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    VIA EDGAR Mr. Justin Dobbie, Esq. Mr. John Dana Brown, Esq. Office of Crypto Assets United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 June 21, 2024

Re: iShares® Ethereum Trust ETF
Amendment No. 1 to Registration Statement on Form S-1
Filed May 29, 2024
File No. 333-275583

Dear Messrs. Dobbie and Brown:

On behalf of our client, iShares Ethereum Trust ETF (formerly known as iShares Ethereum Trust) (the “Trust”), set forth below are the Trust’s responses to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) by letter dated June 14, 2024 (the “Comment Letter”) in connection with the Trust’s Amendment No. 1 to the Registration Statement on Form S-1 (the “Registration Statement”), which was filed with the SEC on May 29, 2024. Concurrently with the filing of this response letter, the Trust is filing Amendment No. 2 to the Registration Statement (the “Amended Registration Statement”). Where noted in the responses below, the Amended Registration Statement has been updated in response to the Staff’s comments. Defined terms used herein but not otherwise defined have the meanings ascribed to them in the Amended Registration Statement. The Trust’s responses are set out in the order in which the comments were set out in the Comment Letter and are numbered accordingly.

All page references in the responses below are to the pages of a marked copy of the Amended Registration Statement, which was submitted today by the Trust via EDGAR, unless otherwise specified.

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 response to the Staff’s comment, please find the proposed fact sheet attached hereto as Exhibit A. The attached is an example of the fact sheet content in draft form which omits certain performance and other information that is not yet available as the Trust has not yet commenced operations.

2. We note that you are registering an indeterminate number of securities in accordance with Rules 456(d) and 457(u). Please update your EDGAR header tags accordingly.

In response to the Staff’s comment, the Trust has confirmed with the Trust’s financial printer that the EDGAR header tags reflect the Trust’s registration of an indeterminate number of securities in accordance with Rules 456(d) and 457(u).

Prospectus Summary, page 1

3. Please revise the Prospectus Summary to disclose, if true, that the Trust, the 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.

In response to the Staff’s comment, the Trust has revised the Prospectus Summary on page 1 of the prospectus to disclose that the Trust, the Sponsor and the Trust's 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, except with respect to securing the repayment of Trade Credits (as defined below). See “The Custodians—The Ether Custodian” and “The Prime Execution Agent and the Trade Credit Lender—The Prime Execution Agent.”

Trust Objectives, page 2

4. You state here that the Trust will not employ its ether in actions 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 and, accordingly, will not earn any form of staking rewards, or income of any kind, from staking activities. Please revise to include this disclosure on the prospectus cover page.

In response to the Staff's comment, the Trust has revised the cover page of the prospectus to include the requested disclosure.

The Offering, page 6

5. We refer to your disclosure in the second paragraph on page 101 regarding the Ether Trading Counterparties. Please revise to include that disclosure in this section. Please also revise 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.

● Please also tell us how you expect to update your disclosure and inform investors once the Sponsor has identified and selected particular Ether Trading Counterparties.

In response to the Staff’s comment, the Trust has revised the disclosure on pages 16 and 101 of the prospectus to identify Ether Trading Counterparties with whom the Sponsor has entered into an agreement, to disclose the material terms of the agreements entered into with the Ether Trading Counterparties, and any affiliation or material relationship, known to the Sponsor, between such Ether Trading Counterparties and any of the Authorized Participants. The Trust supplementally advises the Staff that if additional Ether Trading Counterparties enter into an agreement with the Trust after the effectiveness of the Registration Statement, the Trust will identify those Ether Trading Counterparties in a prospectus supplement and/or its periodic Exchange Act reports.

A temporary or permanent "fork" could adversely affect the value of the Shares, page 28

6. Please revise to provide an example of the impact that hard forks have had on crypto assets, including quantitative information regarding the price of the impacted crypto asset immediately before and after the fork.

In response to the Staff’s comment, the Trust has revised the disclosure on page 31 of the prospectus to add quantitative information regarding the price of the impacted crypto assets immediately before and after the fork.

An investment in the Shares deviates from a direct investment in ether, page 44

7. Please add a separately-captioned risk factor addressing the fact that the trust will not stake the ether it holds, so an investment in the trust’s shares will not realize the economic benefits of staking.

In response to the Staff’s comment, the Trust has revised the disclosure on page 44 of the prospectus to add a separately captioned risk factor to address the fact that the Trust will not stake the ether it holds.

Overview of the Ethereum Industry, page 77

8. Please revise to add a discussion of the spot ether markets and ether futures markets. Also please revise to include a discussion of the regulation of ether futures and government oversight.

In response to the Staff’s comment, the Trust has revised the disclosure on page 81 of the prospectus to add a discussion of the spot ether markets and ether futures markets. Additionally, the Trust has revised the disclosure on page 87 of the prospectus to include a discussion of the regulation and government oversight of ether futures.

Net Asset Value, page 89

9. Please revise to disclose the criteria the Sponsor will use to determine that CF Benchmarks Index is unreliable as the Index and therefore determines not to use the CF Benchmarks Index as the Index.

In response to the Staff’s comment, the Trust has revised the disclosure on page 90 of the prospectus to disclose the criteria the Sponsor will use to determine whether the CF Benchmarks Index is unreliable as the Index.

The Ether Custodian, page 118

10. You state that the Ether Custodian’s aggregate liability in respect of each cold storage address shall not exceed $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.

In response to the Staff's comment, the Trust has revised the disclosure on page 120 of the prospectus to clarify the processes in place at the Ether Custodian designed to manage the Trust’s Vault Balance to limit the size of each storage address to $100 million.

Seed Capital Investor, page 135

11. Please describe in greater detail how the proceeds from the sale of the Seed Creation Baskets will be converted to ether, including any costs or transaction fees payable by the Trust associated with such conversion.

In response to the Staff’s comment, the Trust has revised the disclosure on page 135 of the prospectus to further detail how the proceeds from the sale of the Seed Creation Baskets will be converted to ether.

Conflicts of Interest, page 137

12. We note that the Prime Execution Agent is an affiliate of the Ether Custodian. Please revise to describe the potential conflicts of interest associated with such an arrangement and the impact it may have on the price of ether when the Prime Execution Agent sells the trust's ether.

In response to the Staff’s comment, the Trust supplementally advises the Staff that the potential conflict of interest associated with the Prime Execution Agent being an affiliate of the Ether Custodian is disclosed in the second paragraph on page 122 and the last paragraph on page 125 of the prospectus under the caption “The Prime Execution Agent and the Trade Credit Lender—The Prime Execution Agent.” Additionally, the Trust has revised the disclosure on page 138 of the prospectus to include a summary of the potential conflicts of interest discussed in the section reference above.

Should the Staff have any additional questions or comments regarding any of the foregoing, please do not hesitate to call me at (212) 878-3180 or Jason D. Myers at (212) 878-8324.

Sincerely,

/s/ Clifford R. Cone         

Clifford R. Cone

cc: Marisa Rolland, BlackRock, Inc.

Adithya Attawar, BlackRock, Inc.

Jason D. Myers, Clifford Chance US LLP

Tae Ho Cho, Clifford Chance US LLP

Jesse Overall, Clifford Chance US LLP

Etherial Edetan, Clifford Chance US LLP

Exhibit A