**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 September 30, 2006.**




** ̈**
            **Transition
                report pursuant to Section 13 or 15(d) of the Securities Exchange Act
                of 1934 for the transition period from__________****to_________.**




Commission
      file number: 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**




**FINANCIAL
                  INFORMATION****Part
                  I. FINANCIAL INFORMATION**
              
              **Page**Item
                  1. Financial
                  Statements
              
              1Item
                  2. Management's Discussion and Analysis of
                  FinancialCondition
                  and Results of Operations
              
              11Item
                  3. Quantitative and Qualitative Disclosures
                  AboutMarket
                  Risk
              
              18Item
                  4. Controls and Procedures
              
              18**Part
                  II. OTHER INFORMATION**Item
                  1. Legal Proceedings
              
              18Item
                  1A. Risk Factors
              
              18Item
                  2. Unregistered Sales of Equity
                  Securitiesand
                  Use of Proceeds
              
              18Item
                  3. Defaults Upon Senior
                  Securities
              
              18Item
                  4. Submission of Matters to a Vote of Security
                  Holders
              
              18Item
                  5. Other Information
              
              19Item
                  6. Exhibits
              
              19









***United
                  States Oil Fund, LP******Condensed
                  Statements of Financial Condition******At
                  September 30, 2006 and December 31, 2005
                  (unaudited)*****September
                  30, 2006**
              
              **December
                  31, 2005****Assets**Investments,
                  at cost
              
              $
              160,000,000
              
              $
              -Cash
                  and cash equivalents
              
              
              221,442,330
              
              
              1,000Deposits
                  with ABN AMRO as collateral for futures contracts
              
              
              63,157,281
              
              
              -Unrealized
                  depreciation on futures contracts
              
              
              (24,111,280
              )
              
              -Receivable
                  for units sold
              
              
              22,768,572
              
              
              -Interest
                  receivable
              
              
              555,200
              
              
              -Total
                  assets
              
              $
              443,812,103
              
              $
              1,000**Liabilities
                  and partnership capital**Payable
                  for units redeemed
              
              $
              44,254,984
              
              $
              -Investment
                  management fee
              
              
              171,244
              
              
              -Total
                  liabilities
              
              
              44,426,228
              
              
              -**Partnership
                  Capital**General
                  partner
              
              
              -
              
              
              20Limited
                  partners
              
              
              399,385,875
              
              
              980Total
                  partnership capital
              
              
              399,385,875
              
              
              1,000Total
                  liabilities and partnership capital
              
              $
              443,812,103
              
              $
              1,000Limited
                  partnership units outstanding
              
              
              7,000,000Net
                  asset value per unit
              
              $
              57.06Market
                  value per unit
              
              $
              56.81*See
                  accompanying notes to condensed financial statements.*




1




***United
                  States Oil Fund, LP******Condensed
                  Schedule of Investments******As
                  of September 30, 2006 (unaudited)*****Short-Term
                  Investments****Face
                  Value**
              
              **Cost**
              
              **Market
                  Value****United
                  States - Money Market Funds**AIM
                  STIT- Government & Agency Portfolio
              
              $
              80,000,000
              
              $
              80,000,000
              
              $
              80,000,000AIM
                  STIT- Liquid Assets Portfolio
              
              
              80,000,000
              
              
              80,000,000
              
              
              80,000,000$
              160,000,000
              
              $
              160,000,000
              
              $
              160,000,000
  **Open
                  Futures Contracts****Number
                  of**
              
              **Unrealized****Contracts**
              
              **Depreciation****United
                  States**Crude
                  Oil Future contracts, due November 2006
              
              
              6,348
              
              $
              (24,111,280
              )*See
                  accompanying notes to condensed financial statements.*




2




***United
                  States Oil Fund, LP******Condensed
                  Statements of Operations,******For
                  the three months ended September 30, 2006 and the period
                  from******April
                  10, 2006 (commencement of operations) to September 30, 2006
                  (unaudited)*****Three
                  Months**
              
              **April
                  10, 2006****Ended**
              
              **to****September
                  30, 2006**
              
              **September
                  30, 2006****Net
                  Realized and Unrealized Gain (Loss) from
                  Investments**Net
                  realized loss on futures transactions
              
              $
              (54,453,070
              )
              $
              (65,861,220
              )Net
                  unrealized depreciation on futures transactions
              
              
              (31,568,760
              )
              
              (24,111,280
              )Net
                  realized and unrealized loss from futures transactions
              
              
              (86,021,830
              )
              
              (89,972,500
              )**Investment
                  Income**Interest
                  income
              
              
              4,235,056
              
              
              6,118,863Other
                  income
              
              
              40,000
              
              
              81,000Total
                  income
              
              
              4,275,056
              
              
              6,199,863**Expenses**Management
                  fee
              
              
              452,264
              
              
              671,287Commission
                  expense
              
              
              129,645
              
              
              199,945Total
                  expenses
              
              
              581,909
              
              
              871,232**Net
                  investment income**
              
              
              3,693,147
              
              
              5,328,631**Net
                  loss**
              
              $
              (82,328,683
              )
              $
              (84,643,869
              )**Net
                  loss per limited partnership unit**
              
              $
              (12.76
              )
              $
              (10.33
              )**Net
                  loss per weighted average limited partnership
                  unit**
              
              $
              (14.80
              )
              $
              (19.59
              )**Weighted
                  average limited partnership units outstanding**
              
              
              5,563,043
              
              
              4,321,264*See
                  accompanying notes to condensed financial statements.*
 
 3




***United
                  States Oil Fund, LP******Condensed
                  Statement of Changes in Partnership Capital,******Period
                  from April 10, 2006 (commencement of
                  operations)******to
                  September 30, 2006 (unaudited)*****Limited****General
                  Partner**
              
              **Limited
                  Partners**
              
              **Partnership
                  Units**
              
              **Total**Balances,
                  at December 31, 2005
              
              $
              20
              
              $
              980
              
              
              -
              
              $
              1,000Capital
                  contributions
              
              
              -
              
              
              990,332,350
              
              
              14,800,000
              
              
              990,332,350Capital
                  withdrawals
              
              
              (20
              )
              
              (506,303,586
              )
              
              (7,800,000
              )
              
              (506,303,606
              )Net
                  loss for the period
              
              
              -
              
              
              (84,643,869
              )
              
              -
              
              
              (84,643,869
              )Balances,
                  at September 30, 2006
              
              $
              -
              
              $
              399,385,875
              
              
              7,000,000
              
              $
              399,385,875*See
                  accompanying notes to condensed financial statements.*




4




***United
                  States Oil Fund, LP******Condensed
                  Statement of Cash Flows,******Period
                  from April 10, 2006 (commencement of
                  operations)******to
                  September 30, 2006 (unaudited)*****Cash
                  Flows from Operating Activities**Net
                  loss
              
              $
              (84,643,869
              )Unrealized
                  depreciation on futures contracts
              
              
              24,111,280Adjustments
                  to reconcile net loss to net cashused
                  in operating activitiesChanges
                  in:Purchase
                  of investment securities
              
              
              (160,000,000
              )Deposits
                  with broker
              
              
              (63,157,281
              )Interest
                  receivable and other assets
              
              
              (555,200
              )Investment
                  advisory fee payable and other liabilities
              
              
              171,244Net
                  cash used in operating activities
              
              
              (284,073,826
              )**Cash
                  Flows from Financing Activities**Capital
                  contributions by limited partners
              
              
              967,563,778Capital
                  withdrawals
              
              
              (462,048,622
              )Net
                  cash provided by financing activities
              
              
              505,515,156Net
                  change in cash and cash equivalents
              
              
              221,441,330Cash,
                  beginning of period
              
              
              1,000Cash,
                  end of period
              
              $
              221,442,330*See
                  accompanying notes to condensed financial
                  statements.*
 
 5




**United
        States Oil Fund, LP**
 **(formerly
        New York Oil ETF, LP)**
 **Notes
        to Condensed Financial Statements**
 **September
        30, 2006 (unaudited)**
 
 **NOTE
        1 - ORGANIZATION AND BUSINESS**
 
 United
        States Oil Fund, LP (formerly New York Oil ETF, LP) (the “Fund”), was organized
        as a limited partnership under the laws of the state of Delaware on May 12,
        2005
        and changed its name on September 30, 2005. The Fund is a commodity pool
        that
        issues units that may be purchased and sold on the American Stock Exchange.
        The
        Fund will continue in perpetuity, unless terminated sooner upon the occurrence
        of one or more events as described in its First Amended and Restated Limited
        Partnership Agreement (the “Limited Partnership Agreement”). The investment
        objective of the Fund is for its net asset value to reflect the performance
        of
        the price of light, sweet crude oil, less the Fund’s expenses. The Fund will
        accomplish its objectives through investments in futures contracts for 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 and other U.S. and foreign exchanges (“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. 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
        Fund
        commenced operations on April 10, 2006 .
Through
        April 10, 2006, all of USOF’s and the General Partner’s expenses were funded by
        their affiliates. Since April 10, 2006, these expenses have been borne by
        USOF
        and the General Partner except that their affiliate provided the funds for
        USOF’s payment of a portion of the fees due to the SEC and the NASD in
        connection with USOF’s registration of additional units during October. Neither
        USOF nor the General Partner has any obligation or intention to refund such
        payments by their affiliates. The General Partner is a member of the
        National Futures Association (“NFA”) and is a commodity pool operator effective
        December 1, 2005. The
        Fund
        has a fiscal year ending on December 31.
 
 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 and therefore does 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 the creation of each Creation Basket. 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 New York
        Mercantile Exchange on the last business day prior to the effective date.
        Additionally, 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 are not made at the net asset value of the Fund but rather at market
        prices quoted on the stock exchange.
 
 On
        April
        10, 2006, the Fund listed its Units on the American Stock Exchange under
        the
        ticker symbol “USO”. On that day, the Fund established its initial NAV by
        setting the price at $67.39 per Unit and issued 200,000 Units in exchange
        for
        $13,478,000. The Fund also commenced investment operations on that day by
        purchasing oil futures contracts traded on the New York Mercantile Exchange
        that
        are based on West Texas Intermediate 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
        the
        difference between original contract amount and
  6
 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 its assets on deposit
        at the
        broker at the 30-day Treasury bill rate less fifty basis points for deposits
        denominated in U.S. dollars.
  **Brokerage
        Commissions**
 
 Brokerage
        commissions on all open commodity futures contracts are accrued on a full-turn
        basis.
 
 **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,
        based on average daily net assets that are equal to .50% per annum on average
        net assets of $1,000,000,000 or less and .20% per annum of average daily
        net
        assets that are greater than $1,000,000,000. The Fund will pay for all brokerage
        fees, taxes and other expenses.
 
 **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
        persons 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 shall be 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.
 
 **Calculation
        of Net Asset Value**
  The
          Fund
          calculates its net asset value per Unit 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
          on that
          day. The Fund uses the New York Mercantile Exchange closing price on that
          day to
          value the futures contracts purchased
          on the exchange and  held
          by
          the Fund. The September 30, 2006 NAV as reported in these financial statements
          reflects a $0.02 per Unit reduction from the NAV as previously reported
          on Form
          8-K filed
          October 24, 2006 du e
          to the
          correction of an overaccrual of interest income during the third quarter.
          The
          overaccrual of interest income has been corrected on the books and records
          of
          the Fund.
 **Loss
        per Limited Partnership Unit**
  Net
        loss
        per limited partnership Unit is the difference between the net asset value
        per
        Unit at the beginning and end of each period. The weighted average number
        of
        limited partnership Units outstanding was computed for purposes of disclosing
        net loss per weighted average limited partnership Unit. The weighted average
        limited partnership Units are equal to the number of Units outstanding at
        period
        end, adjusted proportionately for Units added or redeemed based on their
        respective time outstanding during such period. There were no outstanding
        Units
        held by the General Partner at September 30, 2006.
 7
 **Cash
        Equivalents**
 
 As
        of
        September 30, 2006, 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 statement, and the reported amounts of the revenue
        and
        expenses during the reporting period. Actual results could differ from those
        estimates.
 
 **NOTE
        3 - CONTRACTS AND AGREEMENTS**
 
 The
        Fund
        is party to a marketing agent agreement dated 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: zero
        basis
        points on Fund assets from $0 - $500 million; 4 basis points on Fund assets
        from
        $500 million - $4 billion; and 3 basis points 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; or the printing and production of various
        marketing materials.
 
 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 of the Fund pays the fees of the
        custodian, which shall be agreed to from time to time between the parties.
        In
        addition, the Fund is party to an administrative agency agreement dated March
        13, 2006, also with 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
        capacity a minimum amount of $300,000 annually and, once the Fund’s net assets
        are above $500 million, an asset charge, which is not reflected in either
        agreement, ranging between 0.035% and 0.06%, plus a $50,000 transfer agency
        fee,
        and transaction charges of $7.00 to $15.00 per transaction.
 
 The
        Fund
        invests primarily in oil futures contracts traded on the New York Mercantile
        Exchange (the “Exchange”). The Fund and the Exchange are discussing entering
        into and in the process of finalizing a License Agreement whereby the Fund
        will
        be granted a non-exclusive license to use certain of the Exchange’s settlement
        prices and service marks. Under the proposed License Agreement, the Exchange
        would receive an asset-based fee for the license, which will be paid by the
        Fund.
 
 The
        Fund
        expressly disclaims any association with the Exchange or endorsement of the
        Fund
        by the Exchange and acknowledges that “NYMEX” and “New York Mercantile Exchange”
are registered trademarks of such Exchange.
 
 The
        Fund
        has entered into a brokerage agreement with UBS Securities LLC, formerly
        ABN
        AMRO Incorporated, Futures Commission Merchant (the “Broker”). The agreement
        provides that the Broker charge the Fund commissions of approximately $7
        per
        round-turn trade plus applicable exchange and NFA fees for futures contracts
        and
        options on futures contracts.
  8
 **NOTE
        4 - FINANCIAL INSTRUMENTS, OFF-BALANCE SHEET RISKS AND
        CONTINGENCIES**
 
 The
        Fund
        engages in the speculative trading of U.S. futures contracts and options
        on U.S.
        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
        their
        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 Company also has credit risk since
        the
        sole counterparty to all domestic futures contracts is the exchange clearing
        corporation. 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 (“FCM”). Additional deposits may be
        necessary for any loss on contract value. The Commodity Exchange
        Act requires an FCM to segregate all customer transactions and assets from
        the FCM’s proprietary activities.
 
 The
        Fund’s cash and other property such as U.S. Treasury Bills, deposited with an
        FCM are considered commingled with all other customer funds subject to the
        FCM’s
        segregation requirements. In the event of an FCM’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.
 
 For
        derivatives, risks arise from changes in the market value of the contracts.
        Theoretically, the Fund is exposed to a 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.
 
 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 of counterparty with which it
        conducts business.
 
 The
        financial instruments held by the Fund are reported in the 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.
 
 The
        Fund
        received a letter from Goldman, Sachs & Co. (“Goldman Sachs”) on March 17,
        2006, 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
        their pending applications and the Fund’s own pending patent application. 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, the Fund is unable
        to
        determine what the outcome of this matter will be.
 
 **NOTE
        5 - FINANCIAL HIGHLIGHTS**
 
 The
        following table presents per Unit performance data and other supplemental
        financial data for the period for the three months ended September 30, 2006
        and
        for the period from April 10, 2006 (commencement of operations) to September
        30,
        2006 for the limited partners. This information has been derived from
        information presented in the financial statements.
 
 9
 **Per
        Unit Performance**
 **Three
                  months**
              
              **April
                  10, 2006**
                **(commencement
                  of****ended**
              
              **operations)
                  to****September
                  30, 2006**
              
              **September
                  30, 2006**Net
                  asset value, beginning of period
              
              $
              69.82
              
              $
              67.39Net
                  investment income (b)
              
              
              0.66
              
              
              1.23Net
                  realized and unrealized loss from investments
                (net
                  of aggregate losses for the period attributableto
                  redeemed limited partner units) (b)
              
              
              (13.42
              )
              
              (11.56
              )Net
                  loss per limited partnership unit
              
              
              (12.76
              )
              
              (10.33
              )Net
                  asset value, at September 30, 2006
              
              $
              57.06
              
              $
              57.06**Total
                  Return (Loss) (not annualized)**
              
              
              (18.28
              )%
              
              (15.34
              )%**Ratios
                  to average net assets**Total
                  expenses (a)
              
              
              0.64
              %
              
              0.65
              %Net
                  investment income (a)
              
              
              4.07
              %
              
              3.96
              %
 
 (a)
            Annualized (b)  Per
        unit
        values have been calculated using the average unit method.
 
 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 and
        withdrawals.
 
 **NOTE
        6 - SUBSEQUENT EVENTS**
 On
          October 2, 2006 ,
          the
          commodity trading unit of USOF’s clearing futures commission merchant, ABN AMRO
          Incorporated, was acquired by UBS Securities LLC. As a result, USOF’s new
          futures commission merchant is now UBS Securities LLC.
 On
        October 18 ,
        2006,
        USOF's Registration Statement was declared effective by the U.S. Securities
        and Exchange Commission. A primary purpose of that filing was to register
        an additional 30,000,000 Units for sale. Several changes to the existing
        effective S-1 dated April 10 ,
        2006
        relating to language and procedures were also made in this filing. This
        included one change that was made in the redemption procedures. The cut-off
        on
        the third day
        following the placing of a redemption basket order (“T+3”), for delivery of the
        Units to USOF’s custodian bank was moved to 3:00 pm New York time from 11:00 am
        New York time.
 
 10
  **Item 2.**
              **Management’s
                  Discussion and Analysis of Financial Condition and Results of
                  Operations**
 
 The
        following discussion and analysis should be read in conjunction with the
        financial statements and accompanying notes filed as part of this
        report .
 
 *Forward-Looking
        Information*
 
 Except
        for historical information contained herein, the “Management’s Discussion and
        Analysis of Financial Condition and Results of Operations” contains
        forward-looking statements within the meaning of the U.S. Private Securities
        Litigation Reform Act of 1995, as amended. These statements involve known
        and
        unknown risks and uncertainties that may cause our actual results or outcome
        to
        be materially different from any future results, performance or achievements
        expressed or implied by such forward-looking statements. Factors that might
        cause such differences include, but are not limited to the risk factors set
        forth under the caption “Risk Factors” in our Registration Statement declared
        effective on October 18, 2006, as filed with the U.S. Securities and Exchange
        Commission. In addition to statements that explicitly describe such risks
        and
        uncertainties, investors are urged to consider statements labeled with the
        terms
“believes,” “belief,” “expects,” “intends,” “plans” or “anticipates” to be
        uncertain and forward-looking.
 
 **Introduction**
 
 United
        States Oil Fund, LP, a Delaware limited partnership (“USOF”), is a commodity
        pool that issues limited partnership units (“Units”) that may be purchased and
        sold on the American Stock Exchange. The investment objective of USOF is
        for
        changes in percentage terms of the Units’ net asset value (“NAV”) to
        reflect the changes in percentage terms in the spot price of West Texas
        Intermediate (“WTI”) light, sweet crude oil delivered to Cushing, Oklahoma (“WTI
        light, sweet crude oil”), 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 (“Benchmark Oil Futures Contract”), also measured
        in percentage terms. USOF’s General Partner believes the Benchmark Oil Futures
        Contract historically exhibited a close correlation with the spot price of
        WTI
        light, sweet crude oil.
 
 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 unless the Near Month Contract will expire within two
        weeks
        of the valuation day, in which case the Benchmark Oil Futures Contract is
        the
        Second to Nearest Out Month Contract for WTI light, sweet crude oil traded
        on
        the New York Mercantile Exchange. “Near Month Contract” means the next contract
        traded on the New York Mercantile Exchange due to expire; “Second to Nearest Out
        Month Contract” means the first contract traded on the New York Mercantile
        Exchange 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
        New York Mercantile Exchange 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 First Amended and Restated Agreement of Limited Partnership
        (“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 commodities trading advisors or futures commission
        merchants.
 
 **Valuation
        of Crude Oil Futures Contracts and the Computation of the Net Asset
        Value**
 
 The
        NAV
        of USOF Units is calculated once each trading day. The NAV for a particular
        trading day is released after 4:15 p.m. New York time. NAV is calculated as
        of the earlier of the close of the New York Stock Exchange or 4:00 p.m. New
        York time. Trading on the American Stock Exchange typically closes at
        4:15 p.m. New York time.  USOF uses the New York
  11
 Mercantile
        Exchange 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 New York
        Mercantile Exchange, but calculates or determines the value of all other
        USOF
        investments as of the earlier of the close of the New York Stock Exchange
        or
        4:00 p.m. New York time.
  **Management’s
        Discussion of Results of Operation and the Crude Oil
        Market**
 
 *Results
        of operations.* On
        April
        10, 2006, USOF listed its Units on the American Stock Exchange under the
        ticker
        symbol “USO.” On that day USOF established its initial NAV by setting the 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. USOF also
        commenced investment operations on that day by purchasing oil futures contracts
        traded on the New York Mercantile Exchange that are based on WTI light, sweet
        crude oil. The total market value of the crude oil futures contracts purchased
        on that day was $13,418,501 at the time of purchase. USOF established cash
        deposits equal to $13,478,000 at the time of the initial sale of Units. 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.
 
 *Portfolio
        Expenses* .
        USOF’s
        expenses consist of investment management fees and commissions. The investment
        advisory 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
        investment advisory fee is 0.5%. For assets over $1 billion, the investment
        advisory fee is 0.2% on the incremental amount of assets. During the period
        from
        July 1, 2006 to September 30, 2006, the daily average total net assets of
        the
        USOF were approximately $359,609,583. At no time during the period from July
        1,
        2006 to September 30, 2006, did the total net assets of USOF exceed $1 billion.
        The investment advisory fee paid by USOF amounted to $452,264, which was
        calculated at the 0.50% rate and accrued daily.
 
 USOF
        also incurs commissions to brokers for the purchase and sale of futures
        contracts, other oil interests, or U.S. Treasury bills and notes. During
        the
        period from July 1, 2006 to September 30, 2006, total commissions paid amounted
        to $129,645. 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 third quarter figure
        represents approximately 0.14% 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.
 
 Expenses
        incurred from inception through September 30, 2006 in connection with organizing
        USOF and the initial offering costs of the Units were borne by the General
        Partner, and are not subject to reimbursement by USOF.
 
 *Interest
        Income* .
        USOF
        seeks to invest its assets such that it holds crude 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 U.S. Treasuries. This includes
        both the amount on deposit with the futures brokerage firms as margin as
        well as
        unrestricted cash held with USOF’s custodian bank. The cash or U.S. Treasuries
        earn interest that accrues on a daily basis. For the period from July 1,
        2006
        through September 30, 2006, USOF earned $4,233,056 in interest income on
        such
        cash holdings. Based on USOF’s average daily total net assets, this is
        equivalent to an annualized yield of 4.7%. USOF did not purchase U.S. Treasury
        bills or notes during the period from July 1, 2006 through
  12
 September
        30, 2006 and held all of its funds in cash or cash equivalents during this
        time period..
 
 *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 the portfolio such that over any rolling 30-day period,
        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. 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 ending September 30, 2006, the simple average daily change
        in
        the Benchmark Oil Futures Contract was -0.456 %, while the simple average
        daily change in the NAV of USOF over the same time period was -0.473 %. The
        average daily difference was 0.017 % (or 1.7 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 4.47
        %,
        meaning that over this time period USOF’s tracking error was within the plus or
        minus 10% range established as its benchmark tracking goal.
  
 Since
        the
        offering of USOF Units to the public on April 10, 2006, the simple average
        daily
        change in the Benchmark Oil Futures Contract was -0.0133%, while the simple
        average daily change in the NAV of USOF over the same time period was -0.0147
        %.
        The average daily difference was 0.013% (or 1.3 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 3.54 %, meaning that over this time period USOF’s tracking error was within
        the plus or
  13
 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 can be calculated by comparing the actual return
        of
        USOF, measured by changes in its Net Asset Value (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. As a point of reference, the
        second
        quarter ended and the third quarter
        began with the August 2006 contract as the Benchmark Oil Futures Contract.
        The
        Benchmark Oil Futures Contract then became the September 2006 contract and
        the
        third quarter
        ended with the October 2006 contract as the Benchmark Oil Futures
        Contract.
 
 For
        the
        period from July 1, 2006 through September 30, 2006, the actual total return
        of
        USOF as measured by changes in its NAV was -18.28%. This is based on NAV of
        $69.82 on June 30 and an ending NAV as of September 30 of
        $57.06 (During this time period USOF made no distributions to its unit holders).
        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 third quarter with an estimated NAV of $56.54, for a total
        return
        over the relevant time period of -19%. The difference between the actual
        NAV
        total return of USOF of -18.2% and the expected total return based on the
        Benchmark Oil Futures Contracts of 19% was an error over the time period
        of
        +0.8%, which is to say that USOF’s actual total return exceeded the benchmark
        result by that percentage. Management believes that the majority 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 less any expenses. In addition, during the period 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.
  Of
        the
        various factors that could impact USOF’s ability to accurately track its
        benchmark, there are currently three factors that have during the latest
        period,
        or are most likely to impact in the future, these tracking results.
 
 The
        first
        major factor that could affect tracking results is if USOF buys or sells
        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, if such transactions
        did
        occur, 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 third quarter
        of
        2006, 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
        is not always possible for USOF to obtain the closing settlement price and
        there
        is no assurance that failure to obtain in the future will not adversely impact
        USOF’s attempt to track its benchmark over time.
 
 The
        second major factor that could affect tracking results is the interest that
        USOF earns on its cash and U.S. Treasury holdings. USOF is not required to
        distribute any portion of its income to its unit holders and did not make
        any
        distribution to unit holders in the third quarter of 2006. 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 investment
        advisory fee and its brokerage commissions, 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 third
        quarter of 2006, USOF earned on an annualized basis approximately 4.7% on
        its
        cash holdings. It also incurred cash expenses on an annualized basis of .5%
        for
        investment advisory fees and approximately 0.14% in brokerage commission
        costs
        related to the purchase and sale of futures contracts. During the latest
        period,
        the foregoing resulted in a net yield on an annualized basis of approximately
        4.1% 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
  14
 investment
        advisory 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
        under
        perform the daily returns of the Benchmark Oil Futures
        Contracts.
 
 The
        third
        major factor affecting tracking results is if USOF holds oil related investments
        in its portfolios, other than the current Benchmark Oil Futures Contract,
        that fail to closely track the Benchmark Oil  Futures Contract’s total
        return movements. In that case, the error in tracking the benchmark can 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 third quarter of 2006,
        since
        USOF did not hold any oil related investments other than the then current
        Benchmark Oil Futures Contract. However, there can be no assurance that in
        future quarters USOF will not make use of such non-benchmark oil related
        investments.
 
 *Crude
        oil market.* During
        the period from July 1, 2006 to September 30, 2006, 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 the possible negative impact of hurricanes in the
        U.S.
        Gulf Coast area and violence impacted production in Iraq and Nigeria. During
        the
        third quarter,
        the oil producing portions of the Gulf Coast was not subject to a repeat
        of
        2005’s disastrous storms. In addition, although the crude oil market’s concerns
        about geo-political issues regarding other key crude oil producing countries,
        such as Iran and Venezuela, remained, such concerns appear to have moderated
        at
        least in the short term. As a result of the foregoing, crude oil prices trended
        lower over the course of the third quarter of 2006 and showed periods of
        greater
        than usual volatility.
 
 The
        closing price on June 30, 2006 of the then near month WTI light, sweet crude
        oil
        futures contract traded on the New York Mercantile Exchange was $73.98. During
        the period from July 1, 2006 to September 30, 2006, the highest price of
        the
        USOF’s Benchmark Oil Future Contract was $78.71, which occurred in mid July
        of 2006, and the lowest price was $60.55, which was reached in late September
        2006. As of September 30, 2006, the closing price of the then near month
        WTI
        light, sweet crude oil futures contract traded on the New York Mercantile
        Exchange was $62.91.
 
 **Subsequent
        Events**
  On
        October 2, 2006,
        the
        commodity trading unit of USOF’s clearing futures commission merchant, ABN AMRO
        Incorporated, was acquired by UBS Securities LLC. As a result, USOF’s new
        futures commission merchant is now UBS Securities LLC.
  On
        October 18 ,
        2006,
        USOF's Registration Statement was declared effective by the U.S. Securities
        and Exchange Commission. A primary purpose of that filing was to register
        an additional 30,000,000 Units for sale. Several changes to the existing
        effective S-1 dated April 10 ,
        2006
        relating to language and procedures were also made in this filing. This included
        one change that was made in the redemption procedures. The cut-off on the
        third day
        following the placing of a redemption basket order (“T+3”), for delivery of the
        Units to USOF’s custodian bank was moved to 3:00 pm New York time from 11:00 am
        New York time.
  **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. While
        not
        currently applicable given the fact that during the time period covered by
        this
        report, USOF was not involved in this type of trading activity, the values
        used
        by USOF for its forward contracts are provided by its commodity broker who
        uses
        market prices when available, while over-the-counter contracts are valued
        based
        on the
  15
 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 meet, its
        liquidity needs in the normal course of business from the proceeds of the
        sale
        of its investments or from cash and/or short-term U.S. 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 on 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 allocated its nets assets to trading in
        oil
        interests. A portion of the NAV was held in cash that was used as margin
        for USOF's trading in oil interests. Cash or U.S. Treasuries as a percentage
        of
        the total net assets will 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.
 
 USOF's
        investment in oil interests will 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 or
        liquidated unless the traders are willing to effect trades at or within the
        limit. Such market conditions could prevent USOF from promptly liquidating
        its
        positions in Oil Futures Contracts. Through April 10, 2006, all of USOF's
        and the General Partner's expenses were funded by their affiliates. Since
        April
        10, 2006, these expenses have been borne by USOF and the General Partner
        except
        that their affiliate provided the funds for USOF's payment of a portion of
        the
        fees due to the SEC and the NASD in connection with USOF's registration of
        additional units during October. Neither USOF nor the General Partner has
        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 such affiliates were to discontinue the payment of
        these
        expenses and 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, will involve
        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 should
        only
        be 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 will be limited to the gross face amount
        of
        the contacts 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 will depend 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 had 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.
 
 16
 **Credit
        Risk**
 
 When
        USOF
        enters into Oil Futures Contracts and Other Oil Interests, it will be 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 New York Mercantile
        Exchange 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 financial backers will satisfy
        their obligations to USOF. The General Partner will attempt to manage the
        credit
        risk of USOF by following various trading limitations and policies. In
        particular, USOF intends to post margin and/or hold liquid assets that will
        be
        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 will implement procedures that will include, but will not be 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, formerly ABN AMRO Incorporated,
        USOF's commodity broker (the "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, will be required by the U.S. Commodities 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.
        These commodity brokers are 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 Contracts
        trading.
 
 **Off
        Balance Sheet Financing**
 
 As
        of
        September 30 , 2006,
        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 that 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.
 
 **Redemption
        Basket Obligation**
 
 Other
        than the liquidity necessary to meet its investment objective and pay its
        contractual obligations described below, USOF will require liquidity to redeem
        Redemption Baskets. USOF intends to satisfy this obligation through the sale
        of
        its U.S. Treasuries or cash in an amount proportionate to the number of Units
        being redeemed, as described above under "Determination of Redemption
        Distribution.''
  **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 .50% for an NAV of $1 billion or
        less,
        and thereafter .20% of the NAV above $1 billion. The General Partner or its
        affiliate has 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 with the U.S. Securities and Exchange Commission (“SEC”) and the
        American Stock Exchange, respectively. The General Partner has agreed to
        pay 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 USOF's preparation of its financial
        statements and its SEC and CFTC reports. The General Partner will also pay
        the
        fees of USOF's accountants and a separate firm for providing tax-related
        services, as well as those of its marketing agent, ALPS Distributors, Inc.
        The
        General Partner is also in the process of negotiating a licensing agreement
        with
        the
  17
 New
        York
        Mercantile Exchange under which certain licensing fees will be paid to the
        exchange by USOF.
 
 In
        addition to the General Partner's management fee, USOF pays its brokerage
        fees,
        over-the-counter dealer spreads, fees to the Broker, and extraordinary expenses.
        The latter are expenses not in the ordinary course of its business, including
        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 the Broker are on a contract-by-contract, or round turn, basis.
 
 The
        parties cannot anticipate the amount of payments that will be required under
        these arrangements for future periods, as USOF's net asset values 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
        with an option to renew, or, in some cases, are in effect for the duration
        of
        USOF's existence. The parties may terminate these agreements earlier for
        certain
        reasons listed in the agreements.
 
 **Item 3.**
              **Quantitative
                  and Qualitative Disclosures About Market
                  Risk**
 
 None.
 
 **Item 4.**
              **Controls
                  and Procedures**
 
 The
        duly
        authorized officers of Victoria Bay Asset Management, LLC, USOF’s General
        Partner, who perform functions equivalent to those a principal executive
        officer
        and principal financial officer of USOF would perform if the 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.
 
 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.
 
 **Part
        II - Other Information**
 
 **Item 1.**
              **Legal
                  Proceedings**
 
 None.
 
 **Item 1A.**
              **Risk
                  Factors**
 
 There
        has
        been not a material change from the risk factors previously disclosed in
        the
        registrant’s Form S-1, effective October 18, 2006.
 
 **Item 2.**
              **Unregistered
                  Sales of Equity Securities and Use of
                  Proceeds**
 
 None.
 
 **Item 3.**
              **Defaults
                  Upon Senior Securities**
 
 None.
 
 **Item 4.**
              **Submission
                  of Matters to a Vote of Security
                  Holders**
 
 None.
  18
 
 **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 unit holders, which includes
        a
        statement of income (loss) and a statement of changes in net asset value.
        The
        account statement is filed with the U.S. Securities and Exchange Commission
        on
        Form 8-K - Current Report Pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934, and posted each month on USOF’s website at www.usoilfund.com .
 
 **Item 6.**
              **Exhibits**
  Exhibits
 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.
  **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: November
                  10, 2006By:
                  /s/ Howard
                  Mah**Howard
                  Mah****Chief
                  Financial Officer**DateDate:
                  November 10, 2006
 
 19