Item 8.01 Other Events

On February 11, 2009, ITT Corporation (the "Company") entered into a Consent Agreement (the "Consent Agreement") with the Securities and Exchange Commission relating to alleged payments to foreign government officials by employees or agents of the Company's Nanjing Goulds Pumps company in Nanjing, China that allegedly violated the Foreign Corrupt Practices Act. Without admitting or denying any factual allegations contained within the Complaint, the Company is required by, the Consent Agreement, to pay disgorgement of profits in the amount of $1,041,112, plus prejudgment interest thereon in the amount of $387,538.11, and to pay a civil penalty in the amount of $250,000. In addition, the Company has been permanently restrained and enjoined from violating Sections 13(b)(2)(A) and 13(b)(2)(B), of the Securities Exchange Act of 1934, as amended, which provisions require the Company to maintain its books and records in a manner that accurately reflects the transactions and disposition of the Company's assets and to maintain a reasonable system of internal accounting controls. A copy of the Consent Agreement is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 Consent Agreement, dated February 11, 2009, between ITT Corporation and the Securities and Exchange Commission.

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