**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      DC 20549**





**FORM
      10-K**


(Mark
      One)


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





For
      the
      fiscal year ended December 31, 2003





oTRANSITION
      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). Yes o No
x




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act. Yes o No
x




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







**FORM
      10-K**







**TABLE
      OF CONTENTS**





**PART
      I**





Item
      1.
      Business


Item
      2.
      Properties


Item
      3.
      Legal Proceedings


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





**PART
      II**





Item
      5.
      Market for Registrant’s Common Equity, Related Shareholder Matters and


Issuer
      Purchases of Equity Securities


Item
      6.
      Selected Financial Data


Item
      7.
      Management’s Discussion and Analysis of Financial Condition and Results of
      Operation


Item
      7A.
      Quantitative and Qualitative Disclosures About Market Risk


Item
      8.
      Financial Statements and Supplementary Data


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


Item
      9A.
      Controls and Procedures


Item
      9B.
      Other Information





**PART
      III**





Item
      10.
      Directors and Executive Officers of the Registrant


Item
      11.
      Executive Compensation


Item
      12.
      Security Ownership of Certain Beneficial Owners and Management and Related
      Shareholder Matters


Item
      13.
      Certain Relationships and Related Transactions


Item
      14.
      Principal Accountant Fees and Services





**PART
      IV**





Item
      15.
      Exhibits and Financial Statement Schedules





SIGNATURES











**PART
      I**





**Item
      1. Business.**





Cautionary
      Statement Regarding Forward-looking Statements





This
      Annual Report on Form 10-K of The Ridgewood Power Growth Fund (the “Fund”)
      includes “forward-looking statements” within the meaning of Section 27A of the
      Securities Act of 1933, as amended (the "Securities Act"), Section 21E of the
      Securities Exchange Act of 1934, as amended, and the Private Securities
      Litigation Reform Act of 1995, and the "safe harbor" provisions thereof. These
      forward-looking statements are usually accompanied by the words "anticipates,"
      "believes," "plan," "seek," "expects," "intends," "estimates," "projects,"
      "will
      likely result," "will continue," "future" and similar terms and expressions.
      The
      forward-looking statements in this Annual Report on Form 10-K reflect our
      current views with respect to future events and financial performance. To make
      these statements, we have had to make assumptions as to the future. We have
      also
      had to make estimates in some cases about events that have already occurred,
      and
      to rely on data that may be found to be inaccurate at a later time. Because
      these forward-looking statements are based on assumptions, estimates and
      changeable data, and because any attempt to predict the future is subject to
      other errors, future results may be materially different from those discussed
      or
      anticipated in this report. Some of the events that could cause actual results
      to differ materially from historical results or those anticipated include
      changes in political and economic conditions, federal or state regulatory
      structures, government taxation, spending and budgetary policies, government
      mandates, demand for electricity and thermal energy, the ability of customers
      to
      pay for energy received, supplies and prices of fuels, operational status of
      generating plants, mechanical breakdowns, volatility in the price for electric
      energy, natural gas, or renewable energy, availability of labor and the
      willingness of electric utilities to perform existing power purchase agreements
      in good faith, and such other risks and uncertainties as are discussed in the
      Fund's Registration Statement on Form 10 filed with the Securities and Exchange
      Commission on April 30, 1999.




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




We
      undertake no obligation to publicly revise these forward-looking statements
      to
      reflect events or circumstances that may arise after today. All subsequent
      written or oral forward-looking statements attributable to us or persons acting
      on our behalf are expressly qualified in their entirety by this
      section.




General
      Development of Business.





The
      Fund
      was organized as a Delaware business trust in January 1998 to participate in
      the
      development, construction and operation of independent power generating
      facilities and similar capital projects (“Independent Power Projects” or
“Projects”). The Fund was also authorized to invest in capital projects that at
      the time of such investment were expected to earn cash flows similar to those
      of
      Independent Power Projects.





The
      Fund
      sold whole and fractional shares of beneficial interest in the Fund ("Investor
      Shares") pursuant to a private placement offering (the “Offering”), which
      terminated in April 2000. Net of offering fees, commissions and expenses, the
      Offering provided approximately $54.6 million for investments in the development
      and acquisition of Projects. As of February 28, 2006, there were 1,330 record
      holders of Investor Shares (the "Investors").





The
      Fund
      has two managing shareholders: Ridgewood Renewable Power LLC (“Ridgewood Power")
      and Ridgewood Power VI LLC ("Power VI"). Power VI has assigned and delegated
      all
      of its rights and responsibilities to Ridgewood Power and is essentially an
      entity that conducts only nominal activities. Ridgewood Power and Power VI
      are
      collectively referred to as the “Managing Shareholder”. Both Ridgewood Power and
      Power VI are controlled by Robert E. Swanson, who is the manager, chairman,
      and,
      together with his family trusts, owns all of the membership interests of each
      entity. The officers of Power VI are the same as those of Ridgewood Power.
      Ridgewood Power takes all actions necessary to manage the Fund, without any
      participation by Power VI.





In
      general, the Amended Declaration of Trust (“Declaration”) provides the Managing
      Shareholder with complete control of the day-to-day operation of the Fund.
      The
      Managing Shareholder has appointed a slate of officers to enable the Fund to
      carry out its affairs in a manner similar to a conventional corporation. The
      Fund does not have a board of directors nor an audit committee or nominating
      committee as contemplated by the Sarbanes-Oxley Act of 2002. Instead, the
      Managing Shareholder effectively performs the functions that the board of
      directors or the audit or nominating committee would otherwise perform.





Christiana
      Bank & Trust Company (“Christiana"), 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.





Ridgewood
      Power also serves directly as the Managing Shareholder of the following Delaware
      business trusts (the “Other Power Trusts”):





·
            Ridgewood
                Electric Power Trust I (“Power I”);


·
            Ridgewood
                Electric Power Trust II (“Power
                II”);


·
            Ridgewood
                Electric Power Trust III (“Power
                III”);


·
            Ridgewood
                Electric Power Trust IV (“Power
                IV”);


·
            Ridgewood
                Electric Power Trust V (“Power V”);


·
            Ridgewood/Egypt
                Fund (“Egypt Fund”); and


·
            Ridgewood
                Power B Fund/Providence Expansion (“B
                Fund”).





In
      addition, Ridgewood Power also serves directly as the manager of the following
      Delaware limited liability companies (“Ridgewood LLCs”):





·
            Ridgewood
                Renewable PowerBank LLC; (“PowerBank
                I”);


·
            Ridgewood
                Renewable PowerBank II LLC; (“PowerBank
                II”);


·
            Ridgewood
                Renewable PowerBank III LLC; (“PowerBank III”);
                and


·
            Ridgewood
                Renewable PowerBank IV LLC (“PowerBank
                IV”).





Financial
      Information about Industry Segments.





The
      Fund
      has been organized to operate in two industry segments: independent water
      desalinization and power generation and related facilities. See Item 8.
      Financial Statements and Supplementary Data for financial information about
      industry segments.





Narrative
      Description of Business.





(1)
      General Description.





The
      Fund
      was formed to participate principally in the development, construction and
      operation of Projects that generate electricity for sale to utilities and other
      users. The Fund was also authorized to invest in capital projects that, at
      the
      time of such investment were expected to earn cash flows similar to those of
      Independent Power Projects.





(2)
      The
      Fund's Investments.





(i)
      United Kingdom Landfill Projects





The
      Fund
      and Power V own 30% and 70% of Ridgewood UK, LLC (“Ridgewood UK”), respectively,
      which in turn owns a majority interest of CLPE Holdings, LTD (“CLPE”). As of
      December 31, 2003, CLPE owned twenty one landfill methane gas-fired electric
      generating projects in the United Kingdom with an installed capacity of 32.3
      megawatts (“MW”). 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 a PowerBank Program lease (described below)
      and
      sell this output under one year, market-based contracts. As of December 31,
      2005, CLPE owned thirty one landfill methane gas-fired electric generating
      projects in the United Kingdom with an installed capacity of 48.7 MW.





CLPE’s
      NFPA Projects have been financed, in part, by bank financing provided by the
      Bank of Scotland. NFPA began in 1990 as a program supported by a small
      broad-based tax on electricity consumption that required companies supplying
      end-use customers to use the power supplied under NFPA contracts, including
      power produced at generating facilities using wind, water and waste materials,
      including landfill gas. The NFPA Projects enjoy a guaranteed price and market
      under the NFPA contracts for their output.





In
        addition to its developed and operational projects, CLPE had, in 2002, a
        portfolio of undeveloped landfill methane power projects that would qualify
        under the United Kingdom’s Renewable Obligation (“RO”) incentive program (the
“RO Program”). The RO Program was adopted and implemented as a successor to
        Non-Fossil Fuel Obligation (“NFFO”) which had become outmoded by changes in the
        regulatory structure of the U.K.’s electricity supply industry. Existing NFPA
        contracts remain in full force and effect. Similar to Renewable Portfolio
        Standards (“RPS”) legislation in the United States, the RO Program requires
        electricity suppliers serving electricity users in the U.K. to obtain Renewable
        Obligation Certificates (each a “ROC”) to demonstrate that a portion of their
        electricity supply portfolio was generated by registered qualified producers.
        Electricity suppliers are required to supply an increasing portion of their
        delivered electricity from qualified renewable sources or face penalties.
        While
        this portfolio of undeveloped sites was potentially very profitable as a
        result
        of the RO Program, CLPE, despite significant efforts, was unable to obtain
        traditional debt financing necessary to develop these projects.


As
      a
      result, the Managing Shareholder organized the Ridgewood LLCs to fund the
“PowerBank Program” by raising the funds needed to finance the development of
      CLPE’s portfolio of undeveloped sites and such new development opportunities as
      CLPE could obtain (the “RO Projects”). Since December 2002, four PowerBank
      Programs have been issued. Pursuant to certain Development Services Agreements
      (the “Development Agreements”) and Operations, Repair and Maintenance Agreements
      (“OR&M Agreements”) between Ridgewood UK and each of the PowerBank Programs,
      the PowerBank Programs purchase the facility site needed to develop and operate
      the subject RO Projects and then, in return for a fixed and variable lease
      payment, said sites will be leased back to the Ridgewood UK subject to a 10
      year
      minimum lease pursuant to sale-lease back agreements. Pursuant to the terms
      of
      the applicable Development Agreement, the PowerBank Programs retain CLPE to
      develop each RO Project on a fixed price per MW, on a turnkey basis. The
      Development Agreements, however, do not generally contain completion or timing
      obligations for the development of the subject RO Projects. Accordingly, while
      CLPE bears the risk that the cost of developing such RO Projects may exceed
      the
      agreed upon price, the subject PowerBank Programs run the risk that the
      development of such RO Projects is substantially delayed or is not completed.
      In
      addition, CLPE operates and maintains each of these RO Projects. In return
      for
      its services, CLPE has the opportunity to obtain a share in the development
      profit if the construction and development of the RO Project is less than the
      fixed price, and it also receives continuing payments under the OR&M
      Agreements. In addition, after certain required payments, including the fixed
      and variable lease payments to PowerBank Programs and royalty payments to the
      landfill operator, CLPE receives a certain portion of the energy and ROC revenue
      generated by the RO Project. This amount is variable and depends on the price
      of
      energy and ROCs in the U.K. In addition to these revenues, incremental profits
      from these RO Projects, once developed, resulting from a combined power plus
      ROC
      price greater than 7.0 pence per kilowatt hour (“kWh”) is divided between the
      applicable PowerBank Programs and Ridgewood UK’s investors (i.e., the Fund and
      Power V), with two-thirds of the incremental profit going to the PowerBank
      Programs and one-third of the incremental profit going to Ridgewood UK as
      compensation for its participation in and facilitation of the PowerBank
      Programs. This payment, should it be made, is specifically allocated to
      Ridgewood UK, not to CLPE. Ridgewood UK will receive its distribution in the
      form of a cash allocation. Sixteen of the RO Projects developed by CLPE pursuant
      to the PowerBank Programs were developed and operating as of December 31,
      2005.





(ii)  Egyptian
      Projects





In
      1999,
      the Fund and Power V jointly organized Ridgewood Near East Holdings, LLC, a
      New
      Jersey limited liability company (“Ridgewood Near East”) as a holding company
      for their Egyptian investments. In 2001, the Egypt Fund became a member of
      Ridgewood Near East. The Fund, Power V, and Egypt Fund (“member Funds”), as of
      December 31, 2005, have contributed approximately $39.1 million in aggregate
      to
      Ridgewood Near East. Each fund which is a member of Ridgewood Near East owns
      equity in proportion to the capital the fund has contributed, net of
      distributions and allocated profits and losses. Ridgewood Near East, in turn,
      owns all of Ridgewood Egypt For Infrastructure Projects LLC (“REFI”), which is
      the entity through which the Egyptian investments are made. REFI has developed
      projects to supply electricity and potable water to the tourist industry on
      the
      Red Sea in Egypt (the “Egyptian Projects”). As of December 31, 2005, REFI had 1
      electric generation plant, 8 water desalinization plants (“water plants”) and 8
      combination electric generation/water plants.





REFI’s
      larger water plants have underground pipelines that allow the plants to sell
      their water to a number of customers. Many of REFI’s water plants also have the
      capability to sell their water to trucks for delivery to other customers. Only
      two of REFI’s water plants are limited to selling water to a single
      customer.




REFI’s
      projects generally sell their electricity and drinking water output at
      prevailing market rates. There is no formal regulatory authority that reviews
      those prices or which has authority to set them. REFI’s operating expenses,
      which are charged against the Egyptian Projects’ cash flow, include development
      and administrative, operation and maintenance activities for all of its Egyptian
      Projects. To the extent possible, REFI’s electricity sales provide for a
      pass-through cost as the price of diesel fuel changes.





On
      December 30, 2001, the Fund, through REFI, purchased a 28% equity interest
      in
      Sinai Environmental Services S.A.E. (“Sinai”). As a result of further
      investments, Ridgewood Near East increased the equity interest in Sinai to
      53%
      in 2002 and obtained control of all aspects of its operations. Ridgewood Near
      East is currently entitled to an additional equity interest in Sinai, in return
      for providing Sinai with certain machinery and equipment. At the time of the
      initial acquisition of the Sinai, it had an outstanding loan from H.S.B.C.
      Bank,
      S.A.E. (formerly Egyptian British Bank) (“HSBC”). In December 2003, a dispute
      arose between Sinai and HSBC in connection with the outstanding loan. In the
      second quarter of 2005, HSBC and Sinai settled their dispute by agreeing on
      the
      extension and revised payment schedule. Sinai has remained in full compliance
      with the terms of the loan as modified by the parties’ settlement.




(iii)
      ZAP




The
      Fund
      invested $2,050,000 in Ridgewood ZAP, LLC (“Ridgewood ZAP”) in March 1999 as a
      wholly owned holding company for its investments in ZAP (formerly ZAPWorld.COM,
      Inc. and ZAP Power Systems, Inc.).  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.ZAP
      designs, assembles, manufactures and distributes electric vehicles, including
      automobiles, bicycle power kits, electric bicycles and tricycles, electric
      scooters, and other electric transportation vehicles. ZAP's common stock is
      quoted on the OTC Bulletin Board under the symbol "ZP”. In the early part of
      2001, the Fund agreed to sell to ZAP, and certain of its shareholders, the
      Fund’s interest in ZAP in return for a $1,500,000 interest bearing promissory
      note (the “Ridgewood ZAP Note”).




On
      March
      1, 2002, ZAP filed a voluntary petition for reorganization under Chapter 11
      of
      the U. S. Bankruptcy Code with the US Bankruptcy Court in Santa Rosa,
      California. On or about July 1, 2003, the Second Amended Plan for Reorganization
      became effective and the Ridgewood ZAP Note was converted into 994,500 shares
      of
      common stock in ZAP, as reorganized (the “Reorganized ZAP Shares”). When
      Reorganized ZAP Shares were issued to Ridgewood ZAP, as well as all other
      unsecured creditors who opted for an equity interest in the reorganized ZAP
      (as
      opposed to taking less than $.10 on the dollar for amounts owed by ZAP at the
      time of the bankruptcy filing), the Reorganized ZAP Shares were subject to
      a
      restriction on sales or transfers which was scheduled to be incrementally
      removed beginning the third quarter of 2003, on approximately 12% of the
      Reorganized ZAP Shares per quarter. As part of the reorganization, Ridgewood
      ZAP
      also received a warrant granting it the right to purchase approximately 995,000
      ZAP shares at a price of $1.07 per share.




Upon
      the
      lifting of the transfer restrictions on the first set of the Reorganized ZAP
      Shares in September 2003, Ridgewood ZAP sold approximately 118,000 of those
      shares to a private individual for $1.00 per share, which represented a 10%
      discount off the then current public market price of ZAP shares. Thereafter,
      during the second and third quarters of 2004, Ridgewood ZAP distributed
      approximately 772,500 shares of the Reorganized ZAP Shares with a market value
      (as defined) of approximately $2,080,000 to the Fund’s investors. The transfer
      restrictions on approximately 104,000 Reorganized ZAP Shares were removed during
      2005. As of the date of this report, Ridgewood ZAP intends to sell these shares.




In
      May
      2004, Ridgewood ZAP exercised its rights under the warrant to purchase 995,000
      shares at $1.07 per share. As an incentive to exercise the warrant it received
      in the reorganization, Ridgewood ZAP received a second warrant. Ridgewood ZAP
      exercised the second warrant in December 2004, with the purchase of 538,462
      shares at a $3.25 per share. Ridgewood ZAP has been engaged in a program of
      sales of shares it purchased from the exercise of the warrants. It is expected
      that the sale of the remaining Reorganized ZAP Shares will be completed in
      the
      first quarter of 2006.




In
      1999,
      Mr. Swanson purchased a franchise to distribute ZAP's products in the eastern
      portion of Long Island, New York. See Item 13. Certain Relationships and Related
      Transactions for additional information.




(iv)  Ridgewood
      US Hydro Corporation




On
      November 22, 2002, the Fund and Power V acquired Ridgewood US Hydro Corporation
      (formerly Synergics, Inc.), which at the time owned a portfolio of seven
      existing hydroelectric generating plants located in California, Virginia, Rhode
      Island and New York (the “US Hydro Projects”). Except for one project (the
      Blackstone Project), as of December 31, 2005, all of the US Hydro Projects
      sold
      their electric output to local utilities pursuant to power contracts. The
      Blackstone project, in Rhode Island, is currently selling its output to the
      New
      England Independent System Operator (the “NE-ISO”). The US Hydro Projects are
      managed by Ridgewood Power Management (“RPM”) with each US Hydro Project having
      a local RPM employee assigned to manage its day-to-day operations.




At
      the
      time of the acquisition of Ridgewood US Hydro by the Fund and Power V, a note
      receivable from US Hydro Project at New Lahontan (“New Lahontan”) was subject to
      Bank of America debt. New Lahontan was owned and operated by the Truckee-Carson
      Irrigation District (“TCID”), which also owned the adjacent Old Lahontan
      Hydroelectric Power Plant (“Old Lahontan”). The Fund and Power V owned
      essentially a contractual right to payments from TCID based on New Lahontan’s
      KWh production. Initially the Managing Shareholder believed that New Lahontan
      would be able to operate at high capacity factors and deliver power pursuant
      to
      a high-priced standard offer contract. After experiencing several months of
      operations at New Lahontan, it became clear that Old Lahontan’s operation at
      full capacity prevented New Lahontan from operating at high capacity. In
      addition, New Lahontan and Old Lahontan only operate if water is released from
      the Lahontan Reservoir. Such releases, however, require the water to be diverted
      from the Truckee River, which adversely affects Pyramid Lake and the interests
      of those who own and use the lake. Lawsuits have been filed and litigated
      between TCID and the Pyramid Lake Indian Tribes over diversions from the Truckee
      River. As a result, in order to protect the divergent interests associated
      with,
      and reduce or minimize the water used from the Truckee River, TCID releases
      water pursuant to certain operating criteria and procedures adopted and enforced
      by the US Department of Interior, Bureau of Reclamation (the “Bureau”); the
      Bureau has been reducing the amount of water that can be released by TCID.
      Based
      on the number of parties and complicated nature of the relationships between
      those parties, the Managing Shareholder ultimately decided to negotiate a sale
      of its note receivable in New Lahontan to TCID. On March 31, 2004, US Hydro
      Projects sold its interest in New Lahontan to TCID for $4,000,000, which was
      used to partially pay down the outstanding $5,650,000 balance of the Bank of
      America debt.




In
      the
      fourth quarter of 2004, the US Hydro Projects’, Blackstone and New England Power
      (“NEP”) mutually agreed to terminate their 1989 power purchase agreement. As per
      the terms of the Termination and Release Agreement, Blackstone now has the
      right
      to sell its production of electricity to any party it chooses (as of December
      31, 2005, the NE-ISO). In addition, beginning January 2005, NEP is obligated
      to
      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.




(v)  Investments
      No Longer Owned/Operating/Written-Off: Mediterranean Fiber Optic
      Project




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




(3)
      Project Management and Operation.




(i)
      The
      United Kingdom Projects




The
      electricity markets in the United Kingdom were fully deregulated several years
      before deregulation began in the US. Accordingly, the Fund has invested in
      a
      niche area, landfill gas power plants which enjoy a guaranteed price and market
      for the output of those projects owned in the UK by the Fund (i.e.,
      non-PowerBank Projects), and are not subject to price fluctuations for their
      fuel. The major business risks and considerations are to keep operating costs
      to
      a minimum through good design, preventative maintenance and attention to fuel
      quality/availability, governmental policy changes and exchange rate fluctuations
      affecting the pound-denominated revenues from these Projects.




(ii)
      The
      Egyptian Projects




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




The
      Egyptian Projects use diesel engines powered by light fuel oil, which is
      delivered by tanker truck. Supply interruptions, oil spills or fires are
      possible. Although the Egyptian Projects are exposed to world oil price
      variations, this risk is mitigated to certain extent as the Egyptian Projects
      adjust their prices to substantially transfer the risk tied to fuel oil prices
      to their customers. This risk is also somewhat mitigated by the Egyptian
      government which controls the price of fuel and tries to limit price
      movements.




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




(iii)  The
      US
      Hydro Projects




The
      US
      Hydro Projects are qualifying facilities (“QFs”) as defined in the Public
      Utilities Regulatory Policies Act of 1978, as amended (“PURPA”) and operate
      under power contracts with their local distribution utilities. Under the power
      contracts, the local utilities are obligated to purchase the contractual output
      of these Projects at formula prices. No separate payments are made for capacity
      and all payments under the power contracts are made for energy supplied. The
      US
      Hydro Projects are licensed or operated as "run-of-river" facilities, which
      means that the amount of water passing through the turbines is directly
      dependent upon the fluctuating flow of the river or stream. (Output of the
      US
      Hydro Projects is dependent upon rainfall and snowfall in the areas above the
      dams.) The US Hydro Projects have no meaningful ability to store water during
      high flows for use at low flow periods, and therefore, produce electric energy
      and sell it as generated at the fixed rates provided in the power contracts.
      The
      US Hydro Projects are not subject to fuel price changes. Output is generally
      lowest in the summer and highest in the spring and fall. RPM has assigned 3
      full
      time employees to the US Hydro Projects.




(iv)  Renewable
        Power Generated by the US Hydro Projects and UK Projects




The
      US
      Hydro Projects and the UK Projects owned by the Fund are “renewable power”
projects. "Renewable power" (often called "green power") is a catchphrase that
      includes projects (such as solar, wind, small hydroelectric, biomass, geothermal
      and landfill-gas) that do not use fossil fuels or nuclear fuels. Renewable
      power
      plants typically have high capital costs and often have total costs that are
      well above current total costs for new gas-turbine production.




Because
        of the desire of governmental bodies to encourage use of renewable power
        as an
        alternative to fossil/nuclear plants, a number of incentive regimes have
        been
        established to make renewable power more competitive. As a result of RPS
        programs in the US, and the NFFO and RO Program in the UK, the Fund’s Projects
        have generally been selling their electric output and the renewable or “green”
credits associated with such electric power, in most cases, at a premium
        over
        current wholesale electric rates.


(v)  General
      Considerations




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




In
      order
      to operate, most Projects require a variety of permits, including zoning and
      environmental permits. Inability to obtain such permits will likely mean that
      a
      new Project will not be able to commence operations, and even if obtained,
      such
      permits must usually be kept in force in order for the Project to continue
      its
      operations once commenced.




Compliance
      with environmental laws is also a material factor in the independent power
      industry. The Fund believes that capital expenditures for, and other costs
      of,
      complying with environmental protection have not materially disadvantaged its
      activities relative to other competitors and will not do so in the future.
      Although the capital costs and other expenses of environmental protection may
      constitute a significant portion of the costs of a Project, the Fund believes
      that those costs imposed by current laws and regulations have been and will
      continue to be largely incorporated into the prices of its investments and
      it
      has accordingly adjusted its investment program so as to minimize material
      adverse effects. If future environmental standards require that a Project spend
      increased amounts for compliance, any such increased expenditure could have
      an
      adverse effect on the Fund to the extent it is a holder of such Project's equity
      securities.




Customers
      that accounted for more than 10% of the consolidated revenue to the Fund in
      each
      of the last three fiscal years are:




Calendar
                  Year2003
              2002
              2001US
                  Hydro CustomersDominion
              16.9%
              --
              --Pacific
                  Corp
              27.9%
              --
              --Ridgewood
                  Near East CustomersMeridien
                  Makadi Bay
              --
              20.6%
              28.9%Pyramisa
                  Sharm
              --
              10.1%
              17.4%




(4)  Competition




The
      independent power industry is considered to be mature and there are a large
      number of participants in the independent power industry. Several large
      corporations specialize in developing, building and operating independent power
      plants. Equipment manufacturers, including many of the largest corporations
      in
      the world, provide equipment and planning services and provide capital through
      finance affiliates. Many regulated utilities have organized subsidiaries or
      affiliates to participate in unregulated activities such as planning,
      development, construction and operating services or owning exempt wholesale
      generators or up to 50% of independent power plants. In addition, there are
      many
      smaller competitive firms whose businesses are conducted primarily on a regional
      or local basis. Many of these companies focus on limited segments of the
      cogeneration and independent power industry and do not provide a wide range
      of
      products and services. There is significant competition among non-utility
      producers, subsidiaries of utilities and utilities themselves in developing
      and
      operating energy-producing projects and in marketing the power produced by
      such
      projects. Since energy is an undifferentiated commodity, competition is based
      almost exclusively on price and ability to deliver. Given that the Projects
      may
      have higher cost structures that large nuclear or fossil-fueled facilities,
      they
      would need to compete on an alternative basis, such as their favorable
      environmental profile.




The
      Fund
      is unable to accurately estimate the number of competitors but believes that
      there are many competitors at all levels and in all sectors of the industry.
      Many of those competitors, especially affiliates of utilities and equipment
      manufacturers, are far better capitalized than the Fund.




The
      Projects owned by the Fund’s 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 and are not subject to
      competition. Currently, the Egyptian Projects are located in remote coastal
      areas that are not linked to the national electric power network and thus are
      not subject to substantial competition for providing electricity. The water
      plants do not face substantial competition except from trucked-in water. This
      also means that there is no substantial backup for the Egyptian Projects if
      they
      cannot operate for any reason. It is possible that in future years the national
      network may extend to some or all of the Egyptian Projects, in which case there
      might be competition.




(5)
      Regulatory Matters.




United
      States Regulation.




Projects
      are subject to energy and environmental laws and regulations at the federal,
      state and local levels in connection with development, ownership, operation,
      geographical location, zoning and land use of a Project and emissions and other
      substances produced by a Project. These energy and environmental laws and
      regulations generally require that a variety of permits and other approvals
      be
      obtained before the commencement of construction or operation of an
      energy-producing facility and that the facility then operate in compliance
      with
      such permits and approvals.




(i)  Energy
      Regulation.




(A)  PURPA.
      The enactment of Public Utilities Regulatory Policies Act of 1978, as amended
      (“PURPA”) and the adoption of regulations there under by Federal Energy
      Regulatory Commission (“FERC”) provided incentives for the development of
      cogeneration facilities and small power production facilities meeting certain
      criteria. QFs under PURPA are generally exempt from the provisions of the
      Federal Power Act, as amended (the "FPA"), and, except under certain limited
      circumstances, from state laws regarding rate or financial regulation. In order
      to be a QF, a cogeneration facility must (a) produce not only electricity but
      also a certain quantity of heat energy (such as steam) which is used for a
      purpose other than power generation, (b) meet certain energy efficiency
      standards when natural gas or oil is used as a fuel source and (c) not be
      controlled or owned more than 50% by an electric utility or electric utility
      holding company. Other types of Independent Power Projects, known as "small
      power production facilities," can be QFs if they meet certain regulations such
      as capacity, primary energy source, and utility ownership.




The
      exemptions from extensive federal and state regulation afforded by PURPA to
      QFs
      are important to the Fund and its competitors. The Fund believes that each
      of
      its US Hydro Projects is a QF. If a Project loses its QF status, the utility
      can
      reclaim payments it made for the Project's non-qualifying output to the extent
      those payments are in excess of current avoided costs or the Project's power
      contract can be terminated by the electric utility.




(B)  The
      1992
      Energy Act. The Comprehensive Energy Policy Act of 1992 (the "1992 Energy Act")
      empowered FERC to require electric utilities to make available their
      transmission facilities to, and wheel power for, Independent Power Projects
      under certain conditions. The 1992 Energy Act is not expected to materially
      and
      adversely affect the Fund’s business plan, though it may result in increased
      competition in the sale of electricity.




(C)  Energy
      Policy Act of 2005. The enactment of the Energy Policy Act of 2005 on August
      8,
      2005, has essentially repealed substantial portions of PURPA and the Public
      Utility Holding Company Act (“PUHCA”). Notwithstanding its impact on PURPA and
      PUHCA, the Energy Policy Act of 2005 is not expected to materially and adversely
      affect the Funds business plan.




(D)  The
      FPA.
      The FPA grants FERC exclusive rate-making jurisdiction over wholesale sales
      of
      electricity in interstate commerce. The FPA provides FERC with ongoing as well
      as initial jurisdiction, enabling FERC to revoke or modify previously approved
      rates. Such rates may be based on a cost-of-service approach or determined
      through competitive bidding or negotiation. While QFs under PURPA are exempt
      from the rate-making and certain other provisions of FPA, non-QFs are subject
      to
      FPA and FERC rate-making jurisdiction.




(E)  State
      Regulation. State regulation is pervasive in the area of power plant permitting
      and licensing. In addition, states may assert jurisdiction over the citing
      and
      construction of Independent Power Projects.




(ii)  Environmental
      Regulation.




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




The
      Fund's Projects must comply with many federal and state laws and regulations
      governing wastewater and storm water discharges from the Projects. These are
      generally enforced by states under permits for point sources of discharges
      and
      by storm water permits. Under the Clean Water Act, such permits must be renewed
      every five years and permit limits can be reduced at that time or under
      re-opener clauses at any time. The Projects have not had material difficulty
      in
      complying with their permits or obtaining renewals.




The
      Managing Shareholder believes that environmental and land use regulations may
      become more stringent in the future. The Fund and the Managing Shareholder
      have
      developed expertise and experience in obtaining necessary licenses, permits
      and
      approvals, but still expect to rely upon qualified environmental consultants
      and
      counsel to assist in evaluating the status of Projects regarding such
      matters.




(iii)
      Potential Legislation and Regulation.




All
      federal, state and local laws and regulations, including but not limited to
      PURPA, the 1992 Energy Act, the FPA and the Energy Policy Act of 2005 are
      subject to amendment or repeal. Future legislation and regulation is uncertain,
      and could have material effects on the Fund.




Financial
      Information about Foreign and Domestic Operations and Export Sales.




For
      2001,
      all revenues were recorded from customers of the Egypt Projects. In 2003 and
      2002, revenues were recorded from customers of the Ridgewood US Hydro Projects
      and 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 year ended December
      31,
      2003, 2002 and 2001 revenue and property, plant and equipment from sources
      inside and outside the United States were 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




Employees.




The
      Fund
      has no employees. The executive officers of the Fund described in Item 10.
      Directors and Executive Officers of the Registrant, are not employees of the
      Fund but as officers of the Managing Shareholder have the duties and powers
      applicable to similar officers of a Delaware corporation in carrying out the
      Fund’s business.




**Item
      2. Properties.**




Pursuant
      to the Management Agreement between the Fund and the Managing Shareholder
      (described in Item 10(c) of this report), Ridgewood Power provides the Fund
      with
      office space at the Managing Shareholder's principal offices at The Ridgewood
      Commons, 947 Linwood Avenue, Ridgewood, New Jersey 07450. The Fund also has
      office space at 1314 King Street, Wilmington, Delaware 19801.




The
      following table shows the material properties (relating to Projects) owned
      or
      leased by the Fund's subsidiaries as of December 31, 2005.




Projects
              Location
              Ownership
                  Interests in Land
              Ground
                  Lease Expiration
              Approximate
                  Acreage of Land
              Project
                  DescriptionEgyptian
              17
                  sites in Egypt*
              Leased
                  by REFI**
              n/a
              Less
                  than 10, collectively
              Electric
                  generation and/or water desalinationUS
                  Hydro
              7
                  sites in the US***
              Sites
                  owned or leased on case by case basis.****
              n/a
              Less
                  than 15,
                collectively
              Hydro-facilities


*
      All
      Egyptian sites are located on or near the Red Sea.


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


***
      Six
      US Hydro sites are located on the Eastern Seaboard and one in
      California


****Joint
      venture equally owned by Fund and Power V.





No.
                of Projects
            Locations
            Engine
                Generator
              Sets
                (MW Capacity)United
                Kingdom Projects▲
            31
            22
                in England and Scotland
            50
                (48.7MW)





▲
      Including Projects owned by the UK operations of the Fund and those operated
      under the terms of the PowerBank arrangements.





**Item
      3. Legal Proceedings.**





None.





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





None.







**PART
      II**





**Item
      5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities.**





Market
      Information





The
      Fund
      sold 658.1067 Investor Shares of beneficial interest in the Fund in its private
      placement offering, which concluded in April 2000. As of the date of this Annual
      Report on Form 10-K, there has been no established public trading market for
      the
      Investor Shares. As of the date of this Annual Report on Form 10-K, all such
      Investor Shares have been issued and are outstanding. There are no outstanding
      options or warrants to purchase, or securities convertible into, Investor
      Shares.





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





Holders





As
      of
      February 28, 2006, there were 1,330 record holders of Investor
      Shares.





Dividends





The
      Fund
      made distributions as follows for the years ended December 31, 2003 and
      2002:





Year
                ended December 31,2003
            
            2002Total
                distributions to Investors
            $
                1,316,418
            
            $                --Distributions
                per Investor Share
            2,000
            
            --Distributions
                to Managing Shareholder
            13,297
            
            --





The
      Fund’s decision whether to make future distributions to Investors and their
      timing will depend on, among other things, the net cash flow of the Fund and
      retention of reasonable reserves as determined by the Fund to cover its
      anticipated expenses. See Item 7. “Management’s Discussion and Analysis of
      Financial Condition and Results of Operation”.





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




**Item
      6. Selected Financial Data.**





The
      following data is taken from the financial statements presented elsewhere in
      this Annual Report on Form 10-K. .See Item 8. Financial Statements and
      Supplementary Data.





As
                of and for the Years Ended December 31,2003
            
            2002
            
            2001
            
            2000
            
            1999Revenue
                (I)
            
            $
            10,244,684
            
            $
            5,830,356
            
            $
            4,237,676
            
            $
            2,180,231
            
            $
            --Net
                loss (II)
            
            
            (3,790,043
            )
            
            (3,331,373
            )
            
            (3,037,411
            )
            
            (1,909,206
            )
            
            (980,540
            )Net
                assets(shareholders'equity)
                (III)
            
            
            27,713,091
            
            
            36,315,970
            
            
            39,313,776
            
            
            46,091,190
            
            
            45,657,426Investments
                inProperty,plant
                andequipment
              net
                of depreciation
                (I) and (IV)
            
            
            22,601,401
            
            
            32,991,661
            
            
            25,961,010
            
            
            21,321,104
            
            
            --Total
                assets (I)
            
            
            57,871,936
            
            
            67,117,202
            
            
            48,835,302
            
            
            53,174,689
            
            
            45,881,708Long
                term debt (lesscurrent
                portion) (V)
            
            
            4,722,403
            
            
            8,002,169
            
            
            --
            
            
            --
            
            
            --




(I)
            Increase
                in revenue in 2003, investment in property, plant and equipment and
                total
                assets in 2002 due to acquisition of US Hydro in November 2002, as
                discussed in Note 3to
                the Fund’s Notes to Consolidated Financial Statements.





(II)
            Increase
                in net loss in 2001 due to write-off of investment in ZAP securities,
                as
                discussed in Note 3to
                the Fund’s Notes to Consolidated Financial Statements.





(III)
            Decrease
                in shareholders’ equity in 2003 due to unrealized loss on foreign currency
                related to Egypt investment.





(IV)
            Decrease
                in investment in property, plant and equipment in 2003 due to write-down
                of Power Sales Contracts, as discussed in Note 2to
                the Fund’s Notes to Consolidated Financial Statements.





(V)
            Increase
                in long-term debt in 2002 due to introduction of term loan for Ridgewood
                Near East and US Hydro. Decrease in 2003 is primarily due to decrease
                in
                Egypt pound currency denominated obligation.





**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 $551,000 ,
      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
              $       
                  94,209
              $      
                   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
              6,591
              0,422
              44,655
              9,331
              4,497
              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
              $    ,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 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 $550,560.




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
 
 
 
 
 
 
 
  
 
 
 The
        Ridgewood Power Growth Fund
 
 Consolidated
        Financial Statements
 
 December
        31, 2003, 2002 and 2001
 
 
  
  
 
 
 
 
 
 
 
 Report
        of Independent Registered Public Accounting
        Firm
 
 
   
 
 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 accompanying consolidated statements of operations, comprehensive
          loss, changes in shareholders’ equity and cash flows for the year ended December
          31, 2002 present fairly, in all material respects, the results of operations
          and
          cash flows of Ridgewood Power Growth Fund and its subsidiaries (the ‘Fund”), for
          the year 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.
 
 
 
 
 
 
 
 New
        York, New York
 January
        31, 2006
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Report
        of Independent Accountants
 
 
 
  
 
 
 
 
 
 
     
  **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: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
        **The
                        Ridgewood Power Growth Fund****Consolidated
                        Statements of
                        Operation**
 
 **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
                    )
       
 
 
  
 **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
                )
    
 
   
  The
                    Ridgewood Power Growth FundConsolidated
                    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
                )
   
  
 **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
                      
                      
                      -
                      
                      
                      -
 
 
 
 
  1. Organization
        and Purpose
 
  
  
  
 2. Summary
        of Significant Accounting Policies
 
 Principles
        of consolidation
  
  
 Use
        of estimates
  
 New
        Accounting Standards and Disclosures
 
  Accounting for Asset Retirement Obligations
 
  Rescission
        of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement
        No. 13, and Technical Corrections
 
  Accounting
        for Costs Associated with Exit or Disposal Activities
 
  Guarantor's Accounting and Disclosure Requirements for Guarantees,
        Including Indirect Guarantees and Indebtedness of Others
 
  Consolidation of Variable Interest Entities
 
  Amendment of
        Statement 133 on Derivative Instruments and Hedging Activities Accounting for Derivative Instruments and
        Hedging Activities
 
  Accounting for
        Certain Financial Instruments with Characteristics of both Liabilities and
        Equity
 
  Exchanges of
        Nonmonetary Assets—an amendment of APB Opinion No. 29 Accounting for Nonmonetary Transactions
 
 Significant
        Accounting Policies
 
 Cash
        and cash equivalents
  
 Accounts
        receivables
  
 Revenue
        recognition
  
 Foreign
        currency translation
  
  
 Impairment
        of Goodwill and Long-Lived
        Assets
 Goodwill
        and Other Intangible Assets, Accounting for the
        Impairment or disposal of Long-Lived Assets
 
  
   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
                    $                
                        ---
  
 Year
                    EndedDecember
                    31,
                Amortization2004
                $ 
1,503,6582005
                1,351,4862006
                1,049,1582007
                919,5892008
                870,665
 
 Plant
        and equipment
  
   Income
        taxes
  
 
 
  
 Supplemental
        cash flow information
  
  
 Significant
        Customers
  
 Reclassification
  
 **3.**
              **Projects**
  **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
  
  
  
    
  
 US
        Hydro Projects
  
  
  
  
  
      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
 
  
  
  
  
  
  
  
 
  
 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
  
  
  
  
  
 
 **4.**
              **Long-Term
                  Debt**
 
  
 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
 
  
  
  
  
  
   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
 
    2004
                  $   
670,0002005
                  685,0002006
                  695,0002007
                  700,0002008
                  710,000Thereafter
                  6,216,477Total
                      Minimum Lease Payments
                  $ 
9,676,477
 
  
   6.
        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
 
 
 
 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
  
 **7.**
              **Consulting
                  Agreements**
 
  
    
  Year
                    EndedDecember
                    31,
                Payment2004
                $
                    36,5912005
                40,4222006
                44,6552007
                49,3312008
                54,497Thereafter
                325,064Total
                $
                    550,560
  8.
        Commitments
 
  
  
 9.
        Fair Value of Financial Instruments
 
   **10.**
              **Transactions
                  with Managing Shareholder and
                  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**
 
  
   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%
 
  
  
  
  
 12.
        Financial Information by Business Segment
 
  
 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
  
  
   
 
 **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
 
  **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
   
 **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
 
  
  
  
  
  
   Financial
        Statements for United Kingdom Landfill Gas Projects
 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.





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




The
      Fund
      dismissed PricewaterhouseCoopers LLP as its independent accountants on January
      14, 2004 and appointed Perelson Weiner LLP as successor, as reported in the
      Fund’s Current Report on Form 8-K dated January 14, 2004, incorporated herein by
      reference. There were no disagreements with PricewaterhouseCoopers LLP for
      the years ended December 31, 2002 and 2001 or for the interim period through
      January 14, 2004, whether or not resolved, on any matter of accounting
      principles or practices, financial statement disclosure, or auditing scope
      or
      procedure, which disagreements if not resolved to the satisfaction of
      PricewaterhouseCoopers LLP would have caused them to make reference thereto
      in
      their report on the financial statements for such years.





**Item
        9A. Controls and Procedures.**
  In
        accordance with Rule 13a-15 (b) under the Securities Exchange Act of 1934,
        as
        amended (the “Exchange Act”), our management with the participation of our chief
        executive officer and chief financial officer, evaluated the effectiveness
        of
        our disclosure controls and procedures as at December 31, 2003. The system
        of
        disclosure controls and procedures was designed to ensure that information
        required to be disclosed by us in this report and other reports we file under
        the Exchange Act are recorded, processed, summarized and reported within
        the
        time periods specified in the applicable rules and forms. This includes
        disclosure controls and procedures designed to ensure that information required
        to be disclosed by us is accumulated and communicated to our senior management
        so as to allow timely decisions regarding required disclosure. Our evaluation
        disclosed material deficiencies in our disclosure controls and procedures.
        The
        material deficiencies identified as at December 31, 2003 are as follows:
 
 (a)
              Accounting
                  Systems and Financial Reporting Software. We have concluded that
                  the lack
                  of automation and integration in our accounting systems and financial
                  reporting software utilized during 2003 did not permit us to timely
                  comply
                  with our financial reporting responsibilities for 2003. In 2003
                  we had
                  begun to address this deficiency by arranging for the replacement
                  of our
                  then existing accounting systems and financial reporting software.
                  However, the process of migrating from the then existing systems
                  and
                  software to the new systems and software was not completed during
                  2003,
                  and we did not have the full benefit of the automation and integration
                  features of the new system and software for that year. We believe
                  that the
                  new accounting systems and financial reporting software constitute
                  a
                  significant improvement in our disclosure controls and procedures,
                  but a
                  comprehensive assessment of the effectiveness of these improvements
                  can
                  only be made in subsequent periods when the new accounting systems
                  and
                  financial reporting software have been fully implemented and are
                  fully
                  operational.
 
 (b)
              Personnel
                  Resources. We have determined that additional accounting and financial
                  reporting staff with relevant experience are required to maintain
                  and
                  operate the new accounting systems and financial reporting software
                  and to
                  develop and administer additional disclosure controls and procedures
                  to
                  enable us to comply with our financial reporting obligations. The
                  following changes in our staffing have occurred:
  (i)
              Five
                  existing accounting positions and one legal support staff position
                  have
                  been upgraded by staffing with personnel having enhanced experience
                  and/or
                  training;
  (ii)
              Two
                  new accounting positions have been created and
                  filled;
  (iii)
              A
                  new full-time Director of Compliance and Reporting position has
                  been
                  created and filled;
  (iv)
              A
                  new full-time Director of Tax Reporting and Compliance position
                  has been
                  created and filled and replaces a prior part-time consulting arrangement,
                  and
  (v)
              The
                  Chief Financial Officer was replaced by a new Chief Financial Officer.
  We
        believe that the substantial upgrades and expansion of the accounting and
        financial reporting staff and legal support staff will result in material
        improvements in our disclosure controls and procedures, but the evaluation
        of
        these new personnel upgrades and additions can only be made in subsequent
        periods when we review personnel performance under these new arrangements.
  
 (c)
              Additional
                  Disclosure Controls and Procedures. We have determined that additional
                  disclosure controls and procedures are necessary for our US operations
                  to
                  ensure that we will meet our financial reporting and disclosure
                  obligations in an accurate and timely manner. The following additional
                  disclosure controls and procedures have been implemented by us
                  with
                  respect to the US operating facilities in which we have an ownership
                  interest:
  (i)
                Weekly
                    budgeting of cash receipts and disbursements with a roll-forward
                    of
                    budgets based on actual results;
  (ii)
                Formal
                    procedures to evaluate new contractual arrangements and amendments
                    and/or
                    terminations of existing contractual arrangements and to provide
                    accounting personnel with supporting analysis and
                    documentation;
  (iii)
                Adoption
                    of a standardized format for the reporting of the output, sales,
                    prices
                    and expenses for the operating facilities in which we have an
                    ownership
                    interest, and
  (v)
                For
                    facilities having material amounts of inventory, adoption of
                    formal
                    procedures for quarterly physical inventory observations with
                    corresponding adjustments to financial
                    statements.
 
 We
        believe that these additional disclosure controls and procedures have addressed
        the material deficiencies in disclosure controls and procedures that we have
        previously identified, but we believe that the internal control process is
        constantly evolving and we expect that additional disclosure controls and
        procedures will be added from time to time as deficiencies are discovered.
        Evaluation of the effectiveness of these enhanced disclosure controls and
        procedures must wait until later periods when we will have the ability to
        review
        the results of these controls and procedures in operation.
  (d)
              Foreign
                  Operations. We have interests in foreign operations in the United
                  Kingdom
                  and Egypt. Each of these foreign operations is managed by a separate
                  in-country staff that includes management, accounting, engineering
                  and
                  support personnel. Each of the U.K. and Egyptian operations delivers
                  to us
                  audited financial statements prepared in accordance with the legal
                  requirements and auditing standards of the U.K. or Egypt, as the
                  case may
                  be. We have concluded that with respect to the year ended December
                  31,
                  2003, there existed material deficiencies in our disclosure controls
                  and
                  procedures as applied to these foreign operations, as
                  follows:
  (i)
              The
                  audited financial statements for the U.K. operations were not timely
                  delivered to us because of an extended review of the proposed U.K.
                  accounting treatment applicable to a material financing transaction
                  of the
                  U.K. operations. This delay in the receipt of the U.K. audited
                  financial
                  statements contributed to our delay in completing our financial
                  statements
                  for the year ended December 31, 2003. In 2004, we implemented additional
                  procedures relating to the preparation of the U.K. financial statements,
                  and the 2004 audited financial statements of the U.K. operations
                  for the
                  year ended December 31, 2004 were delivered to us in a timely manner.
  (ii)
              Disclosure
                  controls and procedures in the Egyptian operations relating to
                  the
                  administration and reporting of contractual relationships were
                  not
                  properly applied with the result that a contingent guarantee by
                  an
                  Egyptian parent entity of a subsidiary’s obligations was not properly
                  disclosed and thus not reported on the books and records of the
                  Egyptian
                  parent entity. We have taken steps to establish additional disclosure
                  controls and procedures to ensure timely disclosure and recording
                  of all
                  material contractual arrangements. In addition, the then existing
                  Chief
                  Executive Officer and the Chief Financial Officer of the Egyptian
                  operations have been replaced. We believe that these actions address
                  the
                  identified material deficiencies in our disclosure controls and
                  procedures
                  in the Egyptian operations. However, assessment of the effectiveness
                  of
                  these actions must wait until subsequent periods we can assess
                  the new
                  personnel’s performance under these new procedures.
  (e)
              We
                  have concluded that our disclosure controls and procedures relating
                  to the
                  reporting and analysis of material events, including those requiring
                  disclosure on Form 8-K or otherwise, were not effective in all
                  circumstances to ensure that such events were brought to the attention
                  of
                  the appropriate personnel in a timely and accurate fashion. In
                  response to
                  this deficiency, we have established a Disclosure Committee consisting
                  of
                  the Chief Executive Officer, the Chief Financial Officer and General
                  Counsel to review events which may require disclosure by us. In
                  addition,
                  the Disclosure Committee has promulgated reporting procedures under
                  which
                  operating personnel are required to inform the Disclosure Committee
                  of
                  material events. We believe that the use of a Disclosure Committee
                  and
                  reporting procedures for material events addresses the deficiency
                  in our
                  disclosure controls and procedures relating to events which may
                  require
                  disclosure and will allow us to make timely decisions regarding
                  required
                  disclosures.
 
 (f)
              Additional
                  Reviews. We have retained an accounting firm to undertake an independent
                  review of our disclosure controls and procedures and to report
                  the results
                  of such review to us. We expect to receive such report during the
                  second
                  quarter of 2006.





As
      a
      result, our management under the supervision of our Chief Executive Officer,
      has
      evaluated the effectiveness of our disclosure controls and procedures as of
      the
      end of the period covered by this report pursuant to Rule 13a-15 (b) under
      the
      Exchange Act and concluded that, as of the end of the period covered by this
      report, our disclosure controls and procedures did not provide reasonable
      assurance of effectiveness because of the material deficiencies noted above.




Other
      than the changes discussed above, there were no changes in our internal control
      over financial reporting during the quarter ended December 31, 2003 that have
      materially affected, or are reasonably like to materially affect, our internal
      control over financial reporting.




**Item
      9B. Other Information.**





None.




**PART
        III**




**Item
      10. Directors and Executive Officers of the
      Registrant.**




General.




Each
      of
      the two entities that function together as the Fund’s Managing Shareholder,
      Ridgewood Power and Power VI, are controlled by Robert E. Swanson, who is the
      manager, chairman, and, together with his family trusts, owns all of the
      membership interests of each entity. The officers of Power VI are the same
      as
      those of Ridgewood Power, and Power VI currently does not conduct any business.
      Ridgewood Power takes all actions necessary to manage the Fund, without any
      participation by Power VI. As a result, Ridgewood Power effectively serves
      as
      the Managing Shareholder of the Fund. Please see chart below for information
      regarding executive officers.




The
      Fund
      does not have a board of directors nor an audit committee or nominating
      committee as contemplated by the Sarbanes-Oxley Act of 2002. Instead, the
      Managing Shareholder effectively performs the functions that the board of
      directors or the audit or nominating committee would otherwise perform.




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




The
      purpose for having two managing shareholders was to have continuity of
      management related to certain transactions that were considered regarding
      combination of Power I through Power V to combine into a publicly traded
      business. That transaction did not occur, and Power VI assigned and delegated
      all of its rights and responsibilities to Ridgewood Power and is essentially
      an
      entity that contains nominal activity.




Managing
      Shareholder.




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




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




A
      number
      of other companies are affiliates of Mr. Swanson and Ridgewood Power. Each
      of
      these also was organized as a corporation that was wholly-owned by Mr. Swanson.
      In April 1999, most of them were merged into limited liability companies with
      similar names and Mr. Swanson became the sole manager and controlling owner
      of
      each limited liability company. For convenience, the remainder of this Annual
      Report on Form 10-K will discuss each limited liability company and its
      corporate predecessor as a single entity.




The
      Managing Shareholder is an affiliate of Ridgewood Energy Corporation ("Ridgewood
      Energy"), which organizes and operates limited partnership funds that have
      invested in oil and natural gas drilling and completion and other related
      activities. Other affiliates of the Managing Shareholder include Ridgewood
      Securities LLC ("Ridgewood Securities"), an NASD member which has been the
      placement agent for the private placement offerings of the eight trusts
      sponsored by the Managing Shareholder and the funds sponsored by Ridgewood
      Energy; Ridgewood Capital Management LLC ("Ridgewood Capital"), which assists
      in
      offerings made by the Managing Shareholder and which is the sponsor of four
      privately offered venture capital funds (the Ridgewood Capital Venture Partners
      and Ridgewood Capital Venture Partners II funds); and RPM. Each of these
      companies is controlled by Robert E. Swanson, who is their sole director or
      manager.







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




Name
            
            Age
            
            Position
                with Registrant
            
            Officer
                SinceRandall
                D. Holmes
              
              
              
              Robert
                E. Swanson
            
            58
              
              
              
              58
            
            President
                and Chief Executive Officer of the Fund [and the Managing Shareholder]
                since January 3, 2006; Chief Operating Officer of the Fund from January
                1,
                2004 to January 3, 2006.
              
              Chairman
                of the Fund since January 1, 2006; President and Chief Executive
                Officer
                of the Fund from 1991 until January 3, 2006; Manager, Chief Executive
                Officer, and, together with his family trusts, owner of all of the
                membership interests in the Managing Shareholder
            
            2004
              
              
              
              
              
              
              1991Robert
                L. Gold
            
            47
            
            Executive
                Vice President of the Fund and the Managing Shareholder since
                1991.
            
            1991Daniel
                V. Gulino
            
            44
            
            Senior
                Vice President and General Counsel of the Fund and the Managing
                Shareholder.
            
            2000Douglas
                R. Wilson
            
            46
            
            Senior
                  Vice President and Chief Financial Officer of the Fund [and the
                  Managing
                  Shareholder] since 2005
            
            2005




Robert
      E.
      Swanson, age 58, currently serves as a Chairman of the Fund. Mr. Swanson has
      also served as Chief Executive Officer of the Fund since its inception in 1991
      and as Chief Executive Officer of RPM, the Other Power Trusts, and the Ridgewood
      LLCs since their respective inceptions through January 3, 2006. Mr. Swanson
      has
      been President and registered principal of Ridgewood Securities and became
      the
      Chairman of the Board of Ridgewood Capital on its organization in 1998. In
      addition, he has been President and sole stockholder of Ridgewood Energy since
      its inception in October 1982. Prior to forming Ridgewood Energy in 1982, Mr.
      Swanson was a tax partner at the former New York and Los Angeles law firm of
      Fulop & Hardee and an officer in the Trust and Investment Division of Morgan
      Guaranty Trust Company. His specialty is in personal tax and financial planning,
      including income, estate and gift tax. Mr. Swanson is a member of the New Jersey
      State Bar, the Association of the Bar of the City of New York and the New York
      State Bar Association. He is a graduate of Amherst College and Fordham
      University Law School.




Randall
      D. Holmes, age 58, has served as President and Chief Executive Officer of the
      Fund since January 3, 2006 and served as Chief Operating Officer of the Fund
      from January 1, 2004 until January 3, 2006. Mr. Holmes has served as the
      President and Chief Operating Officer of the Managing Shareholder, RPM, the
      Trust, the Other Power Trusts and the Ridgewood LLCs since January 1, 2004.
      Prior to such time, Mr. Holmes served as the primary outside counsel to and
      has
      represented the Managing Shareholder and its affiliates  since
      1991.  Mr. Holmes has over 30 years of acquisition, development, financing
      and operating experience in the electric generation and other industries. Mr.
      Holmes previously was counsel to Downs Rachlin Martin PLLC in Vermont (“DRM”),
      to DeForest & Duer in New York and to Chadbourne & Parke in New
      York.  Mr. Holmes was also President of the Pepsi-Cola Operating Company of
      Chesapeake and Indianapolis and was Vice President of Advanced Medical
      Technologies.  He was also a Partner with the New York law firm of Barrett
      Smith Schapiro Simon & Armstrong where he specialized in financing
      transactions, acquisitions and tax planning. DRM is one of the primary outside
      counsel to the Fund, Managing Shareholder and their affiliates. Immediately
      prior to being appointed President and Chief Operating Officer, Mr. Holmes
      was
      counsel to DRM. He has maintained a minor consulting relationship with DRM
      in
      which he may act as a paid advisor to DRM on certain matters that are unrelated
      to Ridgewood. Such relationship will not require a significant amount of Mr.
      Holmes’ time and it is expected that such relationship will not adversely affect
      his duties as President and Chief Executive Officer. Mr. Holmes is a graduate
      of
      Texas Tech University and the University of Michigan Law School. He is a member
      of the New York State bar.




Robert
      L.
      Gold, age 47, has served as Executive Vice President of the Managing
      Shareholder, RPM, the Fund, and the Other Power Trusts since their respective
      inceptions, with primary responsibility for marketing and acquisitions. He
      has
      been President of Ridgewood Capital since its organization in 1998. He has
      served as Vice President and General Counsel of Ridgewood Securities Corporation
      since he joined the firm in December 1987. Mr. Gold has also served as Executive
      Vice President of Ridgewood Energy since October 1990. He served as Vice
      President of Ridgewood Energy from December 1987 through September 1990. For
      the
      two years prior to joining Ridgewood Energy and Ridgewood Securities
      Corporation, Mr. Gold was a corporate attorney in the law firm of Cleary,
      Gottlieb, Steen & Hamilton in New York City where his experience included
      mortgage finance, mergers and acquisitions, public offerings, tender offers,
      and
      other business legal matters. Mr. Gold is a member of the New York State bar.
      He
      is a graduate of Colgate University and New York University School of
      Law.




Douglas
        R. Wilson, age 46, was appointed Senior Vice President and Chief Financial
        Officer of RPM, the Fund, the Other Power Trusts and the Ridgewood LLCs as
        of
        April 15, 2005. Mr. Wilson has been associated with the Ridgewood group of
        companies as a consultant and advisor since 1996 performing investment
        evaluation, structuring and execution services for the Other Power Trusts
        and
        for Ridgewood Venture Funds. Since May of 2002 Mr. Wilson has served as a
        Director, CEO and Finance Director for CLP Envirogas Ltd. (“Envirogas”) which
        manages Ridgewood’s UK landfill gas operations. Mr. Wilson has wide energy
        industry experience including hydrocarbon and project finance lending and
        investing and has participated in over $1 billion of financings. During his
        22
        years in the financial services industry Mr. Wilson has been with Republic
        Bank
        of Dallas, Shearson-Lehman Brothers and Bank of Tokyo. Mr. Wilson is a graduate
        of the University of Texas at Arlington and has an MBA from the Wharton School
        at the University of Pennsylvania. It is anticipated that Mr. Wilson will
        continue to serve as an executive and Director of Envirogas during the remainder
        of its expansion phase which is estimated to be completed in 18-24 months.
        During this period Mr. Wilson will devote approximately 20-25% of his time
        to
        the affairs of Envirogas. It is not anticipated that this executive role
        at
        Envirogas will adversely affect performance of his duties as Senior Vice
        President and Chief Financial Officer.


Daniel
      V.
      Gulino, age 44, has been Senior Vice President and General Counsel of the
      Managing Shareholder, RPM, the Fund, and other Power Trusts since August 2000.
      He began his legal career as an associate for Pitney, Hardin, Kipp & Szuch,
      a large New Jersey law firm, where his experience included corporate
      acquisitions and transactions. Prior to joining Ridgewood group of companies,
      Mr. Gulino was in-house counsel for several large electric utilities, including
      GPU, Inc., Constellation Power Source, and PPL Resources, Inc., where he
      specialized in non-utility generation projects, independent power and power
      marketing transactions. Mr. Gulino also has experience with the electric and
      natural gas purchasing of industrial organizations, having worked as in-house
      counsel for Alumax, Inc. (now part of Alcoa) where he was responsible for,
      among
      other things, Alumax’s electric and natural gas purchasing program. Mr. Gulino
      is a member of the New Jersey State Bar and Pennsylvania State Bar. He is a
      graduate of Fairleigh Dickinson University and Rutgers University School of
      Law
      - Newark.




Management
      Agreement.




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




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




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




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




Executive
      Officers of the Fund.




Pursuant
      to the Declaration, the Managing Shareholder has appointed officers of the
      Fund
      to act on behalf of the Fund and sign documents on behalf of the Fund as
      authorized by the Managing Shareholder. Mr. Swanson serves as the Chairman
      of
      the Fund and the other executive officers of the Fund are identical to those
      of
      the Managing Shareholder, as indicated in the table under the subheading *Managing
      Shareholder* above.




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




Corporate
      Trustee.




The
      corporate trustee of the Fund, Christiana Bank & Trust Company, acts on the
      instructions of the Managing Shareholder and is not authorized to take
      independent discretionary action on behalf of the Fund. Legal title to Trust
      Property is in the name of the Fund. Christiana is also a trustee of the Other
      Power Trusts. The principal office of Christiana Bank is 1314 King Street,
      Wilmington, DE 19801.




Section
      16(a) Beneficial Ownership Reporting Compliance.




The
      individuals who are subject to the requirements of Section 16(a) have not
      complied with those reporting requirements during 2003. All filings required
      under Section 16(a), have since been filed with the
      Commission.




RPM.




RPM
      is
      controlled by Robert E. Swanson and owned by him and his family trusts. For
      US
      Projects for which the Fund decides to take operating responsibility itself,
      the
      Fund will cause the Fund's subsidiary that owns the Project to enter into an
      "Operation Agreement" under which RPM, under the supervision of the Managing
      Shareholder, will provide the management, purchasing, engineering, planning
      and
      administrative services for the Project. RPM will charge the Fund at its cost
      for these services and for the Fund's allocable amount of certain overhead
      items. RPM shares space and facilities with the Managing Shareholder and its
      affiliates. To the extent that common expenses can be reasonably allocated
      to
      RPM, the Managing Shareholder may, but is not required to, charge RPM at cost
      for the allocated amounts and such allocated amounts will be borne by the Fund
      and other programs. Common expenses that are not so allocated will be borne
      by
      the Managing Shareholder.




The
      Managing Shareholder does not charge RPM for the full amount of rent, utility
      supplies and office expenses allocable to RPM. As a result, RPM's charges for
      its services to the Fund are likely to be materially less than its economic
      costs and the costs of engaging comparable third persons as managers. RPM will
      not receive any compensation in excess of its costs.




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




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




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




The
      executive officers of RPM the same as those for the Managing
      Shareholder.




Code
      of
      Ethics.




In
      March
      2004, the Managing Shareholder, for itself and for the Fund, Other Power Trusts,
      Ridgewood LLCs and their affiliates, adopted a Code of Ethics applicable to
      the
      principal executive officer, principal financial officer, principal accounting
      officer or controller (or any persons performing similar functions), of each
      such entity. A copy of the Code of Ethics is being filed as an exhibit to this
      report. A copy of the Code of Ethics will be provided to any person without
      charge, upon written request made to The Ridgewood Power Growth Fund, 947
      Linwood Avenue, Ridgewood, New Jersey 07450 Attn: Daniel V. Gulino.




Audit
      Committee Financial Expert.




The
      Fund
      has neither a board of directors nor an audit committee as contemplated by
      the
      Sarbanes-Oxley Act of 2002 and instead, the Managing Shareholder effectively
      performs the functions that the board of directors or the audit committee would
      otherwise perform. However, the Managing Shareholder has determined that Douglas
      R. Wilson, who serves as Senior Vice President and Chief Financial Officer
      of
      the Fund and the Chief Financial Officer of the Managing Shareholder qualifies
      as an audit committee financial expert as defined in Item 401(h)(2) of
      Regulation S-K.




**Item
      11. Executive Compensation.**




None
      of
      the executive officers of the Fund receive any compensation directly from the
      Fund. The Managing Shareholder compensates the officers without additional
      payments by the Fund. The Fund reimburses RPM at cost for services provided
      by
      RPM’s employees. Information as to the fees payable to the Managing Shareholder
      and certain affiliates is contained at Item 13. Certain Relationships and
      Related Transactions.




Christiana
      Bank, the Corporate Trustee of the Fund, is not entitled to compensation for
      serving in such capacity, but is entitled to be reimbursed for Fund expenses
      incurred by it that are reimbursable under the Declaration.




**Item
      12. Security Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.**





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




The
      Managing Shareholder purchased one Investor Share for $83,000 in cash. The
      one
      Investor Share equals 0.2 of 1% of the outstanding Investor Shares. By virtue
      of
      its purchase of such Investor Share, the Managing Shareholder is entitled to
      the
      same ratable interest in the Fund as all other purchasers of Investor Shares.
      No
      executive officers of the Fund acquired Investor Shares in the Fund's offering
      and no executive officers of the Fund currently own any Investor
      Shares.




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




**Item
      13. Certain Relationships and Related Transactions.**




The
      Declaration provides that cash flow of the Fund, less reasonable reserves which
      the Fund deems necessary to cover anticipated Fund expenses, is to be
      distributed to the Investors and the Managing Shareholder (collectively, the
      "Shareholders"), from time to time as the Fund deems appropriate and
      attributable to their respective share holdings. Prior to payout (the point
      at
      which Investors have received cumulative distributions equal to the amount
      of
      their capital contributions), each year all distributions from the Fund, other
      than distributions of the revenues from dispositions of Fund assets are to
      be
      allocated 99% to the Investors and 1% to the Managing Shareholder until
      Investors have been distributed during the year an amount equal to 12% of their
      total capital contributions (a "12% Priority Distribution"), and thereafter
      all
      remaining distributions from the Fund during the year, other than distributions
      of the revenues from dispositions of Fund Property, are to be allocated 75%
      to
      Investors and 25% to the Managing Shareholder. Revenues from dispositions of
      Fund Property are to be distributed 99% to Investors and 1% to the Managing
      Shareholder until payout. In all cases, after payout, Investors are to be
      allocated 75% of all distributions and the Managing Shareholder
      25%.




For
      any
      fiscal period, the Fund's net profits, if any, other than those derived from
      dispositions of Fund Property, are allocated 99% to the Investors and 1% to
      the
      Managing Shareholder until the profits so allocated offset (1) the aggregate
      12%
      Priority Distribution to all Investors and (2) any net losses from prior periods
      that had been allocated to the Shareholders. Any remaining net profits, other
      than those derived from dispositions of Fund Property, are allocated 75% to
      the
      Investors and 25% to the Managing Shareholder. If the Fund realizes net losses
      for the period, the losses are allocated 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.




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




Effective
      January 1, 2005, the Managing Shareholder, acting on the recommendation of
      tax
      counsel for the Fund, amended the Declaration of Trust of the Registrant (the
      “Declaration”) 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
      Shareholders 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
      Shareholders in the Fund.




In
      2003
      and 2002, the Fund made distributions of $13,297 and $0, respectively, to the
      Managing Shareholder (which is a member of the Board of the Fund) as stated
      at
      Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
      Accordingly, the Managing Shareholder and its affiliates charged fees and
      reimbursements to the Fund and its subsidiaries as follows:




Fee
            Paid
                to
            
            2003
            
            2002
            
            2001
            
            2000
            
            1999Investment
                fee
            Ridgewood
                Power
            
            $           
                --
            
            $            
                --
            
            $            
                --
            
            $
                199,500
            
            $
                560,650Placement
                agent fee
              and
                sales
              commissions
            Ridgewood
                Securities Corporation
            
            --
            
            --
            
            --
            
            98,950
            
            188,842Management
                Fees
            Ridgewood
                Power
            
            822,633
            
            822,633
            
            1,645,267
            
            1,096,844
            
            --Organizational,
              distribution
                and
              offering
                fee
            Ridgewood
                Power
            
            --
            
            --
            
            --
            
            442,790
            
            1,698,842Due
                diligence
              expenses
                (a)
            Ridgewood
                Power
            
            --
            
            --
            
            --
            
            708,758
            
            868,208





The
      investment fee equaled 2% of the proceeds of the offering of Investor Shares
      and
      was payable for the Managing Shareholder’s services in investigating and
      evaluating investment opportunities and effecting investment transactions.
      The
      placement agent fee (1% of the offering proceeds) and sales commissions were
      also paid from proceeds of the offering, as was the organizational, distribution
      and offering fee (5% of offering proceeds) for legal, accounting, consulting,
      filing, printing, distribution, selling, closing and organization costs of
      the
      offering. . As compensation to the Managing Shareholder, the Fund is obligated
      for an annual management fee equal to $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 were charged to the Fund for each
      of
      the years ended December 31, 2003 and 2002.




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




Christiana
      Bank, the Corporate Trustee of the Fund, is not entitled to compensation for
      serving in such capacity, but is entitled to be reimbursed for Fund expenses
      incurred by it that are reimbursable under the Declaration.




Mr.
      Swanson, who is the manager and chairman of the Managing Shareholder, in
      September 1999, purchased a franchise to distribute ZAP’s products on eastern
      Long Island, New York and paid $10,000 to ZAP for the franchise. See Item 1.
      Business; Narrative Description of Business; The Fund's Investments;
      ZAP.




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. Subsequently,
      the agreement has been extended to September 30, 2006.





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


**Due
                From**
            
            **Due
                To**Ridgewood
                Power Management LLC
            $
                1,851
            
            $           ---Ridgewood
                Renewable Power
            ---
            
            1,058,204Trust
                V
            1,280,936
            
            ---Ridgewood
                Electric Power Trust IV
            ---
            
            71,000Egypt
                Fund
            ---
            
            351,239United
                Kingdom Landfill Gas Projects
            595,837
            
            ---Ridgewood
                Dubai (paid January 2005)
            612,517
            
            ---Other
                affiliates
            ---
            
            407,951Total
            $2,491,141
            
            $1,888,394







**Item
      14. Principal Accountant Fees and Services.**




On
      January 14, 2004, Perelson Weiner LLP was appointed as the Fund’s independent
      accountants to audit the Fund’s financial statements for the fiscal year ended
      December 31, 2003 and to render other professional services as required. Prior
      to January 14, 2004, PricewaterhouseCoopers LLP served as the Fund’s independent
      accountants.




No
      fees
      were paid by Fund to Perelson Weiner LLP for the 2002 fiscal year. Fees billed
      by Perelson Weiner LLP relating to the 2003 fiscal year, and by
      PricewaterhouseCoopers LLP relating to the 2003 and 2002 fiscal years, were
      as
      follows:




Type
                of Service
            
            2003
            
            2002Audit
                Fees(1)
            
            $  
                74,000(2)
            
            $   41,000Audit-Related
                Fees
            
            --
            
            --Tax
                Fees(3)
            
            51,000
            
            --All
                Other Fees
            
            --
            
            --Total
            
            $    
                125,000
            
            $   41,000





(1)
            Comprised
                of the audit of the Fund’s annual financial statements and reviews of the
                Fund’s quarterly financial statements, as well as review of SEC filings.




(2)
            Consists
                of aggregate audit fees of (i) $33,000 billed for professional services
                rendered by Perelson Weiner LLP for the audit of the Fund's annual
                financial statements for the year ended December 31, 2003, and (ii)
                $41,000 billed for professional services rendered by
                PricewaterhouseCoopers LLP for the audit of the Fund's annual financial
                statements and reviews of the financial statements included in the
                Fund's
                Quarterly Reports on Form 10-Q for the year ended December 31,
                2003.




(3)
            Comprised
                of services for tax advice.





**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 Registration Statement on Form 10, dated April 30, 1999, as
                  filed on the Registrant’s Form DEFA14A filed with the Commission on
                  November 5, 200110A
              
              †
              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
              
              [†]/
                
                
                [*]
              Letter
                  of Intent with US Hydro for acquisition of Hydroelectric Projects,
                  dated
                  February 8, 2000.10J
              
              [†]/
                
                
                [*]
              Operating
                  Agreement between Ridgewood Egypt for Infrastructure Projects,
                  Ltd. and
                  Ridgewood Near East Holding LLC., dated September 30,
                  1999.10K
              
              [*]
              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.14
              
              *
              Code
                  of Ethics, adopted on March 1, 2004.31.1
              
              *
              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.




_____________________


*
            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.













**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:
                February 28, 2006
            By:/s/ Randall D. Holmes
              Randall
                D. Holmes
              Chief
                Executive Officer
              (Principal
                Executive Officer)





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





**Signature**
            **Capacity**
            **Date**/s/
                Randall D. Holmes
              Randall
                D. Holmes
            Chief
                Executive Officer
              (Principal
                Executive Officer)
            February
                28, 2006/s/
                Douglas R. Wilson
              Douglas
                R. Wilson
            Senior Vice
                President and Chief Financial Officer
              (Principal
                Accounting Officer)
            February
                28, 2006RIDGEWOOD
                POWER LLC
              (Managing
                Shareholder)
              
              By:/s/
                Randall D. Holmes
              Randall
                D. Holmes
            Chief
                Executive Officer of Managing Shareholder
            February
                28, 2006






























































Exhibit
      31.1





**CERTIFICATION**





I,
      Randall D. Holmes, certify that:





1.
            I
                have reviewed this annual report on Form 10-K 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:
      February 28, 2006





/s/
      Randall D. Holmes


Name:  Randall
      D. Holmes


Title:  Chief
      Executive Officer























Exhibit
      31.2





**CERTIFICATION**





I,
      Douglas R. Wilson, certify that:





1.
            I
                have reviewed this annual report on Form 10-K 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:
      February 28, 2006





/s/
      Douglas R. Wilson


Name:
      Douglas R. Wilson


Title: Senior
      Vice President and


Chief Financial Officer





























Exhibit
      32








**CERTIFICATIONS
      PURSUANT TO**


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


**AS
      ADOPTED PURSUANT TO**


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





In
      connection with this Annual Report on Form 10-K of The Ridgewood Power Growth
      Fund (the "Fund") for the fiscal year ended December 31, 2003, as filed with
      the
      Securities and Exchange Commission on the date hereof, (the "Report"), each
      of
      the undersigned officers of the Fund hereby certifies, pursuant to 18 U.S.C.
      (section) 1350, as adopted pursuant to (section) 906 of the Sarbanes-Oxley
      Act
      of 2002, that to the best of his knowledge except with respect to the timeliness
      of the filing of the Report:





(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.





Name: 
                /s/Randall
                D. HolmesTitle:Chief
                Executive OfficerDate: 
                February 28, 2006Name: 
                /s/Douglas
                R. WilsonTitle:Senior
                Vice President and Chief Financial OfficerDate: 
                February 28, 2006








This
      certification is being furnished to the SEC with this Report pursuant to Section
      906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent
      required by such Act, be deemed filed by the Fund for purposes of Section 18
      of
      the Securities Exchange Act of 1934.