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 September 30, 2005

                                       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 November 14, 2005, is a
result of the restatement of our financial statements as of September 30, 2005,
for the three and nine months ended September 30, 2005 and for the period August
2, 2004 (Inception) through September 30, 2005.

We are restating our previously reported financial information for these periods
to correct for the following: (1) reclassification of the salvage fund from cash
and cash equivalents and advance to operators for working interests and
expenditures from unproved properties, (2) misclassifications of proved
properties and dry holes, (3) incorrect accruals related to dry-hole costs,
unproved property and insurance expense, and (4) recording of asset retirement
obligations and casualty losses. In addition, our statements of cash flows have
been restated for the misclassification 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>
<S>                                                                                                                 <C>
Part I - FINANCIAL INFORMATION                                                                                      Page

     Item 1.  Financial Statements (Unaudited):

      Condensed Balance Sheets as of September 30, 2005 (restated) and December 31, 2004 ............................ 4
      Condensed Statements of Operations for the three and nine months ended  September 30, 2005 (restated),
      and August 2, 2004 (Inception) through September 30, 2005 (restated) .......................................... 5
      Condensed Statements of Cash Flows for the nine months ended September 30, 2005 (restated),
          and August 2, 2004 (Inception) through September 30, 2005 (restated) ...................................... 6
      Notes to Unaudited Condensed Financial Statements ............................................................. 7
     Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations .................21
     Item 3.  Quantitative and Qualitative Disclosures About Market Risk ............................................28
     Item 4.  Controls and Procedures ...............................................................................28

Part II - OTHER INFORMATION

     Item 6.  Exhibits ..............................................................................................31

     SIGNATURES .....................................................................................................32
</TABLE>




                                       3
<PAGE>

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

<TABLE>
<CAPTION>
                                                                     September 30, 2005       December 31, 2004
                                                                     ------------------       -----------------
                                                                         (Restated -
                                                                          see note 9)
<S>                                                                       <C>                   <C>
                              ASSETS
Current assets:
    Cash and cash equivalents                                             $ 52,630,423          $ 62,461,036
    Prepaid expenses                                                            35,327                35,012
                                                                          ------------          ------------
       Total current assets                                                 52,665,750            62,496,048
                                                                          ------------          ------------
Salvage fund                                                                 1,005,866                     -
                                                                          ------------          ------------
Oil and gas properties
    Advance to operator for working interests and expenditures                  99,000                     -
    Proved properties                                                        6,255,052                     -
    Unproved properties                                                        219,503                     -
                                                                          ------------          ------------
       Total oil and gas properties                                          6,573,555                     -
                                                                          ------------          ------------
       Total assets                                                       $ 60,245,171          $ 62,496,048
                                                                          ============          ============

                 LIABILITIES AND MEMBERS' CAPITAL
Current liabilities:
    Due to operators                                                      $  2,693,754          $          -
    Accrued expenses payable                                                    83,050               365,663
    Due to affiliate (Note 6)                                                    5,000               417,177
                                                                          ------------          ------------
       Total current liabilities                                             2,781,804               782,840
                                                                          ------------          ------------

Non-current liabilities:
    Asset retirement obligations                                                23,059                     -
                                                                          ------------          ------------
       Total non-current liabilities                                            23,059                     -
                                                                          ------------          ------------
    Total liabilities                                                        2,804,863               782,840
                                                                          ------------          ------------
Commitments and contingencies (Note 8)

Members' capital:
    Manager:
       Accumulated deficit                                                    (400,449)             (155,292)
                                                                          ------------          ------------
       Manager's total                                                        (400,449)             (155,292)
                                                                          ------------          ------------

    Shareholders:
    Capital contributions, and syndication costs (834 shares authorized;    78,886,679            79,013,679
        535.6818 and 536.1818  issued and outstanding as of
       December 31, 2005  December 31, 2004, respectively)
       Subscriptions receivable                                                      -              (680,000)
       Syndication costs                                                    (8,596,612)           (8,654,802)
       Accumulated deficit                                                 (12,449,310)           (7,810,377)
                                                                          ------------          ------------
       Shareholders' total                                                  57,840,757            61,868,500
                                                                          ------------          ------------
       Total members' capital                                               57,440,308            61,713,208
                                                                          ------------          ------------
       Total liabilities and members' capital                             $ 60,245,171          $ 62,496,048
                                                                          ============          ============



         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
                                                                                                  August 2, 2004
                                                        Three months         Nine months            (Inception)
                                                           ended               ended                 through
                                                     September 30, 2005   September 30, 2005    September 30, 2005
                                                         (Restated -          (Restated -           (Restated -
                                                          see note 9)         see note 9)            see note 9)
                                                          -----------         -----------            -----------
<S>                                                       <C>                   <C>                   <C>
Revenues
        Total revenues                                    $          -          $          -          $          -
                                                          ------------          ------------          ------------

Expenses
     Dry hole costs                                          2,028,648             4,055,385             7,945,405
     Geological costs                                                -                     -                21,586
     Investment fees to affiliate (Note 6)                           -                     -             3,583,985
     Management fees to affiliate  (Note 6)                    491,639             1,478,606             1,960,475
     Casualty loss                                                   -                72,700                72,700
     Other general and administrative expenses                  86,800               177,266               235,650
                                                          ------------          ------------          ------------
         Total expenses                                      2,607,087             5,783,957            13,819,801
                                                          ------------          ------------          ------------
         Loss from operations                               (2,607,087)           (5,783,957)          (13,819,801)

Other income
     Interest income                                           368,048               899,867               970,042
                                                          ------------          ------------          ------------
         Total other income                                    368,048               899,867               970,042

         Net loss                                         $ (2,239,039)         $ (4,884,090)         $(12,849,759)
                                                          ============          ============          ============

         Manager - Net loss                               $   (103,372)         $   (245,157)         $   (400,449)
         Shareholders - Net loss                          $ (2,135,667)         $ (4,638,933)         $(12,449,310)
         Net loss per share                               $     (3,987)         $     (8,660)         $    (23,240)


         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
                                                                                                      August 2, 2004
                                                                               For the nine             (Inception)
                                                                              months ended                 through
                                                                           September 30, 2005       September 30, 2005
                                                                           ------------------       ------------------
                                                                               (Restated -
                                                                                see note 9)
<S>                                                                            <C>                    <C>
Cash flows from operating activities
    Net loss                                                                   $ (4,884,090)          $(12,849,759)
    Adjustments to reconcile net loss to net cash
       used in operating activities
       Dry hole costs                                                             4,055,385              7,945,405
       Changes in assets and liabilities
          (Increase) in prepaid expenses                                               (315)               (35,327)
          Increase in accrued expenses payable                                       59,709                 83,050
          (Decrease) increase in due to affiliate                                  (194,281)                 5,000
                                                                               ------------           ------------
          Net cash used in operating activities                                    (963,592)            (4,851,631)
                                                                               ------------           ------------

Cash flows from investing activities
    Payments to operators for working interests and expenditures                    (99,000)               (99,000)
    Capital expenditures for oil and gas properties                              (7,813,127)           (11,703,147)
    Funding of salvage fund                                                      (1,000,000)            (1,000,000)
    Interest income reinvested in salvage fund                                       (5,866)                (5,866)
                                                                               ------------           ------------
       Net cash used in investing activities                                     (8,917,993)           (12,808,013)
                                                                               ------------           ------------

Cash flows from financing activities
    Contributions from shareholders, net of subscription receivable                       -             78,886,679
    Syndication costs                                                              (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                   (9,830,613)            52,630,423
          Cash and cash equivalents, beginning of period                         62,461,036                      -
                                                                               ------------           ------------
          Cash and cash equivalents, end of period                             $ 52,630,423           $ 52,630,423
                                                                               ============           ============


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


                                       6
<PAGE>


                          RIDGEWOOD ENERGY M FUND, LLC
                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 March 1, 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, 2004 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 September 30, 2005 and December 31, 2004, amounts recorded in due to
operators totaling approximately $2.7 million and nil, respectively, related to
the acquisition of oil and gas property.

     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
September 30, 2005.

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 September 30, 2005 and December 31, 2004, 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. Syndication costs
of approximately $0.6 million were accrued at December 31, 2004 and were paid in
the first quarter of 2005.

     Asset Retirement Obligations

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


                                       9
<PAGE>

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.

                                           September 30, 2005
                                           -----------------

Balance - Beginning of period                   $       -

Liabilities incurred                              240,379
Liabilities settled                              (217,320)
                                                ---------
Balance - End of period                         $  23,059
                                                =========

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 is
effective for calendar year-end entities no later than December 31, 2005. The
Fund does not expect adoption of FIN 47 to have an impact on the Fund's 2005
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 and nine months ended September 30, 2005
and for the period August 2, 2004 (Inception) through September 30, 2005, the
Fund had no impairments of long-lived assets.

     Depletion and Amortization

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


                                       10
<PAGE>

and development costs. The sum of proved developed and proved undeveloped
reserves is used as the base for depleting (or amortizing) leasehold acquisition
costs, the costs to acquire proved properties and platform and pipeline costs.
As of September 30, 2005 and December 31, 2004, 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 September 30, 2005 and December 31,
2004, bank balances exceeded federally insured limits by approximately $52.4
million and $62.3 million, respectively inclusive of the salvage fund. The Fund
maintains bank deposits with accredited financial institutions to mitigate such
risk.

     Salvage Fund

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

At times the Fund may purchase short-term investments comprised of US Treasury
Notes with maturities greater than three months and as such are considered
held-to-maturity investments. Held-to-maturity securities are those investments
that the Fund has the ability and intent to hold until maturity.
Held-to-maturity investments are recorded at cost plus accrued income, adjusted
for the amortization of premiums and discounts, which approximate market value.
Interest income is accrued as earned. As of September 30, 2005 and December 31,
2004, the Fund had no investments in US Treasury Notes.

     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.


                                       11
<PAGE>

3.   Recent Accounting Pronouncements

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections - a replacement of APB Opinion No. 20 and FASB Statement No. 3"
("SFAS No. 154"). SFAS No. 154 requires, unless impracticable, retrospective
application to prior periods' financial statements of changes in accounting
principle where transition is not specified by a new accounting pronouncement.
SFAS No. 154 also requires that retrospective application of a change in
accounting principle be limited to the direct effects of the change. Indirect
effects of a change in accounting principle should be recognized in the period
of the accounting change. SFAS No. 154 is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005.
The adoption of SFAS No. 154 is not expected to have an impact on the 2006
financial statements.

In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest
Entities", ("FIN 46") which changes the criteria by which one company includes
another entity in its consolidated financial statements. FIN 46 requires a
variable interest entity to be consolidated by a company if that company is
subject to a majority of the risk of loss from the variable interest entity's
activities or entitled to receive a majority of the entity's residual returns or
both. The consolidation requirements of FIN 46 apply immediately to variable
interest entities created after December 31, 2003, and apply in the first fiscal
period ending after March 15, 2004, for variable interest entities created prior
to January 1, 2004. In December 2003, the FASB issued a revision of FIN 46 ("FIN
46R") to clarify some of the provisions and to exempt certain entities from its
requirements. The Fund has applied the provisions of FIN 46R effective December
31, 2004, with no 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 is not expected to have an impact
on the 2006 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


                                       12
<PAGE>

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 were approximately $2.0
million and $4.1 million for the three and nine months ended September 30, 2005,
compared to approximately $7.9 million for the period August 2, 2004 (Inception)
through September 30, 2005, respectively. As of September 30, 2005 and December
31, 2004, the Fund had no capitalized exploratory well costs greater than one
year.

The following table summarizes unproved properties and related activity for the
nine months ended September 30, 2005.


                                                        September 30, 2005
                                                        ------------------

Balance - Beginning of period                              $         -

Additions to capitalized exploratory well costs
  pending the determination of proved reserves               6,474,555
Reclassifications to proved properties based on
  the determination of proved reserves                      (6,255,052)
                                                           -----------
Balance - End of period                                    $   219,503
                                                           ===========

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.


                                       13
<PAGE>


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. For the three and nine
months ended September 30, 2005 and for the period August 2, 2004 (Inception)
through September 30, 2005, investment fees were nil and approximately $3.6
million. In 2005, there were no investment fees incurred or paid.

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 and $1.5 million were incurred and
paid for the three and nine months ended September 30, 2005, respectively.
Management fees of approximately $2.0 million were incurred and paid for the
period August 2, 2004 (Inception) through September 30, 2005.

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.

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 September 30, 2005 and December 31, 2004, approximately $5
thousand and $0.4 million was due to the Manager, 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 September 30, 2005 and for the period ended December 31, 2004, the
carrying value of cash and cash equivalents and salvage fund approximate fair
value.

                                       14
<PAGE>

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 September 30, 2005 and December 31,
2004, there were no known environmental contingencies that required the Fund to
record a liability.

     Insurance Coverage

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

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 a $73 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.

9.   Restatement of Previously Issued Financial Statements

Subsequent to the issuance of the Fund's financial statements as of September
30, 2005, for the three and nine months ended September 30, 2005 and for the
period August 2, 2004 (Inception) through September 30, 2005 management
identified accounting errors. Accordingly, the Fund has restated the September
30, 2005 financial statements in this Form 10-Q/A (Amendment No. 1).

The financial statements as of September 30, 2005, for the three and nine months
ended September 30, 2005, and for the period August 2, 2004 (Inception) through
September 30, 2005 have been restated to reflect the following adjustments:


     o    Dry-hole costs incurred subsequent to June 30, 2005 which were
          erroneously accrued in the period ended June 30, 2005 have been
          corrected, resulting in approximately a $2.0 million increase in
          dry-hole costs for the three months ended September 30, 2005.
     o    Dry-hole costs, which were over accrued, have been corrected,
          resulting in approximately an $37 thousand decrease in dry-hole costs
          for the three and nine months ended September 30, 2005, and for the
          period August 2, 2004 (Inception) through September 30, 2005, and a
          corresponding decrease in due to operators as of September 30, 2005.
     o    Lease operating expenses, which were incorrectly recorded, have been
          corrected, resulting in approximately a $652 decrease in lease
          operating expenses for the three months ended September 30, 2005. In
          addition, lease operating expenses were also impacted by the Fund's
          restatement of the March 31, 2005 and June 30, 2005 financial
          statements, resulting in an approximate $50 thousand


                                       15
<PAGE>

          decrease in lease operating expenses for the nine months ended
          September 30, 2005 and for the period August 2, 2004 (Inception)
          through September 30, 2005 and a corresponding increase in proved
          properties.
     o    Proved properties related to West Cameron 77 #2, which were
          erroneously recorded as unproved properties have been corrected,
          resulting in approximately a $6.3 million increase in proved
          properties and a corresponding decrease in unproved properties.
     o    Dry-hole costs which were incorrectly classified have been corrected,
          resulting in approximately a $0.1 million increase in dry-hole costs
          and a corresponding decrease in other general and administrative
          expenses for the three and nine months ended September 30, 2005 and
          for the period August 2, 2004 (Inception) through September 30, 2005.
     o    Other general and administrative expenses were impacted by the Fund's
          restatement of the June 30, 2005 financial statements, which resulted
          in a $0.1 million increase in other general and administrative expense
          for the three months ended September 30, 2005.
     o    The salvage fund which was incorrectly included as cash and cash
          equivalents has been broken out separately into its own account,
          resulting in approximately a $1.0 million reclassification from cash
          and cash equivalents to salvage fund.
     o    Unproved properties which were over accrued, have been corrected,
          resulting in approximately a $5.7 million decrease in unproved
          properties and a corresponding decrease in due to operators.
     o    Payments to Operators for working interests and expenditures which
          were incorrectly recorded as unproved properties have been
          reclassified to advances to operators for working interest and
          expenditures resulting in approximately a $0.1 million increase in
          advances to operators for working interests and expenditures and a
          corresponding decrease in unproved properties.
     o    Asset retirement obligations, which were erroneously not recorded,
          have been recorded, resulting in a $23 thousand increase in asset
          retirement obligations and a corresponding increase in proved
          properties.
     o    Casualty losses for the West Cameron 77 #2 project which were
          incorrectly not recorded in the quarter ended March 31, 2005, have
          been corrected, resulting in approximately a $73 thousand increase in
          casualty loss for the nine months ended September 30, 2005 and for
          the period August 2, 2004 (Inception) through September 30, 2005 and a
          corresponding decrease in proved properties as of September 30, 2005.

The above corrections resulted in approximately a $15 thousand decrease in net
loss for the nine month period September 30, 2005, which resulted in
approximately a $45 thousand increase in shareholders' accumulated deficit and
approximately a $60 thousand decrease in manager's accumulated deficit.

The following tables summarize the effects of the restatement on the Fund's 2005
balance sheet and statement of operations for the three and nine months ended
September 30, 2005 and for the period August 2, 2004 (Inception) through
September 30, 2005:


                                       16
<PAGE>
<TABLE>
<CAPTION>
Balance Sheet Effects:                                          September 30, 2005
                                                                  As Previously                           September 30, 2005
                      ASSETS                                         Reported           Adjustments            Restated
                                                                     --------           -----------            --------
<S>                                                               <C>                 <C>                   <C>
Current assets:
    Cash and cash equivalents                                     $ 53,636,289        $ (1,005,866)         $ 52,630,423
       Total current assets                                         53,671,616          (1,005,866)           52,665,750
Salvage fund                                                                 -           1,005,866             1,005,866
Oil and gas properties
    Advances to operators for working interests
       and expenditures                                                      -              99,000                99,000
    Proved properties                                                        -           6,255,052             6,255,052
    Unproved properties                                             12,314,856         (12,095,353)              219,503

       Total oil and gas properties                                 12,314,856          (5,741,301)            6,573,555
       Total assets                                               $ 65,986,472        $ (5,741,301)         $ 60,245,171
              LIABILITIES AND MEMBERS' CAPITAL
Current liabilities:
    Due to operators                                              $  8,472,896        $ (5,779,142)         $  2,693,754
       Total current liabilities                                     8,560,946          (5,779,142)            2,781,804

Non-current liabilities:
    Asset retirement obligations                                             -              23,059                23,059

       Total non-current liabilities                                         -              23,059                23,059

    Total Liabilities                                                8,560,946          (5,756,083)            2,804,863
Shareholder's capital:
    Manager:
       Accumulated deficit                                            (460,012)             59,563              (400,449)
       Manager's total                                                (460,012)             59,563              (400,449)
    Shareholders:
       Accumulated deficit                                         (12,404,529)            (44,781)          (12,449,310)
       Shareholders' total                                          57,885,538             (44,781)          (57,840,757)
       Total members' capital                                       57,425,526              14,782            57,440,308
       Total liabilities and members' capital                     $ 65,986,472        $ (5,741,301)         $ 60,245,171
</TABLE>

<TABLE>
<CAPTION>
Statement of Operations Effects:

                                                    For the three
                                                     months ended                              For the three
                                                 September 30, 2005                             months ended
                                                    As Previously                            September 30, 2005
                                                      Reported            Adjustments             Restated
                                                      --------            -----------             --------
<S>                                                <C>                    <C>                    <C>
Expenses
Dry hole costs                                     $    71,008            $ 1,957,640            $ 2,028,648
Lease operating expenses                                   652                   (652)                     -
Other general and administrative expenses              116,739                (29,939)                86,800
  Total expenses                                       680,038              1,927,049              2,607,087
  Loss from operations                                (680,038)            (1,927,049)            (2,607,087)
  Net loss                                         $  (311,990)           $(1,927,049)           $(2,239,039)
  Manager - Net loss                               $   (88,384)           $   (14,988)           $  (103,372)
  Shareholders - Net loss                          $  (223,606)           $(1,912,061)           $(2,135,667)
  Net loss per share                               $      (417)           $    (3,569)           $    (3,987)

<CAPTION>

                                       17
<PAGE>

                                                 For the nine months
                                                   ended September                               For the nine
                                                      30, 2005                                   months ended
                                                   As Previously                              September 30, 2005
                                                      Reported            Adjustments              Restated
                                                      --------            -----------              --------
<S>                                                <C>                    <C>                    <C>
Expenses
Dry hole costs                                     $ 3,974,311            $    81,074            $ 4,055,385
Lease operating expenses                                50,446                (50,446)                     -
Casualty loss                                                -                 72,700                 72,700
Other general and administrative expenses              295,376               (118,110)               177,266
  Total expenses                                     5,798,739                (14,782)             5,783,957
  Loss from operations                              (5,798,739)                14,782             (5,783,957)
  Net loss                                         $(4,898,872)           $    14,782            $(4,884,090)
  Manager - Net loss                               $  (304,720)           $    59,563            $  (245,157)
  Shareholders - Net loss                          $(4,594,152)           $   (44,781)           $(4,638,933)
  Net loss per share                               $    (8,576)           $       (84)           $    (8,660)

<CAPTION>
                                                   For the Period
                                                   August 2, 2004                                For the Period
                                                (Inception) through                               August 2, 2004
                                                 September 30, 2005                           (Inception) through
                                                   As Previously                               September 30, 2005
                                                      Reported            Adjustments               Restated
                                                      --------            -----------               --------
<S>                                                <C>                    <C>                    <C>
Expenses
Dry hole costs                                     $  7,864,331           $     81,074           $  7,945,405
Investment fees to affiliate                          3,581,760                  2,225              3,583,985
Lease operating expenses                                 50,446                (50,446)                     -
Casualty loss                                                 -                 72,700                 72,700
Other general and administrative expenses               355,985               (120,335)               235,650
  Total expenses                                     13,834,583                (14,782)            13,819,801
  Loss from operations                              (13,834,583)                14,782            (13,819,801)
  Net loss                                         $(12,864,541)          $     14,782           $(12,849,759)
  Manager - Net loss                               $   (460,012)          $     59,563           $   (400,449)
  Shareholders - Net loss                          $(12,404,529)          $    (44,781)          $(12,449,310)
  Net loss per share                               $    (23,157)          $        (84)          $    (23,240)
</TABLE>

In addition to the cash flow impact of the above restatement adjustments, the
statements of cash flows statement for the nine months ended September 30, 2005
and for the period August 2, 2004 (Inception) through September 30, 2005 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 $6 thousand
          decrease to cash used in operating activities and a corresponding
          increase in cash provided by investing activities.
     o    Capital expenditures for unproved properties which were incorrectly
          classified as cash flows used in operating activities have been
          corrected to be properly reflected as an investing activity, resulting
          in approximately a $70 thousand decrease in cash used in operating
          activities and a corresponding increase in cash used in investing
          activities.
     o    Contributions from shareholders and syndication costs for the period
          August 2, 2004 (Inception) through September 30, 2005 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 syndication costs 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.

                                       18
<PAGE>
<TABLE>
<CAPTION>
Statement of Cash Flow Effects:                                 For the nine
                                                                 months ended                          For the nine
                                                             September 30, 2005                         months ended
                                                                As Previously                       September 30, 2005
                                                                  Reported         Adjustments            Restated
                                                                  --------         -----------            --------
<S>                                                             <C>                <C>                  <C>
Cash flows from operating activities
    Net loss                                                    $(4,898,872)       $    14,782          $(4,884,090)
    Adjustments to reconcile net loss to net cash
      used in operating activities
      Dry hole costs                                              3,974,311             81,074            4,055,385
      Changes in assets and liabilities
        Increase in accrued expenses payable                         61,329             (1,620)              59,709
        (Decrease) increase in due to affiliate                    (215,496)            21,215             (194,281)
        Net cash used in operating activities                    (1,059,448)            95,856             (963,592)
Cash flows from investing activities
    Payments to operators for working interests
     expenditures                                                         -            (99,000)             (99,000)
    Capital expenditures for oil and gas properties              (7,816,271)             3,144           (7,813,127)
    Funding of salvage fund                                               -         (1,000,000)          (1,000,000)
    Interest income reinvested in salvage fund                            -             (5,866)              (5,866)
      Net cash used in investing activities                      (7,816,271)        (1,101,722)          (8,917,993)
        Net (decrease) increase in cash and
            cash equivalents                                     (8,824,747)        (1,005,866)          (9,830,613)
</TABLE>

<TABLE>
<CAPTION>
                                                               For the period
                                                               August 2, 2004                           For the period
                                                                 (Inception)                            August 2, 2004
                                                                    through                               (Inception)
                                                             September 30, 2005                            through
                                                                As Previously                          September 30, 2005
                                                                   Reported          Adjustments           Restated
                                                                   --------          -----------           --------
<S>                                                            <C>                <C>                   <C>
Cash flows from operating activities
    Net loss                                                   $(12,864,541)      $     14,782          $(12,849,759)
    Adjustments to reconcile net loss to net cash
      used in operating activities
      Dry hole costs                                              7,864,331             81,074             7,945,405
        Increase in accrued expenses payable                         84,670             (1,620)               83,050
        (Decrease) increase in due to affiliate                       3,380              1,620                 5,000
        Net cash used in operating activities                    (4,947,487)            95,856            (4,851,631)
Cash flows from investing activities
    Capital expenditures for oil and gas properties             (11,706,291)             3,144           (11,703,147)
    Funding of salvage fund                                               -         (1,000,000)           (1,000,000)
    Interest income reinvested in salvage fund                            -             (5,866)               (5,866)
    Net cash used in investing activities                       (11,706,291)        (1,101,722)          (12,808,013)
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)                    -

</TABLE>

10.  Subsequent Events

On March 20, 2006, the Fund was informed by Newfield Exploration, the Operator
of Eugene Island 357, that the well did not have commercially productive
quantities of either oil or natural gas and has therefore been deemed a
dry-hole. The Fund owns a 7% working interest in Eugene Island 357 project.
Total cumulative dry-hole costs, inclusive of plug and abandonment charges, were
approximately $1.7 million recorded in 2006.

                                       19
<PAGE>

On March 20, 2006, the Fund was informed by ENI Petroleum Exploration Co., Inc.
(currently known as Woodside), the Operator of East Breaks 157, that the well
being drilled by Woodside did not have commercially productive quantities of
either oil or natural gas and has therefore been deemed a dry-hole. The Fund
owns an 18% working interest in East Breaks 157 project. Total cumulative
dry-hole costs, inclusive of plug and abandonment charges, were approximately
$4.6 million, recorded in 2006.

Subsequent to September 30, 2005 the Fund has acquired a working interest in the
following wells:

<TABLE>
<CAPTION>
                                                                                  Working             Drilling
         Project                  Operator           Acquisition     Offshore    Interest %              Date
------------------------------------------------------------------------------------------------------------------------
<S>                        <C>                      <C>                <C>        <C>                  <C>
Eugene Island 364               El Paso             February 2006        LA         50%           Production June 2006 -
                              Corporation                                                        Temporarily shut in for
                                                                                                   mechanical problem
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
Vermillion 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 dry-hole expenses incurred by the Fund.


                                       20
<PAGE>


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

Cautionary Statement Regarding Forward-Looking Statements


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

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

Critical Accounting Policies and Estimates

The following discussion and analysis of our financial condition and operating
results is based on our financial statements. The preparation of this Quarterly
Report on Form 10-Q/A requires us to make estimates and assumptions that affect
the reported amount of assets and liabilities, disclosure of contingent assets
and liabilities at the date of our financial statements, and the reported amount
of revenue and expenses during the reporting period. Actual results may differ
from those estimates and assumptions.

Natural Gas and Oil Reserve Estimates

Natural gas and oil reserve quantities estimated by third party petroleum
engineer specialists are used to calculate depletion as well as used to estimate
future net cash flows when analyzing properties for impairment. These reserve
estimates are updated at least annually. The reserve estimates are based upon
the quality of available data and engineering and geological interpretation and
judgment. Revisions to the estimated reserves may result from actual production,


                                       21
<PAGE>

results of future development and exploration activities, prevailing natural gas
and oil prices, operating costs and other factors. Revisions to estimated
reserves could have a material affect on future depletion expenses as well as
impairment of proved properties which could have a material impact on our future
results of operations, financial position and/or cash flows.

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.

Business Update

In 2004, the Fund acquired from BHP Billiton ("BHP") a 14.54% working interest
in the West Cameron 77 #2 (Mustang) 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 Billiton    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


                                       22
<PAGE>

<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

<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
West Delta 68             LLOG            LA          8.75%           $ 1,610       Successful-completion in progress
</TABLE>


                                       23
<PAGE>

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. For the three and nine months ended September 30, 2005, net loss was
approximately $2.2 million and $4.9 million, respectively, primarily related to
dry-hole costs and management fees. For the period August 2, 2004 (Inception)
through September 30, 2005 the net loss was approximately $12.8 million,
primarily related to dry-hole costs, investment fees and management fees of
approximately $7.9 million, $3.6 million and $2.0 million, respectively.

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 in 2005. For the period August 2, 2004 (Inception) through September 30,
2005, 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 capable 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 and nine months ended September 30, 2005 and for the period
August 2, 2004 (Inception) through September 30, 2005, were approximately $2.0
million, $4.1 million and $7.9 million, respectively. The fund experienced two
dry-holes from inception through September 30, 2005. The Vermilion 7/8 well's
costs of approximately $3.9 million were recognized for the period ended
December 31, 2004. Main Pass 155 had dry-hole costs of approximately $2.0
million and $4.0 million recognized for the three and nine months ended
September 30, 2005, respectively.

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


                                       24
<PAGE>

per month. Management fees incurred and paid for the three and nine months ended
September 30, 2005 and for the period August 2, 2004 (Inception) through
September 30, 2005, were approximately $0.5 million, $1.5 million, and $2.0
million, respectively.

Geological costs. Geological costs represent seismic data costs relating to the
West Cameron 77 #2 well. Geological costs for the three and nine months
ended September 30, 2005 were nil. Geological costs for the period August 2,
2004 (Inception) through September 30, 2005 were approximately $22 thousand.

Casualty losses. Casualty losses for the three and nine months ended September
30, 2005 and for the period August 2, 2004 (Inception) through September 30,
2005 were approximately nil, $73 thousand and $73 thousand, respectively. In
March 2005, the Fund reported a claim to its insurance carrier for cost recovery
related to the West Cameron 77 #2 project and recorded a $73 thousand casualty
loss related to costs not recoverable through insurance.

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
managed by the Manager. General and administrative expenses of approximately
$0.1 million and $0.2 million, respectively, were incurred for the three and
nine months ended September 30, 2005, respectively. For the period August 2,
2004 (Inception) through September 30, 2005, general and administrative expenses
were approximately $0.2 million.

Other income. Other income is comprised solely of interest income and represents
interest earned on money market accounts. Interest income for the three and nine
months ended September 30, 2005 and for the period August 2, 2004 (Inception)
through September 30, 2005, were approximately $0.4 million, $0.9 million, and
$1.0 million, respectively.

Capital Resources and Liquidity

Cash flows used in operating activities for the nine months ended September 30,
2005 were approximately $1.0 million, primarily related to cash expenditures for
management fees and general and administrative fees, partially offset by
interest income.

Cash flows used in operating activities for the period August 2, 2004
(Inception) through September 30, 2005 were approximately $4.9 million,
primarily related to investment and management fees paid to the Manager
approximating $5.5 million, partially offset by interest income received from
money market funds.

Cash flows used in investing activities for the nine months ended September 30,
2005 were approximately $8.9 million, related to payments to operators for
working interests and expenditures and capital expenditures for oil and gas
properties and the funding of the salvage fund. Investing activities related to
properties are for 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 September 30, 2005 were approximately $12.8 million, related
to payments to operators for working interests and expenditures and capital
expenditures for oil and gas properties and the funding of the salvage fund.

                                       25
<PAGE>

Cash flows provided by financing activities for the nine months ended September
30, 2005 were approximately $51 thousand, primarily 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 September 30, 2005 represents approximately $70.3 million,
primarily related to net proceeds from the sale of shares of the Fund, which was
comprised primarily 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 September 30, 2005.

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

Estimated Capital Expenditures

The Fund has entered into multiple operating agreements for the drilling and
development of its investment properties. The estimated capital expenditures
associated with these agreements can vary depending on the stage of development
on a property-by-property basis. For projects committed as of September 30,
2005, such estimated capital expenditures to be spent total approximately $39.1
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:

                                       26
<PAGE>
<TABLE>
<CAPTION>
Estimated Capital Expenditures
As of September 30, 2005                                             Spent Through
(In thousands)                                     Total Project     September 30,           To be Spent
                                                       Costs             2005              Next 12 Months
                                                   ------------      ------------          ------------
<S>                                                  <C>                <C>                   <C>
Projects
West Cameron 77 #2 (i) (ii)                          $13,100            $ 6,255               $ 6,845
East Breaks 157 (ii) (iii)                            16,819                130                16,689
Eugene Island 357 (ii) (iii)                           8,190                 40                 8,150
Eugene Island 337 (ii) (iv)                            7,703                248                 7,455
                                                     -------            -------               -------
                                                     $45,812            $ 6,673               $39,139
                                                     =======            =======               =======
</TABLE>

    (i)   Total project costs assumes the drilling of two wells, costs spent
          through September 30, 2005 represent drilling and completion costs
          associated with the first well only.
    (ii)  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.
    (iii) East Breaks 157 and Eugene Island 357 were determined to be dry-holes
          in March 2006.
    (iv)  Eugene Island 337 determined to be successful in July 2006, production
          expected in April 2007.



                                       27
<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 nine months
ended September 30, 2005, 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 September 30, 2005
("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.


                                       28
<PAGE>


(b)  Changes in Internal Control over Financial Reporting

In the course of our initial 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 Fund's quarter ended September 30, 2005 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.

                                       29
<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.




                                       30
<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.


                                       31
<PAGE>


                                   SIGNATURES


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

Dated: April 5, 2007                       RIDGEWOOD ENERGY M FUND, LLC

                               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)




                                       32
<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.



                                       33