Sec Form 4 Filing - Chicles Aris C @ ITT Corp - 2013-03-05

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 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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1. Name and Address of Reporting Person Chicles Aris C 2. Issuer Name and Ticker or Trading Symbol ITT Corp [ ITT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP (Last) (First) (Middle) C/O ITT CORP, 1133 WESTCHESTER AVE 3. Date of Earliest Transaction (MM/DD/YY) 03/05/2013 (Street) WHITE PLAINS, NY10604 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/05/2013 F 3,545 ( 1 ) D $ 26.46 68,550 D Common Stock 03/05/2013 M 15,793 A $ 21.6446 84,343 D Common Stock 03/05/2013 S 15,793 D $ 26.7456 ( 2 ) 68,550 D Common Stock 03/05/2013 A 15,228 ( 3 ) A $ 0 83,778 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (Right to Buy) $ 21.6446 03/05/2013 M 15,793 ( 4 ) 03/07/2014 Common Stock 15,793 $ 0 0 D Employee Stock Option (Right to Buy) $ 26.76 03/05/2013 A 23,650 03/05/2016 03/05/2023 Common Stock 23,650 $ 0 23,650 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Chicles Aris C C/O ITT CORP 1133 WESTCHESTER AVE WHITE PLAINS, NY10604 EVP Signatures /s/ Burt M. Fealing, Secretary of ITT Corporation, by power of attorney for Aris C. Chicles 03/07/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects the withholding of shares of Common Stock to pay the tax liability incident to the vesting of shares of restricted stock granted on March 5, 2010 under the ITT Corporation 2003 Equity Incentive Plan. ( 2 )This price represents the approximate weighted average price per share of common stock (each, a "Share") of ITT Corporation (the "Issuer"), of sales that were executed at prices ranging from $26.74 to $26.75 per Share. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price. ( 3 )Reflects an award of restricted stock units, which are scheduled to vest on March 5, 2016. ( 4 )These options are fully vested and exercisable.

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).

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