**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      DC 20549**





**FORM
      10-K/A**


**(Amendment
      No. 1)**


(Mark
      One)


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





For
      the
      fiscal year ended December 31, 2003





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





For
      the
      transition period from ________ to _______





Commission
      file number: 0-25935





**THE
      RIDGEWOOD POWER GROWTH FUND**


**** (Exact
      Name of Registrant as Specified in Its Charter)


Delaware
            
            22-3495594(State
                or Other Jurisdiction of
              Incorporation
                or Organization)
            
            (IRS
                Employer Identification Number)





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





(302)
                888-7444(Registrant’s
                telephone number, including area code)





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


(Title
      of
      Class)





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 o No
x




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.o




Indicate
      by check mark whether registrant is an accelerated filer (as defined in Rule
      12b-2 of the Act). Yeso Nox




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act. Yeso Nox




There
      is
      no market for the Investor Shares. As of February 28, 2006, number of shares
      outstanding was 658.1067.







**EXPLANATORY
            NOTE**
  The
            Ridgewood Power Growth Fund (the “Fund”) is filing this amendment to its Annual
            Report on Form 10-K for the year ended December 31, 2003, filed with
            the
            Securities and Exchange Commission (the “SEC”) on March 1, 2006 (the “Form
            10-K”), to amend Part II, Item 7. “Management’s Discussion and Analysis of
            Financial Condition and Results of Operations” (the “MD&A”) and Part II,
            Item 8. “Financial Statements and Supplementary Data” of the Form 10-K. This
            Amendment No. 1 to the Form 10-K is being filed to correct errors that
            occurred
            during the EDGARization process including (i) the incorrect insertion
            into the
            Report of Independent Registered Public Accounting Firm delivered by
            Perelson
            Weiner LLP of certain text that was intended to be inserted into the
            Report of
            Independent Registered Public Accounting Firm of PricewaterhouseCoopers
            LLP, and
            the revision of the
            Report of Independent Registered Public Accounting Firm delivered by
            PricewaterhouseCoopers LLP to reflect the appropriate heading (ii) the
            truncation of certain amounts in the contractual obligations table and
            the
            principal repayment of long-term debt schedule contained in the MD&A, (iii)
            the omission of the typed signature of Perelson Weiner LLP from their
            report and
            (iv) revision of Note 7
            of the Fund’s audited consolidated financial statements for the year ended
            December 31, 2003 and the MD&A to change the amount of the
            expense in
            connection with a certain consulting agreement to $567,534 from $550,560. These
            issues only affected the text of the respective audit reports and the
            amounts
            set forth in the contractual obligations table and the principal repayment
            of
            long-term debt schedule and did not affect any amounts or balances presented.
  Additionally,
            this amendment revises Item 15. “Exhibits and Financial Statement Schedules” of
            the Form 10-K to indicate that Exhibit 3(i)(D) is incorporated by reference
            to
            Fund’s definitive proxy statement filed with the SEC on November 5, 2001,
            to
            remove the reference to former Exhibit 10I, to clarify the description
            of former
            Exhibit 10J (current Exhibit 10I), and to indicate that former Exhibits
            10J and
            10K (current Exhibits 10I and 10J, respectively) and Exhibit 99.2 were
            filed as
            exhibits to the Form 10-K.
  As
            a
            result of this amendment, the certifications, pursuant to Section 302
            and
            Section 906 of the Sarbanes-Oxley Act of 2002, filed and furnished,
            respectively, as exhibits to the Form 10-K, have been re-executed and
            re-filed
            as of the date of this Form 10-K/A.
  Except
            as
            described above, no other changes have been made to the Form 10-K. This
            Form
            10-K/A does not amend or update any other information set forth in the
            Form
            10-K.











































































**FORM
      10-K/A**







**TABLE
      OF CONTENTS**








**PART
      II**





Item
                  7. Management's Dicussion and Analysis of Financial Condition and
                  Results
                  of OperationItem
                    8. Financial Statements and Supplementary
                    Data








**PART
      IV**





Item
                  15. Exhibits and Financial Statement SchedulesSIGNATURES











**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. See Item 8.
        Financial Statements and Supplementary Data. 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 the UK Projects
        and
        for ZAP (until the third quarter of 2001). In 2001, the Fund’s investment in the
        Ridgewood US 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 Ridgewood US 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 certain
        Egypt Projects. As a result, effective January 1, 2000, the Fund has
        consolidated the financial position and results of operations of certain
        Egypt
        Projects. In the first quarter of 2002, the balance of the Egypt Projects
        were
        consolidated as a result of acquisition. For the year ended 2001, all the
        Fund’s
        consolidated revenue and cost of sales relate to the Egypt
        Projects.
  **Outlook**
 
 The
        adoption of the Renewable Portfolio Standards (“RPS”) legislation in various
        states is indicative of the significant activity and movement in the industry,
        as well as at state and federal government, to increase the amount of renewable
        power that is supplied to utilities that serve end-use customers in such
        states.
        For example, in Massachusetts, legislation and regulations have been passed
        requiring such retail electric suppliers to have in their electric portfolio
        one
        (1%) from “new renewable power” for 2003. This renewable generation percentage
        requirement increases each year until the renewable generation amount equals
        four (4%) percent. New Jersey, Nevada, California and Connecticut have passed
        similar RPS legislation.
  Notwithstanding
        the development of a renewable energy market in many states, the general
        trends
        in the electric power industry have continued to reflect an attitude of caution
        and restraint. Throughout the United States, memories of the California energy
        crises, Enron Corp.’s bankruptcy proceedings before the FERC regarding certain
        questionable practices of other energy producers and marketers, as well as
        the
        US and world economy and the Iraq War, have led many to call for a more
        regulated electric industry, with strict reporting requirements and cost
        of
        service regulation. However, many legislators, regulators and market
        participants have not disavowed deregulation.
  The
        Projects owned by the Funds’ UK operations, which are not subject to the
        PowerBank arrangements, 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. While NETA has not impacted
        the
        income stream for the UK Projects, the attendant disruption has caused a
        realignment and consolidation within the UK utility industry. The industry
        regulator, Office of Gas & Electricity Markets (“OFGEM”), monitors these
        developments on a continuous basis.
  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, REFI
        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 in certain instances are
        based on contracted rates. Some arrangements are short-term and in other
        cases,
        hotels may attempt to renegotiate the terms of their arrangements. 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).
  In
        connection with the acquisition of US Hydro, the Fund and Power V, through
        a
        joint venture, purchased a note receivable from US Hydro for approximately
        $17
        million. At the time, the joint venture intended to acquire US Hydro’s nine
        hydroelectric plants by forgiving the then outstanding debt and $0.8 million
        of
        accrued interest, paying an additional $1 million to the shareholders of
        US
        Hydro, and paying up to an additional $1.7 million of US Hydro related but
        contingent tax liabilities that might be incurred as a result of a tax strategy
        The then president of US Hydro agreed to vote the stock of US Hydro 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 complied with the provisions outlined above. After further
        negotiations, however, on November 22, 2002, through another joint venture
        owned
        in the same proportion as the joint venture that acquired the debt of US
        Hydro,
        the Fund and Power V acquired 100% of the outstanding stock of US Hydro through
        structured tax reorganization. As part of the tax structured reorganization,
        the
        former shareholders of US Hydro received 100% of the outstanding shares of
        a
        subsidiary of US Hydro in exchange for selling the stock of US Hydro to Power
        V
        and the Fund for a nominal amount.
  Additional
        trends affecting the independent power industry generally are described in
        Item
        1. Business.
  **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 3 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 in subsequent periods. The Fund evaluates the impairment
        of its long-lived assets based on projections of undiscounted cash flows
        at
        least annually or when 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 estimated future cash flows may have a material
        adverse
        impact on the Fund’s operating results and financial condition.
  Power
        generation and water revenue is recorded in the month of delivery, based
        on the
        estimated volumes sold to customers at rates stipulated in the power sales
        contract and for water output at prevailing market rates. 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.
  Accounts
        receivable are carried at original invoice amount less allowance made for
        uncollectibility of these receivables. Allowance for uncollectibility of
        accounts receivable is established when there is objective evidence that
        the
        Fund will not be able to collect all amounts due according to the original
        terms
        of receivables. The amount of allowance is the difference between the carrying
        amount and the recoverable amount, being the expected cash flows. When material,
        expected cash flows are discounted at the market rate of interest for similar
        borrowers.
 
 **Results
        of Operations**
 **The
        year ended December 31, 2003 compared to the year ended December 31,
        2002**
 Revenues
          increased by $4,415,000, or 76%, to $10,245,000 in 2003, as compared to
          $5,830,000 in 2002. The
          acquisition of the Ridgewood US Hydro Projects in the fourth quarter of
          2002
          provided the current year results with additional revenues of $5,473,000.
          Revenues from the Egyptian operations in local currency were comparable
          to 2002.
          Due to the decrease in the exchange rate of the Egyptian pound in 2003,
          revenues
          from the Egyptian operations decreased $1,059,000.
  Cost
        of
        revenue increased by $1,739,000, or 32%, to $7,142,000 in 2003, from $5,403,000
        in 2002. This is primarily due to the increase in depreciation and amortization
        expense related to US Hydro Projects acquired in November 2002. In addition,
        as
        a result of review of impairment and change in circumstances, certain US
        Hydro
        Projects lives have been adjusted.
 
 Gross
        Profit increased by $2,675,000 to $3,102,000 in 2003, from $427,000 in 2002.
        The
        increase is due to the consolidation of the Ridgewood US Hydro Projects for
        the
        full year in 2003. The Ridgewood US Hydro Projects provided a gross profit
        of
        $2,686,000 in 2003, an increase of $2,526,000. Gross Profit from the Egyptian
        operations was $416,000, an increase of approximately $149,000 compared to
        2002.
        The increase in gross profit from the Egyptian operations is primarily
        attributed to the improved efficiency of the Sinai operations.
 
 General
        and administrative expenses increased $1,272,000 or 63%, to $3,302,000 in
        2003
        from $2,030,000 in 2002. The increase is primarily due to the consolidation
        of
        the Ridgewood US Hydro Projects in November 2002 and also due to the settlement
        of a breach of contract claim resulting in a charge of $568,000 ,
        which
        represents the present value of the future discounted payments.
 
 The
        management fee of $823,000 in 2003 was comparable to 2002.
 
 Write-down
        of power generation Projects increased by $2,197,000, from $298,000 in 2002
        to
        $2,495,000 in 2003. The increase is primarily due to write-down of $527,000
        for
        certain assets acquired in the Sinai acquisition and also due to the impairment
        of power sales contract of $1,902,000 as a result of a decrease in future
        cash
        flow of certain US Hydro Projects resulting from the exercise of certain
        rights
        of the off take party on various power agreements and the restructuring of
        power
        agreement at the Blackstone Project. In 2002, the Fund recorded a write-down
        of
        $298,000 for certain of its on-site plants in the Egypt that were shut down
        or
        sold.
 
 In
        2003,
        the Fund recorded a goodwill impairment charge of $556,000 compared to $0
        in
        2002. Goodwill, resulting from the deferred tax liability associated with
        the
        acquisition of US Hydro, was not supported by discounted future cash flow
        of the
        underlying projects to the extent of the impairment.
 
 Provision
        for bad debts increased $398,000 to $536,000 in 2003 from $138,000 in 2002.
        The
        provision recorded for bad debts is attributable to the Egyptian
        operations.
 
 The
        Fund’s loss from operations increased by $1,749,000, or 61%, to $4,610,000 in
        2003 from $2,861,000 in 2002. The increase in loss reflects the increase
        in the
        write-down of power generation projects, impairment of goodwill and general
        and
        administrative expenses, partially offset by the increase in gross profit.
  Interest
        income of $58,000 in 2003 was comparable to the prior year. Interest expense
        decreased $127,000 to $861,000 in 2003 from $988,000 in 2002. The decrease
        is
        the result of the lower outstanding debt balances.
 
 In
          2003,
          the Fund recorded an equity loss of $627,000 from its investment in the
          UK
          Projects, compared to an equity loss of $845,000 in 2002. The decrease
          in equity
          loss is due to the increase in revenue resulting from the increase in the
          UK
          Projects operating capacity, in addition to the decrease in maintenance
          costs.
 
 The
        Fund
        recorded a loss on sale of equipment of $499,000 in 2003 as a result of the
        sale
        of certain equipment by the Egyptian operations.
 
 Other
        income decreased $59,000, or 39%, from $152,000 in 2002 to $93,000 in 2003
        due
        to a decrease in Egyptian foreign exchange gains resulting from purchase
        of
        equipment from various international parties.
 
 The
        increase on gain on sale of investment in ZAP securities reflects the 118,000
        shares sold at $1.00 per share and the full proceeds was recorded as a gain.
        The
        Fund had written-off the investment in ZAP securities in 2001.
 
 In
        2003,
        the Fund incurred an income tax benefit of $1,054,000 on behalf of the Ridgewood
        US Hydro Projects compared to income tax expense of $13,000 in 2002. The
        increase in the 2003 income tax benefit is primarily attributable to the
        decrease in deferred tax liabilities relating to the US Hydro Projects. 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.
 
 Minority
        interest in the loss of subsidiary increased by $283,000 or 24%, from $1,201,000
        in 2002 to $1,484,000 in 2003. The increase is due to the Fund’s impairment of
        goodwill and long-lived assets, partially offset by the increase in income
        tax
        benefit. In addition, obligation to fund the Sinai losses as the minority
        shareholder’s share
        of
        accumulated losses exceeded its basis in 2003. Accordingly, the minority
        shareholder’s equity in Sinai is reduced to zero and the reporting of Sinai’s
        losses is fully absorbed by the Fund .
 
 The
        Fund’s net loss increased $459,000 or 14% from a loss of $3,331,000 in 2002 to
        $3,790,000 in 2003, primarily reflecting the increase in the loss from
        operations offset by increase in income tax benefit.
 
 **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
        on
        February 16, 2002, and $371,000 due to the acquisition of the US Hydro Projects
        on November 22, 2002. The increase in existing operation revenue is attributable
        to the increase in the capacity and number of completed facilities.
  Cost
        of
        Revenue increased by $2,147,000 or 66%, to $5,404,000 in 2002, from $3,257,000
        in 2001. The increase is primarily due to increase in depreciation and
        amortization expense and also due to increase in Egypt operating expense
        due to
        purchase of Sinai in February 2002.
  Gross
        Profit 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
        US Hydro Projects and Sinai in 2002.
  The
        management fee charged by the Managing Shareholder decreased $822,000, 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 write-down of $298,000 for several of its on-site plants
        in
        Egypt that were shut down or sold. The Fund did not record any write-downs
        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 write-down of investments and lower gross profit,
        partially offset by the decrease in the management fee in 2002 (see above).
  The
        Fund
        recorded interest income from the note related to the US Hydro Projects of
        $994,000 in 2001. During the second half of 2001, drought conditions affected
        many of the US Hydro Projects, reducing revenues and cash flows recorded
        by US
        Hydro. As a result of these reduced cash flows experienced by US Hydro, the
        Fund
        ceased accruing interest effective as of October 1, 2001.
  Interest
        income, excluding interest related to the US Hydro 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 US Hydro 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.
  **Interim
        Periods**
  Increase
        in loss from operations in the fourth quarter of 2003 is primarily due to
        the
        write-down of $527,000 as a result of an appraisal of the equipment acquired
        in
        the Sinai acquisition. During the fourth quarter of 2003, the Fund also recorded
        an impairment of goodwill of $556,000 as the goodwill resulting from the
        deferred tax liability associated with the acquisition of US Hydro, was not
        supported by discounted future cash flow of the underlying projects to the
        extent of impairment. In addition, the Fund recorded impairment of long-lived
        assets of $1,902,000 due to decrease in future undiscounted cash flow for
        certain US Hydro Projects resulting from the exercise of certain rights of
        the
        off take party on various power agreements and the restructuring of power
        agreement at the Blackstone Project. In addition, the Fund recorded a charge
        of
        $551,000 resulting from the settlement of a breach of contract claim.
 
 As
        a
        result of the change in the estimated life of certain electric power sales
        contracts, the Fund recorded an additional $630,000 of amortization expense
        in
        the fourth quarter of 2003. The Fund also recorded a $288,000 provision for
        bad
        debt from its Egyptian operations in the fourth quarter of 2003. This was
        partially offset by increase in income tax benefit of $1,054,000 due to decrease
        in deferred tax liability of certain US Hydro Projects.
 
 In
        the
        fourth quarter of 2002, increase in loss from operations and net loss is
        primarily attributable to the increase in general and administrative expenses
        by
        $200,000, provision for bad debt expense by $150,000 and write-down of assets
        in
        power generation projects by $200,000. In addition, equity loss in UK landfill
        gas projects increased by $300,000 from the second quarter of 2002 to the
        third
        quarter of 2002.
  **Liquidity
        and Capital Resources**
  At
        December 31, 2003, the Fund had cash and cash equivalents of $801,000, a
        decrease of $119,000 as compared to December 31, 2002. The cash flows for
        the
        year 2003 were $2,132,000 provided by operating activities, $1,285,000 provided
        by investing activities, $3,308,000 used in financing activities and $228,000
        loss due to the effect of the exchange rate on cash and cash
        equivalents.
  In
        2003
        the Fund’s operating activities generated cash of $2,132,000 compared to a cash
        usage of $971,000 in 2002. The increase in cash flow is primarily due to
        increase in revenue.
 
 In
        2003,
        the Fund provided $1,285,000 from its investing activities. In 2003, the
        Fund
        received $938,000 in distributions from the UK Projects, $389,000 from the
        proceeds of the sale of certain assets of the Egypt projects, $200,000 of
        proceeds from the Ridgewood US Hydro note receivable, $118,000 of proceeds
        from
        investment in ZAP securities, partially offset by capital expenditure of
        $360,000. In 2002, investing activities provided $209,000 partly as a result
        of
        capital expenditure of $1,067,000 and cash received in the Ridgewood US Hydro
        acquisition offset by the cash invested in the Egypt Projects and Sinai in
        the
        net amount of $1,281,000.
  In
        2003,
        the Fund used $3,308,000 of cash in financing activities, primarily the result
        of $1,978,000 used to repay bank loans and $1,330,000 used in distributions
        to
        shareholders. 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.
  The
        Fund
        expects that its cash flows from operations and cash on hand will be sufficient
        to fund its obligations and any declared distributions through January 31,
        2007.
        The Fund has historically financed its operations from cash generated from
        its
        subsidiaries’ operations.  Obligations
        of the Fund are generally limited to payment of debt to third parties and
        management fee to the Managing Shareholder as well as payments for certain
        administrative, accounting and legal services to third parties. Accordingly,
        the
        Fund has not found it necessary to retain a material amount of working capital.
  On
        June
        26, 2003, the Managing Shareholder of the Fund, entered into a $5,000,000
        Revolving Credit and Security Agreement with Wachovia Bank, National
        Association. The agreement allows the Managing Shareholder to obtain loans
        and
        letters of credit for the benefit of the trusts and funds that it manages.
        As
        part of the agreement, the Fund agreed to limitations on its ability to incur
        indebtedness, liens and provide guarantees. On February 20, 2004, the Managing
        Shareholder and Wachovia Bank amended the agreement increasing the amount
        to
        $6,000,000. During 2005, Wachovia Bank agreed to further extend the Managing
        Shareholder’s Line of credit through September 30, 2006.
  The
        following schedule represents the Fund’s total contractual obligations as of
        December 31, 2003:
 
 2004
                2005
                2006
                2007
                2008
                Thereafter
                TotalContractual
                    Obligations:Long-term
                    debtSinai
                
                $       
                    65,850
                $       
                    194,209
                $      
                     231,813
                $       
                    232,373
                $       
                    321,625
                $     
                    1,267,934
                $     
                    2,313,803REFI
                
                505,410
                505,410
                505,410
                126,353
                -
                -
                1,642,583US
                    Hydro
                
                4,312,723
                472,451
                432,413
                432,413
                -
                -
                5,650,000Minimum
                    lease payment
                670,000
                685,000
                695,000
                700,000
                710,000
                6,216,477
                9,676,477Consulting
                    Agreement Settlement
                36,591
                40,422
                44,655
                49,331
                54,497
                325,064
                550,560
  During
        the third quarter of 2002, REFI executed a term loan agreement with its
        principal bank. The bank provided a loan of 12,500,000 Egyptian pounds
        (approximately US $2,022,000), which will mature on March 31, 2007. The loan
        will be repaid in quarterly installments of 781,250 Egyptian pounds
        (approximately US $126,000) starting June 2003. Outstanding borrowings bear
        interest at the bank’s medium term loan rate plus 0.5% (12.5% at December 31,
        2003 and 2002).
  Sinai
        has
        outstanding loans and interest payable of 14,292,806 Egyptian
        pounds (approximately US $2,314,000). The loan bears interest at 11.0% per
        annum. The provision of the loan restricts Sinai from paying dividends to
        its
        shareholders or obtaining credit from other banks. As the loan has been in
        default since 1999, Sinai entered into a new agreement in April 2005 in order
        to
        resolve all issues, cure the default, and reschedule the installment payments
        of
        the debt. At December 31, 2005, Sinai was in compliance with the terms of
        the
        modified loan.
  Five
        of
        the US Hydro Project’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 (1.16375% and 1.45% at December 31, 2003 and 2002,
        respectively) plus 13⁄4% 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 US Treasury note rate at the date of
        election plus 23⁄4%. The variable rate of 2.91375% and 3.2% were the effective
        interest rates at December 31, 2003 and 2002, respectively. Although the
        Fund is
        current in its interest and principal payments, it is technically in default
        under the covenants of the term loan as a result of not providing its lender
        a
        copy of its current audited financial statements. As per the terms of the
        term
        loan agreement, the default does not allow the lender to accelerate or call
        the
        loan.
 
 This
        credit facility is collateralized by five hydroelectric plants and the notes
        receivable owned by the US Hydro 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 years ended
        December 31, 2003 and 2002.
  Scheduled
        principal repayments of the Fund’s long-term debt, as revised for the Sinai loan
        modification, are as follows :
  Sinai
                REFI
                US
                    Hydro
                Total2004
                $       
                    65,850
                $     
                    505,410
                $     
                    4,312,723
                $     
                    4,883,9832005
                194,209
                505,410
                472,451
                1,172,0702006
                231,813
                505,410
                432,413
                1,169,6352007
                232,373
                126,353
                432,413
                791,1392008
                321,625
                -
                -
                321,625Thereafter
                1,267,934
                -
                -
                1,267,934Total
                $   
                    2,313,803
                $  1 ,642,583
                $     
                    5,650,000
                $     
                    9,606,386
 
 
 The
        UK
        Projects have collateralized long-term debt, without recourse to the Fund,
        with
        scheduled principal payments as follows:
 
 Year
                    Ended
                ScheduledDecember
                    31,
                Payment2004
                $
                    1,562,9722005
                1,747,2752006
                1,941,4842007
                2,088,0252008
                2,118,153Thereafter
                13,298,153Total
                $
                    22,756,062
 
 The
        long-term debt is repayable in semi annual installments each March
        31 st and
        September 30 th through
        September 30, 2014. $9,698,121 of the outstanding debt bears interest at
        7.08%,
        while $9,182,979 of the outstanding debt bears interest at 7.73% and $3,874,962
        bears interest at LIBOR plus 1.4% (5.48% at December 31, 2003). 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 1.3 to 1 (as defined)
        be maintained as well as certain other ratios. At December 31, 2005, the
        UK
        Projects outstanding debt was current and in good standing with its
        bank.
  The
        UK
        Projects has substantially reduced its interest rate variability to the bank
        loan by entering into near term forward notional swap agreements with its
        bank.
        Each year the UK Projects can reset and fix the interest rate it is charged
        on
        the long term portion of its bank loan or be charged the UK Projects prevailing
        available interest rate, approximately LIBOR plus 1.4%. On March 31, 2005,
        the
        UK Projects reset the interest rate to 5.88% on the long term portion with
        the
        fixed rate expiring on March 31, 2006.
  The
        UK
        Projects have certain long-term agreements that require delivery of unspecified
        volumes of energy at fixed prices. The long-term contract is not guaranteed
        by
        the Fund. The Egypt Projects generally sell their electricity and water output
        at prevailing market rates.
  Commencing
        in 2002, Ridgewood UK began to develop and construct expansion of certain
        existing facilities in order to take advantage of the RO programs. As Ridgewood
        UK required financing to maintain its expansion, it was decided to raise
        the
        necessary financing from affiliates. Accordingly, Ridgewood Power formed
        Ridgewood Renewable PowerBank LLC (“PB I”) and began offering shares in the
        fourth quarter of 2002. During the second quarter of 2003, Ridgewood Power
        formed Ridgewood Renewable PowerBank II LLC (“PB II”); in the third quarter of
        2003, Ridgewood Power formed Ridgewood Renewable PowerBank III LLC (“PB III”)
        and during the third quarter of 2004, Ridgewood Power formed Ridgewood Renewable
        PowerBank IV LLC (“PB IV”). Shortly after the formation of PBI, PBII, PBIII and
        PBIV (collectively, the “PowerBank Funds”), all affiliates of Ridgewood UK, the
        offering period began for each respective PowerBank Fund. The proceeds raised
        by
        PowerBank Funds, less the offering costs incurred by the PowerBank Funds,
        were
        initially provided to Ridgewood UK in the form of construction advances.
 
 As
        of
        December 31, 2003 and 2004, Ridgewood UK received construction advances of
        $41,806,478 and $53,770,169, respectively from the PowerBank Funds with the
        expectation to develop 29 projects with an operating capacity of 37.6 MW.
        The
        following table reflects the construction advances and anticipated development
        per PowerBank Fund as of December 31, 2005.
 
 **Offering**
                **Net
                    Funds**
                **Anticipated**
                **Anticipated****Fund**
                **Period**
                **Available
                    For**
                **No.
                    of Projects**
                **Capacity****Ended
                    (Closed)**
                **Construction
                    ***
                **to
                    be Developed**
                **(MW)**PBI
                Apr
                    2003
                $
                    9,478,645
                5
                7PBII
                Jun
                    2003
                16,227,833
                10
                11.6PBIII
                Mar
                    2004
                18,880,696
                11
                13PBIV
                Nov
                    2004
                9,182,995
                3
                6Total
                
                $
                    53,770,169
                29
                37.6
  *
        In
        original $US, not impacted by currency translation
 
 During
          the construction phase, Ridgewood UK will pay construction period interest
          at a
          rate of 10% on the construction period advances to the PowerBank Funds
          for each
          respective project. Upon completion of construction and commencement of
          operations of a project (“commissioning”), construction period interest charges
          will cease, each respective facility site will be sold to the respective
          PowerBank Fund at a predetermined price (£850,000 per MW), and said project will
          be leased back to Ridgewood UK subject to a 10 year minimum lease pursuant
          to
          sale-lease back agreements. Accordingly, the outstanding construction advances
          will convert to capital leases, determined on a project by project basis.
          The
          minimum term of the respective capital leases will run for 10 years and
          are
          payable in quarterly installments at a rate of 12% with no guaranteed residuals.
          At December 31, 2003, capital lease obligation principal payments are as
          follows:
  Year
                    EndedDecember
                    31,
                Repayment2004
                $       772,5542005
                832,0402006
                864,5302007
                954,4042008
                1,070,301Thereafter
                6,477,044Total
                $   10,970,873
  Two
        of the US Hydro Projects
        hydroelectric plants have leased the site at its facility under a long term
        lease which terminates in 2024. Rent expense for the year ended December
        31,
        2003 and the period November 23, 2002 to December 31, 2002 was $794,720 and
        $12,083, respectively.
  Minimum
        lease payments are as follows:
 2004
                  $        670,0002005
                  685,0002006
                  695,0002007
                  700,0002008
                  710,000Thereafter
                  6,216,477Total
                      for Minimum Lease Payments
                  $    
                      9,676,477
  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 year ended December 31, 2003 and the period November 23, 2002
        to
        December 31, 2002 was $6,982 and $451, respectively.
  One
        of
        the US Hydro electric 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 a utility.
  In
        February 2003, a complaint was filed against Ridgewood Near East by a
        corporation claiming breach of consulting contract. In November 2003, the
        parties reached an agreement whereby Ridgewood Near East paid the corporation
        a
        one-time payment of $280,750, representing commissions and penalties, and
        agreed
        to continue making required commission payments as per the original agreement
        of
        $900,000 payable in monthly installments of $7,500. The Fund recorded the
        liability by discounting the future payments at the rate of 10% resulting
        in
        total expense of $567,534.
  Schedule
        of future
        discounted principal payments are as follows:
 
 Year
                    EndedDecember
                    31,
                Payment2004
                $    
                    36,5912005
                40,4222006
                44,6552007
                49,3312008
                54,497Thereafter
                325,064Total
                $550,560
 
  **Item
        7A. Quantitative and Qualitative Disclosures About Market
        Risk.**
  Qualitative
        Information About Market Risk.
  The
        Fund's investments in financial instruments are short-term investments of
        working capital or excess cash. These short-term investments are limited
        by its
        Declaration of Fund to invest in United States government and agency securities
        or to obligations of banks having at least $5 billion in assets. Since 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 to 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 and the secondary market risk exposure relates
        to UK projects. 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.
  The
        Fund’s 2003 long-term debt includes approximately 70.6% of debt on a fixed rate
        and 29.4% on variable rate. This is consistent with the Fund’s approach to
        matching the Fund’s assets and liabilities. The
        following schedule summarizes the interest rate risk by stating the effective
        interest rate at balance sheet date.
  Average
                    Interest Rate2003
                
                Variable
                    Interest rate
                Fixed
                    Interest rate
                Variable
                FixedLong-term
                    debt
                    (1)Sinai
                $          
                             -
                $    
                     2,313,803
                -
                11.0%REFI
                -
                1,642,583
                12.5%
                -US
                    Hydro
                5,650,000
                -
                2.9%
                -UK
                    Projects (2)
                3,874,962
                18,881,100
                5.5%
                7.4%2002Long-term
                    debt
                    (1)Sinai
                $       
                                 -
                $     
                    3,244,465
                -
                12.0%REFI
                -
                2,688,172
                12.5%
                -US
                    Hydro
                7,100,000
                -
                3.2%
                -UK
                    Projects (3)
                -
                21,779,850
                -
                7.5%
  (1)
              The
                  amounts above include the total long-term debt of the UK Projects.
                  The
                  Fund owns a 30% interest in the UK Projects through a joint venture
                  with
                  Power V and accounts for this investment using the equity method
                  (see Note
                  2 of the financial statements presented elsewhere in this Annual
                  Report on
                  Form 10-K).
 
 (2)
              UK
                  Projects include fixed interest rate on outstanding debt of $9,698,121
                  at
                  7.08% and $9,182,979 at 7.73%.
 
 (3)
              UK
                  Projects include fixed interest rate on outstanding debt of $10,714,793
                  at
                  7.17% and $11,065,057 at 7.82%.
 
 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 US 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, 2003
                    December
                        31, 2002Expected
                        Maturity Date
                    Expected
                        Maturity Date2004
                    2003(US
                        $)
                    (US
                        $)Bank
                        Deposits and Certificates of Deposit
                    $ 55,000
                    $
                        13,000Average
                        interest rate
                    1.07%
                    1.04%(US
                        $)
                    (US
                        $)Bank
                        Deposits denominated in Egyptian Pounds
                    $
                        747,000
                    $
                        907,000Average
                        interest rate
                    7.0%
                    1.05%

































































**Item
      8. Financial Statements and Supplementary Data.**





**A.
      Index to Consolidated Financial Statements**





Report
                  of Independent Registered Public Accounting Firm
              F-2Report
                  of Independent Registered Public Accounting Firm
              F-3Consolidated
                  Balance Sheets at December 31, 2003 and 2002
              F-4Consolidated
                  Statements of Operations for the three years ended December 31,
                  2003
              F-5Consolidated
                  Statements of Changes in Shareholders' Equity for the three years
                  ended
                  December 31, 2003
              F-6Consolidated
                  Statements of Comprehensive Loss for the three years ended December
                  31,
                  2003
              F-6Consolidated
                  Statements of Cash Flows for the three years ended December 31,
                  2003
              F-7Notes
                  to Consolidated Financial Statements
              F-9
                  to F-26





































































































































**Report
      of Independent Registered Public Accounting Firm**








Managing
      Shareholder and Shareholders


The
      Ridgewood Power Growth Fund








We
      have
      audited the accompanying consolidated balance sheet of The Ridgewood Power
      Growth Fund (the “Fund”) as of December 31, 2003 and the related consolidated
      statements of operations, changes in shareholders’ equity, comprehensive loss
      and cash flows for the year then ended. These consolidated financial statements
      are the responsibility of the Fund’s management. Our responsibility is to
      express an opinion on these consolidated financial statements based on our
      audit.





We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the
      consolidated financial statements are free of material misstatement. An audit
      includes examining, on a test basis, evidence supporting the amounts and
      disclosures in the consolidated financial statements. An audit also includes
      assessing the accounting principles used and significant estimates made by
      management, as well as evaluating the overall financial statement presentation.
      We believe that our audit provides a reasonable basis for our
      opinion.





In
      our
      opinion, the 2003 consolidated financial statements referred to above present
      fairly, in all material
      respects, the consolidated financial position of The Ridgewood Power Growth
      Fund
      as of December 31, 2003 and the consolidated results of its operations and
      its
      cash flows for the year then ended in conformity with accounting principles
      generally accepted in the United States of America.






































/s/
      Perelson Weiner LLP


New
      York,
      New York


January
      31, 2006








































**Report
      of Independent Registered Public Accounting Firm**








To **** the
      Shareholders of


The
      Ridgewood Power Growth Fund:





In
      our
      opinion, the accompanying consolidated balance sheet and 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 the results of operations and cash flows for each of the two
      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 Fund’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 the standards of
      the
      Public Company Accounting Oversight Board (United States). Those standards
      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.

















/s/
      PricewaterhouseCoopers LLP


Florham
      Park, NJ


May
      29,
      2003





**The
                  Ridgewood Power Growth Fund****Consolidated
                  Balance Sheets****December
                  31,****Assets:**
              
              
              **2003**
              
              
              **2002**Cash
                  and cash equivalents
              
              $
              801,233
              
              $
              919,903Accounts
                  receivable, net of allowance of $105,106and
                  $327,491, respectively
              
              
              1,055,229
              
              
              1,586,394Current
                  portion of note receivable
              
              
              4,269,020
              
              
              200,000Due
                  from affiliates
              
              
              2,491,141
              
              
              1,726,435Deferred
                  income taxes
              
              
              1,435,129
              
              
              -Other
                  current assets
              
              
              679,580
              
              
              483,135Total
                  current assets
              
              
              10,731,332
              
              
              4,915,867Investment
                  in United Kingdom Landfill Gas Projects
              
              
              3,710,032
              
              
              5,184,870Property,
                  plant and equipment:Plant
                  and equipment
              
              
              25,493,317
              
              
              33,788,290Construction
                  in progress
              
              
              598,880
              
              
              1,543,911Office
                  equipment
              
              
              792,878
              
              
              1,042,36726,885,075
              
              
              36,374,568Accumulated
                  depreciation
              
              
              (4,283,674
              )
              
              (3,382,907
              )22,601,401
              
              
              32,991,661Electric
                  power sales contract
              
              
              17,558,501
              
              
              17,430,794Accumulated
                  amortization
              
              
              (1,888,661
              )
              
              (82,247
              )15,669,840
              
              
              17,348,547Note
                  receivable, less current portion
              
              
              -
              
              
              6,549,822Other
                  assets
              
              
              6,186
              
              
              126,435Goodwill
              
              
              5,153,145
              
              
              -**Total
                  assets**
              
              $
              57,871,936
              
              $
              67,117,202**Liabilities
                  and Shareholders’ Equity:**Accounts
                  payable
              
              $
              604,112
              
              $
              1,135,873Accrued
                  expenses
              
              
              676,490
              
              
              1,687,234Current
                  portion of long-term debt
              
              
              4,883,983
              
              
              5,030,468Due
                  to affiliates
              
              
              1,888,394
              
              
              558,254Total
                  current liabilities
              
              
              8,052,979
              
              
              8,411,829Long-term
                  debt, less current portion
              
              
              4,722,403
              
              
              8,002,169Other
                  liabilities
              
              
              513,969
              
              
              -Deferred
                  rent
              
              
              134,720
              
              
              -Deferred
                  income taxes
              
              
              5,826,098
              
              
              -Minority
                  interest
              
              
              10,908,676
              
              
              14,387,234Total
                  liabilities
              
              
              30,158,845
              
              
              30,801,232Commitments
                  and contigenciesShareholders’
                  equity (deficit):Shareholders’
                  equity (658.1067 investor sharesissued
                  and outstanding)
              
              
              27,995,283
              
              
              36,512,134Managing
                  shareholder's accumulated deficit(1
                  management share issued and outstanding)
              
              
              (282,192
              )
              
              (196,164
              )Total
                  shareholders’ equity
              
              
              27,713,091
              
              
              36,315,970**Total
                  liabilities and shareholders’ equity******
              
              $
              57,871,936
              
              $
              67,117,202












See
      accompanying notes to the consolidated financial statements.








**The
                  Ridgewood Power Growth Fund****Consolidated
                  Statements of Operations****For
                  the Year Ended December 31,****2003**
              
              **2002**
              
              **2001**Revenues
              
              $
              10,244,684
              
              $
              5,830,356
              
              $
              4,237,676Cost
                  of revenues, including depreciation and amortizationof
                  $3,628,238, $2,076,939 and $1,025,620 in 2003, 2002and
                  2001, respectively
              
              
              7,142,351
              
              
              5,403,596
              
              
              3,256,555Gross
                  profit
              
              
              3,102,333
              
              
              426,760
              
              
              981,121Other
                  operating expenses:General
                  and administrative expenses
              
              
              3,302,304
              
              
              2,029,485
              
              
              1,301,015Management
                  fee to the managing shareholders
              
              
              822,633
              
              
              822,633
              
              
              1,645,267Write
                  down of assets in power generation projects, net
              
              
              2,495,178
              
              
              297,652
              
              
              -Impairment
                  of goodwill
              
              
              555,502
              
              
              -
              
              
              -Provision
                  for bad debts
              
              
              536,472
              
              
              138,233
              
              
              222,862Total
                  other operating expenses
              
              
              7,712,089
              
              
              3,288,003
              
              
              3,169,144Loss
                  from operations
              
              
              (4,609,756
              )
              
              (2,861,243
              )
              
              (2,188,023
              )Other
                  (expense) income:Interest
                  income
              
              
              58,395
              
              
              59,678
              
              
              305,746Interest
                  income from US Hydro Projects
              
              
              -
              
              
              -
              
              
              993,685Interest
                  expense
              
              
              (860,659
              )
              
              (987,602
              )
              
              (29,698
              )Equity
                  interest in loss from:Sinai
                  Environmental Services
              
              
              -
              
              
              (37,287
              )
              
              -Investment
                  in ZAP
              
              
              -
              
              
              -
              
              
              (818,043
              )United
                  Kingdom Landfill Gas Projects
              
              
              (627,057
              )
              
              (845,164
              )
              
              (164,559
              )Loss
                  on sale of property, plant and equipment
              
              
              (499,443
              )
              
              -
              
              
              -Other
                  income
              
              
              92,839
              
              
              152,314
              
              
              197,629Gain
                  on sale of investment in ZAP securities
              
              
              117,980
              
              
              -
              
              
              -Write-down
                  of investment in ZAP securities
              
              
              -
              
              
              -
              
              
              (1,282,241
              )Total
                  other expense, net
              
              
              (1,717,945
              )
              
              (1,658,061
              )
              
              (797,481
              )Loss
                  before income taxes and minority interest
              
              
              (6,327,701
              )
              
              (4,519,304
              )
              
              (2,985,504
              )Income
                  tax (benefit) expense
              
              
              (1,053,744
              )
              
              12,622
              
              
              -Loss
                  before minority interest
              
              
              (5,273,957
              )
              
              (4,531,926
              )
              
              (2,985,504
              )Minority
                  interest in the loss (earnings) of subsidiaries
              
              
              1,483,914
              
              
              1,200,553
              
              
              (51,907
              )Net
                  loss
              
              $
              (3,790,043
              )
              $
              (3,331,373
              )
              $
              (3,037,411
              )Managing
                  Shareholder - Net loss
              
              $
              (37,900
              )
              $
              (33,314
              )
              $
              (30,374
              )Shareholders
                  - Net loss
              
              $
              (3,752,143
              )
              $
              (3,298,059
              )
              $
              (3,007,037
              )Net
                  loss per investor share
              
              $
              (5,701
              )
              $
              (5,011
              )
              $
              (4,569
              )








See
      accompanying notes to the consolidated financial statements.











**The****Ridgewood
                  Power Growth Fund****Consolidated
                  Statements of Changes in Shareholders’ Equity****For
                  The Years Ended December 31, 2003, 2002 and 2001****Total****Managing**
              
              **Shareholders'****Shareholders**
              
              **Shareholder**
              
              **Equity
                  (Deficit)**Shareholders’
                  equity (deficit), January 1, 2001
              
              $
              46,189,602
              
              $
              (98,412
              )
              $
              46,091,190Foreign
                  currency translation adjustment
              
              
              (3,702,603
              )
              
              (37,400
              )
              
              (3,740,003
              )Net
                  loss
              
              
              (3,007,037
              )
              
              (30,374
              )
              
              (3,037,411
              )Shareholders’
                  equity (deficit), December 31, 2001
              
              
              39,479,962
              
              
              (166,186
              )
              
              39,313,776Foreign
                  currency translation adjustment
              
              
              330,231
              
              
              3,336
              
              
              333,567Net
                  loss
              
              
              (3,298,059
              )
              
              (33,314
              )
              
              (3,331,373
              )Shareholders’
                  equity (deficit), December 31, 2002
              
              
              36,512,134
              
              
              (196,164
              )
              
              36,315,970Cash
                  Distributions
              
              
              (1,316,418
              )
              
              (13,297
              )
              
              (1,329,715
              )Foreign
                  currency translation adjustment
              
              
              (3,448,290
              )
              
              (34,831
              )
              
              (3,483,121
              )Net
                  loss
              
              
              (3,752,143
              )
              
              (37,900
              )
              
              (3,790,043
              )Shareholders’
                  equity (deficit), December 31, 2003
              
              $
              27,995,283
              
              $
              (282,192
              )
              $
              27,713,091**The****Ridgewood
                  Power Growth Fund****Consolidated
                  Statements of Comprehensive Loss****For
                  the Year Ended December 31,****2003**
              
              
              **2002**
              
              
              **2001**Net
                  loss
              
              $
              (3,790,043
              )
              $
              (3,331,373
              )
              $
              (3,037,411
              )Foreign
                  currency translation adjustment
              
              
              (3,483,121
              )
              
              333,567
              
              
              (3,740,003
              )Comprehensive
                  loss
              
              $
              (7,273,164
              )
              $
              (2,997,806
              )
              $
              (6,777,414
              )










See
      accompanying notes to the consolidated financial statements.








**The
                  Ridgewood Power Growth Fund****Consolidated
                  Statements of Cash Flows****For
                  The Year Ended December 31,****2003**
              
              **2002**
              
              **2001**Cash
                  flows from operating activities:Net
                  loss
              
              $
              (3,790,043
              )
              $
              (3,331,373
              )
              $
              (3,037,411
              )Adjustments
                  to reconcile net loss to net cash flows provided by (used in) operating
                  activities:Non-cash
                  adjustments to acquired assets andassumed
                  liabilities, net
              
              
              (371,531
              )
              
              -
              
              
              -Depreciation
                  and amortization
              
              
              3,628,238
              
              
              2,076,939
              
              
              1,025,620Provision
                  for bad debts
              
              
              536,472
              
              
              138,233
              
              
              222,862Write-down
                  of assets in power generation projects, net
              
              
              2,495,178
              
              
              297,652
              
              
              -Impairment
                  of goodwill
              
              
              555,502
              
              
              -
              
              
              -Minority
                  interest in (loss) earnings of subsidiaries
              
              
              (1,483,914
              )
              
              (1,200,553
              )
              
              51,907Equity
                  interest in loss from United Kingdom Landfill Gas Projects
              
              
              627,057
              
              
              845,164
              
              
              164,559Equity
                  interest in loss from Sinai Environmental Services
              
              
              -
              
              
              37,287
              
              
              -Equity
                  interest in loss from ZAP
              
              
              -
              
              
              -
              
              
              818,043Gain
                  on sale of investment in ZAP securities
              
              
              (117,980
              )
              
              -
              
              
              -Write-down
                  investment in ZAP
              
              
              -
              
              
              -
              
              
              1,282,241Loss
                  on sale of assets
              
              
              499,443
              
              
              -
              
              
              -Interest
                  income from US Hydro Projects
              
              
              -
              
              
              -
              
              
              (993,685
              )Changes
                  in assets and liabilities, net of acquired businesses:Increase
                  in accounts receivable
              
              
              (232,149
              )
              
              (355,234
              )
              
              (216,166
              )Increase
                  in other current assets
              
              
              (290,185
              )
              
              (23,465
              )
              
              (185,860
              )Decrease
                  (increase) in other assets
              
              
              57,152
              
              
              (126,435
              )
              
              -Decrease
                  in accounts payable
              
              
              (120,502
              )
              
              (940,911
              )
              
              (165,377
              )Increase
                  (decrease) in accrued expenses
              
              
              89,256
              
              
              1,517,352
              
              
              (48,999
              )Increase
                  in due to/from affiliate, net
              
              
              719,157
              
              
              94,126
              
              
              174,209Increase
                  in other liabilties
              
              
              513,969
              
              
              -
              
              
              -Increase
                  in deferred rent
              
              
              134,720
              
              
              -
              
              
              -Decrease
                  in deferred income taxes
              
              
              (1,317,678
              )
              
              -
              
              
              -Total
                  adjustments
              
              
              5,922,206
              
              
              2,360,155
              
              
              2,129,354Net
                  cash provided by (used in) operating activities
              
              
              2,132,162
              
              
              (971,218
              )
              
              (908,057
              )Cash
                  flows from investing activities:Capital
                  expenditures
              
              
              (360,010
              )
              
              (1,067,390
              )
              
              (10,354,301
              )Proceeds
                  from sale of assets
              
              
              388,989
              
              
              -
              
              
              -Collections
                  of notes receivable
              
              
              200,000
              
              
              -
              
              
              -Proceeds
                  from sale of investment in ZAP securities
              
              
              117,980
              
              
              -
              
              
              -Cash
                  paid for acquisition of Sinai Environmental Services
              
              
              -
              
              
              (981,267
              )
              
              (1,086,913
              )Cash
                  received in acquisition of US Hydro Projects, net
              
              
              -
              
              
              2,261,686
              
              
              -Investment
                  in United Kingdom Landfill Gas Projects
              
              
              -
              
              
              (4,491
              )
              
              (5,476,886
              )Distributions
                  from United Kingdom Landfill Gas Projects
              
              
              938,088
              
              
              -
              
              
              -Net
                  cash provided by (used in) investing activities
              
              
              1,285,047
              
              
              208,538
              
              
              (16,918,100
              )































See
      accompanying notes to the consolidated financial statements.





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




**For
                  The Year Ended December 31,****2003**
              
              **2002**
              
              **2001**Cash
                  flows from financing activities:Borrowings
                  under bank loan
              
              
              -
              
              
              2,688,172
              
              
              -Repayments
                  under bank loan
              
              
              (1,978,353
              )
              
              (554,008
              )
              
              -Short
                  term advances to affiliates, net
              
              
              -
              
              
              (1,505,244
              )
              
              -Distribution
                  to minority interest
              
              
              -
              
              
              -
              
              
              (1,399,982
              )Contributions
                  to Egypt Projects by minority member
              
              
              -
              
              
              -
              
              
              5,037,526Cash
                  distributions to shareholders
              
              
              (1,329,715
              )
              
              -
              
              
              -Net
                  cash (used in) provided by financing activities
              
              
              (3,308,068
              )
              
              628,920
              
              
              3,637,544Effect
                  of exchange rate on cash and cash equivalents
              
              
              (227,811
              )
              
              5,347
              
              
              (91,774
              )Net
                  decrease in cash and cash equivalents
              
              
              (118,670
              )
              
              (128,413
              )
              
              (14,280,387
              )Cash
                  and cash equivalents, beginning of year
              
              
              919,903
              
              
              1,048,316
              
              
              15,328,703Cash
                  and cash equivalents, end of year
              
              $
              801,233
              
              $
              919,903
              
              $
              1,048,316Supplemental
                  Disclosures:Dividend
                  receivable
              
              $
              342,756
              
              $
              -
              
              $
              -Operating
                  assets and liabilities included in business acquisitions:Accounts
                  receivable
              
              
              -
              
              
              780,137
              
              
              -Deferred
                  income tax assets
              
              
              1,435,129
              
              
              -
              
              
              -Electric
                  power sales contracts
              
              
              1,649,822
              
              
              -
              
              
              -Goodwill
              
              
              5,708,647
              
              
              -
              
              
              -Notes
                  receivable
              
              
              -
              
              
              6,749,822
              
              
              -Other
                  assets
              
              
              -
              
              
              248,478
              
              
              -Loans
                  payable
              
              
              -
              
              
              10,898,473
              
              
              -Accounts
                  payable and accrued expenses
              
              
              1,100,000
              
              
              1,766,868
              
              
              -Deferred
                  income tax liabilities
              
              
              7,143,776
              
              
              -
              
              
              -





























See
      accompanying 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. 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 shareholders of the Fund are Ridgewood
      Renewable Power LLC (“RPC”) and Ridgewood Power VI LLC (“Power VI”)
      (collectively the “Managing Shareholder”). Subsequently, Power VI has assigned
      and delegated all of its rights and responsibilities to RPC and is essentially
      an entity that contains nominal activity. 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 Fund invested in
      opportunities outside of independent power generation facilities.





Christiana
      Bank & Trust Company, a Delaware trust company, 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 financial statements.





**Use
      of estimates**


The
      preparation of consolidated financial statements in accordance with accounting
      principles generally accepted in the United States of America, requires the
      Fund
      to make estimates and judgments that affect the reported amounts of assets,
      liabilities, revenues 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,
      amortization/depreciation of plant and equipment and intangible assets, 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 judgments about
      the carrying values of assets and liabilities that are not readily apparent
      from
      other sources. Actual results may differ from these estimates.





**New
      Accounting Standards and Disclosures**





SFAS
      143


In
      June
      2001, the Financial Accounting Standards Board (“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 adopted SFAS 143 effective January
      1,
      2003, 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 Corrections* .
      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 adopted SFAS
      145
      effective January 1, 2003, with no material impact on the consolidated financial
      statements.





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
      adopted SFAS 146 effective January 1, 2003, with no material impact on the
      consolidated financial statements.





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 FIN 45 during the fourth
      quarter of 2002 with no material impact to the consolidated financial
      statements.





FIN
      46R


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 December 31, 2003, and apply in the first fiscal period
      ending after March 15, 2004, for variable interest entities created prior to
      January 1, 2004. The Fund adopted the disclosure provisions of FIN 46 effective
      December 31, 2003, with no material impact to the consolidated financial
      statements. In December 2003, the FASB issued a revision to FIN 46 (“FIN
      46R”) to clarify some of the provisions and to exempt certain entities from its
      requirements. The Fund implemented the full provisions of FIN 46R effective
      January 1, 2004, with no material impact on the consolidated financial
      statements.





SFAS
      149


In
      April
      2003, the FASB issued SFAS No. 149, *Amendment
      of Statement 133 on Derivative Instruments and Hedging
      Activities* .
      SFAS
      No. 149 amends and clarifies the accounting for derivative instruments,
      including certain derivative instruments embedded in other contracts, and for
      hedging activities under SFAS No. 133, *Accounting
      for Derivative Instruments and Hedging Activities* .
      SFAS
      No. 149 is generally effective for contracts entered into or modified after
      June
      30, 2003 and for hedging relationships designated after June 30, 2003. The
      Fund
      adopted SFAS 149 effective July 1, 2003, with no material impact on the
      consolidated financial statements.





SFAS
      150


In
      May
      2003, the FASB issued SFAS No. 150, *Accounting
      for Certain Financial Instruments with Characteristics of both Liabilities
      and
      Equity* .
      SFAS
      No. 150 establishes standards for classifying and measuring certain
      financial instruments with characteristics of both liabilities and equity.
      The
      Fund adopted SFAS 150 effective July 1, 2003, with no material impact on the
      consolidated financial statements.


F-10
 SFAS
        153


In
      December 2004, the FASB issued SFAS No. 153, *Exchanges of Nonmonetary
      Assets—an amendment of APB Opinion No. 29*. The guidance in APB Opinion No.
      29, *Accounting for Nonmonetary Transactions* (“Opinion 29”), is based on
      the principle that exchanges of nonmonetary assets should be measured based
      on
      the fair value of the assets exchanged. The guidance in Opinion 29, however,
      included certain exceptions to that principle. This Statement amends Opinion
      29
      to eliminate the exception for nonmonetary exchanges of similar productive
      assets and replaces it with a general exception for exchanges of nonmonetary
      assets that do not have commercial substance. A nonmonetary exchange has
      commercial substance if the future cash flows of the entity are expected to
      change significantly as a result of the exchange. The Fund adopted SFAS 153
      effective June 15, 2005, with no material impact on the consolidated financial
      statements.





**Significant
      Accounting Policies**





**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. Cash balances
      with bank exceeded insured limits by $747,000 at December 31, 2003.




**Accounts
      receivables**


Trade
      receivables are recorded at invoice price and do not bear interest. The Fund
      recorded an allowance for doubtful accounts of $105,106 and $327,491 in 2003
      and
      2002, respectively, based upon historical write-off experience, evaluation
      of
      customer credit condition and the general economic status of the customer.
      For
      the years ended December 31, 2003, 2002 and 2001, the Fund recorded provision
      for bad debts of $536,472, $138,233 and $222,862, respectively.





**Revenue
      recognition**


Power
      generation and water revenues are recorded in the month of delivery, based
      on
      the estimated volumes sold to customers. Adjustments are made to reflect actual
      volumes delivered when the actual information subsequently becomes available.
      Billings to customers for power generation generally occur during the month
      following delivery. Final billings do not vary significantly from estimates.





**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, gains or losses on
      conversion are included in the foreign currency translation adjustment account
      in the shareholders’ equity section of the Consolidated Balance
      Sheets.





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 December 31, 2003, the Fund’s investment in
      the Egyptian operations decreased by approximately 27% due to the decrease
      in
      the exchange rate from January 1, 2003 through December 31, 2003. The cumulative
      foreign currency translation adjustment, which represents total accumulated
      other comprehensive loss and is included in shareholders’ equity, at December
      31, 2003 and 2002 amounts to a loss of $8,555,271 and $5,072,150,
      respectively.





**Impairment
      of Goodwill and Long-Lived Assets**


In
      accordance with the provisions of SFAS No. 142, *Goodwill
      and Other Intangible Assets,* and SFAS
      No. 144, *Accounting
      for the Impairment or disposal of Long-Lived Assets* ,
      the
      Fund evaluates goodwill and long-lived assets, such as plant and equipment
      and
      amortizable intangibles, when events or changes in circumstances indicate that
      the carrying value of such assets may not be recoverable.





Goodwill
      represents the excess cost over fair value of the net assets of purchased
      businesses. Goodwill and long-lived assets are assessed annually for impairment
      in the first quarter of each year or more frequently if impairment indicators
      arise, based on the fair value. To perform annual goodwill impairment testing,
      the Fund compared the fair value of each reporting unit to its carrying value.
      If the fair value of the reporting unit is less than its carrying value, an
      impairment loss is recorded. Fair values are determined by taking into account
      future estimated discounted cash flows which are based on detailed cash flow
      forecast of each reporting unit at the estimated cost of capital of
      approximately 6.6%.





The
      Fund
      performed its annual impairment evaluation, which resulted in goodwill
      impairment expense of approximately $556,000 and long-lived assets impairment
      of
      approximately $1,902,000, which is included in write-down of assets in power
      generation projects, for the year ended December 31, 2003. Goodwill, resulting
      from the deferred tax liability associated with the acquisition of US Hydro,
      was
      not supported by discounted future cash flow of the underlying projects to
      the
      extent of impairment. The impairment of long-lived assets impacting the loss
      from operations is primarily due to decrease in future undiscounted cash flow
      of
      certain US Hydro projects resulting from the exercise of certain rights of
      the
      off take party on various power agreements and the restructuring of power
      agreement at the Blackstone Project. All of the impairments relate to assets
      included in the Fund’s Power segment. At December 31, 2003 and 2002, the gross
      and net amount of intangible assets were:




Amortized
                  intangibles:
              2003
              2002Electric
                  power sales contract - gross
              $  
                  17,558,501
              $  
                  17,430,794Less
                  accumulated amortization expense
              1,888,661
              82,247Electric
                  power sales contract - net
              $  
                  15,699,840
              $  
                  17,348,547Unamortized
                  intangibles:Goodwill
              $    
                   5,153,145
              $                 ---





Electric
      power sales contract is being amortized over the duration of the contracts
      (from
      4 to 22 years) on a straight-line basis. During the years ended December 31,
      2003, 2002 and 2001, the Fund recorded amortization expense of $1,806,414,
      $82,247 and $0, respectively. The Fund expects to record amortization expense
      during the next five years as follows:





Year
                  EndedDecember
                  31,
              Amortization2004
              $
                  1,503,6582005
              1,351,4862006
              1,049,1582007
              919,5892008
              870,665





**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.




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 17 and 15 years at
      December 31, 2003 and 2002, respectively. During the years ended December 31,
      2003, 2002 and 2001, the Fund recorded depreciation expense of $1,821,824,
      $1,994,692 and $1,025,620, respectively.


F-11


**Income
      taxes**


The
      Fund’s Egyptian subsidiaries have ten year income tax holidays that expire in
      2008 through 2010. Accordingly, no provision has been made for Egyptian income
      taxes in the accompanying consolidated financial statements.


The
        US
        Hydro Projects, for federal income tax purposes, file on a consolidated basis
        using the accrual method of accounting on a calendar year basis. The US Hydro
        Projects, for state income tax purposes, file on an individual entity basis.
        The
        US Hydro Projects use the liability method in accounting for income
        taxes. **** Deferred
        income tax reflects, where required, the net tax effect of temporary differences
        between the carrying amounts of assets and liabilities for financial reporting
        purposes and amounts used for tax purposes. ****





Except
      for the US Hydro Projects, no provision is made for US income taxes in the
      accompanying consolidated financial statements as the income or losses of the
      Fund are passed through and included in the income tax returns of the individual
      shareholders of the Fund.




**Supplemental
      cash flow information**




Total
      interest paid during the years ended December 31, 2003, 2002, and 2001 was
      $807,735, $1,057,866, and $29,698, respectively.





For
      the
      years ended December 31, 2003 and 2002, the Fund paid income taxes of $166,920
      and $0, respectively.





**Significant
      Customers**




The
      Fund’s largest customers accounted for 27.9% and 16.9% of revenue in 2003, 20.6%
      and 10.1% of revenue in 2002 and 28.9% and 17.4% of revenue in 2001.




**Reclassification**




Certain
      items in previously issued financial statements have been reclassified for
      comparative purposes. This had no effect on net loss.





**3.**
            **Projects**


The
      Fund
      is comprised of several projects consisting of the following:





**Accounting**
            **Percent****Method**
            **Ownership**Egypt
                Projects
            Consolidation
            68.1%US
                Hydro Projects
            Consolidation
            70.8%United
                Kingdom Landfill Gas Projects
            Equity
            30.0%





**Egypt
      Projects**


In
      1999,
      the Fund and Ridgewood Electric Power Trust V ("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. In 2000, the
      Fund made additional investments and acquired majority ownership of Ridgewood
      Near East which wholly owns Ridgewood Egypt For Infrastructure, LLC (“REFI”).
      The Fund and Trust V own Ridgewood Near East in proportion to the capital they
      contributed, net of distributions and allocated profits and losses. Accordingly,
      the Fund has consolidated the financial position and results of operations
      since
      2000. In 2001, Ridgewood/Egypt Fund (“Egypt Fund”), an affiliate of Trust V and
      the Fund, made contributions to Ridgewood Near East in exchange for a minority
      interest. At December 31, 2003 and 2002, the Fund owns 68.1% of Ridgewood Near
      East. Trust V and the Egypt Fund’s interests in Ridgewood Near East are
      presented as minority interest in the consolidated balance sheets and
      consolidated statements of operations.





Currently
      REFI consists of 8 water desalinization plants, 1 electric generation plant
      and
      8 combination electric generation/water plants. The projects generally sell
      their electricity and drinking water output under contracts and other
      arrangements at prevailing market rates. In 2002, REFI shut down and removed
      the
      equipment from two of its water desalinization plants. As a result of these
      transactions, REFI recorded a writedown of $297,652 in 2002 to adjust the
      carrying value of the projects to reflect their current fair market value.
      In
      the first quarter of 2003, REFI sold another of its on-site power plants to
      the
      hosting hotel. As a result of the sale, REFI recorded a loss on sale of assets
      of $499,443 in 2003. The writedown and loss on sale of assets have been
      presented as separate line items in the consolidated statements of operations.





On
      December 30, 2001, Ridgewood Near East, through REFI, 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
      US $1,087,000 in 2001). 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 US
      $939,000 in 2002) to increase its ownership to 53% and gain control of Sinai.
      As
      a result of the additional investment, effective February 16, 2002, REFI
      accounts for its investment in Sinai under the consolidation method of
      accounting. REFI is currently entitled to additional interest in Sinai in return
      for providing Sinai with certain machinery and equipment. On REFI, a minority
      interest receivable related to this subsidiary was not recorded as of December 31, 2003,
      as no obligation to fund the losses by the minority shareholder
      exists.




At
      the
      time of acquisition in February 2002, Sinai 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 liabilities of approximately $450,000
      and a
      non-recourse loan of approximately $3,417,000 (approximately $2,314,000 at
      December 31, 2003), which was in default (Note 4). Ridgewood Near East has
      ascribed the excess purchase price of $777,000 (on its 53% interest) to plant
      and equipment which is being amortized over the 20 year life of the
      assets.




In
      2003,
      the Fund hired an independent third party engineering firm to analyze, value
      and
      determine the economic life of the recorded plant and equipment of the Sinai
      Company. As a result of the analysis, Ridgewood Near East recorded a writedown
      of $527,416. The writedown has been presented as separate line item in the
      consolidated statements of operations.





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.





**US
      Hydro Projects**


Beginning
      in 1999, the Fund and Trust V began negotiations with Synergics, Inc.
      (“Synergics”) to buy seven of its hydroelectric generating plants (the “US Hydro
      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 (approximately $23.5 million) 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 (the “debt joint venture”), acquired the debt
      from the lender on April 28, 2000 for a payment of approximately $17 million
      to
      the lender. The Fund supplied $12 million of the capital used by the debt joint
      venture to acquire the debt and Trust V supplied the remaining $5 million.
      The
      Fund and Trust V own the debt joint venture 70.8% and 29.2%, respectively,
      which
      is in proportion to the capital each supplied. Neither entity has preferred
      rights over the other. The Fund accounted for its investment in the initial
      $17
      million of debt acquired as a note receivable through November 21, 2002.


F-12
 On
        November 22, 2002, through another joint venture (the “acquisition joint
        venture”) owned in the same proportion as the debt joint venture that acquired
        the debt of Synergics, the Fund and Trust V completed its acquisition of
        the
        U.S. Hydro Projects and acquired 100% of the outstanding stock of Synergics
        through a structured tax reorganization. As part of the structured tax
        reorganization, the former shareholders of Synergics 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 for a nominal amount. Upon completion
        of the acquisition, Synergics was renamed Ridgewood U.S. Hydro Corporation,
        the
        Fund accounted for its 70.8% interest in the US Hydro Projects as a purchase
        and
        the results of operations of the US Hydro Projects have been included in
        the
        Fund’s consolidated financial statements.





The
      aggregate acquisition price of the US Hydro Projects (collectively, the debt
      joint venture, the acquisition joint venture, and Synergics) was approximately
      $20.3 million. As a result of the acquisition, the Fund and Trust V received
      seven hydroelectric generating plants with a market value of approximately
      $1.8
      million, $2.7 million in cash and other current assets, and notes receivable
      with a market value of $4.0 million (approximately $6.7 million value was
      initially assigned to the note at December 31, 2002). In accordance with the
      purchase agreement, the Fund and Trust V assumed approximately $7.5 million
      of
      other bank debt, income taxes payable of $0.1 million and agreed to a contingent
      income tax obligation initially estimated at approximately $1 million. As of
      December 31, 2002, the Fund and Trust V initially ascribed the approximate
      excess purchase price of $17.4 million to electric power sales contracts, which
      in 2003 was adjusted to approximately $19.4 million (before the $1.9 million
      impairment charge - Note 2) and will be amortized over the remaining life of
      the
      respective contracts.





As
      part
      of the purchase agreement, the Fund and Trust V had the option to treat the
      acquisition of the Synergics stock as an acquisition of assets in accordance
      with Internal Revenue Code (“IRC”) Section 338 (h) 10. By electing IRC Section
      338, the tax basis of the assets acquired would be stepped up and there would
      be
      little if any difference between the financial reporting basis and the income
      tax basis of the assets acquired. If the election were made it was agreed that
      a
      contingent income tax obligation would be due the seller of the US Hydro
      Projects as compensation for their increased tax cost. At acquisition, a $1
      million contingent income tax obligation was recorded as part of the purchase
      price. However, after further analysis, the income tax obligation due under
      IRC
      Section 338 was estimated to be $1.7 million.





During
      the third quarter of 2003, the Fund and Trust V chose not to exercise the IRC
      Section 338 h (10) election it had originally intended to make at the time
      of
      the acquisition of the US Hydro Projects. The Fund and Trust V’s change in
      position on IRC Section 338 was determined in part by the revised $1.7 million
      contingent tax obligation that would be due upon the filing of the election,
      compared to the minimal income taxes that would be due over the life of the
      projects. As a result of not exercising the IRC Section 338 h (10) election,
      the
      Fund and Trust V reversed the $1 million contingent tax obligation (along with
      other purchase price adjustments) and also recorded deferred taxes on the
      temporary differences between the financial reporting basis and the income
      tax
      basis of the assets acquired, which amounted to approximately $5.7 million
      of
      net deferred tax liabilities. The Fund and Trust V assigned $5.7 million of
      additional net deferred tax liabilities to goodwill.





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 the US Hydro Projects, giving effect to the Fund’s acquisition of
      the US Hydro Projects as if it had occurred at the beginning of the period
      presented. 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 the US Hydro Projects had been completed prior to November 23,
      2002, or the results that the Fund will have in the future.




**Pro
      forma Combined
      Statements of Operations**




**For
                the Year Ended December 31,****2002**
            
            **2001**Revenue
            $
                10,154,427
            
            $
                8,032,301Cost
                of sales
            7,427,470
            
            5,517,871Operating
                loss
            (1,237,795)
            
            (1,772,033)Minority
                interest
            (809,912)
            
            (13,340)Net
                loss
            (2,384,203)
            
            (4,125,520)Net loss per
              investor share
            (3,623)
            
            (6,269)





**United
      Kingdom Landfill Gas Projects**




On
      May
      26, 1999, Ridgewood UK, LLC (“Ridgewood UK”) was formed as a Delaware limited
      liability company, which in turn formed a subsidiary Ridgewood UK Ltd. (“UK
      Ltd”). On June 30, 1999, Trust V contributed $16,667,567 to Ridgewood UK; in
      turn UK Ltd., purchased six landfill gas power plants located in the United
      Kingdom. During 2001, the Fund contributed $5,817,006 to Ridgewood UK in return
      for an approximate equity share of 30%. Approximately $3,400,000 of the
      contributed funds, along with bank financing, was used to acquire four landfill
      gas power plants in the United Kingdom with a capacity of 10.6 megawatts
      (“MWs”). Approximately $2,100,000 of the total purchase price of the acquired
      plants was assigned to the electric power sales contracts acquired and is being
      amortized over the life of the contracts (15 years).





On
      October 16, 2001, UK Ltd., through the issuance of approximately 24% of its
      shares and $2,000,000 cash under the terms of a merger agreement (the “UK
      Merger”), 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 landfill
      gas projects that were sold to UK Ltd. pursuant to the UK Merger. As a result
      of
      the acquisition, which totaled seven plants, UK Ltd. provides its own operation,
      management and development services. UK Ltd. was renamed CLPE Holdings Ltd.
      (“CLP”) in 2001. In return for the stock issuance and $2,000,000 cash, CLP
      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. CLP also assumed
      liabilities of approximately $3,058,000. CLP assigned the electric power sales
      contracts and other intangibles acquired a value of $6,781,000, which is being
      amortized over the 15 year life of the underlying power sales
      contracts.





Since
      2001, the members of Ridgewood UK are Trust V and the Fund, both Delaware
      business trusts. Trust V, which owns 70% of Ridgewood UK, is managed by RPC,
      its
      managing shareholder. The Fund, which owns 30% of the Ridgewood UK, is managed
      by RPC and Power VI, its managing shareholder.





As
      of
      December 31, 2003, CLP owned twenty one landfill methane gas-fired electric
      generating projects in the United Kingdom with an installed capacity of 32.3
      MWs. Sixteen of the projects representing 25.3 MW sell electricity under 15
      year
      contracts to the Non Fossil Purchasing Agency (“NFPA”), a non-profit
      organization that purchases electricity generated by renewable sources on behalf
      of all British utilities. The remaining five projects representing 7 MW are
      subject to leases and sell this output under one year contracts. As of December
      31, 2005, CLP owned thirty one landfill methane gas-fired electric generating
      projects in the United Kingdom with an installed capacity of 48.7
      MWs.





In
      the
      fourth quarter of 2002, CLP decided not to continue the development of two
      projects it received as part of the 2001 UK Merger and recorded a writedown
      of
      $854,367 to adjust the carrying value of the projects to zero.





As
      part
      of the UK Merger, Ridgewood UK also acquired a 50% ownership in CLP Organogas
      SL
      (“Organogas”), a 2 MW plant located in Seville, Spain, as well as a 50% interest
      in CLP Envirogas, SL, (“Envirogas”), a management and development service
      company also located in Seville, Spain (collectively, the “Spanish Landfill
      Projects”). Under the terms of an agreement with one of its minority
      shareholders, effective January 1, 2003 Ridgewood UK transferred its 50%
      interest in the Spanish Landfill Projects in return for a portion of the
      minority shareholder’s interest in CLP. As a result of the transaction,
      Ridgewood UK increased its ownership in CLP from 76% to 88%.


F-13


Beginning
      in 2002, Ridgewood UK began to identify and develop sites in order to take
      advantage of the United Kingdom’s Renewable Obligation incentive program (“RO”).
      The RO program requires electricity suppliers serving electric users in the
      U.K.
      to obtain renewable obligation certificates (“ROC”) to demonstrate that a
      portion of their electricity supply portfolio was produced by qualified
      producers. Registered producers generate electricity from qualified renewable
      sources. Accordingly, Ridgewood UK began to borrow funds from Ridgewood
      Renewable PowerBank LLC, an affiliated entity, to finance Ridgewood UK’s
      expansion in 2002. In 2003 and 2004, Ridgewood UK borrowed funds from Ridgewood
      Renewable PowerBank II LLC, Ridgewood Renewable PowerBank III LLC and Ridgewood
      Renewable PowerBank IV LLC, all affiliates of Ridgewood UK (as they have a
      common managing shareholder), to further finance expansion. As of December
      31,
      2003, Ridgewood UK received advances totaling $41,806,478 from three of the
      respective PowerBank Funds with the expectation to develop twenty six projects
      with an operating capacity of 31.6 MWs. As of December 31, 2005, Ridgewood
      UK
      had commissioned sixteen projects with a capacity of 21.3 MWs.




The
      Fund’s 30% investment in Ridgewood UK is accounted for under the equity method
      of accounting as the Fund has the ability to exercise significant influence
      over
      the operating and financial policies of Ridgewood UK. The Fund’s equity in the
      earnings of Ridgewood UK has been included in the consolidated statements of
      operations since acquisition.




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


**Balance
        Sheet Information**


**December
                31, 2003**
            
            **December
                31, 2002**Current
                assets
            $
                39,129,585
            
            $
                6,892,113Non-current
                assets
            53,899,002
            
            41,553,839Total
                assets
            $
                93,028,587
            
            $
                48,445,952Current
                liabilities
            $
                12,307,232
            
            $
                4,238,985Long-term
                debt
              Construction
                advances
              Capital
                lease obligations
            21,193,090
              34,178,955
              10,198,319
            
            20,528,446
              --
              --Deferred
                income taxes
            753,979
            
            918,249Other
                liabilities
            --
            
            77,699Minority
                interest
            2,030,568
            
            5,400,035Members’
                equity
            12,366,444
            
            17,282,538Liabilities
                and members’ equity
            $
                93,028,587
            
            $
                48,445,952


**Statements of Operations**


**For
                the Year Ended December 31,****2003**
            
            **2002**
            
            **2001**Revenue
            $
                13,713,905
            
            $
                9,120,088
            
            $
                6,233,030Cost
                of sales
            13,633,056
            
            9,991,516
            
            5,594,142Other
                expenses
            2,170,997
            
            1,945,724
            
            1,187,718Total
                expenses
            15,840,053
            
            11,937,240
            
            6,781,860Net
                loss
            $
                (2,090,148)
            
            $
                (2,817,152)
            
            $
                (548,830)





**ZAP**


In
      March
      1999, the Fund, through a wholly owned subsidiary, purchased 678,808 shares
      of
      common stock of ZAP (“ZAP”, formerly ZAP World.com,) 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. As part of the $2,050,000 share purchase, 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. In June 1999, the Fund exercised the
      warrant and purchased 571,249 additional shares for approximately $2,000,000,
      or
      $3.50 per share. The Fund then owned 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, through the third quarter of 2001,
      was accounted for using the equity method of accounting. Accordingly, the
      accompanying 2001 consolidated statement of operations includes the Fund’s
      equity interest in ZAP.





In
      the
      third quarter of 2001, the Fund entered into an agreement with ZAP which
      resulted in the Fund selling all of 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 (“note”). The note provided for
      installment payments to be made to the Fund until its maturity in 2003. However,
      no payments on the note were received and, effective the fourth quarter of
      2001,
      the Fund wrote down $1,282,241 to reduce the note to zero based upon the quick
      deterioration of ZAP’s financial status. The write-down of investment in ZAP was
      included in the 2001 consolidated statement of operations.





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 the shares
      issued to the Fund, as well as all other unsecured creditors who opted for
      an
      equity interest in the reorganized ZAP, are subject to certain restrictions
      (lapsing over specified periods of time), which limited the ability to transfer
      or sell such shares and impaired its value given ZAP’s history. Accordingly, the
      Fund’s policy was to maintain the carrying value of the ZAP securities at zero
      until the restrictions on the respective shares lapsed. In September 2003,
      the
      Fund, with permission from ZAP, sold approximately 118,000 shares of ZAP to
      a
      private individual for $1.00 per share, which represented a 10% discount off
      the
      then current market price of unrestricted ZAP shares, and recognized the full
      proceeds as a realized gain.





During
      the second and third quarters of 2004, as 772,500 ZAP shares became
      unrestricted, the Fund and ZAP entered into an agreement in which ZAP would
      transfer the unrestricted shares into the names of the Fund’s investor
      shareholders. Except for 104,000 shares that became unrestricted in July 2005,
      the transfers were made and the Fund distributed the share certificates to
      its
      investor shareholders. Accordingly, the Fund recorded the transfer of the
      772,500 shares of ZAP common stock as distributions to its investor shareholders
      at the market value (as defined) of $2,078,959 for financial accounting purposes
      in the second and third quarter of 2004 and recorded a corresponding realized
      gain.





As
      part
      of the reorganization, the Fund also received a warrant granting it the right
      to
      purchase another 994,500 ZAP shares at an exercise price of $1.07 per share.
      In
      May 2004, the Fund exercised its rights under the warrant and purchased 994,500
      unrestricted shares at $1.07 per share. During 2004, the Fund sold all of the
      shares it purchased from the exercise of the first warrant for a gain of
      $340,322. As an incentive to exercise the warrant it received in the
      reorganization, the Fund received a second warrant, which was exercised in
      December 2004, with the purchase of 538,462 shares at a $3.25 per share. As
      of
      December 31, 2004, the Fund did not sell any of the shares it purchased from
      the
      exercise of the second warrant and recorded an investment of $1,750,000 to
      reflect the shares held at market value. From January 1, 2005 through December
      31, 2005, the value of the ZAP shares has declined to $0.26 per share. During
      this period, the Fund has sold 537,000 shares and realized and recognized losses
      in the net amount of approximately $940,000.


F-14


**4.**
            **Long-Term
                Debt**





Following
      is a summary of long-term debt at December 31, 2003:




Sinai
              
              Ridgewood
                  Egypt of Infrastructure
              
              US
                  Hydro
              
              TotalTotal
                  long-term debt
              $
                  2,313,803
              
              $
                  1,642,583
              
              $
                  5,650,000
              
              $
                  9,606,386Less
                  - Current maturity
              (65,850)
              
              (505,410)
              
              (4,312,723)
              
              (4,883,983)Long-term
                  portion
              $
                  2,247,953
              
              $
                  1,137,173
              
              $
                  1,337,277
              
              $
                  4,722,403





Sinai
      has
      an outstanding loan and interest payable of 14,292,806 Egyptian pounds
      (approximately US $2,314,000). The loan bears interest at 11.0% per annum and
      is
      non-recourse to the Fund. A provision of the loan restricts Sinai from paying
      dividends to its shareholders or obtaining credit from other banks. The loan
      was
      in default prior to the acquisition of Sinai by Ridgewood Near East and has
      remained in default through the second quarter of 2005. In the second quarter
      of
      2005, the bank and Sinai resolved all issues and an extension and revised
      payment schedule was formalized. The bank adjusted its claims and Sinai, as
      of
      December 31, 2005, is in compliance with the terms of the modified loan and
      is
      no longer in default. The revised terms provide for progressive monthly payments
      over six years ranging from 171,545 Egyptian pounds to 356,727 Egyptian pounds
      (or US $29,451 to US $61,243 at loan inception exchange rates), including
      interest, maturing on May 1, 2011.





During
      the third quarter of 2002, REFI executed a term loan agreement with its
      principal bank. The bank provided a loan of 12,500,000 Egyptian pounds
      (approximately US $2,022,000), which matures on March 31, 2007. The loan is
      being repaid in quarterly principal installments of 781,250 Egyptian pounds
      (approximately US $126,000) starting June 2003. Outstanding borrowings bear
      interest at the bank’s medium term loan rate plus 0.5% (12.5% at December 31,
      2003 and 2002).





Five
      of
      the US Hydro Projects’ hydro-electric power plants are financed by a term loan
      (“term loan”). The Fund has a choice of variable or fixed interest rates on the
      term loan. Variable rates are LIBOR ( 1.16375% and 1.450% at December 31, 2003
      and 2002, respectively) plus 13⁄4% or the Lenders Corporate Base Rate (as
      defined). 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 23⁄4%. The variable rate of 2.91375% and 3.20%
      were the effective interest rates at December 31, 2003 and 2002, respectively.
      This credit facility is collateralized by five hydroelectric plants and notes
      receivable owned by the US Hydro Projects (See Note 6). Although the Fund is
      current in its interest and principal payments, it is technically in default
      under the covenants of the term loan as a result of not providing its lender
      a
      copy of its current audited financial statements. As per the terms of the term
      loan agreement, the default does not allow the lender to accelerate or call
      the
      loan.





During
      the fourth quarter of 2003, discussions were entered into with the
      Truckee-Carson Irrigation District (“TCID”) to sell the US Hydro Projects notes
      receivable (see Note 6) and cash flow rights from one of its projects (the
      Lahontan project) to TCID. In the first quarter of 2004, TCID’s Board of
      Directors approved the purchase. In return for its notes receivable and cash
      flow rights, the US Hydro Projects received $4,000,000. Pursuant to the term
      loan agreement, the US Hydro Projects submitted the proceeds it received from
      the sale of the notes receivable directly to its lender on March 31, 2004.
      As a
      result of the sale and remittance of the proceeds, the balance of the term
      loan
      was reduced to $1,650,000. Of the proceeds received, $3,958,386 was applied
      to
      the principal balance and the remaining $41,614 was applied to current interest
      due. The parties mutually agreed to amend the term loan agreement, providing
      for
      a revised amortization of principal for the $4,000,000 received.





As
      additional compensation to the lender of the U.S. Hydro Projects, the Fund
      is
      required to pay 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 payments were
      required for the years ended December 31, 2003 and 2002.





Scheduled
      principal repayments of the Fund’s long-term debt, as revised for the Sinai loan
      modification, are as follows:




Year
                  EndedDecember
                  31,
              Payment2004
              $
                  4,883,9832005
              1,172,0702006
              1,169,9352007
              791,1392008
              321,625Thereafter
              1,267,934Total
              $
                  9,606,386
  **5.
      Lease Commitments**





Two
      of
      the US Hydro Projects hydroelectric plants have leased the site at its facility
      under a long term lease which terminates in 2024. Rent expense for the year
      ended December 31, 2003 and the period November 23, 2002 to December 31, 2002
      was $794,720 and $12,083, respectively.





Minimum
      lease payments are as follows:





2004
              $670,0002005
              685,0002006
              695,0002007
              700,0002008
              710,000Thereafter
              6,216,477Total
                  Minimum Lease Payments
              $
                  9,676,477
  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 year ended December 31, 2003 and the period November 23, 2002
      to
      December 31, 2002 was $6,982 and $451, respectively.





One
      of
      the US Hydro electric 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 a utility.





**6.
      Notes Receivable**





The
      following is a summary of the Fund’s notes receivable:




December
                  31,2003
              2002TCID
              $  3,800,000
              $
                  6,749,822Other
              469,020
              --Total
                  notes receivable
              4,269,020
              6,749,822Less
                  current portion
              4,269,020
              200,000Notes
                  receivable - long-term portion
              $              
                  --
              $ 6,549,822


F-15


**TCID**


During
      1989, Synergics (Note 3) constructed a hydroelectric facility (“HF”) for TCID.
      The construction and term funding for this plant was provided by (i) a portion
      of the secured term loan credit facility (see Note 4), the proceeds of which
      were originally paid to a certain US Hydro Project and then advanced to
      Synergics, (ii) funds from Synergics and (iii) TCID. The HF, after completion,
      was sold by Synergics to TCID. The sales price of the HF was paid by assignment
      of future excess cash flows, as defined, to Synergics in the form of a long
      term
      note receivable, which consists of two separate notes. As of December 31, 2003
      the long term note receivable has been pledged as additional collateral for
      the
      secured term loan credit facility. The amounts initially due from
      TCID:





Portion
                  payable over 15 years at variable interest
              $
                  4,000,000Portion
                  payable over 15 years at 15% fixed rate
              2,137,000Total
                  due
              $
                  6,137,000





Upon
      the
      Fund’s acquisition of US Hydro in 2002, the then outstanding balances of the
      notes receivable, which accreted to approximately $6,700,000, were adjusted
      by
      approximately $2,900,000, through purchase accounting to approximately
      $3,800,000 as of December 31, 2003. In March 2004, $4,000,000 of the notes
      receivable were paid by TCID, the proceeds of which were applied directly
      towards a reduction of the term loan (Note 4) and a gain, net of professional
      fees, of $175,000 was recognized accordingly.





**7.**
            **Consulting
                Agreements**





The
      Fund’s Egypt Projects have an arrangement with a consultant that provides
      marketing, construction and management services in Egypt. The consultant
      receives, in total, a development fee of 3% of the capital cost of the completed
      projects, an annual management fee of greater of 0.3% of the capital cost of
      completed projects and $180,000 and reimbursement of out-of-pocket costs
      incurred in performing its duties under the agreement. The agreement has a
      term
      of one year and is automatically renewed annually. The agreement may be
      terminated by either party upon written notice.





In
      February 2003, a complaint was filed against Ridgewood Near East by a
      corporation claiming breach of consulting contract. In November 2003, the
      parties reached an agreement whereby Ridgewood Near East paid the corporation
      a
      one-time payment of $280,750, representing commissions and penalties, and have
      agreed to continue making required commission payments as per the original
      agreement of $900,000 payable in monthly installments of $7,500. The Fund
      recorded the liability by discounting the future payments at the rate of 10%
      resulting in total expense of $567,534.





Schedule
      of future discounted principal payments are as follows:





Year
                  EndedDecember
                  31,
              Payment2004
              $
                  36,5912005
              40,4222006
              44,6552007
              49,3312008
              54,497Thereafter
              325,064Total
              $550,560





**8.
      Commitments**





In
      the
      first quarter of 2005, Ridgewood Near East entered into an agreement with a
      former consultant, who previously operated under an arrangement similar to
      terms
      defined in Note 7. The new agreement provides for a fixed annual fee of
      $120,000.





In
      accordance with Egyptian company law, the Egypt Projects transfer 5% of annual
      net profits to a statutory reserve. Transfers will cease when the reserve
      reaches 50% of issued capital. The statutory reserve is not eligible for
      distribution to members. The statutory reserve amounted to $50,943 and $50,396
      as of December 31, 2003 and 2002, respectively.




**9.
      Fair Value of Financial Instruments**





At
      December 31, 2003 and 2002, the carrying value of the Fund’s cash and cash
      equivalents, accounts receivable, notes receivable, 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.





**10.**
            **Transactions
                with Managing Shareholder and
                Affiliates**


The
        Fund
        which closed on April 30, 2000, operates pursuant to a management agreement
        with
        RPC, a Managing Shareholder, under which RPC renders certain management,
        administrative and advisory services and provides office space and other
        facilities to the Fund. As compensation to RPC for such services, the Fund
        was
        initially obligated for an annual management fee of $1,645,266, or 2.5% of
        the
        total capital contributions to the Fund payable monthly upon the closing
        of the
        Fund. For the years ended December 31, 2003 and 2002, the managing shareholder
        contemporaneously waived 50% of the management fee due (or $822,633 annually).
        Accordingly, management fees of $822,633, $822,633, and $1,645,267 were charged
        to the Fund for the years ended December 31, 2003, 2002 and 2001, respectively.
        For 2003 the Fund paid $150,000 of the 2003 management fee to the managing
        shareholder and the remaining $672,633 was accrued. For 2002, $377,105 of
        the
        2002 management fee was paid to managing shareholder and $445,528 was accrued.
        For 2001, the Fund paid all management fees pertaining to 2001 to the managing
        shareholder and, therefore, $0 was accrued. During 2005, the management fee
        amounts accrued for 2004, 2003 and 2002, aggregating $1,623,690 was forgiven
        by
        the managing shareholder. The aggregate management fee forgiven was recorded
        as
        a capital contribution by the managing shareholder in the fourth quarter
        of
        2005, who also anticipates assigning said contribution for the benefit of
        the
        investor shareholders.





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 statements
      of
      operations and were reimbursed by the Fund.





Under
      the
      Declaration of Trust, RPC 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, RPC is entitled to
      receive 25% of the distributions for the remainder of the year. RPC 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, RPC 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, except that if an allocation of a loss
      would
      cause an Investor to have a negative amount in the Investor’s capital account,
      the loss will be allocated to the Managing Shareholder instead in the amount
      necessary to prevent the creation of a negative balance in the Investor’s
      capital account. 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.





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, 2003.





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.




On
      June
      26, 2003, the Managing Shareholder of the Fund, entered into a $5,000,000
      Revolving Credit and Security Agreement with Wachovia Bank, National
      Association. The agreement allows the Managing Shareholder to obtain loans
      and
      letters of credit for the benefit of the trusts and funds that it manages.
      As
      part of the agreement, the Fund agreed to limitations on its ability to incur
      indebtedness, liens and provide guarantees. On February 20, 2004, the Managing
      Shareholder and Wachovia Bank amended the agreement increasing the amount to
      $6,000,000. As described in Note 14, the agreement has subsequently been
      extended.


F-16


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. At December 31,
      2003
      and 2002, the Fund had outstanding payables and receivables, with the following
      affiliates:





**As
                of December 31,****Due
                From**
            **Due
                To****2003**
            **2002**
            
            **2003**
            **2002**Ridgewood
                Power Management
            $
                      1,851
            $           
                 ---
            
            $          
                 ---
            $
                179,402Ridgewood
                Renewable Power
            ---
            ---
            
            1,058,204
            ---Trust
                V
            1,280,936
            1,490,549
            
            ---
            ---Ridgewood
                Electric Power Trust IV
            ---
            ---
            
            71,000
            ---Egypt
                Fund
            ---
            ---
            
            351,239
            378,852United
                Kingdom Landfill Gas Projects
            595,837
            218,809
            
            ---
            ---Ridgewood
                Dubai (paid January 2005)
            612,517
            ---
            
            ---
            ---Other
                affiliates
            ---
            17,077
            
            407,951
            ---Total
            $2,491,141
            $1,726,435
            
            $1,888,394
            $558,254





**11.**
            **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. Currently,
      the Fund does not have any employees.





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 Cash Flow after Investors obtain 12%
                Managing
                    Shareholder
                Managing
                    Shareholdercumulative
                    return
                Up
                    to 20%
                20%Plan
                    Participants
                Plan
                    ParticipantsUp
                    to 5%
                5%Net
                    Cash Flow from Dispositions
                Managing
                    Shareholder
                Managing
                    Shareholder1%
                20%Plan
                    Participants
                Plan
                    ParticipantsZero
                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 after the payout threshold
      is
      reached.





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





When
      approved by Near East, Near East’s subsidiaries pay 10% of its cash dividends as
      profit sharing to its employees.




**12.
      Financial Information by Business Segment**





In
      2003
      and 2002, revenues were recorded from customers of the US Hydro Projects and
      Egypt Projects. In 2001, all revenues were recorded from customers of the Egypt
      Projects. 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 years ended December
      31,
      2003, 2002 and 2001, financial information by geographic location was as
      follows:




2003
              
              2002
              
              2001US
              Egypt
              
              US
              Egypt
              
              US
              EgyptRevenue
              
              $ 
                  5,844,921
              $
                  4,399,763
              
              $
                  371,345
              $
                  5,459,011
              
              $          
                   -
              $
                  4,237,676Property,
                  plantand
                  equiptment, net
              1,734,015
              20,867,386
              
              1,777,647
              31,214,014
              
              -
              25,961,010





The
      Fund
      has two customers which accounted for approximately 80% of US sourced revenue
      in
      2003 and three customers which accounted for approximately 83% of US sourced
      revenue in 2002. The Fund has two customers which accounted for approximately
      19%, 33% and, 46% of Egypt sourced revenue in 2003, 2002 and 2001, respectively.





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.


F-17


The
      financial data for business segments are as follows:


**Water****2003**
            
            **2002**
            
            **2001**Revenue
            
            $
            3,618,874
            
            $
            4,088,172
            
            $
            2,797,834Depreciation
                and amortization
            
            
            1,285,564
            
            
            1,395,198
            
            
            609,671Gross
                profit
            
            
            922,384
            
            
            738,695
            
            
            1,191,175Impairment
                of intangibles
            
            
            ---
            
            
            ---
            
            
            ---Interest
                expense
            
            
            325,800
            
            
            574,480
            
            
            ---Plant
                and equipment and office equipment, net
            
            
            13,656,329
            
            
            19,009,864
            
            
            10,628,640Capital
                expenditures
            
            
            344,679
            
            
            856,648
            
            
            6,776,541Goodwill
            
            
            ---
            
            
            ---
            
            
            ---







**Power****2003**
            
            **2002**
            
            **2001**Revenue
            
            $
            6,625,810
            
            $
            1,742,184
            
            $
            1,439,842Depreciation
                and amortization
            
            
            2,044,067
            
            
            419,345
            
            
            208,164Gross
                profit (loss)
            
            
            2,478,556
            
            
            (49,539
            )
            
            (2,269
            )Impairment
                of Intangibles
            
            
            2,457,834
            
            
            ---
            
            
            ---Interest
                expense
            
            
            204,173
            
            
            22,320
            
            
            ---Plant
                and equipment and office equipment, net
            
            
            7,637,620
            
            
            11,514,945
            
            
            10,107,668Capital
                expenditures
            
            
            5,954
            
            
            1,143
            
            
            2,477,933Goodwill
            
            
            5,153,145
            
            
            ---
            
            
            ---





**Corporate****2003**
            
            **2002**
            
            **2001**Revenue
            
            $
            ---
            
            $
            ---
            
            $
            ---Depreciation
                and amortization
            
            
            298,607
            
            
            262,396
            
            
            207,785Gross
                loss
            
            
            (298,607
            )
            
            (262,396
            )
            
            (207,785
            )Impairment
                of intangibles
            
            
            ---
            
            
            ---
            
            
            ---Interest
                expense
            
            
            330,686
            
            
            390,802
            
            
            29,698Plant
                and equipment and office equipment, net
            
            
            708,572
            
            
            922,941
            
            
            697,607Capital
                expenditures
            
            
            9,377
            
            
            209,599
            
            
            1,099,827Goodwill
            
            
            ---
            
            
            ---
            
            
            ---





**Total****2003**
            
            **2002**
            
            **2001**Revenue
            
            $
            10,244,684
            
            $
            5,830,356
            
            $
            4,237,676Depreciation
                and amortization
            
            
            3,628,238
            
            
            2,076,939
            
            
            1,025,620Gross
                profit
            
            
            3,102,333
            
            
            426,760
            
            
            981,121Impairment
                of intangibles
            
            
            2,457,834
            
            
            ---
            
            
            ---Interest
                expense
            
            
            860,659
            
            
            987,602
            
            
            29,698Plant
                and equipment and office equipment, net
            
            
            22,002,521
            
            
            31,447,750
            
            
            21,433,915Capital
                expenditures
            
            
            360,010
            
            
            1,067,390
            
            
            10,354,301Goodwill
            
            
            5,153,145
            
            
            ---
            
            
            ---





**13.
      Income Taxes**





The
      income tax expense (benefit) consists of:


**2003**
            
            **2002**CurrentFederal
            
            $
            ---
            
            $
            ---State
            
            
            263,934
            
            
            12,622263,934
            
            
            12,622Deferred
              Federal
              State
            
            
            ($
                1,209,098
              (108,580
            )
              )
            
            ---
              ---($
                1,317,678
            )
            
            ---($
              1,053,744
            )
            
            $
              12,622




The
      Fund
      incurred state income taxes of $263,934 and $12,622 for the years ended December
      31, 2003 and 2002, respectively, on behalf of certain of the US Hydro Projects.
      For the year ended December 31, 2003 the Fund recorded a deferred federal and
      state income tax benefit of $1,209,098 and $108,580, respectively, which
      reflects the change in the net tax effects of temporary differences between
      the
      carrying amounts of assets and liabilities of the US Hydro Projects for
      financial reporting purposes and the amounts used for income tax
      purposes.


F-18


Components
      of the Fund’s deferred income tax assets and liabilities are as
      follows:





**2003**
            **2002
                (Note 3)**Deferred
                tax asset:Carrying
                value of notes receivable
            $
                 1,435,129
            $
                --Deferred
                tax liabilities:Depreciation
                and amortization
            $
                (5,826,098)
            $
                --





**14.
      Subsequent Events**





In
      the
      fourth quarter of 2004, US Hydro Projects’ Blackstone entity and New England
      Power (“NEP”) agreed to terminate their 1989 power purchase agreement. As per
      the terms of Termination and Release Agreement, Blackstone now has the right
      to
      sell its production of electricity to any party it chooses. In addition,
      beginning January 2005 NEP will pay Blackstone $16,000 per month through
      February 2010 and a lump sum payment of $1,000,000 on February 15, 2010 to
      compensate Blackstone for the cancellation of the fifteen years remaining on
      the
      original agreement.





As
      a
      result of the new agreement, the Fund recorded a net gain of $564,713 in the
      consolidated statement of operations in 2004, reflecting an impairment to
      electric power sales contracts of $1,077,296 to write-down the carrying value
      of
      the pre-existing power purchase agreement to zero less $1,642,009 to recognize
      the present value of payments to be received.





Effective
      January 1, 2005, the Managing Shareholder, acting on the recommendation of
      tax
      counsel for the Fund, amended the Declaration of Trust in order to clear up
      potential ambiguity and to maintain the tax status of the Fund.  The
      Declaration authorizes the Managing Shareholder to make such amendments to
      the
      Declaration without notice to or approval of the Investors in a variety of
      circumstances, including, without limitation, amendments to maintain the tax
      status of the Fund.





Under
      the
      terms of the amendment, if an Investor’s Adjusted Capital Account would become
      negative using General Allocations, losses and expenses will be allocated to
      the
      Managing Shareholder.  Should the Managing Shareholder’s Adjusted Capital
      Account become negative and items of income or gain occur, then such items
      of
      income or gain will be allocated entirely to the Managing Shareholder until
      such
      time as the Managing Shareholder’s Adjusted Capital Account becomes
      positive.  This mechanism will not affect the allocation of cash which was
      not affected by the amendment.





The
      Managing Shareholder has reviewed the amendments to the Declaration recommended
      by tax counsel for the Fund, and has concluded that the amendment of the
      Declaration will not materially and adversely affect the interests of the
      Investors in the Fund.





During
      2005, the management fee to Managing Shareholder accrued for 2004, 2003, and
      2002, aggregating $1,623,690 was forgiven by the managing shareholder. The
      aggregate management fee forgiven was recorded as a capital contribution by
      the
      Managing Shareholder in the fourth quarter of 2005, who also anticipates
      assigning said contribution for the benefit of the investor shareholders.





During
      2005, Wachovia Bank agreed to further extend the Managing Shareholder’s Line of
      credit, as described in Note 10, through September 30, 2006.





**B.
      Supplementary Financial Information**





Selected
      Quarterly Financial Data for the years ended December 31, 2003 and 2002
      (Unaudited).




2003First
              Quarter
            Second
              Quarter
            Third
              Quarter
            Fourth
              QuarterRevenue
            $2,701,000
            $2,987,000
            $2,336,000
            $
                2,221,000Gross
                profit (loss)
            1,286,000
            1,508,000
            838,000
            (530,000)Income
                (loss) from operations
            184,000
            718,000
            145,000
            (5,657,000)Net
                loss
            (292,000)
            (326,000)
            (164,000)
            (3,008,000)





2002First
              Quarter
            Second
              Quarter
            Third
              Quarter
            Fourth
              QuarterRevenue
            $896,000
            $1,398,000
            $2,058,000
            $1,478,000Gross
                profit (loss)
            232,000
            288,000
            (6,000)
            (87,000)Loss
                from operations
            (538,000)
            (571,000)
            (513,000)
            (1,239,000)Net
                loss
            (762,000)
            (690,000)
            (498,000)
            (1,381,000)





See
      Item
      7. ‘Management’s Discussion and Analysis of Financial Condition and Results
      Operation’ for discussion regarding interim periods.





F-19


**PART
      IV**




**Item
      15. Exhibits and Financial Statement Schedules.**




(a)  **Financial
      Statements.**




See
      the
      Index to Financial Statements in Item 8 of this report.





(b)  **Exhibits** .





Exhibits
      required by Section 601 of Regulation S-K.





Exhibit
                No.
            
            Description3
            (i)(A)
            †
            Certificate
                of Trust of the Registrant.3
            (i)(B)
            †
            Amendment
                No. 1 to Certificate of Trust.3
            (i)(C)
            †
            Declaration
                of Trust of the Registrant.3
            (i)(D)
            
            Amendment
                No. 1 to the Declaration of Trust (incorporated by reference to the
                Registrant’s definitive proxy statement filed with the SEC on November 5,
                2001).10A
            
            †
            Stock
                and Warrant Purchase Agreement for ZAP Power Systems, Inc., dated
                March
                29, 1999.10B
            
            †
            Warrant
                for Purchase of Common Stock of ZAP Power Systems, Inc., dated March
                29,
                1999.10C
            
            †
            Investors'
                Rights Agreement with ZAP Power Systems, Inc., dated March 29,
                1999.10D
            
            †
            Milestone
                letter agreement with ZAP Power Systems, Inc., dated March 29,
                1999.10E
            
            †
            Letter
                agreement re board representation with ZAP Power Systems, Inc., dated
                March 29, 1999.10F
            
            †#
            Management
                Agreement between the Fund and Managing Shareholders, dated March
                29,
                1999.10G
            
            †#
            Key
                Employees' Incentive Plan10H
            
            †
            Agreement
                of Merger between Ridgewood Power Corporation and Ridgewood Power
                LLC.10I
            
            
            Operating
                Agreement of Ridgewood Near East Holding LLC., dated September 30,
                1999
                (incorporated by reference to the Registrant’s Form 10-K for the year
                ended December 31, 2003, filed with the SEC on March 1,
                2006).10J
            
            
            Form
                of contracts and agreements between CLPE Holdings, Inc and each of
                (i)
                Ridgewood Renewable PowerBank II, LLC, (ii) Ridgewood Renewable PowerBank
                I, LLC, (iii) Ridgewood Renewable PowerBank III, LLC and (iv) Ridgewood
                Renewable PowerBank IV, LLC (incorporated by reference to the Registrant’s
                Form 10-K for the year ended December 31, 2003, filed with the SEC
                on
                March 1, 2006).14
            
            
            Code
                of Ethics, adopted on March 1, 2004 (incorporated by reference to
                the
                Registrant’s Form 10-K for the year ended December 31, 2003, filed with
                the SEC on March 1, 2006).31.1
            
            *
            Certification
                of Randall D. Holmes, Chief Executive Officer of the Registrant,
                pursuant
                to Securities Exchange Act Rule 13a-14(a).31.2
            
            *
            Certification
                of Douglas R. Wilson, Chief Financial Officer of the Registrant,
                pursuant
                to Securities Exchange Act Rule 13a-14(a).32
            
            *
            Certifications
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                The Sarbanes-Oxley Act of 2002, signed by Randall D. Holmes, Chief
                Executive Officer of the Registrant, and Douglas R. Wilson, Chief
                Financial Officer of the Registrant.99.2
            
            *
            Ridgewood
                UK, LLC Consolidated Financial Statements


_____________________


*
            Filed
                herewith.





†
            Incorporated
                by reference to the Registrant's Registration Statement on Form 10
                filed
                with the SEC on April 30, 1999.





#
            A
                management contract or compensatory plan or arrangement required
                to be
                filed as an exhibit pursuant to Item 15(c) of Form 10-K.





(c)  **Financial
      Statement Schedules**





See
      Financial Statements and accompanying notes included in this
      report.


F-21







**SIGNATURES**







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








**THE
                RIDGEWOOD POWER GROWTH FUND**(Registrant)Date:
                March 3, 2006
            By:/s/
                Randall D. Holmes
              Randall
                D. Holmes
              Chief
                Executive Officer
              (Principal
                Executive Officer)





















































































F-22


**Exhibit
      31.1**





**CERTIFICATION**





I,
      Randall D. Holmes, certify that:





1.
            I
                have reviewed this annual report on Form 10-K/A of The Ridgewood
                Power
                Growth Fund (the “Registrant”);





2.
            Based
                on my knowledge, this 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
                report;





3.
            Based
                on my knowledge, the financial statements, and other financial information
                included in this 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 report;





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





(a)  Designed
      such disclosure controls and procedures, or caused such disclosure controls
      and
      procedures to be designed under our supervision, 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 report is being prepared;





(b)  Evaluated
      the effectiveness of the Registrant’s disclosure controls and procedures and
      presented in this report our conclusions about the effectiveness of the
      disclosure controls and procedures, as of the end of the period covered by
      this
      report based on such evaluation; and





(c)  Disclosed
      in this report any change in the Registrant’s internal control over financial
      reporting that occurred during the Registrant’s most recent fiscal quarter (the
      Registrant’s fourth fiscal quarter in the case of an annual report) that has
      materially affected, or is reasonably likely to materially affect, the
      Registrant’s internal control over financial reporting; and **





5.
            The
                Registrant’s other certifying officer(s) and I have disclosed, based on
                our most recent evaluation of internal control over financial reporting,
                to the Registrant’s auditors and the audit committee of the Registrant’s
                board of directors (or persons performing the equivalent functions):





(a)  All
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over financial reporting which are reasonably likely to
      adversely affect the Registrant’s ability to record, process, summarize and
      report financial information; and





(b)  Any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the Registrant’s internal control over financial
      reporting.





Date:
      March 3, 2006





/s/
      Randall D. Holmes___


Name:  Randall
      D. Holmes


Title:  Chief
      Executive Officer




















F-23


**Exhibit
      31.2**











**CERTIFICATION**





I,
      Douglas R. Wilson, certify that:





1.
            I
                have reviewed this annual report on Form 10-K/A of The Ridgewood
                Power
                Growth Fund (the “Registrant”);





2.  Based
      on
      my knowledge, this 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 report;





3.  Based
      on
      my knowledge, the financial statements, and other financial information included
      in this 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 report;





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





(a)  Designed
      such disclosure controls and procedures, or caused such disclosure controls
      and
      procedures to be designed under our supervision, 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 report is being prepared;





(b)  Evaluated
      the effectiveness of the Registrant’s disclosure controls and procedures and
      presented in this report our conclusions about the effectiveness of the
      disclosure controls and procedures, as of the end of the period covered by
      this
      report based on such evaluation; and





(c)  Disclosed
      in this report any change in the Registrant’s internal control over financial
      reporting that occurred during the Registrant’s most recent fiscal quarter (the
      Registrant’s fourth fiscal quarter in the case of an annual report) that has
      materially affected, or is reasonably likely to materially affect, the
      Registrant’s internal control over financial reporting; and **





5.  The
      Registrant’s other certifying officer(s) and I have disclosed, based on our most
      recent evaluation of internal control over financial reporting, to the
      Registrant’s auditors and the audit committee of the Registrant’s board of
      directors (or persons performing the equivalent functions):





(a)  All
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over financial reporting which are reasonably likely to
      adversely affect the Registrant’s ability to record, process, summarize and
      report financial information; and





(b)  Any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the Registrant’s internal control over financial
      reporting.





Date:
      March 3, 2006





/s/
      Douglas R. Wilson__


Name:
      Douglas R. Wilson


Title:
      Senior Vice President and


Chief
      Financial Officer











F-24














**Exhibit
      32**








**CERTIFICATIONS
      PURSUANT TO**


**18
      U.S.C. SECTION 1350,**


**AS
      ADOPTED PURSUANT TO**


**SECTION
      906 OF THE SARBANES-OXLEY ACT OF 2002**










(1)
            The
                Report fully complies with the requirements of Section 13(a) or 15(d)
                of
                the Securities Exchange Act of 1934;
                and





(2)
            The
                information contained in the Report fairly presents, in all material
                respects, the financial condition and results of operations of the
                Fund.





/s/
                Randall D. HolmesName:Randall
                D. HolmesTitle:Chief
                Executive OfficerDate:March
                3, 2006/s/
                Douglas R. WilsonName:Douglas
                R. WilsonTitle:Senior
                Vice President and Chief Financial OfficerDate:March
                3, 2006




























F-25