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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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)

4 WEST RED OAK LANE

(Street)

WHITE PLAINS

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)
06/28/2007

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/28/2007		M		85,342	A	$0.00	133,522	D
Common Stock	06/28/2007		F		19,052	D	$68.09	114,470⁽¹⁾	D
Common Stock								281.22⁽²⁾	I	401K Plan

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	06/28/2007		M			85,342	⁽³⁾	⁽³⁾	Common Stock	85,342	$0.00	170,684	D

Explanation of Responses:

1. Includes 48,180 shares of restricted stock awarded under the ITT 2003 Equity Incentive Plan.

2. As of 6/22/2007

3. Restricted Stock Units granted on June 28, 2004 under the ITT 2003 Equity Incentive Plan adjusted for the 2-for-1 common split effective February 21, 2006. Restricted Stock Units vest 1/3 after the third anniversary of the date of grant, 1/3 after the fourth anniversary of the date of grant and 1/3 after the sixth anniversary of the date of grant. Upon vesting, one-half of the shares are delivered, and one-half of the shares are deferred until termination of employment with the Company, subject to forfeiture under certain circumstances. 85,342 Restricted Stock Units vested on June 28, 2007 and were priced at $68.09, the average of the high and low stock price for ITT common stock on June 28, 2007; 42,671 shares were delivered, and 42,671 shares were deferred until termination of employment subject to forfeiture under certain circumstances. Because the deferred shares are eventually payable only in stock, both the delivered shares and the deferred shares are reported in Table I.

Remarks:

	/s/Kathleen S. Stolar, Secretary of ITT Corporation, by power of attorney for Steven R. Loranger	07/02/2007
	** 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).
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