ITT INC. — Director's Dealing 2011

May 12, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ITT Corp (ITT)
CIK: 0000216228
Period of Report: 2011-05-10

Reporting Person: Kern Paul J (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-10	Restricted Stock Units	$	A	1288	Acquired		Common Stock (1288)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock. If settlement occurs on or after the date on which the Issuer distributes all of the shares of new standalone water-related and defense companies to the holders of the Issuer's Common Stock (the "Spin-off Date"), settlement may be made, at the discretion of the Issuer's Board of Directors, either in shares of the Issuer's Common Stock or in shares of common stock of one or more of the spun-off entities having an equivalent aggregate value (or in any combination thereof).

F2: The restricted stock units vest on the earlier of (1) March 15, 2012 and (2) the business day immediately prior to the Spin-off Date.