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CORRESP
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    January 9, 2024

    Filed via EDGAR

    Sonia Bednarowski, Sandra Hunter Berkheimer,

    David Irving and Robert Telewicz

    U.S. Securities and Exchange Commission

    Division of Corporation Finance – Office of Crypto Assets

    100 F Street, NE

    Washington, DC 20549

            Subject:

            Franklin Templeton Digital Holdings Trust (the “Trust”)

            Amendment No. 4 to Registration Statement on Form S-1

            (File No. 333-274474)

    Dear Ms. Bednarowski, Ms. Berkheimer, Mr. Irving and Mr. Telewicz:

      On behalf of the Trust, submitted herewith via the EDGAR system are the responses to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) provided via written
        correspondence dated January 8, 2024 with regard to the Trust’s pre-effective Amendment No. 3 to its Registration Statement on Form S-1 (the “Registration Statement”) with respect to the Franklin Bitcoin ETF series of the Trust (the “Fund”), which
        was filed with the Commission on January 8, 2024 under the Securities Act of 1933 (the “1933 Act”).  The Staff’s comments are summarized below, followed by the Trust’s responses thereto.  Terms not defined herein have the meaning set forth for that
        term in the Registration Statement.

              Amendment No. 3 to Registration Statement on Form S-1 General

              1.

              Comment: 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.

              Response: The Trust acknowledges the above comment and so confirms it will respond to the comments and amend its registration statement by the aforementioned date/time.

              2.

              Comment: Please revise your disclosure to clarify whether and to what extent any of the Bitcoin Trading Counterparties are affiliated with or have any material relationships with any of the Authorized
                Participants.

              Response:  As disclosed in the Registration Statement, Jane Street Capital, LLC has executed an Authorized Participant Agreement with the Sponsor and Administrator with respect to the Trust and Fund.  The
                Registration Statement also identifies JSCT, LLC as a Bitcoin Trading Counterparty.  As requested, the Trust has added disclosure to the Registration Statement that Jane Street Capital, LLC and JSCT, LLC are under common control and
                ownership.

              Cover Page

              3.

              Comment: Refer to your response to comment 2. We continue to note that your registration statement includes a number of blanks or bracketed information. For example purposes only, please revise your
                disclosure on the cover page to disclose the amount of cash paid to the Seed Capital Investor for the redeemed Initial Seed Shares and disclose the price per Share of the Seed Creation Units and the aggregate price of the Seed Creation
                Units. In addition, the fact sheet attached as Exhibit A to your response letter indicates that the Sponsor Fee is 0.39% of the net asset value of the fund but your prospectus indicates that it is 0.29% of the net asset value of the fund.
                Please revise for clarity and consistency.

              Response: The Trust confirms that it has filled in any remaining outstanding information that was in brackets or blank, including updating disclosure on the cover page to disclose the amount of cash paid to
                the Seed Capital Investor for the redeemed Initial Seed Shares and disclosing the price per Share of the Seed Creation Units and the aggregate price of the Seed Creation Units. With respect to the proposed fact sheet, please see an updated
                Exhibit A attached hereto with the accurate sponsor fee (0.29%).  The Trust notes that the proposed fact sheet is not intended to be published on the Fund’s website until after March 31, 2024. Accordingly, the attached is an example of the
                fact sheet content in draft form which omits certain performance and other information that is not yet available as the Fund has not yet commenced operations.

              Prospectus Summary

              Key Service Providers - The Sponsor, Trustee, Custodians, Administrator, Marketing Agent and

              Trade Credit Lender, page 1

              4.

              Comment: Refer to your response to comment 5 and your disclosure that "[t]he Fund may borrow bitcoin or cash as trade credit ('Trade Credit') from Coinbase Credit, Inc. (the “Trade Credit Lender”) on a
                short-term basis pursuant to the Coinbase Credit Post-Trade Financing Agreement (the “Trade Financing Agreement”)." Please revise your disclosure on page 3 to clarify, if true, that, with the exception of the transactions with the Trade
                Credit Lender, neither the Fund, Sponsor, Prime Broker nor any other entity is permitted to loan, pledge, hypothecate or re-hypothecate any of the Fund's assets.

              Response:  The Trust has revised the above-referenced disclosure as requested, as follows:

              Except for transactions with the Trade Credit Lender, the Fund’s assets may not be loaned, pledged, hypothecated or re-hypothecated by any entity, including the Fund, Sponsor, Prime Broker or Bitcoin
                Custodian.

              The Offering

              Forks, page 10

              5.

              Comment: Refer to your response to comment 8. Please revise your disclosure on pages 10, 20, 39 and throughout to clarify that with respect to any fork, airdrop or similar event the Sponsor will cause the
                Fund to irrevocably abandon the Incidental Rights or IR Virtual Currency, and, in the event that the Fund seeks to change this position, an application would need to be filed with the SEC by your listing exchange seeking approval to amend
                its listing rules.

              Response:  The disclosure has been revised as requested.

              Risk Factors, page 13

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              6.

              Comment: Please add risk factor disclosure addressing the risks related to your Authorized Participants acting in the same capacity for several competing products.

              Response:  The disclosure has been revised as requested.

              Business of the Fund

              Net Asset Value, page 57

              7.

              Comment: Refer to your response to comment 10. We note that the five-step methodology you describe on page 58 differs from the five-step methodology described on Lukka Prime's website at https://lukka.tech/fair-value-accounting-for-actively-traded-crypto-assets/. Please advise or revise your disclosure as necessary. In addition, please revise to clarify what you mean by your disclosure regarding
                Step 1 that the executed transaction from eligible exchanges are "consumed" by Lukka. Further, please disclose how the Sponsor will notify investors of any material adjustments to the Secondary Index, including a change in methodology or a
                change in the exchanges, and disclose here and in your risk factor on page 24 the date that the Secondary Index was first launched.

              Response:  The Trust notes that the Lukka Digital Asset Reference Rate – Bitcoin is the Secondary Index, not Lukka Prime (i.e., the above referenced website relates to Lukka Prime not Lukka Digital Asset
                Reference Rate – Bitcoin).  The Trust confirms that the disclosure accurately describes the methodology of the Secondary Index.  The above cited reference to “consumed” has been changed to “collected.”  As requested, the Trust has added
                disclosure to the Registration Statement that specifies how the Sponsor will notify investors of material changes to the Secondary Index.  As requested, the Trust has added disclosure to the Registration Statement that identifies the date
                that the Secondary Index was first launched (March 15, 2022) as well as corresponding risk disclosure.

              Description of the Shares and the Trust

              Amendments to the Declaration of the Trust, page 68

              8.

              Comment: Refer to your response to comment 13. Please tell us why you believe that it is not necessary to notify Shareholders of material changes to the Declaration of Trust in a Current Report on Form 8-K
                or revise your disclosure on page 68 accordingly.

              Response:  The disclosure has been revised to read as follows:

            Shareholders will be notified in a prospectus supplement, in the Fund’s periodic reports, and/or on the Sponsor’s website for the Fund of a material amendment to the Declaration of
              Trust.

              Limitations of the Right to Bring Derivative Actions, page 68

              9.

              Comment: Refer to your response to comment 13. Please revise your disclosure on page 68 to describe the Share ownership requirements to bring a derivative action.

              Response: The disclosure has been revised as requested.

              U.S. Federal Income Tax Consequences, page 88

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              10.

              Comment: Refer to your response to comment 20. Please revise to clearly state that the disclosure in this section is the opinion of Stradely, Ronon Stevens & Young LLP.

              Response:  The disclosure has been revised as requested.

      Please do not hesitate to contact J. Stephen Feinour, Jr. at (215) 564-8521 if you have any questions or wish to discuss any of the above responses presented above.

            Very truly yours,

            /s/ Navid J. Tofigh

            Navid J. Tofigh

            Vice President and Secretary of Franklin Holdings, LLC, Sponsor of the Trust

            cc:

            Julie Patel, Franklin Templeton

            J. Stephen Feinour, Jr., Stradley Ronon Stevens & Young, LLP

            Miranda Sturgis, Stradley Ronon Stevens & Young, LLP

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    Exhibit A