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 March 31, 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  o  No ý


There is
no market for the shares. As of May 14, 2008 there are 480.7046 shares
outstanding.








1


Table
      of ContentsPart I - FINANCIAL INFORMATION
              
              PageItem 1.   Financial
      Statements:Unaudited Condensed Balance Sheets as of  March
      31, 2008 and December 31, 2007
              
              3Unaudited
      Condensed Statements of Operations for the three months
      endedMarch
      31, 2008 and 2007
              
              4Unaudited
      Condensed Statements of Cash Flows for the three months
      endedMarch
      31, 2008 and 2007
              
              5Notes to Unaudited Condensed Financial
      Statements
              
              6Item 2.    Management's Discussion and Analysis
      of Financial Condition and Results of Operations
              
              12Item 3.    Quantitative and Qualitative
      Disclosures about Market Risk
              
              16Item 4.    Controls and
      Procedures
              
              16Part II - OTHER INFORMATIONItem 1.     Legal
      Proceedings
              
              16Item 1A.  Risk Factors
              
              16Item 2.     Unregistered  Sales
      of Equity Securities and Use of Proceeds
              
              16Item 3.     Defaults Upon Senior
      Securities
              
              16Item 4.     Submissions of Matters to a
      Vote of Security Holders
              
              16Item 5.     Other
      Information
              
              16Item 6.     Exhibits
              
              16SIGNATURES
              
              18
  2
  Part I - Financial InformationItem
      1.  Financial StatementsRIDGEWOOD ENERGY K FUND, LLCUNAUDITED
      CONDENSED BALANCE SHEETS(in
      thousands, except share data)
  March
      31, 2008
                
                
                December
      31, 2007ASSETSCurrent
      assets:Cash
      and cash equivalents
                
                $
                4,149
                
                
                $
                5,624Production
      receivable
                
                
                718
                
                
                
                595Other
      current assets
                
                
                41
                
                
                
                50Total
      current assets
                
                
                4,908
                
                
                
                6,269Salvage
      fund
                
                
                1,142
                
                
                
                1,133Oil
      and gas properties:Unproved
      properties
                
                
                1,172
                
                
                
                1,869Proved
      properties
                
                
                20,663
                
                
                
                19,247Less:  accumulated
      depletion and amortization
                
                
                (10,662
                )
                
                
                (9,978
                )Total
      oil and gas properties, net
                
                
                11,173
                
                
                
                11,138Total
      assets
                
                $
                17,223
                
                
                $
                18,540LIABILITIES
      AND MEMBERS' CAPITALCurrent
      liabilities:Due
      to operators
                
                $
                370
                
                
                $
                1,291Accrued
      expenses payable
                
                
                52
                
                
                
                69Total
      current liabilities
                
                
                422
                
                
                
                1,360Asset
      retirement obligations
                
                
                116
                
                
                
                81Total
      liabilities
                
                
                538
                
                
                
                1,441Commitments
      and contingencies (Note 8)Members'
      capital:Manager:Distributions
                
                
                (290
                )
                
                
                (290
                )Retained
      earnings
                
                
                592
                
                
                
                404Manager's
      total
                
                
                302
                
                
                
                114Shareholders:Capital
      contributions (534 shares authorized;
                  480.7046
      issued and outstanding)
                
                
                70,860
                
                
                
                70,860Syndication
      costs
                
                
                (7,775
                )
                
                
                (7,775
                )Distributions
                
                
                (7,146
                )
                
                
                (6,074
                )Accumulated
      deficit
                
                
                (39,556
                )
                
                
                (40,026
                )Shareholders'
      total
                
                
                16,383
                
                
                
                16,985Total
      members' capital
                
                
                16,685
                
                
                
                17,099Total
      liabilities and members' capital
                
                $
                17,223
                
                
                $
                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 March 31,2008
              
              
              2007RevenueOil
      and gas revenue
              
              $
              1,527
              
              
              $
              565ExpensesDepletion
      and amortization
              
              
              684
              
              
              
              443Dry-hole
      costs
              
              
              6
              
              
              
              2Operating
      expenses
              
              
              151
              
              
              
              101General
      and administrative expenses
              
              
              80
              
              
              
              102Total
      expenses
              
              
              921
              
              
              
              648Income
      (loss) from operations
              
              
              606
              
              
              
              (83
              )Other
      incomeInterest
      income
              
              
              52
              
              
              
              107Net
      income
              
              $
              658
              
              
              $
              24Manager
      interestNet
      income
              
              $
              188
              
              
              $
              51Shareholder
      interestNet
      income (loss)
              
              $
              470
              
              
              $
              (27
              )Net
      income (loss) per share
              
              $
              978
              
              
              $
              (57
              )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)Three
      months ended March 31,2008
              
              
              2007Cash
      flows from operating activitiesNet
      income
              
              $
              658
              
              
              $
              24Adjustments
      to reconcile net income to net cashprovided
      by operating activities:Depletion
      and amortization
              
              
              684
              
              
              
              443Dry-hole
      costs
              
              
              6
              
              
              
              2Operating
      expenses
              
              
              1
              
              
              
              1Changes
      in assets and liabilities:Increase
      in production receivable
              
              
              (123
              )
              
              
              (16
              )Decrease
      (increase) in other current assets
              
              
              9
              
              
              
              (20
              )Increase
      in due to affiliates
              
              
              -
              
              
              
              20Increase
      in due to operators
              
              
              38
              
              
              
              19Decrease
      in accrued expenses payable
              
              
              (17
              )
              
              
              (46
              )Net
      cash provided by operating activities
              
              
              1,256
              
              
              
              427Cash
      flows from investing activitiesCapital
      expenditures for oil and gas properties
              
              
              (1,650
              )
              
              
              (732
              )Salvage
      fund investments
              
              
              (9
              )
              
              
              (9
              )Net
      cash used in investing activities
              
              
              (1,659
              )
              
              
              (741
              )Cash
      flows from financing activitiesDistributions
              
              
              (1,072
              )
              
              
              (541
              )Net
      cash used in financing activities
              
              
              (1,072
              )
              
              
              (541
              )Net
      decrease in cash and cash equivalents
              
              
              (1,475
              )
              
              
              (855
              )Cash
      and cash equivalents, beginning of period
              
              
              5,624
              
              
              
              8,469Cash
      and cash equivalents, end of period
              
              $
              4,149
              
              
              $
              7,614The
      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, 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
Manager performs, or arranges for the performance of, the management and
administrative services required for Fund operations. Such services include,
without limitation, the administration of shareholder accounts, shareholder
relations and the preparation, review and dissemination of tax and other
financial information.  In addition, the Manager provides office
space, equipment and facilities and other services necessary for Fund
operations.  The Manager also engages and manages the contractual
relations with outside custodians, depositories, accountants, attorneys,
broker-dealers, corporate fiduciaries, insurers, banks and others as required.
See Notes 2, 6 and 8.





2.
            Summary
      of Significant Accounting Policies





Basis
of Presentation


These
unaudited interim condensed financial statements have been prepared by the
Fund’s management, in accordance with accounting principles generally accepted
in the United States of America (“GAAP”) and in the opinion of management,
contain all adjustments (consisting of only normal recurring adjustments)
necessary to present fairly the Fund’s financial position, results of operations
and cash flows for the periods presented.  Certain information and
note disclosures normally included in annual financial statements prepared in
accordance with GAAP have been omitted in these unaudited interim condensed
financial statements.  The results of operations, financial position,
and cash flows for the periods presented herein are not necessarily indicative
of future financial results. These unaudited interim condensed financial
statements should be read in conjunction with the 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 (“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 March 31, 2008 and December
31, 2007, bank balances exceeded federally insured limits, inclusive of salvage
funds, by approximately $4.1 million and $5.4 million, respectively. The Fund
maintains bank deposits with accredited financial institutions.





Investments
in Marketable Securities


At times
the Fund may purchase short-term investments comprised of US Treasury Bills and
Notes with maturities greater than three months that 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 fair value.  Interest income is accrued as
earned.  At March 31, 2008, the Fund owned held-to-maturity
investments, within the salvage fund totaling $1.1 million, which will mature in
February 2012.





6




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.





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





Oil
and 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, 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 natural gas properties are depleted by
the unit-of-production method.





As of
March 31, 2008, amounts recorded in due to operators totaling $0.3 million
related to the acquisition of oil and natural gas property, which was paid
during the second 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 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 recorded. Plug and abandonment costs associated
with unsuccessful properties are expensed as dry-hole
costs.   The table below presents changes for the three months
ended March 31, 2008 and the year ended December 31, 2007.








7




March
      31, 2008
              
              
              December
      31, 2007(in
      thousands)Balance
      - Beginning of period
              
              $
              81
              
              
              $
              78Liabilities
      incurred
              
              
              34
              
              
              
              30Liabilities
      settled
              
              
              -
              
              
              
              (30
              )Accretion
      expense
              
              
              1
              
              
              
              3Balance
      - End of period
              
              $
              116
              
              
              $
              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 outside brokers are reflected as a reduction of shareholders’
capital.





Revenue
Recognition and Production Receivable


Oil and
natural gas sales are recognized and a production receivable is recorded 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).





The
volume of oil and natural gas sold on the Fund’s behalf may differ from the
volume of oil and natural gas 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,
2008 and December 31, 2007, there were no material oil or natural 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 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 March 31, 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 corporation, 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.




8




3.
            Recent
      Accounting Standards




In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” (“SFAS
No.157”), which applies under most other accounting pronouncements that require
or permit fair value measurements. SFAS No. 157 provides a common definition of
fair value as the price that would be received to sell an asset or paid to
transfer a liability in a transaction between market participants. The new
standard also provides guidance on the methods used to measure fair value and
requires expanded disclosures related to fair value
measurements.  SFAS No. 157 had originally been effective for
financial statements issued for fiscal years beginning after November 15, 2007,
however the FASB has agreed on a one year deferral for all non-financial assets
and liabilities.   On January 1, 2008, the Fund adopted SFAS 157
for financial assets and liabilities.  See Note 7 for related
disclosure.





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.





The
following table reflects the net changes in unproved properties for the three
months ended March 31, 2008 and the year ended December 31, 2007.  The
Fund had one property, Vermilion 344, with capitalized costs greater than one
year.  Capitalized costs related to this project at March 31, 2008 and
December 31, 2007 were $0.6 million and $0.5 million,
respectively.  This project has been deemed a success, and production
facilities are being completed, with production expected during the second
quarter of 2008.




March
      31, 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
              
              
              396
              
              
              
              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
              
              $
              1,172
              
              
              $
              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.  Dry-hole costs are detailed in the table below.




Three
      months ended March 31,Lease
      Block
              
              2008
              
              
              2007(in
      thousands)Mobile
      946
              
              $
              3
              
              
              $
              2Ship
      Shoal 81 #1
              
              
              3
              
              
              
              -$
              6
              
              
              $
              2




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. Prior to March 1, 2006, such
distributions would be allocated 85% to the shareholders and 15% to the Manager,
as defined in the Fund's LLC 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.





9




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





The
shareholders received distributions of $1.1 million and $0.5 million for the
three months ended March 31, 2008 and 2007, respectively.





The
Manager received no distributions for the three months ended March 31, 2008 and
2007.





6.
            Related
      Parties





The LLC
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. 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, which were included in general and administrative
expenses for the three months ended March 31, 2008 and 2007.





From time
to time, short-term payables and receivables, which do not bear interest, arise
from transactions with affiliates in the ordinary course of business. At
March 31, 2008 there were no amounts due to or from the Manager.  At
December 31, 2007, $7 thousand 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
March 31, 2008 and December 31, 2007, the carrying value of cash and cash
equivalents, salvage fund, production receivable and accrued expenses
approximate fair value.





In
accordance with SFAS 157, the Fund’s available-for-sale investments are measured
utilizing Level 1 inputs, which are quoted prices in active
markets.





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 March 31, 2008, the Fund had committed to
spend an additional $0.1 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 March 31, 2008 and December 31,
2007, there were no known environmental contingencies that required the Fund to
record a liability.




10




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.








11


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 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.




12




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 have been determined to be successful, are undergoing
completion, and production is expected during the second and third quarters of
2008.  The total budget for these projects is approximately $3.3
million, of which $2.3 million has been spent at March 31, 2008.





EC299
/ WC556


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.  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 EC299 C-11 well
is currently shut-in with plans for a workover.  The C-12 well was
drilled and was determined to be dry in May 2005.





Production
rates continue to decline on the EC299 C-10 and West Cameron 556
projects.    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 months ended March 31, 2008.





WC
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 $1.9 million through March 31, 2008 on West
Cameron 76 A-1.





Results
of Operations





The
following review of operations for the three months ended March 31, 2008 and
2007 should be read in conjunction with the Fund’s financial statements and the
notes thereto.




Three
      months ended March 31,2008
              
              
              2007(in
      thousands)RevenueOil
      and gas revenue
              
              $
              1,527
              
              
              $
              565ExpensesDepletion
      and amortization
              
              
              684
              
              
              
              443Dry-hole
      costs
              
              
              6
              
              
              
              2Operating
      expenses
              
              
              151
              
              
              
              101General
      and administrative expenses
              
              
              80
              
              
              
              102Total
      expenses
              
              
              921
              
              
              
              648Income
      (loss) from operations
              
              
              606
              
              
              
              (83
              )Other
      incomeInterest
      income
              
              
              52
              
              
              
              107Net
      income
              
              $
              658
              
              
              $
              24


Oil and
GasRevenue.During the three months
ended March 31, 2008, the Fund had three producing wells, West Cameron 556, East
Cameron 229 and West Cameron 76 A-1.  Oil and gas revenue for the
three months ended March 31, 2008 was $1.5 million, a $1.0 million increase from
the three months ended March 31, 2007. The increase in revenues is a
combination of increased production volumes and increasing oil and natural gas
prices.





Oil
prices during the first quarter of 2008 averaged approximately $99 per barrel as
compared to $58 per barrel for the first quarter of 2007. Oil production
increased from approximately 1,100 barrels in 2007 to 1,670 barrels in
2008.





13




Natural
gas production during the three months ended March 31, 2008 was approximately
144 thousand mcf compared to 63 thousand mcf, during the three months
ended March 31, 2007.    During the three months ended March
31, 2008, natural gas prices averaged approximately $9.44 per mcf compared to
approximately $7.81 per mcf during the three months ended March 31, 2007. The
addition of the West Cameron 76A-1 well, which came on production in the fourth
quarter of 2007, contributed to the increase.





Depletion and
amortization.  Depletion and amortization for the three months
ended March 31, 2008 was $0.7 million, an increase of $0.3 million from the
three months ended March 31, 2007.  This increase in 2008 is the
result of increased production volumes in 2008 compared to 2007 and the addition
of West Cameron 76A-1 well, which began production during the last quarter of
2007.





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.




Three
      months ended March 31,Lease
      Block
              
              2008
              
              
              2007(in
      thousands)Mobile
      946
              
              $
              3
              
              
              $
              2Ship
      Shoal 81 #1
              
              
              3
              
              
              
              -$
              6
              
              
              $
              2


Operating
expenses.  Operating expenses represent the cost of operating
and maintaining wells and related facilities, geological costs and accretion
expense.  For the three months ended March 31, 2008 and 2007,
operating expenses were $0.2 million and $0.1 million,
respectively.  The increase is attributable to the onset of production
of the West Cameron 76 A-1 well in late 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 March 31,2008
              
              
              2007(in
      thousands)Accounting
      and legal fees
              
              $
              48
              
              
              $
              51Insurance
              
              
              12
              
              
              
              30Management
      reimbursement and other
              
              
              20
              
              
              
              21$
              80
              
              
              $
              102






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, 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,
relate to a reimbursement to the Manager by the Fund for various administrative
costs incurred by the Manager on the Funds behalf, in addition to trust
fees.





Interest
Income.  Interest income for the three months ended March 31,
2008 and 2007 was approximately $52 thousand and $0.1 million,
respectively.





Capital Resources and Liquidity





Operating
Cash Flows


Cash
flows provided by operating activities for the three months ended March 31, 2008
were $1.3 million primarily related to revenue receipts of $1.4 million,
interest income received of $0.1 million and favorable working capital of $0.1
million, partially offset by operating expenses of $0.2 million and general and
administrative expenses of $0.1 million.




14




Cash
flows provided by operating activities for the three months ended March 31, 2007
were $0.4 million primarily related to revenue receipts of $0.5 million and
interest income received of $0.1 million, partially offset by operating expenses
of $0.1 million and general and administrative expenses of $0.1
million.




Investing
Cash Flows


Cash
flows used in investing activities for the three months ended March 31, 2008
were $1.7 million primarily related to capital expenditures for oil and gas
properties.





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





Financing
Cash Flows


Cash
flows used in financing activities for the three months ended March 31, 2008
were $1.1 million related to distributions to shareholders.





Cash
flows used in financing activities for the three months ended March 31, 2007
were $0.5 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 March 31, 2008,
the Fund had commitments related to authorizations for expenditures totaling
$0.1 million for properties.   If the properties were to be
successful, the Fund would make additional expenditures totaling $1.4 million
related to the completion of these properties.





Liquidity
Needs





The
Fund’s primary short-term liquidity needs are to fund its 2008 operations and
capital expenditures with existing cash on-hand and income earned from its
short-term investments 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.





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.




Off-Balance
Sheet Arrangements





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





15




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, 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 March 31,
2008.




There has
been no change in the Fund’s  internal control over financial
reporting that occurred during the three months ended March 31, 2008 that has
materially affected, or is reasonably likely to materially affect, the Fund’s
internal control over financial reporting.





Part II.  OTHER INFORMATION





ITEM 1. LEGAL PROCEEDINGS





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




16


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:
            May
      14, 2008
            
            
            
            RIDGEWOOD
      ENERGY K FUND, LLCBy:
            /s/
            
            ROBERT
      E. SWANSONName:
            
            Robert
      E. SwansonTitle:
            
            President
      and Chief Executive Officer(Principal
      Executive Officer)Dated:
            May
      14, 2008By:
            /s/
            
            KATHLEEN
      P. MCSHERRYName:
            
            Kathleen
      P. McSherryTitle:
            
            Executive
      Vice President and Chief Financial Officer(Principal
      Financial and Accounting Officer)







18