UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   FORM 10-Q/A
                                 Amendment No. 1



     |X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934
               For the quarterly period ended March 31, 2006

                                       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. 1 on Form 10-Q/A (the "Form 10-Q/A") to the Ridgewood Energy
L Fund, LLC (the "Fund") Form 10-Q originally filed with the Securities and
Exchange Commission (the "SEC") on May 15, 2006 is a result of the restatement
of our financial statements as of and for the three months ended March 31, 2006.

We are restating our previously reported financial information for these periods
to correct for the following: (1) accruals for dry-hole costs, proved property,
oil and gas revenues, and lease operating expenses, (2) record interest income,
(3) erroneous calculations of depletion and amortization and accretion expense,
and (4) misclassifications of due to affiliates and accrued expenses.

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 Filing 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 March 31, 2006 (restated) and December 31, 2005 ................................4
      Condensed Statements of Operations for the three months ended March 31, 2006 (restated) and 2005 ..............5
      Condensed Statements of Cash Flows for the three months ended March 31, 2006 (restated) and 2005 ..............6
      Notes to Unaudited Condensed Financial Statements .............................................................7
     Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations ................20
     Item 3.  Quantitative and Qualitative Disclosures About Market Risk ...........................................26
     Item 4.  Controls and Procedures ..............................................................................26

Part II - OTHER INFORMATION

     Item 6.  Exhibits .............................................................................................29

     SIGNATURES ....................................................................................................30
</TABLE>




                                       3
<PAGE>

Part I - Financial Information
Item 1.  Financial Statements


                          RIDGEWOOD ENERGY L FUND, LLC
                            CONDENSED BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                  March 31, 2006      December 31, 2005
                                                                  --------------      -----------------
                                                                  (Restated -
                                                                   see note 9)
<S>                                                                 <C>                   <C>
                             ASSETS
Current assets:
   Cash and cash equivalents                                        $ 23,180,627          $ 21,964,099
   Production receivable                                               1,069,715             6,066,658
   Due from operators                                                    250,000               250,000
   Due from affiliate  (Note 6)                                          195,547                     -
   Prepaid expenses                                                        9,227                16,147
                                                                    ------------          ------------
    Total current assets                                              24,705,116            28,296,904
Salvage fund                                                           1,074,138             1,033,427
Oil and gas properties
   Advances to operators for working interests and expenditures                -             1,256,113
   Proved properties                                                   9,358,995             9,358,995
   Unproved properties                                                   133,655               197,386
   Less:  accumulated depletion and amortization -
    proved properties                                                 (7,608,672)           (4,878,860)
                                                                    ------------          ------------
    Total oil and gas properties                                       1,883,978             5,933,634
                                                                    ------------          ------------
    Total assets                                                    $ 27,663,232          $ 35,263,965
                                                                    ============          ============

              LIABILITIES AND MEMBERS' CAPITAL
Current liabilities:
   Due to operators                                                 $    572,352          $    570,355
   Due to affiliate (Note 6)                                               8,379                 5,583
   Accrued expenses payable                                               44,864                41,120
                                                                    ------------          ------------
    Total current liabilities                                            625,595               617,058
Non-current liabilities:
   Asset retirement obligations                                          336,673               332,969
                                                                    ------------          ------------
    Total non-current liabilities                                        336,673               332,969
                                                                    ------------          ------------
   Total liabilities                                                     962,268               950,027
                                                                    ------------          ------------

Commitments and contingencies (Note 8)
Members' capital:
   Manager:
    Distributions                                                       (880,133)             (125,798)
    Retained earnings                                                    860,376               641,661
                                                                    ------------          ------------
    Manager's total                                                      (19,757)              515,863
   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)
    Distributions                                                     (4,987,448)             (712,873)
    Accumulated deficit                                              (14,190,944)          (11,388,165)
                                                                    ------------          ------------
    Shareholders' total                                               26,720,721            33,798,075
    Total members' capital                                            26,700,964            34,313,938
                                                                    ------------          ------------
    Total liabilities and members' capital                          $ 27,663,232          $ 35,263,965
                                                                    ============          ============



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

                                       4

<PAGE>

                          RIDGEWOOD ENERGY L FUND, LLC
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                      For the three months ended
                                                                March 31, 2006          March 31, 2005
                                                                --------------          --------------
                                                                   (Restated -
                                                                   see note 9)
<S>                                                                <C>                   <C>
Revenue
    Oil and gas revenues                                           $ 2,233,907           $         -
                                                                   -----------           -----------

Expenses
    Dry-hole costs                                                   1,807,901                     -
    Depletion and amortization                                       2,729,812                     -
    Accretion expense                                                    3,704                     -
    Management fees to affiliate (Note 6)                              321,256               321,257
    Lease operating expenses                                           123,808                     -
    Other general and administrative expenses                           42,166                16,102
                                                                   -----------           -----------
      Total expenses                                                 5,028,647               337,359
                                                                   -----------           -----------

      Loss from operations                                          (2,794,740)             (337,359)

Other income
    Interest income                                                    210,676               105,942
                                                                   -----------           -----------
      Total other income                                               210,676               105,942

      Net loss                                                     $(2,584,064)          $  (231,417)
                                                                   ===========           ===========

      Manager - Net income (loss)                                  $   218,715           $   (49,544)

      Shareholders - Net loss                                      $(2,802,779)          $  (181,873)
      Net loss per share                                           $    (8,005)          $      (519)




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


                                       5
<PAGE>

                          RIDGEWOOD ENERGY L FUND, LLC
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                  For the three months ended
                                                                             March 31, 2006         March 31, 2005
                                                                             --------------         --------------
                                                                              (Restated -
                                                                               see note 9)
<S>                                                                          <C>                     <C>
Cash flows from operating activities
    Net loss                                                                 $ (2,584,064)           $   (231,417)
    Adjustments to reconcile net loss to net cash
       provided by (used in) operating activities
      Dry-hole costs                                                            1,807,901                       -
      Depletion and amortization                                                2,729,812                       -
      Accretion expense                                                             3,704                       -
      Changes in assets and liabilities
        Decrease in production receivable                                       4,996,943                       -
        Decrease in prepaid expenses                                                6,920                   9,526
        Decrease in interest receivable                                                 -                  16,738
        Increase in due to operators                                               70,030                       -
        Increase in due to affiliate                                                2,796                       -
        Increase (decrease) in accrued expenses payable                             3,744                  (5,740)
                                                                             ------------            ------------
        Net cash provided by (used in) operating activities                     7,037,786                (210,893)

Cash flows from investing activities
    Capital expenditures for oil and gas properties                              (751,637)                      -
    Investment in salvage fund                                                    (30,000)                      -
    Interest income reinvested-salvage fund                                       (10,711)                 (6,905)
                                                                             ------------            ------------
        Net cash used in investing activities                                    (792,348)                 (6,905)

Cash flows from financing activities
    Distributions paid                                                         (5,028,910)                      -
                                                                             ------------            ------------
        Net cash used in financing activities                                  (5,028,910)                      -
        Net  increase (decrease) in cash and cash equivalents                   1,216,528                (217,798)
        Cash and cash equivalents, beginning of period                         21,964,099              35,341,401
                                                                             ------------            ------------
        Cash and cash equivalents, end of period                             $ 23,180,627            $ 35,123,603
                                                                             ============            ============
Supplemental schedule of non-cash investing activities
        Advances used for capital expenditures in oil and
           gas properties reclassified to unproved properties                $  1,256,113            $    262,918
                                                                             ============            ============




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


                                       6
<PAGE>


                          RIDGEWOOD ENERGY L FUND, LLC
                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 ("Agreement") dated July 6, 2004 by and among Ridgewood Energy
Corporation ("Manager"), and the shareholders of the Fund.

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 Fund began
earning revenue in September 2005 from these operations.

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


                                       7
<PAGE>


     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.

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.

                                       8
<PAGE>

As of March 31, 2006 and December 31, 2005, amounts recorded in due to operators
totaling $0.6 million and $0.5 million, respectively, related to the acquisition
of oil and gas property. In 2006, the December 31, 2005 due to operators balance
was paid.

     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 earned revenue of approximately $2.2 million
and nil for the three months ended March 31, 2006 and 2005, respectively.

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 March 31, 2006 and December 31, 2005, there were
no material 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
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.


                                       9
<PAGE>

                                    March 31, 2006
                                    --------------

Balance - Beginning of period          $332,969

Liabilities incurred                          -
Liabilities settled                           -
Accretion expense                         3,704
                                       --------
Balance - End of period                $336,673
                                       ========


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. The adoption
on December 31, 2005 of FIN 47 did not have an impact on the Fund's 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", 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 months ended March 31, 2006 and 2005, the
Fund had no impairments of long-lived assets.

     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 March 31, 2006, and December 31, 2005, the Fund had accumulated depletion
and amortization of approximately $7.6 million and $4.9 million, respectively.


                                       10
<PAGE>


     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 March 31, 2006 and December 31, 2005,
bank balances exceeded federally insured limits by approximately $23.0 million
and $21.8 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. Held to maturity investments of
approximately $1.0 million, included in the salvage fund as of March 31, 2006,
will mature in August 2006.

     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.

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 had no impact on the financial statements.

                                       11
<PAGE>


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.
The adoption of FSP 115-1 and 124-1 had no impact on the financial statements.

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 $1.8
million and nil, respectively for the three months ended March 31, 2006, and
2005. As of March 31, 2006 and December 31, 2005, the Fund had no capitalized
exploratory well costs greater than one year.

The following table summarizes unproved properties and related activity for the
three months ended March 31, 2006.


                                       12
<PAGE>


                                                               March 31, 2006
                                                               --------------

Balance - Beginning of period                                   $ 197,386

Additions to capitalized exploratory well costs
  pending the determination of proved reserves                      4,870
Reclassifications to proved properties based on
  the determination of proved reserves                                  -
Capitalized exploratory well costs charged to
  dry-hole costs                                                  (68,601)
                                                                ---------

Balance - End of period                                         $ 133,655
                                                                =========


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.

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.

The shareholders received distributions of approximately $4.3 million for the
three months ended March 31, 2006, compared to nil for the three months ended
March 31, 2005.

The Manager received distributions of approximately $0.7 million for the three
months ended March 31, 2006, compared to nil for the three months ended March
31, 2005.

6.       Related Parties

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 were incurred and paid for both
the three months ended March 31, 2006 and 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 March 31, 2006 and December 31, 2005, a related entity owes the
Fund approximately $0.2 million and nil, respectively. As of March 31, 2006 and
December 31, 2005, the Fund owes the Manager approximately $8 thousand and $6
thousand, respectively.

                                       13
<PAGE>

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 March 31, 2006 and for the period ended December 31, 2005, the carrying
value of cash and cash equivalents and salvage fund approximate fair value. Cash
and cash equivalents principally consist of money market funds.

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 March 31, 2006 and December 31, 2005,
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
quarter ended March 31, 2006, management identified accounting errors.
Accordingly, the Fund has restated the March 31, 2006 financial statements in
this Form 10-Q/A (Amendment No. 1).

The financial statements as of and for the three months ended March 31, 2006
have been restated to reflect the following adjustments:

                                       14
<PAGE>

     o    Dry-hole costs, which were under accrued, have been corrected,
          resulting in approximately a $0.5 million increase in dry-hole costs
          and a corresponding increase in due to operators.
     o    Depletion and amortization, which was erroneously recorded for the
          period ended March 31, 2006, has been corrected, resulting in
          approximately a $67 thousand increase in depletion and amortization
          expense, and a corresponding increase in accumulated depletion and
          amortization - proved properties. Accumulated depletion and
          amortization - proved properties was also impacted by the Fund's 2005
          restatement adjustments, which resulted in a decrease in accumulated
          depletion and amortization of approximately $91 thousand.
     o    Oil and gas revenues, which were over accrued, has been corrected,
          resulting in approximately a $0.2 million decrease in oil and gas
          revenues and a corresponding decrease in production receivable.
          Production receivable was also impacted by the Fund's 2005 restatement
          adjustments which resulted in a decrease in production receivable of
          approximately $0.4 million.
     o    Accrued expenses have been corrected, resulting in approximately a
          $0.2 million decrease in accrued expenses and a corresponding decrease
          in production receivable.
     o    Lease operating expenses, which were under accrued, have been
          reclassified, resulting in approximately a $29 thousand increase in
          lease operating expenses and a corresponding increase in due to
          operators.
     o    Proved property costs, which were overstated at March 31, 2006 have
          been corrected, resulting in approximately a $0.2 million decrease in
          proved properties and a corresponding decrease in due to operators.
          Proved properties were also impacted by the Fund's 2005 restatement
          adjustments, which resulted in approximately a $0.2 million decrease
          in proved properties.
     o    Expenditures related to a project, which were erroneously classified,
          have been corrected, resulting in approximately $0.2 million increase
          in due from affiliates and a corresponding increase in due to
          operators.
     o    Accretion expense, which was erroneously recorded, was corrected,
          resulting in approximately a $2 thousand decrease in accretion expense
          and a corresponding decrease in asset retirement obligations. The
          asset retirement obligation was also impacted by the Fund's 2005
          restatement adjustment which resulted in a decrease in the asset
          retirement obligation of approximately $0.2 million.
     o    Interest income, which was not recorded at March 31, 2006, has been
          corrected, resulting in approximately a $5 thousand increase in
          interest income and a corresponding increase in the salvage fund.

The above corrections resulted in approximately a $0.7 million increase in net
loss, which resulted in approximately a $0.7 million increase in shareholders'
accumulated deficit and approximately a $40 thousand decrease in manager's
retained earnings. Shareholder's accumulated deficit and manager's retained
earnings were also impacted by the Fund 2004 and 2005 restatement adjustments,
which resulted in an approximate $0.3 million increase in shareholder's
accumulated deficit and an approximate $35 thousand decrease in manager's
retained earnings.

                                       15
<PAGE>

The following tables summarize the effects of the restatement on the Fund's 2006
balance sheet and statement of operations:

Balance Sheet Effects:


<TABLE>
<CAPTION>
                           ASSETS                                March 31,
                                                                   2006                                       March 31,
                                                               As Previously                                     2006
                                                                 Reported             Adjustments            As Restated
                                                                 --------             -----------            -----------
<S>                                                             <C>                   <C>                   <C>
Current assets:
    Production receivable                                       $  1,900,131          $   (830,416)         $  1,069,715
    Due from affiliate                                                     -               195,547               195,547
      Total current assets                                        25,339,985              (634,869)           24,705,116
    Salvage fund                                                   1,068,822                 5,316             1,074,138
    Oil and gas properties
    Proved properties                                              9,717,400              (358,405)            9,358,995
    Less:  accumulated depletion and amortization
        - proved properties                                       (7,632,685)               24,013            (7,608,672)
      Total oil and gas properties, net                            2,218,370              (334,392)            1,883,978
      Total assets                                              $ 28,627,177          $   (963,945)         $ 27,663,232

              LIABILITIES AND MEMBERS' CAPITAL

Current liabilities:
    Due to operators                                            $    105,219          $    467,133          $    572,352
    Accrued expenses payable                                         265,578              (220,714)               44,864
      Total current liabilities                                      379,176               246,419               625,595
Non-current liabilities:
    Asset retirement obligations                                     500,720              (164,047)              336,673
      Total non-current liabilities                                  500,720              (164,047)              336,673
    Total Liabilities                                                879,896                82,372               962,268
Members' capital:
    Manager:
      Retained earnings                                              935,083               (74,707)              860,376
      Manager's total                                                 54,950               (74,707)              (19,757)
    Shareholders:
      Accumulated deficit                                        (13,219,334)             (971,610)          (14,190,944)
      Shareholders' total                                         27,692,331              (971,610)           26,720,721
      Total members' capital                                      27,747,281            (1,046,317)           26,700,964
      Total liabilities and members' capital                    $ 28,627,177          $   (963,945)         $ 27,663,232
</TABLE>


                                       16
<PAGE>

<TABLE>
<CAPTION>
Statement of Operation Effects:                       For the three
                                                       months ended                        For the three
                                                      March 31, 2006                        months ended
                                                      As Previously                        March 31, 2006
                                                         Reported          Adjustments      As Restated
                                                         --------          -----------      -----------
<S>                                                     <C>                <C>               <C>
Revenue
Oil and gas revenues                                    $ 2,437,797        $  (203,890)      $ 2,233,907

Expenses
Dry-hole costs                                            1,355,529            452,372         1,807,901
Depletion and amortization                                2,663,098             66,714         2,729,812
Accretion expense                                             5,570             (1,866)            3,704
Management fees to affiliate                                321,257                 (1)          321,256
Lease operating expenses                                     94,878             28,930           123,808
Other general and administrative expenses                    42,165                  1            42,166
    Total expenses                                        4,482,497            546,150         5,028,647
    Loss from operations                                 (2,044,700)          (750,040)       (2,794,740)

Other Income
Interest income                                             205,360              5,316           210,676
    Total other income                                      205,360              5,316           210,676
    Net loss                                            $(1,839,340)       $  (744,724)      $(2,584,064)
    Manager - Net loss                                  $   258,736        $   (40,021)      $   218,715
    Shareholders - Net loss                             $(2,098,076)       $  (704,703)      $(2,802,779)
    Net loss per share                                  $    (5,993)       $    (2,013)      $    (8,005)
</TABLE>


In addition to the cash flow statement impact of the above restatements and
prior period restatements, the statement of cash flows for the three months
ended March 31, 2006 has also been restated for the following:

     o    Interest earned on the salvage fund which was incorrectly classified
          as an operating activity has been corrected to be properly reflected
          as an investing activity, resulting in approximately a $35 thousand
          increase to cash provided by operating activities and a corresponding
          increase in cash used in investing activities.




                                       17
<PAGE>

<TABLE>
<CAPTION>
Statement of Cash Flow Effects:                                        For the three
                                                                        months ended                    For the three
                                                                       March 31, 2006                    months ended
                                                                       As Previously                    March 31, 2006
                                                                          Reported       Adjustments      As Restated
                                                                          --------       -----------      -----------
<S>                                                                      <C>             <C>               <C>
Cash flows from operating activities
    Net loss                                                             $(1,839,340)    $  (744,724)      $(2,584,064)
    Adjustments to reconcile net loss to net cash
       (used in) provided by operating activities
      Dry-hole costs                                                       1,355,529         452,372         1,807,901
      Depletion and amortization                                           2,663,098          66,714         2,729,812
      Accretion expense                                                        5,570          (1,866)            3,704
      Interest collected on salvage fund                                     (35,395)         35,395                 -
      Changes in assets and liabilities
        Increase in production receivable                                  4,572,339         424,604         4,996,943
        Increase in due to operators                                          30,760          39,270            70,030
        Decrease in accrued expenses payable                                 224,458        (220,714)            3,744
        Net cash provided by operating activities                          6,986,735          51,051         7,037,786
Cash flows from investing activities
    Capital expenditures for oil and gas properties                         (741,297)        (10,340)         (751,637)
    Funding of salvage fund                                                        -         (30,000)          (30,000)
    Interest income reinvested-salvage fund                                        -         (10,711)          (10,711)
        Net cash used in investing activities                               (741,297)        (51,051)         (792,348)
Supplemental schedule of non-cash
    investing activities
        Advances used for capital expenditures in oil and gas            $         -     $ 1,256,113       $ 1,256,113
           properties reclassified to unproved properties
</TABLE>


10.      Subsequent Events

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 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.

In October 2006, the Fund acquired a working interest in the following wells
operated by LLOG Exploration Company:


<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>


                                       18
<PAGE>


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.



                                       19
<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. 1, 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 originally filed 2005 Form
10-K and Form 10 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. No changes have been made to our critical
accounting policies and estimates since the filing of the 2005 Form 10-K/A.



                                       20
<PAGE>


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 July 22, 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>


                                       21
<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>


                                       22
<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.

Three Months Ended March 31, 2006 compared to Three Months ended March 31, 2005

Net loss. Net loss for the three months ended March 31, 2006 was approximately
$2.6 million, an increase of $2.4 million, compared to approximately $0.2
million for the three months ended March 31, 2005. The increase is discussed
below.

Oil and gas revenues. Oil and natural gas revenues for the three months ended
March 31, 2006 were approximately $2.2 million, an increase of approximately
$2.2 million, or 100% compared to nil for the three months ended March 31, 2005.
This increase is the result of production volume for both oil and natural gas
(there was no production in the first quarter of 2005). Production volume for
oil was approximately 50 thousand per one thousand cubic feet ("MCFE"). Average
sales price for oil was approximately $10.56 per MCFE. Production volume for
natural gas was approximately 206 thousand MCFEs. Average sales price for
natural gas was approximately $8.28 per MCFE.

Dry-hole costs. Dry-hole costs for the three months ended March 31, 2006 were
approximately $1.8 million, an increase of approximately $1.8 million, or 100%
compared to nil for the three months ended March 31, 2005. This increase is the
result of the Fund incurring plug and abandonment expenses in early 2006
relating to one project determined to be a dry-hole in 2006.

Depletion and amortization. Depletion and amortization for the three months
ended March 31, 2006 was approximately $2.7 million, an increase of
approximately $2.7 million, or 100% compared to nil for the three months ended
March 31, 2005. This increase is the result of production reserve volumes in
2006 (there was no production in the first quarter of 2005).

Management fees. Management fees for both the three months ended March 31, 2006
and 2005 were approximately $0.3 million. Management fees are equal to 2.5%
annually of capital contributions, payable monthly.

Lease operating expenses. Lease operating expenses for the three months ended
March 31, 2006 were approximately $0.1 million, an increase of approximately
$0.1 million, or 100% compared to nil for the three months ended March 31, 2005.
This increase is the result of production activity in 2006.

Other general and administrative expenses. Other general and administrative
expenses for the three months ended March 31, 2006 were approximately $42
thousand, an increase of approximately $26 thousand, or 162% compared to $16
thousand for the three months ended March 31, 2005. This increase is
predominately the result of an increase in accounting fees offset by a decrease
in insurance costs.

                                       23
<PAGE>


Other Income. Other income for the three months ended March 31, 2006 was
approximately $0.2 million, an increase of approximately $0.1 million, or 99%
compared to approximately $0.1 million for the three months ended March 31,
2005. This increase is predominately the result of higher interest rates in 2006
compared to 2005.

Capital Resources and Liquidity

Cash flows provided by operating activities for the three months ended March 31,
2006 were approximately $7.0 million, primarily related to increased revenue for
oil and natural gas production, due to increased volume and pricing partially
offset by cash expenditures for operating expenses.

Cash flows used in operating activities for the three months ended March 31,
2005 were approximately $0.2 million, primarily related to management fees paid
to the Manager partially offset by interest income.

Cash flows used in investing activities for the three months ended March 31,
2006 were approximately $0.8 million, primarily related to capital expenditures
for oil and gas properties. Investing activities relate to the actual purchase
of wells, infrastructure and other capital items unrelated to operating
activities occurring after a well has begun producing.

Cash flows used in investing activities for the three months ended March 31,
2005 were approximately $7 thousand, related to the funding of the salvage fund.

Cash flows used in financing activities for the three months ended March 31,
2006 were approximately $5.0 million related to distributions to shareholders
and the Manager.

There were no cash flows relating to financing activities for the three months
ended March 31, 2005.

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

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 projects committed as of March 31, 2006,
such estimated capital expenditures to be spent total approximately $16.5
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:

                                       24
<PAGE>

Estimated Capital Expenditures
As of March 31, 2006
(in thousands)

                               Total Project     Spent Through      To be Spent
                                   Costs        March 31, 2006    Next 12 Months
                                   -----        --------------    --------------
Projects

Eugene Island 337 (i)             $ 5,200            $   134        $ 5,066
West Cameron 95 (i)                11,440                  -         11,440
East Breaks 157 (ii)              $ 1,800            $ 1,793        $     7
                                  -------            -------        -------
                                  $18,440            $ 1,927        $16,513
                                  =======            =======        =======

     (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 determined to be
          successful in July 2006. West Cameron 95 was determined to be a
          dry-hole in July 2006.
     (ii) East Breaks 157 was determined to be a dry-hole during the first
          quarter of 2006.

                                       25
<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 March 31, 2006, 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 March 31, 2006
("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.



                                       26
<PAGE>


(b)     Changes in Internal Control over Financial Reporting

In the course of initial our 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 March 31, 2006 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.

                                       27
<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.



                                       28
<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.


                                       29
<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)







                                       30
<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.






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