**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **Washington,
        D.C. 20549**
 **FORM
        10-Q**
  **x**
              **Quarterly
                  report pursuant to Section 13 or 15(d) of the Securities Exchange Act
                  of 1934 for the quarterly period ended September 30, 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. Condensed 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
              
              18Item
                  4. Controls and Procedures
              
              18**Part
                  II. OTHER INFORMATION**Item
                  5. Other Information
              
              19Item
                6. Exhibits
              
              19







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




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




1




***United
                      States Oil Fund, LP******Condensed
                      Statements of Financial Condition******At
                      September 30, 2007 (Unaudited) and December 31,
                      2006*****September
                      30, 2007**
                  
                  **December
                      31, 2006****Assets**Cash
                      and cash equivalents
                  
                  $
                  400,503,336
                  
                  $
                  712,883,812Equity
                      in UBS Securities LLC trading accounts:Cash
                  
                  
                  51,318,619
                  
                  
                  87,123,636Unrealized
                      gain (loss) on open commodity futures contracts
                  
                  
                  12,811,880
                  
                  
                  (34,383,000
                  )Receivable
                      for units sold
                  
                  
                  55,896,558
                  
                  
                  36,080,896Interest
                      receivable
                  
                  
                  1,170,413
                  
                  
                  2,626,230Other
                      assets
                  
                  
                  82,586
                  
                  
                  17,000*Total
                      assets*
                  
                  $
                  521,783,392
                  
                  $
                  804,348,574**Liabilities
                      and Partners' Capital**Payable
                      for units redeemed
                  
                  $
                  89,006,134
                  
                  $
                  -General
                        Partner management fees (Note 3)
                  
                  
                  194,850
                  
                  
                  332,736Brokerage
                      commissions payable
                  
                  
                  22,886
                  
                  
                  44,386Other
                      liabilities
                  
                  
                  177,872
                  
                  
                  22,198*Total
                      liabilities*
                  
                  
                  89,401,742
                  
                  
                  399,320**Commitments
                      and Contingencies**(Notes 3,
                      4 and 5)**Partners'
                      Capital**General
                      Partner
                  
                  
                  -
                  
                  
                  -Limited
                      Partners
                  
                  
                  432,381,650
                  
                  
                  803,949,254*Total
                      Partners' Capital*
                  
                  
                  432,381,650
                  
                  
                  803,949,254*Total
                      liabilities and partners' capital*
                  
                  $
                  521,783,392
                  
                  $
                  804,348,574Limited
                      Partners' units outstanding
                  
                  
                  6,900,000
                  
                  
                  15,500,000Net
                      asset value per unit
                  
                  $
                  62.66
                  
                  $
                  51.87Market
                      value per unit
                  
                  $
                  62.55
                  
                  $
                  51.60*See
                      accompanying notes to condensed financial statements.*
 2
 ***United
                            States Oil Fund, LP******Condensed
                            Schedule of Investments (Unaudited)******At
                            September 30, 2007*****Open
                            Futures Contracts****Gain
                            on Open****Number
                            of**
                        
                        **Commodity**
                        
                        **%
                            of Partners'****Contracts**
                        
                        **Contracts**
                        
                        **Capital****Foreign
                            Contracts**Crude
                            Oil Futures contracts, expires November 2007
                        
                        
                        300
                        
                        $
                        1,905,000
                        
                        
                        0.44**United
                            States Contracts**Crude
                              Oil Futures contracts, expires November 2007
                        
                        
                        4,992
                        
                        $
                        10,906,880
                        
                        
                        2.525,292
                        
                        $
                        12,811,880
                        
                        
                        2.96
  **Cash
                            Equivalents****Cost**
                        
                        **Market
                            Value****United
                            States - Money Market Funds**AIM
                            STIT- Liquid Assets Portfolio
                        
                        $
                        42,914,004
                        
                        $
                        42,914,004
                        
                        
                        9.93AIM
                            STIT- STIC Prime Portfolio
                        
                        
                        42,801,570
                        
                        
                        42,801,570
                        
                        
                        9.90Goldman
                            Sachs Financial Square Funds - Government Fund
                        
                        
                        20,065,046
                        
                        
                        20,065,046
                        
                        
                        4.64Goldman
                            Sachs Financial Square Funds - Prime Obligations Fund
                        
                        
                        42,468,375
                        
                        
                        42,468,375
                        
                        
                        9.82Goldman
                            Sachs Financial Square Funds - Treasury Instruments Fund
                        
                        
                        10,000,000
                        
                        
                        10,000,000
                        
                        
                        2.31$
                        158,248,995
                        
                        
                        158,248,995
                        
                        
                        36.60
  **Cash**
                        
                        
                        242,254,341
                        
                        
                        56.03**Total
                          cash and cash
                          equivalents**
                        
                        
                        400,503,336
                        
                        
                        92.63**Cash
                            on deposit with broker**
                        
                        
                        51,318,619
                        
                        
                        11.87**Liabilities,
                            less receivables and other assets**
                        
                        
                        (32,252,185
                        )
                        
                        (7.46
                        )**Total
                            Partners' Capital**
                        
                        $
                        432,381,650
                        
                        
                        100.00*See
                            accompanying notes to condensed financial statements.*
 3
 ***United
                                  States Oil Fund, LP******Condensed
                                  Statements of Operations (Unaudited)******For
                                  the three months ended September 30, 2007 and 2006, the nine
                                  months
                                  ended September 30, 2007******and
                                  the period from April 10, 2006 (commencement of
                                  operations) to September
                                  30, 2006*****Period
                                  from****Three
                                  months ended**
                              
                              
                              **Three
                                  months ended**
                              
                              
                              **Nine
                                  months ended**
                              
                              
                              **April
                                  10, 2006 to****September
                                  30, 2007**
                              
                              
                              **September
                                  30, 2006**
                              
                              
                              **September
                                  30, 2007**
                              
                              
                              **September
                                  30, 2006****Income**Gains
                                  (losses) on trading of commodity futures contracts:Realized
                                  gains (losses) on closed positions
                              
                              $
                              109,757,730
                              
                              
                              $
                              (54,453,070
                              )
                              
                              $
                              111,008,840
                              
                              
                              $
                              (65,861,220
                              )Change
                                  in unrealized gains (losses) on open positions
                              
                              
                              (22,790,310
                              )
                              
                              
                              (31,568,760
                              )
                              
                              
                              47,194,880
                              
                              
                              
                              (24,111,280
                              )Interest
                                  income
                              
                              
                              7,187,424
                              
                              
                              
                              4,235,056
                              
                              
                              
                              30,175,872
                              
                              
                              
                              6,118,863Other
                                  income
                              
                              
                              73,000
                              
                              
                              
                              40,000
                              
                              
                              
                              231,000
                              
                              
                              
                              81,000*Total
                                  income (loss)*
                              
                              
                              94,227,844
                              
                              
                              
                              (81,746,774
                              )
                              
                              
                              188,610,592
                              
                              
                              
                              (83,772,637
                              )**Expenses**General
                                  Partner management fees (Note 3)
                              
                              
                              721,676
                              
                              
                              
                              452,264
                              
                              
                              
                              3,007,089
                              
                              
                              
                              671,287Brokerage
                                  commissions
                              
                              
                              194,908
                              
                              
                              
                              129,645
                              
                              
                              
                              951,049
                              
                              
                              
                              199,945Other
                                  expenses
                              
                              
                              272,947
                              
                              
                              
                              -
                              
                              
                              
                              1,081,089
                              
                              
                              
                              -*Total
                                  expenses*
                              
                              
                              1,189,531
                              
                              
                              
                              581,909
                              
                              
                              
                              5,039,227
                              
                              
                              
                              871,232**Net
                                  income (loss)**
                              
                              $
                              93,038,313
                              
                              
                              $
                              (82,328,683
                              )
                              
                              $
                              183,571,365
                              
                              
                              $
                              (84,643,869
                              )**Net
                                  income (loss) per limited partnership unit**
                              
                              $
                              9.48
                              
                              
                              $
                              (12.76
                              )
                              
                              $
                              10.79
                              
                              
                              $
                              (10.33
                              )**Net
                                  income (loss) per weighted average limited partnership
                                  unit**
                              
                              $
                              9.35
                              
                              
                              $
                              (14.80
                              )
                              
                              $
                              11.46
                              
                              
                              $
                              (19.59
                              )**Weighted
                                  average limited partnership units outstanding**
                              
                              
                              9,945,652
                              
                              
                              
                              5,563,043
                              
                              
                              
                              16,017,949
                              
                              
                              
                              4,321,264*See
                                  accompanying notes to condensed financial statements.*
 4
 ***United
                          States Oil Fund, LP******Condensed
                          Statement of Changes in Partners' Capital
                          (Unaudited)******For
                          the nine months ended September 30, 2007*****General
                          Partner**
                      
                      **Limited
                          Partners**
                      
                      **Total****Balances,
                          at December 31, 2006**
                      
                      $
                      -
                      
                      $
                      803,949,254
                      
                      $
                      803,949,254Addition
                          of 56,700,000 partnership units
                      
                      
                      -
                      
                      
                      2,877,872,329
                      
                      
                      2,877,872,329Redemption
                          of 65,300,000 partnership units
                      
                      
                      -
                      
                      
                      (3,433,011,298
                      )
                      
                      (3,433,011,298
                      )Net
                          income
                      
                      
                      -
                      
                      
                      183,571,365
                      
                      
                      183,571,365**Balances,
                          at September 30, 2007**
                      
                      $
                      -
                      
                      $
                      432,381,650
                      
                      $
                      432,381,650**Net
                          Asset Value Per Unit**At
                          December 31, 2006
                      
                      $
                      51.87At
                          September 30, 2007
                      
                      $
                      62.66*See
                          accompanying notes to condensed financial
                          statements.*
  5
  ***United
                            States Oil Fund, LP******Condensed
                            Statements of Cash Flows (Unaudited)******For
                              the nine months ended September 30, 2007 and the period
                              from April 10,
                              2006 (commencement of operations) to September 30,
                              2006*****Period****from****Nine
                            months ended**
                        
                        **April
                            10, 2006 to****September
                            30, 2007**
                        
                        **September
                            30, 2006****Cash
                            Flows from Operating Activities:**Net
                            income (loss)
                        
                        $
                        183,571,365
                        
                        $
                        (84,643,869
                        )Adjustments
                            to reconcile net income (loss) to net cash used in operating
                            activities:Purchase
                            of investment securities
                        
                        
                        -
                        
                        
                        (160,000,000
                        )Increase
                            in commodity futures trading account - cash
                        
                        
                        35,805,017
                        
                        
                        (63,157,281
                        )Unrealized
                            (gains) losses on futures contracts
                        
                        
                        (47,194,880
                        )
                        
                        24,111,280Decrease
                            (increase) in interest receivable and other assets
                        
                        
                        1,390,231
                        
                        
                        (555,200
                        )(Decrease)
                            increase in management fees payable
                        
                        
                        (137,886
                        )
                        
                        171,244Decrease
                            in commissions payable
                        
                        
                        (21,500
                        )
                        
                        -Increase
                            in other liabilities
                        
                        
                        155,674
                        
                        
                        -*Net
                            cash used in operating activities*
                        
                        
                        173,568,021
                        
                        
                        (284,073,826
                        )**Cash
                            Flows from Financing Activities:**Subscription
                            of partnership units
                        
                        
                        2,858,056,667
                        
                        
                        967,563,778Redemption
                            of partnership units
                        
                        
                        (3,344,005,164
                        )
                        
                        (462,048,622
                        )*Net
                            cash provided by(used in) financing activities*
                        
                        
                        (485,948,497
                        )
                        
                        505,515,156**Net
                            (Decrease) Increase in Cash and Cash
                            Equivalents**
                        
                        
                        (312,380,476
                        )
                        
                        221,441,330**Cash
                            and Cash Equivalents**,
                            beginning of period
                        
                        
                        712,883,812
                        
                        
                        1,000**Cash
                            and Cash Equivalents**,
                            end of period
                        
                        $
                        400,503,336
                        
                        $
                        221,442,330*See
                            accompanying notes to condensed financial statements.*
  6


**United
      States Oil Fund, LP**


**Notes
      to Condensed Financial Statements**


**For
      the period ended September 30, 2007 (Unaudited)**




**NOTE
          1 - ORGANIZATION AND BUSINESS**
  United
          States Oil Fund, LP (the “Fund” or "USOF") is organized as a limited
          partnership under the laws of the state of Delaware. The Fund is a commodity
          pool that issues units that may be purchased and sold on the American Stock
          Exchange (the "AMEX"). The Fund will continue in perpetuity, unless terminated
          sooner upon the occurrence of one or more events as described in its Third
          Amended and Restated Agreement of Limited Partnership (the “Limited
          Partnership Agreement”). The investment objective of the Fund is for the changes
          in percentage terms of its net asset value to reflect the changes in percentage
          terms of the price of light, sweet crude oil delivered to Cushing,
          Oklahoma, as measured by the changes in the price of the futures contract
          on
          light, sweet crude oil as traded on the New York Mercantile Exchange (the
          "NYMEX") that is the near month contract to expire, except when the near
          month
          contract is within two weeks of expiration, in which case the futures contract
          will  be the next month contract to expire, less the Fund’s expenses. The
          Fund will accomplish its objective through investments in futures contracts
          for light, sweet crude oil, other types of crude oil, heating oil,
          gasoline, natural gas and other petroleum-based fuels that are traded on
          the
          NYMEX, ICE Futures and other U.S. and foreign exchanges (collectively, “Oil
          Futures Contracts”) and other oil interests such as cash-settled options on Oil
          Futures Contracts, forward contracts for oil, and over-the-counter transactions
          that are based on the price of oil. As of September 30, 2007, USOF held
          4,992
          Oil Futures Contracts traded on the NYMEX and 300 Oil Futures Contracts
          traded
          on the ICE Futures.
  The
          Fund
          commenced operations on April 10, 2006 and has a fiscal year ending on
          December
          31. Victoria Bay Asset Management, LLC is the general partner of the Fund
          (the
“General Partner”) and is also responsible for the management of the
          Fund. The
          General Partner is a member of the National Futures Association (the “NFA”) and
          became a commodity pool operator with the Commodity Futures Trading Commission
          effective December 1, 2005. Victoria
          Bay Asset Management, LLC is also the general partner of United
          States Natural Gas Fund, LP ("USNG") which listed its units on the AMEX
          under
          the ticker symbol "UNG" on April 18, 2007.
  The
            accompanying unaudited condensed 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 condensed 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 Unit determined as of 4:00 p.m. New York time
          on the day the order to create the basket is properly received. In addition,
          authorized purchasers pay the Fund a $1,000 fee for each order to create
          one or
          more Creation Baskets. Units
          can
          be purchased or sold on a nationally recognized securities exchange in
          smaller
          increments than a Creation Basket. Units purchased or sold on a nationally
          recognized securities exchange will not be made at the net asset value
          of the
          Fund but rather at market prices quoted on such exchange.
  In
          April
          2006, the Fund initially registered 17,000,000 Units on Form S-1 with the
          SEC.
On April 10, 2006, the Fund listed its Units on the
          AMEX under the
          ticker symbol “USO”. On that day, the Fund established its initial net asset
          value by setting the price at $67.39 per Unit and issued 200,000 Units
          in
          exchange for $13,478,000. The initial offering price of the initial Creation
          Basket was based on the closing price of the near month Oil Futures Contracts
          as
          traded and reported on the NYMEX on the last business day prior to the
          effective
          date of the Fund's initial registration statement filed on Form S-1. As of
          September 30, 2007, the Fund had 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 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 condensed statement of financial condition
          and in the difference between the original contract amount and the market
          value
          (as determined by exchange settlement prices for futures contracts and
          related
          options and cash dealer prices at a predetermined time for forward contracts,
          physical commodities and their related options) as of the last business
          day of
          the year or as of the last date of the condensed financial statements.
          Changes
          in the unrealized gains or losses between periods are reflected in the
          condensed
          statement of operations. The Fund earns interest on assets denominated in
          U.S. dollars on deposit with the futures commission merchant at the
          90-day Treasury bill rate less 50 basis points. In addition, the Fund earns
          interest on funds held at the custodian at prevailing market rates earned
          on
          such investments.
 
 **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.
  **Additions
              and Redemptions**
 
 Authorized
              purchasers may purchase Creation Baskets consisting of 100,000 Units
              from the
              Fund as of the beginning of each business day based upon the prior
              day’s net
              asset value.  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 Units in the Redemption Basket determined as of 4:00
              p.m. New York time on the day the order to redeem the basket is properly
              received.
 
 The
              Fund
              receives or pays the proceeds from Units sold or redeemed one business
              day after
              the trade-date of the purchase or redemption.  The amounts due from
              authorized purchasers are reflected in the Fund’s condensed statement of
              financial condition as receivable for Units sold, and amounts payable
              to
              authorized purchasers upon redemption are reflected as payable for
              Units
              redeemed.
 **Partnership
          Capital and Allocation of Partnership Income and Losses**
 
 Profit
          or
          loss is allocated among the partners of the Fund in proportion to the number
          of
          Units each partner holds as of the close of each month. The General Partner
          may
          revise, alter or otherwise modify this method of allocation as described
          in the
          Limited Partnership Agreement.
 7
 **Calculation
            of Net Asset Value**
 
 The
            Fund
            calculates its net asset value on each trading day by taking the current
            market
            value of its total assets, subtracting any liabilities and dividing the
            amount
            by the total number of Units issued and outstanding. The Fund uses
            the closing price for the contracts on the relevant exchange on that day
            to
            determine the value of contracts held on such exchange.
  **Net
          Income (Loss) per 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 September 30, 2007.
  **Offering
            Costs**
 
 Offering
            costs incurred in connection with the registration of additional Units
            after the
            initial registration of Units are 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**
 
 Cash
          and
          cash equivalents include money market portfolios and overnight time deposits
          with original maturity dates of three months or less.
 
 **Use
          of Estimates**
 
 The
          preparation of condensed 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 condensed financial statements, and the
          reported
          amounts of the revenue and expenses during the reporting period. Actual
          results
          could differ from those estimates and assumptions.
  **NOTE 3
            - FEES PAID BY THE FUND AND RELATED PARTY TRANSACTIONS**
 
 **General
            Partner Management Fee**
  Under
            the
            Limited Partnership Agreement, the General Partner is responsible for
            investing
            the assets of the Fund in accordance with the objectives and policies
            of the
            Fund. In addition, the General Partner has arranged for one or more third
            parties to provide administrative, custody, accounting, transfer agency
            and
            other necessary services to the Fund. For these services, the Fund is
            contractually obligated to pay the General Partner a fee, which is paid
            monthly
            and based on average daily net assets, that is equal to 0.50% per annum
            on
            average daily net assets of $1,000,000,000 or less and 0.20% per annum
            on
            average daily net assets that are greater than $1,000,000,000.
  **Ongoing
            Registration Fees and Other Offering
            Expenses**
  Since
              January 19, 2007, offering costs incurred in connection with the registration
              of
              additional Units are borne by the Fund. These costs include registration or
              other fees paid to regulatory agencies in connection with the offer
              and sale of
              Units, and all legal, accounting, printing and other expenses associated
              with such offer and sale. For the nine month period ended September
              30, 2007, the Fund incurred $384,058 in registration fees and other
              offering expenses.
 **Director's
            Fees**
  The
            Fund
            is responsible for paying the fees and expenses, including directors'
            and
            officers' liability insurance, of the independent directors of the General
            Partner who are also audit committee members. The Fund shares these
            fees with USNG based on the relative assets of each fund, computed on
            a daily
            basis. These fees for calendar year 2007 are estimated to be a total
            of $276,000
            for both funds.
  **Licensing
            Fees**
  As
            discussed in Note 4, the Fund entered into a licensing agreement with the
            NYMEX on May 30, 2007. The agreement has an effective date of April 10,
            2006.
            Pursuant to the agreement, the Fund and the affiliated funds managed
            by the
            General Partner pay a licensing fee that is equal to 0.04% for the
            first $1,000,000,000 of combined assets of the funds and 0.02% for combined
            assets above $1,000,000,000. Since inception, the Fund has incurred
            $336,372 under this arrangement.
  **Investor
              Tax Reporting
              Cost**
  The
              fees
              and expenses associated with the Fund's tax accounting and reporting
              requirements, with the exception of certain initial implementation
              service fees
              and base service fees which will be borne by the General Partner, will be
              paid by the Fund. These costs are estimated to be $450,000 for the year
              ending December 31, 2007.
  **Other
            Expenses and Fees**
  In
            addition to the fees described above, the
            Fund pays all brokerage fees, taxes and other expenses in connection with
            the operation of the Fund, excluding costs and expenses paid by the General
            Partner as outlined in Note 4.
 8
 **NOTE
            4 - CONTRACTS AND AGREEMENTS**
 
 The
            Fund
            is party to a marketing agent agreement, dated as of March 13, 2006,
            with ALPS
            Distributors Inc. (“ALPS”), a Colorado corporation, whereby ALPS provides
            certain marketing services for the Fund as outlined in the agreement.
            The fees
            of the marketing agent, which are borne by the General Partner, include
            a
            marketing fee of $425,000 per annum plus the following incentive fee:
            0.00% on
            Fund assets from $0 to $500 million; 0.04% on Fund assets from $500 million
            to $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.
 The
          Fund
          is also party to a custodian agreement, dated March 13, 2006, with Brown
          Brothers Harriman & Co. (“Brown Brothers”), whereby Brown Brothers holds
          investments on behalf of the Fund. The General Partner pays the fees of
          the
          custodian, which shall be determined by the parties from time to time.
          In
          addition, the Fund is party to an administrative agency agreement, dated
          March
          13, 2006, with the General Partner and Brown Brothers, whereby Brown
          Brothers acts as the administrative agent, transfer agent and registrar
          for the
          Fund. The General Partner also pays the fees of Brown Brothers for its
          services
          under this agreement and such fees will be determined by the parties from
          time
          to time.
 
 Currently,
          the General Partner pays Brown Brothers for its services, in the foregoing
          capacities, the greater of a minimum amount of $125,000 annually or an
          asset
          charge of (a) 0.06% for the first $500 million of USOF's and USNG's combined
          net
          assets, (b) 0.0465% for USOF's and USNG's combined net assets greater than
          $500
          million but less than $1 billion, and (c) 0.035% for USOF's and USNG's
          combined
          net assets in excess of $1 billion. The General Partner also pays a $25,000
          annual fee for transfer agency services and transaction fees ranging
          from $7.00 to $15.00 per transaction.
 
 The
          Fund
          invests primarily in Oil Futures Contracts traded on the NYMEX. On May
          30, 2007,
          the Fund and the NYMEX entered into a license agreement whereby the
          Fund was granted a non-exclusive license to use certain of the NYMEX’s
          settlement prices and service marks. The agreement has an effective date
          of
          April 10, 2006. Under the license agreement, the Fund and the affiliated
          funds managed by the General Partner pay the NYMEX an asset-based fee for
          the license, the terms of which are described in Note 3.
 
 The
          Fund
          expressly disclaims any association with the NYMEX or endorsement of the
          Fund by
          the NYMEX and acknowledges that “NYMEX” and “New York Mercantile Exchange” are
          registered trademarks of the NYMEX.
 
 The
          Fund
          has entered into a brokerage agreement with UBS Securities LLC (the "Futures
          Commission Merchant"). The
          agreement requires the Futures Commission Merchant to provide services
          to the
          Fund in connection with the purchase and sale of Oil Futures Contracts and
          other oil interests that may be purchased and sold by or through the Futures
          Commission Merchant for the Fund’s account.The agreement provides that
          the Futures Commission Merchant charge the Fund commissions of approximately
          $7
          per round-turn trade, plus applicable exchange and NFA fees for Oil Futures
          Contracts and options on Oil Futures Contracts.
  **NOTE
          5 - FINANCIAL INSTRUMENTS, OFF-BALANCE SHEET RISKS AND
          CONTINGENCIES**
 
 The
          Fund
          engages in the speculative trading of Oil Futures Contracts and options on
          Oil Futures Contracts (collectively, “derivatives”). The Fund is exposed to both
          market risk, which is the risk arising from changes in the market value
          of the
          contracts, and credit risk, which is the risk of failure by another party
          to
          perform according to the terms of a contract.
 
 All
          of
          the contracts currently traded by the Fund are exchange-traded. The risks
          associated with exchange-traded contracts are generally perceived to be
          less
          than those associated with over-the-counter transactions since, in
          over-the-counter transactions, the Fund must rely solely on the credit
          of its
          respective individual counterparties. However, in the future, if the Fund
          were
          to enter into non-exchange traded contracts, it would be subject to the
          credit
          risk associated with counterparty non-performance. The credit risk from
          counterparty non-performance associated with such instruments is the net
          unrealized gain, if any. The Fund also has credit risk, since the sole
          counterparty to all domestic and foreign futures contracts is the
          exchange on which the relevant contracts are traded. In addition, the Fund
          bears the risk of financial failure by the clearing broker.
  The
          purchase and sale of futures and options on futures contracts requires
          margin
          deposits with a futures commission merchant. Additional deposits may be
          necessary for any loss on contract value. The Commodity Exchange Act requires
          a
          futures commission merchant to segregate all customer transactions and
          assets
          from the futures commission merchant’s proprietary activities.
 
 The
          Fund’s cash and other property, such as U.S. Treasury Bills, deposited with
          a
          futures commission merchant are considered commingled with all other customer
          funds subject to the futures commission merchant’s segregation requirements. In
          the event of a futures commission merchant’s insolvency, recovery may be limited
          to a pro rata share of segregated funds available. It is possible that
          the
          recovered amount could be less than the total amount of cash and other
          property
          deposited.
  USOF
          invests its cash in money market funds that seek
          to maintain a stable net asset value.  USOF is exposed to any risk of loss
          associated with an investment in these money market funds. As
          of September 30, 2007, USOF had deposits in domestic and foreign financial
          institutions in the amount of $293,572,960. This amount is subject to loss
          should these institutions cease operations.
 9
 For
          derivatives, risks arise from changes in the market value of the contracts.
          Theoretically, the Fund is exposed to market risk equal to the value of
          futures
          contracts purchased and unlimited liability on such contracts sold short.
          As
          both a buyer and a seller of options, the Fund pays or receives a premium
          at the
          outset and then bears the risk of unfavorable changes in the price of the
          contract underlying the option.
  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
          requiring review of the credit standing of each broker or counterparty
          with
          which it conducts business.
 
 The
          financial instruments held by the Fund are reported in its condensed statement
          of financial condition at market or fair value, or at carrying amounts
          that
          approximate fair value, because of their highly liquid nature and short-term
          maturity.
 
 On
          March
          17, 2006, the Fund received a letter from Goldman, Sachs & Co. (“Goldman
          Sachs”) providing the Fund notice under 35 U.S.C. Section 154(d) of two
          pending United States patent applications, Publication Nos. 2004/0225593A1
          and
          2006/0036533A1. The Fund is currently reviewing the Goldman Sachs published
          patent applications, and has engaged in discussions with Goldman Sachs
          regarding
          its pending applications and the Fund’s own pending patent application. The Fund
          is unable to determine the outcome of this matter at this time, due in
          part to the fact that the Goldman Sachs patent applications are pending
          and have
          not been issued as U.S. Patents.
  **NOTE 6
          - FINANCIAL HIGHLIGHTS**
 
 The
          following table presents per Unit performance data and other supplemental
          financial data for the nine months ended September 30, 2007 and the period
          from
          April 10, 2006 (commencement of operations) to September 30, 2006 for the
          limited partners. This information has been derived from information presented
          in the condensed financial statements.
  **For
                      the period from****For
                      the nine months ended**
                  
                  **April
                      10, 2006 to**
                  ********
                  ****
                  **September
                      30, 2007**
                  ****
                  **September
                      30, 2006**
                  ********
                  ****
                  **(Unaudited)**
                  ****
                  **(Unaudited)****Per
                      Unit Operating Performance:**Net
                      asset value, beginning of period
                  
                  $
                  51.87
                  
                  $
                  67.39Total
                      income (loss)
                  
                  
                  11.10
                  
                  
                  (10.13
                  )Total
                      expenses
                  
                  
                  (0.31
                  )
                  
                  (0.20
                  )Net
                      increase/(decrease) in net asset value
                  
                  
                  10.79
                  
                  
                  (10.33
                  )Net
                      asset value, end of period
                  
                  $
                  62.66
                  
                  $
                  57.06**Total
                      Return**
                  
                  
                  20.80
                  %
                  
                  (15.33
                  )%**Ratios
                      to Average Net Assets (annualized)**Total
                      income (loss)
                  
                  
                  30.94
                  %
                  
                  (62.31
                  )%Expenses
                      excluding management fees
                  
                  
                  (0.33
                  )%
                  
                  (0.15
                  )%Management
                      fees
                  
                  
                  (0.50
                  )%
                  
                  (0.50
                  )%Net
                      income (loss)
                  
                  
                  30.11
                  %
                  
                  (62.96
                  )%
  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**
  On
            October 31, 2007, the Fund filed a Registration Statement on Form S-3
            with the
            SEC to register an additional 30,000,000 Units.
 10
 **Item 2.**
                **Management's
                    Discussion and Analysis of Financial Condition and Results of
                    Operations**




The
        following discussion should be read in conjunction with the consolidated
        financial statements and the notes thereto of United States Oil Fund, LP
        ("USOF") included elsewhere in this quarterly report on Form 10-Q.
  *Forward-Looking
        Information*
  This
        quarterly report on Form 10-Q, including this “Management’s Discussion and
        Analysis of Financial Condition and Results of Operations,” contains
        forward-looking statements regarding the plans and objectives of management
        for
        future operations. This information may involve known and unknown risks,
        uncertainties and other factors that may cause USOF’s actual results,
        performance or achievements to be materially different from future results,
        performance or achievements expressed or implied by any forward-looking
        statements. Forward-looking statements, which involve assumptions and describe
        USOF's future plans, strategies and expectations, are generally identifiable
        by
        use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,”
“believe,” “intend” or “project,” the negative of these words, other
        variations on these words or comparable terminology. These forward-looking
        statements are based on assumptions that may be incorrect, and USOF cannot
        assure investors that the projections included in these forward-looking
        statements will come to pass. USOF's actual results could differ materially
        from
        those expressed or implied by the forward-looking statements as a result
        of
        various factors.
  USOF
        has
        based the forward-looking statements included in this quarterly report on
        Form
        10-Q on information available to it on the date of this quarterly report
        on Form
        10-Q, and USOF assumes no obligation to update any such forward-looking
        statements. Although USOF undertakes no obligation to revise or update any
        forward-looking statements, whether as a result of new information, future
        events or otherwise, investors are advised to consult any additional disclosures
        that USOF may make directly to them or through reports that USOF in the
        future files with the U.S. Securities and Exchange Commission (the "SEC"),
        including annual reports on Form 10-K, quarterly reports on Form 10-Q and
        current reports on Form 8-K.
  **Introduction**
 
 USOF,
        a
        Delaware limited partnership, is a commodity pool that issues units that
        may be purchased and sold on the American Stock Exchange (the "AMEX"). The
        investment objective of USOF is for changes in percentage terms of the
        units’ net asset value ("NAV") on a daily basis to reflect the changes
        in percentage terms in the spot price of light, sweet crude oil delivered
        to Cushing, Oklahoma, also on a daily basis, as measured by the changes in
        the
        price of the futures contract on light, sweet crude oil as traded on the
        New
        York Mercantile Exchange (the "NYMEX") that is the near month contract to
        expire, except when the near month contract is within two weeks of expiration,
        in which case the futures contract will be the next month contract to expire,
        less USOF’s expenses.
 
 USOF
        seeks to achieve its investment objective by investing in a combination of
        oil
        futures contracts and other oil interests such that changes in USOF’s NAV,
        measured in percentage terms, will closely track the changes in the price
        of a specified oil futures contract (the "Benchmark Oil Futures Contract"),
        also
        measured in percentage terms. USOF’s General Partner believes the Benchmark Oil
        Futures Contract historically has exhibited a close correlation with the
        spot
        price of 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 light, sweet crude
        oil
        or any particular futures contract based on 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 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 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
        with the Commodity Futures Trading Commission, is authorized by the Third
        Amended and Restated Agreement of Limited Partnership of USOF (the "LP
        Agreement") to manage USOF. The General Partner is authorized by USOF in
        its
        sole judgment to employ, establish the terms of employment for and terminate
        commodity trading advisors or futures commission merchants.
  **Valuation
          of Crude Oil Futures Contracts and the Computation of the
          NAV**
 
 The
          NAV
          of the units is calculated once each trading day as of the earlier of the
          close
          of the New York Stock Exchange  (the "NYSE") or  4:00 p.m. New
          York time. The NAV for a particular trading day is released after 4:15 p.m.
          New York time. Trading on the AMEX typically closes at 4:15 p.m. New
          York time. USOF uses the NYMEX closing price (determined at the earlier
          of the
          close of that exchange or 2:30 p.m. New York time) for the contracts held
          on the NYMEX, but calculates or determines the value of all other USOF
          investments, including ICE Futures or other futures contracts, as of the
          earlier
          of the close of the NYSE or 4:00 p.m. New York time.
 11
 **Management’s
        Discussion of Results of Operations and the Crude Oil
        Market**
 
 *Results
        of Operations.* On
        April 10, 2006, USOF listed its units on the AMEX under the ticker symbol
“USO.”
On that day USOF established its initial offering price at $67.39 per Unit
        and
        issued 200,000 units to the initial authorized purchaser, KV Execution Services
        LLC, in exchange for $13,478,000 in cash.
  Since
          its
          initial offering of 17,000,000 units, USOF has made two subsequent offerings
          of
          its units: 30,000,000 units which were registered with the SEC on October
          18,
          2006 and an additional 50,000,000 units which were registered with the
          SEC on
          January 30, 2007. Units offered by USOF in subsequent offerings were
          sold by it for cash at the units’ NAV as described in the applicable prospectus.
          As of September 30, 2007, USOF had issued 85,700,000 units, of which
          6,900,000 were outstanding.
 
 More
          units have been issued than are outstanding due to the redemption of units
          as
          contemplated and permitted under the LP Agreement. Unlike funds that are
          registered under the Investment Company Act of 1940, as amended, units
          that have
          been redeemed by USOF cannot be resold by USOF without registration of
          their
          offering with the SEC. As
          a
          result, USOF anticipates that further offerings of its units will be registered
          with the SEC in the future in anticipation of additional
          issuances.
  As
        of
        September 30, 2007, the total unrealized gain on crude oil futures
        contracts owned or held on that day was $12,811,880 and USOF established
        cash
        deposits that were equal to $451,821,955. The majority of those cash assets
        were held in overnight deposits at USOF’s custodian bank, while 11.4% of the
        cash balance was held as margin deposits with the Futures Commission Merchant
        for the Oil Futures Contracts purchased. The ending per unit NAV on September
        30, 2007 was $62.66.
  *Portfolio
        Expenses*. USOF’s expenses consist of management fees, brokerage fees
        and commissions, certain offering costs, licensing fees and the fees and
        expenses of the independent directors of the General Partner.
        The management fee that USOF pays to the General Partner is calculated as a
        percentage of the total net assets of USOF. For total net assets of up to
        $1
        billion, the management fee is 0.5%. For total net assets over $1 billion,
        the management fee is 0.2% on the incremental amount of assets. During the
        period from January 1, 2007 to September 30, 2007, the daily average total
        net assets of USOF were $815,003,993. During the period from January
        1, 2007 to September 30, 2007, the total net assets of USOF did exceed $1
        billion on a number of days. The management fee paid by USOF amounted to
        $3,007,089, which was calculated at the 0.50% rate for total net assets up
        to
        and including $1 billion and at the rate of 0.20% on total net assets over
        $1
        billion, and accrued daily. Management expenses as a percentage of total
        net
        assets averaged 0.50% over the course of the nine month period. By comparison,
        for the three months ended September 30, 2006, the average daily total net
        assets of USOF was approximately $359,609,583. At no time during the quarter
        did
        the total net assets rise above the $1 billion level. The investment advisory
        fee paid by USOF amounted to $452,264. Management expenses as a percentage
        of
        total net assets averaged 0.50% over the course of this three month
        period.
  USOF pays
        for all brokerage fees, taxes and other expenses, including licensing fees
        for
        the use of intellectual property, ongoing registration or other fees paid
        to the
        SEC, the Financial Industry Regulatory Authority ("FINRA") and any other
        regulatory agency in connection with subsequent offers and sales of its units
        and all legal, accounting, printing and other expenses associated
        therewith. For the nine month period ended September 30, 2007,
        USOF incurred $384,058 in ongoing registration fees and other offering
        expenses. USOF is responsible for paying the fees and expenses, including
        directors' and officers' liability insurance, of the independent directors
        of
        the General Partner who are also audit committee members. USOF shares
        these fees with United States Natural Gas Fund, LP ("USNG") based on the
        relative assets of each fund computed on a daily basis. These fees for calendar
        year 2007 are estimated to be a total of $276,000 for both funds. By comparison,
        for the three months ended September 30, 2006, the cost of registration fees,
        as
        well as director’s and officer’s liability insurance for the independent
        directors of the General Partner who are also audit committee members, were
        paid
        for by the General Partner and were not an expense of USOF.
  USOF
        also
        incurs commissions to brokers for the purchase and sale of futures contracts,
        Other Oil Interests or short-term obligations of the United States of two
        years or less ("Treasuries"). For the three and nine months ended September
        30,
        2007, total commissions paid to brokers amounted to $194,908 and $951,049,
        respectively. Prior to the initial offering, USOF had estimated that its
        annual
        level of such commissions was expected to be 0.35% of total net assets. As
        an annualized percentage of total net assets, the figures for the three and
        nine months ended September 30, 2007 represent approximately 0.14%
        and  0.16%, respectively, of total net assets. By
        comparison, for the three months ended September 30, 2006, total commissions
        paid amounted to $129,645. However, the average daily net assets of USOF
        during
        that time period were smaller than during the same time period in 2007. As
        an
        annualized percentage of total net assets, the third quarter of 2006 figure
        represents approximately 0.14%. 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 Treasuries, cash and/or cash
        equivalents. 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 Treasuries, cash and/or cash equivalents earn
        interest that accrues on a daily basis. For the three and nine months ended
        September 30, 2007, USOF earned $7,187,424 and $30,175,872,
        respectively, in interest income on such cash holdings. Based on USOF’s
        average daily total net assets, this is equivalent to an annualized yield
        of
        5.05% and 4.95%, respectively. USOF did not purchase Treasuries during the
        period from January 1, 2007 through September 30, 2007 and held all of its
        funds in cash or cash equivalents during this time period. By comparison,
        for
        the three months ended September 30, 2006, USOF earned $4,235,056 in interest
        income on cash holdings. Based on USOF’s average daily total net assets during
        this time period, which were smaller than for the same time period in 2007,
        the
        interest earned equaled an annualized yield of 4.7%.
  *Tracking
          USOF’s Benchmark* .
          USOF
          seeks to manage its portfolio such that changes in its average daily NAV,
          on a
          percentage basis, closely track changes in the average daily price of the
          Benchmark Oil Futures Contract, also on a percentage basis. Specifically,
          USOF
          seeks to manage its portfolio such that over any rolling period of 30
          valuation days, the average daily change in the NAV is within a range of
          90% to
          110% (0.9 to 1.1) of the average daily change of the Benchmark Oil Futures
          Contract. As an example, if the average daily movement of the Benchmark
          Oil
          Futures Contract for a particular 30-day time period was 0.5% per day,
          USOF
          management would attempt to manage the portfolio such that the average
          daily
          movement of the NAV during that same time period fell between 0.45% and
          0.55%
          ( *i.e* .,
          between 0.9 and 1.1 of the benchmark’s results). USOF’s portfolio management
          goals do not include trying to make the nominal price of USOF’s NAV equal to the
          nominal price of the current Benchmark Oil Futures Contract or the spot
          price
          for oil. Management believes that it is not practical to manage the portfolio
          to
          achieve such an investment goal when investing in listed crude oil futures
          contracts.
 12
 For
        the
        30 valuation days ended September 30, 2007, the simple average daily change
        in
        the Benchmark Oil Futures Contract was 0.525%, while the simple average daily
        change in the NAV of USOF over the same time period was 0.541%. 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 2.07%, 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 September 30,
          2007, the simple average daily change in the Benchmark Oil Futures Contract
          was
          -0.017 %,
          while
          the simple average daily change in the NAV of USOF over the same time period
          was
          -0.006 %.
          The
          average daily difference was 0.011% (or 1.1 basis point, where 1 basis
          point
          equals 1/100 of 1%). As a percentage of the daily movement of the Benchmark
          Oil
          Futures Contract, the average error in daily tracking by the NAV was
          3.17 %,
          meaning that over this time period USOF’s tracking error was within the plus or
          minus 10% range established as its benchmark tracking goal.
 
 An
          alternative tracking measurement of the return performance of USOF versus
          the
          return of its Benchmark Oil Futures Contract can be calculated by comparing
          the
          actual return of USOF, measured by changes in its NAV, versus the *expected* changes
          in its NAV under the assumption that USOF’s returns had been exactly the same as
          the daily changes in its Benchmark Oil Futures Contract.
  For
          the
          period from July 1, 2007 through September 30, 2007, the actual total
          return of USOF as measured by changes in its NAV was 17.83 %.
          This
          is based on an initial NAV of $53.18 on June 30, 2007 and an ending
          NAV as of September 30, 2007 of $62.66. 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 third quarter of 2007 with an
          estimated NAV of $61.99 ,
          for a
          total return over the relevant time period of 16.58 %.
          The
          difference between the actual NAV total return of USOF of 17.83 %
          and the
          expected total return based on the Benchmark Oil Futures Contracts of
          16.58 %
          was an
          error over the time period of +1.25 %,
          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 nine month period ended September 30, 2007, USOF also
          collected fees from brokerage firms creating or redeeming baskets of units.
          This
          income also contributed to USOF’s actual return exceeding the benchmark results.
          However, if the total assets of USOF continue to increase, management believes
          that the impact on total returns of these fees from creations and redemptions
          will diminish as a percentage of the total return.
  There
          are
          currently three factors that have, during the latest period, or are most
          likely
          to impact USOF’s ability to accurately track its Benchmark Oil Futures
          Contract.
 
 First, USOF
          may buy or sell its holdings in the then current Benchmark Oil Futures
          Contract
          at a price other than the closing settlement price of that contract on
          the day
          in which USOF executes the trade. In that case, USOF may get a price that
          is
          higher, or lower, than that of the Benchmark Oil Futures Contract,
          which, could cause the changes in the daily NAV of USOF to either be too
          high or too low relative to the changes in the daily benchmark. In the
          third quarter
          of 2007, management attempted to minimize the effect of these transactions
          by
          seeking to execute its purchase or sales of the Benchmark Oil Futures Contracts
          at, or as close as possible to, the end of the day settlement price. However,
          it may not always be possible for USOF to obtain the closing settlement
          price and there is no assurance that failure to obtain the closing settlement
          price in the future will not adversely impact USOF’s attempt to track its
          benchmark over time.
  Second,
          USOF earns interest on its cash and Treasury holdings. USOF is not required
          to distribute any portion of its income to its unitholders and did not
          make any
          distribution to unitholders in the third quarter of 2007. Interest payments,
          and
          any other income, were retained within the portfolio and added to USOF’s NAV.
          When this income exceeds the level of USOF’s expenses for its management
          fee, brokerage commissions and other expenses (including ongoing
          registration fees, licensing fees and the fees and expenses of the
          independent directors of the General Partner), USOF will realize a net
          yield
          that will tend to cause daily changes in the NAV of USOF to track slightly
          higher than daily changes in the Benchmark Oil Futures Contracts. During
          the
          third quarter of 2007, USOF earned, on an annualized basis, approximately
          5.05% on its
          cash holdings. It also incurred cash expenses on an annualized basis of
          0.50%
          for management fees and approximately 0.14% in brokerage commission costs
          related to the purchase and sale of futures contracts, and 0.19% for other
          expenses. The foregoing fees and expenses resulted in a net yield on an
          annualized basis of approximately 4.21% and affected USOF’s ability to track its
          benchmark. If short-term interest rates rise above the current levels,
          the level
          of deviation created by the yield would increase. Conversely, if short-term
          interest rates were to decline, the amount of error created by the yield
          would
          decrease. If short-term yields drop to a level lower than the combined
          expenses
          of the management fee and the brokerage commissions, then the tracking
          error
          would become a negative number and would tend to cause the daily returns
          of the
          NAV to underperform the daily returns of the Benchmark Oil Futures
          Contracts.
  Third, USOF
            may hold Other Oil Interests in its portfolio that may fail to closely
            track the Benchmark Oil Futures Contract's total return movements. In
            that case,
            the error in tracking the benchmark could result in daily changes in
            the NAV of
            USOF that are either too high, or too low, relative to the daily changes
            in the
            benchmark. During the third quarter of 2007, USOF did not hold any Other
            Oil
            Interests. However, there can be no assurance that in future quarters
            USOF will
            not make use of such Other Oil Interests.
  During
              the third quarter of 2007, the prices of front month futures contracts rose from
              near the $70.00 level to approximately the $81.00 level. The price
              of front
              month contracts were also higher than the price of second or third
              month
              contracts for most of this time period.
 *Term
              Structure of Crude Oil Futures Prices and the Impact on Total Returns.* Several
              factors determine the total return from investing in a futures contract
              position. One factor that impacts the total return that will result from
              investing in near month crude oil futures contracts and “rolling” those
              contracts forward each month is the price relationship between the
              current near
              month contract and the next month contract. If the price of the near
              month
              contract is higher than the next month contract (a situation referred
              to as
“backwardation” in the futures market), then absent any other change there is a
              tendency for the price of a next month contract to rise in value as
              it becomes
              the near month contract and approaches expiration. Conversely, if the
              price of a
              near month contract is lower than the next month contract (a situation
              referred
              to as “contango” in the futures market), then absent any other change there is a
              tendency for the price of a next month contract to decline in value
              as it
              becomes the near month contract and approaches expiration.
 As
                an
                example, assume that the price of crude oil for immediate delivery
                (the “spot”
price), was $50 per barrel, and the value of a position in the near
                month
                futures contract was also $50. Over time, the price of the barrel
                of crude oil
                will fluctuate based on a number of market factors, including demand for
                oil relative to its supply. The value of the near month contract
                will likewise
                fluctuate in reaction to a number of market factors. If investors seek to
                maintain their holding in a near month contract position and not
                take delivery
                of the oil, every month they must sell their current near month contract
                as it
                approaches expiration and invest in the next month contract.
 14
 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 Treasuries,
          cash and/or cash equivalents), the value of the next month contract would
          rise
          as it approaches expiration and becomes the new near month contract. In
          this
          example, the value of the $50 investment would tend to rise faster than
          the spot
          price of crude oil, or fall slower. As a result, it would be possible in
          this
          hypothetical example for the price of spot crude oil to have risen to $60
          after
          some period of time, while the value of the investment in the futures contract
          would have risen to $65, assuming backwardation is large enough or enough
          time
          has elapsed. Similarly, the spot price of crude oil could have fallen to
          $40
          while the value of an investment in the futures contract could have fallen
          to
          only $45. Over time, if backwardation remained constant, the difference
          would
          continue to increase.
 
 If
          the
          futures market is in contango, the investor would be buying a next month
          contract for a higher price than the current near month contract.
          Hypothetically, and assuming no other changes to either prevailing crude
          oil
          prices or the price relationship between the spot price, the near month
          contract
          and the next month contract (and ignoring the impact of commission costs
          and the
          interest earned on cash), the value of the next month contract would fall
          as it
          approaches expiration and becomes the new near month contract. In this
          example,
          it would mean that the value of the $50 investment would tend to rise slower
          than the spot price of crude oil, or fall faster. As a result, it would
          be
          possible in this hypothetical example for the spot price of crude oil to
          have risen to $60 after some period of time, while the value of the investment
          in the futures contract will have risen to only $55, assuming contango
          is large
          enough or enough time has elapsed. Similarly, the spot price of crude oil
          could
          have fallen to $45 while the value of an investment in the futures contract
          could have fallen to $50. Over time, if contango remained constant, the
          difference would continue to increase.
  Historically,
          the oil futures markets have experienced periods of contango and
          backwardation, with backwardation being in place more often than contango.
          During the past two years, including 2006 and the first half of 2007, these
          markets have experienced contango. However,
          starting early in the third quarter of 2007 the crude oil futures market
          moved
          into backwardation.While the investment objective of USOF is not to
          have the market price of its units match, dollar for dollar, changes in
          the spot
          price of oil, contango and backwardation have 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
          made during the second quarter of 2007,  a
          period
          of contango in the crude oil markets, decreased by -0.71%, while the spot
          price
          of crude oil for immediate delivery during the same period increased by
          7.30%. Conversely,
          an investment made in USOF units during the third quarter of 2007, a period
          in
          which the crude oil futures market was mostly in backwardation, increased
          by
          17.82% while the spot price of crude oil increased by 15.53% (note: these
          comparisons ignore the potential costs associated with physically owning
          and
          storing crude oil which could be substantial).These periods of
          contango do not meaningfully impact USOF’s investment objective of having
          percentage changes in its per unit NAV track percentage changes in the
          price of
          the Benchmark Oil Futures Contract since the impact of backwardation and
          contango tended to equally impact the percentage changes in price of both
          USOF’s
          units and the Benchmark Oil Futures Contract. It is impossible to predict
          with any degree of certainty whether backwardation or contango will occur
          in the
          future. It is likely that both conditions will occur during different periods.
  *Crude
            Oil Market.* During
            the period from July 1, 2007 to September 30, 2007, crude oil prices
            were
            impacted by several factors. On the consumption side, demand remained
            strong as
            continued global economic growth, especially in emerging economies such
            as China
            and India, remained brisk. On the supply side, production remained steady
            despite concerns about violence impacting production in Iraq and Nigeria.
            At the
            same
            time, a concern remains about the ability of major oil producing countries
            to
            continue to raise their production to accommodate increasing
            demand.
  **Critical
          Accounting Policies**
 
 Preparation
          of the condensed 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 condensed financial statements and related
          disclosures and has determined that the valuation of its investments which
          are not traded on a United States or internationally recognized futures
          exchange
          (such as forward contracts and over-the-counter contracts) involves a critical
          accounting policy. To the extent USOF makes such investments, the values
          used by USOF for its forward contracts will be provided by its commodity
          broker
          who values over-the-counter contracts based on the present value of
          estimated future cash flows that would be received from or paid to a third
          party
          in settlement of these derivative contracts prior to their delivery date
          and
          valued on a daily basis. In addition, USOF estimates interest income on
          a daily
          basis using prevailing interest rates earned on its cash and cash
          equivalents. These estimates are adjusted to the actual amount received on
          a monthly basis and the difference, if any, is not considered
          material.
 
 **Liquidity
          and Capital Resources**
 
 USOF
          has
          not made, and 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 the Treasuries, cash
          and/or cash equivalents 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 Treasuries, cash and/or cash equivalents. USOF
          has
          allocated substantially all of its net assets to trading in oil interests.
          A
          significant portion of its NAV was held in Treasuries, cash and/or cash
          equivalents that was used as margin for USOF's trading in oil
          interests. Treasuries, cash and/or cash equivalents 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.
 15
 USOF's
          investment in oil interests may be subject to periods of illiquidity because
          of
          market conditions, regulatory considerations and other reasons. For example,
          commodity exchanges limit the fluctuations in Oil Futures Contracts prices
          during a single day by regulations referred to as “daily limits.” During a
          single day, no trades may be executed at prices beyond the daily limit.
          Once the
          price of an Oil Futures Contract has increased or decreased by an amount
          equal
          to the daily limit, positions in the contracts can neither be taken nor
          liquidated unless the traders are willing to effect trades at or within
          the
          specified daily limit. Such market conditions could prevent USOF from promptly
          liquidating its positions in Oil Futures Contracts. For the period from
          July 1,
          2007 through September 30, 2007, USOF was not forced to purchase or liquidate
          any of its positions while daily limits were in effect; however, USOF cannot
          predict whether such an event may occur in the future.
  Prior
          to
          March 23, 2007, all payments with respect to USOF's
          and the General Partner's expenses were paid by their affiliates.
Neither
          USOF nor the General Partner has any obligation or intention to refund
          such
          payments by their affiliates. These affiliates are under no obligation
          to pay USOF’s or the General Partner's current or future expenses.
          If the General Partner and USOF are unsuccessful in raising sufficient
          funds to cover USOF’s expenses or in locating any other source of funding, USOF
          will terminate and investors may lose all or part of their
          investment.
  **Market
          Risk**
 
 Trading
          in Oil Futures Contracts and Other Oil Interests, such as
          forwards, involves USOF entering into contractual commitments to purchase
          or sell oil at a specified date in the future. The gross or face amount
          of
          the contracts will significantly exceed USOF's future cash requirements
          since USOF intends to close out its open positions prior to settlement.
          As a
          result, USOF is generally only subject to the risk of loss arising
          from the change in value of the contracts. USOF considers the "fair value''
          of
          its derivative instruments to be the unrealized gain or loss on the contracts.
          The market risk associated with USOF's commitments to purchase oil is limited
          to
          the gross face amount of the contracts held. However, should USOF enter
          into a
          contractual commitment to sell oil, it would be required to make delivery
          of the
          oil at the contract price, repurchase the contract at prevailing prices
          or
          settle in cash. Since there are no limits on the future price of oil, the
          market
          risk to USOF could be unlimited.
  USOF's
          exposure to market risk depends on a number of factors, including the
          markets for oil, the volatility of interest rates and foreign exchange
          rates,
          the liquidity of the Oil Futures Contracts and Other Oil Interests markets
          and
          the relationships among the contracts held by USOF. The limited experience
          that
          USOF has in utilizing its model to trade in oil interests in a manner
          intended to track the spot price of oil, as well as drastic market occurrences,
          could ultimately lead to the loss of all or substantially all of an investor’s
          capital.
  **Credit
          Risk**
 
 When
          USOF
          enters into Oil Futures Contracts and Other Oil Interests, it is exposed
          to the
          credit risk that the counterparty will not be able to meet its obligations.
          The
          counterparty for the Oil Futures Contracts traded on the NYMEX and on most
          other foreign futures exchanges is the clearinghouse associated with the
          particular exchange. In general, clearinghouses are backed by their members
          who
          may be required to share in the financial burden resulting from the
          nonperformance of one of their members and, therefore, this additional
          member
          support should significantly reduce credit risk. Some foreign exchanges
          are not
          backed by their clearinghouse members but may be backed by a consortium
          of banks
          or other financial institutions.
  There
          can
          be no assurance that any counterparty, clearinghouse, or their members
          or their
          financial backers will satisfy their obligations to USOF in such circumstances.
          The General Partner attempts to manage the credit risk of USOF by following
          various trading limitations and policies. In particular, USOF posts margin
          and/or holds liquid assets that are approximately equal to the face amount
          of
          its obligations to counterparties under the Oil Futures Contracts and Other
          Oil
          Interests it holds. The General Partner has implemented procedures that
          include,
          but are not limited to, executing and clearing trades only with creditworthy
          parties and/or requiring the posting of collateral or margin by such parties
          for
          the benefit of USOF to limit its credit exposure. UBS Securities LLC, USOF's
          commodity broker, or any other broker that may be retained by USOF in the
          future, when acting as USOF's futures commission merchant in accepting
          orders to
          purchase or sell Oil Futures Contracts on United States exchanges,
          is required by U.S. Commodity Futures Trading Commission ("CFTC")
          regulations to separately account for and segregate as belonging to USOF,
          all
          assets of USOF relating to domestic Oil Futures Contracts trading. A futures
          commission merchant is not allowed to commingle USOF's assets with its
          other
          assets. In addition, the CFTC requires commodity brokers to hold in a secure
          account the USOF assets related to foreign Oil Futures Contract trading.
          During
          the third quarter of 2007, the only foreign exchange on which USOF
          made investments was the ICE Futures, which is a London based futures
          exchange. Those
          crude oil contracts are denominated in U.S. dollars.
  As
          of September 30, 2007, USOF had deposits in
          domestic and foreign financial institutions in the amount of $293,572,960.
          This
          amount is subject to loss should these institutions cease
          operations.
 
 **Off
          Balance Sheet Financing**
 
 As
          of
          September 30, 2007, USOF has no loan guarantee, credit support or other
          off-balance sheet arrangements of any kind other than agreements entered
          into in
          the normal course of business, which may include indemnification provisions
          relating to certain risks that service providers undertake in performing
          services which are in the best interests of USOF. While USOF's exposure
          under
          these indemnification provisions cannot be estimated, they are not expected
          to
          have a material impact on USOF's financial position.
 16
 **Redemption
          Basket Obligation**
 
 In
          order
          to meet its investment objective and pay its contractual obligations described
          below, USOF requires liquidity to redeem units, which redemptions must be
          in blocks of 100,000 units called Redemption Baskets. USOF has to date
          satisfied
          this obligation by paying from the cash or cash equivalents it holds or
          through
          the sale of its Treasuries in an amount proportionate to the number of
          units
          being redeemed.
  **Contractual
          Obligations**
 
 USOF's
          primary contractual obligations are with the General Partner. In return
          for its
          services, the General Partner is entitled to a management fee calculated
          as a
          fixed percentage of USOF's NAV, currently 0.50% for a NAV of $1 billion
          or less,
          and thereafter 0.20% for a NAV above $1 billion. The General Partner agreed
          to pay the start-up costs associated with the formation of USOF, primarily
          its
          legal, accounting and other costs in connection with the General Partner's
          registration with the CFTC as a commodity pool operator and the registration
          and
          listing of USOF and its units with the SEC and the AMEX, respectively.
          However, the costs of registering and listing additional units of USOF
          with the
          SEC are directly borne on an ongoing basis by USOF, and not by the General
          Partner.
  The
          General Partner pays the fees of the custodian and transfer agent, Brown
          Brothers Harriman & Co., as well as Brown Brothers Harriman & Co.'s fees
          for performing administrative services, including in connection with the
          preparation of USOF's condensed financial statements and its SEC and CFTC
          reports. The General Partner also pays the fees of USOF's accountants and a
          separate firm for providing tax related services, as well as those of USOF's
          marketing agent, ALPS Distributors, Inc. The General Partner and USOF have
          also entered into a licensing agreement with the NYMEX pursuant to which
          USOF and the affiliated funds managed by the General Partner pay a licensing
          fee
          to the NYMEX.
  In
          addition to the General Partner's management fee, USOF pays its brokerage
          fees
          (including fees to a futures commission merchant), over-the-counter dealer
          spreads, any licensing fees for the use of intellectual property,
          registration and, subsequent to the initial offering, the fees paid to
          the SEC,
          FINRA or any other regulatory agency in connection with the offer and sale
          of
          units, as well as the legal, printing, accounting and other expenses associated
          therewith, and extraordinary expenses. The latter are expenses not incurred
          in the ordinary course of USOF's business, including expenses relating to
          the indemnification of any person against liabilities and obligations to
          the
          extent permitted by law and under the LP Agreement, the bringing or defending
          of
          actions in law or in equity or otherwise conducting litigation and incurring
          legal expenses and the settlement of claims and litigation. Commission
          payments to a futures commission merchant are on a contract-by-contract,
          or
          round turn, basis. USOF also pays a portion of the fees and expenses of
          the
          independent directors of the General Partner. See Note 3 to the Notes to
          Condensed Financial Statements (Unaudited).
  The
          parties cannot anticipate the amount of payments that will be required
          under
          these arrangements for future periods, as USOF's NAVs and trading levels
          to meet
          its investment objectives will not be known until a future date. These
          agreements are effective for a specific term agreed upon by the parties
          and have
          an option to renew, or, in some cases, are in effect for the duration of
          USOF's
          existence. Either party may terminate these agreements earlier for certain
          reasons described in the agreements.
 17
 **Item 3.**
                **Quantitative
                    and Qualitative Disclosures About Market
                    Risk**
  ***Over-the-Counter
            Derivatives (Including Spreads and Straddles)***
  In
            the
            future, USOF may purchase over-the-counter contracts. Unlike most of
            the
            exchange-traded oil futures contracts or exchange-traded options on such
            futures, each party to over-the-counter contracts bears the credit risk
            that the other party may not be able to perform its obligations under
            its
            contract.
  Some
            oil-based derivatives transactions contain fairly generic terms and conditions
            and are available from a wide range of participants. Other oil-based
            derivatives
            have highly customized terms and conditions and are not as widely available.
            Many of these over-the-counter contracts are cash-settled forwards for
            the
            future delivery of oil- or petroleum-based fuels that have terms similar
            to the
            Oil Futures Contracts. Others take the form of “swaps” in which the two parties
            exchange cash flows based on pre-determined formulas tied to the spot
            price
            of crude oil, forward crude oil prices or crude oil futures prices.
            For example, USOF may enter into over-the-counter derivative contracts
            whose
            value will be tied to changes in the difference between the spot price of
            light, sweet crude oil, 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. In
            addition, it is also possible for USOF and its counterparty to agree
            to clear
            their agreement through an established futures clearing house such as
            those
            connected to NYMEX or the ICE Futures. In that event, USOF would no longer
            have
            credit risk of its original counterparty as the clearing house would
            now be
            USOF’s counterparty. USOF would still retain any price risk associated with
            its
            transaction.
  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 nine months ended September 30, 2007, USOF did not employ any hedging
            methods since all of its investments were made over an exchange. Therefore,
            USOF
            was not exposed to counterparty risk.
 **Item 4.**
                **Controls
                    and Procedures**
  **Disclosure
          Controls and Procedures.**
 USOF
            maintains disclosure controls and procedures that are designed to ensure
            that
            material information required to be disclosed in USOF’s periodic reports filed
            or submitted under the Securities Exchange Act of 1934, as amended, is
            recorded,
            processed, summarized and reported within the time period specified in
            the SEC’s
            rules and forms.
  The
            duly
            appointed officers of the General Partner, including its chief executive
            officer
            and chief financial officer, who perform functions equivalent to those
            of a principal executive officer and principal financial officer of USOF if
            USOF had any officers, have evaluated the effectiveness of USOF’s
            disclosure controls and procedures and have concluded that the
            disclosure controls and procedures of USOF have been effective as of
            the end of
            the period covered by this quarterly report.
 
 **Change
            in Internal Control Over Financial Reporting.**
 
 There
            were no changes in USOF’s internal control over financial reporting during
            USOF’s last fiscal quarter that have materially affected, or are reasonably
            likely to materially affect, USOF’s internal control over financial
            reporting.
 18
  **Part
                    II.**
                **OTHER
                    INFORMATION**
  **Item 5.**
                **Other
                    Information**
  **Monthly
            Account Statements**
 
 Pursuant
            to the requirement under part 4.22 of the Commodity Exchange Act, each
            month
            USOF publishes an account statement for its unitholders, which includes
            a
            Statement of Income (Loss) and a Statement of Changes in NAV. The account
            statement is 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:  November
                      13, 2007By:  /s/
                      Howard Mah**Howard
                      Mah****Chief
                      Financial Officer**DateDate:  November
                      13, 2007
 
 19