Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Kuchenbrod Michael
   2. Issuer Name and Ticker or Trading Symbol
Xylem Inc. [XYL] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior Vice President
(Last)
(First)
(Middle)
1133 WESTCHESTER AVENUE, C/O XYLEM INC.		 3. Date of Earliest Transaction (Month/Day/Year)
11/07/2011
(Street)

WHITE PLAINS, NY 10604		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $ 24.6 11/07/2011   A   27,443     (1) 11/07/2021 Common Stock 27,443 $ 0 27,443 D  
Restricted Stock Unit (2) 11/07/2011   A   9,248     (3)   (3) Common Stock 9,248 $ 0 9,248 D  
Restricted Stock Unit (2) 11/07/2011   A   4,820 (4)     (5)   (5) Common Stock 4,820 $ 0 4,820 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Kuchenbrod Michael
1133 WESTCHESTER AVENUE
C/O XYLEM INC.
WHITE PLAINS, NY 10604		       Senior Vice President  

Signatures

 /s/ Rina E. Teran, Assistant Corporate Secretary of Xylem Inc., by power of attorney for Michael Kuchenbrod   11/09/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These options vest in three equal annual installments beginning on November 7, 2012.
(2) Each restricted stock unit ("RSU") represents the right to receive the cash value of one share of Xylem Inc. common stock.
(3) Each of these RSUs vests on November 7, 2014, subject to early vesting in certain circumstances in connection with a separation of service or acceleration event.
(4) Reflects the conversion of the unvested portions of cash-settled total shareholder return ("TSR") awards previously granted by ITT Corporation into RSUs of Xylem Inc. in connection with the spin-off of Xylem Inc. from ITT Corporation. These RSUs will be settled in cash.
(5) 1,687 RSUs were awarded in respect of 2010 TSR awards and will vest on December 31, 2012. 3,133 RSUs were awarded in respect of 2011 TSR awards and will vest on December 31, 2013.

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