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
      1934For
      the quarterly period ended June 30, 2008oro
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the transition period from
      _______________________to____________________________





Commission
File Number 000-51266








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)





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


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





Shares of
LLC Membership Interest





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


Yes  ýNo  o





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


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


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





There is
no market for the shares. As of August 1, 2008 there are 480.7046 shares
outstanding.












Table
      of ContentsPart I - FINANCIAL INFORMATION
              
              PageItem 1.   Financial
    Statements:Unaudited Condensed Balance Sheets as of June 30, 2008 and
      December 31, 2007
              
              3Unaudited Condensed Statements of Operations for the three and
      six months ended
                June 30, 2008 and 2007
              
              4Unaudited Condensed Statements of Cash Flows for the six months
      ended
                June
      30, 2008 and 2007
              
              5Notes to Unaudited Condensed Financial
      Statements
              
              6Item 2.   Management's Discussion and Analysis
      of Financial Condition and Results of Operations
              
              11Item 3.   Quantitative and Qualitative
      Disclosures about Market Risk
              
              16Item 4.   Controls and
      Procedures
              
              16Part II - OTHER INFORMATIONItem 1.    Legal
      Proceedings
              
              17Item 1A. Risk Factors
              
              17Item 2.    Unregistered  Sales
      of Equity Securities and Use of Proceeds
              
              17Item 3.    Defaults Upon Senior
      Securities
              
              17Item 4.    Submissions of Matters to a
      Vote of Security Holders
              
              17Item 5.    Other
      Information
              
              17Item 6.    Exhibits
              
              17SIGNATURES
              
              18




2


Part I - Financial InformationItem
      1.  Financial StatementsRIDGEWOOD
      ENERGY K FUND, LLCUNAUDITED CONDENSED BALANCE SHEETS(in
      thousands, except share data)




June
      30, 2008
                
                
                December
      31, 2007ASSETSCurrent
      assets:Cash
      and cash equivalents
                
                $
                3,432
                
                
                $
                5,624Production
      receivable
                
                
                467
                
                
                
                595Other
      current assets
                
                
                158
                
                
                
                50Total
      current assets
                
                
                4,057
                
                
                
                6,269Salvage
      fund
                
                
                1,148
                
                
                
                1,133Oil
      and gas properties:Unproved
      properties
                
                
                1,583
                
                
                
                1,869Proved
      properties
                
                
                20,882
                
                
                
                19,247Less: accumulated
      depletion and amortization
                
                
                (11,220
                )
                
                
                (9,978
                )Total
      oil and gas properties, net
                
                
                11,245
                
                
                
                11,138Total
      assets
                
                $
                16,450
                
                
                $
                18,540LIABILITIES
      AND MEMBERS' CAPITALCurrent
      liabilities:Due
      to operators
                
                $
                194
                
                
                $
                1,291Accrued
      expenses payable
                
                
                46
                
                
                
                69Total
      current liabilities
                
                
                240
                
                
                
                1,360Asset
      retirement obligations
                
                
                118
                
                
                
                81Total
      liabilities
                
                
                358
                
                
                
                1,441Commitments
      and contingencies (Note 8)Members'
      capital:Manager:Distributions
                
                
                (290
                )
                
                
                (290
                )Retained
      earnings
                
                
                782
                
                
                
                404Manager's
      total
                
                
                492
                
                
                
                114Shareholders:Capital
      contributions (534 shares authorized;
                  480.7046
      issued and outstanding)
                
                
                70,860
                
                
                
                70,860Syndication
      costs
                
                
                (7,775
                )
                
                
                (7,775
                )Distributions
                
                
                (8,535
                )
                
                
                (6,074
                )Accumulated
      deficit
                
                
                (38,950
                )
                
                
                (40,026
                )Shareholders'
      total
                
                
                15,600
                
                
                
                16,985Total
      members' capital
                
                
                16,092
                
                
                
                17,099Total
      liabilities and members' capital
                
                $
                16,450
                
                
                $
                18,540


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


3




RIDGEWOOD
      ENERGY K FUND, LLCUNAUDITED CONDENSED STATEMENTS OF OPERATIONS(in
      thousands, except share data)Three
      months ended June 30,
              
              
              Six
      months ended June 30,2008
              
              
              2007
              
              
              2008
              
              
              2007RevenueOil
      and gas revenue
              
              $
              1,477
              
              
              $
              492
              
              
              $
              3,004
              
              
              $
              1,057ExpensesDepletion
      and amortization
              
              
              558
              
              
              
              375
              
              
              
              1,242
              
              
              
              818Operating
      expenses
              
              
              88
              
              
              
              64
              
              
              
              245
              
              
              
              167General
      and administrative expenses
              
              
              70
              
              
              
              97
              
              
              
              150
              
              
              
              199Total
      expenses
              
              
              716
              
              
              
              536
              
              
              
              1,637
              
              
              
              1,184Income
      (loss) from operations
              
              
              761
              
              
              
              (44
              )
              
              
              1,367
              
              
              
              (127
              )Other
      incomeInterest
      income
              
              
              35
              
              
              
              109
              
              
              
              87
              
              
              
              216Net
      income
              
              $
              796
              
              
              $
              65
              
              
              $
              1,454
              
              
              $
              89Manager
      interestNet
      income
              
              $
              190
              
              
              $
              48
              
              
              $
              378
              
              
              $
              99Shareholder
      interestNet
      income (loss)
              
              $
              606
              
              
              $
              17
              
              
              $
              1,076
              
              
              $
              (10
              )Net
      income (loss) per share
              
              $
              1,260
              
              
              $
              35
              
              
              $
              2,238
              
              
              $
              (21
              )The
      accompanying notes are an integral part of these unaudited condensed
      financial statements.


4






RIDGEWOOD
      ENERGY K FUND, LLCUNAUDITED CONDENSED STATEMENTS OF CASH FLOWS(in
      thousands)Six
      months ended June 30,2008
              
              
              2007Cash
      flows from operating activitiesNet
      income
              
              $
              1,454
              
              
              $
              89Adjustments
      to reconcile net income to net cashprovided
      by operating activities:Depletion
      and amortization
              
              
              1,242
              
              
              
              818Dry-hole
      costs
              
              
              (16
              )
              
              
              (3
              )Accretion
      expense
              
              
              2
              
              
              
              2Changes
      in assets and liabilities:Decrease
      (increase) in production receivable
              
              
              128
              
              
              
              (31
              )Increase
      in other current assets
              
              
              (108
              )
              
              
              (13
              )Increase
      in due to operators
              
              
              10
              
              
              
              -Decrease
      in accrued expenses payable
              
              
              (23
              )
              
              
              (60
              )Net
      cash provided by operating activities
              
              
              2,689
              
              
              
              802Cash
      flows from investing activitiesCapital
      expenditures for oil and gas properties
              
              
              (2,405
              )
              
              
              (1,143
              )Interest
      reinvested in salvage fund
              
              
              (15
              )
              
              
              (17
              )Net
      cash used in investing activities
              
              
              (2,420
              )
              
              
              (1,160
              )Cash
      flows from financing activitiesDistributions
              
              
              (2,461
              )
              
              
              (926
              )Net
      cash used in financing activities
              
              
              (2,461
              )
              
              
              (926
              )Net
      decrease in cash and cash equivalents
              
              
              (2,192
              )
              
              
              (1,284
              )Cash
      and cash equivalents, beginning of period
              
              
              5,624
              
              
              
              8,469Cash
      and cash equivalents, end of period
              
              $
              3,432
              
              
              $
              7,185The
      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 (“LLC Agreement”) dated as of April 5, 2004 by and
among Ridgewood Energy Corporation (the “Manager”) and the shareholders of the
Fund. The Fund was organized to acquire interests in oil and natural gas
properties located in the United States offshore waters of Texas, Louisiana, and
Alabama in the Gulf of Mexico.





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 unaffiliated 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 annual financial statements
and the notes thereto for the year ended December 31, 2007 included in the
Fund’s Annual Report on Form 10-K filed with the Securities and Exchange
Commission (“SEC”).





Use
of Estimates


The
preparation of financial statements in conformity with GAAP requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities as of the date
of the financial statements and the reported amounts of 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 federally insured limits.  At June 30, 2008 and December 31,
2007, bank balances exceeded federally insured limits, inclusive of the salvage
fund, by approximately $3.3 million and $5.4 million, respectively. The Fund
maintains bank deposits with accredited financial institutions.





Salvage
Fund


Pursuant
to the Fund’s LLC Agreement, the Fund deposits in a separate interest-bearing
account, or a salvage fund, money to provide for dismantling production
platforms and facilities, plugging and abandoning the wells and removing the
platforms, facilities and wells after their useful lives, in accordance with
applicable federal and state laws and regulations.  At June 30, 2008
and December 31, 2007, the Fund had held-to-maturity investments within its
salvage fund totaling $1.1 million.  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.The held-to-maturity investment held within the salvage fund at June 30,
2008 matures in February 2012.




6




Interest
earned on the account will become part of the salvage fund.  There are
no 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 natural gas, are capitalized.  Expenditures for ongoing
repairs and maintenance of producing properties are expensed as
incurred.





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





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





As of
June 30, 2008, amounts recorded in due to operators totaling $0.2 million
related to the acquisition of oil and gas property, which were paid during the
third quarter of 2008.





Advances
to Operators for Working Interests and Expenditures


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





Asset
Retirement Obligations


For oil
and 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 projects are expensed as dry-hole costs.   The table
below presents changes in the asset retirement obligations for the six months
ended June 30, 2008 and the year ended December 31, 2007.




June
      30, 2008
              
              
              December
      31, 2007(in
      thousands)Balance
      - Beginning of period
              
              $
              81
              
              
              $
              78Liabilities
      incurred
              
              
              35
              
              
              
              30Liabilities
      settled
              
              
              -
              
              
              
              (30
              )Accretion
      expense
              
              
              2
              
              
              
              3Balance
      - End of period
              
              $
              118
              
              
              $
              81





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





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 unaffiliated broker-dealers are reflected as a reduction of
shareholders’ capital.




7




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.  At June 30, 2008 and December 31,
2007, there were no oil or gas balancing arrangements between the Fund and other
working interest owners.





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.  During the six months ended June 30, 2008 and 2007, 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.





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.




8




4.
            Unproved
      Properties - Capitalized Exploratory Well
Costs





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





As of
June 30, 2008, the Fund had two properties, Vermilion 344 and South Marsh Island
111, with capitalized expenditures in excess of one year.  Both
projects have been determined to be successful, and production facilities are
being completed, with production expected during the fourth quarter of
2008.  Capitalized costs related to Vermillion 344 at June 30, 2008
and December 31, 2007 were $0.9 million and $0.5 million,
respectively.    Capitalized costs related to South Marsh
Island 111 at June 30, 2008 and December 31, 2007 were $0.7 million and $0.4
million, respectively.  The following table reflects the net changes
in unproved properties for the six months ended June 30, 2008 and the year ended
December 31, 2007.





June
      30, 2008
              
              
              December
      31, 2007(in
      thousands)Balance
      - Beginning of the period
              
              $
              1,869
              
              
              $
              74Additions
      to capitalized exploratory well costs
                pending
      the determination of proved reserves
              
              
              807
              
              
              
              1,795Reclassification
      to proved properties based on
                the
      determination of proved reserves
              
              
              (1,093
              )
              
              
              -Capitalized
      exploratory well costs charged to
                dry-hole
      costs
              
              
              -
              
              
              
              -Balance
      - End of the period
              
              $
              1,583
              
              
              $
              1,869





Capitalized
costs are expensed as dry-hole costs in the event that reserves are not found or
are not in sufficient quantities to complete the well and develop the
field.





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.  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 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.





Distributions
to the Fund’s shareholders during the six months ended June 30, 2008 and 2007
were $2.5 million and $0.9 million, respectively.





The
Manager received no distributions for the six months ended June 30, 2008 and
2007.





6.
            Related
      Parties





The
Fund’s LLC Agreement provides that the Manager render management, administrative
and advisory services, for which the Manager received a management
fee.  Beginning on October 1, 2005 and continuing for the remaining
life of the Fund, the Manager elected to waive its management
fee.  Upon the waiver of the management fee, the Fund began recording
costs relating to services provided by the Manager for accounting and investor
relations.  Such costs totaled $20 thousand and $40 thousand for each
of the three and six months ended June 30, 2008 and 2007,
respectively.  The costs were included in general and administrative
expenses for the three and six months ended June 30, 2008 and 2007.




9




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 June 30, 2008 there were no amounts payable or
receivable.  At December 31, 2007, $7 thousand was due from the
Manager, which was included in other current assets.   The
December 31, 2007 balance was paid by the Fund during the first quarter of
2008.





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





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





7.
            Fair
      Value of Financial Instruments and
Measurements





As of
June 30, 2008 and December 31, 2007, the carrying value of cash and cash
equivalents, 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 June 30, 2008, the Fund had committed to spend
an additional $0.6 million relating to the properties.





Environmental
Considerations


The
exploration for and development of oil and natural gas involves the extraction,
production and transportation of materials which, under certain conditions, can
be hazardous or cause environmental pollution problems. The Manager and the
Operators are continually taking action they believe appropriate to satisfy
applicable federal, state and local environmental regulations and do not
currently anticipate that compliance with federal, state and local environmental
regulations will have a material adverse effect upon capital expenditures,
results of operations or the competitive position of the Fund in the oil and
natural gas industry.  However, due to the significant public and
governmental interest in environmental matters related to those activities, the
Manager cannot predict the effects of possible future legislation, rule changes,
or governmental or private claims.  At June 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 natural gas. Insurance coverage as is customary for entities engaged in
similar operations is maintained, but losses may occur from uninsurable risks or
amounts in excess of existing insurance coverage. The occurrence of an event
which is not insured or not fully insured could have an adverse impact upon
earnings and financial position.  Moreover, insurance is obtained as a
package covering all of the Manager’s investment programs.  Claims
made by other such programs can reduce or eliminate insurance for the
Fund.




Suspension
of MMS Royalty Relief




Under
Mineral Management Services (“MMS”) rules, the Fund is eligible for annual
royalty relief provided that the average New York Mercantile Exchange
(“NYMEX”) sales price for shallow water, deep natural gas (“Average NYMEX
Price”) does not exceed price thresholds established by the MMS, which will be
published during the first quarter of 2009.  The Average NYMEX Price
during the six months ended June 30, 2008 was $10.10.  Based upon
current estimations of the 2008 price threshold by the MMS, in the event the
Average NYMEX Price exceeds $10.68 for the second half of 2008, royalty relief
would be suspended and the Fund would be obligated to pay its previously
relieved MMS royalties.  In addition, the Fund’s future reserve
estimates report for natural gas would be reduced by 16.67%.  The
reduction in revenues resulting from an obligation to pay these royalties and
subsequent reduction of proved reserves could have a material adverse effect on
the Fund’s results of operations.  If the Average NYMEX Price is below
the threshold established by the MMS, the Fund would not have an obligation to
pay royalties for those properties which qualify for royalty relief and the
reserve balances would not be reduced.  With regard to the shallow
water, deep natural gas properties, there was no reduction in reserves for
potential future royalties as of December 31, 2007 as a result of the
average 2007 NYMEX price for gas being below the price threshold.




The
Fund’s natural gas revenues for the six months ended June 30, 2008 would be
reduced by $0.1 million if the 2008 annual Average NYMEX Price ultimately
exceeds the price threshold established by the MMS.  At June 30, 2008,
the Fund has not recorded a liability associated with this contingency, based
upon the Manager’s assessment of its probability; however, the Fund has prepaid
the MMS this amount, which is included in other current assets, to avoid the
incurrence of potential interest charges.





10




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





Critical
Accounting Policies and Estimates





The
following discussion and analysis of the Fund’s financial condition and
operating results is based on 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 on Form 10-Q for a presentation of the Fund’s
significant accounting policies.   No changes have been made to
the Fund’s critical accounting policies and estimates disclosed in its 2007
Annual Report on Form 10-K.





Overview
of the Fund’s Business





The Fund
is a Delaware limited liability company formed on March 1, 2004 to acquire
interests primarily in oil and natural gas projects located in the U.S. waters
of the Gulf of Mexico. Ridgewood Energy Corporation (“Ridgewood Energy” or the
“Manager”) a Delaware corporation, is the Manager. As the Manager, Ridgewood
Energy has direct and exclusive control over the management and control of Fund
operations. The Fund is an independent oil and natural gas producer. The
Fund’s primary investment objective is to generate cash flow for distribution to
the Fund’s shareholders through participation in oil and natural gas exploration
and development projects in the Gulf of Mexico.





The
Manager performs certain duties on the Fund’s behalf including the evaluation of
potential projects for investment and ongoing management, administrative and
advisory services associated with these projects. 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.





Business
Update





The Fund
owns working interests and has participated in the drilling of fifteen wells,
seven of which were determined to be dry-holes, and eight that have been
determined to be successful.




11




Successful
Projects


LLOG
Projects


In
October 2006, the Fund acquired a 3.75% working interest in each of six
exploratory wells to be drilled by LLOG Exploration Company (“LLOG”) off the
coast of Louisiana.  Of the six wells, the Fund elected not to proceed
with one well and one well was determined to be a dry hole.





The
remaining four LLOG wells as detailed below have been determined to be
successful and completion efforts are ongoing for two wells.  The
total budget for these projects is approximately $3.4 million, of which $2.8
million has been spent at June 30, 2008.





South Marsh Island 111
            Discovery July 2007; Production
              expected November 2008Vermilion 344
            Discovery January 2007; Production
              expected October 2008West Delta 68
            Discovery March 2007; Production
              commenced July 2008West Delta 67
            Discovery November 2007; Production
              commenced July 2008





East
Cameron 299 / West Cameron 556
 In 2005,
the Fund acquired from Millennium Offshore Group ("MOGI") a 10% working interest
in the East Cameron 299 field ("EC299"), of which the C-10 well was already
proven, the C-11 well was drilling and the C-12 well was
to be drilled for $15 million. At the same time the Fund also acquired from MOGI
a 20% working interest in West
Cameron 556 ("WC556"). During 2005, MOGI sold its interests in the EC299 and
WC556 properties and the wells
are now operated by ATP Oil and Gas Corporation ("ATP"). The C-12 well was
drilled and was determined to be dry in May 2005. The EC299 C-11 well is
currently shut-in with plans for a workover, at an estimated
cost of $0.2 million, and is awaiting availability of a rig. The Fund will
perform maintenance work on the C-10 well
once the C-11 work is complete. The estimated costs associated with the C-10
maintenance work have not been
determined.
  Production
rates continue to decline on the EC299 C-10 well. To date, the Fund has recorded
impairments of $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 and six months ended June 30, 2008.


West
Cameron 76 A-1


On
October 15, 2007, the Fund acquired an 8.43% working interest in a workover on
the West Cameron 76 A-1 well, which began producing in October
2007.  The Fund has spent $2.0 million through June 30, 2008 on West
Cameron 76 A-1.





Results
of Operations





The
following review of operations for the three and six months ended June 30, 2008
and 2007 should be read in conjunction with the Fund’s financial statements and
the notes thereto.




12




Three
      months ended June 30,
                
                
                Six
      months ended June 30,2008
                
                
                2007
                
                
                2008
                
                
                2007(in
      thousands)RevenueOil
      and gas revenue
                
                $
                1,477
                
                
                $
                492
                
                
                $
                3,004
                
                
                $
                1,057ExpensesDepletion
      and amortization
                
                
                558
                
                
                
                375
                
                
                
                1,242
                
                
                
                818Operating
      expenses
                
                
                88
                
                
                
                64
                
                
                
                245
                
                
                
                167General
      and administrative expenses
                
                
                70
                
                
                
                97
                
                
                
                150
                
                
                
                199Total
      expenses
                
                
                716
                
                
                
                536
                
                
                
                1,637
                
                
                
                1,184Income
      (loss) from operations
                
                
                761
                
                
                
                (44
                )
                
                
                1,367
                
                
                
                (127
                )Other
      incomeInterest
      income
                
                
                35
                
                
                
                109
                
                
                
                87
                
                
                
                216Net
      income
                
                $
                796
                
                
                $
                65
                
                
                $
                1,454
                
                
                $
                89


Oil and Gas
Revenue.During the three months
ended June 30, 2008, the Fund had three producing wells, East Cameron 299, West
Cameron 556, and West Cameron 76 A-1, which came onto production September 2004,
September 2005 and October 2007, respectively.  Oil and gas revenue
for the three months ended June 30, 2008 was $1.5 million, a $1.0 million
increase from the three months ended June 30, 2007.   The
increase is attributable to an increase in production and sales volumes totaling
$0.5 million, coupled with the impact of increased average prices totaling $0.5
million.





The
Fund’s wells produced approximately 1 thousand barrels of oil during the three
months ended June 30, 2008.  During the three months ended June 30,
2007, oil production was approximately 2 thousand barrels.  The Fund’s
oil prices averaged approximately $124 per barrel during the three months
ended June 30, 2008 compared to $66 per barrel during the three months ended
June 30, 2007.





Natural
gas production during the three months ended June 30, 2008 was approximately 112
thousand mcf compared to 51 thousand mcf, during the three months ended June 30,
2007.    During the three months ended June 30, 2008, the
Fund’s natural gas prices averaged $11.98 per mcf compared to approximately
$8.17 per mcf during the three months ended June 30, 2007.





Oil and
gas revenue for the six months ended June 30, 2008 was $3.0 million, a $1.9
million increase from the six months ended June 30, 2007.   The
increase is attributable to an increase in production and sales volumes totaling
$1.1 million and the impact of increased average prices totaling $0.8
million





The
Fund’s wells produced approximately 3 thousand barrels of oil during the six
months ended June 30, 2008.  During the six months ended June 30,
2007, oil production was approximately 3 thousand barrels.  The Fund’s
oil prices averaged approximately $109 per barrel during the six months ended
June 30, 2008 compared to $63 per barrel during the three months ended June 30,
2007.





Natural
gas production during the six months ended June 30, 2008 was approximately 254
thousand mcf compared to 113 thousand mcf, during the six months ended June 30,
2007.    During the six months ended June 30, 2008, the
Fund’s natural gas prices averaged $10.56 per mcf compared to approximately
$7.90 per mcf during the six months ended June 30, 2007.





The
increase in sales volumes for both the three and six months ended June 30, 2008
was attributable to the onset of production of West Cameron 76 A-1 and an
increase in production at West Cameron 556, partially offset by the reduced
production of East Cameron 299 .





13





Depletion and
Amortization.  Depletion and amortization for the three and six
months ended June 30, 2008 was $0.6 million and $1.2 million, respectively, an
increase of $0.2 million and $0.4 million from the three and six months ended
June 30, 2007, respectively.  The increase is the result of an
increase in gas production  partially offset by a decrease in oil
production for the East Cameron 299/West Cameron 556
field.    The West Cameron 76A-1 well, which began
production during the fourth quarter of 2007 also contributed to the
increase.





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.    For the three and six months ended June 30,
2008 and 2007, operating expenses were $0.1 million and $0.2 million, and $0.1
million and $0.2 million, respectively.  The increase is attributable
to an increase in the East Cameron 299/West Cameron 556 field and the onset of
production of the West Cameron 76 A-1 well in the fourth quarter of
2007.





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





Three
      months ended June 30,
              
              
              Six
      months ended June 30,2008
              
              
              2007
              
              
              2008
              
              
              2007(in
      thousands)Accounting
      fees
              
              $
              40
              
              
              $
              43
              
              
              $
              88
              
              
              $
              94Insurance
              
              
              8
              
              
              
              33
              
              
              
              20
              
              
              
              63Management
      reimbursement and other
              
              
              22
              
              
              
              21
              
              
              
              42
              
              
              
              42$
              70
              
              
              $
              97
              
              
              $
              150
              
              
              $
              199




Accounting
fees represent annual audit and tax preparation fees, quarterly reviews and
filing fees of the Fund.  Insurance expense represents premiums
related to well control insurance, which varies dependent upon drilling
activity, and directors and officers liability policy, which is allocated by the
Manager to the Fund based on capital raised by the Fund to total capital raised
by all oil and natural gas funds managed by the Manager. Management
reimbursement and other expenses principally relates to a reimbursement to the
Manager by the Fund for various administrative costs incurred by the Manager on
the Funds behalf.





Interest
Income.  Interest income is comprised of interest earned on
cash and cash equivalents.   For the three months ended June 30,
2008 interest income was $35 thousand, a $74 thousand decrease from $109
thousand for the three months ended June 30, 2007.




Interest
income for the six months ended June 30, 2008 and 2007 was $0.1 million and $0.2
million, respectively, a decrease of $0.1 million.  The decreases are
attributable to decreases in average outstanding balances earning interest due
to ongoing capital expenditures coupled with a reduction in interest
rates during the three and six months ended June 30, 2008 compared to the same
period in 2007.





14




Capital
Resources and Liquidity





Operating
Cash Flows


Cash
flows provided by operating activities for the six months ended June 30, 2008
were $2.7 million primarily related to revenue receipts of $3.1 million and
interest income received of $0.1 million  partially offset by
operating expenses of $0.3 million and general and administrative expenses of
$0.2 million.





Cash
flows provided by operating activities for the six months ended June 30, 2007
were $0.8 million primarily related to revenue receipts of $1.0 million and
interest income received of $0.2 million, partially offset by operating expenses
of $0.2 million and general and administrative expenses of $0.2 million
each.





Investing
Cash Flows


Cash
flows used in investing activities for the six months ended June 30, 2008 were
$2.4 million primarily related to capital expenditures for oil and gas
properties.  In the six months ended June 30, 2008, the Fund increased
its salvage fund investments by $15 thousand, which consisted of the interest
earned on this fund.





Cash
flows used in investing activities for the six months ended June 30, 2007 were
$1.2 million primarily related to capital expenditures for oil and gas
properties.  In the six months ended June 30, 2007, the Fund increased
its salvage fund investments by $17 thousand, which consisted of the interest
earned on this account.





Financing
Cash Flows


Cash
flows used in financing activities for the six months ended June 30, 2008 were
$2.5 million related to distributions to shareholders.





Cash
flows used in financing activities for the six months ended June 30, 2007 were
$0.9 million related to distributions to shareholders.





Estimated
Capital Expenditures





The Fund
has entered into multiple offshore operating agreements for the drilling and
development of its investment properties.  The estimated capital
expenditures associated with these agreements can vary depending on the stage of
development on a property-by-property basis.  As of June 30, 2008, the
Fund had commitments related to participation agreements totaling $0.6 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 and infrastructure
anticipated. If an 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
capital expenditures, with existing cash on-hand and income earned from and cash
and cash equivalents.





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





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




15




Suspension
of MMS Royalty Relief




Under
Mineral Management Services (“MMS”) rules, the Fund is eligible for annual
royalty relief provided that the average New York Mercantile Exchange
(“NYMEX”) sales price for shallow water, deep natural gas (“Average NYMEX
Price”) does not exceed price thresholds established by the MMS, which will be
published during the first quarter of 2009.  The Average NYMEX Price
during the six months ended June 30, 2008 was $10.10.  Based upon
current estimations of the 2008 price threshold by the MMS, in the event the
Average NYMEX Price exceeds $10.68 for the second half of 2008, royalty relief
would be suspended and the Fund would be obligated to pay its previously
relieved MMS royalties.  In addition, the Fund’s future reserve
estimates report for natural gas would be reduced by 16.67%.  The
reduction in revenues resulting from an obligation to pay these royalties and
subsequent reduction of proved reserves could have a material adverse effect on
the Fund’s results of operations.  If the Average NYMEX Price is below
the threshold established by the MMS, the Fund would not have an obligation to
pay royalties for those properties which qualify for royalty relief and the
reserve balances would not be reduced.  With regard to the shallow
water, deep natural gas properties, there was no reduction in reserves for
potential future royalties as of December 31, 2007 as a result of the
average 2007 NYMEX price for gas being below the price threshold.





The
Fund’s natural gas revenues for the six months ended June 30, 2008 would be
reduced by $0.1 million if the 2008 annual Average NYMEX Price ultimately
exceeds the price threshold established by the MMS.  At June 30, 2008,
the Fund has not recorded a liability associated with this contingency, based
upon the Manager’s assessment of its probability; however, the Fund has prepaid
the MMS this amount to avoid the incurrence of potential interest
charges.





Off-Balance
Sheet Arrangements





The Fund
had no off-balance sheet arrangements as of June 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 June 30, 2008
and December 31, 2007 other than those discussed in “Estimated Capital
Expenditures” above.





ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





Not
required.





ITEM 4.  CONTROLS AND PROCEDURES





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




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





16




PART II.  OTHER INFORMATION





ITEM 1. LEGAL PROCEEDINGS





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





ITEM
1A. RISK FACTORS





Not
required.





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





None.





ITEM 3.  DEFAULTS UPON SENIOR SECURITIES





None.





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





None.





ITEM 5. OTHER INFORMATION





None.





ITEM 6. EXHIBITS





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.
 17




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:
              August
      1, 2008
              
              
              
              RIDGEWOOD
      ENERGY K FUND, LLCBy:
              /s/
              
              ROBERT
      E. SWANSONName:
              
              Robert
      E. SwansonTitle:
              
              President
      and Chief Executive Officer(Principal
      Executive Officer)Dated:
              August
      1, 2008By:
              /s/
              
              KATHLEEN
      P. MCSHERRYName:
              
              Kathleen
      P. McSherryTitle:
              
              Executive
      Vice President and Chief Financial Officer(Principal
      Financial and Accounting Officer)








18