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    Writer’s Direct Number
    Writer’s E-mail Address

    212.756.2376
    Eleazer.Klein@srz.com

January 27, 2023

VIA EDGAR AND ELECTRONIC MAIL

    Christina Chalk

    Senior Special Counsel

    Office of Mergers and Acquisitions

    Securities and Exchange Commission

    100 F Street, NE

    Washington, D.C. 20549

    Re:

    The Walt Disney Company

    PREC14A

    Filed January 12, 2023 by

    Trian Fund Management GP, LLC; Trian Partners, L.P.; Trian Partners Master
    Fund, L.P.; Trian Partners Parallel Fund I, L.P.; Trian Partners Fund (Sub)-G, L.P.; Trian Partners Strategic Investment Fund-A, L.P.;
    Trian Partners Strategic Investment Fund-N, L.P.; Trian Partners Strategic Fund-G II, L.P.; Trian Partners Strategic Fund-G III, L.P.;
    Trian Partners Strategic Fund-K, L.P.; Trian Partners Co-Investment Opportunities Fund, Ltd.; Nelson Peltz; Peter W. May; Edward P. Garden
    and Matthew Peltz

    File No. 001-38842

Dear Ms. Chalk:

On behalf of Trian Fund Management, L.P. and
its affiliates (collectively, “Trian”) and the other filing persons (together with Trian, the “Filing Persons”)
we are responding to your letter dated January 24, 2023 (the “SEC Comment Letter”) in connection with the Preliminary
Proxy Statement on Schedule 14A filed on January 12, 2023 (the “Preliminary Proxy Statement”) with respect to The Walt
Disney Company (“Disney” or the “Company”). We have reviewed the comments of the staff (the “Staff”)
of the Securities and Exchange Commission (the “SEC”) and respond below. For your convenience, the comments are restated
below in italics in the order in which they were listed, and are followed by our respective responses.

Concurrently with this letter, Trian is delivering
to your attention a revised Preliminary Proxy Statement on Schedule 14A (the “Revised Proxy Statement”) and intends
to file the Revised Preliminary Proxy Statement with the SEC on EDGAR as of the date of this letter. The Revised Proxy Statement reflects
revisions made to the Preliminary Proxy Statement in response to the comments of the Staff. Unless otherwise noted, the page numbers in
the italicized headings below refer to pages in the Preliminary Proxy Statement, while the page numbers in the responses refer to pages
in the Revised Proxy Statement. Capitalized terms used but not defined herein have the meaning ascribed to such terms in the Revised Proxy
Statement.

PREC14A filed January 12, 2023

The Alternate Trian Nominee, page 6

 1) Your proxy statement indicates proxies may be voted for the Alternate Trian Nominee under a broad range of circumstances, including
if Nelson Peltz becomes unwilling to serve for any reason. We recognize that a soliciting party may need to substitute a director nominee
in certain circumstances, for example, because a nominee withdraws from the slate or the registrant increases the number of director seats
up for election. See Compliance and Disclosure Interpretation 139.01 under “Proxy Rules and Schedules 14A/14C” at https://www.sec.gov/corpfin/proxy-rules-schedules-14a-14c-cdi.
We note the language in the proxy statement that if Nelson Peltz is unable “due to death, disability or otherwise” or “becomes
unwilling for any reason to serve as a director,” you reserve the right to use proxies voted “FOR” Nelson Peltz to vote
for Matthew Peltz instead. Please revise, consistent with the limits of discretionary authority outlined in Rule 14a-4(c)(5), which states
that you may use discretionary authority to vote for a substitute nominee if a named nominee is “unable to serve or for good cause
will not serve.”

The Filing Persons note the Staff’s comment and
have revised their disclosure relating to Trian’s discretionary authority in the Revised Preliminary Proxy Statement to clarify
that proxies may be voted for the Alternate Trian Nominee in the event that Nelson Peltz “is unable to serve or for good cause will
not serve” (as referred to in this Response Letter, a “Trian Nominee Service Event”) in accordance with Rule 14a-4(c)(5).

 2) See our last comment above. Your disclosure further states that if Nelson Peltz becomes unable or unwilling to serve, Trian will
deliver supplemental proxy materials, including a revised proxy card, disclosing the required information as to the substitute nominee.
This would indicate that the substitution would occur within a reasonable time before the meeting. Clarify whether you in fact intend
to distribute revised proxy materials and new proxy cards in the event of a substitution of Matthew for Nelson Peltz. In addition, clarify
whether, if you plan to disseminate additional proxy materials including a new proxy card in the event of a substitution, you would discard
proxies submitted for Nelson Peltz under those circumstances.

The Filing Persons note the Staff’s comment and
have removed from the Revised Preliminary Proxy Statement any statements indicating that Trian intends to deliver supplemental proxy materials
in the case of a Trian Nominee Service Event. Additionally, the Filing Persons make clear that, should such event occur, all proxies submitted
for Nelson Peltz will be voted for Matthew Peltz (a “Substitution”).

The Filing Persons note the Staff’s implication
that any such Substitution “would occur within a reasonable time before the meeting.” Though the Filing Persons do not anticipate
a Substitution, the Filing Persons do not believe that a “reasonable time” qualification is relevant given that the applicable
rule in such case is Rule 14a-4(c)(5). This rule notably does not provide for the “reasonable time” qualifications that are
provided for in Rules 14a-4(c)(1) and 14a-4(c)(3) (both of which are  not pertinent to the question at hand).

For the benefit of the Staff, the Filing Persons
note that they do not intend to deliver supplemental proxy materials or a revised proxy card in the case of a Trian Nominee
Service Event and do not presently intend to effectuate a Substitution. In the event of future unforeseen circumstances, the Filing
Persons may, as necessary, reconsider their position and take actions they believe are necessary to remain compliant with proxy
regulations, including, but not limited to, filing supplemental proxy materials or a revised proxy card. Furthermore, if a Trian
Nominee Service Event occurs imminently before the Annual Meeting—such as within 48 hours before such meeting— the
Filing Persons intend, to the extent practicable, to inform shareholders, via press release or other similar public disclosure, of
such Trian Nominee Service Event and that the Filing Persons plan to effect a Substitution.

Background to the Solicitation, page 16

 3) Provide additional background to explain the events or contacts leading up to the July 11, 2022 lunch between Nelson Peltz and
Robert Chapek and their respective wives.

The Filing Persons note the Staff’s comment
and advise the Staff that no material events or contacts led up to the July 11, 2022 lunch but have added disclosure clarifying that
such lunch was arranged by a mutual acquaintance of both Nelson Peltz and Robert Chapek due to Mr. Peltz’s long-time interest
in the Company.

Proposal 1: Election of Directors, page 19

 4) Revise to disclose how Trian recommends shareholders vote on the other ten Company nominees besides the Opposed Company Nominee.
If Trian makes no recommendation as to those individuals, so state.

The Filing Persons note the Staff’s comment
and have added disclosure on pages 4, 5, 15, 19, 20, 21 and 26 of the Revised Preliminary Proxy Statement providing that Trian
makes no voting recommendation on the ten Acceptable Company Nominees.

 5) See our last comment above. Where you disclose how the Trian Beneficial Owners will vote their own shares “FOR” Nelson
Peltz and “WITHHOLD” as to the Opposed Company Nominee, revise to state how they will vote on the other Company director candidates.

The Filing Persons note the Staff’s comment
and have added disclosure on pages 4 and 15 of the Revised Preliminary Proxy Statement clarifying that the Trian Beneficial Owners
will vote “withhold” on the Acceptable Company Nominees under the relevant circumstances.

 6) We note the disclosure on accessing information in the Company’s proxy statement generally that currently appears on pages
37-38 of your proxy statement. In addition, where you advise shareholders to refer to the Company’s proxy statement and form of
proxy for information about the Company’s nominees, state that shareholders can find such information free of charge on the Commission’s
website at www.sec.gov. See Item 7(f) of Schedule 14A. Provide the same disclosure in the third paragraph under “Proxy Information”
where you refer shareholders to the Company’s proxy statement and proxy card.

The Filing Persons note the Staff’s comment and
have added responsive disclosure to pages 27, 30 and 32 of the Revised Preliminary Proxy Statement.

Other Matters to be Considered at the 2023 Annual Meeting

Vote Required, page 25

 7) Your disclosure indicates that abstentions will not be taken into account and will have no effect on certain proposals to be considered
at the 2023 Annual Meeting. However, the Company’s proxy statement indicates that abstentions will have the effect of a negative
vote because they are counted as represented and entitled to vote on such matters. Please revise or advise.

The Filing Persons note the Staff’s comment
and have added responsive disclosures to pages 18, 20, 21 and 28 of the Revised Preliminary Proxy Statement, clarifying that
abstentions will have the effect of a vote against such proposals because they are counted as represented and entitled to vote on
such matters.

Other Interests of the Participants, page 29

 8) Quantify the payments received by Will Peltz and Nicola Peltz Beckham from a subsidiary of the Company.

The Filing Persons note the Staff’s comment
and have added clarifying disclosure to page 24 of the Revised Preliminary Proxy Statement stating that, since the beginning of the
Company’s last fiscal year, each of Nicola Peltz Beckham and Will Peltz has received, and may from time to time receive,
residual payments in amounts not exceeding $120,000, either in individual payments or in the aggregate, from one or more
subsidiaries of the Company.

Form of Proxy, page 48

 9) Revise to state how a signed but unmarked proxy card will be voted on the Company nominees other than the Opposed Company Nominee.
See Rule 14a-19(e)(7).

The Filing Persons note the Staff’s comment
and have added revised disclosure to pages 4 and 26 of the Revised Preliminary Proxy Statement clarifying that a signed but
unmarked proxy card will be voted to “withhold” on the Acceptable Company Nominees.

General

 10) Please update your proxy statement and proxy card to reflect all of the matters to be voted on at the Company’s 2023 Annual
Meeting, as presented in the Company’s proxy statement filed on January 17, 2023.

The Filing Persons note the Staff’s comment and
have updated the Revised Preliminary Proxy Statement and the form of proxy card therein to reflect all matters to be voted on at the Company’s
2023 Annual Meeting.

 11) Since the Company has now filed its preliminary proxy statement to identify its nominees, please revise your proxy statement and
proxy card accordingly, including to specifically identify the Company nominee Trian opposes.

The Filing Persons note the Staff’s comment
and have updated the Revised Preliminary Proxy Statement and the form of blue universal proxy card therein to identify all Company
nominees by writing out the names of each Company nominee as both an “Acceptable Company Nominee” and an “Opposed
Company Nominee”. Trian is still in the process of determining the identity of the opposed Company nominee and anticipates only being
in a position to do so at the time it files a definitive filing. Additionally, being required to identify the opposed nominee prior
to the definitive filing will place Trian and similarly situated dissidents at a strategic disadvantage in relation to the Company
which faces no such issues. Considering this, and the fact that Disney is withholding the disclosure of both the record and annual
meeting dates (which the Filing Persons believe to be just as material as the identity of an opposed nominee) until the definitive
proxy statement filing, and in light of the fact that the Staff has traditionally (in our experience), in the context of the
pre-universal proxy card short slate regime, allowed dissidents to withhold the identity of opposed company nominees prior to making
a definitive filing, we feel the approach taken by the Filing Persons comports with prior Staff practice and Rule 14a-19, and
provides the Staff with the ability to review the Filing Person’s proxy card, at the preliminary stage, for compliance with
the font, style and size requirements set forth in Rule 14a-19(e)(5), and for any other material disclosure purposes, without
disadvantaging the Filing Persons in a way that the Company is not.

 12) If it is Trian’s intent to include in its proxy statement the information that would be required in the Notice of Internet
Availability required by Rule 14a-16, please revise to include all of the disclosure required by Rule 14a-16(d), or advise.

The Filing Persons note the Staff’s comment
and advise the Staff that the Filing Persons intend to mail a full set of proxy materials to shareholders as set forth in Rule
14a-16(n). The Filing Persons therefore have not added a Notice of Internet Availability to the Revised Preliminary Proxy Statement
but have revised page 30 of the Revised Preliminary Proxy Statement to add certain additional clarifying disclosure regarding this
issue.

 13) We note the disclosure in your proxy statement and on the proxy card indicating that shareholders are limited to voting “FOR”
a maximum of eleven director nominees. In addition, you state that if a proxy card is returned that votes “FOR” more than
eleven director candidates, “your shares will be voted ‘FOR’ Nelson Peltz (or the alternate nominee, as applicable)
and the ten acceptable company nominees and not for the Opposed Company Nominee.” However, the Company’s proxy card states
that cards that include votes “FOR” more than eleven nominees will be invalidated. Please explain in your response letter
the authority upon which you rely, including any state law support, for treating over-voted proxy cards in the manner indicated. Your
response letter should explain how, if the Company chooses the inspector of election who will determine the validity of such proxy cards,
you intend to cause them to be voted as disclosed.

The Filing
Persons note the Staff’s comment and respectfully advise the Staff that the Filing Persons have relied both on an analysis of federal
authority and commentary and Delaware case law in determining that it may vote returned and over-voted proxy cards in a manner that casts
votes “for” ten of the Company’s nominees and Trian’s nominee (the “Over-Voted Card Treatment”).

Relevance
of Over-Voting Situations

        The Filing
Persons understand from their proxy solicitor that in solicitations such as this, shareholders receive voting instruction forms (“VIFs”)
from Broadridge Financial Solutions (“Broadridge”), which they may return to Broadridge in lieu of sending a signed
proxy card to proxy solicitors or voting via an online portal such as Proxy Vote (which is also operated by Broadridge). The Filing Persons
understand that while Broadridge’s policy is to invalidate those VIFs that are sent by beneficial owners to Broadridge and that
are over-voted (an “Invalidation Scenario”), this invalidation does not occur in circumstances where VIFs are completed
electronically, such as through Proxy Vote, where electronic systems disallow beneficial owners from making the mistake of over-voting.
By contrast, proxy cards that are returned to proxy solicitors a