10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2008

or

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

For the transition period from ________ to _______

Commission file number:  0-25935

THE RIDGEWOOD POWER GROWTH FUND

(Exact Name of Registrant as Specified in Its Charter)

Delaware	22-3495594
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification Number)

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

(302) 888-7444

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x   No o

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

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

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

As of September 30, 2008, there were 658.2067 Investor Shares outstanding.

FORM 10-Q

TABLE OF CONTENTS

PART I.	FINANCIAL INFORMATION	Page
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	10
Item 4.	Controls and Procedures	10
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	10
Item 1A.	Risk Factors	10
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	10
Item 3.	Defaults Upon Senior Securities	10
Item 4.	Submission of Matters to a Vote of Security Holders	11
Item 5.	Other Information	11
Item 6.	Exhibits	11
SIGNATURES		12

PART I.   FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

THE RIDGEWOOD POWER GROWTH FUND
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
	September 30,			December 31,
	2008			2007
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	2,283		$	4,271
Accounts receivable, net of allowance		1,651			1,332
Notes receivable - current portion		135			234
Due from affiliates		191			395
Inventory		1,594			969
Prepaid expenses and other current assets		746			676
Total current assets		6,600			7,877
Notes receivable - noncurrent portion		1,102			1,203
Investments		277			277
Property, plant and equipment, net		22,514			18,837
Intangibles, net		2,566			3,449
Goodwill		227			227
Other assets		-			249
Total assets	$	33,286		$	32,119
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	1,896		$	695
Accrued expenses		74			195
Long-term debt - current portion		1,764			387
Due to affiliates		1,249			700
Total current liabilities		4,983			1,977
Long-term debt - noncurrent portion		1,809			1,449
Other liabilities		1,920			1,824
Deferred income taxes, net		70			339
Minority interest		6,949			6,902
Total liabilities		15,731			12,491
Commitments and contingencies
Shareholders’ equity (deficit):
Shareholders’ equity (658.2067 Investor Shares issued
and outstanding)		17,943			20,002
Managing Shareholder's accumulated deficit
(1 management share issued and outstanding)		(388	)		(374	)
Total shareholders’ equity		17,555			19,628
Total liabilities and shareholders’ equity	$	33,286		$	32,119

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

1

THE RIDGEWOOD POWER GROWTH FUND
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE (LOSS) INCOME
(unaudited, in thousands, except per share data)
	Nine Months Ended September 30,						Three Months Ended September 30,
	2008			2007			2008			2007
Revenues	$	12,715		$	10,479		$	4,574		$	3,193
Cost of revenues		8,040			6,621			3,117			2,335
Gross profit		4,675			3,858			1,457			858
Operating expenses:
General and administrative expenses		4,513			3,485			1,495			1,139
Management fee to Managing Shareholder		1,234			1,234			411			411
Total operating expenses		5,747			4,719			1,906			1,550
Loss from operations		(1,072	)		(861	)		(449	)		(692	)
Other income (expense):
Interest income		74			120			24			59
Interest expense		(253	)		(249	)		(122	)		(72	)
Equity in income (loss) from RUK		-			16,466			-			(14	)
Other (expense) income, net		(16	)		(25	)		(35	)		15
Total other (expense) income, net		(195	)		16,312			(133	)		(12	)
(Loss) income before income tax and minority interest		(1,267	)		15,451			(582	)		(704	)
Income tax benefit		(150	)		(54	)		(346	)		(352	)
(Loss) income before minority interest		(1,117	)		15,505			(236	)		(352	)
Minority interest in the earnings of subsidiaries		(429	)		(336	)		(142	)		(117	)
Net (loss) income		(1,546	)		15,169			(378	)		(469	)
Foreign currency translation adjustment		131			(314	)		(128	)		157
Comprehensive (loss) income	$	(1,415	)	$	14,855		$	(506	)	$	(312	)
Managing Shareholder - Net loss	$	(15	)	$	(15	)	$	(4	)	$	(4	)
Shareholders - Net (loss) income		(1,531	)		15,184			(374	)		(465	)
Net (loss) income per Investor Share		(2,326	)		23,073			(569	)		(705	)
Distributions per Investor Share		1,000			21,000			-			500

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

2

THE RIDGEWOOD POWER GROWTH FUND
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
	Nine Months Ended September 30,
	2008			2007
Cash flows from operating activities:
Net cash provided by operating activities	$	1,707		$	2,802
Cash flows from investing activities:
Distributions from RUK		-			15,674
Capital expenditures		(4,430	)		(1,306	)
Proceeds from sale of equipment		-			11
Investment in subsidiary		(137	)		-
Collections on notes receivable		202			107
Net cash (used in) provided by investing activities		(4,365	)		14,486
Cash flows from financing activities:
Repayments under bank loans		(275	)		(665	)
Proceeds from loans payable		2,000			-
Cash distributions to minority interest		(431	)		-
Cash distributions to shareholders		(658	)		(13,825	)
Net cash provided by (used in) financing activities		636			(14,490	)
Effect of exchange rate on cash and cash equivalents		34			(13	)
Net (decrease) increase in cash and cash equivalents		(1,988	)		2,785
Cash and cash equivalents, beginning of period		4,271			2,588
Cash and cash equivalents, end of period	$	2,283		$	5,373

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

3

THE RIDGEWOOD POWER GROWTH FUND

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited, dollar amounts in thousands)

1.             BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules of the United States Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to SEC rules. These condensed consolidated financial statements should be read in conjunction with The Ridgewood Power Growth Fund (the “Fund”) Annual Report on Form 10-K for the year ended December 31, 2007 filed with the SEC on March 26, 2008 (the “2007 Form 10-K”). No significant changes have been made to the Fund’s accounting policies and estimates disclosed in its 2007 Form 10-K.

In the opinion of management, the condensed consolidated financial statements as of September 30, 2008, and for the nine and three months ended September 30, 2008 and 2007, include all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the consolidated financial position, results of operations and cash flows for the periods presented. The results of operations for the nine and three months ended September 30, 2008 and 2007, are not necessarily indicative of the results to be expected for the full year or any other period.

2.             DESCRIPTION OF BUSINESS

The Fund is a Delaware trust formed in February 1997. The Fund began offering shares in February 1998 and concluded its offering in April 2000. The objective of the Fund is to provide benefits to its shareholders through a combination of distributions of operating cash flow and capital appreciation. The Managing Shareholder of the Fund is Ridgewood Renewable Power LLC (“RRP” or the “Managing Shareholder”). The Fund has been organized to invest primarily in independent power generation facilities, water desalinization plants and other infrastructure projects both in the US and abroad. The projects owned by the Fund have characteristics that qualify the projects for government incentives.

The Fund’s accompanying condensed consolidated financial statements include the accounts of the Fund and its majority-owned subsidiaries, Ridgewood US Hydro Corporation (“US Hydro”) and Ridgewood Near East Holdings LLC (“NEH”). The Fund’s condensed consolidated financial statements also include the Fund’s 30.4% interest in Ridgewood UK, LLC (“RUK”), which is accounted for under the equity method of accounting, as the Fund has the ability to exercise significant influence but does not control the operating and financial policies of RUK. RUK previously owned landfill gas fired electric projects located in the United Kingdom, which were sold in February 2007.

The Fund owns 70.8% interest in US Hydro and the remaining 29.2% minority interest is owned by Ridgewood Electric Power Trust V (“Trust V”). In addition, the Fund owns 68.1% interest in NEH and the remaining minority interest is owned by Trust V (14.1%) and Ridgewood/Egypt Fund (“Egypt Fund”) (17.8%). The interests of Trust V and Egypt Fund are presented as minority interest in the condensed consolidated financial statements. In June 2008, Ridgewood Egypt for Infrastructure (“REFI”), a subsidiary of NEH, purchased an additional 9.5% interest in Sinai For Environmental Services S.A.E. (“Sinai”), bringing its total ownership in Sinai to 75.9%.

On February 22, 2007, RUK completed the sale of all of the issued and outstanding shares of CLPE Holdings Limited (“CLP”) to MEIF LG Energy Limited. Concurrent with the sale, RUK and affiliated entities terminated certain sharing agreements amongst themselves. The gain on disposal represents proceeds, less transaction costs and the net asset value of CLP, plus the reversal of previously recorded foreign currency translation adjustments. The Managing Shareholder waived its right to receive its 1% of the distributions from these transactions. As a result, the gain from the sale and related cash distributions are allocated solely to Investor Shares.

The Managing Shareholder announced that it intends to market NEH’s assets and US Hydro for sale. These assets represent the remaining investments of the Fund and did not meet the qualifications to be classified as “held for sale” at September 30, 2008. On June 12, 2008, NEH, and its wholly-owned subsidiary, entered into a sale and purchase agreement, pursuant to which they would sell their contractual and legal interests in the operating assets of NEH subject to various closing conditions, including approval of shareholders of the Fund, Trust V and Egypt Fund. A summary of the terms and conditions of the sale was provided in a Current Report on Form 8-K filed with the SEC on June 13, 2008. On or about September 19, 2008 and October 10, 2008, respectively, a definitive consent statement and a supplement to consent statement regarding the sale of NEH assets were filed with the SEC and subsequently sent to the shareholders of the Fund, Trust V and Egypt Fund. Shareholders representing a majority of shares for each of the three funds approved the proposal to sell NEH’s assets. The results of the consent solicitation are included in Part II, Item 4. “Submission of Matters to a Vote of Security Holders”.

There can be no assurance that the sale of US Hydro or NEH’s assets will occur.

4

THE RIDGEWOOD POWER GROWTH FUND

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited, dollar amounts in thousands)

3.             RECENT ACCOUNTING PRONOUNCEMENTS

FIN 48

In June 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”), an interpretation of Statement of Financial Accounting Standards (“SFAS”) No. 109, Accounting for Income Taxes (“SFAS 109”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS 109 and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. In February 2008, the FASB issued FASB Staff Position FIN 48-2, Effective Date of FASB Interpretation No. 48 for Certain Nonpublic Enterprises, which deferred the effective date of FIN 48 for non-public companies to fiscal years beginning after December 15, 2007. The Fund has concluded that it is eligible for this deferral and therefore, FIN 48 will become effective for the Fund for the annual period beginning January 1, 2008. The Fund is currently evaluating the impact of adopting FIN 48 on its condensed consolidated financial statements.

SFAS 157

In September 2006, FASB issued SFAS No. 157, Fair Value Measurements (“SFAS 157”), to define fair value, establish a framework for measuring fair value in accordance with GAAP and expand disclosures about fair value measurements. SFAS 157 requires quantitative disclosures using a tabular format in all periods (interim and annual) and qualitative disclosures about the valuation techniques used to measure fair value in all annual periods. In February 2008, FASB issued Staff Position 157-2, Effective Date of FASB Statement No. 157, which delays the effective date of SFAS 157 for non-financial assets and non-financial liabilities for the Fund until January 1, 2009, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis. In October 2008, the FASB issued Staff Position 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active,which clarifies the application of SFAS 157 in a market that is not active and to determine the fair value of a financial asset when the market for that financial asset is not active. The Fund adopted SFAS 157 for financial assets and financial liabilities effective January 1, 2008, with no material impact on its condensed consolidated financial statements. Staff Position 157-3 does not have a material impact on its condensed consolidated financial statements. The Fund is currently evaluating the impact of adopting SFAS 157 for non-financial assets and non-financial liabilities on its condensed consolidated financial statements.

SFAS 159

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS 159”), which expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Fund adopted SFAS 159 effective January 1, 2008, with no material impact on its condensed consolidated financial statements.

SFAS 160

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51 (“SFAS 160”). SFAS 160 requires that ownership interests in subsidiaries held by parties other than the parent, and the amount of consolidated net income, be clearly identified, labeled, and presented in the consolidated financial statements within equity, but separate from the parent’s equity. It also requires once a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value. Sufficient disclosures are required to clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS 160 will become effective for the Fund beginning January 1, 2009. The Fund is currently evaluating the impact of adopting SFAS 160 on its condensed consolidated financial statements.

SFAS 162

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (“SFAS 162”).  SFAS 162 identifies the sources of accounting principles and the framework for selecting principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with GAAP.  This statement shall be effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board’s amendments to AU section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. The Fund is currently evaluating the impact of adopting SFAS 162 on its condensed consolidated financial statements.

5

THE RIDGEWOOD POWER GROWTH FUND

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited, dollar amounts in thousands)

4.             CASH AND CASH EQUIVALENTS

The Fund considers all highly liquid investments with maturities, when purchased, of three months or less as cash and cash equivalents. At September 30, 2008, the Fund had cash deposits held in a foreign bank of $2,084, where there is no insurance. At September 30, 2008, all US deposits were fully insured.

5.             INVENTORY

At September 30, 2008 and December 31, 2007, inventories were as follows:

	September 30,			December 31,
	2008			2007
Consumables		$	1,526		$	926
Fuel			68			43
Total		$	1,594		$	969

6.             INVESTMENTS

On February 22, 2007, RUK completed the sale of all of the issued and outstanding shares of CLP as discussed in Note 2.

7.             LONG-TERM DEBT

In June 2008, REFI borrowed $2,000 from the private equity firm that has entered into a sale and purchase agreement to acquire the NEH operating assets. The debt is scheduled to be repaid over a 21 month period and bears interest at 10% per annum. The borrowings and repayments are denominated in US dollars.

8.             INCOME TAXES

Except for US Hydro, no provision is made for US income taxes in the accompanying condensed consolidated financial statements, as the income or losses of the Fund are passed through and included in the income tax returns of the individual shareholders of the Fund.  Changes in the Fund’s pre-tax income (loss) do not necessarily lead to changes in income tax expense, thereby resulting in volatility of the effective tax rate.  US Hydro operates in several tax jurisdictions and, as a result, the geographic mix of US Hydro’s pre-tax income or loss can also impact the Fund’s overall effective tax rate.  The Fund has calculated its actual tax provision based upon year-to-date results.  Such an approach is allowed under FASB Interpretation No. 18, as the Fund has determined that it cannot estimate an annual effective tax rate with reasonable accuracy.  The income tax benefit on income before minority interest and income tax for the nine months ended September 30, 2008 and 2007 was $388 and $434, respectively. The income tax benefit in income before minority interest and income tax for the three months ended September 30, 2008 and 2007 was $463 and $373, respectively. 

The Fund’s Egyptian operations operate under a ten year income tax holiday that expires on December 31, 2010. For the nine months ended September 30, 2008 and 2007, the Fund recorded income tax expense of $238 and $380, respectively, resulting from book to tax differences that are scheduled to exist at the expiration of the tax holiday. For the three months ended September 30, 2008 and 2007, the Fund recorded income tax expense of $117 and $21, respectively.

9.             COMMITMENTS AND CONTINGENCIES

On December 30, 2005, an investor in the Fund and entities affiliated with the Fund, Paul Bergeron, on behalf of himself and as Trustee for the Paul Bergeron Trust (the “Plaintiff”), filed a Complaint in the Federal District Court in Massachusetts, Paul Bergeron v. Ridgewood Securities Corporation, et al. (“Bergeron I”).  The action was brought against, among others, the Managing Shareholder and persons who are or were officers of the Managing Shareholder alleging violations of the Massachusetts Securities Act, as well as breach of fiduciary duty, fraud, breach of contract, negligent misrepresentation and unjust enrichment, all related to a set of alleged facts and allegations regarding the sale of securities of Funds managed by the Managing Shareholder or affiliates of the Managing Shareholder which were sold in private offerings and the operation of those Funds subsequent to the sale.  The Plaintiff is seeking damages of $900 plus interest and other damages to be determined at trial. None of the Funds are party to this litigation. No trial date has been set. Discovery has been completed and a Motion for Summary Judgment filed by the Defendants is pending.

6

THE RIDGEWOOD POWER GROWTH FUND

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited, dollar amounts in thousands)

On March 20, 2007, the Plaintiff in Bergeron I commenced a derivative action, in Suffolk County Superior Court, Commonwealth of Massachusetts,  Paul Bergeron v. Ridgewood Electric Power Trust V, et al. (“Bergeron II”).  The Plaintiff joined the Fund and affiliated entities, including the Managing Shareholder and a person who is an officer of the Managing Shareholder, alleging that the allocation of the proceeds from the sale of certain assets of the Fund and affiliated entities to an unaffiliated entity was unfair and sought an injunction prohibiting the distribution to shareholders of such proceeds.  The Superior Court denied the request by the Plaintiff for an injunction. On February 29, 2008, the Plaintiff filed an amended complaint in Bergeron II adding two additional investors, one in the Fund and one in Trust V, as additional plaintiffs. Discovery is ongoing and no trial date has been set.

All defendants in Bergeron I and Bergeron II deny the allegations and intend to defend both actions vigorously.

RUK gave a number of warranties and indemnities to the purchaser of CLP. Should there be a breach of the warranties or should an indemnifiable event occur, the buyer could make claims against RUK. RUK purchased warranty and indemnity insurance to minimize such risk. As of the date of this filing, the Fund is unaware of any such claims.

On August 16, 2006, the Fund and several affiliated entities, including the Managing Shareholder, filed lawsuits against the former independent registered public accounting firm for the Fund and several affiliated entities, Perelson Weiner, LLP (“Perelson Weiner”), in New Jersey Superior Court.  The suits alleged professional malpractice and breach of contract in connection with audit and accounting services performed for the Fund and other plaintiffs by Perelson Weiner. On October 20, 2006, Perelson Weiner filed a counterclaim against the Fund and other plaintiffs alleging breach of contract due to unpaid invoices with a combined total of approximately $1,200. Discovery is ongoing and no trial date has been set. The costs and expenses of the litigation are being paid for by the Managing Shareholder and affiliated management companies and not the underlying investment funds, including the Fund.

The Fund is subject to legal proceedings involving ordinary and routine claims related to its business. The ultimate legal and financial liability with respect to such matters cannot be estimated with certainty and requires the use of estimates in recording liabilities for potential litigation settlements. Estimates for losses from litigation are disclosed if considered reasonably possible and accrued if considered probable after consultation with outside counsel. If estimates of potential losses increase or the related facts and circumstances change in the future, the Fund may be required to record additional litigation expense. While it is not possible to predict the outcome of the litigation discussed above with certainty and some lawsuits, claims or proceedings may be disposed of unfavorably to the Fund, based on its evaluation of matters which are pending or asserted, the Fund’s management believes the disposition of such matters will not have a material adverse effect on the Fund’s business or its financial statements.

10.           FINANCIAL INFORMATION BY BUSINESS SEGMENT

The Fund manages and evaluates its operations in two reportable business segments: power generation and water desalinization. These segments have been classified separately by the similarities in economic characteristics and customer base. Common services shared by the business segments are allocated on the basis of identifiable direct costs, time records or in proportion to amounts invested. The water segment is located in Egypt.

Business segment financial data for the nine and three months ended September 30, 2008 and 2007 were as follows:

	Power				Power
	Nine Months Ended September 30,				Three Months Ended September 30,
	2008		2007		2008			2007
Revenues	$	3,244	$	2,932	$	643		$	309
Gross profit (loss)		1,250		858		(34	)		(427	)
Total assets		5,887		7,365		5,887			7,365
	Water				Water
	Nine Months Ended September 30,				Three Months Ended September 30,
	2008		2007		2008			2007
Revenues	$	9,471	$	7,547	$	3,931		$	2,884
Gross profit		3,425		3,000		1,491			1,285
Total assets		26,720		22,188		26,720			22,188
	Corporate				Corporate
	Nine Months Ended September 30,				Three Months Ended September 30,
	2008		2007		2008			2007
Total assets	$	679	$	3,821	$	679		$	3,821
	Consolidated				Consolidated
	Nine Months Ended September 30,				Three Months Ended September 30,
	2008		2007		2008			2007
Revenues	$	12,715	$	10,479	$	4,574		$	3,193
Gross profit		4,675		3,858		1,457			858
Total assets		33,286		33,374		33,286			33,374

7

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

The purpose of this discussion and analysis of the operating results and financial condition as of September 30, 2008 is intended to help readers analyze the accompanying condensed consolidated financial statements, notes and other supplemental information contained in this document.  Results of operations for the nine and three months ended September 30, 2008 are not necessarily indicative of results to be attained for any other period. This discussion and analysis should be read in conjunction with the accompanying condensed consolidated financial statements, notes and other supplemental information included elsewhere in this report and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Fund’s 2007 Form 10-K.

Forward-Looking Statements

Certain statements discussed in this item and elsewhere in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally relate to the Fund’s plans, objectives and expectations for future events and include statements about the Fund’s expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts.  These statements are based upon management’s opinions and estimates as of the date they are made.  Although management believes that the expectations reflected in these forward-looking statements are reasonable, such forward-looking statements are subject to known and unknown risks and uncertainties that may be beyond the Fund’s control, which could cause actual results, performance and achievements to differ materially from the results, performance and achievements projected, expected, expressed or implied by the forward-looking statements. Examples of events that could cause actual results to differ materially from historical results or those anticipated include the sale of Fund’s assets, the outcome of the litigation described in Part I, Item 1, Note 9. “Commitments and Contingencies” of this report, changes in political and economic conditions, federal or state regulatory structures, government mandates, the ability of customers to pay for energy received, supplies and prices of fuels, operational status of generating plants, mechanical breakdowns, volatility in the price for electric energy, natural gas or renewable energy. Additional information concerning the factors that could cause actual results to differ materially from those in the forward-looking statements is contained in Item 1A. “Risk Factors” and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Fund’s 2007 Form 10-K. The Fund undertakes no obligation to publicly revise any forward-looking statements or cautionary factors, except as required by law.

Critical Accounting Policies and Estimates

The following discussion and analysis of the Fund’s financial condition and operating results is based on its condensed consolidated financial statements.  The preparation of this Quarterly Report on Form 10-Q requires the Fund to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of the Fund’s condensed consolidated financial statements, and the reported amount of revenue and expenses during the reporting period. Actual results may differ from those estimates and assumptions.  No material changes have been made to the Fund’s critical accounting policies and estimates disclosed in its 2007 Form 10-K.

Results of Operations and Changes in Financial Condition

On June 12, 2008, NEH, and its wholly-owned subsidiary, entered into a sale and purchase agreement, pursuant to which they would sell their contractual and legal interests in the operating assets of NEH subject to various closing conditions, including approval of shareholders of the Fund, Trust V and Egypt Fund. The Fund is also currently marketing US Hydro for sale. As a result, the comparability of future period-to-period financial statements could be limited. As assets are sold or eligible for classification as assets “held for sale”, the operating results from those operations will be reclassified and presented as income or loss from discontinued operations.

Nine months ended September 30, 2008 compared to the nine months ended September 30, 2007

The Fund generates revenue from two operating segments, water desalinization and power generation. The Fund’s power generation business generates revenue from US Hydro and the Fund’s water desalinization revenues are generated by NEH. Revenues increased $2.2 million, or 21.3%, from $10.5 million for the nine months ended September 30, 2007 to $12.7 million for the same period in 2008. Revenues from NEH’s water operations increased $1.9 million to $9.5 million for the nine months ended September 30, 2008, which was primarily attributable to increases in water volume sales due to greater tourism in the NEH market area as well as increased unit prices to offset increased costs of production. Revenues from US Hydro operations increased $0.3 million to $3.2 million for the nine months ended September 30, 2008, which was primarily attributable to an increase in levels of precipitation.

Cost of revenues for the nine months ended September 30, 2008 was $8 million compared to $6.6 million for the same period in 2007, an increase of $1.4 million, or 21.4%. This was primarily due to an increase in consumables resulting from higher fuel costs and production volumes in NEH operations in the 2008 period and increased depreciation expense as a result of capital expansion at NEH.

8

Gross profit increased $0.8 million, or 21.2%, from $3.9 million for the nine months ended September 30, 2007 to $4.7 million for the same period in 2008. The gross profit of NEH operations increased $0.4 million from $3 million for the nine months ended September 30, 2007 to $3.4 million for the same period in 2008 due to an increase in revenues, partially offset by an increase in cost of revenues. The gross profit of US Hydro operations increased $0.4 million from $0.9 million for the nine months ended September 30, 2007 to $1.3 million for the same period in 2008 primarily due to an increase in revenues.

General and administrative expenses increased $1 million to $4.5 million for the nine months ended September 30, 2008 compared to $3.5 million for the same period in 2007. The increase in general and administrative expenses in the 2008 period was primarily due to an increase in professional fees.

The Fund recorded equity income from its investment in RUK of $16.5 million for the nine months ended September 30, 2007. During the first quarter of 2007, RUK completed the sale of all of the issued and outstanding shares of CLP to MEIF LG Energy Limited. See Part I, Item 1, Note 2, “Description of Business” of the notes to the condensed consolidated financial statements contained herein for further discussion.

Total assets increased $1.2 million from $32.1 million at December 31, 2007 to $33.3 million at September 30, 2008. This increase was primarily due to increases of $3.7 million in property, plant and equipment, $0.6 million in inventory and $0.3 million in accounts receivable, partially offset by decreases of $2 million in cash and cash equivalents, $0.9 million in intangibles, $0.2 million each in other assets and due from affiliates. Total liabilities increased $3.2 million from $12.5 million at December 31, 2007 to $15.7 million at September 30, 2008. This increase was primarily due to increases of $1.7 million in long-term debt, $1.2 million in accounts payable and $0.6 million in due to affiliates, partially offset by a decrease in deferred income taxes of $0.3 million.

Three months ended September 30, 2008 compared to the three months ended September 30, 2007

Revenues increased $1.4 million, or 43.3%, from $3.2 million for the three months ended September 30, 2007 to $4.6 million for the three months ended September 30, 2008. Revenues from US Hydro operations increased $0.4 million to $0.7 million for the 2008 period primarily due to higher levels of precipitation. Revenues from NEH’s water operations increased $1 million to $3.9 million for the 2008 period, which was primarily attributable to increases in water volume sales due to greater tourism in the NEH market area as well as increased unit prices to offset increased costs of production.

Cost of revenues for the three months ended September 30, 2008 was $3.1 million compared to $2.3 million for the same period in 2007, an increase of $0.8 million, or 33.5%. This was primarily due to an increase in consumables resulting from higher fuel costs and production volumes in NEH operations for the 2008 period and increased depreciation expense as a result of capital expansion at NEH. 

Gross profit increased $0.6 million, or 69.8%, from $0.9 million for the three months ended September 30, 2007 to $1.5 million for the same period in 2008. The gross loss of US Hydro operations decreased $0.4 million from $0.4 million for the 2007 period to $37,000 for the same period in 2008 primarily due to an increase in revenues. The gross profit of NEH increased $0.2 million from $1.3 million for the 2007 period to $1.5 million for the 2008 period due to an increase in revenues, partially offset by an increase in cost of revenue.

General and administrative expenses increased $0.4 million to $1.5 million for the three months ended September 30, 2008 compared to $1.1 million for the same period in 2007. The increase in general and administrative expenses in the 2008 period was primarily due to an increase in professional fees.

Liquidity and Capital Resources

Nine months ended September 30, 2008 compared to the nine months ended September 30, 2007

At September 30, 2008, the Fund had cash and cash equivalents of $2.3 million, a decrease of $2 million from December 31, 2007. Cash flows for the nine months ended September 30, 2008 were $1.7 million provided by operating activities, approximately $4.3 million used in investing activities, $0.6 million provided by financing activities and a $34,000 positive effect of foreign exchange on cash and cash equivalents.

Cash provided by operating activities for the nine months ended September 30, 2008 was $1.7 million compared to $2.8 million for the nine months ended September 30, 2007. The decrease of $1.1 million in cash flow for the nine months ended September 30, 2008 was primarily due to decreases in due from affiliates, net and other assets, partially offset by increases in accounts receivable, inventory and accounts payable.

9

For the nine months ended September 30, 2008, investing activities used cash of $4.4 million compared to cash provided of $14.5 million for the nine months ended September 30, 2007. Cash used in investing activities for the 2008 period included $4.4 million in capital expenditures for NEH's operations, partially offset by $0.2 million collected on notes receivable. Cash provided by investing activities for the 2007 period primarily included $15.7 million in distributions from RUK relating to the sale of CLP and $0.1 million collected on notes receivable, partially offset by $1.3 million in capital expenditures.

Cash provided by financing activities for the nine months ended September 30, 2008 period was $0.6 million compared to cash used of $14.5 million for the same period in 2007. Cash provided of $0.6 million in the 2008 period included $2 million of borrowings by REFI, partially offset by $0.3 million of repayments under bank loans, $0.4 million of cash distributions to minority interest and $0.7 million of cash distributions to shareholders. Cash used of $14.5 million in the 2007 period included $13.8 million of cash distributions to shareholders and $0.7 million of repayments under bank loans.

Future Liquidity and Capital Resource Requirements

The Fund expects cash flows from operating activities, along with existing cash, cash equivalents and borrowing capabilities will be sufficient to provide working capital and fund capital expenditures for the next 12 months.

Off-Balance Sheet Arrangements and Contractual Obligations and Commitments

There have been no material changes in the off-balance sheet arrangements and contractual obligations and commitments disclosed in the Fund’s 2007 Form 10-K.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required.

ITEM 4.  CONTROLS AND PROCEDURES

In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Fund’s Chief Executive Officer and Chief Financial Officer evaluate the effectiveness of the Fund’s disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e). Based on this evaluation, the Fund’s Chief Executive Officer and Chief Financial Officer concluded that the Fund’s disclosure controls and procedures were effective as of the end of the period covered by this report to ensure that information required to be disclosed by a registrant in reports filed pursuant to Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and that information required to be disclosed by a registrant is accumulated and communicated to senior management so as to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

The Fund’s Chief Executive Officer and Chief Financial Officer have concluded that there was no change in the Fund's internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended September 30, 2008 that has materially affected, or is reasonably likely to materially affect, the Fund’s internal control over financial reporting.

PART II.   OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

There have been no material changes to the legal proceedings disclosed in the Fund’s 2007 Form 10-K.

ITEM 1A.  RISK FACTORS

 There have been no material changes to the risk factors disclosed in the Fund’s 2007 Form 10-K.

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

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

10

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

During the third quarter ended September 30, 2008, consents for the sale of NEH assets were solicited pursuant to Section 14(a) of the Exchange Act. On or about September 19, 2008 and October 10, 2008, respectively, a definitive consent statement and a supplement to consent statement were filed with the SEC and subsequently mailed to the shareholders of the Fund soliciting the consent of the shareholders of the Fund to approve the sale and purchase agreement of NEH and liquidate the Fund pursuant to a plan of liquidation and dissolution in lieu of holding a special meeting of shareholders. See Part I, Item 1, Note 2. “Description of Business” for details of the NEH sale.

There were 658.2067 Investor Shares outstanding as of the record date of the consent solicitation. The results of the consent solicitation were as follows:

Approve:  Not Approve:    Abstain:   556.7592 shares   99.1142 shares (includes no response regarding 97.6542 shares)   2.3333 shares

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS

Exhibit No.		Description
2.1		Amendment No. 1 to Sale and Purchase Agreement, dated June 5, 2008, as amended, by and among Ridgewood Near East Holdings LLC, RW Egyptian Holdings LLC, Horus Private Equity Fund III, L.P., Mariridge for Infrastructure Projects, Mr. Zaki Girges and Ridgewood Egypt for Infrastructure LLC (incorporated by reference to Annex A to the Current Report on Schedule 14A filed by the Registrant with the SEC on September 19, 2008).
2.2	*	Amendment No. 2 to Sale and Purchase Agreement, dated September 9, 2008, as amended, by and among Ridgewood Near East Holdings LLC, RW Egyptian Holdings, LLC, Horus Private Equity Fund III, LP, and Mariridge for Infrastructure Projects.
2.3		Amendment No. 1 to Escrow Agreement, dated as of June 5, 2008, as amended, by and among Ridgewood Near East Holdings, LLC, RW Egyptian Holdings LLC, Horus Private Equity Fund III, L.P., Mariridge for Infrastructure Projects, Ridgewood Egypt for Infrastructure LLC and HSBC Egypt, as escrow agent (incorporated by reference to Annex B to the Current Report on Schedule 14A filed by the Registrant with the SEC on September 19, 2008).
2.4	*	Amendment No. 2 to Escrow Agreement, dated September 9, 2008, as amended, by and among Ridgewood Near East Holdings LLC, RW Egyptian Holdings, LLC, Horus Private Equity Fund III, LP, and Mariridge for Infrastructure Projects, HSBC Egypt, and Ridgewood Egypt for Infrastructure Projects LLC.
2.5		Assignment and Amendment Agreement, dated September 30, 2008, by and among Ridgewood Near East Holdings LLC, RW Egyptian Holdings LLC, Horus Private Equity Fund III, L.P., Mariridge for Infrastructure Projects, Mr. Zaki Girges, Ridgewood Egypt for Infrastructure LLC, EFG-Hermes for Water Desalination, SAE and EFG Hermes Holding Co., SAE (incorporated by reference to Annex 1 to the Current Report on Schedule 14A filed by the Registrant with the SEC on October 10, 2008).
2.6		Inter-Fund Agreement Egypt Transaction, dated as of June 5, 2008, by and between Ridgewood Renewable Power LLC, The Ridgewood Power Growth Fund, Ridgewood Electric Power Trust V and Ridgewood/Egypt Fund (incorporated by reference to Annex C to the Current Report on Schedule 14A filed by the Registrant with the SEC on September 19, 2008).
31.1	*	Certification of Randall D. Holmes, Chief Executive Officer of the Registrant, pursuant to Securities Exchange Act Rule 13a-14(a).
31.2	*	Certification of Jeffrey H. Strasberg, Chief Financial Officer of the Registrant, pursuant to Securities Exchange Act Rule 13a-14(a).
32	*	Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, signed by Randall D. Holmes, Chief Executive Officer of the Registrant, and Jeffrey H. Strasberg, Chief Financial Officer of the Registrant.

*             Filed herewith.

11

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.

	THE RIDGEWOOD POWER GROWTH FUND
Date: November 12, 2008	By:	/s/ Randall D. Holmes
		Randall D. Holmes
		President and Chief Executive Officer
		(Principal Executive Officer)
Date: November 12, 2008	By:	/s/ Jeffrey H. Strasberg
		Jeffrey H. Strasberg
		Executive Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

12

EX-2.2

                                                                     Exhibit 2.2

                                 AMENDMENT NO. 1
                       TO THE SALE AND PURCHASE AGREEMENT
                               DATED JUNE 5, 2008

This Amendment is made on September 9, 2008 by and between:

1.   Ridgewood Near East Holdings, LLC, a limited liability company, established
     and organized under the laws of Delaware, having its registered offices at
     947 Linwood Avenue, Ridgewood, New Jersey 07450, represented herein by Mr.
     Randall D. Holmes, in his capacity as the legal representative of Ridgewood
     Near East Holdings;

2.   RW Egyptian Holdings, LLC, a limited liability company, established and
     organized under the laws of New Jersey, having its registered offices at
     947 Linwood Avenue, Ridgewood, New Jersey 07450, represented herein by Mr.
     Randall D. Holmes, in his capacity as the legal representative of Ridgewood
     Egyptian Holdings;

     (collectively, the "First Party" or "Sellers"); and

3.   Horus Private Equity Fund III L.P., a Cayman Islands Limited Partnership
     having its registered office at c/o M&C Corporate Services Limited, P.O.Box
     309G7 Ugland House, South Church Street, Georgetown, Grand Cayman, Cayman
     Islands, managed by EFG-Hermes Private Equity and represented herein by Mr.
     Samer S. Yassa in his capacity as the legal representative of the fund,
     referred to hereinafer as (the "Second Party" or "First Purchaser"); and

4.   Mariridge for Infrastructure Projects, an Egyptian joint stock company,
     whose registered office is at 26 Helmy Abd El Atti Street, Nasr City,
     Cairo, Egypt, represented herein by Mr. Zaki Girges, the Company's legal
     representative, referred to hereinafer as (the "Second Purchaser").

5.   Mr. Zaki Girges, an Egyptian national, holding national ID
     No.25809011602892 issued June, 2002 resident at 165, El Orouba Street,
     Heliopolis, Cairo, Egypt (referred to hereinafer as "ZG"); and

6.   Ridgewood Egypt for Infrastructure Projects LLC, an Egyptian limited
     liability company, commercial register No. 327201 issued on November 11,
     1999, whose registered office is at 165 El Orouba Street, Heliopolis,
     Cairo, Egypt, represented herein by Mr. Zaki Girges, in his capacity as the
     General Manager, referred to hereinafer as ("the Company")

     (All the above parties shall be collectively referred to as the "Parties")


WHEREAS, the Parties have entered into a Sale and Purchase Agreement dated June
5, 2008 (the "SPA"); and


WHEREAS, the Parties desire to amend the SPA on the terms set forth herein;

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants
hereinafter set forth, the Parties hereto agree as follows:



ARTICLE 1
DEFINITION AND INTERPRETATION

1.1  Unless otherwise specifically defined herein, capitalized terms shall have
     the same meaning assigned to them under the SPA.

1.2  The purpose of this amendment is to record the Parties' agreement to amend,
     cancel certain provisions of the SPA only within the limits provided
     hereunder, and is not intended to replace, terminate, and/or cancel the SPA
     or any other terms, conditions, or provisions thereof, which have not been
     explicitly altered hereunder.

1.3  This Amendment No. 1 shall become effective immediately on the date on
     which it has been signed by the authorized representatives of the Parties
     (the "Amendment No. 1 Effective Date").

ARTICLE 2

     "Early Termination Date" as defined under the SPA shall be amended to read
     as follows:

     "Early Termination Date"           means October 15, 2008, after which this
                                        Agreement may be terminated in
                                        accordance with Section 5.2 hereof



IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 1 to the
SPA on the date and year first above written.


SELLERS

RIDGEWOOD NEAR EAST HOLDINGS LLC
================================

By: /s/ Randall D. Holmes
- -------------------------
Name: Randall D. Holmes
Title: president


RW EGYPTIAN HOLDINGS, LLC
=========================

By: /s/ Randall D. Holmes
- -------------------------
Name: Randall D. Holmes
Title: President



FIRST PURCHASER

By: /s/ Horus Private Equity Fund III, LP
- -----------------------------------------
Name: Samer S. Yassa
Title: Director


SECOND PURCHASER

By: /s/ Zaki Yousif Girges
- --------------------------
Name: Zaki Yousif Girges
Title: Manager


RIDGEWOOD EGYPT FOR INFRASTRUCTURE LLC
======================================

By: /s/ Zaki Yousif Girges
- ----------------------
Name: Zaki Yousif Girges
Title: Manager


Mr. Zaki Girges
===============

Name: Zaki Yousif Girges
Signature: /s/ Zaki Yousif Girges
- ---------------------------------

EX-2.4

                                                                     Exhibit 2.4

                                 AMENDMENT NO.2
                             TO THE ESCROW AGREEMENT
                               DATED June 5, 2008

This Amendment is made on September 9, 2008 by and between:

1    Ridgewood Near East Holdings, LLC, a limited liability company, established
     and organized under the laws of Delaware, having its registered offices at
     947 Linwood Avenue, Ridgewood, New Jersey 07450, represented herein by Mr.
     Randall D. Holmes, in his capacity as the legal representative of Ridgewood
     Near East Holdings;

2.   RW Egyptian Holdings, LLC, a limited liability company, established and
     organized under the laws of New Jersey, having its registered offices at
     947 Linwood Avenue, Ridgewood, New Jersey 07450, represented herein by Mr.
     Randall D. Holmes, in his capacity as the legal representative of Ridgewood
     Egyptian Holdings;

     (collectively, the "First Party" or "Sellers"); and

3.   Horus Private Equity Fund III L.P., a Cayman Islands Limited Partnership
     having its registered office at c/o M&C Corporate Services Limited, P.O.Box
     309G7 Ugland House, South Church Street, Georgetown, Grand Cayman, Cayman
     Islands, managed by EFG-Hermes Private Equity and represented herein by Mr.
     Samer S. Yassa in his capacity as the legal representative of the fund,
     referred to hereinafter as (the "Second Party" or "First Purchaser"); and

4.   Mariridge for Infrastructure Projects, an Egyptian joint stock company,
     whose registered office is at 26 Helmy Abd El Atti Street, Nasr City,
     Cairo, Egypt, represented herein by Mr. Zaki Girges, the Company's legal
     representative, referred to hereinafter as (the "Second Purchaser").

5.   HSBC Egypt, an Egyptian bank, with its head office located at 306 Kornish
     El Nil, Maadi, registered with the Commercial Register under No. 218992,
     and represented herein by Mr. Amr Tharwat, in his capacity as the legal
     representative of the bank, referred to hereinafter as (the "Escrow
     Agent").

6.   Ridgewood Egypt for Infrastructure Projects LLC, an Egyptian limited
     liability company, commercial register No. 327201 issued on November 11,
     1999, whose registered office is at 165 El Orouba Street, Heliopolis,
     Cairo, Egypt, represented herein by Mr. Zaki Girges, in his capacity as the
     General Manager, referred to hereinafter as ("the Company")

     (All the above parties shall be collectively referred to as the "Parties")


WHEREAS, the Parties have entered into an Escrow Agreement dated June 5, 2008
(the "Escrow Agreement" and its Amendment No. 1 dated July 2008); and


WHEREAS, the Parties desire to amend the Escrow Agreement on the terms set forth
herein;



NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants
hereinafter set forth, the Parties hereto agree as follows:

ARTICLE 1
DEFINITION AND INTERPRETATION

1.1  Unless otherwise specifically defined herein, capitalized terms shall have
     the same meaning assigned to them under the Escrow Agreement.

1.2  The purpose of this amendment is to record the Parties' agreement to amend,
     cancel certain provisions of the Escrow Agreement only within the limits
     provided hereunder, and is not intended to replace, terminate, and/or
     cancel the Escrow Agreement or any other terms, conditions, or provisions
     thereof, which have not been explicitly altered hereunder.

1.3  This Amendment No. 2 shall become effective immediately on the date on
     which it has been signed by the authorized representatives of the Parties
     (the "Amendment No. 2 Effective Date").

ARTICLE 2
AMENDMENT OF ARTICLE 3.2

     Article 3.2 of the Escrow Agreement shall now read:

     Upon delivery of the Escrow Agent Certificate and the documents described
     in Annex A, the Escrow Agent shall make deliveries as follows: (i) the
     Purchase Price deposited in the Escrow Account shall be delivered to the
     Sellers or a designee thereof; (ii) the Second Purchaser Payment shall be
     delivered to the Second Purchaser and (iii) the documents described in
     Annex A shall be delivered to the First Purchaser.

     In this event the Escrow Agent shall, simultaneously with payment of the
     Share Purchase Price and the Loan Purchase Price to the Sellers and the
     Second Purchaser Payment to the Second Purchaser, pay the interest accrued
     on the Purchase Price, and the Second Purchaser Payment to the First
     Purchaser.

     In such event, the payment to the Sellers of the Purchase Price shall be on
     the following account(s):

      -   USD 27,500,000 by wire transfer to Ridgewood Renewable Power LLC. In:

          Account Name: Ridgewood Renewable Power LLC Oper
          Account No.:  2079950092650
          Bank Name: Wachovia Bank
                     Summit, NJ
          ABA (wire)  031201467
          ABA (ACH)   031100225

          and the Second Purchaser Payment shall be paid to the Second Purchaser
          on the following account:

      -   USD 2,000,000 to:



          Commercial International Bank (Egypt) SAE
          4, Farid Street (off El Thawra St.)
          Heliopolis - Cairo - Egypt
          Swift code: CIBEEGCX081
          For Credit to the Account of Zaki Yousif Girgis
          Account No.: 8180300017

     Notwithstanding the foregoing, the Escrow Agent shall immediately and
     automatically return the Share Purchase Price, the Loan Purchase Price and
     the Second Purchaser Payment, with any incurred interest thereon to the
     First Purchaser on October 15, 2008, without receipt of the Escrow Agent
     Certificate and the documents listed in Annex A of this Agreement, unless
     it has received written instructions signed by the Second Purchaser and the
     First Purchaser advising the Escrow Agent to act otherwise. In such event,
     return of the Purchase Price and the Second Purchaser Payment to the First
     Purchaser in addition to any interest accrued thereon shall be made by the
     Escrow Agent to the First Purchaser on the following account:


     Bank Name             :Arab African International Bank
     Address               :5 Midan Al Saray Al Koubra - Garden City
     Account Name          :Horus Private Equity Fund III LP
     Account Number        :570048
     Swift Code            :ARAIEGCX

     Correspondent in USD JP Morgan New York
     Swift Code            :CHAS US 33
     Account No.           :400-053101

IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to the
Escrow Agreement on the date and year first above written.




ESCROW AGENT

By: /s/ Amr Tharwat
- -------------------
Name:  Amr Tharwat
Title: Group Head - Corporate Banking

SELLERS

RIDGEWOOD NEAR EAST HOLDINGS LLC
================================

By: /s/ Randall D. Holmes
- -------------------------
Name:  Randall D. Holmes
Title: President



RW EGYPTIAN HOLDINGS, LLC
=========================
By: /s/ Randall D. Holmes
- -------------------------
Name:  Randall D. Holmes
Title: President

FIRST PURCHASER

By: /s/ Horus Private Equity Fund III, LP
- -----------------------------------------
Name:  Samer S. Yassa
Title: Director


SECOND PURCHASER

By: /s/ Zaki Yousif Girges
- --------------------------
Name:  Zaki Yousif Girges
Title: Manager


RIDGEWOOD EGYPT FOR INFRASTRUCTURE LLC
======================================

By: /s/ Zaki Yousif Girges
- --------------------------
Name:  Zaki Yousif Girges
Title: Manager


MR. ZAKI GIRGES
===============

Name:  Zaki Yousif Girges
Signature: /s/ Zaki Yousif Girges
- ---------------------------------

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Randall D. Holmes, certify that:

1. I have reviewed this report on Form 10-Q of The Ridgewood Power Growth Fund;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Randall D. Holmes
Name:	Randall D. Holmes
Title:	President and Chief Executive Officer
	(Principal Executive Officer)
Date:	November 12, 2008

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Jeffrey H. Strasberg, certify that:

1. I have reviewed this report on Form 10-Q of The Ridgewood Power Growth Fund;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Jeffrey H. Strasberg
Name:	Jeffrey H. Strasberg
Title:	Executive Vice President and Chief Financial Officer
	(Principal Financial and Accounting Officer)
Date:	November 12, 2008

EX-32

Exhibit 32

CERTIFICATIONS PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report on Form 10-Q of The Ridgewood Power Growth Fund (the “Fund”) for the fiscal quarter ended September 30, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Fund hereby certifies, pursuant to 18 U.S.C. (section) 1350, as adopted pursuant to (section) 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Fund.

/s/ Randall D. Holmes
Name:	Randall D. Holmes
Title:	President and Chief Executive Officer
	(Principal Executive Officer)
Date:	November 12, 2008

/s/ Jeffrey H. Strasberg
Name:	Jeffrey H. Strasberg
Title:	Executive Vice President and Chief Financial Officer
	(Principal Financial and Accounting Officer)
Date:	November 12, 2008