SecProbe.io

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<TYPE>LETTER
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      October 28, 2005

Mail Stop 4561

Nicholas D. Gerber
Management Director
United States Oil Fund, LP
1320 Harbor Bay Parkway, Suite 145
Alameda, CA  94502

Re:	United States Oil Fund, LP
      Amendment No. 2 to Registration Statement on Form S-1
      Filed October 4, 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. Please file your response letter to comments issued in
connection
with Amendment 1 and all future response letters in connection
with
this filing as "CORRESP" on EDGAR.

2. We note that the units being registered will be purchased by
APs
as creation baskets and sold, through "Market Makers/Specialists"
to
the retail public.  Please provide additional disclosure regarding
the involvement of the Market-Makers/Specialists in the
distribution
of units and advise us as to whether they will likely be
affiliates
of the APs.  If so, please advise us whether they will be using a
market-making prospectus to sell units to retail investors.

3. We note your response to prior comment 4.  Please also relocate
the financial statements to Part One of the prospectus.

4. We note your response to prior comment 8; however, your
prospectus
still does not contain all of the information prescribed by
Industry
Guide 5.  Please further revise your document as appropriate or
tell
us why you think additional disclosure is not required.  At a
minimum, please revise the prospectus cover page to include a
brief
identification of the most significant risk factors, as described
in
Item 1 of Guide 5.

Cover Page

5. We note your additional disclosure regarding sales by
Authorized
Participants to new investors.  Please expand this disclosure to
address the manner in which these sales will be priced.  Provide
similar clarification on page 1 of the prospectus summary and in
your
discussion of Secondary Market Transactions on page 39.  Also,
please
revise the pricing table to indicate, if true, that the net asset
value price per share will apply only to sales made to the
Authorized
Participants.

6. We note that the pricing table at the bottom of the page refers
to
"Initial Baskets."  Please revise to clarify the meaning of this
term.

7. We re-issue the portion of comment 14 that requested that the
termination date of the offering be disclosed.  Please see Item
501(b)(8)(iii) of Regulation S-K.

8. We note that you have included the "Subject to completion"
language on the cover page.  Please advise us as to whether the
preliminary prospectus will be used for marketing efforts prior to
effectiveness and, if so, what procedures will be utilized in this
regard.

9. Please remove parenthetical definitions from the cover page as
they tend to impede its readability.  If the meaning of any term
is
not clear from context, please eliminate the use of that term on
the
cover page.  In addition, please further reduce your use of
capitalized terms in the forepart of the prospectus when the
meaning
of those terms is clear from their context.  We note the following
examples:
* General Partner - since you have only one general partner, and
the
disclosure does not refer to other general partners, it is
unlikely
that the reader would be confused by this term
* Baskets - since you have already defined "Creation Baskets" and
"Redemption Baskets" in the glossary, the meaning of this term is
sufficiently clear from context
* Oil Interests - since you have explained its meaning on page 5,
you
do not need to capitalize this term

Glossary of Defined Terms, page 1

10. We re-issue comment 19.  The glossary should not be included
prior to the Summary and Risk Factors sections of the prospectus.
Similarly, please relocate the following sections from the
forepart
to a portion of the document following the Risk Factors section:
* Information You Should Know
* Statement Regarding Forward-Looking Statements
* Where You Can Find More Information
* Patent Application Pending

Prospectus Summary

11. We note the second paragraph of your response to prior comment
5,
which describes the methodology the general partner intends to
employ.  Please include a similar description in the prospectus
summary.

Financial Condition of USOF, page 7

12. Please tell us how you will calculate NAV per unit prior to
the
effective date of your registration statement.  Please tell us why
you believe this amount will be meaningful to investors in your
offering.

Breakeven Analysis, page 7

13. Please relocate the information found in footnote "****" to
the
introductory paragraph preceding the table so that it is clear
what
the breakeven table depicts.

14. Please revise to explain the basis for assuming $50 for the
price
of a single unit.  Also, please revise footnote "**" to explain
how
you arrived at an estimate of 0.50% for the brokerage fee and
describe how actual brokerage fees will be determined.

15. Please disclose what treasuries you are using in arriving of
your
estimate of interest income at 3.00%.

The Offering, page 8

16. Please identify the Administrator that is tasked with
calculating
NAV after the close of the New York Mercantile Exchange.

17. Where you discuss the expenses of the fund, please quantify
the
management fees and clarify who will receive the brokerage fees.
Also, disclose any fees or commissions that USOF is obligated to
pay
the Marketing Agent.

What are the Risk Factors Involved with an Investment in USOF?

18. In many of your risk factors, you make a factual statement but
fail to discuss how the fact will affect the fund or investors.
Please be aware that stating that USOF may be unable to achieve
its
investment objective is vague and does not provide meaningful
information as to the risk being presented.  Please revise your
risk
factors section to discuss in substantially more detail the
effects
of the risks presented.

19. Similarly, many of your risk factor headings state a fact
without
disclosing the specific risk that results from the stated fact.
We
note the following examples:
* "There are position limits and the potential of tracking error;"
* "USOF may have a conflict of interest;"
* "There are costs of physical storage associated with purchasing
oil;"
* "Certain of USOF`s investments could be illiquid;" and,
* "USOF has no operating history."
	Please be aware that the above are only a few examples.
Please
revise throughout the 	Risk Factors section.

USOF`s NAV may not correlate with the price of the Oil Futures
Contracts and Other Oil Interests in which USOF invests, page 11

20. Please expand this risk factor to provide a discussion of why
the
fund`s NAV may not correlate with the price of Oil Futures
Contracts
and Other Oil Interests.  To the extent this is the result of the
fact that you are required to maintain a portion of your proceeds
as
margin, please disclose this, including a description of the
portion
of your assets that will be retained as margin.

Certain of USOF`s investments could be illiquid, page 11

21. Please expand your discussion to disclose that the Other Oil
Interests that you may invest in have a greater likelihood of
being
illiquid.  In connection with this, please disclose the
anticipated
portion of your investments that will be Other Oil Interests.

There are risks involved with investing in USOF for purposes of
hedging against the risk of loss, page 12

22. Please disclose any material risks on the ability of your
market
price to effectively track the spot price of light, sweet crude
oil
and the fund`s NAV as a result of a large number of individuals
and
entities that use your units to hedge against a decrease in oil
prices.

USOF has no operating history, page 13

23. Briefly discuss whether any of the principals of the company
have
experience in energy futures, specifically oil futures.

USOF is leanly staffed and relies heavily on its key personnel to
manage its trading activities, page 14

24. Please disclose the specific time commitments of the
principals
of the fund to the fund and their other employment.

There are position limits and the potential of tracking error,
page
14

25. We note your response to prior comment 43.  Please revise your
disclosure to include similar clarifying language.

26. In connection with this risk factor, please discuss that you
are
not limiting the size of your offering and are committed to
utilizing
substantially all of your proceeds to purchase futures contracts
and
other oil interests.  In addition, please discuss what you intend
to
do if you run up against the position limits for oil contracts on
the
New York Mercantile Exchange.  According to disclosure elsewhere
in
the prospectus, you may purchase futures contracts on the London
Petroleum Exchange or the Singapore Exchange.  Please discuss the
comparability of these contracts with the contracts traded on the
NYMEX and the effect this may have on your ability to effectively
track the spot price of light, sweet crude oil.

USOF may have a conflict of interest, page 14

27. Please expand this risk factor to discuss specific conflicts
and
the risk to investors as a result of the conflicts.

USOF pays fees and expenses regardless of profitability, page 16

28. Please quantify the anticipated fees that the fund will have
to
pay, regardless of profitability.

Investors who are not Authorized Purchasers will not be able to
review USOF`s holdings on a daily basis, page 16

29. We note that only Authorized Purchasers will be able to review
your holdings on a daily basis.  Please advise us as to why you
have
determined to allow APs daily access to the components of your
portfolio, while retail investors will only be able to review your
holdings on a quarterly basis.  It appears that access to this
additional information could result in the APs making trading
decisions based on material, non-public information.

Third parties may infringe or otherwise violate intellectual
property
rights or assert that the General Partner has infringed or
otherwise
violated their intellectual property rights, which may result in
significant costs and diverted attention, page 17

30. We refer to your response to comment 47 in which you state
that
you do not have any proprietary software.  In light of this,
please
substantially revise the risk factor to make clear that you do not
have proprietary software.

The success of USOF depends on the ability of the General Partner
to
accurately implement trading systems, and any failure to do so
could
subject USOF to losses on such transactions, page 17

31. We refer to the initial sentence under this heading.  It is
not
clear what "certain computerized trading systems" you are
referring
to and their relationship to or impact on the fund or your
operations.  Please clarify.

USOF will be subject to credit risk with respect to counterparties
to
financial instruments contracts entered into by USOF or held by
special purpose or structured vehicles, page 19

32. We refer to your statement that USOF "typically enters into
transactions with counterparties whose credit rating is at least
investment grade."  Since USOF has no operating history, there
appears to be no basis for this statement.  Please remove this
from
your risk factor.

Representatives of the New York Mercantile Exchange have notified
USOF of its belief that USOF is engaging in unauthorized use of
such
Exchange`s service marks, page 21

33. Please remove the first two sentences of the second paragraph
since they tend to mitigate the risk you are presenting.

34. Please expand your disclosure to discuss any anticipated costs
or
limitations on the fund if it were to enter into a licensing
agreement with NYMEX.

The Offering

Who is the General Partner? - page 22

35. Where you disclose Mr. Gerber`s work history, please clarify
whether the Marc Stevens Futures Index Fund was a registered
commodity pool or a registered investment company.

36. Please revise Mr. Love`s biographical information to show the
dates of employment for the positions held during the last five
years.

How Does USOF Operate? - page 25

37. Please expand your disclosure to indicate why the amount of
funds
under management determines the allocation mix of futures
contracts
and other oil interests to be purchased by the GP.  If the primary
catalyst behind this is the position limits imposed by futures
exchanges, including NYMEX, please disclose this.  In connection
with
this, please discuss whether and under what circumstances you
intend
to purchase futures contracts on the London Petroleum Exchange or
the
Singapore Exchange.  If the reason is profit potential for the
fund,
please disclose this and discuss the potential tracking error that
may result from deviating from purchasing instruments other than
oil
futures contracts that have historically tracked the spot price of
light, sweet crude oil.

38. Please provide us supplementally with the graphs on page 28.
The
copies of the graphs in your filing are difficult to read.

39. Refer to page 28.  Please include disclosure regarding what
the
graphs are meant to represent and the relationship of the graphs
to
your program.  As part of this, please clarify what the "Monthly
Average Future Price" represents.  Also, please relocate these
graphs
to the Statement of Additional Information, since they appear to
be
more relevant to the industry generally than to your business in
particular.

What are the Trading Policies of USOF? - page 30

40. We have reviewed your revisions in response to comment 61.
Please expand your disclosure to indicate what types of
circumstances
would require the taking of physical delivery of oil or trading in
the spot markets.  Your statement that the fund may do this to
"achieve its investment objective" is not meaningful disclosure.
Similarly, where you discuss employing spreads or straddles,
please
expand your disclosure to indicate under what circumstances the
fund
may invest in these instruments and clarify in what ways they are
"cost effective trading strategies."

Withdrawal of Unitholders, page 32

41. Please clarify whether the GP may require any unitholder, for
any
reason, to withdraw entirely from the partnership or whether the
GP`s
ability to require withdrawal is based upon the factors outlined
under this heading.  Your introductory sentence appears to imply
that
the ability of the GP to force the withdrawal of a unitholder
extends
beyond the factors outlined on page 32.  Please revise or advise.

What is the Plan of Distribution, page 34

42. Please revise your disclosure to describe the circumstances
under
which the Authorized Purchasers will be deemed to be statutory
underwriters.  This comment also applies to page 35 where you
state
that some of the activities of APs may render them underwriter
status.

43. Please disclose that the difference between the price paid by
Authorized Purchasers as underwriters and the price paid by
investors
to such Authorized Purchasers will be deemed underwriting
compensation.

Calculating NAV, page 34

44. We have revie