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 September 30, 2007.
   ̈
              Transition
                  report pursuant to
                  Section 13 or 15(d) of the Securities Exchange Act of 1934 for the
                  transition period fromto.
  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)
  (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, or a non-accelerated filer. See definition of “accelerated
        filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
        one.)
  Large
        accelerated filer  ̈ Accelerated
        filer    ̈ Non-acceleratedfiler x   
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, LPTable
                  of
                  ContentsPart
                  I. FINANCIAL INFORMATION
              
              PageItem
                  1. Financial Statements
              
              1Item
                  2. Management's Discussion and Analysis of Financial
                  Conditionand
                  Results of Operations
              
              6Item
                  3. Quantitative and Qualitative Disclosures About
                  Market Risk
              
              13Item
                  4. Controls and Procedures
              
              14Part
                  II. OTHER INFORMATIONItem
                  1A. Risk Factors
              
              15Item
                  5. Other Information
              
              15Item
                6.Exhibit Index
              
              15







Part
                I.
            FINANCIAL
                INFORMATION




Item 1.
              Financial
                  Statements
 United
                              States 12 Month Oil Fund, LPStatement
                              of Financial
                              ConditionSeptember
                              30, 2007
                              (Unaudited)September
                              30,
                              2007AssetsCash
                          
                          $
                          1,000Partners'
                              CapitalGeneral
                              Partner
                          
                          $
                          20Limited
                              Partner
                          
                          
                          980Total
                              Partners'
                              Capital
                          
                          $
                          1,000See
                              accompanying notes
                              to statement of financial condition.
  1


United
          States
          12 Month Oil Fund, LP
 Notes
          to Statement of Financial
          Condition
 For
          the period ended September 30,
          2007 (Unaudited)
  The following
          Notes to the Statement of Financial Condition and numbers used therein
          reflect
          the condition of United States 12 Month Oil Fund, LP ("US12OF") as of December
          31, 2007.
  NOTE
            1 - ORGANIZATION AND
            BUSINESS
 
 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 limited
            partnership interests ("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 (the "Limited
            Partnership Agreement"). The investment objective of US12OF is for the
            changes
            in percentage terms of its units' net asset value to 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 on crude oil 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,
              other types
              of crude oil, heating oil, gasoline, natural gas and other petroleum-based
              fuels
              that are traded on the NYMEX, ICE Futures and 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”).
  US12OF
            commenced investment operations on December 6,
            2007 and has a fiscal year ending December 31. Victoria Bay Asset Management,
            LLC is the general partner of US12OF (the " General
            Partner") and is also 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 (the "CFTC") effective December 1, 2005. The General Partner
            is also
            the general partner of United States Oil Fund, LP ("USOF") and United
            States Natural Gas Fund, LP ("USNG") which listed their units on the
            AMEX under
            the ticker symbols "USO" on April 10, 2006 and "UNG" on April 18,
            2007, respectively.
  The
            accompanying unaudited 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 financial statements for the
            interim period.
  US12OF issues
            units to authorized purchasers by offering creation 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 can 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.
 
 At
            September 30, 2007, US12OF had not generated any revenues. Now that US12OF
            has
            commenced operations, the General Partner expects that US12OF will generate
            sufficient revenue to meet its operational expenses.
  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 to the initial
                authorized purchaser, Merrill
                Lynch Professional
                Clearing Corp., in exchange for $15,000,000 in cash. US12OF also
                commenced investment operations on that day by purchasing crude oil
                Futures
                Contracts traded on the NYMEX. The total market value of the crude
                oil Futures
                Contracts purchased was $14,990,260 at the time of purchase. US12OF
                established cash deposits equal to $15,000,000 at the time of the initial
                sale of the units. The majority of those cash assets were held at
                US12OF’s
                custodian bank while less than 20% of the cash balance was held as
                margin
                deposits with the Futures Commission Merchant (as defined in Note
                4) relating to
                the crude oil Futures Contracts purchased.
 
 As
                of
                December 31, 2007, US12OF had 400,000 outstanding units. At that time,
                US12OF owned 232 crude oil Futures Contracts, which had a market
                value as of the
                close of trading on that day of $21,641,160. US12OF maintained cash
                deposits at
                its custodian bank and margin with the Futures Commission Merchant
                in an
                aggregate amount of $20,173,383.
  NOTE
            2 - SUMMARY OF SIGNIFICANT
            ACCOUNTING POLICIES
 
 Revenue
            Recognition
 
 Commodity
            futures contracts, forward contracts, physical commodities and related
            options
            will be recorded on the trade date. All such transactions will be recorded
            on
            the identified cost basis and marked to market daily. Unrealized gains
            or losses
            on open contracts will be reflected in the 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 financial statements. Changes in the
            unrealized gains or losses between periods will be reflected in
            the statement of operations. US12OF will earn interest on assets
            denominated in U.S. dollars on deposit with the Futures Commission
            Merchant at the 90-day Treasury bill rate. In addition, US12OF will earn
            interest on funds held at the custodian bank at prevailing market
            rates earned on such investments.
 
 Brokerage
            Commissions
 
 Brokerage
            commissions on all open commodity futures contracts will be accrued on
            a
            full-turn basis.
  Income
              Taxes
 
 US12OF
              is
              not subject to federal income taxes; each partner reports his/her allocable
              share of income, gain, loss deductions or credits on his/her own income
              tax
              return.
  Additions
                and
                Redemptions
 
 Authorized
                purchasers may purchase Creation Baskets consisting of 100,000 units
                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 will be reflected in
                US12OF's statement of financial condition as receivable for units sold, and
                amounts payable to authorized purchasers upon redemption will be
                reflected as
                payable for units redeemed.
 2
 Partnership
            Capital and Allocation of
            Partnership Income and Losses
 
 Profit
            or
            loss shall be 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 Limited Partnership Agreement.
 
 Calculation
            of Net Asset
            Value
 
 US12OF calculates
            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 will use the closing price
            for
            the contracts on the relevant exchange on that day to determine the value
            of
            contracts held on such exchange.
 
 Offering
            Costs
 Offering
              costs incurred in connection with the registration of additional units
              after the
              initial registration of units will be 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 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 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 Limited Partnership 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 will
              be
              contractually obligated to pay the General Partner a fee, which will
              be paid
              monthly and based on average daily net assets, that is equal to 0.60%
              per annum
              on average net assets.
  Ongoing
                Registration Fees and Other
                Offering Expenses
 
 US12OF
                    will pay all costs and expenses associated with the
                    ongoing registration of units subsequent to the initial offering.
                    These costs and expenses will include registration or other fees
                    paid to
                    regulatory agencies in connection with the offer and sale of
                    units, and all
                    legal, accounting, printing and other expenses associated with such offer
                    and sale.
  For
                    the three months ended September 30, 2007, all of
                    US12OF's offering and organizational expenses were funded by
                    the General
                    Partner. US12OF does not have any obligation or intention to
                    reimburse such
                    payments. For the three months ended September 30, 2007 and the
                    six months ended
                    December 31, 2007, US12OF incurred offering and organizational
                    costs in the
                    amount of $246,677 and $350,639, respectively.
 Directors'
                  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 and
                  USNG based on the relative assets of each fund, computed on a daily
                  basis. These
                  fees for calendar year 2007 amounted to a total of $286,000 for all of the
                  funds.
  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.
  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 to be paid by the
                  General Partner as outlined in Note 4.
 3
 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 fees
            of the
            Marketing Agent, which will be borne by the General Partner, will be
            equal to
            0.06% on US12OF's assets up to $3 billion; and 0.04% on assets in excess
            of $3
            billion.
 
 The
            above
            fees do not include the following expenses, which will also be 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 shall be 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 will be determined by the parties from time to
            time.
 
 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 and
            USNG's combined net assets, (b) 0.0465% for US12OF's, USOF's and USNG's
            combined
            net assets greater than $500 million but less than $1 billion, and (c)
            0.035%
            for US12OF's, USOF's, and USNG's combined net assets in excess of $1
            billion.
            The General Partner will also pay a $25,000 annual fee for transfer agency
            services and transaction fees ranging from $7.00 to $15.00 per
            transaction.
 
 US12OF
            will invest primarily in Futures Contracts traded on the
            NYMEX.
 
 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.
 
 US12OF
            has entered into a brokerage agreement with UBS Securities LLC (the "Futures
            Commission Merchant") pursuant to which the Futures Commission Merchant
            will
            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 the Futures Commission Merchant for
            US12OF's
            account. The agreement provides that the Futures Commission Merchant
            charge
            US12OF commissions of approximately $7per round-turn trade, plus applicable exchange and NFA fees
            for Futures Contracts and options on Futures Contracts.
 
 NOTE
            5 - FINANCIAL INSTRUMENTS,
            OFF-BALANCE SHEET RISKS AND CONTINGENCIES
 
 US12OF engages
            in the speculative trading of Futures Contracts and options on 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 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 clearing corporation. In
            addition, US12OF bears the risk of financial failure by the clearing
            broker.
 4
 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 amount of cash and other
            property
            deposited.
  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.
  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 bear 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 requiring review of the credit standing of each broker or
            counterparty with which it conducts business.
 
 The
            financial instruments held by US12OF will be reported in its 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.
 
 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
            - SUBSEQUENT
            EVENTS
 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.
 
 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.
  Licensing
              Fees
  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 will
              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.
              Since inception, US12OF has incurred $540 under this
              arrangement.
 5


Item 2.
            Management's
                Discussion and
                Analysis of Financial Condition and Results of
                Operations The
              following discussion should be read in conjunction with the consolidated
              financial statements and the notes thereto of 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 limited
                  partnership interests 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 may include contracts that are of the
                  standard industry size as measured in physical amounts of 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. 
 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. The primary focus of Victoria Bay Asset Management,
                    LLC (the
                    "General Partner") with respect to US12OF is the investment in Futures
                    Contracts and the management of investments in short-term obligations of
                    the United States of two years or less (“Treasuries”), cash and/or cash
                    equivalents for margining purposes and as collateral.
 
 The
                    investment objective of US12OF is to have the changes in percentage
                    terms of its
                    units’ net asset value ("NAV") reflect the changes in percentage terms
                    of the
                    price of light, sweet crude oil delivered to Cushing, Oklahoma,
                    as measured by
                    the changes in the average of the prices of 12 Futures Contracts
                    on crude oil
                    traded on the NYMEX (the “Benchmark Futures Contracts”), 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, which is registered as a commodity pool operator with the
                    Commodity Futures Trading Commission (the "CFTC"), is authorized
                    by
                    the Amended and Restated Agreement of Limited Partnership (the "LP
                    Agreement") to manage US12OF. The General Partner is authorized
                    by US12OF in its
                    sole judgment to employ, establish the terms of employment for
                    and terminate
                    commodity trading advisors or futures commission merchants.
  The
                    Notes to the Statement of Financial Condition and
                    the numbers provided in this quarterly report on Form 10-Q are
                    as of December
                    31, 2007.
  In
                      December of 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 NAV
                      by setting a price per unit at $50.00 and issued 300,000 units
                      to the initial
                      authorized purchaser, Merrill Lynch Professional Clearing Corp.,
                      in exchange for
                      $15,000,000 in cash.  The
                      initial offering price
                      of the initial Creation Basket was set at $50.00. As od December 31,
                      2007, US12OF has registered a total of 11,000,000
                      units.  US12OF also commenced investment operations on December 6,
                      2007 by purchasing Benchmark Futures Contracts.
 6
 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
                  that exchange 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. During
                  the three month period ended September 30, 2007, US12OF had not yet commenced investment activities
                  nor
                  issued units. In addition, US12OF did not purchase or own any Futures
                  Contracts
                  or Other Crude Oil Related Investments during this reporting period,
                  nor were
                  there any receipts or disbursements of cash from US12OF during
                  this reporting
                  period. Also, US12OF did not receive any revenue or capital gains
                  (losses), or
                  incur any expenses during this reporting period.
  Expenses
                  incurred during the third quarter of 2007 in
                  connection with organizing US12OF and the initial offering costs
                  of the units
                  were borne by the General Partner, and are not subject to reimbursement
                  by
                  US12OF.
  Portfolio
                  Expenses .
                  US12OF’s expenses consist of management fees, brokerage fees and
                  commissions, certain offering costs, licensing fees and the fees
                  and expenses of
                  the independent directors of the General Partner. US12OF pays the
                  General Partner a management fee of 0.60% of the NAV on all of
                  its
                  assets.
  US12OF pays
                    for all brokerage fees, taxes and other expenses, including 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 subsequent offers
                    and sales of its
                    units and all legal, accounting, printing and other expenses
                    associated
                    therewith. 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 its affiliates, the United
                    States Oil Fund, LP ("USOF") and the United States Natural Gas
                    Fund, LP
                    ("USNG"), based on the relative assets of each fund, computed
                    on a daily basis.
                    These fees for calendar year 2007 amounted to a total of $286,000
                    for all three
                    funds. Investors in US12OF who wish to receive additional information
                    concerning the United States Oil Fund, LP, may do so by calling
                    1-800-920-0259,
                    or going on-line to www.unitedstatesoilfund.com. Investors who wish to
                    receive additional information concerning the United States Natural
                    Gas Fund,
                    LP, may do so by calling 1-800-920-0259, or going on-line to
                    www.unitedstatesnaturalgasfund.com.
  US12OF
                  will also incur commissions to brokers for the purchase and sale
                  of Futures
                  Contracts, Other Crude Oil Related Investments or Treasuries.
 Interest
                    Income . Unlike
                    some alternative investment funds, US12OF does not borrow money
                    in order to
                    obtain leverage, so US12OF does not incur any interest
                    expense.  Rather, US12OF’s margin deposits are maintained in
                    Treasuries and interest is earned on 100% of US12OF’s available assets, which
                    include unrealized profits credited to US12OF’s accounts
  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 its
                      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.
  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.
  There
                          are
                          currently three factors that are most likely to have an impact
                          on US12OF’s ability to accurately track the changes to the average
                          of the
                          prices of 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.
                          Management will
                          attempt 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 and Treasury holdings. US12OF is not
                            required to distribute any portion of its income to its
                            unitholders. Interest
                            payments, and any other income, are 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 realizes 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.
  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.
 7
 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.
  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 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 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 past 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 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).
 8
 An
                    alternative way to view the same data is to subtract the average
                    dollar price of
                    the front 12 month contracts from the dollar price of the front month
                    contract. If the resulting number is a positive number, than
                    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, than 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 the front month
                    price from the
                    average price of the front 12 month contracts for the 10 year
                    period between
                    1998 and 2007.
  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.
 
  As
                      seen
                      in the chart, there have been periods of both positive and
                      negative annual total
                      returns for both hypothetical 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.
 9
 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 backwardation and contango do not meaningfully impact US12OF’s investment
                    objective of having percentage changes in its per unit NAV track
                    percentage
                    changes in the average of the prices 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
                      third quarter of 2007, 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. 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.
  During
                  the year ended December 31, 2007, 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.
                  On the supply side, production remained steady despite concerns
                  about violence impacting production in Iraq and Nigeria. At the same
                  time, a concern remains about the ability of major oil producing countries
                  to continue to raise their production to accommodate increasing
                  demand.
                  Additionally, a concern about the strength of the U.S. economy,
                  and the risk of
                  recession which might lead to the U.S. decreasing its oil consumption
                  in 2008,
                  began to be a factor in the crude oil markets very late in
                  2007.
  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. To the extent US12OF makes such investments,
                  the values used
                  by US12OF for its forward contracts will be provided by its commodity
                  broker who
                  values over-the-counter contracts 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 oil futures contracts or the purchase of additional
                  crude oil
                  futures contracts and posting collateral for its over-the-counter
                  contracts and
                  payment of its expenses, summarized below under “Contractual
                  Obligations.”
 
 US12OF generates
                  cash primarily from (i) the sale of Creation Baskets and (ii) interest
                  earned on
                  cash, cash equivalents and its investments in Treasuries. US12OF allocates
                  substantially all of its net assets to trading in Crude Oil Interests.
                  A
                  significant portion of its NAV is held in cash, cash equivalents
                  and its
                  investments in Treasuries that is used as margin for US12OF's trading in
                  Crude Oil Interests. The percentage that Treasuries bears to the total
                  net assets varies 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.
 10
 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 an Futures Contract has increased or
                  decreased by an amount equal to the daily limit, positions in the
                  contracts can
                  neither be taken or 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.
  To
                  date,
                  all of US12OF's expenses, including its organization and offering
                  expenses
                  relating 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, brokerage fees and licensing fees are paid
                  directly by US12OF. 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 contacts 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 in utilizing its model to trade in
                  Crude Oil Interests in a manner intended to track 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 f utures
                  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
                  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.
  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. A futures commission merchant is 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.
 
 Off
                  Balance Sheet
                  Financing
 
 As
                  of
                  December 31, 2007, 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.
 11
 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
                  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 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 its contracts with service providers and its
                    registration with
                    the SEC and other regulatory filings in connection with the initial
                    public
                    offering of its units, and the registration fees paid to the
                    SEC, FINRA and the
                    AMEX in connection with such offering. The General Partner agreed to pay
                    the fees of the custodian and transfer agent, BBH&Co., as well as
                    BBH&Co.’s fees for performing administrative services, including in
                    connection with US12OF’s preparation of its financial statements and its SEC and
                    CFTC reports.
 
 In
                    addition to the General Partner’s management fee, US12OF pays its brokerage fees
                    (including fees to the 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 the units,
                    tax accounting and reporting fees, as well as the legal, printing,
                    accounting,
                    and other expenses associated therewith, and extraordinary expenses.
                    In
                    addition, other expenses not in the ordinary course of US12OF's
                    business include
                    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 the futures commission merchant are on a contract-by-contract,
                    or round turn,
                    basis.  In addition, US12OF pays a portion of the fees and expenses of
                    the independent directors of the General Partner.  See Note 3 to the
                    Notes to Statement of Financial Condition.
 
 The
                    parties cannot anticipate the amount of payments that will be
                    required under
                    these arrangements for future periods as US12OF’s NAV 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 listed in the agreements.
 12
 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 over-the-counter contracts bears the credit
                    risk that the
                    other party may not be able to perform its obligations under
                    its
                    contract.
  Some
                    oil-based derivatives transactions contain fairly generic terms
                    and conditions
                    and are available from a wide range of participants. Other 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 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
                    the 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 clearing
                    house would now be US12OF's counterparty. US12OF would still
                    retain any price
                    risk associated with its transaction.
  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 Contract. 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 the
                    General Partner felt if 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 months ended September 30, 2007 and the six months
                      ended December 31,
                      2007, 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.
 13
 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 (the
                "Exchange Act"), 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 on Form
                10-Q.
 
 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.
 14
 Part
                              II.
                          OTHER
                              INFORMATION
  Item 1A.
                            Risk
                                Factors  There
                        has
                        not been a material change from the risk factors previously
                        disclosed in
                        US12OF's Registration Statement on Form S-1, which was declared
                        effective by the
                        SEC on December 4, 2007.
 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
                                Document31.1*
                            
                            Certification
                                by Principal Executive Officer Pursuant to
                                Section 302 of the Sarbanes-Oxley Act of 2002.31.2*
                            
                            Certification
                                by Principal Financial Officer Pursuant to
                                Section 302 of the Sarbanes-Oxley Act of 2002.32.1**
                            
                            Certification
                                by Principal Executive Officer Pursuant to
                                18 U.S.C. Section 1350, As Adopted Pursuant to Section
                                906 of the
                                Sarbanes-Oxley Act of 2002.32.2**
                            
                            Certification
                                by Principal Financial Officer Pursuant to
                                18 U.S.C. Section 1350, As Adopted Pursuant to Section
                                906 of the
                                Sarbanes-Oxley Act of 2002.
  *  
                      Filed herewith
 **
                      Furnished herewith
  SIGNATURES
  Pursuant
                      to the requirements of the Securities Exchange Act of 1934,
                      the registrant has
                      duly caused this report to be signed on its behalf by the undersigned
                      thereunto
                      duly authorized.
  United
                                States 12 Month Oil Fund, LP (Registrant)
                              By:
                                Victoria Bay Asset Management, LLC, its general partnerBy:
                                /s/  Nicholas D.
                                GerberNicholas
                                D.
                                GerberChief
                                Executive
                                OfficerDateDate:  March
                                5, 2008By:
                                /s/  Howard
                                MahHoward
                                MahChief
                                Financial
                                OfficerDateDate: 
                                March 5, 2008
 15