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CORRESP
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 CORRESP XRP

 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. 322 and 323 under the Securities Act of 1933, as amended (the “1933 Act”) and Amendment Nos. 331 and 332 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 XRP ETF , ProShares Short XRP ETF , ProShares Ultra XRP ETF , and ProShares UltraShort XRP ETF (each, a “Fund,” and collectively, the “Funds”).
 We received comments from you relating to the Amendments, dated February 25, 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 XRP 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 “XRP 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 XRP futures contracts began trading on CFTC registered exchanges.
 3. Comment: Please further disclose that XRP may be determined to be offered and sold as a security under federal or state securities laws, as appropriate.
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 Response: The Trust confirms the requested disclosures are included or will be included in the summary prospectus, specifically in the section titled “Principal Risks – XRP Risk” which states the following:
 Legal or regulatory changes may negatively impact the operation of the XRP Ledger or restrict the use of XRP. For example, if XRP 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 XRP, trading in XRP 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 XRP and XRP futures” which states the following:
 The regulation of XRP, 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 XRP businesses to provide services, which may impede the growth of the XRP economy and have an adverse effect on adoption of XRP. In addition, certain XRP 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 XRP and XRP futures. Similarly, future regulatory changes or enforcement actions could impact the ability of the 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 XRP 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 XRP trading venues would no longer facilitate trading in XRP. As a result, trading in XRP futures may be completely halted or otherwise disrupted, or become significantly more volatile, XRP futures may become illiquid and/or lose significant value, and the Fund may have difficulty unwinding or closing out its XRP futures contracts. In that event, the value of an investment in the Fund could decline significantly and without warning, including to zero. There is no guarantee that security futures on XRP would begin trading on any particular timeframe or at all or that the Fund would be able to invest in such instruments. The determination that XRP is a security and the related impacts on XRP futures contracts may result in extraordinary expenses for the Fund.
 4. Comment: Please disclose, with sufficient specificity and detail, the types of adverse consequences for the Fund and its shareholders if XRP is determined to be offered and sold as a security under federal or state securities laws.
 Response: The Trust confirms the requested disclosures are included or will be included as noted above in response to Comment 3.
 5. Comment: With respect to the XRP ETF, please disclose how the Fund is determining the “performance of XRP” 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 XRP using the Bloomberg XRP Index.
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 6. Comment: With respect to the UltraShort XRP ETF, Short XRP ETF, and Ultra XRP ETF, the investment objectives include a bracket around "[XRP 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 XRP Index.
 7. 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.
 8. Comment: With respect to the fee table for the UltraShort XRP ETF, Short XRP ETF, and Ultra XRP ETF, please disclose in FN 2 the terms of the waiver and the terms of any potential recoupment by the adviser.
 Response: The Trust has revised the disclosure to remove references to a fee waiver or reimbursement.
 9. Comment: Please specifically disclose the reference assets the Funds will use for the swap agreements that will provide exposure to XRP.
 Response: The Trust has removed all references to swap agreements from the summary prospectus.
 10. 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 9, the Trust has removed all references to swap agreements from the summary prospectus.
 11. 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 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 9, the Trust has removed all references to swap agreements from the summary prospectus.
 12. 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 9, the Trust has removed all references to swap agreements from the summary prospectus.
 13. 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.
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 Response: As noted above in response to Comment 9, the Trust has removed all references to swap agreements from the summary prospectus.
 14. Comment: Please ensure that all material features of the contemplated swap agreements have been disclosed.
 Response: As noted above in response to Comment 9, the Trust has removed all references to swap agreements from the summary prospectus.
 15. 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 XRP (as applicable).
 Response: As noted above in response to Comment 9, the Trust has removed all references to swap agreements from the summary prospectus.
 16. 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 utilizes a relative VaR test. The requested hypothetical VaR calculations are provided under 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 to use the Bloomberg XRP Index as its designated reference portfolio for purposes of compliance with Rule 18f-4. The Trust confirms that the Bloomberg XRP Index is unleveraged.
 17. Comment: Please elaborate on the potential differences between returns based on the price of XRP vs. XRP linked instruments, such as futures and swaps that provide exposure to XRP (“XRP-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 XRP by investing in derivatives that provide exposure to XRP through a pooled investment vehicle from the summary prospectus.
 18. 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.
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 Response: The Trust confirms that the Fund's code of ethics will apply to transactions in XRP or XRP-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.
 19. Comment: Please disclose in the Principal Investment Strategy that there is no assurance that the returns of the Fund's XRP-Linked Instruments will match that of XRP.
 Response: The Trust confirms that the requested disclosures are or will be included as a principal risk in the section entitled “Principal Risks – Investment Strategy Risk” as follows:
 While the performance of XRP futures contracts, in general, has historically been highly correlated to the performance of “spot” XRP, there can be no guarantee that this will continue. “Spot” XRP refers to XRP that can be purchased immediately.
 In addition, the Trust notes that similar disclosures appear in the section entitled “Principal Risks – XRP Futures Risks” as follows:
 The performance of XRP futures contracts, in general, has historically been highly correlated to the performance of XRP. However, there can be no guarantee this will continue. Transaction costs (including the costs associated with futures investing), position limits, the availability of counterparties and other factors may impact the cost of XRP futures contracts and decrease the correlation between the performance of XRP futures contracts and XRP, over short or even long-term periods. In the event that there are persistent disconnects between XRP and XRP futures, the Fund may not be able to obtain the desired exposure and may not be able to achieve its investment objective.
 In addition, the performance of back-month futures contracts is likely to differ more significantly from the performance of the spot prices of XRP. To the extent the Fund is invested in back-month XRP future contracts, the performance of the Fund should be expected to deviate more significantly from the performance of XRP. Moreover, price differences between XRP and XRP futures will expose the Fund to risks different from, and possibly greater than, the risks associated with investing directly in XRP, including larger losses or smaller gains.
 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 foreseeably 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 re