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Untitled Document
March 25, 2020

Elana Stojic, Attorney Adviser
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. Stojic:

The following is in
response to your comments provided on March 12, 2020, regarding the Registrant’s registration statement
filed on Form N-1A on December 11, 2019 (the “Registration Statement”) and responses to comments
provided by the staff of the SEC filed on February 19, 2020 (“Response(s)”). 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.

1. Comment:  Follow-up to Response 5. The legend in the application
is intended to alert investors of the unique attributes of the fund. We note that the legend is indented
in the Application. Please make the same indentation so that it is offset from the rest of the text.
Please also bold the legend.

Response:  The Registrant will ident
the legend so that is offset from the other text of the summary and statutory prospectuses cover pages.
 The Registrant had bolded the words per the Application, but will make the bolded lettering darker.
An example is included as an exhibit to this letter.

2. Comment:
 Follow-up to Response 8(e). Please clarify in the disclosure that the 80% Portfolio Overlap is as of
the beginning of the day, but might not be the case later in the day depending on the relative price
movements.

Response: The Registrant
will add the following sentence to the “Principal Investment Strategies” section of the statutory
prospectus:

The Portfolio Overlap is the percentage weight overlap between the holdings
of the prior business day’s Proxy Portfolio compared to the holdings of the fund that formed the basis
for that fund’s calculation of NAV at the end of the prior business day. Intraday price movements may
cause the Portfolio Overlap to fluctuate throughout the day.

3. Comment:
Follow-up to Response 8(f). Please use the definition
from the Application or revise the Proxy Portfolio Overlap description to be consistent, i.e., that it’s
the holdings in the prior business’s Proxy Portfolio against the holdings used to calculate the prior
business day’s NAV.

Response:
The Registrant will revise the description of Portfolio Overlap to the following sentence in the “Principal
Investment Strategies” section of the statutory prospectus (also shown as revised in the comment above),
“The Portfolio Overlap
is the percentage weight overlap between the holdings of the prior business day’s Proxy Portfolio compared
to the holdings of the fund that formed the basis for that fund’s calculation of NAV at the end of
the prior business day.”

4. Comment: Follow-up to Response
8(g). Please revise the language in the summary prospectus to account for the fact that the Tracking
Error is over the last three months. Also, please include the definition of Tracking Error in the statutory
prospectus rather than the SAI.

Response: The Registrant will add the following
sentence to the “Principal Investment Strategies” section of the summary prospectus, “Each day, the website will also provide the fund’s Tracking Error,
which means the standard deviation over the past three months of the daily proxy spread (i.e., the difference,
in percentage terms, between the Proxy Portfolio’s per share NAV and that of the Fund at the end of
the trading day).”

The Registrant will revise the description of Tracking Error in the “Principal
Investment Strategies” section of the statutory prospectus to the following: “Tracking
Error is the deviation over the past three months of the daily proxy spread (i.e., the difference, in percentage terms, between the Proxy
Portfolio’s per share NAV and that of the Fund at the end of the trading day).”

5. Comment: Follow-up to Response 8(h). Please replace “the Fund’s
shares may trade at a premium or discount to NAV” with “Although the Proxy Portfolio is intended
to provide investors with enough information to provide for an effective arbitrage mechanism that would
keep the market prices closes to NAV of the fund, there is a risk that the market prices would vary significantly
from the underlying NAV.”

Response: The
Registrant notes that the statutory prospectus, per Response 8(b), includes the sentence underlined below.
The Registrant will include the underlined sentence below under “Exchange-traded fund risks” of the
summary prospectus as well.

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 net asset value (“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.

6. Comment: Follow-up to Response 8(j). Consider changing “…use
the Proxy Portfolio and INAV…” to “…use the Proxy Portfolio and other publicly available information,
including INAV…”

Response:
The Registrant will amend the referenced
disclosure to state, “[a]lthough the fund seeks to benefit
from keeping its portfolio information confidential, other traders may attempt to use the Proxy Portfolio
and
publicly available information, including INAV, to identify the fund’s trading strategy…”

7. Comment: Follow-up to Response 8(m). We note that the Application
recognizes that a halt in a nonpublic security could impact the arbitrage mechanism and requires disclosure
in certain circumstances. We also note that the language we suggested states that the halt may have an
impact, not that it will. The Registrant could acknowledge the unknown nature of this risk given the
novelty of the fund.

Response:
The Registrant will add
the following sentence to the “Exchange-traded fund risks” of the summary prospectus: “Trading
halts may have a greater impact on the Funds, compared to traditional ETFs.”

8. Comment: Follow-up to Response 9. We expect to see this disclosure
in non-transparent ETF registration statements until market experience over time proves otherwise.

Response: The Registrant will amend the “Authorized
Participant risks” as shown below.

Summary section

Authorized
Participant risks  Just
like traditional ETFs, at certain times, the fund’s shares may have a limited number of active
“Authorized Participants,” which are financial institutions that are able to transact daily with
the fund to purchase and redeem a large specified number of shares of the fund. To the extent they cannot
or otherwise are unwilling to engage in creation and redemption transactions, and no other

Authorized Participant steps in, shares of the fund may trade at a significant discount
or premium to NAV and may face trading halts and delisting from the exchange.

Additionally, ETFs that do
not disclose portfolio holdings daily are novel, which may potentially limit the number of entities willing
to act as Authorized Participants during times of market stress. Also, as these are new types of funds,
the funds have not yet proven to have an effective arbitrage mechanism.

Statutory
section

Authorized Participant risks  Just like traditional ETFs, at certain times, the fund’s shares
may have a limited number of active “Authorized Participants,” which are financial institutions that
are able to transact daily with the fund to purchase and redeem a large specified number of shares of
the fund. To the extent they cannot or otherwise are unwilling to engage in creation and redemption transactions,
and no other Authorized Participant steps in, shares of the fund may trade at a significant discount
or premium to NAV and may face trading halts and delisting from the exchange. This risk may be heightened
to the extent that securities held by the fund are traded outside a collateralized settlement system,
which would require the Authorized Participant to post collateral on certain trades on behalf of other
market participants.

Additionally,
ETFs that do not disclose portfolio holdings daily are novel, which may potentially limit the number
of entities willing to act as Authorized Participants during times of market stress. Also, as these are
new types of funds, the funds have not yet proven to have an effective arbitrage mechanism.

Although the prospectus includes significant disclosures about the novelty and uncertainty
of this product, the Registrant will add (as shown above) that the actions of the Authorized Participants
during times of market stress are unknown as well as that the arbitrage mechanism has not yet been proven
effective. We do not have any indication that the funds are subject to unique risks concerning Authorized
Participants. We have not experienced any issues or identified any concerns with Authorized Participants
and Market Makers after significant discussions.
Therefore, we believe no further disclosures are necessary.

9. Comment:
Follow-up to Response 10. Please revise the new disclosure. The formulation of this language seems to
imply that all funds of this nature are semi-transparent, which is not accurate and not consistent.

Response:  We understand
the term “semi-transparent” does not encompass all actively-managed ETFs that do not disclose portfolio
holdings daily. Thus, the Registrant will not use any term in the prospectus or SAI. Rather, the Registrant
will state “actively-managed ETF that does not disclose portfolio holdings daily.”

10. Comment: Follow-up to Response 14. Revise the new disclosure
to replace “semi-transparent with “the fund.”

Response:  The Registrant will replace “semi-transparent” with “this
fund” in describing permitted futures investments.

11. Comment: Follow-up to Response 16. Please add “government”
before “money market funds.”

Response:
The Registrant will revise the portion of the sentence referenced under “Reserve Position”
in both the prospectus and SAI to the following, “A certain portion of the fund’s assets may be held
in reserves. The fund’s reserve positions will  primarily consist of: (1) shares of a government money market fund…”

12. Comment: Follow-up to Response 18. Please change “closing
price” to  “official closing price.”

Response:
The Registrant will define Closing Price earlier in the same paragraph of the prospectus section,
“Pricing of Individual Fund Shares,” as follows, “The “Closing Price” of shares is the official closing price
of shares on the fund’s listing exchange.”

13. Comment: Follow-up to Response 20.
In the disclosure, please remove “such as.” This gives the implication that the fund can invest in
mutual funds in addition to government money market funds. Please revise throughout. Please supplementally
confirm that the fund will only invest in government money market mutual per its relief.

Response:  In the prospectus
section, “Pricing of Individual Fund Shares,” the fund will state, “[i]nvestments in government
money market mutual funds are valued at the closing NAV per share of the mutual fund on the day of valuation.”
There are no other similar references to investments in mutual funds in the prospectus. The fund will
only invest in government money market mutual funds.

14. Comment:
Follow-up to Response 25.  Given that the funds
cannot invest in fixed income securities, please supplementally explain why it is necessary to explain
brokerage practices for fixed income securities.

Response: The funds may invest in repurchase agreements, which the Registrant
considers fixed income securities with brokerage practices as described. To clarify, the Registrant will
amend the “Fixed Income Securities” paragraph of the “Broker-Dealer Selection” section of the
SAI as follows: “The
fund may invest in repurchase agreements, which are fixed income securities. In purchasing and
selling fixed income securities, Price Associates ordinarily places transactions with the issuer…”

15. Comment: Follow-up to Response 26(e).
The Application states that the fund will not hold short positions as a general matter. Please explain
how this practice does not amount to holding short positions.

Response: Typically, the funds will close-out or unwind long future positions
with the primary clearing futures commission merchant (“FCM”), which would cash settle the close-out.
However, if it is necessary to use a secondary FCM due to an issue with the primary FCM, we could have
off-setting positions. In an off-setting position, the funds will own or have the right to obtain securities
equivalent in kind and only be selling securities “short” in an equivalent amount to the securities
held long to close out of the futures position.  Unlike a true short sell, the short futures positions
in an offsetting position does not put the fund’s assets at risk and serves to offset the long future
position.

16. Comment:
Follow-up to Response 31. Please explain supplementally how the Application allows for reverse repurchase
agreements in that the Application delineates the investments the fund can make and “reverse repurchase
agreements” are not included. Additionally, we note that the fund defines cash equivalents in the Application
and reverse repurchase agreements were not included.

Response: Reverse repurchase agreements are part of the permitted investments
under the Application. We agree that repurchase agreements are permitted under the definition of cash
equivalents. The funds describe repurchase agreements in detail in the SAI and the two ways in which
they can be used. The funds further describe that if a fund is the seller of, rather than the investor
in, securities in a repurchase agreement, then it could be considered a borrowing. Borrowings are also
permitted under the Application for non-investment purposes, such as to provide liquidity if needed.

The Registrant further notes that the disclosure states, “Although the funds have
no current intention of engaging in reverse repurchase agreements, they reserve the right to do so. The
funds may enter into reverse repurchase agreements for non-investment purposes, such as emergency requirements
for cash.”  In other words, reverse repurchase agreements would be used to enhance liquidity.

17. Comment: Follow-up to Response 32.
Please add explicit language addressing the fund’s obligation regarding Reg FD where appropriate.

Response: The Registrant will
add the following sentence to the “Portfolio Holdings Policies” section of the SAI: “Additionally, each fund and
each person acting on behalf of such fund will comply with and agree to be subject to the requirements
of Regulation Fair Disclosure as if it applied to them.”

18. Comment: Follow-up to Response 34.
 In the revised language, replace the word “including” with “government” to make it clear the
fund can invest exclusively in government money market mutual funds.

Response: The Registrant will revise the sentence
referenced in the “Pricing of Securities” section of the SAI to the following: “[i]nvestments in
government money
market funds are valued at the mutual fund’s closing NAV per share on the day of valuation.”

19. Comment: Follow-up to Response 36.
 With respect to the lack of a warranty, please the revise the language to add an acknowledgment of T.
Rowe Price’s role in INAV oversight pursuant to the oversight process discussion in the Application.
 In addition, please explain how there could be a variation in trading hours when the foreign investments
trade synchro