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                                               Stuart M. Strauss
                                               Partner

                                               DIRECT TEL  +1 212 878 4931
                                               DIRECT FAX  +1 212 878 8375
                                               stuart.strauss@cliffordchance.com

November 3, 2004

Mr. Christian T. Sandoe
Securities and Exchange Commission
Division of Investment Management
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  PowerShares Exchange-Traded Fund Trust
     (File Nos. 333-102228 and 811-21265)

Dear Mr. Sandoe:

Thank you for your telephonic  comments regarding the registration  statement on
Form N-1A for the  PowerShares  Exchange-Traded  Fund Trust (the "Trust")  filed
with the Securities and Exchange Commission on July 19, 2004. Below, we describe
the  changes  we have made to the  registration  statement  in  response  to the
staff's comments and provide the information you requested.

The Trust has  considered  your  comments and has  authorized  us to make on its
behalf the responses  and changes  discussed  below to the Trust's  Registration
Statement.  These changes will be reflected in Post-Effective  Amendment Nos. 13
and 14 to the Fund's  Registration  Statement,  which will be filed on EDGAR.

                                   PROSPECTUS

GENERAL

     Comment 1. Please include a statement in the  description of each Fund that
such Fund complies with the 80% policy required under Rule 35d-1 that relates to
the name of the Fund.

     Response: We have included the requested disclosure for each Fund.

     Comment 2. Please  define the terms "large cap," "small cap" and "mid cap,"
where applicable.

     Response: We have included the requested disclosure for each Fund.

     Comment 3. Remove the word  "necessarily" from the following sentence under
the section for each Fund entitled "Replication Management Risk": "Therefore, it
would not  necessarily  sell a stock because the stock's issuer was in financial
trouble, unless that stock is removed from the ... Index."

     Response: We have revised these sections as requested.

     Comment 4. To the extent  that the  Adviser's  fee  waiver  and/or  expense
reimbursement  is  contractual,  please file the  Agreement as an exhibit to the
registration statement.

     Response:  The Form of Investment  Advisory Agreement that includes the fee
waiver and/or expense  reimbursement  was filed as Exhibit (d)(2) to the Initial
Registration  Statement,  filed  on  April  16,  2003,  and is  incorporated  by
reference into this filing.

     Comment 5. Expand on the risk  factors  that  discuss  the sector  specific
concentration risks.

     Response: We have revised the disclosure as requested.

COVER PAGE

     Comment  6. On the cover  page of the  prospectus,  describe  the  specific
relief that is being  sought  where the  prospectus  states that the issuance of
each  Fund's  shares  is  subject  to  the  receipt  of  appropriate  regulatory
assurances or relief.

     Response: We have revised the current disclosure to state that, "Subject to
receipt  of  exemptive  relief  from  the  Securities  and  Exchange  Commission
necessary to permit the Trust to offer shares of newly  created Index Funds in a
Subscription  Offering,  prior to commencing the continuous  offering of Shares,
each of the Funds  covered in this  prospectus  intends to offer its shares in a
Subscription Offering..."

     Comment 7. Pare down the disclosure  included  under the sections  entitled
"PowerShares Exchange-Traded Fund Trust," "Who Should Invest in PowerShares" and
"Tax Advantaged Product Structure" on page 4 of the prospectus.

     Response: We have revised these sections as requested.

POWERSHARES DYNAMIC BRAND NAME PRODUCTS PORTFOLIO

         Comment 8. Narrow the scope of "household durables" in the description
of the companies that comprise the Dynamic Brand Name Products Intellidex or,
alternatively, change the name of the PowerShares Dynamic Brand Name Portfolio
to better match the description. The current description appears to extend
beyond those companies that would be considered "brand name."

         Response: The description of the companies that comprise the Dynamic
Brand Name Products Intellidex has been revised to better match the name of the
Fund consistent with the applicable Intellidex methodology.

POWERSHARES DYNAMIC FOOD & BEVERAGE PORTFOLIO

         Comment 9. Remove the reference to companies that are principally
engaged in the manufacture, sale or distribution of wood products, tobacco,
fertilizer and agricultural machinery, and companies engaged in the development
of new technologies to provide, for example, improved hybrid seeds, new and
safer food storage and new enzyme technologies from the list of companies that
comprise the Dynamic Food & Beverage Intellidex. These companies would generally
not be considered as falling under the category of food and beverage.

     Response:  We have revised the disclosure as requested  consistent with the
applicable Intellidex methodology.

POWERSHARES DYNAMIC HARDWARE PORTFOLIO

     Comment 10. Consider renaming the PowerShares  Dynamic Hardware  Portfolio,
the PowerShares  Dynamic Computer  Hardware  Portfolio to better correspond with
the  description  of the Index.  In addition,  remove the reference to companies
that provide artificial intelligence,  medical technology and data communication
from the list of companies  that  comprise the Dynamic  Hardware  Intellidex  as
these  companies would generally not be considered as falling under the category
of computer hardware.

     Response:  We have considered the staff's  recommendation,  however,  after
consulting  with the Amex we  concluded  that we would  prefer  to stay with the
general  principle  of  matching  the  Fund  name  with  the  applicable  Index.
Furthermore,  we believe that the prospectus  disclosure and  description of the
companies comprising the Index clearly informs the investor that these companies
are computer hardware companies.  Otherwise, we have revised the disclosure with
respect to the list of companies  comprising  the Index as requested  consistent
with the applicable Intellidex methodology.

POWERSHARES DYNAMIC INTERNET SOFTWARE & SERVICES PORTFOLIO

     Comment 11. Remove the reference to companies that are principally  engaged
in the  development  of database  construction  from the list of companies  that
comprise  the  Dynamic  Internet  Software & Services  Intellidex.  This type of
company  would  generally  not be  considered  as falling  under the category of
internet software and services.

     Response:  We have revised the disclosure as requested  consistent with the
applicable Intellidex methodology.

POWERSHARES DYNAMIC SEMICONDUCTORS PORTFOLIO

     Comment 12. Remove the reference to companies that are principally  engaged
in the manufacture of fiber optics, defense electronics, medical electronics and
consumer  electronics  from the list of  companies  that  comprise  the  Dynamic
Semiconductors Intellidex.  These companies would generally not be considered as
falling under the category of semicondutors.

     Response:  We have revised the disclosure as requested  consistent with the
applicable Intellidex methodology.

POWERSHARES DYNAMIC SOFTWARE PORTFOLIO

     Comment 13. Remove the reference to companies that are principally  engaged
in computer consulting or facilities management services and data communications
services  from  the  list  of  companies  that  comprise  the  Dynamic  Software
Intellidex.  These  companies would generally not be considered as falling under
the category of software.

     Response:  We have revised the disclosure as requested  consistent with the
applicable Intellidex methodology.

POWERSHARES DYNAMIC WIRELESS PORTFOLIO

     Comment 14. Clarify or remove the reference to "companies  with products or
services  related  to  wireless  communication"  in the list of  companies  that
comprise the Dynamic Wireless Intellidex. The current description is too broad.

     Response: We have removed the applicable disclosure as requested consistent
with the applicable Intellidex methodology.

POWERSHARES HALTER GOLDEN DRAGON CHINA PORTFOLIO

     Comment  15.  Clarify  the "Index  Calculations"  and  "Index  Maintenance"
sections of the  PowerShares  Halter  Golden  Dragon  China  Portfolio by better
explaining the Index Divisor and how it works in the context of this Fund.

     Response:  This section has been  clarified to note that the Divisor of the
China  Index has no impact or  bearing  on the Fund  itself.  The  Divisor is an
arbitrary number, however, it provides a direct link to the original base period
of the China  Index and keeps the China  Index  comparable  over time and is the
central point for all Index maintenance and adjustments.

     Comment  16.  Include  "small  cap  risk"  in the  list  of  risks  for the
PowerShares Halter Golden Dragon China Portfolio.

     Response: We have included the disclosure as requested.

POWERSHARES HIGH YIELD EQUITY DIVIDEND ACHIEVERS PORTFOLIO

     Comment 17. Rebut the  presumption  that high yield normally refers to debt
securities  in the  context  of  the  PowerShares  High  Yield  Equity  Dividend
Achievers Portfolio.

     Response:  Although the Commission has indicated that high yield  generally
refers to debt  securities  (see  Question No. 7 of the Questions and Answers in
connection  with Rule 35d-1 dated December 4, 2001),  the term high yield is not
exclusively defined as relating to debt securities.  Furthermore, the use of the
term high yield in the name of the Fund and the  prospectus  disclosure  clearly
describes that the investors are investing in high yield equity.

     Comment 18. When discussing the 90% policy for the  PowerShares  High Yield
Equity Dividend  Achievers  Portfolio,  note that 90% of the Fund's total assets
will be in dividend paying common stocks that comprise the Index.

     Response: We have revised the disclosure as requested.

     Comment  19.  Consider  including  the  "Bankruptcy  or  Prolonged  Trading
Suspension"  section  currently  included in the  description of the PowerShares
High Yield Equity Dividend  Achievers  Portfolio in the description of the other
Funds that comprise the Trust, where applicable.

     Response: Including this disclosure in the risks for all Funds would not be
necessary  where a bankruptcy  usually  results in a company being delisted from
the NYSE,  Amex or Nasdaq.  The delisting event would trigger a deletion and, at
the moment, replacement companies are not added to the Intellidex Indexes.

POWERSHARES VALUE LINE #1 TIMELINESS AND SAFETY PORTFOLIO

     Comment 20. In the description of the Technical  Ranking System included in
the  PowerShares  Value Line #1  Timeliness  and Safety  Portfolio,  clarify the
statement  that the system "is purely a function  of relative  price  action" by
discussing  what it is relative to, and further  describe for  investors how the
Technical Ranking System works.

     Response:  We have  revised  the  disclosure  as  requested  to clarify the
statement that the system is a function of relative price changes.

     Comment  21.  With   respect  to  the  Value  Line  Index,   describe   the
circumstances  where the Index is adjusted more  frequently  than on a quarterly
basis by noting  approximately  how often this may happen in a quarter  and what
circumstances would require such adjustment.

     Response:  We have revised the  disclosure as requested to clarify that the
Value Line Index may only be adjusted quarterly.

     Comment 22:  Include  "small and mid cap risk" in the list of risks for the
PowerShares Value Line #1 Timeliness and Safety Portfolio.

     Response: We have included the disclosure as requested.

POWERSHARES WILDER ALTERNATIVE POWER TECHNOLOGIES PORTFOLIO

     Comment  23.  Where the Clean  Energy  Index  includes  companies  that the
Index's  Selection  Committee  believes are committed to the use of clean energy
and conservation,  either rename the Fund the PowerShares Clean Energy Portfolio
or, alternatively,  modify the criteria for selection to more closely correspond
to the name.  Accordingly,  revise the description of the list of companies that
currently  comprise  the  Clean  Energy  Index  (i.e.,   confirm  that  hydrogen
production,  energy  conversion  and power delivery and  conservation  correctly
describe companies in the Index) to better match the name of the Index.

     Response:  The  name  of the  Fund  has  been  changed  to the  PowerShares
WilderHill Clean Energy Portfolio. In addition, we have confirmed with the Index
Provider that the current  description  of the list of companies  that currently
comprise the Clean Energy Index is correct.

     Comment 24. With respect to the  description  of those  companies  that the
Clean Energy Index's  Selection  Committee  believes are committed to the use of
clean  energy and  conservation,  discuss the specific  types of companies  that
"contribute to the advancement of clean energy." The current  description is too
broad.

     Response: We have included the disclosure as requested.

     Comment  25.  Confirm  that an  attribute  that a stock must  possess to be
eligible  for the Clean  Energy  Index is  sufficient  trading  activity to pass
liquidity tests for an open-end fund.

     Response: This disclosure has been removed from the registration statement.

     Comment 26.  Clarify the  disclosure  under the  heading  titled  "Hydrogen
Production" that states that,  "Hydrogen used in fuel cells, or modified engines
may offer an elegant energy path that prevents  pollution  while becoming better
than fossil fuels to boot."

     Response:  The disclosure has been revised to state that, "Hydrogen used in
fuel cells, or modified engines,  may offer an elegant energy path that prevents
pollution while, in addition, becoming better than fossil fuels."

     Comment  27. In the  description  of the power  delivery  and  conservation
companies that comprise part of the Clean Energy Index, clarify what "hybrid and
potential  fuel cell  vehicles  that need  power  management  to switch  between
running gear and follow loads" include.

     Response:  The disclosure  has been clarified to include "power  management
for hybrid, hydrogen, and fuel cell vehicles."

POWERSHARES ZACKS RANK LARGE CAP PORTFOLIO

     Comment 28. With  respect to the Zacks Rank Large Cap Index,  describe  the
circumstances  that  require  the Index to adjust more often than  quarterly  by
noting approximately how often this may occur each quarter.

     Response:  We have revised the  disclosure as requested to clarify that the
Zacks Index may only be adjusted quarterly.

ADDITIONAL RISKS

     Comment 29.  Revise the sentence  that states that "Each Fund may engage in
active and frequent trading of its portfolio securities" to note that it will do
so in accordance with the applicable Index.

     Response:  The "Portfolio  Turnover" section of the registration  statement
has been removed and is not applicable.

                       STATEMENT OF ADDITIONAL INFORMATION

         Comment 30. On page 5, please note which restrictions are applicable to
non-diversified portfolios and add a non-diversification risk in the prospectus
where applicable.

     Response: We have included the disclosure as requested.

     Comment 31. On page 12, include the ages of the Trustees in the chart.

     Response: We have included the disclosure as requested.

     Comment 32. Note the date that Philip Nussbaum became the Managing Director
of Communication Institute.

     Response: This disclosure has been updated.

     Comment 33. Include  additional  disclosure  rela