BANKERS TRUST NEW YORK CORPORATION
One Bankers Trust Plaza
New York, New York 10006
Damian P. Reitemeyer
Vice President
Telephone: (212) 250-4599
February 17, 1998
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,
Damian P. Reitemeyer
Enclosures
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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 11 Pages
CUSIP No. 450912100 Page 2 of 11 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
subsidiary Bankers Trust Company, as Trustee for
various trusts and employee benefit plans, and investment
advisor, its wholly-owned subsidiary BT Holdings (New
York) Inc. (BT Holdings New York) and its indirect
wholly-owned subsidiaries BT Alex.Brown Incorporated
(BT Alex.Brown) and Alex.Brown Capital Advisory and
Trust Company (BT Alex.Brown Capital Advisory and
Trust) 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, BT Holdings New York
and Bankers Trust Company are New York Corporations.
BT Alex.Brown is a Delaware Corporation. Alex.Brown
Capital Advisory and Trust is a Maryland Corporation.
NUMBER OF 5. SOLE VOTING POWER
SHARES Bankers Trust New York
Corporation 1,222,200 shares
Bankers Trust Company 1,243,502 shares
BT Holdings New York 30,000 shares
BT Alex.Brown 635,000 shares
Alex.Brown Capital
Advisory and Trust 650 shares
3,131,352
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY Bankers Trust New York
Corporation 0 shares
Bankers Trust Company 2,000 shares
BT Holdings New York 0 shares
BT Alex.Brown 0 shares
Alex.Brown Capital
Advisory and Trust 0 shares
2,000
CUSIP No. 450912100 Page 3 of 11 Pages
EACH 7. SOLE DISPOSITIVE POWER
REPORTING Bankers Trust New York
Corporation 1,222,200 shares
Bankers Trust Company 1,803,457 shares
BT Holdings New York 30,000 shares
BT Alex.Brown 635,000 shares
Alex.Brown Capital
Advisory and Trust 650 shares
3,691,307
PERSON 8. SHARED DISPOSITIVE POWER
WITH Bankers Trust New York
Corporation 0 shares
Bankers Trust Company 9,866 shares
BT Holdings New York 0 shares
BT Alex.Brown 0 shares
Alex.Brown Capital
Advisory and Trust 0 shares
9,866
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
Bankers Trust New York
Corporation 1,222,200 shares
Bankers Trust Company 1,813,323 shares
BT Holdings New York 30,000 shares
BT Alex.Brown 635,000 shares
Alex.Brown Capital
Advisory and Trust 650 shares
3,701,173
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES
CERTAIN SHARES *
[ ]
CUSIP No. 450912100 Page 4 of 11 Pages
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Bankers Trust New York 1.04%
Corporation
Bankers Trust Company 1.54%
BT Holdings New York 0.03%
BT Alex.Brown 0.54%
Alex.Brown Capital
Advisory and Trust 0.00%
3.15%
12.TYPE OF REPORTING PERSON *
Bankers Trust New York Corporation - HC
BT Holdings New York - C
Bankers Trust Company - BK
BT Alex.Brown - BD
Alex.Brown Capital & Advisory Trust - Bk
DISCLAIMER OF BENEFICIAL OWNERSHIP
THE FILING OF THIS SCHEDULE G STATEMENT SHALL NOT BE
CONSTRUED AS AN ADMISSION THAT BANKERS TRUST NEW YORK
CORPORATION OR BANKERS TRUST COMPANY, AS TRUSTEE (THE
"BANK") IS, 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)(ii) 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
CUSIP No. 450912100 Page 5 of 11 Pages
Item 2(a) NAME OF PERSON FILING:
Bankers Trust New York Corporation,its
wholly-owned subsidiaries BT Holdings New York
and Bankers Trust Company, as
Trustee for various trusts and employee
benefit plans, and investment advisor,
and its indirect wholly owned subsidiaries:
BT Alex.Brown and Alex.Brown Capital
Advisory and Trust
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
For Bankers Trust New York Corporation, BT
Holdings New York Bankers Trust Company,
and BT Alex.Brown
130 Liberty Street
New York, New York 10006
For Alex.Brown Capital Advisory and Trust
19 South Street
Baltimore, Maryland 21202
Item 2(c) CITIZENSHIP:
Bankers Trust New York Corporation, BT Holdings
New York and Bankers Trust Company are New York Corporations.
BT Alex.Brown is a Delaware corporation.
Alex.Brown Capital and Advisory and Trust is
a Maryland Corporation.
Item 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock (No Par Value) of ITT
Corporation
Item 2(e) CUSIP NUMBER:
450912100
CUSIP No. 450912100 Page 6 of 11 Pages
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 Alex.Brown
(a) [X] Broker or dealer registered under Section
15 of the Act.
For Alex.Brown Capital Advisory and Trust
(b) [X] Bank as defined in section 3(a)(6) of the
Act.
Item 4 OWNERSHIP:
(a) Amount Beneficially Owned:
As of December 31, 1997
(I) Bankers Trust New York
Corporation 1,222,200 shares
Bankers Trust Company 1,813,323 shares
BT Holdings New York 30,000 shares
BT Alex.Brown 635,000 shares
Alex.Brown Capital
Advisory and Trust 650 shares
3,701,173
(ii) Bankers Trust Company was also the record
owner of 4,956,353 shares as Trustee of
Companys various stock ownership plans
(Plan)with respect to which the bank
disclaims beneficial ownership.
CUSIP No. 450912100 Page 7 of 11 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
3.15% of the Issuers outstanding Common Stock.
The common stock as to which the Bank and Bankers
Trust Corporation disclaims beneficial ownership
constitutes 4.23% of the Issuers outstanding
Common Stock.
CUSIP No. 450912100 Page 8 of 11 Pages
(c) Number of shares as to which the Bank has:
(i) sole power to vote or to direct the
vote -
Bankers Trust New York
Corporation 1,222,200 shares
Bankers Trust Company 1,243,502 shares
BT Holdings New York 30,000 shares
BT Alex.Brown 635,000 shares
Alex.Brown Capital
Advisory and Trust 650 shares
3,131,352
(ii) shared power to vote or to direct the
vote -
Bankers Trust New York
Corporation 0 shares
Bankers Trust Company 2,000 shares
BT Holdings New York 0 shares
BT Alex.Brown 0 shares
Alex.Brown Capital
Advisory and Trust 0 shares
2,000
(iii) sole power to dispose or to direct the
disposition of -
Bankers Trust New York
Corporation 1,222,200 shares
Bankers Trust Company 1,803,457 shares
BT Holdings New York 30,000 shares
BT Alex.Brown 635,000 shares
Alex.Brown Capital
Advisory and Trust 650 shares
3,691,307
CUSIP No. 450912100 Page 9 of 11 Pages
(iv) shared power to dispose or to direct the disposition of -
Bankers Trust New York
Corporation 0 shares
Bankers Trust Company 9,866 shares
BT Holdings New York 0 shares
BT Alex.Brown 0 shares
Alex.Brown Capital
Advisory and Trust 0 shares
9,866
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:
The Issuer's Plan and various trusts, and
employee benefit plans 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 10 of 11 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, 1997
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
CUSIP No. 450912100 Page 11 of 11 Pages
Signature: BT Alex.Brown
By: /s/ James T. Byrne, Jr.
Name: James T. Byrne, Jr.
Title: Secretary
Signature: Alex.Brown Capital Advisory and Trust
By: /s/ Gregg Hawes
Name: Gregg Hawes
Title: Secretary
Signature: BT Holdings (New York) Inc.
By: /s/ Gordon S. Calder, Jr.
Name: Gordon S. Calder, Jr.
Title: Secretary
EXHIBIT TO ITEM 7
The chain of ownership from Bankers Trust New York
Corporation to Bankers Trust Company and BT Holdings New
York is shown below:
Bankers Trust New York Corporation
_________________________________________________________
| |
100% 100%
| |
Bankers Trust Company BT Holdings New York
Exhibit to Item 7
The chain of ownership from Bankers Trust New York
Corporation to BT Alex. Brown and Alex. Brown Capital
Advisory and Trust is shown below:
Bankers Trust New York Corporation
|
|
100%
|
|
BT Alex.Brown Holdings Incorporated
|
_________________________|________________
| |
| |
100% 100%
| |
| |
Alex. Brown Financial Corporation BT Alex. Brown Incorporated
|
|
100%
|
|
Alex. Brown Asset Management Incorporated
|
|
100%
|
|
Alex. Brown Capital Advisory and Trust Company
