BANKERS TRUST COMPANY
One Bankers Trust Plaza
New York, New York 10006
Damian P. Reitemeyer Mailing Address:
Vice President P.O. Box 318
Telephone: 212-250-4599 Church Street Station
New York, NY 10008
March 12, 1996
Securities and Exchange Commission
SEC Document Control
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Filing Desk
Dear Sirs:
Re: Filing of Schedule 13G on
ITT Industries Inc.
Pursuant to Rule 13d-1 of the General Rules and
Regulations under the Securities Exchange Act of 1934, the
following is one copy of the Schedule 13G with respect to
the common stock of the above referenced corporation.
Please acknowledge your receipt of the Schedule 13G filing
submission through the EDGAR-Link System software, by E-
Mail confirmation.
Sincerely,
/s/ Damian P. Reitemeyer
Enclosures
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934 (Amendment No. )*
ITT Corporation
______________________________________
NAME OF ISSUER:
Common Stock (No Par Value)
_____________________________________
TITLE OF CLASS OF SECURITIES
450912100
_____________________________________
CUSIP NUMBER
Check the following box if a fee is being paid with
this statement [X]. (A fee is not required only if
the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five
percent of the class of securities described in Item
1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or
less of such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form
with respect to the subject class of securities, and
for any subsequent amendment containing information
which would alter the disclosures provided in a prior
cover page.
The information required in the remainder of this
cover page shall not be deemed to be "filed" for the
purpose of Section 18 of the Securities Exchange Act
of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however,
see the Notes).
(Continued on following page(s))
Page 1 of 9 Pages
CUSIP No. 450912100 Page 2 of 9 Pages
1.NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bankers Trust New York Corporation, its wholly-owned
subsidiaries, Bankers Trust Company, (as Trustee for
various trusts and employee benefit plans, and
investment advisor) and BT Securities Corporation,
and its indirectly wholly-owned subsidiary Bankers
Trust International PLC 13-6180473
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(A) [ ]
(B) [X]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF ORGANIZATION
Bankers Trust New York Corporation, Bankers Trust
Company and BT Securities Corporation are New York
corporations. Bankers Trust International PLC is a London
corporation.
NUMBER OF 5. SOLE VOTING POWER
SHARES Bankers Trust Company 10,312,710 shares
BT Securities Corporation 30,000 shares
Bankers Trust
International PLC 113,400 shares
10,456,110 shares
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY Bankers Trust Company 1,500 shares
BT Securities Corporation 0 shares
Bankers Trust
International PLC 0 shares
1,500 shares
EACH 7. SOLE DISPOSITIVE POWER
REPORTING Bankers Trust Company 2,024,028 shares
BT Securities Corporation 30,000 shares
Bankers Trust
International PLC 113,400 shares
2,167,428 shares
CUSIP No. 450912100 Page 3 of 9 Pages
PERSON 8. SHARED DISPOSITIVE POWER
WITH Bankers Trust Company 6,205 shares
BT Securities Corporation 0 shares
Bankers Trust
International PLC 0 shares
6,205 shares
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
Bankers Trust Company 10,314,210 shares
BT Securities Corporation 30,000 shares
Bankers Trust
International PLC 113,400 shares
10,457,610 shares
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES
CERTAIN SHARES *
[X]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Bankers Trust Company 8.8%
BT Securities Corporation 0.0%
Bankers Trust
International PLC 0.1%
8.9%
12.TYPE OF REPORTING PERSON *
Bankers Trust New York Corporation - HC
Bankers Trust Company - BK
BT Securities Corporation - BD
Bankers Trust International PLC - CO
CUSIP No. 450912100 Page 4 of 9 Pages
DISCLAIMER OF BENEFICIAL OWNERSHIP
THE FILING OF THIS SCHEDULE G STATEMENT SHALL NOT
BE CONSTRUED AS AN ADMISSION THAT BANKERS TRUST
NEW YORK CORPORATION, BANKERS TRUST COMPANY, AS
TRUSTEE (THE "BANK"), BT SECURITIES CORPORATION,
BANKERS TRUST INTERNATIONAL PLC. ARE, FOR THE PURPOSE
OF SECTION 13(g) OF THE SECURITIES AND EXCHANGE ACT OF
1934, OR FOR ANY OTHER PURPOSE, THE BENEFICIAL OWNER OF
THE SECURITIES SET FORTH IN ITEM 4(a)(vi) HEREOF.
Item 1(a) NAME OF ISSUER:
ITT Corporation
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE
OFFICES:
1330 Avenue of the Americas
New York, New York 10019
Item 2(a) NAME OF PERSON FILING:
Bankers Trust New York Corporation, its
wholly-owned subsidiaries, Bankers Trust Company
(as Trustee for various trusts and employee
benefit plans, and investment advisor) and BT
Securities Corporation, and its indirectly
wholly-owned subsidiary Bankers Trust
International, PLC.
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS
OFFICE:
280 Park Avenue
New York, New York 10017
Item 2(c) CITIZENSHIP:
Bankers Trust New York Corporation and Bankers
Trust Company (as Trustee for various trusts
and employee benefit plans, and investment
advisor), and BT Securities Corporation are
corporations incorporated in the State of
New York with their principal business
offices located in New York. Bankers Trust
International PLC is incorporated in
England with its principal business office
located in London.
CUSIP No. 450912100 Page 5 of 9 Pages
Item 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock (No Par Value) of ITT
Corporation
Item 2(e) CUSIP NUMBER:
450912100
Item 3 THE PERSON FILING IS A:
For Bankers Trust New York Corporation,
(g) [X] Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G)
For Bankers Trust Company
(b) [X] Bank as defined in section 3(a)(6) of
the Act.
For BT Securities Corporation
(a) [X] Broker or dealer registered under
Section 15 of the Act.
Bankers Trust Internatonal PLC is a corporation
permitted to report on Schedule 13G in accordance with
the Securities and Exchange Commission no-action
letter issued to Bankers Trust New York Corporation
dated May 15, 1990.
Item 4 OWNERSHIP:
(a) Amount Beneficially Owned:
As of December 31, 1995
(i) Bankers Trust Company 10,314,210 shares
BT Securities Corporation 30,000 shares
Bankers Trust
International PLC 113,400 shares
10,457,610 shares
(ii) Bankers Trust Company was the record owner of
859,709 shares as Trustee of the company s
various employee stock ownership plans ("Plan") with
respect to which the bank disclaims beneficial ownership.
CUSIP No. 450912100 Page 6 of 9 Pages
The Plan states that each Plan participant shall
have the right to direct the manner in which
shares of common stock shall be voted at all
stockholders' meetings. The Department of Labor
has expressed the view that, under certain
circumstances, ERISA may require the Trustee to
vote shares which are not allocated to
participants' accounts and unvoted shares.
Since, in the view of the Bank and Bankers Trust
New York Corporation, such voting power is merely
a residual power based upon the occurrence of an
unlikely contingency and is not a sole or shared
power to vote the securities, the Bank and
Bankers Trust New York Corporation hereby
disclaim beneficial ownership of such securities.
(b) PERCENT OF CLASS:
The common stock described in Item 4(a) above
as to which the Bankers Trust New York Corporation
acknowledges beneficial ownership constitutes the
following:
Bankers Trust Company 8.8%
BT Securities Corporation 0.0%
Bankers Trust
International PLC 0.1%
8.9%
The common stock as to which the Bank and
Bankers Trust Corporation disclaim beneficial ownership
constitutes 0.7% of the Issuer s outstanding Common Stock.
(c) Number of shares as to which the Bank has:
(i) sole power to vote or to direct the
vote -
Bankers Trust Company 10,312,710 shares
BT Securities Corporation 30,000 shares
Bankers Trust
International PLC 113,400 shares
10,456,110 shares
(ii) shared power to vote or to direct the
vote -
Bankers Trust Company 1,500 shares
BT Securities Corporation 0 shares
Bankers Trust
International PLC 0 shares
1,500 shares
CUSIP No. 450912100 Page 7 of 9 Pages
(iii) sole power to dispose or to direct the
disposition of -
Bankers Trust Company 2,024,028 shares
BT Securities Corporation 30,000 shares
Bankers Trust
International PLC 113,400 shares
2,167,428 shares
(iv) shared power to dispose or to direct the
disposition of -
Bankers Trust Company 6,205 shares
BT Securities Corporation 0 shares
Bankers Trust
International PLC 0 shares
6,205 shares
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
[]
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF
OF ANOTHER PERSON:
The Issuer's Plan, and various trusts, and
employee benefit plan for which the Bank serves
as Trustee, and accounts for which the Bank
serves as investment advisor, have the right to
receive and/or the power to direct the receipt
of dividends from, or the proceeds from the
sale of, such securities.
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE
SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANY:
See Item 3 above.
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS
OF THE GROUP:
Not applicable.
Item 9 NOTICE OF DISSOLUTION OF GROUP:
Not applicable.
CUSIP No. 450912100 Page 8 of 9 Pages
Item 10 CERTIFICATION:
By signing below I certify that, to the best
of my knowledge and belief, the securities
referred to above were acquired in the
ordinary course of business and were not
acquired for the purpose of and do not have
the effect of changing or influencing the
control of the issuer of such securities and
were not acquired in connection with or as a
participant in any transaction having such
purpose or effect.
SIGNATURE:
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the
information set forth in this statement is
true, complete and correct.
Date: as of December 31, 1995
Signature: Bankers Trust New York Corporation
By: /s/James T. Byrne, Jr.
Name: James T. Byrne, Jr.
Title: Secretary
Signature: Bankers Trust Company, as Trustee for
various trusts, and employee benefit plans,
and investment advisor.
By: /s/James T. Byrne, Jr.
Name: James T. Byrne, Jr.
Title: Secretary
Signature: BT Securities Corporation
By: /s/Thomas Quane
Name: Thomas Quane
Title: Managing Director
CUSIP No. 450912100 Page 9 of 9 Pages
Signature: Bankers Trust International PLC
By: /s/Brian E. Walsh
Name: Brian E. Walsh
Title: Managing Director
EXHIBIT TO ITEM 7
The chain of ownership from Bankers Trust New York
Corporation to Bankers Trust Company is shown below:
Bankers Trust New York Corporation
|
100%
|
Bankers Trust Company
EXHIBIT TO ITEM 7
The chain of ownership from Bankers Trust New York
Corporation to Bankers Trust Company and BT Securities
Corporation is shown below:
Bankers Trust New York Corporation
|
_____________________|___________________
| |
| |
Bankers Trust Company BT Securities Corporation
EXHIBIT TO ITEM 7
The chain of ownership from Bankers Trust New York
Corporation to Bankers Trust International PLC is
shown below:
Bankers Trust New York Corporation
|
100%
|
Bankers Trust Company
|
100%
|
Bankers International Corporation
|
100%
|
BT Holdings (Europe) Limited
|
100%
|
BT Holdings (UK) Limited
|
100%
|
Bankers Trust Investments PLC
|
100%
|
Bankers Trust International PLC
