SecProbe.io

October 10 , 2014

Via E -mail
Robert W. D’Loren
Chief Executive Officer
XCel Brands, Inc.
475 Tenth Avenue
New York, NY 10018

 Re: XCel Brands, Inc.
 Preliminary Information Statement on Schedule 14C
 Filed October  2, 2014
 File No. 000-31553

Dear Mr. D’Loren :

We have reviewed the above -referenced  filing , and have the following comment s.  In our
comment s, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter by amending your filing, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comment s apply 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 filing and the information you provide in
response to th ese comment s, we may have additional comments.

Actions Approved

Amendment and Restatement of our Certificate of Incorporation

Elimination of Staggered Vote for Directors, page 6

1. We note that you have not filed a proxy or information statement regarding a n annual
meeting to conduct an election of directors.  We also note your statement that you have
not held an annual meeting since you last amended and restated your certificate of
incorporation on Decembe r 1, 2011 .  Please provide us with a legal analysis of whether
your failure to hold annual meetings comports with your charter documents, the
Delaware General Corporate Law and the proxy rules.

Robert W. D’Loren
XCel Brands, Inc.
October 10, 2014
Page 2

 Amendment and Restatement of our Equity Incentive Plan, page 7

2. It appears that you have not provided the disclosure required under Item 10(a)(2) of
Schedule 14A.   If you have current  plans to make awards under the Equity Incentive
Plan, p lease amend your information statement to provide the required disclosure.   If you
are unable to provide this  disclosure be cause the benefits or amounts are discretionary or
cannot be determined at this time, please include a statement to this effect.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comment s, please provide a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

If you have questions or comments p lease contact Jeff Kauten , Staff Attorney, at (202)
551-3447 , or in h is absence, the undersigned at (202) 551 -3457 .

        Sincerely,

        /s/ Maryse Mills -Apenteng

        Maryse Mills -Apenteng
        Special Counsel

cc: Via E -mail
Brad L. Shiffman , Esq.
 Blank Rome LLP