UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 1411, 2011

Commission file number 333-113658

Sensus (Bermuda 2) Ltd.

(Exact name of registrant as specified in its charter)

Sensus USA Inc.

(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. ~~EmployerIdentification~~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 2 5.02 Departure ~~Results~~of Directors or Certain Officers; Election of ~~Operations~~Directors; ~~and~~Appointment ~~Financial~~of ~~Condition~~Certain Officers; Compensatory Arrangements of Certain Officers.

On February 1411, 2011, the Compensation Committee of the Board of Directors (the “Committee”) of Sensus (Bermuda 2) Ltd. ~~(the~~and ~~“Company”)~~Sensus ~~issued~~USA Inc. approved a ~~press~~change ~~release~~in ~~setting~~the ~~forth~~compensation ~~certain~~of ~~financial~~Mr. James ~~results~~Hilty, interim Chief Financial Officer & Vice President, Business Development. Mr. Hilty’s new base salary is $215,000, retroactive to be effective as of ~~the~~January 17, ~~Company~~2011. ~~for~~Mr. Hilty will also receive two lump-sum payments in the ~~fiscal~~amount ~~quarter~~of ~~ended~~$10,000, ~~December~~payable on April 3118, ~~2010~~2011 and July 18, 2011. AIncremental ~~copy~~payments ofbeyond July 2011 are subject to the ~~press~~Committee’s ~~release~~further isreview ~~furnished~~and asapproval. ~~Exhibit~~In 99all other respects, Mr.1 Hilty’s ~~hereto~~compensation and benefits remain unchanged.

In accordance with General Instruction B.2 of Form 8-K, the information contained in this report and in the accompanying exhibit is being furnished to the Securities and Exchange Commission and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be incorporated or deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is being furnished herewith:

99.1 Press release, dated February 14, 2011.

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.
Date: February 14, 2011	By:	/S/ PETER MAINZ
Dated: February 15, 2011	By:	/s/ Peter Mainz
		Name: Peter Mainz
		Title: Chief Executive Officer & President
	SENSUS USA INC.
Date: February 14, 2011	By:	/S/ PETER MAINZ
		Name: Peter Mainz
		Title: Chief Executive Officer & President



Dated: February 15, 2011	By:	/s/ Peter Mainz


				Name:		Peter Mainz
				Title:		Chief Executive Officer & President

Peter Mainz

Chief Executive Officer & President

SENSUS USA INC.

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