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,
  2010.


OR


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








Commission
File Number: 001-34016


United States Heating Oil Fund,
LP


(Exact
name of registrant as specified in its charter)




Delaware
              
              20-8837345(State
      or other jurisdiction of
                incorporation
      or organization)
              
              (I.R.S.
      Employer
                Identification
      No.)




1320
Harbor Bay Parkway, Suite 145


Alameda,
California 94502


(Address
of principal executive offices) (Zip code)




(510)
522-9600


(Registrant’s
telephone number, including area code)




N/A


(Former
name, former address and former fiscal year, if changed since last
report)




Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.




x
Yes     ̈ No




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





 ̈
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 HEATING OIL 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.
                    
                    30Item
      4. Controls and Procedures.
                    
                    31Part
      II. OTHER INFORMATIONItem
      1. Legal Proceedings.
                    
                    32Item
      1A. Risk Factors.
                    
                    32Item
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds.
                    
                    32Item
      3. Defaults Upon Senior Securities.
                    
                    32Item
      4. Reserved.
                    
                    32Item
      5. Other Information.
                    
                    32Item
      6. Exhibits.
                    
                    32





Part I.FINANCIAL
INFORMATION





Item
1. Condensed Financial Statements.





Index
to Condensed Financial Statements




Documents
                          
                          PageCondensedStatements of Financial Condition
      at March 31, 2010 (Unaudited) and December 31, 2009
                          
                          
                          2CondensedSchedule of Investments
      (Unaudited) at March 31, 2010
                          
                          
                          3Condensed
      Statements of Operations (Unaudited) for the three months ended March 31,
      2010 and 2009
                          
                          
                          4Condensed
      Statement of Changes in Partners’ Capital (Unaudited) for the three months
      ended March 31, 2010
                          
                          
                          5CondensedStatements of Cash Flows
      (Unaudited)for the
      three months ended March 31, 2010 and 2009
                          
                          
                          6Notes
      to Condensed Financial Statements for the period ended March 31, 2010
      (Unaudited)
                          
                          
                          7


1


United
States Heating Oil Fund, LP


Condensed
Statements of Financial Condition


At
March 31, 2010 (Unaudited) and December 31, 2009





March 31, 2010
                
                
                December 31, 2009AssetsCash
      and cash equivalents (Note 5)
                
                $
                11,282,176
                
                
                $
                13,521,796Equity
      in UBS Securities LLC trading accounts:Cash
                
                
                2,281,673
                
                
                
                1,756,727Unrealized
      gain on open commodity futures contracts
                
                
                177,089
                
                
                
                1,088,212Receivable
      from General Partner
                
                
                80,621
                
                
                
                211,527Interest
      receivable
                
                
                270
                
                
                
                658Other
      assets
                
                
                199,693
                
                
                
                181,699Total
      assets
                
                $
                14,021,522
                
                
                $
                16,760,619Liabilities
      and Partners' CapitalProfessional
      fees payable
                
                $
                86,200
                
                
                $
                225,750General
      Partner management fees payable (Note 3)
                
                
                7,057
                
                
                
                8,010Brokerage
      commission fees payable
                
                
                675
                
                
                
                675Other
      liabilities
                
                
                1,015
                
                
                
                1,089Total
      liabilities
                
                
                94,947
                
                
                
                235,524Commitments and Contingencies(Notes 3, 4 and 5)Partners'
      CapitalGeneral
      Partner
                
                
                -
                
                
                
                -Limited
      Partners
                
                
                13,926,575
                
                
                
                16,525,095Total
      Partners’ Capital
                
                
                13,926,575
                
                
                
                16,525,095Total
      liabilities and partners’ capital
                
                $
                14,021,522
                
                
                $
                16,760,619Limited
      Partners’ units outstanding
                
                
                500,000
                
                
                
                600,000Net
      asset value per unit
                
                $
                27.85
                
                
                $
                27.54Market
      value per unit
                
                $
                27.67
                
                
                $
                27.61





See
accompanying notes to condensed financial statements.


2


United
States Heating Oil Fund, LP


Condensed
Schedule of Investments (Unaudited)


At
March 31, 2010





Gain
      onOpen
                        
                        
                        %
      ofNumber
      of
                        
                        
                        Commodity
                        
                        
                        Partners’Contracts
                        
                        
                        Contracts
                        
                        
                        CapitalOpen
      Futures Contracts—LongUnited
      States ContractsNYMEX
      Heating Oil Futures HO contracts, expire May 2010
                        
                        
                        152
                        
                        
                        $
                        177,089
                        
                        
                        
                        1.27





Principal
                            Amount
                          
                          
                          Market
                            ValueCash
      EquivalentsUnited
      States - Money Market FundFidelity
      Institutional Government Portfolio – Class I
                          
                          $
                          6,504,357
                          
                          
                          $
                          6,504,357
                          
                          
                          
                          46.70Goldman
      Sachs Financial Square Funds - Government Fund – Class SL
                          
                          
                          1,294,453
                          
                          
                          
                          1,294,453
                          
                          
                          
                          9.30Total
      Cash Equivalents
                          
                          
                          
                          
                          
                          $
                          7,798,810
                          
                          
                          
                          56.00





See
accompanying notes to condensed financial statements.


3


United
States Heating Oil Fund, LP


Condensed
Statements of Operations (Unaudited)


For
the three months ended March 31, 2010 and 2009





Three months
                  ended
                
                
                Three months
                  endedMarch 31, 2010
                
                
                March 31, 2009IncomeGain
      (loss) on trading of commodity futures contracts:Realized
      gain (loss) on closed positions
                
                $
                1,003,518
                
                
                $
                (538,549
                )Change
      in unrealized gain (loss) on open positions
                
                
                (911,123
                )
                
                
                200,491Interest
      income
                
                
                873
                
                
                
                3,560Other
      income
                
                
                1,000
                
                
                
                1,000Total
      income (loss)
                
                
                94,268
                
                
                
                (333,498
                )ExpensesProfessional
      fees
                
                
                86,200
                
                
                
                24,750General
      Partner management fees (Note 3)
                
                
                22,315
                
                
                
                6,148Brokerage
      commission fees
                
                
                3,572
                
                
                
                1,735Other
      expenses
                
                
                1,448
                
                
                
                345Total
      expenses
                
                
                113,535
                
                
                
                32,978Expense
      waiver
                
                
                (80,621
                )
                
                
                (23,213
                )Net
      expenses
                
                
                32,914
                
                
                
                9,765Net
      income (loss)
                
                $
                61,354
                
                
                $
                (343,263
                )Net
      income (loss) per limited partnership unit
                
                $
                0.31
                
                
                $
                (1.17
                )Net
      income (loss) per weighted average limited partnership
unit
                
                $
                0.11
                
                
                $
                (1.70
                )Weighted
      average limited partnership units outstanding
                
                
                571,111
                
                
                
                202,222





See
accompanying notes to condensed financial statements.


4


United
States Heating Oil Fund, LP


Condensed
Statement of Changes in Partners’ Capital (Unaudited)


For
the three months ended March 31, 2010





General Partner
                
                
                Limited Partners
                
                
                TotalBalances,
      at December 31, 2009
                
                $
                -
                
                
                $
                16,525,095
                
                
                $
                16,525,095Redemption
      of 100,000 partnership units
                
                
                -
                
                
                
                (2,659,874
                )
                
                
                (2,659,874
                )Net
      income
                
                
                -
                
                
                
                61,354
                
                
                
                61,354Balances,
      at March 31, 2010
                
                $
                -
                
                
                $
                13,926,575
                
                
                $
                13,926,575Net
      Asset Value Per UnitAt
      December 31, 2009
                
                $
                27.54At
      March 31, 2010
                
                $
                27.85





See
accompanying notes to condensed financial statements.


5


United
States Heating Oil Fund, LP


Condensed
Statements of Cash Flows (Unaudited)


For
the three months ended March 2010 and 2009





Three
      months ended
                  
                  
                  Three
      months endedMarch 31, 2010
                  
                  
                  March 31, 2009Cash
      Flows from Operating Activities:Net
      income (loss)
                  
                  $
                  61,354
                  
                  
                  $
                  (343,263
                  )Adjustments
      to reconcile net income (loss) to net cash provided by (used in) operating
      activities:(Increase)
      decrease in commodity futures trading account - cash
                  
                  
                  (524,946
                  )
                  
                  
                  485,184Unrealized
      (gain) loss on futures contracts
                  
                  
                  911,123
                  
                  
                  
                  (200,492
                  )Decrease
      in receivable from General Partner
                  
                  
                  130,906
                  
                  
                  
                  64,485(Increase)
      decrease in interest receivable and other assets
                  
                  
                  (17,606
                  )
                  
                  
                  33Increase
      (decrease) in General Partner management fees payable
                  
                  
                  (953
                  )
                  
                  
                  478Decrease
      in professional fees payable
                  
                  
                  (139,550
                  )
                  
                  
                  -Increase
      in brokerage commission fees payable
                  
                  
                  -
                  
                  
                  
                  100Decrease
      in other liabilities
                  
                  
                  (74
                  )
                  
                  
                  (76,304
                  )Net
      cash provided by (used in) operating activities
                  
                  
                  420,254
                  
                  
                  
                  (69,779
                  )Cash
      Flows from Financing Activities:Subscription
      of partnership units
                  
                  
                  -
                  
                  
                  
                  2,186,790Redemption
      of partnership units
                  
                  
                  (2,659,874
                  )
                  
                  
                  -Net
      cash provided by (used in) financing activities
                  
                  
                  (2,659,874
                  )
                  
                  
                  2,186,790Net
      Increase (Decrease) in Cash and Cash Equivalents
                  
                  
                  (2,239,620
                  )
                  
                  
                  2,117,011Cash and Cash
      Equivalents, beginning of period
                  
                  
                  13,521,796
                  
                  
                  
                  2,930,413Cash and Cash
      Equivalents, end of period
                  
                  $
                  11,282,176
                  
                  
                  $
                  5,047,424





See
accompanying notes to condensed financial statements.


6


United
States Heating Oil Fund, LP


Notes
to Condensed Financial Statements


For
the period ended March 31, 2010 (Unaudited)





NOTE 1 - ORGANIZATION AND
BUSINESS





The
United States Heating Oil Fund, LP (“USHO”) was organized as a limited
partnership under the laws of the state of Delaware on April 13, 2007. USHO is a
commodity pool that issues limited partnership units (“units”) that may be
purchased and sold on the NYSE Arca, Inc. (the “NYSE Arca”). Prior to November
25, 2008, USHO’s units traded on the American Stock Exchange (the “AMEX”). USHO
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 March 7, 2008 (the “LP Agreement”). The
investment objective of USHO is for the changes in percentage terms of its
units’ net asset value to reflect the changes in percentage terms of the spot
price of heating oil (also known as No. 2 fuel oil) for delivery to the New York
harbor as measured by the changes in the price of the futures contract for
heating oil 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 USHO’s expenses. USHO accomplishes its objective
through investments in futures contracts for heating oil, crude oil, gasoline,
natural gas and other petroleum-based fuels that are traded on the NYMEX, ICE
Futures or other U.S. and foreign exchanges (collectively, “Futures Contracts”)
and other heating oil-related investments such as cash-settled options on
Futures Contracts, forward contracts for heating oil, cleared swap contracts and
over-the-counter transactions that are based on the price of heating oil, crude
oil and other petroleum-based fuels, Futures Contracts and indices based on the
foregoing (collectively, “Other Heating Oil-Related Investments”). As of March
31, 2010, USHO held 152 Futures Contracts for heating oil traded on the
NYMEX.





USHO
commenced investment operations on April 9, 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 USHO. 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 (the “CFTC”) 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 Gasoline
Fund, LP (“UGA”), 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 “UGA” on February 26, 2008, respectively. As a result of
the acquisition of the AMEX by NYSE Euronext, each of USOF’s, USNG’s, US12OF’s
and UGA’s units commenced trading on the NYSE Arca on November 25, 2008. The
General Partner is also the general partner of the United States Short Oil Fund,
LP (“USSO”) and the United States 12 Month Natural Gas Fund, LP (“US12NG”),
which listed their limited partnership units on the NYSE Arca on September 24,
2009 and November 18, 2009, respectively. The General Partner has also filed
registration statements to register units of the United States Brent Oil Fund,
LP (“USBO”) and the United States Commodity Index Fund (“USCI”).





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.





USHO issues
units to certain authorized purchasers (“Authorized Purchasers”) by offering
baskets consisting of 100,000 units (“Creation Baskets”) through ALPS
Distributors, Inc., as the marketing agent (the “Marketing Agent”). The purchase
price for a Creation Basket is based upon the net asset value of a unit
calculated shortly after the close of the core trading session on the NYSE Arca
on the day the order to create the basket is properly received. In
addition, Authorized Purchasers pay USHO a $1,000 fee for each order placed
to create one or more Creation Baskets or to 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 USHO but rather at market prices quoted on such
exchange.


7





In April
2008, USHO initially registered 10,000,000 units on Form S-1 with the SEC. On
April 9, 2008, USHO listed its units on the AMEX under the ticker symbol “UHN”.
On that day, USHO established its initial net asset value by setting the price
at $50.00 per unit and issued 200,000 units in exchange for $10,001,000. USHO
also commenced investment operations on April 9, 2008, by purchasing Futures
Contracts traded on the NYMEX based on heating oil. As of March 31, 2010, USHO
had registered a total of 10,000,000 units.





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. USHO 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, USHO 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





USHO 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.





Creations
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 calculated
shortly after the close of the core trading session on the NYSE Arca on the day
the order is placed.




USHO
receives or pays the proceeds from units sold or redeemed within three business
days after the trade date of the purchase or redemption. The amounts due from
Authorized Purchasers are reflected in USHO’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 USHO 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





USHO’s
net asset value is calculated on each NYSE Arca 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. USHO
uses the closing price for the contracts on the relevant exchange on that day to
determine the value of contracts held on such exchange.


8





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, 2010.





Offering
Costs





Offering
costs incurred in connection with the registration of additional units after the
initial registration of units are borne by USHO. These costs include
registration fees paid to regulatory agencies and all legal, accounting,
printing and other expenses associated with such offerings. 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
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 USHO’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 USHO in accordance with the objectives and policies of USHO. 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 USHO. For these services, USHO is contractually obligated to pay the
General Partner a fee, which is paid monthly, that is equal to 0.60% per annum
of average daily net assets.




Ongoing
Registration Fees and Other Offering Expenses





USHO pays
all costs and expenses associated with the ongoing registration of its 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 months ended March 31, 2010 and 2009, USHO incurred $360 and $0,
respectively, in registration fees and other offering expenses.




Directors’
Fees and Expenses





USHO 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 the General Partner’s audit
committee members. Effective as of April 1, 2010, USHO is also responsible
for paying its portion of any payments that may become due tothe independent
directorspursuant to
thedeferred
compensationagreements entered into
between the independent directors, the General Partner and each of the funds.
USHO shares these fees and expenses with USOF, USNG, US12OF, UGA, USSO and
US12NG based on the relative assets of each fund, computed on a daily basis.
These fees and expenses are estimated to be a total of $538,870 for all
funds.





9




Licensing
Fees





As
discussed in Note 4, USHO entered into a licensing agreement with the NYMEX
on May 30, 2007. Pursuant to the agreement, USHO 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 months ended March 31,
2010 and 2009, USHO incurred $864 and $257 respectively, under this
arrangement.





Investor
Tax Reporting Cost





The fees
and expenses associated with USHO’s audit expenses and tax accounting and
reporting requirements are paid by USHO. These costs for the calendar year 2010
are estimated to be $153,311.





Other
Expenses and Fees and Expense Waivers





In
addition to the fees described above, USHO pays all brokerage fees and other
expenses in connection with the operation of USHO, 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 USHO’s NAV, on an annualized
basis, through June 30, 2010. The General Partner has no obligation to continue
such payment into subsequent periods.





NOTE
4 - CONTRACTS AND AGREEMENTS





USHO is
party to a marketing agent agreement, dated as of March 10, 2008, with the
Marketing Agent and the General Partner, whereby the Marketing Agent provides
certain marketing services for USHO as outlined in the agreement. The fee of the
Marketing Agent, which is borne by the General Partner, is equal to 0.06% on
USHO’s assets up to $3 billion; and 0.04% on USHO’s assets in excess of $3
billion.




The above
fee does 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.





USHO is
also party to a custodian agreement, dated March 13, 2008, with Brown Brothers
Harriman & Co. (“BBH&Co.”) and the General Partner, whereby BBH&Co.
holds investments on behalf of USHO. The General Partner pays the fees of
the custodian, which are determined by the parties from time to time. In
addition, USHO 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 USHO. 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 USHO 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
USHO’s, USOF’s, USNG’s, US12OF’s, UGA’s, USSO’s and US12NG’s combined net
assets, (b) 0.0465% for USHO’s, USOF’s, USNG’s, US12OF’s, UGA’s, USSO’s and
US12NG’s combined net assets greater than $500 million but less than $1 billion,
and (c) 0.035% once USHO’s, USOF’s, USNG’s, US12OF’s, UGA’s and USSO’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 $15.00 per
transaction.





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


10





On May
30, 2007, USHO and the NYMEX entered into a licensing agreement whereby USHO was
granted a non-exclusive license to use certain of the NYMEX’s settlement prices
and service marks. Under the licensing agreement, USHO 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.





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





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





USHO engages
in the trading of futures contracts and options on futures contracts
(collectively, “derivatives”). USHO 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.





USHO 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. Some
futures contracts may call for physical delivery of the asset, while others are
settled in cash. 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
USHO 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 USHO 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, USHO must rely solely on the credit of its
respective individual counterparties. However, in the future, if USHO 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. USHO also has credit risk since the sole counterparty
to all domestic and foreign futures contracts is the clearinghouse for the
exchange on which the relevant contracts are traded. In addition, USHO bears the
risk of financial failure by the clearing broker.





USHO’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 USHO’s assets posted with that futures commission merchant;
however, the vast majority of USHO’s assets are held in Treasuries, cash and/or
cash equivalents with USHO’s custodian and would not be impacted by the
insolvency of a futures commission merchant. Also, the failure or insolvency of
USHO’s custodian could result in a substantial loss of USHO’s
assets.


11





USHO invests
a portion of its cash in money market funds that seek to maintain a stable net
asset value. USHO is exposed to any risk of loss associated with an investment
in these money market funds. As of March 31, 2010 and December 31, 2009, USHO
had deposits in domestic and foreign financial institutions,including cash investments in
money market funds, in the amounts of $13,563,849 and $15,278,523, 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, USHO 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, USHO 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.





USHO’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, USHO 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 USHO 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
– FAIR VALUE OF FINANCIAL INSTRUMENTS




USHO
values its investments in accordance with Accounting Standards Codification 820
– Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 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 past practice resulting from the application of ASC 820 relate to the
definition of fair value, the methods used to measure fair value, and the
expanded disclosures about fair value measurement. ASC 820 establishes a fair
value hierarchy that distinguishes between (1) market participant assumptions
developed based on market data obtained from sources independent of USHO
(observable inputs) and (2) USHO’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 ASC 820
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).




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 USHO’s securities at March 31, 2010
using the fair value hierarchy:




At March
      31, 2010
                
                Total
                
                
                Level
      I
                
                
                Level
      II
                
                
                Level
      IIIShort-Term
      Investments
                
                $
                7,798,810
                
                
                $
                7,798,810
                
                
                $
                -
                
                
                $
                -Exchange-Traded
      Futures ContractsUnited
      States Contracts
                
                
                117,089
                
                
                
                117,089
                
                
                
                -
                
                
                
                -




12




During
the three months ended March 31, 2010, there were no significant transfers
between Level I and Level II.





Effective
January 1, 2009, USOF adopted the provisions of Accounting Standards
Codification 815 —Derivatives and Hedging, which require presentation of
qualitative disclosures about objectives and strategies for using derivatives,
quantitative disclosures about fair value amounts and gains and losses on
derivatives.





Fair
Value of Derivative Instruments





At
      March 31, 2010
                                    
                                    
                                    At
      December 31, 2009Derivatives
      notAccounted
      for as
                                    
                                    Statement
      of FinancialHedging
      Instruments
                                    
                                    Condition
      Location
                                    
                                    
                                    Fair
      Value
                                    
                                    
                                    Fair
      ValueFutures
      -Commodity
      Contracts
                                    
                                    Assets
                                    
                                    
                                    $
                                    117,089
                                    
                                    
                                    $
                                    1,088,212





The
Effect of Derivative Instruments on the Statements of Operations





For
      the three months ended
                              
                              
                              For
      the three months endedMarch
      31, 2010
                              
                              
                              March
      31, 2009Location
      of
                              
                              Realized
                              
                              
                              Change
      in
                              
                              
                              Realized
                              
                              
                              Change
      inDerivatives
      not
                              
                              Gain
      or (Loss)
                              
                              Gain
      or (Loss)
                              
                              
                              Unrealized
                              
                              
                              Gain
      or (Loss)
                              
                              
                              UnrealizedAccounted
                              
                              on
      Derivatives
                              
                              on
      Derivatives
                              
                              
                              Gain
      or (Loss)
                              
                              
                              on
      Derivatives
                              
                              
                              Gain
      or (Loss)for
      as Hedging
                              
                              Recognized
                              
                              Recognized
                              
                              
                              Recognized
                              
                              
                              Recognized
                              
                              
                              RecognizedInstruments
                              
                              in
      Income
                              
                              in
      Income
                              
                              
                              in
      Income
                              
                              
                              in
      Income
                              
                              
                              in
      IncomeFutures
      -
                              
                              Realized
      gain (loss) on
                              
                              $
                              1,003,518
                              
                              
                              
                              
                              
                              
                              $
                              (538,549)Commodity
      Contracts
                              
                              closed
      positionsChange
      in unrealized
                              
                              
                              
                              
                              
                              $
                              (911,123)
                              
                              
                              
                              
                              
                              
                              $
                              200,491gain
      (loss) on openpositions





NOTE
7 - FINANCIAL HIGHLIGHTS





The
following table presents per unit performance data and other supplemental
financial data for the three months ended March 31, 2010 and 2009 for the
unitholders. This information has been derived from information presented in the
condensed financial statements.




For
      the three months
                        ended
                      
                      
                      For
      the three months
                        endedMarch
      31, 2010
                      
                      
                      March
      31, 2009(Unaudited)
                      
                      
                      (Unaudited)Per Unit Operating
    Performance:Net
      asset value, beginning of period
                      
                      $
                      27.54
                      
                      
                      $
                      21.94Total
      income (loss)
                      
                      
                      0.37
                      
                      
                      
                      (1.12
                      )Net
      expenses
                      
                      
                      (0.06
                      )
                      
                      
                      (0.05
                      )Net
      increase (decrease) in net asset value
                      
                      
                      0.31
                      
                      
                      
                      (1.17
                      )Net
      asset value, end of period
                      
                      $
                      27.85
                      
                      
                      $
                      20.77Total
      Return
                      
                      
                      1.13
                      %
                      
                      
                      (5.33
                      )%Ratios
      to Average Net AssetsTotal
      income (loss)
                      
                      
                      0.62
                      %
                      
                      
                      (8.02
                      )%Management
      fees*
                      
                      
                      0.60
                      %
                      
                      
                      0.60
                      %Total
      expenses excluding management fees*
                      
                      
                      2.45
                      %
                      
                      
                      2.62
                      %Expense
      waived*
                      
                      
                      (2.17
                      )
                      
                      
                      (2.27
                      )%Net
      expenses excluding management fees*
                      
                      
                      0.28
                      
                      
                      
                      0.35
                      %Net
      income (loss)
                      
                      
                      0.41
                      %
                      
                      
                      (8.26
                      )%*Annualized


13


Total
returns are calculated based on the change in value during the period. An
individual unitholder’s total return and ratio may vary from the above total
returns and ratios based on the timing of contributions to and withdrawals from
USHO.





NOTE
8 – RECENT ACCOUNTING PRONOUNCEMENTS




In
January 2010, the Financial Accounting Standards Board issued Accounting
Standards Update (“ASU”)No. 2010-06 “Improving
Disclosures about Fair Value Measurements.” ASU No. 2010-06 clarifies existing
disclosure andrequires additional
disclosures regarding fair value measurements. Effective for fiscal years
beginningafter
December 15, 2010, and for interim periods within those fiscal years, entities
will need to disclose informationabout purchases, sales,
issuances and settlements of Level 3 securities on a gross basis, rather than as
a net number ascurrently required. The
General Partner is currently evaluating the impact ASU No. 2010-06 will have on
the financial statementdisclosures.




NOTE
9 – SUBSEQUENT EVENTS




USHO has
performed an evaluation of subsequent events through the date the financial
statements were available to be issued. This evaluation did not result in any
subsequent events that necessitated disclosures and/or adjustments.





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 Heating Oil Fund, LP
(“USHO”) 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 USHO’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 USHO’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
USHO cannot assure investors that the projections included in these
forward-looking statements will come to pass. USHO’s actual results could
differ materially from those expressed or implied by the forward-looking
statements as a result of various factors.
 
 USHO 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 USHO assumes no obligation to update any such
forward-looking statements. Although USHO 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 USHO may make directly to them or through reports that
USHO 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





USHO, 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 USHO is for the changes in percentage terms of its
units’ net asset value (“NAV”) to reflect the changes in percentage terms of the
spot price of heating oil, as measured by the changes in the price of the
futures contract for heating oil (also known as No. 2 fuel oil), 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 it will be measured by the
futures contract that is the next month contract to expire (the “Benchmark
Futures Contract”), less USHO’s expenses.





USHO
seeks to achieve its investment objective by investing in a combination of
heating oil futures contracts and other heating oil-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. USHO’s general partner believes the daily changes in the
prices of the Benchmark Futures Contract have historically closely tracked
the daily changes in the spot price of heating oil. It is not the intent of USHO
to be operated in a fashion such that the NAV will equal, in dollar terms, the
spot price of heating oil or any particular futures contract based on heating
oil. Management believes that it is not practical to manage the portfolio to
achieve such an investment goal when investing in listed heating oil futures
contracts and other heating oil-related investments.





On any
valuation day, the Benchmark Futures Contract is the near
month futures contract for heating oil traded on the NYMEX unless the
near month contract is within two weeks of expiration, in which case the
Benchmark Futures Contract is the next month contract for heating oil
traded on the NYMEX. “Near month contract” means the next contract traded on the
NYMEX due to expire. “Next month contract” means the first contract traded on
the NYMEX due to expire after the near month contract.





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





The
regulation of commodity interests in the United States is a rapidly changing
area of law and is subject to ongoing modification by governmental and judicial
action. As stated under the heading, “Risk Factors” in Item 1A of USHO’s annual
report on Form 10-K for the year ended December 31, 2009, regulation of the
commodity interests and energy markets is extensive and constantly changing;
future regulatory developments in the commodity interests and energy markets are
impossible to predict but may significantly and adversely affect
USHO.





Currently,
a number of proposals to alter the regulation of commodity interests are being
considered by federal regulators and legislators. These proposals include the
imposition of hard position limits on energy-based commodity futures contracts,
the extension of position and accountability limits to futures contracts on
non-U.S. exchanges previously exempt from such limits, and the forced use of
clearinghouse mechanisms for all over-the-counter transactions. An additional
proposal would aggregate and limit all positions in energy futures held by a
single entity, whether such positions exist on U.S. futures exchanges, non-U.S.
futures exchanges, or in over-the-counter contracts. The U.S. Commodity Futures
Trading Commission (the “CFTC”) has also recently published a proposed rule that
would impose fixed position limits on certain energy futures contracts,
including the Benchmark Futures Contract, without the need for any new
legislation to be passed. If any of the aforementioned proposals is implemented,
USHO’s ability to meet its investment objective may be negatively impacted and
investors could be adversely affected.


15





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





Heating
oil futures prices were volatile during the three months ended March 31, 2010.
The price of the Benchmark Futures Contract started the period at the $2.116 per
gallon level. It rose sharply over the course of the period and hit a peak on
January 6, 2010 of approximately $2.203 per gallon. The low of the period was on
February 5, 2010 when prices dropped to the $1.875 per gallon level. The period
ended with the Benchmark Futures Contract at $2.179 per gallon, up approximately
3.00% over the period. Similarly, USHO’s NAV rose during the period from a
starting level of $27.54 per unit to a high on January 6, 2010 of $28.68 per
unit. USHO’s NAV reached its low for the period on February 5, 2010 at $24.24
per unit. The NAV on March 31, 2010 was $27.85, up approximately 1.13% over the
period. The return of approximately 3.00% on the Benchmark Futures Contract
listed above is a hypothetical return only and could not actually be achieved by
an investor holding futures contracts. An investment in heating oil futures
contracts would need to be rolled forward during the time period described in
order to achieve such a result.




During
the first quarter of 2010, the heating oil futures market was in a state of
contango, meaning that the price of the near month heating oil futures contract
was typically lower than the price of the next month heating oil futures
contract, or contracts further away from expiration. For the first quarter of
2010, the heating oil futures market remained in contango, except for 1 day,
when the heating oil futures market moved into a mild backwardation market then
returned to a contango market. A backwardation market is one in which the price
of the near month heating oil futures contract is higher than the price of the
next month heating oil futures contract, or contracts further away from
expiration. At the end of the first quarter of 2010, the heating oil futures
market moved into a much steeper contango market and remained in contango
through the quarter ended March 31, 2010. For a discussion of the impact of
backwardation and contango on total returns, see “Term Structure of Heating Oil
Futures Prices and the Impact on Total Returns.”





Valuation
of Futures Contracts and the Computation of the NAV





The NAV
of USHO units is calculated once each NYSE Arca trading day. The NAV for a
particular trading day is released after 4:00 p.m. New York time. Trading during
the core trading session on the NYSE Arca typically closes at 4:00 p.m. New York
time. USHO’s administrator 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
USHO investments, including ICE Futures contracts or other
futures contracts, as of the earlier of the close of the NYSE Arca or
4:00 p.m. New York time.





Results
of Operations and the Heating Oil Market





Results of
Operations.On April 9, 2008, USHO listed its units on the American
Stock Exchange (the “AMEX”) under the ticker symbol “UHN.” On that day, USHO
established its initial offering price at $50.00 per unit and issued 200,000
units to the initial authorized purchaser Merrill Lynch Professional Clearing
Corp., in exchange for $10,001,000 in cash. As a result of the acquisition of
the AMEX by NYSE Euronext, USHO’s units no longer trade on the AMEX and
commenced trading on the NYSE Arca on November 25, 2008.




Since its
initial offering of 10,000,000 units, USHO has not made any subsequent offering
of its units. As of March 31, 2010, USHO had issued 800,000 units, 500,000 of
which were outstanding. As of March 31, 2010, there were 9,200,000 units
registered but not yet issued.




More
units may have been issued by USHO 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 USHO cannot be resold by
USHO. As a result, USHO 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, 2010 Compared to the Three Months Ended March 31,
2009


As of
March 31, 2010, the total unrealized gain on heating oil Futures Contracts owned
or held on that day was $177,089 and USHO established cash deposits, including
cash investments in money market funds, that were equal to $13,563,849. USHO
held 83.18% of its cash assets in overnight deposits and money market funds at
its custodian bank, while 16.82% of the cash balance was held as margin deposits
for the Futures Contracts purchased. The ending per unit NAV on March 31, 2010
was $27.85.





By
comparison, as of March 31, 2009, the total unrealized gain on heating oil
Futures Contracts owned or held on that day was $131,242 and USHO established
cash deposits, including cash investments in money market funds, that were equal
to $6,103,332. USHO held 82.70% of its cash assets in overnight deposits
and money market funds at its custodian bank, while 17.30% of the cash balance
was held as margin deposits for the Futures Contracts purchased. The ending per
unit NAV on March 31, 2009 was $20.77. The increase in the per unit NAV from
March 31, 2009 compared to March 31, 2010 was primarily a result of higher
prices for heating oil and the related increase in the value of the Futures
Contracts that USHO had invested in between the period ended March 31, 2009 and
the period ended March 31, 2010.





Portfolio Expenses. USHO’s
expenses consist of investment management fees, brokerage
fees and commissions, certain offering costs, licensing fees, the fees and
expenses of the independent directors of the General Partner and expenses
relating to tax accounting and reporting requirements. The management fee that
USHO pays to the General Partner is calculated as a percentage of the total net
assets of USHO. USHO pays the General Partner a management fee of 0.60% of
its average net assets.  The fee is accrued daily and paid
monthly.





During
the three months ended March 31, 2010, the daily average total net assets
of USHO were $15,083,361. The management fee paid by USHO during the
period amounted to $22,315, which was calculated at 0.60% of its average net
assets and was accrued daily. By comparison, during the three months ended March
31, 2009, the daily average total net assets of USHO were $4,155,889.
The management fee paid by USHO during the period amounted to $6,148, which was
calculated at 0.60% of its average net assets and was accrued
daily.





In
addition to the management fee, USHO pays all brokerage fees 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 and expenses for the
three months ended March 31, 2010 was $91,220, as compared to $26,830 for the
three months ended March 31, 2009. The increase in expenses from the three
months ended March 31, 2009 compared to the three months ended March 31, 2010
was primarily due to the relative size of USHO and activity that resulted from
its increased size, including increased licensing fees and increased tax
reporting costs due to the greater number of unitholders during the period.
USHO incurred $360 and $0 in fees and other expenses relating to the
registration and offering of additional units during the three months ended
March 31, 2010 and 2009, respectively.




USHO 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 the General Partner’s audit
committee members. USHO shares these fees and expenses 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”), the United
States Gasoline Fund, LP (“UGA”), the United States Short Oil Fund, LP (“USSO”)
and the United States 12 Month Natural Gas Fund, LP (“US12NG”), based on the
relative assets of each fund computed on a daily basis. These fees for calendar
year 2010 are estimated to be a total of $538,870 for all funds. By comparison,
for the year ended December 31, 2009, these fees amounted to a total of $433,046
for all funds, and USHO’s portion of such fees was $644.80. Directors’ expenses
are expected to increase in 2010 due to an increase in the amount of directors’
and officers’ liability insurance coverage. Effective as of March 3, 2009, the
General Partner 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’ liability insurance coverage. Effective as of April 1, 2010, USHO is
also responsible for paying its portion of any payments that may become due
tothe independent
directorspursuant to
thedeferred
compensationagreements entered into
between the independent directors, the General Partner and each of the
funds.




17




USHO also
incurs commissions to brokers for the purchase and sale of Futures Contracts,
Other Heating Oil-Related Investments or short-term obligations of the
United States of two years or less (“Treasuries”). During the three months ended
March 31, 2010, total commissions paid to brokers amounted to $3,572. By
comparison, during the three months ended March 31, 2009, total commissions paid
to brokers amounted to $1,735. The increase in the total commissions paid to
brokers from the three months ended from March 31, 2009 to the three months
ended March 31, 2010 was primarily a function of the increase in USHO’s average
total net assets during the three months ended March 31, 2010. The increase in
assets required USHO 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, 2010 represents
approximately 0.10% of total net assets. By comparison, the figure for the three
months ended March 31, 2009 represented approximately 0.17% 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.





The fees
and expenses associated with USHO’s audit expenses and tax reporting
requirements are paid by USHO. These costs are estimated to be $153,311 for the
calendar year 2010. 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 USHO’s NAV, on an annualized basis, through June 30, 2010,
after which date such payments are no longer necessary. The General Partner has
no obligation to continue such payment into subsequent periods.




Interest Income. USHO seeks
to invest its assets such that it holds Futures Contracts and Other Heating
Oil-Related Investments in an amount equal to the total net assets of its
portfolio. Typically, such investments do not require USHO to pay the full
amount of the contract value at the time of purchase, but rather require USHO to
post an amount as a margin deposit against the eventual settlement of the
contract. As a result, USHO retains an amount that is approximately equal to its
total net assets, which USHO 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 USHO’s custodian bank. The Treasuries, cash and/or cash
equivalents earn interest that accrues on a daily basis. For the three
months ended March 31, 2010, USHO earned $873 in interest income on such cash
and/or cash equivalents. Based on USHO’s average daily total net assets, this
was equivalent to an annualized yield of 0.02%. USHO did not
purchase Treasuries during the three months ended March 31, 2010 and held
only cash and/or cash equivalents during this time period. By comparison, for
the three months ended March 31, 2009, USHO earned $3,560 in interest income on
such cash and/or cash equivalents. Based on USHO’s average daily total net
assets, this was equivalent to an annualized yield of 0.35%. USHO did not
purchase Treasuries during the three months ended March 31, 2009 and held only
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 months ended
March 31, 2010 compared to the three months ended March 31, 2009. As a result,
the amount of interest earned by USHO as a percentage of total net assets was
lower during the three months ended March 31, 2010 compared to the three months
ended March 31, 2009.




Tracking
USHO’s Benchmark





USHO
seeks to manage its portfolio such that changes in its average daily NAV, on a
percentage basis, closely track the changes in the average daily price of the
Benchmark Futures Contract, also on a percentage basis. Specifically, USHO
seeks to manage the portfolio such that over any rolling period of 30 valuation
days, the average daily change in its 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 price of the
Benchmark Futures Contract for a particular 30-day time period was 0.5% per day,
USHO’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). USHO’s portfolio management goals do
not include trying to make the nominal price of USHO’s NAV equal to the nominal
price of the current Benchmark Futures Contract or the spot price for
heating oil. Management believes that it is not practical to manage the
portfolio to achieve such an investment goal when investing in listed heating
oil Futures Contracts.


18


For the
30 valuation days ended March 31, 2010, the simple average daily change in the
Benchmark Futures Contract was 0.250%, while the simple average daily change in
the NAV of USHO over the same time period was 0.248%. The average daily
difference was -0.002% (or -0.2 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 0.597%, meaning that over
this time period USHO’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 USHO’s NAV versus the daily movement of the Benchmark Futures
Contract for the 30-day period ended March 31, 2010.











*PAST
PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS


19











*PAST
PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS





Since the
offering of USHO’s units to the public on April 9, 2008 to March 31, 2010,
the simple average daily change in the Benchmark Futures Contract was
-0.078%, while the simple average daily change in the NAV of USHO over the same
time period was -0.078%. The average daily difference was 0.00% (or 0 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 -0.632%, meaning that over this time period USHO’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 USHO versus the
return of its Benchmark Futures Contract can be calculated by comparing the
actual return of USHO, measured by changes in its NAV, versus the expected changes in its NAV
under the assumption that USHO’s returns had been exactly the same as the daily
changes in its Benchmark Futures Contract.





For the
three months ended March 31, 2010, the actual total return of USHO as measured
by changes in its NAV was 1.13%. This is based on an initial NAV of $27.54
on December 31, 2009 and an ending NAV as of March 31, 2010 of $27.85. During
this time period, USHO made no distributions to its unitholders. However, if
USHO’s daily changes in its NAV had instead exactly tracked the changes in the
daily return of the Benchmark Futures Contract, USHO would have ended the first
quarter of 2010 with an estimated NAV of $27.90, for a total return over
the relevant time period of 1.32%. The difference between the actual NAV total
return of USHO of 1.13% and the expected total return based on the Benchmark
Futures Contract of 1.32% was an error over the time period of 0.19%, which is
to say that USHO’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 net
impact of the expenses and the interest that USHO collects on its cash and cash
equivalent holdings. During the three months ended March 31, 2010, USHO received
interest income of $873, which is equivalent to a weighted average interest rate
of 0.02% for such period. In addition, during the three months ended March 31,
2010, USHO also collected $1,000 from its authorized purchasers (“Authorized
Purchasers”) creating or redeeming baskets of units. This income contributed to
USHO’s actual return. However, if the total assets of USHO 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 months ended March 31, 2010, USHO incurred total net expenses
of $32,914. Income from interest and Authorized Purchaser collections net of
expenses was $(31,041) which is equivalent to a weighted average net interest
rate of (0.83)% for the three months ended March 31, 2010.


20


By
comparison, for the three months ended March 31, 2009, the actual total return
of USHO as measured by changes in its NAV was -5.33%. This was based on an
initial NAV of $21.94 on December 31, 2008 and an ending NAV as of March
31, 2009 of $20.77. During this time period, USHO made no distributions to
its unitholders. However, if USHO’s daily changes in its NAV had instead exactly
tracked the changes in the daily return of the Benchmark Futures Contract, USHO
would have ended the first quarter of 2009 with an estimated NAV of $20.75,
for a total return over the relevant time period of -5.41%. The difference
between the actual NAV total return of USHO of -5.33% and the expected total
return based on the Benchmark Futures Contract of -5.41% was an error over the
time period of 0.08%, which is to say that USHO’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 USHO collected on its cash and
cash equivalent holdings. During the three months ended March 31, 2009, USHO
received interest income of $3,560, which is equivalent to a weighted average
interest rate of 0.35% for such period. In addition, during the three months
ended March 31, 2009, USHO also collected $1,000 from Authorized Purchasers
creating or redeeming baskets of units. This income contributed to USHO’s actual
return. During the three months ended March 31, 2009, USHO incurred total net
expenses of $9,765. Income from interest and Authorized Purchaser collections
net of expenses was $(5,205), which is equivalent to a weighted average net
interest rate of (0.51)% for the three months ended March 31, 2009.





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





First,
USHO 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 USHO executes the trade. In that case, USHO 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 USHO to either be too
high or too low relative to the changes in the Benchmark Futures Contract.
During the three months ended March 31, 2010, 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 USHO 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
USHO’s attempt to track the Benchmark Futures Contract over
time.





Second,
USHO earns interest on its cash, cash equivalents and Treasury holdings.
USHO is not required to distribute any portion of its income to its unitholders
and did not make any distributions to unitholders during the three months ended
March 31, 2010. Interest payments, and any other income, were retained within
the portfolio and added to USHO’s NAV. When this income exceeds the level of
USHO’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), USHO will
realize a net yield that will tend to cause daily changes in the NAV of USHO to
track slightly higher than daily changes in the Benchmark Futures Contract.
During the three months ended March 31, 2010, USHO earned, on an annualized
basis, approximately 0.02% on its cash holdings. It also incurred cash expenses
on an annualized basis of 0.60% for management fees and approximately 0.09% in
brokerage commission costs related to the purchase and sale of futures
contracts, and 0.19% for other expenses. The foregoing fees and expenses
resulted in a net yield on an annualized basis of approximately (0.86)% and
affected USHO’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
decrease. Conversely, if short-term interest rates were to decline, the amount
of error created by the yield would increase. 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,
USHO may hold Other Heating Oil-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 USHO that are either too
high, or too low, relative to the daily changes in the Benchmark Futures
Contract. During the three months ended March 31, 2010, USHO did not hold any
Other Heating Oil-Related Investments. However, there can be no assurance that
in the future USHO will not make use of such Other Heating Oil-Related
Investments, which may have the effect of increasing transaction related
expenses and result in increased tracking error.


21


Term Structure of Heating Oil
Futures Prices and the Impact on Total Returns.Several factors determine
the total return from investing in a futures contract position. One factor that
impacts the total return that will result from investing in near
month heating oil futures contracts and “rolling” those contracts forward
each month is the price relationship between the current near month contract and
the next month contract. 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 heating oil 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 heating oil
will fluctuate based on a number of market factors, including demand for
heating oil relative to its supply. The value of the near month contract will
likewise fluctuate in reaction to a number of market factors. If investors
seek to maintain their position in a near month contract and not take delivery
of the heating oil, every month they must sell their current near month contract
as it approaches expiration and invest in the next month contract.





If the
futures market is in backwardation, e.g., when the expected price
of heating oil in the future would be less, the investor would be buying a next
month contract for a lower price than the current near month contract.
Hypothetically, and assuming no other changes to either prevailing heating oil
prices or the price relationship between the spot price, the near month contract
and the next month contract (and ignoring the impact of commission costs and the
interest earned on Treasuries, cash and/or cash equivalents), the value of the
next month contract would rise as it approaches expiration and becomes the new
near month contract. In this example, the value of the $2.00 investment would
tend to rise faster than the spot price of heating oil, or fall slower. As a
result, it would be possible in this hypothetical example for the spot price of
heating oil 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 heating oil 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.





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 heating oil
prices or the price relationship between the spot price, the near month contract
and the next month contract (and ignoring the impact of commission costs and the
interest earned on cash), the value of the next month contract would fall as it
approaches expiration and becomes the new near month contract. In this example,
it would mean that the value of the $2.00 investment would tend to rise slower
than the spot price of heating oil, or fall faster. As a result, it would be
possible in this hypothetical example for the spot price of heating oil 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 heating
oil 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 (2000-2009) for heating oil. 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 heating oil prices,
both near month and next month, often display a seasonal pattern in which the
price of heating oil tends to rise in the winter months and decline in the
summer months. This mirrors the physical demand for heating oil, which typically
peaks in the winter.


22











*PAST PERFORMANCE IS NOT NECESSARILY
INDICATIVE OF FUTURE RESULTS





An
alternative way to view backwardation and contango data over time is to subtract
the dollar price of the next month heating oil futures contract from the dollar
price of the near month heating oil 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 contract price from the price of the near month
contract for the 10 year period between 2000 and 2009. Investors will note
that the near month heating oil 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
heating oil 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 winter
months as the price of heating oil for delivery in those winter months rises to
meet peak demand. At the same time, the price of the near month contract, when
that month is just before the onset of fall, 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 winter season.







23











*PAST
PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS




While the
investment objective of USHO is not to have the market price of its units match,
dollar for dollar, changes in the spot price of heating oil, contango and
backwardation have impacted the total return on an investment in USHO units
during the past year relative to a hypothetical direct investment in
heating oil. For example, an investment in USHO units made on December 31, 2009
and held to March 31, 2010 increased, based upon the changes in the NAV for USHO
units on those days, by 1.13%, while the spot price of heating oil for immediate
delivery during the same period increased by 1.32% (note: this comparison
ignores the potential costs associated with physically owning and storing
heating oil, which could be substantial). By comparison, an investment in USHO
units made on December 31, 2008 and held to March 31, 2009 decreased, based upon
the changes in the NAV for USHO units on those days, by 5.33%, while the spot
price of heating oil for immediate delivery during the same period decreased by
5.10% (note: this comparison ignores the potential costs associated with
physically owning and storing heating oil, which could be
substantial).





Periods
of contango or backwardation do not materially impact USHO’s investment
objective of having the percentage changes in its per unit NAV track the
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 USHO’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.




Heating Oil Market. During
the three months ended March 31, 2010, the price of heating oil in the United
States, as measured by changes in the price of the futures contract traded on
the NYMEX that was closest to expiration, rose by approximately 3.00% from $
2.1156 per gallon to $ 2.1790 per gallon. (Investors are cautioned that these
represent prices for heating oil on a wholesale basis and should not be directly
compared to retail prices.)


24


During
the three months ended March 31, 2010, the price of crude oil, the raw material
from which heating oil is refined, rose by approximately 5.54% from
approximately $79.36 per barrel to approximately $83.76 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.
However, oil prices still increased as investors looked forward to improvements
in the global economy. Management believes, however, that should the global
economic situation remain weak, there is a meaningful possibility that crude oil
prices could retreat from their current levels.





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 heating oil. At the same time, there can be other factors that,
particularly in the short term, cause the price of heating oil to rise (or
fall), more (or less) than the price of crude oil. For example, warmer weather
during the high demand period of the winter season could cause American
consumers to reduce their heating oil consumption. Furthermore, heating oil
prices are impacted by the availability of refining capacity. As a result, it is
possible that changes in heating oil prices may not match the changes in crude
oil prices.





Heating Oil 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 2000 and 2009, the chart below compares the monthly
movements of heating oil prices versus the monthly movements of the prices of
several other energy commodities, such as natural gas, crude oil and unleaded
gasoline, 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 heating oil 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 heating oil had a strong positive correlation to movements
in crude oil and unleaded gasoline. Finally, heating oil had a positive, but
weaker, correlation with natural gas.





10 Year Correlation Matrix
                      2000-2009
                    
                    Large Cap
                      US Equities
                      (S&P 500)
                    
                    
                    US
                      Gov't
                      Bonds
                      (EFFAS
                      US
                      Gov’t
                      Bond
                      Index)
                    
                    
                    Global
                      Equities
                      (FTSE
                      World
                      Index)
                    
                    
                    Crude Oil
                    
                    
                    Unleaded
                      Gasoline
                    
                    
                    Natural
                      Gas
                    
                    
                    Heating
                      OilLarge
      Cap US Equities (S&P 500)
                    
                    
                    1.000
                    
                    
                    
                    -0.259
                    
                    
                    
                    0.966
                    
                    
                    
                    0.152
                    
                    
                    
                    0.135
                    
                    
                    
                    0.023
                    
                    
                    
                    0.087US
      Gov't Bonds (EFFAS US Gov’t Bond
      Index)
                    
                    
                    
                    
                    
                    
                    1.000
                    
                    
                    
                    -0.237
                    
                    
                    
                    -0.127
                    
                    
                    
                    -0.214
                    
                    
                    
                    0.128
                    
                    
                    
                    -0.078Global
      Equities (FTSE World Index)
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    1.000
                    
                    
                    
                    0.246
                    
                    
                    
                    0.196
                    
                    
                    
                    0.084
                    
                    
                    
                    0.165Crude
      Oil
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    1.000
                    
                    
                    
                    0.724
                    
                    
                    
                    0.334
                    
                    
                    
                    0.783Unleaded
      Gasoline
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    1.000
                    
                    
                    
                    0.257
                    
                    
                    
                    0.613Natural
      Gas
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    1.000
                    
                    
                    
                    0.466Heating
      Oil
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    1.000Source:
      Bloomberg, NYMEX





PAST
PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS


25


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, 2010, heating oil continued to
have a strong positive correlation with crude oil and unleaded gasoline. During
this period, it also had a slightly weaker correlation with the movements of
natural gas than it had displayed over the ten year period ended December 31,
2009. Notably, the correlation between heating oil and global equities, which
had been essentially non-correlated over the ten year period ended December 31,
2009, displayed results that indicated that they had a mildly positive
correlation over this shorter time period, while large cap U.S. equities
remained largely uncorrelated. Finally, the results showed that heating oil and
U.S. government bonds, which had essentially been non-correlated for the ten
year period ended December 31, 2009, were negatively correlated over this more
recent time period.





Correlation Matrix 12
                      months ended
                      March 31,2010
                    
                    Large Cap
                      US
                      Equities
                      (S&P 500)
                    
                    
                    US Gov't
                      Bonds
                      (EFFAS
                      US Gov’t
                      Bond
                      Index)
                    
                    
                    Global
                      Equities
                      (FTSE
                      World
                      Index)
                    
                    
                    Crude Oil
                    
                    
                    Unleaded
                      Gasoline
                    
                    
                    Natural
                      Gas
                    
                    
                    Heating
                      OilLarge
      Cap US Equities (S&P 500)
                    
                    
                    1.000
                    
                    
                    
                    0.086
                    
                    
                    
                    0.952
                    
                    
                    
                    -0.243
                    
                    
                    
                    -0.317
                    
                    
                    
                    -0.146
                    
                    
                    
                    -0.204US
      Gov't Bonds (EFFAS US Gov’t Bond
      Index)
                    
                    
                    
                    
                    
                    
                    1.000
                    
                    
                    
                    -0.229
                    
                    
                    
                    -0.273
                    
                    
                    
                    -0316
                    
                    
                    
                    -0.088
                    
                    
                    
                    -0.321Global
      Equities (FTSE World Index)
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    1.000
                    
                    
                    
                    0.372
                    
                    
                    
                    0.425
                    
                    
                    
                    0.056
                    
                    
                    
                    0.329Oil
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    1.000
                    
                    
                    
                    0.848
                    
                    
                    
                    0.098
                    
                    
                    
                    0.937Unleaded
      Gasoline
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    1.000
                    
                    
                    
                    -0.267
                    
                    
                    
                    0.856Natural
      Gas
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    1.000
                    
                    
                    
                    0.152Heating
      Oil
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    1.000Source:
      Bloomberg, NYMEX





PAST
PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS





Investors
are cautioned that the historical price relationships between heating oil 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
heating oil 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 heating oil could have long term
correlation results that indicate prices of heating oil more closely track the
movements of equities or bonds. In addition, the General Partner believes that,
when measured over time periods shorter than ten years, there will always be
some periods where the correlation of heating oil to equities and bonds will be
either more strongly positively correlated or more strongly negatively
correlated than the long term historical results suggest.




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


26


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. USHO’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 USHO’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 USHO for its futures 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, USHO 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





USHO has
not made, and does not anticipate making, use of borrowings or other lines of
credit to meet its obligations. USHO has met, and it is anticipated that USHO
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. USHO’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.”




USHO 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. USHO has allocated substantially all of its net
assets to trading in Heating Oil Interests. USHO invests in Heating Oil
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 Heating Oil-Related
Investments. A significant portion of the NAV is held in cash and cash
equivalents that are used as margin and as collateral for USHO’s trading in
Heating Oil Interests. The balance of the net assets is held in USHO’s
account at its custodian bank. Interest earned on USHO’s interest-bearing funds
is paid to USHO. During the three months ended March 31, 2010, USHO’s expenses
exceeded the interest income USHO earned and the cash earned from the sale of
Creation Baskets and the redemption of Redemption Baskets. To the extent
expenses have exceeded interest income, USHO’s NAV will be negatively
impacted.





USHO’s
investments in Heating Oil 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
USHO from promptly liquidating its positions in futures contracts. During
the three months ended March 31, 2010, USHO was not forced to purchase or
liquidate any of its positions while daily limits were in effect; however, USHO
cannot predict whether such an event may occur in the future.





Prior to
the initial offering of USHO, all payments with respect to USHO’s expenses were
paid by the General Partner. USHO does not have an obligation or intention to
refund such payments by the General Partner. The General Partner is under no
obligation to pay USHO’s current or future expenses. Since the initial offering
of units, USHO has been responsible for expenses relating to (i) 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)
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 USHO’s marketing agent,
administrator and custodian and registration expenses relating to the initial
offering of units. If the General Partner and USHO are unsuccessful in
raising sufficient funds to cover these respective expenses or in locating any
other source of funding, USHO will terminate and investors may lose all or part
of their investment.




27




Market
Risk





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




USHO’s
exposure to market risk depends on a number of factors, including the
markets for heating oil, the volatility of interest rates and foreign exchange
rates, the liquidity of the Futures Contracts and Other Heating Oil-Related
Investments markets and the relationships among the contracts held by USHO.
Drastic market occurrences could ultimately lead to the loss of all or
substantially all of an investor’s capital.




Credit
Risk





When USHO
enters into Futures Contracts and Other Heating Oil-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 futures exchanges is the clearinghouse associated with
the particular exchange. In general, in addition to margin required to be posted
by the exchange or clearinghouse in connection with trades on the exchange or
through the clearinghouse, 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 USHO in such circumstances.




The
General Partner attempts to manage the credit risk of USHO by following
various trading limitations and policies. In particular, USHO 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 Heating Oil-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 USHO to limit its credit
exposure. UBS Securities LLC, USHO’s commodity broker, or any other broker that
may be retained by USHO in the future, when acting as USHO’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 USHO, all assets of USHO relating to
domestic Futures Contracts trading. These futures commission merchants are not
allowed to commingle USHO’s assets with its other assets. In addition, the CFTC
requires commodity brokers to hold in a secure account USHO’s assets related to
foreign Futures Contracts trading.




If in the
future, USHO purchases 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.


28


As of
March 31, 2010, USHO had deposits in domestic and foreign financial
institutions,including
cash investments in money market funds, in the amount of $13,563,849. This
amount is subject to loss should these institutions cease
operations.





Off
Balance Sheet Financing





As of
March 31, 2010, USHO 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 USHO. While USHO’s exposure under these indemnification
provisions cannot be estimated, they are not expected to have a material impact
on USHO’s financial position.





Redemption
Basket Obligation





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





USHO’s
primary contractual obligations are with the General Partner. In return for its
services, the General Partner is entitled to a management fee calculated monthly
as a fixed percentage of USHO’s NAV, currently 0.60% of NAV on its average daily
net assets.




The
General Partner agreed to pay the start-up costs associated with the
formation of USHO, 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 USHO and its units with the SEC, FINRA and the
AMEX, respectively. However, since USHO’s initial offering of units, offering
costs incurred in connection with registering and listing additional units of
USHO are directly borne on an ongoing basis by USHO, and not by the General
Partner.




The
General Partner pays the fees of USHO’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 those in connection with the preparation of
USHO’s condensed financial statements and its SEC and CFTC reports. The General
Partner and USHO have also entered into a licensing agreement with the
NYMEX pursuant to which USHO and the affiliated funds managed by the General
Partner pay a licensing fee to the NYMEX. USHO 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 USHO to the extent that such expenses exceed 0.15% (15 basis points) of
USHO’s NAV, on an annualized basis, through at least June 30, 2010. The General
Partner has no obligation to continue such payment into subsequent
periods.




In
addition to the General Partner’s management fee, USHO 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 USHO’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.  USHO 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).


29


The
parties cannot anticipate the amount of payments that will be required under
these arrangements for future periods, as USHO’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 USHO’s
existence. Either party may terminate these agreements earlier for certain
reasons described in the agreements.





On March
31, 2010, USHO’s portfolio consisted of 152 Heating Oil Futures HO Contracts
traded on NYMEX. For a list of USHO’s current holdings, please see USHO’s
website at www.unitedstatesheatingoilfund.com.





Item 3.
Quantitative and Qualitative Disclosures About Market Risk.





Over-the-Counter
Derivatives





In the
future, USHO 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
heating oil-based derivatives transactions contain fairly generic terms and
conditions and are available from a wide range of participants. Other heating
oil-based derivatives have highly customized terms and conditions and are not as
widely available. Many of these over-the-counter contracts are cash-settled
forwards for the future delivery of heating oil- 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 heating oil, forward heating oil prices or heating oil
futures prices. For example, USHO may enter into over-the-counter derivative
contracts whose value will be tied to changes in the difference between
the spot price of heating oil, the price of Futures Contracts traded
on the NYMEX and the prices of other Futures Contracts in which USHO may
invest.





To
protect itself from the credit risk that arises in connection with such
contracts, USHO 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. USHO also may require that the counterparty be highly rated and/or
provide collateral or other credit support to address USHO’s exposure to the
counterparty. In addition, it is also possible for USHO 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, USHO would no
longer have credit risk of its original counterparty, as the clearinghouse would
now be USHO’s counterparty. USHO 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 USHO 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, or (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.





USHO
anticipates that the use of Other Heating Oil-Related Investments together with
its investments in Futures Contracts will produce price and total return results
that closely track the investment goals of USHO. However, there can be no
assurance of this. Over-the-counter contracts may result in higher
transaction-related expenses than the brokerage commissions paid in connection
with the purchase of Futures Contracts, which may impact USHO’s ability to
successfully track the Benchmark Futures Contract.


30


USHO 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. USHO 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 USHO to changes in the price
relationship between futures contracts which will expire sooner and those that
will expire later. USHO 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 USHO, 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 heating oil prices.
USHO 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.
USHO 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 USHO or if it would lead to an overall lower cost of trading
to achieve a given level of economic exposure to movements in heating oil
prices.





During
the three months ended March 31, 2010, USHO did not employ any hedging methods
such as those described above since all of its investments were made over an
exchange. Therefore, during the three months ended March 31, 2010, USHO was not
exposed to counterparty risk.





Item 4. Controls and
Procedures.





Disclosure
Controls and Procedures





USHO
maintains disclosure controls and procedures that are designed to ensure that
material information required to be disclosed in USHO’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
USHO if USHO had any officers, have evaluated the effectiveness of USHO’s
disclosure controls and procedures and have concluded that the disclosure
controls and procedures of USHO 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 USHO’s internal control over financial reporting during
USHO’s last fiscal quarter that have materially affected, or are reasonably
likely to materially affect, USHO’s internal control over financial
reporting.


31


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 USHO’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2009.





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




Not
applicable.




Item
3. Defaults Upon Senior Securities.




Not
applicable.




Item
4. Reserved.




Item 5.
Other Information.





Monthly
Account Statements





Pursuant
to the requirement under Rule 4.22 under the Commodity Exchange Act, each month
USHO publishes an account statement for its unitholders, which includes a
Statement of Income (Loss) and a Statement of Changes in NAV. The account
statement is furnished to the SEC on a current report on Form 8-K pursuant to
Section 13 or 15(d) of the Exchange Act and posted each month on USHO’s website
at www.unitedstatesheatingoilfund.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):





Exhibit
                Number
              
              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
      2002.99.1**
              
              Form
      of United States Commodity Funds LLC Director Deferred Compensation
      Agreement.





*
            Filed
      herewith.


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


32


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 Heating Oil Fund, LP (Registrant)


By:
United States Commodity Funds LLC, its general partner





By:
              /s/ Nicholas D.
  Gerber


Nicholas
D. Gerber


President
and Chief Executive Officer


(Principal
executive officer)





Date:  May
17, 2010





By:
              /s/ Howard
Mah


Howard
Mah


Chief
Financial Officer


(Principal
financial and accounting officer)





Date:  May
17, 2010


33