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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 		 
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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*
Jimenez Frank 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Vice President
3. Date of Earliest Transaction (Month/Day/Year)
03/05/2010
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 03/05/2010 A 3,474 A $0.00 7,111(1) 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) $53.49 03/05/2010 A 11,890 (2) 03/05/2020 Common Stock 11,890 $0.00 11,890 D
Explanation of Responses:
1. The 7,111 shares of restricted stock include 3,474 shares awarded on March 5, 2010 under the ITT Corporation 2003 Equity Incentive Plan. The 3,474 shares awarded March 5, 2010 are subject to a three-year restriction.
2. Options granted under the ITT Corporation 2003 Equity Incentive Plan. The options will become exercisable in one-third cumulative annual installments after the first, second and third anniversaries of the date of grant.
Remarks:
/s/ Burt M. Fealing, Secretary of ITT Corporation by power of attorney for Frank R. Jimenez 03/09/2010
** 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
CAUTION TO THE PRINCIPAL:
Your Power of Attorney is an important document. As the "principal," you give
the person whom you choose (your "agent") authority to spend your money and sell
or dispose of your property during your lifetime without telling you. You do not
lose your authority to act even though you have given your agent similar
authority.
When your agent exercises this authority, he or she must act according to any
instructions you have provided or, where there are no specific instructions, in
your best interest. "Important Information for the Agent" at the end of this
document describes your agent's responsibilities.
Your agent can act on your behalf only after signing the Power of Attorney
before a notary public.  You can request information from your agent at any
time.  If you are revoking a prior Power of Attorney by executing this Power of
Attorney, you should provide written notice of the revocation to your prior
agent(s) and to the financial institutions where your accounts are located.
You can revoke or terminate your Power of Attorney at any time for any reason as
long as you are of sound mind.  If you are no longer of sound mind, a court can
remove an agent for acting improperly.
Your agent cannot make health care decisions for you.  You may execute a "Health
Care Proxy" to do this.
The law governing Powers of Attorney is contained in the New York General
Obligations Law, Article 5, Title 15.  This law is available at a law library,
or online through the New York State Senate or Assembly websites,
www.senate.state.ny.us or www.assembly.state.ny.us.
If there is anything about this document that you do not understand, you should
ask a lawyer of your own choosing to explain it to you.
DESIGNATION OF AGENT AND GRANT OF AUTHORITY:


I, __Frank R. Jimenez__________________________, residing at _Stamford,
CT____________________, hereby appoint, Burt M. Fealing, residing in White
Plains, NY and Kathleen S. Stolar residing in White Plains, NY, or either of
them, as my agent for the purposes of preparing, executing and filing on my
behalf (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 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, for as long as I am a director or
officer of ITT Corporation unless this Power of Attorney is earlier terminated
pursuant to the provisions hereof.
This POWER OF ATTORNEY shall not be affected by my subsequent incapacity.
This POWER OF ATTORNEY DOES NOT REVOKE any prior Powers of Attorney executed by
me.
TERMINATION:
This Power of Attorney may be revoked by me at any time and will be terminated
by my death or other event described in section 5-1511 of the General
Obligations Law.  (Section 5-1511 of the General Obligations Law describes the
manner in which you may revoke your Power of Attorney, and the events which
terminate the Power of Attorney.)
PRINCIPAL'S SIGNATURE AND ACKNOWLEDGEMENT:
IN WITNESS WHEREOF, I __Frank R. Jimenez_____________________, have hereunto
signed my name on February 22, 2010.

PRINCIPAL signs here:  ___/s/Frank R. Jimenez__________________________

STATE OF NEW YORK, COUNTY OF WESTCHESTER} ss.:

On the __22______ day of February in the year 2010 before me, the undersigned,
personally appeared ___Frank R. Jimenez________________________________
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that she executed the same in her capacity, and that by her
signature on the instrument, the individual executed the instrument.

Robin D. Cohen
Notary Public, State of New York
No, 01CO6103752
Qualified in Westchester County
Commission Expires January 12, 2012
	_____/s/ Robin D. Cohen______________________
	                        Notary Public


IMPORTANT INFORMATION FOR THE AGENT:
When you accept the authority granted under this Power of Attorney, a special
legal relationship is created between you and the principal.  This relationship
imposes on you legal responsibilities that continue until  you resign or the
Power of Attorney is terminated or revoked.  You must:
(1) 	act according to any instructions from the  principal, or, where there are
no instructions, in the principal's best interest;
(2) 	avoid conflicts that would impair your ability to act in the principal's
best interest;
(3) 	keep the principal's property separate and distinct from any assets you own
or control, unless otherwise permitted by law;
(4) 	keep a record or all receipts, payments, and transactions conducted for the
principal; and
(5) 	disclose your identity as an agent whenever you act for the principal by
writing or printing the principal's name and signing your own name as "agent" in
either of the following  manner:  (Principal's Name) by (Your Signature) as
Agent, or (your signature) as Agent for (Principal's Name).
You may not use the principal's assets to benefit yourself or give major gifts
to yourself or anyone else unless the principal has specifically granted you
that authority in this Power of Attorney or in a Statutory Major Gifts Rider
attached to this Power of Attorney. If you have that authority, you must act
according to any instructions of the principal or, where there are no such
instructions, in the principal's best  interest.  You may resign by giving
written notice to the principal and to any co-agent, successor agent, monitor if
one has been named in this document, or the principal's guardian if one has been
appointed.  If there is anything about this document or your responsibilities
that you do not understand, you should seek legal advice.
LIABILITY OF AGENT:
The meaning of the authority given to you is defined in New York's General
Obligations Law, Article 5, Title 15.  If it is found that you have violated the
law or acted outside the authority granted to you in the Power of Attorney, you
may be liable under the law for your violation.

AGENT'S SIGNATURE AND ACKNOWLEDGMENT OF APPOINTMENT:
It is not required that the principal and the agent sign at the same time.

IN WITNESS WHEREOF, I, Burt M. Fealing,  have read the foregoing Power of
Attorney, am the person identified therein as agent for the principal named
therein and have hereunto signed my name on February _22__, 2010.
IN WITNESS WHEREOF, I, Kathleen S. Stolar, have read the foregoing Power of
Attorney, am the person identified therein as agent for the principal named
therein and have hereunto signed my name on February _22__, 2010.

AGENT signs here:  _____ /s/ Burt M. Fealing____________
				       Burt M. Fealing


AGENT signs here:  ________/s/Kathleen S. Stolar__________
				      Kathleen S. Stolar


STATE OF NEW YORK, COUNTY OF WESTCHESTER} ss.:

On the ___22_____ day of February in the year 2010 before me, the undersigned,
personally appeared Frank R. Jimenez, Burt M. Fealing, and Kathleen S. Stolar
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the individual executed the instrument.

Robin D. Cohen
Notary Public, State of New York
No, 01CO6103752
Qualified in Westchester County
Commission Expires January 12, 2012

	_________/s/Robin D. Cohen__________________
	                        Notary Public