March 11 (Reuters) - Walt Disney ( DIS ) responded on

Monday to billionaire Nelson Peltz and his Trian Fund's campaign

to win two board seats in a video that attacks the activist

shareholder's motivations and qualifications.

Trian's campaign, ahead of an annual meeting with board

elections next month, describes Disney as an iconic company with

irreplaceable entertainment properties that has underperformed,

in terms of operating margins, return on invested capital and

its money-losing streaming video operation.

It argues the current board fails to provide effective

oversight and made its own case in a 133-page-long presentation

last week.

Disney on Monday said Peltz has a long history of "attacking

companies to the ultimate detriment" of shareholders. His quest

to win a Disney board seat, it argues, "seems more about vanity

than a belief in Disney."

Trian's other board candidate, former Disney Chief Financial

Officer Jay Rasulo, was passed over for promotion nearly a

decade ago, and "hasn't been employed since leaving Disney," the

company says.

"Nelson Peltz and Jay Rasulo threaten to jeopardize the

incredible progress the company has made since Bob (Iger)

returned as CEO," Disney argues. "At this critical moment, we

simply cannot let that happen."

Disney notes Peltz's connection to former Marvel

Entertainment Chairman Ike Perlmutter, who it describes as a

"disgruntled former employee" with a personal grudge against

Iger.

Trian could not immediately be reached for comment.

In its own presentation, Peltz, the founder of Trian Fund

Management, argued that Disney was slow to adapt to industry

changes, including in streaming, made errors in its acquisition

strategy and bungled succession planning.

The fund argues that Peltz and Rasulo will bring an

"ownership mentality" to the boardroom.