SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

   Mail Stop 4561

August 22, 2008
 Michael L. Sapir c/o ProShare Capital Management LLC 7501 Wisconsin Avenue Suite 1000 Bethesda, Maryland  20814
Re: Proshares Trust II
Amendment No. 2 to Registrati on Statement on Form S-1
Filed August 15, 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.
Description of the Currency Benchmarks, page 42

1. The information that comes from the BI S Survey seems to come from April 2007
data, but your disclosure states that th e data is from December 2007, which is the
date the BIS Survey was published.  Please advise or revise your disclosure to
make clear that the data comes from April 2007.

Michael L. Sapir
c/o ProShare Capital Management LLC August 22, 2008 Page 2  Creation and Redemption of Shares, page 53

2. You state that Authorized Participants “m ay pay” a variable transaction fee.
Please disclose when this fee may be required.

Likelihood of Becoming a Stat utory Underwriter, page 88
3. We note your response to our prior comment  #10 and the disclosure stating that
the initial Authorized Participants “will be” statutory underwriters assuming
certain conditions are satisfie d.  In light of the stated intentions of the initial
Authorized Participants with respect to th e initial baskets, please disclose that
Goldman Sachs Execution & Clearing L.P.  and Merrill Lynch Professional
Clearing Corp. are acting as underwriters with respect to th e initial baskets.

*     *     *
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
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

Michael L. Sapir
c/o ProShare Capital Management LLC August 22, 2008 Page 3  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)