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                             June 28, 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. 2 to
Registration Statement on Form S-1
                                                            Filed June 21, 2024
                                                            File No. 333-277008

       Dear David Mann:

            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 June 14, 2024
letter.

       Amendment No. 2 to Registration Statement on Form S-1

       General

   1.                                                   We note your disclosure
on page 86 that as of March 31, 2024 approximately 120 million
                                                        ether were outstanding,
and your disclosure on page 24 regarding the number of
                                                        transactions per second
and ether transaction fees, also as of March 31, 2024. Please
                                                        update this information
throughout as of June 30, 2024, or the most recent practicable
                                                        date. To the extent you
include other similarly dated disclosure, such as who has executed
                                                        an Authorized
Participant Agreement, please update to a more recent date.
       Risk Factors
       Due to the unregulated nature and lack of transparency surrounding the
operations of digital asset
       platforms..., page 39

   2.                                                   We note the use of the
term    unregulated    when referring to certain crypto asset trading
 David Mann
Franklin Ethereum Trust
June 28, 2024
Page 2
       platforms. Please revise to qualify your use of this term by clarifying
that such platforms
       may be subject to regulation in a relevant jurisdiction but may not be
complying.
Risk Factors Related to the Regulation of the Fund and the Shares
Digital asset markets in the U.S. exist in a state of regulatory
uncertainty..., page 65

3.     Please remove the first three sentences in the last full paragraph on
page 65 as the
       disclosure lacks the appropriate context for the referenced statements.
       Please contact Mark Brunhofer at 202-551-3638 or Jason Niethamer at
202-551-3855 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Austin Stanton at 202-551-2197 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 28, 2024 Page 2
cc:       J. Stephen Feinour, Jr., Esquire
FirstName LastName