SH ProShares Short S&P500 New

CUSIP No. 74347R719
 ---------


1. NAME OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 Sound Energy Partners, Inc.

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 (a) [_]
 (b) [X]

3. SEC USE ONLY



4. CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5. SOLE VOTING POWER

 0

6. SHARED VOTING POWER

 1,300,000

7. SOLE DISPOSITIVE POWER

 0

8. SHARED DISPOSITIVE POWER

 1,300,000

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 1,300,000

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 [_]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 11.11%*

12. TYPE OF REPORTING PERSON*

 CO
----------
* Based on 11,700,000 shares outstanding per Bloomberg as of October 13, 2008.

CUSIP No. 74347R719
 ---------


1. NAME OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 Southport Energy Plus Partners, L.P.

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 (a) [_]
 (b) [X]

3. SEC USE ONLY



4. CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5. SOLE VOTING POWER

 0

6. SHARED VOTING POWER

 664,300

7. SOLE DISPOSITIVE POWER

 0

8. SHARED DISPOSITIVE POWER

 664,300

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 664,300

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 [_]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 5.68%*

12. TYPE OF REPORTING PERSON*

 PN

CUSIP No. 74347R719
 ---------


1. NAME OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 Southport Energy Plus Offshore Fund, Inc.

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 (a) [_]
 (b) [X]

3. SEC USE ONLY



4. CITIZENSHIP OR PLACE OF ORGANIZATION

 Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5. SOLE VOTING POWER

 0

6. SHARED VOTING POWER

 635,700

7. SOLE DISPOSITIVE POWER

 0

8. SHARED DISPOSITIVE POWER

 635,700

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 635,700

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 [_]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 5.43%*

12. TYPE OF REPORTING PERSON*

 CO

CUSIP No. 74347R719
 ---------

Item 1(a). Name of Issuer:


 ProShares Trust
 ____________________________________________________________________

Item 1(b). Address of Issuer's Principal Executive Offices:


 7501 Wisconsin Avenue, Suite 1000
 Bethesda, MD 20814
 ____________________________________________________________________


Item 2(a). Name of Person Filing:


 Sound Energy Partners, Inc.
 Southport Energy Plus Partners, L.P.
 Southport Energy Plus Offshore Fund, Inc.
 ____________________________________________________________________

Item 2(b). Address of Principal Business Office, or if None, Residence:

 Sound Energy Partners, Inc.
 Southport Energy Plus Partners, L.P.
 354 Pequot Avenue
 Southport, Connecticut 06890

 Southport Energy Plus Offshore Fund, Inc.
 c/o Citi Hedge Fund Services, Ltd.
 Hemisphere House, 9 Church St.
 P.O. Box HM 951, Hamilton HM DX Bermuda
 ____________________________________________________________________

Item 2(c). Citizenship:

 Sound Energy Partners, Inc. - Delaware
 Southport Energy Plus Partners, L.P. - Delaware
 Southport Energy Plus Offshore Fund, Inc. - Cayman Islands
 ____________________________________________________________________

Item 2(d). Title of Class of Securities:


 Ultra Oil & Gas ProShares
 ____________________________________________________________________

Item 2(e). CUSIP Number:


 74347R719
 ____________________________________________________________________


Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
 or (c), Check Whether the Person Filing is a:

 (a) [_] Broker or dealer registered under Section 15 of the Exchange Act.

 (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.

 (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
 Act.

 (d) [_] Investment company registered under Section 8 of the Investment
 Company Act.

 (e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 (f) [_] An employee benefit plan or endowment fund in accordance with
 Rule 13d-1(b)(1)(ii)(F);

 (g) [_] A parent holding company or control person in accordance with
 Rule 13d-1(b)(1)(ii)(G);

 (h) [_] A savings association as defined in Section 3(b) of the Federal
 Deposit Insurance Act;

 (i) [_] A church plan that is excluded from the definition of an
 investment company under Section 3(c)(14) of the Investment
 Company Act;

 (j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4. Ownership.

 Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.

 (a) Amount beneficially owned:

 Sound Energy Partners, Inc. - 1,300,000
 Southport Energy Plus Partners, L.P. - 664,300
 Southport Energy Plus Offshore Fund, Inc. - 635,700

 ______________________________________________________________________

 (b) Percent of class:

 Sound Energy Partners, Inc. - 11.11%
 Southport Energy Plus Partners, L.P. - 5.68%
 Southport Energy Plus Offshore Fund, Inc. - 5.43%
 ______________________________________________________________________

 (c) Number of shares as to which such person has:

 (i) Sole power to vote or to direct the vote:
 Sound Energy Partners, Inc. - 0
 Southport Energy Plus Partners, L.P. - 0
 Southport Energy Plus Offshore Fund, Inc. - 0

 (ii) Shared power to vote or to direct the vote:
 Sound Energy Partners, Inc. - 1,300,000
 Southport Energy Plus Partners, L.P. - 664,300
 Southport Energy Plus Offshore Fund, Inc. - 635,700

 (iii) Sole power to dispose or to direct the
 disposition of:
 Sound Energy Partners, Inc. - 0
 Southport Energy Plus Partners, L.P. - 0
 Southport Energy Plus Offshore Fund, Inc. - 0

 (iv) Shared power to dispose or to direct the
 disposition of
 Sound Energy Partners, Inc. - 1,300,000
 Southport Energy Plus Partners, L.P. - 664,300
 Southport Energy Plus Offshore Fund, Inc. - 635,700

 The Reporting Persons specifically disclaim beneficial ownership in the
securities reported herein except to the extent of its pecuniary interest
therein.

Item 5. Ownership of Five Percent or Less of a Class.

 If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities check the following [ ].

 N/A
 _______________________________________________________________________

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.

 If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.

 N/A
 _______________________________________________________________________

Item 7. Identification and Classification of the Subsidiary Which Acquired the
 Security Being Reported on by the Parent Holding Company or Control
 Person.

 If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.

 N/A
 _______________________________________________________________________

Item 8. Identification and Classification of Members of the Group.

 If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.

 N/A
 _______________________________________________________________________


Item 9. Notice of Dissolution of Group.

 Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.

 N/A
 ______________________________________________________________________

Item 10. Certifications.

 "By signing below, each the reporting person certifies that, to the best of
its 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."