**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION** ****





**Washington,
      D.C. 20549**





**FORM
      10-Q**





ý
              **QUARTERLY
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934**For
                  the quarterly period ended March 31,
                  2007
 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 000-51266**








**RIDGEWOOD
      ENERGY K FUND, LLC**


(Exact
      name of registrant as specified in its charter)








**Delaware**
              (State
                or other jurisdiction of
              incorporation
                or organization)
            
            **68-0580588**
              (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 ý No o





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


Large
                  accelerated filer o
              Accelerated
                  filer o
              Non-accelerated
                  filer ý


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





As
      of May
      9, 2007 there were 480.7046 shares of membership interest of the registrant
      outstanding.











**Table
                  of Contents****Part
                  I - FINANCIAL INFORMATION**
              
              **Page**Item
                  1. Financial Statements:Condensed Balance Sheets as of March 31, 2007 and December 31,
                  2006
              
              
              3Condensed Statements of Operations for the three months ended March
                  31,
                  2007 and 2006
              
              
              4Condensed Statements of Cash Flows for the three months ended March
                  31,
                  2007 and 2006
              
              
              5Notes to Unaudited Condensed Financial Statements
              
              
              6Item
                  2. Management's Discussion and Analysis of Financial Condition
                  and Results
                  of Operations
              
              
              13Item
                  3. Quantitative and Qualitative Disclosures About Market
                  Risk
              
              
              21Item
                  4. Controls and Procedures
              
              
              21**Part
                  II - OTHER INFORMATION**Item
                  1. Legal Proceedings
              
              
              23Item
                  1A. Risk Factors
              
              
              23Item
                  2. Unregistered Sales of Equity Securities and Use of
                  Proceeds
              
              
              23Item
                  3. Defaults Upon Senior Securities
              
              
              23Item
                  4. Submissions of Matters to a Vote of Security
                  Holders
              
              
              23Item
                  5. Other Information
              
              
              23Item
                  6. Exhibits
              
              
              23SIGNATURES
              
              
              24


2


**RIDGEWOOD
        ENERGY K FUND, LLC**
 **CONDENSED
        BALANCE SHEETS**
 **(Unaudited)**
 **(in
        thousands, except number of shares)**
  **March
                  31,**
                **2007**
              
              **December
                  31,**
                **2006****Assets**Current
                  Assets:Cash
                  and cash equivalents
              
              $
              7,614
              
              $
              8,469Production
                  receivable
              
              
              204
              
              
              188Other
                  current assets
              
              
              20
              
              
              -Total
                  current assets
              
              
              7,838
              
              
              8,657Salvage
                  fund
              
              
              1,090
              
              
              1,081Oil
                  and gas propertiesProved
                  properties
              
              
              17,662
              
              
              17,662Unproved
                  properties
              
              
              695
              
              
              74Less:
                  accumulated depletion and amortization-proved properties
              
              
              (8,461
              )
              
              (8,018
              )Total
                  oil and gas properties, net
              
              
              9,896
              
              
              9,718**Total
                  assets**
              
              $
              18,824
              
              $
              19,456**Liabilities
                  and Members' Capital**Current
                  Liabilities:Due
                  to operators
              
              $
              231
              
              $
              93Due
                  to affiliate (Note 5)
              
              
              20
              
              
              228Accrued
                  expenses payable
              
              
              103
              
              
              149Total
                  current liabilities
              
              
              354
              
              
              470Non-current
                  liabilitiesAsset
                  retirement obligations
              
              
              79
              
              
              78Total
                  non-current liabilities
              
              
              79
              
              
              78**Total
                  liabilities**
              
              
              433
              
              
              548Commitments
                  and contingencies (Note 7)**Members'
                  capital:**Manager:Distributions
              
              
              (290
              )
              
              (290
              )Retained
                  Earnings
              
              
              169
              
              
              118Manager's
                  total
              
              
              (121
              )
              
              (172
              )Shareholders:Capital
                  contributions(534
                  shares authorized; 480.7046 issued and outstanding)
              
              
              70,860
              
              
              70,860Distributions
              
              
              (4,597
              )
              
              (4,056
              )Syndication
                  costs
              
              
              (7,775
              )
              
              (7,775
              )Accumulated
                  deficit
              
              
              (39,976
              )
              
              (39,949
              )Shareholders'
                  total
              
              
              18,512
              
              
              19,080**Total
                  members' capital**
              
              
              18,391
              
              
              18,908**Total
                  liabilities and members' capital**
              
              $
              18,824
              
              $
              19,456


The
        accompanying notes are an integral part of these unaudited condensed financial
        statements.
  3
  **RIDGEWOOD
        ENERGY K FUND, LLC**
 **CONDENSED
        STATEMENTS OF OPERATIONS**
 **(Unaudited)**
 **(in
        thousands, except per share amounts)**
  **For
                  the three months**
                **ended
                  March 31,****2007**
              
              **2006****Revenue**Oil
                  and gas revenue
              
              $
              565
              
              $
              1,105**Expenses**Dry-hole
                  costs
              
              
              2
              
              
              42Depletion
                  and amortization
              
              
              443
              
              
              1,222Lease
                  operating expenses
              
              
              99
              
              
              84Other
                  operating expenses
              
              
              2
              
              
              1General
                  and administrative expenses
              
              
              102
              
              
              45Total
                  expenses
              
              
              648
              
              
              1,394Loss
                  from operations
              
              
              (83
              )
              
              (289
              )**Other
                  income**Interest
                  income
              
              
              107
              
              
              80Net
                  income (loss)
              
              $
              24
              
              $
              (209
              )**Manager
                  Interest**Net
                  income
              
              $
              51
              
              $
              135**Shareholder
                  Interest**Net
                  loss
              
              $
              (27
              )
              $
              (344
              )Net
                  loss per share
              
              $
              (57
              )
              $
              (715
              )


The
        accompanying notes are an integral part of these unaudited condensed financial
        statements.
  4
  **RIDGEWOOD
        ENERGY K FUND, LLC**


**CONDENSED
        STATEMENTS OF CASH FLOWS**
 **(Unaudited)**
 **(in
        thousands)**
  **For
                  the three months ended March 31,****2007**
              
              **2006****Cash
                  flows from operating activities**Net
                  income (loss)
              
              $
              24
              
              $
              (209
              )Adjustments
                  to reconcile net income (loss) to net cashprovided
                  by operating activitiesDry-hole
                  costs
              
              
              2
              
              
              42Depletion
                  and amortization
              
              
              443
              
              
              1,222Accretion
                  expense
              
              
              1
              
              
              1(Increase)
                  decrease in production receivable
              
              
              (16
              )
              
              750(Increase)
                  decrease in other current assets
              
              
              (20
              )
              
              10Increase
                  in due to operators
              
              
              19
              
              
              84(Decrease)
                  increase in accrued expenses payable
              
              
              (46
              )
              
              67Increase
                  in due to affiliate
              
              
              20
              
              
              7Net
                  cash provided by operating activities
              
              
              427
              
              
              1,974**Cash
                  flows from investing activities**Capital
                  expenditures for oil and gas properties
              
              
              (732
              )
              
              (43
              )Interest
                  income reinvested - salvage fund
              
              
              (9
              )
              
              (5
              )Net
                  cash used in investing activities
              
              
              (741
              )
              
              (48
              )**Cash
                  flows from financing activities**Distributions
                  paid
              
              
              (541
              )
              
              (844
              )Net
                  cash used in financing activities
              
              
              (541
              )
              
              (844
              )Net
                  (decrease) increase in cash and cash equivalents
              
              
              (855
              )
              
              1,082Cash
                  and cash equivalents, beginning of period
              
              
              8,469
              
              
              7,846Cash
                  and cash equivalents, end of period
              
              $
              7,614
              
              $
              8,928**Supplemental
                  schedule of non-cash operating activities**Reclassification
                  of due to operators to due to affiliate
              
              $
              -
              
              $
              217


The
        accompanying notes are an integral part of these unaudited condensed financial
        statements.
  5




**RIDGEWOOD
      ENERGY K FUND, LLC**


**NOTES
      TO UNAUDITED CONDENSED FINANCIAL STATEMENTS**








**1.**
            **Organization and Purpose**





The
      Ridgewood Energy K Fund, LLC ( the “Fund”), a Delaware limited liability
      company, was formed on March 1, 2004 and operates pursuant to a limited
      liability company agreement (“Agreement”) dated as of April 5, 2004 by and among
      Ridgewood Energy Corporation (the “Manager”) and the shareholders of the Fund.
      Although the date of formation is March 1, 2004, the Fund did not begin
      operations until April 22, 2004 when it began its private offering of shares.





The
      Fund
      was organized to acquire, drill, construct and develop oil and natural gas
      properties located in the United States offshore waters of Texas, Louisiana,
      and
      Alabama in the Gulf of Mexico. The Fund has devoted most of its efforts to
      raising capital and oil and natural gas exploration activities.





The
      Manager performs (or arranges for the performance of) the management,
      administrative and advisory services required for Fund operations. Such services
      include, without limitation, the administration of shareholder accounts,
      shareholder relations and the preparation, review and dissemination of tax
      and
      other financial information. In addition, the Manager provides office space,
      equipment and facilities and other services necessary for Fund operations.
      The
      Manager also engages and manages the contractual relations with outside
      custodians, depositories, accountants, attorneys, broker-dealers, corporate
      fiduciaries, insurers, banks and others as required (Notes 2, 5 and
      7).





**2.**
            **Summary
                of Significant Accounting Policies**





**Basis
      of presentation**





These
      unaudited interim condensed financial statements have been prepared by the
      Fund’s management, in accordance with accounting principles generally accepted
      in the United States of America (“GAAP”) and in the opinion of management,
      contain all adjustments (consisting of only normal recurring adjustments)
      necessary to present fairly the Fund’s financial position, results of operations
      and cash flows for the periods presented. Certain information and note
      disclosures normally included in annual financial statements prepared in
      accordance with GAAP have been omitted in these unaudited interim condensed
      financial statements. The results of operations, financial position, and cash
      flows for the periods presented herein are not necessarily indicative of future
      financial results. These unaudited interim condensed financial statements should
      be read in conjunction with the annual financial statements and the notes
      thereto for the year ended December 31, 2006 included in the Fund’s Annual
      Report on Form 10-K filed with the Securities and Exchange Commission
      (“SEC”).


6


**Use
      of Estimates**





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





**Advances
      to Operators for Working Interests and Expenditures**





The
      Fund’s acquisition of a working interest in a well or a project requires it to
      make a payment to the seller for the Fund’s right, title and interest. The Fund
      is required to advance its share of estimated cash outlay 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.





**Oil
      and natural gas properties**





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





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





Upon
      the
      sale or retirement of a proved property (i.e. a producing well), the cost and
      related accumulated depletion and amortization will be eliminated from the
      property accounts, and the resultant gain or loss is recognized. On the sale
      or
      retirement of an unproved property, gain or loss on the sale is recognized.
      Currently it is not the Manager’s intention to sell any of the Fund’s property
      interests.





Capitalized
      acquisition costs of producing oil and natural gas properties after recognizing
      estimated salvage values are depleted by the unit-of-production method.





7




At
      December 31, 2006, approximately $0.1 million and $0.2 million was recorded
      in
      due to operators and due to affiliate, respectively, related to the acquisition
      of oil and gas property and/or drilling costs; these balances were paid during
      the first quarter of 2007. At March 31, 2007, approximately $0.2 million was
      recorded in due to operators related to drilling costs.





**Revenue
      Recognition and Production Receivable**





Oil
      and
      natural gas sales are recognized when delivery is made by the Operator to the
      purchaser and title is transferred (i.e. production has been delivered to a
      pipeline or transport vehicle). At the time of transfer a production receivable
      is recorded. The Fund earned revenue of approximately $0.6 million and $1.1
      million for the three months ended March 31, 2007 and 2006,
      respectively.





The
      volume of oil and natural gas sold on the Fund’s behalf may differ from the
      volume of oil and natural gas to which the Fund is entitled. The Fund will
      account for such oil and natural gas production imbalances by the entitlements
      method. Under the entitlements method, the Fund will recognize a receivable
      from
      other working interest owners for volumes oversold by other working interest
      owners. For volumes oversold by the Fund, a payable to other working interest
      owners will be recorded. As of March 31, 2007 and December 31, 2006, there
      were
      no material oil or natural gas balancing arrangements between the Fund and
      other
      working interest owners.





**Syndication
      Costs**





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





**Asset
      Retirement Obligations**





For
      oil
      and natural gas properties, there are obligations to perform removal and
      remediation activities when the properties are retired. When a project reaches
      drilling depth and is determined to be either proved or dry, an asset retirement
      obligation is incurred. Plug and abandonment costs associated with unsuccessful
      projects are expensed as dry-hole costs.





**($
                in Thousands)****Asset
                Retirement Obligations:**
            
            **March
                31, 2007**
            
            **December
                31, 2006****Balance
                - Beginning of period**
            
            $
            78
            
            $
            74Liabilities
                incurred
            
            
            -
            
            
            20Liabilities
                settled
            
            
            -
            
            
            (19
            )Accretion
                expense
            
            
            1
            
            
            3**Balance
                - End of period**
            
            $
            79
            
            $
            78




8


**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 natural gas properties, are
      evaluated when events or changes in circumstances indicate the carrying value
      of
      such assets may not be recoverable. The determination of whether impairment
      has
      occurred is made by comparing the carrying values of long-lived assets to
      the estimated future undiscounted cash flows  attributable
      to the asset. The impairment loss recognized is the excess of the carrying
      value
      over the future discounted cash flows attributable to the asset or the estimated
      fair value of the asset.  For the three months ended March 31, 2007 and
      2006, no impairments were recorded.





**Depletion
      and Amortization**





Depletion
      and amortization of the cost of proved oil and natural gas properties are
      calculated using the units of production method. Proved developed reserves
      are
      used as the base for depleting the cost of successful exploratory drilling
      and
      development costs. The sum of proved developed and proved undeveloped reserves
      is used as the base for depleting (or amortizing) leasehold acquisition costs,
      the costs to acquire proved properties and platform and pipeline costs. At
      March
      31, 2007, and December 31, 2006, the Fund had accumulated depletion and
      amortization of approximately $8.5 million and $8.0 million,
      respectively.





**Income
      Taxes**





No
      provision is made for income taxes in the financial statements. Because the
      Fund
      is a limited liability company (“LLC”), the income or losses are passed through
      and included in the tax returns of the individual shareholders.





**Cash
      and cash equivalents**





All
      highly liquid investments with maturities when purchased of three months or
      less
      are considered as cash and cash equivalents. At times, bank deposits may be
      in
      excess of federal insured limits. At March 31, 2007 and December 31, 2006,
      bank
      balances exceeded federally insured limits by approximately $8.5 million and
      $8.3 million, respectively. The Fund maintains bank deposits with accredited
      financial institutions to mitigate such risk.





**Salvage
      Fund**





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





Interest
      earned on the account will become part of the salvage fund, there are no legal
      restrictions on the withdrawal from the salvage fund.





9




At
      times
      the Fund may purchase short-term investments comprised of US Treasury Notes
      with
      maturities greater than three months and as such are considered held-to-maturity
      investments. Held-to-maturity securities are those investments that the Fund
      has
      the ability and intent to hold until maturity. Held-to-maturity investments
      are
      recorded at cost plus accrued income, adjusted for the amortization of premiums
      and discounts, which approximate market value. Interest income is accrued as
      earned. There were no held to maturity investments at March 31, 2007. Held
      to
      maturity investments of approximately $1.1 million included in the salvage
      fund
      as of December 31, 2006 matured in February 2007.





**Income
      and Expense Allocation**





Profits
      and losses are to be allocated 85% to shareholders in proportion to their
      relative capital contributions and 15% to the Manager, except for items of
      expense, loss, deduction and credit that are attributable to the expenditure
      of
      shareholders’ capital contributions, which are allocated 99% to shareholders and
      1% to the Manager.





**3.**
            **Unproved Properties - Capitalized Exploratory Well
                Costs**





Leasehold
      acquisition and exploratory drilling costs are capitalized pending determination
      of whether the well has found proved reserves. Unproved properties are assessed
      on a quarterly basis by evaluating and monitoring if sufficient progress is
      made
      on assessing the reserves. Capitalization costs are expensed as dry-hole costs
      in the event that reserves are not found or are not in sufficient quantities
      to
      complete the well and develop the field. Dry-hole costs, detailed in the table
      below, were approximately $2 thousand and $42 thousand for the three months
      ended March 31, 2007 and 2006, respectively.





**($
                  in thousands)**
              
              **For
                  the three months ended March 31,****Dry-hole
                  Costs:**
              
              **2007**
              
              **2006**Mobile
                  946
              
              $
              2
              
              $
              -High
                  Island 53
              
              
              -
              
              
              35West
                  Cameron 103
              
              
              -
              
              
              7Galveston
                  246
              
              
              -
              
              
              1**Total
                  Dry-hole Costs**
              
              $
              2
              
              $
              42





The
      following table reflects the net changes in unproved properties at March 31,
      2007 and December 31, 2006. At March 31, 2007, the Fund had no capitalized
      exploratory well costs greater than one year.


**($
                  in thousands)**
              
              **For
                  the three**
                **months
                  ended**
                **March
                  31,**
              
              **For
                  the year ended December 31,****Exploratory
                  Drilling Costs:**
              
              **2007**
              
              **2006****Balance
                  - Beginning of the period**
              
              $
              74
              
              $
              -Additions
                  to capitalized exploratory well costspending
                  the determination of proved reserves
              
              
              621
              
              
              74**Balance
                  - End of the period**
              
              $
              695
              
              $
              74
  10




**4.**
            **Distribution**





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 Operating Agreement, is to be distributed. Prior to March 1, 2006, such
      distribution would be allocated 85% to the shareholders and 15% to the Manager,
      as defined in the Fund's Operating Agreement. Effective March 1, 2006 the
      Manager elected to reduce its distribution of Available Cash from Operations
      to
      1%. Subsequently, effective April 1, 2006, the Manager elected to permanently
      waive its distribution of Available Cash from Operations for the remaining
      life
      of the Fund.





Available
      Cash from Dispositions, as defined in the Fund's Operating Agreement, will
      be
      paid 99% to shareholders and 1% to the Manager until the shareholders have
      received total distributions equal to their capital contributions. After
      shareholders have received distributions equal to their capital contributions,
      85% of Available Cash from Dispositions will be distributed to shareholders
      and
      15% to the Manager.





The
      shareholders received distributions of approximately $0.5 million and
      approximately $0.8 million for the three months ended March 31, 2007 and 2006,
      respectively.





The
      Manager received distributions of nil and approximately $0.1 million for the
      three months ended March 31, 2007 and 2006, respectively.





**5.**
            **Related Parties**





A
      management agreement provides that the Manager render management, administrative
      and advisory services. For such services, prior to October 1, 2005, the Manager
      received an annual management fee, payable monthly, of 2.5% of total capital
      contributions. Beginning on October 1, 2005 and continuing for the remaining
      life of the Fund, the Manager elected to waive its management fee.





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. At March
      31, 2007, approximately $20 thousand was due to affiliates. At December 31,
      2006
      approximately $0.2 million was due to the Manager relating to capital
      expenditures paid by the Manager on behalf of the Fund and was paid by the
      Fund
      during the first quarter of 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 natural gas projects with other entities that are likewise managed by the
      Manager.


11


**6.**
            **Fair Value of Financial
                Instruments**





At
      March
      31, 2007 and December 31, 2006, the carrying value of cash and cash equivalents
      and salvage fund approximate fair value.





**7.**
            **Commitments and Contingencies**





**Environmental
      Considerations**





The
      exploration for and development of oil and natural gas involves the extraction,
      production and transportation of materials which, under certain conditions,
      can
      be hazardous or cause environmental pollution problems. The Manager and the
      Operators are continually taking action they believe appropriate to satisfy
      applicable federal, state and local environmental regulations and do not
      currently anticipate that compliance with federal, state and local environmental
      regulations will have a material adverse effect upon capital expenditures,
      results of operations or the competitive position of the Fund in the oil and
      natural gas industry. However, due to the significant public and governmental
      interest in environmental matters related to those activities, the Manager
      cannot predict the effects of possible future legislation, rule changes, or
      governmental or private claims. At March 31, 2007 and December 31, 2006, there
      were no known environmental contingencies that required the Fund to record
      a
      liability.





**Insurance
      Coverage**





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





12


I **tem
      2.  Management’s Discussion and Analysis of Financial Condition and Results
      of Operations**





**Cautionary
      Statement Regarding Forward-Looking Statements**





This
      Form
      10-Q, including all documents incorporated by reference, includes
      "forward-looking" statements within the meaning of Section 27A of the Securities
      Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities
      Exchange Act of 1934, as amended, (the “Exchange Act”) and the Private
      Securities Litigation Reform Act of 1995, and the "safe harbor" provisions
      thereof. These forward-looking statements are usually accompanied by the words
      "anticipates," "believes," "plan," "seek," "expects," "intends," "estimates,"
      "projects," "will likely result," "future" and similar terms and expressions
      or
      variations thereof. The forward-looking statements in this Form 10-Q reflect
      the
      current views of management of the Fund with respect to future events and
      financial performance. These forward-looking statements are subject to certain
      risks and uncertainties, including, among other things, the high-risk nature
      of
      oil and natural gas exploratory operations, the fact that our drilling
      activities are managed by third parties, the volatility of natural gas prices
      and extraction, and those other risks and uncertainties discussed in the Fund’s
      2006 10-K filed with the Securities and Exchange Commission that could cause
      actual results to differ materially from historical results or those
      anticipated. You are urged to carefully consider all such factors.





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





**Critical
      Accounting Policies and Estimates**





The
      following discussion and analysis of our financial condition and operating
      results is based on our financial statements. The preparation of this Quarterly
      Report on Form 10-Q requires us to make estimates and assumptions that affect
      the reported amount of assets and liabilities, disclosure of contingent assets
      and liabilities at the date of our financial statements, and the reported amount
      of revenue and expenses during the reporting period. Actual results may differ
      from those estimates and assumptions. See “Notes to Unaudited Condensed
      Financial Statements” in Part I of this Form 10-Q for a presentation of the
      Fund’s significant accounting principles. No changes have been made to our
      critical accounting policies and estimates since the filing of the 2006 Form
      10-K.




13


**Overview
      of Our Business**





The
      Fund
      is an independent oil and natural gas producer. The Fund’s primary investment
      objective is to generate cash flow for distribution to our shareholders through
      participation in oil and natural gas exploration and development projects in
      the
      Gulf of Mexico.





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





**Business
      Update**





As
      of
      March 31, 2007 the Fund has participated in the drilling of eleven wells, of
      which two wells are currently producing and two wells were determined to have
      natural gas and oil reserves in commercial quantities such that these properties
      are in the process of being completed to facilitate production. Six of the
      Fund’s wells were deemed dry-holes and plugged and abandoned in prior years. The
      Fund has working interests in three new projects expected to be drilled over
      the
      next six months and is planning for a workover of a currently shut-in
      well.




**Recent
      Developments**





In
      October 2006, the Fund acquired a working interest in six exploratory wells
      to
      be drilled by LLOG Exploration Offshore Inc. (“LLOG”) off the coast of
      Louisiana. Each of the projects is viewed as lower risk projects as they are
      being drilled in relatively shallow depths ranging from 10,000 to 13,000 feet
      and the projects reveal three dimensional seismic data indicative of producing
      fields in close proximity to the drilling sites. Since the projects are not
      very
      deep, they can be drilled and completed quickly. Construction of minimal
      facilities in order to tie the well to nearby production platforms also
      facilitates turning the project to production quickly. During the first quarter
      of 2007, two of the projects operated by LLOG were determined to have successful
      discoveries. Of the remaining four projects, the Fund has decided not to
      participate in the Galveston 248 project with LLOG due to economics. The Fund
      plans to participate in the remaining three LLOG projects with drilling expected
      within the next six months. Below is a summary of the wells operated by
      LLOG:





14




**Well
                  Name**
              **Operator**
              **Offshore**
              **Working**
                **Interest
                  %**
              
              
              **Drilling
                  Risk**
                **(in
                  thousands)**
              **Status**Ship
                  Shoal 81
              LLOG
              LA
              3.75%
              
              $
              240
              3rd
                  quarter 2007
                drilling
                  dateSouth
                  Marsh Island 111
              LLOG
              LA
              3.75%
              
              $
              240
              Currently
                  drilling in
                2nd
                  quarter 2007Vermilion
                  344
              LLOG
              LA
              3.75%
              
              $
              240
              Successful
                  - completion
                expected
                  in 4th quarter
                2007West
                  Delta 67
              LLOG
              LA
              3.75%
              
              $
              310
              3rd
                  quarter 2007
                drilling
                  dateWest
                  Delta 68
              LLOG
              LA
              3.75%
              
              $
              325
              Successful
                  - completion
                expected
                  in 4th quarter
                2007





In
      2005,
      the Fund acquired from Millenium Offshore Group (“MOGI”) a 10% working interest
      in the East Cameron 299 field of which the C-10 well was already proven and
      the
      C-11 well was drilling and the C-12 well was to be drilled (but was ultimately
      dry) for $15 million. At the same time the Fund also acquired from MOGI a 20%
      working interest in West Cameron 556. During 2005 MOGI sold its interests in
      the
      EC299 and WC556 properties and the wells are now operated by ATP. The EC299
      C-10
      is currently producing at an average gross production per day of 8.7 million
      cubic feet equivalent (“MMCFE”), which is a significant decrease from the
      initial production rates of 12.5 MMCFE per day. The EC299 C-11 well is currently
      shut-in with plans for a workover. The workover has been delayed due the high
      cost and constrained supply of drilling rigs post-Hurricane Katrina. Management
      expects the workover to begin within the next twelve months. WC556 production
      has declined significantly over the past twelve months to approximately 0.2
      MMCFE average gross production per day. The West Cameron 556 deeper reservoir
      is
      almost depleted and the well will be recompleted into the shallower reservoir
      later this year. To date, the Fund has recorded impairments of approximately
      $12.7 million related to the East Cameron 299 C-10, East Cameron 299 C-11,
      and
      West Cameron 556 wells. The Fund recorded no impairments during the three months
      ended March 31, 2007.





**Results
      of Operations**





The
      following review of operations for the three months ended March 31, 2007 and
      2006 should be read in conjunction with the Fund’s financial statements and the
      notes thereto. The
      following table summarizes the Fund’s results of operations (in thousands,
      except per share data):





15


**For
                  the three months**
                **ended
                  March 31,****2007**
              
              **2006****Revenues**Oil
                  and gas revenues
              
              $
              565
              
              $
              1,105**Expenses**Dry-hole
                  costs
              
              
              2
              
              
              42Depletion
                  and amortization
              
              
              443
              
              
              1,222Lease
                  operating expenses
              
              
              99
              
              
              84Other
                  operating expenses
              
              
              2
              
              
              1Other
                  general and administrative expenses
              
              
              102
              
              
              45Total
                  expenses
              
              
              648
              
              
              1,394Loss
                  from operations
              
              
              (83
              )
              
              (289
              )**Other
                  income**Interest
                  income
              
              
              107
              
              
              80Net
                  income (loss)
              
              $
              24
              
              $
              (209
              )





***Operating
      Revenues.*** **** Oil
      and
      gas revenues for the three months ended March 31, 2007 and 2006 were
      approximately $0.6 million and $1.1 million, respectively. The decrease in
      revenues is a combination of decreased production volumes for both producing
      properties and declining oil and natural gas prices.





Natural
      gas production decreased from approximately 122 thousand million cubic feet
      (“mcf”) in 2006 to approximately 63 thousand mcf in 2007. The decrease is
      primarily caused by the WC556 production which decreased significantly during
      the first quarter of 2007 as the deeper reservoir was almost fully depleted.
      Once the deeper reservoir has been fully depleted the well will be re-completed
      into the shallower reservoir. Natural gas prices declined during the first
      quarter of 2007 as compared to the first quarter of 2006, from approximately
      $8.11 to $7.81. Prices remained high during the first quarter of 2006 from
      the
      record high prices of late 2005, brought about by Hurricane Katrina and
      constrained supplies.





Oil
      prices during the first quarter of 2007 averaged approximately $58 as compared
      to $60 for the first quarter of 2006. Oil production decreased from
      approximately 1,900 barrels in 2006 to 1,100 barrels in 2007.





**Operating
      and Other Expenses**





***Dry-hole
      costs.*** **** Dry-hole
      costs are those costs incurred to drill and develop a well that is ultimately
      found to be incapable of producing either oil or natural gas in sufficient
      quantities to justify completion of the well. The following table summarizes
      dry-hole costs inclusive of plug and abandonment costs for the three months
      ended March 31, 2007 and 2006.





16




**($
                  in thousands)**
              
              **For
                  the three months ended March 31,****Dry-hole
                  Costs:**
              
              **2007**
              
              **2006**Mobile
                  946
              
              $
              2
              
              $
              -High
                  Island 53
              
              
              -
              
              
              34West
                  Cameron 103
              
              
              -
              
              
              7Galveston
                  246
              
              
              -
              
              
              1**Total
                  Dry-hole Costs**
              
              $
              2
              
              $
              42


***Depletion
      and amortization.*** Depletion and amortization for the three months ended March 31, 2007 and 2006
      were approximately $0.4 million and $1.2 million respectively. This decrease
      is
      the result of decreased production volumes in 2007 compared to 2006 and a lower
      depreciable base due to impairments of proved properties recorded during
      2006.




***Lease
      operating expenses.*** Lease
      operating expenses represent the day to day cost of operating and maintaining
      wells and related facilities. For both the three months ended March 31, 2007
      and
      2006 lease operating expenses were approximately $0.1 million.





***General
      and Administrative Expenses.*** Accounting,
      legal, fiduciary fees and insurance expenses represent costs specifically
      identifiable or allocable to the Fund. Accounting and legal fees represent
      annual audit and tax preparation fees, quarterly reviews and filing fees of
      the
      Fund. Insurance expense represents premiums related to well control insurance
      and production insurance.





The
      following table summarizes general and administrative expenses for the three
      months ended March 31, 2007 and 2006.





**($
                    in thousands)**
                
                **For
                    the three months ended March 31,****Other
                    general and administrative expenses:**
                
                **2007**
                
                **2006**Accounting
                    and legal fees
                
                
                51
                
                
                35Insurance
                
                
                30
                
                
                10Other
                    general and administrative expenses
                
                
                21
                
                
                -**Other
                    general and administrative expenses**
                
                $
                102
                
                $
                45








***Interest
      Income.*** Interest
      income for the three months ended March 31, 2007 and 2006 was approximately
      $107
      thousand and $80 thousand. This increase is predominately the result of higher
      interest rates in 2007 compared to 2006.




17


**Capital
      Resources and Liquidity**





***Operating
      Cash Flows***


Cash
      flows provided by operating activities for the three months ended March 31,
      2007
      were approximately $0.4 million, primarily related to production revenue and
      interest income, offset by lease operating expenses and general and
      administrative expenses.





Cash
      flows provided by operating activities for the three months ended March 31,
      2006
      were approximately $2.0 million, primarily related to production revenue and
      interest income partially offset by lease operating expenses and general and
      administrative expenses.





***Investing
      Cash Flows***





Cash
      flows used in investing activities for the three months ended March 31, 2007
      were approximately $0.7 million, related to capital expenditures for oil and
      gas
      properties and interest income reinvested for the salvage fund.





Cash
      flows used in investing activities for the three months ended March 31, 2006
      were approximately $48 thousand, primarily related to capital expenditures
      for
      oil and gas properties, and interest income reinvested for the salvage fund.
      Investing activities primarily relate to the actual purchase of wells,
      infrastructure and other capital items unrelated to operating activities
      occurring after a well has begun producing.




***Financing
      Cash Flows***





Cash
      flows used in financing activities for the three months ended March 31, 2007
      were approximately $0.5 million related to distributions to shareholders.





Cash
      flows used in financing activities for the three months ended March 31, 2006
      were approximately $0.8 million related to distributions to shareholders and
      the
      Manager.





**Estimated
      Capital Expenditures**





The
      Fund
      has entered into multiple offshore operating agreements for the drilling and
      development of its investment properties. The estimated capital expenditures
      associated with these agreements can vary depending on the stage of development
      on a property-by-property basis. As of March 31, 2007, such estimated capital
      expenditures approximate $3.0 million, all of which is expected to be paid
      out
      of unspent capital contributions within the following 12 months.





The
      table
      below presents exploration and development capital expenditures incurred to
      date
      for projects currently drilling or expected to be drilled in the near future
      as
      well as their estimated budgeted amounts for the next twelve months. Remaining
      unspent development capital will be reallocated to one or more new unspecified
      projects.





18


**($
                  in thousands)****Estimated
                  Capital Expenditures:****At
                  March 31, 2007**
                **Projects**
              
              **Spent
                  through**
                **March
                  31, 2007**
              
              **To
                  be Spent Next**
                **12
                  Months**Ship
                  Shoal 81(i) (iv)
              
              $
              -
              
              $
              724South
                  Marsh Island 111 (ii) (iv)
              
              
              -
              
              
              721Vermilion
                  344 (iii)
              
              
              312
              
              
              495West
                  Delta 67 (i) (iv)
              
              
              -
              
              
              712West
                  Delta 68 (iii)
              
              
              383
              
              
              341$
              695
              
              $
              2,993




(i)
              
              Project
                  scheduled to begin drilling in 3rd quarter of 2007.(ii)
              
              Project
                  currently drilling in 2nd quarter 2007.(iii)
              
              Project successful
                  during 1st quarter of 2007. Production expected 4th quarter of
                  2007.(iv)
              
              Total
                  estimated capital expenditures assume that the wells are commercially
                  successful. If one or more of the budgeted exploratory projects
                  are
                  unsuccessful, budgeted development capital will be reallocated
                  to one or
                  more new unspecified
                  projects.
  **Liquidity
      Needs**





The
      Fund’s primary short-term liquidity needs are to fund its 2007
      operations, including operating expenses and capital expenditures, with existing
      cash on-hand and income earned from its short-term investments and cash and
      cash
      equivalents. Beginning
      October 2005 and continuing for the remaining life of the Fund, the Manager
      elected to waive its annual management fee.




Distributions,
      if any, are funded from cash flow from operations, and the frequency and amount
      are within the Manager’s discretion subject to available cash from operations,
      reserve requirements and Fund operations. Effective March 1, 2006, the Manager
      elected to reduce its distribution of available cash from operations to 1%,
      and
      effective April 1, 2006, the Manager elected to permanently waive its
      distribution of available cash from operations for the remaining life of the
      Fund.





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 for a fund, the Manager seeks an investment portfolio that combines
      high and low risk exploratory projects.





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




19




**Off-Balance
      Sheet Arrangements**





The
      Fund
      had no off-balance sheet arrangements as of March 31, 2007 and December 31,
      2006
      and does not anticipate the use of such arrangements in the future.





**Contractual
      Obligations**





The
      Fund
      enters into operating agreements with operators. On behalf of the Fund, an
      operator enters into various contractual commitments pertaining to exploration,
      development and production activities. The Fund does not discuss or negotiate
      any such contracts. No contractual obligations exist at March 31, 2007 and
      December 31, 2006.


20




**Item
      3.  Quantitative and Qualitative Disclosures about Market
      Risk**





Projects
      drilled may not have commercially productive oil and natural gas reservoirs.
      In
      such an event, the Funds' revenue, future results of operations and financial
      condition would be adversely impacted.





The
      Fund
      does not have or use, any derivative instruments nor does it have any plans
      to
      enter into such derivative arrangements. The Fund will generally invest cash
      in
      high-quality credit instruments consisting primarily of money market funds,
      bankers’ acceptance notes and government agency securities with maturities of
      six months or less. The Fund does not expect any material loss from cash
      equivalents and therefore believes its potential interest rate exposure is
      not
      material. The Fund has no plan to conduct any international activities and
      therefore believes it is not subject to foreign currency risk.





The
      principal market risks to which the Fund is exposed that may adversely impact
      the Fund's results of operations and financial position are changes in oil
      and
      natural gas prices.





Low
      commodity prices could have an adverse affect on the Fund’s future profitability
      and, in such an event the Fund may be required by accounting rules to write
      down
      the carrying value of the Fund’s projects. Revenue to the Fund will be sensitive
      to changes in price to be received for oil and natural gas production.
      Prevailing market prices fluctuate in response to many factors that are outside
      of the Fund's control such as the supply and demand for oil and natural gas.
      Availability of alternative fuels as well as seasonal risks such as hurricanes
      can also impact the supply and demand.





High
      oil
      and natural gas prices have resulted in a strong demand for and a tight supply
      of drilling rigs necessary to drill new projects. The increased cost in daily
      rig rates could have a negative impact on the return to shareholders in the
      Fund. The shortage of drilling rigs could delay the application of capital
      to
      such projects and thus delay revenue from operations.





**Item
      4.  Controls and Procedures**





**Evaluation
      of Disclosure Controls and Procedures**





The
      Fund
      maintains "disclosure controls and procedures", as such term is defined under
      Securities and Exchange Act of 1934 (“Exchange Act”) Rule 13a-15(e), that
      are designed to ensure that information required to be disclosed in the Fund’s
      Exchange Act reports is recorded, processed, summarized and reported within
      the
      same time periods specified in the SEC's rules and forms, and that such
      information is accumulated and communicated to its management, including its
      Chief Executive Officer and Chief Financial Officer, as appropriate, to allow
      timely decisions regarding required disclosures. In designing and evaluating
      the
      disclosure controls and procedures, the Fund’s management recognized that any
      controls and procedures, no matter how well designed and operated, can provide
      only reasonable assurance of achieving the desired control objectives and its
      management necessarily was required to apply its judgment in evaluating the
      cost-benefit relationship of possible controls and procedures. The Fund has
      carried out an evaluation, as of March 31, 2007, under the supervision and
      with
      the participation of its management, including its Chief Executive Officer
      and
      Chief Financial Officer, of the effectiveness of the design and operation of
      the
      Fund’s disclosure controls and procedures. Based upon their evaluation and
      subject to the foregoing, such procedures were effective.





21




Because
      the Fund is not an “Accelerated Filer” as defined in Rule 12b-2 of the Exchange
      Act, the Fund is not presently required to file Management’s annual report on
      internal control over financial reporting and the Attestation report of the
      registered public accounting firm required by Item 308(a) and (b) of Regulation
      S-K promulgated under the Securities Act. Under current rules, because the
      Fund
      is neither a “large accelerated filer” nor an “accelerated filer”, the Fund is
      not required to provide management’s report on internal control over financial
      reporting until the Fund files its annual report for 2007 and compliance with
      the auditor’s attestation report requirement is not required until the Fund
      files its annual report for 2008. The Fund currently expects to comply with
      these requirements at such time as the Fund is required to do so.





**Changes
      in Internal Controls over Financial Reporting**





The
      Fund
      continually reviews its disclosure controls and procedures and makes changes
      as
      necessary, to ensure the quality of its financial reporting. There were no
      changes in our internal control over financial reporting identified in
      connection with the evaluation required by paragraph (d) of Exchange Act Rules
      13a-15 or 15d-15 that occurred during the quarter ended March 31, 2007 that
      have
      materially affected, or are reasonably likely to materially affect, our internal
      control over financial reporting.










22


**Part
      II. OTHER INFORMATION**





**Item
      1. LEGAL PROCEEDINGS**





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





**Item
      1a. RISK FACTORS**





For
      information regarding factors that could affect the Fund’s results of
      operations, financial condition and liquidity, see risk factors discussed under
      “Management’s Discussion and Analysis of Financial Condition and Results of
      Operations” in Item 7 of the Fund’s 2006 Annual Report on Form 10-K. There have
      been no material changes from the risk factors previously disclosed in the
      Fund’s most recent Annual Report on Form 10-K.





**Item
      2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF**  **PROCEEDS**





None.





**Item
      3. DEFAULTS UPON SENIOR SECURITIES**





None.





**Item
      4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS**





None.





**Item
      5. OTHER INFORMATION**




None.





**Item
      6. EXHIBITS**




31.1
              
              Certification
                  of Robert E. Swanson, Chief Executive Officer, pursuant to Securities
                  Exchange Act Rule 13a-14(a).31.2
              
              Certification
                  of Kathleen P. McSherry, Chief Financial Officer, pursuant to Securities
                  Exchange Act Rule 13a-14(a).32
              
              Certifications
                  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                  906 of
                  The Sarbanes-Oxley Act of 2002, signed by Robert E. Swanson, Chief
                  Executive Officer of the Company and Kathleen P. McSherry, Chief
                  Financial
                  Officer of the Company.




23




**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:
            May
                9, 2007
            
            
            
            RIDGEWOOD
                ENERGY K FUND, LLCBy:
            /s/
            
            ROBERT
                E. SWANSONName:
            
            Robert
                E. SwansonTitle:
            
            President
                and Chief Executive Officer(Principal
                Executive Officer)Dated:
            May
                9, 2007By:
            /s/
            
            KATHLEEN
                P. MCSHERRYName:
            
            Kathleen
                P. McSherryTitle:
            
            Senior
                Vice President and Chief Financial Officer(Principal
                Financial and Accounting Officer)











24