Table of
Contents





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, 2009




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
      of Other Jurisdiction of
              Incorporation
      or Organization)
            
            (I.R.S.
      Employer Identification No.)





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





(302)
      888-7444(Issuer’s
      Telephone Number, Including Area Code)




Not
      Applicable(Former
      name, former address and former fiscal year, if changed since last
      report)






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





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files). Yes o  No o





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




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




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





As
of April 30, 2009, there were 932.8877 Investor Shares
outstanding.





Table of Contents




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
                  10Item 1A.
                  Risk Factors
                  10Item 2.
                  Unregistered Sales of Equity Securities and Use of
      Proceeds
                  10Item 3.
                  Defaults Upon Senior Securities
                  10Item 4.
                  Submission of Matters to a Vote of Security
      Holders
                  10Item 5.
                  Other Information
                  10Item 6.
                  Exhibits
                  11SIGNATURES
                  12




Table of Contents


PART
I.   FINANCIAL INFORMATION





ITEM
1.   FINANCIAL STATEMENTS






RIDGEWOOD
      ELECTRIC POWER TRUST VCONDENSED
      CONSOLIDATED STATEMENTS OF NET ASSETS
                    (Liquidation
      Basis)(in
      thousands)March
      31,
                  
                  
                  December
      31,2009
                  
                  
                  2008(unaudited)ASSETSCurrent
      assets:Cash
      and cash equivalents
                  
                  $
                  5,861
                  
                  
                  $
                  14,734Unbilled
      receivables
                  
                  
                  110
                  
                  
                  
                  466Due
      from affiliates
                  
                  
                  1,432
                  
                  
                  
                  3,148Deposits
                  
                  
                  430
                  
                  
                  
                  2,243Prepaid
      expenses and other current assets
                  
                  
                  162
                  
                  
                  
                  264Total
      current assets
                  
                  
                  7,995
                  
                  
                  
                  20,855Investments
                  
                  
                  5,397
                  
                  
                  
                  5,410Total
      assets
                  
                  $
                  13,392
                  
                  
                  $
                  26,265LIABILITIES
      AND NET ASSETSCurrent
      liabilities:Accounts
      payable and accrued expenses
                  
                  $
                  2,627
                  
                  
                  $
                  4,465Due
      to affiliates
                  
                  
                  40
                  
                  
                  
                  184Total
      liabilities
                  
                  $
                  2,667
                  
                  
                  $
                  4,649Net
      assets in liquidation
                  
                  $
                  10,725
                  
                  
                  $
                  21,616







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


1
 Table of Contents




RIDGEWOOD
      ELECTRIC POWER TRUST VCONDENSED
      CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS(Liquidation
      Basis)(unaudited,
      in thousands, except per share
data)











Three
      Months EndedMarch,
      31, 2009Net
      assets in liquidation, beginning of period
                        
                        $
                        21,616Distribution
      to shareholders
                        
                        
                        (10,728
                        )Investment
      income in unconsolidated entities
                        
                        
                        19Adjustment
      to liquidation accruals
                        
                        
                        (86
                        )Other
      changes in working capital components, net
                        
                        
                        (96
                        )Net
      assets in liquidation, end of period
                        
                        $
                        10,725Distributions
      per Investor Share
                        
                        $
                        11,500









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




2
 Table of Contents


RIDGEWOOD
      ELECTRIC POWER TRUST VCONDENSED
      CONSOLIDATED STATEMENT OF OPERATIONS(Going
      Concern Basis)(unaudited,
      in thousands, except per share data)Three
      Months EndedMarch
      31, 2008Operating
      expenses:General
      and administrative expenses
                
                $
                687Management
      fee to Managing Shareholder
                
                
                583Total
      operating expenses
                
                
                1,270Loss
      from operations
                
                
                (1,270
                )Other
      income (expense):Equity
      in income of Maine Hydro
                
                
                537Equity
      in loss of NEH
                
                
                (9
                )Equity
      in income of US Hydro
                
                
                31Equity
      in loss of Indeck Maine
                
                
                (92
                )Interest
      income
                
                
                144Total
      other income, net
                
                
                611Net
      loss
                
                $
                (659
                )Managing
      Shareholder - Net loss
                
                $
                (7
                )Shareholders
      - Net loss
                
                
                (652
                )Net
      loss per Investor Share
                
                
                (699
                )Distributions
      per Investor Share
                
                
                750









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




3
 Table of Contents


RIDGEWOOD
      ELECTRIC POWER TRUST VCONDENSED
      CONSOLIDATED STATEMENT OF CASH FLOWS(Going
      Concern Basis)(unaudited,
      in thousands)Three
      Months EndedMarch
      31, 2008Cash
      flows from operating activities:Net
      cash used in operating activities
                  
                  $
                  (943
                  )Cash
      flows from financing activities:Cash
      distributions to shareholders
                  
                  
                  (700
                  )Net
      decrease in cash and cash equivalents
                  
                  
                  (1,643
                  )Cash
      and cash equivalents, beginning of period
                  
                  
                  6,892Cash
      and cash equivalents, end of period
                  
                  $
                  5,249









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




4
 Table of Contents


RIDGEWOOD
ELECTRIC POWER TRUST V
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited, dollar amounts in
thousands )
 1.  DESCRIPTION
OF BUSINESS





Ridgewood
Electric Power Trust V (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 Trust was organized to invest primarily in independent power
generation facilities, water desalinization plants and other infrastructure
projects both in the US and abroad. Ridgewood Renewable Power LLC (the “Managing
Shareholder”), a New Jersey limited liability company, is the Managing
Shareholder.





The
Trust’s accompanying condensed consolidated financial statements include the
accounts of the Trust. 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”), and 50%
interest in Ridgewood Maine Hydro Partners, L.P. (“Maine Hydro”), 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 these investments.  The Trust owned a
25% interest in Indeck Maine Energy, LLC (“Indeck Maine”), accounted for
under the equity method of accounting, which was sold in December 2008 as
further discussed in Note 4.





On
December 22, 2008, the Trust sold its interests in Indeck Maine and the Plan of
Liquidation and Dissolution of Ridgewood Electric Power Trust V (the “Plan of
Dissolution”) became effective.  Under the Plan of Dissolution, the
business of the Trust shifted, and became limited to the sale or disposition of
the remaining investments of the Trust, disposal of its remaining assets and
resolution of its remaining liabilities. Upon the completion of these
activities, if successful, the Managing Shareholder expects to distribute any
remaining cash to the Trust’s shareholders and then proceed to terminate the
Trust and its reporting obligation under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). The Trust is required to make adequate
provisions to satisfy its known and unknown liabilities, which could
substantially delay or limit the Trust’s ability to make future
distributions to shareholders. The process of accounting for the Trust’s
liabilities, including those that are presently unknown, may involve difficult
valuation decisions, which could adversely impact the Trust’s ability to
make distributions in a timely manner.





The Plan
of Dissolution gives sole authority to the Managing Shareholder to conduct the
Trust’s dissolution, liquidation and termination without additional shareholder
approval. As of May 11, 2009, the Trust has not been liquidated as it is in
the process of selling the remaining investments of the Trust.





2. 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”) and, in the opinion of management, include all
adjustments that are necessary for a fair presentation of the consolidated
financial statements. Certain information and footnote disclosures normally
included in consolidated financial statements prepared in accordance with
accounting principles generally accepted in the United States of America
(“GAAP”) have been condensed or omitted pursuant to SEC rules. These condensed
consolidated financial statements should be read in conjunction with the Trust’s
Annual Report on Form 10-K for the year ended December 31, 2008, filed with
the SEC on April 9, 2009 (the “2008 Form 10-K”). No significant changes
have been made to the Trust’s accounting policies and estimates disclosed in its
2008 Form 10-K.





The
condensed consolidated financial statements for the three months ended March 31,
2008, were prepared on the going concern basis of accounting, which contemplates
realization of assets and satisfaction of liabilities in the normal course of
business. Upon the effectiveness of the Trust’s Plan of Dissolution, the Trust
adopted the liquidation basis of accounting, effective December 23, 2008. This
basis of accounting is considered appropriate when, among other things,
liquidation of the Trust is probable. Under this basis of accounting, assets are
valued at their net realizable values and liabilities are valued at their
estimated settlement amounts. However, the Trust is not able to reasonably
estimate the net realizable value of its investments in NEH, Maine Hydro and US
Hydro. As a result, these investment assets will continue to be accounted for
using the going concern basis of accounting. The conversion from going concern
to liquidation basis of accounting required management to make significant
estimates and assumptions. On an ongoing basis, the Trust evaluates the
estimates and assumptions that can have a significant impact on the Trust’s
reported net assets in liquidation. Actual costs and income may differ from
these estimates. If there are delays in liquidating the Trust, actual costs
incurred during the liquidation process may increase, reducing the amounts
available for future distribution.





3. CASH
AND CASH EQUIVALENTS




The Trust
considers all highly liquid investments with maturities, when purchased, of
three months or less as cash and cash equivalents. At March 31, 2009, cash and
cash equivalents did not exceed insured limits.


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





Maine
Hydro





Maine
Hydro is owned equally by the Trust and Ridgewood Electric Power Trust IV
(“Trust IV”). Summarized statements of operations data for Maine Hydro for the
three months ended March 31, 2009 and 2008 were as follows:





March
      31,2009
                              
                              
                              2008Revenues
                              
                              $
                              803
                              
                              
                              $
                              1,819Gross
      profit
                              
                              
                              331
                              
                              
                              
                              1,161(Loss)
      income from operations
                              
                              
                              (215
                              )
                              
                              
                              1,073Net
      (loss) income
                              
                              
                              (215
                              )
                              
                              
                              1,073Trust
      share of (loss) income in Maine Hydro
                              
                              
                              (107
                              )
                              
                              
                              537






NEH





The Trust
owns 14.1%, The Ridgewood Power Growth Fund (“Growth Fund”) owns 68.1%, and the
Ridgewood/Egypt Fund owns 17.8% of NEH. Summarized statements of operations
data for NEH for the three months ended March 31, 2009 and 2008 were as
follows:





March
      31,2009
                            
                            
                            2008Revenues
                            
                            $
                            2,609
                            
                            
                            $
                            2,389Gross
      profit
                            
                            
                            875
                            
                            
                            
                            743Income
      from operations
                            
                            
                            278
                            
                            
                            
                            71Net
      income (loss)
                            
                            
                            129
                            
                            
                            
                            (62
                            )Trust
      share of income (loss) in NEH
                            
                            
                            18
                            
                            
                            
                            (9
                            )


US
Hydro





The Trust
owns 29.2% and Growth Fund owns 70.8% of US Hydro. Summarized statements of
operations data for US Hydro for the three months ended March 31, 2009 and 2008
were as follows:





March
      31,2009
                          
                          
                          2008Revenues
                          
                          $
                          1,046
                          
                          
                          $
                          1,033Gross
      profit
                          
                          
                          693
                          
                          
                          
                          369Income
      (loss) from operations
                          
                          
                          139
                          
                          
                          
                          (32
                          )Net
      income
                          
                          
                          372
                          
                          
                          
                          105Trust
      share of income in US Hydro
                          
                          
                          108
                          
                          
                          
                          31




6
 Table of Contents


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


Indeck
Maine





On
December 22, 2008, the owners of Indeck Maine sold their interests to
Covanta Energy Corporation. Immediately prior to the sale, Indeck Maine
transferred to a wholly-owned subsidiary of Trust IV specific accounts
receivable, deposits and rights to future cash flows. As these amounts are
collected, in accordance with an agreement between the Trust, Trust IV and
Indeck Energy Services, Inc. (“IES”), 45% will be distributed to IES, 27.5% will
be distributed to the Trust and Trust IV will retain the other 27.5%. As of
March 31, 2009, the remaining amount due under these arrangements is estimated
at $1.3 million.





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





Revenues
                            
                            $
                            9,458Gross
      profit
                            
                            
                            522Income
      from operations
                            
                            
                            326Net
      loss
                            
                            
                            (37
                            )Trust
      share of loss in Indeck Maine
                            
                            
                            (92
                            )


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





5.
TRANSACTIONS WITH MANAGING SHAREHOLDER AND AFFILIATES





The Trust
operates pursuant to the terms of a management agreement whereby the Trust is
obligated to pay the Managing Shareholder an annual management fee equal to 2.5%
of the Trust’s total contributed capital. Management fees recorded were $583 for
each of the quarters ended March 31, 2009 and 2008.





In March
2009, the Managing Shareholder contributed $33 to the Trust, representing its
negative tax basis capital account at December 31, 2008.





The Trust
records short-term payables to and receivables from other affiliates in the
ordinary course of business. The amounts payable to and receivables from the
other affiliates do not bear interest. At March 31, 2009 and December 31, 2008,
the Trust had outstanding receivables and payables as follows:




Due
      From
                                  
                                  
                                  Due
      ToMarch
      31,
                                  
                                  
                                  December
      31,
                                  
                                  
                                  March
      31,
                                  
                                  
                                  December
      31,2009
                                  
                                  
                                  2008
                                  
                                  
                                  2009
                                  
                                  
                                  2008Ridgewood
      Power Management LLC
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  2
                                  
                                  
                                  $
                                  25Ridgewood
      Renewable Power LLC
                                  
                                  
                                  -
                                  
                                  
                                  
                                  43
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Growth
      Fund
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  121US
      Hydro
                                  
                                  
                                  162
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Maine
      Hydro
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  22
                                  
                                  
                                  
                                  38Trust
      IV
                                  
                                  
                                  924
                                  
                                  
                                  
                                  2,570
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -NEH
                                  
                                  
                                  346
                                  
                                  
                                  
                                  309
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Other
      affiliates
                                  
                                  
                                  -
                                  
                                  
                                  
                                  226
                                  
                                  
                                  
                                  16
                                  
                                  
                                  
                                  -$
                                  1,432
                                  
                                  
                                  $
                                  3,148
                                  
                                  
                                  $
                                  40
                                  
                                  
                                  $
                                  184




7
 Table of Contents
 RIDGEWOOD
ELECTRIC POWER TRUST V
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited, dollar amounts in
thousands )
 6.  COMMITMENTS
AND CONTINGENCIES





The Trust
will continue to incur expenses through the liquidation process. The Trust will
continue to evaluate the estimates and assumptions that can have a significant
impact during liquidation.





On
December 30, 2005, an investor in the Trust and several affiliated entities,
Paul Bergeron, on behalf of himself and as Trustee for the Paul Bergeron Trust
(the “Plaintiff”), filed a Complaint in the Federal District Court in
Massachusetts, Paul
Bergeron v. Ridgewood Electric Power Trust V,et
al.
(“Bergeron I”).  The action was brought against, among others, the
Managing Shareholder and persons who are or were officers of the Managing
Shareholder alleging violations of the Massachusetts Securities Act, as well as
breach of fiduciary duty, fraud, breach of contract, negligent misrepresentation
and unjust enrichment, all related to a set of alleged facts and allegations
regarding the sale of securities of the Trust and affiliated
trusts managed by the Managing Shareholder or affiliates of the Managing
Shareholder which were sold in private offerings and the operation of the Trust
and affiliated trusts subsequent to the sale.  The Plaintiff is
seeking damages of $900 plus interest and attorney fees. Neither the Trust nor
trusts are party to this litigation. Discovery has been completed and in March
2009 a pending Motion for Summary Judgment filed by the Defendants was
granted on breach of fiduciary duty claims and partially granted on
contract claims, but otherwise denied, and a trial date of June 15,
2009 was set.




On March
20, 2007, the Plaintiff in Bergeron I commenced a derivative action, in Suffolk
County Superior Court, Commonwealth of Massachusetts, Paul Bergeron v. Ridgewood
Electric Power Trust V,et
al.
(“Bergeron II”).  The Plaintiff joined the 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. 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. 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.





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





The Trust
is also 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
 Table of Contents


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




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, without limitation, possible contingent liabilities and risks
associated with the liquidation and dissolution of the Trust, proceeds received
from the disposition of Trust investments, costs incurred in connection with
carrying out the Plan of Dissolution, the actual timing of liquidating
distributions, and the outcome of the litigation described in Part I, Item 1,
Note 6. “Commitments and Contingencies” of this report. 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”, Item 7. “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and elsewhere in the Trust’s 2008 Form
10-K. The Trust undertakes no obligation to publicly revise any forward-looking
statements or cautionary factors, as a result of new information, future events
or otherwise, except as required by law.





Liquidation
Basis of Accounting





The
condensed consolidated financial statements for the three months ended March 31,
2008, were prepared on the going concern basis of accounting, which contemplates
realization of assets and satisfaction of liabilities in the normal course of
business. Upon the effectiveness of the Trust’s Plan of Dissolution, the Trust
adopted the liquidation basis of accounting. This basis of accounting is
considered appropriate when, among other things, liquidation of the Trust is
probable. Under this basis of accounting, assets are valued at their net
realizable values and liabilities are valued at their estimated settlement
amounts. However, the Trust is not able to reasonably estimate the net
realizable value of its investment in NEH, Maine Hydro and US Hydro. As a
result, these investment assets will continue to be accounted for using the
going concern basis of accounting. The valuation of assets and liabilities
requires management to make significant estimates and assumptions.





Upon
conversion to the liquidation basis of accounting, the Trust accrued known
estimated values of assets expected to be received and known estimated costs to
be incurred in liquidation. The Trust will continue to incur operating costs and
receive income from its investments and cash and cash equivalents. On an ongoing
basis, the Trust evaluates the estimates and assumptions that can have a
significant impact on the Trust’s reported net assets in liquidation. Actual
costs and income may differ materially and adversely from these estimates. If
there are delays in liquidating the Trust, actual costs incurred during the
liquidation process may increase, reducing the amounts available for future
distribution.





Critical
Accounting Policies and Estimates





The
discussion and analysis of the Trust’s financial condition and results of
operations are based upon the Trust’s condensed consolidated financial
statements, which have been prepared in conformity with GAAP. In preparing these
financial statements, the Trust is required to make certain estimates, judgments
and assumptions that affect the reported amount of the Trust’s assets,
liabilities, revenues and expenses including the disclosure of contingent assets
and liabilities, as well as the reported amounts of changes in net
assets. The estimates also affect the reported estimated value of net
realizable assets and settlement of liabilities. The Trust evaluates these
estimates and assumptions on an ongoing basis. The Trust bases its estimates and
assumptions on historical experience and on various other factors that the Trust
believes to be reasonable at the time the estimates and assumptions are made.
However, future events and their effects cannot be predicted with absolute
certainty. Therefore, the determination of estimates requires the exercise of
judgment. Actual results may differ from these estimates and assumptions under
different circumstances or conditions, and such differences may be material to
the condensed consolidated financial statements. No material changes have been
made to the Trust’s critical accounting policies and estimates disclosed in its
2008 Form 10-K.





Results
of Operations and Changes in Financial Condition





As the
Trust adopted the liquidation basis of accounting effective December 23, 2008,
any costs incurred and income received in 2009 will be included in the condensed
consolidated statement of changes in net assets. Condensed consolidated
statement of operations and statement of cash flows are presented on a going
concern basis of accounting and therefore only include results for the three
months ended March 31, 2008 and, as a result, no comparative discussion is
presented.




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Future
Liquidity and Capital Resource Requirements





The Trust
believes that it has sufficient remaining cash and cash equivalents to provide
working capital while the Trust is in liquidation. The Trust intends to
distribute excess cash, if any, to its shareholders after liquidating its assets
and satisfying its liabilities.





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 2008
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 Exchange Act, the Trust’s Chief Executive
Officer and Chief Financial Officer have evaluated the effectiveness of the
Trust’s disclosure controls and procedures, as defined in Exchange Act Rule
13a-15(e). Based on this 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 to
ensure that information required to be disclosed by a registrant in reports
filed pursuant to the Exchange Act are recorded, processed, summarized and
reported within the time periods specified in SEC rules and forms and that
information required to be disclosed by a registrant is accumulated and
communicated to senior management so as to allow timely decisions regarding
required disclosure.




Changes
in Internal Control over Financial Reporting





The
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, 2009 that has materially affected, or is
reasonably likely to materially affect, the Trust’s internal control over
financial reporting.





PART
II.   OTHER INFORMATION





ITEM
1. LEGAL PROCEEDINGS




There
have been no material changes to the legal proceedings disclosed in the Trust’s
2008 Form 10-K.




ITEM
1A. RISK FACTORS





There
have been no material changes to the risk factors disclosed in the Trust’s 2008
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.




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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.







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SIGNATURES





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






RIDGEWOOD ELECTRIC
      POWER TRUST VDate:
      May 11, 2009
            By:
            /s/ 
      Randall D. HolmesRandall
      D. HolmesChief
      Executive Officer(Principal
      Executive Officer)




Date:
      May 11, 2009
            By:
            /s/ 
      Jeffrey H. StrasbergJeffrey
      H. StrasbergExecutive
      Vice President and Chief Financial Officer(Principal
      Financial and Accounting Officer)












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