United States securities and exchange commission logo May 7, 2021 Barry Silbert Chief Executive Officer Grayscale Investments, LLC 250 Park Avenue South New York, NY 10003 Re: Grayscale Ethereum Trust (ETH) Amendment No. 1 to Registration Statement on Form 10-12G Filed October 2, 2020 Response letter dated January 27, 2021 File No. 000-56193 Dear Mr. Silbert: We have reviewed your response letter and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Amendment No. 1 to Registration Statement on Form 10-12G General 1. Refer to your response to comment 1. While we do not have any further comments at this time regarding your response to this and prior related comments, please confirm your understanding that our decision not to issue additional comments should not be interpreted to mean that we either agree or disagree with your responses, including any of the legal conclusions you have made, positions you have taken and practices you have engaged in with respect to these matters. 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. Barry Silbert Grayscale Investments, LLC May 7, 2021 Page 2 You may contact John Spitz, Staff Accountant, at (202) 551-3484 or Michael Volley, Staff Accountant, at (202) 551-3437 if you have questions regarding comments on the financial statements and related matters. Please contact David Lin, Staff Attorney, at (202) 551-3552 or Justin Dobbie, Legal Branch Chief, at (202) 551-3469 with any other questions. FirstName LastNameBarry Silbert Sincerely, Comapany NameGrayscale Investments, LLC Division of Corporation Finance May 7, 2021 Page 2 Office of Finance FirstName LastName