SecProbe.io

CORRESP
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[Chapman
and Cutler LLP Letterhead]

August 12, 2024

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 Securities and Exchange Commission (the “Commission”) on June 7, 2024 (the “Registration Statement”).
The Registration Statement relates to the Amplify CWP Growth & Income 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 – Fee Table

Please confirm that there
are no fee reimbursement/recoupment arrangements.

Response to Comment 1

The Fund confirms there are
no fee reimbursement/recoupment arrangements.

Comment 2 – Example

Please eliminate the brokered
commissions sentence as it does not match the language in Item 3 of Form N-1A.

Response to Comment 2

The prospectus has been revised
in accordance with the comment from the staff of the Commission (the “Staff”), as reflected in the revised prospectus
attached hereto as Exhibit A.

Comment 3 – Principal Investment Strategies

Please clarify the Fund’s
intention regarding allocation of investments between equity securities (for growth) and options (for income).

Response to Comment 3

The Fund will invest substantially
all of its assets in equity securities which provides the potential for both growth (through appreciation) and income (through dividend
payments). The Fund will also tactically sell call option contracts on some or all of the equity securities it holds, depending on the
Sub-Adviser’s analysis of market conditions. The Fund may also potentially sell call option contracts on broad market indices. Each
of these sold call options will generate income to the Fund in the form of premiums received for selling such option contracts.

Comment 4 – Principal Investment Strategies

Please identify the types
of equity securities the Fund will invest in under the Equity Securities Portfolio paragraph.

Response to Comment 4

The prospectus has been revised
in accordance with the Staff’s comment, as reflected in Exhibit A.

Comment 5 – Principal Investment Strategies

The Staff notes the “Call
Option Strategy” paragraph provides, in part, “CWP seeks to lower risk and enhance total return by tactically selling short-term
call option contracts on some, or all, of the Equity Securities in the Portfolio.” The Fund’s item 9 disclosure indicates
that by tactically selling short-term call options, the Fund means that it may sell naked call options. If this is correct, please revise
to clarify in the above-referenced disclosure that the Fund may sell uncovered call options on equity securities and disclose the possibility
of unlimited loss.

Response to Comment 5

The Fund will sell covered
call option contracts on some or all of the equity securities it holds. “Tactically” in the above-referenced disclosure is
utilized to indicate the Sub-Adviser’s discretion relating to which securities to write call options on held by the Fund and at
what notional value (i.e., full or partial exposure to such Fund’s holding). The Fund may also sell call options on broad
market indices. If the Fund utilizes such sold call option contracts on broad market indices, they may be considered naked, and clarifying
disclosure has been added in accordance with the Staff’s comment, as reflected in Exhibit A.

    - 2 -

Comment 6 – Principal Investment Strategies

In the Call Option Strategy
section of the summary portion of the prospectus, please revise to explain what the Fund means by “short-term”, for example,
an expiration date of one month. Please also disclose the maximum potential loss from both covered call and naked call writing.

Response to Comment 6

The prospectus has been revised
in accordance with the Staff’s comment as reflected in Exhibit A. The risk profile associated with each type of call option contracts
is disclosed in the “Call Option Strategy Risk.”

Comment 7 – Principal Risks

Please present the risks to
prioritize those most likely to adversely affect the Fund’s NAV, yield and total return, rather than alphabetical order.

Response to Comment 7

The Fund respectfully declines
the Staff’s request to revise the Fund’s risk disclosure. Form N-1A and the relevant rules detail what is required in a prospectus
and how that information must be presented. No requirement contained in Form N-1A restricts a fund from ordering its principal investment
risks alphabetically, and the Fund’s current disclosure is consistent with the requirements of Form N-1A. Further, the Fund believes
that ordering the risks alphabetically makes it easier for investors to find applicable risk factors.

Comment 8 – General

Does the Fund expect creation
units will be purchased and/or redeemed primarily with cash. If yes, please disclose that purchases and redemptions primarily with cash
rather than through in-kind delivery of portfolio securities may cause the ETF to incur certain costs. Please also disclose that these
costs could include brokerage costs, or taxable gains or losses, that it might not have incurred if it had made redemptions in-kind. In
addition, please disclose that these costs could be imposed on the ETF and decrease the ETF’s NAV to the extent not offset by a
transaction fee payable by an authorized participant.

Response to Comment 8

The Fund intends to primarily
issue and redeem creation units in-kind.

    - 3 -

Comment 9 – Principal Risks

Please revise to clearly state
in the first sentence of the “Call Option Strategy Risk” that the Fund may write naked call options on individual equity securities.

Response to Comment 9

As indicated in the response
to Comment 5, the Fund’s sold call option contracts on equity securities will not be considered naked. The Fund has added risk disclosure
to the “Call Option Strategy Risk” to contemplate naked call option contracts on broad market indices.

Comment 10 – Item 9 of Form N-1A

Please revise the “Principal
Investment Strategies” discussion to disclose that the Fund may engage in active and frequent trading and explain the tax consequences
to shareholders of increased portfolio turnover and how the tax consequences or trading costs may impact performance. See instruction
7 to item 9(b)

Response to Comment 10

The Fund does not expect to
incur portfolio turnover of greater than 100% and has deleted references to high portfolio turnover, as reflected in Exhibit A.

Comment 11 – Item 9 of Form N-1A

The Staff notes the following
disclosure “CWP seeks to lower risk and enhance total return by tactically selling short-term call option contracts on some, or
all, of the Equity Securities in the Portfolio.” Please revise this disclosure to characterize the options as uncovered or provide
additional clarity.

Response to Comment 11

The Fund has revised the prospectus
to indicate that the Fund’s intended options strategy will be to sell call option contracts on some or all of the securities held
by the Fund, and may sell uncovered call options on broad market indexes or ETFs, and such revisions are reflected in Exhibit A.

Comment 12 – SAI

The Fund states in its SAI
that equity securities may include convertible securities. Please confirm the Fund’s understanding that the Fund may not include
convertible debt in its 80% basket of equity securities if the convertible debt are deep out-of-the-money.

Response to Comment 12

The Fund confirms that deep
out-of-the-money convertible debt held by the Fund, if any, will not be included in its 80% basket of equity securities.

    - 4 -

Comment 13 – Part C

Please confirm the Fund will
file all required exhibits before effectiveness.

Response to Comment 13

The Fund confirms that prior
to effectiveness its next post-effective amendment will include all required exhibits.

********

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

    - 5 -

Exhibit
A

The information in this
Prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities
and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy
these securities in any state where the offer of sale is not permitted.

Subject to Completion

Dated
August 12, 2024

Amplify ETF Trust

Amplify CWP Growth & Income ETF

(NYSE Arca
– QDVO)

PROSPECTUS

_____, 2024

Amplify CWP Growth & Income ETF (the “Fund”)
is a series of Amplify ETF Trust (the “Trust”) and an exchange-traded actively managed fund organized as a separate series
of a registered investment management company. The Fund intends to list and principally trades its shares on NYSE Arca, Inc. (“NYSE Arca”
or the “Exchange”). Market prices of shares of the Fund may differ to some degree from their net asset value. The Fund issues
and redeems shares at net asset value only in large blocks of shares called “Creation Units.” Except when aggregated in Creation
Units, shares of the Fund are not redeemable securities of the Fund.

The SEC has not approved or disapproved these
securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Contents

    Summary Information
    2

    Additional Information About the Fund’s Strategies
    10

    Fund Investments
    11

    Portfolio Holdings
    18

    Management of the Fund
    18

    How to Buy and Sell Shares
    21

    Dividends, Distributions and Taxes
    23

    Distribution Plan
    27

    Net Asset Value
    28

    Fund Service Providers
    29

    Premium/Discount Information
    29

    Other Information
    30

    Financial Highlights
    30

    1

AMPLIFY CWP GROWTH & INCOME ETF

Summary
Information

INVESTMENT OBJECTIVES

The Amplify CWP Growth &
Income ETF seeks to provide capital appreciation as its primary investment objective and to provide high current income as its secondary
investment objective.

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
      0.55 %

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

    Other Expenses(1)
      0.00 %

    Total Annual Fund Operating Expenses
      0.55 %

 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. Although your actual
costs may be higher or lower, your costs, based on these assumptions, would be:

    1 YEAR

    3 YEARS

    $56

    $176

PORTFOLIO TURNOVER

The Fund pays transaction
costs, such as commissions, when it purchases and sells securities (or “turns over” its portfolio). A higher portfolio turnover
will cause the Fund to incur additional transaction costs and may result in higher taxes when Shares are held in a taxable account. These
costs, which are not reflected in Total Annual Fund Operating Expenses or in the example, may affect the Fund’s performance. Because
the Fund has not yet commenced investment operations, no portfolio turnover information is available at this time.

    2

PRINCIPAL INVESTMENT STRATEGIES

Under normal circumstances,
the Fund invests at least 80% of its net assets (plus borrowings for investment purposes) in growth-oriented U.S. exchange-traded
equity securities (“Equity Securities”) and will opportunistically utilize an “option strategy” consisting of
writing (selling) U.S. exchange-traded call option contracts on such Equity Securities. Amplify Investments LLC (“Amplify Investments”
or the “Adviser”) serves as the investment adviser to the Fund. Capital Wealth Planning, LLC (“CWP” or a “Sub-Adviser”)
and Penserra Capital Management LLC (“Penserra” or a “Sub-Adviser”, and collectively with CWP, the “Sub-Advisers”)
each serve as investment sub-advisers to the Fund. Penserra is responsible for implementing the Fund’s investment program by, among
other things, trading portfolio securities and performing related services, rebalancing the Fund’s portfolio and providing cash
management services in accordance with the investment advice formulated by, and model portfolios delivered by, CWP and Amplify Investments.
The Sub-Advisers are not affiliated with the Fund or Amplify Investments.

The Fund’s portfolio
is strategically designed to offer high levels of total return on a risk-adjusted basis. The portfolio consists primarily of large-capitalization
stocks which exhibit growth characteristics and deliver cash flows from dividend and/or option income while offering the potential for
capital appreciation. Due to the growth characteristics of some large-capitalization stocks, not all holdings in the portfolio will pay
a dividend. CWP constructs a portfolio that is diversified across the growth stocks represented by the Russell 1000 Growth Index and sells
call option contracts tactically to generate additional income. CWP actively manages sector allocation and opportunities to participate
in defensive and cyclical trends within economic cycles. CWP also screens for growth stocks that have a history of increasing earnings
or possess strong competitive advantages.

Equity Securities Portfolio.
CWP seeks to identify Equity Securities by selecting common stock of large capitalization companies from the Russell 1000 Growth Index
that CWP believes are likely, over time, to grow their earnings and cash flow and sustain their competitive advantages. In accordance
with this investment methodology, CWP seeks to identify Equity Securities of companies that are likely to grow their earnings with consistency.
In constructing its portfolio of approximately 20 to 40 of such Equity Securities (the “Portfolio”), CWP considers which sectors
within the Russell 1000 Growth Index appear to be outperforming relative to the overall market and over-weights those sectors by selecting
Equity Securities that are outperforming relative to their peers within such sectors. Under normal market circumstances, the Portfolio’s
aggregate exposure to any one sector will be less than 50%, and the maximum weighting of each of the Equity Securities will be no more
than 15%. The Equity Securities held by the Fund will, on an ongoing basis, be screened and adjusted according to other investment attributes,
including market capitalization, management track record, earnings, cash flows and return on equity.

Call Option Strategy.
The Fund will also employ an option strategy in which it will write U.S. exchange-traded covered call options on Equity Securities in
the Portfolio in order to seek additional income (in the form of premiums on the options) and selective repurchase of such options. A
call option written (sold) by the Fund will give the holder (buyer) the right to buy a certain equity security at a predetermined strike
price from the Fund. A premi