SH ProShares Short S&P500 New

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

ProShares Trust

(Exact Name of Registrant as Specified in Its Charter)

Securities to be registered pursuant to Section l2(b) of the Act:

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box.    x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box.   ¨

Securities Act registration statement file number to which this form relates: 333-89822; 811-21114

Securities to be registered pursuant to Section 12(g) of the Act:

NONE

Item 1. Description of Registrant’s Securities to be Registered.

A description of the shares of beneficial interest, no par value, of each of the following two portfolios, each a separate series of ProShares Trust (the “Trust”) to be registered hereunder is set forth in Post- Effective Amendment No. 2 to the Trust’s Registration Statement under the Securities Act of 1933 and Amendment No. 9 to the Trust’s Registration Statement under the Investment Company Act of 1940 on Form N-1A (Commission File Nos. 333-89822; 811-21114) (the “Registration Statement”), which description is incorporated herein by reference as filed with the Securities and Exchange Commission.

Each of the Trust’s two investment portfolios to which this filing relates and their respective I.R.S. Employer Identification Numbers are as follows:

Item 2. Exhibits

1. The Trust’s Amended and Restated Declaration of Trust is included as Exhibit (a)(2)(ii) to Pre- Effective Amendment No. 6 to the Trust’s Registration Statement, as filed with the Securities and Exchange Commission on May 22, 2006.

2. The Trust’s By-Laws are included as Exhibit (b) to Pre-Effective Amendment No. 6 to the Trust’s Registration Statement, as filed with the Securities and Exchange Commission on May 22, 2006.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Grafico Azioni ProShares Short S&P500 (AMEX:SH)
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