SecProbe.io

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

         DIVISION OF
CORPORATION FINANCE

							June 2, 2005

Daniel V. Gulino
Senior Vice President & General Counsel
Ridgewood Energy
947 Linwood Avenue
Ridgewood, N.J. 07450

      Re:	Ridgewood Energy K Fund, LLC
      Ridgewood Energy L Fund, LLC
      Ridgewood Energy M Fund, LLC
	Registration Statements on Forms 10
      Filed April 29, 2005
	File Nos. 0-51266, 0-51267, 0-51268, respectively

Dear Mr. Gulino:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. Where comments on a section that appears in one registration
statement also could apply to disclosure that appears elsewhere in
the document or in any of the other registration statements,
please
make parallel changes to all affected disclosure.  This will
eliminate the need for us to repeat similar comments.
2. The Ridgewood Energy K, L and M Funds are not currently subject
to
the reporting requirements of Exchange Act Sections 13(a) or
15(d).
Therefore, the safe harbor the Private Securities Litigation
Reform
Act of 1995 provides does not apply.  If you retain this section,
please revise it to eliminate (1) references to the Private
Securities Litigation Reform Act of 1995 and (2) any suggestion
that
the statements to which you refer are "forward looking statements"
within the meaning of federal securities law.  We refer you to
Exchange Act Section 21E in general and Section 21E (a) (1) in
particular.
3. Please avoid the over usage of capitalized terms if you are
using
such terms for their common meanings.  For example, you capitalize
"Shares," "Block," "Working Interest," "Lessee," etc.  Further, if
using capitalized terms as defined terms, ensure that you define
such
terms when first used.  Define for example, but not limited to,
"Projects," "Participating Parties," "Ridgewood Energy Programs,"
"Royalty Relief Rule," etc.
4. We acknowledge receipt of your letter dated May 10, 2005.   We
note that you have not filed this letter as correspondence on
EDGAR.
Please ensure that you file the May 10, 2005 letter and, unless
the
subject of a Rule 83 or confidential treatment request, all other
future written communications, as correspondence on EDGAR.  In
addition, please ensure correction of the typographical error
relating to the contact information on the registration statements
in
your next amendment.
5. With regard to that letter, tell us the following:
* how many investors have previously in a Ridgewood fund
(excluding
repeat investors);
* how you contact investors regarding investing in a particular.
Given that, for example, the K Fund has 805 investors, tell us how
many potential investors were contacted and how you were able to
do
so without conducting a general solicitation; and
* why the creation of these funds resulted in a requirement to
file
under Section 12(g) of the Exchange Act when prior funds (prior to
K)
apparently did not have to do so.

6. Provide us with a copy of the Regulation D materials used in
the
conduct of these offerings.
7. Please provide us with an organizational chart depicting the
Ridgewood Energy Corporation companies and affiliated companies
with
respective share ownership delineated.

Business, page 1

8. Expand this section to provide more information about Ridgewood
Energy Corporation (REC), its operations and its dealings with the
Fund.  As part of this disclosure:
* Describe the business of REC.
* Indicate how, when and from whom the Fund acquired the working
interests.  If the Funds interest differs from other related
parties
that have working interests in those properties, describe those
differences and why they exist.  If the Fund acquired the working
interests from affiliated parties, identify those parties and
explain
how you arrived at those terms.
* The nature of services provided by REC.

9. Provide a breakdown of the $11.2 million that were paid in
offering fees, commissions and investment fees, including to whom
those were paid.
10. Consistent with the requirements of Item 101(a) (2) of
Regulation
S-K, please supplement the disclosure in this section to address
your
specific plan of operations for the remainder of the fiscal year.
Avoid the use of non-specific disclosure and tailor the discussion
in
each fund`s prospectus to the specific activities and plans of
that
fund.  For example, rather than state that the manager `intends to
invest or has invested in one or more of [certain] types of
Projects," revise to indicate for each fund, what projects the
manager has already approved and specific plans that the manager
has
for such projects through the end of the fiscal year for the fund.
11. Provide the information required by Item 101(c) (v) and (vii)
of
Regulation S-K  regarding the seasonality of your business
operations
and dependence on customers.
12. Provide the disclosure required by Item 101(e) and 101 (f) of
Regulation S-K.
13. You state on page 3 that the "Fund[s`] activities may result
in
tax benefits..."  Revise to specify the types of activities that
would result in such benefits and explain if there currently are
any
specific activities being undertaken by the funds that would
result
in tax benefits.  Further, explain whether the fund, the investor,
or
both, would be eligible to receive tax benefits from the
identified
activities.

Competition, page 6
14. You state that a fund "may be somewhat insulated from most
aspects of [sic] competition because it takes a passive role in
the
Project..."   Despite the fact that the funds do not themselves
obtain lease blocks, the funds` manager`s ability to obtain such
blocks and the funds` ability to obtain working interests with
respect to such blocks is impacted by competition.  Please clarify
this statement.  Further, disclosure that states that the funds
are
insulated "somewhat" from competition is inconsistent with
disclosure
in the same section that notes the companies with more resources
than
those of the respective fund, are competitors.  Please revise or
advise.

Working Interest in Natural Gas Leases, page 3
15. Tailor the discussion in this section to reference specific
projects and operations of each fund.  For example, an explanation
of
a "non-consent interest" would be clearer if the disclosure
referenced fund projects involving non-consent interests. If there
are no such projects, then plainly state this fact and indicate,
if
appropriate, any specific plans to obtain such rights.
16. Please clarify the statement that "Non-Consent Interests may
revert back to the original Working Interest owner when the
Participating Parties have received a penalty amount from the
production attributable to the Non-Consent Interest."  The
disclosure
fails to explain the risks associated with reversion of such
interest
and does not adequately explain when such reversions of interest
would occur.  Further, as noted above, if material to your current
or
planned operations, please revise the disclosure.  Otherwise, if
this
is not applicable to your operations, remove such language.

MMS Deep Gas Royalty Incentive, page 4
Improved Seismic Data Reduces Risk For Deeper Drilling, page 4
Natural Gas Pipeline and Gathering Infrastructure, page 4

17. The relevance of the disclosure in these sections would be
made
more apparent if you revised the disclosure to address its impact
to
the specific operations or plan of operations with respect to
specific projects, of each fund.   Please revise the disclosure
accordingly.

18. We note the risk factor disclosure regarding the exclusivity
of
the manager`s decisions regarding the selection of future projects
of
each fund.  Given that investors are not allowed an opportunity to
participate in the selection of projects, your disclosure should
be
supplemented to include, without the use of overly-technical
jargon
and in sufficient detail, a summary of the parameters used in
assessing future projects.
19. You state that "the Manager cannot guarantee that the Fund[s`]
activities will not include investments in pipelines that could be
considered as an interstate pipeline and thus subject to FERC
regulation."  Has any Ridgewood Energy fund invested in pipelines
in
the past?  Inform us of any current plans Ridgewood Energy
Corporation, as manager of the funds, has with respect to such
investments.  Further, delineate the risk associated with
regulation
by the Federal Energy Regulatory Commission in a separate risk
factor
in the Risk Factor discussion.  We may have further comments.

Risk Factors, page 7

20. Your risk factor discussion is very generic and could apply to
any company operating in the oil and gas exploration sector.
Further, although the funds face similar risks, the risk factor
discussion should be tailored to address the unique risks faced by
a
particular fund.  For example, in discussing risks associated with
drilling activities, in the Ridgewood Energy K Fund LLC
disclosure,
you should disclose the fact that four of the seven properties the
fund has working interests in, have resulted in dry-holes and have
been plugged (i.e. the West Cameron 103, Matagorda Island 619,
Galveston 246 and High Island 53 properties).  Please revise the
risk
factor discussions in each fund accordingly.
21. The headings of your risk factors do not delineate the risks
discussed.  Also, the headings are not easily discernible from the
majority of the text.  Revise so that the headings are in bold
print
or otherwise stand out and adequately specify the risk involved.
For
example but not limited to the following headings, "Reliance on
third
parties," "Joint activities of others," "Manager will receive
compensation," and "Disparity of Contributions."  Please revise
accordingly.

22. Include a risk factor that addresses the limited operation
history of each fund.

23. Advise us of whether you intend to or currently conduct
operations in the deep shelf of the Gulf of Mexico versus only the
continental shelf.  If yes, identify the percentage of operations
in
the deep versus continental shelf.   We may have further comments.

"Compensation of Manger and affiliates is not linked to
profitability...," page 11

24. If material, identify the "affiliates" and the potential
compensation they may be awarded.  Further,  rather than stating
the
fees and expenses "may be substantial", clarify the nature of the
risk by specifying the percentage of fees and compensation that
could
be awarded to the Manager or provide a hypothetical example to
more
clearly delineate the risk to shareholders` investments in the
funds.

Modification of Delaware law, page 11

25. Provide more detail as to the type of information to which you
can limit access and whether you intend to avail yourself of those
provisions of Delaware law.

"Limited liability of Shareholders...," page 12

26. We note the disclosure in the last sentence of the risk
factor.
Explain to us why this would be a material risk, particularly in
light of the disclosure in the registration statement that
management
of the funds falls exclusively within the domain of Ridgewood
Energy
Corporation as manager.

Conflicts of Interest, page 12

27. While the Manager has a fiduciary duty to Prior Programs, it
would appear that it also has such duty to the Fund.   Indicate
whether the Manager has any procedures in place to address
possible
conflicts of interest.  If so, describe.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 15
28. Please clearly identify the heading of this section by placing
the heading in bold font or some form of highlighting.
29. Supplement the discussion in this section to address the
disclosure requirements with respect to your operations from
inception through the most recent fiscal quarter.  Please see
Release
No. 33-8350 for further guidance.

Results of Operations, page, page 16
Liquidity and Capital Resources, page 16
30. Please clarify the following statement: "[s]hareholders should
be
aware that the Fund is organized to return net cash flow rather
than
accounting income to Shareholders."
31. Substantially revise the discussion in this section to address
the disclosure requirements specified in Item 303 of Regulation S-
K.
For example, tailor the discussion for each fund`s projects and
discuss any known commitments or events or uncertainties that are
reasonably likely to impact the liquidity of the fund.  Also,
consistent with the requirements of Item 303(a) (5), present the
contractual obligations in a tabular format.   See Items 303 of
Regulation S-K.
32. We note the disclosure in the last paragraph of this section.
Please provide a heading, entitled "Fees and Expenses of the
Fund".
The disclosure should also make reference to the 4.5% of the base
amount of a capital contribution investment fee charged by the
manager as noted in Article 9.1 of the Operating Agreement for
each
fund.

Properties, page 17

33. Please update the disclosure in this section to reflect
exploration activities conducted through the date of filing of the
amendment to the registration statement.

Directors and Officers
34. Consistent with the requirements of Item 401 of Regulation S-
K,
please provide a complete biographical sketch for each named
individual for the past five years. For example, revise the
biographical sketches to reference a date versus stating a
director
or officer has been employed "since inception" of a particular
company.  We notice gaps or ambiguities with regard to time in the
sketches for all directors and officers.  Please disclose a month
and
date for each timeline for each position within the five-year
period.

Financial Statements
35. We note that your financial statements were audited in
accordance
with auditing standards generally accepted in the United States.
Note that an audit in accordance with Public Company Accounting
Oversight Board (United States) (PCAOB) standards became a
requirement, effective May 24, 2004.  As a result, your financial
statements are unaudited and do not meet the requirements of Form
10.
No further review will be made of your financial statements until
an
amendment is filed containing all of the financial statements
required by Form 10 that are audited in accordance with PCAOB
(U.S.)
standards.  Please call us prior to amending your filing to
discuss
this comment in additional detail.
36. We note that your auditor, Perelson Weiner LLP, does not
appear
to be registered with the PCAOB.  Section 102 of the Sarbanes-
Oxley
Act of 2002 requires that a non-U.S. public accounting firm be
registered with the PCAOB to issue an audit report with respect to
any issuer beginning after July 18, 2004.  This provision applies
to
any issuer whose securities are registered under Section 12 of the
Securities Exchange Act of 1934 that is required to file reports
under Section 15(d) of that Act, or that files or has filed a
registration statement that has not yet become effective under the
Securities Act of 1933 and has not been withdrawn.  Since your
current au