SecProbe.io

CORRESP
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[Chapman
and Cutler LLP Letterhead]

January 12, 2024

VIA EDGAR CORRESPONDENCE

Lisa Larkin

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. Larkin:

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 July 26, 2023 (the “Registration
Statement”). The Registration Statement relates to the Amplify Mobile Payments 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

The Staff notes that this
is an automatically effective filing pursuant to Rule 485(b) of Securities Act of 1933, and as such, a Staff accountant is not required
to review the Registration Statement. If the Registrant intends to request acceleration of the filing, please ensure a Staff accountant
reviews the Registration Statement.

Response to Comment 1

The Registrant acknowledges
the Staff’s comment relating to the requirement of a Staff accountant’s review of a Registration Statement filed pursuant
to an acceleration request.

Comment 2 – Investment Objective.

The Staff notes that the investment
objective states, “The Amplify Mobile Payments ETF seeks investment results that generally correspond (before fees and expenses)
to the total return performance of the Nasdaq CTA Global Digital Payments Index (the “Index”).” Please change “correspond”
to “correlate” as the Staff believes “correlate” is a more accurate term.

Response to Comment 2

The disclosure has been revised
in accordance with the Staff’s comment.

Comment 3 – Principal Investment Strategies

The Staff notes the following
statement set forth in the section entitled “Principal Investment Strategies”:

“Under normal circumstances, the
Fund invests at least 80% of its net assets (plus borrowings for investment purposes) in Mobile Payments Companies (as defined below).”

Please
specify what securities are included in the 20% bucket. If the Fund intends to invest in derivatives as part of the 20% bucket, please
ensure enough specificity in the risk disclosure with respect to derivatives.

Response to Comment 3

The Fund points the Staff
to the first paragraph under “Additional Information About the Fund’s Strategies and Risks,” which includes the following
disclosure: “The Fund may invest up to 20% of its total assets in equity securities that are not in the Fund’s Index to the
extent that the Adviser believes such investments should help the Fund’s overall portfolio to provide returns substantially similar
to the Index.” The Fund supplementally confirms that it does not intend use the 20% bucket to invest in derivatives.

Comment 4 – Principal Investment Strategies

The Staff notes the following
statement set forth in the section entitled “Principal Investment Strategies”:

“Card Networks: companies that provide
services for controlling where cards are accepted and to facilitate transactions between merchants and card issuers.”

Please clarify what type of
cards (i.e., credit, debit, gift cards). .

Response to Comment 4

In accordance with the Staff’s
comment, the disclosure has been revised as follows:

Card Networks: companies that provide
services for controlling where cards (such as credit cards and debit cards) are accepted and to facilitate transactions between merchants
and card issuers.

    - 2 -

Comment 5 – Principal Investment Strategies

The Staff notes the following
statement set forth in the section entitled “Principal Investment Strategies”:

“Infrastructure & Software:
companies that provide hardware or software services for transacting payments across various channels, such as point-of-sale, mobile,
and online.”

Please explain what is meant
by “point of sale”.

Response to Comment 5

In accordance with the Staff’s
comment, the disclosure has been revised as follows:

“Infrastructure & Software:
companies that provide hardware or software services for transacting payments across various channels, such as point-of-sale (a system
where customers execute payment for products or services at a store), mobile, and online.”

Comment 6 – Principal Investment Strategies

The Staff notes the following
statement set forth in the section entitled “Principal Investment Strategies”:

“Processors: companies that handle
front end and back-end transactions and processing from various channels, such as credit cards, debit cards, or point-of-sale payments.
”

Please explain what is meant
by “front end and back-end transactions.”

Response to Comment 6

In accordance with the Staff’s
comment, the disclosure has been revised as follows:

“Processors: companies that handle
front end and back-end transactions and processing from various channels, such as credit cards, debit cards, or point-of-sale payments.
The front end platform handles the process of authorizing a transaction whereas the back-end platform settles the transaction, moving
money from the customer’s account to the merchant bank.”

    - 3 -

Comment 7 – Principal Investment Strategies

The Staff notes the following
statement set forth in the section entitled “Principal Investment Strategies”:

“Solutions: companies that provide
products and services for accepting payments by a variety of payment methods. “

Please explain what is meant
by “payments by a variety of payment methods.”

Response to Comment 7

In accordance with the Staff’s
comment, the disclosure has been revised as follows:

“Solutions: companies that provide
products and services for accepting payments by a variety of payment methods, such as credit and debit cards, mobile wallet, buy now,
pay later, and autopay.”

Comment 8 – Principal Investment Strategies

The Staff notes the following
statement set forth in the section entitled “Principal Investment Strategies”:

“The identification and classification
of Mobile Payments Companies is determined by the Consumer Technology Association (“CTA”), a standard and trade association
representing the U.S. consumer technology industry. “

Please consider explaining
what is meant by “standard.”

Response to Comment 8

In accordance with the Staff’s
comment, the disclosure has been revised as follows:

“The identification and classification
of Mobile Payments Companies is determined by the Consumer Technology Association (“CTA”), a standard and trade association
representing the U.S. consumer technology industry. The CTA works to set technical standards for product specifications, processes or
services to ensure compatibility across companies within the consumer technology industry.”

Comment 9 – Principal Investment Strategies

The Staff notes the following
statement set forth in the section entitled “Principal Investment Strategies”:

“Special Purpose Acquisition Companies
are excluded from the Index. “

Please explain why an explicit
exclusion to SPACs is referenced in the disclosure.

    - 4 -

Response to Comment 9

The above referenced disclosure
has been removed from the prospectus.

Comment 10 – Principal Investment Strategies

The Staff notes the following
statement set forth in the section entitled “Principal Investment Strategies”:

“Companies
meeting the above criteria are screened for investbility…”

Please change “investbility”
to “investability”.

Response to Comment 10

The disclosure has been revised in accordance with
the Staff’s comment.

Comment
11 – Principal Investment Strategies

The Staff notes the following
statement set forth in the section entitled “Principal Investment Strategies”:

Concentration Policy. The Fund
will not concentrate its investments (i.e., invest more than 25% of the value of its total assets) in securities of issuers in any industry
or group of industries, except to the extent the Index is concentrated in an industry or a group of industries.

Please disclose whether the
Index is currently concentrated and if so, disclose the specific industry or group of industries in which the Index is concentrated.

Response to Comment 11

In accordance with the Staff’s
comment, the Fund has revised the disclosure as follows:

“The
Fund will not concentrate its investments (i.e., invest more than 25% of the value of its total assets) in securities of issuers
in any one industry or group of industries, except to the extent that the Index concentrates in an industry or group of industries. As
of the date of this prospectus, the Index is concentrated in the [______] industries.”

    - 5 -

Comment 12 – 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.

Response to Comment 12

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 13 – Principal Risks

The Staff notes “ETF
Risks” set forth in the section entitled “Principal Risks.” Please supplementally confirm if the Fund invests in instruments
traded outside of a collateralized settlement system.

Response
to Comment 13

The Registrant confirms that
none of the instruments in which the Fund intends to invest in are traded outside of a collateralized settlement system.

Comment 14 – Principal Risks

The Staff notes that the “Mobile
Payment Companies Risk” is not listed in alphabetical order in the principal risks section.

Response
to Comment 14

The Fund confirms that the
Principal Risk section has been revised to list all risks in alphabetical order.

Comment 15 – Performance

The Staff notes the following
disclosure appears in the “Performance Section:”

The Fund was reorganized on or about ___,
2023 from the ETFMG Prime Cyber Security ETF (the “Predecessor Fund”), a series of the ETF Managers Trust, a Delaware statutory
trust, into Amplify ETF Trust, a Massachusetts business trust. The Fund is a continuation of the Predecessor Fund and, therefore adopts
the performance information of the Predecessor Fund (as shown below), which was managed by ETF Managers Group LLC. The Predecessor Fund
commenced operations on November 11, 2014.

Please revise the disclosure
to reference the correct Fund.

    - 6 -

Response
to Comment 15

In accordance with the Staff’s
comment, the above referenced disclosure has been deleted in its entirety and replaced with the following:

The Fund was reorganized
on or about ___, 2024 from the ETFMG Prime Mobile Payments ETF (the “Predecessor Fund”), a series of the ETF Managers Trust,
a Delaware statutory trust, into Amplify ETF Trust, a Massachusetts business trust. The Fund is a continuation of the Predecessor Fund
and, therefore adopts the performance information of the Predecessor Fund (as shown below), which was managed by ETF Managers Group LLC.
The Predecessor Fund commenced operations on July 15, 2015.

Comment 16 – Purchase and Sale of Shares

Please supplementally inform
the Staff whether “Creation Units” are purchased primarily with cash or are redeemed primarily with cash.

Response
to Comment 16

The Fund confirms that Creation
Units are expected to be purchased in-kind.

Comment 17 – Additional Information about the Fund’s
Strategies and Risks

The Staff notes that the 80%
policy in Item 4 does not align with the 80% policy in Item 9. Please confirm for consistency.

Response
to Comment 17

The
disclosure has been revised in accordance with the Staff’s comment. For the sake of clarity, the disclosure in the “Additional
Information About the Fund’s Strategies and Risks” has been revised across all of the shell registration statements, including
this Registration Statement, as follows:

“The Fund is a
series of the Trust, an investment company and a passively managed ETF. The Fund uses an “indexing” investment approach to
attempt to replicate, before fees and expenses, the performance of the Index. The investment objective of the Fund is to provide investment
results that correlate generally to the price and yield (before the Fund’s fees and expenses) of the Index. In seeking to achieve
this objective, the Fund invests at least 80% of its net assets (plus borrowings for investment purposes) in the securities of companies
that comprise the Index. The Fund may invest up to 20% of its total assets in equity securities that are not in the Fund’s Index
to the extent that the Adviser believes such investments should help the Fund’s overall portfolio to provide returns substantially
similar to the Index.

    - 7 -

The Fund generally invests
in all of the securities comprising the Index in proportion to the weightings of the securities in the Index. Under various circumstances,
it may not be possible or practicable to purchase all of the securities comprising the Index. In those circumstances, the Fund may purchase
a representative sample of securities in the Index.

A method to evaluate
the relationship between the returns of the Fund and its Index is to assess the “tracking error” between the two. Tracking
error means the variation between the Fund’s annual return and the return of the Index, expressed in terms of standard deviation.
The Fund seeks to have a tracking error of less than 5%, measured on a monthly basis over a one-year period by taking the standard deviation
of the difference in the Fund’s returns versus the Index’s returns. There is no guarantee that the tracking error will not
exceed 5%.

The Fund’s investment
objective, its investment strategy and each of the policies described herein are non-fundamental policies that may be changed by the Board
of Trustees of the Trust (the “Board”) without shareholder approval. Certain fundamental policies of the Fund are set forth
in the Fund’s Statement of Additional Information (“SAI”) under “Investment Objective and Policies.” The
Fund may liquidate and terminate at any time without shareholder approval.

Comment 18– Non-Principal Investment Strategies

The Staff notes that “Securities
Lending” appears as a Principal Risk and also appears under the “Non-Principal Investment Strategies” section. Please
remove from the “Non-Principal Investment Strategies” section. Further, please revise the “Securities Lending Risk”
to include any necessary disclosure from “Securities Lending” under the “Non-Principal Investment Strategies”
section.

Response
to Comment 18

The Staff notes that “Securities
Lending” appears as a Principal Risk and also appears under the “Non-Principal Investment Strategies” section. Please
remove from the “Non-Principal Investment Strategies” section. Further, please revise the “Securities Lending Risk”
to include any necessary disclosure from “Securities Lending” under the “Non-Principal Investment Strategies”
section.

    - 8 -

In addition, the following
risk factor has been added to the “Additional Risks of Investing in the Fund” section:

Securities Lending
Risk. The Fund may engage in securities lending. The Fund may lose money if the borrower of the loaned securities delays returning
in a timely manner or fails to return the loaned securities. Securities lending involves the risk that the Fund could lose money in the
event of a decline in the value of collateral provided for loaned securities. In addition, the Fund bears the risk of loss in connection
with its investment of the cash collateral it receives from a borrower. To the extent that the value or return of the Fund’s investment
of the