UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10-K

x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008
or

o TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File No. 000-53178

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

|                                                                 |  |                                       
|---------------------------------------------------------------- |  | --------------------------------------
|Delaware                                                         |  | 20-5941122                            
|(State
 or other jurisdiction of
 incorporation or organization) |  | (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)Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:

Shares of LLC Membership Interest

Indicate by
check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes o No x

Indicate by
check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act.  Yes o No x

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 x No o

Indicate by
check mark if the disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. x

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

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

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

There is no
market for the shares. As of March 18, 2009 there are 513.1226 shares
outstanding.

---



RIDGEWOOD ENERGY V FUND
2008 ANNUAL REPORT ON FORM 10-KTABLE OF CONTENTS

|         |  |                                                                                                                |  |     
|-------- |  | -------------------------------------------------------------------------------------------------------------- |  | ----
|         |  |                                                                                                                |  | PAGE
|         |  |                                                                                                                |  |     
|         |  |                                                                                                                |  |     
|PART I   |  |                                                                                                                |  |     
|ITEM 1   |  | BUSINESS                                                                                                       |  | 3   
|ITEM 1A  |  | RISK
 FACTORS                                                                                                  |  | 11  
|ITEM 1B  |  | UNRESOLVED
 STAFF COMMENTS                                                                                     |  | 11  
|ITEM 2   |  | PROPERTIES                                                                                                     |  | 12  
|ITEM 3   |  | LEGAL
 PROCEEDINGS                                                                                             |  | 12  
|ITEM 4   |  | SUBMISSION
 OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                           |  | 12  
|PART II  |  |                                                                                                                |  |     
|ITEM 5   |  | MARKET FOR
 REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
 OF EQUITY SECURITIES |  | 12  
|ITEM 6   |  | SELECTED
 FINANCIAL DATA                                                                                       |  | 12  
|ITEM 7   |  | MANAGEMENTS
 DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                         |  | 12  
|ITEM 7A  |  | QUANTITATIVE
 AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                    |  | 17  
|ITEM 8   |  | FINANCIAL
 STATEMENTS AND SUPPLEMENTARY DATA                                                                   |  | 18  
|ITEM 9   |  | CHANGES IN
 AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                          |  | 18  
|ITEM 9A  |  | CONTROLS
 AND PROCEDURES                                                                                       |  | 18  
|ITEM 9B  |  | OTHER
 INFORMATION                                                                                             |  | 18  
|PART III |  |                                                                                                                |  |     
|ITEM 10  |  | DIRECTORS,
 EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                                        |  | 19  
|ITEM 11  |  | EXECUTIVE
 COMPENSATION                                                                                        |  | 20  
|ITEM 12  |  | SECURITY
 OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
 MATTERS               |  | 20  
|ITEM 13  |  | CERTAIN
 RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                                     |  | 21  
|ITEM 14  |  | PRINCIPAL
 ACCOUNTING FEES AND SERVICES                                                                        |  | 22  
|PART IV  |  |                                                                                                                |  |     
|ITEM 15  |  | EXHIBITS,
 FINANCIAL STATEMENT SCHEDULES                                                                       |  | 22  

1

---



FORWARD-LOOKING STATEMENTS

Certain statements in this
Annual Report on Form 10-K (Annual Report) and the documents Ridgewood Energy
V Fund, LLC (the Fund) has incorporated by reference into this Annual 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.

WHERE YOU CAN GET MORE INFORMATION

The Fund files annual,
quarterly and current reports and certain other information with the Securities
and Exchange Commission (SEC). Persons may read and copy any materials the
Fund files with the SEC at the SECs public reference room at 100 F Street, NE,
Washington D.C. 20549, on official business days during the hours of 10 a.m. to
3 p.m. Eastern Time. Information may be obtained from the public reference room
by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC at http://www.sec.gov.

2

---



PART I

|        |         
|------- | --------
|ITEM 1. | BUSINESS

Overview
The Fund is a Delaware limited liability company (LLC) formed on November 21,
2006 to acquire interests primarily in oil and natural gas properties located
in the United States offshore waters of Texas, Louisiana and Alabama in the
Gulf of Mexico.

The Fund initiated its
private placement offering on January 3, 2007, selling whole and fractional
shares of LLC membership interests (Shares) primarily at $150 thousand per
whole Share. There is no public market for the Shares and one is not likely to
develop. In addition, the Shares are subject to material restrictions on
transfer and resale and cannot be transferred or resold except in accordance
with the Funds limited liability company agreement (the LLC Agreement) and
applicable federal and state securities laws. The private placement offering
was terminated on May 16, 2007. The Fund raised $76.0 million and after payment
of $12.1 million in offering fees, commissions and investment fees, the Fund
had $63.9 million for investments and operating expenses. See Item 13. Certain
Relationships and Related Transactions, and Director Independence for
additional discussion.

Manager

Ridgewood Energy Corporation
(the Manager) or (Ridgewood Energy) was founded in 1982 by Robert E.
Swanson. The Manager has direct and exclusive control over the management of
the Funds operations. With respect to project investment, the Manager locates
potential projects, conducts appropriate due diligence and negotiates and
completes the transactions in which the investments are made. This includes
review of existing title documents, reserve information, and other technical
specifications regarding a project, and review and preparation of participation
agreements and other agreements relating to an investment.

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.

The Fund is required to pay
all other expenses it may incur, including insurance premiums, expenses of
preparing and printing periodic reports for shareholders and the SEC,
commission fees, taxes, outside legal, accounting and consulting fees,
litigation expenses and other expenses. The Fund is required to reimburse the
Manager for all such expenses paid on its behalf.

As compensation for their
services, the Manager is entitled to an annual management fee, payable monthly,
equal to 2.5% of the total capital contributions made by the Funds
shareholders, net of cumulative dry-hole and related well costs incurred by the
Fund. Management fees for the years ended December 31, 2008 and 2007 were $1.6
million. Additionally, the Manager is entitled to receive a 15% interest in
cash distributions made by the Fund. Distributions paid to the Manager for the
year ended December 31, 2008 were $0.6 million. There were no distributions
paid by the Fund for the year ended December 31, 2007.

Business Strategy

The Funds primary
investment objective is to generate cash for distribution to the Funds
shareholders through the acquisition of working interests in the exploration,
production and sale of oil and natural gas. Distributions are funded from cash
flow from operations, and the frequency and amount are within the Managers
discretion, subject to available cash from operations, reserve requirements and
Fund operations. A working interest is a percentage of ownership in an oil
and natural gas lease granting its owner the right to explore, drill and
produce oil and natural gas from projects on that lease block. The Fund tries
to focus on projects that have significant reserve potential and are projected
to have the shortest time period from investment to first production. The Fund
does not operate these projects, and although it has a vote, it is not in
control of the schedule pursuant to which its projects are developed and
completed. Working interest owners are obligated to pay a corresponding
percentage of the cost of leasing, drilling, producing and operating a well.
After royalties are paid, the working interest also entitles its owner to share
in production revenues with other working interest owners, based on the
percentage of working interest owned.

3

---



By virtue of its acquisition
of working interests in various leases, the Fund invests and participates in
exploration and production of oil and natural gas projects in leases located in
the waters of the Gulf of Mexico on the Outer Continental Shelf (OCS). These
activities are governed by the Outer Continental Shelf Lands Act (OCSLA)
enacted in 1953 and administered by the Mineral Management Services (MMS).
The Fund generally looks to invest in working interests that have been proposed
by larger independent oil and natural gas companies seeking to minimize their
risks by selling a portion of their interest in the working interest. These
investments may require the Fund to pay a disproportionate part of the drilling
costs on the exploratory well of a project than its working interest would
otherwise require. This is called a promote, which is common in the oil and
natural gas exploration industry. In addition, notwithstanding the sale of an
interest to the Fund, the seller may retain a right for some period of time to
payments from sales of oil and natural gas production from a well or project.
This is called an overriding interest, which is also common in this industry.
Notwithstanding any such promote or overriding interest, the Fund invests in
projects that it believes contain sufficient commercial quantities of oil or
natural gas and which are near (i) existing oil or natural gas gathering and
processing infrastructure and (ii) developed markets where the Fund can sell
its oil or natural gas.

For potential project
investments, the Manager reviews reserve analyses provided by the operators.
The Manager employs individuals in its Houston, Texas office that can perform
significant analysis of the operators information. However, if necessary, the
Fund may retain independent engineers to review the operators reserve analysis
and/or conduct an independent review. For producing properties, the Manager
engages independent petroleum engineers to examine and provide reserve
estimates on the Funds behalf.

Once the Manager determines
that a particular project (i.e., working interest in a lease block) is an
appropriate investment for the Fund, the Manager enters into a participation
agreement and a joint operating agreement with the other working interest
owners in a lease. Pursuant to the participation agreements and operating
agreements, proposals and decisions are made based on percentage ownership
approvals.

The Manager, on behalf of
the Fund, and other working interest owners retain the right to make proposals
involving certain operational matters associated with a project. This limits
the operators inclination to act on its own or against the interests of the
other working interest owners of the project. In accordance with the Managers
working interest, the Manager reviews, discusses and consents to the details of
the drilling plan, monitors progress under such plan, contributes ideas to the
design of and budget for production facilities and then monitors the
construction of those facilities. In addition, the Manager retains the right to
review and audit the operators financial records related to the project to
ensure the project is executed according to budget. Once a well is in
production, the Manager continually monitors, evaluates and discusses the well
production rate with the operator.

Managers Investment Committee and Investment Criteria

The Manager maintains an
investment committee, consisting of six members, which provides operational,
scientific and technical oil and gas expertise to the Fund. Five members of the
investment committee are based out of the Managers Ridgewood, New Jersey
office and one member of the investment committee is based out of the Managers
Houston, Texas office. In considering projects, the investment committee and
other members of the investment team evaluate each project against a list of
factors that it believes will result in the selection of those projects that
have the highest probability of success. These factors, in no particular order,
include, but are not limited to (i) targeting projects that have or are
expected to have operators with significant resources and experience in oil and
natural gas exploration; (ii) targeting projects that have or are expected to
have partners that also have significant resources and experience in oil and
natural gas exploration; (iii) technical quality of the project including its
geology, seismic profile, locational trends, and whether the project has
potential for multiple prospects; (iv) oil or natural gas reserve potential;
(v) whether and the extent to which the operator participates as a working
interest owner in the project; (vi) economic factors, such as potential
revenues from the project, the rate of return, and estimated time to first
production; (vii) risk factors associated with exploration; (viii) existence of
drilling rigs, platforms and other infrastructure, at or nearby the project;
(ix) proposed drilling schedule; (x) terms of the proposed transaction,
including contractual restrictions and obligations and lease term; and (xi)
overall cost of the project.

4

---



Properties

The Fund owns working
interests and has participated in the drilling of twelve wells, one is
currently drilling, four have been determined to be successful and seven have
been determined to be dry holes.

|                                           |  |                   |   |          |  |                                         |  |               |           |                     |        |                                         |  |                |       |  |   |        | 
|------------------------------------------ |  | ----------------- | - | -------- |  | --------------------------------------- |  | ------------- | --------- | ------------------- | ------ | --------------------------------------- |  | -------------- | ----- |  | - | ------ | 
|Lease Block                                |  | Working
 Interest |   | Operator |  | Off-shore
 Location in
 Gulf of
 Mexico |  | Target
 Depth |           | Drilling
 Risk
 (b) |        | Total spent
 through
 December 31, 2008 | 
|                                           |  |                   |   |          |  |                                         |  |               |           |                     |        |                                         | 
|                                           |  |                   |   |          |  |                                         |  |               |           |                     | (feet) |                                         |  | (in thousands) |      
|Currently Drilling Projects                |  |                   |   |          |  |                                         |  |               |           |                     |        |                                         |  |                |       |  |   |        | 
|Neptune Project                            |  | 6.0               | % |          |  | Newfield                                |  |               | Louisiana |                     | 17,300 |                                         |  | $              | 2,831 |  | $ | 1,602  | 
|                                           |  |                   |   |          |  |                                         |  |               |           |                     |        |                                         |  |                |       |  |   |        | 
|Successful Projects                        |  |                   |   |          |  |                                         |  |               |           |                     |        |                                         |  |                |       |  |   |        | 
|Liberty Project                            |  | 5.0               | % |          |  | LLOG                                    |  |               | Louisiana |                     | 16,200 |                                         |  |                | N/A   |  | $ | 2,859  | 
|Eugene Island 346/347 Well #1              |  | 22.0              | % |          |  | McMoRan                                 |  |               | Louisiana |                     | 12,900 |                                         |  |                | N/A   |  | $ | 15,721 | 
|Eugene Island 346/347 Well #2              |  | 22.0              | % |          |  | McMoRan                                 |  |               | Louisiana |                     | 7,800  |                                         |  |                | N/A   |  | $ | 3,356  | 
|West Cameron 149                           |  | 25.0              | % |          |  | Newfield                                |  |               | Louisiana |                     | 10,600 |                                         |  |                | N/A   |  | $ | 4,877  | 
|                                           |  |                   |   |          |  |                                         |  |               |           |                     |        |                                         |  |                |       |  |   |        | 
|Dry Holes (Date determined dry) (a)        |  |                   |   |          |  |                                         |  |               |           |                     |        |                                         |  |                |       |  |   |        | 
|South Timbalier 287 (January 2009)         |  | 4.0               | % |          |  | Apache                                  |  |               | Louisiana |                     | 23,400 |                                         |  |                | N/A   |  | $ | 3,858  | 
|Ruby Project (August 2008)                 |  | 8.0               | % |          |  | PetroQuest                              |  |               | Louisiana |                     | 16,000 |                                         |  |                | N/A   |  | $ | 1,539  | 
|Eugene Island 346/347 Well #3 (June 2008)  |  | 22.0              | % |          |  | McMoRan                                 |  |               | Louisiana |                     | 5,400  |                                         |  |                | N/A   |  | $ | 1,227  | 
|Eugene Island 29 (April 2008)              |  | 40.0              | % |          |  | Zenergy                                 |  |               | Louisiana |                     | 13,600 |                                         |  |                | N/A   |  | $ | 4,311  | 
|Mississippi Canyon 489/490 (November 2007) |  | 8.33              | % |          |  | LLOG                                    |  |               | Louisiana |                     | 15,500 |                                         |  |                | N/A   |  | $ | 3,589  | 
|West Cameron 296 (November 2007)           |  | 16.67             | % |          |  | Newfield                                |  |               | Louisiana |                     | 13,500 |                                         |  |                | N/A   |  | $ | 2,568  | 
|Eugene Island 79/82 (May 2007)             |  | 29.0              | % |          |  | Helis                                   |  |               | Louisiana |                     | 12,600 |                                         |  |                | N/A   |  | $ | 3,156  | 

|    |                                                                                                                                                                                                         
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Dry-hole costs represent
 costs incurred for wells that have been drilled but do not have commercially
 productive quantities of oil and/or natural gas reservoirs and have been
 plugged and abandoned.
|    |                                                                                                                                                                                                         
|(b) | Drilling risk represents
 the prospective estimated dry-hole, leasehold and sunk costs, as applicable.                                                                                                  

Currently Drilling ProjectsNeptune Project
In July 2008, the Fund
acquired a 6.0% working interest in the Neptune Project, an exploratory well,
from Newfield Exploration Company (Newfield), the operator. This project
began drilling in December 2008 and results are expected in April 2009. Through
December 31, 2008, the Fund has spent $1.6 million on this well, for which the
total estimated budget is $4.4 million.

Successful ProjectsLiberty Project
In April 2008, the Fund
acquired a 5.0% working interest in the Liberty Project, an exploratory well,
from LLOG Exploration Offshore, Inc. (LLOG), the operator. This project began
drilling in May 2008 and was determined to be successful in July 2008.
Completion efforts are ongoing and production is expected in the first quarter
2010. Through December 31, 2008, the Fund has spent $2.9 million on this well,
for which the total estimated budget is $4.3 million.

Eugene Island 346/347Well #1In March 2007, the Fund
acquired a 22.0% working interest in the exploratory project Eugene Island
346/347 from Newfield, the operator. In June 2007, the well was determined to
be successful. In August 2007, Newfield sold its interest in this property to
McMoRan Exploration Co. (McMoRan). At that time, McMoRan assumed Newfields
responsibilities as the operator of this property. The well was completed and
production commenced in June 2008. The Fund has spent $15.7 million related to
this property.

Well #2As a result of the
drilling success of the first exploratory well for Eugene Island 346/347, the
second and third wells commenced drilling in May 2008. In May 2008, Eugene
Island 346/347 well #2 was determined to be commercially successful and
production commenced in July 2008. The Fund has spent $3.4 million related to
this property.

Due to hurricane activity in
the Gulf of Mexico during the third quarter of 2008, the Fund experienced an
interruption in production related to its Eugene Island 346/347 property. None
of the Funds wells, including Eugene Island 346/347 wells #1 and 2, were materially
damaged as a result of the hurricanes; however, the pipeline utilized to
transport these wells oil and gas production has suffered severe damage
thereby shutting down production for these wells. As a result, these wells will
be shut-in until the pipeline repairs are completed by its owner. There is no
cost to the Fund related to these repair activities, however, these wells will
not produce oil and gas or earn revenue during this repair period. The Eugene
Island properties are currently expected to resume production during the second
quarter of 2009.

5

---



West Cameron 149In November 2007,
the Fund acquired a 25.0% working interest in the exploratory well West Cameron
149 from Newfield, the operator. The project began drilling in November 2007
and was determined to be successful in December 2007. The well was completed
and production commenced in June 2008. The Fund has spent $4.9 million related
to this property. The West Cameron 149 well did not produce for approximately
one month due to hurricane activity during late-August 2008 and September 2008.
Production for West Cameron 149 resumed in late-September 2008.

Dry HolesSouth Timbalier 287
In September 2008, the Fund
acquired a 4.0% working interest in the exploratory well South Timbalier 287
from Apache Corporation (Apache), the operator. This project began drilling
in March 2008 and was determined to be an unsuccessful well, or dry hole, in
January 2009. For the year ended December 31, 2008, dry-hole costs related to
this well were $3.9 million. Additional dry-hole costs of $0.3 million,
including plug and abandonment expenses, were incurred during the first quarter
2009.

Ruby Project
In May 2008, the Fund
acquired an 8.0% working interest in the Ruby Project, an exploratory well from
PetroQuest Energy, L.L.C. (PetroQuest), the operator. The project, located in
the Eugene Island region of the Gulf of Mexico, began drilling in June 2008 and
was determined to be an unsuccessful well, or dry hole, in August 2008. For the
year ended December 31, 2008, dry-hole costs related to this well, including
plug and abandonment expenses, were $1.5 million.

Eugene Island 346/347Well #3In June 2008, the Fund was
informed by McMoRan that Eugene Island 346/347 Well #3 did not have
commercially productive quantities of either oil or gas and had been determined
to be an unsuccessful well, or dry hole. For the year ended December 31, 2008,
dry-hole costs related to this well, including plug and abandonment expenses,
were $1.2 million.

Eugene Island 29
In October 2007, the Fund
acquired a 40.0% working interest in the exploratory well Eugene Island 29 from
Zenergy, Inc (Zenergy), the operator. The well began drilling in February
2008, and in April 2008 the Fund was informed by Zenergy that the well did not
have commercially productive quantities of either oil or gas and had been
determined to be an unsuccessful well, or dry hole. For the year ended December
31, 2008, dry-hole costs related to this well, including plug and abandonment
expenses, were $4.3 million.

Mississippi Canyon 489/490
In the third quarter 2007,
the Fund acquired an 8.33% working interest in the exploratory well Mississippi
Canyon 489/490 from LLOG, the operator. Drilling began in September 2007, and
in November 2007 the operator informed the Fund that the well did not have
commercially productive quantities of either oil or gas and had been determined
to be an unsuccessful well, or dry hole. Dry-hole costs related to this well,
including plug and abandonment expenses, were $3.6 million, of which $0.3
million were incurred during the year ended December 31, 2008.

West Cameron 296
In the third quarter 2007,
the Fund acquired a 16.67% working interest in West Cameron 296 from Newfield,
the operator. The property began drilling in September 2007, and in November
2007 the Fund was informed by Newfield that the well did not have commercially
productive quantities of either oil or gas and had been determined to be an
unsuccessful well or dry hole. Dry-hole costs related to this well, including
plug and abandonment expenses, were $2.6 million.

Eugene Island 79/82
In April 2007, the Fund
acquired a 29.0% working interest in the exploratory well Eugene Island 79/82
from Helis Oil & Gas Company, L.L.C. (Helis), the operator. The property
began drilling in April 2007, and in May 2007, the Fund was informed by Helis
that the well being drilled on the Eugene Island 79/82 lease block did not have
commercially productive quantities of either gas or oil and had been determined
to be an unsuccessful well, or dry hole. Dry-hole costs related to this well,
including plug and abandonment expenses, were $3.2 million.

6

---



Working Interest in Oil and Natural Gas Leases

Existing projects, and
future projects, if any, are expected to be located in the waters of the Gulf of
Mexico offshore from Texas, Louisiana and Alabama on the OCS. The OCSLA, which
was enacted in 1953, governs certain activities with respect to working
interests and the exploration of oil and natural gas in the OCS. See further
discussion under the heading Regulation in this Item 1. Business.

As part of the leasing
activity and as required by the OCSLA, the leases auctioned include specified
lease terms such as the length of the lease, the amount of royalty to be paid,
lease cancellation and suspension, and, to a degree, the planned activities of
exploration and production to be conducted by the lessee.

The winning bidder(s) at the
lease sale, or the lessee(s), are given a lease by the MMS that grants such
lessee(s) the exclusive right to conduct oil and natural gas exploration and
production activities within a specific lease block, or working interest.
Leases in the OCS are generally issued for a primary lease term of 5, 8 or 10
years depending on the water depth of the lease block. The 5-year lease term is
for blocks in water depths generally less than 400 meters, 8 years for depths
between 400 meters and 800 meters and 10 years for depths in excess of 800
meters. During this primary lease term, except in limited circumstances,
lessees are not subject to any particular requirements to conduct exploratory
or development activities. However, once a lessee drills a well and begins
production, the lease term is extended for the duration of commercial
production.

The lessee of a particular
block, for the term of the lease, has the right to drill and develop
exploratory wells and conduct other activities throughout the block. If the
initial well on the block is successful, a lessee, or third-party operator for
a project, may conduct additional geological studies and may determine to drill
additional or development wells. If a development well is to be drilled in the
block, each lessee owning working interests in the block must be offered the
opportunity to participate in, and cover the costs of, the development well up
to that particular lessees working interest ownership percentage.

Generally, working interests
in an offshore natural gas lease under the OCSLA pay a 16.67% or 18.75% royalty
to the MMS for shallow-water projects, dependent upon lease date, and a 12.5%
royalty to the MMS for deepwater projects. Therefore, the net revenue interest
of the holders of 100% of the working interest in the projects in which the
Fund will invest is between 81.25% and 83.33% of the total revenue for
shallow-water projects and 87.5% of the total revenue for deepwater projects,
and, such net revenue amount is further reduced by any other royalty burdens
that apply to a lease block. However, as described below, the MMS has adopted
royalty relief for existing OCS leases for those who drill deep oil and natural
gas projects.

Mineral Management Services Deep Gas Royalty Incentive

On January 26, 2004, the MMS
promulgated a rule providing incentives for companies to increase deep oil and
natural gas production in the Gulf of Mexico (the Royalty Relief Rule). Under
the Royalty Relief Rule, lessees will be eligible for royalty relief on their
existing leases if they drill and perforate wells for new and deeper reserves
at depths greater than 15,000 feet subsea. In addition, an even larger royalty
relief would be available for wells drilled and perforated deeper than 18,000
feet subsea. It should be noted that the Royalty Relief Rule does not extend to
deep waters of the Gulf of Mexico off the continental shelf nor does it apply if
the price of natural gas exceeds $10.37 Million British Thermal Units (mmbtu)
adjusted annually for inflation. The Royalty Relief Rule is limited to leases
in a water depth less than 656 feet, or 200 meters.

In addition to the Royalty
Relief Rule promulgated by the MMS, the Deep Water Royalty Relief Act of 1995
(the Deepwater Relief Act) was enacted to promote exploration and production
of natural gas and oil in the deepwater of the Gulf of Mexico and relieves
eligible leases from paying royalties to the U.S. Government on certain defined
amounts of deepwater production. The Deepwater Relief Act expired in the year
2000 but was extended by the MMS to promote continued interest in deepwater.
For purposes of royalty relief, under the Deepwater Relief Act, the MMS defines
deepwater as depths in excess of 656 feet (200 meters). In order for a lease to
be eligible for royalty relief, under the Deepwater Relief Act, it must be
located in the Gulf of Mexico and west of 87 degrees and 30 minutes West longitude
(essentially the Florida-Alabama boundary).

Currently, for leases
entered into after November 2000, the MMS assigns a lease a specific volume of
royalty suspension based on how the suspension amount would affect the
economics of the leases development. Any such royalty suspension applicable to
a particular lease is generally set forth in the lease auction materials
prepared by the MMS. The amount of the suspension, if any, is not determined by
water depth levels (as it had in the past) but rather based upon the MMS view
of the characteristics and economics of the project. For example, projects
deemed relatively secure and safe such as those near existing transportation
infrastructure may receive no royalty relief while a similar project far away
from any such infrastructure or in an area deemed more risky may receive
significant royalty relief. As a result, unlike the royalty relief associated
with deep drilling in shallow waters, there is no formulaic or predictable
means of determining in advance whether and to what extent royalty relief would
be available for a potential deepwater project.

7

---



Oil and Natural Gas Agreements

The Fund has entered into a
short-term month to month agreement with a third-party marketer, who is
currently marketing and selling the Funds proportionate share of oil and
natural gas to the public market. The Fund is receiving market prices for the oil
and natural gas it sells. All of the Funds current projects are near existing
transportation infrastructure and pipelines. The Manager believes that it is
likely that oil and natural gas from the Funds future projects will have
access to pipeline transportation and can be marketed in a similar fashion.

Operator

The projects in which the
Fund has invested are operated and controlled by unaffiliated third-party
entities acting as operators. The operators are responsible for drilling,
administration and production activities for leases jointly owned by working
interest owners and act on behalf of all working interest owners under the
terms of the applicable operating agreement. In certain circumstances,
operators will enter into agreements with independent third-party
subcontractors and suppliers to provide the various services required for
operating leases. Currently, the Funds ongoing projects are operated by
Newfield, LLOG and McMoRan.

Because the Fund does not
operate any of the projects in which it has acquired an interest, shareholders
not only bear the risk that the Manager will be able to select suitable
projects, but also that once selected, such projects will be managed prudently,
efficiently and fairly by the operators.

Insurance

The Manager has obtained
hazard, property, general liability and other insurance in commercially
reasonable amounts to cover its projects, as well as general liability and
similar coverage for its business operations. However, there is no assurance
that such insurance will be adequate to protect the Fund from material losses
related to the projects. In addition, the Managers past practice has been to
obtain insurance as a package that is intended to cover most, if not all, of
the funds under its management. While the Manager believes it has obtained
adequate insurance in accordance with customary industry practices, the
possibility exists, depending on the extent of the incident, that insurance
coverage may not be sufficient to cover all losses. In addition, depending on
the extent, nature and payment of any claims to the Funds affiliates, yearly
insurance limits may be exhausted and become insufficient to cover a claim made
by the Fund in a given year.

Salvage Fund

As to projects in which the
Fund owns a working interest, the Fund deposits in a separate interest-bearing
account, or a salvage fund, which is in the nature of a sinking fund, cash to
help provide for the Funds proportionate share of the cost of dismantling and
removing production platforms and facilities and plugging and abandoning the
projects, in accordance with applicable federal and state laws and regulations.
There is no assurance that the salvage fund will have sufficient assets to meet
these requirements and any unfunded expenses, and the Fund may be liable for
such expenses. The Fund has deposited $1.3 million from capital contributions
into a salvage fund, which, along with interest earned on this account, the
Fund estimates to be sufficient to meet the Funds potential requirements. If
the Manager determines the salvage fund will not be sufficient to cover the
Funds proportionate share of expense, the Fund may transfer amounts from operating
income to fund the deficit. Any portion of a salvage fund that remains after
the Fund pays its share of the actual salvage cost will be distributed to the
shareholders. There are no legal restrictions on the withdrawal or use of the
salvage fund.

Seasonality

Generally, the Funds
business operations are not subject to seasonal fluctuations in the demand for
oil and natural gas that would result in more of the Funds oil and natural gas
being sold, or likely to be sold, during one or more particular months or
seasons. Once a project is drilled and reserves of oil and natural gas are
determined to exist, the operator of the project extracts such reserves
throughout the year. Oil and natural gas, once extracted, can be sold at any
time during the year.

The Funds properties are
located in the Gulf of Mexico; therefore its operations and cash flows may be
significantly impacted by hurricanes and other inclement weather. Such events
may also have a detrimental impact on third-party pipelines and processing facilities,
upon which the Fund relies upon to transport and process the crude oil and
natural gas it produces. The National Hurricane Center defines hurricane season
in the Gulf of Mexico as June 1st through November 30th. During the third
quarter of 2008, two hurricanes struck in the Gulf of Mexico, which
significantly impacted the Funds operations. These two storms, Hurricanes
Gustav and Ike, came ashore in Louisiana and Texas, respectively, and caused
production curtailments due to damage to third-party pipelines and disrupted
the operations of crews that could assess and repair the damage. While the
Funds platforms avoided major damage, the Funds production was curtailed from
the time personnel were evacuated for safety purposes, until assessment and repair
to the Funds platforms were completed and until repairs to third-party
pipelines and facilities, for which the Fund was not responsible, were
completed. In all, West Cameron 149 was shut-in for approximately one month,
with production resuming in September 2008, and the Funds Eugene Island
346/347 property will be shut-in for approximately six months, with production
expected to resume during the second quarter 2009.

8

---



Customers

All of the oil and natural
gas production from the Funds producing properties is sold by a third party on
the Funds behalf. As a result, the Fund did not contract to sell oil and
natural gas to customers. Therefore, the Fund had no customers or any one
customer upon which the Fund depends for more than ten percent (10%) of its
revenue.

Energy Prices

Historically, the markets
for and prices of crude oil and natural gas have been extremely volatile, and they are likely
to continue to be volatile in the future. This volatility is caused by numerous
factors and market conditions that the Fund cannot control or influence.
Therefore, it is impossible to predict the future price of crude oil and
natural gas with any certainty. Low commodity prices could have an adverse
affect on the Funds future profitability. The Fund has not engaged in any price
risk management programs or hedges to date.

Competition

Strong competition exists in
the acquisition of oil and natural gas leases and in all sectors of the oil and
natural gas exploration and production industry. Although the Fund does not
compete for lease acquisitions from the MMS, it does compete with other
companies for the acquisition of percentage ownership interests in oil and
natural gas working interests in the secondary market.

In many instances, the Fund
competes for projects with large independent oil and natural gas producers who
generally have significantly greater access to capital resources, have a larger
staff, and more experience in oil and natural gas exploration and production
than the Fund. As a result, these larger companies are in a position that they
could outbid the Fund for a project. However, because these companies are so
large and have such significant resources, they tend to focus more on projects
that are larger, have greater reserve potential, and cost significantly more to
explore and develop. These larger projects increasingly tend to be projects in
the deepwater areas of the Gulf of Mexico and the North Sea off the coast of
Great Britain. However, the focus of these companies on larger projects does
not necessarily mean that they will not investigate and/or acquire smaller
projects in shallow waters for in which the Fund typically competes. Many of
these larger companies have participated in the auctions for lease blocks
directly from the U.S. Government. In such cases, these companies obtain from
the U.S. Government 100% of the leasehold of a particular lease block in the
Gulf of Mexico. In order to obtain even more resources to invest in other
larger and more expensive projects, they diversify current holdings, including
projects they own in the shallow waters of the Gulf of Mexico, by selling off
percentage interests in these lease blocks. As a result, very good projects in
the shallow waters of the Gulf of Mexico become available. The Fund, therefore,
has opportunities to acquire interests in these smaller, yet economically
attractive projects.

Employees

The Fund has no employees,
as the Manager operates and manages the Fund.

9

---



Offices

The Managers principal
executive offices are located at 947 Linwood Avenue, Ridgewood, NJ 07450, and
its phone number is 800-942-5550. The Manager also leases additional office
space at 11700 Old Katy Road, Houston, TX 77079. In addition, the Manager also
maintains leases for other offices that are used for administrative purposes.

Regulation

Oil and natural gas
exploration, development and production activities are subject to extensive
federal and state laws and regulations. Regulations governing exploration and
development activities require, among other things, the Funds operators to
obtain permits to drill projects and to meet bonding, insurance and
environmental requirements in order to drill, own or operate projects. In
addition, the location of projects, the method of drilling and casing projects,
the restoration of properties upon which projects are drilled and the plugging
and abandoning of projects are also subject to regulations.

Outer Continental Shelf Lands Act

The Funds projects are
located in the offshore waters of the Gulf of Mexico on the OCS. The Funds operations
and activities, therefore, are governed by, among other things, the OCSLA.

Under OCSLA, the United
States federal government has jurisdiction over oil and natural gas development
on the OCS. As a result, the United States Secretary of the Interior is
empowered to sell exploration, development and production leases of a defined
submerged area of the OCS, or a block, through a competitive bidding process.
Such activity is conducted by the MMS, an agency of the United States
Department of Interior. The MMS administers federal offshore leases pursuant to
regulations promulgated under the OCSLA. Lessees must obtain MMS approval for
exploration, development and production plans prior to the commencement of
offshore operations. In addition, approvals and permits are required from other
agencies such as the U.S. Coast Guard, the Army Corps of Engineers and the
Environmental Protection Agency. Offshore operations are subject to numerous
regulatory requirements, including stringent engineering and construction
specifications related to offshore production facilities and pipelines and
safety-related regulations concerning the design and operating procedures of
these facilities and pipelines. MMS regulations also restrict the flaring or
venting of production and proposed regulations would prohibit the flaring of
liquid hydrocarbons and oil without prior authorization.

The MMS has also imposed
regulations governing the plugging and abandonment of wells located offshore
and the installation and removal of all production facilities. Under certain
circumstances, the MMS may require operations on federal leases to be suspended
or terminated. Any such suspension or termination could adversely affect the
Funds operations and interests.

The MMS conducts auctions
for lease blocks of submerged areas offshore. As part of the leasing activity
and as required by the OCSLA, the leases auctioned include specified lease
terms such as the length of the lease, the amount of royalty to be paid, lease
cancellation and suspension, and, to a degree, the planned activities of
exploration and production to be conducted by the lessee. In addition, the
OCSLA grants the Secretary of the Interior continuing oversight and approval
authority over exploration plans throughout the term of the lease.

Sales and Transportation of Oil and Natural Gas

The Fund sells its
proportionate share of oil and natural gas to the market and receives market
prices from such sales. These sales are not currently subject to regulation by
any federal or state agency. However, in order for it to make such sales the
Fund is dependent upon unaffiliated pipeline companies whose rates, terms and
conditions of transport are subject to regulation by the Federal Energy
Regulatory Commission (FERC). The rates, terms and conditions are regulated
by FERC pursuant to a variety of statutes including the OSCLA, the Natural Gas
Policy Act and the Energy Policy Act of 1992. Generally, depending on certain
factors, pipelines can charge rates that are either market-based or
cost-of-service. In some circumstances, rates can be agreed upon pursuant to
settlement. Thus, the rates that pipelines charge the Fund, although regulated,
are beyond the Funds control. Nevertheless, such rates would apply uniformly
to all transporters on that pipeline and, as a result, management does not
anticipate that the impact to the Fund of any changes in such rates, terms or
conditions would be materially different than the impact upon other oil or
natural gas producers and marketers.

Environmental Matters and Regulation

The Funds operations are
subject to pervasive environmental laws and regulations governing the discharge
of materials into the air and water and the protection of aquatic species and
habitats. However, although it shares the liability along with its other
working interest owners for any environmental damage, most of the activities to
which these environmental laws and regulations apply are conducted by the
operator on the Funds behalf. Nevertheless, environmental laws and regulations
to which its operations are subject may require the Fund, or the operator, to
acquire permits to commence drilling operations, restrict or prohibit the
release of certain materials or substances into the environment, impose the
installation of certain environmental control devices, require certain remedial
measures to prevent pollution and other discharges such as the plugging of
abandoned projects and, finally, impose in some instances severe penalties,
fines and liabilities for the environmental damage that is caused by the Funds
projects.

10

---



Some of the environmental
laws that apply to oil and natural gas exploration and production are:

The Oil Pollution Act. The Oil Pollution Act of 1990, as amended
(the OPA), amends Section 311 of the Federal Water Pollution Control Act of
1972 (the Clean Water Act) and was enacted in response to the numerous tanker
spills, including the Exxon Valdez that occurred in the 1980s. Among other
things, the OPA clarifies the federal response authority to, and increases
penalties for, spills. The OPA establishes a new liability regime for oil
pollution incidents in the aquatic environment. Essentially, the OPA provides
that a responsible party for a vessel or facility from which oil is discharged
or that poses a substantial threat of a discharge could be liable for certain
specified damages resulting from a discharge of oil, including clean-up and
remediation, loss of subsistence use of natural resources, real or personal
property damages, as well as certain public and private damages. A responsible
party includes a lessee of an offshore facility.

The OPA also requires a
responsible party to submit proof of its financial responsibility to cover
environmental cleanup and restoration costs that could be incurred in
connection with an oil spill. Under the OPA, parties responsible for offshore
facilities must provide financial assurance of at least $35 million to address
oil spills and associated damages. In certain limited circumstances, that amount
may be increased to $150 million. As indicated earlier, the Fund has not been
required to make any such showing to the MMS as the operators are responsible
for such compliance. However, notwithstanding the operators responsibility for
compliance, in the event of an oil spill, the Fund, along with the operators
and other working interest owners, could be liable under the OPA for the
resulting environmental damage.

Clean Water Act. Generally, the Clean Water Act imposes
liability for the unauthorized discharge of pollutants, including petroleum
products, into the surface and coastal U.S. waters except in strict conformance
with discharge permits issued by the federal, or state if applicable, agency.
Regulations governing water discharges also impose other requirements, such as
the obligation to prepare spill response plans. The Funds operators are
responsible for compliance with the Clean Water Act although the Fund may be
liable for any failure of the operator to do so.

Federal Clean Air Act. The Federal Clean Air Act of 1970, as
amended (the Clean Air Act) restricts the emission of certain air pollutants.
Prior to constructing new facilities, permits may be required before work can
commence and existing facilities may be required to incur additional capital
costs to add equipment to ensure and maintain compliance. As a result, the
Funds operations may be required to incur additional costs to comply with the
Clean Air Act.

Other Environmental Laws. In addition to the above, the Funds
operations may be subject to the Resource Conservation and Recovery Act of 1976, as amended,
which regulates the generation, transportation, treatment, storage, disposal
and cleanup of certain hazardous wastes, as well as the Comprehensive Environmental
Response, Compensation and Liability Act, which imposes joint
and several liability without regard to fault or legality of conduct on classes
of persons who are considered responsible for the release of a hazardous
substance into the environment.

The above represents a brief
outline of the major environmental laws that may apply to the Funds
operations. The Fund believes that its operators are in compliance with each of
these environmental laws and the regulations promulgated thereunder. The Fund
does not believe that the costs of complying with environmental laws, including
federal, state and local laws, will have a material adverse impact on its
financial condition and/or operations.

|         |             
|-------- | ------------
|ITEM 1A. | RISK FACTORS

Not required.

|         |                          
|-------- | -------------------------
|ITEM 1B. | UNRESOLVED STAFF COMMENTS

Not applicable

11

---



|        |           
|------- | ----------
|ITEM 2. | PROPERTIES

The information regarding
the Funds properties that is contained in Item 1. Business under the heading
Properties of this Annual Report is incorporated herein by reference.

|        |                  
|------- | -----------------
|ITEM 3. | LEGAL PROCEEDINGS

None.

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

None.

PART II

|        |                                                                                                             
|------- | ------------------------------------------------------------------------------------------------------------
|ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

There is currently no
established public trading market for the Shares. As of the date of this
filing, there were 886 shareholders of record of the Fund.

Distributions are made in
accordance with the provisions of the LLC Agreement. At various times
throughout the year, the Manager determines whether there is sufficient available
cash, as defined in the LLC Agreement, for distribution to shareholders. There
is, however, no requirement to distribute available cash and as such, available
cash is distributed to the extent and at such times as the Manager believes is advisable.
During the year ended December 31, 2008 the Fund paid distributions totaling
$4.0 million. No distributions were paid during the year ended December 31,
2007.

|        |                        
|------- | -----------------------
|ITEM 6. | SELECTED FINANCIAL DATA

Not required.

|        |                                                                                      
|------- | -------------------------------------------------------------------------------------
|ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Overview of the Funds Business

The Fund was organized to
acquire interests in oil and natural gas properties located in the United
States offshore waters of Texas, Louisiana and Alabama in the Gulf of Mexico.
The Funds primary investment objective is to generate cash flow for
distribution to its shareholders through participation in oil and natural gas
exploration and development projects in the Gulf of Mexico. Distributions are
funded from cash flow from operations, and the frequency and amount are within
the Managers discretion subject to available cash from operations, reserve
requirements and Fund operations.

The Manager performs certain
duties on the Funds behalf including the evaluation of potential projects for
investment and ongoing management, administrative and advisory services
associated with these projects. The Fund does not currently, nor is there any
plan to operate any project in which the Fund participates. The Manager enters
into operating agreements with third-party operators for the management of all
exploration, development and producing operations, as appropriate. See also
Item 1. Business for additional information regarding the projects of the
Fund.

Revenues are subject to the
markets for and prices of crude oil and natural gas, which have been extremely volatile, and
are likely to continue to be volatile in the future. This volatility is caused
by numerous factors and market conditions that the Fund cannot control or
influence. Therefore, it is impossible to predict the future price of crude oil
and natural gas with any certainty. Low commodity prices could have an adverse
affect on the Funds future profitability.

12

---



Subsequent Event

South Timbalier 287
In September 2008, the Fund
acquired a 4.0% working interest in the exploratory well South Timbalier 287
from Apache, the operator. This project began drilling in March 2008 and was
determined to be an unsuccessful well, or dry hole, in January 2009. For the
year ended December 31, 2008, dry-hole costs related to this well were $3.9
million. Additional dry-hole costs of $0.3 million, including plug and
abandonment expenses, were incurred during the first quarter 2009.

Critical Accounting Estimates

The discussion and analysis
of the Funds financial condition and results of operations are based upon the
Funds financial statements, which have been prepared in conformity with
accounting principles generally accepted in the United States of America
(GAAP). In preparing these financial statements, the Fund is required to make
certain estimates, judgments and assumptions. These estimates, judgments and
assumptions affect the reported amounts of the Funds assets and liabilities,
including the disclosure of contingent assets and liabilities, at the date of
the financial statements and the reported amounts of its revenues and expenses
during the periods presented. The Fund evaluates these estimates and
assumptions on an ongoing basis. The Fund bases its estimates and assumptions
on historical experience and on various other factors that the Fund believes to
be reasonable at the time the estimates and assumptions are made. However,
future events and actual results may differ from these estimates and
assumptions and such differences may have a material impact on the results of
operations, financial position or cash flows. See Note 2 of Notes to the
Financial Statements  Summary of Significant Accounting Policies in Item 8.
Financial Statements and Supplementary Data contained in this Annual Report
for a discussion of the Funds significant accounting policies.

Accounting for Exploration and Development
Costs
Exploration and production activities are accounted for using the successful
efforts method. Costs of acquiring unproved and proved oil and natural gas
leasehold acreage, including lease bonuses, brokers fees and other related
costs are capitalized. Annual lease rentals, exploration expenses and dry-hole
costs are expensed as incurred. Costs of drilling and equipping productive
wells and related production facilities are capitalized.

The costs of exploratory and
developmental wells are capitalized pending determination of whether proved
reserves have been found. Drilling costs remain capitalized after drilling is
completed if (1) the well has found a sufficient quantity of reserves to
justify completion as a producing well and (2) sufficient progress is being
made in assessing the reserves and the economic and operating viability of the
project. If either of those criteria is not met, or if there is substantial
doubt about the economic or operational viability of the project, the
capitalized well costs are charged to expense as dry-hole costs. Indicators of
sufficient progress in assessing reserves and the economic and operating
viability of a project include: commitment of project personnel, active
negotiations for sales contracts with customers, negotiations with governments,
operators and contractors and firm plans for additional drilling and other
factors.

Unproved Property
Unproved property is comprised of capital costs incurred for undeveloped
acreage, wells and production facilities in progress and wells pending
determination. These costs are initially excluded from the depletion base until
the outcome of the project has been determined, or generally until it is known
whether proved reserves will or will not be assigned to the property. The Fund
assesses all items in its unproved property balance on an ongoing basis for
possible impairment or reduction in value.

Proved ReservesAnnually, the Fund engages an independent petroleum engineer, Ryder
Scott Company, L.P., to perform a comprehensive study of the Funds producing
properties and dependent upon timing of discoveries, certain successful
properties, to determine the quantities of reserves and the period over which
such reserves will be recoverable. The Funds estimates of proved reserves are
based on the quantities of oil and natural gas that geological and engineering
data demonstrate, with reasonable certainty, to be recoverable in future years
from known reservoirs under existing economic and operating conditions.
However, there are numerous uncertainties inherent in estimating quantities of
proved reserves and in projecting future revenues, rates of production and
timing of development expenditures, including many factors beyond the Funds
control. The estimation process is very complex and relies on assumptions and
subjective interpretations of available geologic, geophysical, engineering and
production data and the accuracy of reserve estimates is a function of the
quality and quantity of available data, engineering and geological
interpretation, and judgment. In addition, as a result of volatility and
changing market conditions, commodity prices and future development costs will change
from period to period, causing estimates of proved reserves and future net revenues to change. Estimates of proved reserves are key components of the Funds most significant
financial estimates involving its rate for recording depreciation, depletion and amortization.

13

---



Asset Retirement
Obligations 
For oil and natural gas properties, there are obligations to perform removal
and remediation activities when the properties are retired. When a project
reaches drilling depth and is determined to be either proved or dry, a liability
is recognized for the present value of asset retirement obligations once
reasonably estimable. The Fund capitalizes the associated asset retirement
costs as part of the carrying amount of its proved properties. Plug and
abandonment costs associated with unsuccessful projects are expensed as
dry-hole costs.

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. Different pricing assumptions, reserve estimates or discount rates could
result in a different calculated impairment. 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. 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.

Results of Operations

The following
table summarizes the Funds results of operations for the years ended December
31, 2008 and 2007 and should be read in conjunction with the Funds financial
statements and the notes thereto included within Item 8. Financial Statements
and Supplementary Data contained in this Annual Report.

|                                    |  |                         |        |      |   |         |  
|----------------------------------- |  | ----------------------- | ------ | ---- | - | ------- | -
|                                    |  | Year ended December 31, |       
|                                    |  | 2008                    |        | 2007 |  
|                                    |  |                         |        |      |  
|                                    |  | (in thousands)          |       
|Revenue                             |  |                         |        |      |   |         |  
|Oil and gas revenue                 |  | $                       | 8,063  |      | $ |        |  
|                                    |  |                         |        |      |   |         |  
|                                   
|Expenses                            |  |                         |        |      |   |         |  
|Depletion and amortization          |  |                         | 4,098  |      |   |        |  
|Dry-hole costs                      |  |                         | 11,124 |      |   | 9,124   |  
|Investment fees to affiliate        |  |                         |       |      |   | 3,448   |  
|Management fees to affiliate        |  |                         | 1,560  |      |   | 1,566   |  
|Operating expenses                  |  |                         | 554    |      |   | 22      |  
|General and administrative expenses |  |                         | 628    |      |   | 668     |  
|                                    |  |                         |        |      |   |         |  
|Total expenses                      |  |                         | 17,964 |      |   | 14,828  |  
|                                    |  |                         |        |      |   |         |  
|Loss from operations                |  |                         | (9,901 | )    |   | (14,828 | )
|Other income                        |  |                         |        |      |   |         |  
|Interest income                     |  |                         | 640    |      |   | 1,827   |  
|                                    |  |                         |        |      |   |         |  
|                                   
|Net loss                            |  | $                       | (9,261 | )    | $ | (13,001 | )
|                                    |  |                         |        |      |   |         |  

Year ended December
31, 2008 compared to the Year ended December 31, 2007

Overview.
The Fund had three wells come onto production during the year ended December
31, 2008. Eugene Island 346/347 Well #1 and West Cameron 149 began production
in June 2008 and Eugene Island 346/347 Well #2 began production in July 2008
thereby impacting the Funds revenue, depletion and amortization and lease
operating expenses. Prior to June 2008, the Fund had no producing properties
and was classified as an exploratory stage enterprise.

As previously
discussed in Item 1. Business under the Properties heading, hurricane
activity in the third quarter of 2008 did not cause material damage to any of
the Funds wells or facilities, however, damage to certain pipelines, coastal
refineries and gas processing plants have caused certain wells to be shut-down
for several weeks or months. Accordingly, revenues, depletion and amortization
and operating expenses were affected in the third and fourth quarters of 2008
and will continue to be affected during these periods of shut-down.

14

---



Oil and Gas Revenue.
Oil and gas revenue for the year ended December 31, 2008 was $8.1 million
related to the onset of production of Eugene Island 346/347 Well #1 and Well #2
and West Cameron 149. During the year ended December 31, 2008 the Funds wells
sold 14 thousand barrels of oil at an average price of $121 per barrel. During
the year ended December 31, 2008 the Funds wells sold 691 thousand mcf of gas
at an average price of $9.14 per mcf.

Depletion and
Amortization. Depletion and amortization for the
year ended December 31, 2008 was $4.1 million related to the onset of
production of Eugene Island 346/347 Well #1 and Well #2 and West Cameron 149.

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. During the year ended
December 31, 2008, certain wells received credits from their respective
operators upon review and audit of the wells costs. The following table
summarizes dry-hole costs, inclusive of plug and abandonment costs and credits,
for the years ended December 31, 2008 and 2007.

|                               |  |                         |        |      |   |       | 
|------------------------------ |  | ----------------------- | ------ | ---- | - | ----- | 
|                               |  | Year ended December 31, |       
|Lease
 Block                   |  | 2008                    |        | 2007 |  
|                               |  |                         |        |      |  
|                               |  | (in thousands)          |       
|                               |  |                         |        |      |   |       | 
|Eugene Island 29               |  | $                       | 4,311  |      | $ |      | 
|South Timbalier 287            |  |                         | 3,858  |      |   |      | 
|Ruby Project                   |  |                         | 1,539  |      |   |      | 
|Eugene Island 346/347 Well
 #3 |  |                         | 1,227  |      |   |      | 
|Mississippi Canyon 489/490     |  |                         | 325    |      |   | 3,264 | 
|West Cameron 296               |  |                         | (112   | )    |   | 2,680 | 
|Eugene Island 79/82            |  |                         | (24    | )    |   | 3,180 | 
|                               |  |                         |        |      |   |       | 
|                               |  | $                       | 11,124 |      | $ | 9,124 | 
|                               |  |                         |        |      |   |       | 

Investment Fees to
Affiliate. Investment fees for the year ended
December 31, 2007 were $3.4 million. There were no investment fees for the year
ended December 31, 2008. Investment fees consisted of a one-time fee, which
approximated 4.5% of the total capital contributions paid to the Manager for
the service of investigating and evaluating investment opportunities and
effecting transactions.

Management Fees to
Affiliate. Management fees for the year ended
December 31, 2008 and 2007 were $1.6 million, representing 2.5% of the total
capital contributions, net of cumulative dry-hole and related well costs
incurred by the Fund. See additional discussion in Item 1. Business.

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

|                         |  |                         |     |      |   |    | 
|------------------------ |  | ----------------------- | --- | ---- | - | -- | 
|                         |  | Year ended December 31, |    
|                         |  | 2008                    |     | 2007 |  
|                         |  |                         |     |      |  
|                         |  | ( in thousands)         |    
|Lease operating expenses |  | $                       | 279 |      | $ |   | 
|Geological costs         |  |                         | 239 |      |   | 22 | 
|Workover costs           |  |                         | 15  |      |   |   | 
|Accretion expense        |  |                         | 21  |      |   |   | 
|                         |  |                         |     |      |   |    | 
|                         |  | $                       | 554 |      | $ | 22 | 
|                         |  |                         |     |      |   |    | 

Lease
operating expenses for the year ended December 31, 2008 were related to the
onset of production of West Cameron 149 and Eugene Island 346/347 Well #1 and
Well #2. Geological costs for the year ended December 31, 2008 were primarily
related to the Eugene Island 29 well and the Liberty project. Geological costs
for the year ended December 31, 2007 were related to the Eugene Island 346/347
project. Workover costs for the year ended December 31, 2008 were related to
platform repairs for the West Cameron 149 property as a result of Hurricane
Ike. Accretion expense is related to the asset retirement obligations
established for the Funds proved properties.

15

---



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

|                     |  |                         |     |      |   |     | 
|-------------------- |  | ----------------------- | --- | ---- | - | --- | 
|                     |  | Year ended December 31, |    
|                     |  | 2008                    |     | 2007 |  
|                     |  |                         |     |      |  
|                     |  | ( in thousands)         |    
|Insurance expense    |  | $                       | 364 |      | $ | 551 | 
|Accounting fees      |  |                         | 212 |      |   | 77  | 
|Trust fees and other |  |                         | 52  |      |   | 40  | 
|                     |  |                         |     |      |   |     | 
|                     |  | $                       | 628 |      | $ | 668 | 
|                     |  |                         |     |      |   |     | 

Insurance
expense represents premiums related to producing well and well control 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 year ended December 31, 2008 and 2007
interest income was $0.6 million, a $1.2 million decrease from the year ended
December 31, 2007. The decrease in interest income was attributable to a
reduction in average outstanding balances earning interest due to ongoing
capital expenditures coupled with lower interest rates.

Capital Resources and Liquidity

Operating Cash FlowsCash flows provided by operating activities for the year ended
December 31, 2008 were $4.8 million, primarily related to revenue received of
$7.4 million and interest income received of $0.3 million partially offset by
payments for management fees of $1.6 million, general and administrative
expenses of $0.6 million, operating expenses of $0.5 million and unfavorable
working capital of $0.2 million.

Cash flows
used in operating activities for the year ended December 31, 2007 were $4.2
million, primarily related to payments for investment fees of $3.4 million,
management fees of $1.6 million and general and administrative expenses $0.7
million, respectively, partially offset by interest income received of $1.4
million and favorable working capital of $0.1 million.

Investing Cash FlowsCash flows used in investing activities for the
year ended December 31, 2008 were $16.5 million, primarily related to capital
expenditures for oil and gas properties, inclusive of advances to operators,
totaling $26.8 million, purchases of U.S. Treasury securities of $30.0 million
and funding of its salvage fund totaling $0.3 million. These amounts were
partially offset by proceeds from the maturity of marketable securities
totaling $40.7 million.

Cash flows
used in investing activities for the year ended December 31, 2007 were $41.6
million, primarily related to capital expenditures for oil and gas properties,
inclusive of advances to operators, totaling $20.5 million, purchases of U.S.
Treasury securities of $20.0 million, and funding of its salvage fund of $1.0
million.

Financing Cash FlowsCash flows used in financing activities for the
year ended December 31, 2008 were $4.0 million, related to distributions paid
to the Manager and shareholders.

Cash flows
provided by financing activities for the year ended December 31, 2007 were
$67.3 million, primarily related to capital contributions from shareholders
totaling $76.0 million partially offset by $8.7 million of syndication costs
paid.

16

---



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 December 31, 2008, the Fund had committed to
spend an additional $4.5 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 the exploratory well is deemed a dry-hole or if it is
un-economical, the capital allocated to the completion of that well and to the
development of additional wells is then reallocated to a new project or used to
make additional investments.

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.

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

Off-Balance Sheet Arrangements

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

Contractual Obligations

The Fund
enters into operating agreements with operators. On behalf of the Fund, an
operator enters into various contractual commitments pertaining to exploration,
development and production activities. The Fund does not negotiate any such
contracts. No contractual obligations exist at December 31, 2008 and 2007 other
than those discussed in Estimated Capital Expenditures above.

Recent Accounting Pronouncements

See Note 3 of
Notes to Financial Statements  Recent Accounting Standards in Item 8.
Financial Statements and Supplementary Data contained in this Annual Report
for a discussion of recent accounting pronouncements.

|         |                                                           
|-------- | ----------------------------------------------------------
|ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required.

17

---



|        |                                            
|------- | -------------------------------------------
|ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

All financial
statements meeting the requirements of Regulation S-X and the supplementary
financial information required by Item 302 of Regulation S-K are included in
the financial statements listed in Item 15. Exhibits, Financial Statement
Schedules and filed as part of this report.

|        |                                                                                      
|------- | -------------------------------------------------------------------------------------
|ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
 FINANCIAL DISCLOSURE

None.

|         |                        
|-------- | -----------------------
|ITEM 9A. | CONTROLS AND PROCEDURES

Disclosure Controls
and ProceduresUnder the supervision and with the participation
of the Chief Executive Officer and Chief Financial Officer of the Fund,
management of the Fund and the Manager carried out an evaluation of the
effectiveness of the design and operation of the Funds disclosure controls and
procedures pursuant to the Exchange Act Rule 13a-15(e) as of December 31, 2008.
Based upon the evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that the Funds disclosure controls and procedures are
effective as of the end of the period covered by this report.

Managements Report
on Internal Control over Financial ReportingManagement of the Fund is responsible for
establishing and maintaining adequate internal control over financial reporting
(as defined in Exchange Act Rule 13a-15(f)). The Funds internal control over
financial reporting is designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles.

Because of its
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

Management of
the Fund, including its Chief Executive Officer and Chief Financial Officer,
assessed the effectiveness of the Funds internal control over financial
reporting as of December 31, 2008. In making this assessment, Management of the
Fund used the criteria set forth by the Committee of Sponsoring Organizations
of the Treadway Commission (the COSO) in Internal
Control  Integrated Framework. Based on their assessment using
those criteria, management of the Fund concluded that, as of December 31, 2008,
the Funds internal control over financial reporting is effective.

This annual
report does not include an attestation report of the Funds registered public
accounting firm regarding internal control over financial reporting. The Funds
report was not subject to attestation by the Funds registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit the Fund to provide only managements report in this
annual report.

Changes in Internal
Control over Financial Reporting

The Chief Executive Officer and Chief Financial
Officer of the Fund have concluded that there have not been any changes in the
Funds internal control over financial reporting during the quarter ended
December 31, 2008 that have materially affected, or are reasonably likely to
materially affect, the Funds internal control over financial reporting.

|         |                  
|-------- | -----------------
|ITEM 9B. | OTHER INFORMATION

None.

18

---



PART III

|         |                                                       
|-------- | ------------------------------------------------------
|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The Fund has
engaged Ridgewood Energy as the Manager. The Manager has very broad authority,
including the authority to appoint the executive officers of the Fund.
Executive officers of Ridgewood Energy and the Fund and their ages at December
31, 2008 are as follows:

|                                          |  |                                                  |      | 
|----------------------------------------- |  | ------------------------------------------------ | ---- | 
|Name, Age and Position with Registrant    |  | Officer of
 Ridgewood
 Energy
 Corporation Since |     
|                                          |  |                                                  |     
|Robert E.
 Swanson, 61                    |  |                                                  |      | 
|President and Chief Executive Officer     |  |                                                  | 1982 | 
|                                          |  |                                                  |      | 
|W. Greg
 Tabor, 48                        |  |                                                  |      | 
|Executive Vice President and              |  |                                                  |      | 
|Director of Business Development          |  |                                                  | 2004 | 
|                                          |  |                                                  |      | 
|Robert L.
 Gold, 50                       |  |                                                  |      | 
|Executive Vice President                  |  |                                                  | 1987 | 
|                                          |  |                                                  |      | 
|Kathleen P.
 McSherry, 43                 |  |                                                  |      | 
|Executive Vice President and              |  |                                                  |      | 
|Chief Financial Officer                   |  |                                                  | 2000 | 
|                                          |  |                                                  |      | 
|Daniel V.
 Gulino, 48                     |  |                                                  |      | 
|Senior Vice President and General Counsel |  |                                                  | 2003 | 
|                                          |  |                                                  |      | 
|Adrien
 Doherty, 56                       |  |                                                  |      | 
|Executive Vice President                  |  |                                                  | 2006 | 

The officers
in the above table have also been officers of the Fund since November 21, 2006,
the date of inception of the Fund. The officers are employed by and paid
exclusively by the Manager. Set forth below are the names of, and certain
biographical information regarding the executive officers of Ridgewood Energy
and the Fund:

Robert E. Swanson
has served as the President, Chief Executive Officer, sole director, and sole
stockholder of Ridgewood Energy since its inception. Mr. Swanson is also the
controlling member of Ridgewood Renewable Power, LLC (Ridgewood Power) and
Ridgewood Capital Corporation (Ridgewood Capital), affiliates of Ridgewood
Energy. Mr. Swanson has been President and registered principal of Ridgewood
Securities Management, LLC and has served as the Chairman of the Board of
Ridgewood Capital since its organization in 1998. Mr. Swanson is a member of
the New York State and New Jersey State Bars, the Association of the Bar of the
City of New York and the New York State Bar Association. He is a graduate of
Amherst College and Fordham University Law School.

W. Greg Tabor has
served as the Executive Vice President and Director of Business Development for
Ridgewood Energy since January 2004. Mr. Tabor was senior business development
manager for El Paso Production Company from December 2001 to December 2003.
From April 2000 to December 2001, Mr. Tabor was Vice President, Business
Development for Madison Energy Advisors. Mr. Tabor is a graduate of the
University of Houston.

Robert L. Gold has
served as the Executive Vice President of Ridgewood Energy since 1987. Mr. Gold
has also served as the President and Chief Executive Officer of Ridgewood
Capital since its inception in 1998. Mr. Gold is a member of the New York State
Bar. He is a graduate of Colgate University and New York University School of
Law.

Kathleen P. McSherry
has served as the Executive Vice President and Chief Financial Officer of
Ridgewood Energy since 2000. Ms. McSherry has been employed by Ridgewood Energy
since 1987, first as the Assistant Controller and then as the Controller before
being promoted to Chief Financial Officer in 2000. Ms. McSherry also serves as
Vice President of Systems and Administration of Ridgewood Power. Ms. McSherry
holds a Bachelor of Science degree in Accounting.

19

---



Daniel V. Gulino has
served as Senior Vice President and General Counsel of Ridgewood Energy since
August 2003. Mr. Gulino also serves as Senior Vice President and General
Counsel of Ridgewood Power Management, Ridgewood Power, and Ridgewood Capital
and has done so since 2000. Mr. Gulino is a member of the New Jersey State and
Pennsylvania State Bars. He is a graduate of Fairleigh Dickinson University and
Rutgers School of Law.

Adrien Doherty has
served as Executive Vice President of Ridgewood Energy since 2006. Mr. Doherty
joined Ridgewood Energy after a thirty year career in investment banking, most
recently as Head of Barclays Capitals oil and gas banking effort. Mr. Doherty
is a graduate of Amherst College and the Wharton Graduate Division of the
University of Pennsylvania.

Board of Directors and Board Committees
The Fund does
not have its own board of directors or any board committees. The Fund relies
upon the Manager to provide recommendations regarding dispositions and
financial disclosure. Officers of the Fund are not compensated by the Fund, and
all compensation matters are addressed by the Manager, as described in Item 11.
Executive Compensation of this Annual Report. Because the Fund does not
maintain a board of directors and because officers of the Fund are compensated
by the Manager, the Manager believes that it is appropriate for the Fund to not
have a nominating or compensation committee.

Code of EthicsThe Manager of
the Fund has adopted a code of ethics for all employees, including the
Managers principal executive officer and principal financial and accounting
officer. If any amendments are made to the code of ethics or the Manager of the
Fund grants any waiver, including any implicit waiver, from a provision of the
code to any of the Managers executive officers, the Fund will disclose the
nature of such amendment or waiver on our website or in a current report on
Form 8-K. Copies of the code of ethics are available, without charge, on the
Managers website at www.ridgewoodenergy.com and in print upon written request
to the business address of the Manager at 947 Linwood Avenue, Ridgewood, New
Jersey 07450, ATTN: General Counsel.

Section 16(a) Beneficial Ownership Reporting
Compliance Section 16(a)
of the Exchange Act, as amended, requires the Funds executive officers and
directors, and persons who own more than 10% of a registered class of the
Funds equity securities, to file reports of ownership and changes in ownership
with the SEC. Based on a review of the copies of reports furnished or otherwise
available to the Fund, the Fund believes that during the year ended December
31, 2008, all filing requirements applicable to its officers, directors and 10%
beneficial owners were met.

|         |                       
|-------- | ----------------------
|ITEM 11. | EXECUTIVE COMPENSATION

The executive
officers of the Fund do not receive compensation from the Fund. The Manager, or
its affiliates, compensates the officers without additional payments by the
Fund. See Item 13. Certain Relationships and Related Transactions, and
Director Independence for more information regarding Manager compensation and
payments to affiliated entities.

|         |                                                                                                
|-------- | -----------------------------------------------------------------------------------------------
|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
 RELATED STOCKHOLDER MATTERS

The following
table sets forth information with respect to beneficial ownership of the shares
as of March 18, 2009 (no person owns more than 5% of the shares) by:

| |   |                                                      
| | - | -----------------------------------------------------
| | · | each
 executive officer (there are no directors); and
| | · | all of the
 executive officers as a group.           

Beneficial
ownership is determined in accordance with the rules of the SEC and includes
voting or investment power with respect to the securities. Except as indicated
by footnote, and subject to applicable community property laws, the persons
named in the table below have sole voting and investment power with respect to
all shares shown as beneficially owned by them. Percentage of beneficial
ownership is based on 513.1226 shares outstanding at March 18, 2009. Other than
as indicated below, no officer of the Manager or the Fund owns any of the
Funds Shares.

20

---



|                                                              |  |                   |     |         |  |   | 
|------------------------------------------------------------- |  | ----------------- | --- | ------- |  | - | 
|Name of
 beneficial owner                                     |  | Number
 of Shares |     | Percent | 
|                                                              |  |                   |     |         | 
|                                                              |  |                   |     |         |  |   | 
|Robert E. Swanson, President and Chief
 Executive Officer (1) |  |                   | 1.0 |         |  | * | 
|Executive officers as a group (1)                             |  |                   | 1.0 |         |  | * | 

|    |                                                                                      
|--- | -------------------------------------------------------------------------------------
|*   | Represents
 less than one percent.                                                   
|(1) | Includes
 shares owned by Mr. Swansons family members and trusts, which he controls.

|         |                                                                           
|-------- | --------------------------------------------------------------------------
|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
 INDEPENDENCE

During the
year ended December 31, 2007 the Fund incurred a one-time investment fee of
$3.4 million, which approximated 4.5% of initial capital contributions, which
was payable to the Manager, for services of investigating and evaluating
investment opportunities and effecting transactions, which was expensed as
incurred. There were no investment fees incurred during the year ended December
31, 2008.

During the
year ended December 31, 2007 the Fund incurred an offering fee, payable to the
Manager, totaling $2.7 million, which approximated 3.5% of capital
contributions, directly related to the offer and sale of Shares of the Fund. Such
offering fee was included in syndication costs of $8.7 million.

For the year
ended December 31, 2007, 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 $0.7 million,
respectively, which are reflected in syndication costs.

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 the
years ended December 31, 2008 and 2007 were $1.6 million.

The Manager is
entitled to receive a 15% interest in cash distributions made by the Fund.
Distributions paid to the Manager for the year ended December 31, 2008 were
$0.6 million. There were no distributions paid by the Fund for the year ended
December 31, 2007.

At times,
short-term payables and receivables, which do not bear interest, arise from
transactions with affiliates in the ordinary course of business. At December
31, 2007, the Manager owed the Fund $6 thousand related to an overpayment of
expenses, which was included in other current assets. At December 31, 2008
there were no such amounts outstanding.

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.

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.

21

---



|         |                                       
|-------- | --------------------------------------
|ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES

The following
table presents fees for services rendered by Deloitte & Touche LLP for the
years ended December 31, 2008 and 2007.

|               |  |                         |     |  |      |   |    | 
|-------------- |  | ----------------------- | --- |  | ---- | - | -- | 
|               |  | Year ended December 31, |    
|               |  | 2008                    |     |  | 2007 |  
|               |  |                         |     |  |      |  
|               |  | (in thousands)          |    
|Audit fees (1) |  | $                       | 130 |  |      | $ | 55 | 

|    |                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Fees for
 audit of annual financial statements, reviews of the related quarterly
 financial statements, and reviews of documents filed with the SEC.

PART IV

|         |                                        
|-------- | ---------------------------------------
|ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES

|        |                     
|------- | --------------------
|(a) (1) | Financial Statements

See Index to
Financial Statements set forth on page F-1.

|        |                              
|------- | -----------------------------
|(a) (2) | Financial Statement Schedules

None.

22

---



(a) (3)

|                |  |                                                                                                                                                                                                                                                             |  |                                                                             
|--------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------
|EXHIBIT
 NUMBER |  | TITLE OF
 EXHIBIT                                                                                                                                                                                                                                           |  | METHOD OF
 FILING                                                           
|                |  |                                                                                                                                                                                                                                                             |  |                                                                             
|               
|3.1             |  | Articles of Formation of
 Ridgewood Energy V Fund, LLC dated November 21, 2006 and filed with the
 Secretary of State of the State of Delaware on November 22, 2006                                                                                         |  | Incorporated by reference
 to the Funds Form 10 filed on April 18, 2008    
|                |  |                                                                                                                                                                                                                                                             |  |                                                                             
|3.2             |  | Limited Liability Company
 Agreement between Ridgewood Energy Corporation and Investors of Ridgewood
 Energy V Fund, LLC dated January 3, 2007                                                                                                              |  | Incorporated by reference
 to the Funds Form 10 filed on April 18, 2008    
|                |  |                                                                                                                                                                                                                                                             |  |                                                                             
|3.3             |  | Private Offering
 Memorandum, dated January 3, 2007                                                                                                                                                                                                         |  | Incorporated by reference
 to the Funds Form 10 filed on April 18, 2008    
|                |  |                                                                                                                                                                                                                                                             |  |                                                                             
|10.1            |  | Participation Agreement
 between LLOG Exploration Offshore, Inc. and Ridgewood Energy Corporation as
 Manager for Liberty Project                                                                                                                           |  | Incorporated by reference
 to the Funds Form 10/A filed on June 18, 2008   
|                |  |                                                                                                                                                                                                                                                             |  |                                                                             
|10.2            |  | Participation Agreement
 between PetroQuest Energy, L.L.C. and Ridgewood Energy Corporation as Manager
 for Ruby Project                                                                                                                                    |  | Incorporated by reference
 to the Funds Form 10-Q filed on July 31, 2008   
|                |  |                                                                                                                                                                                                                                                             |  |                                                                             
|10.3            |  | Participation Agreement
 between Newfield Exploration Company and Ridgewood Energy Corporation as
 Manager for Neptune Project                                                                                                                              |  | Incorporated by reference
 to the Funds Form 10-Q filed on November 3, 2008
|                |  |                                                                                                                                                                                                                                                             |  |                                                                             
|10.4            |  | Participation Agreement
 between Apache Corporation and Ridgewood Energy Corporation as Manager for
 South Timbalier 287                                                                                                                                    |  | Filed herewith                                                              
|                |  |                                                                                                                                                                                                                                                             |  |                                                                             
|23.1            |  | Consent of Ryder Scott
 Company, L.P.                                                                                                                                                                                                                       |  | Filed herewith                                                              
|                |  |                                                                                                                                                                                                                                                             |  |                                                                             
|31.1            |  | Certification of Robert E.
 Swanson, Chief Executive Officer of the Fund, pursuant to Securities Exchange
 Act Rule 13a-14(a)                                                                                                                               |  | Filed herewith                                                              
|                |  |                                                                                                                                                                                                                                                             |  |                                                                             
|31.2            |  | Certification of Kathleen
 P. McSherry, Chief Financial Officer of the Fund, pursuant to Securities
 Exchange Act Rule 13a-14(a)                                                                                                                            |  | Filed herewith                                                              
|                |  |                                                                                                                                                                                                                                                             |  |                                                                             
|32              |  | Certifications pursuant to
 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The
 Sarbanes-Oxley Act of 2002, signed by Robert E. Swanson, Chief Executive
 Officer of the Fund and Kathleen P. McSherry, Chief Financial Officer of the
 Fund |  | Filed herewith                                                              

23

---



INDEX
TO FINANCIAL STATEMENTS

|                                                                                                      |  |     
|----------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                      |  | PAGE
|                                                                                                      |  |     
|                                                                                                      |  |     
|Report of Independent Registered Public Accounting Firm                                               |  | F-2 
|Balance Sheets as of December 31, 2008 and 2007                                                       |  | F-3 
|Statements of Operations for the years ended December 31, 2008 and
 2007                              |  | F-4 
|Statements of Changes in Members Capital for the years ended
 December 31, 2008 and 2007             |  | F-5 
|Statements of Cash Flows for the years ended December 31, 2008 and
 2007                              |  | F-6 
|Notes to Financial Statements                                                                         |  | F-7 
|Supplementary Financial Information  Information about Oil and Gas
 Producing Activities - Unaudited |  | F-13
|                                                                                                      |  |     
|                                                                                                      |  |     

F-1

---



REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

To the
Shareholders and Manager of Ridgewood Energy V Fund, LLC:

We have audited
the accompanying balance sheets of Ridgewood Energy V Fund, LLC (the Fund) as
of December 31,
2008 and 2007, and the related statements of operations, changes in members
capital, and cash flows for the years ended December 31, 2008 and 2007. These
financial statements are the responsibility of the Funds management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted
our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Fund is not required to have,
nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audits included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Funds internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion,
such financial statements present fairly, in all material respects, the
financial position of Ridgewood Energy V Fund, LLC as of December 31, 2008 and
2007, and the results of its operations and its cash flows for the years ended
December 31, 2008 and 2007, in conformity with accounting principles generally
accepted in the United States of America.

|                           | 
|-------------------------- | 
|/s/ Deloitte
 & Touche LLP | 
|                           | 
|                           | 
|Parsippany,
 New Jersey    | 
|March 18,
 2009            | 

F-2

---



RIDGEWOOD ENERGY V FUND, LLCBALANCE SHEETS 
(in thousands, except share data)

|                                                                                      |  |              |         |      |   |         |  
|------------------------------------------------------------------------------------- |  | ------------ | ------- | ---- | - | ------- | -
|                                                                                      |  | December 31, |        
|                                                                                      |  | 2008         |         | 2007 |  
|                                                                                      |  |              |         |      |  
|ASSETS                                                                                |  |              |         |      |   |         |  
|Current assets:                                                                       |  |              |         |      |   |         |  
|Cash and cash equivalents                                                             |  | $            | 5,903   |      | $ | 21,611  |  
|Short-term investments in marketable securities                                       |  |              | 10,072  |      |   | 20,371  |  
|Production receivable                                                                 |  |              | 642     |      |   |        |  
|Other current assets                                                                  |  |              | 286     |      |   | 206     |  
|                                                                                      |  |              |         |      |   |         |  
|Total current assets                                                                  |  |              | 16,903  |      |   | 42,188  |  
|                                                                                      |  |              |         |      |   |         |  
|Salvage fund                                                                          |  |              | 1,346   |      |   | 1,017   |  
|                                                                                     
|Oil and gas properties:                                                               |  |              |         |      |   |         |  
|Advances to operators for working interests and expenditures                          |  |              | 1,233   |      |   | 225     |  
|Unproved properties                                                                   |  |              | 369     |      |   | 12,856  |  
|Proved properties                                                                     |  |              | 27,924  |      |   |        |  
|Less: accumulated depletion and amortization                                          |  |              | (4,098  | )    |   |        |  
|                                                                                      |  |              |         |      |   |         |  
|Total oil and gas properties, net                                                     |  |              | 25,428  |      |   | 13,081  |  
|                                                                                      |  |              |         |      |   |         |  
|                                                                                     
|Total assets                                                                          |  | $            | 43,677  |      | $ | 56,286  |  
|                                                                                      |  |              |         |      |   |         |  
|LIABILITIES AND MEMBERS CAPITAL                                                      |  |              |         |      |   |         |  
|Current liabilities:                                                                  |  |              |         |      |   |         |  
|Due to operator                                                                       |  | $            | 1,447   |      | $ | 1,786   |  
|Accrued expenses                                                                      |  |              | 77      |      |   | 170     |  
|                                                                                      |  |              |         |      |   |         |  
|Total current liabilities                                                             |  |              | 1,524   |      |   | 1,956   |  
|                                                                                     
|Asset retirement obligations                                                          |  |              | 1,133   |      |   |        |  
|                                                                                      |  |              |         |      |   |         |  
|Total liabilities                                                                     |  |              | 2,657   |      |   | 1,956   |  
|                                                                                      |  |              |         |      |   |         |  
|Commitments and contingencies (Note 8)                                                |  |              |         |      |   |         |  
|Members capital:                                                                     |  |              |         |      |   |         |  
|Manager:                                                                              |  |              |         |      |   |         |  
|Distributions                                                                         |  |              | (607    | )    |   |        |  
|Retained earnings (accumulated deficit)                                               |  |              | 292     |      |   | (403    | )
|                                                                                      |  |              |         |      |   |         |  
|Managers total                                                                       |  |              | (315    | )    |   | (403    | )
|                                                                                      |  |              |         |      |   |         |  
|                                                                                     
|Shareholders:                                                                         |  |              |         |      |   |         |  
|Capital contributions (850 shares authorized; 513.1226 shares issued and outstanding) |  |              | 76,006  |      |   | 76,006  |  
|Syndication costs                                                                     |  |              | (8,675  | )    |   | (8,675  | )
|Distributions                                                                         |  |              | (3,442  | )    |   |        |  
|Accumulated deficit                                                                   |  |              | (22,554 | )    |   | (12,598 | )
|                                                                                      |  |              |         |      |   |         |  
|Shareholders total                                                                   |  |              | 41,335  |      |   | 54,733  |  
|                                                                                      |  |              |         |      |   |         |  
|                                                                                      |  |              |         |      |   |         |  
|Total members capital                                                                |  |              | 41,020  |      |   | 54,330  |  
|                                                                                      |  |              |         |      |   |         |  
|                                                                                     
|Total liabilities and members capital                                                |  | $            | 43,677  |      | $ | 56,286  |  
|                                                                                      |  |              |         |      |   |         |  

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

F-3

---



RIDGEWOOD ENERGY V FUND, LLCSTATEMENTS OF OPERATIONS
(in thousands, except share data)

|                                      |  |                         |         |      |   |         |  
|------------------------------------- |  | ----------------------- | ------- | ---- | - | ------- | -
|                                      |  | Year ended December 31, |        
|                                      |  | 2008                    |         | 2007 |  
|                                      |  |                         |         |      |  
|Revenue                               |  |                         |         |      |   |         |  
|Oil and gas revenue                   |  | $                       | 8,063   |      | $ |        |  
|                                      |  |                         |         |      |   |         |  
|Expenses                              |  |                         |         |      |   |         |  
|Depletion and amortization            |  |                         | 4,098   |      |   |        |  
|Dry-hole costs                        |  |                         | 11,124  |      |   | 9,124   |  
|Investment fees to affiliate (Note 6) |  |                         |        |      |   | 3,448   |  
|Management fees to affiliate (Note 6) |  |                         | 1,560   |      |   | 1,566   |  
|Operating expenses                    |  |                         | 554     |      |   | 22      |  
|General and administrative expenses   |  |                         | 628     |      |   | 668     |  
|                                      |  |                         |         |      |   |         |  
|Total expenses                        |  |                         | 17,964  |      |   | 14,828  |  
|                                      |  |                         |         |      |   |         |  
|Loss from operations                  |  |                         | (9,901  | )    |   | (14,828 | )
|Other income                          |  |                         |         |      |   |         |  
|Interest income                       |  |                         | 640     |      |   | 1,827   |  
|                                      |  |                         |         |      |   |         |  
|Net loss                              |  | $                       | (9,261  | )    | $ | (13,001 | )
|                                      |  |                         |         |      |   |         |  
|                                      |  |                         |         |      |   |         |  
|Manager Interest                      |  |                         |         |      |   |         |  
|Net income (loss)                     |  | $                       | 695     |      | $ | (403    | )
|                                     
|Shareholder Interest                  |  |                         |         |      |   |         |  
|Net loss                              |  | $                       | (9,956  | )    | $ | (12,598 | )
|Net loss per share                    |  | $                       | (19,403 | )    | $ | (24,552 | )

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

F-4

---



RIDGEWOOD ENERGY V FUND, LLC STATEMENTS OF CHANGES IN MEMBERS CAPITAL
(in thousands, except share data)

|                                                                                                                                                                                         |  |             |          |         |   |              |   |       |         |   |   |         |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------- | -------- | ------- | - | ------------ | - | ----- | ------- | - | - | ------- | -
|                                                                                                                                                                                         |  | # of Shares |          | Manager |   | Shareholders |   | Total |        
|                                                                                                                                                                                         |  |             |          |         |   |              |   |       |        
|                                                                                                                                                                                         |  |             |          |         |   |              |   |       |        
|Balances, November 21, 2006 (Inception)                                                                                                                                                  |  |             |         |         | $ |             |   | $     |        |   | $ |        |  
|                                                                                                                                                                                         |  |             |          |         |   |              |   |       |         |   |   |         |  
|Shareholders capital contributions                                                                                                                                                      |  |             | 513.1226 |         |   |             |   |       | 76,006  |   |   | 76,006  |  
|Syndication costs (includes the Managers offering fees of $2,682 and
 Ridgewood Securities Corporations selling commissions and placement fees of
 $61 and $739, respectively, Note 6) |  |             |         |         |   |             |   |       | (8,675  | ) |   | (8,675  | )
|Net loss                                                                                                                                                                                 |  |             |         |         |   | (403         | ) |       | (12,598 | ) |   | (13,001 | )
|                                                                                                                                                                                         |  |             |          |         |   |              |   |       |         |   |   |         |  
|                                                                                                                                                                                        
|Balances, December 31, 2007                                                                                                                                                              |  |             | 513.1226 |         |   | (403         | ) |       | 54,733  |   |   | 54,330  |  
|                                                                                                                                                                                         |  |             |          |         |   |              |   |       |         |   |   |         |  
|Distributions                                                                                                                                                                            |  |             |         |         |   | (607         | ) |       | (3,442  | ) |   | (4,049  | )
|Net income (loss)                                                                                                                                                                        |  |             |         |         |   | 695          |   |       | (9,956  | ) |   | (9,261  | )
|                                                                                                                                                                                         |  |             |          |         |   |              |   |       |         |   |   |         |  
|                                                                                                                                                                                        
|Balances, December 31, 2008                                                                                                                                                              |  |             | 513.1226 |         | $ | (315         | ) | $     | 41,335  |   | $ | 41,020  |  
|                                                                                                                                                                                         |  |             |          |         |   |              |   |       |         |   |   |         |  

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

F-5

---



RIDGEWOOD ENERGY V FUND, LLCSTATEMENTS OF CASH FLOWS
(in thousands)

|                                                                                                    |  |                         |         |      |   |         |  
|--------------------------------------------------------------------------------------------------- |  | ----------------------- | ------- | ---- | - | ------- | -
|                                                                                                    |  | Year ended December 31, |        
|                                                                                                    |  | 2008                    |         | 2007 |  
|                                                                                                    |  |                         |         |      |  
|                                                                                                    |  |                         |         |      |   |         |  
|Cash flows from operating activities                                                                |  |                         |         |      |   |         |  
|Net loss                                                                                            |  | $                       | (9,261  | )    | $ | (13,001 | )
|Adjustments to reconcile net loss to net cash provided by (used in)
 operating activities:          |  |                         |         |      |   |         |  
|Depletion and amortization                                                                          |  |                         | 4,098   |      |   |        |  
|Dry-hole costs                                                                                      |  |                         | 11,124  |      |   | 9,124   |  
|Accretion expense                                                                                   |  |                         | 21      |      |   |        |  
|Interest earned on marketable securities                                                            |  |                         | (375    | )    |   | (371    | )
|Changes in assets and liabilities:                                                                  |  |                         |         |      |   |         |  
|Increase in production receivable                                                                   |  |                         | (642    | )    |   |        |  
|Increase in other current assets                                                                    |  |                         | (165    | )    |   | (87     | )
|Increase in due to operator                                                                         |  |                         | 114     |      |   |        |  
|(Decrease) increase in accrued expenses                                                             |  |                         | (93     | )    |   | 170     |  
|                                                                                                    |  |                         |         |      |   |         |  
|                                                                                                    |  |                         |         |      |   |         |  
|Net cash provided by (used in) operating activities                                                 |  |                         | 4,821   |      |   | (4,165  | )
|                                                                                                    |  |                         |         |      |   |         |  
|                                                                                                    |  |                         |         |      |   |         |  
|Cash flows from investing activities                                                                |  |                         |         |      |   |         |  
|Payments to operators for working interests and expenditures                                        |  |                         | (1,233  | )    |   | (225    | )
|Capital expenditures for oil and gas properties                                                     |  |                         | (25,592 | )    |   | (20,313 | )
|Salvage fund investments                                                                            |  |                         | (300    | )    |   | (1,017  | )
|Interest reinvested in salvage fund                                                                 |  |                         | (29     | )    |   |        |  
|Proceeds from the maturity of marketable securities                                                 |  |                         | 40,674  |      |   |        |  
|Investment in marketable securities                                                                 |  |                         | (30,000 | )    |   | (20,000 | )
|                                                                                                    |  |                         |         |      |   |         |  
|                                                                                                   
|Net cash used in investing activities                                                               |  |                         | (16,480 | )    |   | (41,555 | )
|                                                                                                    |  |                         |         |      |   |         |  
|                                                                                                    |  |                         |         |      |   |         |  
|Cash flows from financing activities                                                                |  |                         |         |      |   |         |  
|Distributions paid                                                                                  |  |                         | (4,049  | )    |   |        |  
|Contributions from shareholders                                                                     |  |                         |        |      |   | 76,006  |  
|Syndication costs paid                                                                              |  |                         |        |      |   | (8,675  | )
|                                                                                                    |  |                         |         |      |   |         |  
|                                                                                                   
|Net cash (used in) provided by financing activities                                                 |  |                         | (4,049  | )    |   | 67,331  |  
|                                                                                                    |  |                         |         |      |   |         |  
|                                                                                                    |  |                         |         |      |   |         |  
|Net (decrease) increase in cash and cash equivalents                                                |  |                         | (15,708 | )    |   | 21,611  |  
|                                                                                                    |  |                         |         |      |   |         |  
|Cash and cash equivalents, beginning of period                                                      |  |                         | 21,611  |      |   |        |  
|                                                                                                    |  |                         |         |      |   |         |  
|                                                                                                   
|Cash and cash equivalents, end of period                                                            |  | $                       | 5,903   |      | $ | 21,611  |  
|                                                                                                    |  |                         |         |      |   |         |  
|                                                                                                    |  |                         |         |      |   |         |  
|Supplemental schedule of non-cash investing
 activities                                             |  |                         |         |      |   |         |  
|Advances used for capital expenditures in oil and gas properties
 reclassified to proved properties |  | $                       | 225     |      | $ |        |  

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

F-6

---



RIDGEWOOD ENERGY V FUND, LLC
NOTES TO FINANCIAL
STATEMENTS

1. Organization and Purpose

The Ridgewood
Energy V Fund, LLC (the Fund), a Delaware limited liability company, was
formed on November 21, 2006 and operates pursuant to a limited liability
company agreement (the LLC Agreement) dated as of January 3, 2007 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. During the second quarter 2008, 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 outside custodians,
depositories, accountants, attorneys, broker-dealers, corporate fiduciaries,
insurers, banks and others as required. See Notes 2, 6 and 8.

2. Summary of Significant Accounting Policies

Use of EstimatesThe preparation of financial statements in
conformity with accounting principles generally accepted in the United States
of America (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 property balances, determination of proved reserves, impairments and asset
retirement obligations. Actual results may differ from those estimates.

Cash and Cash
EquivalentsAll 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 December 31, 2008, bank balances, inclusive of salvage fund,
exceeded federally insured limits by $5.8 million, all of which was invested in
money market accounts that invest solely in U.S. Treasury bills and notes.
Effective October 2008 through December 31, 2009, 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 during
this period.

Investments in
Marketable SecuritiesAt times the Fund may invest in U.S. Treasury bills and notes. These
investments are considered short-term when their maturities are greater than
three months and one year or less, and long-term when their maturities are
greater than one year. At December 31, 2008 and 2007 the Fund had short-term
held-to-maturity investments totaling $10.1 million and $20.4 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 short-term held-to-maturity investment held
at December 31, 2008 matured in February 2009.

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

Salvage FundThe 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 December 31, 2008 the Fund had a held-to-maturity
investment within its salvage fund totaling $1.0 million, which matures in
February 2013.

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

F-7

---



Oil and Gas
PropertiesThe 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. The Manager does not
currently intend to sell any of the Funds property interests.

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

As of December
31, 2008 and 2007 amounts recorded in due to operators totaling $1.3 million
and $1.8 million, respectively, related to capital expenditures for oil and gas
properties.

Advances to
Operators for Working Interests and ExpendituresThe Funds acquisition of a working interest in a
well or a project requires it to make a payment to the seller for the Funds
right, title and interest. The Fund 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
ObligationsFor 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 table
below presents changes in asset retirement obligations for the years ended
December 31, 2008 and 2007.

|                      |  |                |       |      |   |   | 
|--------------------- |  | -------------- | ----- | ---- | - | - | 
|                      |  | 2008           |       | 2007 |  
|                      |  |                |       |      |  
|                      |  | (in thousands) |      
|Balance - January 1   |  | $              |      |      | $ |  | 
|Liabilities incurred  |  |                | 1,112 |      |   |  | 
|Liabilities settled   |  |                |      |      |   |  | 
|Accretion expense     |  |                | 21    |      |   |  | 
|                      |  |                |       |      |   |   | 
|                     
|Balance - December 31 |  | $              | 1,133 |      | $ |  | 
|                      |  |                |       |      |   |   | 

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

Syndication CostsSyndication 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.

F-8

---



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

As of December
31, 2008 and 2007, there were no material oil or gas balancing arrangements
between the Fund and other working interest owners.

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. Different pricing assumptions, reserve estimates or discount rates could
result in a different calculated impairment. 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. 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
AmortizationDepletion 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 wells. 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 began production in June 2008.

Income TaxesNo 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
AllocationProfits 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.

3. Recent Accounting Standards

In December
2008, the Securities and Exchange Commission (SEC) announced final approval
of new requirements for reporting oil and gas reserves. 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 new rule is expected to be effective for fiscal years
ending on or after December 31, 2009. The Fund has not yet evaluated the
effects of these new requirements on its financial statements and disclosures.

In May 2008,
the Financial Accounting Standards Board (FASB) issued SFAS No. 162, The
Hierarchy of Generally Accepted Accounting Principles, (SFAS No.162), which
identifies the sources of accounting principles and the framework for selecting
the principles used in the preparation of financial statements that are
presented in conformity with GAAP. SFAS No. 162 will be effective sixty days
following the SECs approval of the Public Company Accounting Oversight Board
amendments to AU Section 411. The Fund does not expect the adoption of SFAS No.
162 will have a material impact on its financial condition or results of
operation.

In February
2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets
and Financial Liabilities (SFAS No. 159), which permits entities to measure
many financial instruments and certain other items at fair value that are not
currently required to be measured at fair value. An entity would report
unrealized gains and losses on items for which the fair value option has been
elected in earnings at each subsequent reporting date. The objective is to
improve financial reporting by providing entities with the opportunity to
mitigate volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. The decision about whether to elect the fair value option (i) is
applied instrument by instrument, with a few exceptions; (ii) is irrevocable;
and (iii) is applied only to entire instruments and not to portions of
instruments. The statement requires disclosures that facilitate comparisons (a)
between entities that choose different measurement attributes for similar
assets and liabilities and (b) between assets and liabilities in the financial
statements of an entity that selects different measurement attributes for
similar assets and liabilities. SFAS No. 159 was effective for financial
statements issued for fiscal years beginning after November 15, 2007. The Fund
has not elected to measure existing assets and liabilities at fair value.

F-9

---



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

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. As of December 31, 2008,
the Fund had no capitalized exploratory well costs greater than one year. The
following table reflects the net changes in unproved properties for the years
ended December 31, 2008 and 2007.

|                                                                                              |  |                |         |      |   |        | 
|--------------------------------------------------------------------------------------------- |  | -------------- | ------- | ---- | - | ------ | 
|                                                                                              |  | 2008           |         | 2007 |  
|                                                                                              |  |                |         |      |  
|                                                                                              |  | (in thousands) |        
|Balance - January 1                                                                           |  | $              | 12,856  |      | $ |       | 
|                                                                                              |  |                |         |      |   |        | 
|Additions to capitalized exploratory well costs pending the
 determination of proved reserves |  |                | 13,194  |      |   | 12,856 | 
|Reclassifications to proved properties based on the determination of
 proved reserves         |  |                | (25,681 | )    |   |       | 
|Capitalized exploratory well costs charged to dry hole costs                                  |  |                |        |      |   |       | 
|                                                                                              |  |                |         |      |   |        | 
|                                                                                             
|Balance - December 31                                                                         |  | $              | 369     |      | $ | 12,856 | 
|                                                                                              |  |                |         |      |   |        | 

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. During the year ended December 31, 2008, the Fund
received credits on certain wells from their respective operators upon review
and audit of the wells costs. Dry-hole costs, inclusive of credits and plug
and abandonment expenses, are detailed in the table below.

|                              |  |                         |        |      |   |       | 
|----------------------------- |  | ----------------------- | ------ | ---- | - | ----- | 
|                              |  | Year ended December 31, |       
|Lease
 Block                  |  | 2008                    |        | 2007 |  
|                              |  |                         |        |      |  
|                              |  | (in thousands)          |       
|                              |  |                         |        |      |   |       | 
|Eugene Island 29              |  | $                       | 4,311  |      | $ |      | 
|South Timbalier 287           |  |                         | 3,858  |      |   |      | 
|Ruby Project                  |  |                         | 1,539  |      |   |      | 
|Eugene Island 346/347 Well #3 |  |                         | 1,227  |      |   |      | 
|Mississippi Canyon 489/490    |  |                         | 325    |      |   | 3,264 | 
|West Cameron 296              |  |                         | (112   | )    |   | 2,680 | 
|Eugene Island 79/82           |  |                         | (24    | )    |   | 3,180 | 
|                              |  |                         |        |      |   |       | 
|                              |  | $                       | 11,124 |      | $ | 9,124 | 
|                              |  |                         |        |      |   |       | 

F-10

---



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 Funds LLC Agreement, which range from approximately $8
thousand to $12 thousand per share.

The Manager
will determine whether available cash from operations, as defined in the Funds
LLC Agreement, is to be distributed. Such distribution will be allocated 85% to
the shareholders and 15% to the Manager, as required by 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 Fund began
making distributions to eligible early investors during the third quarter of
2008. During the year ended December 31, 2008 the Manager and shareholder
distributions totaled $0.6 million and $3.4 million, respectively. There were
no distributions paid by the Fund during 2007.

6. Related Parties

During the
year ended December 31, 2007 the Fund incurred a one-time investment fee of
$3.4 million, which approximated 4.5% of initial capital contributions, which
was payable to the Manager, for services of investigating and evaluating
investment opportunities and effecting transactions, which was expensed as
incurred. There were no investment fees incurred during the year ended December
31, 2008.

During the
year ended December 31, 2007 the Fund incurred an offering fee, payable to the
Manager, totaling $2.7 million, which approximated 3.5% of capital
contributions, directly related to the offer and sale of Shares of the Fund.
Such offering fee was included in syndication costs of $8.7 million.

For the year
ended December 31, 2007, 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 $0.7 million,
respectively, which are reflected in syndication costs.

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 the
years ended December 31, 2008 and 2007 were $1.6 million.

At times,
short-term payables and receivables, which do not bear interest, arise from
transactions with affiliates in the ordinary course of business. At December
31, 2007, the Manager owed the Fund $6 thousand related to an overpayment of
expenses, which was included in other current assets. At December 31, 2008
there were no such amounts outstanding.

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

At December
31, 2008 and 2007, cash and cash equivalents, short-term investments in
marketable securities, production receivable, salvage fund and accrued expenses
approximate fair value due to their short-term nature.

8. Commitments and Contingencies

Capital CommitmentsThe 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 December 31, 2008,
the Fund had committed to spend an additional $4.5 million related to its
investment properties.

F-11

---



Environmental
ConsiderationsThe 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 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
natural gas industry. However, due to the significant public and governmental
interest in environmental matters related to those activities, the Manager
cannot predict the effects of possible future legislation, rule changes, or
governmental or private claims. At December 31, 2008 and 2007 there were no
known environmental contingencies that required the Fund to record a liability.

Insurance CoverageThe 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. Subsequent Event

South Timbalier 287In September 2008, the Fund acquired a 4.0%
working interest in the exploratory well South Timbalier 287 from Apache
Corporation (Apache), the operator. This project began drilling in March 2008
and was determined to be an unsuccessful well, or dry hole, in January 2009.
For the year ended December 31, 2008, dry-hole costs related to this well were
$3.9 million. Additional dry-hole costs of $0.3 million, including plug and
abandonment expenses, were incurred during the first quarter 2009.

F-12

---



Ridgewood Energy V Fund, LLC Supplementary Financial Information
Information about Oil and Gas Producing Activities - Unaudited

In accordance
with Statement of Financial Accounting Standards No. 69, Disclosures about Oil
and Gas Producing Activities, this section provides supplemental information
on oil and natural gas exploration and producing activities of the Fund. The
Fund is engaged solely in oil and gas activities, all of which are currently
located in the United States offshore waters of Louisiana in the Gulf of
Mexico.

Table I -
Capitalized Costs Relating to Oil and Gas Producing Activities

|                                                             |  |                |        |      |   |        | 
|------------------------------------------------------------ |  | -------------- | ------ | ---- | - | ------ | 
|                                                             |  | December 31,   |       
|                                                             |  | 2008           |        | 2007 |  
|                                                             |  |                |        |      |  
|                                                             |  | (in thousands) |       
|Advances to operators for working interests and expenditures |  | $              | 1,233  |      | $ | 225    | 
|Unproved properties                                          |  |                | 369    |      |   | 12,856 | 
|Proved properties                                            |  |                | 27,924 |      |   |       | 
|                                                             |  |                |        |      |   |        | 
|Total oil and gas properties                                 |  |                | 29,526 |      |   | 13,081 | 
|Accumulated depletion and amortization                       |  |                | (4,098 | )    |   |       | 
|                                                             |  |                |        |      |   |        | 
|Oil and gas properties, net                                  |  | $              | 25,428 |      | $ | 13,081 | 
|                                                             |  |                |        |      |   |        | 

Table II -
Costs Incurred in Oil and Gas Property Acquisition, Exploration, and
Development Activities

|                                          |  |                         |        |      |   |        | 
|----------------------------------------- |  | ----------------------- | ------ | ---- | - | ------ | 
|                                          |  | Year ended December 31, |       
|                                          |  | 2008                    |        | 2007 |  
|                                          |  |                         |        |      |  
|                                          |  | (in thousands)          |       
|Exploratory drilling costs - capitalized  |  | $                       | 12,012 |      | $ | 13,081 | 
|Developmental drilling costs- capitalized |  |                         | 4,433  |      |   |       | 
|Exploratory drilling costs - expensed     |  |                         | 11,124 |      |   | 9,124  | 
|Geological costs                          |  |                         | 239    |      |   | 22     | 
|                                          |  |                         |        |      |   |        | 
|                                          |  | $                       | 27,808 |      | $ | 22,227 | 
|                                          |  |                         |        |      |   |        | 

F-13

---



Table III - Reserve Quantity Information

Oil and gas reserves for the
producing properties of the Fund have been estimated by an independent
petroleum engineer, Ryder Scott Company, L.P. at December 31, 2008. At December 31,
2008, the Fund had one non-producing property for which reserve data is based
upon internal estimates. At December 31, 2007, the Fund had no proved reserves.
These reserve disclosures have been prepared in
compliance with the Securities and Exchange Commission rules. Due to inherent
uncertainties and the limited nature of recovery data, estimates of reserve
information are subject to change as additional information becomes available.

|                                           |  |                   |         |           |  |           |  
|------------------------------------------ |  | ----------------- | ------- | --------- |  | --------- | -
|                                           |  | December 31, 2008 |        
|                                           |  |                   |        
|                                           |  | United States     |        
|                                           |  | Oil (BBLS)        |         | Gas (MCF) | 
|                                           |  |                   |         |           | 
|Proved developed and undeveloped reserves: |  |                   |         |           |  |           |  
|Beginning of year                          |  |                   |        |           |  |          |  
|Discoveries                                |  |                   | 129,184 |           |  | 4,263,686 |  
|Revisions of previous estimates            |  |                   |        |           |  |          |  
|Production                                 |  |                   | (14,455 | )         |  | (691,126  | )
|                                           |  |                   |         |           |  |           |  
|End of year                                |  |                   | 114,729 |           |  | 3,572,560 |  
|                                           |  |                   |         |           |  |           |  
|                                           |  |                   |         |           |  |           |  
|Proved developed reserves:                 |  |                   |         |           |  |           |  
|Beginning of year                          |  |                   |        |           |  |          |  
|Discoveries                                |  |                   | 107,731 |           |  | 3,928,886 |  
|Revisions of previous estimates            |  |                   |        |           |  |          |  
|Production                                 |  |                   | (14,455 | )         |  | (691,126  | )
|                                           |  |                   |         |           |  |           |  
|End of year                                |  |                   | 93,276  |           |  | 3,237,760 |  
|                                           |  |                   |         |           |  |           |  

Table IV - Standardized Measure of Discounted Future Net Cash
Flows Relating to Proved Oil and Gas Reserve Quantities

Summarized in the following
table is information for the Fund with respect to the standardized measure of
discounted future net cash flows relating to proved oil and gas reserves.
Future cash inflows are computed by applying year-end prices of oil and gas
relating to the Funds proved reserves to the year-end quantities of those
reserves. Future production and development costs are derived based on current
costs assuming continuation of existing economic conditions.

|                                                                   |  |                   |        |  
|------------------------------------------------------------------ |  | ----------------- | ------ | -
|                                                                   |  | December 31, 2008 |       
|                                                                   |  |                   |       
|                                                                   |  | (in thousands)    |       
|Future estimated revenues                                          |  | $                 | 26,599 |  
|Future estimated production costs                                  |  |                   | (2,044 | )
|Future estimated development costs                                 |  |                   | (1,944 | )
|                                                                   |  |                   |        |  
|Future net cash flows                                              |  |                   | 22,611 |  
|10% annual discount for estimated timing of cash flows             |  |                   | (3,540 | )
|                                                                   |  |                   |        |  
|Standardized measure of discounted future estimated net cash flows |  | $                 | 19,071 |  
|                                                                   |  |                   |        |  

F-14

---



Table V - Changes in the Standardized Measure of Discounted
Future Net Cash Flows Relating to Proved Oil and Gas Reserve Quantities

The changes in present values
between years, which can be significant, reflect changes in estimated proved
reserve quantities and prices and assumptions used in forecasting production
volumes and costs.

|                                                                                   |  |                                |        |  
|---------------------------------------------------------------------------------- |  | ------------------------------ | ------ | -
|                                                                                   |  | Year ended
 December 31,
 2008 |       
|                                                                                   |  |                                |       
|                                                                                   |  | (in thousands)                 |       
|Standardized measure beginning of the year                                         |  | $                              |       |  
|Sales of oil and gas production, net of production costs                           |  |                                | (7,783 | )
|Net changes in prices and production costs                                         |  |                                |       |  
|Extensions, discoveries, and improved recovery and techniques, less
 related costs |  |                                | 26,854 |  
|Development costs incurred during the period                                       |  |                                |       |  
|Revisions of previous reserve quantities estimate                                  |  |                                |       |  
|Accretion of discount                                                              |  |                                |       |  
|Timing and other                                                                   |  |                                |       |  
|                                                                                   |  |                                |        |  
|Standardized measure end of the year                                               |  | $                              | 19,071 |  
|                                                                                   |  |                                |        |  

It is
necessary to emphasize that the data presented should not be viewed as
representing the expected cash flow from, or current value of, existing proved
reserves as the computations are based on a number of estimates. Reserve
quantities cannot be measured with precision and their estimation requires many
judgmental determinations and frequent revisions. The required projection of
production and related expenditures over time requires further estimates with
respect to pipeline availability, rates and governmental control. Actual future
prices and costs are likely to be substantially different from the current
price and cost estimates utilized in the computation of reported amounts. Any
analysis or evaluation of the reported amounts should give specific recognition
to the computational methods utilized and the limitation inherent therein.

F-15

---



SIGNATURES

Pursuant to
the requirements of Section 13 or 15d of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

|                      |                              |                               
|--------------------- | ---------------------------- | ------------------------------
|                      | RIDGEWOOD ENERGY V FUND, LLC
|                      |                             
|Date: March
 18, 2009 | By:                          | /s/ ROBERT
 E. SWANSON        
|                      |                              |                               
|                      |                              | Robert E.
 Swanson            
|                      |                              | Chief
 Executive Officer      
|                      |                              | (Principal
 Executive Officer)

Pursuant to
the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.

|                             |  |                                                                                      |  |                
|---------------------------- |  | ------------------------------------------------------------------------------------ |  | ---------------
|Signature                    |  | Capacity                                                                             |  | Date           
|                             |  |                                                                                      |  |                
|                             |  |                                                                                      |  |                
|/s/ ROBERT
 E. SWANSON       |  | Chief
 Executive Officer (Principal Executive Officer)                               |  | March 18,
 2009
|Robert E.
 Swanson           |  |                                                                                      | 
|                             |  |                                                                                      | 
|/s/ KATHLEEN
 P. McSHERRY    |  | Executive
 Vice President and Chief Financial Officer (Principal Accounting Officer) |  | March 18,
 2009
|Kathleen P.
 McSherry        |  |                                                                                      | 
|                             |  |                                                                                      | 
|RIDGEWOOD ENERGY CORPORATION |  |                                                                                      |  |                
|                             |  |                                                                                      |  |                
|/s/ ROBERT
 E. SWANSON       |  | Chief
 Executive Officer of Manager                                                  |  | March 18,
 2009
|Robert E.
 Swanson           |  |                                                                                      | 



---