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CORRESP
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CORRESP

 Dan Gibbons

 +1 212
450 3222

 dan.gibbons@davispolk.com

 Davis Polk & Wardwell LLP

450 Lexington Avenue

 New York, NY
10017

 davispolk.com

 July 8, 2024

Re:

 Grayscale Ethereum Trust (ETH)

 Amendment
No. 2 to Registration Statement on Form S-3

 Filed June 21, 2024

File No. 333-278880

 Division of Corporation Finance

Office of Crypto Assets

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Att’n:
  Michelle Miller

 
  Mark Brunhofer

 
  David Lin

 
  Justin Dobbie

Ladies and Gentlemen:

 On behalf of our client, Grayscale
Investments, LLC, a Delaware limited liability company and the sponsor (the “Sponsor”) of Grayscale Ethereum Trust (ETH) (the “Trust”), this letter sets forth the Sponsor’s responses to the comment letter of the staff (the
“Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) dated June 28, 2024, relating to Amendment No. 2 to the Trust’s Registration Statement on Form S-3. The Sponsor has revised the Registration Statement and is filing Amendment No. 3 to the Registration Statement (as amended, the “Registration Statement”) together with this response letter.

For your convenience, we have reproduced the Staff’s comments preceding the Sponsor’s responses below. All capitalized terms used and not defined
herein shall have the meaning given to them in the Registration Statement.

 Amendment No. 2 to Registration Statement on Form S-3

 General

1.
 In future filings, please remove the first three sentences in the second full paragraph on page 74 of your
Annual Report on Form 10-K as the disclosure lacks the appropriate context for the referenced statements.

Response

 The
Sponsor respectfully acknowledges the Staff’s comment and will remove the first three sentences in the second full paragraph on page 74 of the Trust’s Annual Report on Form 10-K in future filings.

 Prospectus Summary

Trust Overview, page 1

2.
 You state here that Ether has a circulating supply of approximately 120 million coins as of
March 31, 2024. You also include other disclosure here and elsewhere in the prospectus as of March 31, 2024. Please revise to update this information as of June 30, 2024, or the most recent practicable date.

Response

 The
Sponsor has revised the disclosure in the Registration Statement to reflect information available as of June 30, 2024, or the most recent practicable date, in response to the Staff’s comment.

Risk Factors

 Due to the unregulated nature and lack
of transparency…, page 24

3.
 We note the use of the term “unregulated” when referring to certain crypto asset trading
platforms. Please revise to qualify your use of this term by clarifying that such platforms may be subject to regulation in a relevant jurisdiction but may not be complying.

Response

 The
Sponsor has revised the disclosure on pages ii and 24 of the Registration Statement in response to the Staff’s comment.

* * *

 In connection with its
response to the Staff’s comments, the Sponsor acknowledges that the Sponsor and its management are responsible for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

 Please do not hesitate to contact Joseph Hall, at (212) 450-4565 or joseph.hall@davispolk.com, or me, at (212) 450-3222 or dan.gibbons@davispolk.com, with any questions you may have with respect to the foregoing.

 Very truly yours,

 /s/ Dan Gibbons

 Dan Gibbons

cc:
 Edward McGee

 
 Craig Salm

 
 Jake Karlsruher

 
 Joseph A. Hall

 
 Davis Polk & Wardwell LLP

 July 8, 2024

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