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                          May 3, 2023

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

                                                        Re: FOXO Technologies
Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed April 27,
2023
                                                            File No. 333-271475

       Dear Tyler Danielson:

              This is to advise you that we have not reviewed and will not
review your registration
       statement.

               Please refer to Rules 460 and 461 regarding requests for
acceleration. 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.

                                                        Please contact
Madeleine Mateo at 202-551-3465 with any questions.




                          Sincerely,


                          Division of Corporation Finance

                          Office of Finance
       cc:                                              Blake Baron