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Untitled Document
February 19, 2020

Catherine Whiting, Senior Counsel
U.S.
Securities and Exchange Commission (the “SEC,” or the “Commission”)
Division of Investment
Management
100 F Street, N.E.
Washington, D.C. 20549

Re: T.
Rowe Price Exchange-Traded Funds, Inc. (“Registrant”)
   on
behalf of the following series:

 T.
Rowe Price Blue Chip Growth ETF,

T. Rowe Price Dividend
Growth ETF,

T. Rowe Price Equity Income ETF, and

T. Rowe Price Growth Stock ETF (each a “fund” and together
the “funds”)

    File Nos.
333-235450; 811-23494

Dear Ms. Whiting:

The following is in
response to your comments provided on January 14, 2020, regarding the Registrant’s registration statement
filed on Form N-1A on December 11, 2019 (the “Registration Statement”). Your comments and our responses
are set forth below.  Language underlined in the response denotes additional Registration Statement language.
 With respect to comments that are relevant to all funds, the response is with respect to all funds.

General Comments

1. Comment:
 We note that portions of the filing, including the
Fund’s financial statements are incomplete. We may have additional comments on such portions when you
complete them in a pre-effective amendment, on disclosures made in response to this letter, on information
supplied supplementally, or on exhibits added in any amendments.

Response:  The Registrant has noted that additional
comments may be provided.

2. Comment:
 The staff is aware that T. Rowe Price Associates,
Inc. and T. Rowe Price Equity Series, Inc., filed an application and subsequent amendments seeking exemptive
relief from certain provisions of the 1940 Act (the “Application”). The Commission issued a Notice
for Comment on November 14, 2019 (the “Notice”), and a subsequent order granting certain exemptive
relief on December 10, 2019 (the “Order”). Please tailor the disclosure throughout the registration
statement to conform to the specific exemptive relief granted by the Order, including the relevant representations
and conditions contained in the Application. In addition, please explain if you have submitted, or expect
to submit, any other exemptive application or no-action request in connection with the registration statement.

Response:  The Registrant
will tailor the disclosures to conform to the specific exemptive relief granted by the Order noting that
the disclosures may be updated in the future if additional funds that are not subject to the Order are
included. The Registrant believes that not all representations from the Application are appropriate or
necessary for disclosure in the Registration Statement and we believe that relevant disclosures were
made. Nevertheless, the Registrant has carefully considered the staff’s specific comments and has responded
accordingly, as described below. The Registrant does not expect to submit any other exemptive application
or no-action request to the Division of Investment Management in connection with the registration statement
at this time.

3. Comment:  Please consider noting in the prospectus that the Funds will incur costs
to operate the Proxy Portfolio.

Response:
 Registered investment companies incur various costs, which they generally do not delineate in
prospectuses, other than on an aggregate basis in the fee table and financial highlights. Therefore,
the Registrant respectfully declines to include such disclosure.

4. Comment:  To the extent not specifically noted in comments below, please ensure that the specific
investments of each fund conform to the universe of investments reflected in the Application at p. 7,
the Notice at FN 17, and as noted in the Statement of Additional Information (“SAI”) at p. 22.

Response:  The Registrant
intends to conform to the representations in the Application.

Comments
on Summary Prospectus Disclosures (all Funds)

5. Comment:
 The Application states the Funds will include a Legend
describing how the Funds will operate differently from a traditional ETF. Revise the cover pages to make
the Legend more prominent. For example, consider indenting the Legend in a manner that offsets it from
the rest of the text and using a larger font size. Consider other methods to better highlight the Legend.

Response:  The Registrant
will move the location of the Legend on each fund’s prospectus to be closer to the fund’s name. The
Registrant believes that the Legend otherwise meets the prominence representations specifically stated
on page 18 of the Application.

6. Comment:
 On p. 2, the prospectus provides that “the fund may invest in American Depository Receipts (ADRs)
and common stocks listed on a foreign exchange that trade on such exchange synchronously with the fund’s
shares…” Please make clear here and throughout that all securities also trade synchronously with
the Funds (i.e. its investments are limited to U.S. exchange-traded securities or common stocks listed
on a foreign exchange that trade synchronously with the fund).

Response:  In the same paragraph, the Registrant
will add the following underlined language to the summary and statutory prospectus disclosures, “The
fund generally invests only in exchange-traded securities that trade synchronously with the fund’s shares, exchange-traded
futures, cash, and cash equivalents.”

7. Comment:
 On p. 2, the prospectus provides that “In pursuing its investment objective(s), the fund has the discretion
to deviate from its normal investment criteria.” Please clarify that the fund is limited as to what
it may invest in according to its Application and the Notice.

Response:  The Registrant will add a sentence to
the same paragraph as follows, “In
all circumstances, the fund will limit allowable investments to those described in the Statement of Additional
Information.”

8. Comment:  Under Principal Risks, the first risk is “semi-transparent
exchange-traded fund (“ETF”) risks”:

a. Comment:
The Funds are described as “semi-transparent.” The staff notes that the term “semi-transparent”
is not used in the Seventh Amended Application (or “Application”) and that it specifically seeks
exemption “to register with the SEC an actively managed, non-transparent exchange-traded fund” (p.
35 of the Application) and is also not used in the Commission’s Notice of Application. Instead, the
Notice notes the relief sought “to operate on a non-transparent basis.” (Notice, III. B. 16). Please
revise the prospectus to describe the Funds as “non-transparent.”

Response:  The Registrant respectfully does not agree
that the term, “non-transparent” is required under the exemptive relief or that it appropriately
describes the level of transparency provided on the ETF’s portfolio holdings.  Each fund’s portfolio
holdings are disclosed at least quarterly to the public and more frequently to the Commission, which
is identical to the disclosure regime of mutual funds, and which the Commission has never considered
to be “non-transparent.” Moreover, each fund discloses a Proxy Portfolio daily, which has substantial
overlap with the fund’s portfolio holdings (the percentage of overlap also being disclosed daily).
The funds will be publishing real-time metrics on the fund’s actual portfolio as compared to the last
disclosed holdings which will give market participants insight into the changes in the funds’ actual
portfolio – disclosure that is more detailed and robust than what mutual funds provide today. Additionally,
the only reference to the term in the Application is from the 2013 funds’ Board of Directors resolution
granting authorization to T. Rowe Price to make an application (i.e. page 35 of the Application). The only reference to “non-transparent”
in the Notice is in reference to Precidian ETFs, which operate differently under different exemptive
relief. In our view, neither of these isolated references implies that

the applicants agreed to describe the funds as “non-transparent” nor was that
the intent. We also believe that this comment is inconsistent with our numerous the discussions with
the Commission’s staff, as well as our understanding of the staff’s intent, during the exemptive
relief application process. The staff did not during our discussions request that we refer to the funds
as “non-transparent”.

b. Comment: Please
revise the disclosure to focus on concisely describing the risks specific to the non-transparent structure,
and move the discussion of specific structure to Item 9 (“More Information About the Fund’s Investment
Objective(s), Strategies, and Risks”). Accordingly, the following comments are now addressed to points
raised in the Summary Prospectus, but apply equally in the event disclosure is moved to Item 9. When
these comments ask for disclosure in the Summary Prospectus, that disclosure should be concise. Additional
detail should be provided in Item 9 disclosure.

Response:
 The Registrant will move the discussion on the structure to Item 9. The following paragraph will
be added to the summary “Principal Investment Strategies.”

The fund is an actively-managed
exchange-traded fund that does not disclose holdings daily, which is referred to as semi-transparent
ETFs. In order to provide market participants with information on the fund’s investments, the fund
will publish a “Proxy Portfolio” on its website daily. A Proxy Portfolio is a basket of securities
that is designed to closely track the daily performance of the fund’s portfolio holdings. While the
Proxy Portfolio includes some of the fund’s holdings, it is not the fund’s actual portfolio.  The
Proxy Portfolio could be a broad-based securities index or the fund’s recently disclosed portfolio
holdings. The Proxy Portfolio will be determined such that at least 80% of its total assets will overlap
with the portfolio weightings of the fund (Portfolio Overlap). The fund’s Portfolio Overlap is available
on the fund’s website daily.

Please see the revised summary prospectus risk below.

Semi-transparent exchange-traded
fund (“ETF”) risks The fund does not disclose portfolio holdings daily. The fund uses a Proxy
Portfolio, which is a basket of securities that is designed to closely track the daily performance of
the fund’s portfolio holdings. There is a risk (which may increase during periods of market disruption
or volatility) that market prices will vary significantly from the underlying net asset value (“NAV”)
per share of the fund. These price differences may be greater for this fund compared to traditional ETFs
because it provides less portfolio holdings information to traders. Because the fund uses a Proxy Portfolio,
there is a risk that the fund’s shares may trade at a wider bid/ask spread than shares of ETFs that
publish their portfolios on a daily basis. This risk is heightened during periods of market disruption
and volatility, and, therefore, may cost you more to trade. Although the fund seeks to benefit from keeping
its portfolio information confidential, other traders may attempt to use the Proxy Portfolio and INAV
to identify the fund’s trading strategy, which, if successful, could result in such traders engaging
in certain predatory trading practices that may have the potential to harm the fund and its shareholders.
Because the fund’s shares are traded in the secondary market, a broker may charge a commission to execute
a transaction in shares, and you may incur the cost of the spread between the price at which a dealer
will buy shares and the somewhat higher price at which a dealer will sell shares. It is possible that
an active trading market for the shares will not be maintained, or that trading in the shares will be
halted for reasons such as market-wide trading halts or the shares no longer meeting the listing requirements
of the exchange.

The following paragraphs will be added to the “Principal
Investment Strategies” section of the statutory prospectus.

The fund does not disclose
holdings daily, unlike traditional ETF. The fund invests in exchange-traded securities that trade synchronously
with the fund’s shares, exchange-traded futures, cash, and cash equivalents. Daily disclosure of portfolio
holdings allows other traders to predict or copy the fund’s investment strategy, which in turn can
hurt the fund’s performance. Therefore, the fund discloses portfolio holdings on a quarterly basis,
similar to mutual funds. In order to provide market participants with information on the fund’s investments,
the fund will publish a “Proxy Portfolio” on its website daily.

A Proxy
Portfolio is a basket of securities that is designed to closely track the daily performance of the fund’s
portfolio holdings. While the Proxy Portfolio includes some of the fund’s holdings, it is not the fund’s
actual portfolio.  The Proxy Portfolio could be a broad-based securities index or the fund’s recently
disclosed portfolio holdings. The Proxy Portfolio will be determined such that at least 80% of its total
assets will overlap with the

portfolio weightings of the fund. The Proxy Portfolio can change at any time, but
is generally expected to change quarterly.  To the extent the adviser determines that a security held
in the fund’s portfolio but not in the Proxy Portfolio does not have readily available market quotations
and such circumstance may affect the reliability of the Proxy Portfolio as an arbitrage vehicle, that
information, along with the identity and weighting of that security in the fund’s portfolio, will be
publicly disclosed on the fund’s website.

The fund will also provide several portfolio
statistics, including “Portfolio Overlap,” which indicates how much of the fund’s portfolio securities
overlap with the fund’s Proxy Portfolio as of the end of the prior business day.  The Proxy Portfolio
and Portfolio Overlap are available on the fund’s website on a daily basis, along with the fund’s
(a) “Daily Deviation,” which shows the difference in performance between the net asset value (“NAV”)
of the fund and the NAV of the Proxy Portfolio; (b) “Tracking Error,” which shows the percentage
difference between the fund’s per share NAV and the Proxy Portfolio’s per share NAV over time; and
(c) “Empirical Percentiles,” which show frequency and magnitude of performance differences between
the fund and the Proxy Portfolio over time. The Proxy Portfolio and these other metrics described are
intended to provide investors and traders with enough information to allow for an effective arbitrage
mechanism, which keeps the market price of the fund’s shares at or close to the underlying NAV per
share of the fund.  The exchange will disseminate an intraday net asset value (“INAV”) of the fund,
which is based on the fund’s portfolio holdings, every fifteen seconds during the regular trading day.
Additional information about the INAV, including the methodology for calculation and risks are available
in the fund’s SAI.

The following paragraphs will be added to the “Principal
Risks” section of the statutory prospectus.

The fund is a semi-transparent ETF that
does not disclose portfolio holdings daily. The fund uses a Proxy Portfolio, which is a basket of securities
that is designed to closely track the daily performance of the fund’s portfolio holdings. Although
the Proxy Portfolio is intended to provide investors with enough information to allow for an effective
arbitrage mechanism that will keep the market price of the fund at or close to the underlying NAV per
share of the fund, there is a risk (which may increase during periods of market disruption or volatility)
that market prices will vary significantly from the underlying NAV per share of the fund. These price
differences may be greater for this fund compared to traditional ETFs because it provides less portfolio
holdings information to traders. Because the fund uses a Proxy Portfolio, there is a risk that the fund’s
shares may trade at a wider bid/ask spread than shares of ETFs that publish their portfolios on a daily
basis. This risk is heightened during periods of market