UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K/A


(Amendment
No. 2)




x
            Annual
      report pursuant to Section 13 or 15(d) of the Securities Exchange Act
      of 1934 for the fiscal year ended December 31,
  2008.


or





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





Commission
File Number: 001-33859




United
States 12 Month Oil Fund, LP


(Exact
name of registrant as specified in its charter)




Delaware
                20-0431897(State
      or other jurisdiction of
                  incorporation
      or organization)
                (I.R.S.
      Employer
                  Identification
      No.)




1320
Harbor Bay Parkway, Suite 145


Alameda,
California 94502


(Address
of principal executive offices) (Zip code)




(510)
522-9600


(Registrant’s
telephone number, including area code)




Securities
registered pursuant to Section 12(b) of the Act:





Units
              NYSE
      Arca, Inc.(Title
      of each class)
              (Name
      of exchange on which
registered)





Securities
registered pursuant to Section 12(g) of the Act: None




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.




o
Yes    x No





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.




o
Yes    x No





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    o No





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




o
Yes    o No





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.   x





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




Large
      accelerated filer   o
                Accelerated
      filer   oNon-accelerated
      filer x
                Smaller
      reporting company o(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).




o
Yes   x  No





The
aggregate market value of the registrant’s units held by non-affiliates of the
registrant as of June 30, 2008 was: $8,392,000.




The
registrant had 4,900,000 outstanding units as of March 30, 2009.





DOCUMENTS INCORPORATED BY
REFERENCE:


None.





Explanatory
Note




The
United States 12 Month Oil Fund, LP (“US12OF”) is filing this Amendment No. 2 to
its annual report on Form 10-K (“Form 10-K/A”) for the fiscal year ended
December 31, 2008 that was filed with the Securities and Exchange Commission on
March 31, 2009 (“Form 10-K”) in order to file amended principal executive
officer and  principal financial officer certifications originally
filed as Exhibits 31.1 and 31.2 to the Form 10-K, which inadvertently omitted
certain language referring to internal control over financial
reporting.





Except as
set forth above, no other changes have been made to the Form 10-K, and the Form
10-K/A does not amend, update or change any other items or disclosure found in
the Form 10-K.  Further, the Form 10-K/A does not reflect events that
occurred after the filing of the Form 10-K.





Part
IV





Item
15. Exhibits and Financial Statement Schedules.





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





ExhibitNumber
                
                Description of Document31.1*
                
                Certification
      by Principal Executive Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.31.2*
                
                Certification
      by Principal Financial Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.32.1*
                
                Certification
      by Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as
      Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.32.2*
                
                Certification
      by Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as
      Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.





* Filed
herewith





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 12 Month Oil Fund, LP (Registrant)


By:
United States Commodity Funds LLC, its general partner





By:
                /s/
      Nicholas D. GerberNicholas
      D. GerberChief
      Executive Officer





Date:  January
25, 2010





By:
                /s/
      Howard MahHoward MahChief
      Financial Officer





Date:  January
25, 2010