10-12G

 
  
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10

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

               RIDGEWOOD ELECTRIC POWER TRUST V               
(Exact Name of Registrant as Specified in Its Charter)

        Delaware                           22-3437351     
(State or Other Jurisdiction             (I.R.S. Employer Identification No.)
of Incorporation or Organization)

  c/o Ridgewood Power Corporation, 947 Linwood Avenue, Ridgewood, New Jersey 
07450  
  (Address of Principal Executive Offices)                        (Zip Code) 

Registrant's Telephone Number, including Area Code:  (201) 447-9000

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:

Investor Shares of Beneficial Interest
(Title of Class)

Exhibit Index is located on page 98.





PART I

Item 1.  Business.
Forward-looking statement advisory

     This Registration Statement on Form 10, as with some other 
statements made by the Trust from time to time, has forward-
looking statements.  These statements discuss business trends and 
other matters relating to the Trust's future results and the 
business climate and are found, among other places, at Items 
1(c)(3), 1(c)(4), 1(c)(5), 1(c)(6), 1(c)(7), 1(c)(8) and 2(b).  
In order to make these statements, the Trust has had to make 
assumptions as to the future.  It has also had to make estimates 
in some cases about events that have already happened, and to 
rely on data that may be found to be inaccurate at a later time.  
Because these forward-looking statements are based on 
assumptions, estimates and changeable data, and because any 
attempt to predict the future is subject to other errors, what 
happens to the Trust in the future may be materially different 
from the Trust's statements here.  

     The Trust therefore warns readers of this document that they 
should not rely on these forward-looking statements without 
considering all of the things that could make them inaccurate.  
This Registration Statement discusses many (but not all) of the 
risks and uncertainties that might affect these forward-looking 
statements.  

     Some of these are changes in political and economic 
conditions, federal or state regulatory structures, government 
taxation, spending and budgetary policies, government mandates, 
demand for electricity and thermal energy, the ability of 
customers to pay for energy received, supplies of fuel and prices 
of fuels, operational status of plant, mechanical breakdowns, 
availability of labor and the willingness of electric utilities 
to perform existing power purchase agreements in good faith.  
Some of these cautionary factors that readers should consider are 
described below at Item 1(c)(6) - Trends in the Electric Utility 
and Independent Power Industries.

     By making these statements now, the Trust is not making any 
commitment to revise these forward-looking statements to reflect 
events that happen after the date of this document or to reflect 
unanticipated future events.


(a)  General Development of Business.

    Ridgewood Electric Power Trust V, the Registrant hereunder 
(the "Trust"), was organized as a Delaware business trust on 
March 12, 1996 to participate in the development, construction 
and operation of independent power generating facilities 
("Independent Power Projects" or "Projects").  Ridgewood Energy 
Holding Corporation ("Ridgewood Holding"), a Delaware 
corporation, is the Corporate Trustee of the Trust.

     The Trust sold whole and fractional shares of beneficial 
interest in the Trust ("Investor Shares") at $100,000 per 
Investor Share, and terminated its private placement offering on 
April 15, 1998.  It has raised approximately $90,709,000.  Net of 
offering fees, commissions and expenses, the offering has 
provided approximately $75,288,000 for investments in the 
development and acquisition of Independent Power Projects and 
operating expenses.  The Trust has approximately 1,560 holders of 
Investor Shares (the "Investors").  As described below in Item 
1(c)(4), the Trust has invested approximately $14.3 million of 
its funds in the acquisition of interests in two sets of 
Independent Power Projects and is actively seeking additional 
Projects for investment.

     Ridgewood Power Corporation (the "Managing Shareholder"), a 
Delaware corporation, is the Managing Shareholder of the Trust 
and as such has direct and exclusive discretion in the management 
and control of the affairs of the Trust.  The Independent Panel 
Members do not exercise general oversight of the Managing 
Shareholder.  The Corporate Trustee acts on the instructions of 
the Managing Shareholder and is not authorized to take 
independent discretionary action on behalf of the Trust.  The 
Independent Panel Members do not have any management or 
administrative powers over the Trust or its property, but 
approval of a majority of the Independent Panel Members is 
required for approval of transactions between the Trust and other 
investment programs sponsored by the Managing Shareholder.  See 
Item 5 - Directors and Executive Officers of the Registrant below 
for a further description of the management of the Trust.  The 
Managing Shareholder and the Investors are collectively referred 
to as the "Shareholders."

     The Managing Shareholder is wholly owned by Robert E. 
Swanson, who is its sole stockholder, sole director and chief 
executive officer.  The following chart illustrates some of the 
important relationships among the Trust, the Managing Shareholder 
and some of their affiliates.  For additional information, see 
Item 5 -- Directors and Executive Officers of the Registrant.


Ridgewood Electric Power Trust V and certain affiliates
(some entities and relationships omitted)

              Robert E. Swanson
                     x
                     x  Sole stockholder
                     x  Sole director
                     x  Chief executive officer
                     x
        _____________X_________________________________________________
       x             x                x                x               x
       x             x                x                x               x
       x             x                x                x               x
Ridgewood    Ridgewood Power      Ridgewood      Ridgewood Energy	 Ridgewood
Securities   Management Corp.     Power          Holding Corp.     Power Capi-
Corporation                       Corporation                      tal Corp.
             Operates power                     Corporate trustee
Placement    plants for five      Managing      for six power      Marketing
  agent      power trusts         Shareholder   trusts             affiliate
              ("RPMC")            of six power
                                  trusts
                                      x
                                      x
                                      x
     _________________________________x__________________________
     x         x            x          x           x            x
     x         x            x          x           x            x
     x         x            x          x           x            x
Ridgewood    Ridgewood   Ridgewood   Ridgewood    Ridgewood   The 
Electric     Electric    Electric    Electric     Electric    Ridgewood
Power        Power       Power       Power        Power       Power
Trust I      Trust II    Trust III   Trust IV     Trust V     Growth 
(org. 1991) (org. 1993) (org. 1994) (org. 1995)  (org. 1996)  Fund 
                                                             (org. 1997)
("Ridgewood ("Ridgewood  ("Ridgewood ("Ridgewood  ("Ridgewood (the "Growth
Power I")    Power II")   Power III") Power IV")   Power V")   Fund")

Ridgewood Power I through IV are referred to as the "Prior Programs."

 (b)  Financial Information about Industry Segments.

     The Trust has been organized to operate in only one industry 
segment:  independent power generation.

(c)  Narrative Description of Business.

(1)  General Description.

     The Trust was formed to participate in the development, 
construction and operation of independent electric power projects 
that generate electricity for sale to utilities and other users, 
and that might provide heat energy as well to users.  The Trust 
may also invest in other energy projects (but not in nuclear 
facilities) or capital projects that have similar risk-return 
characteristics to those of electric power projects.  These 
projects or potential investments for the Trust will be referred 
to as "Projects."  The Trust has acquired significant interests 
in two sets of Projects to date.  The Maine Hydro Projects are 14 
small hydroelectric projects located in Maine.  In December 1996 
the Trust and an affiliate, Ridgewood Power IV, each acquired a 
50% interest in the limited liability company owning the 
Projects.  On July 1, 1997, the Trust and Ridgewood Power IV 
purchased a preferred membership interest in Indeck Maine Energy, 
L.L.C., an Illinois limited liability company ("Indeck Maine") 
that owns two electric power generating stations fueled by waste 
wood at West Enfield and at Jonesboro, Maine (the "Maine Biomass 
Projects").  For more information, see Item 1(c)(4) - The Trust's 
Investments, below.

     The following chart summarizes some of these relationships:

                               Ridgewood Power 
                                Corporation
                                      x
                                      x   Managing Shareholder
                                      x
            __________________________X___________
            x                                    x
     Ridgewood Electric                Ridgewood Electric Power
     Power Trust IV                          Trust V
             x                                  x
             x  50%                             x  50%
             x                                  x
             x                                  x
    _________X__________________________________X______
    x                   x                             x
    x                   x                             x
    x                   x                             x
Ridgewood Maine         x                   Ridgewood Maine
Hydro Corporation       x                   LLC
          x             x                    x     Seven indi-
General   x             x Limited    Member  x     vidual members 
partner   x             x partners           x     (not affili- 
1%        x             x (49.5%             x     ated with  
          x             x  each)             x     Trusts)
          x             x                    x         x
Ridgewood Maine Hydro Partners,           Indeck Maine Energy
 L.P.(owner of Maine Hydro                 L.L.C.
 Projects)



     Historically, producers of electric power in the United 
States consisted of regulated utilities, government agencies and 
industrial users that produced electricity to satisfy their own 
needs.  The independent power industry in the United States was 
created by federal legislation passed in response to the energy 
crises of the 1970s.  The Public Utility Regulatory Policies Act 
of 1978, as amended ("PURPA"), requires utilities to purchase 
electric power from "Qualifying Facilities" (as defined in 
PURPA), including "cogeneration facilities" and "small power 
producers," and also exempts these Qualifying Facilities from 
most utility regulatory requirements.  Under PURPA, Projects that 
are Qualifying Facilities are generally not subject to federal 
regulation, including the Public Utility Holding Company Act of 
1935, as amended, and state regulation.  Furthermore, PURPA 
generally requires electric utilities to purchase electricity 
produced by Qualifying Facilities at the utility's avoided cost 
of producing electricity (i.e., the incremental costs the utility 
would otherwise face to generate electricity itself or purchase 
electricity from another source).  The Maine Hydro 
Projects are Qualifying Facilities which have long-term 
agreements with local utilities for the purchase of all of their 
output ("Power Contracts") at fixed prices.  The Maine Biomass 
Projects are also Qualifying Facilities but do not have long-term 
Power Contracts.

(2)  Risk Considerations

General

	Investment in the Trust involves substantial risks and 
potential conflicts of interest and is suitable only for those 
persons who meet the investor suitability standards on a 
continuing basis, have a substantial net worth, have no need for 
liquidity from such investment, and are able to bear the loss of 
the entire investment. In addition, each Investor should 
understand that the Subscription Agreement and the Declaration 
materially restrict Investors from selling or otherwise disposing 
of their Shares.

Importance of Regulatory and Political
Environments

	Independent power projects, including cogeneration 
facilities, are creatures of the regulatory and political 
process. Since the passage of PURPA in 1978, the independent 
power industry (consisting of non-governmental enterprises that 
generate electricity but that are not themselves regulated 
utilities) has grown, in large part, because regulatory and 
political environments made it feasible to amass the large sums 
of long-term capital needed to develop, construct and operate 
power plants. In particular, the regulatory advantages currently 
provided by PURPA for Qualifying Facilities are essential for the 
viability of most existing independent power projects. 
Modification or repeal of PURPA or the regulations thereunder 
could make some Projects uneconomic. 

	In several states, including Massachusetts, Maine and 
California, requirements may be imposed on sellers of electricity 
to purchase a minimum amount of "renewable" power (generally, 
power from small hydroelectric plants, geothermal, solar or wind 
plants, or plants that burn non-fossil fuels). These requirements 
may be very advantageous for the Maine Biomass Projects, but 
adverse state or federal action might make those Projects 
uneconomic in the future. Further, it is possible that future 
developments, such as more stringent requirements of 
environmental laws and enforcement policies thereunder, could 
affect the costs of and the manner in which Projects are 
developed, built or operated. There can be no assurance that in 
such event the Projects would be able to recover all or any of 
such increased costs or that their businesses and financial 
conditions would not be materially and adversely affected. See 
Item 1(c)(6)(ii) at Renewable Power.

Deregulatory Initiatives

	The Comprehensive Energy Policy Act of 1992 (the "1992 
Energy Act") removed certain restrictions imposed by the Holding 
Company Act on the ability of electric utility holding companies 
and electric utilities to control their local markets. Since 
passage of the 1992 Energy Act, the Federal Energy Regulatory 
Commission ("FERC") in its Order 888 of April 1996 has 
deregulated the wholesale market for electricity (the market for 
sales to local utilities or distributors of electricity). 
Further, many states are implementing plans to further encourage 
investment in wholesale generators and to facilitate utility 
decisions to spin off or divest generating capacity from the 
transmission or distribution businesses of the utilities. As a 
result, Independent power projects in the future will face 
competition not only from other Independent power projects 
seeking to sell electricity on a wholesale basis but also from 
exempt wholesale generators, electric utilities with excess 
capacity and independent generators spun off or otherwise 
separated from their parent utilities. See Competition, Markets 
and Regulation.

	On the other hand, by expanding the potential pool of 
Projects in which electric utility holding companies and electric 
utilities are able to invest, the 1992 Energy Act has resulted in 
increased competition from the holding companies and utilities to 
develop promising Projects and in increased competition in the 
sale of electricity by independent power projects. Further, the 
1992 Energy Act and Order 888 introduced an element of 
competition in the transmission component of the electric power 
industry by requiring electric utilities to make available their 
transmission facilities to independent power projects where it is 
in the public interest and does not unreasonably impair the 
reliability of electricity service. In April 1996, FERC adopted 
Order 888, which required electric utilities and power pools to 
make transmission facilities and information available on equal 
terms to all generators. 

	It is not yet possible to characterize the effects of the 
order on the Trust.	If there are limitations on transmission 
capacity, however, the Trust might have to compete and bid for 
capacity in order to transmit electricity to distant customers if 
it is selling in a competitive market or if it is selling 
"renewable" power to a distant customer. In those events, the 
Trust might have to compete against companies that are far larger 
and more diversified than itself or that have lower costs of 
operation or access to transmission facilities.  See Item 
1(c)(6)(ii)at Wholesale-level Access to Transmission Capacity for 
a discussion of these problems as they affect the Trust's current 
Maine Biomass Projects.  If the Trust were unsuccessful in 
obtaining transmission capacity, it might not be able to sell its 
output except to local utilities (or in some cases, local retail 
customers). There is no assurance local customers would purchase 
that power or that the local price would be as advantageous as 
the price more distant customers would pay.

	The large scale deregulation of transmission facilities is 
likely to have other far-reaching effects which may be adverse to 
the independent electric power industry, generally, or to the 
particular facilities owned by the Trust. In particular, because 
the Trust anticipates investing in small scale facilities, it may 
be difficult for it in the short run to market power to end users 
or over long distances.  

	State initiatives to deregulate and encourage competition in 
the businesses of generating electric power and transmitting it 
to customers are also creating significant risks. See Item 
1(c)(6)(ii) at Retail-level Competition. Further, jurisdictional 
disputes between federal and state regulators have raised some 
questions as to the allocation of electric utility costs and 
obligations that may not be recovered by utilities in a 
competitive environment. As a result, there is little certainty 
as to the eventual regulatory environment and the risks and 
opportunities it will create. 

	As various states implement retail deregulation, a number of 
additional risks are posed for independent power projects. In 
many states, local electric utilities are being required or 
encouraged to sell their generating stations. Often, large 
electric utilities, affiliates of natural gas marketers or other 
large entities have purchased large quantities of these assets 
and thus immediately become sizable competitors in the market to 
sell electricity. In some other states, local electric utilities 
will be permitted to retain generating assets and sell power to 
themselves. In that event, they may prefer purchases from their 
own plants and opportunities for independent power projects to 
sell electricity in a competitive market may be stifled. 

	Further, in a competitive market, prices for electricity may 
be very volatile. If a generator is nonetheless able to obtain a 
long-term Power Contract, the prices under that contract may be 
inadequate to cover costs and yield a return, or the generator 
may lose opportunities to sell electricity at higher prices. If a 
generator is unable to obtain a long-term Power Contract and 
sells its output under short-term contracts or in a spot or 
auction market, the prices received may be inadequate to cover 
costs or to permit the Project to earn a return. Prices may vary 
so much as to make planning impossible. There is no assurance 
that the generator will be able to obtain new Power Contracts so 
as to keep its Project in continuous operation and the generator 
may have to absorb significant costs of Project shutdown and 
restart as well as lay off and rehire its workforce, as has 
occurred with the Maine Biomass Projects. See Item 1(c)(4)(ii). 

	These factors have intensified the pressures on larger 
market participants to consolidate, have created additional 
incentives for generating efficiency and low-cost production of 
power, have tended to depress the purchase prices of existing 
small-scale Projects and are likely to have additional, 
unpredictable effects. Recently, a number of very large 
utilities, natural gas companies and independent generation 
companies have paid significant premiums over book value or other 
measures of value to purchase large packages of power plants 
being divested by utilities and others have announced plans to 
construct extremely large-scale merchant power plants. These 
transactions or proposals have been in the range of hundreds of 
millions of dollars to billions of dollars. This may indicate 
that these industry participants have concluded that very large 
scale is a necessary competitive advantage. 

	See Item 1(c)(3) at Business Plan for an explanation of the 
Trust's strategy in response to these factors and others.  There 
can be no assurance that that strategy or any other actions by 
the Trust will avoid material adverse effects on the Trust.  

Threats to Power Contracts

	The Power Contract with the local utility, industrial host 
or other energy purchaser is perhaps the most important contract 
to an existing Independent Power Project.  The Power Contracts 
between the Maine Hydro Projects and two local utilities in Maine 
now provide for rates in excess of current short-term rates for 
purchased power and the utilities are treating their contractual 
obligations as a form of stranded cost. There has been much 
speculation that in the course of deregulating the electric power 
industry, federal or state regulators or utilities would attempt 
to invalidate these power purchase contracts as a means of making 
the owners of independent power plants bear some of the costs of 
deregulation. 

	To date, the Federal Energy Regulatory Commission and each 
state regulator that has addressed the issue have ruled that 
existing Power Contracts will not be affected by their 
deregulation initiatives. The regulators have so far rejected the 
requests of a few utilities to invalidate existing Power 
Contracts. See Item 1(c)(6)(i).  Further, no material action has 
yet been taken by federal or state legislators to date to impair 
independent power projects' existing power sales contracts, and 
there are federal constitutional provisions restricting actions 
to impair existing contracts. There can not be any assurance, 
however, that the rapid changes occurring in the industry and the 
economy as a whole would not cause regulators or legislative 
bodies to attempt to change the regulatory structure in ways 
harmful to independent power projects or to attempt to impair 
existing contracts. In particular, some regulatory agencies have 
urged utilities to construe Power Contracts strictly and to 
police independent power projects compliance with those Power 
Contracts vigorously. Predicting the consequences of any 
legislative or regulatory action is inherently speculative and 
the effects of any action proposed or effected in the future may 
harm or help the Trust. Because of the consistent position of the 
regulatory authorities to date and the other factors discussed 
here, the Trust believes that so long as it performs its 
obligations under the Power Contracts, it will be entitled to the 
benefits of those contracts.  

	In recent years, many electric utilities that have entered 
into long-term Power Contracts have concluded that the prices set 
under those contracts are disadvantageous to them under current 
conditions. Accordingly, they have often attempted to exploit all 
possible means of terminating these Power Contracts with 
independent power projects, including requests to regulatory 
agencies and alleging violations of even immaterial terms of the 
Power Contracts as justification for terminating those contracts.  
The Trust's current investment strategy includes the purchase of 
smaller-sized Projects with existing long-term Power Contracts. 
If the prices for electricity under those contracts are in excess 
of the prices charged by alternative sources, or if the electric 
utility purchasers under those contracts have other incentives to 
terminate those contracts, the Trust may face material costs in 
contesting those utility actions.  

Other Aspects of Power Contracts

	A generating facility which uses biomass or "waste" fuel, 
such as landfill gas or waste coal, may be a Qualifying Facility 
under PURPA.  The Maine Biomass Projects qualify under this 
definition.  The Trust in the future might invest in a different 
type of Qualifying Facility, cogeneration projects.  Cogeneration 
projects increase the efficiency of a conventionally fueled 
(coal, oil, natural gas) generating plant by using the waste heat 
energy (heated exhaust gases and heated engine coolant) in some 
useful process.  However, in order for a cogeneration facility 
using conventional fuel to be a Qualifying Facility under PURPA 
and current regulations, at least 5% of a Project's total energy 
output must be "useful" heat energy that typically is sold or 
made available in the form of steam or hot water to an entity 
(the "Steam Host").  (Other requirements are discussed below at 
Item 1(c)(8).)  Under current regulatory interpretations, heat 
energy is "useful" if its use has a business purpose independent 
from the sale of electricity and there is some economic 
justification for the use.  Typically, a Project meets its PURPA 
requirements by entering into a long term contract with a Steam 
Host which provides that the Steam Host will take delivery of 
sufficient thermal energy to permit the Project to meet the 
requirements of PURPA. If a cogeneration Project did not meet the 
requirements for supplying heat energy to a Steam Host because, 
for example, the Steam Host went out of business, or the thermal 
contract is otherwise terminated, that cogenerating Project might 
lose its status under PURPA as a Qualifying Facility. If as a 
result of this loss of status the cogenerating Project became 
subject to federal and state regulation or its Power Contract 
were terminated or modified, the cogenerating Project might incur 
material loss. Although PURPA provides grace periods for a 
cogeneration Project to find an alternative Steam Host, potential 
alternate Steam Hosts may be very limited or non-existent because 
of the practical necessity for a Steam Host to be located 
adjacent to the Project to minimize heat loss.

	Under PURPA, electric power utilities are directed to 
purchase electricity output offered to them by Qualifying 
Facilities at a price no greater than the utilities' avoided 
costs of generating electricity from another source. The Power 
Contracts for many existing Projects have been negotiated with 
the utility as long term agreements to purchase the Projects' 
output. There can be no assurance that the rates offered to a new 
Project or the other terms of a Power Contract will be 
sufficiently favorable to induce development and construction of 
a Project or permit profitable operation of a completed Project.

	Many long-term Power Contracts provide for levelized rates 
over the life of the contracts or shorter periods, which are 
designed to stabilize projected revenues earned by an independent 
power Project. The effect of many levelized rate contracts is to 
provide that the utility will purchase electricity from a Project 
at higher rates in the earlier years in exchange for an agreement 
from the Project to accept lower rates to be paid by the utility 
in later years. If a Project experiences operational difficulties 
and produces less than the expected volume of electricity in 
later years, it may be required to make cash payments to the 
utility to compensate for such shortfall, thereby reducing 
available cash flow to the Project owner. 

	Although there is some risk that a utility bound by a long-
term Power Contract may be unable to meet its purchase 
obligations, under current federal law and current law in most 
states electric utilities are required to maintain prudent 
financing structures and are reviewed periodically by their 
regulators for compliance with these requirements. In addition, 
if state regulators approve, the payments made by a utility to an 
independent power Project may be included as allowed costs to be 
passed through to the utility's retail customers, thereby giving 
the utility an additional source of revenue which can be used to 
make payments to the independent power Project. Accordingly, the 
financial inability of a utility to meet payment obligations to 
an independent power Project which is operating in compliance 
with its Power Contract has been a rare occurrence to date. 

	Most deregulatory programs treat Power Contracts with prices 
in excess of market prices as "stranded costs" and provide for 
reimbursement to utilities for those stranded costs for an 
extended period of time. During these periods, which can range 
from three to ten years or longer in some instances, there may be 
some assurance that the utilities will pay. However, retail 
deregulation may impose other financial strains on electric 
utilities, which will be relegated to maintaining the 
distribution network and delivering power to individual 
residential, commercial and industrial locations. Those utilities 
will have to downsize and reorganize their workforces and 
resources and compete in many cases as suppliers of electricity. 
It is likely that some utilities may reorganize or enter 
bankruptcy if they are unable to meet these challenges. In those 
cases, the Trust may be unable to collect amounts due to it or 
may have its Power Contracts abrogated in bankruptcy.  Industrial 
and other retail purchasers of power do not have an assured 
source of revenue from which to make payments under the Power 
Contract and a Project selling to them must rely solely on the 
credit of such purchaser. Consequently, although the Trust will 
conduct a business review of each purchaser's creditworthiness 
prior to contracting with it, there can be no assurance that it 
will remain in business over time or be able to perform its 
payment obligations for the duration of the Power Contract.

	In the event of a default or failure to pay by an energy 
purchaser under a Power Contract because of its bankruptcy or 
insolvency, regulatory changes, failure of a Project to comply 
with the terms of its contract or other events, there can be no 
assurance that the Project will be able to obtain a Power 
Contract with another purchaser or to obtain a Power Contract on 
terms as favorable as those of the previous contract. 

	The Trust expects that if it were to invest in capital 
facilities outside the electric power industry, those facilities 
would have output contracts providing for long-term payments by a 
responsible customer or customers for the facilities' production. 
These contracts would likely be structured in a manner similar to 
Power Contracts with non-utility customers. In that event, the 
Trust would be subject to the risks of the customers' 
creditworthiness and the long-term anticipated demand for the 
products. 

Reliance on Fuel Supplies at Appropriate Prices

	Since the cost of fuel is usually one of the largest 
components of a Project's operating costs (especially so in the 
case of natural gas, coal or oil-fired electric power Projects), 
the success of a Project may depend not only on the availability 
of fuel supplies but also on the Project's ability to obtain long 
term contracts for fuel and fuel transportation at appropriate 
prices.

	The Trust will attempt to invest in Projects which have fuel 
supply arrangements which closely match the fuel adjustment 
provisions of the Power Contract with the utility, industrial 
user or other energy purchaser, so that changes in Project fuel 
costs will be offset by corresponding changes in revenue from the 
sale of energy. Existing Projects that do not have favorable fuel 
price adjustment provisions in fuel supply contracts may have 
purchase prices or values that are significantly discounted from 
those of other Projects.

	If fuel prices payable by a Project are relatively high 
compared to the contract price of energy, the Project may not be 
able to generate energy on an economic basis. On the other hand, 
if a Project's economic returns are based upon the ability to 
generate substantial fuel savings through use of cogeneration and 
other more efficient power generation technologies, lower fuel 
prices may tend to reduce the value of the fuel savings and may 
adversely affect the financial performance of the Project. Since 
cogeneration and other more efficient technologies often require 
higher capital costs than conventional power plants, periods of 
very low fuel prices could result in fuel savings which are 
insufficient to cover the additional capital costs, thereby 
creating losses from the Project. 

	Small scale Projects may find it difficult or uneconomical 
to obtain long-term fuel supply contracts and thus may be exposed 
to risks of fuel price escalations. For example, after a 
relatively long period of depressed prices, natural gas prices in 
many areas tripled between the summer of 1996 and the winter 
months of 1996-1997. These increases adversely affected many 
small Projects operated by Prior Programs, although RPMC was able 
to negotiate one-year supply contracts for many Projects it 
managed at a price substantially less than peak prices. Because 
the Trust may be a relatively small consumer of fuel, it may be 
difficult for it to economically hedge fuel prices or purchase 
reliable supplies on a long term basis. In that case, the Trust 
may be exposed to the risk that fuel price increases could reduce 
or even eliminate profitability of its Projects. 

	A separate component of a Project's overall fuel 
requirements is the availability, reliability and cost of 
transporting the fuel to the Project. For example, Projects fired 
by natural gas may be dependent upon a single pipeline for 
transportation of large volumes of natural gas, and may be 
adversely affected by the costs of transportation on the pipeline 
or by outages, capacity restrictions, priority allocations to 
other customers or other events affecting the pipeline. Some 
Projects are designed to operate on alternate fuels (such as 
using fuel oil when natural gas is unavailable) but these 
alternate fuels are also subject to similar variables of 
availability, cost and transportation. 

	In contrast to the Power Contract, which is one of the first 
objectives of a Project, the fuel supply contracts are frequently 
obtained relatively late in the development process or in the 
operating stage. There is no assurance that adequate fuel supply 
arrangements for a Project will be available from dependable 
sources and at acceptable prices at the time required.

Environmental Regulation

	Projects in which the Trust will participate will be subject 
to environmental regulation by federal, state and local 
government authorities. The failure to comply and to maintain 
compliance with these regulations may potentially result in 
substantial liability for pollution and other damages under 
statutes and regulations relating to environmental matters. Thus, 
the regulatory risks associated with the environment should be 
considered carefully by Investors before investing in the Trust. 
Environmental regulation includes the requirement that the 
Projects in which the Trust will participate obtain and maintain 
various regulatory approvals, licenses and permits. The process 
involved in obtaining these approvals can be quite time consuming 
and expensive, resulting in delays in the development or 
construction of a Project or imposing operating limitations on 
the Project. These factors could lead to increased costs to the 
Trust. If the Trust invests in Projects that were developed by 
others or that have an operating history, it may become liable 
for pollution and environmental discharges that occurred before 
it took ownership of the Project or that the Trust had no ability 
to affect. As a result, the purchase of any existing Project or 
any Project located on land affected by previous activities may 
subject the Trust to unpredictable and material contingent 
liabilities. Although the Trust through its investigation of 
Projects will attempt to minimize such contingencies, there can 
be no assurance that it can do so.

	In addition, there can be no assurance that future 
environmental legislation or regulations will not affect Project 
economics. The imposition of more stringent environmental laws 
and more effective enforcement policies thereunder could 
significantly increase the costs associated with the development, 
construction and operation of any Project and, thus, 
substantially reduce the return which Investors could anticipate 
with regard to the Trust's interest therein. For example, ongoing 
implementation of Title V of the Clean Air Act Amendments of 1990 
will require all existing industrial sources of air pollution to 
obtain new operating permits and to comply with additional daily 
operational limits. See Item 1(c)(8)(ii) - Environmental 
Regulation.

Identifying Projects

	There is no assurance that there will be a sufficient number 
of attractive potential Projects available to the Trust. In 
seeking to participate in Projects, in many cases the Trust is 
likely to encounter significant competition from construction 
companies, equipment vendors, electric and gas utilities and 
their affiliates, other developers of Projects and investment 
groups which participate in the development, construction and 
operation of Projects. Many of these competitors have greater 
experience in the independent power industry or project 
development or have superior capital resources. See Items 
1(c)(6)(ii) at New Generating Technologies and New Industry 
Participants and 1(c)(7). 

     The process of identifying and investing in Projects can be 
protracted and during that period the net proceeds of Investors' 
subscriptions for Investor Shares are held in U.S. Government 
securities, in money market funds holding those securities or in 
short-term commercial paper or money market instruments at lower 
yields than those anticipated from the Projects. Factors that may 
cause delays include lack of funds for the Trust to begin the 
acquisition process, variations in the availability of Projects 
and funds available to other purchasers of Projects, negotiations 
and environmental and regulatory delays caused by agency action 
or the need to investigate or remediate conditions before 
investing funds. The Trust seeks to reduce the period necessary 
to invest funds, primarily through the Early Investor Incentive, 
which was instituted to allow programs to begin acquiring 
Projects during their offering periods.   See Item 11(a) at 
Preferred Participation Rights and Early Investor Incentive.  The 
period from the closing of the offering to 90% investment of 
available funds dropped from approximately 29 months in Ridgewood 
Power I to 12 months in Ridgewood Power III but is expected to be 
at least 18 months for Ridgewood Power IV and at least 12 months 
for the Trust.

Need for Diversification

	The Trust expects that it will participate in several 
Projects. However, the size of each investment may depend upon a 
variety of factors, including, among other things, the amount of 
funds available to the Trust, the size and timing of the proposed 
investment, the availability of capital from other investors, the 
ability of other investment programs sponsored by the Managing 
Shareholder or its affiliates to participate, and the 
requirements of other participants in the transaction. Based on 
prior experience, the Trust believes that the likely range for 
each major investment by the Trust may be from 10% to 33% of the 
Trust's total capital, and may exceed 33% if the Trust 
participates in certain larger scale Projects. Although the Trust 
will attempt to concentrate most of its investments in lower risk 
Projects that are in operation or in advanced stages of 
construction, there can be no assurance that any Projects will 
earn a return and failure of any Project to earn a satisfactory 
return may have an adverse effect on the financial performance of 
the Trust as a whole if that Project represents a significant 
portion of the Trust's investments.

Risks of Foreign Investments

	The Trust may invest in Projects located outside the United 
States. The Trust has not yet invested material amounts in 
foreign Projects, although it has evaluated several proposals, 
has expended funds on due diligence and exploratory investments 
to develop one Project in 
Central America.  See Item 1(c)(4).  Neither the Managing 
Shareholder nor any of its affiliates has any significant 
experience in evaluating, investing in, developing, operating or 
disposing of Projects located outside the United States. Among 
the risks that the Trust will encounter in making investments 
outside the United States are: risks in relying upon unknown or 
little-known foreign businesses as partners or operators of 
projects, increased costs for legal, accounting, environmental 
and other services, exposure to unfamiliar systems of 
governmental regulation, electricity pricing, taxation, 
employment relations and economic organization, inability to 
obtain goods and services from abroad or local requirements to 
purchase goods and services of unknown characteristics and 
quality from local suppliers, credit risks in dealing with local 
businesses and customers, foreign exchange risks such as 
depreciation of the local currency against the dollar or 
inability to transfer money to the United States, governmental 
and business corruption, kidnapping, extortion and other risks to 
the Trust's personnel, and difficulty in selling or disposing of 
Projects or assets. 

Utilization of Funds for Undesignated Projects

	The Trust may direct a substantial portion of the net 
proceeds of this offering of Shares to Projects that have not 
been described in this Registration Statement or subsequent 
reports to the Securities and Exchange Commission, and the Trust 
may be unable to or may decline to participate in any specific 
investments described in this Registration Statement or 
subsequent reports.  Investors will not have the right to vote on 
the selection of Projects. Consequently, Investors will be 
relying upon the judgment of the Managing Shareholder for such 
decisions. See Items 1(c)(3) and 11.

Projects Require Large Amounts of Capital and Time for 
Development and Construction

	The Trust may commit a significant portion of its capital to 
a single Project, and it is possible that additional capital may 
be required to complete a Project or make necessary alterations 
or additions to such Project. There can be no assurance that the 
Trust will have access to any such additional capital or that the 
Project can obtain any such additional capital from other sources 
on satisfactory terms. Further, to the extent the Trust 
participates in larger Projects, extended periods of time (one to 
three years) may elapse before the Project commences operation.

Construction

	As described at Item 1(c)(3), the Trust may invest in the 
development and construction of new Projects and if it does so, 
it will be exposed to the risks that arise in the construction 
stage of a Project. These risks include interruptions of supplies 
or work stoppages; delays caused by changes in plans and 
specifications; inclement weather; subcontractor non-performance; 
planning error; contractor insolvency; cost increases; regulatory 
changes; and other construction-related matters. Although the 
Trust will attempt to reduce those risks where possible by 
contracting with responsible contractors or suppliers on a 
turnkey or performance incentive basis (where these risks are 
assumed by others), it may not be possible to do so effectively.

Financing and Leverage

	Although the Trust does not intend to borrow funds to make 
its equity investments in Projects, it may invest in Projects 
that have borrowed money for part of the cost of development or 
construction.  Some Projects may require non-recourse 
construction and/or long term financing in order to be viable.  
In particular, two proposed investments described below at Item 
1(c)(4)(iii) are obtaining significant financing from a bank and 
from an equipment supplier.  There can be no assurance that such 
financing will be available at the time required on satisfactory 
terms and conditions, and if not available, the Project may be 
abandoned and all amounts invested in the Project to that point 
will likely be lost. Even if commitments for construction and/or 
long term financing are obtained by a Project, there is no 
assurance that the Project will be able to meet all of the 
conditions which are typically required by project finance 
lenders in order to fund such financing commitments. Further, 
even if construction or long term financing is obtained, failure 
by the Project to obtain and maintain expected operating 
parameters may lead the holders of the debt to foreclose on the 
Project and eliminate the equity investment of the owners.      
There can be no assurance that these factors will not have a 
material adverse effect on the Trust's business.

Limited Transferability of Trust Assets

	The Trust's interests in many Projects in which it 
participates may be illiquid. When the Trust initially commits 
funds to a Project, it may endeavor to negotiate the right to 
sell all or part of its equity interests in a Project at a later 
time without the consents of other participants. However, the 
interests in the entities that own Projects in which the Trust 
participates with other owners will typically be closely held and 
the Trust's ability to transfer its interests in such Project 
entities may be restricted or prohibited by their governing 
documents, or by other agreements among Project participants or 
by covenants in financing documents. Even if the Trust 
successfully negotiates the right to sell its interest in a 
project without obtaining the consents of other participants, the 
Trust may find that it is unable to sell or dispose of its 
interests in Projects at the times it had planned or that such 
transactions would be disadvantageous to the Trust. Successful 
sales would depend upon, among other things, the operating 
history and prospects for the Projects to be sold, the number of 
potential purchasers and the economics of any bids made by them 
and the state of the independent power market. In addition, sales 
of substantial interests in a Project may result in adverse tax 
consequences.

	The Managing Shareholder will have full discretion to 
determine whether any of the Trust's assets should be sold and 
which should be held and in what proportions, and the Trust will 
have no obligation to sell all or a portion of any asset for the 
benefit of Investors or to retain any asset for the benefit of 
Investors. Investors may be required to remain in the Trust until 
it is terminated and dissolved.

General Risks of Operation

	Although risk may be materially reduced once construction is 
complete on a Project, the commencement of operation by a Project 
does not necessarily assure recovery of or a profit on any 
investment made in such Project by the Trust. If a Project is 
completed and placed into operation, it will be subject to the 
general risks of the power generation industry, including, but 
not limited to, equipment failures, fuel interruption, failure of 
the Project to perform according to projections, loss of a Power 
Contract for not maintaining a minimum required output 
availability or other breaches, decreases or escalations in Power 
Contract or fuel supply contract price indices in an unexpected 
manner, bankruptcy of a key customer or supplier, failure to 
obtain required wheeling rights or use of transmission facilities 
at economic rates, liabilities in tort (which may exceed 
insurance coverage), environmental obligations, inability to 
obtain desirable amounts of insurance at economic rates, acts of 
God and other catastrophes.

Joint Activity with Others

	It is anticipated that the Trust will normally participate 
in a larger Project jointly with one or more other entities 
through a joint venture or partnership vehicle.  To the extent 
that other participants in a Project cannot fulfill their 
obligations or have divergent interests or are in a position to 
take action contrary to the policies or objectives of the Trust, 
the Trust's interest in such venture may be adversely affected. 
In certain cases, the Trust may participate or be deemed to 
participate as a general partner of the entity developing the 
Project, thereby exposing the Trust to general partner liability. 
The Trust will seek to limit such exposures by interposing a 
limited liability entity between the Trust and the Project, or by 
obtaining specific agreement from other Project participants they 
will not seek recourse against Trust assets (other than the 
Trust's investment in the Project) for any claims.

	Although the Managing Shareholder will remain closely 
involved in all aspects of the Trust's activities, the Trust in 
some cases (typically larger Projects) will rely upon the advice 
of others as to the development or management of Projects. Thus, 
a substantial amount of responsibility will be placed on third 
parties who function as sponsors or developers of Projects or 
Project managers. The success of any Project will, to a large 
extent, be determined by the quality and performance of its 
sponsors and managers. Sponsors and Project development companies 
may have conflicting demands on their resources or may be 
adversely affected by other developments at their affiliated or 
associated entities. As a result, there is the risk that such 
sponsors or Project development companies or their other 
investors may be unable to fulfill their responsibilities. 

Limited Operating Experience

	Although the Managing Shareholder has participated in 
numerous independent power projects and executive officers of the 
Managing Shareholder and advisors to the Managing Shareholder 
have extensive backgrounds in the independent power industry and 
the construction and operation of independent power projects, the 
Managing Shareholder has limited expertise in the design, 
construction and operation of independent power plants. There can 
be no assurance that the Managing Shareholder's prior experience 
has given it a comprehensive knowledge of the independent power 
industry sufficient enough to result in successful or profitable 
operations of the Trust or that such experience extends to all of 
the diverse areas of the independent power industry or capital 
facilities developments in which the Trust may participate.

	Projects that the Trust will operate for its own account 
will be managed under contract with the Trust by RPMC, an 
Affiliate of the Managing Shareholder. Although many of the 
officers and personnel of the Managing Shareholder also serve as 
officers and personnel of RPMC, RPMC was organized in January 
1996 and thus has only limited operating experience. Many of its 
personnel, although experienced, have been recently hired by it. 
Further, RPMC also manages the operations of Projects owned and 
operated by the Prior Programs, and is currently subject to 
substantial demands on its organizational and management 
resources. It is possible that the management of Projects to be 
acquired by the Trust would be impaired by these demands, 
although the Managing Shareholder believes that RPMC will have 
sufficient resources and experience to operate Projects for the 
Trust.

Delaware Business Trust

	The Trust has been organized as a Delaware business trust 
having limited liability of the Shareholders of the Trust. Not 
every state in which the Trust may conduct business has enacted 
legislation recognizing the limited liability provisions of the 
Delaware business trust. Accordingly, there is a risk that 
investors will not have limited liability for activities of the 
Trust in those states. Such risk is substantially, if not 
entirely, mitigated by the Trust's conducting its activities and 
holding its interest in Projects in such states through limited 
liability entities such as limited partnerships or limited 
liability companies.

Limitations on Liability of Managing
Persons to Trust

	The Declaration provides that the Trust's officers and 
agents, the Managing Shareholder, the Corporate Trustee, the 
affiliates of the Managing Shareholder and their respective 
directors, officers and agents when acting for the Managing 
Shareholder or its affiliates on behalf of the Trust 
(collectively, "Ridgewood Managing Persons") will be indemnified 
and held harmless by the Trust from any and all claims rising out 
of their management of the Trust, except for claims arising out 
of the recklessness or misconduct of such persons or a breach of 
the Declaration by such persons. Therefore, the right of an 
Investor to bring an action against any of the Ridgewood Managing 
Persons for a breach of its or his fiduciary responsibility or 
other obligations to the Trust may be limited. See also Item 12.

	The Managing Shareholder, in its capacity as a Managing 
Shareholder, will receive, after the preferences to Investors, 
20% of the distributions of the Trust. The Managing Shareholder 
will not be obligated to contribute any cash to the Trust for 
that interest, except to the extent that Trust Organizational, 
Distribution and Offering Expenses exceed the Organizational, 
Distribution and Offering Fee payable to The Managing 
Shareholder. The Managing Shareholder has purchased one full 
Investor Share as an Investor in the Trust. 

Lack of Investor Participation in Management 

	No Investor will have the right, power or authority to 
participate in the ordinary and routine management of Trust 
affairs or to exercise any control over the decisions of the 
Trust. The Managing Shareholder will have the exclusive right to 
manage, control and operate the affairs and business of the Trust 
and to make all decisions relating thereto and will have full, 
complete and exclusive discretion with respect to all such 
matters. Accordingly, Investors should be willing to entrust all 
aspects of management of the Trust to the Managing Shareholder. 
See also Item 11(b).

Limited Transferability of Shares

	Shares in the Trust are an illiquid investment. There is no 
market for the Shares, and, because there will be a limited 
number of persons who purchase Shares and significant 
restrictions on the transferability of such Shares, it is 
expected that no public market will develop. Any change in the 
status of the Shares would require compliance with multiple 
regulatory and tax requirements and consent from a Majority of 
Investors. See Items 1(c)(3) - Lack of Liquidity, 7(b) and 11(d). 
Investors will generally be prohibited from selling or 
transferring their Shares except in the circumstances permitted 
under Article 13 of the Declaration, and all such sales or 
transfers require the consent of the Managing Shareholder, which 
may withhold such approval in its sole discretion. Accordingly, 
an Investor will have no assurance that he or she can liquidate 
his investment in the Trust and must be prepared to bear the 
economic risk of the investment until the Trust is terminated and 
dissolved. 

	The Shares have not been, and are not expected to be, 
registered under the Securities Act of 1933, as amended (the 
"Act"), or any state securities law in a manner that will make 
the Shares freely transferable by purchasers under such laws and, 
therefore, cannot be resold unless they are subsequently 
registered under the Act or an exemption from such registration 
is available and subject to other limitations and conditions 
imposed by the Declaration. The provisions of Rule 144 under the 
Act would be available to Investors in connection with such 
resale, if the requirements of that rule are met, but the Trust 
has no current intention to allow transfers to be made on the 
open market pursuant to the rule. 

	The illiquidity of and other significant risks associated 
with an investment in the Trust make the ownership of Shares 
suitable only for an Investor who has substantial net worth, who 
has no need for liquidity with respect to this investment, who 
understands the risks involved, who has reviewed this 
Registration Statement and the Exhibits hereto and the risks 
involved with his or her tax, legal and investment advisors, and 
who has adequate means of providing for his or her current and 
foreseeable needs and contingencies.

Voluntary Additional Capital Contributions

	There will be no mandatory assessments of the Investors or 
the Managing Shareholder. Investors may, however, be called upon 
on a voluntary basis to make additional Capital Contributions 
after the expenditure of the Initial Capital Contributions. If an 
Investor elects not to make a requested additional Capital 
Contribution, the Managing Shareholder may determine that the 
Managing Shareholder, other Investors or other persons may do so 
or may supply loans instead, which may result in a dilution of 
that Investor's interest in the Trust. See Item 11(f).

Failure Of Trust To Perform Funding Obligations

	Although the Trust anticipates that it will be able to 
perform all of its commitments to Trust Projects, in certain 
instances there may be adverse consequences to the Trust if it 
were to fail to do so. For example, a partnership agreement or 
other instrument governing the Trust's participation in a Project 
might provide that, in the event the Trust fails to make a 
capital contribution to the partnership or particular Project as 
required under such agreement, the Trust will forfeit its entire 
interest in the partnership or Project, as the case may be.

Year 2000 Risks

     Actions being taken by the Managing Shareholder to respond 
to year 2000 remediation requirements are described at Item 2(b) 
- - Year 2000 Remediation.  There can be no assurance that those 
actions will be successful or adequate or that any additional 
year 2000 problems that exist will be discovered or remedied in 
sufficient time.  The Managing Shareholder and the Trust are also 
vulnerable to potential losses of revenue, goods or services 
caused by failures of suppliers and customers or other persons to 
remedy their year 2000 problems.



Potential Conflicts of Interest

	There are material, potential conflicts of interest involved 
in the operation of the Trust. Some examples of these potential 
conflicts include

	competing demands for management resources of the Managing 
Shareholder and RPMC;
     competing demands for allocating investment or divestiture 
opportunities among programs;
     competing demands for opportunities to sell electric power 
in competitive markets;
	conflicts between the interests of the Managing Shareholder 
and its Affiliates in receiving compensation from the Trust for 
investment activities, operating activities, and divestitures, as 
well as reimbursement for expenses, and the interests of the 
Investors;
	conflicts relating to the allocation of costs and expenses 
among programs;
	conflicts arising from the fact that the Managing 
Shareholder will not make a capital contribution in respect of 
its interest as such in the Trust and that the Investors will 
supply all of the capital of the Trust; 
	conflicts between the interests of the Trust and other 
programs sponsored by the Managing Shareholder and its Affiliates 
if those programs are co-owners of Projects with the Trust;
	conflicts as to who will supply additional capital in the 
event the Trust were to require additional contributions; 
	potential interests of the Managing Shareholder or its 
Affiliates in competing independent power or investment ventures; 
and
	the lack of independent representation of Investors in 
structuring the offering of Investor Shares and in determining 
compensation.

Material transactions between the Trust and other Programs 
sponsored by the Managing Shareholder and its affiliates must be 
reviewed and approved by the Independent Review Panel described 
below at Item 5(e).  Although the potential conflicts of interest 
described here and others cannot be eliminated, the Trust 
believes any such potential conflicts will not materially affect 
the obligation of the Managing Shareholder to act in the best 
interests of the Investors and the Trust.  

Tax Risks

	There are tax advantages associated with an investment in 
the Trust, and there are some tax risks associated with those tax 
benefits. The risks include, but are not limited to, those 
discussed below.

(A) Partnership Tax Status of Trust

	While it is the opinion of tax counsel to the Managing 
Shareholder that the Trust should be recognized as a partnership 
for federal income tax purposes, such opinion is not binding upon 
the Internal Revenue Service and no advance ruling from the 
Internal Revenue Service as to such status has been requested, 
and such a request is not contemplated. If a secondary market for 
the Trust's Investor Shares develops, the Internal Revenue 
Service, in the event it audits the Trust, might attempt to treat 
the Trust as an association taxable as a corporation. If such 
challenge were successful, the Investors would be treated as if 
they were corporate shareholders and, therefore, would not be 
entitled to deduct their proportionate share of the Trust's 
operating losses.

(B) State and Local Taxes

	Each Investor may be liable for state and local income taxes 
payable in the state or locality in which the Investor is a 
resident or doing business or in a state or locality in which the 
Trust conducts or is deemed to conduct business. Thus each 
Investor may be required to file multiple state income tax 
returns as a result of his or her investment in the Trust.

	The state of California has instituted a withholding 
requirement for distributions from organizations taxed as 
partnerships (such as the Trust and limited partnerships or 
limited liability companies used by the Trust to invest in 
Projects) to tax partners located outside California. If the 
Trust earns income in California, the portion of each 
distribution to a non-California, taxable Investor that is 
attributable to California is subject to a withholding tax of 7%, 
whether or not the Investor files a California income tax return. 
The Trust believes that other states may follow California's 
example, in which case much of the income component of 
distributions to an Investor would be subject to state 
withholding taxes. 

	Each prospective Investor is urged and expected to consult 
with his personal tax advisor with respect to the tax 
consequences connected with an investment in the Trust.

(3)  Business Plan and Development of Projects

Business Plan

	The Trust will try to invest in Projects that provide long-
term cash flows. Its investments will be structured for federal 
income tax purposes as "direct participation" investments, so 
that income, gains, losses, deductions and credits flow through 
to each Investor's personal tax return, and are subject to tax 
only once. Investors will generally have limited liability for 
the Trust's obligations and those of the Projects. See Item 
11(e).

	As deregulation of the electricity industry in the United 
States progresses, the uncertainties and the financial stresses 
that deregulation may create may have the effect of depressing 
the stock price of companies that have long-term value. 
Opportunities may arise to invest in undervalued industry 
participants or in other businesses having unique technological 
advantages. If so, the Trust may invest its Trusts in acquiring 
majority or minority equity stakes in those companies. The 
deregulation of transmission may benefit the Trust in the future 
in that deregulated transmission may give Projects in which the 
Trust participates access to customers that are not 
geographically located near the Projects. 

	Generating facilities with existing long-term contracts may 
have unique advantages for an investment by the Trust in that 
those contracts are for extended terms at rates that are often 
equal to or higher than current spot rates for electricity.  In 
limited situations, facilities without long-term power purchase 
contracts may also be attractive investments for the Trust.  
Deregulation is encouraging electric utilities to sell off many 
of their existing generating plants. In many cases, state 
regulators are requiring electric utilities to sell many of their 
plants to separate electric generating companies, so that a 
competitive market for buying and selling electricity can be 
created. In other cases, electric utilities are voluntarily 
selling their generating plants because they believe they can 
obtain power on the open market more efficiently. As a result, 
there is a large number of generating plants for sale today and 
it is expected that many more will be on the market soon. This 
tends to depress the price of all existing plants. Further, small 
electric generating plants may be less attractive purchases for 
large corporations and investment groups with large amounts of 
capital to invest, which may further depress their current 
prices. The Trust believes that these market conditions may allow 
it to acquire small independent power plants at attractive 
prices.

	Finally, the uncertainties caused by deregulation and by 
past failures of demand to meet projections have deterred 
investments in new generating capacity. Further, as a competitive 
market in generating capacity is created, market forces are 
discouraging many utilities and generators from keeping as much 
generating capacity in reserve as they did in prior years. While 
some power marketing groups are claiming that efficiencies 
created by deregulation will meet needs for additional capacity, 
many electric industry engineers and consultants have expressed 
fears that there will be shortages of generating capacity within 
the next 10 years in many areas of the United States. It should 
also be noted that as deregulation forces electricity prices 
lower, demand for electricity should rise, other things being 
equal. In addition, many nuclear-powered and conventional 
electric generating plants are coming to the end of their useful 
lives. 

	With these factors shaping the future market, a few large 
independent electric power companies and their backers have 
announced plans to build large new generating stations without 
long term power purchase contracts. They apparently think by the 
time those large investments in power plants go into operation 
(currently estimated from late 1998 through 2002) those plants 
will be needed. 

     The Trust instead will follow a diversified strategy that 
does not attempt to compete head-on with these types of 
competitors. The Trust does not intend to join in building large 
new power generating facilities without firm contracts for sale 
of the electricity, although if an attractive opportunity existed 
it would do so. In addition, the Trust believes that in many 
cases emphasis on scale and purchasing market share may lead to 
suboptimal returns.

     Instead, the Trust believes that if it economically and 
efficiently operates and maintains small generating Projects, 
those Projects will increase in value from their current somewhat 
depressed levels if reserve capacity tightens in the industry. 
The Trust will also seek to develop niche markets, to engage in 
ventures with large utilities or other participants that need its 
investments for financial or regulatory reasons or to acquire 
equity interests in undervalued companies. Where possible, the 
Trust may invest in existing Projects with long-term Power 
Contracts that are less exposed to competitive forces, or in 
Projects with regulatory or tax advantages. There can be no 
assurance, however, that these strategies will be successful or 
that the Trust will not be competitively disadvantaged by its 
relatively small size. See Item 1(c)(6)(ii) at New Generating 
Technologies and New Industry Participants and at Initial Effects 
of Trends.

	In addition, many small independent power projects have 
environmentally beneficial features. For example, some small 
independent power projects use landfill gas to power their 
generators. Instead of having the methane gas produced by rotting 
garbage flow into the atmosphere, where it may have powerful 
"greenhouse" effects that increase global warming, the methane is 
burned to produce electricity and water and carbon dioxide, which 
are less environmentally destructive. Small independent 
cogeneration power Projects can save fuel. The Trust will look 
for small Projects that have these kinds of environmental 
benefits, not only because of the benefit to the environment but 
also because it believes that its experience with these kinds of 
small Projects can make them good investments.

Advantages to Investing in Other Capital Facilities

	Environmentally beneficial independent power projects often 
have similar, non-electric power facilities related to them. For 
example, a trash-to energy power plant may have a waste transfer 
station nearby. In investigating small independent power 
projects, Ridgewood Power has found that there are other capital 
projects that are similar to independent power projects and that 
often (but not necessarily) have environmental benefits. These 
may meet the Trust's goals for investment because they are 
expected to provide long-term, reliable cash flows and have 
potential for long-term appreciation. Some of the types of 
Projects that may fit this profile include:
	Projects to convert waste fuel or biomass into useful fuels 
or chemicals;
	Projects to generate electricity or heat to process or 
destroy harmful industrial wastes;
	Projects that provide pumping power or other motive power 
more efficiently than electric or other motors;
	infrastructure facilities such as waste transfer stations; 
or 
	other types of capital projects, such as fuel plants, 
processing facilities and recycling facilities, that are expected 
to have consistent cash flows similar to those from Independent 
power projects.

Types of Projects

     The Trust intends to seek investment opportunities in the 
following types of Projects, subject to availability, pricing 
terms and other considerations. See also -Project Selection and 
Oversight.

	Cogeneration. Cogeneration provides an efficient use of the 
total energy content of a fuel source by allowing the generation 
of two or more forms of useful energy from the fuel source. When 
conventional electricity generating techniques are used, most of 
the fuel's energy content is dispersed into the environment in 
the form of heat, such as hot exhaust and condenser discharge. 
Cogeneration technology couples electrical generation to a 
process that can use the heat that would normally be wasted after 
the generation of electricity or allows the generation of 
electricity using waste heat (usually in the form of steam) from 
another activity that uses heat. Substantially all cogeneration 
Projects in which the Trust participates are expected to be 
Qualifying Facilities. Although some cogeneration Projects in 
which the Trust participates may not be Qualifying Facilities, 
the Trust intends to participate only in cogeneration Projects 
that avoid the restrictions of the Holding Company Act and most 
state regulation.

	Other Independent Power Plants. The Trust intends to also 
seek investment opportunities in Projects which produce 
electricity from the fuel and renewable energy fuel sources 
described below. Such Projects are expected to be predominantly 
Qualifying Facilities.

	Natural Gas, Oil and Coal. These fuels are used in 
conventional electric power generation plants to produce steam 
for generators, or, in the case of natural gas, to run gas 
turbines similar to jet engines.

	Biomass and Other "Waste" Fuels. Biomass and other waste 
fuels come from a variety of sources, including wastes from 
agricultural production and industrial food processing plants; 
methane gas from landfill areas; municipal solid waste and 
sewage; animal wastes; wood from logging operations, and waste 
coal from coal mining operations. Industrial wood and wood waste 
is the most prevalent form of biomass energy used by non-
utilities. The industries that produce paper, wood, and 
agricultural products are increasing their use of biomass to 
improve the efficiency of their operations and to contribute to 
their on-site energy requirements.

	Hydroelectric. Hydroelectric power, historically a source of 
relatively inexpensive and reliable energy, is generated without 
the creation of air pollutants or solid wastes as by-products. 
The Trust may make investments in existing hydroelectric power 
plants or newly-constructed hydroelectric power plants at 
existing dam or river sites that do not have such facilities. The 
Trust expects that such Projects will not generally require the 
construction of new dams. The Trust believes that it is likely 
that any hydroelectric project in which the Trust may invest 
would sell its energy output to utilities and power authorities 
rather than to an on-site direct consumer.

	Geothermal. Geothermal energy sources, which take the form 
of steam, hot water or brine, are created by the earth's internal 
heat and are typically found 5,000 to 10,000 feet beneath the 
earth's surface. The energy source is reached by drilling, and 
the hot steam or fluid is harnessed by on-site electric 
generating plants utilizing several different technologies. 
Geothermal resources are typically found in greatest quantities 
in the western United States in areas designated by the Federal 
Government as "Known Geothermal Resource Areas." Typically these 
geothermal Projects generate electric power, but, if the Project 
is sufficiently close to urban areas or an industrial user, heat 
energy in the form of hot water or steam may also be generated.

Environmental Cleanup and Remediation Projects

	The Trust may also invest in Projects which will generate 
the large amount of electricity and/or heat energy that will be 
required to power equipment designed to treat environmentally 
harmful industrial waste products and in other environmental 
cleanup and reclamation activities. Industry is under increasing 
pressure from federal, state and local legislation to develop 
alternatives to current methods of disposing of harmful 
industrial waste and/or reclaiming useful materials. Technology 
requiring large amounts of electricity and/or thermal energy has 
been developed to process certain types of industrial waste so 
that substantially all harmful materials are eliminated and 
useful materials are recovered and recycled. Such technology has 
been developed for treatment of harmful waste resulting from oil 
refining, paper manufacturing and chemical processing. Such 
Projects may or may not be Qualifying Facilities under PURPA. 
These Projects are often located on the site of the manufacturing 
activity and thus are also called "inside-the-fence" projects. 
Because in many such Projects the bulk of the power generated 
will be used or purchased on site to run the cleanup facilities, 
the Trust expects that the regulatory advantages of PURPA may be 
less critical to the success of these types of Projects. It 
should be noted, however, that PURPA's requirements for utilities 
to interconnect with Independent Power Plants can make utility 
backup power and sales of surplus power feasible.

Electricity Substitution Projects

	Certain of the Prior Programs have invested in irrigation 
service Projects in which engines provide power directly to 
irrigation pumps as a substitute for electric power purchased 
from utilities. These types of Projects, in which the Trust may 
be able to provide engine service more efficiently than the user 
can purchase electricity for producing motive power, present 
opportunities for energy efficiency comparable to those of 
independent power projects.  

Other Project Types

	Although the Trust expects that its investments will be 
largely concentrated in independent power Projects, the Trust may 
also invest a portion of its capital in other capital facilities 
that may have cash flow profiles similar to those of independent 
power Projects. These types of Projects typically would be 
structured around long-term contracts for the sale of the 
facility's output, thus giving them some of the characteristics 
of electric power plants. Some types of these facilities that the 
Trust believes would warrant further investigation include energy 
or environmental Project investments that would not be subject to 
PURPA and that would not need to rely on any of its regulatory 
advantages. Other types of such facilities could include 
processing plants for industrial or environmental purposes, or 
infrastructure facilities such as pumping and irrigation 
facilities, waste transfer stations and other facilities related 
to the efficient operation of Projects or that operate on a 
stand-alone basis.

Basic Investment Approach

	When the Trust makes investments in independent power 
Projects and in other capital Projects, it concentrates on 
smaller Projects in which it can buy at least a controlling 
equity interest (either together or with another program 
sponsored by the Managing Shareholder). Those investments should 
be small enough for the Trust to make several investments and to 
diversify its purchases. Therefore, these types of investments 
are expected to be in the range of $2 to $20 million per 
investment. Many institutional investors will not make 
investments of less than $10 to $15 million, which may reduce 
competition for the investments the Trust is focusing on. Also, 
larger companies may want to sell their smaller Projects so they 
can focus their capital and other resources on other investments. 
In some cases, electric utilities may wish to sell all or a 
portion of their interest in a Project so that they can comply 
with federal requirements limiting their investment in certain 
facilities regulated under PURPA to 50% of the equity.

	By making equity investments, the Trust often deleverages 
Projects. This decreases risk to Investors and reduces financing 
expenses for the Projects, and usually frees up funds held in 
amortization, maintenance or debt service reserves that lenders 
required. This can make more cash flow available for distribution 
to Investors and in the long term if the Trust is successful in 
improving the operating results of the Project. After a period of 
successful operation, or based on other factors, the Trust might 
conclude that the balance of returns and risks to Investors would 
be improved if a Project was leveraged. In that case, the strong 
equity position of the Trust might make such financing easier to 
obtain.

	Where possible, the Trust prefers to invest in Projects that 
are already operating to reduce development risks and delays in 
earning cash flow. If the Trust commits money to develop a 
Project, it prefers to invest in smaller Projects or Projects 
with short development periods. 

	Where possible, the Trust will seek to have operating 
control over a Project (or share operating control with another 
program sponsored by the Managing Shareholder).  The Prior 
Programs (the four prior electric power business trusts organized 
by the Managing Shareholder) now own interests in over 40 
Projects, primarily in California, New York and New England. Over 
half of these Projects (by number and by revenues) are managed by 
RPMC, which is also wholly owned by Robert E. Swanson. 

	RPMC has over 35 employees, including engineering, 
operating, accounting and legal specialists. See Item 5(g). The 
Managing Shareholder has found that hiring other participants in 
or developers of Projects to manage the Projects, or hiring third 
party managers, often leads to inefficient management and lesser 
total returns to the Trusts. Further, common management allows 
savings in fuel purchasing, cash management and personnel, 
creates incentives for efficiency over the entire portfolios of 
Projects, and allows RPMC to gain valuable operating and industry 
experience. RPMC is only reimbursed for its costs, with no profit 
factor. 

	The Trust may hire other persons to manage Projects, 
typically in cases where the Projects are small and difficult to 
manage centrally. In some cases the prior owner or developer may 
retain a significant ownership interest or insist on continuing 
to operate Projects as a condition for selling them. In those 
situations, the Trust will seek to obtain a preferred right to 
net cash flow from the Project before the other owner or 
developer is entitled to cash flow or compensation materially in 
excess of its costs. 

	The Trust will also attempt to include incentive provisions 
in any management contract that will encourage the manager or 
operator to maximize the return to the Trust. These types of 
provisions often give the manager a bonus if it exceeds 
performance targets while reducing compensation somewhat (or 
allowing the Trust to fire the manager) if the Project's 
performance does not meet specified minimums. 

	Finally, in acquiring a Project, the Trust ordinarily will 
create a subsidiary with limited liability for its owners to hold 
the Project or a small group of similar Projects. This should 
reduce the Trust's liability for its subsidiaries' operations and 
should isolate each Project to a reasonable extent from 
liabilities of other Projects. 

Investment Approach for Larger Projects

	The Trust might be able to invest in Projects larger than 
the $20 million size described above. If it participated with 
larger companies in buying or developing a Project, the Trust 
would probably buy a minority, non-control equity interest. These 
types of transactions are heavily negotiated and there is no 
typical structure for the Trust. 

	However, the Trust believes that it could be an attractive 
participant in a purchase of a larger facility, because its 
investment objective is long-term appreciation for its Investors 
and because it has ready cash for investment. The Trust thus can 
participate quickly and effectively in negotiations. Moreover, it 
can enter into complicated arrangements such as partnerships with 
special allocations of accounting earnings or tax benefits, where 
the Trust can receive cash flow while other participants are 
allocated disproportionate amounts of earnings or tax items that 
may be more valuable to them. Further, because the Trust is not 
related to any electric utilities, when it invests in a Project 
it can help any electric utility co-owners to comply with the 50% 
utility ownership limitation for certain Projects.

Investment Structure

	The Trust expects that substantially all of its investments 
will be in the form of limited partner interests in limited 
partnerships (or interests in other limited liability entities) 
organized to own the assets of a Project.  The Trust may 
alternatively structure some investments as leases of facilities 
or equipment, in which the Trust finances the acquisition of 
property for a user and in some cases provides operation or 
maintenance services. These arrangements might be employed where 
state regulatory positions inhibit or prohibit ownership of 
Projects directly by the Trust or where tax considerations 
encourage such a structure.

	In certain circumstances where appropriate, the Trust may 
enter into joint ventures or general partnerships with other 
entities for the purpose of developing and owning Projects or may 
acquire interests in the general partners of Project owners. In 
these cases, the Trust normally would become liable without limit 
for the activities and obligations of the Project. However, in 
the event it acquires such interests, the Trust expects to reduce 
exposure to these risks by all or any of the following: 
interposing a limited partnership or other limited liability 
entity between the Trust and the Project; requiring that material 
financial or other obligations of the Project be made on a non-
recourse basis; or causing the Project to obtain insurance in 
commercially reasonable amounts and scope to protect the Project 
and the Trust.

	In limited cases, a portion of the Trust's investments in 
Projects, especially those investments made before a Project 
owner applies for construction financing, might be made as loans 
carrying a rate of interest with an equity kicker, which is an 
additional equity-related interest in a Project granted to a 
lender as part of the loan transaction. Some of these loans may 
be interest-deferred loans. Equity kickers might take the form of 
an equity interest in a Project (for which the Trust would pay 
nothing or a nominal amount), a warrant to purchase an equity 
interest, or rights to convert the debt into equity.

	The Trust expects that any Project loans or investments it 
makes to Projects would be made on a non-recourse basis under 
which the other participants in the Project would not be 
responsible for the debt or investment and the Trust would be 
able to look only to the unencumbered assets of the Project for 
repayment of debt or return on investment. In some cases, the 
Trust may obtain a security interest in Project assets.  Prior to 
completion, a Project's assets are unlikely to have significant 
value as collateral for any loans made by the Trust in the event 
the Project is not completed.

	Where the Trust deems it advisable, the Trust may supply 
capital to Projects by guaranteeing Project debt, supplying 
security for loans to the Project or for the issuance of letters 
of credit to the Project or otherwise acquiring goods and 
services for the benefit of the Project. In such cases, the Trust 
will seek to structure the transaction to provide for repayment 
of the Trust's capital with an appropriate return and an Equity 
Kicker.

Goals for Returns to Investors
Timetable for Trust Investments

	The Trust purchased its first interest in a project about 
eight months after its offering of Shares began. Although the 
amount of time needed to invest all the Trusts raised varies 
significantly from program to program, the Trust estimates that 
it will substantially complete its investments between 12 and 18 
months after the offering closes.

	These time estimates for the length of the offering and the 
amount of time needed to complete buying Projects may change 
significantly depending upon the progress of the offering, the 
success of the Early Investor Incentive, the amount of funds 
raised and the availability of attractive investments. Two of the 
Prior Programs had a total of approximately $7 million of 
uninvested funds as of the date of this Registration Statement 
and one or more of them may not have invested all of their 
available funds at times after that date. As described at Item 
1(c)(2) - Potential Conflicts of Interest, the Managing 
Shareholder's policy is to present investment opportunities first 
to the earliest-organized program with available funds. 
Therefore, the Trust may have to wait until Prior Programs are 
fully invested before its funds can be applied to Project 
investments. See Item 1(c)(2) - Identifying Projects for 
additional factors that may affect the Trust's ability to invest 
funds quickly.

	Until funds from the offering of Shares are invested, they 
will be deposited in bank accounts or other short-term bank 
obligations, in securities issued by or guaranteed by the U.S. 
Government or its agencies or in money market funds or other 
funds invested in those securities.

Distributions from Operating Projects

	Until the Trust has invested in a significant amount of 
operating Projects, it generally will make distributions of 
available cash flow from interim investments and initial Projects 
quarterly to Investors. When cash flow available from operating 
Projects reaches an appropriate level, the Trust will seek to 
make monthly distributions.  The Trust anticipates doing so at or 
after the spring of 1999, but its ability to do so depends on 
whether it can promptly invest additional funds and whether the 
investments it makes will rapidly earn cash flow.  If the Trust 
invests in development projects such as those described at Item 
1(c)(4)(iii), earnings from those Projects will be delayed until 
sometime after completion of construction, the placing of the 
Project in service, and receipt of payment for output all occur.

	Distributions of available cash flow can vary depending upon 
Project operating performance, fuel prices, unexpected operating 
or administrative costs, environmental requirements, scheduled 
and unscheduled maintenance and costs of equipment, fees and 
expenses payable to outside operators or Project participants and 
Trust operating costs and liabilities. 

	Subject to the other factors described in this Registration 
Statement on Form 10, the Trust's primary goal is to provide 
Investors with annual distributions of net cash flow, as defined 
in the Declaration of Trust, of 14% of their Capital 
Contributions to the Trust.  Because the Trust's policy is to 
distribute net cash flow, a substantial portion of many 
distributions will include funds that represent depreciation and 
amortization charges against assets.  Occasionally, distributions 
may include funds derived from the release of operating or debt 
service reserves or proceeds of sales of Projects.  A secondary 
goal is to provide a capital appreciation opportunity for 
Investors, both by investing in assets with appreciation 
potential and by positioning itself for a future public offering, 
merger or other corporate event.  For purposes of generally 
accepted accounting principles, amounts of distributions in 
excess of income may be considered to be capital in nature, even 
though the Trust is organized to return net cash flow rather than 
income to Investors.

	Under current law and conditions independent power projects 
have a relatively assured source of revenues for the length of 
their power purchase contracts.  But see the factors described at 
Item 1(c)(2) - Threats to Power Contracts and Other Aspects of 
Power Contracts.  When those contracts expire or terminate, or if 
the independent power projects do not have fixed or formula price 
contracts, the cash flow prospects for the Projects will depend 
on market conditions and are not predictable at this time. 

Sale or Disposition of Projects

	The Trust's business plan is not currently geared toward 
selling or otherwise disposing of Projects before the expiration 
or termination of existing power purchase contracts. The Trust 
believes that at or before the termination of those contracts 
there may be opportunities to sell or otherwise dispose of 
Projects at a positive return for Investors and two Prior 
Programs have done so. However, any estimate at this time of 
potential returns is speculative. 

Lack of Liquidity

	Under current federal income tax law, because the Trust has 
more than 500 Investors and if a market is allowed to develop for 
its Shares, it will lose its status as a "direct participation 
program" (allowing income and gains to be taxed only once, on the 
Investors' tax returns rather than twice at the Trust level and 
at the Investor level). Therefore, even after federal and state 
securities law restrictions on sale of Shares by Investors 
expire, the Trust cannot permit any substantial market for Shares 
to develop. As a result, Shares in the Trust would continue to be 
highly illiquid investments.  See also Item 9(a) as to the 
possibility of a conversion of the Trust into a publicly traded 
vehicle.

	The Trust will seek to make the Investor Shares more liquid 
as described below at Item 9(a), but there can be no assurance 
that it can do so. Even if the Trust succeeds in increasing the 
liquidity of the Shares, there is no assurance that the Investor 
Shares will increase in value or not fall in value, or that there 
will be a market for the Investor Shares at the time an Investor 
wants to sell them. 

Potential Investments

     The Managing Shareholder anticipates that the Trust will 
review and enter into preliminary investigations or indications 
of interest for a significant number of potential investments 
that in fact the Trust will decline to pursue or that will not be 
available for the Trust to invest in. This is a necessary part of 
the process of winnowing potential investments to those that the 
Managing Shareholder believes are the most advantageous for the 
Trust. Thus, the identification of any potential investment is 
not an assurance that the Trust will acquire the investment or 
that it will even enter into negotiations to effect the purchase. 
Further, in the Managing Shareholder's experience, as a result of 
investigations of the investment and the process of negotiating 
an acquisition, the terms of the transaction tend to change 
frequently and unpredictably. There is no assurance that any 
proposed investment or any variant will occur, that the terms of 
the investment will be the same or similar to those proposed by 
any party from time to time or that any investment will be 
economically advantageous to the Trust. Investors must be aware 
that the final terms and conditions of the transaction may differ 
from those described in this Registration Statement or elsewhere.

Project Selection and Oversight

	The Trust investigates and evaluates proposals to 
participate in a Project through a variety of means, including, 
without limitation, inquiries and analysis by the Managing 
Shareholder, contacts with participants in the independent power 
industry and the engagement of engineering, legal, investment 
banking and other professional consultants. See Management.

	The following is a typical list of the elements which the 
Trust would seek to evaluate for a potential Project:
	Project economics
	Quality of Project sponsors
	Prior experience and success rate of Project sponsors
	Size of Project
	Specific market requirement for power
	Power Contract, applicable tariffs for power supply or 
similar payment arrangements
	Fuel supply agreements and other power sources
	Creditworthiness of customers
     Quality of engineering
	Engineering report and analysis
	Site agreement
	Permit requirements and quality of permits
	Relevant regulatory issues
	Legal issues
	Equipment and technology
	Project development costs and prior cost experience of 
Project sponsors
	Quality of construction contractor
	Construction and performance testing agreements 
	Availability of fuel and quality of fuel suppliers
	Quality of operator and maintenance contractor
	Operation and maintenance agreement
	Historical operating data
	Financial structure
	Environmental and regulatory compliance.

	The Trust will rely on the Managing Shareholder and 
consultants and advisors to evaluate these elements, to review 
proposals for additional development or financing as required, to 
review proposals to sell the Trust's Properties in the future, to 
consider liquidity alternatives and otherwise to represent the 
Trust's interests. 

Insurance

	The Projects and Project development companies in which the 
Trust may participate will seek to obtain hazard, property, 
general liability, boiler and machinery and other insurance in 
commercially reasonable amounts to cover the Projects, as well as 
general liability and similar coverage for the Trust's business 
operations. Such insurance does not cover liability for 
securities-related matters. There can be no assurance, however, 
that insurance on the Projects will be adequate in scope or 
amount to protect the Trust from material losses related to the 
Projects. In particular, coverage for environmental risks is 
difficult to obtain in desirable amounts and scope. 

(4)  The Trust's Investments.

(i)  Maine Hydro Projects

     On December 23, 1996, the Trust purchased from Consolidated 
Hydro, Inc. a 50% interest in 14 small hydroelectric projects 
located in Maine. In order to increase diversification of the 
Trust's investments, the remaining 50% interest was purchased by 
Ridgewood Power IV, a similar investment program organized in 
1995 by the Managing Shareholder.  Each Trust paid approximately 
$6,700,000 for its interest  The jointly owned partnership that 
acquired the Project also assumed a lease obligation in the 
amount of $1,005,000.  The partnership was credited with all 
income relating to the projects from July 1, 1996 to the closing 
date and the seller was credited with interest on the purchase 
price at annual rates of 6% to 8.5% 
during that period.  

     The 14 hydroelectric projects have an aggregate rated 
capacity of 11.3 megawatts.  All electricity generated by the 
projects over and above their own requirements is sold to either 
Central Maine Power Company or Bangor Hydro-electric Company 
under long-term power purchase contracts.  Eleven of the 
contracts expire at the end of 2008 and the remaining three 
expire in 2007, 2014 and 2017.  

     The Trust's net equity in the income of the Maine Hydro 
Projects for 1997 was $521,000.

     The Trusts have entered into a five year operating and 
maintenance agreement with Consolidated Hydro, Inc. under which a 
subsidiary of Consolidated Hydro will manage and administer the 
projects for a fixed annual fee of $307,500 (adjusted upwards for 
inflation), plus an annual incentive fee equal to 50% of the 
excess of aggregate net cash flow over a target amount of $1.875 
million per year.  The maximum incentive fee is $112,500 per 
year; to the extent the annual net cash flow exceeds $2.1 
million, the excess will be carried forward to future years; to 
the extent that the annual net cash flow is less than $1.875 
million, the deficit will be carried forward to future years.  In 
addition, the operator will be reimbursed for certain operating 
and maintenance expenses.  In 1997, the operator was paid a total 
of $429,000 for operating and incentive fees.

(ii) Maine Biomass Projects

     On July 1, 1997, the Trust and Ridgewood Power IV purchased 
a preferred membership interest in Indeck Maine Energy, L.L.C., 
an Illinois limited liability company ("Indeck Maine") that owns 
two electric power generating stations fueled by waste wood at 
West Enfield and at Jonesboro, Maine.  The Trust and Ridgewood 
Power IV purchased the interest through a limited liability 
company owned equally by each.  The Trust's share of the purchase
price was $7,298,000 and Ridgewood Power IV provided an equal 
amount of the total purchase price.

     The original members of Indeck Maine, who continue as equity
members subject to the preferred membership interest, are seven 
individuals.  In connection with the transaction, Indeck Maine 
distributed $9,143,000 of the purchase price to its original 
members.  The preferred membership interest entitles the Trust 
and Ridgewood Power IV to receive all net cash flow from 
operations each year until they receive a 18% annual cumulative 
return on their capital contributions to Indeck Maine.  Any 
additional net operating cash flow in that year is paid to the 
remaining Indeck Maine members until the total paid to them 
equals the amount of the 18% preferred return for that year, 
without cumulation.  Any remaining net operating cash flow for 
the year is payable 25% to the Trust and Ridgewood Power IV 
together and 75% to the other Indeck Maine members unless the 
Trust and Ridgewood Power IV recover their capital contributions 
from proceeds of a capital event.  Thereafter, these percentages 
change to 50% each.  All non-operating cash flow, such as 
proceeds of capital events, is divided equally between (a) the 
Trust and Ridgewood Power IV and (b) the remaining Indeck Maine 
members.

     Under its amended operating agreement, the original Indeck 
Maine members designate a majority of the managers of Indeck 
Maine and thus have management control, although approval of the 
Trust and Ridgewood Power IV jointly is required for many 
significant decisions.  If the Trust and Ridgewood Power IV do 
not receive annual distributions at least equal to the 18% 
preferred return requirement or if Indeck Maine after a cure 
period fails to make distributions to them in accordance with the 
operating agreement, they have the right to designate a majority 
of the managers of Indeck Maine.  The other Indeck Maine members 
may regain control if Indeck  Maine satisfies the cumulative 
preferred return requirement within the next five calendar 
quarters.  Indeck Operations, Inc., an affiliate of the original 
Indeck Maine members, currently manages  the plant under a 
renewable agreement and is reimbursed for its costs.  In 
addition, the three managers nominated by the original Indeck 
Maine members will receive aggregate annual fees of $300,000 and 
certain other fees are payable to Indeck Maine affiliates.  The 
management agreement may be terminated on notice if the Trust and 
Ridgewood Power IV obtain the right to designate a majority of 
the managers of Indeck Maine.  The Trust anticipates that it and 
Ridgewood Power IV will have the right to do so and to terminate 
the management agreement at the end of 1998, at which time it 
anticipates that RPMC will assume management of the projects.  
Each of the projects has a 24.5 megawatt rated capacity and uses 
steam turbines to generate electricity.  The fuel is waste wood 
chips, bark, brush and similar biomass.  Both projects are 
Qualifying Facilities.  

     The Indeck Maine projects operated for five months in 1997 
selling electricity to participants in the New England Power Pool 
or to Bangor Hydro-electric Company on monthly contracts.  The 
contracts were not renewed in 1998 and the projects were shut 
down in January 1998.  Later in January 1998, during a severe ice 
storm, local officials requested an emergency restart of the 
projects.  A dispute ensued between Bangor Hydro-electric Company 
and the Indeck Maine projects, caused by the high costs of 
restarting the plants on an emergency basis.  Bangor 
Hydroelectric Company accused the projects of price-gouging in 
the emergency.  Indeck Maine responded that Bangor Hydro-electric 
was distorting the facts to divert attention from other matters 
and that it would sell the emergency energy at cost.  The matter 
is being informally reviewed by the Maine Attorney General's 
office, and no action has been taken to date.  The Trust does not 
anticipate any material adverse effect from the dispute, but 
there can be no assurance that an adverse effect will not occur.

     The cost to the owners of Indeck Maine for maintaining the 
facilities in operable condition and for fixed costs such as 
taxes and insurance is approximately $100,000 per month for both 
projects, which is being funded 25% by the Trust, 25% by 
Ridgewood Power IV and 50% by the other Indeck Maine owners.

     Beginning in April 1998, ISO-New England, Inc. (the "ISO"), 
an independent, non-profit organization in which Indeck Maine and 
substantially all generators and distribution utilities in New 
England are members, began an auction process as part of the 
deregulation of the New England electricity market.  See Item 
1(c)(6) --Trends in the Electric Utility and Independent Power 
Industries, for an explanation of the deregulatory process.  The 
first commodity to be auctioned is "installed capability," a 
measurement of the rated ability of a generating plant to create 
electric power.  Plants are credited with installed capability 
whether or not they run.  For an additional discussion of 
installed capability and other concepts related to electricity 
pricing, see (5) - Project Operation, below.  Beginning April 1, 
1998 each distribution utility that is a member of the ISO must 
own or purchase installed capability on a monthly basis that at 
least equals its expected load for the month (the maximum amount 
of power that its customers may demand) plus mandated reserves.  
Generating facilities may enter into contracts to sell installed 
capability or may auction it through the ISO.  

     The Maine Biomass plants have sold installed capability for 
April 1998 under contract to a distribution utility and expect to 
sell installed capability for the rest of 1998 either through 
short or long-term contracts or the auction process. 
The ISO has announced that later in 1998 and 1999, it will add 
additional commodities to the auction process, such as operating 
capability (the amount of power that can be delivered by 
generating plants that are operating or can be placed in 
operation on short notice) and energy (the actual energy 
delivered by operating plants).  The Trust hopes that the prices 
for energy or operating capability during the remainder of 
1998, either through the auction process or through short-term or 
long-term contracts, will be sufficient to allow the plants to be 
restarted and operate.

     The Trust believes that as utilities sell off generating 
assets, as state regulators require purchase of "renewable power" 
as described further at Item 1(c)(6)(ii) - Trends in the Electric 
Utility and Independent Power Industries - Maine Biomass and 
"Merchant Power Plants" - Renewable Power and as the market in 
New England for generation becomes more competitive, the Maine 
Biomass Projects will be able to sell their future output 
profitably.  However, there can be no assurance that they can do 
so consistently and earn a satisfactory return in the rapidly 
deregulating electricity industry.  See generally Item 
1(c)(6)(ii) for further discussion of the opportunities and 
problems related to the deregulated industry.

     Neither Indeck Maine, its original members nor Indeck
Operations, Inc. is affiliated with or has any material
relationship with the Trust, Ridgewood Power IV, their Managing
Shareholder or their affiliates, directors, officers or
associates of their directors and officers.  The sales price
and the terms of the acquisition were determined in arm's
length negotiations between the Managing Shareholder of the
Trust and representatives of the original Indeck Maine
members.  The source of the Trust's funds was proceeds of its
private placement offering of Investor Shares.

     The Trust's net equity in the losses of the Maine Biomass 
Projects for 1997 was $680,000.

(iii)  Proposed Investments.

     In January 1998 the Managing Shareholder executed a letter 
of intent under which the Trust and Ridgewood Power IV would 
invest up to $32.3 million collectively in 17 small landfill-gas 
fueled generating plants being developed by NEO Corporation, a 
subsidiary of NRG Energy, Inc., of Minneapolis, Minnesota.  The 
plants are to be located at public landfills in California, 
Washington, New Jersey, New York, Massachusetts, Virginia and 
Florida and range in capacity from .9 Megawatt to 20 Megawatts.  
As currently contemplated, Ridgewood Power IV would first invest 
up to $9 million of its funds in a limited liability company and 
the Trust would invest the remaining $23 million.  As projects 
were completed and received long-term debt financing from a bank 
financing source, the limited liability company would advance 
equity funds to the operating company and would receive a 
preferred right to distributions from the operating company and 
approximately a 50% interest on dissolution.  The funds invested 
by the limited liability company would come first from the 
Trust's contribution and then from Ridgewood Power IV's 
contribution.  Unexpended funds would be returned to the Trust 
providing them.  As of the date of this Registration Statement, 
the Trust has not entered into a definitive agreement and has not 
invested any funds in the venture (although it has made 
expenditures for due diligence, engineering and legal services 
for its own account), but it expects to enter into an agreement 
to do so by the end of May.  At completion of the investment 
process (expected by November 1998) the Trust and Ridgewood Power 
IV would have undivided interests in each plant in proportion to 
their net capital contributions to the limited liability company.

     The Trust is also participating in the development of and 
may operate an approximately 20 Megawatt capacity cogeneration 
station at the INCEHSA cement works in Comayagua, Honduras.  A 
letter of intent to do so is pending.  The estimated cost of the 
Project is $24 million, of which the Trust might fund up to $15 
million. Completion is scheduled for first quarter 1999. 
Financing extended by equipment suppliers is expected to cover 
the remaining cost.  At this point, only preliminary work is 
being funded and there can be no assurance that the final 
investment, if any, will be on the terms described.  As of March 
31, 1998, a total of $292,000 had been expended by the Trust for 
due diligence and a small amount of development expenses.

     The Trust is actively seeking additional Projects for 
investment, either by itself or in conjunction with other 
programs sponsored by the Managing Shareholder if such programs 
are authorized to do so. 

     If the Trust and another program with similar investment 
objectives have funds available at the same time for investment 
in the same or similar Projects, and a conflict of interest thus 
arises as to which program will make the investment, the Managing 
Shareholder will review the investment portfolio of each program.  
It will make the investment decision on the basis of such 
factors, among others, as the effects of the investment on the 
diversification of each program's portfolio, potential 
alternative investments, the effects investment by either program 
would have on the program's risk-return profile, the estimated 
tax effects of the investment on each program, the amount of 
funds available and the length of time those funds have been 
available for investment.  If more than one program has funds 
available for investment and the factors discussed above and 
other considerations indicate that the Project has approximately 
equal benefit for each program, the Managing Shareholder will 
generally allocate the opportunity to each program in order of 
its organization date.  In that event, the Managing Shareholder 
will cause the oldest program to commit all of its reasonably 
available funds to that opportunity; if those funds are 
insufficient, the remainder of the opportunity will be offered to 
each successive program with reasonably available funds until the 
investment opportunity is exhausted.  A similar process would be 
followed for divestiture opportunities or competitive electricity 
sales.  

     An additional conflict could arise where the entities make 
investments in different forms, which would be the case where one 
entity's investment took the form of equity and the other's took 
the form of debt.  Although it anticipates that this situation is 
unlikely to arise, the Managing Shareholder, if practicable, 
would attempt to resolve any conflict of this type by reference 
to the terms negotiated by other debt or equity participants in 
the relevant Project or similar Projects.  Although the Managing 
Shareholder believes these practices may reduce potential 
conflicts of interest of this type, there can be no assurance 
that the interests of the entities will not diverge.  

(5)  Project Operation.

     The Maine Hydro Projects are Qualifying Facilities under 
PURPA and have entered into long-term Power Contracts with their 
local distribution utilities.  Under the Power Contracts for the 
Maine Hydro Projects, the local utilities are obligated to 
purchase the entire output of the Projects (up to rated levels)at 
formula prices. 

     The Maine Hydro Projects are licensed or operated as "run-
of-river" facilities, which means that the amount of water 
passing through the turbines is directly dependent upon the 
fluctuating level of flow of the river or stream.  The Projects 
have a very limited ability to store water during high flows for 
use at low flow periods.  As a result, these Projects are unable 
to earn capacity payments and are often unable to produce high 
output in the peak summer and winter months when spot electricity 
rates are highest.  Instead, they produce electric energy and 
sell it as generated at the fixed rates provided in the Power 
Contracts.  No separate payments are made for capacity or 
capability.  

     The Maine Biomass Projects do not have long-term Power 
Contracts and will be selling their capability and output 
competitively.  The Projects have sold all their installed 
capability (approximating 49.5 megawatts) under one month 
contracts for April 1998 at an average price of $2,330 per 
megawatt of capability and are entertaining offers for May 1998 
and future months.

     The Trust's decisions to purchase Projects in New England 
have been driven in part by the relatively high prices paid for 
energy in the region and a shortage of generating capacity caused 
in large part by the forced shutdown of four large nuclear power 
plants owned by Northeast Utilities, Inc. and other utilities for 
regulatory and safety violations.  See the discussion at Items 
1(c)(6) - Trends in the Electric Utility and Independent Power 
Industries and 1(c)(7) - Competition below for information 
regarding proposed capacity additions and cost factors that may 
offset that shortage.

     Customers of Projects that accounted for more than 10% of 
annual revenues from operating sources to the Trust in each of 
the last two fiscal years are:




                                    Calendar year 
                                 1997          1996        

                                                 
Central Maine Power Company       80%         
 (Maine Hydro Projects)
Bangor Hydro-electric Co.         20%        
 (Maine Hydro Projects)


Estimated.
Not meaningful.  Trust owned Maine Hydro Projects only 
for period from December 23 -December 31, 1996.



     The major costs of a Project while in operation will be debt 
service (if applicable), fuel, taxes, maintenance and operating 
labor.  The ability to reduce operating interruptions and to have 
a Project's capacity available at times of peak demand are 
critical to the profitability of a Project.  Accordingly, skilled 
management is a major factor in the Trust's business.  

     The Maine Hydro Projects are managed by their former owner, 
Consolidated Hydro, Inc., which owns other hydroelectric 
facilities in the region, and the Maine Biomass Plants are 
currently managed by their former owner, Indeck Maine.

     Electricity produced by a Project is typically delivered to 
the purchaser through transmission lines which are built to 
interconnect with the utility's existing power grid, or in the 
case of the Maine Biomass Projects, via utility lines to the 
ISO's transmission facilities.

     The overall demand for electrical energy is somewhat 
seasonal, with demand usually peaking in the summertime as a 
result of the increased use of air conditioning.  As described 
above, peak periods in New England generally are limited to 
daytime and evening hours in the summer months (with a smaller 
peak in Maine for light and heating during the winter) and power 
prices are significantly higher during those periods.

     The technology involved in conventional power plant 
construction and operations as well as electric and heat energy 
transfers and sales is widely known throughout the world.  There 
are usually a variety of vendors seeking to supply the necessary 
equipment for any Project.  So far as the Trust is aware, there 
are no limitations or restrictions on the availability of any of 
the components which would be necessary to complete construction 
and commence operations of any Project.  Generally, working 
capital requirements are not a significant item in the 
independent power industry.  The cost of maintaining adequate 
supplies of fuel is usually the most significant factor in 
determining working capital needs.

     The Maine Hydro Projects owned by the Trust use 
hydroelectric energy and are not subject to fuel price changes or 
supply interruptions.  Because the Maine Hydro Projects are "run-
of-river" hydroelectric plants, their output is dependent upon 
rainfall and snowfall in the areas above the dams and output has 
varied in the range of 30% over or 25% below the average output 
from 1987 through 1997.  Output is generally lowest in the summer  
months and in the winter and highest in the spring and fall.

     The Maine Biomass Projects burn wood waste, including brush 
and chips from woodcutting or processing of raw wood at paper 
mills or sawmills.  The price of wood waste fluctuates and is a 
primary determinant of whether the Projects can run profitably or 
not.  The major causes of the fluctuation are changes in 
woodcutting or wood processing volumes caused by general economic 
conditions, increases in the use of wood waste by paper mills for 
their own cogeneration plants, changes in demand from competing 
generating plants using wood waste or paper mill refuse and 
weather conditions.  The cost of wood waste is currently 
significantly in excess of that anticipated at the time the Maine 
Biomass Projects were purchased and the plants were unable to run 
profitably during the winter of 1997-1998.  It is not possible to 
determine whether this cost will jeopardize long-term 
profitability of the plants until the new competitive wholesale 
market for electric energy begins (expected no earlier than late 
1998) and revenues can be estimated.

     In order to commence operations, most Projects require a 
variety of permits, including zoning and environmental permits.  
Inability to obtain such permits will likely mean that a Project 
will not be able to commence operations, and even if obtained, 
such permits must usually be kept in force in order for the 
Project to continue its operations.  

     Compliance with environmental laws is also a material factor 
in the independent power industry.  The Trust believes that 
capital expenditures for and other costs of environmental 
protection have not materially disadvantaged its activities 
relative to other competitors and will not do so in the future.  
Although the capital costs and other expenses of environmental 
protection may constitute a significant portion of the costs of a 
Project, the Trust believes that those costs as imposed by 
current laws and regulations have been and will continue to be 
largely incorporated into the prices of its investments and that 
it accordingly has adjusted its investment program so as to 
minimize material adverse effects.  If future environmental 
standards require that a Project spend increased amounts for 
compliance, such increased expenditures could have an adverse 
effect on the Trust to the extent it is a holder of such 
Project's equity securities.

     Of the 14 Maine Hydro Projects, six operate under existing 
hydroelectric project licenses from the Federal Energy Regulatory 
Commission ("FERC") and two have license applications pending.  
Changes to the six other, unlicensed Projects (which are 
currently exempt from licensing) may trigger a requirement for 
FERC licensing.  FERC licensing requirements have become 
progressively more stringent and often require that output of a 
Project that is being licensed or relicensed be restricted in 
order to allow a more natural flow of water, that archaeological 
and historical surveys be undertaken, that public access to 
waterways be provided (sometimes requiring purchase of property 
rights by the hydroelectric licensee) and that various site 
improvements be made.  These requirements can materially impair a 
project's profitability.  See Item 1(c)(8) - Business - Narrative 
Description of Business - Regulatory Matters.

(6) Trends in the Electric Utility and Independent Power 
Industries

	There are numerous references for further information on the 
electric power industry. Interested persons may particularly wish 
to refer to the U.S. Department of Energy's Annual Energy 
Outlooks and special studies, prepared by the department's Energy 
Information Administration (the "EIA"). Much of this information 
is available on EIA's World Wide Web site at 
http://www.eia.doe.gov under the "Electric" heading. Neither the 
Department of Energy nor EIA nor any other agency of the United 
States Government has endorsed or approved the Trust or the 
Investor Shares and the Trust takes no responsibility for the 
preparation or content of the Department of Energy's 
publications.

	(i)  Qualifying Facilities with long-term Power Contracts

	The Trust is somewhat insulated from recent deregulatory 
trends in the electric industry because the Maine 
Hydro Projects are Qualifying Facilities with long-term formula-
price Power Contracts.  Each Power Contract now provides for 
rates in excess of current short-term rates for purchased power. 
There has been speculation that in the course of deregulating the 
electric power industry, federal or state regulators or utilities 
would attempt to invalidate these power purchase contracts as a 
means of causing owners of independent power plants to bear some 
of the costs of deregulation.  Further, there are federal 
constitutional provisions restricting actions to impair existing 
contracts.

     To date, the Federal Energy Regulatory Commission and state 
authorities have ruled that existing Power Contracts will not be 
affected by their deregulation initiatives.  The regulators have 
so far rejected the requests of a few utilities to invalidate 
existing Power Contracts. Instead, most state plans for 
deregulation of the electric power industry (including those in 
Maine) treat the value of long-term Power Contracts that are 
above current and anticipated market prices as "stranded costs" 
of the utilities.  The utilities are to be allowed to recover 
those costs during a transition period.  This is typically done 
by imposing a transition fee or surcharge on rates that is paid 
to the utility. 

     No material action has yet been taken by federal or state 
legislators to date to impair independent power projects' 
existing power sales contracts, and.  There can not be any 
assurance, however, that the rapid changes occurring in the 
industry and the economy as a whole would not cause regulators or 
legislative bodies to attempt to change the regulatory structure 
in ways harmful to Independent Power Projects or to attempt to 
impair existing contracts.  In particular, some regulatory 
agencies have urged utilities to construe Power Contracts 
strictly and have required utilities to police independent power 
projects' compliance with those Power Contracts (and in 
California, fuel supply contracts) vigorously.  

     Predicting the consequences of any legislative or regulatory 
action is inherently speculative and the effects of any action 
proposed or effected in the future may harm or help the Trust.  
Because of the consistent position of the regulatory authorities 
to date and the other factors discussed here, the Trust believes 
that so long as it performs its obligations under the Power 
Contracts, it will be entitled to the benefits of the contracts.   

     In recent years, many electric utilities have attempted to 
exploit all possible means of terminating Power Contracts with 
independent power projects, including requests to regulatory 
agencies and alleging violations of even immaterial terms of the 
Power Contracts as justification for terminating those contracts. 
If such an attempt were to be made, the Trust might face material 
costs in contesting those utility actions.  Other utilities have 
from time to time made offers to purchase and terminate Power 
Contracts for lump sums. No such offer has been suggested or made 
to the Trust, although the Trust would entertain such an offer.

     Finally, the Power Contracts are subject to modification or 
rejection in the event that the utility purchaser enters 
bankruptcy.  There can be no assurance that the utility purchaser 
will stay out of bankruptcy.

     After the Power Contracts for the Maine Hydro Projects 
expire at varying times from 2008 to 2017 or those contracts 
terminate for other reasons, those Projects under currently 
anticipated conditions would be free to sell their output on the 
competitive electric supply market, either in spot, auction or 
short-term arrangements or under long-term contracts if those 
Power Contracts could be obtained.  There is no assurance that 
the Projects could then sell their output or do so profitably.  
The Maine Hydro Projects may have diseconomies of small scale 
and, because they are run-of-river projects, they cannot commit 
to producing fixed amounts of electricity on schedule.  This 
might significantly restrict demand for their output after their 
Power Contracts terminate.  The Trust is unable to anticipate 
whether the Maine Hydro Projects would have cost disadvantages or 
advantages after their Power Contracts expire.  It is thus 
impossible to predict the profitability of those Projects after 
termination of the Power Contracts.  

	(ii)  Maine Biomass and "Merchant Power Plants"

	The Maine Biomass Projects do not have long-term Power 
Contracts and are exposed to the newly-deregulating market for 
electricity generation.  Those Projects and other similar plants 
without long-term Power Contracts that the Trust may acquire are 
sometimes described as "merchant power plants" because they sell 
their output on the open market.  As a consequence of federal and 
state moves to deregulate large areas of the electric power 
industry and the existence, spurred by PURPA, of private 
competitors to electric utilities in the market for generating 
electricity, a number of interrelated trends are occurring that 
will affect merchant power plants. 

Continued Deregulation of the Generating Market

	The Comprehensive Energy Policy Act of 1992 (the "1992 
Energy Act") encourages electric utilities to expand their 
wholesale generating capacity by removing some, but not all, of 
the limitations on their ownership of new generating facilities 
that qualify as "exempt wholesale generators" ("EWG's") and on 
their ability to participate in merchant power plants.  Many 
state electric utility regulators are considering plans to 
further encourage investment in wholesale generators and to 
facilitate utility decisions to spin off or divest generating 
capacity from the transmission or distribution businesses of the 
utilities. As a result, merchant power plants in the future will 
face competition not only from other independent power plants 
seeking to sell electricity on a wholesale basis but also from 
EWG's, electric utilities with excess capacity and independent 
generators spun off or otherwise separated from their parent 
utilities. 

Wholesale-level Access to Transmission Capacity

	Without access to transmission capacity, an independent 
power plant or other wholesale generator can only sell to the 
local electric utility or to a facility on which it is located 
(or, in some states, which adjoins its location). The most 
important changes occurring in the electric power industry are 
the efforts of FERC to compel utilities and power pools to 
provide nationwide access to transmission facilities to all 
wholesale power generators. When combined with the increased 
competition in the generating area, this is likely to create an 
electricity supply market that may profoundly change the 
operations of electric utilities, consumers and independent power 
plants.

	The 1992 Energy Act empowered FERC to require electric 
utilities and power pools to transmit electric power generated by 
other wholesale generators to wholesale customers. This process 
is referred to as "wheeling" the electric power. Essentially, the 
generator contributes power to a utility or power pool and is 
credited with that contribution, and the utility or power pool 
serving the wholesale customer makes available that amount of 
electric power to the customer and debits the generator. Wheeling 
is effected between power pools on a similar basis. 

	On April 24, 1996 the Federal Energy Regulatory Commission 
adopted Order 888, which requires electric utilities and power 
pools to provide wholesale transmission facilities and 
information to all power producers on the same terms, and 
endorses the recovery by utilities of uneconomic capital costs 
from wholesale customers who change suppliers. The utilities 
would also be required to furnish ancillary services, such as 
scheduling, load dispatch, and system protection, as needed. 
These rights, however, would apply only to sales of new electric 
power over and above existing utility supply arrangements.  Non-
utility wholesale deliveries of electricity have grown vigorously 
and according to the EIA have grown at the rate of 21% per year 
in the ten years from 1986 to 1996.

   	The Maine Biomass Projects are dependent on wheeling power 
in order to sell their capacity or energy to purchasers other 
than Bangor Hydro-electric Company.  Currently, they access the 
ISO's facilities through transmission lines owned by Bangor 
Hydroelectric Company and would pay material tariff charges for 
transmitting energy to the ISO's lines.  Indeck Maine and the 
Trust are pursuing regulatory and engineering measures to either 
have the Bangor Hydro-Electric lines reclassified as ISO 
facilities (which would greatly reduce transmission costs) or to 
connect directly to ISO facilities.  It may be possible for the 
Penobscot Project (which is located approximately 1.5 miles from
the ISO's nearest transmission facility) to have its current link 
redesignated as an ISO facility or to be directly connected 
to ISO facilities by the end of 1998.  The Trust anticipates 
significant opposition from competing utilities that are also 
members of the ISO for its applications.  The Jonesboro Project, 
which is currently located approximately 35 miles from the
nearest ISO transmission facility and which uses Bangor
Hydro-electric Company facilities to link with the ISO, may 
not be able to obtain direct access to the ISO at an economic 
cost under current conditions.  If it were to operate and 
transmit its energy over Bangor Hydro-electric's lines, the costs 
of transmission under current tariffs would seriously impair 
the Project's anticipated operating margin and might render 
operation inadvisable or unprofitable.

	Order 888 takes no action to modify existing Power 
Contracts. The order intends to create a competitive national 
market in electricity generation and thus may create additional 
pressure on electric utilities to seek changes to long-term power 
purchase contracts, as described further below.  State public 
utility regulatory agencies must also review and approve certain 
aspects of wholesale power deregulation, and those agencies are 
currently holding proceedings and making determinations.
 
	In addition to the FERC order or other Congressional or 
regulatory actions that may result in freer access to 
transmission capacity, agreements with Canada, and to a lesser 
extent with Mexico, are leading toward access for those 
countries' generators to U.S. markets. In particular, certain 
Canadian suppliers, such as HydroQuebec (the Quebec provincial 
utility) are already offering substantial amounts of electricity 
in New England, and more may be offered if sufficient 
generation or transmission capacity can be approved and built.  
These agreements may also afford access to those countries' 
markets in the future for independent power plants. As a result, 
there is the possibility that a North American wholesale market 
will develop for electricity, with additional competitive 
pressures on U.S. generators.

Retail-level Competition

	An even more radical prospect for the electric power 
industry is retail-level competition, in which generators would 
be allowed to sell directly to customers by using (and paying a 
fee for) the local utility's distribution facilities. Retail-
level competition presupposes the ability to wheel power in the 
appropriate amounts at economic costs from the generating plant 
to the electric utility whose wires link to the retail customer 
(typically a large industrial, commercial or governmental unit) 
and the ability to use the local utility's facilities to deliver 
the electricity to the customer. In addition to the business and 
regulatory issues arising from wholesale wheeling, retail-level 
competition raises fundamental concerns as to the ability of 
utilities to recover stranded costs at the generating and 
distribution levels, the possibility that smaller customers will 
have less ability to demand pricing concessions, incentives for 
governmental agencies to act as intermediaries for consumers and 
the functions of state-level regulatory agencies in a price-
competitive environment which may be inconsistent with their 
traditional price-setting and service-prescribing roles. 

	Although retail deregulation is being implemented currently 
on a state-by-state basis, there are some common elements which 
are expected to be included in the Maine and Massachusetts 
deregulation plans.  First, most deregulating states will require 
that local utilities will be the "suppliers of last resort," 
which are required to serve any customers in their existing 
territories who do not purchase generated electricity from 
another source and which are required to obtain adequate 
generating capacity to meet those needs.  Second, most 
deregulating states are requiring that utilities and other 
suppliers of electricity work through "independent system 
operators" such as the ISO, which coordinate purchase, 
transmission and sale of electricity between generators and 
distribution utilities. Independent system operators will have 
significant responsibility for supply reliability. 

	Third, most deregulating states are requiring that utilities 
be compensated for stranded costs (which include long-term Power 
Contracts with Independent power projects that are above current 
and anticipated market prices) for a transition period. This is 
typically done by imposing a transition fee or surcharge on rates 
that is paid to the utility. In some states, utilities are being 
encouraged or ordered to issue bonds or other financial 
instruments to retire stranded cost assets or contracts, 
supported by transition charges.  Fourth, many states are 
requiring local utilities to divest a large portion or all of 
their generating assets or to sell their rights under long-term 
Power Contracts. The states have cited concerns such as the anti-
competitive effects of allowing the utilities, which retain a 
monopoly over the wires that take electricity the last stages to 
the customer, to own generating assets. Further, the sale of 
assets (or above-market Power Contracts) sets a market price for 
those assets and allows a somewhat objective computation of the 
stranded costs related to those assets or contracts. For example, 
the true stranded cost of a nuclear plant is approximately the 
difference between the value assigned to it under state 
regulation and the price someone will pay for it at auction. 

	Fifth, utilities having stranded costs are expected to 
mitigate those costs by buying out contracts or selling costly 
assets. Finally, many states are attempting to protect generators 
who use "renewable fuels" or that are considered to have 
environmental or social benefits.   As discussed below, Maine and 
Massachusetts are doing so.

Price and Cost Pressures

	The pricing pressures that retail and wholesale deregulation 
are bringing are expected to decrease the marginal cost of 
electricity.  Competition will force utilities and generators to 
reduce overhead and administrative costs, to trim operation and 
maintenance costs and to more efficiently buy and use fuel.  
Further, wholesale and retail deregulation and new generating 
technologies discussed below are expected to significantly reduce 
capital costs. For example, electric utilities currently maintain 
large amounts of generating capacity in reserve to meet peak 
loads (for example, to serve customers during a heat wave in 
July).  According to the EIA, competition may lead 
to pricing strategies that reduce these peak loads.  Competition 
may also force utilities to stop maintaining high-cost reserve 
capacity and to take greater risks.  Finally, the widening 
wholesale market for electricity may increase efficiency by 
allowing utilities and power consumers to obtain distant, lower-
cost capacity for reserve purposes rather than maintain local, 
higher cost, underutilized reserve capacity. For these and other 
reasons, the EIA currently estimates that national 
average electricity rates in real terms (adjusted for inflation) 
will decline to about 6.3 cents per kilowatt-hour in 2015 from 
the 1996 average level of 7.1 cents per kilowatt-hour. 

	As these trends continue, high-cost generators will be 
disadvantaged and may fail.  The Trust's small-scale generating 
plants have tended to have higher per-kilowatt hour costs (except 
for fuel) than new, large scale generating plants.  The fuel cost 
advantages, if any, of landfill gas, hydroelectricity or waste 
biomass are thus critical to the competitiveness of the Trust's 
merchant power plants.

New Generating Technologies and 
New Industry Participants 

	Recent improvements in turbine technology, coupled with what 
is seen as the ample supply and relative cheapness of natural 
gas, have made gas turbines the favored technology for new 
electric generating plants. The EIA estimates that 
80% of the new electric generating capacity to be added from 1995 
to 2015 will be fueled by natural gas and that the amount of 
generation fueled by natural gas will increase from the current 
10% to 29%. According to the EIA, new gas turbines 
only need 15 days per year of maintenance, on the average, 
compared with 30 days a year for steam turbines. Although gas 
turbines historically have been used to meet peak demand rather 
than baseload demand, new "combined cycle" units (which use heat 
from the turbine's exhaust to drive a second steam or gas 
turbine) have thermal efficiencies approaching 60% (60% of the 
theoretical maximum heat from the burning gas is converted to 
electricity) and can be used as baseload units. In contrast, 
steam turbines fired by coal have efficiencies in the 36% range 
and have operating and maintenance costs higher than those of 
combined cycle plants.  Further, natural gas-fired turbines emit 
relatively low levels of sulfur dioxide, particulates and complex 
carbon compounds and thus may have lower environmental compliance 
costs than coal-fired or oil-fired plants.  The EIA  estimates 
that combined cycle gas turbine plants alone 
will account from 96,000 to 143,000 Megawatts of the 319,000 
Megawatts of additional capacity to be added in the next 17 
years. 

	The new emphasis on natural gas-fired generation is causing 
large natural gas transmission or brokering companies to enter 
the electricity generation market rapidly. They have access to 
large volumes of gas and have the ability to raise large amounts 
of capital. Accordingly, most new investment in combined cycle 
gas Projects and other large-scale gas turbine Projects is being 
made by these natural gas/energy companies or by large utilities 
that are entering the competitive generation industry. 

	A number of large participants in the independent generating 
industry have announced their intentions to build large gas 
turbine merchant power plants in Connecticut, Massachusetts and 
Maine in sizes from 250 to 750 Megawatts.  The capacity of the 
proposed plants exceeds three-quarters of the total deficit in 
capacity caused by the shutdown of the Northeast Utilities 
nuclear power plants.  If all or many of the announced plants 
were built, there might be a material increase in low-cost 
generation capacity in the New England area.  There have also 
been reports, especially from the northeastern states, that large 
non-utility generating companies and utilities entering the 
competitive generating market outside their existing service 
territories are buying large numbers of older plants from local 
utilities with the intention of replacing them on site with new, 
large, natural gas-fueled plants. It is unclear whether many of 
the announced merchant power plants will actually be built, given 
the uncertainties of the market for electricity and the 
possibility that there may be insufficient gas pipeline capacity 
or supplies to fuel all of the recently announced plants.  There 
have been recent announcements that the capacity of pipelines 
under construction might be increased to serve the proposed 
electric generating plants.

	Many companies, including affiliates of fuel suppliers and 
utilities, have applied to FERC to act as electric power 
marketers, because they anticipate that if wholesale wheeling 
becomes significant there will be strong demand for brokers or 
market makers in electric power. It is uncertain whether power 
marketers will become significant factors in the electric power 
market. A related development is the creation of derivative 
contracts for hedging of and speculation in electricity supplies, 
which may offer generators, utilities and large industrial or 
commercial consumers the ability to reduce the volatility of 
competitive prices. To date, the effects of derivative contracts 
on the market for electricity in the Northeast have not been 
material.

Renewable Power

	The pressures of competition are expected to harm the 
"renewable power" segment of the industry, which includes the 
Maine Biomass Projects and the Maine Hydro Projects. "Renewable 
power" is a catchphrase that includes Projects (such as solar, 
wind, small hydroelectric, biomass, geothermal and landfill-gas) 
that do not use fossil fuels or nuclear fuels.  Renewable power 
plants typically have high capital costs and often have total 
costs that are well above current total costs for new gas-turbine 
production. Many observers believe that renewable power plants 
without existing Power Contracts (with the possible exception of 
biomass, hydroelectric and geothermal plants with very low or 
zero fuel costs) will be non-competitive in the new markets 
unless they are given governmental protection. A number of 
states, including Massachusetts and Maine, are requiring that 
retailers of electricity purchase a certain minimum amount of 
electricity (often between 5% to 30% of their total requirements) 
from renewable power sources.  Unless there is a shortage of 
renewable capacity these state requirements may still not raise 
the price for renewable power high enough to make the Maine 
Biomass Projects profitable. 

Initial Effects of Trends

	With these conditions in mind, the Trust sees two 
primary strategies for non-utility generating plants to succeed 
in the United States: first, Projects that have existing, firm, 
long-term Power Contracts may do well so long as regulatory or 
legislative actions do not abrogate the contracts. Second, 
Projects that are low-cost producers of electricity, either from 
efficiencies or good management or as the result of successful 
cogeneration technologies, will have advantages in the market. 

	Finally, there have been industry-wide moves toward 
consolidation of participants and divestiture of Projects. A 
number of utilities and equipment suppliers have proposed or 
entered into joint ventures to reduce risks and mobilize 
additional capital for the more competitive environment, while 
many electric utilities are in the process of combining, either 
as a means of reducing costs and capturing efficiencies, or as
a means of obtaining regional market power, or as a 
means of increasing size as an organizational survival tactic. 
This consolidation tends to create additional competitive 
pressures in the electric power industry that may disadvantage
the Trust; however, this trend may also encourage the divestiture 
of smaller Projects or Projects that are deemed less central to 
the operations of large, consolidated businesses. 

(7).  Competition

     There are a large number of participants in the independent 
power industry.  Several large corporations specialize in 
developing, building and operating independent power plants.  
Equipment manufacturers, including many of the largest 
corporations in the world, provide equipment and planning 
services and provide capital through finance affiliates.  Many 
regulated utilities are preparing for a competitive market, and a 
significant number of them already have organized subsidiaries or 
affiliates to participate in unregulated activities such as 
planning, development, construction and operating services or in 
owning exempt wholesale generators or up to 50% of independent 
power plants.  In addition, there are many smaller firms whose 
businesses are conducted primarily on a regional or local basis.  
Many of these companies focus on limited segments of the 
cogeneration and independent power industry and do not provide a 
wide range of products and services.  There is significant 
competition among non-utility producers, subsidiaries of 
utilities and utilities themselves in developing and operating 
energy-producing projects and in marketing the power produced by 
such projects.

     The Trust is unable to accurately estimate the number of 
competitors but believes that there are many competitors at all 
levels and in all sectors of the industry.  Many of those 
competitors, especially affiliates of utilities and equipment 
manufacturers, may be far better capitalized than the Trust.

     Please also review the discussion of changes in the industry 
above at (6) - Trends in the Electric Utility and Independent 
Power Industries.

(8).  Regulatory Matters.

     Projects are subject to energy and environmental laws and 
regulations at the federal, state and local levels in connection 
with development, ownership, operation, geographical location, 
zoning and land use of a Project and emissions and other 
substances produced by a Project.  These energy and environmental 
laws and regulations generally require that a wide variety of 
permits and other approvals be obtained before the commencement 
of construction or operation of an energy-producing facility and 
that the facility then operate in compliance with such permits 
and approvals.  

(i)  Energy Regulation.

(A)  PURPA.  The enactment in 1978 of PURPA and the adoption of 
regulations thereunder by FERC provided incentives for the 
development of cogeneration facilities and small power production 
facilities meeting certain criteria.  Qualifying Facilities under 
PURPA are generally exempt from the provisions of the Public 
Utility Holding Company Act of 1935, as amended (the "Holding 
Company Act"), the Federal Power Act, as amended (the "FPA"), 
and, except under certain limited circumstances, state laws 
regarding rate or financial regulation.  In order to be a 
Qualifying Facility, a cogeneration facility must (a) produce not 
only electricity but also a certain quantity of heat energy (such 
as steam) which is used for a purpose other than power 
generation, (b) meet certain energy efficiency standards when 
natural gas or oil is used as a fuel source and (c) not be 
controlled or more than 50% owned by an electric utility or 
electric utility holding company.  Other types of Independent 
Power Projects, known as "small power production facilities," can 
be Qualifying Facilities if they meet regulations respecting 
maximum size (in certain cases), primary energy source and 
utility ownership.  Recent federal legislation has eliminated the 
maximum size requirement for solar, wind, waste and geothermal 
small power production facilities (but not for hydroelectric or 
biomass) for a fixed period of time.

     In addition, PURPA requires electric utilities to purchase 
electricity generated by Qualifying Facilities at a price equal 
to the purchasing utility's full "avoided cost" and to sell back 
up power to Qualifying Facilities on a non discriminatory basis. 
Avoided costs are defined by PURPA as the "incremental costs to 
the electric utility of electric energy or capacity or both 
which, but for the purchase from the Qualifying Facility or 
Qualifying Facilities, such utility would generate itself or 
purchase from another source."  While public utilities are not 
required by PURPA to enter into long-term Power Contracts to meet 
their obligations to purchase from Qualifying Facilities, PURPA 
helped to create a regulatory environment in which it has become 
more common for such contracts to be negotiated until recent 
years.

     The exemptions from extensive federal and state regulation 
afforded by PURPA to Qualifying Facilities are important to the 
Trust and its competitors.  The Trust believes that the Maine 
Hydro and Maine Biomass Projects, which sell electricity to 
public utilities, are Qualifying Facilities.  Maintaining the 
Qualified Facility status of an electric generating Project is of 
utmost importance to the Trust.  Such status may be lost if a 
Project does not meet the operational or ownership requirements 
of PURPA.  For small power production facilities such as the 
Maine Hydro and Maine Biomass Projects, the requirements are 
limited to maximum size, fuel use and ownership requirements that 
are currently unlikely to be violated.  If the Trust acquires 
interests in cogeneration Projects that are Qualifying 
Facilities, those facilities must meet more stringent 
requirements, such as minimum operating efficiency standards and 
minimum use of thermal energy by customers of a cogeneration 
Project.  

     The Trust endeavors to comply with applicable PURPA 
requirements and does not believe that the Maine Biomass and
Maine Hydro Projects are subject to any requirement that could 
jeopardize their statuses as Qualified Facilities.  If the Trust 
were to invest in cogeneration Projects or certain other types of 
Qualifying Facilities, the PURPA standards could raise material 
compliance questions.  In any event, there can be no assurance 
that a Project will maintain its Qualified Facility status.  If a 
Project loses its Qualifying Facility status, the utility can 
reclaim payments it made for the Project's non-qualifying output 
to the extent those payments are in excess of current avoided 
costs (which are generally substantially below the Power Contract 
rates) or the Project's Power Contract can be terminated by the 
electric utility.  States may require utilities to institute 
monitoring systems under which electric utilities continuously 
meter a cogeneration Project's performance. 

(B)  The 1992 Energy Act.  The Comprehensive Energy Policy Act of 
1992 (the "1992 Energy Act") empowered FERC to require electric 
utilities to make available their transmission facilities to and 
wheel power for Independent power projects under certain 
conditions and created an exemption for electric utilities, 
electric utility holding companies and other independent power 
producers from certain restrictions imposed by the Holding 
Company Act.  Although the Trust believes that the exemptive 
provisions of the 1992 Energy Act will not materially and 
adversely affect its business plan, the act may result in 
increased competition in the sale of electricity.

     The 1992 Energy Act created the "exempt wholesale generator" 
category for entities certified by FERC as being exclusively 
engaged in owning and operating electric generation facilities 
producing electricity for resale.  Exempt wholesale generators 
remain subject to FERC regulation in all areas, including rates, 
as well as state utility regulation, but electric utilities that 
otherwise would be precluded by the Holding Company Act from 
owning interests in exempt wholesale generators may do so. Exempt 
wholesale generators, however, may not sell electricity to 
affiliated electric utilities without express state approval that 
addresses issues of fairness to consumers and utilities and of 
reliability.

(C)  The Federal Power Act.  The FPA grants FERC exclusive rate-
making jurisdiction over wholesale sales of electricity in 
interstate commerce.  The FPA provides FERC with ongoing as well 
as initial jurisdiction, enabling FERC to revoke or modify 
previously approved rates.  Such rates may be based on a cost-of-
service approach or determined through competitive bidding or 
negotiation.  While Qualifying Facilities under PURPA are exempt 
from the rate-making and certain other provisions of the FPA, 
non-Qualifying Facilities are subject to the FPA and to FERC 
rate-making jurisdiction.  

     Companies whose facilities are subject to regulation by FERC 
under the FPA because they do not meet the requirements of PURPA 
may be limited in negotiations with power purchasers.  However, 
since such projects would not be bound by PURPA's heat energy use 
requirement for cogeneration facilities, they may have greater 
latitude in site selection and facility size.  If any of the 
Trust's electric power Projects failed to be a Qualifying 
Facility, it would have to comply with the FPA.

     The FPA also provides that any hydroelectric facility that 
is located on a navigable stream or that affects public lands or 
water from a government dam may not be constructed or be operated 
without a license from FERC.  Certain facilities that were 
operating before 1935 are exempt, if the waterway is non-
navigable, or "grandfathered" and do not require licenses so long 
as the facilities are not modernized or otherwise materially 
altered.  Licenses are granted for 30 to 50 year terms.  All but 
six of the Maine Hydro Projects (with a rated capacity of 2.1 
Megawatts) are subject to licensing.  Of these eight Projects, 
six (with a rated capacity of 6.4 Megawatts) have current 
licenses that expire from time to time between the years 2019 and 
2037 and two (1.5 Megawatts) are currently in the licensing 
process, which can take from three to five years.  The Trust 
believes that it will obtain licenses for each of these.  

     The proposed conditions for one pending license, at the 
Pittsfield Project on the Kennebec River (1.1 Megawatt), have 
been received.  The Project will have to provide upstream fish 
passages no earlier than 2002 or, if later, the time when all 
dams further upstream have provided passage.  The Project will 
also have to provide interim fish passage both upstream and 
downstream to the extent warranted by fishery studies; downstream 
mitigation measures may require the Project to restrict flow 
through its turbines during certain spring peak flow periods that 
could materially impair electricity output.  Until studies are 
complete, it is not possible to estimate the effects of these 
conditions.  Further, as noted above at Item 1(c)(3) - Business - 
Narrative Description of Business - Project Operation, the 
licenses may include other onerous conditions.  The Trust is a 
member of the Kennebec Hydro Developers Group, which is 
negotiating with Maine agencies and environmental groups for 
watershed-wide studies and remediation programs.

(D)  Fuel Use Act.  Projects that may be developed or acquired 
may also be subject to the Fuel Use Act, which limits the ability 
of power producers to burn natural gas in new generation 
facilities unless such facilities are also coal-capable within 
the meaning of the Fuel Use Act.  

(E)  State Regulation.  State public utility regulatory 
commissions have broad jurisdiction over Independent Power 
Projects which are not Qualifying Facilities under PURPA, and 
which are considered public utilities in many states.  In states 
where the wholesale or retail electricity market remains 
regulated, Projects that are not Qualifying Facilities may be 
subject to state requirements to obtain certificates of public 
convenience and necessity to construct a facility and could have 
their organizational, accounting, financial and other corporate 
matters regulated on an ongoing basis.  Although FERC generally 
has exclusive jurisdiction over the rates charged by a non-
Qualifying Facility to its wholesale customers, state public 
utility regulatory commissions have the practical ability to 
influence the establishment of such rates by asserting 
jurisdiction over the purchasing utility's ability to pass 
through the resulting cost of purchased power to its retail 
customers.  In addition, states may assert jurisdiction over the 
siting and construction of non-Qualifying Facilities and, among 
other things, issuance of securities, related party transactions 
and sale and transfer of assets.  The actual scope of 
jurisdiction over non-Qualifying Facilities by state public 
utility regulatory commissions varies from state to state.

(ii)  Environmental Regulation.

     The construction and operation of independent power projects 
and the exploitation of natural resource properties are subject 
to extensive federal, state and local laws and regulations 
adopted for the protection of human health and the environment 
and to regulate land use.  The laws and regulations applicable to 
the Trust and Projects in which it invests primarily involve the 
discharge of emissions into the water and air and the disposal of 
waste, but can also include wetlands preservation and noise 
regulation.  These laws and regulations in many cases require a 
lengthy and complex process of renewing licenses, permits and 
approvals from federal, state and local agencies.  Obtaining 
necessary approvals regarding the discharge of emissions into the 
air is critical to the development of a Project and can be time-
consuming and difficult.  Each Project requires technology and 
facilities which comply with federal, state and local 
requirements, which sometimes result in extensive negotiations 
with regulatory agencies.  Meeting the requirements of each 
jurisdiction with authority over a Project may require extensive 
modifications to existing Projects.

     The Clean Air Act Amendments of 1990 contain provisions 
which regulate the amount of sulfur dioxide and oxides of 
nitrogen which may be emitted by a Project.  These emissions may 
be a cause of "acid rain."  Qualifying Facilities are currently 
exempt from the acid rain control program of the Clean Air Act 
Amendments.  However, non-Qualifying Facility Projects will 
require "allowances" to emit sulfur dioxide after the year 2000. 
Under the Amendments, these allowances may be purchased from 
utility companies then emitting sulfur dioxide or from the 
Environmental Protection Agency ("EPA").  Further, an Independent 
Power Project subject to the requirements has a priority over 
utilities in obtaining allowances directly from the EPA if (a) it 
is a new facility or unit used to generate electricity; (b) 80% 
or more of its output is sold at wholesale; (c) it does not 
generate electricity sold to affiliates (as determined under the 
Holding Company Act) of the owner or operator (unless the 
affiliate cannot provide allowances in certain cases) and (d) it 
is non-recourse project-financed.  The market price of an 
allowance cannot be predicted with certainty at this time.  In 
recent years, supply of allowances has tended to exceed demand, 
primarily because of improved control technologies and the 
increased use of natural gas.

     Title V of the Clean Air Act Amendments added a new 
permitting requirement for existing sources that requires all 
significant sources of air pollution to submit new applications 
to state agencies.  Title V implementation by the states 
generally does not impose significant additional restrictions on 
the Trust's Projects, other than requirements to continually 
monitor certain emissions and document compliance.  The 
permitting process is voluminous and protracted and the costs of 
fees for Title V applications, of testing and of engineering 
firms to prepare the necessary documentation have increased.  The 
Trust believes that all of its facilities will be in compliance 
with Title V requirements with only minor modifications such as 
the installation of an additional catalytic converter on some 
engines.

     In July 1997 the Environmental Protection Agency adopted 
more stringent standards for levels of ozone and small 
particulate matter (particles less than 25 microns in diameter) 
in geographic areas.  These new standards may cause some areas in 
which Projects are located to be classified as non-attainment 
areas.  If so, states will be required to impose additional 
requirements for industries to reduce emissions.  It is uncertain 
whether or how any reductions would be applied to small 
facilities such as the Trust's Projects.  If reductions were 
required, the Trust might have to make significant capital 
investments to install new control technology or might have to 
reduce operations.  In addition, many eastern states, including 
Maine, have organized in the Ozone Transport Assessment Group to 
require further restrictions on emissions of nitrogen oxides.  
The Environmental Protection Agency is considering the Group's 
recommendations as well as other proposals to reduce emissions of 
nitrogen oxides and other ozone-forming chemicals.  If adopted, 
new regulations could required the Trust to install additional 
equipment to reduce those emissions or to change operations.  
Nitrogen oxide reductions can be difficult to achieve with add-on 
equipment and often require decreases in operating efficiency, 
both of which could cause material cost to the Trust.  It is not 
possible at this time to estimate whether or not any potential 
regulatory changes would materially affect the Trust.

     The Clean Air Act Amendments empower states to impose annual 
operating permit fees of at least $25 per ton of regulated 
pollutants emitted up to $100,000 per pollutant.  To date, no 
state in which the Trust operates has done so.  If a state were 
to do so, such fees might have a material effect on the Trust's 
costs of generation, in light of the relatively small size of the 
Trust's facilities as opposed to large utility generation plants 
that might benefit from the cap on fees.

     The Trust's Projects must comply with many federal and state 
laws and regulations governing wastewater and stormwater 
discharges from the Projects.  These are generally enforced by 
states under "NPDES" permits for point sources of discharges and 
by stormwater permits.  Under the Clean Water Act, NPDES permits 
must be renewed every five years and permit limits can be reduced 
at that time or under re-opener clauses at any time.  The 
Projects have not had material difficulty in complying with their 
permits or obtaining renewals.  The Projects use closed-loop 
engine cooling systems which do not require large discharges of 
coolant except for periodic flushing to local sewer systems under 
permit and do not make other material discharges. 

     In 1998, the Trust's Projects will become subject to the 
reporting requirements of the Emergency Planning and Community 
Right-to-Know Act that require the Projects to prepare toxic 
release inventory release forms.  These forms will list all toxic 
substances on site that are used in excess of threshold levels so 
as to allow governmental agencies and the public to learn about 
the presence of those substances and to assess potential hazards 
and hazard responses.  The Trust does not anticipate that this 
will result in any material adverse effect on it.  

     Based on current trends, the Managing Shareholder expects 
that environmental and land use regulation will become more 
stringent.  The Trust and the Managing Shareholder have developed 
limited expertise and experience in obtaining necessary licenses, 
permits and approvals, which in the case of the Maine Hydro 
Project are the responsibility of Consolidated Hydro, Inc. andin 
the case of the Maine Biomass Projects are the responsibility of 
Indeck Operations, Inc.  The Trust will rely upon qualified 
environmental consultants and environmental counsel retained by 
it or by Project sponsors to assist in evaluating the status of 
Projects regarding such matters.

(d)  Financial Information about Foreign and Domestic Operations 
and Export Sales. 

     The Trust has invested its funds to date only in Projects 
located in Maine.  The NEO Projects that the Trust may invest in 
are located in California, Washington, New Jersey, Florida, 
Virginia and Massachusetts.  

     The Trust is considering an investment in a Project in 
Honduras and from time to time has investigated potential 
investments in East Asia, Eastern Europe and South America.  No 
material operations or income have yet been taken or earned 
outside the United States.

(e)  Employees.

     The Trust has no employees.  The persons described below at 
Item 5 - Directors and Executive Officers of the Registrant 
serve as executive officers of the Trust and have the duties and 
powers usually applicable to similar officers of a Delaware 
corporation in carrying out the Trust business.

Item 2.  Financial Information

     (a)  Selected Financial Data.

     The following data is qualified in its entirety by the 
financial statements presented elsewhere in this Registration 
Statement on Form 10.



Supplemental Information                                            As of and for the 
Schedule                                                          Period from Commencement 
Selected Financial                                                   of Share Offering 
Data                              As of and for the Year            (April 12, 1996)
                                   December 31,                         through
                                     1997                           December 31, 1996
Total Fund Information:

                                                                       
Interest income                    $ 1,003,276                     $    158,236
Total revenue                          844,877                          257,460
Net income (loss)                   (1,345,153)                        (114,375) 
Net assets (shareholders'
  equity)                            53,046,118                      14,501,931
Investments in Project
  development limited 
  partnerships, power 
  generation equipment 
  and developmental costs           13,466,706                        7,133,340
Total assets                        54,469,925                       14,945,301
Long-term obligations                        0                                0
Per Share of Trust 
 Interest:
  Revenues                               1,108                            1,418
  Net income (loss)                     (1,763)                            (630)
  Net asset value                       69,342                           79,856
Distributions to Investors               1,833                            1,466



     (b)  Management's Discussion and Analysis of Financial 
Condition and Results of Operations.

Introduction

     The following discussion and analysis should be read in 
conjunction with the Trust's financial statements and the notes 
thereto presented below.  The financial statements include only 
the accounts of the Trust.  The Trust uses the equity method of 
accounting for its investments in the Maine Hydro Projects and 
the Maine Biomass Projects.  Dollar amounts in this discussion 
are generally rounded to the nearest $1,000, except per share 
data.

Outlook

     The U.S. electricity markets are being restructured and 
there is a trend away from regulated electricity systems towards 
deregulated, competitive market structures.  The states that the 
Trust's Projects operate in have passed or are considering new 
legislation that would permit utility customers to choose their 
electricity supplier in a competitive electricity market.  The 
Maine Hydro Projects are "Qualified Facilities" as defined under 
the Public Utility Regulatory Policies Act of 1978 and currently 
sell their electric output to utilities under long-term 
contracts.  Eleven of the Maine Hydro Projects' contracts expire 
in 2008 and the remaining three expire in 2004, 2007 and 2014.  
During the term of the contracts, the utilities may or may not 
attempt to buy out the contracts prior to expiration.  At the end 
of the contracts, the Projects will become merchant plants and 
may be able to sell the electric output at then current market 
prices.  There can be no assurance that future market prices will 
sufficient to allow the Trust's Projects to operate profitably.

     The Maine Hydro Projects have a limited ability to store 
water.  Accordingly, the amount of revenue from electricity 
generation from these Projects is directly related to river water 
flows, which have fluctuated as much as 30% from the average over 
the past ten years.  It is not possible to accurately predict 
revenues from the Maine Hydro Projects.

     The Maine Biomass Projects sold electricity under short-term 
contracts during the months of July, August, October, November 
and December 1997.  The Projects are currently shut down and will 
not be operated unless sales arrangements are obtained which 
would provide sufficient revenue to cover the Projects' fixed and 
variable costs.  Under current legislation, the electricity 
market in the State of Maine will be deregulated on March 1, 
2000.  If biomass fuel can be purchased at reasonable prices in 
the year 2000 and beyond, the Maine Biomass Projects could be 
among the low cost producers of electricity in Maine and could be 
able to operate profitably in a competitive market environment.  
In the meantime, the Trust intends to keep the Projects in an 
idle mode until market conditions become more favorable, and the 
Project operator will seek short-term contracts to sell energy, 
installed capacity and operable capacity.

     All Projects currently owned by the Trust produce 
electricity from renewable energy sources, such as hydropower and 
biomass ("renewable power," and sometimes called "green power").  
In the State of Maine, as a condition of licensing, competitive 
generation providers and power marketers will have to demonstrate 
that at least 30% of their generation portfolio is from renewable 
power sources.  Other states in the New England Power Pool have 
or are expected to have similar renewable power licensing 
requirements, although the percentage of renewable power 
generation may differ from state to state.  These renewable power 
licensing requirements should have a beneficial effect on the 
future profitability of the Trust's Projects.

     Industry trends that may affect results of operations in 
1998 and beyond are discussed above at Item 1(c)(6) - Business - 
Trends in the Electric Utility and Independent Power Industries.

Results of Operations

The year ended December 31, 1997 compared to the period April 12, 
1996 to December 31, 1996.

     In 1997, the Trust had total revenue of $845,000 as compared 
to total revenue of $257,000 in 1996.  The interest income 
component of revenue increased by $845,000 to $1,003,000 in 1997 
from $158,000 in 1996 as a result of the higher average balance 
of cash and cash equivalents.  The 1997 revenue includes equity 
in the full year's net income from the Maine Hydro Projects of 
$522,000 and equity in the net loss of the Indeck Maine Biomass 
Projects of $680,000 since their acquisition in July 1997.  The 
1996 revenue includes equity in the net income of the Maine Hydro 
Projects of $99,000.

     Trust level expenses increased by $1,818,000 to $2,190,000 
in 1997 from $372,000 in 1996.  The expense related to the 2% 
investment fee charged on new contributions increased by $812,000 
due to the higher level of contributions.  The 1997 expenses 
include $393,000 of reimbursements to the Managing Shareholder.  
Due diligence costs increased $599,000 due to the costs of 
investigating potential projects that were ultimately rejected 
and reserving for the potential uncollectibility of advances to 
such projects.  

Liquidity and Capital Resources

     As of December 31, 1997, the Trust had raised approximately 
$56,187,000 of funds from its offering, net of offering fees and 
expenses.  The Trust has invested $7,080,000 in the Maine Hydro 
Projects and $7,298,000 in the Maine Biomass Project.

     At December 31, 1997, the Trust had $40,822,000 of cash 
available for investment in Projects.  Cash flow used in 
operating activities in 1997 amounted to $231,000 and the Trust 
had received $1,006,000 of distributions from the Maine Hydro 
Projects.  Distributions to Shareholders amounted to $1,412,000. 

     During the fourth quarter of 1997, the Trust and Fleet Bank, 
N.A. (the "Bank") entered into a revolving line of credit 
agreement, whereby the Bank provides a three year committed line 
of credit facility of $750,000.  Outstanding borrowings bear 
interest at the Bank's prime rate or, at the Trust's choice, at 
LIBOR plus 2.5%.  The credit agreement requires the Trust to 
maintain a ratio of total debt to tangible net worth of no more 
than 1 to 1 and a minimum debt service coverage ratio of 2 to 1. 
The credit facility was obtained in order to allow the Trust to 
operate using a minimum amount of cash, maximize the amount 
invested in Projects and maximize cash distributions to 
Investors.  There were no borrowings under line of credit in 
1997.

     Other than investments of available cash in power generation 
Projects, obligations of the Trust are or will be generally 
limited to payment of Project operating expenses, payment of a 
management fee to the Managing Shareholder, payments for certain 
accounting and legal services to third persons and distributions 
to shareholders of available operating cash flow generated by the 
Trust's investments.  The Trust's policy is to distribute as much 
cash as is prudent to Shareholders.  Accordingly, the Trust has 
not found it necessary to retain a material amount of working 
capital.  The amount of working capital retained is further 
reduced by the availability of the line of credit facility.

     The Trust anticipates that, during 1998, its cash flow from 
operations, unexpended offering proceeds and line of credit 
facility will be adequate to fund its obligations.

Financial instruments

     The Trust's investments in financial instruments are short-
term investments of working capital or excess cash.  Those short-
term investments are limited by its Declaration of Trust to 
investments in United States government and agency securities or 
to obligations of banks having at least $5 billion in assets.  
Currently the Trust invests only in bank obligations.  Because 
the Trust invests only in short-term instruments for cash 
management, its exposure to interest rate changes is low.

Year 2000 Remediation

     The Managing Shareholder and its affiliates began year 2000 
review and planning in early 1997.  After initial remediation was 
completed, a more intensive review discovered additional issues 
and the Managing Shareholder began a formal remediation program 
in late 1997.  The Managing Shareholder has assessed problems, 
has a written plan for remediation and is implementing the plan 
on schedule.  

     The accounting, network and financial packages for the 
Ridgewood companies are basically off-the-shelf packages that 
will be remediated, where necessary, by obtaining patches or 
updated versions.  The Managing Shareholder expects that updating 
will be complete before the end of 1998 with ample time for 
implementation, testing and custom changes to some modifications 
made by Ridgewood to those programs.  

     The marketing and investor relations functions rely on 
custom-written software and the Managing Shareholder has hired a 
specialist to remedy that software. The year 2000 changes in the 
distribution system, which is used to send checks to Investors, 
have been completed and are being tested.  The effort is on 
schedule to complete remediation and testing by December 31, 1998 
and the Managing Shareholder believes that all material systems 
will be year 2000 compliant by early 1999.  Some systems are 
being remediated using the "sliding window" technique.  Although 
this will allow compliance for several years beyond the year 
2000, eventually those systems will have to be rewritten again or 
replaced.

     The Managing Shareholder and its affiliates do not 
significantly rely on computer input from suppliers and customers 
and thus are not directly affected by other companies' year 2000 
compliance.  However, if customers' payment systems or suppliers' 
systems were adversely affected by year 2000 problems, the Trust 
could be affected.  Because the Trust and the Managing 
Shareholder are extremely small relative to the size of their 
material customers and suppliers and are paid or supplied using 
the same systems as larger companies, requests for written 
assurances of compliance from those customers or suppliers are 
not cost-effective.

     Although the total cost associated with year 2000 compliance 
is not yet determined, the Trust does not believe that the costs 
will be material to its financial position or results of 
operation.

Item 3.  Properties.

     Pursuant to the Management Agreement between the Trust and 
the Managing Shareholder (described at Item 10(c)), the Managing 
Shareholder provides the Trust with office space at the Managing 
Shareholder's principal office at The Ridgewood Commons, 947 
Linwood Avenue, Ridgewood, New Jersey 07450.  

     The following table shows the material properties (relating 
to Projects) owned or leased by the Trust's subsidiaries or 
partnerships or limited liability companies in which the Trust 
has an interest.

                                                     Approximate
                                                       Square
                     Ownership  Ground   Approximate  Footage of   Description
                     Interests  Lease      Acreage    Project          of  
Projects   Location  in Land  Expiration   of Land    (Actual        Project
                                                     or Projected)

Maine Hydro 14 sites
            in Maine   Owned     n/a        24            n/a          Hydro-
                       by joint                                     electric
                       venture*                                   facilities

Maine    West Enfield  Owned     n/a       less        18,000     Wood waste-
 Bio-    and Jonesboro, by joint           than                 fired genera-
 mass    Maine          venture**           25                  tion facil-  
                                                                ities

*Joint venture equally owned by Trust and Ridgewood Power IV.
**  Joint venture owned by Indeck Maine former members, the Trust
 and Ridgewood Power IV.

     The Trust believes that these properties are currently 
adequate for current operations at those sites.

Item 4.  Security Ownership of Certain Beneficial Owners and 
Management.

     The Managing Shareholder purchased for cash one full 
Investor Share. By virtue of its purchase of Investor Shares, the 
Managing Shareholder is entitled to the same ratable interest in 
the Trust as all other purchasers of Investor Shares.  No other 
executive officers of the Trust acquired Investor Shares in the 
Trust's offering and neither the executive officers nor the 
Independent Panel Members nor the Corporate Trustee beneficially 
own any securities of the Trust.  No person beneficially owns 5% 
or more of the Investor Shares.

     The Managing Shareholder was issued one Management Share in 
the Trust representing the beneficial interests and management 
rights of the Managing Shareholder in its capacity as the 
Managing Shareholder (excluding its interest in the Trust 
attributable to Investor Shares it acquired in the offering).  
Mr. Swanson has beneficial ownership of the Management Share 
issued to the Managing Shareholder.  No other Management Shares 
are issuable and neither any other executive officer nor the 
Independent Panel Member nor the Corporate Trustee beneficially 
owns any Management Share.

     The management rights of the Managing Shareholder are 
described in further detail above at Item 1 - Business and below 
in Item 5 - Directors and Executive Officers of the Registrant.  
Its beneficial interest in cash distributions of the Trust and 
its allocable share of the Trust's net profits and net losses and 
other items attributable to the Management Share are described in 
further detail below at Item 7 -- Certain Relationships and 
Related Transactions.  The Management Share does not have voting 
rights but the consent of the Managing Shareholder is required 
for certain actions affecting it as described at Item 11(b) - 
Voting Rights.

Item 5.  Directors and Executive Officers of the Registrant.

(a)  General.

     As Managing Shareholder of the Trust, Ridgewood Power
Corporation has direct and exclusive discretion in management and 
control of the affairs of the Trust. The Managing Shareholder 
will be entitled to resign as Managing Shareholder of the Trust 
only (i) with cause (which cause does not include the fact or 
determination that continued service would be unprofitable to the 
Managing Shareholder) or (ii) without cause with the consent of a 
majority in interest of the Investors.  It may be removed from 
its capacity as Managing Shareholder as provided in the 
Declaration.

     Ridgewood Energy Holding Corporation ("Ridgewood Holding"), 
a Delaware corporation incorporated in April 1992, is the 
Corporate Trustee of the Trust.

(b)  Managing Shareholder.

     The Managing Shareholder was incorporated in February 1991 
as a Delaware corporation for the primary purpose of acting as a 
managing shareholder of business trusts and as a managing general 
partner of limited partnerships which are organized to 
participate in the development, construction and ownership of 
Independent power projects.

     The Managing Shareholder has also organized the Prior 
Programs and The Ridgewood Power Growth Fund (organized in 1997) 
as Delaware business trusts to participate in the independent 
power industry.  The business objectives of these five trusts are 
similar to those of the Trust.

     The Managing Shareholder is an affiliate of Ridgewood Energy 
Corporation ("Ridgewood Energy"), which has organized and 
operated 46 limited partnership funds and one business trust over 
the last 16 years (of which 25 have terminated) and which had 
total capital contributions in excess of $190 million.  The 
programs operated by Ridgewood Energy have invested in oil and 
natural gas drilling and completion and other related activities.  
Other affiliates of the Managing Shareholder include Ridgewood 
Securities Corporation ("Ridgewood Securities"), an NASD member 
which has been the placement agent for the private placement 
offerings of the six trusts sponsored by the Managing Shareholder 
and the funds sponsored by Ridgewood Energy; Ridgewood Power
Capital Corporation ("Ridgewood Capital"), organized in 1998, 
which assists in offerings made by the Managing Shareholder; and 
Ridgewood Power VI Corporation ("Power VI Corp."), which is a 
managing shareholder of the Growth Fund, and RPMC.  Each of these 
corporations is wholly owned by Robert E. Swanson, who is their 
sole director.

     Robert E. Swanson has been the President, sole director and 
sole stockholder of the Managing Shareholder since its inception 
in February 1991.  Set forth below is certain information 
concerning Mr. Swanson and other executive officers of the 
Managing Shareholder.

     Robert E. Swanson, age 51, has also served as President of 
the Trust since its inception in November 1992 and as President 
of RPMC, Ridgewood Power I, Ridgewood Power II, Ridgewood Power
III, Ridgewood Power IV and the Growth Fund, since their 
respective inceptions.  Mr. Swanson has been President and 
registered principal of Ridgewood Securities and became the 
Chairman of the Board of Ridgewood Capital on its organization in 
1998.  In addition, he has been President and sole stockholder of 
Ridgewood Energy since its inception in October 1982.  Prior to 
forming Ridgewood Energy in 1982, Mr. Swanson was a tax partner 
at the former New York and Los Angeles law firm of Fulop & Hardee 
and an officer in the Trust and Investment Division of Morgan 
Guaranty Trust Company.  His specialty is in personal tax and 
financial planning, including income, estate and gift tax.  Mr. 
Swanson is a member of the New York State and New Jersey 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.  

     Robert L. Gold, age 40, has served as Executive Vice 
President of the Managing Shareholder, RPMC, Ridgewood Power, 
the Trust, Ridgewood Power II, Ridgewood Power III, Ridgewood 
Power IV and the Growth Fund since their respective inceptions, 
with primary responsibility for marketing and acquisitions.  He 
has been President of Ridgewood Power Capital Corporation since 
its organization in 1998.  He has served as Vice President and 
General Counsel of Ridgewood Securities Corporation since he 
joined the firm in December 1987.  Mr. Gold has also served as 
Executive Vice President of Ridgewood Energy since October 1990.  
He served as Vice President of Ridgewood Energy from December 
1987 through September 1990. For the two years prior to joining 
Ridgewood Energy and Ridgewood Securities Corporation, Mr. Gold 
was a corporate attorney in the law firm of Cleary, Gottlieb, 
Steen & Hamilton in New York City where his experience included 
mortgage finance, mergers and acquisitions, public offerings, 
tender offers, and other business legal matters. 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.

     Thomas R. Brown, age 43, joined the Managing Shareholder in 
November 1994 as Senior Vice President and holds the same 
position with the Trust, RPMC and each of the other trusts 
sponsored by the Managing Shareholder.  He became Chief Operating 
Officer of the Trust, the Managing Shareholder, RPMC and the 
Prior Programs in October 1996, and is the Chief Operating 
Officer of the Growth Fund.  Mr. Brown has over 20 years' 
experience in the development and operation of power and 
industrial projects.  From 1992 until joining the Managing 
Shareholder he was employed by Tampella Services, Inc., an 
affiliate of Tampella, Inc., one of the world's largest 
manufacturers of boilers and related equipment for the power 
industry.  Mr. Brown was Project Manager for Tampella's Piney 
Creek project, a $100 million bituminous waste coal fired 
circulating fluidized bed power plant.  Between 1990 and 1992 Mr. 
Brown was Deputy Project Manager at Inter-Power of Pennsylvania, 
where he successfully developed a 106 megawatt coal fired 
facility.  Between 1982 and 1990 Mr. Brown was employed by 
Pennsylvania Electric Company, an integrated utility, as a Senior 
Thermal Performance Engineer.  Prior to that, Mr. Brown was an 
Engineer with Bethlehem Steel Corporation.  He has an Bachelor of 
Science degree in Mechanical Engineering from Pennsylvania State 
University and an MBA in Finance from the University of 
Pennsylvania.  Mr. Brown satisfied all requirements to earn the 
Professional Engineer designation in 1985.

     Martin V. Quinn, age 50, assumed the duties of Chief 
Financial Officer of the Managing Shareholder, the Trust, the 
other four trusts organized by the Managing Shareholder and RPMC 
in November 1996 under a consulting arrangement.  He became a 
full-time officer of the Managing Shareholder and RPMC in April 
1997 and is now also Chief Financial Officer of the Growth Fund.  

     Mr. Quinn has 29 years of experience in financial management 
and corporate mergers and acquisitions, gained with major, 
publicly-traded companies and an international accounting firm. 
He formerly served as Vice President of Finance and Chief 
Financial Officer of NORSTAR Energy, an energy services company, 
from February 1994 until June 1996.  From 1991 to March 1993, Mr. 
Quinn was employed by Brown-Forman Corporation, a diversified 
consumer products company and distiller, where he was Vice 
President-Corporate Development.  From 1981 to 1991, Mr. Quinn 
held various officer-level positions with NERCO, Inc., a mining 
and natural resource company, including Vice President- 
Controller and Chief Accounting Officer for his last six years 
and Vice President-Corporate Development.  Mr. Quinn's 
professional qualifications include his certified public 
accountant qualification in New York State, membership in the 
American Institute of Certified Public Accountants, six years of 
experience with the international accounting firm of Price 
Waterhouse, and a Bachelor of Science degree in Accounting and 
Finance from the University of Scranton (1969).

     Mary Lou Olin, age 45, has served as Vice President of the 
Managing Shareholder, RPMC, Ridgewood Capital, the Trust, 
Ridgewood Power I, Ridgewood Power II, Ridgewood Power III, 
Ridgewood Power IV and the Growth Fund since their respective 
inceptions.  She has also served as Vice President of Ridgewood 
Energy since October 1984, when she joined the firm.  Her primary 
areas of responsibility are investor relations, communications 
and administration.  Prior to her employment at Ridgewood Energy, 
Ms. Olin was a Regional Administrator at McGraw-Hill Training 
Systems where she was employed for two years.  Prior to that, she 
was employed by RCA Corporation.  Ms. Olin has a Bachelor of Arts 
degree from Queens College.

(c)  Management Agreement.

     The Trust has entered into a Management Agreement with the 
Managing Shareholder detailing how the Managing Shareholder will 
render management, administrative and investment advisory 
services to the Trust under the terms of the Declaration.  
Specifically, the Managing Shareholder will perform (or arrange 
for the performance of) the management and administrative 
services required for the operation of the Trust.  Among other 
services, it will administer the accounts and handle relations 
with the Investors, provide the Trust with office space, 
equipment and facilities and other services necessary for its 
operation and conduct the Trust's relations with custodians, 
depositories, accountants, attorneys, brokers 
and dealers, corporate fiduciaries, insurers, banks and others, 
as required.  The Managing Shareholder will also be responsible 
for making investment and divestment decisions (except that 
Ridgewood Program Transactions require the approval of the 
Independent Panel Members as described below). 

     The Managing Shareholder will be obligated to pay the 
compensation of the personnel and all administrative and service 
expenses necessary to perform the foregoing obligations.  The 
Trust will pay all other expenses of the Trust, including 
transaction expenses, valuation costs, expenses of preparing and 
printing periodic reports for Investors and the Commission, 
postage for Trust mailings, Commission fees, interest, taxes, 
legal, accounting and consulting fees, litigation expenses, 
expenses of operating Projects and costs incurred by the Managing 
Shareholder in so doing and other expenses properly payable by 
the Trust.  The Trust will reimburse the Managing Shareholder for 
all such Trust and other expenses paid by it.

     As compensation for the Managing Shareholder's performance 
under the Management Agreement, the Trust is obligated to pay the 
Managing Shareholder an annual management fee, beginning on the 
Termination Date of the offering of Investor Shares (April 15, 
1998) as described below at Item 7 -- Certain Relationships and 
Related Transactions.

     The responsibilities of the Managing Shareholder and the 
fees and reimbursements of expenses it is entitled to are set out 
in the Declaration.  Each Investor consented to the terms and 
conditions of the Declaration by subscribing to acquire Investor 
Shares in the Trust.  

     The Trust has relied and will continue to rely on the 
Managing Shareholder and engineering, legal, investment banking 
and other professional consultants (as needed) and to monitor and 
report to the Trust concerning the operations of Projects in 
which it invests, to review proposals for additional development 
or financing, and to represent the Trust's interests.  The Trust 
will rely on such persons to review proposals to sell its 
interests in Projects in the future.

(d)  Executive Officers of the Trust.

     Pursuant to the Declaration, the Managing Shareholder has 
appointed officers of the Trust to act on behalf of the Trust and 
sign documents on behalf of the Trust as authorized by the 
Managing Shareholder.  Mr. Swanson has been named the President 
of the Trust and the other executive officers of the Trust are 
identical to those of the Managing Shareholder, with the addition 
of Joseph A. Heyison, Senior Vice President and General Counsel.  
Mr. Heyison, age 43, joined RPMC in January 1996.  He was 
previously of counsel to the law firm of De Forest & Duer, 
concentrating in corporate finance, banking, environmental law 
and securities.  He is a member of the bars of New Jersey, New 
York and Ohio and was graduated from the University of 
Pennsylvania Law School in 1979.

     The officers have the duties and powers usually applicable 
to similar officers of a Delaware business corporation in 
carrying out Trust business.  Officers act under the supervision 
and control of the Managing Shareholder, which is entitled to 
remove any officer at any time.  Unless otherwise specified by 
the Managing Shareholder, the President of the Trust has full 
power to act on behalf of the Trust.  The Managing Shareholder 
expects that most actions taken in the name of the Trust will be 
taken by Mr. Swanson and the other principal officers in their 
capacities as officers of the Trust under the direction of the 
Managing Shareholder rather than as officers of the Managing 
Shareholder. 

(e)  The Independent Panel Members.

     The Declaration provides for an Independent Review Panel 
(the "Panel"), with responsibility for independently reviewing 
and approving material transactions ("Ridgewood Program 
Transactions") between the Trust and any other investment 
programs sponsored by the Managing Shareholder or its Affiliates 
("Ridgewood Programs").  

     All Ridgewood Program Transactions (which include material 
transactions between the Trust or entities in which the Trust 
invests, on the one hand, and other Ridgewood Programs or 
entities in which they invest or have control, on the other), 
must be approved by a majority of the Panel Members (if there are 
only two Panel Members, both must approve) or by a Majority of 
the Investors.  In reviewing and approving a Ridgewood Program 
Transaction, the Panel Members are be guided by the provisions of 
Delaware law regarding the responsibilities of directors of a 
business corporation who pass upon a transaction with an 
affiliated corporation.  In so doing, the Panel Members are 
subject to duties of loyalty to the Trust and its Investors and 
care in reviewing the transaction, and are obligated to consider 
the entire fairness of the transaction to the Trust.  There is no 
requirement, however, that the Trust participate in the 
transaction on identical terms with the other Ridgewood Programs.  
The Declaration specifies, in addition, that the Panel Members 
will be entitled to the benefits of the "business judgment rule" 
of Delaware law, which exonerates directors for their negligence 
or mistaken decisions in the absence of bad faith or clear 
conflicts of interest.

     The Independent Review Panel provisions were included in the 
Declaration in recognition that the Trust's investment program 
anticipates significant co-investment by the Trust in Projects in 
which other Ridgewood Programs will invest.  In particular, the 
investment in the Maine Hydro Projects involved a $7 million co-
investment with Ridgewood Power IV and the investment in the 
Maine Biomass Projects also involved a $7 million co-investment 
with Ridgewood Power IV.  The proposed investment in the NEO 
Projects may involve a $23 million investment by the Trust 
together with a $9 million investment by Ridgewood Power IV, and 
it is possible that future projects might involve co-investment 
with the Growth Fund.  The Managing Shareholder concluded that 
given the potential conflicts of interest and the additional 
complexities and responsibilities that characterize co-investment 
decisions, the Trust should create a mechanism for independent 
review and approval of co-investments. 

     The Managing Shareholder has designated the initial Panel of 
two Panel Members.  All incumbent Panel Members must consent for 
the Panel to take action.  A majority of the Managing Shareholder 
and the incumbent Panel Members, acting together, may authorize 
an increase to no more than eight Panel Members (or a decrease to 
not fewer than two) and may fill vacancies on the Panel within 
180 days.  If there is no incumbent Panel Member, however, 
vacancies must be filled by the Managing Shareholder with the 
approval of a Majority of the Investors.  A Panel Member may not 
be an Affiliate of the Trust and may not be an investment advisor 
or underwriter for the Trust, a person beneficially owning five 
percent or more of the Investor Shares, an entity in which the 
Trust beneficially owns five percent or more of the outstanding 
equity securities, an agent or employee of the Trust or its 
subsidiaries, a member of the immediate family of any individual 
described above, or a person who served at any time after the 
beginning of the second-to-last full calendar year as legal 
counsel to the Trust or the Managing Shareholder, or a partner, 
principal or employee of that legal counsel.  

     The Panel is not required to review other transactions that 
might involve the Managing Shareholder or its Affiliates and the 
Trust, such as the Management Agreement or temporary advances of 
funds by the Managing Shareholder to the Trust.  The Managing 
Shareholder, in its sole discretion, may refer such other 
transactions to the Panel for advice, and the Panel, in its sole 
discretion, may elect to review and report to the Managing 
Shareholder on the referred transaction, or to decline to review 
it.  Neither the Managing Shareholder nor the Panel Members shall 
incur liability to the Trust or any Shareholder by their 
decisions to refer or not to refer, or to review or not to 
review, any transaction that is not a Ridgewood Program 
Transaction.

     The Panel Members are not trustees of the Trust, have no 
general fiduciary responsibility for the Trust's investments or 
operations, and have no continuing oversight responsibilities for 
the Trust.  The Panel meets only on the call of the Managing 
Shareholder.  Panel Members may resign and may be removed either 
for cause by action of at least two-thirds of the remaining Panel 
Members or for any reason by action of the holders of at least 
two-thirds of the Investor Shares.  

     Compensation of the Panel Members is set in the Declaration 
at $5,000 per year, plus out-of-pocket expenses incurred..  If 
the Managing Shareholder certifies in the Trust's records that 
there is no reasonable probability that the Trust will engage in 
further Ridgewood Program Transactions, the Panel will be 
suspended and will take no further action. During that period, 
the Panel Members' compensation will cease.  A suspended Panel 
may be reinstated by the Managing Shareholder at any time.

     The current Panel Members are Ralph O. Hellmold and Jonathan 
C. Kaledin, who also serve as independent trustees of two Prior 
Programs, Ridgewood Power II and Ridgewood Power III.  Both are 
independent power programs sponsored by The Managing Shareholder. 
Independent panel members must approve transactions between their 
program and the Managing Shareholder or companies affiliated with 
the Managing Shareholder, but have no other responsibilities.  
Neither Mr. Hellmold nor Mr. Kaledin is otherwise affiliated with 
the Trust, any of the Trust's officers or agents, the Managing 
Shareholder, any other Trustee, any affiliates of the Managing 
Shareholder and any other Trustees, or any director, officer or 
agent of any of the foregoing.  

     Ralph O. Hellmold, age 57, is founder, sole shareholder and 
President of Hellmold Associates, Inc., an investment banking 
firm, broker-dealer and investment adviser specializing in 
working with troubled companies or their creditors to raise 
capital, divest businesses and restructure liabilities, whether 
in or outside bankruptcy.  Other financial advisory services 
provided by Hellmold Associates, Inc. include mergers and 
acquisitions advice, valuations, fairness opinions and expert 
witness testimony.  In addition to working with troubled 
companies or their creditors, Hellmold Associates, Inc. also acts 
as general partner of funds which invest in the securities of 
financially distressed companies.  

     From 1987 to 1990, when he formed Hellmold Associates, Inc., 
Mr. Hellmold was a Managing Director at Prudential-Bache Capital 
Funding, where he served as co-head of the Corporate Finance 
Group, co-head of the Investment Banking Committee and head of 
the Financial Restructuring Group.  From 1974 to 1987, Mr. 
Hellmold was a partner at Lehman Brothers and its successors, 
where he worked in the General Corporate Finance Group and co-
founded the Financial Restructuring Group.  Prior thereto, he was 
a research analyst at Lehman Brothers and at Francis I. du Pont & 
Company.  He received his undergraduate degree magna cum laude 
from Harvard College and an M.I.A. from Columbia University.  He 
is a Chartered Financial Analyst and a member of the New York 
Society of Security Analysts.  Mr. Hellmold is the holder of one-
half share in each of Ridgewood Power I and Ridgewood Power III, 
a shareholder of one-half Share in the Trust and a limited 
partner or shareholder in numerous limited partnerships and a 
business trust sponsored by Ridgewood Energy to invest in oil and 
gas development and related businesses.  Mr. Hellmold is a 
director of Core Materials Corporation, Columbus, Ohio and of 
International Aircraft Investors, Torrance, California.

     Jonathan C. Kaledin, age 39, has been New York Regional 
Counsel of The Nature Conservancy, the international land 
conservation organization, since September 1995.  From 1990 to 
June 1995, he was founder and Executive Director of the National 
Water Funding Council ("NWFC"), an advocacy and public affairs 
organization representing municipalities, businesses, financial 
institutions and others on federal Clean Water Act and Safe 
Drinking Water Act funding issues.  Prior to forming the NWFC in 
1990, Mr. Kaledin was an attorney with the Boston law firm of 
Wright & Moehrke.  There he specialized in wetlands, water, 
environmental review, zoning and hazardous and solid waste 
matters, representing clients in state and federal court and 
before state and federal agencies and local boards and 
commissions.  From 1987 through 1990, Mr. Kaledin was Assistant 
Regional Counsel for the New England office of the Environmental 
Protection Agency ("EPA").  His responsibilities at the EPA 
included administrative and judicial environmental enforcement 
under the Clean Water Act and other federal water protection 
legislation.  Mr. Kaledin received his undergraduate degree magna 
cum laude from Harvard College and a law degree from New York 
University.  

(f)  Corporate Trustee

     The Corporate Trustee of the Trust is Ridgewood Holding.  
Legal title to Trust property is now and in the future will be in 
the name of the Trust, if possible, or Ridgewood Holding as 
trustee.  Ridgewood Holding is also a trustee of Ridgewood Power
I, Ridgewood Power II, Ridgewood Power III, Ridgewood Power IV, 
the Growth Fund and of an oil and gas business trust sponsored by 
Ridgewood Energy and is expected to be a trustee of other similar 
entities that may be organized by the Managing Shareholder and 
Ridgewood Energy.  The President, sole director and sole 
stockholder of Ridgewood Holding is Robert E. Swanson; its other 
executive officers are identical to those of the Managing 
Shareholder. The principal office of Ridgewood Holding is at 1105 
North Market Street, Suite 1300, Wilmington, 
Delaware 19899.

(g)  RPMC.

     Like the Managing Shareholder, RPMC is wholly owned by 
Robert E. Swanson.  For Projects for which the Trust decides to 
take operating responsibility itself, the Trust will cause the 
Trust's subsidiary that owns the Project to enter into an 
"Operation Agreement" under which RPMC, under 
the supervision of the Managing Shareholder, will provide the 
management, purchasing, engineering, planning and administrative 
services for the Project.   RPMC will charge the Trust 
at its cost for these services and for the Trust's allocable 
amount of certain overhead items.  RPMC shares space and 
facilities with the Managing Shareholder and its affiliates. To 
the extent that common expenses can be reasonably allocated to 
RPMC, the Managing Shareholder may, but is not required to, 
charge RPMC at cost for the allocated amounts and such allocated 
amounts will be borne by the Trust and other programs.  Common 
expenses that are not so allocated will be borne by the Managing 
Shareholder.  

     Initially, the Managing Shareholder does not anticipate 
charging RPMC for the full amount of rent, utility supplies and 
office expenses allocable to RPMC.  As a result, both initially 
and on an ongoing basis the Managing Shareholder believes that 
RPMC's charges for its services to the Trust are likely to be 
materially less than its economic costs and the costs of engaging 
comparable third persons as managers.  RPMC will not receive any 
compensation in excess of its costs.

     Allocations of costs will be made either on the basis of 
identifiable direct costs, time records or in proportion to each 
program's investments in Projects managed by RPMC;  and 
allocations will be made in a manner consistent with generally 
accepted accounting principles.

     RPMC will not provide any services related to the 
administration of the Trust, such as investment, accounting, tax, 
investor communication or regulatory services, nor will it 
participate in identifying, acquiring or disposing of Projects.  
RPMC will not have the power to act in the Trust's name or to 
bind the Trust, which will be exercised by the Managing 
Shareholder or the Trust's officers.

     The Operation Agreement will not have a fixed term and will 
be terminable by RPMC, by the Managing Shareholder or by vote of 
a majority in interest of Investors, on 60 days' prior notice. 
The Operation Agreement may be amended by agreement of the 
Managing Shareholder and RPMC; however, no amendment that 
materially increases the obligations of the Trust or that 
materially decreases the obligations of RPMC  shall become 
effective until at least 45 days after notice of the amendment, 
together with the text thereof, has been given to all Investors. 

     The executive officers of RPMC are Mr. Swanson (President), 
Mr. Gold (Executive Vice President), Mr. Brown (Senior Vice 
President and Chief Operating Officer), Mr. Quinn (Senior Vice 
President and Chief Financial Officer), Ms. Olin (Vice President) 
and Mr. Heyison, (Senior Vice President and General Counsel).  
Douglas V. Liebschner, Vice President - Operations, is a key 
employee.

     Douglas V. Liebschner, age 50, joined RPMC in June 1996 as 
Vice President of Operations.  He has over 27 years of experience 
in the operation and maintenance of power plants.  From 1992 
until joining RPMC, he was employed by Tampella Services, Inc., 
an affiliate of Tampella, Inc., one of the world's largest 
manufacturers of boilers and related equipment for the power 
industry.  Mr. Liebschner was Operations Supervisor for 
Tampella's Piney Creek project, a $100 million bituminous waste 
coal fired circulating fluidized bed ("CFB") power plant. Between 
1989 and 1992, he supervised operations of a waste to energy 
plant in Poughkeepsie, N.Y. and an anthracite-waste-coal-burning 
CFB in Frackville, Pa.  From 1969 to 1989, Mr. Liebschner served 
in the U.S. Navy, retiring with the rank of Lieutenant Commander.  
While in the Navy, he served mainly in billets dealing with the 
operation, maintenance and repair of ship propulsion plants, 
twice serving as Chief Engineer on board U.S. Navy combatant 
ships.  He has a Bachelor of Science degree from the U.S. Naval 
Academy, Annapolis, Md.

Item 6.  Executive Compensation.

     The Trust reimburses RPMC at cost for services provided by 
RPMC's employees and reimburses the Managing Shareholder at 
allocated cost for services outside the scope of the Management 
Agreement; no such reimbursement per employee exceeded $60,000 in 
1996 or 1997.  Information as to the fees payable to the Managing 
Shareholder and certain affiliates is contained at Item 13 - 
Certain Relationships and Related Transactions.

     As compensation for services rendered to the Trust, pursuant 
to the Declaration, each Independent Panel Member is entitled to 
be paid by the Trust the sum of $5,000 annually and to be 
reimbursed for all reasonable out-of-pocket expenses relating to 
attendance at Board meetings or otherwise performing his duties 
to the Trust.  Accordingly in August 1996, January 1997 and 
following years the Trust paid each Independent Panel Member 
$5,000 for his services.  The Independent Panel Members and the 
Managing Shareholder are entitled to review the compensation 
payable to the Independent Panel Members annually and increase or 
decrease it as they see reasonable.  The consent of a majority of 
the Panel Members and the consent of the Managing Shareholder is 
necessary for a change in compensation.  The Trust is not 
entitled to pay the Independent Panel Members compensation for 
consulting services rendered to the Trust outside the scope of 
their duties to the Trust without similar approval.

     Ridgewood Holding, the Corporate Trustee of the Trust, is 
not entitled to compensation for serving in such capacity, but is 
entitled to be reimbursed for Trust expenses incurred by it which 
are properly reimbursable under the Declaration.

Item 7.  Certain Relationships and Related Transactions.

     The Declaration provides that cash flow of the Trust, less 
reasonable reserves which the Trust deems necessary to cover 
anticipated Trust expenses, is to be distributed to the 
Shareholders from time to time as the Trust deems appropriate.  
The allocation of distributions between the Investors and the 
Managing Shareholder is described at Item 11(a) - Description of 
Registrant's Securities to be Registered - Distribution and 
Dissolution Rights.  

     The Trust did not make any distributions in 1995 to the 
Managing Shareholder (which is a member of the Board of the 
Trust) or any other person and made distributions in 1996 as 
stated at Item 9 - Market Price of and Dividends on the 
Registrant's Common Equity and Related Stockholder Matters.  The 
Trust paid fees to the Managing Shareholder and its affiliates as 
follows:

Fee                    Paid to        1997         1996     

Investment fee        Managing
                      Shareholder    $1,145,212  $ 333,346
Placement agent fee   Ridgewood
 and sales commis-    Securities
 sions                Corporation       572,606    166,673
Organizational,       Managing
 distribution and    Shareholder
 offering fee                         3,435,636  1,000,038
Due diligence         Managing 
 expenses             Shareholder       603,639      4,500
Reimbur-              Managing 
 sements	            Shareholder       392,752          0

     The investment fee equaled 2% of the proceeds of the 
offering of Investor Shares and was payable for the Managing 
Shareholder's services in investigating and evaluating investment 
opportunities and effecting investment transactions.  The 
placement agent fee (1% of the offering proceeds) and sales 
commissions were also paid from proceeds of the offering, as was 
the organizational, distribution and offering fee (5% of offering 
proceeds) for legal, accounting, consulting, filing, printing, 
distribution, selling, closing and organization costs of the 
offering.

     In addition to the foregoing, the Trust reimbursed the 
Managing Shareholder and RPMC at cost for expenses and fees of 
unaffiliated persons engaged by the Managing Shareholder for 
Trust business and for certain expenses related to management of 
Projects.

     Other information in response to this item is reported in 
response to Item 6.  Executive Compensation, which information 
is incorporated by reference into this Item 7.

Item 8.  Legal Proceedings.

     There are no legal proceedings involving the Trust.

Item 9.  Market Price of and Dividends on the Registrant's Common 
Equity and Related Stockholder Matters.

(a)  Market Information.  

     The Trust has sold 907.09 Investor Shares of beneficial 
interest in the Trust in its private placement offering, which 
concluded on April 15, 1998.  There is currently no established 
public trading market for the Investor Shares and the Trust does 
not intend to allow a public trading market to develop.  As of 
the date of this Registration Statement on Form 10, all such 
Investor Shares have been issued and are outstanding.  There are 
no outstanding options or warrants to purchase, or securities 
convertible into, Investor Shares.

     Investor Shares are restricted as to transferability under 
the Declaration, as well as under federal and state laws 
regulating securities.  See Item 11(d) - Description of 
Registrant's Securities to be Registered - Restrictions on 
Transfer of Investor Shares.  The Investor Shares have not been 
and are not expected to be registered under the Securities Act of 
1933, as amended (the "1933 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 Trust believes to be 
exemptions from the registration requirements contained therein.  
Because the Investor Shares have not been registered, they are 
"restricted securities" as defined in Rule 144 under the 1933 
Act.  As of the date of this Registration Statement, no Investor 
Shares are sellable under Rule 144 because the requirements of 
Rule 144(c) have not been met.

     The Managing Shareholder is considering the possibility of a 
combination of the Trust and four other investment programs 
sponsored by the Managing Shareholder (Ridgewood Electric Power 
Trusts I, II, III and IV) into a publicly traded entity.  This 
would require the approval of the Investors in the Trust and the 
other programs after proxy solicitations complying with 
requirements of the Securities and Exchange Commission, 
compliance with the "rollup" rules of the Securities and Exchange 
Commission and other regulations, and a change in the federal 
income tax status of the Trust from a partnership (which is not 
subject to tax) to a corporation.  The process of considering and 
effecting a combination, if the decision is made to do so, will 
be very lengthy.  There is no assurance that the Managing 
Shareholder will recommend a combination, that the Investors of 
the Trust or other programs will approve it, that economic 
conditions or the business results of the participants will be 
favorable for a combination, that the combination will be 
effected or that the economic results of a combination, if 
effected, will be favorable to the Investors of the Trust or 
other programs.  

(b)  Holders

     As of the date of this Registration Statement on Form 10, 
there are 1,560 record holders of Investor Shares.

(c)  Dividends

     The Trust made distributions as follows in 1997 and 1996:


                                      Year ended December 31,
                                            1997        1996
Total distributions to Investors        $1,398,357  $  266,210
Distributions per Investor Share             1,833       1,466
Distributions to Managing Shareholder      $14,124       2,689

     Distributions have been made on a quarterly basis since 
April 1997..  The Trust's ability to make future distributions to 
Investors and their timing will depend on the net cash flow of 
the Trust and retention of reasonable reserves as determined by 
the Trust to cover its anticipated expenses.  See also Item 
1(c)(3) above as to considerations affecting the Trust's ability 
to increase the frequency of distributions to a monthly basis.

Item 10.  Recent Sales of Unregistered Securities.

     (a)  Securities sold.  The Trust sold a total of 907.09 
Investor Shares in a best-efforts offering under Rule 506 of 
Regulation D that began April 12, 1996 and ended April 15, 1998.  
The Trust also issued a total of 532.42 Preferred Participation 
Rights for no additional consideration to certain Investors in 
connection with their purchases of Investor Shares that occurred 
prior to January 1, 1997.  The Trust also granted the Managing 
Shareholder a single Management Share representing the Managing 
Shareholder's management rights and rights to distributions of 
cash flow.

     (b)  Underwriters and other purchasers.  Ridgewood 
Securities Corporation, an affiliate of the Trust and the 
Managing Shareholder, was the placement agent for the best 
efforts offering.  The Regulation D offering was limited to 
accredited investors and to a limited number of persons described 
in Rule 501(e) under Regulation D.

     (c)  Consideration.  All Investor Shares were sold for cash 
at a price of $100,000 per Investor Share.  No additional 
consideration was paid for Preferred Participation Rights.

Aggregate offering price
 of Investor Shares                                 $90,708,770

Aggregate sales commissions                          7,256,702
Placement agent fees                                         907,088

     The Management Share was issued in exchange for the Managing 
Shareholder's services under the Declaration.

     (d)  Exemption from registration claimed.  The offering of 
the Investor Shares and associated Preferred Participation Rights 
was exempt under Section 4(2) of the Securities Act of 1933, as 
provided by Rule 506 of Regulation D under that Act.  The 
offering was made only to accredited investors and a limited 
number of persons described in Rule 501(e) of Regulation D, 
without the use of general advertising or solicitation. 

     The issuance of the Management Share was exempt under 
Section 4(2) of the Securities Act of 1933 as an issuance to the 
organizer and sponsor of the Trust. 

     (e)  Not applicable

     (f)  Use of proceeds.  Although this subitem is required 
under Item 701(f) of Regulation S-K only for offerings registered 
under the Securities Act of 1933, the Trust is voluntarily 
including this information.

          The offering of Investor Shares closed April 15, 1998.  




                                         Amounts Paid to

                                              Related Persons*     Other
Source or use                    Amount          of Trust         Persons
 of proceeds


                                                             
Sale of 907.09
 Investor Shares             $90,708,770         n/a             n/a

Less:
 Sales 
  commissions                  7,256,702          124,300       7,132,402                
 Placement 
  agent fee                      907,088       $  907,088       $       0
 Organizational,
  offering and 
  distribution fee             5,422,546        5,422,546        $      0
 Investment fee                1,814,175        1,814,175               0

Net offering 
 proceeds to Trust            75,288,279          n/a             n/a    

Acquisitions of other
 businesses                   14,378,000                0      14,378,000
Temporary investments**       58,756,007                0      58,756,007
Reimbursement of out- 
 of pocket expenses 
 of Managing Shareholder        392,752           392,752               0
Due diligence expenses          603,639                           603,639
Investment fee                1,145,212         1,145,212               0
Accounting and legal fees        30,130                            30,130
Other expenses                   18,297                            18,297



*  Related persons are the following:  the Managing Shareholder, 
Ridgewood Securities Corporation, RPMC, Ridgewood Energy 
Corporation, the director and officers of each of those 
corporations and their associates, and all other affiliates of 
the Trust.  No other person beneficially owns 10% or more of any 
class of the equity securities of the Trust.  

** As of April 21, 1998.  All temporary investments mature less 
than one year from the date of issuance.  Temporary investments 
are limited to U.S. Treasury securities and obligations of banks 
with at least $5 billion in assets.

Item 11.  Description of Registrant's Securities to be 
Registered.

	The Trust is registering Investor Shares, which are shares 
of beneficial interest in the Trust having no par value.

     (a)  Distribution and dissolution rights.  

     Net Cash Flow of the Trust, defined as the Trust's gross 
receipts less cash operating expenses and other cash expenditures 
of the Trust, less debt service, if any, and less reasonable 
reserves as determined by the Trust to cover its anticipated 
expenses, will be distributed to the Shareholders to the extent 
and at such times as the Trust deems advisable. 

     Prior to Payout (the point at which Investors have received 
cumulative distributions equal to the amount of their capital 
contributions), each year all distributions from the Trust, other 
than distributions of the revenues from dispositions of Trust 
Property, are to be allocated 99% to the Investors and 1% to the 
Managing Shareholder until Investors have been distributed during 
the year an amount equal to 14% of their total capital 
contributions (a "14% Priority Distribution"), and thereafter all 
remaining distributions from the Trust during the year, other 
than distributions of the revenues from dispositions of Trust 
Property, are to be allocated 80% to Investors and 20% to the 
Managing Shareholder.  Revenues from dispositions of Trust 
Property are to be distributed 99% to Investors and 1% to the 
Managing Shareholder until Payout.  In all cases, after Payout, 
Investors are to be allocated 80% of all distributions and the 
Managing Shareholder 20%.    

     Net Cash Flow that the Trust determines to distribute from 
the proceeds of a sale or other disposition of Trust Property 
that (a) is not in the ordinary course of the operation of the 
Trust Properties and (b) is not from the sale or exchange of 
temporary investments will be distributed as follows:  until 
Payout, 99% of this Net Cash Flow will be distributed to the 
Investors and 1% to the Managing Shareholder, and after Payout, 
80% of this Net Cash Flow will be distributed to Investors and 20% 
to the Managing Shareholder.

     On liquidation of the Trust, the remaining assets of the 
Trust after discharge of its obligations, including any loans 
owed by the Trust to the Shareholders, will be distributed, 
first, to the Investors entitled to declared but unpaid 
distributions under the 14% priority return provisions, in 
proportion to the amounts due to them, until all such accrued but 
unpaid distributions are satisfied and then to the Shareholders, 
in proportion to their respective positive capital accounts, after 
taking account of all adjustments thereto through the time of 
dissolution.  See -Capital Accounts and Allocations below. 

General Provisions

     Distributions to Investors under the foregoing provisions 
will be apportioned among them in proportion to their ownership of 
Investor Shares, as the case may be.  The Managing Shareholder has 
the sole discretion to determine the amount and frequency of any 
distributions; provided, however, that a distribution 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 Managing Shareholder in its 
discretion nevertheless may credit select persons with a portion 
of its compensation from the Trust or distributions otherwise 
payable to it.

     Because distributions, if any, will be dependent upon the 
earnings and financial condition of the Trust, its anticipated 
obligations, the Managing Shareholder's discretion and other 
factors, there can be no assurance as to the frequency or amounts 
of any distributions that the Trust may make.  

     If the Trust creates additional classes or series of Shares, 
distributions of net cash flow generated by Trust Properties 
acquired with the proceeds of those additional classes or series 
of Shares will be made as provided in the instruments creating 
those classes or series. 

Return of Capital

     If the Trust for any reason at any time does not find it 
necessary or appropriate to retain or expend all Capital 
Contributions, in its sole discretion it may return any or all 
such excess Capital Contributions ratably to Investors.  The 
Investors will be notified of the source of the payment and as to 
the amounts of fees charged against the original Capital 
Contributions that are being returned therewith.  Any such 
return of capital will decrease the Investors' Capital 
Contributions and thus will affect the computation of Investor 
preferences to distributions.

Capital Accounts and Allocations

     Each Shareholder will have a capital account, which will have 
an initial balance equal to the Shareholder's Capital 
Contribution.  Capital accounts will be adjusted in accordance 
with Regulations under Internal Revenue Code Section 704. The 
capital account balance will be increased by any additional 
Capital Contributions by the Shareholder and by profits allocated 
to the Shareholder; it will be decreased by the amount of 
distributions to the Shareholder, returns of capital  and by 
losses allocated to the Shareholder. An Investor's Capital 
Contribution includes the amount of any fees or commissions on the 
sale of Shares to the Investor that are waived or reduced by the 
Trust, the Managing Shareholder or their Affiliates.  
Contributions of property by a Shareholder, if any, or 
distributions of property to a Shareholder, if any, are valued at 
fair market value, net of liabilities.  The Trust does not 
currently anticipate that any contributions or distributions of 
property will be made.  Certain additional adjustments to capital 
accounts will be made if necessary to account for the effects of 
non-recourse debt incurred by the Trust or contributions of 
property, if any, to the Trust. 

     For any fiscal period, all net profits, if any, earned by the 
Trust will be allocated first 100% to the Managing Shareholder 
until the profits so allocated in that period and all prior 
periods in which there were profits equal the cumulative 
distributions payable to the Managing Shareholder for those 
periods.  Then, 100% of such net profits will be allocated to the 
Investors, first ratably among holders of Rights until such 
allocations cumulatively equal total distributions in respect of 
those Rights, and then ratably among Investors in proportion to 
their ownership of Shares.  If the Trust has net losses for a 
fiscal period, the losses will be allocated 99% to the Investors 
and 1% to the Managing Shareholder, except that if an allocation 
of a loss would cause an Investor to have a negative amount in the 
Investor's capital account, the loss will be allocated to the 
Managing Shareholder instead in the amount necessary to prevent 
the creation of a negative balance in the Investor's capital 
account. Allocations in respect of additional series of Shares 
will be made in accordance with the terms thereof.

     If, however, the application of the allocation rules causes 
or would cause the Managing Shareholder to have a negative capital 
account balance at the end of any fiscal period, gains from any 
concurrent or subsequent sale or disposition of Trust Property 
outside the normal course of operation will be allocated 100% to 
the Managing Shareholder until the deficit is eliminated, and 
thereafter in accordance with the rules described above.  Gain or 
loss allocable to Shareholders from such sales or dispositions 
will be adjusted accordingly.  For federal income tax purposes 
only, any deduction allowed to the Trust on the ground that the 
Managing Shareholder received its Trust interest as compensation 
for services will be allocated solely to the Managing Shareholder.

Preferred Participation Rights and Early Investment Incentive.

     In recognition of the benefits the Trust will receive from 
early subscriptions for Investor Shares, the Trust provided 
Investors who subscribed promptly with an "Early Investment 
Incentive."  The Early Investment Incentive was given to each 
Investor whose subscription was fully completed and paid for and 
accepted prior to December 31, 1996. Investor Shares subscribed 
to after such date are not eligible for the incentive.  An 
Investor qualifying for the incentive (an "Early Investor") was 
entitled to preferred distributions payable out of the Trust's 
distributable operating net cash flow (which includes investment 
interest on unapplied funds) beginning in 1997. The amount of the 
Early Investment Incentive was determined by the number of 
"Preferred Participation Rights" granted to each Early Investor.  
Each Right entitled the holder to an aggregate distribution 
priority of $1,000 (i.e., 1% of the purchase price of one $100,000 
Investor Share).  The number of Rights earned by each Early 
Investor was determined by multiplying the number of whole or 
fractional Investor Shares subscribed to by the Investor by the 
number of whole or partial months from the date of the acceptance 
of the subscription to December 31, 1996, except that 
subscriptions from November 1 through December 31, 1996 were 
treated on the same basis as subscriptions received in October 
1996.

     During calendar years 1997 and 1998, all distributable 
operating net cash flow of the Trust was distributed 99% to the 
Early Investors and 1% to the Managing Shareholder until the 
Qualifying Investors received in each year distributions equal to 
$500 for each Right earned. Thereafter, all distributable 
operating net cash flow was distributed to all Shareholders in 
accordance with the normal distribution allocation provisions of 
the Declaration.  The full amount of the Rights was paid to 
Investors by January 1998 and no further amounts are due under the 
Rights, which have terminated.  

     (b)  Voting rights.  

     The Trust does not have a board of directors or trustees 
elected by Investors and the Investors have no rights to vote on 
the management of the Trust except through amending the 
Declaration or removing the Managing Shareholder as described 
below.  

     The Managing Shareholder may amend the Declaration without 
notice to or approval of the Investors for the following purposes:  
to cure ambiguities or errors; to conform the Declaration to the 
description in the Confidential Memorandum for the offering of 
Investor Shares, to equitably resolve issues arising under the 
Declaration so long as similarly situated Investors are not 
treated materially differently; to comply with law; to make other 
changes that will not materially and adversely affect any 
Investor's interest; to maintain the federal income tax status of 
the Trust; or to make modifications to the computation of items 
affecting the Investors' capital accounts to comply with the Code 
or to reflect the creation of an additional class or series of 
Shares and the terms thereof.  

     Other amendments to the Declaration may be proposed either by 
the Managing Shareholder or holders of at least 10% of the 
Investor Shares, either by calling a meeting of the Shareholders 
or by soliciting written consents. The procedure for such meetings 
or solicitations is found at Section 15.2 of the Declaration.  
Such proposed amendments require the approval of a majority in 
interest of the Investors given at a meeting of Shareholders or by  
written consents.   Any amendment requiring Investor action may 
not increase any Shareholder's liability, change the Capital 
Contributions required of him or her or the Investor's rights in 
interest in the Trust's profits, losses, deductions, credits, 
revenues or distributions in more than a de minimis matter, or 
change his rights on dissolution or any voting rights without the 
Shareholder's consent.  Any amendment which changes the Managing 
Shareholder's management rights requires its consent.

     The consent of all Investors is required for the following 
additional actions by the Trust:  actions contravening the 
Declaration or the Certificate of Trust of the Trust; actions 
making it impossible to carry on ordinary business; confessing a 
judgment in excess of 10% of the Trust's assets; dissolving or 
terminating the Trust, other than as provided by the Declaration; 
allowing the Managing Shareholder to possess or hold Trust 
Property for other than a Trust purpose or adding a new Managing 
Shareholder except as described below.  

Removal of Managing Shareholder

     The holders of at least 10% of the Investor Shares may 
propose the removal of a Managing Shareholder, either by calling a 
meeting or soliciting consents in accordance with the terms of the 
Declaration.  Removal of a Managing Shareholder requires the 
affirmative vote of a majority of the Investor Shares (excluding 
Investor Shares held by the Managing Shareholder which is the 
subject of the vote or by its affiliates).  Removal of a Managing 
Shareholder causes a dissolution of the Trust unless any remaining 
Managing Shareholder and a majority in interest of the Investors 
(or if there is no remaining Managing Shareholder, a majority in 
interest of the Investors) elect to continue the Trust.  The 
Investors may replace a removed Managing Shareholder or fill a 
vacancy by vote of a majority in interest of the Investors.  

     If a Managing Shareholder is removed, resigns (other than 
voluntarily without cause) or is unable to serve, it may elect to 
exchange its Management Share for a series of cash payments from 
the Trust in amounts equal to the amounts of distributions to 
which the Managing Shareholder would otherwise have been entitled 
under the Declaration in respect of investments made by the Trust 
prior to the date of any such removal, resignation or other 
incapacity.  The Managing Shareholder would continue to receive 
its pro rata share of all allocations to Investors as provided in 
the Declaration which are attributable to Investor Shares owned by 
the Managing Shareholder.  

     Alternatively, the Managing Shareholder may elect to engage a 
qualified independent appraiser and cause the Trust to engage 
another qualified independent appraiser (at the Trust's expense in 
each case) to value the Trust 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 Trust) whose determination, made on the same 
basis, would be final and binding.  

     Based on the appraisal, the Trust would make allocations to 
the Managing Shareholder'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 Trust's fiscal 
year had ended, solely for the purpose of determining the Managing 
Shareholder's capital account.  If the Managing Shareholder has a 
positive capital account after such allocation, the Trust would 
deliver a promissory note of the Trust to the Managing 
Shareholder, the principal amount of which would be equal to the 
Managing Shareholder'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 20% of any available cash before any 
distributions thereof are made to the Investors under the 
Declaration.

     If the capital account of the Managing Shareholder has a 
negative balance after such allocation, the Managing Shareholder 
would be obligated to contribute to the capital of the Trust in 
its sole discretion either cash in an amount equal to the negative 
balance in its capital account or a promissory note to the Trust 
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 Managing Shareholder chose to 
elect the appraisal alternative, its entire interest in the Trust 
would be terminated other than the right to receive the promissory 
note and payments thereunder as provided above. 

     (c)  Other rights and obligations.

     The Investor Shares have no preemptive rights.  The Trust 
intends but is not required to give existing Investors the first 
opportunity for a limited time to purchase any additional Shares 
offered unless, in the sole discretion of the Trust, market 
conditions or the need to raise additional capital on an expedited 
basis precludes an offering to all Investors.  In those cases, the 
Trust shall determine, in its sole discretion, the persons to whom 
additional Shares will be offered and sold.  Investors have no 
liability for further calls for capital or to assessment by the 
Trust.  No liabilities of the Trust can be generally imposed on 
its Shareholders under Delaware law.  See - Liability of 
Investors below.

     (d)  Restrictions on Transfer of Investor Shares

     No Investor may assign or transfer all or any part of his 
interest in the Trust and no transferee will be deemed a 
substituted Investor or be entitled to exercise or receive any of 
the rights, powers or benefits of an Investor other than the right 
to receive distributions attributable to the transferred interest 
unless (i) such transferee has been approved and accepted by the 
Trust, in its sole and absolute discretion, as a substituted 
Investor, and (ii) certain other requirements set forth in the 
Declaration have been satisfied.  As explained below at - Tax 
Aspects, the Trust does not intend to allow free transferability 
of Investor Shares or to allow the creation of a trading market in 
Investor Shares.  

     (e)  Liability of Investors

     Assuming compliance with the Declaration and applicable 
formative and qualifying requirements in Delaware and any other 
jurisdiction in which the Trust conducts its business, an Investor 
will not be personally liable under Delaware law for any 
obligations of the Trust, except to the extent of any unpaid 
Capital Contributions that he or she agrees to contribute to the 
Trust and except for indemnification liabilities arising from any 
misrepresentation made by him or her in the Investor Subscription 
Booklet  submitted to the Trust.  The Trust will, to the extent 
practicable, endeavor to limit the liability of the Investors in 
each jurisdiction in which the Trust operates.  

     The law governing whether a jurisdiction other than Delaware 
will honor the limitation of liability extended under Delaware law 
to the Investors is uncertain.  A number of states have adopted 
specific legislation permitting business trusts to limit the 
liability of their beneficiaries and it is likely that those 
states would similarly honor the Trust's limitations on liability 
of Investors.  In other states, there has been no authoritative 
legislative or judicial determination as to whether the limitation 
of liability would be honored and in some states the courts have 
held that the beneficiaries of a business trust could be liable 
for the trust's activities, regardless of their lack of 
participation in its management.  The Trust intends to make all 
investments in Projects through subsidiaries, such as limited 
partnerships or limited liability companies, that afford their 
owners limited liability in the relevant jurisdictions. Therefore, 
regardless of the local treatment of business trusts, the Trust 
believes that the Investors will not be subject to personal 
liability for Project liabilities and that with regard to the 
operation of the Trust itself the limitation of Investors' 
liability under Delaware law will govern.

     Under certain federal and state environmental laws of general 
application, entities that own or operate properties contaminated 
with hazardous substances may be liable for cleanup liabilities 
regardless of other limitations of liability.  The Trust is not 
aware of any case where such environmental liabilities were 
imposed on non-management participants in a business trust. 

     The Delaware Act does not contain any provision imposing 
liability on an Investor for participation in the control of the 
Trust, although no Investor has any rights to do so except through 
the rights to propose and vote on matters described above.  The 
Delaware Act does not require an Investor who receives 
distributions that are made when the Trust is or would be rendered 
insolvent to return those distributions under equitable principles 
enforced by courts.  Under Delaware decisions, a trust beneficiary 
who receives overpayments from a trust is obligated to return 
those payments, with interest, subject to equitable defenses.  The 
application of these cases to beneficiaries of a business trust is 
uncertain.  

     (f)  Issuance of additional classes of shares. 

     The Trust intends that all of its activities will be funded 
from the proceeds of this offering and earnings thereon.  In the 
future, the Trust may deem it to be necessary or in the Trust's 
best interests, however, for the Trust to commit additional funds 
to Projects in which it has previously participated or to further 
diversify its activities by participating in new Projects. If the 
Trust determines that these additional commitments should not be 
financed from Trust earnings, and, as is currently anticipated, 
the Trust does not borrow funds for these purposes, the Trust may 
sell additional Shares.

     Beginning six months and one day after the Termination Date, 
the Trust from time to time may create and sell additional 
Investor Shares or additional classes or series of Shares if the 
Managing Shareholder determines that the best interests of the 
Trust so require.  Additional classes or series may but are not 
required to be limited to the assets and cash flow of Projects or 
Project Entities that represent less than all of the entire Trust 
Property.  The Managing Shareholder is authorized to determine or 
alter any or all of the powers, preferences and rights, and the 
qualifications, limitations or restrictions granted to or imposed 
upon any unissued class or series of additional Shares, and to 
fix, alter or reduce the number of Shares comprising any such 
class or series and the designation thereof, or any of them, and 
to provide for the rights and terms of redemption or conversion of 
the Shares of any such class or series.  The Managing 
Shareholder's designation of the Shares and the terms and 
conditions of any new class or series of Shares shall be deemed an 
amendment of the Declaration and shall be effective without any 
notice to, action by or approval of the Investors.  Any Shares so 
designated or any additional Investor Shares may be offered to 
such persons and on such terms and conditions as the Trust may 
determine.

     Any additional Shares or classes or series of Shares shall 
have voting rights as designated by the Managing Shareholder; 
however, no such Share shall have more than one vote per $100,000 
of Capital Contributions for that Share on matters in which the 
holders of those Shares vote with the holders of Investor Shares, 
without the consent of the holders of a Majority of the Investor 
Shares.

     All Profits, Losses and other items attributable to 
additional classes or series of Shares shall be allocated as 
specified in the determination of the Managing Shareholder 
creating those Shares, except that any such allocation shall not 
unreasonably reduce allocations to existing Investors of Profits, 
Losses, Net Cash Flow and other items to the extent attributable 
to their Capital Contributions.  The Managing Shareholder's 
election in good faith of allocation methods (which may include 
subjective elements) shall be conclusive in the absence of willful 
misconduct or gross negligence.

     If the Trust does not raise sufficient additional capital to 
participate in additional activities or does not choose to do so, 
the Trust may offer the Managing Shareholder, its affiliates or 
partnerships or funds organized by any of them the right to so 
participate in place of the Trust.

     (g)  Tax matters.  There are many material tax aspects to 
the Investor Shares.  The Trust is an entity treated as a 
partnership for federal income tax purposes and under many state 
income tax laws.  As such, its income is not taxed separately and 
its income, gains, losses, deductions and tax credits are passed 
through to the Investors and the Managing Shareholder as 
described at  -- Distribution and Liquidation Rights above.  The 
Trust would lose partnership status for federal income tax 
purposes if it became a "publicly traded partnership."

     In order not to become a publicly traded partnership, 
the Trust may not permit any of the following to occur: 

     (i)  Interests in the partnership are regularly quoted 
by any person, such as a broker or dealer, making a market 
in the interests;

     (ii)  Any person regularly makes available to the 
public (including customers or subscribers) bid or offer 
quotes with respect to interests in the partnership and 
stands ready to effect buy or sell transactions at the 
quoted prices for itself or on behalf of others;

     (iii)  the holder of an interest in the partnership has 
a readily available, regular and ongoing opportunity to sell 
or exchange the interest through a public means of obtaining 
or providing information of offers to buy, sell, or exchange 
interests in the partnership; or

     (iv)  Prospective buyers and sellers otherwise have the 
opportunity to buy, sell or exchange interests in the 
partnership in a time frame and with the regularity and 
continuity that is comparable to that described in the other 
provisions of this paragraph . . . .

     The Managing Shareholder has represented to its tax counsel 
that it will not allow any transfer of Shares which, in the 
opinion of its counsel, will cause the Trust's Shares to be 
treated as readily tradable on such market without the consent of 
a Majority of the Investors.

     (i)  Provisions that might impede a change of control.

     As discussed above at  -- Voting Rights, the Investors do 
not have the right to vote routinely upon the management of the 
Trust.  Any amendment to the Declaration that would modify the 
Managing Shareholder's management rights requires the Managing 
Shareholder's consent.  A decision to remove the Managing 
Shareholder requires the calling of a special meeting or 
solicitation of consents from Investors, a majority vote of the 
Investor Shares.  Removal of the Managing Shareholder causes a 
dissolution of the Trust unless a new Managing Shareholder is 
concurrently elected.  Because the removed Managing Shareholder 
is entitled to compensation for its equity interest in the Trust, 
it might be difficult for the Trust to offer a new Managing 
Shareholder a comparable equity interest in the Trust.  All these 
provisions may have the effect of impeding a change of control of 
the Trust.  

Item 12.  Indemnification of Directors and Officers.

     Under the Declaration, the Trust's officers and agents, the 
Managing Shareholder, RPMC, the Corporate Trustee, the Panel 
Members and other Ridgewood Managing Persons when acting on behalf 
of the Trust (provided they act within the scope of the 
Declaration) may be indemnified by the Trust as determined by the 
Managing Shareholder in its sole discretion, which may be 
exercised at any time, regardless of whether or not a claim is 
pending or threatened, against liability for errors in judgment or 
other acts or omissions taken in good faith and not amounting to 
recklessness or willful misconduct.  The Managing Shareholder may 
make such determination regardless of the existence of a conflict 
of interest. 

     Expenses of defense or settlement may be advanced to a 
Ridgewood Managing Person in advance of a determination that 
indemnification will be provided if (i) the Ridgewood Managing 
Person provides appropriate security for the undertaking; (ii) the 
Ridgewood Managing Person is insured against losses or expenses of 
defense or settlement so that the advances may be recovered or 
(iii) independent legal counsel in a written opinion determines, 
based upon a review of the then readily-available facts, that 
there is reason to believe that the Managing Person will be found 
to be entitled to indemnification. Counsel may rely as to matters 
of business judgment or as to other  matters not involving 
determinations of law upon the advice of a committee of persons 
not affiliated with the Trust that may be appointed by the 
Managing Shareholder for that purpose.

     In addition, the Placement Agent will be indemnified and 
held harmless by the Trust against any losses or claims, based 
upon the assertion that the Placement Agent has any continuing 
duty or obligation, subsequent to any offering of Shares, to the 
Trust, the Panel Members, the Corporate Trustee or any 
Shareholder or otherwise to monitor Trust operations or report to 
Investors concerning Trust operations. 

     It is the position of the Securities and Exchange Commission 
and certain state securities administrators that any attempt to 
limit the liability of a general partner or persons controlling an 
issuer under the federal securities laws or state securities laws, 
respectively, is contrary to public policy and, therefore, 
unenforceable.

     The Managing Shareholder is not required to take action on 
behalf of the Trust unless the Trust has sufficient funds to meet 
obligations that might arise from that action.  The Managing 
Shareholder is not required to advance or expend its own funds for 
ordinary Trust business but is entitled to reimbursement from the 
Trust if it does so consistent with the Declaration.  The Managing 
Shareholder is not required to devote its time exclusively to the 
Trust and may engage in any other venture.

     The Managing Shareholder is applying for directors' and 
officers' liability insurance covering the Trust, the Managing 
Shareholder and all other Ridgewood Managing Persons.  

Item 13.  Financial Statements and Supplementary Data.

Index to Financial Statements       
Report of Independent Accountants                   F-2  
Balance Sheets at December 31, 1997 and 1996        F-3  
Statement of Operations for Year Ended
  December 31, 1997 and for Period 
  from Commencement of Share Offering 
  (April 12, 1996) through December 31, 1996        F-4  
Statement of Changes in Shareholders' 
  Equity for Year Ended December 31, 1997 
  and for Period from Commencement of Share Offering 
  through December 31, 1996                         F-5  
Statement of Cash Flows for Year Ended
  December 31, 1997 and for Period 
  from Commencement of Share Offering 
   through December 31, 1996                        F-6  
Notes to Financial Statements               F-7 to F-12

Financial Statements for Maine Hydro Projects *
Financial Statements for Maine Biomass Projects*

*To be supplied by amendment.

     All schedules are omitted because they are not applicable or 
the required information is shown in the financial statements or 
notes thereto.

     The financial statements are presented in accordance with 
generally accepted accounting principles for operating companies, 
using consolidation and equity method accounting principles.  

Item 14.  Changes in and Disagreements with Accountants on 
Accounting and Financial Disclosure.

     Neither the Trust nor the Managing Shareholder has had an 
independent accountant resign or decline to continue providing 
services since their respective inceptions and neither has 
dismissed an independent accountant during that period.  During 
that period of time no new independent accountant has been 
engaged by the Trust or the Managing Shareholder, and the 
Managing Shareholder's current accountants, Price Waterhouse LLP, 
have been engaged by the Trust.

Item 15.  Financial Statements and Exhibits

 (a)  Financial Statements.

     See the Index to Financial Statements in Item 13 hereof.

 (b)  Exhibits

     3.A.  Certificate of Trust of the Registrant.       Page 112

     3.B.  Amended Declaration of Trust of 
the Registrant.                                          Page 114

     3.C.  Amendment No. 2 to Declaration of Trust.      Page 169

	3.D.  Amendment No. 3 to Declaration of Trust.      Page 170

     10.A.  Agreement of Merger, dated as of July 1, 1996, by and 
among Consolidated Hydro Maine, Inc., CHI Universal, Inc., 
Consolidated Hydro, Inc., Ridgewood Maine Power Partners, L.P. 
and Ridgewood Maine Hydro Corporation.  Incorporated by reference 
to Exhibit 2.1 of the Current Report on Form 8-K filed by 
Ridgewood Electric Power Trust IV (Commission File No.0-25430, 
CIK 0000930364) with the Commission on January 8, 1997.

     10.B.  Letter, dated November 15, 1996, amending Agreement 
of Merger.  Incorporated by reference to Exhibit 2.2 of Amendment 
No. 1 to the -Current Report on Form 8-K filed by Ridgewood 
Electric Power Trust IV (Commission File No. 0-25430, CIK 
0000930364) with the Commission on January 9, 1997.

     10.C.  Letter, dated December 3, 1996, amending Agreement of 
Merger.  Incorporated by reference to Exhibit 2.3 of the 
Current Report on Form 8-K filed by Ridgewood Electric Power 
Trust IV (Commission File No.0-25430, CIK 0000930364) with the 
Commission on January 8, 1997.

     10.D.  Operation, Maintenance and Administration Agreement, 
dated November __, 1996, by and among Ridgewood Maine Hydro 
Partners, L.P., CHI Operations, Inc. and Consolidated Hydro, Inc. 
Incorporated by reference to Exhibit 10 of the Current Report on 
Form 8-K filed by Ridgewood Electric Power Trust IV (Commission 
File No.0-25430, CIK 0000930364) with the Commission on January 
8, 1997.

     10.E.  Management Agreement, dated as of April 12, 1996, 
between the Registrant and Ridgewood Power Corporation.  Page 172

     10.F.  Agreement to Purchase Membership Interests, dated 
as of June 11, 1997, by and between Ridgewood Maine, L.L.C. 
and Indeck Maine Energy, L.L.C.  Incorporated by reference to 
Exhibit 2.A. of Amendment No. 1 to Current Report on 
Form 8-K filed by Ridgewood Electric Power Trust IV (Commission 
File No.0-25430, CIK 0000930364), dated July 1, 1997.

     10.G.  Amended and Restated Operating Agreement of
Indeck Maine Energy, L.L.C., dated as of June 11, 1997. 
Incorporated by reference to Exhibit 2.B. of Amendment No. 1 to 
Current Report on Form 8-K filed by Ridgewood Electric Power 
Trust IV (Commission File No.0-25430, CIK 0000930364) dated July 
1, 1997.

     10.H.  Letter of Intent, dated January 8, 1998, between 
Ridgewood Power Corporation and NEO Corporation.        Page  178

The Registrant agrees to furnish supplementally a copy of any 
omitted exhibit or schedule to agreements filed as exhibits to 
the Commission upon request.


     21.   Subsidiaries of the Registrant               Page 187

     24.   Powers of Attorney                           Page 188

     27.   Financial Data Schedule                      Page 189



SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.

Signature                     Title                          Date



RIDGEWOOD ELECTRIC POWER TRUST IV (Registrant)

By:/s/ Robert E. Swanson    President and Chief    April 30, 1998
       Robert E. Swanson     Executive Officer





Ridgewood Electric Power Trust V

Financial Statements

December 31, 1997 and period April 12, 1996 -
  December 31, 1996






















     1177 Avenue of the Americas    Telephone 212 596 7000
     New York, NY 10036             Facsimile 212 596 8910

Price Waterhouse LLP                   [logo]

Report of Independent Accountants

April 2, 1998

To the Shareholders and Trustees of
Ridgewood Electric Power Trust V

In our opinion, the accompanying balance sheets and the related statements of 
operations, changes in shareholders' equity and of cash flows present fairly, 
in all material respects, the financial position of Ridgewood Electric Power 
Trust V at December 31, 1997 and 1996, and the results of their operations and 
their cash flows for the year ended December 31, 1997 and the period April 12, 
1996 (commencement of share offering) through December 31, 1996, in conformity 
with generally accepted accounting principles.  These financial statements are 
the responsibility of the Trust's management; our responsibility is to express 
an opinion on these financial statements based on our audits.  We conducted 
our audits of these statements in accordance with generally accepted auditing 
standards which require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements are free of 
material misstatement.  An audit 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, 
and evaluating the overall financial statement presentation.   We believe that 
our audits provide a reasonable basis for the opinion expressed above.

/s/Price Waterhouse LLP




Ridgewood Electric Power Trust V
Balance Sheet

                                                   December 31,
                                               1997           1996
Assets:
Cash and cash equivalents               $40,821,582     $7,654,619
Due from affiliates                          14,467        127,342
Interest receivable                         167,170         30,000
			
Total current assets                     41,003,219      7,811,961

Investment in hydro projects              6,694,826      6,913,421
Investment in biomass projects            6,617,862            ---
Deferred due diligence costs                154,018        219,919

Total assets                            $54,469,925    $14,945,301

Liabilities and shareholders' equity:

Accounts payable and accrued expenses    $1,101,285      $397,904
Due to affiliates                           322,522        45,466
Total current liabilities                 1,423,807       443,370

Commitments and contingencies

Shareholders' equity:			
Shareholders' equity (762.8 and 181.6
 shares issued and outstanding at 
 December 31, 1997 and 1996)            $53,077,526    $14,505,764
Managing shareholder's accumulated
 deficit                                    (31,408)        (3,833)
Total shareholders' equity               53,046,118     14,501,931

Total liabilities and shareholders'
 equity                                 $54,469,925    $14,945,301


See accompanying notes to the financial statements.





Ridgewood Electric Power Trust V
Statement of Operations

                                                   Commencement of
                                                    Share Offering
                                    For the       (April 12, 1996)
                                 Year Ended                Through
                          December 31, 1997      December 31, 1996

Revenue:
Interest income                 $ 1,003,276              $ 158,236
Income from hydro projects          521,710                 99,224
Loss from biomass projects         (680,109)                   ---

Total revenue                       844,877                257,460

Expenses:
Investment fee                    1,145,212                333,346
Project due diligence costs         603,639                  4,500
Allocated management costs         392,752                    ---
Accounting and legal fees            30,130                 31,356
Other expenses                       18,297                  2,633

Total expenses                    2,190,030                371,835

Net loss                       $ (1,345,153)            $ (114,375)


See accompanying notes to the financial statements.





Ridgewood Electric Power Trust V
Statement of Changes in Shareholders' Equity
For The Year Ended December 31, 1997 and The Period
April 12, 1996 To December 31, 1996


                                               Managing		
                         Shareholders       Shareholder           Total

Initial capital 
 contributions, net
 (181.6 shares)          $ 14,885,205       $      ---     $ 14,885,205
				
Cash distributions           (266,210)          (2,689)        (268,899)

Net loss for the period      (113,231)          (1,144)        (114,375)
   					
Shareholders' equity,
 December 31, 1996
 (181.6 shares)            14,505,764           (3,833)      14,501,931

Capital contributions,
 net (581.2 shares)        41,301,821              ---       41,301,821

Cash distributions         (1,398,357)         (14,124)      (1,412,481)

Net loss for the year      (1,331,702)         (13,451)      (1,345,153)

Shareholders' equity,
 December 31, 1997
 (762.8 shares)           $53,077,526         $(31,408)     $53,046,118


See accompanying notes to the financial statements.





Ridgewood Electric Power Trust V
Statement of Cash Flows

                                                   Commencement of
                                                    Share Offering
                                    For the       (April 12, 1996)
                                 Year Ended                Through
                          December 31, 1997      December 31, 1996
		
Cash flows from
 operating activities:			
  Net loss                    $ (1,345,153)            $ (114,375)
			
Adjustments to reconcile
 net loss to net cash used
 in operating activities:		 	
  Income from unconsolidated
   hydro projects                 (521,710)               (99,224)
  Loss from unconsolidated
   biomass projects                680,109                    ---
  Changes in assets and
   liabilities:
    Increase in interest
     receivable                   (137,170)               (30,000)
    Increase in accounts
     payable and accrued
     expenses                      703,381                397,904
    Increase in due to/from
     affiliate, net                389,931                (81,876)
    Total adjustments            1,114,541                186,804
  Net cash (used in) provided
   by operating activities        (230,612)                72,429

Cash flows from investing
 activities:			
  Investment in hydro projects    (265,952)            (6,814,197)
  Investment in biomass 
   projects                     (7,297,971)                   ---
  Distribution from 
   hydro projects                1,006,257                    ---
  Deferred due diligence
   costs                            65,901               (219,919)
    Net cash used in 
     investing activities       (6,491,765)            (7,034,116)

Cash flows from financing
 activities:			
  Proceeds from shareholders'
   contributions                52,580,637             17,553,004
  Selling commissions and
   offering costs paid         (11,278,816)            (2,667,799)
  Cash distributions to
   shareholders                 (1,412,481)              (268,899)
    Net cash provided by
     financing activities       39,889,340             14,616,306

Net increase in cash and
 cash equivalents               33,166,963              7,654,619

Ridgewood Electric Power Trust V
Statement of Cash Flows (continued)


Cash and cash equivalents,
 beginning of period             7,654,619                    ---

Cash and cash equivalents,
 end of period                $ 40,821,582            $ 7,654,619

See accompanying notes to financial statements.





Ridgewood Electric Power Trust V
Notes to Financial Statements


1.  Organization and Purpose

Nature of Business

     Ridgewood Electric Power Trust V (the "Trust") was formed as a Delaware 
business trust in March 1996 by Ridgewood Energy Holding Corporation acting as 
the Corporate Trustee.  The managing shareholder of the Trust is Ridgewood 
Power Corporation.  The Trust began offering shares on April 12, 1996 and 
discontinued its offering on April 15, 1998.

     The Trust has been organized to invest in independent power generation 
facilities and in the development of these facilities. These independent power 
generation facilities will include cogeneration facilities, which produce both 
electricity and heat energy and other power plants that use various fuel 
sources (except nuclear).

2.  Summary Of Significant Accounting Policies

Accounting for investment in power generation projects

     The Trust uses the equity method of accounting for its investments in 
affiliates which are 50% owned because the Trust has the ability to exercise 
significant influence over the operating and financial policies of the 
affiliate but does not control the affiliates.  The Trust's share of the 
earnings of the affiliates is included in the results of operations.

Use of estimates

     The preparation of financial statements in conformity with generally 
accepted accounting principles requires management to make estimates and 
assumptions that affect the reported amounts of assets and liabilities, and 
disclosure of contingent assets and liabilities at the date of the financial 
statements and the reported amounts of revenues and expenses during the 
reporting period.  Actual results could differ from the estimates.

Cash and cash equivalents

     The Trust considers all highly liquid investments with maturities when 
purchased of three months or less as cash and cash equivalents.

Income taxes

     No provision is made for income taxes in the accompanying financial 
statements as the income or losses of the Trust are passed through and 
included in the tax returns of the individual shareholders of the Trust.

Offering costs 

     Costs associated with offering Trust shares (selling commissions, 
distribution and offering costs) are reflected as a reduction of the 
shareholders' capital contributions.  

Due diligence costs relating to potential power projects

     Costs relating to the due diligence performed on potential power project 
investments are initially deferred, until such time as the Trust determines 
whether or not it will make an investment in the respective project.  Costs 
relating to completed projects are capitalized and costs relating to rejected 
projects are expensed at the time of rejection.

Subscription receivable

     Capital contributions are recorded upon receipt of the appropriate 
subscription documents.  Subscriptions receivable from shareholders are 
reflected as a reduction of shareholders' equity, not as an asset.  At 
December 31, 1997 and 1996, the Trust has subscriptions receivable of 
$8,604,653 and $610,000, respectively.

3.  Investments

     The Trust has the following investments in power generation projects:

                          Nature of         Ownership
Project Name              Ownership         Interest       1997         1996

Maine Hydro Projects     Partnership          50%     $6,694,826  $6,913,421
Maine Biomass Projects   Limited Liability
                          Companies           50%      6,617,862         ---

Maine Hydro Projects

     On September 5, 1996, Ridgewood Maine Hydro Partners, L.P. was formed as 
a Delaware limited partnership ("Ridgewood Hydro L.P.").  The Trust made 
investments totaling $6,748,256 and owns a 50% limited partnership interest in 
Ridgewood Hydro L.P.  In addition, Ridgewood Maine Hydro Corporation was 
formed as a Delaware corporation ("RMHCorp.").  The Trust invested $65,941 and 
owns 50% of the outstanding common stock of RMHCorp., which is the sole 
general partner of Ridgewood Hydro L.P. 

     On December 23, 1996, in a merger transaction, Ridgewood Hydro L.P. 
acquired 14 hydroelectric projects, located in Maine (the "Maine Hydro 
Projects"), from a subsidiary of Consolidated Hydro, Inc.  The assets acquired 
include a total of 11.3 megawatts of electrical generating capacity.  The 
electricity generated is sold to Central Maine Power Company and Bangor Hydro 
Company under long-term contracts.  The purchase price was $13,628,395 cash, 
including transaction costs.  In addition, Ridgewood Hydro L.P. assumed a 
long-term lease obligation of $1,004,679.  The Trust's 50% share of the cash 
consideration paid was $6,814,198. The remaining 50% was paid by Ridgewood 
Electric Power Trust IV ("Trust IV").  Ridgewood Power Corporation is the 
managing partner of the Trust and Trust IV.

     The Trust's 50% investment in the Maine Hydro Projects is accounted for 
under the equity method of accounting.  The Trust's equity in the earnings of 
the Maine Hydro Projects have been included in the financial statements since 
December 23, 1996.

     The Maine Hydro Projects are operated by a subsidiary of Consolidated 
Hydro, Inc., under an Operation, Maintenance and Administrative Agreement.  
The annual operator's fee is $307,500, adjusted for inflation, plus an annual 
incentive fee equal to 50% of the net cash flow in excess of a target amount.  
The Maine Hydro Projects recorded $429,430 and $3,070 of expense under this 
arrangement during the periods ended December 31, 1997 and 1996, respectively.  
The agreement has a five year term and can be renewed for two additional five 
year terms by mutual consent.

     Summarized financial information for the Maine Hydro Projects are as 
follows:

Balance Sheet Information

                                December 31, 1997          December 31, 1996

Current assets                         $1,757,908               $  2,115,375
Electric power sales contract          12,225,765                 13,286,920
Other non-current assets                  634,952                    800,000
Total assets                          $14,618,625                $16,202,295

Current liabilities                    $  291,911                  1,370,774
Non-current liabilities                   937,062                  1,004,679
Partners' equity                       13,389,652                 13,826,842
Total liabilities and equity          $14,618,625                $16,202,295

Statement of Operations Information

                                                              For the Period
                                                           December 23, 1997
                              For the Year Ended       (date of acquisition)
                               December 31, 1997        to December 31, 1996

Revenue                               $4,113,065                    $192,152
Operating expenses                     2,952,589                      50,340
Net Income                             1,043,420                     198,447

Maine Biomass Projects
     On July 1, 1997, through a subsidiary, the Trust purchased a preferred 
membership interest in Indeck Maine Energy, L.L.C. ("Maine Biomass Projects"), 
which owns two electric power generating stations fueled by waste wood.  The 
aggregate purchase price was $7,297,971 and includes transaction costs of 
$297,971.  Each project has 24.5 megawatts of electrical generating capacity.  
The Penobscot project is located in West Enfield, Maine and the Eastport 
project is located in Jonesboro, Maine.  The Maine Biomass Projects had a 
power sales contract with the New England Power Pool, which expired on August 
31, 1997.  The facilities were shut down in September 1997 and were 
reactivated in November 1997 to sell capacity and energy to Bangor Hydro-
Electric Company, a local utility ("BHC") on a month-to-month basis.  The 
facilities were again shut down in January 1998.  The cost of maintaining the 
idled facilities in good condition is approximately $100,000 per month.

     The preferred membership interest entitles the Trust to receive an 18% 
cumulative annual return on its $7,000,000 capital contribution to the Maine 
Biomass Projects from the operating net cash flow from the projects.  Trust IV 
also purchased an identical preferred membership interest in Indeck Maine.  
After payments in full to the preferred membership interests, up to $2,520,000 
of any remaining operating net cash flow during the year is paid to the other 
Maine Biomass Project members.  Any remaining operating net cash flow is 
payable 25% to the Trust and Trust IV and 75% to the other Maine Biomass 
Project members.

     The Trust's investment in the Maine Biomass Projects is accounted for 
under the equity method of accounting.  The Trust's equity in the loss of the 
Maine Biomass Projects for the period July 1, 1997 to December 31, 1997 was 
$680,109.

     The Penobscot and Eastport projects are operated by Indeck Operations, 
Inc., an affiliate of the members of Indeck Maine.  The annual operator's fee 
is $300,000, of which $200,00 is payable contingent upon the Trusts receiving 
their cumulative annual return.  The management agreement has a term of one 
year and automatically continues for successive one year terms, unless 
canceled by either the Maine Biomass Projects or Indeck Operations, Inc.  The 
Trusts can also cancel the contract effective December 31, 1998 if certain 
preferred membership interest payments have not been made.

     Summarized financial information for the Maine Biomass Projects is as 
follows:

Balance Sheet Information at December 31, 1997

Current assets         $861,677       Current liabilities           $912,683
Non-current assets    3,524,356       Members' equity              3,473,350
Total assets         $4,386,033       Total liabilities 
                                       and equity                 $4,386,033


Statement of Operations Information for the Period July 1, 1997 (date of 
acquisition) to December 31, 1997

Revenue                          $2,991,793
Operating expenses                4,278,506
Depreciation & Amortization          97,952
                                $(1,384,665)

4.  Electric Power Sales Contracts

     The Maine Hydro Projects qualify as small power production facilities 
under the Public Utility Regulatory Policies Act ("PURPA").  PURPA requires 
that each electric utility company operating at the location of a small power 
production facility, as defined, purchase the electricity generated by such 
facility at a specified or negotiated price.  The Maine Hydro Projects sell 
substantially all of their electrical output to two public utility companies, 
Central Maine Power Company ("CMP") and Bangor Hydro-Electric Company ("BHC"), 
under long-term power purchase agreements.  Eleven of the twelve power 
purchase agreements with CMP expire in December 2008 and are renewable for an 
additional five year period.  The twelfth power purchase agreement with CMP 
expires in December 2007 with CMP having the option to extend the contract 
three more five-year periods.  The two power purchase agreements with BHC 
expire December 2014 and February 2017.

5.  Line of Credit Facility

     During the fourth quarter of 1997, the Trust and its principal bank 
executed a revolving line of credit agreement, whereby the bank will provide a 
three year committed line of credit facility of $750,000.  At December 31, 
1997, there were no borrowing outstanding under the facility.  Outstanding 
borrowings bear interest at the bank's prime rate or, at the Trust's choice, 
at LIBOR plus 2.5%.  The credit agreement will require the Trust to maintain a 
ratio of total debt to tangible net worth of no more than 1 to 1 and a minimum 
debt service coverage ratio of 2 to 1.

6.  Fair Value of Financial Instruments
 
      At December 31, 1997, the carrying value of the Trust's cash, receivables 
and accounts payable approximates their fair value.
 
7.  Transactions With Managing Shareholder and Affiliates

     The Trust pays to the managing shareholder a distribution and offering 
fee up to 6% of each capital contribution made to the Trust.  This fee is 
intended to cover legal, accounting, consulting, filing, printing, 
distribution, selling and closing costs for the offering of  the Trust.  For 
the period ended December 31, 1997 and 1996, the Trust paid fees for these 
services to the managing shareholder of $4,562,147 and $1,082,038, 
respectively.  These fees are recorded as a reduction in the shareholders' 
capital contribution.

     The Trust also pays to the managing shareholder an investment fee up to 
2% of each capital contribution made to the Trust.  The fee is payable to the 
managing shareholder for its services in investigating and evaluating 
investment opportunities and effecting transactions for investing the capital 
of the Trust. For the period ended December 31, 1997 and 1996, the Trust paid 
investment fees to the managing shareholder of $1,145,212 and $333,346, 
respectively.

     The Trust entered into a management agreement with the managing 
shareholder under which the managing shareholder renders certain management, 
administrative and advisory services and provides office space and other 
facilities to the Trust. As compensation to the managing shareholder for such 
services, the Trust pays the managing shareholder an annual management fee 
equal to 2.5% of the total capital contributions to the Trust payable monthly 
upon the closing of the Trust which occurred in April 1998.  In addition, the 
managing shareholder provides certain project management services to the 
Trust.  The managing shareholder charges the Trust at its cost for the 
services and for the allocable amount of certain overhead items.  For the year 
ended December 31, 1997, the managing shareholder charged $392,752 to the 
Trust.

     Under the Declaration of Trust, the managing shareholder is entitled to 
receive each year 1% of all distributions made by the Trust (other than those 
derived from the disposition of Trust property) until the shareholders have 
been distributed each year an amount equal to 14% of their equity 
contribution.  Thereafter, the managing shareholder is entitled to receive 20% 
of the distributions for the remainder of the year.  The managing shareholder 
is entitled to receive 1% of the proceeds from dispositions of Trust 
properties until the shareholders have received cumulative distributions equal 
to their original investment ("Payout").  After Payout, the managing 
shareholder is entitled to receive 20% of all remaining distributions of the 
Trust.

     Where permitted, in the event the managing shareholder or an affiliate 
performs brokering services in respect of an investment acquisition or 
disposition opportunity for the Trust, the managing shareholder or such 
affiliate may charge the Trust a brokerage fee.  Such fee may not exceed 2% of 
the gross proceeds of any such acquisition or disposition.  No such fees have 
been paid through December 31, 1997.

     The managing shareholder purchased one share of the Trust for $83,000 in 
1996.  Through December 31, 1997, commissions and placement fees of $761,808 
were earned by Ridgewood Securities Corporation, an affiliate of the managing 
shareholder.

     Under an Operating Agreement with the Trust, Ridgewood Power Management 
Corporation ("Ridgewood Management"), an entity related to the managing 
shareholder through common ownership, provides management, purchasing, 
engineering, planning and administrative services to the Trust's power 
generation projects.  Ridgewood Management charges the projects at its cost 
for these services and for the allocable amount of certain overhead items.  
Allocations of costs are on the basis of identifiable direct costs, time 
records or in proportion to amounts invested in projects managed by Ridgewood 
Management.  During the period ended December 31, 1997 and 1996, Ridgewood 
Management did not charge any amounts to the Maine Hydro projects or Maine 
Biomass projects.

EX-3.A

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 03/14/1996
960074760-2602880

CERTIFICATE OF TRUST
OF
RIDGEWOOD ELECTRIC POWER TRUST V

     This Certificate of Trust ("Certificate") is being executed 
as of March 13, 1996, for the purpose of forming a business trust 
pursuant to the Delaware Business Trust Act, Del. Code. Ann. Tit. 
12, ch. 38, Sections 3810 et seq.

     NOW, THEREFORE, the undersigned hereby certifies as follows:

     1. Name.  The name of the trust is Ridgewood Electric Power 
Trust V (the "Trust").

     2. Name and Business Address of the Trustee.  The name of 
the Trustee of the Trust is Ridgewood Energy Holding Corporation, 
a Delaware corporation, having its principal place of business at 
1105 North Market Street, Suite 1300, Wilmington, Delaware  
19899.

     IN WITNESS WHEREOF, the undersigned has duly executed this 
Certificate as of the day and year first above written.

RIDGEWOOD ENERGY HOLDING CORPORATION

/s/Robert E. Swanson
Robert E. Swanson, 
President

EX-3.B

AMENDED DECLARATION OF TRUST FOR 
RIDGEWOOD ELECTRIC POWER TRUST V 
 
     This AMENDED DECLARATION OF TRUST (the "Declaration"),  
is made as of April 12, 1996 and has been amended as of July  
19, 1996, by Ridgewood Energy Holding Corporation, a  
Delaware corporation ("Ridgewood Holding"), who, with its  
successors as trustees under this Declaration, is referred  
to as the "Corporate Trustee," for the benefit of those  
persons who are accepted as holders of shares of beneficial  
interest under this Declaration. 
 
     WHEREAS, the Corporate Trustee has organized RIDGEWOOD  
ELECTRIC POWER TRUST V (the "Trust") as a business trust  
under the Delaware Business Trust Act, to provide for the  
management of the Trust by Ridgewood Power Corporation, a  
Delaware corporation ("Ridgewood Power," or "Managing  
Shareholder" when acting hereunder in such capacity), and to  
provide for the sale of beneficial interests in the Trust,  
the operation of the Trust and the rights of the Corporate  
Trustee and owners of beneficial interests; and 
 
     WHEREAS, a Certificate of Trust (the Certificate") was  
filed by the Corporate Trustee on March 14, 1996 with the  
Secretary of State of Delaware to evidence the existence of  
the Trust; 
 
     WHEREAS, the Corporate Trustee is executing this  
Declaration for the benefit of those persons accepted as  
holders of shares of beneficial interest. 
 
     NOW, THEREFORE, the Corporate Trustee declares that it  
constitutes and appoints itself trustee of the sum of $10.00  
owned by it, together with all other property that it  
acquires under this Declaration as trustee, together with  
the proceeds thereof, to hold, IN TRUST, to manage and  
dispose of for the benefit of the holders, from time to  
time, of beneficial interests in the Trust, subject to the  
provisions of this Declaration as follows: 
 
 
ARTICLE 1 
 
ORGANIZATION AND POWERS 
 
     1.1  Trust Estate; Name.  The Trust, comprised of the  
trust estate created under this Declaration and the business  
conducted hereunder, shall be designated as "Ridgewood  
Electric Power Trust V," which name shall refer to the trust  
estate and to the Corporate Trustee in its capacity as  
trustee of the trust estate but not in any other capacity  
and which shall not refer to the officers, agents, other  
trustees or beneficial owners of the Trust.  To the extent  
possible, the Corporate Trustee shall conduct all business  
and execute all documents relating to the Trust in the name  
of the Trust and not as trustees.  The Corporate Trustee may  
conduct the business of the Trust or hold its property under  
other names as necessary to comply with law or to further  
the affairs of the Trust as it deems advisable in their sole  
discretion.  This Declaration, the Certificate and any other  
documents, and any amendments of any of the foregoing,  
required by law or appropriate, shall be recorded in all  
offices or jurisdictions where the Trust shall determine  
such recording to be necessary or advisable for the conduct  
of the business of the Trust. 
 
     1.2  Purpose.  (a)  The Trust's purposes are to invest  
in and to operate where appropriate projects in the  
independent electric power, energy, environmental compliance  
and capital facilities development industries.  However, the  
Trust will not invest in, develop or operate nuclear  
facilities that produce electricity.  The Trust may  
participate in pre-development or preparatory activities for  
any of these types of projects, including without limitation  
evaluation, planning, permitting or development.   
Illustrations of some of the types of projects in which the  
Trust may invest, without limitation, include cogeneration  
facilities producing electricity and useful heat energy;  
other independent electric generation facilities using non- 
nuclear sources of energy; facilities related to the  
production, transmission, distribution or disposal of energy  
or environmentally sensitive substances; motive power  
facilities, processing facilities; or infrastructure  
facilities.  
 
     (b)  In carrying out its purposes, the Trust has the  
power to perform any act that is necessary, advisable,  
customary or incidental thereto.  It may invest in a passive  
or active manner in, develop, plan, construct, manage,  
operate, advise, transfer or dispose of any facility or  
interest and produce or market products or services.  The  
Trust may act independently, through subsidiary  
organizations, in cooperation with others or through  
business entities in which others have interests whether as  
principal, agent, partner, owner, member, associate, joint  
venturer or otherwise.  When related to its trust purposes,  
the Trust may also guarantee obligations of other persons,  
supply collateral for those obligations or for the issuance  
of letters of credit or surety bonds benefiting other  
persons, enter into leases as lessor or lessee or acquire  
goods or services for the use or benefit of other persons. 
 
     (c)  The Trust may make interim investments of funds in  
any vehicle permitted by this Declaration and may take all  
action necessary, advisable or appropriate to maintain its  
existence, enforce this Declaration and its rights or the  
rights of the Shareholders and comply with legal  
requirements. 
	 
     1.3  Relationship among Shareholders; No Partnership.   
As among the Trust, the Corporate Trustee, the Shareholders  
and the officers and agents of the Trust, a trust and not a  
partnership is created by this Declaration irrespective of  
whether any different status may be held to exist as far as  
others are concerned or for tax purposes or in any other  
respect.  The Shareholders hold only the relationship of  
trust beneficiaries to the Corporate Trustee with only such  
rights as are conferred on them by this Declaration. 
 
     1.4  Organization Certificates.  The parties hereto  
shall cause to be executed and filed (a) the Certificate,  
(b) such certificates as may be required by so-called  
"assumed name" laws in each jurisdiction in which the Trust  
has a place of business, (c) all such other certificates,  
notices, statements or other instruments required by law or  
appropriate for the formation and operation of a Delaware  
business trust in all jurisdictions where the Trust may  
elect to do business, and (d) any amendments of any of the  
foregoing required by law or appropriate. 
 
     1.5  Principal Place of Business.  The principal place  
of business of the Trust shall be The Ridgewood Commons, 947  
Linwood Avenue, Ridgewood, New Jersey 07450 or such other  
place as the Trust may from time to time designate by notice  
to all Investors.  The Trust's office in the State of  
Delaware and the principal place of business of Ridgewood  
Holding are 1105 North Market Street, Suite 1300,  
Wilmington, Delaware 19899, or such other place as the Trust  
may designate from time to time by notice to all Investors.   
The Trust may maintain such other offices at such other  
places as the Trust may determine to be in the best  
interests of the Trust.   
 
     1.6  Admission of Investors.  (a) The Trust shall have  
the unrestricted right at all times prior to the Termination  
Date (as defined in Article 2) to admit to the Trust such  
Investors as it may deem advisable, provided the aggregate  
subscriptions received for Capital Contributions (as defined  
in Article 2) of the Investors and accepted by the Trust do  
not exceed $50,000,000 immediately following the admission  
of such Investors.  The Trust in its sole discretion may  
increase the $50,000,000 amount to not more than $75,000,000  
at any time prior to the Termination Date.  One Investor  
Share will be issued for each $100,000 of Capital  
Contributions and fractional Shares may be issued in the  
Managing Shareholder's sole discretion for proportional  
amounts of Capital Contributions.  After the Termination  
Date, the sale of Shares or different series of Shares is  
governed by Section 9.5. 
 
     (b) Each Investor shall execute a Subscription  
Agreement (as defined in Article 2) and make such Capital  
Contributions to the Trust as subscribed by the Investor.   
Subject to the acceptance thereof by the Trust, each  
Investor who executes a Subscription Agreement shall be  
admitted to the Trust as an Investor. All funds received  
from such subscriptions will be deposited in the Trust's  
name in an interest-bearing escrow account at a commercial  
bank until the Escrow Date (as defined in Article 2).   
 
     (c) If, by the close of business on July 31, 1996,  
Investor Shares representing Capital Contributions in the  
aggregate amount of at least $1,500,000 have not been sold  
or if the Trust withdraws the offering of Investor Shares in  
accordance with the terms of this Declaration, the Trust  
shall be immediately dissolved at the expense of the  
Managing Shareholder and all subscription funds shall be  
forthwith returned to the respective subscribers together  
with any interest earned thereon.  As soon after the  
Termination Date as practicable, the Trust shall advise each  
Investor of the Termination Date and the aggregate amount of  
Capital Contributions made by all Investors.   
 
     (d)  The full cash price for Shares must be paid to the  
Trust at the time of subscription, unless, after   
subscriptions for at least an aggregate of 15 Investor  
Shares have been accepted by the Trust, a subsequent  
subscriber obtains the consent of the Trust (which may be  
refused in its sole discretion) to delay full payment  
until not later than the Termination Date in anticipation of  
obtaining financing from other sources. 
 
     1.7  Term of the Trust.  For all purposes, this  
Declaration shall be effective on and after the date hereof  
and the Trust shall continue in existence until the fortieth  
anniversary of that date, at which time the Trust shall  
terminate unless sooner terminated under any other provision  
of this Declaration. 
 
     1.8  Powers of the Trust.  Without limiting any powers  
granted to the Trust under this Declaration or applicable  
law, in carrying out its purposes the Trust has all powers  
granted to a corporation incorporated under the Delaware  
General Corporation Law, including, without limitation: 
 
     (a)  To borrow money or to loan money and to pledge or  
mortgage any and all Trust Property and to execute  
conveyances, mortgages, security agreements, assignments and  
any other contract or agreement deemed proper and in  
furtherance of the Trust's purposes and affecting it or any  
Trust Property (including without limitation the Management  
Agreement (as defined in Article 2)); provided, however,  
that the Trust shall not loan money to the Managing  
Shareholder, any Trustee or any other Managing Person; 
 
     (b)  To pay all indebtedness, taxes and assessments due  
or to be due with regard to Trust Property and to give or  
receive notices, reports or other communications arising out  
of or in connection with the Trust's business or Trust  
Property; 
 
     (c)  To collect all monies due the Trust; 
 
     (d)  To establish, maintain and supervise the deposit  
of funds or Trust Property into, and the withdrawals of the  
same from, Trust bank accounts or securities accounts; 
 
     (e)  To employ accountants to prepare required tax  
returns and provide other professional services and to pay  
their fees as a Trust expense; 
 
     (f)  To make any election relating to adjustments in  
basis on behalf of the Trust or the Shareholders which is or  
may be permitted under the Code, particularly with respect  
to Sections 743 and 754 of the Code; 
 
     (g)  To employ legal counsel for Trust purposes and to  
pay their fees and expenses as a Trust expense; and 
 
    	(h)  To conduct the affairs of the Trust with the  
general objective of achieving capital appreciation and  
distributable income from the Trust Property. 
 
     1.9.  Preferred Participation Rights. (a) Investors  
whose subscriptions are accepted by the Trust and who have  
made full payment for those Shares not later than October  
31, 1996 (or at an earlier or later date chosen by the  
Managing Shareholder in its sole discretion if by that date  
the Trust has accepted Share subscriptions for at least $20  
million) will be issued Preferred Participation Rights for  
those Shares.  Each qualifying Investor will receive  
Preferred Participation Rights at the rate of one right for  
each qualifying Share, multiplied by the number of whole  
months (a fractional month being considered to be a whole  
month) from the date the subscription is accepted by the  
Trust through December 31, 1996.  Fractional Preferred  
Participation Rights will be issued.  If for any reason a  
subscription or full payment for Shares is not received by  
the deadline, Preferred Participation Rights for those  
Shares will not be issued.  
 
     (b)  The holders of Preferred Participation Rights  
shall be entitled to distributions as provided under Section  
8.1(d) but shall have no voting, liquidation or other rights  
in respect of the Preferred Participation Rights, except for  
the class voting provision of this Section 1.9(b) and the  
right to receive, if available, any unpaid balance in  
respect of the Preferred Participation Rights.  Preferred  
Participation Rights are not transferable apart from and  
must be transferred with the Shares with which they are  
associated.  Each Preferred Participation Right may be  
repurchased at any time by the Trust, subject to applicable  
law, at a price per Preferred Participation Right equal to  
$1,000 minus any distributions made in respect of that  
Preferred Participation Right.  The rights of holders of  
Preferred Participation Rights may not be modified except by  
an amendment to this Declaration that is also consented to  
by the affirmative vote of the holders of at least a  
majority of the outstanding Preferred Participation Rights,  
voting as a class.   
 
 
ARTICLE 2 
 
DEFINITIONS 
 
     The following terms, whenever used herein, shall have  
the meanings assigned to them in this Article 2 unless the  
context indicates otherwise.  References to sections and  
articles without further qualification denote sections and  
articles of this Declaration.  The singular shall include  
the plural and the masculine gender shall include the  
feminine, and vice versa, as the context requires, and the  
terms "person" and "he" and their derivations whenever used  
herein shall include natural persons and entities,  
including, without limitation, corporations, partnerships  
and trusts, unless the context indicates otherwise. 
 
     "Act" - The federal Securities Act of 1933, as amended,  
and any rules and regulations promulgated thereunder. 
 
     "Adjusted Capital Account" - A Shareholder's Capital  
Account at any time (determined before any allocations for  
the current fiscal period) (a) increased by (i) the amount  
of the Shareholder's share of partnership minimum gain (as  
defined in Regulation Section 1.704-2(d)) at such time, (ii)  
the amount of the Shareholder's share of the minimum gain  
attributable to a partner nonrecourse debt (as defined in  
Regulation Section 1.704-2(b)(4)) and (iii) the amount of  
the deficit balance in the Shareholder's Capital Account  
which the Shareholder is obligated to restore under  
Regulation Section 1.704-1(b)(2)(ii)(c), if any, and (b)  
decreased by reasonably expected adjustments, allocations  
and distributions described in Regulation Sections 1.704- 
1(b)(2)(ii)(d)(4), (5) and (6) (taking into account the  
adjustments required by Regulation Sections 1.704-2(g)(ii)  
and 1.704-2(i)(5)). 
 
     "Affiliate" - An "Affiliate" of,  or person  
"Affiliated" with, a specified person is a person that  
directly, or indirectly through one or more intermediaries,  
controls, or is controlled by, or is under common control  
with, the person specified. 
 
     "Average Annual Capital Contributions" - For any  
calendar year or shorter period, the Trust will compute as  
of each day an amount equal to the total Capital  
Contributions of the Investors (excluding Capital  
Contributions made in respect of additional classes or  
series of Shares under Section 9.5) minus all prior  
distributions made under Section 8.1(c) to Investors.  The  
"Average Annual Capital Contributions" will equal the sum of  
the amounts computed under the preceding sentence on each  
day in the year or period, divided by the actual number of  
days in the year or period.   
 
     "Capital Account" - The amount representing a  
Shareholder's capital interest in the Trust, as determined  
under Article 6 hereof.  
 
     "Capital Contributions" - The aggregate capital  
contributions of the Investors accepted by the Trust in  
payment of the purchase price of one or more whole or  
fractional Investor Shares (inclusive of the amount of any  
fee or other compensation waived by the Trust, the Managing  
Shareholder or the Placement Agent) plus any amounts  
contributed by the Managing Shareholder pursuant to Section  
14.7 and minus any return of capital by the Trust. 
 
     "Certificate" - The Certificate of Trust of the Trust,  
as amended from time to time. 
 
     "Code" - The Internal Revenue Code of 1986, as amended  
from time to time, and any rules and regulations promulgated  
thereunder. 
 
     "Corporate Trustee" - Ridgewood Holding or its  
successors as Corporate Trustee.  The Corporate Trustee acts  
as legal title holder of the Trust Property, subject to the  
terms of this Declaration.    
 
     "Declaration" - This Declaration of Trust, as amended  
from time to time. 
 
     "Delaware Act" - The Delaware Business Trust Act, as  
amended from time to time (currently codified as title 12,  
chapter 38 of the Delaware Code). 
 
     "Escrow Date" - The later of the dates on which the  
Trust (i) accepts the subscription that causes Capital  
Contributions in the initial offering to Investors to be at  
least $1,500,000, (ii) deposits at least $1,500,000 in  
collected funds in escrow under Section 1.6(b), provided,  
however, the Escrow Date shall not be later than July 31,  
1996. 
 
     "Investor" -  A purchaser of Investor Shares (which  
will include the Managing Shareholder to the extent it  
acquires Investor Shares) whose subscription is accepted by  
the Trust. 
 
     "Investor Share" - Beneficial interests in the Trust  
representing an initial Capital Contribution of $100,000. 
 
     "Losses" - Defined at "Profits or Losses." 
 
     "Majority" - A majority in interest of the Investors  
(including the Managing Shareholder to the extent it owns  
Investor Shares), or of a subgroup of Investors in  
appropriate cases.  
 
     "Management Agreement" - The management agreement  
between the Trust and the Managing Shareholder as described  
in the Memorandum, and as may be amended. 
 
     "Management Share" - Interest in the Trust that  
represents the beneficial interests and management rights of  
the Managing Shareholder in its capacity as Managing  
Shareholder, but excluding the Managing Shareholder's  
interest, if any, attributable to Investor Shares acquired  
by it.  
 
     "Managing Person" - Any of the following: (a) Trust  
officers, agents, or Affiliates, the Managing Shareholder,  
the Corporate Trustee, Panel Members, RPMC or other  
Affiliates of the Managing Shareholder or the Corporate  
Trustee  and (b) any directors, officers or agents of any  
organizations named in (a) above when acting for the  
Corporate Trustee, the Managing Shareholder or any  
of their Affiliates on behalf of the Trust. 
 
     "Managing Shareholder" - Ridgewood Power and any  
substitute or different Managing Shareholder as may  
subsequently be created under the terms of this Declaration. 
 
     "Memorandum" - The Confidential Memorandum dated April  
12, 1996 of the Trust, as the same may be amended or  
supplemented from time to time, to which this Declaration is  
an Exhibit. 
 
     "Net Cash Flow" -  The total gross receipts of the  
Trust, less cash operating expenses, all other cash  
expenditures of the Trust and reasonable reserves as  
determined by the Trust to cover anticipated Trust expenses.   
For purposes of determining Net Cash Flow, gross receipts  
shall mean proceeds from any source whatsoever, including,  
but not limited to, income from operations and the temporary  
investment of Trust funds under Section 10.5 and any  
proceeds from the sale, exchange, financing or refinancing  
of Trust Property, but excluding any Capital Contributions  
of the Shareholders. 
 
     "1940 Act" - The federal Investment Company Act of  
1940, as amended, and any rules and regulations promulgated  
thereunder. 
 
     "Operation Agreement" - Any Operation Agreement, by and  
among the Trust or its Project Entities, the Managing  
Shareholder and RPMC, under which RPMC will operate  
specified Projects for the Trust. 
 
     "Panel" - The Independent Review Panel created by  
Section 12.14 of this Declaration, comprised of the Panel  
Members, for the purpose of reviewing Ridgewood Program  
Transactions. 
 
     "Panel Member" - An individual serving under Section  
12.14 as a member of the Panel.  Panel Members are not  
trustees of the Trust. 
 
     "Payout" - The point at which total cumulative  
distributions to Investors from the Trust (exclusive of  
distributions in respect of Preferred Participation Rights  
and distributions under Section 9.5) equal their total  
Capital Contributions (exclusive of Capital Contributions  
made on the sale of a new series of Shares under Section  
9.5). 
 
     "Placement Agent" -  Ridgewood Securities Corporation,  
a Delaware corporation, with its principal place of business  
at The Ridgewood Commons, 947 Linwood Avenue, Ridgewood, New  
Jersey 07450. 
 
     "Preferred Participation Right" - A right issued by the  
Trust under Section 1.9 to an Investor. A Preferred  
Participation Right entitles the holder to special  
distributions under Section 8.1(d) in recognition of the  
extra benefits the Trust receives from early subscriptions  
for Shares. 
 
     "Profits or Losses" - For a given fiscal period, an  
amount equal to the Trust's taxable income or loss for such  
period, determined in accordance with Code Section 703(a)  
(for this purpose, all items of income, gain, expense, loss,  
deduction or credit required to be stated separately  
pursuant to Code Section 703(a)(1) shall be included in  
taxable income or loss), with the following adjustments: 
 
     (a) Any income of the Trust that is exempt from federal  
income tax and not otherwise taken into account in computing  
Profits or Losses pursuant to this definition and any income  
and gain described in Regulation Section 1.704- 
1(b)(2)(iv)(i)(1) shall be added to such taxable income or  
loss; 
 
     (b) Any expenditures of the Trust described in Code  
Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B)  
expenditures pursuant to Regulation Section 1.704- 
1(b)(2)(iv)(i), and not otherwise taken into account in  
computing Profits or Losses pursuant to this definition  
shall be subtracted from such taxable income or loss; 
 
     (c) In the event of a distribution in kind under  
Section 8.2, the amount of any unrealized gain or loss  
deemed to have been realized on the property distributed  
shall be added or subtracted from such taxable income or  
loss; and 
 
     (d) Notwithstanding any other provision of this  
definition, any items which are specially allocated pursuant  
to Sections 4.5, 4.6, 4.7 and 7.4 shall not be taken into  
account in computing Profits or Losses. 
 
     "Project" - A facility that generates, transmits or  
distributes electric power or heat energy (including a  
cogeneration facility), or that supplies products or  
services for the environmental remediation, energy or public  
service or capital facilities development industries, except  
for nuclear facilities that produce electricity.  Projects  
include the preparatory, engineering, legal, siting,  
financial and permitting work undertaken in anticipation of  
construction or acquisition of any such facility. 
 
    	"Project Entity" - The partnership or other legal  
entity that develops or will own a Project and holds title  
to its assets. 
 
     "Purchase Right" - A right to purchase additional  
Shares granted to an Investor pursuant to Section 9.5(c). 
 
     "Regulation" - A final or temporary Treasury regulation  
promulgated under the Code. 
 
     "Ridgewood Holding" - Ridgewood Energy Holding  
Corporation, a Delaware corporation having its principal  
office at 1105 North Market Street, Suite 1300, Wilmington,  
Delaware 19899, which is the initial Corporate Trustee.  
 
     "RPMC" - Ridgewood Power Management Corporation, a  
Delaware corporation which is an Affiliate of Ridgewood  
Power.  
 
     "Ridgewood Power" - Ridgewood Power Corporation, a  
Delaware corporation that is the initial Managing  
Shareholder. 
 
     "Ridgewood Program" - Another investment program  
sponsored by the Managing Shareholder or an Affiliate of the  
Managing Shareholder. 
 
     "Ridgewood Program Transaction" -  A "Ridgewood Program  
Transaction" is any transaction material to the Trust in  
which both the Trust (or an entity in which the Trust has  
invested) and either (a) a Ridgewood Program or (b) an  
entity controlled by a Ridgewood Program or Programs or (c)  
an entity in which a Ridgewood Program has invested is a  
party.  Ridgewood Program Transactions do not include any  
transaction authorized by Section 12.5 of this Declaration. 
 
     "Share" - An Investor Share or a Management Share. 
 
     "Shareholder" - An owner of a beneficial interest in  
the Trust. 
 
     "Subscription Agreement" -  The form of subscription  
agreement (contained in Exhibit F to the Memorandum, which  
is separately bound) which each prospective Investor must  
execute in order to subscribe for an interest in the Trust. 
 
     "Termination Date" - The date on which the initial  
offering of Investor Shares is ended, as set or extended  
from time to time by the Trust in its sole discretion,  
provided that the Termination Date may not occur before the  
Escrow Date, and that if the offering is withdrawn, the  
Termination Date is the date the Trust elects to do so. 
 
     "Trust" - Ridgewood Electric Power Trust V, a Delaware  
business trust. 
 
     "Trust Property" - All property owned or acquired by  
the Corporate Trustee as part of the trust estate under this  
Declaration. 
 
 
ARTICLE 3 
 
LIABILITIES 
 
     3.1  Liability and Obligations of Corporate Trustee.   
(a)  To the fullest extent permitted by the Delaware Act,  
the Corporate Trustee in its capacity as a trustee of the  
Trust shall not be personally liable to any person other  
than the Trust and its Shareholders for any act or omission  
of the Trust, or any obligation of the Trust.  The trust  
estate shall be directly liable for the payment or  
satisfaction of all obligations and liabilities of the Trust  
incurred by the Corporate Trustee, the Managing Shareholder  
and the officers and agents of the Trust within their  
authority or in a manner that would entitle them to  
indemnification under Section 3.6. 
 
     (b)  The Corporate Trustee shall not exercise any  
management or administrative powers in respect of the Trust  
except on the direction of the Managing Shareholder. 
 
     (c)  The Corporate Trustee, as trustee, may be made  
party to any action, suit or proceeding to enforce an  
obligation, liability or right of the Trust, but it shall  
not solely on account thereof be liable separate from the  
Trust and it shall be a party in that case only insofar as  
may be necessary to enable such obligation or liability to  
be enforced against the trust estate. 
 
     3.2  Liability of Managing Shareholder to Third  
Parties.  (a)  The Managing Shareholder shall be liable for  
any wrongful act or omission of the Corporate Trustee or the  
Trust taken in the ordinary course of the Trust's business  
or with the authority of the Managing Shareholder, that  
causes loss or injury to any person who is not a Shareholder  
or that incurs any penalty. 
 
     (b)  The Managing Shareholder shall be liable for  
losses resulting from (i) the misapplication by the Managing  
Shareholder of money or property received from a person who  
is not a Shareholder by the Managing Shareholder within the  
scope of the Managing Shareholder's apparent authority or  
(ii) the misapplication of money or property received by the  
Trust in the course of its business from a person who is not  
a Shareholder while the money or property is in the custody  
of the Trust. 
 
     (c)  Subject to the remaining provisions of this  
Article 3, the Managing Shareholder shall be liable for all  
other debts and obligations of the Trust, but it may enter  
into a separate obligation to perform a Trust contract. 
 
     3.3  Liability of Investors in General.  No Investor in  
his capacity as an Investor shall have any liability for the  
debts and obligations of the Trust in any amount beyond the  
unpaid amount, if any, of the Capital Contributions  
subscribed for by him.  Each Investor shall have the same  
limitation on his liability for the Trust's debts and  
obligations as a stockholder of a Delaware corporation has  
for debts and obligations of the corporation. 
 
     3.4  Liability of Investors to Trustee, Trust and  
Shareholders.  No Investor in his capacity as an Investor  
shall be liable, responsible or accountable in damages or  
otherwise to any other Shareholder, the Corporate Trustee or  
the Trust for any claim, demand, liability, cost, damage and  
cause of action of any nature whatsoever that arises out of  
or that is incidental to the management of the Trust's  
affairs.   
 
     3.5  Liability of Managing Persons to Trust and  
Shareholders.  (a) No Managing Person shall have liability  
to the Trust or to any other Shareholder for any loss  
suffered by the Trust that arises out of any action or  
inaction of the Managing Person if the Managing Person, in  
good faith, determined that such course of conduct was in  
the Trust's best interest and such course of conduct  
did not constitute recklessness or willful misconduct of the  
Managing Person.   
 
     (b)  No act of the Trust shall be affected or  
invalidated by the fact that a Managing Person may be a  
party to or has an interest in any contract or transaction  
of the Trust if the interest of the Managing Person has been  
disclosed or is known to the Shareholders or such contract  
or transaction is at prevailing rates or is on terms at  
least as favorable to the Trust as those available from  
persons who are not Managing Persons or is a Ridgewood  
Program Transaction authorized under Section 12.14(d). 
 
     3.6  Indemnification of Managing Persons. (a)  Each  
Managing Person may be indemnified from the Trust Property  
against any losses, liabilities, judgments, expenses and  
amounts paid in settlement of any claims sustained by him in  
connection with the Trust or claims by the Trust, in right  
of the Trust or by or in right of any Shareholders, if the  
Managing Person would not be liable under the standards of  
Section 3.5 and, in the case of Managing Persons other than  
the Corporate Trustee and the Managing Shareholder, they  
were acting within the scope of authority validly delegated  
to them by the Corporate Trustee or the Managing Shareholder  
or the Declaration.  The termination of any action, suit or  
proceeding by judgment, order or settlement shall not, of  
itself, create a presumption that the Managing Person  
charged did not act in good faith and in a manner that he  
reasonably believed was in the Trust's best interests.  To  
the extent that any Managing Person is successful on the  
merits or otherwise in defense of any action, suit or  
proceeding or in defense of any claim, issue or matter  
therein, the Trust shall indemnify that Managing Person  
against the expenses, including attorneys' fees, actually  
and reasonably incurred by him in connection therewith.  The  
Managing Shareholder shall have full and complete discretion  
to authorize indemnification of any Managing Person  
consistent with the requirements of this Declaration at any  
time, regardless of whether a claim is pending or threatened  
and regardless of any conflict of interest between the  
Managing Shareholder and the Trust that may arise in regard  
to the decision to indemnify a Managing Person. 
 
     (b)  Notwithstanding the foregoing, no Managing Person  
nor any broker-dealer shall be indemnified, nor shall  
expenses be advanced on its behalf, for any losses,  
liabilities or expenses arising from or out of an alleged  
violation of federal or state securities laws, unless (i)  
there has been a successful adjudication on the merits  
of each count involving alleged securities law violations as  
to the particular indemnity, or (ii) those claims have been  
dismissed with prejudice on the merits by a court of  
competent jurisdiction as to the particular indemnity or  
(iii) a court of competent jurisdiction approves a  
settlement of the claims against the particular indemnity.   
In any claim for federal or state securities law violations,  
the party seeking indemnification shall place before  
the court the positions of the Securities and Exchange  
Commission, the Massachusetts Securities Division and other  
state securities administrators to the extent required by  
them with respect to the issue of indemnification for  
securities law violations. 
 
     (c)  Notwithstanding any other provision of this  
Declaration, Panel Members shall be indemnified by the Trust  
against any loss, liability, judgment, expense or amount  
paid in settlement of any claim sustained by them in  
connection with the Trust or claims by the Trust, in right  
of the Trust or by or in right of any Shareholders, if the  
Panel Member would not be liable under the standards of  
Section 3.5.  The last three sentences of Section 3.6(a),  
the last sentence of Section 3.6(b) and Section 3.7(a) shall  
apply to Panel Members' rights to indemnification,  
regardless of whether any condition under Section 3.7(a)(i)- 
(iii) is fulfilled.  
 
     3.7  General Provisions.  The following provisions  
shall apply to all rights of indemnification and advances of  
expenses under this Declaration and all liabilities  
described in this Article 3: 
 
     (a)  Expenses, including attorneys' fees, incurred by a  
Managing Person in defending any action, suit or proceeding  
may be paid by the Trust in advance of the final disposition  
of the action, suit or proceeding upon receipt of an  
undertaking by the recipient to repay such amount if it  
shall ultimately be determined that the Managing Person is  
not entitled to be indemnified by the Trust under this  
Declaration or otherwise and if at least one of the  
following conditions is satisfied: 
 
          (i) The Managing Person provides appropriate  
security for the undertaking; 
 
          (ii) The Managing Person is insured against losses  
or expenses of defense or settlement so that the advances  
may be recovered or 
 
          (iii)  Independent legal counsel in a written  
opinion determines, based upon a review of the then readily- 
available facts, that there is reason to believe that the  
Managing Person will be found to be entitled to  
indemnification under Section 3.6.  In so doing, it shall  
not be necessary to employ hearing or trial-like procedures.   
Counsel may rely as to matters of business judgment or as to  
other  matters not involving determinations of law upon the  
advice of a committee of persons not affiliated with the  
Trust that may be appointed by the Managing Shareholder for  
that purpose. 
 
     (b)  Rights to indemnification and advances of expenses  
under this Declaration are not exclusive of any other rights  
to indemnification or advances to which a Managing Person or  
Investor may be entitled, both as to action in a  
representative capacity or as to action in another capacity  
taken while representing another. 
 
     (c)  Each Managing Person shall be entitled to rely  
upon the opinion or advice of or any statement or  
computation by any counsel, engineer, accountant, investment  
banker or other person retained by such Managing Person or  
the Trust which he believes to be within such person's  
professional or expert competence.  In so doing, he will be  
deemed to be acting in good faith and with the  
requisite degree of care unless he has actual knowledge  
concerning the matter in question that would cause such  
reliance to be unwarranted.   
 
     3.8  Dealings with Trust.  With regard to all rights of  
the Trust and all actions to be taken on its behalf, the  
Trust and not the Corporate Trustee, nor the Managing  
Shareholder, nor the Panel Members, nor the Trust's officers  
and agents, nor the Investors shall be the principal and the  
Trust shall be entitled as such to the extent permitted by  
law to enforce the same, collect damages and take all other  
action.  All agreements, obligations and actions of the  
Trust shall be executed or taken in the name of the Trust,  
by an appropriate nominee, or by the Corporate Trustee as  
trustee but not in its individual capacity.  Money may be  
paid and property delivered to any duly authorized officer  
or agent of the Trust who may receipt therefor in the name  
of the Trust and no person dealing in good faith thereby  
shall be bound to see to the application of any moneys so  
paid or property so delivered.  No entity whose securities  
are held by the Trust shall be affected by notice of such  
fact or be bound to see to the execution of the Trust or to  
ascertain whether any transfer of its securities by or to  
the Trust or the Corporate Trustee is authorized. 
 
 
ARTICLE 4 
 
ALLOCATION OF PROFIT AND LOSS 
 
     4.1. Profits.  Profits for any fiscal period shall be  
allocated among the Shareholders as follows:   
 
     (a) First, 100% to the Managing Shareholder until the  
Profits so allocated to the Managing Shareholder plus the  
cumulative Profits allocated to the Managing Shareholder for  
prior fiscal periods during which a Profit was earned by the  
Trust equal the cumulative amounts distributable to the  
Managing Shareholder under Article 8 hereof for the current  
and prior periods; and  
 
     (b) The balance, if any, to the Investors. 
 
     4.2.  Losses.  Losses for any fiscal period shall be  
allocated 99% to the Investors and 1% to the Managing  
Shareholder; provided that Losses shall not be allocated  
pursuant to this Section 4.2 to the extent that such  
allocation would cause any Investor to have a negative  
amount in the Investor's Adjusted Capital Account at the  
end of this fiscal period. 
 
     4.3  General Allocation Provisions. (a)  Except as  
otherwise provided in this Declaration, all items of Trust  
income, gain, expense, loss, deduction and credit for a  
particular fiscal period and any other allocations not  
otherwise provided for shall be divided among the  
Shareholders in the same proportions as they share Profits  
or Losses, as the case may be, for the fiscal period. 
 
     (b)  The Shareholders shall be bound by the provisions  
of this Declaration in reporting their shares of Trust  
income and loss for income tax purposes. 
 
     (c)  The Trust may use any permissible method under  
Code Section 706(d) and the Regulation thereunder to  
determine Profits, Losses and other items on a daily,  
monthly or other basis for any fiscal period in which there  
is a change in a Shareholder's interest in the Trust. 
 
     (d)  The definition of "Capital Account" and certain  
other provisions of this Declaration are intended to comply  
with Regulations Sections 1.704-1(b) and 1.704-2 and shall  
be interpreted and applied in a manner consistent with such  
Regulations.  These Regulations contain additional rules  
governing maintenance of Capital Accounts that may not have  
been provided for in this Declaration because, in part,  
these rules may relate to transactions that are not expected  
to occur and in some instances are prohibited by this  
Declaration.  If the Trust after consultation with its  
regular accountants or tax counsel determines that it is  
prudent to modify the manner in which the Capital  
Accounts, or any debits or credits thereto, are computed in  
order to comply with such Regulations, or to avoid the  
effects of unanticipated events that might otherwise cause  
this Declaration not to comply with such Regulations, the  
Trust shall make such modification without the need of prior  
notice to or consent of any Shareholder; so long as no such  
modification is likely to have a material effect on the  
amounts distributable to any Shareholder. 
 
     4.4  Among Investors. Each Investor shall be allocated  
that percentage part of the aggregate amounts allocated to  
all Investors or to a subgroup of Investors, as the case may  
be, as the number of Shares owned by the Investor bears to  
the aggregate number of Shares owned by all Investors or  
Investors in the subgroup.  Allocations under Section 4.1(b)  
of Profits shall be made among Investors as follows:  first,  
all Profits so allocated shall be allocated to the holders  
of Preferred Participation Rights in proportion to their  
holdings until the amounts so allocated, together with prior  
allocations under this sentence, equal the cumulative  
distributions made in respect of Preferred Participation  
Rights.  All remaining Profits allocated under Section  
4.1(b) shall be allocated among the Investors as prescribed  
by the first sentence of this Section 4.4. 
 
     4.5  Minimum Allocation.  Notwithstanding anything to  
the contrary in this Declaration, in no event shall the  
Managing Shareholder's allocable share of each material item  
of Trust income, gain, expense, loss, deduction or credit be  
less than 1% of such item. 
 
     4.6  Tax Allocation.  Notwithstanding anything to the  
contrary in this Declaration, to the extent that the  
Managing Shareholder is treated for federal income tax  
purposes as having received an interest in the Trust as  
compensation for services which constitutes income to the  
Managing Shareholder under Code Section 61, any amount  
allowed as a deduction for federal income tax purposes to  
the Trust (whether as an ordinary and necessary business  
expense or as a depreciation or amortization deduction) as  
a result of such characterization shall be allocated solely  
for federal income tax purposes to the Managing Shareholder. 
 
     4.7  Allocation of Gains from Dispositions.  Prior to  
the allocation of Profits under Section 4.1, all gains  
derived by the Trust during any fiscal period from any sale,  
transfer, injury, destruction or other disposition of Trust  
Property or an interest therein, other than in the ordinary  
course of operation of Trust Property (including, without  
limitation, proceeds from insurance, refinancing or  
condemnation) shall be allocated to the Managing  
Shareholder to the extent that the Capital Account of the  
Managing Shareholder would have otherwise been negative as  
of the end of such fiscal period.  Gain or loss allocable to  
each Shareholder will be adjusted accordingly. 
 
 
ARTICLE 5 
 
CAPITAL CONTRIBUTIONS OF SHAREHOLDERS 
 
     5.1  Additional Capital Contributions.  There shall be  
no additional Capital Contributions by the Investors except  
as provided in Section 9.5. 
 
     5.2  Managing Shareholder's Capital Contributions.  The  
Managing Shareholder in its capacity as Managing Shareholder  
shall make Capital Contributions in accordance with Section  
14.7. 
 
     5.3.  Returns of Capital.  If the Trust for any reason  
at any time does not find it necessary or appropriate to  
retain or expend all Capital Contributions, the Managing  
Shareholder in  its sole discretion may cause the Trust to  
return any or all such excess Capital Contributions ratably  
to Investors.  The Investors will be notified of the source  
of the payment and as to the amounts of fees charged against  
the original Capital Contribution that are being returned  
therewith. 
 
 
ARTICLE 6 
 
CAPITAL ACCOUNTS 
 
     6.1  Capital Accounts.  A Capital Account shall be  
established and maintained for each Shareholder and shall be  
adjusted as follows: 
 
     (a)  The Capital Account of each Shareholder shall be  
increased by: 
 
          (1) The amount of such Shareholder's Capital  
Contributions to the Trust;  
 
          (2) The amount of Profits allocated to such  
Shareholder pursuant to Articles 4 and 7 and Section 9.5;  
 
          (3) The fair market value of property contributed  
by the Shareholder to the Trust (net of liabilities secured  
by the contributed property that the Trust under Code  
Section 752 is considered to have assumed or taken subject  
to); and  
 
          (4) Any items in the nature of revenues, income or  
gain that are specially allocated to such Shareholder or  
adjusted pursuant to Sections 4.5, 4.6, 4.7 and 7.4. 
 
     (b)  The Capital Account of each Shareholder shall be  
decreased by: 
 
          (1) The amount of Losses allocated to such  
Shareholder pursuant to Articles 4 and 7 and Section 9.5;  
 
          (2) All amounts of money and the fair market value  
of property paid or distributed to such Shareholder pursuant  
to the terms hereof (other than payments made with respect  
to loans made by such Shareholder to the Trust), net of  
liabilities secured by that property that the Shareholder  
under Code Section 752 is considered to have assumed or  
taken subject to, as well as returns of capital under  
Section 5.3; and 
 
          (3) Any items in the nature of expenses or losses  
that are specially allocated to such Shareholder pursuant to  
Sections 4.5, 4.6, 4.7 and 7.4. 
 
     6.2  Calculation of Capital Account.  Whenever it is  
necessary to determine the Capital Account of any  
Shareholder, the Capital Account of such Shareholder shall  
be determined in accordance with the rules of Regulation  
Sections 1.704-1 (b) (2) (iv) and 1.704-2 (as amended from  
time to time).  If necessary to comply with the Code, an  
Adjusted Capital Account may be employed.  
 
     6.3  Effect of Loans.  Loans by any Shareholder to the  
Trust shall not be considered contributions to the capital  
of the Trust. 
 
     6.4  Withdrawal of Capital.  No Shareholder shall be  
entitled to withdraw any part of his Capital Account or to  
receive any distribution from the Trust, except as  
specifically provided herein. 
 
     6.5  Capital Accounts of New Shareholders.  Any person  
who shall acquire Shares in accordance with the terms and  
conditions of Article 13 of this Declaration shall have the  
Capital Account of his transferor after adjustments  
reflecting the transfer, if any, except as specifically  
provided herein. 
 
     6.6  Limitation.  Neither the Corporate Trustee, the  
Managing Shareholder nor any other Managing Person shall be  
required or shall have any personal liability to fund any or  
all of any negative Capital Account of any Investor,  
including without limitation Capital Contributions. 
 
 
ARTICLE 7 
 
ADDITIONAL PROVISIONS APPLICABLE TO ALLOCATIONS 
 
     7.1  Determination of Income and Loss.  At the end of  
each Trust fiscal year, and at such other times as the Trust  
shall deem necessary or appropriate, each item of Trust  
income, gain, expense, loss, deduction and credit shall be  
determined for the period then ending and shall be allocated  
to the Capital Account of each Shareholder in accordance  
with this Declaration.  With respect to the admission of  
Shareholders, the Trust will use the "interim closing date"  
method of accounting as permitted by the Regulations. 
 
     7.2  Determination of Income and Loss in the Event of  
Transfer.  In the event that a Shareholder transfers his  
interest in the Trust in accordance with the terms of this  
Declaration, the determination and allocation described in  
Section 7.1 shall be made as of the date of such transfer  
and thereafter all such allocations shall be made to the  
account of the transferee of such interest; provided,  
however, that the Trust may agree that such determination  
and allocation shall be pro rata to the Shareholders based  
upon the actual number of days in such fiscal year that each  
such Shareholder held an interest in the Trust.  In the  
event of a pro rata determination and allocation, the  
foregoing provisions of this Section relating to a pro rata  
determination and allocation will not be applicable to the  
distributive shares, with respect to the Shares transferred,  
of items of Trust income, gain, expense, loss, deduction and  
credit arising out of (a)  the sale or other disposition of  
all or substantially all Trust Property, or (b)  other  
extraordinary nonrecurring items, all of which will be  
allocated to the holder of such Trust interest on the date  
such items of Trust income, gain, expense, loss, deduction  
and credit are earned or incurred. 
 
     7.3  Allocation of Net Income and Net Losses.  All  
items of income, gain, expense, loss, deduction and credit  
of the Trust from operations and in the ordinary course of  
operation of Trust Property shall be allocated among the  
Shareholders in accordance with Article 4. 
 
     7.4  Qualified Income Offset and Other Allocation  
Provisions. (a) If there is a net decrease in "partnership  
minimum gain" (within the meaning of Regulation Section  
1.704-2(d)) during a fiscal period, then there shall be  
allocated to each Shareholder items of income and gain for  
such fiscal period (and, if necessary, subsequent fiscal  
periods) in proportion to, and to the extent of, an amount  
equal to the portion of such Shareholder's share of the  
net decrease in partnership minimum gain during such fiscal  
period that is allocable to the disposition of Trust  
Property subject to one or more nonrecourse liabilities of  
the Trust.  However, such allocation shall be reduced to the  
extent (i) the Shareholder contributes capital to the Trust  
that is used to repay the nonrecourse liability and (ii) the  
Shareholder's share of the net decrease in partnership  
minimum gain is caused by the repayment.  The foregoing is  
intended to be a "minimum gain chargeback" provision as  
described in Regulation Section 1.704-2(f), and shall be  
interpreted and applied in all respects in accordance with  
such Regulation.  If there is a net decrease in the minimum  
gain attributable to a "partner nonrecourse debt" (as  
defined in Regulation Section 1.704-2(b) (4)) for a fiscal  
period, then, in addition to the amounts, if any, allocated  
pursuant to the first sentence of this Subsection 7.4(a),  
there shall be allocated to each Shareholder with a share of  
such minimum gain attributable to a "partner nonrecourse  
debt" items of income and gain for such fiscal period (and,  
if necessary, subsequent fiscal periods) in proportion to,  
and to the extent of, an amount equal to the portion of such  
Shareholder's share of the net decrease in the minimum gain  
attributable to a partner nonrecourse debt during such  
fiscal period that is allocable to the disposition of Trust  
Property subject to one or more nonrecourse liabilities of  
the Trust.  However, such amount shall be reduced to the  
extent (i) the Shareholder contributes capital to the Trust  
that is used to repay the nonrecourse liability and (ii) the  
Shareholder's share of the net decrease in the minimum gain  
attributable to a partner nonrecourse debt is caused by the  
repayment. 
 
     (b) If during any fiscal period of the Trust a  
Shareholder unexpectedly receives an adjustment, allocation  
or distribution described in Regulation Section 1.704- 
1(b)(2)(ii)(d)(4), (5) or (6), which causes or increases a  
deficit balance in the Shareholder's Adjusted Capital  
Account, there shall be allocated to the Shareholder items  
of income and gain (consisting of a pro rata portion of each  
item of Trust income, including gross income, and gain for  
such period) in an amount and manner sufficient to eliminate  
such deficit balance as quickly as possible.  The foregoing  
is intended to be a "qualified income offset" provision as  
described in Regulation Section 1.704-1(b)(2)(ii)(d), and  
shall be interpreted and applied in all respects in  
accordance with such Regulation. 
 
     (c)  Notwithstanding anything to the contrary in  
Article 4 or this Article 7, any item of deduction, loss or  
Code Section 705(a)(2)(B) expenditure that is attributable  
to "partner nonrecourse debt" shall be allocated in  
accordance with the manner in which the Shareholders bear  
the economic risk of loss for such debt (determined in  
accordance with Regulation Section 1.704-2(i)). 
 
     (d)  To the extent that any item of income, gain, loss  
or deduction has been specially allocated pursuant to  
paragraph (a), (b) or (c) of this Section 7.4 ("Required  
Allocations") and such allocation is inconsistent with how  
the same amount otherwise would have been allocated under  
Sections 4.1 and  4.2, subsequent allocations under Sections  
4.1 and 4.2 shall be made, to the extent possible, in a  
manner consistent with paragraphs (a), (b) and (c) of this  
Section 7.4 which negates as rapidly as possible the effect  
of all previous Required Allocations. 
 
     (e)  Solely for federal, state and local income and  
franchise tax purposes and not for book or Capital Account  
purposes, income, gain, loss and deduction with respect to  
property carried on the Trust's books at a value other than  
its tax basis shall be allocated (i) in the case of property  
contributed in kind, in accordance with the requirements of  
Code Section 704(c) and such Regulations as may be  
promulgated thereunder from time to time, and (ii) in the  
case of other property, in accordance with the principles of  
Code Section 704(c) and the Regulations thereunder, in each  
case, as incorporated among the requirements of the relevant  
provisions of the Regulations under Code Section 704(b). 
 
     (f)  All or a portion of the remaining items of Trust  
income or gain for the fiscal period, if any, shall be  
specially allocated to the Investors in proportion to the  
cumulative distributions each has received pursuant to  
Section 8.1(e) from the commencement of the Trust, until the  
aggregate amounts allocated to each Investor pursuant to  
this Section 7.4(f) for such period and all prior periods  
equal the cumulative amount of such distributions to such  
Investor.  
 
 
ARTICLE 8 
 
INTEREST OF SHAREHOLDERS IN CASH DISTRIBUTIONS 
 
     8.1 Distribution of Net Cash Flow.  Subject to the  
terms of this Declaration, the Trust shall make  
distributions of Net Cash Flow out of the Trust's funds, to  
the extent and at such times as it deems advisable, in the  
following manner: 
 
     (a)  Indebtedness to Shareholders.  First, Net Cash  
Flow shall be applied pro rata (in accordance with the  
percentage of total loans that are owing to each  
Shareholder) to the payment to the Shareholders of interest  
and principal, in that order, on loans, if any, made by the  
Shareholders to the Trust. 
 
     (b)  Special Provisions.  Distributions of Net Cash  
Flow in respect of an additional series of Shares under  
Section 9.5 are governed by the Managing Shareholder's  
designation under that Section and distributions made in  
connection with the dissolution and termination of the Trust  
under Section 14.1 are governed by Section 8.1(g).  Net Cash  
Flow distributed under those provisions shall be excluded  
from consideration under Sections 8.1(c) - (f). 
 
     (c)  Proceeds from Dispositions of Property.  All Net  
Cash Flow remaining after the application of Sections 8.1(a)  
and (b) from the sale, transfer, injury, destruction or  
other disposition of Trust Property or an interest therein,  
other than in the ordinary course of operation of Trust  
Property (and including, without limitation, proceeds from  
insurance, refinancing or condemnation, but excluding sales  
or resales of interim investments under Section 10.5) which  
the Trust determines to distribute, shall be distributed as  
follows: 
 
          (1)  Prior to Payout, 99% to the Investors and 1%  
to the Managing Shareholder; and  
 
          (2)  After Payout, 80% to the Investors and 20% to  
the Managing Shareholder. 
 
     (d)  Satisfaction of Preferred Participation Rights.   
All Net Cash Flow remaining after the application of  
Sections 8.1(a) - (c) that the Trust determines to  
distribute during a calendar year or shorter period shall  
first be applied to the redemption of any outstanding  
Preferred Participation Rights in the following order: 
 
          (1)  Ninety-nine percent of Net Cash Flow subject  
to this Section 8.1(d) and distributed during 1997 shall be  
distributed pro rata among the holders of Preferred  
Participation Rights and the remaining 1% shall be  
distributed to the Managing Shareholder until total  
cumulative distributions to those holders under this Section  
8.1(d) equal $500 per outstanding Preferred Participation  
Right, and the remaining Net Cash Flow distributed during  
1997, if any, shall be distributed under Sections 8.1(e) -  
(f); 
 
          (2)  Ninety-nine percent of Net Cash Flow subject  
to this Section 8.1(d) and distributed during 1998 shall be  
distributed pro rata among the holders of Preferred  
Participation Rights and the remaining 1% shall be  
distributed to the Managing Shareholder until total  
cumulative distributions to those holders under this Section  
8.1(d) equal $1,000 per outstanding Preferred Participation  
Right, and the remaining Net Cash Flow distributed during  
1998, if any, shall be distributed under Sections 8.1(e) -  
(f); and  
 
          (3)  If after 1998 cumulative distributions under  
this Section 8.1(d) to holders of Preferred Participation  
Rights are less than $1,000 per outstanding Preferred  
Participation Right, 99% of all Net Cash Flow subject to  
this Section 8.1(d) that is distributed thereafter shall be  
distributed pro rata to the holders of outstanding Preferred  
Participation Rights and the remaining 1% shall be  
distributed to the Managing Shareholder until total  
cumulative distributions to the holders under this Section  
8.1(d) equal $1,000 per Preferred Participation Right, and  
all remaining Net Cash Flow shall be distributed under the  
remaining provisions of this Article 8. 
 
     (e)  Investor Priority for Distributions - - Pre- 
Payout.  Until Payout is achieved, all Net Cash Flow that  
remains after the application of Sections 8.1(a) - (d) and  
that the Trust determines to distribute shall be distributed  
as follows: 
 
          (1)  Until total distributions of Net Cash Flow  
subject to this Section 8.1(e) during a calendar year to  
Investors equal the greater of (A) 12% of the Investors'  
Average Annual Capital Contributions or (B) 80% of Net Cash  
Flow distributed in that year after deducting amounts  
governed by Sections 8.1(a) - (d), 99% of all distributions  
made under this Section 8.1(e) in that year (or shorter  
period ending on Payout) shall be made to the Investors and  
the remaining 1% shall be made to the Managing Shareholder;  
and 
 
          (2)  Thereafter, 100% of distributions made during  
the remainder of the calendar year (or shorter period ending  
on Payout) shall be made to the Managing Shareholder. 
 
     (f)  Distributions - - Post-Payout.  After Payout is  
achieved, 80% of all distributions made in any calendar year  
or portion thereof after the application of Sections 8.1(a)  
- - (e) shall be made to the Investors and the remaining 20%  
shall be made to the Managing Shareholder. 
 
     (g)  Proceeds Available Upon Dissolution.  Upon  
dissolution and termination of the Trust under Section 14.1,  
the proceeds of the sale or other disposition of the Trust  
Property shall be paid or distributed in the following order  
of priority: 
 
          (1) First, there shall be paid to the Trust's  
creditors, other than Shareholders, funds, to the extent  
available, sufficient to extinguish current Trust  
liabilities and obligations, including costs and expenses of  
liquidation (or provision for payment shall be made, which  
provision may include a distribution of assets subject to  
the obligations in question); provided, however, that all  
loans made to fund expenditures under Section 9.5 shall be  
paid only from assets allocable to the Shareholders who  
benefited from such expenditures and only in proportion to  
such benefit; 
 
          (2) Second, any loans owed by the Trust to the  
Shareholders shall be paid in proportion thereto; provided,  
however, that all loans made to fund expenditures under  
Section 9.5 shall be paid only from assets allocable to the  
Shareholders who benefited from such expenditures and only  
in proportion to such benefit;  
 
          (3) Third, to the Shareholders in proportion to,  
and to the extent of the excess, if any, of (i) the  
cumulative distributions to which a Shareholder is entitled  
under Sections 8.1(d) and (e) from the inception of the  
Trust until the date on which the liquidating distribution  
is made over (ii) the sum of all prior distributions made to  
the Shareholders under Sections 8.1(d),(e) and (g)(3);  
provided, however, that no distribution shall be made under  
this Section 8.1(g)(3) that creates or increases a negative  
amount in the Investor's Adjusted Capital Account at the end  
of this fiscal period. This proviso shall be determined as  
follows:  distributions shall be first determined  
tentatively pursuant to this Section 8.1(g)(3) without  
regard to the Shareholders' Capital Accounts and then the  
allocation provisions of Article 4 shall be applied  
tentatively as if such tentative distributions had been  
made.  If any Investor shall thereby have a negative amount  
in the Investor's Adjusted Capital Account, the actual  
distribution to the Investor under this Section 8.1(g)(3)  
shall be equal to the tentative distribution to the Investor  
less the negative amount in the Adjusted Capital Account  
after application of the tentative allocation; and  
 
          (4)   Fourth, the balance, if any, to the  
Shareholders, in accordance with their Capital Accounts,  
after giving effect to all adjustments to Capital Accounts  
for all fiscal periods through and including the fiscal  
period in which dissolution occurs. 
 
     (h)  Limitation.  Notwithstanding any other provision  
of this Declaration, no distribution may 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, subject to the provisions of  
Section 12.11(b). 
 
     8.2 Distribution in Kind.  If the Trust elects to make  
distribution in kind of any of the assets of the Trust, it  
shall give notice of its election to each Shareholder,  
specifying the nature and value of all such assets to be  
distributed in kind, the deadline for giving notice of  
refusal to accept a distribution in kind and to the extent  
advisable, the estimated time necessary for the Trust to  
liquidate assets if those assets are not distributed and  
other information as required.  In making such election, the  
Trust shall not arbitrarily value assets to be distributed  
in kind nor shall it specify assets to be distributed in  
kind in such a manner as to unreasonably advantage or  
disadvantage any Shareholder.  A Shareholder may refuse to  
accept a distribution in kind by giving written notice to  
the Trust not later than 30 days after the effective date of  
the Trust's notice of distribution.  If a Shareholder  
refuses distribution in kind, the Trust shall retain in the  
Trust's name the portion of the assets which were to be  
distributed in kind and which were to be allocated to the  
refusing Shareholder (the "Retained Assets") and shall  
liquidate the Retained Assets in accordance with this  
Declaration.  Upon liquidation of the Retained Assets, the  
sum realized shall be distributed to the Shareholder  
refusing distribution in kind in full discharge of the  
Trust's obligation to distribute the Retained Assets.  In  
determining the Capital Accounts of the Shareholders, a  
distribution of assets in kind shall be considered a sale of  
the property distributed so that any unrealized gain or loss  
with respect to such property shall be deemed to have been  
realized and allocated among the Shareholders in accordance  
with Article 4. 
 
     8.3  Amounts Withheld.  All amounts withheld pursuant  
to the Code or any provision of any state or local tax law  
with respect to any payment or distribution to the Trust or  
the Shareholders shall be treated as amounts distributed to  
the Shareholders pursuant to this Article 8 for all purposes  
under this Declaration.  The Trust may allocate any such  
amounts among the Shareholders in any manner that is in  
accordance with applicable law. 
 
     8.4  Limitation.  Distributions to Shareholders shall  
not be made to the extent they are prohibited by  
restrictions contained in the Delaware Act or other  
provisions of this Declaration. 
 
 
ARTICLE 9 
 
OPERATION OF TRUST 
 
     9.1  Investment Fee.  The Trust shall pay the Managing  
Shareholder out of Trust Property an investment fee in an  
amount equal to 2% of each Capital Contribution from the  
initial offering or any future offering of Investor Shares.  
The investment fee payable in respect of Investors whose  
subscriptions for Shares are accepted by the Managing  
Shareholder in 1996 is for its services in investigating and  
evaluating investment opportunities and effecting  
transactions for investing the capital contributed through  
1996, and the fee payable by Investors whose subscriptions  
for Shares are accepted by the Managing Shareholder in a  
later year is for those services for capital contributed in  
that year.  The fee shall be payable on the Escrow Date as  
to Shares purchased through that date and on each date  
thereafter on which the Trust receives and collects full  
payment for additional accepted subscriptions for Shares.   
In addition, an investment fee shall be paid to the Managing  
Shareholder in an amount equal to 2% of additional Capital  
Contributions received under Section 9.5, for similar  
services rendered by the Managing Shareholder during the  
year in which such funds are received by the Trust.  The fee  
in respect of services performed by the Managing Shareholder  
during any year in which such additional funds are received  
by the Trust under Section 9.5 shall be payable upon the  
later of each date on which payment is accepted by the Trust  
or the fulfillment of any applicable escrow conditions. 
 
     9.2  Selling Commissions and Placement Agent Fee.  The  
Trust shall pay out of Trust Property to Ridgewood  
Securities Corporation or to any broker-dealer who effects  
the sale of one or more whole or fractional Shares, cash  
selling commissions in an aggregate amount equal to 8% of  
each Capital Contribution.  For serving as Placement Agent,  
Ridgewood Securities Corporation shall also be entitled to  
receive out of Trust Property a fee in an amount equal to 1%  
of each Capital Contribution.  Such commissions and fees  
payable in respect of sales of Shares under the initial  
offering of Shares shall be due and payable promptly after  
the latest to occur of (i) acceptance by the Trust of an  
Investor's subscription, (ii) the Escrow Date or (iii) the  
receipt by the Trust of the gross purchase price for the  
Shares.  Such commissions and fees in respect of additional  
Capital Contributions shall be due and payable upon the  
later of such date on which funds are accepted by the Trust  
or the fulfillment of any applicable escrow conditions. 
 
     9.3  Other Expenses.  (a) The Trust shall pay the  
Managing Shareholder out of Trust Property an  
organizational, distribution and offering fee in an amount  
equal to 6% of each Capital Contribution to cover all  
expenses incurred in the offer and sale of Shares, including  
legal, accounting, and consulting fees, printing, filing,  
postage and other expenses of organizing the Trust,  
distribution and selling costs and closing costs for the  
offering.  The fee shall be payable on the Escrow Date as to  
Shares purchased through that date and on each date  
thereafter on which the Trust receives and collects full  
payment for additional accepted subscriptions for Shares.   
If these expenses exceed 6% of the aggregate Capital  
Contributions, the Managing Shareholder shall pay such  
excess.   
 
     (b) The Trust shall reimburse the Managing Shareholder  
for all other actual and necessary direct expenses paid or  
incurred in connection with the operation of the Trust,  
including but not limited to accounting, legal and  
consulting fees, to the extent that those expenses were  
incurred by the Managing Shareholder in carrying out  
responsibilities assigned to it by this Declaration,  
were consistent with this Declaration and do not constitute  
Organizational, Distribution and Offering Fees. The Trust  
shall reimburse the Corporate Trustee for all actual and  
necessary expenses paid or incurred in connection with the  
operation of the Trust, including the Trust's allocable  
share of the Corporate Trustee's overhead. 
 
     (c) In respect of the disposition of all or a portion  
of the investments that the Trust may make in Projects or  
Project Entities on its own behalf (rather than through its  
participation in any entity organized to develop multiple  
Projects), the Trust may be required to or may find it most  
advantageous to engage a broker or similar adviser and to  
pay a brokerage fee to the broker or other persons  
responsible for bringing the disposition opportunity to the  
Trust's attention or for investigating, evaluating or  
negotiating the acquisition or disposition of the Trust's  
interest therein.  However, if the Managing Shareholder or  
an Affiliate performs those services in respect of an  
investment acquisition or disposition opportunity for the  
Trust relating to a particular Project or Project Entity,  
the Managing Shareholder or Affiliate so providing those  
services shall be entitled to receive a brokerage fee from  
the Trust for such services in an amount not in excess of 2%  
of the gross proceeds of that disposition.  
 
     (d) If the Trust engages RPMC or another Affiliate of  
the Managing Shareholder to manage Projects under Section  
12.5 of this Declaration, it shall reimburse that person for  
its actual costs incurred (which may include a reasonable  
allocation of overhead items and of expenses incurred  
commonly with the Managing Shareholder or its Affiliates) as  
an expense of the Trust.   
 
     9.4.  Management Fee.  For each 12-month period  
beginning on the Termination Date and ending upon the  
winding up of the Trust's business, the Trust shall pay the  
Managing Shareholder from Trust Property a Management Fee,  
payable in advance in equal monthly installments, at the  
annual rate of 2.5% of the aggregate Capital Contributions.   
The Management Fee shall be in lieu of any reimbursement to  
the Managing Shareholder for administrative and overhead  
expenses, including without limitation postage,  
communication, computer service, accounting, regulatory  
reporting and compensation costs of the Managing Shareholder  
allocable to the Trust.  Those administrative and overhead  
expenses do not include fees, expenses and payments made by  
the Trust to persons other than the Managing Shareholder  
(such as legal, outside accounting and consulting expenses)  
or extraordinary expenses incurred by the Managing  
Shareholder.  The Trust may enter into a management  
agreement with the Managing Shareholder regarding the  
services to be provided and compensated from the Management  
Fee. 
 
     9.5  Additional Offers of Shares.  (a) Beginning six  
months and one day after the Termination Date, the Trust  
from time to time may create and sell additional Investor  
Shares or additional classes or series of Shares if the  
Managing Shareholder determines that the best interests of  
the Trust so require.  Additional classes or series may but  
are not required to be limited to the results of Projects or  
Project Entities that are not coextensive with the entire  
Trust Property.  The Managing Shareholder is authorized to  
determine or alter any or all of the powers, preferences and  
rights, and the qualifications, limitations or restrictions  
granted to or imposed upon any unissued class or series of  
additional Shares, and to fix, alter or reduce the number  
of Shares comprising any such class or series and the  
designation thereof, or any of them, and to provide for the  
rights and terms of redemption or conversion of the Shares  
of any such class or series.  The Managing Shareholder's  
designation of the Shares and the terms and conditions of  
any new class or series of Shares shall be deemed an  
amendment of this Declaration and shall be effective without  
any notice to, action by or approval of the Investors.  Any  
Shares so designated may be offered to such persons and on  
such terms and conditions as the Trust may determine. 
 
     (b)  Any additional Shares or classes or series of  
Shares shall have voting rights as designated by the  
Managing Shareholder; however, no such Share shall have more  
than one vote per $100,000 of Capital Contributions for that  
Share on matters in which the holders of those Shares vote  
with the holders of Investor Shares, without the consent of  
the holders of a Majority of the Investor Shares. 
 
     (c)  The Trust may but is not required to offer all  
Investors the right (a "Purchase Right") to acquire  
additional Shares of any type to be offered by the Trust;  
however, no Investor who declined to subscribe to a previous  
series of Shares whose net proceeds were invested in a  
Project or Project Entity in which any net proceeds  
of the proposed series are to be invested shall be entitled  
to a Purchase Right for the proposed series.  A Purchase  
Right may be exercisable prior to or concurrent with the  
offering of the series to other persons. If the Trust offers  
a Purchase Right, the Trust shall give each Investor  
entitled thereto a notice specifying the total Shares of the  
additional series that it is offering and the terms and  
conditions of the offering, together with any other required  
information.  The Trust will require the Investors to notify  
the Trust of their decision to exercise the Purchase Right  
and to deliver the subscription documents and the price for  
the Shares offered within a reasonable period set by the  
Trust and specified in the notice, which shall not be less  
than 10 days after the effective date of the notice. 
 
     (d)  If a Purchase Right is offered and the Investors  
do not purchase all the offered Shares within the period  
specified in the Trust's notice, the Trust may dispose of  
the remaining offered Shares in its sole discretion or may  
modify its plan of activity accordingly. 
 
     (e)  All Profits, Losses and other items attributable  
to additional Shares shall be allocated as specified in the  
determination of the Managing Shareholder creating those  
Shares, except that any such allocation shall not  
unreasonably reduce allocations to existing Investors of  
Profits, Losses, Net Cash Flow and other items to the extent  
attributable to their Capital Contributions.  The Managing  
Shareholder's election in good faith of allocation methods  
(which may include subjective elements) shall be conclusive  
in the absence of willful misconduct or gross negligence. 
 
     9.6  Payment and Recoupment of Fees.  As soon as funds  
have been released to the Trust from the escrow account  
referred to in Section 1.6, they may be used to pay the fees  
referred to in Sections 9.1, 9.2 and 9.3 then due.  If the  
Managing Shareholder withdraws the offering of Shares, any  
person that has received payments from the proceeds of the  
offering shall return such payments to the Trust upon demand  
by the Managing Shareholder. 
 
 
ARTICLE 10 
 
ACCOUNTING 
 
     10.1  Elections.  The Trust shall elect the calendar  
year as its fiscal year.  The Trust shall adopt the accrual  
method of accounting or such other method of accounting as  
the Trust shall determine.  The Trust shall elect to be  
taxed only as a partnership.  The Trust shall not be  
required to make an election under Section 754 of the Code  
or corresponding state taxation laws. 
 
     10.2  Books and Records.  The Trust's books and records  
shall be kept at the principal place of business of the  
Trust and shall be maintained on the basis utilized in  
preparing the Trust's federal income tax return with such  
adjustments in accounting as are required by this  
Declaration or as the Trust determines would be in the best  
interests of the Trust. 
 
     10.3  Reports. (a) The Trust will keep each Investor  
and assignees complying with Article 13 currently advised as  
to activities of the Trust by reports furnished at least  
quarterly.  Each quarterly report will contain a condensed  
statement of "cash flow from operations" for the year to  
date as determined by the Trust in conformity with generally  
accepted accounting principles on a basis consistent with  
that of the annual and quarterly financial statements and  
showing its derivation from net income.  An independent  
certified public accounting firm selected by the Trust will  
prepare the Trust's federal income tax return as soon as  
practicable after the conclusion of each year and each  
Shareholder will be furnished, at that time, with the  
necessary accounting information for each Shareholder to  
take into account and report separately such Shareholder's  
distributive share of the income and deductions of the  
Trust.  The Trust will use its reasonable best efforts to  
obtain the information necessary for the accounting firm  
as soon as practicable and to transmit the resulting  
accounting and tax information to the Shareholders as soon  
as possible after receipt from the accounting firm.  The  
Trust shall furnish each Shareholder as soon as practicable  
after the conclusion of each year annual financial  
statements of the Trust which have been audited by the  
Trust's independent certified public accounting firm.  The  
annual financial statements will include in the notes  
thereto a reconciliation of net income as reported therein  
to the annual reported cash flow from operations and to net  
income for tax purposes. 
 
     (b) Within 180 days after the end of each year  
following the fourth anniversary of the Termination Date,  
the Trust shall provide the Investors with an estimated  
valuation per Share based, if possible, upon a generally  
accepted method or methods of valuation of the Trust  
Property.  
 
     10.4  Bank Accounts.  The Trust shall maintain separate  
segregated accounts in its name at one or more commercial  
banks, and the cash funds of the Trust shall be kept in any  
of those accounts as determined by the Trust. 
 
     10.5  Interim Assets.  The Trust may purchase, to the  
extent the Trust's funds are not otherwise committed to  
transactions or required for other purposes, either or both  
of the following: 
 
     (a)  Obligations of banks or savings and loan  
associations that either (i) have assets in excess of $5  
billion or (ii) are insured in their entirety by agencies of  
the United States government; and 
 
     (b)  Obligations of or guaranteed by the United States  
government or its agencies. 
 
 
ARTICLE 11 
 
RIGHTS AND OBLIGATIONS OF INVESTORS 
 
     11.1  Participation in Management.  No Investor (other  
than the Managing Shareholder acting in its capacity as  
such) shall have the right, power, authority or  
responsibility to participate in the ordinary and routine  
management of the Trust's affairs or to bind the Trust in  
any manner. 
 
     11.2  Rights to Engage in Other Ventures.  No Investor  
or any officer, director, shareholder or other person  
holding a legal or beneficial interest in any Investor  
shall, by virtue of his ownership of a direct or indirect  
interest in the Trust, be in any way prohibited from or  
restricted in engaging in, or possessing an interest in, any  
other business venture of a like or similar nature  
including any venture involving the independent power  
industry. 
 
     11.3  Limitations on Transferability.  The interest of  
an Investor shall not be transferable except under the  
conditions set forth in Article 13 hereof. 
 
     11.4  Information.  (a) Each Investor's rights to  
obtain information from the Trust from time to time are set  
forth in this Section.  In addition to information provided  
under Section 10.3, each Investor shall be provided on  
request with the following: 
 
          (1) True and full information regarding the status  
of the Trust's business and financial condition; 
 
          (2) Promptly after becoming available, a copy of  
the Trust's federal, state and local income tax returns or  
information returns for the preceding year and prior years  
to the extent reasonably available; 
 
          (3) A current list of the name and last known  
business, residence or mailing address of each Shareholder  
and of any confidential representative of each Shareholder,  
if specifically designated as such in writing (unless such  
Shareholder has specified that the Trust is not to disclose  
such information, in which case the Trust, at the requesting  
Investor's cost, shall forward communications, sealed or  
unsealed, from the requesting Investor to such Shareholder  
or representative upon assertion by the Investor in writing  
to the Trust of a proper purpose for the communication); 
 
          (4) A copy of the Certificate and this Declaration  
and all amendments thereto; 
 
          (5) True and full information regarding the amount  
of cash and a description and statement of the agreed value  
of any other property or services contributed by each  
Shareholder and which any Shareholder has agreed to  
contribute in the future, and the date on which each current  
Shareholder acquired his Shares; and 
 
          (6) Such other information regarding the Trust's  
affairs as is just and reasonable. 
 
     (b) The Trust shall establish reasonable standards  
governing without limitation the information and documents  
to be furnished and the time and the location, if  
appropriate, of furnishing that information and documents.   
Costs of providing information and documents shall be borne  
by the requesting Investor except for de minimis amounts  
consistent with the Trust's ordinary practices.  The Trust  
shall be entitled to reimbursement for its direct,  
out-of-pocket expenses incurred in declining unreasonable  
requests (in whole or in part) for information. 
 
     (c) The Trust may keep confidential from Investors for  
such period of time as it deems reasonable any information  
that it reasonably believes to be in the nature of trade  
secrets or other information that the Trust in good faith  
believes would not be in the best interests of the Trust to  
disclose or that could damage the Trust or its business or  
that the Trust is required by law or by agreement with a  
third party to keep confidential. 
 
     (d) The Trust may keep its records in other than  
written form if capable of conversion into written form  
within a reasonable time.   
 
     (e)  All demands or requests for information under this  
Section shall be solely for a purpose reasonably related to  
the Investor's interest in the Trust.  All requests or  
demands for information under this Section shall be in  
writing and shall state the purpose of the demand; the  
Trust's acceptance of oral requests shall not waive or limit  
the scope of this provision.  Any action to enforce rights  
under this Section may be brought in the Delaware Court of  
Chancery, subject to Section 15.4. 
 
 
ARTICLE 12 
 
POWERS, DUTIES AND LIMITATIONS OF MANAGING SHAREHOLDER AND  
CORPORATE TRUSTEE 
 
     12.1  Management of the Trust.  The Managing  
Shareholder shall have full, exclusive and complete  
discretion in the management and control of the Trust,  
except as otherwise provided herein.  The Managing  
Shareholder agrees to manage and control the affairs of  
the Trust to the best of its ability and to conduct the  
operations contemplated under this Declaration in a careful  
and prudent manner and in accordance with good industry  
practice. The Managing Shareholder may bind the Trust.   
 
     12.2  Acceptance of Subscriptions.  The Managing  
Shareholder shall not cause the Trust to accept any  
subscription for Shares except as provided in Article 1 or  
in Section 9.5, as the case may be. 
 
     12.3  Specific Limitations.  (a)  The Managing  
Shareholder shall not take any of the following actions  
without the approval of all Investors: 
 
          (1) Any act in contravention of this Declaration  
or the Certificate; 
 
          (2) Any act that would make it impossible to carry  
on the Trust's ordinary business; 
 
          (3) Effecting a confession of judgment against the  
Trust in an amount exceeding 10% of the aggregate Capital  
Contributions; 
 
          (4) Causing the dissolution or termination of the  
Trust prior to the expiration of its term, except as  
provided under Article 14; 
 
          (5) Possessing Trust Property or assigning rights  
in specific Trust Property for other than a Trust purpose;  
or 
 
          (6) Constituting any other person as a Managing  
Shareholder, except as provided in Article 14.  
 
     (b)  The Managing Shareholder shall not sell, exchange,  
lease, mortgage, pledge or transfer all or substantially all  
of the Trust's assets if not in the ordinary course of  
operation of Trust Property or amend this Declaration  
without the approval of a Majority of the Investors except  
as specified in this Declaration or except pursuant to  
Section 15.8(a). 
 
     (c)  The Corporate Trustee, the Trust or the Trust's  
agents shall not take any action that is prohibited to the  
Managing Shareholder by this or any other provision of this  
Declaration and shall take all actions necessary or  
advisable to carry out actions specified in this Section  
that are approved as specified herein. 
 
     12.4  Specific Powers.  In addition to the powers and  
duties otherwise provided for in this Declaration, the  
Managing Shareholder has the following powers and duties: 
 
     (a)  To direct or supervise the Corporate Trustee, the  
Trust and the Trust's agents in the exercise of any action  
relating to the Trust's affairs, including without  
limitation the powers described in Section 1.8; 
 
     (b)  To take the actions specified in Section 12.3 if  
the approvals specified therein are obtained; 
 
     (c)  To amend this Declaration as specified in Section  
15.8(a) or other provisions of this Declaration; 
 
     (d) To lend money to the Trust (without being obligated  
to do so) if such loan bears interest at a reasonable rate  
not exceeding the Managing Shareholder's interest cost or  
the amount that would be charged to the Trust by an  
unrelated lender on a comparable loan for the same purpose  
(without reference to the financial abilities or guarantees  
of the Managing Shareholder).  The Managing Shareholder may  
not receive points or other financing charges or fees  
regardless of the amount loaned to the Trust.  Before making  
any loans to the Trust, a Managing Shareholder will attempt  
to obtain a loan from an unrelated lender secured, if at  
all, only by Trust Property;   
 
     (e)  To approve in its sole discretion any transfer of  
Investor Shares;  
 
     (f)  To terminate the offering of Shares at any time  
prior to the Termination Date, provided that the Escrow Date  
has occurred; 
 
     (g)  To withdraw the offering of Shares at any time as  
provided in Section 1.6;  
 
     (h)  If the Trust elects to become a business  
development company, to take any action in its discretion  
that may be necessary, advisable or appropriate to maintain  
the Trust's status as a business development company under  
the 1940 Act, without any requirement to give notice to or  
to obtain the prior or subsequent consent of any Investor; 
 
     (i)  To acquire such assets or properties, real or  
personal, as the Managing Shareholder in its sole discretion  
deems necessary or appropriate for the conduct of the  
Trust's business and to sell, exchange, distribute to  
Shareholders in kind or otherwise dispose of any part of the  
Trust Property in the ordinary course of the operation of  
the Trust Property; 
 
     (j)  To waive any fees or compensation payable to it  
and to credit such waived amount in its discretion against  
any obligations it may have to contribute capital under  
Section 14.7; 
 
     (k)  To provide, or arrange for the provision of,  
managerial assistance to those persons in which the Trust  
invests; and 
 
     (l)  To establish valuation principles and to  
periodically apply such principles to the Trust's investment  
portfolio. 
 
     12.5. Operation by Affiliate.  The Trust, by action of  
the Managing Shareholder, may engage RPMC or another  
Affiliate of the Managing Shareholder to provide management,  
purchasing, planning and administrative services for any or  
all Projects operated by the Trust.   A manager under this  
Section 12.5 shall act under the supervision and direction  
of the Managing Shareholder and does not have the authority  
to bind the Trust or act directly in its name except as  
authorized by the Managing Shareholder or an officer of the  
Trust.  A manager under this Section 12.5 shall be  
reimbursed for all costs incurred by it as provided in  
Section 9.3(d) but shall not receive any compensation in  
excess of its costs.  A manager under this Section 12.5 may  
provide services to the Managing Shareholder, its Affiliates  
or other entities sponsored by the Managing Shareholder or  
its Affiliates and costs and expenses shall be reasonably  
allocated among those entities.  The Trust may enter into an  
Operation Agreement or other agreements to implement this  
Section 12.5.  A manager under this Section 12.5 shall not  
be compensated or reimbursed for any services related to the  
administration of the Trust as a whole, to relations with  
Investors or the offering of Shares or to the  
identification, acquisition or disposition of Projects. 
 
     12.6  Officers of Trust.  (a)  The Managing Shareholder  
shall appoint a President, one or more Vice Presidents as  
designated by the Managing Shareholder, a Secretary and such  
other officers and agents as the Managing Shareholder may  
from time to time consider appropriate, none of whom need be  
a Shareholder.  Except as otherwise prescribed by the  
Managing Shareholder or in this Declaration, each officer  
shall have the powers and duties usually appertaining to a  
similar officer of a Delaware corporation under the  
direction of the Managing Shareholder and shall hold office  
during the pleasure of the Managing Shareholder.  Any two or  
more offices may be held by the same person.  Any officer  
may resign by delivering a written resignation to the  
Managing Shareholder and such resignation shall take effect  
upon delivery or as specified therein.   
 
     (b)  All conveyances of real property or any interest  
therein by the Trust may be made by the Corporate Trustee,  
which shall execute on behalf of the Trust any instruments  
necessary to effect the conveyance.  A certificate of the  
Secretary of the Trust stating compliance with this Section  
12.6(b) shall be conclusive in favor of any person relying  
thereon. 
 
     (c)  All other documents, agreements, instruments and  
certificates that are to be made, executed or endorsed on  
behalf of the Trust shall be made, executed or endorsed by  
such officers or persons as the Managing Shareholder shall  
from time to time authorize and such authority may be  
general or confined to specific instances.  In the absence  
of other provisions, the President is authorized to execute  
any document, to take any action on behalf of the Trust  
within this Section 12.6(c), and to authorize other  
officers to execute confirmatory documents or certificates. 
 
     12.7  Presumption of Power.   The execution by the  
Corporate Trustee, the Managing Shareholder or the officers  
on behalf of the Trust of leases, assignments, conveyances,  
contracts or agreements of any kind whatsoever shall be  
sufficient to bind the Trust.  No person dealing with the  
Managing Shareholder or the Trust's officers shall be  
required to determine their authority to make or execute any  
undertaking on behalf of the Trust, nor to determine any  
fact or circumstances bearing upon the existence of their  
authority nor to see the application or distribution of  
revenues or proceeds derived therefrom, unless and until  
such person has received written notice to the contrary. 
 
     12.8  Obligations Not Exclusive.  The Managing  
Shareholder, the Panel Members and the Corporate Trustee  
shall be required to devote only such part of their time as  
is reasonably needed to manage the business of the Trust or  
discharge their duties, it being understood that the  
Managing Shareholder, the Panel Members and the Corporate  
Trustee have and shall have other business interests and  
therefore shall not be required to devote their time  
exclusively to the Trust.  The Managing Shareholder, the  
Panel Members and the Corporate Trustee shall in no way be  
prohibited from or restricted in engaging in, or possessing  
an interest in, any other business venture of a like or  
similar nature including any venture involving the  
independent power industry.  Nothing in this Section 12.8  
shall relieve the Managing Shareholder of other fiduciary  
obligations to the Investors, except as limited in Article  
3.  Notwithstanding anything to the contrary contained in  
this Article or elsewhere in this Declaration, the Managing  
Shareholder shall have no duty to take any affirmative  
action with respect to management of the Trust business or  
the Trust Property which might require the expenditure of  
monies by the Trust or the Managing Shareholder unless the  
Trust is then possessed of such monies available for the  
proposed expenditure.  Under no circumstances shall the  
Managing Shareholder be required to expend its own funds in  
connection with the day to day operation of Trust business.   
 
     12.9  Right to Deal with Affiliates.  No act of the  
Trust shall be affected or invalidated by the fact that a  
Managing Person may be a party to or have an interest in any  
contract or transaction of the Trust, provided that the fact  
of the Managing Person's interest shall be disclosed or  
shall have been known to the Shareholders or the contract or  
transaction is at prevailing rates or on terms at least as  
favorable to the Trust as those available from persons who  
are not Managing Persons or has been approved by the vote of  
an Independent Panel or of a Majority of the Investors. 
 
     12.10  Management Share.  The Managing Shareholder  
shall be credited with a Management Share which shall have  
no voting rights and shall be deemed to have attached to it  
the rights appertaining to the Managing Shareholder under  
this Declaration.  No Management Share shall be held by or  
transferred to a person who is not a Managing Shareholder  
except as provided by Section 13.1.  
 
     12.11  Removal of Managing Shareholder.  (a) The  
holders of at least 10% of the Investor Shares may propose  
the removal of a Managing Shareholder, either by calling a  
meeting or soliciting consents in accordance with the terms  
of this Declaration.  On the affirmative vote of a Majority  
of the Investors (excluding Investor Shares held by the  
Managing Shareholder that is the subject of the vote or by  
its Affiliates), such Managing Shareholder shall be removed.   
 
     (b) In the event of any such removal or other  
incapacity (other than voluntary resignation without cause)  
of a Managing Shareholder as enumerated in Section 14.1(c),  
the former Managing Shareholder may elect in its sole  
discretion to take and to cause the Trust to take one of the  
following courses of action: 
 
          (1)  The former Managing Shareholder may elect to  
exchange its Management Share for a series of cash payments  
from the Trust to the former Managing Shareholder in amounts  
equal to the amounts of distributions to which the former  
Managing Shareholder would otherwise have been entitled  
under this Declaration in respect of investments made by the  
Trust prior to the date of the removal or other incapacity.   
Such payments shall be payable out of the Trust's available  
cash before any distributions are  made to the Investors  
pursuant to this Declaration.  For purposes of this Section  
12.11(b)(1), from and after the date of any such removal or  
other incapacity:  (i) the former Managing Shareholder's  
interest in the Trust attributable to its Management Share  
shall be terminated and its Capital Account shall be reduced  
by the amount which is attributable to its Management Share  
and (ii) the former Managing Shareholder shall continue to  
receive its pro rata share of all allocations to Investors  
provided in this Declaration that are attributable to  
Investor Shares acquired by the Managing Shareholder. 
 
          (2)  In the alternative, the former Managing  
Shareholder may elect to engage a qualified independent  
appraiser and cause the Trust to engage a separate qualified  
independent appraiser (at the Trust's expense in each case),  
who shall value the Trust Property as of the date of such  
removal or other incapacity as if the Trust Property had  
been sold at its fair market value so as to include all  
unrecognized gains or losses.  If the two appraisers cannot  
agree on a value, they shall appoint a third independent  
appraiser (whose cost shall be borne by the Trust) whose  
determination, made on the same basis, shall be final and  
binding.  Based on the appraisal, the Trust shall make  
allocations to the former Managing Shareholder's Capital  
Account of Profits, Losses and other items resulting from  
the appraisal as of the date of such removal or other  
incapacity as if the Trust's fiscal year had ended solely  
for the purpose of determining the former Managing  
Shareholder's Capital Account.  If the former Managing  
Shareholder has a positive Capital Account after such  
allocation, the Trust shall deliver a promissory note of the  
Trust to the former Managing Shareholder, with a principal  
amount equal to the former Managing Shareholder's Capital  
Account and which shall 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 or other incapacity, with  
interest payable annually and principal payable only from  
20% of any available cash before any distributions thereof  
are made to the Investors under this Declaration. If the  
Capital Account of the former Managing Shareholder has a  
negative balance after such allocation, the former Managing  
Shareholder shall contribute to the capital of the  
Trust in its discretion either cash in an amount equal to  
the negative balance in its Capital Account or a promissory  
note to the Trust in such principal amount maturing five  
years after the date of such removal or other incapacity,  
bearing interest at the rate specified above.  For purposes  
of this Section 12.11(b)(2), from and after the date of any  
such removal or other incapacity, the former Managing  
Shareholder's interest in the Trust shall be terminated and  
the former Managing Shareholder shall no longer have any  
interest in the Trust other than the right to receive the  
promissory note and payments thereunder as provided above.   
 
     (c)  In the event that a Managing Shareholder is  
removed or no longer serves as a Managing Shareholder due to  
an incapacity enumerated in Section 14.1(c), the former  
Managing Shareholder shall not be entitled to any  
uncollected fees specified in Article 9 to the extent not  
accrued before the date of such removal or other incapacity. 
 
     12.12  Indemnification of Placement Agent.  (a)  The  
Placement Agent shall not have any duty, responsibility or  
obligation to the Trust, the Panel Members, the Corporate  
Trustee or any Shareholder as a consequence of its right to  
receive any selling commissions or placement agent fees from  
the Trust in connection with any offering of Shares, except  
to the extent provided under the Act.  The Placement Agent  
has not assumed, and will not assume, any responsibility  
with respect to the Trust nor will it be permitted by the  
Trust to assume any duties, responsibilities or obligations  
regarding the management, operations or any of the business  
affairs of the Trust, subsequent to any offering of Shares. 
 
     (b)  The Placement Agent shall be indemnified and held  
harmless by the Trust against any losses, damages,  
liabilities or costs (including attorneys' fees) arising  
from any threatened, pending or completed action, suit,  
claim or proceeding by any Shareholder against the Placement  
Agent (except as may be limited by the Act or applicable  
state statutes, including, but not limited to, the  
Massachusetts Securities Act and the Tennessee Securities  
Act), based upon the assertion that the Placement Agent has  
any continuing duty or obligation, subsequent to any  
offering of Shares, to the Trust, the Panel Members, the  
Corporate Trustee or any Shareholder or otherwise to monitor  
Trust operations or report to Investors concerning Trust  
operations. 
 
     12.13  Contribution.  Each of the initial Managing  
Shareholder and subsequent Managing Shareholders agrees that  
it shall remain jointly or jointly and severally liable as  
required by law for any obligation or recourse liability of  
the Trust incurred during the period in which it is a  
Managing Shareholder.  However, the existing and subsequent  
Managing Shareholders hereby agree among themselves to  
contribute to each other the amount of funds necessary to  
effectuate a sharing of Trust obligations and recourse  
liabilities in proportion to each Managing Shareholder's  
share of such obligations and liabilities as they accrue. 
 
    	12.14.  Independent Review Panel.  (a) There shall be a  
standing Independent Review Panel comprised of at least two  
Panel Members.  The number of Panel Members may be increased  
(but to not more than eight) or decreased (but to not fewer  
than two) from time to time by action of a majority of the  
Managing Shareholder and the incumbent Panel Members, acting  
together.  No Panel Member shall be  
 
          (i) an Affiliate of the Trust (although by serving  
as such he or she shall not be deemed to be an Affiliate); 
 
          (ii) an investment advisor or underwriter of the  
Trust; 
 
          (iii) a person beneficially owning five percent or  
more of the Investor Shares, or an entity, five percent or  
more of whose outstanding equity securities are beneficially  
owned by the Trust; 
 
          (iv) any officer, director, general partner or  
employee of the Trust or its subsidiaries; 
 
          (v) any member of the immediate family of any  
individual named in (i)-(iv); or 
 
         	(vi)  any person who has acted as legal counsel  
for the Trust or the Managing Shareholder at any time since  
the beginning of the second-to-last completed fiscal year of  
the Trust, or a principal, officer, partner, counsel or  
employee of that counsel. 
 
     (b)  If at any time a Panel Member fails to meet the  
foregoing requirements, either he or she or the Trust will  
take action under Section 12.14(c) within 180 days to  
correct that condition. The Panel Members shall have terms  
of indefinite duration, subject only to removal, incapacity  
or resignation under this Section 12.14.   
 
     (c)  Vacancies, however caused, in the authorized  
number of Panel Members shall be filled by a majority of the  
remaining Panel Members and the Managing Shareholder.  If no  
Panel Member remains and if the Managing Shareholder does  
not elect to suspend the Panel under Section 12.14(i), the  
Managing Shareholder shall nominate Panel Members and not  
later than 120 days after the last vacancy results it shall  
either request written consents from Investors or call a  
special meeting of Investors for the purpose of electing  
Panel Members. 
 
     (d)  The Trust shall not consummate any Ridgewood  
Program Transaction without the approval of a majority of  
the incumbent Panel Members (if there are two Panel Members,  
both shall be required to approve) or approval by a Majority  
of the Investors.  The Managing Shareholder, in its sole  
discretion, may elect to refer to the Panel other  
transactions in which the Managing Shareholder or Affiliates  
of the Managing Shareholder may have an interest.  In that  
event, the Panel in its sole discretion may elect not to  
review the transaction, or to review the transaction  
and report to the Managing Shareholder.  The Panel Members  
shall incur no liability to the Trust or any Shareholder by  
their decision to review or not to review and the  
concurrence of the Panel shall not be required for the  
consummation of any transaction other than a Ridgewood  
Program Transaction referred to the Panel. 
 
     (e)  The Panel Members are not trustees of the Trust  
and have no responsibility for any action or failure to take  
action by the Trust other than to review Ridgewood Program  
Transactions referred to them.  They have no general  
responsibility for oversight of the Trust and are not  
charged with fiduciary responsibility for the investments of  
the Trust. 
 
     (f)  The Panel shall meet on the call of the Managing  
Shareholder.  Except to the extent conflicting with the  
Delaware Act or this Declaration, the law of Delaware  
governing meetings of directors of corporations shall govern  
meetings, voting and consents by the Panel Members. 
 
     (g)  As compensation for services rendered to the  
Trust, each Panel Member shall be paid by the Trust the sum  
of $5,000 annually in quarterly installments and shall be  
reimbursed for all reasonable out-of-pocket expenses  
relating to attendance at meetings or otherwise performing  
his duties hereunder.  The Managing Shareholder and the  
Panel may review the compensation payable to the Panel  
Members no more often than annually and may increase or  
decrease it as they find to be reasonable, upon approval by  
both the Managing Shareholder and a majority of the  
incumbent Panel Members.  No compensation for consulting  
services shall be paid to a Panel Member without prior  
approval of both the Managing Shareholder and a majority of  
the remaining Panel Members.   
 
     (h)  Any Panel Member may resign if he or she gives  
notice to the Trust of the intent to resign and cooperates  
fully with any successor Panel Member appointed under  
Section 12.5(b), effective on the designation of the  
successor Panel Member. 
 
     (i)  Any Panel Member may be removed (x) for cause by  
the action of at least two-thirds of the remaining Panel  
Members or (y) by action of the holders of at least two- 
thirds of the Investor Shares.  The Panel may be suspended  
by the Managing Shareholder, upon its certification recorded  
in the minutes of the Trust that there is no reasonable  
probability that the Trust will engage in future Ridgewood  
Program Transactions.  In that case the annual stipend for  
Panel Members shall cease during the period of suspension.   
The Managing Shareholder may reinstate the Panel at any time  
after a suspension.  Removal of a Panel Member shall not  
affect the validity of any actions taken prior to the  
date of removal.   
 
 
ARTICLE 13 
 
TRANSFERS OF SHARES 
 
     13.1  Transfer or Resignation by Managing Shareholder.   
The Managing Shareholder shall not sell, assign or otherwise  
transfer its Management Share or resign without cause (which  
cause shall not include the fact or the determination that  
continued service would be unprofitable to the Managing  
Shareholder) without first obtaining the consent of a  
Majority of the Investors, except that (i) the Managing  
Shareholder may pledge its Management Share for a  
loan to the Managing Shareholder provided that such pledge  
does not reduce the cash flow of the Trust distributable to  
other Shareholders and (ii) the Managing Shareholder may  
waive or assign compensation or fees payable to it. 
 
     13.2  Transfers by Investors.   An Investor may sell,  
exchange or transfer his Shares except as restricted by and  
upon compliance with all applicable laws and all of the  
following provisions of this Section 13.2: 
 
     (a)  Shares may not be transferred to any person or  
entity if, as determined by the Trust, such assignment would  
have adverse regulatory consequences to the Trust or any  
Trust Property.  
 
     (b)  Within 30 days after written notice of a proposed  
sale or assignment is received by the Trust from an  
Investor, the Trust may request in its sole discretion an  
opinion of counsel acceptable to the Trust that the proposed  
transfer (i) would not invalidate the exemption afforded by  
Section 4(2) of the Act or by Regulation D promulgated under  
the Act and the exemption afforded by any applicable state  
securities laws as to any offering of interests in the Trust  
and (ii) complies with the exemption afforded by Section  
4(1) of the Act and qualifies for an exemption from  
registration under any applicable state securities laws  
(including any investor suitability standard applicable to  
the transferee or the Trust). 
 
     (c)  The written approval of the Managing Shareholder  
must be obtained, the granting or denial of which shall be  
within its sole and absolute discretion. 
 
     (d)  The transferor and transferee must deliver a dated  
notice in writing signed by each, confirming that (i) the  
transferee accepts and agrees to comply with all the terms  
of this Declaration and (ii) the transfer was made in  
compliance with this Declaration and all applicable laws and  
regulations. 
 
     (e)  The transferor, transferee and the Trust must  
execute all other certificates, instruments and documents  
and take all such additional action as the Trust may deem  
appropriate. 
 
     (f)  The Trust may require as a condition to any  
transfer that may create a future interest that an opinion  
of counsel acceptable to the Trust be delivered to the Trust  
confirming that the proposed transfer does not have adverse  
effects on the Trust under the rule against perpetuities or  
similar provisions of law.  Transfers shall be effective and  
recognized upon fulfillment of the requirements of clauses  
(a) through (f) above and the transferee shall be an  
Investor owning Investor Shares with the same rights as  
appertained to the transferor.  Any purported sale or  
transfer consummated without first complying with this  
Section 13.2 shall be void. 
 
     13.3  Assignments by Operation of Law.  If any Investor  
shall die, with or without leaving a will, or become non  
compos mentis, bankrupt or insolvent, or if a corporate,  
partnership or trust Investor dissolves during the Trust  
term or if any other involuntary transfer of an Investor's  
Shares is made, the legal representatives, heirs and  
legatees (and spouse, if the Shares have been community  
property of such Investor and his or her spouse),  
bankruptcy assignees, successors, assigns and corporate,  
partnership or trust distributees or such other involuntary  
transferees shall not become transferees but shall have  
(subject to the other terms and provisions hereof) such  
rights as are provided with respect to such persons under  
the law; provided, however, that such legal representatives,  
heirs and legatees, spouse, bankruptcy assignees,  
successors, assigns and corporate, partnership or trust  
distributees or involuntary transferees may become  
transferees in accordance with the provisions of Section  
13.2. 
 
     13.4  Expenses of Transfer.  In the sole discretion of  
the Trust, the person acquiring Shares pursuant to any of  
the provisions of this Article 13 may be required to bear  
all costs and expenses necessary to effect a transfer of  
such Shares including, without limitation, reasonable  
attorney's fees incurred in preparing any required  
amendments to this Declaration and the Certificate to  
reflect such transfer or acquisition and the cost of  
filing such amendments with the appropriate governmental  
officials. 
 
     13.5  Survival of Liabilities.  No sale or assignment  
of Shares shall release the transferor from those  
liabilities to the Trust which survive such assignment or  
sale as a matter of law or that are imposed under Section  
3.4. 
 
     13.6  No Accounting.  No transfer of Shares, whether  
voluntary, involuntary or by operation of law, shall entitle  
the transferor or transferee to demand or obtain immediate  
valuation, accounting or payment of the transferred Shares. 
 
 
ARTICLE 14 
 
DISSOLUTION, TERMINATION AND LIQUIDATION 
 
     14.1  Dissolution.  Unless the provisions of Section  
14.2 are elected, the Trust shall be dissolved and its  
business shall be wound up upon the decision of the Managing  
Shareholder to withdraw the offering of Shares described in  
the Memorandum in accordance with Section 12.4(g) or on the  
earliest to occur of: 
 
     (a)  Forty years from the effective date of this  
Declaration; 
 
     (b)  The sale of all or substantially all of the Trust  
Property; 
 
     (c)  The death, removal, dissolution, resignation,  
insolvency, bankruptcy or other legal incapacity of the  
Managing Shareholder or any other event which would legally  
disqualify the Managing Shareholder from acting hereunder; 
 
     (d)  The decision of all Investors or the Managing  
Shareholder and a Majority of Investors; or 
 
     (e)  The occurrence of any other event which, by law,  
would require the Trust to be dissolved. 
 
     14.2  Continuation of the Trust.  Upon the occurrence  
of any event of dissolution described in Sections 14.1 (a)  
through (e), inclusive, the Trust shall be dissolved and  
wound up unless (i) the Managing Shareholder and a Majority  
of the Investors (calculated without regard to Investor  
Shares owned by the Managing Shareholder or its Affiliates)  
within 90 days after the occurrence of any such event of  
dissolution elect to continue the Trust or, (ii) if there  
is no remaining Managing Shareholder, within 90 days after  
the occurrence of any such event of dissolution, a Majority  
of the Investors shall elect, in writing, that the Trust  
shall be continued on the terms and conditions herein  
contained and shall designate one or more persons willing to  
be substituted as a Managing Shareholder or Managing  
Shareholders.  In the event there is no remaining Managing  
Shareholder and a Majority of the Investors elect to  
continue the Trust, it shall be continued with the new  
Managing Shareholder or Managing Shareholders who shall  
succeed to and assume all of the powers, privileges and  
obligations of the previous Managing Shareholder or Managing  
Shareholders hereunder except as specified in Section 12.11.   
In the event of a dissolution under this Section 14.2, the  
former Managing Shareholder or Managing Shareholders shall  
have the rights specified in Section 12.11. 
 
     14.3  Obligations on Dissolution.  The dissolution of  
the Trust shall not release any of the parties hereto from  
their contractual obligations under this Declaration. 
 
     14.4  Liquidation Procedure.  Upon dissolution of the  
Trust for any reason: 
 
     (a) A reasonable time shall be allowed for the orderly  
liquidation of the assets of the Trust and the discharge of  
liabilities to creditors so as to enable the Trust to  
minimize the losses normally attendant to a liquidation; 
 
     (b)  The Shareholders shall continue to receive Net  
Cash Flow, subject to the other provisions of this  
Declaration and to the provisions of subsection (c) hereof,  
and shall share Profits and Losses for all tax and other  
purposes during the period of liquidation; and 
 
     (c)  Ridgewood Power shall act as liquidating Managing  
Shareholder (or, in its absence, any other Managing  
Shareholder shall act) and shall proceed to liquidate the  
Trust Properties to the extent that they have not already  
been reduced to cash unless the liquidating Managing  
Shareholder elects to make distributions in kind to the  
extent and in the manner herein provided and such cash, if  
any, and property in kind, shall be applied and distributed  
in accordance with Article 8 and Section 9.5 (if  
applicable). 
 
     14.5  Liquidating Trustee.  (a) If the dissolution of  
the Trust is caused by circumstances under which no Managing  
Shareholder shall be acting as a Managing Shareholder or if  
all liquidating Managing Shareholders are unable or refuse  
to act, a Majority of the Investors shall appoint a  
liquidating trustee who shall proceed to wind up the  
business affairs of the Trust.  The liquidating trustee  
shall have no liability to the Trust or to any Shareholder  
for any loss suffered by the Trust which arises out of  
any action or inaction of the liquidating trustee if the  
liquidating trustee, in good faith, determined that such  
course of conduct was in the best interests of the  
Shareholders and such course of conduct did not constitute  
negligence or misconduct of the liquidating trustee.  The  
liquidating trustee shall be indemnified by the Trust  
against any losses, judgments, liabilities, expenses and  
amounts paid in settlement of any claims sustained by it in  
connection with the Trust, provided that the same were not  
the result of negligence or misconduct of the liquidating  
trustee. 
 
     (b)  Notwithstanding the above, the liquidating trustee  
shall not be indemnified and no expenses shall be advanced  
on its behalf for any losses, liabilities or expenses  
arising from or out of an alleged violation of federal or  
state securities laws, unless (1) there has been a  
successful adjudication on the merits of each count  
involving alleged securities law violations as to the  
particular indemnitee, or (2) such claims have been  
dismissed with prejudice on the merits by a court of  
competent jurisdiction as to the particular indemnitee, or  
(3) a court of competent jurisdiction approves a settlement  
of the claims against a particular indemnitee. 
 
     (c)  In any claim for indemnification for federal or  
state securities law violations, the party seeking  
indemnification shall place before the court the position of  
the Securities and Exchange Commission and the Massachusetts  
Securities Division (if applicable) and the Tennessee  
Securities Division (if applicable), or other applicable  
securities administrators if required, with respect to the  
issue of indemnification for securities law violations. 
 
     (d) The Trust shall not incur the cost of that portion  
of any insurance, other than public liability insurance,  
which insures any party against any liability the  
indemnification of which is herein prohibited. 
 
     14.6  Death, Insanity, Dissolution or Insolvency of an  
Investor or Trustee.  The death, insanity, dissolution,  
winding up, insolvency, bankruptcy, receivership or other  
legal termination of a Trustee or an Investor who is not a  
Managing Shareholder shall have no effect on the life of the  
Trust and the Trust shall not be dissolved thereby. 
 
     14.7  Managing Shareholder's Capital Contributions.   
Upon or prior to the first distribution in liquidation, the  
Managing Shareholder shall contribute to the capital of the  
Trust an amount equal to any deficit in the Capital Account  
of such Managing Shareholder calculated just prior to the  
date of such distribution, to the extent not previously  
contributed.   
 
     14.8  Withdrawal of Offering.  Dissolution of the Trust  
resulting from withdrawal of the offering of Shares is  
governed by Section 1.6(c) and Section 12.4(g). 
 
 
ARTICLE 15 
 
MISCELLANEOUS 
 
     15.1  Notices.  Notices or instruments of any kind  
which may be or are required to be given hereunder by any  
person to another shall be in writing and deposited in the  
United States Mail, certified or registered, postage  
prepaid, addressed to the respective person at the address  
appearing in the records of the Trust.  Any Investor may  
change his address by giving notice in writing, stating his  
new address, to the Trust.  Any notice shall be deemed to  
have been given effective as of 72 hours, excluding  
Saturdays, Sundays and holidays, after the depositing of  
such notice in an official United States Mail receptacle.  
Notice to the Trust may be addressed to its principal  
office. 
 
     15.2  Meetings of Shareholders.  (a)  Meetings.  The  
Managing Shareholder may call meetings of the Shareholders,  
the Investors or any subgroup thereof concerning any matter  
on which they may vote as provided by this Declaration or by  
law or to receive and act upon a report of the Managing  
Shareholder on matters pertaining to the Trust's business  
and activities.  Investors holding 10% or more of the  
outstanding securities or Shares entitled to vote on the  
matter may also call meetings by giving notice to the Trust  
demanding a meeting and stating the purposes therefor.   
After calling a meeting or within 20 days after receipt of a  
written request or requests meeting the requirements of the  
preceding sentence, the Trust shall mail to all Shareholders  
entitled to vote on the matter written notice of the place  
and purposes of the meeting, which shall be held on a date  
not less than 15 days nor more than 45 days after the Trust  
mails the notice of meeting to the Shareholders.  Any  
Shareholder or Investor entitled to vote on the matter may  
appear and vote or consent at a meeting by proxy, provided  
that such authority is granted by a writing signed by the  
Shareholder or Investor and delivered to the Trust at or  
prior to the meeting. 
 
     (b)  Consents.  Any consent required by this  
Declaration or any vote or action by the Shareholders, the  
Investors or any subgroup thereof may be effected without a  
meeting by a consent or consents in writing signed by the  
persons required to give such consent, to vote or to take  
action.  The Managing Shareholder may solicit consents or  
Investors holding 10% or more of the outstanding securities  
or Shares entitled to vote on the matter may demand a  
solicitation of consents by giving notice to the Trust  
stating the purpose of the consent and including a form of  
consent.  The Trust shall effect a solicitation of consents  
by giving those Shareholders or the Investors, as the case  
may be, a notice of solicitation stating the purpose of the  
consent, a form of consent and the date on which the  
consents are to be tabulated, which shall be not less than  
15 days nor more than 45 days after the Trust transmits the  
notice of solicitation for consents.   If Investors holding  
10% or more of the outstanding securities or Shares entitled  
to vote on the matter demand a solicitation, the Trust  
shall transmit the notice of solicitation not later than 20  
days after receipt of the demand.   
 
     (c)  General.  To the extent not inconsistent with this  
Declaration, Delaware law governing stockholders' meetings,  
proxies and consents for corporations shall apply as to the  
procedure, validity and use of meetings, proxies and  
consents.  Any Shareholder may waive notice of or attendance  
at any meeting or notice of any consent, whether before or  
after any action is taken.  The date on which the Trust  
transmits the notice of meeting or notice soliciting  
consents shall be the record date for determining  
the right to vote or consent.  A list of the names,  
addresses and shareholdings of all Shareholders shall be  
maintained as part of the Trust's books and records. 
 
     15.3  Loan to Trust by Shareholder.  If any Shareholder  
shall, in addition to his Capital Contribution to the Trust,  
lend any monies to the Trust, the amount of any such loan  
shall not increase his Capital Account nor shall it entitle  
him to any increase in his share of the distributions of the  
Trust, but the amount of any such loan shall be an  
obligation on the part of the Trust to such Shareholder and  
shall be repaid to him on the terms and at the interest rate  
negotiated at the time of the loan, and the loan shall be  
evidenced by a promissory note executed by the Trust  
except that no Shareholder shall be personally obligated to  
repay the loan, which shall be payable and collectible only  
out of the assets of the Trust. 
 
     15.4  Delaware Laws Govern.  This Declaration shall be  
governed and construed in accordance with the laws of the  
State of Delaware, and venue for any litigation between or  
against any of the parties hereto may be maintained in New  
Castle County, Delaware; however, residents of Massachusetts  
may, at their option, choose to maintain any such litigation  
in the Commonwealth of Massachusetts. 
 
     15.5  Power of Attorney.  Each Investor irrevocably  
constitutes and appoints the Managing Shareholder as his  
true and lawful attorney-in-fact and agent to effectuate and  
to act in his name, place and stead, in effectuating the  
purposes of the Trust including the execution, verification,  
acknowledgment, delivery, filing and recording of this  
Declaration as well as all authorized amendments thereto and  
hereto, all assumed name and doing business certificates,  
documents, bills of sale, assignments and other instruments  
of conveyances, leases, contracts, loan documents and  
counterparts thereof, and all other documents which may be  
required to effect a continuation of the Trust and which the  
Trust deems necessary or reasonably appropriate, including  
documents required to be executed in order to correct  
typographical errors in documents previously executed by  
such Investor and all conveyances and other instruments or  
other certificates necessary or appropriate to effect an  
authorized dissolution and liquidation of the Trust.  The  
power of attorney granted herein shall be deemed to be  
coupled with an interest, shall be irrevocable and shall  
survive the death, incompetency or legal disability of an  
Investor. 
 
     15.6  Disclaimer.  In forming this Trust, all Investors  
recognize that the independent power business is highly  
speculative and that neither the Trust nor the Managing  
Shareholder nor any Trustee nor any other Managing Person  
makes any guaranty or representation to any Investor as to  
the probability or amount of gain or loss from the conduct  
of Trust business. 
 
     15.7  Corporate Trustee Resignation and Replacement.   
The Managing Shareholder may increase or decrease the number  
of Corporate Trustees so long as there is at least one  
Corporate Trustee which meets the requirements of Section  
3807 of the Delaware Act.  A Corporate Trustee may resign by  
delivering a written resignation to the Managing Shareholder  
not less than 60 days prior to the effective date of the  
resignation.  The Managing Shareholder may remove a  
Corporate Trustee at any time, provided that if there is no  
incumbent, at least one new Corporate Trustee is oncurrently  
appointed.  In the event of the absence, death, resignation,  
removal, dissolution, insolvency, bankruptcy or legal  
incapacity of a Corporate Trustee or if an additional  
Corporate Trustee is to be appointed, the Managing  
Shareholder shall appoint the Corporate Trustee in writing  
and shall subsequently give notice to the Investors,  
although such notice is not necessary to the validity of the  
appointment.  A Corporate Trustee so appointed shall qualify  
by filing his written acceptance at the Trust's principal  
place of business. If there are multiple Corporate Trustees,  
each is vested with an undivided interest in the trust  
estate and may exercise all powers vested in the Corporate  
Trustee as directed by the Managing Shareholder. 
 
     15.8  Amendment and Construction of Declaration.  (a)   
This Declaration may be amended by the Managing Shareholder,  
without notice to or the approval of the Investors, from  
time to time for the following purposes:  (1) to cure any  
ambiguity, formal defect or omission or to correct or  
supplement any provision herein that may be inconsistent  
with any other provision contained herein or in the  
Memorandum or to effect any amendment without notice to or  
approval by Investors as specified in other provisions of  
this Declaration; (2) to make such other changes or  
provisions in regard to matters or questions arising under  
this Declaration that will not materially and adversely  
affect the interest of any Investor; (3) to otherwise  
equitably resolve issues arising under the Memorandum or  
this Declaration so long as similarly situated Investors are  
not treated materially differently; (4)  to maintain the  
federal tax status of the Trust and any of its Shareholders  
(so long as no Investor's liability is materially increased  
without his consent) or as provided in Section 4.3(d); (5)  
to authorize additional Shares or new classes or series of  
Shares under Section 9.5, (6) as otherwise provided in this  
Declaration or (7) to comply with law. 
 
     (b)  Other amendments to this Declaration may be  
proposed by either the Managing Shareholder or Investors  
owning 10% or more of the outstanding Shares, in each case  
by calling a meeting of Investors or requesting consents  
under Section 15.2 and specifying the text of the amendment  
and the reasons therefor.  No amendment under this Section  
15.8(b) that increases any Shareholder's liability, changes  
the Capital Contributions required of him or his rights in  
interest in the Profits, Losses, deductions, credits,  
revenues or distributions of the Trust in more than a de  
minimis manner, his rights on dissolution, or any voting or  
management rights set forth in this Declaration shall become  
effective as to that Shareholder without his written  
approval thereof.  Unless otherwise provided herein, all  
other amendments must be approved by the holders of a  
Majority of the outstanding Shares (calculated without  
regard to Shares owned by the Managing Shareholder and its  
Affiliates), and, if the terms of a series of Shares or  
securities so require, by the vote of the holders of such  
class, series or group specified therein. 
 
     (c)  The Managing Shareholder has power to construe  
this Declaration and to act upon any such construction.  Its  
construction of the same and any action taken pursuant  
thereto by the Trust or a Managing Person in good faith  
shall be final and conclusive. 
 
     15.9  Bonds and Accounting.  The Corporate Trustee and  
other Managing Persons shall not be required to give bond or  
otherwise post security for the performance of their duties  
and the Trust waives all provisions of law requiring or  
permitting the same.  No person shall be entitled at any  
time to require the Corporate Trustee, the Panel Members,  
the Trust or any Shareholder to submit to a judicial or  
other accounting or otherwise elect any judicial,  
administrative or executive supervisory proceeding  
applicable to non-business trusts.  
 
     15.10  Binding Effect.  This Declaration shall be  
binding upon and shall inure to the benefit of the  
Shareholders (and their spouses if the Shares of such  
Shareholders shall be community property) as well as their  
respective heirs, legal representatives, successors and  
assigns.  This Declaration constitutes the entire  
agreement among the Trust, the Corporate Trustee, the Panel  
Members, and the Shareholders with respect to the formation  
and operation of the Trust, other than the Subscription  
Agreement entered into between the Trust and each Investor  
and the Management Agreement. 
 
     15.11  Headings.  Headings of Articles and Sections  
used herein are for descriptive purposes only and shall not  
control or alter the meaning of this Declaration as set  
forth in the text. 
 
     15.12  Tax Matters Partner.  The Managing Shareholder  
or its designee shall be designated the tax matters partner  
of the Trust pursuant to Code Section 6221. 
 
     IN WITNESS WHEREOF, the undersigned have signed this  
Declaration as of the date first above written. 
 
 
RIDGEWOOD ENERGY HOLDING CORPORATION, 
Grantor and Corporate Trustee  
 
By:/s/ Robert E. Swanson 
       Robert E. Swanson, President 
 
 
RIDGEWOOD POWER CORPORATION,  
Managing Shareholder 
 
By:/s/ Robert E. Swanson 
       Robert E. Swanson, Presiden 
 
 
Exhibit A 
Investors 
 
                                                   Number of 
                                             Investor Shares 
Name               Address                         and Class 
  
 
 
 

EX-3.B

AMENDMENT NO. 2 TO DECLARATION OF TRUST
FOR
RIDGEWOOD ELECTRIC POWER TRUST V

	This AMENDMENT NO. 2 to the Declaration of Trust for 
Ridgewood Electric Power Trust V (the "Amendment") is made as of 
December 31, 1997 by Ridgewood Energy Holding Corporation, a 
Delaware corporation which is the "Corporate Trustee" of the 
trust estate known as Ridgewood Electric Power Trust V (the 
"Trust").

	WHEREAS, the Declaration of Trust of the Trust, dated April 
12, 1996, has been amended by Amendment No. 1, dated July 19, 
1996 (as so amended, the "Declaration"), and provides that the 
Trust shall accept not more than $75,000,000 of capital 
contributions in its initial offering of shares, and

	WHEREAS, the Trust believes that it will receive 
subscriptions for capital contributions in excess of $75,000,000 
in the current offering, and that accepting additional 
subscriptions will benefit the Trust and its investors by 
allowing the purchase of larger interests in electric power and 
other projects, the purchase of more interests in projects and 
thus additional diversification, and will enhance the Trust's 
ability to purchase interests in the anticipated large number of 
electric generating facilities being divested by utility owners 
in the process of industry deregulation, 

	WHEREAS, Section 15.8 of the Declaration empowers the 
Corporate Trustee to make amendments to the Declaration "that 
will not materially and adversely affect the interest of any 
Investor" without notice to or approval of the beneficiaries of 
the Trust, 

	NOW, THEREFORE, the Corporate Trustee finds that the changes 
made by this Amendment will not materially and adversely affect 
the interest of any Investor and amends the Declaration as 
follows, effective December 30, 1997:

	A.  Section 1.6 of the Declaration is amended by replacing 
the number "$75,000,000" to "$90,000,000."

	B.  Any other references in the Declaration to a maximum 
capital contribution amount of $75,000,000 are replaced by a 
maximum capital contribution amount of $90,000,000.

	IN WITNESS WHEREOF, the undersigned have signed this 
Amendment as of December 30, 1997.


			RIDGEWOOD ENERGY HOLDING CORPORATION,
			  Corporate Trustee


			By:  /s/Robert E. Swanson
			     Robert E. Swanson, President

Acknowledged:

RIDGEWOOD POWER CORPORATION,
 Managing Shareholder


By:  /s/Robert E. Swanson
    Robert E. Swanson, President

EX-3.C

AMENDMENT NO. 3 TO DECLARATION OF TRUST
FOR
RIDGEWOOD ELECTRIC POWER TRUST V

	This AMENDMENT NO. 3 to the Declaration of Trust for 
Ridgewood Electric Power Trust V (the "Amendment") is made as of 
April 1, 1998 by Ridgewood Energy Holding Corporation, a Delaware 
corporation which is the "Corporate Trustee" of the trust estate 
known as Ridgewood Electric Power Trust V (the "Trust").

	WHEREAS, the Declaration of Trust of the Trust, dated April 
12, 1996, has been amended by Amendments No. 1, dated July 19, 
1996 and No. 2, dated as of December 31, 1997 (as so amended, the 
"Declaration"), and provides that the Trust shall accept not more 
than $75,000,000 of capital contributions in its initial offering 
of shares, and

	WHEREAS, the Trust believes that it will receive 
subscriptions for capital contributions in excess of $90,000,000 
in the current offering, and that accepting additional 
subscriptions will benefit the Trust and its investors by 
allowing the purchase of larger interests in electric power and 
other projects, the purchase of more interests in projects and 
thus additional diversification, and will enhance the Trust's 
ability to purchase interests in the anticipated large number of 
electric generating facilities being divested by utility owners 
in the process of industry deregulation, 

	WHEREAS, Section 15.8 of the Declaration empowers the 
Corporate Trustee to make amendments to the Declaration "that 
will not materially and adversely affect the interest of any 
Investor" without notice to or approval of the beneficiaries of 
the Trust, 

	NOW, THEREFORE, the Corporate Trustee finds that the changes 
made by this Amendment will not materially and adversely affect 
the interest of any Investor and amends the Declaration as 
follows, effective April 1, 1998:

	A.  Section 1.6 of the Declaration is amended by replacing 
the number "$90,000,000" to "$95,000,000."

	B.  Any other references in the Declaration to a maximum 
capital contribution amount of $90,000,000 are replaced by a 
maximum capital contribution amount of $95,000,000.

	IN WITNESS WHEREOF, the undersigned have signed this 
Amendment as of April 1, 1998.


			RIDGEWOOD ENERGY HOLDING CORPORATION,
			  Corporate Trustee


			By:  /s/Robert E. Swanson
			     Robert E. Swanson, President

Acknowledged:

RIDGEWOOD POWER CORPORATION,
 Managing Shareholder


By:  /s/Robert E. Swanson
    Robert E. Swanson, President

EX-10.F

MANAGEMENT AGREEMENT


	This AGREEMENT made as of the 12th day of April, 1996 by and 
between RIDGEWOOD ELECTRIC POWER TRUST V, a Delaware business 
trust (the "Trust"), and Ridgewood Power Corporation, a Delaware 
corporation (hereinafter referred to as the "Management Company").

                      W I T N E S S E T H:

	WHEREAS, the Trust is a business trust organized under the 
Delaware Business Trust Act, as amended, and

	WHEREAS, the Management Company is the managing shareholder 
of the Trust and will engage principally in rendering management, 
administrative and investment advisory services to the Trust, and

	WHEREAS, the Trust desires to retain the Management Company 
to render management, administrative and certain investment 
advisory services to the Trust in the manner and on the terms 
hereinafter set forth; and

	WHEREAS, the Management Company is willing to provide 
management, administrative and investment advisory services to the 
Trust on the terms and conditions hereinafter set forth.

	NOW, THEREFORE, in consideration of the premises and the 
covenants hereinafter contained, the Trust and the Management 
Company hereby agree as follows:

	ARTICLE I

	Duties of the Management Company

	The Trust hereby employs the Management Company to furnish, 
or arrange for affiliates of the Management Company to furnish, 
the management, administrative and investment advisory services 
described below.  The Management Company hereby accepts such 
employment and agrees during such period, at its own expense, to 
render, or arrange for the rendering of, such services and to 
assume the obligations herein set forth for the compensation 
provided for herein.

	(a)	Management Services.  The Management Company shall 
perform  (or arrange for the performance of) the management and 
administrative services necessary for the operation of the Trust, 
including providing managerial assistance to portfolio companies 
of the Trust and such other services related to investments in 
non-utility generating facilities which sell electric and/or 
thermal power and in other non-utility facilities which provide 
power- related products or services, as shall be necessary for the 
operation of the Trust.  The Management Company shall also perform 
services related to administering the accounts and handling 
relations with all holders of beneficial interests in the Trust.  
The Management Company shall provide the Trust with office space, 
equipment and facilities and such other services as the Management 
Company shall from time to time determine to be necessary or 
useful to perform its obligations under this Agreement.  The 
Management Company shall also, on behalf of the Trust, conduct 
relations with custodians, depositories, transfer agents, other 
shareholder service agents, accountants, attorneys, underwriters, 
brokers and dealers, corporate fiduciaries, insurers, banks and 
such other persons in any such other capacity deemed to be 
necessary or desirable.  The Management Company shall report to 
the Board as to its performance of obligations hereunder and shall 
furnish advice and recommendations with respect to such other 
aspects of the business and affairs of the Trust as the Management 
Company shall determine to be desirable.

	(b)	Investment Advisory Services.  Pursuant to the 
Declaration, the Management Company in its capacity as the 
managing shareholder of the Trust is responsible for providing 
investment advisory services in connection with the Trust's power 
investments and in connection with the money market securities or 
other non-power investments held by the Trust (such investments 
being referred to herein as the "Investments").  The Management 
Company shall also provide the Trust with such investment 
research, advice and supervision as the latter may from time to 
time consider necessary for the proper supervision of the 
Investments, subject always to any restrictions of the 
Declaration, as amended from time to time, applicable provisions 
of law and the Trust's investment objectives, investment policies 
and investment restrictions as the same are set forth in the 
Trust's Confidential Memorandum, dated April 12, 1996, as amended 
(the "Memorandum"), or in reports filed by the Trust under the 
Securities Exchange Act of 1934, as amended.  The Management 
Company shall also make determinations with respect to the manner 
in which voting rights, rights to consent to corporate action and 
any other rights pertaining to the Trust's Investments shall be 
exercised.  The Management Company shall take, on behalf of the 
Trust, all actions which it deems necessary to implement its 
investment policies.  Subject to the provisions of the Investment 
Company Act and other applicable provisions of law, the Management 
Company may select brokers or dealers with which it or the Trust 
is affiliated to effect the purchase or sale of Investments.  The 
Management Company, in its sole discretion, may engage 
professionals, consultants and other persons whose expertise or 
qualifications may assist the Management Company or the Trust in 
connection with the Trust's business and, if such persons are not 
affiliated with the Management Company, may treat the costs and 
expenses so incurred as a Trust expense.

	ARTICLE II

	Allocation of Charges and Expenses

	(a)	The Management Company.  The Management Company 
assumes and shall pay the expense for maintaining the staff and 
personnel necessary to perform its obligations under this 
Agreement and shall at its own expense, provide the Trust with 
office space, facilities, equipment and personnel necessary to 
carry out its obligations hereunder.  The Management Company will 
bear the administrative and service expenses associated with the 
management services it is to provide for the Investments of the 
Trust pursuant to the terms of this Agreement.

	(b)	The Trust.  The Trust assumes and shall pay or cause 
to be paid all other expenses of the Trust not expressly assumed 
by the Management Company, including, without limitation:  
expenses of portfolio transactions, valuation costs, expenses of 
printing reports and other documents distributed to the Securities 
and Exchange Commission and holders of beneficial interests, 
Securities and Exchange Commission and other regulatory fees, 
interest, taxes, fees and actual out-of-pocket expenses of the 
Independent Trustees, fees for legal, auditing and consulting 
services, litigation expenses, costs of printing proxies and other 
expenses related to meetings of holders of beneficial interest, 
postage and other expenses properly payable by the Trust.

	ARTICLE III

	Compensation of the Management Company

	(a)	Management Fee.  For the services rendered, the 
facilities furnished and the expenses assumed by the Management 
Company, the Trust shall pay to the Management Company 
compensation which shall be at the annual rate of 2.5% of the 
total Capital Contributions to the Trust, as set forth in the 
Memorandum.  Such fee is payable monthly in advance.  To the 
extent that the Trust does not have cash or readily marketable 
securities in an amount sufficient to pay the management fee, the 
Trust will accrue such fee as a liability and pay the accrued fee 
at such time as it has sufficient cash available to it.  Interest 
on the amount of the accrued fee will be assessed at the annual 
rate of 10%.

	(b)  Other Fees.  In connection with the offering of shares 
of beneficial interest in the Trust ("Shares"), the Management 
Company is entitled to receive an organizational, distribution and 
offering fee of 6% of each capital contribution to the Trust to 
defray expenses incurred in the offer and sale of the shares.  In 
connection with the initial management of the capital 
contributions, the Management Company is also entitled to receive 
an investment fee of 2% of each capital contribution to the Trust 
for services in investigating and evaluating investment 
opportunities.  If the Management Company performs brokerage 
services in connection with the disposition of Trust investments 
and if no other broker or similar adviser is engaged by the Trust, 
the Management Company will be entitled to a brokerage fee of up 
to 2% of the gross proceeds of the disposition for those services.  
Ridgewood Securities Corporation, an affiliate of the Management 
Company, is acting as placement agent for the offering of Shares 
and is entitled to a 1% placement fee from each capital 
contribution and, to the extent it effects the sales of Shares as 
a broker-dealer, to an 8% selling commission on each such Share.  
The Trust will reimburse Ridgewood Energy Holding Corporation, the 
corporate trustee of the Trust, for all actual and necessary 
expenses paid or incurred in connection with the operation of the 
Trust, including the Trust's allocable share of the corporate 
trustee's overhead, and the Trust will reimburse Ridgewood Power 
Management Corporation as provided under the Operation Agreements 
between the Trust's subsidiaries and that Corporation.  All these 
fees and expenses are to be paid pursuant to the provisions of the 
Declaration.

	(c)	Expense Limitations.  In the event the operating 
expenses of the Trust, including amounts payable to the Management 
Company pursuant to subsection (a) hereof, for any fiscal year 
ending on a date on which this Agreement is in effect exceed any 
expense limitations applicable to the Trust imposed by applicable 
state securities laws or regulations thereunder, as such 
limitations may be raised or lowered from time to time, the 
Management Company shall reduce its management fee hereunder by 
the extent of such excess and, if required pursuant to any such 
laws or regulations, will reimburse the Trust in the amount of 
such excess; provided, however, to the extent permitted by law, 
there shall be excluded from such expenses the amount of any 
interest, taxes, portfolio transaction costs and extraordinary 
expenses (including but not limited to legal claims and 
liabilities and litigation costs and any indemnification related 
thereto) paid or payable by the Trust.  Whenever the expenses of 
the Trust exceed a pro rata portion of the applicable annual 
expense limitations, the estimated amount of reimbursement under 
such limitations shall be applicable as an offset against the 
monthly payment of the fee due to the Management Company.  Should 
two or more such expense limitations be applicable as at the end 
of the last business day of the month, that expense limitation 
which results in the largest reduction in the Management Company's 
management fee shall be applicable.

	ARTICLE IV

	Limitation of Liability of the Management Company

	(a)  As more fully described in Article 3 of the 
Declaration, the Management Company shall not be liable for any 
loss suffered by the Trust that arises out of any action or 
inaction of the Trust, any Trust officers, agents or affiliates, 
the Management Company, the Trustees, or any affiliate of the 
Management Company or a Trustee, or any director, officer or agent 
of those entities (collectively, "Managing Persons") or out of any 
error of judgment or mistake of law, if the Managing Person 
responsible, in good faith, determined that such course of action 
was in the Trust's best interest and such course of conduct was 
within the scope of this Management Agreement or the Declaration 
of Trust and did not constitute recklessness or willful misconduct 
of the Managing Persons involved.

	(b)  Indemnification.  The provisions of Section 3.6 of the 
Declaration are hereby incorporated by reference into this 
Management Agreement.  The Management Company shall be entitled to 
indemnification hereunder in each instance where the "Managing 
Shareholder" is entitled to indemnification under said Section 
3.6.


	ARTICLE V

	Activities of the Management Company

	The services of the Management Company of the Trust to be 
performed under this Management Agreement are not deemed to be 
exclusive, the Management Company being free to render services to 
others.  It is understood that Trustees or affiliates of the Trust 
and holders of beneficial interest of the Trust are or may become 
interested in the Management Company as directors, officers, 
employees or shareholders of the Management Company or otherwise 
and that the Management Company or its directors, officers, 
employees or shareholders are or may become interested in the 
Trust as Trustees (other than as an Independent Trustee), holders 
of beneficial interests or otherwise.

	ARTICLE VI

	Duration and Termination of this Contract

	This Agreement shall become effective as of the date first 
above written and shall remain in force indefinately.  This 
Agreement may be terminated at any time, without the payment of 
any penalty, by vote of a Majority (as defined in the Memorandum) 
of the Investors of the Trust, or by the Management Company, on 
sixty days' written notice to the other party. 

	ARTICLE VII

	Amendments of this Agreement

	This Agreement may be amended by the parties only if such 
amendment is specifically approved by (i) the Managing Shareholder 
of the Trust or, (ii) the vote of a Majority of the Investors of 
the Trust, by a vote cast in person at a meeting called for the 
purpose of voting on such approval.

	ARTICLE VIII

	Governing Law

	This Agreement shall be construed in accordance with the 
laws of the State of New York.

	IN WITNESS WHEREOF, the parties hereto have executed and 
delivered this Agreement as of the date first above written.

			RIDGEWOOD ELECTRIC POWER  
			  TRUST V

			By:  /s/Robert E. Swanson
				Robert E. Swanson  
				President     


			RIDGEWOOD POWER CORPORATION

			By:  /s/Robert L. Gold
				Robert L. Gold
				Executive Vice President

EX-10.H

January 8, 1998

										CONFIDENTIAL



Mr. Robert E. Swanson
President
Ridgewood Power Corp.
Ridgewood Commons
947 Linwood Avenue
Ridgewood, NJ 07450


	Re:	Letter of Intent
		Acquisition of Equity Interest in Minnesota Methane LLC

Dear Mr. Swanson:

	The purpose of this Letter of Intent is to set forth 
possible transactions in which Ridgewood Power Corporation, 
through a newly organized limited liability company funded 
through one or more of its affiliated investment funds 
(collectively, "Ridgewood") would acquire an equity interest in 
Minnesota Methane LLC ("Minnesota Methane"). Minnesota Methane is 
a limited liability company organized under the laws of the State 
of Wyoming, with a business consisting solely of the ownership 
and operation, through wholly-owned project-specific 
subsidiaries, of electric generation facilities fueled primarily 
by landfill gas. Minnesota Methane has two current members: NEO 
Corporation ("NFO"), a Minnesota company and a wholly-owned 
subsidiary of NRG Energy, Inc., which in turn is a wholly-owned 
subsidiary of Northern States Power Company; and Generation II 
Locomotives, Inc , a Minnesota company ("Genii"). NEO and Genii 
each own a 50 percent membership interest in Minnesota Methane 
The rights and obligations of the members are set forth in 
Minnesota Methane's operating agreement (the "Operating 
Agreement").

	Under the Operating Agreement, NEO and GenII each have a 
right to consent to the transfer of the other's membership 
interest. Assuming GenIi is willing to sell its interest in 
Minnesota Methane, NEG is prepared to consent to Ridgewood's 
acquisition of that interest, and work with Ridgewood to acquire 
that interest, on the following general terms and conditions:

1.	General Background. The following paragraphs provide general 
descriptions of some details regarding Minnesota Methane and its 
operations. The parties agree and acknowledge that these 
descriptions will be subject to change over time, and that no 
representations or warranties arc made herein with respect to the 
accuracy of such descriptions.

	(a)	Projects. Minnesota Methane owns, Through wholly-owned 
limited liability companies, 17 electric generation facilities 
primarily fueled by landfill gas as identified on Exhibit A 
attached hereto (the "Projects"). The Projects are located in 
nine separate states. Each Project purchases landfill gas from 
subsidiaries of NEO Landfill Gas Inc., a wholly-owned subsidiary 
of NEO Corporation. Minnesota Methane has no other business than 
the ownership and operation of the Projects.

	(b)	Current Debt Financing. The Projects are the subject of 
an existing Construction and Term Loan facility (the "Lyon Credit 
Facility"), with Lyon Credit Corporation as Agent Bank This debt 
facility provides for up to approximately 574 89 million in 
construction and term financing with a 10-year amortization. All 
construction loans are to be repaid or converted to term loans no 
later than October 30, 1998, but each of NEO and Ridgewood will 
extend their equity contribution commitments to match any 
extension from the Agent Bank for conversion of Project term 
loans, up to December 31, 1998.

2.	Timing of Capital Contributions. Construction of the 
Projects is being financed by a combination of the Lyon Credit 
Facility and subordinated loan provided by NEO Corporation As 
each Project satisfies the conditions of the Lyon Credit Facility 
for term loan conversion, each of NEO and Ridgewood will make a 
cash capital contribution to Minnesota Methane. Such 
contributions will be determined as follows:

	(a)	As of the closing date, each of Ridgewood and NEO will 
commit to contribute up to $32.288 million as capital 
contributions to Minnesota Methane. Ridgewood's obligation to 
make such capital contributions will be secured by an escrow 
account in the amount of $32288 million in form satisfactory to 
NEO. Neither NEO nor Ridgewood will be required to make capital 
contributions to Minnesota Methane in excess of this amount. The 
final amount of such capital contributions of each member, as 
determined below, is referred to as that member's "Original 
Contribution."

	(b)	Attached hereto as Exhibit A is a schedule indicating 
the expected loan amount for each Project (the "Expected Loan"), 
as well as the expected equity contribution for each of NEO and 
Ridgewood (the "Expected Partner Equity") for each Project. The 
Expected Loan and Expected Partner Equity equal the "Target 
Price" for each Project. Subject to paragraph (c) below, upon 
conversion of the construction loan for each Project into a term 
loan, each of NEO and Ridgewood shall make a cash equity 
contribution in an amount equal to 44.303% of the amount of the 
term loan made with respect to such project. In no event shall 
the members' capital contribution obligation exceed $32.288 
million each. The members' respective capital contribution 
obligation shall be proportionately reduced from time to time 
with respect to each Project for which the amount of the term 
loan is less than the amount of the Expected Loan

	(c)	As an administrative convenience, Ridgewood agrees that 
the amount of the actual term loan with respect to any Project 
may be increased up to 1100/5 of the Expected Loan, and each 
member's respective equity contribution shall be increased 
accordingly, provided, however, that the amount of all such 
increases in excess of the Expected Loans shall not exceed $1 
million in the aggregate and provided, further that to the extent 
that a member's equity contribution is increased with respect to 
any Project as a result of an increase in excess of the Expected 
Loan, the member's equity contribution obligation with respect to 
any one or more other Projects shall he reduced so that the 
member's total equity commitment with respect to all 17 Projects 
does not exceed $32.288 million each.

3.	Construction. NEO will contract with Minnesota Methane to 
deliver to Minnesota Methane no later than the latest term loan 
conversion date Projects which will, in each case, (i) conform in 
all material respects with the requirements of the Lyon Credit 
Facility, and (ii) result in the receipt by Minnesota Methane of 
a term loan under the Lyon Credit Facility. Upon delivery, 
acceptance and conversion of each Project to a term loan under 
the Lyon Credit facility, Minnesota Methane shall pay to NEO the 
amounts specified below. NEO will assume, and will indemnify 
Minnesota Methane against all liability under, all existing 
construction contracts, agreements or understandings with respect 
to the construction of the Projects. NEO will, in its capacity as 
contractor for the Projects, absorb all cost overruns and 
performance deficiencies, and realize and retain cost savings and 
benefits arising through the term conversion date for each 
Project.

	(a)	Upon the making of each term loan under the Lyon Credit 
Facility, NEO will be paid an amount equal to "A" described 
below:

	The factor "A" is determined as follows:

			A = [(T + P)] - (X) - (D) - (E)

Where:

T = the amount of any Term Loan made with respect to the relevant 
Project, and

P = [88.60%] of (T); and

X = all amounts advanced to NEO as general contractor and/or any 
subcontractors during construction (inclusive of amounts advanced 
under predecessor construction contracts); and

D = all development fees due NEO Corporation under the Project 
Development Agreement for such Project; and

E= loan closing costs, placement fees, required reserves, and 
working capital account balances and other miscellaneous costs 
allocated to such Project by the parties in final agreements.

provided, that (A) may not exceed the Target Price for the 
Project set forth in Attachment A hereto, adjusted by paragraph 
2(c) above. If (A) is a negative number, NEO shall pay such 
negative value to Minnesota Methane as a price reduction to the 
Project

	(b)	If a Project does not qualify for a term loan, then the 
aggregate term loan commitment arid capital accounts of NEO and 
Ridgewood will be reduced (respectively) by the Expected Loan and 
Expected Partner Equity for that Project, after the purchase of 
such Project by NEO as provided below. However, NEO, Ridgewood 
and the Agent Bank may agree that Minnesota Methane will acquire 
a substitute Project which could utilize the term loan commitment 
and Expected Partner Equity for the non-converting Project.

	(c)	After giving effect to the foregoing paragraphs, 
Minnesota Methane will not have any outstanding liabilities 
except for (i) Project operating liabilities incurred by the 
Projects from and after the date of term loan conversion for each 
Project, and (ii) liabilities for the Lyon Credit Facility term 
loan debt. Ridgewood acknowledges that the aggregate of the 
Target Prices for the Projects includes an equity placement fee 
to NEO of $4 million and a $2 million capital expenditure 
contingency amount. The fee and contingency amount paid to NEO 
shall not be included in for any purpose in the internal rate of 
return calculation in "5(b)" below.

	(d)	If one or more Projects do not satisfy all the 
conditions necessary to convert to a term loan under the Lyon 
Credit Facility, then NEO will cause such Project to be purchased 
by NEO or its designee for an amount equal to all construction 
advance payments made with respect to such Project from all 
sources, and for no other consideration. Such purchase price will 
be used by Minnesota Methane to immediately satisfy all 
construction loan obligations with respect to such Project. If 
Lyon Credit does not release the Project as security, then NEO or 
its designee will nevertheless acquire the Project from Minnesota 
Methane, pay off any construction loan related thereto, and 
provide for the separate pledge of Project revenues in support of 
the Lyon Credit Facility. In either case, NEO and Ridgewood will 
each take such other actions as may be reasonable to adjust the 
operations of Minnesota Methane as necessary to put the parties 
in the same position as if such Project(s) had never been owned 
by Minnesota Methane.

	(e)	All liabilities incurred and all revenues realized by a 
Project prior to the term loan conversion of such Project shall 
be retained by NEO as general contractor, or if collected by 
lenders under the Lyon Credit Facility, paid to NEO as general 
contractor from distributable cash of Minnesota Methane.

4.	Acquisition of GenII's Membership Interest. Upon the 
execution of an Assignment Agreement, and the tender of GenII's 
membership interest in accordance with the Operating Agreement, 
Ridgewood will acquire a 50 percent membership interest in 
Minnesota Methane in exchange fur assuming the capital 
contribution obligations described in paragraph 2 above. The 
acquisition will he made through a newly organized limited 
liability company. Ridgewood understands that the new entity will 
be required to accept and be bound by all current obligations 
assumed by GenII with respect to the projects and with respect to 
the Lyon Credit Facility, including the pledge of its member 
interest to secure repayment of the Lyon Credit loans.

5.	Amendment of Operating Agreement.  Simultaneously with 
Ridgewood's purchase of GenII's membership interest and 
substitution of Ridgewood as a full member, each party will 
execute an amended and restated Operating Agreement for Minnesota 
Methane that would provide for, among other things, the 
following:

	(a)	IRC Section 704. All allocations of income, deductions, 
credits, and any other tax attributes shall comply with the 
provisions of Internal Revenue Code of 1986, as amended ("IRC") 
Section 704 and the regulations thereunder.

	(b)	Cash Distributions. Cash distributions shall be made to 
the members in the following order first, Ridgewood shall receive 
70 percent of all cash distributions (and NEO 30 percent) until 
Ridgewood shall have received amounts of net cash flow (including 
capital proceeds if any) sufficient to produce for Ridgewood a 
cumulative pre-tax internal rate of return of 15.5 percent on its 
Original Contribution; second, NEO shall thereafter receive 70 
percent of all cash distributions (and Ridgewood 30 percent) 
until NEO shall have received amounts of net cash flow (including 
capital proceeds if any) sufficient to produce for NEO a 
cumulative pre-tax internal rate of return of 15.5 percent on its 
Original Contribution Thereafter each member shall receive 50 per 
cent of distributed cash. In addition, during the period that 
Ridgewood has deposited its Original Contribution in the escrow 
account described above, but term loan conversions for all the 
Projects has not occurred, Ridgewood will accrue a return on all 
amounts of its Original Contribution which remain uninvested at 
the rate of 10% per annum and shall be entitled to receive a cash 
distribution of all the interest earned on such escrowed funds, 
which distributions shall be credited against the 10% accrual. 
Any amounts accrued but unpaid as at October 31, 1998 (or such 
later date as the term loan conversion date is extended), shall 
be treated as an additional investment by Ridgewood on such date 
and shall be counted in computing Ridgewood's 15.5% interest rate 
of return. Further

	1.	Such cash distributions shall be adjusted to reflect 
the assumption that (i) Minnesota Methane borrowed as term loans 
under the Lyon Credit Facility only such amounts as would be 
supported (using the methodology in the Lyon Credit Facility) by 
the estimates of electricity sales prices set forth in the 
current Closing Pro Forma, and that (ii) in no case does the 
aggregate of such term loans exceed $72.88 million.

	2 	Minnesota Methane may borrow up to an aggregate of $74 
89 million under the Lyon Credit Facility, provided, however that 
if Minnesota Methane borrows in excess of $72.88 million under 
the Lyon Credit Facility, then at NEO's election any amounts of 
such excess may be used to reduce dollar for dollar the equity 
contribution requirement of NEO pursuant to Section 2 hereof, 
such that the total aggregate capitalization of the Projects does 
not exceed $ 137.457 million.

	3.	If solely by reason of the steps described in item 
(b)(2) above, the cash required to service debt tinder the Lyon 
Credit Facility prevents the full cash distribution to Ridgewood 
that would otherwise take place under the Operating Agreement, 
then NEO shall make a capital contribution to Minnesota Methane 
sufficient to prevent such shortfall, or take other steps as may 
be necessary to hold Ridgewood harmless against such cash 
shortfall.

(c)	Tax Allocation of Profits Losses Depreciation Expense Items 
of income, deduction, credit or any other tax attributes shall be 
allocated in such manner as NEO shall determine, provided, 
however that (i) Ridgewood shall receive, over time, depreciation 
deductions equal to its Original Contribution, and (ii) Ridgewood 
shall not be subject to any "phantom income" or deficit 
restoration obligation attributable to the amortization of the 
Lyon Credit Facility.

(d)	Transactions involving services or use of Property . All 
transactions involving services rendered by a member or use of 
property owned by a member shall be governed by the Lyon Credit 
Facility and Section 707(a) of the IRC and the regulations 
thereunder.

(e)	50 Percent Capital and Profits Interest. NEO and Ridgewood 
shall each own and maintain, directly or indirectly, a 50 percent 
interest each in the profits and capital of Minnesota Methane 
Notwithstanding any other term or agreement to the contrary, 
during the existence of Minnesota Methane, any capital 
contributions, allocations or distributions and any assignment, 
sale or transfer of any membership interests, shall be void if 
made in a manner that causes: (i) Minnesota Methane to fail to 
meet the ownership criteria applicable to "qualifying facility" 
status pursuant to the rules and regulations of the Federal 
Energy Regulatory Commission implementing the Public Utility 
Regulatory Policies Act of 1978, including 18 CFR  292.205, and 
any successor regulations and decisions or orders construing or 
implementing such regulations or ownership criteria; or (ii) NEO, 
or any wholly-owned subsidiary of NEO to be treated as related to 
Minnesota Methane, or any wholly-owned subsidiary of the 
Minnesota Methane, within the meaning of the provisions of 
Section 29(d)(7) of the IRC and any regulations, decisions or 
orders construing or implementing such section.

(f)	Governance and Operation. The overall management and control 
of the business and affairs of Minnesota Methane shall be 
provided by an Operating Committee, which is controlled equally 
by the members. The day to day business of Minnesota Methane will 
be provided by NEO through a manager who shall be appointed by 
NEO from time to time, with the approval of Ridgewood, which 
shall not be unreasonably withheld NEO will offer to enter into 
an Administrative Services Agreement with Minnesota Methane, 
providing for general administrative services of Minnesota 
Methane, and oversight of project specific operators by NFC's 
current project system operators, in foim satisfactory to 
Ridgewood The parties anticipate that Minnesota Methane may 
subcontract with NEO Landfill Gas, Inc. to perform certain of 
Minnesota Methane's operating responsibilities with respect to 
the Project's associated landfill gas collection systems.

(g)	Other Changes. Other modifications to the Operating 
Agreement will be made by mutual agreement.

6.	Additional Improvements. Under the terms of the Lyon Credit 
Facility, Minnesota Methane is required to attempt to find 
additional uses for purchased landfill gas that is not used to 
generate electricity. The Members will work together to identify 
and determine the financing for any additional improvements. 
Minnesota Methane will utilize such excess gas as the members 
deem mutually acceptable. NEO will have a right of first refusal 
to (i) take and use, or provide for the taking and use by another 
entity, of all landfill gas that Minnesota Methane does not 
determine to use, for a fixed cost of $.1/MMBtu; or (ii) finance 
any such improvements by Minnesota Methane on a non-recourse, 
project-finance basis, and subject to the determinations of NEO 
and Ridgewood that such improvements will not adversely affect 
the operations or financial condition of Minnesota Methane. 
Notwithstanding any other provision of this letter any final 
arrangement for such equipment and any additional uses shall 
comply with the requirements of IRC Section 29 as to the initial 
purchase of gas by Minnesota Methane.

7. Letter of Intent Not Binding. Except for the following 
paragraph, this letter sets forth our mutual good faith 
intentions but does not represent a binding and enforceable 
agreement and neither party shall bring any action against the 
other with respect thereto (other than with respect to the 
obligations set forth in 8 below). A binding and enforceable 
agreement shall only arise upon execution of an amended Operating 
Agreement, and an Assignment and Assumption Agreement and 
associated documents Necessary to transfer the membership 
interest to Ridgewood. If the Parties do elect proceed with a 
transaction, all agreements, representations, warranties, 
covenants and conditions with respect thereto will be set forth 
in a separate written agreement to be negotiated, and if 
agreement can be reached, executed by the parties. The parties 
contemplate continued negotiations relating to the proposed 
transaction, but each specifically reserves the right to 
terminate such negotiations at any time, with or without cause. 
The obligations of each party to consummate the transactions 
contemplated by this letter are expressly subject to the 
negotiation of all Necessary related documents in a form approved 
by the parties' attorneys and tax counselors, the approval by 
their respective boards of directors; and in the case of NEO.), 
by NEO's board of directors, tax and legal counsel. All final 
agieements will also require the approval of Lyon Credit 
Corporation, as Agent Bank.

Mr. Robert E. Swanson
Page 8
January 8, 1998


8. Exclusivity of discussions. In consideration of Ridgewood 's 
expenditure of the time, effort and expense to pursue this 
transaction, NEO agrees that unless Ridgewood shall have 
previously advised NEO that Ridgewood has determined not to 
pursue this transaction, then until February 15, 1998, NEO will 
not engage in substantive discussions or negotiations with any 
other party with respect to the transactions described herein. 
The parties intend the provisions of the foregoing sentence to 
create a binding legal obligation on NEO. if the transactions 
described herein are not closed by February 15, 1998, NEO shall 
not be under any legal obligation to extend the period of 
exclusive negotiations. Each party shall be responsible for its 
own costs and expenses incurred in negotiating, preparing and 
executing documents and certificates necessary to finalize the 
transactions contemplated herein

If the foregoing accurately sets forth our agreement in 
principle, (and with respect to the provisions of paragraph 8, 
our agreement), please sign in the space indicated below and 
return a fully executed copy to me.

Sincerely,

NEO CORPORATION


By /s/ Peter D. Jones
       Peter D. Jones


AGREED TO AND ACCEPTED BY

RIDGEWOOD POWER CORPORATION

By   /s/Robert E. Swanson
Name:
Title:  President





Exhibit A

(000's omitted)
						Per
				Expected	Member	Target
				Loan		Equity	Price
12/31
	Edgeboro	    14,479	6,416	27,311
	Taunton		2,220	983		4,186
	Lowell		1,762	781		3,324
	BKK (Boiler)	5,663	2,509	10,681

3/31
	Miramar (MBC)	7,358	3,260	13,878
	Tulare/Visalia	1,101	488		2,077
	Yolo			1,010	447		1,904
	Hartford		2,439	1,080	4,599
	HMDC			8,019	3,552	15,123
	Albany		1,820	806		3,432
	Spokane		641		284		1,209

6/30
	Volusia		3 295	1,460	6,215
	Cleveland		4,723	2,092	8,907
	Prince Win.	2,142	949		4,040
	Tacoma		1,094	485		2,064

10/30
	BKK (Engine)	2,792	1,237	5,266
	Lopez		4,920	2,l80	9,280
	Miramar (NCCF)	4,266	1,890	8,046
	Orange Cty	3,136	1,389	5,914

				72,880	32,288	137,456

EX-21

Exhibit 21 - Subsidiaries of the Registrant

Subsidiary corporations serving as general partners or managers 
of limited liability entities are listed with those entities.






Name of Subsidiary                        Type of entity      Jurisdiction of
                                                                organization

                                          
                      

Ridgewood/Maine Hydro Partners, L.P.       limited partnership      Delaware*
Ridgewood Maine Hydro Corporation          corporation              Delaware*

Ridgewood Maine, L.L.C.                    limited liability co.    Delaware*

*50% owned by Registrant and 50% owned by Ridgewood Electric Power Trust IV.

EX-24

EXHIBIT 24 -- POWERS OF ATTORNEY

POWER OF ATTORNEY


	KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, 
Robert E. Swanson, appoints Thomas R. Brown and Martin V. Quinn, 
and each of them, as his true and lawful attorneys-in-fact with 
full power to act and do all things necessary, advisable or 
appropriate, in their discretion, to execute on his behalf as an 
officer of Ridgewood Electric Power Trust V (the "Trust") or as 
an officer or director of Ridgewood Power Corporation, the 
Managing Shareholder of the Trust, the Registration Statement on 
Form 10 of the Trust dated on or about April 30, 1998 and all 
amendments or documents relating thereto.

	IN WITNESS WHEREOF, the undersigned has executed this Power 
of Attorney this 21st day of April, 1998, at Ridgewood, New 
Jersey.

					    /s/Robert E. Swanson
						Robert E. Swanson

EX-27

 

<ARTICLE> 5
<LEGEND>This schedule contains summary financial information 
extracted from the Registrant's audited financial 
statements for the year ended December 31, 1997 and is qualified 
in its entirety by reference to those financial statements.

<CIK>0001060755 
<NAME> RIDGEWOOD ELECTRIC POWER TRUST V
       
                                                
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               DEC-31-1997
<CASH>                                      40,821,582
<SECURITIES>                                13,312,688
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                            41,003,219
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              54,469,925
<CURRENT-LIABILITIES>                        1,423,807
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                             0
<OTHER-SE>                                  53,046,118
<TOTAL-LIABILITY-AND-EQUITY>                54,469,925
<SALES>                                              0
<TOTAL-REVENUES>                               844,877
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                             2,190,030
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                             (1,345,153)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                         (1,345,153)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                (1,345,153)
<EPS-PRIMARY>                                   (1,763)
<EPS-DILUTED>                                   (1,763)


<F1>Investment in power project partnership and limited liability 
company accounted for on equity basis.
<F2>Includes $322,522 due to affiliates.
<F3>Represents Investor Shares of beneficial interest in Trust 
with capital accounts of $53,077,526 less managing shareholder's 
accumulated deficit of $31,408.
<F4>Is net of $1,003,276 of interest income, $521,710 of income 
from hydroelectric projects and a $680,109 loss from biomass 
projects.