United States securities and exchange commission logo

                           July 1, 2021

       Malcolm Wilson
       Chief Executive Officer
       GXO Logistics, Inc.
       Five American Lane
       Greenwich, CT 6831

                                                        Re: GXO Logistics, Inc.
                                                            Form 10-12B
                                                            Filed June 9, 2021
                                                            File No. 001-40470

       Dear Mr. Wilson :

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

            After reviewing your response and any amendment you may file in
response to these
       comments, we may have additional comments.

       Form 10-12B filed June 9, 2021

       Exhibit 99.1
       Risk Factors -- Risks Related to Our Common Stock
       GXO's amended and restated certificate of incorporation will contain an
exclusive forum
       provision, page 35

   1.                                                   We note your response
to comment 1. Please revise to disclose whether your provision
                                                        applies to actions
arising under the Exchange Act.
               We remind you that the company and its management are
responsible for the accuracy
       and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of
       action by the staff.
 Malcolm Wilson
GXO Logistics, Inc.
July 1, 2021
Page 2

       You may contact Yolanda Guobadia, Staff Accountant, at (202) 551-3562 or
Rodriguez, Accounting Branch Chief, at (202) 551-3752 if you have questions
comments on the financial statements and related matters. Please contact Kevin
Dougherty, Staff
Attorney, at (202) 551-3271 or Timothy S. Levenberg, Special Counsel, at (202)
551-3707 with
any other questions.

FirstName LastNameMalcolm Wilson
                                                           Division of
Corporation Finance
Comapany NameGXO Logistics, Inc.
                                                           Office of Energy &
July 1, 2021 Page 2
cc:       Viktor Sapezhnikov
FirstName LastName