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November 3, 2023

David Matthews

Division of Investment Management

Disclosure Review & Accounting Office

U.S. Securities and Exchange Commission

444 Flower St #900

Los Angeles, CA 90071

    Re:
    EA Series Trust (the “Trust”)

Post-Effective Amendments No. 259, 260 and 261 to the Registration
Statement on Form N-1A (the “Amendments”)

File Nos.: 333-195493 and 811-22961

Dear Mr. Matthews:

This correspondence responds to comments received by the undersigned from the staff of the U.S. Securities and Exchange Commission (the “Staff” of the “Commission”) with respect to the Amendments relating to the ARK 21Shares Active Bitcoin Futures ETF (“ARKA”), ARK 21Shares Active On-Chain Bitcoin Strategy ETF (“ARKC”) and ARK 21Shares Digital Asset and Blockchain Strategy ETF (“ARKD”) (each a “Fund” and collectively, the “Funds”), each a proposed new series of the Trust. For your convenience, your comments have been summarized with responses following each comment. Capitalized terms not otherwise defined have the same meaning as in the Amendments.

Global Comments

    1.
    Comment: Due to the nature of the Funds and their investments in Bitcoin Futures, please be prepared to delay the scheduled effectiveness of the registration statements until all issues are resolved.

Response: The Registrant undertakes to respond in a timely manner to resolve all SEC staff comments by October 25, 2023, the automatic effectiveness date.

    2.
    Comment: Please respond in writing in advance of the 485(b) filing. Where a comment asks for revised disclosure or revision, please provide that with the response.

Response:
The Registrant will respond in writing to the Staff’s comments and will provide updated disclosure where necessary.

    3.
    Comment: Portions of the filings are incomplete. Please confirm these items will be addressed in the post-effective amendment filing.

Response:
The Registrant confirms that all incomplete items will be addressed in the post-effective amendment filing.

KAREN A. ASPINALL ● PARTNER

11300 Tomahawk Creek Pkwy,
Suite 310 ● Leawood, KS 66211 ● p: 949.629.3928

Practus, LLP ●
Karen.Aspinall@Practus.com ● Practus.com

    4.
    Comment: Please note where a comment is given for one section, it also applies to similar disclosures elsewhere in the registration statement.

Response:
The Registrant has made corresponding disclosure updates throughout the registration statement, as needed.

    5.
    Comment: Include a cover page for each prospectus, with the disclosures required in Form N-1A.

Response:
The Registrant has included an updated cover page for each prospectus with the disclosures required by Form N-1A.

    6.
    Comment: Please provide completed fee table and example numbers with the response letter and confirm there will be no reimbursement or recoupment or if there will be, please disclose the terms of those arrangements.

Response:
The Registrant will separately provide the Staff with each Fund’s “Fund Fees and Expenses” table and expense information.

    7.
    Comment: Please confirm in correspondence whether the Funds will seek to operate as a leveraged or inverse leveraged ETF.

Response:
The Registrant hereby confirms that while the derivatives in which the Funds will invest generally will involve a degree of economic
leverage, each Fund will not seek to obtain leveraged investment exposure.

    8.
    Comment: Regarding investments in bitcoin futures contracts, please discuss in correspondence the anticipated liquidity classification of these contracts under Rule 22e-4 of the Investment Company Act of 1940 (the “1940 Act”) and the rationale. Please also discuss the Fund’s plan for liquidity risk management during normal and reasonably stressed conditions.

Response:
The Registrant’s liquidity risk management program will treat bitcoin-related securities in the same manner as other securities
and treat bitcoin futures and pledged collateral in the same manner as other futures and related collateral. The Registrant anticipates
that the liquidity program administrator will classify bitcoin-related securities and bitcoin futures and pledged collateral in liquidity
bucket 1 or 2 (i.e. Highly Liquid: cash and any investment the Fund reasonably expects to be convertible to cash in current market conditions
in 3 business days or less without the conversion to cash significantly changing the market value; or Moderately Liquid: any investment
the Registrant reasonably expects to be convertible to cash in current market conditions in more than 3 calendar days but no more than
7 calendar days without the conversion to cash significantly changing the market value). These classifications are subject to change
based on market conditions, instrument specific conditions, and the relative size of a Fund’s investment when compared to ordinary
trading volumes. In addition, while bid/offer spreads and volatility tend to widen and increase in stressed conditions, there is typically
more volume and liquidity during such periods as well.

    9.
    Comment: Please supplementally confirm if the Fund has lined up a futures commission merchant (“FCM”) and who it is.

Response:
The Registrant is in the process of engaging its first FCM and may engage additional FCMs in the future. We will provide the identity
of the first FCM to the Staff orally.

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    10.
    Comment: Please clarify in each Fund’s statement of investment strategy what is meant by “actively managed.”

Response:
The Sub-Advisers determine the investments for ARKA and ARKD. The investment decisions for ARKC are informed by the Model, but the investment
team retains full discretion in determining the Fund’s investments. We respectfully acknowledge the comment, but do not believe
that any disclosure changes are needed.

    11.
    Comment: In correspondence, discuss how the Funds would value bitcoin futures contracts if the CME halted trading in such contracts.

Response:
In the event that trading in bitcoin futures contracts was halted due to price limits or otherwise, the Adviser may determine that market
quotations for the contracts are not readily available. In circumstances where market prices are not readily available, a Fund, in compliance
with Rule 2a-5, would fair value its Bitcoin Futures contracts in accordance with its pricing and valuation policy and procedures
for fair value determinations. Pursuant to those policies and procedures, the Adviser will look to other pricing sources depending on
the facts and circumstances surrounding market conditions at that time as the Adviser deems appropriate. Such pricing sources may include,
for example, bitcoin spot prices.

    12.
    Comment: Please do not refer to crypto or similar assets as currency as they are not widely accepted as a medium of exchange.

Response:
References to the term “currency” with respect to crypto have been removed.

    13.
    Comment: In the Principal Investment Strategies section, under the heading “What is Bitcoin,” please add to the disclosure a description of the application and use cases that bitcoin, blockchain and bitcoin futures have been designed to support.

Response:
The following is added under the heading “What is Bitcoin”:

Public-key
cryptography, or asymmetric cryptography, is an encryption scheme that uses two mathematically related, but not identical, keys - a public
key and a private key. Unlike symmetric key algorithms that rely on one key to both encrypt and decrypt, each key performs a unique function.
The public key is used to encrypt, and the private key is used to decrypt.

    14.
    Comment: In the Principal Investment Strategies section, in the second sentence of the first paragraph, please clarify if the phrase “or subject to the rules of” reflects the intention to trade on any exchange other than one that is registered with the CFTC and if so, please identify the exchange(s). State in disclosure or represent in correspondence that Funds will purchase bitcoin futures or trade bitcoin futures only on the CME currently.

Response:
The Registrant does not intend to trade on any exchange except for ones that are registered with the CFTC. The Registrant represents
that currently, it will only purchase or trade bitcoin futures on the CME or any other exchange where it is legally permissible to do
so.

The
Registrant also represents that prior to the Fund trading bitcoin futures contracts on a CFTC registered exchange other than CME, the
Fund will revise its disclosure in a material amendment to identify the additional exchange and disclose material differences between
contracts traded on CME and any other exchange and add additional disclosure of the relevant risk factors applicable to trading on the
additional exchange.

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    15.
    Comment: In the Principal Risks Section:

    i.
    Please include risks or challenges posed by the emergence of other blockchains that are similarly designed to serve as an alternative payment system. Explain the potential impact on demand for and value of bitcoin and other public blockchains.

    ii.
    Please add a description of common impediments and disadvantages of adopting the bitcoin blockchain as a payment network.

    iii.
    Please disclose the risks and challenges posed to bitcoin by substantial past and future dependence on “Layer 2” solutions or further development of blockchain for bitcoin. In your discussion of risks posed by other digital assets (or in a separate risk factor) please also disclose risks and challenges related to the adoption and use of other blockchains that support more advanced applications and use cases than the Bitcoin Blockchain.

Response:
The Registrant has disclosed much of this information throughout the registration statement. The following disclosure has been added
to each Fund under Additional Information About the Funds’ Risks – Bitcoin Scaling Risk:

Layer
2 networks are separate blockchains built on top of “Layer 1” blockchains like the bitcoin blockchain for the purpose of
augmenting the throughput of the Layer 1 blockchain, and often, providing lower fees for transaction processing and faster settlement.
Layer 2 blockchains introduce certain risks into the bitcoin ecosystem that should be considered. For instance, Layer 2 blockchains are
a relatively new and still developing technology. Technological issues – including hacks, bugs, or failures – could introduce
risk or harm confidence in the bitcoin ecosystem, which could negatively impact the price of bitcoin. In addition, users may choose to
settle an increasing share of transactions on Layer 2 blockchains, which could negatively impact the transaction activity on, and the
amount of fee revenue generated by, the Bitcoin Blockchain itself, which could negatively impact the price of bitcoin. Additionally,
changes in consumer demographics and public tastes and preferences, including the possibility that market participants may come to prefer
other digital assets to bitcoin for a variety of reasons, including that such other digital currencies may have features (like different
consensus mechanisms) or uses (like the ability to facilitate smart contracts) that bitcoin lacks. If these or other developments negatively
impact the price of bitcoin, this would negatively impact the value of the bitcoin futures contracts held by the Fund.

    16.
    Comment: Wholly-Owned and Controlled Subsidiary

    i.
    Please disclose that the Funds will comply with Sections 8, 15, 17 and 18 of the 1940 Act on an aggregate basis with the subsidiary.

Response:
The Registrant confirms that each Fund will comply with Sections 8, 15, 17 and 18 of the 1940 Act on an aggregate basis with the
subsidiary. The Registrant respectfully submits that no disclosure revisions are necessary in response to this comment.

    ii.
    In correspondence, please confirm that the subsidiary management fee and any performance fees and expenses will be included as fees and expenses of the Fund in the fee table.

Response:
The Registrant hereby confirms that any subsidiary management fee (there will not be any performance fees) and expenses will be included
as fees and expenses of the Fund in the fee table, as applicable.

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    iii.
    Also in correspondence, confirm that the subsidiary and its management will designate an agent for service of process in the United States and confirm the subsidiary and its management will agree to inspection of subsidiary books and records and they will be maintained in accordance with Section 31 of the 1940 Act and the rules thereunder.

Response:
The Registrant so confirms.

    17.
    Comment: In the summary and in the Item 9 disclosure of investment strategy, please explain each Fund’s specific strategy with respect to rolling bitcoin futures contracts, including the contract months in which the Funds plan to invest and generally when each Fund will roll the contracts. If a Fund is unable to provide this disclosure, please explain why.

Response:
The following is added to the Principal Investment Strategies section:

The
Fund may seek to invest in Bitcoin Futures contracts with the most attractive combination of cost, liquidity, and other relevant factors,
in order to optimize roll yield. Additionally, the Fund may seek to invest in “front month” Bitcoin Futures contracts. “Front
month” contracts are the monthly contracts with the nearest expiration date. Typically, the Fund will roll to the next “nearby”
Bitcoin Futures contracts. The “nearby” contracts are those contracts with the next closest expiration date. Rather than
roll the futures contracts on a predefined schedule, the Fund will roll to another futures contract at the time that the Fund believes
will generate the greatest roll yield. However, there can be no guarantee that such a strategy will produce the desired results.

    18.
    Comment: Please also discuss in the Principal Risks section the exposure of bitcoin to instability in other parts of the blockchain crypto industry such that an event that is not related to bitcoin blockchain can nonetheless precipitate a significant decline in the price of bitcoin.

Response:
The following is added as the eighth bullet under Bitcoin and the Bitcoin Network Risks:

The
market price of bitcoin has been subject to extreme fluctuations. Additionally, the value of bitcoin has been and may continue to be
substantially dependent on speculation such that trading and investing in crypto assets generally may not be based on fundamental analysis.
If bitcoin markets continue to be subject to sharp fluctuations, the Fund’s shareholders may experience losses. In addition, the
Fund’s performance may be adversely impacted by industry-wide developments beyond its control, including the fallout from the recent
insolvency proceedings of digital asset market participants such as digital asset trading venues. Although the Fund has no exposure to
any of these market participants, the price of bitcoin and therefore the Fund may be negatively impacted by unfavorable investor sentiment
resulting from these recent developments in the broader digital asset industry.

    19.
    Comment: In the Principal Risks section, please discuss risks related to fragmentation and regulatory non-compliance and/or oversight of spot markets for crypto assets. Please also state that the digital asset trading venues may be operating out of compliance with applicable regulations.

Response:
The following is added to the Additional Information About the Fund’s Risks as the first paragraph under Bitcoin and Bitcoin Network
- Bitcoin Regulatory Risk:

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Unlike
the exchanges for more traditional assets, such as equity securities and futures contracts, bitcoin and the digital asset trading venues
on which they trade may be unregulated and fragmented. It is also possible that a digital asset trading venue could be found to not be
operating in compliance with applicable law. As a res