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                                                            January 3, 2025

Brian Walters
Executive Vice President and General Counsel
Matthews International Corporation
Two Northshore Center
Pittsburgh, PA 15212

       Re: Matthews International Corporation
           Preliminary Proxy Statement on Schedule 14A filed December 27, 2024,
by
           Matthews International Corporation
           File No. 000-09115
Dear Brian Walters:

       We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.

        Please respond to these comments by providing the requested information
or advise us
as soon as possible when you will respond. If you do not believe our comments
apply to your
facts and circumstances, please tell us why in your response.

       After reviewing your response to these comments, we may have additional
comments.

Preliminary Proxy Statement on Schedule 14A filed December 27, 2024, by
Matthews
International Corporation
Questions and Answers About Our Annual Meeting, page 12

1.     In Q&A 17 on page 19, we note your statement that a broker non-vote
would occur
       when a stockholder did not provide voting instructions to their broker
"at least 10 days
       before the Annual Meeting." Please explain why such a long lead time is
required for
       stockholders who are beneficial owners to provide voting instructions.
Background to the Solicitation, page 24

2.     We note the following language on page 28: "two of the Barington
Nominees
       acknowledged during their interviews that they had no knowledge of
Matthews prior
       to their nomination, one of the Barington Nominees is currently employed
by a
       Company that is a significant debt holder of a competitor of the Company
and one of
       the Barington Nominees is well known to the Company, the Board and
management."
 January 3, 2025
Page 2

       Please identify the Barington Nominee(s) referenced for each statement.
General

3.     On the second page of the Notice of the Annual Meeting of the
Stockholders, you ask
       stockholders to "indicate on the enclosed WHITE proxy card whether you
will or will
       not be able to attend the Annual Meeting," however there does not appear
to be a
       place on the proxy card to indicate such information. Please revise to
ensure
       consistency between the proxy card and descriptions of the proxy card
throughout the
       proxy statement.
        We remind you that the filing persons are responsible for the accuracy
and adequacy
of their disclosures, notwithstanding any review, comments, action or absence
of action by
the staff.

      Please direct any questions to Laura McKenzie at 202-551-4568 or David
Plattner at
202-551-8094.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Mergers &
Acquisitions
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