<DOCUMENT>
<TYPE>13F-NT
<SEQUENCE>1
<FILENAME>form13f-nt_1335122.txt
<DESCRIPTION>FORM 13F-NT
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 13F

                               FORM 13F COVER PAGE


Report for the Calendar Year or Quarter Ended:            December 31, 2008
                                                          ----------------------

Check here if Amendment |_|; Amendment Number: ____________
         This Amendment (Check only one.):    |_| is a restatement.
                                              |_| adds new holdings entries.

Institutional Investment Manager Filing this Report:


Name:          Ridgeback Capital Management LLC
               -----------------------------------------------------
Address:       430 Park Avenue, 12th Floor
               -----------------------------------------------------
               New York, New York 10022
               -----------------------------------------------------

Form 13F File Number:  28-12280
                       --------

The institutional  investment  manager filing this report and the person by whom
it is signed hereby  represent  that the person signing the report is authorized
to  submit  it,  that all  information  contained  herein is true,  correct  and
complete,  and  that it is  understood  that  all  required  items,  statements,
schedules, lists, and tables, are considered integral parts of this form.

Person Signing this Report on Behalf of Reporting Manager:

Name:        Bud Holman
             -------------------------------------------------------
Title:       Attorney-in-Fact for Wayne Holman, Managing Member
             -------------------------------------------------------
Phone:       (212) 808-7729
             -------------------------------------------------------

Signature, Place, and Date of Signing:

 /s/ Bud Holman                  New York, New York          February 13, 2009
-------------------------  ------------------------------  ---------------------
        [Signature]                [City, State]                  [Date]

Pursuant to an investment management agreement, Ridgeback Capital Management LLC
maintains  investment  and voting power with respect to the  securities  held or
controlled by Ridgeback  Capital  Investments Ltd., which is the general partner
of Ridgeback  Capital  Investments  L.P.,  which  directly  owns the  securities
reported  herein.  Wayne  Holman,  an  individual,  controls  Ridgeback  Capital
Management LLC. Ridgeback Capital Management LLC, Ridgeback Capital  Investments
Ltd. and Wayne Holman do not own any securities reported herein directly.


Report Type (Check only one.):

|_|  13F HOLDINGS REPORT.  (Check here if all holdings of this reporting manager
     are reported in this report.)

|X|  13F NOTICE.  (Check here if no holdings  reported are in this  report,  and
     all holdings are reported by other reporting manager(s).)

|_|  13F COMBINATION REPORT. (Check here if a portion of the  holdings for  this
     reporting  manager are reported in this report and a  portion are  reported
     by other reporting manager(s).)



<PAGE>


List of Other Managers Reporting for this Manager:

            Form 13F File Number           Name

                28-12856                   Ridgeback Capital Investments L.P.
                   -------------------    --------------------------------------

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</DOCUMENT>