|
|
|

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 September 30, 2007                                       
|  |                                                                                          
|  | or                                                                                       
|  |                                                                                          
|o | 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 000-51926

RIDGEWOOD ENERGY P FUND, LLC (Exact name of
registrant as specified in its charter)

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

1314 King Street, Wilmington, Delaware 19801
(Address of principal executive offices) (Zip code)

(302) 888-7444(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 x     No o

Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, or
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  o | Accelerated
 filer  o | 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 o No x

As of November 2, 2007 there
were 933.0600 shares of membership interest of the registrant outstanding.

---



Table of Contents

|                               |  |                                                                                                                                             |  |      | 
|------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | 
|                               |  |                                                                                                                                             |  | Page
|                               |  |                                                                                                                                             |  |     
|PART I - FINANCIAL INFORMATION |  |                                                                                                                                             | 
|Item 1.                        |  | Financial
 Statements:                                                                                                                      |  |      | 
|                               |  | Unaudited
 Condensed Balance Sheets as of September 30, 2007 and December 31, 2006                                                          |  | 3    | 
|                               |  | Unaudited
 Condensed Statements of Operations and Other Comprehensive Loss for the three
 and nine months ended September 30, 2007 and 2006 |  | 4    | 
|                               |  | Unaudited
 Condensed Statements of Cash Flows for the nine months ended September
 30, 2007 and 2006                                        |  | 5    | 
|                               |  | Notes to
 Unaudited Condensed Financial Statements                                                                                          |  | 6    | 
|Item 2.                        |  | Managements
 Discussion and Analysis of Financial Condition and Results of Operations                                                      |  | 11   | 
|Item 3.                        |  | Quantitative
 and Qualitative Disclosures about Market Risk                                                                                 |  | 17   | 
|Item 4.                        |  | Controls
 and Procedures                                                                                                                    |  | 17   | 
|                               |  |                                                                                                                                             |  |      | 
|PART II - OTHER INFORMATION    |  |                                                                                                                                             | 
|                               |  |                                                                                                                                             |  |      | 
|Item 1.                        |  | Legal
 Proceedings                                                                                                                          |  | 18   | 
|Item 1A.                       |  | Risk
 Factors                                                                                                                               |  | 18   | 
|Item 2.                        |  | Unregistered
 Sales of Equity Securities and Use of Proceeds                                                                                |  | 18   | 
|Item 3.                        |  | Defaults
 Upon Senior Securities                                                                                                            |  | 18   | 
|Item 4.                        |  | Submissions
 of Matters to a Vote of Security Holders                                                                                       |  | 18   | 
|Item 5.                        |  | Other
 Information                                                                                                                          |  | 18   | 
|Item 6.                        |  | Exhibits                                                                                                                                    |  | 19   | 
|                               |  |                                                                                                                                             |  |      | 
|                               |  | SIGNATURES                                                                                                                                  |  | 19   | 

2

---



PART I - FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTS

RIDGEWOOD ENERGY P FUND, LLCUNAUDITED CONDENSED BALANCE SHEETS
(in thousands, except share data)

|                                                                                         |  |                     |         |                    |   |         |  
|---------------------------------------------------------------------------------------- |  | ------------------- | ------- | ------------------ | - | ------- | -
|                                                                                         |  | September 30,
 2007 |         | December 31,
 2006 |  
|                                                                                         |  |                     |         |                    |  
|ASSETS                                                                                   |  |                     |         |                    |   |         |  
|Current assets:                                                                          |  |                     |         |                    |   |         |  
|Cash and cash equivalents                                                                |  | $                   | 21,221  |                    | $ | 23,667  |  
|Short-term investments in marketable
securities                                          |  |                     | 19,407  |                    |   | 45,490  |  
|Production receivable                                                                    |  |                     | 336     |                    |   |        |  
|Other current assets                                                                     |  |                     | 332     |                    |   | 638     |  
|                                                                                         |  |                     |         |                    |   |         |  
|Total current assets                                                                     |  |                     | 41,296  |                    |   | 69,795  |  
|                                                                                         |  |                     |         |                    |   |         |  
|Salvage fund                                                                             |  |                     | 1,098   |                    |   | 1,060   |  
|                                                                                         |  |                     |         |                    |   |         |  
|                                                                                         |  |                     |         |                    |   |         |  
|Oil and gas properties:                                                                  |  |                     |         |                    |   |         |  
|Advances to operators for working interests and
expenditures                             |  |                     | 1,438   |                    |   |        |  
|Unproved properties                                                                      |  |                     | 5,382   |                    |   |        |  
|Proved properties                                                                        |  |                     | 18,877  |                    |   | 10,679  |  
|Less: accumulated depletion and amortization                                             |  |                     | (211    | )                  |   |        |  
|                                                                                         |  |                     |         |                    |   |         |  
|Total oil and gas properties                                                             |  |                     | 25,486  |                    |   | 10,679  |  
|                                                                                         |  |                     |         |                    |   |         |  
|                                                                                         |  |                     |         |                    |   |         |  
|Total assets                                                                             |  | $                   | 67,880  |                    | $ | 81,534  |  
|                                                                                         |  |                     |         |                    |   |         |  
|LIABILITIES AND MEMBERS CAPITAL                                                         |  |                     |         |                    |   |         |  
|Current liabilities:                                                                     |  |                     |         |                    |   |         |  
|Due to operators                                                                         |  | $                   | 4,292   |                    | $ | 14,020  |  
|Accrued expenses payable                                                                 |  |                     | 71      |                    |   | 94      |  
|Due to affiliates (Note 5)                                                               |  |                     | 70      |                    |   |        |  
|                                                                                         |  |                     |         |                    |   |         |  
|Total current liabilities                                                                |  |                     | 4,433   |                    |   | 14,114  |  
|                                                                                         |  |                     |         |                    |   |         |  
|Asset retirement obligations                                                             |  |                     | 162     |                    |   | 97      |  
|                                                                                         |  |                     |         |                    |   |         |  
|Total liabilities                                                                        |  |                     | 4,595   |                    |   | 14,211  |  
|                                                                                         |  |                     |         |                    |   |         |  
|Commitments and contingencies (Note 7)                                                   |  |                     |         |                    |   |         |  
|Members capital:                                                                        |  |                     |         |                    |   |         |  
|Manager:                                                                                 |  |                     |         |                    |   |         |  
|Accumulated deficit                                                                      |  |                     | (1,626  | )                  |   | (1,340  | )
|                                                                                         |  |                     |         |                    |   |         |  
|Managers total                                                                          |  |                     | (1,626  | )                  |   | (1,340  | )
|                                                                                         |  |                     |         |                    |   |         |  
|                                                                                         |  |                     |         |                    |   |         |  
|Shareholders:                                                                            |  |                     |         |                    |   |         |  
|Capital contributions (1,335 shares authorized;
933.0600 shares
 issued and outstanding) |  |                     | 138,344 |                    |   | 138,344 |  
|Syndication costs                                                                        |  |                     | (15,898 | )                  |   | (15,898 | )
|Accumulated deficit                                                                      |  |                     | (57,535 | )                  |   | (53,783 | )
|                                                                                         |  |                     |         |                    |   |         |  
|Shareholders total                                                                      |  |                     | 64,911  |                    |   | 68,663  |  
|                                                                                         |  |                     |         |                    |   |         |  
|                                                                                         |  |                     |         |                    |   |         |  
|Total members capital                                                                   |  |                     | 63,285  |                    |   | 67,323  |  
|                                                                                         |  |                     |         |                    |   |         |  
|                                                                                         |  |                     |         |                    |   |         |  
|Total liabilities and members
capital                                                   |  | $                   | 67,880  |                    | $ | 81,534  |  
|                                                                                         |  |                     |         |                    |   |         |  

The accompanying notes are an integral part of these unaudited
condensed financial statements.

3

---



RIDGEWOOD ENERGY P FUND, LLCUNAUDITED CONDENSED STATEMENTS OF OPERATIONS AND OTHER
COMPREHENSIVE LOSS
(in thousands, except share data)

|                                               |  |                                   |       |                                  |   |        |   |      |        |   |   |         |  
|---------------------------------------------- |  | --------------------------------- | ----- | -------------------------------- | - | ------ | - | ---- | ------ | - | - | ------- | -
|                                               |  | Three Months Ended
 September 30, |       | Nine Months Ended
 September 30, |  
|                                               |  | 2007                              |       | 2006                             |   | 2007   |   | 2006 |       
|                                               |  |                                   |       |                                  |   |        |   |      |       
|Revenue                                        |  |                                   |       |                                  |   |        |   |      |        |   |   |         |  
|Oil and gas revenue                            |  | $                                 | 336   |                                  | $ |       |   | $    | 336    |   | $ |        |  
|                                               |  |                                   |       |                                  |   |        |   |      |        |   |   |         |  
|Expenses                                       |  |                                   |       |                                  |   |        |   |      |        |   |   |         |  
|Depletion and amortization                     |  |                                   | 211   |                                  |   |       |   |      | 211    |   |   |        |  
|Dry-hole costs                                 |  |                                   | 30    |                                  |   | 916    |   |      | 3,755  |   |   | 29,952  |  
|Management fees to affiliate (Note 5)          |  |                                   | 537   |                                  |   | 865    |   |      | 1,615  |   |   | 2,594   |  
|Lease operating expenses                       |  |                                   | 9     |                                  |   |       |   |      | 9      |   |   |        |  
|Other operating expenses                       |  |                                   | 46    |                                  |   |       |   |      | 165    |   |   |        |  
|General and administrative expenses            |  |                                   | 188   |                                  |   | 108    |   |      | 532    |   |   | 331     |  
|                                               |  |                                   |       |                                  |   |        |   |      |        |   |   |         |  
|Total expenses                                 |  |                                   | 1,021 |                                  |   | 1,889  |   |      | 6,287  |   |   | 32,877  |  
|                                               |  |                                   |       |                                  |   |        |   |      |        |   |   |         |  
|Loss from operations                           |  |                                   | (685  | )                                |   | (1,889 | ) |      | (5,951 | ) |   | (32,877 | )
|Other
 income                                  |  |                                   |       |                                  |   |        |   |      |        |   |   |         |  
|Interest income                                |  |                                   | 529   |                                  |   | 1,063  |   |      | 1,913  |   |   | 3,040   |  
|Realized gain (loss) on short-term
investments |  |                                   |      |                                  |   | 2      |   |      |       |   |   | (16     | )
|                                               |  |                                   |       |                                  |   |        |   |      |        |   |   |         |  
|Net loss                                       |  |                                   | (156  | )                                |   | (824   | ) |      | (4,038 | ) |   | (29,853 | )
|Other
 comprehensive loss                      |  |                                   |       |                                  |   |        |   |      |        |   |   |         |  
|Unrealized loss on marketable securities       |  |                                   |      |                                  |   |       |   |      |       |   |   | (51     | )
|                                               |  |                                   |       |                                  |   |        |   |      |        |   |   |         |  
|Total comprehensive loss                       |  | $                                 | (156  | )                                | $ | (824   | ) | $    | (4,038 | ) | $ | (29,904 | )
|                                               |  |                                   |       |                                  |   |        |   |      |        |   |   |         |  
|                                               |  |                                   |       |                                  |   |        |   |      |        |   |   |         |  
|Manager Interest                               |  |                                   |       |                                  |   |        |   |      |        |   |   |         |  
|Net loss                                       |  | $                                 | (55   | )                                | $ | (137   | ) | $    | (286   | ) | $ | (689    | )
|                                               |  |                                   |       |                                  |   |        |   |      |        |   |   |         |  
|Shareholder Interest                           |  |                                   |       |                                  |   |        |   |      |        |   |   |         |  
|Net loss                                       |  | $                                 | (101  | )                                | $ | (687   | ) | $    | (3,752 | ) | $ | (29,164 | )
|Net loss per share                             |  | $                                 | (108  | )                                | $ | (736   | ) | $    | (4,021 | ) | $ | (31,257 | )

The accompanying notes are an integral part of these unaudited condensed
financial statements.

4

---



RIDGEWOOD ENERGY P FUND, LLCUNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
(in thousands)

|                                                                                                                        |  |                                  |         |      |   |         |  
|----------------------------------------------------------------------------------------------------------------------- |  | -------------------------------- | ------- | ---- | - | ------- | -
|                                                                                                                        |  | Nine months ended
 September 30, |        
|                                                                                                                        |  | 2007                             |         | 2006 |  
|                                                                                                                        |  |                                  |         |      |  
|Cash flows from operating activities                                                                                    |  |                                  |         |      |   |         |  
|Net loss                                                                                                                |  | $                                | (4,038  | )    | $ | (29,853 | )
|Adjustments to reconcile net loss to net
cash used in operating activities:                                             |  |                                  |         |      |   |         |  
|Depletion and amortization                                                                                              |  |                                  | 211     |      |   |        |  
|Dry-hole costs                                                                                                          |  |                                  | 3,755   |      |   | 29,953  |  
|Interest earned on marketable securities                                                                                |  |                                  | (970    | )    |   | (2,197  | )
|Accretion expense                                                                                                       |  |                                  | 5       |      |   |        |  
|Changes in assets and liabilities:                                                                                      |  |                                  |         |      |   |         |  
|Increase
 in production receivable                                                                                      |  |                                  | (336    | )    |   |        |  
|Decrease
 (increase) in other current assets                                                                            |  |                                  | 306     |      |   | (42     | )
|(Decrease)
 increase in accrued expenses payable                                                                        |  |                                  | (14     | )    |   | 6       |  
|Increase
 (decrease) in due to affiliates                                                                               |  |                                  | 70      |      |   | (27     | )
|                                                                                                                        |  |                                  |         |      |   |         |  
|Net
 cash used in operating activities                                                                                  |  |                                  | (1,011  | )    |   | (2,160  | )
|                                                                                                                        |  |                                  |         |      |   |         |  
|                                                                                                                        |  |                                  |         |      |   |         |  
|Cash flows from investing activities                                                                                    |  |                                  |         |      |   |         |  
|Advances to operators                                                                                                   |  |                                  | (1,438  | )    |   |        |  
|Capital expenditures for oil and gas
properties                                                                         |  |                                  | (27,012 | )    |   | (8,225  | )
|Salvage fund investments                                                                                                |  |                                  | (38     | )    |   | (33     | )
|Proceeds from the sale of marketable
securities                                                                         |  |                                  | 50,553  |      |   | 89,070  |  
|Investment in marketable securities                                                                                     |  |                                  | (23,500 | )    |   | (48,087 | )
|Loss on the sale of marketable securities                                                                               |  |                                  |        |      |   | 18      |  
|                                                                                                                        |  |                                  |         |      |   |         |  
|Net
 cash (used in) provided by investing activities                                                                    |  |                                  | (1,435  | )    |   | 32,743  |  
|                                                                                                                        |  |                                  |         |      |   |         |  
|                                                                                                                        |  |                                  |         |      |   |         |  
|Cash flows from financing activities                                                                                    |  |                                  |         |      |   |         |  
|Syndication costs paid                                                                                                  |  |                                  |        |      |   | (2      | )
|                                                                                                                        |  |                                  |         |      |   |         |  
|Net
 cash used in financing activities                                                                                  |  |                                  |        |      |   | (2      | )
|                                                                                                                        |  |                                  |         |      |   |         |  
|Net
 (decrease) increase in cash and cash equivalents                                                                   |  |                                  | (2,446  | )    |   | 30,581  |  
|                                                                                                                        |  |                                  |         |      |   |         |  
|Cash
 and cash equivalents, beginning of period                                                                         |  |                                  | 23,667  |      |   | 5,532   |  
|                                                                                                                        |  |                                  |         |      |   |         |  
|Cash
 and cash equivalents, end of period                                                                               |  | $                                | 21,221  |      | $ | 36,113  |  
|                                                                                                                        |  |                                  |         |      |   |         |  
|                                                                                                                        |  |                                  |         |      |   |         |  
|Supplemental schedule of non-cash investing
 activities                                                                 |  |                                  |         |      |   |         |  
|Advances
 used for capital expenditures in oil and gas properties reclassified to
 dry-hole costs and proved properties |  | $                                |        |      | $ | 27,817  |  
|                                                                                                                        |  |                                  |         |      |   |         |  

The
accompanying notes are an integral part of these unaudited condensed financial
statements.

5

---



RIDGEWOOD ENERGY P FUND, LLCNOTES 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 (LLC Agreement) dated as of May 16, 2005 by and among Ridgewood
Energy Corporation (the Manager) and the shareholders of the Fund. Although
the date of formation is March 21, 2005, the Fund did not begin operations
until May 16, 2005 when it began its private offering of shares.

The Fund was
organized to acquire, drill, construct and develop oil and natural gas
properties located in the United States offshore waters of Texas, Louisiana and
Alabama in the Gulf of Mexico. The Fund has devoted most of its efforts to
raising capital and oil and natural gas exploration activities. As of September
2007, the Fund began earning revenue from its operations and has ceased to be
in the exploratory stage. In prior periods, the Fund had been classified as an
exploratory stage enterprise.

The Manager
performs (or arranges for the performance of) the management, administrative
and advisory 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 outside
custodians, depositories, accountants, attorneys, broker-dealers, corporate
fiduciaries, insurers, banks and others as required (Notes 2, 5 and 7).

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 annual financial statements and the notes thereto for the year ended
December 31, 2006 included in the Funds Annual Report on Form 10-K filed with
the Securities and Exchange Commission (SEC).


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 revenues and expenses during the
reporting period. On an ongoing basis, the Manager reviews its estimates,
including those related to amounts advanced to and billed by operators,
determination of proved reserves, impairments and environmental liabilities.
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, 2007 and December 31, 2006, bank balances, inclusive
of salvage fund, exceeded federally insured limits by $15.0 million and $23.5
million, respectively. The Fund maintains bank deposits with accredited
financial institutions.


6

---



Short-term
Investments in Marketable Securities


At times the Fund may purchase
short-term investments comprised of US Treasury Notes with maturities greater
than three months that are considered held-to-maturity investments.
Held-to-maturity securities are those investments that the Fund has the ability
and intent to hold until maturity. Held-to-maturity investments are recorded at
cost plus accrued income, adjusted for the amortization of premiums and
discounts, which approximate fair value. Interest income is accrued as earned.
At September 30, 2007, the fund had held-to-maturity investments totaling $20.5
million, inclusive of salvage fund, that mature in the first quarter 2008.


Salvage
Fund


The Fund deposits in a separate
interest-bearing account, or a salvage fund, money to provide for dismantling
production platforms and facilities, plugging and abandoning the wells and
removing the platforms, facilities and wells after their useful lives, in
accordance with applicable federal and state laws and regulations.


Interest
earned on the account will become part of the salvage fund; there are no legal
restrictions on the withdrawal from the salvage fund.

Oil
and Natural Gas Properties


Investments in oil and natural
gas properties are operated by unaffiliated entities (Operators) who 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 relating to the wells are advanced and billed by Operators through
authorization for expenditures.


The successful
efforts method of accounting for oil and natural gas producing activities is
followed. Acquisition costs are capitalized when incurred. Other oil and
natural 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 crude oil and
natural 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 (i.e. a producing well), the cost and
related accumulated depletion and amortization will be eliminated from the
property accounts, and the resultant gain or loss is recognized. On the sale or
retirement of an unproved property, gain or loss on the sale is recognized.
Currently it is not the Managers intention to sell any of the Funds property
interests.

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

As of
September 30, 2007 and December 31, 2006, $4.3 million and $14.0 million,
respectively, were recorded in due to operators related to the acquisition of
oil and gas property. The balance at December 31, 2006 was paid during the
first quarter of 2007.

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 right, title and interest. The Fund is 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 transferred to unproved properties.


7

---



Asset
Retirement Obligations


For oil and natural 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
recorded. Plug and abandonment costs associated with unsuccessful properties
are expensed as dry-hole costs. The following table presents changes to the
asset retirement obligations.


|                               |  |                                               |      |                                       |   |      |  
|------------------------------ |  | --------------------------------------------- | ---- | ------------------------------------- | - | ---- | -
|                               |  | For the nine months ended
 September 30, 2007 |      | For the year ended
 December 31, 2006 |  
|                               |  |                                               |      |                                       |  
|                               |  | (in thousands)                                |     
|Balance -
 Beginning of period |  | $                                             | 97   |                                       | $ |     |  
|                               |  |                                               |      |                                       |   |      |  
|Liabilities
 incurred          |  |                                               | 484  |                                       |   | 767  |  
|Liabilities
 settled           |  |                                               | (424 | )                                     |   | (670 | )
|Accretion
 expense             |  |                                               | 5    |                                       |   |     |  
|                               |  |                                               |      |                                       |   |      |  
|Balance -
 End of period       |  | $                                             | 162  |                                       | $ | 97   |  
|                               |  |                                               |      |                                       |   |      |  

Syndication
Costs


Direct costs associated with
offering the Funds shares including professional fees, selling expenses and
administrative costs payable to the Manager, an affiliate of the Manager and
outside brokers are reflected as a reduction of shareholders capital.


Revenue
Recognition and Production Receivable


Oil and natural gas sales are
recognized when delivery is made by the Operator to the purchaser and title is
transferred (i.e. production has been delivered to a pipeline or transport
vehicle). At the time of transfer a production receivable is recorded.


The volume of
oil and natural gas sold on the Funds behalf may differ from the volume of oil
and natural gas to which the Fund is entitled. The Fund will account for such
oil and natural gas production imbalances by the entitlements method. Under the
entitlements method, the Fund will recognize a receivable from other working
interest owners for volumes oversold by other working interest owners, and a
payable to other working interest owners for volumes oversold by the Fund. At
September 30, 2007 and December 31, 2006, there were no material oil or natural
gas balancing arrangements between the Fund and other working interest owners.

Impairment
of Long-Lived Assets


In accordance with the
provisions of Statement of Financial Accounting Standards No. 144, Accounting
for the Impairment of Long-Lived Assets, long-lived assets, such as oil
and natural gas properties, are evaluated when events or changes in
circumstances indicate the carrying value of such assets may not be
recoverable. The determination of whether impairment has occurred is made by
comparing the carrying values of long-lived assets to the estimated future
undiscounted cash flows attributable to the asset. The impairment loss
recognized is the excess of the carrying value over the future discounted cash
flows attributable to the asset or the estimated fair value of the asset. For
the three and nine months ended September 30, 2007 and 2006, no impairments
have been recorded.


Depletion
and Amortization


Depletion and amortization of
the cost of proved oil and natural gas properties are calculated using the
units-of- production method. Proved developed reserves are used as the base for
depleting the cost of successful exploratory drilling and development 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. The Fund began production
during the third quarter 2007 and has recorded depletion of $0.2 million for
the three and nine months ended September 30, 2007.


Income
Taxes


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


8

---



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, fiduciary fees, depletion and amortization,
which are allocated 99% to shareholders and 1% to the Manager.


3. 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 accessing the reserves. Capitalized 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. The
following table reflects the net changes in unproved properties for the periods
ended September 30, 2007 and December 31, 2006. At September 30, 2007, the Fund
had no capitalized exploratory well costs greater than one year.

|                                                                                              |  |                                                |       |                                        |   |         |  
|--------------------------------------------------------------------------------------------- |  | ---------------------------------------------- | ----- | -------------------------------------- | - | ------- | -
|                                                                                              |  | For the nine months ended 
 September 30, 2007 |       | For the year ended 
 December 31, 2006 |  
|                                                                                              |  |                                                |       |                                        |  
|                                                                                              |  | (in thousands)                                 |      
|Balance - Beginning of the period                                                             |  | $                                              |      |                                        | $ |        |  
|                                                                                              |  |                                                |       |                                        |   |         |  
|Additions to capitalized exploratory well costs pending
 the determination of proved reserves |  |                                                | 5,382 |                                        |   | 10,582  |  
|Reclassifications to proved properties based on the determination of
 proved reserves         |  |                                                |      |                                        |   | (10,582 | )
|Capitalized exploratory well costs charged to dry-hole
costs                                  |  |                                                |      |                                        |   |        |  
|                                                                                              |  |                                                |       |                                        |   |         |  
|Balance - End of the period                                                                   |  | $                                              | 5,382 |                                        | $ |        |  
|                                                                                              |  |                                                |       |                                        |   |         |  

Dry-hole costs
are detailed in the table below.

|                         |  |                                           |     |                                          |   |      |  |      |       |   |   |        | 
|------------------------ |  | ----------------------------------------- | --- | ---------------------------------------- | - | ---- |  | ---- | ----- | - | - | ------ | 
|                         |  | For the three months ended
 September 30, |     | For the nine months ended
 September 30, |  
|Lease
 Block             |  | 2007                                      |     | 2006                                     |   | 2007 |  | 2006 |      
|                         |  |                                           |     |                                          |   |      |  |      |      
|                         |  | (in thousands)                           
|Green Canyon
 246        |  | $                                         | (3  | )                                        | $ |     |  | $    | 1,831 |   | $ |       | 
|South
 Timbalier 135/136 |  |                                           | (4  | )                                        |   |     |  |      | 1,684 |   |   |       | 
|West Cameron
 109        |  |                                           | (16 | )                                        |   |     |  |      | 230   |   |   |       | 
|South Marsh
 231         |  |                                           | 4   |                                          |   | 30   |  |      | (80   | ) |   | 8,454  | 
|West Cameron
 265        |  |                                           | 49  |                                          |   | 886  |  |      | 90    |   |   | 21,498 | 
|                         |  |                                           |     |                                          |   |      |  |      |       |   |   |        | 
|                         |  | $                                         | 30  |                                          | $ | 916  |  | $    | 3,755 |   | $ | 29,952 | 
|                         |  |                                           |     |                                          |   |      |  |      |       |   |   |        | 

4. Distributions

Distributions
to shareholders are allocated in proportion to the number of shares held.

The Manager
will determine whether available cash from operations, as defined in the Funds
Agreement, is to be distributed. Such distributions will be allocated 85% to
the shareholders and 15% to the Manager, as defined in the Funds Agreement.

Available cash
from dispositions, as defined in the Funds 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.

There have
been no distributions made by the Fund.

9

---



5. Related Parties

The LLC
Agreement provides that the Manager render management, administrative and
advisory services. For such services, the Manager originally received an annual
management fee, payable monthly, of 2.5% of total capital contributions.
Effective January 1, 2007, the Manager changed its policy regarding the annual
management fee. Under the new policy, the management fee is equal to 2.5% of
the total shareholder capital contributions, net of cumulative dry-hole costs
incurred by the Fund. Management fees for the three months ended September 30,
2007 and 2006 were $0.5 million and $0.9 million, respectively. For the nine
months ended September 30, 2007 and 2006, management fees were $1.6 million and
$2.6 million, respectively.

From time to
time, short-term payables and receivables, which do not bear interest, arise
from transactions with affiliates in the ordinary course of business. At
September 30, 2007, the Fund owed the Manager $70 thousand, which is included
in due to affiliates. At December 31, 2006, there were no such amounts
outstanding.

None of the
compensation to be received by 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.

6. Fair Value of Financial Instruments

As of
September 30, 2007 and December 31, 2006, the carrying value of cash and cash
equivalents, short-term investments in marketable securities and salvage fund
approximates fair value.

7. Commitments and Contingencies

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 the Operators 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
natural 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, 2007 and December 31, 2006,
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 natural 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 which is not insured
or not fully insured could have an adverse impact upon earnings and financial
position.


10

---



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

Cautionary Statement Regarding
Forward-Looking Statements

This Quarterly
Report on Form 10-Q, including all documents incorporated by reference,
includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the Securities Act) and Section 21E of
the Securities Exchange Act of 1934, as amended, and the Private Securities
Litigation Reform Act of 1995, and the safe harbor provisions thereof. These
forward-looking statements are usually accompanied by the words anticipates,
believes, plan, seek, expects, intends, estimates,
projects,
will likely result, future and similar terms and expressions. The
forward-looking statements in this Quarterly Report on Form 10-Q reflect
Ridgewood Energy P Fund, LLCs (the Fund) current views with respect to
future events and financial performance. These forward-looking statements are
subject to certain risks and uncertainties, including, among other things, the
high-risk nature of natural gas exploratory operations, the fact that the
Funds drilling activities are managed by third parties, the volatility of
natural gas prices and extraction, and those other risks and uncertainties
discussed in the Funds 2006 Annual Report on Form 10-K filed with the
Securities and Exchange Commission that could cause actual results to differ
materially from historical results or those anticipated. Readers are urged to
carefully consider all such factors.

In light of
these risks and uncertainties, there can be no assurance that the
forward-looking information contained in this Quarterly Report on Form 10-Q
will in fact occur or prove to be accurate. Readers should not place undue
reliance on the forward-looking statements contained herein, which speak only
as of the date of this filing. The Fund undertakes no obligation to publicly
revise these forward-looking statements to reflect events or circumstances that
may arise after today. All subsequent written or oral forward-looking
statements attributable to the Fund or persons acting on its behalf are
expressly qualified in their entirety by this section.

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
on Form 10-Q 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 its financial statements, and the reported
amount of revenue and expenses 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 on Form 10-Q for a
presentation of the Funds significant accounting policies. No changes have
been made to the Funds critical accounting policies and estimates since the
filing of the 2006 Annual Report on Form 10-K.

Overview of the Funds Business

The Fund is an
independent oil and natural gas producer. The Funds primary investment
objective is to generate cash flow for distribution to the Funds shareholders
through participation in oil and natural gas exploration and development
projects in the Gulf of Mexico.

Ridgewood
Energy Corporation (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
(2.5% of capital contributions, net of cumulative dry-hole costs), 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 (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 ten wells, five of
which were determined to be dry-holes, three that have resulted in discoveries
and two that are currently drilling.

11

---



Currently Drilling

Walker
Ridge 155


In the third quarter 2007, the
Fund paid $0.7 million as consideration for a 1% allocation of the Managers
interest in the Walker Ridge 155 project. Anadarko Petroleum Corporation
(Anadarko) is the operator of the project. Drilling for Walker Ridge 155, a
deep-water project, began in mid-August 2007 and is expected to be completed
late in the fourth quarter of 2007. Through September 30, 2007, the Fund has
spent $0.7 million related to this property, for which the total estimated budget
is $14.4 million.


Mississippi
Canyon 489/490


In the third quarter 2007, the
Fund acquired an 8.3% working interest in the exploratory project Mississippi
Canyon 489/490 from LLOG Exploration Offshore, Inc. (LLOG). LLOG is the operator of
the project. Drilling began in September 2007. Through September 30, 2007, the
Fund has spent $2.3 million related to this property, for which the total
estimated budget is $7.0 million.


Successful Wells

West
Cameron 593


In July 2006, the Fund acquired
a 43.28% working interest in the exploratory project West Cameron 593 from
Newfield Exploration Company (Newfield), the operator. On August 15, 2006,
the Fund started drilling West Cameron 593, a 12,849 foot single well project
in approximately 257 feet of water offshore Louisiana. West Cameron 593 was
deemed successful in mid-September 2006. In August 2007, Newfield sold its
interest in this property to McMoRan Exploration Co. (McMoRan). At that time,
McMoRan assumed Newfields responsibilities as the operator of this property.
In September 2007, the well was completed and production began. The total cost
of this property was $14.1 million.


Eugene
Island 346/347


In March 2007, the Fund
acquired a 10% working interest in the exploratory project Eugene Island
346/347 from Newfield, the operator. In June 2007, the well was deemed
successful In August 2007, Newfield sold its interest in this property to
McMoRan. At that time, McMoRan assumed Newfields responsibilities as the
operator of this property. Completion is ongoing and production is expected in
the second quarter 2008. Through September 30, 2007, the Fund has spent $3.8
million related to this property, for which the total estimated budget is $6.5
million.


Eugene
Island 354


In May 2007, the Fund acquired
a 33% working interest in the exploratory project Eugene Island 354 from the
operator, Devon Energy Production Company, L.P. (Devon). In June 2007, the
well was deemed successful and classified as a proved property at June 30,
2007. Completion efforts have concluded and production is scheduled to begin
during the fourth quarter 2007. Through September 30, 2007, the Fund has spent
$4.6 million related to this property, for which the total estimated budget is
$4.8 million.


Dry Hole Wells

South
Timbalier 135/136


On January 24, 2007, the Fund
was informed by its operator, Chevron U.S.A., Inc. (Chevron), that the
exploratory well being drilled by Chevron in the South Timbalier 135/136 lease
block did not have commercially productive quantities of either oil or natural gas
and has therefore been deemed an unsuccessful well or dry hole. The Fund owns a
10% working interest in South Timbalier 135/136. Through September 30, 2007,
dry-hole costs related to South Timbalier 135/136, including plug and
abandonment expenses, incurred by the Fund totaled $6.9 million.


Green
Canyon 246


In July 2006, the Fund acquired
a 5% working interest in the exploratory project Green Canyon 246 from Marathon
Oil Company (Marathon), the operator from acquisition date until December 28,
2006. In December 2006, oil was discovered in one reservoir of the well,
however, a side-track operation would have to be performed to determine the
commercial viability of the well. Marathon elected not to participate in the
side-track and forfeited its 40% interest. Woodside Energy (USA) Inc.
(Woodside) and the Fund elected to proceed, taking over, on a pro-rated
basis, Marathons 40% interest. The Fund increased its ownership to 8.3%, and
Woodside took over the
project as operator. Upon
completion of the side-track, on January 24, 2007, the Fund was informed that
the exploratory well being drilled did not have commercially productive
quantities of either oil or natural gas and had therefore been deemed an
unsuccessful well or dry hole. Through September 30, 2007, dry-hole costs
related to Green Canyon 246, including plug and abandonment expenses, incurred
by the Fund totaled $6.7 million.


12

---



Results of Operations

The following review of operations for the three and nine months ended
September 30, 2007 and 2006 should be read in conjunction with the Funds
financial statements and the notes thereto.
The following table summarizes the Funds results of operations.

|                                                 |  |                                 |                |                                  |   |        |   |      |        |   |   |         |   | 
|------------------------------------------------ |  | ------------------------------- | -------------- | -------------------------------- | - | ------ | - | ---- | ------ | - | - | ------- | - | 
|                                                 |  | Three months endedSeptember 30, |                | Nine months ended  September 30, |   |       
|                                                 |  | 2007                            |                | 2006                             |   | 2007   |   | 2006 |        |  
|                                                 |  |                                 |                |                                  |   |        |   |      |        |  
|                                                 |  |                                 | (in thousands) |                                  |  
|Revenue                                          |  |                                 |                |                                  |  
|Oil and gas
  revenue                            |  | $                               | 336            |                                  | $ |       |   | $    | 336    |   | $ |        |   | 
|                                                 |  |                                 |                |                                  |   |        |   |      |        |   |   |         |   | 
|Expenses                                         |  |                                 |                |                                  |   |        |   |      |        |   |   |         |   | 
|Depletion and
  amortization                     |  |                                 | 211            |                                  |   |       |   |      | 211    |   |   |        |   | 
|Dry-hole costs                                   |  |                                 | 30             |                                  |   | 916    |   |      | 3,755  |   |   | 29,952  |   | 
|Management fees
  to affiliate                   |  |                                 | 537            |                                  |   | 865    |   |      | 1,615  |   |   | 2,594   |   | 
|Lease operating
  expense                        |  |                                 | 9              |                                  |   |       |   |      | 9      |   |   |        |   | 
|Other operating
  expenses                       |  |                                 | 46             |                                  |   |       |   |      | 165    |   |   |        |   | 
|General and
  administrative expenses            |  |                                 | 188            |                                  |   | 108    |   |      | 532    |   |   | 331     |   | 
|                                                 |  |                                 |                |                                  |   |        |   |      |        |   |   |         |   | 
|Total expenses                                   |  |                                 | 1,021          |                                  |   | 1,889  |   |      | 6,287  |   |   | 32,877  |   | 
|                                                 |  |                                 |                |                                  |   |        |   |      |        |   |   |         |   | 
|Loss from
  operations                           |  |                                 | (685           | )                                |   | (1,889 | ) |      | (5,951 | ) |   | (32,877 | ) | 
|Other income                                     |  |                                 |                |                                  |   |        |   |      |        |   |   |         |   | 
|Interest income                                  |  |                                 | 529            |                                  |   | 1,063  |   |      | 1,913  |   |   | 3,040   |   | 
|Realized gain
  (loss) on short-term investments |  |                                 |               |                                  |   | 2      |   |      |       |   |   | (16     | ) | 
|                                                 |  |                                 |                |                                  |   |        |   |      |        |   |   |         |   | 
|Net loss                                         |  |                                 | (156           | )                                |   | (824   | ) |      | (4,038 | ) |   | (29,853 | ) | 
|Other comprehensive loss                         |  |                                 |                |                                  |   |        |   |      |        |   |   |         |   | 
|Unrealized loss
  on marketable securities       |  |                                 |               |                                  |   |       |   |      |       |   |   | (51     | ) | 
|                                                 |  |                                 |                |                                  |   |        |   |      |        |   |   |         |   | 
|Total
  comprehensive loss                       |  | $                               | (156           | )                                | $ | (824   | ) | $    | (4,038 | ) | $ | (29,904 | ) | 
|                                                 |  |                                 |                |                                  |   |        |   |      |        |   |   |         |   | 

Oil and Gas Revenue.
The Funds first successful well, West Cameron 593, began production in
September 2007. Prior to this time, the Fund had no revenues and was classified
as an exploratory stage enterprise. The Fund is no longer an exploratory stage
enterprise. Production for two additional wells, Eugene Island 354 and Eugene
Island 346/347 is scheduled to begin in fourth quarter 2007 and second quarter
2008, respectively, upon successful completion efforts.

During the three and nine months ended September 30, 2007, revenues
were $0.3 million. Oil prices averaged approximately $79 per barrel and gas
prices averaged approximately $5.95 per mcf. West Cameron 593 produced and sold
approximately 2,200 barrels of oil and 28 thousand mcf of gas.

Operating and Other Expenses

Depletion and Amortization.
For the three and nine months ended September 30, 2007, depletion and
amortization was $0.2 million. The Funds first producing well, West Cameron
593, was placed in service in September 2007. Prior to that time, the Fund did
not have production and therefore did not have depletion or amortization
expense.

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. The following table
summarizes dry-hole costs inclusive of plug and abandonment costs. During the
three months ended September 30, 2007, certain wells received credits from
their respective operators upon review and audit of the wells costs.

13

---



|                        |  |                                          |     |                                         |   |      |  |      |       |   |   |        | 
|----------------------- |  | ---------------------------------------- | --- | --------------------------------------- | - | ---- |  | ---- | ----- | - | - | ------ | 
|                        |  | For the three months ended September 30, |     | For the nine months ended September 30, |  
|Lease
  Block           |  | 2007                                     |     | 2006                                    |   | 2007 |  | 2006 |      
|                        |  |                                          |     |                                         |   |      |  |      |      
|                        |  | (in thousands)                           |    
|Green Canyon 246        |  | $                                        | (3  | )                                       | $ |     |  | $    | 1,831 |   | $ |       | 
|South Timbalier 135/136 |  |                                          | (4  | )                                       |   |     |  |      | 1,684 |   |   |       | 
|West Cameron 109        |  |                                          | (16 | )                                       |   |     |  |      | 230   |   |   |       | 
|South Marsh 231         |  |                                          | 4   |                                         |   | 30   |  |      | (80   | ) |   | 8,454  | 
|West Cameron 265        |  |                                          | 49  |                                         |   | 886  |  |      | 90    |   |   | 21,498 | 
|                        |  |                                          |     |                                         |   |      |  |      |       |   |   |        | 
|                        |  | $                                        | 30  |                                         | $ | 916  |  | $    | 3,755 |   | $ | 29,952 | 
|                        |  |                                          |     |                                         |   |      |  |      |       |   |   |        | 

Management Fees. The
Manager receives an annual management fee of 2.5% of total capital
contributions, payable monthly, to cover expenses associated with overhead
incurred by the Manager for its ongoing management, administrative and advisory
services. Such overhead expenses include but are not limited to rent, payroll
and benefits for employees of the Manager, and other administrative costs.
Commencing in January 1, 2007, the management fee was reduced by 2.5% of the
cumulative dry-hole expenses incurred by the Fund, resulting in a decrease of
$0.3 million and $1.0 million, for the three and nine month periods ended
September 30, 2007, respectively. Management fees for the three months ended
September 30, 2007 and 2006 were $0.5 million and $0.9 million, respectively.
Management fees for the nine months ended September 30, 2007 and 2006 were $1.6
million and $2.6 million, respectively.

Lease Operating Expense. For
the three and nine months ended September 30, 2007, lease operating expense was
$9 thousand related to the onset of production for the Funds first producing
well, West Cameron 593, which was placed in service in September 2007. Prior to
that time, the Fund did not have production and therefore did not have lease
operating expense.

Other Operating Expense. Other
operating expenses for the three and nine months ended September 30, 2007 were
$46 thousand and $165 thousand, respectively. For the three months ended
September 30, 2007, geological costs totaling $44 thousand were incurred
related to Mississippi Canyon 490 and Eugene Island 346/347. For the nine
months ended September 30, 2007, geological costs of $115 thousand, $35
thousand, and $10 thousand were incurred related to Eugene Island 354,
Mississippi Canyon 490, and Eugene Island 346/347, respectively. Accretion
expense for the three and nine months ended September 30, 2007 was $2 thousand
and $5 thousand, respectively, for the Funds proven properties, West Cameron
593 and Eugene Island 354. There were no other operating expenses for the three
and nine month periods ended September 30, 2006.

General and Administrative Expenses. Accounting,
legal, fiduciary fees and insurance expenses represent costs specifically
identifiable or allocable to the Fund. Accounting and legal fees represent
annual audit and tax preparation fees, quarterly reviews and filing fees of the
Fund.  Insurance expense represents
premiums related to well control insurance and production insurance, which
increased due to the onset of production for West Cameron 593 as well as the
increase in drilling activities.

The following
table summarizes general and administrative expenses.

|                          |  |                                          |     |                                            |   |      |  |      |     |  |   |     | 
|------------------------- |  | ---------------------------------------- | --- | ------------------------------------------ | - | ---- |  | ---- | --- |  | - | --- | 
|                          |  | For the three months ended September 30, |     | For the nine months ended 
  September 30, |  
|                          |  | 2007                                     |     | 2006                                       |   | 2007 |  | 2006 |    
|                          |  |                                          |     |                                            |   |      |  |      |    
|                          |  | (in thousands)                           |    
|Accounting and legal fees |  | $                                        | 62  |                                            | $ | 40   |  | $    | 159 |  | $ | 136 | 
|Insurance                 |  |                                          | 109 |                                            |   | 18   |  |      | 307 |  |   | 57  | 
|Trust fees                |  |                                          | 17  |                                            |   | 50   |  |      | 65  |  |   | 137 | 
|Other                     |  |                                          |    |                                            |   |     |  |      | 1   |  |   | 1   | 
|                          |  |                                          |     |                                            |   |      |  |      |     |  |   |     | 
|                          |  | $                                        | 188 |                                            | $ | 108  |  | $    | 532 |  | $ | 331 | 
|                          |  |                                          |     |                                            |   |      |  |      |     |  |   |     | 

14

---



Interest Income. Interest
income represents interest earned on money market accounts and short-term US
Treasury Notes. For the three months ended September 30, 2007, interest income
was $0.5 million, a $0.5 million decrease from the three months ended September
30, 2006. For the nine months ended September 30, 2007, interest income was
$1.9 million, a $1.1 million decrease from the nine months ended September 30,
2006. Decreases in average outstanding balances earning interest due to
property expenditures during the three and nine months ended September 30, 2007
were partially offset by an increase in average interest rates.

Other Comprehensive Loss. Other
comprehensive loss is comprised solely of the unrealized losses on short-term
investments and represents unrealized losses on available-for-sale marketable
debt securities. For the nine months ended September 30, 2006, the unrealized
loss totaled $51 thousand. During 2006, the US Treasury Note reached its
maturity and the unrealized loss was recorded to offset the previously recorded
unrealized gain.

Capital Resources and Liquidity

Operating Cash Flows


Cash flows used in operating activities for the nine months ended
September 30, 2007 were $1.0 million. Management fees and general and
administrative and other expenses totaling $2.3 million and unfavorable working
capital of $0.3 million were partially offset by interest income received of
$1.5 million.


Cash flows used in operating activities for the nine months ended
September 30, 2006 were $2.2 million, primarily related to management fees and
general and administrative expenses totaling $2.9 million, partially offset by
interest income received of $0.8 million.

Investing Cash Flows


Cash flows used in investing activities for the nine months ended
September 30, 2007 were $1.4 million, related to investments in capital
expenditures for oil and gas properties of $27.0 million, advances to operators
of $1.4 million and the purchase of US Treasury Notes of $23.5 million,
partially offset by proceeds from the maturity of US Treasury Notes of $50.6
million.


Cash flows provided by investing activities for the nine months ended
September 30, 2006 were $32.7 million, related to proceeds from the maturity of
US Treasury Notes of $89.1 million, partially offset by the purchase of US
Treasury Notes of $48.1 million and $8.2 million for capital expenditures for
oil and gas properties.

Financing Cash Flows


There were no
cash flows related to financing activities for the nine months ended September
30, 2007.


Cash flows used in financing activities for the nine months ended
September 30, 2006 were $2 thousand related to the payment of syndication
costs.

Estimated Capital Expenditures

The Fund has entered into several participation and operating
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, 2007, such estimated capital expenditures totaled $21.2 million,
all of which is expected to be paid out of unspent cash.

The table below presents exploration and development capital
expenditures for currently drilling projects as well as estimated budgeted
amounts. Remaining unspent cash will be reallocated
to one or more new unspecified projects.

15

---



|                            |  |                                 |        |                             |   |                      |  |                  |       |  |   |        | 
|--------------------------- |  | ------------------------------- | ------ | --------------------------- | - | -------------------- |  | ---------------- | ----- |  | - | ------ | 
|Lease Block                 |  | Spent throughSeptember 30, 2007 |        | To be spentless than 1 year |   | To be spent1-2 years |  | Totalto be spent |      
|                            |  |                                 |        |                             |   |                      |  |                  |      
|                            |  | (in thousands)                  |       
|Eugene
 Island 354          |  | $                               | 4,641  |                             | $ | 119                  |  | $                |      |  | $ | 119    | 
|Eugene
 Island 346/347      |  |                                 | 3,805  |                             |   | 2,675                |  |                  |      |  |   | 2,675  | 
|Mississippi
 Canyon 489/490 |  |                                 | 2,294  |                             |   | 4,736                |  |                  |      |  |   | 4,736  | 
|Walker Ridge
 155           |  |                                 | 721    |                             |   | 4,179                |  |                  | 9,450 |  |   | 13,629 | 
|West Cameron
 593           |  |                                 | 14,079 |                             |   |                     |  |                  |      |  |   |       | 
|                            |  |                                 |        |                             |   |                      |  |                  |       |  |   |        | 
|                            |  | $                               | 25,540 |                             | $ | 11,709               |  | $                | 9,450 |  | $ | 21,159 | 
|                            |  |                                 |        |                             |   |                      |  |                  |       |  |   |        | 

Liquidity Needs

The Funds
primary short-term liquidity needs are to fund its 2007 operations, including
management fees and capital expenditures, with existing cash on-hand and income
earned from its short-term investments and cash and cash equivalents. The
Manager is entitled to receive an annual management fee from the Fund
regardless of whether the Fund is profitable in that year. The annual fee,
payable monthly, had originally been equal to 2.5% of total capital contributed
by shareholders. Effective January 1, 2007, the Manager has changed its policy
regarding the annual management fee. Commencing in January 2007, the management
fee payable is equal to 2.5% of the total shareholder capital contributions,
net of cumulative dry-hole expenses incurred by the Fund.

On a long-term
basis, until one of the Funds projects begins producing, all or a portion of
the management fee is paid generally from the interest or dividend income
generated by the Funds development capital that has not been spent, although
the management fee can be paid out of capital contributions. Such interest
and/or dividend income is more than enough to cover Fund expenses, including
the management fee. Generally, it can take anywhere from 18 to 24 months to
bring a project to production, however deeper well projects, such as Walker
Ridge 155, can take longer. Once a well is on production, the management fee
and Fund expenses are paid from operating income. Over time as a well produces
the Fund may recover some or the entire management fee that may have been paid
out of capital contributions.

Distributions,
if any, are funded from cash flow from operations, and the frequency and amount
are within the Managers discretion subject to available cash from operations,
reserve requirements and Fund operations.

The capital
raised by the Fund in its private placement is more than likely all the capital
it will be able to obtain for investments in projects. The number of projects
in which the Fund can invest will naturally be limited and each unsuccessful
project the Fund experiences, if any, will not only reduce its ability to
generate revenue, but also exhaust its limited supply of capital. Typically,
the Manager seeks an investment portfolio that combines high and low risk
exploratory projects.

When the
Manager makes a decision for participation 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 that are
anticipated to be drilled. If the 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.

Off-Balance Sheet Arrangements

The Fund had
no off-balance sheet arrangements as of September 30, 2007 and December 31,
2006 and does not anticipate the use of such arrangements in the future.

Contractual Obligations

The Fund
enters into operating agreements with Operators. On behalf of the Fund, as well
as the other working interest owners, the Operator will enter into various
contractual commitments pertaining to exploration, development and production
activities. Pursuant to the terms of the operating agreement, the Operator has
the authority to enter into such contracts and the Fund does not execute or
negotiate any such contracts. No contractual obligations exist at September 30,
2007 and December 31, 2006 pursuant to agreements executed directly by the Fund.

16

---



ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK

Projects
drilled may not have commercially productive oil and natural gas reservoirs. In
such an event, the Funds revenue, future results of operations and financial
condition would be adversely impacted.

The Fund does
not have or use, any derivative instruments nor does it have any plans to enter
into such derivative arrangements. The Fund will generally invest cash in
high-quality credit instruments consisting primarily of money market funds,
bankers acceptance notes and government agency securities with maturities of
six months or less. The Fund does not expect any material loss from cash
equivalents and therefore believes its potential interest rate exposure is not
material. The Fund has no plan to conduct any international activities and
therefore believes it is not subject to foreign currency risk.

The principal
market risks to which the Fund is exposed that may adversely impact the Funds
results of operations and financial position are changes in oil and natural gas
prices.

Low commodity
prices could have an adverse affect on the Funds future profitability and, in
such an event the Fund may be required by accounting rules to write down the
carrying value of the Funds projects. Revenue to the Fund will be sensitive to
changes in price to be received for oil and natural gas production. Prevailing
market prices fluctuate in response to many factors that are outside of the
Funds control such as the supply and demand for oil and natural gas.
Availability of alternative fuels as well as seasonal risks such as hurricanes
can also impact the supply and demand.

High oil and
natural gas prices have resulted in a strong demand for and a tight supply of
drilling rigs necessary to drill new projects. The increased cost in daily rig
rates could have a negative impact on the return to shareholders in the Fund.
The shortage of drilling rigs could delay the application of capital to such
projects and thus delay revenue from operations.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and
Procedures

The Fund
maintains disclosure controls and procedures, as such term is defined under
Securities and Exchange Act of 1934 (Exchange Act) Rule 13a-15(e), that
are designed to ensure that information required to be disclosed in the Funds
Exchange Act reports is recorded, processed, summarized and reported within the
same time periods specified in the SECs rules and forms, and that such
information is accumulated and communicated to its management, including its
Chief Executive Officer and Chief Financial Officer, as appropriate, to allow
timely decisions regarding required disclosures. In designing and evaluating
the disclosure controls and procedures, the Funds management recognized that
any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives
and its management necessarily was required to apply its judgment in evaluating
the cost-benefit relationship of possible controls and procedures. The Fund has
carried out an evaluation, as of September 30, 2007, under the supervision and
with the participation of its management, including its Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation
of the Funds disclosure controls and procedures. Based upon their evaluation
and subject to the foregoing, such procedures were effective.

Because the
Fund is not an Accelerated Filer as defined in Rule 12b-2 of the Exchange
Act, the Fund is not presently required to file Managements annual report on
internal control over financial reporting and the Attestation report of the
registered public accounting firm required by Item 308(a) and (b) of Regulation
S-K promulgated under the Securities Act. Under current rules, because the Fund
is neither a large accelerated filer nor an accelerated filer, the Fund is
not required to provide managements report on internal control over financial
reporting until the Fund files its annual report for 2007 and compliance with
the auditors attestation report requirement is not required until the Fund
files its annual report for 2008. The Fund currently expects to comply with
these requirements at such time as the Fund is required to do so.

17

---



Changes in Internal Controls over Financial
Reporting

In the course
of the Funds initial evaluation of disclosure controls and procedures,
management considered certain internal control areas in which the Fund has made
and are continuing to make changes to improve and enhance controls. Based upon
that evaluation, the CEO and CFO concluded that there were no changes in the
Funds internal control over financial reporting identified in connection with
the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15
that occurred during the quarter ended September 30, 2007 that have materially
affected, or are reasonably likely to materially affect, the Funds internal
control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There have
been no changes to the legal proceedings disclosed in the Funds most recent
Annual Report on Form 10-K.

ITEM 1A. RISK FACTORS

For information regarding factors that could affect the Funds results
of operations, financial condition and liquidity, see risk factors discussed
under Managements Discussion and Analysis of Financial Condition and Results
of Operations in Item 7 of the Funds 2006 Annual Report on Form 10-K. There
have been no material changes from the risk factors previously disclosed in the
Funds most recent Annual Report on Form 10-K.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

None.

18

---



ITEM
6. EXHIBITS

|               |  |                                                                                                                                                                                                                                                                   
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT
NUMBER |  | TITLE OF EXHIBIT                                                                                                                                                                                                                                                  
|               |  |                                                                                                                                                                                                                                                                   
|               |  |                                                                                                                                                                                                                                                                   
|10.1           |  | Participation
 Agreement between Chevron U.S.A., Inc. and Ridgewood Energy Corporation as
 Manager for South Timbalier 135/136. (previously filed)                                                                                                                
|               |  |                                                                                                                                                                                                                                                                   
|10.2           |  | Participation
 Agreement between Newfield Exploration Company and Ridgewood Energy
 Corporation as Manager for West Cameron 593. (previously filed)                                                                                                               
|               |  |                                                                                                                                                                                                                                                                   
|10.3           |  | Participation
 Agreement between Newfield Exploration Company and Ridgewood Energy
 Corporation as Manager for Eugene Island 346/347. (previously filed)                                                                                                          
|               |  |                                                                                                                                                                                                                                                                   
|10.4           |  | Participation
 Agreement between Devon Energy Production Company L.P. and Ridgewood Energy
 Corporation as Manager for Eugene Island Block 337. (previously filed)                                                                                                
|               |  |                                                                                                                                                                                                                                                                   
|10.5           |  | Participation
 Agreement between Devon Energy Production Company L.P. and Ridgewood Energy
 Corporation as Manager for Eugene Island Block 354. (previously filed)                                                                                                
|               |  |                                                                                                                                                                                                                                                                   
|10.6           |  | Participation
 Agreement between LLOG Exploration Offshore, Inc. and Ridgewood Energy
 Corporation as Manager for Mississippi Canyon 489/490                                                                                                                      
|               |  |                                                                                                                                                                                                                                                                   
|10.7           |  | Participation
 Agreement between Kerr-McGee Oil & Gas Corporation and Ridgewood Energy
 Corporation as Manager for Walker Ridge 155                                                                                                                               
|               |  |                                                                                                                                                                                                                                                                   
|31.1           |  | Certification
 of Robert E. Swanson, Chief Executive Officer, pursuant to Securities
 Exchange Act Rule 13a-14(a).                                                                                                                                                
|               |  |                                                                                                                                                                                                                                                                   
|31.2           |  | Certification
 of Kathleen P. McSherry, Chief Financial Officer, pursuant to Securities
 Exchange Act Rule 13a-14(a).                                                                                                                                             
|               |  |                                                                                                                                                                                                                                                                   
|32             |  | 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 Company and Kathleen P. McSherry, Chief Financial Officer of
 the Company.

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.

|       |  |                   |  |     |  |        |  |                                                      
|------ |  | ----------------- |  | --- |  | ------ |  | -----------------------------------------------------
|Dated: |  | November 2,
 2007 |  |     |  |        |  | RIDGEWOOD
 ENERGY P FUND, LLC                        
|       |  |                   |  |     |  |        |  |                                                      
|       |  |                   |  | By: |  | /s/    |  | ROBERT E.
 SWANSON                                   
|       |  |                   |  |     |  | Name:  |  | Robert E.
 Swanson                                   
|       |  |                   |  |     |  | Title: |  | President
 and Chief Executive Officer               
|       |  |                   |  |     |  |        |  | (Principal
 Executive Officer)                       
|       |  |                   |  |     |  |        |  |                                                      
|Dated: |  | November 2,
 2007 |  |     |  |        |  |                                                      
|       |  |                   |  | By: |  | /s/    |  | KATHLEEN P.
 MCSHERRY                                
|       |  |                   |  |     |  | Name:  |  | Kathleen P.
 McSherry                                
|       |  |                   |  |     |  | Title: |  | Executive
 Vice President and Chief Financial Officer
|       |  |                   |  |     |  |        |  | (Principal
 Financial and Accounting Officer)        

19

---