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Tidal Trust III

234 West Florida Street, Suite 203

Milwaukee, Wisconsin 53204

July 26, 2024

VIA EDGAR TRANSMISSION

Alison White

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street NE

Washington, DC 20549

    Re:
    Tidal Trust III (the “Trust”)

    Post-Effective Amendment No. 40 to the Trust’s Registration Statement on Form N-1A (the “Amendment”)

    File Nos. 811-23312; 333-221764

Dear Ms. White:

This correspondence responds to comments the Trust
received from the staff of the U.S. Securities and Exchange Commission (the “Staff” or the “Commission”) on June
28, 2024, with respect to the Registration Statement and the Trust’s proposed new series, the Rockefeller Opportunistic Municipal
Bond ETF, Rockefeller California Municipal Bond ETF and Rockefeller New York Municipal Bond ETF (each a “Fund,” together the
“Funds”). For your convenience, the comments have been reproduced with responses following each comment. Capitalized terms
not otherwise defined have the same meaning as in the Registration Statement.

Prospectus

Fees and Expenses

 1. Please supplementally provide the Staff with a completed Fee Table pre-effectively.

Response: The Funds’ completed
Fees and Expenses tables and Expense Examples are as shown in the attached Appendix A.

Principal Investment Strategies

 2. In the last full paragraph on page 1, with respect to the Rockefeller
Opportunistic Municipal Bond ETF, it states that “[t]he the Fund intends to invest 50% of its total assets in Municipal Bonds that
have medium investment grade ratings or lower ratings at the time of purchase.” How does this statement relate to the subsequent
statement that “[t]he Fund may also invest in lower rated Municipal Bonds, including high-yield bonds. . .”? Please revise
to more clearly articulate the types of allocations you intend to make to the rating categories. Please also confirm that the other Funds’
similar disclosure is updated in accordance with changes made in response to this comment.

Response: The Trust responds by deleting
and replacing the referenced disclosure for each Fund with the following new disclosure, as applicable:

“The Fund expects to typically invest
at least [50%] of its total assets in Municipal Bonds that have an investment rating of BBB+/Baa1 or lower (which includes high yield
or “junk” bonds) by Moody’s Investors Service, Inc. (“Moody’s”), or equivalently rated by Standard
& Poor’s Ratings Services (“S&P”) or Fitch Ratings, Inc. (“Fitch”), or, if unrated, determined by
Rockefeller Asset Management (“RAM”) to be of comparable quality at time of purchase. If ratings services assign different
ratings to the same security, RAM will use the highest rating as the credit rating for that security. The Fund may also invest, without
limitation, in higher rated securities.”

 3. With respect to each Fund’s principal investment strategies, revise
to add disclosure indicating that “high-yield bonds” are also referred to as “junk” bonds.

Response: The Trust responds by making
the requested revision.

 4. With respect to each Fund’s disclosure regarding “inverse
floaters,” please remove disclosure about how they are created and focus on explaining in plain English what they are and how the
Fund will use them. Consider including an example. In particular:

 a. Rewrite in plain English the sentence that begins “While the Floaters
offer liquidity through a tender option . . .”

 b. Clearly explain how the Fund uses these instruments to create leverage
and discuss the costs and risks of doing so; and

 c. Confirm supplementally that inverse floaters will meet the definition
of municipal bonds as stated in the Fund’s 80% policy.

Response: The Trust responds by deleting
and replacing the referenced disclosure with the following new disclosure:

“The Fund may invest in inverse floating
rate bonds, commonly referred to as “Inverse Floaters.” The Inverse Floaters in which the Fund may invest are a type of tender
option bond issued by a trust. Effectively, the Fund will deposit municipal securities into a Tender-Option Bond Trust (“TOB Trust”)
administered by an unaffiliated third party. The TOB Trust then issues two types of securities, one a short-term floating rate security
with a fixed principal amount that is typically sold to third parties, such as money market funds. The proceeds from the sale of those
floating rate bonds is delivered by the TOB Trust to the Fund in payment of the deposited municipal securities and is a form of borrowing,
allowing the Fund to invest those proceeds in other municipal securities. The second type of security issued by the TOB Trust is an Inverse
Floating rate security that is also delivered to the Fund (along with the cash received from the sale of the floating rate security) in
payment of the deposited municipal securities.

When interest is paid on the underlying municipal
bonds which have been deposited into the TOB Trust, such proceeds are first used to pay interest owing to holders of the short-term floating
rate securities, with any remaining amounts (less other fees associated with the TOB Trust) being paid to the Fund as the holder of the
Inverse Floater. Accordingly, the amount of such interest paid to the Fund is inversely related to the rate of interest on the short-term
floating rate securities. Inverse Floaters produce less income when short-term interest rates rise (and, in extreme cases, may pay no
income) and more income when short-term interest rates fall. Thus, if short-term interest rates rise after the issuance of the Inverse
Floater, any yield advantage to the Fund is reduced and may be eliminated.

As owner of the Inverse Floater, which has
a value less than the total value of the underlying municipal bond, the Fund has full exposure to the underlying bond’s market opportunity
and risk, creating a leveraged investment. Accordingly, the Fund bears substantially all of the underlying bond’s downside risk,
and also benefits disproportionately from any appreciation of the underlying bond’s value.

For example, because the principal amount
of the short-term floating rate security is fixed and is not adjusted in response to changes in the market value of the underlying municipal
bond, any change in the market value of the underlying municipal bond is reflected entirely in a change to the value of the Inverse Floater.
Upon the occurrence of certain adverse events, a TOB Trust may be collapsed and the underlying municipal bond liquidated, and the Fund
could lose the entire amount of its investment in the Inverse Floater and may, in some cases, be contractually required to pay the negative
difference, if any, between the liquidation value of the underlying municipal bond and the principal amount of the short-term floating
rate securities.

The Fund may invest in TOB Trusts on either
a recourse or non-recourse basis. TOB Trusts are typically supported by a liquidity facility provided by a third-party bank or other financial
institution (the “Liquidity Provider”) that allows holders of the floating rate securities to tender their securities in exchange
for payment of par plus accrued interest. When the Fund invests in a TOB Trust on a non-recourse basis, and the Liquidity Provider is
required to make a payment under the liquidity facility, the Liquidity Provider will typically liquidate all or a portion of the municipal
securities held in the TOB Trust and then fund the balance, if any, of the amount owed under the liquidity facility over the liquidation
proceeds (the “Liquidity Shortfall”).

If the Fund invests in a TOB Trust on a recourse
basis, the Fund will typically enter into a reimbursement agreement with the Liquidity Provider where the Fund is required to reimburse
the Liquidity Provider for any Liquidity Shortfall. As a result, if the Fund invests in a TOB Trust on a recourse basis, the Fund will
bear the risk of loss with respect to any Liquidation Shortfall.

The Fund has the ability to expose up to 35%
of its total assets to the effects of leverage from these investments. Inverse Floaters are considered Municipal Bonds for purposes of
the Fund’s 80% policy described above. The Fund’s strategy in using Inverse Floaters is to enhance its tax-exempt income and
improve overall returns. See “Additional Information About the Fund,” for information about how Inverse Floaters are structured.

The Fund may be the initial sponsor of a TOB
Trust. The TOB Trust will engage an administrator to provide operational and transactional support, which may give rise to certain additional
risks including compliance, securities law and operational risks.”

The Trust also confirms supplementally
that, as stated in the Prospectus, inverse floaters are considered Municipal Bonds for purposes of a Fund’s 80% policy.

 5. With respect to each Fund, please revise in plain English the sentence
that reads, “The Fund may purchase and sell securities on a when-issued, delayed delivery or forward commitment basis.” In
addition:

 a. Revise to explain “buy backs” and “dollar rolls”
and add related risk disclosure for each.

 b. In light of the statement indicating that “buy backs” and
“dollar rolls” are “other investment techniques,” confirm supplementally that all principal “other investment
techniques” have been disclosed.

Response: The Trust responds by revising
the disclosure as follows:

The Fund may invest in other types of fixed
income instruments, which include bonds, debt securities and other similar instruments issued by various U.S. and non-U.S. public- or
private-sector entities. The Fund may purchase and sell securities on a when-issued, delayed delivery or forward commitment basis (i.e.,
securities transactions that involve a commitment by the Fund to purchase or sell particular securities with payment and delivery taking
place at a future date, thereby allowing the Fund to lock in price or yield at the time of the transaction). The Fund may, without
limitation, seek to obtain market exposure to the securities in which it primarily invests by entering into a series of purchase and sale
contracts or by using other investment techniques (such as buy backs or dollar rolls, which are financing transactions involving the
sale of a security with an agreement to repurchase a similar security at a later date).

The Trust also responses by adding the
following risk disclosure:

“Buy Back and Dollar Roll Risk.
Similar to borrowing, buy back and dollar roll transactions are agreements that provide the Fund with cash for investment purposes, which
creates leverage and subjects the Fund to the risks of leverage. These transactions also involve the risk that the other party may fail
to return the comparable securities in a timely manner or at all. The Fund could lose money if it is unable to recover the securities
and/or if the value of collateral held by the Fund, including the value of the investments made with cash collateral, is less than the
value of the securities.”

The Trust also responds by confirming
supplementally that all principal investment techniques are disclosed in the prospectus.

 6. With respect to each Fund, for the “Relative value considerations”
factor as well as other related disclosures, reference is made to “value” but there is no explanation of the types of data
and analyses used to determine “value” or assess credit risk, beyond its general rating. Please revise under Item 9 to explain
the data and analyses relied on to determine value.

Response: The Trust responds by deleting
and replacing the referenced disclosure with the following new disclosure:

“Relative value considerations: Assessing
the value of securities compared to others based on expected return relative to risk. Factors that influence these considerations include
macroeconomic conditions, credit-related fundamentals, shape of the yield curve, and credit spreads.

 7. In the first full paragraph on page 3, with respect to the Rockefeller
Opportunistic Municipal Bond ETF, please revise the second sentence to clarify whether this disclosure means the Fund will have a high
portfolio turnover, and if so add a corresponding risk factor. Please also confirm that the other Funds’ similar disclosure is updated
in accordance with changes made in response to this comment.

Response: The Trust responds by revising
the disclosure as follows and confirms that similar disclosures will be made for the other Funds where applicable:

“Additionally, the frequency of portfolio
turnover is not a significant limitation if RAM determines it is otherwise beneficial to buy or sell securities. As a result, the Fund
is expected to have a high annual portfolio turnover rate over certain time periods. For example, the Fund may have higher portfolio turnover
during periods of rising interest rates and/or widening credit spreads that potentially allow for investment in higher yielding securities
and tax loss harvesting.”

The Trust also confirms that appropriate
risk disclosure will be added for each Fund.

Principal Investment Risks

 8. With respect to each Fund’s “ETF Risks” disclosure,
in the sub-heading “Trading,” revise references to “underlying stock” and “single stock” since these
don’t seem appropriate for the Fund’s investment strategy.

Response: The Trust responds by revising
the disclosure as follows:

Trading. Although Shares are listed
on a national securities exchange, such as The Nasdaq Stock Market, LLC (the “Exchange”), and may be traded on U.S. exchanges
other than the Exchange, there can be no assurance that an active trading market for the Shares will develop or be maintained or that
the Shares will trade with any volume, or at all, on any stock exchange. This risk may be greater for the Fund as it seeks to
have exposure to a single underlying stock as opposed to a more diverse portfolio like a traditional pooled investment. In stressed
market conditions, the liquidity of Shares may begin to mirror the liquidity of the Fund’s underlying portfolio holdings, which
can be significantly less liquid than Shares. Shares trade on the Exchange at a market price that may be below, at or above the Fund’s
NAV. Trading in Shares on the Exchange may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading
in Shares inadvisable. In addition, trading in Shares on the Exchange is subject to trading halts caused by extraordinary market volatility
pursuant to the Exchange “circuit breaker” rules. There can be no assurance that the requirements of the Exchange necessary
to maintain the listing of the Fund will continue to be met or will remain unchanged. In the event of an unscheduled market close
for options contracts that reference a single stock, such as the Index’s securities being halted or a market wide closure, settlement
prices will be determined by the procedures of the listing exchange of the options contracts. As a result, the Fund could be adversely
affected and be unable to implement its investment strategies in the event of an unscheduled closing.”

 9. With respect to each Fund’s “Inverse Floating Rate Interests
Risk” disclosure, remove disclosure about how these instruments are created and disclose the risks in plain English. Please also
rewrite the second to last sentence in Plain English and consider including an example. Revisions should also be made to the Item 9 version
of this risk. Finally, please explain in correspondence how these transactions generate leverage for a Fund and discuss the extent the
Funds intend to use leverage.

Response: The Trust responds
by deleting and replacing the referenced disclosure with the following new disclosure:

Inverse Floating Rate Interests Risk.
The price of Inverse Floaters is expected to decline when interest rates rise, and generally will decline more than the price of a bond
with a similar maturity, because of the effect of leverage. The price of Inverse Flo