UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q/A


(Amendment No. 1)





x
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2010.


OR


 ̈
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: 001-32834





United States Oil Fund, LP


(Exact name of registrant as specified in its charter)





Delaware

20-2830691(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)





1320 Harbor Bay Parkway, Suite 145


Alameda, California 94502


(Address of principal executive offices) (Zip code)





(510) 522-9600


(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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).




x Yes     ̈ No





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.





Large accelerated filer   x

Accelerated filer    ̈Non-accelerated filer   ̈

Smaller reporting company  ̈(Do not check if a smaller reporting company)





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).





 ̈ Yes

x No





Explanatory Note





The United States Oil Fund, LP (“USOF”) is filing this Amendment No. 1 to its quarterly report on Form 10-Q (the “Form 10-Q/A”) for the quarter ended June 30, 2010 that was filed with the U.S. Securities and Exchange Commission on August 9, 2010 (the “Form 10-Q”) in order to amend and restate Part II of the Form 10-Q.  Due to an administrative error, the disclosure required by Part II, Item 1 of the Form 10-Q was unintentionally omitted from the Form 10-Q and the disclosure required by Part II, Item 1A of the Form 10-Q was unintentionally included in Part II, Item 1 of the Form 10-Q.





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































Part II.                      OTHER INFORMATION





Item 1.  Legal Proceedings.





There have been no material changes to the disclosure found under this section in USOF’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed on March 1, 2010.





Item 1A.  Risk Factors.





There has not been a material change from the risk factors previously disclosed in USOF’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed on March 1, 2010, except for the update to the risk factor set forth below to reflect the passage of The Dodd-Frank Wall Street Reform and Consumer Protection Act.





Regulation of the commodity interests and energy markets is extensive and constantly changing; future regulatory developments are impossible to predict but may significantly and adversely affect USOF.





The futures markets are subject to comprehensive statutes, regulations, and margin requirements. In addition, the CFTC and the exchanges are authorized to take extraordinary actions in the event of a market emergency, including, for example, the retroactive implementation of speculative position limits or higher margin requirements, the establishment of daily price limits and the suspension of trading.





The regulation of commodity interest transactions in the United States is a rapidly changing area of law and is subject to ongoing modification by governmental and judicial action. Considerable regulatory attention has been focused on non-traditional investment pools which are publicly distributed in the United States. There is a possibility of future regulatory changes altering, perhaps to a material extent, the nature of an investment in USOF or the ability of USOF to continue to implement its investment strategy. In addition, various national governments have expressed concern regarding the disruptive effects of speculative trading in the energy markets and the need to regulate the derivatives markets in general. The effect of any future regulatory change on USOF is impossible to predict, but could be substantial and adverse.





In the wake of the economic crisis of 2008 and 2009, the Administration, federal regulators and Congress are revisiting the regulation of the financial sector, including securities and commodities markets. These efforts are likely to result in significant changes in the regulation of these markets.





On July 21, 2010, a broad financial regulatory reform bill, “The Dodd-Frank Wall Street Reform and Consumer Protection Act,” was signed into law that includes provisions altering the regulation of commodity interests. Provisions in the new law include the requirement that position limits on energy-based commodity futures contracts be established; new registration, recordkeeping, capital and margin requirements for “swap dealers” and “major swap participants” as determined by the new law and applicable regulations; and the forced use of clearinghouse mechanisms for most over-the-counter transactions. Additionally, the new law requires the aggregation, for purposes of position limits, of all positions in energy futures held by a single entity and its affiliates, whether such positions exist on U.S. futures exchanges, non-U.S. futures exchanges, or in over-the-counter contracts. The CFTC, along with the SEC and other federal regulators, has been tasked with developing the rules and regulations enacting the provisions noted above. The new law and the rules to be promulgated may negatively impact USOF’s ability to meet its investment objective either through limits or requirements imposed on it or upon its counterparties. In particular, new position limits imposed on USOF or its counterparties may impact USOF’s ability to invest in a manner that most efficiently meets its investment objective, and new requirements, including capital and mandatory clearing, may increase the cost of USOF’s investments and doing business, which could adversely affect USOF’s investors.





Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.





Not applicable.





Item 3.  Defaults Upon Senior Securities.





Not applicable.





Item 4.Reserved.





Item 5.  Other Information.





Monthly Account Statements





Pursuant to the requirement under Rule 4.22 under the Commodity 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 furnished to 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 as part of this quarterly report on Form 10-Q/A (according to the number assigned to them in Item 601 of Regulation S-K):





Exhibit


Number            Description of Document


10.9**
Form of United States Commodity Funds LLC Director Deferred Compensation Agreement.


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.


101.INS***      XBRL Instance Document


101.SCH***    XBRL Taxonomy Extension Schema


101.CAL***    XBRL Taxonomy Extension Calculation Linkbase


101.DEF***     XBRL Taxonomy Extension Definition Linkbase


101.LAB***    XBRL Taxonomy Extension Label Linkbase


101.PRE***     XBRL Taxonomy Extension Presentation Linkbase





*   Filed herewith.


** Incorporated by reference to Exhibit 99.1 to Registrant’s Current Report on Form 8-K, filed on April 1, 2010.


*** These exhibits were previously furnished with the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, filed on August 9, 2010.











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:  United States Commodity Funds LLC, its general partner








By: /s/ Nicholas D. Gerber


Nicholas D. Gerber


President and Chief Executive Officer


(Principal executive officer)





Date:  August 26, 2010








By: /s/Howard Mah


Howard Mah


Chief Financial Officer


(Principal financial and accounting officer)





Date:  August 26, 2010