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                                 January 5, 2024

       Shannon Ghia
       Chief Executive Officer
       iShares Bitcoin Trust
       c/o iShares Delaware Trust Sponsor LLC
       400 Howard Street
       San Francisco, CA 94105

                                                        Re: iShares Bitcoin
Trust
                                                            Amendment No. 5 to
Registration Statement on Form S-1
                                                            Filed December 29,
2023
                                                            File No. 333-272680

       Dear Shannon Ghia:

            We have reviewed your amended registration statement and have the
following
       comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.
Unless we note otherwise,
       any references to prior comments are to comments in our December 18,
2023 letter.

       Amendment No. 5 to Registration Statement on Form S-1

       General

   1.                                                   Refer to your response
to comment 16. Please revise your disclosure on pages 10, 22,
                                                        50 and elsewhere as
appropriate to clarify, if true, that with respect to any fork, airdrop or
                                                        similar event, the
Sponsor will cause the Trust to irrevocably abandon the Incidental
                                                        Rights or IR Virtual
Currency and in the event the Trust seeks to change this position, an
                                                        application would need
to be filed with the SEC by your listing exchange seeking
                                                        approval to amend its
listing rules. Please also revise to clarify, if true, that the only crypto
                                                        asset to be held by the
Trust will be bitcoin.
 Shannon Ghia
FirstName  LastNameShannon  Ghia
iShares Bitcoin Trust
Comapany
January    NameiShares Bitcoin Trust
        5, 2024
January
Page 2 5, 2024 Page 2
FirstName LastName
Prospectus Summary
Trust Structure, the Sponsor, the Trustee, the Delaware Trustee and the
Custodians, page 1

2.       We note your disclosure that "[s]ubject to the In-Kind Regulatory
Approval, these
         transactions may also take place in exchange for bitcoin." We have the
following
         comments:
             Please revise your cover page and throughout to 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.
             Please revise to clarify your prospectus summary and throughout
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.
             Please confirm your understanding, consistent with the undertaking
required by Item
              512(a)(1)(iii) of Regulation S-K, that you will file a
post-effective amendment to
              include any material information with respect to the plan of
distribution not
              previously disclosed in the registration statement or any
material change to such
              information.
Business of the Trust
Net Asset Value, page 61

3.       Refer to your responses to comment 6 in our September 29, 2023 letter
and related
         subsequent comments. We note your revised disclosure that the Trust
will only allow
         cash redemptions, and observe that this change may have an impact on
your fair value
         accounting policy, including principal market determination under ASC
Topic 820.
         Please confirm your understanding that our decision not to issue
additional comments
         should not be interpreted to mean that we either agree or disagree
with your responses and
         your current fair value accounting policy. Please also confirm your
understanding that we
         may comment further on this matter in future filing reviews once the
Trust is operational.
4.       Refer to your response to comment 3. Please revise your disclosure on
page 61 to clarify
         whether the Sponsor has a license agreement with the Secondary Index.
Valuation of Bitcoin; The CF Benchmark Index, page 62

5.       Refer to your response to comment 5. Please revise to disclose how the
Trust will notify
         investors of material changes to the CF Benchmarks Index's
methodology.
Description of the Shares and the Trust Agreement
Creation and Redemption, page 69

6.       We note your revised disclosure on page 69. Please revise to identify
the Bitcoin Trading
         Counterparties. Please also disclose the material terms of any
agreements with such
         trading counterparties.
 Shannon Ghia
FirstName  LastNameShannon  Ghia
iShares Bitcoin Trust
Comapany
January    NameiShares Bitcoin Trust
        5, 2024
January
Page 3 5, 2024 Page 3
FirstName LastName
Venue Provision, page 76

7.       Refer to your response to comment 15. Section 7.5 of the Second
Amended and Restated
         Trust Agreement and your December 22, 2023 response letter state that
the Exclusive
         Jurisdiction provision does not apply to causes of action for
violation of the Exchange Act
         or the Securities Act. Please revise your disclosure in the prospectus
for consistency. In
         addition, please revise your disclosure on page 76 to disclose that
the waiver of jury trial
         provision does not apply to causes of action for violation of the
Exchange Act or
         Securities Act. Also, please revise to describe the restrictions of
the right to bring a
         derivative action. In this regard, we note the terms in Section 3.5 of
the Second Amended
         and Restated Trust Agreement.
The Prime Execution Agent and The Trade Credit Lender
The Trade Credit Lender, page 87

8.       Please revise to disclose here the maximum amount of Trade Credits
that the Trust may
         borrow, if any, and describe the term and termination provisions of
the Trade Financing
         Agreement.
Financial Statements
General, page 102

9.       Please include an updated consent from your independent registered
accounting firm in
         your next amendment.
       Please contact David Irving at 202-551-3321 or Robert Telewicz at
202-551-3438 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Sonia Bednarowski at 202-551-3666 or Justin Dobbie at 202-551-3469 with
any other
questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of Crypto
Assets