Designate a New Effective Date for a Post-effective Amendment Previously Filed Pursuant to Rule 485(a) (485bxt)

As filed with the Securities and Exchange Commission on October 15, 2013

Registration Nos. 333-89822; 811-21114

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form N-1A

REGISTRATION STATEMENT

UNDER


		*THE SECURITIES ACT OF 1933*		x
		Pre-Effective Amendment No.
		Post-Effective Amendment No. 99		x

and/or

REGISTRATION STATEMENT

UNDER


		*THE INVESTMENT COMPANY ACT OF 1940*		x
		Amendment No. 108		x

ProShares Trust

(Exact name of Registrant as Specified in Trust Instrument)

7501 Wisconsin Avenue,

Suite 1000 Bethesda, MD 20814

(Address of Principal Executive Office) (Zip Code)

(240) 497-6400

(Area Code and Telephone Number)

Michael L. Sapir, CEO

ProShare Advisors LLC

7501 Wisconsin Avenue, Suite 1000

Bethesda, MD 20814

(Name and Address of Agent for Service)

with copies to:

John Loder, Esq.

c/o Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, MA 02199-3600

Amy R. Doberman

ProShare Advisors LLC

7501 Wisconsin Avenue, Suite 1000

Bethesda, MD 20814

Approximate date of Proposed Public Offering:

It is proposed that this filing will become effective:

¨

immediately upon filing pursuant to paragraph (b)

x

on November 14, 2013 pursuant to paragraph (b)(1)(iii) of Rule 485

¨

60 days after filing pursuant to paragraph (a)(1)

¨

on pursuant to paragraph (a)(1)

¨

75 days after filing pursuant to paragraph (a)(2)

¨

on (date) pursuant to paragraph (a)(2) of rule 485.

If appropriate, check the following:

x

This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

EXPLANATORY NOTE

The sole purpose of this filing is to delay the effectiveness of the Trust’s Post-Effective Amendment No. 90 under the Securities Act of 1933 (“1933 Act”) and No. 99 under the Investment Company Act of 1940 (“1940 Act”) to its Registration Statement until November 14, 2013. Parts A, B and C of the Registrant’s Post-Effective Amendment No. 90 under the 1933 Act and No. 99 under 1940 Act, filed on May 31, 2013, are incorporated by reference herein.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all the requirements for effectiveness of this registration statement under rule 485(b) under the Securities Act and has duly caused this post-effective amendment (the “Amendment”) to its Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Bethesda and the State of Maryland on October 15, 2013.


ProShares Trust

By:		/s/ Louis M. Mayberg
		Louis M. Mayberg

Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacities indicated.


Signature	Title	Date

/s/ Michael L. Sapir * Michael L. Sapir	Trustee, Chairman	October 15, 2013

/s/ Russell S. Reynolds, III * Russell S. Reynolds, III	Trustee	October 15, 2013

/s/ Michael C. Wachs * Michael C. Wachs	Trustee	October 15, 2013

/s/ William D. Fertig* William D. Fertig	Trustee	October 15, 2013


/s/ Louis M. Mayberg Louis M. Mayberg	President	October 15, 2013


/s/ Charles S. Todd Charles S. Todd	Treasurer	October 15, 2013