UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION




WASHINGTON,
D.C. 20549




FORM
10-K




x   ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d)


OF
THE SECURITIES EXCHANGE ACT OF 1934


For
the fiscal year ended December 31, 2008




or




o   TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE


SECURITIES
EXCHANGE ACT OF 1934




For
the transition period from _____ to _____




Commission
File No. 000-51268





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





Delaware
                (State
      or other jurisdiction of
                incorporation
      or organization)
              
              13-4285167
                (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)




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 if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes  o  No  x




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act.  Yes  o  No  x




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports) and (2) has been subject to such filing requirements for
the past 90 days.  Yes  x  No  o




Indicate
by check mark if the disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained herein, to the
best of the registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.   x




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 March 19, 2009 there are 535.6818 shares
outstanding.















RIDGEWOOD
ENERGY M FUND, LLC


2008
ANNUAL REPORT ON FORM 10-K


TABLE OF CONTENTS




PAGEPART
      IITEM 1
                                  BUSINESS
                                  4ITEM 1A
                                  RISK FACTORS
                                  12ITEM 1B
                                  UNRESOLVED STAFF COMMENTS
                                  12ITEM 2
                                  PROPERTIES
                                  12ITEM 3
                                  LEGAL PROCEEDINGS
                                  12ITEM 4
                                  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS
                                  12PART
      IIITEM 5
                                  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
                                    MATTERS AND ISSUER PURCHASES OF EQUITY
      SECURITIES
                                  12ITEM 6
                                  SELECTED FINANCIAL DATA
                                  12ITEM 7
                                  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                                    RESULTS OF OPERATIONS
                                  13ITEM 7A
                                  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK
                                  18ITEM 8
                                  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
                                  18ITEM 9
                                  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
                                    FINANCIAL DISCLOSURE
                                  18ITEM 9A
                                  CONTROLS AND PROCEDURES
                                  18ITEM 9B
                                  OTHER INFORMATION
                                  19PART
      IIIITEM 10
                                  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
      GOVERNANCE
                                  20ITEM 11
                                  EXECUTIVE COMPENSATION
                                  21ITEM 12
                                  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
                                    AND RELATED STOCKHOLDER MATTERS
                                  21ITEM 13
                                  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
                                    INDEPENDENCE
                                  22ITEM 14
                                  PRINCIPAL ACCOUNTING FEES AND SERVICES
                                  22PART
      IVITEM 15
                                  EXHIBITS,  FINANCIAL STATEMENT
      SCHEDULES
                                  22




2
 Table of Contents




FORWARD-LOOKING
STATEMENTS




Certain
statements in this Annual Report on Form 10-K (“Annual Report”) and the
documents Ridgewood Energy M Fund, LLC (the “Fund”) has incorporated by
reference into this Annual 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.




WHERE
YOU CAN GET MORE INFORMATION




The Fund
files annual, quarterly and current reports and certain other information with
the Securities and Exchange Commission (“SEC”). Persons may read and copy any
materials the Fund files with the SEC at the SEC’s public reference room at 100
F Street, NE, Washington D.C. 20549 on official business days during the hours
of 10 a.m. to 3 p.m. Eastern Time.  Information may be obtained from
the public reference room by calling the SEC at 1-800-SEC-0330. The SEC
maintains an internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC at http://www.sec.gov.




3
 Table of Contents




PART
I




ITEM
1.                BUSINESS




Overview




The Fund
is a Delaware limited liability company (“LLC”) formed on August 2, 2004 to
acquire interests primarily in oil and natural gas properties located in the
United States offshore waters of Texas, Louisiana, and Alabama in the Gulf of
Mexico.




The Fund
initiated its private placement offering on September 7, 2004, selling whole and
fractional shares of LLC membership interests (“Shares”) primarily at $150
thousand per whole Share. There is no public market for the Shares and one is
not likely to develop. In addition, the Shares are subject to material
restrictions on transfer and resale and cannot be transferred or resold except
in accordance with the Fund's limited liability company agreement (the “LLC
Agreement”) and applicable federal and state securities laws.  The
private placement offering was terminated on November 4, 2004. The Fund raised
$78.9 million, and after payment of $12.2 million in offering fees,
commissions and investment fees, the Fund had $66.7 million for investments and
operating expenses.   See Item 13. “Certain Relationships and
Related Transactions, and Director Independence” for additional
discussion.




Manager




Ridgewood
Energy Corporation (the “Manager”) or (“Ridgewood Energy”) was founded in 1982
by Robert E. Swanson.  The Manager has direct and exclusive control
over the management of the Fund’s operations. With respect to project
investment, the Manager locates potential projects, conducts appropriate due
diligence and negotiates and completes the transactions in which the investments
are made. This includes review of existing title documents, reserve information,
and other technical specifications regarding a project, and review and
preparation of participation agreements and other agreements relating to an
investment.




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.




The Fund
is required to pay all other expenses it may incur, including insurance
premiums, expenses of preparing and printing periodic reports for shareholders
and the SEC, commission fees, taxes, outside legal, accounting and consulting
fees, litigation expenses and other expenses. The Fund is required to reimburse
the Manager for all such Fund expenses paid on its behalf.




In
accordance with the LLC Agreement, the Manager is entitled to an annual
management fee, equal to 2.5% of the total shareholder
capital.  During 2007 the Manager revised its policy reducing the
management fee calculation and effective October 1, 2007, the Manager waived its
management fee for the remaining life of the Fund.





The
Manager is entitled to a 15% interest in cash distributions made by the
Fund.  For the year ended December 31, 2008, the Manager was paid
distributions totaling $37 thousand.




Business
Strategy




The
Fund’s primary investment objective is to generate cash for distribution to the
Fund’s shareholders through the acquisition of “working interests” in the
exploration, production and sale of oil and natural gas. 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.  A “working interest” is a
percentage of ownership in an oil and natural gas lease granting its owner the
right to explore, drill and produce oil and natural gas from projects on that
lease block.  The Fund tries to focus on projects that have
significant reserve potential and are projected to have the shortest time period
from investment to first production.  The Fund does not operate these
projects, and although it has a vote, it is not in control of the schedule
pursuant to which its projects are developed and completed.  Working
interest owners are obligated to pay a corresponding percentage of the cost of
leasing, drilling, producing and operating a well.  After royalties
are paid, the working interest also entitles its owner to share in production
revenues with other working interest owners, based on the percentage of working
interest owned.




4
 Table of Contents




By virtue
of its acquisition of working interests in various leases, the Fund invests and
participates in exploration and production of oil and natural gas projects in
leases located in the waters of the Gulf of Mexico on the Outer Continental
Shelf (“OCS”). These activities are governed by the Outer Continental Shelf
Lands Act (“OCSLA”) enacted in 1953 and administered by the Mineral Management
Services (“MMS”).  The Fund generally looks to invest in working
interests that have been proposed by larger independent oil and natural gas
companies seeking to minimize their risks by selling a portion of their interest
in the working interest.  These investments may require the Fund to
pay a disproportionate part of the drilling costs on the exploratory well of a
project than its working interest would otherwise require. This is called a
promote, which is common in the oil and natural gas exploration industry.
In addition, notwithstanding the sale of an interest to the Fund, the seller may
retain a right for some period of time to payments from sales of oil and natural
gas production from a well or project. This is called an overriding interest,
which is also common in this industry. Notwithstanding any such promote or
overriding interest, the Fund invests in projects that it believes contain
sufficient commercial quantities of oil or natural gas and which are near (i)
existing oil or natural gas gathering and processing infrastructure and (ii)
developed markets where the Fund can sell its oil or natural gas.




For
potential project investments, the Manager reviews reserve analyses provided by
the operators.  The Manager employs individuals in its Houston, Texas
office that can perform significant analysis of the operator’s
information.  However, if necessary, the Fund may retain independent
engineers to review the operator’s reserve analysis and/or conduct an
independent review.  For producing properties, the Manager engages
independent petroleum engineers to examine and provide reserve estimates on the
Fund’s behalf.




Once the
Manager determines that a particular project (i.e., working interest in a lease
block) is an appropriate investment for the Fund, the Manager enters into a
participation agreement and a joint operating agreement with the other working
interest owners in a lease.  Pursuant to the participation agreements
and operating agreements, proposals and decisions are made based on percentage
ownership approvals.




The
Manager, on behalf of the Fund, and other working interest owners retain the
right to make proposals involving certain operational matters associated with a
project.  This limits the operator’s inclination to act on its own or
against the interests of the other working interest owners of the
project.  In accordance with the Manager’s working interest, the
Manager reviews, discusses and consents to the details of the drilling plan,
monitors progress under such plan, contributes ideas to the design of and budget
for production facilities and then monitors the construction of those
facilities.  In addition, the Manager retains the right to review and
audit the operator’s financial records related to the project to ensure the
project is executed according to budget.  Once a well is in
production, the Manager continually monitors, evaluates and discusses the well
production rate with the operator.




Manager’s
Investment Committee and Investment Criteria




The
Manager maintains an investment committee, consisting of six members, which
provides operational, scientific and technical oil and gas expertise to the
Fund.  Five members of the investment committee are based out of the
Manager’s Ridgewood, New Jersey office and one member of the investment
committee is based out of the Manager’s Houston, Texas office. In considering
projects, the investment committee and other members of the investment team
evaluate each project against a list of factors that it believes will result in
the selection of those projects that have the highest probability of
success.  These factors, in no particular order, include, but are not
limited to (i) targeting projects that have or are expected to have operators
with significant resources and experience in oil and natural gas exploration;
(ii) targeting projects that have or are expected to have partners that also
have significant resources and experience in oil and natural gas exploration;
(iii) technical quality of the project including its geology, seismic profile,
locational trends, and whether the project has potential for multiple prospects;
(iv) oil or natural gas reserve potential; (v) whether and the extent to which
the operator participates as a working interest owner in the project; (vi)
economic factors, such as potential revenues from the project, the rate of
return, and estimated time to first production; (vii) risk factors associated
with exploration; (viii) existence of drilling rigs, platforms and other
infrastructure, at or nearby the project; (ix) proposed drilling schedule; (x)
terms of the proposed transaction, including contractual restrictions and
obligations and lease term; and (xi)  overall cost of the
project.




Properties




The Fund
owns working interests and has participated in the drilling of fifteen
wells.  Six wells are currently producing and completion efforts
are ongoing for one well.  The remaining eight wells have been
determined to be dry-holes or have been impaired/fully depleted.




5
 Table of Contents




Off-shore
                                                                              Location
      in
                                                                              Gulf
      of
                                                                              MexicoTarget
                                                                              Depth
                                                                            
                                                                            Total
      Spent
                                                                              through
                                                                              12/31/2008Working
      InterestLease
      Block
                                                                            
                                                                            
                                                                            OperatorSuccessful
      Projects
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            (feet)
                                                                            
                                                                            (in
      thousands)Whistler
      Project
                                                                            20.0%
                                                                            
                                                                            Helis
                                                                            
                                                                            LA
                                                                            
                                                                            4,400
                                                                            
                                                                            $                      2,676West
      Cameron 57
                                                                            12.5%
                                                                            
                                                                            Marlin
                                                                            
                                                                            LA
                                                                            
                                                                            15,500
                                                                            
                                                                            $                      4,967Eugene
      Island 337
                                                                            20.0%
                                                                            
                                                                            Devon
                                                                            
                                                                            LA
                                                                            
                                                                            16,300
                                                                            
                                                                            $                      6,077South
      Marsh Island 111
                                                                            8.75%
                                                                            
                                                                            LLOG
                                                                            
                                                                            LA
                                                                            
                                                                            18,000
                                                                            
                                                                            $                      1,882Vermilion
      344
                                                                            8.75%
                                                                            
                                                                            LLOG
                                                                            
                                                                            LA
                                                                            
                                                                            8,900
                                                                            
                                                                            $                      2,798West
      Delta 68
                                                                            8.75%
                                                                            
                                                                            LLOG
                                                                            
                                                                            LA
                                                                            
                                                                            14,000
                                                                            
                                                                            $                      1,781West
      Delta 67
                                                                            8.75%
                                                                            
                                                                            LLOG
                                                                            
                                                                            LA
                                                                            
                                                                            14,000
                                                                            
                                                                            $                      1,156Dry
      Holes/Date Determined Dry (a)South
      Marsh Island 213 (April 2008)
                                                                            5.5%
                                                                            
                                                                            El
      Paso
                                                                            
                                                                            LA
                                                                            
                                                                            16,500
                                                                            
                                                                            $                      1,688Ship
      Shoal 81 (October 2007)
                                                                            8.75%
                                                                            
                                                                            LLOG
                                                                            
                                                                            LA
                                                                            
                                                                            9,700
                                                                            
                                                                            $                         624East
      Breaks 157 (March 2006)
                                                                            18.0%
                                                                            
                                                                            Woodside
                                                                            
                                                                            TX
                                                                            
                                                                            11,700
                                                                            
                                                                            $                      4,632Eugene
      Island 357(March 2006)
                                                                            7.0%
                                                                            
                                                                            Newfield
                                                                            
                                                                            LA
                                                                            
                                                                            16,500
                                                                            
                                                                            $                      1,703Main
      Pass 155 (July 2005)
                                                                            30.0%
                                                                            
                                                                            Samson
                                                                            
                                                                            AL
                                                                            
                                                                            15,500
                                                                            
                                                                            $                      4,049Vermillion
      7/8 (January 2005)
                                                                            26.0%
                                                                            
                                                                            Apache
                                                                            
                                                                            LA
                                                                            
                                                                            17,500
                                                                            
                                                                            $                      4,069Abandoned/Fully
      DepletedWest
      Cameron 77Depleted/December
      2008
                                                                            14.54%
                                                                            
                                                                            BHP
                                                                            
                                                                            LA
                                                                            
                                                                            15,000
                                                                            
                                                                            $                      8,784Eugene
      Island 364Abandoned/December
      2007
                                                                            50.0%
                                                                            
                                                                            El
      Paso
                                                                            
                                                                            LA
                                                                            
                                                                            13,600
                                                                            
                                                                            $                    13,281
  (a)
                                          Dry-hole costs
      represent costs incurred for wells that have been drilled but do not have
      commercially productive quantities of oil and/or natural gas
      reservoirs and have been plugged and
      abandoned.




Successful
Projects




Whistler
Project


In July
2008, the Fund acquired a 20.0% working interest in the Whistler Project, an
exploratory well, which is operated by Helis Oil and Gas Company, L.L.C.
(“Helis”).  The Whistler Project was determined to be a commercial
success in November 2008 and completion efforts are ongoing.  The well
is expected to commence production during the third quarter of
2009.  Through December 31, 2008, the Fund has spent $2.7 million on
this well, for which the total estimated budget is $4.1 million.





West
Cameron 57


In 2007,
the Fund acquired a 12.5% working interest in West Cameron 57, an exploratory
well, which is operated by Marlin Coastal, L.L.C.
(“Marlin”).  Drilling began in October 2007, and the well was
determined to be a success in February 2008.  The well was completed
and production commenced in December 2008.  The total cost of this
well was $5.0 million.





Eugene Island
337


In 2006,
the Fund acquired a 20.0% working interest in Eugene Island 337, an
exploratory well, which is operated by Devon Energy Corporation
(“Devon”).  The property was determined to be a commercial success in
July 2006.  The total cost of this well was $6.1 million, of which
impairment costs totaling $0.6 million and $4.9 million were recorded during the
years ended December 31, 2008 and 2007.





The
pipeline utilized to transport Eugene Island 337 oil and natural 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 natural 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 of 2009.





6
 Table of Contents







LLOG
Projects


In
October 2006, the Fund acquired an 8.75% working interest in six exploratory
wells which are operated by LLOG Exploration Offshore, Inc. (“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
December 31, 2008, the Fund has spent $7.6 million for these wells, for which
the estimated budget is $8.2 million.  During the year ended December
31, 2008, the Fund recorded impairment expense of $1.3 million related to
Vermillion 344.




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





Dry
Holes / Impaired





South Marsh Island
213


In
February 2008, the Fund acquired a 5.5% working interest in
South Marsh Island 213, an exploratory well operated by El Paso
E&P Company, L.P. (“El Paso”), the operator.  This well began
drilling in March 2008.  In April 2008 the Fund was informed by El
Paso that the well being drilled on the South Marsh Island 213 lease block did
not have commercially productive quantities of either natural gas or oil and had
been determined to be an unsuccessful well, or dry hole.  During the
year ended December 31, 2008, dry-hole costs related to this well, including
plug and abandonment expenses, were $1.7 million.





West
Cameron 77


In 2004,
the Fund acquired a 14.54% working interest in West Cameron 77, an exploratory
well, which is operated by BHP Billiton Petroleum (Americas) Inc.
(“BHP”).  The well began production in May 2006.  During the
fourth quarter of 2007 production in the lower reservoir zone ceased and in
early-2008 BHP re-completed the upper reservoir zone.  The well
produced for two months during the first quarter of 2008 when additional
production issues caused the well to go offline.  The Fund and BHP
evaluated several alternative maintenance plans throughout 2008 and concluded
that the remaining reserves were no longer commercially
productive.  As a result, the Fund fully impaired the West Cameron 77
well and recorded impairment expense of $6.3 million related to this well during
the year ended December 31, 2008.





Eugene Island
364


In 2006,
the Fund acquired a 50.0% working interest in Eugene Island 364, an
exploratory well operated by El Paso.  The well produced for a short
time in 2006 but had been shut-in since August 2006 due to mechanical
problems.  At December 31, 2007, the Fund concluded that it was no
longer economical to proceed with recovery efforts and the well was
abandoned.  The total cost of this property was $13.3 million, of
which impairment costs totaling $11.4 million were recorded during the year
ended December 31, 2007.  During the year ended December 31, 2008, the
Fund received credits totaling $0.5 million from El Paso upon review of the
well’s costs.




Working
Interest in Oil and Gas Leases




Existing
projects, and future projects, if any, are expected to be located in the waters
of the Gulf of Mexico offshore from Texas, Louisiana and Alabama on the OCS. The
OCSLA, which was enacted in 1953, governs certain activities with respect to
working interests and the exploration of oil and natural gas in the
OCS.  See further discussion under the heading “Regulation” in this
Item 1. “Business”.




As part
of the leasing activity and as required by the OCSLA, the leases auctioned
include specified lease terms such as the length of the lease, the amount of
royalty to be paid, lease cancellation and suspension, and, to a degree, the
planned activities of exploration and production to be conducted by the
lessee.




The
winning bidder(s) at the lease sale, or the lessee(s), are given a lease by the
MMS that grants such lessee(s) the exclusive right to conduct oil and natural
gas exploration and production activities within a specific lease block, or
working interest. Leases in the OCS are generally issued for a primary lease
term of 5, 8 or 10 years depending on the water depth of the lease block. The
5-year lease term is for blocks in water depths generally less than 400 meters,
8 years for depths between 400 meters and 800 meters and 10 years for depths in
excess of 800 meters. During this primary lease term, except in limited
circumstances, lessees are not subject to any particular requirements to conduct
exploratory or development activities. However, once a lessee drills a well and
begins production, the lease term is extended for the duration of commercial
production.




7
 Table of Contents




The
lessee of a particular block, for the term of the lease, has the right to drill
and develop exploratory wells and conduct other activities throughout the block.
If the initial well on the block is successful, a lessee, or third-party
operator for a project, may conduct additional geological studies and may
determine to drill additional or development wells. If a development well is to
be drilled in the block, each lessee owning working interests in the block must
be offered the opportunity to participate in, and cover the costs of, the
development well up to that particular lessee’s working interest ownership
percentage.




Generally,
working interests in an offshore natural gas lease under the OCSLA pay a 16.67%
or 18.75% royalty to the MMS for shallow-water projects, dependent upon lease
date, and a 12.5% royalty to the MMS for deepwater projects. Therefore, the net
revenue interest of the holders of 100% of the working interest in the projects
in which the Fund will invest is between 81.25% and 83.33% of the total revenue
for shallow-water projects and 87.5% of the total revenue for deepwater
projects, and such net revenue amount may be further reduced by any other
royalty burdens that apply to a lease block.  However, as described
below, the MMS has adopted royalty relief for existing OCS leases for those who
drill deep oil and natural gas projects.





Mineral
Management Services Deep Gas Royalty Incentive




On
January 26, 2004, the MMS promulgated a rule providing incentives for companies
to increase deep oil and natural gas production in the Gulf of Mexico (the
“Royalty Relief Rule”). Under the Royalty Relief Rule, lessees will be eligible
for royalty relief on their existing leases if they drill and perforate wells
for new and deeper reserves at depths greater than 15,000 feet subsea. In
addition, an even larger royalty relief would be available for wells drilled and
perforated deeper than 18,000 feet subsea. It should be noted that the Royalty
Relief Rule does not extend to deep waters of the Gulf of Mexico off the
continental shelf nor does it apply if the price of natural gas exceeds $10.37
Million British Thermal Units (“mmbtu”) adjusted annually for inflation. The
Royalty Relief Rule is limited to leases in a water depth less than 656 feet, or
200 meters.




In
addition to the Royalty Relief Rule promulgated by the MMS, the Deep Water
Royalty Relief Act of 1995 (the “Deepwater Relief Act”) was enacted to promote
exploration and production of natural gas and oil in the deepwater of the Gulf
of Mexico and relieves eligible leases from paying royalties to the U.S.
Government on certain defined amounts of deepwater production.  The
Deepwater Relief Act expired in the year 2000 but was extended by the MMS to
promote continued interest in deepwater. For purposes of royalty relief, under
the Deepwater Relief Act, the MMS defines deepwater as depths in excess of 656
feet (200 meters).  In order for a lease to be eligible for
royalty relief, under the Deepwater Relief Act it must be located in the Gulf of
Mexico and west of 87 degrees and 30 minutes West longitude (essentially the
Florida-Alabama boundary).





Currently,
for leases entered into after November 2000, the MMS assigns a lease a specific
volume of royalty suspension based on how the suspension amount would affect the
economics of the lease’s development.   Any such royalty
suspension applicable to a particular lease is generally set forth in the lease
auction materials prepared by the MMS.  The amount of the suspension,
if any, is not determined by water depth levels (as it had in the past) but
rather based upon the MMS’ view of the characteristics and economics of the
project.  For example, projects deemed relatively secure and safe such
as those near existing transportation infrastructure may receive no royalty
relief while a similar project far away from any such infrastructure or in an
area deemed more risky may receive significant royalty
relief.   As a result, unlike the royalty relief associated with
deep drilling in shallow waters, there is no formulaic or predictable means of
determining in advance whether and to what extent royalty relief would be
available for a potential deepwater project.




Oil
and Natural Gas Agreements




The Fund
has entered into a short-term, month-to-month agreement with a third-party
marketer, who is currently marketing and selling the Fund’s proportionate share
of oil and natural gas to the public market.  The Fund is receiving market
prices for the oil and natural gas it sells. All of the Fund’s current projects
are near existing transportation infrastructure and
pipelines.   The Manager believes that it is likely that oil and
natural gas from the Fund’s future projects will have access to pipeline
transportation and can be marketed in a similar fashion.




Operator




The
projects in which the Fund has invested are operated and controlled by
unaffiliated third-party entities acting as operators. The operators are
responsible for drilling, administration and production activities for leases
jointly owned by working interest owners and act on behalf of all working
interest owners under the terms of the applicable operating agreement. In
certain circumstances, operators will enter into agreements with independent
third-party subcontractors and suppliers to provide the various services
required for operating leases. Currently, the Fund’s ongoing projects are
operated by Helis, Marlin, Devon and LLOG.




8
 Table of Contents




Because
the Fund does not operate any of the projects in which it has acquired an
interest, shareholders not only bear the risk that the Manager will be able to
select suitable projects, but also that once selected, such projects will be
managed prudently, efficiently and fairly by the operators.




Insurance




The
Manager has obtained hazard, property, general liability and other insurance in
commercially reasonable amounts to cover its projects, as well as general
liability and similar coverage for its business operations. However, there is no
assurance that such insurance will be adequate to protect the Fund from material
losses related to the projects. In addition, the Manager’s past practice has
been to obtain insurance as a package that is intended to cover most, if not
all, of the funds under its management. While the Manager believes it has
obtained adequate insurance in accordance with customary industry practices, the
possibility exists, depending on the extent of the incident, that insurance
coverage may not be sufficient to cover all losses.  In addition, depending
on the extent, nature, and payment of any claims to the Fund’s affiliates,
yearly insurance limits may be exhausted and become insufficient to cover a
claim made by the Fund in a given year.




Salvage
Fund




As to
projects in which the Fund owns a working interest, the Fund deposits in a
separate interest-bearing account, or a salvage fund, which is in the nature of
a sinking fund, cash to help provide for the Fund’s proportionate share of the
cost of dismantling and removing production platforms and facilities and
plugging and abandoning the projects in accordance with applicable federal and
state laws and regulations.  There is no assurance that the salvage fund
will have sufficient assets to meet these requirements and any unfunded
expenses, and the Fund may be liable for such expenses. The Fund has deposited
$1.0 million from capital contributions into a salvage fund, which along with
interest earned on this account, the Fund estimates to be sufficient to meet the
Fund’s potential requirements. If the Manager determines the salvage fund will
not be sufficient to cover the Fund’s proportionate share of expense, the Fund
may transfer amounts from operating income to fund the deficit. Any portion of a
salvage fund that remains after the Fund pays its share of the actual salvage
costs will be distributed to the shareholders. There are no legal restrictions
on the withdrawal or use of the salvage fund.




Seasonality




Generally,
the Fund’s business operations are not subject to seasonal fluctuations in the
demand for oil and natural gas that would result in more of the Fund’s oil and
natural gas being sold, or likely to be sold, during one or more particular
months or seasons. Once a project is drilled and reserves of oil and natural gas
are determined to exist, the operator of the project extracts such reserves
throughout the year. Oil and natural gas, once extracted, can be sold at any
time during the year.




The
Fund’s properties are located in the Gulf of Mexico; therefore its operations
and cash flows may be significantly impacted by hurricanes and other inclement
weather.  Such events may also have a detrimental impact on
third-party pipelines and processing facilities, upon which the Fund relies upon
to transport and process the crude oil and natural gas it produces. The
National Hurricane Center defines hurricane season in the Gulf of
Mexico as June 1st through November 30th. During the third quarter of 2008, two
hurricanes struck in the Gulf of Mexico, which significantly impacted the Fund’s
operations. These two storms, Hurricanes Gustav and Ike, came ashore in
Louisiana and Texas, respectively, and caused production curtailments due to
damage to third-party pipelines and disrupted the operations of crews that could
assess and repair the damage. While the Fund’s platforms avoided major damage,
the Fund’s production was curtailed from the time personnel were evacuated for
safety purposes, until assessment and repair to the Fund’s platforms were
completed and until repairs to third-party pipelines and facilities, for which
the Fund was not responsible, were completed.  In all, West Delta 68
and West Delta 67 were shut-in for approximately one month , with production
resuming in October 2008 and the Fund’s Eugene Island 337 well will be
shut-in for approximately six months, with production expected to resume during
the second quarter of 2009.




Customers




All of
the oil and natural gas production from the Fund’s producing properties is sold
by a third party on the Fund’s behalf.  As a result, the Fund did not
contract to sell oil and natural gas to customers.  Therefore, the
Fund had no customers or any one customer upon which the Fund depends for more
than ten percent (10%) of its revenue.




Energy
Prices





Historically,
the markets for and prices of crude oil and natural gas have been extremely
volatile, and they are likely to continue to be volatile in the future. This
volatility is caused by numerous factors and market conditions that the Fund
cannot control or influence. Therefore, it is impossible to predict the future
price of crude oil and natural gas with any certainty. Low commodity prices
could have an adverse affect on the Fund’s future profitability. The Fund has
not engaged in any price risk management programs or hedges to
date.




9
 Table of Contents




Competition




Strong
competition exists in the acquisition of oil and natural gas leases and in all
sectors of the oil and natural gas exploration and production industry. Although
the Fund does not compete for lease acquisitions from the MMS, it does compete
with other companies for the acquisition of percentage ownership interests in
oil and natural gas working interests in the secondary market.




In many
instances, the Fund competes for projects with large independent oil and natural
gas producers who generally have significantly greater access to capital
resources, have a larger staff, and more experience in oil and natural gas
exploration and production than the Fund. As a result, these larger companies
are in a position that they could outbid the Fund for a project. However,
because these companies are so large and have such significant resources, they
tend to focus more on projects that are larger, have greater reserve potential,
and cost significantly more to explore and develop. These larger projects
increasingly tend to be projects in the deepwater areas of the Gulf of Mexico
and the North Sea off the coast of Great Britain. However, the focus of these
companies on larger projects does not necessarily mean that they will not
investigate and/or acquire smaller projects in shallow waters for which the Fund
typically competes. Many of these larger companies have participated in the
auctions for lease blocks directly from the U.S. Government. In such cases,
these companies obtain from the U.S. Government 100% of the leasehold of a
particular lease block in the Gulf of Mexico. In order to obtain even more
resources to invest in other larger and more expensive projects, they diversify
current holdings, including projects they own in the shallow waters of the Gulf
of Mexico, by selling off percentage interests in these lease blocks. As a
result, very good projects in the shallow waters of the Gulf of Mexico become
available. The Fund, therefore, has opportunities to acquire interests in these
smaller, yet economically attractive projects.




Employees




The Fund
has no employees as the Manager operates and manages the Fund.




Offices




The
Manager’s principal executive offices are located at 947 Linwood Avenue,
Ridgewood, NJ 07450, and its phone number is 800-942-5550.  The Manager
also leases additional office space at 11700 Old Katy Road, Houston, TX
77079.  In addition, the Manager also maintains leases for other
offices that are used for administrative purposes.




Regulation




Oil and
natural gas exploration, development and production activities are subject to
extensive federal and state laws and regulations. Regulations governing
exploration and development activities require, among other things, the Fund’s
operators to obtain permits to drill projects and to meet bonding, insurance and
environmental requirements in order to drill, own or operate projects. In
addition, the location of projects, the method of drilling and casing projects,
the restoration of properties upon which projects are drilled and the plugging
and abandoning of projects are also subject to regulations.




Outer
Continental Shelf Lands Act




The
Fund’s projects are located in the offshore waters of the Gulf of Mexico on the
OCS. The Fund’s operations and activities, therefore, are governed by, among
other things, the OCSLA.




Under
OCSLA, the United States federal government has jurisdiction over oil and
natural gas development on the OCS. As a result, the United States Secretary of
the Interior is empowered to sell exploration, development and production leases
of a defined submerged area of the OCS, or a block, through a competitive
bidding process. Such activity is conducted by the MMS, an agency of the United
States Department of Interior. The MMS administers federal offshore leases
pursuant to regulations promulgated under the OCSLA. Lessees must obtain MMS
approval for exploration, development and production plans prior to the
commencement of offshore operations. In addition, approvals and permits are
required from other agencies such as the US Coast Guard, the Army Corps of
Engineers and the Environmental Protection Agency. Offshore operations are
subject to numerous regulatory requirements, including stringent engineering and
construction specifications related to offshore production facilities and
pipelines and safety-related regulations concerning the design and operating
procedures of these facilities and pipelines. MMS regulations also restrict the
flaring or venting of production and proposed regulations would prohibit the
flaring of liquid hydrocarbons and oil without prior authorization.




The MMS
has also imposed regulations governing the plugging and abandonment of wells
located offshore and the installation and removal of all production facilities.
Under certain circumstances, the MMS may require operations on federal leases to
be suspended or terminated. Any such suspension or termination could adversely
affect the Fund’s operations and interests.




10
 Table of Contents




The MMS
conducts auctions for lease blocks of submerged areas offshore. As part of the
leasing activity and as required by the OCSLA, the leases auctioned include
specified lease terms such as the length of the lease, the amount of royalty to
be paid, lease cancellation and suspension, and, to a degree, the planned
activities of exploration and production to be conducted by the lessee. In
addition, the OCSLA grants the Secretary of the Interior continuing oversight
and approval authority over exploration plans throughout the term of the
lease.




Sales
and Transportation of Oil and Natural Gas





The Fund
sells its proportionate share of oil and natural gas to the market and receives
market prices from such sales. These sales are not currently subject to
regulation by any federal or state agency. However, in order for it to make such
sales, the Fund is dependent upon unaffiliated pipeline companies whose rates,
terms and conditions of transport are subject to regulation by the Federal
Energy Regulatory Commission (“FERC”). The rates, terms and conditions are
regulated by FERC pursuant to a variety of statutes including the OSCLA, the
Natural Gas Policy Act and the Energy Policy Act of 1992. Generally, depending
on certain factors, pipelines can charge rates that are either market-based or
cost-of-service. In some circumstances, rates can be agreed upon pursuant to
settlement. Thus, the rates that pipelines charge the Fund, although regulated,
are beyond the Fund’s control. Nevertheless, such rates would apply uniformly to
all transporters on that pipeline and, as a result, management does not
anticipate that the impact to the Fund of any changes in such rates, terms or
conditions would be materially different than the impact upon other oil or
natural gas producers and marketers.





Environmental
Matters and Regulation




The
Fund’s operations are subject to pervasive environmental laws and regulations
governing the discharge of materials into the air and water and the protection
of aquatic species and habitats. However, although it shares the liability along
with its other working interest owners for any environmental damage, most of the
activities to which these environmental laws and regulations apply are conducted
by the operator on the Fund’s behalf. Nevertheless, environmental laws and
regulations to which its operations are subject may require the Fund, or the
operator, to acquire permits to commence drilling operations, restrict or
prohibit the release of certain materials or substances into the environment,
impose the installation of certain environmental control devices, require
certain remedial measures to prevent pollution and other discharges such as the
plugging of abandoned projects and, finally, impose in some instances severe
penalties, fines and liabilities for the environmental damage that is caused by
the Fund’s projects.




Some of
the environmental laws that apply to oil and natural gas exploration and
production are:




The Oil Pollution
Act. The Oil Pollution Act of 1990, as amended (the “OPA”), amends
Section 311 of the Federal Water Pollution Control Act of 1972 (the “Clean Water
Act”) and was enacted in response to the numerous tanker spills, including the
Exxon Valdez that occurred in the 1980s. Among other things, the OPA clarifies
the federal response authority to, and increases penalties for, spills. The OPA
establishes a new liability regime for oil pollution incidents in the aquatic
environment. Essentially, the OPA provides that a responsible party for a vessel
or facility from which oil is discharged or that poses a substantial threat of a
discharge could be liable for certain specified damages resulting from a
discharge of oil, including clean-up and remediation, loss of subsistence use of
natural resources, real or personal property damages, as well as certain public
and private damages. A responsible party includes a lessee of an offshore
facility.




The OPA
also requires a responsible party to submit proof of its financial
responsibility to cover environmental cleanup and restoration costs that could
be incurred in connection with an oil spill. Under the OPA, parties responsible
for offshore facilities must provide financial assurance of at least $35 million
to address oil spills and associated damages.  In certain limited
circumstances, that amount may be increased to $150 million. As indicated
earlier, the Fund has not been required to make any such showing to the MMS, as
the operators are responsible for such compliance. However, notwithstanding the
operators’ responsibility for compliance, in the event of an oil spill, the
Fund, along with the operators and other working interest owners, could be
liable under the OPA for the resulting environmental damage.




Clean
Water Act.Generally, the Clean Water Act imposes liability
for the unauthorized discharge of pollutants including petroleum products into
the surface and coastal U.S. waters except in strict conformance with discharge
permits issued by the federal (or state if applicable) agency. Regulations
governing water discharges also impose other requirements, such as the
obligation to prepare spill response plans. The Fund’s operators are responsible
for compliance with the Clean Water Act although the Fund may be liable for any
failure of the operators to do so.




Federal
Clean Air Act.  The Federal Clean Air Act of 1970, as amended
(the “Clean Air Act”), restricts the emission of certain air pollutants. Prior
to constructing new facilities, permits may be required before work can commence
and existing facilities may be required to incur additional capital costs to add
equipment to ensure and maintain compliance. As a result, the Fund’s operations
may be required to incur additional costs to comply with the Clean Air
Act.




11
 Table of Contents




Other
Environmental Laws. In addition to the above, the Fund’s
operations may be subject to the Resource
Conservation and Recovery Act of 1976, as amended, which regulates the
generation, transportation, treatment, storage, disposal and cleanup of certain
hazardous wastes, as well as the Comprehensive
Environmental Response, Compensation and Liability Act which imposes
joint and several liability without regard to fault or legality of conduct on
classes of persons who are considered responsible for the release of a hazardous
substance into the environment.




The above
represents a brief outline of the major environmental laws that may apply to the
Fund’s operations. The Fund believes that its operators are in compliance with
each of these environmental laws and the regulations promulgated
thereunder.  The Fund does not believe that the costs of complying
with environmental laws, including federal, state and local laws will have a
material adverse impact on its financial condition and/or
operations.




ITEM
1A.             RISK FACTORS




Not
required.




ITEM
1B.             UNRESOLVED STAFF COMMENTS




Not
applicable.




ITEM
2.                PROPERTIES




The
information regarding the Fund’s properties that is contained in Item 1.
“Business” under the heading “Properties” of this Annual Report is incorporated
herein by reference.




ITEM
3.                LEGAL PROCEEDINGS




On August
16, 2006, the Manager of the Fund filed a lawsuit against the former independent
registered public accounting firm for the Fund, Perelson Weiner, LLP,
(“Perelson”) in New Jersey Superior Court, captioned Ridgewood Energy
Corporation v. Perelson Weiner, LLP, Docket No. L-6092-06.  The suit
alleged professional malpractice and breach of contract in connection with audit
and accounting services performed for the Fund by Perelson. Thereafter, Perelson
filed a counterclaim against the Manager on October 20, 2006, alleging breach of
contract due to unpaid invoices in the amount of $326,554. Discovery is ongoing
and no trial date has been set.




Legal
costs related to this claim are borne by the Manager.




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




None.




PART
II




ITEM
      5.
            MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
      AND ISSUER PURCHASES OF EQUITY
SECURITIES




There is
currently no established public trading market for the Shares.  As of
the date of this filing, there were 949 shareholders of record of the
Fund.




Distributions
are made in accordance with the provisions of the LLC Agreement.  At
various times throughout the year, the Manager determines whether there is
sufficient available cash as defined in the LLC Agreement, for distribution to
shareholders.  There is, however, no requirement to distribute
available cash and as such, available cash is distributed to the extent and at
such times as the Manager believes is advisable. During the years ended December
31, 2008 and 2007, the Fund paid distributions totaling $0.2 million and $3.8
million, respectively.




ITEM
      6.
            SELECTED FINANCIAL DATA




Not
required.







12
 Table of Contents




ITEM
      7.
            MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
      RESULTS OF OPERATIONS




Overview
of the Fund’s Business




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 Fund’s primary investment objective is to generate cash
flow for distribution to its shareholders through participation in oil and
natural gas exploration and development projects in the Gulf of
Mexico.  Distributions are funded from cash flow from operation, and
the frequency and amount are within the Manager’s discretion subject to
available cash from operations, reserve requirements and the Fund’s
operations.




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.   See also Item 1. “Business” for
additional information regarding the projects of the Fund.




Revenues
are subject to the markets for and prices of crude oil and natural gas, which
have been extremely volatile, and are likely to continue to be volatile in the
future. This volatility is caused by numerous factors and market conditions that
the Fund cannot control or influence. Therefore, it is impossible to predict the
future price of crude oil and natural gas with any certainty. Low commodity
prices could have an adverse affect on the Fund’s future
profitability.





Critical
Accounting Estimates





The
discussion and analysis of the Fund’s financial condition and results of
operations are based upon its financial statements, which have been prepared in
conformity with accounting principles generally accepted in the United States of
America (“GAAP”). In preparing these financial statements, the Fund is
required to make certain estimates, judgments and assumptions. These estimates,
judgments and assumptions affect the reported amounts of the Fund’s assets and
liabilities, including the disclosure of contingent assets and liabilities, at
the date of the financial statements and the reported amounts of its revenues
and expenses during the periods presented.  The Fund evaluates these
estimates and assumptions on an ongoing basis. The Fund bases its estimates and
assumptions on historical experience and on various other factors that the Fund
believes to be reasonable at the time the estimates and assumptions are made.
However, future events and actual results may differ from these estimates and
assumptions and such differences may have a material impact on the results of
operations, financial position, or cash flows.  See Note 2 of
Notes to the Financial Statements  – “Summary of Significant
Accounting Policies” in Item 8. “Financial Statements and Supplementary
Data” contained in this Annual Report for a discussion of the Fund’s significant
accounting policies.





Accounting
for Exploration and Development Costs


Exploration
and production activities are accounted for using the successful efforts method.
Costs of acquiring unproved and proved oil and natural gas leasehold acreage,
including lease bonuses, brokers’ fees and other related costs are capitalized.
Annual lease rentals, exploration expenses and dry-hole costs are expensed as
incurred. Costs of drilling and equipping productive wells and related
production facilities are capitalized.




The costs
of exploratory and developmental wells are capitalized pending determination of
whether proved reserves have been found. Drilling costs remain capitalized after
drilling is completed if (1) the well has found a sufficient quantity of
reserves to justify completion as a producing well and (2) sufficient
progress is being made in assessing the reserves and the economic and operating
viability of the project. If either of those criteria is not met, or if there is
substantial doubt about the economic or operational viability of the project,
the capitalized well costs are charged to expense as dry-hole costs. Indicators
of sufficient progress in assessing reserves and the economic and operating
viability of a project include: commitment of project personnel; active
negotiations for sales contracts with customers; negotiations with governments,
operators and contractors; and firm plans for additional drilling and other
factors.




Unproved
Property


Unproved
property is comprised of capital costs incurred for undeveloped acreage, wells
and production facilities in progress and wells pending determination. These
costs are initially excluded from the depletion base until the outcome of the
project has been determined, or generally until it is known whether proved
reserves will or will not be assigned to the property.  The Fund assesses
all items in its unproved property balance on an ongoing basis for possible
impairment or reduction in value.




13
 Table of Contents




Proved
Reserves


Annually,
the Fund engages an independent petroleum engineer, Ryder Scott Company L.P., to
perform a comprehensive study of its producing properties and dependent upon
timing of discoveries, certain successful properties, to determine the
quantities of reserves and the period over which such reserves will be
recoverable.  The Fund’s estimates of proved reserves are based on the
quantities of oil and natural gas that geological and engineering data
demonstrate, with reasonable certainty, to be recoverable in future years from
known reservoirs under existing economic and operating conditions. However,
there are numerous uncertainties inherent in estimating quantities of proved
reserves and in projecting future revenues, rates of production and timing of
development expenditures, including many factors beyond the Fund’s control. The
estimation process is very complex and relies on assumptions and subjective
interpretations of available geologic, geophysical, engineering and production
data and the accuracy of reserve estimates is a function of the quality and
quantity of available data, engineering and geological interpretation, and
judgment. In addition, as a result of volatility and changing market conditions,
commodity prices and future development costs will change from period to period,
causing estimates of proved reserves and future net revenue to
change.  Estimates of proved reserves are key components of the Fund’s
most significant financial estimates involving its rate for recording
depreciation, depletion and amortization.





Asset
Retirement Obligations


For oil
and natural gas properties, there are obligations to perform removal and
remediation activities when the properties are retired.  When a project
reaches drilling depth and is determined to be either proved or dry, a liability
is recognized for the present value of asset retirement obligations once
reasonably estimable.  The Fund capitalizes the associated asset retirement
costs as part of the carrying amount of its proved properties. Plug and
abandonment costs associated with unsuccessful projects are expensed as dry-hole
costs.





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.




Results
of Operations




The
following table summarizes the Fund’s results of operations for the years ended
December 31, 2008 and 2007 and should be read in conjunction with the Fund’s
financial statements and the notes thereto within Item 8. “Financial Statements
and Supplementary Data” contained in this Annual Report.




Year
      ended December 31,2008
                          
                          
                          2007(in
      thousands)RevenueOil
      and gas revenue
                          
                          $
                          1,369
                          
                          
                          $
                          3,389ExpensesDepletion
      and amortization
                          
                          
                          732
                          
                          
                          
                          1,086Dry-hole
      costs
                          
                          
                          1,700
                          
                          
                          
                          705Impairment
      of proved properties, net
                          
                          
                          7,688
                          
                          
                          
                          16,282Management
      fees to affiliate
                          
                          
                          -
                          
                          
                          
                          914Workover
      expenses
                          
                          
                          909
                          
                          
                          
                          522Operating
      expenses
                          
                          
                          246
                          
                          
                          
                          319General
      and administrative expenses
                          
                          
                          489
                          
                          
                          
                          652Total
      expenses
                          
                          
                          11,764
                          
                          
                          
                          20,480Loss
      from operations
                          
                          
                          (10,395
                          )
                          
                          
                          (17,091
                          )Other
      incomeInterest
      income
                          
                          
                          181
                          
                          
                          
                          933Net
      loss
                          
                          $
                          (10,214
                          )
                          
                          $
                          (16,158
                          )




14
 Table of Contents




Year
ended December 31, 2008 compared to year ended December 31,
2007




Overview.During
the year ended December 31, 2008, the Fund had six producing wells consisting
of  West Cameron 77, which came onto production in May 2006, Eugene
Island 337, which came onto production in November 2007, West Delta 67/68 which
came onto production in July 2008, and West Cameron 57 and Vermilion 344, both
of which came onto production in December 2008.  During the year ended
December 31, 2007 the Fund had two producing wells, West Cameron 77 and
Eugene Island 337.





As
previously discussed in Item 1. “Business”, 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 did cause certain wells to be temporarily
shut-in.  West Delta 67/68 was shut-in for approximately one
month and Eugene Island 337 is currently expected to resume production
during the second quarter of 2009. Accordingly, revenues and depletion and
amortization relating to these wells were affected during those
periods.





Oil and
GasRevenue.Oil
and gas revenue for the year ended December 31, 2008 was $1.4 million, a $2.0
million decrease from the year ended December 31, 2007.  The decrease
is attributable to a decrease in sales volumes of $2.2 million, partially offset
by the impact of higher average prices of $0.2 million.





The Fund
sold 4 thousand barrels of oil during the year ended December 31, 2008 compared
to 5 thousand barrels during the year ended December 31, 2007.  The
Fund’s oil prices averaged $88 per barrel and $65 per barrel during the years
ended December 31, 2008 and 2007, respectively.





The Fund
sold 111 thousand mcf of gas during the year ended December 31, 2008,
compared to 410 thousand mcf during the year ended December 31,
2007.  The Fund’s gas prices averaged $8.68 per mcf and $7.42 per mcf
during the years ended December 31, 2008 and 2007, respectively.





The
decrease in sales for the year ended December 31, 2008 was primarily
attributable to the West Cameron 77 well, which ceased production in March 2008,
partially offset by the onset of production for the West Cameron 57, West Delta
67/68 and Vermilion 344 wells.  Sales for the year ended December 31,
2008 were also affected by hurricane activity in the Gulf of Mexico in the third
quarter, which caused West Delta 67/68 to be temporarily
shut-in.  Eugene Island 337 remains shut-in, with production
expected to resume during the second quarter of 2009.  See Item 1.
“Business” for additional discussion.





Depletion and
Amortization.  Depletion and amortization for the years ended
December 31, 2008 and 2007 were $0.7 million and $1.1 million,
respectively.  The decrease is primarily attributable to the West
Cameron 77 well, which ceased production in March 2008, partially offset by
onset of production of the West Delta 67/68, West Cameron 57 and Vermilion 344
wells.





Dry-hole
Costs.Dry-hole costs are those
costs incurred to drill and develop a well that is ultimately found to be
incapable of producing either oil or natural gas in sufficient quantities to
justify completion of the well. During the years ended December 31, 2008 and
2007, the Fund received credits from operators of certain wells based upon
review and audits of the wells costs performed by working interest owners. The
following table summarizes dry-hole costs, inclusive of plug and abandonment
costs and credits.





Year
      ended December 31,Lease
      Block
                          
                          2008
                          
                          
                          2007(in
      thousands)South
      Marsh Island 213
                          
                          $
                          1,688
                          
                          
                          $
                          -Ship
      Shoal 81
                          
                          
                          9
                          
                          
                          
                          615Main
      Pass 155
                          
                          
                          -
                          
                          
                          
                          96Other
      wells
                          
                          
                          3
                          
                          
                          
                          (6
                          )$
                          1,700
                          
                          
                          $
                          705








Impairment of
Proved Properties, net.  During the years ended December 31,
2008 and 2007, the Fund recorded impairments of $7.7 million and $16.3 million,
respectively, due to increased project costs, lower oil and gas commodity
prices, a reduction in the Fund’s estimates of proved oil and gas reserves, and
the Fund’s determination that two of its properties, West Cameron 77 and Eugene
Island 364 were fully depleted, as their remaining reserves were no longer
commercially recoverable.  The Fund received a $0.5 million credit
during 2008 related to the previously impaired Eugene Island 364 as a result of
its operator’s review of the well’s cost.  The following table
summarizes impairments for the years ended December 31, 2008 and
2007.




15
 Table of Contents




Year
      ended December 31,2008
                              
                              
                              2007(in
      thousands)West
      Cameron 77
                              
                              $
                              6,263
                              
                              
                              
                              -Vermilion
      344
                              
                              
                              1,325
                              
                              
                              
                              -Eugene
      Island 337
                              
                              
                              570
                              
                              
                              
                              4,883Eugene
      Island 364
                              
                              
                              (470
                              )
                              
                              
                              11,399$
                              7,688
                              
                              
                              $
                              16,282


Management
Fees
to Affiliate.Effective October
1, 2007, the Manager elected to waive its management fee for the remaining life
of the Fund.  Management fees for the year ended December 31, 2007,
incurred prior to October 1, 2007, were $0.9 million.  See additional
discussion in Item 1. “Business”.





Workover
Expenses. Workover expenses represent costs to restore or stimulate
production of existing reserves of a proved property.   Workover
expenses of $0.9 million during the year ended December 31, 2008 were primarily
attributable to re-completing the upper reservoir zone of West Cameron 77, which
was necessitated by the cessation of production in the lower reservoir zone in
the fourth quarter of 2007.  Workover expenses of $0.5 million during
the year ended December 31, 2007 were primarily attributable to mechanical
problems of Eugene Island 364.





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 table
below.





Year
      ended December 31,2008
                          
                          
                          2007(in
      thousands)Lease
      operating expenses
                          
                          
                          155
                          
                          
                          
                          232Geological
      costs
                          
                          
                          75
                          
                          
                          
                          74Accretion
                          
                          
                          16
                          
                          
                          
                          13$
                          246
                          
                          
                          $
                          319




Lease
operating expenses for the year ended December 31, 2008 related to West Cameron
77, Eugene Island 337, West Delta 67/68, West Cameron 57 and Vermilion
344.  Lease operating expenses for the year ended December 31, 2007
principally related to West Cameron 77, Eugene Island 364 and Eugene Island
337.  The decrease in operating expenses in 2008 was due to West
Cameron 77, which ceased production in the first quarter of 2008, partially
offset by an increase in the number of wells on production, as discussed in the
“Overview” section above.  Geological costs for the year ended
December 31, 2008 related primarily to the Whistler
project.  Geological costs for the year ended December 31, 2007
related primarily to Eugene Island 364, South Marsh Island 111 and Ship Shoal
81.  Accretion expense is related to the asset retirement obligations
established for the Fund’s proved properties.





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





Year
      ended December 31,2008
                          
                          
                          2007(in
      thousands)Insurance
      expense
                          
                          $
                          217
                          
                          
                          $
                          417Accounting
      fees
                          
                          
                          175
                          
                          
                          
                          202Management
      reimbursement
                          
                          
                          80
                          
                          
                          
                          -Trust
      fees and other
                          
                          
                          17
                          
                          
                          
                          33$
                          489
                          
                          
                          $
                          652




Insurance
expense represents premiums related to producing well and well control
insurance, which varies dependent upon the number of wells producing or drilling
and directors’ and officers’ liability insurance.  Accounting fees
represent annual audit and tax preparation fees, quarterly review fees and
filing fees incurred by the Fund.  Management reimbursement relates to
a reimbursement to the Manager by the Fund for various administrative costs
incurred by the Manager on the Fund’s behalf for the year ended December 31,
2008.  Trust fees represent bank fees associated with the management
of the Fund’s cash accounts.




16
 Table of Contents




Interest
Income.  Interest income is comprised of interest earned on
money market accounts and investments in U.S. Treasury
securities.  For the year ended December 31, 2008 interest income was
$0.2 million, a $0.7 million decrease from the year ended December 31,
2007.  The decrease was attributable to a reduction in the average
outstanding balances earning interest due to ongoing capital expenditures
coupled with lower interest rates earned.





Capital
Resources and Liquidity





Operating
Cash Flows
 Cash
flows used in operating activities for the year ended December 31, 2008 were
$0.2 million, primarily related to workover expenses of $0.9 million, general
and administrative expenses of $0.5 million, operating expenses of $0.2 million
and unfavorable working capital of $0.1 million. These amounts were partially
offset by revenue received of $1.4 million and interest received of $0.2
million.


Cash
flows provided by operating activities for the year ended December 31, 2007 were
$1.7 million, primarily related to revenue received of $3.8 million and interest
received of $0.5 million.  These cash receipts were partially offset
by management fees of $0.9 million, workover expenses of $0.5 million, operating
expenses of $0.3 million, general and administrative expenses of $0.7 million
and unfavorable working capital of $0.2 million.





Investing
Cash Flows
 Cash
flows used in investing activities for the year ended December 31, 2008 were
$4.0 million, primarily related to capital expenditures for oil and gas
properties of $9.1 million, partially offset by proceeds from the maturity of
U.S. Treasury securities of $5.1 million. Additionally, the Fund increased its
salvage fund investments by $28 thousand, which consisted of the interest earned
on this account.


Cash
flows provided by investing activities for the year ended December 31, 2007 were
$2.7 million, primarily related to proceeds from the maturity of U.S. Treasury
securities of $24.7 million and insurance proceeds of $0.2 million, partially
offset by capital expenditures for oil and gas properties, inclusive of advances
of $8.4 million and investments in U.S. Treasury securities $13.7
million.   Additionally, the Fund increased its salvage fund
investments by $51 thousand, which consisted of the interest earned on this
account.





Financing
Cash Flows


Cash
flows used in financing activities for the year ended December 31, 2008 were
$0.2 million related to distributions paid to the Manager and shareholders.





Cash
flows used in financing activities for the year ended December 31, 2007 were
$3.8 million related to distributions paid to the Manager and shareholders.




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 December 31, 2008, the Fund had
committed to spend an additional $2.0 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 inclusive
of capital expenditures for its investment properties.  Operations are
funded utilizing operating income, existing cash-on-hand and income earned
therefrom.




17
 Table of Contents




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




Off-Balance
Sheet Arrangements




The Fund
had no off-balance sheet arrangements as of December 31, 2008 and 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 negotiate any
such contracts. No contractual obligations exist at December 31, 2008 and 2007
other than those discussed in “Estimated Capital Expenditures”
above.




Recent
Accounting Pronouncements




See Note
3 of Notes to Financial Statements – “Recent Accounting Standards” in Item 8.
“Financial Statements and Supplementary Data” contained in this Annual Report
for a discussion of recent accounting pronouncements.




ITEM
      7A.
            QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK




Not
required.




ITEM
      8.
            FINANCIAL STATEMENTS AND SUPPLEMENTARY
  DATA




All
financial statements meeting the requirements of Regulation S-X and the
supplementary financial information required by Item 302 of Regulation S-K are
included in the financial statements listed in Item 15. “Exhibits, Financial
Statement Schedules” and filed as part of this report.




ITEM
      9.
            CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
      FINANCIAL DISCLOSURE




None.




ITEM
      9A.
            CONTROLS AND PROCEDURES




Disclosure
Controls and Procedures




Under the
supervision and with the participation of the Chief Executive Officer and Chief
Financial Officer of the Fund, management of the Fund and the Manager carried
out an evaluation of the effectiveness of the design and operation of the Fund’s
disclosure controls and procedures pursuant to the Exchange Act Rule 13a-15(e)
as of December 31, 2008.  Based upon the evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that the Fund’s
disclosure controls and procedures are effective as of the end of the period
covered by this report.




Management's
Report on Internal Control over Financial Reporting




Management
of the Fund is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Exchange Act Rule 13a-15(f)).
 The Fund’s internal control over financial reporting is designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.





Management
of the Fund, including its Chief Executive Officer and Chief Financial Officer,
assessed the effectiveness of the Fund’s internal control over financial
reporting as of December 31, 2008.  In making this assessment,
management of the Fund used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (the “COSO”) in Internal
Control - Integrated Framework.Based on their
assessment using those criteria, management of the Fund concluded that, as of
December 31, 2008, the Fund’s internal control over financial reporting is
effective.




18
 Table of Contents




This
annual report does not include an attestation report of the Fund’s registered
public accounting firm regarding internal control over financial reporting. The
Fund’s report was not subject to attestation by the Fund’s registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit the Fund to provide only management’s report in this
annual report.




Changes
in Internal Control over Financial Reporting




The Chief
Executive Officer and Chief Financial Officer of the Fund have concluded that
there have not been any changes in the Fund’s internal control over financial
reporting during the quarter ended December 31, 2008 that have materially
affected, or are reasonably likely to materially affect, the Fund’s internal
control over financial reporting.




ITEM
      9B.
            OTHER INFORMATION




None.








19
 Table of Contents




PART
III




ITEM
      10.
            DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
      GOVERNANCE




The Fund
has engaged Ridgewood Energy as the Manager. The Manager has very broad
authority, including the authority to appoint the executive officers of the
Fund.  Executive officers of Ridgewood Energy and the Fund and their
ages at December 31, 2008 are as follows:




Officer
      ofRidgewood
      EnergyName,
      Age and Position with Registrant
                                        
                                        Corporation
      SinceRobert
      E. Swanson, 61President
      and Chief Executive Officer
                                        
                                        1982W.
      Greg Tabor, 48Executive
      Vice President andDirector
      of Business Development
                                        
                                        2004Robert
      L. Gold, 50Executive
      Vice President
                                        
                                        1987Kathleen
      P. McSherry, 43Executive
      Vice President andChief
      Financial Officer
                                        
                                        2000Daniel
      V. Gulino, 48Senior
      Vice President and General Counsel
                                        2003Adrien
      Doherty, 56Executive
      Vice President
                                        
                                        2006




The
officers in the above table have also been officers of the Fund since August 2,
2004, the date of the inception of the Fund, with the exception of Mr. Doherty,
who became an officer of the Fund in 2006.  The officers are employed
by and paid exclusively by the Manager.  Set forth below are the names
of and certain biographical information regarding the executive officers of
Ridgewood Energy and the Fund:




Robert E. Swanson has served
as the President, Chief Executive Officer, sole director, and sole stockholder
of Ridgewood Energy since its inception. Mr. Swanson is also the controlling
member of Ridgewood Renewable Power, LLC and Ridgewood Capital Corporation,
affiliates of Ridgewood Energy. Mr. Swanson has been President and registered
principal of Ridgewood Securities Management, LLC and has served as the Chairman
of the Board of Ridgewood Capital since its organization in 1998. Mr. Swanson is
a member of the New York State and New Jersey State Bars, the Association of the
Bar of the City of New York and the New York State Bar Association. He is a
graduate of Amherst College and Fordham University Law School.




W. Greg Tabor has served as
the Executive Vice President and Director of Business Development for Ridgewood
Energy since January 2004. Mr. Tabor was senior business development manager for
El Paso Production Company from December 2001 to December 2003. From April 2000
to December 2001, Mr. Tabor was Vice President, Business Development for Madison
Energy Advisors. Mr. Tabor is a graduate of the University of
Houston.




Robert L. Gold has served as
the Executive Vice President of Ridgewood Energy since 1987. Mr. Gold has also
served as the President and Chief Executive Officer of Ridgewood Capital since
its inception in 1998. Mr. Gold is a member of the New York State Bar. He is a
graduate of Colgate University and New York University School of
Law.




Kathleen P. McSherry has
served as the Executive Vice President and Chief Financial Officer of Ridgewood
Energy since 2000. Ms. McSherry has been employed by Ridgewood Energy since
1987, first as the Assistant Controller and then as the Controller before being
promoted to Chief Financial Officer in 2000. Ms. McSherry also serves as Vice
President of Systems and Administration of Ridgewood Power. Ms. McSherry holds a
Bachelor of Science degree in Accounting.




20
 Table of Contents




Daniel V. Gulino has served as
Senior Vice President and General Counsel of Ridgewood Energy since August 2003.
Mr. Gulino also serves as Senior Vice President and General Counsel of Ridgewood
Power Management, Ridgewood Power, and Ridgewood Capital and has done so since
2000. Mr. Gulino is a member of the New Jersey State and Pennsylvania State
Bars. He is a graduate of Fairleigh Dickinson University and Rutgers School of
Law.




Adrien Doherty has served as
Executive Vice President of Ridgewood Energy since 2006.  Mr. Doherty
joined Ridgewood Energy after a thirty year career in investment banking, most
recently as Head of Barclay’s Capital’s oil and gas banking effort.  Mr.
Doherty is a graduate of Amherst College and the Wharton Graduate Division of
the University of Pennsylvania.




Board
of Directors and Board Committees




The Fund
does not have its own board of directors or any board committees. The Fund
relies upon the Manager to provide recommendations regarding dispositions and
financial disclosure.  Officers of the Fund are not compensated by the
Fund, and all compensation matters are addressed by the Manager, as described in
Item 11. “Executive Compensation” of this Annual Report.  Because the Fund
does not maintain a board of directors and because officers of the Fund are
compensated by the Manager, the Manager believes that it is appropriate for the
Fund to not have a nominating or compensation committee.




Code
of Ethics





The
Manager of the Fund has adopted a code of ethics for all employees, including
the Manager’s principal executive officer and principal financial and accounting
officer. If any amendments are made to the code of ethics or the Manager of the
Fund grants any waiver, including any implicit waiver, from a provision of the
code to any the Manager’s executive officers, the Fund will disclose the nature
of such amendment or waiver on our website or in a current report on Form
8-K.  Copies of the code of ethics are available, without charge, on
the Manager’s website at www.ridgewoodenergy.com and in print upon written
request to the business address of the Manager at 947 Linwood Avenue, Ridgewood,
New Jersey 07450, ATTN:  General Counsel.




Section
16(a) Beneficial Ownership Reporting Compliance




Section
16(a) of the Exchange Act, as amended, requires the Fund’s executive officers
and directors, and persons who own more than 10% of a registered class of the
Fund’s equity securities, to file reports of ownership and changes in ownership
with the SEC. Based on a review of the copies of reports furnished or otherwise
available to the Fund, the Fund believes that during the year ended December 31,
2008, all filing requirements applicable to its officers, directors and 10%
beneficial owners were met.




ITEM
      11.
            EXECUTIVE COMPENSATION




The
executive officers of the Fund do not receive compensation from the Fund. The
Manager, or its affiliates, compensates the officers without additional payments
by the Fund. See Item 13. “Certain Relationships and Related Transactions, and
Director Independence” for more information regarding Manager compensation and
payments to affiliated entities.




ITEM
      12.
            SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
      AND RELATED STOCKHOLDER MATTERS




The
following table sets forth information with respect to beneficial ownership of
the shares as of March 19, 2009 (no person owns more than 5% of the shares)
by:




•
            each
      executive officer (there are no directors);
and


•
            all
      of the executive officers as a
group.




Beneficial
ownership is determined in accordance with the rules of the SEC and includes
voting or investment power with respect to the securities. Except as indicated
by footnote, and subject to applicable community property laws, the persons
named in the table below have sole voting and investment power with respect to
all shares shown as beneficially owned by them. Percentage of beneficial
ownership is based on 535.6818 shares outstanding at March 19, 2009. Other than
as indicated below, no officer of the Manager or the Fund owns any of the Fund’s
Shares.




21
 Table of Contents




Name of beneficial owner
                    Number
                      of shares
                    PercentRobert
      E. Swanson, President and Chief Executive Officer (1)
                    6.3333
                    1.18%Executive
      officers as a group (1)
                    6.3333
                    1.18%


_____________


(1)
Includes shares owned by Mr. Swanson’s family members and trusts, which he
controls.




ITEM
      13.
            CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE




In
accordance with the LLC Agreement, the Manager is entitled to an annual
management fee, equal to 2.5% of the total shareholder
capital.  During 2007 the Manager revised its policy reducing the
management fee calculation and effective October 1, 2007, the Manager waived its
management fee for the remaining life of the Fund.  Management fees
paid for the year ended December 31, 2007 were $0.9 million. 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 $80 thousand for the year ended December 31, 2008, which were included
in general and administrative expenses.





The
Manager is entitled to receive a 15% interest in the cash distributions made by
the Fund.  For the years ended December 31, 2008 and 2007, the Manager
was paid distributions totaling $37 thousand and $0.6 million,
respectively.





At times,
short-term payables and receivables, which do not bear interest, arise from
transactions with affiliates in the ordinary course of
business.  There were no such amounts outstanding at December 31,
2008.  At December 31, 2007, the Fund owed the Manager $6 thousand
relating to revenue allocations.





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.





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.




ITEM
      14.
            PRINCIPAL ACCOUNTING FEES AND
  SERVICES




The
following table presents fees for services rendered by Deloitte & Touche LLP
for the years ended December 31, 2008 and 2007.




Year
      ended December 31,2008
                                  
                                  
                                  2007(in
      thousands)Audit
      fees (1)
                                  
                                  $
                                  105
                                  
                                  
                                  $
                                  125




_________________________________




(1)
            Fees
      for audit of annual financial statements, reviews of the related quarterly
      financial statements, and reviews of documents filed with the
      SEC.




PART
IV




ITEM
      15.
            EXHIBITS, FINANCIAL STATEMENT
  SCHEDULES




(a)
      (1)
            Financial
      Statements




See
“Index to Financial Statements” set forth on page F-1.




(a)
      (2)
            Financial
      Statement Schedules




None.




22
 Table of Contents




(a)
      (3)Exhibit Number
                            
                            Title of Exhibit
                            
                            Method of Filing3.1
                            
                            Articles
      of Formation of Ridgewood Energy M Fund, LLC dated August 2,
      2004.
                            
                            Incorporated
      by reference to the Fund's Form 10 filed on April 29,
  2005.3.2
                            
                            Limited
      Liability Company Agreement between Ridgewood Energy Corporation and
      Investors of Ridgewood Energy M Fund, LLC dated September 7, 2004
      .
                            
                            Incorporated
      by reference to the Fund's Form 10 filed on April 29,
  2005.10.1
                            
                            Participation
      Agreement between El Paso E&P Company, L.P. and Ridgewood Energy
      Corporation as Manager and LLOG Exploration Offshore, Inc. for South Marsh
      Island Block 213.
                            
                            Incorporated
      by reference to the Fund's Form 10-Q filed on May 15,
  2008.10.2
                            
                            Participation
      Agreement between Helis Oil and Gas Company, L.L.C., Houston Energy, L.P.
      and Ridgewood Energy Corporation as Manager for Whistler
      Project.
                            
                            Incorporated
      by reference to the Fund's Form 10-Q filed on November 4,
      2008.23.1
                            
                            Consent
      of Ryder Scott Company, L.P.
                            
                            Filed
      herewith.31.1
                            
                            Certification
      of Robert E. Swanson, Chief Executive Officer, pursuant to Securities
      Exchange Act Rule 13a-14(a).
                            
                            Filed
      herewith.31.2
                            
                            Certification
      of Kathleen P. McSherry, Chief Financial Officer, pursuant to Securities
      Exchange Act Rule 13a-14(a).
                            
                            Filed
      herewith.32
                            
                            Certifications
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      The Sarbanes-Oxley Act of 2002, signed by Robert E. Swanson, Chief
      Executive Officer of the Company and Kathleen P. McSherry, Chief Financial
      Officer of the Company.
                            
                            Filed
      herewith.








23
 Table of Contents




INDEX TO FINANCIAL STATEMENTS
                  PAGEReport of Independent Registered Public Accounting
      Firm
                  F-2Balance Sheets as of December 31, 2008 and
    2007
                  F-3Statements of Operations for the years ended December 31, 2008
      and 2007
                  F-4Statements of Changes in Members’ Capital for the years ended
      December 31, 2008 and 2007
                  F-5Statements of Cash Flows for the years ended December 31, 2008
      and 2007
                  F-6Notes to Financial Statements
                  F-7Supplementary Financial Information - Information about Oil
      and Gas Producing Activities - Unaudited
                  F-13









F-1
 Table of Contents




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM




To the
Shareholders and Manager of Ridgewood Energy M Fund, LLC:




We have
audited the accompanying balance sheets of Ridgewood Energy M Fund, LLC (the
“Fund”) as of December 31, 2008 and 2007, and the related statements of
operations, changes in members’ capital, and cash flows for the years ended
December 31, 2008 and 2007.  These financial statements are the
responsibility of the Fund's management.  Our responsibility is to express
an opinion on these financial statements based on our audits.




We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  The Fund is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting.  Our audits included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Fund's internal control over
financial reporting.  Accordingly, we express no such opinion.  An
audit also includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.




In our
opinion, such financial statements present fairly, in all material respects, the
financial position of Ridgewood Energy M Fund, LLC as of December 31, 2008 and
2007, and the results of its operations and its cash flows for the years ended
December 31, 2008 and 2007, in conformity with accounting principles generally
accepted in the United States of America.




/s/
Deloitte & Touche LLP




Parsippany,
New Jersey


March 19,
2009




F-2
 Table of Contents




RIDGEWOOD
ENERGY M FUND, LLC


BALANCE SHEETS


(in
thousands, except share data)






December
      31,2008
                                
                                
                                2007ASSETSCurrent
      assets:Cash
      and cash equivalents
                                
                                $
                                3,687
                                
                                
                                $
                                8,163Short-term
      investment in marketable securities
                                
                                
                                -
                                
                                
                                
                                5,075Production
      receivable
                                
                                
                                110
                                
                                
                                
                                119Other
      current assets
                                
                                
                                87
                                
                                
                                
                                99Total
      current assets
                                
                                
                                3,884
                                
                                
                                
                                13,456Salvage
      fund
                                
                                
                                1,139
                                
                                
                                
                                1,111Oil
      and gas properties:Advances
      to operators for working interests and expenditures
                                
                                
                                -
                                
                                
                                
                                66Unproved
      properties
                                
                                
                                1,882
                                
                                
                                
                                7,357Proved
      properties
                                
                                
                                20,346
                                
                                
                                
                                15,033Less:
      accumulated depletion and amortization
                                
                                
                                (7,537
                                )
                                
                                
                                (7,909
                                )Total
      oil and gas properties, net
                                
                                
                                14,691
                                
                                
                                
                                14,547Total
      assets
                                
                                $
                                19,714
                                
                                
                                $
                                29,114LIABILITIES
      AND MEMBERS' CAPITALCurrent
      liabilities:Due
      to operators
                                
                                $
                                1,337
                                
                                
                                $
                                1,367Accrued
      expenses
                                
                                
                                50
                                
                                
                                
                                137Total
      current liabilities
                                
                                
                                1,387
                                
                                
                                
                                1,504Asset
      retirement obligations
                                
                                
                                1,651
                                
                                
                                
                                476Total
      liabilities
                                
                                
                                3,038
                                
                                
                                
                                1,980Commitments
      and contingencies (Note 8)Members'
      capital:Manager:Distributions
                                
                                
                                (1,439
                                )
                                
                                
                                (1,402
                                )(Accumulated
      deficit)/retained earnings
                                
                                
                                (28
                                )
                                
                                
                                97Manager's
      total
                                
                                
                                (1,467
                                )
                                
                                
                                (1,305
                                )Shareholders:Capital
      contributions (834 shares authorized;
                                  535.6818
      issued and  outstanding)
                                
                                
                                78,887
                                
                                
                                
                                78,887Syndication
      costs
                                
                                
                                (8,597
                                )
                                
                                
                                (8,597
                                )Distributions
                                
                                
                                (8,152
                                )
                                
                                
                                (7,945
                                )Accumulated
      deficit
                                
                                
                                (43,995
                                )
                                
                                
                                (33,906
                                )Shareholders'
      total
                                
                                
                                18,143
                                
                                
                                
                                28,439Total
      members' capital
                                
                                
                                16,676
                                
                                
                                
                                27,134Total
      liabilities and members' capital
                                
                                $
                                19,714
                                
                                
                                $
                                29,114






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




F-3
 Table of Contents




RIDGEWOOD
ENERGY M FUND, LLC


STATEMENTS OF OPERATIONS


(in
thousands, except per share data)




Year
      ended December 31,2008
                        
                        
                        2007RevenueOil
      and gas revenue
                        
                        $
                        1,369
                        
                        
                        $
                        3,389ExpensesDepletion
      and amortization
                        
                        
                        732
                        
                        
                        
                        1,086Dry-hole
      costs
                        
                        
                        1,700
                        
                        
                        
                        705Impairment
      of proved properties, net
                        
                        
                        7,688
                        
                        
                        
                        16,282Management
      fees to affiliate (Note 6)
                        
                        
                        -
                        
                        
                        
                        914Workover
      expenses
                        
                        
                        909
                        
                        
                        
                        522Operating
      expenses
                        
                        
                        246
                        
                        
                        
                        319General
      and administrative expenses
                        
                        
                        489
                        
                        
                        
                        652Total
      expenses
                        
                        
                        11,764
                        
                        
                        
                        20,480Loss
      from operations
                        
                        
                        (10,395
                        )
                        
                        
                        (17,091
                        )Other
      incomeInterest
      income
                        
                        
                        181
                        
                        
                        
                        933Net
      loss
                        
                        $
                        (10,214
                        )
                        
                        $
                        (16,158
                        )Manager
      InterestNet
      loss
                        
                        $
                        (125
                        )
                        
                        $
                        (8
                        )Shareholder
      InterestNet
      loss
                        
                        $
                        (10,089
                        )
                        
                        $
                        (16,150
                        )Net
      loss per share
                        
                        $
                        (18,834
                        )
                        
                        $
                        (30,148
                        )









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




F-4
 Table of Contents




RIDGEWOOD
ENERGY M FUND, LLC


STATEMENTS
OF CHANGES IN MEMBERS’ CAPITAL


(in
thousands, except share data)




#
      of Shares
                  
                  
                  Manager
                  
                  
                  Shareholders
                  
                  
                  TotalBalances,
      December 31, 2006
                  
                  
                  535.6818
                  
                  
                  $
                  (732
                  )
                  
                  $
                  47,792
                  
                  
                  $
                  47,060Distributions
                  
                  
                  -
                  
                  
                  
                  (565
                  )
                  
                  
                  (3,203
                  )
                  
                  
                  (3,768
                  )Net
      loss
                  
                  
                  -
                  
                  
                  
                  (8
                  )
                  
                  
                  (16,150
                  )
                  
                  
                  (16,158
                  )Balances,
      December 31, 2007
                  
                  
                  535.6818
                  
                  
                  
                  (1,305
                  )
                  
                  
                  28,439
                  
                  
                  
                  27,134Distributions
                  
                  
                  -
                  
                  
                  
                  (37
                  )
                  
                  
                  (207
                  )
                  
                  
                  (244
                  )Net
      loss
                  
                  
                  -
                  
                  
                  
                  (125
                  )
                  
                  
                  (10,089
                  )
                  
                  
                  (10,214
                  )Balances,
      December 31, 2008
                  
                  
                  535.6818
                  
                  
                  $
                  (1,467
                  )
                  
                  $
                  18,143
                  
                  
                  $
                  16,676








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




F-5
 Table of Contents




RIDGEWOOD
ENERGY M FUND, LLC


STATEMENTS OF CASH FLOWS


(in
thousands)




Year
      ended December 31,2008
                  
                  
                  2007Cash
      flows from operating activitiesNet
      loss
                  
                  $
                  (10,214
                  )
                  
                  $
                  (16,158
                  )Adjustments
      to reconcile net loss to net cash (used in) provided by operating
      activities:Depletion
      and amortization
                  
                  
                  732
                  
                  
                  
                  1,086Dry-hole
      costs
                  
                  
                  1,700
                  
                  
                  
                  705Impairment
      of proved properties
                  
                  
                  7,688
                  
                  
                  
                  16,282Settlement
      of asset retirement obligation
                  
                  
                  (35
                  )
                  
                  
                  -Accretion
      expense
                  
                  
                  16
                  
                  
                  
                  13Interest
      earned on marketable securities
                  
                  
                  (36
                  )
                  
                  
                  (384
                  )Changes
      in assets and liabilities:Decrease
      in production receivable
                  
                  
                  9
                  
                  
                  
                  374Decrease
      (increase) in other current assets
                  
                  
                  9
                  
                  
                  
                  (74
                  )Increase
      (decrease) in due to operators
                  
                  
                  27
                  
                  
                  
                  (101
                  )Decrease
      in accrued expenses
                  
                  
                  (87
                  )
                  
                  
                  (18
                  )Net
      cash (used in) provided by operating activities
                  
                  
                  (191
                  )
                  
                  
                  1,725Cash
      flows from investing activitiesPayments
      to operators for working interests and expenditures
                  
                  
                  -
                  
                  
                  
                  (66
                  )Capital
      expenditures for oil and gas properties
                  
                  
                  (9,124
                  )
                  
                  
                  (8,358
                  )Proceeds
      from insurance receivable
                  
                  
                  -
                  
                  
                  
                  208Interest
      reinvested in salvage fund
                  
                  
                  (28
                  )
                  
                  
                  (51
                  )Proceeds
      from the maturity of marketable securities
                  
                  
                  5,111
                  
                  
                  
                  24,704Investment
      in marketable securities
                  
                  
                  -
                  
                  
                  
                  (13,739
                  )Net
      cash (used in) provided by investing activities
                  
                  
                  (4,041
                  )
                  
                  
                  2,698Cash
      flows from financing activitiesDistributions
                  
                  
                  (244
                  )
                  
                  
                  (3,768
                  )Net
      cash used in financing activities
                  
                  
                  (244
                  )
                  
                  
                  (3,768
                  )Net
      (decrease) increase in cash and cash equivalents
                  
                  
                  (4,476
                  )
                  
                  
                  655Cash
      and cash equivalents, beginning of year
                  
                  
                  8,163
                  
                  
                  
                  7,508Cash
      and cash equivalents, end of year
                  
                  $
                  3,687
                  
                  
                  $
                  8,163Supplemental
      schedule of non-cash investing activitiesAdvances
      used for capital expenditures in oil and gas
                    properties
      reclassified to proved properties
                  
                  $
                  66
                  
                  
                  $
                  -








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




F-6
 Table of Contents




RIDGEWOOD
ENERGY M FUND, LLC


NOTES TO FINANCIAL STATEMENTS




1.  Organization
and Purpose




The
Ridgewood Energy M Fund, LLC (the “Fund”), a Delaware limited liability company,
was formed on August 2, 2004 and operates  pursuant to a limited
liability company agreement (the “LLC agreement”) dated September 7, 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 outside 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




Use
of Estimates


The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America (“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 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 December 31, 2008 and 2007,
bank balances, inclusive of the salvage fund, exceeded federally insured limits
by $3.3 million and $8.0 million, respectively.  At December 31, 2008,
$3.3 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 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.





Investments
in Marketable Securities


At times
the Fund may invest in U.S. Treasury bills and notes. These investments are
considered short-term when their maturities are greater than three months and
one year or less and long-term when their maturities are in excess of one
year.  The Fund currently has short-term investments that are
classified as held-to-maturity.  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.  At December 31, 2007, the Fund had short-term held-to-maturity
investments totaling $5.1 million which matured in January and February
2008.  At December 31, 2008, the Fund had no short-term investments in
marketable securities.





For all
investments, interest income is accrued as earned and amortization of premium or
discount, if any, is included in interest income.




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
December 31, 2008, the Fund had held-to-maturity investments within its salvage
fund totaling $1.1 million, which mature in February 2012.




F-7
 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
December 31, 2008 and 2007 amounts recorded in due to operators totaling $1.3
million and $1.4 million, respectively, 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 years ended December 31, 2008
and 2007.




2008
                                            
                                            
                                            2007(in
      thousands)Balance,
      January 1,
                                            
                                            $
                                            476
                                            
                                            
                                            $
                                            225Liabilities
      incurred
                                            
                                            
                                            770
                                            
                                            
                                            
                                            222Liabilities
      settled
                                            
                                            
                                            (35
                                            )
                                            
                                            
                                            -Accretion
      expense
                                            
                                            
                                            16
                                            
                                            
                                            
                                            13Revision
      to prior estimate
                                            
                                            
                                            424
                                            
                                            
                                            
                                            16Balance,
      December 31,
                                            
                                            $
                                            1,651
                                            
                                            
                                            $
                                            476





As
indicated above, the Fund maintains a salvage fund to provide for the funding of
future asset retirement obligations.





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.




F-8
 Table of Contents




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.





As of
December 31, 2008 and 2007, 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 years ended December 31, 2008
and 2007, the Fund recorded impairments of $7.7 million and $16.3 million,
respectively, due to lower oil and gas commodity prices, a reduction in the
Fund’s estimates of proved oil and gas reserves, and the Fund’s determination
that two of its properties, West Cameron 77 and Eugene Island 364 were fully
depleted, as their remaining reserves were no longer commercially
recoverable.





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 Securities and Exchange Commission (“SEC”) announced final
approval of new requirements for reporting oil and gas reserves.  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 new rule is expected to
be effective for fiscal years ending on or after December 31,
2009.  The Fund had not yet evaluated the effects of these new
requirements on its financial statements and disclosures.





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 SEC’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.




F-9
 Table of Contents




In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities” (“SFAS No. 159”), which permits
entities to measure many financial instruments and certain other items at fair
value that are not currently required to be measured at fair value. An entity
would report unrealized gains and losses on items for which the fair value
option has been elected in earnings at each subsequent reporting date. The
objective is to improve financial reporting by providing entities with the
opportunity to mitigate volatility in reported earnings caused by measuring
related assets and liabilities differently without having to apply complex hedge
accounting provisions. The decision about whether to elect the fair value option
(i) is applied instrument by instrument, with a few exceptions; (ii) is
irrevocable; and (iii) is applied only to entire instruments and not to portions
of instruments. The statement requires disclosures that facilitate comparisons
(a) between entities that choose different measurement attributes for similar
assets and liabilities and (b) between assets and liabilities in the financial
statements of an entity that selects different measurement attributes for
similar assets and liabilities. SFAS No. 159 is effective for financial
statements issued for fiscal years beginning after November 15,
2007.  The Fund did not elect to measure existing assets and
liabilities at fair value on the date of adoption.





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 assessing the reserves.





At
December 31, 2008, the Fund had one property, South Marsh Island 111, with
capitalized expenditures in excess of one year totaling $1.9
million.  Production commenced for this well during the first quarter
of 2009.  The following table reflects the net changes in unproved
properties for the years ended December 31, 2008 and 2007.






2008
                                
                                
                                2007(in
      thousands)Balance,
      January 1,
                                
                                $
                                7,357
                                
                                
                                $
                                5,355Additions
      to capitalized exploratory well costs pending the
                                  determination
      of proved reserves
                                
                                
                                6,940
                                
                                
                                
                                7,960Reclassification
      to proved properties based on the
                                  determination
      of proved reserves
                                
                                
                                (12,415
                                )
                                
                                
                                (5,958
                                )Capitalized
      exploratory well costs charged to dry-hole costs
                                
                                
                                -
                                
                                
                                
                                -Balance,
      December 31,
                                
                                $
                                1,882
                                
                                
                                $
                                7,357


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 years ended December 31, 2008 and 2007,
the Fund received credits on certain wells from their respective operators upon
reviews and audits of the wells costs.  Dry-hole costs, inclusive of
credits, are detailed in the table below.




F-10
 Table of Contents


Year
      ended December 31,Lease
      Block
                                          
                                          2008
                                          
                                          
                                          2007(in
      thousands)South
      Marsh Island 213
                                          
                                          $
                                          1,688
                                          
                                          
                                          $
                                          -Ship
      Shoal 81
                                          
                                          
                                          9
                                          
                                          
                                          
                                          615Main
      Pass 155
                                          
                                          
                                          -
                                          
                                          
                                          
                                          96Other
      wells
                                          
                                          
                                          3
                                          
                                          
                                          
                                          (6
                                          )$
                                          1,700
                                          
                                          
                                          $
                                          705


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 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.





During
the year ended December 31, 2008 Manager and Shareholder distributions totaled
$37 thousand and $0.2 million, respectively.  During the year ended
December 31, 2007, Manager and Shareholder distributions totaled $0.6 million
and $3.2 million, respectively.




6.  Related
Parties




During
2007, the Manager revised its policy reducing the management fee calculation and
effective October 1, 2007, the Manager waived its management fee for the
remaining life of the Fund.  Management fees paid during year ended
December 31, 2007, prior to October 1, 2007 were $0.9 million.  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 $80 thousand for the year ended
December 31, 2008, which were included in general and administrative
expenses.





At times,
short-term payables and receivables, which do not bear interest, arise from
transactions with affiliates in the ordinary course of business.  At
December 31, 2008 there were no such amounts outstanding.  At December
31, 2007, the Fund owed affiliates $6 thousand related to revenue allocations,
which was included in accrued expenses.





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




At
December 31, 2008 and 2007, cash and cash equivalents, short-term investments in
marketable securities, production receivable, salvage fund and accrued expenses
approximate 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 December 31, 2008, the Fund had committed to spend an additional
$2.0 million related to its investment properties.




F-11
 Table of Contents




Environmental
Considerations


The
exploration for and development of oil and natural gas involves the extraction,
production and transportation of materials which, under certain conditions, can
be hazardous or cause environmental pollution problems. The Manager and the
operators 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 natural gas industry.  However, due to the
significant public and governmental interest in environmental matters related to
those activities, the Manager cannot predict the effects of possible future
legislation, rule changes, or governmental or private claims.  At
December 31, 2008 and 2007, 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 managed by the Manager can reduce or eliminate insurance for the
Fund.




During
March 2005 while drilling the West Cameron 77 well, BHP Billiton Petroleum
(Americas) Inc., the operator, encountered mechanical problems which required a
sidetrack. In accordance with the Fund's control of well insurance, the Fund
filed a claim for the recovery of costs related to the incident. The Fund
received insurance proceeds of $0.2 million for the year ended December 31,
2007.




F-12
 Table of Contents




Ridgewood
Energy M Fund, LLC


Supplementary Financial Information


Information
about Oil and Gas Producing Activities - Unaudited





In
accordance with Statement of Financial Accounting Standards No. 69, “Disclosures
about Oil and Gas Producing Activities,” this section provides supplemental
information on oil and gas exploration and producing activities of the Fund. The
Fund is engaged solely in oil and gas activities, all of which are currently
located in the United States offshore waters of Louisiana in the Gulf of
Mexico.




Table
      I - Capitalized Costs Relating to Oil and Gas Producing
      ActivitiesDecember
      31,2008
                              
                              
                              2007(in
      thousands)Advances
      to operators for working interests and expenditures
                              
                              $
                              -
                              
                              
                              $
                              66Unproved
      properties
                              
                              
                              1,882
                              
                              
                              
                              7,357Proved
      properties
                              
                              
                              20,346
                              
                              
                              
                              15,033Total
      oil and gas properties
                              
                              
                              22,228
                              
                              
                              
                              22,456Accumulated
      depletion and amortization
                              
                              
                              (7,537
                              )
                              
                              
                              (7,909
                              )Oil
      and gas properties, net
                              
                              $
                              14,691
                              
                              
                              $
                              14,547






Table
      II - Costs Incurred in Oil and Gas Property Acquisition, Exploration, and
      Development Activities




Year
      ended December 31,2008
                            
                            
                            2007(in
      thousands)Exploratory
      drilling costs - capitalized
                            
                            $
                            6,322
                            
                            
                            $
                            8,513Developmental
      drilling costs- capitalized
                            
                            
                            2,713
                            
                            
                            
                            -Exploratory
      drilling costs - expensed
                            
                            
                            1,700
                            
                            
                            
                            705Geological
      costs
                            
                            
                            75
                            
                            
                            
                            74$
                            10,810
                            
                            
                            $
                            9,292




F-13
 Table of Contents




Table
      III - Reserve Quantity InformationOil
      and gas reserves of the Fund have been estimated by an independent
      petroleum engineer, Ryder Scott Company, L.P., at December 31,
      2008.  At December 31, 2008, the Fund had one non-producing
      property for which reserve data is based upon internal
      estimates.  These reserve disclosures have been prepared in
      compliance with the Securities and Exchange Commission
      rules.   Due to inherent uncertainties and the limited
      nature of recovery data, estimates of reserve information are subject to
      change as additional information becomes
  available.




December
      31, 2008
                                                          
                                                          
                                                          December
      31, 2007United
      StatesOil
      (BBLS)
                                                          
                                                          
                                                          Gas
      (MCF)
                                                          
                                                          
                                                          Oil
      (BBLS)
                                                          
                                                          
                                                          Gas
      (MCF)Proved
      developed and undeveloped reserves:Beginning
      of year
                                                          
                                                          
                                                          36,699
                                                          
                                                          
                                                          
                                                          2,718,400
                                                          
                                                          
                                                          
                                                          597,253
                                                          
                                                          
                                                          
                                                          8,080,273Discoveries
                                                          
                                                          
                                                          66,053
                                                          
                                                          
                                                          
                                                          1,392,012
                                                          
                                                          
                                                          
                                                          32
                                                          
                                                          
                                                          
                                                          185,493Revisions
      of previous estimates
                                                          
                                                          
                                                          (36,443
                                                          )
                                                          
                                                          
                                                          (2,597,673
                                                          )
                                                          
                                                          
                                                          (555,720
                                                          )
                                                          
                                                          
                                                          (5,136,496
                                                          )Production
                                                          
                                                          
                                                          (4,399
                                                          )
                                                          
                                                          
                                                          (111,156
                                                          )
                                                          
                                                          
                                                          (4,866
                                                          )
                                                          
                                                          
                                                          (410,870
                                                          )End
      of year
                                                          
                                                          
                                                          61,910
                                                          
                                                          
                                                          
                                                          1,401,583
                                                          
                                                          
                                                          
                                                          36,699
                                                          
                                                          
                                                          
                                                          2,718,400Proved
      developed reserves:Beginning
      of year
                                                          
                                                          
                                                          26,848
                                                          
                                                          
                                                          
                                                          1,960,400
                                                          
                                                          
                                                          
                                                          42,895
                                                          
                                                          
                                                          
                                                          2,797,567Discoveries
                                                          
                                                          
                                                          66,053
                                                          
                                                          
                                                          
                                                          836,012
                                                          
                                                          
                                                          
                                                          32
                                                          
                                                          
                                                          
                                                          185,493Revisions
      of previous estimates
                                                          
                                                          
                                                          (26,592
                                                          )
                                                          
                                                          
                                                          (1,839,673
                                                          )
                                                          
                                                          
                                                          (11,213
                                                          )
                                                          
                                                          
                                                          (611,790
                                                          )Production
                                                          
                                                          
                                                          (4,399
                                                          )
                                                          
                                                          
                                                          (111,156
                                                          )
                                                          
                                                          
                                                          (4,866
                                                          )
                                                          
                                                          
                                                          (410,870
                                                          )End
      of year
                                                          
                                                          
                                                          61,910
                                                          
                                                          
                                                          
                                                          845,583
                                                          
                                                          
                                                          
                                                          26,848
                                                          
                                                          
                                                          
                                                          1,960,400




Table
      IV - Standardized Measure of Discounted Future Net Cash Flows Relating to
      Proved Oil and Gas Reserve QuantitiesSummarized
      in the following table is information for the Fund with respect to the
      standardized measure of discounted future net cash flows relating to
      proved oil and gas reserves.  Future cash inflows are computed
      by applying year-end prices of oil and gas relating to the Fund's proved
      reserves to the year-end quantities of those reserves.  Future
      production and development costs are derived based on current costs
      assuming continuation of existing economic
  conditions.




December
      31,2008
                                  
                                  
                                  2007(in
      thousands)Future
      estimated revenues
                                  
                                  $
                                  10,825
                                  
                                  
                                  $
                                  23,691Future
      estimated production costs
                                  
                                  
                                  (1,038
                                  )
                                  
                                  
                                  (1,860
                                  )Future
      estimated development costs
                                  
                                  
                                  (1,985
                                  )
                                  
                                  
                                  (2,944
                                  )Future
      net cash flows
                                  
                                  
                                  7,802
                                  
                                  
                                  
                                  18,88710%
      annual discount for estimated timing of cash flows
                                  
                                  
                                  (1,063
                                  )
                                  
                                  
                                  (3,338
                                  )Standardized
      measure of discounted future estimated net cash flows
                                  
                                  $
                                  6,739
                                  
                                  
                                  $
                                  15,549




F-14
 Table of Contents




Table
      V - Changes in the Standardized Measure of Discounted Future Net Cash
      Flows Relating to Proved Oil and Gas Reserve QuantitiesThe
      changes in present values between years, which can be significant, reflect
      changes in estimated proved reserve quantities and prices and assumptions
      used in forecasting production volumes and
  costs.




Year
      ended December 31,2008
                                      
                                      
                                      2007(in
      thousands)Standardized
      measure beginning of the year
                                      
                                      $
                                      15,549
                                      
                                      
                                      $
                                      49,658Sales
      of oil and gas production, net of production costs
                                      
                                      
                                      (1,214
                                      )
                                      
                                      
                                      (2,635
                                      )Net
      changes in prices and production costs
                                      
                                      
                                      3,200
                                      
                                      
                                      
                                      7,453Extensions,
      discoveries, and improvedrecovery
      and techniques, less related costs
                                      
                                      
                                      7,113
                                      
                                      
                                      
                                      1,022Development
      costs incurred during the period
                                      
                                      
                                      -
                                      
                                      
                                      
                                      4,273Revisions
      of previous reserve quantities estimate
                                      
                                      
                                      (18,571
                                      )
                                      
                                      
                                      (62,926
                                      )Accretion
      of discount
                                      
                                      
                                      1,555
                                      
                                      
                                      
                                      1,323Timing
      and other
                                      
                                      
                                      (893
                                      )
                                      
                                      
                                      17,381Standardized
      measure end of the year
                                      
                                      $
                                      6,739
                                      
                                      
                                      $
                                      15,549






It is
necessary to emphasize that the data presented should not be viewed as
representing the expected cash flow from, or current value of, existing proved
reserves as the computations are based on a large number of
estimates.  Reserve quantities cannot be measured with precision and
their estimation requires many judgmental determinations and frequent
revisions.  The required projection of production and related
expenditures over time requires further estimates with respect to pipeline
availability, rates and governmental control.  Actual future prices
and costs are likely to be substantially different from the current price and
cost estimates utilized in the computation of reported amounts.  Any
analysis or evaluation of the reported amounts should give specific recognition
to the computational methods utilized and the limitation inherent
therein.




F-15
 Table of Contents




SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.




RIDGEWOOD
      ENERGY M FUND, LLCDate:
      March 19, 2009
            By:
            /s/
      ROBERT E. SWANSONRobert
      E. SwansonChief
      Executive Officer(Principal
      Executive Officer)




Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.




Signature
                    Capacity
                    DateDate:
      March 19, 2009/s/
      ROBERT E. SWANSON
                    Chief
      Executive Officer (Principal Executive Officer)Robert
      E. Swanson/s/
      KATHLEEN P. MCSHERRY
                    Executive
      Vice President and Chief Financial Officer (Principal Financial and
      Accounting Officer)
                    Date:
      March 19, 2009Kathleen
      P. McSherryRIDGEWOOD
      ENERGY CORPORATION/s/
      ROBERT E. SWANSON
                    Chief
      Executive Officer of the Manager
                    Date:
      March 19, 2009Robert
      E. Swanson