10-12G/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10/A

GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934

RIDGEWOOD ENERGY W FUND, LLC

(Exact Name of Registrant as Specified in its Charter)

Delaware	26-0225130
(State of other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

1314 King Street, Wilmington, Delaware	19801
(Address of Principal Executive Offices)	(Zip Code)

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

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

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

Title of each class:

Shares of Membership Interest

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	o	Smaller reporting company	x
(Do not check if a smaller reporting company)

TABLE OF CONTENTS

		Page
Item 1.	Business	4
Item 1A.	Risk Factors	14
Item 2.	Financial Information	14
Item 3.	Properties	19
Item 4.	Security Ownership of Certain Beneficial Owners and Management	20
Item 5.	Directors and Executive Officers	20
Item 6.	Executive Compensation	21
Item 7.	Certain Relationships and Related Transactions and Director Independence	21
Item 8.	Legal Proceedings	22
Item 9.	Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters	22
Item 10.	Recent Sales of Unregistered Securities	22
Item 11.	Description of Registrant’s Securities to be Registered	22
Item 12.	Indemnification of Directors and Officers	25
Item 13.	Financial Statements and Supplementary Data	26
Item 14.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	26
Item 15.	Financial Statements and Exhibits	26

2

EXPLANATORY PARAGRAPH

This Amendment No. 1 on Form 10/A (the “Form 10”) to the Ridgewood Energy W Fund, LLC (the “Fund”) Form 10 originally filed with the Securities and Exchange Commission (the “SEC”) on April 18, 2008 is being filed in response to an SEC Comment Letter dated May 14, 2008 (the “Comment Letter”) and therefore includes revisions and disclosures in response to the Comment Letter.

This Form 10/A amends and restates in its entirety the original filing. All discussions, disclosures and financial information have been updated to include the Fund’s most recent quarter ended March 31, 2008.

FORWARD-LOOKING STATEMENTS

Certain statements in this Registration Statement on Form 10/A (“Registration Statement”) and the documents the Fund has incorporated by reference into this Registration Statement, other than purely historical information, including estimates, projections, statements relating to the Fund’s business plans, strategies, objectives and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “plan,” “target,” “pursue,” “may,” “will likely result,” and similar expressions. Forward-looking statements are 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. 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.

REPORTS TO SHAREHOLDERS

The Fund does not anticipate providing annual reports to shareholders but will make available, upon request, copies of the Fund’s periodic reports filed with the SEC on Form 10-K and on Form 10-Q.

WHERE YOU CAN GET MORE INFORMATION

The Fund will file annual, quarterly and current reports and certain other information with the 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 by 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. Moreover, Ridgewood Energy Corporation (“Ridgewood Energy” or the “Manager”) maintains a website at http://www.ridgewoodenergy.com that contains important information about the Manager, including biographies of key management personnel, as well as information about the oil and natural gas investments made by the Fund and the other investment programs managed by the Manager. Such information includes, without limitation, a map of the Gulf of Mexico that provides the location of every well and project managed by the Manager along with information as to whether the project is exploratory, in completion or producing. This information is publicly available (i.e., not password protected) and is updated regularly.

3

ITEM 1. BUSINESS

Overview

The Fund (an exploratory stage enterprise) is a Delaware limited liability company formed on May 17, 2007 to acquire, drill, construct and develop oil and natural gas properties located in the United States offshore waters of Texas, Louisiana and Alabama in the Gulf of Mexico. The Fund’s primary investment objective is to generate cash for distribution to the Fund’s shareholders. 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. Ridgewood Energy Corporation, a Delaware corporation, is the Manager.

The Fund initiated its private placement offering on June 15, 2007, selling whole and fractional shares of LLC membership interest (“Shares”) primarily at $200 thousand per share. There is no public market for these 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 offering was terminated on December 17, 2007. The Fund raised $66.0 million and after payment of $10.8 million in offering fees, commissions and investment fees, the Fund had $55.2 million for investments and operating expenses. As of June 18, 2008, the Fund had 807 shareholders.

Manager

Ridgewood Energy was founded in 1982 by Robert E. Swanson. As the Manager, Ridgewood Energy has direct and exclusive control over the management of the Fund’s operations. With respect to project investments, Ridgewood Energy locates potential projects, conducts appropriate due diligence and negotiates and completes the transactions in which the investments are made. This includes not only review of existing title documents, reserve information, and other technical specifications regarding a project, but also the review and preparation of participation agreements and other agreements relating to an investment.

In addition, Ridgewood Energy performs, or arranges for the performance of, the management and administrative services required for Fund operations. Among other services, Ridgewood Energy administers the accounts and handles relations with the shareholders, including tax and other financial information. In addition, Ridgewood Energy provides the Fund with office space, equipment and facilities and other services necessary for its operation. Finally, Ridgewood Energy manages and conducts the Fund’s relations with custodians, depositories, accountants, attorneys, brokers-dealers, corporate fiduciaries, insurers, banks and others, as required.

The Fund is required to pay all other expenses it incurs, including 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, if any, properly payable by the Fund. The Fund is required to reimburse the Manager for all such Fund expenses paid by them.

As compensation for their management 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 costs incurred by the Fund. For the three months ended March 31, 2008 and the period May 17, 2007 (Inception) through March 31, 2008 the Fund paid the Manager fees for its management services totaling $0.4 million and $0.9 million, respectively. Additionally, the Manager receives a 15% interest in cash distributions made by the Fund. No distributions have been paid by the Fund during the period May 17, 2007 (Inception) through March 31, 2008.

Business Strategy

The Fund’s primary investment objective is generate cash for distribution to the Fund’s shareholders through the acquisition of “working interests” in the exploration, production and sale of crude oil and natural gas from oil and natural gas projects. A “working interest” is a percentage of ownership in an oil and gas lease granting its owner the right to explore, drill and produce oil and gas from projects on that lease block. The Fund tries to focus on projects that have significant reserve potential and which 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. Moreover, when performing due diligence with respect to a project, the Fund must rely on the independent reservoir engineers who are hired and paid, in most cases, by the operator. 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.

4

By virtue of its acquisition of working interests in various leases, the Fund has invested and participates in exploration and production oil and natural gas projects in leases located in the waters of the Gulf of Mexico offshore Louisiana 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 interest 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 has tried to invest 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.

The Fund tries to focus on projects that have significant reserve potential and which are projected to have the shortest time period from investment to first production. Moreover, when performing due diligence with respect to a project, the Fund must rely on the independent reservoir engineers who are hired and paid, in most cases, by the operator. The Fund does engage certain consultants to examine and review such reserve estimates and seismic information on its behalf. However, estimates of reserves by necessity are projections based on engineering and geological data, including but not limited to, volumetrics, reservoir size and characteristics, the projection of future rates of production, and the timing of future expenditures. The process of estimating reserves requires substantial evaluation on the part of the petroleum engineers and geologists, resulting in determinations that are not always precise, particularly with respect to new discoveries. The Fund will review the reserve analysis provided by the Operators. The Manager employs individuals in its Texas office that can provide significant analysis of the Operator’s information. However, if necessary, Fund may retain such independent engineers to review the Operator’s reserve analysis and/or conduct an independent review.

The Fund does not operate the projects in which it invests, and although it has a vote, it is not in control of the schedule pursuant to which its projects are developed and completed. However, once the Manager determines that a particular project (i.e., working interest in a lease block) is an appropriate investment for a Fund, the Fund enters into a joint operating agreement (an “Operating Agreement”) with the other working interest owners in a lease. Pursuant to the Operating Agreement, proposals and decisions are made based on percentage ownership approvals and although operator’s percentage ownership is likely a majority ownership, an operator may seek consensus relating to project decisions.

As a result, the Manager, on behalf of the Fund, and other partners retain the right to make proposals involving certain operational matters associated with a project. This approval discretion 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 of the operator related to the project to ensure the project is executed according to budget. Once a well is in production, the Manager continually evaluates and discusses with the operator the well production rate.

Manager’s Investment Committee and Investment Criteria

The Manager maintains an investment committee that 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 four members of the investment committee are based out of the Manager’s Houston, Texas office. In considering projects, the Manager and investment committee investigates each such 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, the following (i) targeting projects that have or are expected to have operators with significant resources and experience in oil and gas exploration; (ii) targeting projects that have or are expected to have partners that also have significant resources and experience in oil and 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 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.

5

Properties

The Fund owns working interests in six wells, four that are currently drilling or scheduled to drill, one that has been determined to be successful and one that was determined to be a dry hole during the second quarter of 2008.

Lease Block	Working Interest		Operator		Off-shore Location in Gulf of Mexico		Target Depth (in feet)		Drilling Risk (a)		Total Spent Through 3/31/2008
									(in thousands)
Currently Drilling/Future Projects
Green Canyon 141	12.0	%		LLOG		Louisiana		15,500	$	3,800	$	—
Main Pass 283/279 well #1	9.0	%		W & T Offshore		Louisiana		10,500	$	1,110	$	—
Main Pass 283/279 well #2	5.0	%		W & T Offshore		Louisiana		14,000	$	758	$	—
Main Pass 283/279 well #3	5.0	%		W & T Offshore		Louisiana		14,000	$	511	$	—
Successful Projects
West Cameron 57	20.0	%		Chevron		Louisiana		15,500		N/A	$	7,332
Dry Hole (b)
Eugene Island 31	25.0	%		Northstar		Louisiana		12,300		N/A	$	873

(a)	Drilling risk represents the estimated projected dry-hole costs, leasehold costs or sunk costs including promote for project participation in accordance with authorizations for expenditure (“AFE”) adjusted for current operating conditions (i.e. projected cost overruns, increased drilling rates, etc.).
(b)	Dry-hole costs represent wells that have been drilled but do not have commercially productive oil and/or natural gas reservoirs and have been plugged and abandoned.

Currently Drilling/Future Projects

Green Canyon 141

In April 2008, the Fund acquired a 12.0% interest in the exploratory project Green Canyon 141 from LLOG Exploration Offshore, Inc. (“LLOG”), the operator. This project began drilling in May 2008 and results are expected in June 2008. The total estimated budget for this project is $7.9 million.

Main Pass 283/279

Well #1

In May 2008, the Fund acquired a 9.0% interest in the exploratory project Main Pass 283/279 Well #1 from W&T Offshore, Inc. (“W&T Offshore”), the operator. This project began drilling in May 2008 and results are expected in June 2008. The total estimated budget for this project is $2.1 million.

Wells #2 and #3

In May 2008, the Fund acquired a 5.0% interest in the exploratory project Main Pass 283/279 Wells #2 and #3 from W&T Offshore, the operator. Main Pass 283/279 well #2 is expected to begin drilling in July 2008 and results are expected in August 2008. Main Pass 283/279 well #3 is expected to begin drilling in September 2008 and results are expected in November 2008. The total estimated budget for this project is $1.7 million.

Successful Project

West Cameron 57

In September 2007, the Fund acquired a 20.0% working interest in the West Cameron 57 project operated by Chevron U.S.A., Inc. (“Chevron”). Drilling began in October 2007 and the well was determined to be a success in February 2008. Completion efforts are currently in process, and production is expected in August 2008. Through March 31, 2008, the Fund has spent $7.3 million on this well, for which the total estimated budget is $8.6 million.

Dry Hole

Eugene Island 31

In November 2007, the Fund acquired a 25.0% working interest in the exploratory project Eugene Island 31 from Northstar GOM, LLC (“Northstar”), the operator. The well began drilling in March 2008. In April 2008, the Fund was informed by Northstar that the well being drilled on the Eugene Island 31 lease block did not have commercially productive quantities of either natural gas or oil and had been deemed an unsuccessful well, or dry hole. As a result of this dry hole, the Fund recorded dry-hole costs of $0.9 million during the three months ended March 31, 2008 and estimates that an additional $1.0 million of dry-hole costs, inclusive of plug and abandonment, will be incurred during the second quarter 2008. No dry-hole costs were incurred related to this property during the period May 17, 2007 (Inception) through December 31, 2007.

6

There are instances in which the Fund will acquire a working interest in conjunction with another Ridgewood Energy fund managed by the Manager. Depending on available capital, diversification considerations and other factors, these various Ridgewood Energy funds will own differing percentages of the working interest. For example, one fund may own 10% while another fund owns 20% of the same working interest. Each fund has the same rights and obligations as other working interest owners relative to their percentage ownership interest.

In circumstances wherein more than one Ridgewood Energy fund owns a working interest in a project, the nature of such working interests will be the same. Such co-investments are investigated, negotiated and made by these Ridgewood Energy funds at the same time.

Working Interest in Oil and Natural Gas Leases

Existing working interests, and future working interests, 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 below under the heading “Regulation”.

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.

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 to 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 gas lease under the OCSLA pay a 16.67% royalty to the MMS for shallow-water projects, 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 83.33% for shallow-water projects and 87.5% for deepwater projects of the total revenue of the project, and, 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 Natural 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 $10.15 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. With respect to the Fund’s projects that are currently drilling, the Fund will determine once completed if the project will be able to claim relief under the Royalty Relief Rule.

7

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, the MMS defines deepwater as depths in excess of 656 feet or 200 meters. In order for a lease to be eligible for royalty relief, 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 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.

Oil and Natural Gas Agreements

As of the date of this registration statement, none of the Fund’s projects are producing and therefore no definitive arrangements have been made for the sale or transportation of oil and natural gas that may be produced from the Fund’s projects. 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 be marketed in a similar fashion. As mentioned above in “Manager’s Investment Committee and Investment Criteria”, as part of the Manager’s review of a potential project, access to existing transportation infrastructure is an extremely important factor as the existence of such infrastructure enables production from a successful well to get to market quickly.

Operator

As of the date of this registration statement, the projects in which the Fund has invested are operated and controlled by unaffiliated third-party entities acting as operators (each an “Operator” and collectively, the “Operators”). The Operator is responsible for drilling, administration and production activities for leases jointly owned by working interest owners and acts on behalf of all working interest owners under the terms of the applicable offshore operating agreements. 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 projects are operated by Chevron, LLOG, and W&T Offshore.

Because the Fund does not operate any of the projects in which it has acquired an interest, shareholders must 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 become exhausted and be insufficient to cover a claim made by the Fund in a given year.

Conflicts of Interests

The Manager’s operation of the Fund is subject to potential conflicts of interest that may adversely affect or influence the Manager’s management of the Fund. Some of these potential conflicts of interest include without limitation:

· The employees of the Manager are responsible for the Management of the Ridgewood Energy funds, among other things, and will have to allocate their time among these Ridgewood Energy funds and the Fund accordingly;

· The Manager will be allocating investments among and between Ridgewood Energy funds, including the Fund;

· The Manager receives compensation and fees but these fees have not been established on the basis of arms-length negotiations and are owed regardless of profitability;

· The Manager has broad discretion to determine distributions, allocations, profits and losses;

· Conflicts created from the conflicting investment objective of the Fund’s investors.

8

Many of the conflicts listed above, as well as others, are inherent to the nature and management of an investment in the Fund. Many potential conflicts have occurred, if at all, infrequently during the Manager’s management of the Ridgewood Energy funds while a few, such as allocating investments, occur with a certain frequency. Managing and resolving such conflicts are factually intensive and a resolution of a conflict in one instance may not be the proper resolution of a similar subsequent conflict. As a result, neither the Fund nor the Manager have adopted specific and formal policies covering conflicts because such policies could potentially require rigid application of the policy requirements to factual circumstances in which a resolution not necessarily dictated by the policy would be a better resolution for all investors. The Manager, however, does have procedures and guidelines in place in the event of such conflicting responsibilities, which procedures and guidelines influence and direct the Manager’s behavior when confronting conflicts with due consideration of the Manager’s fiduciary duties to the Fund, and other Ridgewood Energy funds, in connection with its position and responsibilities as Manager.

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, money to help provide for the Fund’s proportionate share of the cost of anticipated salvage value of dismantling production platforms and facilities, plugging and abandoning the projects, and removing the platforms, facilities and projects in respect of each of such projects after their useful life, 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. During the first quarter of 2008, the Fund deposited $1.0 million from capital contributions into a salvage fund, which the Fund estimates to be sufficient to meet the Fund’s potential requirements. If management later determines the deposit and earned interest is not enough to cover the Fund’s proportionate share of expense, the Fund will deposit payments from operating income to make up any differences. 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 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.

However, the Fund’s drilling, production and transportation operations are subject to seasonal risks, such as hurricanes, that may affect the Fund’s ability to bring such oil or natural gas to the market and, consequently, affect the price for such oil and natural gas. The National Hurricane Center defines hurricane season in the Atlantic Region, Caribbean, and Gulf of Mexico to be from June 1 through November 30. During hurricane season, the number and intensity of and resulting damage from hurricanes in the Gulf of Mexico region could affect the gathering and processing infrastructure, drilling platforms or the availability or price of repair or replacement equipment. As a result, these factors may affect the supply and, consequently, the price of oil and natural gas resulting in an increase in price if supplies are reduced. However, even if commodity prices increase because of weather related shortages, the Fund may not be in a position to take immediate advantage of any such price increase if, as a result of such weather related incident, damage occurred to its projects, the gathering infrastructure or in the transportation network.

The Manager has had past experiences which indicate the typical interruption in operations resulting from a hurricane that does not result in significant damage may be approximately three to seven days. The Manager has experienced the range of possible interruptions in operations due to hurricanes from as little as no damage and insignificant or no interruptions to significant damage and extended interruptions. However, it is of course impossible to predict whether and to what extent hurricanes and damage may occur and to which projects.

Customers

The Fund’s existing projects have not yet been developed to the point where reserves of oil and natural gas have been extracted. As a result, the Fund has not yet contracted to with third parties to sell such oil and natural gas and therefore has no customers or any one customer upon which it depends for more than ten percent (10%) of the Fund’s revenues.

Energy Prices

Historically, the markets for 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. Also, the Fund has not engaged in any price risk management programs or hedges to date.

9

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 the acquisition of working interests 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, but 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 which the Fund 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.

Offices

The Manager’s business 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.

10

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 Natural Gas/Oil

The Fund expects to sell its proportionate share of oil and natural gas to the market and to receive 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 us, although regulated, are beyond the Fund’s control. Nevertheless, such rates would apply uniformly to all transporters on that pipeline and, as a result, the impact to the Fund of any changes in such rates, terms or conditions would not impact its operations differently in any material way 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.

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 Operator is responsible for such compliance. However, notwithstanding the Operator’s responsibility for compliance, in the event of an oil spill, the Fund, along with the Operator 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.

11

          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, will have a material adverse impact on the financial condition and/or operations of the Fund.

Potential Tax Benefits

The following discussion is a summary of the primary tax benefits of ownership of a membership interest in the Fund and does not include all possible tax benefits or other tax implications of such ownership.

          Deduction of Intangible Drilling and Development Costs

Section 263(c) of the Internal Revenue Code of 1986, as amended (the “Code”) authorizes an election by the Fund to deduct as expenses intangible drilling and development costs incurred in connection with oil and natural gas properties at the time such costs are incurred in accordance with the Fund’s method of accounting, provided that the costs are not more than would be incurred in an arm’s length transaction with an unrelated drilling contractor. Such costs include, for example, amounts paid for labor, fuel, wages, repairs, supplies and hauling necessary to the drilling of the project and preparation of the project for production. Generally, this election applies to items that independently do not have salvage value. Alternatively, each Fund shareholder may elect to capitalize their share of the intangible drilling and development costs and amortize them ratably over a 60-month period.

The Fund may enter into “promote” arrangements whereby the Fund would purchase interests in certain leases and agree to pay a disproportionate part of the costs of drilling the first project thereon. In such situations, the party who is paying more than their share of costs of drilling may not deduct all such costs as intangible drilling and development costs unless their percentage of ownership of the lease is not reduced before they have recovered from the first production of the project an amount equal to the cost they incurred in drilling, completing, equipping and operating the project. The Fund may not have this right in certain of the transactions of this type in which it may engage. If circumstances permit, however, the Fund will adopt the position that all of the intangible drilling and development costs incurred are deductible, even though such costs may be disproportionate to its ownership of the lease, on the basis that such arrangements constitute partnerships for federal income tax purposes and that the excess intangible drilling and development costs are specifically allocable to the Fund. There can be no assurance that this position would prevail against challenge by the Internal Revenue Service (the “IRS”).

In the case of a shareholder who constitutes an integrated oil company, 30% of the amount otherwise allowable as a deduction for intangible drilling costs under Section 263(c) must be capitalized and deducted ratably over a 60-month period beginning with the month the costs are paid or incurred. This provision does not apply to nonproductive projects. For this purpose, an integrated oil company is generally defined as an individual or entity with retail sales of oil and natural gas aggregating more than $5 million and refining more than 50,000 barrels per day for the taxable year.

To the extent that drilling and development services were performed for the Fund in 2007, amounts incurred pursuant to bona fide arm’s-length drilling contracts and constituting intangible drilling and development costs were deductible by the Fund in 2007. To the extent that such services are performed in 2008, however, the Fund will only be allowed to deduct for the year 2007 amounts that are:

· incurred pursuant to bona fide arm’s-length drilling contracts which provide for absolute non-contingent liability for payment, and

· attributable to wells spud within 90 days after December 31, 2007.

12

Sections 461(h)(1) and 461(i)(2) of the Code provide, in relevant part:

in determining whether an amount has been incurred with respect to any item during any taxable year, the all events tests shall not be treated as met any earlier than when economic performance with respect to such item occurs.

economic performance with respect to the act of drilling an oil or natural gas well shall be treated as having occurred within a taxable year if drilling of the well commences before the close of the 90th day after the close of a taxable year.

The clear implication of these provisions is that an amount incurred during a taxable year for drilling or completion services which could otherwise be accrued for federal tax purposes will not be disqualified as a deduction merely because the services are performed during the subsequent taxable year (provided that the services commence within the first 90 days of such subsequent year).

Consequently, intangible drilling and development costs meeting the above criteria were deducted by the Fund in 2007 even though a portion of such costs are attributable to services performed during 2008.

Each shareholder, however, may deduct their share of amounts paid in 2007 only to the extent of their cash basis in the Fund as of the end of 2007. For this purpose, a taxpayer’s cash basis in a tax shelter which is taxable as a partnership (such as the Fund) is the taxpayer’s basis in the Fund determined without regard to any amount borrowed by the taxpayer with respect to the Fund which (a) is arranged by the Fund or by any person who participated in the organization, sale or management of the Fund (or any person related to such person within the meaning of Section 461(b)(3)(c)) of the Code, or (b) is secured by any asset of the Fund. Inasmuch as cash basis excludes borrowing arranged by an extremely broad group of persons who could be related to a person who participated in the organization, sale or management of the Fund, it is not possible to express an opinion as to whether each shareholder of the Fund will be allowed to deduct their allocable share of any prepaid drilling expenses to the extent that they exceed their actual cash investment in the Fund.

          Depletion Deductions

Subject to the limitations discussed hereafter, the shareholders will be entitled to deduct, as allowances for depletion under Section 611 of the Code, their share of percentage or cost depletion, whichever is greater, for each oil and natural gas producing project owned by the Fund.

Cost depletion is computed by dividing the basis of the project by the estimated recoverable reserves to obtain a unit cost, then multiplying the unit cost by the number of units sold in the current year. Cost depletion cannot exceed the adjusted basis of the project to which it relates. Thus, cost depletion deductions are limited to the capitalized cost of the project, while percentage depletion may be taken as long as the project is producing income. The depletion allowance for oil and natural gas production will be computed separately by each shareholder and not by the Fund. The Fund will allocate to each shareholder their proportionate share of production and the adjusted basis of each Fund project. Each shareholder must keep records of their share of the adjusted basis and any depletion taken on the project and use their adjusted basis in the computation of gain or loss on the disposition of the project by the Fund.

Percentage depletion with respect to production of oil and natural gas is available only to those qualifying for the independent producer’s exemption, and is limited to an average of 1,000 barrels per day of domestic oil production or 6,000,000 cubic feet per day of domestic natural gas production. The applicable rate of percentage depletion on production under the independent producer exemption is 15% of gross income from oil and natural gas sales. The depletion deduction under the independent producer exemption may not exceed 65% of the taxpayer’s taxable income for the year, computed without regard to certain deductions. Any percentage depletion not allowed as a deduction due to the 65% of adjusted taxable income limitation may be carried over to subsequent years subject to the same annual limitation. For a shareholder that is a trust, the 65% limitation shall be computed without deduction for distributions to beneficiaries during the taxable year.

The determination of whether a shareholder will qualify for the independent producer exemption will be made at the shareholder level. A shareholder who qualifies for the exemption, but whose average daily production exceeds the maximum number of barrels on which percentage depletion can be computed for that year, will have to allocate their exemption proportionately among all of the properties in which they have an interest, including those owned by the Fund. In the event percentage depletion is not available, the shareholder would be entitled to utilize cost depletion as discussed above.

The independent producer exemption is not available to a taxpayer who refines more than 50,000 barrels of oil on any one day in a taxable year or who directly or through a related person sells oil or natural gas or any product derived therefrom (i) through a retail outlet operated by them or a related person or (ii) to any person who occupies a retail outlet which is owned and controlled by the taxpayer or a related person. In general, a related person is defined by Section 613A of the Code as a corporation, partnership, estate, or trust in which the taxpayer has a 5% or greater interest. For the purpose of applying this provision: (a) bulk sales of oil or oil and natural gas to commercial or industrial users are excluded from the definition of retail sales; (b) if the taxpayer or a related person does not export any domestic oil or natural gas production during the taxable year or the immediately preceding year, retail sales outside the U.S. are not deemed to be disqualifying sales; and (c) if the taxpayer’s combined receipts from disqualifying sales do not exceed $5.0 million for the taxable year of all retail outlets taken into account for the purpose of applying this restriction, such taxpayer will not be deemed a retailer.

13

          Depreciation

Costs of equipment, such as casing, tubing, tanks, pumping units, pipelines, production platforms and other types of tangible property and equipment generally cannot be deducted currently, but may be eligible for accelerated cost recovery. All or part of the depreciation claimed may be subsequently recaptured upon disposition of the property by the Fund or of a share by any shareholder.

In addition, the Code provides for certain uniform capitalization rules that could result in the capitalization rather than deduction of Fund management fee and administration costs.

The information in this discussion is based on the federal income tax laws as in effect on the date of this registration statement. The laws include the Code, current, temporary and proposed regulations promulgated under the Code, the legislative history of the Code, current administrative interpretations and practices of the IRS, including its practices and policies as expressed in private letter rulings that are not binding on the IRS except for a taxpayer that receives the ruling, and published court decisions. There is a risk that future legislation, regulations, administrative interpretations or court decisions will significantly change the current law or adversely affect existing interpretations of the federal income tax laws. Any change could apply retroactively to transactions preceding the date of the change.

This discussion addresses only those federal income tax considerations that are generally applicable to U.S. Holders who hold Shares as capital assets. For purposes hereof, a “U.S. Holder” means: (A) a citizen or resident of the United States, (B) a corporation or other entity created or organized under the laws of the United States or any of its political subdivisions, (C) a trust that is subject to the supervision of a court within the United States and the control of one or more United States persons or has a valid election in effect under applicable United States treasury regulations to be treated as a United States person, or (D) an estate that is subject to United States federal income tax on its income regardless of source.

This discussion does not discuss all aspects of United States federal income taxation that might be relevant to a specific holder of Shares in light of his, her or its own particular investment or tax circumstances. In particular, except as otherwise expressly provided, the following discussion has only limited application to holders of the Shares which are corporations, partnerships, limited liability companies, estates, trusts, nonresident aliens or to holders of Shares who are subject to specialized tax treatment, including individual retirement and other tax-deferred accounts, banks and other financial institutions, insurance companies, tax-exempt organizations, dealers, brokers or traders in securities or currencies and persons subject to the alternative minimum tax.

ITEM 1A. RISK FACTORS

Not required.

ITEM 2. FINANCIAL INFORMATION

A. SELECTED FINANCIAL DATA

Not required.

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

Overview of the Fund’s Business

The Fund (an exploratory stage enterprise) is an independent oil and natural gas producer. The Fund’s primary investment objective is to generate cash for distribution to the Fund’s shareholders. 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 Fund began its operations by offering its Shares in a private offering on June 15, 2007. As a result of such offering, it raised approximately $66.0 million through the sale of 332.2918 Shares of LLC membership interests. After the payment of $10.8 million in offering fees, commissions and investment fees to Ridgewood Energy Corporation, affiliates, and broker-dealers, the Fund retained $55.2 million available for investment. Since inception in May 2007, the Fund has acquired an interest in six offshore projects in the Gulf of Mexico. See also Item 1. “Business” for additional information regarding the projects of the Fund.

The Manager performs certain duties on the Fund’s behalf including the evaluation of potential projects for investment and ongoing administrative and advisory services associated with these projects. The Fund does not currently, nor is there currently any plan, to operate any project in which the Fund participates. The Manager enters into operating agreements with third-party Operators for the management of all exploration, development and producing operations, as appropriate. As compensation for the above duties, the Manager is paid a onetime investment fee (4.5% of initial capital contributions) for the evaluation of projects on the Fund’s behalf and an annual management fee (2.5% of capital contributions, net of cumulative dry-hole costs incurred), payable monthly, for ongoing administrative and advisory duties as well as reimbursement of expenses. The Manager also participates in cash distributions. See also Item 1. “Business”, Item 7. “Certain Relationships and Related Transactions and Director Independence” and this Item under the heading “Liquidity Needs” below for more information regarding services provided to the Fund by the Manager and fees payable to the Manager by the Fund.

14

Subsequent Events

Eugene Island 31

In November 2007, the Fund acquired a 25.0% working interest in the exploratory project Eugene Island 31 from Northstar, the operator. The well began drilling in March 2008. In April 2008, the Fund was informed by Northstar that the well being drilled on the Eugene Island 31 lease block did not have commercially productive quantities of either natural gas or oil and had been deemed an unsuccessful well, or dry hole. As a result of this dry hole, the Fund recorded dry-hole costs of $0.9 million during the three months ended March 31, 2008 and estimates that an additional $1.0 million of dry-hole costs, inclusive of plug and abandonment, will be incurred during the second quarter 2008. No dry hole costs were incurred related to this property during the period May 17, 2007 (Inception) through December 31, 2007.

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 U.S. generally accepted accounting principles (“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 the Fund’s 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 their effects cannot be predicted with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results inevitably will differ from these estimates and assumptions under different circumstances or conditions, and such differences may be material to the financial statements. See Note 2 – Summary of Significant Accounting Policies of Item 13. “Financial Statements and Supplementary Data” contained in this Registration Statement 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 gas leasehold acreage, including lease bonuses, brokers’ fees and other related costs are capitalized. Annual lease rentals, exploration expenses and exploratory dry-hole costs are expensed as incurred. Costs of drilling and equipping productive wells, including development dry holes, and related production facilities are capitalized.

The costs of exploratory wells that find oil and gas reserves are capitalized pending determination of whether proved reserves have been found. Exploratory 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. 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.

Proved Reserves

The Fund plans to engage an independent petroleum engineer on an annual basis 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 natural gas and oil 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 the Fund’s rate for recording depreciation, depletion and amortization.

15

Unproved Properties

Unproved properties is comprised of capital costs incurred for undeveloped acreage, wells and production facilities in progress, wells pending determination and related capitalized interest. 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 the Fund’s unproved property balance on an ongoing basis for possible impairment or reduction in value. The Fund believes that substantially all of the costs included in its unproved property balance will be evaluated within two years.

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 fair value of legally required asset retirement obligations once it can be reasonably estimated. The Fund capitalizes the associated asset retirement costs as part of the carrying amount of the long-lived assets. Plug and abandonment costs associated with unsuccessful projects are expensed as dry-hole costs.

Impairment of Long-Lived Assets

The Fund reviews long-lived assets, including oil and gas fields, for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recovered. Long-lived assets are tested based on identifiable cash flows at the field level for oil and gas assets and are largely independent of the cash flows of other assets and liabilities. If the carrying amounts of the long-lived assets are not expected to be recovered by undiscounted future net cash flow estimates, the assets are impaired and an impairment loss is recorded. The amount of impairment is based on the estimated fair value of the assets determined by discounting anticipated future net cash flows.

In the case of oil and gas fields, the present value of future net cash flows is based on management’s best estimate of future prices, which is determined with reference to recent historical prices and published forward prices, applied to projected production volumes of individual fields and discounted at a rate commensurate with the risks involved. The projected production volumes represent reserves, including probable reserves, expected to be produced based on a stipulated amount of capital expenditures. The production volumes, prices and timing of production are consistent with internal projections and other externally reported information. Oil and natural gas prices used for determining asset impairments will generally differ from those used in the standardized measure of discounted future net cash flows, since the standardized measure requires the use of actual prices on the last day of the year.

Results of Operations

The following table summarizes the Fund’s results of operations for the three months ended March 31, 2008, the period May 17, 2007 (Inception) through December 31, 2007 and the period May 17, 2007 (Inception) through March 31, 2008, and should be read in conjunction with the Fund’s financial statements and the notes thereto included in Item 15. “Financial Statements and Exhibits”. Although the date of formation is May 17, 2007, the Fund did not begin business activities until June 15, 2007 when it began its private offering of Shares.

16

	Three months ended March 31, 2008			For the period May 17, 2007 (Inception) through December 31, 2007			For the period May 17, 2007 (Inception) through March 31, 2008
	(in thousands)
Revenue
Oil and gas revenue	$	—		$	—		$	—
Expenses
Dry-hole costs		873			—			873
Investment fees to affiliate		—			2,981			2,981
Management fees to affiliate		412			499			911
Other operating expenses		28			68			96
General and administrative expenses		106			174			280
Total expenses		1,419			3,722			5,141
Loss from operations		(1,419	)		(3,722	)		(5,141	)
Other income
Interest income		259			440			699
Net loss	$	(1,160	)	$	(3,282	)	$	(4,442	)

Oil and Gas Revenue. From inception of the Fund in May 2007 through March 31, 2008, the Fund has not recorded any operating revenue and is considered an exploratory stage enterprise.

Dry-hole Costs. Dry-hole costs are those costs incurred to drill and develop a well that is ultimately found to be incapable of producing either oil or natural gas in sufficient quantities to justify completion of the well. The following table summarizes dry-hole costs inclusive of plug and abandonment costs for the three months ended March 31, 2008, the period May 17, 2007 (Inception) through December 31, 2007 and the period May 17, 2007 (Inception) through March 31, 2008.

Lease Block	Three months ended March 31, 2008		For the period May 17, 2007 (Inception) through December 31, 2007		For the period May 17, 2007 (Inception) through March 31, 2008
	(in thousands)
Eugene Island 31	$	873	$	—	$	873

Investment Fees. The Manager was paid a one time investment fee of 4.5% of initial capital contributions. The fee was payable for the service of investigating and evaluating investment opportunities and affecting transactions and were expensed as incurred. For the period May 17, 2007 (Inception) through December 31, 2007 and the period May 17, 2007 (Inception) through March 31, 2008, investment fees of $3.0 million were incurred. For the three months ended March 31, 2008, there were no investment fees.

Management Fees. Management fees for the three months ended March 31, 2008, the period May 17, 2007 (Inception) through December 31, 2007 and for the period May 17, 2007 (Inception) through March 31, 2008 were $0.4 million, $0.5 million and $0.9 million, respectively, representing 2.5% of total capital contributions, net of cumulative dry-hole costs. The fee, payable monthly to the Manager, is for expenses associated with overhead incurred by the Manager for its ongoing management, administrative and advisory services. Such overhead expenses include but are not limited to rent, payroll and benefits for employees of the Manager, and other administrative costs.

Operating Expenses. Operating expenses for the three months ended March 31, 2008, the period May 17, 2007 (Inception) through December 31, 2007 and the period May 17, 2007 (Inception) through March 31, 2008 were $28 thousand, $68 thousand and $0.1 million, respectively, attributable to geological and geophysical costs associated with the Fund’s acquisition of oil and gas properties.

17

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

	Three months ended March 31, 2008		For the period May 17, 2007 (Inception) through December 31, 2007		For the period May 17, 2007 (Inception) through March 31, 2008
	(in thousands)
General and administrative expenses:
Insurance	$	64	$	98	$	162
Accounting and legal fees		42		70		112
Trust fees		—		6		6
	$	106	$	174	$	280

Insurance expense represents premiums related to well control insurance, which varies dependent upon drilling activity, and directors and officers liability policy, which is allocated by the Manager to the Fund based on capital raised by the Fund to total capital raised by all oil and natural gas funds managed by the Manager. Accounting and legal fees represent annual audit and tax preparation fees, quarterly reviews and filing fees of the Fund. Trust fees represent bank fees associated with the Fund’s cash accounts.

Interest Income. Interest income is comprised of interest earned on money market accounts and short-term investments in U.S. Treasury securities. Interest income for the three months ended March 31, 2008, the period May 17, 2007 (Inception) through December 31, 2007 and for the period May 17, 2007 (Inception) through March 31, 2008 was $0.3 million, $0.4 million and $0.7 million, respectively.

Capital Resources and Liquidity

Operating Cash Flows

Cash flows used in operating activities for the three months ended March 31, 2008 were $0.3 million, primarily related to management fees of $0.4 million, general and administrative expenses totaling $0.1 million and payments of investment fees of $0.1 million, partially offset by interest income received of $0.3 million.

Cash flows used in operating activities for the period May 17, 2007 (Inception) through December 31, 2007 were $3.4 million, primarily related to payments for investment fees, management fees, general and administrative expenses and other operating expenses of $3.0 million, $0.5 million, $0.2 million and $0.1 million, respectively, partially offset by interest income received of $0.3 million and favorable working capital of $0.1 million.

Cash flows used in operating activities for the period May 17, 2007 (Inception) through March 31, 2008 were $3.5 million, related to investment fees of $3.0 million, management fees of $0.9 million, general and administrative expenses of $0.3 million and operating expenses of $0.1 million. These amounts were partially offset by interest income received of $0.6 million and favorable working capital of $0.1 million.

Investing Cash Flows

Cash flows used in investing activities for the three months ended March 31, 2008 were $3.1 million related to capital expenditures for oil and gas properties of $2.1 million and salvage fund investments totaling $1.0 million.

Cash flows used in investing activities for the period May 17, 2007 (Inception) through December 31, 2007 were $4.9 million principally attributable to capital expenditures, inclusive of advances to operators.

Cash flows used in investing activities for the period May 17, 2007 (Inception) through March 31, 2008 were $8.2 million principally related to investments in oil and gas properties of $7.2 million and salvage fund investments totaling $1.0 million.

Financing Cash Flows

Cash flows provided by financing activities for the three months ended March 31, 2008 were $0.6 million related to $1.0 million of subscriptions received from shareholders offset by $0.4 million of syndication costs paid.

Cash flows provided by financing activities for the period May 17, 2007 (Inception) through December 31, 2007 were $57.5 million, primarily related to cash receipts of $65.0 million obtained from the Fund’s private offering, partially offset by $7.5 million of payments for syndication costs.

Cash flows provided by financing activities for the period May 17, 2007 (Inception) through March 31, 2008 were $58.1 million related to $66.0 million of capital contributions from shareholders offset by $7.8 million of syndication costs paid.

18

Estimated Capital Expenditures

The Fund has entered into multiple offshore operating agreements for the drilling and development of its investment properties. The estimated capital expenditures associated with these agreements can vary depending on the stage of development on a property-by-property basis. As of March 31, 2008, the Fund had commitments related to authorizations for expenditures totaling $1.8 million for properties. If the properties were to be successful, the Fund would make additional expenditures totaling $12.3 million related to the completion of these properties.

Liquidity Needs

The Fund’s primary short-term liquidity needs are to fund its 2008 operations, including management fees and capital expenditures, with existing cash on-hand and income earned from short-term investments and cash and cash equivalents. The Manager is entitled to receive an annual management fee from the Fund regardless of whether the Fund is profitable in that year. The annual fee, payable monthly, is equal to 2.5% of total capital contributed by shareholders, net of cumulative dry-hole costs incurred.

With respect to the payment of management fees, prior to the production of the Fund’s projects, all or a portion of the management fee is paid generally from the interest or dividend income generated by the Fund’s development capital that has not been spent, although the management fee can be paid out of capital contributions. Such interest and/or dividend income is expected to be sufficient to cover Fund expenses, including the management fee. Generally, it can take anywhere from 18 to 24 months to bring a project to production. Once a well is on production, the management fee and fund expenses are paid from operating income. Over time, as a well produces, the Fund may recover a portion of or the entire management fee that may have been paid out of capital contributions.

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

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

Off-Balance Sheet Arrangements

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

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 March 31, 2008 other than those discussed in “Estimated Capital Expenditures” above.

C. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required.

ITEM 3. PROPERTIES

The information regarding the Fund’s properties that is contained in Item 1. “Business” under the heading “Properties” of this Registration Statement is incorporated herein by reference.

19

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information with respect to beneficial ownership of the Shares as of June 18, 2008 (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 332.2918 Shares outstanding at March 31, 2008. Other than as indicated below, no officer and director owns any of the Fund’s Shares.

Name of beneficial owner	Number of Shares		Percent
Robert E. Swanson (1), President and Chief Executive Officer		0.7500		*
Executive officers as a group (1)		0.7500		*

* Represents less than one percent.

(1) Includes Shares owned by the spouse of Mr. Swanson or one of his trusts.

ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS

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

Name, Age and Position with Registrant	Officer Since
Robert E. Swanson, 60 President and Chief Executive Officer	1982
W. Greg Tabor, 47 Executive Vice President and Director of Business Development	2004
Robert L. Gold, 49 Executive Vice President	1987
Kathleen P. McSherry, 42 Executive Vice President and Chief Financial Officer	2000
Daniel V. Gulino, 47 Senior Vice President and General Counsel	2003
Adrien Doherty, 55 Executive Vice President	2006

Set forth below is the name 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 Power and Ridgewood Capital, affiliates of Ridgewood Energy. Mr. Swanson has been President and registered principal of Ridgewood Securities 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.

20

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.

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.

ITEM 6. 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 7. “Certain Relationships and Related Transactions and Director Independence” for more information regarding Manager compensation and payments to affiliated entities.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The Fund incurred a one-time investment fee of 4.5% of initial capital contributions, payable to the Manager. Fees are payable for services of locating, investigating and evaluating investment opportunities and are expensed as incurred. For the period May 17, 2007 (Inception) through December 31, 2007 and the period May 17, 2007 (Inception) through March 31, 2008 investment fees were $3.0 million. There were no investment fees incurred by the Fund during the three months ended March 31, 2008. At December 31, 2007, $0.1 million of investment fees were included in due to affiliates. There was no such amount payable at March 31, 2008.

The Fund’s LLC Agreement provides that the Manager render management, administrative and advisory services. For such services, the Manager receives an annual management fee, payable monthly, of 2.5% of total capital contributions, net of cumulative dry-hole costs incurred by the Fund. Management fees of $0.4 million, $0.5 million and $0.9 million were incurred and paid for the three months ended March 31, 2008, the period May 17, 2007 (Inception) through December 31, 2007 and the period May 17, 2007 (Inception) through March 31, 2008, respectively.

In 2007, the Fund incurred an offering fee, payable to the Manager, totaling $2.3 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 $7.8 million. At December 31, 2007, $0.1 million of investment fees were included in due to affiliates. There was no such amount payable at March 31, 2008.

In 2007, Ridgewood Securities Corporation, a registered broker-dealer affiliated with the Manager, was paid selling commissions and placement fees for Shares sold of the Fund of $76 thousand and $0.7 million, respectively, which are reflected in syndication costs. At December 31, 2007, $64 thousand of these costs were included in due to affiliates. There was no such amounts payable at March 31, 2008.

21

From time to time, short-term payables and receivables, which do not bear interest, arise from transactions with affiliates in the ordinary course of business. There were no outstanding payables or receivables related to these transactions at March 31, 2008 and December 31, 2007.

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.

Board of Directors

The Fund does not have its own board of directors. 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 6. “Executive Compensation” of this Registration Statement.

ITEM 8. LEGAL PROCEEDINGS

None.

ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There is currently no established public trading market for the Shares of membership interest of the Fund. The Fund is not currently offering or proposing to offer any Shares for sale to the public. There are no outstanding options or warrants to purchase, or securities convertible into shares and the Fund does not have any equity-based compensation plans. The Shares are restricted as to resale. Shareholders wishing to transfer Shares should also consider the applicability of state securities laws. The Shares have not been registered under the Securities Act or under any other similar law of any state, except for certain registrations that do not permit free resale, in reliance upon what the Fund believes to be exemptions from the registration requirements contained therein. Because the Shares have not been registered under the Securities Act, they are restricted securities as defined in Rule 144 under the Securities Act.

At June 18, 2008, there were 807 record holders of Shares.

To date, the Fund has not declared or paid cash dividends to the Fund shareholders. The Manager may distribute dividends from available cash from operations as defined in the Agreement.

ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES

During the period from June 15, 2007 until December 17, 2007, the Fund issued an aggregate of 332.2918 Shares for gross proceeds of $66.0 million. All sales of unregistered securities were made in reliance upon Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. All such sales were made without the use of an underwriter. All purchasers of Shares represented and warranted to the Fund that they were accredited investors as defined in Rule 501(a) under the Securities Act and that the Shares were being purchased for investment purposes and not for resale.

From the amount raised, $7.8 million was disbursed for commissions and legal syndication fees. Additionally, $3.0 million was paid as an investment fee to the Manager for the investigation and evaluation of investment property prospects. Remaining funds are expected to be used for exploration and development activities of oil and gas properties as well as the operation of the Fund.

ITEM 11. DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED

The Shares to be registered hereunder are Shares of membership interest in the Fund, which is a limited liability company. The following is a summary of certain provisions of the LLC Agreement.

Control of LLC Operations

The powers vested in the Manager under the LLC Agreement are broad. The Manager has full, exclusive and complete discretion in the management and control of the affairs of the Fund and shareholders have no power to take part in the management of, or to bind, the Fund.

The Fund’s officers are appointed by the Manager and may be removed by it at any time. Additionally, the Manager may authorize any sale, lease, pledge or other transfer of substantially all of a Fund’s assets without a vote of the shareholders.

22

Amendments and Voting Rights

The Manager may amend the LLC Agreement without notice to or approval of the holders of Shares for the following purposes:

· to cure ambiguities or errors;

· to equitably resolve issues arising under the LLC Agreement so long as similarly situated shareholders are not treated materially differently;

· to comply with law; to make other changes that will not materially and adversely affect any shareholder’s interest;

· to maintain the federal income tax status of the Fund or any shareholder, as long as no shareholder’s liability is materially increased.

Other amendments to the LLC Agreement may be proposed either by the Manager or by Fund shareholders. A vote on the proposal may be made by either by calling a meeting of the shareholders or by soliciting written consents. Proposed amendments require the approval of shareholders who hold of record at least a majority of the total Shares on the record date for the action, given at a meeting of shareholders or by written consents. Any amendment requiring shareholder action (other than an amendment to allow the Fund to be taxed other than as a partnership) may not increase any shareholder’s liability, change the capital contributions required of him or her or his or her rights in interest in the Fund’s profits, losses, deductions, credits, revenues or distributions in more than a de minimis matter, or change his or her rights on dissolution or any voting rights without the shareholder’s consent. Any amendment that changes the Manager’s management rights, other than the removal of the Manager, requires the consent of the Manager. Generally, shareholders have no right to vote on matters not involving an amendment to the LLC Agreement or the removal of the Manager. However, if any other matter does require a vote of shareholders, it must be approved by shareholders who own of record at least a majority of the total Shares, or if a different vote is required by law, each shareholder will have voting rights equal to his or her total Shares for purposes of determining the number of votes cast or not cast.

For all purposes, a majority of the Shares is a majority of the issued and outstanding Shares, including those owned, if any, by the Manager or its affiliates. A majority of the Shares voted is insufficient if it is less than a majority of the outstanding Shares.

The consent of all holders of Shares is required for dissolving or terminating the Fund, other than as provided by the LLC Agreement; or adding a new Manager except as described below.

Participation in Costs and Revenues

Available cash determines what amounts in cash the Fund will be able to distribute in cash to shareholders. There are two types of available cash:

· available cash from dispositions is total cash received by the Fund from the proceeds of the sale or other disposition of the Fund’s Property (including items such as insurance proceeds, refinancing proceeds, condemnation proceeds and other amounts received out of the ordinary course of business), but excluding dispositions of temporary investments of the Fund; and

· available cash from operations is all other available cash.

Available cash from dispositions and available cash from operations are further defined in the LLC Agreement and are not defined by, and are not the same as, similar concepts under GAAP.

There is no fixed requirement to distribute available cash. Instead, available cash will be distributed to shareholders to the extent, and at such times, as the Fund believes is advisable. Once the amount and timing of a distribution is determined, it shall be made to shareholders as described below.

Distributions from Operations

At various times during a calendar year, the Fund will determine whether there is enough available cash from operations for a distribution to shareholders. The amount of available cash from operations determined to be available, if any, will be distributed to the shareholders. At all times, the Manager will be entitled to 15% and shareholders will be entitled to 85% of the available cash from operations distributed.

23

Distributions of Available Cash from Dispositions

Available cash from dispositions that the Fund decides to distribute will be paid as follows:

· before shareholders have received total distributions (including distributions from available cash from operations and available cash from dispositions) equal to their capital contributions, 99% of available cash from dispositions will be distributed to shareholders and 1% to the Manager; and

· after shareholders have received total distributions (including available cash from operations and available cash from dispositions) equal to their capital contributions, 85% of available cash from dispositions will be distributed to shareholders and 15% to the Manager.

General Distribution Provisions

Distributions to shareholders under the foregoing provisions will be apportioned among them in proportion to their ownership of shareholder Shares. The Manager has the sole discretion to determine the amount and frequency of any distributions. However, distributions may not be made selectively to one shareholder or group of shareholders, but must be made ratably to all shareholders entitled to that type of distribution at that time. The Manager in its discretion nevertheless may credit select persons with a portion of its compensation from the Fund or distributions otherwise payable to the Manager.

Return of Capital Contributions

If the Fund for any reason at any time does not find it necessary or appropriate to retain or expend all capital contributions, it may, in its sole discretion, return any or all of such excess capital contributions ratably to shareholders. A return of capital contributions is not treated as a distribution. The Fund and the Manager will not be required to return any fees deducted from the original capital contribution or any costs and expenses incurred and paid by the Fund. The shareholders will be notified of the source of the payment. Any such return of capital will decrease the shareholders’ capital contributions.

Voluntary Additional Capital Contributions and Supplemental Offering of Shares

The LLC Agreement does not provide for any mandatory assessments of capital from shareholders. This means that the Fund cannot require any shareholder to contribute more money after the completion of such shareholder’s subscription and payment of such shareholder’s initial capital contribution.

If voluntary additional capital contributions are requested by the Fund to fund additional project activities, the Manager will do so through a supplemental offering of Shares in the Fund. The LLC Agreement provides the Manager with discretion in determining the nature, scope, amount and terms of such supplemental offering.

A shareholder who elects to not participate in any supplemental offering of Shares and does not provide additional capital contributions for such additional project activities will have no interest in such additional project activities, but will retain his interest in the projects in which the Fund has already invested. The failure of a shareholder to participate in a supplemental offering may have a dilutive effect on such shareholder’s investment.

Removal of Manager

Shareholders may propose the removal of the Manager, either by calling a meeting or soliciting consents in accordance with the terms of the LLC Agreement. Removal of the Manager requires the affirmative vote of shareholders who are holders of record of at least a majority of the total shareholder Shares. Removal of a Manager causes the Fund to terminate the Fund’s operations and dissolve the Fund unless a majority of the Shares elects to continue operations. The shareholders may replace the removed Manager or fill a vacancy by vote of shareholders who hold of record a majority of the total Shares.

If the Manager is removed, resigns (other than voluntarily without cause) or is unable to serve, it may elect to exchange its management rights and rights to distributions, if any, for a series of cash payments from the Fund in amounts equal to the amounts of distributions to which the Manager would otherwise have been entitled under the LLC Agreement in respect of investments made by the Fund prior to the date of any such removal, resignation or other incapacity. The removed Manager would continue to receive its pro rata share of all allocations to shareholders as provided in the LLC Agreement which are attributable to any shareholder Shares owned by it.

24

Alternatively, the removed Manager may elect to engage a qualified independent appraiser and cause the Fund to engage another qualified independent appraiser (at the Fund’s expense in each case) to value the Fund property as of the date of such removal, resignation or other incapacity as if the property had been sold at its fair market value so as to include all unrealized gains and losses. If the two appraisers cannot agree on a value, they would appoint a third independent appraiser (whose cost would be borne by the Fund) whose determination, made on the same basis, would be final and binding.

Based on the appraisal, the Fund would make allocations to the removed Manager’s capital account of profits, losses and other items resulting from the appraisal as of the date of such removal, resignation or other incapacity as if the Fund’s fiscal year had ended, solely for the purpose of determining the Manager’s capital account. If the removed Manager has a positive capital account after such allocation, the Fund would deliver a promissory note of the Fund to the Manager, the principal amount of which would be equal to the Manager’s capital account and which would bear interest at a rate per annum equal to the prime rate in effect at Chase Manhattan Bank, N.A. on the date of removal, resignation or other incapacity, with interest payable annually and unpaid principal payable only from 25% of any available cash before any distributions thereof are made to the shareholders under the LLC Agreement.

If the capital account of the removed Manager has a negative balance after such allocation, it would be obligated to contribute to the capital of the Fund in its sole discretion either cash in an amount equal to the negative balance in its capital account or a promissory note to the Fund in such principal amount maturing five years after the date of such removal, resignation or other incapacity, bearing interest at the rate specified above. If the removed Manager chose to elect the appraisal alternative, its entire interest in the Fund would be terminated other than the right to receive the promissory note and payments thereunder as provided above.

Dissolution of Fund

The Fund will wind up, dissolve and terminate its operations on the earliest to occur of (a) December 31, 2040, (b) the sale of substantially all of the Fund’s property, (c) the removal, dissolution, resignation, insolvency, bankruptcy, death or other legal incapacity or disqualification of the Manager, (d) the vote of either all shareholders or of the Manager and shareholders who own at least a majority of the shareholder Shares of record or (e) any other event requiring dissolution by law unless, subsequent to the occurrence of such an event, (i) the Manager and shareholders who own at least a majority of the Shares of record or (ii) if there is no Manager, shareholders who own at least a majority of the Shares of record, elect to continue the Fund. The Manager (or in the absence thereof, a liquidating trustee chosen by the shareholders) will liquidate the Fund’s assets if the Fund is not so continued.

Transferability of Interests

No shareholder may assign or transfer all or any part of his or her interest in the Fund and no transferee will be deemed a substituted shareholder or be entitled to exercise or receive any of the rights, powers or benefits of a shareholder other than the right to receive distributions attributable to the transferred interest unless (i) such transferee has been approved and accepted by the Fund, in its sole and absolute discretion, as a substituted shareholder, and (ii) certain other requirements set forth in the LLC Agreement (including receipt of an opinion of counsel that the transfer does not have adverse effects under the securities laws and the Investment Company Act of 1940) have been satisfied.

The Manager may not resign except for cause (which cause does not include the fact or determination that continued service would be unprofitable to it) and may not transfer its interest in the Fund except to pledge it as security for a loan to the Manager if the pledge does not reduce cash flow distributable to other shareholders.

Liability

Assuming compliance with the LLC Agreement and applicable formative and qualifying requirements in Delaware and any other jurisdiction in which the Fund conducts its business, a shareholder will not be personally liable under Delaware law for any obligations of the Fund, except to the extent of any unpaid capital contributions, except for the amount of any wrongful distributions that render the Fund insolvent and except for indemnification liabilities arising from any misrepresentation made by him or her to the Fund when purchasing Shares.

ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Delaware Limited Liability Company Act permits a Delaware limited liability company to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands made against them. Under the LLC Agreement, a “Covered Person”, which is defined to include, among others, the Manager and its officers, directors, employees, agents, consultants, fiduciaries and others who may be acting when acting on behalf of the Fund, is defended, indemnified and held harmless by the Fund against all costs (including attorneys fees), judgments and claims against them in connection with any threatened, pending or completed action, suit, appeal or other proceeding, when acting on behalf of the Fund, provided however, that such indemnification does not apply to any liability arising out of the negligent act or omission of such covered person or constitutes a breach of the implied contractual covenant of good faith and fair dealing.

25

ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information regarding the Fund’s Financial Statements and Supplementary Data that is contained in Item 15. “Financial Statements and Exhibits” of this Registration Statement on Form 10/A is incorporated herein by reference.

ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS

(a) Index to Financial Statements

See “Index to Financial Statements” set forth on page F-1.

(b) Exhibits:

EXHIBIT NUMBER		TITLE OF EXHIBIT
3.1	*	Articles of Formation of Ridgewood Energy W Fund, LLC dated May 18, 2007 and filed with the Secretary of State of the State of Delaware on May 17, 2007
3.2	*	Limited Liability Company Agreement between Ridgewood Energy Corporation and Investors of Ridgewood Energy W Fund, LLC dated June 15, 2007
3.3	*	Private Offering Memorandum, dated June 15, 2007
10.1	*	Participation Agreement between Chevron Midcontinent, L.P. and Ridgewood Energy Corporation as Manager for West Cameron 57
10.2		Participation Agreement between Fidelity Exploration & Production Company, Ridgewood Energy Corporation as Manager and Northstar GOM, LLC for Eugene Island 31
10.3		Participation Agreement between LLOG Exploration Offshore, Inc. and Ridgewood Energy Corporation as Manager for Green Canyon Block 141
10.4		Participation Agreement between W & T Offshore, Inc. and Ridgewood Energy Corporation as Manager for Main Pass Block 283 and Main Pass Block 279
*Previously filed

26

INDEX TO FINANCIAL STATEMENTS

	PAGE
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets as of March 31, 2008 (unaudited) and December 31, 2007	F-3
Statements of Operations for the three months ended March 31, 2008 (unaudited), the period May 17, 2007 (Inception) through December 31, 2007 and the period May 17, 2007 (Inception) through March 31, 2008 (unaudited)	F-4
Statement of Changes in Members’ Capital for the three months ended March 31, 2008 (unaudited) and the period May 17, 2007 (Inception) through December 31, 2007	F-5
Statements of Cash Flows for the three months ended March 31, 2008 (unaudited), the period May 17, 2007 (Inception) through December 31, 2007 and the period May 17, 2007 (Inception) through March 31, 2008 (unaudited)	F-6
Notes to Financial Statements	F-7
Supplementary Financial Information - Information about Oil and Natural Gas Producing Activities - Unaudited	F-12

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying balance sheet of Ridgewood Energy W Fund, LLC (an exploratory stage enterprise) (the “Fund”) as of December 31, 2007, the related statements of operations, changes in members’ capital and cash flows for the period May 17, 2007 (Inception) through December 31, 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 audit.

We conducted our audit 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 audit 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 audit provides a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the financial position of Ridgewood Energy W Fund, LLC as of December 31, 2007, and the results of its operations and its cash flows for the period May 17, 2007 (Inception) through December 31, 2007 in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

April 18, 2008

Parsippany, New Jersey

F-2

RIDGEWOOD ENERGY W FUND, LLC
(An exploratory stage enterprise)
BALANCE SHEETS
(in thousands, except share data)

	March 31, 2008			December 31, 2007
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	46,459		$	49,261
Other current assets		230			288
Total current assets		46,689			49,549
Salvage fund		1,026			—
Oil and gas properties:
Advance to operator for working interests and expenditures		—			106
Unproved properties		7,332			4,794
Total oil and gas properties		7,332			4,900
Total assets	$	55,047		$	54,449
LIABILITIES AND MEMBERS’ CAPITAL
Current liabilities:
Due to operator	$	1,208		$	—
Accrued expenses payable		139			258
Due to affiliates (Note 6)		—			317
Total current liabilities		1,347			575
Commitments and contingencies (Note 8)
Members’ capital:
Manager:
Deficit accumulated during the exploratory stage		(180	)		(96	)
Manager’s total		(180	)		(96	)
Shareholders:
Capital contributions (625 shares authorized; 332.2918 shares issued and outstanding)		65,965			65,965
Syndication costs		(7,823	)		(7,823	)
Subscriptions receivable		—			(986	)
Deficit accumulated during the exploratory stage		(4,262	)		(3,186	)
Shareholders’ total		53,880			53,970
Total members’ capital		53,700			53,874
Total liabilities and members’ capital	$	55,047		$	54,449

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

F-3

RIDGEWOOD ENERGY W FUND, LLC
(An exploratory stage enterprise)
STATEMENTS OF OPERATIONS
(in thousands, except share data)

	Three months ended March 31, 2008			For the period May 17, 2007 (Inception) through December 31, 2007			For the period May 17, 2007 (Inception) through March 31, 2008
	(unaudited)						(unaudited)
Revenue
Oil and gas revenue	$	—		$	—		$	—
Expenses
Dry-hole costs		873			—			873
Investment fees to affiliate (Note 6)		—			2,981			2,981
Management fees to affiliate (Note 6)		412			499			911
Operating expenses		28			68			96
General and administrative expenses		106			174			280
Total expenses		1,419			3,722			5,141
Loss from operations		(1,419	)		(3,722	)		(5,141	)
Other income
Interest income		259			440			699
Net loss	$	(1,160	)	$	(3,282	)	$	(4,442	)
Manager Interest
Net loss	$	(84	)	$	(96	)	$	(180	)
Shareholder Interest
Net loss	$	(1,076	)	$	(3,186	)	$	(4,262	)
Net loss per share	$	(3,238	)	$	(9,588	)	$	(12,826	)

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

F-4

RIDGEWOOD ENERGY W FUND, LLC
(An exploratory stage enterprise)
STATEMENT OF CHANGES IN MEMBERS’ CAPITAL
(in thousands, except share data)

	# of Shares		Manager			Shareholders			Total
Balances, May 17, 2007 (Inception)		—	$	—		$	—		$	—
Shareholders’ capital contributions		332.2918		—			65,965			65,965
Syndication costs (includes the Manager’s offering fees of $2,319, and Ridgewood Securities Corporation’s selling commissions and placement fees of $76 and $662, respectively, Note 6)		—		—			(7,823	)		(7,823	)
Subscriptions receivable		—		—			(986	)		(986	)
Net loss		—		(96	)		(3,186	)		(3,282	)
Balances, December 31, 2007		332.2918	$	(96	)	$	53,970		$	53,874
Collection of subscriptions receivable (unaudited)		—		—			986			986
Net loss (unaudited)		—		(84	)		(1,076	)		(1,160	)
Balances, March 31, 2008 (unaudited)		332.2918	$	(180	)	$	53,880		$	53,700

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

F-5

RIDGEWOOD ENERGY W FUND, LLC
(An exploratory stage enterprise)
STATEMENTS OF CASH FLOWS
(in thousands)

	Three months March 31, 2008			For the period May 17, 2007 (Inception) through December 31, 2007			For the period May 17, 2007 (Inception) through March 31, 2008
	(unaudited)						(unaudited)
Cash flows from operating activities
Net loss	$	(1,160	)	$	(3,282	)	$	(4,442	)
Adjustments to reconcile net loss to net cash used in operating activities:
Dry-hole costs		873			—			873
Changes in assets and liabilities:
Decrease (increase) in other current assets		58			(288	)		(72	)
Increase in accrued expenses payable		69			70			139
Decrease in due to affiliates		(142	)		142			—
Net cash used in operating activities		(302	)		(3,358	)		(3,502	)
Cash flows from investing activities
Payments to operators for working interests and expenditures		—			(106	)		—
Capital expenditures for oil and gas properties		(2,097	)		(4,794	)		(7,155	)
Salvage fund investments		(1,026	)		—			(1,026	)
Net cash used in investing activities		(3,123	)		(4,900	)		(8,181	)
Cash flows from financing activities
Contributions from shareholders		986			64,979			65,965
Syndication costs paid		(363	)		(7,460	)		(7,823	)
Net cash provided by financing activities		623			57,519			58,142
Net (decrease) increase in cash and cash equivalents		(2,802	)		49,261			46,459
Cash and cash equivalents, beginning of period		49,261			—			—
Cash and cash equivalents, end of period	$	46,459		$	49,261		$	46,459
Supplemental schedule of non-cash financing activities
Subscriptions receivable	$	—		$	986		$	—
Accrual for syndication costs	$	—		$	363		$	—
Advances used for capital expenditures in oil and gas properties reclassified to unproved properties	$	106		$	—		$	—

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

F-6

RIDGEWOOD ENERGY W FUND, LLC
(An exploratory stage enterprise)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

1. Organization and Purpose

The Ridgewood Energy W Fund, LLC (the “Fund”) (an exploratory stage enterprise), a Delaware limited liability company, was formed on May 17, 2007 and operates pursuant to a limited liability company agreement (the “LLC Agreement”) dated June 15, 2007 by and among Ridgewood Energy Corporation (or the “Manager”), and the shareholders of the Fund.

The Fund was organized to acquire, drill, construct and develop oil and natural gas properties located in the United States offshore waters of Texas, Louisiana and Alabama in the Gulf of Mexico. The Fund has devoted most of its efforts to raising capital for oil and natural gas exploration activities. To date, the Fund has not earned revenue from these operations and is considered in the exploratory stage.

The Manager performs, or arranges for the performance of, the management, administrative and advisory services required for Fund operations. Such services include, without limitation, the administration of shareholder accounts, shareholder relations and the preparation, review and dissemination of tax and other financial information. In addition, the Manager provides office space, equipment and facilities and other services necessary for Fund operations. The Manager also engages and manages the contractual relations with outside custodians, depositories, accountants, attorneys, broker-dealers, corporate fiduciaries, insurers, banks and others as required. See Notes 2, 6 and 8.

2. Summary of Significant Accounting Policies

Basis of Presentation

These financial statements have been prepared by the Fund’s management in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in the opinion of management, contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the Fund’s financial position, results of operations and cash flows for the periods presented. These financial statements include audited financial statements at December 31, 2007 and for the period May 17, 2007 (Inception) through December 31, 2007. The interim financial statements and related disclosures presented within this Form 10/A at March 31, 2008 and for the periods ended March 31, 2008 are unaudited. The results of operations, financial position, and cash flows for the periods presented herein are not necessarily indicative of future financial results.

Exploratory Stage Enterprise

Management uses various criteria to evaluate whether the Fund is an exploratory stage enterprise, including but not limited to, the success of drilling, the timing, significance, quality and flow of production and the results of reserve reports obtained from experts. On a case by case basis, once a project begins production, management performs diligent analysis at regular intervals utilizing the various criteria noted above to determine the appropriate classification of the Fund as an exploratory state entity. Based on such analysis, management has determined the Fund continues to be an exploratory stage enterprise.

Use of Estimates

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

Cash and Cash Equivalents

All highly liquid investments with maturities when purchased of three months or less are considered as cash and cash equivalents. At times, bank deposits may be in excess of federal insured limits. At March 31, 2008 (unaudited) and December 31, 2007, bank balances, inclusive of salvage fund, exceeded federally insured limits by $46.3 million and $49.1 million, respectively. The Fund maintains bank deposits with accredited financial institutions.

Investments in Marketable Securities

At times the Fund may purchase short-term investments comprised of 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 in excess of twelve months. The Fund currently has short-term investments that are classified as held-to-maturity. Held-to-maturity securities are those investments that the Fund has the ability and intent to hold until maturity, and are recorded at cost plus accrued income, adjusted for the amortization of premiums and discounts, which approximate fair value. At March 31, 2008 (unaudited) the Fund had short-term held-to-maturity investments, inclusive of salvage fund, totaling $1.0 million. At December 31, 2007, the Fund had no short term held-to-maturity investments.

F-7

For all investments, interest income is accrued as earned and amortization of premium or discount, if any, is included in interest income. Unrealized gains or losses for available-for-sale securities are reported in other comprehensive income until realized

Salvage Fund

Pursuant to the Fund’s LLC Agreement, the Fund deposits in a separate interest-bearing account, or a salvage fund, money to provide for dismantling production platforms and facilities, plugging and abandoning the wells and removing the platforms, facilities and wells after their useful lives, in accordance with applicable federal and state laws and regulations.

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

Oil and Natural Gas Properties

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

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

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

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

As of March 31, 2008 (unaudited) amounts recorded in due to operators totaling $1.2 million related to capital expenditures for oil and gas property, which were paid during the second quarter of 2008.

Advances to Operators for Working Interests and Expenditures

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

Asset Retirement Obligations

For oil and natural gas properties, there are obligations to perform removal and remediation activities when the properties are retired. When a project reaches drilling depth and is determined to be either proved or dry, an asset retirement obligation is recorded. Plug and abandonment costs associated with unsuccessful properties are expensed as dry-hole costs. As of March 31, 2008 (unaudited) and December 31, 2007, there were no asset retirement obligations.

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

Syndication Costs

Direct costs associated with offering the Fund’s shares including professional fees, selling expenses and administrative costs payable to the Manager, an affiliate of the Manager and outside brokers are reflected as a reduction of shareholders’ capital.

Revenue Recognition and Production Receivable

Oil and natural gas sales are recognized when delivery is made by the Operator to the purchaser and title is transferred (i.e. production has been delivered to a pipeline or transport vehicle). The Fund has not earned revenue from inception through March 31, 2008 (unaudited).

Upon production, the volume of oil and natural gas sold on the Fund’s behalf may differ from the volume of oil and natural gas the Fund is entitled to. The Fund will account for such oil and natural gas production imbalances by the entitlements method. Under the entitlements method, the Fund will recognize a receivable from other working interest owners for volumes oversold by other working interest owners, and a payable to other working interest owners for volumes oversold by the Fund. At March 31, 2008 (unaudited) and December 31, 2007, there were no oil or natural gas balancing arrangements between the Fund and other working interest owners.

F-8

Impairment of Long-Lived Assets

In accordance with the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment of Long-Lived Assets”, long-lived assets, such as oil and natural gas properties, are evaluated when events or changes in circumstances indicate the carrying value of such assets may not be recoverable. The determination of whether impairment has occurred is made by comparing the carrying values of long-lived assets to the estimated future undiscounted cash flows attributable to the asset. The impairment loss recognized is the excess of the carrying value over the future discounted cash flows attributable to the asset or the estimated fair value of the asset. For the three months ended March 31, 2008 (unaudited) and for the period May 17, 2007 (Inception) through March 31, 2008 (unaudited), no impairments were recorded.

Depletion and Amortization

Depletion and amortization of the cost of proved oil and natural gas properties are calculated using the units of production method. Proved developed reserves are used as the base for depleting the cost of successful exploratory drilling and development costs. The sum of proved developed and proved undeveloped reserves is used as the base for depleting or amortizing leasehold acquisition costs, the costs to acquire proved properties and platform and pipeline costs. The Fund has not begun production as of March 31, 2008 (unaudited) and therefore has not recorded depletion.

Income Taxes

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

Income and Expense Allocation

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

3. Recent Accounting Standards

In February 2007, the Financial Accounting Standards Board (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 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The adoption of SFAS No. 159 will not have a material impact on its financials. The Fund did not elect to measure existing assets and liabilities at fair value on the date of adoption.

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

F-9

4. Unproved Properties - Capitalized Exploratory Well Costs

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

The following table reflects the net changes in unproved properties for the three months ended March 31, 2008 (unaudited) and for the period May 17, 2007 (Inception) through December 31, 2007. At March 31, 2008 (unaudited) and December 31, 2007, the Fund had no capitalized exploratory well costs greater than one year.

	March 31, 2008		For the period May 17, 2007 (Inception) through December 31, 2007
	(unaudited)
	(in thousands)
Balance - Beginning of period	$	4,794	$	—
Additions to capitalized exploratory well costs pending the determination of proved reserves		2,538		4,794
Reclassifications to proved properties based on the determination of proved reserves		—		—
Capitalized exploratory well costs charged to dry-hole costs		—		—
Balance - End of period	$	7,332	$	4,794

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

Lease Block	Three months ended March 31, 2008		For the period May 17, 2007 (Inception) through December 31, 2007		For the period May 17, 2007 (Inception) through March 31, 2008
	(unaudited)				(unaudited)
	(in thousands)
Eugene Island 31	$	873	$	—	$	873

5. Distributions

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

The Manager will determine whether available cash from operations, as defined in the Fund’s LLC Agreement, is to be distributed. Such distributions will be allocated 85% to the shareholders and 15% to the Manager, as defined in the Fund’s LLC Agreement.

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

There have been no distributions made by the Fund since its inception.

6. Related Parties

The Fund incurred a one-time investment fee of 4.5% of initial capital contributions, payable to the Manager. Fees are payable for services of locating, investigating and evaluating investment opportunities and are expensed as incurred. For the period May 17, 2007 (Inception) through December 31, 2007 and the period May 17, 2007 (Inception) through March 31, 2008 (unaudited) investment fees were $3.0 million. There were no investment fees incurred by the Fund during the three months ended March 31, 2008 (unaudited). At December 31, 2007, $0.1 million of investment fees were included in due to affiliates. There was no such amount payable at March 31, 2008 (unaudited).

F-10

The Fund’s LLC Agreement provides that the Manager render management, administrative and advisory services. For such services, the Manager receives an annual management fee, payable monthly, of 2.5% of total capital contributions, net of cumulative dry-hole costs incurred by the Fund. Management fees of $0.4 million, $0.5 million and $0.9 million were incurred and paid for the three months ended March 31, 2008 (unaudited), the period May 17, 2007 (Inception) through December 31, 2007 and the period May 17, 2007 (Inception) through March 31, 2008 (unaudited), respectively.

In 2007, the Fund incurred an offering fee, payable to the Manager, totaling $2.3 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 $7.8 million. At December 31, 2007, $0.1 million of investment fees were included in due to affiliates. There was no such amount payable at March 31, 2008 (unaudited).

In 2007, Ridgewood Securities Corporation, a registered broker-dealer affiliated with the Manager, was paid selling commissions and placement fees for Shares sold of the Fund of $76 thousand and $0.7 million, respectively, which are reflected in syndication costs. At December 31, 2007, $64 thousand of these costs were included in due to affiliates. There was no such amounts payable at March 31, 2008 (unaudited).

From time to time, short-term payables and receivables, which do not bear interest, arise from transactions with affiliates in the ordinary course of business. There were no outstanding payables or receivables related to these transactions at March 31, 2008 (unaudited) and December 31, 2007.

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

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

7. Fair Value of Financial Instruments

As of March 31, 2008 (unaudited) and December 31, 2007, the carrying value of cash and cash equivalents, investments in marketable securities, salvage fund, and accrued expenses approximate fair value.

8. Commitments and Contingencies

Capital Commitments

The Fund has entered into multiple offshore operating agreements for the drilling and development of its investment properties. The estimated capital expenditures associated with these agreements vary depending on the stage of development on a property-by-property basis. As of March 31, 2008 (unaudited), the Fund had committed to spend an additional $1.8 million relating to the properties.

Environmental Considerations

The exploration for and development of oil and natural gas involves the extraction, production and transportation of materials which, under certain conditions, can be hazardous or cause environmental pollution problems. The Manager and the Operators are continually taking action they believe appropriate to satisfy applicable federal, state and local environmental regulations and do not currently anticipate that compliance with federal, state and local environmental regulations will have a material adverse effect upon capital expenditures, results of operations or the competitive position of the Fund in the oil and natural gas industry. However, due to the significant public and governmental interest in environmental matters related to those activities, the Manager cannot predict the effects of possible future legislation, rule changes, or governmental or private claims. At March 31, 2008 (unaudited) and December 31, 2007, there were no known environmental contingencies that required the Fund to record a liability.

Insurance Coverage

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

9. Subsequent Events

Eugene Island 31

In November 2007, the Fund acquired a 25.0% working interest in the exploratory project Eugene Island 31 from Northstar GOM, LLC (“Northstar”), the operator. The well began drilling in March 2008. In April 2008, the Fund was informed by Northstar that the well being drilled on the Eugene Island 31 lease block did not have commercially productive quantities of either natural gas or oil and had been deemed an unsuccessful well, or dry hole. As a result of this dry hole, the Fund recorded dry-hole costs of $0.9 million during the three months ended March 31, 2008 (unaudited) and estimates that an additional $1.0 million of dry-hole costs, inclusive of plug and abandonment, will be incurred during the second quarter 2008.

F-11

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

In accordance with Statement of Financial Accounting Standards No. 69, “Disclosures about Oil and Gas Producing Activities,” this schedule provides supplemental information on oil and natural gas exploration and producing activities of the Fund.

The Fund is engaged solely in oil and natural gas activities, all of which are located in the United States offshore waters of Louisiana in the Gulf of Mexico. At December 31, 2007, the Fund did not have proved reserves.

Table I - Capitalized Costs Related to Oil and Gas Producing Activities
	December 31, 2007
	(in thousands)
Proved oil and gas properties	$	—
Unproved oil and gas properties		4,794
Advances to operators for working interests and expenditures		106
Total oil and gas properties	$	4,900

Table II - Costs Incurred in Exploration, Property Acquisitions and Development
	For the Period May 17, 2007 (Inception) through December 31, 2007
	(in thousands)
Exploratory drilling costs - capitalized	$	4,900
Exploratory drilling costs - expensed		—
Geological costs		68
	$	4,968

F-12

SIGNATURES

Pursuant to the requirements 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 W FUND, LLC
Date: June 18, 2008	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	June 18, 2008
	(Principal Executive Officer)
Robert E. Swanson
/s/ KATHLEEN P. MCSHERRY	Executive Vice President and Chief Financial	June 18, 2008
	Officer (Principal Accounting Officer)
Kathleen P. McSherry
/s/ ROBERT E. SWANSON	Chief Executive Officer of the Manager	June 18, 2008
Robert E. Swanson

F-13

EX-10.2

Exhibit 10.2

PARTICIPATION AGREEMENT

Eugene Island 31

          This Participation Agreement (“Agreement”) is made and entered into this 27th day of February, 2008, to be effective as of November 1, 2007 between Fidelity Exploration & Production Company (“Fidelity”), whose address is 1700 Lincoln St., #2800, Denver, CO 80203, Ridgewood Energy Corporation (“Ridgewood”), whose address is 11700 Old Katy Rd., #280, Houston, TX 77079, and Northstar GOM, LLC, whose address is 11 Greenway Plaza, #2800, Houston, TX 77046 (“Northstar”). Fidelity, Ridgewood and Northstar are sometimes individually called a “Party” or collectively, the “Parties”.

WITNESSETH:

          WHEREAS, Fidelity owns a 100% record title interest in the following Federal Oil and Gas Lease:

(i) OCS-G 27905, covering all of Eugene Island Block 31 (“Lease”), which is more fully described on Exhibit “A” hereto; and

          WHEREAS, Fidelity has offered to sell, and Ridgewood (as to 25% of 8/8ths) and Northstar (as to 50% of 8/8ths) respectively, desire to acquire a portion of Fidelity’s interest in the Lease, and participate with Fidelity in the exploration and development of the Lease, subject to the terms and conditions stated below.

          NOW, THEREFORE, for and in consideration of One Hundred Dollars ($100.00) in hand paid, and other good and valuable consideration, the Parties agree as follows:

ARTICLE I – GENERAL PROVISIONS

1.1

Fidelity hereby represents, by, through and under Fidelity only, that it owns a 100% record title interest in the Lease, subject only to the Lessor’s royalty and the overriding royalty interests described below in Article VI.

1.2

Fidelity hereby agrees to assign and convey: to Ridgewood, an undivided twenty-five percent of eight-eighths (25% of 8/8ths); and (ii) to Northstar, an undivided fifty percent of eight-eighths (50% of 8/8ths); record title interests in the Lease, subject to the terms set forth herein. Notwithstanding anything to the contrary in this Agreement, however, the Parties agree that if the Initial Test Well or substitute therefore fails to reach Objective Depth (as defined below) but is completed as a well capable of producing in paying quantities, Ridgewood and Northstar shall still have earned an interest in the Lease as provided below in sub-paragraph 6.1.2.

1.3	The following exhibits are attached, and incorporated herein by reference:
	1.3.1	Exhibit “A”          –           Lease and Addresses of the Parties
	1.3.2	Exhibit “B”          -          Joint Operating Agreement
	1.3.3	Exhibit “C”          -          Authority for Expenditure
	1.3.4	Exhibit “D”          -          Assignment Form

ARTICLE II – SUNK COST REIMBURSEMENT
2.1	Within forty-eight (48) hours after execution of this Agreement by all Parties: (i) Ridgewood shall pay to Fidelity a net sum of $139,375, being Ridgewood’s proportionate (25%) ground floor share; and (ii) Northstar shall pay to Fidelity a net sum of $278,750; being Northstar’s proportionate (50%) ground floor share; of Fidelity’s gross $557,500 sunk costs to date, including lease bonus, rentals and seismic costs. Fidelity shall provide Ridgewood and Northstar with wire transfer instructions so as to allow both Parties to make such payments in a timely manner.
ARTICLE III – INITIAL TEST WELL
3.1	Spud Date. Pursuant to the terms and conditions herein, Northstar, as “Operator”, shall, on or before April 15, 2008, commence the actual drilling of a well (the “Initial Test Well”) within the Lease, subject only to rig availability, force majeure and receipt of all required regulatory permits and/or approvals. Unless a delay in spudding the Initial Test Well is due to a cause provided for in Article 3.2 below, if the Initial Test well is not so commenced, then Fidelity and/or Ridgewood, respectively, may elect to terminate participation under this Agreement without further penalty, commitment or obligation hereunder.
3.2	Force Majeure Delays. If Northstar, through conditions not within its control (including but not limited to, regulatory or permitting delays, rig availability, or “force majeure” conditions as defined in the JOA covering the Lease as described in Article IV below, is unable to commence operations for the drilling of the Initial Test Well on or before the date set forth above, Northstar will use its best efforts to timely commence spudding such well following any such delays, but in no event shall the Initial Test Well be spud later than June 30, 2008 due to the conditions described in this paragraph. Notwithstanding anything herein to the contrary, regulatory and permitting delays shall not include delays caused by untimely or insufficient actions by the Operator of the requisite regulatory applications, permits, and/or hazard surveys. If the Initial Test Well is not spud by June 30, 2008, then Article 3.5 shall apply.

3.3	Objective Depth. Northstar shall diligently prosecute the drilling of the Initial Test Well to a total vertical depth/measured depth of 12,300’ or a depth sufficient to evaluate the stratigraphic equivalent of the K-4 Lobe of the Tex W Sand seen at 12,070’ total vertical depth/measured depth in the Pel-Tex OCS-G 14460 #1 well, whichever is the lesser (“Objective Depth”). The Initial Test Well shall be drilled as a straight hole from an approximate surface location of X = 1919000’ & Y = 230722’ of Block 31, Eugene Island Area, or from such other surface location to such other bottomhole location as mutually agreed upon by the Parties.
3.4	Casing Point. For the purposes of this Agreement, “Casing Point” is defined as that point in time when the Initial Test Well or substitute therefore has been drilled to the Objective Depth, all logging and testing contemplated in the AFE has been completed and a recommendation has been made by the Operator for other operations as provided under the JOA, to run production casing or plug and abandon the well.
3.5	Forfeiture of Right to Earn. It is agreed and understood between the Parties that except as otherwise provided herein, if Ridgewood does not participate in, and/or Northstar does not spud and participate in, drilling the Initial Test Well or substitute therefore to the Objective Depth as provided for herein, then Ridgewood and/or Northstar shall have forfeited their respective right to earn an assignment pursuant to this Agreement. Upon such forfeiture by Ridgewood and/or Northstar, Fidelity shall, within five (5) business days of receipt of notice by either or both parties of an election not to participate, refund back to the non-participating party(s) one hundred percent of the sunk cost reimbursement previously paid by such party to Fidelity pursuant to Article II above. However, Fidelity shall not be required to make such a refund if a party’s non-participation is for a reason other than because the Initial Test Well was not spud in a timely manner as provided in Articles 3.1 or 3.2 above.

2

ARTICLE IV – JOINT OPERATING AGREEMENT
4.1	The Parties agree that the Joint Operating Agreement attached as Exhibit “B” (“JOA”) shall, except as otherwise provided herein, govern all operations conducted on the Lease. If there is any conflict between the terms of this Agreement and the JOA, the terms of this Agreement shall prevail. This JOA shall designate Northstar as Operator.
4.2	Fidelity’s Right to Data/Records. Notwithstanding anything to the contrary herein, as to the Initial Test Well or substitute thereto: (i) Northstar shall provide Fidelity with all of the data and information required to be given to a participating party under the JOA, including, specifically, Articles 5.8 and 5.9; and (ii) all audit rights and rights to records applicable to a non-operator in Article 5.5 and Exhibit “C” (COPAS) of the JOA shall also apply to Fidelity.

ARTICLE V – WELL COSTS
5.1	AFE. The entire cost, risk and expense of permitting and drilling the Initial Test Well to the Objective Depth is estimated to be $5,600,000, as reflected on the Authorization for Expenditure (“AFE”) attached as Exhibit “C”. Subject to the other provisions herein, each Party’s execution of this Agreement shall be considered as an agreement to participate in the Initial Test Well. Concurrent with execution of this Agreement, the Parties agree to execute the JOA and AFE, and to immediately return to Northstar the executed AFE. All costs associated with the Initial Test Well on the Lease shall be borne by the Parties as set forth below and pursuant to the terms and conditions of the JOA and this Agreement.
5.2	Working Interest. Ridgewood and Northstar agree to participate in the drilling of the Initial Test Well on the Lease on a promoted basis by paying all costs associated with the drilling of said well to Casing Point, including, if applicable, the costs of plugging and abandonment if the Initial Test Well is a dry hole, and as further provided below:

	Working Interest To Casing Point			Working Interest After Casing Point/Subsequent Wells and Costs
Northstar		66.66667	%*		50	%
Ridgewood		33.33333	%*		25	%
Fidelity		0	%		25	%
		100.00000	%		100	%

* up to the following maximum gross drilling cost expenditure:
*5.2.1	if the final approved AFE is a turnkey contract and such Initial Test Well is to be drilled pursuant to such turnkey contract, then the promote will be capped at 110% of the turnkey contract AFE to Casing Point;
for the Initial Test Well or its substitute, and subject to the terms of Article 5.3 below. Notwithstanding anything to the contrary herein, however, the disproportionate cost sharing for Ridgewood and Northstar as to the Initial Test Well will cease once cumulative costs and expenses for such well exceed the applicable amount in sub-paragraph 5.2.1, or upon reaching Casing Point, whichever occurs first. Any additional dry hole costs, as well as all subsequent costs on the Lease will be borne by Fidelity, Ridgewood and/or Northstar at the non-promoted percentages set forth above for its After Casing Point/Subsequent Wells and Costs working interest.

3

5.3	Substitute Well. If the Initial Test Well should encounter rock salt, heaving shale, excessive water flow, excessive pressure, igneous or other impenetrable formations or conditions at a lesser depth which would render drilling impractical and preclude the Parties from reaching the Objective Depth, then in such event Northstar and/or Ridgewood shall have the option for thirty (30) days following abandonment of said well to commence the actual drilling of a substitute well, to be located and drilled in such a manner as to achieve the same exploratory objective as attempted in the Initial Test Well. If timely commenced, this substitute well shall be treated for all purposes in this Agreement as though it was the Initial Test Well. Northstar and/or Ridgewood’s cumulative promoted cost on the Initial Test Well and any substitute well(s) shall be limited to the maximum drilling cost expenditures provided in the final AFE described above in Article 5.1, as limited in Article 5.2. All subsequent costs within the Lease shall be borne by Fidelity, Northstar and/or Ridgewood at the non-promoted percentages set forth above for After Casing Point/Subsequent Wells working interest.
ARTICLE VI – EARNED ASSIGNMENT
6.1	Depending upon whether or not the Initial Test Well is drilled to the Objective Depth and subject to each such party’s satisfaction of all terms and obligations set forth in this Agreement, Fidelity shall execute and deliver to Northstar and Ridgewood respective assignments of interests in the Lease, as follows:
	6.1.1	Record Title. Within five (5) business days following Fidelity’s receipt of written notice from the Operator that the Initial Test Well or substitute thereto has been drilled to the Objective Depth, Fidelity shall execute and deliver to Northstar, as to fifty percent of eight-eighths (50% of 8/8ths), and to Ridgewood, as to twenty-five percent of eight-eighths (25% of 8/8ths), an assignment of their respective record title interests in the Lease, said assignment(s) to be on the form of assignment attached hereto as Exhibit “D”; or if the Initial Test Well or substitute thereto was not drilled to the Objective Depth because of the same mechanical problems as those cited above in Article 5.3, then,
	6.1.2	Operating Rights. Within five (5) business days following Fidelity’s receipt of written notice from the Operator that the Initial Test Well or substitute thereto has been drilled to a depth shallower than the Objective Depth and completed at such shallower depth as a well capable of producing oil and/or gas in paying quantities, then Fidelity shall execute and deliver to Northstar, as to fifty percent of eight-eighths (50% of 8/8ths), and to Ridgewood, as to twenty-five percent of eight-eighths (25% of 8/8ths), an assignment of their respective operating rights interests in the Lease as to those depths from the surface down to 100’ below the stratigraphic equivalent of the deepest sand or formation placed on production in that well, said assignment(s) to be on a mutually agreeable operating rights assignment form.

6.2	The assignments provided for above in sub-paragraphs 6.1.1 or 6.1.2 shall be effective as of the actual spud date of the Initial Test Well, and shall be subject to and Northstar and Ridgewood agree to bear their proportionate share of:
	6.2.1	the existing lease royalty under the Lease;
	6.2.2	a one percent of eight-eighths (1% of 8/8ths) overriding royalty interest under the Lease, effective May 1, 2006, to David R. Wood, being the consultant who generated the Lease prospect; and
	6.2.3	a two and one-third percent of eight-eighths (2.33333% of 8/8ths) overriding royalty interest under the Lease to be reserved by Fidelity in the earned assignments to Northstar and Ridgewood;
	thus, delivering to Northstar and Ridgewood a proportionate eighty percent (80%) net revenue interest in the Lease.

4

6.3	MMS Approval. The assignments provided for immediately above from Fidelity to Northstar and Ridgewood are subject to the Minerals Management Service’s (“MMS”) approval and Fidelity will not be liable for any damages or loss of opportunity to Northstar or Ridgewood if the MMS fails to approve the assignment(s) due to an action caused by Northstar or Ridgewood. Northstar and Ridgewood agree to execute any necessary documents and take all other actions reasonably necessary, if any, to assist Fidelity in obtaining MMS approval.
ARTICLE VII - CONTINUOUS DRILLING - ADDITIONAL WELL
7.1	If the Initial Test Well or substitute thereto is not drilled to the Objective Depth but said Initial Test Well or substitute thereto is completed in a shallower zone as a well capable of producing oil and/or gas in paying quantities and earned an assignment of operating rights pursuant to sub-paragraph 6.2.1 above, then Northstar and/or Ridgewood shall have the option to maintain their respective rights under this Agreement to earn the record title assignment provided for above in sub-paragraph 6.1.1 by commencing the actual drilling of another well within 180 days after release of the drilling rig from the preceding well (“Additional Well”). The Additional Well shall be drilled to the same Objective Depth or deeper, if proposed and in the manner and subject to the terms and conditions as for the Initial Test Well. If such record title assignment rights are earned, then the applicable Parties agree to make those assignments and/or re-assignments necessary in order to effectuate the intent of sub-paragraph 6.1.1. Notwithstanding anything to the contrary herein, however, and regardless of whether or not the promoted cost cap level provided in Article V has been reached as to the Initial Test Well or substitute thereto, such promoted costs are not cumulative as to any Additional Well. So, Northstar and/or Ridgewood shall pay all costs for any such Additional Well in accordance with Article V at the promoted levels provided therein as if the Initial Test Well and any substitute thereto had not been drilled. Failure to commence actual drilling operations within said 180 day period shall cause this Agreement to terminate in its entirety as to any portion of the Lease not already earned by Northstar and/or Ridgewood, without further notice or demand by Fidelity.

ARTICLE VIII - NOTICES
8.1	Notices. All offers, notices, reports and other information to be furnished between the Parties under the provisions of this Agreement shall be forwarded by prepaid mail or by prepaid telegram or facsimile, addressed as provided in Exhibit “A”, unless or until a different address is specified in writing and delivered as set forth in Article 8.2.
8.2	Timing of Notice. The originating notice given under any provisions hereof shall be deemed to be given only when received by the Party to whom such notice is directed, and the time for such Party to give any notice and response thereto shall run from the date the originating notice is received. Each Party shall have the right to change its address at any time and from time to time by giving written notice thereof to the other Party.
ARTICLE IX – NORTHSTAR/RIDGEWOOD REPRESENTATIONS AND WARRANTIES:
	Northstar and Ridgewood, respectively, represent and warrant the following:
9.1	THAT IT IS AN EXPERIENCED AND KNOWLEDGEABLE INVESTOR IN OIL AND GAS PROPERTIES, HAS THE FINANCIAL AND BUSINESS EXPERTISE TO EVALUATE THE MERITS AND RISKS OF THE TRANSACTIONS COVERED BY THIS AGREEMENT, AND HAS RELIED SOLELY ON THE BASIS OF ITS OWN INDEPENDENT INVESTIGATION OF THE LEASE FOR ALL PURPOSES. NORTHSTAR AND RIDGEWOOD EACH ACKNOWLEDGE THAT IT HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF PERSONS IT DEEMED APPROPRIATE CONCERNING THE CONSEQUENCES OF THE PROVISIONS OF THIS AGREEMENT AND HEREBY WAIVES ANY AND ALL RIGHTS TO CLAIM THAT IT IS AN UNSOPHISTICATED INVESTOR IN OIL AND GAS PROPERTIES.

5

9.2

THAT IT IS QUALIFIED WITH THE MMS TO POSSESS, HOLD AND, IF APPLICABLE, SERVE AS OPERATOR AND/OR LEASEHOLDER OF A FEDERAL OFFSHORE LEASE, AND THAT IT IS IN GOOD STANDING WITH THE MMS.

9.3

THAT IT SHALL ACT UNDER THIS AGREEMENT IN A PRUDENT MANNER, IN ACCORDANCE WITH GOOD OIL FIELD PRACTICES, IN COMPLIANCE WITH THE PROVISIONS OF THE LEASE AND RELATED AGREEMENTS, AND IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS, INCLUDING APPLICABLE ENVIRONMENTAL LAWS AND REGULATIONS. NORTHSTAR AND RIDGEWOOD FURTHERMORE WILL ACT WITH INTEGRITY AND GOOD FAITH IN THE CONDUCT OF BUSINESS UNDER THIS AGREEMENT.

ARTICLE X - MISCELLANEOUS
10.1	Successor and Assigns. Except as otherwise expressly provided herein, the provisions of this Agreement shall inure to the benefit of and be binding upon the successors, assigns, heirs, executors and administrators of the Parties.
10.2	Assignment Restrictions. This Agreement is personal in nature and, consequently, the obligations assumed by Northstar and Ridgewood under this Agreement may not be assigned to any party except to an Affiliate or subsidiary owned or controlled by Northstar or Ridgewood, or Ridgewood Drilling Fund(s), owned, managed or controlled by Ridgewood, or as otherwise provided herein prior to earning the assignment provided for above in Article VI; provided, however, the foregoing will not constitute a restriction on the right of Northstar and Ridgewood to sell or assign, in accordance with and subject to the terms of this Agreement, any of its leasehold interest following its receipt of an assignment of interest in the Lease under the terms hereof, provided that the assigned interest is made specifically subject to this Agreement. The terms and provisions hereof shall constitute a covenant running with the lands, leasehold and the Lease acquired hereunder and any such assignment by Northstar and Ridgewood shall be made expressly subject to the terms and provisions of this Agreement.
10.3	This Agreement, including all Exhibits attached hereto, constitutes the full and entire understanding and agreement between the Parties relating to the matters herein, and except as otherwise provided herein, supersedes any previous agreements or understandings, written or oral, in effect between the Parties relating hereto. This Agreement may be supplemented, altered, amended, modified, or revoked in writing only, which writing must be signed by all Parties hereto. The headings are for convenience only and have no significance in the interpretation of the Agreement.
10.4	Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas and shall be subject to all applicable state and federal laws, rules and regulations of public bodies having jurisdiction over the Lease. In the event any provision of this Agreement is, or the operations contemplated hereby, are found to be inconsistent with or contrary to any such laws, rules or regulations, the latter shall be deemed to control, and thereafter, this Agreement shall be regarded as modified accordingly, and as so modified, shall continue in full force and effect.
10.5	This Agreement is not intended to and shall not be construed to create any mining partnership, commercial partnership, any other partnership or an association for profit between or among the Parties.

6

10.6	Northstar and Ridgewood acknowledge that the lands covered by the Lease may or have been used for oil and gas drilling and production operations, related oil field operations and possibly for the storage and disposal of hazardous substances. Fidelity, its respective affiliates, employees, agents or representatives, do not make any express or implied representation or warranty as to the existence or non-existence of such conditions or hazardous substances, and each such party expressly disclaims any and all liability resulting therefrom.
10.7	This Agreement is not intended to create, and shall not be construed to create, a relationship of partnership, joint venture or an association for profit between or among the Parties hereto. Notwithstanding any provision herein that the rights and liabilities hereunder are several and not joint or collective, or that this Agreement and operations hereunder shall not constitute a partnership, if, for federal income tax purposes, this Agreement and the operations hereunder are regarded as a partnership, each Party thereby affected elects to be excluded from the application of all of the provisions of Subchapter K, Chapter 1, Subtitle “A”, of the Internal Revenue Code of 1986, as amended (“Code”), as permitted and authorized by Section 761 of the Code and the regulations promulgated thereunder. Should there by any requirement that each Party hereby affected give further evidence of this election, each such Party shall execute such documents and furnish such other evidence as may be required by the Federal Internal Revenue Service or as may be necessary to evidence this election. No such Party shall give any notices or take any other action inconsistent with the election made hereby. If any present or future income tax laws of the State of Texas or any future income tax laws of the United States contain provisions similar to those in Subchapter “K”, Chapter 1, Subtitle “A”, of the Code, under which an election similar to that provided by Section 761 of the Code is permitted, each Party hereby affected shall make such election as may be permitted or required by such laws. In making the foregoing election, each such Party states that the income derived by such party from operations hereunder can be adequately determined without the computation of partnership taxable income.
10.8	NO REPRESENTATION OF ACCURACY OR COMPLETENESS. FIDELITY MAKES NO WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AS TO THE ACCURACY OR COMPLETENESS OF ANY DATA, REPORTS, RECORDS, PROJECTIONS, INFORMATION OR MATERIALS NOW, HERETOFORE OR HEREAFTER FURNISHED OR MADE AVAILABLE TO NORTHSTAR OR RIDGEWOOD IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, RELATIVE TO PRICING ASSUMPTIONS OR QUALITY OR QUANTITY OF HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE LEASE OR THE ABILITY OR POTENTIAL OF THE LEASE TO PRODUCE HYDROCARBONS OR ANY OTHER MATTERS CONTAINED IN THE MATERIALS FURNISHED OR MADE AVAILABLE TO NORTHSTAR OR RIDGEWOOD BY FIDELITY OR ITS AGENTS OR REPRESENTATIVES. ANY AND ALL SUCH DATA, RECORDS, REPORTS, PROJECTIONS, INFORMATION AND OTHER MATERIALS (WRITTEN OR ORAL) FURNISHED BY FIDELITY OR OTHERWISE MADE AVAILABLE OR DISCLOSED TO NORTHSTAR AND RIDGEWOOD SHALL NOT CREATE OR GIVE RISE TO ANY LIABILITY WHATSOEVER OF OR AGAINST FIDELITY AND ANY RELIANCE ON OR USE OF THE SAME SHALL BE AT THE SOLE RISK OF NORTHSTAR AND RIDGEWOOD TO THE MAXIMUM EXTENT PERMITTED BY LAW.

10.9

Performance of Duties. All Parties agree to assume, pay for, perform, and comply with all duties, obligations and liabilities (express or implied) incident to the ownership and operation of the Lease that is attributable to the operating rights or record title interest subject to this Agreement, including, but not limited to, the terms of the Lease, the JOA, applicable governmental orders, statues, regulations and ordinances.

10.10

No Waiver. The failure of a Party to insist upon strict performance of any provision hereof shall not constitute a waiver of, or estoppels against asserting, the right to require such performance in the future, nor shall a waiver or estoppels in any one instance constitute a waiver or estoppels with respect to a later breach of a similar nature or otherwise.

7

10.11 Further Assurances. In connection with this Agreement as well as all transactions contemplated by this Agreement, the Parties agree to execute and deliver such additional documents and instruments and to perform such additional acts as may be reasonably necessary or appropriate.

          In witness thereof, this Participation Agreement is made effective as of the effective date first written above.

WITNESS:	FIDELITY EXPLORATION & PRODUCTION COMPANY
	By:	Michael C. Caskey
		Executive Vice President & Chief Operating Officer
WITNESS:	NORTHSTAR GOM, LLC
	By:	Brian H. Macmillan
	Title:	Vice President - Land
WITNESS:	RIDGEWOOD ENERGY CORPORATION
	By:	W. Greg Tabor
	Title:	Executive Vice President

8

STATE OF TEXAS	§
COUNTY OF HARRIS	§

BEFORE ME, the undersigned authority, on this day personally appeared Brian H. Macmillan, known to me to be the person whose name is subscribed to the foregoing instrument as Vice President - Land of Northstar GOM, LLC, and acknowledged to me that he executed the same for an on behalf of said corporation, for the purposes and consideration therein expressed, and in the capacity therein stated.

GIVEN under my hand and seal of office this ______ of ____________________ 2008.

Notary Public, State of Texas

My Commission Expires:

STATE OF TEXAS	§
COUNTY OF _____	§

BEFORE ME, the undersigned authority, on this day personally appeared __________________, known to me to be the person whose name is subscribed to the foregoing instrument as ___________________of Ridgewood Energy Corporation, and acknowledged to me that he executed the same for an on behalf of said corporation, for the purposes and consideration therein expressed, and in the capacity therein stated.

GIVEN under my hand and seal of office this ______ of ____________________ 2008.

Notary Public, State of Texas

My Commission Expires:

STATE OF COLORADO	§
COUNTY OF DENVER	§

BEFORE ME, on this ____________ day of ______________, 2008, the undersigned Notary Public, on this day personally appeared Michael C. Caskey, who, being by me duly sworn, did say that he is the Executive Vice President & Chief Operating Officer of Fidelity Exploration & Production Company, and that said instrument was signed in behalf of said corporation by authority of its Board of Directors and said Michael C. Caskey acknowledged said instrument to be the free act and deed of said corporation.

Notary Public

My commission expires: ____________________

9

EX-10.3

Exhibit 10.3

PARTICIPATION AGREEMENT
LLOG GC 141 PROSPECT

This Participation Agreement (“Agreement”) is entered into and made effective this 1st day of March, 2008 (“Effective Date”) by and between LLOG Exploration Offshore, Inc. (“LLOG”), whose mailing address is 11700 Old Katy Road, Suite 295, Houston, Texas 77079 and Ridgewood Energy Corporation, (“Ridgewood”), whose mailing address is 11700 Old Katy Road, Suite 280, Houston, Texas 77079, herein referred to collectively as “Parties” and individually as a “Party”.

WITNESSETH

WHEREAS, LLOG has acquired leasehold interests to OCS Oil and Gas lease OCS-G 21785 covering Green Canyon Block 141, acquired by LLOG from Westport Oil & Gas Corporation and Anadarko Production Company (hereinafter referred to as the “Prospect”), and

WHEREAS, pursuant to that certain Offer to Participate dated February 11, 2008 and that certain conditional letter of acceptance dated February 15, 2008 by and between LLOG and Ridgewood covering the Prospect, Ridgewood has advised LLOG of its desire to participate in the drilling of the initial exploratory well on the Prospect, and

WHEREAS, LLOG and Ridgewood desire to set forth the terms and conditions under which Ridgewood shall participate in the initial exploratory well and receive an assignment of an interest in the Leases comprising the Prospect, all as more fully provided for herein, and

NOW, THEREFORE, for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, together with the mutual covenants, conditions, and obligations contained herein, LLOG and Ridgewood do hereby enter into this Agreement under the following terms and conditions:

ARTICLE I
DEFINITIONS

1.1     AFE: shall mean the Authorization for Expenditure for the initial exploratory well on the Prospect, a copy of which is attached hereto as Exhibit “A-1”.

1.2     Contract Area: shall mean all of Green Canyon Block 141 and the South-half of the South-half (S/2 S/2) of Green Canyon Block 97.

1.3     Initial Exploratory Well (“IEW”): shall mean the first well or its substitute well(s), as provided for in Article III below, to be drilled within the Contract Area to the Objective Depth.

1

1.4     Lease(s): shall mean the Federal OCS Oil and Gas Leases described as OCS-G 21785, Green Canyon Block 141.

1.5     Objective Depth: shall mean a true vertical depth of at least 14,900 feet true vertical depth (15,706’ measured depth), or to a depth sufficient to test the Lentic 1 section, as defined hereinafter, whichever is deeper. For the purposes of this Agreement, the Lentic 1 section shall be deemed drilled to a sufficient depth when the IEW has been drilled to a depth sufficient to evaluate the seismic trough amplitude event observed at 4.250 seconds on Inline 1777 and Crossline 2071 of the TGS Diamond 3-D Seismic Survey. Such Lentic 1 section is also identified as the stratigraphic equivalent of the Lentic 1 section found in the Conoco OCS_G 5093 #1 well located in Green Canyon Block 142 at the interval from 14190’ to 14830’ true vertical depth.

1.6     Operating Agreement: shall mean the Green Canyon Block 141 Prospect Operating Agreement attached hereto as Exhibit “B” to be executed among the working interest owners effective as of March 1, 2008.

1.7     Well Plan: shall mean the Well Plan for the IEW attached hereto as Exhibits “A-2”, “A-3” and “A-4”.

1.8     Capitalized terms used throughout this Agreement and not defined in Sections 1.1 through 1.7 above, shall have the meanings ascribed to them elsewhere in this Agreement or in the Exhibits attached hereto.

Article II
EXHIBITS

     The following Exhibits are attached hereto and made a part of this Agreement:

Exhibit “A-1”	Authority for Expenditure OCS-G 21785 #2 Well
Exhibit “A-2”	Well Schematic for OCS-G 21785 #2 Well
Exhibit “A-3”	Directional Survey for OCS-G 21785 #2 Well
Exhibit “A-4”	Pore Pressure, Fracture Pressure for OCS-G 21785 #2 Well
Exhibit “B”	Operating Agreement
Exhibit “C”	Geologic and Data Information Requirements of Ridgewood
Exhibit “D”	Form of Assignment of Record Title Interest
Exhibit “E”	Existing Burdens on the Contract Area

2

Article III
IEW Participation

          3.1     Subject to rig availability, permitting and any regulatory approvals by the MMS, on or before April 30, 2008, LLOG as Operator shall commence the drilling of the IEW at a location that is 7726’ FWL and 1364’ FSL of OCS-G 31694, Green Canyon Block 97 and drill the IEW to the Objective Depth in accordance with the AFE and Well Plan. Ridgewood shall bear and pay twenty-five percent (25%) of the costs and expenses of the IEW. Ridgewood, having reviewed the Well Plan and AFE with all particulars (i.e. casing program, mud system, logging/evaluation program, and TD criteria), hereby acknowledges its agreement with the IEW well design, including but not limited to, well location (surface and bottom-hole) and the projected penetration point into the objective interval and does hereby approve such Well Plan and AFE for the IEW and elects to participate therein for its 25% working interest.

          3.2     In the event in the drilling of the IEW there should be encountered rock salt, heaving shale, excessive water flow, excessive pressure, igneous or other impenetrable formation or conditions which would render impracticable and preclude drilling the IEW to the Objective Depth, then and in such event any party to the Operating Agreement described in Article IV below may propose within one hundred and twenty (120) days following rig release for such well the drilling of a substitute well (“Substitute Well”) provided same is drilled to the same objective zone or zones as the IEW. If a Substitute Well is proposed under the Operating Agreement and Ridgewood is a participating Party, this Participation Agreement shall remain in full force and effect as though the Substitute Well was the IEW. If a Substitute Well is proposed under the Operating Agreement and Ridgewood is not a participating Party, this Participation Agreement shall terminate and the terms of the Operating Agreement shall apply and govern the interests of the Parties.

Article IV
Operating Agreement and Area of Mutual Interest

          4.1     All operations on the Contract Area shall be governed by the Operating Agreement attached hereto as Exhibit “B”. The Parties to the Operating Agreement may, by agreement amongst them, amend the Operating Agreement from time to time. The Parties agree that all provisions of the Operating Agreement shall apply to all operations conducted after the Effective Date within the Contract Area, except as otherwise provided in this Agreement. Should any conflict or inconsistency exist between the Operating Agreement and this Agreement as to the matters addressed herein, or in the event this Agreement addresses matters not included in the Operating Agreement, this Agreement shall prevail.

          4.2     LLOG shall provide Ridgewood with any and all raw well data and information obtained and/or results of analyses performed through the conduct of the drilling of any wells by LLOG on the Contract Area in which Ridgewood is a participant, as further provided for in Exhibit “C”, and any additional data and/or information that Ridgewood may become entitled to pursuant to the terms of the Operating Agreement. All data delivered to Ridgewood as provided in this Section 4.3 shall be delivered to Ridgewood pursuant to the Operating Agreement.

3

          4.3     LLOG and Ridgewood hereby create an Area of Mutual Interest (“AMI”) covering the South-half of the South-half (S/2 S/2) of Green Canyon Block 97. This AMI shall terminate three (3) years after the Effective Date, unless earlier terminated by the terms herein. If a Party acquires an interest or a right to acquire an interest in Green Canyon Block 97 (the “Acquiring Party”), the interests of the Parties shall be seventy five percent (75%) to LLOG if Ridgewood is the Acquiring Party and twenty five percent (25%) to Ridgewood if LLOG is the Acquiring Party. Under any circumstance, within fifteen (15) days after the date on which the Acquiring party acquired the interest (or the right to acquire the interest), it shall notify the non-Acquiring party in writing of such acquisition. The notice shall describe the interest acquired and the actual costs, burdens and/or obligations reserved or to be reserved to acquire such interest. Upon receipt of such notice, the non-Acquiring party shall have thirty (30) days after receipt of the notice to exercise its right to acquire its share of such interest. Upon receipt of the non-Acquiring party’s share of the costs or upon receipt of the non-Acquiring party’s written acceptance of the burdens or obligations which must be incurred to earn the interest, the Acquiring party shall assign the appropriate interest to the non-Acquiring party.

Article V.
Reimbursement of Land Sunk Costs and Assignment of Leases

          5.1     Within five (5) business days of Ridgewood’s execution of this Participation Agreement, Ridgewood agrees to pay LLOG $248,075.00, which represents Ridgewood’s proportionate share of the Lease bonuses, rentals and geological and geophysical costs (“Land Sunk Costs”) incurred by LLOG prior to the Effective Date for each Prospect.

          5.2     Within five (5) business days of the receipt by LLOG of Ridgewood’s payment as set forth in Article 5.1 above, LLOG shall execute and deliver or cause to be executed and delivered to Ridgewood an assignment of an undivided twenty-five percent (25%) record title interest in Lease OCS-G 21785 covering Green Canyon Block 141. Thereafter ownership of the Leases in the Contract Area shall be as follows:

LLOG	75%
Ridgewood Energy Corporation	25%

The form of assignments into Ridgewood shall be similar to the form of Assignment attached hereto as Exhibit “D”. Ridgewood shall bear its proportionate 25% share of the Lease royalty and its proportionate 25% share of the overriding royalty burdens on the Leases, such overriding royalty interest burdens being more fully described on Exhibit “E” attached hereto.

          5.3     Any assignment(s) of record title interest delivered by the Parties pursuant to this Agreement shall be delivered without warranty of title, whether express or implied, except as to persons lawfully claiming by, through or under the assignor, but not otherwise, and shall be free and clear of all burdens or other encumbrances on the leasehold, except for the assignor’s share of the lessor’s royalty, overriding royalty and those existing burdens as set forth in Exhibit “E” attached hereto. Further, any such assignment(s) delivered by the Parties pursuant to this Agreement shall be subject to the terms of this Agreement, the MC 489 Agreement and the Operating Agreement.

4

          5.4     The assignment(s) of record title interest executed pursuant to this Agreement require approval by the MMS. The assignee under any assignment(s) of record title interest executed pursuant to this Agreement shall promptly (i) file of record any assignment of record title interest in the appropriate governmental records and (ii) file for approval with the MMS (or other applicable governmental agencies) all assignment documents for the assigned interest. Should approval of the MMS (or any other similar governmental agency having jurisdiction) be denied, the Party receiving notice of such denial agrees to provide the other Party with written notice of such occurrence, along with a copy of all associated written communications, and the Parties agree to develop a revised form of assignment in an effort to meet the MMS’ or other appropriate agency’s requirements for approval. In the alternative, each Party shall execute and deliver, or cause to be executed and delivered, such other documents and take such other actions as a Party may reasonably request in an effort to comply with any such approval requirements. Ridgewood shall execute the necessary “Designation of Operator” form (MMS Form 1123) designating LLOG as the operator of the Leases and as designated applicant for oil spill financial responsibility for the Leases, along with any other documents required to allow LLOG to serve as operator of the Leases.

          5.5     Either Party’s rights and obligations hereunder may be assigned to a willing and financially able party subject to the terms and conditions of the Operating Agreement. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors, representatives and assigns and shall constitute a covenant running with the lease comprising the Contract Area.

ARTICLE VI
APPLICABLE LAW

          6.1     THIS AGREEMENT AND ALL OPERATIONS CONDUCTED HEREUNDER BY THE PARTIES SHALL BE SUBJECT TO ALL VALID APPLICABLE LAWS, RULES, REGULATIONS AND ORDERS, INCLUDING ALL FEDERAL LAWS, RULES, REGULATIONS AND ORDERS (“FEDERAL LAW”). TO THE EXTENT REQUIRED BY FEDERAL LAW, THE LAWS OF THE STATE ADJACENT TO THE CONTRACT AREA SHALL APPLY. THIS AGREEMENT SHALL OTHERWISE BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF TEXAS, EXCLUSIVE OF ANY PROVISIONS THAT WOULD DIRECT THE APPLICATION OF THE SUBSTANTIVE LAW OF ANY OTHER JURISDICTION.

5

ARTICLE VII
NOTICES

          7.1     Any notices, communications, or documents that either of the Parties desire to give to the other Party or that may be required to be delivered to the other Party pursuant to this Agreement shall be in writing and sent via telecopy, delivered in person or sent certified mail, postage prepaid, return receipt requested, addressed to the Parties at the following respective addresses stated for each:

LLOG Exploration Offshore, Inc.
11700 Old Katy Road, Suite 295
Houston, Texas 77079
Attention:	Michael Altobelli
Telephone:	(281) 752-1105
Facsimile:	(281) 296-0219
Ridgewood Energy Corporation
11700 Old Katy Road, Suite 280
Houston, Texas 77079
Attention:	Randy Bennett
Telephone:	(281) 293-9384
Facsimile	(281) 203-7705

For purposes hereof, if facsimile or personal delivery is not possible, refusal by any Party hereto to accept correspondence sent by certified mail or two (2) unsuccessful attempts by the U.S. Postal Service to serve any communication sent by certified mail shall be deemed receipt of such correspondence. Any notice delivered on Saturday, Sunday, a legal holiday or after 4:15 p.m. on any other day, in the office of the recipient, shall be deemed to have been delivered on the business day next following the date of actual receipt. Either Party may change its address for notices by written notice to the other of them in accordance with this Section.

ARTICLE VIII
TERM

          8.1     The term of this Agreement shall commence on the Effective Date, and shall terminate upon the earlier of: (i) December 31, 2008 should the IEW not be commenced by such date, or (ii) the date the IEW reaches the Objective Depth, or (iii) the expiration of the Operating Agreement, or (iv) by the mutual agreement of the Parties, whichever event occurs first. Upon termination of this Agreement any and all future operations to be conducted on the Lease(s) for the joint benefit of the Parties shall be conducted under the Operating Agreement.

ARTICLE IX
RENTALS

          9.1     LLOG shall make all rental payments on behalf of the Parties for the Contract Area during the term of this Agreement. LLOG shall use reasonable care to make proper and timely payment of all rentals accruing under the terms of the lease(s) in the Contract Area. Upon receipt by Ridgewood of proper evidence of any such payments and LLOG’s invoice for Ridgewood’s twenty-five percent (25%) interest share of such rental payments accruing from and after the Effective Date, Ridgewood shall reimburse LLOG for its twenty-five percent (25%) interest share of such rentals. In the event LLOG fails to make proper payment of any rental accruing under the terms of the Lease(s) where such payment is required to continue the Lease(s) in force, LLOG shall not be liable to Ridgewood for any resulting damages or any loss which results from such non-payment, unless such non-payment results from LLOG’s gross negligence or willful misconduct. After the execution and delivery of the assignments referenced in Article V, the applicable terms in the Operating Agreement shall control as to the payment of rentals.

6

ARTICLE X
MISCELLANEOUS PROVISIONS

          10.1    This Agreement together with the instruments referred to herein and the Exhibits attached hereto, embody the entire agreement between the Parties with regard to the subject matter hereof, and supersede all other prior agreements, arrangements, understandings, negotiations and discussions, whether oral or written between the Parties relating to the subject matter hereof and there are no warranties, representations or other agreements between the Parties in connection with the subject matter hereof except as specifically set forth in this Agreement or in subsequent documents delivered pursuant thereto. This Agreement may be supplemented, altered, amended, modified or revoked only in writing, signed by all Parties hereto.

          10.2    Except for the definition headings contained in Article 1, all of the captions, numbering sequences and paragraph headings used in this Agreement are inserted for convenience only and shall in no way define, limit or describe the scope or intent of this Agreement or any part thereof, nor shall they have any legal effect other than to aid in a reasonable interpretation of this Agreement.

          10.3    Each Party has had the benefit of independent representation with respect to the subject matter of this Agreement. This Agreement, though drawn by one Party, shall be considered for all purposes as prepared through the joint efforts of the Parties, and shall not be construed against one Party or the other as a result of the preparation, submittal or other events of negotiation, drafting or execution hereof.

          10.4    Each of the Exhibits attached to this Agreement are incorporated into this Agreement by reference as fully as if the text of each Exhibit were set forth within the body of this Agreement.

          10.5    In the event of any conflicts or inconsistencies between the provisions of this Agreement and any other agreement, including any agreement referenced herein to be executed by the Parties hereafter, the provisions of this Agreement shall control to the extent of such conflict.

          10.6    The Parties agree that prior to making any public announcement or statement with respect to the transactions or operations contemplated by this Agreement, the Party desiring to make such public announcement shall obtain the prior written approval of the other Party to the text of such announcement or statement, which approval shall not be unreasonably withheld; provided, however, that any Party shall have the right, for any reason, to deny approval in the event the announcement or statement specifically names or otherwise identifies said Party. Nothing contained in this Article 10.6 shall be construed to require any Party to obtain approval to disclose information to any State or Federal governmental authority or agency, to the extent required by applicable law or by any applicable rules, regulations or orders of any governmental authority or agency having jurisdiction, or as necessary to comply with any disclosure requirements of applicable securities laws or any applicable stock exchanges, or if otherwise permitted under the terms of the Operating Agreement.

7

          10.7    This Agreement may be executed by signing the original or a counterpart hereof. If this Agreement is executed in multiple counterparts, each counterpart shall be deemed an original and all of which when taken together shall constitute but one and the same Agreement with the same effect as if all Parties had signed the same instrument. This Agreement may also be ratified by separate instrument referring to this Agreement and adopting by reference all the provisions of this Agreement. A ratification shall have the same effect as an execution of the original Agreement.

          10.8    This Agreement is subject to the arbitration provisions of the Operating Agreement.

          10.9    If any provision of this Agreement is for any reason held to violate any applicable law, governmental rule or regulation, or if the provision is held to be unenforceable or unconscionable, then such provision shall be deemed null and void; but the invalidity of that specific provision shall not be held to invalidate the remaining provisions of this Agreement. All other provisions in the entirety of this Agreement (including all Exhibits) shall remain in full force and effect unless the removal of the invalid provision destroys the legitimate purposes of this Agreement, in which event this Agreement shall be canceled and terminated. In the event any provision of this Agreement is or shall become unenforceable because of changes in applicable laws, or interpretations thereof, or should this Agreement fail to include a provision that is required as a matter of law, the validity of the other provisions of this Agreement shall not be affected. If those circumstances should arise, the Parties shall negotiate in good faith the required modifications to this Agreement to place themselves in the same position (insofar as possible), as they would have been in but for the change in applicable laws or interpretations thereof. If they cannot agree, the matter shall be submitted to arbitration.

          10.10   This Agreement does not benefit or create any rights in any person or entity not a party to this Agreement. It is expressly agreed that the duties, obligations and liabilities of the Parties are several and not joint, and nothing contained herein shall be construed to create or impose a partnership duty, obligation or liability on any of the Parties. Further, each Party represents that upon execution of this Agreement it has secured all necessary management approvals or other corporate approvals necessary to make this Agreement a fully binding contract.

          10.11   Waiver: No waiver by either Party of any default by the other Party in the performance of any provision, condition or requirement herein shall be deemed to be a waiver of, or in any manner a release of the other Party from, performance of any other provision, condition or requirement herein, nor deemed to be a waiver of, or in any manner a release of the other Party from, future performance of the same provision, condition or requirement; nor shall any delay or omission of either Party to exercise any right hereunder in any manner impair the exercise of any such right or any like right accruing to it thereafter.

8

          10.13    Pre-Spud. LLOG will hold a pre-spud meeting for the benefit of the participating party(s) on or before April 10, 2008.

EXECUTED as of the dates shown below, but effective for all purposes as of the Effective Date.

LLOG Exploration Offshore, Inc.
By:
Name:	Michael Altobelli
Title:	Land Manager – GOM Deepwater
Date:

Ridgewood Energy Corporation
By
Name:	W. Greg Tabor
Title:	Executive Vice President
Date:

9

Exhibit “A-1”
Attached to and made a part of that certain Participation Agreement effective
March 1, 2008 by and between LLOG Exploration Offshore, Inc. and
Ridgewood Energy Corporation.
AFE FOR OCS-G 21785 #2

10

Exhibit “A-2”
Attached to and made a part of that certain Participation Agreement effective
March 1, 2008 by and between LLOG Exploration Offshore, Inc. and
Ridgewood Energy Corporation.
WELL SCHEMATIC FOR OCS-G 21785 #2

11

Exhibit “A-3”
Attached to and made a part of that certain Participation Agreement effective
March 1, 2008 by and between LLOG Exploration Offshore, Inc. and
Ridgewood Energy Corporation.
DIRECTIONAL SURVEY FOR OCS-G 21785 #2

12

Exhibit “A-4”
Attached to and made a part of that certain Participation Agreement effective
March 1, 2008 by and between LLOG Exploration Offshore, Inc. and
Ridgewood Energy Corporation.
PORE PRESSURE, FRACTURE PRESSURE FOR OCS-G 21785 #2

13

Exhibit “B”
Attached to and made a part of that certain Participation Agreement effective
March 1, 2008 by and between LLOG Exploration Offshore, Inc. and
Ridgewood Energy Corporation.

OPERATING AGREEMENT

14

Exhibit “C”
Attached to and made a part of that certain Participation Agreement effective
March 1, 2008 by and between LLOG Exploration Offshore, Inc. and
Ridgewood Energy Corporation.

GEOLOGIC AND DATA INFORMATION REQUIREMENTS OF RIDGEWOOD

WELL:	OCS-G-21785 No. 2
LOCATION:	Green Canyon Block 141
OPERATOR:	LLOG Exploration Offshore, Inc.
ADDRESS:	11700 Old Katy Road, Suite 295 Houston, Texas 77079

Ridgewood Energy Corporation (Ridgewood) requests the following data:

DAILY REPORTS
BY FAX OR
EMAIL:	Daily drilling reports by 8:00 AM to:
	FAX: 281-
	Mudlogs, LWD/MWD logs by 8:00 AM to ATTN: _____________ , FAX: 281-_______, (VOICE MAIL __________)
	Cement Bond Logs by email to:
BY MAIL:	All preliminary (field) and final logs, reports and other data and correspondence to the above address to the attention of ___________ or as appropriate.

ENGINEERING AND REGULATORY DATA
	COPIES
ITEM	FIELD	FINAL
Drilling Prognosis (complete drilling program)		2
Authority for Expenditure (AFE)		1
Location Plat and Elevation		1
Application for Permit to Drill, Approved Drilling Permit		1
Directional Wall Plot (if directional well)	2	N/A
Daily Drilling Report (Email or Fax Daily)	1
DST/Potential Test Reports, Reservoir Fluid Analyses	1	2
Directional Survey Report and Digital data (CD)	1	2
Completion/End of Well Reports		2
Other MMS/Government Reports and Correspondence		1

GEOLOGIC DATA
	COPIES
ITEM	FIELD	FINAL
Geological Prognosis		1
Mudlogs, Pressure Logs & Show Rpts (Fax or Email Daily)	1	4
Mudlogs, Pressure Logs – Film		1
LWD Logs (Fax or Email Daily)	1	4
Wireline Logs (Email or Fax: 281-847-6006)	1
Open Hole Logs (LWD & Wireline) – Prints	2	4
Open Hole Logs (LWD & Wireline) – Film		1
Open Hole Logs (LWD & Wireline) – CD (LAS/DLIS/PDS/EMF)		2
Core/Sidewall Core Analyses - CD	1	2
Geochemical Analyses of cuttings, gas, liquid samples	1	2
Paleontological Analyses	1	2
Velocity Survey/VSP Data	1	2
Mudlogging Final Report (incl. LAS digital data)		2

15

WELL CUTTINGS SAMPLES
TYPE	SETS
Wet Samples	1
Washed and Dried Samples	None
Canned Geochemical Samples	None

NOTIFICATION LIST
NAME/TITLE	OFFICE PHONE	Home Phone	EMAIL	CELL/PAGER
_________ (Geologist)	281-_______	281-
__________ (Res. Eng.)	281-________	281-304-8495
___________ (Drlg. Eng.)	281-________	281-
__________ (Ops. Eng.)	281-________	281-356-6687

          Please notify ___________ or one of the above contacts prior to any unscheduled coring or logging.

          Ridgewood requests the following on the subject well:

I. General Requirements

A.

In accordance with the Operating Agreement, Ridgewood, at its own risk and expense, through its representative, shall have complete and immediate access at all times to the well or wells and the records and information collected in relation thereto. Ridgewood may observe the conduct of operations, if desired. In this regard, Operator will provide Ridgewood transportation on a space-available basis to and from said well or wells on regularly scheduled trips at the sole risk of Ridgewood.

B.

Ridgewood shall be notified in sufficient time to allow a representative to be present for all logging, testing, and coring operations and shall be notified when a show of oil or gas deemed worthy of evaluation is detected during operations. Such notice shall be given to one of the parties listed on the notification list.

II. Drill Cuttings, Cores, and Fluid Samples

A.	Ridgewood requests a set of wet samples. Please have samples shipped to:
		______________________.
		______________________
		Houston, Texas ______
		Phone: __________ Fax: ___________
		Email:

16

B.	If requested, and pending availability, the Operator shall provide Ridgewood with a sample of fluids recovered from wireline or conventional well tests. An accompanying transmittal letter for each sample should contain the well name, fluid type, test number, depth interval, date and time of collection, and any other pertinent data.
C.	Ridgewood shall be furnished a copy of all analyses performed by third-party vender(s) on cuttings, whole core or sidewall core samples, and fluid samples. Upon request, and pending availability, the Operator shall provide Ridgewood with a split of all whole core, rotary sidewall cores, and percussion sidewall cores for additional testing or analyses.

III. Mudlogs, LWD/MWD Logs, Wireline Logs, Core Analyses, and Reports

A.	The 1” mud log, the 1” LWD/MWD log, and the mudlogger’s report should be faxed or emailed daily to Ridgewood as noted on page 1. On directional or deviated wells, both measured-depth (MD) and true-vertical-depth (TVD) logs are requested.
B.	Prior to any unscheduled wireline logging, Operator shall notify Ridgewood so that Ridgewood may elect to have a representative present on location.
C.	A graphical format of the wireline logs should be provided to Ridgewood as soon as possible after each log run. Email distribution of raster image files, faxing (LogNet-style), INSITE-ANYWHERE and Petrolink have been used successfully on past wells.
D.	Ridgewood should be provided with a final composite of the merged LAS files on wireline/LWD/MWD log digital data as soon as possible at the end of the well or after the final logging run. In addition, the digital data should be available as soon as possible after each intermediate log run.
E.	Ridgewood’s log and report requirements are listed on page 1.

IV. Cement Bond Logs

A.	Ridgewood requests a copy of any Cement Bond Log be mailed and emailed to the attention of:
			Mr. ____________
			Ridgewood Energy Corporation
			11700 Old Katy Road, Suite 280
			Houston, Texas 77079
		Email address:	____________________

17

Exhibit “D”
Attached to and made a part of that certain Participation Agreement effective
March 1, 2008 by and between LLOG Exploration Offshore, Inc. and
Ridgewood Energy Corporation.

***Block #***]
OCS-G _____

(FORM OF)

ASSIGNMENT OF RECORD TITLE INTEREST

UNITED STATES OF AMERICA	§
OUTER CONTINENTAL SHELF	§
OFFSHORE LOUISIANA	§

          For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and in consideration of the covenants and agreements of Assignee herein contained, and subject to the terms and conditions hereinafter set forth, LLOG Exploration Offshore, Inc., a Louisiana corporation, whose address is 433 Metairie Road, Suite 600, Metairie, Louisiana 70005 (“Assignor”), hereby sells, transfers, assigns, conveys and delivers unto and Ridgewood Energy Corporation., whose address is 11700 Old Katy Road, Suite 280, Suite 280, Houston, Texas 77079 (“Assignee”), effective as of                                    , at 7:00 a.m., local time where the Lease is located the “Effective Time”),                          percent of eight-eighths (       % of 8/8ths) record title interest in and to the following oil and gas lease (the “Assigned Interest” ):

Serial Number OCS-G ___________________: Oil and Gas Lease of Submerged Lands under the Outer Continental Shelf Lands Act dated effective _________________, issued by the United States of America, as lessor, to _____________, as lessee, covering all of Block ____________, Mississippi Canyon, OCS Official Protraction Diagram, NG 15-2, containing approximately 5,760.00 acres, more or less (the “Lease”)

TO HAVE AND TO HOLD the Assigned Interest unto Assignee, its successors and assigns forever.

          This Assignment of Record Title Interest is made free and clear of all burdens and encumbrances on the Lease, except for the lessor’s royalty and those existing burdens and encumbrances set forth in Exhibit “A” attached hereto in existence as of the Effective Time and is delivered and accepted without any warranty of title, express or implied, except as to persons lawfully claiming by, through or under Assignor, but not otherwise, or other representations or warranties. Assignee shall have the rights of full substitution and subrogation in and to any and all rights and actions of warranty which the Assignor has or may have against all preceding owners of the Assigned Interest.

          Assignee hereby accepts this Assignment of Record Title Interest subject thereto and hereby assumes and agrees to fully discharge, comply with and perform its share of all duties, liabilities, obligations, both express and implied, imposed on the lessee of the Lease and to comply with all applicable state, federal and local laws and the rules and regulations of all state and federal regulatory and administrative bodies having jurisdiction over the Lease premises or operations for and the production of oil and gas therefrom.

          This Assignment of Record Title Interest is subject to that certain Participation Agreement dated effective March 1, 2008 by and between Assignor and Assignee and that certain Operating Agreement dated effective July _, 2007 by and between Assignor and Assignee.

18

          This Assignment of Record Title Interest is subject to the approval of the Minerals Management Service of the United States Department of the Interior and/or any other governmental department or agency having jurisdiction, which approval(s) Assignee shall earnestly seek to secure by promptly filing this Assignment of Record Title Interest with the appropriate offices of same.

          The provisions hereof shall bind and inure to the benefit of Assignee and Assignor and their respective affiliates, heirs, devisees, legal representatives, successors and assigns.

          EXECUTED this _______ day of _____ 2008, but effective as of the above-stated Effective Time.

WITNESSES:	ASSIGNOR:
	LLOG Exploration Offshore, Inc.
	By:
	Name:
	Title:
WITNESSESS:	ASSIGNEE:
	Ridgewood Energy Corporation
	By:
	Name:
	Title:

19

STATE OF LOUISIANA	§
COUNTY OF __________	§

On this ___ day of _____ 2008, before me appeared Kemberlia Ducote to me personally known, who, being by me duly sworn, did say that she is the Secretary of LLOG Exploration Offshore, Inc., a Louisiana corporation, and that the said instrument was signed on behalf of said corporation by authority of its Board of Directors and appearer herein acknowledged said instrument to be the free act and deed of said corporation.

          GIVEN under my hand and seal of office the day and year last above written.

	NOTARY PUBLIC in and for the aforesaid
	County and State
State Notarial No.
My Commission expires

STATE OF TEXAS	§
COUNTY OF HARRIS	§

On this ___ day of _____ 2008, before me appeared ___________ to me personally known, who, being by me duly sworn, did say that he is the ________ of Ridgewood Energy Corporation, a _____________ corporation, and that the said instrument was signed on behalf of said corporation by authority of its Board of Directors and appearer herein acknowledged said instrument to be the free act and deed of said corporation.

          GIVEN under my hand and seal of office the day and year last above written.

	NOTARY PUBLIC in and for the aforesaid
	County and State
State Notarial No.
My Commission expires

20

Exhibit “E”
Attached to and made a part of that certain Participation Agreement effective
March 1, 2008 by and between LLOG Exploration Offshore, Inc. and
Ridgewood Energy Corporation.

EXISTING BURDENS ON THE CONTRACT AREA

OCS-G 21785, Green Canyon Block 141

	WI	NRI
LLOG EXPLORATION	1.00000000	0.79125000
MMS ROYALTY		0.12500000
WESTPORT GENERATORS		0.00200000
KERR-MCGEE ORRI		0.00112500
WESTPORT DATA VENDOR
BLUE STREAK EXPLORATION		0.02000000
	1.00000000	1.00000000

21

EX-10.4

Exhibit 10.4

PARTICIPATION AGREEMENT

          This Participation Agreement is made and entered into this 19th day of May 2008, but effective January 1 2008, by and between W & T Offshore, Inc., hereinafter referred to as (“W&T”) and Ridgewood Energy Corporation, hereinafter referred to as (“REC”), and collectively referred to herein as the Parties (“Agreement”).

WITNESSETH:

          WHEREAS, W&T is the owner of certain record title interests in and to certain Federal Oil and Gas Leases as fully described on Exhibit “A”, attached hereto and the lands covered thereby, hereinafter referred to as the “Leases”, and W&T is the owner and holder of certain leasehold interests in federal leases currently effective as to Main Pass Block 283 (OCS-G 13662), W/2W/2W/2 of Viosca Knoll Block 734 (OCS-G 13672) and Main Pass Block 279 (OCS-G 26168); and

          WHEREAS, W&T and REC have executed that certain Offer to Participate dated May 8, 2008 by which REC may acquire a twenty-five percent of eight-eighths (25% of 8/8ths) working interest in and to the Main Pass 283 and Viosca Knoll 734 leases and a fifteen percent of eight-eighths (15% of 8/8ths) working interest in the Main Pass 279 lease.

          NOW AND THEREFORE, for and in consideration of the mutual promises hereinafter contained, W&T and REC agree as follows:

ARTICLE I

A.	W&T represents that it is the owner of 100% of the Record Title Interest in Main Pass Block 283 (OCS-G 13662), 100% of the Record Title Interest in the W/2W/2W/2 of Viosca Knoll Block 734 (OCS-G 13672) and 90% of the Record Title Interest in Main Pass Block 279 (OCS-G 26168), and that W&T has full power and authority to assign an interest to REC as to the rights and obligations under the Leases.
B.	W&T represents by, through and under its own acts that W&T’s interest in the Leases is free and clear of all liens and encumbrances, less and except Lessor’s royalty, and the overriding royalty interest retained herein.
C.	By its execution of this Participation Agreement, REC and W&T agrees to execute (1) an operating agreement providing for joint operations as to Main Pass Block 283 and the W/2W/2W/2 of Viosca Knoll Block 734 in substantially the same form as that attached hereto as Exhibit “B” (“the MP 283/VK 734 OA”), (2) an amendment and ratification of that certain Operating Agreement dated June 1, 2005 by and between W&T and Magnum Hunter Production, Inc. covering Main Pass Block 279 attached hereto as Exhibit “C” (“the MP 279 OA”), (3) a production handling agreement as to production processed at the Main Pass Block 283 “A” Platform (“Platform”) from the Leases, in substantially the same form as that attached hereto as Exhibit “D” (“the PHA”). In the event, any of the agreements are not finally executed on or before May 23, 2008 by W&T and REC, the attached exhibits will be deemed to be in force and effect as to all matters provided for therein.

1

ARTICLE II

A. By execution of this Participation Agreement, REC acknowledges its obligation to participate in the three (3) wells described in Exhibit “E” (the “Wells”) and the rig mobilization/demobilization to the Main Pass “A” Platform (the “Platform”). Concurrently with execution hereof, REC will execute and return to W&T each Authority for Expenditure (“AFE”) attached hereto as Exhibits “E-1, E-2, E-3 and E-4”, each AFE describing the drilling and evaluation of three (3) Test Wells and the cost associated the mobilization and demobilization of the H&P Rig No. 206 to the Platform as listed below:

AFE #D07021: Main Pass 283 – OCS-G 13662 Well A-1 ST-2

AFE #D07019: Main Pass 279 - OCS-G 26168 Well A-6 ST-1

AFE #D07020: Main Pass 279 - OCS-G 26168 Well A-5 ST-1

AFE #D07018: Rig Mobilization/Demobilization

B.	As consideration for the right to acquire interest in the Leases, being (1) a twenty-five percent of eight-eighths (25% of 8/8ths) working interest in and to Main Pass 283 and the W/2W/2W/2 of Viosca Knoll 734 and (2) a fifteen-percent of eight-eighths (15% of 8/8ths) working interest in Main Pass 279, REC agrees to pay thirty-three and one-third percent of eight-eighths (33 1/3% of 8/8ths) of all of the costs, risk and expenses in the drilling and evaluation of the MP 283 A-1 ST2 Well as set out in AFE #D07021, and twenty percent of eight-eighths (20% of 8/8ths) of all of the costs, risk and expenses in the drilling and evaluation of the MP 279 A-6 Well as set out in AFE #D07019 (the “Promoted Wells”).
C.	W&T has contracted for the H&P 206 platform rig for the drilling of the Wells, and subject to any elections under applicable operating agreement, agrees that upon success will complete and hook-up the Wells in a successive “back-to-back” order. For the use of any existing wellbore or slot on the Main Pass “A” Platform for operations conducted under this Agreement or for future joint operations conducted on the Leases, a $250,000 per well slot fee will be borne by the well participants in proportion to their working interests; such fee to be billed by separate invoice.
D.	Within five (5) business days from the execution of this Participation Agreement, REC agrees to remit to W&T by wire transfer the amount of $$2,106,480.00 representing an advance payment of REC’s Promoted Interest share under the MP 283 A-1 ST2 Well AFE. Such payment should be wired to:

	Account Name:	W & T Offshore, Inc.
	Street Address:	Nine Greenway Plaza, Suite 300
		Houston, TX 77046
	Recipient Bank:	Amegy Bank
		ABA Routing # 113-011-258
		Account # 51581996
	W & T’s Tax I.D. Number is 72-1121985.
If such payment is not received timely, W&T shall have the option in its sole discretion to terminate this Participation Agreement.

E. At such time that a Promoted Well reaches Casing Point (defined for purposes herein as such time as Promoted Well has been drilled to its Objective Depth and evaluated) or, if prior to reaching Casing Point, the cumulative costs associated with the drilling of the Promoted Well has exceeded 115% of the AFE drill and evaluation cost (the “Promote Cap”), REC’s disproportionate cost sharing will cease and as to all further costs associated with that Test Well, REC’s working interest share of costs will thereafter be 25.00% WI for the MP 283 A-1 ST2 or 15% WI for the MP 279 A-6. For clarification purposes, REC’s disproportionate cost spending is applicable to the Promoted Wells only in accordance with Article II.B above; all other operations including the Main Pass 279 A-5 ST-1, and the mobilization or demobilization of the H&P 206 platform rig will be borne on a non-promoted basis.

2

F.

Within ten (10) business days after the Main Pass 283 Well A-1 ST-2 has reached Casing Point and REC has completed the earning requirements (Promoted Well participation to Casing Point and made written request for an assignment of the earned interest), W&T shall deliver an assignment in favor of REC of operating rights equal to twenty-five percent of eight-eighths (25% of 8/8ths) in and to the Main Pass Block 283 lease (OCS-G 13662) and an assignment of operating rights equal to twenty-five percent of eight-eighths (25% of 8/8ths) in and to the W/2W/2W/2 of Viosca Knoll Block 734 lease (OSC-G 13672). Within ten (10) business days after the Main Pass 279 Well A-6 ST-1 has reached Casing Point and REC has completed the earning requirements (Promoted Well participation to Casing Point, reimbursement of sunk costs attributable to 15% of the Main Pass 279 lease, and made written request for an assignment of the earned interest) W&T shall deliver an assignment in favor of REC of record title interest equal to fifteen-percent of eight-eighths (15% of 8/8ths) in the Main Pass Block 279 lease (OSC-G 26168). It is understood however that any rights assigned hereunder shall specifically except any existing wellbores (unless utilized for REC and W&T joint operations), the Platform and existing pipelines, existing production, proven behind pipe reserves, and/or reservoirs which are in pressure communication with W&T’s existing production. Such assignment shall be in a form acceptable to the Parties and to the MMS and shall be made without warranty other than by, through and under W&T but with full substitution and subrogation in and to all covenants and warranties of W&T’s predecessors in title, and shall be made subject to the terms of (i) this Participation Agreement, (ii) the MP 279 OA, (iii) the MP 283/VK 734 OA, and (iv) the PHA (which shall provide, among other terms, for fees of $.017 per MCF for handling and processing of gas, $1.00 per barrel of oil and water, and $0.07 per MCF per stage for compression, and the allocation of platform operating expenses among the wells served by the host processing facility), and (v) the retention of an overriding royalty by W&T equal to the difference between existing lease burdens and eighty percent (80%).

G.

It is understood and agreed that the assignments to be conveyed to REC shall deliver a net revenue interest equal to eighty percent (80%) proportionately reduced as to REC’s interest as set out below of the production recovered from operations conducted under the terms of this Participation Agreement.

i.	MP 283	25% x 80% = 20% NRI
ii.	VK 734 (portion)	25% x 80% = 20% NRI
iii.	MP 279	15% x 80% = 12% NRI

Article III

A.	EXCEPT WITH RESPECT TO THE SPECIAL WARRANTY OF TITLE AS SET FORTH IN ARTICLE II (E), W&T HAS NOT MADE, AND W&T HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, BY COMMON LAW, BY STATUTE, OR OTHERWISE RELATING TO (i) THE TITLE OR CONDITION OF THE LEASES AND CONTRACTS DESCRIBED HEREIN, AND (ii) ANY INFORMATION (WHETHER WRITTEN OR ORAL) FURNISHED TO REC BY OR ON BEHALF OF W&T (INCLUDING WITHOUT LIMITATION, IN RESPECT OF GEOLOGICAL, GEOPHYSICAL AND SEISMIC DATA, THE EXISTANCE OR EXTENT OF OIL, GAS OR OTHER MINERAL RESERVES, ANY PRODUCT PRICING ASSUMPTIONS, REC irrevocably waives any and all claims it may have against W&T associated with same. This provision does not apply to any specific representations or warranties set forth herein.
B.	Except as otherwise expressly provided herein, the provisions of this Participation Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the Parties hereto.
C.	Failure by W&T or REC to enforce any of the provisions of this Participation Agreement shall not effect a waiver of any violation thereof nor preclude enforcement of that or any other provisions hereof at that or any other time.

3

D.

This Participation Agreement, including all Exhibits attached hereto, constitutes the full and entire understanding and agreement between the Parties relating to the matters herein, and except as otherwise provided herein, supersedes any previous agreements or understandings, written or oral, in effect between the Parties relating hereto. In the event of any conflict between the Parties regarding the terms and conditions of (i) this Participation Agreement, (ii) the MP 279 OA, (iii) the MP 283/VK 734 OA, and (iv) the PHA, the terms and conditions of this Participation Agreement shall prevail and control. The Parties agree to execute any such ancillary documents as may be necessary to effect the purposes of this agreement, or as may be required by the MMS.

E.

For the purposes of notices pursuant to this Agreement:

REC Energy Corporation		W & T Offshore, Inc.
11700 Katy Freeway Suite 280		Nine Greenway Plaza, Suite 300
Houston, Texas 77079		Houston, Texas 77046
Attention:	W. Greg Tabor	Attention:	Jeanette Wilkins
Phone:	281.293.8488	Phone:	713.624.7307
Fax:	281.293.7391	Fax:	713.624.7378
E-mail:	gtabor@ridgewoodenergy.com	E-mail:	jwilkins@wtoffshore.com

	For the delivery of data recovered from operations conducted hereunder, REC’s Well Information Requirements are attached hereto as Exhibit “F” and made a part hereof.
F.	This Participation Agreement shall not be modified or amended except by mutual agreement of the Parties in writing, and no action or failure to act on the part of either Party hereto shall be construed as a modification or amendment to, or a waiver of, any of the provisions of this Participation Agreement.
G.	This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to its conflicts of law provisions. Venue for any claim or causes of action brought under this Participation Agreement shall be in Harris County, Texas.
H.	This Agreement and its Exhibits attached hereto shall represent the full and final agreement between the Parties and shall supersede any prior agreement, whether written or oral, regarding the business transaction that is the subject hereof.
I.	This Participation Agreement is not intended to and shall not be construed to create any mining partnership, commercial partnership, any other partnership or an association for profit between or among the Parties.
J.	All notices, requests, demands, and other communications provided for or permitted hereunder shall be in writing (including telex and telecopy communications) and shall be sent by mail, telex, telecopier or hand delivered as provided for in Article III.E. Said notices, requests, demands and communications shall be effective upon delivery.

4

IN WITNESS WHEREOF, THIS PARTICIPATION AGREEMENT IS MADE EFFECTIVE AS OF THE EFFECTIVE DATE ABOVE WRITTEN.

Witness:	W & T OFFSHORE, INC.
	By:
		Jamie L. Vazquez
		Vice-President
	RIDGEWOOD ENERGY CORPORATION
	By:
	Name:	W. Greg Tabor
	Its:	Executive Vice President

5

EXHIBIT “A”

Attached to and made part of that certain Participation Agreement dated the 19^th date of May 2008, but effective January 1, 2008, by and between W & T Offshore, Inc., and Ridgewood Energy Corporation.

IDENTIFICATION OF LANDS SUBJECT TO AGREEMENT

I.     All of Block 279 Main Pass Area

That certain Oil and Gas Lease of Submerged Lands under the Outer Continental

Shelf Lands Act OCS-G 26168 dated effective as of July 1, 2004, between the United States of America, as Lessor, and W & T Offshore, Inc. as Lessee, covering all of Block 279 Main Pass Area, South and East Addition, OCS Leasing Map, Louisiana Map No. 10A, containing approximately 4994.55 acres, more or less.

II.     All of Block 283 Main Pass Area

That certain Oil and Gas Lease of Submerged Lands under the Outer Continental

Shelf Lands Act OCS-G 13662 dated effective as of September 1, 1992, between the United States of America, as Lessor, and W & T Offshore, Inc. as Lessee, covering all of Block 283 Main Pass Area, South and East Addition, OCS Leasing Map, Louisiana Map No. 10A, containing approximately 4560.81 acres, more or less.

III.	All of Block 734 Viosca Knoll Area
	That certain Oil and Gas Lease of Submerged Lands under the Outer Continental
	Shelf Lands Act OCS-G 13672 dated effective as of August 1, 1992, between the United States of America, as Lessor, and W & T Offshore, Inc. as Lessee, covering all of Block 734 Viosca Knoll Area, OCS Official Protraction Diagram, NH 16-7, containing approximately 4195.78 acres, more or less.

6

EXHIBIT “E”

Attached to and made part of that certain Participation Agreement dated the 19th day of May 2008, but effective January 1, 2008, by and between W & T Offshore, Inc., and Ridgewood Energy Corporation.

WELLS

1.	Main Pass 283 – OCS-G 13662 Well A-1 ST-2
2.	Main Pass 279 – OCS-G 26168 Well A-6 ST-1
3.	Main Pass 279 – OCS-G 26168 Well A-5 ST-1

7