Unassociated Document
UNITED STATES HEATING OIL FUND, LP
1320 Harbor Bay Parkway, Suite 145
Alameda, CA 94502
(510) 522-3336
April 8, 2011
Ms. Sonia Barros
Special Counsel
Mail Stop 4561
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
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Re:
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United States Heating Oil Fund, LP (“US12OF”)
Request for Withdrawal of Post-Effective Amendment No. 2 to Registration No. 333-142211
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Dear Ms. Barros:
The undersigned Registrant hereby makes application, pursuant to paragraph (a) of Rule 477 under the Securities Act of 1933, as amended, to withdraw Post-Effective Amendment No. 2 to the Registration Statement on Form S-1 (SEC File No. 333-142211), originally filed with the Securities and Exchange Commission (the “Commission”) on April 5, 2011.
Post-Effective Amendment No. 2 was inadvertently filed as a post-effective amendment to the Registrant’s initial registration statement declared effective by the SEC in April 2008. On April 30, 2010, the Registrant’s follow-on registration statement (SEC File No. 333-162718), which also served as a post-effective amendment to the Registrant’s initial public offering (SEC File No. 333-142211), was declared effective by the SEC. Therefore, following the withdrawal of the April 5, 2011 Post-Effective Amendment, the Registrant will immediately file Post-Effective Amendment No. 1 to the current Registration Statement (SEC File No. 333-162718).
No securities were sold in connection with Post-Effective Amendment No. 2 filed on April 5, 2011.
If you have any questions regarding this application, please contact James M. Cain, Esq. of Sutherland Asbill & Brennan LLP at (202) 383-0180.
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Sincerely,
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/s/ Howard Mah |
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Howard Mah
Chief Financial Officer of United States Commodity Funds LLC,
General Partner of United States Heating Oil Fund, LP
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