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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000891092-03-003266.txt : 20031112
<SEC-HEADER>0000891092-03-003266.hdr.sgml : 20031111
<ACCEPTANCE-DATETIME>20031112084554
ACCESSION NUMBER:		0000891092-03-003266
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20031111
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20031112

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ITT INDUSTRIES INC
		CENTRAL INDEX KEY:			0000216228
		STANDARD INDUSTRIAL CLASSIFICATION:	PUMPS & PUMPING EQUIPMENT [3561]
		IRS NUMBER:				135158950
		STATE OF INCORPORATION:			IN
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-05672
		FILM NUMBER:		03990708

	BUSINESS ADDRESS:	
		STREET 1:		FOUR W RED OAK LANE
		CITY:			WHITE PLAINS
		STATE:			NY
		ZIP:			10604
		BUSINESS PHONE:		9146412058

	MAIL ADDRESS:	
		STREET 1:		FOUR W RED OAK LANE
		CITY:			WHITE PLAINS
		STATE:			NY
		ZIP:			10604

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ITT CORP
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	INTERNATIONAL TELEPHONE & TELEGRAPH CORP
		DATE OF NAME CHANGE:	19840321
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>e16196_8k.txt
<DESCRIPTION>FORM 8-K
<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of report (Date of earliest event reported): November 11, 2003

                              ITT INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

    Indiana                          1-5627                      13-5158950
- ---------------                  --------------              -------------------
(State or other                   (Commission                  (IRS Employer
jurisdiction of                   File Number)               Identification No.)
organization)

                4 West Red Oak Lane
              White Plains, New York                       10604
     ----------------------------------------            ----------
     (Address of principal executive offices)            (Zip Code)

       Registrant's telephone number, including area code: (914) 641-2000

          (Former name or former address if changed since last report)


<PAGE>

ITEM 5. Other Events

On November 11, 2003, ITT  Industries,  Inc.  issued a press release  announcing
that it had entered into a business  combination  agreement to acquire Wedeco AG
Water  Technology  pursuant to a tender  offer.  A copy of the press  release is
attached and incorporated by reference hereto as Exhibit 99.1.

ITEM 7. Financial Statements and Exhibits

      (c) Exhibits

      99.1. Press  release  dated:  November 11, 2003 issued by ITT  Industries,
            Inc.


<PAGE>

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                              ITT INDUSTRIES, INC.

                                              By:  /s/ Kathleen S. Stolar
                                                   -----------------------------
                                                   Kathleen S. Stolar

                                              Its: Vice President, Secretary
                                                   and Associate General Counsel

Date: November 11, 2003






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>e16196ex99_1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>

                                                                    Exhibit 99.1

           ITT Industries Offers euro 18 Per Share in Cash for WEDECO
                   to Enhance ITT's Water Treatment Business


     *  Acquisition to round out ITT's global water treatment product line
        through addition of ultraviolet disinfection and ozone oxidation
        products

     *  Transaction approved and recommended by management and supervisory
        boards of WEDECO; 27 percent of share capital already committed


    WHITE PLAINS, N.Y., and DUESSELDORF, Germany, Nov. 11 //PRNewswire-
FirstCall/ -- ITT Industries, Inc. (NYSE: ITT) and WEDECO AG Water Technology
(TecDAX: WDO) today announced the signing of a definitive business combination
agreement through which ITT will acquire WEDECO. WEDECO, a leading
manufacturer of ozone oxidation and ultraviolet (UV) disinfection equipment,
will become a part of the Sanitaire division of ITT's Fluid Technology group.
This new combination will provide ITT with a broad product range of water
treatment technologies and represents the continuation of ITT's strategy of
providing customers with the world's leading water and wastewater product
portfolio. The management and supervisory board of WEDECO are fully supportive
of the transaction and are committed to WEDECO joining ITT.

    ITT intends to offer to WEDECO's shareholders euro 18 (US$20.68) per
WEDECO share in cash, representing a 36 percent premium over the three-month
average closing Xetra share price of euro 13.22.  Based on the fully diluted
number of WEDECO shares, this offer would value WEDECO at euro 233.1 million
(US$267.8 million), including the assumption of WEDECO's net debt of euro 34.3
million as of September 30, 2003. In addition, ITT and WEDECO's major
shareholder, GfS Finance GmbH, have signed a definitive share purchase
agreement whereby GfS Finance GmbH has agreed to sell all of its shares in
WEDECO, representing 27% of WEDECO's capital, to ITT. ITT's offer will be
subject to conditions including a 95% minimum acceptance threshold.

    ITT's Fluid Technology group is the world's leading provider of fluid
equipment, including pumps, and a market leader in water treatment systems,
with 11,000 employees and 32 production facilities around the world.  Through
its Biological and Filtration Divisions, ITT provides complete systems for
secondary wastewater treatment and membrane filtration for the municipal and
industrial markets. WEDECO is a market leader in the manufacture of UV
disinfection and ozone oxidation systems.

    "This acquisition gives ITT a unique opportunity to further round out our
water and wastewater treatment portfolio, offering a complete market leading
line of pumps, water filtration and disinfection products, with strong
positions in North America, Europe and Asia," said Robert Ayers, president of
ITT Industries Fluid Technology. "WEDECO's product line is a perfect
complement to Sanitaire's Biological and Filtration divisions, and this
transaction follows ITT's strategy of strengthening our leading businesses
through strategic acquisitions of adjacent technologies."

    WEDECO, based in Duesseldorf, Germany, employs 800 people in seven
manufacturing facilities -- two in Germany, and one each in the United States,
France, Italy, Hungary and Korea.  The company reported 2002 full-year
revenues of euro 134 million (US$144 million), and operating income of
euro 13.1 million (US$14 million), reconciled following US-GAAP.

    Werner Klink, CEO of WEDECO, stated, "In founding WEDECO, I had a vision
to change the paradigm of the water treatment industry. This transaction, the
resources of ITT and the proven leadership of our current CFO Christoph Dicks
as my successor and new CEO of WEDECO make me very confident that I have
achieved my goal."

    The offer is expected to be officially launched in mid-December. ITT is
being advised by UBS Investment Bank.


     For further information please visit the ITT-WEDECO merger website, which
     will later also contain the offer document, at www.ittnewsanitaire.com or
     contact:

          Tom Glover - ITT Industries - +1 914 217 8963
          Bjorn von Euler - ITT Fluid Technology - +1 201 760 5795
          Ralf Konig - WEDECO - +49 (0)211 951 9618


    About ITT Industries

    ITT Industries, Inc. (www.itt.com) supplies advanced technology products
and services in key markets including: electronic interconnects and switches;
defense communication, opto-electronics, information technology and services;
fluid and water management and other specialty products. Headquartered in
White Plains, NY, the company generated $4.99 billion in 2002 sales.

    In addition to the New York Stock Exchange, ITT Industries stock is traded
on the Midwest and Pacific exchanges and admitted to trading to the Official
Market of the Frankfurt Stock Exchange.


    Certain material presented herein consists of forward-looking statements
which involve known and unknown risks, uncertainties and other important
factors that could cause actual results to differ materially from those
expressed in, or implied from, such forward-looking statements.  Such factors
include general economic conditions, foreign currency exchange rates,
competition and other factors all as more thoroughly set forth in Item 1.
Business and Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations - Forward-Looking Statements in the ITT
Industries, Inc. Form 10-K Annual Report for the fiscal year ended December
31, 2002, and other of its filings with the Securities and Exchange
Commission.



SOURCE  ITT Industries, Inc.
    -0-                             11/11/2003
    /CONTACT:  Tom Glover of ITT Industries, +1-914-217-8963, or Bjorn von
Euler of ITT Fluid Technology, +1-201-760-5795; or Ralf Konig of WEDECO,
+49-211-951-9618 /
    /Web site:  http://www.itt.com
                http://www.newittsanitaire.com
    (ITT)

CO:  ITT Industries, Inc.; WEDECO AG Water Technology
ST:  New York, Germany
IN:  CPR ECP STW HRD ITE ARO
SU:  TNM


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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