**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, 2008.**


**OR**


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




Commission
      file number: 001-33975




**United
      States Gasoline Fund, LP**


**(Exact
      name of registrant as specified in its charter)**




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




**1320
      Harbor Bay Parkway, Suite 145**


**Alameda,
      California 94502**


**(Address
      of principal executive offices) (Zip code)**




**(510)
      522-3336**


**(Registrant’s
      telephone number, including area code)**




**N/A**


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




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




x Yes  ̈ No




Indicate
      by check mark whether the registrant 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. (Check one.)


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





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




 ̈ Yes x No










**UNITED
      STATES GASOLINE FUND, LP**




**Table
      of Contents**


**Part
                  I. FINANCIAL INFORMATION**
              
              **Page**Item
                  1. Condensed Financial Statements.
              
              1Item
                  2. Management’s Discussion and Analysis of Financial Condition and
                  Results of Operations.
              
              14Item
                  3. Quantitative and Qualitative Disclosures About Market
                  Risk.
              
              22Item
                  4. Controls and Procedures.
              
              23**Part
                  II. OTHER INFORMATION**Item
                  1. Legal Proceedings.
              
              24Item
                  1A. Risk Factors.
              
              24Item
                  2. Unregistered Sales of Equity Securities and Use of
                  Proceeds.
              
              24Item
                  3. Defaults Upon Senior Securities.
              
              24Item
                  4. Submission of Matters to a Vote of Security Holders.
              
              24Item
                  5. Other Information.
              
              24Item
                  6. Exhibits.
              
              24











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





**Item
      1. Condensed Financial Statements.**





**Index
      to Condensed Financial Statements**




**Documents**
            
            **Page**CondensedStatements
                of Financial Condition at March 31, 2008 (Unaudited) and December
                31, 2007
            
            
            2CondensedSchedule
                of Investments (Unaudited) at March 31, 2008
            
            
            3Condensed
                Statement of Operations (Unaudited) for the period from February
                26, 2008
                (commencement of operations) to March 31, 2008
            
            
            4CondensedStatement
                of Changes in Partners’ Capital (Unaudited) for the period from February
                26, 2008 (commencement of operations)to
                March 31, 2008
            
            
            5CondensedStatements
                of Cash Flows (Unaudited) for the period from February 26, 2008
                (commencement of operations) to March 31, 2008and
                the period from April 12, 2007 (inception) to December 31,
                2007
            
            
            6Notes
                to Condensed Financial Statementsfor the period from February 26, 2008 (commencement of operations)
                to
                March 31, 2008 (Unaudited)
            
            
            7




1




***United******States Gasoline Fund, LP***


***Condensed
      Statements of Financial Condition***


***At
      March 31, 2008 (Unaudited) and December 31, 2007***





**March
                31, 2008**
            
            **December
                31, 2007****Assets**Cash
                and cash equivalents
            
            $
            17,078,215
            
            $
            1,000Equity
                in UBS Securities LLC trading accounts:Cash
            
            
            1,988,278
            
            
            -Unrealized
                gain on open commodity futures contracts
            
            
            354,169
            
            
            -Interest
                receivable
            
            
            1,952
            
            
            -*Total
                assets*
            
            $
            19,422,614
            
            $
            1,000**Liabilities
                and Partners' Capital**General
                Partner management fees (Note 3)
            
            $
            8,851
            
            $
            -Brokerage
                commissions payable
            
            
            525
            
            
            -Other
                liabilities
            
            
            1,915
            
            
            -*Total
                liabilities*
            
            
            11,291
            
            
            -**Commitments
                and Contingencies**(Notes
                3, 4 and 5)**Partners'
                Capital**General
                Partner
            
            
            -
            
            
            20Limited
                Partners
            
            
            19,411,323
            
            
            980*Total
                Partners' Capital*
            
            
            19,411,323
            
            
            1,000*Total
                liabilities and partners' capital*
            
            $
            19,422,614
            
            $
            1,000Limited
                Partners' units outstanding
            
            
            400,000
            
            
            -Net
                asset value per unit
            
            $
            48.53
            
            $
            -Market
                value per unit
            
            $
            48.51
            
            $
            -




*See
                accompanying notes to condensed financial
                statements.*




2




***United******States Gasoline Fund, LP***


***Condensed
      Schedule of Investments (Unaudited)***


***At
      March 31, 2008***





**Open
                Futures Contracts****Gain
                on Open****Number
                of**
            
            **Commodity**
            
            **%
                of Partners'****Contracts**
            
            **Contracts**
            
            **Capital****United
                States Contracts**Gasoline
                Futures contracts, expires May 2008
            
            
            175
            
            $
            354,169
            
            
            1.83**Cash**
            
            
            
            
            
            17,078,215
            
            
            87.98**Total
                cash and cash equivalents**
            
            
            
            
            
            17,078,215
            
            
            87.98**Cash
                on deposit with broker**
            
            
            
            
            
            1,988,278
            
            
            10.24**Liabilities,
                less receivables**
            
            
            
            
            
            (9,339
            )
            
            (0.05
            )**Total
                Partners' Capital**
            
            
            
            
            $
            19,411,323
            
            
            100.00





*See
                accompanying notes to condensed financial
                statements.*




3




***United
      States Gasoline Fund, LP***


***Condensed
      Statement of Operations (Unaudited)***


***For
      the period from February 26, 2008 (commencement of operations) to March 31,
      2008***





**Income**Gains
                (losses) on trading of commodity futures contracts:Realized
                losses on closed positions
            
            $
            (1,010,831
            )Change
                in unrealized gains (losses) on open positions
            
            
            354,169Interest
                income
            
            
            28,325Other
                income
            
            
            2,000*Total
                loss*
            
            
            (626,337
            )**Expenses**General
                Partner management fees (Note 3)
            
            
            8,851Brokerage
                commissions
            
            
            1,748Other
                expenses
            
            
            1,914*Total
                expenses*
            
            
            12,513**Net
                loss**
            
            $
            (638,850
            )**Net
                loss per limited partnership unit**
            
            $
            (1.47
            )**Net
                loss per weighted average limited partnership
                unit**
            
            $
            (2.03
            )**Weighted
                average limited partnership units outstanding**
            
            
            314,286




*See
        accompanying notes to condensed financial statements.*




4


***United
      States Gasoline Fund, LP***


***Condensed
      Statement of Changes in Partners’ Capital (Unaudited)***


***For
      the period from February 26, 2008 (commencement of operations) to March 31,
      2008***





**General
                Partner**
            
            **Limited
                Partners**
            
            **Total****Balances,
                at December 31, 2007**
            
            $
            20
            
            $
            980
            
            $
            1,000Addition
                of 400,000 partnership units
            
            
            -
            
            
            20,050,173
            
            
            20,050,173Redemption
                of initial General Partner and Limited Partner
                investments
            
            
            (20
            )
            
            (980
            )
            
            (1,000
            )Net
                loss
            
            
            -
            
            
            (638,850
            )
            
            (638,850
            )**Balances,
                at March 31, 2008**
            
            
            -
            
            $
            19,411,323
            
            $
            19,411,323**Net
                Asset Value Per Unit**At
                February 26, 2008 (commencement of operations)
            
            $
            50.00At
                March 31, 2008
            
            $
            48.53




*See
        accompanying notes to condensed financial statements.*
 5


***United
      States Gasoline Fund, LP***


***Condensed
      Statements of Cash Flows (Unaudited)***


***For
      the period from February 26, 2008 (commencement of operations) to March 31,
      2008***


***and
      the period from April 12, 2007 (inception) to December 31,
      2007***




**Period
                from**
              **February
                26, 2008**
              **to**
              **March
                31, 2008**
            
            **Period
                from**
              **April
                12, 2007**
              **to**
              **December
                31, 2007****Cash
                Flows from Operating Activities:**Net
                loss
            
            $
            (638,850
            )
            $
            -Adjustments
                to reconcile net loss to net cash used in operating
                activities:Increase
                in commodity futures trading account - cash
            
            
            (1,988,278
            )
            
            -Unrealized
                gains on futures contracts
            
            
            (354,169
            )
            
            -Increase
                in interest receivable and other assets
            
            
            (1,952
            )
            
            -Increase
                in management fees payable
            
            
            8,851
            
            
            -Increase
                in commissions payable
            
            
            525
            
            
            -Increase
                in other liabilities
            
            
            1,915
            
            
            -*Net
                cash used in operating activities*
            
            
            (2,971,958
            )
            
            -**Cash
                Flows from Financing Activities:**Subscription
                of partnership units
            
            
            20,050,173
            
            
            1,000Redemption
                of initial contribution
            
            
            (1,000
            )
            
            -*Net
                cash provided by financing activities*
            
            
            20,049,173
            
            
            1,000**Net
                Increase in Cash and Cash Equivalents**
            
            
            17,077,215
            
            
            1,000**Cash
                and Cash Equivalents**,
                beginning of period
            
            
            1,000
            
            
            -**Cash
                and Cash Equivalents**,
                end of period
            
            $
            17,078,215
            
            $
            1,000




*See
                accompanying notes to condensed financial
                statements.*







6




**United****States Gasoline Fund, LP**


**Notes
      to Condensed Financial Statements**


**For
      the period from February 26, 2008 (commencement of operations) to March 31,
      2008
      (Unaudited)**




**NOTE
      1 - ORGANIZATION AND BUSINESS**





United
      States Gasoline Fund, LP (“USG”) was organized as a limited partnership under
      the laws of the state of Delaware on April 12, 2007. USG is a commodity pool
      that issues units that may be purchased and sold on the American Stock
      Exchange (the “AMEX”). USG will continue in perpetuity, unless terminated sooner
      upon the occurrence of one or more events as described in its Amended and
      Restated Agreement of Limited Partnership dated as of February 11, 2008 (the
“LP
      Agreement”). The investment objective of USG is for the changes in percentage
      terms of its net asset value to reflect the changes in percentage terms of
      the
      price of gasoline (also known as reformulated gasoline blendstock for oxygen
      blending, or “RBOB”) for delivery to the New York harbor as measured by the
      changes in the price of the futures contract on gasoline as traded on the New
      York Mercantile Exchange (the “NYMEX”) that is the near month contract to
      expire, except when the near month contract is within two weeks of expiration,
      in which case the futures contract will be the next month contract to expire,
      less USG’s expenses. USG will accomplish its objective through investments in
      futures contracts for gasoline, crude oil, natural gas, heating oil and other
      petroleum-based fuels that are traded on the NYMEX, ICE Futures or other U.S.
      and foreign exchanges (collectively, “Futures Contracts”) and other
      gasoline-related investments such as cash-settled options on Futures Contracts,
      forward contracts for gasoline and over-the-counter transactions that are based
      on the price of gasoline, crude oil and other petroleum-based fuels, Futures
      Contracts and indices based on the foregoing (collectively, “Other Gasoline
      Related Investments”). As
      of
      March 31, 2008, USG held 175 Futures Contracts traded on the NYMEX.





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




The
      accompanying unaudited condensed financial statements have been prepared in
      accordance with Rule 10-01 of Regulation S-X promulgated by the U.S.
      Securities and Exchange Commission (the “SEC”) and, therefore, do not include
      all information and footnote disclosure required under accounting principles
      generally accepted in the United States of America. The financial
      information included herein is unaudited, however, such information
      reflects all adjustments which are, in the opinion of management, necessary
      for
      the fair presentation of the condensed financial statements for the interim
      period.




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




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




7




**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





**Revenue
      Recognition**





Commodity
      futures contracts, forward contracts, physical commodities, and related options
      are recorded on the trade date. All such transactions are recorded on the
      identified cost basis and marked to market daily. Unrealized gains or losses
      on
      open contracts are reflected in the condensed statement of financial
      condition and in the difference between the original contract amount and the
      market value (as determined by exchange settlement prices for futures contracts
      and related options and cash dealer prices at a predetermined time for forward
      contracts, physical commodities, and their related options) as of the last
      business day of the year or as of the last date of the condensed financial
      statements. Changes in the unrealized gains or losses between periods are
      reflected in the condensed statement of operations. USG 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, USG 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**





USG
      is
      not subject to federal income taxes; each partner reports its allocable share
      of
      income, gain, loss deductions or credits on its own income tax
      return.




**Additions
      and Redemptions**





Authorized
      Purchasers may purchase Creation Baskets from USG as of the beginning of each
      business day based upon the prior day’s net asset value. Authorized Purchasers
      may redeem units from USG only in blocks of 100,000 units called “Redemption
      Baskets”. The amount of the redemption proceeds for a Redemption Basket will be
      equal to the net asset value of the units in the Redemption Basket determined
      as
      of 4:00 p.m. New York time on the day the order to redeem the basket is properly
      received.




USG
      receives or pays the proceeds from units sold or redeemed one business day
      after
      the trade-date of the purchase or redemption. The amounts due from Authorized
      Purchasers are reflected in USG’s condensed statement of financial
      condition as receivable for units sold, and amounts payable to Authorized
      Purchasers upon redemption are reflected as payable for units
      redeemed.





**Partnership
      Capital and Allocation of Partnership Income and Losses**





Profit
      or
      loss is allocated among the partners of USG 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**





USG calculates
      its net asset value on each trading day by taking the current market value
      of
      its total assets, subtracting any liabilities and dividing the amount by the
      total number of units issued and outstanding. USG uses the closing price for
      the
      contracts on the relevant exchange on that day to determine the value of
      contracts held on such exchange.





**Net
      Income (Loss) per Unit**





Net
      income (loss) per unit is the difference between the net asset value per
      unit at the beginning of each period and at the end of each period. The
      weighted average number of units outstanding was computed for purposes of
      disclosing net loss per weighted average unit. The weighted average units are
      equal to the number of units outstanding at the end of the period, adjusted
      proportionately for units redeemed based on the amount of time the units were
      outstanding during such period. There were no units held by the General
      Partner at March 31, 2008.




8




**Offering
      Costs**





Offering
      costs incurred in connection with the registration of additional units after
      the
      initial registration of units are borne by USG. These costs include
      registration fees paid to regulatory agencies and all legal, accounting,
      printing and other expenses associated therewith. These costs will be accounted
      for as a deferred charge and thereafter amortized to expense over twelve months
      on a straight line basis or a shorter period if warranted.





**Cash
      Equivalents**





Cash
      and
      cash equivalents include money market portfolios and overnight time deposits
      with original maturity dates of three months or less.





**Use
      of Estimates**





The
      preparation of condensed financial statements in conformity with accounting
      principles generally accepted in the United States of America requires USG’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 USG AND RELATED PARTY TRANSACTIONS**





**General
      Partner Management Fee**





Under
      the LP Agreement, the General Partner is responsible for investing the
      assets of USG in accordance with the objectives and policies of USG. 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 USG. For these services, USG is contractually obligated to pay
      the
      General Partner a fee, which is paid monthly and based on average daily net
      assets, that is equal to 0.60% per annum on average daily net assets.




**Ongoing
      Registration Fees and Other Offering Expenses**





USG
      pays
      all costs and expenses associated with the ongoing registration
      of units subsequent to the initial offering. These costs include
      registration or other fees paid to regulatory agencies in connection with the
      offer and sale of units, and all legal, accounting, printing and other expenses
      associated with such offer and sale. For the period from February 26, 2008
      to March 31, 2008, USG did not incur registration fees or other offering
      expenses.




**Director’s
      Fees**




USG
      is
      responsible for paying the fees and expenses, including directors’ and officers’
liability insurance, of the independent directors of the General Partner who
      are
      also audit committee members. USG shares these fees with USOF, USNG,
      US12OF and USHO based on the relative assets of each fund, computed on a daily
      basis. These fees for the calendar year 2008 are estimated to be a total of
      $286,000 for all five funds.




**Licensing
      Fees**




As
      discussed in Note 4, USG entered into a licensing agreement with the NYMEX
      on May 30, 2007. The agreement has an effective date of April 10, 2006. Pursuant
      to the agreement, USG 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 period from February 26, 2008 to March 31, 2008, USG incurred
      $562 under this arrangement.




9




**Investor
      Tax Reporting Cost**





The
      fees
      and expenses associated with USG’s tax accounting and reporting requirements,
      with the exception of certain initial implementation service fees and base
      service fees which were borne by the General Partner, are paid by
      USG. In
      addition, the General Partner, though under no obligation to do so, has agreed
      to pay certain costs for tax reporting and audit expenses normally borne by
      USG
      to the extent that such expenses exceed 0.15% (15 basis points) of its NAV,
      on
      an annualized basis, until December 31, 2008. The General Partner has no
      obligation to continue such payment into subsequent years. These
      costs are estimated to be $309,794 for the year ending December 31, 2008. For
      the first quarter of 2008, management's estimated portion of these expenses
      would be $75,150 under this arrangement.





**Other
      Expenses and Fees**




In
      addition to the fees described above, USG pays all brokerage fees, taxes
      and other expenses in connection with the operation of USG, excluding costs
      and
      expenses paid by the General Partner as outlined in Note 4.





**NOTE
      4 - CONTRACTS AND AGREEMENTS**





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





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





USG
      is
      also party to a custodian agreement, dated January 16, 2008, with Brown Brothers
      Harriman & Co. (“BBH&Co.”), whereby BBH&Co. holds investments on
      behalf of USG. The General Partner pays the fees of the custodian, which
      are determined by the parties from time to time. In addition, USG 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 USG. 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, the greater of a minimum of $125,000 annually or an asset-based
      charge of (a) 0.06% for the first $500 million of USG’s, USOF’s, USNG’s,
      US12OF’s and USHO’s combined net assets, (b) 0.0465% for USG’s, USOF’s, USNG’s,
      US12OF’s and USHO’s combined net assets greater than $500 million but less than
      $1 billion, and (c) 0.035% for USG’s, USOF’s, USNG’s, US12OF’s and USHO’s
      combined net assets in excess of $1 billion. The General Partner also pays
      a
      $25,000 annual fee for the transfer agency services and transaction fees
      ranging from $7.00 to $15.00 per transaction.





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





USG
      invests primarily in Futures Contracts traded on the NYMEX. On May 30, 2007,
      USG
      and the NYMEX entered into a license agreement whereby USG was granted a
      non-exclusive license to use certain of the NYMEX’s settlement prices and
      service marks. The agreement has an effective date of April 10, 2006. Under
      the license agreement, USG 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.





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




10




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





USG engages
      in the speculative trading of  U.S. futures contracts and options on U.S.
      futures contracts (collectively, “derivatives”). USG is exposed to both market
      risk, which is the risk arising from changes in the market value of the
      contracts, and credit risk, which is the risk of failure by another party to
      perform according to the terms of a contract.





All
      of
      the contracts currently traded by USG 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, USG must rely solely on the credit of its
      respective individual counterparties. However, in the future, if USG 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. USG also has credit risk since the sole counterparty
      to
      all domestic and foreign futures contracts is the exchange on which the
      relevant contracts are traded. In addition, USG bears the risk of financial
      failure by the clearing broker.





The
      purchase and sale of futures 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.





USG’s
      cash and other property, such as U.S. Treasury Bills, deposited with a futures
      commission merchant are considered commingled with all other customer funds
      subject to the futures commission merchant’s segregation requirements. In the
      event of a futures commission merchant’s insolvency, recovery may be limited to
      a pro rata share of segregated funds available. It is possible that the
      recovered amount could be less than the total of cash and other property
      deposited. The insolvency of a futures commission merchant could result in
      the
      complete loss of USG’s assets posted with that futures commission merchant;
      however, the vast majority of USG’s assets are held in Treasuries, cash or cash
      equivalents with USG’s custodian and would not be impacted by the insolvency of
      a futures commission merchant.




USG invests
      its cash in money market funds that seek to maintain a stable net asset value.
      USG is exposed to any risk of loss associated with an investment in these money
      market funds. As of March 31, 2008, USG had deposits in domestic and foreign
      financial institutions , including
      cash investments in money market funds, in the amount of $19,066,493. 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, USG 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, USG 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.





USG’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, USG 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 USG 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.




Goldman,
      Sachs & Co. (“Goldman Sachs”) sent USOF a letter on March 17, 2006,
      providing USOF and the General Partner notice under 35 U.S.C. Section 154(d)
      of
      two pending United States patent applications, Publication Nos. 2004/0225593A1
      and 2006/0036533A1. Both patent applications are generally directed to a method
      and system for creating and administering a publicly traded interest in a
      commodity pool. In particular, the abstract of each patent application defines
      a
      means for creating and administering a publicly traded interest in a commodity
      pool that includes the steps of forming a commodity pool having a first position
      in a futures contract and a corresponding second position in a margin
      investment, and issuing equity interests of the commodity pool to third party
      investors. Subsequently, two U.S. patents were issued; the first, patent number
      US7,283,978B2, was issued on October 16, 2007, and the second, patent number
      US7,319,984B2, was issued on January 15, 2008.




11




Preliminarily,
      USOF’s management is of the view that the structure and operations of USOF
      and its affiliated commodity pools do not infringe these patents. USOF is also
      in the process of reviewing prior art (prior structures and operations of
      similar investment vehicles) that may invalidate one or more of the claims
      in
      these patents. In addition, USOF has retained patent counsel to advise it on
      these matters and is in the process of obtaining their opinions regarding the
      non-infringement of each of these patents by USOF and/or the patents’ invalidity
      based on prior art. If the patents were alleged to apply to USOF’s structure
      and/or operations, and are found by a court to be valid and infringed, Goldman
      Sachs may be awarded significant monetary damages and/or injunctive relief.




**NOTE 6
      - FINANCIAL HIGHLIGHTS**





The
      following table presents per unit performance data and other supplemental
      financial data for the period from February 26, 2008 to March 31, 2008 for
      the
      limited partners. This information has been derived from information presented
      in the condensed financial statements.





**For
                the period from****February
                26, 2008****(commencement
                of operations)****to
                March 31, 2008****(Unaudited)****Per
                Unit Operating Performance:**Net
                asset value, beginning of period
            
            $
            50.00Total
                loss
            
            
            (1.43
            )Total
                expenses
            
            
            (0.04
            )Net
                decrease in net asset value
            
            
            (1.47
            )Net
                asset value, end of period
            
            $
            48.53**Total
                Return**
            
            
            (2.94
            )%**Ratios
                to Average Net Assets**Total
                loss
            
            
            (4.06
            )%Expenses
                excluding management fees*
            
            
            (0.25
            )%Management
                fees*
            
            
            (0.60
            )%Net
                loss
            
            
            (4.14
            )%*Annualized




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





**NOTE 7
      - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS**




**Fair
      Value of Financial Instruments**




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




12




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 1 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 USG’s securities at March 31, 2008
      using the fair value hierarchy:




**At March
                31, 2008**
            
            **Total**
            
            **Level I**
            
            **Level II**
            
            **Level III**Derivative
                assets
            
            $
                354,169
            
            $
                354,169
            
            $
                -
            
            $
                -




13


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




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




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





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





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





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





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




14




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





**Valuation
      of Futures Contracts and the Computation of the NAV**





The
      NAV
      of USG units is calculated once each trading day as of the earlier of the close
      of the New York Stock Exchange (the “NYSE”) or  4:00 p.m. New
      York time. The NAV for a particular trading day is released after 4:15 p.m.
      New York time. Trading on the AMEX typically closes at 4:15 p.m. New
      York time. USG 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 USG investments,
      including ICE Futures or other futures contracts, as of the earlier of
      the close of the NYSE or 4:00 p.m. New York time.




**Management’s
      Discussion of Results of Operations and the Gasoline
      Market**





*Results
      of Operations.* On
      February 26, 2008, USG listed its units on the AMEX under the ticker symbol
      “UGA.” On that day USG established its initial offering price at $50.00 per unit
      and issued 300,000 units to the initial authorized purchaser, Kellogg Capital
      Group, LLC, in exchange for $15,001,000 in cash. As of March 31, 2008, USG
      had
      issued 400,000 units, all of which were outstanding.





More
      units may have been issued by USG 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 USG cannot be resold by
      USG
      without registration of the offering of such units with the SEC. As a result,
      USG contemplates that additional offerings of its units will be
      registered with the SEC in the future in anticipation of additional
      issuances and redemptions.




As
      of
      March 31, 2008, the total unrealized gain on gasoline Futures Contracts
      owned or held on that day was $354,169 and USG established cash
      deposits , including
      cash investments in money market funds, that were equal to $19,066,493. The
      majority of those cash assets were held in overnight deposits at USG’s custodian
      bank, while 10.43% of the cash balance was held as margin deposits with the
      futures commission merchant for the Futures Contracts purchased. The ending
      per unit NAV on March 31, 2008 was $48.53.





*Portfolio
      Expenses* .
      USG’s
      expenses consist of investment management fees, brokerage
      fees and commissions, certain offering costs, licensing fees and the fees
      and expenses of the independent directors of the General Partner. The management
      fee that USG pays to the General Partner is calculated as a percentage of the
      total net assets of USG. USG pays the General Partner a management fee of
      0.60% of net assets.  The fee is accrued daily.





During
      the period from February 26, 2008 to March 31, 2008, the daily average total
      net
      assets of USG were $15,426,295. During the period from February 26,
      2008 to March 31, 2008, the management fee paid by USG amounted to $8,851,
      and
      was accrued daily. Management fees as a percentage of average net assets
      averaged 0.60% over the course of this period.




USG pays
      for all brokerage fees, taxes and other expenses, including certain tax
      reporting costs, licensing fees for the use of intellectual property, ongoing
      registration or other fees paid to the SEC, the Financial Industry
      Regulatory Authority (“FINRA”) and any other regulatory agency in
      connection with offers and sales of its units subsequent to the initial offering
      and all legal, accounting, printing and other expenses associated
      therewith.  For the period from February 26, 2008 to March 31, 2008, USG
      did not incur any ongoing registration fees or other offering expenses. In
      addition, the General Partner, though under no obligation to do so, has agreed
      to pay certain costs for tax reporting and audit expenses normally borne by
      USG to the extent that such expenses exceed 0.15% (15 basis points) of its
      NAV,
      on an annualized basis, until December 31, 2008. The General Partner has no
      obligation to continue such payment into subsequent years. USG
      is responsible for paying the fees and expenses, including directors’ and
      officers’ liability insurance, of the independent directors of the General
      Partner who are also audit committee members. USG shares these fees
      with USOF, USNG, US12OF and USHO based on the relative assets of each fund
      computed on a daily basis. These fees for calendar year 2008 are estimated
      to be
      a total of $286,000 for all five funds.




15




USG
      also
      incurs commissions to brokers for the purchase and sale of Futures Contracts,
      Other Gasoline Related Investments or short-term obligations of the United
      States of two years or less (“Treasuries”). During the period from February 26,
      2008 to March 31, 2008, total commissions paid to brokers amounted to $1,748.
      Prior to the initial offering of its units, USG had estimated that its annual
      level of such commissions was expected to be 0.17% of total net assets. As
      an annualized percentage of average net assets, the figure for the period
      from February 26, 2008 to March 31, 2008 represented approximately 0.12% of
      average net assets. However, there can be no assurance that commission costs
      and
      portfolio turnover will not cause commission expenses to rise in future
      quarters.





*Interest
      Income* .
      USG
      seeks to invest its assets such that it holds Futures Contracts and Other
      Gasoline Related Investments in an amount equal to the total net assets of
      the
      portfolio. Typically, such investments do not require USG to pay the full amount
      of the contract value at the time of purchase, but rather require USG to post
      an
      amount as a margin deposit against the eventual settlement of the contract.
      As a
      result, USG retains an amount that is approximately equal to its total net
      assets, which USG invests in Treasuries, cash and/or cash equivalents. This
      includes both the amount on deposit with the futures commission merchant as
      margin, as well as unrestricted cash held with USG’s custodian bank.
      The Treasuries, cash and/or cash equivalents earn interest that
      accrues on a daily basis. For the period from February 26, 2008 to March 31,
      2008, USG earned $28,325 in interest income on such cash holdings. Based on
      USG’s average daily total net assets during this time period, this is equivalent
      to an annualized yield of 1.92%. USG did not purchase Treasuries during the
      period from February 26, 2008 to March 31, 2008 and held all of its funds in
      cash and/or cash equivalents during this time period.




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




Since
      the
      offering of USG units to the public on February 26, 2008 to March 31, 2008,
      the simple average daily change in the Benchmark Futures Contract was
      (0.093)%, while the simple average daily change in the NAV of USG over the
      same
      time period was (0.087)%. The average daily difference was 0.006% (or 0.6 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 2.79%, meaning that over this time period USG’s tracking
      error was within the plus or minus 10% range established as its benchmark
      tracking goa l.






16








***PAST
      PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE
      RESULTS**




An
      alternative tracking measurement of the return performance of USG versus the
      return of its Benchmark Futures Contract can be calculated by comparing the
      actual return of USG, measured by changes in its NAV, versus the *expected* changes
      in its NAV under the assumption that USG’s returns had been exactly the same as
      the daily changes in its Benchmark Futures Contract.





For
      the
      period from February 26, 2008 to March 31, 2008, the actual total return of
      USG
      as measured by changes in its NAV was (2.94)%. This is based on an initial
      NAV of $50.00 on February 26, 2008 and an ending NAV as of March 31,
      2008 of $48.53. During this time period, USG made no distributions to its
      unitholders. However, if USG’s daily changes in its NAV had instead exactly
      tracked the changes in the daily return of the Benchmark Futures Contract,
      USG
      would have ended the first quarter of 2008 with an estimated NAV of $48.45,
      for a total return over the relevant time period of (3.10)%. The difference
      between the actual NAV total return of USG of (2.94)% and the expected total
      return based on the Benchmark Futures Contract of (3.10)% was an error over
      the
      time period of 0.16%, which is to say that USG’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 USG collects on its cash and
      cash equivalent holdings. In addition, during the period from February 26,
      2008
      to March 31, 2008, USG also collected fees from brokerage firms creating or
      redeeming baskets of units. This income also contributed to USG’s actual return
      exceeding the benchmark results. However, if the total assets of USG continue
      to
      increase, management believes that the impact on total returns of these fees
      from creations and redemptions will diminish as a percentage of the total
      return.





There
      are
      currently three factors that have impacted, during the latest period, or
      are most likely to impact, USG’s ability to accurately track its
      Benchmark Futures Contract.





First,
      USG 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
      in which USG executes the trade. In that case, USG may get a price that is
      higher, or lower, than that of the Benchmark Futures Contract,
      which could cause the changes in the daily NAV of USG to either be too high
      or too low relative to the changes in the daily benchmark. During the period
      from February 26, 2008 to March 31, 2008, management attempted to minimize
      the
      effect of these transactions by seeking to execute its purchase or sales of
      the
      Benchmark Futures Contracts at, or as close as possible to, the end of the
      day settlement price. However, it may not always be possible for USG 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 USG’s
      attempt to track its benchmark over time.




17




Second,
      USG earns interest on its cash, cash equivalents and Treasury
      holdings. USG is not required to distribute any portion of its income to its
      unitholders and did not make any distributions to unitholders during the period
      from February 26, 2008 to March 31, 2008. Interest payments, and any other
      income, were retained within the portfolio and added to USG’s NAV. When this
      income exceeds the level of USG’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), USG will realize a net yield that will tend to cause daily
      changes in the NAV of USG to track slightly higher than daily changes in the
      Benchmark Futures Contract. During the period from February 26, 2008 to
      March 31, 2008, USG earned, on an annualized basis, approximately 1.92% on
      its
      cash holdings. It also incurred cash expenses on an annualized basis of 0.60%
      for management fees and approximately 0.12% in brokerage commission costs
      related to the purchase and sale of futures contracts, and 0.13% for other
      expenses. The foregoing fees and expenses resulted in a net yield on an
      annualized basis of approximately 1.07% and affected USG’s ability to track its
      benchmark. If short-term interest rates rise above the current levels, the
      level
      of deviation created by the yield would increase. Conversely, if short-term
      interest rates were to decline, the amount of error created by the yield would
      decrease. If short-term yields drop to a level lower than the combined expenses
      of the management fee and the brokerage commissions, then the tracking error
      would become a negative number and would tend to cause the daily returns of
      the
      NAV to underperform the daily returns of the Benchmark Futures
      Contract.




Third,
      USG may hold Other Gasoline Related Investments in its portfolio that may
      fail to closely track the Benchmark Futures Contract’s total return
      movements. In that case, the error in tracking the benchmark could result in
      daily changes in the NAV of USG that are either too high, or too low, relative
      to the daily changes in the benchmark. During the period from February 26,
      2008
      to March 31, 2008, USG did not hold any Other Gasoline Related Investments.
      However, there can be no assurance that in future quarters USG will not make
      use
      of such Other Gasoline Related Investments.





During
      the period from February 26, 2008 to March 31, 2008, the prices of front month
      futures contracts fell from $2.6854 to $2.6271. The prices of front month
      contracts were also lower than the prices of second month contracts during
      this
      time period, a condition in the futures markets referred to as “contango”. The
      relationship between the prices of different months of the same futures
      contracts, the “term structure of futures prices”, can have a major impact on
      the total return of owning such futures contracts over time.




*Term
      Structure of Gasoline Futures Prices and the Impact on Total Returns.* Several
      factors determine the total return from investing in a futures contract
      position. One factor that impacts the total return that will result from
      investing in near month gasoline futures contracts and “rolling” those
      contracts forward each month is the price relationship between the current
      near
      month contract and the later month contracts. For example, if the price of
      the
      near month contract is higher than the next month contract (a situation referred
      to as “backwardation” in the futures market), then absent any other change there
      is a tendency for the price of a next month contract to rise in value as it
      becomes the near month contract and approaches expiration. Conversely, if the
      price of a near month contract is lower than the next month contract (a
      situation referred to as “contango” in the futures market), then absent any
      other change there is a tendency for the price of a next month contract to
      decline in value as it becomes the near month contract and approaches
      expiration.





As
      an
      example, assume that the price of gasoline for immediate delivery (the “spot”
price), was $2.00 per gallon, and the value of a position in the near month
      futures contract was also $2.00. Over time, the price of a gallon of gasoline
      will fluctuate based on a number of market factors, including demand for
      gasoline relative to its supply. The value of the near month contract will
      likewise fluctuate in reaction to a number of market factors. If investors
      seek to maintain their holding in a near month contract position and not take
      delivery of the gasoline, every month they must sell their current near month
      contract as it approaches expiration and invest in the next month
      contract.




18


If
      the
      futures market is in backwardation, *e.g.*, when the expected price of
      gasoline in the future would be less, the investor would be buying a next month
      contract for a lower price than the current near month contract. Hypothetically,
      and assuming no other changes to either prevailing gasoline prices or the price
      relationship between the spot price, the near month contract and the next month
      contract (and ignoring the impact of commission costs and the interest earned
      on
      Treasuries, cash and/or cash equivalents), the value of the next month contract
      would rise as it approaches expiration and becomes the new near month contract.
      In this example, the value of the $2.00 investment would tend to rise faster
      than the spot price of gasoline, or fall slower. As a result, it would be
      possible in this hypothetical example for the price of spot gasoline to have
      risen to $2.50 after some period of time, while the value of the investment
      in
      the futures contract would have risen to $2.60, assuming backwardation is large
      enough or enough time has elapsed. Similarly, the spot price of gasoline could
      have fallen to $1.50 while the value of an investment in the futures contract
      could have fallen to only $1.60. Over time, if backwardation remained constant,
      the difference would continue to increase.




If
      the
      futures market is in contango, the investor would be buying a next month
      contract for a higher price than the current near month contract.
      Hypothetically, and assuming no other changes to either prevailing gasoline
      prices or the price relationship between the spot price, the near month contract
      and the next month contract (and ignoring the impact of commission costs and
      the
      interest earned on cash), the value of the next month contract would fall as
      it
      approaches expiration and becomes the new near month contract. In this example,
      it would mean that the value of the $2.00 investment would tend to rise slower
      than the spot price of gasoline, or fall faster. As a result, it would be
      possible in this hypothetical example for the spot price of gasoline to
      have risen to $2.50 after some period of time, while the value of the investment
      in the futures contract will have risen to only $2.40, assuming contango is
      large enough or enough time has elapsed. Similarly, the spot price of gasoline
      could have fallen to $1.50 while the value of an investment in the futures
      contract could have fallen to $1.40. Over time, if contango remained constant,
      the difference would continue to increase.




Periods
      of contango and backwardation do not meaningfully impact USG’s
      investment objective of having percentage changes in its per unit NAV track
      percentage changes in the price of the Benchmark Futures Contract since the
      impact of backwardation and contango tended to equally impact the percentage
      changes in price of both USG’s units and the Benchmark Futures
      Contract. It is impossible to predict with any degree of certainty whether
      backwardation or contango will occur in the future. It is likely that both
      conditions will occur during different periods.




*Gasoline
      Market*. During the three month
      period ended March 31, 2008, the price of unleaded gasoline in the United States
      intended for delivery to New York Harbor,as measured by changes in the price
      of
      the futures contract traded on the NYMEX that was closest to expiration, rose
      7.25% from approximately $2.47 a gallon to $2.65 a gallon. However, during
      the
      quarter prices fluctuated and reached a high of $2.73 a gallon and a low of
      $2.24 a gallon (investors are cautioned that these represent prices for gasoline
      on a wholesale basis and should not be directly compared to retail prices at
      a
      gasoline service station).




During
      the three month period ended March 31, 2008,
      the price of crude oil, the raw material from which gasoline is refined, rose
      5.83% from approximately $95.98 to $101.58. The price of crude oil was
      influenced by several factors, including ongoing strong demand for crude oil
      globally, modest increases in the production levels of crude oil, a weakening
      U.S. dollar which tends to make crude oil more expensive in U.S. dollar terms,
      and continuing political uncertainty in certain key oil producing
      countries.




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





**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. USG’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 USG’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 USG for its forward contracts
      are provided by its commodity broker who uses market prices when available,
      while over-the-counter contracts are valued based on the present value of
      estimated future cash flows that would be received from or paid to a third
      party
      in settlement of these derivative contracts prior to their delivery date and
      valued on a daily basis. In addition, USG 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**





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


19


USG currently
      generates cash primarily from (i) the sale of Creation Baskets and (ii) interest
      earned on Treasuries, cash and/or cash equivalents. USG has allocated
      substantially all of its net assets to trading in Gasoline Interests. USG
      invests in Gasoline Interests to the fullest extent possible without being
      leveraged or unable to satisfy its current or potential margin or collateral
      obligations with respect to its investments in Futures Contracts and Other
      Gasoline Related Investments. A significant portion of the NAV is held in cash
      and cash equivalents that are used as margin and as collateral for USG’s
      trading in Gasoline Interests. The percentage that Treasuries will
      bear to the total net assets vary from period to period as the market values
      of
      the Gasoline Interests change. The balance of the net assets is held in
      USG’s Futures Contracts and Other Gasoline Related Investments trading
      account. Interest earned on USG’s interest-bearing funds is paid to
      USG.





USG’s
      investment in Gasoline Interests may be subject to periods of illiquidity
      because of market conditions, regulatory considerations and other reasons.
      For
      example, most commodity exchanges limit the fluctuations in Futures
      Contracts prices during a single day by regulations referred to as “daily
      limits.” During a single day, no trades may be executed at prices beyond the
      daily limit. Once the price of a Futures Contract has increased or
      decreased by an amount equal to the daily limit, positions in the contracts
      can
      neither be taken nor liquidated unless the traders are willing to effect trades
      at or within the specified daily limit. Such market conditions could prevent
      USG
      from promptly liquidating its positions in Futures
      Contracts.  During the period from February 26, 2008 to March 31,
      2008, USG was not forced to purchase or liquidate any of its positions while
      daily limits were in effect; however, USG cannot predict whether such an event
      may occur in the future.





To
      date,
      all of USG’s expenses, including its organizational and offering expenses
      related to the initial offering of its units, have been paid by the General
      Partner. Fees and expenses associated with the registration of units with the
      SEC subsequent to the initial offering will be borne by USG. In addition, fees
      and expenses (including directors’ and officers’ liability insurance)
      of the independent directors of the General Partner, the management fee paid
      to
      the General Partner, certain tax reporting fees, brokerage fees and
      licensing fees will be paid directly by USG. In
      addition, the General Partner, though under no obligation to do so, has agreed
      to pay certain costs for tax reporting and audit expenses normally borne by
      USG to the extent that such expenses exceed 0.15% (15 basis points) of its
      NAV,
      on an annualized basis, until December 31, 2008. The General Partner has no
      obligation to continue such payment into subsequent years. If the
      General Partner and USG are unsuccessful in raising sufficient funds to cover
      USG’s expenses or in locating any other source of funding, USG will terminate
      and investors may lose all or part of their investment.




**Market
      Risk**





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




USG’s
      exposure to market risk depends on a number of factors, including the
      markets for gasoline, the volatility of interest rates and foreign exchange
      rates, the liquidity of the Futures Contracts and Other Gasoline Related
      Investments markets and the relationships among the contracts held by USG.
      The
      limited experience that USG has had in utilizing its model to trade in
      Gasoline Interests in a manner intended to track the changes in the spot price
      of gasoline, as well as drastic market occurrences, could ultimately lead to
      the
      loss of all or substantially all of an investor’s capital.




20


**Credit
      Risk**





When
      USG
      enters into Futures Contracts and Other Gasoline Related Investments, it is
      exposed to the credit risk that the counterparty will not be able to meet its
      obligations. The counterparty for the Futures Contracts traded on the NYMEX
      and on most other foreign futures exchanges is the clearinghouse associated
      with the particular exchange. In general, clearinghouses are backed by their
      members who may be required to share in the financial burden resulting from
      the
      nonperformance of one of their members and, therefore, this additional member
      support should significantly reduce credit risk. Some foreign exchanges are
      not
      backed by their clearinghouse members but may be backed by a consortium of
      banks
      or other financial institutions. There can be no assurance that any
      counterparty, clearinghouse, or their members or their financial backers will
      satisfy their obligations to USG in such circumstances.




The
      General Partner attempts to manage the credit risk of USG by following
      various trading limitations and policies. In particular, USG generally posts
      margin and/or holds liquid assets that are approximately equal to the face
      amount of its obligations to counterparties under the Futures Contracts and
      Other Gasoline Related Investments it holds. The General Partner has implemented
      procedures that include, but are not limited to, executing and clearing trades
      only with creditworthy parties and/or requiring the posting of collateral or
      margin by such parties for the benefit of USG to limit its credit exposure.
      UBS
      Securities LLC, USG’s commodity broker, or any other broker that may be retained
      by USG in the future, when acting as USG’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 USG, all assets of USG relating to domestic
      Futures Contracts trading. These futures commission merchants are not allowed
      to
      commingle USG’s assets with its other assets. In addition, the CFTC requires
      commodity brokers to hold in a secure account the USG assets related to
      foreign Futures Contracts trading.





As
      of
      March 31, 2008, USG had deposits in domestic and foreign financial
      institutions , including
      cash investments in money market funds, in the amount of $19,066,493. This
      amount is subject to loss should these institutions cease
      operations.





**Off
      Balance Sheet Financing**





As
      of
      March 31, 2008, USG 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 USG. While USG’s exposure under these indemnification
      provisions cannot be estimated, they are not expected to have a material impact
      on USG’s financial position.





**Redemption
      Basket Obligation**





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





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




The
      General Partner agreed to pay the start-up costs associated with the
      formation of USG, 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 USG and its units with the SEC, FINRA and the
      AMEX, respectively. However, the costs of registering and listing additional
      units of USG with the SEC are directly borne on an ongoing basis by USG, and
      not
      by the General Partner.




21




The
      General Partner pays the fees of USG’s marketing agent, ALPS Distributors,
      Inc., and the fees of the custodian and transfer agent, Brown Brothers Harriman
      & Co. (“BBH&Co.”), as well as BBH&Co.’s fees for performing
      administrative services, including in connection with the preparation of USG’s
      condensed financial statements and its SEC and CFTC reports. The General Partner
      and USG have also entered into a licensing agreement with the NYMEX
      pursuant to which USG and the affiliated funds managed by the General Partner
      pay a licensing fee to the NYMEX. The General Partner also pays any fees
      for implementation of services and base service fees charged by the accounting
      firm responsible for preparing USG’s tax reporting forms; however, USG pays the
      fees and expenses associated with its tax accounting and reporting requirements. In
      addition, the General Partner, though under no obligation to do so, has agreed
      to pay certain costs for tax reporting and audit expenses normally borne by
      USG to the extent that such expenses exceed 0.15% (15 basis points) of its
      NAV,
      on an annualized basis, until December 31, 2008. The General Partner has no
      obligation to continue such payment into subsequent
      years.





In
      addition to the General Partner’s management fee, USG pays its brokerage fees
      (including fees to a futures commission merchant), over-the-counter dealer
      spreads, any licensing fees for the use of intellectual property, registration
      and, subsequent to the initial offering, the fees paid to the SEC, FINRA, or
      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 USG’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.  USG also
      pays a portion of the fees and expenses of the independent directors of the
      General Partner.  See Note 3 to the Notes to Condensed Financial
      Statements (Unaudited).





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





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





***Over-the-Counter
      Derivatives (Including Spreads and Straddles)***




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




Some
      gasoline-based derivatives transactions contain fairly generic terms and
      conditions and are available from a wide range of participants. Other
      gasoline-based derivatives have highly customized terms and conditions and
      are
      not as widely available. Many of these over-the-counter contracts are
      cash-settled forwards for the future delivery of gasoline- or petroleum-based
      fuels that have terms similar to the Futures Contracts. Others take the form
      of
“swaps” in which the two parties exchange cash flows based on pre-determined
      formulas tied to the spot price of gasoline, forward gasoline prices or
      gasoline futures prices. For example, USG may enter into over-the-counter
      derivative contracts whose value will be tied to changes in the difference
      between the spot price of gasoline, the price of Futures Contracts
      traded on the NYMEX and the prices of other Futures Contracts that may be
      invested in by USG.




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




22


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. Furthermore, the General Partner on behalf of USG
      only enters into over-the-counter contracts with (a) members of the Federal
      Reserve System or foreign banks with branches regulated by the Federal Reserve
      Board; (b) primary dealers in U.S. government securities; (c) broker-dealers;
      (d) commodities futures merchants; or (e) affiliates of the foregoing. Existing
      counterparties are also reviewed periodically by the General
      Partner.





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





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




During
      the period from February 26, 2008 to March 31, 2008, USG did not employ any
      hedging methods since all of its investments were made over an exchange.
      Therefore, USG was not exposed to counterparty risk.





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




**Disclosure
      Controls and Procedures**




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





**Change
      in Internal Control Over Financial Reporting**




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





23


**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 USG’s
      Registration Statement on Form S-1, which was declared effective by the SEC
      on
      February 22, 2008.




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




Not
      applicable.




**Item
        3. Defaults Upon Senior Securities.**


Not
      applicable.




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




Not
        applicable.





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




**Monthly
      Account Statements**




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




**Item 6.****Exhibits.**




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




**Exhibit**
              **Number**
            **Description
                of Document****10.1***
            License
                Agreement.**31.1****
            Certification
                by Principal Executive Officer Pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.**31.2****
            Certification
                by Principal Financial Officer Pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.**32.1*****
            Certification
                by Principal Executive Officer Pursuant to 18 U.S.C. Section 1350,
                As
                Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.**32.2*****
            Certification
                by Principal Financial Officer Pursuant to 18 U.S.C. Section 1350,
                As
                Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.





*
            Incorporated
                by reference to United States Natural Gas Fund, LP’s Quarterly Report on
                Form 10-Q for the Quarter ended March 31, 2007, filed on June 1,
                2007.**
            Filed
                herewith***
            Furnished
                herewith




24


**SIGNATURES**




Pursuant
      to the requirements of the Securities Exchange Act of 1934, the registrant
      has
      duly caused this report to be signed on its behalf by the undersigned thereunto
      duly authorized.







**United
      States Gasoline Fund, LP (Registrant)**


By:
      Victoria Bay Asset Management, LLC, its general partner




By:
            /s/
              Nicholas D. GerberNicholas D. GerberChief Executive
              OfficerDate:  May 15,
              2008By:
            /s/
              Howard MahHoward MahChief Financial
              OfficerDate:  May 15,
              2008




25