Item 5.03 Amendment to Articles of Incorporation or By-laws
On July 15, 2009, the ITT Corporation Board of Directors approved an amendment to the Company's By-laws, effective on such date, by adding Section 2.13, which provides that the Corporation has elected to opt out of Indiana Code
Section 23-1-33-6 (c). As recently amended, Indiana Code Section 23-1-33-6
(c) requires Indiana corporations to stagger the terms of director elections unless a corporation adopts a By-law amendment no later than July 31, 2009 electing not to be governed thereby. By opting out of this amended statute, the Corporation's directors will continue to be elected annually. A copy of the Company's amended By-laws is attached herewith as Exhibit 3.1 to this Current Report on Form 8-K. Item 9.01 Financial Statements and Exhibits.

(d) Exhibits: Exhibit Number Description Exhibit 3.1 Certificate of Amendment of the By-laws of ITT Corporation, as adopted July 15, 2009.

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