SecProbe.io

Mail Stop 4561

October 28, 2008
 Michael L. Sapir c/o ProShare Capital Management LLC 7501 Wisconsin Avenue Suite 1000 Bethesda, Maryland  20814
Re: Proshares Trust II
Amendment No. 4 to Registrati on Statement on Form S-1
Filed October 21, 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.
Cover page of Prospectus

1. Please disclose on the cover page the ini tial price of $25 per share.  Please see
Regulation S-K, Item 501(b)(3).  Additio nally, please disclose on the cover page
the offering price Authorized Participants will pay following the initial purchase of the creation units by the initial Author ized Participant.  Finally, please also
include disclosure of the offering price to Authorized Participants at a later time in the Plan of Distribution section.

Michael L. Sapir
c/o ProShare Capital Management LLC October 28, 2008 Page 2

Financial Statements of Proshares Trust II

2. We note that you are not currently regist ering two of your agricultural funds and
that you will not currently offer common  units of beneficial interests in such
funds.  Please update your financial statements  in an amended filing to reflect this
change of event.

*     *     *
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.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the
time of such request , acknowledging that:
• should the Commission or the staff, acti ng pursuant to delegated authority,
declare the filing effective, it does no t foreclose the Commission from taking
any action with respect to the filing;
• the action of the Commission or the st aff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the company from
its full responsibility for the adequacy and accuracy of the disclosure in the
filing; and
• the company may not assert staff comments and the declaration of
effectiveness as a defense in any pr oceeding initiated by the Commission or
any person under the federal securities laws of the United States.
 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

Michael L. Sapir
c/o ProShare Capital Management LLC October 28, 2008 Page 3

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
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)