Mail Stop 4561
January 18, 2008
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.
Amendment No. 2 to
Registration Statement on Form S-1
Filed January 11, 2008
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.
Redemption Procedures, page 49
1. We have reviewed your response to prior comment 6. Since
authorized purchasers may redeem one or more baskets on any
business
day (i.e. on demand), it seems that units meet the definition of
liabilities under paragraphs 35 and following of CON 6 regardless
of
whether a redemption request has been made. Please clarify to us
how
you determined that it is appropriate to account for units as
equity
prior to receiving a redemption request. Please cite the specific
guidance that you relied on in making this determination.
* * *
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 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 me at 202-551-3852 with any other
questions.
Sincerely,
Michael McTiernan
Special Counsel
cc: James M. Cain, Esq. (via facsimile)
Sutherland, Asbill & Brennan LLP
Nicholas D. Gerber
United States Gasoline Fund, L.P.
January 18, 2008
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