United States securities and exchange commission logo

                              May 26, 2021

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

                                                        Re: GXO Logistics, Inc.
                                                            Amendment No. 1 to
                                                            Draft Registration
Statement on Form 10-12B
                                                            Submitted May 14,
                                                            CIK No. 0001852244

       Dear Mr. Wilson :

             We have reviewed your amended draft registration statement 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 disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional

       Amendment No. 1 to Draft Registration Statement on Form 10

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

   1.                                                   You state that your
forum selection provision will identify a Delaware state court (or, if no
                                                        jurisdiction, the
federal district court for the District of Delaware) as the exclusive forum
                                                        for certain litigation,
including any    derivative action." You also state that the provision
                                                        will apply to state and
federal law claims, including claims under the federal securities
                                                        laws, including the
Securities Act and the Exchange Act. However, you revised
disclosure under "Exclusive Forum" on page 113 such that it provides a
 Malcolm Wilson
GXO Logistics, Inc.
May 26, 2021
Page 2
      different description regarding the provision. Please provide consistent
disclosure as to
      whether the exclusive forum provision applies to actions arising under
the Securities Act
      or Exchange Act. If it does, please state that there is uncertainty as to
whether a court
      would enforce it. If it applies to Securities Act claims, please also
state that investors
      cannot waive compliance with the federal securities laws and the rules
and regulations
      thereunder. In that regard, we note that Section 22 of the Securities Act
creates concurrent
      jurisdiction for federal and state courts over all suits brought to
enforce any duty or
      liability created by the Securities Act or the rules and regulations
       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 &
May 26, 2021 Page 2
cc:       Viktor Sapezhnikov
FirstName LastName