August 8, 2024

Scott Milford
President and Chief Executive Officer
XWELL, Inc.
254 West 31st Street, 11th Floor
New York, New York 10001

       Re: XWELL, Inc.
           PREC14A filed August 2, 2024
           File No. 1-34785
Dear Scott Milford:

       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.
Defined terms used here have the same meaning as in your proxy statement.

PREC14A filed August 2, 2024
General

1.     We note your disclosure that "[t]he Annual Meeting will be held in a
virtual meeting
       format only, via live audio webcast on the Internet" and that
"[s]tockholders will not be
       able to attend the Annual Meeting in person." You also state that "a
list of stockholders of
       record will be available during the Annual Meeting for inspection by
stockholders of
       record for any legally valid purpose related to the Annual Meeting."
Consider revising to
       clarify how stockholders will be able to inspect the "list of
stockholders of record" during
       the Annual Meeting when they "will not be able to attend the Annual
Meeting in person."
Is My Vote Important?, page 2

2.     Where a registrant determines that a dissident shareholder   s director
nominations do not
       comply with its advance notice bylaw requirements and excludes the
dissident
       shareholder   s nominees from its proxy card, and the dissident
shareholder then initiates
 August 8, 2024
Page 2

        litigation challenging the registrant   s determination regarding the
validity of the director
        nominations, the registrant must disclose, among other things, "a brief
description of the
        basis for that determination." See Question 139.05 under Proxy Rules
and Schedules
        14A/14C Compliance and Disclosure Interpretations (November 17, 2023).
Please expand
        your disclosure here to describe in additional detail the "material
omissions and other
        material deficiencies" that led to your decision.
How Do I Vote?, page 5

3.      Your disclosure here notes that stockholders may vote "By Telephone"
under the third
        bullet point. The next sentence, however, refers to voting "via the
Internet," although the
        last sentence notes when "[t]he telephone voting facilities" will
close. Please revise to
        provide the correct information, including the telephone number.
Will This Year's Annual Meeting Require the Use of a Universal Proxy Card?,
page 9

4.      Please revise the heading of this section and the disclosure here to
reflect that the
        dissident will use a universal proxy card for this contest. That is,
clarify that unless and
        until a court deems the dissident's nominations to be invalid, the
dissident must include
        the registrant's nominees on its card and shareholders who wish to vote
for the dissident's
        nominees currently must use its card.
        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 Eddie Kim at 202-679-6943 or Christina
Chalk at 202-551-
3263.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Mergers
& Acquisitions