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                            June 14, 2024

       Edward McGee
       Chief Financial Officer
       Grayscale Ethereum Trust (ETH)
       c/o Grayscale Investments, LLC
       290 Harbor Drive, 4th Floor
       Stamford, Connecticut 06902

                                                        Re: Grayscale Ethereum
Trust (ETH)
                                                            Amendment No. 1 to
Registration Statement on Form S-3
                                                            Filed May 30, 2024
                                                            File No. 333-278880

       Dear Edward McGee:

              We have conducted a limited review of your registration statement
and have the
       following comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.

       Amendment No. 1 to Registration Statement on Form S-3

       General

   1.                                                   Please revise your
disclosure in this registration statement and future Exchange Act
                                                        reports to address the
following points:
                                                            Expand your
disclosure in the subsection headed "Overview of the ETH Industry and
                                                            Market" beginning
on page 6 of your annual report on Form 10-K to include a
                                                            discussion of the
spot Ether markets and Ether futures markets.
                                                            Revise to clarify
whether the Sponsor has a license agreement with the Secondary
                                                            Index Provider to
use the Secondary Index.
                                                            Revise the
subsection headed "Government Oversight" beginning on page 16 of your
                                                            annual report on
Form 10-K to include a discussion of the regulation of Ether futures
                                                            and government
oversight.
 Edward McGee
FirstName  LastNameEdward  McGee
Grayscale Ethereum Trust (ETH)
Comapany
June       NameGrayscale Ethereum Trust (ETH)
     14, 2024
June 14,
Page 2 2024 Page 2
FirstName LastName
Cover Page

2.       Please revise your cover page to disclose that you are registering an
indeterminate number
         of Shares.
3.       Please revise your cover page to disclose that the Trust is not
registered and subject to
         regulation under the 1940 Act and add a cross-reference to the related
risk factor on page
         65 of your annual report on Form 10-K.
Prospectus Summary, page 1

4.       Please revise the summary to discuss the prohibition on Staking and
the related
         consequences discussed on page 27, including disclosure that the
inability of the Trust to
         participate in Staking and receive such rewards could place the Shares
at a comparative
         disadvantage relative to an investment in Ether directly or through a
vehicle that is not
         subject to such a prohibition, which could negatively affect the value
of the Shares.
Risk Factors, page 18

5.       Please add a separately-captioned risk factor addressing the risk that
validators may suffer
         losses due to Staking, or Staking may prove unattractive to
validators, which could make
         the Ethereum network less attractive. Include a discussion of the
types of sanctions the
         Ethereum network may impose for validator misbehavior or inactivity.
6.       Please update your risk factor titled "If a malicious actor or botnet
obtains control of more
         than 50% of the validating power on the Ethereum Network..." on page
53 of the Form
         10-K to discuss in greater detail the risk that the Ethereum
blockchain may be vulnerable
         to attacks to the extent that there is concentration in the ownership
and/or Staking of Ether
         and specifically explain how this risk varies by level of
concentration (i.e., 33% vs. 50%
         vs. 66% of total staked Ether). Explain how the value of Ether and the
value of the Shares
         may be impacted by an attack.
7.       Please also add a risk factor addressing that at times, there has been
a single entity that has
         reportedly controlled around or in excess of 33% of the total staked
Ether on the Ethereum
         network, which poses centralization concerns and could permit the
entity to attempt to
         interfere with transaction finality or block confirmations. Address
the concern that if such
         an entity, or a bad actor with a similar sized stake, were to attempt
to interfere with
         transaction finality or block confirmations, it could negatively
affect the use and adoption
         of the Ethereum network, the value of Ether, and thus the value of the
Shares.
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
 Edward McGee
Grayscale Ethereum Trust (ETH)
June 14, 2024
Page 3

statement.

       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.



                                                          Sincerely,
FirstName LastNameEdward McGee
                                                          Division of
Corporation Finance
Comapany NameGrayscale Ethereum Trust (ETH)
                                                          Office of Crypto
Assets
June 14, 2024 Page 3
cc:       Dan Gibbons
FirstName LastName