ITT INC. — Director's Dealing 2012

Feb 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ITT Corp (ITT)
CIK: 0000216228
Period of Report: 2012-02-03

Reporting Person: Pagano Robert J Jr (SVP & Pres., Indust. Process)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-03	Common Stock	M	53584	$16.9715	Acquired	119514	Direct
2012-02-03	Common Stock	S	53584	$22.4184	Disposed	65930	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-03	Stock Option (Right to Buy)	$16.9715	M	53584	Disposed	2012-03-08	Common Stock (53584)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1796.567	Indirect

Footnotes

F1: This price represents the approximate weighted average price per share of common stock (each, a "Share") of ITT Corporation (the "Issuer"), of sales that were executed at prices ranging from $22.33 to $22.50 per Share. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.

F2: These options are fully vested and exercisable.