XPO Logistics, Inc.
Five Greenwich Office Park
Greenwich, CT 06831
July 5, 2013
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Re: XPO Logistics, Inc. (the Company)
Registration Statement on Form S-3
SEC Registration No. 333-188848
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 5:00 PM on Tuesday, July 9, 2013, or as soon thereafter as is practicable.
The Company hereby acknowledges that:
| should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Very truly yours,
XPO Logistics, Inc.
By: | /s/ Gordon E. Devens | |
Gordon E. Devens | ||
Senior Vice President, General | ||
Counsel and Secretary |