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, 2001
                         Commission File No. 0-25935

                           THE RIDGEWOOD POWER GROWTH FUND
             (Exact Name of Registrant as Specified in Its Charter)

        Delaware                           22-3495594
(State or Other Jurisdiction             (I.R.S. Employer Identification No.)
of Incorporation or Organization)

  c/o Ridgewood Power, LLC, 947 Linwood Avenue, Ridgewood, New Jersey 07450
  (Address of Principal Executive Offices)                        (Zip Code)

Registrant's Telephone Number, including Area Code:  (201) 447-9000

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]


     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 $65,810,670.

Exhibit Index is located on page 31.


<PAGE>




PART I

Item 1.  Business.

Forward-looking statement advisory


         This Annual Report on Form 10-K, as with some other statements made by
The Ridgewood Power Growth Fund (the "Fund") from time to time, includes
forward-looking statements. These statements discuss business trends and other
matters relating to the Fund's future results and business. In order to make
these statements, the Fund 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 Fund in the future may be
materially different from the Fund's statements here.


     The Fund 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 Fund'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 Fund 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 Fund was organized as a Delaware business trust in January 1998 to
participate in the development, construction and operation of independent power
generating facilities and capital facilities ("Independent Power Projects" or
"Projects"). Ridgewood Energy Holding Corporation ("Ridgewood Holding"), a
Delaware corporation, is the Corporate Trustee of the Fund.

         The Fund sold whole and fractional shares of beneficial interest in the
Fund ("Investor Shares") pursuant to a private placement offering (the
"Offering"), which terminated in April 2000. Net of Offering fees, commissions
and expenses, the Offering provided approximately $54.6 million of net funds
available for investments in the development and acquisition of Projects. The
Fund has 1,187 record holders of Investor Shares (the "Investors"). As described
below in Item 1(c)(2), the Fund has invested substantially all of its net funds
in the Projects.


     The Fund has two managing shareholders: Ridgewood Power LLC ("Ridgewood
Power") and Ridgewood Power VI LLC ("Power VI"), both New Jersey limited
liability companies. Power VI has assigned and delegated all of its rights and
responsibilities to Ridgewood Power and is essentially a shell company.
Ridgewood Power and Power VI are collectively referred to as the "Managing
Shareholder." Both Ridgewood Power and Power VI are controlled by Robert E.
Swanson, who is the manager and chief executive officer of each. The officers of
Power VI are also the same as those of Ridgewood Power and Power VI currently
does not conduct any business. Ridgewood Power take all actions necessary to
manage the Fund, without any participation by Power VI.


     The Corporate Trustee acts on the instructions of the Managing Shareholder
and is not authorized to take independent discretionary action on behalf of the
Fund. See Item 10. Directors and Executive Officers of the Registrant below for
a further description of the management of the Fund.


     Robert E. Swanson and certain Swanson family trusts own 100% of the equity
of the following entities:


o Ridgewood Securities Corporation ("Ridgewood Securities")- Placement Agent;
o Ridgewood Power Management, LLC ("RPM") - Operates certain of the Projects
owned by the Trust and six other trusts organized by the Managing Shareholder;
o Ridgewood Power LLC ("Ridgewood Power")- Managing Shareholder of the Trust and
six other trusts; o Ridgewood Energy Holding Corporation - Corporate Trustee for
the Trust and six other trusts; and o Ridgewood Capital Management LLC
("Ridgewood Capital") - marketing affiliate and manager of seven venture
capital funds.

         Mr.  Swanson has sole voting and  investment  power over the Swanson
family  trusts and is the sole manager,chief executive officer of the above
entities.

         In addition, the Fund is affiliated with the following trusts organized
by the Ridgewood Power (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 Ridgewood Electric Power Trust V ("Power
V"); and o Ridgewood/Egypt Fund ("Egypt Fund").

          On November 5, 2001, the Fund sent to Investors a "Notice of
Solicitation of Consents" in which the Fund sought the Investor's consent to
amend the 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 18, 2001. A total of 658.1067
Investor Shares were outstanding and entitled to be voted. Based on such
tabulation, a majority of Investor Shares consented to such withdrawal and
amendments.

(b)  Financial Information about Industry Segments.

     The Fund has been organized to operate in only one industry segment:
independent power generation and related capital, infrastructure and venture
projects.

(c)  Narrative Description of Business.

     (1) General Description.

The Fund was formed to participate primarily in the development, construction
and operation of Projects that generate electricity for sale to utilities and
other users or provide long-term cash flows.

     (2)   The Fund's Investments.

         (i)  United Kingdom Landfill Projects

                  In 1999, Power V organized Ridgewood U.K. LLC, an English
limited liability company ("UK LLC") which formed Ridgewood UK Ltd ("UK LTD") to
acquire certain operating landfill gas generating projects located in England,
Scotland and Spain (the "UK Projects"). During 2001, the Fund was admitted as a
member of UK LLC and contributed capital to allow UK LTD to acquire more UK
Projects. The Fund and Power V own an interest in UK LLC in proportion to the
capital each has contributed, net of distributions and allocated profits and
losses. At December 31, 2001, UK LLC is owned 70% by Power V and 30% by the
Fund. Prior to October 16, 2001, UK LLC owned 100% of the outstanding shares of
UK LTD which had acquired 10 UK Projects.

         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 a company managing the UK
Projects and the assets of a company developing landfill gas projects. 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 Limited. As a result of the UK Merger, UK
LLC's ownership interest in UK LTD decreased from 100% to 76.3%.

         Certain shareholders of UK LTD 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, UK LTD 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 UK LTD issues the maximum number of shares to acquire the renovated
projects, UK LLC's ownership of UK LTD would fall from 76.3% to 63.5%

         Under the terms of the merger, certain directors and employees of UK
LTD have the option to acquire shares in UK LTD. 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, UK LTD would receive approximately $2.9 million from
the exercise of the options and UK LLC's ownership of UK LTD would fall from
76.3% to 67.2%. If all the options were exercised and UK LTD issues the maximum
number of shares to acquire the renovated projects, UK LLC's ownership of UK LTD
would fall to 57.0%.

         UK LTD now owns 13 UK projects with a capacity of 23 megawatts. 14
additional projects are under development. The Trust has invested $16.7 million
in UK LTD and the Growth Fund has invested $5.8 million. In addition to equity
financing, the remaining portion of the purchase price for the UK Projects was
furnished under a credit facility provided to UK LTD by The Bank of Scotland,
which has an outstanding balance of $14.5 million at December 31, 2001.

         The UK LTD 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 electricity prices
are increased annually by a factor equal to the percentage increase in the
United Kingdom Retail Price Index. Prior to the UK Merger, an affiliate of the
developers of the UK Projects provided day-to-day maintenance and administrative
services under subcontract for a flat fee per kilowatt-hour. As part of the UK
Merger, UK LTD acquired the net assets of the company which was providing the
maintenance and administrative services. UK LTD is now responsible for its own
operating expenses which include development and administrative, operation,
labor and maintenance activities for all of its UK Projects.

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


              In late 1998, the Fund and Power V 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 18 water plants constructed or under development, with a total
capacity of 21,200 cubic meters per day of potable water production (one cubic
meter equals 264.2 U.S. gallons) and 6 electric generation plants constructed or
under development with a total capacity of 23,400 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 the 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.


          (iii)  ZAP  The  Fund  invested   $2,050,000  in  Ridgewood  ZAP,  LLC
("Ridgewood  ZAP") in March 1999 as a holding company for its investments in ZAP
(formerly ZAPWorld.COM,  Inc. and ZAP Power Systems, Inc.). ZAP is headquartered
in  Sebastopol,  California,  north of San  Francisco.  ZAP designs,  assembles,
manufactures and distributes  electric bicycle power kits, electric bicycles and
tricycles,  electric scooters, and other electric transportation vehicles. ZAP's
common stock is quoted on the OTC Bulletin  Board under the symbol  "ZAPPQ." ZAP
produces electric scooters,  electric bicycles,  electric  motorcycles and other
products  which  are  imported  or are  manufactured  by  the  ZAP  using  parts
manufactured by various subcontractors.  Further information on ZAP is contained
in its Annual Report on Form 10-KSB and Quarterly Reports on Form 10-QSB,  filed
with the Securities and Exchange  Commission.  On March 30, 1999,  Ridgewood ZAP
purchased  678,808  shares of ZAP's common stock for a total  purchase  price of
$2,050,000 ($3.02 per share) in a private placement.

     As part of the transaction, Ridgewood ZAP was granted a warrant to purchase
additional shares of Common Stock of ZAP, which was exercised in June 1999 after
the Fund contributed to Ridgewood ZAP the $2,000,000 necessary to do so. The
total exercise price under the warrant was $2,000,000 and the exercise price per
share was 85% of the average daily closing price of the Common Stock over the 20
day period prior to the date of exercise, but not more than $4.50 per share and
not less than $3.50 per share. Ridgewood ZAP acquired 571,249 shares of ZAP
Common Stock on exercise.

     Ridgewood ZAP and ZAP entered into four agreements as of March 30, 1999: a
Stock and Warrant Purchase Agreement, a Common Stock Purchase Warrant, a letter
agreement regarding exercise of the warrant and an Investor's Rights Agreement.
The Stock and Warrant Purchase Agreement provided for the purchase of the Common
Stock and the issuance of the warrant and contained conventional representations
and warranties by the parties. The warrant and the letter agreement contained
the warrant provisions described above.

         In the beginning of the third quarter of 2001, the Fund entered into an
agreement with ZAP which resulted in the Fund selling its ZAP shares to ZAP and
certain of its shareholders. In exchange for the returned shares, the Fund
received a $1,500,000 interest bearing promissory note. The note calls for
installment payments to be made to the Fund until its maturity in 2003. The Fund
has received no payments on the note.

          On March 1, 2002,  ZAP filed a voluntary  petition for  reorganization
under  Chapter  11 of the U. S.  Bankruptcy  Code with the U.S.  Bankruptcy
Court in Santa Rosa, California.

         Effective in the fourth quarter of 2001, the Fund wrote down its entire
investment in ZAP to zero.


          In 1999,  Mr.  Swanson  purchased  a  franchise  to  distribute  ZAP's
products in the eastern portion of Long Island, New York. See Item 12 -- Certain
Relationships and Related Transactions for additional information.


 (iv) Synergics, Inc. Acquisition

        Beginning in late 1999, the Managing Shareholder of the Fund, began
negotiations  to  buy  nine  existing   hydroelectric   generating  plants  from
Synergics, Inc. ("Synergics").  In the course of negotiations and due diligence,
the Managing  Shareholder  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 was 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 Fund and
Power V, through a joint venture, acquired the debt from the lender on April 28,
2000 for a payment of $17  million to the lender.  The debt  remains in default,
but the joint venture is not  exercising its remedies  against  Synergics or the
Synergics  subsidiaries  pending the proposed  acquisition  described below. 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 will own the joint  venture in  proportion  to the capital  each
supplies and neither will have preferred rights over the other.

          The joint  venture  intends to  acquire  the  Synergics  hydroelectric
generation business by forgiving the $17 million of outstanding debt and accrued
interest of $1,876,960,  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.  In
addition,  there is  approximately  $8 million of debt owed to Fleet Bank,  N.A.
Depending upon the ultimate  structure of the  transaction,  the Fleet debt will
either be discharged  (if an asset  purchase  transaction)  or left intact (if a
stock purchase transaction). The structuring and closing of the acquisition will
be  finalized  after  a  review  of  certain  financial,   contractual  and  tax
considerations. Until the acquisition closes, Synergics has agreed to retain all
working  capital  for the  account of the joint  venture  and to allow the joint
venture to approve all  operational  decisions  and  expenditures.  Synergics is
cooperating closely with the joint venture in making operational decisions.
However, although the joint venture currently intends to acquire the Synergics
hydroelectric generation business as promptly as possible, neither the joint
venture nor the Trust and the Growth Fund are obligated to acquire Synergics or
any of its assets. The president of Synergics agreed to vote the stock of
Synergics, Inc. 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.


 (v)Mediterranean Fiber Optic Project

         In September 1999, the Fund and Power V 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.

(3)  Project Operation.

     The major costs of a Project while in operation will be debt service (if
applicable), fuel, taxes, maintenance and operating labor. The ability to reduce
operating interruptions and to have a Project's capacity available at times of
peak demand are critical to the profitability of a Project.
Accordingly, skilled management is a major factor in the Fund's business.

          The technology  involved in conventional  power plant construction and
operations  as well as electric  and heat energy  transfers  and sales is widely
known  throughout the world.  There are usually a variety of vendors  seeking to
supply the  necessary  equipment  for any Project.  So far as the Fund is aware,
there are no  limitations  or  restrictions  on the  availability  of any of the
components  which would be  necessary  to  complete  construction  and  commence
operations of any Project.  Generally,  working capital  requirements  are not a
significant  item in the  independent  power  industry.  In  order  to  commence
operations,  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 Fund 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.
Although the capital costs and other  expenses of  environmental  protection may
constitute a  significant  portion of the costs of a Project,  the Fund believes
that those costs as imposed by current laws and  regulations  have been and will
continue to be largely  incorporated into the prices of its investments and that
it accordingly  has adjusted its investment  program so as to minimize  material
adverse effects. If future environmental  standards require that a Project spend
increased  amounts for  compliance,  such increased  expenditures  could have an
adverse effect on the Fund to the extent it is a holder of such Project's equity
securities.

(4) Trends in the Independent Power and Other Industries

         (i)Foreign Opportunities

The electricity markets in the United Kingdom were fully deregulated several
years before deregulation began in the U.S. Accordingly, the Trust, through UK
LTD, has invested in a niche area, landfill gas power plants. Several of the
Other Power Trusts own interests in two large landfill gas power plants in Rhode
Island and California and the technology and business are familiar to Ridgewood
Power. Further, because of the ecological benefits of landfill gas power plants,
the U.K. government has required utilities to enter into 15 year Power Contracts
at premium prices, through the Non-Fossil Fuels Purchasing Agency. 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. Ridgewood Power is investigating hedging
and other strategies to reduce exchange rate risk when cash flows from the UK
Gas Projects become large enough to make these strategies practical.

         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,  although  far 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.

(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 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, 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-Qualifying Facilities 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 and local
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 and local 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 and local
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.

         Foreign Regulation

(i)      UK

          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.

(ii)     Egypt


          Environmental,  construction,  legal, and labor requirements are often
unclear and can change  unpredictably at any time and without warning.  There is
no single  regulatory  agency  with  authority  over  water  desalinization  and
electric plants located at remote hotels.

          (d) Financial  Information  about Foreign and Domestic  Operations and
Export Sales.

              For 2001 and 2000, all revenues from customers not affiliated with
the Fund were from Egypt. The financial statements of the UK Projects and ZAP
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, 2001, income (loss) from sources inside and outside the United
States and asset locations were as follows:

Geographic Location        Income (loss)             Assets

United States              $(2,888,762)          $ 14,964,742

United Kingdom                (164,559)             5,500,719

Egypt                           15,910             29,473,012

 (e)  Employees.

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

          REI has  approximately  85  employees  located  in  Egypt.  UK LTD has
approximately 41 employees located in the United Kingdom.

Item 2.  Properties.

     Pursuant to the Management Agreement between the Fund and the Managing
Shareholder (described at Item 10(c)), Ridgewood Power provides the Fund with
office space at the Managing Shareholder's principal offices 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 Fund's subsidiaries.


                                                    Approximate
                                                       Square
                 Ownership     Ground  Approximate   Footage of   Description
                 Interests      Lease    Acreage      Project          of
Projects Location  in Land   Expiration of Land      (Actual         Project
                                                  o  r Projected)

UK Projects 13sites   Leased or  2014-  less than   n/a         Landfill gas
            in England, licensed    2015    10 acres               fueled gene-
            Scotland and  by UK LTD*                              ration plants
            Spain

Egypt       26 sites     Leased      n/a  less than      n/a      Electric gen-
 Projects   in Egypt      by REI**          10 acres                 erating or
                                                                   water desali-
                                                                   nation facil-
                                                                            ties

* Joint venture owned by the Fund and Power V.
** Joint venture owned by the Fund, Power V and Egypt Fund.

          The Fund believes  that these  properties  are currently  adequate for
current operations at those sites.

Item 3.  Legal Proceedings.

         There are no material legal proceedings involving the Fund.

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

         On November 5, 2001, the Fund sent to Investors a "Notice of
Solicitation of Consents" in which the Fund sought the Investor's consent to
amend the 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 18, 2001. A total of 658.1067 Investor Shares were
outstanding and entitled to be voted. Based on such tabulation, a majority of
Investor Shares consented to such withdrawal and amendments.

PART II

Item 5.  Market for Registrant's Common Stockholder Matters.

          The Fund sold 658.1067  Investor Shares of beneficial  interest in the
Fund in its private placement offering,  which concluded in April 2000. There is
currently no established  public trading market for the Investor  Shares.  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 six  Trusts  and the  Egypt  Fund  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  during 2001, 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 1,187 record
holders of Investor Shares.


(c)  Dividends


     The Fund made distributions as follows for the years ended December 31,
2001 and 2000:


                                          Year ended December 31,
                                             2001          2000
Total distributions
to Investors                                   --       $3,465,001

Distributions per
Investor Share                                 --            5,265

Distributions to
Managing
Shareholder                                    --           35,000


          The  Managing   Shareholder   discontinued   quarterly   distributions
effective   January  1,  2001.  The  Fund's  decision  whether  to  make  future
distributions  to Investors and their timing will depend on, among other things,
the net cash flow of the Fund and retention of reasonable reserves as determined
by the  Fund 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 Fund 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
                                                        Period from Commencement
                                                             of Share Offering
                                                             (February 9, 1998)
 As of and for the Years Ended December 31,                        through

                         2001            2000         1999        December 1998

Sales             $4,237,676         $2,180,231      $    --       $     --
Net loss          (3,037,411)        (1,909,206)     (980,540)        (851,745)
Net assets
(shareholders'
  equity)         39,313,776          46,091,190    45,657,426       24,354,681
Investments in
 Plant and
 Equipment (net
 of depreciation) 25,961,010          21,321,104           --               --
Total assets      48,835,302          53,174,689    45,881,708       25,733,430
Per Share of Trust:
  Revenues             6,439               3,313           --                --
  Net loss            (4,615)             (2,901)       (1,741)          (2,869)
  Net asset value     59,738              70,186        81,074           82,035
Distributions to
 Investors                --               5,265         1,642               --
                                                           (F1)

(F1) Average. Distributions varied based on number of shares and payment of
Early Investor Incentive.

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
Fund's financial statements and the notes thereto presented below. Dollar
amounts in this discussion are generally rounded to the nearest $1,000.

The Fund uses the equity method of accounting for its investments in ZAP and the
Mediterranean Fiber Optic Project/GFG. The Fund's investment in the Synergics
Hydro projects is in the form of a note receivable and, accordingly, the Fund's
earnings are in the form of interest income.

          The Fund and Power V also purchased a note  receivable from Synergics,
Inc.  ("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 paying an additional $1 million to the  shareholders of
Synergics  and  paying up to an  additional  $1.7  million  of  Synergics's  tax
liabilities that might be incurred as a result of the sale of its assets.
Through December 31, 1999, the Fund used the equity method of accounting for its
investment in the Egypt Projects. Beginning in the first quarter of 2000, the
Fund made additional investments and acquired majority ownership of the Egypt
Projects. As a result, effective January 1, 2000, the Fund has consolidated the
financial position and results of operations. All the Fund's consolidated
revenue and cost of sales relate to the Egypt Projects.

Outlook

         In Egypt, the Fund, Power V and Egypt Fund have constructed or are
developing 18 water desalination plants and 6 electric generation plants. When
development is complete, which is expected to occur in the second quarter of
2002, the total capacity of the water and power plants is expected to be
approximately 5,600,000 U.S. gallons per day and 23.4 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 Fund, through a United Kindgdom subsidiary, has purchased thirteen
landfill gas fired plants in the United Kingdom with a capacity of 23 megawatts.
The Trust has a net ownership interest of 23% in the subsidiary. The plants sell
the  electricity  to a  quasi-autonomous  non-governmental  organization  at  an
inflation  adjusted  price  for  15  years.  The  subsidiary  is  developing  14
additional projects in the United Kingdom.

            The Fund and Power V 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 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 Fund and Power V that materially
complies with the provisions outlined above.

Significant Accounting Policies

          The Fund's plant and equipment is recorded at cost and is  depreciated
over its estimated  useful life. The estimated  useful lives of the Fund's plant
and equipment range from 5 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  Fund's  operating  results  in the  period in which the
estimate is revised and subsequent periods. The Fund 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 Fund's operating results and financial condition.

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

         General and administrative expenses increased $899,000, or 144%, to
$1,524,000 in 2001 from $625,000 in 2000. The increase reflects additional costs
related to the Egyptian Projects, which had a larger number of projects in
operation in 2001 compared to 2000.

         The management fee paid to the Managing Shareholder increased $548,000,
or 50%, to $1,645,000 in 2001 from $1,097,000 in 2000. The increase reflects
that the Fund was charged for a full year of management fees in 2001 whereas in
2000 the management fee commenced in April 2000 when the Fund's offering ended.

          The  investment  fee  declined  from  $200,000 in 2000 to zero in 2001
reflecting the end of the Fund's offering in April 2000.

          The Fund's loss from  operations  increased  by  $521,000,  or 31%, to
$2,188,000  in 2001 from  $1,667,000 in 2000.  The increase  reflects the higher
general  and  administrative  charges  and  increased  management  fee in  2001,
partially offset by the increased gross profit from the Egyptian Projects.

          The Fund recorded interest income from the note related to the
Synergics Projects of $994,000 in 2001, an increase of $111,000 or 13%, from the
$883,000 recorded in 2000. The Fund acquired the note in April 2000.

         Interest income, excluding interest related to the Synergics Projects
note, decreased by $1,413,000 or 82% to $306,000 in 2001 from $1,719,000 in 2000
reflecting lower average cash balances on hand as the Fund completed its
investment program.

         The Fund's equity loss from its investment in ZAP decreased by
$523,000, or 39%, from $1,341,000 in 2000 to $818,000 in 2001 primarily as a
result of the Fund's writedown of ZAP in the fourth quarter of 2001. In the
fourth quarter of 2001, the Fund recorded a loss of $1,282,000 relating to the
write down of its investment in ZAP. In 2000, the Fund recorded a loss of
$1,448,000 relating to the write down of its investment in GFG.

         Other income of $198,000 in 2001 relates to foreign exchange gains from
the Egyptian Projects, partially offset by the costs incurred in issuing the
"Notice of Solicitation of Consents."

         The Fund recorded an equity loss in 2001 from its investment in the UK
Projects of $165,000.

         The Fund's net loss increased $1,128,000 or 59% from a loss of
$1,909,000 in 2000 to $3,037,000 in 2001, primarily reflecting lower income from
operations and lower interest income in 2001.

The year ended December 31, 2000 compared to the year ended December 31, 1999.

          Total  revenues  and  cost of  sales  of  $2,180,000  and  $1,925,000,
respectively,  in 2000 were  generated  by the Egyptian  Projects.  As indicated
above,  prior to 2000 the results of  operations  of the Egyptian  Projects were
accounted for using the equity method of accounting.  As a result,  the Fund did
not report any revenues or cost of sales in 2000.

         General and administrative expenses increase by $512,000 from $113,000
in 2000 to $625,000, reflecting costs associated with the Egyptian Projects. As
indicated above, prior to 2000 the results of operations of the Egyptian
Projects were accounted for using the equity method of accounting. As a result,
the Fund's reported general and administrative expenses did not reflect such
costs.

         In 1999, the Fund incurred $868,000 of due diligence expenses relating
to potential acquisitions that were abandoned.

         The Fund commenced charging a management fee upon the closing of the
Fund offering in April 2000. The management fee for 2000 was $1,097,000. The
investment fee charged on initial contributions decreased from $561,000 in 1999
to $200,000 in 2000 due to the closing of the fund offering in April 2000. Other
Trust-level expenses in 2000 were comparable to 1999.

         In 2000, the Fund had a net loss of $1,909,0000 as compared to a net
loss of $981,000 in 1999. The 2000 net loss includes $1,448,000 of charges
relating to the writedown of GFG.

         The Fund recorded a loss of $1,342,000 from ZAP in 2000 compared to a
loss of $640,000 in 1999, an increase of $701,000 or 110%. The increase in the
loss was due to increased operating expenses relating to ZAP's expansion in 2000
compared to 1999.

         The Fund recorded a loss of $198,000 in 1999 related to its investment
in the Egypt projects. In 1999, all projects in Egypt were in the development
stage whereas in 2000, the majority of these projects were in operation.

         The Fund recorded losses of $50,000 and $49,000 in 2000 and 1999,
respectively, related to its investment in GFG. GFG was not able to develop the
planned Mediterranean Fiber Optic Project and subsequently ceased operations.

         The Fund recorded interest income from the note related to the
Synergics Projects of $883,000. The Fund acquired the note in April 2000.

         Interest income at the Fund level increased to $1,718,000 from
$1,448,000 in 1999 as a result of the higher average cash balances on hand
during the year.

         The Fund's net loss increased $928,000 or 95% from a loss of $981,000
in 1999 to $1,909,000 in 2000, primarily as a result of the charge of $1,448,000
related to the writedown of GFG.

Liquidity and Capital Resources

In 2001 and 2000, the Fund's operating activities used cash of $994,000 and
$2,934,000, respectively. The increase use was primarily a result of redcuced
working capital needs in 2001 compared to 2000.

In 2001, the Fund used $16,924,000 in its investing activities, primarily
relating to investments in the UK Projects and the Egypt Projects. In 2000, the
Fund used $23,688,000 in its investing activities, primarily caused by the
investments in the Egypt Projects and the purchase of the Synergics note.

In 2001, the Fund generated $3,638,000 of cash from financing activities,
primarily as a result of contributions to the Egypt Projects by their minority
shareholders. In 2000, the Fund generated $6,218,000 of cash from financing
activities primarily as a result of shareholder contributions.


Obligations of the Fund 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 Fund 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:

2002           $609,550
2003           7 95,650
2004            864,599
2005            975,520
2006          1,092,435
Thereafter   10,149,979

      The UK Projects' secured long-term debt bears interest at rates tied to
LIBOR, which can fluctuate significantly over time. The UK Projects potential
annual exposure to a 10% increase in interest rates is estimated to be $58,000
at December 31, 2001.

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

         The Egyptian Project and UK Projects have certain long-term obligations
relating to their sales contracts and property leases. These long-term
obligations are not guaranteed by the Fund. The Fund and its subsidiaries
anticipate that during 2002 their cash flow from operations will be sufficient
to meet their obligations.

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

          The  Fund'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  Fund  invests  only in  short-term  instruments  for cash
management,  its exposure to interest  rate changes is low. The Fund has limited
exposure to trade accounts  receivable and believes that their carrying  amounts
approximate fair value.

          The Fund's  consolidated  Egyptian Projects'  investments in financial
instruments  are  short-term  pound  denominated  obligations of large banks and
trade accounts receivable and payable.

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

   Quantitative Information About Market Risk

          This table provides information about the Fund'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, 2001
                                                   Expected Maturity Date
                                                              2002
                                                             (U.S. $)
Bank Deposits and Certificates of  Deposit                 $ 655,000
Average interest rate                                         1.77%

                                                             (U.S. $)
Bank Deposits denominated in
Egyptian Pounds                                             $1,661,000
Average interest rate                                        1.3125%


Item 8.  Financial Statements and Supplementary Data.

Index to Consolidated Financial Statements

Report of Independent Accountants                                      F-2
Consolidated Balance Sheets at December 31, 2001 and 2000              F-3
Consolidated Statements of Operations for the three years
  ended December 31, 2001                                              F-4
Consolidated Statements of Comprehensive Loss
  for the three years ended December 31, 2001                          F-4
Consolidated Statements of Changes in Shareholders'
  Equity for the three years ended December 31, 2001                   F-5
Consolidated Statements of Cash Flows for the three
  years ended December 31,2001                                         F-6
Notes to Consolidated Financial Statements                          F-7 to F-10

   All schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.

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

          Neither the Fund nor the Managing Shareholders have had an independent
accountant  resign  or  decline  to  continue  providing  services  since  their
respective inceptions and neither has dismissed an independent accountant during
that period.  During that period of time no new independent  accountant has been
engaged by the Fund or the Managing Shareholder,  and the Managing Shareholder's
current accountants, PricewaterhouseCoopers LLP, have been engaged by the Fund.

PART III

Item 10.  Directors and Executive Officers of the Registrant.

(a)      General.

          As Managing  Shareholder of the Fund,  Ridgewood  Power has direct and
exclusive  discretion  in  management  and control of the affairs of the Fund. A
Managing  Shareholder will be entitled to resign as Managing  Shareholder of the
Fund 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.

          The purpose for having two managing shareholders,  Ridgewood Power and
Power VI, was to have  continuity of  management.  When the Fund was  organized,
Ridgewood Power was  considering  that it might cause Power I through Power V to
combine into a publicly traded  business.  That process might require  Ridgewood
Power to be a part of the  combination,  and management fees paid by the Fund to
the  managing  shareholder  might pass to Power I through  Power V in a way that
might  benefit the  shareholders  of Power I through Power V while leaving fewer
resources for the managers of the Fund.  Therefore,  when it organized the Fund,
Ridgewood  Power created Power VI's  predecessor as a stand-in entity that could
replace  Ridgewood Power.  However,  it currently seems unlikely that it will be
necessary to activate Power VI as a managing shareholder,  if a combination were
to occur.

Accordingly, Power VI is being maintained as a shell company and all of its
rights and duties have been assigned to Ridgewood Power.


(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 which
are organized to participate in the development, construction and ownership of
Independent Power Projects. It organized the Fund 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. Ridgewood Power LLC was
organized in early April 1999 and has no business other than acting as the
successor to Ridgewood Power Corporation.

    At the same time, Ridgewood Power VI Corporation, which was the other
Managing Shareholder, was merged into Ridgewood Power VI LLC, a New Jersey
limited liability company designated as Power VI in this Annual Report. Power VI
was also newly organized and has no business other than being the successor to
the dormant Ridgewood Power VI Corporation.

          Robert E.  Swanson  has been the  President,  sole  director  and sole
stockholder of Ridgewood Power  Corporation since its inception in February 1991
and is now 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.

     Ridgewood Power has also organized the Other Power Trusts as Delaware
business trusts to participate in the independent power industry.
Ridgewood Power LLC is now also their Managing Shareholder. The business
objectives of these trusts are similar to those of the Fund.

          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

     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 17 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 Corporation ("Ridgewood
Securities"), an NASD member which has been the placement agent for the private
placement offerings of the six 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 six privately offered venture capital
funds (the Ridgewood Capital Venture Partners, Ridgewood Capital Venture
Partners II and Ridgewood Capital Venture Funds III programs), 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 55, has also served as President of the Fund
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, II and IV ("Ridgewood Venture
Funds") venture capital 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 43, has served as Executive Vice President of the
Managing  Shareholder,  RPM,  the Fund,  and the Other Power  Trusts since their
respective  inceptions.  He has been  President of Ridgewood  Capital  since its
organization in 1998. As such, he is President of the Ridgewood Venture Partners
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.
         Martin V. Quinn, age 54, has been the Executive Vice President and
Chief Operating Officer of the Managing Shareholder, RPM, the Fund, and the
Other Power Trusts since April 2000. Before that, he had assumed the duties of
Chief Financial Officer of Ridgewood Power in November 1996 under a consulting
arrangement. In April 1997, he became a Senior Vice President and Chief
Financial Officer of Ridgewood Power and the Fund.

         Mr. Quinn has over 30 years of experience in financial management and
corporate mergers and acquisitions, gained with major, publicly-traded companies
and an international accounting firm. He formerly served as Vice President of
Finance and Chief Financial Officer of NORSTAR Energy, an energy services
company, from February 1994 until June 1996. From 1991 to March 1993, Mr. Quinn
was employed by Brown-Forman Corporation, a diversified consumer products
company and distiller, where he was Vice President-Corporate Development. From
1981 to 1991, Mr. Quinn held various officer-level positions with NERCO, Inc., a
mining and natural resource company, including Vice President- Controller and
Chief Accounting Officer for his last six years and Vice President-Corporate
Development. Mr. Quinn's professional qualifications include his certified
public accountant qualification in New York State, membership in the American
Institute of Certified Public Accountants, six years of experience with the
international accounting firm of PricewaterhouseCoopers, LLP, and a Bachelor of
Science degree in Accounting and Finance from the University of Scranton (1969).

          Daniel V. Gulino,  age 41, has been Senior Vice  President and General
Counsel of the Managing Shareholder, RPM., The Fund 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,  Inc. 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, 37, has been the Vice President and Chief Financial
Officer of the Managing Shareholder, RPM, the Fund 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 a Bachelor of Science degree in Business Administration
from Bucknell University (1986).

          Mary Lou Olin,  age 48, has served as Vice  President  of the Managing
Shareholder,  RPM, Ridgewood  Capital,  the Fund, 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 Fund 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 Fund under the terms of
the Declaration. Specifically, the Managing Shareholder will perform (or arrange
for the performance of) the management and administrative  services required for
the  operation  of the Fund.  Among other  services,  they will  administer  the
accounts and handle  relations with the Investors,  provide the Fund with office
space,  equipment and facilities and other services  necessary for its operation
and conduct the Fund'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.

       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 Fund will pay all other expenses of the Fund,
including transaction expenses, valuation costs, expenses of preparing and
printing periodic reports for Investors and the Commission, postage for Fund
mailings, Commission fees, interest, taxes, legal, accounting and consulting
fees, litigation expenses, expenses of operating Projects and costs incurred by
the Managing Shareholder in so doing and other expenses properly payable by the
Fund. The Fund will reimburse the Managing Shareholder for all such Fund and
other expenses paid by it.

          The  responsibilities  of the  Managing  Shareholder  and the fees and
reimbursements  of expenses  it is  entitled to are set out in the  Declaration.
Each  Investor  consented  to the terms and  conditions  of the  Declaration  by
subscribing to acquire Investor Shares in the Fund.

     The Fund has relied and will continue to rely on the Managing Shareholder
and engineering, legal, investment banking and other professional consultants
(as needed) and to monitor and report to the Fund concerning the operations of
Projects in which it invests, to review proposals for additional development or
financing, and to represent the Fund's interests. The Fund will rely on such
persons to review proposals to sell its interests in Projects in the future.

(d) Executive Officers of the Fund.

          Pursuant to the  Declaration,  the Managing  Shareholder has appointed
officers of the Fund to act on behalf of the Fund and sign  documents  on behalf
of the Fund as  authorized  by the Managing  Shareholder.  Mr.  Swanson has been
named the President of the Fund and the other executive officers of the Fund 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 Fund 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 Fund has full power to act on
behalf of the Fund. The managing shareholders expect that most actions taken in
the name of the Fund will be taken by Mr. Swanson and the other principal
officers in their capacities as officers of the Fund under the direction of the
Managing Shareholder rather than as officers of the Managing Shareholder.

         (e) Corporate Trustee

          The Corporate Trustee of the Fund is Ridgewood Holding. Legal title to
Fund  property  is now and in the  future  will be in the name of the  Fund,  if
possible,  or Ridgewood Holding as trustee.  Ridgewood Holding is also a trustee
of Power  I,  Power  II,  Power  III,  Power  IV,  Power V 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 Ridgewood  Power 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.

 (i)  RPM.

     RPM is controlled by Robert E. Swanson and owned by him and his family
trusts. For U.S. Projects for which the Fund decides to take operating
responsibility itself, the Fund will cause the Fund's subsidiary that owns the
Project to enter into an "Operation Agreement" under which RPM, under the
supervision of the Managing Shareholder, will provide the management,
purchasing, engineering, planning and administrative services for the Project.
RPM will charge the Fund at its cost for these services and for the Fund'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 Fund and other programs. Common expenses that are
not so allocated will be borne by the Managing Shareholder.

     The Managing Shareholder does not charge RPM for the full amount of rent,
utility supplies and office expenses allocable to RPM. As a result, RPM's
charges for its services to the Fund 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
Fund, 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 Fund's name or to bind the
Fund, which will be exercised by the Managing Shareholder or the Fund's
officers.

     The Operation Agreements will not have a fixed term and will be terminable
by RPM, by the Managing Shareholder or by vote of a majority in interest of
Investors, on 60 days' prior notice. The Operation Agreements may be amended by
agreement of the Managing Shareholder and RPM; however, no amendment that
materially increases the obligations of the Fund 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 the  same as those  for the  Managing
Shareholder.

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

     All individuals subject to the requirements of Section 16(a) have complied
with those reporting requirements during 2001.


Item 11.  Executive Compensation.

          The Managing  Shareholder  compensates its officers without additional
payments by the Fund. The Fund 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 Fund, is not entitled to
compensation for serving in such capacity, but is entitled to be reimbursed for
Fund expenses incurred by it, which are properly reimbursable under the
Declaration.


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

         The Fund sold 658.1067 Investor Shares (approximately $65.8 million of
gross proceeds) of beneficial interest in the Fund pursuant to a private
placement offering under Rule 506 of Regulation D under the Securities Act. The
offering closed in April 2000. Further details concerning the offering are set
forth above at Item 1 -- Business.

          The Managing Shareholder of the Fund, purchased for cash of $83,000 in
the offering 1 Investor  Share,  equal to .2 of 1% of the  outstanding  Investor
Shares.  By virtue of its purchase of that Investor  Share,  Ridgewood  Power is
entitled to the same  ratable  interest in the Fund as all other  purchasers  of
Investor  Shares.  No other  executive  officers of the Fund  acquired  Investor
Shares in the Fund's offering.

     The Managing Shareholder was issued one Management Share in the Fund
representing the beneficial interests and management rights of the Managing
Shareholder in its capacity as the Managing Shareholder (excluding its interest
in the Fund 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
Fund and its allocable share of the Fund'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 Fund, less reasonable
reserves which the Fund deems necessary to cover  anticipated Fund expenses,  is
to be distributed to the Investors and the Managing  Shareholder  (collectively,
the "Shareholders"),  from time to time as the Fund 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 Fund,  other than  distributions  of the revenues from  dispositions of
Fund  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  12%  of  their  total   capital   contributions   (a  "12%   Priority
Distribution"),  and thereafter all remaining distributions from the Fund during
the year,  other than  distributions  of the revenues from  dispositions of Fund
Property,  are  to be  allocated  75% to  Investors  and  25%  to  the  Managing
Shareholder.  Revenues from  dispositions of Fund 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  75% of all  distributions  and the
Managing Shareholder 25%.

     For any fiscal period, the Fund's net profits, if any, other than those
derived from dispositions of Fund Property, are allocated 99% to the Investors
and 1% to the Managing Shareholder until the profits so allocated offset (1) the
aggregate 12% 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 Fund Property, are
allocated 75% to the Investors and 25% to the Managing Shareholder. If the Fund
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 Fund 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 Fund,  the remaining  assets of the Fund after
discharge  of its  obligations,  including  any  loans  owed by the  Fund 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.

          In  2001  and  2000,  the  Fund  made  distributions  to the  Managing
Shareholder  (which  is a member of the Board of the Fund) as stated at Item 5 -
Market for  Registrant's  Common  Equity and  Related  Stockholder  Matters.  In
addition,  the Fund and its  subsidiaries  paid fees and  reimbursements  to the
Managing Shareholder and its affiliates as follows:

Fee           Paid to              2001         2000          1999         1998
Investmentfee Ridgewood
                Power           $  --        $199,500      $560,650    $577,813

Placement
agent fee     Ridgewood
and sales     Securities
commission    Corporation           --          98,950       188,842     304,031

Management     Ridgewood
Fees            Power          1,645,267      1,096,844          --          --


Organizational, Ridgewood
distribution      Power
 and offering
fee                                 --           442,790     1,698,842 1,775,798

Due diligence   Ridgewood
expenses(a)       Power                  --      708,758        868,208       --

(a)      Includes reimbursement forfees and expensesof third parties.

     The investment fee equaled 2% of the proceeds of the offering of Investor
Shares and was payable for the Managing Shareholder' 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  Fund  reimbursed  the  Managing
Shareholder  and RPM at cost  for  expenses  and  fees of  unaffiliated  persons
engaged by the Managing  Shareholder for Fund business and for certain  expenses
related to management of Projects.

          Mr.Swanson  is a director of ZAP. In  September  1999,  he purchased a
franchise to distribute ZAP's products on eastern Long Island, New York and paid
$10,000 to ZAP for the franchise.

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

 (a)  Financial Statements.

     See the Index to Financial Statements in Item 8 hereof.

 (b) (b) Reports on Form 8-K.

          The Registrant filed a Form 8-K with the Commission on December 20,
2001 reporting the results of the Notice of Solicitation of Consents.

 (c)  Exhibits

      3.A.Certificate of Trust of the Registrant.Incorporated by reference to
the same Exhibit in the Registrant's Registration Statement on Form 10.

     3.B. Amendment No. 1 to Certificate of Trust.
Incorporated by reference to the same Exhibit in the Registrant's Registration
Statement on Form 10.

     3.C. Declaration of Trust of the Registrant. Incorporated by reference to
the same Exhibit in the Registrant's Registration Statement on Form 10.

     10.A.  Stock and Warrant Purchase  Agreement for ZAP Power Systems,  Inc.
Incorporated by reference to the same Exhibit in the  Registrant's Registration
Statement on Form 10.

     10.B.  Warrant for  Purchase  of Common  Stock of ZAP Power Systems,  Inc.
Incorporated by reference to the same Exhibit in the  Registrant's Registration
Statement on Form 10.

     10.C Investors' Rights Agreement with ZAP Power Systems, Inc. Incorporated
by reference to the same Exhibit in the Registrant's Registration Statement on
Form 10.

     10.D. Milestone letter agreement with ZAP Power Systems, Inc. Incorporated
by reference to the same Exhibit in the Registrant's Registration Statement on
Form 10.

     10.E. Letter agreement re board representation with ZAP Power Systems,Inc.
Incorporated by reference to the same Exhibit in the Registrant's Registration
Statement on Form 10.

     10.F.Management Agreement between the Fund and Managing Shareholders
Incorporated by reference to the same Exhibit in the Registrant's Registration
Statement on Form 10.

     10.G. Key Employees'Incentive Plan. Incorporated by reference to the same
Exhibit in the Registrant's Registration Statement on Form 10.

     10.H.Agreement of Merger between Ridgewood Power Corporation and Ridgewood
Power LLC. Incorporated by reference to the same Exhibit in the Registrant's
Registration Statement on Form 10.


     10.I. Letter of Intent with Synergics, Inc. for acquisition of
Hydroelectric Projects

     10.J. Operating Agreement between Ridgewood Egypt for Infrastructure
Projects, Ltd. and Ridgewood International Development LLC.

     22. Subsidiaries of the Registrant


     24. Powers of Attorney Page

     27. Financial Data Schedule Page



<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.

Signature
Title

Date



THE RIDGEWOOD POWER GROWTH FUND
(Registrant)

By:/s/ Robert E.Swanson
President                                                April 24, 2002

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                                         April 24, 2002
Robert E. Swanson

By:/s/ Christopher Naunton
        Vice President and Chief Financial Officer        April 24,2002
Christopher Naunton

RIDGEWOOD POWER LLC Managing Shareholder                 April 24, 2002
 By:/s/ Robert E.Swanson
        President
Robert E. Swanson


<PAGE>

                                  The Ridgewood Power Growth Fund

                                 Consolidated Financial Statements

                                 December 31, 2001, 2000 and 1999




<PAGE>




Report of Independent Accountants


To the Shareholders of
The Ridgewood Power Growth Fund:

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, comprehensive loss, changes in
shareholders' equity and cash flows present fairly, in all material respects,
the financial position of The Ridgewood Power Growth Fund and its subsidiaries
(the "Fund") at December 31, 2001 and 2000, and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 2001, in conformity with accounting principles generally accepted in the
United States of America. These financial statements are the responsibility of
the Company'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
April 2, 2002


<PAGE>



  The Ridgewood Power Growth Fund
  Consolidated Balance Sheets

  -----------------------------------------------------------------------------

                                                           December 31,
                                                   -----------------------------
                                                       2001             2000
                                                   ------------    -------------
  Assets:
Cash and cash equivalents ......................   $  1,048,316    $ 15,328,703
Accounts receivable, net of allowance of
 $222,862 and $ 51,540 .........................        597,727         715,563
Due from affiliates ............................        181,832          17,403
Other current assets ...........................        213,106         104,679
                                                   ------------    ------------

        Total current assets ...................      2,040,981      16,166,348

Plant and equipment ............................     21,921,816      17,396,573
Construction in progress .......................      4,527,094       4,231,179
Office equipment ...............................        913,363         238,828
                                                   ------------    ------------

                                                     27,362,273      21,866,580
    Accumulated depreciation ...................     (1,401,263)       (545,476)
                                                   ------------    ------------

Plant and equipment, net .......................     25,961,010      21,321,104
                                                   ------------    ------------


Investment in:
Synergics Projects .............................     14,245,679      13,252,342
ZAP ............................................           --         2,100,284
United Kingdom Landfill Gas Projects ...........      5,500,719         334,611
Sinai Environmental Services ...................      1,086,913            --
                                                   ------------    ------------


       Total assets ............................   $ 48,835,302    $ 53,174,689
                                                   ------------    ------------

Liabilities and shareholders' equity:
Liabilities:
Accounts payable and accrued expenses ..........   $    373,868    $    698,367
Due to affiliates ..............................        424,769          86,131
                                                   ------------    ------------

       Total current liabilities ...............        798,637         784,498
                                                   ------------    ------------

Minority interest in the Egypt Projects ........      8,722,889       6,299,001

Commitments and contingencies

Shareholders' equity:
Shareholders' equity (658.1067 investor
 shares issued and outstanding at
  December 31, 2001 and 2000,respectively) .....     39,479,962      46,189,602
Managing shareholders' accumulated deficit
 (1 management share issued and outstanding) ...       (166,186)        (98,412)
                                                   ------------    ------------

      Total shareholders' equity ...............     39,313,776      46,091,190
                                                   ------------    ------------

      Total liabilities and shareholders' equity   $ 48,835,302    $ 53,174,689
                                                   ------------    ------------





   See accompanying notes to the consolidated financial statements.


<PAGE>



The Ridgewood Power Growth Fund
Consolidated Statements of Operations
--------------------------------------------------------------------------------

                                            For the Year Ended December 31,
                                    ------------------------------------------
                                        2001           2000            1999
                                    -----------    -----------    ------------


Revenues ........................   $ 4,237,676    $ 2,180,231    $      --

Cost of sales, including
 depreciation of $1,025,620
  and $588,119 in 2001 and 2000 .     3,256,555      1,924,932           --
                                    -----------    -----------    -----------

Gross margin ....................       981,121        255,299           --

General and administrative
 expenses .......................     1,523,877        625,514        112,765
Investment fee paid to the
 managing shareholders ..........          --          199,590        560,650
Management fee paid to the
 managing shareholders ..........     1,645,267      1,096,844           --
Project due diligence costs .....          --             --          868,208
                                    -----------    -----------    -----------

  Total other operating expenses      3,169,144      1,921,948      1,541,623
                                    -----------    -----------    -----------


Loss from operation .............    (2,188,023)    (1,666,649)    (1,541,623)

Other income (expense):
Interest income .................       305,746      1,718,371      1,447,920
Interest income from Synergics
 Projects .......................       993,685        883,275           --
Interest expense ................       (29,698)          --             --
Equity interest in loss of:
  ZAP ...........................      (818,043)    (1,341,525)      (639,915)
  United Kingdom Landfill Gas
   Projects .....................      (164,559)          --             --
  Egypt Projects ................          --             --         (197,759)
  GFG ...........................          --          (49,924)       (49,163)
Other income ....................       197,629           --             --
Write down of investment in ZAP .    (1,282,241)          --             --
Write down of investment in GFG .          --       (1,447,746)          --
                                    -----------    -----------    -----------

Other (expense) income, net .....      (797,481)      (237,549)       561,083
                                    -----------    -----------    -----------


Net loss before minority interest    (2,985,504)    (1,904,198)      (980,540)

Minority interest in the earnings
 of the Egypt Projects ..........       (51,907)        (5,008)          --
                                    -----------    -----------    -----------


Net loss ........................   $(3,037,411)   $(1,909,206)   $  (980,540)
                                    -----------    -----------    -----------









    See accompanying notes to the consolidated financial statements.



<PAGE>






The Ridgewood Power Growth Fund
Consolidated Statements of Changes in Shareholders' Equity
For The Years Ended December 31, 2001, 2000 and 1999
-------------------------------------------------------------------------------

                                  Subscriptions      Managing
                   Shareholders     Receivable     Shareholders       Total
                   ------------    ------------    ------------    -----------

Shareholders'
 equity,
 January 1,1999
 (296.8815
 investor
 shares and
 1 management
 share) .......... $ 24,388,198    $    (25,000)   $     (8,517)   $ 24,354,681

Capital
 contributions,
 net(266.2785
 investor
 shares) .........   24,055,886        (838,500)           --        23,217,386

Distributions ....     (924,760)           --            (9,341)       (934,101)

Net loss .........     (970,735)           --            (9,805)       (980,540)
                   ------------    ------------    ------------    ------------

Shareholders'
 equity,
 December 31,1999
 (563.16 investor
 shares and 1
 management
 share) ..........   46,548,589        (863,500)        (27,663)     45,657,426

Capital
 contributions,
 net(94.9467
 investor
 shares) .........    6,645,185         863,500            --         7,508,685

Distributions ....   (3,465,001)           --           (35,000)     (3,500,001)

Cumulative
 translation
 adjustment ......   (1,649,057)           --           (16,657)     (1,665,714)

Net loss .........   (1,890,114)           --           (19,092)     (1,909,206)
                   ------------    ------------    ------------    ------------

Shareholders'
 equity,
 December 31,2000
 (658.1067
 investor
 shares and 1
 management share)   46,189,602            --           (98,412)     46,091,190

Cumulative
 translation
 adjustment ......   (3,702,603)           --           (37,400)     (3,740,003)

Net loss .........   (3,007,037)           --           (30,374)     (3,037,411)
                   ------------    ------------    ------------    ------------

Shareholders'
 equity,
 December 31,2001
 (658.1067
 investor
  shares
  and 1
  management
  share) ......... $ 39,479,962    $       --      $   (166,186)   $ 39,313,776
                   ------------    ------------    ------------    ------------

   See accompanying notes to the consolidated financial statements.
<PAGE>

The Ridgewood Power Growth Fund
Consolidated Statements of Comprehensive Loss
--------------------------------------------------------------------------------

                                          For the Year Ended December 31,
                                    -----------------------------------------
                                        2001           2000           1999
                                    -----------    -----------    -----------
Net loss ........................   $(3,037,411)   $(1,909,206)   $  (980,540)

Cumulative translation adjustment    (3,740,003)    (1,665,714)          --
                                    -----------    -----------    -----------

Comprehensive loss ..............   $(6,777,414)   $(3,574,920)   $  (980,540)
                                    -----------    -----------    -----------

     See accompanying notes to the consolidated financial statements.


<PAGE>



The Ridgewood Power Growth Fund
Consolidated Statements of Cash Flows
--------------------------------------------------------------------------------

                                          For The Year Ended December 31,
                                    --------------------------------------------
                                        2001            2000             1999
                                    ------------    ------------    ------------
Cash flows from operating
 activities:
Net loss ........................  $ (3,037,411)   $ (1,909,206)   $   (980,540)
Adjustments to reconcile net loss
 to net cash flows from operating
  activities:
  Depreciation ..................     1,025,620         588,119            --
  Minority interest in earnings
   of Egypt Projects ............        51,907           5,008            --
  Equity interest in loss of ZAP        818,043       1,341,525         639,915
  Equity interest in loss of
   Egypt Projects ...............          --              --           197,759
  Equity interest in loss of
   United Kingdom Landfill Gas
    Projects ....................       164,559            --              --
  Equity interest in loss of GFG           --            49,924          49,163
  Write down investment in ZAP ..     1,282,241            --              --
  Write down investment in GFG ..          --         1,447,746            --
  Interest income from Synergics
   Projects .....................      (993,685)       (883,275)           --
  Changes in assets and
   liabilities,net of impact
    of consolidation of the
     Egypt Projects:
      Decrease (increase) in
       accounts receivable ......         6,696        (845,329)           --
     (Increase) decrease in
       other current assets .....      (185,860)         51,521         (70,296)
      Decrease in accounts
       payable and accrued
        expenses ................      (214,376)     (3,157,789)        (47,825)
     Increase (decrease) in
      due to/from affiliate,
       net ......................       174,209         378,074      (1,414,145)
                                   ------------    ------------    ------------

     Total adjustments ..........     2,129,354      (1,024,476)       (645,429)
                                   ------------    ------------    ------------

Net cash used in operating
 activities .....................      (908,057)     (2,933,682)     (1,625,969)
                                    ------------    ------------    ------------

Cash flows from investing
 activities:
Capital expenditures ............   (10,354,301)    (11,703,970)           --
Investment in ZAP ...............          --              --        (4,081,724)
Investment in Egypt
 Projects .......................          --              --        (4,933,851)
Investment in GFG ...............          --              --        (1,546,833)
Investment in Synergics
 Projects .......................          --       (12,369,067)           --
Investment in United Kingdom
 Landfill Gas Projects ..........    (5,476,886)       (334,611)           --
Investment in Sinai
 Environmental Services .........    (1,086,913)           --              --
Cash acquired by consolidation
 of Egypt Projects ..............          --           719,794            --
(Increase) decrease in deferred
  due diligence costs ...........          --              --           381,192
                                   ------------    ------------    ------------

Net cash used in investing
 activities .....................   (16,918,100)    (23,687,854)    (10,181,216)
                                   ------------    ------------    ------------

Cash flows from financing
 activities:
Proceeds from shareholders'
 contributions ..................          --         8,642,400      27,458,014
Selling commissions and offering
 costs paid .....................          --        (1,133,715)     (4,240,628)
Distribution to minority interest    (1,399,982)           --              --
Contributions to Egypt Projects
 by minority member .............     5,037,526       2,208,895            --
Cash distributions to
 shareholders ...................          --        (3,500,001)       (934,101)
                                   ------------    ------------    ------------

Net cash provided by financing
 activities .....................     3,637,544       6,217,579      22,283,285
                                   ------------    ------------    ------------

Effect of exchange rate on
 cash and cash equivalents ......       (91,774)          --               --

Net (decrease) increase in
 cash and cash equivalents ......   (14,280,387)    (20,403,957)     10,476,100
Cash and cash equivalents,
 beginning of period ............    15,328,703      35,732,660      25,256,560
                                   ------------    ------------    ------------

Cash and cash equivalents,
 end of period ..................  $  1,048,316    $ 15,328,703    $ 35,732,660
                                   ------------    ------------    ------------




   See accompanying notes to the consolidated financial statements.


<PAGE>
The Ridgewood Power Growth Fund
Notes to the Consolidated Financial Statements
--------------------------------------------------------------------------------


1.       Organization and Purpose

The Ridgewood Power Growth Fund (the "Fund") was formed as a Delaware business
trust in February 1997 by Ridgewood Energy Holding Corporation acting as the
Corporate Trustee. The managing shareholders of the Fund are Ridgewood Power LLC
("RPC") and Ridgewood Power VI LLC ("RP6C") (collectively the "Managing
Shareholder"). The Fund began offering shares on February 9, 1998 and
discontinued its offering in April 2000. Ridgewood Capital Management LLC
("RCC", formerly Ridgewood Capital Corporation) provided most services required
to support the offering. The Managing Shareholder and RCC are related through
common ownership. The Fund had no operations prior to the commencement of the
share offering.

The Fund has been organized to invest primarily in independent power generation
facilities, water desalinization plants and other capital facilities. 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 Fund. The Corporate Trustee acts on the instructions of the
Managing Shareholder and is not authorized to take independent discretionary
action on behalf of the Fund.

2.       Summary of Significant Accounting Policies

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

The Fund uses the equity method of accounting for its investments in affiliates
which are 50% or less owned if the Fund has the ability to exercise significant
influence over the operating and financial policies of the affiliates but does
not control the affiliate. The Fund'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 Fund 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 Fund evaluates its estimates, including
provision for bad debts, carrying value of investments, depreciation of plant
and equipment, and recordable liabilities for litigation and other
contingencies. The Fund 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 Fund
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 Fund will adopt SFAS 142 effective
January 1, 2002 and is currently assessing the impact that this standard may
have on the Fund.

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 Fund
will adopt SFAS 143 effective January 1, 2003 and is currently assessing the
impact that this standard may have on the Fund.

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 Fund will adopt SFAS
144 effective January 1, 2002 and is currently assessing the impact that this
standard may have on the Fund.

Cash and cash equivalents
The Fund 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. 121, Accounting for the Impairment
of Long-Lived Assets to be Disposed Of, the Fund 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
and water desalinization facilities, are 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 Fund 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 useful lives of
the assets, which vary from 3 to 20 years with a weighted average of 16 and 11
years at December 31, 2001 and 2000, respectively. During the years ended
December 31, 2001 and 2000, the Fund recorded depreciation expense of $1,025,620
and $588,119, respectively.

Revenue recognition
Power generation and water revenues are recorded in the month of delivery, based
on the estimated volumes sold to customers. 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 Fund'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.

Income taxes
The Fund's Egyptian subsidiaries have a ten year income tax holiday that expires
in 2010. Accordingly, no provision has been made for Egyptian income taxes in
the accompanying consolidated financial statements.

No provision is made for United States income taxes in the accompanying
consolidated financial statements as the income or losses of the Fund are passed
through and included in the tax returns of the individual shareholders of the
Fund.

Offering costs
Costs associated with offering Fund shares (selling commissions, distribution
and offering costs) are reflected as a reduction of the shareholders' capital
contributions.

Subscriptions receivable
Capital contributions are recorded upon receipt of the appropriate subscription
documents. Subscriptions receivable from shareholders are reflected as a
reduction of shareholders' equity.

Due diligence costs relating to potential power projects
Costs relating to the due diligence performed on potential power project
investments are initially deferred, until such time as the Fund determines
whether or not it will make an investment in the project. Costs relating to
completed projects are included in the cost of the investment and capitalized
and costs relating to rejected projects are expensed at the time of rejection.

These costs consist of payments for consultants and other unaffiliated parties
performing financial, engineering, legal and other due diligence procedures and
negotiations. It also includes travel and other out-of-pocket costs incurred by
employees of affiliates of the Managing Shareholder investigating potential
project investments.

Supplemental cash flow information
Total interest paid during the year ended December 31, 2001 was $29,698.

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

3.       Projects

Synergics Projects
Beginning in late 1999, RPC began negotiations with Synergics, Inc.
("Synergics") to buy nine existing hydroelectric generating plants (the
"Synergics Projects"). In the course of negotiations and due diligence, RPC
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, Ridgewood Electric Power Trust V ("Trust V",
whose managing shareholder is RPC) and the 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 debt remains in default, but the joint venture is not
exercising its remedies against Synergics or the Synergics subsidiaries pending
the proposed acquisition described below.

The joint venture intends to acquire the Synergics hydroelectric generation
business by forgiving the $17 million of outstanding debt and accrued interest
of $1,876,960, 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. In
addition, if a project lease for Synergics' Box Canyon, California hydroelectric
plant is extended beyond the year 2010, the joint venture will pay the Synergics
shareholders the lesser of $500,000 or one-half of the agreed present value
derived from the lease extension. The structuring and closing of the acquisition
is to be determined after a review of certain financial, contractual and tax
considerations.

Until the acquisition closes, Synergics has agreed to retain all working capital
for the account of the joint venture and to allow the joint venture to approve
all operational decisions and expenditures. Synergics is cooperating closely
with the joint venture in making operational decisions. However, although the
joint venture currently intends to acquire the Synergics hydroelectric
generation business as promptly as possible, neither the joint venture nor Trust
V or the Fund are obligated to acquire Synergics or any of its assets. Wayne L.
Rogers, the president of Synergics, agreed to vote the stock of Synergics, Inc.
beneficially owned by him (approximately 69% of the voting stock) in favor of a
merger or other corporate reorganization as specified by Trust V and the Fund
that materially complies with the provisions outlined above.

Although the joint venture now owns $17 million of the debt of Synergics, there
is approximately $8.625 million of debt owed to Fleet Bank, N.A. Trust V and the
Fund are in discussions concerning the assumption or refinancing of the Fleet
debt in connection with the acquisition.

Trust V supplied $5 million of the capital used by the joint venture to acquire
the debt and the Fund supplied the remaining $12 million. Any additional capital
needed for the acquisition will be supplied to the joint venture by the Fund.
Trust V and the Fund will own the joint venture in proportion to the capital
each supplies and neither will have preferred rights over the other.

The debt accrues interest at 11% per annum. For the years ended December 31,
2001 and 2000, the Fund recorded $993,685 and $883,275 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.

ZAP
On March 30, 1999, the Fund, through a wholly owned subsidiary, purchased
678,808 shares of common stock of ZAP (formerly ZAP World.com, "ZAP") for
$2,050,000. ZAP, headquartered in Sebastopol, California, designs, assembles,
manufactures and distributes electric power bicycle kits, electric bicycles and
tricycles and electric scooters. The Fund also received a warrant to purchase
additional shares of ZAP's common stock at a price between $3.50 and $4.50 per
share. The Fund exercised the warrant in June 1999 and purchased 571,249
additional shares for $2,000,000. The Fund owns approximately 21% of the
outstanding common stock of ZAP. In December 1999, the Fund received a warrant
to purchase an additional 100,000 shares of ZAP at a price of $6.25 per share
which expires in December 2002.

The Fund's investment in ZAP is accounted for using the equity method of
accounting. Accordingly, the accompanying consolidated statements of operations
include the Fund's interest in ZAP's results of operations since the acquisition
of the shares.

In the beginning of the third quarter of 2001, the Fund entered into an
agreement with ZAP which resulted in the Fund selling its ZAP shares to ZAP and
certain of its shareholders. In exchange for the returned shares, the Fund
received a $1,500,000 interest bearing promissory note. The note calls for
installment payments to be made to the Fund until its maturity in 2003. The Fund
has received no payments on the note.

On March 1, 2002, ZAP filed filed a voluntary petition for reorganization  under
Chapter 11 of the U. S. Bankruptcy Code with the U.S.  Bankruptcy Court in Santa
Rosa,  California.  Effective in the fourth quarter of 2001, the Fund wrote down
its entire investment in ZAP to zero.

Egypt Projects
In 1999, the Fund and Trust V jointly formed Ridgewood Near East Holdings LLC
("Ridgewood Near East") to develop electric power and water purification plants
for resort hotels in Egypt. The Fund and Trust V own Ridgewood Near East in
proportion to the capital they contributed, net of distributions and allocated
profits and losses.

Beginning in the first quarter of 2000, the Fund made additional investments and
acquired majority ownership of Ridgewood Near East. As a result, effective
January 1, 2000, the Fund has consolidated the financial position and results of
operations. In 2001, Ridgewood/Egypt Fund ("Egypt Fund") an affiliate of Trust V
and the Fund, made contributions to Ridgewood Near East. At December 31, 2001,
The Fund owns 68% of Ridgewood Near East. Trust V and the Egypt Fund's interests
in Ridgewood Near East is presented as a minority interest in the consolidated
balance sheets and consolidated statements of operations. At December 31, 2001,
the Fund owns 68% of Ridgewood Near East.

Prior to January 1, 2000, the Fund's investment in the Egypt Projects was
accounted for under the equity method of accounting. The Fund's equity in the
income/loss of the Egypt Projects has been included in the consolidated
financial statements from the inception of the projects to December 31, 1999.

In Egypt, the Fund currently has 18 water desalinization plants and 6 electric
generation plants constructed or under development. When construction is
complete, which is expected to occur in the second quarter of 2002, the total
capacity of the water and power plants is expected to be approximately 5,600,000
gallons per day and 23.4 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 of five 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.

On December 30, 2001, the Fund, through its Egyptian subsidiary, purchased a 28%
equity interest in Sinai Environmental Services S.A.E. ("Sinai"), a 1,585,000
gallons per day water desalinization plant, for 4,999,800 Egyptian pounds
(approximately $1,231,526). At December 31, 2001, the Fund 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, the Fund
made an additional investment in Sinai to increase its ownership to 53% and gain
control of Sinai.

During 2001, the Egyptian subsidiary recorded a provision for bad debt expense
of $171,322, on the collection of its trade receivables. The provision for bad
debt expense, which is included in the Consolidated Statements of Operations,
increases the allowance for doubtful accounts on the Consolidated Balance Sheets
from $51,540 at December 31, 2000 to $222,862 at December 31, 2001.

GFG
In September 1999, the Fund and Trust V 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 Fund and Trust V,
provided for a 25% ownership interest in GFG and the right to invest in projects
developed by GFG. The Fund and Trust V anticipated equally funding an
$18,000,000 joint venture investment in the Mediterranean Fiber Optic Project in
2000.

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

In the first quarter of 2000, the Fund 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 Fund recorded a writedown of $1,447,746 in the first
quarter of 2000 to reduce the estimated fair value of the investment to zero.
GFG subsequently ceased operations.

United Kingdom Landfill Gas Projects
In 1999, Trust V 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 the
United Kingdom. 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 the United Kingdom. During 2001, the Fund
contributed $5,817,006 to the 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.

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
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. Ridgewood UK was renamed CLP Envirogas Limited in
2001. Trust V and the 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 $6,304,000, which will be amortized over the 15 year life of
the contact.

The determination of the final purchase price and allocation to the assets
acquired and liabilities assumed is still being assessed. The assets acquired
and liabilities assumed were recorded by the Fund at estimated fair values based
on information currently available and on current assumptions as to future
operations. The Fund expects to complete its review of the fair values of the
assets acquired and liabilities assumed in the year ended December 31, 2002 and,
accordingly, the allocation of purchase price is subject to revision.

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, UK LLC's ownership of Ridgewood UK would fall
from 76.3% to 63.5%

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%. If all the options
were exercised and Ridgewood UK issues the maximum number of shares to acquire
the renovated projects, the Company's ownership of Ridgewood UK would fall to
57%.

Ridgewood UK owns 13 plants with an installed capacity of 23 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 14 additional projects under
development.

In addition to the plants located throughout the United Kingdom, Ridgewood UK
has a 50% ownership in CLP Organogas SL ("Organogas"), a 2 megawatt plant
located in Seville, Spain. The Company 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.

The Fund's investment in the UK Landfill Gas Projects is accounted for under the
equity method of accounting. The Fund's equity in the loss of the UK Landfill
Gas Projects is included in the Fund's consolidated financial statements.

Summarized financial information for the UK Landfill Gas Projects is as follows:




         Balance Sheet Information

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

Current assets ................   $ 5,104,586
Non-current assets ............    36,435,013
                                  -----------

Total assets ..................   $41,539,599
                                  -----------

Current liabilities ...........   $ 3,326,271
Long-term debt ................    13,878,183
Deferred income taxes .........     1,081,202
Minority interest .............     4,908,121
Members' equity ...............    18,345,822
                                  -----------

Liabilities and members' equity   $41,539,599
                                  -----------


         Statement of Operations

              For the Year Ended
                December 31, 2001
             ---------------------
Revenue ......   $ 6,233,030
Cost of sales      5,594,142
Other expenses     1,187,718
                 -----------
Net loss .....  $   (548,830)
                 -----------

4.       Consulting Agreements

The Fund's Egypt Projects have agreements with three unrelated consultants that
provide marketing, construction and management services in Egypt. The
consultants receive, in total, a development fee of 10% of the capital cost of
any completed projects, an annual management fee of 1% of the capital cost of
completed projects and reimbursement of out-of-pocket costs incurred in
performing their duties under the agreements. Under the terms of the agreements,
if the Fund terminates the consultants, they receive a one-time payment based on
the present value of the future 1% annual management fee payments.

5.       Fair Value of Financial Instruments

At December 31, 2001 and 2000, the carrying value of the Fund's cash and cash
equivalents, accounts receivable and accounts payable and accrued expenses
approximated their fair value.

6.       Transactions With Managing Shareholder and Affiliates

The Fund pays RCC an organizational, distribution and offering fee up to 6% of
each capital contribution made to the Fund. This fee is intended to cover legal,
accounting, consulting, filing, printing, distribution, selling and closing
costs for the offering of the Fund. For the years ended December 31, 2000 and
1999, the Fund paid fees for these services to RCC of $422,790 and $1,698,451,
respectively. These fees are recorded as a reduction in the shareholders'
capital contribution.

The Fund also pays to RPC, one of the Managing Shareholder, an investment fee up
to 2% of each capital contribution made to the Fund. The fee is payable to RPC
for its services in investigating and evaluating investment opportunities and
effecting transactions for investing the capital of the Fund. For the years
ended December 31, 2000 and 1999, the Fund paid investment fees to the managing
shareholder of $199,590 and $560,650, respectively.

The Fund entered into a management agreement with RP6C, a Managing Shareholder,
under which RP6C renders certain management, administrative and advisory
services and provides office space and other facilities to the Fund. As
compensation to the RP6C for such services, the Fund pays it an annual
management fee equal to 2.5% of the total capital contributions to the Fund
payable monthly upon the closing of the Fund. The Fund closed on April 30, 2000
and management fees of $1,645,267 and $1,096,844 were paid for the years ended
December 31, 2001 and 2000, respectively.

The Fund 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 Fund.

Under the Declaration of Fund, RP6C is entitled to receive each year 1% of all
distributions made by the Fund (other than those derived from the disposition of
Fund property) until the shareholders have been distributed each year an amount
equal to 12% of their equity contribution. Thereafter, RP6C is entitled to
receive 25% of the distributions for the remainder of the year. RP6C is entitled
to receive 1% of the proceeds from dispositions of Fund properties until the
shareholders have received cumulative distributions equal to their original
investment ("Payout"). After Payout, RP6C is entitled to receive 25% of all
remaining distributions of the Fund.

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
Fund 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 Fund, the Managing Shareholder or such affiliate may charge
the Fund 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, 2001.

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

RPC purchased one investor share of the Fund for $83,000 in 1998. The Fund
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, 2001 and 2000, the Fund had outstanding payables and
receivables, with the following affiliates:

                                                       As of
                                                     December 31,
                                             Due To                Due From
                                       ------------------    -------------------
                                          2001       2000       2001       2000
                                       --------   --------   --------   --------

Ridgewood Management ...............   $ 85,276   $ 35,451   $   --     $   --
Trust V ............................     86,321       --       16,597     15,080
Egypt Fund .........................    253,172       --         --         --
United Kingdom Landfill Gas Projects       --         --      164,875       --
RCC ................................       --       19,930       --         --
Other affiliates ...................       --       30,750        360      2,323

From time to time, the Fund 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.

7.       Preferred Participation Rights

Preferred Participation Rights ("Right") were given to each shareholder whose
subscription was fully completed, paid for and accepted prior to December 31,
1998. Each Preferred Participation Right entitled the holder to an aggregate
distribution priority of $1,000. The number of Preferred Participation Rights
earned per investor share was equal to the number of whole or partial months
from the date of the acceptance of the subscription to December 31, 1998, except
that subscriptions from December 1 through December 31, 1998 were treated on the
same basis as subscriptions received in November 1998. A total of 1,890
Preferred Participation Rights were issued.

During 1999, cash distributions were first allocated 99% to holders of preferred
participation rights and 1% to the Managing Shareholder until shareholders
received distributions equal to $1,000 for each Right earned.

8.       Key Employees Incentive Agreement

The Key Employees Incentive Plan (the "Plan") was adopted by the Fund in
February 1998 and permits the Managing Shareholder to designate key executives
and employees of the Fund and its operating companies to receive Incentive
Shares.

The Managing Shareholder and persons granted Incentive Shares under the Plan are
entitled to receive a portion of the Fund's cash flow as follows:

                                 Prior to Payout*       After Payout*

Net Operating                Managing Shareholder   Managing Shareholder
Cash Flow                          Up to 20%                   20%
after Investors
obtain 12%                     Plan Participants      Plan Participants
cumulative                         Up to 5%                     5%
return

Net Cash                     Managing Shareholder   Managing Shareholder
Flow from                              1%                    20%
Dispositions                 Plan Participants      Plan Participants
                                      Zero                     5%

     * - Payout is considered to be cumulative distributions to the shareholders
equal to the original investment.

The Managing Shareholder and Plan participants will be entitled to cash flow on
a proportionate basis, meaning that if the cash flow allocable to them is less
than the maximum percentages stated in the table, that cash flow will be
distributed pro rata between the Managing Shareholder and Plan participants.

No Incentive Shares have been issued by the Managing Shareholder. Until
Incentive Shares are actually issued, the cash flow, if any, distributable to
those Shares will be distributed to the Managing Shareholder.

Each issued and outstanding Incentive Share will have voting rights equal to one
Investor Share.