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                              June 14, 2024

       David Mann
       President and Chief Executive Officer
       Franklin Ethereum Trust
       One Franklin Parkway
       San Mateo, California 94403-1906

                                                        Re: Franklin Ethereum
Trust
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed May 31, 2024
                                                            File No. 333-277008

       Dear David Mann:

                                                        We have reviewed 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-1

       General

   1.                                                   To the extent that you
intend to use a fact sheet, please provide us with a copy for our
                                                        review.
       Prospectus Summary, page 1

   2.                                                   Please revise your
Summary to:
                                                            Disclose that the
Trust may only conduct cash creations and redemptions and that it
                                                            would need
regulatory approval to commence in-kind creations and redemptions;
                                                            Clarify here that
the timing of in-kind regulatory approval is unknown and that there
                                                            is no guarantee
that the Exchange will receive in-kind regulatory approval; and
                                                            Disclose how you
will inform shareholders if the Exchange receives in-kind
                                                            regulatory approval
and if the Sponsor chooses to allow in-kind creations and
                                                            redemptions.
 David Mann
FirstName  LastNameDavid
Franklin Ethereum Trust Mann
Comapany
June       NameFranklin Ethereum Trust
     14, 2024
June 14,
Page 2 2024 Page 2
FirstName LastName
Risk Factors, page 17

3.       Please add a separately-captioned risk factor addressing the fact that
the trust will not
         stake the ether it holds, so an investment in the trust   s shares
will not realize the economic
         benefits of staking.
Overview of the Ethereum Industry, page 78

4.       Please revise to add a discussion of the spot ether markets and ether
futures markets. Also
         please revise to include a discussion of the regulation of ether
futures and government
         oversight.
Business of the Fund
Net Asset Value, page 91

5.       Please revise to disclose the criteria the Sponsor will use to
determine that CF
         Benchmarks Index is unreliable as the Index and therefore determines
not to use the CF
         Benchmarks Index as the Index.
Governing Law; Consent to Delaware Jurisdiction, page 140

6.       We note your disclosure that "the federal district courts shall be the
exclusive forum for
         the resolution of any complaint asserting a cause of action arising
under the Securities Act
         or the rules and regulations promulgated thereunder." Please also
state that there
         is uncertainty as to whether a court would enforce such provision and
that investors
         cannot waive compliance with the federal securities laws and the rules
and regulations
         thereunder. In this regard, we note that Section 22 of the Securities
Act creates concurrent
         jurisdiction for federal and state courts over all suits brought to
enforce any duty or
         liability created by the Securities Act or the rules and regulations
thereunder. Please also
         revise this section to disclose that the Delaware governing law
provision does not apply to
         causes of action for violations of state securities laws, or advise.
        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
statement.
 David Mann
Franklin Ethereum Trust
June 14, 2024
Page 3

       Please 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 Irene Paik at 202-551-6553 or Sandra Hunter Berkheimer at 202-551-3758
with any
other questions.



                                                         Sincerely,
FirstName LastNameDavid Mann
                                                         Division of
Corporation Finance
Comapany NameFranklin Ethereum Trust
                                                         Office of Crypto
Assets
June 14, 2024 Page 3
cc:       J. Stephen Feinour, Jr., Esquire
FirstName LastName