SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

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

                   For the fiscal year ended December 31, 2002

                     Commission File No. 0-25935

                         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)

         1314 King Street
         Wilmington, DE                                       19801

(Address of Principal Executive Offices)                    (Zip Code)

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

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

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

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

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

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

         There is no market for the Shares. The aggregate capital contributions
made for the Registrant's voting Shares held by non-affiliates of the Registrant
at March 31, 2002 was $65,810,670.

Exhibit Index is located on page 29.


<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  certain  other  capital  facilities   ("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  Renewable  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 Renewable Power and Power VI are collectively referred to as
the "Managing  Shareholder."  Both  Ridgewood  Renewable  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
Renewable Power and Power VI currently does not conduct any business.  Ridgewood
Renewable  Power takes 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.

     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 ("PowerV");
o Ridgewood/Egypt Fund ("Egypt Fund");
o Ridgewood Power B Fund/Providence Expansion ("B Fund")

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

o Ridgewood Renewable PowerBank LLC
o Ridgewood Renewable PowerBank II LLC

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

     On November 5, 2001,  the 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.  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 similar 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,  a  Delaware,  limited
liability  company ("UK LLC"). UK LLC subsequently  formed Ridgewood UK Ltd ("UK
LTD") to  acquire  certain  operating  landfill  methane  gas  power  generation
projects  located in England and Scotland (the "UK Projects").  Later,  the Fund
was  admitted as a member of UK LLC and  contributed  capital to allow UK LTD to
acquire  more UK  Projects.  Power V and the Fund own an  interest  in UK LLC in
proportion  to the  capital  each  has  contributed,  net of  distributions  and
allocated  profits and  losses.  UK LLC is owned 70% by Power Trust V and 30% by
the Growth Fund. Prior to October 16, 2001, UK LLC owned 100% of the outstanding
shares of UK LTD,  which had acquired 10 UK Projects with total capacity of 19.9
Megawatts ("MW").

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

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

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

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

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

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

 (ii) Egyptian Projects

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

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

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

     All of REI's water  desalination  plants employ reverse  osmosis  equipment
("R/O").  This is a process  where  seawater or brackish  water (water with less
salt than  seawater but which is not  drinkable or  palatable) is pumped at high
pressure  (1,000  pounds per square inch) through thin,  porous  membranes.  The
pressurized  water passes through but the salt and other large molecules  remain
behind and thus are separated from the purified water.  This process has been in
existence for over thirty years and is widely used  throughout the world.  There
are  many  suppliers  of the R/O  equipment  and the  membranes.  REI  primarily
purchases R/O equipment from a U.S. company named Waterlink, because it believes
Waterlink offers the best combination of price, service and quality. However 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 served by REI have  increased,  although they are still less than
normal. 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  $3,000,000  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.  On or  about  July 1,  2003,  the  Second  Amended  Plan for
Reorganization   became  effective  and  Ridgewood  Zap's  $3,000,000  note  was
converted into 994,500 shares of common stock in the ZAP, as reorganized.  These
shares are publicly  traded but the shares  issued to Ridgewood  ZAP, as well as
all  other  unsecured  creditors  who  opted  for  an  equity  interest  in  the
reorganized  ZAP (as  opposed to taking less than $.10 on the dollar for amounts
owed  by ZAP at the  time of the  bankruptcy  filing)  are  subject  to  certain
restrictions which limit the ability to transfer or sell such shares. Generally,
beginning in the Summer of 2003,  12% of Ridgewood  interest in ZAP's shares are
released  from  restriction.  Each quarter  thereafter,  an  additional  12% are
likewise released until all such stock is no longer subject to restrictions.

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

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

 (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.

     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

     The Fund is somewhat  insulated  from the recent turmoil that has enveloped
the electric energy industry during the past several years because the Synergics
Projects  are QFs with  long-term  formula-price  Power  Contracts.  Each  Power
Contract  now  provides  for  rates in excess of  current  short-term  rates for
purchased  power.  There  has  been  much  speculation  that  in the  course  of
deregulating  the  electric  power  industry,  federal  or state  regulators  or
utilities would attempt to invalidate these power purchase  contracts as a means
of throwing some of the costs of deregulation on the owners of independent power
plants.

    (i) Foreign operations.

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

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

(5)  Competition

     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.

     (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. In 2002, revenues were recorded from customers of the Synergics
and Egypt  facilities.  The financial  statements of the UK Projects and ZAP are
not consolidated with those of the Fund and, accordingly, their revenues are not
considered to be operating  revenues.  As of and for the year ended December 31,
2002,  income (loss) from sources inside and outside the United States and asset
locations were as follows:

Geographic
Location            Income (loss)          Assets

United States      $(1,067,111)        $ 28,399,779

United Kingdom        (845,164)           5,184,870

Egypt               (1,419,098)          33,532,553

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

Item 2.  Properties.

     Pursuant to the Management Agreement between the 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
                                                     or Projected)

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

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

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


* 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.

         None.

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

         None.

PART II

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

     The 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 Other Power Trusts into a publicly  traded entity.  This
would require the approval of the Investors in the Trust and the other  programs
after proxy  solicitations,  complying with  requirements  of the Securities and
Exchange Commission,  and a change in the federal income tax status of the Trust
from a partnership  (which is not subject to tax) to a corporation.  The process
of considering  and effecting a  combination,  if the decision is made to do so,
will be very lengthy.  There is no assurance that the Managing  Shareholder will
recommend a combination,  that the Investors of the Trust or other programs will
approve it, that economic conditions or the business results of the participants
will be favorable for a combination,  that the  combination  will be effected or
that the economic  results of a combination,  if effected,  will be favorable to
the Investors of the Trust or other programs.  After  conducting  investigations
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,
2002 and 2001:

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

     The Managing Shareholder  discontinued  quarterly  distributions  effective
January 1, 2001. The 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
                    2002         2001      2000         1999   December 1998

Sales           $5,830,356   $4,237,676  $2,180,231   $    --       $     --
Net loss         3,331,373   (3,037,411) (1,909,206)    (980,540)    (851,745)
Net assets
(shareholders'
  equity)       36,315,970   39,313,776  46,091,190    45,657,426   24,354,681
Investments in
 Plant and
 Equipment (net
 of depreciation)32,991,661  25,961,010  21,321,104          --           --
Total assets     67,117,202  48,835,302  53,174,689    45,881,708   25,733,430
Per Share of Trust:
  Revenues            8,859       6,439       3,313           --          --
  Net loss           (5,062)     (4,615)     (2,901)       (1,741)      (2,869)
  Net asset value    55,182      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,
the UK Projects and the Mediterranean Fiber Optic Project/GFG. In 2001 and 2000,
the Fund's  investment in the Synergics Hydro projects was in the form of a note
receivable  and,  accordingly,  the Fund's earnings were in the form of interest
income.  In 2002,  the Fund  completed its  acquisition  of the Synergics  Hydro
projects and as a result,  the Fund has consolidated the financial  position and
results of operations effective November 23, 2002.

     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.  For the years
ended  2001 and 2000,  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  13 water
desalination  plants and 5 electric generation plants. The total capacity of the
water and power plants is  approximately  4,500,000 U.S.  gallons per day and 18
megawatts,  respectively.  Each  plant has a  contract  with a hotel or group of
hotels for the sale of the water or electricity  produced from the plant.  These
contracts have terms of up to thirty years.

     The Fund, through a United Kindgdom  subsidiary,  has purchased 15 landfill
gas fired plants in the United  Kingdom with a capacity of 25.5  megawatts.  The
Fund 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 10 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 acquired 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. On November 22, 2002, through another joint venture owned in the
same  proportion as the joint  venture that acquired the debt of Synergics,  the
Fund and Power V acquired 100% of the outstanding stock of Synergics. The former
shareholders  of Synergics  Inc.  received 100% of the  outstanding  shares of a
subsidiary  of  Synergics  in exchange for selling the stock of Synergics to the
Fund and Power V.


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 20 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, 2002 compared to the year ended December 31, 2001.

     Revenues  increased  by  $1,592,000,  or 38%,  to  $5,830,000  in 2002,  as
compared  to  $4,238,000  in 2001.  The  increase  in  revenues is a result of a
$334,000  increase  from  existing  operations  in  Egypt,  $887,000  due to the
acquisition  of Sinai  Company on February  15,  2002,  and  $371,000 due to the
acquisition  of the  Synergics  Projects on November 23,  2002.  The increase in
existing  operation  revenue is attributable to the increase in the capacity and
number of completed facilities.

     Gross margin  decreased  from  $981,000 in 2001,  to $427,000 in 2002.  The
decrease is primarily attributed to the increase in maintenance and depreciation
expense  incurred  as a  result  of  the  completion  of  facilities  and  their
operation,  as compared to the prior year when some  facilities were still under
construction.

     General  and   administrative   expenses  increased  $728,000  or  56%,  to
$2,029,000 in 2002 from $1,301,000 in 2001. The increase is primarily due to the
acquisition of the Synergic Projects and Sinai Company in 2002.

     The management fee paid to the Managing Shareholder  decreased $823,000, or
50%, to $823,000 in 2002 from  $1,645,000  in 2001.  The  decrease  reflects the
Managing  Shareholder waiving the third and fourth quarter fees, whereas in 2001
the Fund was charged for a full year of management fees.

     In 2002,  the Fund  recorded a  writedown  of  $298,000  for several of its
on-site plants in Egypt that were shut down or sold. The Fund did not record any
writedowns of projects in 2001.

     The  Fund's  loss  from  operations  increased  by  $673,000,  or  31%,  to
$2,861,000  in 2002 from  $2,188,000 in 2001.  The increase  reflects the higher
general and administrative charges, the writedown of investments and lower gross
margin, partially offset by the decrease in the management fee in 2002.

     The Fund  recorded  interest  income from the note related to the Synergics
Projects of $994,000 in 2001. During the second half of 2001, drought conditions
affected  many of the  Synergics  Projects,  reducing  revenues  and cash  flows
recorded by Synergics.  As a result of these reduced cash flows  experienced  by
Synergics, the Fund ceased accruing interest effective as of October 1, 2001.

     Interest income, excluding interest related to the Synergics Projects note,
decreased by $246,000 or 80% to $60,000 in 2002 from $306,000 in 2001 reflecting
lower average cash balances on hand.

     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 2001 the Fund recorded
an equity loss from its investment in ZAP of $818,000.

     Other income decreased  $46,000,  or 23%, from $198,000 in 2001 to $152,000
in 2002.  The decrease  relates to the reduction of foreign  exchange gains from
the Egyptian Projects.

     In 2002 the Fund recorded an equity loss of $845,000 from its investment in
the UK Projects, compared to an equity loss of $165,000 in 2001. The increase in
equity  loss  is a  result  of the  UK  Projects  experiencing  an  increase  in
maintenance costs to repair some of the facilities.

     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 years  presented.  In 2002, the Fund incurred $13,000 in income tax
expense on behalf of the Synergics Projects.

     The Fund's net loss increased  $294,000 or 10% from a loss of $3,037,000 in
2001 to $3,331,000 in 2002,  primarily  reflecting  lower income from operations
and lower interest income in 2002.

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

     Revenues  increased by  $2,058,000,  to  $4,238,000 in 2001, as compared to
$2,180,000 in 2000. The increase is attributable to the increase in the capacity
and number of completed facilities.

     Gross profit  increased by  $726,000,  to $981,000 in 2001,  as compared to
$255,000 in 2000, as a result of the increase in revenues.

     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.


Liquidity and Capital Resources

     In 2002 and 2001, the Fund's operating  activities used cash of $971,00 and
$908,000, respectively.

     In 2002,  investing  activities  provided  $209,000 as a result of the cash
received in the Synergics  acquisition  offset by the cash invested in the Egypt
Projects and Sinai Company.  In 2001, the Fund used $16,918,000 in its investing
activities,  primarily  relating to investments in the UK Projects and the Egypt
Projects.

     In 2002,  the Fund  generated  $628,000 of cash from  financing  activities
primarily as a result of borrowings of $2,688,000 from the Egyptian subsidiaries
bank loan,  offset by loan  repayments of $554,000 and advances to affiliates of
$1,505,000.  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.

     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.  In addition,
the Managing  Shareholder  has agreed to defer  collection of management fees in
2003, upon request.

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

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

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

     During the third quarter of 2002,  Ridgewood Near East executed a term loan
agreement  with its  principal  bank.  The bank  provided  a loan of  12,500,000
Egyptian pounds (approximately $2,688,000), which will mature on March 31, 2007.
The loan will be repaid in  quarterly  installments  of  781,250  (approximately
$168,000) starting June 2003. Outstanding borrowings bear interest at the bank's
medium term loan rate plus 0.5% (12.5% at December 31, 2002).

     Sinai has  outstanding  loans and interest  payable of 15,086,761  Egyptian
pounds  (approximately  $3,244,000).  The  collateralization of the non-recourse
loan is  restricted  to the assets of Sinai,  which at  December  31,  2002 were
$6,957,265.  The loan bears interest at 12% per annum. The provision of the loan
restricts Sinai from paying  dividends to its  shareholders or obtaining  credit
from  other  banks.  The loan has been in  default  since 1999 and has thus been
classified as a current liability.

     Six of the Synergics Projects's hydro-electric power plants are financed by
a term loan.  The Fund has a choice of variable or fixed  interest  rates on the
term loan.  Variable rates are LIBOR plus 1 3/4% (3.20% at December 31, 2002) or
the  Lenders  Corporate  Base Rate plus  1/2%.  At the  Fund's  option,  a fixed
interest  rate can be selected,  payable on any portion of the debt in excess of
$1,000,000,  for any  period of time from two to seven  years.  Such  fixed rate
shall be based on the U.S.  Treasury  note rate at the date of  election  plus 2
3/4%. At December 31, 2002, the variable rate of 3.2% was the effective interest
rate.

     This credit facility is collateralized by six hydroelectric  plants and the
notes receivable owned by the Synergics Projects. As additional  compensation to
the lender, the Fund is required to pay to the lender an additional amount equal
to 10% of the cash flow,  as defined,  of the financed  projects plus 10% of any
net proceeds,  as defined,  from the sale or  refinancing of any of the financed
projects.  No  additional  interest  payments were required for the period ended
December 31, 2002.

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

     The Egyptian  Projects and UK Projects  have certain  long-term  agreements
that  require  delivery  of  unspecified  volumes  of energy  and water at fixed
prices.  These long-term  contracts are not guaranteed by the Fund. The Fund and
its  subsidiaries  anticipate  that during 2003 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, 2002
                                              Expected Maturity Date
                                                        2003
                                                      (U.S. $)
Bank Deposits and Certificates of Deposit            $ 13,000
Average interest rate                                   1.04%

                                                      (U.S. $)
Bank Deposits denominated in Egyptian Pounds        $ 907,000
Average interest rate                                    1.05%


Item 8.  Financial Statements and Supplementary Data.

A.  Index to Consolidated Financial Statements

Report of Independent Accountants                      F-2
Consolidated Balance Sheets at December 31,
  2002 and 2001                                        F-3
Consolidated Statements of Operations for the
  three years ended December 31, 2002                  F-4
Consolidated Statements of Comprehensive Loss for
 the three years ended December 31, 2002               F-5
Consolidated Statements of Changes in
 Shareholders' Equity for the three years
  ended December 31, 2002                              F-5
Consolidated Statements of Cash Flows for the three
  years ended December 31, 2002                        F-6
Notes to Consolidated Financial Statements             F-8 to F-23

Financial Statements for United Kingdom Landfill Gas Projects

B. Supplementary Financial Information

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

                                             2002
-------------------------------------------------------------------------------
                            First         Second          Third         Fourth
                           Quarter        Quarter        Quarter       Quarter
-------------------------------------------------------------------------------
Revenue ............   $   896,000    $ 1,398,000    $ 2,058,000    $ 1,478,000

Loss from operations      (538,000)      (571,000)      (513,000)    (1,239,000)

Net loss ...........      (762,000)      (690,000)      (498,000)    (1,381,000)




                                             2001
-------------------------------------------------------------------------------
                            First        Second         Third         Fourth
                           Quarter       Quarter        Quarter       Quarter
-------------------------------------------------------------------------------
Revenue ............   $   916,000    $ 1,165,000    $ 1,372,000    $   785,000

Loss from operations      (461,000)      (343,000)      (628,000)      (756,000)

Net loss ...........      (307,000)      (452,000)       (54,000)    (2,224,000)



                        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, 2002 and 2001, and the results of their  operations
and their cash flows for each of the three  years in the period  ended  December
31, 2002, in conformity with  accounting  principles  generally  accepted in the
United States of America.  These financial  statements are the responsibility of
the 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
May 29, 2003


<PAGE>



  The Ridgewood Power Growth Fund
  Consolidated Balance Sheets
  ------------------------------------------------------------------------------

                                                           December 31,
                                                  -----------------------------
                                                       2002             2001
                                                  -----------      ------------
Assets:
Cash and cash equivalents ..................     $    919,903      $  1,048,316
Accounts receivable, net of
 allowance of $327,491 and
 $222,862...................................        1,586,394           597,727
Current portion of note receivable .........          200,000              --
Due from affiliates ........................        1,726,435           181,832
Prepaid and other current assets ...........          483,135           213,106
                                                 ------------      ------------

         Total current assets ..............        4,915,867         2,040,981

Investments:
Synergics Projects .........................             --          14,245,679
United Kingdom Landfill Gas Projects .......        5,184,870         5,500,719
Sinai Environmental Services ...............             --           1,086,913

Plant and equipment ........................       33,788,290        21,921,816
Construction in progress ...................        1,543,911         4,527,094
Office equipment ...........................        1,042,367           913,363
                                                 ------------      ------------

                                                   36,374,568        27,362,273
    Accumulated depreciation ...............       (3,382,907)       (1,401,263)
                                                 ------------      ------------

Plant and equipment, net ...................       32,991,661        25,961,010
                                                 ------------      ------------


Electric power sales contract ..............       17,430,794              --
Accumulated amortization ...................          (82,247)             --
                                                 ------------      ------------

                                                   17,348,547              --
                                                 ------------      ------------

Note receivable,
 less current portion ......................        6,549,822              --
Other assets ...............................          126,435              --
                                                 ------------      ------------


        Total assets .......................     $ 67,117,202      $ 48,835,302
                                                 ------------      ------------

Liabilities and shareholders' equity:
Liabilities:
Accounts payable and accrued expenses ......     $  2,823,107      $    373,868
Current portion of long term debt ..........        5,030,468              --
Due to affiliates ..........................          558,254           424,769
                                                 ------------      ------------

        Total current liabilities ..........        8,411,829           798,637
                                                 ------------      ------------

Loan payable, net of current portion .......        8,002,169              --
Minority interest ..........................       14,387,234         8,722,889

Commitments and contingencies

Shareholders' equity:
Shareholders' equity
 (658.1067 investor shares
  issued and outstanding) ..................       36,512,134        39,479,962
Managing shareholders'
 accumulated deficit (1 management
  share issued and outstanding) ............         (196,164)         (166,186)
                                                 ------------      ------------

        Total shareholders' equity .........       36,315,970        39,313,776
                                                 ------------      ------------

        Total liabilities and
         shareholders' equity ..............     $ 67,117,202      $ 48,835,302
                                                 ------------      ------------
       See accompanying notes to the consolidated financial statements.


<PAGE>



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

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


Revenues ..........................   $ 5,830,356    $ 4,237,676    $ 2,180,231

Cost of sales,
 including depreciation
 of $2,076,939, $1,025,620
 and $588,119 in 2002,
  2001 and 2000 ...................     5,403,596      3,256,555      1,924,932
                                      -----------    -----------    -----------


Gross margin ......................       426,760        981,121        255,299

General and
 administrative expenses ..........     2,029,485      1,301,015        625,514
Investment fee paid
 to the managing
 shareholders .....................          --             --          199,590
Management fee paid to
 the managing shareholders ........       822,633      1,645,267      1,096,844
Write down of assets in
 power generation
  projects ........................       297,652           --             --
Provision for bad debt expense ....       138,233        222,862           --
                                      -----------    -----------    -----------

  Total other operating expenses ..     3,288,003      3,169,144      1,921,948
                                      -----------    -----------    -----------


Loss from operation ...............    (2,861,243)    (2,188,023)    (1,666,649)

Other income (expense):
Interest income ...................        59,678        305,746      1,718,371
Interest income from
 Synergics Projects ...............          --          993,685        883,275
Interest expense ..................      (987,602)       (29,698)          --
Equity interest in
 loss of:
  Sinai Environmental
   Services .......................       (37,287)          --             --
  ZAP .............................          --         (818,043)    (1,341,525)
  United Kingdom Landfill
   Gas Projects ...................      (845,164)      (164,559)          --
  GFG .............................          --             --          (49,924)
Other income ......................       152,314        197,629           --
Write down of investment
 in ZAP ...........................          --       (1,282,241)          --
Write down of investment
 in GFG ...........................          --             --       (1,447,746)
                                      -----------    -----------    -----------

Other (expense) income, net .......    (1,658,061)      (797,481)      (237,549)
                                      -----------    -----------    -----------


Loss before income taxes ..........    (4,519,304)    (2,985,504)    (1,904,198)

Provision for income taxes ........        12,622           --             --
                                      -----------    -----------    -----------


Loss before minority interest .....    (4,531,926)    (2,985,504)    (1,904,198)

Minority interest in the
 loss (earnings) of
  subsidiaries ....................     1,200,553        (51,907)        (5,008)
                                      -----------    -----------    -----------


Net loss ..........................   $(3,331,373)   $(3,037,411)   $(1,909,206)
                                      -----------    -----------    -----------



    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 1,2000
 (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

Cumulative
 translation
 adjustment .....       330,231            --             3,336         333,567


Net loss ........    (3,298,059)           --           (33,314)     (3,331,373)
                   ------------    ------------    ------------    ------------

Shareholders'
 equity,
 December 31,2002
 (658.1067
 investor
 shares and 1
 management
 share) .........  $ 36,512,134            --      $   (196,164)   $ 36,315,970
                   ------------    ------------    ------------    ------------

      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,
                                    -----------------------------------------
                                        2002           2001           2000
                                    -----------    -----------    -----------
Net loss ........................   $(3,331,373)   $(3,037,411)   $(1,909,206)

Cumulative translation adjustment       333,567     (3,740,003)    (1,665,714)
                                    -----------    -----------    -----------

Comprehensive loss ..............   $(2,997,806)   $(6,777,414)   $(3,574,920)
                                    -----------    -----------    -----------

        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,
                                   --------------------------------------------

                                        2002           2001             2000
                                   ------------    ------------    ------------
Cash flows from
 operating activities:
Net loss .......................   $ (3,331,373)   $ (3,037,411)   $ (1,909,206)
Adjustments to reconcile
 net loss to net cash flows
 from operating activities:
  Depreciation .................      2,076,939       1,025,620         588,119
  Provision for doubtful
   accounts ....................        138,233         222,862
  Writedown of investments
   in power generation projects         297,652            --              --
  Minority interest in (loss)
   earnings of subsidiaries ....     (1,200,553)         51,907           5,008
  Equity interest in loss of ZAP           --           818,043       1,341,525
  Equity interest in loss of
   Sinai Environmental Services          37,287            --              --
  Equity interest in loss of
   United Kingdom Landfill Gas
     Projects ..................        845,164         164,559            --
  Equity interest in loss of GFG           --              --            49,924
  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
   acquired businesses:
     (Increase) decrease in
       accounts receivable .....       (355,234)       (216,166)       (845,329)
     (Increase) decrease in
       other current assets ....        (23,465)       (185,860)         51,521
      Increase in other assets .       (126,435)           --              --
      Increase (decrease) in
       accounts payable and
       accrued expenses ........        576,441        (214,376)     (3,157,789)
      (Decrease) increase in due
        to/from affiliate, net .         94,126         174,209         378,074
                                   ------------    ------------    ------------

     Total adjustments .........      2,360,155       2,129,354      (1,024,476)
                                   ------------    ------------    ------------

Net cash used in
 operating activities ..........       (971,218)       (908,057)     (2,933,682)
                                   ------------    ------------    ------------


Cash flows from investing
 activities:
Capital expenditures ...........     (1,067,390)    (10,354,301)    (11,703,970)
Cash paid for acquisition of
 Sinai Environmental Services ..       (981,267)     (1,086,913)           --
Cash received (paid) in
 acquisition of Synergics
 Projects, net .................      2,261,686            --       (12,369,067)
Investment in United Kingdom
 Landfill Gas Projects .........         (4,491)     (5,476,886)       (334,611)
Cash acquired by consolidation
  of Egypt Projects ............           --              --           719,794
                                   ------------    ------------    ------------
Net cash provided by (used in)
 investing activities ..........        208,538     (16,918,100)    (23,687,854)
                                   ------------    ------------    ------------








      See accompanying notes to the consolidated financial statements.


<PAGE>


The Ridgewood Power Growth Fund
Consolidated Statements of Cash Flows (Continued)
-------------------------------------------------------------------------------


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

Cash flows from financing
 activities:
Borrowings under bank loan ....      2,688,172            --              --
Repayments under bank loan ....       (554,008)           --              --
Short term advances to
 affiliates, net ..............     (1,505,244)           --              --
Proceeds from shareholders'
 contributions ................           --              --         8,642,400
Selling commissions and
 offering costs paid ..........           --              --        (1,133,715)
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)
                                  ------------    ------------    ------------
Net cash provided by
 financing activities .........        628,920       3,637,544       6,217,579
                                  ------------    ------------    ------------

Effect of exchange rate on
 cash and cash equivalents ....          5,347         (91,774)           --
Net decrease in cash and
 cash equivalents .............       (128,413)    (14,280,387)    (20,403,957)
Cash and cash equivalents,
 beginning of period ..........      1,048,316      15,328,703      35,732,660
                                  ------------    ------------    ------------

Cash and cash equivalents,
 end of period ................   $    919,903    $  1,048,316    $ 15,328,703
                                  ------------    ------------    ------------


Supplemental Disclosures:
Operating assets and
 liabilities included in
 business acquisitions;
Accounts receivable ...........        780,137            --              --
Notes receivable ..............      6,749,822            --              --
Other assets ..................        248,478            --              --
Loans payable .................     10,898,473            --              --
Accounts payable and
 accrued expenses .............      1,766,868            --              --






       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 Renewable
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 adopted SFAS 142  effective
January  1,  2002,  with  no  material  impact  on  the  consolidated  financial
statements.

SFAS 143
In June  2001,  the FASB  issued  SFAS  143,  Accounting  for  Asset  Retirement
Obligations, on the accounting for obligations associated with the retirement of
long-lived  assets.  SFAS 143  requires  a  liability  to be  recognized  in the
consolidated  financial  statements for retirement  obligations meeting specific
criteria.  Measurement of the initial  obligation is to approximate  fair value,
with  an  equivalent  amount  recorded  as an  increase  in  the  value  of  the
capitalized  asset.  The asset will be  depreciated  in  accordance  with normal
depreciation  policy and the  liability  will be increased for the time value of
money, with a charge to the income  statement,  until the obligation is settled.
SFAS 143 is effective for fiscal years  beginning  after June 15, 2002. The Fund
will  adopt  SFAS 143  effective  January  1,  2003 and has  assessed  that this
standard will not have a material impact 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 adopted SFAS
144  effective  January 1, 2002,  with no  material  impact on the  consolidated
financial statements.

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

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

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

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

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. 144, 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 14 and 20
years at  December  31,  2002 and 2001,  respectively.  During  the years  ended
December 31, 2002,  2001 and 2000,  the Fund  recorded  depreciation  expense of
$1,994,692, $1,025,620 and $588,119, respectively.

Electric Power Sales Contracts
A portion of the purchase price of the  Synergic's  Projects was assigned to the
Electric Power Sales Contracts at their fair market value and is being amortized
over the duration of the  contracts (11 to 22 years) on a  straight-line  basis.
Long term  power  purchase  contracts  for each  operating  hydroelectric  plant
require  the sale of the entire  output of power of the  respective  facility to
local public utility companies.

During the period  ended  December  31,  2002,  the Fund  recorded  amortization
expense of $82,247.  The Fund expects to record amortization  expense during the
next five years as follows:

Year Ended
December 31,         Amortization

2003                  $986,964
2004                   986,964
2005                   986,964
2006                   986,964
2007                   986,964

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 federal 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.  The Fund did incur  state  income  taxes of  $12,622  for the year  ended
December 31, 2002 on behalf of certain of the  Synergics  Projects.  At December
31,  2002 and 2001,  the Fund's net  assets had a tax basis of  $63,778,903  and
$63,960,568, respectively.

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.

Supplemental cash flow information
Total  interest  paid  during the years  ended  December  31,  2002 and 2001 was
$239,514 and $29,698, respectively.

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


3.  Projects
                                                    Accounting        Percent
                                                      Method         Ownership
                                                   -------------    -----------
  Egypt Projects                                   Consolidation         68%
  Synergics Projects                               Consolidation       70.8%
  United Kingdom Landfill Gas Projects                    Equity         30%
  ZAP*                                                    Equity         21%
  GFG*                                                    Equity       12.5%

* The Fund has written its investments in ZAP and GFG to zero, in 2001 and 2000,
respectively. Accordingly, the Fund no longer accounts for these investments.

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.

Currently the Egypt  projects  consist of 13 water  desalinization  plants and 5
electric  generation plants. The total capacity of the water and power plants is
approximately  4,500,000  gallons per day and 18 megawatts,  respectively.  Each
plant has a  contract  with a hotel or group of hotels for the sale of the water
or electricity  produced from the plant. These contracts generally have terms up
to thirty  years and some of the  contracts  provide for the transfer or sale of
ownership of the plant to the hotel at the expiration of the contract.  In 2002,
the Fund shut down and  removed  the  equipment  from two of its  on-site  water
desalinization  plants. In addition, in the first quarter of 2003, the Fund sold
another of its on-site power plants to the hosting  hotel.  As a result of these
transactions,  the Fund  recorded a writedown of $297,652 to adjust the carrying
value of the projects to reflect their current fair market value.  The writedown
has been presented as a separate line item under other operating expenses in the
Consolidated Statements of Operations.

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  $1,087,000).  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  of  4,379,637  Egyptian  pounds  (approximately
$939,000)  to increase  its  ownership  to 53% and gain  control of Sinai.  As a
result of the additional investment, effective February 16, 2002, Ridgewood Near
East  accounts for its  investment  in Sinai under the  consolidation  method of
accounting.

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

Since the effective date of the  acquisition of Sinai was February 16, 2002, the
pro forma  results of  operations as if the merger had taken place on January 1,
2002 would not be  significantly  different than the current results included in
the Consolidated Statements of Operations.

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

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

In total, the Fund and Trust V acquired the Synergics Projects for approximately
$20.3  million.  In return for their  investment,  the Fund and Trust V received
eight hydroelectric  generating plants with a market value of approximately $1.8
million, $2.4 million in cash, $6.7 million in notes receivable, $ .5 million in
accounts  receivable,  and $.2 million in other assets.  In accordance  with the
purchase agreement,  the Fund and Trust V assumed  approximately $7.5 million of
bank debt and income taxes payable of approximately  $1.2 million.  The Fund and
Trust V assigned  the  approximate  excess  purchase  price of $17.4  million to
electric power sales contracts,  which will be amortized over the remaining life
of the respective contracts.

The Fund  accounted  for its  investment  in the  initial  $17  million  of debt
acquired as a note  receivable  and accrued  interest at 11% per annum.  For the
years ended December 31, 2001 and 2000, the 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.

Effective  November 23, 2002,  the Fund  accounted for its 70.8% interest in the
Synergics  Projects as a purchase and the results of operations of the Synergics
Projects have been included in the Trust's consolidated financial statements.

The unaudited pro forma  consolidated  financial  information  of the Fund shown
below has been prepared based upon the historical consolidated income statements
of the Fund and Synergics,  giving effect to the Funds  acquisition of Synergics
as if it had occurred at the  beginning of each of the  presented  periods.  The
historical   information  has  been  adjusted  to  reflect  the  elimination  of
intercompany  transactions  as well  as the  interest  income  earned  on  notes
receivable from third parties.

The pro forma information is not necessarily  indicative of the results that the
Fund would have had if its  acquisition of Synergics had been completed prior to
November 23, 2002, or the results that the Fund will have in the future.


         Pro forma Combined Statement of Operations

                  For the Year Ended December 31,
                  ------------------------------
                        2002         2001
                    -----------   -----------
Revenue .........   $10,154,427   $ 8,032,301
Cost of sales ...     7,427,470     5,517,871
Operating loss ..    (1,237,795)   (1,772,033)
Minority interest      (809,912)      (13,340)
Net loss ........    (2,384,203)   (4,125,520)


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.

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%.  During 2002, the parties mutually agreed that Ridgewood UK
would not acquire the defined older  projects and would not be required to issue
any additional shares in relation to these projects.

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

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

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.

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

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

Current assets ................   $ 6,892,113   $ 5,104,586
Non-current assets ............    40,735,267    36,435,013
                                  -----------   -----------
Total assets ..................   $47,627,380   $41,539,599
                                  -----------   -----------


Current liabilities ...........   $ 4,106,077   $ 3,326,271

Long-term debt ................    19,842,782    13,878,183
Deferred income taxes .........       918,249     1,081,202
Other liabilities .............        77,699          --
Minority interest .............     5,400,035     4,908,121
Members' equity ...............    17,282,538    18,345,822
                                  -----------   -----------
Liabilities and members' equity   $47,627,380   $41,539,599
                                  -----------   -----------


         Statement of Operations

                For the Year Ended December 31,
                ------------------------------
                     2002          2001
                 -----------   -----------

Revenue ......   $ 9,120,088   $ 6,233,030
Cost of sales      9,991,516     5,594,142
Other expenses     1,945,724     1,187,718
                 -----------   -----------
Net loss .....   $(2,817,152)  $  (548,830)
                 -----------   -----------

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 expired 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 a  voluntary  petition  for  reorganization  under
Chapter 11 of the U. S. Bankruptcy Code with the U.S.  Bankruptcy Court in Santa
Rosa,  California.  On or  about  July 1,  2003,  the  Second  Amended  Plan for
Reorganization  became  effective and the Fund's note was converted into 994,500
shares of common  stock in the  reorganized  ZAP.  The new shares  are  publicly
traded but are subject to certain restrictions, which limit the Fund the ability
to transfer or sell such shares.  Generally,  beginning in the third  quarter of
2003, 12% of the Fund's interest will be released from restriction. Each quarter
thereafter,  an additional 12% will be likewise released until all such stock is
no longer subject to restrictions.  Effective in the fourth quarter of 2001, the
Fund wrote down its entire investment in ZAP to zero.

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.

4.       Long-Term Debt

Following is a summary of long-term debt at December 31, 2002:


                       Sinai         Ridgewood       Synergics        Total
                                     Near East
                   ------------    -------------   ------------    ------------

Bank debt .......  $  3,244,465    $  2,688,172    $  7,100,000    $ 13,032,637
Less -
 Current maturity    (3,244,465)       (336,003)     (1,450,000)     (5,030,468)
                   ------------    ------------    ------------    ------------
Total long-term
 debt ...........  $       --      $  2,352,169    $  5,650,000    $  8,002,169
                   ------------    -------------   -------------   ------------


During  the third  quarter  of 2002,  Ridgewood  Near East  executed a term loan
agreement  with its  principal  bank.  The bank  provided  a loan of  12,500,000
Egyptian pounds (approximately $2,688,000), which will mature on March 31, 2007.
The loan will be repaid in  quarterly  installments  of  781,250  (approximately
$168,000) starting June 2003. Outstanding borrowings bear interest at the bank's
medium term loan rate plus 0.5% (12.5% at December 31, 2002).

Sinai has outstanding  loans and interest payable of 15,086,761  Egyptian pounds
(approximately  $3,244,000).  The  collateralization of the non-recourse loan is
restricted to the assets of Sinai,  which at December 31, 2002 were  $6,957,265.
The loan bears  interest at 12% per annum.  The provision of the loan  restricts
Sinai from paying  dividends to its  shareholders or obtaining credit from other
banks. The loan has been in default since 1999 and has thus been classified as a
current liability.

Six of the Synergics  Projects's  hydro-electric  power plants are financed by a
term loan. The Fund has a choice of variable or fixed interest rates on the term
loan.  Variable  rates are LIBOR plus 1 3/4% (3.20% at December 31, 2002) or the
Lenders  Corporate Base Rate plus 1/2%. At the Fund's  option,  a fixed interest
rate  can be  selected,  payable  on  any  portion  of the  debt  in  excess  of
$1,000,000,  for any  period of time from two to seven  years.  Such  fixed rate
shall be based on the U.S.  Treasury  note rate at the date of  election  plus 2
3/4%. At December 31, 2002, the variable rate of 3.2% was the effective interest
rate.

This credit facility is collateralized by six hydroelectric plants and the notes
receivable owned by the Synergics  Projects.  As additional  compensation to the
lender,  the Fund is required to pay to the lender an additional amount equal to
10% of the cash flow, as defined,  of the financed  projects plus 10% of any net
proceeds,  as  defined,  from the  sale or  refinancing  of any of the  financed
projects.  No  additional  interest  payments were required for the period ended
December 31, 2002.

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

                                       Year Ended
                                      December 31,              Payment
                                      ------------               ------
                                      2003                   $5,030,468
                                      2004                    2,147,043
                                      2005                    2,147,043
                                      2006                    2,147,043
                                      Thereafter              1,561,040
                                                              ---------
                                        Total               $13,032,637
                                                            ===========

5. Lease Commitments

One of the  Synergic  Projects  hydroelectric  plants has leased the site at its
facility under a long term lease which  terminates in 2024. Rent expense for the
period November 23, 2002 to December 31, 2002 was $12,083.

Minimum lease payments are as follows:

                   2003                         $160,000
                   2004                          170,000
                   2005                          185,000
                   2006                          195,000
                   2007                          200,000
              Thereafter                       5,426,477
                                               ---------
    Total Minimum Lease                      $ 6,336,477
                                               =========
Payments

The Fund has certain other leases that require  payments based upon a percentage
of annual gross revenue of the hydroelectric  plant less any taxes or other fees
paid to the lessors.  There are no minimum rents required and these  commitments
are not  included  in the  amounts  presented  above.  Rent  expense  for  these
hydroelectric  plants for the period  November 23, 2002 to December 31, 2002 was
$451.

One of the Company's  hydroelectric  plants is subject to a second mortgage lien
in the amount of  $2,017,000,  in the event the plant  defaults on its  electric
power sales contract with the utility.

6.  Note Receivable

During  1989,  Synergics,  Inc.  constructed  a  hydroelectric  facility for the
Truckee-Carson Irrigation District (TCID). The construction and term funding for
this plant was provided by a portion of the secured  credit  facility ( See Note
4), and funds from  Synergics  Inc.  and TCID.  The sales price of the plant was
paid by assignment of future excess cash flows, as defined, of the hydroelectric
plant.   Synergics,   Inc.  repaid  construction   advances  received  from  the
hydro-electric  plant by assignment of the long term receivable.  The receivable
has been pledged as additional  collateral for the variable rate credit facility
(see Note 3). By  agreement  with TCID,  all excess  cash flows of the plant are
paid to the Fund as escrow  agent for the benefit of TCID,  Synergics,  Inc. and
the Fund. The agreement runs for 20 years and is  automatically  renewable until
the full amount due the Fund has been paid. The amounts initially due Synergics,
Inc. and assigned to the Fund were:


               Portion payable over
                15 years at variable interest           $ 4,000,000

               Portion payable over
                15 years at 15% fixed rate                2,137,000
                                                          ---------
                      Total due                         $ 6,137,000
                                                          =========

Cash flow from the plant is to be disbursed on the following priority basis
after payment of operating and maintenance expenses:

a) for payment of principal and interest on $4,000,000 portion ("First Note");
b) for payment of principal and interest on $1,363,000 at 10% interest
     amortized over 15 years to TCID ("Second Note");
c)  for payment of principal  and  interest on the $2,137,000 portion at
     15% interest ("Third Note"); and

Any  accrued  interest  not paid on the  Second or Third Note are to be added to
principal and the new balance amortized over the remaining  amortization period.
Any accrued  interest not paid or deferred  principal  amounts on the First Note
are given priority ahead of the Second and Third Note.

Operations  began in June 1989 and cash flow has not been sufficient to make all
scheduled  payments on the notes.  Accrued and unpaid interest has been added to
the principal amounts due under the First and Third Notes.

Upon the November 2002 acquisition,  the Fund adjusted the carrying value of the
First and Third Notes  receivable to $1,278,756  and  $5,471,066,  respectively,
based upon the  present  value of  expected  cash  flows from the  hydroelectric
facility.  As  payments  on the Third note have not yet  commenced,  no interest
income has been recorded in the periods presented.

Repayments due the Fund on the First Note are as follows at December 31, 2002:

                                                     First
                                                     Note
                                              ---------------
             2003                              $     200,000
             2004                                    200,000
             2005                                    200,000
             2006                                    200,000
             2007                                    200,000
             Thereafter                              278,756
                                              --------------
                                               $   1,278,756

As previously mentioned, payments on the Third Note are contingent upon the cash
flows from operations. The Fund does not expect to receive payments on the Third
Note until after the First and Second Notes are repaid.

7.  Consulting Agreements

The  Fund's  Egypt  Projects  have  agreements  with  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.

8.  Litigation

In February  2003, a complaint  was filed  against a subsidiary of the Fund by a
corporation  claiming breach of contract.  The corporation is requesting damages
of  $1,288,779,   plus  interest,  costs  and  attorney's  fees.  The  Fund  has
significant  defenses to these  claims and intends to defend  against the claims
vigorously.  In the opinion of  management,  the resolution of the litigation is
not  expected to have a material  adverse  effect on the  financial  position or
results of operations of the Fund.

9.  Fair Value of Financial Instruments

At December 31, 2002 and 2001,  the  carrying  value of the Fund's cash and cash
equivalents,  accounts  receivable  and  accounts  payable and accrued  expenses
approximates their fair value. The fair value of the long-term debt,  calculated
using  current  rates  for  loans  with  similar  maturities,  does  not  differ
materially  from its carrying value. It is not practicable to determine the fair
value of the Sinai debt as it is in default.


10. 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 year ended  December 31, 2000,  the
Fund paid fees for these services to RCC of $422,790. 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 year ended
December 31, 2000, the Fund paid investment fees to the managing  shareholder of
$199,590.

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 $822,633,  $1,645,267  and $1,096,844  were paid for the
years ended December 31, 2002, 2001 and 2000,  respectively.  For the year ended
December 31, 2002,  the managing  shareholder  waived 50% of the  management fee
due.

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, 2002.

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,  2002  and  2001,  the  Fund  had  outstanding   payables  and
receivables, with the following affiliates:

                                        As of December 31,
                                Due To                     Due From
                         -----------------------   ------------------------
                            2002          2001        2002          2001
                         ----------   ----------   ----------   -----------
Ridgewood Management .   $  179,402   $   85,276   $     --     $     --
Trust V ..............         --         86,321    1,490,549         --
Egypt Fund ...........      378,852      253,172         --           --
United Kingdom
 Landfill Gas Projects         --           --        218,809      164,875
Other affiliates .....         --           --         17,077       16,957

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.

11. 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.

12.  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.


13. Financial Information by Business Segment

The Fund's business  segments were determined  based on similarities in economic
characteristics  and  customer  base.  The Fund's  principal  business  segments
consist of power generation and water desalinization.

Common  services  shared by the business  segments are allocated on the basis of
identifiable  direct costs,  time records or in proportion to amount invested in
projects managed by Ridgewood Management.

The financial data for business segments are as follows:


                                   Water
                    ---------------------------------------
                        2002          2001          2000
                    -----------   -----------   -----------
Revenue .........   $ 4,088,172   $ 2,797,834   $ 1,043,483
Depreciation and
  amortization ..     1,395,198       609,671       268,367
Gross margin ....     1,954,279     1,191,176       317,079
Property, Plant &
  Equipment, net     19,009,864    10,628,640     6,634,928




                                     Power
                      --------------------------------------------
                          2002            2001            2000
                      ------------    ------------    ------------
Revenue ...........   $  1,742,184    $  1,439,842    $  1,136,750
Depreciation and
  amortization ....        419,345         208,164         183,450
Gross margin (loss)        (49,539)         (2,269)         74,526

Property, Plant &
  Equipment, net ..     11,514,945      10,107,668      10,242,574




                                  Corporate
                      ------------------------------------
                         2002        2001          2000
                      ---------    ---------    ----------
Revenue ...........   $    --      $    --      $    --
Depreciation and
  amortization ....     262,396     (207,785)     136,302
Gross margin (loss)    (262,396)     207,785     (136,302)
Property, Plant &
  Equipment, net ..     922,941      697,607      212,422


                                   Total
                    ---------------------------------------
                        2002         2001          2000
                    -----------   -----------   -----------
Revenue .........   $ 5,830,356   $ 4,237,676   $ 2,180,234
Depreciation and
  amortization ..     2,076,939     1,025,620       588,119
Gross margin ....       426,760       697,607       255,302
Property, Plant &
  Equipment, net     31,447,750    21,433,916    17,089,925



14.   Subsequent Event

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



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

     None.

PART III

Item 10.  Directors and Executive Officers of the Registrant.

(a) General.

     As Managing  Shareholder of the Fund,  Ridgewood Renewable 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 Renewable Power
and  Power  VI,  was  to  have  continuity  of  management  related  to  certain
transactions  that were  considering  regarding a combination of Power I through
Power V to combine into a publicly  traded  business.  That  transaction did not
occur but Power VI remains.

(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.  In December of 2002,  Ridgewood Power
LC changed its name to Ridgewood Renewable Power, LLC.

     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  Renewable  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 56, has also served as President of the Fund since
its  inception  in 1991 and as  President  of RPM,  the Other  Power  Trusts and
Ridgewood LLCs 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 44,  has served as  Executive  Vice  President  of the
Managing  Shareholder,  RPM, the Fund, the Other Power Trusts and Ridgewood LLCs
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.

     Daniel V.  Gulino,  age 42, has been  Senior  Vice  President  and  General
Counsel of the  Managing  Shareholder,  RPM,  The Fund,  Other Power  Trusts and
Ridgewood  LLCs. 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, 38, has been the Vice President and Chief Financial
Officer of the Managing  Shareholder,  RPM, the Fund,  Other Power  Trusts,  and
Ridgewood  LLCs.  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 and Ridgewood
LLCs 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 2002 and  2001,  the Fund did not  make  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       2002   2001     2000      1999      1998

Investment fee        Ridgewood
                      Power           --     --    $199,500  $560,650  $577,813
Placement agent fee   Ridgewood
 and sales commis-    Securities
 sions                Corporation      --    --      98,950   188,842   304,031
Management Fees       Ridgewood   822,633 1,645,267 1,096,844      --        --
                      Power
Organizational,       Ridgewood
 distribution and     Power
 offering fee                         --      --    442,790 1,698,842 1,775,798
Due diligence         Ridgewood
 expenses(a)          Power           --      --     708,758   868,208       --

(a) Includes reimbursement for fees and expenses of 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.  Control and Procedures

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

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

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

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


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

 (a)  Financial Statements.

     See the Index to Financial Statements in Item 8 hereof.

 (b) Reports on Form 8-K.

          The Registrant filed a Form 8-K with the Commission on November 27,
2002 reporting the acquisition of Synergics, Inc.

 (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.

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

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



<PAGE>



                                  SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Signature                     Title                          Date



THE RIDGEWOOD POWER GROWTH FUND (Registrant)

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

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

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

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

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


<PAGE>



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


I, Robert E. Swanson, Chief Executive Officer of The Ridgewood  Power Growth
Fund ("registrant"), certify that:

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

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

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

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
    a) designed such disclosure controls and procedures to ensure that material
    information relating to the registrant, including its consolidated
    subsidiaries, is made known to us by others within those entities,
    particularly during the period in which this annual report is being
    prepared;

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

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

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and senior management:
    a) all significant deficiencies in the design or operation of internal
    controls which could adversely affect the registrant's ability to record,
    process, summarize and report financial data and have identified for the
    registrant's auditors any material weaknesses in internal controls; and

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

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

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



<PAGE>



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


I, Christopher I. Naunton, Chief Financial Officer of The Ridgewood Power Growth
Fund ("registrant"), certify that:

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

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

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

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
     a) designed such disclosure controls and procedures to ensure that material
     information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this annual report is being
     prepared;

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

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

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and senior management:
    a) all significant deficiencies in the design or operation of internal
    controls which could adversely affect the registrant's ability to record,
    process, summarize and report financial data and have identified for the
    registrant's auditors any material weaknesses in internal controls; and

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

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

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