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    Dechert LLP

Three Bryant Park

1095 Avenue of the Americas

New York, NY 10036-6797

+1 212 698 3500 Main

+1 212 698 3599 Fax

    Allison Fumai

Partner

Allison.fumai@dechert.com

+1 212 698 3526 Direct

+1 212 698 3599 Fax

March 4, 2026

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Crypto Assets

100 F Street, N.E.

Washington, DC 20549

Attn: Rolf Sundwall

  Mark Brunhofer

  Lulu Cheng

  Sandra Hunter Berkheimer

    Re:
    Morgan Stanley Bitcoin Trust
 Registration Statement on Form S-1

    Filed January 6, 2026
 File No. 333-292586

Ladies and Gentlemen:

On behalf of our client,
Morgan Stanley Bitcoin Trust (the “Trust” or the “Registrant”), we submit this letter in response
to comments from the staff (the “Staff”) of the Securities and Exchange Commission (“SEC” or the
 “Commission”) received by letter dated February 11, 2026 (the “Comment Letter”), relating
to the Trust’s Registration Statement on Form S-1 (File No. 333-292586) filed with the Commission on January 6,
2026 (the “Registration Statement”). On behalf of the Trust, we are concurrently filing via EDGAR Pre-Effective Amendment
No. 1 to the Registration Statement on Form S-1 (the “Pre-Effective Amendment”).

Registration Statement
on Form S-1

General

Comment 1. We note that your registration statement
                                            includes a number of blanks or omitted information, including, for example purposes only,
                                            the exchange on which the Trust’s Shares will be listed, the Pricing Benchmark, the
                                            identities of various service providers, and disclosures regarding material contracts. Please
                                            include this information in your next amendment or tell us when you intend to do so.

    March 4, 2026

    Page 2

Response 1. We hereby confirm
all information that is currently in brackets or missing in the Registration Statement, including exhibits, will be completed or updated
in the Pre-Effective Amendment or in subsequent amendment(s).

Risk Factors

Risks Associated with Bitcoin and the Bitcoin
network

Limits on bitcoin supply, page 14

    Comment 2. 
    Please revise here and page 35 to disclose the next expected halving event.

Response 2. With respect
to the Staff’s comment, the Trust has revised the disclosure on pages 16, 35, and 37 of the Pre-Effective Amendment.

Spot markets on
which bitcoin trades are relatively new and largely unregulated, page 15

Comment 3. We note your disclosure in the fourth
                                            paragraph that “[w]hile the Trust itself does not buy or sell bitcoin on bitcoin spot
                                            markets, the closure or temporary shutdown of bitcoin exchanges due to fraud, business failure,
                                            hackers or malware, or government-mandated regulation may reduce confidence in the bitcoin
                                            network and can slow down the mass adoption of bitcoin.” Please revise to clarify here
                                            that the Prime Broker may route orders through Connected Trading Venues and hold the Trust’s
                                            assets on Connected Trading Venues.

Response 3. With respect
to the Staff’s comment, the Trust has revised the disclosure on page 17 of the Pre-Effective Amendment.

Large-Scale Sales
or Distributions, page 37

Comment 4. We note your disclosure discussing
                                            the largest 100 bitcoin wallets, the percentage of bitcoin in circulation held by those wallets,
                                            and noting the possibility that some of these wallets may be controlled by the same person
                                            or entity. Please revise to discuss risks associated with Satoshi Nakamoto, early stakeholders,
                                            or others holding a significant stake in bitcoin, to the extent known and material.

Response 4. With respect
to the Staff’s comment, the Trust has revised the disclosure on page 40 of the Pre-Effective Amendment.

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    Page 3

Regulatory Risk

Future legal or
regulatory developments may negatively affect the value of bitcoin, page 49

Comment 5. We note your disclosure that “the
                                            SEC has recently proposed rule changes amending and redesignating rule 206(4)-2
                                            under the Advisers Act.” Please revise to update the status of the proposed amendments
                                            you reference.

Response 5. The referenced
disclosure has been removed.

Bitcoin, Bitcoin
Markets and Regulation of Bitcoin

Bitcoin Protocol,
page 57

Comment 6. Please revise to update your disclosures
                                            relating to Taproot upgrade.

Response 6. With respect
to the Staff’s comment, the Trust has revised the disclosure on page 62 of the Pre-Effective Amendment.

The Trust and Bitcoin
Prices

Use of [ ], page 61

Comment 7. Please revise your disclosure to provide
                                            a materially complete description of the Pricing Benchmark. Please also address the following
                                            in your disclosure regarding the Pricing Benchmark:

 · Include
                                            a table with market share and volume information for each Constituent Exchange comprising
                                            the Pricing Benchmark;

 · Disclose
                                            the extent to which the Sponsor has discretion to select a different index;

 · Disclose
                                            the criteria the Benchmark Provider uses to select the Constituent Exchanges, the frequency
                                            with which the Benchmark Provider evaluates the Constituent Exchanges; and

 · Disclose
                                            whether and how the Sponsor will notify investors of changes to the Pricing Benchmark or
                                            Constituent Exchanges.

Response 7. With respect to the
Staff’s comment, the Trust will provide the complete disclosure in subsequent amendment(s).

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    Page 4

Additional Information
About the Trust

The Trust’s
Fees and Expenses, page 66

Comment 8. Your disclosure notes that “the
                                            Sponsor shall assume and pay all fees and other expenses incurred by the Trust in the ordinary
                                            course of its affairs, excluding taxes, but including … (vi) the fees and expenses
                                            related to any listing, trading or quotation of the Shares on any listing exchange or quotation
                                            system (including legal, marketing and audit fees and expenses).” Please reconcile
                                            this with your disclosure noting that the Sponsor will not assume the fees and expenses related
                                            to the listing on pages 6, 66 and A-1. Please also revise to disclose here and throughout
                                            the registration statement, if true, that the Sponsor Fee includes expenses for bitcoin-related
                                            on-chain transaction fees associated with creation and redemption transactions and transactions
                                            with the Prime Broker.

Response 8. The disclosure on
page 69 of the Pre-Effective Amendment has been revised to clarify that the Sponsor has agreed to pay fees and expenses related to the
initial listing and all future listings of the Trust’s shares pursuant to the Registration Statement. The disclosure on page 84
has been further revised to clarify that the Sponsor Fee includes expenses for bitcoin-related on-chain transaction fees associated with
creation and redemption transactions and transactions with the Prime Broker.

Comment 9. We note your disclosure that, “[i]n
                                            the Sponsor’s sole discretion, all or any portion of a Sponsor-paid Expense may be
                                            redesignated as an Additional Trust Expense, if, among other reasons, the Sponsor determines
                                            that a Sponsor-paid Expense is an extraordinary, non-recurring expense of the Trust.”
                                            Please disclose the criteria the Sponsor will consider or the reasons why the Sponsor may
                                            choose to do this. Please also update any related disclosure throughout the registration
                                            statement.

Response 9. With respect
to the Staff’s comment, the Trust has revised the disclosure on page 69 of the Pre-Effective Amendment.

Termination of
the Trust, page 66

Comment 10. We note your disclosure that in the
                                            event the Trust is terminated “the Sponsor will notify Shareholders at least 30 days
                                            before the date for termination of the Trust Agreement.” Please revise to disclose
                                            how the Shareholders will receive this notification.

Response 10. With respect
to the Staff’s comment, the Trust has revised the disclosure on page 70 of the Pre-Effective Amendment.

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    Page 5

The Trust’s
Service Providers

The Sponsor, page 70

Comment 11. Please revise to discuss the Sponsor’s
                                            experience sponsoring exchange-traded products and specifically its experience related to
                                            crypto asset markets. Please revise to include related risk factor disclosures as appropriate.

Response 11. With respect
to the Staff’s comment, the Trust has revised the disclosure on pages 42 and 72 of the Pre-Effective Amendment.

Custody of the
Trust’s Assets, page 72

Comment 12. We note the Trust intends to use more
                                            than one Bitcoin Custodian. Please revise to discuss the criteria the Sponsor will take into
                                            consideration in determining how much bitcoin to allocate to each Bitcoin Custodian.

Response 12. With respect
to the Staff’s comment, the Trust has revised the disclosure on page 74 of the Pre-Effective Amendment.

Comment 13. We note your statement here that the
                                            Bitcoin Custodians will keep a “substantial portion” of the private keys associated
                                            with the Trust’s bitcoin in cold storage. We also note your disclosure on pages 6
                                            and 72 that “[a]ll of the Trust’s assets and private keys will be held in cold
                                            storage of the Bitcoin Custodians on an ongoing basis.” Please revise for consistency.
                                            In an appropriate section of the registration statement please also describe how transfers
                                            of bitcoin from cold/hot to hot/cold storage occur.

Response
13. With respect to the Staff’s comment, the Trust has revised the disclosure on pages 74, 100 and 101 of the
Pre-Effective Amendment.

Creation and Redemption
of Shares, page 77

Comment 14. Your disclosure states that “[c]reations
                                            and redemptions will generally be ‘on-chain’ transactions reflected in the Trust’s
                                            Vault Account” and that “[u]nder certain circumstances, these transactions may
                                            be ‘off-chain’ transactions that are represented in the books and records of
                                            the Prime Broker.” Please expand your disclosure here to address the situations in
                                            which creations and redemptions will be on-chain transactions recorded on the bitcoin network
                                            and reflected in the Trust’s Vault Account and under what circumstances the transactions
                                            will be off-chain transactions reflected in the Prime Broker’s books and records and
                                            not recorded on the bitcoin network. Similarly, on page 80 you state that “[u]nder
                                            most circumstances, the bitcoin associated with a Creation Basket Deposit will be deposited
                                            with the Bitcoin Custodians in the Trust’s Cold Vault Balance, although in some circumstances,
                                            bitcoin may be deposited outside of cold storage.” Please expand your disclosure to
                                            describe the circumstances in which the bitcoin would be “deposited outside of cold
                                            storage.”

Response 14. With respect
to the Staff’s comment, the Trust has revised the disclosure on pages 84 and 85 of the Pre-Effective Amendment.

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    Page 6

Comment 15. Your disclosure on page 82 that
                                            states “[t]o effectuate a redemption order via an in-kind transaction, the Authorized
                                            Participant will deliver the necessary Shares to the Trust, and the Sponsor will instruct
                                            the Prime Broker to deliver bitcoin to the account of the Authorized Participant or its designated
                                            agent’s account at the Prime Broker” is inconsistent with your disclosure on
                                            the cover page and pages 6 and 12 that states “[w]hen such an Authorized
                                            Participant redeems Shares in-kind, the Trust, through the Bitcoin Custodians, will deliver
                                            bitcoin to the Authorized Participant, or a designated agent thereof, in exchange for its
                                            Shares.” Please revise for clarity and consistency. Separately, we note your disclosure
                                            regarding the suspension or rejection of redemption orders on page 83. Please disclose
                                            whether the Sponsor may also suspend creation orders and how the Trust will notify Shareholders
                                            if it has suspended either creation or redemption orders.

Response 15. With respect
to the Staff’s comment, the Trust has revised the disclosure on pages 86-87  and 88-89 of the Pre-Effective Amendment.

Conflicts of Interest,
page 84.

Comment 16. Please revise to disclose any code
                                            of ethics the Sponsor intends to implement or has implemented to eliminate or mitigate conflicts
                                            of interests.

Response 16. With respect
to the Staff’s comment, the Trust has revised the disclosure on pages 91 of the Pre-Effective Amendment.

Governing Law; Consent to Delaware Jurisdiction,
page 92

Comment 17. We note your disclosure on page 92
                                            that “[e]xcept in limited circumstances, Shareholders will have no voting rights under
                                            the Trust Agreement.” Please revise to disclose the limi