SecProbe.io

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                                               Stuart M. Strauss
                                               Partner

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

October 24, 2005

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 (the  "Registration  Statement") for the  PowerShares  Zacks Small Cap
Portfolio,  PowerShares Dynamic Building & Construction  Portfolio,  PowerShares
Dynamic Energy Exploration & Production Portfolio, PowerShares Dynamic Insurance
Portfolio,  PowerShares Lux Nanotech Portfolio, PowerShares Dynamic Oil Services
Portfolio,   PowerShares   Dynamic  Retail  Portfolio  and  PowerShares  Dynamic
Utilities  Portfolio  (together,  the "Funds"),  eight separate  exchange-traded
index funds of the PowerShares  Exchange-Traded Fund Trust (the "Trust"),  filed
with the Securities and Exchange Commission (the "Commission") on July 12, 2005.
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 No. 55 to
the Trust's Registration Statement, which will be filed on EDGAR.

                                   PROSPECTUS

PowerShares Zacks Small Cap Portfolio--Principal Investment Strategies, page 5

     COMMENT 1. PLEASE INCLUDE A DESCRIPTION OF SMALL CAPITALIZATION.

          Response 1: We have included the requested disclosure.

PowerShares Zacks Small Cap Portfolio--Index Construction, page 6

     COMMENT 2. PLEASE NOTE WHEN THE FUND WILL BE REBALANCED AND RECONSTITUTED.

          Response 2: We have included the requested disclosure.

PowerShares Zacks Small Cap  Portfolio--Fee  Table, page 8 (global change to all
Funds)

     COMMENT 3. PLEASE REVISE THE  DISCLOSURE TO NOTE THAT THE EXPENSES BORNE BY
     THE ADVISER ARE SUBJECT TO REIMBURSEMENT BY THE FUND UP TO THREE YEARS FROM
     THE DATE THAT THE FEE OR EXPENSE WAS INCURRED OR, ALTERNATIVELY,  PROVIDE A
     FAS 5 ANALYSIS, SPECIFICALLY NOTING THE FACTS AND CIRCUMSTANCES RELATING TO
     THE FIVE YEAR EXPENSE  REIMBURSEMENT.

          Response 3: The  disclosure has been revised to note that the expenses
          borne by the Adviser are  subject to  reimbursement  by the Fund up to
          three years from the date that the fee or expense was incurred.

PowerShares  Dynamic  Building &  Construction  Portfolio--Principal  Investment
Strategies, page 10

     COMMENT 4. IN THE FOURTH  SENTENCE OF THIS SECTION,  PLEASE CHANGE THE WORD
     "PRINCIPALLY" TO "PRIMARILY."

          Response 4: We have revised the disclosure accordingly.

PowerShares  Dynamic  Building  &  Construction  Portfolio--Principal  Risks  of
Investing in the Fund--Building and Construction  Industry  Concentration  Risk,
page 13 (global change to all Funds, as applicable)

     COMMENT 5. IN THE FIRST  SENTENCE OF THIS  SUB-SECTION,  PLEASE  CHANGE THE
     WORD "SECTORS" TO "INDUSTRIES."

          Response 5: We have revised the disclosure accordingly.

PowerShares   Dynamic  Energy  Exploration  &  Production   Portfolio--Principal
Investment Strategies, page 16

     COMMENT 6. WITH RESPECT TO THE 80% POLICY OF THE FUND,  PLEASE  CLARIFY THE
     DISCLOSURE TO STATE THAT THE FUND WILL NORMALLY  INVEST AT LEAST 80% OF ITS
     TOTAL  ASSETS  IN  COMMON  STOCKS OF  ENERGY  COMPANIES  ENGAGED  IN ENERGY
     EXPLORATION AND PRODUCTION.

          Response 6: We have revised the disclosure accordingly.

PowerShares Lux Nanotech Portfolio--Principal Investment Strategies, page 28

     COMMENT 7. PLEASE INCLUDE A DEFINITION OF NANOTECHNOLOGY COMPANIES.

          Response 7: We have included the requested disclosure.

PowerShares Lux Nanotech Portfolio--Index Construction, page 29

     COMMENT 8. PLEASE CLARIFY THIS  DISCLOSURE TO COMPLY WITH THE PLAIN ENGLISH
     REQUIREMENTS.

          Response 8: We have revised the disclosure accordingly.

PowerShares  Dynamic Oil Services  Portfolio--Principal  Investment  Strategies,
page 35

     COMMENT 9. PLEASE CONSIDER CHANGING THE NAME OF THE FUND TO THE POWERSHARES
     DYNAMIC OIL & GAS SERVICES PORTFOLIO BASED ON THE 80% POLICY OF THE FUND.

          Response 9: The name of the Fund has been  changed to the  PowerShares
          Dynamic Oil & Gas Services Portfolio.

     COMMENT 10.  PLEASE  CLARIFY THE  DISCUSSION OF THE STOCKS  COMPRISING  THE
     INTELLIDEX. IT IS CURRENTLY TOO BROAD.

          Response 10: We have revised the disclosure accordingly.

Management of the Funds, page 54

     COMMENT 11.  PLEASE NOTE HOW LONG MR.  SOUTHARD  HAS BEEN WITH EACH FUND IN
     ADDITION  TO THE  DISCLOSURE  THAT  STATES  HOW LONG HE HAS  BEEN  WITH THE
     ADVISER.

          Response 11: We have included the requested disclosure.

     COMMENT 12. PLEASE INCLUDE  DISCLOSURE IN THE  PROSPECTUS  THAT STATES THAT
     THE  DISCUSSION  OF THE APPROVAL OF THE  INVESTMENT  ADVISORY  AGREEMENT IS
     AVAILABLE IN THE TRUST'S SEMI-ANNUAL OR ANNUAL REPORT.

          Response 12:  Because the Funds are new  portfolios of the Trust,  the
          discussion of the approval of the  investment  advisory  agreement has
          not  been  included  in the  Trust's  Semi-Annual  or  Annual  Report.
          Therefore,  at  this  time  the  discussion  of  the  approval  of the
          investment  advisory  agreement will be appropriately  included in the
          Funds' Statement of Additional Information.

Net Asset Value, page 60

     COMMENT 13. PLEASE INCLUDE A DISCUSSION OF THE SPECIFIC CIRCUMSTANCES UNDER
     WHICH PRICE QUOTATIONS WOULD NOT BE READILY AVAILABLE.

          Response 13: We have included the requested disclosure.

                       STATEMENT OF ADDITIONAL INFORMATION

Management, pages 11-13

     COMMENT  14.  PLEASE  LIST  THE  TERM OF  OFFICE  OF EACH OF THE  TRUSTEES.

          Response 14: We have included the requested disclosure.

Management, page 13

     COMMENT 15. PLEASE  INCLUDE THE DOLLAR RANGE OF EQUITY  SECURITIES  HELD BY
     EACH  TRUSTEE  IN EACH OF THE FUNDS,  IN  ADDITION  TO THE DOLLAR  RANGE OF
     EQUITY SECURITIES HELD BY EACH TRUSTEE IN THE TRUST.

          Response 15: We have included the requested disclosure.

Portfolio Manager, page 14

     COMMENT 16. PLEASE CONFIRM THAT THE PORTFOLIO MANAGER  DISCLOSURE  INCLUDED
     IN THE STATEMENT OF ADDITIONAL  INFORMATION  COMPLIES WITH THE REQUIREMENTS
     OF ITEM 15(B) OF FORM N-1A.

          Response 16: We believe that the current portfolio manager  disclosure
          included in the Funds'  Statement of Additional  Information  complies
          with the requirements of Item 15(b) of Form N-1A.

Portfolio Holdings Policy, page 23

     COMMENT 17. IDENTIFY EACH ENTITY WITH WHICH THE TRUST HAS AN ONGOING POLICY
     TO DISCLOSE PORTFOLIO HOLDINGS;  WHO AUTHORIZES THE DISCLOSURE OF PORTFOLIO
     HOLDINGS;  WHO IS  RESPONSIBLE  FOR THE  OVERSIGHT  AND  MONITORING  OF THE
     DISCLOSURE; WHO ENSURES THAT THIRD PARTIES COMPLY WITH EXISTING AGREEMENTS;
     AND NOTE THAT  THIS  DISCLOSURE  IS IN THE BEST  INTERESTS  OF THE  TRUST'S
     SHAREHOLDERS.

          Response 17: The current  disclosure states that each Fund's portfolio
          holdings are publicly  disseminated each day that the Fund is open for
          business.  Therefore,  we respectfully  acknowledge your comment,  but
          believe that the current disclosure is appropriate.

                                      * * *

     In addition,  we are authorized by our client to acknowledge  the following
     on its behalf:

     o    the  action  of  the   Commission   or  the  staff  in  declaring  the
          Registration  Statement  effective  does not foreclose the  Commission
          from taking any action with respect to the Registration Statement;

     o    the  action  of  the   Commission   or  the  staff  in  declaring  the
          Registration  Statement  effective does not relieve the Trust from its
          full responsibility for the accuracy and adequacy of the disclosure in
          the Registration Statement; and

     o    the Trust may not assert the action of the  Commission or the staff in
          declaring  the  Registration  Statement  effective as a defense in any
          proceeding initiated by the Commission or any person under the federal
          securities laws of the United States.

If you would like to discuss any of these  responses in further detail or if you
have any questions,  please feel free to contact me at (212) 878-4931 or Allison
M. Harlow at (212) 878-4988. Thank you.

Sincerely yours,

/s/ Stuart M. Strauss

Stuart M. Strauss

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