Mail Stop 4561
January 4, 2006
Nicholas D. Gerber
United States Natural Gas Fund, L.P.
1320 Harbor Bay Parkway, Suite 145
Alameda, CA 94502
Re: United States Natural Gas Fund, L.P.
Amendment No. 1 to Registration Statement on Form S-1
Filed December 22, 2006
Registration No. 333-137871
Dear Mr. Gerber:
We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may or may not raise additional
comments.
Please understand that the purpose of our review process is to
assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing. We look
forward to working with you in these respects. We welcome any
questions you may have about our comments or on any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
General
1. We note your response to comment 2. Based on your disclosure
that
the initial purchaser intends to publicly distribute the units, it
is
not clear why you believe that the initial purchaser may not be an
underwriter. Please provide an analysis, or revise the disclosure
to
clarify that the initial purchaser will be acting as an
underwriter.
2. We note your response to comment 3. Please confirm that any
future sales material will be provided to us prior to use, and
that
you will check with us before using any sales literature that you
have submitted. Refer to Item 19.D of Industry Guide 5.
3. We note your response to comment 13 and your additional
disclosure
on page 23. Please revise the disclosure on page 7 and page 62 to
include your estimated quantification of license fees.
4. Please revise your summary to delete definitions that are clear
from their context. In this connection we note your multiple
definitions in the forepart of the summary.
5. We note that you have provided a short form tax opinion. In
light
of this, please revise the disclosure on page 68 to clarify that
the
"certain representations made by USNG and the General Partner"
upon
which you relied in rendering your opinion were "factual"
representations.
6. We note your statement in all capitals on page 68 that "Each
prospective investor is advised to consult its own tax advisor as
to
the U.S. Federal Income Tax consequences of an investment in
USNG..."
It is inappropriate to ask stockholders to consult with tax
advisors
with respect to the tax risks of the investment as opposed to with
respect to the personal tax consequences to stockholders which may
vary for stockholders in different tax situations. Please revise.
United States Natural Gas Fund, LP
Financial Statements
Note 1 - Organization and Business, page F-4
7. We have read your response to prior comment 16 and note that
the
General Partner has, to date, funded USNG`s organization and
offering
expenses with no reimbursement obligation. As previously
requested,
please revise your disclosure to clarify whether organization and
offering expenses will continue to be funded by your General
Partner
and quantify all organization and offering expenses incurred to
date.
In addition, considering that the substance of such transaction
appears to be the payment of an expense of the Registrant through
contributions by the principal shareholder, it is unclear how you
considered SAB Topic 5T in determining that such costs should not
be
recorded in USNG`s financial statements. Please advise us in
sufficient detail.
Victoria Bay Asset Management, LLC
Financial Statements
8. Please revise the statements of operations and cash flows to
present financial information for the most recent fiscal quarter
and
for the corresponding period of the preceding fiscal year.
Note 3 - Capitalization, page F-16
9. We have read your response to prior comment 18 and note that
there
is no commitment on the part of Wainwright, Ameristock Corporation
or
any other affiliate to continue to pay the expenses of USNG and
the
General Partner. However, you have not explained what is meant by
"understanding to provide funding" as requested in the prior
comment.
If true, please confirm to us that there is no intent or
reasonable
possibility that Wainwright, Ameristock Corporation or any other
affiliate will fund cash flow deficits or furnish other direct or
indirect financial assistance to USNG or the General Partner.
Alternatively, revise to provide financial statements of the
affiliate.
* * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Rachel Zablow, Staff Accountant at 202-551-
3428
or Steve Jacobs, Accounting Branch Chief, at 202-551-3403 if you
have
questions regarding comments on the financial statements and
related
matters. Please contact Michael McTiernan at 202-551-3852 or me
at
202-551-3495 with any other questions.
Sincerely,
Elaine Wolff
Branch Chief
cc: W. Thomas Conner, Esq. (via facsimile)
James M. Cain, Esq.
Sutherland, Asbill & Brennan LLP
Nicholas D. Gerber
United States Natural Gas Fund, L.P.
January 4, 2007
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