BANKERS TRUST NEW YORK CORPORATION
One Bankers Trust Plaza
New York, New York 10006
Linda L. Assali Mailing Address:
Vice President BT Services Tennessee, Inc.
Telephone: 615-835-2901 648 Grassmere Park
Nashville, TN 37211
February 14, 1997
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 Corp.
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,
Linda Assali
Enclosures
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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 [ ]. (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 7 Pages
CUSIP No. 450912100 Page 2 of 7 Pages
1.NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bankers Trust New York Corporation and its wholly-owned
subsidiary Bankers Trust Company, as Trustee for
various trusts and employee benefit plans, and investment
advisor. 13-6180473
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(A) [ ]
(B) [ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF ORGANIZATION
Bankers Trust New York Corporation and Bankers Trust
Company are New York corporations.
NUMBER OF 5. SOLE VOTING POWER
SHARES Bankers Trust Company 7,725,383 shares
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY Bankers Trust Company 2,700 shares
EACH 7. SOLE DISPOSITION POWER
REPORTING Bankers Trust Company 1,990,982 shares
PERSON 8. SHARED DISPOSITION POWER
WITH Bankers Trust Company 16,505 shares
CUSIP No. 450912100 Page 3 of 7 Pages
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
Bankers Trust Company 7,728,083 shares
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES
CERTAIN SHARES *
[]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Bankers Trust Company 6.6%
12.TYPE OF REPORTING PERSON *
Bankers Trust New York Corporation - HC
Bankers Trust Company - BK
CUSIP No. 450912100 Page 4 of 7 Pages
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 and its
wholly-owned subsidiary Bankers Trust Company
as Trustee for various trusts and employee
benefit plans, and investment advisor.
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, are corporations
incorporated in the State of New
York with their principal business offices
located in New York.
Item 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock (No Par Value) of ITT
Corporation
CUSIP No. 450912100 Page 5 of 7 Pages
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.
Item 4 OWNERSHIP:
As of December 31, 1996
(a) Amount Beneficially Owned:
Bankers Trust Company 7,728,083 shares
(b) Percent of Class:
Bankers Trust Company 6.6%
(c) Number of shares as to which the Bank has:
(i) sole power to vote or to direct the
vote -
Bankers Trust Company 7,725,383 shares
(ii) shared power to vote or to direct the
vote -
Bankers Trust Company 2,700 shares
CUSIP No. 450912100 Page 6 of 7 Pages
(iii) sole power to dispose or to direct the
disposition of -
Bankers Trust Company 1,990,982 shares
(iv) shared power to dispose or to direct the
disposition of -
Bankers Trust Company 16,505 shares
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable.
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF
OF ANOTHER PERSON:
Not applicable.
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 7 of 7 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, 1996
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
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
