SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Hill Nicholas P

(Last)

(First)

(Middle)

ITT INDUSTRIES, INC.

4 WEST RED OAK LANE

(Street)

WHITE PLAINS

10604

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/11/2004

3. Issuer Name and Ticker or Trading Symbol
ITT INDUSTRIES INC [ ITT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,118	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽¹⁾	03/14/2006	Common Stock	3,900	$25.38	D
Stock Option (Right to Buy)	⁽²⁾	01/06/2009	Common Stock	7,500	$39.56	D
Stock Option (Right to Buy)	⁽³⁾	01/04/2012	Common Stock	10,500	$50.65	D
Stock Option (Right to Buy)	⁽⁴⁾	01/04/2013	Common Stock	7,000	$61.82	D
Stock Option (Right to Buy)	⁽⁵⁾	02/02/2014	Common Stock	7,000	$74.92	D
Stock Option (Right to Buy)	⁽⁵⁾	05/10/2014	Common Stock	5,000	$76.33	D

Explanation of Responses:

1. Options granted under the 1994 ITT Industries Incentive Stock Plan exercisable upon the earlier of 1/3 on the first anniversary date; 1/3 on the second anniversary date and 1/3 on the third anniversary date or a 25% increase in the closing price above the option price on the NYSE for 10 consecutive trading days. Options under this award became exercisable on 09/16/1997.

2. Options granted under the 1994 ITT Industries Incentive Stock Plan exercisable upon the earlier of 1/3 on the first anniversary date; 1/3 on the second anniversary date and 1/3 on the third anniversary date or a 25% increase in the closing price above the option price on the NYSE for 10 consecutive trading days. Options under this award became exercisable on 01/07/2002.

3. Options granted under the 1994 ITT Industries Incentive Stock Plan exercisable upon the earlier of 1/3 on the first anniversary date; 1/3 on the second anniversary date and 1/3 on the third anniversary date or a 25% increase in the closing price above the option price on the NYSE for 10 consecutive trading days. Options under this award became exercisable on 04/18/2002.

4. Options granted under the 1994 ITT Industries Incentive Stock Plan exercisable upon the earlier of 1/3 on the first anniversary date; 1/3 on the second anniversary date and 1/3 on the third anniversary date or a 25% increase in the closing price above the option price on the NYSE for 10 consecutive trading days. Options under this award became exercisable on 05/05/2004.

5. Options granted under the ITT Industries, Inc. 2003 Equity Incentive Plan exercisable upon the earlier of a 25% appreciation in stock price over the option exercise price, sustained for ten consecutive trading days, or in one-third cumulative annual installments after the first, second and third anniversaries of the date of grant.

Remarks:

	/s/Kathleen S. Stolar, Secretary of ITT Industries, Inc. by power of attorney for Nicholas P. Hill, Vice President of ITT Industries, Inc.	05/13/2004
	** 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 5 (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.