UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   FORM 10-Q/A
                                 Amendment No. 1



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


                                       or

 |_|     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         For the transition period from __________________to____________________



                        Commission File Number 000-51268


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


                   Delaware                                13-4285167
       (State or other jurisdiction of                  (I.R.S. Employer
        incorporation or organization)                 Identification No.)


                  1314 King Street, Wilmington, Delaware 19801
               (Address of principal executive offices) (Zip code)


                                 (302) 888-7444
              (Registrant's telephone number, including area code)


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


Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one) :

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

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


As of April 5, 2007 there were 535.6818 shares of membership interest of the
registrant outstanding.



<PAGE>


Explanatory Paragraph

This Amendment No. 1 on Form 10-Q/A (the "Form 10-Q/A") to the Ridgewood Energy
M Fund, LLC (the "Fund") Form 10-Q (the "Original Filing") originally filed with
the Securities and Exchange Commission (the "SEC") on May 15, 2006, is a result
of the restatement of our financial statements as of and for the period ended
March 31, 2006 and for the period August 2, 2004 (Inception) through March 31,
2006.

We are restating our previously reported financial information for these periods
to correct for the following: (1) misclassifications of proved properties, (2)
erroneous calculation of casualty loss, (3) under accrual of dry-hole costs, and
(4) recording of asset retirement obligations, related accretion expense and
interest income. In addition, our statements of cashflows have been restated for
misclassifications of investing activities as operating activities.

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

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





                                       2
<PAGE>

                                              Table of Contents


<TABLE>
<CAPTION>
Part I - FINANCIAL INFORMATION                                                                                         Page
<S>                                                                                                                     <C>
     Item 1.  Financial Statements (Unaudited):
      Condensed Balance Sheets as of March 31, 2006 (restated) and December 31, 2005 .....................................4
      Condensed Statements of Operations for the three months ended March 31, 2006 (restated) and 2005
       and for the Period August 2, 2004 (Inception) through March 31, 2006 (restated) ...................................5
      Condensed Statements of Cash Flows for the three months ended March 31, 2006 (restated) and 2005
       and for the Period August 2, 2004 (Inception) through March 31, 2006 (restated) ...................................6
      Notes to Unaudited Condensed Financial Statements ..................................................................7
     Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations .....................23
     Item 3.  Quantitative and Qualitative Disclosures About Market Risk ................................................31
     Item 4.  Controls and Procedures ...................................................................................31

Part II - OTHER INFORMATION

     Item 6.  Exhibits ..................................................................................................34

     SIGNATURES .........................................................................................................35
</TABLE>



                                       3
<PAGE>

                          RIDGEWOOD ENERGY M FUND, LLC
                        (An exploratory stage enterprise)
                             CONDENSED BALANCE SHEET
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                        March 31, 2006       December 31, 2005
                                                        --------------       -----------------
                                                           (Restated -
                                                           see note 9)
                                     ASSETS
<S>                                                       <C>                     <C>
Current assets:
   Cash and cash equivalents                              $ 28,758,387            $ 43,453,700
   Short-term investment in marketable securities           15,096,781                      --
   Insurance receivable                                             --               1,235,351
   Prepaid expenses                                             14,134                  24,730
                                                          ------------            ------------
    Total current assets                                    43,869,302              44,713,781
                                                          ------------            ------------
Salvage fund                                                 1,023,627               1,013,612
                                                          ------------            ------------
Oil and gas properties
   Advances to operators for working interests
     and expenditures                                              --                4,365,943
   Proved properties                                         7,845,021               7,052,187
   Unproved properties                                         200,490                 464,748
                                                          ------------            ------------
    Total oil and gas properties                             8,045,511              11,882,878
                                                          ------------            ------------
    Total assets                                          $ 52,938,440            $ 57,610,271
                                                          ============            ============

                        LIABILITIES AND MEMBERS' CAPITAL
Current liabilities:
   Due to operators                                       $  1,897,733            $    477,117
   Accrued expenses payable                                    113,727                  44,671
   Due to affiliate (Note 6)                                     4,195                      --
                                                          ------------            ------------
    Total current liabilities                                2,015,655                 521,788
                                                          ------------            ------------

Non-current liabilities:
   Asset retirement obligations                                132,584                  23,145
                                                          ------------            ------------
    Total non-current liabilities                              132,584                  23,145
                                                          ------------            ------------
   Total liabilities                                         2,148,239                 544,933
                                                          ------------            ------------

Commitments and contingencies (Note 8)
Members' capital:
   Manager:
    Accumulated deficit                                       (616,599)               (478,483)
                                                          ------------            ------------
    Manager's total                                           (616,599)               (478,483)
                                                          ------------            ------------
   Shareholders:
    Capital contributions, and syndication costs
    (834 shares authorized; 535.6818 issued and
    outstanding)                                            78,886,679              78,886,679
    Syndication costs                                       (8,596,612)             (8,596,612)
    Deficit accumulated during the exploratory stage       (18,883,267)            (12,746,246)
                                                          ------------            ------------
    Shareholders' total                                     51,406,800              57,543,821
                                                          ------------            ------------
    Total members' capital                                  50,790,201              57,065,338
                                                          ------------            ------------
    Total liabilities and members' capital                $ 52,938,440            $ 57,610,271
                                                          ============            ============

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


                                       4
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                              For the period
                                                For the three          For the three          August 2, 2004
                                                 months ended           months ended       (Inception) through
                                                March 31, 2006         March 31, 2005         March 31, 2006
                                                --------------         --------------         --------------
                                                  (Restated -                                   (Restated -
                                                  see note 9)                                   see note 9)
<S>                                              <C>                    <C>                    <C>
Revenues
     Oil and gas revenues                        $          -           $          -           $          -
                                                 ------------           ------------           ------------
Expenses
   Dry hole costs                                   6,156,515                      -             14,101,920
   Accretion expense                                      259                                           345
   Geological costs                                         -                      -                221,586
   Investment fees to affiliate (Note 6)                    -                      -              3,583,985
   Management fees to affiliate (Note 6)              493,044                502,429              2,946,564
   Other general and administrative expenses           47,276                 21,072                320,483
   Casualty loss                                            -                 72,700                109,900
                                                 ------------           ------------           ------------
     Total expenses                                 6,697,094                596,201             21,284,783
                                                 ------------           ------------           ------------
     Loss from operations                          (6,697,094)              (596,201)           (21,284,783)

Other income
   Interest income                                    421,957                169,034              1,784,917
                                                 ------------           ------------           ------------
     Total other income                               421,957                169,034              1,784,917
     Net loss                                    $ (6,275,137)          $   (427,167)          $(19,499,866)
                                                 ============           ============           ============
     Manager - Net loss                          $   (138,116)          $    (42,056)          $   (616,599)
     Shareholders - Net loss                     $ (6,137,021)          $   (385,111)          $(18,883,267)
     Net loss per share                          $    (11,456)          $       (719)          $    (35,251)

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


                                       5
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                                    For the period
                                                                                For the Three     For the Three    August 2, 2004
                                                                                 Months Ended      Months Ended  (Inception) through
                                                                                March 31, 2006    March 31, 2005   March 31, 2006
                                                                                --------------    --------------   --------------
                                                                                  (Restated -                         (Restated -
                                                                                   see note 9)                        see note 9)
<S>                                                                              <C>               <C>               <C>
Cash flows from operating activities
   Net loss                                                                      $ (6,275,137)     $   (427,167)     $(19,499,866)
   Adjustments to reconcile net loss to net cash
      used in operating activities
     Dry hole costs                                                                 6,156,515                 -        14,101,920
     Accretion expense                                                                    259                 -               345
     Interest earned on marketable securities                                         (96,827)                -           (96,827)
     Changes in assets and liabilities
      Decrease (increase) in prepaid expenses                                          10,596            15,005           (14,134)
      Increase (decrease) in accrued expenses payable                                  69,056           (11,091)          113,727
      Increase (decrease) in due to affiliate                                           4,195          (213,876)            4,195
      Increase in due to operators                                                          -            72,700                 -
                                                                                 ------------      ------------      ------------
      Net cash used in operating activities                                          (131,343)         (564,429)       (5,390,640)
                                                                                 ------------      ------------      ------------
Cash flows from investing activities
   Capital expenditures for oil and gas properties                                   (789,352)         (953,279)      (20,117,459)
   Proceeds from insurance receivable                                               1,235,351                 -                 -
   Funding of salvage fund                                                                  -                 -        (1,000,000)
   Interest income reinvested - salvage fund                                          (10,015)                -           (23,627)
   Investment in marketable securities                                            (14,999,954)                -       (14,999,954)
                                                                                 ------------      ------------      ------------
     Net cash used in investing activities                                        (14,563,970)         (953,279)      (36,141,040)
                                                                                 ------------      ------------      ------------
Cash flows from financing activities
   Contributions from shareholders, net of subscription receivable                          -                 -        78,886,679
   Syndication costs paid                                                                   -          (560,218)       (8,596,612)
   Return of shareholder's capital contribution                                             -          (127,000)                -
   Collection of subscription receivable                                                    -           680,000                 -
   Syndication costs recovered                                                              -            58,190                 -
                                                                                 ------------      ------------      ------------
     Net cash provided by financing activities                                              -            50,972        70,290,067
                                                                                 ------------      ------------      ------------
      Net (decrease) increase in cash and cash equivalents                        (14,695,313)       (1,466,736)       28,758,387
      Cash and cash equivalents, beginning of period                               43,453,700        62,461,036
                                                                                 ------------      ------------      ------------
      Cash and cash equivalents, end of period                                   $ 28,758,387      $ 60,994,300      $ 28,758,387
                                                                                 ============      ============      ============
Supplemental schedule of noncash investing activities
      Advances used for capital expenditures in oil and gas properties
      reclassified to dry hole costs                                             $  4,365,943      $          -      $          -
                                                                                 ============      ============      ============

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


                                       6
<PAGE>

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


1.   Organization and Purpose

The Ridgewood Energy M Fund, LLC ("Fund"), a Delaware limited liability company,
was formed on August 2, 2004 and operates pursuant to a limited liability
company agreement ("LLC Agreement") dated as of September 7, 2004 by and among
Ridgewood Energy Corporation ("Manager") and the shareholders of the Fund.
Although the date of formation is August 2, 2004, the Fund did not begin
operations until September 7, 2004 when it began its private offering of shares.

The Fund was organized to acquire, drill, construct and develop oil and natural
gas properties located in the United States offshore waters of Texas, Louisiana,
and Alabama in the Gulf of Mexico. The Fund has devoted most of its efforts to
raising capital and oil and natural gas exploration activities.

The Manager performs (or arranges for the performance of) the management,
administrative and advisory services required for Fund operations. Such services
include, without limitation, the administration of shareholder accounts,
shareholder relations and the preparation, review and dissemination of tax and
other financial information. In addition, the Manager provides office space,
equipment and facilities and other services necessary for Fund operations. The
Manager also engages and manages the contractual relations with outside
custodians, depositories, accountants, attorneys, broker-dealers, corporate
fiduciaries, insurers, banks and others as required (Notes 2, 5 and 6).

2.   Summary of Significant Accounting Policies

     Basis of presentation

These unaudited interim condensed financial statements have been prepared by the
Fund's management, in accordance with accounting principles generally accepted
in the United States of America ("GAAP") and in the opinion of management,
contain all adjustments (consisting of only normal recurring adjustments)
necessary to present fairly the Fund's financial position, results of operations
and cash flows for the periods presented. Certain information and note
disclosures normally included in annual financial statements prepared in
accordance with GAAP have been omitted in these unaudited interim condensed
financial statements. The results of operations, financial position, and cash
flows for the periods presented herein are not necessarily indicative of future
financial results. These unaudited interim condensed financial statements should
be read in conjunction with the annual financial statements and the notes
thereto for the period ended December 31, 2005 included in the Fund's 2005
Annual Report on Form 10-K/A filed with the Securities and Exchange Commission
("SEC").


                                       7
<PAGE>

     Exploratory Stage Enterprise

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

     Use of Estimates

The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities as of
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. On an ongoing basis, the Manager reviews
its estimates, including those related to amounts advanced to and billed by
operators, determination of proved reserves, impairment allowances and
environmental liabilities. Actual results may differ from those estimates.

     Advances to Operators for Working Interests and Expenditures

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

     Oil and natural gas properties

Investments in oil and natural gas properties are operated by unaffiliated
entities ("Operators") who are responsible for drilling, administering and
producing activities pursuant to the terms of the applicable operating
agreements with working interest owners. The Fund's portion of exploration,
drilling, operating and capital equipment expenditures relating to the wells are
advanced and billed by Operators through authorization for expenditures.

The successful efforts method of accounting for oil and natural gas producing
activities is followed. Acquisition costs are capitalized when incurred. Other
oil and natural gas exploration costs, excluding the costs of drilling
exploratory wells, are charged to expense as incurred. The costs of drilling
exploratory wells are capitalized pending the determination of whether the wells
have discovered proved commercial reserves. If proved commercial reserves have
not been found, exploratory drilling costs are expensed to dry-hole expense.
Costs to develop proved reserves, including the costs of all development wells
and related facilities and equipment used in the production of crude oil and
natural gas, are capitalized. Expenditures for ongoing repairs and maintenance
of producing properties are expensed as incurred.


                                       8
<PAGE>

Upon the sale or retirement of a proved property (i.e. a producing well), the
cost and related accumulated depletion and amortization will be eliminated from
the property accounts, and the resultant gain or loss is recognized. On the sale
or retirement of an unproved property, gain or loss on the sale is recognized.
Currently, it is not the Manager's intention to sell any of the Fund's property
interests.

Capitalized acquisition costs of producing oil and natural gas properties after
recognizing estimated salvage values are depleted by the unit-of-production
method.

As of March 31, 2006 and December 31, 2005, amounts recorded in due to operators
totaling approximately $1.9 million and $0.5 million, respectively, related to
the acquisition of oil and gas property. In 2006, the December 31, 2005 due to
operators balance was paid.

     Revenue Recognition and Production Receivable

Oil and natural gas sales are recognized when delivery is made by the Operator
to the purchaser and title is transferred (i.e. production has been delivered to
a pipeline or transport vehicle). At the time of transfer a production
receivable is recorded. The Fund has not earned revenue from inception through
March 31, 2006.

The volume of oil and natural gas sold on the Fund's behalf may differ from the
volume of oil and natural gas to which the Fund is entitled. The Fund will
account for such oil and natural gas production imbalances by the entitlements
method. Under the entitlements method, the Fund will recognize a receivable from
other working interest owners for volumes oversold by other working interest
owners. For volumes oversold by the Fund, a payable to other working interest
owners will be recorded. As of March 31, 2006 and December 31, 2005, there were
no oil or natural gas balancing arrangements between the Fund and other working
interest owners.

     Interest Income

Interest income is recognized when earned.

     Syndication Costs

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

     Asset Retirement Obligations

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


                                       9
<PAGE>

requires the Fund to record a separate liability for the discounted present
value of the Fund's asset retirement obligations, with an offsetting increase to
the related oil and natural gas properties on the balance sheet. When a project
reaches drilling depth and is determined to be either proved or dry, an asset
retirement obligation is recorded. Plug and abandonment costs associated with
unsuccessful projects are expensed as dry-hole costs.


                                                   March 31, 2006
                                                   --------------
                  Balance - Beginning of period      $  23,145

                  Liabilities incurred                 416,466
                  Liabilities settled                 (307,286)
                  Accretion expense                        259
                                                     ---------
                  Balance - End of period            $ 132,584
                                                     =========


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

     Impairment of Long-Lived Assets

In accordance with the provisions of SFAS No. 144, "Accounting for the
Impairment of Long-Lived Assets", long-lived assets, such as oil and natural gas
properties, are evaluated when events or changes in circumstances indicate the
carrying value of such assets may not be recoverable. The determination of
whether impairment has occurred is made by comparing the carrying values of
long-lived assets to the estimated future undiscounted cash flows attributable
to the asset. The impairment loss recognized is the excess of the carrying value
over the future discounted cash flows attributable to the asset or the estimated
fair value of the asset. For the three months ended March 31, 2006 and 2005 and
for the period August 2, 2004 (Inception) through March 31, 2006, the Fund had
no impairments of long-lived assets.

     Depletion and Amortization

Depletion and amortization of the cost of proved oil and natural gas properties
are calculated using the units of production method. Proved developed reserves
are used as the base for depleting the cost of successful exploratory drilling
and development costs. The sum of proved developed and proved undeveloped


                                       10
<PAGE>

reserves is used as the base for depleting (or amortizing) leasehold acquisition
costs, the costs to acquire proved properties and platform and pipeline costs.
As of March 31, 2006 and December 31, 2005, the Fund had no accumulated
depletion and amortization.

     Income Taxes

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

     Cash and cash equivalents

All highly liquid investments with maturities when purchased of three months or
less are considered as cash and cash equivalents. At times, bank deposits may be
in excess of federal insured limits. As of March 31, 2006 and December 31, 2005,
bank balances exceeded federally insured limits by approximately $28.6 million
and $43.3 million, respectively. The Fund maintains bank deposits with
accredited financial institutions to mitigate such risk.

     Salvage Fund

The Fund deposits in a separate interest-bearing account, or a salvage fund,
money to provide for dismantling production platforms and facilities, plugging
and abandoning the wells and removing the platforms, facilities and wells after
their useful lives, in accordance with applicable federal and state laws and
regulations. Interest earned on the account will become part of the salvage
fund.

     Short-term Investments in Marketable Securities

At times the Fund may purchase short-term investments comprised of US Treasury
Notes with maturities greater than three months and as such are considered
held-to-maturity investments. Held-to-maturity securities are those investments
that the Fund has the ability and intent to hold until maturity.
Held-to-maturity investments are recorded at cost plus accrued income, adjusted
for the amortization of premiums and discounts, which approximate market value.
Interest income is accrued as earned. As of March 31, 2006 held to maturity
investments of approximately $16.1 million, inclusive of the salvage fund will
mature in August 2006.

     Income and Expense Allocation

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

3.       Recent Accounting Pronouncements

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections - a replacement of APB Opinion No. 20 and FASB Statement No. 3"
("SFAS No. 154"). SFAS No. 154 requires, unless impracticable, retrospective
application to prior periods' financial statements of changes in accounting


                                       11
<PAGE>

principle where transition is not specified by a new accounting pronouncement.
SFAS No. 154 also requires that retrospective application of a change in
accounting principle be limited to the direct effects of the change. Indirect
effects of a change in accounting principle should be recognized in the period
of the accounting change. SFAS No. 154 is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005.
The adoption of SFAS No. 154 did not have an impact on the financial statements.

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

4.   Unproved Properties - Capitalized Exploratory Well Costs

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

The Fund adopted FSP 19-1 during the second quarter of 2005. Leasehold
acquisition and exploratory drilling costs are capitalized pending determination
of whether the well has found proved reserves. Unproved properties are assessed
on a quarterly basis by evaluating and monitoring if sufficient progress is made
on assessing the reserves. Capitalization costs are expensed as dry-hole costs
in the event that reserves are not found or are not in sufficient quantities to
complete the well and develop the field. Dry-hole costs for both the three


                                       12
<PAGE>

months ended March 31, 2006 and 2005 and for the period August 2, 2004
(Inception) through March 31, 2006 were approximately $6.2 million, nil and
approximately $14.1 million, respectively. As of March 31, 2006 and December 31,
2005, the Fund had no capitalized exploratory well costs greater than one year.

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

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

          Balance - Beginning of period                          $  464,748

          Additions to capitalized exploratory well costs
            pending the determination of proved reserves              7,319
          Capitalizated exploratory well
            costs charged to dry-hole costs                        (271,572)
                                                                 ----------
          Balance - End of period                                $  200,490
                                                                 ==========


5.   Distributions

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

The Manager will determine whether Available Cash from Operations, as defined in
the Fund's LLC Agreement, is to be distributed. Such distribution would be
allocated 85% to the shareholders and 15% to the Manager, as defined in the
Fund's LLC Agreement.

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

There have been no distributions by the Fund.

6.   Related Parties

The Manager was paid a one time investment fee of 4.5% of initial capital
contributions. Fees are payable for services of investigating and evaluating
investment opportunities and effecting transactions. There were no investment
fees for both the three months ended March 31, 2006 and 2005. For the period
August 2, 2004 (Inception) through March 31, 2006, investment fees were
approximately $3.6 million.

The Fund's LLC Agreement provides that the Manager render management,
administrative and advisory services. For such services, the Manager receives an
annual management fee, payable monthly, of 2.5% of total capital contributions.
Management fees of approximately $0.5 million, $0.5 million and $2.9 million
were incurred and paid for the three months ended March 31, 2006 and 2005 and
for the period August 2, 2004 (Inception) through March 31, 2006, respectively.


                                       13
<PAGE>

In 2004, the Manager was paid an offering fee of approximately $2.8 million,
which approximated 3.5% of capital contributions to cover expenses incurred in
the offer and sale of shares of the Fund. Such offering fee is included in
syndication costs (Note 2). There were no offering fees incurred in 2005 or
2006.

From time to time, short-term payables and receivables, which do not bear
interest, arise from transactions with affiliates in the ordinary course of
business. As of March 31, 2006 and December 31, 2005, the Fund owes the Manager
approximately $4 thousand and nil, respectively.

In 2004, Ridgewood Securities Corporation, a registered broker-dealer affiliated
with the Manager was paid selling commissions and placement fees of
approximately $0.3 million and $0.8 million, respectively; for shares sold of
the Fund which are reflected in syndication costs (Note 2).

None of the compensation to be received by the Manager has been derived as a
result of arm's length negotiations.

The Fund has working interest ownership in certain projects to acquire and
develop oil and natural gas projects with other entities that are likewise
managed by the Manager.

7.   Fair Value of Financial Instruments

As of March 31, 2006 and December 31, 2005, the carrying value of cash and cash
equivalents, short term investments in marketable securities and salvage fund
approximate fair value.

8.   Commitment and Contingencies

     Environmental Considerations

The exploration for and development of oil and natural gas involves the
extraction, production and transportation of materials which, under certain
conditions, can be hazardous or cause environmental pollution problems. The
Manager and the Operators are continually taking action they believe appropriate
to satisfy applicable federal, state and local environmental regulations and do
not currently anticipate that compliance with federal, state and local
environmental regulations will have a material adverse effect upon capital
expenditures, results of operations or the competitive position of the Fund in
the oil and natural gas industry. However, due to the significant public and
governmental interest in environmental matters related to those activities, the
Manager cannot predict the effects of possible future legislation, rule changes,
or governmental or private claims. As of March 31, 2006 and December 31, 2005,
there were no known environmental contingencies that required the Fund to record
a liability.


                                       14
<PAGE>

     Insurance Coverage

The Fund is subject to all risks inherent in the exploration for and development
of oil and natural gas. Insurance coverage as is customary for entities engaged
in similar operations is maintained, but losses may occur from uninsurable risks
or amounts in excess of existing insurance coverage. The occurrence of an event
which is not insured or not fully insured could have an adverse impact upon
earnings and financial position.

During March 2005, the Fund reported a claim to its insurance carrier for cost
recovery related to the West Cameron 77 #2 project and recorded approximately
$110 thousand casualty loss related to costs not recoverable through insurance.
Estimated losses not expected to be recovered by insurance are recorded as
casualty losses when the loss is incurred. An insurance recovery receivable of
approximately $1.2 million was recorded as of December 31, 2005 and was
collected in the first quarter of 2006.

9.   Restatement of Previously Issued Financial Statements

Subsequent to the issuance of the Fund's financial statements as of and for the
three months ended March 31, 2006 and for the period August 2, 2004 (Inception)
through March 31, 2006, management identified accounting errors. Accordingly,
the Fund has restated the March 31, 2006 financial statements in this Form
10-Q/A (Amendment No. 1).

The financial statements as of March 31, 2006 and for the three months ended
March 31, 2006, and for the period August 2, 2004 (Inception) through March 31,
2006 have been restated to reflect the following adjustments:

     o    Dry-hole costs, which were under accrued, have been corrected,
          resulting in approximately a $1.2 million increase in dry-hole costs
          for the three months ended March 31, 2006 and for the period August 2,
          2004 (Inception) through March 31, 2006 and a corresponding increase
          in due to operators as of March 31, 2006.
     o    Dry-hole costs for the period August 2, 2004 (Inception) through March
          31, 2006 were impacted by the Fund's 2005 restatement adjustments,
          which resulted in an approximate $45 thousand increase in dry-hole
          costs.
     o    Proved properties related to West Cameron 77 Mustang Well #2, which
          were erroneously recorded as unproved properties, have been corrected,
          resulting in approximately a $7.5 million increase in proved
          properties and a corresponding decrease in unproved properties as of
          March 31, 2006. Additionally, approximately $23 thousand of drilling
          costs which were erroneously expensed have been corrected, resulting
          in a $23 thousand increase in proved property as of March 31, 2006 and
          a corresponding decrease in lease operating expenses for the three
          months ended March 31, 2006 and for the period August 2, 2004
          (Inception) through March 31, 2006. Proved properties were also
          impacted by the Fund's 2005 restatement adjustments, which resulted in
          approximately a $0.2 million increase in proved property as of March
          31, 2006 and a corresponding decrease in lease operating expenses for
          the period August 2, 2004 (Inception) through March 31, 2006.
     o    Casualty loss, related to West Cameron 77 Mustang, Well #2, which was
          erroneously calculated, has been corrected, resulting in approximately
          a $38 thousand decrease in casualty loss for the period August 2, 2004
          (Inception) through March 31, 2006 and a corresponding increase in
          proved properties as of March 31, 2006.
     o    Asset retirement obligations, which were erroneously not recorded,
          have been recorded, resulting in approximately a $0.1 million increase
          in asset retirement obligations and a corresponding increase in proved
          properties.
     o    Accretion expense, which was erroneously not recorded for the three
          months ended March 31, 2006 and for the period August 2, 2004
          (Inception) through March 31, 2006, has been corrected, resulting in
          approximately $259 and $345 respectively, increase in accretion
          expense and $345 increase in asset retirement obligation as of March
          31, 2006.


                                       15
<PAGE>

     o    Interest income, which was incorrectly recorded, has been corrected,
          resulting in approximately a $94 thousand increase in interest income
          for the three months ended March 31, 2006 and for the period August 2,
          2004 (Inception) through March 31, 2006, approximately $3 thousand
          decrease in cash and cash equivalents as of March 31, 2006 and
          approximately $97 thousand decrease in unrealized gain on marketable
          securities for the three months ended March 31, 2006 and for the
          period August 2, 2004 (Inception) through March 31, 2006. The above
          correction also resulted in approximately $1 thousand and $96 thousand
          decrease in managers and shareholders' accumulated other comprehensive
          income as of March 31, 2006.
     o    Interest income on the salvage fund, which was incorrectly recorded,
          has been corrected, resulting in an increase of approximately $5
          thousand in interest income for the three months ended March 31, 2006
          and for the period August 2, 2004 (Inception) through March 31, 2006
          and a corresponding increase in salvage fund as of March 31, 2006.
     o    Other general and administrative expenses for the period August 2,
          2004 (Inception) through March 31, 2006 were impacted by the Fund's
          2005 restatement adjustments, resulting in approximately a $59
          thousand increase in other general and administrative expenses.

The above corrections resulted in approximately a $1.1 million increase in net
loss, which resulted in approximately a $1.1 million increase in shareholders'
accumulated deficit and approximately an $8 thousand increase in manager's
accumulated deficit. Shareholder's accumulated deficit and manager's accumulated
deficit were also impacted by the Fund's 2005 restatement adjustments, which
resulted in approximately a $118 thousand decrease in shareholders' accumulated
deficit and approximately a $64 thousand decrease in manager's accumulated
deficit.

The following tables summarize the effects of the restatement on the Fund's
March 31, 2006 balance sheet and statements of operations for the three months
ended March 31, 2006 and the period August 2, 2004 (Inception) through March 31,
2006:


                                       16
<PAGE>

<TABLE>
<CAPTION>
Balance Sheet  Effects:
                                                                  March 31, 2006
                                                                   As Previously                           March 31, 2006
                                                                     Reported           Adjustments            Restated
                                                                     --------           -----------            --------
<S>                                                                <C>                 <C>                  <C>
                         ASSETS
Current assets:
    Cash and cash equivalents                                      $ 28,761,870        $     (3,483)        $ 28,758,387
    Short-term investment in marketable securities                   15,096,445                 336           15,096,781
       Total current assets                                          43,872,449              (3,147)          43,869,302
Salvage fund                                                          1,018,811               4,816            1,023,627
    Proved properties                                                         -           7,845,021            7,845,021
    Unproved properties                                               7,704,118          (7,503,628)             200,490
       Total oil and gas properties, net                              7,704,118             341,393            8,045,511
       Total assets                                                $ 52,595,378        $    343,062         $ 52,938,440
              LIABILITIES AND MEMBERS' CAPITAL
Current liabilities:
    Due to operator                                                $    668,528        $  1,229,205         $  1,897,733
    Accrued expenses payable                                            113,728                  (1)             113,727
       Total current liabilities                                        786,451           1,229,204            2,015,655
Non-current liabilities:
    Asset retirement obligations                                              -             132,584              132,584
       Total non-current liabilities                                          -             132,584              132,584
    Total Liabilities                                                   786,451           1,361,788            2,148,239
Members' capital:
    Manager:
       Accumulated deficit                                             (673,148)             56,549             (616,599)
       Accumulated other comprehensive income                               968                (968)                   -
       Manager's total                                                 (672,180)             55,581             (616,599)
    Shareholders:
       Deficit accumulated during the exploratory stage             (17,904,819)           (978,448)         (18,883,267)
       Accumulated other comprehensive income                            95,859             (95,859)                   -
       Shareholders' total                                           52,481,107          (1,074,307)          51,406,800
       Total members' capital                                        51,808,927          (1,018,726)          50,790,201
       Total liabilities and members' capital                      $ 52,595,378        $    343,062         $ 52,938,440
</TABLE>


                                       17
<PAGE>

<TABLE>
<CAPTION>
Statement of Operations Effects:                For the three
                                                months ended                               For the three
                                               March 31, 2006                               months ended
                                                As Previously                              March 31, 2006
                                                   Reported            Adjustments            Restated
                                                   --------            -----------            --------
<S>                                              <C>                   <C>                   <C>
Expenses
    Dry hole costs                               $ 4,931,231           $ 1,225,284           $ 6,156,515
    Accretion Expense                                      -                   259                   259
    Lease operating expenses                          22,570               (22,570)                    -
      Total expenses                               5,494,120             1,202,974             6,697,094
      Loss from operations                        (5,494,120)           (1,202,974)           (6,697,094)
Other income
    Interest income                                  323,460                98,497               421,957
      Total other income                             323,460                98,497               421,957
      Net loss                                   $(5,170,660)          $(1,104,477)          $(6,275,137)
Other comprehensive income
    Unrealized gain on marketable securities          96,827               (96,827)                    -
      Total comprehensive loss                   $(5,073,833)          $(1,201,304)          $(6,275,137)
      Manager - Net loss                         $  (130,510)          $    (7,606)          $  (138,116)
      Shareholders - Net loss                    $(5,040,150)          $(1,096,871)          $(6,137,021)
      Net loss per share                         $    (9,409)          $    (2,047)          $   (11,456)
</TABLE>





                                       18
<PAGE>

<TABLE>
<CAPTION>
                                                         For the period
                                                         August 2, 2004                              For the period
Statement of Operations Effects:                           (Inception)                               August 2, 2004
                                                        through March 31,                              (Inception)
                                                              2006                                  through March 31,
                                                         As Previously                                    2006
                                                            Reported            Adjustments             Restated
                                                            --------            -----------             --------
<S>                                                      <C>                   <C>                   <C>
Expenses
    Dry hole costs                                       $ 12,831,839          $  1,270,081          $ 14,101,920
    Accretion expenses                                              -                   345                   345
    Lease operating expenses                                  270,970              (270,970)                    -
    Casualty loss                                             147,998               (38,098)              109,900
    Other general and administrative expenses                 261,444                59,039               320,483
       Total expenses                                      20,264,386             1,020,397            21,284,783
       Loss from operations                               (20,264,386)           (1,020,397)          (21,284,783)
Other income
    Interest income                                         1,686,420                98,497             1,784,917
       Total other income                                   1,686,420                98,497             1,784,917
       Net loss                                          $(18,577,966)         $   (921,900)         $(19,499,866)
Other comprehensive income
    Unrealized gain on marketable securities                   96,827               (96,827)                    -
       Total comprehensive loss                          $(18,481,139)         $ (1,018,727)         $(19,499,866)
       Manager - Net loss                                $   (674,048)         $     57,449          $   (616,599)
       Shareholders - Net loss                           $(17,903,918)         $   (979,349)         $(18,883,267)
       Net loss per share                                $    (33,423)         $     (1,828)         $    (35,251)
</TABLE>


In addition to the cash flow statement impact of the above restatements, the
statement of cash flows for the three months ended March 31, 2006 and for the
period August 2, 2004 (Inception) through March 31, 2006 has also been restated
for the following:

     o    Interest earned on the salvage fund which was incorrectly classified
          as an operating activity has been corrected to be properly reflected
          as an investing activity, resulting in approximately a $10 thousand
          increase to cash provided by operating activities and a corresponding
          increase in cash used in investing activities for the three months
          ended March 31, 2006, and approximately a $24 thousand increase to
          cash provided by operating activities and a corresponding increase in
          cash used in investing activities for the period August 2, 2004
          (Inception) through March 31, 2006.
     o    Cash flows related to investments in oil and gas properties, which
          were erroneously classified as operating activities, have been
          corrected resulting in (a) approximately a $1.9 million decrease in
          cash used in investing activities and a corresponding increase in cash
          used in operating activities for the three months ended March 31,
          2006, and (b) approximately a $0.2 million increase in cash used in
          investing activities and a corresponding decrease in cash used in
          operating activities for the period August 2, 2004 (Inception) through
          March 31, 2006.
     o    Contributions from shareholders and syndication costs for the period
          August 2, 2004 (Inception) through March 31, 2006 which were
          incorrectly recorded have been corrected, resulting in an approximate
          $0.6 million increase in contributions from shareholders, a $0.1
          million decrease in return of shareholders' capital contributions, a
          $0.7 million decrease in collection of subscription receivable and a
          $0.1 million decrease in syndication costs recovered.
     o    Interest earned on marketable securities, which was incorrectly
          included as an adjustment to investing activity has been corrected to
          be properly reflected as an adjustment to reconcile net loss to net
          cash used in operating activities, resulting in approximately a $0.1
          million decrease to cash used in investing activities and a
          corresponding increase in cash used in operating activities.

                                       19
<PAGE>

<TABLE>
<CAPTION>
Statement of Cash Flow Effects:                                For the three
                                                               months ended                           For the three
                                                              March 31, 2006                          months ended
                                                               As Previously                          March 31, 2006
                                                                 Reported           Adjustments          Restated
                                                                 --------           -----------          --------
<S>                                                            <C>                 <C>                 <C>
Cash flows from operating activities
Net loss                                                       $ (5,170,660)       $ (1,104,477)       $ (6,275,137)
Adjustments to reconcile net loss to net cash
 used in operating activities

  Dry hole costs                                                  4,931,231           1,225,284           6,156,515
  Accretion Expense                                                       -                 259                 259
  Interest collected on salvage fund                                 (5,199)              5,199                   -
  Interest earned on marketable securities                                -             (96,827)            (96,827)
  Changes in assets and liabilities
   Decrease in insurance receivables                              1,235,351          (1,235,351)                  -
   Decrease in due from operators                                   686,400            (686,400)                  -
   Decrease (increase) in prepaid expenses                           10,597                  (1)             10,596
   Decrease in due to operators                                      15,902             (15,902)                  -
   Increase in accrued expenses payable                              69,057                  (1)             69,056
   Net cash provided by (used in) operating activities            1,776,874          (1,908,217)           (131,343)

Capital expenditures for oil and gas properties                  (1,469,086)            679,734            (789,352)
Proceeds from insurance receivable                                        -           1,235,351           1,235,351
Interest income reinvested - salvage fund                                 -             (10,015)            (10,015)
Investments in marketable securities                            (14,999,618)               (336)        (14,999,954)

  Net cash used in investing activities                         (16,468,704)          1,904,734         (14,563,970)
  Net (decrease) increase in cash and cash equivalents          (14,691,830)             (3,483)        (14,695,313)

  Cash and cash equivalents, end of period                     $ 28,761,870        $     (3,483)       $ 28,758,387

Supplemental schedule of noncash
  investing activities

  Advances used for capital expenditures
    in oil and gas properties reclassified
    to dry hole costs                                                     -           4,365,943           4,365,943
</TABLE>


                                       20
<PAGE>

<TABLE>
<CAPTION>
Statement of Cash Flow Effects:                                    For the period                            For the period
                                                                   August 2, 2004                            August 2, 2004
                                                                (Inception) through                            (Inception)
                                                                   March 31, 2006                                through
                                                                   As Previously                              March 31, 2006
                                                                      Reported           Adjustments            Restated
                                                                      --------           -----------            --------
<S>                                                                 <C>                <C>                    <C>
Cash flows from operating activities
    Net loss                                                        $(18,577,966)        $ (921,900)            $(19,499,866)
    Adjustments to reconcile net loss to net cash
     used in operating activities
       Dry hole costs                                                 12,831,839          1,270,081               14,101,920
       Casualty loss on oil and gas properties                           147,998           (147,998)                       -
       Accretion Expense                                                       -                345                      345
       Interest earned on marketable securities                                -            (96,827)                 (96,827)
       Interest collected on salvage fund                                (18,811)            18,811                      -
    Changes in assets and liabilities
       Increase in prepaid expenses                                      (14,133)                (1)                 (14,134)
       Decrease in due to operators                                       15,902            (15,902)                      -
       Increase in accrued expenses payable                              115,347             (1,620)                 113,727
       Increase in due to affiliate                                        2,575              1,620                    4,195

       Net cash used in operating activities                          (5,497,249)           106,609               (5,390,640)
Cash flows from investing activities
    Capital expenditures for oil and gas properties                  (20,031,330)           (86,129)             (20,117,459)
    Interest income reinvested - salvage fund                                  -            (23,627)                 (23,627)
    Investments in marketable securities                             (14,999,618)              (336)             (14,999,954)
       Net cash used in investing activities                         (36,030,948)          (110,092)             (36,141,040)


Cash flows from financing activities
   Contributions from shareholders, net of
       Subscription receivable                                        78,333,679            553,000               78,886,679
   Syndication costs                                                  (8,654,802)            58,190               (8,596,612)
   Return of shareholder's capital contribution                         (127,000)           127,000                        -
   Collection of subscription receivable                                 680,000           (680,000)                       -
   Syndication costs recovered                                            58,190            (58,190)                       -

         Net (decrease) increase in cash and cash equivalents         28,761,870             (3,483)              28,758,387

         Cash and cash equivalents, end of period                   $ 28,761,870         $   (3,483)            $ 28,758,387
</TABLE>


10.  Subsequent Events

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


                                       21
<PAGE>

<TABLE>
<CAPTION>
                                                                                   Working             Drilling
         Project                 Operator             Acquisition     Offshore     Interest %             Date
------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                        <C>                <C>         <C>           <C>
Galveston 248             LLOG Exploration           October 2006       TX          8.75%               Q2 2007
                               Company
Ship Shoal 81             LLOG Exploration           October 2006       LA          8.75%               Q3 2007
                               Company
South Marsh Island 111    LLOG Exploration           October 2006       LA          8.75%               Q2 2007
                               Company
Vermilion 344             LLOG Exploration           October 2006       LA          8.75%            Successful -
                               Company                                                         completion in progress
West Delta 67             LLOG Exploration           October 2006       LA          8.75%               Q2 2007
                               Company
West Delta 68             LLOG Exploration           October 2006       LA          8.75%            Successful -
                               Company                                                         completion in progress
</TABLE>


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


                                       22
<PAGE>

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

Cautionary Statement Regarding Forward-Looking Statements


This Form 10-Q/A, Amendment No. 1, including all documents incorporated by
reference, includes "forward-looking" statements within the meaning of Section
27A of the Securities Act of 1933, as amended (the "Securities Act") and Section
21E of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") and
the Private Securities Litigation Reform Act of 1995, and the "safe harbor"
provisions thereof. These forward-looking statements are usually accompanied by
the words "anticipates," "believes," "plan," "seek," "expects," "intends,"
"estimates," "projects," "will," "would," "will likely result," "will continue,"
"future" and similar terms and expressions or variations thereof. The
forward-looking statements in this Form 10-Q/A reflect the current views of
management of the Fund with respect to future events and financial performance.
These forward-looking statements are subject to certain risks and uncertainties,
including, among other things, the high-risk nature of oil and natural gas
exploratory operations, the fact that our drilling activities are managed by
third parties, the volatility of natural gas prices and extraction, and those
other risks and uncertainties discussed in the Fund's originally filed 2005 Form
10-K filed with the Securities and Exchange Commission that could cause actual
results to differ materially from historical results or those anticipated. You
are urged to carefully consider all such factors.

In light of these risks and uncertainties, there can be no assurance that the
forward-looking information contained in this Form 10-Q/A will in fact occur or
prove to be accurate. Readers should not place undue reliance on the
forward-looking statements contained herein, which speak only as of today's
date. We undertake no obligation to publicly revise these forward-looking
statements to reflect events or circumstances that may arise after today. All
subsequent written or oral forward-looking statements attributable to us or
persons acting on our behalf are expressly qualified in their entirety by this
section.


Critical Accounting Policies and Estimates


The following discussion and analysis of our financial condition and operating
results is based on our financial statements. The preparation of this Quarterly
Report on Form 10-Q/A requires us to make estimates and assumptions that affect
the reported amount of assets and liabilities, disclosure of contingent assets
and liabilities at the date of our financial statements, and the reported amount
of revenue and expenses during the reporting period. Actual results may differ
from those estimates and assumptions. No changes have been made to our critical
accounting policies and estimates since the filing of the Form 10-K/A.

                                       23
<PAGE>


Overview of Our Business

The Fund is an independent oil and natural gas producer. The Fund's primary
investment objective is to generate cash flow for distribution to our
shareholders through participation in oil and natural gas exploration and
development projects in the Gulf of Mexico. The Fund began its operations by
offering shares in a private offering on September 7, 2004. As a result of such
offering, it raised capital of approximately $78.9 million through the sale of
535.6818 shares of LLC membership interests. After the payment of approximately
$12.2 million in offering fees, commissions and investment fees to the Fund's
Manager, affiliates, and broker-dealers, the Fund retained approximately $66.7
million available for investment. Investment fees represent a one time fee of
4.5% of initial capital contributions. The fee is payable to the Manager for the
service of investigating and evaluating investment opportunities and affecting
transactions.

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



                                       24
<PAGE>

       Business Update

In 2004, the Fund acquired from BHP Billiton ("BHP") a 14.54% working interest
in the West Cameron 77 #2 project of which one well has been drilled and is
producing. We anticipate drilling a second well in the future.

<TABLE>
<CAPTION>
                                                                   Costs Incurred
                                                     Working       Through 12/31/06
       Well Name          Operator     Offshore     Interest%       (in thousands)            Status
<S>                       <C>           <C>         <C>             <C>                  <C>
West Cameron 77#2         BHP Bilton    LA          14.54%            $    9,127         Currently producing

<CAPTION>
In 2006, the Fund acquired Eugene Island 364 from El Paso Corporation ("El
Paso"). The well was deemed a success and began production in June 2006. After
two months, the well encountered mechanical problems and has been shut in since
for review by the partners.

                                                                   Costs Incurred
                                                     Working       Through 12/31/06
       Well Name          Operator     Offshore     Interest%       (in thousands)            Status
<S>                       <C>             <C>         <C>             <C>                <C>
Eugene Island 364         El Paso         LA          50%            $    13,035         Temporarily shut in for
                                                                                           mechanical problems

<CAPTION>
In 2005, the Fund acquired Eugene Island 357 from Newfield Exploration
Corporation ("Newfield"). The well was deemed a dry-hole and was plugged and
abandoned in March 2006.

                                                                   Costs Incurred
                                                     Working       Through 12/31/06
       Well Name          Operator     Offshore     Interest%       (in thousands)            Status
<S>                       <C>             <C>         <C>             <C>                 <C>
Eugene Island 357         Newfield        LA          7%              $    1,707          DRY:March 2006

<CAPTION>
In 2005, the Fund acquired East Breaks 157 from ENI Petroleum (now Woodside).
The well was deemed a dry-hole and was plugged and abandoned in March 2006.

                                                                   Costs Incurred
                                                     Working       Through 12/31/06
       Well Name          Operator     Offshore     Interest%       (in thousands)            Status
<S>                       <C>             <C>         <C>             <C>                 <C>
East Breaks 157           Woodside        TX          18%             $    4,632          DRY:March 2006


                                       25
<PAGE>

<CAPTION>
In 2005, the Fund acquired a 20% working interest in Eugene Island 337 from
Devon Energy ("Devon") which was drilled in two zones, one at 12,500 feet which
was dry and one at 7,500 feet which will be completed once a platform-based rig
becomes available to Devon.

                                                                   Costs Incurred
                                                     Working       Through 12/31/06
       Well Name          Operator     Offshore     Interest%       (in thousands)            Status
<S>                       <C>             <C>         <C>             <C>                <C>
Eugene Island 337         Devon           LA          20%             $    5,184         Discovery July 2006:
                                                                                         Waiting on Production

<CAPTION>
In 2005, the Fund acquired a 30% working interest in Main Pass 155 from Samson
Energy ("Samson") which was drilled and deemed a dry-hole in July 2005.

                                                                   Costs Incurred
                                                     Working       Through 12/31/06
       Well Name          Operator     Offshore     Interest%       (in thousands)            Status
<S>                       <C>             <C>         <C>             <C>                 <C>
Main Pass 155             Samson          AL          30%             $    3,953           DRY:July 2005

<CAPTION>
In 2004, the Fund acquired a 26% working interest in Vermilion 7/8 from Apache
Corporation ("Apache") in 2004. The well was drilled and deemed to be
non-commercial and in April 2005, the blocks were released back to Apache.

                                                                   Costs Incurred
                                                     Working       Through 12/31/06
       Well Name          Operator     Offshore     Interest%       (in thousands)            Status
<S>                       <C>             <C>         <C>             <C>                 <C>
Vermilion 7/8             Apache          LA          26%             $    4,069          DRY:January 2005

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

                                                     Working           Budgeted
       Well Name          Operator     Offshore     Interest%       (in thousands)            Status
<S>                       <C>             <C>         <C>             <C>                <C>
Galveston 248             LLOG            TX          8.75%           $    2,118         2nd quarter 2007 drilling date
Ship Shoal 81             LLOG            LA          8.75%           $    1,663         3rd quarter 2007 drilling date
South Marsh Island 111    LLOG            LA          8.75%           $    1,645         2nd quarter 2007 drilling date
Vermilion 344             LLOG            LA          8.75%           $    1,890         Successful-completion in
                                                                                                  progress
West Delta 67             LLOG            LA          8.75%           $    1,505         2nd quarter 2007 drilling date
                                                                                            Successful-completion in
West Delta 68             LLOG            LA          8.75%           $    1,610                     progress
</TABLE>



Results of Operations


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

Net loss. Net loss for the three months ended March 31, 2006 was approximately
$6.3 million, an increase of $5.9 million, compared to approximately $0.4
million for the three months ended March 31, 2005, primarily relating to
dry-hole costs partially offset by interest income. For the period August 2,
2004 (Inception) through March 31, 2006, the net loss was approximately $19.5
million, primarily related to approximately $14.1 million of dry-hole costs,
approximately $3.6 million of investment fees and approximately $2.9 million of
management fees, partially offset by interest income.


                                       26
<PAGE>

Investment fees. The Manager is paid a one time investment fee of 4.5% of
initial capital contributions. The fee is payable for the service of
investigating and evaluating investment opportunities and affecting transactions
when the capital contributions are made. There were no investment fees incurred
or paid for the three months ended March 31, 2006 and 2005. For the period
August 2, 2004 (Inception) through March 31, 2006, investment fees incurred and
paid were approximately $3.6 million.

Dry-hole costs. Dry-hole costs are those costs incurred to drill and develop a
well that is ultimately found to be incapable of producing either oil or natural
gas in sufficient quantities to justify completion of the well. Dry-hole costs
are recognized in the period in which the costs are incurred. Dry-hole costs for
the three months ended March 31, 2006 and 2005 and for the period August 2, 2004
(Inception) through March 31, 2006 were approximately $6.2 million, nil and
approximately $14.1 million, respectively. The fund experienced four dry-holes
from inception through March 31 2006. The Vermilion 7/8 well's costs of
approximately $4.0 million were recognized as approximately $3.9 million for the
period ended December 31, 2004, plus an additional $0.1 million in the third and
fourth quarters of 2005. The Main Pass 155 well's costs of approximately $4.0
million were recognized as approximately $2.0 million for the three months ended
June 30, 2005, and approximately $2.0 million recognized for the three months
ended September 30, 2005, respectively. The Eugene Island 357 and East Breaks
157 well's costs of approximately $1.7 million and $4.4 million, respectively,
were recognized for the three months ended March 31, 2006.


Management fees. The Manager receives annual management fee, payable monthly, of
2.5% of total capital contributions. Management fees are charged to cover
expenses associated with overhead incurred by the Manager for its ongoing
management, administrative and advisory services. Such overhead expenses include
but are not limited to rent, payroll and benefits for employees of the Manager,
and other administrative costs. Management fees are approximately $164 thousand
per month. Management fees incurred and paid for the three months ended March
31, 2006 and 2005 and the period August 2, 2004 (Inception) through March 31,
2006 were approximately $0.5 million, $0.5 million, and $2.9 million,
respectively.

Geological costs. Geological costs represent seismic data costs relating to the
West Cameron 77 Mustang well. Geological costs for the three months ended March
31, 2006 and 2005 were nil. Geological costs for the period August 2, 2004
(Inception) through March 31, 2006 were approximately $222 thousand.

Other general and administrative expenses. Other general and administrative
expenses represent accounting, legal, fiduciary fees and insurance expenses
represent costs specifically identifiable or allocable to the Fund. Accounting
and legal fees represent annual audit and tax preparation fees, quarterly
reviews and filing fees of the Fund. Insurance expense represents well control
insurance and premiums related to directors and officers liability and are
allocated to the Fund based on capital raised by all oil and natural gas funds


                                       27
<PAGE>

managed by the Manager. General and administrative expenses of approximately $47
thousand, $21 thousand and $320 thousand, respectively, were incurred for the
three months ended March 31, 2006 and 2005 and the period August 2, 2004
(Inception) through March 31, 2006, respectively.

Casualty loss. Casualty loss for both the three months ended March 31, 2005 and
the period August 2, 2004 (Inception) through March 31, 2006 was approximately
$0.1 million, related costs not recoverable through insurance for the West
Cameron 77 #2 project. There was no casualty loss for the three months ended
March 31, 2006.

Other income. Other income is comprised solely of interest income and represents
interest earned on money market accounts and short-term investments in
marketable securities. Interest income for the three months ended March 31, 2006
and 2005 and for the period August 2, 2004 (Inception) through March 31, 2006
was approximately $0.4 million, $0.2 million and $1.8 million, respectively.

Capital Resources and Liquidity

Cash flows used in operating activities for the three months ended March 31,
2006 were approximately $0.1 million, primarily related to cash expenditures for
operating expenses partially offset by cash receipts of interest income.

Cash flows used in operating activities for the three months ended March 31,
2005 were approximately $0.6 million, primarily related to cash expenditures for
management fees, insurance expense and accounting and legal expense partially
offset by interest income.

Cash flows used in operating activities for the period August 2, 2004
(Inception) through March 31, 2006 were approximately $5.4 million, primarily
related to investment and management fees paid to the Manager approximating $3.6
million and $2.9 million, respectively, partially offset by interest income
earned on money market funds.

Cash flows used in investing activities for the three months ended March 31,
2006 were approximately $14.6 million, primarily related to capital expenditures
for oil and gas properties and investments in marketable securities, partially
offset by proceeds from insurance.

Cash flows used in investing activities for the three months ended March 31,
2005 were approximately $1.0 million, related to capital expenditures for oil
and gas properties. Investing activities relate to the actual purchase of wells,
infrastructure and other capital items unrelated to operating activities
occurring after a well has begun producing.

Cash flows used in investing activities for the period August 2, 2004
(Inception) through March 31, 2006 were approximately $36.1 million, primarily
related to capital expenditures for oil and gas properties, investment in
marketable securities, and funding of the salvage fund.

There were no cash flows related to financing activities for the three months
ended March 31, 2006.


                                       28
<PAGE>

Cash flows provided by financing activities for the three months ended March 31,
2005 were approximately $51 thousand related to the collection of subscription
receivable partially offset by syndication costs.

Cash flows provided by financing activities for the period August 2, 2004
(Inception) through March 31, 2006 were approximately $70.3 million, primarily
related to net proceeds from the sale of shares of the Fund, which was comprised
of approximately $78.9 million shareholders contributions, offset by syndication
costs of approximately $8.6 million.

The Manager may distribute available cash from operations which includes cash
received by the Fund from producing wells (not including cash flow from
dispositions and investor capital contributions), less operating expenses and
other cash expenditures and less reserves for operating expenses, plugging and
abandonment costs and certain other actual and contingent liabilities. No
distributions have been made from inception through March 31, 2006.

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


Estimated Capital Expenditures


The Fund has entered into multiple operating agreements for the drilling and
development of its investment properties. The estimated capital expenditures
associated with these agreements can vary depending on the stage of development
on a property-by-property basis. For projects committed as of March 31, 2006,
such estimated capital expenditures to be spent total approximately $25.4
million, all of which is expected to be paid out of the unspent capital
contribution within the following 12 months.

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


                                       29
<PAGE>

<TABLE>
<CAPTION>
Estimated Capital Expenditures
As of March 31, 2006
(in thousands)
                                          Total Project    Spent Through      To be Spent
                                             Costs         March 31, 2006    Next 12 Months
                                             -----         --------------    --------------
<S>                                          <C>               <C>              <C>
Projects
West Cameron 77 #2 (i)(ii)                   $13,080           $ 7,712          $ 5,368
Eugene Island 337 (iii)                        6,960               200            6,760
Eugene Island 364 (iv)                        13,250                 -           13,250
                                             -------           -------          -------
                                             $33,290           $ 7,912          $25,378
                                             =======           =======          =======

</TABLE>


    (i)   Budget amounts assume that the wells are commercially successful. If
          any of the budgeted exploratory projects are unsuccessful, budgeted
          development capital will be reallocated to one or more new unspecified
          projects.
   (ii)   Total project costs assumes the drilling of two wells, costs spent
          through March 31, 2006 represent drilling and completion costs
          associated with the first well only.
  (iii)   Eugene Island 337 was determined to be successful in July 2006,
          production is expected in April 2007.
   (iv)   Eugene Island 364 began production in June 2006 and is currently
          shut-in due to mechanical problems.



                                       30
<PAGE>

Item 3. Quantitative and Qualitative Disclosures about Market Risk


The principal market risks to which the Fund is exposed that may adversely
impact the Fund's results of operations and financial position are changes in
oil and natural gas prices. The Fund has no market risk sensitive instruments
held for trading purposes. Information about market risks for the three months
ended March 31, 2006, does not differ materially from that discussed in the
Fund's originally filed Form 10 and Form 10-K.


Item 4. Controls and Procedures


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

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

The Fund, under the supervision and with the participation of management,
including the CEO and CFO, evaluated the effectiveness of the design and
operation of our disclosure controls and procedures (as defined in Rule
13a-15(e) under the Securities Exchange Act of 1934) as of March 31, 2006
("Evaluation Date"). Based on our initial evaluation, our CEO and CFO concluded
that our disclosure controls and procedures were effective as of the Evaluation
Date.

However, subsequent to the Evaluation Date, as reported under Item 4.02 of the
Form 8-K filed by the Fund on December 21, 2006, on December 19, 2006, the
Manager of the Fund, Ridgewood Energy Corporation, concluded that the Fund's
financial statements as of and for the year ended December 31, 2005 as included
in the Fund's Annual Report on Form 10-K should no longer be relied upon and
should be restated to correct for errors detected by management. The Fund is
filing amendments to its Form 10-K, as well as amendments to its Quarterly
Reports on Form 10-Q for the quarterly periods ended March 31, 2005, September
30, 2005 and March 31, 2006, and Form 10-Q/A for the quarterly period ended June
30, 2005, as a result of these restatements.

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


                                       31
<PAGE>

(b)  Changes in Internal Control over Financial Reporting


In the course of initial our evaluation of disclosure controls and procedures,
management considered certain internal control areas in which we have made and
are continuing to make changes to improve and enhance controls. Based upon that
evaluation, the CEO and CFO concluded that there were no changes in our internal
control over financial reporting identified in connection with the evaluation
required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred
during the quarter ended March 31, 2006 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.

(c)  Material Weaknesses

After examining certain transactions and reviewing reconciliations from 2004 and
2005, various accounting errors were identified. Based upon management's review,
it has been determined these errors were inadvertent and unintentional. As a
result of these initial findings, on December 19, 2006, management announced the
Fund would restate its previously filed financial statements. Management
expanded the scope of the review to include accounting principles generally
accepted in the United States ("GAAP") and financial reporting procedures
surrounding GAAP pre and post-closing procedures.

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

The Fund had the following weaknesses.

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

(d)  Material Weaknesses Remediated

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


                                       32
<PAGE>

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

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

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

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





                                       33
<PAGE>

Part II.  Other Information


        Item 6. Exhibits


31.1    Certification of Robert E. Swanson, Chief Executive Officer, pursuant to
        Securities Exchange Act Rule 13a-14(a).
31.2    Certification of Kathleen P. McSherry, Chief Financial Officer, pursuant
        to Securities Exchange Act Rule 13a-14(a).
32      Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant
        to Section 906 of The Sarbanes-Oxley Act of 2002, signed by Robert E.
        Swanson, Chief Executive Officer of the Company and Kathleen P.
        McSherry, Chief Financial Officer of the Company.




                                       34
<PAGE>

                                   SIGNATURES


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

                                           RIDGEWOOD ENERGY M FUND, LLC
Dated:       April 5, 2007
                                By:   /s/  ROBERT E. SWANSON
                                    Name:  Robert E. Swanson
                                   Title:  President and Chief Executive Officer
                                           (Principal Executive Officer)

Dated:       April 5, 2007
                                By:   /s/  KATHLEEN P. MCSHERRY
                                    Name:  Kathleen P. McSherry
                                   Title:  Senior Vice President and Chief
                                           Financial Officer
                                           (Principal Financial and Accounting
                                           Officer)






                                       35
<PAGE>

        Exhibit Index

31.1    Certification of Robert E. Swanson, Chief Executive Officer, pursuant to
        Securities Exchange Act Rule 13a-14(a).
31.2    Certification of Kathleen P. McSherry, Chief Financial Officer, pursuant
        to Securities Exchange Act Rule 13a-14(a).
32      Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant
        to Section 906 of The Sarbanes-Oxley Act of 2002, signed by Robert E.
        Swanson, Chief Executive Officer of the Company and Kathleen P.
        McSherry, Chief Financial Officer of the Company.





                                       36