Table of
Content





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 March 31, 2008
  or
  o
                TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the
transition period from ________ to _______





Commission
file number:  0-24143





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  x  No o





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




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




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





As
of March 31, 2008, there were 932.8877 Investor Shares
outstanding.







Table of Content




FORM
10-Q





TABLE OF CONTENTS





PART
      I.
            FINANCIAL
      INFORMATION
            
            PageItem 1.
            Financial Statements
            
            1Item 2.
            Management’s Discussion and Analysis of Financial Condition
      and Results of Operations
            
            9Item 3.
            Quantitative and Qualitative Disclosures About Market
      Risk
            
            10Item 4.
            Controls and Procedures
            
            10PART
      II.
            OTHER
      INFORMATIONItem 1.
            Legal Proceedings
            
            11Item 1A.
            Risk Factors
            
            11Item 2.
            Unregistered Sales of Equity Securities and Use of
      Proceeds
            
            11Item 3.
            Defaults Upon Senior Securities
            
            11Item 4.
            Submission of Matters to a Vote of Security
      Holders
            
            11Item 5.
            Other Information
            
            11Item 6.
            Exhibits
            
            11SIGNATURES
            
            
            12








Table of Content




PART
I.   FINANCIAL INFORMATION




ITEM 1.   FINANCIAL STATEMENTS




RIDGEWOOD
      ELECTRIC POWER TRUST VCONDENSED
      CONSOLIDATED BALANCE SHEETS(in
      thousands, except share data)March 31,
              
              
              December
      31,2008
              
              
              2007(unaudited)ASSETSCurrent
      assets:Cash
      and cash equivalents
              
              $
              5,249
              
              
              $
              6,892Due
      from affiliates
              
              
              1,093
              
              
              
              1,173Prepaid
      expenses and other current assets
              
              
              19
              
              
              
              32Total
      current assets
              
              
              6,361
              
              
              
              8,097Notes
      receivable, affiliates
              
              
              5,364
              
              
              
              5,263Investments
              
              
              9,891
              
              
              
              9,396Other
      assets
              
              
              285
              
              
              
              285Total
      assets
              
              $
              21,901
              
              
              $
              23,041LIABILITIES
      AND SHAREHOLDERS' EQUITYCurrent
      liabilities:Accounts
      payable and accrued expenses
              
              $
              238
              
              
              $
              144Due
      to affiliates
              
              
              421
              
              
              
              325Total
      current liabilities
              
              
              659
              
              
              
              469Minority
      interest
              
              
              277
              
              
              
              277Total
      liabilities
              
              
              936
              
              
              
              746Commitments
      and contingenciesShareholders’
      equity (deficit):Shareholders’
      equity (932.8877 Investor Shares issuedand
      outstanding)
              
              
              21,628
              
              
              
              22,951Managing
      Shareholder’s accumulated deficit(1
      management share issued and outstanding)
              
              
              (663
              )
              
              
              (656
              )Total
      shareholders’ equity
              
              
              20,965
              
              
              
              22,295Total
      liabilities and shareholders’ equity
              
              $
              21,901
              
              
              $
              23,041

























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


1
 Table of Content




RIDGEWOOD
      ELECTRIC POWER TRUST VCONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONSAND
      COMPREHENSIVE (LOSS) INCOME(unaudited,
      in thousands, except per share data)Three
      Months Ended March 31,2008
              
              
              2007Operating
      expenses:General
      and administrative expenses
              
              $
              687
              
              
              $
              596Management
      fee to Managing Shareholder
              
              
              583
              
              
              
              583Total
      operating expenses
              
              
              1,270
              
              
              
              1,179Loss
      from operations
              
              
              (1,270
              )
              
              
              (1,179
              )Other
      income (expense):Equity
      in income of Maine Hydro
              
              
              537
              
              
              
              228Equity
      in (loss) income of Indeck Maine
              
              
              (92
              )
              
              
              187Equity
      in loss of NEH
              
              
              (9
              )
              
              
              (52
              )Equity
      in income of US Hydro
              
              
              31
              
              
              
              114Interest
      income
              
              
              144
              
              
              
              147Interest
      expense
              
              
              -
              
              
              
              (9
              )Total
      other income, net
              
              
              611
              
              
              
              615Loss
      before discontinued operations
              
              
              (659
              )
              
              
              (564
              )Income
      from discontinued operations including related gain ondisposal
      (see Note 3), net of income tax and minority interest
              
              
              -
              
              
              
              38,803Net
      (loss) income
              
              
              (659
              )
              
              
              38,239Foreign
      currency translation adjustment
              
              
              29
              
              
              
              (1,078
              )Comprehensive
      (loss) income
              
              $
              (630
              )
              
              $
              37,161Managing
      Shareholder - Net loss
              
              $
              (7
              )
              
              $
              (3
              )Shareholder
      - Net (loss) income:Continuing
      operations
              
              $
              (652
              )
              
              $
              (558
              )Discontinued
      operations
              
              
              -
              
              
              
              38,800Net
      (loss) income per Investor Share:Continuing
      operations
              
              $
              (699
              )
              
              $
              (598
              )Discontinued
      operations
              
              
              -
              
              
              
              41,591Distributions
      per Investor Share
              
              $
              750
              
              
              $
              29,500










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




2
 Table of Content




RIDGEWOOD
      ELECTRIC POWER TRUST VCONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS(unaudited,
      in thousands)Three
      Months Ended March 31,2008
              
              
              2007Cash
      flows from operating activities:Net
      (loss) income
              
              $
              (659
              )
              
              $
              38,239Adjustments
      to reconcile net (loss) income to net cash (used in) provided
      by
                operating
      activities:Depreciation
      and amortization
              
              
              -
              
              
              
              583Forgiveness
      of unpaid and accrued interest on management fees
              
              
              -
              
              
              
              300Gain
      on disposal of discontinued operations
              
              
              -
              
              
              
              (54,979
              )Amortization
      of deferred financing costs
              
              
              -
              
              
              
              18Interest
      income on notes receivable
              
              
              (101
              )
              
              
              (101
              )Minority
      interest in the earnings of subsidiaries
              
              
              -
              
              
              
              16,533Deferred
      income taxes
              
              
              -
              
              
              
              (29
              )Restricted
      cash
              
              
              -
              
              
              
              2,482Equity
      interest in (income) loss of:Maine
      Hydro
              
              
              (537
              )
              
              
              (228
              )Indeck
      Maine
              
              
              92
              
              
              
              (187
              )NEH
              
              
              9
              
              
              
              52US
      Hydro
              
              
              (31
              )
              
              
              (114
              )Cash
      distributions from Maine Hydro
              
              
              -
              
              
              
              350Changes
      in operating assets and liabilities:Accounts
      receivable
              
              
              -
              
              
              
              (426
              )Unbilled
      receivables
              
              
              -
              
              
              
              1,441Inventory
              
              
              -
              
              
              
              (61
              )Prepaid
      expenses and other current assets
              
              
              13
              
              
              
              (180
              )Accounts
      payable
              
              
              -
              
              
              
              (90
              )Accrued
      expenses
              
              
              95
              
              
              
              3,006Due
      to/from affiliates, net
              
              
              176
              
              
              
              1,519Other
      liabilities
              
              
              -
              
              
              
              (478
              )Total
      adjustments
              
              
              (284
              )
              
              
              (30,589
              )Net
      cash (used in) provided by operating activities
              
              
              (943
              )
              
              
              7,650Cash
      flows from investing activities:Capital
      expenditures
              
              
              -
              
              
              
              (312
              )Proceeds
      from disposal of discontinued operations, net of cash
      transferred
              
              
              -
              
              
              
              67,965Net
      cash provided by investing activities
              
              
              -
              
              
              
              67,653Cash
      flows from financing activities:Repayments
      of long-term debt
              
              
              -
              
              
              
              (19,270
              )Repayments
      of line of credit facility
              
              
              -
              
              
              
              (2,349
              )Repayments
      of capital lease obligations
              
              
              -
              
              
              
              (818
              )Cash
      distributions to minority interest
              
              
              -
              
              
              
              (13,224
              )Cash
      distributions to shareholders
              
              
              (700
              )
              
              
              (27,525
              )Net
      cash used in financing activities
              
              
              (700
              )
              
              
              (63,186
              )Effect
      of exchange rate on cash and cash equivalents
              
              
              -
              
              
              
              (19
              )Net
      (decrease) increase in cash and cash equivalents
              
              
              (1,643
              )
              
              
              12,098Cash
      and cash equivalents, beginning of period
              
              
              6,892
              
              
              
              398Cash
      and cash equivalents, end of period
              
              $
              5,249
              
              
              $
              12,496








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


3
 Table of Content
 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, 2007 filed with the SEC on March 26, 2008 (the “2007 Form
10-K”). No significant changes have been made to the Trust’s accounting policies
and estimates disclosed in its 2007 Form 10-K.





In the
opinion of management, the condensed consolidated financial statements as of
March 31, 2008 and for the three months ended March 31, 2008 and 2007, include
all adjustments (consisting of normal recurring accruals) necessary for a fair
presentation of the consolidated financial position, results of operations and
cash flows for the periods presented. The results of operations for the three
months ended March 31, 2008 and 2007 are not necessarily indicative of the
results to be expected for the full year or any other period.





2.           DESCRIPTION
OF BUSINESS





The Trust
is a Delaware trust formed in March 1996. The Trust began offering shares in
April 1996 and concluded its offering in April 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 owned by the
Trust have characteristics that qualify the projects for government
incentives.





The
Trust’s accompanying condensed consolidated financial statements include the
accounts of the Trust and its majority-owned subsidiary – 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 Holdings, LLC (“NEH”), 50% interest in Ridgewood
Maine Hydro Partners, L.P. (“Maine Hydro”) and 25% interest in Indeck Maine
Energy, L.L.C. (“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 theses entities.
 RUK previously owned landfill gas fired electric projects located in the
United Kingdom, which were sold in February 2007. The operating results of RUK
are presented as discontinued operations (see Note 3).





The Trust
owns a 69.6% interest in RUK and the remaining 30.4% minority interest is owned
by The Ridgewood Power Growth Fund (the “Growth Fund”). The interest of the
Growth Fund is presented as minority interest in the condensed consolidated
financial statements.





The
Managing Shareholder announced that it intends to market NEH’s assets, Indeck
Maine, Maine Hydro and US Hydro for sale. These assets represent the remaining
investments of the Trust. There can be no assurance that any such sales will
occur. These assets did not meet the qualifications to be classified as “held
for sale” at March 31, 2008.




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





3.           DISCONTINUED
OPERATIONS




On
February 22, 2007, RUK completed the sale of all of the issued and outstanding
shares of CLPE Holdings Limited (“CLP”) to MEIF LG Energy Limited as part of a
sale agreement dated January 23, 2007. Concurrent with the sale, RUK and
affiliated entities terminated certain sharing agreements amongst themselves.
Financial information relating to RUK, including the gain recognized from the
sale of CLP and the termination of the sharing agreements for the three months
ended March 31, 2007 was as follows:




March
      31,2007Revenue
      from operations of discontinued business
            
            $
            7,552Income
      from operations of discontinued business
            
            $
            328Gain
      on disposal
            
            
            54,979Income
      tax benefit
            
            
            29Minority
      interest in the earnings of subsidiaries
            
            
            (16,533
            )Income
      from discontinued operations
            
            $
            38,803





The gain
on disposal represents proceeds, less transaction costs and the net asset value
of CLP, plus the reversal of previously recorded foreign currency translation
adjustments. The Managing Shareholder waived its right to receive its 1% of the
distributions from these transactions. As a result, the gain from the sale and
related cash distributions are allocated solely to Investor Shares.





4.           RECENT
ACCOUNTING PRONOUNCEMENTS




FIN
48




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





SFAS
157




In
September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements ("SFAS 157"), to define fair value, establish a
framework for measuring fair value in accordance with generally accepted
accounting principles and expand disclosures about fair value measurements. SFAS
157 requires quantitative disclosures using a tabular format in all periods
(interim and annual) and qualitative disclosures about the valuation techniques
used to measure fair value in all annual periods. In February 2008, FASB issued
Staff Position 157-2, Effective Date of FASB Statement
No. 157, which delays the effective date of SFAS 157 for
nonfinancial assets and nonfinancial liabilities for the Trust until January 1,
2009, except for items that are recognized or disclosed at fair value in the
financial statements on a recurring basis. The Trust adopted SFAS 157 for
financial assets and financial liabilities effective January 1, 2008, with no
material impact on its condensed consolidated financial statements.





SFAS
159





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


5
 Table of Content
 RIDGEWOOD
ELECTRIC POWER TRUST V
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 ( unaudited, dollar amounts in
thousands )





SFAS
160





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





5.           INVESTMENTS





Maine
Hydro





Summarized
statements of operations data for Maine Hydro for the three months ended March
31, 2008 and 2007 were as follows:





March
      31,2008
            
            
            2007Revenues
            
            $
            1,819
            
            
            $
            1,229Gross
      profit
            
            
            1,161
            
            
            
            582Income
      from operations
            
            
            1,073
            
            
            
            456Net
      income
            
            $
            1,073
            
            
            $
            456Trust
      share of income in Maine Hydro
            
            $
            537
            
            
            $
            228





Indeck
Maine





Summarized
statements of operations data for Indeck Maine for the three months ended March
31, 2008 and 2007 were as follows:





March
      31,2008
            
            
            2007Revenues
            
            $
            9,458
            
            
            $
            9,135Gross
      profit
            
            
            522
            
            
            
            1,043Income
      from operations
            
            
            326
            
            
            
            896Net
      (loss) income
            
            $
            (37
            )
            
            $
            531Trust
      share of (loss) income in Indeck Maine
            
            $
            (92
            )
            
            $
            187




In
accordance with the operating agreement, losses and depreciation have been
allocated to Indeck Energy Services, Inc. (“IES”) to the extent of it
adjusted capital account balance.  Prior year losses and depreciation,
in excess of the amount allocated to IES, have been allocated equally between
the Trust and Ridgewood Electric Power Trust IV (“Trust IV”). In addition,
profits will be allocated equally between the Trust and Trust IV until the
priority return from operations is received. As of December 31, 2007, the
cumulative priority return was $26,500.




6
 Table of Content
 RIDGEWOOD
ELECTRIC POWER TRUST V
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 ( unaudited, dollar amounts in
thousands )


The Trust
assigned the excess purchase price over the net assets acquired to fixed assets.
The Trust depreciates the fixed assets over their remaining useful lives using
the unit of production method.  Depreciation expense of $73 and $78
for the three months ended March 31, 2008 and 2007, respectively, was included
in the equity (loss) income from Indeck Maine in the condensed consolidated
statements of operations.




NEH





Summarized
statements of operations data for NEH for the three months ended March 31, 2008
and 2007 were as follows:





March
      31,2008
            
            
            2007Revenues
            
            $
            2,389
            
            
            $
            2,091Gross
      profit
            
            
            743
            
            
            
            695Income
      from operations
            
            
            71
            
            
            
            78Net
      loss
            
            $
            (62
            )
            
            $
            (371
            )Trust
      share of loss in NEH
            
            $
            (9
            )
            
            $
            (52
            )





US
Hydro





Summarized
statements of operations data for US Hydro for the three months ended March 31,
2008 and 2007 were as follows:





March
      31,2008
            
            
            2007Revenues
            
            $
            1,033
            
            
            $
            1,450Gross
      profit
            
            
            369
            
            
            
            774(Loss)
      income from operations
            
            
            (32
            )
            
            
            364Net
      income
            
            $
            105
            
            
            $
            389Trust
      share of income in US Hydro
            
            $
            31
            
            
            $
            114




7
 Table of Content
 RIDGEWOOD
ELECTRIC POWER TRUST V
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 ( unaudited, dollar amounts in
thousands )




6.           COMMITMENTS
AND CONTINGENCIES





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.




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 27, 2006, a motion to
dismiss was filed. 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.  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.  On February 29, 2008, the Plaintiff filed an amended
complaint in Bergeron II adding two additional investors, one in the Trust and
one in Growth Fund, as additional plaintiffs. On March 12, 2008, the defendants’
Motion to Dismiss Bergeron as a plaintiff in the Bergeron II matter due to
potential conflicts he has with the Bergeron I matter was denied by the Superior
Court. Discovery is ongoing and no trial date has been set.





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





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





On August
16, 2006, the Managing Shareholder of the Trust 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 totaling $1,188.
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.





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




8
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS




The
purpose of this discussion and analysis of the operating results and financial
condition as of  March 31, 2008 is intended to help readers analyze
the accompanying condensed consolidated financial statements, notes and other
supplemental information contained in this document.  Results of
operations for the three months ended March 31, 2008 are not necessarily
indicative of results to be attained for any other period. This discussion
and analysis should be read in conjunction with the accompanying condensed
consolidated financial statements, notes and other supplemental information
included elsewhere in this report and Item 7. “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” of the Trust’s 2007
Form 10-K.





Forward-Looking
Statements




Certain
statements discussed in this item and elsewhere in this Quarterly Report on Form
10-Q constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements
generally relate to the 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 the
outcome of the litigation described in Part I, Item 1, Note 6. “Commitments and
Contingencies” of this report, changes in political and economic conditions,
federal or state regulatory structures, government mandates, the ability of
customers to pay for energy received, supplies and prices of fuels, operational
status of generating plants, mechanical breakdowns, volatility in the price for
electric energy, natural gas or renewable energy. Additional information
concerning the factors that could cause actual results to differ materially from
those in the forward-looking statements is contained in Item 1A. “Risk
Factors” and Item 7. “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” of the Trust’s 2007 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 condensed consolidated 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 condensed consolidated financial
statements, and the reported amount of revenue and expenses during the reporting
period. Actual results may differ from those estimates and
assumptions.  No material changes have been made to the Trust’s
critical accounting policies and estimates disclosed in its 2007 Form
10-K.





Results
of Operations and Changes in Financial Condition





Three
months ended March 31, 2008 compared to the three months ended March 31,
2007





General
and administrative expenses increased $0.1 million to $0.7 million in the first
quarter of 2008 as compared to $0.6 million for the same period in 2007. This
was primarily due to increased professional fees.





In the
first quarter of 2008, the Trust recorded equity income of $0.5 million from its
investment in Maine Hydro compared to equity income of $0.2 million for the same
period in 2007. The increase in equity income of $0.3 million was primarily the
result of increased revenues from higher production in the first quarter of 2008
as compared to the first quarter of 2007.





In the
first quarter of 2008, the Trust recorded equity loss of $0.1 million from its
investment in Indeck Maine compared to equity income of $0.2 million for the
same period in 2007. The decrease in equity income of $0.3 million in the 2008
period was primarily attributable to the increase in repairs and maintenance
expenses, partially offset by increased revenue resulting from higher
production.





During
the first quarter of 2007, RUK completed the sale of all of the issued and
outstanding shares of CLP to MEIF LG Energy Limited. The operating results of
RUK, including CLP, have been classified as discontinued operations for all
periods presented.  Income from discontinued operations of $38.8
million as of March 31, 2007 includes income from operations of RUK and gain on
disposal net of income tax and minority interest. See Note 3, “Discontinued
Operations,” in the notes to condensed consolidated financial statements
contained herein for further discussion.




9
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Total
assets decreased $1.1 million from $23 million at December 31, 2007 to $21.9
million at March 31, 2008. This decrease was primarily due to a decrease of $1.6
million in cash and cash equivalents, partially offset by an increase of $0.5
million in investments. Total liabilities increased $0.2 million from $0.7
million at December 31, 2007 to $0.9 million at March 31, 2008. This increase
was primarily due to an increase of $0.1 million each in accounts payable and
due to affiliates.





Liquidity
and Capital Resources





Three
months ended March 31, 2008 compared to the three months ended March 31,
2007





At March
31, 2008, the Trust had cash and cash equivalents of $5.2 million, a decrease of
$1.6 million from December 31, 2007. The cash flows for the three months ended
March 31, 2008 were $0.9 million used in operating activities and $0.7 million
used in financing activities.





Cash used
in operating activities for the three months ended March 31, 2008 was $0.9
million compared to cash provided by operating activities of $7.7 million for
the three months ended March 31, 2007. The decrease of $8.6 million in cash
provided by operating activities in the first quarter of 2008 was primarily due
to the gain on disposal of CLP, net of minority interest, recorded for the three
months ended March 31, 2007.





There
were no cash flows from investing activity for the three months ended March 31,
2008. Cash provided by investing activities for the three months ended March 31,
2007 was $67.7 million, representing the proceeds of $68 million received from
the sale of CLP, partially offset by $0.3 million in capital
expenditures.





Cash used
in financing activities for the three months ended March 31, 2008 was $0.7
million compared to $63.2 million for the three months ended March 31, 2007. In
the first quarter of 2008, cash used in financing activities represents cash
distributions to shareholders. In the first quarter of 2007, cash used in
financing activities represents $40.7 million for cash distributions to
shareholders and minority interest, $19.3 million for repayments of long-term
debt, $0.8 million for repayments of capital lease obligations, and $2.3 million
for repayments of a line of credit.





Future
Liquidity and Capital Resource Requirements





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





Off-Balance
Sheet Arrangements and Contractual Obligations





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




ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK




Not
required.





ITEM 4.  CONTROLS AND PROCEDURES




In
accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), the Trust’s Chief Executive Officer and Chief
Financial Officer evaluate the effectiveness of the Trust’s disclosure
controls and procedures, as defined in Exchange Act Rule 13a-15(e). A system of
disclosure controls and procedures is designed to ensure that information
required to be disclosed by a registrant in reports filed pursuant
to Exchange Act are recorded, processed, summarized and reported within the
time periods specified in the 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 and evaluation of the effectiveness of these controls and procedures was
done by the Trust’s Chief Executive Officer and Chief Financial Officer as
of March 31, 2008.




Based on
such review and evaluation, the Trust’s Chief Executive Officer and Chief
Financial Officer concluded that the Trust’s disclosure controls and procedures
were effective as of the end of the period covered by this report.





Changes
in Internal Control over Financial Reporting





The
Trust’s Chief Executive Officer and Chief Financial Officer have 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 March 31, 2008 that has materially affected, or is
reasonably likely to materially affect, the Trust’s internal control over
financial reporting.


10
 Table of Content




PART
II.   OTHER INFORMATION





ITEM 1.     LEGAL PROCEEDINGS




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




ITEM 1A.  RISK FACTORS





There
have been no material changes to the risk factors disclosed in the Trust’s 2007
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.




ITEM 6.   EXHIBITS





Exhibit
      No.
            Description31.1
            *
            Certification
      of Randall D. Holmes, Chief Executive Officer of the Registrant, pursuant
      to Securities Exchange Act Rule 13a-14(a).31.2
            *
            Certification
      of Jeffrey H. Strasberg, Chief Financial Officer of the Registrant,
      pursuant to Securities Exchange Act Rule 13a-14(a).32
            *
            Certifications
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      The Sarbanes-Oxley Act of 2002, signed by Randall D. Holmes, Chief
      Executive Officer of the Registrant, and Jeffrey H. Strasberg, Chief
      Financial Officer of the Registrant.





*           Filed
herewith.





11
 Table of Content


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:
      May 14, 2008
            By:
            /s/
      Randall D. HolmesRandall
      D. HolmesPresident
      and Chief Executive Officer(Principal
      Executive Officer)






Date:
      May 14, 2008
            By:
            /s/
      Jeffrey H. StrasbergJeffrey
      H. StrasbergExecutive
      Vice President and Chief Financial Officer(Principal
      Financial and Accounting Officer)











12


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