<PAGE>   1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 11, 1999

                                                    REGISTRATION NO.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                               ------------------

                              ITT INDUSTRIES, INC.
               (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                            <C>
                   INDIANA                                       13-5158950
       (STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER
        INCORPORATION OR ORGANIZATION)                      IDENTIFICATION NO.)
</TABLE>

                  4 WEST RED OAK LANE, WHITE PLAINS, NY 10604
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
                               ------------------

                      ITT INDUSTRIES 1996 RESTRICTED STOCK
                        PLAN FOR NON-EMPLOYEE DIRECTORS
                            (FULL TITLE OF THE PLAN)
                               ------------------

   ROBERT W. BEICKE, VICE PRESIDENT, ASSOCIATE GENERAL COUNSEL AND ASSISTANT
                                   SECRETARY
                              ITT INDUSTRIES, INC.
                              4 WEST RED OAK LANE
                             WHITE PLAINS, NY 10604
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)

  TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (914) 641-2000

                             ---------------------

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
                                                      PROPOSED            PROPOSED
                                       AMOUNT          MAXIMUM             MAXIMUM            AMOUNT OF
       TITLE OF SECURITIES             TO BE       OFFERING PRICE         AGGREGATE         REGISTRATION
         TO BE REGISTERED            REGISTERED      PER SHARE**      OFFERING PRICE**           FEE
------------------------------------------------------------------------------------------------------------
<S>                                 <C>          <C>                 <C>                 <C>
Common Stock ($1 par value per
  share)..........................    100,000         $37.1875           $3,718,750           $1,033.81
                                       shares
Series A Participating Cumulative
  Preferred Stock Purchase
  Rights..........................    100,000
                                      rights+
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
</TABLE>

     ** Estimated solely for the purpose of determining the registration fee
and, in accordance with Rule 457(h), based upon the average of the high and low
sale prices of the Common Stock reported in the consolidated reporting system
for August 4, 1999.

      + The Series A Participating Cumulative Preferred Stock Purchase Rights
(the "Rights") are appurtenant to and trade with the Common Stock. The value
attributable to the Rights, if any, is reflected in the market value of the
Common Stock and the registration fee for the Rights is included in the fee for
the Common Stock.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>   2

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") (File No. 1-5627) are hereby incorporated
by reference in this registration statement:

          (a) Annual Report on Form 10-K for the year ended December 31, 1998;

          (b) Quarterly Reports on Form 10-Q for the quarters ended March 31 and
     June 30, 1999;

          (c) Proxy Statement for the Special Meeting of Shareholders on
     September 21, 1995 (Filed with the Commission on August 28, 1995); and

          (d) Form 8-A dated December 20, 1995.

     All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 prior to the filing with the Commission of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in the registration statement and to be a part thereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference shall be deemed to be modified or
superseded to the extent that a statement contained in the registration
statement or in any other subsequently filed document which also is incorporated
or deemed to be incorporated by reference modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The audited financial statements and schedule incorporated by reference in
this registration statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto, and are incorporated herein by reference in reliance upon the authority
of said firm as experts in accounting and auditing in giving said report.
Reference is made to the report dated January 27, 1999 included in ITT
Industries, Inc.'s Annual Report on Form 10-K for the year ended December 31,
1998, which includes an explanatory paragraph with respect to the change in the
method of accounting for reengineering costs incurred in connection with the
development of and installation of software for internal use in 1997 as
discussed in Note 2 to the financial statements.

     Robert W. Beicke, Esq., whose legal opinion with respect to the securities
registered hereunder is filed as Exhibit 5 hereto, is an employee of the Company
and participates in certain of its stock benefit plans.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Sections 23-1-37-8 and 23-1-37-13 of the Indiana Business Corporation Law
("IBCL") provide that the Company may indemnify any individual made a party to a
proceeding (including a proceeding by or in the right of the Company) because
the individual is or was a director, officer, employee or agent of the Company
against liability incurred in the proceeding if the individual acted in good
faith and reasonably believed (i) in the case of conduct in the individual's
official capacity with the Company, that the individual's conduct was in the
Company's best interests and (ii) in all other cases, that the individual's
conduct was at least not opposed to the Company's best interests. In the case of
any criminal proceeding, the individual must have had either reasonable cause to
believe the conduct was lawful or no reasonable cause to believe that it was
unlawful. The Company's By-laws provide for the above indemnification of
directors and officers. Reference is made to the Company's By-laws filed with
the Company's Form 10-K Annual Report for the fiscal year ended December 31,
1998. In addition, Sections 23-1-37-9 and 23-1-37-13 of the IBCL provide that
the Company, unless limited by its Articles of Incorporation, must indemnify a
director or officer who was wholly successful

                                      II-1
<PAGE>   3

in the defense of any proceeding to which the director or officer was a party
because the director or officer is or was a director or officer of the Company
against reasonable expenses incurred by the director or officer in connection
with the proceeding. The Company's Articles of Incorporation do not limit the
indemnification provided by the IBCL. Reference is made to the Company's
Restated Articles of Incorporation filed with the Company's Form 10-Q for the
quarterly period ended June 30, 1997.

     The Company also has provided liability insurance for the directors and
officers for certain losses arising from claims or charges made against them
while acting in their capacities as directors or officers and has entered into
an indemnification agreement with each of its non-employee directors. Under its
form of indemnification agreement, the Company agrees to indemnify its directors
against all expenses, liabilities or losses incurred by the directors in their
capacity as such: (i) to the fullest extent permitted by applicable law; (ii) as
provided in the By-laws of the Company as in effect on the date of such
agreement; and (iii) in the event the Company does not maintain the
aforementioned insurance or comparable coverage, to the full extent provided in
the applicable policies as in effect on the date of such agreement (the
Company's obligations described in (ii) and (iii) being subject to certain
exceptions).

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.  EXHIBITS.

     See Exhibit Index elsewhere herein.

ITEM 9.  UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

     (1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

           (i) to include any prospectus required by section 10(a)(3) of the
     Securities Act of 1933;

           (ii) to reflect in the prospectus any facts or events arising after
     the effective date of the registration statement (or the most recent
     post-effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     registration statement; and

          (iii) to include any material information with respect to the plan of
     distribution not previously disclosed in the registration statement or any
     material change to such information in the registration statement;

 provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement;

     (2) that, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

     (3) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual

                                      II-2
<PAGE>   4

report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by a registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-3
<PAGE>   5

                                   SIGNATURES

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, AND BY THE UNDERSIGNED IN THE CAPACITY INDICATED, IN THE CITY OF
WHITE PLAINS AND STATE OF NEW YORK ON THIS 11TH DAY OF AUGUST, 1999.

                                          ITT Industries, Inc.

                                          By: /s/  EDWARD W. WILLIAMS

                                            ------------------------------------
                                                     Edward W. Williams
                                               Vice President and Controller
                                               (Principal Accounting Officer)

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints ROBERT W. BEICKE, VINCENT A. MAFFEO and KATHLEEN
S. STOLAR, and each of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all such capacities, to sign any
and all amendments to this registration statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
                      SIGNATURE                                      TITLE                    DATE
                      ---------                                      -----                    ----
<S>                                                    <C>                                <C>

                  /s/ TRAVIS ENGEN                       Chairman and Chief Executive     July 27, 1999
-----------------------------------------------------            and Director
                    Travis Engen
            (Principal Executive Officer)

                 /s/ RAND V. ARASKOG                               Director               July 27, 1999
-----------------------------------------------------
                   Rand V. Araskog

                /s/ ROBERT A. BURNETT                              Director               July 27, 1999
-----------------------------------------------------
                  Robert A. Burnett

               /s/ CURTIS J. CRAWFORD                              Director               July 27, 1999
-----------------------------------------------------
                 Curtis J. Crawford

                 /s/ CHRISTINA GOLD                                Director               July 27, 1999
-----------------------------------------------------
                  Christina A. Gold

                   /s/ E. C. MEYER                                 Director               July 27, 1999
-----------------------------------------------------
                   Edward C. Meyer
</TABLE>

                                      II-4
<PAGE>   6

<TABLE>
<CAPTION>
                      SIGNATURE                                      TITLE                    DATE
                      ---------                                      -----                    ----
<S>                                                    <C>                                <C>
                /s/ LINDA S. SANFORD                               Director               July 27, 1999
-----------------------------------------------------
                  Linda S. Sanford

                    /s/ S. TAUREL                                  Director               July 27, 1999
-----------------------------------------------------
                    Sidney Taurel
</TABLE>

                                      II-5
<PAGE>   7

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                            DESCRIPTION                                       LOCATION
-------                           -----------                                       --------
<S>      <C>                                                             <C>
 4. (a)  ITT Industries, Inc.'s Restated Articles of Incorporation.....  Incorporated by reference to
                                                                           Exhibit 3(i) to ITT
                                                                           Industries' Form 10-Q for the
                                                                           quarterly period ended June
                                                                           30, 1997 (CIK No. 216228,
                                                                           File No. 1-5627).
   (b)   Form of Rights Agreement between ITT Indiana, Inc. and The
         Bank of New York, as Rights Agent.............................  Incorporated by reference to
                                                                           Exhibit 1 to ITT Industries'
                                                                           Form 8-A dated December 20,
                                                                           1995 (CIK No. 216228, File
                                                                           No. 1-5627).
   (c)   ITT Industries, Inc.'s By-laws, as amended....................  Incorporated by reference to
                                                                           Exhibit 3(c) to ITT
                                                                           Industries' Form 10-K Annual
                                                                           Report for the fiscal year
                                                                           ended December 31, 1998 (CIK
                                                                           No. 216228, File No. 1-5627).
 5.      Opinion re legality...........................................  Filed herewith.
15.      Letter re unaudited interim financial information.............  Not applicable.
23.      Consents of experts and counsel...............................  The consent of independent
                                                                         public accountants is filed
                                                                           herewith. The consent of
                                                                           counsel is incorporated by
                                                                           reference to Exhibit 5 filed
                                                                           herewith.
24.      Power of attorney.............................................  See pages II-4 and II-5 of this
                                                                           registration statement.
99.      Additional exhibits...........................................  None.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "ITT INDUSTRIES 1996 RESTRICTED STOCK PLAN", "secsgml_size_bytes": 21574}]
{"company-data": {"conformed-name": "ITT INDUSTRIES INC", "cik": "0000216228", "assigned-sic": "3590", "irs-number": "135158950", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-84917", "film-number": "99683468"}, "business-address": {"street1": "FOUR W RED OAK LANE", "city": "WHITE PLAINS", "state": "NY", "zip": "10604", "phone": "9146412000"}, "mail-address": {"street1": "FOUR W RED OAK LANE", "city": "WHITE PLAINS", "state": "NY", "zip": "10604"}, "former-company": [{"former-conformed-name": "ITT CORP", "date-changed": "19920703"}, {"former-conformed-name": "INTERNATIONAL TELEPHONE & TELEGRAPH CORP", "date-changed": "19840321"}]}
1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 11, 1999

                                                    REGISTRATION NO.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                               ------------------

                              ITT INDUSTRIES, INC.
               (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
INDIANA                                       13-5158950
       (STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER
        INCORPORATION OR ORGANIZATION)                      IDENTIFICATION NO.)
4 WEST RED OAK LANE, WHITE PLAINS, NY 10604
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
                               ------------------

                      ITT INDUSTRIES 1996 RESTRICTED STOCK
                        PLAN FOR NON-EMPLOYEE DIRECTORS
                            (FULL TITLE OF THE PLAN)
                               ------------------

   ROBERT W. BEICKE, VICE PRESIDENT, ASSOCIATE GENERAL COUNSEL AND ASSISTANT
                                   SECRETARY
                              ITT INDUSTRIES, INC.
                              4 WEST RED OAK LANE
                             WHITE PLAINS, NY 10604
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)

  TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (914) 641-2000

                             ---------------------

                        CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
                                                      PROPOSED            PROPOSED
                                       AMOUNT          MAXIMUM             MAXIMUM            AMOUNT OF
       TITLE OF SECURITIES             TO BE       OFFERING PRICE         AGGREGATE         REGISTRATION
         TO BE REGISTERED            REGISTERED      PER SHARE**      OFFERING PRICE**           FEE
------------------------------------------------------------------------------------------------------------
Common Stock ($1 par value per
  share)..........................    100,000         $37.1875           $3,718,750           $1,033.81
                                       shares
Series A Participating Cumulative
  Preferred Stock Purchase
  Rights..........................    100,000
                                      rights+
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
** Estimated solely for the purpose of determining the registration fee
and, in accordance with Rule 457(h), based upon the average of the high and low
sale prices of the Common Stock reported in the consolidated reporting system
for August 4, 1999.

      + The Series A Participating Cumulative Preferred Stock Purchase Rights
(the "Rights") are appurtenant to and trade with the Common Stock. The value
attributable to the Rights, if any, is reflected in the market value of the
Common Stock and the registration fee for the Rights is included in the fee for
the Common Stock.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
2

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") (File No. 1-5627) are hereby incorporated
by reference in this registration statement:

          (a) Annual Report on Form 10-K for the year ended December 31, 1998;

          (b) Quarterly Reports on Form 10-Q for the quarters ended March 31 and
     June 30, 1999;

          (c) Proxy Statement for the Special Meeting of Shareholders on
     September 21, 1995 (Filed with the Commission on August 28, 1995); and

          (d) Form 8-A dated December 20, 1995.

     All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 prior to the filing with the Commission of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in the registration statement and to be a part thereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference shall be deemed to be modified or
superseded to the extent that a statement contained in the registration
statement or in any other subsequently filed document which also is incorporated
or deemed to be incorporated by reference modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The audited financial statements and schedule incorporated by reference in
this registration statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto, and are incorporated herein by reference in reliance upon the authority
of said firm as experts in accounting and auditing in giving said report.
Reference is made to the report dated January 27, 1999 included in ITT
Industries, Inc.'s Annual Report on Form 10-K for the year ended December 31,
1998, which includes an explanatory paragraph with respect to the change in the
method of accounting for reengineering costs incurred in connection with the
development of and installation of software for internal use in 1997 as
discussed in Note 2 to the financial statements.

     Robert W. Beicke, Esq., whose legal opinion with respect to the securities
registered hereunder is filed as Exhibit 5 hereto, is an employee of the Company
and participates in certain of its stock benefit plans.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Sections 23-1-37-8 and 23-1-37-13 of the Indiana Business Corporation Law
("IBCL") provide that the Company may indemnify any individual made a party to a
proceeding (including a proceeding by or in the right of the Company) because
the individual is or was a director, officer, employee or agent of the Company
against liability incurred in the proceeding if the individual acted in good
faith and reasonably believed (i) in the case of conduct in the individual's
official capacity with the Company, that the individual's conduct was in the
Company's best interests and (ii) in all other cases, that the individual's
conduct was at least not opposed to the Company's best interests. In the case of
any criminal proceeding, the individual must have had either reasonable cause to
believe the conduct was lawful or no reasonable cause to believe that it was
unlawful. The Company's By-laws provide for the above indemnification of
directors and officers. Reference is made to the Company's By-laws filed with
the Company's Form 10-K Annual Report for the fiscal year ended December 31,
1998. In addition, Sections 23-1-37-9 and 23-1-37-13 of the IBCL provide that
the Company, unless limited by its Articles of Incorporation, must indemnify a
director or officer who was wholly successful

                                      II-1
3

in the defense of any proceeding to which the director or officer was a party
because the director or officer is or was a director or officer of the Company
against reasonable expenses incurred by the director or officer in connection
with the proceeding. The Company's Articles of Incorporation do not limit the
indemnification provided by the IBCL. Reference is made to the Company's
Restated Articles of Incorporation filed with the Company's Form 10-Q for the
quarterly period ended June 30, 1997.

     The Company also has provided liability insurance for the directors and
officers for certain losses arising from claims or charges made against them
while acting in their capacities as directors or officers and has entered into
an indemnification agreement with each of its non-employee directors. Under its
form of indemnification agreement, the Company agrees to indemnify its directors
against all expenses, liabilities or losses incurred by the directors in their
capacity as such: (i) to the fullest extent permitted by applicable law; (ii) as
provided in the By-laws of the Company as in effect on the date of such
agreement; and (iii) in the event the Company does not maintain the
aforementioned insurance or comparable coverage, to the full extent provided in
the applicable policies as in effect on the date of such agreement (the
Company's obligations described in (ii) and (iii) being subject to certain
exceptions).

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.  EXHIBITS.

     See Exhibit Index elsewhere herein.

ITEM 9.  UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

     (1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

           (i) to include any prospectus required by section 10(a)(3) of the
     Securities Act of 1933;

           (ii) to reflect in the prospectus any facts or events arising after
     the effective date of the registration statement (or the most recent
     post-effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     registration statement; and

          (iii) to include any material information with respect to the plan of
     distribution not previously disclosed in the registration statement or any
     material change to such information in the registration statement;

 provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement;

     (2) that, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

     (3) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual

                                      II-2
4

report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by a registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-3
5

                                   SIGNATURES

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, AND BY THE UNDERSIGNED IN THE CAPACITY INDICATED, IN THE CITY OF
WHITE PLAINS AND STATE OF NEW YORK ON THIS 11TH DAY OF AUGUST, 1999.

                                          ITT Industries, Inc.

                                          By: /s/  EDWARD W. WILLIAMS

                                            ------------------------------------
                                                     Edward W. Williams
                                               Vice President and Controller
                                               (Principal Accounting Officer)

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints ROBERT W. BEICKE, VINCENT A. MAFFEO and KATHLEEN
S. STOLAR, and each of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all such capacities, to sign any
and all amendments to this registration statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE                                      TITLE                    DATE
                      ---------                                      -----                    ----
/s/ TRAVIS ENGEN                       Chairman and Chief Executive     July 27, 1999
-----------------------------------------------------            and Director
                    Travis Engen
            (Principal Executive Officer)

                 /s/ RAND V. ARASKOG                               Director               July 27, 1999
-----------------------------------------------------
                   Rand V. Araskog

                /s/ ROBERT A. BURNETT                              Director               July 27, 1999
-----------------------------------------------------
                  Robert A. Burnett

               /s/ CURTIS J. CRAWFORD                              Director               July 27, 1999
-----------------------------------------------------
                 Curtis J. Crawford

                 /s/ CHRISTINA GOLD                                Director               July 27, 1999
-----------------------------------------------------
                  Christina A. Gold

                   /s/ E. C. MEYER                                 Director               July 27, 1999
-----------------------------------------------------
                   Edward C. Meyer
II-4
6
SIGNATURE                                      TITLE                    DATE
                      ---------                                      -----                    ----
/s/ LINDA S. SANFORD                               Director               July 27, 1999
-----------------------------------------------------
                  Linda S. Sanford

                    /s/ S. TAUREL                                  Director               July 27, 1999
-----------------------------------------------------
                    Sidney Taurel
II-5
7

                                 EXHIBIT INDEX
EXHIBIT
NUMBER                            DESCRIPTION                                       LOCATION
-------                           -----------                                       --------
4. (a)  ITT Industries, Inc.'s Restated Articles of Incorporation.....  Incorporated by reference to
                                                                           Exhibit 3(i) to ITT
                                                                           Industries' Form 10-Q for the
                                                                           quarterly period ended June
                                                                           30, 1997 (CIK No. 216228,
                                                                           File No. 1-5627).
   (b)   Form of Rights Agreement between ITT Indiana, Inc. and The
         Bank of New York, as Rights Agent.............................  Incorporated by reference to
                                                                           Exhibit 1 to ITT Industries'
                                                                           Form 8-A dated December 20,
                                                                           1995 (CIK No. 216228, File
                                                                           No. 1-5627).
   (c)   ITT Industries, Inc.'s By-laws, as amended....................  Incorporated by reference to
                                                                           Exhibit 3(c) to ITT
                                                                           Industries' Form 10-K Annual
                                                                           Report for the fiscal year
                                                                           ended December 31, 1998 (CIK
                                                                           No. 216228, File No. 1-5627).
 5.      Opinion re legality...........................................  Filed herewith.
15.      Letter re unaudited interim financial information.............  Not applicable.
23.      Consents of experts and counsel...............................  The consent of independent
                                                                         public accountants is filed
                                                                           herewith. The consent of
                                                                           counsel is incorporated by
                                                                           reference to Exhibit 5 filed
                                                                           herewith.
24.      Power of attorney.............................................  See pages II-4 and II-5 of this
                                                                           registration statement.
99.      Additional exhibits...........................................  None.