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                              October 12, 2022

       Drew Wilkerson
       Chief Executive Officer
       RXO, LLC
       11215 North Community House Road
       Charlotte, NC 28277

                                                        Re: RXO, LLC
                                                            Registration
Statement on Form 10-12B
                                                            Filed September 28,
2022
                                                            File No. 001-41514

       Dear Drew Wilkerson:

              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 within ten business days 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 and any amendment you may file in
response to these
       comments, we may have additional comments.

       Registration Statement on Form 10-12B filed September 28, 2022

       Other Brokered Transportation Services, page 71

   1.                                                   You include new
forecast disclosure regarding expected growth rates during several
                                                        periods starting in
2021. If you retain these forecasts, revise to explain how you derived
                                                        these estimates and to
clarify that the percentages relate to growth in
                                                        each referenced market
and not your particular anticipated results of operations, if true.
       Registration Rights Agreement, page 114

   2.                                                   We note your new
disclosure about a registration rights agreement (the    Registration
                                                        Rights Agreement   )
with Jacobs Private Equity, LLC, an affiliate of Brad Jacobs, RXO   s
                                                        chairman. Expand the
disclosure to identify the material provisions, such as the lock-up
                                                        referenced in Section
5.02 of newly filed exhibit 10.9, to quantify the maximum number
 Drew Wilkerson
RXO, LLC
October 12, 2022
Page 2
      of shares potentially covered by the agreement, and to state the
percentage of outstanding
      shares the number represents.

      Add a new risk factor regarding the Registration Rights Agreement to
indicate possible
      adverse impacts from the agreement, including on market price and on the
registrant's
      ability to offer its shares during applicable lock-up periods. The risk
factor at page 41
      captioned "A significant number of shares of our common stock may be sold
following
      the distribution" appears to exclude resales from affiliates in its
discussion of market price
      risks.
Stock Ownership of Directors and Executive Officers, page 120

3.    Provide updated and current information throughout the information
statement to quantify
      the number of shares of RXO that will be distributed as a result of the
spin-off. Complete
      the tabular entries in this section, and define JPE either in the
footnote or in the new
      Registration Rights Agreement disclosure at page 114. Similarly, provide
updated
      disclosure to reflect any material changes to the newly expanded
discussion of material
      indebtedness which begins at page 118. Lastly, fill in the omitted
information in the
      Description of Capital Stock section and file an updated version of the
amended and
      restated certificate of incorporation once the information is known.
        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.

       You may contact Robert Babula, Staff Accountant, at (202) 551-3339 or
Gus
Rodriguez, Accounting Branch Chief, at (202) 551-3752 if you have questions
regarding
comments on the financial statements and related matters. Please contact Liz
Packebusch, Staff
Attorney, at (202) 551-8749 or Timothy S. Levenberg, Special Counsel, at (202)
551-3707 with
any other questions.



                                                             Sincerely,
FirstName LastNameDrew Wilkerson
                                                             Division of
Corporation Finance
Comapany NameRXO, LLC
                                                             Office of Energy &
Transportation
October 12, 2022 Page 2
cc:       David Huntington
FirstName LastName