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May 29, 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. 5 to Registration Statement on Form S-3
Filed May 26, 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 13, 2020 letter.
Amendment No. 5 to Registration Statement on Form S-3
Prospectus Summary
Recent Developments Impacting the Ability of USO to Achieve Its Investment Objective and
Strategy, page 3
1.We note your response to comment 6 and disclosure that the limitations being imposed by
the exchanges and your FCM will “significantly limit” your ability to invest the proceeds
of the purchases of Creation Baskets in Oil Futures Contracts.  Please revise your
disclosure on page 3 and throughout to clarify that, while the current limits are in place,
you will be unable to invest the proceeds from the sale of Creation Baskets in new
Benchmark Oil Futures Contracts and other Oil Futures Contracts, and in order to so
invest any proceeds you will need to negotiate a new arrangement with your current FCM

 FirstName LastNameJohn P. Love
 Comapany NameUnited States Oil Fund, LP
 May 29, 2020 Page 2
 FirstName LastName
John P. Love
United States Oil Fund, LP
May 29, 2020
Page 2
or find one or more new FCMs.
Risk Factors Involved with An Investment in USO
Investment Risks, page 11
2.We note your disclosure that the market price at which investors buy or sell shares may be
significantly less or more than NAV.  Please include a new risk factor that addresses the
specific risks to investors who purchase shares at a premium to NAV per share given that
premiums can be transitory and purchasing at a premium could have a material impact on
an investor’s ability to achieve a return on their investment.
Other Risks
USO and USCF may have other conflicts of interest, page 24
3.We note that, due to your current investment strategy, you are currently holding and may
continue to invest in the same type of oil futures contracts that other USCF funds currently
hold and purchase pursuant to their investment strategy.  For example, it appears there is
overlap between the investments currently held by USO and the United States 12 Month
Oil Fund, LP.  It also appears that the limits imposed in the CME Letters apply to both of
these oil funds.  Please address here and throughout whether USO’s current investment
strategy creates additional actual or potential conflicts of interest with USCF’s other oil
funds, describing the conflicts and the material risks they represent to investors.
Exhibits
4.Please obtain a currently dated consent from your auditor and file it as an exhibit with
your next amendment.
General
5.As appropriate, please revise throughout to update your disclosure to the most recent
practicable date.  For example, on page 56, you include your beneficial ownership
disclosure as of March 31, 2020, and on page 75, you identify your Authorized
Participants as of March 31, 2020.
            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