Unassociated Document
UNITED
STATES OIL FUND, LP
April
27,
2007
Mr.
Michael McTiernan
Special
Counsel
Mail
Stop
4561
Division
of Corporation Finance
Securities
and Exchange Commission
100
F
Street, NE
Washington,
DC 20549
| |
Re:
|
United
States Oil Fund, LP (“USOF”)
Request
for Withdrawal of Post-Effective Amendment No. 1 to
Registration
No.
333-140117
|
Dear
Mr.
McTiernan:
The
undersigned Registrant hereby makes application, pursuant to paragraph (a)
of
Rule 477 under the Securities Act of 1933, as amended, to withdraw
Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 (SEC
File No. 333-140117), originally filed with the Securities and Exchange
Commission (the “Commission”)
on
April 10, 2007.
Post-Effective
Amendment No. 1 was filed solely for the purpose of converting the existing
registration statement to Form S-3 to allow USOF to incorporate by reference
its
periodic and current reports under the Securities Exchange Act of 1934. Pursuant
to correspondence from the staff, we were informed that USOF will not become
S-3
eligible until twelve calendar months following its initial public offering,
or
May 1, 2007. Therefore, following the withdrawal of the April 10, 2007
Post-Effective Amendment, we will file a replacement Post-Effective Amendment
No. 1 to the Registration Statement dated May 1, 2007.
No
securities were sold in connection with the Post-Effective Amendment filed
on
April 10, 2007.
If
you
have any questions regarding this application, please contact James M. Cain,
Esq. of Sutherland Asbill & Brennan LLP at
(202)
383-0180.
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Sincerely,
/s/
Nicholas D. Gerber
Nicholas
D. Gerber
Chief
Executive Officer of Victoria Bay Asset Management, LLC
General
Partner of USOF
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