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<SEC-DOCUMENT>0001275287-06-002317.txt : 20060428
<SEC-HEADER>0001275287-06-002317.hdr.sgml : 20060428
<ACCEPTANCE-DATETIME>20060428074723
ACCESSION NUMBER:		0001275287-06-002317
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20060428
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Regulation FD Disclosure
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060428
DATE AS OF CHANGE:		20060428

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:		06787092

	BUSINESS ADDRESS:	
		STREET 1:		FOUR W RED OAK LANE
		CITY:			WHITE PLAINS
		STATE:			NY
		ZIP:			10604
		BUSINESS PHONE:		9146412000

	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>it5609.txt
<DESCRIPTION>FORM 8-K
<TEXT>
================================================================================

                                  UNITED STATES
                       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): April 28, 2006

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

            Indiana                     1-5672                13-5158950
   (State or other jurisdiction       (Commission          (I.R.S. Employer
        of incorporation)             File Number)        Identification No.)

                 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

                                 Not Applicable
          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (See General Instruction A.2. below):

[ ]   Written communications pursuant to Rule 425 under the Securities
      Act (17 CFR 230.425)

[ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange
      Act (17 CFR 240.14a-12)

[ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

================================================================================

<PAGE>

ITEM 2.02    RESULTS OF OPERATIONS AND FINANCIAL CONDITION
ITEM 7.01    REGULATION FD DISCLOSURE

     Attached hereto as Exhibit 99.1 and incorporated by reference herein is
information on the results of operations for ITT Industries, Inc. for the first
quarter 2006 and the Company's increased fiscal year 2006 earnings per share and
revenue guidance and other forward-looking statements relating to 2006 as
presented in a press release dated April 28, 2006. This information shall not be
deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") or incorporated by reference into any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as
shall be expressly set forth by specific reference in such filing.

A copy of this press release is attached and incorporated by reference herein as
Exhibit 99.1.

ITEM 9.01.   FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

 99.1 Press release dated April 28, 2006.

                                        2
<PAGE>

                                    SIGNATURE

     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: April 28, 2006
                                        3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>it5609ex991.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                                                                    Exhibit 99.1

 ITT REPORTS FIRST QUARTER 2006 EPS OF $0.83, INCLUDING IMPACT OF SPECIAL ITEMS

     -    Earnings excluding special items are $0.63 per share, up 19 percent,
          and up 21 percent excluding adoption of SFAS-123R

     -    Revenue up 7 percent to $1.89 billion on strong growth in Fluid
          Technology and Defense; organic revenue up 8 percent

     -    Orders up 25 percent with gains in all segments; organic orders up 27
          percent

     -    Operating improvements drive margin gain of 110 basis points,
          excluding special items

     -    Company raises FY 2006 earnings forecast excluding special items from
          $2.89 - $2.96 to $2.91 - $2.97 per share, and raises FY revenue range
          from $7.82 - $7.97 billion to $7.90 - $8.01 billion

     WHITE PLAINS, N.Y., April 28 /PRNewswire-FirstCall/ -- ITT Industries, Inc.
(NYSE: ITT) today reported first quarter 2006 net income of $155.9 million or
$0.83 per share, including the net impact of special items of $37.8 million or
$0.20 per share, with the gain on the sale of ITT's auto tubing and Richter
businesses partially offset by restructuring charges. Excluding special items,
earnings from continuing operations grew 19 percent to $0.63 per share over the
first quarter 2005. Excluding the ($0.01) per share impact of the adoption of
SFAS - 123R, earnings grew 21 percent to $0.64 per share. First quarter 2006
revenue was $1.89 billion, up 7 percent over the period last year.

     "The first quarter has given us good momentum for the year, with revenue
growth of 7 percent and organic revenue growth of 8 percent, and with income,
margin and order growth in all four segments," said Steve Loranger, Chairman,
President and Chief Executive Officer. "Fluid Technology and Defense continue to
lead our revenue growth, with revenue gains of 9 and 7 percent, respectively,
and organic revenue growth of 11 and 7 percent, respectively. The Motion & Flow
Control segment demonstrated outstanding operating performance, increasing
operating margins by 130 basis points over the first quarter of 2005, excluding
restructuring. Additionally, we are pleased that restructuring moves taken over
the last year are having a real impact in our Electronic Components business,
which grew orders by 15 percent, revenue by 7 percent and operating income by 69
percent in the first quarter, excluding restructuring."

<PAGE>

     "We expect sustained strength in the year ahead, particularly in Defense
and the Water and Wastewater businesses," Loranger said. "Company-wide revenue
growth, order growth, and operating improvements are a testament to the strength
of our management team. We will continue to use ITT's Management System to
strengthen our market leadership positions and expand corporate-wide sourcing
and lean initiatives to support our long-term growth objectives."

     2006 Outlook

     "We laid out an aggressive growth plan for 2006 and expect to deliver on
that commitment," Loranger added. "Based on our strong start for the year, we
are raising our full-year earnings forecast excluding special items from a range
of $2.89 - $2.96 to $2.91 - $2.97 per share, up 12 - 15 percent compared to
2005, including the estimated ($0.09) per share impact from the adoption of
SFAS-123R. Excluding the impact of the adoption of SFAS-123R, our outlook for
full year 2006 earnings from continuing operations excluding special items would
be up 16 - 18 percent. We're also raising the mid-point of our full-year revenue
guidance by $50 million, from a range of $7.82 - $7.97 billion to $7.90 - $8.01
billion."

     Primary Business Results

     Fluid Technology

     *    First quarter 2006 Fluid Technology revenue was $685.7 million, up
          $55.6 million or 9 percent; organic revenues grew 11 percent over the
          period in 2005, led by Water and Wastewater and Industrial/Biopharm.
          Operating income was $63.3 million, including the impact of
          restructuring. Excluding restructuring, operating income was up 10
          percent to $67.3 million.
     *    Order activity remains robust in this segment, with double digit
          organic order growth in Water/Wastewater, Industrial/Biopharm and
          Building Trades. Segment organic orders grew 12 percent in the
          quarter.
     *    Growth was particularly strong in the wastewater business, with 14
          percent growth in organic revenue and 17 percent growth in organic
          orders. ITT's Flygt group is preparing to introduce a new series of
          large pumps incorporating the company's N-pump technology, extending
          the N-pump's energy-saving and life-cycle cost advantages through its
          wastewater products. This month, Flygt also introduced a new line of
          dewatering pumps using N-pump technology.

<PAGE>

     *    In the first quarter, ITT was awarded the contract to provide pumps
          and systems for the 2008 Summer Olympic Kayaking venue in Beijing. The
          course will be designed to move 5,000 gallons of water/second over the
          500-meter course. It is the fourth summer Olympic kayaking course
          powered by ITT Fluid Technology products.

     Defense Electronics & Services

     *    ITT's Defense Electronics & Services segment reported first quarter
          revenues of $831.1 million, up 7 percent over the same period in 2005.
          Operating income for the segment was $95.8 million, including the
          impact of restructuring. Excluding restructuring, operating income was
          up 26 percent in the quarter to $97.8 million. Higher volume, better
          yields and contract performance drove Defense operating margin up 180
          basis points in the first quarter, excluding restructuring.
     *    Order activity remains strong, with order growth of 45 percent in the
          quarter, led by Aerospace Communications, Night Vision, Systems and
          Space, increasing ITT's Defense backlog by 10 percent to $3.9 billion.
          Order growth in Defense is expected to continue outpacing revenue
          growth through 2006.
     *    The growth at Defense is being led by Aerospace Communications, which
          has more than tripled its production rate for its SINCGARS tactical
          radios over the last year. During the first quarter, ITT received a
          U.S. Army order for 60,000 additional radios valued at more than $400
          million, extending the growth visibility in this important product
          line. The company also foresees greater potential for international
          sales of SINCGARS, as coalition partners and allies upgrade their
          communications to be compatible with U.S. forces.
     *    ITT's Systems division continues to grow revenues due to increased
          outsourcing of services by the U.S. Department of Defense. Revenues
          were up 17 percent in the first quarter, and orders grew 42 percent.

<PAGE>

     Motion & Flow Control

     *    First quarter revenues for ITT's Motion & Flow Control segment were
          $188.3 million, down 1 percent from the first quarter last year,
          primarily due to the negative impact of foreign currency translation.
          On an organic basis, Motion & Flow Control revenues grew 5 percent.
          First quarter operating income for the segment was $35.9 million,
          including the impact of restructuring charges. Excluding
          restructuring, operating income for this segment was $38.2 million, up
          6 percent, and segment operating margin grew 130 basis points on
          higher volumes and operating improvements at Leisure Marine, Friction
          Materials and Aerospace Controls.
     *    Order activity levels are robust, with 7 percent order growth and 13
          percent organic order growth over the same period last year, driven
          primarily in Friction Materials and Leisure Marine.
     *    Aerospace Controls, which produces fuel valves and other components,
          continues to benefit from the upturn in the aerospace market, with
          organic revenue growth of 18 percent.

     Electronic Components

     *    First quarter revenues for the Electronic Components segment were $185
          million, up 7 percent over the same period in 2005. Organic revenue
          grew 10 percent, with growth in cellular handsets, transportation,
          auto and industrial markets. Operating income for the first quarter
          was $7.5 million including the impact of restructuring charges.
          Excluding restructuring, operating income was $14.2 million, up 69
          percent over the first quarter last year, and operating margins grew
          290 basis points, primarily driven by restructuring actions and other
          operational improvements made over the last year, as well as higher
          volumes.

<PAGE>

     *    Order intake at Electronic Components was at the highest level since
          the third quarter 2000, up 15 percent over the first quarter last
          year, and up 18 percent on an organic basis. This is primarily
          attributable to growth in the cellular handset market. The segment's
          book-to-bill ratio stood at 1.12.
     *    The process to prepare Electronic Components' Switches business for
          disposition is underway. The company will continue to improve and
          manage the business to create value until a disposition is completed.

     About ITT Industries

     ITT Industries, Inc. (http://www.itt.com) supplies advanced technology
products and services in key markets including: fluid and water management
including water treatment; defense communication, opto-electronics, information
technology and services; electronic interconnects and switches; and other
specialty products. Headquartered in White Plains, NY, the company generated
$7.4 billion in 2005 sales. In addition to the New York Stock Exchange, ITT
Industries stock is traded on the Pacific, Paris, London and Frankfurt
exchanges.

     For free B-roll/video content about ITT Industries, please log onto
http://www.thenewsmarket.com/ITT to preview and request video. You can receive
broadcast-standard video quality digitally or by tape from this site.
Registration and video are free to the media.

     "Safe Harbor Statement" under the Private Securities Litigation Reform Act
of 1995 ("the Act"):

     Certain material presented herein includes forward-looking statements
intended to qualify for the safe harbor from liability established by the Act.
These forward-looking statements include statements that describe the Company's
business strategy, outlook, objectives, plans, intentions or goals, and any
discussion of future operating or financial performance. Whenever used, words
such as "anticipate," "estimate," "expect," "project," "intend," "plan,"
"believe," "target" and other terms of similar meaning are intended to identify
such forward-looking statements. Forward-looking statements are uncertain and to
some extent unpredictable, and 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.
Factors that could cause results to differ materially from those anticipated by
the Company include general global economic conditions, decline in consumer
spending, interest and foreign currency exchange rate fluctuations, availability
of commodities, supplies and raw materials, competition, acquisitions or
divestitures, changes in government defense budgets, employment and pension
matters, contingencies related to actual or alleged environmental contamination,
claims and concerns, intellectual property matters, personal injury claims,
governmental investigations, tax obligations, and changes in generally accepted
accounting principles. Other factors are more thoroughly set forth in Item 1.
Business, Item 1A. Risk Factors, and Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations - Forward-Looking
Statements in the ITT Industries, Inc. Annual Report on Form 10-K for the fiscal
year ended December 31, 2005, and other of its filings with the Securities and
Exchange Commission. The Company undertakes no obligation to update any
forward-looking statements, whether as a result of new information, future
events or otherwise.

<PAGE>

                      ITT INDUSTRIES, INC. AND SUBSIDIARIES
                    CONSOLIDATED CONDENSED INCOME STATEMENTS
                         (In millions, except per share)
                                   (Unaudited)

                                                       Three Months Ended
                                                            March 31,
                                                   ---------------------------
                                                      2006           2005
                                                   ------------   ------------
Sales and revenues                                 $    1,886.7   $    1,765.9

Costs of sales and revenues                             1,383.5        1,296.4
Selling, general and administrative expenses              270.3          262.9
Research and development expenses                          42.7           44.3
Restructuring and asset impairment charges                 15.1           18.4
Total costs and expenses                                1,711.6        1,622.0

Operating income                                          175.1          143.9
Interest expense                                           19.9           20.1
Interest income                                             3.7           14.2
Miscellaneous expense                                       5.3            5.0
Income from continuing operations before income
 taxes                                                    153.6          133.0
Income tax expense                                         46.1           11.6
Income from continuing operations                         107.5          121.4
Discontinued operations, including tax
 expense/(benefit) of $7.4, $ (3.1) in
  each period                                              48.4           (4.9)
Net income                                         $      155.9   $      116.5

Earnings Per Share:
Income from continuing operations:
  Basic                                            $       0.58   $       0.66
  Diluted                                          $       0.57   $       0.64
Discontinued operations:
 Basic                                             $       0.26   $      (0.03)
 Diluted                                           $       0.26   $      (0.02)
Net income:
 Basic                                             $       0.84   $       0.63
 Diluted                                           $       0.83   $       0.62

Average Common Shares - Basic                             184.6          184.6
Average Common Shares - Diluted                           187.8          188.5

<PAGE>

                      ITT INDUSTRIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                  (In millions)
                                   (Unaudited)

                                                     March 31,    December 31,
                                                       2006           2005
                                                   ------------   ------------
Assets
Current Assets:
  Cash and cash equivalents                        $      623.8   $      451.0
  Receivables, net                                      1,317.3        1,268.1
  Inventories, net                                        707.0          661.3
  Current assets of discontinued operations                   -          256.9
  Deferred income taxes                                    73.2           73.6
  Other current assets                                    102.9           69.9
    Total current assets                                2,824.2        2,780.8

Plant, property and equipment, net                        829.3          837.0
Deferred income taxes                                      90.0           87.5
Goodwill, net                                           2,284.8        2,249.1
Other intangible assets, net                              210.4          214.8
Other assets                                              985.4          894.2
    Total assets                                   $    7,224.1   $    7,063.4

Liabilities and Shareholders' Equity
Current Liabilities:
  Accounts payable                                 $      816.8   $      797.2
  Accrued expenses                                        785.5          745.8
  Accrued taxes                                           167.4          187.1
  Current liabilities of discontinued operations              -           77.9
  Notes payable and current maturities of
   long-term debt                                         819.5          751.4
  Other current liabilities                                 8.0            8.3
    Total current liabilities                           2,597.2        2,567.7

Pension and postretirement benefits                       735.4          733.8
Long-term debt                                            514.4          516.3
Other liabilities                                         515.9          522.2
    Total liabilities                                   4,362.9        4,340.0

Shareholders' equity                                    2,861.2        2,723.4
    Total liabilities and shareholders' equity     $    7,224.1   $    7,063.4

<PAGE>

                      ITT INDUSTRIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (In millions)
                                   (Unaudited)

                                                        Three Months Ended
                                                             March 31,
                                                   ---------------------------
                                                       2006           2005
                                                   ------------   ------------
Operating Activities
Net income                                         $      155.9   $      116.5
(Income) loss from discontinued operations                (48.4)           4.9
Income from continuing operations                         107.5          121.4

Adjustments to income from continuing operations:
Depreciation and amortization                              50.7           49.5
Restructuring and asset impairment charges                 15.1           18.4
Payments for restructuring                                (18.1)          (9.6)
Change in receivables                                     (40.3)         (82.5)
Change in inventories                                     (45.2)         (17.3)
Change in accounts payable and accrued expenses            25.7           55.4
Change in accrued and deferred taxes                      (29.7)         (12.5)
Change in other current and non-current assets           (113.2)        (110.5)
Change in other non-current liabilities                    (6.6)          (5.2)
Other, net                                                 11.1            0.2
Net cash - operating activities                           (43.0)           7.3

Investing Activities
Additions to plant, property and equipment                (29.7)         (26.4)
Acquisitions, net of cash acquired                        (23.7)          (1.2)
Proceeds from sale of assets and businesses               225.3            3.6
Other, net                                                 (1.6)           0.2
Net cash - investing activities                           170.3          (23.8)

Financing Activities
Short-term debt, net                                       67.0          179.3
Long-term debt repaid                                      (0.6)          (3.4)
Long-term debt issued                                         -            0.4
Repurchase of common stock                                (68.8)         (82.4)
Proceeds from issuance of common stock                     36.9           35.7
Dividends paid                                            (16.6)         (33.2)
Other, net                                                  7.5           (0.3)
Net cash - financing activities                            25.4           96.1

Exchange Rate Effects on Cash and Cash Equivalents          6.7           (9.2)
Net Cash - Discontinued Operations Operating               15.6            4.5
Net Cash - Discontinued Operations Investing               (2.2)          (1.5)

Net change in cash and cash equivalents                   172.8           73.4
Cash and cash equivalents - beginning of year             451.0          262.9
Cash and Cash Equivalents - end of period          $      623.8   $      336.3

<PAGE>

              ITT Industries Non-GAAP Press Release Reconciliation
                  Reported vs. Organic Revenue / Orders Growth
                            First Quarter 2006 & 2005
                                  ($ Millions)

                                              (As Reported - GAAP)
                                   ------------------------------------------
                                    Sales &    Sales &    Change     % Change
                                   Revenues   Revenues     2006        2006
                                    3M 2006    3M 2005   vs. 2005    vs. 2005
                                   --------   --------   --------    --------
ITT Industries -  Consolidated      1,886.7    1,765.9      120.8           7%

Fluid Technology                      685.7      630.1       55.6           9%

Wastewater                            246.3      222.1       24.2          11%

Defense Electronics  & Services       831.1      775.7       55.4           7%

Electronic Components                 185.0      173.7       11.3           7%

Motion & Flow Control                 188.3      190.0       (1.7)         -1%

Aerospace Controls                     21.4       18.2        3.2          18%

                                                          Change     % Change
                                    Orders     Orders      2006        2006
                                    3M 2006    3M 2005   vs. 2005    vs. 2005
                                   --------   --------   --------    --------
ITT Industries -  Consolidated      2,378.6    1,897.0      481.6          25%

Defense Electronics & Services      1,213.6      835.9      377.7          45%

Fluid Technology                      762.3      698.1       64.2           9%

Water Wastewater                      513.3      478.1       35.2           7%

Wastewater                            291.2      258.6       32.6          13%

Industrial Biopharm                   162.9      145.9       17.0          12%

Building Trades                        97.3       83.9       13.4          16%

Motion & Flow Control                 196.0      182.9       13.1           7%

Electronic Components                 206.7      180.1       26.6          15%

                                                          Orders
                                                          / Sales
                                    Orders      Sales     Book-to
                                    3M 2006    3M 2006     -Bill
                                   --------   --------   --------
Electronic Components                 206.7      185.0       1.12

<PAGE>

<TABLE>
<CAPTION>
                                           (As Adjusted - Organic)
                         ----------------------------------------------------------
                            Sales &      Acquisition         FX        Adj. Sales &
                           Revenues     Contribution    Contribution     Revenues
                            3M 2006        3M 2006         3M 2006        3M 2006
                         ------------   ------------    ------------   ------------
<S>                           <C>               <C>             <C>         <C>
ITT Industries -
 Consolidated                 1,886.7           (4.6)           33.9        1,916.0

Fluid Technology                685.7           (4.6)           17.6          698.7

Wastewater                      246.3           (4.6)           11.3          253.0

Defense Electronics
 & Services                     831.1            0.0             0.0          831.1

Electronic Components           185.0            0.0             5.7          190.7

Motion & Flow Control           188.3            0.0            10.7          199.0

Aerospace Controls               21.4            0.0             0.0           21.4
</TABLE>

<TABLE>
<CAPTION>
                                         Acquisition         FX
                            Orders      Contribution    Contribution    Adj. Orders
                            3M 2006        3M 2006         3M 2006        3M 2006
                         ------------   ------------    ------------   ------------
<S>                           <C>               <C>             <C>         <C>
ITT Industries -
 Consolidated                 2,378.6           (2.7)           34.6        2,410.5

Defense Electronics
 & Services                   1,213.6            0.0               -        1,213.6

Fluid Technology                762.3           (2.7)           19.1          778.7

Water Wastewater                513.3           (2.7)           20.6          531.2

Wastewater                      291.2           (2.7)           12.9          301.4

Industrial Biopharm             162.9            0.0            (0.6)         162.3

Building Trades                  97.3            0.0            (0.5)          96.8

Motion & Flow Control           196.0            0.0             9.8          205.8

Electronic Components           206.7            0.0             5.5          212.2
</TABLE>

<PAGE>

                                    Sales &    Change    % Change
                                   Revenues    Adj. 06    Adj. 06
                                    3M 2005    vs. 05     vs. 05
                                   --------   --------   --------
ITT Industries - Consolidated       1,765.9      150.1          8%

Fluid Technology                      630.1       68.6         11%

Wastewater                            222.1       30.9         14%

Defense Electronics & Services        775.7       55.4        7.1%

Electronic Components                 173.7       17.0         10%

Motion & Flow Control                 190.0        9.0          5%

Aerospace Controls                     18.2        3.2         18%

                                               Change    % Change
                                    Orders     Adj. 06    Adj. 06
                                    3M 2005    vs. 05     vs. 05
                                   --------   --------   --------
ITT Industries - Consolidated       1,897.0      513.5         27%

Defense Electronics & Services        835.9      377.7         45%

Fluid Technology                      698.1       80.6         12%

Water Wastewater                      478.1       53.1         11%

Wastewater                            258.6       42.8         17%

Industrial Biopharm                   145.9       16.4         11%

Building Trades                        83.9       12.9         15%

Motion & Flow Control                 182.9       22.9         13%

Electronic Components                 180.1       32.1         18%

<PAGE>

              ITT Industries Non-GAAP Press Release Reconciliation
         Segment Operating Income & OI Margin Adjusted for Restructuring
                          First Quarter of 2006 & 2005
                                   ($ Millions)

<TABLE>
<CAPTION>
                                                            %                     Adjust
                                    Q1 2006    Q1 2005    Change      Q1 2006    for 2006
                                      As        As        06 vs.        As       Restruc-
                                   Reported   Reported      05       Reported     turing
                                   --------   --------   --------    --------   ---------
<S>                                 <C>        <C>          <C>       <C>           <C>
Sales and Revenues:
Electronic Components                 185.0      173.7                  185.0
Defense Electronics &  Services       831.1      775.7                  831.1
Fluid Technology                      685.7      630.1                  685.7
Motion & Flow Control                 188.3      190.0                  188.3
Intersegment eliminations              (3.4)      (3.6)                  (3.4)
  Total Ongoing segments            1,886.7    1,765.9                1,886.7
Dispositions and other                    -          -                      -
Total Sales and Revenues            1,886.7    1,765.9                1,886.7

Operating Margin:
Electronic Components                   4.1%       0.6%                   4.1%
Defense Electronics & Services         11.5%      10.0%                  11.5%
Fluid Technology                        9.2%       8.7%                   9.2%
Motion & Flow Control                  19.1%      16.6%                  19.1%
Total Ongoing Segments                 10.7%       9.3%                  10.7%

Income:
Electronic Components                   7.5        1.1      581.8%        7.5         6.7
Defense Electronics & Services         95.8       77.8       23.1%       95.8         2.0
Fluid Technology                       63.3       54.6       15.9%       63.3         4.0
Motion & Flow Control                  35.9       31.6       13.6%       35.9         2.3
Total Segment Operating Income        202.5      165.1       22.7%      202.5        15.0
</TABLE>

<TABLE>
<CAPTION>
                                                          Adjust
                                                           for
                                    Q1 2006    Q1 2005     2005         Q1      % Change
                                      As         As      Restruc-     2005 As    Adj. 06
                                   Adjusted   Reported    turing     Adjusted    vs. 05
                                   --------   --------   --------    --------   --------
<S>                                 <C>        <C>           <C>      <C>         <C>
Sales and Revenues:
Electronic Components                 185.0      173.7                  173.7
Defense Electronics & Services        831.1      775.7                  775.7
Fluid Technology                      685.7      630.1                  630.1
Motion & Flow Control                 188.3      190.0                  190.0
Intersegment eliminations              (3.4)      (3.6)                  (3.6)
  Total Ongoing
   segments                         1,886.7    1,765.9                1,765.9
Dispositions and other                    -          -                      -
Total Sales and
 Revenues                           1,886.7    1,765.9                1,765.9

Operating Margin:
Electronic Components                   7.7%       0.6%                   4.8%    290 BP
Defense Electronics
 & Services                            11.8%      10.0%                  10.0%    180 BP
Fluid Technology                        9.8%       8.7%                   9.7%     10 BP
Motion & Flow Control                  20.3%      16.6%                  19.0%    130 BP
Total Ongoing Segments                 11.5%       9.3%                  10.4%    110 BP

Income:
Electronic Components                  14.2        1.1        7.3         8.4       69.0%
Defense Electronics & Services         97.8       77.8        0.0        77.8       25.7%
Fluid Technology                       67.3       54.6        6.5        61.1       10.1%
Motion & Flow Control                  38.2       31.6        4.5        36.1        5.8%
Total Segment Operating Income        217.5      165.1       18.3       183.4       18.6%
</TABLE>

<PAGE>

            ITT Industries Non-GAAP Press Release Reconciliation
                   Reported vs. Adjusted Net Income & EPS
                          First Quarter of 2006 & 2005
                     ($ Millions, except EPS and shares)

<TABLE>
<CAPTION>
                                  Q1 2006         Q1 2006         Q1 2006         Q1 2005
                                As Reported     Adjustments     As Adjusted     As Reported
                               ------------    ------------    ------------    ------------
<S>                                   <C>            <C>              <C>             <C>
Segment Operating Income              202.5            15.0#A         217.5           165.1

Interest Income (Expense)             (16.2)              -           (16.2)           (5.9)
Other Income (Expense)                 (5.3)              -            (5.3)           (5.0)
Gain on sale of Assets                    -               -               -               -
Corporate (Expense)                   (27.4)            0.1#A         (27.3)          (21.2)

Income from Continuing
 Operations before Tax                153.6            15.1           168.7           133.0

Income Tax Items                                                          -               -
Income Tax Expense                    (46.1)           (4.5)#B        (50.6)          (11.6)

Total Tax Expense                     (46.1)           (4.5)          (50.6)          (11.6)

Income from Continuing
 Operations                           107.5            10.6           118.1           121.4

Income from Discontinued
 Operations                            48.4           (48.4)#C          0.0            (4.9)

Net Income                            155.9           (37.8)          118.1           116.5

Diluted EPS                            0.83           (0.20)           0.63            0.62
   Stock Option Expenses                                               0.01
    Diluted EPS Excluding
     Stock Option Expense                                              0.64
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                                  Percent
                                                                  Change          Change
                                  Q1 2005        Q1 2005       2006 vs. 2005   2006 vs. 2005
                                Adjustments     As Adjusted     As Adjusted     As Adjusted
                               ------------    ------------    ------------    ------------
<S>                                   <C>             <C>      <C>                     <C>
Segment Operating Income               18.3#D         183.4

Interest Income (Expense)              (5.6)#E        (11.5)
Other Income (Expense)                    -            (5.0)
Gain on sale of Assets                    -               -
Corporate (Expense)                    (0.6)#F        (21.8)

Income from Continuing
 Operations before Tax                 12.1           145.1

Income Tax Items                      (29.6)#G        (29.6)
Income Tax Expense                     (3.8)#H        (15.4)

Total Tax Expense                     (33.4)          (45.0)

Income from Continuing
 Operations                           (21.3)          100.1

Income from
 Discontinued Operations                4.9#I             -

Net Income                            (16.4)          100.1            18.0            17.9%

Diluted EPS                           (0.09)           0.53    $       0.10            18.9%
   Stock Option
    Expenses                                              -
    Diluted EPS
     Excluding Stock
     Option Expense                                    0.53    $       0.11            20.6%
</TABLE>

#A - Remove Restructuring Expense of $15.1M.
#B - Remove Tax Benefit on Special Items of ($4.5M).
#C - Remove D.O. Income of ($48.4M).
#D - Remove Restructuring Expense of $18.3M.
#E - Remove Interest Income due to Tax Refund ($5.6M).
#F - Remove Other Refund ($0.6M).
#G - Remove Tax Refund of ($29.6M).
#H - Remove Tax Benefit on Special Items of  ($3.8M).
#I - Remove D.O. expense of $4.9M.

SOURCE  ITT Industries, Inc.
    -0-                             04/28/2006
    /CONTACT:  Tom Glover of ITT Industries, Inc., +1-914-641-2160,
      tom.glover@itt.com/
    /Web site:  http://www.itt.com
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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