SecProbe.io

CORRESP
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[Chapman
and Cutler LLP Letterhead]

January 12, 2024

VIA EDGAR CORRESPONDENCE

Christopher Bellacicco

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 Mr. Bellacicco:

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 Cybersecurity 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 – Investment Objective.

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

Response to Comment 1

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

Comment 2 – Principal Investment Strategies

If
the Fund intends to use derivatives to gain exposure to the Index, please disclose with specificity.

Response to Comment 2

The Fund supplementally confirms
that it does not intend to gain exposure to the Index by investing in derivatives.

Comment 3 – Principal Investment Strategies

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”:

“To be included in the Index, companies
from the Prime Index must derive at least 90% of their revenues from cyber security and must have a Revenue Contribution score of at least
1.25%.”

Please confirm the reference
to “Prime Index” is correct.

Response
to Comment 4

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

“To be included in the Index, companies
from the Parent Index must derive at least 90% of their revenues from cyber security and must have a Revenue Contribution score of at
least 1.25%.”

Comment
5 – Principal Investment Strategies

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

“…and an operating company structure
(as opposed to a pass-through security).”

Please supplementally explain
what is meant by “operating company structure.”

 Response
to Comment 5

The Fund notes that the metric
is no longer a part of the Index methodology. Therefore, the disclosure has been revised to remove the above-reference disclosure.

    - 2 -

Comment
6 – 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 6

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

“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.”

Comment 7 – 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 7

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.

    - 3 -

Comment 8 – Principal Risks

Please
consider whether Emerging Markets Risk and/or risk regarding index issues should be added to the prospectus. The Staff notes that the
Fund has an investment strategy to track an index with significant exposure to non-US companies in emerging and frontier markets. Please
provide disclosure with respect to the following risks (and any related risks) associated with this investment strategy or explain to
the Staff why such disclosure would not be appropriate: 1) the potential for errors in index data, index computation, and/or index construction
if information on non-U.S. companies is unreliable or outdated, or if less information about the non-U.S. companies is publicly available
due to differences in regulatory, accounting, auditing and financial record keeping standards, 2) the potential significance of such errors
on the Fund’s performance, 3) limitations on the Fund Advisor’s ability to oversee the Index Provider’s due diligence
process over index data prior to its use in index computation, construction and/or rebalancing, and/or 4) the rights and remedies associated
with investments in the Fund that tracks an index comprised of foreign securities may be different than a fund that tracks an index of
domestic securities.

Response to Comment 8

In accordance with the Staff’s
comment, the Fund has added the following “Index Provider Risk” and “Emerging Markets Risk” to the “Principal
Risks” section:

Index
Provider Risk. The Fund seeks to achieve returns that generally correlate, before fees and expenses, to the performance of the Index,
as published by their Index Provider. There is no assurance that the Index Provider will compile the Index accurately, or that the Index
will be determined, composed or calculated accurately. The composition of the Index is heavily dependent on information and data supplied
by third parties over which the Adviser has no or limited ability to oversee. While the Index Provider gives descriptions of what the
Index is designed to achieve, the Index Provider does not provide any warranty or accept any liability in relation to the quality, accuracy
or completeness of data in its indices, and it does not guarantee that its Index will be in line with its methodology. Because of this,
if the composition of the Index reflects any errors, the Fund’s portfolio can be expected to also reflect the errors. In addition,
data and information on non-U.S. countries may be unreliable or outdated or there may be less publicly available data or information about
non-U.S. countries due to differences in registration, accounting, audit and financial record keeping standards which creates the potential
for errors in Index data, Index computation and/or Index construction and could have an adverse effect on the Fund’s performance.

    - 4 -

Emerging
Markets Risk. Emerging market countries include, but are not limited to, those considered to be developing by the International Monetary
Fund, the World Bank, the International Finance Corporation or one of the leading global investment banks. The majority of these countries
are likely to be located in Asia, Latin America, the Middle East, Central and Eastern Europe, and Africa. Investments in emerging market
issuers are subject to a greater risk of loss than investments in issuers located or operating in more developed markets. This is due
to, among other things, the potential for greater market volatility, lower trading volume, higher levels of inflation, political and economic
instability, greater risk of a market shutdown and more governmental limitations on foreign investments in emerging market countries than
are typically found in more developed markets. Moreover, emerging markets often have less uniformity in accounting and reporting requirements,
less reliable securities valuations and greater risks associated with custody of securities than developed markets. In addition, emerging
markets often have greater risk of capital controls through such measures as taxes or interest rate control than developed markets. Certain
emerging market countries may also lack the infrastructure necessary to attract large amounts of foreign trade and investment. Emerging
market economies’ exposure to specific industries, such as tourism, and lack of efficient or sufficient health care systems, could
make these economies especially vulnerable to global crises, including but not limited to, pandemics such as the global COVID-19 pandemic.
In addition, the rights and remedies associated with investments in a fund that tracks an index
comprised of foreign securities may be different than a fund that tracks an index of domestic securities.

Comment 9 – 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 9

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

    - 5 -

 Comment 10 – Additional Information about the Fund’s
Strategies and Risks

The Staff notes that the other
shell registration statements filed on July 26, 2023 contain a paragraph similar to the below:

The Fund has adopted the following
policy to comply with Rule 35d-1 under the Investment Company Act of 1940. Such policy has been adopted as a non-fundamental investment
policy and may be changed without shareholder approval upon 60 days’ written notice to shareholders. Under normal circumstances,
the Fund will not invest less than 80% of its net assets, plus the amount of any borrowings for investment purposes, in companies that
are travel technology companies. The Fund considers such securities to be those that comprise its Index. For purposes of this policy,
depositary receipts representing the component securities of the Index are treated as component securities of the Fund’s Index.

Please consider adding similar
disclosure to the Registration Statement.

Response
to Comment 10

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.

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.

The Fund therefore respectfully
declines to add the requested paragraph as it believes the the revised disclosure is adequate for investor comprehension.

    - 6 -

Comment 11– 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 11

Given the strategy of the
Fund, the Fund does not believe that “Securities Lending” is a principal risk. Therefore, the disclosure has been revised
to remove the “Securities Lending Risk” from the Principal Risks section in Item 4 and in Item 9. The disclosure under “Securities
Lending” in the “Non-Principal Investment Strategies” section will remain.

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 cash collateral declines below the amount owed to the borrower, the Fund may incur losses that exceed the amount it earned on lending
the security.

Comment 12 – Additional Risks of Investing in the
Fund

The
Staff notes that “Cash Equivalents and Short-Term Investments” appears under “Fund Investments.” If these investments
are principal, please add appropriate disclosure to the strategy section and risk section in Item