SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      August 26, 2005

Mail Stop 4561

Nicholas D. Gerber
Management Director
New York Oil ETF, LP
1320 Harbor Bay Parkway, Suite 145
Alameda, CA  94502

Re:	New York Oil ETF, LP
      Amendment No. 1 to Registration Statement on Form S-1
      Filed July 26, 2005
      Registration No. 333-124950

Dear Mr. Gerber:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. We note that you are a registered commodity pool.  Please
confirm
to us that you have filed this registration statement with the
National Futures Association for their review.

2. We consider the sale of shares by the Fund to Authorized
Participants and the resale of these shares by Authorized
Participants to investors as one offering by the Fund through the
Authorized Participants, which are acting as underwriters.  Please
confirm to us that the Authorized Participants will distribute
this
prospectus in connection with their sales to other investors.
Also,
please revise your document, including the prospectus cover page,
the
description of subscription procedures, and the plan of
distribution,
to clearly describe the terms of the offering to persons who
purchase
your shares from the Authorized Participants.  Please ensure that
the
material terms of those offerings, including the offering price,
are
clearly disclosed.

3. We note that that the units will be sold at net asset value
after
the initial offering period has closed.  Accordingly, please tell
us
how the offering will comply with Item 415(a)(4) of Regulation S-
K,
relating to at-the-market offerings.  Also, we note that sales by
Authorized Participants to other investors will be made at market
prices.  Please provide a detailed analysis of whether those sales
should be viewed as an at-the-market offering.

4. Please ensure that all information required by Form S-1 and
Regulation S-K is included in Part One of the prospectus rather
than
the Part Two - Statement of Additional Information.

5. Please provide a more robust discussion of how you intend to
replicate the price of sweet crude oil, including whether you will
utilize a technical trading system that issues buy and sell orders
or
whether the system utilized will rely on fundamentals and require
investment decisions to be made by the GP.  In addition, please
discuss how you intend to determine your portfolio mix in order to
replicate the price of oil.

6. Please identify the FCM and clearing broker the Fund intends to
use and provide a summary of the agreements you have with these
entities.

7. Please provide us with a complete copy of any sales material
which
includes all illustrations and other inserts in the form you
expect
to distribute to investors in accordance with Release No. 33-6900
and
by analogy to Item 19D of Guide 5.  We may have further comment
after
we receive your materials.
8. Please revise throughout the prospectus to provide disclosure
substantially similar to the disclosures that would be required by
Industry Guide 5 if real estate limited partnership units were
being
registered. For example, your revisions should include a narrative
discussion under an appropriate major heading of the GP`s and its
affiliates` experience over the past ten years similar to that
required by Item 8.A of Guide 5, which includes, among other
things,
a description of any major adverse business developments and
conditions that were experienced by prior programs.

9. Please revise to include a description of the securities being
registered, as required by Item 9 of Form S-1.

10. Please include detailed disclosure regarding your redemption
program.

11. Please eliminate or substantially reduce your use of defined
terms in the forepart of the prospectus.  Instead, the meaning of
each term should be clear from context.  Terms that are clear from
context do not need to be defined.  We note the following as
examples
only:
* Units - since you are only issuing one class of units in this
offering, readers are not likely to be confused by the meaning of
this term;
* Oil Futures Contracts - since you have explained this term in
the
text, its meaning should be clear from context;
* Other Oil Interests - since you have explained this term in the
text, its meaning should be clear from context.
Also, please refer to the company by its full name or a shortened
version of the name, rather than the generic term "Fund."

Cover Page

12. Please restrict the disclosure found on the cover page to that
which is required by Item 501 of Regulation S-K and is information
that is key to an investment decision.

13. We note you use the term "ETF" as part of your name.  Your use
of
this term may lead investors to believe that you are registered
under
the Investment Company Act of 1940 when, in fact, you are not.
Please include disclosure on the cover page of the prospectus
clarifying that you are not a mutual fund registered under the
Investment Company Act of 1940 and are not subject to regulation
under the Act.  Refer to the instruction that accompanies Item
501(b)(1) of Regulation S-K.  Also, please remove all statements
indicating that you are an exchange traded fund.

14. Please state the date the offering will end, any minimum
purchase
requirements, and any arrangements to place funds in an escrow,
trust, or similar account.  If there is no minimum offering
amount,
please state that fact.  Disclose any minimum purchase amount for
Authorized Participants and for persons who may purchase from the
Authorized Participants.  Refer to Item 501(b)(8) of Regulation S-
K.

15. Since the Authorized Purchasers who will be purchasing units
in
this offering will be re-selling these units to investors, please
identify the Authorized Purchasers as underwriters pursuant to
Section 2(11) of the Securities Act of 1933.  In addition, please
revise your disclosure on page 24 accordingly.

16. Please remove repetitive disclosure from the cover page.  For
example, the red herring disclosure is found both on the side of
the
cover page and below the tabular presentation of the offering
price.

17. Please tell us when the fund will begin to engage in trades
for
its portfolio.  We note that the price for units, other than the
basket sold to the initial purchaser, will be based on the fund`s
NAV; however, it is not clear when you will be in a position to
calculate NAV.  To the extent you will sell units at a price other
than NAV, please revise the cover page to clearly state that
price.
Also, please tell us when and how you will determine the per unit
and
per basket prices to be stated in the table on the cover page.

Statement Regarding Forward-Looking Statements, page ii

18. Refer to the last two sentences of this paragraph.  Because
the
partnership is responsible for all statements in the registration
statement, it is not appropriate to disclaim responsibility for
the
accuracy and completeness of forward-looking statements.  In
addition, the last sentence is inconsistent with your undertaking
to
update the prospectus as required by section 10(a)(3), to reflect
any
fundamental change, and to reflect any material change in the plan
of
distribution.  Please revise your document to remove these
disclaimers.

Glossary of Defined Terms, page iv

19. Please move the glossary to body of the prospectus rather than
the forepart.

Prospectus Summary

20. Please revise to include a summary of the offering and
subscription procedures.

21. Please include a diagram that depicts your operating structure
and shows how units will flow from the LP to Authorized
Participants,
via a Distributor, and subsequently to retail investors.

Principal Investment Risks of an Investment in the Fund, page 3

22. Please limit the first bullet point to a summary of the risk
that
investors will not receive distributions.  The additional
disclosure
regarding your neutral investment strategy does not appear to be
necessary to understand the risk.

23. Please remove the mitigating language found in the last
sentence
of the second bullet point as well as the last sentence in the
second
paragraph of the seventh bullet point.

24. Please expand your disclosure in the sixth bullet point to
briefly disclose the risks inherent in hedging activities.

25. Please expand the bullet point regarding material conflicts of
interest to state whether conflicts of interest are present as
well
as a brief explanation of the material conflicts.

Breakeven Analysis, page 5

26. Please revise the break-even table to better explain what is
being presented.  For example, your lead-in paragraph states that
the
table shows the break-even point for a hypothetical investment of
$10,000, but the initial line item shows the selling price as $50.
In addition, please clarify what is being shown under the heading
"Units."

27. Please revise the breakeven analysis to include all fees
incurred
by the LP.  For example, please include the anticipated brokerage
fees, incentive fees, if any, interest income to be imputed to the
LP, if any, the organizational and offering expenses, creation and
redemption fees and any administrative expenses.

28. Since the breakeven table shows the percentage required for
the
"redemption value" of a hypothetical investment to break even,
please
disclose that this refers to the redemption of baskets by
Authorized
Purchasers and is not related to any gains an individual investor
would have to achieve in order to break even.  Provide a separate
break-even table for individual investors or tell us why you
believe
a separate table is not appropriate.

Risk Factors

29. Refer to Item 503(c), which requires the presentation of risk
factors to be "organized logically," meaning that the most
material
risks should be presented first.  It does not appear that you have
organized the risk factors section in this manner.  Please revise.

30. Please limit your risk factors to a discussion of the risks
facing investors and your company.  Provide additional information
only as necessary to place the risk in context.  Avoid language in
your risk factors that tends to mitigate the risks you are
describing.  Also avoid generic risk factors that could apply to
any
company in any industry, or risk factors that are not specific to
your business.

31. Please consider adding a risk factor that discusses the fact
that
the Fund may have an inherent conflict in that attempts to attain
profitability may not always be consistent with its objective of
tracking the price of sweet crude oil.

32. Please include a risk factor that discusses the claims made by
the New York Mercantile Exchange regarding your alleged use of its
service marks.

33. Please include a risk factor that discusses the risks inherent
in
the trading system the GP intends to employ (e.g., technical or
fundamental).

Oil, Oil Futures Contracts and Other Oil Interests are "non-
correlative"...page 6

34. Please disclose what these interests are "non-correlated" to.
For example, if these interests are non-correlated to the
performance
of general stock or bond indices, please disclose this.  Finally,
it
appears that this risk is covered by your risk factor on page 8.
Please revise to delete duplicative text.

There are costs of physical storage associated with purchasing
oil,
page 6

35. Since the Fund does not expect to typically enter into a
contract
that would require physical delivery of oil, it is not clear why
this
is a material risk to investors.  Please revise to discuss the
particular risks to your company or omit this risk factor.

Regulation of the commodity interests markets is extensive and
constantly changing...page 6

36. Please specify when the legislative changes referred to in
this
paragraph occurred and how they affect your product.  In this
vein,
we refer to your disclosure regarding speculative trading in the
currency markets and the regulation of derivative products.  Since
you do not engage in these activities, please consider whether
disclosure of these developments is material to this risk factor.

Although commodity pools, in general, are subject to leverage and
volatility risks...page 6

37. Your disclosure in the risk factor heading that the GP seeks
to
avoid the types of risks normally present in commodity pools is
mitigating language that should be removed.  Please revise
accordingly.

38. Please include separate risk factors for price volatility of
oil
and the use of leverage since these are two discrete risks.

There is a risk that the Fund`s Units may trade at prices other
than...page 7

39. Your disclosure of the possible arbitrage opportunities as
well
as your estimate that the NAV will be within one or two percent of
the market price for your units are statements that tend to
mitigate
the risk you are presenting.  Please remove these statements.  In
addition, please tell us how you determined that NAV will
generally
be between 1 and 2 percent of the market price for your units.

There is a risk that the Fund`s NAV will not correlate to the
price
of...page 7

40. Please remove your statement that the GP believes that the NAV
will closely correlate the price of short-term Oil Futures
Contracts
since this tends to mitigate the risk you are presenting.  In
addition, please include additional information regarding the
specific price you are referring to when you refer to Oil Futures
Contracts.

41. Please expand this risk factor to describe in more detail the
risk to investors if your NAV does not correlate to the price of
oil
futures contracts and other oil interests.

Trading in commodity interests is a zero sum economic
activity...page
9

42. We refer to your statement that, "If the Fund experiences more
losses than gains during the period you hold Units of the Fund,
you
will experience a loss even if the Fund`s longer-term performance
is
positive."  Since you are attempting to replicate the price of
short-
term sweet crude oil, it is not clear what you mean by "losses"
and
"longer-term performance."  Presumably an investor`s gains or
losses
will depend on the market price of oil and your ability to
replicate
such prices, not on the ability of the Fund to generate profits.
Please revise or advise.

There are position limits and the potential of tracking error,
page
12

43. Please disclose what you mean by "tracking error" and "near
month."  In addition, in order to enhance your disclosure, please
provide a recent price for one futures contract, so that investors
can better assess how position limits affect your ability to
purchase
sufficient futures contracts to effectively track the price of
oil.

The Fund does not employ trading advisors, page 12

44. Please expand your disclosure to indicate why the fact that
the
Fund does not employ trading advisors may be disadvantageous to
investors.

The Fund pays fees and expenses regardless of profitability, page
14

45. Please quantify the fees that the partnership must pay.

You will not be able to review the Fund`s holdings...page 14

46. Please clarify what you mean by "on a periodic basis."

Third parties may infringe or o