1



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

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

                   For the fiscal year ended December 31, 2002

                     Commission File No. 0-24143

                        RIDGEWOOD ELECTRIC POWER TRUST V
             (Exact Name of Registrant as Specified in Its Charter)

        Delaware                           22-3437351
(State or Other Jurisdiction             (I.R.S. Employer Identification No.)
of Incorporation or Organization)

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

Registrant's Telephone Number, including Area Code:  (302) 888-7444

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act: Investor Shares of
 Beneficial Interest

     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 ___

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.[X]

     Indicate  by check mark  whether  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes ___ No X

     There is no market for the Shares. The aggregate capital contributions made
for the Registrant's  voting Shares held by  non-affiliates of the Registrant at
March 30, 2002 was $93,288,750.

Exhibit Index is located on page 35.


PART I

Item 1.  Business.

Forward-looking statement advisory

     This  Annual  Report on Form 10-K,  as with some other  statements  made by
Ridgewood  Electric  Power  Trust V (the  "Trust")  from time to time,  includes
forward-looking  statements.  These statements discuss business trends and other
matters  relating to the Trust's future  results and business.  In order to make
these statements, the Trust has had to make assumptions as to the future. It has
also  had to make  estimates  in some  cases  about  events  that  have  already
happened,  and to rely on data  that may be found  to be  inaccurate  at a later
time.  Because  these  forward-looking  statements  are  based  on  assumptions,
estimates and changeable  data, and because any attempt to predict the future is
subject  to  other  errors,  what  happens  to the  Trust in the  future  may be
materially different from the Trust's statements here.

     The Trust  therefore  warns  readers of this  document that they should not
rely on these  forward-looking  statements without considering all of the things
that could make them  inaccurate.  The Trust's other filings with the Securities
and Exchange Commission and its offering materials discuss many (but not all) of
the risks and uncertainties that might affect these forward-looking statements.

     Some of these are changes in political and economic conditions,  federal or
state  regulatory  structures,   government  taxation,  spending  and  budgetary
policies,  government  mandates,  demand for electricity and thermal energy, the
ability of customers to pay for energy  received,  supplies and prices of fuels,
operational status of plant,  mechanical  breakdowns,  availability of labor and
the  willingness  of  electric  utilities  to perform  existing  power  purchase
agreements in good faith.

     By making these  statements  now, the Trust is not making any commitment to
revise these forward-looking  statements to reflect events that happen after the
date of this document or to reflect unanticipated future events.

(a)  General Development of Business.

     The Trust was organized as a Delaware  business  trust on March 12, 1996 to
participate in the development,  construction and operation of independent power
generating  facilities  and similar  capital  projects  ("Projects").  Ridgewood
Energy Holding Corporation ("Ridgewood Holding"), a Delaware corporation, is the
Corporate Trustee of the Trust.

The Trust sold whole and fractional  shares of beneficial  interest in the Trust
("Investor  Shares") at $100,000 per Investor Share,  and terminated its private
placement offering on April 15, 1998. It raised approximately  $93,000,000.  Net
of offering fees,  commissions and expenses, the offering provided approximately
$76,000,000  for  investments in the  development and acquisition of Independent
Power Projects and operating expenses. The Trust has approximately 1,620 holders
of Investor Shares (the "Investors").

     The Trust is  organized to be similar to a limited  partnership.  Ridgewood
Renewable Power LLC (the "Managing  Shareholder"),  a Delaware limited liability
company,  is the Managing  Shareholder  of the Trust.  In general,  the Managing
Shareholder has the powers of a general partner of a limited partnership. It has
complete  control of the  day-to-day  operation  of the  Trust.  The Trust has a
Corporate Trustee,  Ridgewood Energy Holding Corporation.  The Corporate Trustee
acts on the  instructions  of the Managing  Shareholder and is not authorized to
take independent discretionary action on behalf of the Trust.

     In addition, the Trust is affiliated with the following trusts organized by
the Managing Shareholder (collectively the "Other Power Trusts"):

o        Ridgewood Electric Power Trust I ("Power I");
o        Ridgewood Electric Power Trust II ("Power II");
o        Ridgewood Electric Power Trust III ("Power III");
o        Ridgewood Electric Power Trust IV ("Power IV");
o        The Ridgewood Power Growth Fund (the "Growth Fund");
o        Ridgewood/Egypt Fund ("Egypt Fund"); and
o        The Ridgewood Power B Fund/Providence Expansion ("B Fund").

     In addition,  the Trust is affiliated with the following  Delaware  limited
liability  companies  ("Ridgewood  LLCs"),  which  have  been  organized  by the
Managing Shareholder:

o        Ridgewood Renewable PowerBank LLC
o        Ridgewood Renewable PowerBank II LLC

     With respect to the Ridgewood  LLCs, the Managing  Shareholder  acts as the
LLCs' Manager.

     On November 5, 2001, the Trust sent to Investors a "Notice of  Solicitation
of  Consents"  in which the Trust  sought  the  Investor's  consent to amend the
Amended Declaration of Trust  ("Declaration") to, among other things,  eliminate
provisions  that require the Trust to have an  independent  review panel,  whose
purpose  was to  review  certain  affiliated  transactions.  The  Consents  were
tabulated  at the  close  of  business  on  December  31,  2001.  Based  on such
tabulation,  a majority of Investor  Shares  consented  to such  withdrawal  and
amendments.

 (b)  Financial Information about Industry Segments.

     The  Trust  operates  in  only  one  industry  segment:  independent  power
generation and similar projects.

(c)  Narrative Description of Business.

(1)  General Description.

     The Trust was formed to participate in the  development,  construction  and
operation of Projects that generate  electricity for sale to utilities and other
users,  and that might  provide heat energy to users,  as well as other  capital
projects that, although not specifically power related, have similar risk-return
characteristics,  such as  water  desalinization  facilities  and  environmental
beneficial projects.

(2)    The Trust's Investments.

(i)     Maine Hydro Projects

     On December 23, 1996, the Trust purchased from  Consolidated  Hydro, Inc. a
50% interest in 14 small  hydroelectric  projects  located in Maine. In order to
increase  diversification  of the Trust's  investments,  Power IV purchased  the
remaining  50%  interest.  Each  Trust  paid  approximately  $6,700,000  for its
interest. The jointly owned partnership that acquired the Project also assumed a
lease obligation in the amount of $1,005,000.

     The 14  hydroelectric  projects  have an aggregate  rated  capacity of 11.3
megawatts.  All  electricity  generated by the projects over and above their own
requirements is sold to either Central Maine Power Company  ("Central Maine") or
Bangor  Hydro-Electric  Company  ("Bangor Hydro") under long-term power purchase
contracts.  Eleven of the contracts  expire at the end of 2008 and the remaining
three expire in 2007,  2014 and 2017.  The power  contracts  contain a provision
that enabled the price paid by Central Maine and Bangor to be  re-determined  by
the Maine Public  Utilities  Commission  ("Maine  PUC").  In 2001, the Maine PUC
reviewed  the prices  paid by Central  Maine and  Bangor  and such  prices  were
lowered.  However,  the Trust  believes  that the overall  impact of the lowered
price to the Maine Hydro  Projects'  revenue will not have a material  impact on
the Trust. The Maine Hydro Projects are "run-of-river"  facilities,  which means
that the amount of water passing through the turbines is directly dependent upon
the fluctuating level of flow of the river or stream.  Therefore,  the amount of
the flow of the  river or  stream,  along  with  other  intangibles,  has a much
greater impact on revenues.

     The Maine Hydro Projects entered into a five year operating and maintenance
agreement  with CHI Energy,  Inc. under which a subsidiary of CHI Energy manages
and  administers  the  projects  for a fixed  annual fee of  $307,500  (adjusted
upwards for inflation),  plus an annual incentive fee equal to 50% of the excess
of aggregate net cash flow over a target amount of $1.875  million per year. The
maximum  incentive  fee is $112,500 per year;  to the extent the annual net cash
flow exceeds $2.1 million,  the excess will be carried  forward to future years;
to the extent  that the annual net cash flow is less than  $1.875  million,  the
deficit will be carried forward to future years. In addition,  the operator will
be reimbursed for certain operating and maintenance expenses.  The agreement had
an initial five-year term, which was extended for another five-year term on June
30, 2001. The agreement can be extended for one more  additional  five-year term
by mutual consent of the parties thereto.

     One Maine Hydro Project,  the Pittsfield  Hydro Project,  is a signatory to
the Kennebec Hydro Developers Group Agreement ("KHDG  Agreement"),  which was an
agreement among many diverse parties with similarly diverse interests  regarding
development  on the  Kennebec  and  Sebasticook  Rivers  in the  State of Maine.
Signatories include not only hydro-electric  developers,  such as the Pittsfield
Project,  but also sate and federal government agencies as well as environmental
groups.  According  to the KHDG  Agreement,  several  owners  of  hydro-electric
facilities,  including the Pittsfield Project, are required by a certain date to
install a "fish passage", which would allow a given number of certain species of
fish adequate passage on the river and which must be approved by certain federal
and state  agencies and other  organizations.  Fish  passages take several forms
with varying degrees of expense to construct and maintain.  Alternatives include
fish pumps,  fish ladders and fish  elevators.  Notwithstanding  the methodology
used, no alternative is cost effective for the Pittsfield  Project and, in fact,
the  projected  costs  any  available  "fish  passage"   alternative   would  be
significantly more than the projected cash flows for the Pittsfield Project. RPM
is  working  with CHI Energy to develop an  alternative  to the  suggested  fish
passage  (such as opening up the dams deep gates during  migratory  season) that
will  satisfy  both the  KHDG  Agreement  and the  economics  of the  Pittsfield
Project.  However,  there is no  guarantee  that any  such  alternative  will be
approved  and the  Pittsfield  Project  may have not other  alternative  than to
breach the dam.

(ii) Maine Biomass Projects

     On July 1, 1997,  the Trust and Power IV  purchased a preferred  membership
interest in Indeck Maine Energy,  L.L.C.  ("Indeck Maine"),  an Illinois limited
liability  company that owns two electric power  generating  stations  fueled by
waste  wood at West  Enfield  and  Jonesboro,  Maine.  The  Trust  and  Power IV
purchased  the interest  through a limited  liability  company  owned equally by
each.  The  Trust's  share of the  purchase  price was  $7,298,000  and Power IV
provided an equal amount of the total purchase price.

     Indeck Energy Services,  Inc.  ("Indeck"),  an entity unaffiliated with the
Trust, Power IV or any of their affiliates,  owns the junior membership interest
in Indeck Maine. The preferred  membership interest entitles the Trust and Power
IV 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. Any
additional  net  operating  cash flow in that  year is paid to Indeck  until the
total paid to it equals the amount of the 18% preferred  return to the Trust and
Power IV for that year,  without  cumulation.  Any remaining net operating  cash
flow for the year is payable 25% to the Trust and Power IV  together  and 75% to
Indeck, unless the Trust and Power IV have recovered their capital contributions
from proceeds of a capital event.  Thereafter,  these percentages  change to 50%
each.  All  non-operating  cash flow,  such as  proceeds of capital  events,  is
divided equally between (a) the Trust and Power IV and (b) Indeck.  RPM operates
the Projects and charges its expenses to Indeck Maine at its cost.

     Each of the  Projects  has a 24.5  megawatt  rated  capacity and uses steam
turbines to generate electricity.  The fuel is wood chips, bark, sawmill residue
and other forest related  biomass.  Both projects are QFs under PURPA. The Maine
Biomass  Projects  are  members of the New  England  Power Pool  ("NEPOOL"),  an
association  of New England  generators,  transmission  utilities,  distribution
utilities,  power marketers and others.  NEPOOL's control and market  regulation
responsibilities  are managed by ISO-New England,  Inc. ("ISO"), an independent,
non-profit organization company.

     Due to the high costs associated with their operation, if the Maine Biomass
Projects are not operating pursuant to a bilateral agreement with another party,
they are  generally  operated,  if at all, as peak load plants on those few days
per year  (typically  during summer heat waves) when there are power and reserve
shortages  in New  England.  During  the rest of the  year,  the  Maine  Biomass
Projects  are shut down but are  capable of being  restarted  on  several  days'
advance notice. Because the Projects are capable of providing electricity,  they
are entitled to sell their  "installed  capability," or "ICAP," a measurement of
the rated ability of a generating plant to produce electric power.  Power plants
are  credited  with  installed  capability  whether or not they run. A member of
NEPOOL  that  serves  load  (i.e.,  electric  consumers)  must  own or  purchase
installed  capability  on a monthly basis that at least equals its expected load
for the month (the maximum  amount of power that its  customers may demand) plus
mandated  reserves.  Generating  facilities  may enter  into  contracts  to sell
installed capability or were able to purchase it through ISO auction.

     During 2002,  Indeck  Maine's West Enfield  facility  operated and sold its
electricity  to various power  purchasers.  Indeck Maine's  Jonesboro  facility,
however, did not operate during 2002 except during ICAP tests.

     In 1997, the State of Massachusetts passed the Electric  Restructuring Act,
which, among other things, required that the State encourage the development and
construction  of  renewable  resources.  The Act  requires  entities  that  sell
electricity  to  end-use  retail  customers  in  Massachusetts  to have in their
electric portfolio a certain percentage of renewable  resources.  Such resources
are termed RPS  Attributes.  Failure to have the  required  amount of  renewable
energy results in a payment to the state equal to $.005/kwh for every kwh of the
deficiency.  The  Massachusetts  Division of Energy Resources  ("DOER") recently
issued final regulations  regarding the RPS Attributes ("RPS Regulations").  The
RPS Regulations require that renewable electric generation  facilities,  such as
the Maine Biomass Plants, qualify as such pursuant to and as required by the RPS
Regulations.  Both Maine Biomass Plants have qualified under the RPS Regulations
As a result of such  qualification,  the energy generated by West Enfield during
much of 2002 also  enabled West  Enfield to sell its RPS  Attributes  related to
such energy generation. West Enfield was able to sell its 2002 RPS Attributes to
several power  marketers,  one of whom is in current  negotiations  with RPM, on
behalf of Indeck Maine and several  other  related  facilities,  to purchase RPS
Attributes and options to purchase future RPS Attributes.  Such negotiations are
nearly  completion  and if and  when  definitive  documents  are  completed  and
executed, the Trust will provide an update on Form 8-k.

(iii)  Santee River Rubber Company

     The Trust and Power IV purchased preferred  membership  interests in Santee
River Rubber Company,  LLC, a South Carolina limited  liability company ("Santee
River").  Santee River built a waste tire and rubber  processing  facility  (the
"Facility") located in Berkeley County,  South Carolina.  The Trust and Power IV
purchased the interest through a limited  liability  company owned two-thirds by
the Trust and  one-thirds  by Power IV.  The  Trust's  share of the  $13,470,000
purchase  price for the  membership  interest in Santee River was $8,980,000 and
Power IV provided the remaining  $4,490,000.  The remaining  equity  interest in
Santee River was owned by a wholly owned subsidiary of Environmental  Processing
Systems,  Inc.  ("EPS") of Garden City,  New York.  EPS was the developer of the
Facility.  EPS  provided  administrative  services  to Santee  River  during the
construction  of the Facility at its cost  (including  direct and indirect costs
and allocable overhead). At the same time as it sold the Trust and Power V their
membership  interest,  Santee  River  borrowed  $16,000,000  through  tax-exempt
revenue bonds sold to institutional  investors and another  $16,000,000  through
taxable   convertible   bonds  sold  to   qualified   institutional   purchasers
(collectively the "Debt"). It also obtained $4,500,000 of subordinated financing
from the general  contractor  for the Facility,  which is only  repayable if the
Facility meets specified construction and performance criteria.

     The  Facility  was   constructed   by  Bateman   Engineering,   Inc.   (the
"Contractor")   pursuant  to  a  turnkey  construction   agreement  between  the
Contractor and Santee River for a fixed price of $30.5 million. The Facility was
designed to receive and process waste tires and other waste rubber  products and
produce  fine  crumb  rubber  of  various  sizes.  Due to a variety  or  reasons
including,  the Trust believes,  wasteful and possibly  fraudulent  practices of
EPS, as well as design and other technical problems,  the Facility was unable to
perform as represented and never achieved commercial  operation.  On October 26,
2000, EPS, on behalf of Santee River,  filed a Chapter 11 bankruptcy  proceeding
in U.S.  Bankruptcy  Court  for the  District  of South  Carolina.  In the third
quarter of 2000,  the Trust wrote down its entire  investment in Santee River to
zero.  As  previously  reported,  the Trust  instituted  litigation  against EPS
alleging  fraud,  breach of  contract  and other  claims.  This  litigation  was
effectively  stayed,  then ultimately  dismissed,  as a result of the bankruptcy
proceeding.

     The  Santee  River  Facility  was  sold  in  bankruptcy  for  approximately
$3,500,000;  $2,400,000  in cash and  $1,000,000  in a note. A large part of the
cash to be received from the sale transaction will go to pay the  administrative
expenses of the bankruptcy  proceeding.  The Trust believes that it was entitled
to the first $457,000 of the remaining cash to repay some earlier and additional
loans  provided by the Trust to Santee River in order to fund the testing of the
facility. Ultimately, the Trust received only $200,000 of this amount.

(iv) Quantum Conveyor Systems, LLC

     Quantum Conveyor Systems, LLC ("Quantum"),  a company located in Northvale,
New Jersey, had developed a process of integrating control technology,  software
and conveying equipment into a modular,  cost-effective conveying system. In the
first  quarter of 2000,  Quantum  ceased all material  operations  and the Trust
wrote off the entire  investment  for a loss of $2.8 million.  There has been no
material  change  in  Quantum's  activities  of  financial  position  since  the
cessation of  operations.  Further  information  on  Quantum's  business and the
structure  of the Trust's  investment  is found in the Trust's  previous  Annual
Reports on Form 10-K.

(v)     MetaSound Systems, Inc.

     MetaSound  Systems,  Inc.  ("MetaSound")  was organized to develop "digital
audio  marketing"  systems tied into the Internet.  The systems were designed to
provide  digital-quality  messages,  music and sound  information  to  telephone
callers  on hold or in a  call-center  queue  while  they  wait or to  shoppers,
visitors and others in retail stores and waiting areas.  MetaSound was unable to
attract  sufficient  business to become profitable and the Managing  Shareholder
concluded that additional funding from the Trust was not appropriate.  MetaSound
unsuccessfully  continued to seek additional  equity financing until its capital
was  exhausted in January  2000.  On December 31, 2000,  the Trust wrote off the
entire investment in MetaSound.  Further information on MetaSound's business and
the structure of the Trust's  investment is found in the Trust's previous Annual
Reports on Form 10-K.

 (vi) Ridgewood Waterpure

     Ridgewood Waterpure Corporation  ("Waterpure") is a 54% owned subsidiary of
the Trust.  Waterpure was to develop an advanced water distillation  system that
was previously developed by Superstill Corporation  ("Superstill").  Superstill,
located in California,  became a debtor under Chapter 11 of the Bankruptcy  Code
in 1997. In December 1998, Waterpure acquired substantially all of the assets of
Superstill  (consisting  primarily of patents,  intellectual property rights and
in-process research and development) under a plan of reorganization  approved by
the  U.S.   Bankruptcy  Court  for  the  Northern  District  of  California  and
Superstill's creditors.

     The Trust invested $3,500,000 and acquired 54% of Waterpure's common stock.
Creditors and  licensors of  intellectual  property to  Superstill  received the
remaining  46%  of the  common  stock  in  exchange  for  their  claims  against
Superstill. The Trust's invested funds were used by Waterpure to design, develop
and  commercialize  water  distillation  and  purification   systems  using  the
Superstill technology.

     Waterpure,  however,  was  unable to  produce  a unit  with a  commercially
acceptable   price  and  operating   characteristics.   Although  the  Waterpure
technology  produces  very pure  water,  it is more  expensive  to  build,  more
expensive to power and more difficult to maintain than other  technologies  that
produce  acceptable  drinking  water. In addition,  the minority  shareholder of
Waterpure brought a legal action  challenging  Waterpure's rights to license and
sell its  projects.  Such  litigation  proved  to be quite  time  consuming  and
expensive to defend. Waterpure used its available cash to develop and market its
products, as well as defend against the litigation.  In 2001, the available cash
ran out and  the  shareholders  of  Waterpure  were  all  unwilling  to  provide
additional funds. Therefore, in October 2001, Waterpure filed under Chapter 7 of
the U.S.  Bankruptcy  Code to liquidate its assets.  Such filing was made in the
Northern District of Ohio, but has since been transferred to the U.S. Bankruptcy
Court for the Northern  District of California and  essentially is being handled
in  conjunction  with  the  Superstill  bankruptcy  proceeding.  The  bankruptcy
proceeding  continued through 2002 and is still not complete.  The Trust has not
taken an active role in the bankruptcy proceeding.

(vii) United Kingdom Landfill Projects

     In 1999,  Ridgewood  Electric  Power  Trust V ("Power  Trust V")  organized
Ridgewood U.K. LLC, a Delaware,  limited  liability  company ("UK LLC").  UK LLC
subsequently  formed  Ridgewood UK Ltd ("UK LTD") to acquire  certain  operating
landfill methane gas power  generation  projects located in England and Scotland
(the "UK Projects").  Later, The Ridgewood Power Growth Fund (the "Growth Fund")
was  admitted as a member of UK LLC and  contributed  capital to allow UK LTD to
acquire more UK  Projects.  Power Trust V and the Growth Fund own an interest in
UK LLC in proportion to the capital each has  contributed,  net of distributions
and allocated  profits and losses.  UK LLC is owned 70% by Power Trust V and 30%
by the  Growth  Fund.  Prior to  October  16,  2001,  UK LLC  owned  100% of the
outstanding  shares of UK LTD,  which had  acquired  10 UK  Projects  with total
capacity of 19.9 MW.

     On  October  16,  2001,  UK LTD  issued  additional  shares  as  part  of a
transaction  (the "UK  Merger")  to acquire  various  landfill  gas  projects in
operation  and under  development,  the assets of the  management  company  that
managed the UK Projects and the assets of the  development  company.  All of the
assets acquired were part of an affiliated group of companies that had developed
and  operated  the first 10 UK  Projects.  Subsequent  to the UK Merger,  UK LTD
changed  its name to CLPE  Holdings,  LTD  ("Envirogas").  As a result of the UK
Merger, UK LLC's ownership  interest in UK LTD decreased from 100% to 76.3%. The
remaining 23.7% interest in UK LTD was owned by The Arbutus Group ("Arbutus").

     In 2003,  Ridgewood UK, through a transaction  with Arbutus,  increased its
ownership  (and  thereby  reduced  Arbutus'  ownership)  by  12%.  As a  result,
Envirogas is now 88% owned by Power Trust V and the Growth  Fund,  and 12% owned
by Arbutus.

     Envirogas currently has 15 projects (with aggregate  generating capacity of
25.5  MW)  operating  under  Non-Fossil  Fuel  Obligation   ("NFFO")   contracts
("Envirogas Projects").  Envirogas Projects have been financed, in part, by bank
financing  provided by the Bank of  Scotland.  Outstanding  debt under this bank
facility was (pound)13.0 million as of December 31, 2002. NFFO began in 1990 and
is a program  supported by a small  broad-based  tax on electricity  consumption
that required  companies  supplying  end-use customers to use the power supplied
under NFFO contracts,  including power produced at generating  facilities  using
wind, water and waste materials,  including landfill gas. The Envirogas Projects
enjoy a guaranteed price and market under a long-term contracts for their output
and have thus been  relatively  unaffected by developments in the United Kingdom
electricity  markets,  which  included  the  introduction  in  2001  of the  New
Electricity Trading  Arrangements  ("NETA").  NETA replaced the Electricity Pool
with a competitive  wholesale energy market,  resulting in a reduction of around
40% in the wholesale  electricity  price. While NETA has not impacted the income
stream for the Envirogas Projects, it has caused problems for generators selling
to the wholesale market that do not have the benefit of NFFO contracts.

     In addition to its  developed  and  operational  projects,  Envirogas had a
portfolio of approximately 17 MW of undeveloped  landfill methane power projects
that would qualify under the new Renewables  Obligation  ("RO") subsidy that was
enacted in the United Kingdom in April 2002. The RO was adopted and  implemented
as a successor to NFFO,  which had become  outmoded by changes in the regulatory
structure of the U.K.'s electricity supply industry as a successful  stimulus to
increasing  renewable  energy  capacity.  While this  development  portfolio was
potentially  very  profitable  as a result of the new subsidy  being  granted to
qualifying  renewable  power  producers  under the RO,  Envirogas  was unable to
obtain debt financing necessary to develop these projects.

     Under the RO program, electricity suppliers serving retail customers in the
U.K. are required to  demonstrate  that a certain  mandated  percentage of their
electricity supply portfolio was generated by RO Qualified Producers in order to
avoid incurring penalty charges. The RO program mandated percentage of the total
electricity supply that must come from RO Qualified Producers is 3.0% in 2002/3,
4.3% in 2003/4  and  increases  annually  until  2010,  when it  reaches  10.4%.
Electricity  suppliers  demonstrate  their  compliance with the RO through ROCs.
Electricity  suppliers obtain ROCs either (i) by owning RO-qualified  generating
facilities  for which they  receive ROCs from Ofgem or (ii) by  purchasing  them
from independent RO Qualified  Producers.  At the NFPA auction in February 2003,
the output of landfill  methane  gas-fired RO Projects sold for an average price
of approximately  6.6 p/kwh.  These auctions  demonstrate a price for power plus
ROCs of  approximately  10.5 cents/kwh to 10.7  cents/kwh.  The value of the ROC
portion of this price has been  estimated at between 4.5 p/kwh and 4.9 p/kwh (or
7.2 cents/kwh and 7.8 cents/kwh)

     Incremental  profits resulting from a combined power plus ROC price greater
than 7.0 p/kwh  will be divided  between  PowerBank  I and the UK LLC  investors
(Ridgewood's  88% share of Envirogas held by Power Trust V and The Growth Fund),
with two-thirds of the incremental  profit going to PowerBank I and one-third of
the incremental  profit going to the UK LLC as a compensation  for UK LLC's, and
its officers' and staff's,  participation  in and  facilitation  of PowerBank II
transaction.  This payment,  should it be made, is specifically allocated to U.K
LLC, not to CLP Envirogas Holdings, Ltd. UK LLC will receive its distribution in
the form of a cash allocation.

(viii) Egyptian Projects

     In late 1998,  the Trust and the Growth Fund began  investigating  Egyptian
opportunities. The two Trusts organized Ridgewood Near East Holdings, LLC, a New
Jersey limited  liability  company  ("Holdings")  as a holding company for their
Egyptian investments.  In 2001, the Egypt Fund became a member of Holdings.  The
three Trusts to date have contributed  approximately  $39.1 million to Holdings.
Each  Trust  owns  equity  in  Holdings  in  proportion  to the  capital  it has
contributed, net of distributions and allocated profits and losses. Holdings, in
turn, owns all of the equity in the Egyptian operating  subsidiaries,  including
Ridgewood  Egypt For  Infrastructure  LTD ("REI"),  which is the entity  through
which  Egyptian  investments  are made.  REI has  developed  projects  to supply
electricity and potable water to the tourist industry on the Red Sea in Egypt.

     REI has 13 water plants constructed,  with a total capacity of 17,000 cubic
meters per day of potable  water  production  (one cubic meter equals 264.2 U.S.
gallons)  and 5  electric  generation  plants  with a total  capacity  of 18,000
kilowatts.

     REI's projects  generally sell their  electricity and drinking water output
under  contracts  governed  by  Egyptian  law.  There  is no  formal  regulatory
authority  that  reviews  those  prices  or which  has  authority  to set  them.
Long-term  electricity  and water  contracts  generally  include an annual price
escalation clause as well as a fuel price adjustment clause to insulate REI from
fuel price  increases.  Most  contracts  are  denominated  in  Egyptian  pounds.
Although  the  buyer  is  therefore  allowed  to pay in  local  currency,  those
long-term  contracts  generally  contain a currency  adjustment  clause  that is
intended to keep REI whole if the Egyptian currency depreciates against the U.S.
dollar. Most contracts contain minimum annual purchase  requirements.  Where REI
supplies the electricity to the customer,  REI also provides the electricity for
the water  desalination  equipment  and includes  that  electricity  cost in the
amount  billed for water.  Otherwise,  the customer has the  responsibility  for
providing electric power and bears the risk of electricity price changes.

     REI produces  electric  power with diesel  engine driven  generators  only.
Although  Egypt is a producer of natural gas, the isolated  tourist  areas where
the Egyptian  Projects are located do not have natural gas available in required
quantities. Diesel fuel is readily available throughout Egypt and is supplied at
a fixed price through government agencies. Diesel engine driven generators are a
well-proven technology over eighty years old. There are many qualified suppliers
throughout the world.

     All of REI's water  desalination  plants employ reverse  osmosis  equipment
("R/O").  This is a process  where  seawater or brackish  water (water with less
salt than  seawater but which is not  drinkable or  palatable) is pumped at high
pressure  (1,000  pounds per square inch) through thin,  porous  membranes.  The
pressurized  water passes through but the salt and other large molecules  remain
behind and thus are separated from the purified water.  This process has been in
existence for over thirty years and is widely used  throughout the world.  There
are  many  suppliers  of the R/O  equipment  and the  membranes.  REI  primarily
purchases R/O equipment from a U.S. company named Waterlink, because it believes
Waterlink offers the best combination of price, service and quality. However REI
is not  dependent on Waterlink  and can build plants using other  manufacturers'
equipment.

     REI's operating expenses,  which are charged against the Egyptian Projects'
cash flow, include,  development and  administrative,  operation and maintenance
activities for all of its Egyptian Projects.  Electric generation costs that are
dependent on production volume include diesel fuel, consumables, maintenance and
major repairs.  All of REI's electricity sales contracts provide for a 100% cost
pass-through as the price of diesel fuel changes.

     As a result of the September 11, 2001 terrorist  attacks against the United
States, tourism in Egypt plummeted. Despite the continued violence in the Middle
East and the continued volatility of the region, recently the number of bookings
at the resorts serves by REI have  increased,  although they are still less than
normal or expected. The Trust anticipates that the effects of the September 11th
attacks and the current unrest in the Middle East will have a short-term  effect
on Egyptian tourism.

(ix) Mediterranean Fiber Optic Project

     In  September  1999,  the Trust and the  Growth  Fund  organized  Ridgewood
MedFiber LLC and each of them  contributed  $1.5 million to the joint venture on
equal terms.  Ridgewood  MedFiber  then  invested the $3 million in a 25% equity
interest in Global Fiber  Group,  a developer  that was  exploring a proposal to
construct a 3,600 kilometer (2,200 mile) long underwater fiber optic cable among
Spain, Southern France and Italy via the Mediterranean Sea. In February 2000 the
original management, which had been unable to obtain additional equity financing
for the Project,  agreed to withdraw  from the venture.  Ridgewood  MedFiber was
unable to find other  equity  investors  for the venture and the venture  ceased
activity  in the second  quarter of 2000.  Accordingly,  the Trust wrote off its
entire investment in the Project effective March 31, 2000.

(x)      Synergics, Inc.

     Beginning  in late 1999,  the Trust and The Growth Fund began  negotiations
with Synergics, Inc. ("Synergics") to buy nine existing hydroelectric generating
plants  (the  "Synergics  Projects").  In the  course  of  negotiations  and due
diligence,  the Trust and the Growth Fund learned that one of Synergics' lenders
had declared a payment default against  Synergics and that the lender had agreed
to discharge the debt at a substantial  discount from the face amount if payment
were made by the end of April  2000.  In order to  preserve  the  benefit of the
lender's offer and to allow  completion of the  acquisition on favorable  terms,
the Trust and the Growth Fund,  through a joint venture,  acquired the debt from
the lender on April 28,  2000 for a payment of $17  million to the  lender.  The
Trust  supplied $5 million of the capital  used by the joint  venture to acquire
the debt and the Growth Fund supplied the  remaining $12 million.  The Trust and
the Growth Fund own the joint venture in proportion to the capital each supplied
and neither will have preferred rights over the other.

     On November 22,  2002,  through  another  joint  venture  owned in the same
proportion as the joint  venture that acquired the debt of Synergics,  the Trust
and Growth Fund acquired 100% of the outstanding stock of Synergics.  The former
shareholders  of Synergics  Inc.  received 100% of the  outstanding  shares of a
subsidiary  of  Synergics  in exchange for selling the stock of Synergics to the
Trust and Growth Fund.

         (3)  Project Operation.

     The Maine Hydro  Projects  are QFs and have entered  into  long-term  power
purchase agreements ("Power Contracts") with their local distribution utilities.
Under the Power Contracts for the Maine Hydro Projects,  the local utilities are
obligated to purchase the contractual  output of the Projects at formula prices.
No separate  payments are made for capacity or capability and all payments under
the Power Contracts are made for energy  supplied.  The Maine Hydro Projects are
licensed or operated as "run-of-river"  facilities,  which means that the amount
of water passing through the turbines is directly dependent upon the fluctuating
level of flow of the river or  stream.  The  Maine  Hydro  Projects  have a very
limited  ability to store water  during high flows for use at low flow  periods.
Therefore,  they produce  electric  energy and sell it as generated at the fixed
rates provided in the Power Contracts.  The Maine Hydro Projects are not subject
to fuel price changes or supply interruptions.  Because the Maine Hydro Projects
are "run-of-river" hydroelectric plants, their output is dependent upon rainfall
and  snowfall in the areas  above the dams.  Output is  generally  lowest in the
summer and highest in the spring and fall.

     The Maine Biomass Projects burn whole-tree wood chips, as well as wood from
processing  of raw wood at paper  mills or  sawmills.  The  price of wood  waste
fluctuates  from  time to time  and is a  primary  determinant  of  whether  the
Projects can run  profitably  or not. The major  causes of the  fluctuation  are
changes in woodcutting  or wood  processing  volumes caused by general  economic
conditions,  increases  in the use of wood  waste by paper  mills  for their own
cogeneration  plants,  changes in demand from competing  generating plants using
wood waste or paper mill refuse and weather  conditions.  The cost of wood waste
is currently  significantly  in excess of that anticipated at the time the Maine
Biomass Projects were purchased.

     Although the Maine  Biomass  Projects are QFs,  they do not have  long-term
Power  Contracts and sell their capacity and electric  energy through  bilateral
contracts with utilities and other entities that distribute electricity, such as
the contracts with  Constellation and Select as described above.  Generators may
sell  directly to such  entities on a bilateral  basis,  or they may sell to the
ISO. The ISO  dispatches  generating  plants and takes their power in accordance
with  offers  and  its  estimate  of the  most  economical  means  of  providing
sufficient  reliable  electricity.  It  computes  the  clearing  price  for each
electrical  product  on an hourly  basis,  bills  loads for their  shares of the
products and is to pay generators in accordance with the generators'  offers and
the market rules.

     The Maine  Biomass  Projects are  "renewable  power"  projects.  "Renewable
power"  (often called "green  power") is a  catchphrase  that includes  Projects
(such as solar, wind, small hydroelectric, biomass, geothermal and landfill-gas)
that do not use fossil fuels or nuclear fuels.  Renewable power plants typically
have high capital  costs and often have total costs that are well above  current
total  costs  for  new   gas-turbine   production.   As  described   above,   in
Massachusetts,  RPS Attributes are required to be purchased by entities  serving
end-use retail  electric  customers.  RPS Attributes are obtained from renewable
resources,  such as the Maine Biomass Projects. As a result of the RPS Attribute
program in Massachusetts, and similar programs in other states that have not yet
been  finalized,  the Maine Biomass  Projects have been and may in the future be
able to  sell  their  electric  output  and the  renewable  or  "green"  credits
associated with such electric power at a premium over current wholesale electric
rates.

     In order to operate, most Projects require a variety of permits,  including
zoning and environmental  permits.  Inability to obtain such permits will likely
mean  that a  Project  will  not be able to  commence  operations,  and  even if
obtained, such permits must usually be kept in force in order for the Project to
continue its operations.  Compliance with  environmental laws is also a material
factor in the  independent  power  industry.  The Trust  believes  that  capital
expenditures for and other costs of environmental protection have not materially
disadvantaged its activities relative to other competitors and will not do so in
the future.

     The  electricity  markets in the  United  Kingdom  were  fully  deregulated
several years before deregulation began in the U.S.  Accordingly,  the Trust has
invested in a niche area,  landfill gas power plants.  The UK Landfill  Projects
enjoy a status similar to QFs in the U.S. with long-term Power  Contracts.  They
enjoy a  guaranteed  price and  market for their  output and are not  subject to
price  fluctuations for their fuel. The major business risks and  considerations
are keeping  operating  costs at a minimum  through  good  design,  preventative
maintenance  and  attention to fuel  quality,  governmental  policy  changes and
exchange rate  fluctuations  affecting the  pound-denominated  revenues from the
Projects.  Thus the Trust  believes that these  investments  in a stable Western
European country with a guaranteed  market for the output have the potential for
long-term, stable income.

     The Egyptian projects are substantially riskier.  Generally, these Projects
are being  developed  at remote  resort  hotel  sites on the Red Sea,  which are
distant from other  electric and water  sources.  REI is developing the Projects
itself  using  local  engineering  personnel  and  contractors.   Environmental,
construction,  legal,  and labor  requirements  are often unclear and can change
unpredictably  at any time and without  warning.  REI may find it  difficult  to
enforce  contracts  and other  legal  obligations  against  local  suppliers  or
customers. There are no backup facilities to provide electricity or water if the
Projects  fail or are  unusable  for any  period  of  time.  Specifications  for
Projects have changed suddenly and  unpredictably  and in some cases it has been
necessary for REI to construct additional infrastructure. Cultural, language and
political  differences between Egypt and the U.S. may impair  communication with
personnel,  cause errors and possibly  cause hostile action against the Projects
by employees,  residents or  governmental  agencies.  There have been occasional
terrorist  incidents  in Egypt  directed  against  Western  tourists and tourist
facilities.  In addition,  terrorist  attacks  such as those  against the United
States on September  11, 2001,  as well as the War in Iraq and other  turmoil in
the Middle East,  although  somewhat  removed from Egypt, can have a devastating
effect on tourism.  Further such incidents might deter tourism and make the host
hotel  resorts  unprofitable  or might even be  directed  against  the  Egyptian
Projects or their personnel.

     The Projects burn light fuel oil in diesel engines,  which is brought in by
tanker truck. Supply interruptions,  oil spills or fires are possible.  Although
the Projects are exposed to world oil price  variations,  this risk is mitigated
because many of the Power Contracts  contain price  adjustments tied to fuel oil
prices that should substantially transfer the risk to the customers.

     The  customers of most of the Egyptian  Projects are single  hotels.  It is
possible that adverse events in the tourist  industry,  such as labor  disputes,
airline   problems,   shortages  of  personnel,   changes  in  customer   taste,
environmental  problems,  overbuilding and  international  political or cultural
developments  could depress  tourist trade to the point that the hotels would be
unable to pay. Other risks include currency  conversion and repatriation  risks,
exchange  rate  fluctuations,   taxation  disputes,  international  hostilities,
arbitrary governmental action,  religious tensions,  anti-foreign sentiments and
legal changes.

(4) Trends in the Independent Power and Other Industries

    (i)  U.S. Electric Industry

     The Trust is  somewhat  insulated  from recent  deregulatory  trends in the
electric  industry  because  the Maine  Hydro  Projects  are QFs with  long-term
formula-price  Power  Contracts  and a majority of the Trust's  investments  are
outside the United States.

     The Trust is somewhat  insulated from the recent turmoil that has enveloped
the  electric  energy  industry  during  the  past  several  years  because  the
Providence and Maine Hydro Projects are QFs with long-term  formula-price  Power
Contracts.  Each  Power  Contract  now  provides  for rates in excess of current
short-term  rates for purchased  power.  There has been much speculation that in
the  course of  deregulating  the  electric  power  industry,  federal  or state
regulators  or  utilities  would  attempt to  invalidate  these  power  purchase
contracts as a means of throwing some of the costs of deregulation on the owners
of independent power plants. However, the Trust Maine Biomass Plants are totally
at the mercy of the  energy  market,  but have been  provided  some  substantial
support  as a result of the  adopting  of  renewable  portfolio  regulations  in
Massachusetts.

     The adoption of the RPS Regulations in  Massachusetts  is indicative of the
significant  activity  and  movement  in the  industry,  as well as at state and
federal  government,  to increase the amount of renewable power that is supplied
to utilities and distribution  companies that serve retail end-use  customers in
various  states.  For  example,   and  as  described  above,  in  Massachusetts,
legislation  and  regulations  have been passed  requiring such retail  electric
suppliers to have in their electric portfolio one (1%) "new renewable power" for
2003. This renewable generation percentage requirement increases each year until
the  renewable  generation  amount  equals  nine (9%)  percent.  In  addition to
Massachusetts,  New Jersey, Nevada, and California have passed similar renewable
portfolio standards ("RPS") and Connecticut is considering an RPS of its own.

     Notwithstanding  the  development  of a  renewable  energy  market  in many
states,  the general  trends in the electric  power  industry have  continued to
reflect an attitude  of caution and  restraint.  Throughout  the United  States,
memories of the California energy crises,  Enron Corp.s bankruptcy,  proceedings
before the Federal  Energy  Regulatory  Commission  ("FERC")  regarding  certain
questionable  practices of other energy producers and marketers,  as well as the
generally  poor  U.S.  and  world  economy,  have  led  many to call  for a more
regulated  electric  industry,  with strict  reporting  requirements and cost of
service   regulation.   However,   many   legislators,   regulators  and  market
participants have not disavowed deregulation.

    (ii) Foreign operations.

     The UK Projects operate under long-term contracts with the Non-Fossil Fuels
Purchasing Agency, a  quasi-governmental  agency.  They enjoy a guaranteed price
and market for their output and are not subject to price  fluctuations for their
fuel. The UK Projects are relatively  unaffected by  developments  in the United
Kingdom electricity markets,  which included the introduction in 2001 of the New
Electricity Trading  Arrangements  ("NETA").  NETA replaced the Electricity Pool
with a competitive  wholesale energy market. This has resulted in a reduction of
around 40% in the wholesale  electricity price. Whilst NETA has not impacted the
income stream for the UK Projects,  it has caused problems for small generators.
The industry regulator, OFGEM, is looking at resolving these issues.

     The Egyptian Projects are developed at remote resort hotel sites on the Red
Sea, which are distant from other electric and water sources.  As a result,  REI
is  relatively  unaffected by trends in the Egyptian  water and power  industry,
which is concentrated along the Nile River and Mediterranean  Coast.  Prices for
power  and  water  delivered  to the  Egyptian  Projects  hotels  are  based  on
contracted rates.  Some contracts are short-term and in other cases,  hotels may
attempt to renegotiate the terms of their contracts.  The market price for water
not under  contract  varies  depending  on many  factors,  including  fuel cost,
availability of other sources of supply (primarily other desalination  plants or
the Nile  River),  demand  (which  is  heavily  dependant  on  temperature)  and
availability of transportation (primarily trucks and pipelines).

 (5)  Competition

     There are a large number of participants in the independent power industry.
Several  large  corporations  specialize in  developing,  building and operating
independent power plants. Equipment manufacturers, including many of the largest
corporations in the world,  provide  equipment and planning services and provide
capital through finance affiliates. Many regulated utilities are preparing for a
competitive  market,  and a  significant  number of them already have  organized
subsidiaries  or affiliates to  participate in  unregulated  activities  such as
planning,  development,  construction and operating services or in owning exempt
wholesale  generators or up to 50% of  independent  power  plants.  In addition,
there are many  smaller  firms whose  businesses  are  conducted  primarily on a
regional or local basis.  Many of these companies  focus on limited  segments of
the cogeneration and independent  power industry and do not provide a wide range
of products and services.  There is significant  competition  among  non-utility
producers,  subsidiaries of utilities and utilities themselves in developing and
operating  energy-producing projects and in marketing the power produced by such
projects.
     The UK  Projects  sell  their  output to a  government  agency  and are not
subject to competition.  Currently,  the Egyptian Projects are located in remote
coastal  areas that are not linked to the national  electric  power  network and
thus are not subject to substantial  competition for providing electricity.  The
water Projects do not face substantial competition except from trucked-in water.
This also means that there is no  substantial  backup for the  Projects  if they
cannot operate for any reason.  It is possible that in future years the national
network  may  extend to some or all of the  Project  sites,  in which case there
might be competition.

(6)  Regulatory Matters.

     United States Regulation.

(i)      Energy Regulation

     The Projects  located in the United States are  Independent  Power Projects
that are subject to a variety of law, including:  (A) PURPA, which,  pursuant to
regulations  issued by FERC,  provide  incentives for the development of QFs and
generally  provides  an  exemption  from the  provisions  of the Public  Utility
Holding Company Act of 1935, as amended (the "Holding Company Act"), the Federal
Power  Act,  as  amended  (the  "FPA"),   and,   except  under  certain  limited
circumstances,  from state laws regarding rate or financial regulation.  (B) The
Federal Power Act,  which gives FERC  exclusive  rate-making  jurisdiction  over
wholesale sales of electricity in interstate commerce. While QFs under PURPA are
exempt from the rate-making and certain other provisions of the FPA, non-QFs are
subject to the FPA and to FERC rate-making  jurisdiction.  If any of the Trust's
electric power Projects failed to be a QF, it would have to comply with the FPA,
unless it filed for  exempt-wholesale  generator  status under the Energy Policy
Act. (C) State  Regulation.  State public utility  regulatory  commissions  have
broad  jurisdiction  over  Independent  Power  Projects  which are not QFs under
PURPA, and which are considered public utilities in many states. In states where
the wholesale or retail electricity market remains regulated,  Projects that are
not QFs may be subject to state  requirements  to obtain  certificates of public
convenience  and  necessity  to  construct  a  facility  and  could  have  their
organizational,  accounting,  financial and other corporate matters regulated on
an ongoing basis.

         (ii) Environmental Regulation.

     The  construction and operation of Projects and the exploitation of natural
resource  properties are subject to extensive federal,  state, local and foreign
laws  and  regulations  adopted  for the  protection  of  human  health  and the
environment and to regulate land use. The laws and regulations applicable to the
Trust and  Projects  in which it invests  primarily  involve  the  discharge  of
emissions into the water and air and the disposal of waste, but can also include
wetlands  preservation and noise regulation.  These laws and regulations in many
cases require a lengthy and complex  process of renewing  licenses,  permits and
approvals from federal,  state local and foreign agencies.  Obtaining  necessary
approvals  regarding the discharge of emissions  into the air is critical to the
development of a Project and can be time-consuming  and difficult.  Each Project
requires  technology  and facilities  that comply with federal,  state local and
foreign  requirements,  which sometimes  result in extensive  negotiations  with
regulatory  agencies.   Meeting  the  requirements  of  each  jurisdiction  with
authority  over a  Project  may  require  extensive  modifications  to  existing
Projects.

     Environmental,  construction,  legal,  and  labor  requirements  are  often
unclear and can change unpredictably at any time and without warning.

(d) Financial Information about Geographic Areas

     For 2002 and 2001, all revenues  recorded by the Trust were from the United
Kingdom. The financial statements of the Maine Hydro Projects, the Maine Biomass
Projects,  the Synergic Projects,  Quantum,  MetaSound and the Egyptian Projects
are not consolidated  with those of the Trust and,  accordingly,  their revenues
are not  considered  to be  operating  revenues.  As of and for the  year  ended
December 31,  2002,  income  (loss) from  sources  inside and outside the United
States and asset locations were as follows:

Geographic
Location            Income (loss)          Assets

United States      $(2,725,000)          $ 16,101,000

United Kingdom      (1,972,000)            47,627,000

Egypt                 (294,000)             3,503,000

(e)  Employees.

     The  Trust  has no  employees.  The  persons  described  below at Item 10 -
Directors and Executive  Officers of the Registrant serve as executive  officers
of the Trust and have the  duties  and  powers  usually  applicable  to  similar
officers of a Delaware corporation in carrying out the Trust business.

     REI  has   approximately  103  employees  located  in  Egypt.  UK  LTD  has
approximately 49 employees located in the United Kingdom.


Item 2.  Properties.

     Pursuant to the  Management  Agreement  between the Trust and the  Managing
Shareholder  (described at Item 10(c)),  the Managing  Shareholder  provides the
Trust with office space at the Managing  Shareholder's  principal  office at The
Ridgewood Commons, 947 Linwood Avenue, Ridgewood, New Jersey 07450.

     The following  table shows the material  properties  (relating to Projects)
owned or leased by the Trust's subsidiaries or partnerships or limited liability
companies in which the Trust has an interest.

                                                     Approximate
                                                       Square
                     Ownership  Ground   Approximate  Footage of   Description
                     Interests  Lease      Acreage    Project          of
Projects   Location  in Land  Expiration   of Land    (Actual        Project
                                                     or Projected)
Maine Hydro 14 sites  Owned       n/a        24          n/a      Hydro-
            in Maine  by joint                                     electric
                      venture*                                     facilities

UK Projects 15 sites in  Leased or  2014-  less than    n/a    Landfill gas
            England,     licensed   2015    10 acres           fueled gene-
            Scotland and by UK LTD                             ration plants
            Spain

Egyptian    18 sites    Leased      n/a    less than      n/a    Electric gen-
            in Egypt    by REI ***         10 acres            erating or
                                                               water desali-
                                                               nation facil-
                                                                ties

Maine    West Enfield  Owned       n/a     less        18,000     Wood waste-
 Bio-    and Jonesboro, by joint           than                 fired genera-
 mass    Maine          venture**           25                  tion facility

Synergics    8 sites
            in U.S.    Leased        n/a      less than    n/a    Hydro-
                       by Synergics****       15 acres            facilities

*    Joint venture equally owned by Trust and Power IV.
**   Joint venture owned by Indeck, the Trust and Power IV.
***  Joint venture owned by Trust, Growth Fund and Egypt Fund
**** Joint venture owned by the Fund and Power V.


Item 3.  Legal Proceedings.

         None.

Item 4.  Submission of Matters to a Vote of Security Holders.

         None.




PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.

     The Trust sold 932.887 Investor Shares of beneficial  interest in the Trust
in its private placement  offering,  which concluded on April 15, 1998. There is
currently no established  public trading market for the Investor  Shares and the
Trust does not intend to allow a public  trading  market to  develop.  As of the
date of this  Annual  Report on Form 10-K,  all such  Investor  Shares have been
issued and are  outstanding.  There are no  outstanding  options or  warrants to
purchase, or securities convertible into, Investor Shares.

     Investor Shares are restricted as to transferability under the Declaration.
In addition,  under federal laws regulating  securities the Investor Shares have
restrictions on transferability  when persons in a control relationship with the
Trust hold the Investor Shares. Investors wishing to transfer Shares should also
consider the  applicability  of state  securities laws. The Investor Shares have
not been and are not expected to be registered under the Securities Act of 1933,
as amended (the "1933 Act"), or under any other similar law of any state (except
for certain  registrations that do not permit free resale) in reliance upon what
the Trust believes to be exemptions from the registration requirements contained
therein.  Because  the  Investor  Shares  have  not  been  registered,  they are
"restricted securities" as defined in Rule 144 under the 1933 Act.

     The Managing  Shareholder has  investigated the possibility and feasibility
of a combination of the Trust and the Other Power Trusts into a publicly  traded
entity.  This would  require the approval of the  Investors in the Trust and the
other programs after proxy  solicitations,  complying with  requirements  of the
Securities  and  Exchange  Commission,  and a change in the  federal  income tax
status of the  Trust  from a  partnership  (which  is not  subject  to tax) to a
corporation.  The process of  considering  and effecting a  combination,  if the
decision is made to do so, will be very lengthy.  There is no assurance that the
Managing  Shareholder  will recommend a  combination,  that the Investors of the
Trust or other  programs  will  approve  it,  that  economic  conditions  or the
business results of the participants  will be favorable for a combination,  that
the combination  will be effected or that the economic results of a combination,
if effected,  will be favorable to the Investors of the Trust or other programs.
After  conducting  investigations,   the  Managing  Shareholder  concluded,  and
informed the Investors,  that given current market  conditions  caused by, among
other things,  the general U.S. economic down turn, the September 11th terrorist
attacks,  the Enron bankruptcy and general  volatility in the independent  power
business,  it is preferable to delay significant  expenditures pursuing any such
combination until market conditions, as described above, improve.

(b)  Holders

     As of the date of this Annual  Report on Form 10-K,  there are 1,620 record
holders of Investor Shares.

(c)      Dividends





     The Trust made  distributions  as follows for the years ended  December 31,
2002 and 2001:

                                         Year ended December 31,
                                            2002           2001
Total distributions to Investors        $    --             $ --
Distributions per Investor Share             --               --
Distributions to Managing Shareholder        --               --

     The Managing Shareholder  discontinued  quarterly  distributions  effective
January 1, 2001. The Trust's  decision  whether to make future  distributions to
Investors and their timing will depend on, among other things, the net cash flow
of the Trust and retention of reasonable  reserves as determined by the Trust to
cover  its  anticipated  expenses.  See  Item  7,  Management's  Discussion  and
Analysis.

     Occasionally,  distributions  may include funds derived from the release of
cash  from  operating  or  debt  services  reserves.  Further,  the  Declaration
authorizes  distributions to be made from cash flows rather than income, or from
cash reserves in some instances.  For purposes of generally accepted  accounting
principles,  amounts  of  distributions  in excess of  accounting  income may be
considered to be capital in nature.  Investors should be aware that the Trust is
organized to return net cash flow rather than accounting income to Investors.

Item 6  Selected Financial Data.

     The following data is qualified in its entirety by the financial statements
presented elsewhere in this Annual Report on Form 10-K.


                         As of and for the Years Ended December 31,
                      2002         2001          2000       1999       1998

Sales              9,120,088    6,233,030          --          --          --
Net loss          (4,991,461)  (4,239,670) (16,805,021) (4,975,059) (2,643,662)
Net assets
(shareholders'
  equity)         28,243,731   32,050,290   37,739,340  60,433,793  69,216,738
Investments in
 Plant and
 Equipment (net
 of depreciation) 21,215,872   17,752,929   11,906,363         --          --
Investment
 in Power
 Contract(net
 of
 amortization)    18,148,831    17,915,749    9,721,949          --         --
Total assets      67,231,004    61,605,609   50,365,065  62,395,597  71,735,025
Long-term
 obligations      20,838,730    14,959,385     9,980,679         --        --
Per Share of Trust:
  Revenues (loss)      9,776         6,681           --          --        --
  Net loss            (5,351)       (4,545)     (18,013)      (5,333)    (2,834)
  Net asset value     30,276        34,356       40,454       64,983     74,303
Distributions to
 Investors               --            --         4,205        4,186      4,383

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
of Operations.

Introduction

     The following  discussion and analysis  should be read in conjunction  with
the Trust's  consolidated  financial  statements and the notes thereto presented
below.  Dollar amounts in this  discussion are generally  rounded to the nearest
$1,000.

     The consolidated financial statements include the accounts of the Trust and
Waterpure  Corporation.  The Trust uses the equity method of accounting  for its
investments in the Maine Hydro Projects,  Maine Biomass Projects,  Santee River,
Quantum,  MetaSound,  the Egypt  Projects and GFG. In 2001 and 2000, the Trust's
investment in the Synergics  Hydro projects was in the form of a note receivable
and,  accordingly,  the Trust's earnings were in the form of interest income. In
2002, the Trust and the Growth Fund  completed its  acquisition of the Synergics
Hydro  projects and as a result,  the Trust uses the equity method of accounting
for its investment.

     Through  December 31, 2000,  the Trust used the equity method of accounting
for its  investment in the UK Projects  because its ability to exercise  control
over  these  projects  was  expected  to be  temporary  due to  the  anticipated
investment in these projects by the Growth Fund.  Due to delays in  construction
of the additional landfill gas plants, the Growth Fund elected to invest some of
its funds in  unrelated  projects.  As a result,  the Trust  expects to maintain
control over the  projects.  As a result,  effective  on December 31, 2000,  the
Trust  began to account for these  projects  using the  consolidation  method of
accounting.

Outlook

     The U.S.  electricity  markets are being  restructured and there is a trend
away from regulated electricity systems towards deregulated,  competitive market
structures.  The states that the Trust's  Projects operate in have passed or are
considering new legislation that would permit utility  customers to choose their
electricity  supplier  in a  competitive  electricity  market.  The Maine  Hydro
Projects  are  "Qualified  Facilities"  as  defined  under  the  Public  Utility
Regulatory  Policies Act of 1978 and  currently  sell their  electric  output to
utilities  under  long-term  contracts.  Eleven  of the  Maine  Hydro  Projects'
contracts  expire in 2008 and the remaining three expire in 2007, 2014 and 2017.
During the term of the  contracts,  the  utilities may or may not attempt to buy
out the contracts prior to expiration. At the end of the contracts, the Projects
will become  merchant plants and may be able to sell the electric output at then
current market prices.  There can be no assurance that future market prices will
be sufficient to allow the Trust's Projects to operate profitably.

     The  Maine  Hydro   Projects  have  a  limited   ability  to  store  water.
Accordingly,  the  amount of  revenue  from  electricity  generation  from these
Projects is directly related to river water flows, which have fluctuated as much
as 30%  from  the  average  over  the past  ten  years.  It is not  possible  to
accurately predict revenues from the Maine Hydro Projects.

     The Maine Biomass  Projects sold  electricity  under  short-term  contracts
during 1997. The Projects were shutdown and had minimal operations in 1998, 1999
and 2000.  One project  resumed  full time  operations  on June 1, 2001 and sold
electricity to Constellation Power Source, Inc. under a nine-month contract that
expired on February 28, 2001.  It now sells  electricity  to Select  Energy on a
month-to-month  basis.  The other project is currently  shutdown and will not be
operated  (except for required  tests)  unless sales  arrangements  are obtained
which  would  provide  sufficient  revenue  to  allow  the  Project  to  operate
profitably.

     Except for the Egyptian Projects,  all power generation  projects currently
owned by the Trust produce  electricity from renewable  energy sources,  such as
hydropower and biomass  ("renewable power," and sometimes called "green power").
In the State of Maine,  as a  condition  of  licensing,  competitive  generation
providers  and power  marketers  will have to  demonstrate  that at least 30% of
their generation portfolio is from renewable power sources.  Other states in the
New England  Power Pool have or are  expected to have  similar  renewable  power
licensing  requirements,  although the percentage of renewable power  generation
may differ from state to state.  These renewable  power  licensing  requirements
should  have a  beneficial  effect on the future  profitability  of the  Trust's
Projects.

     In Egypt,  the Trust,  Growth Fund and Egypt Fund have constructed 13 water
desalination  plants and 5 electric generation plants. The total capacity of the
water and power plants is  approximately  4,500,000 U.S.  gallons per day and 18
megawatts,  respectively.  Each  plant has a  contract  with a hotel or group of
hotels for the sale of the water or electricity  produced from the plant.  These
contracts have terms of up to thirty years.

     The Trust,  through a United  Kindgdom  subsidiary,  has purchased  fifteen
landfill  gas  fired  plants  in the  United  Kingdom  with a  capacity  of 25.5
megawatts. The Trust has a net ownership interest of 53% in the subsidiary.  The
plants sell the electricity to a quasi-autonomous  non-governmental organization
an inflation  adjusted  price for 15 years.  The  subsidiary  is  developing  10
additional projects in the United Kingdom.

     The Trust  and the  Growth  Fund  also  purchased  a note  receivable  from
Synergics for  approximately  $17 million.  The joint venture intends to acquire
nine  hydroelectric  dams owned by  Synergics  by  forgiving  the $17 million of
outstanding debt and $774,114 of accrued  interest,  and paying an additional $1
million to the  shareholders  of Synergics and paying up to an  additional  $1.7
million of Synergics' tax liabilities  that might be incurred as a result of the
sale of its  assets.  The  president  of  Synergics  agreed to vote the stock of
Synergics  beneficially  owned by him (approximately 69% of the voting stock) in
favor of a merger or other  corporate  reorganization  as specified by the Trust
and the Growth Fund that materially complies with the provisions outlined above.
On November 22, 2002, through another joint venture owned in the same proportion
as the joint  venture  that  acquired the debt of  Synergics,  the trust and the
Growth Fund acquired  100% of the  outstanding  stock of  Synergics.  The former
shareholders  of Synergics  Inc.  received 100% of the  outstanding  shares of a
subsidiary  of  Synergics  in exchange for selling the stock of Synergics to the
Trust and the Growth Fund.


     Additional  trends affecting the independent  power industry  generally are
described at Item 1 - Business.



Significant Accounting Policies

     The Trust's plant and equipment is recorded at cost and is depreciated over
its estimated  useful life.  The estimate  useful lives of the Trust's plant and
equipment  range from 3 to 15 years.  A  significant  decrease in the  estimated
useful life of a material  amount of plant and  equipment  could have a material
adverse  impact on the  Trust's  operating  results  in the  period in which the
estimate is revised and subsequent  periods.  The Trust evaluates the impairment
of its  long-lived  assets  based on  projections  of  undiscounted  cash  flows
whenever events or changes in  circumstances  indicate that the carrying amounts
of such assets may not be  recoverable.  Estimates  of future cash flows used to
test the recoverability of specific long-lived assets are based on expected cash
flows  from  the use and  eventual  disposition  of the  assets.  A  significant
reduction  in actual  cash  flows and  estimated  cash flows may have a material
adverse impact on the Trust's operating results and financial condition.

Results of Operations

The year ended December 31, 2002 compared to the year ended December 31, 2001.

     Revenues  increased by  $2,887,000,  to  $9,120,000 in 2002, as compared to
$6,233,000 in 2001. The increase is attributable to the increase in the capacity
and number of completed facilities.

     Gross  margin  decreased  from  $639,000 in 2001,  to a loss of $871,000 in
2002. The decrease is primarily  attributed to the increase in  maintenance  and
depreciation  expense  incurred as a result of the  completion of facilities and
their  operation,  as compared to the prior year when some facilities were still
under construction.

     General and administrative expenses increased $289,000, or 63%, to $750,000
in 2002  from  $461,000  in 2001.  The  increase  is  primarily  a result of the
expansion of the UK Projects.

     The management fee paid to the Managing Shareholder  decreased  $1,166,000,
or 50%, to $1,166,000 in 2002 from $2,332,000 in 2001. The decrease reflects the
Managing  Shareholder waiving the third and fourth quarter fees, whereas in 2001
the Trust was charged for a full year of management fees.

     In 2002, the Trust recorded a writedown of $854,000 for two UK sites, which
it received as part of the 2001 merger  agreement,  which will not be developed.
The Trust did not record any writedowns of projects in 2001.

     The Trust recorded a loss from operations of $3,642,000 in 2002 compared to
a loss from  operations  of  $2,439,000  in 2001,  a change of  $1,203,000.  The
increase reflects the higher general and administrative  charges,  the writedown
of investments and lower gross margin,  partially  offset by the decrease in the
management fee in 2002.

     The Trust recorded  interest  income from the note related to the Synergics
Projects of $410,000 in 2001. During the second half of 2001, drought conditions
affected  many of the  Synergics  Projects,  reducing  revenues  and cash  flows
recorded by Synergics.  As a result of these reduced cash flows  experienced  by
Synergics, the Trust ceased accruing interest effective as of October 1, 2001.

     Interest  expense  increased  $787,000,  or 80%, to  $1,766,000 in 2002, as
compared  to  $979,000  in 2001.  The  increase  is a result of the  increase in
outstanding borrowings under the UK Projects bank loan.

     Interest income, excluding interest related to the Synergics Projects note,
decreased by $79,000 or 49% to $83,000 in 2002 from $162,000 in 2001  reflecting
lower average cash balances on hand.

     The Trust recorded an equity loss of $124,000 from the Maine Hydro Projects
in 2002,  a decrease  of $239,000  from the equity loss of $363,000  recorded in
2001.   Although  the  Maine  Hydro  Projects   experienced  drought  conditions
throughout much of 2002,  resulting in the current year loss, rainfall and river
flows were greater than in 2001.

     The  Trust's  equity  loss  from the  Maine  Biomass  Projects  in 2002 was
$1,259,000  compared  $904,000 in 2001.  The equity loss  recognized  in 2002 is
primarily  due to the higher  maintenance  fees incurred as a result of the West
Enfield  plant  operating  under a normal full time  schedule,  as well as lower
capacity  revenues  received by the West  Enfield and  Jonesboro  plants.  As an
offset to the higher  maintenance  fees and lower  capacity  revenues,  the West
Enfield plant recorded  $2,008,000 of renewable energy attributes  revenue based
on its recent qualification under the RPS Regulations.

     The Trust  recorded  $33,000 of equity income related to the Egypt projects
in 2001  compared to $294,000 of losses in 2002.  The loss in 2002 is attributed
to the  increase  in  maintenance  and  depreciation  expense as a result of the
completion  of  facilities  and their  operation,  as compared to 2001 when some
facilities were still under construction.

     The Trust received $147,000 of other operating income in 2002. The proceeds
are from the  liquidation  of the Santee River Rubber  Company,  which filed for
bankruptcy in 2000.

     The Trust  recorded a provision for United Kingdom income taxes of $307,235
for the year ended December 31, 2001 on a foreign loss of $548,830. For the year
ended December 31, 2002, the Trust recorded an income tax benefit of $168,847 on
foreign loss of $2,817,152.  The income tax  benefit/provision  recorded is 30%,
the statutory  corporate tax rate of the United Kingdom,  of the net increase in
the current years temporary  differences  between the carrying amounts of assets
and liabilities for financial reporting purposes and amounts used for income tax
purposes.

     The Trust's net loss increased $752,000,  or 18%, from a loss of $4,240,000
in 2001 to a loss of $4,991,000  in 2002.  The increase in net loss is primarily
the result of the increase in loss from  operations and the increase in interest
expense.

The year ended December 31, 2001 compared to the year ended December 31, 2000.

     Total   revenues  and  cost  of  sales  of   $6,233,000   and   $5,594,000,
respectively,  in 2001 were  generated by the UK Projects.  As indicated  above,
prior to 2001 the results of operations  of the UK Projects  were  accounted for
using the equity method of accounting. As a result, the Trust did not report any
revenues or cost of sales in 2000.

     General and administrative expenses increased $223,000, or 94%, to $461,000
in  2001  from  $238,000  in  2000.  The  increase   reflects  the  general  and
administrative  costs  of the UK  Projects,  whose  results  of  operations  are
consolidated with those of the Trust effective on December 31, 2000.

     Research and development expense decreased $1,721,000,  or 86%, to $285,000
in 2001 from $2,006,000 in 2000. The decrease reflects the reduction in spending
by  Waterpure,  which  ran out of funds for  additional  spending  and  declared
bankruptcy in 2001.

     The  management  fee  paid  to  the  Managing  Shareholder  was  relatively
unchanged at $2,332,000 in 2001 compared to $2,257,000 in 2000.

     The Trust recorded a loss from operations of $2,439,000 in 2001 compared to
a loss from operations of $4,501,000 in 2000, a change of $1,472,000. The change
primarily  reflects the decrease in research  and  development  expense from the
Trust's Waterpure subsidiary.

     The Trust recorded  interest  income from the note related to the Synergics
Projects of $410,000 in 2001,  an increase of $46,000 or 13%,  from the $364,000
recorded in 2000. The Trust acquired the note in April 2000.

     Interest  expense of  $979,000  in 2001  relates to the UK  Projects  whose
operations were not consolidated with those of the Trust in 2000.

     Interest income, excluding interest related to the Synergics Projects note,
decreased  by  $191,000  or 54% to  $162,000  in  2001  from  $353,000  in  2000
reflecting lower average cash balances on hand.

     The Trust recorded an equity loss of $363,000 from the Maine Hydro Projects
in 2001,  a change of $615,000  from the equity  income of $252,000  recorded in
2000.  This  decrease is due to  extremely  low  rainfall  and river flows which
caused a significant drop in revenue in 2001 compared to 2000.

     The Trust's equity loss from the Maine Biomass Project  increased  $264,000
or 41%, to $904,000 in 2001 from $640,000 as a result of the cost of starting up
one of the  facilities in 2001 and reduced  revenue from  installed  capacity in
2001 compared to 2000.

     In  2000,  the  Trust  recorded   equity  income  (losses)  of  $(361,000),
$(717,000)  and  $(57,000)  and $79,000 from Santee  River,  MetaSound,  GFG and
Quantum,  respectively.  These  projects  were written off by the Trust in 2000,
resulting in a charge of $12,714,000.

     As a result of consolidating the UK Projects,  the Trust recorded an income
tax provision for United Kingdom taxes of $307,000 in 2001.

     In 2001, the minority  interest in loss of consolidated  income of $335,000
relates  to the  UK  Projects.  In  2000,  the  minority  interest  in  loss  of
consolidated income of $865,000 relates to the Waterpure subsidiary.

     The  Trust's  net  loss  decreased  $12,565,000  or  75%  from  a  loss  of
$16,805,000 in 2000 to $4,240,000 in 2001,  primarily  reflecting the absence of
charges for the writedown of investments in 2001.

Liquidity and Capital Resources

     In 2002 and 2001, the Trust's  operating  activities  used cash of $730,000
and $1,591,000, respectively.

     In 2002,  the  Trust's  investing  activities  used  $3,772,000,  primarily
related to capital expenditures related to the UK Projects. In 2001, the Trust's
investing activities used $9,173,000,  primarily related to capital expenditures
and acquisitions related to the UK Projects.

     In 2002,  the Trust's  financing  activities  provided cash of  $4,642,000,
primarily  related to the  borrowings  from the Bank of  Scotland  to develop UK
Projects.  The source of cash from  financing  activities  of $8,315,000 in 2001
primarily represents contributions from the Growth Fund to UK LLC and borrowings
from the Bank of Scotland to acquire UK Projects.

     During  the  fourth  quarter  of 1997,  the  Trust and its  principal  bank
executed a revolving line of credit agreement, whereby the bank provided a three
year  committed  line of credit  facility of $750,000.  The credit  facility was
extended  until  July 31,  2002.  During the third  quarter  of 2002,  the Trust
extended its revolving line of credit  agreement with its principal bank through
August 31, 2002 and  subsequently  finalized a further  extension until July 31,
2003.  The  extension  provides  the Trust  with a  committed  line of credit of
$593,000.  Outstanding  borrowings  bear interest at LIBOR plus 2.5% (3.882% and
4.376% at  December  31,  2002 and 2001,  respectively).  The  credit  agreement
requires  the Trust to provide 100% cash  collateral  for any  borrowings  after
December 31, 2002. There were no outstanding borrowings at December 31, 2002 and
2001.

     Obligations  of the Trust are generally  limited to payment of a management
fee to  the  Managing  Shareholder  and  payments  for  certain  administrative,
accounting and legal services to third persons.  Accordingly,  the Trust has not
found it necessary to retain a material amount of working capital.

     The UK Projects have collateralized long-term debt, without recourse to the
Fund, with scheduled principal payments as follows:


2003            $1,118,000
2004             1,286,000
2005             1,463,000
2006             1,649,000
2007             1,794,000
Thereafter      13,651,000

     The long-term debt is repayable in semi annual installments each March 31st
and September 30th through  September 30, 2014.  $10,305,507 of the  outstanding
debt bears interest at 7.17%,  while  $10,655,772 of the outstanding  debt bears
interest at 7.82%.  The notes are  collateralized  by  substantially  all of the
assets of the projects  and the credit  agreement  requires  that a debt service
coverage ratio of 1.4 to 1 be maintained.  At December 31, 2002, the UK Projects
outstanding debt was current and in good standing with its bank.

     The Trust is  exposed  to  foreign  currency  risk  primarily  through  its
investments in the United Kingdom and Egypt.

     The Maine Hydro  Projects,  Egyptian  Projects and UK Projects have certain
long-term  agreements that require delivery of unspecified volumes of energy and
water at fixed  prices.  These  long-term  contracts  are not  guaranteed by the
Trust.  The Trust and its  subsidiaries  anticipate  that during 2003 their cash
flow from operations will be sufficient to meet their obligations.

     In the fourth  quarter of 2002,  the Trust's  Managing  Shareholder  formed
Ridgewood  Renewable  PowerBank LLC  ("PowerBank")  and began  offering  shares.
PowerBank  raised  approximately  $12 million and  discontinued  its offering in
April 2003.  The proceeds  from this fund raising will finance the  expansion of
the United Kingdom Landfill Gas Projects.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

   Qualitative Information About Market Risk.

     The Trust's investments in financial instruments are short-term investments
of working capital or excess cash. Those  short-term  investments are limited by
its  Declaration of Trust to investments in United States  government and agency
securities  or to  obligations  of banks  having at least $5  billion in assets.
Because the Trust invests only in short-term  instruments  for cash  management,
its exposure to interest rate changes is low. The Trust has limited  exposure to
trade accounts  receivable and believes that their carrying amounts  approximate
fair value.

     The Trust's  consolidated United Kingdom Landfill Gas Projects  investments
in financial  instruments are short-term pound denominated  obligations of large
banks and trade accounts receivable and payable.

     The Trust's  primary  market risk  exposure is limited  interest  rate risk
caused by fluctuations in short-term  interest rates. The Trust's primary market
risk exposure related to its  consolidated  United Kingdom Landfill Gas Projects
is to fluctuations in the foreign  currency  exchange rates.  The Trust does not
anticipate  any changes in its primary market risk exposure or how it intends to
manage it. The Trust does not trade in market risk sensitive instruments.

Quantitative Information About Market Risk

     This table provides  information  about the Trust's  financial  instruments
that are  defined by the  Securities  and  Exchange  Commission  as market  risk
sensitive instruments.  These include only short-term U.S. government and agency
securities and bank obligations.  The table includes principal cash balances and
related weighted average interest rates by contractual maturity dates.

                                                December 31, 2002
                                              Expected Maturity Date
                                                        2003
                                                      (U.S. $)
Bank Deposits and Certificates of Deposit           $   5,000
Average interest rate                                    1.04%

                                                      (U.S. $)
Bank Deposits denominated in United Kingdom Pounds  $ 2,925,000
Average interest rate                                    2.75%



<PAGE>

Item 8.  Financial Statements and Supplementary Data.

A.  Index to Consolidated Financial Statements

Report of Independent Accountants                      F-2
Consolidated Balance Sheets at December 31,
  2002 and 2001                                        F-3
Consolidated Statements of Operations for the
  three years ended December 31, 2002                  F-4
Consolidated Statements of Comprehensive Loss for
 the three years ended December 31, 2002               F-5
Consolidated Statements of Changes in Shareholders'
  Equity for the three years ended December 31, 2002   F-5
Consolidated Statements of Cash Flows for the three
  years ended December 31, 2002                        F-6
Notes to Consolidated Financial Statements             F-8 to F-26

Financial Statements for Maine Biomass Projects


 B. Supplementary Financial Information

Selected Quarterly Financial Data for the years ended December 31, 2002 and 2001
(Unaudited)


                                                 2002

                          First          Second          Third         Fourth
                         Quarter         Quarter        Quarter        Quarter
                       -----------    -----------    ------------   -----------
Revenue ............   $ 1,683,000    $ 2,081,000    $ 2,046,000    $ 3,310,000
Loss from operations    (1,116,000)      (872,000)      (717,000)      (937,000)
Net loss ...........    (1,588,000)      (978,000)      (269,000)    (2,156,000)




                                                 2001
                       -----------    -----------    -----------    -----------
                          First         Second          Third         Fourth
                         Quarter        Quarter        Quarter        Quarter
                       -----------    -----------    -----------    -----------

Revenue ............   $ 1,991,000    $   911,000    $ 1,514,000    $ 1,817,000
Loss from operations      (337,000)      (887,000)      (117,000)    (1,099,000)
Net loss ...........      (680,000)      (714,000)      (519,000)    (2,327,000)

<PAGE>

                        Report of Independent Accountants


To the Shareholders of
Ridgewood Electric Power Trust V:

In our opinion,  the  accompanying  consolidated  balance sheets and the related
consolidated  statements  of  operations  and  comprehensive  loss,  changes  in
shareholders'  equity and cash flows present fairly,  in all material  respects,
the financial  position of Ridgewood Electric Power Trust V and its subsidiaries
(the "Trust") at December 31, 2002 and 2001, and the results of their operations
and their cash flows for each of the three  years in the period  ended  December
31, 2002, in conformity with  accounting  principles  generally  accepted in the
United States of America.  These financial  statements are the responsibility of
the Trust's  management;  our  responsibility  is to express an opinion on these
financial  statements  based on our  audits.  We  conducted  our audits of these
statements  in  accordance  with auditing  standards  generally  accepted in the
United  States of America,  which  require that we plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting the amounts and  disclosures in the financial  statements,  assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.



PricewaterhouseCoopers LLP
Florham Park, NJ
May 29, 2003


<PAGE>



Ridgewood Electric Power Trust V
Consolidated Balance Sheets
--------------------------------------------------------------------------------

                                                            December 31,
Assets:                                                 2002            2001
                                                    ------------    ------------
Cash and cash equivalents ......................   $  2,930,224    $  2,519,330
Accounts receivable, trade .....................      3,615,902       2,464,557
Due from affiliates ............................      1,796,530         435,823
Other current assets ...........................        461,019         334,859
                                                    ------------    ------------
       Total current assets ....................      8,803,675       5,754,569
                                                    ------------    ------------
Plant and equipment ............................     25,420,611      20,040,217
Less - Accumulated depreciation ................     (4,204,739)     (2,287,288)
                                                    ------------    ------------
      Plant and equipment, net .................     21,215,872      17,752,929
                                                    ------------    ------------
Electric power sales contracts
and other intangibles ..........................     21,865,668      19,891,901
Less - Accumulated amortization ................     (3,716,837)     (1,976,152)
                                                    ------------    ------------
      Electric power sales contracts
       and other intangibles, net ..............     18,148,831      17,915,749
                                                    ------------    ------------
Investments:
    Maine Hydro Projects .......................      4,405,278       4,879,015
    Maine Biomass Projects .....................      3,896,576       4,830,991
    Egypt Projects .............................      3,502,819       3,836,912
    Synergics Projects .........................      5,887,389       5,869,109
    CLP Spanish Landfill Projects ..............      1,370,564         766,335
                                                    ------------    ------------
         Total assets ..........................   $ 67,231,004    $ 61,605,609
                                                    ------------    ------------
Liabilities and shareholders' equity:
Liabilities:
Current portion of long-term debt ..............   $  1,118,497    $    609,550
Accounts payable and accrued expenses ..........      3,263,091       3,234,486
Due to affiliates ..............................      3,182,056         343,057
                                                    ------------    ------------
         Total current liabilities .............      7,563,644       4,187,093
                                                    ------------    ------------
Long-term debt, less current portion ...........     19,842,782      13,878,183
Deferred income taxes ..........................        918,249       1,081,202
Other non-current liabilities ..................         77,699            --
Minority interest ..............................     10,584,899      10,408,841

Commitments and contingencies

Shareholders' equity:
    Shareholders' equity (932.8875
     investor shares issued and
     outstanding) ..............................     28,753,490      32,521,983
    Managing shareholder's
     accumulated deficit (1 management
     share issued and outstanding) .............       (509,759)       (471,693)
                                                    ------------    ------------
         Total shareholders' equity ............     28,243,731      32,050,290
                                                    ------------    ------------
         Total liabilities and
          shareholders' equity .................   $ 67,231,004    $ 61,605,609
                                                    ------------    ------------




        See accompanying notes to the consolidated financial statements.


<PAGE>





Ridgewood Electric Power Trust V
Consolidated Statements of Operations
--------------------------------------------------------------------------------

                                           Year Ended December 31,
                             -----------------------------------------------
                                  2002            2001            2000
                             --------------   -------------   --------------
Power generation
 revenue .......................   $  9,120,088    $  6,233,030    $       --
Cost of sales,
 including depreciation
 and amortization of
 $2,978,809 and
 $2,042,387 in
 2002 and 2001 .................      9,991,516       5,594,142            --
                                   ------------    ------------    ------------
Gross margin ...................       (871,428)        638,888            --

General and
 administrative expenses .......        750,240         461,138         238,161
Management fee paid
 to managing shareholder .......      1,166,112       2,332,224       2,257,357
Research and development .......           --           285,429       2,005,494
Write down of
 investments in
 power generation
 projects ......................        854,367            --              --
                                   ------------    ------------    ------------
Total other
 operating expenses ............      2,770,719       3,078,791       4,501,012

Loss from operations ...........     (3,642,147)     (2,439,903)     (4,501,012)

Other income (expense):
  Interest income ..............         82,691         162,250         352,638
  Interest income
  from Synergics Projects ......           --           409,825         364,289
  Interest expense .............     (1,765,644)       (978,407)           --
  Equity interest
   in income (loss) of:
    Maine Hydro Projects .......       (124,495)       (362,509)        252,250
    Maine Biomass Projects .....     (1,259,415)       (904,297)       (639,984)
    MetaSound Systems ..........           --              --          (717,135)
    Quantum Conveyor ...........           --              --            79,280
    Santee River Rubber ........           --              --          (361,042)
    Synergics Projects .........        (23,499)           --              --
    Egypt Projects .............       (294,442)         32,959           5,008
    CLP Spanish
     Landfill Projects .........         94,781          18,336            --
    GFG ........................           --              --           (57,379)
    United Kingdom
     Landfill Projects .........           --              --           551,520
  Other income (expenses) ......        147,096        (206,167)       (283,874)
  Write down
   of investments ..............           --              --       (12,714,090)
                                   ------------    ------------    ------------
        Other expense, net .....     (3,142,927)     (1,828,010)    (13,168,519)
                                   ------------    ------------    ------------

Loss before taxes ..............     (6,785,074)     (4,267,913)    (17,669,531)

Income tax
(benefit) expense ..............       (168,847)        307,235            --
                                   ------------    ------------    ------------

Loss before
 minority interest .............     (6,616,227)     (4,575,148)    (17,669,531)

Minority interest
 in loss of consolidated
   subsidiaries ................      1,624,766         335,478         864,510
                                   ------------    ------------    ------------

Net loss .......................   $ (4,991,461)   $ (4,239,670)   $(16,805,021)
                                   ------------    ------------    ------------


         See accompanying notes to the consolidated financial statements.


<PAGE>



Ridgewood Electric Power Trust V
Consolidated Statements of Changes In Shareholders' Equity
For The Years Ended December 31, 2002, 2001 and 2000
--------------------------------------------------------------------------------

                                      Subscription     Managing
                    Shareholders       Receivable     Shareholder       Total
                   -------------    --------------   ------------- ------------
Shareholders'
equity,
January 1,2000 .   $ 60,644,421    $    (23,000)   $   (187,628)   $ 60,433,793

Capital
contributions,
net ............           --            23,000            --            23,000

Cash
distributions ..     (3,922,376)           --           (39,620)     (3,961,996)

Net loss
for
the year .......    (16,636,971)           --          (168,050)    (16,805,021)

Cumulative
translation
adjustment .....     (1,930,932)           --           (19,504)     (1,950,436)
                   ------------    ------------    ------------    ------------
Shareholders'
equity,
December 31,2000     38,154,142            --          (414,802)     37,739,340

Net loss
for
the year .......     (4,197,273)           --           (42,397)     (4,239,670)

Cumulative
translation
adjustment .....     (1,434,886)           --           (14,494)     (1,449,380)
                   ------------    ------------    ------------    ------------
Shareholders'
equity,
December 31,2001     32,521,983            --          (471,693)     32,050,290

Net loss
for
the year .......     (4,941,546)           --           (49,915)     (4,991,461)

Cumulative
translation
adjustment .....      1,173,053            --            11,849       1,184,902
                   ------------    ------------    ------------    ------------

Shareholders'
equity,
December 31,2002   $ 28,753,490    $       --      $   (509,759)   $ 28,243,731
                   ------------    ------------    ------------    ------------


        See accompanying notes to the consolidated financial statements.




Ridgewood Electric Power Trust V
Consolidated Statements of Comprehensive Loss
--------------------------------------------------------------------------------

                                    Year Ended December 31,
                         --------------------------------------------
                             2002            2001            2000
                         ------------    ------------    ------------

Net loss .............   $ (4,991,461)   $ (4,239,670)   $(16,805,021)

Cumulative translation
adjustment ...........      1,184,902      (1,449,380)     (1,950,436)
                         ------------    ------------    ------------

Comprehensive loss ...   $ (3,806,559)   $ (5,689,050)   $(18,755,457)
                         ------------    ------------    ------------

        See accompanying notes to the consolidated financial statements.


<PAGE>





Ridgewood Electric Power Trust V
Consolidated Statements of Cash Flows
--------------------------------------------------------------------------------


                                           Year Ended December 31,
                                     2002            2001             2000
                                 -------------    -------------    ------------
Cash flows from
 operating activities:
Net loss ....................    $ (4,991,461)    $ (4,239,670)    $(16,805,021)
Adjustments to
 reconcile net loss
 to net cash used
 in operating
 activities, net
 of acquired businesses:
Depreciation and
 amortization ...............       2,978,809        2,042,387             --
Vesting of
 employee
 stock options ..............         309,217             --               --
Minority
 interest in
 loss of
 subsidiaries ...............      (1,624,766)        (335,478)        (864,510)
Interest income
 from Synergics
 Projects ...................            --           (409,825)        (364,289)
Write down
 of investments .............         854,367             --         12,714,090
Equity interest
 in (income) loss of:
    Maine Hydro
     Projects ...............         124,495          362,509         (252,250)
    Maine Biomass
     Projects ...............       1,259,415          904,297          639,984
    MetaSound
     Systems ................            --               --            717,135
    Quantum
     Conveyor ...............            --               --            (79,280)
    Santee River
     Rubber .................            --               --            361,042
    Synergics
     Projects ...............          23,499             --               --
    Egypt
     Projects ...............         294,442          (32,959)          (5,008)
    CLP Spanish
     Landfill
     Projects ...............         (94,781)         (18,336)            --
    GFG .....................            --               --             57,379
    United Kingdom
     Landfill Projects ......            --               --           (551,520)
Changes in assets
 and liabilities, net of
 acquired businesses:
Increase in
 accounts
 receivable, trade ..........        (835,800)      (1,334,833)            --
(Increase) decrease
 in other
 current assets .............        (126,160)         763,395          (20,661)
(Decrease) increase
 in accounts payable
 and accrued expenses .......        (192,517)         947,640          376,019
Increase in other
 non-current
 liabilities ................          72,826             --               --
(Decrease) increase
 in deferred
 income taxes ...............        (259,482)         333,812             --
Increase (decrease)
 in due to/from
 affiliate, net .............       1,043,182         (574,351)         707,592
                                 ------------     ------------     ------------
Total
 adjustments ................       3,826,746        2,648,258       13,435,723
                                 ------------     ------------     ------------
        Net cash used in
         operating
         activities .........      (1,164,715)      (1,591,412)      (3,369,298)
                                 ------------     ------------     ------------
Cash flows from
 investing activities:
Capital
 expenditures ...............      (3,358,550)      (6,800,747)            --
Cash paid for
 acquired business,
 net of cash
 received ...................            --         (3,627,867)            --
Investment in
 Maine Biomass
 Projects ...................        (325,000)        (250,000)        (300,000)
Investment
 in Santee River
 Rubber .....................            --               --           (354,667)
Investment in
 Synergics
 Projects ...................         (41,779)            --         (5,094,995)
Investment in
 Egypt Projects .............            --               --         (2,208,896)
Investment in CLP
 Spanish Landfill
 Projects ...................        (395,887)            --               --
Distributions from
 Maine Hydro
 Projects ...................         349,242          105,424          568,807
Distributions
 from United Kingdom
 Landfill Projects ..........            --               --          1,517,760
Distributions
 from
 Egypt Projects .............            --          1,399,982             --
Cash acquired
 by consolidation
 of United Kingdom
 Landfill Projects ..........            --               --          3,404,243
                                 ------------     ------------     ------------
        Net cash used
         in investing
         activities .........      (3,771,974)      (9,173,208)      (2,467,748)
                                 ------------     ------------     ------------



        See accompanying notes to the consolidated financial statements.

<PAGE>





Ridgewood Electric Power Trust V
Consolidated Statements of Cash Flows    (continued)
--------------------------------------------------------------------------------


                                             Year Ended December 31,
                               ------------------------------------------------
                                    2002             2001             2000
                               ---------------   ------------    --------------
Cash flows
 from financing
 activities:
Borrowings under
 line of credit
 facility ......................      5,504,004       3,438,589            --
Repayments under
 line of credit
 facility ......................       (866,895)       (600,803)           --
Short term advances
 from affiliates ...............        435,110            --              --
Contributions
 to United Kingdom
 Landfill Projects by
 minority member ...............          4,491       5,817,006            --
Proceeds from
 shareholders'
 contributions .................           --              --            23,000
Cash distributions
 to shareholders ...............           --              --        (3,961,996)
                                   ------------    ------------    ------------
        Net cash provided
         by (used in)
         financing activities ..      5,076,710       8,654,792      (3,938,996)
                                   ------------    ------------    ------------
Effect of exchange
 rate on cash and
 cash equivalents ..............        270,873        (101,923)       (252,061)
Net increase (decrease)
 in cash and cash
 equivalents ...................        410,894      (2,211,751)    (10,028,103)
Cash and cash
 equivalents,
 beginning of year .............      2,519,330       4,731,081      14,759,184
                                   ------------    ------------    ------------
Cash and cash
 equivalents,
 end of year ...................   $  2,930,224    $  2,519,330    $  4,731,081
                                   ------------    ------------    ------------




        See accompanying notes to the consolidated financial statements.

<PAGE>


Ridgewood Electric Power Trust V
Notes to the Consolidated Financial Statements
--------------------------------------------------------------------------------


1.  Organization and Purpose

Nature of Business
Ridgewood Electric Power Trust V (the "Trust") was formed as a Delaware business
trust in March 1996,  by  Ridgewood  Energy  Holding  Corporation  acting as the
Corporate Trustee.  The managing shareholder of the Trust is Ridgewood Renewable
Power LLC (the "Managing Shareholder"). The Trust began offering shares on April
12,  1996 and  discontinued  its  offering on April 15,  1998.  The Trust had no
operations prior to the commencement of the share offering.

The Trust has been organized to invest primarily in independent power generation
facilities,  in the development of these facilities and in other projects. These
independent power generation  facilities will include  cogeneration  facilities,
which produce both  electricity  and heat energy and other power plants that use
various fuel sources  (except  nuclear).  In the past, the Trust has invested in
opportunities outside of independent power generation facilities.

Ridgewood Energy Holding Corporation,  a Delaware corporation,  is the Corporate
Trustee of the Trust.  The  Corporate  Trustee acts on the  instructions  of the
Managing  Shareholder  and is not authorized to take  independent  discretionary
action on behalf of the Trust.

2.  Summary of Significant Accounting Policies

Principles of consolidation
The consolidated  financial statements include the accounts of the Trust and its
controlled  subsidiaries.  All  material  intercompany  transactions  have  been
eliminated.

The Trust uses the equity method of accounting for its investments in affiliates
which are 50% or less owned if the Trust has the ability to exercise significant
influence  over the operating and financial  policies of the affiliates but does
not control the  affiliate.  The Trust's share of the earnings of the affiliates
is included in the Consolidated Statements of Operations.

Critical accounting policies and estimates
The preparation of consolidated  financial statements requires the Trust to make
estimates  and   judgements   that  affect  the  reported   amounts  of  assets,
liabilities, sales and expenses, and related disclosure of contingent assets and
liabilities. On an on-going basis, the Trust evaluates its estimates,  including
provision     for    bad    debts,     carrying     value    of     investments,
amortization/depreciation  of plant and equipment  and  intangible  assets,  and
recordable  liabilities for litigation and other contingencies.  The Trust bases
its  estimates on historical  experience,  current and expected  conditions  and
various  other  assumptions  that  are  believed  to  be  reasonable  under  the
circumstances,  the results of which form the basis for making  judgements about
the carrying values of assets and liabilities that are not readily apparent from
other sources.  Actual results may differ from these  estimates  under different
assumptions or conditions.

New Accounting Standards and Disclosures

SFAS 141
In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial  Accounting  Standards ("SFAS") 141, Business  Combinations,  which
eliminates   the   pooling-of-interest   method  of   accounting   for  business
combinations and requires the use of the purchase method. In addition,  SFAS 141
requires  the  reassessment  of  intangible  assets  to  determine  if they  are
appropriately  classified  either  separately  or within  goodwill.  SFAS 141 is
effective for business  combinations  initiated  after June 30, 2001.  The Trust
adopted SFAS 141 on July 1, 2001,  with no material  impact on the  consolidated
financial statements.


SFAS 142
In June 2001, the FASB issued SFAS 142,  Goodwill and Other  Intangible  Assets,
which  eliminates the  amortization  of goodwill and other  acquired  intangible
assets  with  indefinite  economic  useful  lives.  SFAS 142  requires an annual
impairment test of goodwill and other intangible  assets that are not subject to
amortization. Other intangible assets with definite economic lives will continue
to be amortized  over their useful  lives.  The Trust adopted SFAS 142 effective
January  1,  2002,  with  no  material  impact  on  the  consolidated  financial
statements.

SFAS 143
In June  2001,  the FASB  issued  SFAS  143,  Accounting  for  Asset  Retirement
Obligations, on the accounting for obligations associated with the retirement of
long-lived  assets.  SFAS 143  requires  a  liability  to be  recognized  in the
consolidated  financial  statements for retirement  obligations meeting specific
criteria.  Measurement of the initial  obligation is to approximate  fair value,
with  an  equivalent  amount  recorded  as an  increase  in  the  value  of  the
capitalized  asset.  The asset will be  depreciated  in  accordance  with normal
depreciation  policy and the  liability  will be increased for the time value of
money, with a charge to the income  statement,  until the obligation is settled.
SFAS 143 is effective for fiscal years  beginning after June 15, 2002. The Trust
will  adopt  SFAS 143  effective  January  1,  2003 and has  assessed  that this
standard will not have a material impact on the Trust.

SFAS 144
In August  2001,  the FASB issued SFAS 144,  Accounting  for the  Impairment  or
Disposal of  Long-Lived  Assets,  which  replaces SFAS 121,  Accounting  for the
Impairment of Long-lived Assets and for Long-Lived Assets to Be Disposed Of. For
long-lived assets to be held and used, SFAS 144 retains the requirements of SFAS
121 to (a)  recognize  an  impairment  loss only if the  carrying  amount is not
recoverable from  undiscounted  cash flows and (b) measure an impairment loss as
the  difference  between the  carrying  amount and fair value of the asset.  For
long-lived  assets to be disposed of, SFAS 144  establishes a single  accounting
model based on the framework  established in SFAS 121. The accounting  model for
long-lived  assets to be disposed of by sale applies to all  long-lived  assets,
including discontinued operations and replaces the provisions of APB Opinion No.
30, Reporting the Results of Operations - Reporting the Effects of Disposal of a
Segment of a Business,  and  Extraordinary,  Unusual and Infrequently  Occurring
Events and  Transactions,  for the disposal of segments of a business.  SFAS 144
also broadens the reporting of discontinued  operations.  The Trust adopted SFAS
144  effective  January 1, 2002,  with no  material  impact on the  consolidated
financial statements.

SFAS 145
In April 2002, the FASB issued SFAS No. 145,  Rescission of FASB  Statements No.
4, 44, and 64,  Amendment of FASB  Statement No. 13, and  Technical  Correction.
SFAS No. 145 eliminates extraordinary accounting treatment for reporting gain or
loss  on  debt   extinguishment,   and  amends  other   existing   authoritative
pronouncements  to make various  technical  corrections,  clarify  meanings,  or
describe their applicability under changed conditions. The Trust will adopt SFAS
145  effective  January 1, 2003 and has  determined  that this standard will not
have a material impact on the Trust.

SFAS 146
In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with
Exit or Disposal  Activities.  SFAS No. 146 requires  recording costs associated
with exit or disposal  activities at their fair values when a liability has been
incurred.  The Trust  will  adopt  SFAS 146  effective  January  1, 2003 and has
determined that this standard will not have a material impact on the Trust.

FIN 45
In  November  2002,  the FASB  issued  FASB  Interpretation  No. 45 ("FIN  45"),
"Guarantor's  Accounting and Disclosure  Requirements for Guarantees,  Including
Indirect  Guarantees  and  Indebtedness  of Others."  FIN 45  elaborates  on the
disclosures  to be made by the  guarantor  in its interim  and annual  financial
statements about its obligations under certain guarantees that it has issued. It
also requires  that a guarantor  recognize,  at the inception of a guarantee,  a
liability  for the fair  value  of the  obligation  undertaken  in  issuing  the
guarantee.   The  initial   recognition  and  measurement   provisions  of  this
interpretation  are  applicable on a prospective  basis to guarantees  issued or
modified  after  December  31,  2002;  while the  provisions  of the  disclosure
requirements are effective for financial statements of interim or annual reports
ending after December 15, 2002.  The Trust adopted the disclosure  provisions of
FIN 45  during  the  fourth  quarter  of 2002  with no  material  impact  to the
consolidated financial statements.

FIN 46
In January 2003, the FASB issued FASB  Interpretation No. 46,  "Consolidation of
Variable  Interest  Entities" ("FIN 46") which changes the criteria by which one
company includes another entity in its consolidated financial statements. FIN 46
requires  a variable  interest  entity to be  consolidated  by a company if that
company is subject to a majority of the risk of loss from the variable  interest
entity's  activities or entitled to receive a majority of the entity's  residual
returns or both. The  consolidation  requirements of FIN 46 apply immediately to
variable  interest  entities  created after  January 31, 2003,  and apply in the
first  fiscal  period  beginning  after June 15,  2003,  for  variable  interest
entities  created prior to February 1, 2003. The Trust will adopt the disclosure
provisions  of FIN 46  effective  June  15,  2003  and has  determined  that the
adoption will not have a material impact on the Trust's  consolidated  financial
statements.

Cash and cash equivalents
The Trust considers all highly liquid investments with maturities when purchased
of  three  months  or  less to be cash  and  cash  equivalents.  Cash  and  cash
equivalents consist of commercial paper and funds deposited in bank accounts.

Impairment of Long-Lived Assets and Intangibles
In  accordance  with  the  provisions  of SFAS  No.  144,  the  Trust  evaluates
long-lived   assets,   such  as  fixed  assets  and  specifically   identifiable
intangibles,  when events or changes in circumstances indicate that the carrying
value of such assets may not be  recoverable.  The  determination  of whether an
impairment  has occurred is made by comparing the carrying  value of an asset to
the  estimated  undiscounted  cash  flows  attributable  to  that  asset.  If an
impairment has occurred,  the impairment  loss recognized is the amount by which
the carrying value exceeds the discounted  cash flows  attributable to the asset
or the estimated fair value of the asset.

Plant and equipment
Plant and equipment,  consisting principally of electrical generating equipment,
is stated at cost. Major renewals and betterments that increase the useful lives
of the assets are capitalized. Repair and maintenance expenditures that increase
the  efficiency of the assets are expensed as incurred.  The Trust  periodically
assesses the recoverability of plant and equipment,  and other long-term assets,
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable.

Depreciation  is recorded  using the  straight-line  method  over the  estimated
useful  life of the  assets,  which  ranges  from 4 to 20 years  with a weighted
average  of 15 years at  December  31,  2002 and 2001.  During  the years  ended
December  31,  2002  and  2001,  the  Trust  recorded  depreciation  expense  of
$1,555,486 and $1,105,191, respectively.

Electric power sales contracts and other intangibles
A portion of the  purchase  price of the United  Kingdom  Landfill  Projects was
assigned to the Electric Power Sales  Contracts and is being  amortized over the
life on the contracts (15 years) on a  straight-line  basis.  The electric power
sales  contracts  are  reviewed  for  impairment  whenever  events or changes in
circumstances  indicate  that  the  carrying  amount  of the  assets  may not be
recoverable.  During  the years  ended  December  31,  2002 and 2001,  the Trust
recorded  amortization  expense of $1,423,320  and $937,196,  respectively.  The
Trust  expects  to record  amortization  expense  during  the next five years as
follows:

                            Year Ended
                            December 31,     Amortization
                           -------------     ------------
                                2003         $1,423,320
                                2004          1,423,320
                                2005          1,423,320
                                2006          1,423,320
                                2007          1,423,320

Revenue recognition
Power  generation  revenue is  recorded in the month of  delivery,  based on the
estimated  volumes  sold to  customers  at rates  stipulated  in the power sales
contracts.  Adjustments  are made to reflect actual  volumes  delivered when the
actual information  subsequently  becomes  available.  Billings to customers for
power  generation  generally occurs during the month following  delivery.  Final
billings do not vary significantly  from estimates.  Interest income is recorded
when earned and dividend income is recorded when declared.

Foreign currency translation
The  consolidated   financial   statements  of  the  Trust's  non-United  States
subsidiaries  utilize  local  currency  as  their  functional  currency  and are
translated  into United States  dollars  using  current rates of exchange,  with
gains or losses included in the cumulative translation adjustment account in the
shareholders' equity section of the Consolidated Balance Sheets.

Significant Customers
The  Trust  sells  all  of  the  electricity  it  produces  to  quasi-autonomous
non-governmental  organizations that purchase electricity generated by renewable
sources (such as landfill gas power  plants) on behalf of all British  utilities
in order to meet  British  environmental  protection  goals.  The  Trust did not
record  revenues in 2000 since the Trust did not  consolidate the United Kingdom
Landfill  Projects  during  this  year  (see  Note 3,  United  Kingdom  Landfill
Projects).

Stock-Based Compensation
A  subsidiary  of the Trust has a plan which  allows for the  granting  of stock
options.   The  Trust  applies  FASB  No.  123,   Accounting   for   Stock-Based
Compensation,   in  accounting  for  its  stock  option   grants.   Accordingly,
compensation  expense is recognized for fixed stock options as if the fair value
of all stock  options as of the grant date were  recognized  as expense over the
vesting  period in accordance  with SFAS No. 123. The  outstanding  stock option
grants vest over a three year period and have an exercise life of ten years from
the date of grant.  For the year ended  December  31, 2002,  the Trust  recorded
compensation expense of $309,217.

Supplemental cash flow information
Total  interest  paid  during the years  ended  December  31,  2002 and 2001 was
$1,765,644 and $961,246, respectively.

For the year ended December 31, 2001 the Trust paid income taxes of $27,385.

In  connection  with the  acquisition,  (see  Note 3,  United  Kingdom  Landfill
Projects) on October 16, 2001 a subsidiary of the Trust issued 3,500,000 shares,
to a minority shareholder.

Income taxes
The Trust  recorded a provision for United  Kingdom income taxes of $307,235 for
the year ended  December 31, 2001 on a foreign  loss of  $548,830.  For the year
ended December 31, 2002, the Trust recorded an income tax benefit of $168,847 on
foreign loss of $2,817,152.  The income tax  benefit/provision  recorded is 30%,
the statutory corporate tax rate of the United Kingdom. At December 31, 2002 and
2001,  the Trust had a  deferred  tax  liability  of  $918,249  and  $1,081,202,
respectively. The significant component of the Trust's deferred tax liability is
attributable to the accelerated depreciation on its plant and equipment.

The Trust does not pay or record United States income taxes on the undistributed
earnings of its foreign  subsidiaries,  where management has determined that the
earnings are  permanently  reinvested in the entities that  produced  them.  The
cumulative  undistributed earnings are included in "Shareholders' Equity" on the
Consolidated Balance Sheets. No provision is made for United States income taxes
in the accompanying consolidated financial statements as the income or losses of
the Trust are passed  through and included in the tax returns of the  individual
shareholders of the Trust. At December 31, 2002 and 2001, the Trust's net assets
had a tax basis of $50,538,258 and $53,243,633, respectively.

The following is a  reconciliation  of the income tax benefit computed using the
statutory foreign income tax rate to the actual income tax (benefit) expense and
its effective income tax rate.

                                             As of December 31,
                                     2002                         2001
                            ---------------------------------------------------
                              Amount     Percent of      Amount     Percent of
                                          pretax                       pretax
                                          income                       income
                            -----------------------   -------------------------

Income tax
 benefit at
 foreign statutory
 rate ..................    $(2,035,522)     (30.0%)  $(1,280,374)     (30.0%)
U.S. pass
 thru expenses .........        905,842       13.4%     1,156,619       27.1%
Amortization
 of foreign
 intangibles ...........        524,528        7.7%       281,159        6.6%
Other ..................        436,305        6.4%       149,831        3.5%
                            -----------       ----      -----------     ----
Income tax
(benefit) expense ......       (168,847)      (2.5%)      307,235        7.2%
                            -----------       ----      -----------     ----

Reclassification
Certain items in previously  issued financial  statements have been reclassified
for comparative purposes.

3.  Projects

Consolidated Investments

United Kingdom Landfill Projects
In 1999,  the Trust formed  Ridgewood UK LLC ("UK LLC"),  which in turn formed a
subsidiary  Ridgewood UK Ltd  ("Ridgewood  UK"). On June 30, 1999,  Ridgewood UK
purchased  100% of the equity in six landfill gas power plants  located in Great
Britain.  The  total  purchase  price was  $16,667,567,  including  $617,567  of
acquisition  costs.  Ridgewood  UK had the right to acquire  other  landfill gas
plants  under  development  in Great  Britain.  During  2001,  the  Growth  Fund
contributed  $5,817,006 to UK LLC in return for an equity share of approximately
30%. Bank financing and approximately $3,400,000 of the invested funds were used
to acquire four landfill gas power plants with a capacity of 5.3 megawatts.  The
total purchase price of the acquired  plants was  approximately  $5,800,000,  of
which  $2,100,000 was assigned to the electric power sales  contracts  acquired,
which will be amortized over the life of the contract (15 years).  The remaining
invested funds of $2,000,000 were used in the October 16, 2001 merger  described
below.

The Trust  accounted  for these  projects  using the equity  method  because its
ability to exercise  control  over the  projects  was  expected to be  temporary
because the Growth Fund was originally  expected to ultimately  contribute  more
capital to Ridgewood  UK than the Trust.  Due to delays in  construction  of the
additional  landfill  gas plants,  the Growth Fund elected to invest some of its
funds in unrelated projects.  As a result, the Trust expects to maintain control
over the projects. As a result,  effective December 31, 2000, the Trust began to
account for these projects using the consolidation  method of accounting.  Under
the  terms of a merger  agreement  (the  "UK  Merger"),  on  October  16,  2001,
Ridgewood UK,  through the issuance of 24% of its shares and  $2,000,000  cash ,
acquired  certain of the assets  and  liabilities  of CLP  Services,  Ltd.,  CLP
Development,  Ltd and CLP Envirogas,  Ltd.  (collectively  the  "Management  and
Development  Companies")  and the equity and debt of new landfill  projects (the
"UK Merger"  transaction).  The Management and Development  Companies previously
developed  the various  United  Kingdom  Landfill  Gas  Projects and managed and
operated the projects  after they were sold to Ridgewood UK. UK Ltd. was renamed
CLP Envirogas  Limited in 2001. The Trust and the Growth Fund own  approximately
70% and 30%,  respectively,  of UK LLC, which in turn owns  approximately 76% of
Ridgewood UK.

In return for the stock  issuance  and  $2,000,000  cash,  Ridgewood UK received
plant and equipment valued at approximately $4,201,000, a 50% equity interest in
landfill projects valued at approximately  $744,000,  cash of $454,000 and other
assets with an approximate value of $1,000,000. In accordance with the UK Merger
agreement,   Ridgewood  UK  assumed  liabilities  of  approximately  $3,058,000.
Ridgewood UK assigned the electric  power sales  contacts and other  intangibles
acquired a value of $6,781,000, which will be amortized over the 15 year life of
the contacts.

Certain  unrelated  shareholders  of  Ridgewood  UK are  attempting  to renovate
certain older projects in the United  Kingdom.  Under the terms of the UK Merger
agreement,  if they are successful in renovating these projects and the projects
meet certain  performance  tests,  Ridgewood UK will be obligated to acquire the
renovated projects in exchange for the issuance of additional shares. The number
of shares to be issued is dependent on the projected  financial  performance  of
the renovated  projects.  If Ridgewood UK issues the maximum number of shares to
acquire the renovated  projects,  the Company's  ownership of Ridgewood UK would
fall from  76.3% to  63.5%.  During  2002,  the  parties  mutually  agreed  that
Ridgewood  UK would not  acquire  the defined  older  projects  and would not be
required to issue any additional shares in relation to these projects.

Under the terms of the UK merger,  certain  directors and employees of Ridgewood
UK have received  vested options to acquire shares in Ridgewood UK. The price to
exercise  the  options is equal to the share  price of UK Ltd at the time of the
merger.  If  all  the  options  were  exercised,   Ridgewood  UK  would  receive
approximately  $2.9 million  from the exercise of the options and the  Company's
ownership of Ridgewood UK would fall from 76.3% to 67.2%.

Through October 16, 2001, CLP Services  Limited  ("CLPS"),  provided  day-to-day
services to the projects.  CLPS was paid a flat fee of  approximately  1.2 cents
per kilowatt-hour for those services (adjusted for increases in the Retail Price
Index)  and was  eligible  for  bonus  payments  if a  project's  actual  annual
electricity   output   exceeded  90%  of  its  capacity.   CLPS  was  also  paid
approximately  $88,000 per year (also adjusted for increases in the Retail Price
Index) for management services for the various companies owning the ten existing
projects. The gas extraction and cleaning systems for the landfills was operated
by CLPS for no additional  cost.  The UK Merger on October 16, 2001  effectively
terminated the agreement  making  Ridgewood UK responsible for its own operating
expenses,  which include  development and administrative,  operation,  labor and
maintenance activities for all of its UK Projects.

Ridgewood UK owns 15 plants with an  installed  capacity of 25.5  megawatts  and
sells  the   electricity   under  15  year   contracts  to  a   quasi-autonomous
non-governmental  organization that purchases electricity generated by renewable
sources  on behalf of all  British  utilities.  Ridgewood  UK has 10  additional
projects under development.  In the fourth quarter of 2002, Ridgewood UK decided
not to continue the  development of two of the plants it received as part of the
2001 UK Merger. As a result of this decision,  Ridgewood UK recorded a writedown
of $854,367 to adjust the carrying  value of the projects to zero. The writedown
has been presented as a separate line item under other operating expenses in the
Consolidated Statements of Operations.

In addition to the plants located  throughout the United  Kingdom,  Ridgewood UK
has a 50%  ownership  interest in CLP Organogas SL  ("Organogas"),  a 2 megawatt
plant  located  in  Seville,  Spain.  Ridgewood  UK  obtained  its  interest  in
Organogas,  as well as a 50%  interest in CLP  Envirogas,  SL  ("Envirogas"),  a
management and development  service  company also located in Seville,  Spain, as
part of the UK Merger.

At October 16, 2001 the Management and  Development  Companies  acquired had net
assets of  approximately  $1,000  and had  recognized  no profit or loss for the
period of January 1, 2001 to October 16,  2001.  In  addition,  all the landfill
projects  acquired as part of the merger,  except one, were new construction and
were  near  completion.  The one  project  that was  completed,  had just  begun
operating.  Since  the  acquired  projects  had no  operating  results  and  the
Management and  Development  Companies had no income or loss and had minimal net
assets,  the pro forma results of operations as if the merger had taken place on
January 1, 2001 would not be  significantly  different than the current  results
included in the Consolidated Statements of Operations.

Investments accounted under the Equity Method

Maine Hydro Projects
In 1996,  Ridgewood  Maine Hydro  Partners,  L.P.  ("Ridgewood  Hydro L.P.") was
formed as a Delaware limited partnership and acquired 14 hydroelectric projects,
located in Maine (the "Maine Hydro Projects"),  from a subsidiary of CHI Energy,
Inc. (formerly Consolidated Hydro, Inc.). The assets acquired include a total of
11.3 megawatts of electrical  generating capacity.  The electricity generated is
sold to Central Maine Power  Company and Bangor Hydro  Company  under  long-term
contracts. The purchase price was $13,628,395 cash, including transaction costs.

The Trust owns a 50% limited  partnership  interest in Ridgewood  Hydro L.P. and
50% of the outstanding common stock of Ridgewood Maine Hydro Corporation,  which
is the sole general  partner of Ridgewood  Hydro L.P. The remaining 50% is owned
by Ridgewood  Electric Power Trust IV ("Trust IV").  Ridgewood  Power LLC is the
managing shareholder of both the Trust and Trust IV.

The Trust's 50%  investment  in the Maine Hydro  Projects is accounted for under
the equity method of accounting. The Trust's equity in the earnings of the Maine
Hydro Projects has been included in the consolidated  financial statements since
acquisition.

The Maine Hydro Projects are operated by a subsidiary of CHI Energy, Inc., under
an Operation,  Maintenance and Administrative  Agreement.  The annual operator's
fee is  adjusted  on June  30th of  each  year  for  inflation,  plus an  annual
incentive  fee equal to 50% of the net cash  flow in excess of a target  amount.
The Maine Hydro  Projects  recorded  $351,162,  $343,704 and $414,089 of expense
under this arrangement  during the years ended December 31, 2002, 2001 and 2000,
respectively. The agreement has a five-year term, expiring on June 30, 2006, and
can be renewed for one additional five-year term by mutual consent.

Summarized financial information for the Maine Hydro Projects is as follows:

Balance Sheets
                                       December 31, 2002      December 31, 2001
                                      -------------------   -------------------

Current assets ..................          $   957,499          $   632,298
Non-current assets ..............            8,518,141            9,408,314
                                           -----------          -----------
Total assets ....................          $ 9,475,640          $10,040,612
                                           -----------          -----------

Current liabilities .............          $   665,086          $   282,582
Partners' equity ................            8,810,554            9,758,030
                                           -----------          -----------
Total liabilities
 and equity .....................          $ 9,475,640          $10,040,612
                                           -----------          -----------

Trust share .....................          $ 4,405,278          $ 4,879,015
                                           -----------          -----------

         Statements of Operations
                                         For the Year Ended December 31,
                                -----------------------------------------------
                                    2002              2001              2000
                                -----------       -----------       -----------
Revenue ...................     $ 3,144,471       $ 2,311,346       $ 3,750,095
Operating
 expenses .................       3,442,764         3,049,927         3,271,902
Other income ..............          49,302            13,563            26,307
                                -----------       -----------       -----------
Net income (loss) .........     $  (248,991)      $  (725,018)      $   504,500
                                -----------       -----------       -----------

Trust share ...............     $  (124,496)      $  (362,509)      $   252,250
                                -----------       -----------       -----------

The Maine Hydro Projects qualify as small power production  facilities under the
Public  Utility  Regulatory  Policies Act  ("PURPA").  PURPA  requires that each
electric  utility company  operating at the location of a small power production
facility,  as defined,  purchase the electricity generated by such facility at a
specified or negotiated  price. The Maine Hydro Projects sell  substantially all
of their electrical output to two public utility companies,  Central Maine Power
Company ("CMP") and Bangor Hydro-Electric Company ("BHC"), under long-term power
purchase  agreements.  Eleven of the twelve power purchase  agreements  with CMP
expire in December 2008 and are renewable  for an additional  five-year  period.
The twelfth power purchase  agreement with CMP expires in December 2007 with CMP
having the option to extend the contract for three more five-year  periods.  The
two power purchase agreements with BHC expire December 2014 and February 2017.

Maine Biomass Projects
In 1997,  through a subsidiary,  the Trust  acquired a 25% preferred  membership
interest in Indeck Maine Energy,  L.L.C. ("Maine Biomass Projects"),  which owns
two electric  power  generating  stations  fueled by waste wood.  The  aggregate
purchase price was $7,297,971 including transaction costs. Each project has 24.5
megawatts of electrical generating capacity. The Penobscot project is located in
West Enfield, Maine and the Eastport project is located in Jonesboro, Maine. The
Eastport  Project was shut down in January 1998.  The facility  currently  sells
installed capacity and is periodically  restarted for testing or for the sale of
energy during peak periods of demand. The cost of maintaining the idled facility
in good condition is approximately  $100,000 per month.  The Penobscot  facility
resumed full time operation in June 2001.

In accordance with the Maine Biomass Projects operating agreement, the Trust and
Trust IV are currently  allocated 100% (50% each) of the Maine Biomass  Projects
losses,  since the other Maine Biomass Project member's capital account is zero.
The  preferred  membership  interest  entitles  the  Trust  to  receive  an  18%
cumulative  annual return on its $7,000,000  capital  contribution  to the Maine
Biomass  Projects from the  operating net cash flow from the projects.  Trust IV
also purchased an identical preferred membership interest in Indeck Maine. After
payments in full to the preferred membership interests,  up to $2,520,000 of any
remaining  operating  net cash flow  during the year is paid to the other  Maine
Biomass Project members. Any remaining operating net cash flow is payable 25% to
the Trust and Trust IV and 75% to the other Maine Biomass Project members.

In 2002,  2001 and 2000,  the Trust  loaned  $325,000,  $250,000  and  $300,000,
respectively,  to the Maine Biomass Projects.  The loan is in the form of demand
notes that bear interest at 5% per annum.  Trust IV made identical  loans to the
Maine  Biomass  Projects.  The other Maine  Biomass  Project  member also loaned
$650,000,  $500,000 and  $600,000 to the Maine  Biomass  Projects  with the same
terms in 2002, 2001 and 2000, respectively.

The Trust's  investment in the Maine Biomass Projects is accounted for under the
equity method of accounting. The Trust's equity in the loss of the Maine Biomass
Projects has been included in the  statements of operations  since  acquisition.
The  financials  statements of the Maine  Biomass  Projects were not adjusted to
reflect the purchase of the membership interest by the Trust. The Trust's equity
in  the  net  loss  of the  Maine  Biomass  Projects  recorded  in  the  Trust's
consolidated  financial  statements  has been  adjusted to reflect the  purchase
price paid by the Trust for its membership interest.

Under an Operating  Agreement  with the Trust,  Ridgewood  Power  Management LLC
("Ridgewood Management"),  an entity related to the managing shareholder through
common ownership, began providing management, purchasing,  engineering, planning
and administrative services to the Maine Biomass Projects.  Ridgewood Management
charges the projects at its cost for these services and for the allocable amount
of certain overhead items. Allocations of costs are on the basis of identifiable
direct costs, time records or in proportion to amounts invested in projects.

From June  through  December  1999,  the  facilities  periodically  operated  on
dispatch from ISO-New England, Inc. (the "ISO") and also submitted offers to the
ISO to run at high prices during power emergencies.  The facilities have claimed
the ISO owes them  approximately  $14 million for the electricity  products they
provided in those  periods and the ISO has claimed that no material  revenues at
all are due to the  projects.  As a result,  on October 24,  2000,  Indeck Maine
filed a complaint  against the ISO in the Superior  Court of Delaware  alleging,
among other things, that the ISO's actions resulted in a breach of an express or
implied  contract,  violated  certain  consumer  protection laws and amounted to
fraud. The ISO removed the litigation to Federal District Court in Delaware.  As
a result of various pre-trial motions filed by the parties,  such litigation was
filed as a complaint by the Company  before FERC.  In April 2002,  FERC ruled on
this  complaint  in favor of the ISO.  The  Company has  determined  it will not
appeal or otherwise contest the ruling by FERC.

On May 9, 2002,  the  Penobscot  project and the Eastport  project each filed an
"Application for Statement of Qualification" with the Massachusetts  Division of
Energy  Resources  (the  "Division")  to  qualify  as  new  renewable   electric
generation  facilities  under the  Massachusetts  Renewable  Portfolio  Standard
Regulations ("RPS"). Pursuant to these regulations, qualified renewable electric
generation  facilities  produce renewable  portfolio  standard  attributes ("RPS
Attributes") when they generate electricity. RPS Attributes are then sold to and
used by  entities  that  are  providing  electricity  to  end-use  customers  in
Massachusetts.  The RPS  regulations,  and the  statute  under  which  they were
promulgated,  are  intended  to  spur  use  and  development  of  new  renewable
generation facilities.

On July 8, 2002, the Trust received  official  notice from the Division that the
Application for Statement of Qualification  filed pursuant to the  Massachusetts
Renewable  Energy Portfolio  Standard  Regulations  ("Regulations")  by both the
Eastport and Penobscot  projects had been approved as of July 3, 2002.  Pursuant
to such  approval,  the Division  found that the Projects  meet the  eligibility
requirements  of the  Regulations  and therefore  may market and sell  renewable
attributes  associated with the electric  generation of the Plants.  Because the
Penobscot project qualifies under the RPS, pursuant to the power sales contract,
Select Energy paid an additional  amount for the RPS Attributes  associated with
the electric energy it purchased from the Penobscot  project,  which amounted to
approximately $2,008,488 for the year ended December 31, 2002.

Summarized financial information for the Maine Biomass Projects is as follows:


         Balance Sheets
                                                          December 31,
                                               --------------------------------
                                                   2002                 2001
                                               -----------          -----------

Current assets .......................         $ 1,217,126          $ 1,162,010
Non-current assets ...................           3,598,162            3,359,795
                                               -----------          -----------
Total assets .........................         $ 4,815,288          $ 4,521,805
                                               -----------          -----------
Current
 liabilities..........................           3,485,662          $ 2,021,185
Notes payable
 to members ..........................           7,101,000            5,801,000
Members' deficit .....................          (5,771,374)          (3,300,380)
                                               -----------          -----------
Total liabilities
 and equity ..........................         $ 4,815,288          $ 4,521,805
                                               -----------          -----------

Trust share ..........................         $ 3,896,576          $ 4,830,991
                                               -----------          -----------


         Statement of Operations
                                         For the Year Ended December 31,
                                -----------------------------------------------
                                    2002              2001              2000
                                -----------       -----------       -----------

Revenue ..................      $ 7,246,435       $ 5,587,507       $ 2,017,481
Cost of sales ............        9,080,905         6,913,336         2,646,770
Other expenses ...........          636,524           557,671           650,680
                                -----------       -----------       -----------
Net loss .................      $(2,470,994)      $(1,883,500)      $(1,279,969)
                                -----------       -----------       -----------
Trust share ..............      $(1,259,415)      $  (904,297)      $  (639,984)
                                -----------       -----------       -----------


Egypt Projects
In 1999,  the Trust and The  Ridgewood  Power  Growth Fund (the  "Growth  Fund")
jointly  formed  Ridgewood  Near East  Holdings LLC  ("Ridgewood  Near East') to
develop electric power and water purification plants for resort hotels in Egypt.
In 2001, the  Ridgewood/Egypt  Fund ("Egypt Fund") an affiliate of the Trust and
the Growth Fund,  became a member of Ridgewood Near East. The Trust,  Egypt Fund
and the Growth Fund own undivided  interests in the Egypt projects in proportion
to the capital they contributed,  net of distributions and allocated profits and
losses.  Through December 31, 2002, the Trust had contributed  $4,899,019 to the
Egypt Projects and has a 14% ownership interest in the Egypt Projects.

Currently,  the Egypt Projects consist of 13 water  desalinization  plants and 5
electric  generation plants. The total capacity of the water and power plants is
approximately  4,500,000  gallons per day and 18 megawatts,  respectively.  Each
plant has a  contract  with a hotel or group of hotels for the sale of the water
or electricity  produced from the plant. These contracts generally have terms up
to thirty  years and some of the  contracts  provide for the transfer or sale of
ownership of the plant to the hotel at the expiration of the contract.  In 2002,
Ridgewood  Near East shut down and removed the equipment from two of its on-site
water  desalinization  plants.  In  addition,  in the  first  quarter  of  2003,
Ridgewood  Near East sold  another of its  on-site  power  plants to the hosting
hotel.  As a result  of these  transactions,  Ridgewood  Near East  recorded  an
impairment writedown of $297,652 to adjust the carrying value of the projects to
reflect their fair value at December 31, 2002.

On December 30, 2001,  Ridgewood  Near East  purchased a 28% equity  interest in
Sinai Environmental  Services S.A.E. (the "Sinai Company"),  a 1,585,000 gallons
per day water desalinization plant, for 4,999,800 Egyptian pounds (approximately
$1,087,000).  At December  31,  2001,  Ridgewood  Near East  accounted  for this
investment  under the equity method of accounting  because it had the ability to
exercise significant influence,  but not control. In February of 2002, Ridgewood
Near  East  made  an  additional   investment  of  4,379,637   Egyptian   pounds
(approximately  $939,000) to increase  its  ownership to 53% and gain control of
the Sinai Company. As a result of the additional investment,  effective February
16, 2002, Ridgewood Near East accounts for its investment in Sinai Company under
the consolidation method of accounting.

In return for its investment  Ridgewood Near East received a 53% interest in the
Sinai Company, which at the time of acquisition,  had plant and equipment with a
net book value of approximately $5,906,000,  accounts receivable of $214,000 and
other assets with an approximate  book value of $32,000.  In accordance with the
purchase  agreement,  Ridgewood  Near East  assumed  approximately  $450,000  of
liabilities and bank debt of approximately  $3,417,000.  The loan, which was and
still is in default,  bears interest at 12% per annum. The  collateralization of
the non-recourse loan is restricted to the assets of the Sinai Company, which at
December 31, 2002 had a net book value of $6,957,265.  The provision of the loan
restricts  the Sinai  Company  from  paying  dividends  to its  shareholders  or
obtaining  credit from other banks.  Ridgewood  Near East assigned the estimated
excess  purchase  price  of  $777,000  to plant  and  equipment,  which  will be
amortized over the 20 year life of the assets.

The Trust's  investment in the Egypt  Projects is accounted for under the equity
method of  accounting.  The Trust's  equity in the results of  opeartions of the
Egypt Projects has been included in the consolidated  financial statements since
the inception of the projects.

Summarized financial information for the Egypt Projects is as follows:

         Balance Sheets

                                       December 31, 2002    December 31, 2001
                                       -----------------    -----------------

Current assets .......................       $ 2,192,104          $ 1,157,043
Non-current assets ...................        31,340,449           27,047,922
                                             -----------          -----------
Total assets .........................       $33,532,553          $28,204,965
                                             -----------          -----------

Current liabilities ..................       $ 5,798,273          $   989,609
Non-current
liabilities ..........................         2,876,474                 --
Members' equity ......................        24,857,806           27,215,356
                                            -----------          -----------
Liabilities and
members' equity ......................       $33,532,553          $28,204,965
                                             -----------          -----------
Trust Share ..........................       $ 3,502,819          $ 3,836,912
                                             -----------          -----------


         Statements of Operations
                                        For the Years Ended December 31,
                                 ----------------------------------------------
                                     2002              2001            2000
                                 -----------       -----------      -----------

Net sales .................    $ 5,459,011       $ 4,237,676      $ 2,180,231
Cost of sales .............      5,190,501         3,256,555        1,924,932
Other expenses ............      2,356,996           821,211          237,476
                                 -----------       -----------      -----------
Net income (loss) .........    $(2,088,486)      $   159,910      $    17,823
                                 -----------       -----------      -----------
Trust Share ...............    $  (294,442)      $    32,959      $     5,008
                                 -----------       -----------      -----------

Synergics Projects
Beginning in late 1999,  the Trust and the Growth Fund began  negotiations  with
Synergics,  Inc.  ("Synergics")  to buy nine existing  hydroelectric  generating
plants  (the  "Synergics  Projects").  In the  course  of  negotiations  and due
diligence,  the Trust and the Growth Fund learned that one of Synergics' lenders
had declared a payment default against  Synergics and that the lender had agreed
to discharge the debt at a substantial  discount from the face amount if payment
were made by the end of April  2000.  In order to  preserve  the  benefit of the
lender's offer and to allow  completion of the  acquisition on favorable  terms,
the Trust and the Growth Fund,  through a joint venture,  acquired the debt from
the lender on April 28,  2000 for a payment of $17  million to the  lender.  The
Trust  supplied $5 million of the capital  used by the joint  venture to acquire
the debt and the Growth Fund supplied the  remaining $12 million.  The Trust and
the Growth Fund own the joint venture in proportion to the capital each supplied
and neither will have preferred rights over the other.

On November 22, 2002, through another joint venture owned in the same proportion
as the joint  venture  that  acquired the debt of  Synergics,  the Trust and the
Growth Fund acquired  100% of the  outstanding  stock of  Synergics.  The former
shareholders  of Synergics  Inc.  received 100% of the  outstanding  shares of a
subsidiary  of  Synergics  in exchange for selling the stock of Synergics to the
Trust and the Growth Fund.

In total,  the Trust and the Growth Fund  acquired  the  Synergics  Projects for
approximately $20.3 million.  In return for their investment,  the Trust and the
Growth Fund received eight  hydroelectric  generating plants with a market value
of  approximately  $1.8  million,  $2.4  million in cash,  $6.7 million in notes
receivable,  $0.5  million in  accounts  receivable,  and $0.2  million in other
assets. In accordance with the purchase agreement, the Trust and the Growth Fund
assumed   approximately   $7.5   million  of  bank  debt  and  income  taxes  of
approximately $1.2 million. The Fund and Trust V assigned the approximate excess
purchase price of $17.4 million to electric power sales contracts, which will be
amortized over the remaining life of the respective contracts (11 to 22 years).

The Trust  accounted  for its  investment  in the  initial  $17  million of debt
acquired as a note  receivable  and accrued  interest at 11% per annum.  For the
years ended December 31, 2001 and 2000, the Trust recorded $409,825 and $364,289
of income  related to the debt of  Synergics.  During  the second  half of 2001,
drought conditions  affected many of the Synergics  Projects,  reducing revenues
and cash flows  recorded by  Synergics.  As a result of these reduced cash flows
experienced  by Synergics,  the Fund ceased  accruing  interest  effective as of
October 1, 2001.

Effective November 23, 2002, the Trust accounted for its 29.2% investment in the
Synergics Projects under the equity method of accounting.  The Trust's equity in
the  loss of the  Synergics  Projects  has  been  included  in the  consolidated
financial statements.

Summarized financial information for the Synergic Projects is as follows:


         Balance Sheets

                                                December 31, 2002
                                               ------------------

Current assets ............................           $ 2,497,752
Non-current assets ........................            25,676,016
                                                      -----------
Total assets ..............................           $28,173,768
                                                      -----------

Current liabilities .......................           $ 2,346,934
Non-current liabilities ...................             5,650,000
Members' equity ...........................            20,176,834
                                                      -----------
Liabilities and members' equity ...........           $28,173,768
                                                      -----------

Trust Share ...............................           $ 5,887,389
                                                      -----------

         Statements of Operations

                                                For the Period
                                             November 23, 2002 to
                                              December 31, 2002
                                            ---------------------

Net sales ...............................               $ 371,345
Cost of sales ...........................                 213,095
Other expenses ..........................                 238,726
                                                        ---------
Net income (loss) .......................               $ (80,476)
                                                        ---------

Trust Share .............................               $ (23,499)
                                                        ---------


Previous Investments

MetaSound Corporation
In December  1998,  through a  subsidiary,  the Trust  purchased  an interest in
MetaSound Systems, Inc. ("MetaSound Systems"), which is developing digital audio
marketing systems connected to the internet. The systems are designed to provide
digital quality  messages,  music and sound  information to telephone callers on
hold or in a call center queue.  For an aggregate  purchase price of $2,508,640,
the Trust purchased  4,676,000  shares of Series C Preferred Stock, a warrant to
purchase up to 4,676,000 additional shares at $.54 per share expiring on May 31,
1999, and a second warrant to purchase up to 2,000,000 additional shares at $.54
per share expiring in 2003.  The Series C Preferred  Stock may be converted into
an equal  number of shares of common stock at the Trust's  option.  The Series C
Preferred  Stock  automatically  converts  into  common  stock in the event of a
public offering of MetaSound Systems meeting certain requirements.

Ridgewood  Capital Venture  Partners,  LLC and Ridgewood  Capital  Institutional
Venture Partners,  LLC (collectively the "Venture Funds"),  investment  programs
sponsored by an affiliate of the managing  shareholder,  invested  $3,066,236 in
MetaSound Systems in May 1999 to exercise the 4,676,000 share warrant and obtain
a $500,000  Convertible  Promissory  Note.  The Trust and the Venture  Funds own
undivided  interests  in  MetaSound  Systems in  proportion  to the capital they
contributed. The Trust and the Venture Funds own approximately a 42% interest in
MetaSound Systems.

The Trust's  investment  in MetaSound  Systems is accounted for under the equity
method of accounting.  The Trust's  equity in the loss of MetaSound  Systems has
been included in the consolidated  financial  statements since December 1, 1998.
In early  2001,  MetaSound's  funds  were  exhausted  and it ceased  operations.
Accordingly,  the Trust  recorded a writedown  of $204,028 in 2000 to reduce the
investment to its estimated fair value of zero.

Quantum Conveyor
In September  1998,  the Trust  purchased a 15%  membership  interest in Quantum
Conveyor  Systems,  LLC, a newly organized  Delaware limited  liability  company
("Quantum  Conveyor")  through a  subsidiary  of the  Trust.  At the same  time,
Quantum  Conveyor  acquired  substantially  all of the assets and certain of the
liabilities  of  Quantum  Conveyor  Systems,   Inc.  Quantum  Conveyor  designs,
manufactures   and  sells  modular   conveyor  systems  used  by  post  offices,
distribution centers, warehouses, and other material handling facilities.

At the same time as the Trust's subsidiary purchased its membership interest, it
made a secured loan of $2,985,000 to Quantum Conveyor. In addition,  the Trust's
subsidiary  had an  option  that  expired  on  March 2,  1999,  to  purchase  an
additional  10%  membership  interest  for $10,000  which was  exercised  by the
Venture Funds in February 1999. The Trust's subsidiary extended a line of credit
to loan up to an additional $1,990,000 to Quantum Conveyor through June 1, 2003,
under the same terms as the  $2,985,000  loan.  The Venture  Funds  provided the
maximum $1,990,000 of loans under this line of credit in 1999. In July 1999, the
Trust and the Venture Funds  purchased an  additional 2% membership  interest in
Quantum  Conveyor for $100,000,  funded  $60,000 by the Trust and $40,000 by the
Venture Funds.  The Trust and the Venture Funds own the subsidiary in proportion
to their capital contributions.

The  remaining  membership  interests  of  Quantum  Conveyor  are owned by three
individuals. As part of the transaction,  the president of Quantum Conveyor, who
owns  a  membership   interest,   accepted  a  $4,000,000   promissory  note  in
satisfaction of all indebtedness of Quantum Conveyor to him. The promissory note
has the same terms as the Trust's secured loan to Quantum Conveyor.

The  secured  loan and  promissory  note bear  interest  at 12% per  year.  From
September  1998 to August 2000,  no interest  payments by Quantum  Conveyor were
required. From September 2000 to June 2003, Quantum Conveyor is required to make
quarterly  payments of interest only. From July 2003 to September 2008,  Quantum
Conveyor  must make  equal  quarterly  payments  sufficient  to fully  repay the
principal and interest due under the note by September 2008.

The Trust's  investment  in Quantum  Conveyor is accounted  for under the equity
method of  accounting.  The Trust's  equity in the loss of Quantum  Conveyor has
been included in the consolidated financial statements since September 1998.

In early 2001, Quantum's funds were exhausted and it reduced its operations to a
minimal level. As a result, the Trust recorded a writedown of $2,889,690 in 2000
to reduce the investment to its estimated fair value of zero.

Santee River Rubber
In August  1998,  the  Trust and an  affiliate,  Trust IV,  purchased  preferred
membership  interests  in Santee River Rubber  Company,  LLC, a newly  organized
South Carolina limited liability  company ("Santee River Rubber").  Santee River
Rubber was  building a waste tire and rubber  processing  facility  located near
Charleston, South Carolina. The facility, which was expected to begin full scale
operations in 2000,  was designed to receive and process waste tires and produce
fine  crumb  rubber of  various  sizes.  The Trust  and Trust IV  purchased  the
interests  through a limited  liability company owned one-third by the Trust and
two-thirds by Trust IV. The Trust's share of the purchase  price was  $8,979,639
and Trust IV's share of the purchase price was $4,489,819.

Until January 2000,  Santee River Rubber paid the Trust and Trust IV interest at
12% per year on $11,000,000 of their  investment.  After  operations  began, the
Trusts were  entitled  to receive all cash flow after  payment of debt and other
obligations  until the Trusts  received a  cumulative  20% return on their total
investment.  Thereafter,  the  Trust  and  Trust IV were to  receive  25% of any
remaining cash flow available for distribution.  All cash  distributions and tax
allocations  received  from Santee  River Rubber were shared  two-thirds  by the
Trust and  one-third by Trust IV. The remaining  equity  interest was owned by a
wholly-owned  subsidiary of Environmental  Processing  Systems,  Inc. ("EPS"), a
company not affiliated with the Trust, which was the manager of the project.

At the same time as the Trust and Trust IV purchased their membership interests,
Santee River Rubber  borrowed  $16,000,000  through tax exempt revenue bonds and
another   $16,000,000  through  taxable  convertible  bonds.  It  also  obtained
$4,500,000  of  subordinated  financing  from  the  general  contractor  of  the
facility.

In late May 2000,  EPS  informed  the Trust  that  Santee  River  Rubber  needed
substantial   additional   money  to  pay  for  its  operating   expenses  while
modifications were completed and testing was performed.  Intensive  negotiations
then began  between the Trust,  Trust IV, EPS, the  facility's  bondholders  and
potential  outside funding  sources.  While these  negotiations  continued,  the
Project  informed  the  Trust on July 30,  2000 that it had run out of money and
would be unable to make payroll. After further discussions,  the Trust and Trust
IV advanced $354,667 and $152,333,  respectively,  for that purpose. Negotiation
continued  until  October 26, 2000,  when Santee River Rubber  Company filed for
Chapter 11 bankruptcy in the U.S. District Court for South Carolina. On November
2, 2000,  the U.S.  Bankruptcy  Court  ordered that a trustee in  bankruptcy  be
appointed to manage  Santee River.  As a result,  the Trust  determined  that it
would be unlikely to recover its  investment  in Santee  River  Rubber  Company.
Accordingly,  the Trust recorded a writedown of $8,180,081 in 2000 to reduce the
estimated fair value of the investment to zero.

The Trust's investment in Santee River Rubber was accounted for under the equity
method of  accounting.  The Trust's equity in the income or loss of Santee River
Rubber  has  been  included  in  the  consolidated  financial  statements  since
acquisition.

WaterPure Corporation
In  August  1998,  the  Trust  and  two  unrelated   entities  filed  a  revised
reorganization plan for Superstill Technology, Inc ("Superstill"). Superstill, a
California company,  has been a debtor in Chapter 11 bankruptcy since July 1997.
The  reorganization  plan was approved by the bankruptcy  court and Superstill's
creditors  in  December  1998.  In  accordance  with  the  reorganization  plan,
Ridgewood WaterPure Corporation ("WaterPure Corporation") acquired substantially
all the assets of  Superstill  and made  certain  payments to satisfy the claims
against  Superstill.  The  purchase  price  was  allocated  to  the  assets  and
liabilities acquired based upon their respective fair values.

Superstill holds various patents and  intellectual  property rights to an energy
efficient water  purification  technology that it has developed.  Superstill has
also designed and licensed distillation and desalinization  equipment of various
sizes and capacities.

The Trust made an investment of $3,500,000 in WaterPure  Corporation in exchange
for  5,400,000  shares of common  stock  representing  a 54% equity  interest in
WaterPure  Corporation.  The remaining equity interest in WaterPure  Corporation
was issued to other  creditors and license holders of Superstill in satisfaction
of their claims and to acquire certain licensing rights.  WaterPure  Corporation
will design,  develop and commercialize water purification systems incorporating
the technology acquired from Superstill.

WaterPure Corporation, however, was unable to produce a unit with a commercially
acceptable   price  and  operating   characteristics.   Although  the  WaterPure
Corporation  technology produces very pure water, it is more expensive to build,
more expensive to power and more  difficult to maintain than other  technologies
that produce acceptable drinking water. In addition, the minority shareholder of
WaterPure Corporation brought a legal action challenging Waterpure Corporation's
rights to license and sell its projects. Such litigation proved to be quite time
consuming and expensive to defend. WaterPure Corporation used its available cash
to develop and market its products, as well as defend against the litigation. In
2001, the available cash ran out and the  shareholders of WaterPure  Corporation
were all  unwilling to provide  additional  funds.  Therefore,  in October 2001,
WaterPure Corporation filed under Chapter 7 of the United States Bankruptcy Code
to liquidate its assets.  Such filing was made in the Northern District of Ohio,
but has since been  transferred  to the United States  Bankruptcy  Court for the
Northern  District of California and essentially is being handled in conjunction
with the Superstill bankruptcy proceeding.

GFG
In  September  1999,  the Trust and the Growth Fund made a joint  investment  of
$3,000,000 in Global Fiber Group ("GFG"), which was in the process of developing
an underwater fiber optic cable in the Western Mediterranean (the "Mediterranean
Fiber Optic Project"). The investment, which was funded equally by the Trust and
the Growth Fund,  provided for a 25% ownership  interest in GFG and the right to
invest in projects  developed by GFG. The Trust and the Growth Fund  anticipated
equally  funding an $18,000,000  joint venture  investment in the  Mediterranean
Fiber Optic Project in 2000.

The Trust's  investment  in the GFG is accounted  for under the equity method of
accounting.  The Trust's  equity in the loss of the GFG has been included in the
consolidated financial statements since the inception of the projects.

In the first quarter of 2000, the Trust  determined  that GFG would probably not
be able to develop the  Mediterranean  Fiber Optic Project or any other project.
As a result,  the Fund  determined  that it would be  unlikely  to  recover  its
investment in GFG. Accordingly,  the Trust recorded a writedown of $1,440,291 in
the first quarter of 2000 to reduce the estimated  fair value of the  investment
to zero. GFG subsequently ceased operations.

4.  Long-Term Debt

Following is a summary of United Kingdom Landfill Gas Projects long-term debt at
December 31,2002 and 2001:

                                                  2002                  2001
                                              ------------         ------------
Bank loans payable ...................        $ 20,961,279         $ 14,487,733
Less - Current maturity ..............          (1,118,497)            (609,550)
                                              ------------         ------------
Total long-term debt .................        $ 19,842,782         $ 13,878,183
                                              ------------         ------------

In 2001,  Ridgewood UK  renegotiated  the terms of its  long-term  debt with its
bank. The renegotiated bank loans are repayable in semi annual installments each
March 31st and September  30th through  September 30, 2014.  $10,305,507  of the
outstanding debt bears interest at 7.17%,  while  $10,655,772 of the outstanding
debt bears interest at 7.82%. The notes are  collateralized by substantially all
of the assets of the projects and the credit agreement  requires Ridgewood UK to
maintain  a debt  service  coverage  ratio of 1.4 to 1. At  December  31,  2002,
Ridgewood  UK's  outstanding  debt was in  compliance  with the covenants of its
credit agreement.

Scheduled principal repayments of long-term debt are as follows:


                        Year Ended
                       December 31,         Payment
                       ------------       ----------
                           2003          $ 1,118,497
                           2004            1,286,193
                           2005            1,462,658
                           2006            1,649,195
                           2007            1,793,586
                     Thereafter           13,651,150
                                          ----------
                          Total         $ 20,961,279
                                        ============


During the fourth  quarter of 1997,  the Trust and its principal bank executed a
revolving  line of credit  agreement,  whereby  the bank  provided  a three year
committed line of credit facility of $750,000.  The credit facility was extended
until July 31, 2002.  During the third quarter of 2002,  the Trust  extended its
revolving  line of credit  agreement  with its principal bank through August 31,
2002 and  subsequently  finalized a further  extension  until July 31, 2003. The
extension  provides  the Trust  with a  committed  line of  credit of  $593,000.
Outstanding  borrowings  bear  interest at LIBOR plus 2.5% (3.882% and 4.376% at
December 31, 2002 and 2001,  respectively).  The credit  agreement  requires the
Trust to provide 100% cash  collateral  for any  borrowings  after  December 31,
2002. There were no outstanding borrowings at December 31, 2002 and 2001.


5.  Fair Value of Financial Instruments

At December 31, 2002 and 2001, the carrying  values of the Trust's cash and cash
equivalents,  accounts  receivable  and  accounts  payable and accrued  expenses
approximate their fair values. The fair value of the long-term debt,  calculated
using current rates for loans with similar maturities, approximates its carrying
value.  The fair value of the letter of credit does not differ  materially  from
its carrying value.

6.  Electric Power Sales Contracts

The United  Kingdom  Landfill  Gas  Projects  are  committed  to sell all of the
electricity it produces to quasi-autonomous  non-governmental organizations that
purchase electricity  generated by renewable sources (such as landfill gas power
plants)  on  behalf  of  all  British   utilities   in  order  to  meet  British
environmental  protection  goals.  The  electricity  prices  will  be  increased
annually by a factor  equal to the  percentage  increase  in the United  Kingdom
Retail Price Index.

7.  Transactions with Managing Shareholder and Affiliates

The Trust  entered into a  management  agreement  with the Managing  Shareholder
under which the Managing Shareholder renders certain management,  administrative
and  advisory  services and provides  office space and other  facilities  to the
Trust. As compensation to the Managing Shareholder for such services,  the Trust
pays the  Managing  Shareholder  an annual  management  fee equal to 2.5% of the
total capital contributions to the Trust payable monthly upon the closing of the
Trust which occurred in April 1998.  For the year ended December 31, 2002,  2001
and  2000,  the  Trust  paid  management  fees  of  $1,166,112,  $2,332,224  and
$2,257,357,  respectively.  For the year ended  December 31, 2002,  the managing
shareholder waived 50% of the management fee due.

The Trust  reimburses the Managing  Shareholder  and affiliates for expenses and
fees of  unaffiliated  persons  engaged  by the  Managing  Shareholder  for fund
business. The Managing Shareholder or affiliates originally paid all project due
diligence  costs,  accounting  and legal  fees and other  expenses  shown in the
statement of operation and were reimbursed by the Trust.

Under the Declaration of Trust, the Managing  Shareholder is entitled to receive
each year 1% of all  distributions  made by the Trust (other than those  derived
from the  disposition  of Trust  property)  until  the  shareholders  have  been
distributed  each  year an  amount  equal to 14% of their  equity  contribution.
Thereafter,  the  Managing  Shareholder  is  entitled  to  receive  20%  of  the
distributions  for the  remainder  of the  year.  The  Managing  Shareholder  is
entitled to receive 1% of the proceeds  from  dispositions  of Trust  properties
until the shareholders  have received  cumulative  distributions  equal to their
original  investment  ("Payout").  After  Payout,  the Managing  Shareholder  is
entitled to receive 20% of all remaining distributions of the Trust.

Income  is  allocated  to the  Managing  Shareholder  until  the  profits  equal
distributions  to the  Managing  Shareholder.  Then,  income is allocated to the
investors,  first among  holders of  Preferred  Participation  Rights until such
allocations equal distributions from those Preferred  Participation  Rights, and
then among Investors in proportion to their ownership of investor shares. If the
Trust has net losses for a fiscal  period,  the losses are  allocated 99% to the
Investors and 1% to the Managing Shareholder.

Where permitted,  in the event the Managing Shareholder or an affiliate performs
brokering  services  in  respect of an  investment  acquisition  or  disposition
opportunity for the Trust, the Managing Shareholder or such affiliate may charge
the Trust a brokerage  fee. Such fee may not exceed 2% of the gross  proceeds of
any such  acquisition  or  disposition.  No such fees  have  been  paid  through
December 31, 2002.

The corporate  trustee of the Trust,  Ridgewood Energy Holding  Corporation,  an
affiliate of the Managing  Shareholder  through  common  ownership,  received no
compensation from the Fund.

Amounts  due to and from  affiliates  are  non-interest  bearing and are usually
settled  within  thirty  days.  Such amounts  arise from the delay  between when
expenses are paid by the Trust or affiliates and when reimbursement occurs.

The Managing  Shareholder  purchased one investor share of the Trust for $83,000
in 1996. The Trust granted the Managing  Shareholder a single  Management  Share
representing  the  Managing  Shareholder's   management  rights  and  rights  to
distributions of cash flow.

At  December  31,  2002  and  2001,  the  Trust  had  outstanding  payables  and
receivables, with the following affiliates:



                                            As of December 31,
                                      Due To                    Due From
                             -----------------------   -----------------------
                                 2002        2001          2002         2001
                             ----------   ----------   ----------   ----------
Ridgewood Management ....... $     --     $  141,707   $   80,973   $     --
Ridgewood Renewable Power ..  1,265,862         --           --           --
Growth Fund ................    387,100      181,832         --           --
Trust IV ...................       --           --           --        135,823
Maine Hydro ................       --           --        610,878      100,000
Maine Biomass ..............       --           --        950,244      200,000
Synergics Projects .........  1,510,000         --           --           --
Other affiliates ...........     19,094       19,518      154,435         --
                             ----------   ----------   ----------   ----------
       Total ...............  3,182,056      343,057    1,796,530      435,823
                             ----------   ----------   ----------   ----------

From time to time, the Trust records  short-term  payables and receivables  from
other  affiliates in the ordinary  course of business.  The amounts  payable and
receivable with the other affiliates do not bear interest.

8.  Other Income

In 2002 the Trust  received  $200,000 from the  liquidation  of the Santee River
Rubber Company,  which filed for bankruptcy in 2000. The proceeds  received have
been recorded as other income in the consolidated statements of operations.

9.  Subsequent Event

On February 13, 2003,  the Maine Biomass  Projects sold the renewable  portfolio
standards ("RPS") Attributes generated from the power produced in fourth quarter
of 2002 for $336,570 and $1,236,720,  respectively.  The Trust, along with Trust
IV, is currently  negotiating  a  transaction  with a power  marketer  that does
business in  Massachusetts  for the sale of the RPS Attributes  generated by the
Maine Biomass Projects, in the calendar year 2003.

During the first  quarter of 2003,  Ridgewood UK entered into an agreement  with
one of its minority shareholders. Under the terms of the agreement, Ridgewood UK
transferred  its 50% interest in the Spanish  landfill  projects in return for a
portion of the minority  shareholder's  interest in Ridgewood UK. As a result of
the  transaction,  Ridgewood UK increased its ownership in UK Ltd. from 76.3% to
88.3%.

On January 30, 2003, the Egyptian government  discontinued the regulation of its
monetary  currency  rate and decided to allow the currency  rate to float.  As a
result of this change in policy, the Egyptian pound decreased 15% against the US
dollar on January 30, 2003.  As of May 31, 2003,  the Trust's  investment in the
Egyptian projects  decreased by approximately 23% as a result of the decrease in
exchange rate.

In the fourth quarter of 2002, the Trust's Managing Shareholder formed Ridgewood
Renewable  PowerBank LLC  ("PowerBank")  and began  offering  shares.  PowerBank
raised  approximately  $12 million and  discontinued its offering in April 2003.
The proceeds  from this fund  raising  will finance the  expansion of the United
Kingdom Landfill Gas Projects.




Item  9.  Changes in and Disagreements  with  Accountants  on  Accounting  and
          Financial Disclosure.

     None.




PART III

Item 10.  Directors and Executive Officers of the Registrant.

(a)  General.

     As Managing  Shareholder of the Trust,  Ridgewood  Renewable  Power LLC has
direct and exclusive  discretion in management and control of the affairs of the
Trust.  The  Managing  Shareholder  will  be  entitled  to  resign  as  Managing
Shareholder  of the Trust only (i) with cause  (which cause does not include the
fact or  determination  that  continued  service  would be  unprofitable  to the
Managing  Shareholder)  or (ii) without  cause with the consent of a majority in
interest  of the  Investors.  It may be removed  from its  capacity  as Managing
Shareholder as provided in the Declaration.

     Ridgewood  Holding,  which was incorporated in April 1992, is the Corporate
Trustee of the Trust.


(b)  Managing Shareholder.

     Ridgewood Power Corporation was incorporated in February 1991 as a Delaware
corporation  for the  primary  purpose  of acting as a managing  shareholder  of
business trusts and as a managing  general partner of limited  partnerships.  It
organized  the Trust and acted as managing  shareholder  until April 1999. On or
about  April 21,  1999 it was  merged  into the  current  Managing  Shareholder,
Ridgewood Power LLC. In December of 2002,  Ridgewood Power, LLC changed its name
to Ridgewood  Renewable Power, LLC. Robert E. Swanson is the controlling member,
sole manager and President of the Managing Shareholder. All of the equity in the
Managing  Shareholder is owned by Mr.  Swanson or by family trusts.  Mr. Swanson
has the power on behalf of those  trusts to vote or  dispose  of the  membership
equity interests owned by them.

     The  Managing  Shareholder  has also  organized  the Other Power  Trusts as
Delaware  business  trusts  or  other  Delaware  limited  liability   companies.
Ridgewood  Renewable  Power LLC is the managing  shareholder  of the Other Power
Trusts and the manager of the Ridgewood  LLCs. The business  objectives of these
trusts and LLCs are similar to those of the Trust.

     A number of other  companies are  affiliates  of Mr.  Swanson and Ridgewood
Power.  Each of these also was organized as a corporation  that was wholly-owned
by Mr. Swanson.  In April 1999, most of them were merged into limited  liability
companies  with  similar  names and Mr.  Swanson  became  the sole  manager  and
controlling  owner of each  limited  liability  company.  For  convenience,  the
remainder of this Memorandum will discuss each limited liability company and its
corporate predecessor as a single entity.

     The Managing  Shareholder is an affiliate of Ridgewood  Energy  Corporation
("Ridgewood  Energy"),  which has organized and operated 48 limited  partnership
funds  and  one  business  trust  over  the  last 18  years  (of  which  25 have
terminated) and which had total capital contributions in excess of $190 million.
The programs  operated by Ridgewood  Energy have invested in oil and natural gas
drilling and completion and other related  activities.  Other  affiliates of the
Managing Shareholder include Ridgewood Securities LLC ("Ridgewood  Securities"),
an NASD member  which has been the  placement  agent for the  private  placement
offerings of the seven trusts  sponsored  by the  Managing  Shareholder  and the
funds  sponsored  by  Ridgewood  Energy;   Ridgewood   Capital   Management  LLC
("Ridgewood  Capital"),   which  assists  in  offerings  made  by  the  Managing
Shareholder  and which is the sponsor of four privately  offered venture capital
funds (the Ridgewood  Capital  Venture  Partners and Ridgewood  Capital  Venture
Partners II funds);  Ridgewood  Power VI LLC ("Power  VI"),  which is a managing
shareholder of the Growth Fund,  and RPM. Each of these  companies is controlled
by Robert E. Swanson, who is their sole director or manager.

     Set forth below is certain  information  concerning  Mr.  Swanson and other
executive officers of the Managing Shareholder.

     Robert E. Swanson,  age 56, has also served as President of the Trust since
its  inception  in 1991 and as  President  of RPM,  the Other Power Trusts since
their  respective  inceptions.  Mr.  Swanson has been  President and  registered
principal  of  Ridgewood  Securities  and  became the  Chairman  of the Board of
Ridgewood  Capital on its organization in 1998. He also is Chairman of the Board
of the Ridgewood Capital Venture Partners I, II,III and IV venture capital funds
("Ridgewood  Venture  Funds").  In  addition,  he has  been  President  and sole
stockholder  of Ridgewood  Energy since its inception in October 1982.  Prior to
forming  Ridgewood  Energy in 1982,  Mr. Swanson was a tax partner at the former
New York and Los  Angeles law firm of Fulop & Hardee and an officer in the Trust
and Investment  Division of Morgan  Guaranty Trust Company.  His specialty is in
personal tax and financial planning,  including income, estate and gift tax. Mr.
Swanson is a member of the New York State and New Jersey bars,  the  Association
of the Bar of the City of New York and the New York State Bar Association. He is
a graduate of Amherst College and Fordham University Law School.

     Robert L. Gold,  age 44,  has served as  Executive  Vice  President  of the
Managing  Shareholder,  RPM,  the Trust,  and the Other Power Trusts since their
respective   inceptions,   with  primary   responsibility   for   marketing  and
acquisitions.  He has been President of Ridgewood Capital since its organization
in 1998. As such, he is President of the Ridgewood  Venture Funds. He has served
as Vice President and General Counsel of Ridgewood Securities  Corporation since
he joined the firm in December  1987. Mr. Gold has also served as Executive Vice
President of Ridgewood Energy since October 1990. He served as Vice President of
Ridgewood  Energy from December 1987 through  September  1990. For the two years
prior to joining Ridgewood Energy and Ridgewood Securities Corporation, Mr. Gold
was a corporate attorney in the law firm of Cleary,  Gottlieb,  Steen & Hamilton
in New York City where his experience  included  mortgage  finance,  mergers and
acquisitions, public offerings, tender offers, and other business legal matters.
Mr.  Gold is a member of the New York  State bar.  He is a  graduate  of Colgate
University and New York University School of Law.

     Daniel V. Gulino, age 42 has been Senior Vice President and General Counsel
of the Managing Shareholder, RPM, the Trust, and other Power Trusts since August
2000.  He began his legal  career as an  associate  for Pitney,  Hardin,  Kipp &
Szuch,  a large New Jersey law firm,  where his  experience  included  corporate
acquisitions  and  transactions.  Prior to  joining  Ridgewood,  Mr.  Gulino was
in-house  counsel for several large  electric  utilities,  including  GPU, Inc.,
Constellation  Power Source,  and PPL Resources,  Inc.,  where he specialized in
non-utility   generation   projects,   independent  power  and  power  marketing
transactions.  Mr. Gulino also has experience  with the electric and natural gas
purchasing of industrial  organizations,  having worked as in-house  counsel for
Alumax,  Inc.  (now part of Alcoa)  where he was  responsible  for,  among other
things,  Alumax's electric and natural gas purchasing  program.  Mr. Gulino is a
member of the New Jersey State Bar and Pennsylvania  State Bar. He is a graduate
of Fairleigh Dickinson University and Rutgers University School of Law - Newark.

     Christopher I. Naunton, 38, has been the Vice President and Chief Financial
Officer of the  Managing  Shareholder,  RPM,  the Trust,  and Other Power Trusts
since April 2000.  From February  1998 to April 2000,  he was Vice  President of
Finance of an affiliate of the Managing Shareholder.  Prior to that time, he was
a senior manager at the predecessor  accounting  firm of  PricewaterhouseCoopers
LLP. Mr.  Naunton's  professional  qualifications  include his certified  public
accountant  qualification in Pennsylvania,  membership in the American Institute
of Certified Public  Accountants and Pennsylvania  Institute of Certified Public
Accountants.  He holds a Bachelor of Science  degree in Business  Administration
from Bucknell University (1986).

     Mary Lou  Olin,  age 50,  has  served  as Vice  President  of the  Managing
Shareholder,  RPM,  Ridgewood  Capital,  the Trust, the Other Power Trusts since
their respective inceptions.  She has also served as Vice President of Ridgewood
Energy  since  October  1984,  when she joined the firm.  Her  primary  areas of
responsibility are investor relations, communications and administration.  Prior
to her employment at Ridgewood Energy, Ms. Olin was a Regional  Administrator at
McGraw-Hill  Training  Systems  where she was employed  for two years.  Prior to
that,  she was  employed  by RCA  Corporation.  Ms.  Olin has a Bachelor of Arts
degree from Queens College.


(c)  Management Agreement.

     The  Trust  has  entered  into a  Management  Agreement  with the  Managing
Shareholder  detailing  how the  Managing  Shareholder  will render  management,
administrative and investment advisory services to the Trust. Specifically,  the
Managing  Shareholder  will  perform  (or arrange  for the  performance  of) the
management and administrative  services required for the operation of the Trust.
Among other services,  it will administer the accounts and handle relations with
the Investors, provide the Trust with office space, equipment and facilities and
other services  necessary for its  operations and conduct the Trust's  relations
with  custodians,  depositories,  accountants,  attorneys,  brokers and dealers,
corporate  fiduciaries,  insurers,  banks and others, as required.  The Managing
Shareholder  will also be  responsible  for  making  investment  and  divestment
decisions, subject to the provisions of the Declaration.

     The Managing  Shareholder  will be obligated to pay the compensation of the
personnel and all  administrative  and service expenses necessary to perform the
foregoing  obligations.  The Trust  will pay all other  expenses  of the  Trust,
including  transaction  expenses,  valuation  costs,  expenses of preparing  and
printing  periodic  reports for Investors and the Commission,  postage for Trust
mailings,  Commission fees,  interest,  taxes, legal,  accounting and consulting
fees,  litigation expenses and other expenses properly payable by the Trust. The
Trust will reimburse the Managing  Shareholder  for all such Trust expenses paid
by it.

     As  compensation  for the  Managing  Shareholder's  performance  under  the
Management Agreement,  the Trust is obligated to pay the Managing Shareholder an
annual  management fee described below at Item 13 -- Certain  Relationships  and
Related Transactions.

     Each  Investor  consented  to the  terms  and  conditions  of  the  initial
Management Agreement by subscribing to acquire Investor Shares in the Trust. The
Management  Agreement  is subject to  termination  at any time on 60 days' prior
notice by a majority in interest of the  Investors or the Managing  Shareholder.
The  Management  Agreement  is  subject to  amendment  by the  parties  with the
approval a majority in interest of the Investors.

(d) Executive Officers of the Trust.

     Pursuant  to  the  Declaration,  the  Managing  Shareholder  has  appointed
officers of the Trust to act on behalf of the Trust and sign documents on behalf
of the Trust as authorized  by the Managing  Shareholder.  Mr.  Swanson has been
named the President of the Trust and the other  executive  officers of the Trust
are identical to those of the Managing Shareholder.

     The  officers  have the  duties and powers  usually  applicable  to similar
officers of a Delaware  business  corporation  in carrying  out Trust  business.
Officers  act under the  supervision  and control of the  Managing  Shareholder,
which is entitled to remove any officer at any time. Unless otherwise  specified
by the Managing Shareholder, the President of the Trust has full power to act on
behalf of the Trust. The Managing Shareholder expects that most actions taken in
the name of the  Trust  will be taken by Mr.  Swanson  and the  other  principal
officers in their capacities as officers of the Trust under the direction of the
Managing Shareholder rather than as officers of the Managing Shareholder.


(f)  Corporate Trustee

     The  Corporate  Trustee of the Trust is Ridgewood  Holding.  Legal title to
Trust  property  is now and in the future  will be in the name of the Trust,  if
possible,  or Ridgewood Holding as trustee.  Ridgewood Holding is also a trustee
of the Other Power  Trusts and of an oil and gas  business  trust  sponsored  by
Ridgewood  Energy and is expected to be a trustee of other similar entities that
may  be  organized  by  the  Managing  Shareholder  and  Ridgewood  Energy.  The
President,  sole director and sole stockholder of Ridgewood Holding is Robert E.
Swanson;  its other  executive  officers are  identical to those of the Managing
Shareholder.  The principal office of Ridgewood  Holding is at 1105 North Market
Street, Suite 1300, Wilmington, Delaware 19899.

(g)  Section 16(a) Beneficial Ownership Reporting Compliance

     All individuals  subject to the requirements of Section 16(a) have complied
with those reporting requirements during 1999.

(h)  RPM.

     As discussed above at Item 1 - Business, RPM assumed day- to-day management
responsibility  for the Maine Biomass  Projects in March 1999. Like the Managing
Shareholder,  RPM is wholly  owned by Robert E.  Swanson.  It will enter into an
"Operation  Agreement" with the Indeck Maine Energy,  LLC under which RPM, under
the  supervision  of the  Managing  Shareholder,  will  provide the  management,
purchasing,  engineering,  planning  and  administrative  services for the Maine
Biomass  Projects.  RPM will charge the Trust at its cost for these services and
for the Trust's allocable amount of certain overhead items. RPM shares space and
facilities with the Managing Shareholder and its affiliates.  To the extent that
common  expenses can be  reasonably  allocated to RPM, the Managing  Shareholder
may, but is not required to,  charge RPM at cost for the  allocated  amounts and
such  allocated  amounts will be borne by the Trust and other  programs.  Common
expenses that are not so allocated will be borne by the Managing Shareholder.

     Initially,  the Managing  Shareholder does not anticipate  charging RPM for
the full amount of rent,  utility supplies and office expenses allocable to RPM.
As a result,  both  initially and on an ongoing  basis the Managing  Shareholder
believes  that  RPM's  charges  for its  services  to the Trust are likely to be
materially  less than its  economic  costs and the costs of engaging  comparable
third persons as managers.  RPM will not receive any  compensation  in excess of
its costs.

     Allocations  of costs  will be made  either  on the  basis of  identifiable
direct costs,  time records or in proportion to each  program's  investments  in
Projects  managed by RPM; and  allocations  will be made in a manner  consistent
with generally accepted accounting principles.

     RPM will not  provide any  services  related to the  administration  of the
Trust, such as investment, accounting, tax, investor communication or regulatory
services,  nor will it  participate  in  identifying,  acquiring or disposing of
Projects.  RPM will not have the power to act in the Trust's name or to bind the
Trust,  which will be  exercised  by the  Managing  Shareholder  or the  Trust's
officers.

     The  Operation  Agreement  does not have a fixed term and is  terminable by
RPM,  by the  Managing  Shareholder  or by vote of a  majority  in  interest  of
Investors,  on 60 days' prior notice. The Operation  Agreement may be amended by
agreement of the  Managing  Shareholder  and RPM;  however,  no  amendment  that
materially  increases the obligations of the Trust or that materially  decreases
the  obligations  of RPM shall  become  effective  until at least 45 days  after
notice of the amendment,  together with the text thereof,  has been given to all
Investors.

     The  executive  officers  of RPM are  the  same as  those  of the  Managing
Shareholder set forth above.

Item 11.  Executive Compensation.

     The  Managing  Shareholder  compensates  its  officers  without  additional
payments  by the  Trust.  The  Trust  will  reimburse  RPM at cost for  services
provided by RPM's employees.  Information as to the fees payable to the Managing
Shareholder   and  certain   affiliates  is  contained  at  Item  13  -  Certain
Relationships and Related Transactions.

     Ridgewood  Holding,  the Corporate Trustee of the Trust, is not entitled to
compensation for serving in such capacity,  but is entitled to be reimbursed for
Trust  expenses  incurred  by it,  which  are  properly  reimbursable  under the
Declaration.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

     The Managing Shareholder  purchased for cash of $83,000 in the offering one
full Investor Share. By virtue of its purchase of Investor Shares,  the Managing
Shareholder  is entitled to the same ratable  interest in the Trust as all other
purchasers of Investor  Shares.  No other Trustees or executive  officers of the
Trust acquired Investor Shares in the Trust's offering.  No person  beneficially
owns 5% or more of the Investor Shares.

     The  Managing  Shareholder  was  issued one  Management  Share in the Trust
representing  the  beneficial  interests and  management  rights of the Managing
Shareholder in its capacity as the Managing Shareholder  (excluding its interest
in the Trust  attributable to Investor Shares it acquired in the offering).  The
management  rights of the Managing  Shareholder  are described in further detail
above  at Item 1 -  Business  and  below  in Item 10.  Directors  and  Executive
Officers of the Registrant. Its beneficial interest in cash distributions of the
Trust and its  allocable  share of the  Trust's  net  profits and net losses and
other items attributable to the Management Share are described in further detail
below at Item 13 -- Certain Relationships and Related Transactions.

Item 13.  Certain Relationships and Related Transactions.

     The  Declaration  provides  that cash flow of the  Trust,  less  reasonable
reserves which the Trust deems necessary to cover anticipated Trust expenses, is
to be distributed to the Investors and the Managing  Shareholder  (collectively,
the "Shareholders"),  from time to time as the Trust deems appropriate. Prior to
Payout (the point at which  Investors  have  received  cumulative  distributions
equal to the amount of their capital contributions), each year all distributions
from the Trust,  other than  distributions of the revenues from  dispositions of
Trust Property,  are to be allocated 99% to the Investors and 1% to the Managing
Shareholder  until  Investors  have been  distributed  during the year an amount
equal  to  14%  of  their  total   capital   contributions   (a  "14%   Priority
Distribution"), and thereafter all remaining distributions from the Trust during
the year, other than  distributions  of the revenues from  dispositions of Trust
Property,  are  to be  allocated  80% to  Investors  and  20%  to  the  Managing
Shareholder.  Revenues from dispositions of Trust Property are to be distributed
99% to Investors and 1% to the Managing  Shareholder until Payout. In all cases,
after Payout,  Investors are to be allocated  80% of all  distributions  and the
Managing Shareholder 20%.

     For any fiscal  period,  the Trust's net profits,  if any, other than those
derived from dispositions of Trust Property,  are allocated 99% to the Investors
and 1% to the Managing Shareholder until the profits so allocated offset (1) the
aggregate 14% Priority Distribution to all Investors and (2) any net losses from
prior  periods that had been  allocated to the  Shareholders.  Any remaining net
profits,  other than those  derived from  dispositions  of Trust  Property,  are
allocated 80% to the Investors and 20% to the Managing Shareholder. If the Trust
realizes  net  losses  for the  period,  the  losses  are  allocated  80% to the
Investors  and 20% to the  Managing  Shareholder  until the losses so  allocated
offset any net profits from prior  periods  allocated to the  Shareholders.  Any
remaining  net losses are  allocated 99% to the Investors and 1% to the Managing
Shareholder.  Revenues from  dispositions of Trust Property are allocated in the
same manner as distributions  from such  dispositions.  Amounts allocated to the
Investors   are   apportioned   among  them  in   proportion  to  their  capital
contributions.

     On  liquidation  of the  Trust,  the  remaining  assets of the Trust  after
discharge  of its  obligations,  including  any  loans  owed by the Trust to the
Shareholders, will be distributed, first, 99% to the Investors and the remaining
1% to the  Managing  Shareholder,  until  Payout,  and  any  remainder  will  be
distributed to the Shareholders in proportion to their capital accounts.


     The Trust made distributions to the Managing Shareholder (which is a member
of the Board of the Trust) and  Investors in 2000 and 1999 as stated at Item 5 -
Market Price of and  Dividends  on the  Registrant's  Common  Equity and Related
Stockholder  Matters.  The Trust paid fees to the Managing  Shareholder  and its
affiliates as follows:

Fee                   Paid to      2002      2001     2000      1999      1998
Investment fee       Managing
                     Shareholder   $ --     $  --    $ --      $ --     $337,158
Placement agent fee  Ridgewood
 and sales commis-   Securities
 sions               Corporation     --        --      --        --      277,008
Organizational,      Managing
 distribution and    Shareholder
 offering fee                        --        --      --        --    1,448,944
Management fee     Managing
                   Shareholder 1,166,112 2,332,224 2,257,357 2,377,941 1,606,269
Due diligence      Managing
 expenses          Shareholder       --      --       --       969,793   830,823
Reimbur-           Managing
 sements           Shareholder       --      --       --          --     793,654

     The  investment  fee equaled 2% of the proceeds of the offering of Investor
Shares and was payable for the Managing  Shareholder's services in investigating
and evaluating investment  opportunities and effecting investment  transactions.
The placement agent fee (1% of the offering proceeds) and sales commissions were
also paid from proceeds of the offering, as was the organizational, distribution
and offering fee (5% of offering  proceeds) for legal,  accounting,  consulting,
filing, printing,  distribution,  selling, closing and organization costs of the
offering.

     In addition to the foregoing, the Trust reimbursed the Managing Shareholder
and RPM at cost for expenses  and fees of  unaffiliated  persons  engaged by the
Managing  Shareholder  for Trust  business and for certain  expenses  related to
management of Projects.

     Other  information in response to this item is reported in response to Item
12. Executive Compensation,  which information is incorporated by reference into
this Item 13.

Item 14.  Control and Procedures

     Within the 90 days prior to the filing  date of this  Report,  the  Trust's
Chief Executive  Officer and Chief Financial  Officer conducted an evaluation of
the effectiveness  and design of the Fund's  disclosure  controls and procedures
pursuant to Rule 13a-15 of the  Securities  Exchange Act of 1934 (the  "Exchange
Act").  Based  upon that  evaluation,  the  Chief  Executive  Officer  and Chief
Financial  Officer each concluded  that the  disclosure  controls and procedures
were effective, with the exception of the matter noted below.

     During  the  2002  annual  financial  reporting  process,   management  has
identified  deficiencies  in  the  Trust's  ability  to  process  and  summarize
financial  information of certain individual  projects and equity investees on a
timely  basis.  Management  is  establishing  a  project  plan to  address  this
deficiency in 2003.

     There have been no significant changes in the internal controls or in other
factors that could  significantly  affect these controls  subsequent to the date
that they completed their evaluation.

     The term "disclosure  controls and procedures" is defined in Rule 13a-14(c)
of the Exchange Act as "controls  and other  procedures  designed to ensure that
information  required  to be  disclosed  by the issuer in the  reports  files or
submits under the Exchange Act is recorded, processed,  summarized and reported,
within the time periods specified in the [Securities and Exchange]  Commission's
rules and forms." The Trust's disclosure controls and procedures are designed to
ensure that material  information  relating to the consolidated  subsidiaries is
accumulated  and  communicated  to  management,  including  the Chief  Executive
Officer and Chief Financial  Officer,  as appropriate to allow timely  decisions
regarding the required disclosures.


Item 15.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

 (a)  Financial Statements.

     See the Index to Financial Statements in Item 8 hereof.

 (b) Reports on Form 8-K.

     On January 3, 2002, the Trust filed a Form 8-k to report that the Investors
had voted to approve the  amendments to the  Declaration.  On July 18, 2002, the
Trust  filed a Form 8-k to report  that the  Biomass  Plants  had each  received
Statements of Qualification from the Massachusetts Division of Energy Resources.
On November 27, 2002,  the Trust filed a Form 8-k to report on the completion of
the Synergics acquisition.

 (c)  Exhibits

     3.A.  Certificate of Trust of the Registrant.  Incorporated by reference to
Exhibit 3.A of the Registrant's  Registration  Statement on Form 10, dated April
30, 1998.

     3.B.  Amended Declaration of Trust of
the  Registrant.  Incorporated  by reference to Exhibit 3.B of the  Registrant's
Registration Statement on Form 10, dated April 30, 1998.

     3.C. Amendment No. 2 to Declaration of Trust.  Incorporated by reference to
Exhibit 3.C of the Registrant's  Registration  Statement on Form 10, dated April
30, 1998.

     3.D. Amendment No. 3 to Declaration of Trust.  Incorporated by reference to
Exhibit 3.D of the Registrant's  Registration  Statement on Form 10, dated April
30, 1998.

     10.A.  Agreement  of  Merger,  dated  as of  July  1,  1996,  by and  among
Consolidated Hydro Maine, Inc., CHI Universal,  Inc.,  Consolidated Hydro, Inc.,
Ridgewood  Maine Power  Partners,  L.P. and Ridgewood  Maine Hydro  Corporation.
Incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed
by  Ridgewood   Electric  Power  Trust  IV  (Commission  File  No.0-25430,   CIK
0000930364) with the Commission on January 8, 1997.

     10.B.  Letter,  dated  November  15,  1996,  amending  Agreement of Merger.
Incorporated  by  reference  to Exhibit 2.2 of  Amendment  No. 1 to the -Current
Report on Form 8-K filed by Ridgewood  Electric Power Trust IV (Commission  File
No. 0-25430, CIK 0000930364) with the Commission on January 9, 1997.

     10.C.  Letter,  dated  December  3,  1996,  amending  Agreement  of Merger.
Incorporated by reference to Exhibit 2.3 of the Current Report on Form 8-K filed
by  Ridgewood   Electric  Power  Trust  IV  (Commission  File  No.0-25430,   CIK
0000930364) with the Commission on January 8, 1997.

     10.D. Operation,  Maintenance and Administration Agreement,  dated November
1996, by and among  Ridgewood  Maine Hydro  Partners,  L.P., CHI Operations,
Inc. and Consolidated Hydro, Inc. Incorporated by reference to Exhibit 10 of the
Current  Report  on  Form  8-K  filed  by  Ridgewood  Electric  Power  Trust  IV
(Commission File  No.0-25430,  CIK 0000930364) with the Commission on January 8,
1997.

     10.E.  Management  Agreement,  dated  as of April  12,  1996,  between  the
Registrant and Ridgewood Power Corporation. Page 172

     10.F.  Agreement  to Purchase  Membership  Interests,  dated as of June 11,
1997, by and between  Ridgewood Maine,  L.L.C.  and Indeck Maine Energy,  L.L.C.
Incorporated  by reference to Exhibit 2.A. of Amendment No. 1 to Current  Report
on Form  8-K  filed by  Ridgewood  Electric  Power  Trust  IV  (Commission  File
No.0-25430, CIK 0000930364), dated July 1, 1997.

     10.G.  Amended and Restated  Operating  Agreement  of Indeck Maine  Energy,
L.L.C., dated as of June 11, 1997.  Incorporated by reference to Exhibit 2.B. of
Amendment No. 1 to Current Report on Form 8-K filed by Ridgewood  Electric Power
Trust IV (Commission File No.0-25430, CIK 0000930364) dated July 1, 1997.

     10.H.  Omitted.  No longer in force.

     10.I.  Limited  Liability Company Agreement of Santee River Rubber Company,
LLC.

     99.1.  Certifications under Section 906 of the Sarbanes-Oxley Act.

The Registrant agrees to furnish supplementally a copy of any omitted exhibit or
schedule to agreements filed as exhibits to the Commission upon request.

<PAGE>

SIGNATURES

Pursuant  to the  requirements  of  Section  13 or 15(d) 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 V (Registrant)

By:/s/ Robert E. Swanson    President                         June 24, 2003

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated.

By:/s/ Robert E. Swanson    President                         June 24, 2003
Robert E. Swanson

By:/s/ Christopher Naunton  Vice President and                June 24, 2003
Christopher Naunton         Chief Financial Officer

RIDGEWOOD POWER LLC  Managing Shareholder                     June 24, 2003
By:/s/ Robert E. Swanson    President
Robert E. Swanson




<PAGE>





                   CERTIFICATION PURSUANT TO RULE 13A-14 UNDER
                 THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


I, Robert E. Swanson,  Chief Executive Officer of Ridgewood Electric Power Trust
V ("registrant"), certify that:

1. I have reviewed this annual report on Form 10-K of the registrant;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)designed such disclosure  controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this annual report is being prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

     c) presented in this annual report our conclusions  about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent evaluation, to the registrant's auditors and senior management:

     a) all  significant  deficiencies  in the design or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated in this annual
report whether or not there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: June 24, 2003
/s/   Robert E. Swanson
-----------------------
Robert E. Swanson
Chief Executive Officer




<PAGE>






                   CERTIFICATION PURSUANT TO RULE 13A-14 UNDER
                 THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


I, Christopher I. Naunton,  Chief Financial Officer of Ridgewood  Electric Power
Trust V ("registrant"), certify that:

1. I have reviewed this annual report on Form 10-K of the registrant;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this annual report is being prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

     c) presented in this annual report our conclusions  about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent evaluation, to the registrant's auditors and senior management:

     a) all  significant  deficiencies  in the design or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated in this annual
report whether or not there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: June 24, 2003
/s/   Christopher I. Naunton
----------------------------
Christopher I. Naunton
Chief Financial Officer