SecProbe.io

CORRESP
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  June 21, 2024

  Filed via EDGAR

  Sandra Hunter Berkheimer, Irene Paik,

  Mark Brunhofer and David Irving

  U.S. Securities and Exchange Commission

  Division of Corporation Finance – Office of Crypto Assets

  100 F Street, NE

  Washington, DC  20549

          Subject:

          Franklin Ethereum Trust (the “Trust”)

          Pre-Effective Amendment No. 1 to Registration Statement on Form S-1

          (File No. 333-277008)

  Dear Ms. Berkheimer, Ms. Paik, Mr. Brunhofer and Mr. Irving:

  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 June 14, 2024 with regard to the Trust’s pre-effective Amendment No. 1 to its Registration Statement on Form S-1 (the “Registration Statement”)
    with respect to the Franklin Ethereum ETF series of the Trust (the “Fund”), which was filed with the Commission on May 31, 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. 1 to Registration Statement on Form S-1

          General

          1.

          Comment:  To the extent that you intend to use a fact sheet, please provide us with a copy for our review.

          Response:  A proposed fact sheet is attached hereto as Exhibit A.  The Trust notes that the proposed fact sheet is not intended to be published on
            the Fund’s website until after the completion of the Fund’s first quarter of operations. 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, page 1

          2.

          Comment:  Please revise your Summary to:

          •

          Disclose that the Trust may only conduct cash creations and redemptions and that it would need regulatory approval to commence in-kind creations and
            redemptions;

          •

          Clarify here that the timing of in-kind regulatory approval is unknown and that there is no guarantee that the Exchange will receive in-kind
            regulatory approval; and

          •

          Disclose how you will inform shareholders if the Exchange receives in-kind regulatory approval and if the Sponsor chooses to allow in-kind creations and
            redemptions.

          Response:  The disclosure has been revised as requested.

          Risk Factors, page 17

          3.

          Comment:  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.

          Response: The disclosure has been revised as requested.

          Overview of the Ethereum Industry, page 78

          4.

          Comment:  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.

          Response:  The disclosure has been revised as requested.

          Business of the Fund

          Net Asset Value, page 91

          5.

          Comment:  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.

          Response:  As disclosed in the Registration Statement, the ether held by the Fund will be valued using the CF Benchmarks Index unless the CF Benchmarks Index is not
            available or the Sponsor, in its sole discretion, determines that the CF Benchmarks Index is unreliable (together a “Fair Value Event”).  A Fair Value Event value determination will be based upon all available factors that the Sponsor deems
            relevant at the time of the determination, and may be based on analytical values determined by the Sponsor using third-party valuation models.  In the instance of a Fair Value Event, an alternate index selected by the Sponsor, the Lukka Digital
            Asset Reference Rate—Ethereum (the “Secondary Index ”), may be utilized as the secondary pricing source.  The Sponsor does not anticipate that the need to fair value the ether held by the Fund (including use of the Secondary Index) will be a
            common occurrence.  The Trust respectfully believes that the above referenced disclosure appropriately describes the Fund’s valuation practices, including the instances when the CF Benchmarks Index will not be used, and, therefore, no
            additional changes have been made.

          Governing Law; Consent to Delaware Jurisdiction, page 140

          6.

          Comment:  We note your disclosure that “the federal district courts shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising
            under the Securities Act or the rules and regulations promulgated thereunder.” Please also state that there is uncertainty as to whether a court would enforce such provision and that investors cannot waive compliance with the federal securities
            laws and the rules and regulations thereunder.

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          In this regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to
            enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Please also revise this section to disclose that the Delaware governing law provision does not apply to causes of action for violations of
            state securities laws, or advise.

          Response:  The disclosure under the heading “Governing Law; Consent to Delaware Jurisdiction” has been revised as follows:

          The rights of the Sponsor, the Trust, DTC (as registered owner of the Trust’s global certificate for Shares) and the Shareholders are governed by the laws
            of the State of Delaware without regard to the conflict of laws provisions thereof; provided, however, that causes of action for violations of U.S. federal or state securities laws are not
                governed by this limitation. The Sponsor, the Trust and DTC and, by accepting Shares, each DTC Participant and each Shareholder, consent to the non-exclusive jurisdiction of any Delaware state court or federal court sitting in
            Wilmington, Delaware in any action arising out of or relating to the Declaration of Trust provided that suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive
            jurisdiction and. Additionally, the federal district courts shall be the exclusive forum for the resolution of any complaint
            asserting a cause of action arising under the Securities Act or the rules and regulations promulgated thereunder. Notwithstanding the foregoing, Section 22 of the Securities Act creates
                concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Investors cannot waive compliance with the federal
                securities laws and the rules and regulations thereunder. Further, there is uncertainty as to whether a court would enforce the exclusive forum jurisdiction for actions arising under the Securities Act.

  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

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