UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION





Washington,
D.C. 20549





FORM
10-Q





ý
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the quarterly period ended September 30, 2008


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 Number 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.)





1314
King Street, Wilmington, Delaware 19801


(Address
of principal executive offices) (Zip code)





(302)
888-7444


(Registrant’s
telephone number, including area code)





Securities
registered pursuant to Section 12(b) of the Act: None


Securities
registered pursuant to Section 12(g) of the Act:





Shares of
LLC Membership Interest





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
definitions of “large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):





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





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





There is
no market for the shares.  As of November 7, 2008 there are 350.1081
shares outstanding.










Table of ContentsPart
      I - FINANCIAL INFORMATION
                PageItem 1.    Financial
      Statements:Unaudited Condensed Balance Sheets as of September 30, 2008 and
      December 31, 2007
                3Unaudited Condensed Statements of Operations for the three and
      nine months ended
                  September 30, 2008 and 2007
                4Unaudited Condensed Statements of Cash Flows for the nine
      months ended
                  September 30, 2008 and 2007
                5Notes to Unaudited Condensed Financial
      Statements
                6Item 2.    Management's Discussion and
      Analysis of Financial Condition and Results of
    Operations
                12Item 3.    Quantitative and Qualitative
      Disclosures about Market Risk
                18Item 4.    Controls and
      Procedures
                18Part
      II - OTHER INFORMATIONItem 1.     Legal
      Proceedings
                19Item 1A.  Risk Factors
                19Item
      2.     Unregistered  Sales of Equity
      Securities and Use of Proceeds
                19Item 3.     Defaults Upon Senior
      Securities
                19Item 4.     Submissions of Matters
      to a Vote of Security Holders
                19Item 5.     Other
      Information
                19Item
    6.     Exhibits
                19SIGNATURES
                20




2
 Table of Contents





Part
      I - Financial InformationItem 1.  Financial StatementsRIDGEWOOD
      ENERGY L FUND, LLCUNAUDITED
      CONDENSED BALANCE SHEETS(in
      thousands, except share data)September
      30, 2008
                    
                    
                    December
      31, 2007ASSETSCurrent
      assets:Cash
      and cash equivalents
                    
                    $
                    4,501
                    
                    
                    $
                    8,506Production
      receivable
                    
                    
                    86
                    
                    
                    
                    220Due
      from affiliates (Note 6)
                    
                    
                    -
                    
                    
                    
                    497Other
      current assets
                    
                    
                    163
                    
                    
                    
                    189Total
      current assets
                    
                    
                    4,750
                    
                    
                    
                    9,412Salvage
      fund
                    
                    
                    1,188
                    
                    
                    
                    1,165Oil
      and gas properties:Unproved
      properties
                    
                    
                    3,166
                    
                    
                    
                    3,738Proved
      properties
                    
                    
                    19,317
                    
                    
                    
                    15,444Less:
      accumulated depletion and amortization
                    
                    
                    (14,048
                    )
                    
                    
                    (13,108
                    )Total
      oil and gas properties, net
                    
                    
                    8,435
                    
                    
                    
                    6,074Total
      assets
                    
                    $
                    14,373
                    
                    
                    $
                    16,651LIABILITIES
      AND MEMBERS' CAPITALCurrent
      liabilities:Due
      to operators
                    
                    $
                    289
                    
                    
                    $
                    1,184Accrued
      expenses payable
                    
                    
                    68
                    
                    
                    
                    80Total
      current liabilities
                    
                    
                    357
                    
                    
                    
                    1,264Asset
      retirement obligations
                    
                    
                    523
                    
                    
                    
                    417Total
      liabilities
                    
                    
                    880
                    
                    
                    
                    1,681Commitments
      and contingencies (Note 8)Members'
      capital:Manager:Distributions
                    
                    
                    (1,927
                    )
                    
                    
                    (1,651
                    )Retained
      earnings
                    
                    
                    1,316
                    
                    
                    
                    1,152Manager's
      total
                    
                    
                    (611
                    )
                    
                    
                    (499
                    )Shareholders:Capital
      contributions (670 shares authorized;  350.1081
                      issued
      and outstanding)
                    
                    
                    51,401
                    
                    
                    
                    51,401Syndication
      costs
                    
                    
                    (5,502
                    )
                    
                    
                    (5,502
                    )Distributions
                    
                    
                    (10,921
                    )
                    
                    
                    (9,356
                    )Accumulated
      deficit
                    
                    
                    (20,874
                    )
                    
                    
                    (21,074
                    )Shareholders'
      total
                    
                    
                    14,104
                    
                    
                    
                    15,469Total
      members' capital
                    
                    
                    13,493
                    
                    
                    
                    14,970Total
      liabilities and members' capital
                    
                    $
                    14,373
                    
                    
                    $
                    16,651The
      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 September 30,
              
              
              Nine
      months ended September 30,2008
              
              
              2007
              
              
              2008
              
              
              2007RevenueOil
      and gas revenue
              
              $
              685
              
              
              $
              366
              
              
              $
              2,144
              
              
              $
              1,653ExpensesDepletion
      and amortization
              
              
              269
              
              
              
              213
              
              
              
              940
              
              
              
              464Dry-hole
      costs
              
              
              (23
              )
              
              
              292
              
              
              
              (45
              )
              
              
              300Impairment
      of proved property
              
              
              -
              
              
              
              1,961
              
              
              
              -
              
              
              
              1,961Casualty
      (gain) loss
              
              
              -
              
              
              
              (111
              )
              
              
              -
              
              
              
              1,023Operating
      expenses
              
              
              122
              
              
              
              65
              
              
              
              757
              
              
              
              353Management
      fees to affiliate (Note 6)
              
              
              -
              
              
              
              151
              
              
              
              -
              
              
              
              613General
      and administrative expenses
              
              
              75
              
              
              
              82
              
              
              
              282
              
              
              
              339Total
      expenses
              
              
              443
              
              
              
              2,653
              
              
              
              1,934
              
              
              
              5,053Income
      (loss) from operations
              
              
              242
              
              
              
              (2,287
              )
              
              
              210
              
              
              
              (3,400
              )Other
      incomeInterest
      income
              
              
              33
              
              
              
              119
              
              
              
              154
              
              
              
              401Net
      income (loss)
              
              $
              275
              
              
              $
              (2,168
              )
              
              $
              364
              
              
              $
              (2,999
              )Manager
      interestNet
      income (loss)
              
              $
              71
              
              
              $
              (31
              )
              
              $
              164
              
              
              $
              24Shareholder
      interestNet
      income (loss)
              
              $
              204
              
              
              $
              (2,137
              )
              
              $
              200
              
              
              $
              (3,023
              )Net
      income (loss) per share
              
              $
              582
              
              
              $
              (6,104
              )
              
              $
              571
              
              
              $
              (8,634
              )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)Nine
      months ended September 30,2008
                
                
                2007Cash
      flows from operating activitiesNet
      income (loss)
                
                $
                364
                
                
                $
                (2,999
                )Adjustments
      to reconcile net income (loss) to net cash
                  provided
      by operating activities:Depletion
      and amortization
                
                
                940
                
                
                
                464Dry-hole
      costs
                
                
                (45
                )
                
                
                300Impairment
      of proved property
                
                
                -
                
                
                
                1,961Accretion
      expense
                
                
                9
                
                
                
                13Casualty
      loss on oil and gas properties
                
                
                -
                
                
                
                1,023Changes
      in assets and liabilities:Decrease
      in production receivable
                
                
                134
                
                
                
                23Decrease
      in due from affiliate
                
                
                6
                
                
                
                -(Increase)
      decrease in other current assets
                
                
                (86
                )
                
                
                166Increase
      (decrease) in due to operators
                
                
                33
                
                
                
                (18
                )Decrease
      in accrued expenses payable
                
                
                (12
                )
                
                
                (71
                )Net
      cash provided by operating activities
                
                
                1,343
                
                
                
                862Cash
      flows from investing activitiesCapital
      expenditures for oil and gas properties
                
                
                (3,975
                )
                
                
                (5,189
                )Proceeds
      from insurance recovery
                
                
                491
                
                
                
                -Interest
      reinvested in salvage fund
                
                
                (23
                )
                
                
                (39
                )Net
      cash used in investing activities
                
                
                (3,507
                )
                
                
                (5,228
                )Cash
      flows from financing activitiesDistributions
      paid
                
                
                (1,841
                )
                
                
                (1,159
                )Net
      cash used in financing activities
                
                
                (1,841
                )
                
                
                (1,159
                )Net
      decrease in cash and cash equivalents
                
                
                (4,005
                )
                
                
                (5,525
                )Cash
      and cash equivalents, beginning of period
                
                
                8,506
                
                
                
                13,215Cash
      and cash equivalents, end of period
                
                $
                4,501
                
                
                $
                7,690The
      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 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 gas properties located in the
United States offshore waters of Texas, Louisiana, and Alabama in the Gulf of
Mexico.





The
Manager performs, or arranges for the performance of, the management 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
(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 annual financial
statements and the notes thereto for the year ended December 31, 2007 included
in the Fund’s Annual Report on Form 10-K filed with the Securities and Exchange
Commission (the “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 revenues and expenses
during the reporting period. On an ongoing basis, the Manager reviews its
estimates, including those related to amounts advanced to and billed by
operators, determination of proved reserves, impairments and asset retirement
obligations.  Actual results may differ from those estimates.





Cash
and Cash Equivalents


All
highly liquid investments with maturities when purchased of three months or less
are considered cash and cash equivalents. At times, bank deposits may be in
excess of federally insured limits.  At September 30, 2008 and
December 31, 2007, bank balances, inclusive of the salvage fund, exceeded
federally insured limits by $4.4 million and $5.3 million, respectively. At
September 30, 2008, $2.4 million of the Fund’s uninsured balances were invested
in money market accounts that invest solely in U.S. Treasury bills and
notes.  The Fund maintains bank deposits with accredited financial
institutions.  Effective October 3, 2008 through December 31, 2009,
federally insured limits have been increased from $0.1 million to $0.25
million.





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.  At September 30, 2008 and December 31, 2007, the Fund
had held-to-maturity investments within its salvage fund totaling $1.1
million.  Held-to-maturity securities are those investments 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.  The held-to-maturity investment held
within the salvage fund at September 30, 2008 matures in February
2012.





6
 Table of Contents




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





Oil
and Gas Properties


Investments
in oil and 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 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
crude 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
September 30, 2008, amounts recorded in due to operators totaling $0.2 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 may require it
to make a payment to the seller for the Fund’s right, 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
transferred 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 recorded.  Plug and abandonment costs associated with
unsuccessful projects are expensed as dry-hole costs.  The table below
presents changes in the asset retirement obligations for the nine months ended
September 30, 2008 and the year ended December 31, 2007.





September
      30, 2008
                          
                          
                          December
      31, 2007(in
      thousands)Balance
      - Beginning of period
                          
                          $
                          417
                          
                          
                          $
                          349Liabilities
      incurred
                          
                          
                          97
                          
                          
                          
                          50Liabilities
      settled
                          
                          
                          -
                          
                          
                          
                          -Accretion
      expense
                          
                          
                          9
                          
                          
                          
                          18Balance
      - End of period
                          
                          $
                          523
                          
                          
                          $
                          417


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 associated with offering the Fund’s shares including
professional fees, selling expenses and administrative costs payable to the
Manager, an affiliate of the Manager and 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 production is sold to a purchaser at a
fixed or determinable price, when delivery has occurred and title has
transferred, and if collectibility of the revenue is
probable.





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





Impairment
of Long-Lived Assets


In
accordance with the provisions of the Statement of Financial Accounting
Standards (“SFAS”) No. 144, “Accounting for the Impairment of Long-Lived
Assets”, long-lived assets, such as oil and 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 or the
estimated fair value of the asset.





At
September 30, 2007, the Fund recorded an impairment loss of $2.0 million related
to the Eugene Island 337 lease block based upon futures pricing on the date of
the calculation.  When the well began producing in November 2007, the
production flow rate was lower than originally expected, and as such, internal
engineering estimates of the proved reserves were prepared.  An
analysis of such estimates, utilizing sales prices in effect as of the date of
the reserve calculation, resulted in impairment in accordance with SFAS No.
144.  There were no impairments recorded during the three and nine
months ended September 30, 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 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.





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





3.
            Recent
      Accounting Standards





In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally Accepted Accounting Principles,” (“SFAS No.162”),
which identifies the sources of accounting principles and the framework for
selecting the principles used in the preparation of financial statements that
are presented in conformity with GAAP.  SFAS No. 162 will be effective
sixty days following the Securities and Exchange Commission’s approval of the
Public Company Accounting Oversight Board amendments to AU Section
411.  The Fund does not expect the adoption of SFAS No. 162 will have
a material impact on its financial condition or results of
operation.





8
 Table of Contents




In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” (“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.  SFAS No. 157 had originally been effective for
financial statements issued for fiscal years beginning after November 15, 2007,
however the FASB has agreed on a one year deferral for all non-financial assets
and liabilities.   On January 1, 2008, the Fund adopted SFAS No.
157 for financial assets and liabilities.





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 accessing the reserves.





At
September 30, 2008, the Fund had two properties, Vermilion 344 and South Marsh
Island 111, with capitalized expenditures in excess of one year.  Both
projects have been determined to be successful, and production facilities are
being completed, with production expected during the fourth quarter of 2008.
Capitalized exploratory well costs related to Vermillion 344 at September 30,
2008 and December 31, 2007 were $1.8 million and $0.9 million,
respectively.  Capitalized exploratory well costs related to South
Marsh Island 111 at September 30, 2008 and December 31, 2007 were $1.4 million
and $0.9 million, respectively.  The following table reflects the net
changes in unproved properties for the nine months ended September 30, 2008 and
for the year ended December 31, 2007.





September
      30, 2008
                  
                  
                  December
      31, 2007(in
      thousands)Balance,
      beginning of the period
                  
                  $
                  3,738
                  
                  
                  $
                  3,670Additions
      to capitalized exploratory well costs pending the
                    determination
      of proved reserves
                  
                  
                  2,695
                  
                  
                  
                  5,873Reclassification
      to proved properties based on the
                    determination
      of proved reserves
                  
                  
                  (3,267
                  )
                  
                  
                  (5,805
                  )Capitalized
      exploratory well costs charged to dry-hole costs
                  
                  
                  -
                  
                  
                  
                  -Balance,
      end of the period
                  
                  $
                  3,166
                  
                  
                  $
                  3,738






Capitalized
exploratory well costs are expensed as dry-hole costs in the event that reserves
are not found or are not in sufficient quantities to complete the well and
develop the field.  During the three and nine months ended September
30, 2008 and the nine months ended September 30, 2007, the Fund received credits
on certain wells from their respective operators based upon reviews and audits
of the wells’ costs by working interest owners. Dry-hole costs, inclusive of
credits, are detailed in the table below.






Three
      months ended September 30,
                  
                  
                  Nine
      months ended September 30,Lease
      Block
                  
                  2008
                  
                  
                  2007
                  
                  
                  2008
                  
                  
                  2007(in
      thousands)Ship
      Shoal 81
                  
                  $
                  (3
                  )
                  
                  $
                  225
                  
                  
                  $
                  8
                  
                  
                  $
                  225East
      Breaks 157
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1
                  
                  
                  
                  8Main
      Pass 155
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (11
                  )East
      Cameron 48
                  
                  
                  (20
                  )
                  
                  
                  -
                  
                  
                  
                  (51
                  )
                  
                  
                  -West
      Cameron 78/95
                  
                  
                  -
                  
                  
                  
                  67
                  
                  
                  
                  (3
                  )
                  
                  
                  78$
                  (23
                  )
                  
                  $
                  292
                  
                  
                  $
                  (45
                  )
                  
                  $
                  300




5.
            Distributions





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





9
 Table of Contents




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





Available
cash from dispositions, as defined in the Fund's LLC Agreement, is 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.





Distributions
to the Fund’s shareholders during the nine months ended September 30, 2008 and
2007 were $1.6 million and $1.0 million, respectively. Distributions to the
Manager during the nine months ended September 30, 2008 and 2007 were $0.3
million and $0.2 million, respectively.





6.
            Related
      Parties





The
Fund’s LLC Agreement provides that the Manager render management, administrative
and advisory services, for which the Manager is entitled to receive a management
fee.  Effective September 1, 2006, the Manager changed its policy
regarding the annual management fee whereby the management fee was equal to 2.5%
of the total shareholder capital contributions, net of cumulative dry-hole and
related well costs incurred by the Fund.  Beginning on September 1,
2007 and continuing for the remaining life of the Fund, the Manager elected to
waive its management fee.  Management fees of $0.2 million and $0.6
million were incurred for the three and nine months ended September 30,
2007.  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 totaled $20 thousand and $60 thousand for the
three and nine months ended September 30, 2008, respectively, which were
included in general and administrative expenses.





From time
to time, short-term payables and receivables, which do not bear interest, arise
from transactions with affiliates in the ordinary course of
business.  At September 30, 2008 there were no such amounts
outstanding.  At December 31, 2007, $0.5 million was due from the
Manager, related to insurance proceeds and revenue allocations.





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 gas projects with other entities that are likewise managed by the
Manager.





7.
            Fair
      Value of Financial Instruments and
Measurements





As of
September 30, 2008 and December 31, 2007, the carrying value of cash and cash
equivalents, salvage fund, production receivable and accrued expenses
approximated fair value.





8.
            Commitments
      and Contingencies





Capital
Commitments


The Fund
has entered into multiple offshore operating agreements for the drilling and
development of its investment properties. The estimated capital expenditures
associated with these agreements vary depending on the stage of development on a
property-by-property basis. As of September 30, 2008, the Fund had committed to
spend an additional $2.2 million related to its investment
properties.





Environmental
Considerations


The
exploration for and development of oil and gas involves the extraction,
production and transportation of materials which, under certain conditions, can
be hazardous or cause environmental pollution problems. 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 gas
industry.  However, due to the significant public and governmental
interest in environmental matters related to those activities, the Manager
cannot predict the effects of possible future legislation, rule changes, or
governmental or private claims.  At September 30, 2008 and December
31, 2007, there were no known environmental contingencies that required the Fund
to record a liability.





10
 Table of Contents




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 which 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 Manager’s investment programs.  Claims made by
other such programs can reduce or eliminate insurance for the Fund.





During
the second quarter 2007, the Fund reduced its estimated recoveries and insurance
receivable related to a claim for insured damages by $1.1 million to $1.4
million.  The Fund reached a final settlement with its insurance
carrier in the amount of $1.5 million in connection with this
claim.  Accordingly, the Fund recorded a casualty gain of $0.1 million
for the three months ended September 30, 2007 and a casualty loss of $1.0
million for the nine months ended September 30, 2007.








11
 Table of Contents





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





Cautionary
Statement Regarding Forward-Looking Statements





Certain
statements in this quarterly report on Form 10-Q (“Quarterly Report”) and
the documents Ridgewood Energy 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” within the meaning of the Private Securities Litigation Reform Act
of 1995, Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”) and Section 21E of the Securities Exchange Act of 1934
(the “Exchange Act”). These forward-looking statements generally are identified
by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “plan,” “target,” “pursue,” “may,” “will,” “would,” “will be,” “will
continue,” “will likely result,” and similar expressions. Forward-looking
statements are based on current expectations and assumptions that are subject to
risks and uncertainties which may cause actual results to differ materially from
the forward-looking statements.  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 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.





Critical
Accounting Policies and Estimates





The
following discussion and analysis of the Fund’s financial condition and
operating results is based on the Fund’s 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 expenses during the
reporting period. Actual results may differ from those estimates and
assumptions.  See “Notes to Unaudited Condensed Financial Statements”
in Part I of this Quarterly Report 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 2007 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 primarily in oil and gas projects located in the U.S. waters of 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 and control of Fund
operations. The Fund’s primary investment objective is to generate cash
flow for distribution to the Fund’s shareholders through participation in oil
and gas exploration and development projects in the Gulf of Mexico.





The
Manager performs certain duties on the Fund’s behalf including the evaluation of
potential projects for investment and ongoing management, administrative and
advisory services associated with these projects.  For these services,
the Manager has received an annual management fee.  As of
September 1, 2007, the Manager elected to waive its management fee for the
remaining life of the Fund. 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 (the “Operators”)
for the management of all exploration, development and producing operations, as
appropriate.  The Manager also participates in
distributions.





Business
Update





The Fund
owns working interests and has participated in the drilling of fifteen
projects.  Completion efforts are ongoing for three projects and five
projects are currently producing.  Six projects have been determined
to be dry-holes and one project has been fully depleted.





12
 Table of Contents




Recent
hurricane activity in the Gulf of Mexico has not caused material damage to any
of the Fund’s wells or facilities.  However, damage to certain
pipelines, coastal refineries and gas processing plants have caused certain
wells to be shut-down for several weeks or months.  Accordingly,
several of the Fund’s producing properties generated little or no revenue during
the month of September and one of the Fund’s wells will be offline for a period
of several months.  The reserves associated with these properties
remain intact and the value of the properties is recoverable, however, the delay
in production and revenue will result in the delay in the payment of
distributions related to certain properties.





Successful
Properties





Emerald
Project


In March
2008, the Fund acquired a 2.5% working interest in the Emerald project,
from LLOG Exploration Offshore, Inc. (“LLOG”), the operator.  The
Emerald project was determined to be a commercial success in May 2008 and has
been completed.  The Operator is currently constructing facilities and
related infrastructure and production is expected during the first quarter
2009.  Through September 30, 2008, the Fund has spent $1.3 million
related to this property, for which the total estimated budget is $2.5 million,
which includes the drilling of two additional wells.





LLOG
Projects


In
October 2006, the Fund acquired a 7.5% working interest in each of six
exploratory wells to be drilled by LLOG, the operator 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 and completion efforts are ongoing for two wells.  The
total budget for these projects is approximately $6.7 million, of which $5.7
million has been spent at September 30, 2008.






South
      Marsh Island 111
                        Discovery
      July 2007; Production expected December 2008Vermilion
      344
                        Discovery
      January 2007; Production expected November 2008West
      Delta 68
                        Discovery
      March 2007; Production commenced July 2008; shut-in for approximately
      three weeks during September 2008 due to hurricane
  activityWest
      Delta 67
                        Discovery
      November 2007; Production commenced July 2008; shut-in for approximately
      three weeks during September 2008 due to hurricane
  activity





Main
Pass 275


In late
2006, the Fund acquired a 10% working interest in the Main Pass 275 project from
Newfield, Inc. (“Newfield”), the operator.  In August 2007, Newfield
sold its interest in this property to McMoRan Exploration Co. (“McMoRan”), the
operator.  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.  Due to
hurricane activity, this well did not produce for approximately three weeks
during late-August 2008 and early-September 2008.  Production resumed
for Main Pass 275 in mid-September 2008.  The total cost of this
property was $1.9 million.





Eugene
Island 337


In 2006,
the Fund acquired a 13.33% ownership in Eugene Island 337 from Devon Energy
Corporation (“Devon”), the operator.  The property was determined to
be a commercial success in July 2006 and production commenced in November
2007.  The total cost of this property was $4.1 million, of which
impairment costs totaling $3.3 million were recorded during the year ended
December 31, 2007.  No impairments were taken on this well during the
three and nine months ended September 30, 2008.





13
 Table of Contents




As
indicated above in the business update, none of the Fund’s wells, including the
Eugene Island 337 well, were materially damaged as a result of recent hurricane
activity in the Gulf of Mexico.  However, the pipeline utilized to
transport Eugene Island 337’s oil and gas production has suffered damage thereby
shutting down production for this well.  As a result, Eugene Island
337 will be been shut-in until the pipeline repairs are completed by its
owner.  There is no cost to the Fund related to these repair
activities, however, this well will not produce oil and gas or earn revenue
during this period.  The Eugene Island 337 well is currently expected
to resume production during the first quarter 2009.





South
Timbalier 77


In 2004,
the Fund acquired a 20% working interest in the South Timbalier 77 project from
Millennium Offshore Group (“MOGI”), the operator.  MOGI sold its
interest to ATP Oil and Gas Corporation (“ATP”), the operator.  The
property was shut-in during 2007.  During the nine months ended
September 30, 2008, ATP completed a workover, at a cost of $0.3 million, and
South Timbalier 77 resumed production in February 2008.  As of
September 30, 2008 total unamortized costs related to South Timbalier
77 were $0.2 million, which the Fund anticipates to recover based upon
current reserve estimates and prevailing market prices.





Results
of Operations





The
following review of operations for the three and nine months ended September 30,
2008 and 2007 should be read in conjunction with the Fund’s financial statements
and the notes thereto.





Three
      months ended
                
                
                Nine
      months endedSeptember
      30,
                
                
                September
      30,2008
                
                
                2007
                
                
                2008
                
                
                2007(in
      thousands)RevenueOil
      and gas revenue
                
                $
                685
                
                
                $
                366
                
                
                $
                2,144
                
                
                $
                1,653ExpensesDepletion
      and amortization
                
                
                269
                
                
                
                213
                
                
                
                940
                
                
                
                464Dry-hole
      costs
                
                
                (23
                )
                
                
                292
                
                
                
                (45
                )
                
                
                300Impairment
      of proved property
                
                
                -
                
                
                
                1,961
                
                
                
                -
                
                
                
                1,961Casualty
      (gain) loss
                
                
                -
                
                
                
                (111
                )
                
                
                -
                
                
                
                1,023Operating
      expenses
                
                
                122
                
                
                
                65
                
                
                
                757
                
                
                
                353Management
      fees to affiliate
                
                
                -
                
                
                
                151
                
                
                
                -
                
                
                
                613General
      and administrative expenses
                
                
                75
                
                
                
                82
                
                
                
                282
                
                
                
                339Total
      expenses
                
                
                443
                
                
                
                2,653
                
                
                
                1,934
                
                
                
                5,053Income
      (loss) from operations
                
                
                242
                
                
                
                (2,287
                )
                
                
                210
                
                
                
                (3,400
                )Other
      incomeInterest
      income
                
                
                33
                
                
                
                119
                
                
                
                154
                
                
                
                401Net
      income (loss)
                
                $
                275
                
                
                $
                (2,168
                )
                
                $
                364
                
                
                $
                (2,999
                )






As
previously discussed in “Business Update”, hurricane activity in the third
quarter of 2008 did not cause material damage to any of the Fund’s wells or
facilities, however, damage to certain pipelines, coastal refineries and gas
processing plants have caused certain wells to be shut-down for several weeks or
months.  Accordingly, revenues and depletion and amortization were
impacted in late-August 2008 and September 2008 and will continue to be affected
during these periods of shut-down.





Oil and Gas
Revenue.During the nine months
ended September 30, 2008, the Fund had five producing wells, South Timbalier 77,
Main Pass 275, Eugene Island 337 and West Delta 67/68 which came onto production
in August 2005, April 2007, November 2007 and July 2008,
respectively.





14
 Table of Contents




Oil and
gas revenue for the three months ended September 30, 2008 was $0.7 million, a
$0.3 million increase from the three months ended September 30,
2007.   The increase is attributable to an increase in production
and sales volumes totaling $0.2 million and the impact of increased average
prices totaling $0.1 million.





The
Fund’s wells produced 3 thousand barrels of oil during the three months ended
September 30, 2008 compared to 1 thousand barrels of oil during the three months
ended September 30, 2007.  The Fund’s oil prices averaged $118 per
barrel and $76 per barrel during the three months ended September 30, 2008 and
2007, respectively.





Gas
production during the three months ended September 30, 2008 was 33 thousand mcf
compared to 25 thousand mcf, during the three months ended September 30,
2007.  The Fund’s gas prices averaged $10.08 per mcf and $6.30 per mcf
during the three months ended September 30, 2008 and 2007,
respectively.





Oil and
gas revenue for the nine months ended September 30, 2008 was $2.1 million, a
$0.5 million increase from the nine months ended September 30,
2007.   The increase is attributable to the impact of increased
average prices totaling $0.6 million, partially offset by a decrease in
production and sales volumes totaling $0.1 million.





The
Fund’s wells produced 7 thousand barrels of oil during the nine months ended
September 30, 2008 compared to 10 thousand barrels during the nine months ended
September 30, 2007. The Fund’s oil prices averaged $113 per barrel and $63 per
barrel during the nine months ended September 30, 2008 and 2007,
respectively.





Gas
production during the nine months ended September 30, 2008 was 122 thousand mcf
compared to 114 thousand mcf, during the nine months ended September 30,
2007.    The Fund’s gas prices, inclusive of processing
revenues, averaged $10.00 per mcf and $7.68 per mcf during the nine months ended
September 30, 2008 and 2007, respectively.





The
increase in sales volumes for the three months ended September 30, 2008 was
attributable primarily to the onset of production of Eugene Island 337,
West Delta 68 and West Delta 67, partially offset by hurricane-related decreased
production at Main Pass 275.  The decrease in volumes for the nine
months ended September 30, 2008 was attributable primarily to a drop-off in
production of South Timbalier 77, which is nearing the end of its production
life and is expected to be fully depleted by the end of 2008 as well as
decreased volumes resulting from the hurricane shut-in of the Fund’s newer wells
Main Pass 275, Eugene Island 337, West Delta 68 and West Delta
67.  See “Business Update” for additional discussion.





Depletion and
Amortization.  For the three months ended September 30, 2008
and 2007, depletion and amortization was $0.3 million and $0.2 million,
respectively.  The increase is due to the onset of production of West
Delta 68 and West Delta 67 wells during the third quarter of 2008, partially
offset by a hurricane-related decrease in production of the Main Pass 275
well.  For the nine months ended September 30, 2008 and 2007 depletion
and amortization was $0.9 million and $0.5 million, respectively. The increase
is due to the onset of production for Main Pass 275, Eugene Island 337 and West
Delta 67/68 in April 2007, November 2007 and July 2008, respectively, partially
offset by a decline in production for the South Timbalier 77 well.





Dry-hole
Costs.  Dry-hole costs are those costs incurred to drill and
develop a well that is ultimately found to be incapable of producing oil or gas
in sufficient quantities to justify completion of the well.  During
the three and nine months ended September 30, 2008 and the nine months ended
September 30, 2007, certain wells received credits from their respective
operators upon review and audits of the wells’ costs.  The following
table summarizes dry-hole costs, inclusive of credits.





15
 Table of Contents


Three
      months ended September 30,
                                
                                
                                Nine
      months ended September 30,Lease
      Block
                                
                                2008
                                
                                
                                2007
                                
                                
                                2008
                                
                                
                                2007(in
      thousands)Ship
      Shoal 81
                                
                                $
                                (3
                                )
                                
                                $
                                225
                                
                                
                                $
                                8
                                
                                
                                $
                                225East
      Breaks 157
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                1
                                
                                
                                
                                8Main
      Pass 155
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (11
                                )East
      Cameron 48
                                
                                
                                (20
                                )
                                
                                
                                -
                                
                                
                                
                                (51
                                )
                                
                                
                                -West
      Cameron 78/95
                                
                                
                                -
                                
                                
                                
                                67
                                
                                
                                
                                (3
                                )
                                
                                
                                78$
                                (23
                                )
                                
                                $
                                292
                                
                                
                                $
                                (45
                                )
                                
                                $
                                300




Impairment of
Proved Property.During
the three and nine months ended September 30, 2007, the Fund recorded an
impairment loss of $2.0 million related to the Eugene Island 337 lease
block.  When the Eugene Island 337 began producing in November 2007,
the production flow rate was lower than originally expected, and as such,
internal engineering estimates of the proved reserves were
prepared.  An analysis of such estimates, utilizing sales prices in
effect as of the date of the reserve calculation, resulted in impairment in
accordance with the provisions of the Statement of Financial Accounting
Standards No. 144, “Accounting for the Impairment of Long-Lived
Assets”.  There were no impairments recorded during the three and nine
months ended September 30, 2008.





Casualty(Gain)Loss. During the second quarter 2007, the Fund reduced its estimated
recoveries and insurance receivable related to a claim for insured damages by
$1.1 million to $1.4 million.  The Fund reached a final settlement
with its insurance carrier in the amount of $1.5 million in connection with this
claim.  Accordingly, the Fund recorded a casualty gain of $0.1 million
in the three months ended September 30, 2007 and a casualty loss of $1.0 million
in the nine months ended September 30, 2007.





Operating
Expenses.  Operating expenses represent the costs of operating
and maintaining wells and related facilities, geological costs and accretion
expense related to asset retirement obligations, as detailed in the schedule
below.





Three
      months ended September 30,
                
                
                Nine
      months ended September 30,2008
                
                
                2007
                
                
                2008
                
                
                2007(in
      thousands)Lease
      operating expenses
                
                $
                120
                
                
                $
                28
                
                
                $
                377
                
                
                $
                289Workover
      expenses
                
                
                -
                
                
                
                30
                
                
                
                340
                
                
                
                33Geological
      costs
                
                
                -
                
                
                
                3
                
                
                
                31
                
                
                
                18Accretion
                
                
                2
                
                
                
                4
                
                
                
                9
                
                
                
                13$
                122
                
                
                $
                65
                
                
                $
                757
                
                
                $
                353




Lease
operating expenses for the three and nine months ended September 30, 2008 were
primarily related to expenditures for the South Timbalier 77 and Main Pass 275
wells and the onset of production of the Eugene Island 337, West Delta 68 and
West Delta 67 wells.  Lease operating expenses for the three and nine
months ended September 30, 2007 were related to the South Timbalier 77 well and
the onset of production of the Main Pass 275 well.  Workover expenses
during the nine months ended September 30, 2008 and the three and nine months
ended September 30, 2007 were attributable to the South Timbalier 77
well.  Geological costs for the nine months ended September 30, 2008
related primarily to the Emerald Project.  Geological costs for the
three months ended September 30, 2007 related to the West Delta 67 and South
Marsh Island 111 wells and for the nine months ended September 30, 2007 related
to South Marsh Island 111, Ship Shoal 81, West Delta 68 and West Delta 67
wells.





Management
Fees
to Affiliate.Management fees
for the three and nine months ended September 30, 2007 were $0.2 million and
$0.6 million, respectively.  Beginning on September 1, 2007 and
continuing for the remaining life of the Fund, the Manager elected to waive its
management fee.





16
 Table of Contents




General
and Administrative Expenses.General and administrative expenses
represent costs specifically identifiable or allocable to the Fund as detailed
in the schedule below.





Three
      months ended September 30,
                    
                    
                    Nine
      months ended September 30,2008
                    
                    
                    2007
                    
                    
                    2008
                    
                    
                    2007(in
      thousands)Accounting
      fees
                    
                    $
                    30
                    
                    
                    $
                    37
                    
                    
                    $
                    113
                    
                    
                    $
                    135Insurance
                    
                    
                    23
                    
                    
                    
                    42
                    
                    
                    
                    102
                    
                    
                    
                    199Management
      reimbursement and other
                    
                    
                    22
                    
                    
                    
                    3
                    
                    
                    
                    67
                    
                    
                    
                    5$
                    75
                    
                    
                    $
                    82
                    
                    
                    $
                    282
                    
                    
                    $
                    339






Accounting
fees represent annual audit and tax preparation fees, quarterly reviews and
filing fees of the Fund.  Insurance expense represents premiums
related to producing well and well control insurance, which varies dependent
upon the number of wells producing and/or drilling and directors and officer’s
liability policy, which is allocated by the Manager to the Fund based on capital
raised by the Fund to total capital raised by all oil and gas funds managed by
the Manager.  Management reimbursement and other expenses for the
three and nine months ended September 30, 2008 and 2007, relate to reimbursement
to the Manager by the Fund for various administrative costs incurred by the
Manager on the Funds behalf, in addition to trust fees.





Interest
Income.  Interest income is comprised of interest earned on
cash and investments.  For the three months ended September 30, 2008
interest income was $33 thousand, an $86 thousand decrease from $119 thousand
for the three months ended September 30, 2007.  Interest income for
the nine months ended September 30, 2008 was $0.2 million, a $0.2 million
decrease from $0.4 million for the nine months ended September 30,
2007.  The decreases are attributable to a reduction in average
outstanding balances earning interest due to ongoing capital expenditures during
the period, coupled with a reduction in interest rates.





Capital
Resources and Liquidity





Operating
Cash Flows


Cash
flows provided by operating activities for the nine months ended September 30,
2008 were $1.3 million, primarily related to revenue receipts of $2.3 million
coupled with interest received of $0.2 million.  These cash receipts
were partially offset by operating expenses of $0.8 million, general and
administrative expenses of $0.3 million and prepaid royalties of $0.1
million.





Cash
flows provided by operating activities for the nine months ended September 30,
2007 were $0.9 million, primarily related to revenue receipts of $1.7 million,
interest received of $0.4 million, and favorable working capital of $0.1
million, partially offset by management fees of $0.6 million, operating expenses
of $0.4 million, and general and administrative expenses of $0.3
million.





Investing
Cash Flows


Cash
flows used in investing activities for the nine months ended September 30, 2008
were $3.5 million primarily related to capital expenditures for oil and gas
properties of $4.0 million, partially offset by the receipt of insurance
proceeds of $0.5 million.  Additionally, the Fund increased its
salvage fund investments by $23 thousand, which consisted of interest earned on
this account.





Cash
flows used in investing activities for the nine months ended September 30, 2007
were $5.2 million primarily related to capital expenditures for oil and gas
properties.  Additionally, the Fund increased its salvage fund
investments by $39 thousand, which consisted of interest earned on this
account.





Financing
Cash Flows


Cash
flows used in financing activities for the nine months ended September 30, 2008
were $1.8 million related to distributions paid to the Manager and
shareholders.





17
 Table of Contents




Cash
flows used in financing activities for the nine months ended September 30, 2007
were $1.2 million related to distributions paid to the Manager and
shareholders.





Estimated
Capital Expenditures





The Fund
has entered into multiple offshore operating agreements for the drilling and
development of its investment properties.  The estimated capital
expenditures associated with these agreements can vary depending on the stage of
development on a property-by-property basis.  As of September 30,
2008, the Fund had commitments related to participation agreements totaling $2.2
million for its investment properties.





When the
Manager makes a decision for participation in a particular project, it assumes
that the well will be successful and allocates enough capital to budget for the
completion of that well and the additional development wells 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.





Liquidity
Needs





The
Fund’s primary short-term liquidity needs are to fund its operations including
capital expenditures with 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 Fund operations.





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





Off-Balance
Sheet Arrangements





The Fund
had no off-balance sheet arrangements as of September 30, 2008 and December 31,
2007 and does not anticipate the use of such arrangements in the
future.





Contractual
Obligations





The Fund
enters into operating agreements with operators.  On behalf of the Fund, an
operator enters into various contractual commitments pertaining to exploration,
development and production activities.  The Fund does not discuss or
negotiate any such contracts. No contractual obligations exist at September 30,
2008 and December 31, 2007 other than those discussed in “Estimated Capital
Expenditures” above.





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, our Chief
Executive Officer and Chief Financial Officer concluded that the Fund’s
disclosure controls and procedures were effective as of September 30,
2008.




There has
been no change in the Fund’s internal control over financial reporting that
occurred during the three months ended September 30, 2008 that has materially
affected, or is reasonably likely to materially affect, the Fund’s internal
control over financial reporting.




18
 Table of Contents





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. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY
HOLDERS





None.





ITEM 5. OTHER INFORMATION





None.





ITEM 6. EXHIBITS







EXHIBITNUMBER
              
              TITLE OF
      EXHIBIT10.1
              
              Participation
      Agreement between LLOG Exploration Offshore, Inc. and Ridgewood Energy
      Corporation as Manager for Emerald Project (previously
    filed).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 Fund and Kathleen P. McSherry, Chief Financial
      Officer of the Fund.




19
 Table of Contents




SIGNATURES







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





Dated:
                November
      7, 2008
                
                
                
                RIDGEWOOD
      ENERGY L FUND, LLCBy:
                /s/
                
                ROBERT
      E. SWANSONName:
                
                Robert
      E. SwansonTitle:
                
                President
      and Chief Executive Officer(Principal
      Executive Officer)Dated:
                November
      7, 2008By:
                /s/
                
                KATHLEEN
      P. MCSHERRYName:
                
                Kathleen
      P. McSherryTitle:
                
                Executive
      Vice President and Chief Financial Officer(Principal
      Financial and Accounting
Officer)