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United States securities and exchange commission logo
May 13, 2020
John P. Love
Chief Executive Officer
United States Oil Fund, LP
1850 Mt. Diablo Boulevard, Suite 640
Walnut Creek, CA 94596
Re:United States Oil Fund, LP
Amendment No. 3 to Registration Statement on Form S-3
Filed May 11, 2020
File No. 333-237750
Dear Mr. Love:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 7, 2020 letter.
Amendment No. 3 to Registration Statement on Form S-3
Prospectus Summary
USO’s Investment Objective and Strategy, page 1
1.We note your response to comment 2 and your revised disclosure.  Please revise the first
sentence of the first paragraph to clarify that this is your long-term strategy and, as
discussed, below, you are not currently following it. Please revise similar disclosure
throughout the prospectus for consistency.
2.We note your response to comment 2 and your statement to us “that the investment
objective of the Company remains the same: to track the performance of the Benchmark
Oil Futures Contract.”  We further note that during April and May 2020 you have invested

 FirstName LastNameJohn P. Love
 Comapany NameUnited States Oil Fund, LP
 May 13, 2020 Page 2
 FirstName LastNameJohn P. Love
United States Oil Fund, LP
May 13, 2020
Page 2
in Oil Futures Contracts other than the Benchmark Oil Futures Contract, and that currently
you continue to be invested in Oil Futures Contracts other than the Benchmark Oil Futures
Contract.  As your stated intention is to return to investing in the Benchmark Oil Futures
Contract, please disclose the circumstances under which you believe you would be able to
do so.  Please provide sufficient detail to permit an investor to understand what it would
take for you to return to your stated investment objective.  In doing so, at a minimum,
please address the following:

•How long you believe it could take to make the transition from your current
investment mix back to your historical investment levels in the Benchmark Oil
Futures Contract.
•What regulatory, governance and administrative hurdles would you need to overcome
in order to effect such a transition.
•What material risks would you face in effecting such a transition.
3.We note your response to comment 2 and your revised disclosure in third paragraph “that
USO has not been able to meet its investment objective as favorably as it has in the past.”
 Please expand this disclosure by clarifying what you mean by “not . . . as favorably as it
has in the past.”  In doing so, please quantify the disparity by comparing your historical
tracking error and your recent tracking error since April 17, 2020.
What Is the “Benchmark Oil Futures Contract”?, page 2
4.Please revise the third paragraph to indicate whether recent daily changes in the price of
USO’s shares on the NYSE Arca on a percentage basis have closely tracked the daily
changes in the spot price of a barrel of light, sweet crude oil on a percentage basis, less
USO’s expenses.
Recent Development Impacting the Ability of USO to Achieve Its Investment Objective, page 3
5.Please revise the first paragraph to indicate that the circumstances you describe as
hypothetical actually have occurred.
6.Please describe the specific constraints placed on you by your FCM and how those
constraints impact your ability to invest in the Benchmark Oil Futures Contract, the ICE
WTI Contract or any other oil futures contracts.  Please also file your agreement with your
FCM as an exhibit to the registration statement or tell us why you believe this is not
required.
Risk Factors Involved with an Investment in USO, page 9
7.We note your response to the third bullet point in comment 6.  Please add a new risk
factor that addresses the possibility that your shares could fail to meet the NYSE Arca’s
listing standards for price per share and the consequences thereof (e.g., delisting).
 Describe here the recent decrease in the value of your shares, including a discussion of
your decision to effect a one-for-eight reverse stock split in order to increase the price per

 FirstName LastNameJohn P. Love
 Comapany NameUnited States Oil Fund, LP
 May 13, 2020 Page 3
 FirstName LastName
John P. Love
United States Oil Fund, LP
May 13, 2020
Page 3
share.
Correlation Risk
An investment in USO is not a proxy for investing in the oil markets, page 13
8.We note your response to the first bullet point in comment 6 and your revised disclosure.
Please further expand your revised risk factor to specifically address the risks to investors
with using the fund as a proxy for investing in oil.  In doing so, please address particularly
the risks to non-professional investors who are not experienced in investing in oil futures
and may not have ready access to the types of information that professional investors may
have.
Prior Performance of USO, page 40
9.We note your response to comment 8.  Please add disclosure immediately after the last
table on page 40 to disclose that, at the market close on April 21, 2020, the price of your
shares was 36% higher than your reported end of the day per share NAV.
            Please contact Sonia Bednarowski at 202-551-3666 or Justin Dobbie, Legal Branch
Chief, at 202-551-3469 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance