**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      DC 20549**





**FORM
      10-K/A**


(Amendment
      No. 1)


(Mark
      One)





**x**
            Annual
                Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934 for the Fiscal Year Ended December 31,
                2006




 ̈
            Transition
                Report Pursuant to Section 13 or 15(d) Of the Securities Exchange
                Act of
                1934 for the transition period from ______________________ to
                ______________________.




Commission
      file number: 00 1-32834




**United
      States Oil Fund, LP**


**(Exact
      name of registrant as specified in its charter)**


**Delaware**
            **20-2830691****(State
                or other jurisdiction of incorporation or
                organization)**
            **(IRS
                Employer Identification
                No.)**




**1320
                Harbor Bay Parkway, Suite 145**
              **Alameda,
                California 94502****(Address
                of principal executive offices)****(510)
                522-3336****(Registrant’s
                telephone number, including area
                code)**




**Securities
      registered pursuant to Section 12(b) of the Act:**


(**Title
                  of class)**
              (**Name
                  of exchange on which registered)****Units**
              **American
                  Stock Exchange**




**Securities
      registered pursuant to Section 12(g) of the Act: None**




Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act.


Yes  ̈ No x




Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Act.


Yes  ̈ 
Nox




Indicate
      by check mark whether the Registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter periods as the Registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days.


YES x NO
       ̈




Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained
      herein, and will not be contained, to the best of registrant’s knowledge, in
      definitive proxy or information statements incorporated by reference in Part
      III
      of this Form 10-K/A or any amendment to this Form 10-K/A.


YES
xNO
       ̈




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (check
      one)


Large
                accelerated filer  ̈
              
              Accelerated
                filer  ̈
              
              Non-accelerated
                filer x


Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Act)  YES  ̈ NO x




The
      aggregate market value of the registrant’s common stock held by non-affiliates
      of the registrant as of June 30, 2006 was $265,126,000




The
      registrant had 18,800,000 outstanding units as of March 26, 2007.




**DOCUMENTS
      INCORPORATED BY REFERENCE**


**None.**












**United
      States Oil Fund, LP**




**Table
      Of Contents**


**Page**Part
                  IIIItem
                  10.
              
              Directors,
                  Executive Officers And Corporate Governance
              1Part
                  IVItem
                  15.
              
              Exhibits,
                  Financial Statement Schedules
              4Signatures
              
              
              5Exhibit
                  Index
              
              
              6









**Explanatory
      Note**




The
      United States Oil Fund, LP (“USOF”) is filing this Amendment No. 1 to its annual
      report on Form 10-K (“Form 10-K/A”) for the fiscal year ended December 31, 2006
      that was filed with the Securities and Exchange Commission on March 30, 2007
      (“Form 10-K”). This Form 10-K/A replaces Part III, Item 10 of the Form 10-K
      filed on March 30, 2007. The purpose of the Form 10-K/A is to revise disclosure
      found in the Form 10-K that stated that the Board of Directors of Victoria
      Bay
      Asset Management, LLC, the general partner of USOF (the “Board of Directors”),
      had determined that each of Malcolm Fobes III and Gordon Ellis had the necessary
      qualifications and experience to be considered an “Audit Committee Financial
      Expert” as such term is defined in Item 407(d)(5) of Regulation S-K under the
      Securities Exchange Act of 1934, as amended. Because of the experience and
      education of Messrs. Fobes and Ellis, each meets the financial sophistication
      requirements set forth by the American Stock Exchange and the applicable rules
      of the Financial Industry Regulatory Authority (“FINRA”) as they relate to audit
      committees. Given the limited scope of USOF’s activities and the qualifications
      and experience of all of the audit committee members, the Board of Directors
      did
      not feel it was necessary to make a determination as to whether any of the
      members of the audit committee had the necessary qualifications or experience
      to
      be considered an “Audit Committee Financial Expert.”




Except
      as
      set forth above, no other changes have been made to the Form 10-K, and the
      Form
      10-K/A does not amend, update or change any other items or disclosure found
      in
      the Form 10-K. Further, the Form 10-K/A does not reflect events that occurred
      after the filing of the Form 10-K.












**PART
      III**




**Item
      10.**  **Directors,
      Executive Officers and Corporate Governance.**




Messrs.
      Gerber and Mah also serve as executive officers of the General Partner. Its
      affairs are generally managed by the General Partner. The following individuals
      serve as Management Directors of the General Partner:




***Nicholas
      Gerber*** has been
      the President and CEO of the General Partner since June 9, 2005 and a Management
      Director of the General Partner since May 10, 2005. He maintains his main
      business office at 1320 Harbor Bay Parkway, Suite 145, Alameda, California
      94502. Mr. Gerber acts as a portfolio manager for USOF. He registered with
      the NFA as a Principal of the General Partner in November 2005, and as an
      Associated Person of the General Partner in December 2005. Currently, Mr. Gerber
      manages USNG. Mr. Gerber has an extensive background in securities
      portfolio management and in developing investment funds that make use of
      indexing and futures contracts. He is also the founder of Ameristock
      Corporation, a California-based investment adviser registered under the
      Investment Advisers Act of 1940, that has been sponsoring and providing
      portfolio management services to mutual funds since 1995. Since 1995,
      Mr. Gerber has been the portfolio manager of the Ameristock Mutual Fund,
      Inc. a mutual fund registered under the Investment Company Act of 1940, focused
      on large cap U.S. equities that currently has approximately $800 million in
      assets. In these roles, Mr. Gerber has gained extensive experience in
      evaluating and retaining third-party service providers, including custodians,
      accountants, transfer agents, and distributors. Prior to managing Ameristock
      Mutual Fund Inc., Mr. Gerber served as a portfolio manager with Bank of
      America Capital Management. While there he was responsible for the daily
      stewardship of four funds with a combined value in excess of $240 million.
      At
      Bank of America Capital Management, Mr. Gerber worked extensively in the
      development and managing of mutual funds and institutional accounts that were
      designed to track assorted equity market indices such as the Standard &
Poor’s 500 and the Standard & Poor’s Midcap 400. Before joining Bank of
      America, he was managing director and founder of the Marc Stevens Futures Index
      Fund, a fund that combined the use of commodity futures with equity stock index
      futures. The futures index fund was a commodity pool and Mr. Gerber was the
      CPO. It was ultimately purchased by Newport Commodities. Mr. Gerber’s two
      decades of experience in institutional investment include a period of employment
      as a floor trader on the New York Futures Exchange. Mr. Gerber has passed
      the Series 3 examination for associated persons. He holds an MBA in finance
      from
      the University of San Francisco and a BA from Skidmore College. Mr. Gerber
      is 44 years old.




***Howard
      Mah*** has been
      a Management Director of the General Partner since May 10, 2005, Secretary
      of
      the General Partner since June 9, 2005, and Chief Financial Officer of the
      General Partner since May 23, 2006. In these roles, Mr. Mah is involved in
      the
      management of both USOF and USNG. Mr. Mah also serves as the General
      Partner’s Chief Compliance Officer. He received a Bachelor of Education from the
      University of Alberta, in 1986 and an MBA from the University of San Francisco
      in 1988. He has been the Compliance Officer of Ameristock Corporation since
      2001; a tax & finance consultant in private practice since 1995, Secretary
      of Ameristock Mutual Fund since 1995 and Ameristock Focused Value Fund from
      December 2000 to January 2005; Chief Compliance Officer of Ameristock Mutual
      Fund since 2004 and the Co-Portfolio Manager of the Ameristock Focused Value
      Fund from December 2000 to January 2005. Mr. Mah is 42 years
      old.




***Andrew
      F. Ngim*** has been
      a Management Director of the General Partner since May 10, 2005 and Treasurer
      of
      the General Partner since June 9, 2005. As Treasurer of the General Partner,
      Mr.
      Ngim is involved in the management of both USOF and USNG. He received a Bachelor
      of Arts from the University of California at Berkeley in 1983. Mr. Ngim has
      been the Managing Director of Ameristock Corporation since 1999. He was the
      co-portfolio manager of the Ameristock Large Company Growth Fund from December
      2000 to June 2002 and a Benefits Consultant with PriceWaterhouseCoopers from
      1994 to 1999. Mr. Ngim is 46 years old.




***Robert
      L. Nguyen*** has been
      a Management Director of the General Partner since May 10, 2005. As a Management
      Director of the General Partner, Mr. Nguyen is involved on the management of
      both USOF and USNG. He received a Bachelor of Science from California State
      University Sacramento in 1981. Mr. Nguyen has been the Managing Principal
      of Ameristock Corporation since 2000. He was Co-Portfolio Manager of the
      Ameristock Large Company Growth Fund from December 2000 to June 2002 and
      Institutional Specialist with Charles Schwab & Company Inc. from 1995 to
      1999. Mr. Nguyen is 47 years old.




The
      following individuals provide significant services to USOF but are employed
      by
      the entities noted below:




***John
      Love*** acts as
      the Operations Manager and is employed by Ameristock. Mr. Love has served
      as the operations manager of Ameristock Corporation since 2002, where he is
      responsible for marketing the Ameristock Mutual Fund. From April 2001 to
      September 2002, Mr. Love was the project manager for TouchVision
      Interactive where he provided leadership to project teams while assisting with
      business and process development. From January 1996 to November 2000,
      Mr. Love was the managing director of Jamison/Gold (Keane Inc.) where he
      provided leadership to all departments including operations, production,
      technology, sales, marketing, administration, recruiting, and finance. From
      December 2000 to February 2001, Mr. Love was employed by Digital Boardwalk
      Inc. Mr. Love’s experience also includes leading a group of multimedia
      producers who controlled web and kiosk projects from pre-contract to deployment.
      He holds a BFA in cinema-television from the University of Southern California.
      Mr. Love does not have any experience operating a commodity pool.
      Mr. Love is 35 years old.




1


***John
      T. Hyland, CFA*** acts as
      a Portfolio Manager and as the Director of Portfolio Research and is employed
      by
      the General Partner. He registered with the NFA as an Associated Person of
      the
      General Partner in December 2005, and as a Principal of the General Partner
      in
      January 2006. In April 2006, Mr. Hyland became the Portfolio Manager and
      Director of Portfolio Research for USOF. As part of his responsibilities for
      USOF, Mr. Hyland handles day-to-day trading, helps set investment policies,
      and
      oversees USOF’s activities with its futures commission brokers,
      custodian-administrator, and marketing agent. Mr. Hyland has an extensive
      background in portfolio management and research with both equity and fixed
      income securities, as well as in the development of new types of complex
      investment funds. In July 2001, Mr. Hyland founded Towerhouse Capital
      Management, LLC, a firm that provides portfolio management and new fund
      development expertise to non-U.S. institutional investors. Mr. Hyland has
      been, and remains, a Principal and Portfolio Manager for Towerhouse.  From
      July 2001 to January 2002, Mr. Hyland was the Director of Global Property
      Securities Research for Roulac International, where he worked on the development
      of a hedge fund focused on global real estate stocks. From 1996 through 2001,
      Mr. Hyland was the Director of Securities Research and Portfolio Manager
      for the capital markets division of CB Richard Ellis, a global commercial real
      estate services firm. His division provided portfolio management of equities
      as
      an advisor or sub-advisor for mutual funds and separate accounts focused on
      real
      estate investment trusts. In addition, his group conducted research in the
      area
      of structured commercial real estate debt (including Commercial Mortgage-Back
      Securities, or “CMBS”), and lead the creation of one of the earliest
      re-securitizations of multiple CMBS pool tranches into a Collateralized Debt
      Obligation (“CDO”) vehicle. In the ten years prior to working at CB Richard
      Ellis, Mr. Hyland had worked as a portfolio manager or financial
      representative for several other investment firms and mutual funds.
      Mr. Hyland received his Chartered Financial Analyst (“CFA”) designation in
      1994. From 1993 until 2003, Mr. Hyland was on the Board of Directors of the
      Security Analysts of San Francisco (“SASF”), a not-for-profit organization of
      investment management professionals. He served as the president of the SASF
      from
      2001-2002. Mr. Hyland is a member of the CFA Institute (formerly AIMR). He
      is also a member of the National Association of Petroleum Investment Analysts
      (NAPIA), a not-for-profit organization of investment professionals focused
      on
      the oil industry. He serves as an arbitrator for the National Association of
      Securities Dealers (“NASD”), as part of their dispute resolution program. He is
      a graduate of the University of California, Berkeley and received a BA in
      political science/international relations in 1982. Mr. Hyland is 47 years
      old.




***Kathryn
      D. Rooney*** acts as
      a Marketing Manager and is employed by Ameristock and ALPS. Her primary
      responsibilities include soliciting orders, customers and customer funds.
      Currently, Ms. Rooney is the Director of Business Development for
      Ameristock Mutual Fund. She has held this position since September of 2003.
      Prior to working for Ameristock Mutual Fund, Ms. Rooney was the Regional
      Director for Accessor Capital Management from November of 2002 to September
      of
      2003. Before working at Accessor Capital Management, Ms. Rooney worked at
      ALPS Mutual Fund Services, Inc. as a National Sales Director. She held this
      position from May of 1999 through November of 2002. Before working at ALPS
      Mutual Fund Services, Inc., Ms. Rooney worked as a Trust Officer for Fifth
      Third Bank from June of 1994 through May of 1999. Ms. Rooney is 34 years
      old.




The
      following individuals serve as independent directors of the General
      Partner:




***Peter
      M. Robinson*** has been
      an Independent Director of the General Partner since September 30, 2005.
      Mr. Robinson has been employed with the Hoover Institution since 1993.
      Mr. Robinson graduated from Dartmouth College in 1979 and Oxford University
      in 1982. Mr. Robinson spent six years in the White House, serving from 1982
      to 1983 as chief speechwriter to Vice President George Bush and from 1983 to
      1988 as special assistant and speechwriter to President Ronald Reagan. After
      the
      White House, Mr. Robinson received an MBA from the Stanford University
      Graduate School of Business. Mr. Robinson then spent a year in New York
      City with Fox Television. He spent a second year in Washington, D.C., with
      the
      Securities and Exchange Commission, where he served as the director of the
      Office of Public Affairs, Policy Evaluation, and Research. Mr. Robinson has
      also written three books and has been published in the *New
      York Times, Red Herring* , and *Forbes
      ASAP* and he
      is the editor of *Can
      Congress Be Fixed?: Five Essays on Congressional Reform* (Hoover
      Institution Press, 1995). Mr. Robinson is 48 years old.




***Gordon
      L. Ellis*** has been
      an Independent Director of the General Partner since September 30, 2005.
      Mr. Ellis has been Chairman of International Absorbents, Inc. since July
      1988, President and Chief Executive Officer since November 1996 and a Class
      I
      Director of the company since July 1985. Mr. Ellis is also a director of
      Absorption Corp., International Absorbents, Inc.’s wholly-owned subsidiary.
      Mr. Ellis is a director/trustee of Polymer Solutions, Inc., a former
      publicly-held company that sold all of its assets effective as of February
      3,
      2004 and is currently winding
      down its operations and liquidating following such sale. Mr. Ellis is a
      professional engineer with an MBA in international finance. Mr. Ellis is 59
      years old.




2


***Malcolm
      R. Fobes III*** has been
      an Independent Director of the General Partner since September 30, 2005.
 Mr. Fobes is the founder, Chairman and Chief Executive Officer of
      Berkshire Capital Holdings, Inc., a California-based investment adviser
      registered under the Investment Advisers Act of 1940, that has been sponsoring
      and providing portfolio management services to mutual funds since 1997. Since
      1997, Mr. Fobes has been the Chairman and President of The Berkshire Funds,
      a
      mutual fund investment company registered under the Investment Company Act
      of
      1940. Mr. Fobes also serves as portfolio manager of the Berkshire Focus Fund,
      a
      mutual fund registered under the Investment Company Act of 1940, which
      concentrates its investments in the electronic technology industry. From April
      2000 to July 2006, Mr. Fobes also served as co-portfolio manager of The Wireless
      Fund, a mutual fund registered under the Investment Company Act of 1940, which
      concentrates its investments in companies engaged in the development,
      production, or distribution of wireless-related products or services. In these
      roles, Mr. Fobes has gained extensive experience in evaluating and retaining
      third-party service providers, including custodians, accountants, transfer
      agents, and distributors. Mr. Fobes was also contributing editor of *Start* a *Successful
      Mutual Fund: The Step-by-Step Reference Guide to Make It Happen* (JV
      Books, 1995). Prior to forming Berkshire Capital Holdings, Inc., Mr. Fobes
      was
      employed by various technology-related companies, including Adobe Systems,
      Inc.,
      a leading provider of digital publishing and imaging software technologies.
      Mr.
      Fobes holds a B.S. degree in Finance and Economics from San Jose State
      University in California. Mr. Fobes is 42 years old.




The
      following are individual Principals, as that term is defined in CFTC Rule 3.1,
      for USOF: Melinda Gerber, Howard Mah, Andrew Ngim, Robert Nguyen, Peter
      Robinson, Gordon Ellis, Malcolm Fobes, John Love, and John Hyland. These
      individuals are principals due to their positions, however, Nicholas Gerber
      and
      Melinda Gerber are also principals due to their controlling stake in Wainwright.
      Neither the General Partner, nor the principals own or have any other beneficial
      interest in USOF. Nicholas Gerber and John Hyland make trading and investment
      decisions for USOF. Nicholas Gerber, John Love, and John Hyland execute trades
      on behalf of USOF. In addition, Nicholas Gerber, John Love, John Hyland and
      Kathryn Rooney are registered with the CFTC as Associated Persons of the General
      Partner and are members of the NFA.




**Audit
      Committee**




The
      General Partner has an audit committee which is made up of three independent
      directors (Peter M. Robinson, Gordon L. Ellis and Malcolm R. Fobes III). The
      audit committee is governed by an audit committee charter that is posted on
      USOF’s website. The Board has not made a determination as to whether any of the
      members of the audit committee may be considered to be an “Audit Committee
      Financial Expert” as such term is defined in Item 407(d)(5) of Regulation S-K.
      However, the Board believes that Messrs. Fobes and Ellis are able to read and
      understand financial statements and meet the financial sophistication
      requirements of the American Stock Exchange and applicable FINRA rules as they
      relate to audit committees. As such, given the limited scope of USOF’s
      activities and the qualifications and experience of all of the members of the
      audit committee, the Board of Directors does not believe it is necessary to
      designate a member of the audit committee as an “Audit Committee Financial
      Expert.”




**Other
      Committees**




Since
      the
      individuals who perform work on behalf of USOF are not compensated by USOF,
      but
      instead by the General Partner, Ameristock or ALPS, USOF does not have a
      Compensation Committee. Similarly, since the Directors noted above serve on
      the
      Board of Directors of the General Partner, USOF does not have a Nominating
      Committee.




3


**PART
      IV**




**Item 15.**  **Exhibits,
      Financial Statement Schedules.**




Listed
      below are the exhibits which are filed as part of this report (according to
      the
      number assigned to them in Item 601 of Regulation S-K):




**Exhibit
              Number**
            **Description
              of Document**




31.1*
              Certification
                  of Chief Executive Officer Pursuant to Rule 13a-14(a) under the
                  Securities
                  Exchange Act of 1934.


31.2*
              Certification
                  of Chief Financial Officer Pursuant to Rule 13a-14(a) under the
                  Securities
                  Exchange Act of 1934.






*  Filed
      Herewith





4


**SIGNATURES**








Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, the Registrant has duly caused this Report to be signed on its behalf
      by
      the undersigned, thereunto duly authorized on September 20, 2007.




United
      States Oil Fund, L.P. (Registrant)


By:  Victoria
      Bay Asset Management, LLC, its general partner





/s/
      Nicholas D. Gerber





**Nicholas
      D. Gerber**


**Chief
      Executive Officer of Victoria Bay Asset Management, LLC**


**(Principal
      executive officer)**











/s/
      Howard Mah





**Howard
      Mah**


**Chief
      Financial Officer of Victoria Bay Asset Management, LLC**


**(Principal
      financial and accounting officer)**







5




**Exhibit
      Index**




**Exhibit**
            **Description**  31.1
            Certification
                of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities
                Exchange Act of 1934.




31.2
            Certification
                of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities
                Exchange Act of 1934.






6