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DIrexion Shares ETF Trust

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

September 29, 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 responses to the comments that we received from you in
correspondence dated September 1, 2023 and by telephone on September 7, 2023 regarding Post-Effective Amendment No. 397 to the Registration Statement on Form N-1A for the Direxion Bitcoin Ether Strategy ETF, (the “Fund”), a series of the Direxion Shares ETF Trust (“Trust”) that was filed with the Securities and Exchange Commission (“SEC”) on August 2, 2023. Your comments and the Trust’s responses are set forth below.

 Operations of the Ether Futures Market and Bitcoin Futures Market

1. Please supplementally confirm whether the Fund has
engaged one or more Futures Commission Merchant(s) (“FCM(s)”). Please identify such FCM(s) in your response.

Registrant currently has an agreement with one FCM and is currently
negotiating an agreement with another FCM to conduct transactions in bitcoin futures and ether futures as FCMs on behalf of the Fund. Registrant has provided the identities of
these FCMs to the Staff supplementally.

 2. Please supplementally inform us of any discussions with potential authorized participants (“APs”) or market makers for the Fund and supplementally address the following:

•

confirm the number of APs or other firms that have expressed
legitimate interest and/or intent to act as an AP for the Fund (including information about the identities of such potential APs);

 Each of the Registrant’s current
26 APs would be available to act as an AP for the Fund.

•

discuss the ability of APs and market makers to arbitrage the
Fund’s holdings in a manner that is expected to keep the Fund’s market price in line with its net asset value (“NAV”);

 Registrant
notes that APs and market makers have been able to arbitrage other crypto futures-based ETFs. Although Registrant does not have specific information on how APs and market makers
have hedged their exposures to crypto futures-based ETFs and engaged in arbitrage transactions, Registrant assumes that they may have transacted on the spot markets for bitcoin and ether and in the futures market. As a result, the premiums and discounts of such
other ETFs have remained relatively small, which indicates that the arbitrage mechanism is working as intended.

•

discuss what instruments the APs will use to arbitrage and whether
there will be any impact from the inability of broker-dealers to custody ether or bitcoin; and

 While the Registrant does not know and cannot control how an
AP or market maker would arbitrage the Fund’s shares, the Registrant believes an AP or market maker would have several options, including by using shares of a non-leveraged long bitcoin or ether ETF, long positions in CME-traded bitcoin futures contracts or CME-traded ether
futures contracts, or off-setting its exposure in transactions with other clients that seek exposure (i.e., AP is long and to obtain short exposure provides long exposure to a separate client). However, given that APs and
market makers are currently transacting in shares of bitcoin futures ETFs, the Registrant does not believe an inability to custody spot bitcoin or ether will materially adversely impacts their ability to arbitrage the Fund’s holdings.

•

discuss whether there any unique considerations or rules related to
the national securities exchange on which the Fund plans to list its securities that will impact the Fund’s ability to pursue its investment strategy,
interact with APs, or otherwise impact the Fund’s operations.

In the event that the Registrant determines to launch the Fund, the Fund
will operate pursuant to Rule 6c-11 under the 1940 Act and intends to list on NYSE Arca, Inc. pursuant to NYSE Arca Rule 5.2-E(j)(8). Registrant does not anticipate that there are unique considerations or rules that will impact the Fund’s investment strategy, AP
relationships or the Fund’s operations.

 3. Please supplementally discuss whether the Fund anticipates any capacity constraints in the ether futures market or bitcoin futures market that would limit the size of the Fund’s exposure to ether futures or bitcoin futures. Also, how would the current number of registrants looking to launch similar funds impact the ether futures market or bitcoin futures market? Explain how the Fund will monitor market capacity as new participants enter the market.

Registrant notes that currently there are capacity constraints in the bitcoin futures market and
ether futures market that would limit the size of the Fund’s exposure to bitcoin futures and ether futures, such as position limits. If all registrants looking to launch similar funds enter the market, this will cause increased demand for bitcoin futures and ether futures, which the Registrant believes will increase the open interest of bitcoin and ether futures contracts, however, there is no guarantee that open interest will increase with the increased demand. In the event that Registrant launches the Fund, the Fund will monitor market capacity including trading volumes and open interest, as new participants enter the market as part of its overall risk management framework.

Valuation

4. Please supplementally explain how the Fund would value
its ether futures positions or bitcoin futures positions if the Chicago Mercantile Exchange (“CME”) halted the trading of ether futures or bitcoin
futures due to price limits or otherwise.

 In the event that CME halted the trading of bitcoin futures or ether futures, the Fund would fair value its bitcoin futures positions or ether futures positions according to its fair valuation policies and procedures as they apply to futures contracts. Because spot bitcoin and ether would continue to trade, the Fund would be able to fair value using the current spot price of bitcoin or ether to value the bitcoin future contracts or ether future contracts, as applicable. For example, if the bitcoin future contracts are halted, the Fund would apply the percentage change in the spot price of bitcoin from the time of the halt until the end of the trading day to the price of the futures contracts based on the Fund's fair valuation policies and procedures.

Liquidity Risk Management

5. Please supplementally discuss how the Fund anticipates
classifying the liquidity of ether futures investments or bitcoin futures investments and the rationale for such classification. Refer to Rule 22e-4(b)(1)(ii)
of the Investment Company Act of 1940.

 Registrant anticipates that bitcoin futures and ether futures will be highly liquid as they are exchange traded and the Fund reasonably expects to be able to convert them to cash in current market conditions in three business days or less without the conversion to cash significantly changing the market value of the investment. The Registrant does not believe it will be subject to liquidity constraints that would change its highly liquid classification, including due to the number of competing funds that are also entering the market at approximately the same time, which is expected to increase trading volumes and open interest in the contracts.

6. Please supplementally discuss the Fund’s plans for
liquidity risk management during both normal and reasonably foreseeable stressed conditions, and the board’s consideration of liquidity risks related to
the investment strategy and the appropriateness of the investment strategy for an open-end fund. Refer to Rule 22e-4(b)(1)(i) of the Investment Company Act.

 Registrant regards the liquidity of each of the bitcoin futures contracts and ether futures contracts as dependent on the amount of the Fund’s holdings relative to the size of, respectively, the overall bitcoin futures market and ether futures market (i.e., the open interest) as well as the trading volume in bitcoin and ether futures contracts. Registrant does not anticipate that the Fund will hold a material amount of the open interest in either the bitcoin futures contracts or ether futures contracts for several reasons. First, the Fund’s underlying index weights bitcoin futures contracts and ether futures contracts based on the relative spot market capitalization; as a result, the Fund will not be 100% in either bitcoin futures or ether futures contracts and the amount held in either contract will fluctuate based on market capitalization. Therefore, if the market capitalization of either bitcoin or ether significantly reduces, the amount held by the Registrant will also decrease, which will inherently mitigate the Fund’s liquidity risk. Second, Registrant believes that the Fund will launch nearly contemporaneously with several competitor funds that pursue substantially similar strategies; as a result, Registrant expects the size and growth of the Fund to be naturally limited, which will further reduce both the risk of the Fund holding a material amount of the open interest in bitcoin futures contracts and/or ether futures contracts and the risk of the Fund representing a material percentage of the average daily trading volume in bitcoin futures contracts and/or ether futures contracts. For these and other reasons, the Fund’s liquidity risk management program administrator (“LPA”) currently classifies bitcoin futures contracts and ether futures contract for purposes of the Fund as highly liquid investments under Rule 22e-4. Once the Fund begins operations, however, Registrant will monitor these liquidity classifications, including if the Fund increases in size such that it holds a significant portion of open interest in the futures contracts or represents a significant portion of average daily trading volume in the futures contracts. The Fund expects that, under such circumstances, the Fund’s LPA would update the liquidity risk management program appropriately.

In approving the Fund, the Board considered, among other factors, the liquidity
risks of the Fund’s investment strategy, as described by the Fund’s investment adviser, Rafferty Asset Management (“RAM”), which also serves as LPA.
Regarding liquidity risks, in particular, the Board considered the points made above, including that the Fund’s underlying index would be spot market capitalization weighted and thus limit the Fund’s relative investment in the contract with smaller spot market capitalization. The Board also considered that various calculations presented by RAM regarding the assets that the Fund must gather before
its positions in bitcoin futures contracts and ether futures contracts would be likely to materially impact their otherwise highly liquid nature. In addition, the Board noted the potential investments, namely currently trading bitcoin futures-based ETFs, in which the Fund may be able to invest to ensure the liquidity of the portfolio. It also considered institutional investors’ increasing interest in and trading of ether futures contracts and the LPA’s determination that the strategy was appropriate for an open-end fund. Furthermore, the Board noted that RAM operates other futures-based ETFs and that, as a result, understands the liquidity of futures markets.

 7. Given the inability of exchange-traded funds (“ETFs”) to close to new investors and the capacity constraints posed by FCMs and the CME, please supplementally explain how the Fund will manage liquidity if the Fund becomes so large as to require more liquidity than the market can provide to meet potential redemptions.

Registrant included disclosure in the Fund’s prospectus explaining how
the Fund will manage liquidity should the Fund become so large so to require more liquidity than the market can provide to meet potential redemptions. In addition to investing in
cash-settled futures traded on the CME, the Fund may invest in registered investment companies and operating companies whose securities are registered under the Securities Exchange Act of 1934 and are publicly traded that invest in or have exposure to bitcoin futures and/or ether futures. In the event that the market for bitcoin futures and ether futures is illiquid, the Fund will utilize these other investments to pursue its investment objective.

 Derivatives Risk Management

 8. Please supplementally provide an outline of the Fund’s plans for complying with Rule 18f-4 of the Investment Company Act, including a preliminary overview of the key elements of the derivatives risk management program, and confirm that the Fund will use a relative VaR test. Please also identify the designated reference portfolio used in the Fund’s relative VaR test.

 The Board of Trustees of the Trust has appointed a derivatives risk manager and adopted policies and procedures as part of the derivatives risk management program. The Trust will utilize a third-party to provide certain services related to the value at risk (“VaR”) calculations, stress testing and backtesting required by the Rule. The Fund will use a designated index as its designated reference portfolio in order to comply with the relative VaR test. The derivatives risk manager has approved the S&P Cryptocurrency MegaCap CME Futures Index (the “Index”) as the designated index as the Index is a market-capitalization weighted index designed to measure the performance of the CME bitcoin and CME ether futures markets.

Although the Index consists of bitcoin futures and ether futures, the Index is
not leveraged. As noted in the adopting release to Rule 18f-4, “[w]hether a particular index is ‘leveraged’ . . . depend[s] on the economic characteristics of
the index’s constituents, and not just on whether some or all of the constituents are derivatives. An index [is] leveraged if, for example, the derivatives included in the index multiply the returns of the index or index constituents.” The bitcoin futures and ether futures in the Index are futures that are unleveraged, and the Index is not constructed in a way to provide a multiple of the returns of the bitcoin futures and ether futures.

 Simulated Performance

 Funds taking a “long” position in ether futures contracts or a “long” position in both ether futures contracts and bitcoin futures contracts:

 9. Please supplementally discuss how the Fund would be expected to perform during significant market downturns in the price of ether and ether futures, such as the downturn that occurred on May 19, 2021, or during significant market downturns in the price of bitcoin and bitcoin futures, such as those that occurred on June 13, 2022 and November 8 and 9, 2022.

 Because the Fund’s investment in bitcoin futures and ether futures will be long, market-capitalization weighted, Registrant would expect the Fund to have negative returns during significant daily downturns in the price of bitcoin and bitcoin futures or ether and ether futures in proportion to each contract’s weighting. Registrant also notes that the price movements of ether and bitcoin, and therefore bitcoin futures and ether futures, generally have been correlated and that ether, which has a smaller market capitalization and therefore exposure to which will comprise a smaller proportion of the Fund than exposure to bitcoin, has generally been more volatile.

 As an example, on May 19, 2021, the return of ether futures was -23.13%, while the return of bitcoin futures was -8.83%, and ether futures represented 32.77% of the market and bitcoin futures represented 67.23% of the market. Therefore, the Fund
would be expected to return -13.52%.

 On June 13, 2022, the return of bitcoin futures was -26.39% and the return of ether futures was -20.09%, and ether futures represented 25.57% of the market and bitcoin futures represented 74.43% of the ma