February 14, 2025

Filed via EDGAR

Sonia Bednarowski, Sandra Hunter Berkheimer,

David Irving and Jason Niethamer

U.S. Securities and Exchange Commission

Division of Corporation Finance – Office of Crypto Assets

100 F Street, NE

Washington, DC 20549

Subject:	Franklin Crypto Trust (the “Trust”)
	Pre-Effective Amendment No. 2 to Registration Statement on Form S-1
	(File No. 333-281615)

Dear Ms. Bednarowski, Ms. Berkheimer, Mr. Irving and Mr. Niethamer:

On behalf of the Trust, submitted herewith via the EDGAR system are the responses to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) provided via written correspondence with regard to the Trust’s pre-effective Amendment No. 2 to its Registration Statement on Form S-1 (the “Registration Statement”) with respect to the Franklin Crypto Index ETF series of the Trust (the “Fund”), which was filed with the Commission on February 6, 2025 under the Securities Act of 1933 (the “1933 Act”). The Staff’s comments are summarized below, followed by the Trust’s responses thereto. Terms not defined herein have the meaning set forth for that term in the Registration Statement.

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

	1.	Comment: We note that the Fact Sheet for Franklin Crypto Index ETF indicates total net assets of $50.00 million, which is inconsistent with your disclosure in your registration statement. Please revise for consistency or advise.

		Response: The Fact Sheet has been revised as requested and is attached hereto as Exhibit A. The Trust notes that the revised Fact Sheet is not intended to be published on the Fund’s website until after March 31, 2025. Accordingly, 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 Fund has not yet commenced operations.

Prospectus Summary
Key Service Providers--The Sponsor, Trustee, Custodians, Administrator, Marketing Agent and Trade Credit Lender, page 1

	2.	Comment: We note your response to prior comment 1. Please revise to disclose the methodology the Administrator will use to calculate the Sponsor’s fee. In addition, we note your revised disclosure on page 2 that the Sponsor may assume expenses to ensure “that the

		continued operation of the Fund is practical.” Please revise to disclose what you mean by your statement that the continued operation of the Fund is “practical.”

		Response: The disclosure has been revised as requested to further clarify how the Administrator will calculate the Sponsor’s fee and to revise the references to the term “practical”.

Risk Factors
Risks Related to Digital Asset Markets
The lack of full insurance and Shareholders’ limited rights, page 61

	3.	Comment: We note your response to comment 4. Please disclose the current amount of the commercial crime insurance policy here and on page 136.

		Response: The disclosure has been revised as requested.

The Business of the Fund
The Underlying Index, page 102

	4.	Comment: Please revise to include a table in this section that identifies high market capitalization crypto assets that do not meet the Index Providers’ criteria and/or the Index Rules and the reason(s) they do not qualify.

		Response: The disclosure has been revised as requested.

Creations and Redemptions, page 121

	5.	Comment: Please revise to disclose here the material terms of your agreements with Jane Street and Virtu.

		Response: The disclosure has been revised as requested.

U.S. Federal Income Tax Consequences, page 144

	6.	Comment: Please revise your registration statement here and on page 158 to state clearly that the disclosure under the U.S. Federal Income Tax Consequences is the opinion of Stradley, Ronon, Stevens &Young LLP. In addition, please have counsel revise Exhibit 8.1 to clarify that the disclosure in the U.S. Federal Income Tax Consequences section of the prospectus is the opinion of Stradley, Ronon, Stevens & Young LLP.

		Response: The disclosure and Exhibit 8.1 have been revised as requested.

Please do not hesitate to contact J. Stephen Feinour, Jr. at (215) 564-8521 if you have any questions or wish to discuss any of the above responses presented above.

	Very truly yours,

	/s/ Julie Patel
	Julie Patel
	Vice President and Secretary of Franklin Holdings, LLC, Sponsor of the Trust

cc:	Navid J. Tofigh, Franklin Templeton
	J. Stephen Feinour, Jr., Stradley Ronon Stevens & Young, LLP
	Miranda Sturgis, Stradley Ronon Stevens & Young, LLP

Exhibit A