**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **Washington,
        D.C. 20549**
 **FORM
        10-Q**
  **x**
              **Quarterly
                  report pursuant to Section 13 or 15(d) of the Securities Exchange Act
                  of 1934 for the quarterly period ended June 30, 2007.**
  ** ̈**
              **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: 001-32824
  **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)**
              
              **(I.R.S.
                  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)**
  **N/A**
 **(Former
        name, former address and former fiscal year, if changed since last report)**
  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 period that the registrant
        was required to file such reports), and (2) has been subject to such filing
        requirements for the past 90 days.
  x Yes  ̈ No
   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 Exchange Act.):
   ̈ Yes x No





**UNITED
                  STATES OIL FUND, LP****Table
                  of Contents****Part
                  I. FINANCIAL INFORMATION**
              
              **Page**Item
                  1. Financial Statements
              
              1Item
                  2. Management's Discussion and Analysis of Financial
                  Condition and Results of Operations
              
              11Item
                  3. Quantitative and Qualitative Disclosures About
                  Market Risk
              
              19Item
                  4. Controls and Procedures
              
              19**Part
                  II. OTHER INFORMATION**Item
                  5. Other Information
              
              20Item
                6. Exhibits
              
              20







**Part
                I.**
            **FINANCIAL
                INFORMATION**




**Item 1.**
              **Financial
                  Statements**
 **Index
            to Financial Statements**
  **Documents**
                  
                  **Page**Statements
                      of Financial Condition at June 30,
                      2007 (Unaudited) and December 31, 2006
                  
                  
                  2Schedule
                    of Investments at June 30, 2007
                    (Unaudited)
                  
                  
                  3Statements
                      of Operations for the three and six months
                      ended June 30, 2007 and the period from April 10, 2006 (commencement
                      of operations) to June 30, 2006 (Unaudited)
                  
                  
                  4Statement
                    of Changes in Partners' Capital for the six
                    months ended June 30, 2007 (Unaudited)
                  
                  
                  5Statements
                      of Cash Flows for the six months ended June
                      30, 2007 and the period from April 10, 2006 (commencement of
                      operations)
                      to June 30, 2006 (Unaudited)
                  
                  
                  6Notes
                      to Financial Statements
                      (Unaudited)
                  
                  
                  7




1




***United
                      States Oil Fund, LP******Statements
                      of Financial Condition******At
                      June 30, 2007 (Unaudited) and December 31,
                      2006*****June
                      30, 2007**
                  
                  **December
                      31, 2006****Assets**Cash
                      and cash equivalents
                  
                  $
                  596,376,544
                  
                  $
                  712,883,812Equity
                      in UBS Securities LLC trading accounts:Cash
                  
                  
                  125,622,690
                  
                  
                  87,123,636Unrealized
                      gain (loss) on open commodity futures contracts
                  
                  
                  35,602,190
                  
                  
                  (34,383,000
                  )Receivable
                      for units sold
                  
                  
                  -
                  
                  
                  36,080,896Interest
                      receivable
                  
                  
                  2,013,077
                  
                  
                  2,626,230Other
                      assets
                  
                  
                  150,875
                  
                  
                  17,000*Total
                      assets*
                  
                  $
                  759,765,376
                  
                  $
                  804,348,574**Liabilities
                      and Partners' Capital**General
                      Partner management fees (Note 3)
                  
                  $
                  359,977
                  
                  $
                  332,736Payable
                      for units redeemed
                  
                  
                  83,643,019
                  
                  
                  -Brokerage
                      commissions payable
                  
                  
                  44,886
                  
                  
                  44,386Independent
                    Directors' fees and expenses payable
                  
                  
                  69,212
                  
                  
                  -NYMEX
                      license fee payable
                  
                  
                  251,525
                  
                  
                  22,198*Total
                      liabilities*
                  
                  
                  84,368,619
                  
                  
                  399,320**Commitments
                      and Contingencies**(Notes 3,
                      4 and 5)**Partners'
                      Capital**General
                      Partner
                  
                  
                  -
                  
                  
                  -Limited
                      Partners
                  
                  
                  675,396,757
                  
                  
                  803,949,254*Total
                      Partners' Capital*
                  
                  
                  675,396,757
                  
                  
                  803,949,254*Total
                      liabilities and partners' capital*
                  
                  $
                  759,765,376
                  
                  $
                  804,348,574Limited
                      Partners' units outstanding
                  
                  
                  12,700,000
                  
                  
                  15,500,000Net
                      asset value per unit
                  
                  $
                  53.18
                  
                  $
                  51.87Market
                      value per unit
                  
                  $
                  53.00
                  
                  $
                  51.60*See
                      accompanying notes to financial statements.*
 2
 ***United
                            States Oil Fund, LP******Schedule
                            of Investments (Unaudited)******At
                            June 30, 2007*****Open
                            Futures Contracts****Gain
                            on Open****Number
                            of**
                        
                        **Commodity**
                        
                        **%
                            of Partners'****Contracts**
                        
                        **Contracts**
                        
                        **Capital****Foreign
                            Contracts**Crude
                            Oil Futures contracts, expires August 2007
                        
                        
                        300
                        
                        $
                        1,107,000
                        
                        
                        0.16United
                          States ContractsCrude
                          Oil Futures contracts, expires August 2007
                        
                        
                        9,255
                        
                        $
                        34,495,190
                        
                        
                        5.11
  **Cash
                            Equivalents****Cost**
                        
                        **Market
                            Value****United
                            States - Money Market Funds**AIM
                            STIT- Liquid Assets Portfolio
                        
                        $
                        36,705,490
                        
                        $
                        36,705,490
                        
                        
                        5.43AIM
                            STIT- STIC Prime Portfolio
                        
                        
                        36,591,546
                        
                        
                        36,591,546
                        
                        
                        5.42Goldman
                            Sachs Financial Square Funds - Prime Obligations Fund
                        
                        
                        46,683,721
                        
                        
                        46,683,721
                        
                        
                        6.91$
                        119,980,757
                        
                        
                        119,980,757
                        
                        
                        17.76
  **Cash**
                        
                        
                        476,395,787
                        
                        
                        70.54**Total
                          cash and cash
                          equivalents**
                        
                        
                        596,376,544
                        
                        
                        88.30**Cash
                            on deposit with broker**
                        
                        
                        125,622,690
                        
                        
                        18.60**Liabilities,
                            less receivables and other assets**
                        
                        
                        (82,204,667
                        )
                        
                        (12.17
                        )**Total
                            Partners' Capital**
                        
                        $
                        675,396,757
                        
                        
                        100.00*See
                            accompanying notes to financial statements.*
 3
 ***United
                                States Oil Fund, LP******Statements
                                of Operations (Unaudited)******For
                                the three and six months ended June 30, 2007******and
                                the period from April 10, 2006 (commencement of operations)
                                to June 30,
                                2006*****Period
                                from****Three
                                months ended**
                            
                            **Six
                                months ended**
                            
                            **April
                                10, 2006 to****June
                                30, 2007**
                            
                            **June
                                30, 2007**
                            
                            **June
                                30, 2006****Income**Gains
                                (losses) on trading of commodity futures contracts:Realized
                                gains (losses) on closed positions
                            
                            $
                            12,440,610
                            
                            $
                            1,251,110
                            
                            $
                            (11,408,150
                            )Change
                                in unrealized gains (losses) on commodity futures
                                contracts
                            
                            
                            (25,921,370
                            )
                            
                            69,985,190
                            
                            
                            7,457,480Interest
                                income
                            
                            
                            11,059,875
                            
                            
                            22,988,448
                            
                            
                            1,883,807Other
                                income
                            
                            
                            79,000
                            
                            
                            158,000
                            
                            
                            41,000*Total
                                income (loss)*
                            
                            
                            (2,341,885
                            )
                            
                            94,382,748
                            
                            
                            (2,025,863
                            )**Expenses**General
                                Partner management fees (Note 3)
                            
                            
                            1,141,298
                            
                            
                            2,285,413
                            
                            
                            219,023Brokerage
                                commissions
                            
                            
                            335,929
                            
                            
                            756,141
                            
                            
                            70,300Other
                                expenses
                            
                            
                            611,927
                            
                            
                            808,142
                            
                            
                            -*Total
                                expenses*
                            
                            
                            2,089,154
                            
                            
                            3,849,696
                            
                            
                            289,323**Net
                                income (loss)**
                            
                            $
                            (4,431,039
                            )
                            $
                            90,533,052
                            
                            $
                            (2,315,186
                            )**Net
                                income (loss) per limited partnership unit**
                            
                            $
                            (0.38
                            )
                            $
                            1.31
                            
                            $
                            2.43**Net
                                income (loss) per weighted average limited partnership
                                unit**
                            
                            $
                            (0.24
                            )
                            $
                            4.73
                            
                            $
                            (0.79
                            )**Weighted
                                average limited partnership units outstanding**
                            
                            
                            18,132,222
                            
                            
                            19,136,111
                            
                            
                            2,928,049*See
                                accompanying notes to financial statements.*
 4
 ***United
                          States Oil Fund, LP******Statement
                          of Changes in Partners' Capital (Unaudited)******For
                          the six months ended June 30, 2007*****General
                          Partner**
                      
                      **Limited
                          Partners**
                      
                      **Total****Balances,
                          at December 31, 2006**
                      
                      $
                      -
                      
                      $
                      803,949,254
                      
                      $
                      803,949,254Addition
                          of 41,600,000 partnership units
                      
                      
                      -
                      
                      
                      2,008,748,893
                      
                      
                      2,008,748,893Redemption
                          of 44,400,000 partnership units
                      
                      
                      -
                      
                      
                      (2,227,834,442
                      )
                      
                      (2,227,834,442
                      )Net
                          income
                      
                      
                      -
                      
                      
                      90,533,052
                      
                      
                      90,533,052**Balances,
                          at June 30, 2007**
                      
                      $
                      -
                      
                      $
                      675,396,757
                      
                      $
                      675,396,757**Net
                          Asset Value Per Unit**At
                          December 31, 2006
                      
                      $
                      51.87At
                          June 30, 2007
                      
                      $
                      53.18*See
                          accompanying notes to financial statements.*
  5
  ***United
                            States Oil Fund, LP******Statements
                            of Cash Flows (Unaudited)******For
                              the six months ended June 30, 2007 and the period from
                              April 10, 2006
                              (commencement of operations) to June 30,
                              2006*****Period****from****Six
                            months ended**
                        
                        **April
                            10, 2006 to****June
                            30, 2007**
                        
                        **June
                            30, 2006****Cash
                            Flows from Operating Activities:**Net
                            income (loss)
                        
                        $
                        90,533,052
                        
                        $
                        (2,315,186
                        )Adjustments
                            to reconcile net income (loss) to net cash used in operating
                            activities:Increase
                            in commodity futures trading account - cash
                        
                        
                        (38,499,054
                        )
                        
                        (31,860,575
                        )Unrealized
                            gain on futures contracts
                        
                        
                        (69,985,190
                        )
                        
                        (7,457,480
                        )Increase
                            (decrease) in interest receivable and other assets
                        
                        
                        479,278
                        
                        
                        (143,636
                        )Increase
                            in management fees payable
                        
                        
                        27,241
                        
                        
                        98,023Increase
                            in commissions payable
                        
                        
                        500
                        
                        
                        -Increase
                            in other liabilities
                        
                        
                        298,539
                        
                        
                        -*Net
                            cash used in operating activities*
                        
                        
                        (17,145,634
                        )
                        
                        (41,678,854
                        )**Cash
                            Flows from Financing Activities:**Subscription
                            of partnership units
                        
                        
                        2,044,829,789
                        
                        
                        432,159,628Redemption
                            of partnership units
                        
                        
                        (2,144,191,423
                        )
                        
                        (164,819,713
                        )*Net
                            cash provided by/(used in) financing activities*
                        
                        
                        (99,361,634
                        )
                        
                        267,339,915**Net
                            Increase (Decrease) in Cash and Cash
                            Equivalents**
                        
                        
                        (116,507,268
                        )
                        
                        225,661,061**Cash
                            and Cash Equivalents**,
                            beginning of period
                        
                        
                        712,883,812
                        
                        
                        1,000**Cash
                            and Cash Equivalents**,
                            end of period
                        
                        $
                        596,376,544
                        
                        $
                        225,662,061*See
                            accompanying notes to financial statements.*
  6


**United
      States Oil Fund, LP**


**Notes
      to Financial Statements**


**June
      30, 2007 (Unaudited)**




**NOTE
          1 - ORGANIZATION AND BUSINESS**
  United
          States Oil Fund, LP (the “Fund” or "USOF") is organized as a limited
          partnership under the laws of the state of Delaware. The Fund is a commodity
          pool that issues units that may be purchased and sold on the American Stock
          Exchange (the "AMEX"). The Fund will continue in perpetuity, unless terminated
          sooner upon the occurrence of one or more events as described in its Third
          Amended and Restated Agreement of Limited Partnership (the “Limited
          Partnership Agreement”). The investment objective of the Fund is for the changes
          in percentage terms of its net asset value to reflect the changes in percentage
          terms of the price of West Texas Intermediate ("WTI") light, sweet crude
          oil,
          less the Fund’s expenses. The Fund will accomplish its objective through
          investments in futures contracts for WTI light, sweet crude oil, other
          types of
          crude oil, heating oil, gasoline, natural gas and other petroleum-based
          fuels
          that are traded on the New York Mercantile Exchange (the "NYMEX"), ICE
          Futures and other U.S. and foreign exchanges (collectively, “Oil Futures
          Contracts”) and other oil interests such as cash-settled options on Oil Futures
          Contracts, forward contracts for oil, and over-the-counter transactions
          that are
          based on the price of oil. As of June 30, 2007, USOF held 9,255 Oil Futures
          Contracts traded on the NYMEX and 300 Oil Futures Contracts traded on the
          ICE
          Futures.
  The
          Fund
          commenced operations on April 10, 2006 and has a fiscal year ending on
          December
          31. Victoria Bay Asset Management, LLC is the general partner of the Fund
          (the
“General Partner”) and is also responsible for the management of the
          Fund. The
          General Partner is a member of the National Futures Association (the “NFA”) and
          became a commodity pool operator effective December 1, 2005. Victoria
          Bay Asset Management, LLC is also the general partner of United
          States Natural Gas Fund, LP ("USNG") which listed its Units on the AMEX
          under
          the ticker symbol "UNG" on April 18, 2007.
  The
            accompanying unaudited financial statements have been prepared in accordance
            with Rule 10-01 of Regulation S-X promulgated by the U.S. Securities
            and
            Exchange Commission (the "SEC") and, therefore, do not include all
            information and footnote disclosure required under accounting principles
            generally accepted in the United States of America.  The financial
            information included herein is unaudited, however, such information reflects
            all
            adjustments which are, in the opinion of management, necessary for the
            fair
            presentation of the financial statements for the interim
            period.
  The
          Fund
          issues limited partnership interests (“Units”) to authorized purchasers by
          offering creation baskets consisting of 100,000 Units (“Creation Baskets”)
          through a marketing agent. The purchase price for a Creation Basket is
          based
          upon the net asset value of a Fund Unit. In addition, authorized purchasers
          pay
          the Fund a $1,000 fee for each order to create one or more Creation Baskets.
          Subsequent
          to the sale of the initial Creation Basket, Units can be purchased or sold
          on a
          nationally recognized securities exchange in smaller increments. Units
          purchased
          or sold on a nationally recognized securities exchange will not be made
          at the
          net asset value of the Fund but rather at market prices quoted on such
          exchange.
  In
          April
          2006, the Fund initially registered 17,000,000 Units on Form S-1 with the
          SEC.
On April 10, 2006, the Fund listed its Units on the
          AMEX under the
          ticker symbol “USO”. On that day, the Fund established its initial net asset
          value by setting the price at $67.39 per Unit and issued 200,000 Units
          in
          exchange for $13,478,000. The initial offering price of the initial Creation
          Basket was based on the closing price of the near month Oil Futures Contracts
          as
          traded and reported on the NYMEX on the last business day prior to the
          effective
          date of the Fund's initial registration statement filed on Form S-1. To
          date, the Fund has registered a total of 97,000,000 Units. The Fund also
          commenced investment operations on April 10, 2006 by purchasing Oil Futures
          Contracts traded on the NYMEX based on WTI light, sweet crude
          oil.
  **NOTE
          2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
 
 **Revenue
          Recognition**
 
 Commodity
          futures contracts, forward contracts, physical commodities and related
          options
          are recorded on the trade date. All such transactions are recorded on the
          identified cost basis and marked to market daily. Unrealized gains or losses
          on
          open contracts are reflected in the statement of financial condition and
          in the
          difference between the original contract amount and the market value (as
          determined by exchange settlement prices for futures contracts and related
          options and cash dealer prices at a predetermined time for forward contracts,
          physical commodities and their related options) as of the last business
          day of
          the year or as of the last date of the financial statements. Changes in
          the
          unrealized gains or losses between periods are reflected in the statement
          of
          operations. The Fund earns interest on assets denominated in U.S. dollars
          on deposit with the futures commission merchant at the 90-day Treasury
          bill rate less fifty basis points.
 
 **Brokerage
          Commissions**
 
 Brokerage
          commissions on all open commodity futures contracts are accrued on a full-turn
          basis.
  **Income
          Taxes**
 
 The
          Fund
          is not subject to federal income taxes; each partner reports his/her allocable
          share of income, gain, loss deductions or credits on his/her own income
          tax
          return.
 
 **Redemptions**
 
 Authorized
          purchasers may redeem Units from the Fund only in blocks of 100,000 Units
          called
“Redemption Baskets”. The amount of the redemption proceeds for a Redemption
          Basket will be equal to the net asset value of the Fund Units in the Redemption
          Basket.
 
 **Partnership
          Capital and Allocation of Partnership Income and Losses**
 
 Profit
          or
          loss is allocated among the partners of the Fund in proportion to the number
          of
          Units each partner holds as of the close of each month. The General Partner
          may
          revise, alter or otherwise modify this method of allocation as described
          in the
          Limited Partnership Agreement.
 7
 **Calculation
            of Net Asset Value**
 
 The
            Fund
            calculates its net asset value on each trading day by taking the current
            market
            value of its total assets, subtracting any liabilities and dividing the
            amount
            by the total number of Units issued and outstanding. The Fund uses
            the closing price for the contracts on the relevant exchange on that day
            to
            determine the value of contracts held on such exchange.
  **Net
          Income (Loss) per Limited Partnership Unit**
 
 Net
          income (loss) per Unit is the difference between the net asset value per
          Unit at the beginning of each period and at the end of each period. The
          weighted
          average number of Units outstanding was computed for purposes of disclosing
          net loss per weighted average Unit. The weighted average Units are
          equal to the number of Units outstanding at the end of the period, adjusted
          proportionately for Units redeemed based on the amount of time the Units
          were
          outstanding during such period. There were no Units held by the General
          Partner at June 30, 2007.
  **Offering
            Costs**
 
 Since
            January 19, 2007, offering costs incurred in connection with the registration
            of
            additional units of limited partnership interest are borne by the Fund.
            These
            costs include registration or other fees paid to regulatory agencies in
            connection with the offer and sale of units, and all legal, accounting,
            printing
            and other expenses associated with such offer and sale.
  **Cash
          Equivalents**
 
 As
          of
          June 30, 2007, cash and cash equivalents included money market portfolios
          and
          overnight time deposits with original maturity dates of three months or
          less.
 
 **Use
          of Estimates**
 
 The
          preparation of financial statements in conformity with accounting principles
          generally accepted in the United States of America requires the Fund’s
          management to make estimates and assumptions that affect the reported amount
          of
          assets and liabilities and disclosure of contingent assets and liabilities
          at
          the date of the financial statements, and the reported amounts of the revenue
          and expenses during the reporting period. Actual results could differ from
          those
          estimates and assumptions.
  **NOTE 3
            - FEES PAID BY THE FUND AND RELATED PARTY TRANSACTIONS**
 
 **General
            Partner Management Fee**
  Under
            the
            Limited Partnership Agreement, the General Partner is responsible for
            investing
            the assets of the Fund in accordance with the objectives and policies
            of the
            Fund. In addition, the General Partner has arranged for one or more third
            parties to provide administrative, custody, accounting, transfer agency
            and
            other necessary services to the Fund. For these services, the Fund is
            contractually obligated to pay the General Partner a fee, which is paid
            monthly
            and based on average daily net assets, that is equal to 0.50% per annum
            on
            average daily net assets of $1,000,000,000 or less and 0.20% per annum
            on
            average daily net assets that are greater than $1,000,000,000.
  **Ongoing
            Registration Fees and Other Offering
            Expenses**
  Since
              January 19, 2007, offering costs incurred in connection with the registration
              of
              additional units of limited partnership interest are borne by the Fund.
              These
              costs include registration or other fees paid to regulatory agencies
              in
              connection with the offer and sale of units, and all legal, accounting,
              printing
              and other expenses associated with such offer and sale. For the six month
              period ended June 30, 2007, the Fund incurred $369,059 in registration fees
              and other offering expenses.
 **Director's
            Fees**
  The
            Fund is responsible for paying the fees and
            expenses including directors' and officers' liability insurance, of the
            independent directors who are also audit committee members. The Fund will
            share these fees with USNG based on the relative assets of each Fund
            computed on
            a daily basis. These fees for calendar year 2007 are estimated to be
            a total of
            $276,000 for both funds.
  **Licensing
            Fees**
  As
            discussed in Note 4, the Fund entered into a licensing agreement with the
            NYMEX on May 30, 2007. The agreement has an effective date of April 10,
            2006.
            Pursuant to the agreement, the Fund and the affiliated funds managed
            by the
            General Partner pay a licensing fee that is equal to 0.04% for the
            first $1,000,000,000 of combined assets of the funds and 0.02% for combined
            assets above $1,000,000,000. Since inception, the Fund has accrued $251,525
            under this arrangement.
  **Other
            Expenses and Fees**
  In
            addition to the fees described above, the
            Fund pays all brokerage fees, taxes and other expenses in connection with
            the operation of the Fund, excluding costs and expenses paid by the General
            Partner as outlined in Note 4.
 **NOTE
          4 - CONTRACTS AND AGREEMENTS**
 
 The
          Fund
          is party to a marketing agent agreement, dated as of March 13, 2006, with
          ALPS
          Distributors Inc. (“ALPS”), a Colorado corporation, whereby ALPS provides
          certain marketing services for the Fund as outlined in the agreement. The
          fees
          of the marketing agent, which are borne by the General Partner, include
          a
          marketing fee of $425,000 per annum plus the following incentive fee: 0.00%
          on
          Fund assets from $0 - $500 million; 0.04% on Fund assets from $500 million
          - $4
          billion; and 0.03% on Fund assets in excess of $4 billion.
 
 The
          above
          fees do not include the following expenses, which are also borne by the
          General
          Partner: the cost of placing advertisements in various periodicals; web
          construction and development; and the printing and production of various
          marketing materials.
 8
 The
          Fund
          is also party to a custodian agreement, dated March 13, 2006, with Brown
          Brothers Harriman & Co. (“Brown Brothers”), whereby Brown Brothers holds
          investments on behalf of the Fund. The General Partner pays the fees of
          the
          custodian, which shall be determined by the parties from time to time.
          In
          addition, the Fund is party to an administrative agency agreement, dated
          March
          13, 2006, with the General Partner and Brown Brothers, whereby Brown
          Brothers acts as the administrative agent, transfer agent and registrar
          for the
          Fund. The General Partner also pays the fees of Brown Brothers for its
          services
          under this agreement and such fees will be determined by the parties from
          time
          to time.
 
 Currently,
          the General Partner pays Brown Brothers for its services, in the foregoing
          capacities, the greater of a minimum amount of $125,000 annually or an
          asset
          charge of (a) 0.06% for the first $500 million of USOF's and USNG's combined
          net
          assets, (b) 0.0465% for USOF's and USNG's combined net assets greater than
          $500
          million but less than $1 billion, and (c) 0.035% of USOF's and USNG's combined
          net assets in excess of $1 billion. The General Partner also pays a $50,000
          annual fee for transfer agency services and transaction fees ranging
          from $7.00 to $15.00 per transaction.
 
 The
          Fund
          invests primarily in Oil Futures Contracts traded on the NYMEX. On May
          30, 2007,
          the Fund and the NYMEX entered into a license agreement whereby the
          Fund was granted a non-exclusive license to use certain of the NYMEX’s
          settlement prices and service marks. The agreement has an effective date
          of
          April 10, 2006. Under the license agreement, the Fund and the affiliated
          funds managed by the General Partner pay the NYMEX an asset-based fee for
          the license, the terms of which are described in Note 3.
 
 The
          Fund
          expressly disclaims any association with the NYMEX or endorsement of the
          Fund by
          the NYMEX and acknowledges that “NYMEX” and “New York Mercantile Exchange” are
          registered trademarks of the NYMEX.
 
 The
          Fund
          has entered into a brokerage agreement with UBS Securities LLC (the "Futures
          Commission Merchant"). The
          agreement requires the Futures Commission Merchant to provide services
          to the
          Fund in connection with the purchase and sale of Oil Futures Contracts and
          other oil interests that may be purchased and sold by or through the Futures
          Commission Merchant for the Fund’s account.The agreement provides that
          the Futures Commission Merchant charge the Fund commissions of approximately
          $7
          per round-turn trade, plus applicable exchange and NFA fees for Oil Futures
          Contracts and options on Oil Futures Contracts.
  **NOTE
          5 - FINANCIAL INSTRUMENTS, OFF-BALANCE SHEET RISKS AND
          CONTINGENCIES**
 
 The
          Fund
          engages in the speculative trading of Oil Futures Contracts and options on
          Oil Futures Contracts (collectively, “derivatives”). The Fund is exposed to both
          market risk, which is the risk arising from changes in the market value
          of the
          contracts, and credit risk, which is the risk of failure by another party
          to
          perform according to the terms of a contract.
 
 All
          of
          the contracts currently traded by the Fund are exchange-traded. The risks
          associated with exchange-traded contracts are generally perceived to be
          less
          than those associated with over-the-counter transactions since, in
          over-the-counter transactions, the Fund must rely solely on the credit
          of its
          respective individual counterparties. However, in the future, if the Fund
          were
          to enter into non-exchange traded contracts, it would be subject to the
          credit
          risk associated with counterparty non-performance. The credit risk from
          counterparty non-performance associated with such instruments is the net
          unrealized gain, if any. The Fund also has credit risk since the sole
          counterparty to all domestic and foreign futures contracts is the
          exchange on which the relevant contracts are traded. In addition, the Fund
          bears the risk of financial failure by the clearing broker.
  The
          purchase and sale of futures and options on futures contracts requires
          margin
          deposits with a futures commission merchant. Additional deposits may be
          necessary for any loss on contract value. The Commodity Exchange Act requires
          a
          futures commission merchant to segregate all customer transactions and
          assets
          from the futures commission merchant’s proprietary activities.
 
 The
          Fund’s cash and other property, such as U.S. Treasury Bills, deposited with
          a
          futures commission merchant are considered commingled with all other customer
          funds subject to the futures commission merchant’s segregation requirements. In
          the event of a futures commission merchant’s insolvency, recovery may be limited
          to a pro rata share of segregated funds available. It is possible that
          the
          recovered amount could be less than the total of cash and other property
          deposited.
  USOF
          invests its cash in money market funds that seek
          to maintain a stable net asset value.  USOF is exposed to any risk of loss
          associated with an investment in these money market funds.
 
 For
          derivatives, risks arise from changes in the market value of the contracts.
          Theoretically, the Fund is exposed to market risk equal to the value of
          futures
          contracts purchased and unlimited liability on such contracts sold short.
          As
          both a buyer and a seller of options, the Fund pays or receives a premium
          at the
          outset and then bears the risk of unfavorable changes in the price of the
          contract underlying the option.
 9
 The
          Fund’s policy is to continuously monitor its exposure to market and counterparty
          risk through the use of a variety of financial, position and credit exposure
          reporting controls and procedures. In addition, the Fund has a policy of
          reviewing the credit standing of each broker or counterparty with which
          it
          conducts business.
 
 The
          financial instruments held by the Fund are reported in its statement of
          financial condition at market or fair value, or at carrying amounts that
          approximate fair value, because of their highly liquid nature and short-term
          maturity.
 
 On
          March
          17, 2006, the Fund received a letter from Goldman, Sachs & Co. (“Goldman
          Sachs”) providing the Fund notice under 35 U.S.C. Section 154(d) of two
          pending United States patent applications, Publication Nos. 2004/0225593A1
          and
          2006/0036533A1. The Fund is currently reviewing the Goldman Sachs published
          patent applications, and has engaged in discussions with Goldman Sachs
          regarding
          its pending applications and the Fund’s own pending patent application. The Fund
          is unable to determine the outcome of this matter at this time, due in
          part to the fact that the Goldman Sachs patent applications are pending
          and have
          not been issued as U.S. Patents.
  **NOTE 6
          - FINANCIAL HIGHLIGHTS**
 
 The
          following table presents per Unit performance data and other supplemental
          financial data for the six months ended June 30, 2007 and the period from
          April
          10, 2006 (commencement of operations) to June 30, 2006 for the limited
          partners.
          This information has been derived from information presented in the financial
          statements.
  **For
                      the period from****For
                      the six months ended**
                  
                  **April
                      10, 2006 to**
                  ********
                  ****
                  **June
                      30, 2007**
                  ****
                  **June
                      30, 2006**
                  ********
                  ****
                  **(Unaudited)**
                  ****
                  **(Unaudited)****Per
                      Unit Operating Performance:**Net
                      asset value, beginning of period
                  
                  $
                  51.87
                  
                  $
                  67.39Total
                      income
                  
                  
                  1.51
                  
                  
                  2.53Total
                      expenses
                  
                  
                  (0.20
                  )
                  
                  (0.10
                  )Net
                      increase in net asset value
                  
                  
                  1.31
                  
                  
                  2.43Net
                      asset value, end of period
                  
                  $
                  53.18
                  
                  $
                  69.82**Total
                      Return**
                  
                  
                  2.53
                  %
                  
                  3.61
                  %**Ratios
                      to Average Net Assets (annualized)**Total
                      income
                  
                  
                  20.17
                  %
                  
                  (4.62
                  )%Expenses
                      excluding management fees
                  
                  
                  (0.33
                  )%
                  
                  (0.16
                  )%Management
                      fees
                  
                  
                  (0.50
                  )%
                  
                  (0.50
                  )%Net
                      income
                  
                  
                  19.35
                  %
                  
                  (5.29
                  )%
  Total
          returns are calculated based on the change in value during the period.
          An
          individual limited partner’s total return and ratio may vary from the above
          total returns and ratios based on the timing of contributions to and withdrawals
          from the Fund.
 10
 **Item 2.**
                **Management's
                    Discussion and Analysis of Financial Condition and Results of
                    Operations**




The
        following discussion should be read in conjunction with the consolidated
        financial statements and the notes thereto of United States Oil Fund, LP
        ("USOF") included elsewhere in this quarterly report on Form 10-Q.
  *Forward-Looking
        Information*
  This
        quarterly report on Form 10-Q, including this “Management’s Discussion and
        Analysis of Financial Condition and Results of Operations,” contains
        forward-looking statements regarding the plans and objectives of management
        for
        future operations. This information may involve known and unknown risks,
        uncertainties and other factors that may cause USOF’s actual results,
        performance or achievements to be materially different from future results,
        performance or achievements expressed or implied by any forward-looking
        statements. Forward-looking statements, which involve assumptions and describe
        USOF's future plans, strategies and expectations, are generally identifiable
        by
        use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,”
“believe,” “intend” or “project,” the negative of these words, other
        variations on these words or comparable terminology. These forward-looking
        statements are based on assumptions that may be incorrect, and USOF cannot
        assure investors that the projections included in these forward-looking
        statements will come to pass. USOF's actual results could differ materially
        from
        those expressed or implied by the forward-looking statements as a result
        of
        various factors.
  USOF
        has
        based the forward-looking statements included in this quarterly report on
        Form
        10-Q on information available to it on the date of this quarterly report
        on Form
        10-Q, and USOF assumes no obligation to update any such forward-looking
        statements. Although USOF undertakes no obligation to revise or update any
        forward-looking statements, whether as a result of new information, future
        events or otherwise, investors are advised to consult any additional disclosures
        that USOF may make directly to them or through reports that USOF in the
        future files with the U.S. Securities and Exchange Commission (the "SEC"),
        including annual reports on Form 10-K, quarterly reports on Form 10-Q and
        current reports on Form 8-K.
  **Introduction**
 
 USOF,
        a
        Delaware limited partnership, is a commodity pool that issues units that
        may be purchased and sold on the American Stock Exchange (the "AMEX"). The
        investment objective of USOF is for changes in percentage terms of the
        units’ net asset value ("NAV") on a daily basis to reflect the changes
        in percentage terms in the spot price of West Texas Intermediate ("WTI")
        light,
        sweet crude oil delivered to Cushing, Oklahoma, also on a daily basis, less
        USOF’s expenses.
 
 USOF
        seeks to achieve its investment objective by investing in a combination of
        oil
        futures contracts and other oil interests such that changes in USOF’s NAV,
        measured in percentage terms, will closely track the changes in the price
        of a specified oil futures contract (the "Benchmark Oil Futures Contract"),
        also
        measured in percentage terms. USOF’s General Partner believes the Benchmark Oil
        Futures Contract historically has exhibited a close correlation with the
        spot
        price of WTI light, sweet crude oil. It is not the intent of USOF to
        be
        operated in a fashion such that its NAV will equal, in dollar terms, the
        spot
        price of WTI light, sweet crude
        oil
        or any particular futures contract based on WTI light, sweet crude oil.
        Management believes that it is not practical to manage the portfolio to achieve
        such an investment goal when investing in listed crude oil futures
        contracts.
  At
        present, on any valuation day the Benchmark Oil Futures Contract is the near
        month futures contract for WTI light, sweet crude oil traded on the New York
        Mercantile Exchange (the "NYMEX") unless the near month contract will
        expire within two weeks of the valuation day, in which case the Benchmark
        Oil
        Futures Contract is the next month contract for WTI light, sweet crude oil
        traded on the NYMEX. “Near month contract” means the next contract traded on the
        NYMEX due to expire. “Next month contract” means the first contract traded on
        the NYMEX due to expire after the near month contract.
  USOF
        may
        also invest in futures contracts for other types of crude oil, heating oil,
        gasoline, natural gas and other petroleum-based fuels that are traded on
        the
        NYMEX, ICE Futures or other U.S. and foreign exchanges (collectively, “Oil
        Futures Contracts”) and other oil interests such as cash-settled options on Oil
        Futures Contracts, forward contracts for oil and over-the-counter transactions
        that are based on the price of oil, other petroleum-based fuels, Oil Futures
        Contracts and indices based on the foregoing (collectively, “Other Oil
        Interests”). The general partner of USOF, Victoria Bay Asset Management, LLC
        (the "General Partner"), which is registered as a commodity pool operator,
        is authorized by the Third Amended and Restated Agreement of Limited
        Partnership of USOF (the "LP Agreement") to manage USOF. The General
        Partner is authorized by USOF in its sole judgment to employ, establish the
        terms of employment for and terminate commodity trading advisors or futures
        commission merchants.
 11
 **Valuation
        of Crude Oil Futures Contracts and the Computation of the
        NAV**
 
 The
        NAV
        of USOF units is calculated once each trading day as of the earlier of the
        close
        of the New York Stock Exchange  (the "NYSE") or  4:00 p.m. New
        York time. The NAV for a particular trading day is released after 4:15 p.m.
        New York time. Trading on the AMEX typically closes at 4:15 p.m. New
        York time. USOF uses the NYMEX closing price (determined at the earlier of
        the
        close of that exchange or 2:30 p.m. New York time) for the contracts held
        on the NYMEX, but calculates or determines the value of all other USOF
        investments including ICE Futures or other futures contracts as of the earlier
        of the close of the NYSE or 4:00 p.m. New York time.
  **Management’s
        Discussion of Results of Operations and the Crude Oil
        Market**
 
 *Results
        of Operations.* On
        April 10, 2006, USOF listed its units on the AMEX under the ticker symbol
“USO.”
On that day USOF established its initial offering price at $67.39 per Unit
        and
        issued 200,000 units to the initial authorized purchaser, KV Execution Services
        LLC, in exchange for $13,478,000 in cash.
  Since
          its
          initial offering of 17,000,000 units, USOF has had two subsequent offerings
          of
          its units, 30,000,000 units which were registered with the SEC on October
          18,
          2006 and an additional 50,000,000 units which were registered with the
          SEC on
          January 30, 2007. Units offered by USOF following its initial offering
          were sold
          by it for cash at the units’ NAV as described in the applicable prospectus. As
          of June 30, 2007, USOF had issued 70,600,000 units, of which
          12,700,000 were outstanding.
 
 More
          units were issued than are outstanding due to the redemption of units as
          contemplated and permitted by USOF under the LP Agreement. Unlike funds
          that are
          registered under the Investment Company Act of 1940, as amended, units
          that have
          been redeemed by USOF cannot be resold by USOF without registration of
          their
          offering with the SEC. As
          a
          result, USOF anticipates that further offerings of its units will be registered
          with the SEC in the future in anticipation of additional
          issuances.
  As
        of June 30, 2007, the total unrealized gain
        on crude oil futures contracts owned or held on that day was
        $35,602,190 and USOF established cash deposits were equal to $721,999,234.
        The majority of those cash assets were held at USOF’s custodian bank while less
        than 10% of the cash balance was held as margin deposits with USOF’s futures
        commission merchant relating to the Oil Futures Contracts purchased. The
        ending
        per Unit NAV on June 30, 2007 was $53.18.
  *Portfolio
        Expenses* .
        USOF’s
        expenses consist of management fees, brokerage fees and commissions,
        certain offering costs, licensing fees and the fees and expenses of the
        independent directors. The management fee that USOF pays to the General
        Partner is calculated as a percentage of the total net assets of USOF. For
        total
        net assets of up to $1 billion, the management fee is 0.5%. For assets over
        $1 billion, the management fee is 0.2% on the incremental amount of assets.
        During the period from January 1, 2007 to June 30, 2007, the daily average
        total net assets of USOF were $943,409,582 .
        During
        the period from January 1, 2007 to June 30, 2007, the total net assets of
        USOF did exceed $1 billion on a number of days. The management fee paid by
        USOF
        amounted to $2,285,413 ,
        which
        was calculated at the 0.50% rate for total net assets up to and including
        $1 billion and at the rate of 0.20% on total net assets over $1 billion,
        and
        accrued daily. Management expenses as a percentage of total net assets averaged
        0.49% over the course of the six month period.
  USOF pays
        for all brokerage fees, taxes and other expenses, including licensing fees
        for
        the use of intellectual property, ongoing registration or other fees paid
        to the
        SEC, the National Association of Securities Dealers (the "NASD") and any
        other regulatory agency in connection with subsequent offers and sales of
        its
        units and all legal, accounting, printing and other expenses associated
        therewith. For the six month period ended June 30, 2007, USOF incurred
        $369,059 in ongoing registration fees and other offering expenses. USOF is
        responsible for paying the fees and expenses, including directors' and officers'
        liability insurance, of the independent directors who are also audit committee
        members. USOF will share these fees with USNG based on the relative assets
        of each fund computed on a daily basis. These fees for calendar year 2007
        are
        estimated to be a total of $276,000 for both funds.
  USOF
        also
        incurs commissions to brokers for the purchase and sale of futures contracts,
        other oil interests or short-term obligations of the United States of two
        years or less ("Treasuries"). For the three and six months ended June 30,
        2007,
        total commissions paid to brokers amounted to $335,929 and $756,141,
        respectively .
        Prior
        to the initial offering, USOF had estimated that the annual level of such
        commissions for USOF was expected to be 0.35% of total net assets. As an
        annualized percentage of total net assets, the figures for the three and
        six months ended June 30, 2007 represent approximately, 0.15% and
 0.16 %,
        respectively, of total net assets. However, there can be no assurance that
        commission costs and portfolio turnover will not cause commission expenses
        to
        rise in future quarters.
  *Interest
        Income* .
        USOF
        seeks to invest its assets such that it holds Oil Futures Contracts and Other
        Oil Interests in an amount equal to the total net assets of the portfolio.
        Typically, such investments do not require USOF to pay the full amount of
        the
        contract value at the time of purchase, but rather require USOF to post an
        amount as a margin deposit against the eventual settlement of the contract.
        As a
        result, USOF retains an amount that is approximately equal to its total net
        assets, which USOF invests in cash deposits or in Treasuries. This includes
        both
        the amount on deposit with the futures commission merchant as margin, as
        well as
        unrestricted cash held with USOF’s custodian bank. The cash or Treasuries earn
        interest that accrues on a daily basis. For the three and six months ended
        June
        30, 2007, USOF earned $11,059,875 and $22,988,448, respectively, in
        interest income on such cash holdings. Based on USOF’s average daily total net
        assets, this is equivalent to an annualized yield of 4.90% and 4.94 %,
        respectively. USOF did not purchase Treasuries during the period from
        January 1, 2007 through June 30, 2007 and held all of its funds in cash or
        cash
        equivalents during this time period.
 12
 *Tracking
        USOF’s Benchmark* .
        USOF
        seeks to manage its portfolio such that changes in its average daily NAV,
        on a
        percentage basis, closely track changes in the average daily price of the
        Benchmark Oil Futures Contract, also on a percentage basis. Specifically,
        USOF
        seeks to manage its portfolio such that over any rolling period of 30
        valuation days, the average daily change in the NAV is within a range of
        90% to
        110% (0.9 to 1.1) of the average daily change of the Benchmark Oil Futures
        Contract. As an example, if the average daily movement of the Benchmark Oil
        Futures Contract for a particular 30-day time period was 0.5% per day, USOF
        management would attempt to manage the portfolio such that the average daily
        movement of the NAV during that same time period fell between 0.45% and 0.55%
        ( *i.e* .,
        between 0.9 and 1.1 of the benchmark’s results). USOF’s portfolio management
        goals do not include trying to make the nominal price of USOF’s NAV equal to the
        nominal price of the current Benchmark Oil Futures Contract or the spot price
        for oil. Management believes that it is not practical to manage the portfolio
        to
        achieve such an investment goal when investing in listed crude oil futures
        contracts.
 
 For
        the
        30 valuation days ended June 30, 2007, the simple average daily change in
        the
        Benchmark Oil Futures Contract was 0.192%, while the simple average daily
        change
        in the NAV of USOF over the same time period was 0.208%. The average daily
        difference was 0.016% (or 1.6 basis points, where 1 basis point equals 1/100
        of
        1%). As a percentage of the daily movement of the Benchmark Oil Futures
        Contract, the average error in daily tracking by the NAV was 3.5%, meaning
        that
        over this time period USOF’s tracking error was within the plus or minus 10%
        range established as its benchmark tracking goal.
 
 
 13
 Since
          the
          offering of USOF units to the public on April 10, 2006 to June 30, 2007,
          the simple average daily change in the Benchmark Oil Futures Contract was
          -0.073 %,
          while
          the simple average daily change in the NAV of USOF over the same time period
          was
          -0.062 %.
          The
          average daily difference was 0.01% (or 1basis point, where 1 basis point
          equals
          1/100 of 1%). As a percentage of the daily movement of the Benchmark Oil
          Futures
          Contract, the average error in daily tracking by the NAV was 4.1 %,
          meaning that over this time period USOF’s tracking error was within the plus or
          minus 10% range established as its benchmark tracking goal.
 
 An
          alternative tracking measurement of the return performance of USOF versus
          the
          return of its Benchmark Oil Futures Contract can be calculated by comparing
          the
          actual return of USOF, measured by changes in its NAV, versus the *expected* changes
          in its NAV under the assumption that USOF’s returns had been exactly the same as
          the daily changes in its Benchmark Oil Futures Contract.
  For
          the
          period from April 1, 2007 through June 30, 2007, the actual total return of
          USOF as measured by changes in its NAV was -0.71 %.
          This
          is based on an initial NAV of $53.56 on March 30, 2007 and an ending
          NAV as of June 29, 2007 of $53.18. During this time period, USOF made no
          distributions to its unitholders. However, if USOF’s daily changes in its NAV
          had instead exactly tracked the changes in the daily return of the Benchmark
          Oil
          Futures Contracts, USOF would have ended the second quarter of 2007 with an
          estimated NAV of $52.66 ,
          for a
          total return over the relevant time period of -1.68 %.
          The
          difference between the actual NAV total return of USOF of -0.71 %
          and the
          expected total return based on the Benchmark Oil Futures Contracts of
          -1.68 %
          was an
          error over the time period of +0.97 %,
          which
          is to say that USOF’s actual total return exceeded the benchmark result by that
          percentage. Management believes that a portion of the difference between
          the
          actual return and the expected benchmark return can be attributed to the
          impact
          of the interest that USOF collects on its cash and cash equivalent holdings.
          In
          addition, during the six month period ended June 30, 2007, USOF also collected
          fees from brokerage firms creating or redeeming baskets of units. This
          income
          also contributed to USOF’s actual return exceeding the benchmark results.
          However, if the total assets of USOF continue to increase, management believes
          that the impact on total returns of these fees from creations and redemptions
          will diminish as a percentage of the total return.
  There
          are
          currently three factors that have, during the latest period, or are most
          likely
          to impact USOF’s ability to accurately track its Benchmark Oil Futures
          Contract.
 
 First, USOF
          may buy or sell its holdings in the then current Benchmark Oil Futures
          Contract
          at a price other than the closing settlement price of that contract on
          the day
          in which USOF executes the trade. In that case, USOF may get a price that
          is
          higher, or lower, than that of the Benchmark Oil Futures Contract,
          which, could cause the changes in the daily NAV of USOF to either be too
          high or too low relative to the changes in the daily benchmark. In the
          second quarter
          of 2007, management attempted to minimize the effect of these transactions
          by
          seeking to execute its purchase or sales of the Benchmark Oil Futures Contracts
          at, or as close as possible to, the end of the day settlement price. However,
          it may not always be possible for USOF to obtain the closing settlement
          price and there is no assurance that failure to obtain the closing settlement
          price in the future will not adversely impact USOF’s attempt to track its
          benchmark over time.
  Second,
          USOF earns interest on its cash and Treasury holdings. USOF is not required
          to distribute any portion of its income to its unitholders and did not
          make any
          distribution to unitholders in the second quarter of 2007. Interest payments,
          and any other income, were retained within the portfolio and added to USOF’s
          NAV. When this income exceeds the level of USOF’s expenses for its management
          fee, brokerage commissions and other expenses (including ongoing
          registration fees, licensing fees and the fees and expenses of the
          independent directors), USOF will realize a net yield that will tend to
          cause
          daily changes in the NAV of USOF to track slightly higher than daily changes
          in
          the Benchmark Oil Futures Contracts. During the second quarter of 2007,
          USOF
          earned, on an annualized basis, approximately 4.90% on its
          cash holdings. It also incurred cash expenses on an annualized basis of
          0.50%
          for management fees and approximately 0.15% in brokerage commission costs
          related to the purchase and sale of futures contracts, and 0.27% for other
          expenses. The foregoing fees and expenses resulted in a net yield on an
          annualized basis of approximately 4.10% and affected USOF’s ability to track its
          benchmark. If short-term interest rates rise above the current levels,
          the level
          of deviation created by the yield would increase. Conversely, if short-term
          interest rates were to decline, the amount of error created by the yield
          would
          decrease. If short-term yields drop to a level lower than the combined
          expenses
          of the management fee and the brokerage commissions, then the tracking
          error
          would become a negative number and would tend to cause the daily returns
          of the
          NAV to underperform the daily returns of the Benchmark Oil Futures
          Contracts.
 14
 Third, USOF
          may hold Other Oil-Related Interests in its portfolios that may fail to
          closely track the Benchmark Oil Futures Contract's total return movements.
          In
          that case, the error in tracking the benchmark could result in daily changes
          in
          the NAV of USOF that are either too high, or too low, relative to the daily
          changes in the benchmark. During the second quarter of 2007, USOF did not
          hold
          any Other Oil-Related Interests. However, there can be no assurance that
          in
          future quarters USOF will not make use of such other Oil Related
          Investments.
  A
            series
            of production problems at U.S. refineries created, at least temporarily,
            a
            near-term oversupply of crude oil, as refineries were unable to process
            as much
            crude oil as normal. This lead to an increase in gasoline prices while
            at the
            same time acted to hold down the price of crude oil. In particular, the
            price of
            crude oil for near term delivery was low versus the price of crude oil
            for
            delivery further out in time. This unusually wide price “spread” may have
            indicated that the market may have anticipated that refineries would
            be
            producing at more normal levels further out and that the short-term oversupply
            condition would rapidly
            change. This had a negative impact on the total return of the portfolio,
            as it
            meant that USOF was often selling its front month futures contracts each
            month
            at a lower price than it had previously purchased them. During the quarter,
            the
            prices of front month futures contracts remained near the $64.00 level
            and well
            below the price of contracts calling for delivery two or three months
            out. As
            the quarter came to an end, the impaired refinery production issue began
            to
            moderate. Prices of front month futures contracts rose towards the end
            of the
            quarter and the price spread between front month futures contracts and
            second or
            third month futures contracts began to sharply
            contract.
 
 *Term
          Structure of Crude Oil Futures Prices and the Impact on Total Returns.* Several
          factors determine the total return from investing in a futures contract
          position. One factor that impacts the total return that will result from
          investing in near month crude oil futures contracts and “rolling” those
          contracts forward each month is the price relationship between the current
          near
          month contract and the next month contract. If the price of the near month
          contract is higher than the next month contract (a situation referred to
          as
“backwardation” in the futures market), then absent any other change there is a
          tendency for the price of a next month contract to rise in value as it
          becomes
          the near month contract and approaches expiration. Conversely, if the price
          of a
          near month contract is lower than the next month contract (a situation
          referred
          to as “contango” in the futures market), then absent any other change there is a
          tendency for the price of a next month contract to decline in value as
          it
          becomes the near month contract and approaches expiration.
  As
          an
          example, assume that the price of crude oil for immediate delivery (the
“spot”
price), was $50 per barrel, and the value of a position in the near month
          futures contract was also $50. Over time, the price of the barrel of crude
          oil
          will fluctuate based on a number of market factors, including demand for
          oil relative to its supply. The value of the near month contract will likewise
          fluctuate in reaction to a number of market factors. If investors seek to
          maintain their holding in a near month contract position and not take delivery
          of the oil, every month they must sell their current near month contract
          as it
          approaches expiration and invest in the next month contract.
 
 If
          the
          futures market is in backwardation, e.g., when the expected price of oil
          in the
          future would be less, the investor would be buying a next month contract
          for a
          lower price than the current near month contract. Hypothetically, and assuming
          no other changes to either prevailing crude oil prices or the price relationship
          between the spot price, the near month contract and the next month contract
          (and
          ignoring the impact of commission costs and the interest earned on cash),
          the
          value of the next month contract would rise as it approaches expiration
          and
          becomes the new near month contract. In this example, the value of the
          $50
          investment would tend to rise faster than the spot price of crude oil,
          or fall
          slower. As a result, it would be possible in this hypothetical example
          for the
          price of spot crude oil to have risen to $60 after some period of time,
          while
          the value of the investment in the futures contract would have risen to
          $65,
          assuming backwardation is large enough or enough time has elapsed. Similarly,
          the spot price of crude oil could have fallen to $40 while the value of
          an
          investment in the futures contract could have fallen to only $45. Over
          time, if
          backwardation remained constant, the difference would continue to
          increase.
 
 If
          the
          futures market is in contango, the investor would be buying a next month
          contract for a higher price than the current near month contract.
          Hypothetically, and assuming no other changes to either prevailing crude
          oil
          prices or the price relationship between the spot price, the near month
          contract
          and the next month contract (and ignoring the impact of commission costs
          and the
          interest earned on cash), the value of the next month contract would fall
          as it
          approaches expiration and becomes the new near month contract. In this
          example,
          it would mean that the value of the $50 investment would tend to rise slower
          than the spot price of crude oil, or fall faster. As a result, it would
          be
          possible in this hypothetical example for the spot price of crude oil to
          have risen to $60 after some period of time, while the value of the investment
          in the futures contract will have risen to only $55, assuming contango
          is large
          enough or enough time has elapsed. Similarly, the spot price of crude oil
          could
          have fallen to $45 while the value of an investment in the futures contract
          could have fallen to $50. Over time, if contango remained constant, the
          difference would continue to increase.
 15
 Historically,
          the oil futures markets have experienced periods of contango and
          backwardation, with backwardation being in place more often than contango.
          During the past two years, including 2006 and the first half of 2007, these
          markets have experienced contango. While the investment objective of USOF
          is not to have the market price of its units match, dollar for dollar,
          changes
          in the spot price of oil, contango has impacted the total return on an
          investment in USOF units during the past year relative to a hypothetical
          direct investment in crude oil. For example, an investment made in USOF
          units on
          March 31, 2007 and held to June 30, 2007 decreased, based upon the changes
          in
          the closing market prices for USOF units on those days, by -0.71%, while
          the
          spot price of crude oil for immediate delivery during the same period increased
          7.30% (note: this comparison ignores the potential costs associated with
          physically owning and storing crude oil). This period of contango did not
          meaningfully impact USOF’s investment objective of having percentage changes in
          its per unit price track percentage changes in the price of the Benchmark
          Oil
          Futures Contract since the impact of backwardation and contango tended
          to
          equally impact the percentage changes in price of both USOF’s units and the
          Benchmark Oil Futures Contract. It is impossible to predict with any degree
          of
          certainty whether backwardation or contango will occur in the future. It
          is
          likely that both conditions will occur during different periods.
  *Crude
            Oil Market.* During
            the period from April 1, 2007 to June 30, 2007, crude oil prices were
            impacted
            by several factors. On the consumption side, demand remained strong as
            continued
            global economic growth, especially in emerging economies such as China
            and
            India, remained brisk. On the supply side, production remained steady
            despite
            concerns about violence impacting production in Iraq and
            Nigeria.
  **Critical
          Accounting Policies**
 
 Preparation
          of the financial statements and related disclosures in compliance with
          accounting principles generally accepted in the United States of America
          requires the application of appropriate accounting rules and guidance,
          as well
          as the use of estimates. USOF's application of these policies involves
          judgments
          and actual results may differ from the estimates used.
  The
          General Partner has evaluated the nature and types of estimates that
          it makes in preparing USOF's financial statements and related
          disclosures and has determined that the valuation of its investments which
          are not traded on a United States or internationally recognized futures
          exchange
          (such as forward contracts and over-the-counter contracts) involves a critical
          accounting policy. To the extent USOF makes such investments, the values
          used by USOF for its forward contracts will be provided by its commodity
          broker
          who values over-the-counter contracts based on the present value of
          estimated future cash flows that would be received from or paid to a third
          party
          in settlement of these derivative contracts prior to their delivery date
          and
          valued on a daily basis.
 
 **Liquidity
          and Capital Resources**
 
 USOF
          does
          not anticipate making use of borrowings or other lines of credit to meet
          its
          obligations. USOF has met, and it is anticipated that USOF will continue
          to
          meet, its liquidity needs in the normal course of business from the proceeds
          of
          the sale of its investments, or from cash, cash equivalents and/or
          short-term Treasuries that it intends to hold at all times. USOF’s
          liquidity needs include: redeeming units, providing margin deposits for
          its
          existing oil futures contracts or the purchase of additional crude oil
          futures
          contracts and posting collateral for its over-the-counter contracts and
          payment
          of its expenses, summarized below under “Contractual Obligations.”
 
 USOF
          currently generates cash primarily from (i) the sale of Creation Baskets
          and
          (ii) interest earned on cash. USOF has allocated substantially all of its
          net
          assets to trading in oil interests. A significant portion of the NAV was
          held in
          cash that was used as margin for USOF's trading in oil interests. Cash
          or Treasuries as a percentage of the total net assets vary from period to
          period as the market values of the oil interests change. The balance of
          the net
          assets is held in USOF's Oil Futures Contracts and Other Oil Interests
          trading
          account. Interest earned on USOF's interest bearing-funds is paid to
          USOF.
 16
 USOF's
          investment in oil interests may be subject to periods of illiquidity because
          of
          market conditions, regulatory considerations and other reasons. For example,
          commodity exchanges limit the fluctuations in Oil Futures Contracts prices
          during a single day by regulations referred to as “daily limits.” During a
          single day, no trades may be executed at prices beyond the daily limit.
          Once the
          price of an Oil Futures Contract has increased or decreased by an amount
          equal
          to the daily limit, positions in the contracts can neither be taken nor
          liquidated unless the traders are willing to effect trades at or within
          the
          specified daily limit. Such market conditions could prevent USOF from promptly
          liquidating its positions in Oil Futures Contracts. Through June 30, 2007,
          USOF
          was not forced to liquidate any of its positions as a result of daily limits,
          however, USOF cannot predict whether such an event may occur in the
          future.
  Prior
          to
          March 23, 2007 all payments with respect to USOF's
          and the General Partner's expenses were paid by their affiliates.
Neither
          USOF nor the General Partner have any obligation or intention to refund
          such
          payments by their affiliates. These affiliates are under no obligation
          to
          continue payment of USOF’s or the General Partner's expenses. If the
          General Partner and USOF are unsuccessful in raising sufficient funds to
          cover
          USOF’s expenses or in locating any other source of funding, USOF will terminate
          and investors may lose all or part of their
          investment.
  **Market
          Risk**
 
 Trading
          in Oil Futures Contracts and Other Oil Interests, such as
          forwards, involves USOF entering into contractual commitments to purchase
          or sell oil at a specified date in the future. The gross or face amount
          of
          the contracts will significantly exceed USOF's future cash requirements
          since USOF intends to close out its open positions prior to settlement.
          As a
          result, USOF is generally only subject to the risk of loss arising
          from the change in value of the contracts. USOF considers the "fair value''
          of
          its derivative instruments to be the unrealized gain or loss on the contracts.
          The market risk associated with USOF's commitments to purchase oil is limited
          to
          the gross face amount of the contracts held. However, should USOF enter
          into a
          contractual commitment to sell oil, it would be required to make delivery
          of the
          oil at the contract price, repurchase the contract at prevailing prices
          or
          settle in cash. Since there are no limits on the future price of oil, the
          market
          risk to USOF could be unlimited.
  USOF's
          exposure to market risk depends on a number of factors, including the
          markets for oil, the volatility of interest rates and foreign exchange
          rates,
          the liquidity of the Oil Futures Contracts and Other Oil Interests markets
          and
          the relationships among the contracts held by USOF. The limited experience
          that
          USOF has in utilizing its model to trade in oil interests in a manner
          intended to track the spot price of oil, as well as drastic market occurrences,
          could ultimately lead to the loss of all or substantially all of an investor’s
          capital.
  **Credit
          Risk**
 
 When
          USOF
          enters into Oil Futures Contracts and Other Oil Interests, it is exposed
          to the
          credit risk that the counterparty will not be able to meet its obligations.
          The
          counterparty for the Oil Futures Contracts traded on the NYMEX and on most
          other foreign futures exchanges is the clearinghouse associated with the
          particular exchange. In general, clearinghouses are backed by their members
          who
          may be required to share in the financial burden resulting from the
          nonperformance of one of their members and, therefore, this additional
          member
          support should significantly reduce credit risk. Some foreign exchanges
          are not
          backed by their clearinghouse members but may be backed by a consortium
          of banks
          or other financial institutions.
  There
          can
          be no assurance that any counterparty, clearinghouse, or their members
          or their
          financial backers will satisfy their obligations to USOF in such circumstances.
          The General Partner attempts to manage the credit risk of USOF by following
          various trading limitations and policies. In particular, USOF posts margin
          and/or holds liquid assets that are approximately equal to the face amount
          of
          its obligations to counterparties under the Oil Futures Contracts and Other
          Oil
          Interests it holds. The General Partner has implemented procedures that
          include,
          but are not limited to, executing and clearing trades only with creditworthy
          parties and/or requiring the posting of collateral or margin by such parties
          for
          the benefit of USOF to limit its credit exposure. UBS Securities LLC, USOF's
          commodity broker, or any other broker that may be retained by USOF in the
          future, when acting as USOF's futures commission merchant in accepting
          orders to
          purchase or sell Oil Futures Contracts on United States exchanges,
          is required by U.S. Commodity Futures Trading Commission ("CFTC")
          regulations to separately account for and segregate as belonging to USOF,
          all
          assets of USOF relating to domestic Oil Futures Contracts trading. A futures
          commission merchant is not allowed to commingle USOF's assets with their
          other
          assets. In addition, the CFTC requires commodity brokers to hold in a secure
          account the USOF assets related to foreign Oil Futures Contract trading.
          During
          the second quarter of 2007, the only foreign exchange on which USOF
          made investments was the ICE Futures.
  A
          June 30, 2007, USOF had deposits in domestic and
          foreign financial institutions in the amount of $476,395,787. This amount
          is
          subject to loss should these institutions cease operations.
 
 **Off
          Balance Sheet Financing**
 
 As
          of
          June 30, 2007, USOF has no loan guarantee, credit support or other off-balance
          sheet arrangements of any kind other than agreements entered into in the
          normal
          course of business, which may include indemnification provisions relating
          to
          certain risks that service providers undertake in performing services which
          are
          in the best interests of USOF. While USOF's exposure under these indemnification
          provisions cannot be estimated, they are not expected to have a material
          impact
          on USOF's financial position.
 17
 **Redemption
          Basket Obligation**
 
 In
          order
          to meet its investment objective and pay its contractual obligations described
          below, USOF requires liquidity to redeem units, which redemptions must be
          in blocks of 100,000 units called Redemption Baskets. USOF has to date
          satisfied
          this obligation by paying from the cash or cash equivalents it holds or
          through
          the sale of its Treasuries in an amount proportionate to the number of
          units
          being redeemed.
  **Contractual
          Obligations**
 
 USOF's
          primary contractual obligations are with the General Partner. In return
          for its
          services, the General Partner is entitled to a management fee calculated
          as a
          fixed percentage of USOF's NAV, currently 0.50% for a NAV of $1 billion
          or less,
          and thereafter 0.20% for a NAV above $1 billion. The General Partner agreed
          to pay the start-up costs associated with the formation of USOF, primarily
          its
          legal, accounting and other costs in connection with its registration with
          the
          CFTC as a commodity pool operator and the registration and listing of USOF
          and
          its Units with the SEC and the AMEX, respectively. However, the costs of
          registering and listing additional units of USOF with the SEC are directly
          borne
          on an ongoing basis by USOF, and not by the General Partner.
  The
          General Partner pays the fees of the custodian and transfer agent, Brown
          Brothers Harriman & Co., as well as Brown Brothers Harriman & Co.'s fees
          for performing administrative services, including in connection with the
          preparation of USOF's financial statements and its SEC and CFTC reports.
          The
          General Partner also pays the fees of USOF's accountants and a separate
          firm for providing tax related services, as well as those of USOF's marketing
          agent, ALPS Distributors, Inc. The General Partner and USOF have
          also entered into a licensing agreement with the NYMEX pursuant to which
          USOF and the affiliated funds managed by the General Partner pay a licensing
          fee
          to the NYMEX.
  In
          addition to the General Partner's management fee, USOF pays its brokerage
          fees
          (including fees to a futures commission merchant), over-the-counter dealer
          spreads, any licensing fees for the use of intellectual property,
          registration and, subsequent to the initial offering, the fees paid to
          the SEC,
          NASD or any other regulatory agency in connection with the offer and sale
          of
          units, as well as the legal, printing, accounting and other expenses associated
          therewith, and extraordinary expenses. The latter are expenses not incurred
          in the ordinary course of USOF's business, including expenses relating to
          the indemnification of any person against liabilities and obligations to
          the
          extent permitted by law and under the LP Agreement, the bringing or defending
          of
          actions in law or in equity or otherwise conducting litigation and incurring
          legal expenses and the settlement of claims and litigation. Commission
          payments to a futures commission merchant are on a contract-by-contract,
          or
          round turn, basis. USOF also pays a portion of the fees and expenses of
          the
          independent directors. See Note 3 to the Notes to Financial Statements
          (Unaudited).
  The
          parties cannot anticipate the amount of payments that will be required
          under
          these arrangements for future periods, as USOF's NAVs and trading levels
          to meet
          its investment objectives will not be known until a future date. These
          agreements are effective for a specific term agreed upon by the parties
          and have
          an option to renew, or, in some cases, are in effect for the duration of
          USOF's
          existence. Either party may terminate these agreements earlier for certain
          reasons described in the agreements.
 18
 **Item 3.**
                **Quantitative
                    and Qualitative Disclosures About Market
                    Risk**
  ***Over-the-Counter
            Derivatives (Including Spreads and Straddles)***
  In
            the
            future, USOF may purchase over-the-counter contracts. Unlike most of
            the
            exchange-traded oil futures contracts or exchange-traded options on such
            futures, each party to over-the-counter contracts bears the credit risk
            that the other party may not be able to perform its obligations under
            its
            contract.
  Some
            oil-based derivatives transactions contain fairly generic terms and conditions
            and are available from a wide range of participants. Other oil-based
            derivatives
            have highly customized terms and conditions and are not as widely available.
            Many of these over-the-counter contracts are cash-settled forwards for
            the
            future delivery of oil- or petroleum-based fuels that have terms similar
            to the
            Oil Futures Contracts. Others take the form of “swaps” in which the two parties
            exchange cash flows based on pre-determined formulas tied to the spot
            price
            of crude oil, forward crude oil prices or crude oil futures prices.
            For example, USOF may enter into over-the-counter derivative contracts
            whose
            value will be tied to changes in the difference between the WTI spot
            price, the
            price of Oil Futures Contracts traded on the NYMEX and the prices of
            other Oil
            Futures Contracts that may be invested in by USOF.
  To
            protect itself from the credit risk that arises in connection with such
            contracts, USOF may enter into agreements with each counterparty that
            provide
            for the netting of its overall exposure to its counterparty, such as
            the
            agreements published by the International Swaps and Derivatives Association,
            Inc. USOF also may require that the counterparty be highly rated and/or
            provide collateral or other credit support to address USOF’s exposure to the
            counterparty.
  USOF
            may
            employ spreads or straddles in its trading to mitigate the differences
            in its
            investment portfolio and its goal of tracking the price of the Benchmark
            Oil
            Futures Contract. USOF would use a spread when it chooses to take simultaneous
            long and short positions in futures written on the same underlying asset,
            but
            with different delivery months. The effect of holding such combined positions
            is
            to adjust the sensitivity of USOF to changes in the price relationship
            between
            futures contracts which will expire sooner and those that will expire
            later.
            USOF would use such a spread if the General Partner felt that taking
            such long
            and short positions, when combined with the rest of its holdings, would
            more
            closely track the investment goals of USOF, or the General Partner felt
            if it
            would lead to an overall lower cost of trading to achieve a given level
            of
            economic exposure to movements in oil prices. USOF would enter into a
            straddle
            when it chooses to take an option position consisting of a long (or short)
            position in both a call option and put option. The economic effect of
            holding
            certain combinations of put options and call options can be very similar
            to that
            of owning the underlying futures contracts. USOF would make use of such
            a
            straddle approach if, in the opinion of the General Partner, the resulting
            combination would more closely track the investment goals of USOF or
            if it would
            lead to an overall lower cost of trading to achieve a given level of
            economic
            exposure to movements in oil prices.
  During
            the six months ended June 30, 2007, USOF did not employ any hedging methods
            since all of its investments were made over an exchange. Therefore, USOF
            was not
            exposed to counterparty risk.
 **Item 4.**
                **Controls
                    and Procedures**
  **Disclosure
          Controls and Procedures.**
 USOF
            maintains disclosure controls and procedures that are designed to ensure
            that
            material information required to be disclosed in USOF’s periodic reports filed
            or submitted under the Securities Exchange Act of 1934, as amended, is
            recorded,
            processed, summarized and reported within the time period specified in
            the SEC’s
            rules and forms.
  The
            duly
            appointed officers of the General Partner, including its chief executive
            officer
            and chief financial officer, who perform functions equivalent to those
            of a principal executive officer and principal financial officer of USOF if
            USOF had any officers, have evaluated the effectiveness of USOF’s
            disclosure controls and procedures and have concluded that the
            disclosure controls and procedures of USOF have been effective as of
            the end of
            the period covered by this quarterly report.
 
 **Change
            in Internal Control Over Financial Reporting.**
 
 There
            were no changes in USOF’s internal control over financial reporting during
            USOF’s last fiscal quarter that have materially affected, or are reasonably
            likely to materially affect, USOF’s internal control over financial
            reporting.
 19
  **Part
                    II.**
                **OTHER
                    INFORMATION**
  **Item 5.**
                **Other
                    Information**
  **Monthly
            Account Statements**
 
 Pursuant
            to the requirement under part 4.22 of the Commodities Exchange Act, each
            month
            USOF publishes an account statement for its unitholders, which includes
            a
            statement of income (loss) and a statement of changes in NAV. The account
            statement is filed with the SEC on a current report on Form 8-K pursuant to
            Section 13 or 15(d) of the Exchange Act and posted each month on USOF’s
            website at www.unitedstatesoilfund.com .
 
 **Item 6.**
                  **Exhibits**
  Listed
              below are the exhibits which are filed or furnished as part of this
              quarterly
              report on Form 10-Q (according to the number assigned to them in Item 601
              of Regulation S-K):
 **Exhibit
                    Number**
                  
                  **Description
                      of Document**10.1#
                  
                  License
                      Agreement, among United States Oil Fund, LP, Victoria Bay Asset
                      Management, LLC, certain other funds which are managed by Victoria
                      Bay
                    Asset
                      Management, LLC and the New York Mercantile Exchange, dated
                      as of April
                      10, 2006.31.1*
                  
                  Certification
                      by Principal Executive Officer
                      Pursuant to Section 302 of the Sarbanes-Oxley Act of
                      2002.31.2*
                  
                  Certification
                      by Principal Financial Officer
                      Pursuant to Section 302 of the Sarbanes-Oxley Act of
                      2002.32.1**
                  
                  Certification
                      by Principal Executive Officer
                      Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to
                      Section 906 of
                      the Sarbanes-Oxley Act of 2002.32.2**
                  
                  Certification
                      by Principal Financial Officer
                      Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to
                      Section 906 of
                      the Sarbanes-Oxley Act of 2002.
  *  
            Filed herewith
 **
            Furnished herewith
 *#* Incorporated
              by reference to Exhibit 10.1 to the quarterly report on Form 10-Q for
              the
              quarter ended March 31, 2007 of United States Natural Gas Fund, LP
              which was
              filed on June 1, 2007. Confidential treatment has been requested for
              portions of
              this document. The confidential portions have been omitted and filed
              separately
              with the SEC.
 **SIGNATURES**
  Pursuant
            to the requirements 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.
  United
                      States Oil Fund, LP (Registrant)
                    By:
                      Victoria Bay Asset Management, LLC, its general partnerBy:  /s/
                      Nicholas D.
                      Gerber**Nicholas
                      D. Gerber****Chief
                      Executive Officer**DateDate:  August
                      8, 2007By: 
                      /s/ Howard Mah**Howard
                      Mah****Chief
                      Financial Officer**DateDate:  August
                      8, 2007
 
 20