SecProbe.io

March 23 , 2016

Todd B. Johnson
Principal Executive Officer
ProShares Trust II
c/o ProShare Capital Management LLC
7501 Wisconsin Avenue, Suite 1000
Bethesda, MD 20814

Re: ProShares  Trust II
Registration Statement on Form S -3
Filed March 8, 2016
  File No. 333 -210024

Dear Mr. Johnson:

We have limited our review of your registration statement to those issues w e have
addressed in our comment.   Please respond to this letter by amending your registration statement
and providing the requested information .  If you do not believe our com ment applies  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 registration statement and the information you
provide in response to this comment , we may have  additional comments.

General

1. We note that you are registering common units in a primary offering on Form S -3 for ten
funds, including ProShares UltraShort Gold. However, it does not appear that ProShares
UltraShort Gold meet s the transaction  requirements under General Instruction I.B.1 of
Form S -3 because its aggregate market value within 60 days prior to the date of filing the
Form S -3 appears to be less than $75 million.  Thus, please explain to us how you are
eligible to use Form S -3 for P roShares UltraShort Gold or alternatively, please amend
your registration statement on an appropriate form for ProShares UltraShort Gold.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain t hat the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   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.

Todd B. Johnson
ProShares Trust II
March 23, 2016
Page 2

 Notwithstanding our comment , in the event you request accelera tion of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not  foreclose the 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 f or
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 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 reques ts for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities  Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the 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
registration statement.

Please contact Folake Ayoola, Senior Attorney, at (202) 551 -3673 or me at (202) 551 -
3233 with any questions.

Sincerely,

 /s/ Tom Kluck

Tom Kluck
Legal Branch Chief, Office of Real
Estate and Commodities

Cc: Robert J. B orzone Jr.
Vice President and Legal Counsel