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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 15, 2008

ITT CORPORATION
(Exact name of registrant as specified in its charter)

 Indiana 1-5672 13-5158950
(State or other jurisdiction (Commission (I.R.S. Employer
 of incorporation) File Number) Identification No.)

4 West Red Oak Lane
White Plains, New York 10604
(Address of principal (Zip Code)

executive offices)

Registrant's telephone number, including area code: (914) 641-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Not Applicable


(Former name or former address, if changed since last report)


Section 5 - Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements for Certain Officers

On February 15, 2008 the Registrant was advised that Raymond W. LeBoeuf is declining to stand for re-election to the Board of Directors at the Company's annual meeting in May 2008. Mr. LeBoeuf did not indicate any disagreement with the Company as a reason for declining to stand for re-election.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ITT CORPORATION

By: /s/ Kathleen S. Stolar
 -------------------------------
 Kathleen S. Stolar

Its: Vice President, Secretary and Associate General Counsel

Date: February 15, 2008

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