COVER 5 filename5.txt MAYER --------- BROWN --------- ROWE --------- & MAW November 21, 2003 1675 Broadway New York, New York 10019-5820 Via edgar --------- Main Tel (212) 506-2500 Main Fax (212) 262-1910 www.mayerbrownrowe.com Securities and Exchange Commission 450 Fifth Street, N.W. STUART M. STRAUSS Washington, D.C. 20549 Direct Tel (212) 506-2695 Direct Fax (212) 849-5695 sstrauss@mayerbrownrowe.com Re: PowerShares Exchange-Traded Fund Trust File Nos. 333-102228, 811-21265 Dear Ladies and Gentlemen: On behalf of PowerShares Exchange-Traded Fund Trust ("Registrant"), we hereby transmit for filing under the Securities Act of 1933, as amended (the "Securities Act"), and the Investment Company Act of 1940, as amended, post-effective amendment No. 1 (the "Amendment") to the Registrant's registration statement on Form N-1A. We are filing this Amendment pursuant to Rule 485(a)(2) under the Securities Act. The Amendment relates to the addition of seven (7) new portfolios of the Registrant. Various exhibits to the registration statement will be filed by amendment. However, the consent of the accountants is filed herewith. Should members of the staff have any questions or comments regarding these materials, they should call the undersigned at (212) 506-2695. Very truly yours, /s/ Stuart M. Strauss Stuart M. Strauss