Edgar Filing: CRAWFORD CURTIS J

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

CRAWFORD CURTIS J

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
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O ITT CORPORATION, 1133 WESTCHESTER AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
10/28/2011

(Street)

WHITE PLAINS, NY 10604

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	10/28/2011		M⁽¹⁾		1,288	A	$ 0	39,281	D

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

⁽¹⁾

10/28/2011

M⁽¹⁾

1,288

⁽²⁾

Common Stock

1,288

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CRAWFORD CURTIS J C/O ITT CORPORATION 1133 WESTCHESTER AVENUE WHITE PLAINS, NY 10604	X

Signatures

/s/ Burt M. Fealing, Secretary of ITT Corporation, by power of attorney for Curtis J. Crawford		10/31/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Each restricted stock unit represented a contingent right to receive one share of ITT Corporation's common stock. Pursuant to the terms of the restricted stock units, if settlement occurs on or after the date on which ITT Corporation distributes all of the shares of new standalone water-related and defense companies to the holders of ITT Corporation's common stock (the "Spin-Off Date"), settlement may be made, at the discretion of ITT Corporation's Board of Directors, either in shares of ITT Corporation common stock or in shares of common stock on one or more of the spun-off entities having an equivalent aggregate value (or in any combination thereof). ITT Corporation's Board of Directors has elected to settle each restricted stock unit in one share of common stock of each of ITT Corporation, Exelis Inc. and Xylem Inc.
(2)	The restricted stock units were scheduled to vest on the earlier of (1) March 15, 2012 and (2) the business day immediately prior to the Spin-off Date. The business day immediately prior to the Spin-off Date was October 28, 2011.

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