SecProbe.io

June 23, 2011
 Via E-mail

Mr. Edward Karpowicz Principal Financial Officer Proshares Trust II c/o ProShare Capital Management LLC 7501 Wisconsin Avenue, Suite 1000 Bethesda, Maryland 20814

Re: Proshares Trust II
 Form 10-K for the year ended December 31, 2010
Filed March 1, 2011 File No. 1-34200

Dear Mr. Karpowicz:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
             Form 10-K for the fiscal year ended December 31, 2010

 Item 9A. Controls and Procedures, pages 98 to 99

1. Please disclose in an amended filing that management has evaluated the disclosure
controls and procedures at the individual series level, along with the Registrant in
total, and the conclusions of such ev aluations. Likewise, please make similar
revisions to management’s assessment of in ternal controls over financial reporting.
Additionally, add appropriate disclosure with in Item 9A which will clarify that the
scope of your certifications appl ies at the series level as we ll as the Registrant taken
as a whole, and that the principal executive officer and principal financial officer are
certifying as to the Registrant as a whole, as well as to each series. Please be aware
that it would be inappropriat e to change the wording of the certifications themselves.

Edward Karpowicz
 Proshares Trust II  June 23, 2011  Page 2
 Finally, please make corresponding changes to your quarterly reports and confirm
that you will provide similar disclosu re in all future periodic reports.

Financial Statements
 Report of Independent Registered Public Accounting Firm, page F-2

2. Please amend your filing to provide revi sed audit report language from your
accountant which clarifies that the accountant has audited th e financial statements of
each respective series in addition to a uditing the financial statements for the
Registrant in total.
 Note 9 – Legal Proceedings

3. Please tell us how you have met the disc losure requirements under 450-20-50 of the
accounting standards codification related to the class action la wsuit that has been filed
against the trust and certain of its rela ted officers.  In your response, address
specifically the requirements  of paragraph 50-3 of the above referenced guidance.

We urge all who are responsible for the accura cy and adequacy of th e disclosure in the
filing to be certain that the fi ling includes the information the S ecurities Exchange Act of 1934
and all applicable Exchange Act rules require.  Since the comp any and its management are in
possession of all facts relating to  a company’s disclosure, they ar e responsible for the accuracy
and adequacy of the disclosures they have made.              In responding to our comments, please provide a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Howard Efr on, Staff Accountant, at (202)  551-3439 or me at (202) 551-
3629 if you have questions regarding comments on the fi nancial statements and related matters.

Sincerely,

        /s/ Kevin Woody

Kevin Woody Branch Chief