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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1. Name and Address of Reporting Person * LORANGER STEVEN R   2. Issuer Name and Ticker or Trading Symbol Xylem Inc. [XYL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1133 WESTCHESTER AVENUE, C/O XYLEM INC. 3. Date of Earliest Transaction (Month/Day/Year) 05/01/2012 (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 Common Stock 05/01/2012   F(1)   72,246 D $ 27.95 (2) 147,701 (3) D   Common Stock 05/01/2012   X(4)   7.86 A $ 27.66 (5) 147,708.86 D   Common Stock 05/01/2012   J(4)   7.86 D $ 27.66 (5) 147,701 D   Common Stock               14,973 (6) I By Steven R. Loranger Revocable Trust Common Stock               50,551 I By Betsy Palmer Loranger Revocable Trust Common Stock               304.65 (7) I By 401(k) plan

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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

Phantom Stock

(8)

05/01/2012

X(4)

7.86

(9)

(9)

Common Stock

7.86

$ 27.66 (5)

31.442 (3)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LORANGER STEVEN R 1133 WESTCHESTER AVENUE C/O XYLEM INC. WHITE PLAINS, NY 10604	X

Signatures

/s/ Rina E. Teran, Assistant Corporate Secretary of Xylem Inc., by power of attorney for Steven R. Loranger		05/03/2012
**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)	Reflects the withholding of shares of common stock to pay the tax liability incident to the vesting of stock-settled restricted stock units.
(2)	Reflects the average of the high and low trading prices on the date of settlement.
(3)	The total amount of securities beneficially owned following the reported transactions includes dividend equivalent rights accrued in transactions that were exempt from reporting under the Securities Exchange Act of 1934.
(4)	Reflects the cash settlement of phantom stock.
(5)	Reflects the closing price on the date of settlement.
(6)	These shares, which were previously reported as directly held, were transfered to the Steven R. Loranger Revocable Trust in a transaction exempt from reporting under Rule 16a-13.
(7)	As of April 30, 2012.
(8)	Each share of phantom stock represents the right to receive the cash value of one share of Xylem Inc. common stock.
(9)	Credited shares of phantom stock are payable in cash pursuant to the Resignation Agreement, dated as of October 14, 2011, by and between Mr. Loranger and ITT Corporation.

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