May 17, 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 3 to
           Draft Registration Statement on Form 10-12G
           Submitted April 15, 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 not otherwise, our references to prior comments are to
comments in our
April 2, 2019 comment letter.

Amendment Number 2 to Draft Registration Statement on Form 10-12G, filed April
15, 2019

Principal Market and Fair Value Determination, page F-8

1.     Please provide us with the following information in order to assist us
in evaluating your
       principal market determination with respect to Bitcoin, Incidental
Rights and IR Virtual
       Currency.

           Define the specific market in which you transact and identify its
type. In that regard,
           we note that ASC 820-10-20 includes definitions of four types of
markets (e.g.
           brokered, dealer, exchange and principal to principal markets).
 Barry E. Silbert
FirstNameBitcoin Trust (BTC)Silbert
Grayscale LastNameBarry E.
Comapany NameGrayscale Bitcoin Trust (BTC)
May 17, 2019
Page 2
May 17, 2019 Page 2
FirstName LastName
             Identify, based on reasonably available information, to which
specific markets you
             have access, in addition to the markets in which you transact.
             Support your determination that you have overcome the presumption
that the market
             in which you would normally transact is your principal market by
reference to the
             volume and level of activity for each of the accessible markets
you identified.
             Discuss how you gain insight into the volume and level of activity
in non-public
             markets and how you assess the accuracy of self-reported volume on
public
             exchanges.
2.       We were unable to identify your response to the second bullet of prior
comment 3. Tell us
         whether the Authorized Participant has access to markets that the
Trust would not if the
         Trust transacted directly rather than through the Authorized
Participant. For example, if
         the Trust is limited or restricted by law from accessing certain
markets, please tell us if the
         Authorized Participant has those same limitations or restrictions.
Incidental Rights and IR Virtual Currency, page F-9

3.       We note your response to comment 2 and your revised disclosure that
you recognize
         Incidental Rights and IR Virtual Currency at either the effective time
or snapshot time of
         the applicable fork or airdrop or similar event, or if later, the time
at which market
         participants other than the third parties responsible for the creation
of the Incidental Right
         or IR Virtual Currency become aware of occurrence of the applicable
fork, airdrop or
         similar event. Please address the following with respect to this
policy and expand your
         disclosure where appropriate:

             Clarify what is meant by the effective time or snapshot time of
the applicable fork,
             airdrop or similar event. If both phrases mean when the fork or
airdrop occurs,
             consider stating this in place of references to the effective time
or snapshot time.
             Clarify the circumstances in which Incidental Rights or IR Virtual
Currency would not
             be recognized when the applicable fork, airdrop or similar event
occurs. For each such
             circumstance, provide an analysis of the three essential
characteristics of an asset that
             supports your conclusion that an asset does not exist upon
occurrence of the fork or
             airdrop and articulates, based on the circumstance, the operation
of the applicable
             technology, and by reference to the U.S. GAAP characteristics of
an asset, when an
             asset does exist.
             For Incidental Rights or IR Virtual Currency not recognized when
the applicable fork,
             airdrop or similar event occurs, clarify whether under your policy
the market
             participants are specifically identified and, if so, how. Please
also clarify under your
             policy how you determine when market participants become aware of
the occurrence
             of the applicable fork, airdrop or similar event, what you mean by
aware, including
             whether it is an objective or subjective standard, whether it
occurs at a single point in
             time for all market participants and if not, how your policy
applies, and how you have
 Barry E. Silbert
FirstNameBitcoin Trust (BTC)Silbert
Grayscale LastNameBarry E.
Comapany NameGrayscale Bitcoin Trust (BTC)
May 17, 2019
Page 3
May 17, 2019 Page 3
FirstName LastName
             determined that the three essential characteristics of an asset in
U.S. GAAP are first
             met at this time.
             Please tell us whether, and if so how, the distinction being made
between the
             Custodian and the Sponsor and Trust discussed in the third
paragraph of the response
             to comment 2 impacts your recognition policy.


4.       We continue to evaluate your principal market determination and the
requirement in ASC
         820 that a principal market be accessible. We note in step 2 of your
principal market
         determination that you include markets that do not have a BitLicense.
Please tell us
         whether you or the Authorized Participant are able to access such
markets under the laws
         applicable to the Trust and the Authorized Participant. Further, with
respect to step 2 of
         your principal market determination, please tell us how you are able
to access an
         exchange's affiliated trading desk when you represent that you are not
able to access the
         exchange. In your response, please describe the limitations and
restrictions in law that
         preclude you from accessing the exchange, but nonetheless permit you
to access the
         exchange's affiliated trading desk. Please also describe the mechanics
of transacting
         through the exchange's trading desk as opposed to transacting on the
exchange directly
         and identify the type of market this would represent under ASC 820,
e.g., principal to
         principal market or exchange market.
5.       We note your disclosure in step 4 of your principal market
determination describing the
         steps you take in the absence of an observable market that can serve
as the principal
         market for the relevant digital asset. Please clarify if this refers
to circumstances where
         the Trust and Authorized Participant does not have access to any known
or observable
         markets. To the extent it does, please clarify how you use this input
why you believe it is
         appropriate to look to inaccessible markets with observable market
prices, which your
         policy suggests you do without, for example, identifying potential
market participants as
         contemplated in ASC 820-10-35-6c and 820-10-35-9 and adjusting this
input for any
         differences in the characteristic of the asset being measured and the
price observed within
         the inaccessible market, and the specific authoritative literature you
are relying on to
         support this policy.
6.       We note from your previous responses and disclosure that you abandon
Incidental Rights
         and IR Virtual Currency through notice provided to the Custodian.
Please describe your
         abandonment process more fully and in the context of the underlying
technology and the
         U.S. GAAP definition of an asset. Please also identify the U.S. GAAP
derecognition
         guidance you are following and provide supporting analysis
demonstrating how your
         abandonment process meets the derecognition requirements.


7.       We note your response to comment 5, and based on your analysis, we do
not believe that
         your investments in Bitcoin meet the definition of a financial asset.
We further note
         Bitcoin is not a debt or equity security and that ASC 946-10-15-1
indicates that entities
 Barry E. Silbert
Grayscale Bitcoin Trust (BTC)
May 17, 2019
Page 4
         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.
        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
May 17, 2019 Page 4                                          Commodities
FirstName LastName