UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   FORM 10-Q/A
                                 Amendment No. 2


|X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
          For the quarterly period ended June 30, 2005

                                       or


|_|  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from ____________________to____________________


                        Commission File Number 000-51266

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


                 Delaware                             68-0580588
     (State or other jurisdiction of               (I.R.S. Employer
      incorporation or organization)              Identification No.)


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


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


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



Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
   Large accelerated filer |_| Accelerated filer |_| Non-accelerated filer |X|


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


     As of February 20, 2007 there were 480.7046 shares of membership interest
of the registrant outstanding.


<PAGE>


Explanatory Paragraph

This Amendment No. 2 on Form 10-Q/A (the "Form 10-Q/A") to the Ridgewood Energy
K Fund, LLC (the "Fund") Form 10-Q (the "Original Filing") originally filed with
the Securities and Exchange Commission (the "SEC") on August 16, 2005, is a
result of the restatement of our financial statements as of and for the three
and six months ended June 30, 2005.

We are restating our previously reported financial information for these periods
to correct for the following: (1) reclassification of advances to operators for
working interest and expenditures account from unproved properties, (2)
misclassifications of dry-hole cost expenses, unproved properties, and insurance
expense, (3) reclassification of the salvage fund from cash and cash
equivalents, (4) accruals for dry-hole costs, property, oil and gas revenue,
insurance expense, and lease operating expenses, (5) erroneous calculations of
depletion and amortization, and (6) recording of asset retirement obligations
and related accretion expense.


This Form 10-Q/A also reflects the effects of restatements to prior periods. The
restatements are described in more detail in Note 9 to the Unaudited Condensed
Financial Statements included elsewhere in this report.

This amendment only amends and restates the Original Filing solely as a result
of, and to reflect, the restatement, and no other information in the Original
Filing is amended hereby except for the Business Update included in Item 2.,
which reflects the current status of each project.


                                       2

<PAGE>

                                Table of Contents
<TABLE>
<S>                                                                                                            <C>
Part I - FINANCIAL INFORMATION                                                                               Page

   Item 1.  Financial Statements (Unaudited):
     Condensed Balance Sheets as of June 30, 2005 (restated) and December 31, 2004                             4
     Condensed Statements of Operations for the three months ended June 30, 2005 (restated) and 2004,
        for the six months ended June 30, 2005 (restated) and for the period March 1, 2004 (Inception)
        through June 30, 2004.                                                                                 5
     Condensed Statements of Cash Flows for the six months ended June 30, 2005 (restated) and for
        the period March 1, 2004 (Inception) through June 30, 2004                                             6
     Notes to Unaudited Condensed Financial Statements                                                         7
   Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations             21
   Item 3.  Quantitative and Qualitative Disclosures About Market Risk                                        28
   Item 4.  Controls and Procedures                                                                           28

Part II - OTHER INFORMATION

   Item 6.  Exhibits                                                                                          31

   SIGNATURES                                                                                                 32

</TABLE>




                                       3
<PAGE>

                          RIDGEWOOD ENERGY K FUND, LLC
                            CONDENSED BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                         June 30, 2005       December 31, 2004
                                                                         -------------       -----------------
                                                                          (Restated -
                                                                          see note 9)
<S>                                                                      <C>                  <C>
                                     ASSETS
Current assets:
  Cash and cash equivalents                                              $  9,973,312         $ 17,856,965
  Production receivable                                                       567,655              320,099
  Due from affiliate (Note 6)                                                 789,868                    -
  Prepaid expenses                                                              4,440               31,081
                                                                         ------------         ------------
     Total current assets                                                  11,335,275           18,208,145
                                                                         ------------         ------------
Salvage fund                                                                1,019,556            1,004,754
                                                                         ------------         ------------
Oil and gas properties
  Advances to operators for working interests and expenditures              3,338,948            9,201,357
  Proved properties                                                        18,174,605            7,897,318
  Unproved properties                                                       6,968,055            8,264,475
  Less:  accumulated depletion and amortization - proved properties        (2,324,955)            (719,625)
                                                                         ------------         ------------
     Total oil and gas properties, net                                     26,156,653           24,643,525
                                                                         ------------         ------------
     Total assets                                                        $ 38,511,484         $ 43,856,424
                                                                         ============         ============

                        LIABILITIES AND MEMBERS' CAPITAL
Current liabilities:
  Due to operators                                                       $    792,274         $  1,219,488
  Accrued expenses payable                                                     20,540               20,873
                                                                         ------------         ------------
     Total current liabilities                                                812,814            1,240,361
                                                                         ------------         ------------
Non-current liabilities:
  Asset retirement obligations                                                 37,060               18,368
                                                                         ------------         ------------
     Total non-current liabilities                                             37,060               18,368
                                                                         ------------         ------------
  Total Liabilities                                                           849,874            1,258,729
                                                                         ------------         ------------
Commitments and contingencies (Note 8)

Members' capital:
  Manager:
     Distributions                                                            (32,892)                   -
     Accumulated deficit                                                     (356,351)            (294,063)
                                                                         ------------         ------------
     Manager's total                                                         (389,243)            (294,063)
                                                                         ------------         ------------

  Shareholders:
     Capital contributions (534 shares authorized;
         480.7046 issued and outstanding)                                  70,859,719           70,859,719
     Syndication costs                                                     (7,775,398)          (7,775,398)
     Distributions                                                           (186,388)                   -
     Accumulated deficit                                                  (24,847,080)         (20,192,563)
                                                                         ------------         ------------
     Shareholders' total                                                   38,050,853           42,891,758
                                                                         ------------         ------------
     Total members' capital                                                37,661,610           42,597,695
                                                                         ------------         ------------
     Total liabilities and members' capital                              $ 38,511,484         $ 43,856,424
                                                                         ============         ============


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

</TABLE>

                                        4
<PAGE>

                          RIDGEWOOD ENERGY K FUND, LLC
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                           For the period
                                                                                        For the six        March 1, 2004
                                                         Three months ended             months ended    (Inception) through
                                                              June 30,                    June 30,            June 30,
                                                       2005             2004                2005               2004
                                                       ----             ----                ----               ----
                                                   (Restated -                          (Restated -
                                                   see note 9)                           see note 9)
<S>                                                <C>                <C>                <C>                <C>
Revenue
  Oil and gas revenues                             $   567,655        $         -        $   989,933        $         -
                                                   -----------        -----------        -----------        -----------
Expenses
  Investment fees to affiliate (Note 6)                      -          2,639,906                  -          2,639,906
  Dry-hole costs                                       775,305                  -          3,143,283                  -
  Depletion and amortization                           943,008                  -          1,605,330                  -
  Accretion expense                                        393                  -                662                  -
  Management fees to affiliate (Note 6)                442,875             76,375            885,750             76,375
  Lease operating expenses                             103,421                  -            168,704                  -
  Other general and administrative expenses             22,375             53,010             43,477             53,010
                                                   -----------        -----------        -----------        -----------
    Total expenses                                   2,287,377          2,769,291          5,847,206          2,769,291
                                                   -----------        -----------        -----------        -----------
    Loss from operations                            (1,719,722)        (2,769,291)        (4,857,273)        (2,769,291)

Other income
  Interest income                                       77,839             26,479            140,468             26,479
                                                   -----------        -----------        -----------        -----------
    Total other income                                  77,839             26,479            140,468             26,479
    Net loss                                       $(1,641,883)       $(2,742,812)       $(4,716,805)       $(2,742,812)
                                                   ===========        ===========        ===========        ===========

    Manager - Net loss                             $   (16,651)       $   (45,542)       $   (62,288)       $   (45,542)
    Shareholders - Net loss                        $(1,625,322)       $(2,697,270)       $(4,654,517)       $(2,697,270)
    Net loss per share                             $    (3,381)       $    (5,611)       $    (9,683)       $    (5,611)



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

</TABLE>


                                        5
<PAGE>

                          RIDGEWOOD ENERGY K FUND, LLC
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                         For the period
                                                                    For the six          March 1, 2004
                                                                    months ended      (Inception) through
                                                                   June 30, 2005          June 30, 2004
                                                                   -------------          -------------
                                                                   (Restated -
                                                                    see note 9)
<S>                                                                <C>                      <C>
Cash flows from operating activities
  Net loss                                                         $ (4,716,805)            (2,742,812)
  Adjustments to reconcile net loss to net cash
    used in operating activities
    Dry-hole costs                                                    3,143,283                      -
    Depletion and amortization                                        1,605,330                      -
    Accretion expense                                                       662                      -
    Changes in assets and liabilities
      Increase in production receivable                                (247,556)                     -
      Decrease in prepaid expenses                                       26,641                      -
      Increase in due to operators                                      103,422                      -
      (Decrease) increase in accrued expenses payable                      (333)                50,000
                                                                   ------------           ------------
      Net cash used in operating activities                             (85,356)            (2,692,812)
                                                                   ------------           ------------
Cash flows from investing activities
  Capital expenditures for oil and gas properties                    (7,564,215)            (7,867,759)
  Interest income reinvested - salvage fund                             (14,802)                     -
                                                                   ------------           ------------
      Net cash used in investing activities                          (7,579,017)            (7,867,759)
                                                                   ------------           ------------
Cash flows from financing activities
  Contributions from shareholders                                             -             54,435,249
  Syndication costs paid                                                      -             (3,675,737)
  Distributions paid                                                   (219,280)                     -
                                                                   ------------           ------------
      Net cash (used in) provided by financing activities              (219,280)            50,759,512
                                                                   ------------           ------------
      Net (decrease) increase in cash and cash equivalents           (7,883,653)            40,198,941
      Cash and cash equivalents, beginning of period                 17,856,965                      -
                                                                   ------------           ------------
      Cash and cash equivalents, end of period                     $  9,973,312           $ 40,198,941
                                                                   ============           ============

Supplemental schedule of non-cash investing activities
      Advances used for capital expenditures in oil and
         gas properties reclassified to proved properties          $  5,862,409           $          -
                                                                   ============           ============



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

</TABLE>

                                        6
<PAGE>

                          RIDGEWOOD ENERGY K FUND, LLC
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


1.   Organization and Purpose

The Ridgewood Energy K Fund, LLC ("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 ("Manager") and the shareholders of the Fund. Although the
date of formation is March 1, 2004, the Fund did not begin operations until
April 22, 2004 when it began its private offering of shares.

The Fund was organized to acquire, drill, construct and develop oil and natural
gas properties located in the United States offshore waters of Texas, Louisiana,
and Alabama in the Gulf of Mexico. The Fund has devoted most of its efforts to
raising capital and oil and natural gas exploration activities. The Fund began
earning revenue in November 2004 from these operations.

The Manager performs (or arranges for the performance of) the management,
administrative and advisory services required for Fund operations. Such services
include, without limitation, the administration of shareholder accounts,
shareholder relations and the preparation, review and dissemination of tax and
other financial information. In addition, the Manager provides office space,
equipment and facilities and other services necessary for Fund operations. The
Manager also engages and manages the contractual relations with outside
custodians, depositories, accountants, attorneys, broker-dealers, corporate
fiduciaries, insurers, banks and others as required (Notes 2, 5 and 6).

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 period ended December 31, 2004 included in the Fund's 2005
Annual Report on form 10-K/A filed with the Securities and Exchange Commission
("SEC").

                                        7
<PAGE>

     Use of Estimates

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

     Advances to Operators for Working Interests and Expenditures

Each participation agreement the Fund executes for an exploratory project
requires the Fund to make a payment to the working interest owner for the Fund's
ownership rights and working interest in the project. The Fund will account for
such payments as advances to operators for working interests and expenditures.
As drilling costs are incurred the payments are capitalized as unproved
properties.

     Oil and natural gas properties

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

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

Upon the sale or retirement of a proved property (i.e. a producing well), the
cost and related accumulated depletion and amortization will be eliminated from
the property accounts, and the resultant gain or loss is recognized. On the sale
or retirement of an unproved property, gain or loss on the sale is recognized,
taking into consideration the amount of any recorded impairment if the property
had been assessed for impairment. Currently it is not the Manager's intention to
sell any of the Fund's property interests.

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

As of June 30, 2005 and December 31, 2004, amounts recorded in due to operators
totaling $0.6 million and $1.2 million, respectively, related to the acquisition
of oil and gas property. In 2005, the Fund paid the December 31, 2004 due to
operators balance.

                                        8
<PAGE>

     Revenue Recognition and Production Receivable

Oil and natural gas sales are recognized when delivery is made by the Operator
to the purchaser and title is transferred (i.e. production has been delivered to
a pipeline or transport vehicle). At the time of transfer a production
receivable is recorded. The Fund earned revenue approximating $0.6 million and
$1.0 million for the three and six months ended June 30, 2005, compared to nil
for both the three months ended June 30, 2004 and the period March 1, 2004
(Inception) through June 30, 2004, respectively.

The volume of oil and natural gas sold on the Fund's behalf may differ from the
volume of oil and natural gas to which the Fund is entitled. The Fund will
account for such oil and natural gas production imbalances by the entitlements
method. Under the entitlements method, the Fund will recognize a receivable from
other working interest owners for volumes oversold by other working interest
owners. For volumes oversold by the Fund, a payable to other working interest
owners will be recorded. As of June 30, 2005 and December 31, 2004, there were
no material oil or natural gas balancing arrangements between the Fund and other
working interest owners.

     Interest Income

Interest income is recognized when earned.

     Syndication Costs

Direct costs associated with offering the Fund's shares including professional
fees; such as outside due diligence costs, legal advice with regard to the
offering, selling expenses and administrative costs relating to broker-dealer
relationships, payable to the Manager, an affiliate of the Manager and outside
brokers are reflected as a reduction of shareholders' capital.

     Asset Retirement Obligations

For oil and natural gas properties, there are obligations to perform removal and
remediation activities when the properties are retired. The Financial Accounting
Standards Board ("FASB") issued Statement of Financial Accounting Standards
("SFAS") No. 143, "Accounting for Asset Retirement Obligations" ("SFAS No.
143"), effective for years beginning after December 15, 2002. SFAS No. 143
requires the Fund to record a separate liability for the discounted present
value of the Fund's asset retirement obligations, with an offsetting increase to
the related oil and natural gas properties on the balance sheet. 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 incurred as dry-hole costs.


                                                         For the six
                                                        months ended
                                                        June 30, 2005
                                                        -------------
           Balance - Beginning of period                  $  18,368

           Liabilities incurred                             503,156
           Liabilities settled                             (485,126)
           Accretion expense                                    662
                                                          ---------
           Balance - End of period                        $  37,060
                                                          =========


                                        9
<PAGE>

In March 2005, the FASB issued FASB Interpretation ("FIN") No. 47, "Accounting
for Conditional Asset Retirement Obligations" ("FIN 47"). This interpretation
clarifies that the term "conditional asset retirement obligation" as used in
FASB No. 143 refers to a legal obligation to perform an asset retirement
activity in which the timing and/or method of settlement are conditional on a
future event that may or may not be within the control of the entity incurring
the obligation. The obligation to perform the asset retirement activity is
unconditional even though uncertainty exists about the timing and/or method of
settlement. Thus, the timing and/or method of settlement may be conditional on a
future event. Accordingly, an entity is required to recognize a liability for
the fair value of a conditional asset retirement obligation if the fair value of
the liability can be reasonably estimated. Uncertainty about the timing and/or
method of settlement of a conditional asset retirement obligation should be
factored into the measurement of the liability, rather than the timing of
recognition of the liability, when sufficient information exists. FIN 47 is
effective for calendar year-end entities no later than December 31, 2005. The
Fund does not expect the adoption of FIN 47 to have an impact on the Fund's 2005
financial position or results of operations.

     Impairment of Long-Lived Assets

In accordance with the provisions of SFAS No. 144, "Accounting for the
Impairment of Long-Lived Assets" ("SASF No. 144"), 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. As of June 30, 2005 and December
31, 2004, 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.
As of June 30, 2005, and December 31, 2004, the Fund had accumulated depletion
and amortization of approximately $2.3 million and $0.7 million, respectively.

     Income Taxes

No provision is made for income taxes in the financial statements as the income
or losses are passed through and included in the tax returns of the individual
shareholders.

                                       10
<PAGE>

     Cash and cash equivalents

All highly liquid investments with maturities when purchased of three months or
less are considered as cash and cash equivalents. At times, bank deposits may be
in excess of federal insured limits. As of June 30, 2005 and December 31, 2004,
bank balances exceeded federally insured limits by approximately $9.8 million
and $17.7 million, respectively. The Fund maintains bank deposits with
accredited financial institutions to mitigate such risk.

     Salvage Fund

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

At times the Fund may purchase short-term investments comprised of US Treasury
Notes with maturities greater than three months and as such are considered
held-to-maturity investments. Held-to-maturity securities are those investments
that the Fund has the ability and intent to hold until maturity.
Held-to-maturity investments are recorded at cost plus accrued income, adjusted
for the amortization of premiums and discounts, which approximate market value.
Interest income is accrued as earned. As of June 30, 2005 and December 31, 2004,
the Fund had no investments in US Treasury Notes.

     Income and Expense Allocation

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

3.   Recent Accounting Pronouncements

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections - a replacement of APB Opinion No. 20 and FASB Statement No. 3"
("SFAS No. 154"). SFAS No. 154 requires, unless impracticable, retrospective
application to prior periods' financial statements of changes in accounting
principle where transition is not specified by a new accounting pronouncement.
SFAS No. 154 also requires that retrospective application of a change in
accounting principle be limited to the direct effects of the change. Indirect
effects of a change in accounting principle should be recognized in the period
of the accounting change. SFAS No. 154 is effective for accounting changes and

                                       11
<PAGE>

corrections of errors made in fiscal years beginning after December 15, 2005.
The adoption of SFAS No. 154 is not expected to have an impact on the 2006
financial statements.

In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest
Entities", ("FIN 46") which changes the criteria by which one company includes
another entity in its consolidated financial statements. FIN 46 requires a
variable interest entity to be consolidated by a company if that company is
subject to a majority of the risk of loss from the variable interest entity's
activities or entitled to receive a majority of the entity's residual returns or
both. The consolidation requirements of FIN 46 apply immediately to variable
interest entities created after December 31, 2003, and apply in the first fiscal
period ending after March 15, 2004, for variable interest entities created prior
to January 1, 2004. In December 2003, the FASB issued a revision of FIN 46 ("FIN
46R") to clarify some of the provisions and to exempt certain entities from its
requirements. The Fund has applied the provisions of FIN 46R effective December
31, 2004, with no impact on the financial statements.

FASB Staff Position ("FSP") 115-1 and 124-1, the Meaning of Other Than Temporary
Impairment and its Application to Certain Investments ("FSP 115-1 and 124-1").
This FSP addresses the determination as to when an investment is considered
impaired, whether that impairment is other than temporary and the measurement of
the impairment loss. It also requires certain disclosures about unrealized
losses that have not been recognized as other than temporary impairments. This
guidance applies to equity securities that have a readily determinable fair
value and all debt securities. It does not apply to investments accounted for
under the equity method. An investment is impaired if its fair value is less
than its cost, as assessed at the individual security level. When an investment
is impaired, the investor is required to evaluate whether the impairment is
other than temporary. If other than temporary, the unrealized loss must be
recognized. For all investments in an unrealized loss position for which other
than temporary impairments have not been recognized, the investor should
disclose by category of investment the amount of unrealized losses and the fair
value of investments with unrealized losses and related narrative disclosures.
FSP 115-1 and 124-1 is effective for reporting periods beginning after December
15, 2005. The adoption of FSP 115-1 and 124-1 is not expected to have an impact
on the 2006 financial statements.

4.   Unproved Properties - Capitalized Exploratory Well Costs

In April 2005, FASB issued ("FSP") 19-1, "Accounting for Suspended Well Costs"
("FSP 19-1"). This FSP was issued to address whether there were circumstances
that would permit the continued capitalization of exploratory well costs beyond
one year, other than when further exploratory drilling is planned and major
capital expenditures would be required to develop the project. FSP 19-1 requires
the continued capitalization of suspended well costs if the well has found a
sufficient quantity of reserves to justify its completion as a producing well
and the entity is making sufficient progress assessing these reserves and the
economic and operating viability of the project. All relevant facts and
circumstances should be evaluated in determining whether an entity is making
sufficient progress assessing the reserves and FSP 19-1 provides several
indicators in this evaluation. FSP 19-1 prohibits continued capitalization of

                                      12
<PAGE>

suspended well costs on the chance that market conditions will change or
technology will be developed to make the project economic.

The Fund adopted FSP 19-1 during the second quarter of 2005. Leasehold
acquisition and exploratory drilling costs are capitalized pending determination
of whether the well has found proved reserves. Unproved properties are assessed
on a quarterly basis by evaluating and monitoring if sufficient progress is made
on assessing the reserves. Capitalization costs are expensed as dry-hole costs
in the event that reserves are not found or are not in sufficient quantities to
complete the well and develop the field. Dry-hole costs were approximately $0.8
million and $3.1 million for the three and six months ended June 30, 2005,
compared to nil for both the three months ended June 30, 2004 and for the period
March 1, 2004 (Inception) through June 30, 2004, respectively. As of June 30,
2005 and December 31, 2004, the Fund had no capitalized exploratory well costs
greater than one year.

The following table summarizes unproved properties and related activity for the
six months ended June 30, 2005.

                                                             For the six
                                                             months ended
                                                            June 30, 2005
                                                            -------------

Balance - Beginning of period                                $ 8,264,475

Additions to capitalized exploratory well costs
  pending the determination of proved reserves                 6,968,055
Reclassifications to proved properties based on
  the determination of proved reserves                        (8,264,475)
                                                             -----------

Balance - End of period                                      $ 6,968,055
                                                             ===========

5.   Distributions

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

The Manager will determine whether Available Cash from Operations, as defined in
the Fund's LLC Agreement, is to be distributed. Such distribution would be
allocated 85% to the shareholders and 15% to the Manager, as defined in the
Fund's LLC Agreement.

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

The shareholders received distributions of approximately $0.2 million for the
six months ended June 30, 2005. There were no distributions paid by the Fund in
2004.

The Manager received distributions of approximately $33 thousand for the six
months ended June 30, 2005. There were no distributions paid by the Fund in
2004.

6.   Related Parties

The Manager was paid a one time investment fee of 4.5% of initial capital
contributions. Fees are payable for services of investigating and evaluating
investment opportunities and effecting transactions. For both the three months
ended June 30, 2004 and the period March 1, 2004 (Inception) through June 30,
2004, investment fees were approximately $2.6 million. In 2005, there were no
investment fees incurred or paid.

The Fund's LLC Agreement provides that the Manager render management,
administrative and advisory services. For such services, the Manager receives an
annual management fee, payable monthly, of 2.5% of total capital contributions.
For the three and six months ended June 30, 2005, management fees were
approximately $0.4 million and approximately $0.9 million, respectively. For

                                       13
<PAGE>

both the three months ended June 30, 2004 and the period March 1, 2004
(Inception) through June 30, 2004, management fees were approximately $76
thousand.

In 2004, the Manager was paid an offering fee of approximately $2.5 million,
which approximated 3.5% of capital contributions to cover expenses incurred in
the offer and sale of shares of the Fund. Such offering fee is included in
syndication costs (Note 2). There were no offering fees incurred in 2005.

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. As of June 30, 2005 and December 31, 2004, a related entity owes the
Fund approximately $0.8 million and nil, respectively.

In 2004, Ridgewood Securities Corporation, a registered broker-dealer affiliated
with the Manager was paid selling commissions and placement fees of
approximately $0.2 million and $0.7 million, respectively, for shares sold of
the Fund which are reflected in syndication costs (Note 2).

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

As of June 30, 2005 and for the period ended December 31, 2004, the carrying
value of cash and cash equivalents, and salvage fund, approximate fair value.
Cash and cash equivalents principally consist of money market funds.

8.   Commitment and Contingencies

     Environmental Considerations

The exploration for and development of oil and natural gas involves the
extraction, production and transportation of materials which, under certain
conditions, can be hazardous or cause environmental pollution problems. The
Manager and the Operators are continually taking action they believe appropriate
to satisfy applicable federal, state and local environmental regulations and do
not currently anticipate that compliance with federal, state and local
environmental regulations will have a material adverse effect upon capital
expenditures, results of operations or the competitive position of the Fund in
the oil and natural gas industry. However, due to the significant public and
governmental interest in environmental matters related to those activities, the
Manager cannot predict the effects of possible future legislation, rule changes,
or governmental or private claims. As of June 30, 2005 and December 31, 2004,
there were no known environmental contingencies that required the Fund to record
a liability.

                                       14
<PAGE>

     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.

9.   Restatement of Previously Issued Financial Statements

Subsequent to the issuance of the Fund's financial statements as of and for the
three and six months ended June 30, 2005, management identified accounting
errors. Accordingly, the Fund has restated the June 30, 2005 financial
statements in this Form 10-Q/A (Amendment No. 2).

The financial statements as of June 30, 2005 and for the three and six months
ended June 30, 2005 have been restated to reflect the following adjustments:

     o    Oil and gas revenues, which was over accrued, has been corrected,
          resulting in approximately a $73 thousand decrease in oil and gas
          revenues for the three and six month periods ended June 30, 2005 and a
          $73 thousand decrease in production receivable.
     o    Dry-hole costs incurred in the first quarter of 2005 which were
          erroneously accrued in 2004, have been corrected, resulting in
          approximately a $1.9 million increase in dry-hole costs for the six
          month period ended June 30, 2005.
     o    Depletion and amortization, which was erroneously calculated, was
          corrected and resulted in approximately a $0.1 million and $0.4
          million increase in depletion and amortization expense for both the
          three and six month periods ended June 30, 2005, respectively. This
          correction also resulted in an approximate $0.4 million increase in
          accumulated depletion and amortization - proved properties as of June
          30, 2005. In addition, the December 31, 2004 balance of accumulated
          depletion and amortization - proved properties was restated and
          resulted in an approximate $0.2 million increase in the beginning
          balance of accumulated depletion and amortization - proved properties.
          Correction of this error resulted in an approximate $0.2 million
          increase in accumulated depletion and amortization of June 30, 2005.
     o    Accretion expense, which was erroneously not recorded, has been
          corrected, resulting in approximately a $393 and $662 increase in
          accretion expense for the three and six month periods ended June 30,
          2005 and an approximate $662 increase in asset retirement obligations.
     o    Lease operating expenses, which was overstated, has been corrected,
          resulting in approximately a $48 thousand decrease in lease operating
          expenses for the three and six month periods ended June 30, 2005 and a
          corresponding decrease in due to operators.
     o    Insurance expenses which was over accrued, has been corrected,
          resulting in approximately a $0.2 million decrease in other general
          and administrative expenses for the three and six month periods ended
          June 30, 2005 and a corresponding decrease in due to operators.
     o    The salvage fund which was incorrectly included as cash and cash
          equivalents has been broken out separately into its own account,
          resulting in approximately a $1.0 million reclassification from cash
          and cash equivalents to salvage fund.

                                       15
<PAGE>

     o    Property payments for West Cameron 556 which were incorrectly recorded
          as unproved properties have been reclassified to advances to operators
          for working interests and expenditures resulting in approximately a
          $3.3 million increase in advances to operators for working interests
          and expenditures and a corresponding decrease in unproved properties.

     o    Proved property costs relating to East Cameron 299, which were not
          accrued, have been corrected, resulting in approximately a $0.2
          million increase in proved properties and a corresponding increase in
          due to operators.
     o    Asset retirement obligations of approximately $37 thousand erroneously
          not recorded have been corrected resulting in an increase in proved
          properties and an increase in asset retirement obligations.

The above corrections resulted in approximately a $2.1 million increase in net
loss for the six month period ended June 30, 2005, which resulted in
approximately a $2.1 million increase in shareholders' accumulated deficit and
approximately a $176 decrease in manager's accumulated deficit. Shareholder's
accumulated deficit and manager's accumulated deficit were also impacted by the
Fund's 2004 financial statement restatement adjustments, which resulted in
approximately a $1.7 million decrease in shareholder's accumulated deficit and
an approximate $56 thousand decrease in manager's accumulated deficit.

The following tables summarize the effects of the restatement on the Fund's 2005
balance sheet and statement of operations:

                                       16
<PAGE>

<TABLE>
<CAPTION>
Balance Sheet Effects:                                   June 30, 2005
                                                         As Previously                             June 30, 2005
                   ASSETS                                   Reported           Adjustments          As Restated
                                                            --------           -----------          -----------
<S>                                                      <C>                  <C>                   <C>
Current assets:
  Cash and cash equivalents                              $ 10,992,868         $ (1,019,556)         $  9,973,312
  Production receivable                                       640,972              (73,317)              567,655
     Total current assets                                  12,428,148           (1,092,873)           11,335,275
Salvage fund                                                        -            1,019,556             1,019,556

Oil and gas properties
  Advances to operators for working interests                       -            3,338,948             3,338,948
     and expenditures
  Unproved properties                                      10,307,003           (3,338,948)            6,968,055
  Proved properties                                        17,891,580              283,025            18,174,605
  Less:  accumulated depletion and amortization -
     proved properties                                     (1,765,569)            (559,386)           (2,324,955)
     Total oil and gas properties, net                     26,433,014             (276,361)           26,156,653
     Total assets                                        $ 38,861,162         $   (349,678)         $ 38,511,484

      LIABILITIES AND MEMBERS' CAPITAL

Current liabilities:
  Due to operators                                       $    772,577         $     19,697          $    792,274
     Total current liabilities                                793,117               19,697               812,814
Non-current liabilities:
  Asset retirement obligations                                      -               37,060                37,060
     Total non-current liabilities                                  -               37,060                37,060
  Total Liabilities                                           793,117               56,757               849,874
Members' capital:
  Manager:
     Accumulated deficit                                     (412,153)              55,802              (356,351)
     Manager's total                                         (445,045)              55,802              (389,243)
  Shareholders:
     Accumulated deficit                                  (24,384,843)            (462,237)          (24,847,080)
     Shareholders' total                                   38,513,090             (462,237)           38,050,853
     Total members' capital                                38,068,045             (406,435)           37,661,610
     Total liabilities and members' capital              $ 38,861,162         $   (349,678)         $ 38,511,484
</TABLE>


                                       17
<PAGE>

<TABLE>
<CAPTION>
Statement of Operations Effects:
                                         For the three
                                         months ended                         For the three
                                         June 30, 2005                        months ended
                                         As Previously                        June 30, 2005
                                           Reported           Adjustments      As Restated
                                           --------           -----------      -----------
<S>                                      <C>                 <C>               <C>
Revenue
  Oil and gas revenues                   $   640,972         $   (73,317)      $   567,655

Expenses
  Depletion and amortization                 829,390             113,618           943,008
  Accretion expense                                -                 393               393
  Lease operating expenses                   151,642             (48,221)          103,421
  Other general and
    administrative expenses                  201,421            (179,046)           22,375

  Total expenses                           2,400,633            (113,256)        2,287,377
  Loss from operations                    (1,759,661)             39,939        (1,719,722)
  Net loss                               $(1,681,822)        $    39,939       $(1,641,883)
  Manager - Net loss                     $   (38,513)        $    21,952       $   (16,651)
  Shareholders - Net loss                $(1,643,309)        $    17,987       $(1,625,322)
  Net loss per share                     $    (3,419)        $        37       $    (3,381)
</TABLE>

<TABLE>
<CAPTION>
                                         For the six
                                         months ended                          For the six
                                         June 30, 2005                         months ended
                                         As Previously                         June 30, 2005
                                           Reported           Adjustments       As Restated
                                           --------           -----------       -----------
<S>                                      <C>                 <C>               <C>
Revenue
  Oil and gas revenues                   $ 1,063,250         $   (73,317)      $   989,933

Expenses
  Dry-hole costs                           1,240,854           1,902,429         3,143,283
  Depletion and amortization               1,216,731             388,599         1,605,330
  Accretion expense                                -                 662               662
  Lease operating expenses                   216,925             (48,221)          168,704
  Other general and
     administrative expenses                 222,524            (179,047)           43,477

   Total expenses                          3,782,784           2,064,422         5,847,206
   Loss from operations                   (2,719,534)         (2,137,739)       (4,857,273)
   Net loss                              $(2,579,066)        $(2,137,739)      $(4,716,805)
   Manager - Net loss                    $   (62,464)        $       176       $   (62,288)
   Shareholders - Net loss               $(2,516,602)        $(2,137,915)      $(4,654,517)
   Net loss per share                    $    (5,235)        $    (4,447)      $    (9,683)

</TABLE>

In addition to the cash flow impact of the of the above restatements, the
statement of cash flows for the six months ended June 30, 2005 has also been
restated for the following:

     o    Interest earned on the salvage fund which was originally classified as
          an operating activity has been corrected to be properly reflected as
          an investing activity, resulting in approximately a $15 thousand
          decrease to cash used in operating activities and a corresponding
          increase in cash used in investing activities.

                                       18
<PAGE>

     o    Decreases in due to operators of approximately $0.9 million relating
          to capital expenditures of oil and gas properties which was previously
          included in operating cash flows has been reclassified to cash flows
          used in investing activities to properly reflect the amount as an
          increase in capital expenditures for oil and gas properties.

<TABLE>
<CAPTION>

Statement of Cash Flow Effects:
                                                                   For the six
                                                                   months ended                          For the six
                                                                   June 30, 2005                         months ended
                                                                   As Previously                         June 30, 2005
                                                                     Reported          Adjustments        As Restated
                                                                     --------          -----------        -----------
<S>                                                                <C>                 <C>                 <C>
Cash flows from operating activities
  Net loss                                                         $ (2,579,066)       $ (2,137,739)       $ (4,716,805)
  Adjustments to reconcile net loss to net cash
    used in operating activities
    Dry-hole costs                                                    1,240,854           1,902,429           3,143,283
    Depletion and amortization                                        1,216,731             388,599           1,605,330
    Accretion expense                                                         -                 662                 662
      Increase in production receivable                                (320,873)             73,317            (247,556)
      (Decrease) increase in due to operators                           216,925            (113,503)            103,422
      Net cash used in operating activities                            (988,989)            903,633             (85,356)

Cash flows from investing activities
  Capital expenditures for oil and gas properties                    (6,660,582)           (903,633)         (7,564,215)
  Interest income reinvested - salvage fund                                   -             (14,802)            (14,802)
      Net cash used in investing activities                          (6,660,582)           (918,435)         (7,579,017)
      Net decrease in cash and cash equivalents                      (7,868,851)            (14,802)         (7,883,653)
      Cash and cash equivalents, beginning of period                 18,861,719          (1,004,754)         17,856,965
      Cash and cash equivalents, end of period                     $ 10,992,868        $ (1,019,556)       $  9,973,312

Supplemental schedule of non-cash investing activities
      Advances used for capital expenditures in oil and
       gas properties reclassified to proved properties            $          -        $  5,862,409        $  5,862,409
</TABLE>

                                       19
<PAGE>

10.  Subsequent Events

Beginning on October 1, 2005 and continuing for the remaining life of the Fund,
the Manager elected to waive its management fee.

Effective March 1, 2006 the Manager elected to reduce its distribution of
Available Cash from Operations to 1%, and effective April 1, 2006 the Manager
elected to permanently waive its distribution of Available Cash from Operations
for the remaining life of the Fund.

On June 29, 2006, the Fund was informed by Chevron Corporation ("Chevron"), the
Operator of Mobile 946, that the well being drilled by Chevron did not have
commercially productive quantities of either oil or natural gas and has
therefore been deemed a dry-hole. The Fund owns a 5.7% working interest in
Mobile 946. Total cumulative dry-hole costs, inclusive of plug and abandonment
charges, were approximately $0.8 million recorded in 2006.

The Fund had been reserving capital for an 11.24% working interest in West
Cameron 76 (B6) located approximately eleven miles offshore Louisiana. The well
had originally been scheduled to drill in the summer of 2004. BHP Billiton, as
operator has taken the well off of the drilling schedule and the well will not
be drilled by the other joint venture participants due to proximity of this well
to other producers in Marge 3D in the West Cameron 76 lease block and because
approval by all joint venture participants is required.

As a result the funds have been reallocated to the projects depicted below.

In October 2006, the Fund acquired a working interest in the following wells
operated by LLOG Exploration Company:

                                               Working    Drilling
                                   Offshore   Interest %    Date
           -------------------------------------------------------
           Galveston A248             TX       3.75%      Q2 2007
           Ship Shoal 81              LA       3.75%      Q3 2007
           South Marsh Island 111     LA       3.75%      Q1 2007
           Vermillion 344             LA       3.75%      Successful
           West Delta 67              LA       3.75%      Q2 2007
           West Delta 68              LA       3.75%      Q2 2007


                                       20
<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
of Operations


Cautionary Statement Regarding Forward-Looking Statements


This Form 10-Q/A, Amendment No. 2, including all documents incorporated by
reference, includes "forward-looking" statements within the meaning of Section
27A of the Securities Act of 1933, as amended (the "Securities Act") and Section
21E of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") and
the Private Securities Litigation Reform Act of 1995, and the "safe harbor"
provisions thereof. These forward-looking statements are usually accompanied by
the words "anticipates," "believes," "plan," "seek," "expects," "intends,"
"estimates," "projects," "will," "would," "will likely result," "will continue,"
"future" and similar terms and expressions or variations thereof. The
forward-looking statements in this Form 10-Q/A reflect the current views of
management of the Fund with respect to future events and financial performance.
These forward-looking statements are subject to certain risks and uncertainties,
including, among other things, the high-risk nature of oil and natural gas
exploratory operations, the fact that our drilling activities are managed by
third parties, the volatility of natural gas prices and extraction, and those
other risks and uncertainties discussed in the Fund's 10-K filed with the
Securities and Exchange Commission that could cause actual results to differ
materially from historical results or those anticipated. You are urged to
carefully consider all such factors.

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

Critical Accounting Policies and Estimates

The following discussion and analysis of our financial condition and operating
results is based on our financial statements. The preparation of this Quarterly
Report on Form 10-Q/A requires us to make estimates and assumptions that affect
the reported amount of assets and liabilities, disclosure of contingent assets
and liabilities at the date of our financial statements, and the reported amount
of revenue and expenses during the reporting period. Actual results may differ
from those estimates and assumptions. See "Notes to Unaudited Condensed
Financial Statements" in Part I of this Form 10-Q/A for a presentation of the
Fund's critical accounting principles.

Natural Gas and Oil Reserve Estimates

Natural gas and oil reserve quantities estimated by third party petroleum
engineer specialists are used to calculate depletion as well as used to estimate
future net cash flows when analyzing properties for impairment. These reserve
estimates are updated at least annually. The reserve estimates are based upon
the quality of available data and engineering and geological interpretation and
judgment. Revisions to the estimated reserves may result from actual production,
results of future development and exploration activities, prevailing natural gas
and oil prices, operating costs and other factors. Revisions to estimated
reserves could have a material affect on future depletion expenses as well as
impairment of proved properties which could have a material impact on our future
results of operations, financial position and/or cash flows.


Overview of Our Business

The Fund is an independent oil and natural gas producer. The Fund's primary
investment objective is to generate cash flow for distribution to our
shareholders through participation in oil and natural gas exploration and
development projects in the Gulf of Mexico. The Fund began its operations by
offering shares in a private offering on April 22, 2004. As a result of such


                                       21
<PAGE>

offering, it raised capital of approximately $70.9 million through the sale of
480.7046 shares of LLC membership interests. After the payment of approximately
$11.1 million in offering fees, commissions and investment fees to the Fund's
Manager, affiliates, and broker-dealers, the Fund retained approximately $59.8
million available for investment. Investment fees represent a one time fee of
4.5% of initial capital contributions. The fee is payable to the Manager for the
service of investigating and evaluating investment opportunities and affecting
transactions.

The Manager performs certain duties on the Fund's behalf including the
evaluation of potential projects for investment and ongoing administrative and
advisory services associated with these projects. The Fund does not currently,
nor is there any plan, to operate any project in which the Fund participates.
The Manager enters into operating agreements with third-party operators for the
management of all exploration, development and producing operations, as
appropriate. As compensation for the above duties, the Manager is paid a onetime
investment fee (4.5% of capital contributions) for the evaluation of projects on
the Fund's behalf and an annual management fee (2.5% of capital contributions),
payable monthly, for ongoing administrative and advisory duties as well as
reimbursement of expenses. The Manager also participates in distributions. In
October 2005 and April 2006, the Manager waived its rights to collect management
fees and cash distributions, respectively.


                                       22
<PAGE>

Business Update

In 2005, the Fund acquired from Millenium Offshore Group ("MOGI") (now ATP) a
10% working interest in the East Cameron 299 field of which the C-10 well was
already proven, the C-11 well was drilling and the C-12 well was to be drilled
(but was ultimately dry) for $15 million. At the same time the Fund also
acquired from MOGI a 20% interest in West Cameron 556. In 2004, the Fund
acquired a 72% working interest in High Island 53, from MOGI. This project was
plugged and abandoned in January 2005.

<TABLE>
<CAPTION>
                                                     Costs
                                                    Incurred
                                                    through
                                     Working        12/31/06
    Well Name             Offshore  Interest %   (in thousands)                   Status
<S>                          <C>      <C>          <C>                <C>
East Cameron 299 C-10         LA       10%          $ 8,822                Currently producing
East Cameron 299 C-11         LA       10%          $ 9,869      Temporarily shut in; planning workover
East Cameron 299 C-12         LA       10%          $ 1,309                   DRY: May 2005
West Cameron 556              LA       20%          $11,604                Currently producing
High Island 53                TX       72%          $ 9,831                 DRY: January 2005

The Fund acquired the following projects from Gryphon Exploration Company (now
Woodside). All three of the wells were deemed dry-holes and were plugged and
abandoned in 2004.

<CAPTION>
                                                     Costs
                                                    Incurred
                                                    through
                                     Working        12/31/06
    Well Name             Offshore  Interest %   (in thousands)                   Status
<S>                          <C>      <C>          <C>                <C>
Galveston 246                 TX       10%          $   769                 DRY:October 2004
Matagarda 619                 TX       25%          $ 1,976                 DRY:October 2004
West Cameron 103              LA       40%          $ 5,598                 DRY:November 2004


The Fund acquired a 5.7% working interest in the Mobile 946 well from Chevron in
2006. Although there was gas in the reservoir, it was not in sufficient enough
quantities to justify the completion of the well and the hook up to a production
facility.

<CAPTION>
                                                     Costs
                                                    Incurred
                                                    through
                                     Working        12/31/06
    Well Name             Offshore  Interest %   (in thousands)                   Status
<S>                          <C>      <C>          <C>                <C>
Mobile 946                    LA       5.7%         $   857                    DRY:July 2006

In October 2006, the Fund acquired a working interest in the following wells
operated by LLOG Exploration Company.

<CAPTION>
                                                    Budgeted
    Well Name             Offshore  Interest %   (in thousands)                   Status
<S>                          <C>      <C>          <C>                <C>
Galveston A248                TX       3.75%        $ 1,014          2nd quarter 2007 drilling date
Ship Shoal 81                 LA       3.75%        $   724          3rd quarter 2007 drilling date
South Marsh Island 111        LA       3.75%        $   721          1st quarter 2007 drilling date
Vermilion 344                 LA       3.75%        $   807          Successful-completion in progres
West Delta 67                 LA       3.75%        $   712          2nd quarter 2007 drilling date
West Delta 68                 LA       3.75%        $   724          2nd quarter 2007 drilling date
</TABLE>

                                       23
<PAGE>

Results of Operations

The following Results of Operations should be read in conjunction with our
financial statements and the notes thereto beginning on page 4. Management's
Discussion and Analysis has been revised for the effects of the restatement
discussed in Note 9 to the financial statements.

Six Months Ended June 30, 2005 compared to the period March 1, 2004 (Inception)
through June 30, 2004

Net loss. Net loss for the six months ended June 30, 2005 was approximately 4.7
million, an increase of approximately $2.0 million, or 72% compared to $2.7
million for the period March 1, 2004 (Inception) through June 30, 2004. The
increase is discussed below.

Oil and gas revenues. Oil and natural gas revenues for the six months ended June
30, 2005 were approximately $1.0 million, an increase of approximately $1.0
million, or 100% compared to nil for the period March 1, 2004 (Inception)
through June 30, 2004. This is a result of production of both oil and natural
gas in 2005 compared to 2004. Production volume for oil was approximately 15
thousand MCFEs (per one thousand cubic feet). Average sales price for oil was
approximately $7.75 per MCFEs. Production volume for natural gas was
approximately 123 thousand MCFEs. Average sales price for natural gas was
approximately $7.13 per MCFEs.

Investment fees. The Manager is paid a one time investment fee of 4.5% of
initial capital contributions. The fee is payable for the service of
investigating and evaluating investment opportunities and affecting transactions
when the capital contributions are made. Investment fees incurred and paid for
the period March 1, 2004 (Inception) through June 30, 2004 were approximately
$2.6 million. There were no investment fees incurred or paid in 2005.

Dry-hole costs. Dry-hole costs for the six months ended June 30, 2005 were
approximately $3.1 million, an increase of approximately $3.1 million, or 100%
compared to nil for the period March 1, 2004 (Inception) through June 30, 2004.
This increase is predominately the result of the Fund incurring plug and
abandonment expenses relating to two projects determined to be dry-holes in
2005.

Depletion and amortization. Depletion and amortization for the six months ended
June 30, 2005 was approximately $1.6 million, an increase of approximately $1.6
million, or 100% compared to nil for the period March 1, 2004 (Inception)
through June 30, 2004. This increase is predominately the result of increased
production reserves in 2005 compared to 2004.

Management fees. Management fees for the six months ended June 30, 2005 were
approximately $0.9 million, an increase of approximately $0.8 million, compared
to $0.1 million for the period March 1, 2004 (Inception) through June 30, 2005.
This increase is the result of the Fund having six months of management fees in
2005 while in the comparable period of 2004, the Fund experienced approximately
only two months of management fees.

Lease operating expenses. Lease operating expenses represent the day to day cost
of operating and maintaining wells and related facilities. For the six months
ended June 30, 2005 lease operating expenses were approximately $0.2 million, an
increase of approximately $0.2 million, or 100% compared to nil for the period
March 1, 2004 (Inception) through June 30, 2004. This increase is the result of
increased production activity in 2005 compared to 2004.

Other general and administrative expenses. Other general and administrative
expenses for the six months ended June 30, 2005 were approximately $43 thousand,
a decrease of approximately $10 thousand, or 18% compared to $53 thousand for

                                       24
<PAGE>

the period March 1, 2004 (Inception) through June 30, 2004. This decrease is
predominately the result of a decrease in accounting fees offset by an increase
in insurance costs.

Other Income. Other income for the six months ended June 30, 2005 was
approximately $140 thousand, an increase of approximately $114 thousand, or 430%
compared to $26 thousand for the period March 1, 2004 (Inception) through June
30, 2005. This increase is predominately the result of higher interest rates in
2005 compared to 2004. Additionally, the Fund had money market accounts for six
months in 2005, whereas for the comparable period in 2004, the Fund had accounts
for approximately only two months.

Three Months Ended June 30, 2005 compared to Three Months ended June 30, 2004

Net loss. Net loss for the three months ended June 30, 2005 was approximately
$1.6 million, a decrease of approximately $1.1 million, or 40% compared to $2.7
million for the period March 1, 2004 (Inception) through June 30, 2004. The
decrease is discussed below.

Oil and gas revenues. Oil and natural gas revenues for the three months ended
June 30, 2005 were approximately $0.6 million, an increase of approximately $0.6
million, or 100% compared to nil for the three months ended June 30, 2004. This
is a result of production of both oil and natural gas in 2005 compared to 2004.
Production volume for oil was approximately 10 thousand MCFEs (per one thousand
cubic feet). Average sales price for oil was approximately $7.53 per MCFEs.
Production volume for natural gas was approximately 69 thousand MCFEs. Average
sales price for natural gas was approximately $7.01 per MCFEs.

Investment fees. The Manager is paid a one time investment fee of 4.5% of
initial capital contributions. The fee is payable for the service of
investigating and evaluating investment opportunities and affecting transactions
when the capital contributions are made. Investment fees incurred and paid for
the three months ended June 30, 2004 were approximately $2.6 million. There were
no investment fees incurred or paid in 2005.

Dry-hole costs. Dry-hole costs for the three months ended June 30, 2005 were
approximately $0.8 million, an increase of approximately $0.8 million, or 100%
compared to nil for the three months ended June 30, 2004. This increase is
predominately the result of the Fund incurring plug and abandonment expenses
related to the East Cameron 299 C-12 well determined to be a dry-hole in May
2005.

Depletion and amortization. Depletion and amortization for the three months
ended June 30, 2005 was approximately $0.9 million, an increase of approximately
$0.9 million, or 100% compared to nil for the three months ended June 30, 2004.
This increase is predominately the result of increased production of reserve
volumes in 2005 compared to 2004.

Management fees. Management fees for the three months ended June 30, 2005 were
$442 thousand, an increase of approximately $366 thousand, or 480% compared to
$76 thousand for the three months ended June 30, 2004. This increase is the
result of the Fund having three months of management fees while in the
comparable period of 2004, the Fund experienced approximately only two months of
management fees.

                                       25
<PAGE>

Lease operating expenses. Lease operating expenses represent the day to day cost
of operating and maintaining wells and related facilities. For the three months
ended June 30, 2005 lease operating expenses were $0.1 million compared to nil
for the six months ended June 30, 2004. This increase is predominately the
result of increased production activity in 2005 compared to 2004.

Other general and administrative expenses. Other general and administrative
expenses for the three months ended June 30, 2005 were approximately $22
thousand, a decrease of approximately $31 thousand, or 58% compared to $53
thousand for the three months ended June 30, 2004. This decrease is
predominately the result of a decrease in accounting fees offset by an increase
in insurance costs.

Other Income. Other income for the three months ended June 30, 2005 was
approximately $78 thousand, an increase of approximately $52 thousand, or 194%
compared to $26 thousand for the three months ended June 30, 2004. This increase
is predominately the result of higher interest rates in 2005 compared to 2004.
Additionally, the Fund had money market accounts for three months in 2005, where
as for the comparable period in 2004, the Fund had accounts for approximately
only two months.

Capital Resources and Liquidity

Cash flows used in operating activities for the six months ended June 30, 2005
were approximately $0.1 million, primarily related to cash expenditures for
management fees and lease operating costs partially offset by cash receipts
from production revenue.

Cash flows used in operating activities for the period March 1, 2004 (Inception)
through June 30, 2004 were approximately $2.7 million, related to cash
expenditures for investment fees for the initial creation of the Fund.

Cash flows used in investing activities for the six months ended June 30, 2005
were approximately $7.6 million, primarily related to capital expenditures for
oil and gas properties. Investing activities relate to the actual purchase of
wells, infrastructure and other capital items unrelated to operating activities
occurring after a well has begun producing.

Cash flows used in investing activities for the period March 1, 2004 (Inception)
through June 30, 2004 were approximately $7.9 million, primarily related to
capital expenditures for oil and gas properties.

Cash flows used in financing activities for the six months ended June 30, 2005
were approximately $0.2 million, related to distributions to shareholders and
the Manager.

Cash flows provided by financing activities for the period March 1, 2004
(Inception) through June 30, 2004 were approximately $50.7 million, primarily
related to contributions of approximately $54.4 million from shareholders,
offset by syndication costs paid of approximately $3.7 million.

                                       26
<PAGE>

We expect to meet our cash commitments for the next twelve months from our cash
and investments on hand.

Estimated Capital Expenditures

The Fund has entered into multiple 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. For projects committed as of June 30, 2005,
such estimated capital expenditures to be spent total approximately $6.6
million, all of which is expected to be paid out of the unspent capital
contribution within the following 12 months.

The table below presents exploration and development capital expenditures from
inception as well as estimated budgeted amounts for future periods:

  Estimated Capital Expenditures
  As of June 30, 2005
  In thousands              Total Project     Spent Through       To be Spent
                                Costs         June 30, 2005     Next 12 Months
  Projects                      -----         -------------     --------------
  West Cameron 76 (i)          $ 4,376           $     -           $ 4,376
  West Cameron 556 (i)          11,600            10,307             1,293
  East Cameron 299 (ii)         20,008            19,323               685
  High Island 53 (iii)           9,831             9,575               256
                               -------           -------           -------
                               $45,815           $39,205           $ 6,610
                               =======           =======           =======

        (i)     Assumes the wells are commercially successful. If one or more of
                the wells is dry, the development capital will be reallocated to
                one or more new unspecified projects.
        (ii)    East Cameron 299 project consists of three wells, as of June 30,
                2005 the C-10 and C-11 wells are producing, the C-12 well is a
                dry-hole.
        (iii)   High Island 53 well was determined to be a dry-hole in January
                2005.


                                      27
<PAGE>

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The principal market risks to which the Fund is exposed that may adversely
impact the Fund's results of operations and financial position are changes in
oil and natural gas prices. The Fund has no market risk sensitive instruments
held for trading purposes. Information about market risks for the three months
ended June 30, 2005, does not differ materially from that discussed in Form
10-K/A.

Item 4. Controls and Procedures

(a)  Conclusion Regarding the Effectiveness of Disclosure Controls and
Procedures

The Fund maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the reports that the Fund
files or submits as defined in Rules 13a-15(e) of the Securities and Exchange
Act of 1934, as amended ("Exchange Act") is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission ("SEC") rules and forms, and that such information is accumulated and
communicated to the Chief Executive Officer ("CEO") and Chief Financial Officer
("CFO") to allow timely decisions regarding required disclosures.

The Fund, under the supervision and with the participation of management,
including the CEO and CFO, evaluated the effectiveness of the design and
operation of our disclosure controls and procedures (as defined in Rule
13a-15(e) under the Securities Exchange Act of 1934) as of June 30, 2005
("Evaluation Date"). Based on our initial evaluation, our CEO and CFO concluded
that our disclosure controls and procedures were effective as of the Evaluation
Date.

However, subsequent to the Evaluation Date, as reported under Item 4.02 of the
Form 8-K filed by the Fund on December 20, 2006, on December 15, 2006, the
Manager of the Fund, Ridgewood Energy Corporation, concluded that the Fund's
financial statements as of and for the period from March 1, 2004 (Inception) to
December 31, 2004 and as of and for the year ended December 31, 2005 as included
in the Fund's Form 10 registration statement and Annual Report on Form 10-K
should no longer be relied upon and should be restated to correct for errors
detected by management. The Fund is filing amendments to its Form 10 and Form
10-K, as well as amendments to its Quarterly Reports on Form 10-Q and Form
10-Q/A for the quarterly periods ended March 31, 2005, June 30, 2005, September
30, 2005 and March 31, 2006 as a result of these restatements.

Accordingly, subsequent to the Evaluation Date, management of the Fund concluded
that we had material weaknesses in our internal control over financial reporting
as of the Evaluation Date. Because of the existence of these material
weaknesses, our CEO and CFO have concluded that our disclosure controls and
procedures were not effective as of such date. As of December 22, 2006, we
believe we have addressed the material weaknesses through the institution of the
material weakness remediation plans described below.

                                       28
<PAGE>

(b)  Changes in Internal Control over Financial Reporting

In the course of our initial evaluation of disclosure controls and procedures,
management considered certain internal control areas in which we have made and
are continuing to make changes to improve and enhance controls. Based upon that
evaluation, the CEO and CFO concluded that there were no changes in our internal
control over financial reporting identified in connection with the evaluation
required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred
during the quarter ended June 30, 2005 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.

(c)  Material Weaknesses

After examining certain transactions and reviewing reconciliations from 2004 and
2005, various accounting errors were identified. Based upon management's review,
it has been determined these errors were inadvertent and unintentional. As a
result of these initial findings, on December 15, 2006, management announced the
Fund would restate its previously filed financial statements. Management
expanded the scope of the review to include accounting principles generally
accepted in the United States ("GAAP") and financial reporting procedures
surrounding GAAP pre and post-closing procedures.

Management concluded the reason for these errors primarily related to the lack
of technical accounting expertise relating to certain GAAP processing,
recording, summarizing and reporting processes.

The Fund had the following weaknesses.

     o    Insufficient training programs, and formalized policies and procedures
          on documenting financial controls, to ensure the ongoing application
          and execution of controls;
     o    Staff lacking sufficient technical accounting expertise in GAAP and
          SEC requirements; and
     o    Lack of resources necessary to perform consistent, routine analytical
          reviews of the GAAP financial results, including key balance sheet and
          income statement account analyses.

(d)  Material Weaknesses Remediated

Management has been and is committed to remediation of weaknesses, as well as to
continual improvement of the Fund's overall system of internal control over GAAP
financial reporting. Management has developed and implemented remediation
procedures for each of the weaknesses, and has undergone efforts to
significantly strengthen the existing finance organization and systems across
the Fund. These efforts included the addition of finance resources which

                                       29
<PAGE>

provided technical support and oversight of financial processes. In addition,
various employees attended training programs. The Fund also utilized additional
resources to assist in the program management aspect of each weakness in its
remediation design.

The remediation plans were initially instituted in 2006, and have been evaluated
by management. Based on these evaluations, management has determined the
corrective actions have been implemented to address the weaknesses.

With respect to the weaknesses, the following remediation actions have been
implemented throughout the year:

     o    Created detailed training programs and policies and procedures
          surrounding the accounting for oil and natural gas projects and GAAP
          and SEC financial reporting controls;
     o    Expansion of accounting and SEC reporting staff and various resources,
          by hiring five personnel with GAAP and/or SEC accounting and reporting
          expertise; and
     o    Enhanced tools and added appropriate resources to perform consistent,
          routine analytical reviews of the GAAP financial results, including
          key balance sheet and income statement account analyses.

On December 22, 2006, management, as a result of its ongoing evaluation of the
effectiveness of the Fund's "disclosure controls and procedures" (as defined in
the Securities Exchange Act of 1934 as amended (the "34 Act") Rules 13a-15(e)
and 15d-15(e)) and "internal control over financial reporting" (as defined in
the 34 Act Rules 13a-15(f) and 15d-15(f)), concluded the material weaknesses
disclosed in this Item 4 had been addressed and remediated.


                                       30
<PAGE>

Part II. Other Information

Item 6.   Exhibits

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




                                       31
<PAGE>

                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Form 10-Q/A report to be signed on its behalf by
the undersigned, thereunto duly authorized.

Dated:  February 20, 2007                 RIDGEWOOD ENERGY K FUND, LLC

                             By:     /s/  ROBERT E. SWANSON
                                   Name:  Robert E. Swanson
                                  Title:  President and Chief Executive Officer
                                          (Principal Executive Officer)

Dated:  February 20, 2007
                             By:     /s/  KATHLEEN P. MCSHERRY
                                   Name:  Kathleen P. McSherry
                                  Title:  Senior Vice President and
                                          Chief Financial Officer
                                          (Principal Financial and
                                          Accounting Officer)





                                       32
<PAGE>


          Exhibit Index

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





                                       33