June 13, 2025

Ezra T. Ernst
President and Chief Executive Officer
XWELL, Inc.
254 West 31st Street, 11th Floor
New York, NY 10001

        Re: XWELL, Inc.
            Amendment No. 2 to Registration Statement on Form S-3
            Filed June 3, 2025
            File No. 333-284768
Dear Ezra T. Ernst:

     We have reviewed your amended registration statement and have the
following
comment(s).

        Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.

Amendment No. 2 to Registration Statement on Form S-3 filed June 3, 2025
Cover Page

1.     Please revise your prospectus cover page to further explain how you
calculated the
       32,703,889 shares of common stock that you are registering here. Your
revisions
       should explain the calculations for each of the Preferred Shares,
Warrants, and
       Dividend Shares. With respect to Preferred Shares, please also revise to
include the
       floor price of $0.167 and acknowledge that the first issuance of such
shares could
       occur as soon as July 1, 2025.
 June 13, 2025
Page 2
Risk Factors
Substantial future sales or other issuances of our Common Stock could depress
the market...,
page 13

2.     Please revise this risk factor to acknowledge that the issuance and sale
of common
       stock in this offering is likely to further depress your stock price,
which would make it
       more difficult to regain compliance with Nasdaq's Minimum Bid Price Rule
and may
       also increase the likelihood that you implement a reverse stock split to
remain listed
       on Nasdaq.

       Please contact Cara Wirth at 202-551-7127 or Mara Ransom at 202-551-3264
with
any other questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Trade &
Services
cc:   Alla Digilova