ITT INC. — Director's Dealing 2011

Aug 22, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ITT Corp (ITT)
CIK: 0000216228
Period of Report: 2011-05-02

Reporting Person: Procopio A. John (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-02	Common Stock	A	1170	$0.00	Acquired	8693	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-02	Employee Stock Option (Right to Buy)	$57.40	A	4680	Acquired	2021-05-02	Common Stock (4680)	Direct

Footnotes

F1: Represents a grant of restricted stock units under the ITT Corporation 2003 Equity Incentive Plan, which vest 3 years after the grant date.

F2: Options awarded under the 2003 ITT Corporation Equity Incentive Plan.

F3: Options will become exercisable in one-third cumulative annual installments after the first, second and third anniversaries of the date of grant.