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CORRESP
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filename1.htm

December
7, 2015

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, NE

Washington,
DC 20549

Attn:	Maryse
Mills-Apenteng

    Re:

    BTCS
    Inc. f/k/a Bitcoin Shop, Inc.

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

    Filed
    November 17, 2015

    File
    No. 333-205277

Dear
Ms. Mills-Apenteng:

Please
find below responses to certain questions raised by the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) in its letter of comments dated December 3, 2015 (the “Comment Letter”)
relating to filings made by BTCS, Inc. (the “Company”) referenced above.

The
Company’s responses are numbered to correspond to the Staff’s comments and are filed in conjunction with Amendment
No. 3 to the Form S-1 (the “Amended S-1”). For your convenience, each of the Staff’s comments contained
in the Comment Letter has been restated below in its entirety, with the Company’s response set forth immediately beneath
such comment.

Government
Oversight, page 55

1.
We note your revisions in response to prior comment 6, where you refer to the CFTC Order that found that bitcoins are properly
defined as commodities. Please expand your disclosure to explain with more specificity the impact on your business resulting from
this regulatory development. Additionally, ensure that you update your risk factor disclosure on page 25 to reflect these developments.

We
do not believe the CFTC Order will be applicable to our business. As a result, the CFTC Order will have no impact on our business.
We have updated our risk factor disclosure to reflect these recent developments.

Certain
Relationships and Related Party Transactions, page 68

2.
We note your amended disclosure under the caption Recent Sales of Unregistered Securities, stating that you issued 40,000 shares
of common stock to RK Equity Advisors, LLC on October 29, 2015. You also indicate that Mr. Allen founded RK Equity Capital Markets
LLC and RK Equity Investment Corp. It appears, based on this relationship, that discussion of this transaction is warranted. Refer
to Instruction 1 to Item 404(a) and Item 404(d) of Regulation S-K and advise.

Our
filings have indicated that Mr. Allen was a Managing Director at RK Equity Capital Markets LLC (“RK”) and focused
on natural resources investment banking and added to RK’s capital markets efforts. In August, 2012 Mr. Allen co-founded
RK Equity Investment Corp. (“RKEIC”). Our filings do not indicate that Mr. Allen was the founder of RK Equity Capital
Markets LLC. The Company, however, issued 40,000 shares of common stock to RK Equity Advisors,
LLC. While RK Equity Advisors LLC has a similar name to RK Equity Capital Markets LLC and RK Equity Investment Corp. they
are completely separate legal entities. Mr. Allen is not and has never been an officer, director, member, shareholder or employee
of RK Equity Advisors LLC and no related party disclosures are required.

Recent
Sales of Unregistered Securities, page 81

3.
Note 12 to your financial statements indicates that on October 14, 2015, you issued shares of your common stock to an individual
investor; however, it does not appear that you have provided updated disclosure in this section. Please revise or advise.

We
have revised the disclosure in this section.

Should
you have any questions regarding the foregoing, please do not hesitate to contact our counsel Harvey Kesner at (212) 930-9700.

Sincerely,

Charles
Allen

Chief
Executive Office

    Cc:

    Megan
    Akst, Senior Staff Accountant

    Kathleen
    Collins, Accounting Branch Chief

    Ivan
    Griswold, Staff Attorney

    Barbara
    C. Jacobs, Assistant Director.