Exhibit 14

                             THE RIDGEWOOD COMPANIES

                                 CODE OF ETHICS

         1.   Application and Purpose

         This Code of Ethics (this "Code") shall apply to all employees and
officers of Ridgewood Renewable Power, LLC, Ridgewood Energy Corporation,
Ridgewood Capital Management, LLC (the "Ridgewood Companies"), including
employees and officers of The Ridgewood Companies affiliates and subsidiaries
("Employees"), including, but not limited to, the power trusts: Ridgewood
Electric Power Trust I, Ridgewood Electric Power Trust II, Ridgewood Electric
Power Trust III, Ridgewood Electric Power Trust IV, Ridgewood Electric Power
Trust V, and The Ridgewood Power Growth Fund (collectively the "Power Trusts").
Every Employee must be familiar with and understand the provisions of this Code.
The purpose of this Code is to promote:

         o    Honest and ethical  conduct,  including  the ethical  handling of
              actual or apparent  conflicts  of interest  between  personal and
              professional relationships;

         o    Full,  fair,  accurate  timely and  understandable  disclosure in
              reports and documents that the Power Trusts file with, or submits
              to, the United States Securities and Exchange  Commission and, as
              to the Power  Trusts and  Ridgewood  Companies,  in other  public
              communications;

         o    Compliance  with   applicable   governmental   laws,   rules  and
              regulations;

         o    The prompt internal reporting of violations of this Code; and

         o    Accountability for adherence to this Code.

         2.   Honest and Ethical Conduct

         All  Employees  shall  perform  their  duties in an honest and ethical
         manner. This includes:

         o    Avoiding situations in which their personal,  family or financial
              interests conflict with those of the Ridgewood Companies;

         o    Refraining  from engaging in any activities that compete with the
              Ridgewood Companies, or which may compromise its interests;

         o    Refraining  from taking any  business or  investment  opportunity
              discovered  in the  course of  employment  with or service to the
              Ridgewood  Companies that the Employee  knows,  or should have or
              has reason to know, would benefit the Ridgewood Companies, or any
              of them; and


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         o    Complying  with  all  applicable  governmental  laws,  rules  and
              regulations.

         The Ridgewood Companies encourage Employees to avoid even the
appearance of a conflict of interest and to raise ethical questions, dilemmas
concerns or suggestions with appropriate individuals within the Ridgewood
Companies, including supervisors, managers, senior management, or human
resources. The Ridgewood Companies have since their inception encouraged such
issues to be raised and, based upon prior experience, many, if not most, of
these issues can be addressed informally, after appropriate discussion and
analysis.

         If any Employee would feel uncomfortable in any way raising ethical
issues as set forth above, or if they raise such issues and they are not
resolved appropriately, then s/he should consult with the Manager of HR or the
General Counsel (the "Ethics Officer(s)"). The Ethics Officer(s) will also
follow the procedures described in Section 4 below. Any Employee who becomes
involved in a situation that gives rise to an actual conflict of interest must
promptly inform the Ethics Officer(s) of such conflict.

         3.   Full, Fair, Accurate, Timely and Understandable Disclosure

         The Ridgewood Companies are committed to ensuring that all disclosures
in reports and documents that the Power Trusts file with, or submits to the SEC,
as well as other public communications made by the Ridgewood Companies in
general are full, fair, accurate, timely and understandable. The Ridgewood
Companies' CEO and CFO ("Senior Officers") are ultimately responsible for taking
all necessary steps to ensure that this occurs. All Company Employees shall take
appropriate steps within their area of responsibility to ensure the same.

         4.   Internal Reporting of Code Violations

         Any Employee who in good faith believes or suspects that any portion of
this Code has been violated (including any violation of Section 3 of this Code)
and does not feel comfortable addressing the issue with individuals identified
in Section 2 should immediately report such violation to the Ethics Officer(s).
Any such report will be promptly evaluated and/or investigated. While the
Ridgewood Companies strongly prefer that any individual who wishes to make such
a complaint to identify him/herself (to assist in the understanding of the
concerns expressed), any person may make such a complaint anonymously. Any
person reporting such a violation should be prepared to provide as much detail
as possible about the suspected violation, including the individuals involved,
the nature of the violation, documentation of the violation, or any other
information which may be helpful in the Ridgewood Companies' evaluation and, if
necessary, investigation of the complaint. Prompt disclosure to the appropriate
parties is vital to ensure a thorough and timely evaluation and appropriate
resolution. A violation of this Code is a serious matter and could have legal
implications. Allegations of such behavior are not taken lightly and should not
be made to embarrass someone or put him or her in a false light. Therefore,
reports of suspected violations should always be made in good faith.

         5.   No Retaliation.

         The Ridgewood Companies will not tolerate any retaliation against any
person who provides information in good faith to the Ridgewood Companies or law
enforcement official concerning a possible violation of any law, regulation or
this Code. Any Employee who violates this rule may be subject to civil, criminal
and administrative penalties, as well as disciplinary action, up to and
including termination of employment.


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         6.   Consequences for Non-Compliance with this Code

         Corrective Actions. Any violation of applicable law or any deviation
from the standards embodied in this Code will result in appropriate corrective
and/or disciplinary action, up to and including termination of employment.

         Required Government Reporting. Whenever conduct occurs that requires a
report to the government, the Ethics Officer(s), shall be responsible for
complying with such reporting requirements.

         7.   Publication of this Code; Amendments and Waivers

         o    This Code will be posted and maintained on the Company's  website
              and posting will be disclosed in each Power Trust's Annual Report
              on Form 10-K.

         o    Any  amendment to or waiver of this Code with respect to a Senior
              Officer of the a Power Trust:

              o    Shall be disclosed  within five (5) days of such action in a
                   filing  on  Form  8-K  with  the   Securities  and  Exchange
                   Commission.

              o    Shall be reported in the Power Trust's next periodic  report
                   with the SEC if not previously reported on a Form 8-K.

         o    Records of any disclosures relating to waivers of this Code shall
              be retained for no less than five years.



Adopted by March 1, 2004.



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