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                                February 9, 2023

       Tyler Danielson
       Interim Chief Executive Officer
       FOXO Technologies Inc.
       729 N. Washington Ave., Suite 600
       Minneapolis, MN 55401

                                                        Re: FOXO Technologies
Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed January 30,
2023
                                                            File No. 333-268980

       Dear Tyler Danielson:

             We have reviewed your amended 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 amending your registration
statement and providing the
       requested information. 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
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
January 19, 2023 letter.

       Amendment No. 1 to Registration Statement on Form S-1

       General

   1.                                                   We note your revised
disclosure in response to comments 1 and 3. Please revise to
                                                        disclose on the cover
page and pages ii, 6 and 111 the price that the permitted transferees
                                                        of the Sponsor paid for
the securities being registered for resale (i.e., the shares of Class A
                                                        Common Stock and the
warrants to purchase shares of Class A Common Stock that they
                                                        received from the
Sponsor) or advise. Also please disclose the potential profit the selling
                                                        securityholders
(including the permitted transferees of the Sponsor) could earn based on
                                                        the current trading
price.
 Tyler Danielson
FirstName LastNameTyler
FOXO Technologies Inc. Danielson
Comapany9,NameFOXO
February   2023       Technologies Inc.
February
Page 2 9, 2023 Page 2
FirstName LastName
Cover Page

2.       We note your revised disclosure in response to comment 5 on pages 9
and 49, in the Risk
         Factor and MD&A sections, respectively, and we reissue the comment. To
the extent that
         all or most of the shares being registered for resale were purchased
by the selling
         securityholders for prices considerably below the current market price
of your Class A
         Common Stock, please highlight on your prospectus cover page the
significant negative
         impact sales of shares on this registration statement could have on
the public trading price
         of your Class A Common Stock.
Prospectus Summary
Recent Developments, page 4

3.       We note your revised disclosure in response to comment 2. Please
expand your disclosure
         on page 4 to describe the business activities or segments that you
will retain assuming the
         sale of FOXO Life Insurance is completed.
Risk Factors
Sales of a substantial number of our securities in the public market by the
Selling
Securityholders..., page 9

4.       We note your added risk factor disclosure on page 9 in response to
comment 6. Please
         expand this risk factor to disclose the percentage that the securities
being registered for
         resale currently represent of the total number of your shares
outstanding. Additionally,
         disclose the purchase price of the securities being registered paid by
the permitted
         transferees of the Sponsor, or advise. Noting your disclosure in the
third paragraph of this
         risk factor, please identify the section and page number in the
prospectus where
         differences in the purchase prices paid by the selling securityholders
(including
         the permitted transferees of the Sponsor) and public securityholders
is described.
There is no guarantee that the exercise price of our Warrants will ever be less
than the trading
price of our Common Stock..., page 13

5.       We note your added risk factor disclosure on page 13 in response to
comment 8 that you
         may lower the exercise price of the Public Warrants and the Private
Warrants in
         accordance with Section 9.8 of the Warrant Agreement. Please revise
the prospectus
         cover page to also disclose that you may lower the exercise price of
the Public Warrants
         and the Private Warrants and provide similar disclosure in the
prospectus summary,
         MD&A and use of proceeds sections. Also please provide appropriate
cross-references to
         your disclosure in the section headed "Description of Securities of
the Company -
         Warrants" to accompany this added disclosure.
 Tyler Danielson
FirstName LastNameTyler
FOXO Technologies Inc. Danielson
Comapany9,NameFOXO
February   2023       Technologies Inc.
February
Page 3 9, 2023 Page 3
FirstName LastName
Description of Securities of the Company
Warrants, page 104

6.       Please revise this section of your filing to disclose whether you have
any current plans or
         intentions to lower the exercise price of the Public Warrants and the
Private Warrants in
         accordance with Section 9.8 of the Warrant Agreement, as referenced on
page 13. Also
         please revise to disclose the material terms of this provision,
including, without limitation:
             the circumstances under which you would lower the exercise price
and the purpose
              thereof;
             how and when the exercise price of each warrant may be adjusted;
and
             whether you can lower the exercise price for some but not all
warrants.

       Please contact David Gessert at (202) 551-2326 or David Lin at (202)
551-3552 with any
questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of
Finance