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                               January 22, 2024

       Gregory Monahan
       Chief Executive Officer
       Legato Merger Corp. III
       777 Third Ave., 37th Floor
       New York, NY 10017

                                                        Re: Legato Merger Corp.
III
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed January 5,
2024
                                                            File No. 333-275930

       Dear Gregory Monahan:

            We have reviewed your amended registration statement and have the
following
       comments.

              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.
Unless we note otherwise,
       any references to prior comments are to comments in our January 2, 2024
letter.

       Amendment No. 1 to Registration Statement on Form S-1

       General

   1.                                                   We note your response
to prior comment 1. Please tell us whether your promoters are,
                                                        are controlled by, or
have substantial ties with a non-U.S. person. If so, also include risk
                                                        factor disclosure that
addresses how this fact could impact your ability to complete your
                                                        initial business
combination.
       Proposed Business
       Comparison to Offerings of Blank Check Companies, page 70

   2.                                                   We note the removal of
the statement that you "will have net tangible assets in excess of
                                                        $5,000,000 upon the
successful consummation of this offering and will file a Current
                                                        Report on Form 8-K,
including an audited balance sheet demonstrating this fact." The
                                                        company must provide
audited financial statements reflecting net tangible assets in excess
 Gregory Monahan
Legato Merger Corp. III
January 22, 2024
Page 2
      of $5,000,000 or revise its offering to comply with Rule 419 of the
Securities Act of 1933.
      Please revise the prospectus to comply with Rule 419 and include
pertinent risk factor
      disclosure, or advise.
       Please contact Ameen Hamady at 202-551-3891 or Shannon Menjivar at
202-551-3856 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Kibum Park at 202-551-6836 or Isabel Rivera at 202-551-3518 with any
other questions.



                                                           Sincerely,
FirstName LastNameGregory Monahan
                                                           Division of
Corporation Finance
Comapany NameLegato Merger Corp. III
                                                           Office of Real
Estate & Construction
January 22, 2024 Page 2
cc:       Jeffrey M. Gallant, Esq.
FirstName LastName