UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   FORM 10-Q/A
                                 Amendment No. 2



 |X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
          For the quarterly period ended June 30, 2005 or

 |_|  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 000-51267

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


                Delaware                            11-3719724
    (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  |_| No  |X|


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 |_|  Accelerated filer |_|   Non-accelerated filer |X|


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


As of March 9, 2007 there were 350.1081 shares of membership interest of the
registrant outstanding.



<PAGE>



Explanatory Paragraph

This Amendment No. 2 on Form 10-Q/A (the "Form 10-Q/A") to the Ridgewood Energy
L Fund, LLC (the "Fund") Form 10-Q (the "Original Filing") originally filed with
the Securities and Exchange Commission (the "SEC") on August 15, 2005, is a
result of the restatement of our financial statements as of June 30, 2005, for
the three and six months ended June 30, 2005, and for the period May 27, 2004
(Inception) through June 30, 2005.

We are restating our previously reported financial information for these periods
to correct for the following: (1) reclassifications of advances to operators for
working interest and expenditures account from unproved properties and the
salvage fund from cash and cash equivalents, (2) over accrual for unproved
properties, and (3) recording of asset retirement obligations and related
accretion expense.

This Form 10-Q/A also reflects the effects of restatements to prior periods. The
restatements are described in more detail in Note 9 to the Unaudited Condensed
Financial Statements included elsewhere in this report.

This amendment only amends and restates the Original and amended Filings solely
as a result of, and to reflect, the restatement, and no other information in the
Original Filing is amended hereby, except for the Business Update included in
Item 2., which reflects the current status of each project.




                                       2
<PAGE>


                                      Table of Contents
<TABLE>
Part I - FINANCIAL INFORMATION                                                                      Page

<S>                                                                                                  <C>
   Item 1.  Financial Statements (Unaudited):
      Condensed Balance Sheets as of June 30, 2005 (restated) and December 31, 2004 ..................4
      Condensed Statements of Operations for the three and six months ended June 30, 2005 (restated)
         and May 27, 2004 (Inception) through June 30, 2005 (restated)................................5
      Condensed Statements of Cash Flows for the six months ended June 30, 2005 (restated) ...........6
       and May 27, 2004 (Inception) through June 30, 2005 (restated)
      Notes to Unaudited Condensed Financial Statements ..............................................7
   Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations ...21
   Item 3.  Quantitative and Qualitative Disclosures About Market Risk ..............................27
   Item 4.  Controls and Procedures .................................................................27

Part II - OTHER INFORMATION

   Item 6.  Exhibits ................................................................................30

   SIGNATURES .......................................................................................31
</TABLE>





                                       3
<PAGE>

                          RIDGEWOOD ENERGY L FUND, LLC
                        (An exploratory stage enterprise)
                             CONDENSED BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                June 30, 2005        December 31, 2004
                                                                -------------        -----------------
                                                                 (Restated -
                                                                  see note 9)
<S>                                                              <C>                    <C>
                                ASSETS
Current assets:
    Cash and cash equivalents                                    $ 30,804,394           $ 35,341,401
    Interest receivable                                                     -                 16,738
    Prepaid expenses                                                    3,175                 22,228
                                                                 ------------           ------------
       Total current assets                                        30,807,569             35,380,367
                                                                 ------------           ------------
Salvage fund                                                        1,019,556              1,004,754
                                                                 ------------           ------------

Oil and gas properties
    Advances to operators for working interests and
        expenditures                                                1,260,240              3,635,572
    Proved properties                                               6,374,608                      -
    Unproved properties                                                     -                209,113
                                                                 ------------           ------------
       Total oil and gas properties                                 7,634,848              3,844,685
                                                                 ------------           ------------
       Total assets                                              $ 39,461,973           $ 40,229,806
                                                                 ============           ============

                   LIABILITIES AND MEMBERS' CAPITAL

Current liabilities:
    Due to operators                                             $    260,060           $          -
    Accrued expenses payable                                           18,058                 16,240
                                                                 ------------           ------------
       Total current liabilities                                      278,118                 16,240
                                                                 ------------           ------------
Non-current liabilities:
    Asset retirement obligations                                      325,602                      -
                                                                 ------------           ------------
       Total non-current liabilities                                  325,602                      -
                                                                 ------------           ------------
    Total Liabilities                                                 603,720                 16,240
                                                                 ------------           ------------

Commitments and contingencies (Note 8)

Members' capital:
    Manager:
       Accumulated deficit                                           (242,165)              (116,883)
                                                                 ------------           ------------
       Manager's total                                               (242,165)              (116,883)
                                                                 ------------           ------------
    Shareholders:
       Capital contributions (670 shares authorized;
           350.1081 issued and outstanding)                        51,400,840             51,400,840
       Syndication costs                                           (5,501,727)            (5,501,727)
       Accumulated deficit                                         (6,798,695)            (5,568,664)
                                                                 ------------           ------------
       Shareholders' total                                         39,100,418             40,330,449
                                                                 ------------           ------------
       Total members' capital                                      38,858,253             40,213,566
                                                                 ------------           ------------
       Total liabilities and members' capital                    $ 39,461,973           $ 40,229,806
                                                                 ============           ============


   The accompanying notes are an integral part of these unaudited condensed financial statements.
</TABLE>

                                       4
<PAGE>


                          RIDGEWOOD ENERGY L FUND, LLC
                        (An exploratory stage enterprise)
                        CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                      For the period
                                                                                                       May 27, 2004
                                                      For the three months     For the six months      (Inception)
                                                            ended                    ended               through
                                                         June 30, 2005           June 30, 2005        June 30, 2005
                                                         -------------           -------------        -------------
                                                          (Restated -            (Restated -           (Restated -
                                                          see note 9)            see note 9)           see note 9)
<S>                                                        <C>                   <C>                   <C>
Revenue
    Oil and gas revenues                                   $         -           $         -           $         -
                                                           -----------           -----------           -----------
Expenses
    Investment fees to affiliate (Note 6)                            -                     -             2,315,967
    Dry-hole costs                                             880,266               880,266             3,760,994
    Accretion expense                                            2,424                 2,424                 2,424
    Management fees to affiliate (Note 6)                      321,257               642,514             1,191,820
    Other general and administrative expenses                  139,449               155,550               200,439
                                                           -----------           -----------           -----------
      Total expenses                                         1,343,396             1,680,754             7,471,644
                                                           -----------           -----------           -----------
      Loss from operations                                  (1,343,396)           (1,680,754)           (7,471,644)

Other income
    Interest income                                            219,500               325,441               430,784
                                                           -----------           -----------           -----------
      Total other income                                       219,500               325,441               430,784
      Net loss                                             $(1,123,896)          $(1,355,313)          $(7,040,860)
                                                           -----------           -----------           -----------
      Manager - Net loss                                   $   (75,738)          $  (125,282)          $  (242,165)
      Shareholders - Net loss                              $(1,048,158)          $(1,230,031)          $(6,798,695)
      Net loss per share                                   $    (2,994)          $    (3,513)          $   (19,419)



   The accompanying notes are an integral part of these unaudited condensed financial statements.
</TABLE>

                                       5
<PAGE>

                          RIDGEWOOD ENERGY L FUND, LLC
                        (An exploratory stage enterprise)
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                           For the period
                                                                                            May 27, 2004
                                                                     For the six months      (Inception)
                                                                            ended               through
                                                                        June 30, 2005       June 30, 2005
                                                                        -------------       -------------
                                                                          (Restated -        (Restated -
                                                                          see note 9)        see note 9)
<S>                                                                      <C>               <C>
Cash flows from operating activities
    Net loss                                                             $ (1,355,313)     $ (7,040,860)
    Adjustments to reconcile net loss to net cash
      used in operating activities

      Dry-hole costs                                                          880,266         3,760,994
      Accretion expense                                                         2,424             2,424
      Changes in assets and liabilities
        Decrease (increase) in prepaid expenses                                19,053            (3,175)
        Decrease in interest receivable                                        16,738                 -
        Increase in accrued expenses payable                                    1,818            18,058
                                                                         ------------      ------------
        Net cash used in operating activities                                (435,014)       (3,262,559)
                                                                         ------------      ------------

Cash flows from investing activities
    Payments to operators for working interests and expenditures                    -        (3,635,572)
    Capital expenditures for oil and gas properties                        (4,087,191)       (7,177,032)
    Funding of salvage fund                                                         -        (1,000,000)
    Interest income reinvested - salvage fund                                 (14,802)          (19,556)
                                                                         ------------      ------------
        Net cash used in investing activities                              (4,101,993)      (11,832,160)
                                                                         ------------      ------------
Cash flows from financing activities
    Contributions from shareholders                                                 -        51,400,840
    Syndication costs paid                                                          -        (5,501,727)
                                                                         ------------      ------------
        Net cash provided by financing activities                                   -        45,899,113
                                                                         ------------      ------------

        Net (decrease) increase in cash and cash equivalents               (4,537,007)       30,804,394
        Cash and cash equivalents, beginning of period                     35,341,401                 -
                                                                         ------------      ------------
        Cash and cash equivalents, end of period                         $ 30,804,394      $ 30,804,394
                                                                         ============      ============

Supplemental schedule of non-cash investing activities
        Advances used for capital expenditures in oil and
           gas properties reclassified to proved properties              $  2,375,332      $  2,375,332
                                                                         ============      ============


   The accompanying notes are an integral part of these unaudited condensed financial statements.
</TABLE>


                                       6
<PAGE>


                          RIDGEWOOD ENERGY L FUND, LLC
                        (An exploratory stage enterprise)
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


1.       Organization and Purpose

The Ridgewood Energy L Fund, LLC ("Fund"), a Delaware limited liability company,
was formed on May 27, 2004 and operates pursuant to a limited liability company
agreement ("LLC Agreement") dated as of July 6, 2004 by and among Ridgewood
Energy Corporation ("Manager") and the shareholders of the Fund. Although the
date of formation is May 27, 2004, the Fund did not begin operations until July
22, 2004 when it began its private offering of shares. There were no business
activities prior to July 22, 2004 and as such, no prior period comparative
financial information is presented.

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.

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 6).

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 period ended December 31, 2004 included in the Fund's 2005
Annual Report on form 10-K/A filed with the Securities and Exchange Commission
("SEC").


                                       7
<PAGE>

     Exploratory Stage Enterprise

Management uses various criteria to evaluate whether the Fund is an exploratory
stage enterprise, including but not limited to, the success of drilling, the
timing, significance, quality and flow of production and the results of reserve
reports obtained from experts. On a case by case basis, once a project begins
production, management performs diligent analysis at regular intervals utilizing
the various criteria noted above to determine the appropriate classification of
the Fund as an exploratory stage entity. Based on such an analysis, management
has determined the Fund continues to be an exploratory stage enterprise.

     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, impairment allowances and
environmental liabilities. Actual results may differ from those estimates.

     Advances to Operators for Working Interests and Expenditures

Each participation agreement the Fund executes for an exploratory project
requires the Fund to make a payment to the working interest owner for the Fund's
ownership rights and working interest in the project. The Fund will account for
such payments as advances to operators for working interests and expenditures.
As drilling costs are incurred the advances are transferred to unproved
properties.

     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.

                                       8
<PAGE>

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 resulting gain or loss is recognized. On the sale
or retirement of an unproved property, gain or loss on the sale is recognized,
taking into consideration the amount of any recorded impairment if the property
had been assessed for impairment. 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 after
recognizing estimated salvage values are depleted by the unit-of-production
method.

As of June 30, 2005 and December 31, 2004, amounts recorded in due to operators
totaling approximately $0.2 million and nil, respectively, related to the
acquisition of oil and natural gas property.

     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 Fund has not earned revenue from inception through
June 30, 2005.

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. For volumes oversold by the Fund, a payable to other working interest
owners will be recorded. As of June 30, 2005 and December 31, 2004, there were
no oil or natural gas balancing arrangements between the Fund and other working
interest owners.

     Interest Income

Interest income is recognized when earned.

     Syndication Costs

Direct costs associated with offering the Fund's shares including professional
fees; such as outside due diligence costs, legal advice with regard to the
offering, selling expenses and administrative costs relating to broker-dealer
relationships, payable to the Manager, an affiliate of the Manager and outside
brokers are reflected as a reduction of shareholders' capital.

     Asset Retirement Obligations

For oil and natural gas properties, there are obligations to perform removal and
remediation activities when the properties are retired. The Financial Accounting
Standards Board ("FASB") issued Statement of Financial Accounting Standards
("SFAS") No. 143, "Accounting for Asset Retirement Obligations" ("SFAS No.
143"), effective for years beginning after December 15, 2002. SFAS No. 143


                                       9
<PAGE>

requires the Fund to record a separate liability for the discounted present
value of the Fund's asset retirement obligations, with an offsetting increase to
the related oil and natural gas properties on the balance sheet. 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 projects are expensed as incurred as dry-hole costs.


                                             June 30, 2005
                                             -------------
Balance - Beginning of period                   $      -

Liabilities incurred                             323,178
Liabilities settled                                    -
Accretion expense                                  2,424
                                                --------
Balance - End of period                         $325,602
                                                ========

In March 2005, the FASB issued FASB Interpretation ("FIN") No. 47, "Accounting
for Conditional Asset Retirement Obligations" ("FIN 47"). This interpretation
clarifies that the term "conditional asset retirement obligation" as used in
FASB No. 143 refers to a legal obligation to perform an asset retirement
activity in which the timing and/or method of settlement are conditional on a
future event that may or may not be within the control of the entity incurring
the obligation. The obligation to perform the asset retirement activity is
unconditional even though uncertainty exists about the timing and/or method of
settlement. Thus, the timing and/or method of settlement may be conditional on a
future event. Accordingly, an entity is required to recognize a liability for
the fair value of a conditional asset retirement obligation if the fair value of
the liability can be reasonably estimated. Uncertainty about the timing and/or
method of settlement of a conditional asset retirement obligation should be
factored into the measurement of the liability, rather than the timing of
recognition of the liability, when sufficient information exists. FIN 47 is
effective for calendar year-end entities no later than December 31, 2005. The
Fund does not expect the adoption of FIN 47 to have an impact on the Fund's 2005
financial position or results of operations.

     Impairment of Long-Lived Assets

In accordance with the provisions of SFAS No. 144, "Accounting for the
Impairment of Long-Lived Assets" ("SASF No. 144"), 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 six months
ended June 30, 2005 and for the period May 27, 2004 (Inception) through June 30,
2005, the Fund had no impairments of long-lived assets.


                                       10
<PAGE>


     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.
As of June 30, 2005 and December 31, 2004, the Fund had no accumulated depletion
and amortization.

     Income Taxes

No provision is made for income taxes in the financial statements as the income
or losses are passed through and included in the tax returns of the individual
shareholders.

     Cash and cash equivalents

All highly liquid investments with maturities when purchased of three months or
less are considered as cash and cash equivalents. At times, bank deposits may be
in excess of federal insured limits. As of June 30, 2005 and December 31, 2004,
bank balances exceeded federally insured limits by approximately $30.6 million
and $35.0 million, respectively. The Fund maintains bank deposits with
accredited financial institutions to mitigate such risk.

     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.

At times the Fund may purchase short-term investments comprised of US Treasury
Notes with maturities greater than three months and as such 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 market value.
Interest income is accrued as earned. As of June 30, 2005 and December 31, 2004,
the Fund had no investments in US Treasury Notes.

     Income and Expense Allocation

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

                                       11
<PAGE>

3.       Recent Accounting Pronouncements

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections - a replacement of APB Opinion No. 20 and FASB Statement No. 3"
("SFAS No. 154"). SFAS No. 154 requires, unless impracticable, retrospective
application to prior periods' financial statements of changes in accounting
principle where transition is not specified by a new accounting pronouncement.
SFAS No. 154 also requires that retrospective application of a change in
accounting principle be limited to the direct effects of the change. Indirect
effects of a change in accounting principle should be recognized in the period
of the accounting change. SFAS No. 154 is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005.
The adoption of SFAS No. 154 is not expected to have an impact on the 2006
financial statements.

In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest
Entities", ("FIN 46") which changes the criteria by which one company includes
another entity in its consolidated financial statements. FIN 46 requires a
variable interest entity to be consolidated by a company if that company is
subject to a majority of the risk of loss from the variable interest entity's
activities or entitled to receive a majority of the entity's residual returns or
both. The consolidation requirements of FIN 46 apply immediately to variable
interest entities created after December 31, 2003, and apply in the first fiscal
period ending after March 15, 2004, for variable interest entities created prior
to January 1, 2004. In December 2003, the FASB issued a revision of FIN 46 ("FIN
46R") to clarify some of the provisions and to exempt certain entities from its
requirements. The Fund has applied the provisions of FIN 46R effective December
31, 2004, with no impact on the financial statements.

FASB Staff Position ("FSP") 115-1 and 124-1, the Meaning of Other Than Temporary
Impairment and its Application to Certain Investments ("FSP 115-1 and 124-1").
This FSP addresses the determination as to when an investment is considered
impaired, whether that impairment is other than temporary and the measurement of
the impairment loss. It also requires certain disclosures about unrealized
losses that have not been recognized as other than temporary impairments. This
guidance applies to equity securities that have a readily determinable fair
value and all debt securities. It does not apply to investments accounted for
under the equity method. An investment is impaired if its fair value is less
than its cost, as assessed at the individual security level. When an investment
is impaired, the investor is required to evaluate whether the impairment is
other than temporary. If other than temporary, the unrealized loss must be
recognized. For all investments in an unrealized loss position for which other
than temporary impairments have not been recognized, the investor should
disclose by category of investment the amount of unrealized losses and the fair
value of investments with unrealized losses and related narrative disclosures.
FSP 115-1 and 124-1 is effective for reporting periods beginning after December
15, 2005. The adoption of FSP 115-1 and 124-1 is not expected to have an impact
on the 2006 financial statements.


                                       12
<PAGE>

4.       Unproved Properties - Capitalized Exploratory Well Costs

In April 2005, FASB issued ("FSP") 19-1, "Accounting for Suspended Well Costs"
("FSP 19-1"). This FSP was issued to address whether there were circumstances
that would permit the continued capitalization of exploratory well costs beyond
one year, other than when further exploratory drilling is planned and major
capital expenditures would be required to develop the project. FSP 19-1 requires
the continued capitalization of suspended well costs if the well has found a
sufficient quantity of reserves to justify its completion as a producing well
and the entity is making sufficient progress assessing these reserves and the
economic and operating viability of the project. All relevant facts and
circumstances should be evaluated in determining whether an entity is making
sufficient progress assessing the reserves and FSP 19-1 provides several
indicators in this evaluation. FSP 19-1 prohibits continued capitalization of
suspended well costs on the chance that market conditions will change or
technology will be developed to make the project economic

The Fund adopted FSP 19-1 during the third quarter of 2005. Leasehold
acquisition and exploratory drilling costs are capitalized pending determination
of whether the well has found proved reserves. Unproved properties are assessed
on a quarterly basis by evaluating and monitoring if sufficient progress is made
on assessing the reserves. Capitalization 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. Dry-hole costs were approximately $0.9
million, $0.9 million, and $3.8 million, for the three and six months ended June
30, 2005, and for the period May 27, 2004 (Inception) through June 30, 2005,
respectively. As of June 30, 2005 and December 31, 2004, the Fund had no
capitalized exploratory well costs greater than one year.

The following table summarizes unproved properties and related activity for the
six months ended June 30, 2005.


                                                         June 30, 2005
                                                         -------------
Balance - Beginning of period                             $   209,113

Additions to capitalized exploratory well costs
  pending the determination of proved reserves              6,165,495
Reclassifications to proved properties based on
  the determination of proved reserves                     (6,374,608)
                                                          -----------
Balance - End of period                                   $         -
                                                          ===========


5.       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 LLC Agreement, is to be distributed. Such distribution would be
allocated 85% to the shareholders and 15% to the Manager, as defined in the
Fund's LLC Agreement.

                                       13
<PAGE>


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

There have been no distributions by the Fund.

6.       Related Parties

The Manager was paid a one time investment fee of 4.5% of initial capital
contributions. Fees are payable for services of investigating and evaluating
investment opportunities and effecting transactions. There were no investment
fees for both the three and six months ended June 30, 2005. For the period May
27, 2004 (Inception) through June 30, 2005, investment fees were approximately
$2.3 million.

The Fund's LLC Agreement provides that the Manager render management,
administrative and advisory services. For such services, the Manager receives an
annual management fee, payable monthly, of 2.5% of total capital contributions.
Management fees of approximately $0.3 million and $0.6 million were incurred and
paid for the three and six months ended June 30, 2005, respectively. Management
fees of approximately $1.2 million were incurred and paid for the period May 27,
2004 (Inception) through June 30, 2005.

In 2004, the Manager was paid an offering fee of approximately $1.8 million,
which approximated 3.5% of capital contributions to cover expenses incurred in
the offer and sale of shares of the Fund. Such offering fee is included in
syndication costs (Note 2). There were no offering fees incurred or paid in
2005.

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. As of June 30, 2005 and December 31, 2004, no amounts were
outstanding.

In 2004, Ridgewood Securities Corporation, a registered broker-dealer affiliated
with the Manager was paid selling commissions and placement fees of
approximately $0.2 million and $0.5 million, respectively; for shares sold of
the Fund which are reflected in syndication costs (Note 2).

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.

7.       Fair Value of Financial Instruments

As of June 30, 2005 and for the period ended December 31, 2004, the carrying
value of cash and cash equivalents and salvage fund approximate fair value. Cash
and cash equivalents principally consist of money market funds.

                                       14
<PAGE>

8.       Commitment 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. As of June 30, 2005 and December 31, 2004,
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.

9.       Restatement of Previously Issued Financial Statements

Subsequent to the issuance of the Fund's financial statements as of and for the
six months ended June 30, 2005, management identified accounting errors.
Accordingly, the Fund has restated the June 30, 2005 financial statements in
this Form 10-Q/A (Amendment No. 2).

The financial statements as of June 30, 2005 and for the three and six months
ended June 30, 2005 and for the period May 27, 2004 (Inception) through June 30,
2005 have been restated to reflect the following adjustments:

     o    The salvage fund, which was incorrectly included as cash and cash
          equivalents has been reclassified into its own account, resulting in
          approximately a $1.0 million reclassification from cash and cash
          equivalents to salvage fund.
     o    Payments for South Timbalier 77 which were incorrectly recorded as
          unproved properties have been reclassified to advances to operators
          for working interests and expenditures, resulting in approximately a
          $1.3 million increase in advances to operators for working interests
          and expenditures and a corresponding decrease in unproved properties.


                                       15
<PAGE>

     o    Unproved property costs which were over accrued, have been corrected,
          resulting in approximately a $0.5 million decrease in unproved
          properties and a corresponding decrease in due to operators.
     o    Capital expenditures related to the South Timbalier 77 project which
          were incorrectly categorized as unproved properties have been
          reclassified to proved properties based on the discovery of proved
          reserves during the period ended June 30, 2005 resulting in
          approximately a $6.1 million increase in proved properties and a
          corresponding decrease in unproved properties.
     o    Asset retirement obligations, which were erroneously not recorded, has
          been recorded, resulting in approximately a $0.3 million increase in
          proved properties and a corresponding increase in asset retirement
          obligations.
     o    Accretion expense, which was erroneously not recorded, has been
          corrected, resulting in approximately a $2 thousand increase in
          accretion expense for the three and six months ended June 30, 2005 and
          a corresponding increase in asset retirement obligations as of June
          30, 2005.

The above corrections resulted in approximately a $2 thousand increase in net
loss, which resulted in approximately a $2 thousand increase in shareholders'
accumulated deficit and an immaterial increase in manager's accumulated deficit.
Shareholder's accumulated deficit and manager's accumulated deficit were also
impacted by the previous 2004 financial statement restatement adjustments, which
resulted in approximately a $23 thousand increase in shareholder's accumulated
deficit and an approximate $23 thousand decrease in manager's accumulated
deficit.

The following tables summarize the effects of the restatement on the Fund's 2005
balance sheet and income statements:


                                       16
<PAGE>


Balance Sheet Effects:

<TABLE>
<CAPTION>
                                                                      June 30, 2005
                                                                      As Previously                        June 30, 2005
                                                                         Reported        Adjustments        As Restated
                                                                         --------        -----------        -----------
<S>                                                                     <C>               <C>               <C>
                              ASSETS
Current assets:
    Cash and cash equivalents                                           $ 31,823,950      $(1,019,556)      $ 30,804,394
       Total current assets                                               31,827,125       (1,019,556)        30,807,569
Salvage fund                                                                       -        1,019,556          1,019,556
Oil and gas properties
Advances to operators for working interests and expenditures                       -        1,260,240          1,260,240
    Unproved properties                                                    7,825,620       (7,825,620)                 -
    Proved properties                                                              -        6,374,608          6,374,608
       Total oil and gas properties, net                                   7,825,620         (190,772)         7,634,848
       Total assets                                                       39,652,745         (190,772)        39,461,973

                  LIABILITIES AND MEMBERS' CAPITAL

Current liabilities:
    Due to operators                                                    $    774,010      $  (513,950)      $    260,060
       Total current liabilities                                             792,068         (513,950)           278,118
Non-current liabilities:
    Asset retirement obligations                                                   -          325,602            325,602
       Total non-current liabilities                                               -          325,602            325,602
    Total Liabilities                                                        792,068         (188,348)           603,720
Members' capital:
    Manager:
       Accumulated deficit                                                  (265,301)          23,136           (242,165)
       Manager's total                                                      (265,301)          23,136           (242,165)
    Shareholders:
       Accumulated deficit                                                (6,773,135)         (25,560)        (6,798,695)
       Shareholders' total                                                39,125,978          (25,560)        39,100,418
       Total members' capital                                             38,860,677           (2,424)        38,858,253
       Total liabilities and members' capital                           $ 39,652,745      $  (190,772)      $ 39,461,973
</TABLE>



                                       17
<PAGE>

Income Statement Effects:

<TABLE>
<CAPTION>
                                                   For the three months
                                                    ended June 30, 2005                         For the three months
                                                      As Previously                              ended June 30, 2005
                                                        Reported              Adjustments            As Restated
                                                        --------              -----------            -----------
<S>                                                    <C>                         <C>                 <C>
Expenses
Accretion expense                                               -                   2,424                   2,424
  Total expenses                                        1,340,972                   2,424               1,343,396
  Loss from operations                                 (1,340,972)                 (2,424)             (1,343,396)
  Net loss                                            $(1,121,472)            $    (2,424)            $(1,123,896)
  Manager - Net loss                                  $   (75,714)            $       (24)            $   (75,738)
  Shareholders - Net loss                             $(1,045,758)            $    (2,400)            $(1,048,158)
  Net loss per share                                  $    (2,987)            $        (7)            $    (2,994)

<CAPTION>
                                                   For the sixe months
                                                   ended June 30, 2005                             For the six months
                                                      As Previously                                ended June 30, 2005
                                                        Reported              Adjustments             As Restated
Expenses                                                --------              -----------             -----------
<S>                                                    <C>                         <C>                 <C>
Accretion expense                                               -                   2,424                   2,424
  Total expenses                                        1,678,330                   2,424               1,680,754
  Loss from operations                                 (1,678,330)                 (2,424)             (1,680,754)
  Net loss                                            $(1,352,889)                 (2,424)            $(1,355,313)
  Manager - Net loss                                  $  (125,258)                    (24)            $  (125,282)
  Shareholders - Net loss                             $(1,227,631)                 (2,400)            $(1,230,031)
  Net loss per share                                  $    (3,506)                     (7)            $    (3,513)


<CAPTION>

                                                  For the period May 27,                         For the period May 27,
                                                 2004 (Inception) through                       2004 (Inception) through
                                                      June 30, 2005                                   June 30, 2005
                                                  As Previously Reported      Adjustments              As Restated
Expenses                                          ----------------------      -----------              -----------
<S>                                                     <C>                         <C>                 <C>
Accretion expense                                               -                   2,424                   2,424
  Total expenses                                        7,469,220                   2,424               7,471,644
  Loss from operations                                 (7,469,220)                 (2,424)             (7,471,644)
  Net loss                                            $(7,038,436)                 (2,424)            $(7,040,860)
  Manager - Net loss                                  $  (265,301)                 23,136             $  (242,165)
  Shareholders - Net loss                             $(6,773,135)                (25,560)            $(6,798,695)
  Net loss per share                                  $   (19,346)                    (73)            $   (19,419)
</TABLE>


In addition to the cash flow statement impact of the above restatements and
prior period restatements, the statements of cash flows for the six months ended
June 30, 2005 and for the period May 27, 2004 (Inception) through June 30, 2005
have also been restated for the following:

     o    Interest earned on the salvage fund which was incorrectly classified
          as cash and cash equivalents has been corrected to be properly
          reflected as an investing activity, resulting in approximately a $15
          thousand decrease in cash and cash equivalents and a corresponding
          increase in cash used in investing activities.

     o    Cash advances to operators for working interests of approximately $3.0
          million have been presented on their own line item, resulting in an
          increase in payments to operators for working interests and a
          corresponding decrease to capital expenditures for oil and gas
          properties for the period May 27, 2004 (inception) through June 30,
          2005.


                                       18
<PAGE>

Statement of Cash Flow Effects:

<TABLE>
<CAPTION>
                                                                        For the six months                      For the six
                                                                           ended June 30,                       month ended
                                                                       2005 As Previously                      June 30, 2005
                                                                            Reported        Adjustments         As Restated
                                                                            --------        -----------         -----------
<S>                                                                         <C>                 <C>            <C>
Cash flows from operating activities
    Net loss                                                                $ (1,352,889)   $     (2,424)      $ (1,355,313)
    Adjustments to reconcile net loss to net cash
      used in operating activities
      Accretion expense                                                                -           2,424              2,424
        Decrease in interest receivable                                                -          16,738             16,738
        Net cash provided by (used in) operating activities                     (451,752)         16,738           (435,014)

Cash flows from investing activities
    Interest income reinvested - salvage fund                                          -         (14,802)           (14,802)
        Net cash used in investing activities                                 (4,087,191)        (14,802)        (4,101,993)
        Net (decrease) in cash and cash equivalents                           (4,538,943)          1,936         (4,537,007)
        Cash and cash equivalents, beginning of period                        36,362,893      (1,021,492)        35,341,401
        Cash and cash equivalents, end of period                            $ 31,823,950    $ (1,019,556)      $ 30,804,394

Supplemental schedule of non-cash investing activities
        Advances used for capital expenditures in oil and gas properties
        reclassified  to unproved properties                                $          -    $  2,375,332       $  2,375,332

<CAPTION>
                                                                             May 27, 2004                     For the period
                                                                             (Inception)                       May 27, 2004
                                                                           through June 30,                     (Inception)
                                                                                 2005                          through June
                                                                            As Previously                         30, 2005
                                                                               Reported       Adjsutments       As Restated
                                                                               --------       -----------       -----------
<S>                                                                           <C>              <C>               <C>
Cash flows from operating activities
    Net loss                                                                $ (7,038,436)   $     (2,424)      $ (7,040,860)
    Adjustments to reconcile net loss to net cash
      used in operating activities
      Accretion expense                                                                -           2,424              2,424
Cash flows from investing activities
    Payments to operators for working interests
       and expenditures                                                                -      (3,635,572)        (3,635,572)
    Capital expenditures for oil and gas properties                          (10,812,604)      3,635,572         (7,177,032)
    Funding of salvage fund                                                            -      (1,000,000)        (1,000,000)
    Interest income reinvested - salvage fund                                          -         (19,556)           (19,556)
        Net cash used in investing activities                                (10,812,604)     (1,019,556)       (11,832,160)
        Net increase in cash and cash equivalents                             31,823,950      (1,019,556)        30,804,394
        Cash and cash equivalents, beginning of period                                                 -                  -
        Cash and cash equivalents, end of period                            $ 31,823,950    $ (1,019,556)      $ 30,804,394
Supplemental schedule of non-cash investing activities
        Advances used for capital expenditures in oil and
           gas properties reclassified to proved properties                 $          -    $  2,375,332       $  2,375,332
        Capital expenditures in oil and gas properties included in due
           to operators                                                     $    774,010    $   (774,010)      $          -
</TABLE>

10.     Subsequent Events

On July 25, 2005, the Fund was informed by Samson Energy ("Samson"), the
Operator of Main Pass 155 that the well being drilled by Samson did not have
commercially productive quantities of either oil or natural gas and has
therefore been deemed a dry-hole. The Fund owns a 7.5% working interest in Main
Pass 155. Total cumulative dry-hole costs, inclusive of plug and abandonment
charges, were approximately $1.0 million recorded in the second quarter of 2005.

On September 15, 2005, the Fund was informed by Apache Corporation ("Apache"),
the Operator of East Cameron 48 that the well being drilled by Apache did not
have commercially productive quantities of either oil or natural gas and has
therefore been deemed a dry-hole. The Fund owns a 25% working interest in East
Cameron 48. Total cumulative dry-hole costs, inclusive of plug and abandonment
charges, were approximately $5.8 million, primarily recorded in the third and
fourth quarter of 2005.

On March 17, 2006, the Fund was informed by Gryphon Exploration Company
(currently known as Woodside) ("Woodside"), the Operator of East Breaks 157,
that the well being drilled by Woodside did not have commercially productive
quantities of either oil or natural gas and has therefore been deemed a
dry-hole. The Fund owns a 7% working interest in East Breaks 157. Total
cumulative dry-hole costs, inclusive of plug and abandonment charges, were
approximately $1.8 million recorded in the first quarter of 2006.

The Fund owns a 20% working interest in West Cameron 95. On July 6, 2006, the
Fund was informed by El Paso Corporation ("El Paso"), the Operator of West
Cameron 95 that the well being drilled by El Paso did not have commercially
productive quantities of either oil or natural gas and has therefore been deemed
a dry-hole. Total cumulative dry-hole costs, inclusive of plug and abandonment
charges, were approximately $5.6 million, of which $5.0 million was recorded in
the second quarter and the remaining balance was recorded in subsequent quarters
of 2006. At December 31, 2006, the Fund recorded an estimated insurance recovery
receivable for West Cameron 95 of approximately $2.5 million which is net of an
approximate $0.2 million deductible. As a result, dry-hole costs for West
Cameron 95 incurred by the Fund for the year ended December 31, 2006, totaled
approximately $2.9 million.

                                       19
<PAGE>

In October 2006, the Fund acquired a working interest in the following wells:

<TABLE>
<CAPTION>
                                                                    Working                  Drilling
                                    Operator           Offshore    Interest %                  Date
--------------------------------------------------------------------------------------------------------------------
<S>                            <C>                        <C>        <C>                      <C>
Galveston 248                  LLOG Exploration Co.        TX        7.50%                   Q2 2007

Ship Shoal 81                  LLOG Exploration Co.        LA        7.50%                   Q3 2007

South Marsh Island 111         LLOG Exploration Co.        LA        7.50%                   Q2 2007

Vermillion 344                 LLOG Exploration Co.        LA        7.50%      Successful-completion in progress

West Delta 67                  LLOG Exploration Co.        LA        7.50%                   Q2 2007

West Delta 68                  LLOG Exploration Co.        LA        7.50%            Drilling: February 2007

Main Pass 275                Newfield Exploration Co.      LA       10.00%      Successful-completion in progress
</TABLE>


In September 2006, the Manager changed its policy regarding the 2.5% annual
management fee. Since Inception through August 31, 2006 the Manager had
received annual management fees, payable monthly, of 2.5% of total shareholder
capital contributions. Effective September 1, 2006, the annual management fee,
payable monthly, will be equal to 2.5% of total shareholder capital
contributions, net of cumulative dry-hole expenses incurred by the Fund.




                                       20
<PAGE>


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

Cautionary Statement Regarding Forward-Looking Statements


This Form 10-Q/A, Amendment No. 2, 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, (the "Exchange Act") 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," "would," "will likely result," "will continue,"
"future" and similar terms and expressions or variations thereof. The
forward-looking statements in this Form 10-Q/A reflect the current views of
management of the Fund 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 oil and natural gas
exploratory operations, the fact that our 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 10-K filed with the
Securities and Exchange Commission that could cause actual results to differ
materially from historical results or those anticipated. You 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 Form 10-Q/A 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 today's
date. We undertake 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 us or
persons acting on our behalf are expressly qualified in their entirety by this
section.

Critical Accounting Policies and Estimates

The following discussion and analysis of our financial condition and operating
results is based on our financial statements. The preparation of this Quarterly
Report on Form 10-Q/A requires us to make estimates and assumptions that affect
the reported amount of assets and liabilities, disclosure of contingent assets
and liabilities at the date of our 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 Form 10-Q/A for a presentation of the
Fund's critical accounting principles.

Natural Gas and Oil Reserve Estimates

Natural gas and oil reserve quantities estimated by third party petroleum
engineer specialists are used to calculate depletion as well as used to estimate
future net cash flows when analyzing properties for impairment. These reserve


                                       21
<PAGE>

estimates are updated at least annually. The reserve estimates are based upon
the quality of available data and engineering and geological interpretation and
judgment. Revisions to the estimated reserves may result from actual production,
results of future development and exploration activities, prevailing natural gas
and oil prices, operating costs and other factors. Revisions to estimated
reserves could have a material affect on future depletion expenses as well as
impairment of proved properties which could have a material impact on our future
results of operations, financial position and/or cash flows.

Overview of Our 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 our
shareholders through participation in oil and natural gas exploration and
development projects in the Gulf of Mexico. The Fund began its operations by
offering shares in a private offering on May 27, 2004. As a result of such
offering, it raised capital of approximately $51.4 million through the sale of
350.1081 shares of LLC membership interests. After the payment of approximately
$7.8 million in offering fees, commissions and investment fees to the Fund's
Manager, affiliates, and broker-dealers, the Fund retained approximately $43.6
million available for investment. Investment fees represent a one time fee of
4.5% of initial capital contributions. The fee is payable to the Manager for the
service of investigating and evaluating investment opportunities and affecting
transactions.

The Manager performs certain duties on the Fund's behalf including the
evaluation of potential projects for investment and ongoing administrative and
advisory services associated with these projects. The Fund does not currently,
nor is there any plan, to operate any project in which the Fund participates.
The Manager enters into operating agreements with third-party operators for the
management of all exploration, development and producing operations, as
appropriate. As compensation for the above duties, the Manager is paid a onetime
investment fee (4.5% of capital contributions) for the evaluation of projects on
the Fund's behalf and an annual management fee (2.5% of capital contributions),
payable monthly, for ongoing administrative and advisory duties as well as
reimbursement of expenses. The Manager also participates in distributions.

Business Update

In 2004, the Fund acquired from Millenium Offshore Group ("MOGI") (now ATP) a
20% working interest in the South Timbalier 77 field of which two wells were
drilled and are producing.

<TABLE>
<CAPTION>
                                       Working        Costs incurred
                                       Interest      through 12/31/06
Well Name                  Offshore       %           (in thousands)                 Status
<S>                           <C>       <C>              <C>                     <C>
South Timbalier 77#4          LA        10.00%           $ 6,383                 Currently producing
South Timbalier 77#5          LA        10.00%           $ 3,008                 Currently producing
</TABLE>


                                       22
<PAGE>

The Fund acquired the West Cameron 103 from Gryphon Exploration Company (now
Woodside) and East Breaks 157 from ENI Petroleum (now Woodside). Both wells were
deemed dry-holes and were plugged and abandoned.

<TABLE>
<CAPTION>
                                       Working        Costs incurred
                                       Interest      through 12/31/06
Well Name                  Offshore       %           (in thousands)                 Status
<S>                           <C>       <C>              <C>                     <C>
West Cameron 103              LA        20.00%           $ 2,798                 DRY:November 2004
East Breaks 157               TX         7.00%           $ 1,789                   DRY:March 2006

The Fund acquired a 13.3% working interest in Eugene Island 337 from Devon
Energy ("Devon") which was drilled in two zones, one at 12,500 feet which was
dry and one at 7,500 feet which will be completed once a platform-based rig
becomes available to Devon.

<CAPTION>
                                       Working        Costs incurred
                                       Interest      through 12/31/06
Well Name                  Offshore       %           (in thousands)                 Status
<S>                           <C>       <C>              <C>                     <C>
Eugene Island 337             LA        13.33%           $ 3,456          Discovery July 2006: Waiting on
                                                                                    Production

The Fund acquired a 25% working interest in East Cameron 48 from Apache
Corporation ("Apache") which was drilled and deemed a dry-hole in September
2005.

<CAPTION>
                                       Working        Costs incurred
                                       Interest      through 12/31/06
Well Name                  Offshore       %           (in thousands)                 Status
<S>                           <C>       <C>              <C>                     <C>
East Cameron 48               LA        25.00%           $ 5,893                 DRY:September 2005

The Fund acquired a 7.5% working interest in Main Pass 155 from Samson Energy
("Samson") which was drilled and deemed a dry-hole in July 2005.

<CAPTION>
                                       Working       Costs incurred
                                       Interest      through 12/31/06
Well Name                  Offshore       %           (in thousands)                 Status
<S>                           <C>       <C>              <C>                     <C>
Main Pass 155                 AL         7.50%           $   988                  DRY:July 2005

The Fund acquired a 20% working interest in West Cameron 95 from El Paso
Corporation ("El Paso") in 2006 which was drilled and deemed a dry-hole in July
2006. At a depth of 10,781 feet the drilling string became stuck which forced us
to side-track the well. The Fund has filed a claim with its insurance carrier
for the cost of the side-track.

<CAPTION>
                                       Working       Costs incurred
                                       Interest      through 12/31/06
Well Name                  Offshore       %           (in thousands)                 Status
<S>                          <C>        <C>              <C>
West Cameron 95               LA        20.00%           $ 5,597                 DRY:July 2006

In October 2006, the Fund acquired a working interest in the following wells
operated by LLOG Exploration Company ("LLOG").

<CAPTION>
                                       Working
                                       Interest          Budgeted
Well Name                  Offshore       %           (in thousands)                 Status
<S>                                      <C>             <C>
Galveston 248                TX         7.50%           $ 1,815           2nd quarter 2007 drilling date
Ship Shoal 81                 LA         7.50%           $ 1,425           3rd quarter 2007 drilling date
South Marsh Island 111        LA         7.50%           $ 1,410           2nd quarter 2007 drilling date
Vermilion 344                 LA         7.50%           $ 1,620           Successful-completion in progress
West Delta 67                 LA         7.50%           $ 1,290           2nd quarter 2007 drilling date
West Delta 68                 LA         7.50%           $ 1,380              Drilling: February 2007


In December 2006, the Fund acquired a working interest in Main Pass 275 well
operated by Newfield Exploration Company ("Newfield").

<CAPTION>
                                       Working
                                       Interest          Budgeted
Well Name                  Offshore       %           (in thousands)                 Status
<S>                                     <C>              <C>
Main Pass 275                 LA        10.00%           $ 2,000           Successful-completion in progress
</TABLE>


                                       23
<PAGE>

Results of Operations

The following Result of Operations should be read in conjunction with our
financial statements and the notes thereto. Management's discussion and analysis
has been revised for the effects of the restatement as discussed in Note 9 to
the financial statements.

Net loss. For the three and six months ended June 30, 2005, net loss was
approximately $1.1 million and $1.4 million, respectively, primarily relating to
management fees of approximately $0.3 million and $0.6 million, respectively and
dry-hole costs of approximately $0.9 million, partially offset by interest
income. For the period May 27, 2004 (Inception) through June 30, 2005, net loss
was approximately $7.0 million, primarily related to dry-hole costs, investment
fees and management fees of approximately $3.8 million, $2.3 million and $1.2
million, respectively, offset by interest income.

Investment fees. The Manager is paid a one time investment fee of 4.5% of
initial capital contributions, the fee is payable for the service of
investigating and evaluating investment opportunities and affecting transactions
when the capital contributions are made. There were no investment fees were
incurred or paid in 2005. For the period May 27, 2004 (Inception) through June
30, 2005, investment fees incurred and paid were approximately $2.3 million.

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. Dry-hole costs
are recognized in the period in which the costs are incurred. Dry-hole costs for
the three and six months ended June 30, 2005 and for the period May 27, 2004
(Inception) through June 30, 2005 were approximately $0.9 million, $0.9 million
and $3.8 million, respectively. The fund experienced two dry-holes from
inception through June 30, 2005, West Cameron 103 in November 2004 and Main Pass
155 in July 2005.

Management fees. The Manager receives annual management fee, payable monthly, of
2.5% of total capital contributions. Management fees are charged 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. Management fees incurred and paid for the three
and six months ended June 30, 2005, and the period May 27, 2004 (Inception)
through June 30, 2005 totaled approximately $0.3 million, $0.6 million, and $1.2
million, respectively.

Other general and administrative expenses. Other general and administrative
expenses represent 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 well control
insurance and premiums related to directors and officers liability and are
allocated to the Fund based on capital raised by all oil and natural gas funds
managed by the Manager. Other general and administrative expenses of
approximately $0.1 million, $0.2 million and $0.2 million, respectively, were
incurred for the three and six months ended June 30, 2005 and the period May 27,
2004 (Inception) through June 30, 2005, respectively.

                                       24
<PAGE>

Other income. Other income is comprised solely of interest income and represents
interest earned on money market accounts. Other income for the three and six
months ended June 30, 2005 and for the period May 27, 2004 (Inception) through
June 30, 2005 were approximately $0.2 million, $0.3 million and $0.4 million,
respectively.

Capital Resources and Liquidity

Cash flows used in operating activities for the six months June 30, 2005 were
approximately $0.4 million, primarily related to management fees paid to the
Manager and other general and administrative expenses partially offset by
interest income received in money market funds.

Cash flows used in operating activities for the period May 27, 2004 (Inception)
through June 30, 2005 were approximately $3.3 million, primarily related to
investment and management fees paid to the Manager of approximately $2.3 million
and $1.2 million, respectively, partially offset by interest income received in
money market funds.

Cash flows used in investing activities for the six months June 30, 2005 were
approximately $4.1 million, primarily related to capital expenditures for oil
and gas properties.

Cash flows used in investing activities for the period May 27, 2004 (Inception)
through June 30, 2005 were approximately $11.8 million, primarily related to
capital expenditures for oil and gas properties, payments to operators for
working interests and expenditures to be utilized for 2005 exploration and
development activities and for the funding of the salvage fund of approximately
$7.2 million, $3.6 million and $1.0 million, respectively.

There were no cash flows relating to financing activities for the six months
ended June 30, 2005.

Cash flows provided by financing activities for the period May 27, 2004
(Inception) through June 30, 2005 were approximately $45.9 million, primarily
related to net proceeds from the sale of shares of the Fund, which was comprised
of approximately $51.4 million for shareholders contributions offset by
syndication costs of approximately $5.5 million.

The Manager may distribute available cash from operations which includes cash
received by the Fund from producing wells (not including cash flow from
dispositions and investor capital contributions), less operating expenses and
other cash expenditures and less reserves for operating expenses, plugging and
abandonment costs and certain other actual and contingent liabilities. No
distributions have been made from inception through June 30, 2005.

We expect to meet our cash commitments for the next twelve months from our cash
and investments on hand.


                                       25
<PAGE>

Estimated Capital Expenditures

The Fund has entered into multiple 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. For the projects committed as of June 30, 2005,
such estimated capital expenditures to be spent total approximately $20.6
million, all of which is expected to be paid out of the unspent capital
contribution within the following 12 months.

The table below presents exploration and development capital expenditures from
inception as well as estimated budgeted amounts for future periods:


Estimated Capital Expenditures
As of June 30, 2005
In thousands

<TABLE>
<CAPTION>
                                 Total Project         Spent Through         To be Spent
                                     Costs             June 30, 2005        Next 12 Months
                                     -----             -------------        --------------
<S>                                <C>                   <C>                   <C>
Projects
Eugene Island 337 (i)               $ 5,200               $     -               $ 5,200
South Timbalier 77 (ii)               9,391                 7,635                 1,756
Main Pass 155 (iii)                   1,000                   976                    24
East Cameron 48 (iv)                  5,900                     -                 5,900
East Break 157 (v)                  $ 7,700               $     -               $ 7,700
                                    -------               -------               -------
                                    $29,191               $ 8,611               $20,580
                                    =======               =======               =======
</TABLE>


     (i)  Assumes the wells are commercially successful. If one or more of the
          wells is dry, the development capital will be reallocated to one or
          more new unspecified projects. Eugene Island 337 was deemed successful
          in July 2006 but is waiting for production.
     (ii) South Timbalier 77 project was a success and began producing in August
          2005.
     (iii )Main Pass 155 was determined to be a dry-hole in July 2005.
     (iv) East Cameron 48 was determined to be a dry-hole in September 2005.
     (v)  East Breaks 157 was determined to be a dry-hole in March 2006.


                                       26
<PAGE>


Item 3.  Quantitative and Qualitative Disclosures about Market 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. The Fund has no market risk sensitive instruments
held for trading purposes. Information about market risks for the three months
ended June 30, 2005, does not differ materially from that discussed in the
Fund's originally filed Form 10 and Form 10-K.

Item 4.  Controls and Procedures

(a) Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

The Fund maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the reports that the Fund
files or submits as defined in Rules 13a-15(e) of the Securities and Exchange
Act of 1934, as amended ("Exchange Act") is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission ("SEC") rules and forms, and that such information is accumulated and
communicated to the Chief Executive Officer ("CEO") and Chief Financial Officer
("CFO") to allow timely decisions regarding required disclosures.

The Fund, under the supervision and with the participation of management,
including the CEO and CFO, evaluated the effectiveness of the design and
operation of our disclosure controls and procedures (as defined in Rule
13a-15(e) under the Securities Exchange Act of 1934) as of June 30, 2005
("Evaluation Date"). Based on our initial evaluation, our CEO and CFO concluded
that our disclosure controls and procedures were effective as of the Evaluation
Date.

However, subsequent to the Evaluation Date, as reported under Item 4.02 of the
Form 8-K filed by the Fund on December 20, 2006, on December 15, 2006, the
Manager of the Fund, Ridgewood Energy Corporation, concluded that the Fund's
financial statements as of and for the period from May 27, 2004 (Inception) to
December 31, 2004 and as of and for the year ended December 31, 2005 as included
in the Fund's Form 10 registration statement and Annual Report on Form 10-K
should no longer be relied upon and should be restated to correct for errors
detected by management. The Fund is filing amendments to its Form 10 and Form
10-K, as well as amendments to its Quarterly Reports on Form 10-Q and Form
10-Q/A for the quarterly periods ended March 31, 2005, June 30, 2005, September
30, 2005 and March 31, 2006 as a result of these restatements.

Accordingly, subsequent to the Evaluation Date, management of the Fund concluded
that we had material weaknesses in our internal control over financial reporting
as of the Evaluation Date. Because of the existence of these material
weaknesses, our CEO and CFO have concluded that our disclosure controls and
procedures were not effective as of such date. As of December 22, 2006, we
believe we have addressed the material weaknesses through the institution of the
material weakness remediation plans described below.



                                       27
<PAGE>


(b)     Changes in Internal Control over Financial Reporting

In the course of our initial evaluation of disclosure controls and procedures,
management considered certain internal control areas in which we have 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 our 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 June 30, 2005 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.

(c)     Material Weaknesses

After examining certain transactions and reviewing reconciliations from 2004 and
2005, various accounting errors were identified. Based upon management's review,
it has been determined these errors were inadvertent and unintentional. As a
result of these initial findings, on December 15, 2006, management announced the
Fund would restate its previously filed financial statements. Management
expanded the scope of the review to include accounting principles generally
accepted in the United States ("GAAP") and financial reporting procedures
surrounding GAAP pre and post-closing procedures.

Management concluded the reason for these errors primarily related to the lack
of technical accounting expertise relating to certain GAAP processing,
recording, summarizing and reporting processes.

The Fund had the following weaknesses.

     o    Insufficient training programs, and formalized policies and procedures
          on documenting financial controls, to ensure the ongoing application
          and execution of controls;
     o    Staff lacking sufficient technical accounting expertise in GAAP and
          SEC requirements; and
     o    Lack of resources necessary to perform consistent, routine analytical
          reviews of the GAAP financial results, including key balance sheet and
          income statement account analyses.

(d)     Material Weaknesses Remediated

Management has been and is committed to remediation of weaknesses, as well as to
continual improvement of the Fund's overall system of internal control over GAAP
financial reporting. Management has developed and implemented remediation
procedures for each of the weaknesses, and has undergone efforts to
significantly strengthen the existing finance organization and systems across
the Fund. These efforts included the addition of finance resources which
provided technical support and oversight of financial processes. In addition,
various employees attended training programs. The Fund also utilized additional
resources to assist in the program management aspect of each weakness in its
remediation design.

                                       28
<PAGE>

The remediation plans were initially instituted in 2006, and have been evaluated
by management. Based on these evaluations, management has determined the
corrective actions have been implemented to address the weaknesses.

With respect to the weaknesses, the following remediation actions have been
implemented throughout the year:

     o    Created detailed training programs and policies and procedures
          surrounding the accounting for oil and natural gas projects and GAAP
          and SEC financial reporting controls;
     o    Expansion of accounting and SEC reporting staff and various resources,
          by hiring five personnel with GAAP and/or SEC accounting and reporting
          expertise; and
     o    Enhanced tools and added appropriate resources to perform consistent,
          routine analytical reviews of the GAAP financial results, including
          key balance sheet and income statement account analyses.

On December 22, 2006, management, as a result of its ongoing evaluation of the
effectiveness of the Fund's "disclosure controls and procedures" (as defined in
the Securities Exchange Act of 1934 as amended (the "34 Act") Rules 13a-15(e)
and 15d-15(e)) and "internal control over financial reporting" (as defined in
the 34 Act Rules 13a-15(f) and 15d-15(f)), concluded the material weaknesses
disclosed in this Item 4 had been addressed and remediated.


                                       29
<PAGE>


Part II.  Other Information

Item 6.         Exhibits

        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.



                                       30
<PAGE>


                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Form 10-Q/A to be signed on its behalf by the
undersigned, thereunto duly authorized.

Dated:  March 9, 2007                      RIDGEWOOD ENERGY L FUND, LLC

                              By:     /s/  ROBERT E. SWANSON
                                    Name:  Robert E. Swanson
                                   Title:  President and Chief Executive Officer
                                           (Principal Executive Officer)

Dated:  March 9, 2007
                              By:     /s/  KATHLEEN P. MCSHERRY
                                    Name:  Kathleen P. McSherry
                                   Title:  Senior Vice President and Chief
                                           Financial Officer
                                           (Principal Financial and Accounting
                                           Officer)





                                       31
<PAGE>


                Exhibit Index

        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.



                                       32