FORM 4
[ X ] 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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Durbin Robert E 		2. Issuer Name and Ticker or Trading Symbol

Exelis Inc. [ XLS ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Senior Vice President
(Last)          (First)          (Middle)

1650 TYSONS BOULEVARD, SUITE 1700 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/29/2015
(Street)

MCLEAN, VA 22102
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   5/29/2015     D    38491   (1) D   (2) 0   D    
Common Stock   5/29/2015     D    967.95   D   (3) 0   I   by 401(k) plan  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Employee Stock Option (Right to Buy)   $10.0733   5/29/2015     D         56616      (4) 11/7/2021   Common Stock   56616   $14.6367   (4) 0   D    
Employee Stock Option (Right to Buy)   $10.2941   5/29/2015     D         55460      (5) 3/6/2022   Common Stock   55460   $14.4159   (5) 0   D    
Employee Stock Option (Right to Buy)   $10.2205   5/29/2015     D         56322      (6) 3/8/2023   Common Stock   56322   $14.4895   (6) 0   D    
Employee Stock Option (Right to Buy)   $19.1623   5/29/2015     D         13799      (7) 3/6/2024   Common Stock   13799   $5.5477   (7) 0   D    

Explanation of Responses:
( 1)  Includes 53 additional shares of Issuer common stock pursuant to a dividend reinvestment feature since the date of the last report.
( 2)  Includes (a) 13,117 shares of Issuer common stock disposed of pursuant to a merger agreement between the Issuer and Harris Corporation in exchange for (i) 0.1025 shares of common stock of Harris Corporation (market value of $8.12 per 0.1025 shares of common stock of Harris Corporation) and (ii) cash consideration of $16.625 per Issuer share, (b) 11,860 restricted stock units disposed of for approximately $293,061, plus accrued dividend equivalents, representing the market value of the Issuer's common stock on the effective date of the merger ($24.71), and (c) 1,073 restricted stock units granted during 2015 and disposed of, on a pro-rated basis, for approximately $26,514, plus accrued dividend equivalents, reflecting the market value of the Issuer's shares on the effective date of the merger ($24.71). This amount reflects post-Vectrus, Inc. spin-off share amounts (following the Vectrus spin-off, Issuer restricted stock units were adjusted to preserve their pre-spin-off value).
( 3)  Disposed of pursuant to a merger agreement between the Issuer and Harris Corporation in exchange for (i) 0.1025 shares of common stock of Harris Corporation (market value of $8.12 per 0.1025 shares of common stock of Harris Corporation) and (ii) cash consideration of $16.625 per Issuer share.
( 4)  This option, which was fully vested, ceased to be outstanding and was cancelled in the merger in exchange for a cash payment of approximately $828,672, representing the difference between the exercise price of the option and the market value common stock of the issuer on the effective date of the merger ($24.71 per share). The number of shares subject to the option and the exercise price reflect post-Vectrus, Inc. spin-off holdings (following the Vectrus spin-off, Issuer options were adjusted to preserve their pre-spin-off value).
( 5)  This option, which was fully vested, ceased to be outstanding and was cancelled in the merger in exchange for a cash payment of approximately $799,506, representing the difference between the exercise price of the option and the market value common stock of the issuer on the effective date of the merger ($24.71 per share). The number of shares subject to the option and the exercise price reflect post-Vectrus, Inc. spin-off holdings (following the Vectrus spin-off, Issuer options were adjusted to preserve their pre-spin-off value).
( 6)  This option, which provided for vesting in three equal installments beginning on March 8, 2014, ceased to be outstanding and was cancelled in the merger in exchange for a cash payment of approximately $816,078, representing the difference between the exercise price of the option and the market value common stock of the issuer on the effective date of the merger ($24.71 per share). The number of shares subject to the option and the exercise price reflect post-Vectrus, Inc. spin-off holdings (following the Vectrus spin-off, Issuer options were adjusted to preserve their pre-spin-off value).
( 7)  This option, which provided for vesting in three equal installments beginning on March 6, 2015, ceased to be outstanding and was cancelled in the merger in exchange for a cash payment of approximately $76,553, representing the difference between the exercise price of the option and the market value common stock of the issuer on the effective date of the merger ($24.71 per share). The number of shares subject to the option and the exercise price reflect post-Vectrus, Inc. spin-off holdings (following the Vectrus spin-off, Issuer options were adjusted to preserve their pre-spin-off value).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Durbin Robert E
1650 TYSONS BOULEVARD
SUITE 1700
MCLEAN, VA 22102

Senior Vice President

Signatures
Rachel L. Semanchik, as Attorney-in-Fact 6/2/2015
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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