April 2, 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 2 to
           Draft Registration Statement on Form 10-12G
           Submitted February 25, 2019
           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
February 11, 2019 letter.

Amendment 2 to Form 10, filed February 25, 2019

Principal Market and Fair Value Determination, page F-8

1.     We have reviewed your response to comment 3. Your description that the
Authorized
       Participant primarily transacts with other OTC trading desks appears to
indicate that that
       market is the market in which the reporting entity would normally enter
into a transaction,
       as that phrase is used in ASC 820-10-35-5A. Please tell us if our
understanding is
       correct. If our understanding is correct, we observe that ASC
820-10-35-5A presumes
       that the market in which the reporting entity would normally enter into
at a transaction is
       the reporting entity's principal market, absent contrary evidence. If
applicable, please
 Barry E. Silbert
FirstNameBitcoin Trust (BTC)Silbert
Grayscale LastNameBarry E.
Comapany NameGrayscale Bitcoin Trust (BTC)
April 2, 2019
April 2 2019 Page 2
Page 2,
FirstName LastName
         provide us with the contrary evidence on which you relied to overcome
the presumption in
         ASC 820-10-35-5A.
Incidental Rights and IR Virtual Currency, page F-9

2.       We note your response to comment 4. Your response appears to indicate
that you
         recognize digital assets resulting from forks and airdrops if and when
you create software
         necessary to access the digital asset. Because this is not clear from
your use of the term
         "passively received," please revise your disclosure to be more clear
and precise.
         Separately, it is unclear to us why the discretionary decision by the
Company to create
         software necessary to access a digital asset dictates when an asset
has been received.
         Please reconcile your policy to the definition of an asset.
3.       In order to help us evaluate your response to comment 4, please tell
us whether you
         concur that the Trust must have access to the principal market at the
measurement date. If
         you do not believe that the Trust must have access to the principal
market, please provide
         your basis in the accounting literature. To the extent you do concur,
please address the
         following:

             Please tell us how your accounting policy is consistent with the
requirement that the
             Trust have access to the principal market at the measurement date.

             Please tell us whether the Authorized Participant has access to
markets that the Trust
             would not have by virtue of being a New York registered entity. To
the extent that it
             does, please tell us how you consider this point in your
determination of principal
             market.

             Please highlight for us where ASC 820-10-35-6A indicates that the
identification of a
             principal market for a nonmonetary asset is not limited to those
markets in which an
             entity would actually sell the nonmonetary asset.
4.       In order to evaluate your response, please more clearly describe the
unique attribute(s)
         (e.g. private key) that in a fork or airdrop provides an asset to each
individual Bitcoin
         holder, including whether it prevents that asset from being accessed
or otherwise
         controlled by another Bitcoin holder, and how the abandonment steps
you take result in
         the loss of control of such assets notwithstanding the unique
attribute(s).
Investment Transactions and Revenue Recognition, page F-9

5.       We note your response to comment 2. We further note Bitcoin is not a
debt or equity
         security and that ASC 946-10-15-1 indicates that entities within the
scope of ASC 946
         shall comply with the applicable guidance not included in ASC 946. As
such, please
         reconsider your analysis and tell us the consideration you gave to
applying ASC 610-20-
         32-2.
 Barry E. Silbert
Grayscale Bitcoin Trust (BTC)
April 2, 2019
Page 3
General

6.       We note your response to comment 6 of our letter. Please revise the
Trust Agreement to
         state that, by agreeing to the provision set forth in Section 7.4
thereof, investors will not
         be deemed to have waived the Trusts compliance with the federal
securities laws and the
         rules and regulations thereunder.
7.       You disclose that this provision is intended to apply to claims under
the federal securities
         laws and that shareholders will not be deemed to have waived the
Trust's compliance with
         the federal securities laws. Please provide us with your legal
analysis explaining how
         application of this provision to derivative rights of action under the
federal securities laws
         is consistent with the federal securities laws' anti-waiver
provisions.
8.       We note your response to comment 7 and your revised disclosure on
pages 26 and 84-85.
         Please further revise your disclosure to state clearly that Section
3816(e) of the Delaware
         Statutory Trust Act has not been applied in the context of a claim
arising under the federal
         securities laws or the rules and regulations thereunder. Additionally,
please revise your
         disclosure to discuss any uncertainty regarding the enforceability of
this provision under
         federal or state law.
9.       We note your response to comment 8 and your revised disclosure on
pages 84-85. Please
         further revise your disclosure to clarify what will happen if the
Trust issues additional
         shares during the pendency of the claim, including without limitation
whether and how the
         Trust will notify litigants of such a change.
       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
April 2, 2019 Page 3                                            Commodities
FirstName LastName