Washington, D.C. 20549

ProShares Trust

(Name of Issuer)

ProShares UltraShort Real Estate

(Title of Class of Securities)

74347R552

(CUSIP Number)

January 4, 2010

(Date of Event Which Requires Filing of this Statement)

 

 

CUSIP No.		74347R552

CUSIP No.		74347R552

CUSIP No.		74347R552

CUSIP No.		74347R552

SCHEDULE 13G

This Schedule 13G (this “Schedule 13G”) is being filed on behalf of Fir Tree Value Master Fund, L.P., a Cayman Islands exempted limited partnership (“Fir Tree Value”), Fir Tree Capital Opportunity Master Fund, L.P., a Cayman Islands exempted limited partnership (“Fir Tree Capital”), Fir Tree Mortgage Opportunity Master Fund, L.P., a Cayman Islands exempted limited partnership (“Fir Tree Mortgage”), and Fir Tree, Inc., a New York corporation (“Fir Tree”), relating to shares of beneficial interest, no par value, of ProShares UltraShort Real Estate (the “Shares”) issued by ProShares Trust, a Maryland trust (the “Issuer”), purchased by Fir Tree Value, Fir Tree Capital and Fir Tree Mortgage. Fir Tree is the investment manager of Fir Tree Value, Fir Tree Capital and Fir Tree Mortgage. Fir Tree Value, Fir Tree Capital, Fir Tree Mortgage and Fir Tree are collectively referred to herein as the “Reporting Persons.”

Item 1(a)		Name of Issuer.
		ProShares Trust
Item 1(b)		Address of Issuer’s Principal Executive Offices.
		7501 Wisconsin Avenue
		Suite 1000
		Bethesda, Maryland 20814
Item 2(a)		Name of Person Filing.
Item 2(b)		Address of Principal Business Office.
Item 2(c)		Place of Organization.
		Fir Tree Value Master Fund, L.P.
		c/o Admiral Administration Ltd.
		Admiral Financial Center, 5th Floor
		90 Fort Street, Box 32021 SMB
		Grand Cayman, Cayman Islands
		A Cayman Islands exempted limited partnership
		Fir Tree Capital Opportunity Master Fund, L.P.
		c/o Admiral Administration Ltd.
		Admiral Financial Center, 5th Floor
		90 Fort Street, Box 32021 SMB
		Grand Cayman, Cayman Islands
		A Cayman Islands exempted limited partnership
		Fir Tree Mortgage Opportunity Master Fund, L.P.
		c/o Admiral Administration Ltd.
		Admiral Financial Center, 5th Floor
		90 Fort Street, Box 32021 SMB
		Grand Cayman, Cayman Islands
		A Cayman Islands exempted limited partnership

		Fir Tree, Inc.
		505 Fifth Avenue
		23rd Floor
		New York, New York 10017
		A New York corporation

Fir Tree is the investment manager of Fir Tree Value, Fir Tree Capital and Fir Tree Mortgage, and has been granted investment discretion over portfolio investments, including the Shares, held by each of them.

Item 2(d)		Title of Class of Securities.
		ProShares UltraShort Real Estate (the “Shares”)
Item 2(e)		CUSIP Number.
		74347R552
Item 3		Reporting Person.
		The person filing is not listed in Items 3(a) through 3(j).
Item 4		Ownership.

	(a)		Fir Tree Value is the beneficial owner of 5,081,000 Shares (consisting of 497,000 Shares and American-style call options exercisable to purchase 4,584,000 Shares). Fir Tree Capital is the beneficial owner of 938,650 Shares (consisting of 91,650 Shares and American-style call options exercisable to purchase 847,000 Shares). Fir Tree Mortgage is the beneficial owner of 630,350 Shares (consisting of 61,350 Shares and American-style call options exercisable to purchase 569,000 Shares). Fir Tree may be deemed to beneficially own the Shares held by Fir Tree Value, Fir Tree Capital and Fir Tree Mortgage as a result of being the investment manager of Fir Tree Value, Fir Tree Capital and Fir Tree Mortgage.
	(b)		Fir Tree Value, Fir Tree Capital and Fir Tree Mortgage beneficially own 5,081,000, 938,650 and 630,350 Shares, respectfully, which represents approximately 5.3%, 1.0% and 0.7%, respectively, of the Shares outstanding. Collectively, the Reporting Persons beneficially own 6,650,000 Shares which represents approximately 6.9% of the Shares outstanding. These percentages are determined by dividing the number of Shares and American-style call options exercisable to purchase Shares beneficially held by the Reporting Persons, by 96,375,000, the number of Shares issued and outstanding.

(c)

Fir Tree Value may direct the vote and disposition of 5,081,000 Shares. Fir Tree Capital may direct the vote and disposition of 938,650 Shares. Fir Tree Mortgage may direct the vote and disposition of 630,350 Shares. Fir Tree has been granted investment discretion over the Shares held by Fir Tree Value, Fir Tree Capital and Fir Tree Mortgage, and thus, has the shared power to direct the vote and disposition of 6,650,000 Shares.

Item 5		Ownership of Five Percent or Less of a Class.
		Inapplicable.
Item 6		Ownership of More Than Five Percent on Behalf of Another Person.
		Inapplicable.
Item 7		Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
		Inapplicable.
Item 8		Identification and Classification of Members of the Group.
		Inapplicable.
Item 9		Notice of Dissolution of Group.
		Inapplicable.
Item 10		Certification.
		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: January 14, 2010

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of beneficial interest, no par value, of ProShares UltraShort Real Estate issued by ProShares Trust, a Maryland trust, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of January 14, 2010.