UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

~~the~~ Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~January~~February 141, 2011

Commission file number 333-113658


Sensus (Bermuda 2) Ltd.				Sensus USA Inc.
(Exact name of registrant as specified in its charter)				(Exact name of registrant as specified in its charter)

Bermuda

98-0413362

Delaware

51-0338883

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer

Identification No.)

8601 Six Forks Road, Suite 700, Raleigh, North Carolina 27615

(Address of principal executive offices) (Zip Code)

(919) 845-4000

(Registrants’ telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5 7.0201 ~~Departure~~Regulation ofFD ~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~ Disclosure

On ~~January~~ February 141, 2011, ~~Sensus~~at ~~(Bermuda~~approximately 2)11:45 ~~Ltd~~a.m. ~~and~~(EST), Sensus USA Inc. ~~(collectively,~~ (the “Company”) ~~announced~~is ~~the~~scheduled ~~appointment~~to ofmake ~~James~~a ~~Hilty~~presentation asat the ~~Company’s~~Bank ~~interim~~of ~~Chief~~America ~~Financial~~Merrill ~~Officer.~~Lynch AtSmart 51Grid ~~years~~Symposium of(the ~~age,~~“Symposium”) ~~Mr. Hilty~~at ~~has served as~~ the ~~Company’s~~Manchester ~~Vice~~Grand Hyatt ~~President~~in ofSan ~~Business~~Diego, ~~Development~~California. ~~since April~~Peter ~~2000~~Mainz, ~~focusing~~Chief onExecutive ~~corporate~~Officer ~~development~~and President, ~~strategic planning~~ and ~~investor~~James ~~relations.~~Hilty, Heinterim ~~has~~Chief ~~over~~Financial 19Officer ~~years~~and ofVice ~~experience~~President, ~~with~~Business ~~the~~Development, ~~Company~~will inbe ~~various~~representing ~~corporate~~the ~~level~~Company ~~finance~~at ~~and~~the ~~business~~Symposium. ~~development~~A ~~positions~~copy asof ~~well~~the asslides ~~operational level finance~~to ~~experience.~~be ~~Mr. Hilty~~presented ~~has~~by 10the ~~years~~Company ofat ~~prior~~the ~~audit~~Symposium ~~and~~is ~~tax~~furnished ~~experience~~as ~~with~~Exhibit ~~Ernst &~~99.1 ~~Young LLP~~hereto. HeThe ~~holds~~Company aalso ~~B.S.~~expects into ~~Business~~use ~~Administration~~such ~~and~~slides isin asimilar ~~Certified~~near-term ~~Public~~meetings, ~~Accountant~~conferences and presentations.

~~Mr. Hilty’s~~In ~~appointment~~accordance ~~occurred~~with ~~upon~~General ~~the~~Instruction ~~resignation~~B.2 of ~~Jeffrey~~Form ~~Kyle~~8-K, the ~~Company’s~~information ~~current~~contained ~~Chief~~in ~~Financial~~this ~~Officer,~~report onand ~~January 14,~~in ~~2011.~~the Inaccompanying ~~connection~~exhibit ~~with~~is ~~his~~being ~~resignation,~~furnished ~~Mr.~~to ~~Kyle and~~ the ~~Company~~Securities ~~have~~and ~~entered~~Exchange ~~into~~Commission aand ~~separation~~shall ~~agreement,~~not be ~~waiver~~deemed ~~and~~to ~~general~~be ~~release (the~~ “~~Separation Agreement~~filed”). ~~Under~~for ~~the~~purposes ~~terms~~ of ~~the~~Section 18 ~~Separation~~of ~~Agreement, Mr. Kyle will receive (i) a lump-sum payment in~~ the ~~amount~~Securities ofExchange ~~$217,500,~~Act ~~which represents Mr. Kyle’s base salary for a period~~ of ~~nine months~~1934, ~~less~~as ~~applicable~~amended ~~withholding taxes and payroll deductions,~~ (~~ii) a lump-sum payment in~~ the ~~amount~~“Exchange ~~of $9~~Act”),~~589.56~~ inor ~~respect~~otherwise ofsubject ~~Mr.~~to ~~Kyle’s~~the ~~required~~liabilities ~~percentage~~ of ~~COBRA~~that ~~health insurance premiums for a period of nine months~~section, ~~less~~nor ~~applicable~~shall ~~withholding~~such ~~taxes~~information ~~and~~be ~~payroll~~incorporated or ~~deductions,~~deemed ~~(iii)~~incorporated ~~a gross-up payment in the amount of the federal and state taxes paid~~ by ~~Mr.~~reference ~~Kyle~~into onany ~~relocation~~filing ~~payments~~under ~~made to him by~~ the ~~Company pursuant~~Securities toAct ~~the Company’s relocation policy and (iv) certain other benefits required by law to be provided after termination~~ of ~~employment. In addition~~1933, ~~the~~as ~~Company has agreed to release Mr. Kyle from his obligation to repay $75~~amended,~~000~~ toor the ~~Company~~ inExchange ~~connection~~Act, ~~with~~except ~~certain~~as ~~relocation~~shall ~~expenses~~be ~~and~~expressly toset ~~make~~forth aby ~~gross-up~~specific ~~payment~~reference ~~to Mr. Kyle~~ in ~~the~~such ~~amount of any federal and state tax obligations of Mr~~filing. ~~Kyle arising as a result of this release.~~

During the term of his employment, Mr. Kyle received grants of options to purchase Class B common stock of Sensus Metering Systems (Bermuda 1) Ltd. under the Sensus Metering Systems 2007 Stock Option Plan in the amounts of 50,000 shares and 25,000 shares in December 2008 and January 2010, respectively. All of those options have been terminated with the exception of a portion of the December 2008 grant in the amount of 20,000 shares, which had vested prior to Mr. Kyle’s resignation. The Separation Agreement remains subject to revocation by Mr. Kyle for a period of seven days. A copy of the Separation Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

The Company has commenced a national search for Mr. Kyle’s permanent replacement. There is no arrangement or understanding between Mr. Hilty and any other person pursuant to which Mr. Hilty was selected as an officer of the Company. There are no relationships or related party transactions involving Mr. Hilty or any member of his immediate family required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

1099.1 ~~Separation~~Slide ~~Agreement~~presentation, ~~Waiver and General Release,~~ dated January ~~21,~~ 2011~~, by and between Sensus USA Inc~~. ~~and Jeffrey J. Kyle.~~

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~SENSUS (BERMUDA 2) LTD.~~	SENSUS (BERMUDA 2) LTD.
Dated: January 21, 2011	By:	/s/ Peter Mainz
Dated: February 1, 2011		By:	/s/ Peter Mainz
	~~Name:~~	~~Peter Mainz~~Name:	Peter Mainz
	~~Title:~~	~~Chief Executive Officer & President~~Title:	Chief Executive Officer & President
	SENSUS USA INC.
Dated: January 21, 2011	By:	/s/ Peter Mainz
	Name:	Peter Mainz
	Title:	Chief Executive Officer & President


	SENSUS USA INC.

Dated: February 1, 2011	By:	/s/ Peter Mainz
	Name:	Peter Mainz
	Title:	Chief Executive Officer & President

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