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CORRESP
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CORRESP

 Rafferty Asset
Management, LLC
1301 Avenue of the Americas (6th Avenue), 28th Floor
New York, New York
10019

 June 1, 2023

VIA EDGAR

 Mr.
Timothy Worthington
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

 Re:
Direxion Shares ETF Trust (File Nos. 333-150525 and 811-22201)
Post-Effective Amendment to the Registration Statement on Form N-1A

Dear Mr. Worthington:

The following are the responses to the comments that we received from the
staff by telephone on April 24, 2023 regarding Post-Effective Amendment No. 389 to the Registration Statement on Form N-1A with respect to the Direxion HCM Tactical Enhanced U.S. Equity Strategy ETF (the “Fund”), a series of the Direxion Shares ETF Trust (the “Trust”) that was filed with the Securities and Exchange Commission (“SEC”) on March 8, 2023. The staff’s comments and the Trust’s responses are set forth below.

 In the Principal Investment Strategy, there are two bulleted lists each with four bullets describing categories that are part of the Index’s selection criteria. The following comments refer to the “first” and “second” lists accordingly.

1) Because the Fund includes “Equity” in its
name, under Rule 35d-1 under the Investment Company Act of 1940, as amended (“1940 Act”), the Fund must maintain an 80% exposure to equity
securities under normal circumstances. The Fund’s prospectus states, however, that the Fund may invest periodically entirely in cash. Unless the
Fund’s investments in cash will be temporary defensive positions, revise the name of the Fund to omit “Equity” or revise the strategy of the
Fund so as to maintain 80% exposure to equity securities.

 Registrant has revised the name of the Fund to the Direxion HCM
Tactical Enhanced US ETF. Registrant notes that the Fund will always be invested in either U.S. equity securities, U.S. fixed income investments or cash.

2) State what VaR test will be used by the Fund and provide
VaR calculations that establish the Fund’s compliance with Rule 18f-4 under the 1940 Act.

 The Fund will use the relative VaR test for testing for compliance with Rule 18f-4 under the 1940 Act. Registrant has provided the Fund’s designated reference portfolio and VaR calculations supplementally.

3) Please add disclosure to the Principal Investment
Strategy section, explaining how the HCM-Buyline model (“Model”) determines the Fund’s sector allocation.

Registrant has added disclosure to the Principal Investment Strategy section
explaining how the Model determines the Fund’s sector allocation. Registrant provided blacklines of the draft prospectus to show the additional disclosure
supplementally.

 4) According to the Principal
Investment Strategy section, the Fund will invest in “cash equivalents.” Please explain in the summary or statutory prospectus what types of
investments are considered to be “cash equivalents.”

Registrant had added disclosure in the Principal Investment Strategy section
explaining that money market funds, U.S. Government securities, and/or similar securities are the types of investments considered to be “cash
equivalents.”

 5) According to the
Principal Investment Strategy section, “When the Model indicates downward trends in the broad market, the Fund will have no equity exposure.” Please
clarify whether such portfolio positioning is considered to be a temporary defensive position and, if relevant, cross-reference your response to Comment 1
above.

 Such portfolio positioning is not considered to be a temporary defensive position and is, instead, part of the Fund’s principal investment strategy. Registrant revised the Principal Investment Strategy section to clarify that such portfolio position is part of the principal investment strategy.

 6) According to the Principal Investment Strategies, the Fund will have 80% notional exposure to the securities of the S&P 500 Index, 80% notional exposure to certain securities listed on the NASDAQ Stock Exchange, and up to 40% notional exposure to securities of a specific sector or industry, as dictated by the HCM-BuyLine model. Please explain in plain English what is meant by “exposure” in this context. To the extent a discussion of the Fund’s intended usage of swaps may be helpful to this plain English disclosure, consider clarifying earlier in the disclosure that the Fund intends to use swaps to obtain the notional exposures.

Registrant believes that the term “exposure” is a plain English
term and therefore added disclosure earlier in the Principal Investment Strategy section stating that when the Fund is invested in U.S. equity securities, the Fund will seek
leveraged exposure of its net assets through investments in derivatives, such as swaps, in order to achieve enhanced returns.

 7) According to the Principal Investment Strategy section, the Fund will have “80% exposure to the securities of the S&P 500 Index.” Please clarify whether the Fund will have exposure to all S&P 500 issuers, or if the Fund’s adviser or sub-adviser will select specific issuers within the index in which to invest.

 Registrant revised the disclosure to clarify that the Fund will have exposure to all of the S&P 500 issuers.

8) According to the Principal Investment Strategy section,
the Fund will have “80% exposure to the 100 largest, U.S. based, non-financial companies listed on the NASDAQ Stock Exchange.” Please clarify
whether the Fund will have exposure to all NASDAQ issuers, or if the Fund’s adviser or sub-adviser will select specific issuers within the index in which
to invest.

 Registrant revised the disclosure to clarify that the
Fund will have exposure to all of the 100 largest, U.S.-based, non-financial companies listed on the NASDAQ Stock Exchange.

 9) According to the Principal Investment Strategy section, the Fund will have “up to 40% exposure to securities of a specific sector or industry (“Sector Allocation”). The Sector Allocation can be in one of the following 14 different sectors or industries (industrial sector, communication services sector, consumer discretionary sector, consumer staples sector, energy sector, financial sector, health care sector, real estate sector, technology sector, utilities sector, materials sector, biotechnology industry, semiconductor industry, and transportation industry).” This disclosure would allow the Fund to have freedom of action with respect to concentrations. However, it is the Staff’s longstanding position that a fund cannot have freedom of action with respect to concentration, although it can retain the ability to change its concentrations if it clearly describes the circumstances under which any change in its concentrations will be made. Please revise the Fund’s fundamental policy regarding concentration and the related Principal Investment Strategy disclosure to eliminate the freedom of action with respect to concentration, or clarify the circumstances under which any change in its concentrations will be made, e.g., changes in fund concentrations will follow changes in an index’s concentrations.

Section 8(b)(1) of the 1940 Act requires a fund to recite in its registration
statement, among other things, any policy to concentrate investments in securities of issuers in a particular industry or group of industries. The Staff has permitted funds to
reserve flexibility to concentrate in an industry or group of industries if the Fund’s policy discloses the specific conditions under which any changes to concentration will be made. To satisfy this standard, a fund must clearly and precisely describe, with as much specificity as is practicable, the circumstances under which the fund intends to concentrate its investments.

 In response to the Staff comment, Registrant modified the Fund’s fundamental policy regarding concentration and the related Principal Investment Strategy disclosure to clearly and precisely describe, with as much specificity as practicable, the circumstances under which the Fund may concentrate in an industry or group of industries. Additionally, Registrant modified the disclosure to remove references to sector concentration as Section 8(b)(1) requires a concentration policy at industry level, not sector level. Registrant also confirms that it tests compliance with its concentration policy using GICS sub-industry level data for each security.

The Fund’s Principal Investment Strategy section explains that, when the
Fund is invested in U.S. equity securities, the Fund will have daily exposure to the S&P Allocation (represented by the S&P 500 Index), the Technology Allocation
(represented by the 100 largest, U.S.-based non-financial companies listed on the NASADAQ Stock Market), and a Sector Allocation (represented by a securities market index for each one of the 13 potential sectors or industries in which the Fund may invest). Therefore, when the Fund is invested in U.S. equity securities, the Fund will invest its assets in the same companies included in each of the three indices that represent the Allocations. The Fund utilizes a proprietary quantitative investment model (the “Model”) to determine the Fund’s investment in the Sector Allocation. The Model determines the Sector Allocation based on a proprietary strength formula, which evaluates factors such as volatility and momentum to determine which sector or industry is experiencing the strongest market trend relative to the other sectors or industries. The sector or industry showing the strongest upward market trend (i.e., the strongest volatility and momentum rates over time) will be selected as the Sector Allocation. The Fund’s investment adviser (“Adviser”) and subadviser (“Subadviser”) will have no discretion to deviate from the industry concentrations of the Allocations.

As revised, the Fund’s strategy disclosure clearly and precisely
describes the circumstances under which the Fund may concentrate its assets in an industry or group of industries to the same extent as the indices representing the Allocations
are so concentrated. Accordingly, Registrant revised the Fund’s Principal Investment Strategy section of the summary prospectus to describe the concentration policy as follows:

 The Fund will concentrate its investments (i.e., invest 25% or more of its total assets in companies in the same industry or group of industries) to approximately the same extent as the indices representing the Allocations are so
concentrated.

 Additionally, the “Additional Information
Regarding Investment Techniques and Policies” section of the statutory section was revised to describe the concentration policy as follows:

Fund assets may be concentrated in an industry or group of industries to
approximately the same extent as the indices representing the Allocations are so concentrated.

Finally, the disclosure under the “Investment Restrictions”
section of the SAI was revised to describe the fundamental concentration policy as follows:

  The Fund will concentrate its investments (i.e., invest 25% or more of its total assets in companies in the same industry or group of industries) to approximately the same extent as the indices representing the Allocations are so
concentrated. The Fund tests compliance with its concentration policy using GICS sub-industry level data for each security.

The Fund’s policy sets objective limits on the freedom of the Fund to
concentrate assets in any particular industry or group of industries. Because the Fund’s statement of investment policy clearly indicated under what specific conditions the
Fund will concentrate its investments, Registrant submits that the revised disclosure complies with the rule requirements.

10) According to the Principal Investment Strategy section,
“The Model determines the Sector Allocation based on a proprietary strength formula developed by Howard Capital, which includes factors such as volatility
and momentum.” This disclosure is insufficient to explain to investors how the Model determines whether to buy or sell equities generally and how to
allocate among sectors. To the extent not addressed in response to Comment 3 above, please add detailed disclosure to clarify how the Model makes these determinations.

 Registrant has added disclosure to the Principal Investment Strategy section explaining how the Model determines the Fund’s sector allocation. Registrant provided blacklines of the draft prospectus to show the additional disclosure.

11) Please advise approximately how many counterparties the
Fund expects to use and what percentage of the Fund’s assets and investment exposure are expected to be related to each of these counterparties. If
exposure to a particular counterparty is deemed to be material, please identify the counterparty in the prospectus and file the agreement with the counterparty as an exhibit to the registration statement. If notional exposure to a particular counterparty is likely to exceed 20% of the notional value of the Fund’s assets, please:

 If applicable, disclose (i) that the counterparty is subject to the informational requirements of the Securities Exchange Act of 1934 (“Exchange Act”) and in accordance with such requirements files reports and other information with the SEC; and (ii) the name of any national securities exchange on which the counterparty’s securities are listed, stating that reports (and where the counterparty is subject to Sections 14(a) and 14(c) of the Exchange Act, proxy and information statements) and other information concerning the counterparty can be inspected at such exchanges. If the foregoing is not applicable, please advise how investors will be provided with similar information.

 For any counterparties that are subsidiaries of publicly-traded companies for which there is sufficient market interest and publicly available information, please disclose whether the debts of such securities will be recourse to the parent.

In reviewing responses to this comment, please note that
Corp Fin analyzes the materiality of counterparty credit risk, as set forth above, based on notional exposure rather than market value. Please also note that
the disclosure requirements set forth in the first bullet above are derived from the Morgan Stanley & Co., Inc. No-Action Letter (June 24, 1996) referenced
above under “Disclosures regarding the underlying issuer.”

Registrant has received this comment or a substantially similar comment from
the Staff in connection with other filings. Registrant submits this response to address such comments as previously given by the Staff and as given here (collectively, the
"Comment"). Registrant originally understood the Comment to be that, in the Staff’s view, a swap contract with a notional value equal to 20% or more of a Fund’s net assets would be material and thus require certain disclosures to be included in a Post-Effective Amendment. As a result of further discussions with the Staff regarding the Comment, Registrant has gleaned that, in fact, the Comment is grounded in Regulation AB under the Securities Act of 1933, as amended (“Securities Act”). Regulation AB imposes disclosure requirements on registered offerings of securities (“ABS”) that (1) are primarily serviced by the cash flows of a discrete pool of financial assets (“Pool”), (2) by their terms convert into cash within a finite time period, and (3) may be subject to credit enhancements provided by one or more third parties (“obligors”), which are designed to assure the servicing of the ABS.

 Under Regulation AB, if a credit enhancement is provided by one obligor or a group of affiliated obligors with respect to 20% or more of the cash flows servicing an ABS, the offering documents for the ABS must include the audited financial statements of the obligor(s). Similarly, if a derivative is used to alter the characteristics of a Pool but not provide a credit enhancement, the offering documents for the ABS may need to include the audited financial statements of the derivative counterparty, but only i