February 11, 2019

Barry E. Silbert
Chief Executive Officer
Grayscale Bitcoin Trust (BTC)
250 Park Avenue South
New York, New York 10003

       Re: Grayscale Bitcoin Trust (BTC)
           Amendment Number 1 to
           Draft Registration Statement on Form 10-12G
           Submitted December 6, 2018
           CIK No. 0001588489

Dear Mr. Silbert:

      We have reviewed your amended draft registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.

       Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.

      After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, our references to prior comments are to
comments in our
November 20, 2018 letter.

Amendment Number 1 to Form 10, Filed December 6, 2018

Exhibit 99.1
Principal Shareholders, page 75

1.     We note your disclosure in response to comment 7. Please revise to
identify the natural
       persons with voting and dispositive power over the shares held by
Digital Currency
       Group, Inc.
Investment Transactions and Revenue Recognition, page F-7

2.     Please tell us how you determined it was appropriate to use an average
cost method to
 Barry E. Silbert
FirstNameBitcoin Trust (BTC)Silbert
Grayscale LastNameBarry E.
Comapany NameGrayscale Bitcoin Trust (BTC)
February 11, 2019
February 11, 2019 Page 2
Page 2
FirstName LastName
         calculate realized gains and losses on your investments and cite any
relevant accounting
         literature.
Fair Value of Bitcoin, page F-8

3.       Please tell us whether the exchange you identified as your principal
market is the market
         that you or your Authorized Participants would normally enter into a
transaction to sell
         bitcoin. In addition, please clarify whether you or your Authorized
Participants have
         historically purchased bitcoin from the exchange that you identified
as your principal
         market. To the extent the exchange you have identified as your
principal market is not the
         market where you or your Authorized Participants expect to transact,
please tell us how
         you have overcome the presumption in ASC Topic 820-10-35-5A.
IR Virtual Currency and Incidental Rights, page F-25

4.       We note your response to comment 21 and your revised disclosure.
Please address the
         following with respect to your policy for IR Virtual Currency and
Incidental Rights
         Distributions and expand your disclosure where appropriate:

             Clarify what your reference to "passively received" means. As
previously requested,
             provide an analysis of the applicable accounting literature,
including the definition of
             an asset, that provides the basis in GAAP for why you have
concluded this is the
             appropriate point in time to recognize airdrops and forks.

             Please reconcile your principal market determination, which
specifically contemplates
             the absence of a Bitlicense and inaccessible markets, with ASC
820-10-35-6A. We
             note your disclosure on page F-9 that the Trust or an Authorized
Participant can only
             do business with those Bitcoin exchanges that meet the regulatory
requirements of the
             jurisdiction in which the Trust or an Authorized Participant is
registered to do
             business. Please clarify whether the principal market you identify
from the process
             described in response 21 and disclosed on page F-10 is the
exchange that you and/or
             your Authorized Participant would normally enter into a
transaction to sell Trust assets
             obtained through airdrops and forks. Reference is made to ASC
Topic 820-10-35-5A.

             We note your response to comment 24. Please explain to us how you
determined your
             abandonment process meets the criteria for derecongition of an
asset. Cite any
             relevant accounting literature you considered in arriving at your
conclusion. In your
             response, please clarify whether at any point in the future, you
or any other party could
             have the ability to control these assets under any circumstances.
Bitcoin Diamond and Bytether Tokens, page F-34

5.       Please tell us whether you recognized Bitcoin Diamond and Bytether
Tokens prior to
         abandoning them. Provide supporting analysis of applicable
authoritative accounting
 Barry E. Silbert
Grayscale Bitcoin Trust (BTC)
February 11, 2019
Page 3
         literature.
General

6.       We note your response to comment 8. Please further revise your risk
factor disclosure to
         state that, by agreeing to the provision, investors will not be deemed
to have waived the
         Trust's compliance with the federal securities laws and the rules and
regulations
         thereunder. Please note that we are still evaluating your response to
comment 8 and may
         have further comments.
7.       We note your statement that "the Sponsor respectfully advises the
Staff that it is not aware
         of a reason to believe that Section 7.4 is not enforceable under
federal or state law."
         Please discuss whether Section 3816(e) of the Delaware Statutory Trust
Act has been
         applied in the context of a claim arising under the federal securities
laws or the rules and
         regulations thereunder, and revise your disclosure accordingly.
8.       Please revise your disclosure to provide further details regarding the
operation of the
         requirement that two or more non-affiliated shareholders collectively
holding at least
         10.0% of the outstanding shares join together in bringing a derivative
action. For
         example, please include the definition of "affiliate," as such term is
used in the Trust
         Agreement, in your disclosure. Please also disclose how shareholders
will be able to
         determine whether the 10.0% ownership threshold required to bring a
derivative action
         has been met and how 10% is to be calculated, including whether this
percentage includes
         shares held indirectly through convertible or exercisable securities.
We also note that
         shareholders must maintain at least a 10.0% ownership threshold
throughout the duration
         of a derivative claim. How will shareholders be able to maintain this
percentage if the
         Trust issues additional shares during the pendency of the claim? Will
shareholders have
         an opportunity to increase their holdings or locate other shareholders
to maintain at least
         10.0% ownership? In addition, please disclose the Trust's rationale
for choosing the
         10.0% ownership threshold amount.
       You may contact Eric McPhee, Senior Staff Accountant, at (202) 551-3693
or Robert
Telewicz, Accounting Branch Chief, at (202) 551-3438 if you have questions
regarding
comments on the financial statements and related matters. Please contact Sara
von Althann, Staff
Attorney, at (202) 551-3207 or Sonia Gupta Barros, Assistant Director, at (202)
551-3655 with
any other questions.



                                                               Sincerely,
FirstName LastNameBarry E. Silbert
                                                               Division of
Corporation Finance
Comapany NameGrayscale Bitcoin Trust (BTC)
                                                               Office of Real
Estate and
February 11, 2019 Page 3                                       Commodities
FirstName LastName