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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1. Name and Address of Reporting Person * Yeargin Neil W   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) See Remarks (Last) (First) (Middle) C/O ITT CORP. 1133 WESTCHESTER AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 03/05/2016 (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 03/05/2016   A   10,329 A (1) 46,469 D   Common Stock 03/08/2016   F   7,535 (2) D $ 37.21 38,934 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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Yeargin Neil W C/O ITT CORP. 1133 WESTCHESTER AVENUE WHITE PLAINS, NY 10604			See Remarks

Signatures

/s/ Lori B. Marino, Secretary of ITT Corporation, by Power of Attorney for Neil W. Yeargin		03/08/2016
**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)	Acquired upon the settlement of performance units granted on March 5, 2013 under the ITT Corporation 2011 Omnibus Incentive Plan as a result of the satisfaction of the performance criteria underlying the award.
(2)	Reflects the withholding of (i) 3,507 shares of common stock to pay the tax liability incident to the settlement of performance units on March 5, 2016, as described in footnote (1) above, (ii) 3,012 shares of common stock to pay the tax liability incident to the vesting on March 5, 2016 of restricted stock units granted under the ITT Corporation 2011 Omnibus Incentive Plan on March 5, 2013 pursuant to his employment agreement and (iii) 1,016 shares of common stock to pay the tax liability incident to the vesting on March 5, 2016 of restricted stock units granted under the ITT Corporation Omnibus Incentive Plan on March 5, 2013 as an annual grant. The number of shares withheld was determined on March 8, 2016 based on the average of the high/low price of the Issuer's common stock on March 7, 2016.
Remarks: Senior Vice President and President, Interconnect Solutions

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