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United States securities and exchange commission logo
June 14, 2024
Edward McGee
Chief Financial Officer
Grayscale Ethereum Mini Trust (ETH)
c/o Grayscale Investments, LLC
290 Harbor Drive, 4th Floor
Stamford, Connecticut 06902
Re:Grayscale Ethereum Mini Trust (ETH)
Amendment No. 1 to Registration Statement on Form S-1
Filed May 30, 2024
File No. 333-278878
Dear Edward McGee:
            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.
Cover Page
2.Please revise your cover page to disclose that you are registering an indeterminate number
of Shares.
3.Please revise your cover page to disclose that the Trust is not registered and subject to
regulation under the 1940 Act and add a cross-reference to the related risk factor
discussion on page 38.

 FirstName LastNameEdward McGee
 Comapany NameGrayscale Ethereum Mini Trust (ETH)
 June 14, 2024 Page 2
 FirstName LastName
Edward McGee
Grayscale Ethereum Mini Trust (ETH)
June 14, 2024
Page 2
Prospectus Summary, page 1
4.Please revise the summary to discuss the prohibition on Staking and the related
consequences discussed on page 46, including disclosure that the inability of the Trust to
participate in Staking and receive such rewards could place the Shares at a comparative
disadvantage relative to an investment in Ether directly or through a vehicle that is not
subject to such a prohibition, which could negatively affect the value of the Shares.
Risk Factors, page 17
5.Please add a separately-captioned risk factor addressing the risk that validators may suffer
losses due to Staking, or Staking may prove unattractive to validators, which could make
the Ethereum network less attractive. Include a discussion of the types of sanctions the
Ethereum network may impose for validator misbehavior or inactivity.
If a malicious actor or botnet obtains control of more than 50% of the validating power on the
Ethereum Network..., page 23
6.Please revise this risk factor to discuss in greater detail the risk that the Ethereum
blockchain may be vulnerable to attacks to the extent that there is concentration in the
ownership and/or Staking of Ether and specifically explain how this risk varies by level of
concentration (i.e., 33% vs. 50% vs. 66% of total staked Ether). Explain how the value of
Ether and the value of the Shares may be impacted by an attack.
7.Please also add a risk factor addressing that at times, there has been a single entity that has
reportedly controlled around or in excess of 33% of the total staked Ether on the Ethereum
network, which poses centralization concerns and could permit the entity to attempt to
interfere with transaction finality or block confirmations. Address the concern that if such
an entity, or a bad actor with a similar sized stake, were to attempt to interfere with
transaction finality or block confirmations, it could negatively affect the use and adoption
of the Ethereum network, the value of Ether, and thus the value of the Shares.
Business
Overview of the Ethereum Industry and Market, page 82
8.Please revise to add a discussion of the spot Ether markets and Ether futures markets.
Determination of the Index Price When Index Price is Unavailable, page 93
9.Please revise your disclosure on page 93 to clarify whether the Sponsor has a license
agreement with the Secondary Index Provider to use the Secondary Index.
Government Oversight, page 96
10.Please revise this section to include a discussion of the regulation of Ether futures and
government oversight.

 FirstName LastNameEdward McGee
 Comapany NameGrayscale Ethereum Mini Trust (ETH)
 June 14, 2024 Page 3
 FirstName LastName
Edward McGee
Grayscale Ethereum Mini Trust (ETH)
June 14, 2024
Page 3
            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 Mark Brunhofer at 202-551-3638 if
you have questions regarding comments on the financial statements and related matters. Please
contact David Lin at 202-551-3552 or Justin Dobbie at 202-551-3469 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:       Dan Gibbons