UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of
Report (Date of earliest event reported) September
19, 2006
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UNITED
STATES OIL FUND, LP
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(Exact
name of registrant as specified in its charter)
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Delaware
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001-32824
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20-2830691
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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1320
Harbor Bay Parkway, Suite 145
Alameda,
California 94502
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(Address
of principal executive offices)
(Zip
Code)
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Registrant's
telephone number, including area code
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(510)
522-3336
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Not
Applicable
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(Former
name or former address, if changed since last report)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
Written communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425) 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) 
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) 
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4c)) 
Item
4.01 Other Events.
(a)
On
September 19, 2006, the general partner of United States Oil Fund, LP (the
“Registrant”) dismissed Eisner LLP (“Eisner”) as the Registrant’s independent
registered public accounting firm. The decision to dismiss Eisner was approved
by the Audit Committee of the Board of Directors of the general partner of
the
Registrant.
The
Registrant was organized on May 12, 2005 and commenced operations on April
10,
2006. As a result, 2005 was the only fiscal period for which an independent
accountant’s report has been provided on audited financial statements of the
Registrant. Eisner’s audit report on the Registrant’s financial condition as of
December 31, 2005 did not contain an adverse opinion or a disclaimer of opinion,
nor was it qualified or modified as to uncertainty, audit scope, or accounting
principles.
During
the period from May 12, 2005 to the date of this report, there
have
been no disagreements with Eisner on any matter of accounting principals or
practices, financial statement disclosure, or auditing scope or procedure,
which
disagreements, if not resolved to the satisfaction of Eisner, would have caused
it to make reference to the subject matter of the disagreements in connection
with its report on the registrant’s financial statement. Furthermore,
there were no “reportable events” as described in Item 304(a)(1)(v) of
Regulation S-K. Eisner has been provided with a copy of the above disclosure
and
has
furnished a letter addressed to the U.S.
Securities and Exchange Commission stating
whether it agrees with such disclosure and if not, stating the reasons it
disagrees. A copy of such letter from Eisner dated September 19, 2006 is
attached as Exhibit 16.1 to this report.
(b)
On
September 19, 2006, the general partner of the Registrant engaged Spicer
Jeffries LLP (“Spicer Jeffries”) as the Registrant’s new independent registered
public accounting firm to audit the Registrant’s financial statements. The
decision to engage Spicer Jeffries was approved by the Audit Committee of the
Board of Directors of the general partner of the Registrant.
During
the period from May 12, 2005 to the date of this report, the Registrant has
not
consulted with Spicer Jeffries regarding either (i) the application of
accounting principles to a specified transaction of the Registrant, either
completed or proposed, or the type of audit opinion that might be rendered
on
the Registrant’s financial statements, or (ii) any matter that was either the
subject of a disagreement, as defined in Item
304(a)(1)(iv) of Regulation S-K,
or a
reportable event, as
described in Item 304(a)(1)(v) of Regulation S-K.
(d)
Exhibits.
Exhibit
16.1 Letter from Eisner LLP dated September 19, 2006 addressed to the U.S.
Securities and Exchange Commission.
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 hereunto duly authorized.
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UNITED
STATES OIL FUND, LP
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Date:
September 21, 2006
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By:
Victoria Bay Asset Management, LLC, its general partner
By:
/s/Nicholas D. Gerber
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Name: Nicholas
D. Gerber
Title: Chief
Executive Officer
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Exhibit
16.1
September
19, 2006
Securities
and Exchange Commission
Mail
Stop
11-3
450
5th
Street,
N.W.
Washington,
D.C. 20549
Dear
Sirs/Madams:
We
have
read Item 4.01 of United States Oil Fund, LP Form 8-K dated
September
19, 2006, and have the following comments:
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We
agree with the statements made in Items 4.01 (a) second and
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third
paragraphs,
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We
have no basis on which to agree or disagree with the statements
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made
in
section 4.01 (a) first paragraph and 4.01 (b).
Yours
truly,
Eisner
LLP