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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 27, 2026

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

                                            Amendment No. 2 to Registration Statement on Form S-1

                                            Filed March 18, 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 March 25, 2026 (the “Comment Letter”), relating to
the Trust’s Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-292586) filed with the Commission
on March 18, 2026 (the “Registration Statement”). On behalf of the Trust, we are concurrently filing via EDGAR
Pre-Effective Amendment No. 3 to the Registration Statement on Form S-1 (the “Pre-Effective Amendment”).

  March 27, 2026

  Page 2

Amendment No. 2
to Registration Statement on Form S-1

 General

 Comment 1. We
                                            note your revisions on page 72 in response to prior comment 1 indicating that AGS Trustees
                                            Limited performs functions similar to those of a traditional Sponsor. Please further clarify
                                            how AGS’s responsibilities differ from those delegated to the Delegated Sponsor. For
                                            example, you disclose that AGS retains approval rights over certain material matters and
                                            maintains ongoing oversight obligations. Please expand this disclosure to identify with greater
                                            specificity the material matters subject to AGS’s approval and the nature of its ongoing
                                            oversight. To the extent no separate Sponsor exists and the Delegated Sponsor is intended
                                            to fulfill the Sponsor’s role, please state this explicitly. In addition, please file
                                            the Appleby Agreements at your earliest convenience and confirm your understanding that we
                                            will need time to review these agreements. We may have additional comments after reviewing
                                            them.

Response
1.            With respect to the Staff’s comment,
the Trust has revised the disclosure on pages 52, 77 and 106 of the Pre-Effective Amendment.

The Trust and Bitcoin Prices

Use of CoinDesk Bitcoin Benchmark 4PM NY Settlement Rate, page 66

 Comment 2. We
                                            note your response to comment 7 in our letter dated February 11, 2026. Please revise
                                            to:

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

 · Disclose
                                            how the Delegated Sponsor will notify shareholders of a change in the Pricing Benchmark
                                            or Benchmark Provider. In this regard, we note your statement on page 67 that the Delegated
                                            Sponsor holds full discretion to change either the Pricing Benchmark or the Benchmark Provider
                                            subject to proper notification to shareholders.

 · Describe
                                            in greater detail the “CoinDesk Exchange Eligibility Methodology.” In this regard,
                                            we note on page 67 that Exchange eligibility is reviewed and updated on a regular
                                            basis according to the CoinDesk Exchange Eligibility Methodology.

 · Describe
                                            in greater detail the composition, role and oversight process of the CCData Benchmark
                                            Oversight Committee. In this regard, we note on page 67 that the Pricing Benchmark
                                            is subject to oversight by the CCData Benchmark Oversight Committee.

Response 2.            With
respect to the Staff’s comment, the Trust has revised the disclosure on pages 3-4 and 67-73 of the Pre-Effective Amendment.

*                                *                                *

If you would like to discuss any of these responses
in further detail or if you have any questions, please feel free to contact me at (212) 698-3526 (tel). Thank you.

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  March 27, 2026

  Page 3

    Best Regards,

    /s/ Allison Fumai

    Allison Fumai

  cc:
  Scott Steel, Morgan Stanley Investment Management Inc.

  Mary E. Mullin, Esq., Morgan Stanley Investment Management Inc.

  Anna Tomczyk, Esq., Dechert LLP

  Neel Maitra, Esq., Dechert LLP

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