UNITED
      STATES


SECURITIES
      AND EXCHANGE
      COMMISSION


WASHINGTON,
      DC
      20549





FORM
      10-Q


(Mark
      One)





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




For
        the
        quarterly period ended September 30, 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
                Conditionand
                Results of Operations
            12Item
                3.
            Quantitative
                and Qualitative Disclosures About Market
                Risk
            16Item
                4.
            Controls
                and Procedures
            16PART
                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
            18SIGNATURES
            
            19














PART
      I.   FINANCIAL
      INFORMATION




ITEM
      1.   FINANCIAL STATEMENTS




RIDGEWOOD
        ELECTRIC POWER TRUST
        V
 CONDENSED
        CONSOLIDATED BALANCE
        SHEETS
 (in
        thousands, except share
        data)
  September
                  30,
              
              
              December
                  31,2006
              
              
              2005ASSETS
              
              (unaudited)Current
                  assets:Cash
                  and cash equivalents
              
              $
              6,016
              
              
              $
              7,706Restricted
                  cash
              
              
              2,349
              
              
              
              3,153Accounts
                  receivable
              
              
              2,803
              
              
              
              2,654Unbilled
                  receivables
              
              
              6,576
              
              
              
              4,753Due
                  from affiliates
              
              
              1,126
              
              
              
              1,775Inventory
                  - consumables
              
              
              923
              
              
              
              746Prepaid
                  expenses and other current assets
              
              
              478
              
              
              
              299Total
                  current assets
              
              
              20,271
              
              
              
              21,086Notes
                  receivable, affiliates
              
              
              5,229
              
              
              
              4,926Investments
              
              
              8,074
              
              
              
              8,633Plant
                  and equipment, net
              
              
              60,357
              
              
              
              51,909Intangibles,
                  net
              
              
              13,232
              
              
              
              13,368Deferred
                  financing costs, net
              
              
              434
              
              
              
              481Other
                  assets
              
              
              285
              
              
              
              285Total
                  assets
              
              $
              107,882
              
              
              $
              100,688LIABILITIES
                  AND SHAREHOLDERS' EQUITYCurrent
                  liabilities:Accounts
                  payable
              
              $
              3,257
              
              
              $
              2,406Accrued
                  expenses
              
              
              10,957
              
              
              
              7,731Long-term
                  debt - current portion
              
              
              2,199
              
              
              
              1,878Revolving
                  credit facility
              
              
              2,060
              
              
              
              -Capital
                  lease obligations - current portion
              
              
              4,495
              
              
              
              2,897Construction
                  advances - current portion
              
              
              615
              
              
              
              578Due
                  to affiliates
              
              
              1,511
              
              
              
              865Other
                  current liabilities
              
              
              592
              
              
              
              -Total
                  current liabilities
              
              
              25,686
              
              
              
              16,355Long-term
                  debt - noncurrent portion
              
              
              16,232
              
              
              
              16,936Capital
                  lease obligations - noncurrent portion
              
              
              40,980
              
              
              
              26,898Construction
                  advances - noncurrent portion
              
              
              10,368
              
              
              
              23,264Deferred
                  income taxes
              
              
              1,642
              
              
              
              1,105Minority
                  interest
              
              
              165
              
              
              
              476Total
                  liabilities
              
              
              95,073
              
              
              
              85,034Commitments
                  and contingenciesShareholders’
                  equity (deficit):Shareholders’
                  equity (932.8875 Investor Shares issued andoutstanding)
              
              
              13,472
              
              
              
              16,289Managing
                  shareholder’s accumulated deficit (1 managementshare
                  issued and outstanding)
              
              
              (663
              )
              
              
              (635
              )Total
                  shareholders’ equity
              
              
              12,809
              
              
              
              15,654Total
                  liabilities and shareholders’ equity
              
              $
              107,882
              
              
              $
              100,688





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





1





RIDGEWOOD
        ELECTRIC POWER TRUST
        V
 CONDENSED
        CONSOLIDATED STATEMENTS OF
        OPERATIONS AND COMPREHENSIVE LOSS
 (unaudited,
        in thousands, except per
        share data)
  Nine
                  Months Ended September 30,
              
              
              Three
                  Months Ended September 30,2006
              
              
              2005
              
              
              2006
              
              
              2005Revenues
              
              $
              31,314
              
              
              $
              23,807
              
              
              $
              12,112
              
              
              $
              8,176Cost
                  of revenues
              
              
              25,758
              
              
              
              21,331
              
              
              
              9,825
              
              
              
              7,895Gross
                  profit
              
              
              5,556
              
              
              
              2,476
              
              
              
              2,287
              
              
              
              281Operating
                  expenses:General
                  and administrative expenses
              
              
              1,017
              
              
              
              655
              
              
              
              567
              
              
              
              257Management
                  fee to the Managing Shareholder
              
              
              1,749
              
              
              
              1,749
              
              
              
              583
              
              
              
              583Impairment
                  of plant and equipment
              
              
              422
              
              
              
              -
              
              
              
              422
              
              
              
              -Total
                  operating expenses
              
              
              3,188
              
              
              
              2,404
              
              
              
              1,572
              
              
              
              840Income
                  (loss) from operations
              
              
              2,368
              
              
              
              72
              
              
              
              715
              
              
              
              (559
              )Other
                  income (expense):Interest
                  income
              
              
              733
              
              
              
              509
              
              
              
              402
              
              
              
              177Interest
                  expense
              
              
              (4,867
              )
              
              
              (4,030
              )
              
              
              (1,817
              )
              
              
              (1,436
              )Equity
                  in income (loss) of Maine Hydro
              
              
              672
              
              
              
              484
              
              
              
              (83
              )
              
              
              (222
              )Equity
                  in income of Indeck Maine
              
              
              358
              
              
              
              1,028
              
              
              
              549
              
              
              
              1,478Equity
                  in income (loss) of NEH
              
              
              16
              
              
              
              (107
              )
              
              
              23
              
              
              
              12Equity
                  in income (loss) of US Hydro
              
              
              376
              
              
              
              325
              
              
              
              (35
              )
              
              
              (98
              )Other
                  expense, net
              
              
              (157
              )
              
              
              (205
              )
              
              
              (3
              )
              
              
              (205
              )Other
                  expense, net
              
              
              (2,869
              )
              
              
              (1,996
              )
              
              
              (964
              )
              
              
              (294
              )Loss
                  before income tax and minority interest
              
              
              (501
              )
              
              
              (1,924
              )
              
              
              (249
              )
              
              
              (853
              )Income
                  tax expense
              
              
              427
              
              
              
              152
              
              
              
              109
              
              
              
              121Loss
                  before minority interest
              
              
              (928
              )
              
              
              (2,076
              )
              
              
              (358
              )
              
              
              (974
              )Minority
                  interest in the loss of subsidiaries
              
              
              209
              
              
              
              694
              
              
              
              8
              
              
              
              577Net
                  loss
              
              
              (719
              )
              
              
              (1,382
              )
              
              
              (350
              )
              
              
              (397
              )Foreign
                  currency tranlsation adjustment
              
              
              (6
              )
              
              
              (188
              )
              
              
              (11
              )
              
              
              (19
              )Comprehensive
                  loss
              
              $
              (725
              )
              
              $
              (1,570
              )
              
              $
              (361
              )
              
              $
              (416
              )Managing
                  Shareholder - Net loss
              
              $
              (7
              )
              
              $
              (14
              )
              
              $
              (3
              )
              
              $
              (4
              )Managing
                  Shareholder - Distributions
              
              
              21
              
              
              
              5
              
              
              
              9
              
              
              
              -Shareholders
                  - Net loss
              
              
              (712
              )
              
              
              (1,368
              )
              
              
              (347
              )
              
              
              (393
              )Net
                  loss per Investor Share
              
              
              (763
              )
              
              
              (1,467
              )
              
              
              (371
              )
              
              
              (422
              )Distributions
                  per Investor Share
              
              
              2,250
              
              
              
              500
              
              
              
              1,000
              
              
              
              -


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





2





RIDGEWOOD
        ELECTRIC POWER TRUST
        V
 CONDENSED
        CONSOLIDATED STATEMENTS OF
        CASH FLOWS
 (unaudited,
        in
        thousands)





Nine
                Months Ended September 30,2006
            
            
            2005Cash
                flows from operating activities:Net
                cash provided by operating activities
            
            $
            10,642
            
            
            $
            5,179Cash
                flows from investing activities:Capital
                expenditures
            
            
            (8,800
            )
            
            
            (7,796
            )Loans
                to Indeck Maine
            
            
            -
            
            
            
            (1,000
            )Net
                cash used in investing activities
            
            
            (8,800
            )
            
            
            (8,796
            )Cash
                flows from financing activities:Repayments
                of long-term debt
            
            
            (1,985
            )
            
            
            (1,812
            )Borrowings
                under line of credit facility
            
            
            2,000
            
            
            
            -Repayments
                of capital lease obligations
            
            
            (1,855
            )
            
            
            (991
            )Cash
                distributions to minority interest
            
            
            (79
            )
            
            
            (1,548
            )Cash
                distributions to shareholders
            
            
            (2,120
            )
            
            
            (471
            )Net
                cash used in financing activities
            
            
            (4,039
            )
            
            
            (4,822
            )Effect
                of exchange rate on cash and cash equivalents
            
            
            507
            
            
            
            (1,300
            )Net
                decrease in cash and cash equivalents
            
            
            (1,690
            )
            
            
            (9,739
            )Cash
                and cash equivalents, beginning of period
            
            
            7,706
            
            
            
            20,289Cash
                and cash equivalents, end of period
            
            $
            6,016
            
            
            $
            10,550






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
      September 30, 2006, and for the nine and three-month periods ended September
      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 nine and three months ended September 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 loss for the nine and three
      months ended September 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.





The
      Trust
      owns 69.6% interest in RUK and the remaining 30.4% minority interest is owned
      by
      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.





4




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





In
      the
      first quarter of 2007, RUK sold its interests in CLPE Holdings Ltd. (“CLP”) as
      discussed in Note 11. As a result, operating results of the Trust beginning
      in
      2007 will be significantly different than reported for historical
      periods.





3.  
RECENT
      ACCOUNTING
      PRONOUNCEMENTS




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.





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 (GAAP) and
      expand disclosures about fair value measurements. SFAS 157 requires quantitative
      disclosures using a tabular format in all periods (interim and annual) and
      qualitative disclosures about the valuation techniques used to measure fair
      value in all annual periods. SFAS 157 will be effective for the Trust beginning
      January 1, 2008. The Trust is currently evaluating the impact of adopting SFAS
      157.




SAB
      108




In
      September 2006, the SEC issued Staff Accounting Bulletin No. 108, Considering the Effects
      of Prior
      Year Misstatements When Quantifying Misstatements in Current Year Financial
      Statements ("SAB 108"). SAB 108 requires analysis of misstatements using
      both an income statement (rollover) approach and a balance sheet (iron curtain)
      approach in assessing materiality and provides for a one-time cumulative effect
      transition adjustment. SAB 108 is effective for fiscal years ending on or after
      November 15, 2006. The adoption of this standard did not have a material impact
      on the Trust's condensed consolidated financial statements.





5




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


4.   NOTES
      RECEIVABLE,
      AFFILIATES





On
      August
      28, 2006, Indeck Maine and Commerce Bank amended its mortgage loan note and
      subordination agreement, whereby, Indeck Maine was permitted to repay up to
      $2,500 of its subordinated notes to the
      Trust
      and Ridgewood Electric Power Trust IV (collectively, 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 its Ridgewood Indeck Investors and Indeck,
      including $471 to the Trust.





5.   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 nine and three months
      ended September 30, 2006 and 2005 is as follows:




Nine
                  Months Ended September 30,
              
              
              Three
                  Months EndedSeptember
                  30,2006
              
              
              2005
              
              
              2006
              
              
              2005Revenues
              
              $
              3,612
              
              
              $
              3,314
              
              
              $
              581
              
              
              $
              367Gross
                  profit (loss)
              
              
              1,477
              
              
              
              1,299
              
              
              
              (106
              )
              
              
              (349
              )Income
                  (loss) from operations
              
              
              1,393
              
              
              
              1,165
              
              
              
              (152
              )
              
              
              (445
              )Net
                  income (loss)
              
              $
              1,344
              
              
              $
              969
              
              
              $
              (167
              )
              
              $
              (443
              )Trust
                  share of income (loss)in
                  Maine Hydro
              
              $
              672
              
              
              $
              484
              
              
              $
              (83
              )
              
              $
              (222
              )





Indeck
      Maine





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




Nine
                  Months Ended September 30,
              
              
              Three
                  Months Ended September 30,2006
              
              
              2005
              
              
              2006
              
              
              2005Revenues
              
              $
              24,566
              
              
              $
              21,755
              
              
              $
              8,881
              
              
              $
              10,909Gross
                  profit
              
              
              2,531
              
              
              
              3,655
              
              
              
              1,767
              
              
              
              3,673Income
                  from operations
              
              
              2,250
              
              
              
              3,259
              
              
              
              1,609
              
              
              
              3,455Net
                  income
              
              $
              1,154
              
              
              $
              2,193
              
              
              $
              1,256
              
              
              $
              2,989Trust
                  share of income in Indeck Maine
              
              $
              358
              
              
              $
              1,028
              
              
              $
              549
              
              
              $
              1,478





6




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




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 nine and three months ended
      September 30, 2006 and 2005 is as follows:





Nine Months
                Ended September 30,
            
            
            Three
                Months Ended September 30,2006
            
            
            2005
            
            
            2006
            
            
            2005Revenues
            
            $
            5,993
            
            
            $
            4,985
            
            
            $
            2,456
            
            
            $
            2,165Gross
                  profit
            
            
            1,151
            
            
            
            748
            
            
            
            510
            
            
            
            476Income
                  (loss) from operations
            
            
            263
            
            
            
            (838
            )
            
            
            201
            
            
            
            271Net
                  income (loss)
            
            $
            112
            
            
            $
            (721
            )
            
            $
            163
            
            
            $
            103Trust
                  share of income (loss) in NEH
            
            $
            16
            
            
            $
            (107
            )
            
            $
            23
            
            
            $
            12





US
      Hydro





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





Nine Months
                Ended September 30,
            
            
            Three
                Months Ended September 30,2006
            
            
            2005
            
            
            2006
            
            
            2005Revenues
            
            $
            4,388
            
            
            $
            4,320
            
            
            $
            626
            
            
            $
            712Gross
                  profit (loss)
            
            
            2,304
            
            
            
            2,045
            
            
            
            (79
            )
            
            
            (52
            )Income
                  (loss) from operations
            
            
            1,356
            
            
            
            1,153
            
            
            
            (427
            )
            
            
            (340
            )Net
                  income (loss)
            
            $
            1,287
            
            
            $
            1,114
            
            
            $
            (119
            )
            
            $
            (336
            )Trust
              share of income (loss) in US Hydro
            
            $
            376
            
            
            $
            325
            
            
            $
            (35
            )
            
            $
            (98
            )





7




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


6.  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.





7.
      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 (5.375% at September 30, 2006) plus 1.5%, with a
      maturity date of March 31, 2007.  At September 30, 2006, the amount
      outstanding under this facility was £1,100,000 ($2,060).





8. CAPITAL
      LEASE OBLIGATIONS AND
      CONSTRUCTION ADVANCES





As
      of
      September 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 are as
      follows:




Capital
                  Lease Obligations
              
              
              Construction
                  AdvancesSeptember
                  30,
              
              
              December
                  31,
              
              
              September
                  30,
              
              
              December
                  31,2006
              
              
              2005
              
              
              2006
              
              
              2005PowerBank
                  I
              
              $
              9,140
              
              
              $
              8,939
              
              
              $
              -
              
              
              $
              -PowerBank
                  II
              
              
              15,332
              
              
              
              14,206
              
              
              
              1,432
              
              
              
              1,902PowerBank
                  III
              
              
              15,417
              
              
              
              5,750
              
              
              
              7,959
              
              
              
              13,164PowerBank IV
              
              
              4,760
              
              
              
              -
              
              
              
              1,592
              
              
              
              8,776$
              44,649
              
              
              $
              28,895
              
              
              $
              10,983
              
              
              $
              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 September 30, 2006 and December 31,
      2005, the capital lease obligation for these assets was $826 and $900,
      respectively.




8




RIDGEWOOD
        ELECTRIC POWER TRUST V
 NOTES
        TO CONDENSED CONSOLIDATED
        FINANCIAL STATEMENTS (unaudited,
        dollar amounts in
        thousands)
  At
          September 30, 2006, remaining scheduled repayments of capital lease
          obligations were as follows:


2006
                  (3 months)
              
              $
              4,8112007
              
              
              8,6802008
              
              
              8,6712009
              
              
              8,6712010
              
              
              8,6462011
              
              
              8,535Thereafter
              
              
              25,17173,185Less:
                  imputed  interest
              
              
              (27,710
              )Present
                  value of net minimum lease payments
              
              $
              45,475





9.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 $724 at September 30, 2006 and payments
      were subject to and contingent on supplier performance in subsequent
      periods.  The engines acquired are used in RUK’s continued expansion
      under the UK’s Renewable Obligation incentive program.





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.





10.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 September 31, 2006 and December 31,
      2005, the Trust had outstanding payables and receivables as
      follows:





9




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


September
                  30,
              
              
              December
                  31,
              
              
              September
                  30,
              
              
              December
                  31,2006
              
              
              2005
              
              
              2006
              
              
              2005Due
                  from affiliates
              
              
              Due
                  to affiliatesRidgewood
                  Power Management LLC
              
              $
              299
              
              
              $
              512
              
              
              $
              1,295
              
              
              $
              -RRP
              
              
              -
              
              
              
              534
              
              
              
              -
              
              
              
              -Growth
                  Fund
              
              
              -
              
              
              
              -
              
              
              
              165
              
              
              
              446US
                  Hydro
              
              
              8
              
              
              
              -
              
              
              
              -
              
              
              
              403Maine
                  Hydro
              
              
              -
              
              
              
              44
              
              
              
              47
              
              
              
              -NEH
              
              
              75
              
              
              
              115
              
              
              
              -
              
              
              
              -Ridgewood
                  Providence B
              
              
              -
              
              
              
              207
              
              
              
              -
              
              
              
              -PowerBanks
              
              
              662
              
              
              
              363
              
              
              
              -
              
              
              
              -Other
                  affiliates
              
              
              82
              
              
              
              -
              
              
              
              4
              
              
              
              16Total
              
              $
              1,126
              
              
              $
              1,775
              
              
              $
              1,511
              
              
              $
              865




11.  SUBSEQUENT
      EVENTS





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.





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.





10




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


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 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





ITEM2.
      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 September 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 nine and three-month
      period ended September 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





Nine
      months ended September 30, 2006
      compared to the nine months ended September 30, 2005





Total
      revenues increased by $7.5 million, or 31.5%, from $23.8 million for the nine
      months ended September 30, 2005 to $31.3 million for the same period in 2006.
      This increase was primarily due to increased UK output which was driven by
      higher capacity and prices. Production output for the nine months ended
      September 30, 2006 increased by 28,000 megawatt hours (“MWh”), or 11.9%,
      over the same period in 2005.





Cost
      of
      revenues for the nine months ended September 30, 2006 was $25.8 million compared
      to $21.3 million for the same period in 2005. This increase of approximately
      $4.5 million, or 20.8%, was primarily due to increased variable payments made
      to
      the PowerBanks of $3.7 million and higher royalty expenses of $1.2 million,
      both
      driven by increased output. This increase was partially offset by a decrease
      of
      $0.2 million in repairs and maintenance expense.





Gross
      profit increased by approximately $3.1 million to $5.6 million for the nine
      months ended September 30, 2006 compared to $2.5 million for the same period
      in
      2005. Gross profit margin for the nine months ended September 30, 2006 increased
      to 17.7% from 10.4% 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 nine months ended September 30, 2006 was 82.3% as compared
      to
      89.6% for the same period in 2005.





General
      and administrative expenses increased by approximately $0.3 million from $0.7
      million for the nine months ended September 30, 2005 to $1 million for the
      same
      period in 2006. The increase was primarily attributable to higher professional
      fees.





Impairment
      of plant and equipment was $0.4 million during the nine months ended September
      30, 2006. The environmental reports on certain UK projects acted as a trigger
      for the impairment and based on the impairment test performed, the Trust noted
      a
      decrease in the estimated future discounted cash flows.





Interest
      expense for the nine months ended September 30, 2006 was $4.9 million compared
      to $4 million for the same period in 2005. This increase in interest
      expense of approximately $0.9 million was primarily due to increased capital
      lease obligations associated with RUK’s expansion construction.





For
      the
      nine months ending September 30, 2006, the Trust recorded equity income of
      $0.4
      million from its investment in Indeck Maine compared to $1 million for the
      same
      period in 2005. The decrease in equity income of $0.6 million was primarily
      due
      to an increase in fuel and interest expenses at Indeck Maine, partially offset
      by an increase in revenues.





Minority
      interest in the loss of subsidiaries was $0.2 million for the first nine months
      of 2006 as compared to a $0.7 million loss for the first nine months of 2005.
      This decrease of $0.5 million was attributable to a decrease in the loss of
      RUK
      operations.





Total
      assets at September 30, 2006 were $107.9 million, a decrease of $7.2 million
      from the December
      31, 2005 balance of $100.7 million. This increase was primarily due to increases
      of $8.5 million in plant and equipment and $1.8 million in unbilled receivables,
      partially offset by decreases of $1.7 million in cash and cash equivalents,
      $0.8
      million in restricted cash and $0.6 million in due from affiliates. Total
      liabilities increased by approximately $10.1 million from $85 million at
      December 31, 2005 to $95.1 million at September 30, 2006. This increase was
      primarily due to increases of $3.3 million in accrued expenses, $0.9 million
      in
      accounts payable, $0.6 million in due to affiliates and $2.1 million in
      revolving credit facility. Construction advances decreased $12.9 million during
      the first nine 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 $15.7
      million.





13





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





Total
      revenues increased $3.9 million, or 48.1%, from $8.2 million in the third
      quarter of 2005 to $12.1 million for the third quarter of 2006. This increase
      was primarily due to increased UK output, which was driven by higher capacity
      and prices. Production output increased 12,535 MWh or 16%, to 90,700 MWh for
      the
      third quarter of 2006 compared to the 2005 period.





Cost
      of
      revenues for the third quarter of 2006 was $9.8 million, an increase of $1.9
      million, or 24.4%, compared to $7.9 million for the third quarter of
      2005. The increase was primarily due to increased variable payments made to
      the PowerBanks of $1.6 million and higher royalty expenses of $0.6 million,
      both
      driven by increased output. This increase was partially offset by a decrease
      of
      $0.4 million in repairs and maintenance expenses in the 2006 period compared
      to
      the 2005 period.





Gross
      profit for the third quarter of 2006 was $2.3 million as compared to $0.3
      million for the third quarter of 2005, an increase of $2 million, primarily
      due
      to the increased revenues from RUK, partially offset by the associated increase
      in cost of revenues.





General
      and administrative expenses increased by $0.3 million from $0.3 million in
      the
      third quarter of 2005 to $0.6 million in the 2006 period, primarily attributable
      to higher professional fees.





Interest
      expense for the three months ended September 30, 2006 was $1.8 million compared
      to $1.4 million for the same period in 2005. The increase of approximately
      $0.4 million was primarily due to increased capital lease obligations associated
      with RUK’s expansion.





For
      the
      three months ended September 30, 2006, the Trust recorded equity income of
      $0.5
      million from its investment in Indeck Maine compared to equity income of $1.5
      million for the same period in 2005. This decrease in equity income of $1
      million was primarily due to a decrease in renewable attribute revenue at Indeck
      Maine resulting from lower production in the third quarter of 2006 partially
      offset by an increase in cost of revenues.





Minority
      interest in the loss of subsidiaries was $8,000 for the third quarter of 2006
      as
      compared to a loss of $0.6 million in the third quarter of 2005. The improvement
      for the 2006 period was primarily due to an increase in the net income of the
      RUK operations in the third quarter of 2006 compared to the same period in
      2005.





14




Liquidity
      and Capital
      Resources





Nine
      months ended September 30, 2006
      compared to the nine months ended September 30, 2005





As
      of
      September 30, 2006, the Trust had cash and cash equivalents of $6 million,
      a
      decrease of $1.7 million from December 31, 2005. The cash flows for the first
      nine months of 2006 were $10.6 million provided by operating activities, $8.8
      million used in investing activities, $4 million used in financing activities
      and a $0.5 million positive effect of foreign exchange on cash and cash
      equivalents.





Cash
      provided by operating activities for the nine months ended September 30, 2006
      was $10.6 million as compared to $5.2 million used in operating activities
      for
      the nine months ended September 30, 2005. This increase in cash flow
      of $5.4 million from operating activities in 2006 as compared to 2005 was
      primarily due to a decrease in restricted cash of $1.1 million and increases
      in
      revenue and in net due to/from affiliates.





Cash
      used
      in investing activities was $8.8 million for each of the nine-month periods
      ended September 30, 2006 and 2005. Capital expenditures were $8.8 million
      for the nine months ended September 30, 2006 compared to $7.8 million for the
      2005 period. The nine month period ended September 30, 2005 also included loans
      to Indeck Maine of $1 million.





Cash
      used
      in financing activities for the first nine months of 2006 was $4 million
      compared to $4.8 million for the first nine months of 2005. In the first
      nine months of 2006, financing activities included cash used of $2 million
      in
      repayments of the long-term debt, $1.9 million for repayments of capital lease
      obligations and $2.1 million in cash distributions to shareholders, partially
      offset by cash provided of $2 million in borrowings under the line of credit.
      In
      2005, cash used in financing activities included $2 million in cash
      distributions to minority interest and shareholders, $1 million for repayments
      of capital lease obligations and $1.8 million in repayments of the 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.





15




ITEM3.   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 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 September
      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,




(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 September 30, 2006, the Trust 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. 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 September 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
                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.




16




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 have 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.




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.





ITEM1A.
      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.








17





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.






















18





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)

















19