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                               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-1
                                                            Filed June 24, 2022
                                                            File No. 333-262728

       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 to Form S-1 filed June 24, 2022

       Part One
       Offered Series Disclosure
       Summary, page 4

   1.                                                   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
 Michael L. Sapir
ProShares Trust II
July 8, 2022
Page 2
      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.
        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,
FirstName LastNameMichael L. Sapir
                                                            Division of
Corporation Finance
Comapany NameProShares Trust II
                                                            Office of Finance
July 8, 2022 Page 2
cc:       Robert Borzone
FirstName LastName