Schedule 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

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)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		74347R552


1	NAMES OF REPORTING PERSONS Fir Tree Value Master Fund, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			5,081,000

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			5,081,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	5,081,000

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	5.3%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN


CUSIP No.		74347R552


1	NAMES OF REPORTING PERSONS Fir Tree Capital Opportunity Master Fund, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			938,650

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			938,650

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	938,650

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	1.0%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN


CUSIP No.		74347R552


1	NAMES OF REPORTING PERSONS Fir Tree Mortgage Opportunity Master Fund, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			630,350

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			630,350

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	630,350

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.7%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN


CUSIP No.		74347R552


1	NAMES OF REPORTING PERSONS Fir Tree, Inc.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	New York

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			6,650,000

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			6,650,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	6,650,000

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	6.9%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

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
		23^rd 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


FIR TREE VALUE MASTER FUND, L.P.
By:	FIR TREE, INC., its Manager

By:	/s/ Jeffrey Tannenbaum
	Name:	Jeffrey Tannenbaum
	Title:	President

FIR TREE CAPITAL OPPORTUNITY MASTER FUND, L.P.
By:	FIR TREE, INC., its Manager

By:	/s/ Jeffrey Tannenbaum
	Name:	Jeffrey Tannenbaum
	Title:	President

FIR TREE MORTGAGE OPPORTUNITY MASTER FUND, L.P.
By:	FIR TREE, INC., its Manager

By:	/s/ Jeffrey Tannenbaum
	Name:	Jeffrey Tannenbaum
	Title:	President

FIR TREE, INC.
By:	/s/ Jeffrey Tannenbaum
	Name:	Jeffrey Tannenbaum
	Title:	President

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.


FIR TREE VALUE MASTER FUND, L.P.
By:	FIR TREE, INC., its Manager

By:	/s/ Jeffrey Tannenbaum
	Name:	Jeffrey Tannenbaum
	Title:	President

FIR TREE CAPITAL OPPORTUNITY MASTER FUND, L.P.
By:	FIR TREE, INC., its Manager

By:	/s/ Jeffrey Tannenbaum
	Name:	Jeffrey Tannenbaum
	Title:	President


FIR TREE MORTGAGE OPPORTUNITY MASTER FUND, L.P.
By:	FIR TREE, INC., its Manager

By:	/s/ Jeffrey Tannenbaum
	Name:	Jeffrey Tannenbaum
	Title:	President

FIR TREE, INC.
By:	/s/ Jeffrey Tannenbaum
	Name:	Jeffrey Tannenbaum
	Title:	President