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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
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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*
LORANGER STEVEN R
(Last) (First) (Middle)
1133 WESTCHESTER AVENUE
(Street)
WHITE PLAINS NY 10604
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ITT CORP [ ITT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman, President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/17/2009
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 11/17/2009 S 47,862 D $53.3(1) 204,326 D
Common Stock 11/17/2009 X 8,925 A (2) 213,251 D
Common Stock 11/17/2009 S(2) 8,925 D $53.06 204,326 D
Common Stock 292(3) I 401K
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
Phantom Stock (4) 11/17/2009 X 8,925 (4) (4) Common Stock 8,925 (2) 0 D
Explanation of Responses:
1. This transaction was executed in multiple trades at prices ranging from $53.18 to $53.43. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transactions were effected.
2. The reporting person withdrew the cash value of 8,925 shares of phantom stock held under ITT Corporation's deferred compensation plan. The withdrawal resulted in the reporting person's receipt of $53.06 for each share of phantom stock, which amount was transferred to an alternate investment acount.
3. As of 11/6/2009
4. Each share of phantom stock was the economic equivalent of one share of ITT Corporation common stock. The shares of phantom stock were payable in cash following termination of the reporting person's employment with ITT Corporation, and could be transferred into an alternate investment account at any time.
Remarks:
/s/Kathleen S. Stolar, Secretary of ITT Corporation by power of attorney for Steven R. Loranger 11/19/2009
** 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 Frank R. Jimenez,
Kathleen S. Stolar, and Craig E. Johnson or any 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 Corporation, 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 14 day of August 2009



__________/s/Steven R. Loranger________________