UNITED
      STATES


SECURITIES
      AND EXCHANGE
      COMMISSION


WASHINGTON,
      DC
      20549





FORM
      10-Q


(Mark
      One)





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




For
        the
        quarterly period ended June 30, 2006
 or




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




For
        the
        transition period from ________ to _______




Commission
      file number:  0-24143





RIDGEWOOD
      ELECTRIC POWER TRUST
      V


(Exact
      Name of
      Registrant as Specified in Its Charter)





Delaware
            
            22-3437351(State
                or Other Jurisdiction of
              Incorporation
                or Organization)
            
            (IRS
                Employer Identification Number)





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





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





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







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




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




Large
      accelerated filer o                                         
Accelerated filer
o                                         
      Non-accelerated filer x




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




As
      of
      November 30, 2007, there were 932.8875 Investor Shares outstanding.

















RIDGEWOOD ELECTRIC
      POWER TRUST
      V


FORM
      10-Q


INDEX


PagePART
                I.
            FINANCIAL
                INFORMATIONItem
                1.
            Financial
                Statements
            1Item
                2.
            Management’s
                Discussion and Analysis of Financial
                Condition
              and
                Results of
                Operations
            12Item
                3.
            Quantitative
                and Qualitative Disclosures About Market
                Risk
            15Item
                4.
            Controls
                and Procedures
            15PART
                II.
            OTHER
                INFORMATIONItem
                1.
            Legal
                Proceedings
            17Item
                1A.
            Risk
                Factors
            17Item
                2.
            Unregistered
                Sales of Equity Securities and Use of
                Proceeds
            17Item
                3.
            Defaults
                Upon Senior Securities
            17Item
                4.
            Submission
                of Matters to a Vote of Security
                Holders
            17Item
                5.
            Other
                Information
            17Item
                6.
            Exhibits
            17SIGNATURES
            
            18








PART
      I.   FINANCIAL
      INFORMATION




ITEM
1.FINANCIAL
      STATEMENTS




RIDGEWOOD
                  ELECTRIC POWER TRUST
                  VCONDENSED
                  CONSOLIDATED BALANCE
                  SHEETS(in
                  thousands, except share
                  data)June
                  30,
              
              
              December
                  31,2006
              
              
              2005ASSETS
              
              (unaudited)Current
                  assets:Cash
                  and cash equivalents
              
              $
              7,233
              
              
              $
              7,706Restricted
                  cash
              
              
              2,254
              
              
              
              3,153Accounts
                  receivable
              
              
              3,848
              
              
              
              2,654Unbilled
                  receivables
              
              
              5,876
              
              
              
              4,753Due
                  from affiliates
              
              
              1,258
              
              
              
              1,775Inventory
                  - consumables
              
              
              924
              
              
              
              746Prepaid
                  expenses and other current assets
              
              
              2,001
              
              
              
              299Total
                  current assets
              
              
              23,394
              
              
              
              21,086Notes
                  receivable, affiliates
              
              
              5,128
              
              
              
              4,926Investments
              
              
              8,599
              
              
              
              8,633Plant
                  and equipment, net
              
              
              57,462
              
              
              
              51,909Intangibles,
                  net
              
              
              13,228
              
              
              
              13,368Deferred
                  financing costs, net
              
              
              450
              
              
              
              481Other
                  assets
              
              
              285
              
              
              
              285Total
                  assets
              
              $
              108,546
              
              
              $
              100,688LIABILITIES
                  AND SHAREHOLDERS' EQUITYCurrent
                  liabilities:Accounts
                  payable
              
              $
              4,330
              
              
              $
              2,406Accrued
                  expenses
              
              
              11,512
              
              
              
              7,731Long-term
                  debt - current portion
              
              
              2,056
              
              
              
              1,878Revolving
                  credit facility
              
              
              1,453
              
              
              
              -Capital
                  lease obligations - current portion
              
              
              3,931
              
              
              
              2,897Construction
                  advances - current portion
              
              
              624
              
              
              
              578Due
                  to affiliates
              
              
              1,005
              
              
              
              865Other
                  current liabilities
              
              
              138
              
              
              
              -Total
                  current liabilities
              
              
              25,049
              
              
              
              16,355Long-term
                  debt - noncurrent portion
              
              
              16,829
              
              
              
              16,936Capital
                  lease obligations - noncurrent portion
              
              
              36,221
              
              
              
              26,898Construction
                  advances - noncurrent portion
              
              
              14,661
              
              
              
              23,264Deferred
                  income taxes
              
              
              1,488
              
              
              
              1,105Minority
                  interest
              
              
              186
              
              
              
              476Total
                  liabilities
              
              
              94,434
              
              
              
              85,034Commitments
                  and contingenciesShareholders’
                  equity (deficit):Shareholders’
                  equity (932.8875 Investor Shares issued andoutstanding)
              
              
              14,762
              
              
              
              16,289Managing
                  shareholder’s accumulated deficit (1 managementshare
                  issued and outstanding)
              
              
              (650
              )
              
              
              (635
              )Total
                  shareholders’ equity
              
              
              14,112
              
              
              
              15,654Total
                  liabilities and shareholders’ equity
              
              $
              108,546
              
              
              $
              100,688





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


1




RIDGEWOOD
                  ELECTRIC POWER TRUST
                  VCONDENSED
                  CONSOLIDATED
                  STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS)
                  INCOME(unaudited,
                  in thousands,
                  except per share data)Six
                  Months Ended June 30,
              
              
              Three
                  Months Ended June 30,2006
              
              
              2005
              
              
              2006
              
              
              2005Revenues
              
              $
              19,202
              
              
              $
              15,631
              
              
              $
              10,947
              
              
              $
              8,749Cost
                  of revenues
              
              
              15,933
              
              
              
              13,436
              
              
              
              9,213
              
              
              
              7,409Gross
                  profit
              
              
              3,269
              
              
              
              2,195
              
              
              
              1,734
              
              
              
              1,340Operating
                  expenses:General
                  and administrative expenses
              
              
              450
              
              
              
              398
              
              
              
              210
              
              
              
              193Management
                  fee to the Managing Shareholder
              
              
              1,166
              
              
              
              1,166
              
              
              
              583
              
              
              
              583Total
                  operating expenses
              
              
              1,616
              
              
              
              1,564
              
              
              
              793
              
              
              
              776Income
                  from operations
              
              
              1,653
              
              
              
              631
              
              
              
              941
              
              
              
              564Other
                  income (expense):Interest
                  income
              
              
              331
              
              
              
              332
              
              
              
              167
              
              
              
              182Interest
                  expense
              
              
              (3,050
              )
              
              
              (2,594
              )
              
              
              (1,618
              )
              
              
              (1,361
              )Equity
                  in income of Maine Hydro
              
              
              755
              
              
              
              706
              
              
              
              379
              
              
              
              480Equity
                  in (loss) income of Indeck Maine
              
              
              (191
              )
              
              
              (450
              )
              
              
              (321
              )
              
              
              110Equity
                  in (loss) income of NEH
              
              
              (7
              )
              
              
              (119
              )
              
              
              25
              
              
              
              (23
              )Equity
                  in income of US Hydro
              
              
              411
              
              
              
              423
              
              
              
              208
              
              
              
              237Other
                  expense
              
              
              (154
              )
              
              
              -
              
              
              
              (2
              )
              
              
              -Other
                  expense, net
              
              
              (1,905
              )
              
              
              (1,702
              )
              
              
              (1,162
              )
              
              
              (375
              )(Loss)
                  income before income tax and minority interest
              
              
              (252
              )
              
              
              (1,071
              )
              
              
              (221
              )
              
              
              189Income
                  tax expense
              
              
              318
              
              
              
              31
              
              
              
              201
              
              
              
              5(Loss)
                  income before minority interest
              
              
              (570
              )
              
              
              (1,102
              )
              
              
              (422
              )
              
              
              184Minority
                  interest in the loss (earnings) of subsidiaries
              
              
              201
              
              
              
              117
              
              
              
              99
              
              
              
              (13
              )Net
                  (loss) income
              
              
              (369
              )
              
              
              (985
              )
              
              
              (323
              )
              
              
              171Foreign
                  currency tranlsation adjustment
              
              
              5
              
              
              
              (169
              )
              
              
              (16
              )
              
              
              (151
              )Comprehensive
                  (loss) income
              
              $
              (364
              )
              
              $
              (1,154
              )
              
              $
              (339
              )
              
              $
              20Managing
                  Shareholder - Net (loss) income
              
              $
              (4
              )
              
              $
              (10
              )
              
              $
              (4
              )
              
              $
              2Managing
                  Shareholder - Distributions
              
              
              12
              
              
              
              5
              
              
              
              7
              
              
              
              -Shareholders
                  - Net (loss) income
              
              
              (365
              )
              
              
              (975
              )
              
              
              (319
              )
              
              
              169Net
                  loss (income) per Investor Share
              
              
              (392
              )
              
              
              (1,045
              )
              
              
              (343
              )
              
              
              182Distributions
                  per Investor Share
              
              
              1,250
              
              
              
              500
              
              
              
              750
              
              
              
              -


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





2




RIDGEWOOD
                  ELECTRIC POWER TRUST
                  VCONDENSED
                  CONSOLIDATED
                  STATEMENTS OF CASH FLOWS(unaudited,
                  in
                  thousands)Six
                  Months Ended June 30,2006
              
              
              2005Cash
                  flows from operating activities:Net
                  cash provided by operating activities
              
              $
              6,698
              
              
              $
              5,824Cash
                  flows from investing activities:Capital
                  expenditures
              
              
              (5,579
              )
              
              
              (7,308
              )Loans
                  to Indeck Maine
              
              
              -
              
              
              
              (1,000
              )Net
                  cash used in investing activities
              
              
              (5,579
              )
              
              
              (8,308
              )Cash
                  flows from financing activities:Repayments
                  of long-term debt
              
              
              (960
              )
              
              
              (871
              )Borrowings
                  under line of credit facility
              
              
              1,432
              
              
              
              -Repayments
                  of capital lease obligations
              
              
              (1,160
              )
              
              
              (530
              )Cash
                  distributions to minority interest
              
              
              (78
              )
              
              
              (1,055
              )Cash
                  distributions to shareholders
              
              
              (1,178
              )
              
              
              (471
              )Net
                  cash used in financing activities
              
              
              (1,944
              )
              
              
              (2,927
              )Effect
                  of exchange rate on cash and cash equivalents
              
              
              352
              
              
              
              (1,057
              )Net
                  decrease in cash and cash equivalents
              
              
              (473
              )
              
              
              (6,468
              )Cash
                  and cash equivalents, beginning of period
              
              
              7,706
              
              
              
              20,289Cash
                  and cash equivalents, end of period
              
              $
              7,233
              
              
              $
              13,821


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


3




RIDGEWOOD
      ELECTRIC POWER TRUST V


NOTES
      TO CONDENSED CONSOLIDATED
      FINANCIAL STATEMENTS


(unaudited,
      dollar amounts in
      thousands)




1.   BASIS
      OF
      PRESENTATION





The
      accompanying unaudited condensed consolidated financial statements have been
      prepared pursuant to the rules of the United States Securities and Exchange
      Commission (the “SEC”). Certain information and footnote disclosures normally
      included in consolidated financial statements prepared in accordance with
      accounting principles generally accepted in the United States of America have
      been condensed or omitted pursuant to SEC rules. These condensed consolidated
      financial statements should be read in conjunction with the Ridgewood Electric
      Power Trust V (the “Trust”) Annual Report on Form 10-K for the year ended
      December 31, 2005 filed with the SEC on September 27, 2007 (the “2005 Form
      10-K”). No significant changes have been made to the Trust’s accounting policies
      and estimates disclosed in the 2005 Form 10-K.





In
      the
      opinion of management, the condensed consolidated financial statements as of
      June 30, 2006, and for the six and three-month periods ended June 30, 2006
      and
      2005, include all adjustments (consisting of normal recurring accruals)
      necessary for a fair presentation of the consolidated financial position,
      results of operations and cash flows for the periods presented. The results
      of
      operations for the six and three months ended June 30, 2006 and 2005 are not
      necessarily indicative of the results to be expected for the full year or any
      other period.





Certain
      items in previously issued financial statements have been reclassified for
      comparative purposes. This had no effect on net income or loss for the six
      and
      three months ended June 30, 2006 and 2005.





2.   DESCRIPTION
      OF
      BUSINESS





The
      Trust
      is a Delaware trust formed in March 1996. The Trust began offering shares on
      April 12, 1996 and concluded its offering on April 15, 1998. The objective
      of
      the Trust is to provide benefits to its shareholders through a combination
      of
      distributions of operating cash flow and capital appreciation. The Managing
      Shareholder of the Trust is Ridgewood Renewable Power LLC (“RRP” or the
“Managing Shareholder”).





The
      Trust
      has been organized to invest primarily in independent power generation
      facilities, water desalinization plants and other infrastructure projects both
      in the US and abroad. The projects to be owned by the Trust may have
      characteristics that qualify the projects for government incentives. Among
      the
      possible incentives are ancillary revenue opportunities related to the fuel
      used
      by the power plants or tax incentives provided to projects in remote
      locations.





The
      Trust’s accompanying condensed consolidated financial statements include the
      financial statements of its majority owned subsidiaries, including Ridgewood
      UK,
      LLC (“RUK”). The Trust’s condensed consolidated financial statements also
      include the Trust’s 29.2% interest in Ridgewood US Hydro Corporation (“US
      Hydro”), 14.1% interest in Ridgewood Near East Holding LLC (“NEH”), 50% interest
      in Ridgewood Maine Hydro Partners, L.P. (“Maine Hydro”) and 25% interest in
      Indeck Maine Energy, LLC (“Indeck Maine”), which are accounted for under the
      equity method of accounting as the Trust has the ability to exercise significant
      influence but does not control the operating and financial policies of the
      entities mentioned above.


4
  RIDGEWOOD
        ELECTRIC POWER TRUST V
 NOTES
        TO CONDENSED CONSOLIDATED
        FINANCIAL STATEMENTS
 (unaudited,
        dollar amounts in
        thousands)


The
        Trust
        owns 69.6% interest in RUK and the remaining 30.4% minority interest is ownedby Ridgewood Power Growth Fund (the “Growth Fund”). The interest of the
        Growth Fund is presented as minority interest in the condensed consolidated
        balance sheets and statements of operations.


In
      the
      first quarter of 2007, RUK sold its interests in CLPE Holdings Ltd. (“CLP”) as
      discussed in Note 10. As a result, operating results of the Trust beginning
      in
      2007 will be significantly different than reported for historical
      periods.





3.  
RECENT
      ACCOUNTING
      PRONOUNCEMENT




FIN
      48


In
      June
      2006, the Financial Accounting Standards Board (“FASB”) issued FASB
      Interpretation No. 48, Accounting for Uncertainty
      in Income
      Taxes(“FIN 48”) an interpretation of FASB Statement No. 109, Accounting for
      Income Taxes(“SFAS 109”). FIN 48 clarifies the accounting for uncertainty in income
      taxes recognized in an enterprise’s financial statements in accordance with SFAS
      109 and prescribes a recognition threshold and measurement attribute for the
      financial statement recognition and measurement of a tax position taken or
      expected to be taken in a tax return. FIN 48 also provides guidance on
      derecognition, classification, interest and penalties, accounting in interim
      periods, disclosure and transition. FIN 48 will be effective for the Trust
      beginning January 1, 2007. The Trust does not believe that the adoption of
      FIN
      48 will have a material impact on its consolidated financial
      statements.





4.   INVESTMENTS





The
      Trust’s investments include a 50% interest in Maine Hydro, 25% interest in
      Indeck Maine, 14.1% interest in NEH and 29.2% interest in US Hydro.





Maine
      Hydro





Summarized
      statements of operations data for Maine Hydro for the six and three months
      ended
      June 30, 2006 and 2005 is as follows:





Six
                Months Ended June 30,
            
            
            Three
                Months Ended June 30,2006
            
            
            2005
            
            
            2006
            
            
            2005Revenues
            
            $
            3,031
            
            
            $
            2,947
            
            
            $
            1,511
            
            
            $
            1,766Gross
                profit
            
            
            1,583
            
            
            
            1,648
            
            
            
            787
            
            
            
            1,099Income
                from operations
            
            
            1,545
            
            
            
            1,610
            
            
            
            778
            
            
            
            1,092Net
                income
            
            $
            1,511
            
            
            $
            1,412
            
            
            $
            759
            
            
            $
            960Trust
                share of income in Maine Hydro
            
            $
            755
            
            
            $
            706
            
            
            $
            379
            
            
            $
            480


5




RIDGEWOOD
      ELECTRIC POWER TRUST V


NOTES
      TO CONDENSED CONSOLIDATED
      FINANCIAL STATEMENTS


(unaudited,
      dollar amounts in
      thousands)




Indeck
      Maine





Summarized
      statements of operations data for Indeck Maine for the six and three months
      ended June 30, 2006 and 2005 is as follows:





Six
                Months Ended June 30,
            
            
            Three
                Months Ended June 30,2006
            
            
            2005
            
            
            2006
            
            
            2005Revenues
            
            $
            15,685
            
            
            $
            10,846
            
            
            $
            7,339
            
            
            $
            6,624Gross
                profit (loss)
            
            
            764
            
            
            
            (18
            )
            
            
            (78
            )
            
            
            748Income
                (loss) from operations
            
            
            641
            
            
            
            (196
            )
            
            
            (148
            )
            
            
            639Net
                (loss) income
            
            $
            (102
            )
            
            $
            (796
            )
            
            $
            (514
            )
            
            $
            328Trust
                share of (loss) income in Indeck Maine
            
            $
            (191
            )
            
            $
            (450
            )
            
            $
            (321
            )
            
            $
            110





The
      Trust
      and Ridgewood Electric Power Trust IV (collectively, the “Ridgewood Indeck
      Investors”) have a preferred membership interest in Indeck Maine which entitles
      them to receive all net cash flow from operations each year until they receive
      an 18% annual cumulative return on their capital contributions to Indeck
      Maine.





NEH





Summarized
      statements of operations data for NEH for the six and three months ended June
      30, 2006 and 2005 is as follows:





Six
                Months Ended June 30,
            
            
            Three
                Months Ended June 30,2006
            
            
            2005
            
            
            2006
            
            
            2005Revenues
            
            $
            3,537
            
            
            $
            2,820
            
            
            $
            1,991
            
            
            $
            1,612Gross
                  profit
            
            
            641
            
            
            
            274
            
            
            
            567
            
            
            
            246Income
                  (loss) from operations
            
            
            62
            
            
            
            (1,109
            )
            
            
            255
            
            
            
            4Net
                  (loss) income
            
            $
            (51
            )
            
            $
            (824
            )
            
            $
            173
            
            
            $
            (145
            )Trust
                  share of (loss) income in NEH
            
            $
            (7
            )
            
            $
            (119
            )
            
            $
            25
            
            
            $
            (23
            )




6




RIDGEWOOD
      ELECTRIC POWER TRUST V


NOTES
      TO CONDENSED CONSOLIDATED
      FINANCIAL STATEMENTS


(unaudited,
      dollar amounts in
      thousands)




US
      Hydro





Summarized
      statements of operations data for US Hydro for the six and three months ended
      June 30, 2006 and 2005 is as follows:





Six
                Months Ended June 30,
            
            
            Three
                Months Ended June 30,2006
            
            
            2005
            
            
            2006
            
            
            2005Revenues
            
            $
            3,762
            
            
            $
            3,608
            
            
            $
            1,846
            
            
            $
            1,901Gross
                  profit
            
            
            2,383
            
            
            
            2,098
            
            
            
            1,224
            
            
            
            1,150Income
                  from operations
            
            
            1,783
            
            
            
            1,493
            
            
            
            936
            
            
            
            839Net
                  income
            
            $
            1,406
            
            
            $
            1,450
            
            
            $
            711
            
            
            $
            814Trust
                  share of income inUS
                  Hydro
            
            $
            411
            
            
            $
            423
            
            
            $
            208
            
            
            $
            237








5. INCOME
      TAX





Income
      tax expense represents foreign
      taxes provided for by CLP. CLP has calculated its quarterly tax provision
      based upon its projected annual effective tax rate.  No provision is
      made for US income taxes in the accompanying consolidated financial
      statements as the income or losses of the Trust are passed through and included
      in the income tax returns of the individual shareholders of the Trust.  As
      a result, changes in the Trust’s pre-tax income (loss) do not necessarily
      lead to changes in income tax expense, thereby resulting in volatility of the
      effective tax rate.





6.
      DEBT





RUK
      entered into a revolving credit facility of £5,000,000 in the second quarter of
      2006 for the purpose of providing working capital to the
      business.  Such facility is collateralized by all trade receivables of
      RUK.  The credit facility bears interest at LIBOR (5.369% at June 30,
      2006) plus 1.5%, with a maturity date of March 31, 2007.  At June 30,
      2006, the amount outstanding under this facility was £800,000
      ($1,453).


7


RIDGEWOOD
        ELECTRIC POWER TRUST V
 NOTES
        TO CONDENSED CONSOLIDATED
        FINANCIAL STATEMENTS
 (unaudited,
        dollar amounts in
        thousands)
  7. CAPITAL
      LEASE OBLIGATIONS AND
      CONSTRUCTION ADVANCES





As
      of
      June 30, 2006 and December 31, 2005, RUK’s capital lease obligations and
      construction advances outstanding with the respective PowerBank (each a
“PowerBank” and collectively, the “PowerBanks”) Funds were as
      follows:





Capital
                  Lease Obligations
              
              
              Construction
                  AdvancesJune
                  30,
              
              
              December
                  31,
              
              
              June
                  30,
              
              
              December
                  31,2006
              
              
              2005
              
              
              2006
              
              
              2005PowerBank
                  I
              
              $
              9,058
              
              
              $
              8,939
              
              
              $
              -
              
              
              $
              -PowerBank II
              
              
              15,126
              
              
              
              14,206
              
              
              
              1,389
              
              
              
              1,902PowerBank III
              
              
              12,034
              
              
              
              5,750
              
              
              
              7,719
              
              
              
              13,164PowerBank IV
              
              
              3,088
              
              
              
              -
              
              
              
              6,177
              
              
              
              8,776$
              39,306
              
              
              $
              28,895
              
              
              $
              15,285
              
              
              $
              23,842




In
      addition to the PowerBank capital lease arrangements, RUK leases certain
      vehicles and equipment under multiple lease agreements which vary in terms
      and
      rates ranging from 7.4% to 8.9%. At June 30, 2006 and December 31, 2005,
      the capital lease obligation for these assets was $846 and $900,
      respectively.





At
      June
      30, 2006, remaining scheduled repayments of capital lease obligations were
      as
      follows:





2006
                  (6 months)
              
              $
              6,1562007
              
              
              7,6182008
              
              
              7,6092009
              
              
              7,6092010
              
              
              7,5852011
              
              
              7,477Thereafter
              
              
              20,72864,782Less:
                  imputed  interest
              
              
              (24,630
              )Present
                    value of net minimum lease payments
              
              $
              40,152





8. COMMITMENTS
      AND
      CONTINGENCIES





On
      November 10, 2003, RUK entered into an equipment purchase agreement with its
      main supplier for the purchase of the electricity generation equipment
      constituting the primary element of the projects making up RUK’s future
      expansion.  The sales price of the equipment was negotiated in euros
      and the contract allowed RUK to fix the euro price for a substantial portion
      of
      its future construction costs. As of December 31, 2005, all of the units
      provided for in the equipment purchase agreement had either been delivered
      or
      had been ordered with delivery pending.  A portion of the required
      payments with respect to the engine/generator sets remains outstanding pending
      full performance by the equipment supplier.  The total of these
      payment obligations was approximately $2,971 at June 30, 2006 and payments
      were
      subject to and contingent on supplier performance in subsequent
      periods. The engines acquired are to be used in RUK’s continued expansion under
      the UK’s Renewable Obligation incentive program.


8


RIDGEWOOD
        ELECTRIC POWER TRUST V
 NOTES
        TO CONDENSED CONSOLIDATED
        FINANCIAL STATEMENTS
 (unaudited,
        dollar amounts in
        thousands)


9.  RELATED
      PARTY
      TRANSACTIONS





The
      Trust
      records short-term payables to and receivables from other affiliates in the
      ordinary course of business. The amounts payable to and receivable from the
      other affiliates do not bear interest. At June 30, 2006 and December 31, 2005,
      the Trust had outstanding payables and receivables as follows:





June
                  30,
              
              
              December
                  31,
              
              
              June
                  30,
              
              
              December
                  31,2006
              
              
              2005
              
              
              2006
              
              
              2005Due
                  from affiliates
              
              
              Due
                  to affiliatesRidgewood
                  Power Management LLC
              
              $
              584
              
              
              $
              512
              
              
              $
              -
              
              
              $
              -RRP
              
              
              -
              
              
              
              534
              
              
              
              683
              
              
              
              -Growth
                  Fund
              
              
              -
              
              
              
              -
              
              
              
              296
              
              
              
              446US
                  Hydro
              
              
              4
              
              
              
              -
              
              
              
              -
              
              
              
              403Maine
                  Hydro
              
              
              -
              
              
              
              44
              
              
              
              22
              
              
              
              -NEH
              
              
              90
              
              
              
              115
              
              
              
              -
              
              
              
              -Ridgewood
                  Providence B
              
              
              -
              
              
              
              207
              
              
              
              -
              
              
              
              -PowerBanks
              
              
              501
              
              
              
              363
              
              
              
              -
              
              
              
              -Other
                  affiliates
              
              
              79
              
              
              
              -
              
              
              
              4
              
              
              
              16Total
              
              $
              1,258
              
              
              $
              1,775
              
              
              $
              1,005
              
              
              $
              865




10.  SUBSEQUENT
      EVENTS





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





On
      August
      28, 2006, Indeck Maine and Commerce Bank amended its mortgage loan note and
      subordination agreement, permitting Indeck Maine to repay up to $2,500 of its
      subordinated notes to the Ridgewood Indeck Investors and Indeck Energy Services,
      Inc. (“Indeck”) in calendar year 2006. On December 18, 2006, Indeck Maine paid
      approximately $1,883 of interest on the subordinated notes payable to the
      Ridgewood Indeck Investors and Indeck, including $471 to the Trust.





On
      January 23, 2007, RUK entered into an agreement (the "Sale Agreement") along
      with Arbutus and the PowerBanks (the “Sellers”), and MEIF LG Energy Limited (the
      "Buyer"). At that
      time, RUK owned 88% of the issued and outstanding shares of CLP and the
      remaining 12% of CLP was owned by Arbutus Energy Ltd. (Jersey) (“Arbutus”). On
      February 22, 2007, RUK completed the sale (the “Sale”) of all of the issued and
      outstanding shares of CLP (the “Shares”). These assets did not meet the criteria
      for classification as Held for Sale at the end of any reporting period presented
      in the consolidated financial statements contained in this report.


9
  RIDGEWOOD
        ELECTRIC POWER TRUST V
 NOTES
        TO CONDENSED CONSOLIDATED
        FINANCIAL STATEMENTS
 (unaudited,
        dollar amounts in
        thousands)


Under
      the
      Sale Agreement, the Buyer agreed to buy (i) 100% of the issued and outstanding
      Shares from RUK and Arbutus, and (ii) substantially all of the assets (the
      "Assets") of the PowerBanks. The Assets and the Shares constituted all the
      landfill gas business located in the United Kingdom of RUK and of the
      PowerBanks.





In
      accordance with the Sale Agreement, at closing, the Buyer paid an aggregate
      purchase price for the Shares and the Assets of £117.8 million ($229,500),
      subject to a working capital adjustment that resulted in an increase to the
      purchase price of £4.2 million ($8,200). After adjustment, the purchase price
      for the Shares was £25.1 million ($48,900), of which £22.1 million ($43,100) was
      attributable to the Shares sold by RUK. Taking into account payments made to
      RUK
      pursuant to certain sharing arrangements with the PowerBanks, the total gross
      sales proceeds to RUK were £27.6 million ($53,800).





On
      February 23, 2007, the Manager caused a portion of the sales proceeds to be
      converted from sterling into US dollars, which was done at the rate of 1.9483
      US
      dollars for each pound sterling. On March 27, 2007, a subsequent conversion
      took
      place at an exchange rate of 1.9604 US dollars for each pound
      sterling.





The
      Sellers gave a number of warranties and indemnities to the Buyer in connection
      with the Sale that it considers typical of such transactions. Should there
      be a
      breach or breaches of the warranties or should an indemnifiable event occur,
      the
      Buyer could make claims against the Sellers including RUK. Management of RUK
      does not believe there is a material likelihood that such a claim will arise
      or
      that, should such a claim arise, RUK would incur a material liability. This
      belief is based, in part, on the Sellers having purchased warranty and indemnity
      insurance to minimize such risk. There are no current plans to reserve or
      provide an escrow for the contingent liabilities represented by these warranties
      and indemnities. RUK has distributed all but a nominal amount of the Sale
      proceeds to its shareholders.





On
      December 30, 2005, an investor in the Trust and entities affiliated with the
      Trust, Paul Bergeron, on behalf of himself and as Trustee for the Paul Bergeron
      Trust (the “Plaintiff”), filed a Complaint in Suffolk Superior Court,
      Commonwealth of Massachusetts, Paul Bergeron v.
      Ridgewood
      Electric Power Trust V,et
      al.,
      Suffolk Superior
      Court, Docket No. 07-1205 BLS1 (“Bergeron I”).  The action was brought
      against, among others, the Managing Shareholder and persons who are or were
      officers of the Managing Shareholder alleging violations of the Massachusetts
      Securities Act, as well as breach of fiduciary duty, fraud, breach of contract,
      negligent misrepresentation and unjust enrichment, all related to a set of
      alleged facts and allegations regarding the sale of securities of funds
      (including the Trust) managed by the Managing Shareholder or affiliates of
      the
      Managing Shareholder which were sold in private offerings and the operation
      of
      those funds subsequent to the sale.  The Plaintiff is seeking damages
      of $900 plus interest and other damages to be determined at
      trial.


10




RIDGEWOOD
      ELECTRIC POWER TRUST V


NOTES
      TO CONDENSED CONSOLIDATED
      FINANCIAL STATEMENTS


(unaudited,
      dollar amounts in
      thousands)




On
      January 27, 2006, the Plaintiff, on its own initiative, filed an Amended
      Complaint and Jury Demand in Massachusetts Superior Court, adding a non-diverse
      broker-dealer to the action.  On February 22, 2006, the case was
      removed by the defendants to United States District Court for the District
      of
      Massachusetts on the basis of diversity jurisdiction, but the defendants alleged
      that the only non-diverse party had been fraudulently joined by the
      Plaintiff.  On February 27, 2006, a motion to dismiss was filed by the
      defendants in the District Court.  On April 12, 2006, the District
      Court affirmed its jurisdiction over the case, and dismissed the non-diverse
      party.  On January 10, 2007, the District Court dismissed Plaintiff’s
      unjust enrichment case, but denied the motion of the defendants to dismiss
      as to
      the remaining claims.  Presently, attorneys for the parties are
      involved in discovery, with a magistrate judge having decided motions to compel
      brought by the parties during the summer of 2007.  A new scheduling
      order is in the process of being developed by the parties for approval by the
      District Court.  As of the date of the filing, no trial date has been
      set.





On
      March
      20, 2007, the Plaintiff commenced a derivative action, in Suffolk Superior
      Court, Commonwealth of Massachusetts.  Paul Bergeron v.
      Ridgewood
      Electric Power Trust V,et
      al.,
      Suffolk Superior
      Court, Docket No. 07-1205 BLS1 (“Bergeron II”).  The Plaintiff joined
      the Trust and affiliated entities, including the Managing Shareholder and a
      person who is an officer of the Managing Shareholder, alleging that the
      allocation of the proceeds from the sale of certain assets of the Trust and
      affiliated entities to an unaffiliated entity was unfair and sought an
      injunction prohibiting the distribution to shareholders of such
      proceeds.  The Superior Court denied the request by the Plaintiff for
      an injunction.  The case was then removed by the defendants to the
      same District Court as Bergeron I, but the District Court remanded the case
      to
      Massachusetts Superior Court on July 5, 2007, where it is presently
      pending.




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





In
      October 2007, the Managing Shareholder announced that it intends to market
      the
      assets of NEH for sale.


11


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




The
      purpose of this discussion and analysis of the operating results and financial
      condition at June 30, 2006 is intended to help readers analyze the accompanying
      financial statements, notes and other supplemental information contained in
      this
      document. Results of operations for the six and three-month period ended June
      30, 2006 are not necessarily indicative of results to be attained for any other
      period. This discussion and analysis should be read in conjunction with the
      accompanying financial statements, notes and other supplemental information
      included elsewhere in this report and Part II, Item 7. “Management’s Discussion
      and Analysis of Financial Condition and Results of Operations” of the Trust’s
      2005 Form 10-K.





Forward-Looking
      Statements




Certain
      statements discussed in this item and elsewhere in this Quarterly Report on
      Form
      10-Q constitute forward-looking statements within the meaning of the Private
      Securities Litigation Reform Act of 1995. These forward-looking statements
      generally relate to the Trust’s plans, objectives and expectations for future
      events and include statements about the Trust’s expectations, beliefs, plans,
      objectives, intentions, assumptions and other statements that are not historical
      facts. These statements are based upon management’s opinions and estimates as of
      the date they are made. Although management believes that the expectations
      reflected in these forward-looking statements are reasonable, such
      forward-looking statements are subject to known and unknown risks and
      uncertainties that may be beyond the Trust’s control, which could cause actual
      results, performance and achievements to differ materially from the results,
      performance and achievements projected, expected, expressed or implied by the
      forward-looking statements. Examples of events that could cause actual results
      to differ materially from historical results or those anticipated include
      changes in political and economic conditions, federal or state regulatory
      structures, government mandates, the ability of customers to pay for energy
      received, supplies and prices of fuels, operational status of generating plants,
      mechanical breakdowns, volatility in the price for electric energy, natural
      gas,
      or renewable energy. Additional information concerning the factors that could
      cause actual results to differ materially from those in the forward-looking
      statements is contained in Part I, Item 1A. “Risk Factors” and
      Part II, Item 7. “Management’s Discussion and Analysis of Financial
      Condition and Results of Operations”, of the 2005 Form 10-K. The Trust
      undertakes no obligation to publicly revise any forward-looking statements
      or
      cautionary factors, except as required by law.





Critical
      Accounting Policies and
      Estimates





The
      following discussion and analysis of the Trust’s financial condition and
      operating results is based on its financial statements. The preparation of
      this Quarterly Report on Form 10-Q requires the Trust to make estimates and
      assumptions that affect the reported amount of assets and liabilities,
      disclosure of contingent assets and liabilities at the date of the Trust’s
      financial statements, and the reported amount of revenue and expenses during
      the
      reporting period. Actual results may differ from those estimates and
      assumptions. No material changes have been made to the Trust’s critical
      accounting policies and estimates disclosed in the 2005 Form 10-K.


12
  Results
      of Operations and Changes in
      Financial Condition





Six
      months ended June 30, 2006
      compared to the six months ended June 30, 2005





Revenues
      increased approximately $3.6 million, or 22.8%, from $15.6 million for the
      six
      months ended June 30, 2005 to $19.2 million for the six months ended June 30,
      2006. The increase was primarily due to increased UK output which was driven
      by
      higher capacity and prices. Production output increased by 15,448 megawatt
      hours
      (“MWh”), or 9.9%, to 172,600 MWh for the six months ended June 30, 2006 as
      compared to the 2005 period.





Cost
      of
      revenues increased approximately $2.5 million, or 18.6%, from $13.4 million
      for
      the six months ended June 30, 2005 to $15.9 million for the six months ended
      June 30, 2006. This increase was primarily due to increased variable
      payments made to the PowerBanks, of $2 million and higher royalty expenses
      of
      $0.5 million, both driven by increased output.





Gross
      profit was $3.3 million for the six months ended June 30, 2006 as compared
      to
      $2.2 million for the comparable 2005 period, an increase of approximately $1.1
      million, or 48.9%. Gross profit margin for the six months ended June 30, 2006
      increased to 17% from 14% for the same period in 2005 due to higher revenues
      associated with the development of new projects which resulted in increased
      production output and higher prices. Cost of revenues as a percentage of
      revenues for the six months ended June 30, 2006 was 83% as compared to
      86% for the same period in 2005.





Interest
      expense for the six months ended June 30, 2006 was $3.1 million compared to
      $2.6
      million for the same period in 2005. The increase of approximately $0.5
      million was primarily due to increased capital lease obligations associated
      with
      the RUK expansion construction.





For
      the
      first half of 2006, the Trust recorded an equity loss of $0.2 million from
      its
      investment in Indeck Maine compared to an equity loss of $0.5 million for the
      same period in 2005. The decrease in the equity loss of approximately $0.3
      million was primarily due to an increase in gross profit at Indeck Maine in
      the
      first six months of 2006 as compared to the same period in 2005 as a result
      of
      Indeck Maine experiencing increased revenues, partially offset by an increase
      in
      interest expense for the same period.





Other
      expense was $0.2 million for the first half of 2006 due to a loss on the sale
      of
      a lease-back of plant and equipment.





For
      the
      first half of 2006, the Trust recorded income tax expense of $0.3 million
      compared to $31,000 for the first quarter of 2005. The increase in income tax
      expense was primarily attributable to the increase in current year pre-tax
      income and the recognition of temporary timing differences between the book
      and
      tax basis for the depreciation and amortization expense of UK
      operations.




Total
      assets at June 30, 2006 were $108.5 million, an increase of $7.8 million from
      the December 31, 2005 balance of $100.7 million. This increase was primarily
      due
      to increases of $5.6 million in plant and equipment, $1.7 million in prepaid
      expenses and other current assets, $1.2 million in accounts receivable and
      $1.1
      million in unbilled receivables, partially offset by decreases of $0.9 million
      in restricted cash and $0.5 million in cash and cash equivalents. Total
      liabilities increased by
      $9.4
      million from $85 million at December 31, 2005 to $94.4 million at June 30,
      2006.
      This increase was primarily the result of an increase of $3.8 million in accrued
      expenses, $1.9 million in accounts payable and a drawdown of $1.5 million from
      RUK’s revolving credit facility.  Additionally, construction advances
      decreased $8.6 million during the first six months of 2006 primarily due to
      conversion of construction advances to capital leases at the time when the
      project reached commercial operation resulting in an increase in capital lease
      obligations of $10.4 million.




13




Three
      months ended June 30, 2006
      compared to the three months ended June 30, 2005





Total
      revenues increased approximately $2.2 million, or 25.1%, from $8.7 million
      in
      the second quarter of 2005 to $10.9 million in the second quarter of 2006.
      This
      increase was primarily due to increased UK output which was driven by higher
      capacity and prices. Production output increased by 8,268 MWh, or 10.4%, to
      87,500 MWh for the second quarter of 2006 compared to the 2005
      period.





Cost
      of
      revenues for the quarter ended June 30, 2006 increased $1.8 million, or 24.3%,
      to $9.2 million in the second quarter of 2006 as compared to $7.4 million for
      the comparable 2005 period. This increase was primarily due to increased
      variable payments made to the PowerBanks of $1.2 million and higher royalty
      expenses of $0.3 million, both driven by increased output. In addition, cost
      of
      revenues also increased due to increased depreciation and amortization expenses
      of $0.3 million.





Gross
      profit for the second quarter of 2006 was $1.7 million as compared to $1.3
      million for the second quarter of 2005, an increase of approximately $0.4
      million, or 29.4%, primarily due to the increased revenues from RUK, partially
      offset by the associated increase in cost of revenues.





For
      the
      second quarter of 2006, the Trust recorded an equity loss of $0.3 million from
      its investment in Indeck Maine compared to equity income of $0.1 million for
      the
      same period in 2005. This decrease in equity income of $0.4 million was
      primarily due to a decrease in gross profit at Indeck Maine as a result of
      increased fuel expenses.





Liquidity
      and Capital
      Resources





Six
      months ended June 30, 2006
      compared to the six months ended June 30, 2005





As
      of
      June 30, 2006, the Trust had cash and cash equivalents of $7.2 million, a
      decrease of $0.5 million from December 31, 2005. The cash flow for the six
      months ended June 30, 2006 were $6.7 million provided by operating activities,
      $5.6 million used in investing activities, $1.9 million used in financing
      activities and a $0.4 million positive effect of foreign exchange on cash and
      cash equivalents.




Cash
      provided by operating activities for the six months ended June 30, 2006 was
      $6.7
      million compared to $5.8 million for the six months ended June 30, 2005. This
      increase of $0.9 million in cash flow was primarily due to a decrease in
      restricted cash of $1.1 million.





Cash
      used
      in investing activities was $5.6 million during the first six months of 2006
      as
      compared to $8.3 million in the first six months of 2005. This decrease of
      $2.7
      million was due to decreases in capital expenditures of $1.7 million and loans
      to Indeck Maine of $1 million.


14




Cash
      used
      in financing activities for the first half of 2006 was $1.9 million compared
      to
      $2.9 million for the first half of 2005. In the first half of 2006,
      financing activities included cash used of $1 million in repayments of its
      long-term debt, $1.2 million for repayments of capital lease obligations and
      $1.2 million in cash distributions to shareholders, partially offset by cash
      provided of $1.4 million in borrowings under the line of credit. In 2005, cash
      used in financing activities included $1.5 million in cash distributions to
      minority interest and shareholders, $0.5 million for repayments of capital
      lease
      obligations and $0.9 million in repayments of its long-term
      debt.





Future
      Liquidity and Capital Resource
      Requirements





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





Off-Balance
      Sheet Arrangements and
      Contractual Obligations





The
      Trust
      does not have any off-balance sheet arrangements as of June 30, 2006, except
      as
      discussed in the 2005 Form 10-K.  In addition to the contractual
      obligations as discussed in the 2005 Form 10-K, RUK entered into a revolving
      credit facility of £5,000,000 in the second quarter of 2006 for the purpose of
      providing working capital to the business.




ITEM
3.QUANTITATIVE
        AND QUALITATIVE DISCLOSURES ABOUT
        MARKET RISK




The
      Trust
      is exposed to certain market risks associated with interest rates, foreign
      exchange rates and commodity prices. The Trust does not utilize financial
      instruments and other contracts to hedge against such fluctuations and does
      not
      enter into derivative instruments for trading or speculative purposes. There
      have been no material changes from the quantitative and qualitative disclosures
      about market risk previously disclosed in the 2005 Form 10-K.




ITEM
4.CONTROLS
      AND PROCEDURES




In
      accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934, as
      amended (the “Exchange Act”), the Trust’s Chief Executive Officer and Chief
      Financial Officer evaluate the effectiveness of the Trust’s disclosure controls
      and procedures. A system of disclosure controls and procedures is designed
      to
      ensure that information required to be disclosed by a registrant in reports
      filed with the Exchange Act are recorded, processed, summarized and reported
      within the time periods specified in the applicable rules and forms. This
      includes disclosure controls and procedures designed to ensure that information
      required to be disclosed by a registrant is accumulated and communicated to
      senior management so as to allow timely decisions regarding required disclosure.
      A review of these controls and procedures was done by the Trust as of June
      30,
      2006 which revealed that the following material weaknesses previously identified
      continue to exist:




(i)  
      a lack of sufficient personnel with relevant experience to develop, administer
      and monitor disclosure controls and procedures to enable the Trust to comply
      efficiently, or on a timely basis, with its financial reporting
      obligations,


15




(ii)  inadequate
      disclosure controls and procedures, including inadequate record retention and
      review policies, over both foreign and US operations, that would enable the
      Trust to meet its financial reporting and disclosure obligations in an efficient
      and timely manner.




As
      a
      result of these weaknesses, the Trust has not timely met its reporting
      obligations under the Exchange Act.





During
      the quarter ended June 30, 2006, the Trust engaged a national accounting firm
      to
      evaluate procedures and controls over financial reporting. The firm made a
      report to the Managing Shareholder in May 2006. Since issuance, the Trust
      implemented some of the firm’s recommendations, and is in the process of
      evaluating the remaining recommendations. Except as noted above, the Trust’s
      Chief Executive Officer and Chief Financial Officer has concluded that there
      was
      no change in the Trust’s internal control over financial reporting (as such term
      is defined in Rule 13a-15(f) under the Exchange Act) that occurred during the
      quarter ended June 30, 2006 that has materially affected, or is reasonably
      likely to materially affect, the Trust’s control over financial
      reporting.




Since
      the
      review, the Trust has implemented the following changes in internal control
      over
      financial reporting:




·
            Increased
                the number of degreed accountants. Additional staff expansion is
                underway.




·
            In
                August 2006, engaged a national accounting firm to supply accounting
                personnel to assist while personnel hiring is underway. The work
                performed
                by the firm is under the direct supervision of the Trust’s Chief Financial
                Officer and Controller.




·
            In
                May 2007, the Trust appointed a new Chief Financial Officer who is
                a
                Certified Public Accountant with approximately 29 years of professional
                accounting experience, including prior experiences as a financial
                officer
                of publicly traded companies.




The
      Trust
      believes that the completion of the expansion of the accounting and financial
      reporting staff and implementation of recommended procedures will mitigate
      the
      above weaknesses. However, due to the Trust’s delinquencies in meeting its
      filing deadlines under the Exchange Act, the Trust expects these deficiencies
      to
      continue to be material weaknesses at least until such time as the Trust is
      no
      longer delinquent in its Exchange Act filings.




The
      Trust’s Chief Executive Officer and Chief Financial Officer has evaluated the
      effectiveness of the Trust’s disclosure controls and procedures as of the end of
      the period covered by this report pursuant to Rule 13a-15(b) under the Exchange
      Act and concluded that, as of the end of the period covered by this report,
      because of the material weaknesses noted above, the Trust’s disclosure controls
      and procedures were not effective.




16





PART
      II.   OTHER
      INFORMATION





ITEM
1.LEGAL
      PROCEEDINGS




There
      have been no material changes to the legal proceedings disclosed in the 2005
      Form 10-K.





ITEM
1A. RISK
      FACTORS





For
      information regarding factors that could affect the Trust’s results of
      operations, financial condition and liquidity, see the risk factors discussed
      under “Risk Factors”  in Item 1A of the 2005 Form
      10-K.  There have been no material changes from the risk factors
      previously disclosed in such Form 10-K.




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




None.





ITEM
3.DEFAULTS
      UPON SENIOR SECURITIES





None.





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





None.





ITEM
5.OTHER
      INFORMATION





None.








ITEM6. EXHIBITS





Exhibits





31.1
            
            *
            Certification
                  of Randall D. Holmes, Chief Executive Officer of the Registrant,
                  pursuant
                  to Securities Exchange Act Rule 13a-14(a).31.2
            
            *
            Certification
                  of Jeffrey H. Strasberg, Chief Financial Officer of the Registrant,
                  pursuant to Securities Exchange Act Rule
                  13a-14(a).32
            
            *
            Certifications
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                The Sarbanes-Oxley Act of 2002, signed by Randall D. Holmes, Chief
                Executive Officer of the Registrant, and Jeffrey H. Strasberg, Chief
                Financial Officer of the
                Registrant.


_____________________


*           Filed
      herewith.


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SIGNATURES





Pursuant
      to the requirements of the Securities Exchange Act of 1934, the registrant
      has
      duly caused this report to be signed on its behalf by the undersigned, thereunto
      duly authorized.






RIDGEWOOD ELECTRIC
                  POWER
                  TRUST VDate: 
                December 20, 2007
            By:
            /s/ 
                Randall D. HolmesRandall
                D. HolmesChief
                Executive Officer(Principal
                Executive Officer)




Date: 
                December 20, 2007
            By:
            /s/ 
                Jeffrey H. StrasbergJeffrey
                H. StrasbergExecutive
                Vice President and
              Chief
                Financial Officer(Principal
                Financial and Accounting Officer)






18