Exhibit 3(i)(D)

                              CONSENT IN WRITING BY
                                 SOLE MANAGER OF
                               RIDGEWOOD POWER LLC

     The undersigned, being the sole manager of Ridgewood Power LLC, a New
Jersey limited liability company (the "Company'), consents in writing to the
following resolutions as of the 1st day of January, 1999:

     WHEREAS, the Company is the Managing Shareholder of Ridgewood Electric
Delaware business trust (the "Trust") which is treated as a partnership or
federal Income tax purposes, and

     WHEREAS. the Trust is governed by a Declaration of Trust (the
"Declaration"), as amended, and

     WHEREAS, the Declaration provides for the allocation of profit and loss for
tax purposes in a method that causes the allocation of profit and loss to
diverge from the allocation of distributions among Shareholders of the Trust,
and

     WHEREAS, Section 15.8(a) of the Declaration authorizes the Managing
Shareholder, without notice to or approval by the Investors, to cure
ambiguities, formal defects and omissions and to correct or supplement
inconsistent provisions of the Declaration, to make other changes so long as the
changes do not materially and adversely affect the interest of any Investor, and
to make certain other amendments, and

     WHEREAS, the Managing Shareholder has received the opinion of De Forest and
Duer to the effect that the changes made by the following resolutions are within
the scope of Section 15.8(a).

     NOW; THEREFORE, BE IT RESOLVED, that Article II of the Declaration be
amended by adding the following definitions:

          "Managing Shareholder Target Amount - an amount (which in no case
     shall be less than zero) equal to (a) one-quarter of the difference between
     the aggregate Investors` Capital Accounts and the aggregate of the
     Unreturned Investor Amounts, in each case after all prior adjustments have
     been made, minus (b) the balance of the Managing Shareholder's Capital
     Account.

          "Profits from Disposition" or "Losses from Disposition" - for any
     fiscal period means, respectively, the Profits or Losses recognized by the
     Trust from any sale, transfer, injury, destruction, or other disposition of
     Trust Property or an interest therein, other than Profits or Losses derived
     from the ordinary course of operation of the Trust Property (including, but
     without limitation, proceeds from insurance, refinancing or condemnation).


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          "Profits from Operations" or "Losses from Operations" - for any fiscal
     period means, respectively, the Profits or Losses recognized by the Trust
     for such fiscal period and derived from the ordinary course of operation of
     the Trust Property.

          "Unreturned Investor Amount" - an amount for each Investor equal to
     the Investor's Capital Contributions less cumulative distributions to
     Investors made under Section 8.1(a)(2) of this Declaration.

and further

     RESOLVED, that Sections 4.1 and 4.2 of the Declaration be amended to read
in their entirety as follows, effective January 1, 1999:

               4.1. Profits and Losses from Operations.

                    (a) Profits. After giving effect to the provisions of
          Sections 4.5, 4.6 and 7.4,. Profits from Operations shall be allocated
          among the Shareholders as follows:

                         (1) First, 100% to the Managing Shareholder until the
          cumulative Profits allocated to the Managing Shareholder under this
          Section 4.1(a) for the current period and all prior fiscal periods
          equal the cumulative Losses allocated to the Managing Shareholder
          under Section 4.1 (b);

                         (2) Second, 99% to the Investors and 1% to the
          Managing Shareholder until such time as the aggregate Unreturned
          Investor Amounts equal zero; and

                         (3) Third, thereafter, 80% to the Investors and 20% to
          the Managing Shareholder.

                     (b) Losses. After giving effect to the provisions of
          Sections 4.5, 4.6 and 7.4, Losses from Operations shall be allocated
          99% to the Investors and 1% to the Managing Shareholder, provided
          that the allocation of Losses to an Investor shall be limited to an
          amount that prevents that Investor from having a negative Adjusted
          Capital Account at the end of the fiscal period. Any Losses that
          exceed this limitation will be allocated instead to the Managing
          Shareholder.

               4.2. Profits and Losses from Dispositions.

                    (a) Profits. After giving effect to the provisions of
          Sections 4.5, 4.6 and 7.4. Profits from Dispositions shall be
          allocated among the Shareholders as follows:


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                      (1)First, to the Investors and the Managing Shareholder in
          proportion to any deficit balances in their respective Capital
          Accounts until each such Capital Account is restored to zero;

                      (2) Second, 100% to the Investors until the aggregate of
                the Investors' Capital Accounts equals the aggregate Unreturned
                Investor Amounts;

                      (3)Third, 100% to the Managing Shareholder in an amount
          equal to the Managing Shareholder Target Amount; and

                      (4)The balance, if any, 80% to the Investors and 20% to
          the Managing Shareholder.

                      (b) Losses. After giving effect to the provisions of
          Sections 4.5, 4.6 and 7.4, Losses from Dispositions shall be allocated
          99% to the Investors and 1% to the Managing Shareholder.

and further

     RESOLVED, that Section 4.7 of the Declaration be, and it is, removed; and
further

     RESOLVED, that the officers of the Company be, and each of them is,
authorized to do or cause to be done any act or thing and to make, execute and
deliver any amendment, certificate, agreement, instrument or document necessary
or appropriate, in his or their sole discretion, to effectuate the foregoing
resolution, the taking of any such action or the execution of any such document
to be conclusive evidence of the authorized exercise of the discretionary
authority herein conferred.

     IN WITNESS WHEREOF, I have signed this Consent in Writing this 28th day
of March 2000.




                                              /s/ Robert E. Swanson
                                              ---------------------
                                              Robert E. Swanson