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United States securities and exchange commission logo





                               June 14, 2024

       Brian Hartigan
       Chief Executive Officer and Manager
       Invesco Galaxy Ethereum ETF
       c/o Adam Henkel, Esq.
       Invesco Capital Management LLC
       3500 Lacey Road, Suite 700
       Downers Grove, IL 60515

                                                        Re: Invesco Galaxy
Ethereum ETF
                                                            Amendment No. 2 to
Registration Statement on Form S-1
                                                            Filed May 31, 2024
                                                            File No. 333-274767

       Dear Brian Hartigan:

                                                        We have reviewed your
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.

       Amendment No. 2 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.
       Cover Page

   2.                                                   Please revise the cover
page to state that the Trust will not participate in the proof-of-stake
                                                        validation mechanism of
the Ethereum network (i.e., the Trust will not    stake    its ether) to
                                                        earn additional ether
or seek other means of generating income from its ether holdings.
 Brian Hartigan
FirstName  LastNameBrian Hartigan
Invesco Galaxy Ethereum ETF
Comapany
June       NameInvesco Galaxy Ethereum ETF
     14, 2024
June 14,
Page 2 2024 Page 2
FirstName LastName
Prospectus Summary, page 2

3.       Please revise the Prospectus Summary to state that shareholders will
not receive the
         benefits of any hard fork or airdrop because if a hard fork, airdrop
or similar event occurs
         in the Ethereum blockchain, the Sponsor will instruct the Trust to
immediately and
         irrevocably disclaim all rights to the assets so created.
Risk Factors, page 11

4.       Please include risk factor disclosure regarding the uncertain
treatment of custodied crypto
         assets in the event of the insolvency or bankruptcy of the Prime
Broker or the Ethereum
         Custodian, and the risk that the Trust's custodied assets could become
the property of
         a bankruptcy estate and made available to satisfy the claims of
general unsecured
         creditors.
5.       Please add risk factor disclosure regarding the potential risk of
transactions with a
         sanctioned entity and the impact if such transactions occur.
6.       Please add separately captioned risk factors discussing the regulatory
and reputational
         risks attendant to ether being used in the furtherance of criminal
activity, the risk of wash
         trading in spot ether markets, and the risk of front-running in spot
ether markets.
7.       Please add a risk factor addressing that at times, there has been a
single entity that has
         reportedly controlled around or in excess of 33% of the total staked
ether on the Ethereum
         network, which poses centralization concerns and could permit the
entity to attempt to
         interfere with transaction finality or block confirmations. Address
the concern that if such
         an entity, or a bad actor with a similar sized stake, were to attempt
to interfere with
         transaction finality or block confirmations, it could negatively
affect the use and adoption
         of the Ethereum network, the value of ether, and thus the value of
your shares.
         Additionally, please revise your "Forms of Attack Against the Ethereum
network"
         discussion on page 49 to also address the possibility of a 33% attack
and a 66% attack.
8.       Please briefly address any risks or challenges that Layer 2 solutions
pose to the
         Ethereum blockchain and ether.
9.       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.
10.      Please add a separately-captioned risk factor addressing the risk that
validators may suffer
         losses due to staking, or staking may prove unattractive to
validators, which could make
         the Ethereum network less attractive. Include a discussion of the
types of sanctions the
         Ethereum network may impose for validator misbehavior or inactivity.
 Brian Hartigan
FirstName  LastNameBrian Hartigan
Invesco Galaxy Ethereum ETF
Comapany
June       NameInvesco Galaxy Ethereum ETF
     14, 2024
June 14,
Page 3 2024 Page 3
FirstName LastName
Limits on Ether Supply, page 45

11.      We note your disclosure that approximately 1,700 ether are issued per
day. Please also
         disclose the daily burn rate of ether.
Description of Lukka Prime, page 54

12.      Refer to the table titled "ETH- USD Lukka Prime Ethereum Volumes
(January 1, 2023 -
         April 1, 2024)." Please clarify whether the denominator used to
calculate "Volume (%)" is
         the volume of the entire market, or is the sum of the volumes of the
Benchmark Pricing
         Sources shown on the table. Please also include actual volume
information for each of the
         trading platforms.
13.      Please revise to disclose the criteria the Sponsor will use to
determine that another index
         or standard better aligns with the Trust's investment objective and
strategy.
The Trust's Expenses, page 57

14.      Please disclose whether any of the Trust's expenses payable by the
Sponsor from the
         Sponsor Fee are capped. If there are such caps, disclose the amounts
and the criteria the
         Sponsor will consider or the reasons the Sponsor may choose to pay
expenses beyond the
         cap amount, and, if so, whether and how Shareholders will be notified.
Calculation of NAV, page 58

15.      We note the statement on page 59 that "if the Benchmark deviates by
more than a pre-
         determined amount from an alternate benchmark available to the
Sponsor, then the
         Sponsor   s Valuation Team may determine to utilize the alternate
benchmark." Please
         identify the pre-determined amount and the alternate benchmark.
The Trust's Service Providers, page 63

16.      Please provide a separately captioned section to describe the Prime
Broker, including
         without limitation:
             The material provisions of any material agreement between any
transaction party and
             the Prime Broker;
             The Prime Broker 's policies and procedures with respect to any
assets held by it on
             behalf of the Trust;
             How the Prime Broker will be compensated;
             Who will be responsible for any fees associated with ether
transactions between the
             Authorized Participants, Ether Custodian and Prime Broker;
             Whether or not assets of the Trust held at the Prime Broker will
be held in segregated
             accounts;
             How much of the Trust's assets will be held at the Prime Broker;
and
             Whether there are any limits on the percentage or amount of
Trust's assets that may
             be held at the Prime Broker at any point in time.
 Brian Hartigan
FirstName  LastNameBrian Hartigan
Invesco Galaxy Ethereum ETF
Comapany
June       NameInvesco Galaxy Ethereum ETF
     14, 2024
June 14,
Page 4 2024 Page 4
FirstName LastName
17.      Please revise to identify the Connected Trading Venues.
The Execution Agent, page 65

18.      Please disclose whether an Ethereum Counterparty may be an affiliate
of the Trust and/or
         Sponsor and whether and to what extent they may be affiliated with or
have any material
         relationships with any of the Authorized Participants.
Custody of the Trust's Ethereum, page 66

19.      Please revise to provide a materially complete discussion of your
ether custody
         arrangements. For example, please address the following:
             Please revise your disclosure to describe the    similarly secure
technology.
             We note your disclosure that from time to time, portions of the
Trust   s ether will be
             held in the Trading Balance outside of cold storage temporarily as
part of trade
             facilitation in connection with creations and redemptions of
Creation Baskets or to
             sell ether to pay Trust expenses. Please revise to disclose how
and when the
             Ethereum Custodian will be directed to transfer the ether from the
Prime Custody
             Vault environment to the Trading Balance environment in connection
with paying the
             Trust   s Expenses.
             Disclose the aggregate amount of the Ethereum Custodian   s
insurance coverage
             across all wallets.
Seed Capital Investor; Selling Shareholders, page 72

20.      Please describe any costs or transaction fees payable by the Trust
associated with the
         conversion of cash from the Seed Creation Baskets to ether.
Suspension or Rejection of Redemption Orders, page 77

21.      Please revise this section to address the suspension of creation
orders, add a separate
         section doing so, or advise.
Creation and Redemption Transaction Fee, page 77

22.      Please disclose whether, in connection with cash creations, if the
price of ether has
         dropped, the excess cash will be returned to the Authorized
Participant.
Material Contracts, page 88

23.      Please disclose the term of each agreement and the termination
provisions of each
         agreement.
Exhibits

24.      We note that many of your exhibits have been filed as "form of."
Please file these exhibits
         in executed form for any that have been executed.
 Brian Hartigan
Invesco Galaxy Ethereum ETF
June 14, 2024
Page 5

        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Mark Brunhofer at 202-551-3638 or David Irving at
202-551-3321 if you
have questions regarding comments on the financial statements and related
matters. Please
contact John Dana Brown at 202-551-3859 or Justin Dobbie at 202-551-3469 with
any other
questions.



                                                           Sincerely,
FirstName LastNameBrian Hartigan
                                                           Division of
Corporation Finance
Comapany NameInvesco Galaxy Ethereum ETF
                                                           Office of Crypto
Assets
June 14, 2024 Page 5
cc:       Paulita Pike
FirstName LastName
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