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ITT CORPORATION [LOGO]
August 23, 1995
VIA ELECTRONIC TRANSMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Attn: H. Roger Schwall
Branch Chief
Re: Registration Statement on Form S-4
Registration No. 33-13982
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Dear Sirs:
For a number of years ITT Corporation has maintained a registration
statement, most recently on Form S-4, to register shares of its common and
preferred stock for purposes of issuances in connection with certain permitted
acquisitions. Although it has been several years since ITT issued shares in an
acquisition program, on September 23, 1994, ITT filed with the Commission
Post-Effective Amendment No. 6 to the registration statement captioned above to
update information previously presented therein should there be a need for such
shares in the near term. That Post-Effective Amendment was the subject of
certain comments from the Commission through a letter dated October 19, 1994. A
further amendment responsive to these comments was never filed with the
Commission in view of the fact that developments at ITT suggested that it did
not appear that ITT would issue new shares thereunder at least in the near
term. Use may be even less likely now with the proposed split-up of ITT. In
fact, the Commision has requested that ITT make application to withdraw the
registration statement.
As agent for service named in the registration statement and pursuant to
the powers conferred upon me under Rule 478 of the Rules and Regulations under
the Securities Act of 1933 (the "Rules"), I hereby make application to the
Commission to withdraw the captioned registration statement. On behalf of the
registrant and pursuant to Rule 477 of the Rules, I hereby request that the
Commission concur that such withdrawal is consistent with the public interest
and the protection of investors and consent to such withdrawal.
Very truly yours,
/s/ GWENN L. CARR
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Gwenn L. Carr
Vice President, Secretary
and Associate General Counsel
