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CORRESP
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CORRESP

Stradley Ronon Stevens & Young, LLP

2005 Market Street

Suite 2600

Philadelphia, PA 19103

Telephone 215.564.8000

 Fax 215.564.8120

www.stradley.com

Kenneth L Greenberg

 Partner

kgreenberg@stradley.com

215.564.8149

 April 4, 2024

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Investment Management

 100 F Street,
N.E.

 Washington, D.C. 20549-9303

 Attention:
Ms. Christina DiAngelo Fettig

 Rebecca Marquigny, Esq.

Re:  Legg Mason ETF Investment Trust

 File No. 333-277633

Dear Ms. DiAngelo Fettig and Ms. Marquigny:

This letter responds to the accounting comments provided by Ms. DiAngelo Fettig on March 18, 2024 to the counsel of Legg Mason ETF
Investment Trust (the “Registrant”), Kenneth L. Greenberg, Esq. and to the disclosure comments provided by Ms. Marquigny to Mr. Greenberg on March 29, 2024 regarding the registration statement on Form N-14 (the “Registration Statement”) relating to the proposed Reorganization of the ClearBridge All Cap Growth ESG ETF into the ClearBridge Large Cap Growth ESG ETF, each a series of the Registrant. The
Registration Statement was filed via the EDGAR system on March 4, 2024. We have summarized each of your comments below, in the order you provided them, and have set forth the Registrant’s response immediately below each comment. Defined
terms not herein defined shall have the meaning set forth in the Registration Statement.

 Accounting Comments on the Registration Statement:

 Prospectus/ Information Statement Comments

Philadelphia, PA • Malvern, PA • Cherry Hill, NJ • Wilmington, DE • Washington, DC • New York, NY • Chicago,
IL

 A Pennsylvania Limited Liability Partnership

 Ms. Christina DiAngelo Fettig

Ms. Rebecca Marquigny

 U.S. Securities and Exchange Commission

 April 4, 2024

  Page
 2

1.
 Text: The third sentence of the first paragraph on page 1 of the Prospectus/Information Statement
states:

 According to the Plan, substantially all of the assets (net of any liabilities) of the All Cap Fund will be
acquired by the Large Cap Fund in exchange solely for shares of the Large Cap Fund (“Large Cap Fund Shares”) and cash in lieu of fractional shares, if any.

Comment: The sentence states that “substantially all” of the assets of the All Cap Fund will be acquired by the Large Cap
Fund. Explain what assets will not be acquired by the Large Cap Fund.

 Response: The reference to “substantially all”
aligns with the definition of a “merger” under Rule 17a-8 under the Investment Company Act of 1940, as amended, upon which the Registrant is relying to effect the Reorganization. The reference
to “substantially all” also is consistent with the requirements for a tax-free Reorganization under Section 368 of the Internal Revenue Code of 1986, as amended. The Registrant
believes that this disclosure is appropriate because it provides additional flexibility under circumstances where certain assets cannot be transferred in connection with a merger. Accordingly, the Registrant will retain the phrase
“substantially all”. For the Staff’s information, the Registrant notes that it currently anticipates that all assets of the All Cap Fund will be transferred to the Large Cap Fund in connection with the Reorganization.

2.
 Text: Paragraph with the heading “Who will pay the expenses for the
Reorganization?” on page 4 of the Prospectus/Information Statement states:

 The estimated cost of the
Reorganization is approximately $149,000, which is proposed to be allocated 50% to FTFA and 25% to each Fund, which is estimated to be approximately $37,000 for each Fund (less than 0.02% and 0.03% basis of the net assets of the Large Cap Fund and
the All Cap Fund, respectively). Each of the All Cap Fund and the Large Cap Fund would also bear any portfolio transaction costs related to the Reorganization.

Comments:

a)
 Disclose the basis for the allocation of 50% to FTFA and 25% to each Fund.

b)
 The allocation to the Funds should be $37,250.

 2

 Ms. Christina DiAngelo Fettig

Ms. Rebecca Marquigny

 U.S. Securities and Exchange Commission

 April 4, 2024

  Page
 3

c)
 Section 7 of the Plan of Reorganization states that FTFA will pay the Reorganization expenses. Please make
the disclosure and Plan of Reorganization consistent.

 Responses:

a)
 Disclosure has been added to provide the basis for the allocation of 50% to FTFA and 25% to each Fund.

b)
 The allocation to each Fund has been revised to $37,250.

c)
 Section 7 of the Plan of Reorganization has been revised to state: “The expenses of entering into
and carrying out the provisions of the Plan shall be borne as follows: each Fund will pay 25% of the expenses of the Reorganization and FTFA or an affiliate will pay 50% of the expenses of the Reorganization except for portfolio transaction costs,
if any, which will be borne by the Target Fund or Acquiring Fund to which they apply.”

3.
 Text: Expense Table on page 7

Comments:

 a) Since Item 3
of Form N-14 requires that the table show “current fees for the registrant” and the Management Agreement was amended on March 1, 2024 (before the filing of the
N-14) to reduce the Large Cap Fund’s contractual management fee rate payable to FTFA, the management fees and total annual fund operating expenses of the Large Cap Fund should be 0.47% not 0.59%. Also
make conforming edits to the related Expense Example on page 8 regarding the Large Cap Fund.

 b) Include a note to the fee table that
discloses that the Funds will bear a portion of the Reorganization costs and provide both the dollar amount and basis point impact of the Reorganization costs.

Responses:

a)
 Revised as requested.

b)
 Revised as requested.

 3

 Ms. Christina DiAngelo Fettig

Ms. Rebecca Marquigny

 U.S. Securities and Exchange Commission

 April 4, 2024

  Page
 4

4.
 Text: First sentence of the fifth paragraph under the section titled “REASONS FOR THE
REORGANIZATION” on page 12 states:

 The Board considered the potential benefits, risks and costs of the
Reorganization to shareholders of the All Cap Fund as well as alternatives to the Reorganization such as liquidation.

 Comment:
Disclose whether any alternatives other than a liquidation were considered by the Board such as a merger with another fund or continuing to operate the All Cap Fund.

Response: A fund liquidation was the only alternative considered by the Board.

5.
 Text: Pro Forma Capitalization Table on page 15.

Comments:

 a) In the
column for Pro Forma Adjustments to Capitalization, the Shares Outstanding should have an adjustment number in order that the Shares Outstanding row sums appropriately.

b) Footnote 1 states: “Adjustments reflect the portfolio transaction costs of the Reorganization incurred by the Funds. Management
believes that these portfolio transaction costs will be immaterial in amount.” Please confirm supplementally whether the portfolio transaction costs will be immaterial because the Funds anticipate that any portfolio repositioning will occur
using in-kind custom basket transactions.

 c) Footnote 3 states: ”The total net assets as of
February 21, 2024 is adjusted by $37,051, the estimated cost of the Reorganization allocated to the Fund.” The Funds’ respective allocated portion of the Reorganization expenses of $37,051 should be reflected in the Pro Forma
Adjustments to Capitalization Column. Also provide the cost in terms of basis points in the footnote.

 Responses:

a)
 Revised as requested.

b)
 The Registrant confirms that the portfolio transaction costs will be immaterial because the Registrant
anticipates that any portfolio repositioning will occur using in-kind custom basket transactions.

 4

 Ms. Christina DiAngelo Fettig

Ms. Rebecca Marquigny

 U.S. Securities and Exchange Commission

 April 4, 2024

  Page
 5

 c) Revised as requested.

6.
 Text: Third sentence on page 27 in the paragraph titled “Repositioning of the All Cap
Fund’s Portfolio Assets” states:

 In addition, certain securities may need to be disposed of that do not meet
the prospectus allowances for the Large Cap Fund.

 Comment: Are there any securities that do not meet prospectus allowances? If
there are securities that do not meet prospectus allowances, add clarifying disclosure about what would be sold or alternatively, confirm supplementally that there currently are no securities that do not meet prospectus allowances. Also, consider
this sentence in light of the first sentence of the third paragraph under the heading titled “Supplemental Financial Information” in the Statement of Additional Information which states:

The Reorganization will not result in a material change to the All Cap Fund’s investment portfolio due to the investment restrictions of
the Large Cap Fund.

 Are there any changes that need to be made to the paragraph in the Statement of Additional Information in light of the
disclosure made on page 27?

 Response: Currently, all the All Cap Fund’s investments meet prospectus allowances. The
disclosure on page 27 was included to inform shareholders that securities dispositions are a possibility at the time of the Reorganization. In light of the foregoing, the Registrant does not intend to revise the disclosure that you flagged on page 2
of the Statement of Additional Information.

 Disclosure Comments on the Registration Statement:

Prospectus/ Information Statement Comments

1.
 Comment: Please include the name of any national securities exchange on which the Registrant’s
securities are listed and a statement that reports, proxy material and other information concerning the Registrant can be inspected at the exchanges on the front page or on the outside back cover page of the Prospectus/Information Statement.

 5

 Ms. Christina DiAngelo Fettig

Ms. Rebecca Marquigny

 U.S. Securities and Exchange Commission

 April 4, 2024

  Page
 6

 Response: Revised as requested.

2.
 Comment: Provide supplementally a summary of the legal analysis as to why no shareholder vote is
required to approve the Reorganization. The analysis should address State law, Exchange listing requirements, 1940 Act requirements and Trust organizational documents.

Response:

 A Shareholder
Vote is Not Required Under the 1940 Act

 Because this Reorganization involves two series of the Trust, the Reorganization is
subject to Rule 17a-8 (mergers of affiliated companies) under the 1940 Act. Rule 17a-8 requires that a reorganization be approved by a majority of the outstanding voting
securities of the fund to be acquired unless the following conditions listed under Rule 17a-8(a)(3) are met: (a) no fundamental policy of the fund to be acquired is materially different from a policy of
the surviving fund; (b) no advisory agreement of the fund to be acquired is materially different from that of the surviving fund; (c) the independent trustees of the fund to be acquired who were elected by shareholders comprise a majority
of the independent trustees of the surviving fund; and (d) any distribution fees authorized to be paid by the surviving fund pursuant to its plan adopted under Rule 12b-1 of the 1940 Act (“Rule 12b-1 Plan”) are no greater than the distribution fees authorized to be paid by the fund to be acquired pursuant to its Rule 12b-1 plan. None of the foregoing conditions
that would trigger the need for shareholder approval of the Reorganization apply. Each of these conditions is discussed below with respect to the Reorganization.

(a) Fundamental Investment Policies

As noted under the heading “How do the fundamental investment policies of the Funds differ?” in the Prospectus/Information
Statement, the fundamental investment policies of the Funds, which include policies regarding borrowing money, acting as underwriter, making loans, issuing senior securities, purchasing or selling real estate, purchasing or selling commodities, and
concentrating in an industry, are identical. Because no fundamental policy of the fund to be acquired is materially different from the fundamental policy of the surviving fund, this condition does not trigger the need for shareholder approval of the
Reorganization under Rule 17a-8(a)(3)(i).

 6

 Ms. Christina DiAngelo Fettig

Ms. Rebecca Marquigny

 U.S. Securities and Exchange Commission

 April 4, 2024

  Page
 7

 (b) Advisory Agreements

The advisory agreements of the Funds are identical except for the names of each Fund and their respective advisory fees. As shown under the
heading “What are the Funds’ investment management and other fees?” in the Prospectus/Information statement, the Large Cap Fund’s unitary management fee is lower than that of the All Cap Fund. The Reorganization will result in
the All Cap Fund shareholders being invested in a fund with a different but lower management fee, however, the SEC Staff has long taken the position that an amendment to an advisory agreement solely to reduce the advisory fee paid by shareholders
does not require shareholder approval.1 Accordingly, the Registrant believes that the different but lower management fee of the Large Cap Fund should not trigger the need for shareholder approval
of the Reorganization under Rule 17a-8(a)(3)(ii).

 (c) Independent Trustees

Each Fund is a series of the Trust, and as such, the Independent Trustees of each Fund are identical. This condition does not trigger the
need for shareholder approval of the Reorganization under Rule 17a-8(a)(3)(iii).

 (d)
Distribution Fees

 As discussed under the heading “What are other key features of the Funds?” in the
Prospectus/Information Statement, the Funds are subject to the same Rule 12b-1 Plan, and the distribution fees the Funds are authorized to pay (but have not implemented) are identical. This condition does not
trigger the need for shareholder approval of the Reorganization under Rule 17a-8(a)(3)(iv).

Because none of the conditions under Rule 17a-8(a)(3) that require shareholder approval of the
Reorganization were triggered, no shareholder vote is required under the 1940 Act to approve the Reorganization under Rule 17a-8(a)(3).2

A Shareholder Vote is Not Required Under Maryland State Law

1
 See, e.g., Limited Term Municipal Fund Inc., SEC
No-Action Letter (November 17, 1992) (providing that “The staff believes . . . that a majority of an investment company’s outstanding voting securities always would approve a proposed advisory
contract amendment that had no effect other than to reduce the percentage of the company’s assets to be paid to the adviser. Thus, to require the Fund to call a shareholder meeting for the sole purpose of approving the advisory contract
amendment under these circumstances needlessly would cause the Portfolio’s shareholders to incur solicitation expenses, and could cause the Portfolio to forgo temporarily an advisory fee reduction by delaying the amendment’s effective
date.”) [emphasis added]; and Washington Mutual Investors Fund, Inc., SEC No-Action Letter (May 14, 1993).

2
 In addition to the foregoing, to comply with Rule 17a-8, a board
(including a majority of the independent trustees) must also determine that: (i) participation in a reorganization is in the best interests of each investment company; and (ii) the interests of existing shareholders of each investment
company will not be diluted as a result of the reorganization. As discussed under the heading “Reasons for the Reorganization” in the Prospectus/Information Statement, the Board, including all of the Independent Trustees, has concluded
that the Reorganization is in the best interests of each Fund and that the interests of existing shareholders of each Fund will not be diluted as a result of the Reorganization.

 7

 Ms. Christina DiAngelo Fettig

Ms. Rebecca Marquigny

 U.S. Securities and Exchange Commission

 April 4, 2024

  Page
 8

 As a Maryland statutory trust, the Trust (including the Funds) is subject to the Maryland
Statutory Trust Act (“MSTA”). Section 12-601 of the MSTA provides that “Except as provided in its governing instrum