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[Sutherland Asbill & Brennan LLP Letterhead]

JAMES M. CAIN

DIRECT LINE: 202.383.0180

Internet: james.cain@sablaw.com

October 5, 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 (formerly, New York Oil ETF, LP)

    Registration No. 333-124950

Dear Ms. Garnett:

     On behalf of the United States Oil Fund, LP1 (the “Registrant”), enclosed for your
convenience are five courtesy copies of Pre-Effective Amendment No. 2 (the “Amendment”) to the
above-captioned Registration Statement on Form S-1. The Amendment was filed with the Commission on
October 4, 2005. The enclosed copy has been marked to show changes from Pre-Effective Amendment
No. 1. In the Amendment, the Registrant has made changes in response to your comments, updated
certain information, and made certain other stylistic and formatting changes.

     Also, we are providing the Registrant’s responses to your comments of August 26, 2005 on
Pre-Effective Amendment No. 1. Each of your comments is set forth below, followed by the
Registrant’s response.

General

    1.

    We note that you are a registered commodity pool. Please confirm to us that you have filed
this registration statement with the National Futures Association for their review.

    1

    United States Oil Fund, LP was formerly named New
York Oil ETF, LP.

Ms. Karen J. Garnett

October 5, 2005

Page 2

    Response: As a point of clarification, while the prospectus included in Pre-Effective
Amendment No. 1 used the convention employed in some other commodity pool prospectuses of
describing the Registrant as a “registered” commodity pool, the Registrant’s General
Partner, Victoria Bay Asset Management, LLC (formerly named Standard Asset Management, LLC),
rather than the Registrant, is required by rules of the Commodity Futures Trading
Association (the “CFTC”) to register with the National Futures Association (the “NFA”) as a
“commodity pool operator” (“CPO”). Accordingly, the Registrant’s prospectus has been
revised to disclose that the General Partner is in the process of registering with the NFA
as a commodity pool operator. When the General Partner is registered with the NFA as a CPO,
the General Partner anticipates filing the current prospectus for the Registrant included in
its Form S-1 registration statement with the NFA as the “Disclosure Document” required by
CFTC rules to be delivered to prospective pool participants in connection with the
distribution of units.

    2.

    We consider the sale of shares by the Fund to Authorized Purchasers and the resale of these shares by Authorized Purchasers to investors as one offering by the Fund through the
Authorized Purchasers, which are acting as underwriters. Please confirm to us that the
Authorized Purchasers will distribute this prospectus in connection with their sales to other
investors. Also, please revise your document, including the prospectus cover page, the
description of subscription procedures, and the plan of distribution, to clearly describe the
terms of the offering to persons who purchase your shares from the Authorized Purchasers.
Please ensure that the material terms of those offerings, including the offering price, are
clearly disclosed.

    Response: Authorized Purchasers may be deemed participants in a distribution in a manner
that would render them statutory underwriters and subject them to the prospectus delivery
and liability provisions of the Securities Act of 1933 (the “1933 Act”). To the extent that
Authorized Purchasers are deemed statutory underwriters, the Registrant confirms that
Authorized Purchasers will be required to deliver the prospectus in connection with their
sales to other investors as part of a distribution of units. The prospectus, including the
prospectus cover page, the description of subscription procedures, and the plan of
distribution have been revised to more clearly describe the terms of the offering to persons
who purchase the Registrant’s units from the Authorized Participants. (In this regard, the
section of the prospectus captioned “What Is the Plan of Distribution” in the portion of the
prospectus titled “The Offering” has been revised and expanded.)

    3.

    We note that that the units will be sold at net asset value after the initial offering
period has closed. Accordingly, please tell us how the offering will comply with Item
415(a)(4) of Regulation S-K, relating to at-the-market offerings. Also, we note that sales by

Ms. Karen J. Garnett

October 5, 2005

Page 3

    Authorized Purchasers to other investors will be made at market prices. Please provide a
detailed analysis of whether those sales should be viewed as an at-the-market offering.

    Response: First, you note that the units will be sold at net asset value (“NAV”) after the
initial offering period has closed and you ask for an explanation of how the offering will
comply with Item 415(a)(4) of Regulation S-K, relating to at-the-market
offerings.2 You then note that sales by Authorized Purchasers to other investors
will be made at market prices and you ask for a detailed analysis of whether those sales
should be viewed as an at-the-market offering. We provide below certain background we think
may be useful in answering both of your questions, followed by our answers to each of your
questions.

    Background. The Registrant will create and redeem units from time to time, but only in one
or more Creation Baskets or Redemption Baskets. The creation and redemption of Baskets will
only be made in exchange for delivery to the Registrant or the distribution by the
Registrant of short-term Treasury securities and cash in an amount equal to the purchase or
redemption price of the Baskets being created or redeemed. The purchase or redemption price
will be the combined NAV of the number of units included in the Baskets being created or
redeemed based upon NAV of the Registrant determined at the close of business on the day the
order to create or redeem Baskets is properly received.

    Authorized Purchasers are the only persons that may place orders to create and redeem
Baskets. Authorized Purchasers must be registered broker-dealers or other securities market
participants, such as banks and other financial institutions, that are not required to
register as broker-dealers to engage in securities transactions. Authorized Purchasers may
act for their own accounts or as agents for broker-dealers, custodians and other securities
market participants that wish to create or redeem Baskets. An order for one or more Baskets
may be placed by an Authorized Purchaser on behalf of multiple clients. Authorized
Purchasers who purchase or redeem Baskets receive no fees, commissions or other form of
compensation or inducement of any kind from either the Registrant or the General Partner for
such redemption or purchase, and no such person has any obligation or responsibility to the
General Partner or the Registrant to effect any sale or resale of purchased units.

    The Registrant issues and redeems units only once per day and only at the official NAV
calculated by the Registrant’s custodian (Brown Brothers Harriman) based on the market value
of the Registrant portfolio holdings as of 4:15 PM New York time. It is not expected that
any Authorized Purchaser will maintain a secondary market in individual units. The American
Stock Exchange will designate one or more member firms to act as a specialist or
market-maker and maintain a market for the units that trade on the Exchange. Units are
expected to trade in the secondary market on the American Stock

    2

    We presume the intended reference is to Rule
415(a)(4) under the 1933 Act.

Ms. Karen J. Garnett

October 5, 2005

Page 4

    Exchange throughout the day in the same manner as other listed equity securities. The price
of units trading in the secondary market will be based on a current bid/offer market. No
secondary sales will be made to brokers or dealers at a concession by the Registrant or by
an Authorized Purchaser while acting as an underwriter. Transactions involving the
Registrant’s units in the secondary market — which will be between purchasers and sellers
and will not involve the Registrant — will be subject to customary brokerage commissions and
charges.

    Units may trade in the secondary market at prices that are lower or higher relative to their
NAV per unit. The amount of the discount or premium in the trading price relative to the
NAV per unit may be influenced by various factors, including the number of investors who
seek to purchase or sell units in the secondary market and the liquidity of the Oil Futures
Contracts market and the market for Other Oil Interests. While the units trade on the
American Stock Exchange until 4:15 PM New York time, liquidity in the market for Oil Futures
Contracts and Other Oil Interests may be reduced after the close of the New York Mercantile
Exchange at 2:30 PM New York time. As a result, during this time, trading spreads, and the
resulting premium or discount, on the units may widen. However, like shares of
exchange-traded funds, the price at which units trade are expected to be disciplined by
arbitrage opportunities created by the ability to purchase or redeem units at NAV, which
should limit the likelihood that units trade at a material premium or discount in relation
to NAV.

    First Question: If units will be sold at net asset value (“NAV”) after the initial offering
period has closed, how will the offering comply with Item 415(a)(4) of Regulation S-K,
relating to at-the-market offerings? Because of the reference to sales of units at NAV, we
presume that your first question relates to sales of Creation Baskets by the Registrant to
Authorized Participants, which will be effected at the NAV calculated by the Registrant’s
custodian as of 4:15 p.m. New York time. We do not believe that the sale of its units at
NAV to Authorized Purchasers should be viewed as an “at-the-market” offering. Rule
415(a)(4)(iv) defines an “at-the-market” offering as “an offering of securities into an
existing trading market for outstanding shares of the same class at other than a fixed price
on or through the facilities of a national securities exchange or to or through a market
maker other than on an exchange.” Therefore, for an offering of securities to be
“at-the-market,” the offering must be (i) into an existing trading market for outstanding shares of the same class; (ii) at other than a fixed price; and (ii) on or through the
facilities of a national securities exchange or to or through a market maker other than an
exchange.

    We have found no guidance as to how to interpret the “other than at a fixed price”
requirement in the context of an offering by a commodity pool at NAV. However, we believe a
plain English reading of the term “at-the-market” connotes an offering at the market price
at which the Registrant’s units are trading at any time on the American

Ms. Karen J. Garnett

October 5, 2005

Page 5

    Stock Exchange (where they will be traded). As noted, the market price for units at any
time will reflect the confluence of multiple factors, including NAV. However, while it is
expected that the units’ market price will closely track NAV, the two measurements are
distinct and could foreseeably differ in value. Accordingly, an offering by the Registrant
at NAV would not be the same as an offering at market price.

    More generally, it appears that that the special disclosure and due diligence requirements
of Rule 415(a)(4) were adopted to address situations where an issuer of securities issues
securities only on a delayed basis to take advantage of circumstances where the securities
are trading in the market at a premium3 and there is a potential for
manipulation.4 In these situations, the Commission concluded that such offerings
may raise novel market and disclosure concerns that could be mitigated by restricting
at-the-market offerings to seasoned issuers that have been filing periodic reports under the
1934 Act for some period of time, and requiring the ongoing involvement of an underwriter
to conduct due diligence on the offering.5

    The Registrant, on the other hand, will issue units in Creation Baskets at a fixed price —
NAV calculated as of 4:15 PM New York time. The Registrant has no discretion to vary the
price of units offered in Creation Baskets due to changes in the market price of its units
or otherwise. The Registrant also does not have any discretion as to when it will issue
units in Creation Baskets; Authorized Participants determine when this will occur. In sum,
we do not believe the creation of Baskets at NAV represents the opportunity for market
manipulation by the Registrant any more than a mutual fund can manipulate the market by
selling shares at the NAV of the fund’s shares next determined as required by Rule 22c-1 of
the 1940 Act.

    Second Question: If sales will be made by Authorized Purchasers to other investors at
market prices, provide a detailed analysis of whether those sales should be viewed as an
at-the-market offering. The Registrant does not require Authorized Purchasers to sell units
to other investors at market prices. In many, if not most, cases Authorized Purchasers will
sell units in accordance with bid prices established by specialist firm(s). However, as a
practical matter an Authorized Purchaser with inventory purchased at a prior day’s NAV may
be able to sell at current bid prices only if the Authorized

    3

    Cf. Pilgrim America Prime Rate Trust (pub. avail.
May 1, 1988) (request by fund to issue additional new shares during periods
when existing shares were trading in the market at a premium to NAV,
characterized as “at-the-market offering”); the shares were closed

    4

    See Securities Act Release No. 6276 (December 23,
1980) (statement by Commission that a continuous offering by an issuer of its
equity securities “at the market,” without formal underwriting
arrangements, represents a novel method of issuer entrance into the market
place and may raise issues under the anti-manipulative provisions of the 1934
Act).

    5

    See generally Securities Act Release No. 6334
(August 6, 1981) Section IV.

Ms. Karen J. Garnett

October 5, 2005

Page 6

    Participant has “covered” its position since the initial purchase of the units from the
Registrant by buying oil futures contracts or other oil commodity interests. Factors beyond
the Registrant’s or the Authorized Participant’s control will determine the relative
liquidity of the oil derivatives market. The price at which Authorized Participants who did
not or were not able to cover their positions will sell, will be driven by a variety of
factors, only one of which is the current market price of the units.

    Finally, we note that in practice, the entire process through which the Registrant’s offers
and sell its units will be fully disclosed in the Registrant’s prospectus. The Registrant’s
official opening NAV will be published each day on the Registrant’s website and by the
American Stock Exchange, and the American Stock Exchange will publish an “indicative fund
value” every 15 seconds throughout the day. As required by CEA, the Registrant through
broker-dealers will provide unitholders with a monthly account statement and an annual
report, and will make available on the Registrant’s website the periodic reports required by
the CFTC and the SEC to be filed with those agencies. The New York Mercantile Exchange oil
futures market that will be a primary determinant of the extent of any intra-day trading
spread is also extremely liquid and transparent. In summary, the process through which the
Fund and Authorized Purchasers will offer units does not appear to possess the
characteristics of the