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CORRESP
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filename1.htm

BTCS
Inc.

9466
Georgia Avenue #124

Silver
Spring, MD 20901

October
31, 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. 7 to Registration Statement on Form S-1

Filed
October 12, 2018

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 October 24, 2018 (the “Comment
Letter”) relating to Amendment No. 7 of the Registration Statement on Form S-1 (the “Registration Statement”)
of BTCS Inc. (“BTCS”) filed on October 12, 2018 respectively. They also address oral comments delivered by Bernie
Nolan, Esq. to our counsel, Michael D. Harris, Esq. of Nason Yeager Gerson Harris & Fumero, P.A. BTCS is simultaneously
filing Amendment No. 8 to the Registration Statement (the “Amendment”) with this response letter.

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.

General

 1. We
                                         note that you are registering an additional 55,000,000 shares of common stock underlying
                                         Series C Warrants that were issued for no consideration in October 2018. Given the number
                                         of shares being registered for resale on behalf of the selling shareholders in relation
                                         to the number of your outstanding shares held by non-affiliates, the transaction appears
                                         to be a primary offering. Please provide us with your analysis as to why you believe
                                         this is not a primary offering such that the selling shareholders are identified as underwriters
                                         and the shares are offered at a fixed price. For guidance, refer to Compliance and Disclosure
                                         Interpretations, Securities Act Rules, Question 612.09.

Response:

We
have eliminated the common stock issued upon exercise of the Series C Warrants. This reduces the number of shares that we attempting
to register for resale under the Amendment from 122,939,632 to 67,939,632. Based upon the table below, we respectfully submit
that the offering contemplated by the Registration Statement is a valid offering by or on behalf of the selling shareholders
that may be registered for sale on a continuous basis pursuant to Rule 415(a)(1)(i) under the Securities Act of 1933.

The
following table sets forth the Registered Shares as set forth in Amendment# 7 and Amendment# 8 as well as the Registered Shares
as a percent of BTCS’ non-affiliate public float.

    Amendment
    #7
 (10/12/2018)
    Amendment
    #8
 (10/31/2018)

    Common Shares Outstanding
      372,605,986
      372,605,986

    Shares held by Affiliates
      4,320,501
      4,320,501

    Common Shares in Public Float
      368,285,485
      368,285,485

    Shares being Registered
      122,939,632
      67,939,632

    % of Public Float
      33.38 %
      18.45 %

 2. You
                                         state that the Series C Warrants were issued for no consideration. We note, however,
                                         that the form of warrant that has been filed as an exhibit indicates that the warrants
                                         were issued “for value received.” Please reconcile, and describe the value
                                         or benefit that you received in exchange for such issuance. If you received no value
                                         or benefit, please provide a legal analysis as to whether the warrants were validly issued
                                         and fully paid under state law.

Response:

Our
counsel agrees that Nevada law does not permit the issuance of warrants to the holders of an outstanding class or series
except on a pro rata basis. Since the warrants were not issued on a pro rata basis, we have cancelled them pursuant to a
letter agreement executed by each Series C Warrant holder. A copy of the form of response letter is filed as Exhibit
10.32. An appropriate change has been made at page 39 of the Prospectus.

Oral
Comments

 3. Mr.
                                         Nolan advised Mr. Harris that the Private Placement section should have a cross reference
                                         to the audited financial statements. The disclosure has been added at page 39.

 4. Mr.
                                         Nolan noted that Amendment No. 7 had a discrepancy between the number of shares of common
                                         stock offered by selling shareholders on the cover page and the number reflected
                                         in the Selling Shareholders section of the Prospectus. The number of 67,939,632
                                         shares on the cover page and page 63 is accurate.

 5. The
                                         opinion as to legality has been modified and now clearly covers currently outstanding
                                         shares offered by the Prospectus as well as all warrant shares offered.

In
addition to conforming changes to the Prospectus resulting from the Staff’s five comments, appropriate minor updating was
made throughout the Prospectus.

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, BTCS’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, Harris & Fumero, P.A.