UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   FORM 10-Q/A
                                 Amendment No. 2



     |X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

             For the quarterly period ended June 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. 2 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 August 15, 2005, is a
result of the restatement of our financial statements as of June 30, 2005, for
the three and six months ended June 30, 2005 and for the period August 2, 2004
(Inception) through June 30, 2005.

We are restating our previously reported financial information for these periods
to correct for the following: (1) reclassifications of advances to operators for
working interest and expenditures from unproved properties, (2)
misclassifications of unproved properties, (3) incorrect accruals related to
dry-hole costs, property and insurance expense, (4) the presentation of due to
affiliate and (5) recording of casualty losses. In addition, our statements of
cash flows have been restated for misclassification of investing and financing
activities as operating activities.

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>
<CAPTION>


                                                 Table of Contents
<S>                                                                                                          <C>
Part I - FINANCIAL INFORMATION                                                                               Page
   Item 1.  Financial Statements (Unaudited):
    Condensed Balance Sheets as of June 30, 2005 (restated) and December 31, 2004 .............................4
    Condensed Statements of Operations for the three and six months ended June 30, 2005 (restated)
        and August 2, 2004 (Inception) through June 30, 2005 (restated) .......................................5
    Condensed Statements of Cash Flows for the six months ended June 30, 2005 (restated)
        and August 2, 2004 (Inception) through June 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 .......................................27
   Item 4.  Controls and Procedures ..........................................................................27

Part II - OTHER INFORMATION

   Item 6.  Exhibits .........................................................................................30

   SIGNATURES ................................................................................................31
</TABLE>


                                       3
<PAGE>

                          RIDGEWOOD ENERGY M FUND, LLC
                        (An exploratory stage enterprise)
                            CONDENSED BALANCE SHEETS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                           June 30, 2005      December 31, 2004
                                                                           -------------      -----------------
                                                                            (Restated -
                                                                             see note 9)
<S>                                                                        <C>                   <C>
                                  ASSETS
Current assets:
   Cash and cash equivalents                                               $ 56,250,889          $ 62,461,036
   Due from affiliate (Note 6)                                                   12,892                     -
   Prepaid expenses                                                               5,002                35,012
                                                                           ------------          ------------
      Total current assets                                                   56,268,783            62,496,048
                                                                           ------------          ------------
Oil and gas properties
   Advances to operators for working interests and expenditures                 201,713                     -
   Unproved properties                                                        3,321,614                     -
                                                                           ------------          ------------
      Total oil and gas properties                                            3,523,327                     -
                                                                           ------------          ------------
      Total assets                                                         $ 59,792,110          $ 62,496,048
                                                                           ============          ============
                    LIABILITIES AND MEMBERS' CAPITAL
Current liabilities:
   Due to operators                                                        $     91,062          $          -
   Accrued expenses payable                                                      21,701               365,663
   Due to affiliate (Note 6)                                                          -               417,177
                                                                           ------------          ------------
      Total current liabilities                                                 112,763              782,840
                                                                           ------------          ------------
   Total Liabilities                                                            112,763               782,840
                                                                           ------------          ------------
Commitments and contingencies (Note 8)
Shareholder's  capital:
   Manager:
      Accumulated deficit                                                      (297,077)             (155,292)
                                                                           ------------          ------------
      Manager's total                                                          (297,077)             (155,292)
                                                                           ------------          ------------
   Shareholders:
   Capital contributions, and syndication costs (834 shares authorized;
      535.6818 and 536.1818 issued and outstanding as of
      June 30, 2005 and December 31, 2004, respectively)                     78,886,679            79,013,679
      Subscriptions receivable                                                        -              (680,000)
      Syndication costs                                                      (8,596,612)           (8,654,802)
      Accumulated deficit                                                   (10,313,643)           (7,810,377)
                                                                           ------------          ------------
      Shareholders' total                                                    59,976,424            61,868,500
                                                                           ------------          ------------
      Total members' capital                                                 59,679,347            61,713,208
                                                                           ------------          ------------
      Total liabilities and members' capital                               $ 59,792,110          $ 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
                                                      For the three       For the six            (Inception)
                                                      months ended        months ended            through
                                                      June 30,2005        June 30,2005          June 30,2005
                                                      ------------        ------------          ------------
                                                       (Restated -         (Restated -          (Restated -
                                                       see note 9)         see note 9)          see note 9)
<S>                                                   <C>                 <C>                   <C>
Revenues
   Oil and gas revenue                                $          -        $          -          $          -
                                                      ------------        ------------          ------------
Expenses
   Dry hole costs                                        2,026,737           2,026,737             5,916,757
   Geological costs                                              -                   -                21,586
   Investment fees to affiliate (Note 6)                         -                   -             3,583,985
   Management fees to affiliate (Note 6)                   484,538             986,967             1,468,836
   Casualty loss                                                 -              72,700                72,700
   Other general and administrative expenses                69,394              90,466               148,850
                                                      ------------        ------------          ------------
      Total expenses                                     2,580,669           3,176,870            11,212,714
                                                      ------------        ------------          ------------
      Loss from operations                              (2,580,669)         (3,176,870)          (11,212,714)
Other income
   Interest income                                         362,785             531,819               601,994
                                                      ------------        ------------          ------------
      Total other income                                   362,785             531,819               601,994
   Net loss                                           $ (2,217,884)       $ (2,645,051)         $(10,610,720)
                                                      ------------        ------------          ------------
   Manager - Net loss                                 $    (99,729)       $   (141,785)         $   (297,077)
   Shareholders - Net loss                            $ (2,118,155)       $ (2,503,266)         $(10,313,643)
   Net loss per share                                 $     (3,954)       $     (4,673)         $    (19,253)



        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 six           (Inception)
                                                                          months ended            through
                                                                         June 30, 2005         June 30, 2005
                                                                         -------------         -------------
                                                                          (Restated -
                                                                           see note 9)
<S>                                                                      <C>                   <C>
Cash flows from operating activities
   Net loss                                                              $ (2,645,051)         $(10,610,720)
   Adjustments to reconcile net loss to net cash
      used in operating activities
   Dry hole costs                                                           2,026,737             5,916,757
   Changes in assets and liabilities
      Decrease (increase) in prepaid expenses                                  30,010                (5,002)
      (Decrease) increase in accrued expenses payable                          (1,640)               21,701
      (Decrease) increase in due from affiliate/due to affiliate             (212,173)              (12,892)
                                                                         ------------          ------------
     Net cash used in operating activities                                   (802,117)           (4,690,156)
                                                                         ------------          ------------
Cash flows from investing activities
   Payments to operators for working interests and expenditures              (201,713)             (201,713)
   Capital expenditures for oil and gas properties                         (5,257,289)           (9,147,309)
                                                                         ------------          ------------
     Net cash used in investing activities                                 (5,459,002)           (9,349,022)
                                                                         ------------          ------------
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                  (6,210,147)           56,250,889
     Cash and cash equivalents, beginning of period                        62,461,036                     -
                                                                         ------------          ------------
     Cash and cash equivalents, end of period                            $ 56,250,889          $ 56,250,889
                                                                         ============          ============



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

                                       6
<PAGE>


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


1.  Organization and Purpose

The Ridgewood Energy M Fund, LLC ("Fund"), a Delaware limited liability company,
was formed on August 2, 2004 and operates pursuant to a limited liability
company agreement ("LLC Agreement") dated as of September 7, 2004 by and among
Ridgewood Energy Corporation ("Manager") and the shareholders of the Fund.
Although the date of formation is August 2, 2004, the Fund did not begin
operations until September 7, 2004 when it began its private offering of shares.
The Fund had no business transactions prior to September 7, 2004 and as such, no
prior comparative financial information is presented.

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 June 30, 2005 and December 31, 2004, amounts recorded in due to operators
totaling approximately $0.1 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
June 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 June 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

                                       9
<PAGE>

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

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 the 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 six months ended June 30, 2005 and
for the period August 2, 2004 (Inception) through June 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
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 June 30, 2005, and December 31, 2004, the Fund had no accumulated
depletion and amortization.

                                       10
<PAGE>

    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 June 30, 2005 and December 31, 2004,
bank balances exceeded federally insured limits by approximately $56.1 million
and $62.3 million, respectively. The Fund maintains bank deposits with
accredited financial institutions to mitigate such risk.

    Income and Expense Allocation

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

3.  Recent Accounting Pronouncements

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

                                       11
<PAGE>

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
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.

                                       12
<PAGE>

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 for both the three and six months ended June 30, 2005, compared to
approximately $5.9 million for the period August 2, 2004 (Inception) through
June 30, 2005. As of June 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
six months ended June 30, 2005.

                                                             June 30, 2005
                                                             -------------
         Balance - Beginning of period                          $       -

         Additions to capitalized exploratory well costs
          pending the determination of proved reserves          3,321,614
                                                               ----------
         Balance - End of period                               $3,321,614
                                                               ==========

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 were no distributions paid by the Fund.

6.  Related Parties

The Manager was paid a one time investment fee of 4.5% of initial capital
contributions. Fees are payable for services of investigating and evaluating
investment opportunities and effecting transactions. For the three and six
months ended June 30, 2005 and for the period August 2, 2004 (Inception) through
June 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.

                                       13
<PAGE>

Management fees of approximately $0.5 million and $1.0 million were incurred and
paid for the three and six months ended June 30, 2005, respectively. Management
fees of approximately $1.5 million were incurred and paid for the period August
2, 2004 (Inception) through June 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 June 30, 2005 and December 31, 2004, approximately $13 thousand
was due from the Manager 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 June 30, 2005 and for the period ended December 31, 2004, the carrying
value of cash and cash equivalents approximate fair value.

8.  Commitment and Contingencies

    Environmental Considerations

The exploration for and development of oil and natural gas involves the
extraction, production and transportation of materials which, under certain
conditions, can be hazardous or cause environmental pollution problems. The
Manager and the Operators are continually taking action they believe appropriate
to satisfy applicable federal, state and local environmental regulations and do
not currently anticipate that compliance with federal, state and local
environmental regulations will have a material adverse effect upon capital
expenditures, results of operations or the competitive position of the Fund in
the oil and natural gas industry. However, due to the significant public and
governmental interest in environmental matters related to those activities, the
Manager cannot predict the effects of possible future legislation, rule changes,

                                       14
<PAGE>

or governmental or private claims. As of June 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 insured event occurs.

9.  Restatement of Previously Issued Financial Statements

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

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

    o   Costs associated with West Cameron 77 were over accrued and have been
        corrected, resulting in a $3.2 million decrease in unproved properties
        and a corresponding decrease in due to operators.
    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 $1.9 million decrease in
        dry-hole costs for the three and six months ended June 30, 2005 and for
        the period August 2, 2004 (Inception) through June 30, 2005 and a
        corresponding decrease in due to operators as of June 30, 2005.
    o   Payments for West Cameron 77, which were incorrectly expensed, have been
        corrected, resulting in approximately a $25 thousand decrease in lease
        operating expenses for the three and six months ended June 30, 2005 and
        for the period August 2, 2004 (Inception) through June 30, 2005, and a
        corresponding increase in unproved properties as of June 30, 2005. In
        addition, lease operating expenses were also impacted by the Fund's
        restatement of the March 31, 2005 financial statements, resulting in an
        approximate $25 thousand decrease in lease operating expenses for the
        six months ended June 30, 2005 and for the period August 2, 2004
        (Inception) through June 30, 2005.
    o   Insurance expense which was over accrued, has been corrected,
        resulting in approximately a $0.1 million decrease in other general
        and administrative expenses for the three and six months ended June
        30, 2005 and for the period August 2, 2004 (Inception) through June 30,
        2005 and a corresponding decrease in due to operators. and a
        corresponding decrease in due to operators as of June 30, 2005.
    o   Property payments for West Cameron 77 which were incorrectly recorded as
        unproved properties have been reclassified to advances to operators for
        working interests and expenditures resulting in approximately a $0.2
        million increase in advances to operators for working interests and
        expenditures and a corresponding decrease in unproved properties.
    o   Casualty losses for the West Cameron 77 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 six months ended June 30, 2005 and for the period August 2, 2004
        (Inception) through June 30, 2005 and a corresponding decrease in
        unproved properties as of June 30, 2005.
    o   Payables and receivables from the same affiliates were incorrectly
        presented and have been corrected, resulting in approximately a $5
        thousand decrease in both due from affiliate and due to affiliate.


                                       15
<PAGE>

The above corrections resulted in approximately a $1.9 million decrease in net
loss for the six months ended June 30, 2005, which resulted in approximately a
$1.9 million decrease in shareholders' accumulated deficit and a decrease of
approximately $75 thousand in Managers' 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 six months ended
June 30, 2005 and for the period August 2, 2004 (Inception) through June 30,
2005:

<TABLE>
<CAPTION>
Balance Sheet Effects:
                                                         June 30, 2005
                                                         As Previously                          June 30, 2005
                          ASSETS                           Reported           Adjustments          Restated
                                                           --------           -----------          --------
<S>                                                      <C>                 <C>                <C>
Current assets:
   Due from affiliate                                    $     17,892        $     (5,000)      $     12,892
     Total current assets                                  56,273,783              (5,000)        56,268,783
Oil and gas properties
   Advances to operators for working interests
     and expenditures                                    $          -        $    201,713       $    201,713
   Unproved properties-Exploratory drilling costs           6,723,329          (3,401,715)         3,321,614
      Total oil and gas properties                          6,723,329          (3,200,002)         3,523,327
      Total assets                                       $ 62,997,112        $ (3,205,002)      $ 59,792,110
             LIABILITIES AND MEMBERS' CAPITAL
Current liabilities:
   Due to operators                                      $  5,232,875        $ (5,141,813)      $     91,062
   Due to affiliate                                             5,000              (5,000)                 -
   Accrued expenses payable                                    21,721                 (20)            21,701
      Total current liabilities                             5,259,596          (5,146,833)           112,763
   Total Liabilities                                        5,259,596          (5,146,833)           112,763
Shareholder's  capital:
   Manager:
      Accumulated deficit                                    (371,628)             74,551           (297,077)
      Manager's total                                        (371,628)             74,551           (297,077)
   Shareholders:
      Accumulated deficit                                 (12,180,923)          1,867,280        (10,313,643)
      Shareholders' total                                  58,109,144           1,867,280        (59,976,424)
      Total shareholder's capital                          57,737,516           1,941,831         59,679,347
      Total liabilities and shareholder's capital        $ 62,997,112        $ (3,205,002)      $ 59,792,110
</TABLE>

                                       16
<PAGE>

<TABLE>
<CAPTION>
Statement of Operations Effects:                      For the three
                                                       months ended                    For the three
                                                      June 30, 2005                    months ended
                                                      As Previously                    June 30, 2005
                                                        Reported        Adjustments      Restated
                                                        --------        -----------      --------
<S>                                                   <C>               <C>            <C>
Expenses
   Dry hole costs                                     $ 3,903,303       $(1,876,566)   $ 2,026,737
   Lease operating expenses                                25,099           (25,099)             -
   Other general and administrative expenses              157,565           (88,171)        69,394
      Total expenses                                    4,570,505        (1,989,836)     2,580,669
      Loss from operations                             (4,570,505)        1,989,836     (2,580,669)
      Net loss                                        $(4,207,720)      $ 1,989,836    $(2,217,884)
      Manager - Net loss                              $  (135,485)      $    35,756    $   (99,729)
      Shareholders - Net loss                         $(4,072,235)      $ 1,954,080    $(2,118,155)
      Net loss per share                              $    (7,602)      $     3,648    $    (3,954)


</TABLE>

                                       17
<PAGE>

<TABLE>
<CAPTION>
Statement of Operations Effects:                       For the six
                                                       months ended                     For the six
                                                      June 30, 2005                    months ended
                                                      As Previously                    June 30, 2005
                                                        Reported        Adjustments      Restated
                                                        --------        -----------      --------
<S>                                                   <C>               <C>            <C>
Expenses
   Dry hole costs                                     $ 3,903,303       $(1,876,566)   $ 2,026,737
   Casualty loss                                                -            72,700         72,700
   Lease operating expenses                                49,794           (49,794)             -
   Other general and administrative expenses              178,637           (88,171)        90,466
        Total expenses                                  5,118,701        (1,941,831)     3,176,870
        Loss from operations                           (5,118,701)        1,941,831     (3,176,870)
        Net loss                                      $(4,586,882)      $ 1,941,831    $(2,645,051)
        Manager - Net loss                            $  (216,336)      $    74,551    $  (141,785)
        Shareholders - Net loss                       $(4,370,546)      $ 1,867,280    $(2,503,266)
        Net loss per share                            $    (8,159)      $     3,486    $    (4,673)

<CAPTION>

                                                     For the period
                                                     August 2, 2004                   For the period
                                                       (Inception)                    August 2, 2004
                                                        through                         (Inception)
                                                      June 30, 2005                       through
                                                      As Previously                    June 30, 2005
                                                        Reported        Adjustments      Restated
                                                        --------        -----------      --------
<S>                                                   <C>               <C>            <C>
Expenses
   Dry hole costs                                     $  7,793,323      $ (1,876,566)  $  5,916,757
   Casualty loss                                                 -            72,700         72,700
   Lease operating expenses                                 49,794           (49,794)             -
   Other general and administrative expenses               237,021           (88,171)       148,850
        Total expenses                                  13,154,545        (1,941,831)    11,212,714
        Loss from operations                           (13,154,545)        1,941,831    (11,212,714)
        Net loss                                      $(12,552,551)     $  1,941,831   $(10,610,720)
        Manager - Net loss                            $   (371,628)     $     74,551   $   (297,077)
        Shareholders - Net loss                       $(12,180,923)     $  1,867,280   $(10,313,643)
        Net loss per share                            $    (22,739)     $      3,486   $    (19,253)

</TABLE>

In addition to the cash flow impact of the of the above restatements, the
statements of cash flows for the six months ended June 30, 2005 and for the
period August 2, 2004 (Inception) through June 30, 2005 has also been restated
for the following:

    o   Cash flows for syndication costs, which were incorrectly reported as
        operating activities, have been reclassified, resulting in approximately
        a $0.2 million increase in cash used in operating activities and a
        corresponding increase to cash provided by financing activities.
    o   Cash flows for unproved properties which were incorrectly classified in
        operating activities have been corrected to be properly reflected as an
        investing activity, resulting in approximately a $65 thousand increase
        in cash used in operating activities and a corresponding decrease in
        cash used in investing activities.
    o   Contributions from shareholders and syndication costs for the period
        August 2, 2004 (Inception) through June 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
        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 six
                                                                         months ended                       For the six
                                                                        June 30, 2005                      months ended
                                                                        As Previously                      June 30, 2005
                                                                          Reported        Adjustments        Restated
                                                                          --------        -----------        --------
<S>                                                                     <C>               <C>                <C>
Cash flows from operating activities
   Net loss                                                             $(4,586,882)      $ 1,941,831        $(2,645,051)
   Adjustments to reconcile net loss to net cash
     used in operating activities
     Dry hole costs                                                       3,903,303        (1,876,566)         2,026,737
       Increase (decrease) in accrued expenses payable                            -            (1,640)            (1,640)
       (Decrease) in due to affiliate                                             -          (212,173)          (212,173)
       Net cash used in operating activities                               (651,866)         (150,251)          (802,117)

Cash flows from investing activities
   Payments to operators for working interests and expenditures                   -          (201,713)          (201,713)
   Capital expenditures for oil and gas properties                       (5,393,757)          136,468         (5,257,289)
     Net cash used in investing activities                               (5,393,757)          (65,245)        (5,459,002)
Cash flows from financing activities
   Syndication costs                                                       (775,714)          215,496           (560,218)
     Net cash provided by financing activities                             (164,524)          215,496             50,972

<CAPTION>

                                                                        For the period
                                                                        August 2, 2004                     For the period
                                                                          (Inception)                      August 2, 2004
                                                                           through                           (Inception)
                                                                         June 30, 2005                         through
                                                                         As Previously                      June 30, 2005
                                                                           Reported       Adjustments          Restated
                                                                           --------       -----------          --------
<S>                                                                     <C>               <C>              <C>
Cash flows from operating activities
   Net loss                                                             $(12,552,551)     $  1,941,831     $(10,610,720)
   Adjustments to reconcile net loss to net cash
     used in operating activities
     Dry hole costs                                                        7,793,323        (1,876,566)       5,916,757
       Increase (decrease) in accrued expenses payable                        23,341            (1,640)          21,701
       Increase (decrease) in due to affiliate                               218,876          (231,768)         (12,892)
       Net cash used in operating activities                              (4,539,905)         (150,251)      (4,690,156)

Cash flows from investing activities
   Payments to operators for working interests and expenditures                    -          (201,713)        (201,713)
   Capital expenditures for oil and gas properties                        (9,283,777)          136,468       (9,147,309)
     Net cash used in investing activities                                (9,283,777)          (65,245)      (9,349,022)
Cash flows from financing activities
   Contribution from shareholders, net
     of subscription receivable                                           78,333,679           553,000       78,886,679
   Syndication costs                                                      (8,870,298)          273,686       (8,596,612)
   Return of shareholder's capital contribution                             (127,000)          127,000                -
   Collection of subscription receivable                                     680,000          (680,000)               -
   Syndication costs recovered                                                58,190           (58,190)               -

     Net cash provided by financing activities                            70,074,571           215,496       70,290,067
</TABLE>



                                       19
<PAGE>

10. Subsequent Events

On July 29, 2005, the Fund was informed by Samson Energy, the Operator of Main
Pass 155 that the project did not have commercially productive quantities of
either oil or natural gas and has therefore been deemed a dry-hole. The well
began drilling June 2005. The Fund owns a 30% working interest in Main Pass 155.
Total cumulative dry-hole costs, inclusive of plug and abandonment charges, were
approximately $2.0 million for the quarter ended June 30, 2005, approximately
$2.0 million for the quarter ended September 30, 2005, and ($0.1) million for
the quarter ended December 31, 2005, for a total of approximately $3.9 million.

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.

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 June 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>
Eugene Island 337           Devon Energy       September 2005       LA         20.00%           Discovery July 2006 -
                                                                                                Waiting on Production
Eugene Island 364             El Paso          February 2006        LA          50%             Production June 2006 -
                            Corporation                                                         Temporarily shut in for
                                                                                                 mechanical problems
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. 2, 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,
results of future development and exploration activities, prevailing natural gas
and oil prices, operating costs and other factors. Revisions to estimated

                                       21
<PAGE>

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>
West Cameron 77#2        BHP Billiton     LA          14.54%            $  9,127       Currently producing

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

                                       22
<PAGE>


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

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

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

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

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


In October 2006, the Fund acquired a working interest in the following wells
operated by LLOG Exploration Company ("LLOG").
<CAPTION>
                                                     Working           Budgeted
       Well Name          Operator     Offshore     Interest%       (in thousands)            Status
<S>                                                    <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 six months ended June 30, 2005, net loss was
approximately $2.2 million and $2.6 million, primarily relating to management
fees of approximately $0.5 million and $1.0 million, respectively, and dry-hole
costs of approximately $2.0 million for both periods, partially offset by
interest income. For the period August 2, 2004 (Inception) through June 30,
2005, net loss was approximately $10.6 million, primarily related to dry-hole
costs, investment fees and management fees of approximately $5.9 million, $3.6
million and $1.5 million, respectively, offset by interest income.

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 June 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 incapable of producing either oil or natural
gas in sufficient quantities to justify completion of the well. Dry-hole costs
are recognized in the period in which the costs are incurred. Dry-hole costs for
the three and six months ended June 30, 2005 and for the period August 2, 2004
(Inception) through June 30, 2005 were approximately $2.0 million, $2.0 million
and $5.9 million, respectively. The Fund experienced two dry-holes from
inception through June 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 recognized for the three
and six months ended June 30, 2005.

Management fees. The Manager receives annual management fee, payable monthly, of
2.5% of total capital contributions. Management fees are charged to cover
expenses associated with overhead incurred by the Manager for its ongoing
management, administrative and advisory services. Such overhead expenses include
but are not limited to rent, payroll and benefits for employees of the Manager,
and other administrative costs. Management fees are approximately $164 thousand
per month. Management fees incurred and paid for the three and six months ended
June 30, 2005, and the period August 2, 2004 (Inception) through June 30, 2005
totaled approximately $0.5 million, $1.0 million, and $1.5 million,
respectively.

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

Casualty loss. Casualty loss for the three and six months ended June 30, 2005
and for the period August 2, 2004 (Inception) through June 30, 2005 was
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.

                                       24

<PAGE>

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 $69
thousand, $90 thousand and $149 thousand, respectively, were incurred for the
three and six months ended June 30, 2005 and the period August 2, 2004
(Inception) through June 30, 2005, respectively.

Other income. Other income is comprised solely of interest income and represents
interest earned on money market accounts. Interest income for the three and six
months ended June 30, 2005 and for the period August 2, 2004 (Inception) through
June 30, 2005 were approximately $0.4 million, $0.5 million and $0.6 million,
respectively.

Capital Resources and Liquidity

Cash flows used in operating activities for the six months ended June 30, 2005
were approximately $0.8 million, primarily related to cash expenditures for
management fees, insurance expense and accounting and legal expense, partially
offset by interest income.

Cash flows used in operating activities for the period August 2, 2004
(Inception) through June 30, 2005 were approximately $4.7 million, primarily
related to investment and management fees paid to the Manager of approximately
$3.6 million and $1.5 million, respectively, partially offset by interest income
earned on money market funds.

Cash flows used in investing activities for the six months ended June 30, 2005
were approximately $5.5 million, related to capital expenditures for oil and gas
properties. Investing activities relate to the actual purchase of wells,
infrastructure and other capital items unrelated to operating activities
occurring after a well has begun producing.

Cash flows used in investing activities for the period August 2, 2004
(Inception) through June 30, 2005 were approximately $9.3 million, related to
capital expenditures for oil and gas properties.

Cash flows provided by financing activities for the six months ended June 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 March 31, 2005 were approximately $70.3 million, primarily
related to net proceeds from the sale of shares of the Fund, which was primarily
related to approximately $78.9 million for 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

                                       25
<PAGE>


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 June 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 June 30, 2005,
such estimated capital expenditures to be spent total approximately $8.9
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:

Estimated Capital Expenditures
As of June 30, 2005
In thousands
                              Total Project    Spent Through      To be Spent
                                  Costs        June 30, 2005     Next 12 Months
                                  -----        -------------     --------------
   Projects
   West Cameron 77 #2 (i)         $12,247         $ 3,523           $ 8,724
   Main Pass 155  (ii)              2,056           1,848               208
                                  -------         -------           -------
                                  $14,303         $ 5,371           $ 8,932
                                  =======         =======           =======
    (i) Total project costs assumes the drilling of two wells, costs spent
        through June 30, 2005 represent drilling and completion costs associated
        with the first well only.
   (ii) The Main Pass 155 Project was determined to be a dry-hole in July 2005.
        Therefore, of the estimated capital expenditures of approximately $33
        million at March 31, 2005, the development capital was reallocated to
        three new projects in the third quarter of 2005 (East Breaks 157, Eugene
        Island 357 and Eugene Island 337).



                                       26
<PAGE>

Item 3. Quantitative and Qualitative Disclosures about Market Risk


The principal market risks to which the Fund is exposed that may adversely
impact the Fund's results of operations and financial position are changes in
oil and natural gas prices. The Fund has no market risk sensitive instruments
held for trading purposes. Information about market risks for the three months
ended June 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 June 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 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.


                                       27
<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 quarter ended June 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.

                                       28
<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.



                                       29
<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.




                                       30
<PAGE>

                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Form 10-Q/A (Amendment No. 2) 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)






                                       31
<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.


                                       32