SecProbe.io

March 1, 2012
 Via E-mail

Kenneth C. Fang Vice President and Legal Counsel ProShare Capital Management LLC 7501 Wisconsin Avenue, Suite 1000 Bethesda, Maryland  20814
Re: ProShares Trust II
Amendment No. 1 to Form S-1 Filed February 14, 2012
  File No. 333-178212

Dear Mr. Fang:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply 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.
 General

 1. We note your response to comment 1 of our letter dated December 27, 2011.  Please note
that we have referred your analysis to the Division of Investment Management and they
will contact you directly when they have completed their review.
 Description of the Funds’ Indexes, page 14

 2. We note your response to comment 11 of our le tter dated December 27, 2011.  Please tell
us what consideration you gave to providing disclosure on the historical performance of
the Index and each Sub-Index since they were launched.
 3. We note your response to comment 12 of our letter dated December 27, 2011 and reissue
that comment in part.  Please revise your disc losure to clarify that the weights for the
Index and each Sub-Inde x are updated annually.

Kenneth C. Fang ProShares Trust II March 1, 2012 Page 2

 Investment Objectives and Principa l Investment Strategies, page 19

 4. We note your disclosure on pages 1 and 19 that states that each Fund intends to meet its
investment objective by investing primarily in futures contracts and that you will only
invest in swaps in the event position account ability rules or position limits are reached
with respect to futures contracts or if th e market for a specific futures contract
experiences emergencies.  You also state on page 19, however, that currently, the Funds
anticipate that, in the nor mal course of business
 and absent any unforeseen
circumstances, they will have 100% expos ure to swaps.  Please advise.
 Swap Agreements, page 19

 5. We note your response to comment 17 of our  letter dated December 27, 2011.  Your
revised disclosure on page 8 states that th e Funds’ counterparties for swaps are: UBS AG,
Goldman Sachs International and Societe Gene rale.  Since you have not yet commenced
operations for the Funds, please explain how you have entered into these counterparty
arrangements.  If the Trust has entered into arrangements with these counterparties, and
the Funds may enter into swaps pursuant to th e Trust’s arrangements, please revise your
disclosure to describe such arrangements by the Trust.

6. We note your response to comment 18 of our  letter dated December 27, 2011.  Please
revise your disclosure in the prospectus to clarify the difference between net amount and
notional amount.
 Plan of Distribution, page 86

 7. Please tell us why you have removed the disc losure regarding the initial Authorized
Participant.  We note that these Funds  have yet to commence operations.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide 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 the Co mmission from taking any action with respect
to the filing;

Kenneth C. Fang ProShares Trust II March 1, 2012 Page 3

  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 the 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.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact Sandra B. Hunter, Staff Attorney, at (202) 551-2758 or me at (202)
551-3655 with any questions.
Sincerely,
   /s/ Sonia Barros
Sonia Barros Special Counsel
 cc: Amy Doberman  ProShares Trust II  Via E-mail