United States securities and exchange commission logo





                               September 14, 2023

       Michael Sonnenshein
       Chief Executive Officer
       Grayscale Investments, LLC
       290 Harbor Drive, 4th Floor
       Stamford, Connecticut 06902

                                                        Re: Grayscale Bitcoin
Trust (BTC)
                                                            Form 10-K for the
Fiscal Year Ended December 31, 2022
                                                            Filed March 1, 2023
                                                            File No. 000-56121

       Dear Michael Sonnenshein:

              We have reviewed your filing 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 these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 10-K for the Fiscal Year Ended December 31, 2022

       Item 1. Business, page 1

   1.                                                   If material to an
understanding of your business, describe in future filings any direct or
                                                        indirect exposures to
other counterparties, custodians, or other participants in crypto asset
                                                        markets known to:
                                                            Have filed for
bankruptcy, been decreed insolvent or bankrupt, made any assignment
                                                             for the benefit of
creditors, or have had a receiver appointed for them.
                                                            Have experienced
excessive redemptions or suspended redemptions or withdrawals
                                                             of crypto assets.
                                                            Have the crypto
assets of their customers unaccounted for.
                                                            Have experienced
material corporate compliance failures.
 Michael Sonnenshein
FirstName  LastNameMichael
Grayscale Investments, LLC Sonnenshein
Comapany 14,
September  NameGrayscale
               2023        Investments, LLC
September
Page 2     14, 2023 Page 2
FirstName LastName
Overview of the Bitcoin Industry and Market
Creation of New Bitcoin, page 8

2.       We note your disclosure that the "Bitcoin Network is designed in such
a way that the
         reward for adding new blocks to the Blockchain decreases over time.
Once new Bitcoin
         tokens are no longer awarded for adding a new block, miners will only
have transaction
         fees to incentivize them, and as a result, it is expected that miners
will need to be better
         compensated with higher transaction fees to ensure that there is
adequate incentive for
         them to continue mining." Please revise future filings to discuss the
potential impact on
         your business if such fees are not sufficiently high to incentivize
miners to continue
         mining and include a cross-reference to your related risk factor
disclosure on pages 48
         49.
Item 1.A. Risk Factors, page 44

3.       We note that Digital Currency Group, Inc., the parent company of the
Sponsor, is
         currently party to various litigation claims and legal proceedings and
experiencing
         financial difficulties, as indicated by recent news reports. To the
extent material, please
         include risk factor disclosure in future filings describing the
current and potential impacts
         therefrom on your business, including how such difficulties or any
unfavorable outcomes
         in these claims and proceedings could negatively impact the Sponsor's
ability to continue
         managing the Trust or conduct its business.
4.       To the extent material, discuss in future filings any reputational
harm you may face in
         light of the recent disruption in the crypto asset markets. For
example, discuss how
         market conditions have affected how your business is perceived by
counterparties and
         regulators, and whether there is a material impact on your operations
or financial
         condition.
5.       Describe in future filings any material risks to your business from
the possibility of
         regulatory developments related to crypto assets and crypto asset
markets. Identify
         material pending crypto legislation or regulation and describe any
material effects it may
         have on your business, financial condition, and results of operations.
6.       Describe in future filings any material risks you face related to the
assertion of jurisdiction
         by U.S. and foreign regulators and other government entities over
crypto assets and crypto
         asset markets.
7.       Describe any material risks to your business and financial condition
if the policies and
         procedures of the Custodian, Sponsor, or Trust surrounding the
safeguarding of crypto
         assets, conflicts of interest, and/or comingling of assets, as
applicable, are not effective.
8.       To the extent material, describe in future filings any gaps the
Sponsor's board or
         management have identified with respect to risk management processes
and policies in
         light of current crypto asset market conditions as well as any changes
they have made to
         address those gaps.
 Michael Sonnenshein
Grayscale Investments, LLC
September 14, 2023
Page 3
9.       To the extent material, describe in future filings any of the
following risks due to
         disruptions in the crypto asset markets:
             Risk from depreciation in your share price.
             Risk of loss of demand for your products and services.
             Risk of increased losses or impairments in your investments or
other assets.
             Risks of legal proceedings and government investigations, pending
or known to be
              threatened, in the United States or in other jurisdictions
against you or your affiliates.
             Risks from price declines or price volatility of crypto assets.

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       You may contact Mark Brunhofer at (202) 551-3638 or David Irving at
(202) 551-3321 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Eric Envall at (202) 551-3234 or David Lin at (202) 551-3552 with any
other questions.



FirstName LastNameMichael Sonnenshein                            Sincerely,
Comapany NameGrayscale Investments, LLC
                                                                 Division of
Corporation Finance
September 14, 2023 Page 3                                        Office of
Crypto Assets
FirstName LastName