---

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

|   |                                                                                          
|-- | -----------------------------------------------------------------------------------------
|x  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES EXCHANGE ACT OF 1934 
|   | For
 the quarterly period ended September 30, 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 Number 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.)

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

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

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

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

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

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

There
is no market for the Shares. As of October 22, 2008 there are 332.2918 Shares
outstanding.

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Table of Contents

|                               |                                                                                                                                                                                                                             |  |     
|------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|                               |                                                                                                                                                                                                                             |  | Page
|PART I - FINANCIAL INFORMATION |                                                                                                                                                                                                                             | 
|Item 1.                        | Financial
 Statements:                                                                                                                                                                                                      |  |     
|                               | Unaudited
 Condensed Balance Sheets as of September 30, 2008 and December 31, 2007                                                                                                                                          |  | 1   
|                               | Unaudited
 Condensed Statements of Operations for the three months ended September 30,
 2008 and 2007, for the nine months ended September 30, 2008 and for the
 period May 17, 2007 (Inception) through September 30, 2007 |  | 2   
|                               | Unaudited
 Condensed Statements of Cash Flows for the nine months ended September 30,
 2008 and for the period May 17, 2007 (Inception) through September 30, 2007                                                          |  | 3   
|                               | Notes
 to Unaudited Condensed Financial Statements                                                                                                                                                                          |  | 4   
|Item 2.                        | Managements
 Discussion and Analysis of Financial Condition and Results of Operations                                                                                                                                      |  | 9   
|Item 3.                        | Quantitative
 and Qualitative Disclosures about Market Risk                                                                                                                                                                 |  | 14  
|Item 4.                        | Controls
 and Procedures                                                                                                                                                                                                    |  | 14  
|                               |                                                                                                                                                                                                                             |  |     
|PART II - OTHER INFORMATION    |                                                                                                                                                                                                                             | 
|                               |                                                                                                                                                                                                                             |  |     
|Item 1.                        | Legal
 Proceedings                                                                                                                                                                                                          |  | 14  
|Item
 1A.                      | Risk
 Factors                                                                                                                                                                                                               |  | 14  
|Item 2.                        | Unregistered
 Sales of Equity Securities and Use of Proceeds                                                                                                                                                                |  | 14  
|Item 3.                        | Defaults
 Upon Senior Securities                                                                                                                                                                                            |  | 14  
|Item 4.                        | Submissions
 of Matters to a Vote of Security Holders                                                                                                                                                                       |  | 14  
|Item 5.                        | Other
 Information                                                                                                                                                                                                          |  | 14  
|Item 6.                        | Exhibits                                                                                                                                                                                                                    |  | 15  
|                               |                                                                                                                                                                                                                             |  |     
|                               | SIGNATURES                                                                                                                                                                                                                  |  | 16  

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PART I - Financial Information

Item 1. Financial Statements

RIDGEWOOD ENERGY W FUND, LLCUNAUDITED CONDENSED BALANCE SHEETS
(in thousands, except share data)

|                                                                                       |  |                    |        |                   |   |        |  
|-------------------------------------------------------------------------------------- |  | ------------------ | ------ | ----------------- | - | ------ | -
|                                                                                       |  | September 30, 2008 |        | December 31, 2007 |  
|                                                                                       |  |                    |        |                   |  
|ASSETS                                                                                 |  |                    |        |                   |   |        |  
|Current assets:                                                                        |  |                    |        |                   |   |        |  
|Cash and cash equivalents                                                              |  | $                  | 15,490 |                   | $ | 49,261 |  
|Short-term investments in marketable
securities                                        |  |                    | 20,143 |                   |   |       |  
|Production receivable                                                                  |  |                    | 31     |                   |   |       |  
|Other current assets                                                                   |  |                    | 368    |                   |   | 288    |  
|                                                                                       |  |                    |        |                   |   |        |  
|Total current assets                                                                   |  |                    | 36,032 |                   |   | 49,549 |  
|                                                                                       |  |                    |        |                   |   |        |  
|Salvage fund                                                                           |  |                    | 1,037  |                   |   |       |  
|                                                                                       |  |                    |        |                   |   |        |  
|Oil and natural gas properties:                                                        |  |                    |        |                   |   |        |  
|Advance to operator for working interests and
expenditures                             |  |                    |       |                   |   | 106    |  
|Unproved properties                                                                    |  |                    | 2,152  |                   |   | 4,794  |  
|Proved properties                                                                      |  |                    | 16,874 |                   |   |       |  
|Less: accumulated depletion and
amortization                                           |  |                    | (25    | )                 |   |       |  
|                                                                                       |  |                    |        |                   |   |        |  
|Total oil and natural gas properties                                                   |  |                    | 19,001 |                   |   | 4,900  |  
|                                                                                       |  |                    |        |                   |   |        |  
|                                                                                      
|Total assets                                                                           |  | $                  | 56,070 |                   | $ | 54,449 |  
|                                                                                       |  |                    |        |                   |   |        |  
|                                                                                      
|LIABILITIES
 AND MEMBERS CAPITAL                                                      |  |                    |        |                   |   |        |  
|Current liabilities:                                                                   |  |                    |        |                   |   |        |  
|Due to operator                                                                        |  | $                  | 3,710  |                   | $ |       |  
|Accrued expenses payable                                                               |  |                    | 192    |                   |   | 258    |  
|Due to affiliates (Note 6)                                                             |  |                    |       |                   |   | 317    |  
|                                                                                       |  |                    |        |                   |   |        |  
|Total current liabilities                                                              |  |                    | 3,902  |                   |   | 575    |  
|                                                                                       |  |                    |        |                   |   |        |  
|Asset retirement obligations                                                           |  |                    | 529    |                   |   |       |  
|                                                                                       |  |                    |        |                   |   |        |  
|Total liabilities                                                                      |  |                    | 4,431  |                   |   | 575    |  
|Commitments and contingencies (Note 8)                                                 |  |                    |        |                   |   |        |  
|Members capital:                                                                      |  |                    |        |                   |   |        |  
|Manager:                                                                               |  |                    |        |                   |   |        |  
|Accumulated deficit                                                                    |  |                    | (354   | )                 |   | (96    | )
|                                                                                       |  |                    |        |                   |   |        |  
|Managers total                                                                        |  |                    | (354   | )                 |   | (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   | )
|Accumulated deficit                                                                    |  |                    | (6,149 | )                 |   | (3,186 | )
|                                                                                       |  |                    |        |                   |   |        |  
|Shareholders total                                                                    |  |                    | 51,993 |                   |   | 53,970 |  
|                                                                                       |  |                    |        |                   |   |        |  
|                                                                                      
|Total members capital                                                                 |  |                    | 51,639 |                   |   | 53,874 |  
|                                                                                       |  |                    |        |                   |   |        |  
|                                                                                      
|Total liabilities and members
capital                                                 |  | $                  | 56,070 |                   | $ | 54,449 |  
|                                                                                       |  |                    |        |                   |   |        |  

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

1

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RIDGEWOOD ENERGY W FUND, LLCUNAUDITED CONDENSED STATEMENTS OF OPERATIONS
(in thousands, except share data)

|                                      |  |                                  |      |                                       |   |                                                                       |   |   |        |   |   |        |  
|------------------------------------- |  | -------------------------------- | ---- | ------------------------------------- | - | --------------------------------------------------------------------- | - | - | ------ | - | - | ------ | -
|                                      |  |                                  |      |                                       |   | For the period
 May 17, 2007
 (Inception) through
 September 30, 2007 |  
|                                      |  |                                  |      |                                       |   |                                                                      
|                                      |  | Three months ended September 30, |      | Nine months ended
 September 30, 2008 |   |                                                                      
|                                      |  | 2008                             |      | 2007                                  |   |                                                                       |  
|                                      |  |                                  |      |                                       |   |                                                                       |   |   |       
|                                     
|Revenue                               |  |                                  |      |                                       |   |                                                                       |   |   |        |   |   |        |  
|Oil and gas revenue                   |  | $                                | 37   |                                       | $ |                                                                      |   | $ | 37     |   | $ |       |  
|                                      |  |                                  |      |                                       |   |                                                                       |   |   |        |   |   |        |  
|Expenses                              |  |                                  |      |                                       |   |                                                                       |   |   |        |   |   |        |  
|Depletion and amortization            |  |                                  | 25   |                                       |   |                                                                      |   |   | 25     |   |   |       |  
|Dry-hole costs                        |  |                                  | (167 | )                                     |   |                                                                      |   |   | 1,855  |   |   |       |  
|Investment fees to affiliate (Note 6) |  |                                  |     |                                       |   | 1,759                                                                 |   |   |       |   |   | 1,759  |  
|Management fees to affiliate (Note 6) |  |                                  | 398  |                                       |   | 158                                                                   |   |   | 1,217  |   |   | 158    |  
|Operating expenses                    |  |                                  | 139  |                                       |   |                                                                      |   |   | 233    |   |   | 68     |  
|General and administrative expenses   |  |                                  | 176  |                                       |   | 81                                                                    |   |   | 468    |   |   | 81     |  
|                                      |  |                                  |      |                                       |   |                                                                       |   |   |        |   |   |        |  
|Total expenses                        |  |                                  | 571  |                                       |   | 1,998                                                                 |   |   | 3,798  |   |   | 2,066  |  
|                                      |  |                                  |      |                                       |   |                                                                       |   |   |        |   |   |        |  
|                                     
|Loss from operations                  |  |                                  | (534 | )                                     |   | (1,998                                                                | ) |   | (3,761 | ) |   | (2,066 | )
|Other income                          |  |                                  |      |                                       |   |                                                                       |   |   |        |   |   |        |  
|Interest income                       |  |                                  | 145  |                                       |   | 129                                                                   |   |   | 540    |   |   | 129    |  
|                                      |  |                                  |      |                                       |   |                                                                       |   |   |        |   |   |        |  
|Net loss                              |  | $                                | (389 | )                                     | $ | (1,869                                                                | ) | $ | (3,221 | ) | $ | (1,937 | )
|                                      |  |                                  |      |                                       |   |                                                                       |   |   |        |   |   |        |  
|                                      |  |                                  |      |                                       |   |                                                                       |   |   |        |   |   |        |  
|Manager Interest                      |  |                                  |      |                                       |   |                                                                       |   |   |        |   |   |        |  
|Net loss                              |  | $                                | (77  | )                                     | $ | (34                                                                   | ) | $ | (258   | ) | $ | (35    | )
|                                     
|Shareholder Interest                  |  |                                  |      |                                       |   |                                                                       |   |   |        |   |   |        |  
|Net loss                              |  | $                                | (312 | )                                     | $ | (1,835                                                                | ) | $ | (2,963 | ) | $ | (1,902 | )
|Net loss per share                    |  | $                                | (939 | )                                     | $ | (5,523                                                                | ) | $ | (8,917 | ) | $ | (5,725 | )

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

2

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RIDGEWOOD ENERGY W FUND, LLCUNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
(in thousands)

|                                                                                                     |  |                                       |         |                                                                       |   |        |  
|---------------------------------------------------------------------------------------------------- |  | ------------------------------------- | ------- | --------------------------------------------------------------------- | - | ------ | -
|                                                                                                     |  | Nine months ended
 September 30, 2008 |         | For the period
 May 17, 2007
 (Inception) through
 September 30, 2007 |  
|                                                                                                     |  |                                       |         |                                                                       |  
|                                                                                                    
|Cash flows from operating activities                                                                 |  |                                       |         |                                                                       |   |        |  
|Net loss                                                                                             |  | $                                     | (3,221  | )                                                                     | $ | (1,937 | )
|Adjustments to reconcile net loss to net cash used
in operating
 activities:                         |  |                                       |         |                                                                       |   |        |  
|Depletion and amortization                                                                           |  |                                       | 25      |                                                                       |   |       |  
|Dry-hole costs                                                                                       |  |                                       | 1,855   |                                                                       |   |       |  
|Accretion expense                                                                                    |  |                                       | 6       |                                                                       |   |       |  
|Interest earned on marketable securities                                                             |  |                                       | (144    | )                                                                     |   |       |  
|Changes in assets and liabilities:                                                                   |  |                                       |         |                                                                       |   |        |  
|Increase in production receivable                                                                    |  |                                       | (31     | )                                                                     |   |       |  
|Increase in other current assets                                                                     |  |                                       | (80     | )                                                                     |   | (231   | )
|(Decrease) increase in accrued expenses
payable                                                      |  |                                       | (66     | )                                                                     |   | 41     |  
|(Decrease) increase in due to affiliates                                                             |  |                                       | (142    | )                                                                     |   | 222    |  
|                                                                                                     |  |                                       |         |                                                                       |   |        |  
|Net cash used in operating activities                                                                |  |                                       | (1,798  | )                                                                     |   | (1,905 | )
|                                                                                                     |  |                                       |         |                                                                       |   |        |  
|                                                                                                     |  |                                       |         |                                                                       |   |        |  
|Cash flows from investing activities                                                                 |  |                                       |         |                                                                       |   |        |  
|Capital expenditures for oil and gas
properties                                                      |  |                                       | (11,748 | )                                                                     |   |       |  
|Salvage fund investments                                                                             |  |                                       | (1,000  | )                                                                     |   |       |  
|Interest reinvested in salvage fund                                                                  |  |                                       | (37     | )                                                                     |   |       |  
|Investment in marketable securities                                                                  |  |                                       | (19,999 | )                                                                     |   |       |  
|                                                                                                     |  |                                       |         |                                                                       |   |        |  
|Net cash used in investing activities                                                                |  |                                       | (32,784 | )                                                                     |   |       |  
|                                                                                                     |  |                                       |         |                                                                       |   |        |  
|                                                                                                     |  |                                       |         |                                                                       |   |        |  
|Cash flows from financing activities                                                                 |  |                                       |         |                                                                       |   |        |  
|Contributions from shareholders                                                                      |  |                                       | 986     |                                                                       |   | 38,058 |  
|Syndication costs paid                                                                               |  |                                       | (175    | )                                                                     |   | (3,838 | )
|                                                                                                     |  |                                       |         |                                                                       |   |        |  
|Net cash provided by financing activities                                                            |  |                                       | 811     |                                                                       |   | 34,220 |  
|                                                                                                     |  |                                       |         |                                                                       |   |        |  
|                                                                                                     |  |                                       |         |                                                                       |   |        |  
|Net (decrease) increase in cash and cash
equivalents                                                 |  |                                       | (33,771 | )                                                                     |   | 32,315 |  
|                                                                                                     |  |                                       |         |                                                                       |   |        |  
|Cash and cash equivalents, beginning of
period                                                       |  |                                       | 49,261  |                                                                       |   |       |  
|                                                                                                     |  |                                       |         |                                                                       |   |        |  
|                                                                                                     |  |                                       |         |                                                                       |   |        |  
|Cash and cash equivalents, end of period                                                             |  | $                                     | 15,490  |                                                                       | $ | 32,315 |  
|                                                                                                     |  |                                       |         |                                                                       |   |        |  
|                                                                                                     |  |                                       |         |                                                                       |   |        |  
|Supplemental schedule of non-cash investing
 activities                                              |  |                                       |         |                                                                       |   |        |  
|Advances
 used for capital expenditures in oil and gas properties reclassified to
 proved properties |  | $                                     | 106     |                                                                       | $ |       |  

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

3

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RIDGEWOOD ENERGY W FUND, LLCNOTES TO UNAUDITED CONDENSED 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 June 15, 2007
by and among Ridgewood Energy Corporation (or the Manager), and the
shareholders of the Fund.

The Fund was organized to acquire interests in oil and 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 is no longer an exploratory stage enterprise.

The Manager performs, or arranges for the performance of, the
management 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

Basis of
Presentation

These unaudited interim condensed financial statements have been
prepared by the Funds management in accordance with accounting principles
generally accepted in the United States of America (GAAP) and in the opinion
of management, contain all adjustments (consisting of only normal recurring
adjustments) necessary to present fairly the Funds financial position, results
of operations and cash flows for the periods presented. Certain information and
note disclosures normally included in annual financial statements prepared in
accordance with GAAP have been omitted in these unaudited interim condensed
financial statements. The results of operations, financial position, and cash
flows for the periods presented herein are not necessarily indicative of future
financial results. These unaudited interim condensed financial statements
should be read in conjunction with the Funds December 31, 2007 financial
statements and the notes thereto included in the Funds Form 10/A filed with
the Securities and Exchange Commission (SEC). The year-end
condensed balance sheet data was derived from audited financial statements,
but does not include all disclosures required by GAAP.

Use of Estimates

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

Cash and Cash
Equivalents

All highly liquid investments with maturities when purchased of three
months or less are considered cash and cash equivalents. At times, bank
deposits may be in excess of federal insured limits. At September 30, 2008 and
December 31, 2007, bank balances, inclusive of salvage fund, exceeded federally
insured limits by $2.5 million and $49.1 million, respectively. At September 30, 2008,
$2.5 million of the Funds uninsured balances were invested in money market accounts
that invest solely in  U.S. Treasury Bills and Notes.  The Fund
maintains bank deposits with accredited financial institutions.

Effective October 3, 2008 through December 31, 2009, federally insured
limits have been increased from $0.1 million to $0.25 million for each of the
Funds bank accounts.

Investments in
Marketable Securities

At times the Fund may purchase short-term investments comprised of 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 in excess of twelve months. The Fund
currently has short-term investments that are classified as held-to-maturity.
Held-to-maturity securities are those investments that the Fund has the ability
and intent to hold until maturity, and are recorded at cost plus accrued
income, adjusted for the amortization of premiums and discounts, which
approximate fair value. At September 30, 2008 the Fund had short-term
held-to-maturity investments totaling $20.1 million, which matured in October
2008. At December 31, 2007, the Fund had no short-term held-to-maturity
investments.

4

---



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 dismantling production platforms and facilities, plugging
and abandoning the wells and removing the platforms, facilities and wells after
their useful lives, in accordance with applicable federal and state laws and
regulations. At September 30, 2008, the Fund had held-to-maturity investments
within its salvage fund totaling $1.0 million. The salvage fund was funded
during the nine months ended September 30, 2008. The held-to-maturity
investments held within the salvage fund at September 30, 2008 mature 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.

Oil and Gas
Properties

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

The successful efforts method of accounting for oil and 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 crude 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 September 30, 2008 amounts recorded in due to operators totaling
$3.7 million related to capital expenditures for oil and gas properties. These
amounts were paid during the fourth quarter of 2008.

Advances to
Operators for Working Interests and Expenditures

The Funds acquisition of a working interest in a well or a project 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 transferred 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 recorded. Plug and abandonment costs associated with
unsuccessful properties are expensed as dry-hole costs. The table below presents
changes in asset retirement obligations for the nine months ended September 30,
2008 and the period May 17, 2007 (Inception) through December 31, 2007.

|                               |  |                    |     |                   |   |   | 
|------------------------------ |  | ------------------ | --- | ----------------- | - | - | 
|                               |  | September 30, 2008 |     | December 31, 2007 |  
|                               |  |                    |     |                   |  
|                               |  | (in thousands)     |    
|Balance - Beginning of
 period |  | $                  |    |                   | $ |  | 
|                               |  |                    |     |                   |   |   | 
|Liabilities incurred           |  |                    | 523 |                   |   |  | 
|Liabilities settled            |  |                    |    |                   |   |  | 
|Accretion expense              |  |                    | 6   |                   |   |  | 
|                               |  |                    |     |                   |  
|Balance - End of period        |  | $                  | 529 |                   | $ |  | 
|                               |  |                    |     |                   |  

5

---



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 associated with offering the Funds
shares including professional fees, selling expenses and administrative costs
payable to the Manager, an affiliate of the Manager and 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 production 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 underproduced owner to recoup its entitled share through production. The
Funds recorded liability, if any, would be reflected in other non-current
liabilities. No receivables are recorded for those wells where the Fund has
taken less than its share of production. Gas imbalances are reflected as
adjustments to estimates of proved gas reserves and future cash flows.

Impairment of
Long-Lived Assets

In accordance with the provisions of 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.

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 the cost of successful exploratory drilling
and development costs. The sum of proved developed and proved undeveloped
reserves is used as the base for depleting or amortizing leasehold acquisition costs,
the costs to acquire proved properties and platform and pipeline costs. 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, fiduciary fees,
depletion and amortization, which are allocated 99% to shareholders and 1% to
the Manager.

3. Recent Accounting Standards

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 Securities and Exchange Commission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 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 No. 157 for financial
assets and liabilities.

6

---



4. Unproved Properties - Capitalized Exploratory
Well Costs

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

At September 30, 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 nine months ended September 30, 2008 and for the
period May 17, 2007 (Inception) through December 31, 2007.

|                                                                                              |  |                    |         |                   |   |       | 
|--------------------------------------------------------------------------------------------- |  | ------------------ | ------- | ----------------- | - | ----- | 
|                                                                                              |  | September 30, 2008 |         | December 31, 2007 |  
|                                                                                              |  |                    |         |                   |  
|                                                                                              |  | (in thousands)     |        
|Balance - Beginning of period                                                                 |  | $                  | 4,794   |                   | $ |      | 
|                                                                                              |  |                    |         |                   |   |       | 
|Additions to capitalized exploratory well costs pending the
 determination of proved reserves |  |                    | 11,782  |                   |   | 4,794 | 
|Reclassifications to proved properties based on the determination of
 proved reserves         |  |                    | (14,424 | )                 |   |      | 
|Capitalized exploratory well costs charged to dry-hole
costs                                  |  |                    |        |                   |   |      | 
|                                                                                              |  |                    |         |                   |  
|                                                                                             
|Balance - End of period                                                                       |  | $                  | 2,152   |                   | $ | 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 three months ended September 30, 2008 the
Fund received a credit from the operator. Dry-hole costs are detailed in the
table below:

|                 |  |                                  |      |                                       |   |                                                                       |  |   |       |  |   |   | 
|---------------- |  | -------------------------------- | ---- | ------------------------------------- | - | --------------------------------------------------------------------- |  | - | ----- |  | - | - | 
|                 |  |                                  |      |                                       |   | For the period
 May 17, 2007
 (Inception) through
 September 30, 2007 | 
|                 |  |                                  |      |                                       |   |                                                                      
|                 |  | Three months ended September 30, |      | Nine months ended
 September 30, 2008 |   |                                                                      
|                 |  | 2008                             |      | 2007                                  |   |                                                                       | 
|                 |  |                                  |      |                                       |   |                                                                       |  |   |      
|                 |  | (in thousands)                   |     
|Dry-hole costs   |  |                                  |     
|                
|Eugene Island 31 |  | $                                | (167 | )                                     | $ |                                                                      |  | $ | 1,855 |  | $ |  | 

5. Distributions

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

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

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

There have been no distributions made by the Fund since its inception.

6. Related Parties

The Fund incurred a one-time investment fee of 4.5% of initial capital
contributions, payable to the Manager. Investment fees are payable for services
of locating, investigating and evaluating investment opportunities and are
expensed as incurred. Investment fees were $1.8 million for the three months
ended September 30, 2007 and the period May 17, 2007 (Inception) through
September 30, 2007. There were no investment fees incurred by the Fund during
the three and nine months ended September 30, 2008. At December 31, 2007, $0.1 million
of investment fees were included in due to affiliates. There was no such amount
payable at September 30, 2008.

7

---



In 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. There was no such
amount payable at September 30, 2008.

In 2007, Ridgewood Securities Corporation, a registered broker-dealer
affiliated with the Manager, was paid selling commissions and placement fees
for shares sold of the Fund of $76 thousand and $0.7 million, respectively,
which are reflected in syndication costs. At December 31, 2007, $0.1 million of
these costs were included in due to affiliates. There was no such amount
payable at September 30, 2008.

The Funds LLC Agreement provides that the Manager render management,
administrative and advisory services. For such services, the Manager receives
an annual management fee, payable monthly, of 2.5% of total capital
contributions, net of cumulative dry-hole and related well costs incurred by
the Fund. Management fees were $0.4 million and $1.2 million for the three and
nine months ended September 30, 2008, respectively, and $0.2 million for the
three months ended September 30, 2007, and the period May 17, 2007 (Inception)
through September 30, 2007.

From time to time, short-term payables and receivables, which do not
bear interest, arise from transactions with affiliates in the ordinary course
of business. There were no outstanding payables or receivables related to these
transactions at September 30, 2008 and December 31, 2007.

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 gas projects with other entities that are likewise managed
by the Manager.

7. Fair Value of Financial Instruments

As of
September 30, 2008 and December 31, 2007, the carrying value of cash and cash
equivalents, investments in marketable securities, salvage fund, production
receivable and accrued expenses approximate fair value.

8. Commitments and Contingencies

Capital Commitments

The Fund has entered into multiple offshore operating agreements for
the drilling and development of its investment properties. The estimated
capital expenditures associated with these agreements vary depending on the
stage of development on a property-by-property basis. As of September 30, 2008,
the Fund had committed to spend an additional $16.4 million related to its
investment properties.

Environmental
Considerations

The exploration for and development of oil and gas involves the
extraction, production and transportation of materials which, under certain
conditions, can be hazardous or cause environmental pollution problems. The
Operators are continually taking action they believe appropriate to satisfy
applicable federal, state and local environmental regulations and do not
currently anticipate that compliance with federal, state and local
environmental regulations will have a material adverse effect upon capital
expenditures, results of operations or the competitive position of the Fund in
the oil and 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 September 30, 2008 and December
31, 2007, there were no known environmental contingencies that required the
Fund to record a liability.

Insurance Coverage

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

8

---



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

Cautionary Statement Regarding
Forward-Looking Statements

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

Critical Accounting Policies and Estimates

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

Overview of the Funds Business

The Fund is a Delaware limited liability company formed on May 17, 2007
to acquire interests primarily in oil and gas projects located in the US waters
of the Gulf of Mexico. Ridgewood Energy Corporation (Ridgewood Energy or the
Manager) a Delaware corporation, is the Manager. As the Manager, Ridgewood
Energy has direct and exclusive control over the management and control of Fund
operations. The Funds primary investment objective is to generate cash flow
for distribution to the Funds shareholders through participation in oil and
gas exploration and development projects in the Gulf of Mexico.

The Manager performs certain duties on the Funds behalf including the
evaluation of potential projects for investment and ongoing management,
administrative and advisory services associated with these projects. For these
services, the Manager receives an annual management fee equal to 2.5% of
capital contributions, net of cumulative dry-hole and related well costs
incurred by the Fund, payable monthly. 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
(Operators) for the management of all exploration, development and producing
operations, as appropriate. The Manager also participates in distributions.

Business Update

The Fund owns working interests and has participated in the drilling of
seven wells, one of which has been determined to be a dry hole, three that have
been determined to be successful, and three that are currently drilling or
scheduled to drill.

Recent hurricane activity in the Gulf of Mexico has not caused material
damage to any of the Funds wells or facilities. However, damage to certain
pipelines, coastal refineries and gas processing plants caused a few of the Funds
wells to be shut-down for a brief period of time during September. Several of
the Funds producing properties generated little or no revenue during the month
of September due to such shut-down. The reserves associated with these
properties remain intact and the value of the properties is recoverable,
however, the delay in production and revenue will result in the delay in the
payment of distributions related to certain properties.

9

---



Currently Drilling/Future Projects

Eos Project

In August 2008, the Fund acquired a 4.0% interest in the Eos Project,
an exploratory well, which is operated by Mariner Energy (Mariner). Drilling
commenced on this project in August 2008 and was temporarily suspended due to
hurricane activity. Drilling resumed in late-September 2008 and results are
expected in December 2008. Through September 30, 2008, the Fund has spent $1.6
million on this well, for which the total estimated budget is $11.4 million.

Main Pass 283/279Wells #2 and #3

In May 2008, the Fund acquired a 5.0% interest in the exploratory
project Main Pass 283/279 Wells #2 and #3 from W&T Offshore, Inc. (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 results are expected in December 2008. Main Pass
283/279 Well #3 will commence drilling once Well #2 has been drilled and
completed. Through September 30, 2008, the Fund has spent $0.5 million on these
wells, for which the total estimated budget is $2.1 million.

Successful Projects Main Pass 283/279Well #1

In May 2008, the Fund acquired a 9.0% interest in the exploratory
project Main Pass 283/279 Well #1 from W&T Offshore, the operator. This
project began drilling in May 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.
Through September 30, 2008, the Fund has spent $2.3 million on this well, for
which the total estimated budget is $2.7 million.

Liberty Project

In April 2008, the Fund acquired a 12.0% working interest in the
Liberty Project, an exploratory project operated by LLOG Exploration Offshore,
Inc. (LLOG). This project began drilling in May 2008 and was determined to be
a success on July 4, 2008. Completion efforts are ongoing and production is
expected in the third quarter 2009. Through September 30, 2008, the Fund has
spent $6.6 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 project operated by Chevron U.S.A., Inc. (Chevron). Drilling
began in October 2007 and the well was determined to be a success in February
2008. Completion efforts are currently in process, and production is expected
in November 2008. Through September 30, 2008, the Fund has spent $7.4 million
on this well, for which the total estimated budget is $8.6 million.

Dry Hole Eugene Island 31

In November 2007, the Fund acquired a 25.0% working interest in the
exploratory project Eugene Island 31 from Northstar GOM, LLC (Northstar), the
operator. The well began drilling in March 2008. In April 2008, the Fund was
informed by Northstar that the well being drilled on the Eugene Island 31 lease
block did not have commercially productive quantities of either gas or oil and
had been determined to be an unsuccessful well, or dry hole. As a result of
this dry hole, the Fund recorded dry-hole costs of $1.9 million during the nine
months ended September 30, 2008.

Results of Operations

The following review of operations for the three months ended September
30, 2008 and 2007, the nine months ended September 30, 2008 and the period May
17, 2007 (Inception) through September 30, 2007 should be read in conjunction
with the Funds financial statements and the notes thereto.

10

---



|                                    |  |                                  |      |      |   |        |   |                                       |        |                                                                       |   |        |  
|----------------------------------- |  | -------------------------------- | ---- | ---- | - | ------ | - | ------------------------------------- | ------ | --------------------------------------------------------------------- | - | ------ | -
|                                    |  |                                  |      |      |   |        |   | Nine months ended
 September 30, 2008 |        | For the period
 May 17, 2007
 (Inception) through
 September 30, 2007 |  
|                                    |  |                                  |      |      |   |        |   |                                       |       
|                                    |  | Three months ended September 30, |      |      |  
|                                    |  | 2008                             |      | 2007 |   |        |  
|                                    |  |                                  |      |      |   |        |   |                                       |       
|                                    |  | (in thousands)                   |     
|Revenue                             |  |                                  |      |      |   |        |   |                                       |        |                                                                       |   |        |  
|Oil and gas revenue                 |  | $                                | 37   |      | $ |       |   | $                                     | 37     |                                                                       | $ |       |  
|                                    |  |                                  |      |      |   |        |   |                                       |        |                                                                       |   |        |  
|                                    |  |                                  |      |      |   |        |   |                                       |        |                                                                       |   |        |  
|Expenses                            |  |                                  |      |      |   |        |   |                                       |        |                                                                       |   |        |  
|Depletion and amortization          |  |                                  | 25   |      |   |       |   |                                       | 25     |                                                                       |   |       |  
|Dry-hole costs                      |  |                                  | (167 | )    |   |       |   |                                       | 1,855  |                                                                       |   |       |  
|Investment fees to affiliate        |  |                                  |     |      |   | 1,759  |   |                                       |       |                                                                       |   | 1,759  |  
|Management fees to affiliate        |  |                                  | 398  |      |   | 158    |   |                                       | 1,217  |                                                                       |   | 158    |  
|Operating expenses                  |  |                                  | 139  |      |   |       |   |                                       | 233    |                                                                       |   | 68     |  
|General and administrative expenses |  |                                  | 176  |      |   | 81     |   |                                       | 468    |                                                                       |   | 81     |  
|                                    |  |                                  |      |      |   |        |   |                                       |        |                                                                       |   |        |  
|Total expenses                      |  |                                  | 571  |      |   | 1,998  |   |                                       | 3,798  |                                                                       |   | 2,066  |  
|                                    |  |                                  |      |      |   |        |   |                                       |        |                                                                       |   |        |  
|                                   
|Loss from operations                |  |                                  | (534 | )    |   | (1,998 | ) |                                       | (3,761 | )                                                                     |   | (2,066 | )
|Other income                        |  |                                  |      |      |   |        |   |                                       |        |                                                                       |   |        |  
|Interest income                     |  |                                  | 145  |      |   | 129    |   |                                       | 540    |                                                                       |   | 129    |  
|                                    |  |                                  |      |      |   |        |   |                                       |        |                                                                       |   |        |  
|                                   
|Net loss                            |  | $                                | (389 | )    | $ | (1,869 | ) | $                                     | (3,221 | )                                                                     | $ | (1,937 | )
|                                    |  |                                  |      |      |   |        |   |                                       |        |                                                                       |   |        |  

Oil and Gas Revenue. The Fund had one well come onto production
during August 2008, Main Pass 283/279 Well #1. Prior to August 2008, the Fund
had no operating revenue and was considered an exploratory stage enterprise.
Production for this well was temporarily suspended in early September due to
hurricane activity and resumed in late-September 2008. Oil and gas revenue for
the three and nine months ended September 30, 2008 was $37 thousand.

During the three and nine
months ended September 30, 2008, the Funds wells produced and sold approximately
174 barrels of oil and 2.5 thousand mcf of gas. Oil prices averaged
approximately $103 per barrel and gas prices averaged $7.51 per mcf during the
three and nine months ended September 30, 2008.

Depletion and Amortization. For the three and nine months ended
September 30, 2008, depletion and amortization was $25 thousand. The Funds
producing well, Main Pass 283/279 Well #1 began production in August 2008.
Prior to that time, the Fund did not have production and therefore did not
record any depletion or amortization.

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 gas in sufficient quantities to justify completion of the well.
During the three months ended September 30, 2008 the Fund received a credit
from the operator. The following table summarizes dry-hole costs inclusive of
plug and abandonment costs.

|                 |  |                                  |      |      |   |   |  |                                       |       |                                                                       |   |   | 
|---------------- |  | -------------------------------- | ---- | ---- | - | - |  | ------------------------------------- | ----- | --------------------------------------------------------------------- | - | - | 
|                 |  |                                  |      |      |   |   |  | Nine months ended
 September 30, 2008 |       | For the period
 May 17, 2007
 (Inception) through
 September 30, 2007 |  
|                 |  |                                  |      |      |   |   |  |                                       |      
|                 |  | Three months ended September 30, |      |      |  
|                 |  | 2008                             |      | 2007 |   |   | 
|                 |  |                                  |      |      |   |   |  |                                       |      
|                 |  | (in thousands)                   |     
|Dry-hole costs   |  |                                  |     
|                
|Eugene Island 31 |  | $                                | (167 | )    | $ |  |  | $                                     | 1,855 |                                                                       | $ |  | 

Investment Fees to Affiliate.The Manager was paid a one time investment
fee of 4.5% of initial capital contributions. The fee was payable for the
service of investigating and evaluating investment opportunities and effecting
transactions and were expensed as incurred. Investment fees were $1.8 million
for the three months ended September 30, 2007 and the period May 17, 2007
(Inception) through September 30, 2007. There were no investment fees incurred
by the Fund during the three and nine months ended September 30, 2008.

11

---



Management Fees to Affiliate.Management fees represent 2.5% of total
capital contributions, net of cumulative dry-hole and related well costs. The
fee, payable monthly to the Manager, is for expenses associated with overhead
incurred by the Manager for its ongoing management, administrative and advisory
services. Such overhead expenses include but are not limited to rent, payroll
and benefits for employees of the Manager, and other administrative costs.
Management fees for the three months ended September 30, 2008 and 2007 were
$0.4 million and $0.2 million, respectively. For the nine months ended
September 30, 2008 and for the period May 17, 2007 (Inception) through
September 30, 2007 management fees were $1.2 million and $0.2 million,
respectively. The increase of $1.0 million in 2008 when compared to 2007 was
attributable to the Funds operations, which had commenced on June 15, 2007 and
no fees were charged by the Manager until third quarter 2007.

Operating Expenses. Operating expenses are comprised of
geological and geophysical costs associated with the Funds acquisition of oil
and gas properties and accretion expense related to asset retirement
obligations. Operating expenses for the three and nine months ended September
30, 2008 were $0.1 million and $0.2 million, respectively, primarily related to
geological and geophysical costs for the Liberty project, the Eos project and
Eugene Island 31 property and accretion expense for the West Cameron 57, Green
Canyon 141 and Main Pass 283/279 Well #1 properties. Operating expenses of $0.1
million for the period May 17, 2007 (Inception) through September 30, 2007 were
related to geological and geophysical costs related to the Mississippi Canyon
360 property.

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

|                                         |  |                                  |     |      |   |    |  |                                       |     |                                                                       |   |    | 
|---------------------------------------- |  | -------------------------------- | --- | ---- | - | -- |  | ------------------------------------- | --- | --------------------------------------------------------------------- | - | -- | 
|                                         |  |                                  |     |      |   |    |  | Nine months ended
 September 30, 2008 |     | For the period
 May 17, 2007
 (Inception) through
 September 30, 2007 |  
|                                         |  |                                  |     |      |   |    |  |                                       |    
|                                         |  | Three months ended September 30, |     |      |  
|                                         |  | 2008                             |     | 2007 |   |    | 
|                                         |  |                                  |     |      |   |    |  |                                       |    
|                                         |  | (in thousands)                   |    
|                                         |  |                                  |    
|Insurance                                |  | $                                | 116 |      | $ | 40 |  | $                                     | 285 |                                                                       | $ | 40 | 
|Accounting and legal fees                |  |                                  | 41  |      |   | 35 |  |                                       | 143 |                                                                       |   | 35 | 
|Trust fees and other                     |  |                                  | 19  |      |   | 6  |  |                                       | 40  |                                                                       |   | 6  | 
|                                         |  |                                  |     |      |   |    |  |                                       |     |                                                                       |   |    | 
|Total general and administrative expense |  | $                                | 176 |      | $ | 81 |  | $                                     | 468 |                                                                       | $ | 81 | 
|                                         |  |                                  |     |      |   |    |  |                                       |     |                                                                       |   |    | 

Insurance expense represents
premiums related to well control insurance, which varies dependent upon
drilling activity, and directors and officers liability policy, which is
allocated by the Manager to the Fund based on capital raised by the Fund to
total capital raised by all oil and gas funds managed by the Manager.
Accounting and legal fees represent annual audit and tax preparation fees,
quarterly reviews and filing fees of the Fund. Trust fees represent bank fees
associated with 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.
For the three months ended September 30, 2008 and 2007 interest income was $0.1
million. For the nine months ended September 30, 2008 and the period May 17,
2007 (Inception) through September 30, 2007 interest income was $0.5 million
and $0.1 million, respectively. The $0.4 million increase was attributable to
increased average cash balances as a result of the completion of the Funds
offering in December 2007.

Capital Resources and Liquidity

Operating Cash Flows

Cash flows used in operating
activities for the nine months ended September 30, 2008 were $1.8 million,
primarily related to payments for management fees of $1.2 million, general and
administrative expenses of $0.5 million, operating expenses of $0.2 million,
investment fees paid totaling $0.1 million and unfavorable working capital of
$0.2 million, partially offset by interest income received of $0.5 million.

Cash flows used in operating
activities for the period May 17, 2007 (Inception) through September 30, 2007
were $1.9 million, primarily related to payments to the Manager for investment
fees totaling $1.5 million, management fees of $0.2 million, general and
administrative fees of $0.1 million, operating expenses of $0.1 million and
unfavorable working capital of $0.1 million. These amounts were partially offset
by interest income received of $0.1 million.

Investing Cash Flows

Cash flows used in investing
activities for the nine months ended September 30, 2008 were $32.8 million. The
Fund made capital expenditures for oil and gas properties totaling $11.7
million and purchased U.S. treasury securities totaling $20.0 million, funded
its salvage fund for $1.0 million and reinvested interest earned on this
account in the amount of $37 thousand.

12

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There were no cash flows
from investing activities for the period May 17, 2007 (Inception) through
September 30, 2007.

Financing Cash Flows

Cash flows provided by
financing activities for the nine months ended September 30, 2008 were $0.8
million related to contributions from shareholders of $1.0 million, partially
offset by syndication costs paid of $0.2 million.

Cash flows provided by
financing activities for the period May 17, 2007 (Inception) through September
30, 2007 were $34.2 million related to capital contributions received of $38.1
million, which were partially offset by syndication costs paid of $3.8 million.

Estimated Capital Expenditures

The Fund has entered into
multiple offshore operating agreements for the drilling and development of its
investment properties. The estimated capital expenditures associated with these
agreements can vary depending on the stage of development on a
property-by-property basis. As of September 30, 2008, the Fund had commitments
related to participation agreements totaling $16.4 million for properties.

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

Liquidity Needs

The Funds primary
short-term liquidity needs are to fund its operations, including management
fees and capital expenditures, with 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 whether the Fund is
profitable in that year. The annual fee, payable monthly, is equal to 2.5% of
total capital contributed by shareholders, net of cumulative dry-hole costs
incurred.

With respect to the payment
of management fees, until one of the Funds projects begins producing, all or a
portion of the management fee is paid generally from the interest or dividend
income generated by the Funds development capital that has not been spent,
although the management fee can be paid out of capital contributions. Such
interest and/or dividend income is expected to be sufficient to cover Fund
expenses, including the management fee. However in periods of declining
interest rates, and as the Fund expends its capital on projects, interest
and/or dividend income may not be sufficient, which would require the Fund to
use capital contributions to fund such expenses. Generally, it can take
anywhere from 18 to 24 months to bring a project to production. Once a well is
on production, the management fee and fund expenses are paid from operating
income. Although the management fee can be paid out of capital contributions,
this is not the Funds intent. Over time, as a well produces, the Fund
expects to recover a portion of or the entire management fee that may have been
paid out of capital contributions.

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

Off-Balance Sheet Arrangements

The Fund had no off-balance
sheet arrangements as of September 30, 2008 and December 31, 2007 and does not
anticipate the use of such arrangements in the future.

Contractual Obligations

The Fund enters into
operating agreements with Operators. On behalf of the Fund, an Operator enters
into various contractual commitments pertaining to exploration, development and
production activities. The Fund does not discuss or negotiate any such
contracts. No contractual obligations exist at September 30, 2008 other than
those discussed in Estimated Capital Expenditures above.

13

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK

Not required.

ITEM 4. CONTROLS AND PROCEDURES

In accordance with Exchange
Act Rules 13a-15 and 15d-15, the Fund carried out an evaluation, under the
supervision and with the participation of management, including its Chief
Executive Officer and Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures as of the end of the period covered by this
report. Based on that evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that the Funds disclosure controls and procedures
were effective as of September 30, 2008.

There has been no change in
the Funds internal control over financial reporting that occurred during the
three months ended September 30, 2008 that has materially affected, or is
reasonably likely to materially affect, the Funds internal control over
financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

Not required.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

None.

14

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ITEM 6. EXHIBITS

|                |  |                                                                                                                                                                                                                                                             
|--------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT
 NUMBER |  | TITLE OF
 EXHIBIT                                                                                                                                                                                                                                           
|                |  |                                                                                                                                                                                                                                                             
|                |  |                                                                                                                                                                                                                                                             
|10.1            |  | Participation Agreement
 between LLOG Exploration Offshore, Inc., Mariner Energy, Inc., Stone Energy
 Corporation and Ridgewood Energy Corporation as Manager for Eos Project.                                                                              
|                |  |                                                                                                                                                                                                                                                             
|31.1            |  | Certification of Robert E. Swanson, Chief Executive Officer, pursuant to Securities Exchange Act Rule 13a-14(a).                                                                                                                                            
|                |  |                                                                                                                                                                                                                                                             
|31.2            |  | Certification of Kathleen
 P. McSherry, Chief Financial Officer, pursuant to Securities Exchange Act
 Rule 13a-14(a).                                                                                                                                       
|                |  |                                                                                                                                                                                                                                                             
|32              |  | Certifications pursuant to
 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The
 Sarbanes-Oxley Act of 2002, signed by Robert E. Swanson, Chief Executive
 Officer of the Fund and Kathleen P. McSherry, Chief Financial Officer of the
 Fund.

15

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SIGNATURES

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

|       |                  |     |        |  |                                                      
|------ | ---------------- | --- | ------ |  | -----------------------------------------------------
|Dated: | October 22, 2008 |     |        |  | RIDGEWOOD ENERGY W FUND,
 LLC                        
|       |                  |     |        |  |                                                      
|       |                  | By: | /s/    |  | ROBERT E. SWANSON                                    
|       |                  |     |        |  |                                                      
|       |                  |     | Name:  |  | Robert E. Swanson                                    
|       |                  |     | Title: |  | President and Chief
 Executive Officer               
|       |                  |     |        |  | (Principal Executive
 Officer)                       
|       |                  |     |        |  |                                                      
|Dated: | October 22, 2008 |     |        |  |                                                      
|      
|       |                  | By: | /s/    |  | KATHLEEN P. McSHERRY                                 
|       |                  |     |        |  |                                                      
|       |                  |     | Name:  |  | Kathleen P. McSherry                                 
|       |                  |     | Title: |  | Executive Vice President
 and Chief Financial Officer
|       |                  |     |        |  | (Principal Financial and
 Accounting Officer)        

16

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