SecProbe.io

CORRESP
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corresp

JAMES M. CAIN

DIRECT LINE: 202.383.0180

Internet: james.cain@sablaw.com

[Sutherland Asbill & Brennan LLP Letterhead]

December 2, 2005

VIA MESSENGER AND EDGAR SUBMISSION

Ms. Karen J. Garnett

Assistant Director

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

    Re:

    United States Oil Fund, LP

    Registration No. 333-124950

Dear Ms. Garnett:

     On behalf of United States Oil Fund, LP (the “Registrant”), attached is Pre-Effective
Amendment No. 3 (the “Amendment”) to the above-captioned Registration Statement on Form S-1. The
Amendment has been marked to show changes from Pre-Effective Amendment No. 2 to the above-captioned
Registration Statement. In the Amendment, the Registrant has made changes in response to the
Staff’s comments on Pre-Effective Amendment No. 2 provided to the Registrant by your letter dated
October 28, 2005, has updated certain information, and has made certain other stylistic and
formatting changes.

     We have provided below the Registrant’s responses to each of the Staff’s comments on
Pre-Effective Amendment No. 2.

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.

Ms. Karen J. Garnett

December 2, 2005

Page 2

    Response: The Registrant is filing this letter as “CORRESP” on EDGAR and is also filing its
response letter to Pre-Effective Amendment No 1. as “CORRESP” on EDGAR. The Registrant will
also file 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.

    Response: Disclosure regarding the role of the “Market Makers/Specialists” has been added
to the “What is the Plan of Distribution?” of the prospectus. The Registrant expects to
enter into Authorized Purchaser agreements with one or more Authorized Purchasers.

    Authorized Purchasers may be broker-dealers required to register with the Commission under
the Securities Exchange Act of 1934, or other financial institutions such as banks, hedge
funds, or pension funds that are not required to be so registered. Some Authorized
Purchasers may be institutional investors, such as hedge funds or pension funds, that will
buy and hold units in their own account. With respect to Authorized Purchasers that are
registered broker-dealers, one will be designated as the market maker or specialist by the
American Stock Exchange. This firm will buy units in Creation Baskets from the Registrant
to hold in inventory and/or in response to investor demand, and then resell individual units
to other broker-dealers or retail customers through the Exchange. The specialist firm also
will be responsible for making an orderly market for the Registrant’s units on the Exchange,
buying and selling units as required, and in so doing will establish bid and ask prices
throughout each trading day. Because of certain arbitrage opportunities described in the
Registrant’s prospectus, the bid/ask spread is expected to be narrow and closely track the
Registrant’s NAV throughout each trading day.

    Other broker-dealers that are Authorized Purchasers are expected to buy units in Creation
Baskets either to hold in inventory or in response to customer demand. These firms
typically seek to make an “upstairs market” through their own trading desks.

    The Registrant has not been advised that there will be a “Market Making” prospectus, but
will use the preliminary prospectus prior to the effective date in discussions with
prospective Authorized Purchasers. On and after the effective date, Authorized Purchasers
are required by the Authorized Purchaser Agreement to agree that because new Creation
Baskets can be created and units therein issued on an ongoing basis, at any point during the
life of the partnership, a “distribution,” as such term is used in the Securities Act of
1933 (the “1933 Act”), may be occurring with respect to resales of these

Ms. Karen J. Garnett

December 2, 2005

Page 3

    Units. Authorized Purchasers are cautioned that some of its activities may result in its
being deemed a purchaser in a distribution in a manner which would render it a statutory
underwriter and subject it to the prospectus-delivery and liability provisions of the 1933
Act. The Authorized Purchaser is required to review the “Plan of Distribution” portion of
the Registrant’s prospectus and consult with its own counsel in connection with entering
into the Authorized Purchaser Agreement and placing an order for one or more Creation
Baskets. In addition to satisfying the prospectus delivery and disclosure requirements of
the 1933 Act, each Authorized Purchaser is required by the Authorized Purchaser Agreement to
comply with the disclosure delivery requirements under the Commodity Exchange Act (“CEA”),
including, with respect to the CEA, the requirement that it provide an acknowledgement of
receipt of the prospectus (the “CEA Acknowledgement”), to the Registrant, directly or
through its agent, the Marketing Agent, prior to payment of the purchase price for any
Creation Basket to the Registrant. Authorized Purchasers also are required to agree that
they will require each subsequent distributor of the units to expressly agree to comply with
the aforementioned Commission and CEA requirements, including the requirement that it
receive and retain on behalf of the Fund the CEA Acknowledgement from each purchaser of the
units to the extent required by the Commodity Futures Trading Commission. Finally,
Authorized Purchasers are required to agree to require each such distributor to maintain
records of the CEA Acknowledgement for specified period thereafter.

    To the extent that Authorized Purchasers’ promotional or other activities cause it to be
acting as purchasers in the distribution of the Registrant’s units, they are required to
comply with the prospectus delivery requirements of the 1933 Act. We anticipate that
Authorized Purchasers so acting will deliver preliminary or final prospectuses, as the case
may be, to their customers.

    3.

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

    Response: The Registrant has relocated 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.

    Response: The Registrant revised the prospectus to include the appropriate disclosure in
Guide 5. The Registrant did not include information on suitability standards because it did
not believe that requirement was intended for this sort of exchange traded offering. The
Registrant also did not include a use of proceeds chart because the proceeds will be

Ms. Karen J. Garnett

December 2, 2005

Page 4

    invested into Oil Futures Contracts, Other Oil Interests, and Treasuries. Underwriting
commissions and other expenses will not be paid out of the proceeds. In addition, the
Registrant did not include a section on real estate investments because the Registrant will
not be investing in real estate and it did not provide a summary of promotional and sales
material because currently the Registrant does not have any such material. Finally, the
Registrant did not include prior performance tables because the General Partner is a new
company so it does not have a prior performance history. As disclosed in the Registration
Statement, the only performance history of the General Partner’s affiliates is as follows:
Nicholas Gerber, the president of the General Partner, ran the Marc Stevens Futures Index
Fund over 10 years ago. This fund combined commodity and stock indexes. It was a small
private offering, which had under $1 million in assets. The Marc Stevens Futures Index Fund
was a commodity pool and Mr. Gerber was the Commodity Pool Operator. In addition,
Ameristock Corporation is an affiliate of the General Partner and it is a California-based
registered investment advisor that has been sponsoring and providing portfolio management
services to mutual funds since 1995. Ameristock Corporation is the investment adviser to
the Ameristock Mutual Fund, a registered mutual fund focused on large cap US equities that
has over $1 billion in assets. Ameristock does not have investment objectives similar to
that of the Registrant.

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.

    Response: It is expected that Authorized Purchasers that sell units to new investors will
be required by market pressures to sell the units at approximately the ask prices prevailing
on the American Stock Exchange at the time of the sale. To the extent that an Authorized
Purchaser attempted to sell units at prices above those prevailing at the time on the
Exchange, the Authorized Purchaser’s customers could instead purchase the units from another
Authorized Purchaser or through the Exchange. To the extent additional demand was thereby
created on the Exchange, the specialist firm could fulfill such demand by purchasing new
Creation Baskets from the Registrant.

    The Registrant has revised the prospectus on the cover page, page 2 of the Summary, and page
42 in “Secondary Market Transactions” to clarify the manner in which sales of units by
Authorized Purchasers to new investors will be priced.

    6.

    We note that the pricing table at the bottom of the page refers to “Initial Basket.” Please
revise to clarify the meaning of this term.

Ms. Karen J. Garnett

December 2, 2005

Page 5

    Response: The Registrant has revised the pricing table to explain that the “Initial Basket”
refers to the price of the units in the first basket sold.

    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.

    Response: The Registrant anticipates that this will be a continuous offering and that it
will not terminate until all of the registered units have been sold. The Registrant
estimates that all registered units will be sold approximately one year from the effective
date.

    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.

    Response: The preliminary prospectus will be used prior to effectiveness for marketing
purposes, but no sales will be made prior to the effective date. The Registrant will
require the Marketing Agent, Authorized Purchasers, or anyone that solicits interest in
purchasing the units to obtain from the potential purchaser an acknowledgement that the
potential purchaser received a copy of the preliminary prospectus.

    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

    Response: The Registrant removed the parenthetical definitions from the cover page and has
further reduced its use of capitalized terms in the forepart of the prospectus. However, the
Registrant believes that the term “General Partner” should remain capitalized because it
refers to a specific entity, Victoria Bay Asset Management, LLC.

Ms. Karen J. Garnett

December 2, 2005

Page 6

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

    Response: The Registrant moved the glossary to an appendix and moved the above-mentioned
sections to the back of Part One of the prospectus.

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.

    Response: The Registrant has included a paragraph describing the methodology that the
General Partner intends to employ 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.

    Response: On page 8, the Registrant has revised the prospectus to explain that it will not
calculate NAV per unit prior to the effective date. As disclosed on the cover page, the
summary, and the body of the registration statement, the offering price of the units in the
first creation basket sold will be based on the closing price of near-month oil futures
contracts for WTI light, sweet crude oil as listed on the New York Mercantile Exchange on
the last business day prior to the effective date of the registration statement. The first
time that the Registrant will calculate NAV per unit will be as of the earlier of the close
of the New York Stock Exchange or 4:00 p.m. New York time on the effective date. The NAV
per unit before the effective date is not meaningful to investors because it will not
reflect the price of a barrel of WTI light, sweet crude oil.

Ms. Karen J. Garnett

December 2, 2005

Page 7

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.

    Response: The Registrant moved the information in the footnote to the introductory
paragraph preceding the breakeven analysis.

    14.

    Ple