SecProbe.io

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      December 20, 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. 3 to Registration Statement on Form S-1
      Filed December 5, 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 changed your company name on September 30,
2005.
Please make a corresponding change to your company information in
the
EDGAR system.

2. We have reviewed your revisions in response to comment 5, and
we
re-issue the comment.  Please provide investors with a more
meaningful description of the expected offering price of units by
APs
to their retail customers.  We note, for example, that you state
the
price will vary depending upon, "among other factors," the trading
price and NAV.  Please clarify what "other factors" will influence
the offering price by the APs.  If it is expected that the
offering
price will be between the market price and NAV, please state this.

3. We have reviewed your response to comments 2 and 8.  Please
revise
the prospectus to clearly state that Authorized Purchasers will
comply with the prospectus delivery requirements in connection
with
sales of units to its customers.  We note your response where you
state that you "anticipate" that APs will deliver preliminary or
final prospectuses to their customers.  It is not clear why
delivery
of a preliminary prospectus only would satisfy the prospectus
delivery requirements.  Please advise.  In addition, since APs
will
only purchase securities after the registration statement is
effective, please tell us how APs intend to use preliminary
prospectuses in connection with offers and sales to their
customers.

Cover Page

4. To make your cover page more readable, please consider omitting
the second paragraph of text.  This information is not required by
Item 501 and may be better suited for the prospectus summary.

Prospectus Summary

Overview of USOF, page 1

5. Please explain why the timing of the purchase of the Benchmark
Oil
Futures Contract influences whether you purchase a near-month
contract or a second to nearest out contract.

6. Please revise to explain what the "near-month futures contract"
and "second to nearest out" futures contract represent.  We note
that
"near month" is defined in the glossary, but we believe that
additional disclosure in the summary would be helpful to
investors.

7. We refer to your statement that "The performance of USOF`s
investments in United States government obligations and cash and
cash
equivalents may not correlate with the performance of WTI light,
sweet crude oil."  Please revise to make clear that you do not
expect
any correlation between the interest income you receive and the
price
movement of the spot price of WTI light, sweet crude oil.

The Units, page 3

8. We refer to the first sentence under this heading.  Please make
clear that the units are registered by this registration
statement,
not that they will be registered.

Risk Factors

9. Please include a risk factor that addresses the fact that, with
adequate notice, you may require a unitholder to withdraw from the
partnership for any reason as discussed on page 36.  As part of
this
risk factor, please emphasize that, upon notice, you may require
withdrawal even in situations where the unitholder has complied
completely with the provisions of the LP Agreement.

USOF`s NAV may not correlate with the price of the Benchmark Oil
Futures,... page 10

10. Please clarify why USOF "may not be able to buy/sell the exact
number of Oil Futures Contracts and Other Oil Interests to have a
perfect correlation with NAV" and why USOF may be unable to
purchase
these instruments at the market price.

11. Please clarify why the short-term supply and demand for WTI
light, sweet crude oil may cause the market price to vary from the
NAV in light of the fact that you will be continually buying and
selling futures contracts, whose prices are affected by short-term
supply and demand.

12. We refer to the final bullet point under this heading.  Please
clarify why the correlation between NAV and the spot price of WTI
light, sweet crude oil may be less as USOF grows.  The example you
include appears to indicate that correlation is expected to
increase
as your assets grow.

There are position limits and the potential of tracking error,
which
could cause,... page 14

13. Please disclose, based on the most recent price of a WTI
futures
contract, at what point you would reach the speculative position
limits imposed by NYMEX.  Also, it appears that the contract price
on
September 29, 2005 should be $66,790, rather than $66.79, which
appears to be the price per barrel.  Please revise as appropriate.

14. We have reviewed your response to comment 25, and we re-issue
the
comment.  Please revise to explain the meaning of "tracking error"
in
the risk factor.

15. We refer to the final sentence under this heading that states
that, "trading on these other exchanges will not harm USOF`s
ability
to track the spot price of WTI light, sweet crude oil because it
will
engage in over-the-counter swaps to mitigate the differences."
Since
you have not begun operations it does not appear that the company
can
definitively make such a statement.  Please revise to remove it or
advise us as to why you believe the statement is meaningful to
investors.

USOF`s existing units are, and any units USOF issues in the future
will be,... page 15

16. Please describe this risk in more detail.  In addition, please
clarify whether transfer restrictions apply to investors who
purchase
your units from an Authorized Purchaser.  Your disclosure on page
35
states that there are restrictions on transfer by investors who
wish
to become holders of record and receive cash distributions.

There is a risk that USOF will not earn trading gains sufficient
to
compensate,... page 16

17. We have reviewed your response to comment 28 and re-issue the
comment.  Please disclose the fees payable to ALPS and Brown
Brothers
Harriman under this heading.

USOF may be subject to liquidity risk with respect to its over-
the-
counter,... page 20

18. Please clarify what you mean by your statement that over-the-
counter contracts are "less marketable," and the risk investors
face
as a result of the value of such contracts diminishing as a
result.

Prior Performance of the General Partner and Affiliates, page 25

19. We note your response to comment 4 and the additional
disclosure.
Please tell us why you have not included prior performance
information for the Ameristock Mutual Fund, in accordance with
Item 8
of Guide 5.  Please note that Item 8 refers to prior performance
of
programs sponsored by your general partner and affiliates of your
general partner.

What are Oil Futures Contracts, page 30

20. Please revise to clarify that oil futures contracts trade in
units of 1,000 barrels.  Also, please discuss how contracts are
priced.

21. Please revise to disclose the actual position limits and price
limits currently imposed by the NYMEX.  Also, please clarify the
meaning of "net" speculative position.

What are the trading policies of USOF? - page 33

22. We have reviewed your response to comment 40, and we re-issue
the
comment.  While we understand that futures contracts are not
required
to be cash-settled, we still do not understand under what
circumstances United States Oil Fund would take physical delivery
of
the commodity and how physical delivery could cause the NAV to
more
closely track the spot price of WTI light, sweet crude oil.
Similarly your description of when the fund may use a spread or
straddle appears to merely repeat the definition of spreads and
straddles.  Please revise to include a description of the fund`s
policies with respect to these matters.

Transfer of Units, page 35

23. We note your statement that if investors want to become
holders
of record and receive cash distributions, they must deliver an
executed transfer application certifying that they are bound by,
among other things, the LP Agreement.  Elsewhere, you state that
the
fund does not anticipate making cash distributions, and it is not
clear how making cash distributions would allow the fund to track
the
spot price of WTO light, sweet crude oil.  Please revise to
clarify
under what circumstances the fund may make cash distributions to
unit
holders.

What is the Plan of Distribution?, page 36

24. Refer to the next-to-last full paragraph on page 37.  Please
revise to state that dealers who are neither APs nor underwriters,
but are nonetheless participating in a distribution, would be
unable
to take advantage of the prospectus delivery exemption provided by
Section 4(3).

Redemption Procedures, page 41

25. We refer to your response to comment 47 in which you state
that
APs may not withdraw a redemption request.  We are unable to
locate
this disclosure under this heading.  Please revise to include it
or
advise us as to where this disclosure can be found.

No resolution of conflicts procedure, page 57

26. We have reviewed your response to comment 50.  Your revisions
reflecting the fact that any disputes will be resolved through
negotiations with the GP or through Delaware Courts does not
address
who is tasked with determining fairness to unitholders as required
by
the bullet points on page 58.  Please revise to state, consistent
with your response, that the general partner will make the
fairness
determinations described at the top of page 58.

Tax Status of USOF, page 63

27. We note that counsel`s opinion is based on the representations
of
USOF and the general partner.  The representation regarding
"qualifying income" appears to be a legal conclusion that is
critical
to the opinion and therefore is not appropriate.  Please revise
the
disclosure to remove or revise the reference to this
representation.

Information You Should Know, page 75

28. Please tell us the basis for your statement that the
prospectus
incorporates by reference important business and financial
information.  Alternatively, please omit the references to
incorporation by reference.

Glossary of Defined Terms - Appendix A

29. Since you use the defined term "Benchmark Oil Futures
Contract"
throughout the prospectus, please include a definition of that
term
in the glossary.

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	You may contact Yolanda Crittenden at (202) 551-3472 or Jorge
Bonilla, Senior Accountant, at (202) 551-3414 if you have
questions
regarding comments on the financial statements and related
matters.
Please contact Owen Pinkerton, Attorney-Advisor, at (202) 551-3694
or
me at (202) 551-3780 with any other questions.

Sincerely,

							Karen J. Garnett
							Assistant Director

cc:	W. Thomas Conner, Esq. (via facsimile)
	James M. Cain, Esq.
	Sutherland, Asbill & Brennan LLP
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Nicholas D. Gerber
United States Oil Fund, LP
December 20, 2005
Page 6

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