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^*

Procopio A. John

(Last)

(First)

(Middle)

1133 WESTCHESTER AVENUE

(Street)

WHITE PLAINS

10604

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/15/2011

3. Issuer Name and Ticker or Trading Symbol
ITT Corp [ 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	7,523⁽¹⁾	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)
Employee Stock Option (Right to Buy)	⁽²⁾	03/08/2012	Common Stock	13,333	$45.47	D
Employee Stock Option (Right to Buy)	⁽³⁾	03/06/2013	Common Stock	7,587	$52.68	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	03/07/2014	Common Stock	5,895	$57.99	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	03/10/2015	Common Stock	6,920	$53.09	D
Employee Stock Option (Right to Buy)	⁽⁶⁾	03/05/2016	Common Stock	9,925	$33.19	D
Employee Stock Option (Right to Buy)	⁽⁷⁾	03/05/2020	Common Stock	7,135	$53.49	D
Employee Stock Option (Right to Buy)	⁽⁸⁾	03/03/2021	Common Stock	6,945	$57.68	D

Explanation of Responses:

1. Shares of restricted stock and restricted stock units awarded under the ITT Corporation 2003 Equity Incentive Plan.

2. Options were awarded on 3/8/2005 under the ITT Corporation 2003 Equity Incentive Plan. These options are fully vested and exercisable. Number of options and exercise price of options adjusted to reflect 2-for-1 common stock split, effective February 21, 2006, the distribution date.

3. Options were awarded on 3/6/2006 under the ITT Corporation 2003 Equity Incentive Plan. These options are fully vested and exercisable.

4. Options were awarded on 3/7/2007 under the ITT Corporation 2003 Equity Incentive Plan. These options are fully vested and exercisable.

5. Options were awarded on 3/10/2008 under the ITT Corporation 2003 Equity Incentive Plan. These options are fully vested and exercisable.

6. 9,925 options were awarded on 3/5/2009, 6,617 are vested and exercisable and the remainder will vest on the third anniversary of the date of grant. These options were awarded under the ITT Corporation 2003 Equity Incentive Plan.

7. 7,135 options were awarded on 3/5/2010, 2,379 are vested and exercisable and the remainder will vest in 1/3 cumulative installments on the second and third anniversaries of the date of grant. These options were awarded under the ITT Corporation 2003 Equity Incentive Plan.

8. Options awarded on 3/3/2011 under the ITT Corporation 2003 Equity Incentive Plan. Options will become exercisable in one-third cumulative installments on 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 A. John Procopio	04/22/2011
	** 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.