Stuart M. Strauss
                                               Partner

                                               DIRECT TEL  +1 212 878 4931
                                               DIRECT FAX  +1 212 878 8375
                                               stuart.strauss@cliffordchance.com




September 12, 2005

Mr. Christian T. Sandoe
Securities and Exchange Commission
Division of Investment Management
450 Fifth Street, N.W.
Washington, D.C.  20549

Re:      PowerShares Exchange-Traded Fund Trust
         (File Nos. 333-102228 and 811-21265)

Dear Mr. Sandoe:

Thank you for your telephonic  comments regarding the registration  statement on
Form  N-1A  (the   "Registration   Statement")  for  the  PowerShares   Dividend
Achievers(TM)  Portfolio,  PowerShares  High Growth Rate Dividend  Achievers(TM)
Portfolio  and  PowerShares   International  Dividend  Achievers(TM)   Portfolio
(together,  the  "Funds"),  three  separate  exchange-traded  index funds of the
PowerShares  Exchange-Traded Fund Trust (the "Trust"), filed with the Securities
and Exchange  Commission (the  "Commission") on June 9, 2005. Below, we describe
the  changes  we have made to the  Registration  Statement  in  response  to the
staff's comments and provide the information you requested.

The Trust has  considered  your  comments and has  authorized  us to make on its
behalf the responses  and changes  discussed  below to the Trust's  Registration
Statement. These changes will be reflected in Post-Effective Amendment No. 45 to
the Trust's Registration Statement, which will be filed on EDGAR.

                                   Prospectus

PowerShares Dividend  Achievers(TM)  Portfolio,  page 5; PowerShares High Growth
Rate  Dividend  Achievers(TM)  Portfolio,  page  11;  PowerShares  International
Dividend Achievers(TM) Portfolio, page 18

     Comment  1.  Please  clarify  the 80%  policy  of  each  Fund so that it is
     consistent with each Fund's 90% policy.

          Response 1: We have revised the disclosure accordingly.

PowerShares Dividend Achievers(TM) Portfolio, page 5

     Comment 2. Please revise the statement under "Mergent Index Methodology" to
     state that a company must have raised its annual  regular cash dividend for
     at least  each of the last 10  consecutive  fiscal  years as  stated  under
     "Principal Investment Strategies" above to be eligible for inclusion in the
     Index.

          Response 2: We have revised the disclosure accordingly.

PowerShares Dividend  Achievers(TM)  Portfolio,  page 5; PowerShares High Growth
Rate  Dividend  Achievers(TM)  Portfolio,  page  11;  PowerShares  International
Dividend Achievers(TM) Portfolio, page 18

     Comment 3. If the Funds will  invest  primarily  in small and  medium-sized
     companies, please indicate as such in the summary.

          Response 3: We have revised the disclosure accordingly.

PowerShares Dividend Achievers(TM) Portfolio--Index Rebalancing, page 6

     Comment 4. Please note when the Fund will be rebalanced.

          Response 4: We have included the requested disclosure.

PowerShares  Dividend  Achievers(TM)  Portfolio--Fee  Table, page 7; PowerShares
High  Growth  Rate  Dividend   Achievers(TM)   Portfolio--Fee  Table,  page  13;
PowerShares International Dividend Achievers(TM) Portfolio--Fee Table, page 20

     Comment 5. Please revise the  disclosure to note that the expenses borne by
     the Adviser are subject to reimbursement by the Fund up to three years from
     the date that the fee or expense was incurred or, alternatively,  provide a
     FAS 5 analysis, specifically noting the facts and circumstances relating to
     the five year expense reimbursement.

          Response 5: The  disclosure has been revised to note that the expenses
          borne by the Adviser are  subject to  reimbursement  by the Fund up to
          three years from the date that the fee or expense was incurred.

Management of the Funds, page 26

     Comment 6.  Please  note how long Mr.  Southard  has been with each Fund in
     addition  to the  disclosure  that  states  how long he has  been  with the
     Adviser.

          Response 6: We have included the requested disclosure.

     Comment 7. Please include disclosure in the prospectus that states that the
     discussion  of  the  approval  of  the  investment  advisory  agreement  is
     available in the Trust's Semi-Annual or Annual Report.

          Response 7:  Because the Funds are new  portfolios  of the Trust,  the
          discussion of the approval of the  investment  advisory  agreement has
          not  been  included  in the  Trust's  Semi-Annual  or  Annual  Report.
          Therefore,  at  this  time  the  discussion  of  the  approval  of the
          investment  advisory  agreement will be appropriately  included in the
          Funds' Statement of Additional Information.

Net Asset Value, page 32

     Comment 8. Please include a discussion of the specific  circumstances under
     which price quotations would not be readily available.

          Response 8: We have included the requested disclosure.

                       Statement of Additional Information

Management, page 11

     Comment 9. Please list the term of office of each of the Trustees.

          Response 9: We have included the requested disclosure.

Management, page 13

     Comment 10. Please  include the dollar range of equity  securities  held by
     each  Trustee  in each of the Funds,  in  addition  to the dollar  range of
     equity securities held by each Trustee in the Trust.

          Response 10: We have included the requested disclosure.

Portfolio Manager, page 15

     Comment 11. Please confirm that the portfolio manager  disclosure  included
     in the Statement of Additional  Information  complies with the requirements
     of Item 15(b) of Form N-1A.

          Response 11: We believe that the current portfolio manager  disclosure
          included in the Funds'  Statement of Additional  Information  complies
          with the requirements of Item 15(b) of Form N-1A.

Portfolio Holdings Policy, page 22

     Comment 12. Identify each entity with which the Trust has an ongoing policy
     to disclose portfolio holdings;  who authorizes the disclosure of portfolio
     holdings;  who is  responsible  for the  oversight  and  monitoring  of the
     disclosure; who ensures that third parties comply with existing agreements;
     and note that  this  disclosure  is in the best  interests  of the  Trust's
     shareholders.

          Response 12: The current  disclosure states that each Fund's portfolio
          holdings are publicly  disseminated each day that the Fund is open for
          business.  Therefore,  we respectfully  acknowledge your comment,  but
          believe that the current disclosure is appropriate.

                                      * * *

In addition, we are authorized by our client to acknowledge the following on its
behalf:

o    the action of the  Commission  or the staff in declaring  the  Registration
     Statement  effective  does not  foreclose  the  Commission  from taking any
     action with respect to the Registration Statement;

o    the action of the  Commission  or the staff in declaring  the  Registration
     Statement effective does not relieve the Trust from its full responsibility
     for  the  accuracy  and  adequacy  of the  disclosure  in the  Registration
     Statement; and

o    the Trust may not  assert  the  action  of the  Commission  or the staff in
     declaring  the  Registration  Statement  effective  as  a  defense  in  any
     proceeding  initiated  by the  Commission  or any person  under the federal
     securities laws of the United States.

If you would like to discuss any of these  responses in further detail or if you
have any questions,  please feel free to contact me at (212) 878-4931 or Allison
M. Harlow at (212) 878-4988. Thank you.


Sincerely yours,

/s/ Stuart M. Strauss

Stuart M. Strauss