SecProbe.io

January 7, 2025
David Mann
Chief Executive Officer
Franklin Crypto Trust
One Franklin Parkway
San Mateo, CA 94403
Re:Franklin Crypto Trust
Amendment No. 1 to Registration Statement on Form S-1
Filed December 11, 2024
File No. 333-281615
Dear David Mann:
            We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our September 16, 2024
letter.
Amendment No. 1 to Registration Statement on Form S-1
Prospectus Summary
Key Service Providers--The Sponsor, Trustee, Custodians, Administrator, Marketing Agent
and Trade Credit Lender, page 1
1.We note your response to prior comment 4. Please revise to disclose the methodology
the Administrator will use to calculate the Sponsor's fee. In addition, we note your
revised disclosure on page 2 that the Sponsor may assume legal fees and expenses in
excess of the amount stipulated in the Sponsor Agreement to help the Fund "achieve
scale." Please revise to clarify what you mean by "achieve scale" in this context.

January 7, 2025
Page 2
The Business of the Fund
The Underlying Index, page 117
2.We note your response to prior comment 25. Please revise to disclose here whether
creations and redemptions and other sales or purchases of ether and bitcoin by the
Fund are done in proportion to the balance of the Underlying Index such that the Trust
will only need to be rebalanced if the Underlying Index changes the balance of ether
and bitcoin.
The Trustee, page 146
3.We note your response to prior comment 32. Your disclosure on page 78 that the Fund
is required to indemnify the Trustee is inconsistent with your disclosure on page 147
that the Trustee is entitled to indemnification from the Trust. Please revise for clarity
and consistency.
The Custodians, page 153
4.We note your response to prior comment 33. Please revise to disclose the amount of
commercial crime insurance held by the Digital Asset Custodian.
Trading Counterparties, page 162
5.We note your response to prior comment 35. Please describe the Sponsor's approval
process for the Digital Asset Trading Counterparties and any specific criteria for
engagement as a Digital Asset Trading Counterparty, including whether the Digital
Asset Trading Counterparties are unaffiliated with the Fund, the Trust and the
Sponsor. We note your disclosure that the Digital Asset Trading Counterparties may
be affiliated with Authorized Participants. Please revise to disclose whether and to
what extent any Digital Asset Trading Counterparty is affiliated with any of
your Authorized Participants.
            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 Sonia Bednarowski at 202-551-3666 or Sandra Hunter Berkheimer at
202-551-3758 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets