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United States securities and exchange commission logo
June 14, 2024
Hunter Horsley
President and Treasurer
Bitwise Ethereum ETF
c/o Bitwise Investment Advisers, LLC
250 Montgomery Street, Suite 200
San Francisco, California 94104
Re:Bitwise Ethereum ETF
Amendment No. 1 to Registration Statement on Form S-1
Filed May 31, 2024
File No. 333-278308
Dear Hunter Horsley:
            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. In that regard, we note your disclosure that your Trust Fact Sheet can be found on
the Trust's website, ETHWetf.com. Please confirm whether this website will be
operational at effectiveness.

Cover Page
2.Please revise the cover page to state that the Trust will not participate in the proof-of-stake
validation mechanism of the Ethereum network (i.e., the Trust will not “stake” its ether) to
earn additional ether or seek other means of generating income from its ether holdings.

 FirstName LastNameHunter Horsley
 Comapany NameBitwise Ethereum ETF
 June 14, 2024 Page 2
 FirstName LastName
Hunter Horsley
Bitwise Ethereum ETF
June 14, 2024
Page 2
Prospectus Summary, page 1
3.We note your disclosure on pages 78-79 regarding the Ether Trading Counterparties.
Please revise your Summary disclosure 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.
The Trust's Investment Objective and Strategies, page 4
4.We note your disclosure on page 54 regarding the drawbacks of conducting creations and
redemptions for cash rather than in-kind. Please revise your disclosure in this section 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 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.
5.We note your disclosure on page 28 that "[p]ursuant to the Trust Agreement, the Trust has
explicitly disclaimed all Incidental Rights and IR Assets" and that "[s]uch assets are not
considered assets of the Trust at any point in time and will not be taken into account for
purposes of determining the Trust’s NAV and the NAV per Share." Please provide such
disclosure in the Prospectus Summary.
Risk Factors
Many digital assets, including ether, were only introduced within the past decade, page 12
6.We note your disclosure that "[u]pgrades currently being considered, such as the
upcoming “Dencun” upgrade, which is part of the “sharding” roadmap or so-called “Layer
2” solutions, could have effects which are difficult to anticipate at this time, but could - if
unsuccessfully implemented, or if they contain undiscovered flaws - materially adversely
impact or even effectively eliminate the value of ether, and therefore impact the price of
the Shares." Please update your disclosure regarding recent developments, including the
"Dencun" upgrade.

 FirstName LastNameHunter Horsley
 Comapany NameBitwise Ethereum ETF
 June 14, 2024 Page 3
 FirstName LastName
Hunter Horsley
Bitwise Ethereum ETF
June 14, 2024
Page 3
Validators may suffer losses due to staking, which could make the Ethereum network less
attractive, page 20
7.Please expand this risk factor to also address the risks associated with staking becoming
less attractive to validators, including through the types of sanctions the Ethereum
network may impose for validator misbehavior or inactivity.
If a malicious actor obtains control of more than 50% of the validating stake, page 29
8.We note your disclosure that if a malicious actor obtains control of more than 50% of the
validating stake on the Ethereum network, or otherwise obtains control over the Ethereum
network through its influence over core developers or otherwise, such actor could
manipulate the Ethereum blockchain, which could adversely affect the value of the Shares
or the ability of the Trust to operate. Please also explain how this risk varies by level of
concentration. (i.e., 33% vs. 50% vs. 66% of total staked ether). In this regard, we
understand that possession of 33% of staked ether is the minimum stake that can be used
to execute an attack and that the possession of more than 50% of staked ether enables
more extensive attacks, such as transaction censorship and block reordering.  In addition,
we note your disclosure that "[i]t is believed that certain groups of coordinating or
connected ether holders may together have more than 50% of outstanding ether, which if
staked and if the users run validators, would permit them to exert authority over the
validation of ether transactions." Please expand your disclosure to discuss the risks of
centralization that liquid staking applications, such as Lido, may pose.
Suspension or Rejection of Redemption Orders, page 107
9.You state that the Sponsor may determine to suspend redemptions because of “an
unanticipated delay in the liquidation of a position in an over-the-counter contract.” Please
describe the circumstances in which the Trust would have a position in an over-the-
counter contract. In this regard, we note your disclosure that the Trust conducts
subscription and redemption orders solely in cash.
Material Contracts
Ether Custody Agreement, page 116
10.You state that the Ether Custodian’s maximum liability limit for each cold storage address
is $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.

 FirstName LastNameHunter Horsley
 Comapany NameBitwise Ethereum ETF
 June 14, 2024 Page 4
 FirstName LastName
Hunter Horsley
Bitwise Ethereum ETF
June 14, 2024
Page 4
            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.
            Please contact Michelle Miller at 202-551-3368 or Jason Niethamer at 202-551-3855 if
you have questions regarding comments on the financial statements and related matters. Please
contact Irene Paik at 202-551-6553 or Sandra Hunter Berkheimer at 202-551-3758 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:       Richard Coyle