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United States securities and exchange commission logo

                              January 8, 2024

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

                                                        Re: Grayscale Bitcoin
Trust (BTC)
                                                            Amendment No. 4 to
Registration Statement on Form S-3
                                                            Filed January 8,
2024
                                                            File No. 333-275079

       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 January 5, 2024
letter.

       Amendment No. 4 to Registration Statement on Form S-3

       Liquidity Providers, page 15

   1.                                                   Please revise your
disclosure to clarify whether and to what extent any of the Liquidity
                                                        Providers are
affiliated with or have any material relationships with any of the Authorized
                                                        Participants.
       Risk Factors, page 17

   2.                                                   Please add risk factor
disclosure addressing the risks related to your Authorized
                                                        Participants acting in
the same capacity for several competing products.
 Michael Sonnenshein
FirstName  LastNameMichael
Grayscale Bitcoin Trust (BTC)Sonnenshein
Comapany
January    NameGrayscale Bitcoin Trust (BTC)
        8, 2024
January
Page 2 8, 2024 Page 2
FirstName LastName
General

3.       In order to meet your anticipated timing, please respond to these
comments and amend
         your registration statement no later than 10:00 a.m. (EST) on January
9, 2024.
       Please contact David Irving at 202-551-3321 or Robert Telewicz at
202-551-3438 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Lulu Cheng at 202-551-3811 or Justin Dobbie at 202-551-3469 with any
other questions.

                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Crypto
Assets
cc:      Joseph Hall
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