**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, 2007.**
  ** ̈**
              **Transition
                  report pursuant to Section 13 or 15(d) of the Securities Exchange Act
                  of 1934 for the transition period from********to********.**
  Commission
        file number: 001-32824
  **United
        States Oil Fund, LP**
 **(Exact
        name of registrant as specified in its charter)**
  **Delaware**
              
              **20-2830691****(State
                  or other jurisdiction of**
                **incorporation
                  or organization)**
              
              **(I.R.S.
                  Employer**
                **Identification
                  No.)**
  **1320
        Harbor Bay Parkway, Suite 145**
 **Alameda,
        California 94502**
 **(Address
        of principal executive offices)**
  **(510)
        522-3336**
 **(Registrant’s
        telephone number, including area code)**
  **N/A**
 **(Former
        name, former address and former fiscal year, if changed since last report)**
  Indicate
        by check mark whether the registrant (1) has filed all reports required to
        be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
        during the preceding 12 months (or for such shorter period that the registrant
        was required to file such reports), and (2) has been subject to such filing
        requirements for the past 90 days.
  x Yes  ̈ No
   Indicate
        by check mark whether the registrant is a large accelerated filer, an
        accelerated filer, or a non-accelerated filer. See definition of “accelerated
        filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
        one.)
  Large
        accelerated filer  ̈ Accelerated
        filer    ̈ Non-accelerated
        filer x
  Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act.):
   ̈ Yes x No





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







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




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




1




***United
                      States Oil Fund, LP******Statements
                      of Financial Condition******March
                      31, 2007 (Unaudited) and December 31, 2006*****March
                      31, 2007**
                  
                  **December
                      31, 2006****Assets**Cash
                      and cash equivalents
                  
                  $
                  829,357,802
                  
                  $
                  712,883,812Equity
                      in UBS Securities LLC trading accounts:Cash
                  
                  
                  112,254,100
                  
                  
                  87,123,636Unrealized
                      gain (loss) on open commodity futures contracts
                  
                  
                  61,523,560
                  
                  
                  (34,383,000
                  )Receivable
                      for units sold
                  
                  
                  36,771,071
                  
                  
                  36,080,896Interest
                      receivable
                  
                  
                  3,177,995
                  
                  
                  2,626,230Other
                      assets
                  
                  
                  314,874
                  
                  
                  17,000*Total
                      assets*
                  
                  $
                  1,043,399,402
                  
                  $
                  804,348,574**Liabilities
                      and Partners' Capital**General
                      Partner management fees (Note 3)
                  
                  $
                  347,472
                  
                  $
                  332,736Payable
                      for units redeemed
                  
                  
                  57,304,324
                  
                  
                  -Commissions
                      payable
                  
                  
                  52,236
                  
                  
                  44,386Other
                      liabilities
                  
                  
                  132,122
                  
                  
                  22,198*Total
                      liabilities*
                  
                  
                  57,836,154
                  
                  
                  399,320**Commitments
                      and Contingencies**(Notes 3,
                      4 and 5)**Partners'
                      Capital**General
                      Partner
                  
                  
                  -
                  
                  
                  -Limited
                      Partners
                  
                  
                  985,563,248
                  
                  
                  803,949,254*Total
                      Partners' Capital*
                  
                  
                  985,563,248
                  
                  
                  803,949,254*Total
                      liabilities and partners' capital*
                  
                  $
                  1,043,399,402
                  
                  $
                  804,348,574Limited
                      Partners' units outstanding
                  
                  
                  18,400,000
                  
                  
                  15,500,000Net
                      asset value per unit
                  
                  $
                  53.56
                  
                  $
                  51.87Market
                      value per unit
                  
                  $
                  53.35
                  
                  $
                  51.60*See
                      accompanying notes to financial statements.*
 2
 ***United
                            States Oil Fund, LP******Schedule
                            of Investments (Unaudited)******March 31,
                            2007*****Open
                            Futures Contracts****Gain
                            on Open****Number
                            of**
                        
                        **Commodity**
                        
                        **%
                            of Partners'****Contracts**
                        
                        **Contracts**
                        
                        **Capital****United
                            States Contracts**Crude
                            Oil Futures contracts, expires May 2007
                        
                        
                        14,961
                        
                        $
                        61,523,560
                        
                        
                        6.24
  **Cash
                            Equivalents****Cost**
                        
                        **Market
                            Value****United
                            States - Money Market Funds**AIM
                            STIT- Liquid Assets Portfolio
                        
                        $
                        204,127,050
                        
                        $
                        204,127,050
                        
                        
                        20.71AIM
                            STIT- STIC Prime Portfolio
                        
                        
                        204,013,530
                        
                        
                        204,013,530
                        
                        
                        20.70Goldman
                            Sachs Financial Square Funds - Prime Obligations Fund
                        
                        
                        224,279,519
                        
                        
                        224,279,519
                        
                        
                        22.76$
                        632,420,099
                        
                        
                        632,420,099
                        
                        
                        64.17
  **Cash**
                        
                        
                        196,937,703
                        
                        
                        19.98**Total
                          cash and cash
                          equivalents**
                        
                        
                        829,357,802
                        
                        
                        84.15**Cash
                            on deposit with broker**
                        
                        
                        112,254,100
                        
                        
                        11.39**Liabilities,
                            less receivables and other assets**
                        
                        
                        (17,572,214
                        )
                        
                        (1.78
                        )**Total
                            Partners' Capital**
                        
                        $
                        985,563,248
                        
                        
                        100.00*See
                            accompanying notes to financial statements.*
 3
 ***United
                              States Oil Fund, LP******Statements
                              of Operations (Unaudited)******For
                              the three months ended March 31, 2007 and March 31,
                              2006*****Three
                              months ended****March
                              31, 2007**
                          
                          **March
                              31, 2006****Income**Gains
                              (losses) on trading of commodity futures contracts:Realized
                              losses on closed positions
                          
                          $
                          (11,189,500
                          )
                          $
                          -Change
                              in unrealized gains on open positions
                          
                          
                          95,906,560
                          
                          
                          -Interest
                              income
                          
                          
                          11,928,573
                          
                          
                          -Other
                              income
                          
                          
                          79,000
                          
                          
                          -*Total
                              income*
                          
                          
                          96,724,633
                          
                          
                          -**Expenses**General
                              Partner management fees (Note 3)
                          
                          
                          1,144,115
                          
                          
                          -Brokerage
                              commissions
                          
                          
                          420,212
                          
                          
                          -Other
                              expenses
                          
                          
                          196,215
                          
                          
                          -*Total
                              expenses*
                          
                          
                          1,760,542
                          
                          
                          -**Net
                              income**
                          
                          $
                          94,964,091
                          
                          $
                          -**Net
                              income per limited partnership unit**
                          
                          $
                          1.69
                          
                          $
                          -**Net
                              income per weighted average limited partnership
                              unit**
                          
                          $
                          4.71
                          
                          $
                          -**Weighted
                              average limited partnership units outstanding**
                          
                          
                          20,164,045
                          
                          
                          -*See
                              accompanying notes to financial statements.*
  4
 ***United
                          States Oil Fund, LP******Statement
                          of Changes in Partners' Capital (Unaudited)******For
                          the three months ended March 31, 2007*****General
                          Partner**
                      
                      **Limited
                          Partners**
                      
                      **Total****Balances,
                          at December 31, 2006**
                      
                      $
                      -
                      
                      $
                      803,949,254
                      
                      $
                      803,949,254Addition
                          of 25,300,000 partnership units
                      
                      
                      -
                      
                      
                      1,193,135,260
                      
                      
                      1,193,135,260Redemption
                          of 22,400,000 partnership units
                      
                      
                      -
                      
                      
                      (1,106,485,357
                      )
                      
                      (1,106,485,357
                      )Net
                          income
                      
                      
                      -
                      
                      
                      94,964,091
                      
                      
                      94,964,091**Balances,
                          at March 31, 2007**
                      
                      $
                      -
                      
                      $
                      985,563,248
                      
                      $
                      985,563,248**Net
                          Asset Value Per Unit**At April 10, 2006 (commencement of operations)
                      
                      $
                      67.39At
                          December 31, 2006
                      
                      $
                      51.87At
                          March 31, 2007
                      
                      $
                      53.56*See
                          accompanying notes to financial statements.*
  5
  ***United
                            States Oil Fund, LP******Statements
                            of Cash Flows (Unaudited)******For
                              the three months ended March 31, 2007 and March 31,
                              2006*****Three
                            months ended****March
                            31, 2007**
                        
                        **March
                            31, 2006****Cash
                            Flows from Operating Activities:**Net
                            income
                        
                        $
                        94,964,091
                        
                        $
                        -Adjustments
                            to reconcile net income to net cash used in operating
                            activities:Increase
                            in commodity futures trading account - cash
                        
                        
                        (25,130,464
                        )
                        
                        -Unrealized
                            gain on futures contracts
                        
                        
                        (95,906,560
                        )
                        
                        -Increase
                            in interest receivable and other assets
                        
                        
                        (849,639
                        )
                        
                        -Increase
                            in management fees payable
                        
                        
                        14,736
                        
                        
                        -Increase
                            in commissions payable
                        
                        
                        7,850
                        
                        
                        -Increase
                            in other liabilities
                        
                        
                        109,924
                        
                        
                        -*Net
                            cash used in operating activities*
                        
                        
                        (26,790,062
                        )
                        
                        -**Cash
                            Flows from Financing Activities:**Subscription
                            of partnership units
                        
                        
                        1,192,445,085
                        
                        
                        -Redemption
                            of partnership units
                        
                        
                        (1,049,181,033
                        )
                        
                        -*Net
                            cash provided by financing activities*
                        
                        
                        143,264,052
                        
                        
                        -**Net
                            Increase in Cash and Cash Equivalents**
                        
                        
                        116,473,990
                        
                        
                        -**Cash
                            and Cash Equivalents**,
                            beginning of period
                        
                        
                        712,883,812
                        
                        
                        1,000**Cash
                            and Cash Equivalents**,
                            end of period
                        
                        $
                        829,357,802
                        
                        $
                        1,000*See
                            accompanying notes to financial statements.*
 6
 **United
            States Oil Fund, LP**
 **Notes
          to Financial Statements**
 **March
          31, 2007 (Unaudited)**
  **NOTE
            1 - ORGANIZATION AND BUSINESS**
 
 The
            United States Oil Fund, LP (the “Fund” or "USOF") is organized as a limited
            partnership under the laws of the state of Delaware. The Fund is a commodity
            pool that issues units that may be purchased and sold on the American
            Stock
            Exchange (the "AMEX"). The Fund will continue in perpetuity, unless terminated
            sooner upon the occurrence of one or more events as described in its
            Third
            Amended and Restated Limited Partnership Agreement (the “Limited Partnership
            Agreement”). The investment objective of the Fund is for the changes in
            percentage terms of its net asset value to reflect the changes in percentage
            terms of the price of West Texas Intermediate ("WTI") light, sweet crude
            oil,
            less the Fund’s expenses. The Fund will accomplish its objectives through
            investments in futures contracts for WTI light, sweet crude oil, other
            types of
            crude oil, heating oil, gasoline, natural gas and other petroleum-based
            fuels
            that are traded on the New York Mercantile Exchange (the "NYMEX"), ICE
            Futures and other U.S. and foreign exchanges (“Oil Futures Contracts”) and
            other oil interests such as cash-settled options on Oil Futures Contracts,
            forward contracts for oil, and over-the-counter transactions that are
            based on
            the price of oil. As of March 31, 2007, USOF held 14,661 Oil Futures
            Contracts
            traded on the NYMEX and 300 Oil Futures Contracts traded on the ICE
            Futures.
  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 . The
            General Partner is a member of the National Futures Association (“NFA”) and
            became a commodity pool operator effective December 1, 2005. The
            Fund
            has a fiscal year ending on December 31. Victoria Bay Asset
            Management, LLC is also the general partner of United States Natural
            Gas Fund,
            LP ("USNG") which listed its Units on the AMEX under the ticker symbol
            "UNG" on
            April 18, 2007.
  The
              accompanying unaudited financial statements have been prepared in accordance
              with Rule 10-01 of Regulation S-X promulgated by the U.S. Securities
              and
              Exchange Commission (the "SEC") and therefore, do not include all
              information and footnote disclosure required under accounting principles
              generally accepted in the United States of America.  The financial
              information included herein is unaudited, however, such information
              reflects all
              adjustments which are, in the opinion of management, necessary for
              the fair
              presentation of the financial statements for the interim
              period.
  The
            Fund
            issues limited partnership interests (“Units”) to authorized purchasers by
            offering creation baskets consisting of 100,000 Units (“Creation Baskets”)
            through a marketing agent. The purchase price for a Creation Basket is
            based
            upon the net asset value of a Fund Unit. In addition, authorized purchasers
            pay
            the Fund a $1,000 fee for the creation of each Creation Basket.
  In
            April
            2006, the Fund initially registered 17,000,000 Units on Form S-1 with
            the SEC. On
            April
            10, 2006, the Fund listed its Units on the AMEX under the ticker symbol
“USO”.
            On that day, the Fund established its initial net asset value by setting
            the
            price at $67.39 per Unit and issued 200,000 Units in exchange for $13,478,000.
            The initial offering price of the initial Creation Basket was based on
            the
            closing price of the near month Oil Futures Contracts as traded and reported
            on
            the NYMEX on the last business day prior to the effective date of the
            Fund's
            initial registration statement filed on Form S-1. Units can also 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. To date the Fund has registered
            a total of
            97,000,000 Units. The Fund also commenced investment operations on April
            10,
            2006 by purchasing Oil Futures Contracts traded on the NYMEX based on WTI
            light, sweet crude oil.
  **NOTE
            2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
 
 **Revenue
            Recognition**
 
 Commodity
            futures contracts, forward contracts, physical commodities, and related
            options
            are recorded on the trade date. All such transactions are recorded on
            the
            identified cost basis and marked to market daily. Unrealized gains or
            losses on
            open contracts are reflected in the statement of financial condition
            and the
            difference between original contract amount and 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 denominated in U.S. dollars
            on deposit at the Broker at the 90-day Treasury bill rate less fifty basis
            points.
 
 **Brokerage
            Commissions**
 
 Brokerage
            commissions on all open commodity futures contracts are accrued on a
            full-turn
            basis.
  **Income
            Taxes**
 
 The
            Fund
            is not subject to federal income taxes; each partner reports his/her
            allocable
            share of income, gain, loss deductions or credits on his/her own income
            tax
            return.
 
 **Redemptions**
 
 Authorized
            purchasers may redeem Units from the Fund only in blocks of 100,000 Units
            called
“Redemption Baskets”. The amount of the redemption proceeds for a Redemption
            Basket will be equal to the net asset value of the Fund Units in the
            Redemption
            Basket.
 
 **Partnership
            Capital and Allocation of Partnership Income and Losses**
 
 Profit
            or
            loss 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.
 7
 **Calculation
              of Net Asset Value**
 
 The
              Fund
              calculates net asset value on each trading day by taking the current
              market
              value of its total assets, subtracting any liabilities and dividing
              the amount
              by the total number of Units issued and outstanding. The Fund uses
              the NYMEX
              closing price on that day to determine the value of contracts held
              on the
              NYMEX.
  **Net
            Income/(Loss) per Limited Partnership Unit**
 
 Net
            income/(loss) per Unit is the difference between the net asset value per
            Unit at the beginning of each period and at the end of each period. The
            weighted
            average number of Units outstanding was computed for purposes of disclosing
            net loss per weighted average Unit. The weighted average Units are
            equal to the number of Units outstanding at the end of the period, adjusted
            proportionately for Units redeemed based on the amount of time the Units
            were
            outstanding during such period. There were no Units held by the General
            Partner at March 31, 2007.
  **Offering
              Costs**
 
 Offering
              costs incurred in connection with the registration of additional Units
              after the
              initial registration of Units will be borne by the Fund. These costs
              include
              registration fees paid to regulatory agencies and all legal, accounting,
              printing and other expenses associated therewith. These costs will
              be accounted
              for as a deferred charge and thereafter amortized to expense over twelve
              months
              on a straight line basis or a shorter period if warranted.
  **Cash
            Equivalents**
 
 As
            of
            March 31, 2007, cash and cash equivalents included money market portfolios
            and
            overnight time deposits with original maturity dates of three months
            or
            less.
 
 **Use
            of Estimates**
 
 The
            preparation of financial statements in conformity with accounting principles
            generally accepted in the United States of America requires the Fund’s
            management to make estimates and assumptions that affect the reported
            amount of
            assets and liabilities and disclosure of contingent assets and liabilities
            at
            the date of the financial statement, and the reported amounts of the
            revenue and
            expenses during the reporting period. Actual results could differ from
            those
            estimates.
  **NOTE 3
              - FEES PAID BY THE FUND AND RELATED PARTY TRANSACTIONS**
 
 **General
              Partner Management Fee**
  Under
              the
              Limited Partnership Agreement, the General Partner is responsible for
              investing
              the assets of the Fund in accordance with the objectives and policies
              of the
              Fund. In addition, the General Partner has arranged for one or more
              third
              parties to provide administrative, custody, accounting, transfer agency
              and
              other necessary services to the Fund. For these services, the Fund
              is
              contractually obligated to pay the General Partner a fee, which is
              paid monthly,
              based on average daily net assets that are equal to 0.50% per annum
              on average
              net assets of $1,000,000,000 or less and 0.20% per annum of average
              daily net
              assets that are greater than $1,000,000,000.
  **Ongoing
              Registration
              Fees**
  The
              Fund pays all costs and expenses associated with
              the ongoing registration of Units. These costs and expenses include but are
              not limited to registration fees paid to the SEC, the National Association
              of
              Securities Dealers, or any other regulatory agency in connection with
              the offer
              and sale of Units, and all legal, accounting, printing, and other expenses
              associated therewith. For the period ending March 31, 2007, the Fund
              has
              incurred $369,059 in ongoing registration fees as stated above.
  **Director's
              Fees**
  The
              Fund is responsible for paying the fees and
              expenses of the independent directors who are also audit committee
              members. These fees for calendar year 2007 are estimated to be $184,000,
              this includes a fee of $35,000 per independent director in lieu of
              directors and
              officers liability insurance.
  **Licensing
              Fees**
  As
              discussed in Note 4, the Fund anticipates
              finalizing the licensing agreement with the NYMEX. Pursuant to the
              agreement,
              the Fund will pay a licensing fee of 0.04% on the Fund's assets up
              to
              $1,000,000,000 and 0.02% on assets in excess of this amount. For the
              period
              ending March 31, 2007, the Fund has accrued $132,122 under this
              arrangement.
  **Other
              Expenses and Fees**
  In
              addition to the above, the Fund will pay all
              brokerage fees, taxes and other expenses in connection with the operation
              of the
              Fund excluding costs and expenses to be paid by the General Partner
              as outlined
              in Note 4.
 **NOTE
            4 - CONTRACTS AND AGREEMENTS**
 
 The
            Fund
            is party to a marketing agent agreement dated March 13, 2006 with ALPS
            Distributors Inc. (“ALPS”), a Colorado corporation, whereby ALPS provides
            certain marketing services for the Fund as outlined in the agreement.
            The fees
            of the marketing agent, which are borne by the General Partner, include
            a
            marketing fee of $425,000 per annum plus the following incentive fee:
            0.00% on
            Fund assets from $0 - $500 million; 0.04% on Fund assets from $500 million
            - $4
            billion; and 0.03% on Fund assets in excess of $4 billion.
 
 The
            above
            fees do not include the following expenses, which are also borne by the
            General
            Partner: the cost of placing advertisements in various periodicals; web
            construction and development; and the printing and production of various
            marketing materials.
 8
 The
            Fund
            is also party to a custodian agreement dated March 13, 2006, with Brown
            Brothers
            Harriman & Co. (“Brown Brothers”), whereby Brown Brothers holds investments
            on behalf of the Fund. The General Partner pays the fees of the custodian,
            which
            shall be 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 the greater of a minimum amount of $250,000 annually or an asset
            charge
            of (a) 0.06% for the first $500 million of the Fund's net assets, (b)
            0.0465%
            for the Fund's net assets greater than $500 million but less than $1
            billion,
            and (c) 0.035% of the Fund's net assets that exceed $1 billion. The General
            Partner also pays a $50,000 annual fee for the transfer agency services
            and
            transaction fees ranging from  $7.00 to $15.00 per
            transaction.
 
 The
            Fund
            invests primarily in Oil Futures Contracts traded on the NYMEX. The Fund
            and the
            NYMEX are discussing entering into and are in the process of finalizing
            a
            License Agreement whereby the Fund will be granted a non-exclusive license
            to
            use certain of the NYMEX’s settlement prices and service marks. Under the
            proposed License Agreement, the NYMEX would receive an asset-based fee
            for the
            license, which will be paid by the Fund.
 
 The
            Fund
            expressly disclaims any association with the NYMEX or endorsement of
            the Fund by
            the NYMEX and acknowledges that “NYMEX” and “New York Mercantile Exchange” are
            registered trademarks of the NYMEX.
 
 The
            Fund
            has entered into a brokerage agreement with UBS Securities LLC, formerly
            ABN
            AMRO Incorporated, the 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.
  **NOTE
            5 - FINANCIAL INSTRUMENTS, OFF-BALANCE SHEET RISKS AND
            CONTINGENCIES**
 
 The
            Fund
            engages in the speculative trading of futures contracts and options
            on futures contracts (collectively “derivatives”). The Fund is exposed to
            both market risk, which is the risk arising from changes in the market
            value of
            the contracts, and credit risk, which is the risk of failure by another
            party to
            perform according to the terms of a contract.
 
 All
            of
            the contracts currently traded by the Fund are exchange-traded. The risks
            associated with exchange-traded contracts are generally perceived to
            be less
            than those associated with over-the-counter transactions since, in
            over-the-counter transactions, the Fund must rely solely on the credit
            of its
            respective individual counterparties. However, in the future, if the
            Fund were
            to enter into non-exchange traded contracts, it would be subject to the
            credit
            risk associated with counterparty non-performance. The credit risk from
            counterparty non-performance associated with such instruments is the
            net
            unrealized gain, if any. The Fund also has credit risk since the sole
            counterparty to all domestic 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.
 9
 The
            Fund’s policy is to continuously monitor its exposure to market and counterparty
            risk through the use of a variety of financial, position and credit exposure
            reporting controls and procedures. In addition, the Fund has a policy
            of
            reviewing the credit standing of each broker or counterparty with which
            it
            conducts business.
 
 The
            financial instruments held by the Fund are reported in 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 6
            - FINANCIAL HIGHLIGHTS**
 
 The
            following table presents per Unit performance data and other supplemental
            financial data for the three months ended March 31, 2007 and March 31,
            2006 for
            the limited partners. This information has been derived from information
            presented in the financial statements.
  **For
                        the three months ended**
                    ********
                    ****
                    **March
                        31, 2007**
                    ****
                    **March
                        31, 2006**
                    ********
                    ****
                    **(Unaudited)**
                    ****
                    **(Unaudited)****Per
                        Unit Operating Performance:**Net
                        asset value, beginning of period
                    
                    $
                    51.87
                    
                    $
                    -Total
                        income
                    
                    
                    1.78
                    
                    
                    -Total
                        expenses
                    
                    
                    (0.09
                    )
                    
                    -Net
                        increase in net asset value
                    
                    
                    1.69
                    
                    
                    -Net
                        asset value, end of period
                    
                    $
                    53.56
                    
                    $
                    -**Total
                        Return**
                    
                    
                    3.26
                    %
                    
                    -
                    %**Ratios
                        to Average Net Assets (annualized)**Total
                        income
                    
                    
                    40.41
                    %
                    
                    -
                    %Expenses
                        excluding management fees
                    
                    
                    (0.26
                    )%
                    
                    -
                    %Management
                        fees
                    
                    
                    (0.48
                    )%
                    
                    -
                    %Net
                        income
                    
                    
                    39.67
                    %
                    
                    -
                    %
  Total
            returns are calculated based on the change in value during the period.
            An
            individual limited partner’s total return and ratio may vary from the above
            total returns and ratios based on the timing of contributions to and
            withdrawals
            from the Fund.
  **NOTE 7
            - SUBSEQUENT
            EVENTS**
  Effective
            April 18, 2007, the General Partner
            pays Brown Brothers for its Custody, Fund Accounting and Fund Administration
            services the greater of a minimum amount of $125,000 annually or an asset
            charge
            of (a) 0.06% for the first $500 million of USOF and USNG's combined net
            assets,
            (b) 0.0465% for USOF and USNG's combined net assets greater than $500
            million but less than $1 billion, and (c) 0.035% for USOF and USNG's
            combined
            net assets in excess of $1 billion.
  On
            April 18, 2007, USOF's current registration
            statement was amended by Form S-3 to allow incorporation by reference
            of USOF's
            past and future SEC reports on Form 10-K, Form 10-Q and Form 8-K into
            its
            prospectus.
 10
 **Item 2.**
                  **Management's
                      Discussion and Analysis of Financial Condition and Results
                      of
                      Operations**




The
        following discussion should be read in conjunction with the consolidated
        financial statements and the notes thereto of United States Oil Fund, LP
        ("USOF") included elsewhere in this quarterly report on Form 10-Q.
  *Forward-Looking
        Information*
  This
        quarterly report on Form 10-Q contains forward-looking statements regarding
        the
        plans and objectives of management for future operations. This information
        may
        involve known and unknown risks, uncertainties and other factors which may
        cause
        USOF’s actual results, performance or achievements to be materially different
        from future results, performance or achievements expressed or implied by
        any
        forward-looking statements. Forward-looking statements, which involve
        assumptions and describe USOF's future plans, strategies and expectations,
        are
        generally identifiable by use of the words “may,” “will,” “should,” “expect,”
“anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of
        these words or other variations on these words or comparable terminology.
        These
        forward-looking statements are based on assumptions that may be incorrect,
        and
        USOF cannot assure investors that the projections included in these
        forward-looking statements will come to pass. USOF's actual results could
        differ
        materially from those expressed or implied by the forward-looking statements
        as
        a result of various factors.
  USOF
        has
        based the forward-looking statements included in this quarterly report on
        Form
        10-Q on information available to it on the date of this quarterly report
        on Form
        10-Q, and USOF assumes no obligation to update any such forward-looking
        statements. Although USOF undertakes no obligation to revise or update any
        forward-looking statements, whether as a result of new information, future
        events or otherwise, investors are advised to consult any additional disclosures
        that USOF may make directly to them or through reports that USOF in the
        future files with the U.S. Securities and Exchange Commission (the "SEC"),
        including annual reports on Form 10-K, quarterly reports on Form 10-Q and
        current reports on Form 8-K. Except for historical information contained
        herein,
        this “Management’s Discussion and Analysis of Financial Condition and Results of
        Operations” contains forward-looking statements that involve known and
        unknown risks and uncertainties that may cause USOF's actual results or
        outcome to be materially different from any future results, performance or
        achievements expressed or implied by such forward-looking
        statements.
 
 **Introduction**
 
 USOF,
        a
        Delaware limited partnership, is a commodity pool that issues units that
        may be purchased and sold on the American Stock Exchange (the "AMEX"). The
        investment objective of USOF is for changes in percentage terms of the
        units’ net asset value ("NAV") on a daily basis to reflect the changes
        in percentage terms in the spot price of West Texas Intermediate ("WTI")
        light,
        sweet crude oil delivered to Cushing, Oklahoma, also on a daily basis, less
        USOF’s expenses.
 
 USOF
        seeks to achieve its investment objective by investing in a combination of
        oil
        futures contracts and other oil interests such that changes in USOF’s NAV,
        measured in percentage terms, will closely track the changes in the price
        of a specified oil futures contract ("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. It is not the intent of USOF to
        be
        operated in a fashion such that its NAV will equal, in dollar terms, the
        spot
        price of WTI light, sweet crude
        oil
        or any particular futures contract based on WTI light, sweet crude oil.
        Management believes that it is not practical to manage the portfolio to achieve
        such an investment goal when investing in listed crude oil futures
        contracts.
  At
        present, on any valuation day the Benchmark Oil Futures Contract is the near
        month futures contract for WTI light, sweet crude oil traded on the New York
        Mercantile Exchange (the "NYMEX") unless the near month contract will
        expire within two weeks of the valuation day, in which case the Benchmark
        Oil
        Futures Contract is the next month contract for WTI light, sweet crude oil
        traded on the NYMEX. “Near month contract” means the next contract traded on the
        NYMEX due to expire. “Next month contract” means the first contract traded on
        the NYMEX due to expire after the near month contract.
  USOF
        may
        also invest in futures contracts for other types of crude oil, heating oil,
        gasoline, natural gas, and other petroleum-based fuels that are traded on
        the
        NYMEX, ICE Futures or other U.S. and foreign exchanges (collectively, “Oil
        Futures Contracts”) and other oil interests such as cash-settled options on Oil
        Futures Contracts, forward contracts for oil, and over-the-counter transactions
        that are based on the price of oil, other petroleum-based fuels, Oil Futures
        Contracts and indices based on the foregoing (collectively, “Other Oil
        Interests”). The General Partner of USOF, Victoria Bay Asset Management, LLC
        (the "General Partner"), which is registered as a commodity pool operator,
        is authorized by the Third Amended and Restated Agreement of Limited
        Partnership (the "LP Agreement") to manage USOF. The General Partner is
        authorized by USOF in its sole judgment to employ, establish the terms of
        employment for, and terminate commodities trading advisors or futures commission
        merchants.
 11
 **Valuation
        of Crude Oil Futures Contracts and the Computation of the
        NAV**
 
 The
        NAV
        of USOF units is calculated once each trading day as of the earlier of the
        close
        of the New York Stock Exchange  (the "NYSE") or  4:00 p.m. New
        York time. The NAV for a particular trading day is released after 4:15 p.m.
        New York time. Trading on the AMEX typically closes at 4:15 p.m. New
        York time. USOF uses the NYMEX closing price (determined at the earlier of
        the
        close of that exchange or 2:30 p.m. New York time) for the contracts held
        on the NYMEX, but calculates or determines the value of all other USOF
        investments as of the earlier of the close of the NYSE or 4:00 p.m. New York
        time.
  **Management’s
        Discussion of Results of Operations and the Crude Oil
        Market**
 
 *Results
        of Operations.* On
        April 10, 2006, USOF listed its units on the AMEX under the ticker symbol
“USO.”
On that day USOF established its initial offering price at $67.39 per Unit
        and
        issued 200,000 units to the initial authorized purchaser, KV Execution Services
        LLC, in exchange for $13,478,000 in cash. As of March 31, 2007, the
        total unrealized gain on the crude oil futures contracts owned or held
        on that day was $61,523,560 and USOF established cash deposits were equal
        to $112,254,100. The majority of those cash assets were held at USOF’s custodian
        bank while less than 10% of the cash balance was held as margin deposits
        with
        USOF’s futures commission merchant relating to the Oil Futures Contracts
        purchased. The ending per Unit NAV on March 31, 2007 was $53.56.
  Since
          its
          initial offering of 17,000,000 units, USOF has had two follow up offerings
          of
          its units, 30,000,000 units which were registered with the SEC on October
          18,
          2006 and an additional 50,000,000 units which were registered with the
          SEC on
          January 30, 2007. Units offered by USOF following its initial offering
          were sold
          by it for cash at the units’ NAV as described in the applicable prospectus. As
          of April 26, 2007, USOF had issued 60,100,000 units, of which 18,200,000
          were
          outstanding.
 
 More
          units were issued than are outstanding due to the redemption of units as
          contemplated and permitted by USOF under the LP Agreement. Unlike funds
          that are
          registered under the Investment Company Act of 1940, as amended, units
          that have
          been redeemed by USOF cannot be resold by USOF without registration of
          their
          offering with the SEC.
 
 As
          a
          result, USOF anticipates that further offerings of its units will be registered
          with the SEC in the future in anticipation of additional
          issuances.
  *Portfolio
        Expenses* .
        USOF’s
        expenses consist of its management fees, brokerage fees and commissions,
        certain
        offering costs, licensing fees and the fees and expenses of the independent
        directors. The 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 January 1, 2007 to March 31, 2007, the daily average total net
        assets of USOF were $970,772,068 .
        During
        the period from January 1, 2007 to March 31, 2007 the total net assets of
        USOF did exceed $1 billion on a number of days. The investment advisory fee
        paid
        by USOF amounted to $1,144,115 ,
        which
        was calculated at the 0.50% rate for total net assets up to and including
        $1 billion and at the rate of 0.20% on total net assets over $1 billion,
        and
        accrued daily. The management expenses as a percentage of total net assets
        averaged 0.48% over the course of the quarter.
  The
        Fund pays for all brokerage fees, taxes and
        other expenses, including licensing fees for the use of intellectual property,
        registration or other fees paid to the SEC, the National Association of
        Securities Dealers, or any other regulatory agency in connection with follow
        on
        offers and sales of its units and all legal, accounting, printing and other
        expenses associated therewith. The Fund also pays the fees and expenses,
        including for directors and officers' liability insurance, of the independent
        directors. For the three month period ended March 31, 2007, the Fund has
        incurred $369,059 in ongoing registration fees. In addition, the Fund agreed
        to
        pay the independent directors $184,000 to cover their expenses and pay for
        their
        services for 2007.
 
 USOF
        also
        incurs commissions to brokers for the purchase and sale of futures contracts,
        other oil interests, or short-term obligations of the United States of two
        years or less ("Treasuries"). During the period from January 1, 2007 to March
        31, 2007, total commissions paid to brokers amounted to $420,212 .
        Prior
        to the initial offering, USOF had estimated that the annual level of such
        commissions for USOF was expected to be 0.35% of total net assets. As an
        annualized percentage of total net assets, the figures for the first
        quarter of 2007 represent approximately 0.18 %
        of
        total net assets. However, there can be no assurance that commission costs
        and
        portfolio turnover will not cause commission expenses to rise in future
        quarters.
  *Interest
        Income* .
        USOF
        seeks to invest its assets such that it holds Oil Futures Contracts and Other
        Oil Interests in an amount equal to the total net assets of the portfolio.
        Typically, such investments do not require USOF to pay the full amount of
        the
        contract value at the time of purchase, but rather require USOF to post an
        amount as a margin deposit against the eventual settlement of the contract.
        As a
        result, USOF retains an amount that is approximately equal to its total net
        assets, which USOF invests in cash deposits or in Treasuries. This includes
        both
        the amount on deposit with the futures commission merchant as margin as well
        as
        unrestricted cash held with USOF’s custodian bank. The cash or Treasuries earn
        interest that accrues on a daily basis. For the period from January 1, 2007
        through March 31, 2007, USOF earned $11,928,573 in
        interest income on such cash holdings. Based on USOF’s average daily total net
        assets, this is equivalent to an annualized yield of 4.98 %.
        USOF
        did not purchase Treasuries during the period from January 1, 2007 through
        March 31, 2007 and held all of its funds in cash or cash equivalents during
        this
        time period.
 12
 *Tracking
        USOF’s Benchmark* .
        USOF
        seeks to manage its portfolio such that changes in its average daily NAV,
        on a
        percentage basis, closely track changes in the average daily price of the
        Benchmark Oil Futures Contract, also on a percentage basis. Specifically,
        USOF
        seeks to manage the portfolio such that over any rolling period of 30
        valuation days, the average daily change in the NAV is within a range of
        90% to
        110% (0.9 to 1.1), of the average daily change of the Benchmark Oil Futures
        Contract. As an example, if the average daily movement of the Benchmark Oil
        Futures Contract for a particular 30-day time period was 0.5% per day, USOF
        management would attempt to manage the portfolio such that the average daily
        movement of the NAV during that same time period fell between 0.45% and 0.55%
        ( *i.e* .,
        between 0.9 and 1.1 of the benchmark’s results). USOF’s portfolio management
        goals do not include trying to make the nominal price of USOF’s NAV equal to the
        nominal price of the current Benchmark Oil Futures Contract. Management believes
        that it is not practical to manage the portfolio to achieve such an investment
        goal when investing in listed crude oil futures contracts.
 
 For
        the
        30 valuation days ended March 31, 2007, the simple average daily change in
        the
        Benchmark Oil Futures Contract was 0.331%, while the simple average daily
        change
        in the NAV of USOF over the same time period was 0.348%. 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 3%, meaning
        that
        over this time period USOF’s tracking error was within the plus or minus 10%
        range established as its benchmark tracking goal.
  
  
 13
 Since
        the
        offering of USOF units to the public on April 10, 2006 to March 31, 2007,
        the simple average daily change in the Benchmark Oil Futures Contract was
        -0.0880 %,
        while
        the simple average daily change in the NAV of USOF over the same time period
        was
        -0.0785 %.
        The
        average daily difference was 0.0095% (or -0.9 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 %,
        meaning that over this time period USOF’s tracking error was within the plus or
        minus 10% range established as its benchmark tracking goal.
 
 An
        alternative tracking measurement of the return performance of USOF versus
        the
        return of its benchmark can be calculated by comparing the actual return
        of
        USOF, measured by changes in its NAV, versus the *expected* changes
        in its NAV under the assumption that USOF’s returns had been exactly the same as
        the daily changes in its benchmark.
  For
        the
        period January 1, 2007 through March 31, 2007, the actual total return of
        USOF
        as measured by changes in its NAV was 3.26 %.
        This
        is based on an initial NAV of $51.87 on January 1, 2007 and an ending
        NAV as of March 31, 2007 of $53.56 (during this time period USOF made no
        distributions to its unitholders). However, if USOF’s daily changes in its NAV
        had instead exactly tracked the changes in the daily return of the Benchmark
        Oil
        Futures Contracts, USOF would have ended the first quarter of 2007 with an
        estimated NAV of $53.01 ,
        for a
        total return over the relevant time period of 2.2 %.
        The
        difference between the actual NAV total return of USOF of 3.26 %
        and the
        expected total return based on the Benchmark Oil Futures Contracts of
        2.2 %
        was an
        error over the time period of +1.06 %,
        which
        is to say that USOF’s actual total return exceeded the benchmark result by that
        percentage. Management believes that a portion of the difference between
        the
        actual return and the expected benchmark return can be attributed to the
        impact
        of the interest that USOF collects on its cash and cash equivalent holdings.
        In
        addition, during the 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 first quarter
        of 2007, management attempted to minimize the effect of these transactions
        by
        seeking to execute its purchase or sales of the Benchmark Oil Futures Contracts
        at, or as close as possible to, the end of the day settlement price. However,
        it
        is not always possible for USOF to obtain the closing settlement price and
        there
        is no assurance that failure to obtain the closing settlement price in the
        future will not adversely impact USOF’s attempt to track its benchmark over
        time.
  The
        second major factor that could affect tracking results is the interest that
        USOF earns on its cash and Treasury holdings. USOF is not required to
        distribute any portion of its income to its unitholders and did not make
        any
        distribution to unitholders in the first quarter of 2007. Interest payments,
        and
        any other income, were retained within the portfolio and added to USOF’s NAV.
        When this income exceeds the level of USOF’s expenses for its investment
        advisory fee, brokerage commissions and other expenses (inlcuding ongoing
        registration fees, licensing fees and the fees and expenses of the
        independent directors), USOF will realize a net yield that will tend to cause
        daily changes in the NAV of USOF to track slightly higher than daily changes
        in
        the Benchmark Oil Futures Contracts. During the first quarter of 2007, USOF
        earned on an annualized basis approximately 4.98 %
        on its
        cash holdings. It also incurred cash expenses on an annualized basis of 0.48%
        for investment advisory fees and approximately 0.18% in brokerage commission
        costs related to the purchase and sale of futures contracts, and 0.08% for
        other
        expenses. The foregoing fees and expenses resulted in a net yield on an
        annualized basis of approximately 4.24% and affected USOF’s ability to track its
        benchmark. If short-term interest rates rise above the current levels, the
        level
        of deviation created by the yield would increase. Conversely, if short-term
        interest rates were to decline, the amount of error created by the yield
        would
        decrease. If short term yields drop to a level lower than the combined expenses
        of the 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 underperform the daily returns of the Benchmark Oil Futures
        Contracts.
 14
 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 first quarter of 2007, 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 January 1, 2007 to March 31, 2007, crude oil prices were
        impacted by several factors. On the consumption side, demand remained strong
        as
        continued global economic growth, especially in emerging economies such as
        China
        and India, remained brisk. On the supply side, production remained steady
        despite concerns about violence impacting production in Iraq and
        Nigeria. In addition, a series of production cuts by members of the
        Organization of Oil Exporting Countries have tightened world oil markets.
        Though the crude oil market’s concerns about tensions with key crude oil
        producing countries, such as Iran and Venezuela, remained, such concerns
        appear
        to have moderated somewhat, at least in the short term. As a result of the
        foregoing, crude oil prices fell sharply during early and mid January 2007
        and showed periods of greater volatility than usual. However, over the balance
        of the first quarter, crude oil prices gained back in price and finished
        the
        quarter higher than where they started.
 
 *Term
        Structure of Crude Oil Futures Prices and the Impact on Total Returns.* Several
        factors determine the total return from investing in a futures contract
        position. One factor that impacts the total return that will result from
        investing in near month crude oil futures contracts and “rolling” those
        contracts forward each month is the price relationship between the current
        near
        month contract and the next month contract. If the price of near month contract
        is higher than the next month contract (a situation referred to as
“backwardation” in the futures market), then absent any other change there is a
        tendency for the price of a next month contract to rise in value as it becomes
        the near month contract and approaches expiration. Conversely, if the price
        of a
        near month contract is lower than the next month contract (a situation referred
        to as “contango” in the futures market), then absent any other change there is a
        tendency for the price of a next month contract to decline in value as it
        becomes the near month contract and approaches expiration.
  As
        an
        example, assume that the price of crude oil for immediate delivery (the “spot”
price), was $50 per barrel, and the value of a position in the near month
        futures contract was also $50. Over time the price of the barrel of crude
        oil
        will fluctuate based on a number of market factors, including demand for
        oil relative to its supply. The value of the near month contract will likewise
        fluctuate in reaction to a number of market factors. If investors seek to
        maintain their holding in a near month contract position and not take delivery
        of the oil, every month they must sell their current near month contract
        as it
        approaches expiration and invest in the next month contract.
 
 If
        the
        futures market is in backwardation, e.g., when the expected price of oil
        in the
        future would be less, the investor would be buying a next month contract
        for a
        lower price than the current near month contract. Hypothetically, and assuming
        no other changes to either prevailing crude oil prices or the price relationship
        between the spot price, the near month contract and the next month contract
        (and
        ignoring the impact of commission costs and the interest earned on cash),
        the
        value of the next month contract would rise as it approaches expiration and
        becomes the new near month contract. In this example, the value of the $50
        investment would tend to rise faster than the spot price of crude oil, or
        fall
        slower. As a result, it would be possible in this hypothetical example for
        the
        price of spot crude oil to have risen to $60 after some period of time, while
        the value of the investment in the futures contract would have risen to $65,
        assuming backwardation is large enough or enough time has elapsed. Similarly,
        the spot price of crude oil could have fallen to $40 while the value of an
        investment in the futures contract could have fallen to only $45. Over time,
        if
        backwardation remained constant, the difference would continue to
        increase.
 
 If
        the
        futures market is in contango, the investor would be buying a next month
        contract for a higher price than the current near month contract.
        Hypothetically, and assuming no other changes to either prevailing crude
        oil
        prices or the price relationship between the spot price, the near month contract
        and the next month contract (and ignoring the impact of commission costs
        and the
        interest earned on cash), the value of the next month contract would fall
        as it
        approaches expiration and becomes the new near month contract. In this example,
        it would mean that the value of the $50 investment would tend to rise slower
        than the spot price of crude oil, or fall faster. As a result, it would be
        possible in this hypothetical example for the price of spot crude oil to
        have
        risen to $60 after some period of time, while the value of the investment
        in the
        futures contract will have risen to only $55, assuming contango is large
        enough
        or enough time has elapsed. Similarly, the spot price of crude oil could
        have
        fallen to $45 while the value of an investment in the futures contract could
        have fallen to $50. Over time, if contango remained constant, the difference
        would continue to increase.
 15
 Historically,
        the futures oil markets have experienced periods of contango and backwardation,
        with backwardation being in place more often than contango. During the past
        two
        years, including 2006 and the early part of 2007, these markets have experienced
        contango. This has impacted the total return on an investment in USOF units
        during the past year relative to a hypothetical direct investment in crude
        oil. For example, an investment made in USOF units on December 31, 2006 and
        held
        to March 31, 2007, increased, based upon the changes in the closing market
        prices for USOF units on those days, by 3.26%, while the spot price of crude
        oil
        for immediate delivery during the same period increased 7.90% (note: this
        comparison ignores the potential costs associated with physically owning
        and
        storing crude oil). However, the investment objective of USOF is not to have
        the
        market price of its units match, dollar for dollar, changes in the spot price
        of
        oil, or changes in the price of the Benchmark Oil Futures Contract. This
        period
        of contango did not meaningfully impact USOF’s investment objective of having
        percentage changes in its per unit price track percentage changes in the
        price
        of the Benchmark Oil Futures Contract since the impact of backwardation and
        contango tended to equally impact the percentage changes in price of both
        USOF’s
        units and the Benchmark Oil Futures Contract. It is impossible to predict
        with any degree of certainty whether backwardation or contango will occur
        in the
        future. It is likely that both conditions will occur during different periods.
  **Subsequent
        Events**
  Effective
          April 18, 2007, the General Partner
          pays Brown Brothers Harriman & Co. for its Custody, Fund
          Accounting and Fund Administration services the greater of a minimum amount
          of
          $125,000 annually or an asset charge of (a) 0.06% for the first $500 million
          of USOF and USNG's combined net assets, (b) 0.0465% for USOF and
          USNG's combined net assets greater than $500 million but less than $1 billion,
          and (c) 0.035% for USOF and USNG's combined net assets in excess of $1
          billion.
  On
          April 18, 2007, USOF's current registration
          statement was amended by Form S-3 to allow incorporation by reference of
          USOF's
          past and future SEC reports on Form 10-K, Form 10-Q and Form 8-K into its
          prospectus.
  **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 investing in futures contracts not traded on a United
        States futures exchange to the extent USOF makes such investments in the
        future,
        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 continue
        to
        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 Treasuries that
        it intends to hold at all times. USOF’s liquidity needs include: redeeming
        units, providing margin deposits for its existing oil futures contracts or
        the
        purchase of additional crude oil futures contracts and posting collateral
        for
        its over-the-counter contracts and payment of its expenses, summarized below
        under “Contractual Obligations.”
 
 USOF
        currently generates cash primarily from (i) the sale of Creation Baskets
        and
        (ii) interest earned on cash. USOF has allocated substantially all of its
        nets
        assets to trading in oil interests. A significant portion of the NAV was
        held in
        cash that was used as margin for USOF's trading in oil interests. Cash
        or Treasuries as a percentage of the total net assets vary from period to
        period as the market values of the oil interests change. The balance of the
        net
        assets is held in USOF's Oil Futures Contracts and Other Oil Interests trading
        account. Interest earned on USOF's interest bearing-funds is paid to
        USOF.
 16
 USOF's
        investment in oil interests may be subject to periods of illiquidity because
        of
        market conditions, regulatory considerations and other reasons. For example,
        commodity exchanges limit the fluctuations in Oil Futures Contracts prices
        during a single day by regulations referred to as “daily limits.” During a
        single day, no trades may be executed at prices beyond the daily limit. Once
        the
        price of an Oil Futures Contract has increased or decreased by an amount
        equal
        to the daily limit, positions in the contracts can neither be taken 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 March 31, 2007, USOF was not
        forced
        to liquidate any of its positions as a result of daily limits, however, USOF
        cannot predict whether such an event may occur in the future. Through December
        31, 2006, 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. Currently, the General Partner is solely responsible for paying
        its and USOF's expenses. If (1) it were unable to pay such expenses,
        (2) such affiliates were to discontinue the payment of these expenses and
        (3) the General Partner and USOF are unsuccessful in raising sufficient funds
        to
        cover USOF's expenses or in locating any other source of funding, USOF will
        terminate and investors may lose all or part of their investment.
  **Market
        Risk**
 
 Trading
        in Oil Futures Contracts and Other Oil Interests, such as
        forwards, involves USOF entering into contractual commitments to purchase
        or sell oil at a specified date in the future. The gross or face amount of
        the contracts will significantly exceed USOF's future cash requirements
        since USOF intends to close out its open positions prior to settlement. As
        a
        result, USOF is generally only subject to the risk of loss arising
        from the change in value of the contracts. USOF considers the "fair value''
        of
        its derivative instruments to be the unrealized gain or loss on the contracts.
        The market risk associated with USOF's commitments to purchase oil is limited
        to
        the gross face amount of the 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 depends on
        a number of factors, including the markets for oil, the volatility of interest
        rates and foreign exchange rates, the liquidity of the Oil Futures Contracts
        and
        Other Oil Interests markets and the relationships among the contracts held
        by
        USOF. The limited experience that USOF has in utilizing its model to trade
        in oil interests in a manner intended to track the spot price of oil, as
        well as
        drastic market occurrences, could ultimately lead to the loss of all or
        substantially all of an investor’s capital.
  **Credit
        Risk**
 
 When
        USOF
        enters into Oil Futures Contracts and Other Oil Interests, it is exposed
        to the
        credit risk that the counterparty will not be able to meet its obligations.
        The
        counterparty for the Oil Futures Contracts traded on the NYMEX and on most
        other 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. During the first quarter of 2007, the only foreign
        exchange USOF made on investments of oil interests was the ICE Futures. There
        can be no assurance that any counterparty, clearinghouse, or their members
        or
        financial backers would satisfy their obligations to USOF in such circumstances.
        The General Partner attempts to manage the credit risk of USOF by following
        various trading limitations and policies. In particular, USOF posts margin
        and/or holds liquid assets that are approximately equal to the face amount
        of
        its obligations to counterparties under the Oil Futures Contracts and Other
        Oil
        Interests it holds. The General Partner has implemented procedures that include,
        but are not limited to, executing and clearing trades only with creditworthy
        parties and/or requiring the posting of collateral or margin by such parties
        for
        the benefit of USOF to limit its credit exposure. UBS Securities LLC, USOF's
        commodity broker (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, is required by U.S. Commodities Futures Trading Commission
        (the "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
        March 31, 2007, USOF has no loan guarantee, credit support or other off-balance
        sheet arrangements of any kind other than agreements entered into in the
        normal
        course of business, which may include indemnification provisions relating
        to
        certain risks that service providers undertake in performing services 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.
 17
 **Redemption
        Basket Obligation**
 
 In
        order
        to meet its investment objective and pay its contractual obligations described
        below, USOF requires liquidity to redeem Redemption Baskets. USOF has to
        date satisfied this obligation by paying from the cash or cash equivalents
        it
        holds in an amount proportionate to the number of units being
        redeemed.
  **Contractual
        Obligations**
 
 USOF's
        primary contractual obligations are with the General Partner. In return for
        its
        services, the General Partner is entitled to a management fee calculated
        as a
        fixed percentage of USOF's NAV, currently 0.50% for an NAV of $1 billion
        or
        less, and thereafter 0.20% of the NAV above $1 billion. The General Partner
        or
        its affiliate agreed to pay the start-up costs associated with the
        formation of USOF, primarily its legal, accounting and other costs in connection
        with its registration with the CFTC as a commodity pool operator and the
        registration and listing of USOF and its Units with the SEC and the AMEX,
        respectively. However, the costs of registering and listing additional shares
        of
        USOF with the SEC are directly borne on an ongoing basis by USOF, and not
        by the
        General Partner.
  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 USOF's marketing
        agent,
        ALPS Distributors, Inc. The General Partner is also in the process of
        negotiating a licensing agreement with the NYMEX 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 (or any other Futures
        Clearing Merchant that the General Partner may elect to use for execution
        or
        clearing of futures trades), 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. Other expenses not in the ordinary course
        of business include brokerage fees, licensing fees for intellectual property
        used by USOF and the fees and costs associated with the offering of USOF's
        Units. Commission payments to the Broker or any other Futures Clearing Merchant
        are on a contract-by-contract, or round turn, basis. USOF also pays a portion
        of
        the fees and expenses of the independent directors.
  The
        parties cannot anticipate the amount of payments that will be required under
        these arrangements for future periods, as USOF's NAVs and trading levels
        to meet
        its investment objectives will not be known until a future date. These
        agreements are effective for a specific term agreed upon by the parties 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.


18


**Item 3.**
            **Quantitative
                and Qualitative Disclosures About Market
                Risk**




***Over-the-Counter
        Derivatives (Including Spreads and Straddles)***
  In
        the
        future USOF may purchase over-the-counter contracts. Unlike most of the
        exchange-traded oil futures contracts or exchange-traded options on such
        futures, each party to such contract bears the credit risk that the other
        party
        may not be able to perform its obligations under its contract.
  Some
        oil-based derivatives transactions contain fairly generic terms and conditions
        and are available from a wide range of participants. Other oil-based derivatives
        have highly customized terms and conditions and are not as widely available.
        Many of these over-the-counter contracts are cash-settled forwards for the
        future delivery of oil- or petroleum-based fuels that have terms similar
        to the
        Oil Futures Contracts. Others take the form of “swaps” in which the two parties
        exchange cash flows based on pre-determined formulas tied to the price of
        the
        crude oil spot, or forward crude oil prices, or crude oil futures prices.
        For
        example, USOF may enter into over-the-counter derivative contracts whose
        value
        will be tied to changes in the difference between the WTI spot price, the
        price
        of Oil Futures Contracts traded on the NYMEX and the prices of other Oil
        Futures
        Contracts that may be invested in by USOF.
  To
        protect itself from the credit risk that arises in connection with such
        contracts, USOF may enter into agreements with each counterparty that provide
        for the netting of its overall exposure to its counterparty, such as the
        agreements published by the International Swaps and Derivatives Association,
        Inc. USOF also may require that the counterparty be highly rated and/or
        provide collateral or other credit support to address USOF’s exposure to the
        counterparty.
  USOF
        may
        employ spreads or straddles in its trading to mitigate the differences in
        its
        investment portfolio and its goal of tracking the price of the Benchmark
        Oil
        Futures Contract. USOF would use a spread when it chooses to take simultaneous
        long and short positions in futures written on the same underlying asset,
        but
        with different delivery months. The effect of holding such combined positions
        is
        to adjust the sensitivity of USOF to changes in the price relationship between
        futures contracts which will expire sooner and those that will expire later.
        USOF would use such a spread if the General Partner felt that taking such
        long
        and short positions, when combined with the rest of its holdings, would more
        closely track the investment goals of USOF, or the General Partner felt if
        it
        would lead to an overall lower cost of trading to achieve a given level of
        economic exposure to movements in oil prices. USOF would enter into a straddle
        when it chooses to take an option position consisting of a long (or short)
        position in both a call option and put option. The economic effect of holding
        certain combinations of put options and call options can be very similar
        to that
        of owning the underlying futures contracts. USOF would make use of such a
        straddle approach if, in the opinion of the General Partner, the resulting
        combination would more closely track the investment goals of USOF or if it
        would
        lead to an overall lower cost of trading to achieve a given level of economic
        exposure to movements in oil prices.
  During
        the three months ended March 31, 2007, USOF did not employ any hedging methods
        since all of its investments were made over an exchange. Therefore, USOF
        was not
        exposed to counterparty risk.


**Item 4.**
            **Controls
                and Procedures**




**Disclosure
      Controls and Procedures.**


USOF
        maintains disclosure controls and procedures that are designed to ensure
        that
        material information required to be disclosed in USOF’s periodic reports filed
        or submitted under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), is recorded, processed, summarized and reported within the time
        period specified in the SEC’s rules and forms.
  The
        duly
        appointed officers of the General Partner, including its chief executive
        officer
        and chief financial officer, who perform functions equivalent to those
        a principle executive officer and principal financial officer of USOF would
        perform if USOF had any officers, have evaluated the effectiveness of USOF’s
        disclosure controls and procedures and have concluded that the
        disclosure controls and procedures of USOF have been effective as of the
        end of
        the period covered by this quarterly report.
 
 **Change
        in Internal Control Over Financial Reporting.**
 
 There
        were no changes in USOF’s internal control over financial reporting during
        USOF’s last fiscal quarter that have materially affected, or are reasonably
        likely to materially affect, USOF’s internal control over financial
        reporting.
 19




**Part
                II.**
            **OTHER
                INFORMATION**




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




**Monthly
        Account Statements**
 
 Pursuant
        to the requirement under part 4.22 of the Commodities Exchange Act, each
        month
        USOF publishes an account statement for its unitholders, which includes a
        statement of income (loss) and a statement of changes in NAV. The account
        statement is filed with the SEC on a current report on Form 8-K pursuant to
        Section 13 or 15(d) of the Exchange Act and posted each month on USOF’s
        website at www.unitedstatesoilfund.com .
 
 **Item 6.**
              **Exhibits**
  Listed
          below are the exhibits which are filed or furnished as part of this quarterly
          report on Form 10-Q (according to the number assigned to them in Item 601
          of Regulation S-K):
 **Exhibit
                Number**
              
              **Description
                  of Document**31.1*
              
              Certification
                  by Principal Executive Officer
                  Pursuant to Section 302 of the Sarbanes-Oxley Act of
                  2002.31.2*
              
              Certification
                  by Principal Financial Officer
                  Pursuant to Section 302 of the Sarbanes-Oxley Act of
                  2002.32.1**
              
              Certification
                  by Principal Executive Officer
                  Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section
                  906 of
                  the Sarbanes-Oxley Act of 2002.32.2**
              
              Certification
                  by Principal Financial Officer
                  Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section
                  906 of
                  the Sarbanes-Oxley Act of 2002.
  *  
        Filed herewith
 **
        Furnished herewith
  **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:  May
                  15, 2007By:
                  /s/ Howard
                  Mah**Howard
                  Mah****Chief
                  Financial Officer**DateDate:  May
                  15, 2007
 
 20