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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Kern Paul 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 (MM/DD/YYYY)

10/28/2011
(Street)

WHITE PLAINS, NY 10604
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)    1288   A $ 0   6214   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units     (1) 10/28/2011     M   (1)       1288      (2)   (2) Common Stock   1288   $ 0   0   D    

Explanation of Responses:
( 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 ITTs 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). The ITT Corporation 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Kern Paul 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 Paul J. Kern 10/31/2011
** 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 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).
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 control number.
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