SecProbe.io

Mail Stop 4561

August 1, 2008
 Michael L. Sapir c/o ProShare Capital Management LLC 7501 Wisconsin Avenue Suite 1000 Bethesda, Maryland  20814
Re: Proshares Trust II
Amendment No. 1 to Registrati on Statement on Form S-1
Filed July 9, 2008
  File No. 333-146801

Dear Mr. Sapir:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
General

1. We note that you have omitted certain required information for which you plan to
include in the filing of your next pre-eff ective amendment.  For example, we note
that you have not provided complete  break-even disclosure, certain fee
information, audited financial statements for each of your funds or consents from
your expert advisors.  Please provide this  information in your next amendment on
Form S-1 and note that the Staff will requi re an adequate amount of time in order
to review such information.  Additionall y, please provide an audited balance sheet
as of the most recent fiscal year for ProShare Capital Management LLC.

Michael L. Sapir
c/o ProShare Capital Management LLC August 1, 2008 Page 2

Cover Page of Registration Statement
2. We have read your response to our prior comment #7 but do not agree with your
analysis.  The use of an unallocated shelf is not permitted on Form S-1.  In the fee table, please list separate ly each of the Funds, the proposed maximum aggregate
offering price for such Fund, and the amount of registration fee for such Fund.
Summary, page 1

Principal Investment Strategies, page 5
3. You state that each Fund may also use “o ther financial instruments and techniques
in pursuit of its investment objective”.  Please describe these instruments and
techniques.
Risk Factors, page 13
4. Please include a risk factor addressing th e potential for a court to conclude that
the assets and liabilities of the separate  series of the trust are not segregated
thereby potentially exposing investors in one  series to the liabilities of the other
series, or advise us why you do not believe this is material.
You cannot be assured of the Sponso r’s continued services …, page 13
5. You note that if the Sponsor’s registra tions with the CFTC were revoked, the
Sponsor would no longer be able to pr ovide service to the Funds.  Please
elaborate, both here and on page 33 unde r the subheading “Regulations”, as to
what would happen to the Funds and how it would be detrimental to the Funds if
this occurred.
Legislative changes are being proposed …, page 28
6. Please add further information about this  proposed regulation in another section
of the prospectus, such as under the s ubheading “Regulations” on page 33.
Investment Objectives and Principa l Investment Strategies, page 29
7. We note your response to our prior comme nt #14 and your revised disclosure.
Additionally, please provide further detail to describe how each Fund achieves
200% exposure to the co rresponding benchmark.

Michael L. Sapir
c/o ProShare Capital Management LLC August 1, 2008 Page 3

Description of the Dow Jones – AIG Indexes and Sub-Indices, page 35
8. Please disclose the relationship between the commodity index series and the two
commodity index benchmarks.
Description of the Currencies Benchmarks, page 39
9. In your response to our prior comment #25 you state that you have attached the
BIS Survey, but we have not received it and therefore are reissuing our prior
comment.  We note your usage of the BI S Survey.  Please provide us with
highlighted copies of this and any other study or report that y ou cite or on which
you rely.
Likelihood of Becoming a Stat utory Underwriter, page 79
10. We note your response to our prior comme nt #33 and the revised disclosure.
Based on the current disclosure regarding the intent of the initial authorized
purchaser at the time of effectiveness, it appears the initial purch aser is a statutory
underwriter.  Please revise accordingly.
Signature page
11. Please explain why Mr. Edward Karpowi cz has signed the registration statement
as the principal financial officer but is not  listed on page 56 of the prospectus as
one of the principals of the Sponsor.
*     *     *
As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us w ith marked copies of the amendment to
expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the

Michael L. Sapir
c/o ProShare Capital Management LLC August 1, 2008 Page 4

securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this
request at least two business days in a dvance of the requested effective date.
You may contact Howard Ef ron at (202) 551-3439 or R obert Telewicz at (202)
551-3438 if you have questions regarding comm ents on the financial statements and
related matters.  Please c ontact Phil Rothenberg at (202)  551-3466 or me at (202) 551-
3852 with any other questions.
     S i n c e r e l y ,

 Michael McTiernan
Special Counsel
cc: Anthony A. Lopez III, Esq. (via facsimile)