June 11, 2012
VIA COURIER AND EDGAR
| Re: | Xylem Inc. |
| Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-181643) |
Mr. Timothy Buchmiller
Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Mailstop 7010
Washington, D.C. 20549
Dear Mr. Buchmiller:
On behalf of Xylem Inc. (the “Company”), we hereby transmit via EDGAR for filing with the Securities and Exchange Commission the above-referenced amendment to the above-referenced registration statement (the “Registration Statement”), marked to show changes from the initial filing of the Registration Statement as filed on May 24, 2012. The Registration Statement has been revised in response to the Staff’s oral comments received on Thursday, June 7, 2012.
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.
Very truly yours,
/s/ Simpton Thacher & Bartlett LLP
SIMPSON THACHER & BARTLETT LLP
| cc: | Frank R. Jimenez, Esq. |