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BTCS
Inc.

9466
Georgia Avenue #124

Silver
Spring, MD 20901

January
18, 2018

Via
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
DC 20549

Attention:
Jan Woo

Re:
BTCS Inc.

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

Filed
December 5, 2017

File
No. 333-219893

Ladies
and Gentlemen:

The
following responses address the comments of the Staff (the “Staff”) as set forth in its letter dated December 22,
2017 (the “Comment Letter”) relating to Amendment No. 2 of the Registration Statement on Form S-1A (the “Registration
Statement”) of BTCS Inc. (“BTCS”) filed on December 11, 2017. BTCS is simultaneously filing Amendment No. 3
to the Registration Statement (the “Amendment”) with this response letter.

The
Amendment has been updated as appropriate to give effect to changes affecting BTCS and the legal and regulatory climate in which
BTCS operates.

For
your convenience, each of the Staff’s comments have been restated below in their entirety, with BTCS response set forth
immediately beneath such comment.

The
numbers of the responses in this letter correspond to the numbers of the Staff’s comments as set forth in the Comment Letter.

Prospectus
Summary, page 1

General

    1.
    It
    is unclear whether the digital assets you currently hold and intend to hold are securities. Please provide a detailed analysis
    explaining why you believe Bitcoin, Ether, Dash and Monero, and any other digital assets that are likely to be held by the
    company are not securities as defined in Section 2(a)(1) of the Securities Act. Your analysis should address substantive differences
    between each form of digital asset and how those differences affect your conclusions.

Response:
Amendment 3 updates the Registration Statement to reflect our beliefs on whether each of the Digital Assets held by the Company
are securities. Additionally, attached as Exhibit A is a supplemental memorandum containing a more formal legal analysis
citing cases and other authorities supporting our conclusion. The required disclosure has been added at pages 41 - 42.
The Company recognizes the economic reality that most initial coin offerings involve the offer and sale of a security.
Disclosure has been added to follow the Commission’s action in the Munchee case. See page 41.

    2.
    We
    note that the company intends to limit its holdings of digital assets that are securities so that such holdings constitute
    less than 40% of its portfolio. Please provide a detailed description of the process and framework the company will use for
    determining which digital assets to add to its portfolio.

Response:
As stated in the Registration Statement, the Company currently limits its holdings of Digital Assets that are securities so that
securities are less than 40% of its assets, excluding cash. See pages 21, 41-42. In the future the Company intends
to apply a similar analysis to that provided on Exhibit A to ensure that it does not acquire virtual currency or digital
assets which would cause securities to constitute more than 40% of such assets. The additional costs to the Company and risks
of being an investment company are disclosed at page 21.

    3.
    With
    respect to bitcoins (and other digital assets) that the company mines, disclose whether the company plans to hold the mined
    assets or trade them.

Response:
As disclosed in the registration statement, the Company does not currently have any mining operations but may resume its mining
operations through outsourced data centers if it receives additional capital. To the extent that the Company resumes mining operations,
we do not intend to trade the Digital Assets, we have revised our disclosure accordingly to reflect our position. The required
disclosure has been added at pages 1, 21, and 33.

    4.
    Expand
    your disclosure to describe the company’s custodial practices for digital assets, to the extent they are material. Also,
    we note recent news reports that digital wallets have been subject to hacking. To the extent you have experienced a material
    cybsersecurity incident related to your digital wallets, tell us about the incident(s) and any material consequences and risks
    to your business.

    2

Response:
The Company does not use a custodian to secure its Digital Assets. We have revised our disclosure to include a new risk factor
since only bitcoin is held in a wallet. See page 21. The Company has not experienced any material cybersecurity related
incidents since we entered the business in 2014.

Glossary
of Defined Terms and Industry Data, page iii

    5.
    We
    note your revisions in response to prior comments 1 and 4. However, to the extent that your definition of Digital Securities
    includes any tokens obtained through participating in initial coin offerings, expand the definition to briefly identify these
    categories of assets.

Response:
We have not participated in any initial coin offerings because most initial coin offerings appear to offer tokens which constitute
Digital Securities. See the answer to comment 2. We have revised the description of our business accordingly. The required disclosure
has been added at pages 1, 26, 41-42.

Risk
Factors

“Since
there had been limited precedence set for financial accounting of Digital …,” page 6

    6.
    Describe
    how you intend to distinguish between financial accounting for Digital Assets and Digital Securities, and clarify what precedents
    you refer to with regard to accounting for Digital Securities. Explain how you will value your digital assets and whether
    the same methodology will be used to value all digital assets.

Response:
The requested disclosure has been added in the Management Discussion and Analysis at page 26. There is currently no authoritative
literature under accounting principles generally accepted in the United States which specifically addresses the accounting for
Digital Assets, including digital currencies. Therefore, by analogy we are recording Digital Assets similar to financial instruments
under ASC 825, Financial Instruments, because the economic nature of these Digital Assets is most closely related to a financial
instrument such as an investment in a foreign currency. Digital Securities are typically uncertificated securities, the ownership
and transfer of which are recorded on a proprietary or open source ledger that may be publicly distributed. Therefore, we believe
that such securities would be considered a financial instrument in accordance with ASC 825. Because Digital Assets and Digital
Securities will be accounted for in accordance with ASC 825, such securities would be valued in accordance with ASC 820, Fair
Value Measurements. An expanded version of this analysis has been added as a disclosure at page 26.

“If
We Acquire Digital Securities, Even Unintentionally …,” page 11

    3

    7.
    You
    state that you will attempt to limit your acquisitions of Digital Securities to “stay within the 40% threshold.”
    To provide context to this risk, please expand your discussion to briefly discuss the nature and impact of this provision
    of the Investment Company Act.

Response:
In the Amendment we have expanded our discussion to address the nature and impact of the 40% threshold of the Investment Company
Act upon the Company and its acquisition of Digital Assets. The required disclosure has been added at pages 21 and 42.
Disclosure has also been added at page 21 concerning the limited one year cure period.

“If
We Complete Our Recently Announced Merger with an Australian Company…,” page 11

    8.
    You
    disclose that you have been advised by BCG that they have raised money from offshore investors and they have not attempted
    to comply with Regulation S under the Securities Act. You further note that these transactions may result in a liability for
    BTCS. Describe the scope of any potential liability.

Response:
We have added disclosure at pages 11 and 34. As we note, any liability to the Company arising from BCG’s non-compliance
with Regulation S would only arise at the subsidiary level if the Company closes its acquisition of BCG. The status of this proposed
acquisition and the limited likelihood of it occurring has been disclosed at pages 11 and 34.

    9.
    We
    note your response to prior 2. Tell us how BCG ensures that they do not have any United States customers, and describe the
    compliance used.

Response:
We have been unable to obtain this information from BCG.

    10.
    Your
    risk factor caption indicates that you may incur unknown liabilities under foreign laws. However, the body of your risk focuses
    on the potential U.S. liabilities. Expand to discuss:

    ●
    any
    potential regulatory implications, in Australia or other jurisdictions, where BCG has cryptocurrency exchanges;

    ●
    whether
    BCG’s ICO and token sales consultancy business is impacted by any developments under Australian law; and

    ●
    whether
    BCG’s facilities in China are impacted by the regulatory updates in the PRC referred to on pages 14 and 19.

    4

Response:
Given the limited likelihood this acquisition will occur, we do not believe these potential liabilities are material since a reasonable
investor would not want to know this before buying or selling our common stock.

Should
the staff have any additional questions or comments after reviewing this response letter, we would appreciate an opportunity to
discuss these comments or questions with the staff prior to the distribution of another comment letter. Please direct any questions
concerning this response letter to Michael D. Harris, the Company’s legal counsel, at 561-471-3507, mharris@nasonyeager.com.

    Sincerely
    yours,

    /s/
    Charles Allen

    Charles
    Allen

    Chief
    Executive Officer

    Michael
    D. Harris, Esq.

    Nason,
    Yeager, Gerson, White & Lioce, P.A.

    5

Exhibit
A

The
Company owns four specific types of Digital Assets: bitcoin, ether, dash and monero. We analyze whether Digital Assets are a security
under the investment contract analysis from the leading Supreme Court Case Howey.1 Howey creates a test
for determining if an asset is an investment contract based upon whether there was: (i) an investment of money, (ii) in a common
enterprise, (iii) with the expectation of profits, (iv) primarily through the efforts of others.

Bitcoin

Regardless
of how one obtains bitcoin you cannot dispute the fact that it requires an investment of money (whether it be U.S.
dollars, other currency, or virtual currency) or mining. When a holder acquires bitcoin, the holder pays for the bitcoin with
some form of currency, thus bitcoin satisfies this prong of Howey.

Courts
have focused on three distinct types of common enterprise: (i) horizontal commonality; (ii) broad vertical commonality; and (iii)
strict vertical commonality. “The horizontal commonality approach to evaluating the existence of a common enterprise provides
that a common enterprise exists if there is a ‘pooling of assets from multiple investors so that all share in the profits
and risks of the enterprise.”’2

The
holders of bitcoin do not pool their assets in a common entity or make payments to one common enterprise.3
Bitcoin is, by its design, decentralized and has no common entity controlling it. Mining, buying, and selling of
bitcoin are all decentralized exchanges which do not feature the holders sharing in risks.4
“In addition, purchasers of Bitcoin are not investing in the profits and risks of the person or entity selling
the Bitcoin. While these sellers of Bitcoin may use the payments that they receive to take actions that would increase
the value of Bitcoin, they have absolutely no obligation to do so, and purchasers generally have no reason to expect the sellers
to do so.”5 Bitcoin holders who see their holdings as an investment are
viewing bitcoin as an appreciating asset not as a common enterprise. Thus bitcoin does not satisfy the test for horizontal commonality.

Broad
vertical commonality “focuses on the expertise of the promoter of the alleged security [which] requires that the well-being
of all investors be dependent upon the promoter’s expertise.”6 There
is no central promoter or common seller for bitcoin. Further, an individual seller of bitcoin would not constitute a promoter.
“Where a seller is “attempting to transfer its entire interest and upon sale [removes itself] from the enterprise,
this is not a situation where the seller and buyer [enter] into a common venture dependent for success upon the providing of capital
by the buyer and management by the seller.”7 The lack of continuing management
by the promoter or developer is similar to the land development cases where the courts have concluded that initial development
services do not lead to the conclusion that the sale of a real estate parcel is a security. Thus bitcoin does not satisfy the
test for broad vertical commonality.

1
SEC v. W.J. Howey Co., 328 U.S. 293 (1946).

2
Jeffrey E. Alberts, Bertrand Fry, Is
Bitcoin A Security? 21 B.U. J. Sci. & Tech. L. 1, 15-16 (2015) (citing SEC v. SG Ltd., 265 F.3d 42, 46 (1st Cir.
2001); SEC v. Infinity Grp. Co., 212 F.3d 180, 187-88 (3d Cir. 2000)).

3
Id.

4
Id.

5
Id, at 17.

6
Id. at 18 (citing SEC v. SG Ltd., 265 F.3d 42, 49 (1st Cir. 2001))

7
Id. at 19 (citing Ballard &
Cordell Corp. v. Zoller & Danneberg Exploration, Ltd., 544 F.2d 1059, 1065 (10th Cir. 1976)).

    6

Strict
vertical commonality “requires that the investors’ fortunes be ‘interwoven with and dependent upon the efforts
and success of those seeking the investment or of third parties.’”[8]
‘“It is not necessary that the funds of investors are pooled; what must be shown is that the fortunes of the investors
are linked with those of the promoters, thereby establishing the requisite element of vertical commonality… a common enterprise
exists if a direct correlation has been established between success or failure of [the promoter’s] efforts and success or
failure of the investment.’” 9 “Sellers of Bitcoin receive
their only compensation at the moment that the Bitcoin is sold; they do not receive additional compensation based on future increases
in the value of Bitcoin. Accordingly, the connection between the financial interests of buyers and sellers does not create a vertical
commonality of interest.”10 Thus bitcoin does not satisfy the test for
strict vertical commonality.

Holders
of bitcoin often expect profits arising from value of the appreciation of bitcoin. While some holders may acquire bitcoin exclusively
for the purpose of transacting sales (similar to a currency), many holders acquire bitcoin in order to sell it at a later date
when the value has appreciated. Thus bitcoin satisfies this prong of Howey.

Howey’s
use of “solely” has been interpreted to mean “the efforts made by those other than the investor are the undeniably
significant ones, those essential managerial efforts which affect the failure or success of the enterprise.”11
However, the effort to create profit need not come exclusively from the efforts of others so long as the efforts
of others are significant and primary. Bitcoin’s expectation of profits arise not from any efforts of others but from mere
appreciation of value. This is similar to commodities such as gold or diamonds. “If the expectation of economic return from
an instrument is based solely on market forces, and not on the efforts of the sponsor, then the instrument does not satisfy this
prong of the Howey test.”12 As such, bitcoin does not satisfy
this prong of Howey.

As
a result of failing to meet the prongs of the Howey test for common enterprise and the efforts of others we believe that
bitcoin does not constitute an investment contract.

Ether

As
mentioned in the Commission’s Report, ether is a virtual currency or