SecProbe.io

March 6, 2012
 Via E-mail

Amy Doberman 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 Form S-1 Filed February 22, 2012
  File No. 333-178707

Dear Ms. Doberman:

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 Januar y 18, 2012.  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.
 2. We note your revised disclosure on page 18 that  states that the Funds’ counterparties for
forward contracts are: Deutsche Bank AG,  UBS AG, Goldman Sachs International and
Societe Generale.  Since you have not yet commenced operations for the Funds, please
explain how you have entered into these count erparty arrangements.  If the Trust has
entered into arrangements w ith these counterparties, and the Funds may enter into
forwards pursuant to the Trust’s arrangements, please revise your disclosure to describe
such arrangements by the Trust.

Amy Doberman ProShares Trust II March 6, 2012 Page 2

 3. 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;

 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) 551-3758 or me at (202)
551-3655 with any questions.
Sincerely,
   /s/ Sonia Barros
Sonia Barros Special Counsel
cc: Kenneth C. Fang, Esq.  Via E-mail