SecProbe.io

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MORGAN
STANLEY INVESTMENT MANAGEMENT INC.

1585 Broadway

New York, NY 10036

VIA EDGAR

April 6, 2026

Division of Corporation Finance

Office of Crypto Assets

Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Re: Morgan
                                            Stanley Bitcoin Trust

Amendment No. 6 to Registration Statement on Form S-1

Filed April 3, 2026

SEC File No. 333-292586

To Whom It May Concern:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Morgan Stanley Bitcoin Trust (the “Registrant”) hereby requests that the effective date of the above-referenced
Registration Statement, as amended, (the “Registration Statement”) be accelerated so that the Registration Statement may become
effective no earlier than 4:00 p.m., Eastern Time, on April 6, 2026, or as soon as practicable thereafter.

The Registrant requests that notification of such
effectiveness be made by telephone call to Allison Fumai and Anna Tomczyk of Dechert LLP, legal counsel to the Registrant, at 212-698-3526
and 212-641-5626, respectively.

Very truly yours,

MORGAN STANLEY BITCOIN TRUST

Morgan Stanley Investment Management, Inc., as Delegated
Sponsor of the Trust

    By:
    /s/ Scott Steel

    Name:
    Scott Steel

    Title:
    Managing Director

    *
    The registrant is a trust, and the person is signing in his capacity as officer of Morgan Stanley Investment Management, Inc., the Delegated Sponsor of the registrant.

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filename1.htm

  Dechert LLP

Three Bryant Park

1095 Avenue of the Americas

New York, NY 10036-6797

+1 212 698 3500 Main

+1 212 698 3599 Fax

Allison Fumai

Partner

allison.fumai@dechert.com

+1 212 698 3526 Direct

+1 212 698 3599 Fax

April 1, 2026

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Crypto Assets

100 F Street, N.E.

Washington, DC 20549

Attn: Lulu Cheng

  David Lin

Re: Morgan Stanley Bitcoin Trust

Amendment No. 3 to Registration Statement on Form S-1

Filed March 27, 2026

File No. 333-292586

Ladies and Gentlemen:

On behalf of our client, Morgan
Stanley Bitcoin Trust (the “Trust” or the “Registrant”), we submit this letter in response to comments
from the staff (the “Staff”) of the Securities and Exchange Commission (“SEC” or the “Commission”)
received by letter dated March 31, 2026 (the “Comment Letter”), relating to the Trust’s Registration Statement
on Form S-1 (File No. 333-292586) filed with the Commission on March 27, 2026 (the “Registration Statement”).
On behalf of the Trust, we are concurrently filing via EDGAR Pre-Effective Amendment No. 4 to the Registration Statement on Form S-1
(the “Pre-Effective Amendment”).

Amendment No. 3 to Registration Statement on Form S-1

General

Comment 1. We note that section 7.04 of the Trust Agreement filed as Exhibit 3.2
includes a provision that limits the rights of shareholders to bring a derivative action. Please address the following points in your
next amendment or response letter, as applicable:

 · Include risk factor disclosure highlighting the
material risks related to this provision, including how it will impact your investors and the difficulties that shareholders may have
in attempting to locate other shareholders to reach the 10% threshold for derivative actions.

    April 1, 2026

Page 2

 · Revise your disclosure to clarify how you will
determine whether the ownership threshold has been met.

 · Disclose any uncertainty regarding the enforceability
of this provision under federal or state law.

 · We note that section 7.04 states that if a provision
thereof “is found to violate the U.S. federal securities laws, including the 1940 Act, then such provision shall not apply to any
claims asserted under such U.S. federal securities law.” Please revise your disclosure to clarify whether the provision applies
to claims under the federal securities laws, and ensure that section 7.04 is consistent with your revised disclosure. For example, if
the provision does not apply to actions arising under the federal securities laws, ensure that the provision states this clearly, or tell
us how you will inform investors in future filings that the provision does not apply to any actions arising under the federal securities
laws.

 · To the extent the provision applies to federal
securities law claims, (i) disclose that investors cannot waive compliance with the federal securities laws and the rules and
regulations thereunder, and (ii) provide us with your legal analysis explaining how application of this provision to derivative rights
of action under the federal securities laws is consistent with the federal securities laws’ anti-waiver provisions.

Response 1.
            With respect to the Staff’s comment, we have
added a risk factor to page 61 and 62 of the Pre-Effective Amendment, which also clarifies how the Trust will determine whether the
threshold has been met and addresses the uncertainty regarding the enforceability of the provision. The Trust has also filed a
revised form of Amended and Restated Trust Agreement to clarify that the provision does not apply to actions arising under the
federal securities laws.

    April 1, 2026

Page 3

Risk Factors

Other Risks

The exclusive jurisdiction for certain types of actions and proceedings, page 60

Comment 2. We note your disclosure that “pursuant to the Trust Agreement,
[the exclusive jurisdiction provision] shall not apply to causes of actions for violations of U.S. federal or state securities laws,”
and that “causes of actions for violations of the Exchange Act or the 1933 Act will not be governed by the waiver of the right
to trial by jury provision of the Trust Agreement.” However, we are unable to locate such provisions within Section 13.12
of the Trust Agreement. Please direct us to the portion of the Trust Agreement that contains these provisions.

Response 2.           With
respect to the Staff’s comment, we have filed a revised form of Amended and Restated Trust Agreement as an exhibit to the Pre-Effective
Amendment with an explicit statement to this effect in Section 13.12.

Custody of the Trust’s Assets, page 84

Comment 3. We note your disclosure on page 85 and elsewhere that,
 “The Trust, the Delegated 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.” We also note that your prior filings included the phrase “other
than in connection with the Post-Trade Financing Agreement” as an exception to this statement. Given your retention of references
to the terms “Lender,” “Financing Fee” and “Trade Credits” in the prospectus, please supplementally
confirm whether the Trust’s assets will serve as collateral for any loan or similar arrangement (e.g., in connection with any agreement
with the Lender or otherwise), and revise your disclosure if applicable.

Response 3.           We
have updated disclosure throughout the Pre-Effective Amendment to disclose the Trade Financing Agreement as an exception to the statement
that the Trust’s assets will not serve as collateral for any loan or similar arrangement on pages 86, 99, 101 and 120 of the Pre-Effective Amendment and expanded disclosure
regarding the Trade Financing Agreement on pages 91 and 92 of the Pre-Effective Amendment.

    April 1, 2026

Page 4

Part II

Item 16. Exhibits and Financial Statement Schedules, page II-2

Comment 4. We note your disclosure identifying Coinbase Credit, Inc.
as the “Lender” and references to “Trade Credits” and the “Financing Fee” in the prospectus. Please
file any material agreements relating to your use of Trade Credits as an exhibit to the registration statement pursuant to Item 601 of
Regulation S-K or explain why you are not required to do so. Please refer to prior comment 20 in our letter dated February 11, 2026
and your response in your letter dated March 4, 2026 whereby you confirmed that the “Post-Trade Financing Agreement will be
filed in subsequent amendments.”

Response 4.           As
noted in Response 3 above, we have included additional disclosure regarding the Trade Financing Agreement in the Pre-Effective Amendment
and, in response to this comment, we have filed a form of Trade Financing Agreement as an exhibit to the Pre-Effective Amendment.

*                      *                      *

    April 1, 2026

Page 5

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

Best Regards,

/s/ Allison Fumai

Allison Fumai

cc:           Scott
Steel, Morgan Stanley Investment Management Inc.

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

Anna Tomczyk, Esq., Dechert LLP

Neel Maitra, Esq., Dechert LLP

March 31, 2026
Scott Steel
Managing Director
Morgan Stanley Bitcoin Trust
1585 Broadway
New York, New York 10036
Re:Morgan Stanley Bitcoin Trust
Amendment No. 3 to Registration Statement on Form S-1
Filed March 27, 2026
File No. 333-292586
Dear Scott Steel:
            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.
Amendment No. 3 to Registration Statement on Form S-1
General
We note that section 7.04 of the Trust Agreement filed as Exhibit 3.2 includes a
provision that limits the rights of shareholders to bring a derivative action. Please address
the following points in your next amendment or response letter, as applicable:
•Include risk factor disclosure highlighting the material risks related to this provision,
including how it will impact your investors and the difficulties that shareholders may
have in attempting to locate other shareholders to reach the 10% threshold for
derivative actions.
•Revise your disclosure to clarify how you will determine whether the ownership
threshold has been met.
•Disclose any uncertainty regarding the enforceability of this provision under federal
or state law.
We note that section 7.04 states that if a provision thereof "is found to violate the •1.

March 31, 2026
Page 2
U.S. federal securities laws, including the 1940 Act, then such provision shall not
apply to any claims asserted under such U.S. federal securities law." Please revise
your disclosure to clarify whether the provision applies to claims under the federal
securities laws, and ensure that section 7.04 is consistent with your revised
disclosure. For example, if the provision does not apply to actions arising under the
federal securities laws, ensure that the provision states this clearly, or tell us how you
will inform investors in future filings that the provision does not apply to any actions
arising under the federal securities laws.
•To the extent the provision applies to federal securities law claims, (i) disclose that
investors cannot waive compliance with the federal securities laws and the rules and
regulations thereunder, and (ii) provide us with your legal analysis explaining how
application of this provision to derivative rights of action under the federal securities
laws is consistent with the federal securities laws' anti-waiver provisions.
Risk Factors
Other Risks
The exclusive jurisdiction for certain types of actions and proceedings, page 60
2.We note your disclosure that "pursuant to the Trust Agreement, [the exclusive
jurisdiction provision] shall not apply to causes of actions for violations of U.S. federal
or state securities laws," and that "causes of actions for violations of the Exchange Act or
the 1933 Act will not be governed by the waiver of the right to trial by jury provision of
the Trust Agreement." However, we are unable to locate such provisions within Section
13.12 of the Trust Agreement. Please direct us to the portion of the Trust Agreement that
contains these provisions.
Custody of the Trust's Assets, page 84
3.We note your disclosure on page 85 and elsewhere that, "The Trust, the Delegated
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." We also note that
your prior filings included the phrase "other than in connection with the Post-Trade
Financing Agreement" as an exception to this statement. Given your retention of
references to the terms "Lender," "Financing Fee" and "Trade Credits" in the prospectus,
please supplementally confirm whether the Trust's assets will serve as collateral for any
loan or similar arrangement (e.g., in connection with any agreement with the Lender or
otherwise), and revise your disclosure if applicable.
Part II
Item 16. Exhibits and Financial Statement Schedules, page II-2
4.We note your disclosure identifying Coinbase Credit, Inc. as the "Lender" and references
to "Trade Credits" and the "Financing Fee" in the prospectus. Please file any material
agreements relating to your use of Trade Credits as an exhibit to the registration
statement pursuant to Item 601 of Regulation S-K or explain why you are not required to
do so. Please refer to prior comment 20 in our letter dated February 11, 2026 and your
response in your letter dated March 4, 2026 whereby you confirmed that the "Post-Trade
Financing Agreement will be filed in subsequent amendments."

March 31, 2026
Page 3
            Please contact Rolf Sundwall at 202-551-3105 or Mark Brunhofer at 202-551-3638 if
you have questions regarding comments on the financial statements and related matters. Please
contact Lulu Cheng at 202-551-3811 or David Lin at 202-551-3552 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Anna Tomczyk

CORRESP
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filename1.htm

  Dechert LLP

Three Bryant Park

1095 Avenue of the Americas

New York, NY 10036-6797

+1 212 698 3500 Main

+1 212 698 3599 Fax

Allison Fumai

Partner

Allison.fumai@dechert.com

+1 212 698 3526 Direct

+1 212 698 3599 Fax

March 27, 2026

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Crypto Assets

100 F Street, N.E.

Washington, DC 20549

  Attn:
  Rolf Sundwall

Mark Brunhofer

Lulu Cheng

Sandra Hunter Berkheimer

 Re: Morgan Stanley Bitcoin Trust

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

                                            Filed March 18, 2026

                                            File No. 333-292586

Ladies and Gentlemen:

On behalf of our client,
Morgan Stanley Bitcoin Trust (the “Trust” or the “Registrant”), we submit this letter in response
to comments from the staff (the “Staff”) of the Securities and Exchange Commission (“SEC” or the
 “Commission”) received by letter dated March 25, 2026 (the “Comment Letter”), relating to
the Trust’s Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-292586) filed with the Commission
on March 18, 2026 (the “Registration Statement”). On behalf of the Trust, we are concurrently filing via EDGAR
Pre-Effective Amendment No. 3 to the Registration Statement on Form S-1 (the “Pre-Effective Amendment”).

  March 27, 2026

  Page 2

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

 General

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

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

The Trust and Bitcoin Prices

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

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

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

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

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

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

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

*                                *                                *

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

    2

  March 27, 2026

  Page 3

    Best Regards,

    /s/ Allison Fumai

    Allison Fumai

  cc:
  Scott Steel, Morgan Stanley Investment Management Inc.

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

  Anna Tomczyk, Esq., Dechert LLP

  Neel Maitra, Esq., Dechert LLP

    3

March 25, 2026
Scott Steel
Managing Director
Morgan Stanley Bitcoin Trust
1585 Broadway
New York, New York 10036
Re:Morgan Stanley Bitcoin Trust
Amendment No. 2 to Registration Statement on Form S-1
Filed March 18, 2026
File No. 333-292586
Dear Scott Steel:
            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 March 17, 2026 letter.
Amendment No. 2 to Registration Statement on Form S-1
General
1.We note your revisions on page 72 in response to prior comment 1 indicating that AGS
Trustees Limited performs functions similar to those of a traditional Sponsor. Please
further clarify how AGS's responsibilities differ from those delegated to the Delegated
Sponsor. For example, you disclose that AGS retains approval rights over certain
material matters and maintains ongoing oversight obligations. Please expand this
disclosure to identify with greater specificity the material matters subject to AGS's
approval and the nature of its ongoing oversight. To the extent no separate Sponsor exists
and the Delegated Sponsor is intended to fulfill the Sponsor's role, please state this
explicitly. In addition, please file the Appleby Agreements at your earliest convenience
and confirm your understanding that we will need time to review these agreements. We
may have additional comments after reviewing them.

March 25, 2026
Page 2
The Trust and Bitcoin Prices
Use of CoinDesk Bitcoin Benchmark 4PM NY Settlement Rate, page 66
2.We note your response to comment 7 in our letter dated February 11, 2026. Please revise
to:
•Include a table with market share and volume information for each Constituent
Exchange comprising the Pricing Benchmark.
•Disclose how the Delegated Sponsor will notify shareholders of a change in the
Pricing Benchmark or Benchmark Provider. In this regard, we note your statement
on page 67 that the Delegated Sponsor holds full discretion to change either the
Pricing Benchmark or the Benchmark Provider subject to proper notification to
shareholders.
•Describe in greater detail the "CoinDesk Exchange Eligibility Methodology." In this
regard, we note on page 67 that Exchange eligibility is reviewed and updated on a
regular basis according to the CoinDesk Exchange Eligibility Methodology.
•Describe in greater detail the composition, role and oversight process of the CCData
Benchmark Oversight Committee. In this regard, we note on page 67 that the Pricing
Benchmark is subject to oversight by the CCData Benchmark Oversight Committee.
            Please contact Rolf Sundwall at 202-551-3105 or Mark Brunhofer at 202-551-3638 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:Anna Tomczyk

March 17, 2026
Scott Steel
Managing Director
Morgan Stanley Bitcoin Trust
1585 Broadway
New York, New York 10036
Re:Morgan Stanley Bitcoin Trust
Amendment No. 1 to Registration Statement on Form S-1
Filed March 4, 2026
File No. 333-292586
Dear Scott Steel:
            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 February 11, 2026 letter.
Amendment No. 1 to Registration Statement on Form S-1
General
1.We note your revised disclosure identifies Morgan Stanley Investment Management Inc.
as the "Delegated Sponsor."  Please revise your disclosure to explain whether there is
any difference in being a "Delegated Sponsor" as compared to a "Sponsor." Please also
explain the reason for having both a Delaware Trustee and a Cayman Trustee, including
a discussion of any operational, legal or tax implications of utilizing a Cayman Trustee.
Conflicts of Interest, page 96
2.We note your response to prior comment 16 and related revised disclosure. We are
unable to locate a copy of the Code of Ethics on the Delegated Sponsor's website
referenced in the Prospectus. Please revise to provide the correct link, or include a
summary of the Code of Ethics.

March 17, 2026
Page 2
            Please contact Rolf Sundwall at 202-551-3105 or Mark Brunhofer at 202-551-3638 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:Anna Tomczyk

CORRESP
1
filename1.htm

  Dechert LLP

Three Bryant Park

1095 Avenue of the Americas

New York, NY 10036-6797

+1 212 698 3500 Main

+1 212 698 3599 Fax

    Allison Fumai

    Partner

    Allison.fumai@dechert.com

    +1 212 698 3526 Direct

    +1 212 698 3599 Fax

March 17, 2026

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Crypto Assets

100 F Street, N.E.

Washington, DC 20549

Attn: Rolf Sundwall

Mark Brunhofer

Lulu Cheng

Sandra Hunter Berkheimer

Re: Morgan Stanley Bitcoin Trust

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

Filed March 4, 2026

File No. 333-292586

Ladies and Gentlemen:

On
behalf of our client, Morgan Stanley Bitcoin Trust (the “Trust” or the “Registrant”), we submit
this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (“SEC”
or the “Commission”) received by letter dated March 17, 2026 (the “Comment Letter”), relating
to the Trust’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-292586) filed with the Commission on March 4,
2026 (the “Registration Statement”). On behalf of the Trust, we are concurrently filing via EDGAR Pre-Effective Amendment
No. 2 to the Registration Statement on Form S-1 (the “Pre-Effective Amendment”).

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

 General

 Comment 1. We note your revised disclosure identifies Morgan Stanley Investment Management Inc. as the "Delegated Sponsor." Please revise
your disclosure to explain whether there is any difference in being a "Delegated Sponsor" as compared to a "Sponsor."
Please also explain the reason for having both a Delaware Trustee and a Cayman Trustee, including a discussion of any operational, legal
or tax implications of utilizing a Cayman Trustee.

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

  March 17, 2026

                         Page 2

Conflicts of Interest, page 96

 Comment 2. We note your response to prior comment 16 and related revised disclosure. We are unable to locate a copy of the Code of Ethics on the
Delegated Sponsor's website referenced in the Prospectus. Please revise to provide the correct link, or include a summary of the Code
of Ethics.

Response
2.            With respect to the Staff’s comment,
the Trust has filed a copy of the Code of Ethics in the Pre-Effective Amendment.

*                          *                          *

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

    Best Regards,

    /s/ Allison Fumai

    Allison Fumai

cc: Scott Steel, Morgan Stanley Investment Management Inc.

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

  Anna
Tomczyk, Esq., Dechert LLP

  Neel
Maitra, Esq., Dechert LLP

      2

CORRESP
1
filename1.htm

    Dechert LLP

Three Bryant Park

1095 Avenue of the Americas

New York, NY 10036-6797

+1 212 698 3500 Main

+1 212 698 3599 Fax

    Allison Fumai

Partner

Allison.fumai@dechert.com

+1 212 698 3526 Direct

+1 212 698 3599 Fax

March 4, 2026

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Crypto Assets

100 F Street, N.E.

Washington, DC 20549

Attn: Rolf Sundwall

  Mark Brunhofer

  Lulu Cheng

  Sandra Hunter Berkheimer

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

    Filed January 6, 2026
 File No. 333-292586

Ladies and Gentlemen:

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

Registration Statement
on Form S-1

General

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

    March 4, 2026

    Page 2

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

Risk Factors

Risks Associated with Bitcoin and the Bitcoin
network

Limits on bitcoin supply, page 14

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

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

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

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

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

Large-Scale Sales
or Distributions, page 37

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

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

    2

    March 4, 2026

    Page 3

Regulatory Risk

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

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

Response 5. The referenced
disclosure has been removed.

Bitcoin, Bitcoin
Markets and Regulation of Bitcoin

Bitcoin Protocol,
page 57

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

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

The Trust and Bitcoin
Prices

Use of [ ], page 61

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

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

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

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

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

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

    3

    March 4, 2026

    Page 4

Additional Information
About the Trust

The Trust’s
Fees and Expenses, page 66

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

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

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

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

Termination of
the Trust, page 66

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

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

    4

    March 4, 2026

    Page 5

The Trust’s
Service Providers

The Sponsor, page 70

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

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

Custody of the
Trust’s Assets, page 72

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

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

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

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

Creation and Redemption
of Shares, page 77

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

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

    5

    March 4, 2026

    Page 6

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

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

Conflicts of Interest,
page 84.

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

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

Governing Law; Consent to Delaware Jurisdiction,
page 92

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

February 11, 2026
Scott Steel
Managing Director
Morgan Stanley Bitcoin Trust
1585 Broadway
New York, New York 10036
Re:Morgan Stanley Bitcoin Trust
Registration Statement on Form S-1
Filed January 6, 2026
File No. 333-292586
Dear Scott Steel:
            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.
Registration Statement on Form S-1
General
1.We note that your registration statement includes a number of blanks or omitted
information, including, for example purposes only, the exchange on which the Trust's
Shares will be listed, the Pricing Benchmark, the identities of various service providers,
and disclosures regarding material contracts. Please include this information in your next
amendment or tell us when you intend to do so.
Risk Factors
Risks Associated with Bitcoin and the Bitcoin network
Limits on bitcoin supply, page 14
2.Please revise here and page 35 to disclose the next expected halving event.
Spot markets on which bitcoin trades are relatively new and largely unregulated, page 15
We note your disclosure in the fourth paragraph that "[w]hile the Trust itself does not
buy or sell bitcoin on bitcoin spot markets, the closure or temporary shutdown of 3.

February 11, 2026
Page 2
bitcoin exchanges due to fraud, business failure, hackers or malware, or government-
mandated regulation may reduce confidence in the bitcoin network and can slow down
the mass adoption of bitcoin." Please revise to clarify here that the Prime Broker may
route orders through Connected Trading Venues and hold the Trust's assets on
Connected Trading Venues.
Large-Scale Sales or Distributions, page 37
4.We note your disclosure discussing the largest 100 bitcoin wallets, the percentage of
bitcoin in circulation held by those wallets, and noting the possibility that some of these
wallets may be controlled by the same person or entity. Please revise to discuss risks
associated with Satoshi Nakamoto, early stakeholders, or others holding a significant
stake in bitcoin, to the extent known and material.
Regulatory Risk
Future legal or regulatory developments may negatively affect the value of bitcoin, page 49
5.We note your disclosure that "the SEC has recently proposed rule changes amending and
redesignating rule 206(4)-2 under the Advisers Act."  Please revise to update the status of
the proposed amendments you reference.
Bitcoin, Bitcoin Markets and Regulation of Bitcoin
Bitcoin Protocol, page 57
6.Please revise to update your disclosures relating to Taproot upgrade.
The Trust and Bitcoin Prices
Use of [ ], page 61
7.Please revise your disclosure to provide a materially complete description of the Pricing
Benchmark. Please also address the following in your disclosure regarding the Pricing
Benchmark:
•Include a table with market share and volume information for each Constituent
Exchange comprising the Pricing Benchmark;
•Disclose the extent to which the Sponsor has discretion to select a different index;
•Disclose the criteria the Benchmark Provider uses to select the Constituent
Exchanges, the frequency with which the Benchmark Provider evaluates the
Constituent Exchanges; and
•Disclose whether and how the Sponsor will notify investors of changes to the Pricing
Benchmark or Constituent Exchanges.
Additional Information About the Trust
The Trust's Fees and Expenses, page 66
Your disclosure notes that "the Sponsor shall assume and pay all fees and other expenses
incurred by the Trust in the ordinary course of its affairs, excluding taxes, but including
… (vi) the fees and expenses related to any listing, trading or quotation of the Shares on
any listing exchange or quotation system (including legal, marketing and audit fees and
expenses)." Please reconcile this with your disclosure noting that the Sponsor will not
assume the fees and expenses related to the listing on pages 6, 66 and A-1. Please also 8.

February 11, 2026
Page 3
revise to disclose here and throughout the registration statement, if true, that the Sponsor
Fee includes expenses for bitcoin-related on-chain transaction fees associated with
creation and redemption transactions and transactions with the Prime Broker.
9.We note your disclosure that, "[i]n the Sponsor's sole discretion, all or any portion of a
Sponsor-paid Expense may be redesignated as an Additional Trust Expense, if, among
other reasons, the Sponsor determines that a Sponsor-paid Expense is an extraordinary,
non-recurring expense of the Trust." Please disclose the criteria the Sponsor will consider
or the reasons why the Sponsor may choose to do this. Please also update any related
disclosure throughout the registration statement.
Termination of the Trust, page 66
10.We note your disclosure that in the event the Trust is terminated "the Sponsor will notify
Shareholders at least 30 days before the date for termination of the Trust
Agreement." Please revise to disclose how the Shareholders will receive this notification.
The Trust's Service Providers
The Sponsor, page 70
11.Please revise to discuss the Sponsor's experience sponsoring exchange-traded products
and specifically its experience related to crypto asset markets. Please revise to include
related risk factor disclosures as appropriate.
Custody of the Trust's Assets, page 72
12.We note the Trust intends to use more than one Bitcoin Custodian. Please revise to
discuss the criteria the Sponsor will take into consideration in determining how much
bitcoin to allocate to each Bitcoin Custodian.
13.We note your statement here that the Bitcoin Custodians will keep a "substantial portion"
of the private keys associated with the Trust's bitcoin in cold storage. We also note your
disclosure on pages 6 and 72 that "[a]ll of the Trust's assets and private keys will be held
in cold storage of the Bitcoin Custodians on an ongoing basis." Please revise for
consistency. In an appropriate section of the registration statement please also describe
how transfers of bitcoin from cold/hot to hot/cold storage occur.
Creation and Redemption of Shares, page 77
Your disclosure states that "[c]reations and redemptions will generally be 'on-chain'
transactions reflected in the Trust's Vault Account" and that "[u]nder certain
circumstances, these transactions may be 'off-chain' transactions that are represented in
the books and records of the Prime Broker." Please expand your disclosure here to
address the situations in which creations and redemptions will be on-chain transactions
recorded on the bitcoin network and reflected in the Trust's Vault Account and under
what circumstances the transactions will be off-chain transactions reflected in the Prime
Broker's books and records and not recorded on the bitcoin network. Similarly, on page
80 you state that "[u]nder most circumstances, the bitcoin associated with a Creation
Basket Deposit will be deposited with the Bitcoin Custodians in the Trust's Cold Vault
Balance, although in some circumstances, bitcoin may be deposited outside of cold
 14.

February 11, 2026
Page 4

storage." Please expand your disclosure to describe the circumstances in which the
bitcoin would be "deposited outside of cold storage."
15.Your disclosure on page 82 that states "[t]o effectuate a redemption order via an in-kind
transaction, the Authorized Participant will deliver the necessary Shares to the Trust, and
the Sponsor will instruct the Prime Broker to deliver bitcoin to the account of the
Authorized Participant or its designated agent's account at the Prime Broker" is
inconsistent with your disclosure on the cover page and pages 6 and 12 that states
"[w]hen such an Authorized Participant redeems Shares in-kind, the Trust, through the
Bitcoin Custodians, will deliver bitcoin to the Authorized Participant, or a designated
agent thereof, in exchange for its Shares." Please revise for clarity and
consistency. Separately, we note your disclosure regarding the suspension or rejection of
redemption orders on page 83. Please disclose whether the Sponsor may also suspend
creation orders and how the Trust will notify Shareholders if it has suspended either
creation or redemption orders.
Conflicts of Interest, page 84
16.Please revise to disclose any code of ethics the Sponsor intends to implement or has
implemented to eliminate or mitigate conflicts of interests.
Governing Law; Consent to Delaware Jurisdiction, page 92
17.We note your disclosure on page 92 that "[e]xcept in limited circumstances, Shareholders
will have no voting rights under the Trust Agreement." Please revise to disclose the
limited circumstances in which the Shareholders have voting rights under the Trust
Agreement.
Legal Matters, page 92
18.Please revise your disclosure to include the opinion from counsel regarding the
classification of the Trust as a grantor trust for U.S. federal income tax purposes.
Summary of Promotional and Sales Material, page 98
19.We note your disclosure stating that the Trust expects to use a Fact Sheet. Please provide
us with a copy for our review.
Part II
Item 16. Exhibits and Financial Statement Schedules, page II-2
20.Please file the Post-Trade Financing Agreement and any other material agreements
relating to your use of trade credits as an exhibit to the registration statement pursuant to
Item 601 of Regulation S-K or explain why you are not required to do so. Please also
confirm your understanding that we may have additional comments upon reviewing any
revised disclosure.
            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.

February 11, 2026
Page 5
            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 Rolf Sundwall at 202-551-3105 or Mark Brunhofer at 202-551-3638 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:Anna Tomczyk