SecProbe.io

CORRESP
 1
 filename1.htm

 March
11, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporate Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 GraniteShares
 Gold Trust

 Registration
 Statement on Form S-3

 (File
 No. 333-285296)

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, GraniteShares Gold Trust (the "Trust") hereby requests that the
Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement to become effective on
March 14, 2025 at 9:00 a.m. ET, or as soon thereafter as practicable.

 [The
remainder of this page has been intentionally left blank.]

 Sincerely,

 GRANITESHARES
 GOLD TRUST

 By:

 GraniteShares
 LLC, its Sponsor

 By:
 /s/
 William Rhind

 Name:
 William
 Rhind

 Title:
 Chief
 Executive Officer and Chief Financial Officer

March 6, 2025
William Rhind
Chief Executive Officer and Chief Financial Officer
GraniteShares Gold Trust
c/o GraniteShares LLC
205 Hudson Street, 7th Floor
New York, NY 10013
Re:GraniteShares Gold Trust
Registration Statement on Form S-3
Filed February 27, 2025
File No. 333-285296
Dear William Rhind:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact John Dana Brown at 202-551-3859 with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Tom Conner

CORRESP
1
filename1.htm

April
21, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    GraniteShares
    Gold Trust

    Registration
    Statement on Form S-3

    (File
    No. 333-263774)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, GraniteShares Gold Trust (the “Trust”) hereby requests that the
Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement to become effective on
April 25, 2022 at 9:00 a.m. ET, or as soon thereafter as practicable.

[The
remainder of this page has been intentionally left blank.]

    Sincerely,

    GRANITESHARES GOLD TRUST

    By:

    GraniteShares
    LLC, its Sponsor

    By:

    Name:
    William
    Rhind

    Title:
    Chief
    Executive Officer and Chief Financial Officer

CORRESP
1
filename1.htm

April 07, 2022

Via
EDGAR Transmission

Ms.
Jessica Livingston

United States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    GraniteShares
    Gold Trust

    Registration
    Statement on Form S-3

    Filed
    March 22, 2022

    File
    No. 333-263774

Dear
Ms. Livingston:

On
behalf of GraniteShares Gold Trust (the “Trust”), we are writing in response to the letter from the staff (the
“Staff”) of the Division of Corporation Finance, Office of Finance, of the U.S. Securities and Exchange Commission
(the “Commission”), dated March 31, 2022 (the “Comment Letter”), relating to the
Trust’s Registration Statement on Form S-3, submitted to the Commission on March 22, 2022. A response to the comment in the Comment
Letter is set forth in this letter, and the Trust is concurrently submitting an amended Registration Statement on Form S-3 (the “Amended
Registration Statement”).

Please
note that, for the Staff’s convenience, we have recited the Staff’s comment and provided the Trust’s response to such
comment immediately thereafter.

Form
S-3 filed March 22. 2022

Prospectus
Summary, page 2

    1.
    Please
    prominently discuss here and in the Description of the Gold Industry on page 16 the impact of current geopolitical events on the
    gold market and the Trust. Please place this discussion in context by quantifying the relative contribution of Russia and Ukraine
    in the gold market. If you do not expect the impact to be material, please discuss why.

    Response:
    In
    response to the Staff’s comment, the Trust has included disclosure regarding the impact of current geopolitical events on the
    gold market and the Trust on pages 3 and 17 of the Amended Registration Statement. Such disclosures include quantification
    of the contribution of Russia in the gold market. The Trust does not believe quantification of the contribution of Ukraine to be
    material because of Ukraine’s relatively small contribution in the gold market. The added disclosures also add context by quantifying
    the impacts of current geopolitical events on the gold market with respect to gold prices, the price of the Trust’s shares,
    and the change in trading volume of the Trust’s shares.

    In
    response to the Staff’s comment, the Trust has also included an additional Summary Risk Factor regarding the potential effects
    of war and other geopolitical events on the Trust on page 4 of the Amended Registration Statement and updated the corresponding
    risk factor caption on page 15.

We
appreciate the Staff’s comment and request the Staff contact Naveen Pogula of Thompson Hine, LLP, counsel to the Trust, at (404)
541-2913 or the Trust at (646) 876-5096 with any questions or comments regarding this letter.

    Very
    truly yours,

    /s/
                                            Thompson Hine LLP

    THOMPSON HINE LLP

    cc:
    Sandra
    Hunter Berkheimer, U.S. Securities and Exchange Commission

    Benoit
    Autier, GraniteShares Gold Trust

    Naveen
    Pogula, Thompson Hine LLP

United States securities and exchange commission logo
March 31, 2022
Benoit Autier
Chief Accounting Officer
GraniteShares Gold Trust
205 Hudson Street
7th Floor
New York, NY 10013
Re:GraniteShares Gold Trust
Registration Statement on Form S-3
Filed March 22, 2022
File No. 333-263774
Dear Mr. Autier:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Form S-3 filed March 22. 2022
Prospectus Summary, page 2
1.Please prominently discuss here and in the Description of the Gold Industry on page 16
the impact of current geopolitical events on the gold market and the Trust. Please place
this discussion in context by quantifying the relative contribution of Russia and Ukraine in
the gold market. If you do not expect the impact to be material, please discuss why.
            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.

 FirstName LastNameBenoit Autier
 Comapany NameGraniteShares Gold Trust
 March 31, 2022 Page 2
 FirstName LastName
Benoit Autier
GraniteShares Gold Trust
March 31, 2022
Page 2
            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 Jessica Livingston at 202-551-3448 or Sandra Hunter Berkheimer at 202-
551-3758 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Naveen Pogula

United States securities and exchange commission logo
January 24, 2022
William Rhind
Chief Executive Officer and Chief Financial Officer
GraniteShares Gold Trust
c/o GraniteShares LLC
205 Hudson Street, 7th floor
New York, NY 10013
Re:GraniteShares Gold Trust
Form 10-K for Fiscal Year Ended June 30, 2021
Filed on August 13, 2021
File No. 001-38195
Dear Mr. Rhind:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

    January
    21, 2022

    William
    Rhind

    VIA
    EDGAR CORRESPONDANCE

    CEO
    and CFO

    GraniteShares
    Gold Trust

    +1
    646 876 5049

    William.rhind@graniteshares.com

United
States Securities and Exchange Commission

Division
of Investment Management

100
F Street, NE

Washington,
DC 20549

Att:
Becky Chow, Staff Accountant, and John Spitz, Staff Accountant,

    Re:
    GraniteShares
    Gold Trust

    Form
    10-K for Fiscal Year Ended June 30, 2021

    Filed
    on August 13, 2021

    File
    No. 001-38195

Dear
Ms. Chow and Mr. Spitz,

We
are writing in response to the Staff’s comments provided telephonically on January 19, 2022, with respect to your review of the
GraniteShares Gold Trust’s 10-K for fiscal year ended June 30, 2021 (file No. 001-38195).

For
ease of reference, the headings and numbers of responses set forth below correspond to the headings and numbers in the Staff’s
comments, and we have set forth below, in italics, the text of the Staff’s comments prior to the response.

Form
10-K for Fiscal Year Ended June 30, 2021

Report
of Independent Registered Public Accounting Firm, page F-2

 1- We
                                            note that your independent accountant’s report only opines on the financial statements
                                            as of and for the years ended June 30, 2021 and 2020, and refers to an other auditors report
                                            on the financial statements as of June 30, 2019. However, we note that the other auditors
                                            report is not included in your filing. Please amend your filing to include an audit report
                                            of your former independent registered public accounting firm to comply with the requirements
                                            of Rule 2-05 of Regulation S-X.

Response

We
acknowledge the Staff’s comment regarding the inclusion of the audit report of our former independent registered public accounting
firm to comply with the requirements of Rule 2-05 of Regulation S-X.

In
accordance with the Staff’s comments, we will file an amended form 10-K for Fiscal Year Ended June 30, 2021, which will include
the audit report related to the 2019 financial statements.

Should
you have any questions or comments concerning this response to your comment letter, please contact me at 646-876-5049.

    Sincerely,

    /s/
    William Rhind

    William
    Rhind

    Chief
    Executive Officer and Chief Financial Officer

    GraniteShares
    Gold Trust

United States securities and exchange commission logo
January 19, 2022
William Rhind
Chief Executive Officer and Chief Financial Officer
GraniteShares Gold Trust
c/o GraniteShares LLC
205 Hudson Street, 7th floor
New York, NY 10013
Re:GraniteShares Gold Trust
Form 10-K for Fiscal Year Ended June 30, 2021
Filed on August 13, 2021
File No. 001-38195
Dear Mr. Rhind:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for Fiscal Year Ended June 30, 2021
Report of Independent Registered Public Accounting Firm, page F-2
1.We note that your independent accountant's report only opines on the financial statements
as of and for the years ended June 30, 2021 and 2020, and refers to an other auditors
report on the financial statements as of June 30, 2019. However, we note that the other
auditors report is not included in your filing. Please amend your filing to include an audit
report of your former independent registered public accounting firm to comply with the
requirements of Rule 2-05 of Regulation S-X.
            In closing, 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.

 FirstName LastNameWilliam Rhind
 Comapany NameGraniteShares Gold Trust
 January 19, 2022 Page 2
 FirstName LastName
William Rhind
GraniteShares Gold Trust
January 19, 2022
Page 2

            You may contact Becky Chow, Staff Accountant, at (202) 551-6524, or John Spitz, Staff
Accountant, at (202) 551-3484 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

March
28, 2019

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Investment Management

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    GraniteShares
    Gold Trust

    Registration
    Statement on Form S-3

    (File
    No. 333-230462)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, GraniteShares Gold Trust (the “Trust”) hereby requests that
the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement to become
effective on April 1, 2019 at 9:00 a.m. ET, or as soon thereafter as practicable.

[The
remainder of this page has been intentionally left blank.]

    Sincerely,

    GRANITESHARES
    GOLD TRUST

    By:

    GraniteShares
    LLC, its Sponsor

    By:
    /s/
    William Rhind

    Name:
    William
    Rhind

    Title:
    Chief
    Executive Officer and Chief Financial Officer

March 27, 2019
William Rhind
Chief Executive Officer and Chief Financial Officer
GraniteShares Gold Trust
c/o GraniteShares LLC
205 Hudson Street, 7th Floor
New York, New York 10013
Re:GraniteShares Gold Trust
Registration Statement on Form S-3
Filed March 22, 2019
File No. 333-230462
Dear Mr. Rhind:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Rahul K. Patel, Staff Attorney, at (202) 551-3799 or Erin E. Martin, Legal
Branch Chief, at (202) 551-3391 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate and
Commodities
cc:       W. Thomas Conner

CORRESP
1
filename1.htm

    Chicago

        New
        York

        Washington,
        DC

        London

        San
        Francisco

        Los
        Angeles

        Singapore

        vedderprice.com

    March
    22, 2019
    W.
        Thomas Conner

        Shareholder

        +1
        202 312 3331

        tconner@vedderprice.com

via
EDGAR TRANSMISSION

U.S.
Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

    Re:
    GraniteShares
    Gold Trust

    Registration
    Statement on Form S-3

    CIK
    No. 0001690437

To
the Commission:

On
behalf of GraniteShares Gold Trust (the “Trust”), we are transmitting electronically for filing the Trust’s
Registration Statement on Form S-3.

If
you have any questions or comments, please call the undersigned at (202) 312-3331 or John Sanders at (202) 312-3332.

Sincerely,

W.
Thomas Conner

Shareholder

    cc:
    William
    Rhind

    Benoit
    Autier

    John
    Sanders

Mailstop 3233
June 6, 2018

Via E -mail
William Rhind
Chief Executive Officer and Chief Financial Officer
GraniteShares LLC
205 Hudson Street, 7th Floor
New York, NY  10013

Re: GraniteShares Gold Trust
  Registration Statement on Form S-1
Filed  June 5, 2018
  File No.  333-225431

Dear Mr. Rhind :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  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.

Please  contact me at 202 -551-3758 with any questions.

Sincerely,

 /s/ Sandra Hunter Berkheimer

Sandra Hunter Berkheimer
Staff Attorney
Office of Real Estate and
Commodities

cc: W. Thomas Conner , Esq.
 Vedder Price P.C.
 Via E -mail

CORRESP
1
filename1.htm

June
6, 2018

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Investment Management

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    GraniteShares
    Gold Trust

    Registration
    Statement on Form S-1

    (File
    No. 333-225431)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, GraniteShares Gold Trust (the “Trust”) hereby requests that
the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement to become
effective on June 6, 2018 at 4:00 p.m. ET, or as soon thereafter as practicable.

[The
remainder of this page has been intentionally left blank.]

Sincerely,

    GRANITESHARES GOLD TRUST

    By:
    GraniteShares LLC,
    its Sponsor

    By:
    /s/
    William     Rhind

    Name:
    William Rhind

    Title:
    Chief Executive
    Officer and Chief Financial Officer

CORRESP
1
filename1.htm

From:

Conner, W. Thomas

Sent:

Monday, July 31, 2017 11:41 AM

To:

Patel, Rahul

Cc:

Lewis, Luisa M.; Gonzalez, Victor J.

Subject:

[FS#22317001] GraniteShares Gold Trust (File No.
333-219319) Fact Sheet

Rahul:

In your correspondence with GraniteShares Gold Trust
dated June 2, 2017, Comment 3 asked that to the extent the registrant uses a fact sheet, it provide the staff with the fact sheet
when it becomes available.

Please find attached the current fact sheet as proposed
to be used. Please let us know if the fact sheet also needs to be filed on EDGAR.

Best regards,

Tom

GraniteShares
Trust

BAR

INVESTMENT
OBJECTIVE

The GraniteShares
Gold Trust is designed to seek the performance of the price of gold less trust expenses.

    Physically backed. The trust holds
    physical gold bars in a secure vault

    Transparent bar list posted daily

    Cost effective access to physical
    gold

    GraniteShares Gold Trust

    Trust CHARACTERISTICS
    As of 6/30/2017

    PRODUCT
    TICKER
    BAR

    AUM
    TBD

    SPONSOR
    FEE
    0.20%

    INCEPTION
    DATE
    TBD

    BENCHMARK
    GOLD

    CUSIP
    TBD

    EXCHANGE
    NYSE
    Arca

    IOPV
    TICKER
    BARIV

    REPLICATION
    PHYSICAL

    VAULT
    LOCATION
    LONDON

    CUSTODIAN
    ICBC
    STANDARD BANK PLC

    VAULT
    INSPECTOR
    INSPECTORATE
    INT’L

    VAULT
    INSPECTION FREQUENCY
    TWICE
    ANNUALLY

    TRUSTEE
    BNY
    MELLON

PERFORMANCE
AS OF TBC

    1 month
    3 month
    YTD
    1 Year
    3 Year
    Since Inception

    BAR NAV

    BAR Market Price

    Gold
    -1.89%
    -0.21%
    8.41%
    -05.94%
    -5.53%

Performance
As of TBC data quoted represents past Performance As of TBC and is no guarantee of future results. Current Performance As of
TBC may be lower or higher than the Performance As of TBC data quoted. Investment return and principal value will fluctuate
so that an investor’s shares, when redeemed, may be worth more or less than original cost. Returns less than one year
are not annualized. NAV prices are used to calculate market price Performance As of TBC prior to the date when the Trust
first traded on the New York Stock Exchange. Market Performance As of TBC is determined using the bid/ask midpoint at 4:00pm
Eastern time, when the NAV is typically calculated. Market Performance As of TBC does not represent the returns you would
receive if you traded shares at other times. For the Trust’s most recent month end Performance As of TBC, please call
1(844) 476-8747 or visit www. graniteshares.com.

COMMODITY
SECTOR BREAKDOWN:

    ■  Physical
    Gold
    100%

    30 Vesey Street,

    9th Floor, New York,

NY 10007
    844-476-8747

    info@graniteshares.com

    graniteshares.com

    BAR
    GraniteShares Trust

DISCLAIMER

This material must be preceded or accompanied
by a prospectus. Please read the prospectus carefully before investing or sending money. To obtain a prospectus visit the link
www.graniteshares.com/Trusts

Shares of the Trust are not insured by the Federal
Deposit Insurance Corporation (“FDIC”), may lose value and have no bank guarantee.

BAR is not a mutual fund or any other type of
Investment Company within the meaning of the Investment Company Act of 1940, as amended, and is not subject to regulation thereunder.

The Trust is not a commodity pool for purposes
of the Commodity Exchange Act of 1936, as amended.

The Trust is recently formed and has a limited
history of operations. There can be no assurances that its objective will be met.

Trust shares trade like stocks, are subject to
investment risk and will fluctuate in market value. The value of Trust shares relates directly to the value of the gold held by
the Trust (less its expenses), and fluctuations in the price of gold could materially and adversely affect an investment in the
shares. The price received upon the sale of the shares, which trade at market price, may be more or less than the value of the
gold represented by them. Shares of the Trust are bought and sold at market price. Brokerage commissions will reduce returns.

Market Price: The current price at which shares
are bought and sold. Market returns are based upon the last trade price.

NAV: The dollar value of a single share, based
on the value of the underlying assets of the Trust minus its liabilities, divided by the number of shares outstanding. Calculated
at the end of each business day.

Physical Replication: The Trust owns the underlying
assets of the index whether they are stocks, bonds, or in this case, gold bars.

The objective of the Trust is for the value of
the Shares to reflect, at any given time, the value of the assets owned by the Trust at that time less the Trust’s accrued
expenses and liabilities as of that time. The Shares are intended to constitute a simple and cost-effective means of making an
investment similar to an investment in gold. An investment in allocated physical gold bullion requires expensive and sometimes
complicated arrangements in connection with the assay, transportation and warehousing of the metal. Traditionally, such expense
and complications have resulted in investments in physical gold bullion being efficient only in amounts beyond the reach of many
investors. The Shares have been designed to remove the obstacles represented by the expense and complications involved in an investment
in physical gold bullion, while at the same time having an intrinsic value that reflects, at any given time, the price of the assets
owned by the Trust at such time less the Trust expenses and liabilities. Although the Shares are not the exact equivalent of an
investment in gold, they provide investors with an alternative that allows a level of participation in the gold market through
the securities market.

The Sponsor of the Trust is GraniteShares LLC.

THE TRUST IS DISTRIBUTED BY FORESIDE FUND SERVICES,
LLC. GRANITESHARES IS NOT AFFILIATED WITH FORESIDE FUND SERVICES, LLC

Trust RISKS

Investing in the shares involves significant
risks, including possible loss of principal. You could lose money on an investment in the Trust. For a more complete discussion
of risk factors relative to the Trust, carefully read the prospectus.

Shares are created to reflect the price of the
gold held by the Trust, the market price of the shares will be as unpredictable as the price of gold has historically been. This
creates the potential for losses, regardless of whether you hold Shares for the short-, mid- or long-term.

The amount of gold represented by each share
will decrease over the life of the Trust due to the sales of gold necessary to pay the Sponsor’s Fee and Trust expenses.
Without increases in the price of gold sufficient to compensate for that decrease, the price of the Shares will also decline and
you will lose money on your investment in shares.

The Trust is a passive investment vehicle. The
price received upon the sale of shares may be less than the value of the gold represented by them.

The Trust is not a diversified investment, it
may be more volatile than other investments.

The Trust may be forced to sell gold earlier
than anticipated if expenses are higher than expected.

The Sponsor has no history of operating an investment
vehicle like the Trust, its experience may be inadequate or unsuitable to manage the Trust.

Gold Benchmark - LBMA Gold Price PM. ICE Benchmark
Administration (IBA) is the administrator for the LBMA Gold Price 2017 GraniteShares Inc. All rights reserved. GraniteShares,
GraniteShares Trusts, and the GraniteShares logo are registered and unregistered trademarks of GraniteShares Inc., in the United
States and elsewhere. All other marks are the property of their respective owners.

    30 Vesey Street,
    844-476-8747

    9th Floor, New York,
    info@graniteshares.com

    NY 10007
    graniteshares.com

CORRESP
1
filename1.htm

August 29, 2017

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

 Re: GraniteShares Gold Trust

Registration Statement on Form S-1

(File No. 333-219319)

Ladies and Gentlemen:

Pursuant to Rule
461 under the Securities Act of 1933, as amended, GraniteShares Gold Trust (the “Trust”) hereby requests that the
Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement to become
effective on August 29, 2017 at 12:00 p.m. ET, or as soon thereafter as practicable.

[The remainder of this page has been intentionally
left blank.]

    Sincerely,

        GRANITESHARES GOLD TRUST

        By: GraniteShares LLC, its Sponsor

        By: 	/s/ William Rhind

        Name: William Rhind

        Title: Chief Executive Officer and Chief Financial Officer

CORRESP
1
filename1.htm

    VIA
                            EDGAR

                            Ms. Kim McManus

                            U.S. Securities and Exchange Commission

                            Division of Corporate Finance

                            100 F Street NE

                            Washington, DC 20549

Re:

GraniteShares
Gold Trust (the “Registrant”)

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

confidentially submitted on June 2, 2017

CIK No. 0001690437

Dear
Ms. McManus:

On
behalf of GraniteShares Gold Trust (the “Trust”), this letter is in response to the written comments you provided
on June 28, 2017 regarding the above-referenced draft registration statement (the “Registration Statement).

Risk
Factors

1.

Comment:
We note your disclosure on page 20, indicating that the Sponsor and Trustee may amend the Trust Agreement without the consent
of the holders of the Shares. You also state that in some circumstances the Sponsor and Trustee may amend the Trust Agreement,
however, such amendment may not become effective until 30 days after the Trustee notifies DTC of the amendment, at which time
registered and beneficial owners of the Shares are deemed to agree to the amendment. Please revise to include robust risk factor
disclosure associated with this negative consent provision or tell us if you believe additional disclosure is not necessary.

Response:
The Registrant has updated the disclosure under the paragraph headed “The Sponsor and the Trustee may agree to amend
the Trust Agreement without the consent of the Shareholders” on page 22 as follows:

The
Sponsor and the Trustee may agree to amend the Trust Agreement, including to increase the Sponsor’s Fee, without Shareholder
consent. If an amendment imposes new fees and charges or increases existing fees or charges, including the Sponsor’s Fee
(except for taxes and other governmental charges, registration fees or other such expenses, or prejudices a substantial right
of Shareholders), it will become effective for outstanding Shares 30 days after notice of such amendment is given to registered
owners. Shareholders that are not registered owners (which most shareholders will not be) may not receive specific notice of a
fee increase other than through an amendment to the prospectus. Moreover, at the time an amendment becomes effective, by continuing
to hold Shares, Shareholders are deemed to agree to the amendment and to be bound by the Trust Agreement as amended without specific
agreement to such increase (other than through the “negative consent” procedure described above).

Ms. Kim
McManus

July
17, 2017

Page 2

Plan
of Distribution

2.

Comment: We note your revised disclosure in response to comment 4 that the initial Baskets will be purchased
by an initial Authorized Participant. Please also revise your disclosure to state that the initial Authorized Participant will
be a statutory underwriter.

Response:
The Registrant has added the following disclosure as the second sentence to the fourth paragraph on page 57:

The
initial Authorized Participant was acting as a statutory underwriter in connection with the initial purchase of shares.

Draft
Exhibit 5.1

3.

Comment: Refer to the fourth paragraph. The opinion provides that the shares will be validly authorized when
sold in accordance with . . . “the requirements of applicable federal and state law.” This qualification appears overly
broad and may be read to assume material facts underlying the required opinion. Please revise to eliminate this qualification
or explain why it is necessary and appropriate. Refer to SLB No. 19.

	Response:	The
Registrant has updated the disclosure as follows:

“…we
are of the opinion that the Shares proposed to be offered and sold pursuant to the Registration Statement, when it is made effective
by the Commission or otherwise pursuant to the rules and regulations of the Commission, will have been validly authorized by the
Trust and, when sold in accordance with the terms of and in the manner contemplated by the Registration Statement will be validly
issued, fully paid and non-assessable.”

*            *            *

If
you have any questions regarding this letter, please call W. Thomas Conner at (202) 312-3331.

    Very
                           truly yours,

        /s/
        W. Thomas Conner

        W.
        Thomas Conner

        Shareholder

WTC

cc:

William
Rhind

Benoit Autier

Peter McPhun

Wilson Lee

Mail Stop 3233
June 28, 2017

Via E -mail
William Rhind
CEO, Founder
GraniteShares LLC
30 Vesey Street
New York, NY 10007

Re: GraniteShares Gold Trust
Amendment No. 1  to
Draft Registration Statement on Form S -1
Submitted June 2, 2017
  CIK No. 0001690437

Dear Mr. Rhind :

We have reviewed your amended draft registration statement  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this lette r by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an a mendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

Risk Factors, page 7

1. We note your disclosure on page 20, indicating that the Sponsor and Trustee may amend
the Trust Agreement without the consent of the holders of the Shares.  You also state that
in some circumstances the Sponsor and Trustee may amend t he Trust Agreement,
however, such amendment may not become effective until 30 days after the Trustee
notifies DTC of the amendment, at which time registered and beneficial owners of the
Shares are deemed to agree to the amendment.  Please revise to include  robust risk factor
disclosure associated with this negative consent provision or tell us if you believe
additional disclosure is not necessary.

William Rhind
GraniteShares Gold Trust
June 28, 2017
Page 2

 Plan of Distribution, page 32

2. We note your revised disclosure in response to comment 4 that the initial Bask ets will be
purchased by an initial Authorized Participant.  Please also revise your disclosure to state
that the initial Authorized Participant will be a statutory underwriter.

Draft Exhibit 5.1

3. Refer to the fourth paragraph.  The opinion provides that the shares will be validly
authorized when sold in accordance with . . . “the requirements of applicable federal and
state law.” This qualification appears overly broad and may be read to assume material
facts underlying the required opinion.  Please revis e to eliminate this qualification or
explain why it is necessary and appropriate.  Refer to SLB No. 19.

You may contact Peter McPhun, Staff Accountant , at (202) 551 -3581 or Wilson Lee,
Senior Staff Accountant,  at (202) 551 -3468 if you have questions regar ding comments on the
financial statements and related matters.  Please contact Rahul K. Patel, Staff Attorney , at (202)
551-3799 or me at (202) 551 -3215 with any other questions.

Sincerely,

 /s/ Kim McManus

Kim McManus
Senior Attorney
Office of Real Estate and
Commodities

cc: Thomas W. Conner, Esq.

Mail Stop 3233
January 31, 2017

Via E -mail
William Rhind
CEO, Founder
GraniteShares LLC
30 Vesey Street
New York, NY 10007

Re: GraniteShares Gold Trust
Draft Registration Statement on Form S -1
Submitted January 4, 2017
  CIK No. 0001690437

Dear Mr. Rhind :

We have reviewed your draft registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the  requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

General

1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securitie s Act,
whether or not they retain copies of the communications.

2. Please provide us with copies of any graphics, maps, photographs, and related captions or
other artwork including logos that you intend to use in the prospectus.  Such graphics and
pictorial  representations should not be included in any preliminary prospectus distributed
to prospective investors prior to our review.

3. To the extent you intend to use a fact sheet, please provide us with a copy for our review.

William Rhind
GraniteShares Gold Trust
January 31, 2017
Page 2

 4. We note your disclosure on page 33 that the Initial Purchaser will not act as an
Authorized Participant with respect to the initial Baskets, and its activities with respect to
the initial baskets will be distinct from those of an Authorized Participant.  Please revise
to clarify how its act ivities with respect to the initial Baskets will be distinct from those
of an Authorized Participant.  Tell us if the Initial Purchaser is a registered broker -dealer
or affiliated with the Sponsor.  Please also clarify whether the Initial Purchaser is a
statutory underwriter and whether the Initial Purchaser may act as an Authorized
Participant to create baskets in the future.

5. Please provide the information required by Item 401 of Regulation S -K for persons of the
Sponsor who will perform policy making fun ctions for the Trust that are typically
performed by the executive officers or advise.  Please see Rule 405 of Regulation C.

Prospectus Cover Page

6. We note your disclosure that the NAV per share is calculated using the current price of
the Trust’s total a ssets.  Please revise your disclosure on the prospectus cover page to
specify that the price will be based on the LBMA Gold Price PM.

7. Please revise your disclosure on the prospectus cover page to identify the Initial
Purchaser.

Exhibits

8. Please file all required exhibits as promptly as possible. If you are not in a position to file
your legal and tax opinions in the next amendment, please provide a draft copy for us to
review.

You may contact Peter McPhun, Staff Accountant , at (202) 551 -3581  or Wilson Lee,
Senior Staff Accountant,  at (202) 551 -3468  if you have questions regarding comments on the
financial statements and related matters.  Please contact Rahul K. Patel, Staff Attorney , at (202)
551-3799  or me at (202) 551 -3233  with any other questions.

Sincerely,

 /s/ Tom Kluck

Tom Kluck
Legal Branch Chief
Office of Real Estate and
Commodities

cc: Thomas W. Conner, Esq.