**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: 001-33859




**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)
      522-3336**


**(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
                filer   x
            Smaller reporting
              company    ̈(Do
                not check if a smaller reporting company)




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




 ̈ Yes x No









**UNITED
      STATES 12 MONTH OIL FUND, LP**




**Table
      of Contents**




**Part
                  I. FINANCIAL INFORMATION**
              
              **Page**Item
                  1. Condensed Financial Statements.
              
              1Item
                  2. Management’s Discussion and Analysis of Financial Condition and
                  Results of Operations.
              
              14Item
                  3. Quantitative and Qualitative Disclosures About Market
                  Risk.
              
              27Item
                  4. Controls and Procedures.
              
              28**Part
                  II. OTHER INFORMATION**Item 1.
                Legal
                Proceedings.
              
              28Item 1A.
                Risk
                Factors.
              
              28Item 2.
                Unregistered
                Sales of Equity Securities and Use of Proceeds.
              
              28Item 3.
                Defaults Upon
                Senior Securities.
              
              28Item 4.
                Submission of
                Matters to a Vote of Security Holders.
              
              28Item
                  5. Other Information.
              
              28Item
                  6. Exhibits.
              
              28










**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 three months ended March
                31,
                2008
            
            
            4CondensedStatement
                of Changes in Partners’ Capital (Unaudited) for the threemonths ended March 31, 2008
            
            
            5CondensedStatement
                of Cash Flows (Unaudited) for the three months ended March 31, 2008
            
            
            6Notes
                to Condensed Financial Statementsfor the period ended March 31, 2008 (Unaudited)
            
            
            7





1





***United******States 12 Month Oil 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
            
            $
            7,984,139
            
            $
            18,174,276Equity
                in UBS Securities LLC trading accounts:Cash
            
            
            2,429,730
            
            
            1,999,108Unrealized
                gain on open commodity futures contracts
            
            
            1,261,710
            
            
            1,525,370Interest
                receivable
            
            
            7,842
            
            
            4,994*Total
                assets*
            
            $
            11,683,421
            
            $
            21,703,748**Liabilities
                and Partners' Capital**General
                Partner management fees (Note 3)
            
            $
            5,487
            
            $
            8,790Other
                liabilities
            
            
            15,235
            
            
            3,479*Total
                liabilities*
            
            
            20,722
            
            
            12,269**Commitments
                and Contingencies**(Notes
                3, 4 and 5)**Partners'
                Capital**General
                Partner
            
            
            -
            
            
            -Limited
                Partners
            
            
            11,662,699
            
            
            21,691,479*Total
                Partners' Capital*
            
            
            11,662,699
            
            
            21,691,479*Total
                liabilities and partners' capital*
            
            $
            11,683,421
            
            $
            21,703,748Limited
                Partners' units outstanding
            
            
            200,000
            
            
            400,000Net
                asset value per unit
            
            $
            58.31
            
            $
            54.23Market
                value per unit
            
            $
            60.30
            
            $
            53.88





*See
                accompanying notes to condensed financial
                statements.*




2




***United******States 12 Month Oil Fund, LP***


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


***At
      March 31, 2008***




**Open
                Futures Contracts****Number
                  of Contracts**
            
            **Gains
                    (Losses) on Open Commodity Contracts**
            
            **%
                  of Partners' Capital****United
                States Contracts**Crude
                Oil Futures contracts, expires May 2008
            
            
            10
            
            $
            138,250
            
            
            1.19Crude
                Oil Futures contracts, expires June 2008
            
            
            10
            
            
            127,490
            
            
            1.09Crude
                Oil Futures contracts, expires July 2008
            
            
            9
            
            
            120,780
            
            
            1.04Crude
                Oil Futures contracts, expires August 2008
            
            
            10
            
            
            130,450
            
            
            1.12Crude
                Oil Futures contracts, expires September 2008
            
            
            10
            
            
            128,000
            
            
            1.10Crude
                Oil Futures contracts, expires October 2008
            
            
            10
            
            
            125,450
            
            
            1.08Crude
                Oil Futures contracts, expires November 2008
            
            
            10
            
            
            122,900
            
            
            1.05Crude
                Oil Futures contracts, expires December 2008
            
            
            9
            
            
            107,340
            
            
            0.92Crude
                Oil Futures contracts, expires January 2009
            
            
            10
            
            
            119,520
            
            
            1.02Crude
                Oil Futures contracts, expires February 2009
            
            
            10
            
            
            56,900
            
            
            0.49Crude
                Oil Futures contracts, expires March 2009
            
            
            10
            
            
            112,080
            
            
            0.96Crude
                Oil Futures contracts, expires April 2009
            
            
            9
            
            
            (27,450
            )
            
            (0.24
            )117
            
            $
            1,261,710
            
            
            10.82**Cash
                Equivalents****Cost**
            
            
            **Market
                Value****United
                States - Money Market Funds**Goldman
                Sachs Financial Square Funds - Treasury Instruments Fund
            
            $
            1,030,477
            
            $
            1,030,477
            
            
            8.84$
            1,030,477
            
            
            1,030,477
            
            
            8.84**Cash**
            
            
            
            
            
            6,953,662
            
            
            59.62**Total
                cash and cash equivalents**
            
            
            
            
            
            7,984,139
            
            
            68.46**Cash
                on deposit with broker**
            
            
            
            
            
            2,429,730
            
            
            20.83**Liabilities,
                less receivables**
            
            
            
            
            
            (12,880
            )
            
            (0.11
            )**Total
                Partners' Capital**
            
            
            
            
            $
            11,662,699
            
            
            100.00





*See
                accompanying notes to condensed financial
                statements.*




3


***United
      States 12 Month Oil Fund, LP***


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


***For
      the three months ended March 31, 2008***




**Three
                months ended****March
                31, 2008****Income**Gains
                (losses) on trading of commodity futures contracts:Realized
                gains on closed positions
            
            $
            415,890Change
                in unrealized gains (losses) on open positions
            
            
            (263,660
            )Interest
                income
            
            
            87,067Other
                income
            
            
            2,000*Total
                income*
            
            
            241,297**Expenses**General
                Partner management fees (Note 3)
            
            
            20,846Brokerage
                commissions
            
            
            1,590Other
                expenses
            
            
            13,537*Total
                expenses*
            
            
            35,973**Net
                income**
            
            $
            205,324**Net
                income per limited partnership unit**
            
            $
            4.08**Net
                income per weighted average limited partnership
                unit**
            
            $
            0.82**Weighted
                average limited partnership units outstanding**
            
            
            250,549




*See
                accompanying notes to condensed financial
                statements.*





4


***United
      States 12 Month Oil Fund, LP***


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


***For
      the three months ended March 31, 2008***





**General
                Partner**
            
            **Limited
                Partners**
            
            **Total****Balances,
                at December 31, 2007**
            
            $
            -
            
            $
            21,691,479
            
            $
            21,691,479Redemption
                of 200,000 partnership units
            
            
            -
            
            
            (10,234,104
            )
            
            (10,234,104
            )Net
                income
            
            
            -
            
            
            205,324
            
            
            205,324**Balances,
                at March 31, 2008**
            
            $
            -
            
            $
            11,662,699
            
            $
            11,662,699**Net
                Asset Value Per Unit**At
                December 31, 2007
            
            $
            54.23At
                March 31, 2008
            
            $
            58.31





*See
                accompanying notes to condensed financial
                statements.*




5





***United
      States 12 Month Oil Fund, LP***


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


***For
      the three months ended March 31, 2008***





**Three
                months ended****March
                31, 2008****Cash
                Flows from Operating Activities:**Net
                income
            
            $
            205,324Adjustments
                to reconcile net income to net cash provided by operating
                activities:Increase
                in commodity futures trading account - cash
            
            
            (430,622
            )Unrealized
                losses on futures contracts
            
            
            263,660Increase
                in interest receivable
            
            
            (2,848
            )Decrease
                in management fees payable
            
            
            (3,303
            )Increase
                in commissions payable
            
            
            650Increase
                in other liabilities
            
            
            11,106*Net
                cash provided by operating activities*
            
            
            43,967**Cash
                Flows from Financing Activities:**Redemption
                of partnership units
            
            
            (10,234,104
            )*Net
                cash used in financing activities*
            
            
            (10,234,104
            )**Net
                Decrease in Cash and Cash Equivalents**
            
            
            (10,190,137
            )**Cash
                and Cash Equivalents**,
                beginning of period
            
            
            18,174,276**Cash
                and Cash Equivalents**,
                end of period
            
            $
            7,984,139




*See
                accompanying notes to condensed financial
                statements.*




6




**United****States 12 Month Oil Fund, LP**


**Notes
      to Condensed Financial Statements**


**For
      the period ended March 31, 2008 (Unaudited)**




**NOTE
      1 - ORGANIZATION AND BUSINESS**





United
      States 12 Month Oil Fund, LP (“US12OF”) was organized as a limited partnership
      under the laws of the state of Delaware on June 27, 2007. US12OF is a commodity
      pool that issues units that may be purchased and sold on the American Stock
      Exchange (the “AMEX”). US12OF 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
      December 4, 2007 (the “LP Agreement”). The investment objective of US12OF is for
      the changes in percentage terms of its net asset value to reflect the changes
      in
      percentage terms of the price of crude oil delivered to Cushing,
      Oklahoma, as measured by the changes in the average of the prices of the
      12 futures contracts on crude oil as traded on the New York
      Mercantile Exchange (the “NYMEX”), consisting of the near month contract to
      expire and the contracts for the following 11 months for a total of 12
      consecutive months’ contracts, except when the near month contract is within two
      weeks of expiration, in which case it will be measured by the futures contracts
      that are the next month contract to expire and the contracts for the following
      11 consecutive months, less US12OF’s expenses. US12OF
      will accomplish its objective through investments in futures contracts for
      light, sweet crude oil, and other types of crude oil, heating oil, gasoline,
      natural gas and other petroleum-based fuels that are traded on the NYMEX, ICE
      Futures or other U.S. and foreign exchanges (collectively, “Futures Contracts”)
      and other oil related investments such as cash-settled options on Futures
      Contracts, forward contracts for oil and over-the-counter transactions that
      are
      based on the price of crude oil, heating oil, gasoline, natural gas and other
      petroleum-based fuels, Futures Contracts and indices based on the foregoing
      (collectively, “Other Crude Oil Related Investments”). As of March 31, 2008,
      US12OF held 117 Futures Contracts traded on the NYMEX.





US12OF
      commenced investment operations on December 6, 2007 and has a fiscal year ending
      on December 31. Victoria Bay Asset Management, LLC (the “General Partner”)
      is responsible for the management of US12OF. 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 Gasoline Fund, LP (“USG”) 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, “UGA” on
      February 26, 2008 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.




US12OF 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 US12OF 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 US12OF but rather at market prices quoted on
      such
      exchange.




In
      November 2007, US12OF initially registered 11,000,000 units on Form S-1 with
      the
      SEC. On December 6, 2007, US12OF listed its units on the AMEX under the ticker
      symbol “USL”. On that day, US12OF established its initial net asset value by
      setting the price at $50.00 per unit and issued 300,000 units in exchange
      for $15,000,000. US12OF also commenced investment operations on December 6,
      2007
      by purchasing Futures Contracts traded on the NYMEX based on light, sweet crude
      oil. As of March 31, 2008, US12OF had registered a total of 11,000,000
      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. US12OF 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, US12OF 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**





US12OF
      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 US12OF as of the beginning of
      each
      business day based upon the prior day’s net asset value. Authorized Purchasers
      may redeem units from US12OF 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.




US12OF
      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 US12OF’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 US12OF 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**





US12OF 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. US12OF 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 US12OF. 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 US12OF’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 US12OF AND RELATED PARTY TRANSACTIONS**





**General
      Partner Management Fee**





Under
      the LP Agreement, the General Partner is responsible for investing the
      assets of US12OF in accordance with the objectives and policies of US12OF.
      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 US12OF. For these services, US12OF 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**





US12OF
      pays all costs and expenses associated with the
      ongoing registration of units subsequent to the initial offering.
      These costs include registration or other fees paid to regulatory agencies
      in
      connection with the offer and sale of units, and all legal, accounting, printing
      and other expenses associated with such offer and sale. For the three month
      period ended March 31, 2008, US12OF did not incur registration fees or
      other offering expenses.




**Director’s
      Fees**




US12OF
      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. US12OF shares these fees with USOF,
      USNG, USG 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, US12OF entered into a licensing agreement with the
      NYMEX on January 16, 2008. The agreement has an effective date of December
      4,
      2007. Pursuant to the agreement, US12OF and the affiliated funds managed by
      the
      General Partner pay a licensing fee that is equal to 0.04% for the
      first $1,000,000,000 of combined assets of the funds and 0.02% for combined
      assets above $1,000,000,000. During the three month period ended March 31,
      2008,
      US12OF incurred $1,370 under this arrangement.




9




**Investor
      Tax Reporting Cost**





The
      fees
      and expenses associated with US12OF’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 US12OF. 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
      US120F 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 $191,079 for the year ending December 31, 2008. For
      the first quarter of 2008, management's estimated portion of these expenses
      would be $42,544 under this arrangement.





**Other
      Expenses and Fees**




In
      addition to the fees described above, US12OF pays all brokerage fees, taxes
      and other expenses in connection with the operation of US12OF, excluding costs
      and expenses paid by the General Partner as outlined in Note
      4.




**NOTE
      4 - CONTRACTS AND AGREEMENTS**





US12OF
      is
      party to a marketing agent agreement, dated as of November 13, 2007,
      with the Marketing Agent, whereby the Marketing Agent provides certain
      marketing services for US12OF as outlined in the agreement. The fee of the
      Marketing Agent, which is borne by the General Partner, is equal to 0.06% on
      US12OF’s assets up to $3 billion; and 0.04% on US12OF’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.





US12OF
      is
      also party to a custodian agreement, dated October 5, 2007, with Brown Brothers
      Harriman & Co. (“BBH&Co.”), whereby BBH&Co. holds investments on
      behalf of US12OF. The General Partner pays the fees of the custodian, which
      are determined by the parties from time to time. In addition, US12OF is party
      to
      an administrative agency agreement, dated October 5, 2007, with the General
      Partner and BBH&Co., whereby BBH&Co. acts as the administrative agent,
      transfer agent and registrar for US12OF. 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 US12OF’s, USOF’s, USNG’s,
      USG’s and USHO’s combined net assets, (b) 0.0465% for US12OF’s, USOF’s, USNG’s,
      USG’s and USHO’s combined net assets greater than $500 million but less than $1
      billion, and (c) 0.035% for US12OF’s, USOF’s, USNG’s, USG’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.





US12OF
      has entered into a brokerage agreement with UBS Securities LLC (“UBS
      Securities”). The agreement requires UBS Securities to provide services to
      US12OF in connection with the purchase and sale of Futures Contracts and
      Other Crude Oil Related Investments that may be purchased and sold by or through
      UBS Securities for US12OF’s account. The agreement provides that UBS Securities
      charge US12OF commissions of approximately $7 per round-turn trade, plus
      applicable exchange and NFA fees for Futures Contracts and options on
      Futures Contracts.





US12OF
      invests primarily in Futures Contracts traded on the NYMEX. On January 16,
      2008, US12OF and the NYMEX entered into a license agreement whereby US12OF
      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 December 4,
      2007. Under the license agreement, US12OF 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.




US12OF
      expressly disclaims any association with the
      NYMEX or endorsement of US12OF 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**





US12OF engages
      in the speculative trading of U.S. futures contracts and options on U.S.
      futures contracts (collectively, “derivatives”). US12OF 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 US12OF 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, US12OF must rely solely on the credit of its
      respective individual counterparties. However, in the future, if US12OF
      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. US12OF 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, US12OF 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.





US12OF’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 commision merchant could result in the
      complete loss of US120F’s assets
      posted
      with that futures commission merchant; however, the vast majority of US120F’s assets
      are held
      in Treasuries, cash or cash equivalents with US120F’s custodian
      and
      would not be impacted by the insolvency of a futures commission
      merchant.




US12OF invests
      its cash in money market funds that seek to maintain a stable net asset value.
      US12OF is exposed to any risk of loss associated with an investment in these
      money market funds. As of March 31, 2008 and December 31, 2007, US12OF had
      deposits in domestic and foreign financial institutions, including cash
      investments in money market funds, in the amount of $10,413,869 and $20,173,384,
      respectively. This amount is subject to loss should these institutions cease
      operations.




For
      derivatives, risks arise from changes in the market value of the contracts.
      Theoretically, US12OF 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, US12OF 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.





US12OF’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, US12OF 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 US12OF 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 three months ended March 31, 2008 for the limited
      partners. This information has been derived from information presented in the
      condensed financial statements.





**For
                the three months ended****March
                31, 2008****Per
                Unit Operating Performance:**
            
            **(Unaudited)**Net
                asset value, beginning of period
            
            $
            54.23Total
                income
            
            
            4.22Total
                expenses
            
            
            (0.14
            )Net
                increase in net asset value
            
            
            4.08Net
                asset value, end of period
            
            $
            58.31**Total
                Return**
            
            
            7.52
            %**Ratios
                to Average Net Assets**Total
                income
            
            
            1.73
            %Expenses
                excluding management fees*
            
            
            (0.44
            )%Management
                fees*
            
            
            (0.60
            )%Net
                income
            
            
            1.47
            %*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 US12OF.




12





**NOTE 7
      - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS**




**Fair
      Value of Financial Instruments**




Effective
      January 1, 2008, US12OF 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
      US12OF (observable inputs) and (2) US12OF’s own assumptions about market
      participant assumptions developed based on the best information available under
      the circumstances (unobservable inputs). The three levels defined by the FAS
      157
      hierarchy are as follows:




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




Level
      II
      - Inputs other than quoted prices included within Level 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 US12OF’s securities at March 31,
      2008 using the fair value hierarchy:




**At March
                31, 2008**
            
            **Total**
            
            **Level I**
            
            **Level II**
            
            **Level III**Investments
            
            $
            1,030,477
            
            $
            1,030,477
            
            $
            -
            
            $
            -Derivative
                assets
            
            
            1,261,710
            
            
            1,261,710
            
            
            -
            
            
            -




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 12 Month Oil Fund, LP
      (“US12OF”) 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 US12OF’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 US12OF’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
      US12OF cannot assure investors that the projections included in these
      forward-looking statements will come to pass. US12OF’s actual results could
      differ materially from those expressed or implied by the forward-looking
      statements as a result of various factors.




US12OF
      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 US12OF assumes no obligation to update any such
      forward-looking statements. Although US12OF 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 US12OF may make directly to them or through
      reports that US12OF 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**





US12OF,
      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 net
      assets of US12OF consist primarily of investments in futures contracts for
      light, sweet crude oil, other types of crude oil, heating oil, gasoline, natural
      gas and other petroleum-based fuels that are traded on the New York Mercantile
      Exchange (the “NYMEX”), ICE Futures or other U.S. and foreign exchanges
      (collectively, “Futures Contracts”). This includes contracts that are of the
      standard industry size as measured in physical amounts of light, sweet crude
      oil, as well as similar contracts that are financially settled but are based
      on
      a percentage of the standard size contracts. US12OF may also invest in other
      crude oil-related investments such as cash-settled options on Futures Contracts,
      forward contracts for crude oil, and over-the-counter transactions that are
      based on the price of crude oil, heating oil, gasoline, natural gas and other
      petroleum-based fuels, Futures Contracts and indices based on the foregoing
      (collectively, “Other Crude Oil-Related Investments”). For convenience and
      unless otherwise specified, Futures Contracts and Other Crude Oil-Related
      Investments collectively are referred to as “Crude Oil Interests” in this
      quarterly report on Form 10-Q.





The
      investment objective of US12OF is to have the changes in percentage terms of
      the
      units’ net asset value (“NAV”) reflect the changes in percentage terms of the
      price of light, sweet crude oil delivered to Cushing, Oklahoma, as measured
      by
      the changes in the average of the prices of the 12 futures contracts (the
“Benchmark Futures Contracts”) on crude oil traded on the NYMEX, consisting of
      the near month contract to expire and the contracts for the following 11 months,
      for a total of 12 consecutive months’ contracts, except when the near month
      contract is within two weeks of expiration, in which case it will be measured
      by
      the futures contracts that are the next month contract to expire and the
      contracts for the following 11 consecutive months, less US12OF’s expenses. When
      calculating the daily movement of the average price of the 12 contracts, each
      contract month will be equally weighted.




The
      general partner of US12OF, 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 US12OF (the
“LP Agreement”) to manage US12OF. The General Partner is authorized by US12OF in
      its sole judgment to employ and establish the terms of employment for, and
      termination of, commodity trading advisors or futures commission
      merchants.




14




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





The
      NAV
      of US12OF 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. US12OF 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
      US12OF 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 Crude Oil
      Market**





*Results
      of Operations.* On
      December 6, 2007, US12OF listed its units on the AMEX under the ticker symbol
      “USL.” On that day, US12OF established its initial offering price at $50.00 per
      unit and issued 300,000 units to the initial authorized purchaser, Merrill
      Lynch
      Professional Clearing Corp., in exchange for $15,000,000 in cash. As of March
      31, 2008, US12OF had issued 400,000 units, 200,000 of which were
      outstanding.





More
      units may have been issued by US12OF 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 US12OF cannot be resold
      by
      US12OF without registration of the offering of such units with the SEC. As
      a
      result, US12OF 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 crude oil Futures Contracts
      owned or held on that day was $1,261,710 and US12OF established cash
      deposits, including cash investments in money market funds, that were equal
      to
      $10,413,869. The majority of those cash assets were held in overnight deposits
      at US12OF’s custodian bank, while 23.33% 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 $58.31.





*Portfolio
      Expenses* .
      US12OF’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 US12OF pays to the General Partner is calculated as a percentage of
      the
      total net assets of US12OF. US12OF pays the General Partner a management
      fee of 0.60% of net assets. The fee is accrued daily.





During
      the three month period ended March 31, 2008, the daily average total net assets
      of US12OF were $13,973,607. During the three month period ended March
      31, 2008, the management fee paid by US12OF amounted to $20,846, and was accrued
      daily. Management fees as a percentage of average net assets averaged 0.60%
      over the course of this three month period.




US12OF 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 three month period ended March 31, 2008, US12OF 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
      US12OF 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. US12OF
      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. US12OF shares these fees
      with USOF, USNG, USG 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




US12OF
      also incurs commissions to brokers for the purchase and sale of Futures
      Contracts, Other Crude Oil Related Investments or short-term obligations of
      the United States of two years or less (“Treasuries”). During the three month
      period ended March 31, 2008, total commissions paid to brokers amounted to
      $1,590. Prior to the initial offering of its units, US12OF had estimated that
      its annual level of such commissions was expected to be 0.13% of total net
      assets. As an annualized percentage of average net assets, the figure for
      the three month period ended March 31, 2008 represented approximately 0.05%
      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* .
      US12OF
      seeks to invest its assets such that it holds Futures Contracts and Other Crude
      Oil Related Investments in an amount equal to the total net assets of the
      portfolio. Typically, such investments do not require US12OF to pay the full
      amount of the contract value at the time of purchase, but rather require US12OF
      to post an amount as a margin deposit against the eventual settlement of the
      contract. As a result, US12OF retains an amount that is approximately equal
      to
      its total net assets, which US12OF 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 US12OF’s
      custodian bank. The Treasuries, cash and/or cash equivalents earn
      interest that accrues on a daily basis. For the three month period ended March
      31, 2008, US12OF earned $87,067 in interest income on such cash holdings.
      Based on US12OF’s average daily total net assets during this time period, this
      is equivalent to an annualized yield of 2.51%. US12OF did not
      purchase Treasuries during the three month period ended March 31, 2008 and
      held all of its funds in cash and/or cash equivalents during this time
      period.




*Tracking
      US12OF’s Benchmark* .
      US12OF
      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 prices
      of
      the Benchmark Futures Contracts, also on a percentage basis. Specifically,
      US12OF 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
      Contracts. As an example, if the average daily movement of the average of the
      prices of the Benchmark Futures Contracts for a particular 30-day time period
      was 0.5% per day, US12OF 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). US12OF’s portfolio management
      goals do not include trying to make the nominal price of US12OF’s NAV equal to
      the average of the nominal prices of the current Benchmark Futures
      Contracts or the spot price for crude oil. Management believes that it is not
      practical to manage the portfolio to achieve such an investment goal when
      investing in listed crude oil Futures Contracts.




16


For
        the
        30 valuation days ended March 31, 2008, the simple average daily change in
        the
        Benchmark Futures Contracts was 0.201%, while the simple average daily change
        in
        the NAV of US12OF over the same time period was 0.203%. The average daily
        difference was 0.002% (or 0.2 basis points, where 1 basis point equals 1/100
        of
        1%). As a percentage of the daily movement of the Benchmark Futures Contracts,
        the average error in daily tracking by the NAV was 0.15%, meaning that over
        this
        time period US12OF’s tracking error was within the plus or minus 10% range
        established as its benchmark tracking goal.





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


17








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




Since
      the
      offering of US12OF units to the public on December 6, 2007 to March 31,
      2008, the simple average daily change in the Benchmark Futures Contracts
      was 0.209%, while the simple average daily change in the NAV of US12OF over
      the
      same time period was 0.215%. 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 Contracts, the average error in
      daily tracking by the NAV was 0.839%, meaning that over this time period
      US12OF’s tracking error was within the plus or minus 10% range established as
      its benchmark tracking goa l.





An
      alternative tracking measurement of the return performance of US12OF versus
      the
      return of its Benchmark Futures Contracts can be calculated by comparing
      the actual return of US12OF, measured by changes in its NAV, versus the *expected* changes
      in its NAV under the assumption that US12OF’s returns had been exactly the same
      as the daily changes in its Benchmark Futures Contracts.





For
      the
      three month period ended March 31, 2008, the actual total return of US12OF
      as
      measured by changes in its NAV was 7.52%. This is based on an initial
      NAV of $54.23 on December 31, 2007 and an ending NAV as of March 31,
      2008 of $58.31. During this time period, US12OF made no distributions to
      its unitholders. However, if US12OF’s daily changes in its NAV had instead
      exactly tracked the changes in the daily return of the Benchmark Futures
      Contract, US12OF would have ended the first quarter of 2008 with an
      estimated NAV of $53.59, for a total return over the relevant time period of
      7.18%. The difference between the actual NAV total return of US12OF of 7.52%
      and
      the expected total return based on the Benchmark Futures Contract of 7.18%
      was
      an error over the time period of 0.34%, which is to say that US12OF’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
      US12OF collects on its cash and cash equivalent holdings. In addition, during
      the three month period ended March 31, 2008, US12OF also collected fees from
      brokerage firms creating or redeeming baskets of units. This income also
      contributed to US12OF’s actual return exceeding the benchmark results. However,
      if the total assets of US12OF 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.




18





There
      are
      currently three factors that have impacted, during the latest period, or
      are most likely to impact, US12OF’s ability to accurately track its
      Benchmark Futures Contracts.





First,
      US12OF may buy or sell its holdings in the then current Benchmark Futures
      Contracts at a price other than the closing settlement price of that contract
      on
      the day in which US12OF executes the trade. In that case, US12OF may get a
      price
      that is higher, or lower, than that of the Benchmark Futures Contracts,
      which could cause the changes in the daily NAV of US12OF to either be too
      high or too low relative to the changes in the daily benchmark. During the
      three
      month period ended 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 US12OF 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
      US12OF’s attempt to track its benchmark over time.




Second,
      US12OF earns interest on its cash, cash equivalents and Treasury
      holdings. US12OF is not required to distribute any portion of its income to
      its
      unitholders and did not make any distributions to unitholders during the three
      month period ended March 31, 2008. Interest payments, and any other income,
      were
      retained within the portfolio and added to US12OF’s NAV. When this income
      exceeds the level of US12OF’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), US12OF will realize a net yield that will tend to cause daily
      changes in the NAV of US12OF to track slightly higher than daily changes in
      the
      average of the prices of the Benchmark Futures Contracts. During the three
      month period ended March 31, 2008, US12OF earned, on an annualized basis,
      approximately 2.51% on its cash holdings. It also incurred cash expenses on
      an
      annualized basis of 0.60% for management fees and approximately 0.05% in
      brokerage commission costs related to the purchase and sale of futures
      contracts, and 0.39% for other expenses. The foregoing fees and expenses
      resulted in a net yield on an annualized basis of approximately 1.47% and
      affected US12OF’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 Contracts.




Third,
      US12OF may hold Other Crude Oil Related Investments in its portfolio that
      may fail to closely track the Benchmark Futures Contracts’ total return
      movements. In that case, the error in tracking the benchmark could result in
      daily changes in the NAV of US12OF that are either too high, or too low,
      relative to the daily changes in the benchmark. During the three month period
      ended March 31, 2008, US12OF did not hold any Other Crude Oil Related
      Investments. However, there can be no assurance that in future quarters US12OF
      will not make use of such Other Crude Oil Related Investments.





During
      the three month period ended March 31, 2008, the average prices of front 12
      month futures contracts rose from near the $93.28 level to approximately the
      $99.07 level. The prices of front month contracts were also higher than the
      prices of second or third month contracts for most of this time
      period.





*Term
      Structure of Crude Oil Futures Prices and the Impact on Total Returns.*Several
      factors determine the total return from investing in a futures contract
      position. One factor that impacts the total return that will result from
      investing in near month crude oil futures contracts and “rolling” those
      contracts forward each month is the price relationship between the current
      near
      month contract and the 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.




19




As
      an
      example, assume that the price of crude oil for immediate delivery (the “spot”
price), was $50 per barrel, and the value of a position in the near month
      futures contract was also $50. Over time, the price of the barrel of crude
      oil
      will fluctuate based on a number of market factors, including demand for
      oil relative to its supply. The value of the near month contract will likewise
      fluctuate in reaction to a number of market factors. If investors seek to
      maintain their holding in a near month contract position and not take delivery
      of the crude oil, every month they must sell their current near month contract
      as it approaches expiration and invest in the next month contract.




If
      the
      futures market is in backwardation, *e.g.,*when the expected price of
      crude oil in the future would be less, the investor would be buying a next
      month
      contract for a lower price than the current near month contract. Hypothetically,
      and assuming no other changes to either prevailing crude oil prices or the
      price
      relationship between the spot price, the near month contract and the next month
      contract (and ignoring the impact of commission costs and the interest earned
      on
      Treasuries, cash and/or cash equivalents), the value of the next month contract
      would rise as it approaches expiration and becomes the new near month contract.
      In this example, the value of the $50 investment would tend to rise faster
      than
      the spot price of crude oil, or fall slower. As a result, it would be possible
      in this hypothetical example for the price of spot crude oil to have risen
      to
      $60 after some period of time, while the value of the investment in the futures
      contract would have risen to $65, assuming backwardation is large enough or
      enough time has elapsed. Similarly, the spot price of crude oil could have
      fallen to $40 while the value of an investment in the futures contract could
      have fallen to only $45. Over time, if backwardation remained constant, the
      difference would continue to increase.





If
      the
      futures market is in contango, the investor would be buying a next month
      contract for a higher price than the current near month contract.
      Hypothetically, and assuming no other changes to either prevailing crude oil
      prices or the price relationship between the spot price, the near month contract
      and the next month contract (and ignoring the impact of commission costs and
      the
      interest earned on cash), the value of the next month contract would fall as
      it
      approaches expiration and becomes the new near month contract. In this example,
      it would mean that the value of the $50 investment would tend to rise slower
      than the spot price of crude oil, or fall faster. As a result, it would be
      possible in this hypothetical example for the spot price of crude oil to
      have risen to $60 after some period of time, while the value of the investment
      in the futures contract will have risen to only $55, assuming contango is large
      enough or enough time has elapsed. Similarly, the spot price of crude oil could
      have fallen to $45 while the value of an investment in the futures contract
      could have fallen to $40. Over time, if contango remained constant, the
      difference would continue to increase.




Historically,
      the oil futures markets have experienced periods of contango and
      backwardation, with backwardation being in place more often than contango.
      During the previous two years, including 2006 and the first half of 2007, these
      markets have experienced contango. However, starting early in the third quarter
      of 2007, the crude oil futures market moved into backwardation and remained
      in
      that condition for the rest of the year. The crude oil markets remained in
      backwardation for all of the first quarter of 2008. The chart below compares
      the
      price of the front month contract to the average price of the first 12 months
      over the last 10 years (1998-2007). When the price of the front month contract
      is higher than the average price of the front 12 month contracts, the market
      would be described as being in backwardation. When the price of the front month
      contract is lower than the average price of the front 12 month contracts, the
      market would be described as being in contango. Although the prices of the
      front
      month contract and the average price of the front 12 month contracts do tend
      to
      move up or down together, it can be seen that at times the front month prices
      are clearly higher than the average price of the 12 month contracts
      (backwardation), and other times they are below the average price of the front
      12 month contracts (contango).




20







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




An
      alternative way to view the same data is to subtract from the dollar price
      of
      the front month contract the average dollar price of the front 12 month
      contracts. If the resulting number is a positive number, then the front month
      price is higher than the average price of the front 12 months and the market
      could be described as being in backwardation. If the resulting number is a
      negative number, then the front month price is lower than the average price
      of
      the front 12 months and the market could be described as being in contango.
      The
      chart below shows the results from subtracting from the front month price the
      average price of the front 12 month contracts for the 10 year period between
      1998 and 2007.




21







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




A
      hypothetical investment in a portfolio that involved owning only the front
      month
      contract would produce a different result than a hypothetical investment in
      a
      portfolio that owned an equal number of each of the front 12 month’s worth of
      contracts. Generally speaking, when the crude oil futures market is in
      backwardation, the front month only portfolio would tend to have a higher total
      return than the 12 month portfolio. Conversely, if the crude oil futures market
      was in contango, the portfolio containing 12 months worth of contracts would
      tend to outperform the front month only portfolio. The chart below shows the
      hypothetical results of owning a portfolio consisting of the front month
      contract versus a portfolio containing the front 12 month’s worth of contracts.
      In this example, each month, the front month only portfolio would sell the
      front
      month contract at expiration and buy the next month out contract. The portfolio
      holding an equal number of the front 12 month’s worth of contracts would sell
      the front month contract at expiration and replace it with the contract that
      becomes the new twelfth month contract.




22







****PAST
      PRICE MOVEMENTS OF CRUDE OIL,
      NATURAL GAS AND HEATING OIL ARE NOT INDICATIVE OF FUTURE PRICE
      MOVEMENTS***




As
      seen
      in the chart, there have been periods of both positive and negative annual
      total
      returns for both portfolios over the last 10 years. In addition, there have
      been
      periods during which the front month only approach had higher returns, and
      periods where the 12 month approach had higher total returns. The above chart
      does not represent the performance history of US120F or affiliated
      funds.





The
      General Partner believes that holding futures contracts whose expiration dates
      are spread out over a 12 month period of time will cause the total return of
      such a portfolio to vary compared to a portfolio that holds only a single
      month’s contract (such as the near month contract).  In particular,
      the General Partner believes that the total return of a portfolio holding
      contracts with a range of expiration months will be impacted differently by
      the
      price relationship between different contract months of the same commodity
      future compared to the total return of a portfolio consisting of the near month
      contract.  The General Partner believes that based on historical
      evidence a portfolio that held futures contracts with a range of expiration
      dates spread out over a 12 month period of time would typically be impacted
      less
      by the positive effect of backwardation, and less by the negative effect of
      contango, compared to a portfolio that held contracts of a single near month.
      As
      a result, absent the impact of any other factors, a portfolio of 12 different
      monthly contracts would tend to have a lower total return than a near month
      only
      portfolio in a backwardation market and a higher total return in a contango
      market.  However there can be no assurance that such historical
      relationships would provide the same or similar results in the
      future.





Periods
      of contango and backwardation do not meaningfully impact US12OF’s investment
      objective of having percentage changes in its per unit NAV track percentage
      changes in the price of the Benchmark Futures Contracts since the impact of
      backwardation and contango tended to equally impact the percentage changes
      in
      price of both US12OF’s units and the Benchmark Futures Contracts. It
      is impossible to predict with any degree of certainty whether backwardation
      or
      contango will occur in the future. It is likely that both conditions will occur
      during different periods.





*Crude
      Oil Market.* During
      the three month period ended March 31, 2008, crude oil prices were impacted
      by
      several factors. On the consumption side, demand remained strong as continued
      global economic growth, especially in emerging economies such as China and
      India, remained brisk. Additionally, a falling U.S. dollar, the currency in
      which crude oil is traded globally, continued to be weak, effectively making
      crude oil cheaper for most non U.S. dollar economies. Concerns about a weakening
      U.S. economy leading to reduced demand for oil products was a factor in the
      first quarter of 2008. On the supply side, production remained steady despite
      concerns about violence impacting production in Iraq and Nigeria. At the
      same time, a concern remained about the ability of major oil producing
      countries to continue to raise their production to accommodate increasing
      demand. However, oil prices trended upward during the quarter as a slowing
      U.S.
      economy was not enough to improve the global supply and demand
      balance.




23





**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. US12OF’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 US12OF’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 US12OF 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, US12OF 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**





US12OF
      has not made, and does not anticipate making, use of borrowings or other lines
      of credit to meet its obligations. US12OF has met, and it is anticipated that
      US12OF 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.
      US12OF’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.”




US12OF currently
      generates cash primarily from (i) the sale of Creation Baskets and (ii) interest
      earned on Treasuries, cash and/or cash equivalents. US12OF has allocated
      substantially all of its net assets to trading in Crude Oil Interests. US12OF
      invests in Crude Oil Interests to the fullest extent possible without being
      leveraged or unable to satisfy its current or potential margin or collateral
      obligations with respect to its investments in Futures Contracts and Other
      Crude
      Oil-Related Investments. A significant portion of the NAV is held in cash and
      cash equivalents that are used as margin and as collateral for US12OF’s
      trading in Crude Oil Interests. The percentage that Treasuries will
      bear to the total net assets vary from period to period as the market values
      of
      the Crude Oil Interests change. The balance of the net assets is held in
      US12OF’s Futures Contracts and Other Crude Oil Related Investments trading
      account. Interest earned on US12OF’s interest-bearing funds is paid to
      US12OF.





US12OF’s
      investment in Crude Oil Interests may be subject to periods of illiquidity
      because of market conditions, regulatory considerations and other reasons.
      For
      example, most commodity exchanges limit the fluctuations in Futures
      Contracts prices during a single day by regulations referred to as “daily
      limits.” During a single day, no trades may be executed at prices beyond the
      daily limit. Once the price of a Futures Contract has increased or
      decreased by an amount equal to the daily limit, positions in the contracts
      can
      neither be taken nor liquidated unless the traders are willing to effect trades
      at or within the specified daily limit. Such market conditions could prevent
      US12OF from promptly liquidating its positions in Futures
      Contracts.  During the three month period ended March 31, 2008, US12OF
      was not forced to purchase or liquidate any of its positions while daily limits
      were in effect; however, US12OF cannot predict whether such an event may occur
      in the future.




24





To
      date,
      all of US12OF’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 US12OF. 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 US12OF. 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
      US12OF 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 US12OF are unsuccessful in raising sufficient funds to
      cover
      US12OF’s expenses or in locating any other source of funding, US12OF will
      terminate and investors may lose all or part of their investment.




**Market
      Risk**





Trading
      in Futures Contracts and Other Crude Oil Related Investments, such as
      forwards, involves US12OF entering into contractual commitments to purchase
      or sell oil at a specified date in the future. The gross or face amount of
      the contracts will significantly exceed US12OF’s future cash requirements
      since US12OF intends to close out its open positions prior to settlement. As
      a
      result, US12OF is generally only subject to the risk of loss
      arising from the change in value of the contracts. US12OF considers the “fair
      value” of its derivative instruments to be the unrealized gain or loss on the
      contracts. The market risk associated with US12OF’s commitments to purchase oil
      is limited to the gross face amount of the contracts held. However, should
      US12OF enter into a contractual commitment to sell oil, it would be required
      to
      make delivery of the oil at the contract price, repurchase the contract at
      prevailing prices or settle in cash. Since there are no limits on the future
      price of oil, the market risk to US12OF could be unlimited.




US12OF’s
      exposure to market risk depends on a number of factors, including the
      markets for oil, the volatility of interest rates and foreign exchange rates,
      the liquidity of the Futures Contracts and Other Crude Oil Related
      Investments markets and the relationships among the contracts held by US12OF.
      The limited experience that US12OF has had in utilizing its model to trade
      in Crude Oil Interests in a manner intended to track the changes in the spot
      price of crude oil, as well as drastic market occurrences, could ultimately
      lead
      to the loss of all or substantially all of an investor’s capital.




**Credit
      Risk**





When
      US12OF enters into Futures Contracts and Other Crude Oil Related
      Investments, it is exposed to the credit risk that the counterparty will not
      be
      able to meet its obligations. The counterparty for the Futures Contracts
      traded on the NYMEX and on most other 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 US12OF in such
      circumstances.




The
      General Partner attempts to manage the credit risk of US12OF by following
      various trading limitations and policies. In particular, US12OF 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 Crude Oil Related Investments it holds. The General Partner has
      implemented procedures that include, but are not limited to, executing and
      clearing trades only with creditworthy parties and/or requiring the posting
      of
      collateral or margin by such parties for the benefit of US12OF to limit its
      credit exposure. UBS Securities LLC, US12OF’s commodity broker, or any other
      broker that may be retained by US12OF in the future, when acting as US12OF’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 US12OF, all assets
      of
      US12OF relating to domestic Futures Contracts trading. These futures commission
      merchants are not allowed to commingle US12OF’s assets with its other assets. In
      addition, the CFTC requires commodity brokers to hold in a secure account the
      US12OF assets related to foreign Futures Contracts trading.




As
      of
      March 31, 2008, US12OF had deposits in domestic and foreign financial
      institutions, including cash investments in money market funds , in the
      amount of $10,413,869. This amount is subject to loss should these institutions
      cease operations.




25




**Off
      Balance Sheet Financing**





As
      of
      March 31, 2008, US12OF 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 US12OF. While US12OF’s exposure
      under these indemnification provisions cannot be estimated, they are not
      expected to have a material impact on US12OF’s financial position.





**Redemption
      Basket Obligation**





In
      order
      to meet its investment objective and pay its contractual obligations described
      below, US12OF requires liquidity to redeem units, which redemptions must be
      in blocks of 100,000 units called Redemption Baskets. US12OF 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**





US12OF’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 US12OF’s NAV, currently 0.60% of US12OF’s NAV for its
      average net assets.




The
      General Partner agreed to pay the start-up costs associated with the
      formation of US12OF, 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 US12OF and its units with the SEC, FINRA
      and the AMEX, respectively. However, the costs of registering and listing
      additional units of US12OF with the SEC are directly borne on an ongoing basis
      by US12OF, and not by the General Partner.





The
      General Partner pays the fees of US12OF’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 US12OF’s condensed financial statements and its SEC and CFTC reports. The
      General Partner and US12OF have also entered into a licensing
      agreement with the NYMEX pursuant to which US12OF 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 US12OF’s tax reporting
      forms; however, US12OF 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
      US12OF 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, US12OF 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 US12OF’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.  US12OF 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).




26





The
      parties cannot anticipate the amount of payments that will be required under
      these arrangements for future periods, as US12OF’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 US12OF’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, US12OF may purchase over-the-counter contracts. Unlike most of the
      exchange-traded oil Futures Contracts or exchange-traded options on such
      futures, each party to 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
      crude oil-based derivatives transactions contain fairly generic terms and
      conditions and are available from a wide range of participants. Other crude
      oil-based derivatives have highly customized terms and conditions and are not
      as
      widely available. Many of these over-the-counter contracts are cash-settled
      forwards for the future delivery of crude oil- or petroleum-based fuels that
      have terms similar to the Futures Contracts. Others take the form of “swaps” in
      which the two parties exchange cash flows based on pre-determined formulas
      tied
      to the spot price of crude oil, forward crude oil prices or crude oil
      futures prices. For example, US12OF may enter into over-the-counter derivative
      contracts whose value will be tied to changes in the difference between
      the spot price of light, sweet crude oil, the price of Futures
      Contracts traded on the NYMEX and the prices of other Futures Contracts
      that may be invested in by US12OF.




To
      protect itself from the credit risk that arises in connection with such
      contracts, US12OF 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. US12OF also may require that the counterparty be highly rated and/or
      provide collateral or other credit support to address US12OF’s exposure to the
      counterparty. In addition, it is also possible for US12OF 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, US12OF
      would no longer have credit risk of its original counterparty, as the
      clearinghouse would now be US12OF’s counterparty. US12OF would still retain any
      price risk associated with its transaction.





The
      creditworthiness of each potential counterparty is assessed by the General
      Partner. The General Partner assesses or reviews, as appropriate, the
      creditworthiness of each potential or existing counterparty to an
      over-the-counter contract pursuant to guidelines approved by the General
      Partner’s board of directors. Furthermore, the General Partner on behalf of
      US12OF 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.





US12OF
      anticipates that the use of Other Crude Oil-Related Investments together with
      its investments in Futures Contracts will produce price and total return results
      that closely track the investment goals of US12OF.




27


US12OF
      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 Contracts. US12OF 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 US12OF to changes in the
      price relationship between futures contracts which will expire sooner and those
      that will expire later. US12OF 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 US12OF, 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 oil prices. US12OF
      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.
      US12OF 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 US12OF or if it would lead to an overall lower cost of
      trading to achieve a given level of economic exposure to movements in oil
      prices.




During
      the three month period ended March 31, 2008, US12OF did not employ any hedging
      methods since all of its investments were made over an exchange. Therefore,
      US12OF was not exposed to counterparty risk.





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




**Disclosure
      Controls and Procedures**




US12OF
      maintains disclosure controls and procedures that are designed to ensure that
      material information required to be disclosed in US12OF’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
      US12OF if US12OF had any officers, have evaluated the effectiveness of US12OF’s
      disclosure controls and procedures and have concluded that the disclosure
      controls and procedures of US12OF 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 US12OF’s internal control over financial reporting during
      US12OF’s last fiscal quarter that have materially affected, or are reasonably
      likely to materially affect, US12OF’s internal control over financial
      reporting.





**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 US120F’s annual
                report on
                Form 10-K for the fiscal year ended December 31, 2007.**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
      US12OF 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 US12OF’s
      website at www.unitedstates12monthoilfund.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***
            Amendment
                to 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 US12OF's Annual Report on Form 10-K for the year
                ended
                December 31, 2007, filed on March 26,
                2008.


**
            Filed
                herewith


***
            Furnished
                herewith


28




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





By:
            /s/ Nicholas
              D. Gerber


Nicholas
      D. Gerber


Chief
      Executive Officer





Date:  May
      15, 2008




By:
            /s/ Howard
              Mah


Howard
      Mah


Chief
      Financial Officer





Date:  May
      15, 2008




29