8-A12B 1 v054949_8a12b.htm
As filed with the Securities and Exchange Commission on October 18, 2006

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-A
 
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
 
United States Natural Gas Fund, LP
(Exact name of registrant as specified in its charter)
     
Delaware
  
20-5576760
(State of incorporation or organization)
  
(I.R.S. Employer Identification No.)
 
1320 Harbor Bay Parkway, Suite 145 Alameda, California
  
94502
(Address of principal executive offices)
  
(Zip Code)
 
If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x

If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o

Securities Act registration statement file number to which this form relates: 333-137871

Securities to be registered pursuant to Section 12(b) of the Act:
 
Title of each class
to be so registered
Name of each exchange on
which each class is to be registered
Units of United States Natural Gas Fund, LP
American Stock Exchange
   
 
Securities to be registered pursuant to Section 12(g) of the Act:
 
None
(Title of class)

 

 
INFORMATION REQUIRED IN REGISTRATION STATEMENT
 
Item 1.
Description of the Registrant's Securities to be Registered
 
The securities to be registered hereby are units of United States Natural Gas Fund, LP (“USNG”). The description of the units contained in the sections entitled “The Units,” “Who is the General Partner?,” “What is the Plan of Distribution?” and “U.S. Federal Income Tax Considerations” in the Prospectus included in USNG’s Registration Statement on Form S-1 (File No. 333-137871) filed with the Securities and Exchange Commission on October 6, 2006 as amended from time to time (the “Registration Statement”), is hereby incorporated by reference herein. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are subsequently filed are hereby also incorporated by reference herein.
 
Item 2. Exhibits
 
The following exhibits to this registration statement on Form 8-A are incorporated by reference from the documents specified which have been filed with the Securities and Exchange Commission.

Exhibit No.
Description
1
USNG’s Form S-1 Registration Statement, as amended (Registration No. 333-137871), filed with the Securities and Exchange Commission on October 6, 2006 (incorporated herein by reference)
2
Form of the First Amended and Restated Limited Partnership Agreement (incorporated herein by reference to Exhibit 3.1 to USNG’s Form S-1 Registration Statement, as amended (Registration No. 333-137871))
3
Certificate of Limited Partnership of the Registrant (incorporated herein by reference to Exhibit 3.2 to USNG’s Form S-1 Registration Statement, as amended (Registration No. 333-137871))



SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.
 
Date: October 16, 2006
     
 
United States Natural Gas Fund LP
 
 		  
 		  
 
  By:  
Victoria Bay Asset Management, LLC
its General Partner
 
   
     
  By:   /s/ Nicholas D. Gerber
 
Nicholas D. Gerber
  President and Chief Executive Officer
 

 

INDEX TO EXHIBITS

Exhibit No.
Description
1
USNG’s Form S-1 Registration Statement, as amended (Registration No. 333-137871), filed with the Securities and Exchange Commission on October 6, 2006 (incorporated herein by reference)
2
Form of the First Amended and Restated Limited Partnership Agreement (incorporated herein by reference to Exhibit 3.1 to USNG’s Form S-1 Registration Statement, as amended (Registration No. 333-137871))
3
Certificate of Limited Partnership of the Registrant (incorporated herein by reference to Exhibit 3.2 to USNG’s Form S-1 Registration Statement, as amended (Registration No. 333-137871))