SecProbe.io

CORRESP
 1
 filename1.htm

 Acceleration Letter Request

 March 25, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, D.C. 20549

 Re: Registration Statement on Form S-1, as amended, for ProShares Trust II
 File No.: 333-284921
 Acceleration Request:
 Requested Date: March 27, 2025
 Requested Time: 5:00 p.m. Eastern Standard Time

 Ladies and Gentlemen,

 On behalf of ProShares Trust II, we hereby request that the effective date for the above-captioned Registration Statement, as amended, be accelerated pursuant to Rule 461 under the Securities Act of 1933, as amended, so that it will be declared effective under the Securities Act of 1933, as amended, as of 5:00 p.m. on March 27, 2025, or as soon thereafter as reasonably practicable.

 If you have any questions regarding this request, please contact Robert Borzone at (240) 497-6578.

 Thank you for your time and attention to this matter.

 ProShare Capital Management LLC

 By: /s/ Richard Morris
   Richard Morris
   General Counsel

CORRESP
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 filename1.htm

 S-3 VIX Acceleration Letter Request

 March 25, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, D.C. 20549

 Re: Registration Statement on Form S-3, as amended, for ProShares Trust II
 File No.: 333-284923
 Acceleration Request:
 Requested Date: March 27, 2025
 Requested Time: 5:00 p.m. Eastern Standard Time

 Ladies and Gentlemen,

 On behalf of ProShares Trust II, we hereby request that the effective date for the above-captioned Registration Statement, as amended, be accelerated pursuant to Rule 461 under the Securities Act of 1933, as amended, so that it will be declared effective under the Securities Act of 1933, as amended, as of 5:00 p.m. on March 27, 2025, or as soon thereafter as reasonably practicable.

 If you have any questions regarding this request, please contact Robert Borzone at (240) 497-6578.

 Thank you for your time and attention to this matter.

 ProShare Capital Management LLC

 By: /s/ Richard Morris
   Richard Morris
   General Counsel

CORRESP
 1
 filename1.htm

 Acceleration Letter Request

 March 25, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, D.C. 20549

 Re: Registration Statement on Form S-3, as amended, for ProShares Trust II
 File No.: 333-284924
 Acceleration Request:
 Requested Date: March 27, 2025
 Requested Time: 5:00 p.m. Eastern Standard Time

 Ladies and Gentlemen,

 On behalf of ProShares Trust II, we hereby request that the effective date for the above-captioned Registration Statement, as amended, be accelerated pursuant to Rule 461 under the Securities Act of 1933, as amended, so that it will be declared effective under the Securities Act of 1933, as amended, as of 5:00 p.m. on March 27, 2025, or as soon thereafter as reasonably practicable.

 If you have any questions regarding this request, please contact Robert Borzone at (240) 497-6578.

 Thank you for your time and attention to this matter.

 ProShare Capital Management LLC

 By: /s/ Richard Morris
   Richard Morris
   General Counsel

February 21, 2025
Todd Johnson
Principal Executive Officer
ProShares Trust II
7272 Wisconsin Avenue
21st Floor
Bethesda, MD 20814
Re:ProShares Trust II
Registration Statement on Form S-1
Filed February 13, 2025
File No. 333-284921
Dear Todd Johnson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Austin Stanton at 202-551-2197 with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Erin Martin

CORRESP
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CORRESP

 September 27, 2022

United States Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549

Attn:
 Jessica Livingston

Division of Corporation Finance

Re:
 Registration Statement on Form S-3 for ProShares Trust II (File No. 333-262730)

 Dear Ms. Livingston:

On behalf of ProShares Trust II, we hereby request that the effective date for the above-captioned Registration Statement be accelerated so
that it will be declared effective under the Securities Act of 1933, as amended, as of 5:00 p.m. on September 29, 2022, or as soon thereafter as reasonably practicable.

Thank you for your time and attention to this matter.

ProShare Capital Management LLC

 By:

 /s/ Richard F. Morris

 Richard F. Morris

 General Counsel

CORRESP
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CORRESP

 September 27, 2022

United States Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attn: Jessica Livingston

Division of Corporation Finance

 Re:
Registration Statement on Form S-1 for ProShares Trust II (File No. 333-262728)

Dear Ms. Livingston:

 On behalf of
ProShares Trust II, we hereby request that the effective date for the above-captioned Registration Statement be accelerated so that it will be declared effective under the Securities Act of 1933, as amended, as of 5:00 p.m. on September 29,
2022, or as soon thereafter as reasonably practicable.

 Thank you for your time and attention to this matter.

ProShare Capital Management LLC

 By:

 /s/ Richard F. Morris

 Richard F. Morris

 General Counsel

CORRESP
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filename1.htm

CORRESP

 September 26, 2022

VIA EDGAR CORRESPONDENCE

 Division of Corporate
Finance

 Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:

 ProShares Trust II Pool ID #57119

ProShares UltraShort Gold Pool ID #44236

ProShares UltraShort Silver Pool ID #44237

ProShares UltraShort Euro Pool ID #44243

ProShares UltraShort Yen Pool ID #44244

ProShares Ultra Euro Pool ID #44245

ProShares Ultra Yen Pool ID #44246

ProShares VIX Mid-Term Futures ETF Pool ID #51851

ProShares Ultra Bloomberg Natural Gas Pool ID #57032

ProShares UltraShort Bloomberg Natural Gas Pool ID #57033

 We are writing to respond to the comments contained in your letter to us dated September 20, 2022,
relating to Pre-Effective Amendment No. 1 to Post-Effective Amendment No. 1 to the Form S-1 for the above referenced commodity pools (the “Pools”),
which was filed with the Securities and Exchange Commission on September 9, 2022.

 For ease of reference, your comments have been
restated before our response. Capitalized terms not otherwise defined have the same meanings as those in the Post-Effective Amendment.

1.
 Comment: Refer to Comment 1 [from the Staff’s July 8, 2022 letter] and your response and
revised disclosures. Please further revise to highlight, as disclosed in your corresponding risk factor, that natural gas futures and gold and silver futures are in contango and quantify pricing changes such as those disclosed in the risk factor
that first quarter 2022 natural gas prices in the EU rose 50% and prices in the U.S. rose approximately 30%; and the price of the May 2022 natural gas futures increased 21.2%. Also revise to quantify the relative contribution of Russia and Ukraine
in the global markets for natural gas and quantify any volatility in trading volume for natural gas, gold and silver futures and in your shares as of the most recent practicable date or advise. Please also list the related risk factor in your Risk
Factor Summary.

 Response: The Trust has revised the prospectus disclosure in response to the Staff’s
comment. These revisions supersede / replace certain previous disclosure.

 - 1 -

*                *
         *                *                *

 We hope that these responses and the revised disclosure adequately address your comments. If you have any further comments or questions,
please contact me as soon as practicable. Thank you for your time and attention to this.

 Very truly yours,

/s/ Robert Borzone

 ProShare Capital Management LLC

Senior Director, Counsel

 - 2 -

CORRESP
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CORRESP

 September 26, 2022

VIA EDGAR CORRESPONDENCE

 Division of Corporate
Finance

 Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
 ProShares Trust II Pool ID #57119

ProShares UltraShort Bloomberg Crude Oil Pool ID #44235

ProShares Ultra Bloomberg Crude Oil Pool ID #44239

ProShares Ultra Gold Pool ID #44241

ProShares Ultra Silver Pool ID #44242

We are writing to respond to the comments contained in your letter to us dated September 20, 2022, relating to Pre-Effective Amendment No. 1 to Post-Effective Amendment No. 1 to the Form S-3 for the above referenced commodity pools (the “Pools”), which was filed
with the Securities and Exchange Commission on September 9, 2022.

 For ease of reference, your comments have been restated before our
response. Capitalized terms not otherwise defined have the same meanings as those in the Post-Effective Amendment.

1.
 Comment: Refer to Comment 1 [from the Staff’s July 8, 2022 letter] and your response and
revised disclosures. Please further revise to highlight, as disclosed in your corresponding risk factor, that gold and silver futures are in contango and crude oil futures are in backwardation and quantify Russia’s share of the export market
and pricing changes such as those disclosed in the risk factor that Brent crude oil prices increased 55% to a ten-year in the first quarter of 2022 and are expected to remain 42% higher through 2022 compared
to 2021 levels, and the price of the May 2022 crude oil futures increased 10.3%. Please also list the related risk factor in your Risk Factor Summary.

Response:    The Trust has revised the prospectus disclosure in response to your the Staff’s comment. These
revisions supersede / replace certain previous disclosure.

*        *        *
 *        *

 -1-

 We hope that these responses and the revised disclosure adequately address your comments. If
you have any further comments or questions, please contact me as soon as practicable. Thank you for your time and attention to this filing.

 Very truly
yours,

 /s/ Robert Borzone

 Senior Director, Counsel

ProShare Capital Management LLC

 -2-

CORRESP
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CORRESP

 September 8, 2022

VIA EDGAR CORRESPONDENCE

 Division of Corporate
Finance

 Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
 ProShares Trust II Pool ID #57119

ProShares UltraShort Bloomberg Crude Oil Pool ID #44235

ProShares Ultra Bloomberg Crude Oil Pool ID #44239

ProShares Ultra Gold Pool ID #44241

ProShares Ultra Silver Pool ID #44242

We are writing to respond to the comments contained in your letter to us dated July 8, 2022, relating to Post-Effective Amendment
No. 1 to the Form S-3 for the above referenced commodity pools (the “Pools”), which was filed with the Securities and Exchange Commission on June 24, 2022.

For ease of reference, your comments have been restated before our response. Capitalized terms not otherwise defined have the same meanings as
those in the Post-Effective Amendment.

1.
 Comment: Please prominently discuss the impact of current geopolitical events on the market for crude
oil, gold and silver, on the futures markets for crude oil, gold and silver and on your Oil and Precious Metals Funds. Your discussion should address volatility in prices and trading volume for crude oil, gold and silver futures and in your shares.
Please place this discussion in context by quantifying, to the extent information is available, the relative contribution of Russia and Ukraine in the global markets for crude oil, silver and gold, prices of crude oil, silver and gold, the price of
your shares, the price of any futures contracts for crude oil, gold or silver, the extent to which these futures markets are experiencing backwardation, and the increased trading volume of crude oil, gold and silver futures and your shares as of the
most recent practicable date. Similarly, please revise your risk factor section, Risks Specific to the Oil and Precious Metals Markets and Funds beginning on page 20, to describe specific risks of current geopolitical events for the crude oil, gold
and silver markets and for your Oil and Precious Metals Funds and their investments. Also revise to describe the risks relating to the impact of current events on underlying assumptions and expectations and the potential for resulting volatility and
losses.

 Response: The Trust has revised the disclosure in response to your comment.

 - 1 -

*        *        *
 *        *

 We hope that these responses and the revised disclosure adequately address your
comments. If you have any further comments or questions, please contact me as soon as practicable. Thank you for your time and attention to this filing.

Very truly yours,

 /s/ Robert Borzone

Senior Director, Counsel

 ProShare Capital Management LLC

 - 2 -

CORRESP
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CORRESP

 September 8, 2022

VIA EDGAR CORRESPONDENCE

 Division of Corporate
Finance

 Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
 ProShares Trust II Pool ID #57119

ProShares UltraShort Gold Pool ID #44236

ProShares UltraShort Silver Pool ID #44237

ProShares UltraShort Euro Pool ID #44243

ProShares UltraShort Yen Pool ID #44244

ProShares Ultra Euro Pool ID #44245

ProShares Ultra Yen Pool ID #44246

ProShares VIX Mid-Term Futures ETF Pool ID #51851

ProShares Ultra Bloomberg Natural Gas Pool ID #57032

ProShares UltraShort Bloomberg Natural Gas Pool ID #57033

We are writing to respond to the comments contained in your letter to us dated July 8, 2022, relating to Post-Effective Amendment
No. 1 to the Form S-1 for the above referenced commodity pools (the “Pools”), which was filed with the Securities and Exchange Commission on June 24, 2022.

For ease of reference, your comments have been restated before our response. Capitalized terms not otherwise defined have the same meanings as
those in the Post-Effective Amendment.

1.
 Comment: Please prominently discuss the impact of current geopolitical events on the markets for natural
gas, gold and silver, on the futures markets for natural gas, gold and silver and on your related funds. Your discussion should address volatility in prices and trading volume for natural gas, gold and silver futures and in your shares. Please place
this discussion in context by quantifying, to the extent information is available, the relative contribution of Russia and Ukraine in the global markets for natural gas, silver and gold, prices of natural gas, silver and gold, the price of your
shares, the price of any futures contracts for natural gas, gold or silver, the extent to which these futures markets are experiencing backwardation, and the increased trading volume of natural gas, gold and silver futures and your shares as of the
most recent practicable date. Similarly, please revise your risk factor on page 26 to describe specific risks of current geopolitical events for the natural gas, gold and silver markets and for your related funds and their investments. Also revise
to describe the risks relating to the impact of current events on underlying assumptions and expectations and the potential for resulting volatility and losses.

 - 1 -

 Response:         The Trust has revised the disclosure in
response to your comment.

*                *
         *                *                *

 We hope that these responses and the revised disclosure adequately address your comments. If you have any further comments or questions,
please contact me as soon as practicable. Thank you for your time and attention to this.

 Very truly yours,

/s/ Robert Borzone

ProShare Capital Management LLC

Senior Director, Counsel

 - 2 -

United States securities and exchange commission logo
September 20, 2022
Michael L. Sapir
Chief Executive Officer and Principal of the Sponsor
ProShares Trust II
c/o ProShare Capital Management LLC
7272 Wisconsin Avenue 21st Floor
Bethesda, Maryland 20814
Re:ProShares Trust II
Pre-Effective Amendment No. 1 to
Post-Effective Amendment No. 1 to Form S-1
Filed September 9, 2022
File No. 333-262728
Dear Mr. Sapir:
            We have reviewed your post-effective amendment and have the following comment.
Please respond to this letter by amending your registration statement and providing the requested
information.  If you do not believe our comment 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.
Amendment to Post-Effective Amendment filed September 9, 2022
Part One
Offered Series Disclosure
Summary, page 4
1.Refer to comment 1 and your response and revised disclosures. Please further revise
to highlight, as disclosed in your corresponding risk factor, that natural gas futures
and gold and silver futures are in contango and quantify pricing changes such as those
disclosed in the risk factor that first quarter 2022 natural gas prices in the EU rose 50%
and prices in the U.S. rose approximately 30%; and the price of the May 2022 natural gas
futures increased 21.2%. Also revise to quantify the relative contribution of Russia and
Ukraine in the global markets for natural gas and quantify any volatility in trading volume
for natural gas, gold and silver futures and in your shares as of the most recent practicable
date or advise. Please also list the related risk factor in your Risk Factor Summary.

 FirstName LastNameMichael L. Sapir
 Comapany NameProShares Trust II
 September 20, 2022 Page 2
 FirstName LastName
Michael L. Sapir
ProShares Trust II
September 20, 2022
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Jessica Livingston at 202-551-3448 or Sandra Hunter Berkheimer at 202-
551-3758 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Robert Borzone

United States securities and exchange commission logo
July 8, 2022
Michael L. Sapir
Chief Executive Officer and Principal of the Sponsor
ProShares Trust II
c/o ProShare Capital Management LLC
7272 Wisconsin Avenue 21st Floor
Bethesda, Maryland 20814
Re:ProShares Trust II
Post-Effective Amendment No. 1 to Form S-3
Filed June 24, 2022
File No. 333-262730
Dear Mr. Sapir:
            We have reviewed your post-effective amendment 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 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 registration statement and the information you
provide in response to these comments, we may have additional comments.
Post-Effective Amendment No. 1 to Form S-3 filed June 24, 2022
Part One
Offered Series Disclosure
Summary, page 4
1.Please prominently discuss the impact of current geopolitical events on the market for
crude oil, gold and silver, on the futures markets for crude oil, gold and silver and on your
Oil and Precious Metals Funds. Your discussion should address volatility in prices and
trading volume for crude oil, gold and silver futures and in your shares.  Please place this
discussion in context by quantifying, to the extent information is available, the relative
contribution of Russia and Ukraine in the global markets for crude oil, silver and
gold, prices of crude oil, silver and gold, the price of your shares, the price of any futures

 FirstName LastNameMichael L. Sapir
 Comapany NameProShares Trust II
 July 8, 2022 Page 2
 FirstName LastName
Michael L. Sapir
ProShares Trust II
July 8, 2022
Page 2
contracts for crude oil, gold or silver, the extent to which these futures markets
are experiencing backwardation, and the increased trading volume of crude oil, gold and
silver futures and your shares as of the most recent practicable date.  Similarly, please
revise your risk factor section, Risks Specific to the Oil and Precious Metals Markets and
Funds beginning on page 20, to describe specific risks of current geopolitical events
for the crude oil, gold and silver markets and for your Oil and Precious Metals Funds and
their investments. Also revise to describe the risks relating to the impact of current events
on underlying assumptions and expectations and the potential for resulting volatility and
losses.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Jessica Livingston at 202-551-3448 or Sandra Hunter Berkheimer at 202-
551-3758 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Robert Borzone

CORRESP
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Reallocation S-3 Commodities Acceleration Request Letter - Conformed

        February 17, 2022

        United States Securities and Exchange Commission

        100 F Street, N.E.

        Washington, D.C. 20549

        Attn: Jessica Livingston

        Division of Corporation Finance

        Re: Registration Statement on Form S-3 for ProShares Trust II (File No. 333-262730)

        Dear Ms. Livingston:

        On behalf of ProShares Trust II, we hereby request that the effective date for the above-captioned Registration Statement be accelerated so that it will be declared effective under the Securities Act of 1933, as amended, as of 5:00 p.m. on February 22, 2022, or as soon thereafter as reasonably practicable.

        Thank you for your time and attention to this matter.

        ProShare Capital Management LLC

        By: /s/ Richard F. Morris

        Richard F. Morris

        General Counsel

United States securities and exchange commission logo
February 17, 2022
Michael L. Sapir
Chief Executive Officer and Principal of the Sponsor
ProShares Trust II
c/o ProShare Capital Management LLC
7272 Wisconsin Avenue 21st Floor
Bethesda, Maryland 20814
Re:ProShares Trust II
Registration Statement on Form S-3
Filed February 15, 2022
File No. 333-262730
Dear Mr. Sapir:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jessica Livingston at 202-551-3448 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Robert Borzone

CORRESP
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Reallocation S-1 Acceleration Request Letter - Conformed

        February 17, 2022

        United States Securities and Exchange Commission

        100 F Street, N.E.

        Washington, D.C. 20549

        Attn: Jessica Livingston

        Division of Corporation Finance

        Re: Registration Statement on Form S-1 for ProShares Trust II (File No. 333-262728)

        Dear Ms. Livingston:

        On behalf of ProShares Trust II, we hereby request that the effective date for the above-captioned Registration Statement be accelerated so that it will be declared effective under the Securities Act of 1933, as amended, as of 5:00 p.m. on February 22, 2022, or as soon thereafter as reasonably practicable.

        Thank you for your time and attention to this matter.

        ProShare Capital Management LLC

        By: /s/ Richard F. Morris

        Richard F. Morris

        General Counsel

CORRESP
1
filename1.htm

Reallocation S-3 VIX Acceleration Request Letter - Conformed

        February 17, 2022

        United States Securities and Exchange Commission

        100 F Street, N.E.

        Washington, D.C. 20549

        Attn: Jessica Livingston

        Division of Corporation Finance

        Re: Registration Statement on Form S-3 for ProShares Trust II (File No. 333-262729)

        Dear Ms. Livingston:

        On behalf of ProShares Trust II, we hereby request that the effective date for the above-captioned Registration Statement be accelerated so that it will be declared effective under the Securities Act of 1933, as amended, as of 5:00 p.m. on February 22, 2022, or as soon thereafter as reasonably practicable.

        Thank you for your time and attention to this matter.

        ProShare Capital Management LLC

        By: /s/ Richard F. Morris

        Richard F. Morris

        General Counsel

CORRESP
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Reallocation S-1 Acceleration Request Letter - Conformed

        February 15, 2022

        United States Securities and Exchange Commission

        100 F Street, N.E.

        Washington, D.C. 20549

        Attn: Tonya Aldave, Attorney-Advisor

        Division of Corporation Finance

        Re: Registration Statement on Form S-1 for ProShares Trust II (File No. 333-261689)

        Dear Ms. Aldave:

        On behalf of ProShares Trust II, we hereby request that the effective date for the above-captioned Registration Statement be accelerated so that it will be declared effective under the Securities Act of 1933, as amended, as of 5:00 p.m. on February 16, 2022, or as soon thereafter as reasonably practicable.

        Thank you for your time and attention to this matter.

        ProShare Capital Management LLC

        By: /s/ Richard F. Morris

        Richard F. Morris

        General Counsel

CORRESP
1
filename1.htm

Reallocation S-3 Commodities Acceleration Request Letter - Conformed

        February 15, 2022

        United States Securities and Exchange Commission

        100 F Street, N.E.

        Washington, D.C. 20549

        Attn: Tonya Aldave, Attorney-Advisor

        Division of Corporation Finance

        Re: Registration Statement on Form S-3 for ProShares Trust II (File No. 333-259558)

        Dear Ms. Aldave:

        On behalf of ProShares Trust II, we hereby request that the effective date for the above-captioned Registration Statement be accelerated so that it will be declared effective under the Securities Act of 1933, as amended, as of 5:00 p.m. on February 16, 2022, or as soon thereafter as reasonably practicable.

        Thank you for your time and attention to this matter.

        ProShare Capital Management LLC

        By: /s/ Richard F. Morris

        Richard F. Morris

        General Counsel

CORRESP
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filename1.htm

Reallocation S-3 VIX Acceleration Request Letter - Conformed

        February 15, 2022

        United States Securities and Exchange Commission

        100 F Street, N.E.

        Washington, D.C. 20549

        Attn: Tonya Aldave, Attorney-Advisor

        Division of Corporation Finance

        Re: Registration Statement on Form S-3 for ProShares Trust II (File No. 333-259576)

        Dear Ms. Aldave:

        On behalf of ProShares Trust II, we hereby request that the effective date for the above-captioned Registration Statement be accelerated so that it will be declared effective under the Securities Act of 1933, as amended, as of 5:00 p.m. on February 16, 2022, or as soon thereafter as reasonably practicable.

        Thank you for your time and attention to this matter.

        ProShare Capital Management LLC

        By: /s/ Richard F. Morris

        Richard F. Morris

        General Counsel

United States securities and exchange commission logo
December 21, 2021
Todd B. Johnson
Principal Executive Officer
ProShares Trust II
7272 Wisconsin Avenue, 21st Floor
Bethesda, MD 20814
Re:ProShares Trust II
Registration Statement on Form S-1
Filed December 16, 2021
File No. 333-261689
Dear Mr. Johnson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tonya K. Aldave at (202) 551-3601 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Robert Borzone, Esq.

CORRESP
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PST II S-1 Acceleration Request Letter

December 1, 2021

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: David Lin, Staff Attorney

Division of Corporation Finance

Re: Registration Statement on Form S-1 for ProShares Trust II (File No. 333-261092)

Dear Mr. Lin:

On behalf of ProShares Trust II, we hereby request that the effective date for the above-captioned Registration Statement be accelerated so that it will be declared effective under the Securities Act of 1933, as amended, as of 5:00 p.m. on December 3, 2021, or as soon thereafter as reasonably practicable.

Thank you for your time and attention to this matter.

ProShare Capital Management LLC

By: /s/ Richard F. Morris

Richard F. Morris

General Counsel

United States securities and exchange commission logo
November 19, 2021
Todd B. Johnson
Principal Executive Officer
ProShares Trust II
7272 Wisconsin Avenue
21st Floor
Bethesda, MD 20814
Re:ProShares Trust II
Registration Statement on Form S-1
Filed November 16, 2021
File No. 333-261092
Dear Mr. Johnson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact David Lin, Staff Attorney, at (202) 551-3552 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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CORRESP

 September 30, 2021

United States Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549

Attn:
 Tetyana Aldave, Attorney-Advisor

 Division of Corporation Finance

Re:
 Registration Statement on Form S-1 for ProShares Trust II (File No. 333-259557)

 Dear Ms. Aldave:

On behalf of ProShares Trust II, we hereby request that the effective date for the above-captioned Registration Statement be accelerated so that it will be
declared effective under the Securities Act of 1933, as amended, as of 5:00 p.m. on October 1, 2021, or as soon thereafter as reasonably practicable.

If the Staff has any further comments or questions regarding this filing, please contact me at (240) 497-6400. Thank
you for your time and attention to this matter.

ProShare Capital Management LLC

By:

/s/ Richard F. Morris

Richard F. Morris

General Counsel

United States securities and exchange commission logo
September 21, 2021
Todd B. Johnson
Chief Executive Officer
ProShares Trust II
7501 Wisconsin Avenue
Suite 1000E
Bethesda, MD 20814
Re:ProShares Trust II
Registration Statement on Form S-1
Filed September 15, 2021
File No. 333-259557
Dear Mr. Johnson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tonya K. Aldave at (202) 551-3601 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Robert Borzone, Esq.

CORRESP
1
filename1.htm

        March 25, 2021

        United States Securities and Exchange Commission

        100 F Street, N.E.

        Washington, D.C. 20549

                    Attn:

                     Tetyana Aldave, Attorney-Advisor

        Division of Corporation Finance

                    Re:

                    Registration Statement on Form S-3 for ProShares Trust II (File No. 333-253163)

        Dear Ms. Aldave:

        On behalf of ProShares Trust II, we hereby request that the effective date for the above-captioned Registration Statement be accelerated so that it will be declared effective under the Securities Act of 1933, as amended, as of 5:00 p.m. on March 29, 2021, or as soon thereafter as reasonably practicable.

        If the Staff has any further comments or questions regarding this filing, please contact me at (240) 497-6400. Thank you for your time and attention to this matter.

        ProShare Capital Management LLC

        By: /s/ Richard F. Morris

        Richard F. Morris

        General Counsel

CORRESP
1
filename1.htm

        March 25, 2021

        United States Securities and Exchange Commission

        100 F Street, N.E.

        Washington, D.C. 20549

                    Attn:

                     Tetyana Aldave, Attorney-Advisor

        Division of Corporation Finance

                    Re:

                    Registration Statement on Form S-3 for ProShares Trust II (File No. 333-253088)

        Dear Ms. Aldave:

        On behalf of ProShares Trust II, we hereby request that the effective date for the above-captioned Registration Statement be accelerated so that it will be declared effective under the Securities Act of 1933, as amended, as of 5:00 p.m. on March 29, 2021, or as soon thereafter as reasonably practicable.

        If the Staff has any further comments or questions regarding this filing, please contact me at (240) 497-6400. Thank you for your time and attention to this matter.

        ProShare Capital Management LLC

        By: /s/ Richard F. Morris

        Richard F. Morris

        General Counsel

CORRESP
1
filename1.htm

March 25, 2021

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn:

 Tetyana Aldave, Attorney-Advisor

Division of Corporation Finance

Re:

Registration Statement on Form S-1 for ProShares Trust II (File No. 333-253162)

Dear Ms. Aldave:

On behalf of ProShares Trust II, we hereby request that the effective date for the above-captioned Registration Statement be accelerated so that it will be declared effective under the Securities Act of 1933, as amended, as of 5:00 p.m. on March 29, 2021, or as soon thereafter as reasonably practicable.

If the Staff has any further comments or questions regarding this filing, please contact me at (240) 497-6400. Thank you for your time and attention to this matter.

ProShare Capital Management LLC

By: /s/ Richard F. Morris

Richard F. Morris

General Counsel

United States securities and exchange commission logo
February 26, 2021
Todd B. Johnson
Principal Executive Officer
ProShares Trust II
7501 Wisconsin Avenue, Ste. 1000E
Bethesda, MD 20814
Re:ProShares Trust II
Amendment No. 1 to Registration Statement on Form S-3
Filed February 23, 2021
File No. 333-253088
Dear Mr. Johnson:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 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 registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-3
Principal Investment Strategies, page 40
1.We note that you have added disclosure on page 45 stating that each Fund may invest in
exchange traded funds and notes, or ETPs, that seek to track the performance of the
Index.  Please address the following:
•Disclose whether or not your current listing standard permits investments in ETPs.  If
not, disclose the risks associated with making investments that fall outside of your
listing standard.
•Revise your Principal Investment Strategies disclosure on pages 40-41 to describe the
circumstances in which a Fund would invest in ETPs.
•Disclose whether there are any limits on your exposure to ETPs.  If not, address
whether adding ETP exposure creates the risk of becoming an investment company.

 FirstName LastNameTodd B. Johnson
 Comapany NameProShares Trust II
 February 26, 2021 Page 2
 FirstName LastName
Todd B. Johnson
ProShares Trust II
February 26, 2021
Page 2
•Revise the table on page 41 to disclose the anticipated exposure to ETPs in the
ordinary course.
•Include risk factor disclosure addressing the material risks associated with investing
in ETPs.
•Reconcile your reference on page 45 to "exchange traded funds and notes" with your
disclosure on page 6 that only refers to exchange traded notes.

Please also revise your disclosure on pages 40-41 to clarify, if true, that your Ultra Fund
has experienced a significant increase in asset size recently and if it were to continue to
increase such that it ran into position limits imposed by an exchange or an FCM, how the
Fund would adjust its portfolio.  Please also quantify the current exchange position limits
on the Ultra Fund as compared to the number of futures contracts currently in the
portfolio.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Tonya K. Aldave at (202) 551-3601 or Justin Dobbie, Legal Branch Chief,
at (202) 551-3469 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Michael M. Philipp, Esq.

CORRESP
1
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CORRESP

 February 25, 2021

VIA EDGAR CORRESPONDENCE

 Tetyana Aldave

Attorney Advisor

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, DC 20549

Re:
 ProShares Trust II

Pre-Effective Amendment No. 1 to the Registration Statement on Form S-3

 Filed February 23, 2021

File No. 333-253088

Dear Ms. Aldave:

 We are writing on behalf
of ProShares Trust II (the “Trust”) to respond to the Staff’s inquiries communicated to us during our telephone conversations on February 19 and 24, 2021, in connection with the Staff’s review of the above-referenced
Registration Statement.

 The Staff’s inquiries, as well as the Trust’s responses, are set forth below.

1.
 Comment: As a result of the significant and rapid increase in creation activity experienced by
ProShares Ultra VIX Short-Term Futures ETF (“UVXY”) in February 2021, did UVXY hit any applicable position limits and/or accountability levels relating to the VIX futures contracts in which it invests, or have any FCMs imposed any
additional margin requirements or position limits on UVXY’s trading of VIX futures contracts?

 Response:
UVXY did not hit any applicable position limits and/or accountability levels relating to the VIX futures contracts in which it invests as a result of the increase in creation activity in February 2021. No FCMs have imposed any additional margin
requirements or position limits on UVXY’s trading of VIX futures contracts as a result of the increase in creation activity in February 2021.

2.
 Comment: As a result of the significant and rapid increase in creation activity experienced by
UVXY in February 2021, did UVXY experience any difficulty rebalancing its portfolio in a manner consistent with its investment objective?

 1

 Response: UVXY has not experienced any difficulty rebalancing its portfolio in a
manner consistent with its investment objective as result of the increase in creation activity in February 2021.

3.
 Comment: Consider whether or not the prospectus disclosure regarding the potential negative impact
from rolling futures positions is appropriate.

 Response: We reviewed the referenced disclosure and believe
that it is appropriate.

4.
 Comment: As a result of the significant and rapid increase in creation activity experienced by UVXY
in February 2021, did the Sponsor observe any adverse effect on the ability or willingness of Authorized Participants to take advantage of “arbitrage opportunities” in the market for UVXY’s Shares?

Response: The Sponsor did not observe any adverse effect on the ability or willingness of Authorized Participants to take advantage of
“arbitrage opportunities” in the market for UVXY’s Shares as result of the increase in creation activity in February 2021.

5.
 Comment: As a result of the significant and rapid increase in creation activity experienced by UVXY
in February 2021, did UVXY experience any operational difficulties that adversely affected investors, or observe UVXY Shares trading at an unusual premium or discount to Net Asset Value (“NAV”) during such period?

 Response: UVXY has not experienced any operational difficulties that adversely affected investors and the Sponsor
has not observe UVXY Shares trading at unusual premiums or discounts to NAV as result of the increase in creation activity in February 2021.

*                *
         *                *                *

 We believe that the above responses adequately address the Staff’s inquiries. If you or any other Staff member should have any
further inquiries regarding this filing, please contact me at (240) 497-6400. Thank you for your time and attention to this filing.

Very truly yours,

 /s/ Robert J. Borzone, Jr.

ProShare Capital Management LLC

 Senior Director, Counsel

 2

United States securities and exchange commission logo
February 23, 2021
Michael L. Sapir
Chief Executive Officer
ProShares Trust II
7501 Wisconsin Avenue
Suite 1000E
Bethesda, MD 20814
Re:ProShares Trust II
Registration Statement on Form S-1
Filed February 16, 2021
File No. 333-253162
Dear Mr. Sapir:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eric Envall at (202) 551-3234 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

CORRESP

 ProShare Capital Management LLC

7501 Wisconsin Avenue

 Suite 1000E

Bethesda, MD 20814-6527

 Phone: 240.497.6400

Fax: 240.497.6530

 www.ProShares.com

September 4, 2020

 United States Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:

Mr. John D. Brown, Attorney Advisor

Division of Corporation Finance

Office of Finance

 Re: Registration Statement on Form S-3 for ProShares Trust II (File No. 333-244420)

 Dear Mr. Brown:

On behalf of ProShares Trust II, we hereby request that the effective date for the above-captioned Registration Statement be accelerated so
that it will be declared effective under the Securities Act of 1933, as amended, as of 5:00 p.m. on September 9, 2020, or as soon thereafter as reasonably practicable.

If the Staff has any further comments or questions regarding this filing, please contact me at
(240) 497-6400. Thank you for your time and attention to this matter.

Very truly yours,

ProShare Capital Management LLC

By:

/s/ Richard F. Morris

Richard F. Morris

General Counsel

CORRESP
1
filename1.htm

CORRESP

 ProShare Capital Management LLC

7501 Wisconsin Avenue

 Suite 1000E

Bethesda, MD 20814-6527

 Phone: 240.497.6400

Fax: 240.497.6530

 www.ProShares.com

September 4, 2020

 United States Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
 Mr. John D. Brown, Attorney Advisor

 Division of Corporation Finance

 Office of Finance

Re:
 Registration Statement on Form S-3 for ProShares Trust II (File No. 333-238175)

 Dear Mr. Brown:

On behalf of ProShares Trust II, we hereby request that the effective date for the above-captioned Registration Statement be accelerated so
that it will be declared effective under the Securities Act of 1933, as amended, as of 5:00 p.m. on September 9, 2020, or as soon thereafter as reasonably practicable.

If the Staff has any further comments or questions regarding this filing, please contact me at
(240) 497-6400. Thank you for your time and attention to this matter.

 Very truly yours,

ProShare Capital Management LLC

By:

/s/ Richard F. Morris

Richard F. Morris

General Counsel

CORRESP
1
filename1.htm

CORRESP

 ProShare Capital Management LLC

7501 Wisconsin Avenue

 Suite 1000E

Bethesda, MD 20814-6527

 Phone: 240.497.6400

Fax: 240.497.6530

 www.ProShares.com

September 4, 2020

 United States Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
 Mr. John D. Brown, Attorney Advisor

Division of Corporation

 Finance
Office of Finance

Re:
 Registration Statement on Form S-3 for ProShares Trust II
(File No. 333- 237993)

 Dear Mr. Brown:

On behalf of ProShares Trust II, we hereby request that the effective date for the above-captioned Registration Statement be accelerated so
that it will be declared effective under the Securities Act of 1933, as amended, as of 5:00 p.m. on September 9, 2020, or as soon thereafter as reasonably practicable.

If the Staff has any further comments or questions regarding this filing, please contact me at
(240) 497-6400. Thank you for your time and attention to this matter.

 Very truly yours,

ProShare Capital Management LLC

By:

/s/ Richard F. Morris

Richard F. Morris

General Counsel

United States securities and exchange commission logo
August 19, 2020
Todd B. Johnson
Principal Executive Officer
ProShares Trust II
7501 Wisconsin Avenue
Suite 1000E
Bethesda, MD 20814
Re:ProShares Trust II
Registration Statement on Form S-1
Filed August 12, 2020
File No. 333-244420
Dear Mr. Johnson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact John Dana Brown at 202-551-3859 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

United States securities and exchange commission logo
July 28, 2020
Todd B. Johnson
Principal Executive Officer
ProShares Trust II
7501 Wisconsin Avenue
Suite 1000E
Bethesda, MD 20814
Re:ProShares Trust II
Amendment No. 2 to Registration Statement on Form S-3
Filed July 15, 2020
File No. 333-237993
Dear Mr. Johnson:
            We have reviewed your amended registration statement 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 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 registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 30, 2020 letter.
Amendment No. 2 to Registration Statement on Form S-3
General
1.We note your response to our prior comment 2.  Please revise the prospectus throughout
to further explain the current methodology for the oil funds and the intended long-term
change to the benchmark.  In that regard:
•Revise the "Overview" section that begins on page 2 to clearly and plainly state that
the oil funds do not currently track the Oil Subindex.  In that regard, the statement on
page 3 that "the performance of each Oil Fund may not correspond to two times (2x),
or two times the inverse (-2x), as applicable, of the daily performance of its
benchmark" suggests that the failure to track is more of a risk than an actuality;

 FirstName LastNameTodd B.  Johnson
 Comapany NameProShares Trust II
 July 28, 2020 Page 2
 FirstName LastName
Todd B.  Johnson
ProShares Trust II
July 28, 2020
Page 2
•Please quantify how fund performance after the early July repositioning has differed
from what performance would have been if the funds were still tracking the Oil
Subindex;
•Revise the disclosure on page 34 that "[a]s of the date of this Prospectus and
Disclosure Document, the Oil Funds seek investment results, before fees and
expenses, that correspond to two times (2x) or two times the inverse (-2x) of the daily
performance of the Oil Subindex" to reflect that since April 2020 your methodology
has diverged from the Oil Subindex;
•Revise the discussion "Bloomberg Commodity Balanced WTI Crude Oil Index" on
page 35 to disclose the inception date of the new index and provide a 12-month
contract calendar, highlighting the semi-annual weighting reset;
•Add a discussion of how and over what time period you expect to roll into contracts
that comprise the new index; and
•Revise the cross reference in the last sentence on page 41 to refer to pages 12 and 20,
if that is what was intended.
            Please contact John Dana Brown at 202-551-3859 or Justin Dobbie at 202-551-3469 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

United States securities and exchange commission logo
June 30, 2020
Todd B. Johnson
Principal Executive Officer
ProShares Trust II
7501 Wisconsin Avenue
Suite 1000E
Bethesda, MD 20814
Re:ProShares Trust II
Amendment No. 1 to Registration Statement on Form S-3
Filed June 12, 2020
File No. 333-237993
Dear Mr. Johnson:
            We have reviewed your amended registration statement 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 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 registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 19, 2020 letter.
Amendment No. 1 to Registration Statement on Form S-3
Risk Factors, page 5
1.We note your response to our prior comment 2.  Please revise the second risk factor on
page 20 to discuss how the funds' early move to the September 2020 contract, which was
near the time of the Oil Subindex's early roll to the September contract, impacted
performance, relative to what performance would have been if the benchmark had not
changed.

 FirstName LastNameTodd B.  Johnson
 Comapany NameProShares Trust II
 June 30, 2020 Page 2
 FirstName LastName
Todd B.  Johnson
ProShares Trust II
June 30, 2020
Page 2
General
2.We note the disclosure in the Form 8-K filed on June 25 regarding a change to investment
strategies for the Oil Funds through additional portfolio adjustments as well as an intended
change to a new benchmark.  Please revise the prospectus throughout to describe the
short-term portfolio adjustments as well as the intended long-term change to the
benchmark, including, for example, a complete description of the new benchmark along
with updated investment objectives and strategies and risk factors disclosure.
            Please contact John Dana Brown at 202-551-3859 or Justin Dobbie at 202-551-3469 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

United States securities and exchange commission logo
May 19, 2020
Todd B. Johnson
Principal Executive Officer
ProShares Trust II
7501 Wisconsin Avenue
Suite 1000E
Bethesda, MD 20814
Re:ProShares Trust II
Registration Statement on Form S-3
Filed May 4, 2020
File No. 333-237993
Dear Mr. Johnson:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 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 registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3
Cover Page
1.Please tell us why the proposed maximum aggregate offering prices for UCO and SCO on
the outside cover page of the prospectus differ from the proposed maximum aggregate
offering prices on the registration statement cover page.
Risk Factors, page 5
2.Please update your risk factors to account for the recent changes to the Oil Funds'
benchmark and investment strategy.  For example, please revise:
•the Correlation and Performance Risks disclosure on page 11 to discuss how the
recent benchmark changes and accountability limits have impacted the ability of the

 FirstName LastNameTodd B.  Johnson
 Comapany NameProShares Trust II
 May 19, 2020 Page 2
 FirstName LastNameTodd B.  Johnson
ProShares Trust II
May 19, 2020
Page 2
Oil Funds to meet their investment objective;
•the second risk factor on page 13 to acknowledge, and quantify if possible, the
deviation between the performance of the Oil Funds and their benchmark as a result
of the recent modifications to the investment strategy;
•the last risk factor on page 15 to address specifically the recent changes in the
investment strategy;
•the last risk factor on page 18 to account for the recent change to the benchmark for
the Oil Funds; and
•the risk factor on page 25 to disclose the move into the December 2020 futures
contract as a result of the CME position limits.
Description of the Oil Funds' Benchmark, page 32
3.Please describe more comprehensively the methodology of the Oil Subindex.  Include a
chart or table to describe the contract calendar and the positions held each month, both
under normal circumstances and reflecting the early May roll in the Oil Subindex.
Additionally describe how the underlying subindex treats Market Disruption Events and
Bloomberg Finance L.P.'s policies and procedures for changing index methodology.

Investment Objectives and Principal Investment Strategies, page 37
4.We note disclosure in your Forms 8-K filed on April 27, 2020 and May 4, 2020 regarding
the Oil Funds' acceleration of the June roll, the NYMEX exchange-designated position
accountability level, the resulting move into the December 2020 futures contract and
divergence from the Oil Subindex, and related risks.  In this regard please revise this
section to:
•disclose the NYMEX accountability level and whether it will cause a permanent
change in the related funds' methodology in future months; and
•describe whether and how you anticipate returning to tracking the Oil Subindex by
holding only the benchmark contract, including, if possible, a contract calendar based
on your anticipated methodology.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameTodd B.  Johnson
 Comapany NameProShares Trust II
 May 19, 2020 Page 3
 FirstName LastName
Todd B.  Johnson
ProShares Trust II
May 19, 2020
Page 3

            Please contact John Dana Brown, Attorney Advisor, at 202-551-3859 or Justin Dobbie,
Legal Branch Chief, at 202-551-3469 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

United States securities and exchange commission logo
May 14, 2020
Todd B. Johnson
Principal Executive Officer
ProShares Trust II
7501 Wisconsin Avenue
Suite 1000E
Bethesda, MD 20814
Re:ProShares Trust II
Registration Statement on Form S-3
Filed May 11, 2020
File No. 333-238175
Dear Mr. Johnson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact John Dana Brown at 202-551-3859 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

corresp

 March 30, 2020

 United
States Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
 Ms. Tonya Aldave

Division of Corporation Finance

Office of Finance

Re:
 Registration Statement on Form S-1 for ProShares Trust II (File No. 333-236924)

 Dear Ms. Aldave:

On behalf of ProShares Trust II, we hereby request that the effective date for the above-captioned Registration Statement be accelerated so
that it will be declared effective under the Securities Act of 1933, as amended, as of 3:00 p.m. on March 30, 2020, or as soon thereafter as reasonably practicable.

If the Staff has any further comments or questions regarding this filing, please contact me at (240)
497-6400. Thank you for your time and attention to this matter.

Very truly yours,

ProShare Capital Management LLC

By: /s/ Richard F. Morris

Richard F. Morris

General Counsel

 - 1 -

CORRESP
1
filename1.htm

CORRESP

 ProShare Capital Management LLC

7501 Wisconsin Avenue

 Suite 1000, East Tower

Bethesda, MD 20814-6527

 Phone: 240.497.6400

Fax: 240.497.6530

 www.ProShares.com

March 30, 2020

 United States Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
 Ms. Tonya Aldave

Division of Corporation Finance

Office of Finance

Re:
 Registration Statement on Form S-3 for ProShares Trust II (File No. 333-236926)

 Dear Ms. Aldave:

On behalf of ProShares Trust II, we hereby request that the effective date for the above-captioned Registration Statement be accelerated so
that it will be declared effective under the Securities Act of 1933, as amended, as of 3:00 p.m. on March 30, 2020, or as soon thereafter as reasonably practicable.

If the Staff has any further comments or questions regarding this filing, please contact me at (240)
497-6400. Thank you for your time and attention to this matter.

 Very truly yours,

ProShare Capital Management LLC

 By: /s/ Richard F. Morris

Richard F. Morris

 General Counsel

 - 1 -

CORRESP
1
filename1.htm

CORRESP

 ProShare Capital Management LLC

7501 Wisconsin Avenue

 Suite 1000, East Tower

Bethesda, MD 20814-6527

 Phone: 240.497.6400

Fax: 240.497.6530

 www.ProShares.com

March 27, 2020

 United States Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
 Ms. Tonya Aldave

Division of Corporation Finance

Office of Finance

Re:
 Registration Statement on Form S-3 for ProShares Trust II (File No. 333-236926)

 Dear Ms. Aldave:

On behalf of ProShares Trust II, we hereby request that the effective date for the above-captioned Registration Statement be accelerated so
that it will be declared effective under the Securities Act of 1933, as amended, as of 5:00 p.m. on March 31, 2020, or as soon thereafter as reasonably practicable.

If the Staff has any further comments or questions regarding this filing, please contact me at (240)
497-6400. Thank you for your time and attention to this matter.

 Very truly yours,

ProShare Capital Management LLC

 By: /s/ Richard F. Morris

Richard F. Morris

 General Counsel

 - 1 -

CORRESP
1
filename1.htm

ACCELERATION REQUEST (S-1 # 333-236924)

 March 27, 2020

 United
States Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
 Ms. Tonya Aldave

Division of Corporation Finance

Office of Finance

Re:
 Registration Statement on Form S-1 for ProShares Trust II (File No. 333-236924)

 Dear Ms. Aldave:

On behalf of ProShares Trust II, we hereby request that the effective date for the above-captioned Registration Statement be accelerated so
that it will be declared effective under the Securities Act of 1933, as amended, as of 5:00 p.m. on March 31, 2020, or as soon thereafter as reasonably practicable.

If the Staff has any further comments or questions regarding this filing, please contact me at (240)
497-6400. Thank you for your time and attention to this matter.

Very truly yours,

ProShare Capital Management LLC

By: /s/ Richard F. Morris

Richard F. Morris

General Counsel

 - 1 -

March 10, 2020
Todd Johnson
Chief Executive Officer
ProShares Trust II
7501 Wisconsin Avenue, Suite 1000E
Bethesda, MD 20814
Re:ProShares Trust II
Registration Statement on Form S-1
Filed March 6, 2020
File No. 333-236924
Dear Mr. Johnson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tonya K. Aldave at (202) 551-3601 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Michael M. Philipp, Esq.

CORRESP
1
filename1.htm

CORRESP

 March 27, 2019

 United
States Securities and Exchange Commission

 100 F Street N.E.

Washington D.C. 20549

Attn:

Mr. Joshua Lobert

Office of Real Estate and Commodities

Re:

Registration Statement on Form S-3 for ProShares Trust II (File No. 333-230151)

 Dear Mr. Lobert:

On behalf of ProShares Trust II, we hereby request that the effective date for the above-captioned Registration Statement be accelerated so
that it will be declared effective under the Securities Act of 1933, as amended, as of 5:00 p.m. on March 28, 2019, or as soon thereafter as reasonably practicable.

If the Staff has any further comments or questions regarding this filing, please contact me at (240)
497-6400. Thank you for your time and attention to this matter.

Very truly yours,

ProShare Capital Management LLC

By: /s/ Richard F. Morris

Richard F. Morris

General Counsel

CORRESP
1
filename1.htm

CORRESP

 March 27, 2019

 United
States Securities and Exchange Commission

 100 F Street N.E.

Washington D.C. 20549

Attn:

Mr. Joshua Lobert

Office of Real Estate and Commodities

Re:

Registration Statement on Form S-1 for ProShares Trust II (File No. 333-230150)

 Dear Mr. Lobert:

On behalf of ProShares Trust II, we hereby request that the effective date for the above-captioned Registration Statement be accelerated so
that it will be declared effective under the Securities Act of 1933, as amended, as of 5:00 p.m. on March 28, 2019, or as soon thereafter as reasonably practicable.

If the Staff has any further comments or questions regarding this filing, please contact me at (240)
497-6400. Thank you for your time and attention to this matter.

 Very truly yours,

 ProShare Capital Management LLC

 By: /s/ Richard F. Morris

 Richard F. Morris

 General Counsel

March 18, 2019
Todd Johnson
Principal Executive Officer
ProShares Trust II
7501 Wisconsin Avenue
Suite 1000E
Bethesda, Maryland 20814
Re:ProShares Trust II
Registration Statement on Form S-1
Filed March 8, 2019
File No. 333-230150
Dear Mr. Johnson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Joshua Lobert, Staff Attorney, at 202-551-7150 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate and
Commodities

CORRESP
1
filename1.htm

CORRESP

 ProShare Capital Management LLC

7501 Wisconsin Avenue

 Suite
1000E

 Bethesda, MD 20814-6527

Phone: 240.497.6400

 Fax:
240.497.6530

 www.ProShares.com

December 20, 2018

 VIA EDGAR CORRESPONDENCE

U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, DC 20549

 Attn: Mr. Joshua Lobert

Re:
 Pre-Effective Amendment No. 1 to Registration Statement on Form S-1 for ProShares Trust II (File No. 333-228620)

 Dear
Mr. Lobert:

 We hereby request that the effective date for the above-captioned Registration Statement be accelerated so that it will
be declared effective under the Securities Act of 1933, as amended, as of 4:00 p.m. on December 20, 2018, or as soon thereafter as reasonably practicable.

If the Staff has any further comments or questions regarding this filing, please contact the undersigned or Omar Bardouil at (240) 497-6400. Thank you for your time and attention to this filing.

 Very truly yours,

By: /s/ Richard F. Morris

 ProShare Capital Management LLC

General Counsel

December 11, 2018
Todd B. Johnson
Principal Executive Officer
ProShares Trust II
7501 Wisconsin Avenue, Suite 1000E
Bethesda, Maryland 20814
Re:ProShares Trust II
Registration Statement on Form S-1
Filed November 30, 2018
File No. 333-228620
Dear Mr. Johnson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Joshua Lobert, Staff Attorney, at 202-551-7150 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate and
Commodities

CORRESP
1
filename1.htm

CORRESP

 March 27, 2018

 United
States Securities and Exchange Commission

 100 F Street N.E.

Washington, D.C. 20549

 Attn: Kim McManus

Senior Attorney

 Office of Real
Estate and Commodities

Re:
Pre-Effective Amendment No. 2 to Registration Statement on Form S-1 for ProShares Trust II

 (ProShares Trust II File No. 333-223012)

Dear Ms. McManus:

 We hereby request that
the effective date for the above-captioned Registration Statement be accelerated so that it will be declared effective under the Securities Act of 1933, as amended, as of 4:00 p.m. on March 29, 2018, or as soon thereafter as reasonably
practicable.

 If the Staff has any further comments or questions regarding this filing, please contact me at (240) 497-6400. Thank you for your time and attention to this matter.

 Very truly yours,

By: /s/ Richard F. Morris

 Richard F. Morris

General Counsel

CORRESP
1
filename1.htm

CORRESP

 March 26, 2018

 VIA
EDGAR CORRESPONDENCE

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, DC 20549

Attn: Kim McManus

Re:
ProShares Trust II

 Registration Statement on Form
S-1 (File No. 333-223012)

 Dear Ms. McManus:

 We are writing to respond to the comments that you communicated to us by mail on March 16, 2018, relating to the above captioned
Registration Statement on Form S-1 of ProShares Trust II (the “Registrant”), which was filed with the Securities and Exchange Commission (“SEC”) on March 14, 2018.

For ease of reference, the comments have been restated in italics before our response. Capitalized terms not otherwise defined have the same
meanings as those in the Post-Effective Amendment.

 1.    Comment: We note that three of your
series names include the term “ETF.” Please revise your disclosure on the prospectus cover page, that the Funds are not registered and subject to regulation under the 1940 Act, to cross-reference the risk factor discussion of this issue on
page 32. Please also revise the relevant risk factor on page 32 to describe in greater detail the protections afforded by the 1940 Act, which are not available to investors here.

Response: We’ve addressed the comment by revising our disclosure on the prospectus cover page and revising our
disclosure on what is now page 37.

*                *
         *                *                *

 We hope that these responses and revised disclosures adequately address your comments. If you or any other SEC staff member should have
any further comments or questions regarding this filing, please contact me at (240) 497-6400. Thank you for your time and attention to this filing.

 Very truly yours,

/s/ Richard F. Morris

 ProShare Capital Management LLC

General Counsel

Mail Stop 3233
March 16 , 2018

Via E -mail
Michael L. Sapir
Chief Executive Officer
ProShares Trust II
7501 Wisconsin Avenue
Suite 1000E
Bethesda, Maryland 20814

Re: ProShares  Trust I I
Amendment No. 1 to Registration Statement on Form S-1
Filed March 14 , 2018
  File No. 333-223012

Dear Mr. Sapir :

We have limited our review of your registration statement to those issues w e have
addressed in our comment .  In our comment,  we may ask you to provide 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 com ment  applies to your f acts 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 c omments.

Cover Page

1. We note that three of your series names include the term “ETF.”   Please revise your
disclosure on the prospectus cover page, that the Funds are not registered and subject to
regulation under the 1940 Act, to cross -reference the risk factor discussion of th is issue
on page 32.  Please also revise the re levant risk factor on page 32  to describe in greater
detail the protections afforded by the 1940 Act, which are not available to investors here.

Michael L. Sapir
ProShares  Trust I I
March 16 , 2018
Page 2

 We remind you that the company and its management are re sponsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Please contact Joshua Lobert , Staff Attorney , at (202) 551 -7150 or me at (202) 551 -3215
with any questions.

Sincerely,

 /s/ Kim McManus

 Kim McMa nus
 Senior  Attorney
Office of Real Estate and
Commodities

CORRESP
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CORRESP

 February 5, 2018

United States Securities and Exchange Commission

100 F Street N.E.

 Washington,
D.C. 20549

 Attn: Tom Kluck

Division of Corporation Finance

Re:
Pre-Effective Amendment No. 1 to Registration Statement on Form S-3

(ProShares Trust II; Filed February 1, 2018; File No. 333-220688)

Dear Mr. Kluck:

 We hereby
request that the effective date for the above-captioned Registration Statement be accelerated so that it will be declared effective under the Securities Act of 1933, as amended, on or about 4:00 p.m., Eastern Time, on Tuesday, February 6, 2018,
or as soon thereafter as reasonably practicable.

 If the Staff has any questions regarding this request, please contact Robert J. Borzone,
Jr. at (240) 497-6578 or me at (240) 497-6579.

 Thank
you for your time and attention to this matter.

Very truly yours,

By:

 /s/ Richard F. Morris

 Richard F. Morris

 General
Counsel

Mail Stop 3233
October 10, 2017

Via E -mail
Michael L. Sapir
c/o ProShare Capital Management LLC
7501 Wisconsin Avenue
East Tower, 10th Floor
Bethesda, Maryland 20814

Re: ProShares Trust II
  Registration Statement on Form S-3
Filed  September 28, 2017
  File No.  333-220688

Dear Mr. Sapir :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Rahul K. Patel, Staff Attorney,  at (202) 551 -3799  with any questions.

Sincerely,

 /s/ Tom Kluck

 Tom Kluck
Legal Branch Chief
Office of Real Estate and
Commodities

cc: Kenny S. Terrero, Esq.
 Sidley Austin LLP

CORRESP
1
filename1.htm

CORRESP

 July 11, 2017

 United
States Securities and Exchange Commission

 100 F Street N.E.

Washington, D.C. 20549

 Attn: Tom Kluck

Legal Branch Chief

 Office of
Real Estate and Commodities

Re:
Pre-Effective Amendment No. 1 to Registration Statement on Form S-3 for ProShares Trust II

(ProShares Trust II File No. 333-218004)

Dear Mr. Kluck:

 We hereby request that the effective date
for the above-captioned Registration Statement be accelerated so that it will be declared effective under the Securities Act of 1933, as amended, on July 12, 2017, or as soon thereafter as reasonably practicable.

If the Staff has any further comments or questions regarding this filing, please contact me at (240) 497-6579. Thank you for your time and attention to
this matter.

 Very truly yours,

By: /s/ Richard F. Morris

Richard F. Morris

General Counsel

Mail Stop 3233
May 24, 2017

Via E -mail
Michael L. Sapir
c/o ProShare Capital Management LLC
7501 Wisconsin Avenue
East Tower, 10th Floor
Bethesda, Maryland 20814

Re: ProShares  Trust II
  Registration Statement on Form S-3
Filed  May 15, 2017
  File No.  333-218004

Dear Mr. Sapir :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Rahul K. Patel, Staff Attorney, at (202) 551 -3799  with any questions.

Sincerely,

 /s/ Tom Kluck

 Tom Kluck
Legal Branch Chief
Office of Real Estate and
Commodities

cc: James c. Munsell, Esq.
 Sidley Austin LLP

CORRESP
1
filename1.htm

CORRESP

 March 10, 2017

 VIA
EDGAR CORRESPONDENCE

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, DC 20549

Attn: C. Coy Garrison

Re:
ProShares Trust II

Registration Statement on Form S-1 (File No. 333- 202724)

 Dear Mr. Garrison:

We are writing to respond to the comments that you communicated to us by telephone on February 22, 2017, relating to the Registration
Statement on Form S-1 of ProShares Trust II (the “Registrant”), which was filed with the Securities and Exchange Commission (“SEC”) on February 13, 2017.

For ease of reference, the comments have been restated in italics below before our response. Capitalized terms not otherwise defined have the
same meanings as those in the Registration Statement.

1.
Comment: Please revise the Facing Page of the Registration Statement to reflect the status (e.g., large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company) of each
separate series included in the Registration Statement.

 Response: The Facing Page of the
Registration Statement has been revised.

2.
Comment: The Registrant’s latest annual report on Form 10-K must be filed prior to the Registration Statement in order for the Registrant to incorporate such Form 10-K into the Registration Statement. See
Form S-1, General Instructions VII.C.

 Response: The Registrant filed its latest annual report on Form 10-K with
the SEC on March 1, 2017, and will ask the Staff to accelerate the effective date of Pre-Effective Amendment No. 1 to Post-Effective Amendment No. 4 to the Registration Statement.

3.
Comment: Please include the undertaking required by Item 512(b) of Regulation S-K.

 1

 Response: The requested undertaking has been added to Part II,
Item 17 of the Registration Statement.

*    *    *    *    *

We hope that this response adequately addresses your comments. If you have any further comments or questions regarding this Registration
Statement, please contact me at (240) 497-6578. Thank you for your time and attention to this filing.

 Very truly yours,

/s/ Richard F. Morris

 ProShare Capital Management LLC

General Counsel

 2

CORRESP
1
filename1.htm

CORRESP

 February 27, 2017

 Tom
Kluck

 Division of Corporation Finance

 United States
Securities and Exchange Commission

 100 F Street N.E.

Washington, D.C. 20549

 Pre-Effective Amendment No. 1 to Registration Statement on Form S-1

(Filed February 27, 2017; File No. 333-215929)

Dear Mr. Kluck:

 We hereby request that the effective date
for the above-captioned Registration Statement be accelerated so that it will be declared effective under the Securities Act of 1933, as amended, on or about 10:00 a.m., Eastern Time, on March 1, 2017, or as soon thereafter as reasonably
practicable.

 If the Staff has any further comments or questions regarding this filing, please contact me at (240)
497-6579. Thank you for your time and attention to this matter.

Very truly yours,

By:

 /s/ Richard F. Morris

Richard F. Morris

 General Counsel

CORRESP
1
filename1.htm

CORRESP

 February 27, 2017

 Tom
Kluck

 Division of Corporation Finance

 United States
Securities and Exchange Commission

 100 F Street N.E.

Washington, D.C. 20549

Registration Statement on Form S-3

(Filed February 7, 2017; File No. 333-215930)

Dear Mr. Kluck:

 We hereby request that the effective date
for the above-captioned Registration Statement be accelerated so that it will be declared effective under the Securities Act of 1933, as amended, on or about 12:00 p.m., Eastern Time, on March 1, 2017, or as soon thereafter as reasonably
practicable.

 If the Staff has any further comments or questions regarding this filing, please contact me at (240) 497-6579. Thank you for your time
and attention to this matter.

 Very truly yours,

 By:

 /s/ Richard F. Morris

 Richard F. Morris

 General
Counsel

Mail Stop 3233
February 17, 2017

Via E -mail
Michael L. Sapir
c/o ProShare Capital Management LLC
7501 Wisconsin Avenue
Suite 1000
Bethesda, Maryland 20814

Re: ProShares Trust II
  Registration Statement on Form S-1
Filed  February 7, 2017
  File No.  333-215929

Dear Mr. Sapir :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Rahul K. Patel, Staff Attorney,  at (202) 551 -3799  with any questions.

Sincerely,

 /s/ Tom Kluck

 Tom Kluck
Legal Branch Chief
Office of Real Estate and
Commodities

cc: Kenny S. Terrero
 Sidley Austin LLP

Mail Stop 3233
February 13, 2017

Via E -mail
Michael L. Sapir
c/o ProShares Capital Management LLC
7501 Wisconsin Avenue
Suite 1000
Bethesda, Maryland 20814

Re: ProShares Trust II
  Registration Statement on Form S-3
Filed  February 7, 2017
  File No.  333-215930

Dear Mr. Sapir :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Rahul K. Patel, Staff Attorney, at (202) 551 -3799  with any questions.

Sincerely,

 /s/ Tom Kluck

 Tom Kluck
Legal Branch Chief
Office of Real Estate and
Commodities

cc: Kenny S. Terrero
 Sidley Austin LLP

CORRESP
1
filename1.htm

CORRESP

 October 28, 2016

 VIA EDGAR CORRESPONDENCE

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Re:
    ProShares Trust II

     Registration Statement on Form S-3

    (Filed September 30, 2016; File No. 333-213918)

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of
1933, as amended, ProShares Trust II (the “Registrant”) respectfully requests acceleration of the effective date of the above-referenced Registration Statement, so that it will become effective at 5:00 p.m., Eastern Time, on October 28,
2016, or as soon thereafter as practicable.

 The Registrant is aware of its responsibilities under the Securities Act of 1933
as they relate to the proposed public offering of the securities specified in the Registration Statement. The Registrant acknowledges that, should the Securities and Exchange Commission (the “Commission”) or its 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. In addition, the Registrant acknowledges that the action of the Commission or its Staff, acting pursuant to
delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility from the adequacy and accuracy of the disclosure in the filing. Finally, the Registrant acknowledges that it 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.

 If the Staff has any further comments or questions regarding this filing, please contact me at (240) 497-6578. Thank you for your time and attention to this filing.

Very truly yours,

 /s/ Robert J. Borzone Jr.

 Vice President and Legal Counsel

Mail Stop 3233
October 12, 2016

Via E -mail
Todd Johnson
Principal Executive Officer
7501 Wisconsin Avenue Suite 1000
Bethesda, Maryland 20814

Re: ProShares Trust II
  Registration Statement on Form S-3
Filed  September 30, 2016
  File No.  333-213918

Dear Mr. Johnson :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact me at (202) 551-6431 with any questions.

Sincerely,

/s/ Nicole Collings

Nicole Collings
Staff Attorney
Office of Real Estate &
Commodities

cc: James Munsell
 Sidley  Austin LLP

CORRESP
1
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CORRESP

 March 30, 2016

VIA EDGAR CORRESPONDENCE

 Thomas Kluck

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
ProShares Trust II

 Pre-Effective Amendment No. 1 to Registration Statement on Form S-3

(Filed March 30, 2016; File No. 333-210024)

Dear Mr. Kluck:

 In accordance with Rule
461 under the Securities Act of 1933, as amended, ProShares Trust II (the “Registrant”) respectfully requests acceleration of the effective date of the above-referenced Registration Statement, so that it will become effective at 5:30 p.m.,
Eastern Time, on March 30, 2016, or as soon thereafter as practicable.

 The Registrant is aware of its responsibilities under the
Securities Act of 1933 as they relate to the proposed public offering of the securities specified in the Registration Statement. The Registrant acknowledges that, should the Securities and Exchange Commission (the “Commission”) or its
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. In addition, the Registrant acknowledges that the action of the Commission or its
Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility from the adequacy and accuracy of the disclosure in the filing. Finally, the Registrant acknowledges that
it 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.

If the Staff has any further comments or questions regarding this filing, please contact me at (240) 497-6578. Thank you for your time
and attention to this matter.

 Very truly yours,

 /s/
Robert J. Borzone Jr.

 Vice President and Legal Counsel

CORRESP
1
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CORRESP

 March 28, 2016

 VIA
EDGAR CORRESPONDENCE

 Folake Ayoola

 Senior Attorney

U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, DC 20549

Re:
ProShares Trust II

Registration Statement on Form S-3

Filed March 8, 2016

File No. 333-210024

 Dear Ms. Ayoola:

We are writing to respond to follow-up on the comment that you and Tom Kluck communicated to us by letter dated March 23, 2016, relating
to the Registration Statement on Form S-3 of ProShares Trust II (the “Registration Statement”), which was filed with the Securities and Exchange Commission on March 8, 2016.

For ease of reference, the comment has been restated in italics below before our response. Capitalized terms not otherwise defined have the
same meanings as those in the Registration Statement.

1.
Comment: 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 meets 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 ProShares UltraShort Gold or alternatively, please amend your registration statement on an appropriate form for ProShares UltraShort Gold.

Response: The closing price per common unit of beneficial interest of ProShares UltraShort Gold (the “Fund”) on NYSE Arca,
the Fund’s principal trading market, on February 16, 2016 was $88.58. The Fund had 946,977 common units of beneficial interest outstanding on February 16, 2016. The Fund had an aggregate market value of $83,883,222.66 ($88.58 x
946,977) on February 16, 2016. Since February 16, 2016 is within 60 days prior to March 8, 2016, which is the date that the Registration Statement was filed with the Securities and Exchange Commission, the Fund is eligible to use Form
S-3.

*        *        *
 *        *

 1

 We hope that this response adequately addresses your comment. If you have any further comments or
questions regarding this Registration Statement, please contact me at (240) 497-6578. Thank you for your time and attention to this filing.

 Very
truly yours,

 /s/ Robert J. Borzone, Jr.

 ProShare Advisors
LLC

 Vice President and Legal Counsel

cc:
Tom Kluck

 Legal Branch Chief, Office of Real Estate and Commodities

 2

CORRESP
1
filename1.htm

CORRESP

 March 28, 2016

 VIA EDGAR
CORRESPONDENCE

 Jennifer Gowetski

 U.S. Securities and
Exchange Commission

 100 F Street, N.E.

 Washington,
DC 20549

Re:
ProShares Trust II

 Registration Statement on Form S-1

Filed February 19, 2016

 File No.
333- 202724

 Dear Ms. Gowetski:

 We are
writing to respond to the comment that you communicated to us by telephone on March 3, 2016, relating to the Registration Statement on Form S-1 of ProShares Trust II (the “Trust”), which was filed with the Securities and Exchange
Commission on February 19, 2016.

 For ease of reference, the comment has been restated in italics below before our
response. Capitalized terms not otherwise defined have the same meanings as those in the Registration Statement.

1.
Comment: Please include in the prospectus the date that the Trust filed its Form 10-K with the Securities and Exchange Commission.

Response: The date that the Trust filed its Form 10-K with the Securities and Exchange Commission, February 29, 2016, has been
identified in the prospectus.

*            *
 *            *            *

We hope that this response adequately addresses your comment. If you have any further comments or questions regarding this Registration
Statement, please contact me at (240) 497-6578. Thank you for your time and attention to this filing.

 Very truly yours,

/s/ Robert J. Borzone, Jr.

 ProShare Advisors LLC

Vice President and Legal Counsel

 1

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

CORRESP
1
filename1.htm

CORRESP

 ProShare Capital Management LLC

7501 Wisconsin Avenue

 Suite 1000, East Tower

Bethesda, MD 20814-6527

 Phone: 240.497.6400

Fax: 240.497.6530

 www.ProShares.com

March 23, 2016

 VIA EDGAR CORRESPONDENCE

Folake Ayoola

 Senior Attorney

U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, DC 20549

Re:

ProShares Trust II

Registration Statement on Form S-3

Filed March 8, 2016

File No. 333-210024

 Dear Ms. Ayoola:

We are writing to respond to the comment that you and Tom Kluck communicated to us by letter dated March 23, 2016, relating to the
Registration Statement on Form S-3 of ProShares Trust II (the “Registrant”), which was filed with the Securities and Exchange Commission on March 8, 2016.

For ease of reference, the comment has been restated in italics below before our response. Capitalized terms not otherwise defined have
the same meanings as those in the Registration Statement.

1.
Comment: 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
meets 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 ProShares UltraShort Gold or alternatively, please amend your registration statement on an appropriate form for ProShares UltraShort Gold.

Response: After checking with the Registrant’s custodian we confirm that the aggregate market value of ProShares UltraShort Gold
exceeded $75 million within 60 days prior to the date of filing the Form S-3 (March 8, 2016). As a result, ProShares UltraShort Gold is eligible to use Form S-3.

*            *
 *            *            *

 1

 We hope that this response adequately addresses your comment. If you have any further
comments or questions regarding this Registration Statement, please contact me at (240) 497-6578. Thank you for your time and attention to this filing.

Very truly yours,

/s/ Robert J. Borzone, Jr.

ProShare Advisors LLC

Vice President and Legal Counsel

cc:

Tom Kluck

Legal Branch Chief, Office of Real Estate and Commodities

 2

Mailstop 3233
        January 15, 2016

Via E -mail
Mr. Edward Karpowicz
Principal Financial Officer
ProShares Trust II.
7501 Wisconsin Avenue, Suite 1000
Bethesda, Maryland 20814

Re: ProShares Trust II
 Form 10-K
Filed March 2, 2015
File No. 001-34200

Dear Mr. Karpowicz :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company 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 u rge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Robert F. Telewicz Jr.

Robert F. Tel ewicz Jr.
Branch Chief
Office of Real Estate and
Commodities

CORRESP
1
filename1.htm

CORRESP

 ProShares Trust II

c/o ProShare Capital Management LLC

7501 Wisconsin Avenue, Suite 1000

Bethesda, Maryland 20814

 (240)
497-6400

 January 8, 2016

 VIA EDGAR

 Mr. Robert F. Telewicz Jr.

 Branch Chief

Office of Real Estate and Commodities

 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, 2014

    Filed March 2, 2015

    File No. 001-34200

 Dear Mr. Telewicz:

Please find below the responses to your comments of November 30, 2015 to ProShares Trust II’s (the “Trust”) Form 10-K for
the year ended December 31, 2014. Your comment is set forth below, followed by the Trust’s response.

 Form 10-K for the fiscal year ended
December 31, 2014

 Item 15. Exhibits and Financial Statement Schedules, page 149

Statements of Financial Condition and Schedules of Investments

1.
Comment: We note your response to our prior comment 1. In reference to the example we previously provided, we continue to be unclear why you have not separately reported the accumulated appreciation amount for
the futures contracts from the schedule of investments on your statement of financial condition. Please provide us with further information and cite any relevant accounting literature in your response. In your response, explain to us why you have
not separately presented the amounts due to/from brokers as a result of variation margin requirements from the value of futures contracts. Additionally, please tell us whether the $18m you have on account with brokers for futures contracts includes
amounts paid to satisfy variation margin requirements.

 Response: ProShares VIX Short-term Futures ETF
(“Fund”) discloses cumulative appreciation (depreciation) on the Schedule of Investments as prescribed by ASC 946-210-50. Since the Fund settles variation margin daily, the only appreciation (depreciation) amount recorded on the balance
sheet as receivable (payable) is the current day’s variation margin. The due to/from brokers as a result of variation margin is separately presented on the statement of financial condition as receivable/payable on open futures contracts and
described in Note 3. Receivable from variation margin is described in ASC 946-310-45 and presentation is consistent with the illustrated financial statements in the AICPA Audit and Accounting Guide for Investment Companies (AAG-INV 7.169). Lastly,
the $18M segregated cash balances with brokers for futures contracts primarily relates to initial margin and does not include amounts paid to satisfy variation margin requirements.

* * * *

 In connection with the submission of our response, 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 this response 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:

 Todd B. Johnson, Principal Executive Officer

Robert J. Borzone Jr., Vice President and Legal Counsel

Mailstop 3233
        November 30 , 2015

Via E -mail
Mr. Edward Karpowicz
Principal Financial Officer
ProShares Trust II .
7501 Wisconsin Avenue, Suite 1000
Bethesda, Maryland 20814

Re: ProShares Trust II
 Form 10-K
Filed March 2, 2015
File No. 001-34200

Dear Mr. Karpowicz :

We have reviewed  your November 5, 2015 response to our comment letter and have the
following comment.  In our comment , we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comment applies to y our facts and circumstances, please tell us why in your response.

After reviewing your response to this comment, we may have additional comments.
Unless we note otherwise, our reference to  prior comment is to the comment in our October 8,
2015 letter .

Form 10 -K for the year ended December 31, 2014

Item 15. Exhibits and Financial Statement Schedules, page 149

Statements of Financial Condition and Schedules of Investments

1. We no te your response to our prior comment 1.  In reference to the example we
previously provided, we continue to be unclear why you have not separately reported the
accumulated appreciation amount for the futures contracts from the schedule of
investments on your statement of financial condition .   Please provide us with further
information and cite any relevant accounting literature in your response.  In your
response, explain to us why you have not separately presented the amounts due to/from
brokers as a result of variation margin requirements from the value of futures contracts.

Mr. Karpowicz
ProShares Trust II
November 30 , 2015
Page 2

 Additionally, please tell us whether the $18m you have on account with brokers for
futures contracts includes amounts paid to satisfy variation margin requirements.

You may contact Peter McPhun , Staff Accountant , at 202-551-3581  or the undersigned  at
202-551-3438  with any questions.

Sincerely,

 /s/ Robert F. Telewicz, Jr.

 Mr. Robert F. Telewicz , Jr.
Branch Chief
Office of Real Estate and
Commodities

CORRESP
1
filename1.htm

Form CORRESP

 ProShares Trust II

c/o ProShare Capital Management LLC

7501 Wisconsin Avenue, Suite 1000

Bethesda, Maryland 20814

 (240)
497-6400

 November 5, 2015

 VIA EDGAR

 Mr. Robert F. Telewicz Jr.

 Branch Chief

Office of Real Estate and Commodities

 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, 2014

Filed March 2, 2015

File No. 001-34200

 Dear
Mr. Telewicz:

 Please find below the responses to your comments of October 8, 2015 to ProShares Trust II’s (the
“Trust”) Form 10-K for the year ended December 31, 2014. Your comment is set forth below, followed by the Trust’s response.

 Form
10-K for the fiscal year ended December 31, 2014

 Item 15. Exhibits and Financial Statement Schedules, page 149

Statements of Financial Condition and Schedules of Investments

1.
Comment: We note amounts in the statements of financial condition for receivable or payable on open futures contracts do not agree with the amounts in the schedules of investments. For example, for the ProShares
VIX Short-Term Futures EFT, the receivable on open futures contracts is $9,317,236 in the statement of financial condition whereas the unrealized appreciation amount in the schedule of investments is $6,264,620. Please explain to us why these
amounts do not agree and within your response, reference the authoritative accounting literature management relied upon.

Response: Regarding the December 31, 2014 financial statements of ProShares VIX Short-term Futures ETF, the $9,317,236 receivable
on open futures contracts represents the daily variation margin receivable on open futures contracts. The Fund generally agrees to receive from or pay to the broker(s) an amount of cash equal to the daily fluctuation in value of the futures
contract. Such receipts or payments are known as variation margin and are settled daily in cash. As paragraph one of FASB ASC 946-310-45 explains that receivables are listed separately at net realizable value for each category of receivable
including variation margin on open futures contracts. The $6,264,620 is the cumulative appreciation on the futures contracts since acquisition. FASB ASC 946-210-50 paragraph six states that a condensed schedule of investments in securities shall
disclose the numbers of contracts, range of expiration dates, and cumulative appreciation for open futures contracts of a particular underlying.

*    *    *    *

In connection with the submission of our response, 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 this response 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:
Todd B. Johnson, Principal Executive Officer

 Robert J. Borzone Jr., Vice President and Legal
Counsel

Mailstop 3233
        October 8, 2015

Via E -mail
Mr. Edward Karpowicz
Principal Financial Officer
ProShares Trust II .
7501 Wisconsin Avenue, Suite 1000
Bethesda, Maryland 20814

Re: ProShares Trust II
 Form 10-K
Filed March 2, 2015
File No. 001-34200

Dear Mr. Karpowicz :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you  to provide us
with information so we may better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comment appl ies to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment, we may have  additional comments.

Form 10 -K for the year ended December 31, 2014

Item 15. Exhibits and Financial Stat ement Schedules, page 149

Statements of Financial Condition and Schedules of Investments

1. We note amounts in the statements of financial condition for receivable or payable on
open futures contracts do not agree with the amounts in the schedules of invest ments.
For example, for the Pro Shares VIX Short -Term Futures EFT, the receivable on open
futures contracts is $9,317,236 in the statement of financial condition whereas the
unrealized appreciation amount in the schedule of investments is $6,264,620.  Please
explain to us why these amount s do not agree and within your response, reference the
authoritative accounting literature management relied upon.

Mr. Karpowicz
ProShares Trust II
October 8, 2015
Page 2

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includ es the information the Securities Exchange Act of
1934 and all applicable Exchange 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 adequac y of the disclosures they have made.

 In responding to our comment, please provide  a written statement from the company
acknowledging that:

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

You may contact Peter McPhun , Staff Accountant , at 202-551-3581  or the undersigned  at
202-551-3438  with any questions.

Sincerely,

 /s/ Robert F. Telewicz Jr.

 Mr. Robert F. Telewicz  Jr.
Branch Chief
Office of Real Estate and
Commoditie s

CORRESP
1
filename1.htm

Correspondence

 ProShare Capital Management LLC

7501 Wisconsin Avenue

 Suite 1000,
East Tower

 Bethesda, MD 20814-6527

July 28, 2014

 VIA EDGAR CORRESPONDENCE

Tom Kluck

 Legal Branch Chief

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:

ProShares Trust II

Registration Statement on Form S-1, as amended

File No. 333-196884

 Dear Mr. Kluck:

In accordance with Rule 461 under the Securities Act of 1933, as amended, ProShares Trust II (the “Registrant”) respectfully
requests acceleration of the effective date of the above-referenced Registration Statement, so that it will become effective at 5:30 p.m., Eastern Time, on July 30, 2014, or as soon thereafter as practicable.

The Registrant is aware of its responsibilities under the Securities Act of 1933 as they relate to the proposed public offering of the
securities specified in the Registration Statement. The Registrant acknowledges that, should the Securities and Exchange Commission (the “Commission”) or its 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. In addition, the Registrant acknowledges that the action of the Commission or its Staff, acting pursuant to delegated authority, in declaring the filing effective,
does not relieve the Registrant from its full responsibility from the adequacy and accuracy of the disclosure in the filing. Finally, the Registrant acknowledges that it 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.

 If the Staff has any further comments or questions regarding this filing, please contact me at
(240) 497-6577. Thank you for your time and attention to this matter.

Very truly yours,

 /s/ Kenneth C. Fang

Kenneth C. Fang

ProShare Capital Management LLC

Vice President and Legal Counsel

cc:
Coy Garrison, Esq. (SEC)

 Via E-mail

July 1 5, 2014

Via E -mail
Amy Doberman
General Counsel
ProShare Capital Management LLC
7501 Wisconsin Avenue, Suite 1000
Bethesda, Maryland  20814

Re: ProShares Trust II
  Registration Statement on Form S-1
Filed  June 18, 2014
  File No.  333-196884

Dear Ms. Doberman :

We have limited our review of your registration statement to those issues we have
addressed in our 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 amending your registration statement and providing the
requested information .  Where 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 registration statement and the information you
provide in response to these  comments , we may have  additional comments.

Plan of Distribution, page 133

1. We note your disclosure on your cover page regarding the initial Authorized
Participant(s) for the Managed Futures Fund.  Please identify the initial  Authorized
Participant(s) for the M anaged Futures Fund in this section and include a statement that
such initial Authorized Participants will be deemed to be statutory underwriters  or advise .

Signatures

2. Please provide the signature of your controller or principal accounting officer.

We urge a ll persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its manag ement are in

Amy Doberman
ProShares Trust II
July 1 5, 2014
Page 2

 possession of all facts relating 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 acceleration 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 t o 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 and the declaration of effect iveness 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 requests for  acceleration .  We will consider a
written request for acceler ation 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.

You may contact  Coy Garri son, Staff Attorney, at (202) 551 -3466,  or me at  (202) 551 -
3233  with any other questions.

Sincerely,

 /s/ Tom Kluck

Tom Kluck
Legal Branch Chief

cc: Victor Chiu, Esq.
 Sidley Austin LLP

July 22 , 2013

Via E -mail
Edward Karpowicz
Principal  Financial  Officer
ProShares Trust II
c/o ProShare Capital Management LLC
7501 Wisconsin Avenue
Suite 1000
Bethesda, MD 20814

Re: ProShares Trust II
 Form 10-K
Filed March 1 , 201 3
File No. 001 -34200

Dear M r. Karpowicz :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company 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 urge all per sons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Kevin Woody

Kevin Woody
Branch Chief

CORRESP
1
filename1.htm

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

June 25, 2013

Via E -mail
Edward Karpowicz
Principal  Financial  Officer
ProShares Trust II
c/o ProShare Capital Management LLC
7501 Wisconsin Avenue
Suite 1000
Bethesda, MD 20814

Re: ProShares Trust II
 Form 10-K
Filed March 1 , 201 3
File No. 001 -34200

Dear M r. Karpowicz :

We have reviewed your filing an d 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

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

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

Financial Statements

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

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

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

Edward Karpowicz
ProShares Trust II
 June 25, 2013
 Page 2

 Financial Statements of ProShares Trust II, page F -130

Combined Statements o f Financial Condition, page F -130

3. We note that you recorded a receivable from capital shares sold as an asset for cert ain
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 receive d prior to
issuing the financial statements.  Please refer to paragraph 2 of ASC 505 -10-45.

Notes to Financial Statements, page F -134

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

4. 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.

Exhibit 23.1

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

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Secur ities Exchange Act of
1934 and all applicable Exchange 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 ha ve made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in respo nse to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

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

Edward Karpowicz
ProShares Trust II
 June 25, 2013
 Page 3

 You may contact  Jennifer Monick, Senior Staff Accountant , at 202-551-3295  or me at
202-551-3629  if you have questions.

Sincerely,

 /s/ Kevin Woody

Kevin Woody
Branch Chief

CORRESP
1
filename1.htm

Acceleration Request

 ProShare Capital Management LLC

7501 Wisconsin Avenue

 Suite 1000, East Tower

 Bethesda, MD 20814-6527

June 25, 2012

 VIA EDGAR
CORRESPONDENCE

 Sonia Barros

Special Counsel

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
ProShares Trust II

Amendment No. 7 to Form S-3

Filed on June 11, 2012 (File No. 333-163511)

 Dear Ms. Barros:

 In accordance with Rule 461 under the Securities Act of
1933, as amended, ProShares Trust II (the “Registrant”) respectfully requests acceleration of the effective date of Post-Effective Amendment No. 7 to the Form S-3 registration statement filed on behalf of the Registrant on
June 11, 2012, so that it will become effective by 5:30 p.m., Eastern Time, on June 26, 2012, or as soon thereafter as practicable.

 The Registrant is aware of its responsibilities under the Securities Act of 1933 as they relate to the proposed public offering of the securities specified in the Registration Statement. The Registrant
acknowledges that, should the Securities and Exchange Commission (the “Commission”) or its 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. In addition, the Registrant acknowledges that the action of the Commission or its staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility
from the adequacy and accuracy of the disclosure in the filing. Finally, the Registrant acknowledges that it may not assert 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.

 If the Staff has any further comments or questions regarding this filing, please
contact me at (240) 497-6577. Thank you for your time and attention to this matter.

Very truly yours,

/s/ Kenneth C. Fang

 Kenneth C. Fang

 ProShare
Capital Management LLC

 Vice President and Legal Counsel

cc:
Sandra B. Hunter, Esq. (SEC)

CORRESP
1
filename1.htm

Acceleration Request

 ProShare Capital Management LLC

7501 Wisconsin Avenue

 Suite 1000, East Tower

 Bethesda, MD 20814-6527

June 25, 2012

 VIA EDGAR
CORRESPONDENCE

 Sonia Barros

Special Counsel

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
ProShares Trust II

Amendment No. 3 to Form S-1

Filed on June 11, 2012 (File No. 333-176878)

 Dear Ms. Barros:

 In accordance with Rule 461 under the Securities Act of
1933, as amended, ProShares Trust II (the “Registrant”) respectfully requests acceleration of the effective date of Pre-Effective Amendment No. 3 to the Form S-1 registration statement filed on behalf of the Registrant on
June 11, 2012, so that it will become effective by 5:30 p.m., Eastern Time, on June 26, 2012, or as soon thereafter as practicable.

 The Registrant is aware of its responsibilities under the Securities Act of 1933 as they relate to the proposed public offering of the securities specified in the Registration Statement. The Registrant
acknowledges that, should the Securities and Exchange Commission (the “Commission”) or its 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. In addition, the Registrant acknowledges that the action of the Commission or its staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility
from the adequacy and accuracy of the disclosure in the filing. Finally, the Registrant acknowledges that it may not assert 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.

 If the Staff has any further comments or questions regarding this filing, please
contact me at (240) 497-6577. Thank you for your time and attention to this matter.

Very truly yours,

/s/ Kenneth C. Fang

 Kenneth C. Fang

 ProShare
Capital Management LLC

 Vice President and Legal Counsel

cc:
Sandra B. Hunter, Esq. (SEC)

CORRESP
1
filename1.htm

Correspondence

 ProShare Capital Management LLC

7501 Wisconsin Avenue

 Suite 1000, East Tower

 Bethesda, MD 20814-6527

June 21, 2012

 VIA EDGAR
CORRESPONDENCE

 Sonia Barros

Special Counsel

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
ProShares Trust II

Amendment No. 2 to Form S-1

 Filed on May 11, 2012 (File No. 333-178707)

 Dear Ms. Barros:

Per our conversation regarding Pre-Effective Amendment No. 2 to the Form S-1 registration statement (the “Registration
Statement”) filed on behalf of ProShares Trust II (the “Registrant”) on May 11, 2012, below please find disclosure that we have agreed to include at the end of the “Plan of Distribution” section in our definitive
prospectus:

 Summary of Certain Items Paid by the Trust or the Sponsor in Connection with the Distribution

 Payment

 Recipient

 Payor

 Maximum Payment

 Services Provided

Distribution/Services Fee

SEI Investments Distribution, Inc. (SEI)

ProShare Capital Management LLC (the Sponsor)

$814,087 (equal to approximately 0.10% of gross offering proceeds)

Taking purchase and redemption orders for Creation Units; Providing a prospectus with respect to the above orders; Reviewing any permitted advertising or marketing material; and
Archiving associated records.

Wholesaling Support and Distribution and Shareholder Services Fee

ProFunds Distributors, Inc. (PDI), an affiliated broker-dealer of the Sponsor

ProShare Capital Management LLC (the Sponsor)

$1,240,631 (equal to approximately 0.15% of gross offering proceeds)

Wholesaling support, including promoting the sale of investment products; Conducting training seminars on investment products; Creating and maintaining advertising and sales
literature files; and retaining associated records.

 For additional details, see below.

 General

 Retail investors may purchase and sell Shares through traditional
brokerage accounts. Investors who purchase Shares through a commission/fee-based brokerage account may pay commissions/fees charged by the brokerage account. Investors are encouraged to review the terms of their brokerage accounts for applicable
charges.

 The Sponsor (from its own assets) pays SEI for performing its duties on behalf of the Funds. The fees paid to SEI
represent the greater of (i) a fixed amount per fund of the Trust per annum or (ii) 0.004% of the aggregate average daily net assets of the Trust if such assets are less than or equal to $30 billion, or 0.0035% of the aggregate average
daily assets of the Trust if such assets exceed $30 billion. Assuming the minimum gross offering proceeds are sold, the amount payable to SEI is estimated to be $275,500, equal to approximately 2.00% of gross offering proceeds. Assuming the maximum
gross offering proceeds are sold, the maximum amount payable to SEI will be $814,087, an amount equal to approximately 0.10% of gross offering proceeds. These amounts include reimbursements to SEI for marketing material review. For a description of
services provided by SEI, see the section entitled “The Distributor” on page 94.

 Also, the Sponsor (from its own
assets) pays ProFunds Distributors, Inc. (PDI), an affiliated broker-dealer of the Sponsor and a FINRA member, to provide wholesaling and distribution/shareholder services support for all funds that it manages. For its services, the Sponsor pays
PDI: 1) a fixed amount split among the Sponsor and two of its investment adviser affiliates pro rata based on the amount of net assets managed by that entity; and 2) reimbursements for any sales-related expenses PDI incurs on behalf of the
Sponsor. Irrespective

 - 2 -

of the amount sold, the amount payable to PDI is estimated to be $1,240,631. This amount includes a portion of the fixed amount payable to PDI along with reimbursements for non-transaction based
compensation (salaries), gifts, business entertainment expenses, training and education. Assuming the minimum gross offering proceeds are sold, this amount would constitute 7.80% of gross offering proceeds. Assuming the maximum gross offering
proceeds are sold, this amount would constitute approximately 0.15% of gross offering proceeds.

 In addition, legal fees up to
a maximum of $7,500 are being paid to outside legal counsel in connection with FINRA’s review of this registration statement.

 The offering of Creation Units is being made in compliance with FINRA Rule 2310. Accordingly, the Authorized Participants may not make any sales to any account over which they have discretionary authority
without the prior written approval of a purchaser of Shares. in any event, the maximum amount of all items of value, including compensation paid from the offering proceeds and in the form of “trail commissions,” to be paid to FINRA
members, including to SEI and PDI, in connection with the offering of the Shares by a Fund will not exceed 10% of gross offering proceeds.

 ***************************************************************

 In accordance
with Rule 461 under the Securities Act of 1933, as amended, the Registrant respectfully requests acceleration of the effective date of the Registration Statement so that it will become effective by 9:00 a.m., Eastern Time, on June 25, 2012, or
as soon thereafter as practicable.

 The Registrant is aware of its responsibilities under the Securities Act of 1933 as they
relate to the proposed public offering of the securities specified in the Registration Statement. The Registrant acknowledges that, should the Securities and Exchange Commission (the “Commission”) or its 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. In addition, the Registrant acknowledges that the action of the Commission or its staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility from the adequacy and accuracy of the disclosure in the filing. Finally, the Registrant acknowledges that it may not assert 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.

 If the Staff has any further comments or questions regarding this filing, please contact me at (240) 497-6577. Thank you for your time and attention to this matter.

Very truly yours,

 /s/ Kenneth C. Fang

Kenneth C. Fang

ProShare Capital Management LLC

Vice President and Legal Counsel

cc:
Sandra B. Hunter, Esq. (SEC)

 - 3 -

CORRESP
1
filename1.htm

Correspondence

 ProShare Capital Management LLC

7501 Wisconsin Avenue

 Suite 1000, East Tower

 Bethesda, MD 20814-6527

June 11, 2012

 VIA EDGAR CORRESPONDENCE

 Sonia Barros

 Special
Counsel

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
ProShares Trust II

Amendment No. 3 to Form S-1

Filed on June 11, 2012 (File No. 333-176878)

 Dear Ms. Barros:

 We are submitting Pre-Effective Amendment No. 3 to the Form S-1
registration statement (the “Registration Statement”) filed on behalf of ProShares Trust II (the “Registrant”), initially on September 16, 2011 and amended on December 20, 2011 and January 27, 2012. We believe that we have
addressed each of the comments raised by the Securities and Exchange Commission (the “Commission”) staff, including those provided supplementally on March 7 and March 15, 2012.

We note that the Registrant is aware of its responsibilities under the Securities Act of 1933 as they relate to the proposed public
offering of the securities specified in the Registration Statement. The Registrant acknowledges that, should the Commission or its staff, acting pursuant to delegated authority, declare this filing effective, it does not foreclose the Commission
from taking any action with respect to the filing. In addition, the Registrant acknowledges that the action of the Commission or its staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant
from its full responsibility regarding the adequacy and accuracy of the disclosure in the filing. Finally, the Registrant acknowledges that it may not assert 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.

 To assist with your review, we will provide a
blacklined copy of the Registration Statement marked to reflect all changes from the filing made on January 27, 2012. If you have any further comments or questions regarding this filing, please contact me at (240) 497-6577.

 Thank you for your time and attention to this matter.

Very truly yours,

 /s/ Kenneth C. Fang

 Kenneth C. Fang

 ProShare
Capital Management LLC

 Vice President and Legal Counsel

cc:
Kristina Aberg, Esq. (SEC)

- 2 -

CORRESP
1
filename1.htm

Correspondence

 ProShare Capital Management LLC

7501 Wisconsin Avenue

 Suite 1000, East Tower

 Bethesda, MD 20814-6527

June 11, 2012

 VIA EDGAR CORRESPONDENCE

 Sonia Barros

 Special
Counsel

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
ProShares Trust II

Post-Effective Amendment No. 7 to Form S-3

Filed on June 11, 2012 (File No. 333-163511)

 Dear Ms. Barros:

 We are submitting Post-Effective Amendment No. 7 to the Form
S-3 registration statement (the “Registration Statement”) filed on behalf of ProShares Trust II (the “Registrant”). We believe that we have addressed each of the comments raised by the Securities and Exchange Commission (the
“Commission”) staff, including those provided supplementally on March 7 and March 15, 2012.

 We note that the
Registrant is aware of its responsibilities under the Securities Act of 1933 as they relate to the proposed public offering of the securities specified in the Registration Statement. The Registrant acknowledges that, should the Commission or its
staff, acting pursuant to delegated authority, declare this filing effective, it does not foreclose the Commission from taking any action with respect to the filing. In addition, the Registrant acknowledges that the action of the Commission or its
staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility regarding the adequacy and accuracy of the disclosure in the filing. Finally, the Registrant acknowledges
that it may not assert 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.

To assist with your review, we will provide a blackline reflecting all changes from Post-Effective Amendment No. 6 to the Registration
Statement, filed on December 20, 2011. If you have any further comments or questions regarding this filing, please contact me at (240) 497-6577.

 Thank you for your time and attention to this matter.

Very truly yours,

 /s/ Kenneth C. Fang

 Kenneth C. Fang

 ProShare
Capital Management LLC

 Vice President and Legal Counsel

cc:
Kristina Aberg, Esq. (SEC)

- 2 -

CORRESP
1
filename1.htm

Correspondence

 ProShare Capital Management LLC

7501 Wisconsin Avenue

 Suite 1000, East Tower

 Bethesda, MD 20814-6527

April 27, 2012

 VIA EDGAR
CORRESPONDENCE

 Sonia Barros

Special Counsel

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
ProShares Trust II

Amendment No. 1 to Form S-1

 Filed on February 22, 2012 (File No. 333-178707)

 Dear Ms. Barros:

 We are writing to respond to your comment letter dated March 13, 2012 concerning Pre-Effective Amendment No. 1 to
the Form S-1 registration statement (the “Registration Statement”) filed on behalf of ProShares Trust II (the “Registrant”) on February 22, 2012. For ease of reference, each comment has been restated in italics before our
response. Capitalized terms not otherwise defined have the same meanings as those in the Registration Statement.

 General

1.
We await the filing of your amended Form S-1 as represented in your previous responses.

Response: We have filed Pre-Effective Amendment No. 2 to the Registration Statement along with this correspondence.

2.
We note your response to comment 2 of our letter dated March 6, 2012. Please also revise your disclosure to explain that each Fund will be added to your ISDA
Master Agreement with each of these counterparties and may enter into swaps or forward contracts at the time the Fund commences investment activities.

 Response: We have revised the Registration Statement to remove references to the Funds’ use of swap agreements and forward contracts. Prior to any Fund’s use of a swap agreement or
forward contract, the Registrant will amend the Registration Statement to add the requested disclosures.

***************************************************************

 The Registrant is aware of its responsibilities under the Securities Act of 1933 as they
relate to the proposed public offering of the securities specified in the Registration Statement. The Registrant acknowledges that, should the Securities and Exchange Commission (the “Commission”) or its 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. In addition, the Registrant acknowledges that the action of the Commission or its staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility from the adequacy and accuracy of the disclosure in the filing. Finally, the Registrant acknowledges that it may not assert 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.

 We hope that these responses adequately address your comments. To assist with your review, we attach a blacklined copy of the Registration Statement marked to reflect all changes from the filing made on
February 22, 2012. If the Staff has any further comments or questions regarding this filing, please contact me at (240) 497-6577. Thank you for your time and attention to this matter.

Very truly yours,

 /s/ Kenneth C. Fang

Kenneth C. Fang

ProShare Capital Management LLC

Vice President and Legal Counsel

cc:
Sandra B. Hunter, Esq. (SEC)

 - 2 -

March 13, 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 await the filing of your amended Form S-1 as represented in your  previous responses.

2. We note your response to comment 2 of our  letter dated March 6, 2012.  Please also
revise your disclosure to explain that each Fund will be added to your ISDA Master
Agreement with each of these counterpartie s and may enter into swaps or forward
contracts at the time the Fund commences investment activities.    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.

Amy Doberman ProShares Trust II March 13, 2012 Page 2

 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

CORRESP
1
filename1.htm

Correspondence

 ProShare Capital Management LLC

7501 Wisconsin Avenue

 Suite 1000, East Tower

 Bethesda, MD 20814-6527

March 8, 2012

 VIA EDGAR
CORRESPONDENCE

 Sonia Barros

Special Counsel

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
ProShares Trust II Amendment No. 1 to Form S-1

 Filed on February 22, 2012 (File No. 333-178707)

 Dear Ms. Barros:

We are writing to respond to your comment letter dated March 6, 2012 concerning Pre-Effective Amendment No. 1 to the Form S-1
registration statement (the “Pre-Effective Amendment”) filed on behalf of ProShares Trust II (the “Registrant”) on February 22, 2012. For ease of reference, each comment has been restated in italics before our response.
Capitalized terms not otherwise defined have the same meanings as those in the Pre-Effective Amendment.

 General

1.
We note your response to comment 1 of our letter dated January 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.

 Response: Thank
you. We will await any further comments from the Division of Investment Management.

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 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 forwards pursuant to the Trust’s arrangements, please revise your disclosure to describe such arrangements by the Trust.

 Response: Although the Funds have not commenced trading or investment activities, each Fund has been established as a legal entity and may enter into agreements on its own behalf. Prior to the
effectiveness of the registration statement to which the Pre-Effective Amendment relates, each Fund will be added to the Registrant’s

International Swaps and Derivatives Association (“ISDA”) Master Agreement with each of the listed counterparties and may enter into forward contracts with such counterparties at the
time the Fund commences investment activities. Each Fund enters into the ISDA Master Agreement severally, not jointly. We have clarified the first sentence of the penultimate paragraph in the section “Risk Factors – The Funds may be
subject to counterparty risks” to read:

 As of the date of this prospectus, the Funds’ counterparties for forward
contracts may include: Deutsche Bank AG, UBS AG, Goldman Sachs International and Societe Generale.

3.
Please tell us why you have removed the disclosure regarding the initial Authorized Participant. We note that these Funds have yet to commence operations.

 Response: We had removed this disclosure for consistency with the Registrant’s registration
statements on Form S-1 and S-3 for funds of the Registrant that have already been in existence. As these Funds have yet to commence operations, we can and will add the disclosure regarding the Authorized Participant. Thus, the disclosure in
“Plan of Distributions – Authorized Participants” and “Plan of Distribution – Likelihood of Becoming a Statutory Underwriter” will be revised as shown below (the name of the initial authorized participant will be
included in the revised EDGAR filing in place of [Name of initial Authorized Participant]):

 Authorized Participants

 The Funds continuously offer Shares in Creation Units to Authorized Participants. It is expected that the
initial Authorized Participant will, subject to certain terms and conditions, make minimum initial purchases of at least two initial Creation Units of each Fund at an initial price per Share of $40.00. A Fund will not commence trading unless and
until the initial Authorized Participant effects the minimum initial purchase with respect to such Funds. Following the initial purchases by the initial Authorized Participant, Shares of the Funds will be offered to Authorized Participants in
Creation Units at each Fund’s respective NAV. On the day that the initial Authorized Participant purchases the initial Creation Unit of a Fund, such Fund’s initial NAV per Share will be established as of the times indicated under the
section “Creation and Redemption of Shares — Creation Procedures — Determination of Required Payment”.

 Authorized Participants, including the initial Authorized Participant, may offer to the public, from time to time, Shares of a Fund from any Creation Units they create. Shares of a Fund offered to the
public by Authorized Participants are offered at a per Share market price that varies depending on, among other factors, the trading price of the Shares of each Fund on the NYSE Arca, the NAV per Share

 - 2 -

and the supply of and demand for the Shares at the time of the offer. Shares initially comprising the same Creation Unit but offered by Authorized Participants to the public at different times
may have different offering prices. Additionally, the price at which an Authorized Participant sells a Share may be higher or lower than the price paid by such Authorized Participant in connection with the creation of such Share in a Creation Unit.
Authorized Participants do not receive from any Fund, the Sponsor or any of their affiliates, any fee or other compensation in connection with their sale of Shares to the public, although investors are expected to be charged a customary commission
by their brokers in connection with the purchase and sale of Shares that varies from investor to investor. Investors are encouraged to review the terms of their brokerage accounts for applicable charges.

As of the date of this Prospectus, ABN Amro, Banca IMI Securities Corp., BNP Paribas Securities Corp., Credit Suisse
Securities USA LLC, Deutsche Bank Securities Inc., EWT, LLC, Goldman, Sachs & Co., Goldman Sachs Execution & Clearing, L.P., J.P. Morgan Securities Inc., Knight Clearing Services LLC, Newedge USA LLC, Nomura Securities
International, Inc., RBC Capital Markets Corp., SG Americas Securities, LLC, Timber Hill, LLC, UBS Securities LLC, Virtu Financial BD LLC and Wedbush Morgan Securities, Inc. have each executed an Authorized Participant Agreement and are the only
Authorized Participants.

 The initial Authorized Participant with respect to the Funds is expected to be [Name
of initial Authorized Participant].

 Likelihood of Becoming a Statutory Underwriter

Each Fund will issue Shares in Creation Units to Authorized Participants from time to time in exchange for cash. Because
new Shares can be created and issued on an ongoing basis at any point during the life of each Fund, a “distribution,” as such term is used in the 1933 Act, will be occurring. The initial Authorized Participant or an Authorized Participant,
other broker-dealer firm or its client could be deemed a statutory underwriter, and thus would be subject to the prospectus-delivery and liability provisions of the 1933 Act, if it purchased a Creation Unit from each Fund, broke the Creation Unit
down into the constituent Shares and sold the Shares to its customers; or if it chose to couple the creation of a supply of new Shares with an active selling effort involving solicitation of secondary market demand for the Shares. A

 - 3 -

determination of whether one is an underwriter must take into account all the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular case, and
the examples mentioned above should not be considered a complete description of all the activities that would lead to categorization as an underwriter. Authorized Participants, other broker-dealers and other persons are cautioned that some of their
activities may result in their being deemed participants in a distribution in a manner which would render them statutory underwriters and subject them to the prospectus delivery and liability provisions of the 1933 Act. For example, [Name of initial
Authorized Participant], as initial Authorized Participant for the Funds would be a statutory underwriter with respect to its purchase of initial Creation Units of the Funds as described above.

Dealers who are neither Authorized Participants nor “underwriters” but are participating in a distribution (as
contrasted to ordinary secondary trading transactions), and thus dealing with Shares that are part of an “unsold allotment” within the meaning of section 4(3)(C) of the 1933 Act, would be unable to take advantage of the prospectus delivery
exemption provided by section 4(3) of the 1933 Act.

 *******************************

We hope that these responses and the revised disclosures adequately address your comments. To assist with your review, we have attached a
blacklined copy of the changed pages of the registration statement marked to reflect all changes from the Pre-Effective Amendment. If the Staff has any further comments or questions regarding this filing, please contact me at (240) 497-6577.
Thank you for your time and attention to this matter.

 Very truly yours,

 /s/ Kenneth C. Fang

 Kenneth C. Fang

ProShare Capital Management LLC

 Vice President
and Legal Counsel

cc:
Sandra B. Hunter, Esq. (SEC)

 - 4 -

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

CORRESP
1
filename1.htm

SEC Response Letter

 ProShare Capital Management LLC

7501 Wisconsin Avenue

 Suite 1000, East Tower

 Bethesda, MD 20814-6527

March 5, 2012

 VIA EDGAR
CORRESPONDENCE

 Sonia Barros

Special Counsel

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
ProShares Trust II Amendment No. 1 to Form S-1

 Filed on February 14, 2012 (File No. 333-178212)

 Dear Ms. Barros:

 We are writing to respond to your comment letter dated March 1, 2012 concerning Pre-Effective Amendment No. 1 to
the Form S-1 registration statement (the “Pre-Effective Amendment”) filed on behalf of ProShares Trust II (the “Registrant”) on February 14, 2012. For ease of reference, each comment has been restated in italics before our
response. Capitalized terms not otherwise defined have the same meanings as those in the Pre-Effective Amendment.

 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.

 Response: Thank
you. We will await any further comments from the Division of Investment Management.

 Description of the Funds’ Indexes, page 14

2.
We note your response to comment 11 of our letter 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.

 Response: We considered but
decided against providing disclosure on the historical performance of the Index and each Sub-Index, consistent with our approach to disclosure for each of the other funds offered by the Registrant. Although we provide historical benchmark volatility
information for certain “geared” funds of the Registrant (i.e., those funds that seek to match a multiple,

inverse or inverse multiple of a benchmark) to illustrate the effects that compounding may have on those funds, we do not otherwise show performance-related information of any benchmark (we note
that, recently, we provided historical data on the exchange rates for benchmarks of certain geared currency funds of the Registrant to respond to an SEC Staff comment). This is because we do not believe that the historical performance of a
benchmark, such as the Index and/or each Sub-Index, necessarily is useful information or is indicative of the future performance of that benchmark or of a Fund.

3.
We note your response to comment 12 of our letter dated December 27, 2011 and reissue that comment in part. Please revise your disclosure to clarify that the
weights for the Index and each Sub-Index are updated annually.

 Response: The requested change has
been made. Specifically we have revised the last paragraph of the “Description of the Fund’s Indexes – Overview” section of the prospectus to read:

 The weights of the Sub-Indexes, sectors and each Index Component, as applicable, included in the Index and each Sub-Index, are updated annually at the end of each year. Sectors are rebalanced monthly to
the applicable above-mentioned weights; the weighting of each individual Index Component within a particular sector is allowed to float during the year within the overall weight allotted to that sector, and is only rebalanced during the annual
re-weight. The softs sector, referenced in the tables above, is an exception to this rule; the Index Components within the softs sector are rebalanced on a monthly basis.

 Investment Objectives and Principal 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 accountability rules or position limits are reached with respect to futures contracts or if the market for a specific futures contract experiences emergencies. You also state on page 19, however,
that currently, the Funds anticipate that, in the normal course of business and absent any unforeseen circumstances, they will have 100% exposure to swaps. Please advise.

Response: The disclosure on pages 1 and 19 are correct in that the Funds will only invest in swaps in the event position
accountability rules or position limits are reached with respect to futures contracts or if the market for a specific futures contract experiences emergencies or disruptions. Accordingly, the Funds anticipate that, in the normal course of business
and absent any unforeseen circumstances, the Funds will have 0% exposure to swaps. The chart on page 19 will be corrected to reflect this.

 - 2 -

 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 the Funds’ counterparties for
swaps are: UBS AG, Goldman Sachs International and Societe Generale. Since you have not 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 the Trust’s arrangements, please revise your disclosure to describe such arrangements by the Trust.

Response: Although the Funds have not commenced trading or investment activities, each Fund has been established as a legal entity
and may enter into agreements on its own behalf. Prior to the effectiveness of the registration statement to which the Pre-Effective Amendment relates, each Fund will be added to the Registrant’s International Swaps and Derivatives Association
(“ISDA”) Master Agreement with each of the listed counterparties and may enter into swap agreements with such counterparties at the time the Fund commences investment activities. Each Fund enters into the ISDA Master Agreement severally,
not jointly. We have clarified the first sentence of the penultimate paragraph in the section “Risk Factors – The Funds may be subject to counterparty risks” to read:

As of the date of this prospectus, the Funds’ counterparties for swaps may include: UBS AG, Goldman Sachs International and Societe
Generale.

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.

 Response: The requested revisions have been made. Specifically, we have
revised the first two paragraphs under the “Investment Objectives and Principal Investment Strategies – Principal Investment Strategies – Swap Agreements” to read:

Swap agreements are two-party contracts entered into primarily by global financial institutions for a specified period
ranging from a day to more than a year. In a standard swap transaction, the parties agree to exchange the returns on a particular predetermined investment, instrument or index for a fixed or floating rate of return in respect of a predetermined
notional amount. The notional amount of the agreement reflects the extent of a Fund’s total investment exposure under the swap agreement. In the case of futures contracts based indexes, such as the Index and Sub-Indexes, the reference interest
rate is zero, although a financing spread or fee is normally still applied. Transaction or commission costs are reflected in the benchmark level at

 - 3 -

which the transaction is entered. The gross returns to be exchanged are calculated with respect to the notional amount and the benchmark returns to which the swap is linked. Swaps are usually
closed out on a net basis, i.e., the two payment streams are netted in a cash settlement on the payment date specified in the agreement, with the parties receiving or paying, as the case may be, only the net amount of the two payments. Thus,
while the notional amount reflects a Fund’s total investment exposure under the swap agreement (i.e., the entire face amount or principal of a swap agreement), the net amount is a Fund’s current obligations (or rights) under the
swap agreement, which is the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement on any given termination date.

Swap agreements involve, to varying degrees, elements of market risk and exposure to loss in excess of the amount which
would be reflected on the Statement of Assets and Liabilities. The primary risks associated with the use of swap agreements arise from the inability of counterparties to perform. Each Fund that invests in swaps bears the risk of loss of the net
amount, if any, expected to be received under a swap agreement in the event of the default or bankruptcy of a swap counterparty. Each such Fund enters or intends to enter into swap agreements only with large, established and well-capitalized
financial institutions; however, there are no limitations on the percentage of its assets each Fund may invest in swaps. Each Fund that invests in swaps may use various techniques to minimize credit risk.

 - 4 -

 Plan of Distribution, page 86

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

 Response: We had removed this disclosure for consistency with the Registrant’s registration
statements on Form S-1 and S-3 for funds of the Registrant that have already been in existence. As these Funds have yet to commence operations, we can and will add the disclosure regarding the Authorized Participant. Thus, the disclosure in
“Plan of Distributions – Authorized Participants” and “Plan of Distribution – Likelihood of Becoming a Statutory Underwriter” will be revised as shown below (the name of the initial authorized participant will be
included in the revised EDGAR filing in place of [Name of Initial Authorized Participant]):

 Authorized Participants

 The Funds continuously offer Shares in Creation Units to Authorized Participants. It is expected that the
initial Authorized Participant will, subject to certain terms and conditions, make minimum initial purchases of at least two initial Creation Units of each Fund at an initial price per Share of $40.00. A Fund will not commence trading unless and
until the initial Authorized Participant effects the minimum initial purchase with respect to such Funds. Following the initial purchases by the initial Authorized Participant, Shares of the Funds will be offered to Authorized Participants in
Creation Units at each Fund’s respective NAV. On the day that the initial Authorized Participant purchases the initial Creation Unit of a Fund, such Fund’s initial NAV per Share will be established as of the times indicated under the
section “Creation and Redemption of Shares — Creation Procedures — Determination of Required Payment”.

 Authorized Participants, including the initial Authorized Participant, may offer to the public, from time to time, Shares of a Fund from any Creation Units they create. Shares of a Fund offered to the
public by Authorized Participants are offered at a per Share market price that varies depending on, among other factors, the trading price of the Shares of each Fund on the NYSE Arca, the NAV per Share and the supply of and demand for the Shares at
the time of the offer. Shares initially comprising the same Creation Unit but offered by Authorized Participants to the public at different times may have different offering prices. Additionally, the price at which an Authorized Participant sells a
Share may be higher or lower than the price paid by such Authorized Participant in connection with the creation of such Share in a Creation Unit. Authorized Participants do not receive from any Fund, the Sponsor or any of their affiliates, any fee
or other compensation in connection with their sale of Shares to the public, although investors are expected to be charged a customary commission by their brokers in connection with the purchase and sale of Shares that varies from investor to
investor. Investors are encouraged to review the terms of their brokerage accounts for applicable charges.

 As
of the date of this Prospectus, ABN Amro, Banca IMI Securities Corp., BNP Paribas Securities Corp., Credit Suisse Securities USA LLC, Deutsche Bank Securities Inc., EWT, LLC, Goldman, Sachs & Co.,

 - 5 -

Goldman Sachs Execution & Clearing, L.P., J.P. Morgan Securities Inc., Knight Clearing Services LLC, Newedge USA LLC, Nomura Securities International, Inc., SG Americas Securities, LLC,
Timber Hill, LLC, UBS Securities LLC, Virtu Financial BD LLC and Wedbush Morgan Securities, Inc. have each executed an Authorized Participant Agreement and are the only Authorized Participants.

The initial Authorized Participant with respect to the Funds is expected to be [Name of initial Authorized Participant].

 Likelihood of Becoming a Statutory Underwriter

Each Fund will issue Shares in Creation Units to Authorized Participants from time to time in exchange for cash. Because
new Shares can be created and issued on an ongoing basis at any point during the life of each Fund, a “distribution,” as such term is used in the 1933 Act, will be occurring. The initial Authorized Participant or an Authorized Participant,
other broker-dealer firm or its client could be deemed a statutory underwriter, and thus would be subject to the prospectus-delivery and liability provisions of the 1933 Act, if it purchased a Creation Unit from each Fund, broke the Creation Unit
down into the constituent Shares and sold the Shares to its customers; or if it chose to couple the creation of a supply of new Shares with an active selling effort involving solicitation of secondary market demand for the Shares. A determination of
whether one is an underwriter must take into account all the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular case, and the examples mentioned above should not be considered a complete
description of all the activities that would lead to categorization as an underwriter. Authorized Participants, other broker-dealers and other persons are cautioned that some of their activities may result in their being deemed participants in a
distribution in a manner which would render them statutory underwriters and subject them to the prospectus delivery and liability provisions of the 1933 Act. For example, [Name of initial Authorized Participant], as initial Authorized Participant
for the Funds would be a statutory underwriter with respect to its purchase of initial Creation Units of the Funds as described above.

 - 6 -

 Dealers who are neither Authorized Participants nor
“underwriters” but are participating in a distribution (as contrasted to ordinary secondary trading transactions), and thus dealing with Shares that are part of an “unsold allotment” within the meaning of section 4(3)(C) of the
1933 Act, would be unable to take advantage of the prospectus delivery exemption provided by section 4(3) of the 1933 Act.

*******************************

 We hope that these responses and the revised disclosures adequately address your comments. To assist with your review, we attach a blacklined copy of the changed pages of the registration statement marked
to reflect all changes from the Pre-Effective Amendment. If the Staff has any further comments or questions regarding this filing, please contact me at (240) 497-6577. Thank you for your time and attention to this matter.

Very truly yours,

 /s/ Kenneth C. Fang

Kenneth C. Fang

ProShare Capital Management LLC

Vice President and Legal Counsel

cc:
Sandra B. Hunter, Esq. (SEC)

 - 7 -

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

January 18, 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
  Registration Statement on Form S-1
Filed December 22, 2011
  File No. 333-178707

Dear Ms. Doberman:

We have limited our review of your registra tion statement to those issues we have
addressed in our 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 amending your registration statement and providing the
requested information.  Where you do not beli eve 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 refer to your statements on the prospectus  cover page and on page 21 that you are not
an investment company subject to the I nvestment Company Act of 1940.  We note,
however, that you may invest in forward contra cts.  If you are relying on an exemption
from registration under the Investment Co mpany Act of 1940, please tell us.  Please
provide us with a detailed an alysis of this exemption a nd how your investment strategy
will support this exemption.  Please note that we will refer your response to the Division
of Investment Management for further review.
 2. We note that the initial purchases by the in itial Authorized Participant will be two
Creation Baskets, equal to $2 million per Creation Unit, per Fund.  You have only
registered $1 million per F und, however.  Please advise.

Amy Doberman, Esq. ProShares Trust II January 18, 2012 Page 2

 3. Please add disclosure that explains the new CFTC rules on position limits adopted in
October 2011 and the impact those ru les may have on your business.
 4. Throughout the prospectus you state that e ach Fund may hold “certain variable rate-
demand notes and collateralized repurchase agreements.”  Please expand your disclosure
in the prospectus where appropria te to describe what percentage of your assets may be in
these certain variable rate-demand notes a nd collateralized repurchase agreements.
Please explain further what you mean by “certa in” variable rate-demand notes.  For both
of these types of investments, please revise  your disclosure in the prospectus where
appropriate, including in the MD&A, to descri be the credit and liquid ity risks, types of
counterparties, types of collateral and key te rms for these potential investments.
 Prospectus Cover Page

 5. Please confirm that your prospectus cover page will be no more than one page in length.
 Summary, page 1

 6. Please revise the summary section of your prospe ctus to describe 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 involve the engagement by individuals of sophis ticated tax experts.
 Risk Factors, page 6

 7. Please revise the hypothetical that  begins at the bottom of page  6 and ends at the top of
page 7 to illustrate an example us ing three times (3x) leverage.
 Investment Objectives and Principa l Investment Strategies, page 27

 8. Please tell us the percentage of each Fund’ s assets that will be held in Financial
Instruments and the percentage in ea ch type of Financial Instrument.

9. Please add additional disclosure on how you inte nd to roll the futures contracts in which
you intend to invest, or whethe r it is your intent to set tle such contracts, and add
disclosure of any related contango and backwardation risk.  Also discuss how each fund will be rebalanced.  Include a discussion of anticipated fees you ma y incur in connection
with such rebalancing.
10. Please provide historical data on the excha nge rate for each Fund’s underlying currency
and the ICE U.S. Dollar Index.
 11. On page 2 you state that the Financial Inst ruments may include currency-based option
contracts.  Please expand your disclosure in this section to describe such currency-based

Amy Doberman, Esq. ProShares Trust II January 18, 2012 Page 3

 option contracts, including the risks of investing in such co ntracts and the impact it may
have on an investment in any Fund.
 12. Please identify, if known, the anticipated counterp arties to the forward contracts.  Please
also state if you expect there to be counterparty concentration.
 Charges, page 36

 13. Please include an estimate of rebalancing co sts in the breakeven table or in a footnote
thereto.
 14. You refer to expenses that will be paid by the Sponsor in this section.  Please revise your
disclosure to clarify if  the table includes such expenses and to disclose if the Sponsor is
contractually required to make such payments.
 Litigation, page 82

 15. Please provide all the disclosu re required by Item 103 of Regulation S-K for the class
action lawsuit in which Louis Mayberg and Mi chael Sapir have been named defendants.

Part II

 Item 16. Exhibits and Financial Statement Schedules, page II-1

 16. Please file your remaining exhibits as soon as possible in order to allow us sufficient time
to review those documents. If you are not prep ared to file your legal and tax opinions
with your next amendment, please provi de draft opinions for us to review.
 Signatures, page II-5

 17. Please provide the signature of your controlle r or principal accounting officer, or tell us
why you believe it is not required. In additi on, please also provide the signature of the
Sponsor or revise the signature page  to indicate it ha s been provided.

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:

Amy Doberman, Esq. ProShares Trust II January 18, 2012 Page 4

  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.
Please contact Kristina Aberg, Attorney-A dvisor, at (202) 551-3404 or me at
(202) 551-3655 if you have questions regard ing these comments or on any related
matters.
Sincerely,
         / s /  S o n i a  G u p t a  B a r r o s
Sonia Gupta Barros Special Counsel
 cc:  Kenneth C. Fang, Esq.

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.

December 27, 2011
 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
Registration Statement on Form S-1 Filed November 29, 2011 File No. 333-178212
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 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.
 General

 1. We refer to your statements on the prospect us cover page and on page 10 that you are
not an investment company subject to the Investment Company Act of 1940. We
note, however, that you may invest in swap  agreements.  If you are relying on an
exemption from registration under the Inve stment Company Act of 1940, please tell
us.  Please provide us with a detailed analysis of this exemption and how your
investment strategy will support this exemp tion.  Please note that we will refer your
response to the Division of Investme nt Management for further review.
 2. We note that the initial purchases by the in itial Authorized Participant will be two
Creation Baskets, equal to $2 million per Creation Unit, per Fund.  You have only
registered $1 million per Fund, however.  Please advise.

3. Please tell us what consideration you ga ve to including a suit ability section for
potential investors wi th the prospectus.

Amy Doberman, Esq. ProShares Trust II December 27, 2011 Page 2

4. Please add disclosure that explains the new CFTC rules on position limits adopted in
October 2011 and the impact those ru les may have on your business.
 5. Throughout the prospectus you state that e ach Fund may hold “certain variable rate-
demand notes and collateralized repurc hase agreements.”  Please expand your
disclosure in the prospectus  where appropriate to descri be what percentage of your
assets may be in these certain variab le rate-demand notes and collateralized
repurchase agreements.  Please explain further what you mean by “certain” variable rate-demand notes.  For both of these t ypes of investments, please revise your
disclosure in the prospectus  where appropriate, including in the MD&A, to describe
the credit and liquidity risks, types of counterparties, types of collateral and key terms
for these potential i nvestments.
 Prospectus Cover Page

 6. Please state whether or not it is the intent of each Fund to track its respective index
whether positive or negative.
 7. Please state that shareholders who purchase your Shares will rece ive a Schedule K-1.

Summary, page 1

 8. We note that the fund names include the te rm “managed”.  It is unclear from your
disclosure how these are ma naged funds.  Please clarify.

9. In paragraph two of the “Overview” sec tion, you state that each Fund will invest in
Financial Instruments to gain exposure to the applicable index, as a substitute for
investment directly in Commodities Futures Co ntracts or Financial Futures Contracts.
In the first sentence of paragraph three,  however, you state that each Fund will
primarily invest in Commodities Futures Contracts or Financial Futures Contracts.  Please clarify to what extent the Funds a ssets will be invest ed in Commodities
Futures Contracts or Financial Futures Contracts, and to what extent they will be invested in related Fina ncial Instruments.
 Description of the Funds’ Indexes, page 14

 10. We refer to the example on page 17 provided in your discussion of rebalancing sector
weights.  You note that the Index, assuming energy is long, will rebalance the Japanese yen and grains to 6.85% and 11.16% , respectively.  This does not match the
Index weight provided on page 14.  Please advise.
 11. Please disclose when the Index and each Sub-Index were developed.  We may have
further comments.

Amy Doberman, Esq. ProShares Trust II December 27, 2011 Page 3
 12. Please describe the procedures or met hodology for computing the index weights over
time and how often the weighting scheme changes.
 13. We note your disclosure in th is section that the sectors are rebalanced monthly and
that long or short positions will change monthly.  Please explain how this monthly
rebalancing and change in long or short pos itions may affect the performance of each
Fund and the level of volatility and risk to investors.
 Investment Objectives and Principa l Investment Strategies, page 19

 14. Please provide additional disclosure on your investment objectives and strategies.
Please revise your disclosure to explain wh at you mean by “obtain exposure to the
Index or to a Sub-Index.”  For example, if  you intend to track the performance of the
Index or to a Sub-Index over a certain pe riod of time, please clearly state so and
describe the relevant  time periods.
 15. On page 1 you state that the Sponsor relies  on a pre-determined model to generate
orders.  Please explain what this model is  designed to accomplish, how it was derived
and whether it can be changed.  If it can be changed, please describe how and when
will you notify shareholders.

16. Please include a detailed discussion of how  position limits may impact the Funds.
 Swap Agreements, page 19

 17. Please identify, if known, the counterparties to any swap agreements into which you
may enter.  In addition, indicate the potent ial percentage of fund assets that you may
invest in swap agreements, or indicate if  there is a limit on th e percentage of fund
assets that may be invested in swap agreements.  If no such limit exists, please disclose.
18. You state that the notional amounts reflect th e extent of a Fund’s total investment
exposure under the swap agreement.  You al so state, however, that each Fund that
invests in swaps bears the risk of loss of the net amount.  Please revise your
disclosure to clarify that each Fund’s expos ure is the notional amount and revise your
risk factor on page 7 and your MD&A  section on page 25 accordingly.
 Charges, page 27

 19. Please include an estimate of rebalancing co sts in the breakeven table or in a footnote
thereto.
 20. You refer to expenses that will be paid by the Sponsor in this section.  Please revise
your disclosure to clarify if the table incl udes such expenses and to disclose if the
Sponsor is contractually require d to make such payments.

Amy Doberman, Esq. ProShares Trust II December 27, 2011 Page 4

Amy Doberman, Esq. ProShares Trust II December 27, 2011 Page 5
 Litigation, page 68

 21. Please provide all the disclosu re required by Item 103 of Regulation S-K for the class
action lawsuit in which Louis Mayberg and Michael Sapir have been named
defendants.
 Part II

 Item 16.  Exhibits and Financia l Statement Schedules, page II-1

 22. Please file your remaining exhibits as soon as possible in order to allow us sufficient
time to review those documents. If you are not prepared to file  your legal and tax
opinions with your next amendment, please pr ovide draft opinions for us to review.
 Signatures, page II-5

 23. Please provide the signature of your contro ller or principal accounting officer, or tell
us why you believe it is not required.  In a ddition, please also provi de the signature of
the Sponsor or revise the signature pa ge to indicate it has been provided.

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.

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

Amy Doberman, Esq. ProShares Trust II December 27, 2011 Page 6
 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.
 You may contact Kristina Ab erg, Attorney-Advisor, at ( 202) 551-3404 or me at (202)
551-3655 if you have questions regarding these comments or with any other questions.

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

CORRESP
1
filename1.htm

Correspondence

 ProShare Capital Management LLC

7501 Wisconsin Avenue

 Suite 1000, East Tower

 Bethesda, MD 20814-6527

December 21, 2011

 VIA EDGAR
CORRESPONDENCE

 Sonia Gupta Barros, Esq.

 Special Counsel

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Re:
ProShares Trust II Registration Statement on Form S-1

Filed on September 16, 2011 (File No. 333-176878)

 Dear Ms. Barros:

 We are writing to respond to your comment letter dated
October 17, 2011 concerning the Form S-1 registration statement (the “Registration Statement”) filed on behalf of ProShares Trust II (the “Registrant”) on September 16, 2011. As you know, the Registration Statement was
filed in response to a request by the Securities and Exchange Commission staff (the “Staff”) to move the registration of the offering of securities of eleven series of the Registrant from an already effective Form S-3 registration
statement (File No. 333-163511) to a Form S-1 registration statement. For ease of reference, each comment has been restated in italics before our response. Capitalized terms not otherwise defined have the same meanings as those in the
Registration Statement.

 Registration Statement

1.
Comment: We note that you have included in this registration statement eleven separate series. The cover page of each prospectus included in the registration
statement states that the Trust may from time to time offer to sell common units of beneficial interest of other series of the Trust identified in the future by supplement. Please tell us why you believe it would be appropriate to include additional
series in future supplements to the prospectus.

 1

 Response: We understand that additional series of the Trust that are not currently
offered by the Trust would be added by amendment to the Registration Statement and not by supplement. Therefore, we have removed references indicating that the Trust may from time to time offer to sell common units of beneficial interest of other
series of the Trust identified in the future by supplement.

 Prospectuses

2.
Comment: We refer to your statements on the prospectus cover page and on page 17 that you are not an investment company subject to the Investment
Company Act of 1940. We note, however, that you may invest in forward contracts and swap agreements. If you are relying on an exemption from registration under the Investment Company Act of 1940, please tell us. Please provide us with a detailed
analysis of this exemption and how your investment strategy will support this exemption. Please note that we will refer your response to the Division of Investment Management for further review.

Response: The Funds will not be “investment companies” within the meaning of the Investment Company Act of 1940, as
amended (the “1940 Act”) because they will not be engaged, and do not propose to engage, primarily in the business of investing, reinvesting or trading in securities. You note specifically the Funds’ investments in forward contracts
and swap agreements, which will be based on underlying commodities or currencies, and ask why the Funds are excluded from the definition of investment company. In short, we do not believe that the Funds’ investments in such forward contracts or
swap agreements are investments in “securities.” Accordingly, we do not believe that such investments should cause the Funds to register as investment companies under the 1940 Act.

Although neither the SEC nor its Staff has definitively opined on whether the definition of “security” under the 1940 Act
includes forward contracts on commodities or currencies, the Staff has provided no-action relief treating forward contracts as falling outside the 1940 Act’s definition of security. See, e.g., PIMCO Funds (pub. avail. July 9,
2002) (although the Staff does not opine on whether currency-linked derivatives are “investment securities” under the 1940 Act, the Staff provides no-action relief permitting a fund to treat such derivatives, including forward contracts on
currency, as non-“investment securities”). In fact, the Staff has in certain instances assumed that “forward and spot currency contracts and currency options are not securities within the [1940] Act’s definition.” See
Drinker Biddle & Reath LLP (pub. avail. Dec. 18, 1998) (no-action relief from Section 17(e) of the 1940 Act).

 2

 Swap agreements on commodities and currencies also are not securities under the 1940 Act.
In this regard, Congress recently clarified the SEC’s role in the regulation of swap agreements with the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). Title VII of the Dodd-Frank Act
divides the regulation of derivatives between “swaps” regulated by the CFTC and “security-based swaps” regulated by the SEC. In establishing jurisdictional boundaries, the Dodd-Frank Act conferred to the SEC regulation over
“security-based swaps,” which are swap agreements based on, among other things, a narrow-based security index or a single security or loan, including in each case any interest therein or the value thereof. Other types of swap agreements,
including commodity-linked and currency-linked swap agreements, are subject to regulation by the CFTC. The swap agreements that the Funds invest in are not “security-based swaps” and are clearly within the CFTC’s jurisdiction.

 Consistent with this jurisdictional divide, the Sponsor is registered as a commodity trading advisor and commodity pool
operator and each Fund is deemed to be a commodity pool under the Commodity Exchange Act. As a commodity trading advisor and commodity pool operator, the Sponsor is subject to comprehensive regulation by the CFTC.

Although the Funds may also invest in money market instruments, the Staff has recognized that a commodity pool's balance sheet may not
necessarily be a useful indicator of the pool's primary business for purposes of assessing the pool's status under the 1940 Act. The Staff has taken the position, therefore, that in determining the primary business of a commodity pool, the most
important factor to be considered is the portion of the pool's business with respect to which it anticipates realization of the greatest gains and exposure to the largest risk of loss. See Peavey Commodity Futures Fund (pub. avail.
June 2, 1983). In the Staff’s view, a commodity pool's primary business should be deemed to be investing or trading in commodity interests (and, therefore, it should not be considered an investment company subject to 1940 Act regulation)
if (1) the pool looks primarily to commodity interests as its principal intended source of gains, (2) the pool anticipates that commodity interests present the primary risk of loss, and (3) the pool's historical development, public
representations of policy (in its

 3

prospectus or offering circular and in marketing materials), and the activities of those charged with management of the pool demonstrate that the pool's primary business is investing or trading
in commodity interests, rather than securities. See Managed Futures Association (pub. avail. Jul. 15, 1996).

 The
Funds’ principal source of gains and their primary risk of losses will clearly be driven by changes in the value of the commodity-linked, currency-linked or futures based equity market volatility Financial Instruments held by the Funds, and not
by changes in the value of securities. The investments in money market instruments are designed to collateralize the Financial Instruments exposure that each Fund obtains and to preserve principal. In addition, the historical development, public
representations of policy and the activities of management have all indicated that the Funds are commodity pools, and not investment companies. The disclosure for each Fund has, since its inception, indicated that such Fund is a commodity pool and
not an investment company. These disclosures are subject to, and have complied with, the requirements set forth by the National Futures Association (the “NFA”), a CFTC-registered futures association, and each filing is reviewed and subject
to comment by the NFA.

 In conclusion, we believe that the Funds will not be primarily engaged in investing, reinvesting or
trading in securities but in investing, reinvesting and/or in trading commodity-linked, currency-linked or futures based equity market volatility Financial Instruments.

 Prospectus Cover Page

3.
Comment: Please clearly identify the benchmark for each Fund on the cover page. In addition, please clarify that most Funds will not invest in the
benchmark’s underlying assets, but will attempt to match benchmark returns through investments in certain financial instruments.

 Response: The requested disclosure clarifying the identity of each Fund’s benchmark has been added to the cover page of each prospectus in the Registration Statement. In addition, we have
added disclosure to the Commodity Index Funds’ and Currency Funds’ prospectus clarifying that the Funds described in such prospectus do not currently intend to invest directly in any commodity or currency, but will attempt to gain exposure
to the applicable commodity index, currency benchmark, commodity or currency through Financial Instruments.

 4

 Risk Factors, page 4

Due to the compounding of daily returns . . ., page 4

4.
Comment: Please revise this risk factor to provide an example that illustrates losses in addition to or in lieu of gains and present the example with
losses first. Please also include a total return example that is for a period of longer than five days.

Response: The referenced disclosure has been revised to illustrate an overall benchmark loss in addition to an overall benchmark
gain for a period of seven days. The example showing an overall benchmark loss is presented first.

 We believe that
illustrations of total return for periods longer than seven days are reflected in the one-year estimated Fund return tables cited in Comment 5. The tables provide investors with an ability to gauge the effects of benchmark volatility and benchmark
performance on a particular type of Fund (i.e., leveraged, inverse and inverse leveraged fund) over a one-year period under the assumptions provided. As noted in our response to Comment 5, the tables reflect the effects of compounding. With such
tables, an investor can estimate the returns of a Fund factoring in the effects of compounding under a variety of circumstances, including scenarios reflecting an overall benchmark loss and/or an overall benchmark gain under particular benchmark
volatility assumptions.

5.
Comment: We refer to your disclosure on page 8 that states that “the table shows, with a benchmark volatility of 40%, such a fund would return
3.1%, again absent the effects of compounding.” Given that the point of the table is to show estimated fund returns over a one-year period, please explain to us why you have removed the effects of compounding from the table.

 Response: The above-referenced table and accompanying tables do include the effects of compounding.
Therefore, we have revised the sentence to read, “[h]owever, as the table shows, with a benchmark volatility of 40%, such a fund would return 3.1%.”

 Description of the Dow Jones–UBS Commodity Index and Subindexes, page 22

6.
Comment: Please provide the current percentage make-up of the composite commodities of the Dow Jones–UBS Commodity Index.

 Response: We have provided the current percentage make-up of the composite commodities of the Dow
Jones–UBS Commodity Index as of September 30, 2011.

 5

7.
Comment: We refer to your description of the Dow Jones–UBS Natural Gas Subindex on page 23. Please revise your disclosure to expand your
description of this Subindex, including how the roll feature works and the impact that contango and backwardization may have on its performance. Please provide quantitative disclosure that illustrates how the Subindex may differ from the spot price
of natural gas. Please also consider revising your risk factor, “The Commodity Index Funds are linked to indexes comprised of commodity futures contracts, and are not directly linked to the spot prices . . . .” on page 13 accordingly.

 Response: We have added disclosure to the description of the Dow Jones–UBS Commodity Index and Dow
Jones – UBS Natural Gas Subindex sections that further explains how the roll feature operates for each of these indexes. Rather than expand on the description of the risks associated with contango and backwardation and/or the risk that the Dow
Jones – UBS Natural Gas Subindex may differ from the spot price of natural gas in the description of such Subindex, we believe that comprehensive descriptions of such risks are more appropriately found in the “Principal Risks” section
of the prospectus. Therefore, we have also included a citation to the risk factor regarding contango and backwardation, as well as a citation to the risk factor on variations between the futures prices and the spot prices on such commodities in the
description of the Dow Jones – UBS Commodity Index and the Dow Jones–UBS Natural Gas Subindex, to remind investors of the impact that both have on the Funds.

 In addition, we have updated the risk factor entitled, “[T]he Commodity Index Funds are linked to indexes comprised of commodity futures contracts, and are not directly linked to the spot prices of
the underlying physical commodities,” to quantitatively illustrate how the Dow Jones – UBS Natural Gas Subindex could either underperform or outperform the spot price of natural gas over a one-year period.

Investment Objectives and Principal Investment Strategies, page 27

8.
Comment: Please tell us the percentage of each Fund’s assets that will be held in Financial Instruments and the percentage in each type of
Financial Instrument.

 Response: Each Fund will be exposed to Financial Instruments. The amount of
these exposures differs with each particular Fund and may be changed without shareholder approval at any given time. Currently, the Funds anticipate that they will be exposed to the specific Financial Instruments in the following amounts:

 6

Swaps

Forwards

Futures

Low

High

Low

High

Low

High

 Ultra DJ-UBS Natural Gas

0%

0%

200%

 UltraShort DJ-UBS Natural Gas

0%

0%

-200%

 Ultra DJ-UBS Commodity

200%

0%

0%

 UltraShort DJ-UBS Commodity

-200%

0%

0%

 Ultra VIX Short-Term Futures

0%

0%

200%

 Short VIX Short-Term Futures

0%

0%

-100%

 VIX Short-Term Futures

0%

0%

100%

 VIX Mid-Term Futures

0%

0%

100%

 Ultra Euro

0%

200%

0%

 Ultra Yen

0%

200%

0%

9.
Comment: With respect to the Natural Gas Funds, please discuss in greater detail how you intend to roll futures contracts and how position limits may
affect the Natural Gas Funds.

 Response: Generally, the Registrant will roll the Natural Gas
Funds’ and the other Commodity Index Funds’ futures contracts in a manner and at times that correlate to the manner and times that the Funds’ underlying benchmarks roll their futures contracts. This is to ensure adequate tracking and
correlation to meet the investment objectives of such Funds.

 As described further in the Principal Investment Strategies
section of the prospectus, the Natural Gas Funds will ordinarily take long or short positions in

 7

futures contracts. However, there may be times that the position limits with respect to the natural gas futures contracts are met and the Funds can no longer obtain adequate exposure to such
natural gas futures contracts. In these circumstances, the Natural Gas Funds may obtain exposure to their underlying benchmarks by investing in other futures contracts that are not based on the particular natural gas futures contracts comprising a
Fund’s benchmark, if such instruments demonstrate a high correlation with the futures contracts that comprise the benchmark. In addition, under such circumstances, the Natural Gas Funds may invest i

CORRESP
1
filename1.htm

Correspondence

 ProShare Capital Management LLC

7501 Wisconsin Avenue

 Suite 1000, East Tower

 Bethesda, MD 20814-6527

December 21, 2011

 VIA EDGAR
CORRESPONDENCE

 Sonia Gupta Barros, Esq.

 Special Counsel

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Re:
Post-Effective Amendment #5 to ProShares Trust II Registration Statement on Form S-3, Filed on September 28, 2011 (File No. 333-163511)

 Dear Ms. Barros:

 We are writing to respond to the oral comments that you provided to us on October 17, 2011, concerning Post-Effective Amendment #5 (the “Post-Effective Amendment”) to the Form S-3
registration statement filed on behalf of ProShares Trust II (the “Registrant”) on September 28, 2011. As you know, the Post-Effective Amendment was filed in response to a request by the Securities and Exchange Commission staff (the
“Staff”) to move the registration of the offering of securities of eleven series of the Registrant from the currently effective Form S-3 registration statement to a new Form S-1 registration statement (File No. 333-176878). For ease
of reference, each comment has been restated in italics before our response. Capitalized terms not otherwise defined have the same meanings as those in the Post-Effective Amendment.

1.
Comment: Please conform the Post-Effective Amendment to address all applicable comments provided by the Staff in its October 17, 2011 letter to Amy R.
Doberman, Esq., General Counsel, ProShares Trust II re: ProShares Trust II Registration Statement on Form S-1, Filed September 16, 2011, File No. 333-176878.

Response: The requested changes have been made. In addition, we have provided a supplemental response to Comment 8 of that letter
below:

 Comment 8: Please tell us the percentage of each Fund’s assets that will be held in Financial
Instruments and the percentage in each type of Financial Instrument.

 1

 Response: Each Fund will be exposed to Financial Instruments. The amount of these
exposures differs with each particular Fund and may be changed without shareholder approval at any given time. Currently, the Funds anticipate that they will be exposed to the specific Financial Instruments in the following amounts:

Swaps

Forwards

Futures

Low

High

Low

High

Low

High

 Ultra Silver Bullion

0
%

0
%

199
%

200
%

0
%

1
%

 UltraShort Silver Bullion

0
%

0
%

-199
%

-200
%

0
%

-1
%

 Ultra Gold Bullion

0
%

0
%

199
%

200
%

0
%

1
%

 UltraShort Gold Bullion

0
%

0
%

-199
%

-200
%

0
%

-1
%

 Ultra DJ-UBS Crude Oil

115
%

150
%

0
%

0
%

50
%

85
%

 UltraShort DJ-UBS Crude Oil

-115
%

-150
%

0
%

0
%

-50
%

-85
%

 UltraShort Euro

0
%

0
%

-200
%

-200
%

0
%

0
%

 UltraShort Yen

0
%

0
%

-200
%

-200
%

0
%

0
%

2.
Comment: Please confirm supplementally and provide supporting analysis that each of: a) ProShares UltraShort DJ-UBS Crude Oil; b) ProShares UltraShort Gold;
and c) ProShares UltraShort Silver have $75 million or more in voting and non-voting common equity held by non-affiliated persons of the Funds.

 Response: We confirm that each of ProShares UltraShort DJ-UBS Crude Oil; ProShares UltraShort Gold and ProShares UltraShort Silver has greater than $75 million in voting and non-voting common
equity held by non-affiliated persons of such Funds as of the date of this filing. We also confirm that each of the other Funds has greater than $75 million in voting and non-voting common equity held by non-affiliated persons of such Funds as of
the date of this filing. The following table shows the total value of creation shares of each Fund outstanding as of December 15, 2011.

 2

 Fund Name

Ending
Assets
as of
December 15, 2011

 ProShares UltraShort Silver

$
246,639,141

 ProShares UltraShort Gold

$
169,916,968

 ProShares UltraShort DJ-UBS Crude Oil

$
145,159,591

 *    *    *    *    *

 We hope that these responses and revised disclosures adequately address your comments. To assist with your review, we
attach a blacklined copy of the Post-Effective Amendment marked to reflect all changes.

 If the Staff has any further comments
or questions regarding this filing, please contact me at (240) 497-6577. Thank you for your time and attention to this matter.

Very truly yours,

/s/ Kenneth C. Fang

 Kenneth C. Fang

 ProShare
Capital Management LLC

 Vice President and Legal Counsel

 3

October 17, 2011
 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
  Registration Statement on Form S-1
Filed September 16, 2011
  File No. 333-176878

Dear Ms. Doberman:
 We have limited our review of your registra tion statement to those issues we have
addressed in our 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.  Where you do not be lieve 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.

Registration Statement

1. We note that you have included in this regist ration statement eleven separate series.
The cover page of each prospectus included in the registration statement states that
the Trust may from time to time offer to sell  common units of beneficial interest of
other series of the Trust iden tified in the future by suppl ement.  Please tell us why
you believe it would be appropriate to include  additional series in future supplements
to the prospectus.

Prospectus for ProShares Ultra DJ-UBS Commodity et al.

General
 2. We refer to your statements on the prospect us cover page and on page 17 that you are
not an investment company subject to the Investment Company Act of 1940. We
note, however, that you may invest in forwar d contracts and swap agreements.  If you

Amy Doberman, Esq. ProShares Trust II October 17, 2011 Page 2
 are relying on an exemption from registra tion under the Investme nt Company Act of
1940, please tell us.  Please pr ovide us with a detailed anal ysis of this exemption and
how your investment strategy will support this exemption.  Please note that we will refer your response to the Division of Inve stment Management for further review.
 Prospectus Cover Page

 3. Please clearly identify the benchmark for each Fund on the cover page.  In addition,
please clarify that most Funds will not i nvest in the benchmark’s underlying assets,
but will attempt to match benchmark return s through investments in certain financial
instruments.
Risk Factors, page 4

 Due to the compounding of daily returns . . . ., page 4

 4. Please revise this risk factor to provide an example that i llustrates losses in addition to
or in lieu of gains and present the exampl e with losses first.  Please also include a
total return example that is for a period of longer than 5 days.

5. We refer to your disclosure on page 8 that  states that “the table shows, with a
benchmark volatility of 40%, such a fund woul d return 3.1%, again absent the effects
of compounding.”  Given that the point of the table is to  show estimated fund returns
over a one-year period, please explain to us why you have  removed the effects of
compounding from the table.
 Description of the Dow J ones–UBS Commodity Index and Subindexes, page 22

 6. Please provide the current percentage make -up of the composite commodities of the
Dow Jones–UBS Commodity Index.
 7. We refer to your description of the Do w Jones–UBS Natural Gas Subindex on page
23.  Please revise your disclo sure to expand your descri ption of this Subindex,
including how the roll feature work s and the impact that contango and
backwardization may have on its performance.   Please provide quantitative disclosure
that illustrates how the Subindex may differ from the spot price of natural gas.  Please also consider revising your risk factor, “The Commodity Index Funds are linked to
indexes comprised of commodity futures cont racts, and are not directly linked to the
spot prices . . . .” on page 13 accordingly.
 Investment Objectives and Principa l Investment Strategies, page 27

 8. Please tell us the percentage of each Fund’ s assets that will be held in Financial
Instruments and the percentage in ea ch type of Financial Instrument.

Amy Doberman, Esq. ProShares Trust II October 17, 2011 Page 3
 9. With respect to the Natural Gas Funds, pleas e discuss in greater detail how you intend
to roll futures contracts and how position li mits may affect the Natural Gas Funds.
 Charges, page 42

 10. To the extent that you anticipate rebalancing costs and such costs are not reflected in
the Breakeven Table, please revise the narr ative or provide footnote disclosure, as
appropriate, to reflect these costs.
Material U.S. Federal Income Tax Considerations, page 53

 11. We note that your shareholders will recei ve a Schedule K-1 that reports their
allocable portion of tax items.  Please cons ider explaining this on the cover page of
the prospectus.  Please also include risk factor disclosure in the summary of the
prospectus and in the risk factor section on issues investors may face because of this
tax treatment.  In particular we note th at Schedules K-1 are usually complex and
involve the engagement by individuals of sophis ticated tax experts.
 Incorporation by Reference of Certain Documents, page 96

12. We refer to the last bullet point on page 97 that forward incorporates all reports filed
pursuant to Section 13(a) of  15(d) of the Exchange Act since December 31, 2010 and
prior to the effectiveness of this registrati on statement.  Form S-1 does not provide for
forward incorporation by reference of Exchange Act reports.  If you wish to
incorporate by reference an Exchange Act repo rt filed after your initial filing date but
prior to effectiveness, you must file a pr e-effective amendment a nd include a specific
reference to such report.  Refer to Secu rities Act Forms Compliance and Disclosure
Interpretation 113.05

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

General
 13. Please conform the VIX Funds prospectus to  all applicable comments above related
to the prospectus for ProShares Ultra DJ-UBS Commodity et al.
 Prospectus Cover Page

 14. Please clearly identify the benchmark associat ed with each Fund and clarify that it is
the intent for the Matching F unds to track the benchmark.

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.

Amy Doberman, Esq. ProShares Trust II October 17, 2011 Page 4

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.  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.

August 18, 2011
 Via E-mail

Mr. Edward Karpowicz Principal Financial Officer Proshares Trust II c/o ProShare Capital Management LLC 7501 Wisconsin Avenue, Suite 1000 Bethesda, Maryland 20814

Re: Proshares Trust II
 Form 10-K for the year ended December 31, 2010
Filed March 1, 2011 File No. 1-34200

Dear Mr. Karpowicz:
 We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Kevin Woody
Kevin Woody Branch Chief

CORRESP
1
filename1.htm

Correspondence Letter

 ProShares Trust II

 c/o ProShare Capital Management LLC

 7501 Wisconsin Avenue, Suite 1000

Bethesda, Maryland 20814

 (240) 497-6400

 August 18, 2011

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, 2010

    Filed March 1, 2011

     File No. 1-34200

 Dear Mr. Woody:

 Please find below the responses to your comments of August 11, 2011 to ProShares Trust II’s (the “Trust”) Form 10-K for the year ended December 31, 2010 and Form 10-Q for the
three months ended June 30, 2011. Each of your comments is set forth below, followed by the Trust’s response.

 Form 10-K for the
fiscal year ended December 31, 2010

 Financial Statements

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

1.
Comment: We note your response to prior comment 2. We are unable to concur that it is apparent that the audit opinion included within your filing addresses the
trust and each series individually.

 Response: The Trust believes the intent of the wording of the audit
opinion included in the Form 10-K was to cover each respective series of the Trust and the Trust as a whole; however, the Trust’s auditor will revise its opinion accordingly, and the revised opinion will be included in an amendment to the
Form 10-K.

 Quarterly Report for the three months ended June 30, 2011

2.
Comment: We were not able to locate your financial statements in interactive data format using Extensible Business Reporting Language or XBRL. Please advise.

 Response: SEC Release No. 33-9002, “Interactive Data to Improve Financial Reporting,”
dated January 30, 2009, provides that each company’s initial interactive data submission has a 30-day grace period, and therefore may be submitted as an amendment to a periodic report within 30 days after the earlier of the due date or
filing date of the related report. The release further provides that, in year two for the first filing that is required to have footnotes and schedules tagged using all levels of detail (i.e., detailed tagging), the interactive data exhibit
may be submitted within 30 days after the earlier of the due date or filing date of the periodic report. Rule 405(a)(2)(ii) of Regulation S-T provides that an interactive data file may be submitted as an amendment to a form that contains the
required disclosure: (i) if the amendment is filed no more than 30 days after the earlier of the due date or filing date of the form; and (ii) the interactive data file is either the first interactive data file submitted or the first
interactive data file submitted that complies or is required to comply, whichever occurs first, with the detailed tagging requirements of paragraph (d)(1) through (d)(4), (e)(1) and (e)(2) of Rule 405.

Accordingly, since the Trust is in year two of its interactive data filing requirements and the Trust’s Quarterly Report on Form 10-Q
for the three months ended June 30, 2011 was the first filing that was required to have footnotes and schedules tagged using all levels of detail, the Trust intends to furnish its interactive data information in an amendment to its Quarterly
Report on Form 10-Q within 30 days after the earlier of the due date or filing date of the Form 10-Q.

*        *        *
  *

 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

August 11, 2011
 Via E-mail

Mr. Edward Karpowicz Principal Financial Officer Proshares Trust II c/o ProShare Capital Management LLC 7501 Wisconsin Avenue, Suite 1000 Bethesda, Maryland 20814

Re: Proshares Trust II
 Form 10-K for the year ended December 31, 2010
Filed March 1, 2011 File No. 1-34200

Dear Mr. Karpowicz:
 We have reviewed your first response lett er filed July 13, 2011 and have the following
additional comments.  Where i ndicated, we think you should revise your document in response
to these comments.  If you disagree with our co mment, we will consider your explanation as to
why our comment is inapplicable or a revision is  unnecessary.  Please be as  detailed as necessary
in your explanation.  In our co mments, we may ask you to provide us with information so we
may better understand your disclosure.  After reviewing this inform ation, we may raise
additional comments.  Form 10-K for the fiscal year ended December 31, 2010

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

 1. We note your response to prior comment 2.  We are unable to concur that it is apparent
that the audit opinion included with in your filing addresses the trust and each series individually.
 Quarterly Report for the Three Months Ended June 30, 2011

 2. We were not able to locate your financial st atements in interactive data format using
Extensible Business Reporting Lan guage or XBRL.  Please advise.

Edward Karpowicz
 Proshares Trust II  August 11, 2011  Page 2
 You may contact Howard Efr on, Staff Accountant, at (202)  551-3439 or me at (202) 551-
3629 if you have questions regarding comments on the fi nancial statements and related matters.

Sincerely,
         /s/ Kevin Woody
Kevin Woody Branch Chief

CORRESP
1
filename1.htm

Correspondence

 ProShares Trust II

 c/o ProShare Capital Management LLC

 7501 Wisconsin Avenue, Suite 1000

Bethesda, Maryland 20814

 (240) 497-6400

 July 13, 2011

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, 2010

 Filed March 1, 2011

 File No. 1-34200

 Dear Mr. Woody:

 Please find below the responses to your comments of June 23, 2011 to ProShares Trust II’s (the “Trust”) Form 10-K for the year ended December 31, 2010. Each of your comments is
set forth below, followed by the Trust’s response.

 Item 9A. Controls and Procedures, pages 98 to 99

1.
Comment: Please disclose in an amended filing that management has evaluated the disclosure controls and procedures at the individual series level, along with the
Registrant in total, and the conclusions of such evaluations. Likewise, please make similar revisions to management’s assessment of internal controls over financial reporting. Additionally, add appropriate disclosure within Item 9A which
will clarify that the scope of your certifications applies at the series level as well as the Registrant taken as a whole, and that the principal executive officer and principal financial officer are certifying as to the Registrant as a whole, as
well as to each series. Please be aware that it would be inappropriate to change the wording of the certifications themselves. Finally, please make corresponding changes to your quarterly reports and confirm that you will provide similar disclosure
in all future periodic reports.

 Response: The Trust will disclose in an amended filing clarifying
language that management has evaluated the disclosure controls and procedures at the individual series level, along with the Trust in total, and the conclusions of such evaluations. The Trust will also make similar revisions to management’s
assessment of internal controls over financial reporting. Additionally, the Trust will add appropriate disclosure within Item 9A which will clarify that the

scope of the Trust’s certifications applies at the series level as well as the Trust taken as a whole, and that the principal executive officer and principal financial officer are certifying
as to the Trust as a whole, as well as to each series. Finally, the Trust will make corresponding changes to its quarterly reports and will provide similar disclosure in all future periodic reports.

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

2.
Comment: Please amend your filing to provide revised audit report language from your accountant which clarifies that the accountant has audited the financial
statements of each respective series in addition to auditing the financial statements for the Registrant in total.

Response: The auditor’s report included in the filing covers each respective series of the Trust and the Trust as a whole.
This is demonstrated in the first paragraph of the report which is worded “ProShares Trust II, comprising the following sixteen funds”. ProShares Trust II is the Registrant and it is comprised of sixteen separate series for which separate
financial statements are issued and included in the Form 10-K. The opinion includes and individually references all entities (ProShares Trust II and the sixteen separate series).

Additionally, after the listing of the sixteen separate series, the report states “(collectively the “Trust’) at
December 31, 2010 and December 31, 2009, and the results of each of their operations, changes in each of their shareholders’ equity and each of their cash flows … (emphasis added)”. This defines the
“Trust” to be ProShares Trust II (Registrant in total) and each of the sixteen individual series. Additionally, “each of their” referenced in the opinion clarifies that the report covers the respective financial statements of
both the Trust (Registrant in total) and each of its sixteen individual series.

 As required by Generally Accepted Auditing
Standards, none of the individual financial statements or any information in the footnotes is labeled “unaudited,” further reinforcing the fact that the Trust and each of the sixteen individual series is and has been covered by the auditor
report.

 We have discussed this comment with our auditors, who concur with the response above.

Note 9 – Legal Proceedings

3.
Comment: Please tell us how you have met the disclosure requirements under 450-20-50 of the accounting standards codification to the class action lawsuit that
has been filed against the Trust and certain of its related officers. In your response, address specifically the requirements of paragraph 50-3 of the above referenced guidance.

Response: ASC 450-20-50 sets forth disclosure requirements regarding loss contingencies. This section states that disclosure of the
nature and in some circumstances the amount of an accrual that is probable and reasonably estimated may be necessary for the financial statements not to be misleading. It further requires the disclosure of loss contingencies that are not recorded on
the balance sheet if realization of such contingencies is at least reasonably possible. Such disclosures should indicate the nature of the contingency, and give an estimate of the possible loss or range of loss or state that such an estimate cannot
be made.

 Paragraph 50-3, which requires that a contingency be disclosed if there is at least a
reasonable possibility that a loss may have been incurred, does not apply given the probability of a loss, or future incurrence of liability, is less than reasonably possible. Management, in consultation with the Trust’s legal counsel, believes
that the complaint described on page 48 under “Legal Proceedings” is routine litigation incidental to the business of the Trust. Management and the Trust’s legal counsel believes the complaint is without merit and that the anticipated
outcome will not adversely impact the financial statements of the Trust or any of its series. Accordingly, no loss contingency has been recorded in the balance sheet and the amount of loss, if any, cannot be reasonably estimated at this time.

 The Trust’s legal counsel will continue to monitor the facts and circumstances of this case and ensure the disclosure
requirements of ASC 450-20-50 are incorporated, as applicable, in subsequent filings.

*        *        *
  *

 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

June 23, 2011
 Via E-mail

Mr. Edward Karpowicz Principal Financial Officer Proshares Trust II c/o ProShare Capital Management LLC 7501 Wisconsin Avenue, Suite 1000 Bethesda, Maryland 20814

Re: Proshares Trust II
 Form 10-K for the year ended December 31, 2010
Filed March 1, 2011 File No. 1-34200

Dear Mr. Karpowicz:
 We have reviewed 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 within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
             Form 10-K for the fiscal year ended December 31, 2010

 Item 9A. Controls and Procedures, pages 98 to 99

1. Please disclose in an amended filing that management has evaluated the disclosure
controls and procedures at the individual series level, along with the Registrant in
total, and the conclusions of such ev aluations. Likewise, please make similar
revisions to management’s assessment of in ternal controls over financial reporting.
Additionally, add appropriate disclosure with in Item 9A which will clarify that the
scope of your certifications appl ies at the series level as we ll as the Registrant taken
as a whole, and that the principal executive officer and principal financial officer are
certifying as to the Registrant as a whole, as well as to each series. Please be aware
that it would be inappropriat e to change the wording of the certifications themselves.

Edward Karpowicz
 Proshares Trust II  June 23, 2011  Page 2
 Finally, please make corresponding changes to your quarterly reports and confirm
that you will provide similar disclosu re in all future periodic reports.

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

2. Please amend your filing to provide revi sed audit report language from your
accountant which clarifies that the accountant has audited th e financial statements of
each respective series in addition to a uditing the financial statements for the
Registrant in total.
 Note 9 – Legal Proceedings

3. Please tell us how you have met the disc losure requirements under 450-20-50 of the
accounting standards codification related to the class action la wsuit that has been filed
against the trust and certain of its rela ted officers.  In your response, address
specifically the requirements  of paragraph 50-3 of the above referenced guidance.

We urge all who are responsible for the accura cy and adequacy of th e disclosure in the
filing to be certain that the fi ling includes the information the S ecurities Exchange Act of 1934
and all applicable Exchange Act rules require.  Since the comp any and its management are in
possession of all facts relating to  a company’s disclosure, they ar e responsible for the accuracy
and adequacy of the disclosures they have made.              In responding to our comments, please provide a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure 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 company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Howard Efr on, Staff Accountant, at (202)  551-3439 or me at (202) 551-
3629 if you have questions regarding comments on the fi nancial statements and related matters.

Sincerely,

        /s/ Kevin Woody

Kevin Woody Branch Chief

Mail Stop 4561

October 28, 2008
 Michael L. Sapir c/o ProShare Capital Management LLC 7501 Wisconsin Avenue Suite 1000 Bethesda, Maryland  20814
Re: Proshares Trust II
Amendment No. 4 to Registrati on Statement on Form S-1
Filed October 21, 2008
  File No. 333-146801

Dear Mr. Sapir:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
Cover page of Prospectus

1. Please disclose on the cover page the ini tial price of $25 per share.  Please see
Regulation S-K, Item 501(b)(3).  Additio nally, please disclose on the cover page
the offering price Authorized Participants will pay following the initial purchase of the creation units by the initial Author ized Participant.  Finally, please also
include disclosure of the offering price to Authorized Participants at a later time in the Plan of Distribution section.

Michael L. Sapir
c/o ProShare Capital Management LLC October 28, 2008 Page 2

Financial Statements of Proshares Trust II

2. We note that you are not currently regist ering two of your agricultural funds and
that you will not currently offer common  units of beneficial interests in such
funds.  Please update your financial statements  in an amended filing to reflect this
change of event.

*     *     *
As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us w ith marked copies of the amendment to
expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  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.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the
time of such request , acknowledging that:
• should the Commission or the staff, acti ng pursuant to delegated authority,
declare the filing effective, it does no t foreclose the Commission from taking
any action with respect to the filing;
• the action of the Commission or the st aff, 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 and the declaration of
effectiveness as a defense in any pr oceeding initiated by the Commission or
any person under the federal securities laws of the United States.
 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

Michael L. Sapir
c/o ProShare Capital Management LLC October 28, 2008 Page 3

We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
You may contact Howard Ef ron at (202) 551-3439 or R obert Telewicz at (202)
551-3438 if you have questions regarding comm ents on the financial statements and
related matters.  Please c ontact Phil Rothenberg at (202)  551-3466 or me at (202) 551-
3852 with any other questions.
     S i n c e r e l y ,

 Michael McTiernan
Special Counsel
cc: Anthony A. Lopez III, Esq. (via facsimile)

CORRESP
1
filename1.htm

Acceleration Request

 PROSHARE CAPITAL MANAGEMENT LLC

 7501 WISCONSIN AVENUE, SUITE 100

 BETHESDA, MARYLAND 20814

 November 19, 2008

 Michael McTiernan

 Special Counsel

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street NE

 Mail Stop 4561

 Washington, D.C. 20549

 Re:

ProShares Trust II (the “Company”) Pre-Effective Amendment No. 5 to the Registration

Statement on Form S-1 (File No. 333-146801)

 Dear Mr. McTiernan:

 Pursuant to Rule 461(a) under the Securities Act of 1933, as amended (the “Act”), ProShare Capital Management LLC as sponsor of the Company, hereby requests acceleration of the effective date of the Company’s Registration
Statement on Form S-1, File No. 333-146801, so that the Registration Statement may be declared effective at 9:00 a.m. on Thursday, November 20, 2008, or as soon as practicable thereafter.

 We hereby acknowledge that:

1.
Should the Securities and Exchange Commission (the “Commission”), or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare
this filing effective, it does not foreclose the Commission from taking any action with regard to the filing;

2.
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 responsibility for the
adequacy and accuracy of the disclosure in this filing;

3.
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; and

4.
The Company is aware of its respective obligations and responsibilities under the Act and the Securities Exchange Act of 1934, as amended, as they relate to the above referenced
Registration Statement

Very truly yours,

PROSHARES TRUST II

By:

 ProShare Capital Management LLC,

 as
sponsor

By:

/s/ Michael L. Sapir

 Name:

 Title:

 Michael L. Sapir

 Chief Executive
Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

   Mail Stop 4561

August 22, 2008
 Michael L. Sapir c/o ProShare Capital Management LLC 7501 Wisconsin Avenue Suite 1000 Bethesda, Maryland  20814
Re: Proshares Trust II
Amendment No. 2 to Registrati on Statement on Form S-1
Filed August 15, 2008
  File No. 333-146801

Dear Mr. Sapir:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
Description of the Currency Benchmarks, page 42

1. The information that comes from the BI S Survey seems to come from April 2007
data, but your disclosure states that th e data is from December 2007, which is the
date the BIS Survey was published.  Please advise or revise your disclosure to
make clear that the data comes from April 2007.

Michael L. Sapir
c/o ProShare Capital Management LLC August 22, 2008 Page 2  Creation and Redemption of Shares, page 53

2. You state that Authorized Participants “m ay pay” a variable transaction fee.
Please disclose when this fee may be required.

Likelihood of Becoming a Stat utory Underwriter, page 88
3. We note your response to our prior comment  #10 and the disclosure stating that
the initial Authorized Participants “will be” statutory underwriters assuming
certain conditions are satisfie d.  In light of the stated intentions of the initial
Authorized Participants with respect to th e initial baskets, please disclose that
Goldman Sachs Execution & Clearing L.P.  and Merrill Lynch Professional
Clearing Corp. are acting as underwriters with respect to th e initial baskets.

*     *     *
As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us w ith marked copies of the amendment to
expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  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.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
You may contact Howard Ef ron at (202) 551-3439 or R obert Telewicz at (202)
551-3438 if you have questions regarding comm ents on the financial statements and

Michael L. Sapir
c/o ProShare Capital Management LLC August 22, 2008 Page 3  related matters.  Please c ontact Phil Rothenberg at (202)  551-3466 or me at (202) 551-
3852 with any other questions.
     S i n c e r e l y ,

 Michael McTiernan
Special Counsel
cc: Anthony A. Lopez III, Esq. (via facsimile)

Mail Stop 4561

August 1, 2008
 Michael L. Sapir c/o ProShare Capital Management LLC 7501 Wisconsin Avenue Suite 1000 Bethesda, Maryland  20814
Re: Proshares Trust II
Amendment No. 1 to Registrati on Statement on Form S-1
Filed July 9, 2008
  File No. 333-146801

Dear Mr. Sapir:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
General

1. We note that you have omitted certain required information for which you plan to
include in the filing of your next pre-eff ective amendment.  For example, we note
that you have not provided complete  break-even disclosure, certain fee
information, audited financial statements for each of your funds or consents from
your expert advisors.  Please provide this  information in your next amendment on
Form S-1 and note that the Staff will requi re an adequate amount of time in order
to review such information.  Additionall y, please provide an audited balance sheet
as of the most recent fiscal year for ProShare Capital Management LLC.

Michael L. Sapir
c/o ProShare Capital Management LLC August 1, 2008 Page 2

Cover Page of Registration Statement
2. We have read your response to our prior comment #7 but do not agree with your
analysis.  The use of an unallocated shelf is not permitted on Form S-1.  In the fee table, please list separate ly each of the Funds, the proposed maximum aggregate
offering price for such Fund, and the amount of registration fee for such Fund.
Summary, page 1

Principal Investment Strategies, page 5
3. You state that each Fund may also use “o ther financial instruments and techniques
in pursuit of its investment objective”.  Please describe these instruments and
techniques.
Risk Factors, page 13
4. Please include a risk factor addressing th e potential for a court to conclude that
the assets and liabilities of the separate  series of the trust are not segregated
thereby potentially exposing investors in one  series to the liabilities of the other
series, or advise us why you do not believe this is material.
You cannot be assured of the Sponso r’s continued services …, page 13
5. You note that if the Sponsor’s registra tions with the CFTC were revoked, the
Sponsor would no longer be able to pr ovide service to the Funds.  Please
elaborate, both here and on page 33 unde r the subheading “Regulations”, as to
what would happen to the Funds and how it would be detrimental to the Funds if
this occurred.
Legislative changes are being proposed …, page 28
6. Please add further information about this  proposed regulation in another section
of the prospectus, such as under the s ubheading “Regulations” on page 33.
Investment Objectives and Principa l Investment Strategies, page 29
7. We note your response to our prior comme nt #14 and your revised disclosure.
Additionally, please provide further detail to describe how each Fund achieves
200% exposure to the co rresponding benchmark.

Michael L. Sapir
c/o ProShare Capital Management LLC August 1, 2008 Page 3

Description of the Dow Jones – AIG Indexes and Sub-Indices, page 35
8. Please disclose the relationship between the commodity index series and the two
commodity index benchmarks.
Description of the Currencies Benchmarks, page 39
9. In your response to our prior comment #25 you state that you have attached the
BIS Survey, but we have not received it and therefore are reissuing our prior
comment.  We note your usage of the BI S Survey.  Please provide us with
highlighted copies of this and any other study or report that y ou cite or on which
you rely.
Likelihood of Becoming a Stat utory Underwriter, page 79
10. We note your response to our prior comme nt #33 and the revised disclosure.
Based on the current disclosure regarding the intent of the initial authorized
purchaser at the time of effectiveness, it appears the initial purch aser is a statutory
underwriter.  Please revise accordingly.
Signature page
11. Please explain why Mr. Edward Karpowi cz has signed the registration statement
as the principal financial officer but is not  listed on page 56 of the prospectus as
one of the principals of the Sponsor.
*     *     *
As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us w ith marked copies of the amendment to
expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  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.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the

Michael L. Sapir
c/o ProShare Capital Management LLC August 1, 2008 Page 4

securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this
request at least two business days in a dvance of the requested effective date.
You may contact Howard Ef ron at (202) 551-3439 or R obert Telewicz at (202)
551-3438 if you have questions regarding comm ents on the financial statements and
related matters.  Please c ontact Phil Rothenberg at (202)  551-3466 or me at (202) 551-
3852 with any other questions.
     S i n c e r e l y ,

 Michael McTiernan
Special Counsel
cc: Anthony A. Lopez III, Esq. (via facsimile)

Mail Stop 4561
November 15, 2007
 Michael L. Sapir c/o ProShare Capital Management LLC 7501 Wisconsin Avenue Suite 1000 Bethesda, Maryland  20814
Re: Commodities & Currencies Trust
Registration Statement on Form S-1 Filed October 18, 2007
  File No. 333-146801

Dear Mr. Sapir:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. Please provide us with copies of all graphics, maps, photographs, and related
captions or other artwork including logos th at you intend to use in the Prospectus.
Such graphics and pictorial representa tions should not be included in any
Preliminary Prospectus distributed to pr ospective investors prior to the time we
complete our review of such artwork.
2. Please include the dealer prospectus deliv ery obligation as required by Regulation
S-K, Item 502(b).
3. In your Risk Factors section, you note various risks related to regulatory

Michael L. Sapir
c/o ProShare Capital Management LLC November 15, 2007 Page 2

requirements, but do not seem to discuss such regulatory requirements otherwise
in the Prospectus.  Please revise the Prospectus to discuss the material
government laws and regulations that apply to your business.
4. Please provide prior performance information for each of the benchmark indices
or advise us why you believe this is not relevant to pot ential investors.
5. Please provide us with a complete copy of  any sales material which includes all
illustrations and other inserts in the fo rm you, the Authorized Participants, the
Distributor or others expect to distribut e to investors in accordance with Release
No. 33-6900 and by analogy to Item 19D of  Guide 5.  We may have further
comment after we receive your materials.
Cover Page of Registration Statement

6. In addition to listing Commodities & Currenc ies Trust as a registrant, please also
list the name of each of your 48 Funds as co -registrants.  Additionally, please list
each of the corresponding 48 Master Funds as  co-registrants.  Also note that in
addition to the Trust and Master Trust, each Fund and Master Fund must sign the
registration statement.
7. In the fee table, please list separa tely each of the 48 Funds, the proposed
maximum aggregate offering price for such  Fund, and the amount of registration
fee for such Fund.
Front Cover Page of Prospectus
8. You use the term “Authorized Participants”  but do not define it.  Please define it
in plain English.  Additionally, please defi ne other capitalized terms the first time
the terms are used.
9. Please identify the initial authorized participant.
10. Please list the amount of secu rities of each Fund that is offered.  See Regulation
S-K, Item 501(b)(2).
Summary, page 1
11. Please consider adding an organization chart (showing investors, Authorized
Participants, Funds, Master Funds, etc.) to  your summary section so that investors
can more easily understand your structure.

Michael L. Sapir
c/o ProShare Capital Management LLC November 15, 2007 Page 3

12. You disclose that all of your Funds’ i nvestment results ar e “before fees and
expenses.”  In the Summary section, please provide a summary of the fees and expenses described in more detail in  the “Charges” section on page 52.
The Master-Feeder Structure, page 3

13. Please briefly describe in plain Englis h the reference to the “master-feeder
structure.”
Investment Objectives, page 7
14. Please briefly describe, in plain Engl ish, how you intend to achieve the 200%
performance for each of the Ultra Funds and UltraShort Funds, and how you intend to achieve the invers e performance for the Short Funds.   Please also
briefly explain what these objectives m ean, or provide explanatory examples.
Additionally, please provide a more r obust discussion of how you intend to
achieve this performance in your “Inv estment Objectives” section on page 34.
The Managing Owner, page 9

15. We note your disclosure on page 62 which indicates your intention to reinstate
registration with the CFTC as a commod ity pool operator.  Please update us on
the status of your registration and ad just your disclosure on page 9 for
consistency.
Limitation of Liabilities, page 10
16. You state that you have “received an opi nion of counsel that each Fund will be
entitled to the benefits of the limitation on inter-series liability provided under the
Delaware Statutory Trust Act.”  Please st ate the name of such counsel, file the
opinion as an exhibit and file a wr itten consent from such counsel.
Use of Proceeds, page 12
17. We note that “substantially all” of the pr oceeds will be invested in swaps, futures
and forward contracts.  Please disclose how  the remaining proceeds will be raised.

Michael L. Sapir
c/o ProShare Capital Management LLC November 15, 2007 Page 4

Fees and Expenses, page 13

18. We note your disclosure within footnote 2 of page A-2 which indicates that the
Managing Owner will be responsible for paying the fees and expenses of the
Administrator, Custodian and SEI Invest ments (which provides distribution and
marketing services) out of the funds it r eceives from its management fees.  Please
expand your disclosure of management fees to reflect such information.
Risk Factors, page 16
19. Please revise your risk factor subheadings so that each one conveys the specific
risk to you.  Currently, some of your subhead ings merely state a general risk or a
fact about your business.  We note the following non-exhaustiv e list of examples:
• “The Funds and the Master Funds are s ubject to the risks associated with
being newly organized,” (page 16)
• “You may not rely on past performance in deciding whether to buy Shares, “
(page 16)
• “Lack of independent advisers re presenting investors,” (page 17)
• “Net asset value may not always corres pond to market price and, as a result,
Creation Units may be created or redeem ed at a value that differs from the
market price of the Shares,” (page 19)
• “Fewer representative commodities may result in greater benchmark
volatility,” (page 20)
• “Trading on commodity exchanges outside the United States is not subject to
U.S. regulation,” (page 20)
• ““Backwardation” or “contango” in the market prices of benchmark
commodities will affect the valu e of your Shares,” (page 21)
• “The positive performance of swap agr eements, futures and forward contracts,
and therefore your investment, is wholly dependent upon an equal and
offsetting loss,” (page 28)
• “The net asset value calculation of a Master Fund may be overstated or
understated due to the valuation method em ployed when a settlement price is
not available on the date of net a sset value calculation,” (page 28)
• “Shareholders that are not Authorized Participants may only purchase or sell
their Shares in secondary trading markets,” (page 30)

Michael L. Sapir
c/o ProShare Capital Management LLC November 15, 2007 Page 5

• “Shareholders do not have the rights en joyed by investors in certain other
vehicles,” (page 30)
• “The Master Fund will be s ubject to regulatory risk associated with futures
contracts,” (page 31)
Please revise throughout the Risk Factor sect ion as necessary to identify briefly in
your subheadings the specific risks to you that result from the noted facts or
uncertainties.
You cannot be assured of the Managing Owner’s continued services … page 16
20. You state that the Master Funds may be adversely affected if the Managing
Owner discontinues its activities on behalf of the Funds and the Master Funds, but
do not explain how the Master Funds may be  adversely affected.  Please revise.
“Backwardation” or “contango” in  the market prices … page 21
21. Please explain how the absence of conta ngo in relevant benchmarks of a given
UltraShort or Short Fund would be expected  to adversely affect  the value of that
UltraShort or Short Fund and positively affect the value of  that Ultra Fund.
Competing claims of intellectual property  rights may adversely affect … page 28
22. You note that patent application could “the oretically be releva nt to the Funds.”
Please provide examples of such applicati ons and describe how they could present
risks for the Funds and their investors.
Failure of Futures Commission Mercha nts to segregate assets … page 31
23. You cross reference to a section called “The Futures Commission Merchant” but
this section does not appear to be in the Prospectus.  Please advise.
Description of the Dow Jones – AI G Index and Sub-Indices, page 40
24. You describe the process known as “rolling”  a futures position, and state that the
Dow Jones – AIG is a “rolling index,” but do not explain what this means.  Please
revise.
Description of the Currencies Benchmarks, page 44
25. We note your usage of the BIS Survey.  Please provide us with highlighted
copies of this and any other study or repor t that you cite or on which you rely.
Confirm that the industry reports or studies that you rely  on were publicly
available and not prepared for you and that  you did not compensate the party that
prepared these reports or studies.  Alte rnatively, please file consents for the

Michael L. Sapir
c/o ProShare Capital Management LLC November 15, 2007 Page 6

parties providing this data as exhib its to the registration statement.
26. You discuss various USD / foreign currency pairs in this section.  Please disclose
the relevance of this disclosure.
Creation and Redemption of Shares, page 55

27. If not filed with your next  amendment, please provide us a draft of the form
participant agreement.  Please summari ze any provisions in the Authorized
Participant agreement that obligate an aut horized participant to  publicly distribute
shares acquired in a creation basket.
Litigation, page 58
28. We note your current disclosure.  Additionally, please describe material pending
legal proceedings to which you are a part y.  Please see Regulation S-K, Item 103
and Instruction 4 thereto.
Description of the Shares and The Master  Fund Units; The Funds; Certain Material
Terms of the Trust Agreements, page 59
Description of the Shares and the Master Fund Units, page 59
29. In this section, you state that the Shares may be purchased from each Fund but
only by Authorized Participants.  On pa ge 65 under “Shares Freely Transferable,”
however, you state that each Fund’s Sh ares may be bought and sold on the
American Stock Exchange like other s ecurities, and on page 91 under “Plan of
Distribution,” you state that that retail investors may purchase and sell Shares
through traditional brokerage accounts.  Pleas e revise to clarify your disclosure to
distinguish between new issuances / rede mptions and secondary trading on the
American Stock Exchange.
Net Asset Value, page 65
30. Please revise the second paragraph to more clearly describe how you calculate
indicative net asset value of a commod ities index fund, commodities fund and
currency fund.
The Administrator, page 69
31. Please describe the role and res ponsibilities of the Administrator.

Michael L. Sapir
c/o ProShare Capital Management LLC November 15, 2007 Page 7

Distribution Services Agreement, page 75

32. Please provide examples of the “certain distribution services” that SEI
Investments will provide to each Fund.
Likelihood of Becoming a Stat utory Underwriter, page 90
33. Please disclose that the initial Authorized  Participant is actin g as an underwriter.
Financial Statements, page F-1
34. It appears that you intend to include financial statements of Commodities &
Currencies Trust and Commodities & Currencies Master Trust in a subsequent amendment.  Please explain to us your basis in GAAP for consolidating each of
the funds and the master funds with the Trust and Master Trust respectively.
Alternatively, confirm for us that you will include separate financial statements for each fund and master fund.
Item 16. Exhibits and Financial Statements, page II-2

35. Please submit all exhibits as promptly as possible.  We will review the exhibits
prior to granting effectiven ess of the registration stat ement and may have further
comments after our review.  If you are not in a position to file your legal and tax
opinions with the next amendment, please provide draft copies for us to review.
Item 17. Undertakings
36. Please include the undertaking required by Item 512(a)(5) of Regulation S-K.
*     *     *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us w ith marked copies of the amendment to
expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  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.

Michael L. Sapir
c/o ProShare Capital Management LLC November 15, 2007 Page 8

Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the
time of such request , acknowledging that:
• should the Commission or the staff, acti ng pursuant to delegated authority,
declare the filing effective, it does no t foreclose the Commission from taking
any action with respect to the filing;
• the action of the Commission or the st aff, 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 and the declaration of
effectiveness as a defense in any pr oceeding initiated by the Commission or
any person under the federal securities laws of the United States.
 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time aft