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                               December 27, 2023

       Jeremy Schwartz
       Chief Executive Officer
       WisdomTree Bitcoin Trust
       c/o WisdomTree Digital Commodity Services, LLC
       250 West 34th Street, 3rd Floor
       New York, New York 10119

                                                        Re: WisdomTree Bitcoin
Trust
                                                            Amendment No. 4 to
Registration Statement on Form S-1
                                                            Filed December 18,
2023
                                                            File No. 333-254134

       Dear Jeremy Schwartz:

            We have reviewed your amended 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.
Unless we note otherwise,
       any references to prior comments are to comments in our December 6, 2023
letter.

       Amendment No. 4 to Registration Statement on Form S-1

       Cover Page

   1.                                                   We note your response
to prior comment 5 and re-issue in part. Please revise your
                                                        disclosure here to
identify the initial Authorized Participant as an underwriter. Refer to
                                                        Section 2(a)(11) of the
Securities Act. In addition, please disclose that you are offering an
                                                        indeterminate number of
shares.
       Prospectus Summary
       Net Asset Value, page 9

   2.                                                   In response to prior
comment 8, you told us for purposes of your financial reporting under
                                                        U.S. GAAP, all
activities will be reflected on the trade date. Please tell us why your
                                                        disclosure continues to
state your "... daily activities are generally not reflected in the
 Jeremy Schwartz
FirstName LastNameJeremy
WisdomTree  Bitcoin Trust Schwartz
Comapany27,
December  NameWisdomTree
              2023         Bitcoin Trust
December
Page 2    27, 2023 Page 2
FirstName LastName
         NAV determined for the Business Day on which the transactions are
effected (the trade
         date), but rather on the following Business Day."
Risk Factors, page 11

3.       To the extent material, please include risk factor disclosure that
addresses the risks related
         to your Bitcoin Custodian and Prime Broker acting in the same capacity
for several
         competing products.
4.       Please revise to add disclosure clarifying whether the Authorized
Participant bears the risk
         of bitcoin price movements with respect to cash creations and
redemptions. Please add
         related risk factor disclosure as appropriate.
Risk Factors Associated with bitcoin and the Bitcoin Network
Bitcoin exchanges on which bitcoin trades are relatively new, page 22

5.       We note your response to prior comment 12 and re-issue in part. Please
revise to add a
         separate risk factor that discusses the risk of wash trading.
Bitcoin, Bitcoin Market, Bitcoin Exchanges and Regulation of Bitcoin
Bitcoin Protocol, page 51

6.       We note your response to prior comment 21 and re-issue in part. Please
revise your
         disclosure to clarify:
             Whether there is any circumstance under which the Trust would
retain or hold any
              Incidental Rights;
             Whether there would be any difference in how the Trust handles
Incidental Rights via
              fork as compared to airdrops;
             The specifics of how the Sponsor will arrange to sell the new
cryptocurrency and
              distribute proceeds to the Shareholders, including whether and
under what
              circumstances the Sponsor will utilize an affiliate or
third-party to sell the
              cryptocurrency; and
             Whether any entity will be responsible for verifying the
instructions that are in place
              with the Trustee and the Sponsor regarding forks and airdrops.
Calculation of NAV, page 61

7.       We acknowledge your response to prior comment 28. Please note that we
are
         continuing to consider your response.
The Trust's Service Providers, page 65

8.       We note your response to prior comment 37 and re-issue. Please provide
a separately
         captioned section to describe the Prime Broker, including without
limitation the material
         provisions of any material agreement between any transaction party and
the Prime Broker,
         the Prime Broker   s experience and operating history, the Prime
Broker 's policies and
         procedures with respect to any assets held by it on behalf of the
Trust, how the Prime
 Jeremy Schwartz
FirstName LastNameJeremy
WisdomTree  Bitcoin Trust Schwartz
Comapany27,
December  NameWisdomTree
              2023         Bitcoin Trust
December
Page 3    27, 2023 Page 3
FirstName LastName
         Broker will be compensated, and who will be responsible for any fees
associated with
         bitcoin transactions between the Authorized Participants, Bitcoin
Custodian and Prime
         Broker. Please also disclose whether or not assets of the Trust held
at the Prime Broker
         will be held in segregated accounts, how much of the Trust's assets
will be held at the
         Prime Broker, and whether there are any limits on the percentage or
amount of Trust's
         assets that may be held at the Prime Broker at any point in time. In
addition, please
         disclose whether the Prime Broker is responsible for on-chain
transaction fees in the
         context of paying the Sponsor Fee through the Prime Broker.
The Sponsor, page 65

9.       We note your response to prior comment 34. Please provide support for
your claim of
            WisdomTree   s heritage of innovation and extensive experience
regarding bitcoin and the
         digital asset markets.
Custody of the Trust's Assets, page 67

10.      We note your response to prior comment 35 and re-issue. Please revise
your disclosure to
         describe the    similarly secure technology.    We also note your
disclosure that while the
         Bitcoin Custodian will generally keep all of the Trust   s bitcoin in
cold storage on an
         ongoing basis, it is possible that, from time to time, portions of the
Trust   s bitcoin will be
         held outside of cold storage temporarily as part of trade facilitation
in connection with
         creations and redemptions of Baskets, to sell bitcoins including to
pay Trust expenses, or
         to pay the Sponsor Fee, as necessary. Please revise to disclose how
and when the Bitcoin
         Custodian is directed to transfer the bitcoin from the Cold Vault
Balance to the Hot Vault
         Balance or from the Hot Vault Balance to the Cold Vault Balance in
connection with (i)
         receiving bitcoin from the Authorized Participants, (ii) selling
bitcoin to pay the Trust's
         expenses and liabilities, (iii) transferring bitcoin to the Authorized
Participants, and (iv)
         paying the Sponsor's fee.
11.      You state that the Bitcoin Custodian   s maximum liability limit for
each cold storage
         address is $100 million. Please revise to disclose whether or not your
agreement with the
         Bitcoin Custodian limits the size of each storage address to $100
million.
Creation and Redemption of Shares, page 72

12.      We understand that the Trust initially only will support in-cash
creations and
         redemptions. Please revise throughout to remove the detailed
disclosure regarding in-kind
         creations and redemptions given that it is not known at this time how
subsequent
         regulatory approval of such model may impact the structure/mechanics
of permissible in-
         kind creations and redemptions. To the extent that this understanding
is not correct, we
         have the following additional comments:
             For clarity and to avoid confusion, please revise to reorganize
your disclosure here
             into separate subheadings that describe the cash and in-kind
creation and redemption
             processes.
 Jeremy Schwartz
WisdomTree Bitcoin Trust
December 27, 2023
Page 4
                With respect to in-kind creations and redemptions, please
revise here, in your risk
              factors and in the summary to address the risk that any
registered broker-dealer that
              participates in the in-kind creation or redemptions of shares for
bitcoin may be unable
              to demonstrate compliance with the applicable requirements of the
federal securities
              laws, including the Financial Responsibility Rules. Please also
similarly address the
              potential consequences to the broker-dealer, its customers and
shareholders of the
              Trust if any such broker-dealer is unable to comply with the
federal securities laws,
              including the Financial Responsibility Rules, in connection
in-kind creation and
              redemption transactions.
13.      Please reconcile your statement that    [b]askets are only issued or
redeemed in exchange
         for an amount of bitcoin or cash determined by the Trustee on each day
that the Exchange
         is open for regular trading,    with the statement that    [e]ach
night, the Sponsor or Trust
         Administrator will publish the amount of bitcoin or cash that will be
required in exchange
         for each creation order.    Please also revise to disclose how the
amount of cash required
         for a creation order is calculated.
14.      We note your response to prior comment 39 and re-issue in part. Please
revise to describe:
             Whether creation transactions with Authorized Participants will be
settled on-chain or
            off-chain;
             Which party will be responsible for fees relating to on-chain
transactions;
             The specifics of how an Authorized Participant will facilitate the
deposit of bitcoin,
            generally through a designee of the Authorized Participant, with
the Bitcoin
            Custodian, including the various steps necessary to transfer the
bitcoin to its ultimate
            storage location with the Bitcoin Custodian;
             The impact that volatility in the spot bitcoin market may have on
the Trust   s ability to
            purchase or sell bitcoin at the same value as the creation order or
redemption
            distribution, and which party bears the risk of loss if the Trust
is put in a position
            where it has to purchase bitcoin at a higher price than the cash
creation or to sell
            bitcoin at a lower price than the cash redemption; and
             For cash orders, the impact that utilizing cash orders may have on
the efficiency of
            the arbitrage mechanism.
Suspension or Rejection of Redemption Orders, page 73
FirstName LastNameJeremy Schwartz
15.    We note your response to prior comment 40 and re-issue in part. Please
revise to disclose
Comapany   NameWisdomTree
       whether                 Bitcoinwill
                and how the Sponsor     Trust
                                           notify investors of suspensions, and
describe the
       potential impact
December 27, 2023 Page 4of suspending  creations and redemptions.
FirstName LastName
 Jeremy Schwartz
FirstName LastNameJeremy
WisdomTree  Bitcoin Trust Schwartz
Comapany27,
December  NameWisdomTree
              2023         Bitcoin Trust
December
Page 5    27, 2023 Page 5
FirstName LastName
Creation and Redemption Transaction Fee, page 74

16.      We note your response to prior comment 41 and re-issue in part. We
note your revised
         disclosure that the Authorized Participant   s cash transaction fee
consists of operational
         processing and brokerage costs, transfers fees, network fees and stamp
taxes. Please
         revise to disclose the circumstances under which the Sponsor may
reduce, increase or
         otherwise change such fee.
Use of Proceeds, page 75

17.      Please revise to identify the initial seed capital investor and
quantify the initial seed
         capital amount.
       Please contact Kate Tillan at 202-551-3604 or Michelle Miller at
202-551-3368 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Lulu Cheng Immergut at 202-551-3811 or Sandra Hunter Berkheimer at
202-551-3758
with any other questions.



                                                                 Sincerely,

                                                                 Division of
Corporation Finance
                                                                 Office of
Crypto Assets
cc:      Todd Zerega