SH ProShares Short S&P500 New

UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE COMMISSION

OMB Number: 3235-0145
Expires: December
Estimated average burden
hours per response. . 11

Washington, D.C. 20549

SCHEDULE 13G

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. 74347R794

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
HBOS PLC / SC218813

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
SCOTLAND

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
50,000

6.

Shared Voting Power
Not Applicable

7.

Sole Dispositive Power
50,000

8.

Shared Dispositive Power
Not Applicable

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
50,000

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
Not Applicable

11.

Percent of Class Represented by Amount in Row (9)
11.111%

12.

Type of Reporting Person (See Instructions)
CO

Item 1.

(a)

Name of Issuer
Proshares Trust

(b)

Address of Issuer’s Principal Executive Offices
7501 Wisconsin Avenue, Suite 1000, Bethesda, MD 20814

Item 2.

(a)

Name of Person Filing
HBOS PLC

(b)

Address of Principal Business Office or, if none, Residence
THE MOUND, EDINBURGH, EH1 1YZ

(c)

Citizenship
REGISTERED IN SCOTLAND

(d)

Title of Class of Securities
Ultrashort Smallcap600 Proshares

(e)

CUSIP Number
74347R794

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not
applicable

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-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:   

Nil

(b)

Percent of class:   

N/A

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

50,000

(ii)

Shared power to vote or to direct the vote    

Not applicable

(iii)

Sole power to dispose or to direct the disposition of   

50,000

(iv)

Shared power to dispose or to direct the disposition of   

Not applicable

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

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Insight Investment Management (Global) Limited, a wholly owned subsidiary company of HBOS plc, manages the shares detailed in Item 4 on behalf of a number of investment funds. Insight Investment Management (Global) Limited has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities on behalf of the said investment funds

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Insight Investment Management (Global) Limited, I.R.S. Identification No 827982, a company registered in England and Wales, is a 100% owned subsidiary company of HBOS plc.

Item 8.

Identification and Classification of Members of the Group

Not applicable

Item 9.

Notice of Dissolution of Group

Not applicable

Item 10.

Certification

Not applicable

29/10/2008

Date

/s/ Kenny Melville

Signature

Kenny Melville, Assistant Company Secretary

Name/Title