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