SecProbe.io

CORRESP
1
filename1.htm

February
26, 2025

Kim
McManus

Division
of Investment Management

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

RE:
GraniteShares ETF Trust (the “Trust” or the “Registrant”) File Nos. 333-214796, 811-23214

Dear
Ms. McManus:

On
December 18, 2024, GraniteShares ETF Trust (the “Trust” or “Registrant”), on behalf of GraniteShares 2x Long
AAL Daily ETF, GraniteShares 1x Short AAL Daily ETF, GraniteShares 2x Short AAL Daily ETF, GraniteShares 1x Short AAPL Daily ETF, GraniteShares
2x Short AAPL Daily ETF, GraniteShares 1x Short AMD Daily ETF, GraniteShares 2x Short AMD Daily ETF, GraniteShares 2x Short COIN Daily
ETF, GraniteShares 2x Long JPM Daily ETF	, GraniteShares 1x Short JPM Daily ETF, GraniteShares 2x Short JPM Daily ETF, GraniteShares
2x Long LCID Daily ETF, GraniteShares 1x Short LCID Daily ETF, GraniteShares 2x Short LCID Daily ETF, GraniteShares 1x Short META Daily
ETF, GraniteShares 2x Short META Daily ETF, GraniteShares 1x Short NVDA Daily ETF, GraniteShares 2x Short NVDA Daily ETF, GraniteShares
2x Long RIVN Daily ETF, GraniteShares 1x Short RIVN Daily ETF, GraniteShares 2x Short RIVN Daily ETF, GraniteShares 2x Long TSLA Daily
ETF, GraniteShares 1x Short TSLA Daily ETF, GraniteShares 2x Short TSLA Daily ETF, GraniteShares 2x Long XOM Daily ETF, GraniteShares
1x Short XOM Daily ETF and GraniteShares 2x Short XOM Daily ETF (the “Funds”) filed a Post-Effective Amendment #72 to the
Trust’s Registration Statement (the “Amendment”). The Amendment was filed pursuant to Rule 485(a)(1) under the Securities
Act of 1933, as amended to revise the investment strategy and related disclosures.

In
a telephone conversation on February 4, 2025, you provided comments to the Amendment. Below, please find those comments and the Registrant’s
responses, which the Registrant has authorized Thompson Hine LLP to make on its behalf. Please note that added language to a Fund’s
prospectus is in italics and deleted language appears struck through.

SUMMARY
PROSPECTUS

ALL
FUNDS

General

Comment
1: Please revise to include the legend required by Rule 498(b)(1)(v) either on the cover page or at the beginning of the summary
prospectus.

Response:
The registration has been amended accordingly.

February
26, 2025

Page
2

Comment
2: The Staff notes that the Rule 498 legend is also absent from prior summary prospectuses of the Funds. Please provide a legal analysis
of your compliance with Section 5 of the Securities Act of 1933 for Offers and Sales made under this and other Registration Statements
that failed to include the required legends. In addition, please consider the need for disclosing any risks associated with the Section
5, including potential rescission rights of purchases and any contingent liabilities that may need to be accounted for. See Rule
498 and Release No. 33-8998 dated January 13, 2009.

Response:
The Registrant notes that the legend was omitted in error and will include the appropriate legend on all summary prospectuses. All
current summary prospectuses will be refiled to provide for the inclusion of the appropriate legend. The Registrant does not believe
that the omission of such legend would have been deemed to be material by purchasing shareholders.

Comment
3: The Staff notes that the ticker symbol “CONI” used for GraniteShares 2x Short Coin Daily ETF is associated with GraniteShares
1x Coin Daily ETF. The Staff also notes that it appears that GraniteShares 2x Short Coin Daily ETF has not yet launched, while GraniteShares
1x Short Coin Daily ETF is currently operational. Please explain the nature of this change. In addition, please explain if the Trust
has notified the Fund’s shareholders of the proposed change, and, if so, when?

Response:
Investors have shown limited interest in the GraniteShares 1x Short COIN Daily ETF. Based on experience the registrant noticed that investors
have shown more interest in products offering higher leverage factors. Instead of terminating the current fund, the registrant plans
to change the leverage factor from -1x to -2x and assess if the change would lead to making the product more commercially viable.

The
registrant fully intends to comply with the regulatory notification, for investors to be informed in advance about the change in the
investment strategy. The registrant was aiming to start the process once it has the opportunity of assessing the nature of the comments
raised by the SEC Staff. The registrant intents to start the 60-day notification process shortly after submitting the present response
letter and to make the registration effective then, assuming that all comments have been addressed.

Comment
4: The Staff notes that it appears that the shares of certain Funds are not listed and traded on the Nasdaq Stock Market LLC. Please
revise the statement indicated that all shares offered in this Prospectus are listed and traded on Nasdaq Stock Market LLC to clearly
identify the Funds that are not offered in this Prospectus.

Response:
The registration has been amended accordingly.

Principal
Investment Strategies

Comment
5:

(A)
In prong (5) in the paragraph that begins with “[t]he Fund’s cash balance may be invested in the following instruments…”
please pluralize “repurchase transaction.”

February
26, 2025

Page
3

(B)
In prong (6) of the same paragraph, please specify what kind of equity or fixed income securities the Fund may invest in and, if applicable,
add a corresponding risk to the risk section.

(C)
The Staff notes that both prong (4) and prong (6) of the same paragraph refer to swap agreements. If the swap agreements are different
in each prong, please specify what kind of swap agreements the Fund may invest in and, if appliable, add corresponding risks to the risk
section. In addition, if applicable, please clarify how the prong (4) swap agreements are different than the prong (6) swap agreements.

Response:

 (A) [To
                                            be discussed: do they really want to see that: “repurchase transactions, which are
                                            transactions under which the purchaser (i.e., the Fund) acquires securities and the seller
                                            agrees, at the time of the sale, to repurchase the securities at mutually agreed-upon time
                                            and prices, thereby determining the yield during the purchaser’s holding period,”
                                            The current wording (in singular) was taken from another registration , but happy to change]

 (B) [to
                                            be discussed: “(6) US equities listed on a national security exchange, sovereign fixed
                                            income securities with a credit rating at least equal to the United States Federal Government,
                                            or corporate debt securities, such as commercial paper and other short-term unsecured promissory
                                            notes issued by businesses that are rated investment grade or of comparable quality as collateral
                                            for the Fund’s swap agreements for the purposes of entering into swap agreements with
                                            the Fund’s swap counterparties.” If ok then I will add a risk disclosure about
                                            investing in US stocks.]

 (C) Prong (4) refers to the collateral posted under the swap agreement.

                                                                                Prong (6) refers to an investment in securities which performance is being swapped.

If
you have any questions, please call the undersigned at (216) 566-5706.

    Very
    truly yours,

    /s/
    Andrew Davalla

    Andrew
    Davalla

GRANITESHARES
FUNDS

Prospectus

[
  ], 2025

    GRANITESHARES
    FUNDS

    TICKER
    SYMBOL

    GraniteShares
2x Long AAL Daily ETF

    AALL

    GraniteShares
    1x Short AAL Daily ETF

    AALS

    GraniteShares
2x Short AAL Daily ETF

    ALSD

    GraniteShares
    1x Short AAPL Daily ETF

    APLI

    GraniteShares
2x Short AAPL Daily ETF

    APSD

    GraniteShares
    1x Short AMD Daily ETF

    AMDS

    GraniteShares
2x Short AMD Daily ETF

    AMSS

    GraniteShares
    2x Short COIN Daily ETF

    CONI

    GraniteShares
2x Long JPM Daily ETF

    JPML

    GraniteShares
    1x Short JPM Daily ETF

    JPMI

    GraniteShares
2x Short JPM Daily ETF

    JPMS

    GraniteShares
2x Long LCID Daily ETF

    LCDL

    GraniteShares
    1x Short LCID Daily ETF

    LCDI

    GraniteShares
2x Short LCID Daily ETF

    LCDD

    GraniteShares
    1x Short META Daily ETF

    METY

    GraniteShares
2x Short META Daily ETF

    FBIS

    GraniteShares
    1x Short NVDA Daily ETF

    NVDI

    GraniteShares
2x Short NVDA Daily ETF

    NVD

    GraniteShares
2x Long RIVN Daily ETF

    RVNL

    GraniteShares
    1x Short RIVN Daily ETF

    RVNI

    GraniteShares
2x Short RIVN Daily ETF

    RVND

    GraniteShares
2x Long TSLA Daily ETF

    TSLR

    GraniteShares
    1x Short TSLA Daily ETF

    TSS

    GraniteShares
2x Short TSLA Daily ETF

    TSDD

    GraniteShares
2x Long XOM Daily ETF

    XOML

    GraniteShares
    1x Short XOM Daily ETF

    XOMI

    GraniteShares
2x Short XOM Daily ETF

    XOMD

The
Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

GraniteShares
Funds are advised by GraniteShares Advisors LLC.

The
Funds seek daily inverse or leveraged investment results and are intended to be used as short-term trading vehicles. Each Fund with “Long”
in its name attempts to provide daily investment results that correspond to the respective long leveraged multiple of the performance
of an underlying stock (each a Leveraged Long Fund). Each Fund with “Short” in its name attempts to provide daily investment
results that correspond to the inverse (or opposite) multiple of the performance of an underlying stock (each an Inverse Fund).

The
Funds are not intended to be used by, and are not appropriate for, investors who do not intend to actively monitor and manage their portfolios.
The Funds are very different from most mutual funds and exchange-traded funds. Investors should note that:

(1)
The Leveraged Long Funds pursue daily leveraged investment objectives, which means that the Funds are riskier than alternatives that
do not use leverage because the Funds magnify the daily performance of their underlying stock.

(2)
The Inverse Funds pursue a daily investment objective that is a multiple inverse to the daily performance of their underlying stock,
a result opposite of most mutual funds and exchange-traded funds.

(3)
Seeking to replicate daily performances of an underlying stock means that the return of a Fund for a period longer than a full trading
day will be the product of a series of daily returns for each trading day during the relevant period.

As
a consequence, especially in periods of market volatility, the volatility of the underlying stock may affect a Fund’s return as
much as, or more than, the return of the underlying stock. Further, the return for investors that invest for periods less than a full
trading day is likely to be different from an underlying stock’s performance for the full trading day. During periods of high volatility,
the Funds may not perform as expected and the Funds may have losses when an investor may have expected gains if the Funds are held for
a period that is different than one trading day.

The
Funds are not suitable for all investors. The Funds are designed to be utilized only by sophisticated investors, such as traders and
active investors employing dynamic strategies. Investors in the Funds should:

    (a)
    understand
    the risks associated with the use of inverse strategies and leverage;

    (b)
    understand
    the consequences of seeking daily inverse and leveraged investment results;

    (c)
    for
    an Inverse Fund, understand the risk of shorting; and

    (d)
    intend
    to actively monitor and manage their investments.

Investors
who do not understand the Funds, or do not intend to actively manage their funds and monitor their investments, should not buy the Funds.

There
is no assurance that any Fund will achieve its investment objective and an investment in a Fund could lose money. No single Fund is a
complete investment program.

For the Leveraged Long Funds with a 2-time leverage
exposure, if the underlying stock drops by more than 50% on a given trading day, the Fund’s investors could lose all of their money.
For the Inverse Funds with a 1-time inverse exposure, if the underlying stock increases by more than 100% on a given trading day, the
Fund’s investors could lose all of their money. For the Inverse Funds with a 2-time inverse exposure, if the underlying stock increases
by more than 50% on a given trading day, the Fund’s investors could lose all of their money.

TABLE
OF CONTENTS

    Page

    GraniteShares
    2x Long AAL Daily ETF - Summary
    1

    GraniteShares 1x Short AAL Daily ETF – Summary
    10

    GraniteShares
    2x Short AAL Daily ETF – Summary
    18

    GraniteShares 1x Short AAPL Daily ETF – Summary
    27

    GraniteShares
    2x Short AAPL Daily ETF – Summary
    35

    GraniteShares 1x Short AMD Daily ETF – Summary
    44

    GraniteShares
    2x Short AMD Daily ETF – Summary
    52

    GraniteShares 2x Short COIN Daily ETF – Summary
    60

    GraniteShares
    2x Long JPM Daily ETF – Summary
    68

    GraniteShares 1x Short JPM Daily ETF – Summary
    77

    GraniteShares
    2x Short JPM Daily ETF – Summary
    85

    GraniteShares
    2x Long LCID Daily ETF – Summary
    94

    GraniteShares 1x Short LCID Daily ETF – Summary
    103

    GraniteShares
    2x Short LCID Daily ETF – Summary
    111

    GraniteShares 1x Short META Daily ETF – Summary
    120

    GraniteShares
    2x Short META Daily ETF – Summary
    128

    GraniteShares 1x Short NVDA Daily ETF – Summary
    137

    GraniteShares
    2x Short NVDA Daily ETF – Summary
    146

    GraniteShares
    2x Long RIVN Daily ETF – Summary
    154

    GraniteShares 1x Short RIVN Daily ETF – Summary
    163

    GraniteShares
    2x Short RIVN Daily ETF - Summary
    172

    GraniteShares
    2x Long TSLA Daily ETF – Summary
    180

    i

    GraniteShares 1x Short TSLA Daily ETF – Summary
    189

    GraniteShares
    2x Short TSLA Daily ETF – Summary
    198

    GraniteShares
    2x Long XOM Daily ETF – Summary
    206

    GraniteShares 1x Short XOM Daily ETF – Summary
    215

    GraniteShares
    2x Short XOM Daily ETF - Summary
    223

    Additional Information about the Funds’ Investment Objectives, Strategies and Risks
    232

    FUND WEBSITE AND DISCLOSURE OF PORTFOLIO HOLDINGS
    265

    Fund Management
    265

    Buying and Selling Shares
    266

    Dividends, Distributions, and Taxes
    268

    Distribution of Fund Shares
    271

    Premium/Discount Information
    271

    Fund Service Providers
    271

    Financial Highlights
    271

    GraniteShares ETF Trust
    274

    ii

GraniteShares
2X Long AAL Daily ETF– Summary

 Ticker: AALL

Important
Information Regarding the Fund

The
GraniteShares 2x Long AAL Daily ETF (the “Fund”) seeks daily investment results of 2 times (200%) the
daily percentage change of the performance of the common stock of American Airlines Group Inc. (NASDAQ: AAL) (the “Underlying Stock”).
Because the Fund seeks daily leveraged investment results it is very different from most other exchange-traded funds. It is also riskier
than alternatives that do not use leverage. The return for investors that invest for periods longer or shorter than a trading day sh