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United States securities and exchange commission logo
June 14, 2024
Shannon Ghia
Director, President and Chief Executive Officer
iShares Ethereum Trust
c/o iShares Delaware Trust Sponsor LLC
400 Howard Street
San Francisco, CA 94105
Re:iShares Ethereum Trust
Amendment No. 1 to Registration Statement on Form S-1
Filed May 29, 2024
File No. 333-275583
Dear Shannon Ghia:
            We have reviewed your 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.
Amendment No. 1 to Registration Statement on Form S-1
General
1.To the extent that you intend to use a fact sheet, please provide us with a copy for our
review.
2.We note that you are registering an indeterminate number of securities in accordance with
Rules 456(d) and 457(u). Please update your EDGAR header tags accordingly.

 FirstName LastNameShannon Ghia
 Comapany NameiShares Ethereum Trust
 June 14, 2024 Page 2
 FirstName LastName
Shannon Ghia
iShares Ethereum Trust
June 14, 2024
Page 2
Prospectus Summary, page 1
3.Please revise the Prospectus Summary to disclose, if true, that the Trust, the Sponsor and
the service providers will not loan or pledge the Trust's assets, nor will the Trust's assets
serve as collateral for any loan or similar arrangement.
Trust Objective, page 2
4.You state here that the Trust will not employ its ether in actions where any portion of the
Trust’s ether becomes subject to the Ethereum proof-of-stake validation or is used to earn
additional ether or generate income or other earnings and, accordingly, will not earn any
form of staking rewards, or income of any kind, from staking activities.  Please revise to
include this disclosure on the prospectus cover page.
The Offering, page 6
5.We refer to your disclosure in the second paragraph on page 101 regarding the Ether
Trading Counterparties. Please revise to include that disclosure in this section. Please also
revise to:
•Identify any Ether Trading Counterparties with whom the Sponsor has entered into an
agreement. Clarify whether and to what extent any of the Ether Trading
Counterparties are affiliated with or have any material relationships with any of the
Authorized Participants. Alternatively, clarify, if true, that you are not able to identify
any particular Ether Trading Counterparties at this time.
•Disclose, if known, the material terms of any agreement you have entered into, or
will enter into with an Ether Trading Counterparty, including whether and to what
extent there will be any contractual obligations on the part of the Ether Trading
Counterparty to participate in cash orders for creations or redemptions.
•Please also tell us how you expect to update your disclosure and inform investors
once the Sponsor has identified and selected particular Ether Trading Counterparties.
A temporary or permanent "fork" could adversely affect the value of the Shares, page 28
6.Please revise to provide an example of the impact that hard forks have had on crypto
assets, including quantitative information regarding the price of the impacted crypto asset
immediately before and after the fork.
An investment in the Shares deviates from a direct investment in ether, page 44
7.Please add a separately-captioned risk factor addressing the fact that the trust will not
stake the ether it holds, so an investment in the trust’s shares will not realize the economic
benefits of staking.

 FirstName LastNameShannon Ghia
 Comapany NameiShares Ethereum Trust
 June 14, 2024 Page 3
 FirstName LastName
Shannon Ghia
iShares Ethereum Trust
June 14, 2024
Page 3
Overview of the Ethereum Industry, page 77
8.Please revise to add a discussion of the spot ether markets and ether futures markets. Also
please revise to include a discussion of the regulation of ether futures and government
oversight.
Net Asset Value, page 89
9.Please revise to disclose the criteria the Sponsor will use to determine that CF
Benchmarks Index is unreliable as the Index and therefore determines not to use the CF
Benchmarks Index as the Index.
The Ether Custodian, page 118
10.You state that the Ether Custodian’s aggregate liability in respect of each cold storage
address shall not exceed $100 million. Please revise to disclose whether or not your
agreement with the Ether custodian limits the size of each storage address to $100 million.
Seed Capital Investor, page 135
11.Please describe in greater detail how the proceeds from the sale of the Seed Creation
Baskets will be converted to ether, including any costs or transaction fees payable by the
Trust associated with such conversion.
Conflicts of Interest, page 137
12.We note that the Prime Execution Agent is an affiliate of the Ether Custodian. Please
revise to describe the potential conflicts of interest associated with such an arrangement
and the impact it may have on the price of ether when the Prime Execution Agent sells the
trust's ether.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameShannon Ghia
 Comapany NameiShares Ethereum Trust
 June 14, 2024 Page 4
 FirstName LastName
Shannon Ghia
iShares Ethereum Trust
June 14, 2024
Page 4
            Please contact David Irving at 202-551-3321 or Jason Niethamer at 202-551-3855 if you
have questions regarding comments on the financial statements and related matters. Please
contact John Dana Brown at 202-551-3859 or Justin Dobbie at 202-551-3469 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:       Clifford Cone