UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K


CURRENT REPORT


Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): February 4, 2009

ITT CORPORATION
(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (914) 641-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Not Applicable
(Former name or former address, if changed since last report)

Item 2.02     Results of Operations and Financial Condition
Item 7.01     Regulation FD Disclosure

Attached hereto as Exhibit 99.1 and incorporated by reference herein is financial information for ITT Corporation for the fourth quarter and full year ending December 31, 2008 and forward-looking statements relating to 2009 as presented in a press release dated February 4, 2009.   This information shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

A copy of this press release is attached and incorporated by reference herein as Exhibit 99.1.

Item 9.01     Financial Statements and Exhibits

(d) Exhibits

 99.1  Press release dated February 4, 2009.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

3

Exhibit 99.1

ITT Reports Solid 2008 Fourth Quarter and Full-Year Results

• Fourth quarter 2008 revenue up 17 percent year-over-year to $2.9 billion, earnings from continuing operations up 37 percent to 96 cents per share
• Full-year 2008 revenue up 30 percent compared to prior year to $11.7 billion, earnings from continuing operations up 23 percent to $4.23 per share
• Ends 2008 with free cash flow of $871 million, a 112 percent conversion of income from continuing operations
• Previous 2009 earnings per share guidance of $3.60 to $4.00 maintained

WHITE PLAINS, N.Y.--(BUSINESS WIRE)--February 4, 2009--ITT Corporation (NYSE: ITT) today reported 2008 fourth quarter revenue of $2.9 billion and income from continuing operations of $176 million, or 96 cents per share. Excluding special items, income from continuing operations for the quarter was $149 million, or 82 cents per share, up a penny year-over-year as benefits from recent acquisitions and operational improvements offset higher costs from aggressive restructuring and realignment activities.

For the full-year 2008, ITT reported record revenues of $11.7 billion and income from continuing operations of $775 million, or $4.23 per share. Excluding special items, income rose to $741 million, or $4.04 per share, representing 23 percent earnings growth year-over-year. Free cash flow, representing cash from operations less capital expenditures, for the year topped $871 million, a 112 percent conversion of income from continuing operations.

“Despite a global economic environment that deteriorated as the year progressed, our business continued to perform on the strength of a well-balanced portfolio and teams that met the adversity in their markets head on,” said Steve Loranger, ITT’s chairman, president and chief executive officer. “And while we expect 2009 to be more difficult, we take great pride in having achieved another record year of revenue and earnings growth in 2008.”

Loranger added, “We are maintaining our previous 2009 earnings guidance. While the challenges that lie ahead are significant, we believe our leaders are taking the necessary actions to best position the company for these difficult times. And while we’ve made some tough choices in recent months to manage costs aggressively, we remain committed to our long-term strategies and will continue to invest in our future success.”

2008 Fourth Quarter and Full-Year Business Segment Results

Defense Electronics & Services

• Fourth quarter 2008 revenue for the Defense Electronics & Services segment was up 39 percent, compared to the year ago period, to $1.6 billion, on strong organic revenue growth of seven percent. ITT’s Advanced Engineering & Sciences and Night Vision businesses led the growth. Fourth quarter operating income for the segment grew to $188 million, up 50 percent on a comparable basis.
• Full-year 2008 revenue for the segment reached $6.3 billion, up 50 percent over 2007, primarily attributable to eight percent organic revenue growth and the successful integration of EDO Corporation. For the full year, operating income for the segment was $727 million, a 45 percent improvement year-over-year.
• At the close of 2008, the Defense segment had a funded backlog of $5.24 billion, providing good visibility into the year ahead.

Fluid Technology

• ITT’s Fluid Technology segment reported fourth quarter 2008 revenue of $984 million, roughly flat on a year-over-year basis, with solid organic revenue growth of seven percent, offset by the negative impact of foreign currency exchange. Fourth quarter segment operating income was $96 million, which is down 24 percent from the comparable prior year period due primarily to higher costs associated with aggressive restructuring activity during the quarter.
• For the full-year 2008, the segment grew nine percent year-over-year on revenue of $3.8 billion, including solid organic revenue growth of eight percent. The segment generated operating income of $469 million, up eight percent on a comparable basis, as organic growth and productivity improvements more than offset negative impacts from restructuring and foreign currency exchange.

Motion & Flow Control

• Fourth quarter 2008 revenue for the Motion & Flow Control segment was down 12 percent on comparable basis to $327 million. Organic revenue declined nine percent with challenging conditions in many of the segment’s end markets including marine and automotive. The segment reported a fourth quarter operating loss of $4 million, as lower volume, restructuring activity and costs associated with business dispositions during the quarter significantly offset productivity improvements and favorable foreign currency exchange.

• Full-year 2008 revenue for the segment was $1.6 billion, up 19 percent over 2007. For the year, operating income grew two percent on a comparable basis to $192 million.

Investor Call Today

ITT's senior management will host a conference call for investors today at 9:00 a.m. Eastern Standard Time to review fourth quarter and full-year performance and answer questions. The briefing can be monitored live via webcast at the following address on the company's Web site: www.itt.com/ir.

About ITT Corporation

ITT Corporation (www.itt.com) is a diversified high-technology engineering and manufacturing company dedicated to creating more livable environments, enabling communications and providing protection and safety. The company plays an important role in vital markets including water and fluids management, global defense and security, and motion and flow control.

Safe Harbor Statement

Certain material presented herein includes forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995 ("the Act"). These forward-looking statements include statements that describe the Company's business strategy, outlook, objectives, plans, intentions or goals, and any discussion of future operating or financial performance. Whenever used, words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "target" and other terms of similar meaning are intended to identify such forward-looking statements. Forward-looking statements are uncertain and to some extent unpredictable, and involve known and unknown risks, uncertainties and other important factors that could cause actual results to differ materially from those expressed in, or implied from, such forward-looking statements. Factors that could cause results to differ materially from those anticipated by the Company include general global economic conditions, decline in consumer spending, interest and foreign currency exchange rate fluctuations, availability of commodities, supplies and raw materials, competition, acquisitions or divestitures, changes in government defense budgets, employment and pension matters, contingencies related to actual or alleged environmental contamination, claims and concerns, intellectual property matters, personal injury claims, governmental investigations, tax obligations and income tax accounting, and changes in generally accepted accounting principles. Recent distress in the financial markets has had an adverse impact on the availability of credit and liquidity sources. Continued market deterioration could jeopardize certain counterparties' obligations, including those of our insurers and financial institutions. Other factors are more thoroughly set forth in Item 1. Business, Item 1A. Risk Factors, and Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Forward-Looking Statements in the ITT Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2007, and other of its filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

CONTACT:
ITT Corporation
Andy Hilton, +1-914-641-2160
andy.hilton@itt.com