UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10-K

x ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For
the fiscal year ended December 31, 2008

or


o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE
SECURITIES EXCHANGE ACT OF 1934

For
the transition period from _____ to _____

Commission
File No. 000-53177

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

|                                                                 |                                      
|---------------------------------------------------------------- | -------------------------------------
|Delaware                                                         | 26-0225130                           
|(State or other jurisdiction
 of
 incorporation or organization) | (I.R.S. Employer
 Identification No.)

947
Linwood Avenue, Ridgewood, NJ 07450(Address of principal executive offices) (Zip code)

(800)
942-5550

(Registrants telephone
number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:


Shares of LLC
Membership Interest

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

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

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

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

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

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

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

There is no market for the shares. As of March 13, 2009 there are 332.2918
shares outstanding.

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RIDGEWOOD
ENERGY W FUND
2008 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS

|         |         |                                                                                                               |     
|-------- | ------- | ------------------------------------------------------------------------------------------------------------- | ----
|         |         |                                                                                                               | PAGE
|         |         |                                                                                                               |     
|         |         |                                                                                                              
|PART I   |         |                                                                                                              
|         | ITEM 1  | BUSINESS                                                                                                      | 3   
|         | ITEM 1A | RISK FACTORS                                                                                                  | 11  
|         | ITEM 1B | UNRESOLVED STAFF COMMENTS                                                                                     | 11  
|         | ITEM 2  | PROPERTIES                                                                                                    | 11  
|         | ITEM 3  | LEGAL PROCEEDINGS                                                                                             | 11  
|         | ITEM 4  | SUBMISSION OF MATTERS TO A VOTE OF
 SECURITY HOLDERS                                                          | 11  
|PART II  |         |                                                                                                              
|         | ITEM 5  | MARKET FOR REGISTRANTS COMMON
 EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 11  
|         | ITEM 6  | SELECTED FINANCIAL DATA                                                                                       | 11  
|         | ITEM 7  | MANAGEMENTS DISCUSSION AND ANALYSIS
 OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                        | 11  
|         | ITEM 7A | QUANTITATIVE AND QUALITATIVE
 DISCLOSURES ABOUT MARKET RISK                                                   | 17  
|         | ITEM 8  | FINANCIAL STATEMENTS AND
 SUPPLEMENTARY DATA                                                                  | 17  
|         | ITEM 9  | CHANGES IN AND DISAGREEMENTS WITH
 ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                         | 17  
|         | ITEM 9A | CONTROLS AND PROCEDURES                                                                                       | 17  
|         | ITEM 9B | OTHER INFORMATION                                                                                             | 18  
|PART III |         |                                                                                                              
|         | ITEM 10 | DIRECTORS, EXECUTIVE OFFICERS AND
 CORPORATE GOVERNANCE                                                       | 18  
|         | ITEM 11 | EXECUTIVE COMPENSATION                                                                                        | 20  
|         | ITEM 12 | SECURITY OWNERSHIP OF CERTAIN
 BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS               | 20  
|         | ITEM 13 | CERTAIN RELATIONSHIPS AND RELATED
 TRANSACTIONS, AND DIRECTOR INDEPENDENCE                                    | 20  
|         | ITEM 14 | PRINCIPAL ACCOUNTING FEES AND
 SERVICES                                                                       | 21  
|PART IV  |         |                                                                                                              
|         | ITEM 15 | EXHIBITS, FINANCIAL STATEMENT
 SCHEDULES                                                                      | 21  

1

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FORWARD-LOOKING
STATEMENTS

Certain statements in this Annual Report on Form 10-K
(Annual Report) and the documents Ridgewood Energy W Fund, LLC (the Fund)
has incorporated by reference into this Annual Report, other than purely
historical information, including estimates, projections, statements relating
to the Funds business plans, strategies, objectives and expected operating
results, and the assumptions upon which those statements are based, are
forward-looking statements based on current expectations and assumptions that
are subject to risks and uncertainties that may cause actual results to differ
materially from the forward-looking statements. These forward-looking
statements generally are identified by the words believe, project,
expect, anticipate, estimate, intend, strategy, plan,
target,
pursue, may, will likely result, and similar expressions. Examples of such events that could cause
actual results to differ materially from historical results or those
anticipated include weather conditions, such as hurricanes, changes in market
conditions affecting the pricing of oil and natural gas, the cost and
availability of equipment, and changes in governmental regulations. The Fund undertakes no obligation to update
or revise publicly any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by law.

WHERE
YOU CAN GET MORE INFORMATION

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

2

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PART I

ITEM
1. BUSINESS

Overview

The Fund is a Delaware limited liability company
(LLC) formed on May 17, 2007 to acquire interests primarily in oil and
natural gas properties located in the United States offshore waters of Texas,
Louisiana and Alabama in the Gulf of Mexico.

The Fund initiated its private placement offering on
June 15, 2007, selling whole and fractional shares of LLC membership interests
(Shares), primarily at $200 thousand per whole Share. There is no public
market for the Shares and one is not likely to develop. In addition, the Shares
are subject to material restrictions on transfer and resale and cannot be
transferred or resold except in accordance with the Funds limited liability
company agreement (the LLC Agreement) and applicable federal and state
securities laws. The private placement offering was terminated on December 17,
2007. The Fund raised $66.0 million and after payment of $10.8 million in
offering fees, commissions and investment fees, the Fund had $55.2 million for
investments and operating expenses. See
Item 13. Certain Relationships and Related Transactions, and Director
Independence for additional discussion.

Manager

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

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

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

As compensation for their services, the Manager is
entitled to an annual management fee, payable monthly, equal to 2.5% of the
total capital contributions made by the Funds shareholders, net of cumulative
dry-hole and related well costs incurred by the Fund. Management fees for the year ended December 31, 2008 and for the
period May 17, 2007 (Inception) through December 31, 2007 were $1.6 million and
$0.5 million, respectively.
Additionally, the Manager is entitled to receive a 15% interest in cash
distributions made by the Fund.
Distributions paid to the Manager for the year ended December 31, 2008
were $19 thousand. There were no
distributions paid by the Fund for the period May 17, 2007 (Inception) through
December 31, 2007.

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

3

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

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

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

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

Managers
Investment Committee and Investment Criteria

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

4

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Properties

The Fund owns working interests and has participated
in the drilling of nine wells, one is currently drilling, four have been
determined to be successful and four have been determined to be dry holes.

|                                          |  |                   |      |          |  |                                         |  |               |           |                    |  |                                          |  |   |       |  |   |       | 
|----------------------------------------- |  | ----------------- | ---- | -------- |  | --------------------------------------- |  | ------------- | --------- | ------------------ |  | ---------------------------------------- |  | - | ----- |  | - | ----- | 
|Lease
 Block                              |  | Working
 Interest |      | Operator |  | Off-shore
 Location in
 Gulf of
 Mexico |  | Target
 Depth |           | Drilling
 Risk (b) |  | Total
 Spent
 Through
 December 31, 2008 | 
|                                          |  |                   |      |          |  |                                         |  |               |           |                    |  |                                          | 
|                                          |  |                   |      |          |  |                                         |  | (feet)        |           | (in
 thousands)    | 
|Currently Drilling Projects               |  |                   |      |          |  |                                         |  |               |           |                    |  |                                          |  |   |       |  |   |       | 
|Ajax Project                              |  |                   | 12.5 | %        |  | Newfield                                |  |               | Louisiana |                    |  | 9,400                                    |  | $ | 3,153 |  | $ | 742   | 
|                                          |  |                   |      |          |  |                                         |  |               |           |                    |  |                                          |  |   |       |  |   |       | 
|Successful Projects                       |  |                   |      |          |  |                                         |  |               |           |                    |  |                                          |  |   |       |  |   |       | 
|Cobalt Project                            |  |                   | 5.0  | %        |  | Newfield                                |  |               | Louisiana |                    |  | 17,000                                   |  |   | N/A   |  | $ | 1,252 | 
|Main Pass 283/279 Well #1                 |  |                   | 9.0  | %        |  | W & T Offshore                          |  |               | Louisiana |                    |  | 11,400                                   |  |   | N/A   |  | $ | 2,331 | 
|Liberty Project                           |  |                   | 12.0 | %        |  | LLOG                                    |  |               | Louisiana |                    |  | 16,200                                   |  |   | N/A   |  | $ | 6,861 | 
|West Cameron 57                           |  |                   | 20.0 | %        |  | Marlin                                  |  |               | Louisiana |                    |  | 16,000                                   |  |   | N/A   |  | $ | 7,947 | 
|                                          |  |                   |      |          |  |                                         |  |               |           |                    |  |                                          |  |   |       |  |   |       | 
|Dry Holes (Date determined dry) (a)       |  |                   |      |          |  |                                         |  |               |           |                    |  |                                          |  |   |       |  |   |       | 
|Bison Project (January 2009)              |  |                   | 4.0  | %        |  | LLOG                                    |  |               | Texas     |                    |  | 10,500                                   |  |   | N/A   |  | $ | 287   | 
|Main Pass 283/279 Well #2 (December 2008) |  |                   | 5.0  | %        |  | W & T Offshore                          |  |               | Louisiana |                    |  | 15,900                                   |  |   | N/A   |  | $ | 1,414 | 
|Eos Project (November 2008)               |  |                   | 4.0  | %        |  | Mariner                                 |  |               | Louisiana |                    |  | 17,400                                   |  |   | N/A   |  | $ | 3,296 | 
|Eugene Island 31 (April 2008)             |  |                   | 25.0 | %        |  | Northstar                               |  |               | Louisiana |                    |  | 12,300                                   |  |   | N/A   |  | $ | 1,764 | 

|    |                                                                                                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Dry-hole costs represent costs incurred for wells
 that have been drilled but do not have commercially productive quantities of oil and/or natural gas reservoirs and have been
 plugged and abandoned.
|    |                                                                                                                                                                                                        
|(b) | Drilling risk represents the prospective estimated
 dry-hole, leasehold and sunk costs, as applicable.                                                                                                 

Currently
Drilling Projects


Ajax Project
In December 2008, the Fund acquired a 12.5% working
interest in the Ajax Project, an exploratory well, from Newfield Exploration
Company (Newfield), the operator. The
Ajax Project began drilling in January 2009 and results are expected in March
2009. Through December 31, 2008, the
Fund has spent $0.7 million related to this well, for which the total estimated
budget is $15.3 million.


Successful
Projects


Cobalt Project
In August 2008, the Fund acquired a 5.0% working
interest in the Cobalt Project, an exploratory well, from Newfield, the
operator. The Cobalt Project was
determined to be a commercial success in January 2009 and completion efforts
are ongoing. The well is expected to
commence production in May 2009.
Through December 31, 2008, the Fund has spent $1.3 million related to
this well, for which the total estimated budget is $2.2 million.


Main Pass 283/279Well #1In May 2008, the
Fund acquired a 9.0% working interest in the exploratory project Main Pass
283/279 Well #1 from W&T Offshore Inc. (W&T Offshore), the
operator. This project began drilling
in April 2008 and was determined to be successful in July 2008. Production for this well commenced in August
2008 and was temporarily suspended due to hurricane activity. Production resumed in late-September 2008. The Fund has spent $2.3
million
related to this property.

Liberty Project
In April 2008, the Fund
acquired a 12.0% working interest in the Liberty Project, an exploratory well,
from LLOG Exploration Offshore, Inc. (LLOG), the operator. This project began drilling in May 2008 and
was determined to be successful in July 2008.
Completion efforts are ongoing and production is expected in the first
quarter 2010. Through December 31,
2008, the Fund has spent $6.9 million on this well, for which the total
estimated budget is $10.2 million.

West Cameron 57
In September 2007, the Fund acquired a 20.0% working
interest in the West Cameron 57 well from Marlin Coastal, L.L.C. (Marlin),
the operator. Drilling began in October
2007 and the well was determined to be a success in February 2008. The well was completed and production commenced
in December 2008. Through December 31,
2008, the Fund has spent $7.9 million on this well, for which the total
estimated budget is $8.0 million.

5

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Dry
Holes


Bison Project
In November 2008, the Fund
acquired a 4.0% working interest in the Bison Project, an exploratory well,
from LLOG, the operator. The Bison
Project, located in the Galveston region of the Gulf of Mexico, began drilling
in December 2008 and was determined to be an unsuccessful well, or dry hole, in
January 2009. For the year ended
December 31, 2008, dry-hole costs related to this well were $0.3
million. Additional dry-hole costs of
$0.1 million, including plug and abandonment expenses, were incurred during the
first quarter 2009.


Main Pass 283/279Well #2In May 2008, the
Fund acquired a 5.0% working interest in the exploratory project Main Pass
283/279 Wells #2 and #3 from W&T Offshore, the operator. Main Pass 283/279 well #2 began drilling in
August 2008 and was temporarily suspended due to hurricane activity. Drilling resumed in late-September 2008 and
in December 2008, due to mechanical issues, W&T Offshore suspended drilling
operations and elected to plug and abandon the well. As a result of the plug and abandonment, during the year ended
December 31, 2008, the Fund incurred dry-hole costs totaling $1.4 million. Additionally, the Fund and W&T Offshore
elected not to proceed with the drilling of the third well in the Main Pass
283/279 lease block.

Eos Project
In August 2008, the Fund
acquired a 4.0% working interest in the Eos Project, an exploratory well, from
Mariner Energy, Inc. (Mariner), the operator. The Eos Project, located in the Garden Banks region of the Gulf
of Mexico, began drilling in August 2008 and was determined to be an
unsuccessful well, or dry hole, in November 2008. For the year ended December 31, 2008, dry-hole costs
related to this well, including plug and abandonment expenses, were $3.3
million.

Eugene Island 31
 In November 2007, the Fund acquired a 25.0%
working interest in the exploratory well Eugene Island 31, from Northstar GOM,
LLC (Northstar), the operator. The
well began drilling in March 2008 and was determined to be an unsuccessful
well, or dry hole, in April 2008. For the year ended December 31, 2008, dry-hole
costs related to this well, including plug and abandonment expenses, were $1.8
million.

Working
Interest in Oil and Natural Gas Leases

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

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

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

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

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

6

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Mineral
Management Services Deep Gas Royalty Incentive

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

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

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

Oil and
Natural Gas Agreements

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

Operator

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

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

Insurance

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

7

---



Salvage
Fund

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

Seasonality

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

However, the Funds drilling, production and
transportation operations are subject to seasonal risks, such as hurricanes,
that may affect the Funds ability to bring such oil or natural gas to the
market and, consequently, affect the price for such oil and natural gas. The
National Hurricane Center defines hurricane season in the Gulf of Mexico as
June 1st through November 30th. During hurricane season, the number and
intensity of, and resulting damage from, hurricanes in the Gulf of Mexico
region could affect the gathering and processing infrastructure, drilling
platforms or the availability and price of repair equipment. As a result, these
factors may affect the supply and, consequently, the price of oil and natural
gas. However, even if commodity prices increase because of weather related
shortages, the Fund may not be in a position to take immediate advantage of any
such price increase if, as a result of such weather related incident, damage
occurred to its projects, the gathering infrastructure or in the transportation
network.

The effect of hurricanes on operations can range from
no damage and little or no interruptions in operations to significant damage
with extended interruptions in operations.
As such, it is impossible to predict what impact, if any, a hurricane
may have on the Funds projects. During
September 2008, hurricane activity in the Gulf of Mexico did not cause material
damage to any of the Funds properties, however; the Fund did experience a
brief production interruption relative to its Main Pass 283/279 property at
such time.

Customers

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

Energy
Prices

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

Competition

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

8

---



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

Employees

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

Offices

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

Regulation

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



Outer Continental Shelf Lands Act

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

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

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

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

9

---



Sales and Transportation of Oil and Natural Gas

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

Environmental Matters and
Regulation

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

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

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

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

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

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

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

10

---



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

ITEM
1A. RISK FACTORS

Not required.

ITEM
1B.  UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM
2.  PROPERTIES

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

ITEM
3.  LEGAL PROCEEDINGS

None.

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

None.

PART II

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

There is currently no established public trading
market for the Shares. As of the date
of this filing, there were 807 shareholders of record of the Fund.

Distributions are made in accordance with the
provisions of the LLC Agreement. At various
times throughout the year, the Fund determines whether there is sufficient
available cash, as defined in the LLC Agreement, for distribution to
shareholders. There is, however, no
requirement to distribute available cash and as such, available cash is
distributed to the extent and at such times as the Manager believes is
advisable. During the year ended
December 31, 2008, the Fund paid distributions totaling $0.1 million. No
distributions were paid during the period May 17, 2007 (Inception) through
December 31, 2007.

ITEM
6.  SELECTED FINANCIAL DATA

Not required.

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

Overview
of the Funds Business

The Fund was organized to acquire interests in oil and
natural gas properties located in the United States offshore waters of Texas,
Louisiana and Alabama in the Gulf of Mexico. The Funds primary investment
objective is to generate cash flow for distribution to its shareholders through
participation in oil and natural gas exploration and development projects in
the Gulf of Mexico. Distributions are funded from cash flow from operations,
and the frequency and amount are within the Managers discretion subject to
available cash from operations, reserve requirements and Fund operations.

The Manager performs certain duties on the Funds
behalf including the evaluation of potential projects for investment and
ongoing management, administrative and advisory services associated with these
projects. The Fund does not currently, nor is there any plan, to operate any
project in which the Fund participates. The Manager enters into operating
agreements with third-party operators for the management of all exploration,
development and producing operations, as appropriate. See also Item 1. Business for additional information regarding
the projects of the Fund.

11

---



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

Subsequent
Events

Bison Project
In November 2008, the Fund
acquired a 4.0% working interest in the Bison Project, an exploratory well from
LLOG, the operator. The Bison Project,
located in the Galveston region of the Gulf of Mexico, began drilling in
December 2008 and was determined to be an unsuccessful well, or dry hole, in
January 2009. For the year ended
December 31, 2008, dry-hole costs related to this well were $0.3
million. Additional dry-hole costs of
$0.1 million, including plug and abandonment expenses, were incurred during the
first quarter 2009.

Critical
Accounting Estimates

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

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

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

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

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

12

---



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

Impairment of Long-Lived Assets
The Fund reviews long-lived assets, including oil and
natural gas properties, for impairment whenever events or changes in
circumstances indicate that the carrying amounts may not be recovered. Long-lived assets are tested based on
identifiable cash flows and are largely independent of the cash flows of other
assets and liabilities. If the carrying amounts of the long-lived assets are
not expected to be recovered by undiscounted future net cash flow estimates,
the assets are impaired and an impairment loss is recorded. The amount of impairment is based on the
estimated fair value of the assets determined by discounting anticipated future
net cash flows.

In the case of oil and natural gas properties, the
present value of future net cash flows is based on the Managers best estimate
of future prices, which is determined with reference to recent historical
prices and published forward prices, applied to projected production volumes of
individual fields and discounted at a rate commensurate with the risks
involved. The projected production volumes represent reserves, including
probable reserves, expected to be produced based on a stipulated amount of
capital expenditures. The production volumes, prices and timing of production
are consistent with internal projections and other externally reported
information. Oil and natural gas prices used for determining asset impairments
will generally differ from those used in the standardized measure of discounted
future net cash flows, since the standardized measure requires the use of
actual prices on the last day of the year.
Fair value determinations require considerable judgment and are
sensitive to changes in the factors described above, thus impairments could
occur in future periods.

13

---



Results
of Operations

The following table summarizes the Funds results of
operations for the year ended December 31, 2008 and for the period May 17, 2007
(Inception) through December 31, 2007 and should be read in conjunction with
the Funds financial statements and the notes thereto included within Item 8.
Financial Statements and Supplementary Data in this Annual Report. Although the date of formation is May 17,
2007, the Fund did not commence business activities until June 15, 2007 when it
began its private offering of shares.

|                                     |  |                                |        |                                                                      |   |        |  
|------------------------------------ |  | ------------------------------ | ------ | -------------------------------------------------------------------- | - | ------ | -
|                                     |  | Year
 ended
 December 31, 2008 |        | For
 the period
 May 17, 2007(Inception) through 
 December 31, 2007 |  
|                                     |  |                                |        |                                                                      |  
|                                     |  | (in
 thousands)                |       
|                                     |  |                                |       
|Revenue                              |  |                                |        |                                                                      |   |        |  
|Oil and gas
 revenue                 |  | $                              | 572    |                                                                      | $ |       |  
|                                     |  |                                |        |                                                                      |   |        |  
|Expenses                             |  |                                |        |                                                                      |   |        |  
|Depletion and
 amortization          |  |                                | 595    |                                                                      |   |       |  
|Dry-hole costs                       |  |                                | 6,762  |                                                                      |   |       |  
|Investment fees
 to affiliate        |  |                                |       |                                                                      |   | 2,981  |  
|Management fees
 to affiliate        |  |                                | 1,617  |                                                                      |   | 499    |  
|Operating
 expenses                  |  |                                | 350    |                                                                      |   | 68     |  
|General and
 administrative expenses |  |                                | 574    |                                                                      |   | 174    |  
|                                     |  |                                |        |                                                                      |   |        |  
|                                     |  |                                |       
|Total expenses                       |  |                                | 9,898  |                                                                      |   | 3,722  |  
|                                     |  |                                |        |                                                                      |   |        |  
|Loss from
 operations                |  |                                | (9,326 | )                                                                    |   | (3,722 | )
|Other income                         |  |                                |        |                                                                      |   |        |  
|Interest income                      |  |                                | 632    |                                                                      |   | 440    |  
|                                     |  |                                |        |                                                                      |   |        |  
|Net loss                             |  | $                              | (8,694 | )                                                                    | $ | (3,282 | )
|                                     |  |                                |        |                                                                      |   |        |  

Year ended December 31, 2008 compared to the periodMay 17, 2007
(Inception) through December 31,
2007

Overview. During the year ended December 31, 2008, the
Fund had two wells commence production, Main Pass 283/279 Well #1 in August
2008 and West Cameron 57 in December 2008.
Accordingly, the Funds revenue, depletion and amortization and lease
operating expenses will be reflective of the partial year of production. Prior to August 2008, the Fund had no
producing properties and was classified an exploratory stage enterprise.

As previously discussed in Item 1. Business,
hurricane activity in the third quarter of 2008 did not cause material damage
to any of the Funds wells or facilities, however, damage to certain pipelines,
coastal refineries and gas processing plants have caused certain wells to be
shut-down for several weeks.
Accordingly, revenues and depletion and amortization were affected in
the third quarter of 2008.

Oil and Gas Revenue.   Oil and gas revenue for the year ended
December 31, 2008 was $0.6 million related to the onset of production of Main
Pass 283/279 Well #1 and West Cameron 57.
During the year ended December 31, 2008 the Funds wells sold 3 thousand
barrels of oil at an average price of $60.91 per barrel. During the year ended December 31, 2008 the
Funds wells sold 50 thousand mcf of gas at an average price of $7.61 per mcf.

Depletion and Amortization. Depletion and amortization for the year
ended December 31, 2008 was $0.6 million related to the onset of production of
Main Pass 283/279 Well #1 and West Cameron 57.

14

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Dry-hole Costs.   Dry-hole costs
are those costs incurred to drill and develop a well that is ultimately found
to be incapable of producing either oil or natural gas in sufficient quantities
to justify completion of the well.   The following table summarizes dry-hole
costs, inclusive of plug and abandonment costs, for the year ended December 31,
2008 and for the period May 17, 2007 (Inception) though December 31, 2007.

|                 |  |                                 |       |                                                                      |   |   | 
|---------------- |  | ------------------------------- | ----- | -------------------------------------------------------------------- | - | - | 
|Lease
 Block     |  | Year
 ended 
 December 31, 2008 |       | For
 the period
 May 17, 2007(Inception) through 
 December 31, 2007 |  
|                 |  |                                 |       |                                                                      |  
|                 |  | (in
 thousands)                 |      
|                 |  |                                 |      
|Eos Project      |  | $                               | 3,296 |                                                                      | $ |  | 
|Eugene Island 31 |  |                                 | 1,765 |                                                                      |   |  | 
|Triton Well #2   |  |                                 | 1,414 |                                                                      |   |  | 
|Bison Project    |  |                                 | 287   |                                                                      |   |  | 
|                 |  |                                 |       |                                                                      |   |   | 
|                 |  | $                               | 6,762 |                                                                      | $ |  | 
|                 |  |                                 |       |                                                                      |   |   | 

Investment Fees to Affiliate. Investment fees for the period May 17, 2007
(Inception) through December 31, 2007 were $3.0 million. There were no investment fees for the year
ended December 31, 2008. Investment fees consisted of a one-time fee paid to
the Manager for the service of investigating and evaluating investment
opportunities and effecting transactions.

Management Fees to Affiliate. Management fees for the year ended December
31, 2008 and for the period May 17, 2007 (Inception) through December 31, 2007
were $1.6 million and $0.5 million, respectively, representing 2.5% of the
total capital contributions, net of cumulative dry-hole and related well costs
incurred by the Fund. See additional discussion in Item 1. Business.

Operating Expenses. Operating expenses include the costs of
operating and maintaining wells and related facilities, geological costs and
accretion expense as detailed in the table below.

|                         |  |                                 |     |                                                                        |   |    | 
|------------------------ |  | ------------------------------- | --- | ---------------------------------------------------------------------- | - | -- | 
|                         |  | Year
 ended 
 December 31, 2008 |     | For
 the period
 May 17, 2007
 (Inception) through 
 December 31, 2007 |  
|                         |  |                                 |     |                                                                        |  
|                         |  | (in
 thousands)                 |    
|                         |  |                                 |     |                                                                        |  
|Geological costs         |  | $                               | 284 |                                                                        | $ | 68 | 
|Lease operating expenses |  |                                 | 44  |                                                                        |   |   | 
|Workover costs           |  |                                 | 13  |                                                                        |   |   | 
|Accretion expense        |  |                                 | 9   |                                                                        |   |   | 
|                         |  |                                 |     |                                                                        |   |    | 
|                         |  | $                               | 350 |                                                                        | $ | 68 | 
|                         |  |                                 |     |                                                                        |   |    | 

Geological costs for the year ended December 31, 2008
were primarily related to the Liberty, Ajax and Eos projects and the Eugene
Island 31 property. Lease operating expenses for the year ended December 31,
2008 were related to the onset of production of Main Pass 283/279 Well #1 and
West Cameron 57. Workover costs for the year ended December 31, 2008 were
related to repairs for the West Cameron 57 property as a result of Hurricane
Ike. Accretion expense is related to
the asset retirement obligations established for the Funds proved properties.

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

|                     |  |                                 |     |                                                                        |   |     | 
|-------------------- |  | ------------------------------- | --- | ---------------------------------------------------------------------- | - | --- | 
|                     |  | Year
 ended 
 December 31, 2008 |     | For
 the period
 May 17, 2007
 (Inception) through 
 December 31, 2007 |  
|                     |  |                                 |     |                                                                        |  
|                     |  | (in
 thousands)                 |    
|                     |  |                                 |     |                                                                        |   |     | 
|Insurance expense    |  | $                               | 323 |                                                                        | $ | 98  | 
|Accounting fees      |  |                                 | 195 |                                                                        |   | 70  | 
|Trust fees and other |  |                                 | 56  |                                                                        |   | 6   | 
|                     |  |                                 |     |                                                                        |   |     | 
|                     |  | $                               | 574 |                                                                        | $ | 174 | 
|                     |  |                                 |     |                                                                        |   |     | 

15

---



Insurance expense represents premiums related to
producing well and well control insurance, which varies dependent upon the
number of wells producing or drilling, and directors and officers liability
insurance. Accounting fees represent
annual audit and tax preparation fees, quarterly reviews and filing fees
incurred by the Fund. Trust fees
represent bank fees associated with the management of the Funds cash accounts.

Interest Income.
Interest income is comprised of interest earned on money market accounts and
investments in U.S. Treasury securities.
Interest income for the year ended December 31, 2008 was $0.6 million, a
$0.2 million increase from the period May
17, 2007 (Inception) through December 31, 2007. The increase was the
result of increased average outstanding balances due to the timing of the
offering during 2007 and a full year of interest earned, partially offset by
decreased interest rates earned.

Capital
Resources and Liquidity

Operating Cash Flows
Cash flows used in operating activities for the year
ended December 31, 2008 were $1.7 million, primarily related to payments for
management fees of $1.6 million, general and administrative expenses of $0.6
million, operating expenses of $0.3 million and investment fees paid totaling
$0.1 million, partially offset by interest income received of $0.5 million and
revenue received of $0.4 million.

Cash flows used in operating activities for the period
May 17, 2007 (Inception) through December 31, 2007 were $3.4 million, primarily
related to payments for investment fees of $3.0 million, management fees of
$0.5 million, general and administrative expenses of $0.2 million and other
operating expenses of $0.1 million, partially offset by interest income
received of $0.3 million and favorable working capital of $0.1 million.

Investing Cash Flows
Cash flows used in investing activities for the year
ended December 31, 2008 were $31.1 million primarily related to capital
expenditures for oil and gas properties totaling $17.2 million, inclusive of
advances to operators, and purchased U.S. Treasury securities totaling $33.0
million, funding of its salvage fund for $1.0 million and reinvested interest
earned on this account in the amount of $19 thousand. The Fund received proceeds from the maturity of marketable
securities totaling $20.1 million.

Cash flows used in investing activities for the period
May 17, 2007 (Inception) through December 31, 2007 were $4.9 million related to
capital expenditures for oil and natural gas properties, inclusive of advances
to operators.

Financing Cash Flows
Cash flows provided by financing activities for the
year ended December 31, 2008 were $0.5 million primarily related to
contributions from shareholders of $1.0 million, partially offset by
syndication costs paid of $0.4 million and distributions paid of $0.1 million.

Cash flows provided by financing activities for the
period May 17, 2007 (Inception) through December 31, 2007 were $57.5 million,
 related to capital contributions from shareholders of $65.0 million
obtained from the Funds private offering, partially offset by $7.5 million of
syndication costs paid.

Estimated
Capital Expenditures

The Fund has entered into multiple agreements for the
drilling and development of its investment properties. The estimated capital expenditures
associated with these agreements can vary depending on the stage of development
on a property-by-property basis. As of
December 31, 2008, the Fund had committed to spend an additional $18.9 million
related to its investment properties.

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

Capital expenditures for investment properties are
funded with the capital raised by the Fund in its private placement, which is
more than likely, all the capital it will be able to obtain. The number of
projects in which the Fund can invest will naturally be limited, and each
unsuccessful project the Fund experiences will reduce its ability to generate
revenue and exhaust its capital. Typically, the Manager seeks an investment
portfolio that combines high and low risk exploratory projects

16

---



Liquidity
Needs

The Funds primary short-term liquidity needs are to
fund its operations, inclusive of management fees, and capital expenditures for
its investment properties. Operations
are funded utilizing operating income, existing cash on-hand, short-term
investments and income earned therefrom.

The Manager is entitled to receive an annual
management fee from the Fund regardless of the Funds profitability in that
year. Generally, all or a portion of the management fee is paid from operating
income and interest income, although the management fee can be paid out of
capital contributions; however, this is not the Funds intent.

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

Off-Balance
Sheet Arrangements

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

Contractual
Obligations

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

Recent
Accounting Pronouncements

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

ITEM
7A. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK

Not required.

ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

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

None.

ITEM 9A.
CONTROLS AND PROCEDURES

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

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

17

---



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

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

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

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

ITEM 9B.
OTHER INFORMATION

None.

PART III

ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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

|                                           |  |                                                  
|------------------------------------------ |  | -------------------------------------------------
|Name, Age and Position with
 Registrant    |  | Officer
 of 
 Ridgewood Energy
 Corporation Since
|                                           |  |                                                  
|                                           |  |                                                  
|Robert E. Swanson, 61                      |  |                                                  
|President and
 Chief Executive Officer     |  | 1982                                             
|                                           |  |                                                  
|W. Greg Tabor, 48                          |  |                                                  
|Executive Vice
 President and              |  |                                                  
|Director of
 Business Development          |  | 2004                                             
|                                           |  |                                                  
|Robert L. Gold, 50                         |  |                                                  
|Executive Vice
 President                  |  | 1987                                             
|                                           |  |                                                  
|Kathleen P. McSherry, 43                   |  |                                                  
|Executive Vice
 President and              |  |                                                  
|Chief Financial
 Officer                   |  | 2000                                             
|                                           |  |                                                  
|Daniel V. Gulino, 48                       |  |                                                  
|Senior Vice
 President and General Counsel |  | 2003                                             
|                                           |  |                                                  
|Adrien Doherty, 56                         |  |                                                  
|Executive Vice
 President                  |  | 2006                                             

18

---



The officers in the above table have also been
officers of the Fund since May 17, 2007, the date of inception of the
Fund. The officers are employed by and
paid exclusively by the Manager. Set
forth below are the names of, and certain biographical information regarding
the executive officers of Ridgewood Energy and the Fund:

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

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

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

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

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

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

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

Code of
Ethics

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

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

19

---



ITEM
11. EXECUTIVE COMPENSATION

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

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

The following table sets forth information with
respect to beneficial ownership of the shares as of March 13, 2009 (no person
owns more than 5% of the shares) by:

| |   |                                                     
| | - | ----------------------------------------------------
| | · | each executive officer (there are no directors); and
| | · | all of the executive officers as a group.           

Beneficial ownership is determined in accordance with
the rules of the SEC and includes voting or investment power with respect to
the securities. Except as indicated by footnote, and subject to applicable
community property laws, the persons named in the table below have sole voting
and investment power with respect to all shares shown as beneficially owned by
them. Percentage of beneficial ownership is based on 332.2918 shares
outstanding at March 13, 2009. Other than as indicated below, no officer of the
Manager or the Fund owns any of the Funds Shares.

|                                                                                                                            |  |                   |  |        
|--------------------------------------------------------------------------------------------------------------------------- |  | ----------------- |  | -------
|Name of beneficial owner                                                                                                    |  | Number
 of Shares |  | Percent
|                                                                                                                            |  |                   |  |        
|                                                                                                                            |  |                   |  |        
|Robert E. Swanson, President and Chief Executive
 Officer (1)                                                               |  | 0.75              |  | *      
|Executive officers as a group (1)                                                                                           |  | 0.75              |  | *      
|                                                                                                                           
|* Represents less than one percent.(1) Includes shares owned by Mr. Swansons family
members and trusts, which he controls.

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

During the period May 17, 2007 (Inception) through
December 31, 2007, the Fund incurred a one-time investment fee of $3.0 million,
which approximated 4.5% of initial capital contributions, which was payable to
the Manager, for services of investigating and evaluating investment
opportunities and effecting transactions, which was expensed as incurred. There were no investment fees incurred
during the year ended December 31, 2008.
At December 31, 2007, the Fund owed the Manager $0.1 million related to
investment fees, which was included in due to affiliates. At December 31, 2008 there were no such
amounts payable.

During the period May 17, 2007 (Inception) through
December 31, 2007, the Fund incurred an offering fee, payable to the Manager,
totaling $2.3 million, which approximated 3.5% of capital contributions,
directly related to the offer and sale of Shares of the Fund. Such offering fee was included in
syndication costs of $7.8 million. At
December 31, 2007, $0.1 million of offering fees were included in due to
affiliates. At December 31, 2008, there
were no such amounts payable.

During the period May 17, 2007 (Inception) through
December 31, 2007, Ridgewood Securities Corporation, a registered broker-dealer
affiliated with the Manager, was paid commissions and placement fees for Shares
sold of the Fund of $0.1 million and $0.7 million, respectively, which are
reflected in syndication costs. At
December 31, 2007, $0.1 million was included in due to affiliates. At December 31, 2008, there were no such
amounts payable.

The LLC Agreement provides that the Manager render
management, administrative and advisory services. For such services, the Manager is paid an annual management fee,
payable monthly, of 2.5% of total capital contributions, net of cumulative
dry-hole and related well costs incurred by the Fund. Management fees for the year ended December 31, 2008 and for the
period May 17, 2007 (Inception) through December 31, 2007 were $1.6 million and
$0.5 million, respectively.

The Manager is entitled to receive a 15% interest in
cash distributions made by the Fund.
Distributions paid to the Manager for the year ended December 31, 2008
were $19 thousand. There were no
distributions paid by the Fund for the period May 17, 2007 (Inception) through
December 31, 2007.

20

---



At times, short-term payables and receivables, which
do not bear interest, arise from transactions with affiliates in the ordinary
course of business. At December 31,
2008 and 2007, there were no such amounts payable or receivable.

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.

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

ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table presents fees for services
rendered by Deloitte & Touche LLP for the year ended December 31, 2008 and
for the period May 17, 2007 (Inception) through December 31, 2007.

|               |  |                                 |     |                                                                      |   |    | 
|-------------- |  | ------------------------------- | --- | -------------------------------------------------------------------- | - | -- | 
|               |  | Year
 ended 
 December 31, 2008 |     | For
 the period
 May 17, 2007(Inception) through 
 December 31, 2007 |  
|               |  |                                 |     |                                                                      |  
|               |  | (in
 thousands)                 |    
|               |  |                                 |    
|Audit fees (1) |  | $                               | 130 |                                                                      | $ | 55 | 

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

PART IV

ITEM 15. 
EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a) (1)
    Financial Statements

See Index to Financial Statements set forth on page
F-1.

(a)
(2)     Financial Statement Schedules

None.

21

---



(a) (3)

|                |  |                                                                                                                                                                                                                                                            |  |                                                                             
|--------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------
|                |  |                                                                                                                                                                                                                                                            |  |                                                                             
|EXHIBIT
 NUMBER |  | TITLE OF EXHIBIT                                                                                                                                                                                                                                           |  | METHOD OF FILING                                                            
|                |  |                                                                                                                                                                                                                                                            |  |                                                                             
|                |  |                                                                                                                                                                                                                                                            |  |                                                                             
|3.1             |  | Articles of Formation of Ridgewood Energy
 W Fund, LLC dated May 17, 2007                                                                                                                                                                                  |  | Incorporated by reference to the Funds Form 10 filed
 on April 18, 2008    
|                |  |                                                                                                                                                                                                                                                            |  |                                                                             
|3.2             |  | Limited Liability Company Agreement
 between Ridgewood Energy Corporation and Investors of Ridgewood Energy W
 Fund, LLC dated June 15, 2007                                                                                                               |  | Incorporated by reference to the Funds Form 10 filed
 on April 18, 2008    
|                |  |                                                                                                                                                                                                                                                            |  |                                                                             
|3.3             |  | Private Offering Memorandum, dated June
 15, 2007                                                                                                                                                                                                          |  | Incorporated by reference to the Funds Form 10 filed
 on April 18, 2008    
|                |  |                                                                                                                                                                                                                                                            |  |                                                                             
|10.1            |  | Participation Agreement between Chevron
 Midcontinent, L.P., Marlin Coastal, L.L.C., Helis Oil and Gas Company, LLC,
 Houston Energy and Ridgewood Energy Corporation as Manager for West Cameron
 57                                                      |  | Incorporated by reference to the Funds Form 10 filed
 on April 18, 2008    
|                |  |                                                                                                                                                                                                                                                            |  |                                                                             
|10.2            |  | Participation Agreement between Fidelity
 Exploration & Production Company, Ridgewood Energy Corporation as Manager
 and Northstar GOM, LLC for Eugene Island 31                                                                                           |  | Incorporated by reference to the Funds Form 10/A
 filed on June 18, 2008   
|                |  |                                                                                                                                                                                                                                                            |  |                                                                             
|10.3            |  | Participation Agreement between LLOG
 Exploration Offshore, Inc. and Ridgewood Energy Corporation as Manager for
 Liberty Project                                                                                                                          |  | Incorporated by reference to the Funds Form 10/A
 filed on June 18, 2008   
|                |  |                                                                                                                                                                                                                                                            |  |                                                                             
|10.4            |  | Participation Agreement between W & T
 Offshore, Inc. and Ridgewood Energy Corporation as Manager for Main Pass
 Block 283 and Main Pass Block 279                                                                                                         |  | Incorporated by reference to the Funds Form 10/A
 filed on June 18, 2008   
|                |  |                                                                                                                                                                                                                                                            |  |                                                                             
|10.5            |  | Participation Agreement between LLOG
 Exploration Offshore, Inc., Mariner Energy, Inc., Stone Energy Corporation
 and Ridgewood Energy Corporation as Manager for Eos Project                                                                              |  | Incorporated by reference to the Funds Form 10-Q
 filed on October 22, 2008
|                |  |                                                                                                                                                                                                                                                            |  |                                                                             
|10.6            |  | Participation Agreement between LLOG
 Exploration Offshore, Inc. and Ridgewood Energy Corporation as Manager for
 Bison Project                                                                                                                            |  | Filed herewith                                                              
|                |  |                                                                                                                                                                                                                                                            |  |                                                                             
|10.7            |  | Participation Agreement between Newfield
 Exploration Company and Ridgewood Energy Corporation as Manager for Cobalt
 Project                                                                                                                              |  | Filed herewith                                                              
|                |  |                                                                                                                                                                                                                                                            |  |                                                                             
|10.8            |  | Participation Agreement between Newfield
 Exploration Company and Ridgewood Energy Corporation as Manager for Ajax
 Project                                                                                                                                |  | Filed herewith                                                              
|                |  |                                                                                                                                                                                                                                                            |  |                                                                             
|23.1            |  | Consent of Ryder Scott Company, L.P.                                                                                                                                                                                                                       |  | Filed herewith                                                              
|                |  |                                                                                                                                                                                                                                                            |  |                                                                             
|31.1            |  | Certification of Robert E. Swanson, Chief Executive
 Officer of the Fund, pursuant to Securities Exchange Act Rule 13a-14(a)                                                                                                                               |  | Filed herewith                                                              
|                |  |                                                                                                                                                                                                                                                            |  |                                                                             
|31.2            |  | Certification of Kathleen P. McSherry, Chief
 Financial Officer of the Fund, pursuant to Securities Exchange Act Rule
 13a-14(a)                                                                                                                           |  | Filed herewith                                                              
|                |  |                                                                                                                                                                                                                                                            |  |                                                                             
|32              |  | Certifications pursuant to 18 U.S.C. Section 1350, as
 adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, signed by
 Robert E. Swanson, Chief Executive Officer of the Fund and Kathleen P.
 McSherry, Chief Financial Officer of the Fund |  | Filed herewith                                                              

22

---



INDEX TO FINANCIAL STATEMENTS

|                                                                                                                                                       |  |     
|------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----
|                                                                                                                                                       |  | PAGE
|                                                                                                                                                       |  |     
|Report of
 Independent Registered Public Accounting Firm                                                                                               |  | F-2 
|Balance
 Sheets as of December 31, 2008 and 2007                                                                                                       |  | F-3 
|Statements of Operations for the year ended December
 31, 2008 and for the period May 17, 2007 (Inception) through December 31,
 2007                  |  | F-4 
|Statements of Changes in Members Capital for the year
 ended December 31, 2008 and for the period May 17, 2007 (Inception) through
 December 31, 2007 |  | F-5 
|Statements of Cash Flows for the year ended December
 31, 2008 and for the period May 17, 2007 (Inception) through December 31,
 2007                  |  | F-6 
|Notes to
 Financial Statements                                                                                                                         |  | F-7 
|Supplementary Financial Information  Information
 about Oil and Gas Producing Activities - Unaudited                                                  |  | F-13

F-1

---



REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying balance sheets of Ridgewood Energy W Fund, LLC (the Fund)
as of December 31, 2008 and 2007, and the related statements of operations,
changes in members capital, and cash flows for the year ended December 31,
2008 and for the period May 17, 2007 (Inception) through December 31,
2007.  These financial statements are the responsibility of the Funds
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, such financial statements present
fairly, in all material respects, the financial position of Ridgewood Energy W
Fund, LLC as of December 31, 2008 and 2007, and the results of its operations
and its cash flows for the year ended December 31, 2008 and for the period May
17, 2007 (Inception) through December 31, 2007, in conformity with accounting
principles generally accepted in the United States of America.

|                           | 
|-------------------------- | 
|/s/ Deloitte & Touche
 LLP | 
|                           | 
|                           | 
|Parsippany, New Jersey     | 
|March 13, 2009             | 

F-2

---



RIDGEWOOD
ENERGY W FUND, LLCBALANCE SHEETS(in
thousands, except share data)

|                                                                                        |  |               |         |      |   |        |  
|--------------------------------------------------------------------------------------- |  | ------------- | ------- | ---- | - | ------ | -
|                                                                                        |  | December
 31,
|                                                                                        |  | 2008          |         | 2007 |  
|                                                                                        |  |               |         |      |  
|ASSETS                                                                                  |  |               |         |      |   |        |  
|Current assets:                                                                         |  |               |         |      |   |        |  
|Cash and cash
 equivalents                                                              |  | $             | 17,007  |      | $ | 49,261 |  
|Short-term
 investments in marketable securities                                        |  |               | 13,031  |      |   |       |  
|Production
 receivable                                                                  |  |               | 159     |      |   |       |  
|Other current
 assets                                                                   |  |               | 374     |      |   | 288    |  
|                                                                                        |  |               |         |      |   |        |  
|Total current
 assets                                                                   |  |               | 30,571  |      |   | 49,549 |  
|                                                                                        |  |               |         |      |   |        |  
|Salvage fund                                                                            |  |               | 1,042   |      |   |       |  
|                                                                                        |  |               |         |      |   |        |  
|Oil and gas properties:                                                                 |  |               |         |      |   |        |  
|Advances to
 operators for working interests and expenditures                           |  |               | 169     |      |   | 106    |  
|Unproved
 properties                                                                    |  |               | 1,971   |      |   | 4,794  |  
|Proved
 properties                                                                      |  |               | 17,679  |      |   |       |  
|Less:
 accumulated depletion and amortization                                           |  |               | (595    | )    |   |       |  
|                                                                                        |  |               |         |      |   |        |  
|Total oil and
 gas properties                                                           |  |               | 19,224  |      |   | 4,900  |  
|                                                                                        |  |               |         |      |   |        |  
|                                                                                        |  |               |         |      |   |        |  
|Total assets                                                                            |  | $             | 50,837  |      | $ | 54,449 |  
|                                                                                        |  |               |         |      |   |        |  
|                                                                                        |  |               |         |      |   |        |  
|LIABILITIES
 AND MEMBERS CAPITAL                                                       |  |               |         |      |   |        |  
|Current liabilities:                                                                    |  |               |         |      |   |        |  
|Due to operators                                                                        |  | $             | 4,137   |      | $ |       |  
|Accrued expenses                                                                        |  |               | 111     |      |   | 258    |  
|Due to
 affiliates (Note 6)                                                             |  |               |        |      |   | 317    |  
|                                                                                        |  |               |         |      |   |        |  
|Total current
 liabilities                                                              |  |               | 4,248   |      |   | 575    |  
|                                                                                        |  |               |         |      |   |        |  
|Asset retirement
 obligations                                                           |  |               | 550     |      |   |       |  
|                                                                                        |  |               |         |      |   |        |  
|Total
 liabilities                                                                      |  |               | 4,798   |      |   | 575    |  
|                                                                                        |  |               |         |      |   |        |  
|Commitments and contingencies (Note 8)                                                  |  |               |         |      |   |        |  
|                                                                                        |  |               |         |      |   |        |  
|Members capital:                                                                       |  |               |         |      |   |        |  
|Manager:                                                                                |  |               |         |      |   |        |  
|Distributions                                                                           |  |               | (19     | )    |   |       |  
|Accumulated
 deficit                                                                    |  |               | (410    | )    |   | (96    | )
|                                                                                        |  |               |         |      |   |        |  
|Managers total                                                                         |  |               | (429    | )    |   | (96    | )
|                                                                                        |  |               |         |      |   |        |  
|                                                                                        |  |               |         |      |   |        |  
|Shareholders:                                                                           |  |               |         |      |   |        |  
|Capital
 contributions (625 shares authorized; 332.2918 shares
 issued and outstanding) |  |               | 65,965  |      |   | 65,965 |  
|Syndication
 costs                                                                      |  |               | (7,823  | )    |   | (7,823 | )
|Subscriptions
 receivable                                                               |  |               |        |      |   | (986   | )
|Distributions                                                                           |  |               | (108    | )    |   |       |  
|Accumulated
 deficit                                                                    |  |               | (11,566 | )    |   | (3,186 | )
|                                                                                        |  |               |         |      |   |        |  
|Shareholders
 total                                                                    |  |               | 46,468  |      |   | 53,970 |  
|                                                                                        |  |               |         |      |   |        |  
|                                                                                        |  |               |         |      |   |        |  
|Total members
 capital                                                                 |  |               | 46,039  |      |   | 53,874 |  
|                                                                                        |  |               |         |      |   |        |  
|                                                                                        |  |               |         |      |   |        |  
|Total
 liabilities and members capital                                                 |  | $             | 50,837  |      | $ | 54,449 |  
|                                                                                        |  |               |         |      |   |        |  

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

F-3

---



RIDGEWOOD
ENERGY W FUND, LLCSTATEMENTS OF OPERATIONS
(in thousands, except share data)

|                                       |  |                                |         |                                                                       |   |        |  
|-------------------------------------- |  | ------------------------------ | ------- | --------------------------------------------------------------------- | - | ------ | -
|                                       |  | Year
 ended
 December 31, 2008 |         | For
 the period
 May 17, 2007
 (Inception) through
 December 31, 2007 |  
|                                       |  |                                |         |                                                                       |  
|                                       |  |                                |         |                                                                       |   |        |  
|Revenue                                |  |                                |         |                                                                       |   |        |  
|Oil and gas
 revenue                   |  | $                              | 572     |                                                                       | $ |       |  
|                                       |  |                                |         |                                                                       |   |        |  
|Expenses                               |  |                                |         |                                                                       |   |        |  
|Depletion and
 amortization            |  |                                | 595     |                                                                       |   |       |  
|Dry-hole costs                         |  |                                | 6,762   |                                                                       |   |       |  
|Investment fees
 to affiliate (Note 6) |  |                                |        |                                                                       |   | 2,981  |  
|Management fees
 to affiliate (Note 6) |  |                                | 1,617   |                                                                       |   | 499    |  
|Operating
 expenses                    |  |                                | 350     |                                                                       |   | 68     |  
|General and
 administrative expenses   |  |                                | 574     |                                                                       |   | 174    |  
|                                       |  |                                |         |                                                                       |   |        |  
|Total expenses                         |  |                                | 9,898   |                                                                       |   | 3,722  |  
|                                       |  |                                |         |                                                                       |   |        |  
|Loss from operations                   |  |                                | (9,326  | )                                                                     |   | (3,722 | )
|Other income                           |  |                                |         |                                                                       |   |        |  
|Interest income                        |  |                                | 632     |                                                                       |   | 440    |  
|                                       |  |                                |         |                                                                       |   |        |  
|Net loss                               |  | $                              | (8,694  | )                                                                     | $ | (3,282 | )
|                                       |  |                                |         |                                                                       |   |        |  
|                                       |  |                                |         |                                                                       |   |        |  
|Manager Interest                       |  |                                |         |                                                                       |   |        |  
|Net loss                               |  | $                              | (314    | )                                                                     | $ | (96    | )
|                                       |  |                                |         |                                                                       |   |        |  
|Shareholder Interest                   |  |                                |         |                                                                       |   |        |  
|Net loss                               |  | $                              | (8,380  | )                                                                     | $ | (3,186 | )
|Net loss per share                     |  | $                              | (25,219 | )                                                                     | $ | (9,588 | )

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

F-4

---



RIDGEWOOD
ENERGY W FUND, LLC
STATEMENTS OF CHANGES IN MEMBERS CAPITAL
(in thousands, except share data)

|                                                                                                                                                                                          |  |              |          |         |   |              |   |       |        |   |   |        |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | -------- | ------- | - | ------------ | - | ----- | ------ | - | - | ------ | -
|                                                                                                                                                                                          |  | # of
 Shares |          | Manager |   | Shareholders |   | Total |       
|                                                                                                                                                                                          |  |              |          |         |   |              |   |       |       
|                                                                                                                                                                                          |  |              |          |         |   |              |   |       |        |   |   |        |  
|Balances, May 17, 2007 (Inception)                                                                                                                                                        |  |              |         |         | $ |             |   | $     |       |   | $ |       |  
|                                                                                                                                                                                          |  |              |          |         |   |              |   |       |        |   |   |        |  
|Shareholders capital contributions                                                                                                                                                       |  |              | 332.2918 |         |   |             |   |       | 65,965 |   |   | 65,965 |  
|Syndication
 costs (includes the Managers offering fees of $2,319, and Ridgewood
 Securities Corporations selling commissions and placement fees of $76 and $662, respectively, Note 6) |  |              |         |         |   |             |   |       | (7,823 | ) |   | (7,823 | )
|Subscriptions receivable                                                                                                                                                                  |  |              |         |         |   |             |   |       | (986   | ) |   | (986   | )
|Net loss                                                                                                                                                                                  |  |              |         |         |   | (96          | ) |       | (3,186 | ) |   | (3,282 | )
|                                                                                                                                                                                          |  |              |          |         |   |              |   |       |        |   |   |        |  
|                                                                                                                                                                                          |  |              |          |         |   |              |   |       |        |   |   |        |  
|Balances, December 31, 2007                                                                                                                                                               |  |              | 332.2918 |         |   | (96          | ) |       | 53,970 |   |   | 53,874 |  
|                                                                                                                                                                                          |  |              |          |         |   |              |   |       |        |   |   |        |  
|Collection of subscriptions receivable                                                                                                                                                    |  |              |         |         |   |             |   |       | 986    |   |   | 986    |  
|Distributions                                                                                                                                                                             |  |              |         |         |   | (19          | ) |       | (108   | ) |   | (127   | )
|Net loss                                                                                                                                                                                  |  |              |         |         |   | (314         | ) |       | (8,380 | ) |   | (8,694 | )
|                                                                                                                                                                                          |  |              |          |         |   |              |   |       |        |   |   |        |  
|                                                                                                                                                                                          |  |              |          |         |   |              |   |       |        |   |   |        |  
|Balances, December 31, 2008                                                                                                                                                               |  |              | 332.2918 |         | $ | (429         | ) | $     | 46,468 |   | $ | 46,039 |  
|                                                                                                                                                                                          |  |              |          |         |   |              |   |       |        |   |   |        |  

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

F-5

---



RIDGEWOOD
ENERGY W FUND, LLCSTATEMENTS OF CASH FLOWS
(in thousands)

|                                                                                                    |  |                                |         |                                                                       |   |        |  
|--------------------------------------------------------------------------------------------------- |  | ------------------------------ | ------- | --------------------------------------------------------------------- | - | ------ | -
|                                                                                                    |  | Year
 ended
 December 31, 2008 |         | For
 the period
 May 17, 2007
 (Inception) through
 December 31, 2007 |  
|                                                                                                    |  |                                |         |                                                                       |  
|                                                                                                    |  |                                |         |                                                                       |   |        |  
|Cash flows from operating
 activities                                                               |  |                                |         |                                                                       |   |        |  
|Net loss                                                                                            |  | $                              | (8,694  | )                                                                     | $ | (3,282 | )
|Adjustments to
 reconcile net loss to net cash used in operating activities:                        |  |                                |         |                                                                       |   |        |  
|Depletion and
 amortization                                                                         |  |                                | 595     |                                                                       |   |       |  
|Dry-hole costs                                                                                      |  |                                | 6,762   |                                                                       |   |       |  
|Accretion
 expense                                                                                  |  |                                | 9       |                                                                       |   |       |  
|Interest earned
 on marketable securities                                                           |  |                                | (176    | )                                                                     |   |       |  
|Changes in
 assets and liabilities:                                                                 |  |                                |         |                                                                       |   |        |  
|Increase in
 production receivable                                                                  |  |                                | (159    | )                                                                     |   |       |  
|Decrease
 (increase) in other current assets                                                        |  |                                | 28      |                                                                       |   | (288   | )
|Increase in due
 to operator                                                                        |  |                                | 44      |                                                                       |   |       |  
|Increase in
 accrued expenses                                                                       |  |                                | 41      |                                                                       |   | 70     |  
|(Decrease)
 increase in due to affiliates                                                           |  |                                | (142    | )                                                                     |   | 142    |  
|                                                                                                    |  |                                |         |                                                                       |   |        |  
|Net cash used in
 operating activities                                                              |  |                                | (1,692  | )                                                                     |   | (3,358 | )
|                                                                                                    |  |                                |         |                                                                       |   |        |  
|                                                                                                    |  |                                |         |                                                                       |   |        |  
|Cash flows from investing
 activities                                                               |  |                                |         |                                                                       |   |        |  
|Payments to
 operators for working interests and expenditures                                       |  |                                | (169    | )                                                                     |   | (106   | )
|Capital
 expenditures for oil and gas properties                                                    |  |                                | (16,992 | )                                                                     |   | (4,794 | )
|Salvage fund
 investments                                                                           |  |                                | (1,023  | )                                                                     |   |       |  
|Interest
 reinvested in salvage fund                                                                |  |                                | (19     | )                                                                     |   |       |  
|Proceeds from
 the maturity of marketable securities                                                |  |                                | 20,145  |                                                                       |   |       |  
|Investments in
 marketable securities                                                               |  |                                | (33,000 | )                                                                     |   |       |  
|                                                                                                    |  |                                |         |                                                                       |   |        |  
|Net cash used in
 investing activities                                                              |  |                                | (31,058 | )                                                                     |   | (4,900 | )
|                                                                                                    |  |                                |         |                                                                       |   |        |  
|                                                                                                    |  |                                |         |                                                                       |   |        |  
|Cash flows from financing
 activities                                                               |  |                                |         |                                                                       |   |        |  
|Contributions
 from shareholders                                                                    |  |                                | 986     |                                                                       |   | 64,979 |  
|Distributions
 paid                                                                                 |  |                                | (127    | )                                                                     |   |       |  
|Syndication
 costs paid                                                                             |  |                                | (363    | )                                                                     |   | (7,460 | )
|                                                                                                    |  |                                |         |                                                                       |   |        |  
|Net cash
 provided by financing activities                                                          |  |                                | 496     |                                                                       |   | 57,519 |  
|                                                                                                    |  |                                |         |                                                                       |   |        |  
|                                                                                                    |  |                                |         |                                                                       |   |        |  
|Net (decrease)
 increase in cash and cash equivalents                                               |  |                                | (32,254 | )                                                                     |   | 49,261 |  
|                                                                                                    |  |                                |         |                                                                       |   |        |  
|Cash and cash
 equivalents, beginning of period                                                     |  |                                | 49,261  |                                                                       |   |       |  
|                                                                                                    |  |                                |         |                                                                       |   |        |  
|                                                                                                    |  |                                |         |                                                                       |   |        |  
|Cash and cash
 equivalents, end of period                                                           |  | $                              | 17,007  |                                                                       | $ | 49,261 |  
|                                                                                                    |  |                                |         |                                                                       |   |        |  
|                                                                                                    |  |                                |         |                                                                       |   |        |  
|Supplemental
 schedule of non-cash investing activities                                             |  |                                |         |                                                                       |   |        |  
|Advances used for capital expenditures in oil and gas properties
 reclassified to proved properties |  | $                              | 106     |                                                                       | $ |       |  
|                                                                                                    |  |                                |         |                                                                       |   |        |  
|Supplemental
 schedule of non-cash financing activities                                             |  |                                |         |                                                                       |   |        |  
|                                                                                                    |  |                                |         |                                                                       |   |        |  
|Subscriptions receivable                                                                            |  | $                              |        |                                                                       | $ | 986    |  
|Accrual for syndication costs                                                                       |  | $                              |        |                                                                       | $ | 363    |  

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

F-6

---



RIDGEWOOD ENERGY W FUND, LLCNOTES TO FINANCIAL STATEMENTS

1. Organization and
Purpose

The Ridgewood Energy W Fund, LLC (the Fund), a
Delaware limited liability company, was formed on May 17, 2007 and operates
pursuant to a limited liability company agreement (the LLC Agreement) dated
as of June 15, 2007 by and among Ridgewood Energy Corporation (the Manager),
and the shareholders of the Fund. The Fund was organized to acquire interests
in oil and natural gas properties located in the United States offshore waters
of Texas, Louisiana and Alabama in the Gulf of Mexico. During the third quarter 2008, the Fund
began earning revenue and as a result was determined by the Manager to no
longer be an exploratory stage enterprise.

The Manager has direct and exclusive control over the
management of the Funds operations. With respect to project investments, the
Manager locates potential projects, conducts appropriate due diligence and
negotiates and completes the transactions in which the investments are made.
The Manager performs, or arranges for the performance of, the management,
advisory and administrative services required for Fund operations. Such services
include, without limitation, the administration of shareholder accounts,
shareholder relations and the preparation, review and dissemination of tax and
other financial information. In
addition, the Manager provides office space, equipment and facilities and other
services necessary for Fund operations.
The Manager also engages and manages the contractual relations with
outside custodians, depositories, accountants, attorneys, broker-dealers,
corporate fiduciaries, insurers, banks and others as required. See Notes 2, 6 and 8.

2. Summary of
Significant Accounting Policies

Use of Estimates
The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America
(GAAP) requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities as of the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. On an ongoing
basis, the Manager reviews its estimates, including those related to property
balances, determination of proved reserves, impairments and asset retirement
obligations.  Actual results may differ from those estimates.

Cash and Cash Equivalents
All highly liquid investments with maturities, when
purchased, of three months or less, are considered cash and cash
equivalents.  At times, bank deposits may be in excess of federally
insured limits.  At December 31, 2008 bank balances exceeded federally
insured limits by $6.8 million, which were invested in money market
accounts that invest solely in U.S. Treasury bills and notes. Effective October 2008 through December 31,
2009, federally insured limits have been increased from $0.1 million to
$0.25 million for interest bearing deposits.
Additionally, non-interest bearing deposits are fully insured during
this period.

Investments in Marketable Securities
At times the Fund may invest in U.S. Treasury bills
and notes. These investments are considered
short-term when their maturities are greater than three months and one year or
less, and long-term when their maturities are greater than one year. At December 31, 2008 the Fund had short-term
held-to-maturity investments totaling $13.0 million. Held-to-maturity
investments are those securities that the Fund has the ability and intent to
hold until maturity, and are recorded at cost plus accrued income, adjusted for
the amortization of premiums and discounts, which approximates fair value. The short-term held-to-maturity investments
held at December 31, 2008 mature in April 2009 and May 2009. At December 31, 2007, the Fund had no
held-to-maturity investments.

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

Salvage Fund
The Fund deposits in a separate interest-bearing
account, or a salvage fund, money to provide for the dismantling and removal of
production platforms and facilities and plugging and abandoning its wells at
the end of their useful lives, in accordance with applicable federal and state
laws and regulations. At December 31,
2008, the Fund had a held-to-maturity investment within its salvage fund totaling
$1.0 million, which matures in February 2012.

Interest earned on the account will become part of the
salvage fund. There are no legal
restrictions on withdrawals from the salvage fund.

F-7

---



Oil and Gas Properties
The Fund invests in oil and gas properties, which are
operated by unaffiliated entities that are responsible for drilling,
administering and producing activities pursuant to the terms of the applicable
operating agreements with working interest owners. The Funds portion of
exploration, drilling, operating and capital equipment expenditures is billed
by operators.

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

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

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

As of December 31, 2008 amounts recorded in due to
operators totaling $4.1 million, related to capital expenditures for oil and
gas properties. There was no such amount outstanding at December 31, 2007.

Advances to Operators for Working Interests and Expenditures
The Funds acquisition of a working interest in a well
or a project may require it to make a payment to the seller for the Funds
right, title and interest.  The Fund may be required to advance its share
of estimated cash expenditures for the succeeding months operation.  The
Fund accounts for such payments as advances to operators for working interests
and expenditures.  As drilling costs are incurred, the advances are
reclassified to unproved properties.

Asset Retirement Obligations
For oil and gas properties, there are obligations to
perform removal and remediation activities when the properties are
retired.   When a project reaches drilling depth and is determined to
be either proved or dry, an asset retirement obligation is incurred. Plug and
abandonment costs associated with unsuccessful projects are expensed as
dry-hole costs. The table below
presents changes in asset retirement obligations for the year ended December
31, 2008 and for the period May 17, 2007 (Inception) through December 31, 2007.

|                              |  |                 |     |      |   |   | 
|----------------------------- |  | --------------- | --- | ---- | - | - | 
|                              |  | 2008            |     | 2007 |  
|                              |  |                 |     |      |  
|                              |  | (in
 thousands) |    
|                              |  |                 |     |      |   |   | 
|Balance - Beginning of period |  | $               |    |      | $ |  | 
|                              |  |                 |     |      |   |   | 
|Liabilities incurred          |  |                 | 541 |      |   |  | 
|Liabilities settled           |  |                 |    |      |   |  | 
|Accretion expense             |  |                 | 9   |      |   |  | 
|                              |  |                 |     |      |   |   | 
|Balance - End of period       |  | $               | 550 |      | $ |  | 
|                              |  |                 |     |      |   |   | 

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

Syndication Costs
Syndication costs are direct costs incurred by the
Fund in connection with the offering of the Funds shares, including
professional fees, selling expenses and administrative costs payable to the
Manager, an affiliate of the Manager and unaffiliated broker-dealers, which are
reflected on the Funds balance sheet as a reduction of shareholders capital.

Revenue Recognition and Imbalances
Oil and gas revenues are recognized when oil and
gas is sold to a purchaser at a fixed or determinable price, when delivery has
occurred and title has transferred, and if collectibility of the revenue is
probable.

The Fund uses the sales method of accounting for gas
production imbalances. The volumes of gas sold may differ from the volumes to
which the Fund is entitled based on its interests in the properties. These differences
create imbalances that are recognized as a liability only when the properties
estimated remaining reserves net to the Fund will not be sufficient to enable
the under-produced owner to recoup its entitled share through production. The
Funds recorded liability, if any, would be reflected in other liabilities. No
receivables are recorded for those wells where the Fund has taken less
than its share of production.

F-8

---



Impairment of Long-Lived Assets
In accordance with the provisions of the Statement of
Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment
of Long-Lived Assets, long-lived assets, such as oil and 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.  No impairments have been
recorded in the Fund since inception. Fair value determinations require
considerable judgment and are sensitive to changes in the factors described
above, thus impairments could occur in future periods.

Depletion and Amortization

Depletion and amortization of the cost of proved oil
and gas properties are calculated using the units-of-production method. 
Proved developed reserves are used as the base for depleting capitalized costs
associated with successful exploratory wells.  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. The Fund
began production in August 2008.

Income Taxes

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

Income and Expense Allocation

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

3. Recent Accounting Standards

In December 2008, the Securities and Exchange
Commission (SEC) announced final approval of new requirements for reporting
oil and gas reserves.  The new requirements provide for consideration of
new technologies in evaluating reserves, allow companies to disclose their probable
and possible reserves to investors, report oil and gas reserves using an
average price based on the prior 12-month period rather than year-end prices,
and revise the disclosure requirements for oil and gas operations.  The
new rule is expected to be effective for fiscal years ending on or after
December 31, 2009.  The Fund has not yet evaluated the effects
of these new requirements on its financial statements and disclosures.

In May 2008, the Financial Accounting Standards Board
(FASB) issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting
Principles, (SFAS No.162), which identifies the sources of accounting
principles and the framework for selecting the principles used in the
preparation of financial statements that are presented in conformity with
GAAP. SFAS No. 162 will be effective
sixty days following the SECs approval of the Public Company Accounting
Oversight Board amendments to AU Section 411.
The Fund does not expect the adoption of SFAS No. 162 will have a
material impact on its financial condition or results of operation.

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

F-9

---



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

4. 
Unproved Properties - Capitalized Exploratory Well Costs

Leasehold acquisition and exploratory drilling costs
are capitalized pending determination of whether the well has found proved
reserves.  Unproved properties are assessed on a quarterly basis by
evaluating and monitoring if sufficient progress is made on assessing the
reserves.  As of December 31, 2008, the Fund had no capitalized
exploratory well costs greater than one year. The following table reflects the
net changes in unproved properties for the year ended December 31, 2008 and for
the period May 17, 2007 (Inception) through December 31, 2007.

|                                                                                               |  |                 |         |      |   |       | 
|---------------------------------------------------------------------------------------------- |  | --------------- | ------- | ---- | - | ----- | 
|                                                                                               |  | 2008            |         | 2007 |  
|                                                                                               |  |                 |         |      |  
|                                                                                               |  | (in
 thousands) |        
|Balance - Beginning of the period                                                              |  | $               | 4,794   |      | $ |      | 
|                                                                                               |  |                 |         |      |   |       | 
|Additions to
 capitalized exploratory well costs pending the determination of proved
 reserves |  |                 | 13,252  |      |   | 4,794 | 
|Reclassifications
 to proved properties based on the determination of proved reserves          |  |                 | (16,075 | )    |   |      | 
|Capitalized
 exploratory well costs charged to dry-hole costs                                  |  |                 |        |      |   |      | 
|                                                                                               |  |                 |         |      |   |       | 
|                                                                                               |  |                 |         |      |   |       | 
|Balance - End of the period                                                                    |  | $               | 1,971   |      | $ | 4,794 | 
|                                                                                               |  |                 |         |      |   |       | 

Capitalized exploratory well costs are expensed as
dry-hole costs in the event that reserves are not found or are not in sufficient
quantities to complete the well and develop the field. During the year ended December 31, 2008, the
Fund received credits on certain wells from their respective operators upon
review and audit of the wells costs.
Dry-hole costs, inclusive of credits and plug and abandonment expenses,
are detailed in the table below.

|                 |  |                                |       |                                                                       |   |   | 
|---------------- |  | ------------------------------ | ----- | --------------------------------------------------------------------- | - | - | 
|Lease
 Block     |  | Year
 ended
 December 31, 2008 |       | For
 the period
 May 17, 2007
 (Inception) through
 December 31, 2007 |  
|                 |  |                                |       |                                                                       |  
|                 |  | (in
 thousands)                |      
|                 |  |                                |       |                                                                       |   |   | 
|Eos Project      |  | $                              | 3,296 |                                                                       | $ |  | 
|Eugene Island 31 |  |                                | 1,765 |                                                                       |   |  | 
|Triton Well #2   |  |                                | 1,414 |                                                                       |   |  | 
|Bison Project    |  |                                | 287   |                                                                       |   |  | 
|                 |  |                                |       |                                                                       |   |   | 
|                 |  | $                              | 6,762 |                                                                       | $ |  | 
|                 |  |                                |       |                                                                       |   |   | 

5. Distributions

Distributions to shareholders are allocated in
proportion to the number of Shares held.
Certain shares have early investment incentive and advance distribution
rights, as defined in the Funds LLC Agreement, which range from approximately
$8 thousand to $16 thousand per share.

The Manager will determine whether available cash from
operations, as defined in the Funds LLC Agreement, is to be distributed. Such distribution will be allocated 85% to
the shareholders and 15% to the Manager, as required by the Funds LLC
Agreement.

F-10

---



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.

The Fund began making distributions to eligible early
investors during the fourth quarter of 2008.
During the year ended December 31, 2008 the Manager and shareholder
distributions totaled $0.1 million.
There were no distributions paid by the Fund for the period May 17, 2007
(Inception) through December 31, 2007.

6. Related Parties

During the period May 17, 2007 (Inception) through
December 31, 2007, the Fund incurred a one-time investment fee of $3.0 million,
which approximated 4.5% of initial capital contributions, which was payable to
the Manager, for services of investigating and evaluating investment
opportunities and effecting transactions, which was expensed as incurred. There were no investment fees incurred
during the year ended December 31, 2008.
At December 31, 2007, the Fund owed the Manager $0.1 million related to
investment fees, which was included in due to affiliates. At December 31, 2008 there were no such
amounts payable.

During the period May 17, 2007 (Inception) through
December 31, 2007, the Fund incurred an offering fee, payable to the Manager,
totaling $2.3 million, which approximated 3.5% of capital contributions,
directly related to the offer and sale of Shares of the Fund. Such offering fee was included in
syndication costs of $7.8 million. At
December 31, 2007, $0.1 million of offering fees were included in due to
affiliates. At December 31, 2008, there
were no such amounts payable.

During the period May 17, 2007 (Inception) through
December 31, 2007, Ridgewood Securities Corporation, a registered broker-dealer
affiliated with the Manager, was paid commissions and placement fees for Shares
sold of the Fund of $0.1 million and $0.7 million, respectively, which are
reflected in syndication costs. At
December 31, 2007, $0.1 million was included in due to affiliates. At December 31, 2008, there were no such
amounts payable.

The LLC Agreement provides that the Manager render
management, administrative and advisory services. For such services, the Manager is paid an annual management fee,
payable monthly, of 2.5% of total capital contributions, net of cumulative
dry-hole and related well costs incurred by the Fund. Management fees for the year ended December 31, 2008 and for the
period May 17, 2007 (Inception) through December 31, 2007 were $1.6 million and
$0.5 million, respectively.

At times, short-term payables and receivables, which
do not bear interest, arise from transactions with affiliates in the ordinary
course of business. At December 31,
2008 and 2007, there were no such amounts payable or receivable.

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

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

8. Commitments and
Contingencies

Capital Commitments

The Fund has entered into multiple agreements for the
drilling and development of its investment properties. The estimated capital
expenditures associated with these agreements vary depending on the stage of
development on a property-by-property basis.
As of December 31, 2008, the Fund had committed to spend an additional
$18.9 million related to its investment properties.

Environmental Considerations
The exploration for and development of oil and natural
gas involves the extraction, production and transportation of materials which,
under certain conditions, can be hazardous or cause environmental pollution
problems. The Manager and the operators
of the Funds properties are continually taking action they believe appropriate
to satisfy applicable federal, state and local environmental regulations and do
not currently anticipate that compliance with federal, state and local
environmental regulations will have a material adverse effect upon capital
expenditures, results of operations or the competitive position of the Fund in
the oil and natural gas industry.
However, due to the significant public and governmental interest in
environmental matters related to those activities, the Manager cannot predict
the effects of possible future legislation, rule changes, or governmental or
private claims. At December 31, 2008 and
2007, there were no known environmental contingencies that required the Fund to
record a liability.

F-11

---



Insurance Coverage
The Fund is subject to all risks inherent in the
exploration for and development of oil and gas. Insurance coverage as is customary
for entities engaged in similar operations is maintained, but losses may occur
from uninsurable risks or amounts in excess of existing insurance coverage. The
occurrence of an event that is not insured or not fully insured could have an
adverse impact upon earnings and financial position. Moreover, insurance is obtained as a package covering all of the
funds managed by the Manager. Claims
made by other funds can reduce or eliminate insurance for the Fund.

9. Subsequent Events

Bison Project
In November 2008, the Fund
acquired a 4.0% working interest in the Bison Project, an exploratory well from
LLOG Exploration Offshore, Inc. (LLOG), the operator. The Bison Project, located in the Galveston
region of the Gulf of Mexico, began drilling in December 2008 and was
determined to be an unsuccessful well, or dry hole, in January 2009. For the year ended December 31, 2008, dry-hole
costs related to this well were $0.3 million.
Additional dry-hole costs, of $0.1 million, including plug and
abandonment expenses, were incurred during the first quarter 2009.

F-12

---



Ridgewood
Energy W Fund, LLCSupplementary Financial Information
Information about Oil and Gas Producing Activities - Unaudited

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

Table I - Capitalized Costs Relating to Oil and Gas Producing
Activities

|                                                              |  |                |        |      |   |       | 
|------------------------------------------------------------- |  | -------------- | ------ | ---- | - | ----- | 
|                                                              |  | December 31,   |       
|                                                              |  | 2008           |        | 2007 |  
|                                                              |  |                |        |      |  
|                                                              |  | (in thousands) |       
|Advances to operators for
 working interests and expenditures |  | $              | 169    |      | $ | 106   | 
|Unproved properties                                           |  |                | 1,971  |      |   | 4,794 | 
|Proved properties                                             |  |                | 17,679 |      |   |      | 
|                                                              |  |                |        |      |   |       | 
|Total oil and gas properties                                  |  |                | 19,819 |      |   | 4,900 | 
|Accumulated depletion and
 amortization                       |  |                | (595   | )    |   |      | 
|                                                              |  |                |        |      |   |       | 
|Oil and gas properties, net                                   |  | $              | 19,224 |      | $ | 4,900 | 
|                                                              |  |                |        |      |   |       | 



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

|                                           |  |                               |        |                                                                      |   |       | 
|------------------------------------------ |  | ----------------------------- | ------ | -------------------------------------------------------------------- | - | ----- | 
|                                           |  | Year ended
 December 31, 2008 |        | For the period
 May 17, 2007
 (Inception) through
 December 31, 2007 |  
|                                           |  |                               |        |                                                                      |  
|                                           |  | (in thousands)                |       
|Exploratory drilling costs
 - capitalized  |  | $                             | 14,067 |                                                                      | $ | 4,900 | 
|Developmental drilling
 costs- capitalized |  |                               | 852    |                                                                      |   |      | 
|Exploratory drilling costs
 - expensed     |  |                               | 6,762  |                                                                      |   |      | 
|Geological costs                           |  |                               | 284    |                                                                      |   |      | 
|                                           |  |                               |        |                                                                      |   |       | 
|                                           |  | $                             | 21,965 |                                                                      | $ | 4,900 | 
|                                           |  |                               |        |                                                                      |   |       | 

F-13

---



Table III - Reserve Quantity Information

Oil and gas reserves for the
producing properties of the Fund have been estimated by an independent
petroleum engineer, Ryder Scott Company, at December 31, 2008. At December 31,
2008, the Fund had one non-producing property for which reserve data is based
upon internal estimates. At December 31, 2007 the Fund had no proved reserves. These reserve disclosures have been prepared in
compliance with the Securities and Exchange Commission rules. Due to inherent
uncertainties and the limited nature of recovery data, estimates of reserve
information are subject to change as additional information becomes available.

|                                            |  |                   |        |           |  |           |  
|------------------------------------------- |  | ----------------- | ------ | --------- |  | --------- | -
|                                            |  | December 31, 2008 |       
|                                            |  |                   |       
|                                            |  | United States     |       
|                                            |  | Oil (BBLS)        |        | Gas (MCF) | 
|                                            |  |                   |        |           | 
|                                            |  |                   |        |           |  |           |  
|Proved
 developed and undeveloped reserves: |  |                   |        |           |  |           |  
|Beginning
 of year                          |  |                   |       |           |  |          |  
|Discoveries                                 |  |                   | 82,772 |           |  | 1,522,686 |  
|Revisions
 of previous estimates            |  |                   |       |           |  |          |  
|Production                                  |  |                   | (3,092 | )         |  | (50,449   | )
|                                            |  |                   |        |           |  |           |  
|End
 of year                                |  |                   | 79,680 |           |  | 1,472,237 |  
|                                            |  |                   |        |           |  |           |  
|                                            |  |                   |        |           |  |           |  
|Proved
 developed reserves:                 |  |                   |        |           |  |           |  
|Beginning
 of year                          |  |                   |       |           |  |          |  
|Discoveries                                 |  |                   | 31,285 |           |  | 719,166   |  
|Revisions
 of previous estimates            |  |                   |       |           |  |          |  
|Production                                  |  |                   | (3,092 | )         |  | (50,449   | )
|                                            |  |                   |        |           |  |           |  
|End
 of year                                |  |                   | 28,193 |           |  | 668,717   |  
|                                            |  |                   |        |           |  |           |  

Table IV - Standardized Measure of Discounted Future Net Cash
Flows Relating to Proved Oil and Gas Reserve Quantities

Summarized in the following
table is information for the Fund with respect to the standardized measure of
discounted future net cash flows relating to proved oil and gas reserves.
Future cash inflows are computed by applying year-end prices of oil and gas
relating to the Funds proved reserves to the year-end quantities of those
reserves. Future production and development costs are derived based on current
costs assuming continuation of existing economic conditions.

|                                                                    |  |                    |        |  
|------------------------------------------------------------------- |  | ------------------ | ------ | -
|                                                                    |  | December 31,
 2008 |       
|                                                                    |  |                    |       
|                                                                    |  | (in thousands)     |       
|Future estimated revenues                                           |  | $                  | 13,467 |  
|Future estimated production
 costs                                  |  |                    | (1,085 | )
|Future estimated
 development costs                                 |  |                    | (4,092 | )
|                                                                    |  |                    |        |  
|Future
 net cash flows                                              |  |                    | 8,290  |  
|10% annual discount for
 estimated timing of cash flows             |  |                    | (2,017 | )
|                                                                    |  |                    |        |  
|Standardized measure of
 discounted future estimated net cash flows |  | $                  | 6,273  |  
|                                                                    |  |                    |        |  

F-14

---



Table V - Changes in the Standardized Measure of Discounted
Future Net Cash Flows Relating to Proved Oil and Gas Reserve Quantities

The changes in present values
between years, which can be significant, reflect changes in estimated proved
reserve quantities and prices and assumptions used in forecasting production
volumes and costs.

|                                                                                    |  |                               |       |  
|----------------------------------------------------------------------------------- |  | ----------------------------- | ----- | -
|                                                                                    |  | Year ended
 December 31, 2008 |      
|                                                                                    |  |                               |      
|                                                                                    |  | (in thousands)                |      
|Standardized measure
 beginning of the year                                         |  | $                             |      |  
|Sales of oil and gas
 production, net of production costs                           |  |                               | (528  | )
|Net changes in prices and
 production costs                                         |  |                               |      |  
|Extensions, discoveries,
 and improved recovery and techniques,
 less related costs |  |                               | 6,801 |  
|Development costs incurred
 during the period                                       |  |                               |      |  
|Revisions of previous
 reserve quantities estimate                                  |  |                               |      |  
|Revision due to timing of
 cash flows                                               |  |                               |      |  
|Accretion of discount                                                               |  |                               |      |  
|Timing and other                                                                    |  |                               |      |  
|                                                                                    |  |                               |       |  
|Standardized measure end of
 the year                                               |  | $                             | 6,273 |  
|                                                                                    |  |                               |       |  

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

F-15

---



SIGNATURES

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

|                      |                               |                                | 
|--------------------- | ----------------------------- | ------------------------------ | 
|                      | RIDGEWOOD
 ENERGY W FUND, LLC
|                      |                               |                               
|Date: March
 13, 2009 | By:                           | /s/ ROBERT E. SWANSON          | 
|                      |                               |                                | 
|                      |                               | Robert E.
 Swanson             | 
|                      |                               | Chief Executive
 Officer       | 
|                      |                               | (Principal
 Executive Officer) | 

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

|                              |  |                                                                                      |  |               
|----------------------------- |  | ------------------------------------------------------------------------------------ |  | --------------
|Signature                     |  | Capacity                                                                             |  | Date          
|                              |  |                                                                                      |  |               
|/s/ ROBERT E. SWANSON         |  | Chief Executive Officer (Principal Executive
 Officer)                               |  | March 13, 2009
|                              |  |                                                                                      | 
|Robert E. Swanson             |  |                                                                                      | 
|                              |  |                                                                                      |  |               
|/s/ KATHLEEN P. McSHERRY      |  | Executive Vice President and Chief Financial Officer
 (Principal Accounting Officer) |  | March 13, 2009
|                              |  |                                                                                      | 
|Kathleen P. McSherry          |  |                                                                                      | 
|                              |  |                                                                                      |  |               
|RIDGEWOOD
 ENERGY CORPORATION |  |                                                                                      |  |               
|                              |  |                                                                                      |  |               
|/s/ ROBERT E. SWANSON         |  | Chief Executive Officer of Manager                                                   |  | March 13, 2009
|                              |  |                                                                                      |  |               
|Robert E. Swanson             |  |                                                                                      |  |               

---