Simpson Thacher & Bartlett llp
425 Lexington AvenueNew York, N.Y. 10017-3954(212) 455-2000Facsimile (212) 455-2502 October 5, 2011
VIA COURIER AND EDGAR
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| | | Re: | | Xylem Inc.
Amendment No. 5 to Registration
Statement on Form 10-12B
File No. 001-35229 |
Mr. Tom Jones
Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Mailstop 7010
Washington, D.C. 20549
Dear Mr. Jones:
On behalf of Xylem Inc. (the “Company” or “Xylem”), we hereby transmit via EDGAR for filing with the Securities and Exchange Commission the above-referenced amendment (the “Amendment”) to the above-referenced registration statement (the “Registration Statement”), marked to show changes from Amendment No. 4 to the Registration Statement as filed on September 26, 2011. The Registration Statement has been revised to include the record and distribution dates of the proposed spin-off described in the Registration Statement and to reflect certain other changes.
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The Company is aware of its obligations under the Securities Exchange Act of 1934, as amended. The Company acknowledges that:
| | • | | it is responsible for the adequacy and accuracy of the disclosure in the filing; |
| | • | | Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to filing; and |
| | • | | it may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Please do not hesitate to call Gary L. Sellers at 212-455-2695 or Arjun Koshal at 212-455-3379, with any questions or further comments you may have regarding the filing or if you wish to discuss the above responses.
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| | Very truly yours,
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| | /s/ Simpson Thacher & Bartlett LLP | |
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SIMPSON THACHER & BARTLETT LLP | |
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| cc: | | Securities and Exchange Commission |
| | | | Kevin Kuhar
Jay Webb
Geoffrey Kruszek |
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| | | Xylem Inc. |
| | | | Gretchen W. McClain
Frank R. Jimenez |
