UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 
 Washington,
D.C. 20549
 
 FORM
10-Q
 
 ý
                QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the quarterly period ended March 31,
2009
 or
 
 o
                  TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the transition period from
      _______________________to____________________________
 
 Commission
File No. 000-51267
 
 RIDGEWOOD
ENERGY L FUND, LLC
 (Exact
name of registrant as specified in its charter)
 
 
 Delaware
                    (State
      or other jurisdiction of
                    incorporation
      or organization)
                  
                  11-3719724
                    (I.R.S.
      Employer
                    Identification
      No.)
 
 947
Linwood Avenue, Ridgewood, NJ 07450
 (Address
of principal executive offices) (Zip code)
 
 (800)
942-5550
 (Registrant’s
telephone number, including area code)
 
 
 Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes  ýNo  o
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
 
 Large
      accelerated filer
                o
                Accelerated
      filer
                oNon-accelerated
      filer
                  (Do
      not check if a smaller reporting company)
                o
                Smaller
      reporting company
                x
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
 Yes  o  No x
 
 There is
no market for the shares.  As of May 4, 2009 there are 350.1081 shares
outstanding.
  
 
  Table of
      ContentsPART
      I - FINANCIAL INFORMATION
                    
                    PageItem 1.
                    Financial StatementsUnaudited Condensed Balance Sheets as of March 31, 2009 and
      December 31, 2008
                    
                    3Unaudited Condensed Statements of Operations for the three
      months ended
                      March 31, 2009 and 2008
                    
                    4Unaudited Condensed Statements of Cash Flows for the three
      months ended
                      March 31, 2009 and 2008
                    
                    5Notes to Unaudited Condensed Financial
      Statements
                    
                    6Item 2.
                    Management's Discussion and Analysis of Financial Condition
      and Results of Operations
                    
                    11Item 3.
                    Quantitative and Qualitative Disclosures about Market
      Risk
                    
                    16Item 4.
                    Controls and Procedures
                    
                    16PART
      II - OTHER INFORMATIONItem 1.
                    Legal Proceedings
                    
                    16Item 1A.
                    Risk Factors
                    
                    16Item 2.
                    Unregistered Sales of Equity Securities and Use of
      Proceeds
                    
                    16Item 3.
                    Defaults Upon Senior Securities
                    
                    16Item 4.
                    Submission of Matters to a Vote of Security
      Holders
                    
                    16Item 5.
                    Other Information
                    
                    16Item 6.
                    Exhibits
                    
                    17SIGNATURES
                    
                    18
  2
 Table of Contents
  PART
      I - FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTSRIDGEWOOD ENERGY L
      FUND, LLCUNAUDITED
      CONDENSED BALANCE SHEETS(in
      thousands, except share data)March
      31, 2009
                                              
                                              
                                              December
      31, 2008ASSETSCurrent
      assets:Cash
      and cash equivalents
                                              
                                              $
                                              2,611
                                              
                                              
                                              $
                                              3,656Production
      receivable
                                              
                                              
                                              308
                                              
                                              
                                              
                                              148Other
      current assets
                                              
                                              
                                              29
                                              
                                              
                                              
                                              91Total
      current assets
                                              
                                              
                                              2,948
                                              
                                              
                                              
                                              3,895Salvage
      fund
                                              
                                              
                                              1,653
                                              
                                              
                                              
                                              1,195Oil
      and gas properties:Unproved
      properties
                                              
                                              
                                              -
                                              
                                              
                                              
                                              1,613Proved
      properties
                                              
                                              
                                              15,420
                                              
                                              
                                              
                                              12,863Less:
      accumulated depletion and amortization
                                              
                                              
                                              (7,721
                                              )
                                              
                                              
                                              (6,594
                                              )Total
      oil and gas properties, net
                                              
                                              
                                              7,699
                                              
                                              
                                              
                                              7,882Total
      assets
                                              
                                              $
                                              12,300
                                              
                                              
                                              $
                                              12,972LIABILITIES
      AND MEMBERS' CAPITALCurrent
      liabilities:Due
      to operators
                                              
                                              $
                                              787
                                              
                                              
                                              $
                                              823Accrued
      expenses
                                              
                                              
                                              48
                                              
                                              
                                              
                                              46Total
      current liabilities
                                              
                                              
                                              835
                                              
                                              
                                              
                                              869Asset
      retirement obligations
                                              
                                              
                                              1,207
                                              
                                              
                                              
                                              886Total
      liabilities
                                              
                                              
                                              2,042
                                              
                                              
                                              
                                              1,755Commitments
      and contingencies (Note 8)Members'
      capital:Manager:Distributions
                                              
                                              
                                              (2,050
                                              )
                                              
                                              
                                              (1,999
                                              )Retained
      earnings
                                              
                                              
                                              1,399
                                              
                                              
                                              
                                              1,318Manager's
      total
                                              
                                              
                                              (651
                                              )
                                              
                                              
                                              (681
                                              )Shareholders:Capital
      contributions (670 shares authorized;
                                                350.1081
      issued and outstanding)
                                              
                                              
                                              51,401
                                              
                                              
                                              
                                              51,401Syndication
      costs
                                              
                                              
                                              (5,502
                                              )
                                              
                                              
                                              (5,502
                                              )Distributions
                                              
                                              
                                              (11,618
                                              )
                                              
                                              
                                              (11,326
                                              )Accumulated
      deficit
                                              
                                              
                                              (23,372
                                              )
                                              
                                              
                                              (22,675
                                              )Shareholders'
      total
                                              
                                              
                                              10,909
                                              
                                              
                                              
                                              11,898Total
      members' capital
                                              
                                              
                                              10,258
                                              
                                              
                                              
                                              11,217Total
      liabilities and members' capital
                                              
                                              $
                                              12,300
                                              
                                              
                                              $
                                              12,972
 The
accompanying notes are an integral part of these unaudited condensed financial
statements.
 3
 Table of Contents
  RIDGEWOOD ENERGY L
      FUND, LLCUNAUDITED
      CONDENSED STATEMENTS OF OPERATIONS(in
      thousands, except share data)Three
      months ended March 31,2009
                            
                            
                            2008RevenueOil
      and gas revenue
                            
                            $
                            763
                            
                            
                            $
                            765ExpensesDepletion
      and amortization
                            
                            
                            731
                            
                            
                            
                            386Impairment
      of proved properties
                            
                            
                            516
                            
                            
                            
                            -Operating
      expenses
                            
                            
                            74
                            
                            
                            
                            102Workover
      expenses
                            
                            
                            -
                            
                            
                            
                            436General
      and administrative expenses
                            
                            
                            74
                            
                            
                            
                            94Total
      expenses
                            
                            
                            1,395
                            
                            
                            
                            1,018Loss
      from operations
                            
                            
                            (632
                            )
                            
                            
                            (253
                            )Other
      incomeInterest
      income
                            
                            
                            16
                            
                            
                            
                            73Net
      loss
                            
                            $
                            (616
                            )
                            
                            $
                            (180
                            )Manager
      interestNet
      income
                            
                            $
                            81
                            
                            
                            $
                            19Shareholder
      interestNet
      loss
                            
                            $
                            (697
                            )
                            
                            $
                            (199
                            )Net
      loss per share
                            
                            $
                            (1,991
                            )
                            
                            $
                            (568
                            )
 The
accompanying notes are an integral part of these unaudited condensed financial
statements.
  4
 Table of Contents
  RIDGEWOOD ENERGY L
      FUND, LLCUNAUDITED
      CONDENSED STATEMENTS OF CASH FLOWS(in
      thousands)Three
      months ended March 31,2009
                                                
                                                
                                                2008Cash
      flows from operating activitiesNet
      loss
                                                
                                                $
                                                (616
                                                )
                                                
                                                $
                                                (180
                                                )Adjustments
      to reconcile net loss to net cash
                                                  provided
      by operating activities:Depletion
      and amortization
                                                
                                                
                                                731
                                                
                                                
                                                
                                                386Dry-hole
      costs
                                                
                                                
                                                -
                                                
                                                
                                                
                                                5Impairment
      of proved property
                                                
                                                
                                                516
                                                
                                                
                                                
                                                -Settlement
      of asset retirement obligation
                                                
                                                
                                                (47
                                                )
                                                
                                                
                                                -Accretion
      expense
                                                
                                                
                                                3
                                                
                                                
                                                
                                                5Changes
      in assets and liabilities:Increase
      in production receivable
                                                
                                                
                                                (160
                                                )
                                                
                                                
                                                (292
                                                )Decrease
      in other current assets
                                                
                                                
                                                62
                                                
                                                
                                                
                                                17Increase
      in due to operators
                                                
                                                
                                                3
                                                
                                                
                                                
                                                270Increase
      (decrease) in accrued expenses
                                                
                                                
                                                2
                                                
                                                
                                                
                                                (30
                                                )Net
      cash provided by operating activities
                                                
                                                
                                                494
                                                
                                                
                                                
                                                181Cash
      flows from investing activitiesCapital
      expenditures for oil and gas properties
                                                
                                                
                                                (738
                                                )
                                                
                                                
                                                (1,435
                                                )Proceeds
      from insurance recovery
                                                
                                                
                                                -
                                                
                                                
                                                
                                                491Salvage
      fund investments
                                                
                                                
                                                (452
                                                )
                                                
                                                
                                                -Interest
      reinvested in salvage fund
                                                
                                                
                                                (6
                                                )
                                                
                                                
                                                (9
                                                )Net
      cash used in investing activities
                                                
                                                
                                                (1,196
                                                )
                                                
                                                
                                                (953
                                                )Cash
      flows from financing activitiesDistributions
      paid
                                                
                                                
                                                (343
                                                )
                                                
                                                
                                                (601
                                                )Net
      cash used in financing activities
                                                
                                                
                                                (343
                                                )
                                                
                                                
                                                (601
                                                )Net
      decrease in cash and cash equivalents
                                                
                                                
                                                (1,045
                                                )
                                                
                                                
                                                (1,373
                                                )Cash
      and cash equivalents, beginning of period
                                                
                                                
                                                3,656
                                                
                                                
                                                
                                                8,506Cash
      and cash equivalents, end of period
                                                
                                                $
                                                2,611
                                                
                                                
                                                $
                                                7,133
 The
accompanying notes are an integral part of these unaudited condensed financial
statements.
  5
 Table of Contents
  RIDGEWOOD ENERGY L FUND,
LLC
 NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
 
 
 1.
              Organization
      and Purpose
 
 The
Ridgewood Energy L Fund, LLC (the “Fund”), a Delaware limited liability company,
was formed on May 27, 2004 and operates pursuant to a limited liability company
agreement (the “LLC Agreement”) dated as of July 6, 2004 by and among Ridgewood
Energy Corporation (the “Manager”), and the shareholders of the
Fund.  The Fund was organized to acquire interests in oil and natural
gas properties located in the United States offshore waters of Texas, Louisiana,
and Alabama in the Gulf of Mexico.
 
 The
Manager has direct and exclusive control over the management of the Fund’s
operations.  With respect to project investments, the Manager locates
potential projects, conducts appropriate due diligence and negotiates and
completes the transactions in which the investments are made.  The
Manager performs, or arranges for the performance of, the management advisory
and administrative services required for Fund operations. Such services include,
without limitation, the administration of shareholder accounts, shareholder
relations and the preparation, review and dissemination of tax and other
financial information.  In addition, the Manager provides office
space, equipment and facilities and other services necessary for Fund
operations.  The Manager also engages and manages the contractual
relations with unaffiliated custodians, depositories, accountants, attorneys,
broker-dealers, corporate fiduciaries, insurers, banks and others as
required.  See Notes 2, 6 and 8.
 
 2.
              Summary
      of Significant Accounting Policies
 
 Basis
of Presentation
 These
unaudited interim condensed financial statements have been prepared by the
Fund’s management in accordance with accounting principles generally accepted in
the United States of America (“GAAP”) and in the opinion of management, contain
all adjustments (consisting of only normal recurring adjustments) necessary to
present fairly the Fund’s financial position, results of operations and cash
flows for the periods presented.  Certain information and note
disclosures normally included in annual financial statements prepared in
accordance with GAAP have been omitted in these unaudited interim condensed
financial statements.  The results of operations, financial position,
and cash flows for the periods presented herein are not necessarily indicative
of future financial results.  These unaudited interim condensed
financial statements should be read in conjunction with the Fund’s December 31,
2008 financial statements and notes thereto included in the Fund’s Annual Report
on Form 10-K filed with the Securities and Exchange Commission
(“SEC”).  The year-end condensed balance sheet data was derived from
audited financial statements, but does not include all disclosures required by
GAAP.
 
 Use
of Estimates
 The
preparation of financial statements in conformity with GAAP requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities as of the date
of the financial statements and the reported amounts of revenue and expense
during the reporting period. On an ongoing basis, the Manager reviews its
estimates, including those related to property balances, determination of proved
reserves, impairments and asset retirement obligations.  Actual
results may differ from those estimates.
 
 Cash
and Cash Equivalents
 All
highly liquid investments with maturities, when purchased, of three months or
less, are considered cash and cash equivalents. At times, bank deposits may be
in excess of federally insured limits.  At March 31, 2009, bank
balances exceeded federally insured limits by $2.5 million, of which $1.2
million was invested in money market accounts that invest solely in U.S.
Treasury bills and notes.  Effective October 2008 through December 31,
2009, federally insured limits have been increased from $0.1 million to $0.25
million for interest bearing deposits.  Additionally, non-interest
bearing deposits are fully insured during this period.
 
 Salvage
Fund
 The Fund
deposits in a separate interest-bearing account, or a salvage fund, money to
provide for the dismantling and removal of production platforms and facilities
and plugging and abandoning its wells at the end of their useful lives, in
accordance with applicable federal and state laws and regulations.  At
March 31, 2009, the Fund had a held-to-maturity investment within its salvage
fund totaling $1.1 million, which matures in February
2012.  Held-to-maturity investments are those securities that the Fund
has the ability and intent to hold until maturity, and are recorded at cost plus
accrued income, adjusted for the amortization of premiums and discounts, which
approximates fair value.
  6
 Table of Contents
 
 Interest
earned on the account will become part of the salvage fund.  There are
no legal restrictions on withdrawals from the salvage fund.
 
 Oil
and Gas Properties
 The Fund
invests in oil and gas properties, which are operated by unaffiliated entities
that are responsible for drilling, administering and producing activities
pursuant to the terms of the applicable operating agreements with working
interest owners.  The Fund's portion of exploration, drilling,
operating and capital equipment expenditures is billed by
operators.
 
 The
successful efforts method of accounting for oil and gas producing activities is
followed. Acquisition costs are capitalized when incurred.  Other oil
and gas exploration costs, excluding the costs of drilling exploratory wells,
are charged to expense as incurred.  The costs of drilling exploratory
wells are capitalized pending the determination of whether the wells have
discovered proved commercial reserves.  If proved commercial reserves
have not been found, exploratory drilling costs are expensed to dry-hole
expense.  Costs to develop proved reserves, including the costs of all
development wells and related facilities and equipment used in the production of
oil and gas, are capitalized.  Expenditures for ongoing repairs and
maintenance of producing properties are expensed as incurred.
 
 Upon the
sale or retirement of a proved property, the cost and related accumulated
depletion and amortization will be eliminated from the property accounts, and
the resultant gain or loss is recognized.  Upon the sale or retirement
of an unproved property, gain or loss on the sale is recognized.  The
Manager does not currently intend to sell any of the Fund’s property
interests.
 
 Capitalized
acquisition costs of producing oil and gas properties are depleted by the
units-of-production method.
 
 As of
March 31, 2009 and December 31, 2008, amounts recorded in due to operators
totaling $0.6 million related to capital expenditures for oil and gas
properties.
 
 Advances
to Operators for Working Interests and Expenditures
 The
Fund’s acquisition of a working interest in a well or a project requires it to
make a payment to the seller for the Fund’s rights, title and
interest.  The Fund may be required to advance its share of estimated
cash expenditures for the succeeding month’s operation. The Fund accounts for
such payments as advances to operators for working interests and
expenditures.  As drilling costs are incurred, the advances are
reclassified to unproved properties.
 
 Asset
Retirement Obligations
 For oil
and gas properties, there are obligations to perform removal and remediation
activities when the properties are retired.  When a project reaches
drilling depth and is determined to be either proved or dry, an asset retirement
obligation is incurred.  Plug and abandonment costs associated with
unsuccessful projects are expensed as dry-hole costs.  The following
table presents changes in asset retirement obligations for the three months
ended March 31, 2009 and the year ended December 31, 2008.
 
 March
      31, 2009
                            
                            
                            December
      31, 2008(in
      thousands)Balance
      - Beginning of period
                            
                            $
                            886
                            
                            
                            $
                            417Liabilities
      incurred
                            
                            
                            244
                            
                            
                            
                            394Liabilities
      settled
                            
                            
                            (47
                            )
                            
                            
                            -Accretion
      expense
                            
                            
                            3
                            
                            
                            
                            11Revision
      to prior estimate
                            
                            
                            121
                            
                            
                            
                            64Balance
      - End of period
                            
                            $
                            1,207
                            
                            
                            $
                            886
 
 As
indicated above, the Fund maintains a salvage fund to provide for the funding of
future asset retirement obligations.
  7
 Table of Contents
  Syndication
Costs
 Syndication
costs are direct costs incurred by the Fund in connection with the offering of
the Fund’s shares, including professional fees, selling expenses and
administrative costs payable to the Manager, an affiliate of the Manager and
unaffiliated broker-dealers, which are reflected on the Fund’s balance sheet as
a reduction of shareholders’ capital.
 
 Revenue
Recognition and Imbalances
 Oil and
gas revenues are recognized when oil and gas is sold to a purchaser at a
fixed or determinable price, when delivery has occurred and title has
transferred, and if collectibility of the revenue is
probable.
 
 The Fund
uses the sales method of accounting for gas production imbalances. The volumes
of gas sold may differ from the volumes to which the Fund is entitled based on
its interests in the properties. These differences create imbalances that are
recognized as a liability only when the properties’ estimated remaining reserves
net to the Fund will not be sufficient to enable the under-produced owner to
recoup its entitled share through production. The Fund’s recorded liability, if
any, would be reflected in other liabilities. No receivables are recorded for
those wells where the Fund has taken less than its share of
production.  At March 31, 2009 and December 31, 2008, there were no
material oil or gas balancing arrangements between the Fund and other working
interest owners.
 
 Impairment
of Long-Lived Assets
 The Fund reviews the value
of its oil and gas properties whenever management determines that events and
circumstances indicate that the recorded carrying value of properties may not be
recoverable.  Impairments of producing properties are determined by
comparing future net undiscounted cash flows to the net book value at the end of
each period.  If the net book value exceeds the future net
undiscounted cash flows, the carrying value of the property is written down to
fair value, which is determined using net discounted future cash flows from the
producing property.  Different pricing assumptions, reserve estimates
or discount rates could result in a different calculated
impairment.  The Fund provides for impairments on unproved properties
when it determines that the property will not be developed or a permanent
impairment in value has occurred.  Given the volatility of oil and gas
prices, it is reasonably possible that the Fund’s estimate of discounted future
net cash flows from proved oil and gas reserves could change in the near
term.  If oil and gas prices decline significantly, even if only for a
short period of time, it is possible that write-downs of oil and gas properties
could occur.  During
the three months ended March 31,2009, the
Fund recorded impairments of $0.5 million related to Vermilion 344 and South
Timbalier 77 as a result of lower oil and gas commodity prices and additional
retirement obligations, respectively. The carrying value for Vermilion 344 of
$1.6 million was written down to its fair value of $1.2 million. The fair value
of the impaired well was determined based on level 3 inputs under Statement of
Financial Accounting Standard No. 157, "Fair Value Measurements", ("SFAS No.
157"), which include projected income from proved and probable reserves
utilizing
forward price curves, net of anticipated costs, discounted. South
Timbalier 77 was fully depleted as of December 31,
2008
  Depletion
and Amortization
 Depletion
and amortization of the cost of proved oil and gas properties are calculated
using the units-of-production method.  Proved developed reserves are
used as the base for depleting capitalized costs associated with successful
exploratory well costs.  The sum of proved developed and proved
undeveloped reserves is used as the base for depleting or amortizing leasehold
acquisition costs, the costs to acquire proved properties and platform and
pipeline costs.
 
 Income
Taxes
 No
provision is made for income taxes in the financial statements.  The
Fund is a limited liability company, and as such, the Fund’s income or loss is
passed through and included in the tax returns of the Fund’s
shareholders.
 
 Income
and Expense Allocation
 Profits
and losses are allocated 85% to shareholders in proportion to their relative
capital contributions and 15% to the Manager, except for interest income and
certain expenses, such as dry-hole costs, trust fees, depletion and
amortization, which are allocated 99% to shareholders and 1% to the
Manager.
 
 3.
              Recent
      Accounting Standards
 
 In
December 2008, the SEC issued Release No. 33-8995, “Modernization of Oil and Gas
Reporting,” amending oil and gas reporting requirements under Rule 4-10 of
Regulation S-X and Industry Guide 2 in Regulation S-K.  The new
requirements provide for consideration of new technologies in evaluating
reserves, allow companies to disclose their probable and possible reserves to
investors, report oil and gas reserves using an average price based on the prior
12-month period rather than year-end prices, and revise the disclosure
requirements for oil and gas operations.  The final rules are
effective for fiscal years ending on or after December 31, 2009.
  8
 Table of Contents
  In
September 2006, the Financial Accounting Standards Board ("FASB") issued SFAS
No.157, which applies under most other accounting pronouncements that require or
permit fair value measurements. SFAS No. 157 provides a common definition of
fair value as the price that would be received to sell an asset or paid to
transfer a liability in a transaction between market participants. The new
standard also provides guidance on the methods used to measure fair value and
requires expanded disclosures related to fair value measurements. On February
12, 2008, the FASB issued FASB Staff Position No. FAS 157-2, "Effective Date of
FASB Statement No. 157" ("FAS 157-2"). FAS 157-2 delayed the effective date of
SFAS No. 157 for all non-financial assets and non-financial liabilities, except
those that are recognized or disclosed at fair value in the financial statements
on a recurring basis (at least annually). The Fund adopted SFAS No. 157 for
financial assets and financial liabilities effective January 1, 2008 and for
non-financial assets and non-financial liabilities effective January 1, 2009,
which includes applying the provisions of SFAS No. 157 to (i) other
non-financial assets measured at fair value in conjunction with impairment
assessments; and (ii) asset retirement obligations initially measured at fair
value. The adoption did not have a material impact on the Fund's balance sheet,
statement of operations, or statement of cash flows.
 
 4.
              Unproved
      Properties - Capitalized Exploratory Well
Costs
 
 Leasehold
acquisition and exploratory drilling costs are capitalized pending determination
of whether the well has found proved reserves.  Unproved properties
are assessed on a quarterly basis by evaluating and monitoring if sufficient
progress is made on assessing the reserves.  At March 31, 2009, the
Fund had no capitalized exploratory well costs.  The following table
reflects the net changes in unproved properties for the three months ended March
31, 2009 and the year ended December 31, 2008.
 
 March
      31, 2009
                            
                            
                            December
      31, 2008(in
      thousands)Balance,
      beginning of period
                            
                            $
                            1,613
                            
                            
                            $
                            3,738Additions
      to capitalized exploratory well costs pending the
                              determination
      of proved reserves
                            
                            
                            467
                            
                            
                            
                            3,782Reclassification
      to proved properties based on the
                              determination
      of proved reserves
                            
                            
                            (2,080
                            )
                            
                            
                            (5,907
                            )Capitalized
      exploratory well costs charged to dry-hole costs
                            
                            
                            -
                            
                            
                            
                            -Balance,
      end of period
                            
                            $
                            -
                            
                            
                            $
                            1,613
  Capitalized
exploratory well costs are expensed as dry-hole costs in the event that reserves
are not found or are not in sufficient quantities to complete the well and
develop the field.  There were no dry-hole costs during the three
months ended March 31, 2009.  Dry-hole costs of $5 thousand for the
three months ended March 31, 2008 are included in operating
expenses.
 
 5.
              Distributions
 
 Distributions
to shareholders are allocated in proportion to the number of shares
held.
 
 The
Manager determines whether available cash from operations, as defined in the LLC
Agreement, is to be distributed.  Such distributions are allocated 85%
to the shareholders and 15% to the Manager, as required by the LLC
Agreement.
 
 Available
cash from dispositions, as defined in the LLC Agreement, will be paid 99% to
shareholders and 1% to the Manager until the shareholders have received total
distributions equal to their capital contributions. After shareholders have
received distributions equal to their capital contributions, 85% of available
cash from dispositions will be distributed to shareholders and 15% to the
Manager.
 
 6.
              Related
      Parties
 
 Effective
September 1, 2007 and continuing for the remaining life of the Fund, the Manager
elected to waive its management fee.  Upon the waiver of the
management fee, the Fund began recording costs relating to services provided by
the Manager for accounting and investor relations.  Such costs,
totaling $20 thousand for each of the three months ended March 31, 2009 and
2008, were included in general and administrative expenses.
  9
 Table of Contents
  At times,
short-term payables and receivables, which do not bear interest, arise from
transactions with affiliates in the ordinary course of business.  At
March 31, 2009 and December 31, 2008, there were no such amounts
outstanding.
 
 None of
the compensation paid to the Manager has been derived as a result of arm’s
length negotiations.
 
 The Fund
has working interest ownership in certain projects to acquire and develop oil
and natural gas projects with other entities that are likewise managed by the
Manager.
 
 7.
              Fair
      Value of Financial Instruments
 
 As of
March 31, 2009 and December 31, 2008, cash and cash equivalents, production
receivable, salvage fund and accrued expenses are recorded at cost, which
approximates fair value due to their short-term nature.
 
 8.
              Commitments
      and Contingencies
 
 Capital
Commitments
 The Fund
has entered into multiple agreements for the drilling and development of its
investment properties. The estimated capital expenditures associated with these
agreements vary depending on the stage of development on a property-by-property
basis. As of March 31, 2009, the Fund had committed to spend an additional $1.1
million related to its investment properties.
 
 Environmental
Considerations
 The
exploration for and development of oil and natural gas involves the extraction,
production and transportation of materials which, under certain conditions, can
be hazardous or cause environmental pollution problems. The Manager and
operators of the Fund’s properties are continually taking action they believe
appropriate to satisfy applicable federal, state and local environmental
regulations and do not currently anticipate that compliance with federal, state
and local environmental regulations will have a material adverse effect upon
capital expenditures, results of operations or the competitive position of the
Fund in the oil and gas industry.  However, due to the significant
public and governmental interest in environmental matters related to those
activities, the Manager cannot predict the effects of possible future
legislation, rule changes, or governmental or private claims.  At
March 31, 2009 and December 31, 2008, there were no known environmental
contingencies that required the Fund to record a liability.
 
 Insurance
Coverage
 The Fund
is subject to all risks inherent in the exploration for and development of oil
and gas. Insurance coverage as is customary for entities engaged in similar
operations is maintained, but losses may occur from uninsurable risks or amounts
in excess of existing insurance coverage. The occurrence of an event that is not
insured or not fully insured could have an adverse impact upon earnings and
financial position.  Moreover, insurance is obtained as a package
covering all of the funds managed by the Manager.  Claims made by
other funds can reduce or eliminate insurance for the Fund.
  
 10
 Table of Contents
  ITEM 2.  MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
  Cautionary
Statement Regarding Forward-Looking Statements
 
 Certain
statements in this Quarterly Report on Form 10-Q (“Quarterly Report”) and
the documents Ridgewood Energy L Fund, LLC (the “Fund”) has incorporated by
reference into this Quarterly Report, other than purely historical information,
including estimates, projections, statements relating to the Fund’s business
plans, strategies, objectives and expected operating results, and the
assumptions upon which those statements are based, are forward-looking
statements based on current expectations and assumptions that are subject to
risks and uncertainties that may cause actual results to differ materially from
the forward-looking statements.  These forward-looking statements
generally are identified by the words “believe,” “project,” “expect,”
“anticipate,” “estimate,” “intend,” “strategy,” “plan,” “target,” “pursue,”
“may,” “will likely result,” and similar expressions. Examples of such events
that could cause actual results to differ materially from historical results or
those anticipated include weather conditions, such as hurricanes, changes in
market conditions affecting the pricing of oil and natural gas, the cost and
availability of equipment, and changes in governmental
regulations.  The Fund undertakes no obligation to update or revise
publicly any forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
 
 Critical
Accounting Policies and Estimates
 
 The
following discussion and analysis of the Fund’s financial condition and
operating results is based on its financial statements.  The
preparation of this Quarterly Report requires the Fund to make estimates and
assumptions that affect the reported amount of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the Fund’s
financial statements, and the reported amount of revenue and expense during the
reporting period.  Actual results may differ from those estimates and
assumptions.  See “Notes to Unaudited Condensed Financial Statements”
in Part I of this Quarterly Report for a presentation of the Fund’s significant
accounting policies.   No changes have been made to the Fund’s
critical accounting policies and estimates disclosed in its 2008 Annual Report
on Form 10-K.
 
 Overview
of the Fund’s Business
 
 The Fund
is a Delaware limited liability company formed on May 27, 2004 to acquire
interests in oil and natural gas properties located in the United
States offshore waters of Texas, Louisiana and Alabama in the Gulf of
Mexico.  Ridgewood Energy Corporation (“Ridgewood Energy” or the
“Manager”), a Delaware corporation, is the Manager.  As the Manager,
Ridgewood Energy has direct and exclusive control over the management of the
Fund’s operations.  The Fund’s primary investment objective is to
generate cash for distribution to its shareholders through the acquisition of
“working interests” in the exploration, production and sale of oil and natural
gas.
 
 The
Manager performs certain duties on the Fund’s behalf including the evaluation of
potential projects for investment and ongoing management, administrative and
advisory services associated with these projects.  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.
 
 Business
Update
 
 The Fund
owns working interests and has participated in the drilling of fourteen wells,
seven have been determined to be successful, six have been determined to be
dry-holes and one is fully depleted.
  Successful
Projects
 Emerald
Project
 In March
2008, the Fund acquired a 2.5% working interest in the Emerald project, an
exploratory well, from LLOG Exploration Offshore, Inc. (“LLOG”), the
operator.  The Emerald project was determined to be a commercial
success in May 2008 and has commenced production in February
2009.  Through March 31, 2009, the Fund has spent $1.7 million related
to this project, for which the total estimated budget is $2.8 million, which
includes the drilling of two additional wells.
  11
 Table of Contents
  Main
Pass 275
 In 2006,
the Fund acquired a 10.0% working interest in Main Pass 275, an exploratory
well, from Newfield Exploration Company (“Newfield”), the operator, which was
being drilled from an existing platform.  In August 2007, Newfield
sold its interest in this property to McMoRan Exploration Co.
(“McMoRan”).  At that time, McMoRan assumed Newfield’s
responsibilities as the operator of this property.  The well was
declared a commercial success in February 2007 and production began in April
2007.  The Fund spent $1.9 million related to this
property.
 
 Eugene
Island 337
 In 2006,
the Fund acquired a 13.33% ownership in Eugene Island 337 from Devon Energy
Corporation (“Devon”), the operator.  The total cost of this property
was $4.0 million.  Since the onset of production in October 2007, this
well has contributed $0.4 million of revenues, however, due to lower oil and gas
commodity prices and reductions in the Fund’s estimates of proved oil and gas
reserves, the Fund has recorded impairment costs totaling $3.7
million.
 
 The  pipeline
utilized to transport Eugene Island 337 oil and gas production suffered severe
damage as a result of hurricane activity in the third quarter 2008, thereby
shutting down production for this well.  There is no cost to the Fund
related to these repair activities, however, this well will not produce oil and
gas or earn revenue until repairs are completed and production
resumes.  The Eugene Island 337 well is currently expected to resume
production during the second quarter 2009.
 
 LLOG
Projects
 In
October 2006, the Fund acquired a 7.5% working interest in each of six
exploratory wells which are operated by LLOG, off the coast of
Louisiana.  Of the six wells, the Fund elected not to proceed with one
well and one well was determined to be a dry hole.
 
 The
remaining four LLOG wells, as detailed below, have been determined to be
successful.  Through March 31, 2009, the Fund has spent $7.0
million.  The Fund has recorded impairments related to Vermilion 344
totaling $1.5 million, of which $0.4 million of impairment expense was incurred
during the three months ended March 31, 2009.
 
 
 South
      Marsh Island 111
                  Discovery
      July 2007; Production
                    commenced
      February 2009Vermilion
      344
                  Discovery
      January 2007; Production
                    commenced
      December 2008West
      Delta 68
                  Discovery
      March 2007; Production
                    commenced
      July 2008West
      Delta 67
                  Discovery
      November 2007; Production
                    commenced
      July 2008
 
 Results
of Operations
 
 The
following table summarizes the Fund’s results of operations for the three months
ended March 31, 2009 and 2008 and should be read in conjunction with the
Fund’s financial statements and notes thereto included within Item 1. “Financial
Statements” in Part I of this Quarterly Report.
  12
 Table of Contents
 
 Three
      months ended March 31,2009
                                                        
                                                        
                                                        2008(in
      thousands)RevenueOil
      and gas revenue
                                                        
                                                        $
                                                        763
                                                        
                                                        
                                                        $
                                                        765ExpensesDepletion
      and amortization
                                                        
                                                        
                                                        731
                                                        
                                                        
                                                        
                                                        386Impairment
      of proved properties
                                                        
                                                        
                                                        516
                                                        
                                                        
                                                        
                                                        -Operating
      expenses
                                                        
                                                        
                                                        74
                                                        
                                                        
                                                        
                                                        102Workover
      expenses
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        436General
      and administrative expenses
                                                        
                                                        
                                                        74
                                                        
                                                        
                                                        
                                                        94Total
      expenses
                                                        
                                                        
                                                        1,395
                                                        
                                                        
                                                        
                                                        1,018Loss
      from operations
                                                        
                                                        
                                                        (632
                                                        )
                                                        
                                                        
                                                        (253
                                                        )Other
      incomeInterest
      income
                                                        
                                                        
                                                        16
                                                        
                                                        
                                                        
                                                        73Net
      loss
                                                        
                                                        $
                                                        (616
                                                        )
                                                        
                                                        $
                                                        (180
                                                        )
 Three
months ended March 31, 2009 compared to the Three months ended
March 31, 2008
 
 Overview.During the three months
ended March 31, 2009, the Fund had seven producing wells; Main Pass 275 and
Eugene Island 337 commenced production during 2007, West Delta 67 and West Delta
68 commenced production in July 2008, Vermilion 344 commenced production in
December 2008, and South Marsh Island 111 and the Emerald Project, each of which
commenced production in February 2009.  During the three months ended
March 31, 2008, the Fund had three producing wells, South Timbalier 77, which
was fully depleted as of December 31, 2008, Main Pass 275 and Eugene Island
337.
 
 As
previously discussed in the “Business Update”, the  pipeline utilized
to transport Eugene Island 337 oil and gas production suffered severe damage as
a result of hurricane activity in the third quarter 2008, thereby shutting down
production for this well.  This well will not produce oil and gas or
earn revenue until repairs are completed and production resumes.  The
Eugene Island 337 well is currently expected to resume production during the
second quarter 2009.
 
 Oil and Gas
Revenue.Oil
and gas revenue for each of the three months ended March 31, 2009 and 2008 was
$0.8 million.  An increase in sales volumes totaling $0.9 million was
offset by the impact of decreased average prices totaling $0.9
million.
 
 The Fund
sold 3 thousand barrels of oil during each of the three months ended March 31,
2009 and 2008.  The Fund’s oil prices averaged $39 per barrel and $102
per barrel during the three months ended March 31, 2009 and 2008,
respectively.
 
 The Fund
sold 146 thousand mcf during the three months ended March 31, 2009, compared to
48 thousand mcf, during the three months ended March 31, 2008.  The
Fund’s gas prices averaged $4.41 per mcf and $9.74 per mcf during the three
months ended March 31, 2009 and 2008, respectively.
 
 The
increase in gas volume for the three months ended March 31, 2009 compared to the
three months ended March 31, 2008, is primarily attributable to the timing of
the onset of production of the Fund’s wells, as discussed above in
“Overview”.
 
 Depletion and
Amortization.  Depletion and amortization for the three months
ended March 31, 2009 and 2008 was $0.7 million and $0.4 million,
respectively.  The increase resulted from the timing of the onset of
production of the Fund’s wells.
 
 Impairment of
Proved Properties.  During the three months ended March 31,
2009, the Fund recorded impairments to proved properties of $0.5 million, of
which $0.4 million related to Vermilion 344, which was attributable to lower oil
and gas commodity prices and $0.1 million related to additional asset retirement
estimates for South Timbalier 77, which was fully depleted as of December 31,
2008.  There were no impairments during the three months ended March
31, 2008.
  13
 Table of Contents
 
 Operating
Expenses.  Operating expenses include the costs of operating
and maintaining wells and related facilities, geological costs, accretion
expense and dry-hole costs, as detailed in the following table.
  Three
      months ended March 31,2009
                          
                          
                          2008(in
      thousands)Lease
      operating expenses
                          
                          $
                          71
                          
                          
                          $
                          86Accretion
                          
                          
                          3
                          
                          
                          
                          5Geological
      costs
                          
                          
                          -
                          
                          
                          
                          6Dry-hole
      costs
                          
                          
                          -
                          
                          
                          
                          5$
                          74
                          
                          
                          $
                          102
 Lease
operating expenses for the three months ended March 31, 2009 and 2008 were
related to the Fund’s producing properties during each period as outlined above
in “Overview”.  Accretion expense is related to the asset retirement
obligations established for the Fund’s proved properties.  Geological
costs for the three months ended March 31, 2008 related to the Emerald
Project.  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.
 
 Workover
Expenses.  Workover expenses represent costs to restore or
stimulate production of existing reserves of a proved property.  There
were no workover expenses during the three months ended March 31,
2009.  Workover expenses of $0.4 million during the three months ended
March 31, 2008, were attributable to recompletion efforts for South Timbalier
77, which proved unsuccessful.  This well was determined to be fully
depleted at December 31, 2008.
 
 General
and Administrative Expenses.General and administrative expenses
represent costs specifically identifiable or allocable to theFund as detailed in the following
table.
  Three
      months ended March 31,2009
                                  
                                  
                                  2008(in
      thousands)Accounting
      fees
                                  
                                  $
                                  32
                                  
                                  
                                  $
                                  47Management
      reimbursement and other
                                  
                                  
                                  22
                                  
                                  
                                  
                                  24Insurance
      expense
                                  
                                  
                                  20
                                  
                                  
                                  
                                  23$
                                  74
                                  
                                  
                                  $
                                  94
 Accounting
fees represent annual audit and tax preparation fees, quarterly reviews and
filing fees incurred by the Fund.  Management reimbursement and other
expenses relate primarily to reimbursements to the Manager for various
administrative costs incurred on the Fund’s behalf.  Insurance expense
represents premiums related to producing well and control of well insurance,
which varies dependent upon the number of wells producing or drilling, and
director’s and officers’ liability insurance.
 
 Interest
Income.  Interest income is comprised of interest earned on
money market accounts and investments in U.S. Treasury securities within the
Fund’s salvage fund.  Interest income for the three months ended March
31, 2009 was $16 thousand, a $57 thousand decrease from the three months ended
March 31, 2008.  The decrease was attributable to a reduction in
average outstanding balances earning interest due to ongoing capital
expenditures for oil and gas properties, coupled with lower interest rates
earned.
 
 Capital
Resources and Liquidity
 
 Operating
Cash Flows
 Cash
flows provided by operating activities for the three months ended March 31, 2009
were $0.5 million, primarily related to revenue receipts of $0.6 million and
favorable working capital of $0.1 million.  These amounts were
partially offset by operating expenses of $0.1 million and general and
administrative expenses of $0.1 million.
  14
 Table of Contents
 
 Cash
flows provided by operating activities for the three months ended March 31, 2008
were $0.2 million, primarily related to revenue receipts of $0.5 million,
interest received of $0.1 million, and favorable working capital of $0.2
million.  These amounts were partially offset by operating expenses of
$0.5 million and general and administrative expenses of $0.1
million.
 
 Investing
Cash Flows
 Cash
flows used in investing activities for the three months ended March 31, 2009
were $1.2 million, primarily related to capital expenditures for oil and gas
properties of $0.7 million and salvage fund investments of $0.5 million,
inclusive of interest earned on this account.
 
 Cash
flows used in investing activities for the three months ended March 31, 2008
were $1.0 million, primarily related to capital expenditures for oil and gas
properties of $1.4 million, partially offset by insurance proceeds of $0.5
million.  Additionally, the Fund increased its salvage fund
investments by $9 thousand, which consisted of interest earned on this
account.
 
 Financing
Cash Flows
 Cash
flows used in financing activities for the three months ended March 31, 2009
were $0.3 million related to distributions paid.
 
 Cash
flows used in financing activities for the three months ended March 31, 2008
were $0.6 million related to distributions paid.
 
 Estimated
Capital Expenditures
 
 The Fund
has entered into multiple agreements for the drilling and development of its
investment properties.  The estimated capital expenditures associated
with these agreements can vary depending on the stage of development on a
property-by-property basis.  As of March 31, 2009, the Fund had
committed to spend an additional $1.1 million related to its investment
properties.
  When the
Manager makes a decision to participate in a particular project, it assumes that
the well will be successful and allocates enough capital to budget for the
completion of that well and the additional development wells and infrastructure
anticipated. If an exploratory well is deemed a dry hole or if it is
un-economical, the capital allocated to the completion of that well and to the
development of additional wells is then reallocated to a new project or used to
make additional investments.
 
 Capital
expenditures for investment properties are funded with the capital raised by the
Fund in its private placement offering, which is more than likely, all the
capital it will be able to obtain.  The number of projects in which
the Fund can invest will naturally be limited and each unsuccessful project the
Fund experiences will reduce its ability to generate revenue and exhaust its
capital.  Typically, the Manager seeks an investment portfolio that
combines high and low risk exploratory projects.
 
 Liquidity
Needs
 
 The
Fund’s primary short-term liquidity needs are to fund its operations, including
capital expenditures for its investment properties.  Operations are
funded utilizing operating income, existing cash on-hand and income earned
therefrom.
 
 Distributions are
funded from cash flow from operations, and the frequency and amount are within
the Manager’s discretion subject to available cash from operations, reserve
requirements and the Fund’s operations.
 
 Off-Balance
Sheet Arrangements
 
 The Fund
had no off-balance sheet arrangements as of March 31, 2009 and December 31, 2008
and does not anticipate the use of such arrangements in the future.
  15
 Table of Contents
  Contractual
Obligations
 
 The Fund
enters into operating agreements with operators.  On behalf of the Fund, an
operator enters into various contractual commitments pertaining to exploration,
development and production activities.  The Fund does not negotiate
any such contracts. No contractual obligations exist at March 31, 2009 and
December 31, 2008 other than those discussed in “Estimated Capital Expenditures”
above.
 
 Recent
Accounting Pronouncements
 
 See Note
3 of Notes to Unaudited Condensed Financial Statements – “Recent Accounting
Standards” contained in this Quarterly Report for a discussion of recent
accounting pronouncements.
 
 ITEM 3.  QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  Not
required.
  ITEM 4.  CONTROLS AND
PROCEDURES
  In
accordance with Exchange Act Rules 13a-15 and 15d-15, the Fund carried out an
evaluation, under the supervision and with the participation of management,
including its Chief Executive Officer and Chief Financial Officer, of the
effectiveness of our disclosure controls and procedures as of the end of the
period covered by this report.  Based on that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that the Fund’s
disclosure controls and procedures were effective as of March 31,
2009.
  There has
been no change in the Fund’s internal control over financial reporting that
occurred during the three months ended March 31, 2009 that has materially
affected, or is reasonably likely to materially affect, the Fund’s internal
control over financial reporting.
  PART
II - OTHER INFORMATION
  ITEM 1. LEGAL
PROCEEDINGS
  There
have been no changes to the legal proceedings disclosed in the Fund’s most
recent Annual Report on Form 10-K.
  ITEM 1A. RISK
FACTORS
  Not
required.
  ITEM
2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
  None.
  ITEM 3.  DEFAULTS
UPON SENIOR SECURITIES
  None.
  ITEM 4. SUBMISSION OF MATTERS
TO A VOTE OF SECURITY HOLDERS
  None.
  ITEM 5. OTHER
INFORMATION
  None.
  16
 Table of Contents
 
 ITEM 6.
EXHIBITS
 
 EXHIBITNUMBER
                          
                          TITLE OF EXHIBIT
                          
                          METHOD OF FILING31.1
                          
                          Certification
      of Robert E. Swanson, Chief Executive Officer of the Fund, pursuant to
      Securities Exchange Act Rule 13a-14(a)
                          
                          Filed
      herewith31.2
                          
                          Certification
      of Kathleen P. McSherry, Chief Financial Officer of the Fund, pursuant to
      Securities Exchange Act Rule 13a-14(a)
                          
                          Filed
      herewith32
                          
                          Certifications
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      The Sarbanes-Oxley Act of 2002, signed by Robert E. Swanson, Chief
      Executive Officer of the Fund and Kathleen P. McSherry, Chief Financial
      Officer of the Fund
                          
                          Filed
      herewith
   17
 Table of Contents
  SIGNATURES
  
 Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
 
 Dated:
                      May
      4, 2009
                      
                      
                      
                      RIDGEWOOD
      ENERGY L FUND, LLCBy:
                      /s/
                      
                      ROBERT
      E. SWANSONName:
                      
                      Robert
      E. SwansonTitle:
                      
                      President
      and Chief Executive Officer(Principal
      Executive Officer)Dated:
                      May
      4, 2009By:
                      /s/
                      
                      KATHLEEN
      P. MCSHERRYName:
                      
                      Kathleen
      P. McSherryTitle:
                      
                      Executive
      Vice President and Chief Financial Officer(Principal
      Financial Officer)
       18