Advisors Series Trust

c/o U.S. Bank Global Fund Services

2020 East Financial Way, Suite 100

Glendora, California 91741

February 12, 2025

VIA EDGAR TRANSMISSION

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Re:	Advisors Series Trust (the “Trust”)
	File Nos.: 333-17391 and 811-07959
	Poplar Forest Partners Fund (S000027249)
	Poplar Forest Cornerstone Fund (S000047729)

Ladies and Gentlemen:

Pursuant to Rule 485(a) of the Securities Act of 1933 (the “1933 Act”), as amended, the Investment Company Act of 1940 (the “1940 Act”), as amended, and the regulations thereunder, transmitted herewith on behalf of the Trust and its series, Poplar Forest Partners Fund and Poplar Forest Cornerstone Fund, (the “Funds”), is Post-Effective Amendment No. 1162 under the 1933 Act and Amendment No. 1164 under the 1940 Act to the Trust’s Registration Statement on Form N-1A. The primary purpose of this filing is to reflect the change in investment adviser to the Funds.

The Trust anticipates filing a subsequent amendment to its Registration Statement on Form N-1A pursuant to Rule 485(b) of the 1933 Act in April 2025 to incorporate any additional changes in response to comments from the staff of the Commission, to incorporate updated financial statements, to make other non-material changes and to file any outstanding exhibits.

If you have any questions regarding the enclosed, please do not hesitate to contact the undersigned at (626) 914-7363 or elaine.richards@usbank.com.

Sincerely,

/s/ Elaine E. Richards    

Elaine E. Richards

Assistant Secretary

Advisors Series Trust

Enclosures