View:
Download DOC
Download PDF
Download XLS
SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Minnich George E
(Last) (First) (Middle)
4 WEST RED OAK LANE
(Street)
WHITE PLAINS NY 10604
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ITT INDUSTRIES INC [ ITT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP & CFO
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock(1) 07/01/2005 A 10,000 A(1) (1) 10,000 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)(2) $98.84(2) 07/01/2005 A 25,000 (2) 07/01/2012 Common Stock 25,000 $0.00 25,000 D
Explanation of Responses:
1. 10,000 shares of restricted stock granted under the ITT Industries 2003 Equity Incentive Plan. the restricted stock vests in installments of 5000 shares after three years from the date of grant and 5000 shares after five years from the date of grant.
2. 25,000 nonqualified stock options exercisable upon the earlier of a 25% closing share price price appreciation for ten consecutive days as reported by the NYSE or six years from the date of grant. Nevertheless, options may not be exercised prior to three years from the grant date and have a term of 7 years.
Remarks:
Kathleen S. Stolar, Secretary, ITT Industries, Inc. under power of attorney granted by George E. Minnich 07/05/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
 POWER OF ATTORNEY



	The undersigned does hereby nominate,
constitute and appoint Vincent A. Maffeo and Kathleen S. Stolar, or either
of them, his or her true and lawful attorney and agent to do any and all
acts and things and execute and file any and all instruments which said
attorneys and agents, or any of them, may deem necessary or advisable to
enable the undersigned (in his or her individual capacity or in any other
capacity) to comply with the Securities Exchange Act of 1934 (the "34 Act")
and the Securities Act of 1933 (the "33 Act") and any requirements of the
Securities and Exchange Commission (the "SEC") in respect thereof, in
connection with the preparation, execution and/or filing of (i) any report
or statement of beneficial ownership or changes in beneficial ownership of
securities of ITT Industries, Inc., an Indiana corporation (the "Company"),
that the undersigned (in his or her individual capacity or in any other
capacity) may be required to file pursuant to Section 16(a) of the 34 Act,
including any report or statement on Form 3, Form 4 or Form 5, or to any
amendment thereto, (ii) any report or notice required under Rule 144 of the
33 Act, including Form 144, or any amendment thereto,  and (iii) any and
all other documents or instruments that may be necessary or desirable in
connection with or in furtherance of any of the foregoing, such power and
authority to extend to any form or forms adopted by the SEC in lieu of or
in addition to any of the foregoing and to include full power and authority
to sign the undersigned's name in his or her individual capacity or
otherwise, hereby ratifying and confirming all that said attorneys and
agents, or any of them, shall do or cause to be done by virtue thereof.


	This authorization shall supersede all prior authorizations to act for
the undersigned with respect to securities of the Company in such matters,
which prior authorizations are hereby revoked, and shall remain in effect
for so long as the undersigned (in his or her individual or other capacity)
has any obligations under Section 16 of the 34 Act with respect to
securities of the Company.

	IN WITNESS WHEREOF, I have hereunto set my
hand this __16___ day of _________June______, 200_5.







		 /s/George E. Minnich				Signature





			George E. Minnich				    Print Name