**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 March 31, 2006.**




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




Commission
      file number: 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 an accelerated filer (as defined in
      Rule
      12b-2 of the Exchange Act).




 ̈ Yes x No




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




 ̈ Yes x No




**Part
      I - Financial Information**




**Item 1.**
            **Financial
                Statements**





**United
      States Oil Fund, LP**





**Statement
      of Financial Condition**


**March
      31, 2006**





**Assets**


Cash
      ...................................................... $1,000


----------------------------------------------------------------


**Partnership
      Capital**


Limited
      partner ....................................... $980


General
      partner ........................................ 20


Total
      partnership capital $1,000








See
      notes
      to statement of financial condition











**UNITED
      STATES OIL FUND, LP**





Notes
      to
      Statement of Financial Condition


March
      31,
      2006





**Note
      A - Organization**





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
      will issue 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,
      national 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 General Partner is a member of the National Futures
      Association and is a commodity pool operator effective December 1, 2005. The
      Fund intends to have a fiscal year ending on December 31.





The
      Fund
      will issue 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 will be
      based upon the net asset value of a Fund Unit. In addition, authorized
      purchasers will pay the Fund a $1,000 fee for the creation of each Creation
      Basket. The initial offering price of the initial creation basket will be 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 will not be made at the net asset value of the
      Fund but rather at market prices quoted on the stock exchange.





At
      March
      31, 2006 the Fund has not generated any revenues and as explained in Note C,
      has
      been dependent upon the contributions from the General Partner and an affiliate
      of the Fund. Once the Fund commences operations, the management of the Fund
      expects to generate sufficient revenue to meet its operational
      expenses.





There
      can
      be no assurance that additional funds will be available to the Fund, or
      available on terms acceptable to the Fund.





**Note
      B - Summary of Significant Accounting Policies**





**(1)
      Securities Valuation:**





Securities
      listed on a national securities exchange are valued at their last reported
      sales
      price on the final day of trading as of the date of the statement of financial
      condition. Any other securities not traded as described above are valued at
      their fair value as determined in good faith by the Board of Directors of the
      General Partner. The resulting unrealized gains and losses will be included
      in
      the statement of operations.





**(2)
      Securities transactions and investment income:**





Securities
      transactions are recorded on a trade date basis. Realized gains and losses
      on
      sales of securities are determined using the first-in, first-out method and
      will
      be included in the statement of operations.





**(3)
      Futures contracts:**





During
      the period in which the futures contract is open, changes in the contract value
      are recorded as an unrealized gain or loss by marking the contract to market
      to
      reflect the value of the contract at the end of trading on the reporting date.
      Futures contracts are valued at the settlement price established by the board
      of
      trade or exchange on which they are traded. The resulting unrealized gains
      or
      losses will be included in the statement of financial condition and the
      statement of operations. Realized gains and losses will be included in the
      statement of operations.





**(4)
      Options:**





Premiums
      paid for options contracts purchased are included in the statement of financial
      condition. Option contracts are valued at their last reported sales price on
      the
      final day of trading as of the date of the statement of financial condition.
      If
      the sales price is outside the range of the bid/ask price, the average of the
      bid/ask price is used. If no sale is reported then the average of the bid/ask
      price is used. When option contracts expire or are closed, realized gains or
      losses are recognized without regard to any unrealized gains or losses on the
      underlying securities.





**(5)
      Swaps:**





The
      Fund
      may enter into swap agreements. The swaps are marked-to-market on a daily basis.
      The Fund recognizes in the statement of financial condition the swap agreements
      at fair value and changes in fair values are reflected as gain or loss in the
      statement of operations. When a contract is closed, the Fund records in the
      statement of operations a realized gain or loss equal to the cash
      exchanged.





**(6)
      Forward contracts:**





The
      Fund
      may enter into forward contracts. Forward transactions are contracts or
      agreements for delayed delivery of specific currencies or commodities in which
      the seller agrees to make delivery at a specified future date of specified
      currencies or commodities. Risks associated with forward contracts include
      the
      inability of counterparties to meet the terms of their contracts and movements
      in fair values. Gains and losses on forward transactions are recorded based
      on
      changes in fair values and are included with net gain (loss) in the statement
      of
      operations.





**(7)
      Use of estimates:**





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires 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. Actual results could differ from those
      estimates.





**Note
      C - Offering and Organization Costs**





Costs
      incurred in connection with organizing the Fund and the initial offering costs
      of the Units will be borne by the General Partner, and are not subject to
      reimbursement by the Fund. Such costs incurred through March 31, 2006 by an
      affiliate of the General Partner amounted to approximately $1,569,850 and are
      not reflected in the accompanying statement of financial condition.





**Note
      D - Management Fee**





Under
      the
      Limited Partnership Agreement, the General Partner is responsible for investing
      and reinvesting the assets of the Fund in accordance with the objectives and
      policies of the Fund. In addition, the General Partner will arrange for one
      of
      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 based on average daily
      net assets and paid monthly of .50% per annum on average net assets of
      $1,000,000,000 or less and .20% 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.





**Note
      E - Income Taxes**





The
      Fund
      is not taxed on its income. Instead the individual investors’ respective shares
      of the Fund’s taxable income are reported on the individual investors’ income
      tax returns.





**Note
      F - 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.





**Note
      G - Partnership Capital**





On
      June
      23, 2005, the General Partner made a $20 capital contribution to the Fund.
      Additionally, Wainwright Holdings, Inc. (“Wainwright”), contributed $980 to the
      Fund for its limited partnership interest. The General Partner is 100% owned
      by
      Wainwright, which is controlled by the President of the General
      Partner.





**Note
      H - Allocation of Partnership Income and Losses**





Profit
      or
      loss shall be allocated among the partners in proportion to the number of Units
      each partner holds as of the close of business on the last business day of
      the
      period. The General Partner may revise, alter or otherwise modify this method
      of
      allocation as described in the Limited Partnership Agreement.





**Note
      I - Calculation of Net Asset Value**





The
      Fund
      will calculate 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 will use the
      New
      York Mercantile Exchange closing price for contracts held on the New York
      Mercantile Exchange, and will calculate the value of all other Fund investments
      as of the close of the New York Stock Exchange.





WO
          500465.2


**Note
      J - Commitments and Contingencies**





The
      Fund
      is party to a marketing agent agreement dated March 13, 2006 with ALPS
      Distributors Inc., a Colorado corporation (“ALPS”), whereby ALPS will provide
      certain marketing services for the Fund as outlined in the agreement. The fees
      of the marketing agent will be borne by the General Partner, and are as follows:
      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 will be billed back to the General Partner: 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., a New York limited partnership (“Brown Brothers”), whereby
      Brown Brothers will hold investments on behalf of the Fund. The General Partner
      of the Fund will pay 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 will act as the administrative agent, transfer agent
      and
      registrar for the Fund. The General Partner will pay the fees of Brown Brothers
      for its services under these agreements and such fees will be determined by
      the
      parties from time to time. Currently, the General Partner will pay Brown
      Brothers for its services in the foregoing capacity a minimum amount of $300,000
      annually and, once the Fund’s 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 in either case transaction charges
      of
      $7.00 to $15.00 per transaction.





The
      Fund
      will invest primarily in oil futures contracts, and particularly in oil futures
      contracts traded on the New York Mercantile Exchange (the “Exchange”).
      Representatives of the Exchange have at various times asserted varying claims
      regarding the Fund’s operations and the Exchange’s service marks and settlement
      prices of oil futures contracts traded on the Exchange.





The
      Exchange initially claimed that the Fund’s use of the Exchange’s service marks
      would cause confusion as to the Fund’s source, origin, sponsorship or approval,
      and constitutes infringement of the Exchange’s trademark rights and unfair
      competition and dilution of the Exchange’s marks. In response to these claims,
      the General Partner changed the Fund’s name. In addition, 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
      General Partner has also engaged in discussions with the Exchange regarding
      a
      possible license agreement. In this regard, the Fund received a letter from
      the
      Exchange dated March 29, 2006 (the “March 29 th Letter”). The March 29 th Letter
      was a response to the Fund’s request for additional information in connection
      with the negotiation of the possible license agreement. In the March
      29 th Letter,
      the Exchange stated that it would cause the cessation of any market data
      vendor’s provision of Exchange settlement prices to the Fund and/or take other
      action to prevent the Fund from using any Exchange settlement prices unless
      the
      Fund enters into a license agreement with the Exchange, or has indicated in
      writing that it will cease from using any Exchange settlement prices. The Fund
      is in the process of finalizing a licensing agreement with the
      Exchange.





Separately,
      Goldman, Sachs & Co. (“Goldman Sachs”) sent the Fund a letter 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 currently is reviewing the Goldman Sachs published
      patent applications, and is 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.




















**Item 2.**
            **Management’s
                Discussion and Analysis of Financial Condition and Results of Operations**




This
      information should be read in conjunction with the financial statements and
      notes to the financial statements included in this Form 10-Q. The discussion
      and
      analysis that follows may contain statements that relate to future performance
      or future events. In some cases, such forward-looking statements can be
      identified by terminology such as “anticipate,” “may,” “should,” “expect,”
“plan,” “believe,” “estimate,” “predict,” “potential” or similar terminology.
      Neither the United States Oil Fund, LP, nor any other person assumes
      responsibility for the accuracy or completeness of forward-looking statements.
      Neither the United States Oil Fund, LP nor its general partner is under a duty
      to update any of the forward-looking statements to conform such statements
      to
      actual results or to a change in expectations or predictions.





**Introduction**





United
      States Oil Fund, LP, a Delaware limited partnership (“USOF”), is a commodity
      pool that issues units that may be purchased and sold on the American Stock
      Exchange. USOF changed its name from New York Oil ETF, LP to United States
      Oil Fund, LP on September 30, 2005. The investment objective of USOF is for
      changes in the units’ net asset value (“NAV”) to reflect changes 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 will
      closely track the changes in the price of a specified oil futures contract
      (“Benchmark Oil Futures Contract”). 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
      invests 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 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 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.





WO
          500465.2


**Management’s
      Discussion of Results of Operation and the Crude Oil
      Market**





*Results
      of operations.*  During
      the time period of December 31, 2005 through March 31, 2006, USOF had not yet
      commenced investment activities nor issued units. No Oil Futures Contracts
      or
      other Oil Interests were purchased or owned by USOF during this reporting
      period. There were no receipts or disbursements of cash from USOF during this
      reporting period. USOF did not receive any revenue, capital gains (losses),
      or
      incur any expenses during this time period.





Expenses
      incurred during the first quarter of 2006 in connection with organizing USOF
      and
      the initial offering costs of the units will be borne by the General Partner,
      and are not subject to reimbursement by USOF.





*Crude
      oil market.* During
      the first quarter of 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 increases remained muted since the
      lingering effects of Hurricane Katrina continued to impact U.S. production
      and
      violence impacted production in Iraq and Nigeria. In addition, geo-political
      concerns regarding other key crude oil producing countries, such as Iran and
      Venezuela, added to supply concerns. As a result, crude oil prices trended
      higher over the course of the first quarter of 2006 and showed periods of
      greater than usual volatility.





The
      closing price on December 31, 2005 of the then near month light, sweet crude
      oil
      futures contract traded on the New York Mercantile Exchange was $61.04. During
      the first quarter of 2006, the highest price of the near month crude oil future
      was [$70.00], which occurred in late February. As of March 31, 2006, the closing
      price of the then near month light, sweet crude oil futures contract traded
      on
      the New York Mercantile Exchange was $62.70.





**Subsequent
      Event**





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 West Texas
      Intermediate light, sweet crude oil. The total market value of the crude oil
      futures contracts purchased 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.





As
      of May
      18, 2006, USOF had 3,500,000 outstanding units. At that time, USOF owned 3,316
      light, sweet crude oil futures contracts, which had a market value as of the
      close of trading that day of $232,584,240. USOF maintained cash deposits at
      USOF’s custodian bank and margin with USOF’s futures commission merchant in an
      aggregate amount of $232,796,908.





**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 will make in preparing
      USOF's financial statements and related disclosures once USOF commences trading
      operations 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 trading activities,
      the values used by USOF for its forward contracts will be provided by its
      commodity broker who uses market prices when available, while over-the-counter
      contracts will be valued 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 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
      will
      generate cash primarily from (i) the sale of Creation Baskets and (ii) interest
      earned on cash and its investments in Treasuries. As of March 31, 2006, USOF
      had
      not begun trading activities. USOF anticipates that all of its net assets will
      be allocated to trading in oil interests. A significant portion of the NAV
      will
      be held in Treasuries and cash that could or will be used as margin for USOF's
      trading in oil interests. The percentage that Treasuries will bear to 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 will be held in USOF's Oil
      Futures Contracts and Other Oil Interests trading account. Interest earned
      on
      USOF's interest bearing-funds will be 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. To date, all of USOF's and the General
      Partner's expenses have been funded 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 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.





**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. ABN Amro, 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, 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 **[May
      31],** 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 transfer
      of its Treasuries or cash in an amount of proportionate to the number of units
      being redeemed, as described above under "Determination of Redemption
      Distribution.''





**Contractual
      Obligations**





USOF's
      primary contractual obligations will be with the General Partner. In return
      for
      its services, the General Partner will be 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, Wainwright Holdings, Inc., 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 New York Mercantile
      Exchange under which certain licensing fees will be paid to the exchange by
      the
      General Partner.





In
      addition to the General Partner's management fee, USOF pays its brokerage fees,
      over-the-counter dealer spreads, fees to ABN Amro, 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 ABN Amro 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. Either party 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 the USOF’s internal control over financial reporting that
      occurred during the 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 April 10, 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.




**Item 5.**
            **Other
                Information**




**Election
      of Chief Financial Officer**





Effective
      May xx, 2006, Howard Mah has been appointed Chief Financial Officer (CFO) of
      the
      General Partner of the United States Oil Fund, LP.





**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 net asset value. The
      account statement is posted on USOF’s website at www.usoilfund.com and is
      generally available on the (10th) business day following month-end.




WO
          500465.2





**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.




2




**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**
              **(Principal
                executive officer)**Date:
                May xx, 2006By:
                /s/ Howard Mah**Howard
                Mah****Chief
                Financial Officer**
              **(Principal
                financial officer)**Date:
                May xx, 2006