SecProbe.io

CORRESP
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November 28, 2023

VIA EDGAR

Ms. Kim McManus

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

    Re:
    WisdomTree Trust

    File Nos. 333-132380 and 811-21864

Dear Ms. McManus:

This response is provided on behalf of
WisdomTree Trust (the “Trust”) with respect to Staff comments received orally on November 6 and 14, 2023 regarding the
Trust’s Post-Effective Amendment (“PEA”) No. 896, which was filed with the U.S. Securities and Exchange Commission
(“SEC”) on November 3, 2023 for the purpose of registering the WisdomTree Bianco Fixed Income Total Return Fund (the
“Fund”) as a new series of the Trust. The Staff’s comments and the Trust’s responses are set forth below.
Capitalized terms used, but not defined, herein have the same meaning given to them in the Trust’s registration statement.

General and Administrative Comment

 1. Comment: Please update all material or otherwise missing, incomplete or omitted information in
the Fund’s Prospectus and Statement of Additional Information (“SAI”).

Response: The Registrant
confirms all missing information will be included in the Fund’s next Post-Effective Amendment. Additionally, the completed fee table
is included herein as Exhibit A.

Prospectus Comments

 2. Comment: Please revise the Fund’s 80% policy to clarify that the Fund invests, directly or
indirectly through ETFs, at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in fixed income securities.
The current 80% policy could permit the Fund to have less than 80% investment exposure to fixed income securities.

Response: The Fund’s
name has been changed from the “WisdomTree Bianco Fixed Income Total Return Fund” to the “WisdomTree Bianco Total Return
Fund.” As such, the Fund’s name no longer suggests that the Fund focuses its investments in a particular type of investment
(i.e., Index constituents), and is no longer subject to compliance with Rule 35d-1. Accordingly, the Fund will not adopt an 80% investment
policy pursuant to Rule 35d-1 and all references to such policy will be removed from the Fund’s Prospectus and SAI disclosure.

WisdomTree Asset Management,
Inc.  250 West 34th Street, New York, NY 10119 | 212-801-2080 Tel 212-801-2081 Fax

 3. Comment: With respect to (ii) in the third paragraph under the “Principal Investment Strategies
of the Fund” section of the Prospectus, please clarify whether a fixed income ETF will be required to meet any threshold or minimum
exposure to fixed-income assets to be eligible for inclusion in the Eligible ETF Pool. For example, would a fixed income ETF that is 60%
equity and 40% fixed income potentially qualify for inclusion in the Eligible ETF Pool?

Response: The Index
Provider has revised its Index Methodology to clarify that to be eligible for inclusion in the Eligible ETF Pool, a fixed income ETF must
have at least 90% of its net assets invested in fixed income securities or exposed to the risk and return characteristics of fixed income
securities, such as through investments in some or all of the following: fixed income securities, cash (including cash equivalents), senior
loans, preferred securities, or derivatives that provide economic exposure similar to fixed income securities.

 4. Comment: In the fourth paragraph under the “Principal Investment Strategies of the Fund”
section of the Prospectus, please revise the disclosure to clarify whether the Index methodology uses defined criteria to establish the
portfolio. If discretion is involved, please describe how it is limited and the specific circumstances in which discretionary judgment
may be appropriate.

Response: We have
revised the Fund’s disclosure under the “Principal Investment Strategies of the Fund” section accordingly.

 5. Comment: In the fourth paragraph under the “Principal Investment Strategies of the Fund”
section of the Prospectus, please disclose the number of constituents or ETFs included in the Index. Please note that a range is permissible.
Please also disclose whether any of the Index constituents, underlying ETFs or Index Provider are affiliates of the Fund or the Adviser.
In addition, the disclosure should describe how the Index constituents are weighted (e.g., free flow, cap weighted, etc.). What
is the Index Provider’s process for rebalancing or reconstituting the Index? Explain how frequently Index changes will be made.

Response:  The Registrant
has revised the disclosure under the “Principal Investment Strategies of the Fund” section to disclose the expected range
of Index constituents and the method used to weight the Index constituents. The Registrant has revised the disclosure under the “Additional
Information About the Fund – Additional Information About the Fund’s Investment Strategies” section to describe in greater
detail the Index Provider’s process for rebalancing or reconstituting the Index. The existing disclosure states that the Index will
be rebalanced and reconstituted monthly, except as necessary to adjust the Index in response to certain non-routine circumstances, such
as significant market events or changes in government policy. With regard to whether Index constituents and underlying ETFs may be affiliates
of the Fund or the Adviser, the Registrant notes that the existing disclosure states that “WisdomTree ETFs may be included in the
Eligible ETF Pool”. As noted elsewhere in this correspondence, the Index Provider is not affiliated with the Fund or the Adviser.

      2

 6. Comment: Under the “Principal Risks of Investing in the Fund” section of the Prospectus,
expand the risk discussion to address the heightened risks associated with securities included in the Eligible ETF Pool (e.g.,
high yield, international, and emerging markets securities).

Response: The Registrant
notes that given the size of the Eligible ETF Pool it is neither possible nor helpful to shareholders to include all possible risks related
to the fixed income ETFs included in the Eligible ETF Pool in the Fund’s Prospectus. However, the Registrant confirms that to the
extent the Fund has significant and consistent exposure to an underlying fixed income ETF that presents risks different from or in addition
to those currently disclosed under the “Principal Risks of Investing in the Fund” section, it will revise its Prospectus disclosure
to include a discussion of such risks.

 7. Comment: Please confirm if the creation units will be purchased primarily in cash. If so, then
please disclose that purchases and redemptions of creation units primarily with cash, rather than through an in-kind transaction, may
cause the Fund to incur certain costs, including brokerage costs or taxable gains/losses, that it might not have otherwise incurred if
the Fund had transacted in-kind. Additionally, please disclose that these costs could be imposed on the Fund decreasing its net asset
value (“NAV”) to the extent that the costs are not offset by a transaction fee payable by an Authorized Participant (“AP”).

Response: The Registrant
confirms that the Fund expects to create and redeem creation units primarily on an in-kind basis. However, consistent with the Fund’s
current disclosure and its Basket Construction and Acceptance Policy and Procedures, creation units may be issued and redeemed in exchange
for a portfolio consisting of both securities and/or cash.

 8. Comment: In the “Additional Information About the Fund – Additional Information About
the Fund’s Investment Strategies” section of the Prospectus, please disclose the number or range of Index constituents included
in the Index.

Response:  The Registrant
notes that the Fund has disclosed the expected range of Index constituents under the “Principal Investment Strategies of the Fund”
section of the Prospectus in response to Comment 5 above and, therefore, declines to duplicate the information in the Fund’s Item
9 disclosure.

 9. Comment: In the “Additional Information About the Fund – Additional Information About
the Fund’s Investment Strategies” section of the Prospectus, the following sentence is noted: “The Fund may sell securities
that are represented in the Index, or purchase securities that are not yet represented in the Index, in anticipation of their removal
from or addition to the Index or to reflect various corporate actions or other changes to the Index.” Please confirm whether the
Fund is passive or active. Please revise or clarify the disclosure, as appropriate, as it references more active management.

      3

Response: The Registrant
confirms that the Fund is a “passive” index fund. The Registrant, however, respectfully declines to revise the referenced
disclosure as it believes it is both accurate and not inconsistent with its investment objective to seek to track the performance of the
Index. The Fund’s “passive management” approach merely means that it seeks to track the price and yield performance,
before fees and expenses, of the Index. In contrast, an active management approach seeks to outperform a particular performance benchmark
or index. The references to active and passive do not refer to an adviser’s ability to make investment decisions about the management
of a fund, but rather the goal of the fund’s investment strategy. As is the case with the implementation of the Fund’s investment
strategy, a passive management approach does not mean that the Adviser and/or the Sub-Adviser do not have discretion to make investment
decisions about how best to seek to track the Fund’s Index and instead must always replicate the current composition of the Index.
To the contrary, the Adviser and/or the Sub-Adviser may determine it is in the best interest of the Fund and its shareholders to replicate
the composition of the Index under certain circumstances (e.g., when there are few constituents and all are readily available with no
comparable substitutes) and to invest in a representative sample of the Index’s constituents under different circumstances (e.g.,
when there are numerous constituents, some of which are expensive to acquire in the quantity needed, and there are less expensive ETFs
available that would serve as comparable substitutes). The Adviser and/or Sub-Adviser also may determine that it is prudent to adjust
the Fund’s portfolio in advance of a known upcoming change to the constituents of the Index as the referenced disclosure indicates.

 10. Comment: In the “Additional Information About the Fund – Additional Non-Principal Risk
Information” section of the Prospectus, the “Authorized Participants, Market Makers and Liquidity Providers Concentration
Risk” references derivatives. Please confirm that if derivatives are included in the Fund’s 20% basket, then the Fund will
disclose those derivatives, with specificity, in the Fund’s principal investment strategy and principal risk sections of the Prospectus.

Response:  As noted
in response to Comment  2 above, the Fund is no longer subject to Rule 35d-1 and will not divide its portfolio into 80% and 20% baskets
for compliance purposes. That being said, to the extent the Fund invests in derivatives to a significant extent, which is not currently
anticipated, it will disclose in Item 4 of the Fund’s Prospectus the use of any such derivatives and the principal risks related
thereto.

 11. Comment: Please confirm whether securities held by the Fund are traded outside of a collateralized
securities system. If yes, please disclose that there are a limited number of financial institutions that may act as APs and post collateral
for certain trades on an agency basis. Please also disclose that if APs exit the business or are unable to process creation and/or redemption
orders and no other AP can step in to do so then there may be a diminished trading market for the Fund shares. In addition, disclose that
this could, in turn, lead to differences between market value and underlying value of the Fund shares.

Response:  The Registrant
confirms that the Fund does not expect to invest in securities traded outside of the collateralized securities system. The Registrant
believes that the requested disclosure is addressed in the risk disclosure set forth below, which is included in the “Additional
Information About the Fund – Additional Non-Principal Risk Information” section of the Prospectus.

      4

“Authorized Participants,
Market Makers, and Liquidity Providers Concentration Risk. The Fund has a limited number of financial institutions that may serve
as Authorized Participants. In addition, there may be a limited number of market makers and/or liquidity providers in the marketplace.
The Fund’s shares may trade at a prolonged and material premium or discount to NAV (or not trade at all) and possibly face trading
halts and/or delisting if either of the following events occur: (i) Authorized Participants exit the business, experience a significant
business disruption (including through the types of disruptions described under “Cybersecurity Risk” and “Operational
Risk”), or otherwise become unable or unwilling to process creation and/or redemption orders and no other Authorized Participants
step forward to perform these services, or (ii) market makers and/or liquidity providers exit the business, experience a significant business
disruption (including through the types of disruptions described under “Cybersecurity Risk” and “Operational Risk”),
or significantly reduce their business activities and no other entities step forward to make and support markets in the Fund’s shares
or otherwise facilitate liquidity in the markets.

This risk may be heightened to the
extent that the Fund invests in derivatives or securities that trade on foreign exchanges or in markets that require foreign securities
settlement and/or because Authorized Participants may be required to post collateral in relation to securities settlement, which only
certain Authorized Participants may be able to do or interested in doing.”

 12. Comment: In the “Additional Information on Buying and Selling Fund Shares – Determination
of Net Asset Value” section of the Prospectus, please clarify that market prices may be greater than or less than NAV and state
how investors can access recent information about the Fund’s NAV.

Response: The Registrant
has revised the disclosure under “Additional Information on Buying and Selling Fund Shares – Determination of Net Asset Value”
accordingly. The Registrant notes that this information is also currently disclosed under “Principal Risks of Investing in the Fund
- Shares of the Fund May Trade at Prices Other Than NAV” and “Buying and Selling Fund Shares.”

Exhibits

 13. Comment: Please include the index licensing or sub-licensing agreement that governs the Fund’s
relationship with the Index Provider as an Exhibit to the registration statement.

Response: The Fund
is not a party to either an index licensing agreement or a sub-licensing agreement related to the Index. The Registrant, therefore, respectfully
declines to include any licensing agreement pertaining to the Index as an exhibit to its registration statement. The Index is provided
pursuant to a licensing arrangement between WisdomTree Asset Management, Inc. (“WTAM”) and Bianco Research Advisors LLC, a
third-party index provider that is not affiliated with WTAM, for use by and at no cost to the Fund.

* * * * *

    Sincerely,

    /s/ Joanne Antico

    Joanne Antico, Esq.

    Secretary

 cc: Laura E. Flores, Esq. (Morgan, Lewis & Bockius LLP)

K. Michael Carlton, Esq. (Morgan, Lewis
& Bockius LLP)

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EXHIBIT A

Fees and Expenses of the Fund

The following table describes
the fees and expenses you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions
and other fees to financial intermediaries, which are not reflected in the table and example below. The fees are expressed as a percentage
of the Fund’s average net assets.

    Sh