The By-Laws

                                       OF

                     POWERSHARES EXCHANGE-TRADED FUND TRUST



                                   ARTICLE I

                                   Definitions



         All words and terms capitalized in these By-Laws shall have the meaning

or meanings set forth for such words or terms in the Amended and Restated

Declaration of Trust of the POWERSHARES EXCHANGE-TRADED FUND TRUST, dated April

7, 2003, and as may be amended from time to time.



                                   ARTICLE II

                                     Offices



     Section 2.1. Principal Office. Until changed by the Trustees, the principal

office of the trust shall be located in Wheaton, Illinois.



     Section 2.2. Other Offices. In addition to its principal office, the Trust

may have an office or offices at such other places within and without the

Commonwealth of Massachusetts as the Trustees may from time to time designate or

the business of the Trust may require.



                                  ARTICLE III

                             Shareholders' Meetings



     Section 3.1. Place of Meetings. Meetings of Shareholders shall be held at

such place, within or without the Commonwealth of Massachusetts, as may be

designated from time to time by the Trustees.



     Section 3.2. Meetings. Meetings of Shareholders of the Trust shall be held

whenever called by the Trustees or the President of the Trust and whenever

election of a Trustee or Trustees by Shareholders is required by the provisions

of Section 16(a) of the 1940 Act, for that purpose. Meetings of Shareholders

shall also be called by the Secretary upon the written request of the holders of

Shares entitled to vote not less than twenty-five percent (25%) of all the votes

entitled to be cast at such meeting except to the extent otherwise required by

Section 16(c) of the 1940 Act, as is made applicable to the Trust by the

provisions of Section 2.3 of the Declaration. Such request shall state the

purpose or purposes of such meeting and the matters proposed to be acted on

thereat. The Secretary shall inform such Shareholders of the reasonable

estimated cost of preparing and mailing such notice of the meeting, and upon

payment to the Trust of such costs, the Secretary shall give notice stating the

purpose or purposes of the meeting to all entitled to vote at such meeting. No

meeting need be called upon the request of the holders of Shares entitled to

cast less than a majority of all votes entitled to be cast at such meeting, to

consider any matter which is substantially the same as a matter voted upon at

any meeting of Shareholders held during the preceding twelve months.



     Section 3.3. Notice of Meetings. Written or printed notice of each

Shareholders' meeting stating the place, date, and purpose or purposes thereof,

shall be given by the Secretary not less than ten (10) nor more than ninety (90)

days before such meeting to each Shareholder







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entitled to vote at such meeting. Such notice shall be deemed to be given when

deposited in the United States mail, postage prepaid, directed to the

Shareholder at his address as it appears on the records of the Trust.



     Section 3.4. Quorum and Adjournment of Meetings. Except as otherwise

provided by law, by the Declaration or by these By-Laws, at all meetings of

Shareholders, the holders of a majority of the Shares issued and outstanding and

entitled to vote thereat, present in person or represented by proxy, shall be

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