SecProbe.io

January 10, 2012
 Via E-mail

Amy Doberman, Esq. General Counsel ProShares Trust II c/o ProShares Capital Management LLC 7501 Wisconsin Avenue, Suite 1000 Bethesda, MD  20814
Re: ProShares Trust II
  Amendment No. 1 to Registra tion Statement on Form S-1
Filed December 20, 2011
  File No. 333-176878

Dear Ms. Doberman:
 We have reviewed Amendment No. 1 to 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 by amendi ng your registration statement and providing
the requested information.  If you do not beli eve our comments appl y to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your re gistration statement and the information
you provide in response to these comments,  we may have additional comments.

Prospectus for ProShares Ultra DJ-UBS Commodity et al.

Cover Page
 1. Please include the initial price per share that  will be paid by the initial Authorized
Purchaser.
 Investment Objectives and Principa l Investment Strategies, page 24

 2. We have reviewed your response to comm ent 8 from our letter dated October 17,
2011.  Please revise the prospectus to include  the information set forth in the table
included in your response.
 3. We note that some of the Funds expect to i nvest primarily in swaps or forwards with
concentrated counterparties.  For exam ple we note that as of September 30, 2011,
Ultra DJ-UBS Commodity had swap positions  with Goldman Sachs International and

Amy Doberman, Esq. ProShares Trust II January 10, 2012 Page 2
 UBS AG.  Please tell us what considerat ion you have given to providing disclosure
on the current financial position of these or  other such counterparties to your swaps
and forwards.
 Charges, page 41

 4. We have reviewed your response to comm ent 10 from our letter dated October 17,
2011. Please include a footnote to the Br eakeven Table reflecting how you have
calculated estimated rebalancing costs.
 Material U.S. Federal Income Tax Considerations, page 52

 5. We have reviewed your response to comm ent 11 from our letter dated October 17,
2011.  Please revise the summary section of your prospectus to de scribe the issues
investors may face as a result of receiving a Schedule K-1.  In particular we note that Schedules K-1 are usually complex and i nvolve the engagement by individuals of
sophisticated tax experts.

Prospectus for ProShares Ultra VIX Short-Term Futures ETF et  al.

6. Please conform the VIX Funds prospectus to all comments above related to the
prospectus for ProShares Ultr a DJ-UBS Commodity et al.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that th e filing includes the information the Securities Act
of 1933 and all applicable S ecurities Act rules require.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request accelerati on of the effective
date of the pending registration statement pl ease provide a written statement from the
company acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;

 the action of the Commission or the staff, 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 th e disclosure in the filing; and

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

Amy Doberman, Esq. ProShares Trust II January 10, 2012 Page 3
 Please refer to Rules 460 and 461 regard ing requests for acceleration.  We will
consider a written request for acceleration of th e effective date of th e registration statement
as confirmation of the fact that those request ing acceleration are aware of their respective
responsibilities under the Securi ties Act of 1933 and the Securiti es Exchange Act of 1934 as
they relate to the proposed public offering of th e securities specified in  the above registration
statement.  Please allow adequate time for us to review any amendment prior to the requested
effective date of the regist ration statement.
 Please contact Kristina Aberg, Attorney-Advi sor, at (202) 551-3404 or me at (202)
551-3655 if you have questions regarding thes e comments or on any related matters.

Sincerely,
   /s/ Sonia Gupta Barros
Sonia Gupta Barros Special Counsel
 cc: Kenneth C. Fang, Esq.