SecProbe.io

CORRESP
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December 9, 2022

Rebecca Ament Marquigny

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

 Re: EA Series Trust (the “Trust”)

Registration Statement on Form N-14
(the “Registration Statement”)

File No.: 333-265923

Dear Ms. Marquigny:

This correspondence responds to the supplemental
comments received by the undersigned from the staff of the U.S. Securities and Exchange Commission (the “Staff” of
the “Commission”) on December 5, 2022 with respect to the Registration Statement on Form N-14 under the Securities
Act of 1933 to register shares of beneficial interest (“Shares”) in the EA Bridgeway Omni Small-Cap Value ETF (the “Fund”
or the “Acquiring Fund”), a series of the Trust, to be issued in connection with the reorganization of the Omni Tax-Managed
Small-Cap Value Fund (the “Target Fund”), a series of Bridgeway Funds, Inc. with and into the Acquiring Fund. Capitalized
terms not otherwise defined have the same meaning as in the Registration Statement.

 1. Comment: Please confirm in correspondence that the Acquiring Fund will not be publicly offered
other than to shareholders of the Target Fund prior to the consummation of the Reorganization.

Response: The
Registrant hereby confirms that the Acquiring Fund will not be publicly offered to any third-party investors prior to the consummation
of the Reorganization.

 2. Comment: Please confirm in correspondence that the Staff comments provided on the Acquiring Fund
registration statement are incorporated into the Registration Statement on Form N-14.

Response: The
Registrant hereby confirms that the Staff comments on the Acquiring Fund registration statement have been incorporated into the Registration
Statement on Form N-14.

 3. Comment: On page 4, with respect to the Pro Forma fee table, please note that brokerage commissions
can impact investors when purchasing the Acquiring Fund that do not otherwise apply when purchasing the Target Fund.

Response: The
following disclosure has been added to the end of the paragraph before the Annual Operating Expense Table:

These fees apply due
to the Acquiring Fund’s structure as an ETF; these fees do not apply to purchases of the Target Fund.

 4. Comment: Under the section “How do ETFs differ from mutual funds?” under the sub-heading
“Transparency,” please provide the impact of the different portfolio holdings disclosure policies of the Target Fund and the
Acquiring Fund.

Response: The
following has been added as the last two sentences in this section:

Such disclosure is
generally provided by the Target Fund quarterly, on a lag. The daily availability of the Acquiring Fund’s portfolio holdings information
provides greater transparency to Acquiring Fund shareholders, including with respect to the Acquiring Fund’s NAV.

 5. Comment: Please confirm when and how the final Plan of Reorganization will be filed.

Response: The
Registrant hereby undertakes to file the final Plan of Reorganization in a POS EX filing promptly following the consummation of the Reorganization.

 6. Comment: Please include the narrative disclosure in Exhibit D in the body of the Proxy Statement/Prospectus.

Response: The narrative disclosure
in Exhibit D has been duplicated under the section “COMPARISONS OF INVESTMENT OBJECTIVES, STRATEGIES, POLICIES AND RISKS - How
do the investment objectives, strategies, policies and risks of the Funds compare?” The last paragraph has been revised as follows:

The Funds have adopted
similar fundamental investment restrictions, which may not be changed without prior shareholder approval. While the Target Fund and the
Acquiring Fund have similar fundamental investment restrictions, the Acquiring Fund’s investment restrictions provide more flexibility
and fewer limitations on certain types of investments. The Acquiring Fund has a greater ability to invest in derivatives, including short
sales, options and individual stock futures, whereas the Target Fund limits these types of investments. In addition, the Target Fund generally
does not permit the purchase of securities on margin or investments for the purpose of control or management, whereas the Acquiring Fund
does not have similar limitations. The other fundamental investment restrictions are not materially different. In all instances, the investments
of the Target Fund and the Acquiring Fund are limited by the Prospectus, the 1940 Act and any other applicable law. Any differences in
the fundamental investment restrictions are not expected to have a material impact on how the Target Fund is managed if the Reorganization
is consummated. Attached as Exhibit D is a chart comparing the fundamental investment restrictions of the Target Fund and Acquiring Fund.

 7. Comment: Please provide additional information with respect to the comparative information provided
in Exhibit E.

Response: The Registrant
has amended Exhibit E as provided in the attached Appendix.

If you have any questions regarding the above responses, please do
not hesitate to contact me at (949) 629-3928 or Karen.Aspinall@practus.com.

Sincerely,

/s/ Karen Aspinall

Karen Aspinall

Trust Counsel

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Exhibit E

Comparison of Maryland and Delaware Governing
Instruments and State Law

The following is only a discussion
of certain principal differences between the governing documents for Bridgeway Funds, Inc., the existing Maryland corporation (the “Corporation”),
and EA Series Trust, a Delaware statutory trust (the “Trust”), and is not a complete description of the Corporation’s
and the Trust’s governing documents. In general, the Delaware statutory trust form of organization offers greater flexibility in
structuring shareholder voting rights and shareholder meetings; subject, however, to any special voting requirements of the 1940 Act.
In many instances, shareholders of the reorganizing series of the Corporation will have the same or similar rights as shareholders of
corresponding series of the Trust, as described below.

    Organization and Capital Structure
    Comparison

    Maryland – Organization. The Corporation is incorporated under the Maryland General Corporation Law (the “Maryland Statute”). The Corporation’s operations are governed by its Articles of Incorporation, as amended or supplemented from time to time (the “MD Charter”), and its by-laws (the “MD By-Laws”). The business and affairs of the Corporation are managed under the direction of its Board of Directors.
    Delaware – Organization. The Trust is a Delaware statutory trust (a “DST”). A DST is an unincorporated association organized under the Delaware Statutory Trust Act (the “Delaware Act”). The Trust’s operations are governed by its Agreement and Declaration of Trust (the “DE Declaration”) and its by-laws (the “DE By-Laws”), and its business and affairs are managed under the supervision of its Board of Trustees.
    No material difference.  The Target Fund is governed by Maryland law and the Acquiring Fund is governed by Delaware law.

    Maryland – Capital Structure. The shares of common stock issued by the Corporation have a par value of $0.001 per share. The Corporation’s Charter authorizes a fixed number of shares, which the Corporation’s Board of Directors may increase or decrease by amending the MD Charter. The Corporation’s shares may be divided into separate and distinct classes.
    Delaware – Capital Structure. The Trust’s shares of beneficial interest are issued without par value. The DE Declaration authorizes an unlimited number of shares, which may be divided into separate and distinct series or classes. These series or classes have the rights, powers and duties set forth in the DE Declaration or as specified in resolutions of the Trust’s Board of Trustees.
    Under the Maryland Statute, the Target Fund must establish a fixed number of shares, which may be increased or decreased by the Target Fund’s Board.  The Delaware Act does not have a similar requirement and the DE Declaration permits the Acquiring Fund to issue an unlimited number of shares.

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    Meetings of Shareholders and Voting Rights

    Maryland – Annual/Special Shareholder Meetings. Consistent with the Maryland Statute, the MD By-Laws provide that the Corporation shall not be required to hold an annual meeting of stockholders in any year in which an election of directors is not required to be acted upon under the Investment Company Act of 1940, as amended (the “1940 Act”). However, if the Corporation is required by the 1940 Act to hold a meeting of stockholders to elect directors, such meeting will be designated as the annual meeting of stockholders for that year. The MD By-Laws provide that a special shareholders’ meeting may be called at any time by a majority of the Board of Directors, by the chairman of the board (if any), by the president, or by stockholders entitled to cast not less than 10% of the shares entitled to vote at such meeting.
    Delaware – Annual/Special Shareholder Meeting. The Delaware Act does not require annual shareholders’ meetings. The DE By-Laws authorize the calling of a shareholders’ meeting by the Board, the chairperson of the Board or by the president of the Trust to take action on any matter deemed necessary or desirable by the Board of Trustees. A shareholder meeting for the purpose of electing trustees may also be called by the chairperson of the Board of Trustees to the extent permitted by the 1940 Act. To the extent required by federal law, including the 1940 Act, special meetings of the shareholders may be called by the secretary of the Trust upon the request of the shareholders owning shares representing at least the percentage of the total combined votes of all shares of the Trust issued and outstanding, as required by federal law, including the 1940 Act, provided that (a) such request shall state the purposes of such meeting and the matters proposed to be acted on, and (b) the shareholders requesting such meeting shall have paid to the Trust the reasonably estimated cost of preparing and mailing the notice thereof, which an authorized officer of the Trust shall determine and specify to such shareholders. No meeting may be called upon the request of shareholders to consider any matter which is substantially the same as a matter voted upon at any meeting of the shareholders held during the preceding twelve (12) months, unless requested by the holders of a majority of all shares entitled to be voted at such meeting.
    No material difference.

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    Maryland – Voting Rights. The MD
    Charter and MD By-Laws provide that the presence in person or by proxy of the holders of common stock of the Corporation entitled to cast
    one-third of the votes, without regard to class, shall constitute a quorum at any meeting of the stockholders (or if the matter requires
    approval by a separate vote of one or more classes of stock, one-third of the votes of each class required to vote as a class shall constitute
    a quorum). If a quorum is present at a meeting of stockholders, all matters other than the election of directors are decided by a majority
    of the votes cast in person or by proxy, unless the question is one which by express provision of applicable law (including the Maryland
    Statute and the 1940 Act), the MD Charter or the MD By-Laws, a different vote is required, in which case such express provision shall
    control the decision of such question. Directors are elected by a plurality of votes cast at a stockholder meeting at which a quorum is
    present.

    The MD Charter and/or MD By-laws further provide
    that each holder of capital stock of the Corporation shall have one vote for each full share, and a proportionate fraction of a vote for
    each fraction of a share, of stock standing in such holder’s name on the books of the Corporation.

    The MD Charter also provides that on any matter
    submitted to a vote of stockholders, all shares of the Corporation then issued and outstanding and entitled to vote, irrespective of the
    class, shall be voted in the aggregate and not by class except when required by Maryland law or by the 1940 Act, in which case the separate
    voting requirements of the applicable law shall govern with respect to the affected class(es) and the other classes shall vote as a single
    class; provided that no class shall vote on any matter which does not affect any interest of that class. Holders of shares of stock of
    the Corporation are not entitled to cumulative voting in the election of Directors or on any other matter.

    Delaware – Voting Rights. The DE
    Declaration provides that one-third of the outstanding shares entitled to vote at a shareholders’ meeting, which are present in
    person or represented by proxy, shall constitute a quorum at the shareholders’ meeting, except when a larger quorum is required
    by the DE Declaration, DE By-Laws, applicable law or the requirements of any securities exchange on which shares are listed for trading,
    in which case such quorum shall comply with such requirements. Subject to any legal requirements for a different vote, in all matters
    other than the election of trustees, shareholders may approve a proposal by a majority of votes cast. Trustees are elected by a plurality
    of votes cast at a shareholder meeting at which a quorum is present. Where a separate vote by series or class is required, these voting
    requirements apply to those separate votes.

    As in the MD Charter and/or MD By-laws, the DE
    Declaration generally provides that each share of the Trust is entitled to one vote for each full share, and a proportionate fraction
    of a vote for each fraction of a share. All shares of the Trust entitled to vote on a matter shall vote in the aggregate without differentiation
    between shares of separate series or classes. With respect to any matter that affects only the interests of some but not all series or
    classes, or where otherwise required by the 1940 Act, only the shareholders of the affected series or classes shall be entitled to vote
    on the matter. There is no cumulative voting for any matter.

    Voting rights relate to the number of shares that must be present to conduct a shareholder meeting and the number of shares that must vote in order for a proposal to be approved at a shareholder meeting. The Target Fund and the Acquiring Fund must have one-third of the shares present in order to conduct business at a shareholder meeting and generally proposals (other than director elections) can be approved by a majority vote.

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    Liability of Shareholders

    Maryland – Liability of Shareholders. As is typical for Maryland corporations, neither the MD Charter nor the MD By-Laws contains specific provisions regarding the personal liability of shareholders. The Maryland Statute provides that a shareholder of a Maryland corporation generally is not obligated to the Corporation or its creditors with respect to the stock, except to the extent that the consideration for the stock has not been paid, or liability is imposed under certain provisions of the Maryland Statute (e.g., knowing receipt of an unlawful distribution).
    Delaware – Liability of Shareholders. Consistent with the Delaware Act, the DE Declaration provides that a shareholder of the Trust, as such, shall be entitled to the same limitation of personal liability as that extended to stockholders of a private corporation organized for profit under the General Corporation Law of the State of Delaware.
    Both the Target Fund and the Acquiring Fund provide for limitation of personal liability of shareholders.

     Dividends and Distributions

    Maryland – Dividends and Distributions. The MD Charter provides that dividends and distributions may be paid to shareholders of each class in such amounts as may be declared from time to time by the Board of Directors.
    Delaware – Dividends and Distribution