SecProbe.io

CORRESP
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 filename1.htm

 Bitwise Ethereum 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 Ethereum ETF
(the "Registrant" )

 Ladies and Gentlemen:

 The undersigned, Bitwise Ethereum 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 Post-Effective Amendment No. 4 to the Registrant's Registration Statement on Form S-1 (Registration No. 333-278308), 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 Ethereum ETF

 By:
 /s/ Paul (Teddy) Fusaro

 Name:
 Paul (Teddy) Fusaro

 Title:
 Chief Operating Officer

CORRESP
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 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

 June 23, 2025

 Via EDGAR Correspondence

 United States Securities and Exchange Commission
Division of Corporation Finance
Office of Crypto Assets

 100 F Street, N.E.
Washington, D.C. 20549

 Re:
 Bitwise Ethereum ETF

 File No. 333-278308

 Dear Ms. Miller and Mr. Niethamer:

 This letter responds to your
comments regarding post-effective amendment no. 1 to the registration statement filed on Form S-1 for the Bitwise Ethereum 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 – Prospectus
Summary – Purchases and Sales of Ether, page 5

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

 Response to Comment 1

 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 Ether Trading Counterparty. This agreement set forth the
general parameters under which a transaction in ether will be effectuated, should any transaction with an Ether Trading Counterparty occur.
The agreement shall remain in effect until terminated in writing by either the Trust or the Ether Trading Counterparty. The Ether 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 Ether 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) the Ether 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 Ether Trading Counterparty.

 June 23, 2025

 Page 2

 Comment 2 – The
Trust's Service Providers – The Ether Custodian, page 6

 The Staff notes that the Trust
may retain additional ether 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 ether custodians.

 Response to Comment 2

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

 In selecting a Future Ether 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 3 – Creation
and Redemption of Shares, page 107

 The Staff notes your disclosure
on page 108 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 3

 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, ABN AMRO Bank N.V., 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 ABN AMRO Bank N.V., 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,
ABN AMRO Bank N.V., Marex Financial and The Bank of New York Mellon Corporation may only conduct Cash Creations and Cash Redemptions.

 Comment 4 – Creation
and Redemption of Shares, page 107

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

 Response to Comment 4

 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.

 ********

 June 23, 2025

 Page 3

 Please call me at (312) 845-3724
or my colleague James Audette at (312) 845-3421 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 Ethereum ETF
250 Montgomery Street, Suite 200
San Francisco, California 94104

 Re: Bitwise Ethereum ETF
 Post-Effective Amendment No. 1 to
 Registration Statement on Form S-1
 Filed June 10, 2025
 File No. 333-278308
Dear Hunter Horsley:

 We have reviewed your post-effective amendment 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.

Post-Effective Amendment No. 1 to Form S-1
Prospectus Summary
Purchases and Sales of Ether, page 5

1. Please revise to disclose the material terms of the agreements with the
Ether Trading
 Counterparties.
The Trust's Service Providers
The Ether Custodian, page 6

2. We note that the Trust may retain additional ether 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 ether custodians.
 June 18, 2025
Page 2
Creation and Redemption of Shares, page 107

3. We note your disclosure on page 108 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.
4. Please reconcile your disclosures in this section relating to timing of
placing of
 Creation Orders and Redemption Orders for in-kind transactions, with
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.

 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
1
filename1.htm

Bitwise
Ethereum ETF

250 Montgomery Street, Suite 200

San
Francisco, California 94104

July
18, 2024

VIA
EDGAR CORRESPONDENCE

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

 Re: Bitwise
                                            Ethereum ETF

                                            (the “Registrant”)

Ladies
and Gentlemen:

The
undersigned, Bitwise Ethereum 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. 4 to the Registrant’s
Registration Statement on Form S-1 (Registration No. 333-278308), filed on July 17, 2024, so that the same may become effective at 4:30
p.m. Eastern Time on July 22, 2024 or as soon thereafter as practicable.

  Very
               truly yours,

  Bitwise
               Investment Advisers, LLC,

  Sponsor
               of the Bitwise Ethereum ETF

 By: /s/
                                            Paul (Teddy) Fusaro

    Name:
                                            Paul (Teddy) Fusaro

    Title:
                                            Chief Operating Officer

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

July 17, 2024

Via EDGAR Correspondence

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Crypto Assets

100 F Street, N.E.

Washington, D.C. 20549

  Re:
  Bitwise Ethereum ETF

  File No. 333-278308

Dear Ms. Miller and Mr. Niethamer:

This letter responds
to your comments regarding amendment no. 3 to the registration statement filed on Form S-1 for the Bitwise Ethereum ETF (the “Trust”)
with the Staff of the Securities and Exchange Commission (the “Staff”) on July 3, 2024 (the “Registration
Statement”). Capitalized terms used herein, but not otherwise defined, have the meanings ascribed to them in the Registration
Statement.

Comment 1 –
Risk Factors – “The digital asset trading platforms on which ether trades are relatively new and largely unregulated, page
33”

We note that in response
to prior comment 2, you have added disclosure stating that to the extent digital asset trading platforms are regulated, such platforms
may not be in compliance with applicable regulations. Please revise this disclosure to clarify that digital asset trading platforms may
be subject to regulation but not in compliance.

Response to Comment
1

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

********

July 17, 2024

Page 2

Please call me at
(312)W 845-3724 or my colleague James Audette at (312) 845-3421 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

July 15, 2024
Hunter Horsley
President and Treasurer
Bitwise Ethereum ETF
c/o Bitwise Investment Advisers, LLC
250 Montgomery Street, Suite 200
San Francisco, CA 94104
Re:Bitwise Ethereum ETF
Amendment No. 3 to Registration Statement on Form S-1
Filed July 3, 2024
File No. 333-278308
Dear Hunter Horsley:
            We have reviewed your amended registration statement and have the following comment.
            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 June 28, 2024 letter.
Amendment No. 3 to Registration Statement on Form S-1
Risk Factors
The digital asset trading platforms on which ether trades..., page 33
1.We note that in response to prior comment 2, you have added disclosure stating that to the
extent digital asset trading platforms are regulated, such platforms may not be in
compliance with applicable regulations. Please revise this disclosure to clarify that digital
asset trading platforms may be subject to regulation but not in compliance.

July 15, 2024
Page 2
            Please contact Michelle Miller at 202-551-3368 or Jason Niethamer at 202-551-3855 if
you have questions regarding comments on the financial statements and related matters. Please
contact Irene Paik at 202-551-6553 or Sandra Hunter Berkheimer at 202-551-3758 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Richard 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

July 3, 2024

Via EDGAR Correspondence

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Crypto Assets

100 F Street, N.E.

Washington, D.C. 20549

Re: Bitwise Ethereum ETF

File No. 333-278308

Dear Ms. Miller and Mr. Niethamer:

This letter responds to your
comments regarding amendment no. 2 to the registration statement filed on Form S-1 for the Bitwise Ethereum ETF (the “Trust”)
with the Staff of the Securities and Exchange Commission (the “Staff”) on June 18, 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

You state on page 75 that
as of May 29, 2024, approximately 120.1 million ether were outstanding. Please revise to update this information as of June 30, 2024,
or the most recent practicable date. Similarly update the Constituent Platforms included in the Pricing Index on page 83 to the extent
more recent information is available.

Response to Comment 1

Pursuant to the Staff’s
comments, the Registration Statement has been revised to indicate that as of June 30, 2024 there were approximately 120.2 million ether
outstanding and that the Constituent Platforms included in the Pricing Index were Bitstamp, Coinbase, Gemini, itBit, Kraken, and LMAX
Digital.

Comment 2 – Risk
Factors – “The digital asset trading platforms on which ether trades are relatively new and largely unregulated, page 33”

We note the use of the term
“unregulated” when referring to certain crypto asset trading platforms. Please revise to qualify your use of this term
by clarifying that such platforms may be subject to regulation in a relevant jurisdiction but may not be complying.

July 3, 2024

Page 2

Response to Comment 2

Pursuant to the Staff’s
comments, the Registration Statement has been revised as set forth below:

The digital asset trading platforms on
which ether trades are relatively new and largely unregulated and, to the extent such digital asset trading platforms are regulated, may
be out of compliance with applicable regulations.

Digital asset markets, including spot markets
for ether, are growing rapidly. The digital asset trading platforms through which ether and other digital assets trade are new and largely
unregulated. To the extent that such digital asset trading platforms are regulated, such platforms may not be in compliance with applicable
regulations. These markets are local, national and international and include a broadening range of digital assets and participants. Significant
trading may occur on systems and platforms with minimum predictability. Spot markets may impose daily, weekly, monthly or customer-specific
transaction or withdrawal limits or suspend withdrawals entirely, rendering the exchange of ether for fiat currency difficult or impossible.
Participation in spot markets requires users to take on credit risk by transferring ether from a personal account to a third party’s
account.

Digital asset trading platforms do not appear
to be subject to, or may not comply with, regulation in a manner similar to other regulated trading platforms, such as national securities
exchanges or designated contract markets. Many digital asset trading platforms are unlicensed, are unregulated, operate without extensive
supervision by governmental authorities, and do not provide the public with significant information regarding their ownership structure,
management team, corporate practices, cybersecurity, and regulatory compliance. In particular, those located outside the United States
may be subject to significantly less stringent regulatory and compliance requirements in their local jurisdictions. To the extent that
such digital asset trading platforms are regulated, such platforms may not be in compliance with applicable regulations.

July 3, 2024

Page 3

Comment 3 – Ether,
Ether Market and Regulation of Ether – Government Oversight, Though Increasing, Remains Limited

Please remove the first three
sentences in the first full paragraph on page 79 as the disclosure lacks the appropriate context for the referenced statements.

Response to Comment 3

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

*   *   *   *   *   *   *   *

Please call me at (312) 845-3724
or my colleague James Audette at (312) 845-3421 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
June 28, 2024
Hunter Horsley
President and Treasurer
Bitwise Ethereum ETF
c/o Bitwise Investment Advisers, LLC
250 Montgomery Street, Suite 200
San Francisco, CA 94104
Re:Bitwise Ethereum ETF
Amendment No. 2 to Registration Statement on Form S-1
Filed June 18, 2024
File No. 333-278308
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 June 14, 2024 letter.
Amendment No. 2 to Registration Statement on Form S-1
General
1.You state on page 75 that as of May 29, 2024, approximately 120.1 million ether were
outstanding. Please revise to update this information as of June 30, 2024, or the most
recent practicable date. Similarly update the Constituent Platforms included in the Pricing
Index on page 83 to the extent more recent information is available.
The digital asset trading platforms on which ether trades are relatively new and largely
unregulated, page 33
2.We note the use of the term “unregulated” when referring to certain crypto asset trading
platforms. Please revise to qualify your use of this term by clarifying that such platforms
may be subject to regulation in a relevant jurisdiction but may not be complying.

 FirstName LastNameHunter Horsley
 Comapany NameBitwise Ethereum ETF
 June 28, 2024 Page 2
 FirstName LastName
Hunter Horsley
Bitwise Ethereum ETF
June 28, 2024
Page 2
Government Oversight, Though Increasing, Remains Limited, page 78
3.Please remove the first three sentences in the first full paragraph on page 79 as the
disclosure lacks the appropriate context for the referenced statements.
            Please contact Michelle Miller at 202-551-3368 or Jason Niethamer at 202-551-3855 if
you have questions regarding comments on the financial statements and related matters. Please
contact Eric Envall at 202-551-3234 or Sandra Hunter Berkheimer at 202-551-3758 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:       Richard Coyle

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

June 18, 2024

Via EDGAR Correspondence

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Crypto Assets

100 F Street, N.E.

Washington, D.C. 20549

Re: Bitwise Ethereum ETF

       File
                                         No. 333-278308

Dear Ms. Miller and Mr. Niethamer:

This letter responds to your
comments regarding amendment no. 1 to the registration statement filed on Form S-1 for the Bitwise Ethereum ETF (the “Trust”)
with the Staff of the Securities and Exchange Commission (the “Staff”) on May 31, 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

To the extent that you intend
to use a fact sheet, please provide us with a copy for our review. In that regard, we note your disclosure that your Trust Fact Sheet
can be found on the Trust’s website, ETHWetf.com. Please confirm whether this website will be operational at effectiveness..

Response to Comment 1

The fact sheet has been attached
as Exhibit A hereto. The Sponsor, on behalf of the Trust, confirms that the Trust’s website, ETHWetf.com, will be operational upon
the effectiveness of the Registration Statement.

June 18, 2024

Page 2

Comment 2 – Cover
Page

Please revise the cover page
to state that the Trust will not participate in the proof-of-stake validation mechanism of the Ethereum network (i.e., the Trust
will not “stake” its ether) to earn additional ether or seek other means of generating income from its ether holdings.

Response to Comment 2

Pursuant to the Staff’s
comment, the cover page of the prospectus has been revised to include the following disclosure:

Neither the Trust, nor the Sponsor, nor the
Ether Custodian (defined below), nor any other person associated with the Trust will, directly or indirectly, engage in action where any
portion of the Trust’s ether becomes subject to the Ethereum proof-of-stake validation or is used to earn additional ether or generate
income or other earnings.

Comment 3 – Prospectus
Summary

We note your disclosure on
pages 78-79 regarding the Ether Trading Counterparties. Please revise your Summary disclosure to:

 ● Identify any Ether Trading Counterparties with
whom the Sponsor has entered into an agreement. Clarify whether and to what extent any of the Ether Trading Counterparties are affiliated
with or have any material relationships with any of the Authorized Participants. Alternatively, clarify, if true, that you are not able
to identify any particular Ether Trading Counterparties at this time.

 ● Disclose, if known, the material terms of any
agreement you have entered into, or will enter into, with an Ether Trading Counterparty, including whether and to what extent there will
be any contractual obligations on the part of the Ether Trading Counterparty to participate in cash orders for creations or redemptions.

Response to Comment 3

Pursuant to the Staff’s
comment, the Prospectus Summary has been revised to include the following disclosure set forth below:

As of June 18, 2024, Cumberland DRW LLC, FalconX
(d/b/a Solios, Inc.), Kraken (d/b/a Payward OTC Ltd), JSCT, LLC and Nonco LLC have been approved as Ether Trading Counterparties. JSCT,
LLC is an affiliate of Jane Street Capital, LLC, which is an Authorized Participant to the Trust. The Sponsor has entered into contractual
agreements with the Ether Trading Counterparties, and these agreements set forth the general parameters under which a transaction in ether
will be effectuated, should any transaction with an Ether Trading Counterparty occur. These agreements do not require the Sponsor to utilize
any particular Ether Trading Counterparty, and do not create any contractual obligations on the part of any Ether Trading Counterparty
to participate in cash orders for creations or redemptions. All transactions between the Sponsor, on behalf of the Trust, and an Ether
Trading Counterparty will be done on an arm’s-length basis.

June 18, 2024

Page 3

Comment 4 – The
Trust’s Investment Objective and Strategies

We note your disclosure on
page 54 regarding the drawbacks of conducting creations and redemptions for cash rather than in-kind. Please revise your disclosure in
this section to:

 ● Disclose that the Trust may only conduct cash
creations and redemptions and that it would need regulatory approval to commence in-kind creations and redemptions;

 ● Clarify that the timing of in-kind regulatory
approval is unknown and that there is no guarantee that the Exchange will receive in-kind regulatory approval; and

 ● Disclose how you will inform shareholders if
the Exchange receives in-kind regulatory approval and if the Sponsor chooses to allow in-kind creations and redemptions.

Response to Comment 4

Pursuant to the Staff’s
comment, the following disclosure has been added to the Prospectus Summary as well as in the referenced portion of the section entitled
“Risk Factors”:

As of the date of this prospectus, the Trust
only creates and redeems Shares in exchange for cash. If the Trust were to create or redeem Shares in exchange for ether, the Trust would
first need to seek certain regulatory approvals, including an amendment to Exchange’s listing rules and an amendment to the Trust’s
registration statement of which this prospectus forms a part. There can be no guarantee that the Trust will be successful in obtaining
such regulatory approvals, and the timing of any such approvals is unknown. If the Trust is successful in obtaining the necessary regulatory
approvals to allow for creations and redemptions in-kind, the Trust will notify Shareholders in a prospectus supplement and/or a current
report on Form 8-K or in its annual or quarterly reports.

June 18, 2024

Page 4

Comment 5 – The
Trust’s Investment Objective and Strategies

We note your disclosure on
page 28 that “[p]ursuant to the Trust Agreement, the Trust has explicitly disclaimed all Incidental Rights and IR Assets”
and that “[s]uch 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.” Please provide such disclosure in the Prospectus Summary.

Response to Comment 5

Pursuant to the Staff’s
comments, the Prospectus Summary has been revised to include the following disclosure:

The Trust will not benefit from any forks or
airdrops occurring on the Ethereum network. 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 is known as an “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.

Comment 6 – Risk
Factors — Many digital assets, including ether, were only introduced within the past decade

We note your disclosure that
“[u]pgrades currently being considered, such as the upcoming “Dencun” upgrade, which is part of the “sharding”
roadmap or so-called “Layer 2” solutions, could have effects which are difficult to anticipate at this time, but could - if
unsuccessfully implemented, or if they contain undiscovered flaws - materially adversely impact or even effectively eliminate the value
of ether, and therefore impact the price of the Shares.” Please update your disclosure regarding recent developments, including
the “Dencun” upgrade.

June 18, 2024

Page 5

Response to Comment 6

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

On March 13, 2024, the Ethereum network underwent
a planned fork called “Dencun” implementing a series of EIPs. EIP 4844, which some commentators perceive to be the most significant
EIP within the Dencun series, is intended to improve the economics of Layer 2s by reducing transaction fees for Layer 2s who batch transactions
executed on the Layer 2s and upload them as a batch (or as a single proof) onto the main Layer 1 Ethereum network. Among other objectives,
the Dencun software upgrade was designed to provide Layer 2 scaling solutions a designated storage space on the Layer 1 Ethereum network,
called Binary Large Objects (“blobs”), which attach large data chunks to transactions on the Layer 1 Ethereum network and
are recorded on its blockchain. The data in blobs become inaccessible on the Layer 1 Ethereum network after a temporary period of time
(three weeks), unlike the previous method of storing batched data from Layer 2s on the Layer 1 Ethereum network, which was stored permanently.
The cost of accessing the temporary storage in blobs is expected by proponents of the Dencun upgrade to be substantially lower than the
cost of storing the data on the Ethereum Layer 1 network permanently, making Layer 2s more cost-efficient to operate and, some commentators
hope, making them more attractive as a scaling solution. Immediately following the upgrade, some Layer 2s reportedly experienced reduced
transaction fees when batching transactions to the main Layer 1 Ethereum network, which in turn lowered the transaction costs for executing
transactions on such Layer 2s, but some believe this also resulted in ether prices (ether being the native asset of the Layer 1 Ethereum
network) dropping as well due, in part, to the reduced demand for ether to pay the transaction costs of recording data on the Layer 1
Ethereum network. Decreased ether prices could have an adverse effect on the value of the Shares. Additionally, some Layer 2s, such as
Blast, reportedly experienced outages and other disruptions in the aftermath of the Dencun upgrade, which in the case of Blast halted
block production on the Blast Layer 2 blockchain for a period of time, though it was reportedly restored afterward. As with any change
to software code, planned forks such as Dencun could introduce bugs, coding defects, unanticipated or undiscovered problems, flaws, security
risks, problematic incentive structures, or otherwise fail to work as intended or achieve the expected benefits that proponents hope for
in the short term or the long term, which could also have an adverse effect on adoption of the Ethereum network and the value of ether,
and therefore the Shares.

June 18, 2024

Page 6

Comment 7 – Risk
Factors — Validators may suffer losses due to staking, which could make the Ethereum network less attractive

Please expand this risk factor
to also address the risks associated with staking becoming less attractive to validators, including through the types of sanctions the
Ethereum network may impose for validator misbehavior or inactivity.

June 18, 2024

Page 7

Response to Comment 7

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

Validators may suffer losses due to staking,
which could make the Ethereum network less attractive.

Validation on the Ethereum network requires
ether to be transferred into smart contracts on the underlying blockchain networks not under the Trust’s or anyone else’s
control. If the Ethereum network source code or protocol fail to behave as expected, suffer cybersecurity attacks or hacks, experience
security issues, or encounter other problems, such assets may be irretrievably lost. The Ethereum network imposes three types of sanctions
for validator misbehavior or inactivity, which would result in a portion of their staked ether being destroyed or “burned”:
penalties, slashing and inactivity leaks. A validator may face penalties if it fails to take certain actions, such as providing a timely
attestation to a block proposed by another validator. Under this scenario, a validator’s staked ether could be burned in an amount
equal to the reward to which it would have been entitled for performing the actions. A more severe sanction (i.e., “slashing”)
is imposed if a validator commits malicious acts related to the proposal or attestation of blocks with invalid transactions. Slashing
can result in the validator having a portion of its staked ether immediately confiscated, withdrawn or burned by the network, resulting
in losses to them. After this initial slashing, the validator is queued for forceful removal from the Ethereum network’s validator
“pool,” and more of the validator’s stake is burned over a period of approximately 36 days with the exact amount of
ether burned and time period determined by the network regardless of whether the validator makes any further slashable errors, at which
point the validator is automatically removed from the validator pool. Staked ether may also be burned through a process known as an “inactivity
leak,” which is triggered if the Ethereum network has gone too long without finalizing a new block. For a new block to be successfully
added to the blockchain, validators that account for at least two-thirds of all staked ether must agree on the validity of a proposed
block. This means that if validators representing more than one-third of the total staked ether are offline, no new blocks can be finalized.
To prevent this, an inactivity leak causes the ether staked by the inactive validators to gradually “bleed away” until these
inactive validators represent less than one-third of the total stake, thereby allowing the remaining active validators to finalize proposed
blocks. This provides a further incentive for validators to remain online and continue performing validation activities. Within the post-Merge
network, as part of the “activating” and “exiting” processes of staking, staked ether will be inaccessible for
a variable period of time determined by a range of factors, including network congestion, resulting in potential inaccessibility during
those periods. “Activation” is the funding of a validator to be included in the active set, thereby allowing the validator
to participate in the Ethereum network’s proof-of-stake consensus protocol. “Exit” is the request to exit from the active
set and no longer participate in the Ethereum network’s proof-of-stake consensus protocol. As part of these “activating”
and “exiting” processes of staking on the Ethereum network, any staked ether will be inaccessible for a period of time. The
duration of activating and exiting periods are dependent on a range of factors, including network conditions. However, depending on demand,
un-staking can take between hours, days or weeks to complete. Furthermore, the Ethereum network requires the payment of base fees and
the practice of paying tips is common, and such fees can become significant as the amount and complexity of the transaction grows, depending
on the degree of network congestion and the price of ether. Any cybersecurity attacks, security issues, hacks, penalties, slashing events,
or other problems could damage validators’ willingness to participate in validation, discourage existing and future validators from
serving as such, and adversely impact the Ethereum network’s adoption or the price of ether. Any disruption of validation on the
Ethereum network could interfere with network operations and cause the Ethereum network to be less attractive to users and application
developers than competing blockchain networks, which could cause the price of ether to decrease. The limited liquidity during the “activation”
or “exiting” processes could dissuade potential validators from participating, which could interfere with network operations
or security and cause the Ethereum network to be less attractive to users and application developers than competing blockchain networks,
which could cause the price of ether to decrease.

June 18, 2024

Page 8

Comment 8

United States securities and exchange commission logo
June 14, 2024
Hunter Horsley
President and Treasurer
Bitwise Ethereum ETF
c/o Bitwise Investment Advisers, LLC
250 Montgomery Street, Suite 200
San Francisco, California 94104
Re:Bitwise Ethereum ETF
Amendment No. 1 to Registration Statement on Form S-1
Filed May 31, 2024
File No. 333-278308
Dear Hunter Horsley:
            We have reviewed 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.
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. In that regard, we note your disclosure that your Trust Fact Sheet can be found on
the Trust's website, ETHWetf.com. Please confirm whether this website will be
operational at effectiveness.

Cover Page
2.Please revise the cover page to state that the Trust will not participate in the proof-of-stake
validation mechanism of the Ethereum network (i.e., the Trust will not “stake” its ether) to
earn additional ether or seek other means of generating income from its ether holdings.

 FirstName LastNameHunter Horsley
 Comapany NameBitwise Ethereum ETF
 June 14, 2024 Page 2
 FirstName LastName
Hunter Horsley
Bitwise Ethereum ETF
June 14, 2024
Page 2
Prospectus Summary, page 1
3.We note your disclosure on pages 78-79 regarding the Ether Trading Counterparties.
Please revise your Summary disclosure to:
•Identify any Ether Trading Counterparties with whom the Sponsor has entered into an
agreement. Clarify whether and to what extent any of the Ether Trading
Counterparties are affiliated with or have any material relationships with any of the
Authorized Participants. Alternatively, clarify, if true, that you are not able to identify
any particular Ether Trading Counterparties at this time.
•Disclose, if known, the material terms of any agreement you have entered into, or
will enter into, with an Ether Trading Counterparty, including whether and to what
extent there will be any contractual obligations on the part of the Ether Trading
Counterparty to participate in cash orders for creations or redemptions.
The Trust's Investment Objective and Strategies, page 4
4.We note your disclosure on page 54 regarding the drawbacks of conducting creations and
redemptions for cash rather than in-kind. Please revise your disclosure in this section to:
•Disclose that the Trust may only conduct cash creations and redemptions and that it
would need regulatory approval to commence in-kind creations and redemptions;
•Clarify that the timing of in-kind regulatory approval is unknown and that there is no
guarantee that the Exchange will receive in-kind regulatory approval; and
•Disclose how you will inform shareholders if the Exchange receives in-kind
regulatory approval and if the Sponsor chooses to allow in-kind creations and
redemptions.
5.We note your disclosure on page 28 that "[p]ursuant to the Trust Agreement, the Trust has
explicitly disclaimed all Incidental Rights and IR Assets" and that "[s]uch 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." Please provide such
disclosure in the Prospectus Summary.
Risk Factors
Many digital assets, including ether, were only introduced within the past decade, page 12
6.We note your disclosure that "[u]pgrades currently being considered, such as the
upcoming “Dencun” upgrade, which is part of the “sharding” roadmap or so-called “Layer
2” solutions, could have effects which are difficult to anticipate at this time, but could - if
unsuccessfully implemented, or if they contain undiscovered flaws - materially adversely
impact or even effectively eliminate the value of ether, and therefore impact the price of
the Shares." Please update your disclosure regarding recent developments, including the
"Dencun" upgrade.

 FirstName LastNameHunter Horsley
 Comapany NameBitwise Ethereum ETF
 June 14, 2024 Page 3
 FirstName LastName
Hunter Horsley
Bitwise Ethereum ETF
June 14, 2024
Page 3
Validators may suffer losses due to staking, which could make the Ethereum network less
attractive, page 20
7.Please expand this risk factor to also address the risks associated with staking becoming
less attractive to validators, including through the types of sanctions the Ethereum
network may impose for validator misbehavior or inactivity.
If a malicious actor obtains control of more than 50% of the validating stake, page 29
8.We note your disclosure that if a malicious actor obtains control of more than 50% of the
validating stake on the Ethereum network, or otherwise obtains control over the Ethereum
network through its influence over core developers or otherwise, such actor could
manipulate the Ethereum blockchain, which could adversely affect the value of the Shares
or the ability of the Trust to operate. Please also explain how this risk varies by level of
concentration. (i.e., 33% vs. 50% vs. 66% of total staked ether). In this regard, we
understand that possession of 33% of staked ether is the minimum stake that can be used
to execute an attack and that the possession of more than 50% of staked ether enables
more extensive attacks, such as transaction censorship and block reordering.  In addition,
we note your disclosure that "[i]t is believed that certain groups of coordinating or
connected ether holders may together have more than 50% of outstanding ether, which if
staked and if the users run validators, would permit them to exert authority over the
validation of ether transactions." Please expand your disclosure to discuss the risks of
centralization that liquid staking applications, such as Lido, may pose.
Suspension or Rejection of Redemption Orders, page 107
9.You state that the Sponsor may determine to suspend redemptions because of “an
unanticipated delay in the liquidation of a position in an over-the-counter contract.” Please
describe the circumstances in which the Trust would have a position in an over-the-
counter contract. In this regard, we note your disclosure that the Trust conducts
subscription and redemption orders solely in cash.
Material Contracts
Ether Custody Agreement, page 116
10.You state that the Ether Custodian’s maximum liability limit for each cold storage address
is $100 million. Please revise to disclose whether or not your agreement with the Ether
Custodian limits the size of each storage address to $100 million.

 FirstName LastNameHunter Horsley
 Comapany NameBitwise Ethereum ETF
 June 14, 2024 Page 4
 FirstName LastName
Hunter Horsley
Bitwise Ethereum ETF
June 14, 2024
Page 4
            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 Michelle Miller at 202-551-3368 or Jason Niethamer at 202-551-3855 if
you have questions regarding comments on the financial statements and related matters. Please
contact Irene Paik at 202-551-6553 or Sandra Hunter Berkheimer at 202-551-3758 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:       Richard Coyle