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                              May 1, 2024

       Michael Sonnenshein
       Chief Executive Officer
       Grayscale Bitcoin Trust (BTC)
       290 Harbor Drive, 4th Floor
       Stamford, Connecticut 06902

                                                        Re: Grayscale Bitcoin
Trust (BTC)
                                                            Revised Preliminary
Information Statement on Schedule 14C
                                                            Filed April 12,
2024
                                                            File No. 001-41906

       Dear Michael Sonnenshein:

            We have reviewed your filing and response to our comment letter and
have the following
       comments.

              Please respond to this letter 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 a
       comment applies to your facts and circumstances, please tell us why in
your response.

              After reviewing your response to this letter, we may have
additional comments. Unless
       we note otherwise, any reference to prior comments are to comments in
our April 5, 2024 letter.

       Revised Preliminary Information Statement on Schedule 14C

       Trading Between the Record Date and the Distribution Date, page 19

   1.                                                   Please provide us with
a comparison of how the trading of GBTC and BTC Shares
                                                        between the Record Date
and the Distribution Date would compare with a typical
                                                        corporate spin-off
transaction. In particular, please explain why there will be no regular-
                                                        way market for GBTC
Shares or when-issued market for BTC Shares. Please also discuss
                                                        how this impacts your
no sale analysis under Section 2(a)(3) of the Securities Act.
       Creations and Redemptions Between the Record Date and the Distribution
Date, page 20

   2.                                                   We note that the
description of the Basket calculation in this section excludes the BTC
                                                        Bitcoin Portion for the
period between the Record Date and the Distribution Date. Please
                                                        tell us how this
description is consistent with the disclosure in your prospectus for your
                                                        continuous offering of
GBTC Shares. Please also tell us whether and to what extent your
                                                        NAV, Principal Market
NAV or any other metrics or calculations will be modified during
 Michael Sonnenshein
Grayscale Bitcoin Trust (BTC)
May 1, 2024
Page 2
         the period between the Record Date and Distribution Date.
Summary Unaudited Pro Forma Financial Information, page 21

3.       We note your response to prior comment 1 and your pro forma financial
information
         beginning on page 21. Please address the following:
             Revise the third paragraph of your introduction to the unaudited
pro forma financial
             statements to reflect the current requirements of Rule 11-02 of
Regulation S-X. In
             this regard, pro forma financial statements are no longer limited
to adjustments that
             are directly attributable to the transaction for which pro forma
effect is being given,
             being factually supportable and, with respect to a statement of
comprehensive
             income, expected to have a continuing impact; and
             We are unable to recompute all the amounts presented in your pro
format financial
             statements based on the descriptions in the summary. Revise your
presentation to
             include notes for all pro forma adjustments that clearly explain
the assumptions
             underlying the calculations for the adjustments and to separately
present transaction
             accounting adjustments versus management's adjustments. Refer to
Rules 11-
             02(a)(6)(i), 11-02(a)(7) and 11-02(a)(8) of Regulation S-X.
Incorporation of Certain Information by Reference, page 25

4.       We note your response to prior comment 7 that Exchange Act Rule
12b-23(c) permits you
         to incorporate by reference the filings of the BTC Trust, including
the BTC Trust
         Registration Statement, to satisfy the requirements of Item 13 of
Schedule 14A in this
         filing. However, we note that Exchange Act Rule 12b-23(c) states,
"[a]ny document or
         part thereof filed with the Commission . . . may be incorporated by
reference as an
         exhibit to any statement or report filed with the Commission by the
same or any other
         person" (emphasis added). Since there is no exhibit provision for
Schedule 14C, it does
         not appear that you may incorporate the BTC Trust Registration
Statement by reference
         into your filing. Please revise to provide the disclosures, as
appropriate and required, in
         the information statement on Schedule 14C.
       Please contact Michelle Miller at 202-551-3368 or Mark Brunhofer at
202-551-3638 if
you have questions regarding comments on the financial statements and related
matters. Please
contact David Lin at 202-551-3552 or Justin Dobbie at 202-551-3469 with any
other questions.



FirstName LastNameMichael Sonnenshein                          Sincerely,
Comapany NameGrayscale Bitcoin Trust (BTC)
                                                               Division of
Corporation Finance
May 1, 2024 Page 2                                             Office of Crypto
Assets
FirstName LastName