ITT CORP /NV/
DEFA14A, 1997-11-12
HOTELS, ROOMING HOUSES, CAMPS & OTHER LODGING PLACES
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                     SCHEDULE 14A INFORMATION


         Proxy Statement Pursuant to Section 14(a) of the
                 Securities Exchange Act of 1934


Filed by the Registrant |X|

Filed by a Party other than the Registrant |_|

Check the appropriate box:

|_| Preliminary Proxy Statement

|_| Confidential, for Use of the Commission Only (as
    permitted by Rule 14a-6(e)(2))

| | Definitive Proxy Statement

|X| Definitive Additional Materials

|_| Soliciting Material Pursuant to ss.240.14a-11(c) or
    ss.240.14a-12

                         ITT CORPORATION
         (Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

|X| No fee required.

|_|  Fee computed on table below per Exchange Act Rules
     14a-6(i)(1) and 0-11.

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        applies:

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     2) Aggregate number of securities to which transaction
        applies:

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     3) Per unit price or other  underlying  value of transaction
        computed  pursuant to  Exchange  Act Rule 0-11 (set forth
        the  amount on which the  filing  fee is  calculated  and
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|_|  Fee paid previously with preliminary materials.

|_|  Check box if any part of the fee is offset as provided by
     Exchange Act Rule 0-11(a)(2) and identify the filing for
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     previous filing by registration statement number, or the
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     4) Date Filed:

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<PAGE>





=====================================================================


Attention ITT Shareholders:


                         Why Cut Off The
                           Auction Now?

The ITT directors are absolutely committed to selling ITT in a
fair and impartial auction in order to maximize shareholder value
in accordance with ITT's "Revlon" duties. The ITT Board has
established a special committee of four independent directors to
oversee the auction process now underway for ITT.

This process has already created $3.5 billion in additional value
for ITT shareholders. Remember, the first bid for ITT was
Hilton's $55 per share offer--the highest bid is currently
Starwood Lodging's $85 per share offer.

We hope to induce an even higher offer for your shares by letting
the auction continue. The Hilton nominees don't--they want to
stop the auction now and accept Hilton's lower bid. How are your
interests served by letting one of the bidders end the auction
and negotiate with itself?

Vote for the ITT directors--let the auction continue until the
highest possible price is obtained.

                VOTE TODAY FOR THE ITT DIRECTORS:
                      GET THE HIGHEST PRICE
                         FOR YOUR SHARES

It is too late to mail your proxy card. Call GEORGESON & COMPANY
INC., toll free at (800) 223-2064 for last-minute assistance in
voting for the ITT directors.

                                                              ITT

=====================================================================



<PAGE>




=====================================================================



Attention ITT Shareholders:

                         Why Leave Money
                          On The Table?

The issue is simple.

Which board do you want?

Hilton's nominees will accept Hilton's current offer without any
negotiation. ITT's Board will get you the highest possible price
by completing a fair and impartial auction.

Remember, the bidding process has already created $3.5 billion in
additional value for you.

The choice is today.  The choice is yours.

                   Vote For The ITT Directors:
                      Get The Highest Price
                         For Your Shares

It is too late to mail your proxy card. Call GEORGESON & COMPANY
INC., toll free at (800) 223-2064 for last-minute assistance in
voting for the ITT directors.

                                                              ITT


=====================================================================

<PAGE>





                         [ITT Letterhead]


DATE:       November 10, 1997
CONTACTS:   Jim Gallagher            George Sard/David Reno
TELEPHONE:  212-258-1261             Sard Verbinnen & Co.
                                     212-687-8080

                                     FOR IMMEDIATE RELEASE

     ITT ALERTS SHAREHOLDERS TO LAST-MINUTE VOTING PROCEDURES


     NEW YORK, November 10, 1997 -- ITT Corporation (NYSE:ITT)
today alerted shareholders to last-minute voting procedures for
its Annual Meeting, which will begin at 11:30 a.m. on November 12
at the St. Regis Hotel, 2 East 55 Street, New York.

     ITT advised shareholders who have not yet voted that
Tuesday, November 11, is a bank holiday and that voting
instructions should be executed as soon as possible to ensure
proxies are voted and processed in a timely manner and are not
invalidated.

     The Company reminded shareholders who vote through brokers
and ADP Proxy Services (ADP) that electronic voting is not
available for contested elections. Banks, brokers and ADP have
already begun processing voting instructions. Voting instructions
not received by these organizations by the close of business on
Tuesday, November 11, may not be processed in time to be voted.

     Investors with shares held by a bank or broker who wish to
vote in person must have their custodian or its agent issue a
"legal proxy" authorizing them to vote their shares. Shareholders
should make such arrangements immediately to assure they will
have a copy of the legal proxy to bring to the meeting Wednesday.
Shareholders who need voting assistance should contact Georgeson
& Co. at (800) 223-2064.

                             - ITT -




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