SecProbe.io

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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

 February 13, 2025

VIA EDGAR CORRESPONDENCE

Matthew Williams

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    First Trust Exchange-Traded Fund VIII, on behalf of FT Confluence BDC &

Specialty Finance Income ETF, a series of the Registrant

    File
Nos. 333-283485

Dear Mr. Williams:

We received your oral
comments via telephonic conference on January 9, 2025 regarding the Registration Statement on Form N-14 (the “Registration Statement”)
for First Trust Exchange-Traded Fund VIII, on behalf of FT Confluence BDC & Specialty Finance Income ETF, a series of the Registrant
(the “Fund” or “Acquiring Fund”), filed on November 26, 2024. Capitalized terms used but not defined
herein have the meanings ascribed to such terms in the Registration Statement and the prospectus/proxy statement contained therein. We
are submitting via EDGAR this letter on behalf of the Fund, which is intended to respond to your comments, along with an updated draft
of the Registration Statement.

DISCLOSURE COMMENTS

Comment
1

The Staff reminds the
Registrant 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. Where a comment is made in one location, it is applicable to all similar disclosures
appearing elsewhere in the Registration Statement. Please file an amended Form N-14 addressing the Staff’s comments and email a
marked draft of the Registration Statement showing changes from the initial filing.

Division of Investment Management

February 13, 2025

Page 2

Response
to Comment 1

The Registrant confirms that
corresponding changes made in response to the Staff’s comments have been made to any similar disclosure throughout the Registration
Statement. The Registrant further confirms it has filed an amended Form N-14 addressing the Staff’s comments and has provided a
copy of the correspondence and corresponding redline of the Registration Statement to the Staff.

Comment
2

Please supplementally
address whether the Fund, its Advisor or any of the Fund’s affiliates have entered into a standstill agreement with respect to the
Fund and a third party.

Response
to Comment 2

Neither the Fund nor the
Advisor, nor any of the Fund’s affiliates, have entered into a standstill agreement concerning the Fund.

Comment
3

In the Q&A Section,
in the fourth bullet under “Why does the Target Board recommend the Reorganization?” please revise to explain what the unitary
fee includes or excludes. Please also clarify whether the unitary fee excludes acquired fund fees and expenses.

Please confirm there is
no fee expense reimbursement or fee waiver in place for the Acquiring Fund. If there is, please disclose and revise this section to compare
the fees and expenses of the First Trust Specialty Finance and Financial Opportunities Fund (the “Target Fund”) and the Acquiring
Fund on a gross and net basis and explain that after the expiration of the fee expense reimbursement or fee waiver on X date, the fees
and expenses of the Acquiring Fund may increase.

Finally, please state
that the Target Fund’s expenses include leverage expenses but the Acquiring Fund’s expenses will not.

Division of Investment Management

February 13, 2025

Page 3

Response to Comment
3

The Registration Statement
has been revised in accordance with the Staff’s comment to add the below disclosure to the fourth bullet under “Why does the
Target Board recommend the Reorganization?”:

“Such annual unitary management
fee provides for payment of the Fund’s expenses, including the cost of transfer agency, custody, fund administration, legal, audit
and other services, but excluding fee payments under the Investment Management Agreement between First Trust and the ETF Trust, on behalf
of the Acquiring Fund, interest, taxes, acquired fund fees and expenses, if any, brokerage commissions and other expenses connected with
the execution of portfolio transactions, distribution and service fees payable pursuant to a Rule 12b-1 plan, if any, and extraordinary
expenses.”

The Registrant confirms that
there is no fee expense reimbursement or fee waiver in place for the Acquiring Fund.

The
above-referenced bullet contains disclosure that the Target Fund’s expenses include leverage expenses. The bullet has been further
modified to state that “[t]he Target Fund’s expenses include leverage expenses, but the Acquiring Fund is not expected
to incur any leverage expenses.”

Comment
4

In the Q&A Section,
in the fourth bullet under “Why does the Target Board recommend the Reorganization?” the disclosure states, “The Target
Fund’s recent total (net) expense ratio (including leverage expenses but excluding acquired fund fees and expenses) was 2.65%...”
Please state whether this “recent” total (net) expense ratio that the Board considered has since changed, and if it has, please
also state the current expense ratio.

Response
to Comment 4

The Registration Statement
has been updated to reflect the “as of” date for the Target Fund’s total (net) expense ratio considered by the Board
and to provide such total (net) expense ratio as of a more recent practicable date.

Comment
5

In the Q&A Section,
under “How do the Funds’ objectives, strategies and risks compare?” the disclosure states, “It is anticipated
that the Acquiring Fund will initially hold a greater percentage of its portfolio in BDCs than currently is held by the Target Fund.”
Please explain the reference to the term “initially.” Will the percentage ownership of BDCs decrease over time? If so, please
explain why and how. The Staff notes the disclosure in the “Background and Trustees’ Considerations Relating to the Proposed
Reorganization” section states that substantially all the Acquiring Fund’s assets will be invested in BDCs.

Division of Investment Management

February 13, 2025

Page 4

Response
to Comment 5

The Acquiring Fund does not
currently expect the relative amount of its investments in BDCs to substantially decrease over time following the reorganization. Rather,
the above-referenced disclosure is meant to provide a comparison of the two Funds’ portfolios at a point in time while also capturing
the possibility that the Acquiring Fund may shift its investments between BDCs and other types of specialty finance companies consistent
with its principal investment strategies.

Comment
6

In the Q&A Section,
under “Will there be federal income tax consequences to Target Fund shareholders as a direct result of the Reorganization?”
the disclosure states, “As noted above, the Target Fund also may recognize gains or losses as a result of portfolio sales effected
prior to the Reorganization.” Please also state here, as is stated above, that any gains that do result from the Target Fund’s
portfolio sales may have tax consequences to Target Fund shareholders.

Response
to Comment 6

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

Comment
7

In the “Comparison
of the Funds” section, the disclosure states, “The Fund has primarily invested in one particular type of specialty finance
company, business development companies (‘BDCs’)…” Please add “Acquiring” or “Target”
before “Fund” for clarity.

Response
to Comment 7

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

Comment
8

The Staff notes that portfolio
turnover risk is a principal risk of the Acquiring Fund but not the Target Fund. If accurate, please also mention in the “Comparison
of the Funds” section that a difference in the strategies is that the Acquiring Fund will have more portfolio turnover.

Response
to Comment 8

The Registration Statement
have been revised to remove Portfolio Turnover Risk as a principal risk of the Acquiring Fund.

Division of Investment Management

February
13, 2025

Page 5

Comment 9

Please
supplementally confirm the fees and expenses are current.

Response
to Comment 9

The
Fees and Expenses Table has been completed in the revised Registration Statement to provide information as of a practicable recent date—i.e.,
in the case of the Target Fund, as of its most recently completed fiscal year end of November 30, 2024.

Comment
10

The
Staff notes that footnote 3 to the “Fees and Expenses” table states, “The management fee of the Target Fund is based
on the “Managed Assets” of the Target Fund, which means the total asset value of the Target Fund minus the sum of the Fund’s
liabilities other than the principal amount of borrowings.” Please clarify that “Managed Assets” includes leverage.

Response
to Comment 10

The
above-referenced footnote 3 has been revised to state that “‘Managed Assets’ includes the assets of the Target Fund
obtained through the use of leverage.”

Comment
11

Please
add the disclosure outlined in Item 4(b)(2)(iv) of Form N-1A adjacent to the “Average Annual Total Returns” table or above
the table.

Response
to Comment 11

The
Registration Statement has been revised in accordance with the Staff’s comment to include the below disclosure:

The Target
Fund’s past performance (before and after taxes) is not necessarily an indication of how the Target Fund or Acquiring Fund will
perform in the future.

All after-tax
returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of
any state or local tax. Returns after taxes on distributions reflect the taxed return on the payment of dividends and capital gains.
Returns after taxes on distributions and sale of shares assume you sold your shares at period end, and, therefore, are also adjusted
for any capital gains or losses incurred. Returns for an index do not include expenses, which are deducted from Target Fund returns,
or taxes.

Your
own actual after-tax returns will depend on your specific tax situation and may differ from what is shown here. After-tax returns
are not relevant to investors who hold Target Fund shares in tax-deferred accounts such as individual retirement accounts (IRAs)
or employee-sponsored retirement plans.

Division of Investment Management

February 13, 2025

Page 6

Comment 12

In
the “Average Annual Total Returns” table, please also include the broad-based securities market index of the Acquiring Fund.
You may disclose in connection therewith that the Target Fund has not historically been compared to such index.

Response
to Comment 12

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

Comment
13

In
the “Principal Risks Comparison” chart, the “Premium/Discount Risk” applies to both the Acquiring Fund and the
Target Fund. However, the description of “Premium/Discount Risk” below the chart includes references to “participation
agreements”, which makes it appear tailored to the Acquiring Fund and not the Target Fund. Please clarify the disclosure.

Response
to Comment 13

The
Registrant notes that the sentence referring to “participation agreements” begins by referencing specifically “shares
of the Acquiring Fund” and further specifies in parentheses that such sentence is not applicable to “shares of closed-end
funds such as the Target Fund.” The sentence in question has also been revised to further clarify that the statement relates specifically
to the Acquiring Fund.

Comment
14

In
the second bullet under the “Background and Trustees’ Considerations Relating to the Proposed Reorganization” section,
the disclosure states, “The Board considered that the proposed unitary fee rate for the Acquiring Fund would be materially lower
than the current total (net) expense ratio for the Target Fund (including leverage expenses but excluding acquired fund fees and expenses)
and that shareholders of the Target Fund were expected to benefit from significant cost savings as a result of the Reorganization.”
Please state, if true, that the unitary fee is not subject to any fee expense reimbursement or fee waiver.

Division
of Investment Management

February 13, 2025

Page 7

Response to Comment 14

The
Registration Statement has been revised in accordance with the Staff’s comment to note that “the unitary fee is not subject
to any expense reimbursement or fee waiver arrangement.”

Comment
15

The
Staff notes the “Principal Investment Strategies and Policies” section states, “The Fund will not invest 25% or more
of the value of its total assets in securities of issuers in any one industry or group of industries except that the Fund’s investments
will be concentrated (i.e., invest 25% or more of Fund assets) in the industries or group of industries comprising the financial sector.”
Please specify the “Fund” as the “Acquiring Fund” throughout this disclosure.

Response
to Comment 15

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

Comment
16

The
Staff notes that “Illiquid Investments” has been identified under “Non-Principal Investments” of the Acquiring
Fund. Please explain supplementally how the Fund intends to comply with the liquidity requirements that apply to open-end funds under
the Investment Company Act of 1940 (the “1940 Act”). In your explanation, please discuss whether any investments that the
Fund considers liquid were previously characterized as illiquid or restricted or classified as a Level 3 asset. If so, please identify
those investments and provide the basis for the recharacterization. In addition, please confirm supplementally that the Fund has completed
a liquidity risk assessment consistent with Rule 22e-4 under the 1940 Act. Finally, will the Fund need to change its portfolio to come
into compliance with Rule 22e-4? If yes, please describe in what ways.

Response
to Comment 16

As
is the case for the Target Fund, the Acquiring Fund will invest substantially all of its assets in equity securities of BDCs that are
traded on a securities exchange and, thereby, are liquid. As such, no portfolio changes are needed for the Acquiring Fund to be able
to comply with Rule 22e-4 of the 1940 Act. The Registrant confirms that no portfolio securities will change their characterization
from illiquid or restricted, or as a Level 3 asset, to liquid.

The Registrant
additionally confirms that it has completed a liquidity risk assessment as required under Rule 22e-4.

Division of Investment
Management

February 13, 2025

Page 8

Comment 17

Please
revise the disclosure under “Voting Process” to state that the Target Fund does not expect to receive any broker non-votes
in connection with the Proposal and, regardless, broker non-votes will not be counted for purposes of determining quorum at the Meeting
or as votes in regard to the Proposal.

Response
to Comment 17

The
Registration Statement has been revised as requested.

Comment
18

The
Staff notes the name of the Acquiring Fund is incorrect in the Exhibit 12 Form Opinion of Chapman and Cutler. Please revise to correct
the name of the Acquiring Fund.

Response
to Comment 18

The
opinion has been revised and will be refiled in accordance with the Staff’s comment.

Comment
19

The
Staff notes the expected percentage of securities of the Target Fund sold due to the reorganization is currently blank. Please include
such percentage in the next pre-effective amendment.

Response
to Comment 19

The
requested information has been completed and will be provided in the next pre-effective amendment.

Comment
20

Please
confirm in supplemental correspondence to the Staff that no disclosure is required under Rule 6-11(d)(1)(ii) of Regulation S-X.

Response
to Comment 20

The
Registrant confirms that the Reorganization will not result in a material change in the Target Fund’s portfolio due to investment
restrictions, and as such, no disclosure is required under Rule 6-11(d)