United States securities and exchange commission logo

                               July 19, 2021

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

                                                        Re: GXO Logistics, Inc.
                                                            Amendment Nos. 3, 4
and 5 to Registration Statement on Form 10-12B
                                                            Filed July 7th,
15th, and 19th, 2021
                                                            File No. 001-40470

       Dear Mr. Wilson :

              We have reviewed your filings 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.

       Amendment No. 5 to Form 10-12B

       Risk Factors
       Risks Related to Our Common Stock
       GXO's amended and restated certificate of incorporation will contain an
exclusive forum
       provision..., page 36

   1.                                                   We note that you have
revised your prospectus to disclose that your exclusive forum
                                                        provision does not
apply to actions arising under the Exchange Act or the rules and
                                                        regulations thereunder,
but that your Article XII of Exhibit 3.1 does not contain a similar
                                                        statement. If the
company does not amend the exhibit, please tell us how you will inform
                                                        investors in future
filings that the provision does not apply to any actions arising under the
                                                        Exchange Act.
 Malcolm Wilson
GXO Logistics, Inc.
July 19, 2021
Page 2

        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.

       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 Loan Lauren Nguyen, Legal Branch Chief, at (202)
with any other questions with any other questions.

FirstName LastNameMalcolm Wilson
                                                           Division of
Corporation Finance
Comapany NameGXO Logistics, Inc.
                                                           Office of Energy &
July 19, 2021 Page 2
cc:       Viktor Sapezhnikov
FirstName LastName