UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





x
              Quarterly
      report pursuant to Section 13 or 15(d) of the Securities Exchange Act
      of 1934 for the quarterly period ended March 31,
  2009.


OR


o
                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: 001-33975




United
States Gasoline Fund, LP


(Exact
name of registrant as specified in its charter)




Delaware
              
              20-8837263(State
      or other jurisdiction of
                incorporation
      or organization)
              
              (I.R.S.
      Employer
                Identification
      No.)




1320
Harbor Bay Parkway, Suite 145


Alameda,
California 94502


(Address
of principal executive offices) (Zip code)




(510)
522-3336


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


 ̈
Yes     ̈ No




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




Large
      accelerated filer    ̈
                      
                      Accelerated
      filer   ̈Non-accelerated
      filer   x
                      
                      Smaller
      reporting company    ̈(Do
      not check if a smaller reporting
company)




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





 ̈
Yes    x No





UNITED
STATES GASOLINE FUND, LP


Table
of Contents




PagePart
      I. FINANCIAL INFORMATIONItem
      1.  Condensed Financial Statements.
                      
                      1Item
      2. Management’s Discussion and Analysis of Financial Condition and
      Results of Operations.
                      
                      15Item
      3. Quantitative and Qualitative Disclosures About Market
    Risk.
                      
                      29Item
      4. Controls and Procedures.
                      
                      30Part
      II. OTHER INFORMATIONItem
      1. Legal Proceedings.
                      
                      31Item
      1A. Risk Factors.
                      
                      31Item
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds.
                      
                      31Item
      3. Defaults Upon Senior Securities.
                      
                      31Item
      4. Submission of Matters to a Vote of Security Holders.
                      
                      31Item
      5. Other Information.
                      
                      31Item
      6. Exhibits.
                      
                      31





Part I.FINANCIAL
INFORMATION





Item
1. Condensed Financial Statements.





Index
to Condensed Financial Statements




Documents
                    
                    PageCondensedStatements of Financial Condition
      at March 31, 2009  (Unaudited) and December 31, 2008
                    
                    2CondensedSchedule of Investments
      (Unaudited) at March 31, 2009
                    
                    3Condensed
      Statements of Operations (Unaudited) for the three months ended March 31,
      2009 and the period from February 26, 2008 to March 31,
    2008
                    
                    4CondensedStatement of Changes in Partners’
      Capital (Unaudited) for the three months ended March 31, 2009
                    
                    5CondensedStatements of Cash Flows
      (Unaudited) for the three months ended March 31, 2009and the period from February 26,
      2008 to March 31, 2008
                    
                    6Notes
      to Condensed Financial Statements for the three months ended March
      31, 2009 (Unaudited)
                    
                    7


1


United
States Gasoline Fund, LP


Condensed
Statements of Financial Condition


At
March 31, 2009 (Unaudited) and December 31, 2008





March
      31, 2009
                      
                      
                      December
      31, 2008AssetsCash
      and cash equivalents
                      
                      $
                      51,126,276
                      
                      
                      $
                      11,691,510Equity
      in UBS Securities LLC trading accounts:Cash
                      
                      
                      13,335,687
                      
                      
                      
                      7,114,841Unrealized
      gain (loss) on open commodity futures contracts
                      
                      
                      (1,564,181
                      )
                      
                      
                      1,431,721Receivable
      for units sold
                      
                      
                      2,369,533
                      
                      
                      
                      -Receivable
      from general partner
                      
                      
                      24,899
                      
                      
                      
                      126,348Interest
      receivable
                      
                      
                      10,052
                      
                      
                      
                      4,251Other
      assets
                      
                      
                      2,449
                      
                      
                      
                      -Total
      assets
                      
                      $
                      65,304,715
                      
                      
                      $
                      20,368,671Liabilities
      and Partners' CapitalGeneral
      Partner management fees (Note 3)
                      
                      $
                      22,405
                      
                      
                      $
                      5,902Brokerage
      commission fees payable
                      
                      
                      3,100
                      
                      
                      
                      1,400Audit
      and tax reporting fees payable
                      
                      
                      -
                      
                      
                      
                      150,794Other
      liabilities
                      
                      
                      39,549
                      
                      
                      
                      1,156Total
      liabilities
                      
                      
                      65,054
                      
                      
                      
                      159,252Commitments and Contingencies(Notes 3, 4 and 5)Partners'
      CapitalGeneral
      Partner
                      
                      
                      -
                      
                      
                      
                      -Limited
      Partners
                      
                      
                      65,239,661
                      
                      
                      
                      20,209,419Total
      Partners' Capital
                      
                      
                      65,239,661
                      
                      
                      
                      20,209,419Total
      liabilities and partners' capital
                      
                      $
                      65,304,715
                      
                      
                      $
                      20,368,671Limited
      Partners' units outstanding
                      
                      
                      2,700,000
                      
                      
                      
                      1,000,000Net
      asset value per unit
                      
                      $
                      24.16
                      
                      
                      $
                      20.21Market
      value per unit
                      
                      $
                      23.89
                      
                      
                      $
                      19.46





See
accompanying notes to condensed financial statements.


2


United
States Gasoline Fund, LP


Condensed
Schedule of Investments (Unaudited)


At
March 31, 2009





Open
Futures Contracts


Loss
      on OpenNumber
      of
                
                
                Commodity
                
                
                %
      of Partners'Contracts
                
                
                Contracts
                
                
                CapitalUnited
      States ContractsGasoline
      Futures contracts, expire May 2009
                
                
                1,093
                
                
                $
                (1,564,181
                )
                
                
                (2.40
                )





Cash
Equivalents


Cost
                    
                    
                    Market
      ValueUnited
      States - Money Market FundsFidelity
      Institutional Government Portfolio – Class I
                    
                    $
                    13,500,048
                    
                    
                    
                    13,500,048
                    
                    
                    
                    20.69Goldman
      Sachs Financial Square Funds – Government Fund
                    
                    
                    18,867,094
                    
                    
                    
                    18,867,094
                    
                    
                    
                    28.92$
                    32,367,142
                    
                    
                    
                    32,367,142
                    
                    
                    
                    49.61Cash
                    
                    
                    
                    
                    
                    
                    18,759,134
                    
                    
                    
                    28.76Total
      Cash and Cash Equivalents
                    
                    
                    
                    
                    
                    
                    51,126,276
                    
                    
                    
                    78.37Cash
      on deposit with broker
                    
                    
                    
                    
                    
                    
                    13,335,687
                    
                    
                    
                    20.44Other
      assets and receivables in excess of liabilities
                    
                    
                    
                    
                    
                    
                    2,341,879
                    
                    
                    
                    3.59Total
      Partners' Capital
                    
                    
                    
                    
                    
                    $
                    65,239,661
                    
                    
                    
                    100.00




See
accompanying notes to condensed financial statements.


3


United
States Gasoline Fund, LP


Condensed
Statements of Operations (Unaudited)


For
the three months ended March 31, 2009 and the period from


February
26, 2008 (commencement of operations) to March 31, 2008





Three monthsended March 31,2009
                          
                          
                          Period
      from
                            February
      26, 2008toMarch 31, 2008IncomeGains
      (losses) on trading of commodity futures contracts:Realized
      gains (losses) on closed positions
                          
                          $
                          7,734,947
                          
                          
                          $
                          (1,010,831
                          )Change
      in unrealized gains (losses) on open positions
                          
                          
                          (2,995,902
                          )
                          
                          
                          354,169Interest
      income
                          
                          
                          22,101
                          
                          
                          
                          28,325Other
      income
                          
                          
                          12,000
                          
                          
                          
                          2,000Total
      income (loss)
                          
                          
                          4,773,146
                          
                          
                          
                          (626,337
                          )ExpensesGeneral
      Partner management fees (Note 3)
                          
                          
                          48,005
                          
                          
                          
                          8,851Brokerage
      commission fees
                          
                          
                          15,801
                          
                          
                          
                          1,748Other
      expenses
                          
                          
                          39,630
                          
                          
                          
                          1,914Total
      expenses
                          
                          
                          103,436
                          
                          
                          
                          12,513Expense
      waiver
                          
                          
                          (24,899
                          )
                          
                          
                          -Net
      expenses
                          
                          
                          78,537
                          
                          
                          
                          12,513Net
      income (loss)
                          
                          $
                          4,694,609
                          
                          
                          $
                          (638,850
                          )Net
      income (loss) per limited partnership unit
                          
                          $
                          3.95
                          
                          
                          $
                          (1.47
                          )Net
      income (loss) per weighted average limited partnership
unit
                          
                          $
                          3.26
                          
                          
                          $
                          (2.03
                          )Weighted
      average limited partnership units outstanding
                          
                          
                          1,439,889
                          
                          
                          
                          314,286





See
accompanying notes to condensed financial statements.


4


United
States Gasoline Fund, LP


Condensed
Statement of Changes in Partners’ Capital (Unaudited)


For
the three months ended March 31, 2009





General
                  Partner
                
                
                Limited
      Partners
                
                
                TotalBalances,
      at December 31, 2008
                
                $
                -
                
                
                $
                20,209,419
                
                
                $
                20,209,419Addition
      of 1,700,000 partnership units
                
                
                -
                
                
                
                40,335,633
                
                
                
                40,335,633Net
      income
                
                
                -
                
                
                
                4,694,609
                
                
                
                4,694,609Balances,
      at March 31, 2009
                
                $
                -
                
                
                $
                65,239,661
                
                
                $
                65,239,661Net
      Asset Value Per UnitAt
      December 31, 2008
                
                $
                20.21At
      March 31, 2009
                
                $
                24.16





See
accompanying notes to condensed financial statements.


5


United
States Gasoline Fund, LP


Condensed
Statements of Cash Flows (Unaudited)


For
the three months ended March 31, 2009 and the period from February 26, 2008
(commencement of operations) to March 31, 2008





Period
      fromThree
      months ended
                    
                    
                    February
      26, 2008 toMarch
      31, 2009
                    
                    
                    March
      31, 2008Cash
      Flows from Operating Activities:Net
      income (loss)
                    
                    $
                    4,694,609
                    
                    
                    $
                    (638,850
                    )Adjustments
      to reconcile net income (loss) to net cash provided by (used in) operating
      activities:Increase
      in commodity futures trading account – cash
                    
                    
                    (6,220,846
                    )
                    
                    
                    (1,988,278
                    )Unrealized
      (gains) losses on futures contracts
                    
                    
                    2,995,902
                    
                    
                    
                    (354,169
                    )Decrease
      in receivable from general partner
                    
                    
                    101,449
                    
                    
                    
                    -Increase
      in interest receivable and other assets
                    
                    
                    (8,250
                    )
                    
                    
                    (1,952
                    )Increase
      in management fees payable
                    
                    
                    16,503
                    
                    
                    
                    8,851Decrease
      in audit and tax reporting fees payable
                    
                    
                    (150,794
                    )
                    
                    
                    -Increase
      in commission fees payable
                    
                    
                    1,700
                    
                    
                    
                    525Increase
      in other liabilities
                    
                    
                    38,393
                    
                    
                    
                    1,915Net
      cash provided by (used in) operating activities
                    
                    
                    1,468,666
                    
                    
                    
                    (2,971,958
                    )Cash
      Flows from Financing Activities:Subscription
      of partnership units
                    
                    
                    37,966,100
                    
                    
                    
                    20,050,173Redemption
      of partnership units
                    
                    
                    -
                    
                    
                    
                    (1,000
                    )Net
      cash provided by financing activities
                    
                    
                    37,966,100
                    
                    
                    
                    20,049,173Net
      Increase in Cash and Cash Equivalents
                    
                    
                    39,434,766
                    
                    
                    
                    17,077,215Cash and Cash
      Equivalents, beginning of period
                    
                    
                    11,691,510
                    
                    
                    
                    1,000Cash and Cash
      Equivalents, end of period
                    
                    $
                    51,126,276
                    
                    
                    $
                    17,078,215





See
accompanying notes to condensed financial statements.




6


United
States Gasoline Fund, LP


Notes
to Condensed Financial Statements


For
the three months ended March 31, 2009 (Unaudited)





NOTE
1 - ORGANIZATION AND BUSINESS





The
United States Gasoline Fund, LP (“UGA”) was organized as a limited partnership
under the laws of the state of Delaware on April 12, 2007.  UGA is a
commodity pool that issues units that may be purchased and sold on the NYSE
Arca, Inc. (the “NYSE Arca”). Prior to November 25, 2008, UGA’s units traded on
the American Stock Exchange (the “AMEX”). UGA will continue in perpetuity,
unless terminated sooner upon the occurrence of one or more events as described
in its Amended and Restated Agreement of Limited Partnership dated as of
February 11, 2008 (the “LP Agreement”). The investment objective of UGA is for
the changes in percentage terms of its units’ net asset value to reflect the
changes in percentage terms of the price of gasoline as measured by the changes
in the price of the futures contract on unleaded gasoline (also known as
reformulated gasoline blendstock for oxygen blending, or “RBOB”) for delivery to
the New York harbor, 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 UGA’s expenses. UGA accomplishes its
objective through investments in futures contracts for gasoline, crude oil,
natural gas, heating oil and other petroleum-based fuels that are traded on the
NYMEX, ICE Futures or other U.S. and foreign exchanges (collectively, “Futures
Contracts”) and other gasoline-related investments such as cash-settled options
on Futures Contracts, forward contracts for gasoline and over-the-counter
transactions that are based on the price of gasoline, crude oil and other
petroleum-based fuels, Futures Contracts and indices based on the foregoing
(collectively, “Other Gasoline-Related Investments”). As of March 31, 2009, UGA
held 1,093 Futures Contracts traded on the NYMEX.





UGA
commenced investment operations on February 26, 2008 and has a fiscal year
ending on December 31. United States Commodity Funds LLC (formerly known as
Victoria Bay Asset Management, LLC) (the “General Partner”) is responsible
for the management of UGA. The General Partner is a member of the National
Futures Association (the “NFA”) and became a commodity pool operator
registered with the Commodity Futures Trading Commission effective December 1,
2005. The General Partner is also the general partner of the United States
Oil Fund, LP (“USOF”), the United States Natural Gas Fund, LP (“USNG”), the
United States 12 Month Oil Fund, LP (“US12OF”) and the United States Heating Oil
Fund, LP (“USHO”), which listed their limited partnership units on the AMEX
under the ticker symbols “USO” on April 10, 2006, “UNG” on April 18, 2007,
“USL” on December 6, 2007 and “UHN” on April 9, 2008, respectively. As a result
of the acquisition of the AMEX by NYSE Euronext, each of USOF’s, USNG’s,
US12OF’s and USHO’s units commenced trading on the NYSE Arca on November 25,
2008.




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 financial
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.




UGA issues
limited partnership interests (“units”) to certain authorized purchasers
(“Authorized Purchasers”) by offering baskets consisting of 100,000 units
(“Creation Baskets”) through ALPS Distributors, Inc. (the “Marketing Agent”).
The purchase price for a Creation Basket is based upon the net asset value of
a unit determined as of the earlier of the close of the New York Stock
Exchange (the “NYSE”) or 4:00 p.m. New York time on the day the order to create
the basket is properly received. In addition, Authorized
Purchasers pay UGA a $1,000 fee for each order to create one or
more Creation Baskets or redeem one or more baskets consisting of 100,000 units
(“Redemption
Baskets”). Units may
be purchased or sold on a nationally recognized securities exchange in smaller
increments than a Creation Basket or Redemption Basket. Units purchased or sold
on a nationally recognized securities exchange are not purchased or sold at the
net asset value of UGA but rather at market prices quoted on such
exchange.





In
November 2007, UGA initially registered 30,000,000 units on Form S-1 with the
SEC. On February 26, 2008, UGA listed its units on the AMEX under the ticker
symbol “UGA”. On that day, UGA established its initial net asset value by
setting the price at $50.00 per unit and issued 300,000 units in exchange
for $15,001,000. UGA also commenced investment operations on February 26, 2008
by purchasing Futures Contracts traded on the NYMEX based on gasoline. As of
March 31, 2009, UGA had registered a total of 30,000,000
units.




7




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. UGA earns interest on
its assets denominated in U.S. dollars on deposit with the futures commission
merchant at the 90-day Treasury bill rate. In addition, UGA 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





UGA 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 or redeem Redemption Baskets only in
blocks of 100,000 units equal to the net asset value of the units determined as
of 4:00 p.m. New York time on the day the order is placed.




UGA
records 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 UGA’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 shall be allocated among the partners of UGA 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
LP Agreement.





Calculation
of Net Asset Value





UGA’s net
asset value is calculated 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. UGA 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 income (loss) per weighted average unit. The weighted average
units are equal to the number of units outstanding at the end of the period,
adjusted proportionately for units redeemed based on the amount of time the
units were outstanding during such period. There were no units held by the
General Partner at March 31, 2009.




8




Offering
Costs





Offering
costs incurred in connection with the registration of additional units after the
initial registration of units are borne by UGA. 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 funds and overnight deposits or 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 UGA’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 LP Agreement, the General Partner is responsible for investing the
assets of UGA in accordance with the objectives and policies of UGA. 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 UGA. For these services, UGA 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 0.60% per annum on average daily net
assets.




Ongoing
Registration Fees and Other Offering Expenses





UGA pays
all costs and expenses associated with the ongoing registration
of units subsequent to the initial offering. 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 three month period ended March
31, 2009 and the period from February 26, 2008 (commencement of operations) to
March 31, 2008, UGA incurred no registration fees and other offering expenses
since the initial offering of units is still ongoing.




Directors’
Fees




UGA is
responsible for paying its portion of the directors’ and officers’ liability
insurance of the General Partner and the fees and expenses of the independent
directors of the General Partner who are also audit committee members. 
UGA shares these fees with USOF, USNG, US12OF and USHO based on the
relative assets of each fund, computed on a daily basis. These fees for the
calendar year 2009 are estimated to be a total of $477,000 for all
funds.





Licensing
Fees




As
discussed in Note 4, UGA entered into a licensing agreement with the NYMEX
on May 30, 2007. Pursuant to the agreement, UGA 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. During the three month period ended March 31, 2009
and the period from February 26, 2008 (commencement of operations) to March 31,
2008, UGA incurred $1,995 and $562, respectively, under this
arrangement.




9




Investor
Tax Reporting Cost





The fees
and expenses associated with UGA’s audit expenses and tax accounting and
reporting requirements, with the exception of certain initial implementation
service fees and base service fees which were borne by the General Partner, are
paid by UGA.





Other
Expenses and Fees and Expense Waivers




In
addition to the fees described above, UGA pays all brokerage fees, taxes and
other expenses in connection with the operation of UGA, excluding costs and
expenses paid by the General Partner as outlined in Note 4. The
General Partner, though under no obligation to do so, agreed to pay certain
expenses, to the extent that such expenses exceed 0.15% (15 basis points) of
UGA’s NAV, on an annualized basis, through at least June 30, 2009. The
General Partner has no obligation to continue such payment into subsequent
periods.





NOTE
4 - CONTRACTS AND AGREEMENTS





UGA is
party to a marketing agent agreement, dated as of January 18, 2008,
with the Marketing Agent, whereby the Marketing Agent provides certain
marketing services for UGA as outlined in the agreement. The fee of the
Marketing Agent, which is borne by the General Partner, is equal to 0.06% on
UGA’s assets up to $3 billion; and 0.04% on UGA’s assets in excess of $3
billion.





The above
fees do not include the following expenses, which are also borne by the General
Partner: the cost of placing advertisements in various periodicals; web
construction and development; or the printing and production of various
marketing materials.





UGA is
also party to a custodian agreement, dated January 16, 2008, with Brown Brothers
Harriman & Co. (“BBH&Co.”), whereby BBH&Co. holds investments on
behalf of UGA. The General Partner pays the fees of the custodian, which
are determined by the parties from time to time. In addition, UGA is party to an
administrative agency agreement, dated February 7, 2008, with the General
Partner and BBH&Co., whereby BBH&Co. acts as the administrative agent,
transfer agent and registrar for UGA. The General Partner also pays the
fees of BBH&Co. for its services under this agreement and such fees are
determined by the parties from time to time.





Currently,
the General Partner pays BBH&Co. for its services, in the foregoing
capacities, a minimum amount of $75,000 annually for its custody, fund
accounting and fund administration services rendered to UGA and each of the
affiliated funds managed by the General Partner, as well as a $20,000 annual fee
for its transfer agency services. In addition, the General Partner pays
BBH&Co. an asset-based charge of (a) 0.06% for the first $500 million of
UGA’s, USOF’s, USNG’s, US12OF’s and USHO’s combined net assets, (b) 0.0465% for
UGA’s, USOF’s, USNG’s, US12OF’s and USHO’s combined net assets greater than $500
million but less than $1 billion, and (c) 0.035% once UGA’s, USOF’s, USNG’s,
US12OF’s and USHO’s combined net assets exceed $1 billion. The annual minimum
amount will not apply if the asset-based charge for all accounts in the
aggregate exceeds $75,000. The General Partner also pays transaction fees
ranging from $7.00 to $30.00 per transaction.





UGA has
entered into a brokerage agreement with UBS Securities LLC (“UBS Securities”).
The agreement requires UBS Securities to provide services to UGA in connection
with the purchase and sale of Futures Contracts and Other Gasoline-Related
Investments that may be purchased and sold by or through UBS Securities for
UGA’s account. The agreement provides that UBS Securities charge UGA commissions
of approximately $7 per round-turn trade, plus applicable exchange and NFA fees
for Futures Contracts and options on Futures Contracts.





UGA
invests primarily in Futures Contracts traded on the NYMEX.  On May
30, 2007, UGA and the NYMEX entered into a licensing agreement whereby UGA was
granted a non-exclusive license to use certain of the NYMEX’s settlement prices
and service marks. Under the licensing agreement, UGA 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.





UGA
expressly disclaims any association with the NYMEX or endorsement of UGA by the
NYMEX and acknowledges that “NYMEX” and “New York Mercantile Exchange” are
registered trademarks of the NYMEX.





10




NOTE
5 - FINANCIAL INSTRUMENTS, OFF-BALANCE SHEET RISKS AND
CONTINGENCIES





UGA engages
in the trading of Futures Contracts and options on Futures Contracts
(collectively, “derivatives”). UGA 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.





UGA may
enter into futures contracts and options on futures contracts to gain exposure
to changes in the value of an underlying commodity. A futures contract obligates
the seller to deliver (and the purchaser to accept) the future delivery of a
specified quantity and type of a commodity at a specified time and place. The
contractual obligations of a buyer or seller may generally be satisfied by
taking or making physical delivery of the underlying commodity or by making an
offsetting sale or purchase of an identical futures contract on the same or
linked exchange before the designated date of delivery.





The
purchase and sale of futures contracts and options on futures contracts require
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.





Futures
contracts involve, to varying degrees, elements of market risk (specifically
commodity price risk) and exposure to loss in excess of the amount of variation
margin. The face or contract amounts reflect the extent of the total exposure
UGA has in the particular classes of instruments. Additional risks associated
with the use of futures contracts are an imperfect correlation between movements
in the price of the futures contracts and the market value of the underlying
securities and the possibility of an illiquid market for a futures
contract.





All of
the futures contracts currently traded by UGA 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, UGA must rely solely on the credit of its
respective individual counterparties. However, in the future, if UGA 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. UGA 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, UGA bears the risk of financial
failure by the clearing broker.





Fair Value of Derivative Instruments


Asset DerivativesAs of March 31, 2009
                                                
                                                As of December 31, 2008Derivatives not
                                                
                                                Condensed
                                                
                                                
                                                
                                                CondensedAccounted
                                                
                                                Statement of
                                                
                                                
                                                
                                                Statement offor as Hedging
                                                
                                                Financial
                                                
                                                
                                                
                                                FinancialInstruments under
                                                
                                                Condition
                                                
                                                Unrealized
                                                
                                                Condition
                                                
                                                UnrealizedStatement 133
                                                
                                                Location
                                                
                                                Depreciation
                                                
                                                Location
                                                
                                                AppreciationCommodity
      Contracts
                                                
                                                Assets
                                                
                                                $
                                                (1,564,181
                                                )*
                                                Assets
                                                
                                                $
                                                1,431,721




*
Includes cumulative appreciation/(depreciation) of futures contracts as reported
on the Condensed Schedule of Investments.




11




The
Effect of Derivative Instruments on the Condensed Statements of
Operations


for
the three months ended March 31, 2009 and the period from February 26, 2008 to
March 31, 2008


Change in
                
                
                
                
                
                Change inRealized
                
                
                Unrealized
                
                
                Realized
                
                
                UnrealizedDerivatives not
                Location of
                
                Gain or (Loss)
                
                
                Appreciation or
                
                
                Gain or (Loss)
                
                
                Appreciation orAccounted
                Gain or (Loss)
                
                on Derivatives
                
                
                (Depreciation)
                
                
                on Derivatives
                
                
                (Depreciation)for as Hedging
                on Derivatives
                
                Recognized
                
                
                Recognized
                
                
                Recognized
                
                
                RecognizedInstruments under
                Recognized
                
                in Income
                
                
                in Income
                
                
                in Income
                
                
                in IncomeStatement 133
                in Income
                
                2009
                
                
                2009
                
                
                2008
                
                
                2008Commodity
      Contracts
                Realized
      gains (losses) on closed positions
                
                $
                7,734,947
                
                
                $
                —
                
                
                $
                (1,010,831
                )
                
                $
                —Change
      in unrealized gains (losses) on open positions
                
                
                —
                
                
                
                (2,995,902
                )
                
                
                —
                
                
                
                354,169





UGA’s
cash and other property, such as U.S. Treasuries, 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 of cash and other property
deposited. The insolvency of a futures commission merchant could result in the
complete loss of UGA’s assets posted with that futures commission merchant;
however, the vast majority of UGA’s assets are held in Treasuries, cash and/or
cash equivalents with UGA’s custodian and would not be impacted by the
insolvency of a futures commission merchant. Also, the failure or insolvency of
UGA’s custodian could result in a substantial loss of UGA’s assets.





UGA invests
its cash in money market funds that seek to maintain a stable net asset value.
UGA is exposed to any risk of loss associated with an investment in these money
market funds. As of March 31, 2009 and December 31, 2008, UGA had deposits in
domestic and foreign financial institutions,including cash investments in
money market funds, in the amounts of $64,461,963 and $18,806,351, respectively.
This amount is subject to loss should these institutions cease
operations.





For
derivatives, risks arise from changes in the market value of the contracts.
Theoretically, UGA is exposed to a market risk equal to the value of
futures contracts purchased and unlimited liability on such contracts sold
short. As both a buyer and a seller of options, UGA 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.





UGA’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, UGA 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 UGA 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.




NOTE 6
- FINANCIAL HIGHLIGHTS





The
following table presents per unit performance data and other supplemental
financial data for the three months ended March 31, 2009 and the period from
February 26, 2008 (commencement of operations) to March 31, 2008 for the limited
partners. This information has been derived from information presented in the
condensed financial statements.




12




For the period fromFebruary 26, 2008For the three months ended
                  
                  
                  (commencement of operations)March 31, 2009
                  
                  
                  to March 31, 2008(Unaudited)
                  
                  
                  (Unaudited)Per Unit Operating Performance:Net
      asset value, beginning of period
                  
                  $
                  20.21
                  
                  
                  $
                  50.00Total
      income (loss)
                  
                  
                  4.00
                  
                  
                  
                  (1.43
                  )Net
      expenses
                  
                  
                  (0.05
                  )
                  
                  
                  (0.04
                  )Net
      increase (decrease) in net asset value
                  
                  
                  3.95
                  
                  
                  
                  (1.47
                  )Net
      asset value, end of period
                  
                  $
                  24.16
                  
                  
                  $
                  48.53Total
      Return
                  
                  
                  19.54
                  %
                  
                  
                  (2.94
                  )%Ratios
      to Average Net AssetsTotal
      income (loss)
                  
                  
                  14.71
                  %
                  
                  
                  (4.06
                  )%Management
      fees*
                  
                  
                  0.60
                  %
                  
                  
                  0.60
                  %Total
      expenses excluding management fees*
                  
                  
                  0.69
                  %
                  
                  
                  0.25
                  %Expenses
      waived*
                  
                  
                  (0.31
                  )%
                  
                  
                  0.00
                  %Net
      expenses excluding management fees*
                  
                  
                  0.38
                  %
                  
                  
                  0.25
                  %Net
      income (loss)
                  
                  
                  14.47
                  %
                  
                  
                  (4.14
                  )%





*Annualized





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 UGA.





NOTE 7
– FAIR VALUE OF FINANCIAL INSTRUMENTS





Effective
January 1, 2008, UGA adopted FAS 157 – Fair Value Measurements (“FAS
157”).  FAS 157 defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles, and expands
disclosures about fair value measurement.  The changes to current
practice resulting from the application of FAS 157 relate to the definition of
fair value, the methods used to measure fair value, and the expanded disclosures
about fair value measurement. FAS 157 establishes a fair value hierarchy that
distinguishes between (1) market participant assumptions developed based on
market data obtained from sources independent of UGA (observable inputs) and (2)
UGA’s own assumptions about market participant assumptions developed based on
the best information available under the circumstances (unobservable
inputs).  The three levels defined by the FAS 157 hierarchy are as
follows:




Level I –
Quoted prices (unadjusted) in active markets for identical assets or
liabilities that the reporting entity has the ability to access at the
measurement date.




Level II
– Inputs other than quoted prices included within Level I that are observable
for the asset or liability, either directly or indirectly.  Level II
assets include the following: quoted prices for similar assets or liabilities
in active markets, quoted prices for identical or similar assets or liabilities
in markets that are not active, inputs other than quoted prices that are
observable for the asset or liability, and inputs that are derived principally
from or corroborated by observable market data by correlation or other means
(market-corroborated inputs).




13




Level III
– Unobservable pricing input at the measurement date for the asset or
liability.  Unobservable inputs shall be used to measure fair value to
the extent that observable inputs are not available.




In some
instances, the inputs used to measure fair value might fall in different levels
of the fair value hierarchy.  The level in the fair value hierarchy
within which the fair value measurement in its entirety falls shall be
determined based on the lowest input level that is significant to the fair value
measurement in its entirety.




The
following table summarizes the valuation of UGA’s securities at March 31, 2009
using the fair value hierarchy:




At March
      31, 2009
                
                Total
                
                
                Level I
                
                
                Level II
                
                
                Level IIIInvestments
                
                $
                32,367,142
                
                
                $
                32,367,142
                
                
                $
                -
                
                
                $
                -Other
      Financial Instruments
                
                
                (1,564,181
                )
                
                
                (1,564,181
                )
                
                
                -
                
                
                
                -


14


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




The
following discussion should be read in conjunction with the condensed financial
statements and the notes thereto of the United States Gasoline Fund, LP (“UGA”)
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 UGA’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 UGA’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 UGA cannot assure
investors that the projections included in these forward-looking statements will
come to pass. UGA’s actual results could differ materially from those
expressed or implied by the forward-looking statements as a result of various
factors.




UGA 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 UGA assumes no obligation to update any such forward-looking
statements. Although UGA 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 UGA may make directly to them or through reports that UGA 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





UGA, a
Delaware limited partnership, is a commodity pool that issues units that
may be purchased and sold on the NYSE Arca, Inc. (the “NYSE Arca”). The
investment objective of UGA is to have the changes in percentage terms of its
units’ net asset value (“NAV”) reflect the changes in percentage terms of the
price of gasoline, as measured by the changes in the price of the futures
contract on unleaded gasoline (also known as reformulated gasoline blendstock
for oxygen blending, or “RBOB”, for delivery to the New York harbor), as traded
on the New York Mercantile Exchange (the “Benchmark Futures Contract”) that is
the near month contract to expire, except when the near month contract is within
two weeks of expiration, in which case it will be measured by the futures
contract that is the next month contract to expire, less UGA’s
expenses.





UGA seeks
to achieve its investment objective by investing in a combination of gasoline
futures contracts and other gasoline-related investments such that changes in
its NAV, measured in percentage terms, will closely track the changes in
the price of the Benchmark Futures Contract, also measured in percentage
terms. UGA’s general partner believes the Benchmark Futures Contract
historically has exhibited a close correlation with the spot price of gasoline.
It is not the intent of UGA to be operated in a fashion such that the NAV will
equal, in dollar terms, the spot price of gasoline or any particular futures
contract based on gasoline.  Management believes that it is not
practical to manage the portfolio to achieve such an investment goal when
investing in listed gasoline futures contracts.





On any
valuation day, the Benchmark Futures Contract is the near
month futures contract for gasoline 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 Futures Contract is
the next month contract for gasoline 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.





UGA may
also invest in futures contracts for other types of gasoline, crude oil, natural
gas, heating oil and other petroleum-based fuels that are traded on the NYMEX,
ICE Futures or other U.S. and foreign exchanges (collectively, “Futures
Contracts”) and other gasoline-related investments such as cash-settled options
on Futures Contracts, forward contracts for gasoline and over-the-counter
transactions that are based on the price of gasoline, crude oil and other
petroleum-based fuels, Futures Contracts and indices based on the foregoing
(collectively, “Other Gasoline-Related Investments”). For convenience and unless
otherwise specified, Futures Contracts and Other Gasoline-Related Investments
collectively are referred to as “Gasoline Interests” in this quarterly report on
Form 10-Q.




15




The
general partner of UGA, United States Commodity Funds LLC (formerly, Victoria
Bay Asset Management, LLC) (the “General Partner”), which is registered as
a commodity pool operator (“CPO”) with the U.S. Commodity Futures Trading
Commission (the “CFTC”), is authorized by the Amended and Restated
Agreement of Limited Partnership of UGA (the “LP Agreement”) to manage UGA. The
General Partner is authorized by UGA in its sole judgment to employ and
establish the terms of employment for, and termination of, commodity trading
advisors or futures commission merchants.





Gasoline
futures prices exhibited an uneven upward trend during the three months ended
March 31, 2009. The price of the Benchmark Futures Contract started the period
at $1.0620 per gallon which was the low of the period. Prices rose sharply
over the course of the period and hit a peak in March 2009 of $1.5470 per
gallon. The period ended with the Benchmark Futures Contract at $1.4213 per
gallon, up approximately 33.8% over this time period (investors are cautioned
that these represent prices for gasoline on a wholesale basis and should not be
directly compared to retail prices at a gasoline service station). Similarly,
UGA’s NAV rose during the period from a starting level of $20.21 per unit
to a high of $26.30 per unit in March 2009. UGA’s NAV reached its low for the
period in February 2009 at $19.73 per unit. The NAV on March 31, 2009 was
$24.16, up approximately 19.54% over the period.





For the
first quarter of 2009, the gasoline futures market remained in a state of
backwardation, meaning that the price of the near month gasoline futures
contract was typically higher than the price of the next month gasoline futures
contract, or contracts further away from expiration. For a discussion of the
impact of backwardation and contango on total returns, see “Term Structure of
Gasoline Prices and the Impact on Total Returns”.





Valuation
of Futures Contracts and the Computation of the NAV





The NAV
of UGA 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 NYSE typically closes at 4:00 p.m. New York time.
UGA uses the NYMEX closing price (determined at the earlier of the close of the
NYMEX or 2:30 p.m. New York time) for the contracts held on the NYMEX, but
calculates or determines the value of all other UGA investments, including ICE
Futures contracts or other futures contracts, as of the earlier of the
close of the NYSE or 4:00 p.m. New York time.





Results
of Operations and the Gasoline Market





Results of
Operations. On February 26, 2008, UGA listed its units on the
American Stock Exchange (the “AMEX”) under the ticker symbol “UGA.” On that day,
UGA established its initial offering price at $50.00 per unit and issued 300,000
units to the initial authorized purchaser, Kellogg Capital Group, LLC, in
exchange for $15,001,000 in cash. As a result of the acquisition of the AMEX by
NYSE Euronext, UGA’s units no longer trade on the AMEX and commenced trading on
the NYSE Arca on November 25, 2008. As of March 31, 2009, UGA had issued
3,000,000 units, 2,700,000 of which were outstanding. As of March 31, 2009,
there were 27,000,000 units registered but not yet issued.





More
units may have been issued by UGA than are outstanding due to the redemption of
units.  Unlike funds that are registered under the Investment
Company Act of 1940, as amended, units that have been redeemed by UGA cannot be
resold by UGA. As a result, UGA contemplates that additional offerings of its
units will be registered with the SEC in the future in anticipation of
additional issuances and redemptions.





16




For the Three Months Ended
March 31, 2009 Compared to the Period fromFebruary 26, 2008 to March
31, 2008





Since UGA
was conducting operations for only a portion of the quarter ended March 31,
2008, the comparison of the results of operations for the three months ended
March 31, 2009 and the period from February 26, 2008 to March 31, 2008 may not
be meaningful.





As of
March 31, 2009, the total unrealized loss on gasoline Futures Contracts owned or
held on that day was $(1,564,181) and UGA established cash
deposits,including cash
investments in money market funds, that were equal to $64,461,963. The majority
of UGA’s cash assets were held in overnight deposits at UGA’s custodian bank,
while 20.69% of the cash balance was held with the futures commission merchant
as margin deposits for the Futures Contracts purchased. The ending per unit
NAV on March 31, 2009 was $24.16.





By
comparison, as of March 31, 2008, the total unrealized gain on gasoline
Futures Contracts owned or held on that day was $354,169 and UGA
established cash deposits,including cash investments in money market funds, that were equal to
$19,066,493. The majority of those cash assets were held in overnight deposits
at UGA’s custodian bank, while 10.43% of the cash balance was held with the
futures commission merchant as margin deposits for the Futures Contracts
purchased. The ending per unit NAV on March 31, 2008 was $48.53. The change in
the per unit NAV for March 31, 2008 compared to March 31, 2009 was primarily a
result of sharply lower prices for gasoline and the related decline in the value
of the gasoline Futures Contracts that UGA had invested in between the period
ended March 31, 2008 and the period ended March 31, 2009.





Portfolio Expenses. UGA’s
expenses consist of investment management fees, brokerage fees and
commissions, certain offering costs, licensing fees and the fees and expenses of
the independent directors of the General Partner. UGA pays the General
Partner a management fee of 0.60% of NAV on its average net assets.
The fee is accrued daily.





During
the three month period ended March 31, 2009, the daily average total net assets
of UGA were $32,447,609. The management fee paid by UGA during the period
amounted to $48,005, which was calculated at the 0.60% rate and accrued daily.
By comparison, during the period from February 26, 2008 to March 31, 2008, the
daily average total net assets of UGA were $15,426,295. The management
fee paid by UGA during the period amounted to $8,851, which was calculated at
the 0.60% rate and accrued daily.




In
addition to the management fee, UGA pays for all brokerage fees, taxes and
other expenses, including certain tax reporting costs, 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 offers and sales of its units
subsequent to the initial offering and all legal, accounting, printing and other
expenses associated therewith. The total of these fees, taxes and expenses for
the three months ended March 31, 2009 was $55,431, as compared to $3,662 for the
period from February 26, 2008 to March 31, 2008. The increase in expenses from
the three months ended March 31, 2008 to the three months ended March
31, 2009 was primarily due to the greater period of time covered by this period
versus the comparison period, and due to increased net assets of UGA which
resulted in increased brokerage fees and other variable expenses related to the
size of the fund, including increased licensing fees and tax reporting costs.
For the three months ended March 31, 2009, UGA incurred $0 in fees and other
expenses relating to the registration and offering of additional units. By
comparison, for the period from February 26, 2008 to March 31, 2008, UGA
incurred $0 in ongoing registration fees and other expenses relating to the
registration and offering of additional units.





UGA is
responsible for paying its portion of the directors’ and officers’ liability
insurance of the General Partner and the fees and expenses of the independent
directors of the General Partner who are also its audit committee members.
UGA shares these fees with the United States Oil Fund, LP (“USOF”), the
United States Natural Gas Fund, LP (“USNG”), the United States 12 Month Oil
Fund, LP (“US12OF”) and the United States Heating Oil Fund, LP (“USHO”) based on
the relative assets of each fund computed on a daily basis. These fees for
calendar year 2009 are estimated to be a total of $477,000 for all funds. By
comparison, for the year ended December 31, 2008, these fees amounted to a total
of $282,000 for all funds, and UGA’s portion of such fees was $2,759. Directors’
expenses are expected to increase in 2009 due to payment for directors’ and
officers’ liability insurance and an increase in the compensation awarded to the
independent directors. Effective as of March 3, 2009, the General Partner has
obtained directors’ and officers’ liability insurance covering all of the
directors and officers of the General Partner. Previously, the General Partner
did not have liability insurance for its directors and officers; instead, the
independent directors received a payment in lieu of directors’ and officers’
insurance coverage.




17




UGA also
incurs commissions to brokers for the purchase and sale of Futures Contracts,
Other Gasoline-Related Investments or short-term obligations of the United
States of two years or less (“Treasuries”). During the three month period ended
March 31, 2009, total commissions paid to brokers amounted to $15,801. By
comparison, during the period from February 26, 2008 to March 31, 2008, total
commissions paid to brokers amounted to $1,748. The increase in the total
commissions paid to brokers was primarily a function of the increase in UGA’s
average total net assets, increased redemptions and creations of units during
the period, and the longer reporting period versus the comparison period. The
increase in assets required UGA to purchase a greater number of futures
contracts and incur a larger amount of commissions. As an annualized percentage
of total net assets, the figure for the three months ended March 31, 2009
represents approximately 0.20% of total net assets. By comparison, the figure
for the period from February 26, 2008 to March 31, 2008 represented 0.12% of
total net assets. However, there can be no assurance that commission costs and
portfolio turnover will not cause commission expenses to rise in future
quarters.





Interest Income. UGA seeks
to invest its assets such that it holds Futures Contracts and Other
Gasoline-Related Investments in an amount equal to the total net assets of the
portfolio. Typically, such investments do not require UGA to pay the full amount
of the contract value at the time of purchase, but rather require UGA to post an
amount as a margin deposit against the eventual settlement of the contract. As a
result, UGA retains an amount that is approximately equal to its total net
assets, which UGA 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 and cash equivalents held with UGA’s
custodian bank. The Treasuries, cash and/or cash equivalents earn interest that
accrues on a daily basis. For the three month period ended March 31, 2009, UGA
earned $22,101 in interest income on such cash holdings. Based on UGA’s average
daily total net assets, this was equivalent to an annualized yield of 0.28%. UGA
did not purchase Treasuries during the three month period ended March 31,
2009 and held all of its funds in cash and/or cash equivalents during this time
period. By comparison, for the period from February 26, 2008 to March 31, 2008,
UGA earned $28,325 in interest income on such cash holdings. Based on UGA’s
average daily total net assets, this is equivalent to an annualized yield of
1.92%. UGA did not purchase Treasuries during the period from February 26,
2008 to March 31, 2008 and held all of its funds in cash and/or cash equivalents
during this time period. Interest rates on short-term investments in the United
States, including cash, cash equivalents, and short-term Treasuries, were
sharply lower during the three month period ended March 31, 2009 compared to the
period from February 26, 2008 to March 31, 2008. As a result, the amount of
interest earned by UGA as a percentage of total net assets was lower during the
three month period ended March 31, 2009.





Tracking UGA’s Benchmark. UGA
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 Futures Contract, also on a percentage basis. Specifically, UGA
seeks to manage the portfolio such that over any rolling period of 30 valuation
days, the average daily change in the NAV is within a range of 90% to 110% (0.9
to 1.1) of the average daily change in the price of the Benchmark Futures
Contract. As an example, if the average daily movement of the Benchmark Futures
Contract for a particular 30-day time period was 0.5% per day, UGA’s 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). UGA’s portfolio management goals do not include trying
to make the nominal price of UGA’s NAV equal to the nominal price of the current
Benchmark Futures Contract or the spot price for gasoline. Management
believes that it is not practical to manage the portfolio to achieve such an
investment goal when investing in listed gasoline Futures
Contracts.




For the
30 valuation days ended March 31, 2009, the simple average daily change in the
Benchmark Futures Contract was 0.619%, while the simple average daily change in
the NAV of UGA over the same time period was 0.616%. The average daily
difference was 0.003% (or 0.3 basis points, where 1 basis point equals 1/100 of
1%). As a percentage of the daily movement of the Benchmark Futures Contract,
the average error in daily tracking by the NAV was -0.032%, meaning that over
this time period UGA’s tracking error was within the plus or minus 10% range
established as its benchmark tracking goal. The first chart below shows the
daily movement of UGA’s NAV versus the daily movement of the Benchmark Futures
Contract for the 30-day period ended March 31, 2009.




18










*PAST
PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS











*PAST PERFORMANCE IS NOT NECESSARILY
INDICATIVE OF FUTURE RESULTS




19




Since the
offering of UGA units to the public on February 26, 2008 to March 31, 2009,
the simple average daily change in the Benchmark Futures Contract was -0.188%,
while the simple average daily change in the NAV of UGA over the same time
period was -0.187%. The average daily difference was 0.001% (or 0.1 basis
points, where 1 basis point equals 1/100 of 1%). As a percentage of the daily
movement of the Benchmark Futures Contract, the average error in daily tracking
by the NAV was 0.269%, meaning that over this time period UGA’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 UGA versus the
return of its Benchmark Futures Contract can be calculated by comparing the
actual return of UGA, measured by changes in its NAV, versus the expected changes in its NAV
under the assumption that UGA’s returns had been exactly the same as the daily
changes in its Benchmark Futures Contract.





For the
three month period ended March 31, 2009, the actual total return of UGA as
measured by changes in its NAV was 19.54%. This is based on an initial
NAV of $20.21 on December 31, 2008 and an ending NAV as of March 31,
2009 of $24.16. During this time period, UGA made no distributions to its
unitholders. However, if UGA’s daily changes in its NAV had instead exactly
tracked the changes in the daily return of the Benchmark Futures Contract, UGA
would have ended the first quarter of 2009 with an estimated NAV of $24.22, for
a total return over the relevant time period of 19.84%. The difference between
the actual NAV total return of USNG of 19.54% and the expected total return
based on the Benchmark Futures Contract of 19.84% was an error over the time
period of -0.30%, which is to say that UGA’s actual total return trailed 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 UGA collects on its
cash and cash equivalent holdings. During the three month period ended March 31,
2009, UGA received interest income of $22,101, which is equivalent to a weighted
average interest rate of 0.28% for the three month period ended March 31, 2009.
In addition, during the three month period ended March 31, 2009, UGA also
collected $12,000 from brokerage firms creating or redeeming baskets of units.
This income also contributed to UGA’s actual return. However, if the total
assets of UGA 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. During the three month period ended March 31,
2009, UGA incurred net expenses of $78,537. Income from interest and brokerage
collections net of expenses was $(44,436), which is equivalent to a weighted
average net interest rate of -0.56% for the three month period ended March 31,
2009.





By
comparison, for the period from February 26, 2008 to March 31, 2008, the actual
total return of UGA as measured by changes in its NAV was -2.94%. This was based
on an initial NAV of $50.00 on February 26, 2008 and an ending NAV as
of March 31, 2008 of $48.53. During this time period, UGA made no distributions
to its unitholders. However, if UGA’s daily changes in its NAV had instead
exactly tracked the changes in the daily return of the Benchmark Futures
Contract, UGA would have ended the first quarter of 2008 with an estimated NAV
of $48.45, for a total return over the relevant time period of -3.10%. The
difference between the actual NAV total return of UGA of -2.94% and the expected
total return based on the Benchmark Futures Contract of -3.10% was an error
over the time period of 0.16, which is to say that UGA’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 UGA
collects on its cash and cash equivalent holdings. During the period from
February 26, 2008 to March 31, 2008, UGA received interest income of $28,325,
which is equivalent to a weighted average interest rate of 1.92% for the period
from February 26, 2008 to March 31, 2008. In addition, during the period from
February 26, 2008 to March 31, 2008, UGA also collected $2,000 from brokerage
firms creating or redeeming baskets of units. During the period from February
26, 2008 to March 31, 2008, UGA incurred total expenses of $12,513. Income from
interest and brokerage collections net of expenses was $17,812, which is
equivalent to a weighted average net interest rate of 1.21% for the period from
February 26, 2008 to March 31, 2008. This income also contributed to UGA’s
actual return exceeding the benchmark results.





There are
currently three factors that have impacted or are most likely to impact
UGA’s ability to accurately track its Benchmark Futures
Contract.




20




First,
UGA may buy or sell its holdings in the then current Benchmark Futures Contract
at a price other than the closing settlement price of that contract on the day
during which UGA executes the trade. In that case, UGA may pay  a
price that is higher, or lower, than that of the Benchmark Futures Contract,
which could cause the changes in the daily NAV of UGA to either be too high
or too low relative to the changes in the Benchmark Futures Contract. During the
three month period ended March 31, 2009, management attempted to minimize the
effect of these transactions by seeking to execute its purchase or sale of the
Benchmark Futures Contract at, or as close as possible to, the end of the day
settlement price. However, it may not always be possible for UGA 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 UGA’s attempt
to track the Benchmark Futures Contract over time.




Second,
UGA earns interest on its cash, cash equivalents and Treasury
holdings. UGA is not required to distribute any portion of its income to
its unitholders and did not make any distributions to unitholders during the
three month period ended March 31, 2009. Interest payments, and any other
income, were retained within the portfolio and added to UGA’s NAV. When this
income exceeds the level of UGA’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), UGA will realize a net yield that will tend to cause daily changes in
the NAV of UGA to track slightly higher than daily changes in the Benchmark
Futures Contract. During the three month period ended March 31, 2009, UGA
earned, on an annualized basis, approximately 0.28% on its cash holdings. It
also incurred cash expenses on an annualized basis of 0.60% for management fees
and approximately 0.20% in brokerage commission costs related to the purchase
and sale of futures contracts, and 0.18% for other expenses. The foregoing fees
and expenses resulted in a net yield on an annualized basis of approximately
-0.70% and affected UGA’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. When short-term yields drop
to a level lower than the combined expenses of the management fee and the
brokerage commissions, then the tracking error becomes a negative number and
would tend to cause the daily returns of the NAV to underperform the daily
returns of the Benchmark Futures Contract.





Third,
UGA may hold Other Gasoline-Related Investments in its portfolio that may
fail to closely track the Benchmark Futures Contract’s total return movements.
In that case, the error in tracking the Benchmark Futures Contract could result
in daily changes in the NAV of UGA that are either too high, or too low,
relative to the daily changes in the Benchmark Futures Contract. During the
three month period ended March 31, 2009, UGA did not hold any Other
Gasoline-Related Investments. However, there can be no assurance that in the
future UGA will not make use of such Other Gasoline-Related
Investments.





Term Structure of Gasoline 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 gasoline futures contracts and “rolling” those contracts forward each
month is the price relationship between the current near month contract and the
later month contracts.  For example, 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 gasoline for immediate delivery (the “spot”
price), was $2.00 per gallon, and the value of a position in the near month
futures contract was also $2.00. Over time, the price of a gallon of gasoline
will fluctuate based on a number of market factors, including demand for
gasoline 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 position in a near month contract and not take
delivery of the gasoline, every month they must sell their current near month
contract as it approaches expiration and invest in the next month
contract.





If the
futures market is in backwardation, e.g., when the expected price
of gasoline 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 gasoline
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 $2.00 investment would
tend to rise faster than the spot price of gasoline, or fall slower. As a
result, it would be possible in this hypothetical example for the price of spot
gasoline to have risen to $2.50 after some period of time, while the value of
the investment in the futures contract would have risen to $2.60, assuming
backwardation is large enough or enough time has elapsed. Similarly, the spot
price of gasoline could have fallen to $1.50 while the value of an investment in
the futures contract could have fallen to only $1.60. Over time, if
backwardation remained constant, the difference would continue to
increase.




21




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 gasoline
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 $2.00 investment would tend to rise slower
than the spot price of gasoline, or fall faster. As a result, it would be
possible in this hypothetical example for the spot price of gasoline to
have risen to $2.50 after some period of time, while the value of the investment
in the futures contract will have risen to only $2.40, assuming contango is
large enough or enough time has elapsed.  Similarly, the spot price of
gasoline could have fallen to $1.50 while the value of an investment in the
futures contract could have fallen to $1.40. Over time, if contango remained
constant, the difference would continue to increase.




The chart
below compares the price of the near month contract to the price of the next
month contract over the last 10 years (1999-2008). When the price of the near
month contract is higher than the price of the next month contract, the market
would be described as being in backwardation. When the price of the near month
contract is lower than the price of the next month contract, the market would be
described as being in contango. Although the prices of the near month contract
and the price of the next month contract do tend to move up or down together, it
can be seen that at times the near month prices are clearly higher than the
price of the next month contract (backwardation), and other times they are below
the price of the next month contract (contango). In addition, investors can
observe that gasoline prices, both near month and next month, often display a
seasonal pattern in which the price of gasoline tends to rise in the summer
months and decline in the winter months. This mirrors the physical demand for
gasoline, which typically peaks in the summer.




Near
Month Gasoline Price and Next Month Gasoline Price *


(10
years ending 12/31/08)










*PAST
PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS




22




Another
way to view backwardation and contango data over time is to subtract the dollar
price of the next month gasoline futures contract from the dollar price of the
near month gasoline futures contract. If the resulting number is a positive
number, then the price of the near month contract is higher than the price of
the next month and the market could be described as being in backwardation. If
the resulting number is a negative number, then the near month price is lower
than the price of the next month and the market could be described as being in
contango. The chart below shows the results from subtracting the next month
price from the price of the near month contract for the 10 year period between
1999 and 2008. Investors will note that the near month gasoline futures
contract spent time in both backwardation and contango. Investors will further
note that the markets display a very seasonal pattern that corresponds to the
seasonal demand patterns for gasoline mentioned above. That is, in many, but not
all, cases the price of the near month is higher than the next month during the
middle of the summer months as the price of gasoline for delivery in those
summer months rises to meet peak demand. At the same time, the price of the near
month, when that month is just before the onset of
spring, does not rise as far or as fast as the price of a next month contract
whose delivery falls closer to the start of the summer season.




Gasoline
Near Month Futures Contract Price minus Next Month Futures Contract Price
*


(10
years ending 12/31/08)










*PAST
PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS





While the
investment objective of UGA is not to have the market price of its units match,
dollar for dollar, changes in the spot price of gasoline, contango and
backwardation have impacted the total return on an investment in UGA units
during the past year relative to a hypothetical direct investment in
gasoline. For example, an investment in UGA units made on December 31, 2008 and
held to March 31, 2009 increased based upon the changes in the NAV for UGA units
on those days, by 19.54%, while the spot price of gasoline for immediate
delivery during the same period increased by 19.83% (note: this comparison
ignores the potential costs associated with physically owning and storing
gasoline, which could be substantial). By comparison, an investment in UGA units
made on February 26, 2008 and held to March 31, 2008 decreased, based upon the
changes in the NAV for UGA units on those days, by 2.94%, while the spot price
of gasoline for immediate delivery during the same period decreased by 3.10%
(note: this comparison ignores the potential costs associated with physically
owning and storing gasoline, which could be substantial).




23




Periods
of contango or backwardation do not materially impact UGA’s investment objective
of having percentage changes in its per unit NAV track percentage changes in the
price of the Benchmark Futures Contract since the impact of backwardation
and contango tended to equally impact the percentage changes in price of both
UGA’s units and the Benchmark 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.





Gasoline Market. During the
three month period ended March 31, 2009, the price of unleaded gasoline in the
United States was impacted by several factors. The price of the Benchmark
Futures Contract on January 2, 2009 was at $1.0620 per gallon. It rose sharply
over the course of the quarter and hit a peak in early March 2009 of $1.5470 per
gallon. The quarter ended with the Benchmark Futures Contract at $1.4213 per
gallon, up approximately 33.8% over this time period (investors are
cautioned that these represent prices for gasoline on a wholesale basis and
should not be directly compared to retail prices at a gasoline service
station).





During
the three month period ended March 31, 2009, the price of crude oil, the raw
material from which gasoline is refined, rose approximately 11% from
approximately $44 per barrel to approximately $49 per barrel. The price of crude
oil was influenced by several factors, including ongoing weak demand for crude
oil globally and modest decreases in the production levels of crude
oil.





Management
believes that over both the medium-term and the long-term, changes in the price
of crude oil will exert the greatest influence on the price of refined petroleum
products such as gasoline. At the same time, there can be other factors that,
particularly in the short term, cause the price of gasoline to rise (or fall),
more (or less) than the price of crude oil. For example, higher gasoline prices
cause American consumers to reduce their gasoline consumption, particularly
during the high demand period of the summer driving season and gasoline prices
are impacted by the availability of refining capacity. Furthermore, a slowdown
or recession in the U.S. economy may have a greater impact on U.S. gasoline
prices than on global crude oil prices. As a result, it is possible that changes
in gasoline prices may not match the changes in crude oil prices.





Unleaded Gasoline Price Movements in
Comparison to other Energy Commodities and Investment
Categories.  The General Partner believes that investors
frequently measure the degree to which prices or total returns of one investment
or asset class move up or down in value in concert with another investment or
asset class. Statistically, such a measure is usually done by measuring the
correlation of the price movements of the two different investments or asset
classes over some period of time. The correlation is scaled between 1 and -1,
where 1 indicates that the two investment options move up or down in price or
value together, known as “positive correlation,” and -1 indicating that they
move in completely opposite directions, known as “negative correlation.” A
correlation of 0 would mean that the movements of the two are neither positively
or negatively correlated, known as “non-correlation.” That is, the investment
options sometimes move up and down together and other times move in opposite
directions.





For the
ten year time period between 1998 and 2008, the chart below compares the monthly
movements of unleaded gasoline prices versus the monthly movements of the prices
of several other energy commodities, such as natural gas, crude oil and heating
oil, as well as several major non-commodity investment asset classes, such as
large cap U.S. equities, U.S. government bonds and global equities. It can be
seen that over this particular time period, the movement of unleaded gasoline on
a monthly basis was NOT strongly correlated, positively or negatively, with the
movements of large cap U.S. equities, U.S. government bonds or global equities.
However, movements in unleaded gasoline had a strong positive correlation to
movements in crude oil and heating oil. Finally, unleaded gasoline had a
positive, but weaker, correlation with natural gas.




24




10 Year Correlation Matrix 1998-2008
                    
                    Large
                      Cap
                      U.S.
                      Equities
                      (S&P
                      500)
                    
                    
                    U.S. Govt.
                      Bonds
                      (EFFAS
                      U.S.
                      Government
                      Bond
                      Index)
                    
                    
                    Global
                      Equities
                      (FTSE
                      World
                      Index)
                    
                    
                    Crude
                      Oil
                    
                    
                    Natural
                      Gas
                    
                    
                    Heating
                      Oil
                    
                    
                    Unleaded
                      GasolineLarge
      Cap U.S. Equities (S&P 500)
                    
                    
                    1.000
                    
                    
                    
                    -0.223
                    
                    
                    
                    0.936
                    
                    
                    
                    0.063
                    
                    
                    
                    0.045
                    
                    
                    
                    0.003
                    
                    
                    
                    0.266U.S.
      Govt. Bonds (EFFAS U.S. Government Bond Index)
                    
                    
                    
                    
                    
                    
                    1.000
                    
                    
                    
                    -0.214
                    
                    
                    
                    -0.29
                    
                    
                    
                    0.054
                    
                    
                    
                    0.037
                    
                    
                    
                    -0.134Global
      Equities (FTSE World Index)
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    1.000
                    
                    
                    
                    0.155
                    
                    
                    
                    0.072
                    
                    
                    
                    0.084
                    
                    
                    
                    0.384Crude
      Oil
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    1.000
                    
                    
                    
                    0.292
                    
                    
                    
                    0.738
                    
                    
                    
                    0.747Natural
      Gas
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    1.000
                    
                    
                    
                    0.394
                    
                    
                    
                    0.254Heating
      Oil
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    1.000
                    
                    
                    
                    0.787Unleaded
      Gasoline
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    1.000source:
      Bloomberg, NYMEX





PAST
PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS





The chart
below covers a more recent, but much shorter, range of dates than the above
chart. Over the one year period ended March 31, 2009, unleaded gasoline
continued to have a strong positive correlation with crude oil and heating oil.
During this period, it also had a weaker correlation with the movements of
natural gas than it had displayed over the ten year period ended December 31,
2008. Notably, the correlation between unleaded gasoline and both large cap U.S.
equities and global equities, which had been essentially non-correlated over the
ten year period ended December 31, 2008, displayed results that indicated that
they had a moderate to strong positive correlation over this shorter time
period, particularly due to the recent downturn in the U.S. economy. Finally,
the results showed that unleaded gasoline and U.S. government bonds, which had
essentially been non-correlated for the ten year period ended December 31, 2008,
were negatively correlated over this more recent time period.





Correlation Matrix
      -
                                              12
      months ended March 31, 2009
                                            
                                            Large
                                              Cap
                                              U.S.
                                              Equities
                                              (S&P
                                              500)
                                            
                                            
                                            U.S. Govt.
                                              Bonds
                                              (EFFAS
                                              U.S.
                                              Government
                                              Bond Index)
                                            
                                            
                                            Global
                                              Equities
                                              (FTSE
                                              World
                                              Index)
                                            
                                            
                                            Crude
                                                Oil
                                            
                                            
                                            Heating
                                              Oil
                                            
                                            
                                            Natural
                                              Gas
                                            
                                            
                                            Unleaded
                                                  GasolineLarge
      Cap U.S. Equities (S&P 500)
                                            
                                            
                                            1.000
                                            
                                            
                                            
                                            0.234
                                            
                                            
                                            
                                            0.980
                                            
                                            
                                            
                                            0.527
                                            
                                            
                                            
                                            0.564
                                            
                                            
                                            
                                            0.014
                                            
                                            
                                            
                                            0.504U.S.
      Govt. Bonds (EFFAS U.S. Government Bond Index)
                                            
                                            
                                            
                                            
                                            
                                            
                                            1.000
                                            
                                            
                                            
                                            0.296
                                            
                                            
                                            
                                            -0.220
                                            
                                            
                                            
                                            -0.296
                                            
                                            
                                            
                                            0.067
                                            
                                            
                                            
                                            -0.399Global
      Equities (FTSE World Index)
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            1.000
                                            
                                            
                                            
                                            0.541
                                            
                                            
                                            
                                            0.562
                                            
                                            
                                            
                                            0.067
                                            
                                            
                                            
                                            0.525Crude
      Oil
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            1.000
                                            
                                            
                                            
                                            0.871
                                            
                                            
                                            
                                            0.513
                                            
                                            
                                            
                                            0.811Heating
      Oil
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            1.000
                                            
                                            
                                            
                                            0.444
                                            
                                            
                                            
                                            0.883Natural
      Gas
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            1.000
                                            
                                            
                                            
                                            0.189Unleaded
      Gasoline
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            1.000source:
      Bloomberg, NYMEX




PAST
PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS




25




Investors
are cautioned that the historical price relationships between gasoline and
various other energy commodities, as well as other investment asset classes, as
measured by correlation may not be reliable predictors of future price movements
and correlation results. The results pictured above would have been different if
a different range of dates had been selected. The General Partner believes that
gasoline has historically not demonstrated a strong correlation with equities or
bonds over long periods of time. However, the General Partner also believes that
in the future it is possible that gasoline could have long term correlation
results that indicate prices of gasoline more closely track the movements of
equities or bonds.





The correlations between
gasoline, crude oil, natural gas and heating oil are relevant because the
General Partner endeavors to invest UGA’s assets in Futures Contracts and Other
Gasoline-Related Investments so that daily changes in UGA’s NAV correlate as
closely as possible with daily changes in the price of the Benchmark Futures
Contract. If certain other fuel-based commodity futures contracts do not
closely correlate with the gasoline Futures Contracts, then their use could lead
to greater tracking error. As noted, the General Partner also believes that the
changes in the price of the Benchmark Futures Contract will closely correlate
with changes in the spot price of gasoline.





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. UGA’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 UGA’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. The values which are used by UGA for its forward contracts
are provided by its commodity broker who uses market prices when available,
while over-the-counter contracts are valued based on the 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, UGA 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





UGA has
not made, and does not anticipate making, use of borrowings or other lines of
credit to meet its obligations. UGA has met, and it is anticipated that UGA 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. UGA’s liquidity needs include:
redeeming units, providing margin deposits for its existing Futures Contracts or
the purchase of additional Futures Contracts and posting collateral for its
over-the-counter contracts and, except as noted below, payment of its expenses,
summarized below under “Contractual Obligations.”





UGA
currently generates cash primarily from (i) the sale of baskets consisting of
100,000 units (“Creation Baskets”) and (ii) interest earned on Treasuries, cash
and/or cash equivalents. UGA has allocated substantially all of its net assets
to trading in Gasoline Interests. UGA invests in Gasoline Interests to the
fullest extent possible without being leveraged or unable to satisfy its current
or potential margin or collateral obligations with respect to its investments in
Futures Contracts and Other Gasoline-Related Investments. A significant portion
of the NAV is held in cash and cash equivalents that are used as margin and
as collateral for UGA’s trading in Gasoline Interests. The balance of the
net assets is held in UGA’s account at its custodian bank. Interest earned on
UGA’s interest-bearing funds is paid to UGA.




26




UGA’s
investment in Gasoline Interests may be subject to periods of illiquidity
because of market conditions, regulatory considerations and other reasons. For
example, most commodity exchanges limit the fluctuations in 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 a 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 UGA
from promptly liquidating its positions in Futures Contracts. During
the three month period ended March 31, 2009, UGA was not forced to purchase or
liquidate any of its positions while daily limits were in effect; however, UGA
cannot predict whether such an event may occur in the future.





Prior to
the initial offering of UGA, all payments with respect to UGA’s expenses were
paid by the General Partner.  UGA does not have an obligation or
intention to refund such payments by the General Partner.  The General
Partner is under no obligation to pay UGA’s current or future expenses. Since
such date, UGA has been responsible for expenses relating to (i) investment
management fees, (ii) brokerage fees and commissions, (iii) licensing fees
for the use of intellectual property, (iv) ongoing registration expenses in
connection with offers and sales of its units subsequent to the initial
offering, (v) taxes and other expenses, including certain tax reporting costs,
(vi) fees and expenses of the independent directors of the General Partner and
(vii) other extraordinary expenses not in the ordinary course of business, while
the General Partner has been responsible for expenses relating to the fees of
UGA’s marketing agent, administrator and custodian. If the General Partner
and UGA are unsuccessful in raising sufficient funds to cover these respective
expenses or in locating any other source of funding, UGA will terminate and
investors may lose all or part of their
investment.





Market
Risk





Trading
in Futures Contracts and Other Gasoline-Related Investments, such as
forwards, involves UGA entering into contractual commitments to purchase or
sell gasoline at a specified date in the future. The aggregate market value of
the contracts will significantly exceed UGA’s future cash requirements
since UGA intends to close out its open positions prior to settlement. As a
result, UGA is generally only subject to the risk of loss arising from
the change in value of the contracts. UGA considers the “fair value” of its
derivative instruments to be the unrealized gain or loss on the contracts. The
market risk associated with UGA’s commitments to purchase gasoline is limited to
the aggregate market value of the contracts held. However, should UGA enter into
a contractual commitment to sell gasoline, it would be required to make delivery
of the gasoline at the contract price, repurchase the contract at prevailing
prices or settle in cash. Since there are no limits on the future price of
gasoline, the market risk to UGA could be unlimited.




UGA’s
exposure to market risk depends on a number of factors, including the
markets for gasoline, the volatility of interest rates and foreign exchange
rates, the liquidity of the Futures Contracts and Other Gasoline-Related
Investments markets and the relationships among the contracts held by UGA. The
limited experience that UGA has had in utilizing its model to trade in
Gasoline Interests in a manner intended to track the changes in the spot price
of gasoline, 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 UGA
enters into Futures Contracts and Other Gasoline-Related Investments, it is
exposed to the credit risk that the counterparty will not be able to meet its
obligations. The counterparty for the 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 UGA in such circumstances.




27




The
General Partner attempts to manage the credit risk of UGA by following
various trading limitations and policies. In particular, UGA generally posts
margin and/or holds liquid assets that are approximately equal to the market
value of its obligations to counterparties under the Futures Contracts and Other
Gasoline-Related Investments 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 UGA to limit its credit
exposure.





UBS
Securities LLC, UGA’s commodity broker, or any other broker that may be retained
by UGA in the future, when acting as UGA’s futures commission merchant in
accepting orders to purchase or sell Futures Contracts on United States
exchanges, is required by CFTC regulations to separately account for and
segregate as belonging to UGA, all assets of UGA relating to domestic Futures
Contracts trading. These futures commission merchants are not allowed to
commingle UGA’s assets with its other assets. In addition, the CFTC requires
commodity brokers to hold in a secure account the UGA assets related to foreign
Futures Contracts trading.





In the
future, UGA may purchase over-the-counter contracts. See “Item 3. Quantitative
and Qualitative Disclosures About Market Risk” of this quarterly report on Form
10-Q for a discussion of over-the-counter contracts.





As of
March 31, 2009, UGA had deposits in domestic and foreign financial
institutions,including
cash investments in money market funds, in the amount of $64,461,963. This
amount is subject to loss should these institutions cease
operations.





Off
Balance Sheet Financing





As of
March 31, 2009, UGA 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 UGA. While UGA’s exposure under these indemnification
provisions cannot be estimated, they are not expected to have a material impact
on UGA’s financial position.





Redemption
Basket Obligation





In order
to meet its investment objective and pay its contractual obligations described
below, UGA requires liquidity to redeem units, which redemptions must be in
blocks of 100,000 units called “Redemption Baskets.” UGA 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





UGA’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 UGA’s NAV, currently 0.60% of NAV on its average net
assets.




The
General Partner agreed to pay the start-up costs associated with the
formation of UGA, primarily its legal, accounting and other costs in connection
with the General Partner’s registration with the CFTC as a CPO and the
registration and listing of UGA and its units with the SEC, FINRA and the
AMEX, respectively. However, following UGA’s initial offering of units, offering
costs incurred in connection with registering and listing additional units of
UGA are directly borne on an ongoing basis by UGA, and not by the General
Partner.





The
General Partner pays the fees of UGA’s marketing agent, ALPS Distributors,
Inc., and the fees of the custodian and transfer agent, Brown Brothers Harriman
& Co. (“BBH&Co.”), as well as BBH&Co.’s fees for performing
administrative services, including in connection with the preparation of UGA’s
condensed financial statements and its SEC and CFTC reports.  The
General Partner and UGA have also entered into a licensing agreement
with the NYMEX pursuant to which UGA and the affiliated funds managed by the
General Partner pay a licensing fee to the NYMEX. UGA also pays the
fees and expenses associated with its tax accounting and reporting requirements
with the exception of certain initial implementation service fees and base
service fees which are paid by the General Partner. The
General Partner, though under no obligation to do so, agreed to pay certain
costs for tax reporting and audit expenses normally borne by UGA to the extent
that such expenses exceeded 0.15% (15 basis points) of UGA’s NAV, on an
annualized basis, through at least June 30, 2009. The General Partner has no
obligation to continue such payment into subsequent periods.




28




In
addition to the General Partner’s management fee, UGA 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, and,
subsequent to the initial offering, registration and other fees paid to the SEC,
FINRA, or other regulatory agencies in connection with the offer and sale of
units, as well as legal, printing, accounting and other expenses associated
therewith, and extraordinary expenses. The latter are expenses not incurred in
the ordinary course of UGA’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.  UGA 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 UGA’s NAVs and trading levels to meet its investment objectives will
not be known until a future date. These agreements are effective for a specific
term agreed upon by the parties with an option to renew, or, in some cases, are
in effect for the duration of UGA’s existence. Either party may terminate these
agreements earlier for certain reasons described in the
agreements.





Item 3.  Quantitative
and Qualitative Disclosures About Market Risk.





Over-the-Counter
Derivatives




In the
future, UGA may purchase over-the-counter contracts. Unlike most of the
exchange-traded Futures Contracts or exchange-traded options on such futures,
each party to an over-the-counter contract bears the credit risk that the other
party may not be able to perform its obligations under its
contract.




Some
gasoline-based derivatives transactions contain fairly generic terms and
conditions and are available from a wide range of participants. Other
gasoline-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 gasoline- or petroleum-based
fuels that have terms similar to the 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 gasoline, forward gasoline prices or
gasoline futures prices. For example, UGA may enter into over-the-counter
derivative contracts whose value will be tied to changes in the difference
between the spot price of gasoline, the price of Futures Contracts
traded on the NYMEX and the prices of other Futures Contracts that may be
invested in by UGA.




To
protect itself from the credit risk that arises in connection with such
contracts, UGA may enter into agreements with each counterparty that provide for
the netting of its overall exposure to such counterparty, such as the agreements
published by the International Swaps and Derivatives Association, Inc. UGA
also may require that the counterparty be highly rated and/or provide
collateral or other credit support to address UGA’s exposure to the
counterparty. In addition, it is also possible for UGA and its counterparty to
agree to clear their agreement through an established futures clearinghouse such
as those connected to the NYMEX or the ICE Futures. In that event, UGA would no
longer have credit risk of its original counterparty, as the clearinghouse would
now be UGA’s counterparty. UGA would still retain any price risk associated with
its transaction.




The
creditworthiness of each potential counterparty is assessed by the General
Partner. The General Partner assesses or reviews, as appropriate, the
creditworthiness of each potential or existing counterparty to an
over-the-counter contract pursuant to guidelines approved by the General
Partner's board of directors (the “Board”). Furthermore, the
General Partner on behalf of UGA only enters into over-the-counter
contracts with counterparties who are, or are affiliates of, (a) banks
regulated by a United States federal bank regulator, (b) broker-dealers
regulated by the SEC, (c) insurance companies domiciled in the United
States, and (d) producers, users or traders of energy, whether or not
regulated by the CFTC. Any entity acting as a counterparty shall be
regulated in either the United States or the United Kingdom unless
otherwise approved by the Board after consultation with its legal counsel.
Existing counterparties are also reviewed periodically by the General
Partner.




29




UGA
anticipates that the use of Other Gasoline-Related Investments together with its
investments in Futures Contracts will produce price and total return results
that closely track the investment goals of UGA.





UGA 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 Futures Contract. UGA 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 UGA to changes in the price
relationship between futures contracts which will expire sooner and those that
will expire later. UGA 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 UGA, or if the
General Partner felt it would lead to an overall lower cost of trading to
achieve a given level of economic exposure to movements in gasoline prices. UGA
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.
UGA 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 UGA or if it would lead to an overall lower cost of trading to achieve a
given level of economic exposure to movements in gasoline prices.




During
the three month period ended March 31, 2009, UGA did not employ any hedging
methods such as those described above since all of its investments were made
over an exchange. Therefore, UGA was not exposed to counterparty
risk.





Item 4.  Controls and
Procedures.




Disclosure
Controls and Procedures




UGA
maintains disclosure controls and procedures that are designed to ensure that
material information required to be disclosed in UGA’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 UGA
if UGA had any officers, have evaluated the effectiveness of UGA’s disclosure
controls and procedures and have concluded that the disclosure controls and
procedures of UGA have been effective as of the end of the period covered by
this quarterly report on Form 10-Q.





Change
in Internal Control Over Financial Reporting




There
were no changes in UGA’s internal control over financial reporting during UGA’s
last fiscal quarter that have materially affected, or are reasonably likely to
materially affect, UGA’s internal control over financial
reporting.


30





Part II. OTHER INFORMATION




Item
1.  Legal Proceedings.





Not
applicable.





Item
1A.  Risk Factors.





There has
not been a material change from the risk factors previously disclosed in UGA's
Annual Report on Form 10-K for the fiscal year ended December 31,
2008.





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





Not applicable.





Item
3.  Defaults Upon Senior Securities.





Not applicable.





Item
4.  Submission of Matters to a Vote of Security
Holders.





Not
applicable.





Item 5.  Other
Information.




Monthly
Account Statements




Pursuant
to the requirement under Rule 4.22 under the Commodity Exchange Act, each month
UGA publishes an account statement for its unitholders, which includes a
Statement of Income (Loss) and a Statement of Changes in NAV. The account
statement is furnished to 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 UGA’s
website at www.unitedstatesgasolinefund.com.




Item 6.  Exhibits.




Listed
below are the exhibits which are filed as part of this quarterly report on Form
10-Q (according to the number assigned to them in Item 601 of Regulation
S-K):




ExhibitNumber
              
              Description of Document31.1*
              
              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


31


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 Gasoline Fund, LP (Registrant)


By:
United States Commodity Funds LLC, its general partner





By:
                  /s/
      Nicholas D. Gerber


Nicholas D. Gerber


Chief Executive Officer





Date:  May
15, 2009





By:
                /s/
      Howard Mah


Howard
Mah


Chief Financial Officer





Date:  May
15, 2009


32