SecProbe.io

CORRESP
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[Chapman
and Cutler LLP Letterhead]

October 8, 2024

VIA EDGAR CORRESPONDENCE

Valerie Lithotomos

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. Lithotomos:

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 August 6, 2024 (the “Registration Statement”).
The Registration Statement relates to the Amplify Small-Mid Cap Equity 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 of the Commission
(the “Staff”) reminds the Fund and its management that they are responsible for the accuracy and adequacy of the disclosures,
notwithstanding any review, comments, action or absence of action by the Staff.

Response to Comment 1

The Fund acknowledges the
Staff’s comment.

Comment 2 – General

Please fill in blanks, brackets
and otherwise missing information sufficiently in advance of effectiveness for review.

Response to Comment 2

The Fund confirms it will
endeavor to provide the Staff with responses sufficiently in advance of effectiveness for its review.

Comment 3 – Fee Table

Please provide a completed
fee table and example at least five business days prior to going effective in order to give the Staff adequate time to review and comment.

Response to Comment 3

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

Comment 4 – Fee Table

Please confirm whether the
Fund will incur acquired fund fees and expenses (“AFFE”) of 0.01% or less. Otherwise please include an AFFE line in
the fee table pursuant to Item 3 of Form N-1A.

Response to Comment 4

The Fund anticipates incurring
AFFE of less than 0.01%, if any.

Comment 5 – Fee Table

If there is a fee waiver or
recoupment, please disclose.

Response to Comment 5

The Fund will not utilize
any fee waiver or recoupment arrangements.

Comment 6 – Principal Investment Strategies

The “Principal Investment
Strategies” section states “[f]or these purposes, the Fund defines a small- to mid- market capitalization company as a company
that has a market capitalization of between $400 million and approximately the largest market capitalization company in the Russell 2500TM
Index at the time of purchase.” Please disclose the largest market capitalization for this index.

Response to Comment 6

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

    - 2 -

Comment 7 – Principal Investment Strategies

The “Principal Investment
Strategies” section provides “Curi RMB actively manages the Fund by applying an economic return framework that seeks to identify
attractively priced small-to mid- capitalization companies at all stages of the corporate lifecycle that allocate capital in a way that
creates long-term value.” Please provide a plain English definition or explanation of what is meant by corporate lifecycle.

Response to Comment 7

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

Comment 8 – Principal Investment Strategies

If not already included in
the disclosure, please describe how the Sub-Adviser determines which securities to sell.

Response to Comment 8

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

Comment 9 – 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.

Response to Comment 9

The Fund respectfully declines
the Staff’s comment to revise the Fund’s risk disclosure so that the principal risks appear in alphabetical order. No requirement
of 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 ordering the risks alphabetically makes it easier for investors
to find applicable risk factors.

Comment 10 – Additional Information About the Fund’s
Strategies

The “Additional Information
About the Fund’s Strategies” section provides “[t]he Adviser defines a small- to mid- market capitalization company
as a company that has a market capitalization of between $400 million and approximately the largest market capitalization company in the
Russell 2500Ô Index at the time of purchase.” Please disclose the largest market
capitalization for this index.

Response to Comment 10

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

    - 3 -

Comment 11 – Principal Investment Strategies

The Staff notes that the Fund
is not an “ESG” fund but the Fund may consider ESG factors. Specifically, the Fund provides “[s]pecific ESG factors
Curi RMB considers at any given time vary greatly by geography and industry, and may also vary between companies within the same geographic
region or industry.” Please identify examples of ESG criteria being considered.

Response to Comment 11

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

Comment 12 – Principal Risks

Please consider adding an
ESG-related risk or supplementally explain why there is not an ESG-related risk in the disclosure.

Response to Comment 12

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

Comment 13 – Additional Information about the Fund’s
Strategies

The “Additional Information
About the Fund’s Strategies” section provides “[f]ollowing additional analysis of accounting numbers, financial statement
data and recent corporate news, Curi RMB arrives at a target price for each stock and makes risk/reward comparisons among all of the potential
investments.” Please clarify what is meant by “accounting numbers.”

Response to Comment 13

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

Comment 14 – Principal Investment Strategies

Please describe whether this
Fund is using any short-term or defensive positions. If not, please supplementally confirm to the Staff.

Response to Comment 14

The Fund confirms that it
will not take any short-term or defensive positions.

    - 4 -

Comment 15 – Principal Investment Strategies

The Staff notes that REITs
are listed in the “Principal Investment Strategies” section as a potential investment of the Fund, however there is no accompanying
description of REITs. Please revise to include a description.

Response to Comment 15

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

Comment 16 – Additional Risks of Investing in the
Fund

Please describe whether international
securities should be considered a principal investment. If so, please add an international securities related risk to the summary prospectus
risks. If not, consider changing this section’s heading to “Non-Principal Risks.”

Response to Comment 16

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

Comment 17 – Prior Related Performance

Please change the heading
of this section to “Prior Performance of Similar Accounts” or “Historical Performance Data of the Adviser.” The
Staff believes that a reasonable investor may think this section contains the prior performance of the Fund.

Response to Comment 17

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

Comment 18 – Prior Related Performance

The Staff notes that the disclosure
in this section should include disclosure that the accounts are not subject to certain investment limitations, diversification requirements
and other restrictions imposed by the 1940 Act and the IRS Code, if applicable, which may have adversely affected the performance results.

Response to Comment 18

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

    - 5 -

Comment 19 – Prior Related Performance

Please represent supplementally
to the Staff that the Fund has the records necessary to support the calculation of the performance, as required by Rule 204-2(a)(16) under
the Investment Advisers Act.

Response to Comment 19

The Fund confirms it has the
requisite records in accordance with Rule 204-2(a)(16).

Comment 20 – Prior Related Performance

Please clarify in the disclosure
whether the net performance shown is net of all actual fees and expenses, including sales loads relating to the account.

Response to Comment 20

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

Comment 21 – Prior Related Performance

Please confirm that the “SMID
Cap Core Composite (Net)” is the highest fee charged to an account during the performance period.

Response to Comment 21

The Fund confirms that such
figures reflect the highest fee charged to an account during the performance period.

Comment 22 – Prior Related Performance

The Staff notes that a fund
may present gross performance of the account in addition to net or adjusted performance. In such instances, however, the account’s
net or adjusted performance must be more prominent. For example, the account’s net or adjusted performance could be presented in
the first row of a table. Please consider adding this row to the table in the “Prior Related Performance” section.

Response to Comment 22

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

    - 6 -

Comment 23 – Prior Related Performance

If the actual fees/expenses
of the accounts are lower than the Fund’s fees/expenses, the Staff asks that the Fund add disclosure that states the use of the
Fund’s expense structure would have lowered the performance result.

Response to Comment 23

The Fund’s fees/expenses
are lower than the actual fees/expenses of the other accounts, and accordingly the referenced disclosure has not been added.

Comment 24 – Statement of Additional Information

In the “Investment Objective
and Policies” section of the SAI, policy (7) states, “[t]he Fund will not concentrate its investments in securities of issuers
in any industry or group of identified industries, as the term “concentrate” is used in the 1940 Act.” In accordance
with Item 16 of Form N-1A, please delete the word “identified.”

Response to Comment 24

The SAI has been revised in
accordance with the Fund’s comment.

********

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

    - 7 -

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
October 8, 2024

Amplify ETF Trust

Amplify Small-Mid Cap Equity ETF

(____ – SMAP)

PROSPECTUS

_____, 2024

Amplify Small-Mid Cap Equity 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 ____ (“____”
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
    3

    Additional Information About the Fund’s Strategies
    10

    Fund Investments
    11

    Portfolio Holdings
    17

    Management of the Fund
    17

    Prior Performance of Similar Accounts
    20

    How to Buy and Sell Shares
    21

    Dividends, Distributions and Taxes
    22

    Distribution Plan
    27

    Net Asset Value
    27

    Fund Service Providers
    29

    Premium/Discount Information
    29

    Other Information
    29

    Financial Highlights
    30

    2

AMPLIFY
SMALL-MID CAP EQUITY ETF

Summary
Information

INVESTMENT OBJECTIVES

The Amplify Small-Mid Cap
Equity ETF seeks to provide capital appreciation.

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
    0.60%

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

    Other Expenses(1)
    0.00%

    Total Annual Fund Operating Expenses
    0.60%

    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

    $61
    $192

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.

    3

PRINCIPAL INVESTMENT STRATEGIES

Under normal circumstances,
the Fund invests at least 80% of its net assets (plus borrowings for investment purposes) in U.S.-listed equity securities of companies
with small- to mid- market capitalizations. For these purposes, the Fund defines a small- to mid- market capitalization company as a company
that has a market capitalization of between $400 million and approximately the largest market capitalization company in the Russell 2500Ô
Index at the time of purchase. The Fund will primarily invest in common stocks, but may invest in other types of equity securities and/or
in real estate investment trusts (“REITs”). REITs are financial vehicles that pool investors’ capital to purchase or
finance real estate. Amplify Investments LLC (“Amplify Investments” or the “Adviser”) serves as the investment
adviser to the Fund. Curi RMB Capital, LLC (“Curi RMB” or a “Sub-Adviser”) and Penserra Capital Management LLC
(“Penserra” or a “Sub-Adviser”, and collectively with Curi RM