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Correspondence

 ProShares Trust II

 c/o ProShare Capital Management LLC

 7501 Wisconsin Avenue, Suite 1000

Bethesda, Maryland 20814

 (240) 497-6400

 July 11, 2013

VIA EDGAR

 Mr. Kevin Woody

 Branch Chief

 Division of
Corporation Finance

 United States Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549

Re:
ProShares Trust II

Form 10-K for the year ended December 31, 2012

 Filed March 1, 2013

 File No. 1-34200

Dear Mr. Woody:

 Please
find below the responses to your comments of June 25, 2013 to ProShares Trust II’s (the “Trust”) Form 10-K for the year ended December 31, 2012. Each of your comments is set forth below, followed by the Trust’s
response.

 Form 10-K for the fiscal year ended December 31, 2012

 Financial Statements

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

1.
Comment: Please tell us how your auditors determined it was not necessary to reference the Schedules of Investments in their audit opinion.

 Response: The Trust’s auditor will revise their opinion accordingly and include a reference to the
Schedule of Investments. The revised opinion will be included in an amendment to the Form 10-K.

2.
Comment: It appears that ProShares Ultra VIX Short-Term Futures should have a (b) and ProShares VIX Short-Term Futures should have an (e) in the audit
opinion. Please have your auditors revise their audit opinion.

 Response: A typographical error was noted in the opinion. The Trust’s auditor
will revise their opinion accordingly, and the revised opinion will be included in an amendment to the Form 10-K.

 Financial Statements of
ProShares Trust II, page F-130

 Combined Statements of Financial Condition, page F-130

3.
Comment: We note that you recorded a receivable from capital shares sold as an asset for certain Funds and for the Trust. Please tell us how you determined it
was appropriate to record this item as an asset, or tell us how you determined it was not necessary to disclose the payment date in the financial statement footnotes, if payment was received prior to issuing the financial statements. Please refer to
paragraph 2 of ASC 505-10-45.

 Response: Each Fund of the Trust issues and redeems shares daily consistent
with an open-end fund, and we believe ASC 946-20-25-7 provides the appropriate guidance for accounting for shareholder transactions. ASC 946-20-25-7 states: “Sales of fund shares are recorded daily by crediting capital stock. The
offsetting debit is made to an asset account, typically captioned as receivable for fund shares sold. These entries are made on or as of the date the order to purchase is received, not on the day the payment is due.” Additionally, in
reference to ASC 505-10-45, all shareholder transactions are effective on the date the order was placed and proceeds are due within three business days of such order. These payments are always received before the financial statements are
published. Given the usual and routine nature of shareholder transactions, noting payment in a subsequent event note is believed to be unnecessary and doesn’t provide any materially-useful additional evidence to the conditions present at
the financial statement date.

 Notes to Financial Statements, page F-134

 Note 5 – Organization and Offering Costs, page F-151

4.
Comment: Please tell us how you complied with SAB Topic 5A, or tell us how you determined it was appropriate to record offering costs of certain Funds as an
expense for certain Funds and for the Trust.

 Response: The Trust operates consistent with investment
company standards and believes the appropriate guidance to be within ASC 946-20-25-6 and ASC 946-20-35-5, which state that offering costs of open-end funds should be amortized to expense over 12 months on a straight-line basis when operations
begin.

 Exhibit 23.1

5.
Comment: Please have your auditors revise their consent to clarify that their consent also relates to the financial statements of the Funds.

 Response: Upon filing the amendment to the Form 10-K, the Trust’s auditor will
revise their consent to reflect references to the Trust and each of their Funds.

*        *        *
  *

 In connection with the submission of our responses, the Trust hereby acknowledges that:

•

 the Trust is responsible for the adequacy and accuracy of the disclosure 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 Trust may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States

 We hope that you will find these responses satisfactory. If you have questions or further
comments, please call the undersigned at (240) 497-6400.

PROSHARES TRUST II

By:

 /s/ Edward Karpowicz

Name:

Edward Karpowicz

Title:

Principal Financial Officer

cc:
Louis Mayberg, Principal Executive Officer

 Amy Doberman, General Counsel, ProFunds Group