UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION





Washington,
D.C. 20549





FORM
10-Q





ý
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the quarterly period ended September 30,
2009


or





o
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the transition period from 
      to





Commission
File No. 000-53584





RIDGEWOOD
ENERGY Y FUND, LLC


(Exact
name of registrant as specified in its charter)





Delaware
              (State
      or other jurisdiction of
              incorporation
      or organization)
            
            26-2417032
              (I.R.S.
      Employer
              Identification
      No.)





947
Linwood Avenue, Ridgewood, NJ  07450


(Address
of principal executive offices) (Zip code)





(800)
942-5550


(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 xNo
o





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).     Yes o
     No o





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




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


Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes
oNo
x





There is
no market for the shares. As of October 27, 2009 there are 492.3709 shares
outstanding.












Table of ContentsPagePART
      I - FINANCIAL INFORMATIONItem 1.
              Financial Statements:
              1Unaudited Condensed Balance Sheets as of September 30, 2009 and
      December 31, 2008
              1Unaudited Condensed Statements of Operations for the three
      months ended September 30,
                2009 and 2008, for the nine months ended September 30, 2009
      and for the period March 25,
                2008 (Inception) through September 30,
2008
              2Unaudited Condensed Statements of Cash Flows for the nine
      months ended September 30,
                2009 and for the period March 25, 2008 (Inception) through
      September 30, 2008
              3Notes to Unaudited Condensed Financial
      Statements
              4Item 2.
              Management's Discussion and Analysis of Financial Condition
      and Results of Operations
              10Item 3.
              Quantitative and Qualitative Disclosures about Market
      Risk
              15Item 4.
              Controls and Procedures
              15PART
      II - OTHER INFORMATIONItem 1.
              Legal Proceedings
              15Item 1A.
              Risk Factors
              15Item 2.
              Unregistered Sales of Equity Securities and Use of
      Proceeds
              15Item 3.
              Defaults Upon Senior Securities
              15Item 4.
              Submission of Matters to a Vote of Security
      Holders
              15Item 5.
              Other Information
              16Item 6.
              Exhibits
              16SIGNATURES
              16




Table of Contents


PART
      I - FINANCIAL INFORMATIONITEM 1.  FINANCIAL STATEMENTSRIDGEWOOD ENERGY Y FUND, LLCUNAUDITED
      CONDENSED BALANCE SHEETS(in
      thousands, except share data)September
      30, 2009
                
                
                December
      31, 2008ASSETSCurrent
      assets:Cash
      and cash equivalents
                
                $
                16,066
                
                
                $
                15,075Short-term
      investments in marketable securities
                
                
                33,015
                
                
                
                50,063Production
      receivable
                
                
                30
                
                
                
                -Other
      current assets
                
                
                63
                
                
                
                227Total
      current assets
                
                
                49,174
                
                
                
                65,365Salvage
      fund
                
                
                1,052
                
                
                
                1,032Oil
      and gas properties:Advances
      to operators for working interests and expenditures
                
                
                11
                
                
                
                4,456Unproved
      properties
                
                
                5,494
                
                
                
                4,923Proved
      properties
                
                
                6,206
                
                
                
                -Less:  accumulated
      depletion and amortization
                
                
                (438
                )
                
                
                -Total
      oil and gas properties
                
                
                11,273
                
                
                
                9,379Total
      assets
                
                $
                61,499
                
                
                $
                75,776LIABILITIES
      AND MEMBERS' CAPITALCurrent
      liabilities:Due
      to operators
                
                $
                2,270
                
                
                $
                2,415Accrued
      expenses
                
                
                205
                
                
                
                105Total
      current liabilities
                
                
                2,475
                
                
                
                2,520Asset
      retirement obligations
                
                
                116
                
                
                
                -Total
      liabilities
                
                
                2,591
                
                
                
                2,520Commitments
      and contingencies (Note 8)Members'
      capital:Manager:Distributions
                
                
                (32
                )
                
                
                -Accumulated
      deficit
                
                
                (688
                )
                
                
                (298
                )Manager's
      total
                
                
                (720
                )
                
                
                (298
                )Shareholders:Capital
      contributions (500 shares authorized;492.3709
      issued and outstanding)
                
                
                97,818
                
                
                
                97,818Syndication
      costs
                
                
                (11,668
                )
                
                
                (11,668
                )Distributions
                
                
                (179
                )
                
                
                -Accumulated
      deficit
                
                
                (26,343
                )
                
                
                (12,596
                )Shareholders'
      total
                
                
                59,628
                
                
                
                73,554Total
      members' capital
                
                
                58,908
                
                
                
                73,256Total
      liabilities and members' capital
                
                $
                61,499
                
                
                $
                75,776
 The
accompanying notes are an integral part of these unaudited condensed financial
statements.
 1
 Table of Contents
  RIDGEWOOD ENERGY Y FUND, LLCUNAUDITED
      CONDENSED STATEMENTS OF OPERATIONS(in
      thousands, except per share data)For
      the periodMarch
      25, 2008Three
      months ended September 30,
                    
                    
                    Nine
      months ended
                    
                    
                    (Inception)
      through2009
                    
                    
                    2008
                    
                    
                    September
      30, 2009
                    
                    
                    September
      30, 2008RevenueOil
      and gas revenue
                    
                    $
                    277
                    
                    
                    $
                    -
                    
                    
                    $
                    449
                    
                    
                    $
                    -ExpensesDepletion
      and amortization
                    
                    
                    289
                    
                    
                    
                    -
                    
                    
                    
                    438
                    
                    
                    
                    -Dry-hole
      costs
                    
                    
                    1,428
                    
                    
                    
                    3,254
                    
                    
                    
                    12,039
                    
                    
                    
                    3,254Investment
      fees to affiliate (Note 6)
                    
                    
                    -
                    
                    
                    
                    1,457
                    
                    
                    
                    -
                    
                    
                    
                    4,076Management
      fees to affiliate (Note 6)
                    
                    
                    497
                    
                    
                    
                    500
                    
                    
                    
                    1,626
                    
                    
                    
                    630Operating
      expenses
                    
                    
                    38
                    
                    
                    
                    21
                    
                    
                    
                    50
                    
                    
                    
                    21General
      and administrative expenses
                    
                    
                    172
                    
                    
                    
                    110
                    
                    
                    
                    629
                    
                    
                    
                    147Total
      expenses
                    
                    
                    2,424
                    
                    
                    
                    5,342
                    
                    
                    
                    14,782
                    
                    
                    
                    8,128Loss
      from operations
                    
                    
                    (2,147
                    )
                    
                    
                    (5,342
                    )
                    
                    
                    (14,333
                    )
                    
                    
                    (8,128
                    )Other
      incomeInterest
      income
                    
                    
                    30
                    
                    
                    
                    187
                    
                    
                    
                    196
                    
                    
                    
                    197Net
      loss
                    
                    $
                    (2,117
                    )
                    
                    $
                    (5,155
                    )
                    
                    $
                    (14,137
                    )
                    
                    $
                    (7,931
                    )Manager
      InterestNet
      loss
                    
                    $
                    (77
                    )
                    
                    $
                    (122
                    )
                    
                    $
                    (390
                    )
                    
                    $
                    (146
                    )Shareholder
      InterestNet
      loss
                    
                    $
                    (2,040
                    )
                    
                    $
                    (5,033
                    )
                    
                    $
                    (13,747
                    )
                    
                    $
                    (7,785
                    )Net
      loss per share
                    
                    $
                    (4,143
                    )
                    
                    $
                    (10,222
                    )
                    
                    $
                    (27,920
                    )
                    
                    $
                    (15,811
                    )
  2
 Table of Contents




RIDGEWOOD ENERGY Y FUND, LLCUNAUDITED
      CONDENSED STATEMENTS OF CASH FLOWS(in
      thousands)For
      the periodMarch
      25, 2008Nine
      months ended
                
                
                (Inception)
      throughSeptember
      30, 2009
                
                
                September
      30, 2008Cash
      flows from operating activitiesNet
      loss
                
                $
                (14,137
                )
                
                $
                (7,931
                )Adjustments
      to reconcile net loss to net cashused
      in operating activities:Depletion
      and amortization
                
                
                438
                
                
                
                -Dry-hole
      costs
                
                
                12,039
                
                
                
                3,254Accretion
      expense
                
                
                2
                
                
                
                -Interest
      earned on marketable securities
                
                
                (171
                )
                
                
                -Changes
      in assets and liabilities:Increase
      in production receivable
                
                
                (30
                )
                
                
                -Decrease
      (increase) in other current assets
                
                
                85
                
                
                
                (88
                )Increase
      in due to operators
                
                
                42
                
                
                
                -Increase
      in accrued expenses
                
                
                117
                
                
                
                64(Decrease)
      increase in due to affiliates
                
                
                (5
                )
                
                
                149Net
      cash used in operating activities
                
                
                (1,620
                )
                
                
                (4,552
                )Cash
      flows from investing activitiesPayments
      to operators for working interestsand
      expenditures
                
                
                (11
                )
                
                
                (554
                )Capital
      expenditures for oil and gas properties
                
                
                (14,354
                )
                
                
                (539
                )Investments
      in marketable securities
                
                
                (32,991
                )
                
                
                -Investments
      in salvage fund
                
                
                (20
                )
                
                
                (1,026
                )Proceeds
      from maturity of investments
                
                
                50,210
                
                
                
                -Net
      cash provided by (used in) investing activities
                
                
                2,834
                
                
                
                (2,119
                )Cash
      flows from financing activitiesDistributions
                
                
                (211
                )
                
                
                -Contributions
      from shareholders
                
                
                -
                
                
                
                89,798Syndication
      costs
                
                
                (12
                )
                
                
                (10,330
                )Net
      cash (used in) provided by financing activities
                
                
                (223
                )
                
                
                79,468Net
      increase in cash and cash equivalents
                
                
                991
                
                
                
                72,797Cash
      and cash equivalents, beginning of period
                
                
                15,075
                
                
                
                -Cash
      and cash equivalents, end of period
                
                $
                16,066
                
                
                $
                72,797Supplemental
      schedule of non-cash investing activitiesAdvances
      used for capital expenditures in oil and gas properties
                  reclassified
      to proved properties and dry-hole costs
                
                $
                4,456
                
                
                $
                -
 The
accompanying notes are an integral part of these unaudited condensed financial
statements.




3
 Table of Contents





RIDGEWOOD ENERGY Y FUND, LLC


NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS





1.   Organization
and Purpose





The
Ridgewood Energy Y Fund, LLC (the "Fund"), a Delaware limited liability company,
was formed on March 25, 2008 and operates pursuant to a limited liability
company agreement (the "LLC Agreement") dated as of May 1, 2008 by and among
Ridgewood Energy Corporation (the "Manager"), and the shareholders of the Fund.
The Fund was organized to acquire interests in oil and natural gas properties
located in the United States offshore waters of Texas, Louisiana and Alabama in
the Gulf of Mexico.  Although the date of formation is March 25, 2008,
the Fund did not begin business activities until May 1, 2008 when it began its
private offering of shares. In June 2009, the Fund began earning revenue and, as
a result, was determined by the Manager to no longer be an exploratory stage
enterprise.





The
Manager has direct and exclusive control over the management of the Fund's
operations. With respect to project investments, the Manager locates potential
projects, conducts appropriate due diligence and negotiates and completes the
transactions in which the investments are made. The Manager performs, or
arranges for the performance of, the management, advisory and administrative
services required for Fund operations. Such services include, without
limitation, the administration of shareholder accounts, shareholder relations
and the preparation, review and dissemination of tax and other financial
information.  In addition, the Manager provides office space,
equipment and facilities and other services necessary for Fund
operations.  The Manager also engages and manages the contractual
relations with unaffiliated custodians, depositories, accountants, attorneys,
broker-dealers, corporate fiduciaries, insurers, banks and others as
required.  See Notes 2, 6 and 8.





2.   Summary
of Significant Accounting Policies





Basis
of Presentation


These
unaudited interim condensed financial statements have been prepared by the
Fund’s management in accordance with accounting principles generally accepted in
the United States of America (“GAAP”) and in the opinion of management, contain
all adjustments (consisting of only normal recurring adjustments) necessary to
present fairly the Fund’s financial position, results of operations and cash
flows for the periods presented. Certain information and note disclosures
normally included in annual financial statements prepared in accordance with
GAAP have been omitted in these unaudited interim condensed financial
statements.  The results of operations, financial position, and cash
flows for the periods presented herein are not necessarily indicative of future
financial results.  These unaudited interim condensed financial
statements should be read in conjunction with the Fund’s December 31, 2008
financial statements and notes thereto included in the Fund’s Registration
Statement on Form 10 filed with the Securities and Exchange Commission
(“SEC”).  The year-end condensed balance sheet data was derived from
audited financial statements, but does not include all disclosures required by
GAAP.  The Fund has assessed the impact of subsequent events through
October 27, 2009, the date of the issuance of its financial
statements, and has concluded that there were no such events that require
adjustment to, or disclosure in, the notes to the financial
statements.





Use
of Estimates


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





Cash
and Cash Equivalents


All
highly liquid investments with maturities, when purchased, of three months or
less, are considered cash and cash equivalents.  At times, bank deposits
may be in excess of federally insured limits.  At September 30, 2009, bank
balances exceeded federally insured limits by $5.4 million, of which $5.3
million was invested in money market accounts that invest
solely in U.S. Treasury bills and notes.  Effective October 2008
through December 31, 2013, federally insured limits have been increased from
$0.1 million to $0.25 million for interest bearing
deposits.  Additionally, non-interest bearing deposits are fully
insured through December 31, 2009, after which they will be included in the
$0.25 million limits.





Investments
in Marketable Securities


At times,
the Fund may invest in U.S. Treasury bills and notes.  These
investments are considered short-term when their maturities are one year or
less, and long-term when their maturities are greater than one
year.  At September 30, 2009 and December 31, 2008, the Fund had
held-to-maturity investments totaling $33.0 million and $50.1 million,
respectively. Held-to-maturity investments are those securities that the Fund
has the ability and intent to hold until maturity, and are recorded at cost plus
accrued income, adjusted for the amortization of premiums and discounts, which
approximates fair value.  The held-to-maturity investments held at
September 30, 2009 mature in December 2009.




4
 Table of Contents





For all
investments, interest income is accrued as earned and amortization of premium or
discount, if any, is included in interest income.





Salvage
Fund


The Fund
deposits in a separate interest-bearing account, or a salvage fund, money to
provide for the dismantling and removal of production platforms and facilities
and plugging and abandoning its wells at the end of their useful lives, in
accordance with applicable federal and state laws and regulations.  At
September 30, 2009, the Fund had investments in U.S. Treasury securities within
its salvage fund that are classified as held-to-maturity, totaling $1.0 million,
which mature in August 2013.





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





Oil
and Gas Properties


The Fund
invests in oil and gas properties, which are operated by unaffiliated entities
that 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 is billed by operators.





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





Upon the
sale or retirement of a proved property, the cost and related accumulated
depletion and amortization will be eliminated from the property accounts, and
the resultant gain or loss is recognized.  Upon the sale or retirement
of an unproved property, gain or loss on the sale is recognized.





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





At
September 30, 2009 and December 31, 2008, amounts recorded in due to operators
totaling $2.2 million and $2.4 million, respectively, related to capital
expenditures for oil and gas properties.





Advances
to Operators for Working Interests and Expenditures


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





Asset
Retirement Obligations


For oil
and gas properties, there are obligations to perform removal and remediation
activities when the properties are retired.   When a project reaches
drilling depth and is determined to be either proved or dry, an asset retirement
obligation is incurred. Plug and abandonment costs associated with unsuccessful
projects are expensed as dry-hole costs.  The following table presents
changes in asset retirement obligations for the nine months ended September 30,
2009.  At December 31, 2008 the Fund had not incurred any asset
retirement obligations.




5
 Table of Contents




September
      30, 2009(in
      thousands)Balance
      - Beginning of period
                
                $
                -Liabilities
      incurred
                
                
                114Liabilities
      settled
                
                
                -Accretion
      expense
                
                
                2Balance
      - End of period
                
                $
                116





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





Syndication
Costs


Syndication
costs are direct costs incurred by the Fund in connection with the offering of
the Fund’s shares, including professional fees, selling expenses and
administrative costs payable to the Manager, an affiliate of the Manager and
unaffiliated broker-dealers, which are reflected on the Fund’s balance sheet as
a reduction of shareholders’ capital.





Revenue
Recognition and Imbalances


Oil and
gas revenues are recognized when oil and gas is sold to a purchaser at a
fixed or determinable price, when delivery has occurred and title has
transferred, and if collectibility of the revenue is
probable.





The Fund
uses the sales method of accounting for gas production imbalances. The volumes
of gas sold may differ from the volumes to which the Fund is entitled based on
its interests in the properties. These differences create imbalances that are
recognized as a liability only when the properties’ estimated remaining reserves
net to the Fund will not be sufficient to enable the under-produced owner to
recoup its entitled share through production. The Fund’s recorded liability, if
any, would be reflected in other liabilities. No receivables are recorded for
those wells where the Fund has taken less than its share of
production.





Impairment
of Long-Lived Assets


The Fund
reviews the value of its oil and gas properties whenever management determines
that events and circumstances indicate that the recorded carrying value of
properties may not be recoverable. Impairments of producing properties are
determined by comparing future net undiscounted cash flows to the net book value
at the end of each period. If the net book value exceeds the future net
undiscounted cash flows, the carrying value of the property is written down to
fair value, which is determined using net discounted future cash flows from the
producing property. The Fund provides for impairments on unproved properties
when it determines that the property will not be developed or a permanent
impairment in value has occurred.  The fair value determinations
require considerable judgment and are sensitive to change.  Different
pricing assumptions, reserve estimates or discount rates could result in a
different calculated impairment. Given the volatility of oil and gas prices, it
is reasonably possible that the Fund’s estimate of discounted future net cash
flows from proved oil and gas reserves could change in the near term. If oil and
gas prices decline significantly, even if only for a short period of time, it is
possible that write-downs of oil and gas properties could occur.





Depletion
and Amortization


Depletion
and amortization of the cost of proved oil and gas properties are calculated
using the units-of-production method.  Proved developed reserves are used
as the base for depleting capitalized costs associated with successful
exploratory well costs.  The sum of proved developed and proved undeveloped
reserves is used as the base for depleting or amortizing leasehold acquisition
costs, the costs to acquire proved properties and platform and pipeline
costs.  The Fund’s properties began production in June
2009.





Income
Taxes


No
provision is made for income taxes in the financial statements. The Fund is a
limited liability company, and as such, the Fund’s income or loss is passed
through and included in the tax returns of the Fund’s shareholders.





Income
and Expense Allocation


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




6
 Table of Contents





3.   Recent
Accounting Standards





In
June 2009, the Financial Accounting Standards Board (“FASB”) issued
Accounting Standards Codification (“ASC”), as the source of GAAP to be applied
to nongovernmental agencies. This guidance explicitly recognizes rules and
interpretive releases of the SEC under authority of federal securities laws as
authoritative GAAP for SEC registrants. It is effective for interim or annual
periods ending after September 15, 2009.  The guidance was adopted for the
third quarter of 2009 and did not have a material impact on the Fund’s financial
statements.





In
May 2009, the FASB issued guidance on subsequent events, which sets forth
general standards of accounting for and disclosure of events that occur after
the balance sheet date but before financial statements are issued or are
available to be issued. The guidance was adopted effective for the second
quarter of 2009 and did not have a material impact on the Fund’s financial
statements.





In
April 2009, the FASB issued guidance on interim disclosures about fair
value of financial instruments, which requires quarterly disclosure of
information about the fair value of financial instruments.  The guidance
was adopted effective for the second quarter of 2009 and did not have a material
impact on the Fund’s financial statements.





In April
2009, the FASB issued guidance on the recognition and presentation of
other-than-temporary impairments, which amends the other-than-temporary
impairment guidance for debt securities to make the guidance more operational
and to improve the presentation and disclosure of other-than-temporary
impairments on debt and equity securities in the financial statements. This
guidance does not amend existing recognition and measurement guidance related to
other-than-temporary impairments of equity securities. This guidance does not
require disclosures for earlier periods presented for comparative purposes at
initial adoption. In periods after initial adoption, this guidance requires
comparative disclosures only for periods ending after initial adoption. The
guidance was adopted effective for the second quarter of 2009 and did not have a
material impact on the Fund’s financial statements.





In
September 2006, the FASB issued guidance related to fair value measurements.
This guidance provides a common definition of fair value as the price that would
be received to sell an asset or paid to transfer a liability in a transaction
between market participants. The FASB also issued guidance on the methods used
to measure fair value and required expanded disclosures related to fair value
measurements. The Fund adopted this guidance for financial assets and financial
liabilities effective January 1, 2008 and for non-financial assets and
non-financial liabilities effective January 1, 2009.  The adoption did not
have a material impact on the Fund’s financial statements.





In
December 2008, the SEC issued Release No. 33-8995, “Modernization of
Oil and Gas Reporting” (“Release No. 33-8995”), amending oil and gas reporting
requirements under Rule 4-10 of Regulation S-X and Industry Guide 2 in
Regulation S-K.  The new requirements provide for consideration of new
technologies in evaluating reserves, allow companies to disclose their probable
and possible reserves to investors, report oil and gas reserves using an average
price based on the prior 12-month period rather than year-end prices, and revise
the disclosure requirements for oil and gas operations.  The final rules
are effective for fiscal years ending on or after
December 31, 2009.  The Fund does not expect the adoption of
Release No. 33-8995 to have a material impact on its financial statements and
disclosures.





4.   Unproved
Properties - Capitalized Exploratory Well Costs





Leasehold
acquisition and exploratory drilling costs are capitalized pending determination
of whether the well has found proved reserves.  Unproved properties are
assessed on a quarterly basis by evaluating and monitoring if sufficient
progress is made on assessing the reserves.  At September 30, 2009, the
Fund had no unproved properties with capitalized exploratory well costs in
excess of one year. The following table reflects the net changes in unproved
properties for the nine months ended September 30, 2009 and for the period March
25, 2008 (Inception) through December 31, 2008.





7
 Table of Contents


September
      30, 2009
                
                
                December
      31, 2008(in
      thousands)Balance,
      beginning of period
                
                $
                4,923
                
                
                $
                -Additions
      to capitalized exploratory well costspending
      the determination of proved reserves
                
                
                6,887
                
                
                
                4,923Reclassifications
      to proved properties based onthe
      determination of proved reserves
                
                
                (5,087
                )
                
                
                -Capitalized
      exploratory well costs charged todry-hole
      costs
                
                
                (1,229
                )
                
                
                -Balance,
      end of period
                
                $
                5,494
                
                
                $
                4,923





Capitalized
exploratory well costs are expensed as dry-hole costs in the event that reserves
are not found or are not in sufficient quantities to complete the well and
develop the field.  Dry-hole costs, inclusive of plug and abandonment
expenses, are detailed in the following table.


For
      the periodMarch
      25, 2008Three
      months ended September 30,
                
                
                Nine
      months ended
                
                (Inception)
      throughProject
                
                2009
                
                
                2008
                
                
                September
      30, 2009
                
                September
      30, 2008(in
      thousands)Neptune
      Project
                
                $
                -
                
                
                $
                -
                
                
                $
                10,330
                
                
                $
                -Eagle
      Project
                
                
                1,388
                
                
                
                -
                
                
                
                1,388
                
                
                
                -Bison
      Project
                
                
                40
                
                
                
                -
                
                
                
                321
                
                
                
                -Eos
      Project
                
                
                -
                
                
                
                3,254
                
                
                
                -
                
                
                
                3,254$
                1,428
                
                
                $
                3,254
                
                
                $
                12,039
                
                
                $
                3,254


5.   Distributions





Distributions
to shareholders are allocated in proportion to the number of shares
held.  Certain shares have early investment incentive and advance
distribution rights, as defined in the LLC Agreement, which range from
approximately $3 thousand to $16 thousand per share. The Fund began making
distributions in August 2009.





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





Available
cash from dispositions, as defined in the 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.





6.   Related
Parties





For the
period March 25, 2008 (Inception) through September 30, 2008, the Fund incurred
a one-time investment fee of approximately 4.5% of initial capital
contributions, or $4.1 million, payable to the Manager.  Such fees
were payable for services of investigating and evaluating investment
opportunities and effecting transactions and are expensed as
incurred.  There were no investment fees incurred during the three and
nine months ended September 30, 2009. At December 31, 2008, investment fees
totaling $5 thousand were payable to the Manager, which are included in accrued
expenses.  There were no such amounts outstanding at September 30,
2009.





In 2008,
the Fund incurred an offering fee, payable to the Manager, totaling $3.4
million, which approximated 3.5% of capital contributions, directly related to
the offer and sale of shares of the Fund.  Such offering fee is
included in syndication costs of $11.7 million.  At December 31, 2008,
offering fees totaling $3 thousand were payable to the Manager, which are
included in accrued expenses.  There were no such amounts outstanding
at September 30, 2009.





In 2008,
Ridgewood Securities Corporation, a registered broker-dealer affiliated with the
Manager, was paid commissions and placement fees for shares sold of the Fund of
$0.1 million and $1.0 million, respectively, which are reflected in syndication
costs. At December 31, 2008, placement fees totaling $1 thousand were payable to
such affiliate, which are included in accrued expenses.  There were no
such amounts outstanding at September 30, 2009.




8
 Table of Contents





The LLC
Agreement provides that the Manager render management, administrative and
advisory services.  For such services, the Manager is paid an annual
management fee, payable monthly, of 2.5% of total capital contributions, net of
cumulative dry-hole and related well costs incurred by the
Fund.  Management fees for each of the three months ended September
30, 2009 and 2008 were $0.5 million. Management fees for the nine months ended
September 30, 2009 and for the period March 25, 2008 (Inception) through
September 30, 2008 were $1.6 million and $0.6 million,
respectively.





At times,
short-term payables and receivables, which do not bear interest, arise from
transactions with affiliates in the ordinary course of business. At September
30, 2009 and December 31, 2008, there were no such amounts payable or
receivable.





None of
the compensation paid to 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





At
September 30, 2009 and December 31, 2008, cash and cash equivalents, short-term
investments in marketable securities, production receivable, salvage fund and
accrued expenses approximate fair value.





8.   Commitments
and Contingencies





Capital
Commitments


The Fund
has entered into multiple agreements for the drilling and development of its
investment properties. The estimated capital expenditures associated with these
agreements vary depending on the stage of development on a property-by-property
basis.  As of September 30, 2009, the Fund had committed to spend an
additional $4.1 million related to its investment properties.





Environmental
Considerations


The
exploration for and development of oil and natural gas involves the extraction,
production and transportation of materials which, under certain conditions, can
be hazardous or cause environmental pollution problems.  The Manager
and operators of the Fund’s properties are continually taking action they
believe appropriate to satisfy applicable federal, state and local environmental
regulations and do not currently anticipate that compliance with federal, state
and local environmental regulations will have a material adverse effect upon
capital expenditures, results of operations or the competitive position of the
Fund in the oil and gas industry.  However, due to the significant
public and governmental interest in environmental matters related to those
activities, the Manager cannot predict the effects of possible future
legislation, rule changes, or governmental or private claims.  At
September 30, 2009 and December 31, 2008, there were no known environmental
contingencies that required the Fund to record a liability.





Insurance
Coverage


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




9
 Table of Contents





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





Cautionary
Statement Regarding Forward-Looking Statements





Certain
statements in this Quarterly Report on Form 10-Q (“Quarterly Report”) and
the documents Ridgewood Energy Y Fund, LLC (the “Fund”) has incorporated by
reference into this Quarterly Report, other than purely historical information,
including estimates, projections, statements relating to the Fund’s business
plans, strategies, objectives and expected operating results, and the
assumptions upon which those statements are based, are forward-looking
statements based on current expectations and assumptions that are subject to
risks and uncertainties that may cause actual results to differ materially from
the forward-looking statements. These forward-looking statements generally are
identified by the words “believe,” “project,” “expect,” “anticipate,”
“estimate,” “intend,” “strategy,” “plan,” “target,” “pursue,” “may,” “will
likely result,” and similar expressions.  Examples of such events that
could cause actual results to differ materially from historical results or those
anticipated include weather conditions, such as hurricanes, changes in market
conditions affecting the pricing of oil and natural gas, the cost and
availability of equipment, and changes in governmental
regulations.  The Fund undertakes no obligation to update or revise
publicly any forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.





Critical
Accounting Policies and Estimates





The
following discussion and analysis of the Fund’s financial condition and
operating results is based on its financial statements.  The
preparation of this Quarterly Report requires the Fund to make estimates and
assumptions that affect the reported amount of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the Fund’s
financial statements, and the reported amount of revenue and expense during the
reporting period. Actual results may differ from those estimates and
assumptions.  See “Notes to Unaudited Condensed Financial Statements”
in Part I of this Quarterly Report for a presentation of the Fund’s significant
accounting policies.  No changes have been made to the Fund’s critical
accounting policies and estimates disclosed in its Registration Statement on
Form 10 filed on February 17, 2009.





Overview
of the Fund’s Business





The Fund
is a Delaware limited liability company formed on March 25, 2008 to acquire
interests in oil and natural gas properties located in the United States
offshore waters of Texas, Louisiana and Alabama in the Gulf of
Mexico.  Ridgewood Energy Corporation (“Ridgewood Energy” or the
“Manager”) a Delaware corporation, is the Manager. As the Manager, Ridgewood
Energy has direct and exclusive control over the management of the Fund’s
operations.  The Fund’s primary investment objective is to generate
cash for distribution to its shareholders through the acquisition of “working
interests” in the exploration, production and sale of oil and natural
gas.





The
Manager performs certain duties on the Fund’s behalf including the evaluation of
potential projects for investment and ongoing management, administrative and
advisory services associated with these projects. For these services, the
Manager receives an annual management fee equal to 2.5% of capital
contributions, net of cumulative dry-hole and related well costs incurred by the
Fund, payable monthly.  The Fund does not currently, nor is there any
plan to operate any project in which the Fund participates. The Manager enters
into operating agreements with third-party operators for the management of all
exploration, development and producing operations, as
appropriate.  The Manager also participates in
distributions.





Business
Update





The Fund
owns working interests and has participated in the drilling of eight wells,
three are currently drilling, one has been determined to be successful and four
have been determined to be dry holes, of which, three were determined to be dry
holes during 2009.





Currently
Drilling


Alpha
Project


In
September 2009, the Fund acquired a 10.0% working interest in the Alpha Project,
a deepwater exploratory well.  The Alpha Project began drilling in
September 2009 and results are expected during the fourth quarter
2009.  Through September 30, 2009, the Fund has spent $1.3 million
related to this well, for which the total estimated budget is $4.4
million.




10
 Table of Contents





Raven
Project


In June
2009, the Fund acquired a 6.25% working interest in the Raven Project, an
exploratory well.   The Raven Project began drilling in September
2009 and results are expected during the fourth quarter 2009.  Through
September 30, 2009, the Fund has spent $0.4 million related to this well, for
which the total estimated budget is $1.4 million.





Ajax
Project


In
December 2008, the Fund acquired a 12.5% working interest in the Ajax Project,
an exploratory well.  The Ajax Project began drilling in January 2009
and reached casing point in the second quarter 2009.  The operator and
joint interest partners of the project are evaluating the commercial viability
of completing the Ajax Project and a decision is expected in the fourth
quarter.  Through September 30, 2009, the Fund spent $3.8 million
related to this property.


Discoveries


Cobalt
Project


In August
2008, the Fund acquired a 12.0% working interest in the Cobalt Project, an
exploratory well.  The Cobalt Project was determined to be a
commercial success in January 2009 and production commenced in June
2009.  The Fund has spent $6.1 million related to this
well.





Dry
Holes


Neptune
Project


In July
2008, the Fund acquired a 20.0% working interest in the Neptune Project, an
exploratory well.  The Neptune Project began drilling in December 2008
and was determined to be an unsuccessful well, or dry hole, in May
2009.  Dry-hole costs of $10.3 million were incurred during the nine
months ended September 30, 2009.





Bison
Project


In
November 2008, the Fund acquired a 8.0% working interest in the Bison Project,
an exploratory well.  The project began drilling in December 2008 and
was determined to be an unsuccessful well, or dry hole, in January 2009.
Dry-hole costs related to this well totaled $0.9 million, of which $0.3 million
were incurred during the nine months ended September 30, 2009.





Eagle
Project


In August
2009, the Fund acquired a 3.0% working interest in the Eagle Project, an
exploratory well.  This project began drilling and was determined to
be an unsuccessful well, or dry hole, in August 2009.  Dry-hole costs
of $1.4 million were incurred during the nine months ended September 30,
2009.





Results
of Operations





The
following table summarizes the Fund’s results of operations for the three months
ended September 30, 2009 and 2008, for the nine months ended September 30, 2009
and for the period March 25, 2008 (Inception) through September 30, 2008 and
should be read in conjunction with the Fund’s financial statements and notes
thereto included within Item 1. “Financial Statements” in Part I of this
Quarterly Report.  Although the date of formation is March 25, 2008,
the Fund did not begin business activities until May 1, 2008, when it initiated
its private offering of shares.




11
 Table of Contents




For
      the periodMarch
      25, 2008Three
      months ended September 30,
                
                
                Nine
      months ended
                
                
                (Inception)
      through2009
                
                
                2008
                
                
                September
      30, 2009
                
                
                September
      30, 2008(in
      thousands)RevenueOil
      and gas revenue
                
                $
                277
                
                
                $
                -
                
                
                $
                449
                
                
                $
                -ExpensesDepletion
      and amortization
                
                
                289
                
                
                
                -
                
                
                
                438
                
                
                
                -Dry-hole
      costs
                
                
                1,428
                
                
                
                3,254
                
                
                
                12,039
                
                
                
                3,254Investment
      fees to affiliate
                
                
                -
                
                
                
                1,457
                
                
                
                -
                
                
                
                4,076Management
      fees to affiliate
                
                
                497
                
                
                
                500
                
                
                
                1,626
                
                
                
                630Operating
      expenses
                
                
                38
                
                
                
                21
                
                
                
                50
                
                
                
                21General
      and administrative expenses
                
                
                172
                
                
                
                110
                
                
                
                629
                
                
                
                147Total
      expenses
                
                
                2,424
                
                
                
                5,342
                
                
                
                14,782
                
                
                
                8,128Loss
      from operations
                
                
                (2,147
                )
                
                
                (5,342
                )
                
                
                (14,333
                )
                
                
                (8,128
                )Other
      incomeInterest
      income
                
                
                30
                
                
                
                187
                
                
                
                196
                
                
                
                197Net
      loss
                
                $
                (2,117
                )
                
                $
                (5,155
                )
                
                $
                (14,137
                )
                
                $
                (7,931
                )


Oil and Gas
Revenue. Oil and gas revenue for the three and nine months ended
September 30, 2009 was $0.3 million and $0.4 million, respectively, related to
the Cobalt Project, which commenced production in June 2009. Prior to June 2009,
the Fund had no producing properties.





During
the three months ended September 30, 2009, the Cobalt Project sold 465 barrels
of oil at an average price of $66 per barrel and 69 thousand mcf of gas at an
average price of $3.36 per mcf. During the nine months ended September 30, 2009,
the Cobalt Project sold 922 barrels of oil at an average price of $67 per barrel
and 107 thousand mcf of gas at an average price of $3.39 per mcf.





Depletion and
Amortization. Depletion and amortization for the three and nine months
ended September 30, 2009 was $0.3 million and $0.4 million, respectively,
related to the Cobalt Project which commenced production in June 2009. Prior to
that time, the Fund had no producing properties.





Dry-hole
Costs. 
Dry-hole costs are those costs incurred to drill and develop a well that is
ultimately found to be incapable of producing either oil or natural gas in
sufficient quantities to justify completion of the well.  The following
table summarizes dry-hole costs for the three months ended September 30, 2009
and 2008, for the nine months ended September 30, 2009 and for the period March
25, 2008 (Inception) through September 30, 2008.




For
      the periodMarch
      25, 2008Three
      months ended September 30,
                
                
                Nine
      months ended
                
                (Inception)
      throughProject
                
                2009
                
                
                2008
                
                
                September
      30, 2009
                
                September
      30, 2008(in
      thousands)Neptune
      Project
                
                $
                -
                
                
                $
                -
                
                
                $
                10,330
                
                
                $
                -Eagle
      Project
                
                
                1,388
                
                
                
                -
                
                
                
                1,388
                
                
                
                -Bison
      Project
                
                
                40
                
                
                
                -
                
                
                
                321
                
                
                
                -Eos
      Project
                
                
                -
                
                
                
                3,254
                
                
                
                -
                
                
                
                3,254$
                1,428
                
                
                $
                3,254
                
                
                $
                12,039
                
                
                $
                3,254


Investment Fees
to Affiliate.  Investment fees for the three months ended
September 30, 2008 and for the period March 25, 2008 (Inception) through
September 30, 2008 were $1.5 million and $4.1 million, respectively, consisting
of a one-time investment fee paid to the Manager for the service of
investigating and evaluating investment opportunities and effecting
transactions.  There were no investment fees during the three and nine
months ended September 30, 2009.




12
 Table of Contents





Management Fees
to Affiliate.Management fees for each of the three months
ended September 30, 2009 and 2008 were $0.5 million.  Management fees
for the nine months ended September 30, 2009 and for the period March 25, 2008
(Inception) through September 30, 2008 were $1.6 million and $0.6 million,
respectively. An annual management fee, totaling 2.5% of the total capital
contributions, net of cumulative dry-hole and related well costs incurred by the
Fund, is paid monthly to the manager.





Operating
Expenses.  Operating expenses include the costs of operating and
maintaining wells and related facilities, geological costs and accretion
expense, as detailed in the following table.





For
      the periodMarch
      25, 2008Three
      months ended September 30,
                
                
                Nine
      months ended
                
                
                (Inception)
      through2009
                
                
                2008
                
                
                September
      30, 2009
                
                
                September
      30, 2008(in
      thousands)Lease
      operating expense
                
                $
                35
                
                
                $
                -
                
                
                $
                46
                
                
                $
                -Geological
      costs
                
                
                2
                
                
                
                21
                
                
                
                2
                
                
                
                21Accretion
      expense
                
                
                1
                
                
                
                -
                
                
                
                2
                
                
                
                -$
                38
                
                
                $
                21
                
                
                $
                50
                
                
                $
                21


Lease
operating expense for the three and nine months ended September 30, 2009 related
to the Cobalt Project.  There was no lease operating expense during
the three months ended September 30, 2008 or for the period March 25, 2008
(Inception) through September 30, 2008.  Geological costs for the
three and nine months ended September 30, 2009 related to the Raven
Project.  Geological costs for the three months ended September 30,
2008 and for the period March 25, 2008 (Inception) through September 30, 2008
were related to the Eos Project.  Accretion expense is related to the asset
retirement obligations established for the Fund’s proved
properties.





General and
Administrative Expenses.  General and administrative expenses
represent costs specifically identifiable or allocable to the Fund, as detailed
in the following table.




For
      the periodMarch
      25, 2008Three
      months ended September 30,
              
              
              Nine
      months ended
              
              
              (Inception)
      through2009
              
              
              2008
              
              
              September
      30, 2009
              
              
              September
      30, 2008(in
      thousands)Insurance
      expense
              
              $
              108
              
              
              $
              75
              
              
              $
              444
              
              
              $
              75Accounting
      fees
              
              
              42
              
              
              
              32
              
              
              
              113
              
              
              
              63Trust
      fees and other
              
              
              22
              
              
              
              3
              
              
              
              72
              
              
              
              9$
              172
              
              
              $
              110
              
              
              $
              629
              
              
              $
              147


Insurance
expense represents premiums related to producing well and control of well
insurance, which varies dependent upon the number of wells producing or
drilling, and director’s and officers’ liability
insurance.  Accounting fees represent annual audit and tax preparation
fees, quarterly reviews and filing fees incurred by the Fund.  Trust
fees represent bank fees associated with the management of the Fund’s cash
accounts.





Interest
Income. Interest income is comprised of interest earned on money market
accounts and investments in U.S. Treasury securities.  For the three
months ended September 30, 2009, interest income was $30 thousand, a $0.2
million decrease from the three months ended September 30, 2008.  The
decrease was the result of lower interest rates earned and an overall reduction
in average outstanding balances earning interest, due to ongoing capital
expenditures for oil and gas properties partially offset by increased capital
contributions.  Interest income for the nine months ended September
30, 2009 and for the period March 25, 2008 (Inception) through September 30,
2008 was $0.2 million. During the nine months ended September 30, 2009, the
impact of increased average balances earning interest due to the timing of
capital expenditures and the Fund’s private offering, which commenced in May
2008 and closed in November 2008, was offset by lower interest rates earned
during the period.




13
 Table of Contents





Capital
Resources and Liquidity





Operating
Cash Flows


Cash
flows used in operating activities for the nine months ended September 30, 2009
were $1.6 million, primarily related to payments for management fees of $1.6
million, general and administrative expenses of $0.6 million and operating
expenses of $0.1 million partially offset by revenues received of $0.4 million
and favorable working capital of $0.2 million.





Cash
flows used in operating activities for the period March 25, 2008 (Inception)
through September 30, 2008 were $4.6 million, primarily related to payments for
investment fees of $3.9 million, management fees of $0.6 million and general and
administrative expenses of $0.1 million, partially offset by interest income
received of $0.1 million.





Investing
Cash Flows


Cash
flows provided by investing activities for the nine months ended September 30,
2009 were $2.8 million, primarily related to the proceeds received from the
maturity of an investment in U.S. Treasury securities of $50.2 million,
partially offset by investments in U.S. Treasury securities of $33.0 million and
capital expenditures for oil and gas properties of $14.4 million, inclusive of
advances. Additionally, the Fund increased its salvage fund investments by $20
thousand, which consisted of interest income earned on this
account.





Cash
flows used in investing activities for the period March 25, 2008 (Inception)
through September 30, 2008 were $2.1 million, primarily related to capital
expenditures for oil and gas properties of $1.1 million, inclusive of advances,
and salvage fund investments totaling $1.0 million, inclusive of interest
earned.





Financing
Cash Flows


Cash
flows used in financing activities for the nine months ended September 30, 2009
were $0.2 million, related to manager and shareholder distributions totaling
$0.2 million and payments of syndication costs totaling $12
thousand.





Cash
flows provided by financing activities for the period March 25, 2008 (Inception)
through September 30, 2008 were $79.5 million, related to $89.8 million of
shareholder contributions received, partially offset by payments of syndication
costs totaling $10.3 million.





Estimated
Capital Expenditures





The Fund
has entered into multiple agreements for the drilling and development of its
investment properties.  The estimated capital expenditures associated
with these agreements can vary depending on the stage of development on a
property-by-property basis.  As of September 30, 2009, the Fund had
committed to spend an additional $4.1 million related to its investment
properties.





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




Capital
expenditures for investment properties are funded with the capital raised by the
Fund in its private placement offering, which is more than likely, all the
capital it will be able to obtain. The number of projects in which the Fund can
invest will naturally be limited, and each unsuccessful project the Fund
experiences will reduce its ability to generate revenue and exhaust its capital.
Typically, the Manager seeks an investment portfolio that combines high and low
risk exploratory projects.





Liquidity
Needs





The
Fund’s primary short-term liquidity needs are to fund its operations, inclusive
of management fees, and capital expenditures for its investment
properties.  Operations are funded utilizing operating income,
existing cash on-hand, short-term investments and income earned
therefrom.





The
Manager is entitled to receive an annual management fee from the Fund regardless
of the Fund’s profitability in that year. Generally, all or a portion of the
management fee is paid from operating income and interest income, although the
management fee can be paid out of capital contributions; however, this is not
the Fund’s intent.




14
 Table of Contents





Distributions
are funded from available cash from operations, as defined in the Fund’s limited
liability company agreement, and the frequency and amount are within the
Manager’s discretion subject to available cash from operations, reserve
requirements and the Fund’s operations.





Off-Balance
Sheet Arrangements





The Fund
had no off-balance sheet arrangements as of September 30, 2009 and December 31,
2008 and does not anticipate the use of such arrangements in the
future.





Contractual
Obligations





The Fund
enters into operating agreements with operators.  On behalf of the
Fund, an operator enters into various contractual commitments pertaining to
exploration, development and production activities.  The Fund does not
negotiate any such contracts.  No contractual obligations exist at
September 30, 2009 and December 31, 2008 other than those discussed in
“Estimated Capital Expenditures” above.





Recent
Accounting Pronouncements





See Note
3 of Notes to Unaudited Condensed Financial Statements – “Recent Accounting
Standards” contained in this Quarterly Report for a discussion of recent
accounting pronouncements.





ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





Not
required.





ITEM 4.  CONTROLS AND PROCEDURES




In
accordance with Exchange Act Rules 13a-15 and 15d-15, the Fund carried out
an evaluation, under the supervision and with the participation of management,
including its Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the Fund’s disclosure controls and procedures as of the end of
the period covered by this report.  Based on that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that the Fund’s
disclosure controls and procedures were effective as of September 30,
2009.




There has
been no change in the Fund’s internal control over financial reporting that
occurred during the three months ended September 30, 2009 that has materially
affected, or is reasonably likely to materially affect, the Fund’s internal
control over financial reporting.




PART
II - OTHER INFORMATION





ITEM 1. LEGAL PROCEEDINGS





None.





ITEM 1A. RISK FACTORS





Not
required.





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





None.





ITEM 3.  DEFAULTS UPON SENIOR SECURITIES





None.





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





None.




15
 Table of Contents





ITEM 5. OTHER INFORMATION





On June
22, 2009, Kenneth W. Lang was named President and Chief Operating Officer of the
Fund.  Prior to joining the Fund, Mr. Lang was with BP for twenty four
years, ultimately serving as Senior Vice President for BP's Gulf of Mexico
business and a member of the Board of Directors for BP America,
Inc.  Robert E. Swanson, formerly President and Chief Executive
Officer of the Fund, will remain Chief Executive Officer of the
Fund.





On
October 16, 2009, Adrien Doherty, Executive Vice President, notified the fund
that he will resign effective October 30, 2009.





ITEM 6. EXHIBITS




EXHIBITNUMBER
                
                TITLE OF EXHIBIT
                
                METHOD OF FILING31.1
                
                Certification
      of Robert E. Swanson, Chief Executive Officer of the Fund, pursuant to
      Securities Exchange Act Rule 13a-14(a)
                
                Filed
      herewith31.2
                
                Certification
      of Kathleen P. McSherry, Chief Financial Officer of the Fund, pursuant to
      Securities Exchange Act Rule 13a-14(a)
                
                Filed
      herewith32
                
                Certifications
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      The Sarbanes-Oxley Act of 2002, signed by Robert E. Swanson, Chief
      Executive Officer of the Fund and Kathleen P. McSherry, Chief Financial
      Officer of the Fund
                
                Filed
      herewith





SIGNATURES





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





RIDGEWOOD
      ENERGY Y FUND, LLCDated:
            October
      27, 2009
            By:
            /s/
            
            ROBERT
      E. SWANSONName:
            
            Robert
      E. SwansonTitle:
            
            Chief
      Executive Officer(Principal
      Executive Officer)Dated:
            October
      27, 2009
            By:
            /s/
            
            KATHLEEN
      P. MCSHERRYName:
            
            Kathleen
      P. McSherryTitle:
            
            Executive
      Vice President and Chief Financial Officer(Principal
      Financial Officer)