UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

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FORM 8-K

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


Date of Report (Date of earliest event reported): October 29, 2010

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

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

NOT APPLICABLE
(Former name or former address, if changed since last report)

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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))

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 third quarter of 2010, the Company’s revised fiscal year 2010 adjusted earnings per share revenue guidance and other forward-looking statements relating to 2010 as presented in a press release dated October 29, 2010.  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.

Item 9.01     Financial Statements and Exhibits.

(d)  Exhibits.

SIGNATURES

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.

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EXHIBIT INDEX

Exhibit 99.1

ITT Tops Third-Quarter Earnings Forecast and Raises Full-Year Adjusted Guidance

• Third-quarter revenue of $2.6 billion was consistent with prior year, coupled with significant order growth in the quarter.
• Net income rose to $145 million, or $0.78 per share, which includes the impacts of an increase in net asbestos liability and a gain on the sale of CAS, Inc.
• Adjusted earnings from continuing operations rose to $1.08 per share in the third quarter of 2010, up 6 percent from the year-ago period and topping guidance.
• Strong year-to-date cash from operations of $654 million, and free cash flow of $480 million.
• Company is positioned to achieve record level of adjusted earnings. Full-year 2010 adjusted earnings per share guidance midpoint raised to $4.30.

WHITE PLAINS, N.Y.--(BUSINESS WIRE)--October 29, 2010--ITT Corporation (NYSE: ITT) today reported 2010 third-quarter revenue of $2.6 billion and net income of $145 million, or $0.78 per share. Income from continuing operations was $12 million, or $0.07 per share. Excluding the impact of special items, income from continuing operations for the quarter was $200 million, or $1.08 per share, representing 6 percent year-over-year growth.

“Our outstanding results this quarter reflect strong revenue growth in our commercial businesses and excellent operating performance by our teams across the company. Our focused productivity and cost management programs more than offset the headwinds of higher commodity pricing and foreign exchange,” said Steve Loranger, ITT’s chairman, president and chief executive officer. “We are seeing excellent order intake in our Defense & Information Solutions group, with some key strategic wins that we believe position us well for the future. Our Fluid Technology and Motion & Flow Control markets continue to strengthen across the majority of our product categories and geographic regions, and we continue to see strong performance in emerging markets.”

During the quarter, the company completed the acquisition of Godwin Pumps and announced plans to acquire O.I. Corporation and SRA International’s Airport Operations Solutions group. The sale of CAS, Inc. was also completed in the third quarter.

“Our ongoing strategy to further align our business portfolio with macro growth trends is progressing nicely,” Loranger said. “We are very pleased that the investments we have made in the Fluid Technology business, including the acquisitions of the analytics business and Godwin Pumps, are exceeding our expectations; and we are expanding in important growth markets. Our balance sheet remains strong, and we believe we are very well positioned to continue to invest in our businesses while generating sustainable future earnings growth.”

Year-to-date cash from operations was $654 million. Free cash flow, representing cash from operations less capital expenditures, was $480 million; and the company projects it will exceed its full-year cash flow conversion target, which is 100 percent of income from continuing operations adjusted for non-cash special items.

In the third quarter of 2010, ITT completed its first annual review and update of its net asbestos liability and increased the balance to reflect recent data that point to higher expected net costs over the next 10 years. Third-quarter 2010 results reflect an after-tax charge of $198 million, or $1.07 per share, related to the net liability increase. Currently, this charge is not projected to materially impact the company's ten-year forecasted operating annual cash flows.

In addition, the company recognized an after-tax gain of $152 million, or $0.82 per share, from the divestiture of CAS, Inc. This gain partially offset the charge related to the net asbestos liability.

Third-Quarter Segment Results

Defense & Information Solutions

• The Defense business ended the quarter with solid backlog and excellent order growth rates in the quarter. Third-quarter 2010 revenue for the Defense segment was $1.4 billion, down 9 percent compared with the year-ago period. The third-quarter revenue decline was partially driven by anticipated declines in counter improvised explosive device units and tactical radios and a decline in revenue related to software engineering services. In addition, there were lower shipments on firm orders of night vision goggles, which were delayed into the fourth quarter. This was partially offset by growth in special purpose jammers, radar, composite structures and increased activity under the Automatic Dependent Surveillance-Broadcast (ADS-B) air-traffic control program. Organic orders were up 100 percent on a sequential basis and increased 25 percent compared with the prior-year period, driven by orders for tactical radios in Iraq, commercial imaging satellites and new service contracts.
• Strong productivity and cost reductions in the segment were offset by lower volume, resulting in an 11 percent decrease in third-quarter operating income to $178 million.

Fluid Technology

• Third-quarter 2010 Fluid Technology revenue of $920 million was up 11 percent on a year-over-year basis, primarily driven by acquisitions. Organic revenue (defined as total revenue excluding foreign exchange, acquisition and divestiture impacts) was up 3 percent, as a result of significant global municipal market growth, solid residential performance in North America and growth across emerging markets. Organic orders for the segment were up 5 percent, largely driven by residential growth in the Americas, improvements in emerging markets for oil and gas projects and strong Industrial Process business growth in North America.
• Third-quarter segment operating income was $116 million, up 7 percent from the comparable prior-year period, driven by productivity and revenue strength which offset the impact of unfavorable foreign exchange and rising commodity costs.

Motion & Flow Control

• Third-quarter 2010 revenue for the Motion & Flow Control segment grew 17 percent on a comparable prior-year basis to $360 million. Organic revenue was up 22 percent, driven by improvements in auto, connectors, and general industrial markets as well as growth in emerging markets. Organic orders were up 20 percent on strong demand in connectors, automotive and aerospace, beverage growth in emerging markets, and general industrial strength.
• Operating income of $45 million was up 13 percent, driven by increased revenue as well as strong productivity.

Guidance

The company is increasing its guidance for full-year 2010 adjusted earnings per share to a range of $4.28 to $4.32, compared with a previous forecast of $4.08 to $4.18. The new midpoint of $4.30 represents 15 percent growth compared with the prior year.

Revenue for the full year is expected to grow approximately 4 percent to $11 billion. Organic revenue is expected to grow 2 percent.

Based on current order patterns, the company projects 2010 Defense & Information Solutions revenue for the full year to decline 1 percent. Fluid Technology 2010 revenue is expected to grow 8 percent, and organic revenue for the segment is expected to grow 1 percent. In Motion & Flow Control, total revenue is expected to grow 15 percent, and organic revenue is expected to grow 18 percent.

Investor Call Today

ITT's senior management will host a conference call for investors today at 9:00 a.m. Eastern Daylight Time to review third-quarter 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/investors.

About ITT Corporation

ITT Corporation is a high-technology engineering and manufacturing company operating on all seven continents in three vital markets: water and fluids management, global defense and security, and motion and flow control. With a heritage of innovation, ITT partners with its customers to deliver extraordinary solutions that create more livable environments, provide protection and safety and connect our world. Headquartered in White Plains, N.Y., the company reported 2009 revenue of $10.9 billion. www.itt.com

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 include: Economic, political and social conditions in the countries in which we conduct our businesses; Changes in U.S. or international government defense budgets; Declines in consumer spending; Sales and revenues mix and pricing levels; Availability of adequate labor, commodities, supplies and raw materials; Interest and foreign currency exchange rate fluctuations and changes in local government regulations; Competition and industry capacity and production rates; Ability of third parties, including our commercial partners, counterparties, financial institutions and insurers, to comply with their commitments to us; Our ability to borrow or refinance our existing indebtedness and availability of liquidity sufficient to meet our needs; Changes in the value of goodwill or intangible assets; Our ability to achieve stated synergies or cost savings from acquisitions or divestitures; The number of personal injury claims filed against the company or the degree of liability; Uncertainties with respect to our estimation of asbestos liability exposures, third party recoveries, and net cash flow; Our ability to effect restructuring and cost reduction programs and realize savings from such actions; Government regulations and compliance therewith, including compliance with and costs associated with new Dodd-Frank legislation; Changes in technology; Intellectual property matters; Governmental investigations; Potential future employee benefit plan contributions and other employment and pension matters; Contingencies related to actual or alleged environmental contamination, claims and concerns; Changes in generally accepted accounting principles; Other factors set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2009 and our other 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
Jenny Schiavone, +1-914-641-2160
jennifer.schiavone@itt.com