Ownership Submission
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, 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 *
  Procopio A. John
2. Date of Event Requiring Statement (Month/Day/Year)
04/15/2011
3. Issuer Name and Ticker or Trading Symbol
ITT Corp [ITT]
(Last)
(First)
(Middle)
1133 WESTCHESTER AVENUE
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 Original Filed(Month/Day/Year)
(Street)

WHITE PLAINS, NY 10604
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 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
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
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  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Procopio A. John
1133 WESTCHESTER AVENUE
WHITE PLAINS, NY 10604
      Vice President  

Signatures

/s/Burt M. Fealing, Secretary of ITT Corporation, by power of attorney for A. John Procopio 04/22/2011
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.

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