February 6, 2025

Filed via EDGAR

Sonia Bednarowski, Sandra Hunter Berkheimer,

David Irving and Jason Niethamer

U.S. Securities and Exchange Commission

Division of Corporation Finance – Office of Crypto Assets

100 F Street, NE

Washington, DC 20549

Subject:

Franklin Crypto Trust (the “Trust”)

Pre-Effective Amendment No. 1 to Registration Statement on Form S-1

(File No. 333-281615)

Dear Ms. Bednarowski, Ms. Berkheimer, Mr. Irving and Mr. Niethamer:

On behalf of the Trust, submitted herewith via the EDGAR system are the responses to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) provided via written correspondence with regard to the Trust’s pre-effective Amendment No. 1 to its Registration Statement on Form S-1 (the “Registration Statement”) with respect to the Franklin Crypto Index ETF series of the Trust (the “Fund”), which was filed with the Commission on December 11, 2024 under the Securities Act of 1933 (the “1933 Act”). The Staff’s comments are summarized below, followed by the Trust’s responses thereto. Terms not defined herein have the meaning set forth for that term in the Registration Statement.

As a supplemental response to comment 1 of the Staff's comments to the Trust's initial pre-effective registration statement filed on August 16, 2024 with respect to the Fund, attached as Exhibit A hereto is the proposed fact sheet for the Fund. The Trust notes that the proposed fact sheet is not intended to be published on the Fund’s website until after March 31, 2025. Accordingly, the attached is an example of the fact sheet content in draft form which omits certain performance and other information that is not yet available as the Fund has not yet commenced operations.

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

Prospectus Summary

Key Service Providers--The Sponsor, Trustee, Custodians, Administrator, Marketing Agent and Trade Credit Lender, page 1

Comment: We note your response to prior comment 4. Please revise to disclose the methodology the Administrator will use to calculate the Sponsor’s fee. In addition, we note your revised disclosure on page 2 that the Sponsor may assume legal fees and expenses in excess of the amount stipulated in the Sponsor Agreement to help the Fund “achieve scale.” Please revise to clarify what you mean by “achieve scale” in this context.

Response: The disclosure has been revised as requested.

The Business of the Fund

The Underlying Index, page 117

Comment: We note your response to prior comment 25. Please revise to disclose here whether creations and redemptions and other sales or purchases of ether and bitcoin by the Fund are done in proportion to the balance of the Underlying Index such that the Trust will only need to be rebalanced if the Underlying Index changes the balance of ether and bitcoin.

Response: The disclosure has been revised as requested.

The Trustee, page 146

Comment: We note your response to prior comment 32. Your disclosure on page 78 that the Fund is required to indemnify the Trustee is inconsistent with your disclosure on page 147 that the Trustee is entitled to indemnification from the Trust. Please revise for clarity and consistency.

Response: The disclosure has been revised as requested.

The Custodians, page 153

Comment: We note your response to prior comment 33. Please revise to disclose the amount of commercial crime insurance held by the Digital Asset Custodian.

Response: In response to this comment, the Trust has added additional disclosure regarding the nature of the commercial crime insurance policy held by the Digital Asset Custodian. The Trust respectfully submits that the precise amount of commercial crime insurance held by the Digital Asset Custodian, which may change from time to time, is commercially sensitive information for the Digital Asset Custodian. The Trust also believes that this specific information, in light of the other qualitative information provided about the Digital Asset Custodian’s insurance coverage, is not material to Fund shareholders/an investor’s decision to invest in the Fund. Further, the Trust submits that the disclosure regarding the commercial crime insurance policy, as revised, discloses substantial, pertinent and sufficient information about such insurance coverage, as well as the risks to the Fund related to such insurance coverage. The Trust, therefore, declines to add disclosure regarding the specific amount of commercial crime insurance held by the Digital Asset Custodian.

Trading Counterparties, page 162

Comment: We note your response to prior comment 35. Please describe the Sponsor’s approval process for the Digital Asset Trading Counterparties and any specific criteria for engagement as a Digital Asset Trading Counterparty, including whether the Digital Asset Trading Counterparties are unaffiliated with the Fund, the Trust and the Sponsor. We note your disclosure that the Digital Asset Trading Counterparties may be affiliated with Authorized Participants. Please revise to disclose whether and to what extent any Digital Asset Trading Counterparty is affiliated with any of your Authorized Participants.

Response: The disclosure has been revised as requested.

Please do not hesitate to contact J. Stephen Feinour, Jr. at (215) 564-8521 if you have any

questions or wish to discuss any of the above responses presented above.

Very truly yours,

/s/ Julie Patel

Julie Patel

Vice President and Secretary of Franklin Holdings, LLC, Sponsor of the Trust

cc: Navid J. Tofigh, Franklin Templeton

J. Stephen Feinour, Jr., Stradley Ronon Stevens & Young, LLP

Miranda Sturgis, Stradley Ronon Stevens & Young, LLP

Exhibit A