UNITED
STATES


SECURITIES AND EXCHANGE
COMMISSION





Washington,
D.C. 20549





FORM 10-Q








ý
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the quarterly period ended March 31,
2008


or





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





Commission
File Number 000-51268





RIDGEWOOD
ENERGY M FUND, LLC


(Exact
name of registrant as specified in its charter)








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





1314
King Street, Wilmington, Delaware 19801


(Address
of principal executive offices) (Zip code)





(302)
888-7444


(Registrant’s
telephone number, including area code)





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


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





Shares of
LLC Membership Interest





Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.


Yes  ýNo  o





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





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





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





There is
no market for the shares. As of May 15, 2008 there are 535.6818 shares
outstanding.





1


Table
      of ContentsPart
      I - FINANCIAL INFORMATION
              
              PageItem 1.
              Financial Statements:Unaudited Condensed Balance Sheets as of March 31, 2008 and
      December 31, 2007
              
              3Unaudited Condensed Statements of Operations for the three
      months endedMarch 31, 2008 and 2007
              4Unaudited Condensed Statements of Cash Flows for three months
      endedMarch 31, 2008 and 2007
              5Notes to Unaudited Condensed Financial
      Statements
              
              6Item 2.
              Management's Discussion and Analysis of Financial Condition
      and Results of Operations
              
              12Item 3.
              Quantitative and Qualitative Disclosures about Market
      Risk
              
              17Item 4.
              Controls and Procedures
              
              17Part
      II - OTHER INFORMATIONItem 1.
              Legal Proceedings
              
              17Item 1A.
              Risk Factors
              
              17Item 2.
              Unregistered Sales of Equity Securities and Use of
      Proceeds
              
              17Item 3.
              Defaults Upon Senior Securities
              
              17Item 4.
              Submissions of Matters to a Vote of Security
      Holders
              
              17Item 5.
              Other Information
              
              17Item 6.
              Exhibits
              
              17SIGNATURES
              
              19








2




RIDGEWOOD ENERGY M FUND, LLCUNAUDITED
      CONDENSED BALANCE SHEETS(in
      thousands, except share amounts)March
      31, 2008
                
                
                December
      31, 2007AssetsCurrent
      assets:Cash
      and cash equivalents
                
                $
                10,193
                
                
                $
                8,163Short-term
      investment in marketable securities
                
                
                -
                
                
                
                5,075Production
      receivable
                
                
                286
                
                
                
                119Other
      current assets
                
                
                313
                
                
                
                99Total
      current assets
                
                
                10,792
                
                
                
                13,456Salvage
      fund
                
                
                1,119
                
                
                
                1,111Oil
      and gas properties:Advances
      to operators for working interests and expenditures
                
                
                -
                
                
                
                66Unproved
      properties
                
                
                7,318
                
                
                
                7,357Proved
      properties
                
                
                17,663
                
                
                
                15,033Less:
      accumulated depletion and amortization
                
                
                (8,145
                )
                
                
                (7,909
                )Total
      oil and gas properties, net
                
                
                16,836
                
                
                
                14,547Total
      assets
                
                $
                28,747
                
                
                $
                29,114Liabilities
      and Members' CapitalCurrent
      liabilities:Due
      to operators
                
                $
                1,726
                
                
                $
                1,367Accrued
      expenses payable
                
                
                97
                
                
                
                131Due
      to affiliates (Note 6)
                
                
                -
                
                
                
                6Total
      current liabilities
                
                
                1,823
                
                
                
                1,504Asset
      retirement obligations
                
                
                538
                
                
                
                476Total
      liabilities
                
                
                2,361
                
                
                
                1,980Commitments
      and contingencies (Note 8)Members'
      capital:Manager:Distributions
                
                
                (1,402
                )
                
                
                (1,402
                )Retained
      earnings
                
                
                4
                
                
                
                97Manager's
      total
                
                
                (1,398
                )
                
                
                (1,305
                )Shareholders:Capital
      contributions (834 shares authorized;  535.6818 issued
      and
                  outstanding)
                
                
                78,887
                
                
                
                78,887Syndication
      costs
                
                
                (8,597
                )
                
                
                (8,597
                )Distributions
                
                
                (7,945
                )
                
                
                (7,945
                )Accumulated
      deficit
                
                
                (34,561
                )
                
                
                (33,906
                )Shareholders'
      total
                
                
                27,784
                
                
                
                28,439Total
      members' capital
                
                
                26,386
                
                
                
                27,134Total
      liabilities and members' capital
                
                $
                28,747
                
                
                $
                29,114
  The
accompanying notes are an integral part of these unaudited condensed financial
statements.







3







RIDGEWOOD ENERGY M FUND, LLCUNAUDITED
      CONDENSED STATEMENTS OF OPERATIONS(in
      thousands, except share amounts)Three
      months ended March 31,2008
              
              
              2007RevenueOil
      and gas revenue
              
              $
              446
              
              
              $
              1,378ExpensesDepletion
      and amortization
              
              
              236
              
              
              
              389Dry-hole
      costs
              
              
              447
              
              
              
              -Management
      fees to affiliate (Note 6)
              
              
              -
              
              
              
              323Impairment
      of proved property
              
              
              (471
              )
              
              
              -Operating
      expenses
              
              
              919
              
              
              
              393General
      and administrative expenses
              
              
              151
              
              
              
              182Total
      expenses
              
              
              1,282
              
              
              
              1,287(Loss)
      income from operations
              
              
              (836
              )
              
              
              91Other
      incomeInterest
      income
              
              
              88
              
              
              
              279Net
      (loss) income
              
              $
              (748
              )
              
              $
              370Manager
      InterestNet
      (loss) income
              
              $
              (93
              )
              
              $
              73Shareholder
      InterestNet
      (loss) income
              
              $
              (655
              )
              
              $
              297Net
      (loss) income per share
              
              $
              (1,223
              )
              
              $
              554
 The
accompanying notes are an integral part of these unaudited condensed financial
statements.





4







RIDGEWOOD ENERGY M FUND, LLCUNAUDITED
      CONDENSED STATEMENTS OF CASH FLOWS(in
      thousands)Three
      months ended March 31,2008
              
              
              2007Cash
      flows from operating activitiesNet
      (loss) income
              
              $
              (748
              )
              
              $
              370Adjustments
      to reconcile net (loss) income to net cash
                provided
      by operating activities:Depletion
      and amortization
              
              
              236
              
              
              
              389Dry-hole
      costs
              
              
              447
              
              
              
              -Impairment
      of proved property
              
              
              (471
              )
              
              
              -Settlement
      of asset retirement obligation
              
              
              (20
              )
              
              
              -Accretion
      expense
              
              
              2
              
              
              
              3Interest
      earned on marketable securities
              
              
              (36
              )
              
              
              (147
              )Changes
      in assets and liabilities:(Increase)
      decrease in production receivable
              
              
              (167
              )
              
              
              36Decrease
      (increase) in other current assets
              
              
              45
              
              
              
              (63
              )Increase
      (decrease) in due to operators
              
              
              783
              
              
              
              (229
              )(Decrease)
      increase in due to affiliates
              
              
              (6
              )
              
              
              40(Decrease)
      increase in accrued expenses payable
              
              
              (34
              )
              
              
              117Net
      cash provided by operating activities
              
              
              31
              
              
              
              516Cash
      flows from investing activitiesCapital
      expenditures for oil and gas properties
              
              
              (3,104
              )
              
              
              (1,787
              )Salvage
      fund investments
              
              
              (8
              )
              
              
              (8
              )Proceeds
      from the maturity of marketable securities
              
              
              5,111
              
              
              
              15,740Investment
      in marketable securities
              
              
              -
              
              
              
              (8,739
              )Net
      cash provided by investing activities
              
              
              1,999
              
              
              
              5,206Cash
      flows from financing activitiesDistributions
              
              
              -
              
              
              
              (1,601
              )Net
      cash used in financing activities
              
              
              -
              
              
              
              (1,601
              )Net
      increase in cash and cash equivalents
              
              
              2,030
              
              
              
              4,121Cash
      and cash equivalents, beginning of period
              
              
              8,163
              
              
              
              7,508Cash
      and cash equivalents, end of period
              
              $
              10,193
              
              
              $
              11,629Supplemental
      schedule of non-cash investing activitiesAdvances
      used for capital expenditures in oil and gas
                properties
      reclassified to unproved properties
              
              $
              66
              
              
              $
              -
  The
accompanying notes are an integral part of these unaudited condensed financial
statements.





5





RIDGEWOOD ENERGY M FUND, LLC


NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS








1.
            Organization
      and Purpose





The
Ridgewood Energy M Fund, LLC (the “Fund”), a Delaware limited liability company,
was formed on August 2, 2004 and operates pursuant to a limited liability
company agreement (the “LLC agreement”) dated as of September 7, 2004 by and
among Ridgewood Energy Corporation (the “Manager”) and the shareholders of the
Fund. 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
Manager performs, or arranges for the performance of, the management,
administrative services required for Fund operations. Such services include,
without limitation, the administration of shareholder accounts, shareholder
relations and the preparation, review and dissemination of tax and other
financial information.  In addition, the Manager provides office
space, equipment and facilities and other services necessary for Fund
operations.  The Manager also engages and manages the contractual
relations with outside custodians, depositories, accountants, attorneys,
broker-dealers, corporate fiduciaries, insurers, banks and others as required
(Notes 2, 6 and 8).





2.
            Summary
      of Significant Accounting Policies





Basis
of Presentation


These
unaudited interim condensed financial statements have been prepared by the
Fund’s management in accordance with accounting principles generally accepted in
the United States of America (“GAAP”) and in the opinion of management, contain
all adjustments (consisting of only normal recurring adjustments) necessary to
present fairly the Fund’s financial position, results of operations and cash
flows for the periods presented.  Certain information and note
disclosures normally included in annual financial statements prepared in
accordance with GAAP have been omitted in these unaudited interim condensed
financial statements.  The results of operations, financial position,
and cash flows for the periods presented herein are not necessarily indicative
of future financial results.  These unaudited interim condensed
financial statements should be read in conjunction with the annual financial
statements and the notes thereto for the year ended December 31, 2007 included
in the Fund’s Annual Report on Form 10-K (“Form 10-K”) filed with the Securities
and Exchange Commission (the “SEC”).





Use
of Estimates


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





Cash
and Cash Equivalents


All
highly liquid investments with maturities when purchased of three months or less
are considered cash and cash equivalents. At times, bank deposits may be in
excess of federally insured limits.  At March 31, 2008 and December
31, 2007, bank balances, inclusive of salvage fund, exceeded federally insured
limits by $10.0 million and $8.0 million, respectively.  The Fund
maintains bank deposits with accredited financial institutions.





Investments
in Marketable Securities


At times
the Fund may invest in United States Treasury Bills and Notes.  These
investments are considered short-term when their maturities are greater
than three months and one year or less, and long-term when their maturities are
in excess of twelve months.  The Fund currently has investments that
are classified as held-to-maturity.  Held-to-maturity securities are
those investments that the Fund has the ability and intent to hold until
maturity, and are recorded at cost plus accrued income, adjusted for the
amortization of premiums and discounts, which approximate fair
value.  At March 31, 2008 and December 31, 2007, the Fund had
held-to-maturity investments, inclusive of salvage fund, totaling $1.1 million
and $6.2 million, respectively.  The held-to-maturity investments held
at March 31, 2008 mature in February 2012.





6





Salvage
Fund


Pursuant
to the Fund’s LLC Agreement, 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.  There are
no legal restrictions on withdrawals from the salvage fund.





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.





Upon the
sale or retirement of a proved property, the cost and related accumulated
depletion and amortization will be eliminated from the property accounts, and
the resultant gain or loss is recognized.  On the sale or retirement
of an unproved property, gain or loss on the sale is recognized.  The
Manager does not currently intend to sell any of the Fund’s property
interests.





Capitalized
acquisition costs of producing oil and natural gas properties are depleted by
the units-of-production method.





As of
March 31, 2008, $0.9 million was recorded in due to operators related to capital
expenditures for oil and natural gas property, which was paid during the second
quarter of 2008.  Additionally, at March 31, 2008, $0.3 million of
well credits were included in other current asset, which were collected during
the second quarter of 2008.





Advances
to Operators for Working Interests and Expenditures


The
Fund’s acquisition of a working interest in a well or a project requires it to
make a payment to the seller for the Fund’s right, title and
interest.  The Fund is required to advance its share of estimated cash
expenditures for the succeeding month’s operation. The Fund accounts for such
payments as advances to operators for working interests and
expenditures.  As drilling costs are incurred, the advances are
transferred to unproved properties.





Asset
Retirement Obligations


For oil
and natural gas properties, there are obligations to perform removal and
remediation activities when the properties are retired.  When a
project reaches drilling depth and is determined to be either proved or dry, an
asset retirement obligation is incurred.  Plug and abandonment costs
associated with unsuccessful properties are expensed as dry-hole
costs.  The table below presents changes for the three months ended
March 31, 2008 and the year ended December 31, 2007.




March
      31, 2008
              
              
              December
      31, 2007(in
      thousands)Balance,
      beginning of period
              
              $
              476
              
              
              $
              225Liabilities
      incurred
              
              
              80
              
              
              
              291Revision
      to prior estimate
              
              
              -
              
              
              
              16Liabilities
      settled
              
              
              (20
              )
              
              
              (69
              )Accretion
      expense
              
              
              2
              
              
              
              13Balance,
      end of period
              
              $
              538
              
              
              $
              476







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





7




Syndication
Costs


Direct
costs associated with offering the Fund’s shares including professional fees,
selling expenses and administrative costs payable to the Manager, an affiliate
of the Manager and outside brokers are reflected as a reduction of shareholders’
capital.





Revenue
Recognition and Production Receivable


Oil and
natural gas sales are recognized and a production receivable is recorded 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).





The
volume of oil and natural gas sold on the Fund’s behalf may differ from the
volume of oil and natural gas the Fund is entitled. The Fund will account for
such oil and natural gas production imbalances by the entitlements method. Under
the entitlements method, the Fund will recognize a receivable from other working
interest owners for volumes oversold by other working interest
owners.  For volumes oversold by the Fund a payable to other working
interest owners will be recorded. As of March 31, 2008 and December 31, 2007,
there were no material oil or natural gas balancing arrangements between the
Fund and other working interest owners.





Impairment
of Long-Lived Assets


In
accordance with the Statement of Financial Accounting Standards (“SFAS”) No.
144, “Accounting for the Impairment of Long-Lived Assets”, long-lived
assets, such as oil and natural gas properties, are evaluated when events or
changes in circumstances indicate the carrying value of such assets may not be
recoverable. The determination of whether impairment has occurred is made by
comparing the carrying values of long-lived assets to the estimated future
undiscounted cash flows attributable to the asset. The impairment loss
recognized is the excess of the carrying value over the future discounted cash
flows attributable to the asset or the estimated fair value of the asset.
 For the three months ended March 31, 2008 and 2007, no impairments have
been recorded.  During the three months ended March 31, 2008, the Fund
recorded a credit from the operator of $0.5 million upon review of well costs
related to the previously impaired Eugene Island 364 project..  A portion
of the credit, amounting to $0.2 million was offset against a related due to
operator balance and the remaining $0.3 million is included in other current
assets.




Depletion
and Amortization


Depletion
and amortization of the cost of proved oil and natural gas properties are
calculated using the units-of-production method.  Proved developed
reserves are used as the base for depleting the cost of successful exploratory
drilling and development costs.  The sum of proved developed and
proved undeveloped reserves is used as the base for depleting, or amortizing,
leasehold acquisition costs, the costs to acquire proved properties and platform
and pipeline costs.





Income
Taxes


No
provision is made for income taxes in the financial statements.  The
Fund is a limited liability company, and as such the Fund’s income or loss is
passed through and included in the tax returns of the Fund’s
shareholders.





Income
and Expense Allocation


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




3.
            Recent
      Accounting Standards





In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” (“SFAS
No.157”), which applies under most other accounting pronouncements that require
or permit fair value measurements. SFAS No. 157 provides a common definition of
fair value as the price that would be received to sell an asset or paid to
transfer a liability in a transaction between market participants. The new
standard also provides guidance on the methods used to measure fair value and
requires expanded disclosures related to fair value
measurements.  SFAS No. 157 had originally been effective for financial
statements issued for fiscal years beginning after November 15, 2007, however
the FASB has agreed on a one year deferral for all non-financial assets and
liabilities.   On January 1, 2008, the Fund adopted SFAS 157 for
financial assets and liabilities.  See Note 7 for related
disclosure.





8




4.
            Unproved
      Properties - Capitalized Exploratory Well
Costs





Leasehold
acquisition and exploratory drilling costs are capitalized pending determination
of whether the well has found proved reserves.  Unproved properties
are assessed on a quarterly basis by evaluating and monitoring if sufficient
progress is made on accessing the reserves.





The
following table reflects the net changes in unproved properties for the three
months ended March 31, 2008 and the year ended December 31, 2007.  The
Fund had one property, Vermilion 344, with capitalized costs greater than one
year.  Capitalized costs related to this project at March 31, 2008 and
December 31, 2007 were $1.5 million and $1.1 million,
respectively.  This project has been deemed a success, and production
facilities are being completed, with production expected during the second
quarter of 2008.




March
      31, 2008
              
              
              December
      31, 2007(in
      thousands)Balance,
      beginning of period
              
              $
              7,357
              
              
              $
              5,355Additions
      to capitalized exploratory well costs pending the
                determination
      of proved reserves
              
              
              2,949
              
              
              
              7,960Reclassification
      to proved properties based on the
                determination
      of proved reserves
              
              
              (2,551
              )
              
              
              (5,958
              )Capitalized
      exploratory well costs charged to dry-hole costs
              
              
              (437
              )
              
              
              -Balance,
      end of period
              
              $
              7,318
              
              
              $
              7,357







Capitalized
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 are detailed in the table below.




Three
      months ended March 31,Lease
      Block
              
              2008
              
              
              2007(in
      thousands)South
      Marsh 213
              
              $
              437
              
              
              $
              -Ship
      Shoal 81
              
              
              8
              
              
              
              -East
      Breaks 157
              
              
              1
              
              
              
              -Eugene
      Island 357
              
              
              1
              
              
              
              -$
              447
              
              
              $
              -







5.
            Distributions





The
Manager will determine whether available cash from operations, as defined in the
Fund's LLC Agreement, is to be distributed. Such distributions are allocated 85%
to the shareholders and 15% to the Manager, as 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
were no distributions paid to the shareholders or the Manager for the three
months ended March 31, 2008.





9




The
shareholders and the Manager received distributions of $1.4 million and $0.2
million, respectively, for the three months ended March 31, 2007.





6.
            Related
      Parties





The LLC
Agreement provides that the Manager render management, administrative and
advisory services.  For such services, prior to October 1, 2007, the
Manager received an annual management fee, payable monthly, ranging from 1%
to  2.5% of total capital contributions, net of cumulative dry-hole
costs incurred by the Fund.  Beginning on October 1, 2007 and
continuing for the remaining life of the Fund, the Manager elected to waive its
management fee.  Management fees of $0.3 million were incurred for the
three months ended March 31, 2007.  Upon the waiver of the management
fee, the Fund began recording costs relating to services provided by the Manager
for accounting and investor relations.  Such costs totaled $20
thousand, which were included in general and administrative expenses for the
three months ended March 31, 2008.





In
addition, the Manager is also entitled to a 15% interest in the cash
distributions.  For the three months ended March 31, 2008, no
distributions were paid to the Manager, and for the three months ended March 31,
2007, the Manager was paid distributions totaling $0.2 million.





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.  There were no such amounts payable or receivable for these
transactions at March 31, 2008.  As of December 31, 2007 the Fund owed
the Manager $6 thousand relating to revenue allocations.





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





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





7.
            Fair
      Value of Financial Instruments and
Measurements





As of
March 31, 2008 and December 31, 2007, the carrying values of cash and cash
equivalents, short-term investments in marketable securities, salvage fund,
production receivable and accrued expenses approximated fair value.





In
accordance with SFAS 157, the Fund’s available-for-sale investments are measured
utilizing Level 1 inputs, which are quoted prices in active
markets.





8.
            Commitments
      and Contingencies





Capital
Commitments


The Fund
has entered into multiple offshore operating agreements for the drilling and
development of its investment properties. The estimated capital expenditures
associated with these agreements vary depending on the stage of development on a
property-by-property basis. As of March 31, 2008, the Fund had committed to
spend an additional $0.8 million relating to the properties.





Environmental
Considerations


The
exploration for and development of oil and natural gas involves the extraction,
production and transportation of materials which, under certain conditions, can
be hazardous or cause environmental pollution problems.  The Manager
and 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.  At March 31, 2008 and December 31,
2007, there were no known environmental contingencies that required the Fund to
record a liability.





10




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.  Moreover, insurance is obtained as a
package covering all of the Manager’s investment programs.  Claims
made by other such programs can reduce or eliminate insurance for the
Fund.





9.
            Subsequent
      Events





South
Marsh Island 213


In March
2008, the Fund acquired a 5.5% working interest in the exploratory project South
Marsh Island 213 (“SMI 213”) from LLOG Exploration Offshore, Inc (“LLOG”), the
operator.  This project began drilling in March 2008.  On
April 30, 2008 the Fund was informed by LLOG that the well being drilled on the
SMI 213 lease block did not have commercially productive quantities of either
natural gas or oil and had been deemed an unsuccessful well, or dry
hole.  As a result of the dry hole, the Fund concluded that a charge
for impairment of its working interest in the SMI 213 lease block was required,
of which $0.4 million was incurred during the three months ended March 31, 2008.
The Fund estimates that an additional $0.9 million of dry-hole costs, inclusive
of plug and abandonment, will be incurred during the second quarter
2008.  The Fund does not expect this dry hole to incur significant
additional expenditures.

























11





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





Cautionary
Statement Regarding Forward-Looking Statements





Certain
statements in this quarterly report on Form 10-Q (“Quarterly Report”) and
the documents Ridgewood Energy M Fund, LLC (the “Fund”) has incorporated by
reference into this Quarterly Report, other than purely historical information,
including estimates, projections, statements relating to the Fund’s business
plans, strategies, objectives and expected operating results, and the
assumptions upon which those statements are based, are “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act
of 1995, Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”) and Section 21E of the Securities Exchange Act of 1934
(the “Exchange Act”). These forward-looking statements generally are identified
by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “plan,” “target,” “pursue,” “may,” “will,” “would,” “will be,” “will
continue,” “will likely result,” and similar expressions. Forward-looking
statements are based on current expectations and assumptions that are subject to
risks and uncertainties which may cause actual results to differ materially from
the forward-looking statements.  Examples of such events that could
cause actual results to differ materially from historical results or those
anticipated include weather conditions, such as hurricanes, changes in market
conditions affecting the pricing of oil and natural gas, the cost and
availability of equipment, and changes in governmental
regulations.  The Fund undertakes no obligation to update or revise
publicly any forward-looking statements, whether as a result of new information,
future events or otherwise.





Critical
Accounting Policies and Estimates





The
following discussion and analysis of the Fund’s financial condition and
operating results is based on the Fund’s financial statements.  The
preparation of this Quarterly Report requires the Fund to make estimates and
assumptions that affect the reported amount of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the Fund’s
financial statements, and the reported amount of revenue and expenses during the
reporting period. Actual results may differ from those estimates and
assumptions.  See “Notes to Unaudited Condensed Financial Statements”
in Part I of this Quarterly Report for a presentation of the Fund’s significant
accounting policies.   No changes have been made to the Fund’s
critical accounting policies and estimates disclosed in its 2007 Annual Report
on Form 10-K.





Overview
of the Fund’s Business





The Fund
is a Delaware limited liability company formed on August 2, 2004 to acquire
interests primarily in oil and natural gas projects located in the U.S. waters
of the Gulf of Mexico. Ridgewood Energy Corporation (“Ridgewood Energy” or the
“Manager”) a Delaware corporation, is the Manager. As the Manager, Ridgewood
Energy has direct and exclusive control over the management and control of Fund
operations. The Fund is an independent oil and natural gas producer. The
Fund’s primary investment objective is to generate cash flow for distribution to
the Fund’s shareholders through participation in oil and natural gas exploration
and development projects in the Gulf of Mexico.





The
Manager performs certain duties on the Fund’s behalf including the evaluation of
potential projects for investment and ongoing management, administrative and
advisory services associated with these projects.  For these services,
the Manager has received an annual management fee, ranging from 1% to 2.5%
of total capital contributions, net of cumulative dry-hole costs.  As
of October 1, 2007, the Manager has elected to cease collecting its management
fee for the remaining life of the Fund. The Fund does not currently, nor is
there any plan to operate any project in which the Fund
participates.  The Manager enters into operating agreements with
third-party operators (the “Operators”) for the management of all exploration,
development and producing operations, as appropriate.  The Manager
also participates in distributions.





Business
Update





The Fund
owns working interests and has participated in the drilling of fourteen wells,
six of which were determined to be dry-holes.  Eight wells were
successful discoveries of which two are currently producing, five are scheduled
to come on production within the next six months and one well has been
abandoned.





12





Successful
/ Drilling Projects





Eugene Island
337


In 2006,
the Fund acquired a 20% ownership in Eugene Island 337 from Devon Energy
Corporation (“Devon”), the operator.  The property was determined to
be a commercial success in July 2006.  The total cost of this property
was $6.1 million, of which impairment costs totaling $4.9 million were recorded
during the year ended December 31, 2007.  No impairments were taken
during the three months ended March 31, 2008 and 2007.





West
Cameron 77 #2 (Mustang)


In 2004,
the Fund acquired a 14.54% working interest in the West Cameron 77 #2 project
operated by BHP Billiton Petroleum (“BHP”).  The well began production
in May 2006.  During the fourth quarter of 2007 production in the
lower reservoir zone ceased and in early 2008 the Operator recompleted the upper
reservoir zone and production resumed in February 2008. The total cost of
the property was $8.8 million.  During the three months ended March
31, 2008, the Fund incurred $0.8 million of workover costs related to this
well.





West
Cameron 57


In
September 2007, the Fund acquired a 12.5% working interest in the West Cameron
57 project operated by Chevron U.S.A., Inc. (“Chevron”).  Drilling
began in October 2007, and the well was determined to be a success in February
2008.  Completion efforts are currently in process, and production is
expected in August 2008.  As of March 31, 2008, the Fund has spent
$4.6 million on this well and has an additional $0.8 million budgeted for
completion.





LLOG
Projects


In
October 2006, the Fund acquired an 8.75% working interest in six exploratory
wells to be drilled by LLOG Exploration Company (“LLOG”), operator, off the
coast of Louisiana.  Of the six wells, the Fund elected not to proceed
with one well and one well was determined to be a dry hole.





The
remaining four LLOG wells have been determined to be successful, are undergoing
completion, and production is expected during the second quarter of
2008.  The total budget for these projects is $7.7 million, of which
$5.3 million has been spent at March 31, 2008.





Dry
Holes / Abandonment





South
Marsh Island 213


In March
2008, the Fund acquired a 5.5% working interest in the exploratory project South
Marsh Island 213 from LLOG Exploration Offshore, Inc (“LLOG”), the
operator.  This project began drilling in March 2008.  On
April 30, 2008 the Fund was informed by LLOG that the well being drilled on the
South Marsh Island 213 lease block did not have commercially productive
quantities of either natural gas or oil and had been deemed an unsuccessful
well, or dry hole.  As a result of the dry hole, the Fund concluded
that a charge for impairment of its working interest in the South Marsh Island
213 lease block was required, of which $0.4 million was incurred during the
three months ended March 31, 2008.





Eugene Island
364


In 2006,
the Fund acquired  a 50% working interest in Eugene Island 364
operated by El Paso E&P Company (“El Paso”).  The well produced
for a short time in 2006 but had been shut-in since August 2006 due to
mechanical problems.  At December 31, 2007, the Fund concluded
that it was no longer economical to proceed with recovery efforts and the well
was abandoned.  The total cost of this property was $13.3 million, of
which impairment costs totaling $11.4 million were recorded during the year
ended December 31, 2007.  During the three months ended March 31,
2008, the Eugene Island 364 project received credits totaling $0.5 million from
the operator upon review of the well costs.  No impairments were taken
during the three months ended March 31, 2007.  The Fund maintains the
rights to the lease block through 2012.





Results
of Operations





The
following review of operations for the three months ended March 31, 2008 and
2007 should be read in conjunction with the Fund’s financial statements and the
notes thereto.





13




Three
      months ended March 31,2008
              
              
              2007(in
      thousands)RevenueOil
      and gas revenue
              
              $
              446
              
              
              $
              1,378ExpensesDepletion
      and amortization
              
              
              236
              
              
              
              389Dry-hole
      costs
              
              
              447
              
              
              
              -Management
      fees to affiliate
              
              
              -
              
              
              
              323Impairment
      of proved property
              
              
              (471
              )
              
              
              -Operating
      expenses
              
              
              919
              
              
              
              393General
      and administrative expenses
              
              
              151
              
              
              
              182Total
      expenses
              
              
              1,282
              
              
              
              1,287(Loss)
      income from operations
              
              
              (836
              )
              
              
              91Other
      incomeInterest
      income
              
              
              88
              
              
              
              279Net
      (loss) income
              
              $
              (748
              )
              
              $
              370




Oil and
GasRevenue.During the three months
ended March 31, 2008, the Fund had two producing wells, West Cameron 77 Mustang
and Eugene Island 337, which came on production May 2006 and November 2007,
respectively.  During the three months ended March 31, 2007, the Fund
had one producing well.  Oil and gas revenue for the three months
ended March 31, 2008 was $0.4 million, a $0.9 million decrease from the three
months ended March 31, 2007.  The decrease is attributable to a net
decrease in production and sales volumes totaling $1.0 million partially offset
by the impact of increased average prices totaling $0.1 million.  The
decrease in production volumes was attributable to a decrease in gas and oil
volumes totaling $0.9 million and $0.1 million, respectively.





Oil
prices during the three months ended March 31, 2008 averaged approximately $98
per barrel as compared to $58 per barrel for the three months ended March 31,
2007.  During the three months ended March 31, 2008, oil production
was 200 barrels compared to 1,850 barrels during the three months ended March
31, 2007.  The decrease was attributable to the West Cameron 77
Mustang well, which was shut-in during the fourth quarter of 2007 and resumed
production at significantly reduced rates in 2008.  The Eugene Island
337 well does not produce any significant volumes of oil.





During
the three months ended March 31, 2008, natural gas prices averaged approximately
$9.00 per mcf inclusive of processing revenues, compared to approximately $7.14
per mcf during the three months ended March 31, 2007.  Natural gas
production during the three months ended March 31, 2008 was approximately 47
thousand mcf, compared to 177 thousand mcf, during the three months ended March
31, 2007. The decrease was primarily a result of the decline in production of
the West Cameron 77 Mustang well, partially offset by the onset of production
for the Eugene Island 337 well.





Depletion and
Amortization.  Depletion and amortization for the three months
ended March 31, 2008 and 2007 was $0.2 million and $0.4 million,
respectively.  The decrease in depletion and amortization resulted
from a decline in production for the West Cameron 77 Mustang well, partially
offset by the Eugene Island 337 well coming on production in November
2007.





Dry-hole
Costs.Dry-hole costs are those
costs incurred to drill and develop a well that is ultimately found to be
incapable of producing either oil or natural gas in sufficient quantities to
justify completion of the well. The following table summarizes dry-hole costs
inclusive of plug and abandonment costs.





14




Three
      months ended March 31,Lease
      Block
              
              2008
              
              
              2007(in
      thousands)South
      Marsh 213
              
              $
              437
              
              
              $
              -Ship
      Shoal 81
              
              
              8
              
              
              
              -East
      Breaks 157
              
              
              1
              
              
              
              -Eugene
      Island 357
              
              
              1
              
              
              
              -$
              447
              
              
              $
              -







Management
Fees
to Affiliate.Management fees
for the three months ended March 31, 2007 were $0.3
million.  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. Beginning on October 1, 2007 and continuing for the
remaining life of the Fund, the Manager elected to waive its management
fee.





Impairment of
Proved Property.During the three months ended March 31, 2008,
the previously impaired Eugene Island 364 project received credits totaling $0.5
million from the Operator upon review of the well costs.





Operating
Expenses.  Operating expenses represent the cost of operating
and maintaining wells and related facilities, geological costs and accretion
expense. For the three months ended March 31, 2008 and 2007, operating expenses
were $0.9 million and $0.4 million, respectively.  The increase for
three months ended March 31, 2008 is attributable to $0.8 million of workover
costs associated with the West Cameron 77 Mustang well as well as the onset
of  production of Eugene Island 337.





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




Three
      months ended March 31,2008
              
              
              2007(in
      thousands)Accounting
      and legal fees
              
              $
              65
              
              
              $
              45Insurance
              
              
              62
              
              
              
              128Management
      reimbursement
              
              
              20
              
              
              
              -Trust
      fees and other
              
              
              4
              
              
              
              9$
              151
              
              
              $
              182







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 premiums related to well control
insurance, which varies dependent upon drilling activity, and directors and
officers liability policy, which is allocated by the Manager to the Fund based
on capital raised by the Fund to total capital raised by all oil and natural gas
funds managed by the Manager. Trust fees represent bank fees associated with the
management of the Fund’s investment portfolio in US Treasury
securities.  Management reimbursement and other expenses relate to a
reimbursement to the Manager by the Fund for various administrative costs
incurred by the Manager on the Fund’s behalf for the three months ended March
31, 2008.





Interest
Income.Interest
income is comprised of interest earned on money market accounts and short-term
investments in U.S. Treasury securities.  For the three months ended
March 31, 2008 and 2007 interest income was $0.1 million and $0.3 million,
respectively.  The decrease was attributable to a reduction in
interest rates during the three months ended March 31, 2008 coupled with a
decrease in average outstanding balances earning interest due to property
expenditures during the period.





15





Capital
Resources and Liquidity





Operating Cash
Flows


Cash
flows used in operating activities for the three months ended March 31, 2008,
were $31 thousand, primarily related to cash receipts of $0.3 million and
interest received of $0.1 million and a favorable working capital of $0.8
million, which is partially attributable to accrued workover costs related to
West Cameron 77.  These amounts were partially offset by operating
expenses of $0.9 million, and general and administrative expenses of $0.2
million.





Cash
flows provided by operating activities for the three months ended March 31, 2007
were $0.5 million, primarily related to cash receipts of $1.4 million and
interest received of $0.1 million, partially offset by cash expenditures for
management fees of $0.3 million, operating expenses of $0.4 million, general and
administrative expenses of $0.2 million, and unfavorable working capital of $0.1
million.





Investing
Cash Flows


Cash
flows provided by investing activities for the three months ended March 31, 2008
were $2.0 million, primarily related to proceeds from the maturity of marketable
securities of $5.1 million, offset by capital expenditures for oil and gas
properties of $3.1 million.





Cash
flows provided by investing activities for the three months ended March 31, 2007
were $5.2 million, primarily related to the proceeds from the maturity of
marketable securities of $15.7 million partially offset by capital expenditures
for oil and gas properties of $1.8 million and investments in marketable
securities of $8.7 million.





Financing
Cash Flows


There
were no cash flows used in financing activities for the three months ended March
31, 2008.





Cash
flows used in financing activities for the three months ended March 31, 2007
were $1.6 million, related to distributions paid to the Manager and to the
shareholders.





Estimated
Capital Expenditures





The Fund
has entered into multiple offshore operating agreements for the drilling and
development of its investment properties.  The estimated capital
expenditures associated with these agreements can vary depending on the stage of
development on a property-by-property basis.  As of March 31, 2008,
the Fund had commitments related to authorizations for expenditures totaling
$0.8 million for properties.   If the properties were to be
successful, the Fund would make additional expenditures totaling $2.4 million
related to the completion of these properties.





Liquidity
Needs





The
Fund’s primary short-term liquidity needs are to fund its 2008 operations and
capital expenditures with existing cash on-hand and income earned from its
short-term investments and cash and cash equivalents.





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





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





When the
Manager makes a decision for participation in a particular project, it assumes
that the well will be successful and allocates enough capital to budget for the
completion of that well and the additional development wells that are
anticipated to be drilled. If the exploratory well is deemed a dry hole or if it
is un-economical, the capital allocated to the completion of that well and to
the development of additional wells is then reallocated to a new project or used
to make additional investments.





16





Off-Balance Sheet Arrangements





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





Contractual
Obligations





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





ITEM 3.  QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK




Not
required.




ITEM 4.  CONTROLS AND
PROCEDURES




In
accordance with Exchange Act Rules 13a-15 and 15d-15, the Fund carried out
an evaluation, under the supervision and with the participation of management,
including its Chief Executive Officer and Chief Financial Officer, of the
effectiveness of our disclosure controls and procedures as of the end of the
period covered by this report.  Based on that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that the Fund’s
disclosure controls and procedures were effective as of March 31,
2008.




There has
been no change in the Fund’s internal control over financial reporting that
occurred during the three months ended March 31, 2008 that has materially
affected, or is reasonably likely to materially affect, the Fund’s internal
control over financial reporting.




PART
II.  OTHER INFORMATION




ITEM 1. LEGAL
PROCEEDINGS




There
have been no changes to the legal proceedings disclosed in the Fund’s most
recent Annual Report on Form 10-K.




ITEM 1A. RISK
FACTORS




Not
required.




ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS




None.




ITEM 3.  DEFAULTS
UPON SENIOR SECURITIES




None.




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




None.




ITEM 5. OTHER
INFORMATION




None.




ITEM 6.
EXHIBITS





17




Item
      6.
              
              Exhibits10.1
              
              Participation
      Agreement between El Paso E&P Company, L.P. and Ridgewood Energy
      Corporation as Manager and LLOG Exploration Offshore, Inc. for South Marsh
      Island Block 213.31.1
              
              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.

















18






SIGNATURES





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





Dated:
            May
      15, 2008
            
            
            
            RIDGEWOOD
      ENERGY M FUND, LLCBy:
            /s/
            
            ROBERT
      E. SWANSONName:
            
            Robert
      E. SwansonTitle:
            
            President
      and Chief Executive Officer(Principal
      Executive Officer)Dated:
            May
      15, 2008By:
            /s/
            
            KATHLEEN
      P. MCSHERRYName:
            
            Kathleen
      P. McSherryTitle:
            
            Executive
      Vice President and Chief Financial Officer(Principal
      Financial and Accounting Officer)













19