Mail Stop 4561
May 17, 2007
Nicholas D. Gerber
United States Gasoline Fund, L.P.
1320 Harbor Bay Parkway, Suite 145
Alameda, CA 94502
Re: United States Gasoline Fund, L.P.
Registration Statement on Form S-1
Filed April 19, 2007
Registration No. 333-142206
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 that you are a registered commodity pool. Please
confirm
to us that you have filed this registration statement with the
National Futures Association for their review.
2. Please provide us with a complete copy of any sales material
which
includes all illustrations and other inserts in the form you, the
authorized purchasers or others expect to distribute to investors
in
accordance with Release No. 33-6900 and by analogy to Item 19D of
Guide 5. We may have further comment after we receive your
materials.
Prior Performance of the General Partner and Affiliates, page 32
3. Please update the prior performance information, including the
data regarding fund raising and performance, to the extent updated
information is available.
4. Please advise us what data, if any, is available to illustrate
how
closely USOF`s NAV per unit has tracked USOF`s trading price per
unit. Assuming such data is available, please disclose it or
advise
us why you believe it would not be material be to an investor.
WTI Light, Sweet Crude Oil, page 42
5. Please update the correlation chart to the extent updated
information is available.
Redemption Procedures, page 49
6. In light of the fact that authorized purchasers may redeem one
or
more baskets on any business day, clarify to us whether units
represent equity or liabilities. Please cite the guidance that
you
relied on in making this determination.
Financial Statements, page F-1
7. Please tell us why you are including unaudited financial
statements as of March 31, 2007 when you were not formed until
April
13, 2007.
Exhibits
8. Please file your tax and legal opinion with your next amendment
or
provide us with drafts of these opinions so that we have an
opportunity to review them.
* * *
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.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
? should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
? the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
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 Bill Demarest, Staff Accountant at 202-551-
3432
or Dan Gordon, Accounting Branch Chief, at 202-551-3486 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: James M. Cain, Esq. (via facsimile)
Sutherland, Asbill & Brennan LLP
Nicholas D. Gerber
United States Gasoline Fund, L.P.
May 17, 2007
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