SecProbe.io

CORRESP
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 Bitwise Bitcoin ETF
250 Montgomery Street, Suite 200

 San Francisco, California 94104

 July 31, 2025

 VIA EDGAR CORRESPONDENCE

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

 Re: Bitwise Bitcoin ETF
(the "Registrant" )

 Ladies and Gentlemen:

 The undersigned, Bitwise Bitcoin ETF (the " Registrant "),
pursuant to the provisions of Rule 461 of the General Rules and Conditions of the Securities and Exchange Commission (the " Commission ")
under the Securities Act of 1933, as amended, hereby respectfully request that the Commission grant acceleration of the effectiveness
of Pre-Effective Amendment No. 3 to the Registrant's Registration Statement on Form S-3 (Registration No. 333-287903), filed on
July 31, 2025, so that the same may become effective at 5:00 p.m. Eastern Time on July 31, 2025 or as soon thereafter
as practicable.

 Very truly yours,

 Bitwise Investment Advisers, LLC,

 Sponsor of the Bitwise Bitcoin ETF

 By:
 /s/ Paul (Teddy) Fusaro

 Name:
 Paul (Teddy) Fusaro

 Title:
 Chief Operating Officer and Secretary

CORRESP
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 Richard Coyle

 Partner
 Chapman and Cutler LLP

 320 South Canal Street, 27th Floor

 Chicago, Illinois 60606

 T (312) 845-3724

 rcoyle@chapman.com

 June 23, 2025

 Via EDGAR Correspondence

 United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

 Re:
 Bitwise Bitcoin ETF

 File No. 333-287903

 Dear Ms. Bednarowski and Ms. Cheng:

 This letter responds to your
comments regarding the registration statement filed on Form S-3 for the Bitwise Bitcoin ETF (the "Trust" ) with the
Staff of the Securities and Exchange Commission (the "Staff" ) on June 10, 2025 (the "Registration Statement" ).
Capitalized terms used herein, but not otherwise defined, have the meanings ascribed to them in the Registration Statement.

 Comment 1 – Cover
Page

 The Staff notes your disclosure
on the cover page that "[p]rior to this offering, there has been no public market for the Shares." Please revise to update
your cover page.

 Response to Comment 1

 The referenced disclosure
has been deleted.

 June 23, 2025

 Page 2

 Comment 2 – Prospectus
Summary – Purchases and Sales of Bitcoin, page 3

 Please revise to disclose
the material terms of the agreements with the Bitcoin Trading Counterparties.

 Response to Comment 2

 The Sponsor, on behalf of
the Registrant, declines to include the requested disclosure in the Prospectus Summary as the material terms of such agreements are limited
to their term and the indemnification arrangements between the parties, neither of which rise to level of materiality to warrant their
inclusion in the Prospectus Summary. Nevertheless, the following robust disclosure has been added to the section entitled "Material
Contracts":

 Master
 Purchase and Sale Agreement for Digital Assets

 The Sponsor, on behalf of the Trust, has entered
into a Master Purchase and Sale Agreement for Digital Assets with each Bitcoin Trading Counterparty. This agreement set forth the general
parameters under which a transaction in bitcoin will be effectuated, should any transaction with a Bitcoin Trading Counterparty occur.
The agreement shall remain in effect until terminated in writing by either the Trust or the Bitcoin Trading Counterparty. The Bitcoin
Trading Counterparty shall have no liability: (i) with respect to any breach of the agreement which does not arise from its bad faith
or gross negligence, (ii) for any act or omission (including insolvency) or delay of any third party, including any bank, digital wallet
provider or digital currency exchange or any of their agents or subcontractors, (iii) for any interruption or delays of service, system
failure, or errors in the design or functioning of any electronic system, or (iv) for any consequential, indirect, incidental, or any
similar damages (even if informed of the possibility or likelihood of such damages). The Trust and Sponsor will each, on a several basis
(and without duplication), indemnify, defend and hold the Bitcoin Trading Counterparty harmless together with its officers, directors,
members, partners, affiliates and employees, agents and licensors (the "Indemnified Parties") from and against all losses,
liabilities, judgments, proceedings, claims, damages and costs (including attorneys' fees) resulting from any third-party action
related to: (i) the Trust's breach of the terms of the agreement, (ii) the Trust's violation of any applicable law, rule
or regulation, (iii) Bitcoin Trading Counterparty's reliance on any instruction (in whatever form delivered) which it reasonably
believed to have been given by the Trust, or (iv) other acts or omissions in connection with the execution of transactions with the Bitcoin
Trading Counterparty.

 June 23, 2025

 Page 3

 Comment 3 – The
Trust's Service Providers – The Bitcoin Custodian, page 5

 The Staff notes that the Trust
may retain additional bitcoin custodians from time to time. Please revise to disclose the criteria, if any, that the Sponsor and the Trust
will use to select such additional bitcoin custodians.

 Response
to Comment 3

 Pursuant to the Staff's
comment, the following disclosure has been added to the referenced section of the Registration Statement:

 In selecting a Future Bitcoin Custodian, the
Sponsor, on behalf of the Trust, will consider a number of factors, including, but not limited to, regulatory compliance, operational
security, insurance coverage, institutional reputation, and demonstrated experience safely storing large digital asset holdings.

 Comment
4 – Creation and Redemption of Shares, page 91

 The Staff notes your disclosure
on page 92 that the manner by which creations and redemptions are made is dictated by the terms of the Authorized Participant Agreement.
Please revise to identify the current Authorized Participants that have Authorized Participant Agreements that allow for only cash, only
in-kind, and both cash and in-kind creations and redemptions.

 Response
to Comment 4

 Pursuant to the Staff's
comment, the following disclosure has been added to the referenced section of the Registration Statement:

 As of May 23, 2025, Jane Street Capital, LLC,
Marex Financial, Macquarie Capital (USA) Inc., Goldman Sachs Group, Inc., Citadel LLC, Virtu Americas LLC, and The Bank of New York Mellon
Corporation have executed Authorized Participant Agreements with the Trust. Pursuant to the terms of those Authorized Participant Agreements,
each such Authorized Participant, except for Marex Financial and The Bank of New York Mellon Corporation, may conduct Cash Creations,
Cash Redemptions, In-Kind Creations and In-Kind Redemptions. As of May 23, 2025, Marex Financial and The Bank of New York Mellon Corporation
may only conduct Cash Creations and Cash Redemptions.

 June 23, 2025

 Page 4

 Comment
5 – Creation and Redemption of Shares, page 91

 Please reconcile your disclosures
in this section relating to timing of placing of Creation Orders and Redemption Orders for in-kind transactions, Sections 2.08(a) and
2.09(a) of the Trust Agreement, and Schedule 1 to the Authorized Participant Agreement.

 Response
to Comment 5

 The order cut-off times in
the Registration Statement have been revised to align with Sections 2.08(a) and 2.09(a) of the Trust Agreement, and Schedule 1 to the
Authorized Participant Agreement.

 ********

 Please call me at (312) 845-3724
if you have any questions or issues you would like to discuss regarding these matters.

 Sincerely yours,

 Chapman and Cutler llp

 By:
 /s/ Richard Coyle

 Richard Coyle

 cc: Katherine Dowling, Esq., General Counsel of Bitwise Asset
Management

 James
Audette, Esq., Chapman and Cutler LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 18, 2025

Hunter Horsley
President
Bitwise Bitcoin ETF
250 Montgomery Street, Suite 200
San Francisco, California 94104

 Re: Bitwise Bitcoin ETF
 Registration Statement on Form S-3
 Filed June 10, 2025
 File No. 333-287903
Dear Hunter Horsley:

 We have conducted a limited review of 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.

Registration Statement on Form S-3
Cover Page

1. We note your disclosure on the cover page that "[p]rior to this
offering, there has been
 no public market for the Shares." Please revise to update your cover
page.
Prospectus Summary
Purchases and Sales of Bitcoin, page 3

2. Please revise to disclose the material terms of the agreements with the
Bitcoin Trading
 Counterparties.
 June 18, 2025
Page 2
The Trust's Service Providers
The Bitcoin Custodian, page 5

3. We note that the Trust may retain additional bitcoin custodians from
time to time.
 Please revise to disclose the criteria, if any, that the Sponsor and the
Trust will use to
 select such additional bitcoin custodians.
Creation and Redemption of Shares, page 91

4. We note your disclosure on page 92 that the manner by which creations
and
 redemptions are made is dictated by the terms of the Authorized
Participant
 Agreement. Please revise to identify the current Authorized Participants
that have
 Authorized Participant Agreements that allow for only cash, only
in-kind, and both
 cash and in-kind creations and redemptions.
5. Please reconcile your disclosures in this section relating to timing of
placing of
 Creation Orders and Redemption Orders for in-kind transactions, Sections
2.08(a) and
 2.09(a) of the Trust Agreement, and Schedule 1 to the Authorized
Participant
 Agreement.

 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 Lulu Cheng at 202-551-3811 or Sonia Bednarowski at
202-551-3666
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
cc: Richard Coyle
</TEXT>
</DOCUMENT>

CORRESP
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Bitwise Bitcoin ETF

250 Montgomery Street, Suite 200

San Francisco, California 94104

January 9, 2024

VIA EDGAR CORRESPONDENCE

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 Re: Bitwise Bitcoin ETF

(the “Registrant”)

Ladies and Gentlemen:

The undersigned, Bitwise Bitcoin ETF (the
“Registrant”), pursuant to the provisions of Rule 461 of the General Rules and Conditions of the Securities and
Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, hereby respectfully request
that the Commission grant acceleration of the effectiveness of Amendment No. 5 to the Registrant’s Registration Statement on
Form S-1 (Registration No. 333-260235), filed on January 9, 2024, so that the same may become effective at 5:00 p.m. Eastern Time on
January 10, 2024 or as soon thereafter as practicable.

  Very truly yours,

  Bitwise Investment Advisers, LLC,

  Sponsor of the Bitwise Bitcoin ETF

  By:
  /s/ Paul (Teddy) Fusaro

  Name: Paul (Teddy) Fusaro

  Title: Chief Operating Officer and Secretary

CORRESP
1
filename1.htm

  Richard
Coyle

Partner

  Chapman
and Cutler LLP

320
South Canal Street, 27th Floor

Chicago,
Illinois 60606

T
(312) 845-3724

rcoyle@chapman.com

January
9, 2024

Via
EDGAR Correspondence

United
States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: Bitwise
Bitcoin ETF

  File
No. 333-260235

Dear
Ms. Bednarowski, Ms. Berkheimer and Mr. Dobbie:

This
letter responds to your comments regarding the Amendment No. 4 to registration statement filed on Form S-1 for the Bitwise Bitcoin ETF
(the “Trust”) with the Staff of the Securities and Exchange Commission (the “Staff”) on January
8, 2024 (the “Registration Statement”). Capitalized terms used herein, but not otherwise defined, have the meanings
ascribed to them in the Registration Statement.

Comment
1 – General

In
order to meet your anticipated timing, please respond to these comments and amend your registration statement no later than 10:00 a.m.
(EST) on January 9, 2024.

Response
to Comment 1

The
Sponsor confirms it will file a correspondence in response to the Staff’s comments and amend its registration statement before
10:00 a.m. (EST) on January 9, 2024.

Comment
2 – General

Please
revise your disclosure to clarify whether and to what extent any of the Bitcoin Trading Counterparties are affiliated with or have any
material relationships with any of the Authorized Participants.

JANUARY
9, 2024

PAGE 2

Response
to Comment 2

Pursuant
to the Staff’s comment, the following disclosure has been added to the discussion relating to the entities that have been approved
by the Sponsor as Bitcoin Trading Counterparties:

JSCT,
LLC is an affiliate of Jane Street Capital, LLC, which is an Authorized Participant to the Trust.

Comment
3 – Risk Factors

Please
add risk factor disclosure addressing the risks related to your Authorized Participants acting in the same capacity for several competing
products.

Response
to Comment 3

Pursuant
to the Staff’s comment, the following disclosure has been added as a new risk factor under the section entitled “Risk Factors”:

The
Authorized Participants serve in such capacity for several competing exchange-traded bitcoin products, which could adversely affect the
market for the Shares.

Only
an Authorized Participant may engage in creation or redemption transactions directly with the Trust. Some or all of the Trust’s
Authorized Participants are expected to serve as authorized participants or market makers for one or more exchange-traded bitcoin products
that compete with the Trust.  This may make it more difficult to engage or retain Authorized Participants for the Trust.  Furthermore,
because there is no obligation on the part of the Authorized Participants to engage in creation and redemption or market making activities
with respect to the Trust’s Shares, decisions by the Authorized Participants to not engage with the Trust or its Shares may result
in a decline in the liquidity of the Shares and the price of the Shares may fluctuate independently of the price of Trust’s bitcoin
(i.e., at a greater premium or discount to the Trust’s NAV).

Comment
4 – Risks Factors

We
note your response to comment 3 of the Trust’s prior correspondence dated January 5, 2024, that the only crypto asset to be held
by the Trust will be bitcoin and that, with respect to any fork, airdrop or similar event, the Sponsor will cause the Trust to irrevocably
abandon the Incidental Rights or IR Virtual Currency. Please revise your disclosure to clarify that in the event the Trust seeks to change
this position, an application would need to be filed with the SEC by your listing exchange seeking approval to amend its listing rules.

JANUARY
9, 2024

PAGE 3

Response
to Comment 4

Pursuant
to the Staff’s comment, the following disclosure has been added to the subsection entitled “Shareholders may not receive
the benefits of any forks or ‘airdrops’” of the section entitled “Risk Factors”:

Before
the Trust claims any Incidental Right(s) and/or IR Asset(s) resulting from a fork or airdrop in the Bitcoin network (other than bitcoin),
the Trust would need to seek and obtain certain regulatory approvals, including an amendment to the Trust’s registration statement
of which this prospectus is a part and approval of an application by the Exchange to amend its listing rules.

Comment
5 – The Trust’s Fees and Expenses

We
note your response to comment 17 of the Trust’s prior correspondence dated January 5, 2024, and re-issue in part. Please revise
to disclose:

 ● Whether
                                            the Trust’s intention is to generally fund the Trading Balance at the Prime Execution
                                            Agent with sufficient cash or bitcoin or whether the Trust regularly expects to utilize the
                                            Trade Financing Agreement; and

 ● In
                                            the case of interest payable on the Trade Credits that are the responsibility of the Trust,
                                            the impact such interest payments will have on the net assets of the Trust over time.

Response
to Comment 5

Pursuant
to the Staff’s comment, the following disclosure has been added to the subsection entitled “The Trade Credit Lender”
under the section entitled “The Prime Execution Agent and the Trade Credit Lender”:

The
Sponsor does not intend to fund the Trading Balance at the Prime Execution Agent with sufficient cash or bitcoin to pay fees and expenses
and instead intends to utilize the Trade Financing Agreement for such fees and expenses....

JANUARY
9, 2024

PAGE 4

Any
such interest payments borne by the Trust will have the effect of reducing the amount of bitcoin represented by a Share and the net asset
value of the Trust.

********

Please
call me at (312) 845-3724 if you have any questions or issues you would like to discuss regarding these matters.

  Sincerely yours,

  Chapman and Cutler
  llp

  By:
  /s/ Richard Coyle

  Richard Coyle

 cc: Katherine
Dowling, Esq., General Counsel of Bitwise Asset Management

James
Audette, Esq., Chapman and Cutler LLP

United States securities and exchange commission logo
January 8, 2024
Hunter Horsley
Chief Executive Officer
Bitwise Bitcoin ETF
c/o Bitwise Investment Advisers, LLC
250 Montgomery Street, Suite 200
San Francisco, CA 94104
Re:Bitwise Bitcoin ETF
Amendment No. 4 to Registration Statement on Form S-1
Filed January 8, 2024
File No. 333-260235
Dear Hunter Horsley:
            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 January 5, 2024 letter.
Amendment No. 4 to Registration Statement on Form S-1
General
1.In order to meet your anticipated timing, please respond to these comments and amend
your registration statement no later than 10:00 a.m. (EST) on January 9, 2024.
2.Please revise your disclosure to clarify whether and to what extent any of the Bitcoin
Trading Counterparties are affiliated with or have any material relationships with any of
the Authorized Participants.
Risk Factors, page 10
3.Please add risk factor disclosure addressing the risks related to your Authorized
Participants acting in the same capacity for several competing products.

 FirstName LastNameHunter Horsley
 Comapany NameBitwise Bitcoin ETF
 January 8, 2024 Page 2
 FirstName LastName
Hunter Horsley
Bitwise Bitcoin ETF
January 8, 2024
Page 2
Risks Associated with Bitcoin and the Bitcoin Network
Shareholders may not receive the benefits of any forks or "airdrops", page 20
4.We note your response to comment 3 that the only crypto asset to be held by the Trust will
be bitcoin and that, with respect to any fork, airdrop or similar event, the Sponsor will
cause the Trust to irrevocably abandon the Incidental Rights or IR Virtual Currency.
Please revise your disclosure to clarify that in the event the Trust seeks to change this
position, an application would need to be filed with the SEC by your listing exchange
seeking approval to amend its listing rules.
The Prime Execution Agent and the Trade Credit Lender
The Trade Credit Lender, page 84
5.We note your response to prior comment 17 and re-issue in part. Please revise to disclose:
•Whether the Trust's intention is to generally fund the Trading Balance at the Prime
Execution Agent with sufficient cash or bitcoin or whether the Trust regularly
expects to utilize the Trade Financing Agreement; and
•In the case of interest payable on the Trade Credits that are the responsibility of the
Trust, the impact such interest payments will have on the net assets of the Trust over
time.
            Please contact Kate Tillan at 202-551-3604 or Michelle Miller at 202-551-3368 if you
have questions regarding comments on the financial statements and related matters. Please
contact Lulu Cheng at 202-551-3811 or Sandra Hunter Berkheimer at 202-551-3758 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:       Richard J. Coyle

CORRESP
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    Richard
Coyle

Partner

    Chapman
and Cutler LLP

320
South Canal Street, 27th Floor

Chicago,
Illinois 60606

T
(312) 845-3724

rcoyle@chapman.com

January
8, 2024

Via
EDGAR Correspondence

United
States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: Bitwise Bitcoin ETF

       File
                                         No. 333-2260235

Dear
Mr. Brown, Ms. Berkheimer and Mr. Dobbie:

This
letter responds to your comments regarding the Amendment No. 3 to Registration Statement on Form S-1 for the Bitwise Bitcoin ETF
(the “Trust”) with the Staff of the Securities and Exchange Commission (the “Staff”) on
December 29, 2023 (the “Registration Statement”). Capitalized terms used herein, but not otherwise defined,
have the meanings ascribed to them in the Registration Statement.

Comment
1 – General

We
note that your registration statement includes a number of blanks or bracketed information, including, for example, the amount
of Sponsor Fee, the Authorized Participants with which you have an agreement with at the time of effectiveness and the party that
has indicated an interest in purchasing an aggregate of up to $200 million of Shares in this offering from Authorized Participants.
Please revise to include this information in your next amendment. Please also file your Prime Execution Agreement and Bitcoin
Custody Agreement in executed form. Further, please revise throughout to use your new name where applicable. For example purposes
only, we note the Signature Page.

Response
to Comment 1

Pursuant
to the Staff’s comment, the Registration Statement has been revised accordingly and the referenced exhibits filed.

January 8, 2024

Page 2

Comment
2 – General

Please
refer to comment 1 of our letter dated November 14, 2023.  We note your disclosure on page 113 that you expect to use a fact
sheet and that it would be provided on the Trust’s website. To the extent that you intend to use a fact sheet, please provide
us with a copy for our review.

Response
to Comment 2

The
fact sheet is attached as Exhibit A hereto.

Comment
3 – General

Please
revise throughout the prospectus to clarify, if true, that the only crypto asset to be held by the Trust will be bitcoin. In particular,
please clarify, if true, that with respect to any fork, airdrop or similar event, the Sponsor will cause the Trust to irrevocably
abandon the Incidental Rights or IR Virtual Currency, and in the event the Trust seeks to change this position, an application
would need to be filed with the SEC by your listing exchange seeking approval to amend its listing rules. In addition, and for
example purposes only, we note the following statementsdo not appear to be consistent with page 20 of the Trust Agreement which
states that the Trust has explicitly disclaimed all Incidental Rights and IR Assets:

•
“In determining whether to attempt to acquire and/or retain any Incidental Right(s) and/or IR Asset(s)” on page 21.

•
“any Incidental Rights or IR Assets that the Trust may hold” on page 108.

Response
to Comment 3

The
Sponsor, on behalf of the Trust, has revised the Registration Statement pursuant to the Staff’s comment, including the inclusion
of more explicit disclosure that the only digital asset to be held by the Trust will be bitcoin and the removal of the highlighted
disclosure on page 108. The following disclosure has been added to “The Trust’s Investment Objective and Strategies”
in the Prospectus Summary and the section entitled “The Trust and Bitcoin Prices – Overview of the Trust”:

Bitcoin
will be the only digital asset held by the Trust.

January
8, 2024

 Page 3

Additionally,
the Sponsor directs the Staff’s attention to the following disclosure regarding the abandonment of Incidental Rights and
IR Assets already set forth in the Registration Statement:

Pursuant
to the Trust Agreement and Sponsor Agreement, Forked Assets and other Incidental Rights and IR Assets (as defined and discussed
in greater detail below) do not constitute property of the Trust, as the Trust has disclaimed ownership of such assets in favor
of the Sponsor. (Principal Risks – “A temporary or permanent “fork” of the Bitcoin blockchain could
adversely affect an investment in the Trust”). . .

A
right to receive any such benefit of a fork or airdrop is referred to as an “Incidental Right” and any digital asset
acquired through an Incidental Right as “IR Assets.” Pursuant to the Trust Agreement, the Trust has explicitly disclaimed
all Incidental Rights and IR Assets. Such assets are not considered assets of the Trust at any point in time and will not be taken
into account for purposes of determining the Trust’s NAV and the NAV per Share. (Principal Risks – “Shareholders
may not receive the benefits of any forks or “airdrops.”) . . .

Pursuant
to the Trust Agreement, the Trust has explicitly disclaimed all Incidental Rights and IR Assets, including Forked Assets. Such
assets are not considered assets of the Trust at any point in time. (Principal Risks – “A “fork” of
the Bitcoin blockchain or an airdrop could result in Shareholders incurring a tax liability.”) . . .

Pursuant
to the Trust Agreement, the Trust has explicitly disclaimed all Incidental Rights and IR Assets. Such assets are not considered
assets of the Trust at any point in time and will not be taken into account for purposes of determining the Trust’s NAV
and the NAV per Share. Pursuant to the Trust Agreement, to the extent that the Trust receives such assets in a Trust wallet, it
will, as soon as practicable, and, if possible, immediately, distribute such assets to the Sponsor. (United States Federal
Income Tax Consequences – Incidental Rights and IR Assets.)

January 8, 2024

Page 4

However,
the Sponsor points out that some of the disclosure, including the disclosure highlighted by the Staff on page 21, does not pertain
to the Trust, but rather to the Sponsor, pursuant to the Trust’s abandonment of Incidental Rights and IR Assets. Even though
the Trust has abandoned all such assets in favor of the Sponsor, the Sponsor has still represented that it may try to sell such
assets on its own behalf, at which point it would distribute the cash proceeds of such sales back to the Trust. Such disclosure
is attempting to notify Shareholders that the Sponsor is not required, nor will it always be successful, in undertaking such measures.
With that context in mind, the disclosure is reproduced below:

Pursuant
to the Trust Agreement, to the extent that the Trust involuntarily receives such assets in a Trust wallet, it will, as soon as
practicable, and, if possible, immediately, distribute such assets to the Sponsor. Once acquired, the Sponsor may take any lawful
action necessary or desirable in connection with its acquisition of such assets. In the event that the Sponsor decides to sell
the Incidental Right(s) and/or IR Asset(s), it will seek to do so for cash. This may be a sale of the Incidental Right(s) and/or
IR Asset(s) directly in exchange for cash, or in exchange for another digital asset which may subsequently be exchanged for cash.
The Sponsor would then contribute that cash back to the Trust, which in turn would distribute the cash to the Depository Trust
Company (“DTC”) to be distributed to Shareholders in proportion to the number of Shares owned.

Although
the Sponsor intends, if possible, to arrange for the sale of any Incidental Right(s) and/or IR Asset(s) it receives from the Trust
and subsequently contribute such cash proceeds back to the Trust, it is under no obligation to do so. There are likely to be operational,
tax, securities law, regulatory, legal and practical issues that significantly limit, or prevent entirely, the Sponsor’s
ability to realize a benefit from any such Incidental Right(s) and/or IR Asset(s). The Sponsor may choose to evaluate any such
fork, airdrop or similar occurrence on a case-by-case basis in consultation with its legal advisors, tax consultants and custodian.
In determining whether to attempt to acquire and/or retain any Incidental Right(s) and/or IR Asset(s), the Sponsor expects
to take into consideration whatever factors it deems relevant in its discretion, including, without limitation:

Comment
4 – Cover Page

We
note the disclosure regarding the Seed Shares purchased by Bitwise Asset Management.  It is not clear why Bitwise Asset Management
is identified as a statutory underwriter in connection with such purchase.  In this regard, we note the disclosure regarding
the Seed Baskets to be purchased by Bitwise Investment Manager, which is identified as a statutory underwriter in connection with
the purchase of the Seed Baskets.

January 8, 2024

Page 5

Response
to Comment 4

Pursuant
to the Staff’s comment, the disclosure regarding Bitwise Asset Management’s status as a statutory underwriter with
regard to the Seed Shares has been deleted.

Comment
5 – Cover Page

Please
revise to disclose the number and price of the Seed Baskets that Bitwise Investment Manager intends to purchase.

Response
to Comment 5

Pursuant
to the Staff’s comment, the referenced disclosure has been revised as set forth below:

Bitwise
Investment Manager, LLC, an affiliate of the Sponsor, is expected to purchase the initial Basket of Shares for $500,000 at a per-Share
price of $50 (the “Seed Basket”).

Comment
6 – Purchases and Sales of Bitcoin

Please
revise your disclosure to identify the Bitcoin Trading Counterparties.

Response
to Comment 6

Pursuant
to the Staff’s comment, the section entitled “The Trust and Bitcoin Prices – Purchase and Sale of Bitcoin”
has been revised to identify the Bitcoin Trading Counterparties.

Comment
7 – Risk Factors

We
note your response to prior comment 6. Please tell us why the Bitcoin Custodian acting in the same capacity for several competing
products does not pose a material risk if, when you are utilizing the Agent Execution Model, your purchase and sales needs are
in conflict or competition with the purchase and sales needs of competing products that are also relying on Coinbase Inc., an
affiliate of the Bitcoin Custodian, to purchase or sell bitcoin. Please consider, for example, whether a market disruption or
other circumstance whereby no Bitcoin Trading Counterparty is able or willing to effectuate your purchase or sale of bitcoin would
cause you and also your competitors to rely on the Agent Execution Model.

January
8, 2024

Page 6

Response
to Comment 7

Pursuant
to the Staff’s comment, “Risk Factors” has been revised to include the following disclosure:

Coinbase
Custody serves as the bitcoin custodian and Coinbase Inc. serves as the prime broker for several competing exchange-traded bitcoin
products, which could adversely affect the Trust’s operations and ultimately the value of the Shares.

The
Bitcoin Custodian and Prime Execution Agent are both affiliates of Coinbase Global. As of the date hereof, Coinbase Global is
the largest publicly traded cryptoasset company in the world by market capitalization and is also the largest cryptoasset custodian
in the world by assets under custody. By virtue of its leading market position and capabilities, and the relatively limited number
of institutionally-capable providers of cryptoasset brokerage and custody services, Coinbase Custody serves as the bitcoin custodian
and Coinbase Inc. serves as prime broker for several competing exchange-traded bitcoin products. Therefore, Coinbase Global has
a critical role in supporting the U.S. spot bitcoin exchange-traded product ecosystem, and its size and market share creates the
risk that Coinbase Global may fail to properly resource its operations to adequately support all such products that use its services
that could harm the Trust, the Shareholders and the value of the Shares. If the Trust needed to utilize the Agent Execution Model
to buy or sell bitcoin because no Bitcoin Trading Counterparties were willing or able to effectuate the Trust’s transactions,
and the Prime Execution Agent were to favor the interests of certain products over others, it could result in inadequate attention
or comparatively unfavorable commercial terms to less favored products, which could adversely affect the Trust’s operations
and ultimately the value of the Shares.

Comment
8 – The amount of bitcoin represented by a Share will decline over time

We
note your response to prior comment 8 and reissue the comment. On page 37, you refer to “Shares that are issued in exchange
for additional deposits of bitcoin” and, on page 36, to the “Authorized Participants’ ability to purchase and
sell bitcoin in an efficient manner to effectuate creation and redemption orders.” Please revise here and throughout to
clarify that creations of Shares will be cash transactions. In this regard, we note your disclosure on page 8 that “[i]t
is currently anticipated that all sales and redemptions of Shares will be done in exchange for U.S. dollars and only in transactions
with Authorized Participants.” Although you state in your response letter that you deleted the referenced disclosure,
it remains.

January
8, 2024

 Page 7

Response
to Comment 8

Pursuant
to the Staff’s comment, the Registration Statement has been revised accordingly.

Comment
9 – Conducting Creations and Redemptions For Cash Has Drawbacks

We
note your revised disclosure that “[i]n the near term, the Trust will effect all of its creations and redemptions in cash,
rather than in-kind.” We have the following comment:

 ● Please
                                         confirm your understanding, consistent with the undertaking required by Item 512(a)(1)(iii)
                                         of Regulation S-K, that you will file a post-effective amendment to include any material
                                         information with respect to the plan of distribution not previously disclosed in the
                                         registration statement or any material change to such information.

Response
to Comment 9

The
Sponsor, on behalf of the Trust, confirms its understanding, consistent with the undertaking required by Item 512(a)(1)(iii) of
Regulation S-K, that it will file a post-effective amendment to include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material change to such information.

Comment
10 – The Trust and Bitcoin Prices; Purchase and Sale of Bitcoin

We
note your response to prior comment 21. Please disclose who pays for the transfer fee with respect to the on-chain transfer
of bitcoin from the Bitcoin Custodian to the Bitcoin Trading Counterparty in connection with redemptions.

Response
to Comment 10

Pursuant
to the Staff’s comment, the referenced disclosure has been revised to include the following:

Transfer
fees with respect to this on-chain transfer of bitcoin will be paid by the Bitcoin Custodian.

January
8, 2024

Page 8

Comment
11 – BRRNY Methodology

We
note your response to prior comment 12, and we reissue in part. Please revise to disclose how the Trust will notify Shareholders
if there is a material change to the BRRNY Methodology. Although you disclose how you will notify Shareholders of changes
to the Constituent Platforms used to calculate the BRRNY, you do not disclose how the Trust will notify Shareholders if there
are other material changes to the BRRNY Methodology.

Response
to Comment 11

Pursuant
to the Staff’s comment, the following disclosure has been added to the section of the Registration Statement entitled “The
Trust and Bitcoin Prices – The CME CF Bitcoin Reference Rate – New York Variant”:

Once
it has actual knowledge of changes to the Constituent Platforms used to calculate the BRRNY, or other material changes to the
BRRNY calculation methodology, the Trust will notify Shareholders in a prospectus supplement and a current report on Form 8-K
or in its annual or quarter

United States securities and exchange commission logo
January 5, 2024
Hunter Horsley
Chief Executive Officer
Bitwise Bitcoin ETF
c/o Bitwise Investment Advisers, LLC
250 Montgomery Street, Suite 200
San Francisco, CA 94104
Re:Bitwise Bitcoin ETF
Amendment No. 3 to Registration Statement on Form S-1
Filed December 29, 2023
File No. 333-260235
Dear Hunter Horsley:
            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 December 14, 2023 letter.
Amendment No. 3 to Registration Statement on Form S-1
General
1.We note that your registration statement includes a number of blanks or bracketed
information, including, for example, the amount of Sponsor Fee, the Authorized
Participants with which you have an agreement with at the time of effectiveness and the
party that has indicated an interest in purchasing an aggregate of up to $200 million of
Shares in this offering from Authorized Participants. Please revise to include this
information in your next amendment.  Please also file your Prime Execution Agreement
and Bitcoin Custody Agreement in executed form. Further, please revise throughout to use
your new name where applicable.  For example purposes only, we note the Signature
Page.

 FirstName LastNameHunter Horsley
 Comapany NameBitwise Bitcoin ETF
 January 5, 2024 Page 2
 FirstName LastName
Hunter Horsley
Bitwise Bitcoin ETF
January 5, 2024
Page 2
2.Please refer to comment 1 of our letter dated November 14, 2023.  We note your
disclosure on page 113 that you expect to use a fact sheet and that it would be provided on
the Trust's website. To the extent that you intend to use a fact sheet, please provide us
with a copy for our review.
3.Please revise throughout the prospectus to clarify, if true, that the only crypto asset to be
held by the Trust will be bitcoin. In particular, please clarify, if true, that with respect to
any fork, airdrop or similar event, the Sponsor will cause the Trust to irrevocably abandon
the Incidental Rights or IR Virtual Currency, and in the event the Trust seeks to change
this position, an application would need to be filed with the SEC by your listing exchange
seeking approval to amend its listing rules.  In addition, and for example purposes only,
we note the following statements do not appear to be consistent with page 20 of the Trust
Agreement which states that the Trust has explicitly disclaimed all Incidental Rights and
IR Assets:
•"In determining whether to attempt to acquire and/or retain any Incidental Right(s)
and/or IR Asset(s)" on page 21.
•"any Incidental Rights or IR Assets that the Trust may hold" on page 108.
Cover Page
4.We note the disclosure regarding the Seed Shares purchased by Bitwise Asset
Management.  It is not clear why Bitwise Asset Management is identified as a statutory
underwriter in connection with such purchase.  In this regard, we note the disclosure
regarding the Seed Baskets to be purchased by Bitwise Investment Manager, which is
identified as a statutory underwriter in connection with the purchase of the Seed Baskets.
5.Please revise to disclose the number and price of the Seed Baskets that Bitwise Investment
Manager intends to purchase.
Purchases and Sales of Bitcoin, page 3
6.Please revise your disclosure to identify the Bitcoin Trading Counterparties.
Risk Factors, page 10
7.We note your response to prior comment 6. Please tell us why the Bitcoin Custodian
acting in the same capacity for several competing products does not pose a material risk if,
when you are utilizing the Agent Execution Model, your purchase and sales needs are in
conflict or competition with the purchase and sales needs of competing products that are
also relying on Coinbase Inc., an affiliate of the Bitcoin Custodian, to purchase or sell
bitcoin. Please consider, for example, whether a market disruption or other circumstance
whereby no Bitcoin Trading Counterparty is able or willing to effectuate your purchase or
sale of bitcoin would cause you and also your competitors to rely on the Agent Execution
Model.

 FirstName LastNameHunter Horsley
 Comapany NameBitwise Bitcoin ETF
 January 5, 2024 Page 3
 FirstName LastName
Hunter Horsley
Bitwise Bitcoin ETF
January 5, 2024
Page 3
The amount of bitcoin represented by a Share will decline over time, page 36
8.We note your response to prior comment 8 and reissue the comment. On page 37, you
refer to "Shares that are issued in exchange for additional deposits of bitcoin" and, on
page 36, to the "Authorized Participants' ability to purchase and sell bitcoin in an efficient
manner to effectuate creation and redemption orders." Please revise here and throughout
to clarify that creations of Shares will be cash transactions. In this regard, we note your
disclosure on page 8 that "[i]t is currently anticipated that all sales and redemptions of
Shares will be done in exchange for U.S. dollars and only in transactions with Authorized
Participants." Although you state in your response letter that you deleted the referenced
disclosure, it remains.
Conducting creations and redemptions for cash has drawbacks, page 43
9.We note your revised disclosure that "[i]n the near term, the Trust will effect all of its
creations and redemptions in cash, rather than in-kind." We have the following comment:
•Please confirm your understanding, consistent with the undertaking required by Item
512(a)(1)(iii) of Regulation S-K, that you will file a post-effective amendment to
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to such
information.
The Trust and Bitcoin Prices
Purchase and Sale of Bitcoin, page 62
10.We note your response to prior comment 21. Please disclose who pays for the transfer fee
with respect to the on-chain transfer of bitcoin from the Bitcoin Custodian to the Bitcoin
Trading Counterparty in connection with redemptions.
BRRNY Methodology, page 65
11.We note your response to prior comment 12, and we reissue in part. Please revise to
disclose how the Trust will notify Shareholders if there is a material change to the
BRRNY Methodology. Although you disclose how you will notify Shareholders of
changes to the Constituent Platforms used to calculate the BRRNY, you do not
disclose how the Trust will notify Shareholders if there are other material changes to the
BRRNY Methodology.
Calculation of NAV, page 68
12.Refer to your responses to comment 7 in our September 29, 2023 letter and related
subsequent comments. We note your revised disclosure that the Trust will only allow cash
redemptions, and observe that this change may have an impact on your fair value
accounting policy, including principal market determination under ASC Topic 820. Please
confirm your understanding that our decision not to issue additional comments should not

 FirstName LastNameHunter Horsley
 Comapany NameBitwise Bitcoin ETF
 January 5, 2024 Page 4
 FirstName LastNameHunter Horsley
Bitwise Bitcoin ETF
January 5, 2024
Page 4
be interpreted to mean that we either agree or disagree with your responses and your
current fair value accounting policy. Please also confirm your understanding that we may
comment further on this matter in future filing reviews once the Trust is operational.
13.We note your response to prior comment 14. Please disclose how the ITV is calculated
based upon the CME Bitcoin Real Time Price. Although you discuss how the CME
Bitcoin Real Time Price is calculated, you state that the ITV is "based" upon the CME
Bitcoin Real Time Price, without discussing how the ITV itself is actually calculated. In
addition, please revise the third-to-last sentence of the first paragraph on page 69,
which appears to be an incomplete thought.
Additional Information About the Trust
The Trust's Fees and Expenses, page 71
14.We note your response to prior comment 5. Please revise to disclose on page 71 how you
will undertake bitcoin sales to pay for expenses not assumed by the Sponsor, if no Bitcoin
Trading Counterparty is willing or able to effectuate the trade. State, if true, that you will
use the Agent Execution Model.
15.We note your response to prior comment 15. Please disclose who is responsible for paying
the transaction costs related to the sale of bitcoin to generate funds to pay the Trust's fees
and expenses.
Custody of the Trust's Assets, page 78
16.We note your response to prior comment 9. Please revise your disclosure to explicitly
state whether the commercial crime policy that Coinbase Global maintains, as discussed
on pages 78 and 81, is separate from the commercial crime policy that the Coinbase
Insureds maintain, as discussed on pages 79 and 81. Additionally, explicitly state whether
this policy or these policies are separate from the insurance policy that the Bitcoin
Custodian maintains, as discussed on pages 6, 45, and 101.  Also, to the extent that any of
these are separate policies, please ensure that you are disclosing the coverage amounts and
all material terms.
The Prime Execution Agent and the Trade Credit Lender
The Trade Credit Lender, page 85
17.Please revise to quantify or otherwise describe the maximum amount of Trade Credit that
the Trade Financing Agreement permits to be outstanding at any one time. Please also
disclose whether the intention is to generally fund the Trading Balance at the Prime
Execution Agent with sufficient cash or bitcoin or whether it regularly expects to utilize
the Trade Financing Agreement. In addition, to the extent the execution price of the
bitcoin acquired exceeds the cash deposit amount, disclose who bears the responsibility
for this difference. Further, for creation and redemption transactions, please revise to
clarify whether or not the interest payable on Trade Credits utilized under the Trade
Financing Agreement are included in the execution price and therefore the responsibility

 FirstName LastNameHunter Horsley
 Comapany NameBitwise Bitcoin ETF
 January 5, 2024 Page 5
 FirstName LastName
Hunter Horsley
Bitwise Bitcoin ETF
January 5, 2024
Page 5
of the Authorized Participants. If they are the responsibility of the Trust, please revise
your risk factor disclosure accordingly to explain the impact such interest payments will
have on the net assets of the Trust over time.
Management; Voting by Shareholders, page 98
18.We note your response to prior comment 3. Please disclose here the "limited
circumstances" under which shareholders have voting rights under the Trust Agreement.
Governing Law; Consent to Delaware Jurisdiction, page 99
19.We note your response to prior comment 22. Please revise this section to disclose, as
stated in Section 10.02 of your First Amended and Restated Declaration of Trust and Trust
Agreement, that the Delaware governing law provision does not apply to causes of action
for violations of U.S. federal or state securities laws, or advise.
Material Contracts, page 100
20.We note your response to comment 18. Please revise to disclose the term of the Bitcoin
Custody Agreement and the Prime Execution Agreement. Also disclose, as stated in your
response letter, that you have given no instructions to the Bitcoin Custodian as it relates to
Incidental Rights and IR Assets.
            Please contact Kate Tillan at 202-551-3604 or Michelle Miller at 202-551-3368 if you
have questions regarding comments on the financial statements and related matters. Please
contact John Dana Brown at 202-551-3859 or Sandra Hunter Berkheimer at 202-551-3758 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:       Richard J. Coyle

CORRESP
1
filename1.htm

    Richard
    Coyle
    Chapman
    and Cutler LLP

    Partner
    320 South Canal Street,
    27th Floor

    Chicago, Illinois
    60606

    T (312) 845-3724

    rcoyle@chapman.com

December
29, 2023

Via
EDGAR Correspondence

United
States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Bitwise Bitcoin ETF

    File No. 333-2260235

Dear
Ms. Bednarowski, Ms. Berkheimer and Mr. Dobbie:

This
letter responds to your comments regarding the Amendment No. 2 to Registration Statement on Form S-1 for the Bitwise Bitcoin ETF
(the “Trust”) with the Staff of the Securities and Exchange Commission (the “Staff”) on
December 4, 2023 (the “Registration Statement”). Capitalized terms used herein, but not otherwise defined,
have the meanings ascribed to them in the Registration Statement.

Comment
1 – Cover Page

Refer
to your response to comment 4. Please revise your cover page to identify the initial Authorized Participant, state that the initial
Authorized Participant is an underwriter, disclose the initial price per Share, disclose that you are offering an indeterminate
number of Shares, and disclose the termination date of the offering, if any.

Response
to Comment 1

Pursuant
to the Staff’s comment, the cover of the Registration Statement has been revised to include the following disclosure (emphasis
added):

Bitwise Investment Manager, LLC, and affiliate of the Sponsor, is expected to purchase the initial Basket(s) of Shares at a per-Share price of $50 (the “Seed
Basket(s)”). Bitwise Investment Manager, LLC will act as a statutory underwriter in connection with the initial purchase of the
Seed Basket(s).

Charlotte
Chicago    New York    Salt Lake City    San Francisco    Washington, DC

December
29, 2023

Page
2

…

The
Trust intends to issue Shares on a continuous basis and is registering an indeterminate number of Shares. The offering is intended
to be a continuous offering and is not expected to terminate until three years from the date of the original offering, unless
extended as permitted by applicable rules under the 1933 Act.

Comment
2 – Prospectus Summary; Overview of the Trust

Please
revise to disclose in your Prospectus Summary, if true, that:

 ● The
                                         Trust, the Sponsor and the service providers will not loan or pledge the Trust’s
                                         assets, nor will the Trust’s assets serve as collateral for any loan or similar
                                         arrangement; and

 ● The
                                         Trust will not utilize leverage or any similar arrangements in seeking to meet its investment
                                         objective.

Response
to Comment 2

Pursuant
to the Staff’s comment, the following disclosure has been added to the Prospectus Summary:

The
Trust will not utilize leverage or any similar arrangements in seeking to meet its investment objective…

Except
for the specific, limited circumstance and time in which the Trust is using the Agent Execution Model, the Trust, the Sponsor
and the service providers will not loan or pledge the Trust’s assets, nor will the Trust’s assets serve as collateral
for any loan or similar arrangement. During the specific, limited circumstance and time when the Trust is using the Agent Execution
Model, the Trust’s bitcoin may be subject to a lien to secure outstanding Trade Credits in favor the Trade Credit Lender,
as is discussed in further detail below.

December
29, 2023

Page
3

Comment
3 – General

Refer
to your response to comment 6. Please revise your disclosure in the Prospectus Summary to state that Shareholders have no voting
rights under the Trust Agreement.

Response
to Comment 3

Pursuant
to the Staff’s comment, the following disclosure has been added to the Prospectus Summary:

Shareholders
have very limited voting rights under the Trust Agreement.

Comment
4 – Custody of the Trust’s Assets

Refer
to your response to comment 8. On page 6, you disclose that “[i]n connection with creations or redemptions, the Trust will,
under most circumstances, process creations and redemptions by selling bitcoin from its Cold Vault Balance.” Please revise
to clarify why the trust will sell bitcoin in connection with creations. In addition, please substantiate or remove your revised
disclosure on page 4 that “[t]he Bitcoin Custodian is subject to extensive regulation.”

Response
to Comment 4

Pursuant
to the Staff’s comment, the disclosure referencing the sale of bitcoin in connection with creations has been deleted, as
well as the disclosure referencing the regulation to which the Bitcoin Custodian is subject.

Comment
5 – The Trust’s Fees and Expenses

Refer
to your response to comment 7. Please disclose whether or not any of the expenses paid by the Sponsor Fee are capped. In addition,
we note your disclosure on pages 4 and 59 that “[t]o pay expenses not assumed by the Sponsor . . ., the Trustee may directly
sell or transfer to an agent of the Shareholders to sell the bitcoin of the Trust as necessary to pay such expenses.” Please
revise to clarify what you mean by “sell directly” and “transfer to an agent of the Shareholders to sell.”

Response
to Comment 5

Pursuant
to the Staff’s comment, the Registration Statement has been revised to include the following disclosure:

December
29, 2023

Page
4

In
exchange for the Sponsor Fee, the Sponsor has agreed to assume and pay the normal operating expenses of the Trust, which include
the Trustee’s monthly fee and out-of-pocket expenses, the fees of the Trust’s regular service providers (Cash Custodian,
Bitcoin Custodian, Prime Execution Agent, Marketing Agent, Transfer Agent and Administrator), Exchange listing fees, tax reporting
fees, SEC registration fees, printing and mailing costs, audit fees and up to $500,000 per annum in ordinary legal fees and expenses.

Additionally,
the disclosure referenced by the Staff in its comment has been revised throughout the Registration Statement as set forth below:

The
Administrator and/or the Sponsor will direct the Bitcoin Custodian to transfer bitcoin from the Trust Bitcoin Account to the Sponsor
Bitcoin Account to pay the Sponsor Fee and any other Trust expenses not assumed by the Sponsor. To pay for expenses not assumed
by the Sponsor that are denominated in U.S. dollars, the Sponsor, on behalf of the Trust, may sell the Trust’s bitcoin as
necessary to pay such expenses. The Sponsor, on behalf of the Trust, will typically seek to buy and sell bitcoin at a price as
close to the BRRNY as practical.

Comment
6 – Risk Factors

Please
add a risk factor that addresses the risks related to your Bitcoin Custodian acting in the same capacity for several competing
products to the extent material.

Response
to Comment 6

The
Sponsor, on behalf of the Trust, thoughtfully considered the Staff’s comment and respectfully declines to add the suggested
risk factor. The Sponsor determined that the material risk of the Bitcoin Custodian acting in the same capacity for several competing
products relates to the fact that the insurance maintained by the Bitcoin Custodian covers losses of the digital assets it custodies
for all of its clients, including the Trust and other exchange-traded products, and that the proceeds from that policy would likely
be shared, reducing the amount of such proceeds available to the Trust. However, specific reference to this possibility is already
discussed throughout the Registration Statement, including in the Prospectus Summary, in the risk entitled Shareholders’
limited rights of legal recourse against the Trust, Trustee, Sponsor, Administrator, Transfer Agent, Cash Custodian, Prime Execution
Agent and Bitcoin Custodian and the Trust’s lack of direct insurance protection expose the Trust and its Shareholders to
the risk of loss of the Trust’s bitcoin for which no person is liable, and in the section of the Registration Statement
entitled “Custody of the Trust’s Assets.” Futhermore, there are numerous other general references to the possibility
that the Bitcoin Custodian’s insurance is unlikely to fully compensate the Trust in the event of loss. Accordingly, the
Sponsor, on behalf of the Trust, has determined that additional references would be duplicative in nature.

December
29, 2023

Page
5

Comment
7 – Risk Associated with Investing in the Trust; The development and commercialization of the Trust is subject to competitive
pressures

Refer
to your response to comment 11. Please expand this risk factor to address the risks associated with the timing of your product
reaching the market and your fee structure relative to other bitcoin ETPs.

Response
to Comment 7

Pursuant
to the Staff’s comment, the referenced disclosure has been revised as set forth below:

If
the SEC were to approve many or all of the currently pending applications for such exchange-traded bitcoin products, many or all
of such products, including the Trust, could fail to acquire substantial assets, initially or at all. The Trust’s competitors
may also charge a substantially lower fee than the Sponsor’s Fee in order to achieve initial market acceptance and scale.
Accordingly, the Sponsor’s competitors may commercialize a competing product more rapidly or effectively than the Sponsor
is able to, which could adversely affect the Sponsor’s competitive position and the likelihood that the Trust will achieve
initial market acceptance, and could have a detrimental effect on the scale and sustainability of the Trust. For exchange-traded
products similar to the Trust, there have been significant “first-mover” advantages in terms of asset gathering, trading
volume and media coverage. In many cases, the first mover in an asset class has been able to maintain these advantages for extended
periods. In the event that the SEC were to approve other exchange-traded bitcoin products prior to approving the Trust, the Trust
could be significantly negatively affected.

Comment
8 – The amount of bitcoin represented by a Share will decline over time

Refer
to your response to comment 10. On page 33, you refer to “Shares that are issued in exchange for additional deposits of
bitcoin” and to the “Authorized Participants’ ability to purchase and sell bitcoin in an efficient manner to
effectuate creation and redemption orders.” Please revise here and throughout to clarify that creations of Shares will be
cash transactions. In this regard, we note your disclosure on page 6 that “[i]t is currently anticipated that all sales
and redemptions of Shares will be done in exchange for U.S. dollars and only in transactions with Authorized Participants.”

December
29, 2023

Page
6

Response
to Comment 8

Pursuant
to the Staff’s comment, the referenced disclosure has been deleted.

Comment
9 – Other Risks; Shareholders’ limited rights of legal recourse against the Trust, Trustee, Sponsor

Refer
to your response to comment 21. We note your disclosure on page 41 that “[t]he Bitcoin Custodian maintains an annual renewed
insurance policy in the amount of $320 million,” that “[t]his insurance policy covers the loss of client assets held
in cold storage at the Bitcoin Custodian,” and that “[t]his insurance program, which has continuously run since 2013,
provides the Bitcoin Custodian and its clients with some of the broadest and deepest insurance coverage in the crypto industry,
with coverage designed to be comprehensive, including losses from employee collusion or fraud, physical loss (including theft),
or damage of key material, security breach or hack, and fraudulent transfer.” However, on page 5, you state that “[t]he
Bitcoin Custodian has insurance coverage as a subsidiary under its parent company, Coinbase Global, Inc., which procures fidelity
(e.g., crime) insurance to protect the organization from risks such as theft of funds.” Please revise to clarify
whether the insurance policy described on page 41 is in addition to the policy held by the parent company, which covers several
subsidiaries and not just the Bitcoin Custodian.

Response
to Comment 9

Pursuant
to the Staff’s comment, the disclosure referenced in the Prospectus Summary has been revised to more closely align with
the disclosure referenced in the section of the Registration Statement entitled “Risk Factors.”

Comment
10 – The Trust and Bitcoin Prices; The CME CF Bitcoin Reference Rate - New York Variant

Refer
to your response to comments 18 and 22. We note your disclosure on pages 29 and 57 that “[i]f the BRRNY is not available,
or if the Sponsor determines, in its sole discretion, that the BRRNY does not reflect an accurate bitcoin price, the Trust’s
holdings may be ‘fair valued’ in accordance with the valuation policies approved by the Sponsor.” Please revise
your disclosure on page 52 to describe the valuation policies approved by the Sponsor.

December
29, 2023

Page
7

Response
to Comment 10

Pursuant
to the Staff’s comment, the referenced disclosure has been revised to include the following disclosure:

Those
valuation policies stipulate that when seeking to fair value bitcoin, the Sponsor may apply all available factors the Sponsor
deems relevant at the time of the determination, and may be based on analytical values determined by the Sponsor using third-party
valuation models. Pursuant thereto, the Sponsor expects to utilize a volume weighted average price or volume weighted median price
of bitcoin provided by a secondary pricing source (“Secondary Source”). If a Secondary Source is not available or
the Sponsor in its sole discretion determines the Secondary Sources are unreliable, the price set by the Trust’s principal
market as of 4:00 p.m. ET, on the valuation date would be considered for utilization. In the event the principal market price
is not available or the Sponsor in its sole discretion determines the principal market valuation is unreliable the Sponsor will
use its best judgment to determine a good faith estimate of fair value based upon all available factors.

Comment
11 – BRRNY Methodology

Refer
to your response to comment 24. Please revise to briefly describe the contingency calculations if, for example, a Relevant Transaction
or Constituent Platform is unavailable or if there is a calculation failure.

Response
to Comment 11

Pursuant
to the Staff’s comment, the following disclosure has been added to the section of the Registration Statement entitled “The
Trust and Bitcoin Prices – The CME CF Bitcoin Reference Rate – New York Variant”:

In
the event that there are errors or irregularities in the calculation and publication of the BRRNY, including delayed, missing
data or erroneous data, the Benchmark Provider will apply the “Contingency Calculation Rules” as it relates to the
BRRNY that are set forth on the Benchmark Provider’s website. Such rules dictate how the Benchmark Provider will calculate
the BRRNY, depending upon the type of error or irregularity. For instance, in the event that no Relevant Transaction occurs on
a Constituent Platform on a given day, or one or more Relevant Transactions do occur on the Constituent Platform but cannot be
retrieved by the Benchmark Provider, the Constituent Platform is disregarded in the calculation of the BRRNY for that day. In
addition, all Relevant Transactions are subject to automated screening for erroneous data. Relevant Transactions that have been
flagged as erroneous pursuant to the automated screening and the Contingency Calculation Rules are disregarded in the calculation
of the BRRNY for a given day. If, for whatever reason, the Benchmark Provider is unable to calculate and publish the BRRNY by
the stipulated dissemination time, it shall publish a notification on its website informing BRRNY users, including the Trust,
the calculation and publication has been delayed.

December
29, 2023

Page
8

Comment
12– BRRNY Methodology

Please
revise to disclose how the Tr

United States securities and exchange commission logo
December 14, 2023
Hunter Horsley
Chief Executive Officer
Bitwise Bitcoin ETF
c/o Bitwise Investment Advisers, LLC
250 Montgomery Street, Suite 200
San Francisco, CA 94104
Re:Bitwise Bitcoin ETF
Amendment No. 2 to Registration Statement on Form S-1
Filed December 4, 2023
File No. 333-260235
Dear Hunter Horsley:
            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 November 14, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-1
Cover Page
1.Refer to your response to comment 4.  Please revise your cover page to identify the initial
Authorized Participant, state that the initial Authorized Participant is an underwriter,
disclose the initial price per Share, disclose that you are offering an indeterminate number
of Shares, and disclose the termination date of the offering, if any.
Prospectus Summary
Overview of the Trust, page 1
2.Please revise to disclose in your Prospectus Summary, if true, that:
•The Trust, the Sponsor and the service providers will not loan or pledge the Trust's
assets, nor will the Trust's assets serve as collateral for any loan or similar

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arrangement; and
•The Trust will not utilize leverage or any similar arrangements in seeking to meet its
investment objective.
3.Refer to your response to comment 6.  Please revise your disclosure in the Prospectus
Summary to state that Shareholders have no voting rights under the Trust Agreement.
Custody of the Trust's Assets, page 5
4.Refer to your response to comment 8.  On page 6, you disclose that "[i]n connection with
creations or redemptions, the Trust will, under most circumstances, process creations and
redemptions by selling bitcoin from its Cold Vault Balance."  Please revise to clarify why
the trust will sell bitcoin in connection with creations.  In addition, please substantiate or
remove your revised disclosure on page 4 that "[t]he Bitcoin Custodian is subject to
extensive regulation."
The Trust's Fees and Expenses, page 5
5.Refer to your response to comment 7.  Please disclose whether or not any of the expenses
paid by the Sponsor Fee are capped.  In addition, we note your disclosure on pages 4 and
59 that "[t]o pay expenses not assumed by the Sponsor . . ., the Trustee may directly
sell or transfer to an agent of the Shareholders to sell the bitcoin of the Trust as necessary
to pay such expenses."  Please revise to clarify what you mean by "sell directly" and
"transfer to an agent of the Shareholders to sell."
Risk Factors, page 8
6.Please add a risk factor that addresses the risks related to your Bitcoin Custodian acting in
the same capacity for several competing products to the extent material.
Risk Associated with Investing in the Trust
The development and commercialization of the Trust is subject to competitive pressures, page 31
7.Refer to your response to comment 11.  Please expand this risk factor to address the risks
associated with the timing of your product reaching the market and your fee structure
relative to other bitcoin ETPs.
The amount of bitcoin represented by a Share will decline over time, page 33
8.Refer to your response to comment 10.  On page 33, you refer to "Shares that are issued in
exchange for additional deposits of bitcoin" and to the "Authorized Participants' ability
to purchase and sell bitcoin in an efficient manner to effectuate creation and redemption
orders."  Please revise here and throughout to clarify that creations of Shares will be cash
transactions.  In this regard, we note your disclosure on page 6 that "[i]t is currently
anticipated that all sales and redemptions of Shares will be done in exchange for U.S.
dollars and only in transactions with Authorized Participants."

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Other Risks
Shareholders' limited rights of legal recourse against the Trust, Trustee, Sponsor, page 41
9.Refer to your response to comment 21.  We note your disclosure on page 41 that "[t]he
Bitcoin Custodian maintains an annual renewed insurance policy in the amount of $320
million," that "[t]his insurance policy covers the loss of client assets held in cold storage at
the Bitcoin Custodian," and that "[t]his insurance program, which has continuously run
since 2013, provides the Bitcoin Custodian and its clients with some of the broadest and
deepest insurance coverage in the crypto industry, with coverage designed to be
comprehensive, including losses from employee collusion or fraud, physical loss
(including theft), or damage of key material, security breach or hack, and fraudulent
transfer."  However, on page 5, you state that "[t]he Bitcoin Custodian has insurance
coverage as a subsidiary under its parent company, Coinbase Global, Inc., which procures
fidelity (e.g., crime) insurance to protect the organization from risks such as theft of
funds."  Please revise to clarify whether the insurance policy described on page 41 is in
addition to the policy held by the parent company, which covers several subsidiaries and
not just the Bitcoin Custodian.
The Trust and Bitcoin Prices
The CME CF Bitcoin Reference Rate - New York Variant, page 53
10.Refer to your response to comments 18 and 22.  We note your disclosure on pages 29 and
57 that "[i]f the BRRNY is not available, or if the Sponsor determines, in its sole
discretion, that the BRRNY does not reflect an accurate bitcoin price, the Trust’s holdings
may be 'fair valued' in accordance with the valuation policies approved by the Sponsor."
Please revise your disclosure on page 52 to describe the valuation policies approved by
the Sponsor.
BRRNY Methodology, page 54
11.Refer to your response to comment 24.  Please revise to briefly describe the contingency
calculations if, for example, a Relevant Transaction or Constituent Platform is unavailable
or if there is a calculation failure.
12.Please revise to disclose how the Trust will notify Shareholders if there is a material
change in the Constituent Platforms used to calculate the BRRNY or if there is a material
change to the BRRNY Methodology.
Calculation of NAV, page 57
13.We continue to evaluate your response to prior comment 26 and may have further
comment.
14.Refer to your response to comments 27 and 28.  Please revise your disclosure on page 57
to state who is responsible for calculating the ITV and how the ITV is calculated.

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Additional Information About the Trust
The Trust's Fees and Expenses, page 59
15.Refer to your response to comments 32 and 39.  Your disclosure on page 59 that "[t]o pay
for expenses not assumed by the Sponsor (including, without limitation, litigation
expenses and any indemnification obligations under the Trust’s service provider
agreements), the Trustee may directly sell or transfer to an agent of the Shareholders to
sell the bitcoin of the Trust as necessary to pay such expenses" is inconsistent with your
disclosure on page 60 that "[t]he Administrator and/or the Sponsor will direct the Bitcoin
Custodian to transfer bitcoin from the Trust Bitcoin Account, as needed, to pay the
Sponsor Fee and any other Trust expenses not assumed by the Sponsor."  Please revise for
clarity and consistency.  In addition, please revise to expand your disclosure regarding the
sale of bitcoin in connection with the Trust's fees and expenses to describe the mechanics
of how the bitcoin is sold, including where and when the Bitcoin Custodian transfers the
bitcoin in connection with a sale of the Trust's bitcoin, whether the transfers of the Trust's
bitcoin are on-chain or off-chain and who is responsible for paying the transaction costs,
the identity of the Bitcoin Trading Counterparty, whether the Trust uses a liquidity
provider such as a prime broker and, if so, the portion of the Trust’s assets that are held
with the liquidity provider, and whether the Bitcoin Trading Counterparty transfers the
proceeds of the sale to the Trust's Cash Custodian.  In addition, please revise your
disclosure on page 74 to disclose how the Sponsor selects a Bitcoin Trading Counterparty
and disclose the Bitwise Portfolio Oversight Committee's policies related to the criteria of
Bitcoin Trading Counterparties.  Further clarify which of the Trust expenses are not
assumed by the Sponsor's Fee by clarifying what you mean on page 59 that the Sponsor
pays for the "Trust's regular service providers."
16.Please revise to disclose the impact of the use of cash creations and redemptions on the
efficiency of the arbitrage mechanism and how this compares to the use of in-kind
creations and redemptions.
Distributions, page 60
17.Refer to your response to comment 31.  Please revise to disclose how the Trust's bitcoin
will be sold in connection with the termination and liquidation of the Trust.
Custody of the Trust's Assets, page 66
18.Refer to your response to comment 34.  Please revise to disclose the term of the Bitcoin
Custody Agreement, the notification required to terminate the Bitcoin Custody
Agreement, the amount of coverage provided by the Bitcoin Custodian's commercial
crime insurance policy and whether the Sponsor has given the Bitcoin Custodian any
instructions regarding airdrops, Incidental Rights and IR Assets.  In addition, please add
risk factors that address the risks associated with having to replace the Bitcoin Custodian
or the Cash Custodian as well as the risks associated with insolvency, business failure or
interruption, default, failure to perform, security breach or other problems affecting the

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Bitcoin Custodian or the Cash Custodian.  Also please revise to disclose the material
terms of the Cash Custodian Agreement, and please revise your disclosure in the Material
Contracts section to provide the term and termination provision of each contract.
Plan of Distribution
Authorized Participants, page 69
19.Refer to your response to comment 36.  Please revise to identify by name all of
the Authorized Participants with which you have an agreement at the time of effectiveness
of the registration statement.
Creation and Redemption of Shares, page 70
20.Please revise to add disclosure clarifying whether the Authorized Participant bears the risk
of bitcoin price movements with respect to cash creations and redemptions.
Creation Procedures, page 71
21.Refer to your response to comment 37.  Please revise to disclose whether the Bitcoin
Trading Counterparty must have an account with the Bitcoin custodian and whether the
transfer from the Bitcoin Trading Counterparty is on-chain or off-chain in connection with
creations and the transfer of bitcoin from the Bitcoin Custodian to the Bitcoin Trading
Counterparty in connection with redemptions is on-chain or off-chain, and, if on-chain,
who pays for the transfer fee.  In addition, please disclose whether excess cash not needed
for the purchase of bitcoin is returned to the Authorized Participant if the price of bitcoin
has dropped since the Purchase Order Date.  Also please disclose how the Sponsor
"seek[s] to purchase bitcoin at [a] commercially reasonable price" by explaining how the
Sponsor determines the "commercially reasonable price."
Governing Law; Consent to Delaware Jurisdiction, page 81
22.Refer to your response to comment 42.  We note that the forum selection provision applies
to claims under the Securities Act such that the federal district courts of the United States
of America shall be the exclusive forum for the resolution of any complaint asserting a
cause of action arising under the Securities Act, or the rules and regulations promulgated
thereunder.  Please revise to state that investors cannot waive compliance with the federal
securities laws and the rules and regulations thereunder.  In this regard, we note that
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts
over all suits brought to enforce any duty or liability created by the Securities Act or the
rules and regulations thereunder.
Financial Statement
Note 1. Organization, page 96
23.We note from the cover page of your filing that you changed the name of the registrant to
Bitwise Bitcoin ETF. Tell us why the financial statements continue to refer to the

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December 14, 2023
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registrant as Bitwise Bitcoin ETP Trust and why and when the name changed.
Note 2. Significant Accounting Policies, page 96
24.Please include accounting policies for creations and redemptions and calculating the net
asset value.
Exhibits
25.With respect to Exhibit 23.1, we note that KPMG LLP refers to the reference to their firm
under the heading “Fund Service Providers" and “Independent Registered Public
Accounting Firm” in the Registration Statement on Form S-1.  Please ask them to tell us
why they do not refer to the Experts section on page 82.  Also, tell us where the Fund
Service Providers disclosure is included in the Form S-1.
            Please contact Kate Tillan at 202-551-3604 or Michelle Miller at 202-551-3368 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

CORRESP
1
filename1.htm

    Richard
                           Coyle

Partner

        Chapman and Cutler LLP

        320 South Canal Street, 27th Floor

        Chicago, Illinois 60606

        T 312.845.3724

        rcoyle@chapman.com

December 4, 2023

Via EDGAR Correspondence

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Bitwise Bitcoin ETF

            File No. 333-260235

Dear Ms. Bednarowski and Mr. Dobbie:

This letter responds
to your comments regarding the registration statement filed on Form S-1 for the Bitwise Bitcoin ETF (formerly
Bitwise Bitcoin ETP Trust) (the “Trust”) with the staff of the Securities and Exchange Commission (the “Staff”)
on October 25, 2023 (the “Registration Statement”). Capitalized terms used herein, but not otherwise defined,
have the meanings ascribed to them in the Registration Statement.

Comment 1 –
General

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

Response to Comment
1

The Trust’s fact
sheet has been provided to the Staff under separate cover.

Comment 2 –
General

Please describe the
AML, KYC and any other procedures conducted by the Trust or Sponsor to determine, among other things, whether the counter-party
in any transactions is not a sanctioned entity. To the extent that the Trust, Sponsor, Authorized Participant or Custodian may
not know a counter-party, please add risk factor disclosure regarding the potential risk of transactions with a sanctioned entity
and the impact if such a transaction occurs.

Charlotte     Chicago     New
York     Salt Lake City     San
Francisco     Washington, DC

December 1, 2023

Page 2

Response to Comment 2

The Sponsor maintains
a process for approving and monitoring bitcoin trading counterparties, which is overseen by the Bitwise Portfolio Oversight Committee,
which is responsible for investment activities and related risk, as well as counterparty risk. All bitcoin trading counterparties
must be approved by the Bitwise Portfolio Oversight Committee before the Sponsor, on behalf of the Trust, will engage in transactions
with the entity. The Bitwise Portfolio Oversight Committee continuously reviews all approved bitcoin trading counterparties at
its quarterly meetings and will reject the approval of any previously approved bitcoin trading counterparty if new information
arises regarding the entity that puts the appropriateness of that entity as an approved bitcoin trading counterparty in doubt.

In considering which
bitcoin trading counterparties to approve, the Bitwise Portfolio Oversight Committee has instituted rigorous policies and procedures
that include, but are not limited to, (i) a review of all sanctioned entities, including but not limited to, the various categories
of sanctioned persons and entities identified by the Office of Foreign Assets Control; (ii) a review of all publicly available
information regarding the entity, including a review of all information that has been filed pursuant to the requirements of U.S.
or non-U.S. regulators, with a particular emphasis on the identity of the entity’s owners, disclosure events and reports
of disciplinary action; and (iii) a review of the entity’s policies and procedures regarding various topics, including, but
not limited to, anti-money laundering and “know-your-customer” requirements, trade surveillance, auditing and testing
and cybersecurity capabilities.

In addition, the Bitcoin
Custodian has adopted and implemented an anti-money laundering and sanctions compliance program, which provides additional protections
to ensure that the Sponsor and the Trust do not transact with a sanctioned party. Notably, the Bitcoin Custodian performs Know-Your-Transaction
(“KYT”) screening using blockchain analytics to identify, detect, and mitigate the risk of transacting with a sanctioned
or other unlawful actor. Pursuant to the Bitcoin Custodian’s KYT program, any bitcoin that is delivered to the Trust’s
custody account will undergo screening to ensure that the origins of that bitcoin are not illicit.

December 1, 2023

Page 3

Pursuant to the Staff’s
comment, the Registration Statement has been revised to include the following disclosure (emphasis added):

Anonymity and illicit financing
risk.

Although transaction details of peer-to-peer
transactions are recorded on the Bitcoin blockchain, a buyer or seller of digital assets on a peer-to-peer basis directly on the
Bitcoin network may never know to whom the public key belongs or the true identity of the party with whom it is transacting. Public
key addresses are randomized sequences of alphanumeric characters that, standing alone, do not provide sufficient information to
identify users. In addition, certain technologies may obscure the origin or chain of custody of digital assets. The opaque nature
of the market poses asset verification challenges for market participants, regulators and auditors and gives rise to an increased
risk of manipulation and fraud, including the potential for Ponzi schemes, bucket shops and pump and dump schemes. Digital assets
have in the past been used to facilitate illicit activities. If a digital asset was used to facilitate illicit activities, businesses
that facilitate transactions in such digital assets could be at increased risk of potential criminal or civil lawsuits, or of having
banking or other services cut off, and such digital asset could be removed from digital asset exchanges. Any of the aforementioned
occurrences could adversely affect the price of the relevant digital asset, the attractiveness of the respective blockchain network
and an investment in the Shares. If the Trust or the Sponsor were to transact with a sanctioned entity, the Trust or the
Sponsor would be at risk of potential criminal or civil lawsuits or liability.

The Trust takes measures with the objective
of reducing illicit financing risks in connection with the Trust’s activities. However, illicit financing risks are present
in the digital asset markets, including markets for bitcoin. There can be no assurance that the measures employed by the Trust
will prove successful in reducing illicit financing risks, and the Trust is subject to the complex illicit financing risks and
vulnerabilities present in the digital asset markets. If such risks eventuate, the Trust, the Sponsor or their affiliates
could face civil or criminal liability, fines, penalties, or other punishments, be subject to investigation, have their assets
frozen, lose access to banking services or services provided by other service providers, or suffer disruptions to their operations,
any of which could negatively affect the Trust’s ability to operate or cause losses in value of the Shares.

The Sponsor and the Trust have adopted
and implemented policies and procedures that are designed to ensure that they do not violate applicable AML and sanctions laws
and regulations and to comply with any applicable KYC laws and regulations. The Sponsor and the Trust will only interact with known
third party service providers with respect to whom it has engaged in a due diligence process to ensure a thorough KYC process,
such as the Authorized Participants and the Bitcoin Custodian. Authorized Participants, as broker-dealers, and the Bitcoin Custodian,
as a limited purpose trust company subject to New York Banking Law, are subject to the U.S. Bank Secrecy Act (as amended) (“BSA”)
and U.S. economic sanctions laws.

December 1, 2023

Page 4

In addition, the Trust will only accept
creations and redemption requests from regulated Authorized Participants who themselves are subject to applicable sanctions and
anti-money laundering laws and have compliance programs that are designed to ensure compliance with those laws.

The Bitcoin Custodian has adopted and
implemented an anti-money laundering and sanctions compliance program, which provides additional protections to ensure that the
Sponsor and the Trust do not transact with a sanctioned party. Notably, the Bitcoin Custodian performs Know-Your-Transaction (“KYT”)
screening using blockchain analytics to identify, detect, and mitigate the risk of transacting with a sanctioned or other unlawful
actor. Pursuant to the Bitcoin Custodian’s KYT program, any bitcoin that is delivered to the Trust’s custody account
will undergo screening to ensure that the origins of that bitcoin are not illicit.

There is no guarantee that such procedures
will always be effective. If the Authorized Participants have inadequate policies, procedures and controls for complying
with applicable anti-money laundering and applicable sanctions laws or the Trust’s diligence is ineffective, violations of
such laws could result, which could result in regulatory liability for the Trust, the Sponsor, or their affiliates under such laws,
including governmental fines, penalties, and other punishments, as well as potential liability to or cessation of services by the
Bitcoin Custodian. Any of the foregoing could result in losses to the Shareholders or negatively affect the Trust’s ability
to operate.

December 1, 2023

Page 5

Comment 3 –
General

Please revise your
disclosure to provide consistent use of terminology throughout. For example purposes only, if you intend for the following terms
to have different meanings, please revise to disclose or, to the extent you use the following terms interchangeably, please revise
to use one term: (i) “Constituent Platforms” and “Constituent Exchanges” (ii) “CME CF Cryptocurrency
Pricing Products Oversight Committee” and “CME Oversight Committee” and (iii) “CME CF Reference Rate”
and “BRRNY” and (iv) “Sponsor’s management fee” and “Sponsor’s Fee.”

Response to Comment
3

The Registration Statement
has been revised in accordance with the Staff’s comment.

Comment 4 –
Cover Page

Please revise your
disclosure here to identify the initial Authorized Participant as an underwriter, disclose the initial price per Share, and disclose
the termination date of the offering, if any.

Response to Comment
4

Pursuant to the Staff’s
comment, the Sponsor, on behalf of the Trust, represents that in a future amendment to the Registration Statement, disclosure regarding
the initial price per Shares will be included.

However, the Sponsor
respectfully declines to identify the Authorized Participant as an underwriter of the Shares. A determination of whether a particular
market purchaser is an underwriter must take into account all the facts and circumstances pertaining to the activities of the broker-dealer
or its client in the particular case. The Sponsor believes that a statement identifying the initial Authorized Participant is not
required by the Form S-1 requirements and therefore the Sponsor does not anticipate making such disclosure. The Sponsor refers
the Staff to the section of the Registration Statement entitled “Plan of Distribution – Authorized Participants”
which discloses the circumstances under which an Authorized Participant or dealer may be deemed an underwriter and the implications
to Shareholders of such designation.

Comment 5 –
Statement Regarding Forward-Looking Statements

We note your disclosure
that “[t]his prospectus contains ‘forward-looking statements’ within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and within the Private Securities Litigation Reform Act of 1995.”
Section 27A(b)(2)(D) of the Securities Act and Section 21E(b)(2)(D) of the Exchange Act expressly state that the safe harbor for
forward looking statements does not apply to statements made in connection with an initial public offering. Please either remove
any reference to the Private Securities Litigation Reform Act or clarify that the safe harbor does not apply to this offering.

December 1, 2023

Page 6

Response to Comment
5

Pursuant to the Staff’s
comment, the first paragraph of the referenced disclosure has been revised as set forth below:

This Prospectus includes “forward-looking
statements” that generally relate to future events or future performance. In some cases, you can identify forward-looking
statements by terminology such as “may,” “will,” “should,” “expect,” “plan,”
“anticipate,” “believe,” “estimate,” “predict,” “potential,” or the
negative of these terms or other comparable terminology. All statements (other than statements of historical fact) included in
this Prospectus that address activities, events, or developments that will or may occur in the future, including such matters as
movements in the digital asset markets, the Trust’s operations, the Sponsor’s plans, and references to the Trust’s
future success and other similar matters, are forward-looking statements. These statements are only predictions. Actual events
or results may differ materially. These statements are based upon certain assumptions and analyses the Sponsor has made based on
its perception of historical trends, current conditions, and expected future developments, as well as other factors appropriate
in the circumstances.

Comment 6 –
Prospectus Summary

Please revise to disclose
whether the Trust is a passive or active investment vehicle and that Shareholders do not have voting rights.

Response to Comment
6

Pursuant to the Staff’s
comment, the following disclosure has been added to the Registration Statement:

The Trust is passively managed and does
not pursue active management investment strategies, and the Sponsor does not actively manage the bitcoin held by the Trust. This
means that the Sponsor does not sell bitcoin at times when its price is high or acquire bitcoin at low prices in the expectation
of future price increases. It also means that the Sponsor does not make use of any of the hedging techniques available to professional
bitcoin investors to attempt to reduce the risks of losses resulting from price decreases.

December 1, 2023

Page 7

Additionally, the section
of the Registration Statement entitled “Risk Factors” has been revised to include the following disclosure:

The Trust is a passive investment
vehicle. The Trust is not actively managed and will be affected by a general decline in the price of bitcoin.

The Sponsor does not actively manage
the bitcoin held by the Trust. This means that the Sponsor does not sell bitcoin at times when its price is high, or acquire bitcoin
at low prices in the expectation of future price increases. It also means that the Sponsor does not make use of any of the hedging
techniques available to professional bitcoin investors to attempt to reduce the risks of losses resulting from price decreases.
Any losses sustained by the Trust will adversely affect the value of the Shares.

Disclosure regarding
Shareholders lack of voting rights is included in the sections of the Registration Statement entitled “Risk Factors –
Shareholders do not have the rights enjoyed by investors in certain other vehicles and may be adversely affected by a lack of statutory
rights and by limited voting and distribution rights” and “Management; Voting By Shareholders.”

Comment 7 –
The Trust’s Fees and Expenses

We note your disclosure
that the “Sponsor’s management fee is based on a percentage of the adjusted NAV of the Trust” and that the Sponsor’s
Fee is paid in bitcoin. Please disclose how the value of the bitcoin for the Sponsor’s Fee is determined, including how the
NAV of the Trust is adjusted. In addition, please disclose whether the Trust is responsible for paying any costs associated with
the transfer of bitcoin to the Sponsor or the sale of bitcoin for costs not included in the Sponsor’s Fee. Also disclose
whether any of the Trust’s expenses payable by the Sponsor from the Sponsor’s Fee are capped.

December 1, 2023

Page 8

Response to Comment
7

Pursuant to the Staff’s
comment, the referenced disclosure has been revised as set forth below:

The Trust will pay the unitary Sponsor
Fee of 0.__% per annum o

United States securities and exchange commission logo
November 14, 2023
Hunter Horsley
Chief Executive Officer
Bitwise Bitcoin ETP Trust
c/o Bitwise Investment Advisers, LLC
400 Montgomery Street, Suite 600
San Francisco, CA 94104
Re:Bitwise Bitcoin ETP Trust
Amendment No. 1 to Registration Statement on Form S-1
Filed October 25, 2023
File No. 333-260235
Dear Hunter Horsley:
            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 29, 2023 letter.
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.
2.Please describe the AML, KYC and any other procedures conducted by the Trust or
Sponsor to determine, among other things, whether the counter-party in any transactions is
not a sanctioned entity.  To the extent that the Trust, Sponsor, Authorized Participant or
Custodian may not know a counter-party, please add risk factor disclosure regarding the
potential risk of transactions with a sanctioned entity and the impact if such a transaction
occurs.
3.Please revise your disclosure to provide consistent use of terminology throughout.  For

 FirstName LastNameHunter Horsley
 Comapany NameBitwise Bitcoin ETP Trust
 November 14, 2023 Page 2
 FirstName LastNameHunter Horsley
Bitwise Bitcoin ETP Trust
November 14, 2023
Page 2
example purposes only, if you intend for the following terms to have different meanings,
please revise to disclose or, to the extent you use the following terms interchangeably,
please revise to use one term: (i) "Constituent Platforms" and "Constituent Exchanges"
(ii) "CME CF Cryptocurrency Pricing Products Oversight Committee" and "CME
Oversight Committee" and (iii) "CME CF Reference Rate" and "BRRNY" and (iv)
"Sponsor's management fee" and "Sponsor's Fee."
Cover Page
4.Please revise your disclosure here to identify the initial Authorized Participant as an
underwriter, disclose the initial price per Share, and disclose the termination date of the
offering, if any.
Statement Regarding Forward-Looking Statements, page i
5.We note your disclosure that "[t]his prospectus contains 'forward-looking
statements' within the meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934 and within the Private Securities Litigation
Reform Act of 1995."  Section 27A(b)(2)(D) of the Securities Act and Section
21E(b)(2)(D) of the Exchange Act expressly state that the safe harbor for forward looking
statements does not apply to statements made in connection with an initial public
offering.  Please either remove any reference to the Private Securities Litigation Reform
Act or clarify that the safe harbor does not apply to this offering.
Prospectus Summary, page 1
6.Please revise to disclose whether the Trust is a passive or active investment vehicle and
that Shareholders do not have voting rights.
The Trust's Fees and Expenses, page 4
7.We note your disclosure that the "Sponsor's management fee is based on a percentage of
the adjusted NAV of the Trust" and that the Sponsor's Fee is paid in bitcoin.  Please
disclose how the value of the bitcoin for the Sponsor's Fee is determined, including how
the NAV of the Trust is adjusted.  In addition, please disclose whether the Trust is
responsible for paying any costs associated with the transfer of bitcoin to the Sponsor or
the sale of bitcoin for costs not included in the Sponsor's Fee.  Also disclose whether any
of the Trust's expenses payable by the Sponsor from the Sponsor's Fee are capped.
Custody of the Trust's Assets, page 5
8.Please revise your disclosure here to provide quantitative information regarding the
portion of the Trust'sprivate keys that are held in cold storage, and revise your disclosure
on page 59 to include a more detailed description of the Bitcoin Custodian's procedures
for holding the Trust's assets and private keys.  In this regard, we note your disclosure on
pages 5 and 59 that "[t]he Bitcoin Custodian will keep a substantial portion of the private

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 November 14, 2023 Page 3
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Hunter Horsley
Bitwise Bitcoin ETP Trust
November 14, 2023
Page 3
keys associated with the Trust’s bitcoin in “cold storage” or similarly secure technology
(the “Cold Vault Balance”), with any remainder of the Vault Balance held as a Hot Vault
Balance."  Please revise your disclosure on page 59 to describe the "similarly secure
technology."  In addition, we note that the Trust may receive cash or bitcoin from the
Authorized Participants and the Bitcoin Trading Counterparty in connection with
creations and will give the Authorized Participants and the Bitcoin Trading Counterparty
bitcoin or cash in connection with redemptions.  Please disclose on page 59 how and when
the Custodian is directed to transfer the bitcoin from the Cold Vault Balance to the Hot
Vault Balance or from the Hot Vault Balance to the Cold Vault Balance in connection
with (i) receiving bitcoin from the Authorized Participants, (ii) receiving bitcoin from the
Bitcoin Trading Counterparty, (iii) selling bitcoin to pay the Trust's expenses and
liabilities, (iv) transferring bitcoin to the Authorized Participants or the Bitcoin Trading
Counterparty and (v) paying the Sponsor's fee.
Principal Investment Risks of an Investment in the Trust, page 5
9.Please revise your disclosure to provide quantitative information that demonstrates the
volatility of the price of bitcoin.
10.Your disclosure on page 6 that "[a]ll creations and redemptions will take place in-kind" is
inconsistent with your disclosure on page 3 that "[a]n Authorized Participant will deliver,
or cause to be delivered, bitcoin or cash to the Trust in exchange for Shares when it
purchases Shares, and the Trust will deliver bitcoin or cash to an Authorized Participant,
or its designee, when it redeems Shares from the Trust."  Please revise for consistency, or
clarify what you mean.
11.Please revise here to briefly address the risks associated with the competition you will
face in launching and sustaining your product, including the risk that your timing in
reaching the market and your fee structure relative to other bitcoin ETPs could have a
detrimental effect on the scale and sustainability of your product.
Environmental concerns could slow or curtail the supply of bitcoin, page 12
12.Please briefly address the reasons why bitcoin mining may implicate different risks than
other crypto asset mining such as the differences in proof-of-work and proof-of-stake.  In
addition, please revise here to discuss in greater detail the regulations that states have
passed or are currently considering that impact crypto asset mining or include a cross-
reference.
The prevailing level of transaction fees, page 15
13.Please revise to provide quantitative information regarding the fluctuations of transaction
fees of the Bitcoin network.

 FirstName LastNameHunter Horsley
 Comapany NameBitwise Bitcoin ETP Trust
 November 14, 2023 Page 4
 FirstName LastName
Hunter Horsley
Bitwise Bitcoin ETP Trust
November 14, 2023
Page 4
Risks Associated with the Market for Bitcoin
The venues through which bitcoin trades are relatively new, page 16
14.Please revise to divide this risk factor into separate risk factors with headings that describe
the specific risk highlighted.  In this regard, we note, for example, that this risk factor
currently addresses the risks related to the lack of regulation of crypto asset exchanges, the
risk of fraud and security breaches on crypto asset exchanges, the risk of business failures
of crypto asset exchanges, the risk of price manipulation, the risk of front-running and the
risk of wash-trading.
Risks Associated with the CME CF Bitcoin Reference Rate - New York Variant and CME Real
Time Price
The BRRNY and CME Real Time Price each have a limited history, page 18
15.Please revise to describe the BRRNY's and CME Real Time Price's limited history by
disclosing when each index was created.  In addition, please clarify here what you mean
by your disclosure that the Trust does not "transact in the Shares based on the BRRNY,"
as you note that the Trust utilizes the BRRNY for cash creations.
Risks Associated with Investing in the Trust
The NAV may not always correspond to the market price of bitcoin, page 20
16.We note your disclosure that the NAV of the Trust may not always correspond to the
Trust's bitcoin holdings.  Please expand to discuss whether or not slippage is more
pronounced in the trading of crypto assets as compared to other asset classes and bitcoin
as compared to other crypto assets, how the amount of slippage is calculated, if it can
constitute a material percentage, and whether or not you take any steps to limit its impact.
Investors may be adversely affected by the creation or redemption orders, page 21
17.Please expand this risk factor to provide a brief description of what is deemed as an
"emergency" such that the fulfillment of a creation or redemption is not reasonably
practicable.  In addition, revise your disclosure in the Suspension or Rejection
of Redemption Orders section that begins on page 67 to provide a more detailed
description of what is deemed as an "emergency" such that the fulfillment of a creation or
redemption is not reasonably practicable, and disclose the factors the Sponsor will
consider to determine whether the suspension of creations and redemptions or the
postponement of settlement dates are necessary for the protection of the Trust's
Shareholders.
Investors may be adversely affected by an overstatement or understatement of the NAV, page 22
18.On page 22, you disclose that "[i]n certain circumstances, the Trust's bitcoin investments
may be valued using techniques other than reliance on the price established by the
BRRNY."  Please expand this risk factor to briefly discuss when the value of the Trust's

 FirstName LastNameHunter Horsley
 Comapany NameBitwise Bitcoin ETP Trust
 November 14, 2023 Page 5
 FirstName LastNameHunter Horsley
Bitwise Bitcoin ETP Trust
November 14, 2023
Page 5
bitcoins will be determined using techniques other than reliance on the price established
by the BRRNY.  In addition, revise your disclosure in the Trust and Bitcoin Prices section
that begins on page 44 to provide a more detailed discussion of the circumstances in
which the Trust's bitcoin investments may be valued using techniques other than reliance
on the price established by the BRRNY, and disclose which of the Trust's service
providers may make this determination.
The development and commercialization of the Trust is subject to competitive pressures, page 24
19.We note your disclosure on page 24 that, if the Sponsor is unable to generate "meaningful
revenues from the Trust," it could cause the Sponsor to dissolve and terminate the Trust.
Please revise to quantify or otherwise describe what "meaningful revenues" means.
Similarly, we note your disclosure on page 30 that "there can be no assurance that the
Trust will grow to or maintain an economically viable size, in which case the Sponsor
may elect to terminate the Trust, which could result in the liquidation of the Trust’s
bitcoin at a time that is disadvantageous to an investor in the Shares."  Please revise to
quantify or otherwise describe what "an economically viable size" means.
Tax Risk
The IRS may disagree with or seek to challenge, page 29
20.We note your disclosure that the Sponsor has "delivered the Prospective Abandonment
Notices to the Custodian stating that the Trust is irrevocably abandoning, effective
immediately prior to settlement of any creation order for the purchase of new Shares or
redemption order for the redemption of existing Shares, all Incidental Rights or IR Assets
to which it would otherwise be entitled as of such time and with respect to which it has
not taken any Affirmative Action at or prior to such time" and that "the Trust has also
abandoned Incidental Rights and IR Assets through Affirmative Actions."  Please provide
a definition for the term "Affirmative Actions" here.  In addition, please revise
your disclosure in the Incidental Rights and IR Assets section on page 53 to disclose if
and, if so, how the Sponsor will notify Shareholders if it changes its position of
abandoning all Incidental Rights and IR Assets.
Other Risks
Shareholders' limited rights of legal recourse against the Trust, page 34
21.Please expand this risk factor to discuss the insurance policy held by the Bitcoin
Custodian so that investors understand the amount to which the insurance policy covers
or does not cover the Trust's bitcoin held by the Bitcoin Custodian.
The Trust and Bitcoin Prices
The CME CF Bitcoin Reference Rate - New York Variant, page 44
22.We note your disclosure on page 45 that "[t]he Sponsor, in its sole discretion, may
cause the Trust to price its portfolio based upon an index or standard other than the

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 Comapany NameBitwise Bitcoin ETP Trust
 November 14, 2023 Page 6
 FirstName LastNameHunter Horsley
Bitwise Bitcoin ETP Trust
November 14, 2023
Page 6
BRRNY at any time, with prior notice to the Shareholders, if investment conditions
change or the Sponsor believes that another index or standard better reflects the price of
bitcoin."  Please revise to disclose the criteria the Sponsor will use to determine that
another index or standard better aligns with the Trust's investment objective and strategy.
In addition, please disclose how and when the Shareholders will be notified that the
Sponsor has caused the Trust to price its portfolio based on an index or standard other
than the BRRNY.
23.Please include a brief description of each of the Constituent Exchanges, including where
they are located and how they are licensed and regulated.
Contingency Calculation Measures, page 46
24.Please revise your list of contingency provisions on page 46 to clarify the difference
between each situation.  For example, if a Relevant Transaction is not available, it is
disregarded in the calculation, but, if one or more Relevant Transactions occur but cannot
be retrieved, the Constituent Platform is disregarded in the calculation.  Clarify the
difference between a situation in which the Relevant Transaction is disregarded and a
situation in which the Constituent Platform is disregarded.  In addition, please provide a
definition here for the "Calculation Agent."
Delayed Calculation & Publication, page 47
25.We note your disclosure on page 47 that "[s]hould the Administrator not be able to
calculate and publish the BRRNY by 23:59:59 London time on that Calculation Day then
the Calculation Failure provisions shall come into effect."  Please revise to disclose the
New York time at 23:59:59 London time.  In addition, please revise this sentence and
throughout to clarify whether by "Administrator" you are referring to the BRR
Administrator or to the Trust's Administrator.
Calculation of NAV, page 51
26.We note your response to prior comment 7.  Please address the following with respect to
your application of ASC Topic 820:
•Provide us with your accounting policy for determining the fair value of bitcoin in
accordance with ASC Topic 820.
•As the trust is expected to primarily transact with the bitcoin markets through the
Authorized Participant, confirm for us that your determination of the principal market
will be from th

CORRESP
1
filename1.htm

  Richard
Coyle

Partner

  Chapman
and Cutler LLP

320
South Canal Street, 27th Floor

Chicago,
Illinois 60606

T
312.845.3724

rcoyle@chapman.com

October
25, 2023

Via
EDGAR Correspondence

United
States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Bitwise
                                            Bitcoin ETP Trust

                                                         File No. 333-260235

Dear
Ms. Bednarowski and Mr. Dobbie:

This
letter responds to your comments regarding the registration statement filed on Form S-1 for the Bitwise Bitcoin ETP Bitcoin Trust
(the “Trust”) with the staff of the Securities and Exchange Commission (the “Staff”) on October
14, 2021 (the “Registration Statement”). Capitalized terms used herein, but not otherwise defined, have the meanings
ascribed to them in the Registration Statement.

Comment
1 – General

Based
on our preliminary review of your registration statement, we have the following initial set of comments. Once you have amended your registration
statement and responded to each of these comments, we will provide you with more detailed comments relating to your registration statement,
as appropriate.

Response
to Comment 1

The
Sponsor, on behalf of the Trust, acknowledges and appreciates the Staff’s comments. Pre-Effective Amendment No. 1 to the Registration
Statement (the “Amendment”) has been filed on or about the date hereof in order to respond the Staff’s comments
and make other updates to the Registration Statement.

Comment
2 – General

Please
disclose all omitted information as soon as it has been determined. By way of example, we note that you omit the identification of the
initial Authorized Participant, the Exchange, the Transfer Agent, the Marketing Agent and the cash custodian, as well as inclusion of
the material agreements as exhibits to the Registration Statement. Please revise to include this information in a subsequent amendment
to the Registration Statement. Please also acknowledge that the Staff will need sufficient time to review this information when it is
included in a subsequent amendment.

October 25, 2023

Page 2

Response
to Comment 2

Pursuant
to the Staff’s comment, the Registration Statement has been updated to provide all requested information that is currently available.
The Registration Statement will be further amended at a future date to include all currently omitted information. The Sponsor, on behalf
of the Trust, represents that such amendment will take place prior the Trust requesting acceleration of the effectiveness of the Registration
Statement. The Sponsor confirms the Registration Statement will be amended with executed agreements prior to the time of its request
for acceleration of effectiveness of the Registration Statement. The Sponsor acknowledges that the Staff will need time to review such
information.

Comment
3 – General

The
Staff refers the Trust to the Staff’s December 2022 Sample Letter to Companies Regarding Recent Developments in Crypto Asset Markets,
located at the following address: https://www.sec.gov/corpfin/sample-letter-companies-regarding-crypto-asset-markets.
Please consider the issues identified in the sample letter as applicable to the Trust’s facts and circumstances and revise the
disclosure accordingly.

Response
to Comment 3

The
Sponsor, on behalf of the Trust, has set forth its responses below to Comments 1 through 16 in the above-referenced letter.

 1. Provide
                                            disclosure of any significant crypto asset market developments material to understanding
                                            or assessing your business, financial condition and results of operations, or share price
                                            since your last reporting period, including any material impact from the price volatility
                                            of crypto assets.

The
Sponsor refers the Staff to the sections of the prospectus entitled “Risk Factors” and “Bitcoin, Bitcoin Market
and Regulation of Bitcoin.” The disclosure therein contains disclosure which discusses the implications of recent developments
in the digital asset market. As the Trust as no operating history, these developments have not had any impact on the financial
condition and results of operations. To the extent similar events occur in the future and have such an impact, appropriate
disclosure would be included in the Trust’s periodic reports filed pursuant to the Securities Exchange Act of 1934 in a
prospectus or prospectus supplement, as applicable.

October 25, 2023

Page 3

 2. To
                                            the extent material, discuss how the bankruptcies of XX and XX and the downstream effects
                                            of those bankruptcies have impacted or may impact your business, financial condition, customers,
                                            and counterparties, either directly or indirectly. Clarify whether you have material assets
                                            that may not be recovered due to the bankruptcies or may otherwise be lost or misappropriated.

The
Trust has not yet commenced operations and therefore does not have material assets that may not be recovered due to the bankruptcies
or has been misappropriated. The Sponsor confirms that none of the service providers that the Trust has engaged or contemplates engaging
have been materially affected by any prominent bankruptcies and other notable events in the digital asset industry. Nonetheless, the
Registration Statement, as reflected in the Amendment, now contains extensive disclosure regarding the bankruptcies of FTX, BlockFi Inc.,
Genesis Global Capital, LLC, Celsius Network, Voyager Digital Ltd., and Three Arrows Capital. Such disclosure can be found in the section
of the prospectus entitled “Risk Factors.”

 3. If
                                            material to an understanding of your business, describe any direct or indirect exposures
                                            to other counterparties, customers, custodians, or other participants in crypto asset markets
                                            known to:

 ● Have
                                            filed for bankruptcy, been decreed insolvent or bankrupt, made any assignment for the benefit
                                            of creditors, or have had a receiver appointed for them.

 ● Have
                                            experienced excessive redemptions or suspended redemptions or withdrawals of crypto assets.

 ● Have
                                            the crypto assets of their customers unaccounted for.

 ● Have
                                            experienced material corporate compliance failures.

At
this time, the Sponsor is unaware of any direct or indirect exposures to other counterparties, customers, custodians, or other participants
in crypto asset markets known to: (i) have filed for bankruptcy, been decreed insolvent or bankrupt, made any assignment for the benefit
of creditors, or have had a receiver appointed for them; (ii) have experienced excessive redemptions or suspended redemptions or withdrawals
of crypto assets; (iii) have the crypto assets of their customers unnacounted for; or (iv) have experienced material corporate compliance
failures.

October 25, 2023

Page 4

 4. If
                                            material to an understanding of your business, discuss any steps you take to safeguard your
                                            customers’ crypto assets and describe any policies and procedures that are in place
                                            to prevent self-dealing and other potential conflicts of interest. Describe any policies
                                            and procedures you have regarding the commingling of assets, including customer assets, your
                                            assets, and those of affiliates or others. Identify what material changes, if any, have been
                                            made to your processes in light of the current crypto asset market disruption.

With
respect to the safeguarding of the Trust’s digital assets, the Sponsor refers the Staff to the disclosure set forth in the
section of the prospectus entitled “Custody of the Trust’s Assets,” which includes a description of the
safekeeping procedures used by the Trust’s Bitcoin Custodian to hold the Trust’s bitcoin. With respect to policies and
procedures that are in place to prevent self-dealing and other potential conflicts of interest, the Sponsor refers the Staff to the
disclosure set forth in the section of the prospectus entitled “Conflicts of Interest” and Response to Comment 11
below.

 5. Disclose
                                            whether you have experienced excessive redemptions or withdrawals, or have suspended redemptions
                                            or withdrawals, of crypto assets and explain the potential effects on your financial condition
                                            and liquidity.

As
the Trust has not commenced operations, this comment is inapplicable to the Trust and the Registration Statement.

 6. We
                                            note that you own or have issued crypto assets and/or hold crypto assets on behalf of third
                                            parties. To the extent material, explain whether these crypto assets serve as collateral
                                            for any loan, margin, rehypothecation, or other similar activities to which you or your affiliates
                                            are a party. If so, identify and quantify the crypto assets used in these financing arrangements
                                            and disclose the nature of your relationship for loans with parties other than third-parties.
                                            State whether there are any encumbrances on the collateral. Discuss whether the current crypto
                                            asset market disruption has affected the value of the underlying collateral.

The
Trust will not issue crypto assets or hold crypto assets on behalf of third parties. Accordingly, the Sponsor does not believe this comment
is applicable to the Trust and the Registration Statement.

 7. To
                                            the extent material, explain whether, to your knowledge, crypto assets you have issued serve
                                            as collateral for any other person’s or entity’s loan, margin, rehypothecation
                                            or similar activity. If so, discuss whether the current crypto asset market disruption has
                                            impacted the value of the underlying collateral and explain any material financing and liquidity
                                            risk this raises for your business.

October 25, 2023

Page 5

The
Trust will not issue crypto assets. Accordingly, the Sponsor does not believe this comment is applicable to the Trust and the Registration
Statement.

 8. Describe
                                            any material risk to you, either direct or indirect, due to excessive redemptions, withdrawals,
                                            or a suspension of redemptions or withdrawals, of crypto assets. Identify any material concentrations
                                            of risk and quantify any material exposures.

The
Sponsor refers the Staff to the sections of the prospectus entitled “Risk Factors” and “Creation and Redemption of
Shares – Suspension or Rejection of Redemption Orders.” In particular, the Sponsor refers the Staff to the risk entitled
“Investors may be adversely affected by creation or redemption orders that are subject to postponement, suspension or rejection
under certain circumstances” on page 21.

 9. To
                                            the extent material, discuss any reputational harm you may face in light of the recent disruption
                                            in the crypto asset markets. For example, discuss how market conditions have affected how
                                            your business is perceived by customers, counterparties, and regulators, and whether there
                                            is a material impact on your operations or financial condition.

The
sole purpose of the Trust is to hold bitcoin for the benefit of its Shareholders. The Trust does not engage in any other activities in
the digital asset market. Therefore, the Sponsor does not view the risk of any reputational harm as material in light of the circumstances.

 10. We
                                            note that you are not authorized or permitted to offer your products and services to customers
                                            outside of the jurisdictions where you have obtained the required governmental licenses and
                                            authorizations. Describe any material risks you face from unauthorized or impermissible customer
                                            access to your products and services outside of those jurisdictions. Describe any steps you
                                            take to restrict access of U.S. persons to your products and services and any related material
                                            risks.

The
Shares of the Trust are offered and sold only to Authorized Participants who are registered broker-dealers under the Securities Exchange
Act of 1934, members of the Financial Industry Regulatory Authority Inc. and have been confirmed to be U.S. Persons.

 11. Describe
                                            any material risks to your business from the possibility of regulatory developments related
                                            to crypto assets and crypto asset markets. Identify material pending crypto legislation or
                                            regulation and describe any material effects it may have on your business, financial condition,
                                            and results of operations.

October 25, 2023

Page 6

The
Trust refers the Staff to the sections of the prospectus entitled “Bitcoin, Bitcoin Market and Regulation of Bitcoin –
Regulation of Bitcoin” and “Risk Factors – Regulatory Risk.” Each highlighted section contains voluminous
disclosure regarding material risks to the Trust from the possibility of regulatory developments related to crypto assets and crypto
asset markets as well as identifying material pending crypto legislation or regulation and describing any material effects it may
have on the Trust’s business, financial condition, and results of operations.

 12. Describe
                                            any material risks you face related to the assertion of jurisdiction by U.S. and foreign
                                            regulators and other government entities over crypto assets and crypto asset markets.

The
Sponsor refers the Staff to the sections of the prospectus entitled “Bitcoin, Bitcoin Market and Regulation of Bitcoin –
Regulation of Bitcoin” and “Risk Factors – Regulatory Risk.” Each highlighted section contains voluminous disclosure
regarding material risks faced by the Trust related to the assertion of jurisdiction by U.S. and foreign regulators and other government
entities over crypto assets and crypto asset markets.

 13. Describe
                                            any material risks related to safeguarding your, your affiliates’, or your customers’
                                            crypto assets. Describe any m

United States securities and exchange commission logo
September 29, 2023
Hunter Horsley
Chief Executive Officer
Bitwise Bitcoin ETP Trust
c/o Bitwise Investment Advisers, LLC
300 Brannan Street, Suite 201
San Francisco, CA 94107
Re:Bitwise Bitcoin ETP Trust
Registration Statement on Form S-1
Filed October 14, 2021
File No. 333-260235
Dear Hunter Horsley:
            We have reviewed your 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 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.
Registration Statement on Form S-1
General
1.Based on our preliminary review of your registration statement, we have the following
initial set of comments.  Once you have amended your registration statement and
responded to each of these comments, we will provide you with more detailed comments
relating to your registration statement, as appropriate.
2.We note that your registration statement includes a number of blanks or omitted
information, including, for example, the identification of the initial Authorized
Participant, the Bitcoin Custodian and the Marketing Agent, disclosure regarding the
terms of your material contracts and the exhibits containing the material contracts.  Please

 FirstName LastNameHunter Horsley
 Comapany NameBitwise Bitcoin ETP Trust
 September 29, 2023 Page 2
 FirstName LastNameHunter Horsley
Bitwise Bitcoin ETP Trust
September 29, 2023
Page 2
revise to include this information in your next amendment, or tell us when you intend to
do so.  Please also confirm your understanding that the staff will need sufficient time to
review this information, and we may have additional comments at that time.
3.We refer you to our December 2022 Sample Letter to Companies Regarding Recent
Developments in Crypto Asset Markets, located on our website at the following address:
https://www.sec.gov/corpfin/sample-letter-companies-regarding-crypto-asset-markets.
Please consider the issues identified in the sample letter as applicable to your facts and
circumstances, and revise your disclosure accordingly.
Risk Factors, page 9
4.Provide a materially complete description of the risks related to bitcoin and the bitcoin
network, including, for example, the risks presented by the existence of bitcoin “whales”
and the concentration in bitcoin ownership. Please also discuss in your risk factors the
extent to which material aspects of the business and operations of bitcoin trading
platforms are not regulated, including, for example, the risks of fraud, manipulation,
wash-trading and front-running.
The Trust and the Bitcoin Prices, page 40
5.Please revise your disclosure to address the competition you will face in launching and
sustaining your product.  Please also revise your risk factors to address the risks associated
with this competition, including the risk that your timing in reaching the market and your
fee structure relative to other bitcoin ETPs could have a detrimental effect on the scale and
sustainability of your product.
The CME US Reference Rate, page 40
6.Please revise your disclosure to provide a materially complete description of the reference
rate methodology.  Please also address the following in your disclosure regarding the
reference rate:
•Include a table with market share and volume information for each constituent
trading platform used to calculate the CME US Reference Rate;
•Explain how the identified trading platforms are selected and describe how the CME
US Reference Rate is calculated by providing an example of the calculation;
•Disclose the extent to which the Sponsor has discretion to select a different reference
rate; and
•Disclose whether the Sponsor will notify investors of changes to the constituent
trading platforms used to calculate the reference rate, and, if so, how the Sponsor will
notify the investor of such changes.
Calculation of NAV, page 43
7.Please include a materially complete description of the methodology to be used to
calculate NAV and disclose how you will value your bitcoin holdings for GAAP

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 Comapany NameBitwise Bitcoin ETP Trust
 September 29, 2023 Page 3
 FirstName LastName
Hunter Horsley
Bitwise Bitcoin ETP Trust
September 29, 2023
Page 3
purposes.  Please also tell us how you intend to develop accounting and valuation policies
to address significant events related to crypto assets.  For example, explain to us how your
valuation policies will address the potential for a blockchain for a crypto asset to diverge
into different paths (i.e., a “fork”) and airdrops.
Custody of the Trust's Assets, page 51
8.Please revise to provide a materially complete discussion of your bitcoin custody
arrangements.  For example, please consider addressing the following:
•Describe the material terms of your agreement with the Bitcoin Custodian;
•Describe how the custodian will store the private keys, including whether they will be
commingled with assets of other customers and the geographic location where they
will be stored;
•Identify who will have access to the private key information and disclose whether any
entity will be responsible for verifying the existence of the bitcoins; and
•Disclose whether and to what extent the custodian carries insurance for any losses of
the bitcoin that it custodies for you.
Plan of Distribution
Creation and Redemption of Shares, page 53
9.Please include a materially complete discussion of the creation and redemption process.
As appropriate, please also address the following:
•Discuss the potential impact on the arbitrage mechanism of the price volatility,
trading volume, price differentials across bitcoin trading platforms, and the closing of
bitcoin trading platforms due to fraud, failures, security breaches or otherwise; and
•Describe the mechanics of how the creation and redemption process will work
between the Trust, the Authorized Participants and the Custodian, including a
discussion of whether and to what extent transactions between the Authorized
Participants and the custodian will be settled on-chain or off-chain, and any risks
associated with the settlement process.
10.Please discuss whether and to what extent the size of your creation and redemption
baskets could have an impact on the arbitrage mechanism in light of the market for
bitcoin.
Conflicts of Interest, page 58
11.Please revise to disclose all existing and potential conflicts of interest between your
Sponsor and its affiliates and the Trust.  Please also clarify whether the Sponsor or any
insiders have bitcoin or bitcoin-related exposure that could create conflicts of interest and
disclose whether you have a code of conduct or other requirements for pre-clearance of
bitcoin-related transactions that apply to your employees, the Sponsor, or any of its
affiliates.

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 September 29, 2023 Page 4
 FirstName LastName
Hunter Horsley
Bitwise Bitcoin ETP Trust
September 29, 2023
Page 4
Experts, page 65
12.Please revise to include this information in your next amendment, or tell us when you
intend to do so.
Financial Statements, page 75
13.We note your disclosure that your audited financial statements will be provided by
amendment.  Please confirm you will file these audited financial statements in a pre-
effective amendment as soon as they are available in order to allow the staff sufficient
time to complete its review.  Please also confirm your understanding that the staff will
need sufficient time to review the audited financial statements and related information,
and we may have additional comments at that time.
            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.
            You may contact Kate Tillan at 202-551-3604 or Michelle Miller at 202-551-3368 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Sonia Bednarowski at 202-551-3666 or Justin Dobbie at 202-551-3469 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets