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 * FOLEY DONALD E   2. Issuer Name and Ticker or Trading Symbol ITT INDUSTRIES INC [ITT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Senior Vice President (Last) (First) (Middle) 4 WEST RED OAK LANE 3. Date of Earliest Transaction (Month/Day/Year) 05/23/2006 (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 05/23/2006   M   22,000 A $ 14.19 54,851 D   Common Stock 05/23/2006   S   200 D $ 52.19 54,651 D   Common Stock 05/23/2006   S   4,800 D $ 52.1 49,851 D   Common Stock 05/23/2006   S   3,000 D $ 52.15 46,851 D   Common Stock 05/23/2006   S   2,000 D $ 52.22 44,851 D   Common Stock 05/23/2006   S   4,000 D $ 52.16 40,851 D   Common Stock 05/23/2006   S   7,800 D $ 52.23 33,051 D   Common Stock 05/23/2006   S   200 D $ 52.4 32,851 (1) D   Common Stock               2,628.7616 I 401K Plan (2)

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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

Employee Stock Option (Right to Buy)

$ 14.19

05/23/2006

M

22,000

(3)

05/23/2006

Common Stock

22,000

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
FOLEY DONALD E 4 WEST RED OAK LANE WHITE PLAINS, NY 10604			Senior Vice President

Signatures

/s/Kathleen S. Stolar, Secretary of ITT Industries, Inc. by power of attorney granted by Donald E. Foley		05/24/2006
**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)	Includes 18,006 shares acquired through the Direct, Purchase Sale and Dividend Reinvestment Plan reflecting accumulations through 05/23/2006. Mr. Foley also owns 14,845 shares of Restricted Stock awarded through the 1994 ITT Industries Incentive Stock Plan or the ITT Industries, Inc. 2003 Equity Incentive Plan.
(2)	As of 05/16/2006.
(3)	Options granted under the 1994 ITT Industries, Inc. Incentive Stock Plan. Options vested and exercisable upon the earlier of a 25% appreciation in the option exercise price or in one-third cumulative annual installments after the first, second and third anniversaries of the date of grant. Options under this award became fully exercisable on 03/30/1998.

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