SecProbe.io

CORRESP
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        Chapman and Cutler LLP

320 South Canal Street, 27th Floor

Chicago, Illinois 60606

T 312.845.3000

F 312.701.2361

www.chapman.com

January 3, 2024

VIA EDGAR CORRESPONDENCE

Mark Cowan

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Re:
    First Trust Exchange-Traded Fund VIII, on behalf of FT Energy Income

Partners Enhanced Income ETF, a series of the Registrant

    File
                                            No. 333-275249

Dear Mr. Cowan:

We received your oral
comments via telephonic conference on November 28, 2023 regarding the Registration Statement on Form N-14 (the “Registration
Statement”) for First Trust Exchange-Traded Fund VIII, on behalf of FT Energy Income Partners Enhanced Income ETF, a series
of the Registrant (the “Fund” or “Acquiring Fund”), filed on November 1, 2023. Capitalized terms
used but not defined herein have the meanings ascribed to such terms in the Registration Statement and the prospectus contained therein
(the “Prospectus”). We are submitting via EDGAR this letter on behalf of the Fund, which is intended to respond to
your comments, and a revised, marked draft of the Registration Statement is included for your review and convenience.

DISCLOSURE COMMENTS

Comment
1

Please update the
Registration Statement, as applicable, to incorporate any relevant changes that are made to the disclosures in the Acquiring Fund’s
N-1A in response to the Staff’s review of such N-1A.

Response
to Comment 1

The Registrant confirms
that any relevant changes made to the Acquiring Fund’s N-1A currently under the Staff’s review will be incorporated into
the Registration Statement, as applicable.

Division of Investment Management

January 3, 2024

Page 2

Comment
2

In the description of
the proposal in the letter to shareholders, and elsewhere as applicable, please clarify that each Target Fund will be merged into a separate
subsidiary of the Acquiring Fund.

Response
to Comment 2

The disclosure has been revised
as requested throughout the Prospectus as applicable to clarify that each Target Fund will be merged with and into the applicable Merger
Sub.

Comment
3

In the Q&A Section,
in the fourth bullet under “Why does each Target Board recommend the Merger of its Target Fund?” please consider expanding
upon the referenced lower overall total expense ratios.

Response
to Comment 3

The specific details of the
expected reduction in overall expenses is set forth in a separate Q&A. Accordingly, we have added to the above-referenced bullet a
cross reference directing readers to the appropriate section of the Q&A for more information.

Comment
4

In the Q&A Section
“Why does each Target Board recommend the Merger of its Target Fund?”, please provide another example of the referenced potential
costs associated with activist campaigns that may be avoided as a result of the Mergers (in addition to potential litigation costs as
currently disclosed).

Response
to Comment 4

The disclosure has been revised
to additionally refer to costs associated with potential future proxy contests that may be avoided as a result of the Mergers.

Division of Investment Management

January 3, 2024

Page 3

Comment
5

In the Q&A Section
“How will the Mergers affect the shares of the Target Funds?” consider including disclosure that the number of shares received
by a Target Fund shareholder in the applicable Merger may not be the same as the number of Target Fund shares held by such shareholder.

Response
to Comment 5

The disclosure has been revised
as requested.

Comment
6

In the Q&A Section
“Will shareholders of the Target Funds have to pay any fees or expenses in connection with the Mergers?”, please clarify the
statement that “one-time expenses… will be allocated accordingly based on net assets or to specific Target Funds…”.

Response
to Comment 6

The disclosure has been revised
as requested.

Comment
7

In the Q&A Section
“How will the Mergers impact ongoing fees and expenses?”, please clarify in reference to the unitary fee that certain expenses
are not covered by such fee and therefore not reflected in the referenced annual rate of 1.10%.

Response
to Comment 7

The disclosure has been revised
as requested.

Comment
8

In the Q&A Section
“How will the Mergers impact ongoing fees and expenses?” please consider taking the disclosure in the last bullet out of bulleted
format. Additionally, please consider adding a definition of “net assets” along with the Managed Assets definition.

Response
to Comment 8

The referenced disclosure
has been revised as requested.

Division of Investment Management

January 3, 2024

Page 4

Comment
9

In the Q&A Section
“What are some key differences between a closed-end fund and an ETF?” please consider specifying that the potential benefits
that closed-end fund strategies, such as the use of leverage, may provide include the potential to generate additional income.

Response
to Comment 9

The disclosure has been revised
as requested.

Comment
10

In the Q&A Section
“What are some key differences between a closed-end fund and an ETF?”, please describe any differences in income to be distributed
by the Funds.

Response
to Comment 10

The above referenced Q&A
has been revised to include the various income-related disclosures described elsewhere in the Prospectus, including the discussion that
(i) the Target Funds (closed-end funds) and the Acquiring Fund (an ETF) have as part of their investment objective an emphasis on current
distributions; (ii) each Fund utilizes an “options strategy” to generate additional income; and (iii) the Acquiring Fund
is anticipated to maintain a common share distribution rate similar to or greater than the historic distribution rate of each Target Fund
(due in part to the Acquiring Fund’s increased utilization of the options strategy).

Comment
11

In the Q&A Section
“How do the Funds’ objectives, strategies and risks compare?”, please remove the phrase “has the ability to”
from the sentence beginning “In general, each Fund primarily invests, or has the ability to or will invest…”.

Response
to Comment 11

The disclosure has been revised
as requested.

Comment
12

In the Q&A Section
“How do the Funds’ objectives, strategies and risks compare?”, the response notes that “the Acquiring Fund may
utilize such options strategy on approximately 25-75% of the value of the Acquiring Fund but maintains flexibility to increase such amount…”
Please state the limit to which such use of the options strategy could increase and confirm that such levels of the options strategy would
not cause the Fund to violate Rule 18f-4. Additionally, please confirm that the term “value of the Acquiring Fund” in the
foregoing disclosure refers to the Fund’s net assets.

Division of Investment Management

January 3, 2024

Page 5

Response
to Comment 12

There is no stated limit
to the Acquiring Fund’s options strategy (i.e., the Acquiring Fund may utilize the options strategy on over 100% of its
value) except that the Registrant confirms it will seek to utilize the strategy in a manner consistent with its investment objective
and pursuant to Rule 18f-4 (as disclosed throughout the Prospectus). The Registrant confirms that the term “value of the Acquiring
Fund” as referenced in the comment above refers to the Acquiring Fund’s net assets and the Prospectus/Proxy Statement has
been revised accordingly.

Comment
13

In the Q&A Section
“Will the portfolios of the Target Funds be repositioned prior to the Mergers?”, please add to the response an estimate of
the capital gains anticipated to result from the portfolio repositionings and clarify that such realization of capital gains, along with
the expenses currently referenced, will be borne by the Target Funds’ shareholders.

Response
to Comment 13

The above-referenced Q&A has been revised as requested.

Comment
14

In the Q&A Section
“Will there be federal income tax consequences to Target Fund shareholders as a direct result of the Mergers?” please begin
the response with a “yes” or “no” or rephrase this question so as not to suggest a yes or no response.

Response
to Comment 14

The question has been revised
to “What will be the federal income tax consequences to Target Fund shareholders as a direct result of the Mergers?”

Comment
15

In the Q&A Section
“Will there be federal income tax consequences to Target Fund shareholders as a direct result of the Mergers?”, please provide
estimates of the tax consequences discussed in this Q&A.

Response
to Comment 15

The Prospectus/Proxy Statement has been revised in response to Comment 13 above. For the remainder of the tax consequences, as explained in further detail
in the above-referenced Q&A, sales of MLP holdings involve certain tax implications (beyond the implications typical to sales of other
portfolio securities) that are estimated at the time of sale but cannot be known with certainty until the MLPs release their Schedule
K-1s, which may not occur until after the Mergers have been consummated. In addition, the full extent of the tax consequences will be
impacted in part by market conditions and factors that cannot be predicted. Accordingly, the Registrant believes disclosure of estimates
at this time could be misleading and respectfully declines to provide such estimates.

Division of Investment Management

January 3, 2024

Page 6

Comment
16

In the Q&A Section
“How does the Board of Trustees of each Target Fund recommend that shareholders vote on the proposed Merger of such Target Fund?”
please discuss how the interests of existing Target Fund shareholders will be diluted, if at all, for each possible combination of Mergers
that could result.

Response
to Comment 16

The interests of each Target
Fund’s shareholders will not be diluted by the Merger of such Target Fund or any combination of Mergers contemplated in the Prospectus.
The Prospectus has been updated as requested.

Comment
17

On the cover page of the
Prospectus, please revise the proposal for FIF shareholders to remove the defined terms applicable to other Target Funds (and add such
defined terms elsewhere).

Response
to Comment 17

The disclosure has been revised
as requested.

Comment
18

On the cover page of the
Prospectus where the documents incorporated by reference are listed, please include hyperlinks to such documents and include their accession
numbers.

Response
to Comment 18

The disclosure has been revised
as requested.

Comment
19

In the first paragraph
under “Synopsis” please remove the sentence “Certain capitalized terms used but not defined in this summary are defined
elsewhere in this Proxy Statement/Prospectus” and ensure that definitions are provided when defined terms first appear.

Division of Investment Management

January 3, 2024

Page 7

Response
to Comment 19

The disclosure has been revised
as requested.

Comment
20

Please note that, in general,
our comments to a particular section of the Registration Statement should apply to those other sections of the Registration Statement
containing the same or similar disclosure, as applicable.

Response
to Comment 20

The disclosures have been
revised accordingly throughout the Registration Statement.

Comment
21

In the third paragraph
under “Board Considerations of the Proposed Mergers” consider adding that the approvals of each Target Board of the applicable
Merger included approvals from the Trustees who are not “interested persons” (as defined in the 1940 Act) and were made unanimously.

Response
to Comment 21

The disclosure has been revised
as requested.

Comment
22

In the first paragraph
under “Material Income Tax Consequences of the Mergers”, please include a statement that, as a condition of closing, the Funds
will obtain a tax opinion that the Mergers will qualify as tax-free reorganizations.

Response
to Comment 22

The disclosure has been revised
as requested.

Division of Investment Management

January 3, 2024

Page 8

Comment
23

Under “Comparison
of the Funds” please include a summary discussion of the fundamental policies, including with respect to concentration, of the Funds.

Response
to Comment 23

The disclosure has been revised
to include a new subsection comparing the fundamental policies of the Funds.

Comment
24

Under “Comparison
of the Funds” please move the subsections “Trustees and Officers” and “Investment Advisors and Portfolio Managers”
further back in the Prospectus.

Response
to Comment 24

The Prospectus has been revised
as requested.

Comment
25

In the Fee Table in the
“Fees and Expenses” Section, please include Acquiring Fund pro forma information for the Merger or combination of Mergers
that would result in the highest fees, the Merger or combination of Mergers that would result in the lowest fees, and the Merger or combination
of Mergers that is most likely to occur.

Response
to Comment 25

The Registrant notes that,
due to the unitary fee structure of the Acquiring Fund, the pro forma total annual fund operating expenses would be the same for each
Merger and any combination of Mergers (i.e., such expenses equal the unitary fee of 1.10%).

Comment
26

Under “Example”
in the “Fees and Expenses” Section, please present the fees based on net assets before the fees based on Managed Assets.

Response
to Comment 26

The disclosure has been revised
as requested.

Division of Investment Management

January 3, 2024

Page 9

Comment
27

Please remove the third
and fourth sentences in the first paragraph under “Performance” and revise the last sentence to state that a Target Fund’s
past performance does not ensure how the Target Fund will perform in the future (in addition to existing disclosure that states that a
FIF’s past performance does not ensure how the Acquiring Fund will perform in the future).

Response
to Comment 27

The disclosure has been revised
as requested except that the disclosure highlighting that key differences exist between FIF (which performance history is being adopted
by the Acquiring Fund) and the Acquiring Fund has been retained to further emphasize why the Target Fund’s past performance may
not be indicative of the Acquiring Fund’s future performance.

Comment
28

Please explain why the
“Return After Taxes on Distributions” and “Return After Taxes on Distributions and Sale of Fund Shares” in the
Performance tables are listed as “N/A.”

Response
to Comment 28

As closed-end funds do not
calculate after tax performance, these items have not been presented in the Performance tables. After tax performance will be calculated
for the Acquiring Fund and presented in its registration statement on Form N-1A after it has commenced operations.

Comment
29

For the additional indexes
listed in the Average Annual Total Returns charts, please include information about the indexes in the narrative explanation as required
by Form N-1A.

Response
to Comment 29

The disclosure has been revised
as requested.

Comment
30

In the Average Annual
Total Returns chart for FIF, please confirm which index is the broad-based index.

Response
to Comment 30

FIF’s broad-based index
is the S&P 500 Index and the above-referenced chart has been updated to include the index.

Division of Investment Management

January 3, 2024

Page 10

Comment
31

In the second paragraph
under “Background and Board Considerations”, please provide more detail on the “recent volatility and market disruption”,
“significant changes in the MLP Market” and “recent increased focus by activist investors” discussed in this paragraph.

Response
to Comment 31

The disclosure has been revised
as requested to provide additional detail on these points.

Comment
32

In the third paragraph
under “Background and Board Considerations”, please confirm that the statement “that the interests of the existing shareholders
of the Target Funds would not be diluted as a result of the Mergers” is true for any combination of Mergers that may be consumm