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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

 November 4, 2024

VIA EDGAR CORRESPONDENCE

Ellie Quarles

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    First Trust Exchange-Traded Fund VIII (the “Trust”)

    File
Nos. 333-210186; 811-23147

Dear Ms. Quarles:

This letter responds
to your additional comment regarding the registration statement filed on Form N-1A for First Trust Exchange-Traded Fund VIII (the “Registrant”
or “Trust”) with the staff of the Securities and Exchange Commission (the “Staff”) on May 3, 2024
(the “Registration Statement”). The Registration Statement relates to the First Trust SkyBridge Crypto Industry and
Digital Economy 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 – Management of the Fund

The Staff notes Comment
10 set forth in the correspondence filed by the Registrant with the Staff on August 26, 2024. Please disclose that any investment advisor
to the Subsidiary complies with the provisions of the Investment Company Act of 1940 relating to investment advisory contracts (Section
15) as if it were an investment advisor of the Fund. Any investment advisory agreement between a subsidiary and its investment advisor
is a material contract that should be included as an exhibit to the Registration Statement.

Regarding the request
to disclose that any advisor to the Subsidiary complies with the Investment Company Act of 1940 on advisory contracts, because the Advisor
and Sub-Advisor to the Fund are also the Advisor and Sub-Advisor to the Subsidiary, the Fund could alternatively consider adding the following
disclosure to the section entitled “Management of the Fund—Management of the Subsidiary”:

The Advisor and the
Sub-Advisor are each, respectively, the advisor and sub-advisor to the Subsidiary. The Fund’s advisory and sub-advisory agreement
approved in accordance with Section 15 of the Investment Company Act covers services provided by the Advisor and the Sub-Advisor both
directly to the Fund and to the Subsidiary. The Fund’s Board of Trustees considered and discussed the separate investment advisory
and sub-advisory agreement between the Advisor and the Sub-Advisor, respectively, and the Subsidiary and the responsibilities and capabilities
of the Advisor and the Sub-Advisor when it considered the approval of the Fund’s investment advisory and sub-advisory agreement.

Response
to Comment 1

In response to
the Staff’s comment, the Registrant notes its position that because the Subsidiary is not a registered investment company, the
provisions of Section 15 of the Investment Company Act of 1940 (the “1940 Act”) do not apply to the Subsidiary
pursuant to the terms of the statute. Notwithstanding the foregoing, the Registrant understands that the Staff believes that Section
15 should apply to advisory agreements of a subsidiary, although the Registrant notes that practices have varied among registrants
as to how this is actually accomplished or whether Section 15 applies at the subsidiary level. Pursuant to conversations with the
Staff, the Registrant further understands that the Staff believes that if the same person is the advisor to both a fund and its
subsidiary, as is the present case, then, for purposes of complying with Section 15(c) of the 1940 Act, the reviews of the
fund’s and subsidiary’s investment advisory agreements may be combined. In light of the Staff’s position, the
Fund’s Board of Trustees, including a majority of the disinterested Trustees, has undertaken to consider and approve the investment
advisory and sub-advisory agreements of the Subsidiary.

In light of the foregoing,
the Registrant proposes to add the disclosure below (as revised) to the section entitled “Management of the Fund—Management
of the Subsidiary” in the Fund’s prospectus (defined terms to be modified in the prospectus):

The Advisor and the Sub-Advisor are
each, respectively, the advisor and sub-advisor to the Subsidiary. The Fund’s Board of Trustees, including a majority of the
disinterested Trustees, considered and approved the investment advisory agreement between the Advisor and the Subsidiary and the
investment sub-advisory agreement among the Advisor, the Sub-Advisor and the Subsidiary.

The Registrant also
will file the advisory and sub-advisory agreements of the Subsidiary as exhibits to the Registration Statement.

********

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