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                            May 3, 2023

       Blake Baron
       Partner
       Mitchell Silberberg & Knupp LLP
       2049 Century Park East, 18th Floor
       Los Angeles, CA 90064

                                                        Re: FOXO TECHNOLOGIES
INC.
                                                            Schedule TO-I
(Warrants)
                                                            Filed April 27,
2023
                                                            File No. 005-91932

       Dear Blake Baron:

              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
       disclosure.

               Please respond to these comments 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 to these comments, we may have additional comments.

       Schedule TO-I (Warrants)

       Offer to Exchange -- The Offer -- The Offer, page 4

   1.                                                   We note that the
security holders must consent to the General Release Agreement (filed as
                                                        an exhibit to the
Schedule TO), which includes very broad waivers. The General Release
                                                        Agreement does not
appear to comply with section 29(a) and (b) of the Securities
                                                        Exchange Act of 1934.
Thus, please revise the agreement to ensure compliance with the
                                                        Securities Exchange Act
and include disclosure in your Offer to Exchange that any
                                                        agreements already
delivered to you will be deemed to have been so modified.
       Offer to Exchange -- The Offer -- Financial Information Regarding the
Company, page 19

   2.                                                   It appears, based on
the response to Item 10 of the Schedule TO, that Foxo financial
                                                        information disclosure
has been incorporated by reference to satisfy that item
                                                        requirement. Revise to
include the complete summarized financial information required
                                                        by Item 1010(c) of
Regulation M-A.
 Blake Baron
Mitchell Silberberg & Knupp LLP
May 3, 2023
Page 2

        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

         Please direct any questions to Daniel Duchovny at 202-551-3619.



FirstName LastNameBlake Baron                               Sincerely,
Comapany NameMitchell Silberberg & Knupp LLP
                                                            Division of
Corporation Finance
May 3, 2023 Page 2                                          Office of Mergers &
Acquisitions
FirstName LastName