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                               May 1, 2024

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

                                                        Re: Grayscale Bitcoin
Mini Trust (BTC)
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed April 12,
2024
                                                            File No. 333-277837

       Dear Michael Sonnenshein:

            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 April 5, 2024,
letter.

       Amendment to Form S-1 filed April 12, 2024

       Unaudited Pro Forma Financial Statements, page 60

   1.                                                   We note your response
to the third bullet of prior comment 4 and your pro forma financial
                                                        statements. Please
address the following:
                                                            Revise the third
paragraph of your introduction and the first paragraph of Note 1 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 forma financial
                                                             statements based
on the description of all pro forma adjustments in Note 3. Address
                                                             the following:
 Michael Sonnenshein
Grayscale Bitcoin Mini Trust (BTC)
May 1, 2024
Page 2
                 o   Separately provide us with the number of bitcoin assumed
transferred on
                     January 1, 2023 and the number of bitcoin used to fund the
Sponsor's Fee along
                     with the relevant unit fair values and dollar amounts.
                 o   Tell us your consideration for separately presenting
Transaction Accounting
                     Adjustments under Rule 11-02(a)(6)(i) of Regulation S-X
and Management's
                     Adjustments under Rule 11-02(a)(7) of Regulation S-X.
                 o   Tell us how your presentation clearly explains the
assumptions underlying the
                     calculations for the transaction accounting adjustments.
Refer to Rule 11-
                     02(a)(8) of Regulation S-X.

Initial Distribution, page 135

2.       We note your response to the first two bullets of prior comment 4 and
your revised
         description of the transaction as an Initial Distribution that will be
characterized as a
         sale under U.S. GAAP, which results in an accounting realization
event, but does not
         constitute a recognition event for U.S. federal income tax purposes.
Please address the
         following:
             Provide us with your accounting analysis and reference
authoritative guidance to
              support your determination to account for the transaction as a
sale under U.S. GAAP
              instead of a spinoff considering that you acknowledge that
Grayscale Bitcoin Trust
              (GBTC) and Grayscale Bitcoin Mini Trust (BTC) will have a
parent-subsidiary
              relationship immediately prior to the Initial Distribution on the
Distribution Date;
             Provide us the journal entries to be recorded by both GBTC and BTC
for the
              transaction; and
             With respect to your predecessor response, we reissue our comment.
Please tell us in
              greater detail your consideration of the definition of
predecessor in Rule 405 of
              Regulation C as applied to GBTC and the guidance in Rules 3-01
and 3-02 of
              Regulation S-X in determining if the financial statements of GBTC
are required.
              Provide us a comprehensive analysis as to why you believe GBTC or
a portion of
              GBTC is not the predecessor of BTC and reference all the
authoritative guidance you
              use to support your position.

       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 Mini Trust (BTC)
                                                               Division of
Corporation Finance
May 1, 2024 Page 2                                             Office of Crypto
Assets
FirstName LastName