SecProbe.io

CORRESP
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[Chapman
and Cutler LLP Letterhead]

October
27, 2023

VIA
EDGAR CORRESPONDENCE

Kim
McManus

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Amplify
    ETF Trust

    File Nos.
    333-207937; 811-23108

Dear
Ms. McManus:

This
letter responds to your comments provided by telephone regarding the registration statement filed on Form N-1A for Amplify ETF Trust
(the “Trust”) with the Staff of the Securities and Exchange Commission (the “Staff”) on September
29, 2023 (the “Registration Statement”). The Registration Statement relates to the Amplify Samsung SOFR ETF (the “Fund”),
a series of the Trust. Capitalized terms used herein, but not otherwise defined, have the meanings ascribed to them in the Registration
Statement.

Comment
1 – General

Please
respond to our comments in writing and file the responses as correspondence on EDGAR. Where a comment asks for revised disclosure or
revisions are contemplated by the Registrant’s response, please provide revised disclosure with your letter.

Response
to Comment 1

The
Registrant acknowledges the Staff’s comment to respond in writing and file the responses as correspondence. The Registrants confirms
it will provide revised disclosure in its responses, as applicable.

Comment
2 – Fund Fees and Expenses

Please
provide a completed fee table at least five business days prior to effectiveness.

Response
to Comment 2

The
Trust notes that a completed fee table is shown in Exhibit A.

United States Securities and Exchange Commission

October 27, 2023

Page 2

Comment
3 – Principal Investment Strategies

Please
describe the types of swaps the Fund expects to invest in (e.g. interest rates swaps). Please also confirm will include disclosure if
the Fund will have material exposure to a single swap counterparty.

Response
to Comment 3

The
Fund does not believe there will be a material investment in any specific swap counterparty and, as such, information relating to the
counterparties need not be included in the Prospectus. As set forth in the Registration Statement, as revised, the Fund expects to principally
invest in repurchase agreements rather than swaps. In addition, the Registrant expects that any swap-counterparties will be security
related issuers and the Fund’s holdings in any swaps relating to such issuers is subject to Rule 12d3-1. The Funds intends to comply
with section (b) of Rule 12d3-1 and will not exceed the 5% limit of the value of its total assets in any single security related issuer.
For any swap-counterparties which are not deemed to be securities related issuers, although the Fund could exceed the 5% limit the Fund
intends to diversify among different swap-counterparties and do not expect to exceed 5% exposure to any such swap counterparty.

With
respect to the types of swaps the Fund intends to invest in, the following disclosure has been added to the prospectus:

“The
Fund’s investments in swaps, if any, are expected to be in interest rate swap agreements whereby the Fund and swap counterparty
exchange or swap payments based on changes in an interest rate or rates, such as SOFR.”

Comment
4 – Principal Investment Strategies

With
respect to the Fund’s “Collateral Investments,” please clarify if the Fund may invest in foreign securities. If the
Fund may invest in foreign securities, please add relevant risk factor disclosure with respect to such investments, including, if applicable,
emerging market risks.

Response
to Comment 4

The
Fund confirms that it will not have material exposure to foreign securities through the Collateral Investments and therefore respectfully
declines to add any additional disclosure.

Comment
5 – Principal Risks

The
Staff notes that the principal risks appear in alphabetical order. The Staff requests the Fund
list its principal risks in the order of importance rather than alphabetically. See ADI 2019-08 – Improving Principal Risk Disclosure.

United States Securities and Exchange Commission

October 27, 2023

Page 3

Response
to Comment 5

The
Fund respectfully declines to revise the disclosure as requested by the Staff. Ultimately, the Fund has reached the same conclusion as
many other industry participants and declines to make the requested revisions as it believes the disclosure is compliant with the requirements
of Form N-1A. The Fund continues to evaluate its approach to the ordering of risk factors in light of recent Securities and Exchange
Commission guidance.

Comment
6 – Principal Risks

The
Staff notes that the following disclosure in last sentence of the “Cash Transactions Risks:”

“These
brokerage fees and taxes, which will be higher than if the Fund sold and redeemed its shares principally in-kind, will be passed on to
purchasers and redeemers of Shares in the form of creation and redemption transaction fees. These factors may also result in wider spreads
between the bid and the offered prices of Shares than for other ETFs.”

Please
confirm whether the brokerage fees referred to therein will be incurred by authorized participants of the Fund or by Fund shareholders.
In this regard, please add disclosure that will address the potential NAV impact for ETFs using primarily cash transactions, to the extent
not offset by transaction fees.

Response
to Comment 6

In
accordance with the Staff’s comment, the Cash Transactions Risk has been revised as follows:

Cash
Transactions Risk. The Fund intends to effectuate creations and redemptions for cash, rather than in-kind securities, which would
cause it to incur related costs and expenses. The use of cash creations may cause the Fund’s shares to trade in the market at wider
bid-ask spreads or greater premiums or discounts to the Fund’s NAV. Because the Fund intends to effect redemptions for cash, it
may be required to sell portfolio securities in order to obtain the cash needed to distribute redemption proceeds. A sale of Shares may
result in capital gains or losses and may also result in higher brokerage costs. Consequently, an investment in the Fund may be less
tax-efficient than investments in other ETFs. Moreover, cash transactions may have to be carried out over several days if the market
is relatively illiquid and may involve considerable brokerage fees and taxes. These brokerage fees and taxes, which will be higher than
if the Fund sold and redeemed its shares principally in-kind, will be passed on to those purchasing and redeeming Creation Units, generally
authorized participants, in the form of creation and redemption transaction fees. Cash purchases and redemptions may increase such transaction costs which
may decrease the Fund’s net asset value to the extent the costs are not offset by a transaction fee payable by an authorized participant,
which could negatively impact the Fund’s ability to achieve its investment objective.

*
* * * * * * *

United States Securities and Exchange Commission

October 27, 2023

Page 4

Please
call me at (312) 845-3484 if you have any questions or issues you would like to discuss regarding these matters.

    Sincerely yours,

    Chapman and Cutler llp

    By:
    /s/ Morrison C. Warren

    Morrison C. Warren

Exhibit
A

FUND
FEES AND EXPENSES

This
table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and
example below.

Annual
Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

    Management Fees
      0.20 %

    Distribution and Service (12b-1) Fees
      0.00 %

    Other Expenses(1)
      0.00 %

    Total Annual Fund Operating Expenses(2)
      0.20 %

 1. Estimate
based on the expenses the Fund expects to incur for the current fiscal year.

EXAMPLE

This
example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds.

This
example assumes that you invest $10,000 in the Fund for the time periods indicated and then sell all of your Shares at the end of those
periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain
at current levels. This example does not include the brokerage commissions that investors may pay to buy and sell Shares. Although your
actual costs may be higher or lower, your costs, based on these assumptions, would be:

    1
YEAR

    3 YEARS

    $20

    $64