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CORRESP
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 CORRESP Solana

 VIA EDGAR
 July 11, 2025
 U.S. Securities and Exchange Commission
 Division of Investment Management
 100 F Street, N.E.
 Washington, D.C. 20549

 Re:
 ProShares Trust (the “Trust”) (File Nos. 811-21114 and 333-89822)

 Dear Mr. Rosenberg:
 On January 17, 2025, the Trust filed with the U.S. Securities and Exchange Commission (the “Commission”) Post-Effective Amendment Nos. 320 and 321 under the Securities Act of 1933, as amended (the “1933 Act”) and Amendment Nos. 329 and 330 under the Investment Company Act of 1940, as amended (the “1940 Act”) to the Trust’s registration statement on Form N-1A (collectively, the “Amendments”). The Amendments were filed to add four new series, ProShares Solana ETF , ProShares Short Solana ETF , ProShares Ultra Solana ETF , and ProShares UltraShort Solana ETF (each, a “Fund,” and collectively, the “Funds”).
 We received comments from you relating to the Amendments, dated February 24, 2025. For your convenience and reference, we have summarized the comments in this letter and provided the Trust’s response to each such comment below. The Trust will file Post-Effective Amendments to the registration statement pursuant to Rule 485(b) under the 1933 Act (collectively, the “B Filings”). The B Filings are being made for the purpose of incorporating modifications to the Funds’ prospectuses and statements of additional information in response to your comments to the Amendments as described in this letter and to make other minor and conforming changes. Capitalized terms not otherwise defined herein will have the same meaning as in the Amendments.
 Prospectus:
 1. Comment: Please supplementally indicate when each Fund expects to launch.
 Response: The Advisor currently anticipates launching ProShares Ultra Solana ETF shortly after effectiveness. The other Funds do not currently have a scheduled launch date.
 2. Comment: Please revise the registration statement to reflect the principal and non-principal strategies of the Funds on the day the registration statement is anticipated to become effective. Please note that the staff is not aware of “Solana futures contracts” that trade on CFTC registered exchanges as of the date of this letter.
 Response: The Trust respectfully declines to make a revision to the registration statement regarding the principal and non-principal strategies of the Funds. The Trust notes that subsequent to the Staff’s comment Solana futures contracts began trading on CFTC registered exchanges.
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 3. Comment: The registration statement appears to use the term “Solana” to refer to the native crypto asset of the Solana blockchain as well as the Solana blockchain itself. Please revise the registration statement to use the term “SOL” when referring to the native crypto asset of the Solana blockchain.
 Response: The Trust has revised the registration statement so that the term “SOL” is used when referring to the native crypto asset of the Solana blockchain.
 4. Comment: Please further disclose that SOL may be determined to be offered and sold as a security under federal or state securities laws, as appropriate.
 Response: The Trust confirms the requested disclosures are included or will be included in the section titled “Principal Risks – Solana Risk” in the summary prospectus as follows:
 Legal or regulatory changes may negatively impact the operation of the Solana Network or restrict the use of SOL. For example, if SOL were determined or were expected to be determined to be offered and sold as a security under the federal securities laws, it is possible certain trading venues would no longer facilitate trading in SOL, trading in Solana futures may become significantly more volatile and/or completely halted, and the value of an investment in the Fund could decline significantly and without warning, including to zero.
 The Trust also confirms the requested disclosures are included in the statutory prospectus, specifically in the section titled “Additional Information Regarding Principal Risks – The regulatory environment relating to SOL and Solana futures” which states the following:
 The regulation of SOL, digital assets, digital asset trading venues, and related products and services continues to evolve. The inconsistent and sometimes conflicting regulatory landscape may make it more difficult for SOL businesses to provide services, which may impede the growth of the SOL economy and have an adverse effect on adoption of SOL. In addition, certain SOL businesses may be operating out of compliance with regulations. Future regulatory changes or enforcement actions by regulatory authorities may alter, perhaps to a material extent, the ability to buy and sell SOL and Solana futures. Similarly, future regulatory changes or enforcement actions could impact the ability of a Fund to achieve its investment objective or alter the nature of an investment in the Fund or the ability of the Fund to continue to operate, as planned. For example, if SOL were determined or were expected to be determined to be offered or sold as a security under the federal securities laws or state securities laws, it is possible certain SOL trading venues would no longer facilitate trading in SOL. As a result, trading in Solana futures may be completely halted or otherwise disrupted, or become significantly more volatile, Solana futures may become illiquid and/or lose significant value, and a Fund may have difficulty unwinding or closing out its Solana futures contracts. In that event, the value of an investment in a Fund could decline significantly and without warning, including to zero. There is no guarantee that security futures on SOL would begin trading on any particular timeframe or at all or that a Fund would be able to invest in such instruments. The determination that SOL is a security and the related impacts on Solana futures contracts may result in extraordinary expenses for a Fund.
 5. Comment: Please disclose, with sufficient specificity and detail, the types of adverse consequences for the Fund and its shareholders if SOL is determined to be offered and sold as a security under federal or state securities laws.
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 Response: The Trust confirms the requested disclosures are included or will be included as noted above in response to Comment 4.
 6. Comment: With respect to the Solana ETF, please disclose how the Fund is determining the “performance of solana” as disclosed under the principal investment strategy section.
 Response: The Trust has revised the Fund’s principal investment strategy to note that the Fund will measure the performance of SOL using the Bloomberg Solana Index.
 7. Comment: With respect to the UltraShort Solana ETF, Short Solana ETF, and Ultra Solana ETF, the investment objectives include a bracket around "[Solana Index]". Please disclose and specifically identify the indices the Funds intend to use for purposes of their investment objectives.
 Response: The Trust has revised each Fund’s investment objective to specify the Bloomberg Solana Index.
 8. Comment: Please bold the following language which precedes the fee table: "You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below."
 Response: The Trust has revised the registration statement to bold the requested language.
 9. Comment: With respect to the fee waiver/reimbursement of the UltraShort Solana ETF, Short Solana ETF, and Ultra Solana ETF:
 (a) Please disclose in FN 2 that the waiver will remain in place for one year after effectiveness of the registration statement and that the fee waiver may only be terminated by the board within that one year period.
 (b) Please also disclose the recoupment terms of the fee waiver in FN 2.
 Response: The Trust has revised the disclosure to remove references to a fee waiver or reimbursement.
 10. Comment: Please specifically disclose the reference assets the Funds will use for the swap agreements that will provide exposure to SOL.
 Response: The Trust has removed all references to swap agreements from the summary prospectus.
 11. Comment: With respect to the Fund’s use of swap agreements, please supplementally inform the staff of the counterparties the Fund expects to use and what percentage of the Fund’s assets and investment exposure are expected to be related to each of these counterparties. If exposure to a particular counterparty is deemed to be material, please identify the counterparty in the prospectus and file the agreement with the counterparty as an exhibit to the registration statement.
 Response: As noted above in response to Comment 10, the Trust has removed all references to swap agreements from the summary prospectus.
 12. Comment: If notional exposure to a particular counterparty is likely to exceed 20% of the value
 of the Fund’s assets, if applicable, please disclose: (i) that the counterparty is subject to the informational requirements of the Exchange and in accordance with such requirements files reports and other information with the SEC; and (ii) the name of any national securities exchange on which the counterparty’s securities are listed, stating that reports (and where the counterparty is subject to Sections 14(a) and 14(c) of the Exchange Act, proxy and information statements) and
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 other information concerning the counterparty can be inspected at such exchanges. If the foregoing is not applicable, please advise how investors will be provided with similar information.
 Response: As noted above in response to Comment 10, the Trust has removed all references to swap agreements from the summary prospectus.
 13. Comment: To the extent the Fund will have more than 20% exposure to any swap counterparty, for such counterparties that are subsidiaries of publicly-traded companies for which there is sufficient market interest and publicly available information, please disclose whether the debts of such securities will be recourse to the parent.
 Response: As noted above in response to Comment 10, the Trust has removed all references to swap agreements from the summary prospectus.
 14. Comment: Please disclose how the swap counterparties are likely to hedge their exposure and what will occur if a counterparty terminates the relationship and there are only a limited number of other counterparties available.
 Response: As noted above in response to Comment 10, the Trust has removed all references to swap agreements from the summary prospectus.
 15. Comment: Please ensure that all material features of the contemplated swap agreements have been disclosed.
 Response: As noted above in response to Comment 10, the Trust has removed all references to swap agreements from the summary prospectus.
 16. Comment: Please revise disclosure responsive to Item 9 to more fully explain how the Adviser determines the swaps’ notional exposure for a particular day, the impact that notional exposure would have on Fund returns, and the potential costs associated with entering into new swaps to maintain a Fund’s exposure to SOL (as applicable).
 Response: As noted above in response to Comment 10, the Trust has removed all references to swap agreements from the summary prospectus.
 17. Comment: Please confirm that the Funds intend to use a relative value-at-risk (“VaR”) in complying with Rule 18f-4 under the Investment Company Act of 1940 (“Investment Company Act”).
 (a) Please provide hypothetical VaR calculations demonstrating how the Funds anticipate being able to achieve their respective objective while remaining in compliance with the relative VaR test under Rule 18f-4.
 (b) Please disclose the designated reference portfolio (index) that the Funds plans to use.
 (c) Please confirm that the Funds’ designated reference portfolio is unleveraged.
 (d) Please supplementally confirm that the Funds’ will be using a relative VaR test under Rule 18f- 4.
 Response: The Trust confirms that each Fund intends to comply with Rule 18f-4 at the time the Fund is launched and utilize a relative VaR test. The requested hypothetical VaR calculations are provided under a separate cover. The Trust respectfully declines to disclose the designated reference portfolio in the registration statement, as such disclosures are not required by Form N- 1A nor material to an investor. However, the Trust confirms supplementally that each Fund intends
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 to use the Bloomberg Solana Index as its designated reference portfolio for purposes of compliance with Rule 18f-4. The Trust confirms that the Bloomberg Solana Index is unleveraged.
 18. Comment: If the Fund intends to invest in derivatives whose exposure to SOL is not through physical SOL ( e.g., through a pooled investment vehicle which seeks exposure to SOL), then please elaborate on the potential differences between returns based on the price of SOL vs. SOL linked instruments, e.g. , due to divergence in prices or potential costs associated with derivatives investing.
 Response: The Trust has revised its disclosure to remove references to obtaining exposure to SOL by investing in derivatives that provide exposure to SOL through a pooled investment vehicle from the summary prospectus.
 19. Comment: Please supplementally describe general policies and procedures related to how the Adviser, administrator and/or Chief Compliance Officer will monitor trades or conflicts of interest regarding Fund personnel trades of crypto assets made against or ahead of the Fund purchase of crypto assets ETPs. Please describe changes to the Fund’s Code of Ethics to take into account such crypto assets transactions, if any.
 Response: The Trust confirms that the Funds’ code of ethics will apply to transactions in SOL or SOL-linked investments/derivatives and that Access Persons, as defined in Rule 17j-1 of the Investment Company Act, will be required to pre-clear such transactions.
 20. Comment: Please supplementally discuss the Fund’s plans for liquidity management, including during both normal and reasonably foreseeable stressed conditions.
 Response: As required by each Fund's Liquidity Risk Management Program, the Funds' liquidity program administrator will evaluate the liquidity of the Funds' investments under both normal and reasonably foreseeable stressed conditions. In doing so, the Liquidity Risk Manager will take into consideration factors such as (i) short-term and long-term cash flow projections, (ii) the Funds' money market instrument holdings, (iii) the Funds' concentration in certain investments, (iv) the Funds' access to borrowing and use of reverse repurchase agreements, (v) the size of the Funds' holdings and anticipated creations and redemptions, (vi) the capacity of counterparties to engage in such transactions, (vii) the relationship between the Funds' portfolio liquidity and the spread at which it is anticipated to trade, and (viii) the effect of the cash redemption basket on the overall liquidity of the Funds' portfolio.
 21. Comment: Please advise whether you have had discussions with potential swap counterparties and what sort of margin requirements are being considered. Include an analysis of any impact margin requirements are expected to have on the ability of the Fund to implement its strategies.
 Response: As noted above in response to Comment 10, the Trust has removed all references to swap agreements from the summary prospectus.
 22. Comment: Please supplementally provide information about the Fund’s discussions with potential authorized participants (“APs”) or market makers, including:
 (a) Please explain the ability of APs and market makers to arbitrage the Fund’s holdings in a manner that is expected to keep the Fund’s market price in line with its NAV.
 (b) Please explain what instruments the APs will use to arbitrage and whether there will be any impact from the difficulties with custodying these instruments.
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 (c) Please explain