UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION





WASHINGTON,
D.C. 20549





FORM
10-Q





ý
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the quarterly period ended September 30,
2009


or


o
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the transition period from 
      to





Commission
File No.  000-51926





RIDGEWOOD
ENERGY P FUND, LLC


(Exact
name of registrant as specified in its charter)





Delaware
              (State
      or other jurisdiction of
              incorporation
      or organization)
            
            86-1133315
              (I.R.S.
      Employer
              Identification
      No.)





947
Linwood Avenue, Ridgewood, NJ 07450


(Address
of principal executive offices) (Zip code)





(800)
942-5550


(Registrant’s
telephone number, including area code)





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. Yes ý  
No  o




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).   Yes o
     No o




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





Large
      accelerated filer
            o
            Accelerated
      filer
            oNon-accelerated
      filer
              (Do
      not check if a smaller reporting company)
            o
            Smaller
      reporting company
            x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o  No x




There is
no market for the shares. As of October 29, 2009 there are 933.06 shares
outstanding.












Table of ContentsPagePART
      I - FINANCIAL INFORMATIONItem 1.
              Financial Statements
              3Unaudited Condensed Balance Sheets as of September 30, 2009 and
      December 31, 2008
              3Unaudited Condensed Statements of Operations for the three and
      nine months ended September 30, 2009 and 2008
              4Unaudited Condensed Statements of Cash Flows for the nine
      months ended September 30, 2009 and 2008
              5Notes to Unaudited Condensed Financial
      Statements
              6Item 2.
              Management's Discussion and Analysis of Financial Condition
      and Results of Operations
              12Item 3.
              Quantitative and Qualitative Disclosures about Market
      Risk
              18Item 4.
              Controls and Procedures
              18PART
      II - OTHER INFORMATIONItem 1.
              Legal Proceedings
              18Item 1A.
              Risk Factors
              18Item 2.
              Unregistered Sales of Equity Securities and Use of
      Proceeds
              18Item 3.
              Defaults Upon Senior Securities
              18Item 4.
              Submission of Matters to a Vote of Security
      Holders
              19Item 5.
              Other Information
              19Item 6.
              Exhibits
              19SIGNATURES
              20




2
 Table of Contents




PART
      I - FINANCIAL INFORMATIONITEM 1.  FINANCIAL STATEMENTSRIDGEWOOD ENERGY P FUND, LLCUNAUDITED
      CONDENSED BALANCE SHEETS(in
      thousands, except share data)September
      30,
              
              
              December
      31,2009
              
              
              2008ASSETSCurrent
      assets:Cash
      and cash equivalents
              
              $
              6,804
              
              
              $
              17,782Short-term
      investment in marketable securities
              
              
              6,997
              
              
              
              -Production
      receivable
              
              
              643
              
              
              
              223Other
      current assets
              
              
              137
              
              
              
              156Total
      current assets
              
              
              14,581
              
              
              
              18,161Salvage
      fund
              
              
              1,159
              
              
              
              1,139Oil
      and gas properties:Advances
      to operators for working interests and expenditures
              
              
              153
              
              
              
              -Unproved
      properties
              
              
              365
              
              
              
              -Proved
      properties
              
              
              29,565
              
              
              
              29,246Less:  accumulated
      depletion and amortization
              
              
              (15,555
              )
              
              
              (9,710
              )Total
      oil and gas properties, net
              
              
              14,528
              
              
              
              19,536Total
      assets
              
              $
              30,268
              
              
              $
              38,836LIABILITIES
      AND MEMBERS' CAPITALCurrent
      liabilities:Due
      to operators
              
              $
              577
              
              
              $
              2,338Accrued
      expenses
              
              
              174
              
              
              
              78Total
      current liabilities
              
              
              751
              
              
              
              2,416Asset
      retirement obligations
              
              
              980
              
              
              
              957Total
      liabilities
              
              
              1,731
              
              
              
              3,373Commitments
      and contingencies (Note 8)Members'
      capital:Manager:Distributions
              
              
              (2,533
              )
              
              
              (2,464
              )Retained
      earnings
              
              
              400
              
              
              
              291Manager's
      total
              
              
              (2,133
              )
              
              
              (2,173
              )Shareholders:Capital
      contributions (1,335 shares authorized;933.06
      issued and outstanding)
              
              
              138,344
              
              
              
              138,344Syndication
      costs
              
              
              (15,898
              )
              
              
              (15,898
              )Distributions
              
              
              (14,359
              )
              
              
              (13,964
              )Accumulated
      deficit
              
              
              (77,417
              )
              
              
              (70,846
              )Shareholders'
      total
              
              
              30,670
              
              
              
              37,636Total
      members' capital
              
              
              28,537
              
              
              
              35,463Total
      liabilities and members' capital
              
              $
              30,268
              
              
              $
              38,836
  The
accompanying notes are an integral part of these unaudited condensed financial
statements.




3
 Table of Contents




RIDGEWOOD ENERGY P FUND, LLCUNAUDITED
      CONDENSED STATEMENTS OF OPERATIONS(in
      thousands, except per share data)Three
      months ended September 30,
              
              
              Nine
      months ended September 30,2009
              
              
              2008
              
              
              2009
              
              
              2008RevenueOil
      and gas revenue
              
              $
              1,891
              
              
              $
              4,256
              
              
              $
              3,769
              
              
              $
              14,888ExpensesDepletion
      and amortization
              
              
              2,503
              
              
              
              1,935
              
              
              
              4,940
              
              
              
              6,511Impairment
      of proved properties
              
              
              -
              
              
              
              -
              
              
              
              905
              
              
              
              -Dry-hole
      costs
              
              
              1,385
              
              
              
              104
              
              
              
              1,853
              
              
              
              10,189Management
      fees to affiliate (Note 6)
              
              
              422
              
              
              
              453
              
              
              
              1,271
              
              
              
              1,481Operating
      expenses
              
              
              294
              
              
              
              359
              
              
              
              899
              
              
              
              904General
      and administrative expenses
              
              
              175
              
              
              
              117
              
              
              
              404
              
              
              
              522Total
      expenses
              
              
              4,779
              
              
              
              2,968
              
              
              
              10,272
              
              
              
              19,607(Loss)
      income from operations
              
              
              (2,888
              )
              
              
              1,288
              
              
              
              (6,503
              )
              
              
              (4,719
              )Other
      incomeInterest
      income
              
              
              11
              
              
              
              105
              
              
              
              41
              
              
              
              472Net
      (loss) income
              
              $
              (2,877
              )
              
              $
              1,393
              
              
              $
              (6,462
              )
              
              $
              (4,247
              )Manager
      InterestNet
      income
              
              $
              114
              
              
              $
              488
              
              
              $
              109
              
              
              $
              1,649Shareholder
      InterestNet
      (loss) income
              
              $
              (2,991
              )
              
              $
              905
              
              
              $
              (6,571
              )
              
              $
              (5,896
              )Net
      (loss) income per share
              
              $
              (3,206
              )
              
              $
              970
              
              
              $
              (7,042
              )
              
              $
              (6,319
              )
 The
accompanying notes are an integral part of these unaudited condensed financial
statements.




4
 Table of Contents




RIDGEWOOD ENERGY P FUND, LLCUNAUDITED
      CONDENSED STATEMENTS OF CASH FLOWS(in
      thousands)Nine
      months ended September 30,2009
              
              
              2008Cash
      flows from operating activitiesNet
      loss
              
              $
              (6,462
              )
              
              $
              (4,247
              )Adjustments
      to reconcile net loss to net cashprovided
      by operating activities:Depletion
      and amortization
              
              
              4,940
              
              
              
              6,511Impairment
      of proved properties
              
              
              905
              
              
              
              -Dry-hole
      costs
              
              
              1,853
              
              
              
              10,189Accretion
      expense
              
              
              23
              
              
              
              17Interest
      earned on marketable securities
              
              
              (3
              )
              
              
              (185
              )Changes
      in assets and liabilities:(Increase)
      decrease in production receivable
              
              
              (420
              )
              
              
              1,327Decrease
      (increase) in other current assets
              
              
              9
              
              
              
              (63
              )(Decrease)
      increase in due to operators
              
              
              (315
              )
              
              
              99Increase
      in accrued expenses
              
              
              96
              
              
              
              33Net
      cash provided by operating activities
              
              
              626
              
              
              
              13,681Cash
      flows from investing activitiesPayments
      to operators for working interests and expenditures
              
              
              (153
              )
              
              
              -Capital
      expenditures for oil and gas properties
              
              
              (3,973
              )
              
              
              (12,511
              )Proceeds
      from the maturity of investments
              
              
              -
              
              
              
              29,815Investment
      in marketable securities
              
              
              (6,994
              )
              
              
              (10,000
              )Interest
      reinvested in salvage fund
              
              
              (20
              )
              
              
              (21
              )Net
      cash (used in) provided by investing activities
              
              
              (11,140
              )
              
              
              7,283Cash
      flows from financing activitiesDistributions
              
              
              (464
              )
              
              
              (13,395
              )Net
      cash used in financing activities
              
              
              (464
              )
              
              
              (13,395
              )Net
      (decrease) increase in cash and cash equivalents
              
              
              (10,978
              )
              
              
              7,569Cash
      and cash equivalents, beginning of period
              
              
              17,782
              
              
              
              13,878Cash
      and cash equivalents, end of period
              
              $
              6,804
              
              
              $
              21,447Supplemental
      schedule of non-cash investing activitiesAdvances
      used for capital expenditures in oil and gas properties reclassified to
      dry-hole costs
              
              $
              -
              
              
              $
              1,866
  The
accompanying notes are an integral part of these unaudited condensed financial
statements.




5
 Table of Contents





RIDGEWOOD ENERGY P FUND, LLC


NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS




1.   Organization
and Purpose





The
Ridgewood Energy P Fund, LLC (the "Fund”), a Delaware limited liability company,
was formed on March 21, 2005 and operates pursuant to a limited liability
company agreement (the “LLC Agreement") dated as of May 16, 2005 by and among
Ridgewood Energy Corporation (the "Manager") and the shareholders of the Fund.
The Fund was organized to acquire interests in oil and natural gas properties
located in the United States offshore waters of Texas, Louisiana and Alabama in
the Gulf of Mexico.





The
Manager has direct and exclusive control over the management of the Fund's
operations. With respect to project investments, the Manager locates potential
projects, conducts appropriate due diligence and negotiates and completes the
transactions in which the investments are made. The Manager performs, or
arranges for the performance of, the management, advisory and administrative
services required for Fund operations. Such services include, without
limitation, the administration of shareholder accounts, shareholder relations
and the preparation, review and dissemination of tax and other financial
information.  In addition, the Manager provides office space,
equipment and facilities and other services necessary for Fund
operations.  The Manager also engages and manages the contractual
relations with unaffiliated custodians, depositories, accountants, attorneys,
broker-dealers, corporate fiduciaries, insurers, banks and others as
required.  See Notes 2, 6 and 8.





2.   Summary
of Significant Accounting Policies





Basis
of Presentation


These
unaudited interim condensed financial statements have been prepared by the
Fund’s management in accordance with accounting principles generally accepted in
the United States of America (“GAAP”) and in the opinion of management, contain
all adjustments (consisting of only normal recurring adjustments) necessary to
present fairly the Fund’s financial position, results of operations and cash
flows for the periods presented. Certain information and note disclosures
normally included in annual financial statements prepared in accordance with
GAAP have been omitted in these unaudited interim condensed financial
statements.  The results of operations, financial position, and cash
flows for the periods presented herein are not necessarily indicative of future
financial results.  These unaudited interim condensed financial
statements should be read in conjunction with the Fund’s December 31, 2008
financial statements and notes thereto included in the Fund’s Annual Report on
Form 10-K filed with the Securities and Exchange Commission
(“SEC”).  The year-end condensed balance sheet data was derived from
audited financial statements, but does not include all disclosures required by
GAAP.  The Fund has assessed the impact of subsequent events through
October 29, 2009, the date of issuance of its financial statements, and has
concluded that there were no such events that require adjustment to, or
disclosure in, the notes to the financial statements.





Use
of Estimates


The
preparation of financial statements in conformity with GAAP requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities as of the date
of the financial statements and the reported amounts of revenue and expense
during the reporting period. On an ongoing basis, the Manager reviews its
estimates, including those related to property balances, determination of proved
reserves, impairments and asset retirement obligations.  Actual
results may differ from those estimates.





Cash
and Cash Equivalents


All
highly liquid investments with maturities, when purchased, of three months or
less are considered cash and cash equivalents.  At times, bank
deposits may be in excess of federally insured limits.  At September
30, 2009 bank balances exceeded federally insured limits by $1.6 million, all of
which was invested in money market accounts that invest
solely in U.S. Treasury bills and notes.  Effective October 2008
through December 31, 2013, federally insured limits have been increased from
$0.1 million to $0.25 million for interest bearing
deposits.  Additionally, non-interest bearing deposits are fully
insured through December 31, 2009, after which they will be included in the
$0.25 million limits.





6
 Table of Contents





Investments in Marketable
Securities


At times,
the Fund may invest in U.S. Treasury bills and notes.  These
investments are considered short-term when their maturities are one year or
less, and long-term when their maturities are greater than one
year.  At September 30, 2009, the Fund had $7.0 million in short-term
investments, which mature in December 2009, that are classified as
held-to-maturity. The Fund had no short-term investments that were classified as
held-to-maturity at December 31, 2008.  Held-to-maturity investments
are those securities that the Fund has the ability and intent to hold until
maturity, and are recorded at cost plus accrued income, adjusted for the
amortization of premiums and discounts, which approximates fair
value.





For all
investments, interest income is accrued as earned and amortization of premium or
discount, if any, is included in interest income.





Salvage
Fund


The Fund
deposits in a separate interest-bearing account, or salvage fund, money to
provide for the dismantling and removal of production platforms and facilities
and plugging and abandoning its wells at the end of their useful lives, in
accordance with applicable federal and state laws and regulations.  At
September 30, 2009, the Fund had investments in U.S. Treasury securities within
its salvage fund that are classified as held-to-maturity, totaling $1.1 million,
which mature in February 2012.





Interest
earned on the account will become part of the salvage fund.  There are
no legal restrictions on withdrawals from the salvage fund.





Oil
and Gas Properties


The Fund
invests in oil and gas properties, which are operated by unaffiliated entities
that are responsible for drilling, administering and producing activities
pursuant to the terms of the applicable operating agreements with working
interest owners. The Fund's portion of exploration, drilling, operating and
capital equipment expenditures is billed by operators.





The
successful efforts method of accounting for oil and gas producing activities is
followed. Acquisition costs are capitalized when incurred.  Other oil
and gas exploration costs, excluding the costs of drilling exploratory wells,
are charged to expense as incurred.  The costs of drilling exploratory
wells are capitalized pending the determination of whether the wells have
discovered proved commercial reserves.  If proved commercial reserves
have not been found, exploratory drilling costs are expensed to dry-hole
expense.  Costs to develop proved reserves, including the costs of all
development wells and related facilities and equipment used in the production of
oil and gas, are capitalized.  Expenditures for ongoing repairs and
maintenance of producing properties are expensed as incurred.





Upon the
sale or retirement of a proved property, the cost and related accumulated
depletion and amortization will be eliminated from the property accounts, and
the resultant gain or loss is recognized.  Upon the sale or retirement
of an unproved property, gain or loss on the sale is
recognized.





Capitalized
acquisition costs of producing oil and gas properties are depleted by the
units-of-production method.





As of
September 30, 2009 and December 31, 2008, amounts recorded in due to operators
totaling $0.4 million and $1.9 million, respectively, related to capital
expenditures for oil and gas properties.





Advances
to Operators for Working Interests and Expenditures


The
Fund’s acquisition of a working interest in a well or a project requires it to
make a payment to the seller for the Fund’s rights, title and
interest.  The Fund may be required to advance its share of estimated
cash expenditures for the succeeding month’s operation. The Fund accounts for
such payments as advances to operators for working interests and
expenditures.  As drilling costs are incurred, the advances are
reclassified to unproved properties.





Asset
Retirement Obligations


For oil
and gas properties, there are obligations to perform removal and remediation
activities when the properties are retired.   When a project reaches
drilling depth and is determined to be either proved or dry, an asset retirement
obligation is incurred. Plug and abandonment costs associated with unsuccessful
projects are expensed as dry-hole costs.  The
following table presents changes in asset retirement obligations for the nine
months ended September 30, 2009 and the year ended December 31,
2008.





7
 Table of Contents




September
      30, 2009
              
              
              December
      31, 2008(in
      thousands)Balance,
      beginning of period
              
              $
              957
              
              
              $
              454Liabilities
      incurred
              
              
              -
              
              
              
              426Liabilities
      settled
              
              
              -
              
              
              
              -Accretion
      expense
              
              
              23
              
              
              
              24Revisions
      to previous estimates
              
              
              -
              
              
              
              53Balance,
      end of period
              
              $
              980
              
              
              $
              957


As
indicated above, the Fund maintains a salvage fund to provide for the funding of
future asset retirement obligations.





Syndication
Costs


Syndication
costs are direct costs incurred by the Fund in connection with the offering of
the Fund’s shares, including professional fees, selling expenses and
administrative costs payable to the Manager, an affiliate of the Manager and
unaffiliated broker-dealers, which are reflected on the Fund’s balance sheet as
a reduction of shareholders’ capital.





Revenue
Recognition and Imbalances


Oil and
gas revenues are recognized when oil and gas is sold to a purchaser at a
fixed or determinable price, when delivery has occurred and title has
transferred, and if collectibility of the revenue is probable.


The Fund
uses the sales method of accounting for gas production imbalances. The volumes
of gas sold may differ from the volumes to which the Fund is entitled based on
its interests in the properties. These differences create imbalances that are
recognized as a liability only when the properties’ estimated remaining reserves
net to the Fund will not be sufficient to enable the underproduced owner to
recoup its entitled share through production. The Fund’s recorded liability, if
any, would be reflected in other liabilities. No receivables are recorded for
those wells where the Fund has taken less than its share of
production.





Impairment
of Long-Lived Assets


The Fund
reviews the value of its oil and gas properties whenever management determines
that events and circumstances indicate that the recorded carrying value of
properties may not be recoverable.  Impairments of producing
properties are determined by comparing future net undiscounted cash flows to the
net book value at the end of each period.  If the net book value
exceeds the future net undiscounted cash flows, the carrying value of the
property is written down to fair value, which is determined using net discounted
future cash flows from the producing property. The Fund provides for impairments
on unproved properties when it determines that the property will not be
developed or a permanent impairment in value has occurred.  The fair
value determinations require considerable judgment and are sensitive to
change.  Different pricing assumptions, reserve estimates or discount
rates could result in a different calculated impairment.  Given the
volatility of oil and gas prices, it is reasonably possible that the Fund’s
estimate of discounted future net cash flows from proved oil and gas reserves
could change in the near term.  If oil and gas prices decline
significantly, even if only for a short period of time, it is possible that
write-downs of oil and gas properties could occur.





During
the nine months ended September 30, 2009, the Fund recorded an impairment of
$0.9 million related to West Cameron 593 as a result of lower oil and gas
commodity prices.  The carrying value for West Cameron 593 of $6.0 million
was written down to its fair value of $5.1 million.  The fair value of the
impaired well was determined based on level 3 inputs, which include projected
income from proved and probable reserves utilizing forward price curves, net of
anticipated costs, discounted.  No impairments were recorded during the
three months ended September 30, 2009.





Depletion
and Amortization


Depletion
and amortization of the cost of proved oil and gas properties are calculated
using the units-of-production method.  Proved developed reserves are
used as the base for depleting capitalized costs associated with successful
exploratory well costs.  The sum of proved developed and proved
undeveloped reserves is used as the base for depleting or amortizing leasehold
acquisition costs, the costs to acquire proved properties and platform and
pipeline costs.




8
 Table of Contents





Income
Taxes


No
provision is made for income taxes in the financial statements.  The
Fund is a limited liability company, and as such, the Fund’s income or loss is
passed through and included in the tax returns of the Fund’s
shareholders.





Income
and Expense Allocation


Profits
and losses are allocated 85% to shareholders in proportion to their relative
capital contributions and 15% to the Manager, except for interest income and
certain expenses such as dry-hole costs, trust fees, depletion and amortization,
which are allocated 99% to shareholders and 1% to the Manager.





3.   Recent
Accounting Standards





In
June 2009, the Financial Accounting Standards Board (“FASB”) issued
Accounting Standards Codification as the source of GAAP to be applied to
nongovernmental agencies. This guidance explicitly recognizes rules and
interpretive releases of the SEC under authority of federal securities laws as
authoritative GAAP for SEC registrants. It is effective for interim or annual
periods ending after September 15, 2009.  The guidance was adopted for the
third quarter of 2009 and did not have a material impact on the Fund’s financial
statements.





In
May 2009, the FASB issued guidance on subsequent events, which sets forth
general standards of accounting for and disclosure of events that occur after
the balance sheet date but before financial statements are issued or are
available to be issued. The guidance was adopted effective for the second
quarter of 2009 and did not have a material impact on the Fund’s financial
statements.





In
April 2009, the FASB issued guidance on interim disclosures about fair
value of financial instruments, which requires quarterly disclosure of
information about the fair value of financial instruments.  The guidance
was adopted effective for the second quarter of 2009 and did not have a material
impact on the Fund’s financial statements.





In April
2009, the FASB issued guidance on the recognition and presentation of
other-than-temporary impairments, which amends the other-than-temporary
impairment guidance for debt securities to make the guidance more operational
and to improve the presentation and disclosure of other-than-temporary
impairments on debt and equity securities in the financial statements. This
guidance does not amend existing recognition and measurement guidance related to
other-than-temporary impairments of equity securities. This guidance does not
require disclosures for earlier periods presented for comparative purposes at
initial adoption. In periods after initial adoption, this guidance requires
comparative disclosures only for periods ending after initial adoption. The
guidance was adopted effective for the second quarter of 2009 and did not have a
material impact on the Fund’s financial statements.





In
September 2006, the FASB issued guidance related to fair value measurements.
This guidance provides a common definition of fair value as the price that would
be received to sell an asset or paid to transfer a liability in a transaction
between market participants. The FASB also issued guidance on the methods used
to measure fair value and required expanded disclosures related to fair value
measurements. The Fund adopted this guidance for financial assets and financial
liabilities effective January 1, 2008 and for non-financial assets and
non-financial liabilities effective January 1, 2009.  The adoption did not
have a material impact on the Fund’s financial statements.





In
December 2008, the SEC issued Release No. 33-8995, “Modernization of
Oil and Gas Reporting” (“Release No. 33-8995”), amending oil and gas reporting
requirements under Rule 4-10 of Regulation S-X and Industry Guide 2 in
Regulation S-K.  The new requirements provide for consideration of new
technologies in evaluating reserves, allow companies to disclose their probable
and possible reserves to investors, report oil and gas reserves using an average
price based on the prior 12-month period rather than year-end prices, and revise
the disclosure requirements for oil and gas operations.  The final rules
are effective for fiscal years ending on or after
December 31, 2009.  The Fund does not expect the adoption of
Release No. 33-8995 to have a material impact on its financial statements and
disclosures.





9
 Table of Contents





4.   Unproved
Properties - Capitalized Exploratory Well Costs




Leasehold
acquisition and exploratory drilling costs are capitalized pending determination
of whether the well has found proved reserves.  Unproved properties
are assessed on a quarterly basis by evaluating and monitoring if sufficient
progress is made on assessing the reserves.  At September 30, 2009,
the Fund had no unproved properties with capitalized exploratory well costs in
excess of one year.  The following table reflects the net changes in
unproved properties for the nine months ended September 30, 2009 and the year
ended December 31, 2008.




September
      30, 2009
              
              
              December
      31, 2008(in
      thousands)Balance,
      beginning of period
              
              $
              -
              
              
              $
              7,971Additions
      to capitalized exploratory well costspending
      the determination of proved reserves
              
              
              365
              
              
              
              5,444Reclassifications
      to proved properties based onthe
      determination of proved reserves
              
              
              -
              
              
              
              (9,646
              )Capitalized
      exploratory well costs charged todry-hole
      costs
              
              
              -
              
              
              
              (3,769
              )Balance,
      end of period
              
              $
              365
              
              
              $
              -


Capitalized
exploratory well costs are expensed as dry-hole costs in the event that reserves
are not found or are not in sufficient quantities to complete the well and
develop the field.  During the three and nine months ended September
30, 2009 and 2008, the Fund received credits on certain wells from their
respective operators upon review and audit of the wells’
costs.  Dry-hole costs, inclusive of credits, are detailed in the
following table.





Three
      months ended September 30,
              
              
              Nine
      months ended September 30,Lease
      Block
              
              2009
              
              
              2008
              
              
              2009
              
              
              2008(in
      thousands)Eagle
      Project
              
              $
              1,388
              
              
              $
              -
              
              
              $
              1,388
              
              
              $
              -South
      Timbalier 287
              
              
              -
              
              
              
              -
              
              
              
              446
              
              
              
              -High
      Island 38
              
              
              -
              
              
              
              103
              
              
              
              19
              
              
              
              6,510Mississippi
      Canyon 489/490
              
              
              -
              
              
              
              9
              
              
              
              17
              
              
              
              325Eugene
      Island 346/347 well #3
              
              
              1
              
              
              
              -
              
              
              
              5
              
              
              
              550West
      Cameron 109
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              599Walker
      Ridge 155
              
              
              -
              
              
              
              (8
              )
              
              
              (4
              )
              
              
              2,238Other
      wells
              
              
              (4
              )
              
              
              -
              
              
              
              (18
              )
              
              
              (33
              )$
              1,385
              
              
              $
              104
              
              
              $
              1,853
              
              
              $
              10,189


5.   Distributions





Distributions
to shareholders are allocated in proportion to the number of shares
held.  Certain shares have early investment incentive and advance
distribution rights, as defined in the LLC Agreement, which range from
approximately $6 thousand to $12 thousand per share.  The Fund began
making distributions to eligible early investors in December 2007 and to all
investors in October 2008.





The
Manager determines whether available cash from operations, as defined in the LLC
Agreement, will be distributed.  Such distributions are allocated 85%
to the shareholders and 15% to the Manager, as required by the LLC
Agreement.





Available
cash from dispositions, as defined in the LLC Agreement, will be paid 99% to
shareholders and 1% to the Manager until the shareholders have received total
distributions equal to their capital contributions.  After
shareholders have received distributions equal to their capital contributions,
85% of available cash from dispositions will be distributed to shareholders and
15% to the Manager.





10
 Table of Contents





6.   Related
Parties





The LLC
Agreement provides that the Manager render management, administrative and
advisory services. For such services, the Manager is paid an annual management
fee, payable monthly, of 2.5% of total capital contributions, net of cumulative
dry-hole and related well costs incurred by the Fund.  Management fees
for the three months ended September 30, 2009 and 2008 were $0.4 million and
$0.5 million, respectively.  For the nine months ended September 30,
2009 and 2008, management fees were $1.3 million and $1.5 million,
respectively.




At times,
short-term payables and receivables, which do not bear interest, arise from
transactions with affiliates in the ordinary course of business.  At
September 30, 2009 the Fund had a receivable from an affiliate of $60 thousand,
which is included in other current assets.  At December 31, 2008,
there were no such amounts outstanding.




None of
the compensation paid to the Manager has been derived as a result of arm’s
length negotiations.





The Fund
has working interest ownership in certain projects to acquire and develop oil
and natural gas projects with other entities that are likewise managed by the
Manager.





7.   Fair
Value of Financial Instruments





At
September 30, 2009 and December 31, 2008, cash and cash equivalents, short-term
investments in marketable securities, production receivable, salvage fund and
accrued expenses approximate fair value.





8.   Commitments
and Contingencies





Capital
Commitments


The Fund
has entered into multiple agreements for the drilling and development of its
investment properties. The estimated capital expenditures associated with these
agreements vary depending on the stage of development on a property-by-property
basis. As of September 30, 2009, the Fund had committed to spend an additional
$1.9 million related to its investment properties.





Environmental
Considerations


The
exploration for and development of oil and natural gas involves the extraction,
production and transportation of materials which, under certain conditions, can
be hazardous or cause environmental pollution problems. The Manager and
operators of the Fund’s properties are continually taking action they believe
appropriate to satisfy applicable federal, state and local environmental
regulations and do not currently anticipate that compliance with federal, state
and local environmental regulations will have a material adverse effect upon
capital expenditures, results of operations or the competitive position of the
Fund in the oil and gas industry  However, due to the significant
public and governmental interest in environmental matters related to those
activities, the Manager cannot predict the effects of possible future
legislation, rule changes, or governmental or private claims.  At
September 30, 2009 and December 31, 2008, there were no known environmental
contingencies that required the Fund to record a liability.





Insurance
Coverage


The Fund
is subject to all risks inherent in the exploration for and development of oil
and gas. Insurance coverage as is customary for entities engaged in similar
operations is maintained, but losses may occur from uninsurable risks or amounts
in excess of existing insurance coverage. The occurrence of an event that is not
insured or not fully insured could have an adverse impact upon earnings and
financial position.  Moreover, insurance is obtained as a package
covering all of the funds managed by the Manager.  Claims made by
other funds can reduce or eliminate insurance for the Fund.





11
 Table of Contents





ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS





Cautionary
Statement Regarding Forward-Looking Statements





Certain
statements in this Quarterly Report on Form 10-Q (“Quarterly Report”) and
the documents Ridgewood Energy P Fund, LLC (the “Fund”) has incorporated by
reference into this Quarterly Report, other than purely historical information,
including estimates, projections, statements relating to the Fund’s business
plans, strategies, objectives and expected operating results, and the
assumptions upon which those statements are based, are forward-looking
statements based on current expectations and assumptions that are subject to
risks and uncertainties that may cause actual results to differ materially from
the forward-looking statements. These forward-looking statements generally are
identified by the words “believe,” “project,” “expect,” “anticipate,”
“estimate,” “intend,” “strategy,” “plan,” “target,” “pursue,” “may,” “will
likely result,” and similar expressions.  Examples of such events that
could cause actual results to differ materially from historical results or those
anticipated include weather conditions, such as hurricanes, changes in market
conditions affecting the pricing of oil and natural gas, the cost and
availability of equipment, and changes in governmental
regulations.  The Fund undertakes no obligation to update or revise
publicly any forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.





Critical
Accounting Policies and Estimates





The
following discussion and analysis of the Fund’s financial condition and
operating results is based on its financial statements. The preparation of this
Quarterly Report requires the Fund to make estimates and assumptions that affect
the reported amount of assets and liabilities, disclosure of contingent assets
and liabilities at the date of the Fund’s financial statements, and the reported
amount of revenue and expense during the reporting period. Actual results may
differ from those estimates and assumptions. See “Notes to Unaudited Condensed
Financial Statements” in Part I of this Quarterly Report for a presentation of
the Fund’s significant accounting policies.  No changes have been made
to the Fund’s critical accounting policies and estimates disclosed in its 2008
Annual Report on Form 10-K.





Overview
of the Fund’s Business





The Fund
is a Delaware limited liability company formed on March 21, 2005 to acquire
interests in oil and natural gas properties located in the United States
offshore waters of Texas, Louisiana and Alabama in the Gulf of Mexico. Ridgewood
Energy Corporation (“Ridgewood Energy” or the “Manager”) a Delaware corporation,
is the Manager. As the Manager, Ridgewood Energy has direct and exclusive
control over the management of the Fund’s operations.  The Fund’s
primary investment objective is to generate cash for distribution to its
shareholders through the acquisition of “working interests” in the exploration,
production and sale of oil and natural gas.





The
Manager performs certain duties on the Fund’s behalf including the evaluation of
potential projects for investment and ongoing management, administrative and
advisory services associated with these projects. For these services, the
Manager receives an annual management fee equal to 2.5% of capital
contributions, net of cumulative dry-hole and related well costs incurred by the
Fund, payable monthly.  The Fund does not currently, nor is there any
plan to operate any project in which the Fund participates. The Manager enters
into operating agreements with third-party operators for the management of all
exploration, development and producing operations, as
appropriate.  The Manager also participates in
distributions.





Business
Update





The Fund
owns working interests and has participated in the drilling of seventeen wells,
one is currently drilling, five have been determined to be successful, and
eleven have been determined to be dry holes, two of which were determined to be
dry in 2009.





12
 Table of Contents





Currently
Drilling


Raven
Project


In June
2009, the Fund acquired a 6.25% working interest in the Raven Project, an
exploratory well.   The Raven Project began drilling in September
2009 and results are expected during the fourth quarter 2009.  Through
September 30, 2009, the Fund has spent $0.4 million related to this well, for
which the total estimated budget is $1.4 million.





Discoveries


Whistler
Project


In July
2008, the Fund acquired an 11.0% working interest in the Whistler Project, a
developmental well.   The Whistler Project was determined to be a
commercial success in November 2008 and completion efforts are
ongoing.  The well is expected to commence production during the first
quarter 2010.   Through September 30, 2009, the Fund has spent
$1.9 million related to this well, for which the total estimated budget is $2.8
million.





Eugene
Island 354


In May
2007, the Fund acquired a 33.0% working interest in the exploratory well Eugene
Island 354.  In June 2007, the well was determined to be successful
and production commenced in November 2007.  The Fund has spent $5.1
million related to this well.





Eugene
Island 346/347


Well
#1


In March
2007, the Fund acquired a 10.0% working interest in Eugene Island 346/347 well
#1, an exploratory well.  The well began drilling in April 2007 and
was determined to be successful in June 2007.  The well was completed
and production commenced in June 2008.  The Fund has spent $7.1
million related to this well.





Well
#2


As a
result of the drilling success of the first exploratory well for Eugene Island
346/347, the second well commenced drilling in May 2008.  In May 2008,
Eugene Island 346/347 well #2 was determined to be commercially successful and
production commenced in July 2008. The Fund has spent $1.5 million related to
this well.





None of
the Fund’s wells, including Eugene Island 346/347 wells #1 and #2 and Eugene
Island 354, were materially damaged as a result of third quarter 2008 hurricane
activity in the Gulf of Mexico.  However, the pipeline utilized to
transport these wells’ oil and gas production suffered severe damage thereby
shutting down production for these wells.   As a result, these
wells had been shut-in while the pipeline repairs were completed by their
owners.  There was no cost to the Fund related to these repair
activities, however, these wells did not produce oil and gas or earn revenue
during this repair period. The Eugene Island 354 well resumed production in June
2009 and the Eugene Island 346/347 wells resumed production in July
2009.





West
Cameron 593


In July
2006, the Fund acquired a 43.3% working interest in the exploratory well West
Cameron 593.  West Cameron 593 was determined to be successful in
September 2006 and production commenced in September 2007. The Fund has spent
$13.1 million related to this well, of which the Fund has recorded impairments
totaling $0.9 million during the nine months ended September 30,
2009.  During the third quarter 2008, the processing facility utilized
to transport oil and gas for West Cameron 593 suffered hurricane damage,
resulting in workover costs to the Fund totaling $0.6 million, of which $0.1
million were incurred during the nine months ended September 30,
2009.





Dry
Holes


Eagle
Project


In August
2009, the Fund acquired a 3.0% working interest in the Eagle Project, an
exploratory well.  This project began drilling and was determined to
be an unsuccessful well, or dry hole, in August 2009.  Dry-hole costs
of $1.4 million were incurred during the nine months ended September 30,
2009.





South
Timbalier 287


In
November 2007, the Fund acquired a 4.0% working interest in the exploratory well
South Timbalier 287.  This project began drilling in March 2008 and
was determined to be an unsuccessful well, or dry hole, in January
2009.  Dry-hole costs related to this well totaled $4.3 million, of
which $0.4 million were incurred during the nine months ended September 30,
2009.





13
 Table of Contents





Results
of Operations





The
following table summarizes the Fund’s results of operations for the three and
nine months ended September 30, 2009 and 2008 and should be read in conjunction
with the Fund’s financial statements and notes thereto included within Item 1.
“Financial Statements” in Part I of this Quarterly Report.





Three
      months ended September 30,
              
              
              Nine
      months ended September 30,2009
              
              
              2008
              
              
              2009
              
              
              2008(in
      thousands)RevenueOil
      and gas revenue
              
              $
              1,891
              
              
              $
              4,256
              
              
              $
              3,769
              
              
              $
              14,888ExpensesDepletion
      and amortization
              
              
              2,503
              
              
              
              1,935
              
              
              
              4,940
              
              
              
              6,511Impairment
      of proved properties
              
              
              -
              
              
              
              -
              
              
              
              905
              
              
              
              -Dry-hole
      costs
              
              
              1,385
              
              
              
              104
              
              
              
              1,853
              
              
              
              10,189Management
      fees to affiliate
              
              
              422
              
              
              
              453
              
              
              
              1,271
              
              
              
              1,481Operating
      expenses
              
              
              294
              
              
              
              359
              
              
              
              899
              
              
              
              904General
      and administrative expenses
              
              
              175
              
              
              
              117
              
              
              
              404
              
              
              
              522Total
      expenses
              
              
              4,779
              
              
              
              2,968
              
              
              
              10,272
              
              
              
              19,607(Loss)
      income from operations
              
              
              (2,888
              )
              
              
              1,288
              
              
              
              (6,503
              )
              
              
              (4,719
              )Other
      incomeInterest
      income
              
              
              11
              
              
              
              105
              
              
              
              41
              
              
              
              472Net
      (loss) income
              
              $
              (2,877
              )
              
              $
              1,393
              
              
              $
              (6,462
              )
              
              $
              (4,247
              )


Overview.During
the three and nine months ended September 30, 2009 and 2008, the Fund had four
producing wells, West Cameron 593, Eugene Island 354, and Eugene Island 346/347
wells #1 and #2, which came onto production in September 2007, November 2007,
June 2008 and July 2008 respectively.  As previously discussed in the
“Business Update”, two of the Fund’s wells had been shut-in for several months
in late-2008 through mid-2009.  Eugene Island 354 and Eugene Island
346/347 wells #1 and #2 came back onto production in June 2009 and July 2009,
respectively.





Oil and Gas
Revenue.  Oil and gas revenue for the three months ended
September 30, 2009 was $1.9 million, a $2.4 million decrease from the three
months ended September 30, 2008.  The decrease is attributable to the
impact of decreased average prices totaling $2.8 million, partially offset by
increased sales volumes totaling $0.4 million.




Oil sales
volumes were 18 thousand barrels and 15 thousand barrels for the three months
ended September 30, 2009 and 2008, respectively.  The Fund’s oil
prices averaged $66 per barrel during the three months ended September 30, 2009
compared to $128 per barrel during the three months ended September 30,
2008.





Gas sales
volumes were 194 thousand mcf and 193 thousand mcf for the three months ended
September 30, 2009 and 2008, respectively.  The Fund’s gas prices
averaged $3.19 per mcf during the three months ended September 30, 2009 compared
to $11.81 per mcf during the three months ended September 30, 2008.





Oil and
gas revenue for the nine months ended September 30, 2009 was $3.8 million, an
$11.1 million decrease from the nine months ended September 30,
2008.  The decrease is principally attributable to the impact of
decreased sales volumes totaling $6.0 million and decreased average prices
totaling $5.0 million.





Oil sales
volumes were 34 thousand barrels and 67 thousand barrels for the nine months
ended September 30, 2009 and 2008, respectively.  The Fund’s oil
prices averaged $60 per barrel during the nine months ended September 30, 2009
compared to $116 per barrel during the nine months ended September 30,
2008.





14
 Table of Contents





Gas sales
volumes were 440 thousand mcf and 646 thousand mcf for the nine months ended
September 30, 2009 and 2008, respectively.  The Fund’s gas prices
averaged $3.69 per mcf during the nine months ended September 30, 2009 compared
to $11.02 per mcf during the nine months ended September 30, 2008.





Oil and
gas volumes were adversely impacted for the nine month period ended September
30, 2009 as a result of a lower production rate for West Cameron 593, which is
nearing the end of its productive life, and the shut-in of the Eugene Island
properties due to hurricane activity.





Depletion and
Amortization.Depletion and amortization for the three and nine months
ended September 30, 2009 was $2.5 million and $4.9 million, respectively,
compared to $1.9 million and $6.5 million for the three and nine months ended
September 30, 2008.  The decreases are attributable to decreased
production volumes for West Cameron 593 and the Eugene Island properties, as
discussed above.  These decreases were partially offset by an increase
in the West Cameron 593 depletion rate due to the revised reserve estimates
provided by the Fund’s independent petroleum engineers at December 31,
2008.





Impairment of
Proved Properties.  During the nine months ended September 30,
2009, the Fund recorded an impairment to proved properties of $0.9 million,
relating to West Cameron 593, due to lower oil and gas commodity
prices.  There were no impairments recorded during the three months
ended September 30, 2009 and 2008 and the nine months ended September 30,
2008.





Dry-hole
Costs.Dry-hole costs are those
costs incurred to drill and develop a well that is ultimately found to be
incapable of producing either oil or natural gas in sufficient quantities to
justify completion of the well. During the three and nine months ended September
30, 2009 and 2008, certain wells received credits from their respective
operators upon review and audit of the wells’ costs.  The following
table summarizes dry-hole costs inclusive of credits.


Three
      months ended September 30,
                
                
                Nine
      months ended September 30,Lease
      Block
                
                2009
                
                
                2008
                
                
                2009
                
                
                2008(in
      thousands)Eagle
      Project
                
                $
                1,388
                
                
                $
                -
                
                
                $
                1,388
                
                
                $
                -South
      Timbalier 287
                
                
                -
                
                
                
                -
                
                
                
                446
                
                
                
                -High
      Island 38
                
                
                -
                
                
                
                103
                
                
                
                19
                
                
                
                6,510Mississippi
      Canyon 489/490
                
                
                -
                
                
                
                9
                
                
                
                17
                
                
                
                325Eugene
      Island 346/347 well #3
                
                
                1
                
                
                
                -
                
                
                
                5
                
                
                
                550West
      Cameron 109
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                599Walker
      Ridge 155
                
                
                -
                
                
                
                (8
                )
                
                
                (4
                )
                
                
                2,238Other
      wells
                
                
                (4
                )
                
                
                -
                
                
                
                (18
                )
                
                
                (33
                )$
                1,385
                
                
                $
                104
                
                
                $
                1,853
                
                
                $
                10,189


Management Fees
to Affiliate.Management fees for the three and nine months ended
September 30, 2009 were $0.4 million and $1.3 million, respectively, compared to
$0.5 million and $1.5 million for the three and nine months ended September 30,
2008.  An annual management fee, totaling 2.5% of the capital
contributions, net of cumulative dry-hole and related well costs incurred by the
Fund, is paid monthly to the Manager.





Operating
Expenses.  Operating expenses include the costs of operating
and maintaining wells and related facilities, geological costs and accretion
expense as detailed in the following table.





15
 Table of Contents




Three
      months ended September 30,
              
              
              Nine
      months ended September 30,2009
              
              
              2008
              
              
              2009
              
              
              2008(in
      thousands)Lease
      operating expense
              
              $
              262
              
              
              $
              313
              
              
              $
              739
              
              
              $
              843Workover
      costs
              
              
              19
              
              
              
              -
              
              
              
              132
              
              
              
              -Accretion
      expense
              
              
              8
              
              
              
              7
              
              
              
              23
              
              
              
              17Geological
      costs
              
              
              5
              
              
              
              39
              
              
              
              5
              
              
              
              44$
              294
              
              
              $
              359
              
              
              $
              899
              
              
              $
              904


Lease
operating expenses for the three and nine months ended September 30, 2009 and
2008 were related to the West Cameron 593 and Eugene Island wells. Workover
costs for the three and nine months ended September 30, 2009 were related to the
West Cameron 593 well.  There were no workover costs during the three
and nine months ended September 30, 2008.  Accretion expense is
related to the asset retirement obligations established for the Fund’s proved
properties.  Geological costs for the three and nine months ended
September 30, 2009 were related to the Raven Project and Eugene Island
346/347.  Geological costs for the three and nine months ended
September 30, 2008 related primarily to the Whistler project.





General and
Administrative Expenses.General and administrative expenses represent
costs specifically identifiable or allocable to the Fund, as detailed in the
following table.




Three
      months ended September 30,
              
              
              Nine
      months ended September 30,2009
              
              
              2008
              
              
              2009
              
              
              2008(in
      thousands)Insurance
      expense
              
              $
              129
              
              
              $
              55
              
              
              $
              237
              
              
              $
              265Accounting
      fees
              
              
              42
              
              
              
              51
              
              
              
              151
              
              
              
              219Trust
      fees and other
              
              
              4
              
              
              
              11
              
              
              
              16
              
              
              
              38$
              175
              
              
              $
              117
              
              
              $
              404
              
              
              $
              522


Insurance
expense represents premiums related to producing well and control of well
insurance, which varies dependent upon the number of wells producing or
drilling, and director’s and officers’ liability
insurance.  Accounting fees represent audit and tax preparation fees,
quarterly reviews and filing fees incurred by the Fund.  Trust fees
represent bank fees associated with the management of the Fund’s cash
accounts.





Interest
Income.Interest
income is comprised of interest earned on money market accounts and investments
in U.S. Treasury securities.  Interest income for the three and nine
months ended September 30, 2009 was $11 thousand and $41 thousand, respectively,
a decrease of $0.1 million and $0.4 million, respectively, from the three and
nine months ended September 30, 2008.  The decreases were the result
of a reduction in average outstanding balances earning interest, due to ongoing
capital expenditures for oil and gas properties, coupled with lower interest
rates earned.





Capital
Resources and Liquidity





Operating
Cash Flows


Cash
flows provided by operating activities for the nine months ended September 30,
2009 were $0.6 million, principally attributable to revenue receipts of $3.3
million and favorable working capital of $0.2 million, partially offset by
management fees of $1.3 million, operating expenses paid of $0.6 million,
payments for West Cameron 593 workover expenses of $0.5 million, and general and
administrative expenses of $0.4 million.





Cash
flows provided by operating activities for the nine months ended September 30,
2008 were $13.7 million principally attributable to revenue receipts of $16.2
million and interest income received of $0.3 million and favorable working
capital of $0.1 million.  These amounts were partially offset by
management fees of $1.5 million, operating expenses of $0.9 million, general and
administrative expenses of $0.5 million.





Investing
Cash Flows


Cash
flows used in investing activities for the nine months ended September 30, 2009
were $11.1 million, principally related to investments in U.S. Treasury
securities of $7.0 million and capital expenditures for oil and gas properties
totaling $4.1 million, inclusive of advances.  Additionally, the Fund
increased its salvage fund investments by $20 thousand, which consisted of the
interest earned on this account.





16
 Table of Contents





Cash
flows provided by investing activities for the nine months ended September 30,
2008 were $7.3 million, principally related to proceeds from the maturity of
U.S. Treasury securities totaling $29.8 million, partially offset by $10.0
million reinvested in marketable securities and capital expenditures for oil and
gas properties of $12.5 million.  Additionally, the Fund increased its
salvage fund investments by $21 thousand, which consisted of the interest earned
on this account.





Financing
Cash Flows


Cash
flows used in financing activities for the nine months ended September 30, 2009
were $0.5 million related to manager and shareholder distributions.





Cash
flows used in financing activities for the nine months ended September 30, 2008
were $13.4 million related to manager and shareholder
distributions.





Estimated
Capital Expenditures





The Fund
has entered into multiple agreements for the drilling and development of its
investment properties.  The estimated capital expenditures associated
with these agreements can vary depending on the stage of development on a
property-by-property basis.  As of September 30, 2009, the Fund had
committed to spend an additional $1.9 million related to its investment
properties.





When the
Manager makes a decision to participate in a particular project, it assumes that
the well will be successful and allocates enough capital to budget for the
completion of that well and the additional development wells and infrastructure
anticipated.  If an exploratory well is deemed a dry hole or if it is
un-economical, the capital allocated to the completion of that well and to the
development of additional wells is then reallocated to a new project or used to
make additional investments.





Capital
expenditures for investment properties are funded with the capital raised by the
Fund in its private placement offering, which is more than likely, all the
capital it will be able to obtain. The number of projects in which the Fund can
invest will naturally be limited, and each unsuccessful project the Fund
experiences will reduce its ability to generate revenue and exhaust its capital.
Typically, the Manager seeks an investment portfolio that combines high and low
risk exploratory projects.





Liquidity
Needs





The
Fund’s primary short-term liquidity needs are to fund its operations, inclusive
of management fees, and capital expenditures for its investment
properties.  Operations are funded utilizing operating income,
existing cash on-hand, short-term investments and income earned
therefrom.





The
Manager is entitled to receive an annual management fee from the Fund regardless
of the Fund’s profitability in that year. Generally, all or a portion of the
management fee is paid from operating income and interest income, although the
management fee can be paid out of capital contributions; however, this is not
the Fund’s intent.





Distributions
are funded from available cash from operations, as defined in the Fund’s limited
liability company agreement, and the frequency and amount are within the
Manager’s discretion subject to available cash from operations, reserve
requirements and the Fund’s operations.





Off-Balance
Sheet Arrangements





The Fund
had no off-balance sheet arrangements as of September 30, 2009 and December 31,
2008 and does not anticipate the use of such arrangements in the
future.





17
 Table of Contents





Contractual
Obligations





The Fund
enters into operating agreements with operators.  On behalf of the
Fund, an operator enters into various contractual commitments pertaining to
exploration, development and production activities.  The Fund does not
negotiate any such contracts.  No contractual obligations exist at
September 30, 2009 and December 31, 2008 other than those discussed in
“Estimated Capital Expenditures” above.





Recent
Accounting Pronouncements





See Note
3 of Notes to Unaudited Condensed Financial Statements – “Recent Accounting
Standards” contained in this Quarterly Report for a discussion of recent
accounting pronouncements.





ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





Not
required.





ITEM 4.  CONTROLS AND PROCEDURES





In
accordance with Exchange Act Rules 13a-15 and 15d-15, the Fund carried out
an evaluation, under the supervision and with the participation of management,
including its Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the Fund’s disclosure controls and procedures as of the end of
the period covered by this report.  Based on that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that the Fund’s
disclosure controls and procedures were effective as of September 30,
2009.





There has
been no change in the Fund’s internal control over financial reporting that
occurred during the three months ended September 30, 2009 that has materially
affected, or is reasonably likely to materially affect, the Fund’s internal
control over financial reporting.





PART
II - OTHER INFORMATION





ITEM 1. LEGAL PROCEEDINGS





On August
16, 2006, the Manager of the Fund filed a lawsuit against the former independent
registered public accounting firm for the Fund, Perelson Weiner, LLP
(“Perelson”), in New Jersey Superior Court, captioned Ridgewood Energy
Corporation v. Perelson Weiner, LLP, Docket No. L-6092-06.  The suit
alleged professional malpractice and breach of contract in connection with audit
and accounting services performed for the Fund by Perelson. Thereafter, Perelson
filed a counterclaim against the Manager on October 20, 2006, alleging breach of
contract due to unpaid invoices in the amount of $326,554.  Discovery
is ongoing and a trial date has been set for February 1, 2010.





Legal
costs related to this claim are borne by the Manager.





ITEM 1A. RISK FACTORS





Not
required.





ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE
OF PROCEEDS





None.





ITEM 3.  DEFAULTS UPON SENIOR SECURITIES





None.





18
 Table of Contents





ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS





None.





ITEM 5. OTHER INFORMATION





On June
22, 2009, Kenneth W. Lang was named President and Chief Operating Officer of the
Fund.  Prior to joining the Fund, Mr. Lang was with BP for twenty four
years, ultimately serving as Senior Vice President for BP's Gulf of Mexico
business and a member of the Board of Directors for BP America,
Inc.  Robert E. Swanson, formerly President and Chief Executive
Officer of the Fund, will remain Chief Executive Officer of the
Fund.





On
October 16, 2009, Adrien Doherty, Executive Vice President, notified the Fund
that he will resign effective October 30, 2009.





ITEM 6. EXHIBITS





EXHIBITNUMBER
              
              TITLE OF EXHIBIT
              
              METHOD OF FILING31.1
              
              Certification
      of Robert E. Swanson, Chief Executive Officer, pursuant to Securities
      Exchange Act Rule 13a-14(a).
              
              Filed
      herewith31.2
              
              Certification
      of Kathleen P. McSherry, Chief Financial Officer, pursuant to Securities
      Exchange Act Rule 13a-14(a).
              
              Filed
      herewith32
              
              Certifications
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      The Sarbanes-Oxley Act of 2002, signed by Robert E. Swanson, Chief
      Executive Officer of the Fund and Kathleen P. McSherry, Chief Financial
      Officer of the Fund.
              
              Filed
      herewith






19
 Table of Contents





SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.





RIDGEWOOD
      ENERGY P FUND, LLCDated:
            October
      29, 2009
            By:
            /s/
            
            ROBERT
      E. SWANSONName:
            
            Robert
      E. SwansonTitle:
            
            Chief
      Executive Officer(Principal
      Executive Officer)Dated:
            October
      29, 2009
            By:
            /s/
            
            KATHLEEN
      P. MCSHERRYName:
            
            Kathleen
      P. McSherryTitle:
            
            Executive
      Vice President and Chief Financial Officer(Principal
      Financial Officer)








20