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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

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FORM 8-K/A

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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 31, 2014

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EXELIS INC.
(Exact name of registrant as specified in its charter)

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(703) 790-6300
(Registrant’s telephone number, including area code)

NOT APPLICABLE
(Former name or former address, if changed since last report)

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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))

TABLE OF CONTENTS

Explanatory Note

This Current Report on Form 8-K/A (“Amendment”) is being filed as an amendment to the Current Report on Form 8-K filed by Exelis Inc. (the “Company”) with the Securities and Exchange Commission on October 31, 2014 (the “Original 8-K”).  The Original 8-K reported an incorrect figure for the Company’s Adjusted Operating Margin (excluding Vectrus) for the third quarter of 2013.  This Amendment is being filed solely to include the corrected figure.

ITEM 7.01 Regulation FD Disclosure.

On October 31, 2014, Mr. David Melcher, Chief Executive Officer and President, and Mr. Peter Milligan, Senior Vice President and Chief Financial Officer, presented financial information for the Company for the third quarter of 2014, and updated fiscal 2014 guidance.  An updated version of the presentation is attached hereto and incorporated by reference herein as Exhibit 99.2. As disclosed during the presentation, the updated version corrects the Company’s Adjusted Operating Margin (excluding Vectrus) for the third quarter of 2013 in the presentation furnished with the Original 8-K. This information is furnished pursuant to Item 7.01 Regulation FD Disclosure and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or 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.

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.

Exhibit 99.2

Third Quarter 2014 Earnings Presentation David Melcher Chief Executive Officer and President Peter Milligan Senior Vice President and Chief Financial Officer October 31, 2014 Safe Harbor Statement

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 (the “Act”): Some of the information included herein includes forward‐looking statements intended to qualify for the safe harbor from liability established by the Act. Whenever used, words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “target,” “may,” “could,” “outlook” and other terms of similar meaning are intended to identify such forward‐looking statements. Forward‐looking statements are uncertain and to some extent unpredictable, and involve known and unknown risks, uncertainties and other important factors that could cause actual results to differ materially from those expressed in, or implied from, such forward‐looking statements. The company undertakes no obligation to update any forward‐looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forwardlooking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from the company’s historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to: The forward‐looking statements in this presentation are made as of the date hereof and the company undertakes no obligation to update any forward‐looking statements, whether as a result of new information, future events or otherwise. In addition, forward‐looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from the company’s historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, those described in the Exelis Inc. Form 10‐K for the fiscal year ended December 31, 2013, and those described from time to time in our future reports filed with the Securities and Exchange Commission.    Our dependence on the defense industry and the business risks peculiar to that industry, including changing priorities or reductions in the U.S. Government or international defense budgets;    Government regulations and compliance therewith, including changes to the Department of Defense procurement process;    Our international operations, including sales to foreign customers;    Competition, industry capacity and production rates;    Misconduct of our employees, subcontractors, agents and business partners;    The level of returns on postretirement benefit plan assets and potential employee benefit plan contributions and other employment and pension matters;    Changes in interest rates and other factors that affect earnings and cash flows;    The mix of our contracts and programs, our performance, and our ability to control costs;    Governmental investigations;    Our level of indebtedness and our ability to make payments on or service our indebtedness;    Subcontractor performance;    Economic and capital markets conditions;    The availability and pricing of raw materials and components;    Ability to retain and recruit qualified personnel;    Protection of intellectual property rights;    Changes in technology;    Contingencies related to actual or alleged environmental contamination, claims and concerns;    Security breaches and other disruptions to our information technology and operations;    Unanticipated changes in our tax provisions or exposure to additional income tax liabilities; and    Ability to execute our internal performance plans including restructuring, productivity improvements and cost reduction initiatives.

Q3 2014 Financial Results Q3 2014 Results Consolidated Ex. Vectrus(2) $ millions, except per share amounts 2014 vs. 2013(1) 2014 vs. 2013 Funded Orders $ 1,544 ‐22% $ 858 ‐18% Revenue $ 1,068 ‐6% $ 780 ‐2% Adj. Operating Income (3) $ 111 ‐17% $ 96 ‐28% Adj. Operating Margin (3) 10.4% ‐130 bps 12.3% ‐40 bps Adj. EPS (3) $ 0.32 ‐22% $ 0.26 ‐10% Year‐to‐Date Free Cash Flow (FCF) (4) $ 53 ‐$8 $ 3 +$15 (1) Third quarter 2013 results are as reported, including $6M of restructuring expense. (2) Excludes estimated Vectrus results and gives effect to spin‐related estimated G&A/tax adjustments in Q3 2014 and Q3 2013. (3) 2014 adjusted operating income, operating margin and EPS excludes separation charges related to the Vectrus spin‐off. (4) Free Cash Flow = Net Cash Provided by Operating Activities less Capital Expenditures plus separation costs related to the Vectrus spin‐off. For Non‐GAAP reconciliations, refer to appendix and www.exelisinc.com/investors 3    Total book‐to‐bill of 1.4x − Ex‐Vectrus book‐to‐bill 1.1x − International sales +21% year‐to‐date Successful spin‐off of Vectrus; Intense focus on Strategic Growth Platforms

Q3 2014 Backlog& Business Environment 4    Ex‐Vectrus, funded backlog 3% Q/Q; 7% YTD    Q3 strategic announcements   Precision ground control approach radar to Saudi Arabian National Guard   Follow‐on contract to provide composite missile bodies and structures for the Joint Air‐to‐ Surface Standoff Missile   Generation 3 night vision equipment for the U.S. Army   Cross‐track Infrared Sounder (CrIS) Instrument for NASA   Initial imagery from the Exelis‐built super‐spectral imaging system on the WorldView‐3 satellite (1) Excludes estimated backlog amounts attributable to Vectrus in Q2 2014 and Q3 2014. $3.4 $3.9 $9.0 $8.9 $6.6 $6.7 $2.9 $3.0 (1) (1) ‐160 bps Adjusted Operating Margin (2)(3) Higher IR&D ‐19% Funded Orders Military composites; Airborne EW FMS tactical radios; FMS ESM system +1% Revenue Domestic airborne EW; International ESM; TM‐NVG Domestic tactical radios

C4ISR Segment 5 Year‐to‐date book‐to‐bill 1.07x Q3 2014 Results Consolidated Ex. Vectrus(2) $ millions, except per share amounts 2014 vs. 2013(1) 2014 vs. 2013 Funded Orders $ 437 ‐19% $ 437 ‐19% Revenue $ 503 +1% $ 503 +1% Adj. Operating Income(2) $ 64 ‐7% $ 60 ‐10% Adj. Operating Margin (2) 12.7% ‐120 bps 11.9% ‐160 bps (1) Third quarter 2013 results are as reported, including $4M of restructuring expense in the C4ISR segment. (2) Excludes estimated Vectrus results and gives effect to spin‐related estimated G&A/tax adjustments in Q3 2014 and Q3 2013. (3) 2014 adjusted operating income, operating margin and EPS excludes separation charges related to the spin‐off of Vectrus. For Non‐GAAP reconciliations, refer to appendix and www.exelisinc.com/investors +160 bps Adjusted Operating Margin (2)(3) Productivity improvements ‐17% Funded Orders (2) Professional engineering services Space Ground and Range programs ‐7% Revenue (2) Network systems Classified programs

I&TS Segment (1) Third quarter 2013 results are as reported, including $2M of restructuring expense in the I&TS segment. (2) Excludes estimated Vectrus results and gives effect to spin‐related estimated G&A/tax adjustments in Q3 2014 and Q3 2013. (3) 2014 adjusted operating income, operating margin and EPS excludes separation charges related to the spin‐off of Vectrus. For Non‐GAAP reconciliations, refer to appendix and www.exelisinc.com/investors Ex‐Vectrus Year‐to‐Date Book‐to‐Bill > 1.16x (3) 6 Q3 2014 Results Consolidated Ex. Vectrus(2) $ millions, except per share amounts 2014 vs. 2013(1) 2014 vs. 2013 Funded Orders $ 1,107 ‐23% $ 421 ‐17% Revenue $ 565 ‐12% $ 277 ‐7% Adj. Operating Income(3) $ 47 ‐27% $ 36 +6% Adj. Operating Margin (3) 8.3% ‐170 bps 13.0% +160bps

2014 Post‐spin Guidance $1.44 – 1.50 (2)   $1.22 (1)(2)   $0.15   $0.07 7 (1) Excludes estimated Vectrus results and gives effect to spin‐related estimated G&A/tax adjustments for 2014E. (2) 2014 Adjusted Operating Income/Margin/EPS excludes separation charges related to the Vectrus spin‐off. (3) Free Cash Flow = Net Cash Provided by Operating Activities less Capital Expenditures plus separation costs related to the Vectrus spin‐off. For Non‐GAAP reconciliations, refer to appendix and www.exelisinc.com/investors 2014E post‐spin adjusted EPS 25%+ y/y 2014 Guidance (1) Revenue $3,250 Adjusted Operating Margin(2) 12.5% Adjusted EPS(2) $1.22 Free Cash Flow(3) $140    Higher tax    Lower CAS    Key milestones and shipments

Appendix

Reconciliation of Non‐GAAP Measures 9 Management reviews key performance indicators including revenue, segment operating income and margins, orders growth, and backlog, among other metrics on a regular basis. In addition, we consider certain additional measures to be useful to management and investors evaluating our operating performance for the periods presented, and provide a tool for evaluating our ongoing operations, liquidity and management of assets. This information can assist investors in assessing our financial performance and measures our ability to generate capital for deployment among competing strategic alternatives and initiatives, including, but not limited to, acquisitions and debt repayment. These metrics, however, are not measures of financial performance under accounting principles generally accepted in the United States of America (GAAP) and should not be considered a substitute for revenue, operating income, income from continuing operations, or net cash from continuing operations as determined in accordance with GAAP. We consider the following non‐GAAP measures, which may not be comparable to similarly titled measures reported by other companies, to be key performance indicators: “Adjusted net income” defined as net income, adjusted to exclude items that include, but are not limited to, significant charges or credits that impact current results, but are not related to our ongoing operations, unusual and infrequent non‐operating items and non‐operating tax settlements or adjustments. A reconciliation of adjusted net income is provided below. ($ million, except per share) Q3 2014 Q3 2013 Q3 2014 YTD Q3 2013 YTD Net Income 52 80 165 202 Separation costs for the Vectrus spin‐off, net of tax 9 ‐ 19 ‐ Adjusted Net Income 61 80 184 202 Net Income per fully diluted share $0.27 $0.41 $0.85 $1.06 Adjusted Net Income per fully diluted share $0.32 $0.41 $0.95 $1.06 Weighted Average Shares Outstanding, Diluted 193.2 192.8 193.9 191.0

Reconciliation of Non‐GAAP Measures (cont.) 10 “adjusted operating income” defined as operating income of our two segments, adjusted to exclude items that include, but are not limited to, significant charges or credits that impact current results, but are not related to our ongoing operations, unusual and infrequent non‐operating items and non‐operating tax settlements or adjustments. A reconciliation of segment operating income is provided below. “segment adjusted operating margin” defined as segment adjusted operating income as defined above, divided by revenue. A reconciliation of segment operating margin is provided below. ($ million) Q3 2014 Q3 2013 Q3 2014 YTD Q3 2013 YTD Sales 1,068 1,141 3,230 3,577 C4ISR 503 498 1,506 1,515 I&TS 565 643 1,724 2,062 Segment Operating Income, As Reported 96 133 288 334 C4ISR 59 69 162 128 I&TS 37 64 126 206 Separation Costs for Vectrus Spin‐off, pre tax 15 ‐ 30 ‐ C4ISR 5 ‐ 13 ‐ I&TS 10 ‐ 17 ‐ Segment Operating Income, Adjusted 111 133 318 334 C4ISR 64 69 175 128 I&TS 47 64 143 206 Segment Operating Margin, As Reported C4ISR 11.7% 13.9% 10.8% 8.4% I&TS 6.5% 10.0% 7.3% 10.0% Segment Operating Margin, Adjusted 10.4% 11.7% 9.8% 9.3% C4ISR 12.7% 13.9% 11.6% 8.4% I&TS 8.3% 10.0% 8.3% 10.0% Operating Margin, As Reported 9.0% 11.7% 8.9% 9.3% Operating Margin, Adjusted 10.4% 11.7% 9.8% 9.3%

Reconciliation of Non‐GAAP Measures (cont.) 11 “Free cash flow” defined as GAAP cash provided by operating activities, less capital expenditures plus separation costs related to the spin‐off of Vectrus. This metric does not include dividend payments. Year‐to‐Date Free Cash Flow Reconciliation Q3 YTD 2014 Q3 YTD 2013 ($ million) Cash Flow From Operating Activities 71 118 Subtract: Capital Expenditures (37) (57) Free Cash Flow 34 61 Add: Separation Costs for the Vectrus Spin‐off, net of tax 19 ‐ Free Cash Flow, as Adjusted 53 61

Reconciliation of Non‐GAAP Measures (cont.) 12 “Free cash flow” defined as GAAP cash provided by operating activities, less capital expenditures plus separation costs related to the spin‐off of Vectrus. This metric does not include dividend payments. Q3 QTD 2014 Q3 YTD 2014 Q2 YTD 2014 ($ million) Cash Flow From Operating Activities 49 71 22 Subtract: Capital Expenditures (19) (37) (18) Free Cash Flow 30 34 4 Add: Separation Costs for the Vectrus Spin‐off, net of tax 9 19 10 Free Cash Flow, as Adjusted 39 53 14

Reconciliation of Non‐GAAP Measures 13 Non‐GAAP Measures Excluding Estimated Vectrus Results “Estimated adjusted net income excluding Vectrus” defined as adjusted net income as defined above adjusted to exclude estimated Vectrus results and give effect to spin‐related estimated G&A/tax adjustments. ($ million, except per share) Q3 2014 Q3 2013 Q3 2014 YTD Q3 2013 YTD Reported Net Income 52 80 165 202 Subtract: Estimated Net Income, Vectrus 2 24 22 84 Estimated Net Income, Stand‐alone Exelis 50 56 143 118 Separation costs for the Vectrus spin‐off, net of tax 9 ‐ 19 ‐ Subtract: Separation costs, Vectrus 8 ‐ 15 ‐ Separation costs, Stand‐alone Exelis 1 ‐ 4 ‐ Adjusted Net Income 61 80 184 202 Subtract: Estimated Adjusted Net Income, Vectrus 10 24 37 84 Estimated Adjusted Net Income, Stand‐alone Exelis 51 56 147 118 Net Income per fully diluted share $0.27 $0.41 $0.85 $1.06 Subtract: Estimated Net Income per fully diluted share, Vectrus $0.01 $0.13 $0.11 $0.44 Estimated Net Income per fully diluted share, Stand‐alone Exelis $0.26 $0.29 $0.74 $0.62 Adjusted Net Income per fully diluted share $0.32 $0.41 $0.95 $1.06 Subtract: Estimated Adjusted net Income per fully diluted share, Vectrus $0.06 $0.13 $0.19 $0.44 Estimated Adjusted Net Income per fully diluted share, Stand‐alone Exelis $0.26 $0.29 $0.76 $0.62 Weighted Average Shares Outstanding, Diluted 193.2 192.8 193.9 191.0

Reconciliation of Non‐GAAP Measures (cont.) 14 Non‐GAAP Measures Excluding Estimated Vectrus Results “estimated adjusted operating income excluding Vectrus” defined as adjusted operating income as defined above adjusted to exclude estimated Vectrus results and give effect to spin‐related estimated G&A/tax adjustments. “estimated adjusted operating margin excluding Vectrus” defined as estimated adjusted operating income as defined above adjusted to exclude estimated Vectrus results and give effect to spin‐related estimated G&A/tax adjustments. “estimated adjusted free cash flow excluding Vectrus” defined as free cash flow as defined above adjusted to exclude estimated Vectrus results and give effect to spin‐related estimated G&A/tax adjustments. ($ million) As Reported Estimated Vectrus Results Separation Costs Standalone Exelis Estimated Stand‐alone Exelis As Reported Estimated Vectrus Results Separation Costs Standalone Exelis Estimated Stand‐alone Exelis Orders 1,544 (686) 858 1,969 (922) 1,047 C4ISR 437 437 540 540 I&TS 1,107 (686) 421 1,429 (922) 507 Sales 1,068 (288) 780 1,141 (346) 795 C4ISR 503 503 498 498 I&TS 565 (288) 277 643 (346) 297 Operating Income 96 (2) 2 96 133 (32) 101 C4ISR 59 1 60 69 (2) 67 I&TS 37 (2) 1 36 64 (30) 34 Operating Margin 9.0% 12.3% 11.7% 12.7% C4ISR 11.7% 11.9% 13.9% 13.5% I&TS 6.5% 13.0% 10.0% 11.4% Cash Flow from Operating Activities 49 (35) 2 16 74 (12) 62 Subtract: Capital Expenditures (19) ‐ (19) (20) ‐ (20) Free Cash Flow 30 (35) 2 (3) 54 (12) ‐ 42 Q3 2014 Q3 2013

Reconciliation of Non‐GAAP Measures (cont.) 15 Non‐GAAP Measures Excluding Estimated Vectrus Results “estimated adjusted operating income excluding Vectrus” defined as adjusted operating income as defined above adjusted to exclude estimated Vectrus results and give effect to spin‐related estimated G&A/tax adjustments. “estimated adjusted operating margin excluding Vectrus” defined as estimated adjusted operating income as defined above adjusted to exclude estimated Vectrus results and give effect to spin‐related estimated G&A/tax adjustments. “estimated adjusted free cash flow excluding Vectrus” defined as free cash flow as defined above adjusted to exclude estimated Vectrus results and give effect to spin‐related estimated G&A/tax adjustments. ($ million) As Reported Estimated Vectrus Results Separation Costs Standalone Exelis Estimated Stand‐alone Exelis As Reported Estimated Vectrus Results Separation Costs Standalone Exelis Estimated Stand‐alone Exelis Orders 3,735 (1,151) 2,584 4,457 (1,551) 2,906 C4ISR 1,612 1,612 1,792 1,792 I&TS 2,123 (1,151) 972 2,665 (1,551) 1,114 Sales 3,230 (886) 2,344 3,577 (1,158) 2,419 C4ISR 1,506 1,506 1,515 1,515 I&TS 1,724 (886) 838 2,062 (1,158) 904 Operating Income 288 (31) 7 264 334 (120) 214 C4ISR 162 (1) 5 166 128 (13) 115 I&TS 126 (30) 2 98 206 (107) 99 Operating Margin 8.9% 11.3% 9.3% 8.8% C4ISR 10.8% 11.0% 8.4% 7.6% I&TS 7.3% 11.7% 10.0% 11.0% Cash Flow from Operating Activities 71 (38) 5 38 118 (74) 44 Subtract: Capital Expenditures (37) 2 (35) (57) 1 (56) Free Cash Flow 34 (36) 5 3 61 (73) ‐ (12) Q3 2014 YTD Q3 2013 YTD