United States Natural Gas Fund, LP (Form: 10-Q, Received: 06/01/2007 16:47:47)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2007.

¨	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to .

Commission file number: 001-32824

United States Natural Gas Fund, LP

(Exact name of registrant as specified in its charter)


Delaware		20-5576760
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1320 Harbor Bay Parkway, Suite 145

Alameda, California 94502

(Address of principal executive offices)

(510) 522-3336

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one.)

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):

¨ Yes x No

Part I.

FINANCIAL INFORMATION

Item 1.

Financial Statements

*United States Natural Gas Fund, LP*
*Statements of Financial Condition*
*March 31, 2007 (Unaudited) and December 31, 2006*


	March 31, 2007		December 31, 2006
Assets
Cash	$	1,000	$	1,000

Partners' Capital
General Partner	$	20	$	20
Limited Partner		980		980
Total Partners' Capital	$	1,000	$	1,000


See accompanying notes to financial statements.

United States Natural Gas Fund, LP

Notes to Financial Statements

March 31, 2007 (Unaudited)

NOTE 1 - ORGANIZATION AND BUSINESS

United States Natural Gas Fund, LP (“USNG” or the “Fund”), was organized as a limited partnership under the laws of the state of Delaware on September 11, 2006. The Fund is a commodity pool that will issue units that may be purchased and sold on the American Stock Exchange (the "AMEX"). The Fund will continue in perpetuity, unless terminated sooner upon the occurrence of one or more events as described in its Amended and Restated Agreement of Limited Partnership (the “Limited Partnership Agreement”). The investment objective of the Fund is for the changes in percentage terms of its net asset value to reflect the changes in percentage terms of the price of natural gas delivered at the Henry Hub, Louisiana as measured by the changes in the price of the futures contract on natural gas (the “Benchmark Futures Contract”) traded on the New York Mercantile Exchange (the "NYMEX") that is the near month contract to expire, except when the near month contract is within two weeks of expiration, in which case it will be measured by the futures contract that is the next month contract to expire, less the Fund’s expenses. The Fund will accomplish its objectives through investments in futures contracts for natural gas traded on the NYMEX or other regulated commodity exchanges. The Fund may also invest in crude oil, heating oil, gasoline and other petroleum-based fuels that are traded on the NYMEX, ICE Futures or other U.S. and foreign exchanges (collectively, “Futures Contracts”) and other natural gas interests such as cash-settled options on Futures Contracts, forward contracts for natural gas, and over-the-counter transactions that are based on the price of natural gas, oil and other petroleum-based fuels, Futures Contracts and indices based on the foregoing (collectively, “Other Natural Gas-Related Interests”), if in the opinion of the General Partner such investments will allow the Fund to achieve its investment objective.

Victoria Bay Asset Management, LLC is the general partner of the Fund (the “General Partner”) and is also responsible for the management of the Fund. The General Partner is a member of the National Futures Association (the “NFA”) and became a commodity pool operator effective December 1, 2005. Victoria Bay Asset Management, LLC is also the general partner of United States Oil Fund, LP (“USOF”) which listed its units on the AMEX under the ticker symbol “USO” on April 10, 2006. The Fund has a fiscal year ending on December 31.

The accompanying unaudited financial statements have been prepared in accordance with Rule 10-01 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (the "SEC") and, therefore, do not include all information and footnote disclosure required under accounting principles generally accepted in the United States of America. The financial information included herein is unaudited, however, such information reflects all adjustments which are, in the opinion of management, necessary for the fair presentation of the financial statements for the interim period.

The Fund will issue limited partnership interests (“Units”) to authorized purchasers by offering creation baskets consisting of 100,000 Units (“Creation Baskets”) through a marketing agent. The purchase price for a Creation Basket is based upon the net asset value of a Fund Unit. In addition, authorized purchasers will pay the Fund a $1,000 fee for each order to create one or more Creation Baskets. Subsequent to the sale of the initial Creation Basket, Units can be purchased or sold on a nationally recognized securities exchange in smaller increments. Units purchased or sold on a nationally recognized securities exchange will not be made at the net asset value of the Fund but rather at market prices quoted on such exchange.

At March 31, 2007, the Fund has not generated any revenues. Once the Fund commences operations, the General Partner expects the Fund to generate sufficient revenue to meet its operational expenses.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

Commodity futures contracts, forward contracts, physical commodities and related options will be recorded on the trade date. All such transactions will be recorded on the identified cost basis and marked to market daily. Unrealized gains or losses on open contracts will be reflected in the statement of financial condition and in the difference between the original contract amount and the market value (as determined by exchange settlement prices for futures contracts and related options and cash dealer prices at a predetermined time for forward contracts, physical commodities and their related options) as of the last business day of the year or as of the last date of the financial statements. Changes in the unrealized gains or losses between periods will be reflected in the statement of operations. The Fund will earn interest on assets denominated in U.S. dollars on deposit with the futures commission merchant ("FCM") at the 90-day Treasury bill rate less fifty basis points.

Brokerage Commissions

Brokerage commissions on all open commodity futures contracts will be accrued on a full-turn basis.

Income Taxes

The Fund is not subject to federal income taxes; each partner reports his/her allocable share of income, gain, loss deductions or credits on his/her own income tax return.

Redemptions

Authorized purchasers may redeem Units from the Fund only in blocks of 100,000 Units called “Redemption Baskets”. The amount of the redemption proceeds for a Redemption Basket will be equal to the net asset value of the Fund Units in the Redemption Basket.

Partnership Capital and Allocation of Partnership Income and Losses

Profit or loss shall be allocated among the partners of the Fund in proportion to the number of Units each partner holds as of the close of each month. The General Partner may revise, alter or otherwise modify this method of allocation as described in the Limited Partnership Agreement.

Calculation of Net Asset Value

The Fund will calculate its net asset value on each trading day by taking the current market value of its total assets, subtracting any liabilities and dividing the amount by the total number of Units issued and outstanding. The Fund will use the NYMEX closing price on that day to determine the value of contracts held on the NYMEX.

Offering Costs

Offering costs incurred in connection with the registration of additional Units after the initial registration of Units will be borne by the Fund. These costs include registration fees paid to regulatory agencies and all legal, accounting, printing and other expenses associated therewith. These costs will be accounted for as a deferred charge and thereafter amortized to expense over twelve months on a straight line basis or a shorter period if warranted.

Cash Equivalents

The Fund’s cash and cash equivalents will include money market portfolios and overnight time deposits with original maturity dates of three months or less.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Fund’s management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.

NOTE 3 - FEES PAID BY THE FUND AND RELATED PARTY TRANSACTIONS

General Partner Management Fee

Under the Limited Partnership Agreement, the General Partner will be responsible for investing the assets of the Fund in accordance with the objectives and policies of the Fund. In addition, the General Partner will arrange for one or more third parties to provide administrative, custody, accounting, transfer agency and other necessary services to the Fund. For these services, the Fund will be contractually obligated to pay to the General Partner a fee, which will be paid monthly, based on average daily net assets, that is equal to 0.60% per annum on average net assets of $1,000,000,000 or less and 0.50% per annum on average daily net assets that are greater than $1,000,000,000.

For the three month period ended March 31, 2007, all of the Fund’s offering and organizational expenses were funded by the General Partner. The Fund does not have any obligation or intention to reimburse such payments. The Fund incurred offering and organizational costs in the amount of $593,281.

Ongoing Registration Fees

The Fund will pay all costs and expenses associated with the ongoing registration of Units subsequent to the initial offering. These costs and expenses will include but are not limited to registration fees paid to the SEC, the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of Units, and all legal, accounting, printing, and other expenses associated herewith.

Directors’ Fees

The Fund will be responsible for paying the fees and expenses of the independent directors who are also audit committee members. These fees for calendar year 2007 are estimated to be $92,000.

Licensing Fees

As discussed in Note 4, the Fund anticipates finalizing the licensing agreement with the NYMEX. Pursuant to the agreement, the Fund and the affiliated funds managed by the General Partner will pay a licensing fee that is equal to 0.04% for the first $1,000,000,000 of combined assets of the funds and 0.02% for combined assets above $1,000,000,000.

Other Expenses and Fees

In addition to the above, the Fund will pay all brokerage fees, taxes and other expenses in connection with the operation of the Fund, excluding costs and expenses to be paid by the General Partner as outlined in Note 4.

NOTE 4 - CONTRACTS AND AGREEMENTS

The Fund is party to a marketing agent agreement, dated as of April 17, 2007, with ALPS Distributors Inc. (“ALPS”), a Colorado corporation, whereby ALPS will provide certain marketing services for the Fund as outlined in the agreement. The fees of the marketing agent, which will be borne by the General Partner, are 0.06% on Fund assets up to $3 billion and 0.04% on Fund assets in excess of $3 billion.

The above fees do not include the following expenses, which will be borne by the General Partner: the cost of placing advertisements in various periodicals; web construction and development; and the printing and production of various marketing materials.

The Fund is also party to a custodian agreement with Brown Brothers Harriman & Co. (“Brown Brothers”), whereby Brown Brothers will hold investments on behalf of the Fund. The General Partner will pay the fees of the custodian, which shall be agreed upon from time to time between the parties. In addition, the Fund is party to an administrative agency agreement, dated March 5, 2007, also with Brown Brothers, whereby Brown Brothers will act as the administrative agent, transfer agent and registrar for the Fund. The General Partner will also pay the fees of Brown Brothers for its services under this agreement and such fees will be determined by the parties from time to time.

Currently, the General Partner will pay Brown Brothers for its services in the foregoing capacity the greater of a minimum amount of $125,000 annually or an asset charge of (a) 0.06% for the first $500 million of USOF and USNG’s combined net assets, (b) 0.0465% for USOF and USNG’s combined net assets greater than $500 million but less than $1 billion, and (c) 0.035% for USOF and USNG’s combined net assets in excess of $1 billion. The General Partner will also pay a $25,000 annual fee for transfer agency services and transaction fees ranging from $7.00 to $15.00 per transaction.

The Fund will invest primarily in Futures Contracts traded on the NYMEX. The Fund and the NYMEX are discussing entering into and are in the process of finalizing a licensing agreement whereby the Fund will be granted a non-exclusive license to use certain of the NYMEX’s settlement prices and service marks. Under the proposed licensing agreement, the Fund and the affiliated funds managed by the General Partner will pay the NYMEX an asset-based fee for the license.

The Fund expressly disclaims any association with the NYMEX or endorsement of the Fund by the NYMEX and acknowledges that “NYMEX” and “New York Mercantile Exchange” are registered trademarks of the NYMEX.

The Fund has entered into a brokerage agreement with UBS Securities LLC, the futures commission merchant (the “Futures Commission Merchant”). The agreement requires the Futures Commission Merchant to provide services to the Fund in connection with the purchase and sale of Futures Contracts and Other Natural Gas-Related Interests that may be purchased and sold by or through the Futures Commission Merchant for the Fund’s account. The agreement provides that the Futures Commission Merchant will charge the Fund commissions of approximately $8 per round-turn trade plus applicable exchange and NFA fees for futures contracts and options on futures contracts.

NOTE 5 - FINANCIAL INSTRUMENTS, OFF-BALANCE SHEET RISKS AND CONTINGENCIES

The Fund will engage in the speculative trading of futures contracts and options on futures contracts (collectively “derivatives”). The Fund will be exposed to both market risk, which is the risk arising from changes in the market value of the contracts, and credit risk, which is the risk of failure by another party to perform according to the terms of a contract.

All of the contracts traded by the Fund will be exchange-traded. The risks associated with exchange-traded contracts are generally perceived to be less than those associated with over-the-counter transactions since, in over-the-counter transactions, the Fund must rely solely on the credit of its respective individual counterparties. However, in the future, if the Fund were to enter into non-exchange traded contracts, it would be subject to the credit risk associated with counterparty non-performance. The credit risk from counterparty non-performance associated with such instruments is the net unrealized gain, if any. The Fund also has credit risk since the sole counterparty to all domestic futures contracts is the exchange clearing corporation. In addition, the Fund bears the risk of financial failure by the clearing broker.

The purchase and sale of futures and options on futures contracts requires margin deposits with an FCM. Additional deposits may be necessary for any loss on contract value. The Commodity Exchange Act requires an FCM to segregate all customer transactions and assets from the FCM’s proprietary activities.

The Fund’s cash and other property, such as U.S. Treasury Bills, deposited with an FCM will be considered commingled with all other customer funds subject to the FCM’s segregation requirements. In the event of an FCM’s insolvency, recovery may be limited to a pro rata share of segregated funds available. It is possible that the recovered amount could be less than the total of cash and other property deposited.

For derivatives, risks arise from changes in the market value of the contracts. Theoretically, the Fund will be exposed to a market risk equal to the value of futures contracts purchased and unlimited liability on such contracts sold short. As both a buyer and a seller of options, the Fund will pay or receive a premium at the outset and then bear the risk of unfavorable changes in the price of the contract underlying the option.

The Fund’s policy is to continuously monitor its exposure to market and counterparty risk through the use of a variety of financial, position and credit exposure reporting controls and procedures. In addition, the Fund has a policy of reviewing the credit standing of each broker or counterparty with which it conducts business.

The financial instruments held by the Fund are reported in its statement of financial condition at market or fair value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short-term maturity.

NOTE 6 - SUBSEQUENT EVENTS

On April 18, 2007, the Fund listed its Units on the AMEX under the ticker symbol “UNG.” On that day, the Fund established its initial net asset value by setting the price at $50.00 per Unit and issued 200,000 Units to the initial authorized purchaser, Merrill Lynch Professional Clearing Corp., in exchange for $10,001,000 in cash. The Fund also commenced investment operations on that day by purchasing natural gas futures contracts traded on the NYMEX based on the price of natural gas delivered at the Henry Hub, Louisiana. The total market value of the natural gas futures contracts purchased was $9,958,080 at the time of purchase. The Fund established cash deposits equal to $10,001,000 at the time of the initial sale of Units. The majority of those cash assets were held at the Fund’s custodian bank while less than 20% of the cash balance was held as margin deposits with the Futures Commission Merchant relating to the natural gas futures contracts purchased.

As of May 17 , 2007, the Fund had 900,000 outstanding Units. At that time, the Fund owned 327 natural gas futures contracts, which had a market value as of the close of trading that day of $48,290,380 . The Fund maintained cash deposits at the Fund’s custodian bank and margin with the Futures Commission Merchant in an aggregate amount of $38,000,000 .

On May 30, 2007, the Fund and the General Partner, together with the other funds which are managed by the General Partner, entered into the licensing agreement with the NYMEX referred to in Notes 3 and 4 above. The agreement has an effetive date of April 10, 2006.

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the financial statements and notes thereto of United States Natural Gas Fund, LP (“USNG”) included elsewhere in this quarterly report on Form 10-Q.

Forward-Looking Information

This quarterly report on Form 10-Q contains forward-looking statements regarding the plans and objectives of management for future operations. This information may involve known and unknown risks, uncertainties and other factors which may cause USNG’s actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe USNG’s future plans, strategies and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and USNG cannot assure investors that the projections included in these forward-looking statements will come to pass. USNG’s actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors.

USNG has based the forward-looking statements included in this quarterly report on Form 10-Q on information available to it on the date of this quarterly report on Form 10-Q, and USNG assumes no obligation to update any such forward-looking statements. Although USNG undertakes no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, investors are advised to consult any additional disclosures that USNG may make directly to them or through reports that USNG in the future may file with the U.S. Securities and Exchange Commission (the "SEC"), including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. Except for historical information contained herein, this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contains forward-looking statements that involve known and unknown risks and uncertainties that may cause USNG's actual results or outcome to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Introduction

USNG, a Delaware limited partnership, is a commodity pool that issues units that may be purchased and sold on the American Stock Exchange (the “AMEX”). The investment objective of USNG is for changes in percentage terms of the units’ net asset value (“NAV”) on a daily basis to reflect the changes in percentage terms in the price of natural gas delivered at the Henry Hub, Louisiana as measured by the “Benchmark Futures Contract,” also on a daily basis, less USNG’s expenses.

USNG seeks to achieve its investment objective by investing in a combination of natural gas futures contracts and other natural gas interests such that changes in USNG’s NAV, measured in percentage terms, will closely track the changes in the price of a specified natural gas futures contract (the “Benchmark Futures Contract”), also measured in percentage terms. USNG’s General Partner believes the Benchmark Futures Contract historically has exhibited a close correlation with the spot price of natural gas. It is not the intent of USNG to be operated in a fashion such that its NAV will equal, in dollar terms, the spot price of natural gas or any particular futures contract based on natural gas. Management believes that it is not practical to manage the portfolio to achieve such an investment goal when investing in listed natural gas futures contracts.

At present, on any valuation day the Benchmark Futures Contract is the near month contract for natural gas traded on the New York Mercantile Exchange (the "NYMEX") unless the near month contract will expire within two weeks of the valuation day, in which case the Benchmark Futures Contract is the next month contract for natural gas traded on the NYMEX. “Near month contract” means the next contract traded on the NYMEX due to expire; “next month contract” means the first contract traded on the NYMEX due to expire after the near month contract.

USNG invests in futures contracts for natural gas, other types of crude oil, heating oil, gasoline and other petroleum-based fuels that are traded on the NYMEX, ICE Futures or other U.S. and foreign exchanges (collectively, “Futures Contracts”) and other natural gas-related investments such as cash-settled options on Futures Contracts, forward contracts for natural gas, and over-the-counter transactions that are based on the price of natural gas, oil and other petroleum-based fuels, Futures Contracts and indices based on the foregoing (collectively, “Other Natural Gas-Related Investments”). The general partner of USNG, Victoria Bay Asset Management, LLC (the “General Partner”), which is registered as a commodity pool operator, is authorized by the Amended and Restated Agreement of Limited Partnership of USNG (the “LP Agreement”) to manage USNG. The General Partner is authorized by USNG in its sole judgment to employ, establish the terms of employment for, and terminate commodity trading advisors or futures commission merchants.

Valuation of Natural Gas Futures Contracts and the Computation of the NAV

The NAV of USNG units is calculated once each trading day as of the earlier of the close of the New York Stock Exchange (the “NYSE”) or 4:00 p.m. New York time. The NAV for a particular trading day is released after 4:15 p.m. New York time. Trading on the AMEX typically closes at 4:15 p.m. New York time. USNG uses the NYMEX closing price (determined at the earlier of the close of that exchange or 2:30 p.m. New York time) for the contracts held on the NYMEX, but calculates or determines the value of all other USNG investments as of the earlier of the close of the NYSE or 4:00 p.m. New York time.

Management’s Discussion of Results of Operation and the Natural Gas Market

Results of operations. During the three month period ended March 31, 2007, USNG had not yet commenced investment activities nor issued units. In addition, USNG did not purchase or own any Futures Contracts or Other Natural Gas-Related Investments during this reporting period, nor were there any receipts or disbursements of cash from USNG during this reporting period. Also, USNG did not receive any revenue or capital gains (losses), or incur any expenses during this reporting period.

Expenses incurred during the first quarter of 2007 in connection with organizing USNG and the initial offering costs of the units were borne by the General Partner, and are not subject to reimbursement by USNG.

Portfolio Expenses . USNG’s expenses will consist of investment management fees, brokerage fees and commissions, certain offering costs, licensing fees and the fees and expenses of the independent directors. The investment advisory fee that USNG will pay to the General Partner is to be calculated as a percentage of the total net assets of USNG. For total net assets of up to $1 billion, the investment advisory fee will be 0.60%, and for total net assets over $1 billion, the investment advisory fee will be 0.50% on the incremental amount of assets.

The Fund will pay for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, the National Association of Securities Dealers (the "NASD"), or any other regulatory agency in connection with follow on offers and sales of its units and all legal, accounting, printing and other expenses associated therewith. The Fund will also pay the fees and expenses, including for directors and officers' liability insurance, of the independent directors. The Fund has agreed to pay the independent directors a total of $92,000 to cover their expenses and pay for their services for 2007.

USNG will also incur commissions to brokers for the purchase and sale of Futures Contracts, Other Natural Gas-Related Investments, or short-term obligations of the United States of two years or less ("Treasuries").

Interest Income . USNG seeks to invest its assets such that it holds Futures Contracts and Other Natural Gas-Related Investments in an amount equal to the total net assets of the portfolio. Typically, such investments will not require USNG to pay the full amount of the contract value at the time of purchase, but rather require USNG to post an amount as a margin deposit against the eventual settlement of the contract. As a result, USNG will retain an amount that is approximately equal to its total net assets, which USNG will invest in cash deposits or in Treasuries. This includes both the amount on deposit with the futures commission merchant as margin as well as unrestricted cash held with USNG’s custodian bank. The cash or Treasuries earn interest that accrues on a daily basis.

Tracking USNG’s Benchmark . USNG seeks to manage its portfolio such that changes in its average daily NAV, on a percentage basis, closely track changes in the average daily price of the Benchmark Futures Contract, also on a percentage basis. Specifically, USNG seeks to manage the portfolio such that over any rolling period of 30 valuation days, the average daily change in the NAV is within a range of 90% to 110% (0.9 to 1.1), of the average daily change of the Benchmark Futures Contract. As an example, if the average daily movement of the Benchmark Futures Contract for a particular 30-day time period was 0.5% per day, USNG management would attempt to manage the portfolio such that the average daily movement of the NAV during that same time period fell between 0.45% and 0.55% ( i.e ., between 0.9 and 1.1 of the benchmark’s results). USNG’s portfolio management goals do not include trying to make the nominal price of USNG’s NAV equal to the nominal price of the current Benchmark Futures Contract. Management believes that it is not practical to manage the portfolio to achieve such an investment goal when investing in listed natural gas futures contracts.

Of the various factors that could impact USNG’s ability to accurately track its benchmark, there are currently three factors that are most likely to impact these tracking results.

The first major factor that could affect tracking results is if USNG buys or sells its holdings in the then current Benchmark Futures Contract at a price other than the closing settlement price of that contract on the day in which USNG executes the trade. In that case, USNG may get a price that is higher, or lower, than that of the Benchmark Futures Contract, which, if such transactions did occur, could cause the changes in the daily NAV of USNG to either be too high or too low relative to the changes in the daily benchmark. Management will attempt to minimize the effect of these transactions by seeking to execute its purchase or sales of the Benchmark Futures Contracts at, or as close as possible to, the end of the day settlement price. However, it may not always be possible for USNG to obtain the closing settlement price and there is no assurance that failure to obtain the closing settlement price in the future will not adversely impact USNG’s attempt to track its benchmark over time.

The second major factor that could affect tracking results is the interest that USNG earns on its cash and Treasury holdings. USNG is not required to distribute any portion of its income to its unitholders. Interest payments, and any other income, retained within the portfolio would add to USNG’s NAV. When this income exceeds the level of USNG’s expenses for its investment advisory fee, brokerage commissions and other expenses (including ongoing registration fees, licensing fees and the fees and expenses of the independent directors), USNG will realize a net yield that will tend to cause daily changes in the NAV of USNG to track slightly higher than daily changes in the Benchmark Futures Contracts.

The third major factor affecting tracking results is if USNG holds natural gas-related investments in its portfolios other than the current Benchmark Futures Contract that fail to closely track the Benchmark Futures Contract's total return movements. In that case, the error in tracking the benchmark can result in daily changes in the NAV of USNG that are either too high, or too low, relative to the daily changes in the benchmark.

Natural gas market. During the first quarter of 2007, natural gas prices in the United States were impacted by several factors. At the beginning of the quarter, the amount of natural gas in storage was at higher than average levels versus the previous five years. The winter weather in the United States was moderate through much of the quarter. As a major use of natural gas in winter months is the heating of residential and commercial buildings, the mild weather had the effect of reducing the rate at which the storage levels of natural gas fell. During the entire quarter, the seasonally adjusted inventory levels of stored natural gas remained above five year averages. Finally, crude oil prices fell during the early part of the quarter. As crude oil is used in the production of various alternatives to natural gas for both the heating of buildings and the production of electricity, the decline in the price of crude oil early in the quarter tended to hold down natural gas prices as well. As a result of all the factors mentioned above, the natural gas market in the United States remained reasonably well supplied. The price of natural gas did not experience any significant jumps; rather, the price remained fairly range-bound with prices ranging from a low of $6.16 to a high of $7.87 per MMbtu with an average price of $7.18.

Term Structure of Natural Gas Futures Prices and the Impact on Total Returns. Several factors determine the total return from investing in a futures contract position. One factor that impacts the total return that will result in investing in near month natural gas futures contracts and “rolling” those contracts forward each month is the price relationship between the current near month contract and the next month contract. If the price of near month contract is higher than the next month contract (a situation referred to as “backwardation” in the futures market), then absent any other change there is a tendency for the price of a next month contract to rise in value as it becomes the near month contract and approaches expiration. Conversely, if the price of a near month contract is lower than the next month contract (a situation referred to as “contango” in the futures market), then absent any other change there is a tendency for the price of a next month contract to decline in value as it becomes the near month contract and approaches expiration.

As an example, assume that the price of natural gas for immediate delivery (the “spot” price), was $7 per 10,000 million British thermal units (MMBtu), and the value of a position in the near month futures contract was also $7. Over time, the price of 10,000 MMBtu of natural gas will fluctuate based on a number of market factors, including demand for natural gas relative to its supply. The value of the near month contract will likewise fluctuate in reaction to a number of market factors. If investors seek to maintain their holding in a near month contract position and not take delivery of the natural gas, every month they must sell their current near month contract as it approaches expiration and invest in the next month contract.

If the futures market is in backwardation, e.g., when the expected price of natural gas in the future would be less, the investor would be buying a next month contract for a lower price than the current near month contract. Hypothetically, and assuming no other changes to either prevailing natural gas prices or the price relationship between the spot price, the near month contract and the next month contract (and ignoring the impact of commission costs and the interest earned on cash), the value of the next month contract would rise as it approaches expiration and becomes the new near month contract. In this example, the value of the $7 investment would tend to rise faster than the spot price of natural gas, or fall slower. As a result, it would be possible in this hypothetical example for the price of spot natural gas to have risen to $9 after some period of time, while the value of the investment in the futures contract would have risen to $10, assuming backwardation is large enough or enough time has elapsed. Similarly, the spot price of natural gas could have fallen to $5 while the value of an investment in the futures contract could have fallen to only $6. Over time, if backwardation remained constant, the difference would continue to increase.

If the futures market is in contango, the investor would be buying a next month contract for a higher price than the current near month contract. Hypothetically, and assuming no other changes to either prevailing natural gas prices or the price relationship between the spot price, the near month contract and the next month contract (and ignoring the impact of commission costs and the interest earned on cash), the value of the next month contract would fall as it approaches expiration and becomes the new near month contract. In this example, it would mean that the value of the $7 investment would tend to rise slower than the spot price of natural gas, or fall faster. As a result, it would be possible in this hypothetical example for the spot price of natural gas to have risen to $9 after some period of time, while the value of the investment in the futures contract will have risen to only $8, assuming contango is large enough or enough time has elapsed. Similarly, the spot price of natural gas could have fallen to $6 while the value of an investment in the futures contract could have fallen to $7. Over time, if contango remained constant, the difference would continue to increase.

Subsequent Events

On April 18, 2007, USNG listed its units on the AMEX under the ticker symbol “USNG.” On that day USNG established its initial NAV by setting the price at $50.00 per unit and issued 200,000 units to the initial authorized purchaser, Merrill Lynch Professional Clearing Corp., in exchange for $10,001,000 in cash. USNG also commenced investment operations on that day by purchasing Futures Contracts traded on the NYMEX that are based on natural gas. The total market value of the natural gas futures contracts purchased was $9,958,080 at the time of purchase. USNG established cash deposits equal to $10,001,000 at the time of the initial sale of units. The majority of those cash assets were held at USNG’s custodian bank while less than 20% of the cash balance was held as margin deposits with USNG’s futures commission merchant relating to the natural gas futures contracts purchased.

As of May 17 , 2007, USNG had 900,000 outstanding Units. At that time, USNG owned 327 natural gas futures contracts, which had a market value as of the close of trading that day of $48,290,380 . USNG maintained cash deposits at the Fund’s custodian bank and margin with USNG’s futures commission merchant in an aggregate amount of $38,000,000 .

On May 30, 2007, USNG and the General Partner, together with the other funds which are managed by the General Partner, entered into a licensing agreement with the NYMEX. The agreement has an effective date of April 10, 2006. Under the terms of the agreement, USNG and the affiliated funds managed by the General Partner will pay a licensing fee based on the funds’ aggregate daily NAV that equals .04% for the first $1,000,000,000 of combined assets of the funds and .02% for combined assets above $1,000,000,000.

Critical Accounting Policies

Preparation of the financial statements and related disclosures in compliance with accounting principles generally accepted in the United States of America requires the application of appropriate accounting rules and guidance, as well as the use of estimates. USNG's application of these policies involves judgments and actual results may differ from the estimates used. The General Partner has evaluated the nature and types of estimates that it will make in preparing USNG's financial statements and related disclosures once USNG commences trading operations and has determined that the valuation of its investments which are not traded on a United States or internationally recognized futures exchange (such as forward contracts and over-the-counter contracts) involves a critical accounting policy. While not currently applicable given the fact that USNG is not currently involved in trading activities, the values which will be used by USNG for its forward contracts will be provided by its commodity broker who will use market prices when available, while over-the-counter contracts will be valued based on the present value of estimated future cash flows that would be received from or paid to a third party in settlement of these derivative contracts prior to their delivery date and will be valued on a daily basis.

Liquidity and Capital Resources

USNG does not anticipate making use of borrowings or other lines of credit to meet its obligations. It is anticipated that USNG will continue to meet its liquidity needs in the normal course of business from the proceeds of the sale of its investments, or from cash, cash equivalents, and/or short-term Treasuries that it intends to hold at all times. USNG’s liquidity needs include: redeeming units, providing margin deposits for its existing natural gas futures contracts or the purchase of additional natural gas futures contracts and posting collateral for its over-the-counter contracts and payment of its expenses, summarized below under “Contractual Obligations.”

USNG will generate cash primarily from (i) the sale of Creation Baskets and (ii) interest earned on cash and its investments in Treasuries. As of April 17, 2007, USNG had not begun trading activities. USNG anticipates that all of its net assets will be allocated to trading in natural gas interests. A significant portion of the NAV will be held in Treasuries and cash that could or will be used as margin for USNG's trading in natural gas interests. The percentage that Treasuries will bear to the total net assets will vary from period to period as the market values of the natural gas interests change. The balance of the net assets will be held in USNG's Futures Contracts and Other Natural Gas-Related Investments trading account. Interest earned on USNG's interest bearing-funds will be paid to USNG.

USNG's investment in natural gas interests will be subject to periods of illiquidity because of market conditions, regulatory considerations and other reasons. For example, commodity exchanges limit the fluctuations in Futures Contracts prices during a single day by regulations referred to as “daily limits.” During a single day, no trades may be executed at prices beyond the daily limit. Once the price of a Natural Gas Futures Contract has increased or decreased by an amount equal to the daily limit, positions in the contracts can neither be taken or liquidated unless the traders are willing to effect trades at or within the limit. Such market conditions could prevent USNG from promptly liquidating its positions in Futures Contracts. Through April 10, 2006, all of the expenses of United States Oil Fund, LP (“USOF”), which is also managed by the General Partner, and of the General Partner were funded by its affiliates. Since April 10, 2006, these expenses, as well as the expenses relating to the organization and formation of USNG and its registration of units with the SEC, have largely been borne by the General Partner and its affiliates, other than USOF and USNG. Ameristock Corporation, through its parent, Wainwright Holdings, Inc. has provided funds for USOF’s payment of SEC and NASD registration fees for its most recent registration statement that went effective in October of 2006. Wainwright Holdings, Inc. wholly owns both the General Partner and Ameristock Corporation. However, there is no commitment on the part of Wainwright Holdings, Inc., Ameristock Corporation or any other affiliate to continue to pay the expenses of the General Partner, nor is there any obligation or intention to reimburse any such payment or pay the expenses of USNG. To date, all of USNG’s expenses, including its organization and offering expenses relating to the initial offering of its units, have been paid by the General Partner. Fees and expenses associated with SEC registrations of units subsequent to the initial offering will be borne by USNG. In addition, fees and expenses (including directors and officers liability insurance) of the independent directors (currently estimated to be $92,000 in 2007, though this amount may change in future years), the management fee to the General Partner, brokerage fees and licensing fees will be paid by USNG. If the General Partner and USNG are unsuccessful in raising sufficient funds to cover USNG's expenses or in locating any other source of funding, USNG will terminate and investors may lose all or part of their investment.

Market Risk

Trading in Futures Contracts and Other Natural Gas-Related Investments, such as forwards, will involve USNG entering into contractual commitments to purchase or sell natural gas at a specified date in the future. The gross or face amount of the contracts will significantly exceed USNG's future cash requirements since USNG intends to close out its open positions prior to settlement. As a result, USNG should only be subject only to the risk of loss arising from the change in value of the contracts. USNG considers the "fair value'' of its derivative instruments to be the unrealized gain or loss on the contracts. The market risk associated with USNG's commitments to purchase natural gas will be limited to the gross face amount of the contacts held. However, should USNG enter into a contractual commitment to sell natural gas, it would be required to make delivery of the natural gas at the contract price, repurchase the contract at prevailing prices or settle in cash. Since there are no limits on the future price of natural gas, the market risk to USNG could be unlimited. USNG's exposure to market risk will depend on a number of factors, including the markets for natural gas, the volatility of interest rates and foreign exchange rates, the liquidity of the Futures Contracts and Other Natural Gas-Related Investments markets and the relationships among the contracts held by USNG. The limited experience that USNG has had in utilizing its model to trade in natural gas interests in a manner intended to track the spot price of natural gas, as well as drastic market occurrences, could ultimately lead to the loss of all or substantially all of an investor's capital.

Credit Risk

When USNG enters into Futures Contracts and Other Natural Gas-Related Investments, it will be exposed to the credit risk that its counterparty will not be able to meet its obligations. The counterparty for the Futures Contracts traded on the NYMEX and on most other foreign futures exchanges is the clearinghouse associated with the particular exchange. In general, clearinghouses are backed by their members who may be required to share in the financial burden resulting from the nonperformance of one of their members and, therefore, this additional member support should significantly reduce credit risk. Some foreign exchanges are not backed by their clearinghouse members but may be backed by a consortium of banks or other financial institutions. There can be no assurance that any counterparty, clearinghouse, or their members or their financial backers will satisfy their obligations to USNG in such circumstances. The General Partner will attempt to manage the credit risk of USNG by following various trading limitations and policies. In particular, USNG intends to post margin and/or hold liquid assets that will be approximately equal to the face amount of its obligations to counterparties under the Futures Contracts and Other Natural Gas-Related Investments it holds. The General Partner will implement procedures that will include, but will not be limited to, executing and clearing trades only with creditworthy parties and/or requiring the posting of collateral or margin by such parties for the benefit of USNG to limit its credit exposure. UBS Securities LLC, USNG's commodity broker (the “Futures Commission Merchant”), or any other broker that may be retained by USNG in the future, when acting as USNG's futures commission merchant in accepting orders to purchase or sell Futures Contracts on United States exchanges, will be required by the U.S. Commodity Futures Trading Commission (the “CFTC”) regulations to separately account for and segregate as belonging to USNG, all assets of USNG relating to domestic Futures Contracts trading. These commodity brokers are not allowed to commingle USNG's assets with their other assets. In addition, the CFTC requires commodity brokers to hold in a secure account the USNG assets related to foreign Futures Contract trading.

Off Balance Sheet Financing

As of March 31, 2007, USNG has no loan guarantee, credit support or other off-balance sheet arrangements of any kind other than agreements entered into in the normal course of business, which may include indemnification provisions relating to certain risks that service providers undertake in performing services which are in the best interests of USNG. While USNG's exposure under these indemnification provisions cannot be estimated, they are not expected to have a material impact on USNG's financial position.

Redemption Basket Obligation

In order to meet its investment objective and pay its contractual obligations described below, USNG will require liquidity to redeem units, which redemptions must be in blocks of 100,000 units called Redemption Baskets. USNG intends to satisfy this obligation by paying from the cash or cash equivalents it will hold or through the sale of its Treasuries in an amount proportionate to the number of units being redeemed.

Contractual Obligations

USNG’s primary contractual obligations will be with the General Partner. In return for its services, the General Partner will be entitled to a management fee calculated as a fixed percentage of USNG’s NAV, currently 0.60% for a NAV of $1 billion or less, and thereafter 0.50% of a NAV above $1 billion. The General Partner has agreed to pay the start-up costs associated with the formation of USNG, primarily its legal, accounting and other costs in connection with its contracts with service providers and its registration with the SEC and other regulatory filings in connection with the initial public offering of the units, and the registration fees paid to the SEC, the NASD and the AMEX in connection with such offering. The General Partner has agreed to pay the fees of the custodian and transfer agent, Brown Brothers Harriman & Co., as well as Brown Brothers Harriman & Co.’s fees for performing administrative services, including in connection with USNG’s preparation of its financial statements and its SEC and CFTC reports. The General Partner will also pay the fees of USNG’s accountants in connection with USNG's SEC and CFTC reporting, as well as those of its marketing agent.

In addition to the General Partner’s management fee, USNG pays its brokerage fees (including fees to a futures commission merchant), over-the-counter dealer spreads, any licensing fees for the use of intellectual property, registration and, subsequent to the initial offering, the fees paid to the SEC, NASD, or other regulatory agency in connection with the offer and sale of the units, as well as the legal, printing, accounting, and other expenses associated therewith, and extraordinary expenses. The latter are expenses not incurred in the ordinary course of USNG's business, including expenses relating to the indemnification of any person against liabilities and obligations to the extent permitted by law and under the LP Agreement, the bringing or defending of actions in law or in equity or otherwise conducting litigation and incurring legal expenses and the settlement of claims and litigation. Commission payments to a futures commission merchant are on a contract-by-contract, or round turn, basis.

The parties cannot anticipate the amount of payments that will be required under these arrangements for future periods, as USNG’s net asset values and trading levels to meet its investment objectives will not be known until a future date. These agreements are effective for a specific term agreed upon by the parties and have an option to renew, or, in some cases, are in effect for the duration of USNG’s existence. Either party may terminate these agreements earlier for certain reasons listed in the agreements.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Over-the-Counter Derivatives (Including Spreads and Straddles)

In the future, USNG may purchase over-the-counter contracts. Unlike most of the exchange-traded natural gas futures contracts or exchange-traded options on such futures, each party to such contract bears the credit risk that the other party may not be able to perform its obligations under its contract.

Some natural gas-based derivatives transactions contain fairly generic terms and conditions and are available from a wide range of participants. Other natural gas-based derivatives have highly customized terms and conditions and are not as widely available. Many of these over-the-counter contracts are cash-settled forwards for the future delivery of natural gas- or petroleum-based fuels that have terms similar to the Futures Contracts. Others take the form of “swaps” in which the two parties exchange cash flows based on pre-determined formulas tied to the spot price of natural gas, or forward natural gas prices, or natural gas futures prices. For example, USNG may enter into over-the-counter derivative contracts whose value will be tied to changes in the difference between the spot price of natural gas, the price of Futures Contracts traded on the NYMEX and the prices of other Futures Contracts that may be invested in by USNG.

To protect itself from the credit risk that arises in connection with such contracts, USNG may enter into agreements with each counterparty that provide for the netting of its overall exposure to its counterparty, such as the agreements published by the International Swaps and Derivatives Association, Inc. USNG also may require that the counterparty be highly rated and/or provide collateral or other credit support to address USNG’s exposure to the counterparty.

USNG may employ spreads or straddles in its trading to mitigate the differences in its investment portfolio and its goal of tracking the price of the Benchmark Futures Contract. USNG would use a spread when it chooses to take simultaneous long and short positions in futures written on the same underlying asset, but with different delivery months. The effect of holding such combined positions is to adjust the sensitivity of USNG to changes in the price relationship between futures contracts which will expire sooner and those that will expire later. USNG would use such a spread if the General Partner felt that taking such long and short positions, when combined with the rest of its holdings, would more closely track the investment goals of USNG, or if the General Partner felt that it would lead to an overall lower cost of trading to achieve a given level of economic exposure to movements in oil prices. USNG would enter into a straddle when it chooses to take an option position consisting of a long (or short) position in both a call option and put option. The economic effect of holding certain combinations of put options and call options can be very similar to that of owning the underlying futures contracts. USNG would make use of such a straddle approach if, in the opinion of the General Partner, the resulting combination would more closely track the investment goals of USNG or if it would lead to an overall lower cost of trading to achieve a given level of economic exposure to movements in oil prices.

During the three months ended March 31, 2007, USNG was not exposed to counterparty risk.

Item 4.

Controls and Procedures

Disclosure Controls and Procedures.

USNG maintains disclosure controls and procedures that are designed to ensure that material information required to be disclosed in USNG’s periodic reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms.

The duly appointed officers of the General Partner, including its chief executive officer and chief financial officer, who perform functions equivalent to those a principle executive officer and principal financial officer of USNG would perform if USNG had any officers, have evaluated the effectiveness of USNG’s disclosure controls and procedures and have concluded that the disclosure controls and procedures of USNG have been effective as of the end of the period covered by this quarterly report.

Change in Internal Control Over Financial Reporting.

There were no changes in USNG’s internal control over financial reporting during USNG’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, USNG’s internal control over financial reporting.

Part II .

OTHER INFORMATION

Item 1A.

Risk Factors

There has not been a material change from the risk factors previously disclosed in the registrant's Form S-1, effective April 17, 2007.

Item 5.

Other Information

Monthly Account Statements

Pursuant to the requirement under part 4.22 of the Commodities Exchange Act, each month USNG publishes an account statement for its unitholders, which includes a statement of income (loss) and a statement of changes in NAV. The account statement is filed with the SEC on a current report on Form 8-K pursuant to Section 13 or 15(d) of the Exchange Act and posted each month on USNG’s website at www.unitedstatesnaturalgasfund.com .

Item 6.

Exhibits

Listed below are the exhibits which are filed or furnished as part of this quarterly report on Form 10-Q (according to the number assigned to them in Item 601 of Regulation S-K):

Exhibit Number		Description of Document

10.1*#		License Agreement among United States Natural Gas Fund, LP, Victoria Bay Asset Management, LLC, certain other funds which are managed by Victoria Bay Asset Management, LLC and the New York Mercantile Exchange, Inc. dated as of April 10, 2007.

31.1*		Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification by Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification by Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Filed herewith

** Furnished herewi th

# Confidential treatment has been requested for portions of this document. The confidential portions have been omitted and have been filed separately, on a confidential basis, with the 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 thereunto duly authorized.

United States Natural Gas Fund, LP (Registrant)

By: Victoria Bay Asset Management, LLC, its general partner

By: /s/ Nicholas D. Gerber

Nicholas D. Gerber

Chief Executive Officer

DateDate: June 1, 2007

By: /s/ Howard Mah

Howard Mah

Chief Financial Officer

DateDate: June 1, 2007

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT

I, Nicholas Gerber, Chief Executive Officer of Victoria Bay Asset Management, LLC, general partner of United States Natural Gas Fund, LP (the "Registrant"), certify that:

1. I have reviewed this report on Form 10-Q of the Registrant;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the Registrant as of, and for, the periods presented in this report;

4. The Registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and

5. The Registrant's other certifying officer(s) and I have disclosed to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

Date: June 1, 2007

/s/ Nicholas D. Gerber

Nicholas D. Gerber

Chief Executive Officer

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT

I, Howard Mah, Chief Financial Officer of Victoria Bay Asset Management, LLC, general partner of United States Natural Gas Fund, LP (the "Registrant"), certify that:

1. I have reviewed this report on Form 10-Q of the Registrant;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

Date: June 1, 2007

/s/ Howard Mah

Howard Mah

Chief Financial Officer

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT

I, Nicholas Gerber, Chief Executive Officer of Victoria Bay Asset Management, LLC, the general partner of United States Natural Gas Fund, LP (the "Registrant"), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1. The quarterly report on Form 10-Q of the Registrant for the fiscal quarter ended March 31, 2007 as filed with the U.S. Securities and Exchange Commission on the date hereof (the "Report") fully complies with the requirements of Section 13(a) or 15(d)of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: June 1, 2007

/s/ Nicholas D. Gerber

Nicholas D. Gerber

Chief Executive Officer

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT

I, Howard Mah, Chief Financial Officer of Victoria Bay Asset Management, LLC, the general partner of United States Natural Gas Fund, LP (the "Registrant"), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: June 1, 2007

/s/ Howard Mah

Howard Mah

Chief Financial Officer

CONFIDENTIAL PORTIONS HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION").

LICENSE AGREEMENT

This License Agreement (“Agreement”) is entered into as of April 10, 2006 (“Effective Date”), by and between New York Mercantile Exchange, Inc. , a Delaware corporation located at One North End Avenue, World Financial Center, New York, New York 10282-1101 (“Licensor”); United States Oil Fund, LP (“USOF”), a Delaware limited partnership located at 1320 Harbor Bay Parkway, Suite 145, Alameda, California 94502; United States Natural Gas Fund, LP (“USNG”), a Delaware limited partnership located at 1320 Harbor Bay Parkway, Suite 145, Alameda, California 94502; United States Gasoline Fund, LP (“USGF”), a Delaware limited partnership located at 1320 Harbor Bay Parkway, Suite 145, Alameda, California 94502; United States Heating Oil Fund, LP (“USHO”), a Delaware limited partnership located at 1320 Harbor Bay Parkway, Suite 145, Alameda, California 94502; and Victoria Bay Asset Management, LLC (“Victoria Bay”), a Delaware liability company located at 1320 Harbor Bay Parkway, Suite 145, Alameda, California 94502 (USOF, USNG, USGF, and USHO and Victoria Bay, collectively, the “Licensees”) (Licensees and Licensor, collectively, the “Parties”).

WHEREAS , USOF and Licensor entered into an Agreement in Principle dated April 7, 2006, reflecting USOF’s intention to enter into a license agreement with Licensor in connection with which USOF would obtain from Licensor a non-exclusive license to use certain of Licensor’s settlement prices and service marks pursuant to the terms of such license agreement and Licensor would provide USOF with a limited, worldwide, non-exclusive, non-transferable license to use such settlement prices and service marks on the terms and conditions set forth in such license agreement; and

WHEREAS , USNG, USGF, USHO, and Victoria Bay, the general partner of each of USOF, USNG, USGF, and USHO, seek to enter into a license agreement with Licensor in connection with which USNG, USGF, and USHO would obtain from Licensor a non-exclusive license to use certain of Licensor’s settlement prices and service marks pursuant to the terms of such license agreement and Licensor would provide USNG, USGF, and USHO with a limited, worldwide, non-exclusive, non-transferable license to use such settlement prices and service marks on the terms and conditions set forth in such license agreement; and

WHEREAS , this Agreement sets forth the terms and conditions that the Parties have agreed shall constitute the license agreement between Licensor, on the one hand, and Licensees, on the other hand;

NOW, THEREFORE , in consideration of the promises and the mutual agreements herein contained, and other good and valuable consideration, the Parties agree as follows :

1.	DEFINITIONS

The following terms, when used in this Agreement, shall have the respective meanings set forth below:

1.1	“ Effective Date ” shall mean the date of this Agreement.

1.2

“ Face Amount ” shall mean, as to each type of Securities (i.e., the Crude Oil Securities, the Natural Gas Securities, the Gasoline Securities, and the Heating Oil Securities as defined in Paragraph 1.13 herein), the multiplicative product of the factors (x) and (y) calculated as described below on each day that such type of Securities was traded on the American Stock Exchange (or such other stock exchange on which the Securities are currently traded) during the Payment Quarter: (x) the number of that type of Securities outstanding on each such day, multiplied by (y) the net asset value of each of the Securities of that type, calculated for such day as described in the Prospectus for that type of Securities.

1.3	“ License Fee ” shall mean the compensation that Licensees shall pay Licensor pursuant to Paragraph 5.1 of this Agreement.

1.4	“ Licensees ” shall mean United States Oil Fund, LP, United States Natural Gas Fund, LP, United States Gasoline Fund, LP, United States Heating Oil Fund, LP, and Victoria Bay Asset Management, LLC.

1.5	“ Licensor ” shall mean New York Mercantile Exchange, Inc. and its subsidiaries and affiliates.

1.6	“ Market Data ” shall mean the settlement prices (on a rolling basis) for the front (or spot) month, and the three months immediately thereafter for each of the futures contracts listed on Exhibit A.

1.7	“ Marks ” shall mean the service marks and trade names NEW YORK MERCANTILE EXCHANGE and NYMEX.

1.8	“ NYMEX ” shall mean New York Mercantile Exchange, Inc.

1.9

“ Payment Report ” shall mean a document that contains data and information sufficient to show the calculation of the License Fee due and owing to Licensor for each Payment Quarter, that is substantially in the form of the document annexed as Exhibit B hereto, and is provided on a quarterly basis to Licensor on the Payment Reporting Date, pursuant to Article 5 of this Agreement.

1.10	“ Payment Reporting Date ” shall mean the date on which Licensees report and pay, to Licensor, the License Fees for the immediately preceding Payment Quarter, and such date shall be 30 days after the close of such Payment Quarter.

1.11	“ Payment Quarter ” shall mean each of the four quarters of the calendar year (January 1 through March 31; April 1 through June 30; July 1 through September 30; and October 1 through December 31).

1.12

“ Prospectus ” shall mean (a) the prospectuses, and any amendments thereto, contained in the Registration Statement filed with the Securities and Exchange Commission on May 16, 2005, File Number 333-124950, by USOF and used in connection with the offering and sale of the Crude Oil Securities (as defined in Paragraph 1.13 herein), (b) the prospectuses, and any amendments thereto, contained in the Registration Statement filed with the Securities and Exchange Commission on October 6, 2006, File Number 333-137871, by USNG and used in connection with the offering and sale of the Natural Gas Securities (as defined in Paragraph 1.13 herein), (c) the prospectuses, and any amendments thereto, contained in the Registration Statement filed with the Securities and Exchange Commission on April 18, 2007, File Number 333-142206, by USGF and used in connection with the offering and sale of the Gasoline Securities (as defined in Paragraph 1.13 herein), and (d) the prospectuses, and any amendments thereto, contained in the Registration Statement filed with the Securities and Exchange Commission on April 18, 2007, File Number 333-142211, by USHO and used in connection with the offering and sale of the Heating Oil Securities (as defined in Paragraph 1.13 herein), and the definition of “Prospectus” shall include the final version of each such prospectus, and/or each prospectus supplement, on and after its date. Licensees represent that the description of the Market Data in each final prospectus, and/or prospectus supplement, will not deviate from the descriptions of the Market Data in the relevant Registration Statement described in this Agreement.

1.13

“ Securities ” shall mean the units of partnership interest, issued by one or more of Licensees as described in the Prospectus. There are or will be four types of Securities: (i) that type of Securities, whose investment objective is to have changes in percentage terms of the unit’s net asset value reflect the changes in percentage terms of the settlement price for the near month’s or the next month’s futures contract for light, sweet crude oil (for delivery in Cushing, Oklahoma), as traded on NYMEX’s exchange (the “Crude Oil Securities”), (ii) that type of Securities, whose investment objective is to have changes in percentage terms of the unit’s net asset value reflect the changes in percentage terms of the settlement price for the near month’s or next month’s futures contract for natural gas (for delivery in the Henry Hub in Louisiana), as traded on NYMEX’s exchange (the “Natural Gas Securities”), (iii) that type of Securities, whose investment objective is to have changes in percentage terms of the unit’s net asset value reflect the changes in percentage terms of the settlement price for the near month’s or next month’s futures contract for Reformulated Gasoline Blendstock for Oxygen Blending (RBOB) (for delivery in New York harbor), as traded on NYMEX’s exchange (the “Gasoline Securities”), and (iv) that type of Securities, whose investment objective is to have changes in percentage terms of the unit’s net asset value reflect the changes in percentage terms of the settlement price for the near month’s or the next month’s futures contract for heating oil (for delivery in New York harbor), as traded on NYMEX’s exchange (the “Heating Oil Securities”).

1.14

“ Securities Report ” shall mean a document that contains the following data and information for each type of Security (e.g., the Crude Oil Securities) for each day of trading during a Payment Quarter: (a) the date of trading, (b) the number of Securities of that type outstanding; (c) the net asset value of that type of Security, calculated for such day as described in the pertinent Prospectus; and (d) the product of (b) multiplied by (c); that is substantially in the form of the document annexed as Exhibit C hereto.

1.15	“ Termination Date ” shall mean the day before the third year anniversary of the Effective Date.

1.16	“ Total Face Amount ” shall mean the total of the Face Amounts of all types of Securities (i.e., the Crude Oil Securities, Natural Gas Securities, Gasoline Securities, and Heating Oil Securities) for the Payment Quarter.

2.	LICENSES OF MARKET DATA AND MARKS, AND QUALITY CONTROL

2.1

Licensor hereby grants to Licensees a limited, worldwide, non-exclusive, non-transferable license to use the Market Data solely for the issuance, promotion, valuation, marketing and sale of the Securities, as contemplated by the Prospectus, and (b) a limited, worldwide (to the extent Licensor has established service mark rights in the Marks in countries outside of the United States), non-exclusive, non-transferable license to use the Marks only in connection with the identification of the source of the Market Data used in connection with Licensees’ issuance, promotion, valuation, marketing and sale of the Securities, as contemplated by the Prospectus. It is expressly agreed and understood by Licensees that no rights to use the Market Data and Marks are granted hereunder to Licensees other than those specifically described and expressly granted herein. Notwithstanding anything to the contrary contained in this Agreement, other than the license expressly granted in this Paragraph 2.1 and limited to the terms and conditions stated in this Agreement, nothing herein grants to Licensees any rights or interests in any intellectual property of Licensor, including but not limited to any patent applications, patents, trade secrets, copyrights and/or trademarks.

2.2

During the term of this Agreement, Licensees may obtain the Market Data from Licensor’s website. To the extent that there is any conflict between the terms of this Agreement and the terms and conditions of the Viewing and Usage Agreement on Licensor’s website (to which the viewer must consent before being given access to viewing the Market Data on Licensor’s website), this Agreement shall govern. Nothing herein shall be deemed to require Licensor to furnish any Market Data directly to Licensees.

2.3

Licensor shall have the right to review and control all uses of the Marks by Licensees hereunder, and Licensees shall promptly furnish to Licensor, upon Licensor’s request, all materials, including, without limitation, offering, marketing, and promotional materials, used in connection with the Securities in which any of the Marks are used, for Licensor’s review. (Any such request may be made periodically, for example, a request for materials in use during the next three months, in which case Licensees shall furnish to Licensor all such materials in use during such three-month period.) After reviewing any such materials, Licensor may request that Licensees delete or revise any or all uses of the Marks in the materials. Licensee agrees to comply with any such reasonable request by Licensor. Licensees shall furnish, in advance, to Licensor all materials (including, without limitation, offering, marketing, and promotional materials) to be used in connection with the Securities, in which any of the Marks are used, for Licensor’s prior review and approval, which approval shall not be unreasonably withheld. If Licensor does not disapprove within 10 business days of receipt of the materials, then Licensor shall be deemed to have approved of the use of the Marks in the materials. In the event the materials, including, without limitation, offering, marketing, and promotional materials, are issued or intended to be issued in a language other than English, Licensees shall provide Licensor upon Licensor’s request with an English translation of such materials. Notwithstanding anything herein to the contrary, Licensees need not furnish to Licensor, in advance for Licensor’s approval, the Prospectus and other governmental or self-regulatory organization filings required to be made by Licensees under applicable law or regulation in connection with the Securities, so long as any uses of the Marks therein are limited to describing accurately the Market Data and Licensees’ use thereof under the terms of this Agreement. Licensees agree that they will not use the Marks in such a way as likely to cause the belief that Licensor sponsors, endorses, or approves the Securities, or is the source of the Securities. Licensees agree that the quality of the services, in connection with which the Marks may or will be used by Licensees as permitted herein, will be commensurate with Licensor’s reputation for reliability and high quality in financial services, and Licensor shall have the right to require Licensees to adhere to that standard of quality. Licensees shall do nothing which will impair the validity of the Marks, Licensor’s rights in the Marks, or the good will symbolized by each of the Marks.

3.	OWNERSHIP OF MARKET DATA AND MARKS

3.1

Licensees acknowledge and agree that the Market Data and Marks are, and under all circumstances shall remain, the sole and exclusive property of Licensor. All applicable rights to patents, copyrights, trademarks and trade secrets and other intellectual property rights in or relating to the Market Data and Marks are, and under all circumstances shall remain, solely and exclusively in Licensor. All goodwill resulting from usage of the Marks by Licensees hereunder shall accrue to the benefit of Licensor.

3.2

Licensees acknowledge and agree that Licensor is the owner of all rights in and to (a) all Market Data regarding and (b) all settlement prices created for the commodity futures contracts traded on NYMEX, including, without limitation, all copyrights in the settlement prices created by NYMEX. Licensees agree that Licensees will do nothing inconsistent with such ownership and will not challenge said ownership.

3.3

Licensees shall not assert against Licensor or any other licensee of Licensor that (a) either of them are barred from calculating any index based on, or linking any instrument to, the Market Data, or (b) either of them are barred from using, in any way, any index based on the Market Data or calculated with any Market Data or determining the value of any instrument based on or calculated with any of the Market Data.

4.	CONFIDENTIALITY

4.1	Licensor and Licensees shall not disclose to any third-party any of the financial terms or conditions of this Agreement without the prior written consent of the other, except as required under applicable law.

4.2

Licensees acknowledge that the Market Data, and any other information that may exist from time to time which is provided to Licensees by or on behalf of Licensor, or to which Licensees are given access by or on behalf of Licensor, is, prior to such information being disclosed to the general public, confidential to Licensor (all such information being “Confidential Information”). Licensees shall maintain the confidentiality of Confidential Information in a manner using at least as great a degree of care as the manner used by Licensees to maintain the confidentiality of their own confidential information, and Licensees’ other obligations under this Paragraph shall not limit the generality of the foregoing.

4.3

Except as set forth in this Agreement, or with the prior written consent of Licensor, none of Licensees shall, at any time hereafter, directly or indirectly communicate or otherwise disclose or permit the disclosure of any Confidential Information to any other person or entity, use Confidential Information for the benefit of any other person or entity, or use Confidential Information to the detriment of Licensor. Licensees shall disclose Confidential Information only to such of Licensees’ respective employees, general partners, affiliates, agents and service providers who have a need to know such information in order for Licensees to exercise their rights in accordance with the terms of this Agreement. Licensees shall be accountable and responsible for any disclosure of Confidential Information by such employees, general partners, affiliates, agents and service providers that in any way constitutes a breach of obligations of any of Licensees under this Article 4. Licensees shall ensure that such general partners, affiliates, agents and service providers agree in writing to be bound by the obligations set forth in this Paragraph as if such general partners, affiliates, agents, and service providers were each one of the Licensees.

4.4

This Paragraph imposes no obligation of confidentiality upon Licensees in respect of information that: (i) was in Licensees’ possession before receipt from Licensor or others acting on behalf of Licensor or (ii) is or becomes a matter of public knowledge through no fault of any of Licensees (the disclosure of Licensor’s settlement prices on its website or through vendors of market data shall not be regarded as making these prices a matter of public knowledge, and, under all circumstances, any and all Market Data shall be treated and considered as Confidential Information hereunder until 4:00 p.m (New York time) on the day after the day on which such Market Data was created); or (iii) is received by Licensees from a third party without a duty of confidentiality; or (iv) is independently developed by Licensees; or (v) is released in accordance with a valid court or governmental order, provided that, for the purposes of this clause (v), Licensees shall, at the expense of Licensor, provide Licensor with prompt notice of such order, including copies of subpoenas or orders requesting the Confidential Information, cooperate reasonably with Licensor in resisting the disclosure of the Confidential Information via a protective order or other appropriate legal action, minimize any such disclosure to the Confidential Information specifically required to be disclosed and not make disclosure until Licensor has had a reasonable opportunity to resist such disclosure, unless Licensees are ordered to do otherwise. Notwithstanding anything herein to the contrary, Licensees may disclose Market Data for the current trading day on Licensees’ website(s) only upon each viewer confirming in advance (each time the viewer seeks access to the Market Data) his or her agreement to the terms and conditions of the click-through agreement in the form and with the terms and conditions set forth in Exhibit D to this Agreement, and Licensees’ having provided in said click-through agreement a link, as shown in Exhibit D hereto, to a page setting forth the terms and conditions as stated in Exhibit E hereto.

5.1	As payment in full for the license granted hereunder, Victoria Bay, on behalf of Licensees, shall pay, on a quarterly basis to Licensor, a license fee as set forth in the table below (“License Fee”) in U.S. dollars. Licensees shall make all License Fee payments in compliance with this Article 5.

Total Face Amount	License Fee
Up to and including $1 billion	[ THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.]
More than $1 billion	[ THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.]

5.2

Victoria Bay shall pay the License Fee to Licensor on a quarterly basis as follows. Quarterly payments shall be the sum of daily calculated License Fees according to the following formula: daily License Fee = [(Total Face Amount up to and including $1 billion X [ **THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.**] ) ÷ 365] + [(Total Face Amount over $1 billion X [ **THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.**] ) ÷ 365]. On days that the Securities are not traded, the Face Amounts for the respective License Fees shall be those determined on the previous day on which the Securities were traded. In the event that either (x) the Effective Date is not the first day of a Payment Quarter or (y) the Termination Date or the date of termination of this agreement under Paragraphs 5.6, 11.2, or 11.3 herein is not the last day of a Payment Quarter, then the payment for the relevant Payment Quarter shall be calculated based on the actual days in the Payment Quarter. All quarterly payments shall be made by Victoria Bay to Licensor on each Payment Reporting Date by Victoria Bay sending to Licensor: (a) the relevant Payment Report together with the relevant Securities Report via electronic mail to esteuerer@nymex.com , with copies to dtowstik@nymex.com and jgonzales@nymex.com ; and (b) payment of the appropriate Licensee Fee via wire payment of funds pursuant to the wire instructions set forth in Exhibit F, in U.S. dollars, without set-off, deduction or counterclaim whatsoever. Pursuant to Paragraph 5.6 herein, Licensor shall have the right to review and audit the Payment Report and Licensees’ calculation of the License Fee. The License Fees due by Licensees to Licensor for the period from April 10, 2006 through the date on which this Agreement is signed by Licensees shall be paid by Victoria Bay to Licensor in four equal installments over the next four Payment Quarters immediately following the date of such signature, and, within ten (10) business days after this Agreement has been signed by the Parties, Victoria Bay shall provide, to Licensor, Payment Reports for each Payment Quarter during the period from April 10, 2006 though the date on which this Agreement is signed by Licensees.

5.3	The License Fee, plus any taxes payable or reimbursable to Licensor hereunder, shall be remitted to Licensor, in U.S. dollars only, by electronic transfer of immediately available funds.

5.4

Licensees shall pay all sales, use, transfer, value added or other taxes, if any (excluding taxes imposed on the net income of Licensor), levied or imposed by reason of the transactions contemplated herein. All payments to be made by Licensees to Licensor under this Agreement shall be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of any authority having power to tax unless the withholding or deduction of such taxes, duties, assessments or governmental charges is required by law. In that event, Licensees shall pay such additional amounts as may be necessary in order that the net amounts received by Licensor after such withholding or deduction shall equal the amount which would have been receivable in respect of this Agreement in the absence of such withholding or deduction.

5.5	Licensees agree that late charges shall accrue at a rate of 1 1/2% per month (and be added to the License Fee payable hereunder) on any amounts due and unpaid to Licensor within 15 days after the date due as provided for in this Article 5.

5.6

Licensor shall have the right once each calendar year, and at its expense, and upon reasonable advance notice to Licensees to have a certified public accountant audit, during normal business hours, at Licensees’ designated place of business, the books and records of Licensees, which relate to the Face Amounts (as defined in Paragraph 1.3 herein), in order to verify (i) Licensees’ calculations of the License Fees stated in the Payment Reports provided by Licensees to Licensor pursuant to this Agreement, and (ii) the elements used in such calculations. Licensees shall make all payments required to be made to eliminate any discrepancy revealed by the audit performed by the certified public accountant. If as a result of any such audit of Licensees’ books and records, it is shown that Licensees’ payment made to Licensor hereunder was less than the amount which should have been paid by an amount equal to five (5) percent or more of the payment actually made for the period in question, Licensees shall also reimburse Licensor for the reasonable costs of such audit and pay to Licensor interest on the discrepancy at the prime commercial lending rate of Citibank, N.A., as publicly announced and in effect in the City of New York on the date of the report of such audit, from the date such discrepancy was due to the date of payment. Notwithstanding anything herein to the contrary, if as a result of any such audit of Licensees’ books and records, it is shown that Licensees’ payment made to Licensor hereunder was less than the amount which should have been paid by an amount equal to ten (10) percent or more of the payment actually made for the period in question, Licensor shall be entitled to terminate this Agreement upon thirty (30) days’ written notice to Licensees, subject to cure by Licensees under Paragraph 11.3 herein. In the event Licensor exercises its right to terminate this Agreement pursuant to the immediately preceding sentence in this Paragraph 5.6, Licensees shall remain liable for all amounts due to Licensor hereunder.

6.	DISCLAIMER OF WARRANTIES

LICENSOR DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE MARKET DATA OR ANY DATA USED TO CREATE IT. LICENSOR DOES NOT GUARANTEE THE UNINTERRUPTED OR UNDELAYED CREATION OR DISSEMINATION OF THE MARKET DATA OR ANY DATA USED IN CREATING IT. LICENSOR MAKES NO WARRANTY, EXPRESS OR IMPLIED, THAT LICENSEES’ USE OF THE MARKET DATA OR ANY DATA USED TO CREATE IT WILL NOT INFRINGE ANY INTELLECTUAL PROPERTY RIGHT OF ANY ENTITY, INCLUDING ANY OTHER INTELLECTUAL PROPERTY RIGHT OF NYMEX. LICENSOR MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEES OR ANY OTHER PERSON OR ENTITY, FROM THE USE OF THE MARKET DATA OR ANY DATA, USED TO CREATE IT, IN CONNECTION WITH THE USE LICENSED UNDER THIS AGREEMENT OR FOR ANY OTHER USE. LICENSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE MARKET DATA OR ANY DATA USED IN CREATING IT.

7.	LIMITATIONS OF LIABILITY

IN NO EVENT SHALL LICENSOR, IT SUBSIDIARIES, OR ITS AFFILIATES, OR THEIR RESPECTIVE MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES OR AGENTS, HAVE ANY LIABILITY WHATSOEVER TO LICENSEES OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES, WHETHER DIRECT, SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL (INCLUDING LOST PROFITS), ARISING FROM THE USE OF, OR THE INABILITY TO USE THE MARKET DATA, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

8.	ALTERNATIVE LIMITATION OF LIABILITY

In the event that the disclaimer of warranties and limitations of liability set forth in Paragraphs 6 and 7 above, respectively, are deemed invalid or ineffective by a court of competent jurisdiction, neither Licensor, nor its subsidiaries, nor its affiliates, nor their respective members, directors, managers, officers, employees or agents, shall be liable to Licensees or any other person or entity for any damage arising out of Licensees’ use of the Market Data in connection with issuance, promotion, valuation, marketing and sale of the Securities, any interruption or delay by Licensor in the creation or dissemination of the Market Data, or any inability of Licensees to use any of the Market Data, beyond the actual amount of the damage (even if Licensor is found liable by any court).

Licensees shall ensure that there is the following disclaimer stated conspicuously in the Prospectus (including any supplement thereto), on Licensees’ respective websites (including, but not limited to, www.unitedstatesoilfund.com and www.unitedstatesnaturalgasfund.com ), and in all offering, marketing, and promotional materials used or furnished by Licensees in connection with the Securities and in which the Marks are used.

“NEW YORK MERCANTILE EXCHANGE, INC. (i) DOES NOT IN ANY WAY PARTICIPATE IN THE OFFERING, SALE, OR ADMINISTRATION OF THE UNITS, OR ANY PAYMENTS TO BE MADE ON ANY OF THE UNITS, (ii) DOES NOT IN ANY WAY ENSURE THE ACCURACY OF ANY OF THE STATEMENTS MADE IN THE PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT OR THIS DOCUMENT, (iii) IS NOT LIABLE FOR ANY ERROR OR OMISSION IN ANY SETTLEMENT PRICE USED IN CONNECTION WITH THE UNITS, AND (iv) IS NOT IN ANY WAY AN OFFEROR OF THE UNITS.”

10.

INDEMNIFICATION

10.1

Licensees shall defend, indemnify and hold Licensor, its affiliates and subsidiary, and their respective members, directors, managers, officers, employees and agents (collectively, “Licensor Indemnitees”), harmless from and against any and all liability, losses, claims, damages, settlements, judgments, costs and expenses, including, but not limited to, reasonable legal fees, which any of Licensor Indemnitees may suffer as a result of any claim by any person arising from (a) the offering for sale, marketing, sale, or payment of any of the Securities, or (b) use by any of Licensees of, or the inability of any of Licensees to use, Market Data, or (c) use by any of Licensees of any of the Marks as licensed herein (other than a claim against Licensees of the type as to which Licensor indemnifies Licensees hereunder), provided that Licensees are promptly notified in writing of any such claim. Licensees shall not have the exclusive right to control the defense of such claim. In no event shall Licensees settle or compromise any claim described above without Licensor’s prior written approval, which approval shall not be unreasonably withheld, unless (i) such settlement requires only the payment of money by any of Licensees and (ii) Licensees, as part of such settlement, secure a full and complete release of the Licensor Indemnitees from the claim and any liability thereunder. Licensor shall be deemed to have reasonably withheld consent to a settlement where such settlement would or may impair any intellectual property or contractual rights of or claimed by Licensor. Licensor shall have the right, at its own cost and expense, to assist in the defense of any such claim and to be personally represented by counsel of its choice.

10.2

Licensor shall defend, indemnify and hold Licensees and their respective general partners, directors, managers, officers, employees and agents (collectively, “Licensee Indemnitees”), harmless from and against any and all liability, losses, claims, damages, settlements, judgments, costs and expenses, including, but not limited to, reasonable legal fees, which any of Licensee Indemnitees may suffer as a result of any claim by any person that the Market Data or use by any of Licensees of the Marks infringe or violate the patent, copyright, license, trade secret, trademark or other intellectual property rights of such person, provided that (i) Licensees’ use of the Market Data and Marks are in accordance with the terms of this Agreement, (ii) any such claim of infringement or violation of trademark rights is brought in a jurisdiction in which Licensor owns registrations for the Marks, (iii) Licensor is promptly notified in writing of any such claim, and (iv) Licensor shall have the exclusive right to control the defense of such claim. Licensees shall have the right, at their own cost and expense, to assist in the defense of any such claim and to be personally represented by counsel of their choice. Licensor’s indemnification as set forth herein shall not extend to any claim by Licensor that use by any of Licensees of the Market Data or the Marks infringes any intellectual property right of Licensor not expressly licensed to Licensees herein.

11.

TERM AND TERMINATION

11.1	Unless earlier terminated as provided in Paragraphs 5.6 or 11.3 herein, this Agreement shall become effective as of the Effective Date, and shall remain in effect for an initial term through the Termination Date.

11.2

At the end of the initial term and any extended term thereafter, the Agreement shall be automatically renewed for further periods of one (1) year each, on the same terms and conditions, unless either Licensor, on the one hand, or Licensees, on the other hand, give notice to the other in writing, no later than 180 days prior to the end of the then existing term, that the party giving notice is exercising its option to terminate the Agreement effective the last day of the then existing term. In the event such notice is given in accordance with the immediately preceding sentence in this Paragraph 11.2, this Agreement shall terminate on the last day of the term during which such notice was given.

11.3	Notwithstanding anything herein to the contrary, this Agreement may be terminated immediately in the event of a breach by any of Licensees or Licensor of any material term hereof, which breach remains uncured fifteen (15) days after delivery of notice to the breaching party thereof.

11.4

Upon termination of this Agreement, Licensees shall cease all use of the Market Data and Marks licensed hereunder and immediately pay to Licensor all amounts due and owing to Licensor hereunder up to and including the date of termination. Except as expressly set forth herein, upon termination, this Agreement shall be of no further force and effect.

All notices or communications to be given under this Agreement shall be in writing, in the English language only, and delivered either by (a) hand with written confirmation of receipt required, (b) internationally recognized overnight courier (e.g., Federal Express, UPS or DHL) providing written confirmation of delivery, or (c) registered or certified mail, return receipt requested, postage prepaid, to the Parties at their respective addresses set forth below, or at such other address as either party may from time to time designate by prior written notice to the other. All notices will be deemed given when delivered personally, if mailed by registered or certified mail, five (5) days from the date of mailing, or if delivered by overnight courier, 72 hours after being delivered to such overnight courier.

If to Licensor:
	New York Mercantile Exchange, Inc.
	One North End Avenue
	World Financial Center
	New York, NY 10282
	Attention: General Counsel

If to Licensees:
	Victoria Bay Asset Management, LLC
	1320 Harbor Bay Parkway, Suite 145
	Alameda, California 94502
	Attention: Nicholas Gerber

13.

ASSIGNMENT

Neither Licensor, on the one hand, nor any of Licensees, on the other hand, shall make or suffer any transfer, assignment, license, sublicense, or other disposition of any right or interest under this Agreement without the prior written consent of the other party, which written consent shall not be unreasonably withheld, and any purported transfer, assignment, license, sublicense or other disposition of any such right or interest without the other party’s prior written consent shall be null and void and of no effect. Notwithstanding the foregoing, (a) Licensor shall be entitled to assign its rights and obligations hereunder to any successor in interest to all or substantially all of its business or assets, and (b) any general partner, affiliate, agent and service provider of the Licensees may use the Market Data and the Marks, subject to the same conditions and terms herein as apply to Licensees’ use of the Market Data and Marks, in connection with the issuance, promotion, valuation, marketing and sales of the Securities, provided that (i) Licensor approves of such use, in writing in advance, by such general partner, affiliate, agent and service provider, which approval shall not be unreasonably withheld, and (ii) Licensees shall ensure that each such general partner, affiliate, agent and service provider agrees in writing in advance to be bound by the same terms and conditions herein as apply to Licensees’ use of the Market Data and Marks and such signed writing is promptly furnished to Licensor. Licensor shall be deemed to have reasonably withheld approval under this Article 13 if the person to whom Licensees intend to transfer, assign, license, sublicense, or make any other disposition of any right or interest under this Agreement or whom Licensees intend may use the Market Data and Marks is a litigant adverse to or a competitor of, or is an affiliate, parent, or subsidiary of a litigant adverse to or a competitor of Licensor or any of its subsidiaries, parents, or affiliates.

14.

AMENDMENTS

This Agreement may not be modified, altered, amended, changed, waived, or superseded except by agreement in writing signed by the Parties.

No provision of this Agreement may be waived except by a written instrument signed by the party charged with the waiver. Neither the delay nor failure of either Licensor or Licensees in exercising any right with the respect to any breach or default by the other under any provision of this Agreement, nor the partial or single exercise thereof, shall be deemed to constitute a waiver of such right with respect to any other breach or default by such other under that or any other provision of this Agreement. Furthermore, no breach, default or threatened breach or default, under any provision of this Agreement, by either Licensor or Licensees shall relieve the other of its obligations or liabilities under this Agreement. Nothing in the foregoing sentence shall be construed to (a) limit the right of Licensor to terminate this Agreement pursuant to Paragraph 11.3 herein or (b) impose on or require the performance of any obligation by Licensor following termination pursuant to said Paragraph. Nothing in this Article shall be construed to (a) limit the rights of Licensor to terminate this Agreement pursuant to Article 11 herein, or otherwise under the law, including but not limited to terminating for uncured breach hereof by any of Licensees or (b) impose any obligation on Licensor, or require the performance of any obligation herein by Licensor following termination of this Agreement.

16.

GOVERNING LAW

This Agreement is made in, and shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of law principles. The Parties hereby consent to the exclusive jurisdiction of the state and federal courts located in the County of New York, State of New York for the purpose of any action or proceeding brought by any of them in connection with this Agreement or any alleged breach thereof. Licensees hereby consent and agree to the exercise of personal jurisdiction over each of Licensees by any such court in the County and State of New York in any action or proceeding brought by Licensor against Licensees or any of them in connection with this Agreement or any alleged breach thereof. Licensees hereby waive any objection to venue for any such action or proceeding in any such court in the County and State of New York. Licensees hereby agree that Licensor may make effective service of the summons and complaint in any such action or proceeding on any of Licensees by use of an internationally recognized courier (e.g., Federal Express, UPS, or DHL), or registered or certified mail, return receipt requested, postage prepaid, addressed to Licensees or such of Licensees as are named as defendants in such action or proceeding and to the attention of the individual as identified in Article 12 of this Agreement.

17.

SEVERABILITY

The invalidity or unenforceability of any term or provision of this Agreement shall in no way affect the remaining terms and provisions hereof, and such invalid or unenforceable provision shall be replaced by a mutually acceptable provision of like economic intent and effect.

18.

BINDING EFFECT

This Agreement shall be binding upon and inure to the benefit of the Parties, and their respective permitted successors and assigns.

19.

CONSTRUCTION

Whenever the word “person” or “persons” is used in this Agreement, it shall be deemed to include but is not limited to a natural person, firm, partnership, corporation, proprietorship, limited liability company, association or any other organization. Article titles in no way limit or modify the contents of their respective paragraphs and are for reference purposes only. As used herein, the singular of any term includes the plural and the plural means the singular, whenever the context so requires.

20.

ENTIRE AGREEMENT

This Agreement constitutes the entire understanding of the Parties with respect to the subject matter hereof, and supersedes all previous negotiations, representations and agreements, if any, with respect thereto between the Parties.

21.

SURVIVAL

Notwithstanding anything to the contrary contained in this Agreement, (a) Articles 1, 3, 4, 6, 7, 8, 10, 12 and 15 through 21 hereof, (b) Paragraph 11.4 hereof, and (c) Licensees’ obligation to pay Licensor all amounts due hereunder up to and including the date of termination of this Agreement, shall survive termination of this Agreement.

22.

COUNTERPARTS

This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all of which, when taken together, shall constitute one and the same instrument.

IN WITNESS WHEREOF , the Parties hereto have caused this Agreement to be duly executed and delivered by their respective authorized officers as of the date set forth above.

NEW YORK MERCANTILE EXCHANGE, INC.

By:	/s/ James Newsome
	Name:	James Newsome
	Title:	President

UNITED STATES OIL FUND, LP

By:	Victoria Bay Asset Management, LLC, General Partner

By:	/ s / Nicholas Gerber
	Name:	Nicholas Gerber
	Title:	Managing Member of Victoria Bay Asset Management, LLC

UNITED STATES NATURAL GAS FUND, LP

By:	Victoria Bay Asset Management, LLC, General Partner

By:	/ s / Nicholas Gerber
	Name:	Nicholas Gerber
	Title:	Managing Member of Victoria Bay Asset Management, LLC

UNITED STATES GASOLINE FUND, LP

By:	Victoria Bay Asset Management, LLC, General Partner

By:	/ s / Nicholas Gerber
	Name:	Nicholas Gerber
	Title:	Managing Member of Victoria Bay Asset Management, LLC

UNITED STATES HEATING OIL FUND, LP

By:	Victoria Bay Asset Management, LLC, General Partner

By:	/ s / Nicholas Gerber
	Name:	Nicholas Gerber
	Title:	Managing Member of Victoria Bay Asset Management, LLC

VICTORIA BAY ASSET MANAGEMENT, LLC

By:	/ s / Nicholas Gerber
	Name:	Nicholas Gerber
	Title:	Managing Member

EXHIBIT A

MARKET DATA

Settlement Prices:

·	NYMEX Light, Sweet Crude Oil (for delivery in Cushing, Oklahoma)

·	NYMEX Natural Gas (for delivery at Henry Hub, Louisiana)

·	NYMEX Reformulated Gasoline Blendstock for Oxygen Blending (RBOB) (for delivery in New York harbor)

·	NYMEX Heating Oil (for delivery in New York harbor)

EXHIBIT B

SAMPLE COVER PAGE TO PAYMENT REPORT

[Date]

Re:

License Fee from Victoria Bay Asset Management, LLC, United States Oil Fund, LP, United States Natural Gas Fund, LP, United States Gasoline Fund, LP, and United States Heating Oil Fund, LP, covering the quarter beginning _______________ to ______________.

The daily Face Amount for each type of Securities (i.e., Crude Oil Securities, Natural Gas Securities, Gasoline Securities, and Heating Oil Securities) was calculated for each day as follows: the number of that type of Securities outstanding on that day X the net asset value of each of that type of Securities.

The License Fee for this quarter was calculated as the sum of daily calculated License Fees according to the following formula: daily License Fee = [(Total Face Amount up to and including $1 billion X [ **THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.**] ) ÷ 365] + [(Total Face Amount over $1 billion X [ **THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.**] ) ÷ 365]. On days that the Securities were not traded, the Total Face Amounts for the respective License Fees were those determined on the previous day on which the Securities were traded. In the event that either (x) the Effective Date was not the first day of a Payment Quarter or (y) the Termination Date was not the last day of a Payment Quarter, then the payment for the relevant Payment Quarter were calculated based on the actual days in the Payment Quarter.

The License Fee due to NYMEX from Victoria Bay Asset Management, LLC, United States Oil Fund, LP, United States Natural Gas Fund, LP, United States Gasoline Fund, LP, and United States Heating Oil Fund, LP for this quarter is $ [numerical amount]. [Please invoice the Victoria Bay Asset Management, LLC Finance Department for this amount.]

EXHIBIT C

Sample Securities Report

A Date	B Number of Crude Oil Securities Outstanding	C Net Asset Value of Each Security	D Product of B Multiplied by C

A Date	B Number of Natural Gas Securities Outstanding	C Net Asset Value of Each Security	D Product of B Multiplied by C

A Date	B Number of Gasoline Securities Outstanding	C Net Asset Value of Each Security	D Product of B Multiplied by C

A Date	B Number of Heating Oil Securities Outstanding	C Net Asset Value of Each Security	D Product of B Multiplied by C

EXHIBIT D

IN ORDER TO VIEW ANY SETTLEMENT PRICES OF NEW YORK MERCANTILE EXCHANGE, INC. ON THIS WEBSITE, VIEWER MUST SELECT THE “OK” OPTION BELOW. BY MAKING THAT SELECTION, VIEWER AGREES TO THE TERMS OF THE AGREEMENT RESTRICTING USAGE OF ANY SUCH SETTLEMENT PRICES, WHICH TERMS AND AGREEMENT CAN BE VIEWED BY CLICKING ON THE WORD “AGREEMENT” ABOVE.

O OK

O Cancel

EXHIBIT E

Viewing and Usage Agreement

NEW YORK MERCANTILE EXCHANGE, INC. ("NYMEX") PERMITS ACCESS TO VIEWING, ON THE WEBSITE OF [insert name of the fund and, in parentheses, the defined, abbreviated name of the fund, e.g., UNITED STATES NATURAL GAS FUND, LP (“USNG”)] , NYMEX MARKET DATA (AS DEFINED BELOW) ONLY IF YOU, VIEWER, AGREE TO THE BELOW TERMS. THIS PAGE MAY BE PRINTED SO THAT YOU CAN RETAIN A HARD COPY OF IT.

"NYMEX Market Data" means herein the current business day’s settlement prices for the [insert light sweet crude oil, natural gas, gasoline, or heating oil] futures contracts traded on NYMEX for delivery in the next month and/or the month immediately thereafter, and the two months immediately thereafter and all information and data derived from the foregoing that convey information substantially equivalent to NYMEX Market Data.

Viewer agrees that NYMEX has exclusive and valuable property rights in and to NYMEX Market Data, that it constitutes valuable confidential information, trade secrets, and/or proprietary rights of NYMEX, not within the public domain, and that, but for this Agreement, the viewer would have no rights or access to NYMEX Market Data.

Viewer agrees not to use, disseminate, or copy any of the NYMEX Market Data other than as expressly permitted in this Agreement. Viewer may use NYMEX Market Data only for viewer's (a) trading, for viewer's own account or the account of viewer's customers, of commodity futures contracts, options on commodity futures contracts, similar instruments, or the securities issued by [insert defined, abbreviated name of the fund, e.g., USNG] (the “Securities”), or (b) evaluating, for viewer's own internal business decisions or advice to viewer's customers, the movements or trends in markets for any of the foregoing, subject to the limitations set forth below. Viewer also agrees that he or she will not communicate, or permit to be communicated, NYMEX Market Data to any other person, except that viewer may, in the regular course of business, occasionally furnish, to each of viewer's customers, in a quantity restricted to that necessary to enable viewer to conduct viewer's business, a de minimis number of segments of NYMEX Market Data by telephonic communications not entailing the use of computerized voice synthesization or any other technology and must be strictly related to the trading activity of viewer (a) on his or her own behalf or (b) on behalf of his or her customers.

DISCLAIMER OF WARRANTIES. VIEWER AGREES THAT NYMEX MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO NYMEX MARKET DATA, OR THE TRANSMISSION, TIMELINESS, ACCURACY OR COMPLETENESS THEREOF, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR ANY WARRANTIES OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM ANY COURSE OF DEALING OR USAGE OF TRADE.

Viewer agrees that neither NYMEX nor any of its affiliates, nor any of their respective members, directors, officers, employees or agents, guarantees the sequence, accuracy or completeness of NYMEX Market Data, nor shall any of them be liable to viewer, any other individual, or any entity for any delays, inaccuracies, errors or omissions in NYMEX Market Data, or in the transmission thereof, or for any other damages arising in connection with viewer's receipt or use of NYMEX Market Data.

EXHIBIT F

WIRE PAYMENT INSTRUCTIONS

The following exhibit has been omitted and will be supplementally furnished to the Commission upon request.

UNITED STATES NATURAL GAS FUND, LP

Table of Contents


Part I. FINANCIAL INFORMATION		Page
Item 1. Financial Statements		1

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		5

Item 3. Quantitative and Qualitative Disclosures About Market Risk		10

Item 4. Controls and Procedures		10

Part II. OTHER INFORMATION
Item 1A. Risk Factors		11

Item 5. Other Information		11

Item 6. Exhibit Index		11