ITT INC. — Director's Dealing 2011

Mar 7, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ITT Corp (ITT)
CIK: 0000216228
Period of Report: 2011-03-03

Reporting Person: McClain Gretchen W (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-03	Common Stock	A	9111	$0.00	Acquired	95288	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-03	Employee Stock Option (Right to Buy)	$57.68	A	33459	Acquired	2021-03-03	Common Stock (33459)	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. The total includes 890 shares acquired through the Direct Purchase Sale and Dividend Reinvestment Plan reflecting accumulations through 3/1/2011.

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