SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997

Commission file number   0-24240  

RIDGEWOOD ELECTRIC POWER TRUST I
(Exact Name of Registrant as Specified in Its Charter)

               Delaware                                22-3105824       
(State or Other Jurisdiction        (I.R.S. Employer Identification No.)    
of Incorporation or Organization)

c/o Ridgewood Power Corporation, 947 Linwood Avenue, 
Ridgewood, New Jersey 07450-2939 
(Address of Principal Executive Offices)                           (Zip Code)

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

Securities Registered Pursuant to Section 12(b) of the Act:  None

Securities Registered Pursuant to Section 12(g) of the Act:

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 X  No ___

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

     There is no market for the Shares.  The aggregate capital contributions 
made for the Registrant's voting Shares held by non-affiliates of the 
Registrant at March 21, 1998 was $10,550,000.

Exhibit index is at page 45.


<PAGE>
PART I

Item 1.  Business.

Forward-looking statement advisory

This Annual Report on Form 10-K, as with some other statements 
made by the Trust from time to time, has forward-looking 
statements.  These statements discuss business trends and other 
matters relating to the Trust's future results and the business 
climate and are found, among other places, at Items 1(c)(2)(iv), 
1(c)(3), 1(c)(4), 1(c)(6)(ii) and 7.  In order to make these 
statements, the Trust has had to make assumptions as to the 
future.  It has also had to make estimates in some cases about 
events that have already happened, and to rely on data that may 
be found to be inaccurate at a later time.  Because these 
forward-looking statements are based on assumptions, estimates 
and changeable data, and because any attempt to predict the 
future is subject to other errors, what happens to the Trust in 
the future may be materially different from the Trust's 
statements here.  

The Trust therefore warns readers of this document that they 
should not rely on these forward-looking statements without 
considering all of the things that could make them inaccurate.  
The Trust's other filings with the Securities and Exchange 
Commission and its Confidential Memorandum discuss many (but not 
all) of the risks and uncertainties that might affect these 
forward-looking statements. 
 
Some of these are changes in political and economic conditions, 
federal or state regulatory structures, government taxation, 
spending and budgetary policies, government mandates, demand for 
electricity and thermal energy, the ability of customers to pay 
for energy received, supplies of fuel and prices of fuels, 
operational status of plant, mechanical breakdowns, availability 
of labor and the willingness of electric utilities to perform 
existing power purchase agreements in good faith.  Some of the 
cautionary factors that readers should consider are described 
below at Item 1(c)(4) - Developments affecting Power Contracts.

By making these statements now, the Trust is not making any 
commitment to revise these forward-looking statements to reflect 
events that happen after the date of this document or to reflect 
unanticipated future events.


(a)  General Development of Business.

     Ridgewood Electric Power Trust I (the "Trust") was organized 
as a Delaware business trust on May 9, 1994.  It was organized to 
acquire all of the assets of and to carry on the business of 
Ridgewood Energy Electric Power, L.P. (the "Partnership").  The 
Partnership was a Delaware limited partnership which was 
organized in March 1991 to participate in the development, 
construction and operation of independent power generating 
facilities ("Projects").  On June 15, 1994, with the approval of 
the partners, the Partnership was combined into the Trust, which 
acquired all of the Partnership's assets and which became liable 
for all of the Partnership's obligations.  In exchange for their 
interests in the Partnership, the investors in the Partnership 
received an equivalent number of Investor Shares in the Trust.  
The Partnership has been dissolved.

     The predecessor Partnership raised $10.5 million in a single 
private offering conducted in 1991 and early 1992.  Substantially 
all of those funds were applied prior to 1995 to the purchase of 
interests in the three Projects described below, to funding 
business ventures that were unsuccessful and to paying the fees 
and expenses of the Partnership's offering and the Partnership.

     The Trust made an election to be treated as a "business 
development company" under the Investment Company Act of 1940, as 
amended (the "1940 Act").  On May 26, 1994 the Trust notified the 
Securities and Exchange Commission of that election and 
registered its shares of beneficial interest (the "Investor 
Shares") under the Securities Exchange Act of 1934, as amended 
(the "1934 Act").  On June 25, 1994 the election and registration 
became effective.  The Trust currently has 218 holders of record 
of Investor Shares.

     The Trust is organized similarly to a limited partnership.  
Ridgewood Power Corporation (the "Managing Shareholder"), a 
Delaware corporation, is the Managing Shareholder of the Trust.  
In general, the Managing Shareholder has the powers of a general 
partner of a limited partnership.  It has complete control of the 
day to day operation of the Trust and as to most acquisitions.  
The Managing Shareholder is not regularly elected by the owners 
of the Investor Shares (the "Investors").   The Managing 
Shareholder and the Independent Trustees of the Trust meet 
together and take the actions that the 1940 Act requires a board 
of directors to take for a business development company.  The 
Board of the Trust also provides general supervision and review 
of the Managing Shareholder but does not have the power to take 
action on its own.  The Independent Trustees do not have any 
management or administrative powers over the Trust or its 
property other than as expressly authorized or required by the 
Declaration of Trust of the Trust (the "Declaration") or the 1940 
Act.

	Ridgewood Energy Holding Corporation ("Ridgewood Holding"), 
a Delaware corporation, is the Corporate Trustee of the Trust.  
The Corporate Trustee acts on the instructions of the Managing 
Shareholder and is not authorized to take independent 
discretionary action on behalf of the Trust. See Item 10. - 
Directors and Executive Officers of the Registrant below for a 
further description of the management of the Trust.

(b)  Financial Information about Industry Segments.

     The Trust operates in only one industry segment: independent 
electric power generation.

(c)  Narrative Description of Business.

     (1)  General Description.

     The Trust was formed to participate in the development, 
construction and operation of independent electric power projects 
that generate electricity for sale to utilities and other users.  
The Trust owns the Olinda Project, a five megawatt capacity 
electric generating plant fueled by methane gas from a local 
landfill in Brea, Orange County, California.  It also owns a 
preferred limited partnership interest in the Stillwater Project, 
a 3.5 megawatt hydroelectric facility located on the Hudson River 
north of Albany, New York.  In 1997, the Trust sold its South 
Boston Project (previously designated as the "Lynchburg 
Project"), a three megawatt capacity electric generating plant at 
South Boston, Virginia that burns waste fuel oil prepared in part 
by an on-site waste oil processing facility.  It retained the 
right to 2% of the gross revenues, if any, earned by that Project 
in the future. 

     These Projects are Qualifying Facilities, which are 
generally exempt from federal and state regulations which apply 
to investor-owned electric utilities.  As described below, under 
current law, utilities are required to purchase electricity 
generated by Qualifying Facilities under terms generally 
favorable to the Qualifying Facilities.  This essentially means 
that the Projects are not subject to competition for the lives of 
their current long-term power contracts with the electric utility 
purchasers ("Power Contracts").  When or if those Power Contracts 
end, the Projects will have to sell their output on the 
competitive electric power market and there is no assurance that 
they can do so at a profit.

     Historically, producers of electric power in the United 
States consisted of regulated utilities and of industrial users 
that produced electricity to satisfy their own needs.  The 
independent power industry in the United States was created by 
federal legislation passed in response to the energy crises of 
the 1970s.  The Public Utility Regulatory Policies Act of 1978, 
as amended ("PURPA"), requires utilities to purchase electric 
power from "Qualifying Facilities" (as defined in PURPA), 
including "cogeneration facilities" and "small power producers," 
and also exempts these Qualifying Facilities from most utility 
regulatory requirements.  Under PURPA, Projects that are 
Qualifying Facilities are generally not subject to federal 
regulation, including the Public Utility Holding Company Act of 
1935, as amended, and state regulation.  Furthermore, PURPA 
generally requires electric utilities to purchase electricity 
produced by Qualifying Facilities at the utility's avoided cost 
of producing electricity (i.e., the incremental costs the utility 
would otherwise face to generate electricity itself or purchase 
electricity from another source).  

	The utility is not required to enter into a long-term Power 
Contract and can buy the output from Qualifying Facilities on a 
short-term basis at varying rates set by state regulators.  In 
the past, many utilities chose to enter into long-term Power 
Contracts with rates set by contract formula.  In many cases, 
those contract formula rates are today much higher than 
competitive rates.  The Olinda and Stillwater Projects have 
existing long-term Power Contracts with rates significantly above 
current competitive rates.  As described below, the long-term 
Power Contract for the South Boston Project was cancelled in 
exchange for a settlement payment.   

     The electricity produced by each Project is sold to the 
local electric utility company under Power Contracts, or is used 
in part on site to power equipment.

     As discussed below, the Trust is a "business development 
company" under the Investment Company Act of 1940.  In accounting 
for its Projects, it treats each Project as a portfolio 
investment that is not consolidated with the Trust's accounts.  
Accordingly, the revenues and expenses of each Project are not 
reflected in the Trust's financial statements and only cash 
distributions are included, as revenue, when received.  
Accordingly, the recognition of revenue from Projects by the 
Trust is dependent upon the timing of distributions from Projects 
by the Managing Shareholder.  As discussed below and at Item 5.  
Market for Registrant's Common Equity and Related Stockholder 
Matters, distributions from Projects may include both income and 
capital components.

     (2)  Projects.

		(i)  Olinda Project.  In October 1994, the Trust 
purchased for $3.1 million an equity interest in Brea Power 
Partners, L.P., a partnership which owns and operates a 5 
megawatt landfill gas-fired electric generating plant known as 
Olinda and located in Brea, California (the "Olinda Project").  A 
landfill gas plant takes methane and other burnable gases created 
by the decomposing of garbage in a landfill and uses them as 
fuel, converting them to carbon dioxide, water and some residual 
waste.  Otherwise, those gases would escape to the atmosphere.   
Among other problems, methane is a potent "greenhouse gas" that 
increases global warming by significantly more than the carbon 
dioxide and water vapor produced when it is burned.

     The Trust's original limited partnership interest 
essentially was designed to allow it to recover its initial 
investment of $3.1 million and to provide an internal rate of 
return of approximately 15% per year, and to yield a small 
residual amount thereafter.  The limited partnership interest was 
entitled to 98% of all profits and losses of the Partnership and 
of all distributions of cash flow up to a scheduled amount per 
year ($342,000 for 1997); thereafter, it was entitled to 25% of 
any excess cash available for distribution in that year.  When 
cumulative distributions to the Trust in respect of the limited 
partnership interest, discounted to present value at 1.17% per 
month, reached $3.1 million (which was expected to occur no later 
than 2004), the Trust's annual interest in profits and losses 
would be reduced to 5%.

     As of January 1, 1997, the owner of the remaining limited 
partnership interest in the Partnership was GSF Energy, LLC, an 
indirect subsidiary of DQE Corporation.  DQE is a holding company 
for Duquesne Light Company of Pittsburgh, Pennsylvania.  GSF 
Energy, LLC also owned the general partner of the Partnership, 
which had a 1% interest in the Partnership's profits and losses.  

     On June 1, 1997, the Trust through subsidiaries acquired the 
general partnership interest and the limited partnership interest 
owned by GSF Energy, LLC for a base price of $3,000,000, and thus 
acquired the entire beneficial interest in the Partnership.  The 
parties agreed that the base price was to be adjusted for 
operating cash flow generated and cash distributions made by the 
Partnership from the effective date of January 1, 1997 through 
May 31, 1997 and for the Partnership's current assets at the 
closing date.  The purchase price as so adjusted was $2,814,000, 
inclusive of a cash payment of $2,257,000 to the seller, assumed 
liabilities of $441,000 and acquisition costs of approximately 
$116,000.  In the second half of 1997 the Trust invested an 
additional $661,000 to provide working capital.  The total 
original cost to the Trust of the entire equity interest in the 
Project and additional investments is therefore $6,600,000, prior 
to the returns of investment capital of $800,000. 

     Neither GSF Energy, LLC nor DQE Corporation was affiliated 
with or had any material relationship with the Trust, its 
Managing Shareholder or their affiliates, directors, officers or 
associates of their directors and officers, other than their 
prior relationships with the Partnership and the ongoing 
responsibility of the corporate successor to GSF Energy, LLC to 
operate the gas collection system as described below.  The sales 
price and the terms of the acquisition were determined in arm's 
length negotiations between the Managing Shareholder of the Trust 
and representatives of DQE Corporation.  The source of the 
Trust's funds was cash reserves derived from the previously 
reported settlement of litigation with Virginia Electric Power 
Company relating to the South Boston Project, described below.

     All electricity generated by the Project over and above its 
own requirements is sold to Southern California Edison Company 
under a long-term power purchase contract which may be terminated 
by the purchaser no earlier than the end of 2004 on five years' 
advance notice.  The contract price is the greater of 5.8 cents 
per kilowatt-hour or 85% of the utility's avoided cost.  
Currently, avoided cost is computed under a formula prescribed by 
the California Public Utility Commission consisting of a fixed 
payment for the plant's capacity and a payment per unit of energy 
delivered that is tied to the cost of natural gas, the fuel used 
at the plant.  The capacity payments vary seasonally and are 
significantly higher during the summer peak season.  

	California is implementing a competitive power market 
beginning on April 1, 1998 in which generators will eventually 
auction capacity and energy output that is not committed for sale 
under long-term contracts.  It is expected that eventually the 
California Public Utilities Commission will change the payment 
formula for many long-term contracts (including the Olinda 
Project's) to use the auction prices for capacity and energy 
output.  This would have effects on the Project's revenues that 
are not predictable at this time but that might result in a 
reduction in the prices paid by Southern California Edison 
Company for off-peak periods. 

     The Project is liable to Southern California Edison Company 
for liquidated damages of up to $3.8 million if it does not meet 
defined performance and availability standards.  Under current 
conditions, the Trust does not believe that there will be any 
material liability for failure to meet these requirements.

     The Trust's purchase includes only the electric power 
generating station located at the landfill.  Ecogas Corporation 
("Ecogas"), which is the corporate successor to GSF Energy, LLC 
and which is an affiliate of DQE Corporation, has retained 
ownership of the landfill gas collection system and the 
processing units located outside the Project building and will 
continue to supply the Project with landfill gas fuel under an 
amended gas purchase and supply agreement.  Under that agreement, 
Ecogas will sell gas to the Project at a price of approximately 
$.70 per million British Thermal Units of heat equivalent 
(escalating at 3.7% per year) plus an additional fixed payment, 
effective as of January 1, 1997, of $12,500 annually (escalated 
at 3.7% per year).  If the gas supplied is insufficient to 
operate the generators at assumed levels, the Partnership may 
take action to remedy the deficiency.  Further, in that instance 
Ecogas would be liable to the Partnership for damages of up to 
$3.1 million on a cumulative basis.  The gas supply agreement 
expires on the later of December 31, 2004 or the stated term of 
the power contract.  The landfill gas is produced from a landfill 
owned by the County of Orange, California, under a gas lease 
agreement that expires no earlier than the end of 2004.  The 
County is entitled to a royalty payable by GSF Energy, Inc.

	Congress has created a $3 per barrel of oil equivalent mcf 
tax credit as an incentive for burning landfill gas (with 
numerous exceptions and phase-outs).  The credit can only be 
obtained, however, by a seller of landfill gas to an unaffiliated 
generating facility.  Accordingly, neither the Trust nor its 
Investors are entitled to any tax credit for landfill gas.  The 
profitability of the gas collection system to Ecogas and thus 
possibly the supply of landfill gas to the Olinda Project is 
dependent upon whether the credit continues and whether Ecogas 
meets the credit's requirements.  To date, the Project has not 
incurred material detriment from a lack of performance by Ecogas.

     An affiliate of DQE operated the Project under an operations 
and maintenance agreement.  For the first five months of 1997, 
the base fees paid were $1,375,000 and incentive payments 
totalled an additional $85,000. The operations and maintenance 
agreement has been terminated and Ridgewood Power Management 
Corporation, an affiliate of the Trust's Managing Shareholder, 
operates the Project.  It will be reimbursed by the Partnership 
for its actual costs incurred and allocable overhead expenses but 
will not otherwise be compensated.

     Distributions from the Olinda Project to the Trust in 1997 
totalled $1,720,000.  Of that amount, $342,000 was attributable 
to the limited partnership interest purchased by the Trust in 
1995.  See Item 7 - Management's Discussion and Analysis of 
Results of Operation for a comparison with 1996 distributions.  
Until June 1, 1997, substantially all of the Trust's rights to 
distributions from its limited partnership interest in the Olinda 
Project would terminate at the end of 2004.  Therefore, until 
June 1, 1997 the Trust treated distributions in respect of that 
limited partnership interest in excess of the 15% annual return 
target as returns of capital.  Beginning June 1, 1997, the Trust 
beneficially owns the entire interest in the Project, and all 
distributions are being treated as revenues to the Trust.

     (ii)  Stillwater Project.  In October 1991, the Trust 
acquired certain equity rights with respect to a 3.5 megawatt 
(nominal capacity) hydroelectric facility which was then under 
construction on the Hudson River in the village of Stillwater, 
New York (approximately 30 miles northeast of Albany) at the site 
of a pre-existing 800 foot wide masonry dam structure (the 
"Stillwater Project") for a purchase price of $750,000.  The 
Stillwater Project commenced commercial operation in May 1993.

	The Trust and affiliates of the general contractor and 
affiliates of the equipment supplier formed Stillwater Hydro 
Partners, L.P. ("SHP") to continue development of the Stillwater 
Project. The Trust's total investment was $1,162,000.  Debt 
financing for the Project was provided by the CIT Group/Capital 
Equipment Financing Inc. ("CIT").  The CIT financing is a fixed 
rate 15-year term loan in the principal amount of approximately  
$8,995,000, with the final payment due in 2009.  In addition to 
the fixed interest payments, CIT is also entitled to receive, as 
additional interest, 22.5% of the available cash flow of the 
Stillwater Project.  The term loan is payable only by SHP, and is 
non-recourse to the Trust.  The projections furnished by SHP to 
CIT and the Trust indicated sufficient annual cash flow to permit 
SHP to meet its payment obligations to CIT and the Trust.

     The Trust now owns a fixed preferred partnership interest 
entitling it to aggregate distributions of $1 million, plus a 
compound annual return of 12% thereon until paid in full.  Over 
the nine year schedule of annual payments, the Trust was to 
receive total payments of approximately $1,720,000.  SHP is 
required to apply substantially all of SHP's available cash flow 
after funding of debt service (up to a maximum amount each year) 
to satisfy the payment obligation to the Trust, with any 
shortfalls to be carried forward with interest into subsequent 
years.  

	The Trust has only received a single partial payment of 
$126,000 in 1994 and does not expect to receive any additional 
payments for an indefinite period of time.  The Stillwater 
Project has been unable to earn sufficient cash flow to cover its 
fixed debt service obligations and to pay all of the 22.5% of 
available cash flow that CIT is entitled to.  The Project's 
revenues are dependent upon water levels in the Hudson River, 
which have fluctuated significantly in the last four years.  
During low flow periods, generation is curtailed.  The Project's 
ability to reach projected generation levels requires the use of 
flashboards during high water periods.  The flashboards are 
removable wood and metal planks that fit over spillways and that 
increase the level of the water behind the dam by up to two feet.  
The extra water height behind the dam increases the force of the 
water through the generation turbines and thus increases power 
output.  However, the flashboards as installed have consistently 
been ripped from their moorings by high water flows and floating 
debris, and they cannot be reinstalled during high water periods.  
Further, state environmental requirements limit the times during 
which repairs can be made.  As a result, power output during high 
flow periods has not reached projected levels.   In addition, the 
Project is unable to generate the full projected output of 3.5 
megawatts of electricity because of a design defect.  

	For these reasons, the Trust has reviewed the value of the 
Stillwater Project on the assumption that the Project will be 
able to meet debt service obligations to CIT as scheduled but 
that the Project will be unable to make any distributions to the 
Trust until the CIT loan is retired in 2009.  On those 
assumptions and discounting post-2009 payments at the rate of 18% 
per year, the Trust's investment in the Stillwater Project was 
revalued to $600,000 as of December 31, 1997 and the Trust 
recorded an investment writedown of $400,000.  

     Electricity generated by the Stillwater Project is sold to 
Niagara Mohawk Power Corporation under a long-term Power Contract 
with a remaining term of 30 years.   Although Niagara Mohawk has 
entered into a settlement with a number of independent power 
producers to buy out their Power Contracts, it has not made an 
offer to SHP. 

     (iii)  South Boston Project.   The Trust made an 
approximately $3.9 million equity investment (including without 
limitation construction costs and cash advances)in a 3 megawatt 
electrical generating facility that was constructed in an 
industrial park near South Boston, Halifax County, Virginia (the 
"South Boston Project" or "Lynchburg Project"). The facility used 
waste oil as its primary fuel source for three refurbished 
reciprocating diesel engine generators and also included a waste 
oil treatment facility. The Trust's investment covered all 
development and construction costs of the facility. As of 
December 31, 1997, the Trust had received approximately 
$4,385,000 in distributions from the South Boston Project, which 
includes $3.4 million of proceeds from the sale of the Power 
Contract described below. 

	In July 1995, Virginia Electric Power and Light Co. 
("VEPCO"), the utility which purchased electricity from the South 
Boston Project under a long-term Power Contract, sent a notice to 
the Trust purporting to cancel the Power Contract for alleged 
failures by the project to comply with the terms of the Power 
Contract.  After negotiations with VEPCO to rescind the notice 
proved unsuccessful, the Trust sued VEPCO in the Federal District 
Court for the Eastern District of Virginia to compel VEPCO to 
continue to honor the terms of the Power Contract.  On September 
15, 1995, the judge hearing the case entered an order in favor of 
the Trust compelling VEPCO to continue to honor the terms of the 
Power Contract.  VEPCO appealed the judge's decision but made 
payments under the Power Contract. 

     On January 17, 1997, the Trust and VEPCO settled the lawsuit 
and VEPCO paid the Trust's subsidiary $3,750,000 in cash and 
waived substantial capacity payments that might have been due to 
VEPCO in the event of an early termination of the Power Contract.  
The subsidiary surrendered the Power Contract to VEPCO and agreed 
to the entry of an order dismissing its lawsuit against VEPCO.  
The settlement permits the Trust or buyers of the Project to 
continue operating the generating station and the associated 
waste oil treatment plant, but not to sell electricity except to 
investor-owned electric utilities for resale or use outside 
VEPCO's service area or to meet the facility's own load.  The 
facility may be operated for non-generating purposes such as 
waste oil treatment. 

     The net proceeds from the settlement (after deduction of 
shutdown and other costs for the Project) and the return of 
security for a letter of credit were approximately $3.4 million, 
substantially all of which was used to purchase the remaining 
equity interest in the Olinda Project.

     The Trust shut down the South Boston Project in January 1997 
and sold it to an unaffiliated third party in December 1997 for a 
$700,000 promissory note secured by the Project property and the 
right to receive 2% of any future gross revenues from the 
Project.  The Fund also agreed to finance up to $125,000 of 
improvements to the Project to enhance its ability to process 
waste oil. 

	Additional information regarding the Projects is found in 
the Notes to the Financial Statements.

   	  (iv) Terminated Activities.  The Trust also was a partner 
in two project development and acquisition partnerships that were 
unsuccessful in consummating any transactions.  The Trust 
terminated participation in both in late 1994 and wrote off a 
total of $815,000 at that time.
 
     (3) Project Operation

     The success of a Project is dependent on the ability of the 
Project to perform efficiently under its Power Contract and is 
also dependent upon obtaining a necessary fuel supply at 
reasonable prices (or obtaining rights or licenses in the case of 
hydropower resources).  The Olinda Project has a long-term gas 
supply agreement providing for 100% of its requirements (subject 
to actual availability of landfill gas) at a fixed price 
escalated by 3.7% annually through the term.  The Stillwater 
Project has the necessary permits to use hydroelectric resources 
and thus may use those resources to the extent available.  Use of 
those resources is limited seasonally by the New York State 
Department of Environmental Conservation to protect fish spawning 
populations and river quality and is subject to unpredictable 
local drought and flood conditions. 

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

     The Managing Shareholder has organized Ridgewood Power 
Management Corporation ("RPMC") to provide operating management 
for facilities operated by its investment programs, and has 
assigned day-to-day management of the Olinda Project to RPMC.  
Like the Managing Shareholder, RPMC is wholly owned by Robert E. 
Swanson.  It entered into an "Operation Agreement," effective 
June 1, 1996, under which RPMC provides all management, 
purchasing, engineering, planning and administrative services for 
the Olinda Project.  These services are charged to the Project at 
RPMC's cost.   See Item 10 - Directors and Executive Officers of 
the Registrant and Item 13 - Certain Relationships and Related 
Transactions for further information regarding the Operation 
Agreement and RPMC and for the cost reimbursements received by 
RPMC. 

	The Stillwater Project is managed by its remaining equity 
partners and the Trust has no management responsibility for the 
Project.  

     Electricity produced by a Project is delivered to the 
electric utility purchaser through transmission lines and 
equipment that are built to interconnect with the utility's 
existing power grid.  The Power Contracts for the Projects 
require the utility to take all electricity generated up to the 
Projects' rated capacity and accordingly seasonal fluctuations in 
demand do not affect the Projects.  The price payable to the 
Olinda Project increases in daylight hours of the summer months 
when demand peaks, so the Trust attempts to perform maintenance 
during off-peak periods.  

     The technology involved in conventional power plant 
construction and operations as well as electric and heat energy 
transfers and sales is widely known throughout the world.  There 
are usually a variety of vendors seeking to supply the necessary 
equipment for any Project.  So far as the Trust is aware, there 
are no limitations or restrictions on the availability of any of 
the components which would be necessary to complete construction 
and commence operations of either Project.  Generally, working 
capital requirements are not a significant item for the Trust.  
See Item 7 - Management's Discussion and Analysis of Financial 
Condition and Results of Operations.

     Most Projects require a variety of permits, including zoning 
and environmental permits.  Such permits must usually be kept in 
force in order for a Project to continue its operations.  The 
Trust is currently updating air, water and storm water discharge 
permits for the Olinda Project and preparing a Title V 
application under the Clean Air Act Amendments of 1990.  If 
future environmental standards require that a Project spend 
increased amounts for compliance, such increased expenditures 
could have an adverse effect on the Trust to the extent it is a 
holder of such Project's equity securities. See Item 1(c)(6) -- 
Business-Narrative Description of Business -- Regulatory Matters.

     (4)  Developments Affecting Power Contracts.

	The Trust is somewhat insulated from recent deregulatory 
trends in the electric industry because the Olinda Project 
andStillwater Projects are Qualifying Facilities with long-term 
formula-price Power Contracts. Those Power Contracts now provide 
for rates in excess of current short-term rates for purchased 
power. There has been much speculation that in the course of 
deregulating the electric power industry, federal or state 
regulators or utilities would attempt to invalidate these power 
purchase contracts as a means of throwing some of the costs of 
deregulation on the owners of independent power plants.  

     To date, the Federal Energy Regulatory Commission and each 
state regulator that has addressed the issue have ruled that 
existing Power Contracts will not be affected by their 
deregulation initiatives.  The regulators have so far rejected 
the requests of a few utilities to invalidate existing Power 
Contracts. Instead, most state plans for deregulation of the 
electric power industry treat the value of long-term Power 
Contracts that are above current and anticipated market prices as 
"stranded costs" of the utilities. The utilities are to be 
allowed to recover those costs during a transition period.  This 
is typically done by imposing a transition fee or surcharge on 
rates that is paid to the utility. This alternative, which is 
being implemented in California, may reduce incentives to 
invalidate the Olinda Project's Power Contract.  In some states, 
utilities are being encouraged or ordered to issue bonds or other 
financial instruments to retire stranded cost assets or 
contracts, supported by transition charges.

     No action has yet been taken by federal or state legislators 
to date to impair Independent Power Projects' existing power 
sales contracts, and there are federal constitutional provisions 
restricting actions to impair existing contracts.  There can not 
be any assurance, however, that the rapid changes occurring in 
the industry and the economy as a whole would not cause 
regulators or legislative bodies to attempt to change the 
regulatory structure in ways harmful to Independent Power 
Projects or to attempt to impair existing contracts.  In 
particular, some regulatory agencies have urged utilities to 
construe Power Contracts strictly and to police Independent Power 
Projects compliance with those Power Contracts vigorously.  
Predicting the consequences of any legislative or regulatory 
action is inherently speculative and the effects of any action 
proposed or effected in the future may harm or help the Fund.  
Because of the consistent position of the regulatory authorities 
to date and the other factors discussed here, the Trust believes 
that so long as the Projects perform their obligations under the 
Power Contracts, it will be entitled to the benefits of those 
contracts.   

     In recent years, many electric utilities have attempted to 
exploit all possible means of terminating Power Contracts with 
independent power projects, including requests to regulatory 
agencies and alleging violations of even immaterial terms of the 
Power Contracts as justification for terminating those contracts. 
If such an attempt were to be made, the Trust might face material 
costs in contesting those utility actions.  As described above, 
this occurred at the Trust's former South Boston Project. 
Substantially all of the cost of litigation was voluntarily paid 
by the Managing Shareholder, but the Managing Shareholder has not 
agreed to pay litigation or dispute costs for any future dispute.

     Other utilities have from time to time made offers to 
purchase and terminate Power Contracts for lump sums.  As 
discussed above, Niagara Mohawk Power Corporation has done so for 
some other Qualifying Facilities.  No such offer has been 
suggested or made to the Trust for either the Olinda or 
Stillwater Project Power Contracts, although the Trust would 
entertain such an offer.

     Finally, the Power Contracts are subject to modification or 
rejection in the event that the utility purchaser enters 
bankruptcy.  There can be no assurance that the utility 
purchasers will stay out of bankruptcy.

     After the Power Contracts expire (in 2004 for Olinda and 
2028 for Stillwater) or terminate for other reasons, the Projects 
under currently anticipated conditions would be free to sell 
their output on the competitive electric supply market, either in 
spot, auction or short-term arrangements or under long-term 
contracts if those Power Contracts could be obtained.  There is 
no assurance that the Projects could sell their output or do so 
profitably.  The Trust is unable to anticipate whether the fuel 
cost advantages the Projects currently have as balanced against 
their relatively high costs of operation and maintenance would 
allow the Projects to operate profitably. 

	(5)  Competition

     The Olinda and Stillwater Projects, as described above, are 
not currently subject to competition because those Projects have 
entered into long-term agreements to sell their output at 
specified prices.  However, a particular Project could be subject 
to future competition to market its electricity output if its 
Power Contract expires or is terminated because of a default or 
failure to pay by the purchasing utility or other purchaser; due 
to bankruptcy or insolvency of the purchaser; because of the 
failure of a Project to comply with the terms of the Power 
Contract; regulatory changes; or other reasons.  The Olinda 
Project would then face significant competition to market its 
capacity and energy output in the newly developing competitive 
market in California and would face material cost pressures.  The 
process of deregulation in New York, where the Stillwater Project 
is located, is still uncertain and it is difficult to estimate 
the level of marketing competition that it would face in any such 
event.

     (6)  Regulatory Matters.

     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 wide 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.  Since the Trust operates as a "business 
development company" under the 1940 Act, it is also subject to 
provisions of that act pertaining to such companies.

     (i)  Energy Regulation.

     (A)  PURPA.  The enactment in 1978 of PURPA and the adoption 
of regulations thereunder by FERC provided incentives for the 
development of cogeneration facilities and small power production 
facilities meeting certain criteria.  Qualifying Facilities under 
PURPA are generally exempt from the provisions of the Public 
Utility Holding Company Act of 1935, as amended (the "Holding 
Company Act"), the Federal Power Act, as amended (the "FPA"), 
and, except under certain limited circumstances, state laws 
regarding rate or financial regulation.  In order to be a 
Qualifying Facility, 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 more than 50% owned by an electric utility or 
electric utility holding company.  Other types of Independent 
Power Projects, known as "small power production facilities," can 
be Qualifying Facilities if they meet regulations respecting 
maximum size (in certain cases), primary energy source and 
utility ownership.  Recent federal legislation has eliminated the 
maximum size requirement for solar, wind, waste and geothermal 
small power production facilities (but not for hydroelectric or 
biomass) for a fixed period of time.

     In addition, PURPA requires electric utilities to purchase 
electricity generated by Qualifying Facilities at a price equal 
to the purchasing utility's full "avoided cost" and to sell back-
up power to Qualifying Facilities on a non-discriminatory basis.  
Avoided costs are defined by PURPA as the "incremental costs to 
the electric utility of electric energy or capacity or both 
which, but for the purchase from the Qualifying Facility or 
Qualifying Facilities, such utility would generate itself or 
purchase from another source."  While public utilities are not 
required by PURPA to enter into long-term Power Contracts to meet 
their obligations to purchase from Qualifying Facilities, PURPA 
helped to create a regulatory environment in which it was more 
common for such contracts to be negotiated until recent years.

     The exemptions from extensive federal and state regulation 
afforded by PURPA to Qualifying Facilities are important to the 
Trust and its competitors.  The Trust believes that each of its 
Projects is a Qualifying Facility.  If a Project loses its 
Qualifying Facility 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 (which are 
generally substantially below the Power Contract rates) 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 and created an exemption for electric 
utilities, electric utility holding companies and other 
independent power producers from certain restrictions imposed by 
the Holding Company Act.  The Trust's Projects will not be 
directly affected by the 1992 Energy Act unless they were to 
attempt to sell electricity to another customer rather than under 
the Power Contracts.  The Trust does not anticipate that that 
would happen. 

     (C)  The Federal Power Act.  The FPA grants FERC exclusive 
rate-making jurisdiction over wholesale sales of electricity in 
interstate commerce.  Again, this will not affect the Trust's 
Projects unless they were to attempt sales to other customers. 

     (D)  State Regulation.  The Trust's Projects are not subject 
to material state economic regulation except for requirements in 
California and New York to supply the purchasing utility with 
information to confirm compliance with Qualifying Facility fuel 
use and efficiency requirements and to make the Projects 
available for audit and inspection to confirm Qualifying Facility 
compliance.  The Olinda Project as operated by the Trust complies 
with these requirements and the Trust believes that both the 
Olinda and Stillwater Projects meet Qualifying Facility 
standards.  States also have authority to regulate certain 
environmental, health and siting aspects of Qualifying 
Facilities.

     (ii)  Environmental Regulation.

     The operation of Independent Power Projects and the 
exploitation of natural resource properties are subject to 
extensive federal, state and local laws and regulations adopted 
for the protection of human health and the environment and to 
regulate land use.  The laws and regulations applicable to the 
Trust and Projects in which it invests primarily involve the 
discharge of emissions into the water and air and the disposal of 
waste, but also include wetlands preservation, fisheries 
protection (at the Stillwater Project) and noise regulation.  
These laws and regulations in many cases require a lengthy and 
complex process of renewing or obtaining licenses, permits and 
approvals from federal, state and local agencies.  Obtaining 
necessary approvals regarding the discharge of emissions into the 
air is critical to 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 the requirements of each jurisdiction with 
authority over a Project may require extensive modifications to 
existing Projects.

     The Clean Air Act Amendments of 1990 contain provisions 
which regulate the amount of sulfur dioxide and oxides of 
nitrogen which may be emitted by the Olinda Project.  The 
Stillwater Project, which is a hydroelectric plant, does not burn 
fuel.  These emissions may be a cause of "acid rain."  The Olinda 
Project, which is fueled by landfill gas, does emit some sulfur 
dioxide and nitrogen oxides, but to the extent its fuel is 
methane, it is not expected to be materially burdened by the acid 
rain provisions of the Clean Air Act Amendments.

     In any case, Qualifying Facilities are currently exempt from 
the acid rain control program of the Clean Air Act Amendments.  
Non-Qualifying Facility Projects will require "allowances" to 
emit sulfur dioxide after the year 2000.  Under the Amendments, 
these allowances may be purchased from utility companies then 
entitled to emit sulfur dioxide or from the Environmental 
Protection Agency ("EPA").  Further, an Independent Power Project 
subject to the requirements has a priority over utilities in 
obtaining allowances directly from the EPA if (a) it is a new 
facility or unit used to generate electricity; (b) 80% or more of 
its output is sold at wholesale; (c) it does not generate 
electricity sold to affiliates (as determined under the Holding 
Company Act) of the owner or operator (unless the affiliate 
cannot provide allowances in certain cases) and (d) it is non-
recourse project-financed.  The market price of an allowance 
cannot be predicted with certainty at this time and there is no 
assurance that a broad market for those allowances will develop 
or continue, although efforts have been made by certain 
commodities exchanges to create a market. 

     Title IV of the Clean Air Act Amendments requires 
significant reductions in nitrogen oxide emissions from power 
plants.  The first set of standards became applicable in 1996 for 
large-scale steam boilers and large coal and oil-fired plants.  
The standards require reductions of 25% to 50% in nitrogen oxide 
emissions.  Standards for other large generating plants become 
effective in 2000 and would require 40% to 50% reductions. States 
are imposing additional restrictions.  Nitrogen oxide emissions 
can be particularly difficult or expensive to reduce because 
nitrogen oxides are produced at higher operating temperatures, 
while plant efficiencies tend to increase with operating 
temperatures.  Although engines of the size used at the Olinda 
Project are currently not subject to the new Title IV 
requirements, the Trust anticipates that eventually additional 
nitrogen oxide regulations may be applied to the Olinda Project.  
Those might materially increase the operating costs of generating 
plants.

     In July 1997 the Environmental Protection Agency adopted 
more stringent standards for levels of ozone and small 
particulate matter (particles less than 25 microns in diameter) 
in geographic areas.  These new standards may cause the area in 
which the Olinda Project is located to be classified as a non-
attainment area.  If so, California might be required to impose 
additional requirements for industries to reduce emissions of 
ozone-forming pollutants (in particular, nitrogen oxides) if its 
existing requirements are inadequate.  It is uncertain whether or 
how any reductions would be applied to small facilities such as 
the Olinda Project.  If reductions were required, the Trust might 
have to make significant capital investments to install new 
control technology or might have to reduce operations.  Nitrogen 
oxide reductions can be difficult to achieve with add-on 
equipment and often require decreases in operating efficiency, 
both of which could cause material cost to the Trust.  It is not 
possible at this time to estimate whether or not any potential 
regulatory changes would materially affect the Trust.

	Title V of the Clean Air Act Amendments requires states to 
create a new, ongoing licensing system for existing sources of 
air emissions.  The Trust is currently preparing an application 
under Title V for the Olinda Project.  The Title V requirements 
are not currently materially different from the Project's 
existing limitations but the process of preparing the application 
is time-consuming and extremely technical.  

     The Clean Air Act Amendments empower states to impose annual 
operating permit fees of at least $25 per ton of regulated 
pollutants emitted up to $100,000 per pollutant.  
To date, no state in which the Trust operates has done so.  If a 
state were to do so, such fees might have a material effect on 
the Trust's costs of generation, in light of the relatively small 
size of the Trust's facilities as opposed to large utility 
generation plants that might benefit from the cap on fees.

     The Trust's Projects must comply with many federal and state 
laws and regulations governing wastewater and stormwater 
discharges from the Projects.  These are generally enforced by 
states under "NPDES" permits for point sources of discharges and 
by stormwater permits.  The Olinda Project is currently revising 
its stormwater discharge permit application but does not 
anticipate material adverse action.  Under the Clean Water Act, 
NPDES 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 Projects use 
closed-loop engine cooling systems which do not require large 
discharges of coolant except for periodic flushing to local sewer 
systems under permit and do not make other material discharges. 

     In 1998, the Trust's Projects will become subject to the 
reporting requirements of the Emergency Planning and Community 
Right-to-Know Act that require the Projects to prepare toxic 
release inventory release forms.  These forms will list all toxic 
substances on site that are used in excess of threshold levels so 
as to allow governmental agencies and the public to learn about 
the presence of those substances and to assess potential hazards 
and hazard responses.  The Trust does not anticipate that this 
will result in any material adverse effect on it.  

     Based on current trends, the Managing Shareholder expects 
that environmental and land use regulation will become more 
stringent.  The Trust and the Managing Shareholder have developed 
limited expertise and experience in obtaining necessary licenses, 
permits and approvals.  The Trust will rely upon co-owners of the 
Stillwater Project and as to all Projects on qualified 
environmental consultants and environmental counsel retained by 
it to assist in evaluating the status of Projects regarding such 
matters.

     (iii)  The 1940 Act.

     Since its Shares are registered under the 1934 Act, the 
Trust is required to file with the Commission certain periodic 
reports (such as Forms 10-K (annual report), 10-Q (quarterly 
report) and 8-K (current reports of significant events) and to be 
subject to the proxy rules and other regulatory requirements of 
that act that are applicable to the Trust.  The Trust has no 
intention to and will not permit the creation of any form of a 
trading market in the Shares in connection with this 
registration.

     On May 26, 1994, the Trust notified the Securities and 
Exchange Commission (the "Commission") of its election to be a 
"business development company" and registered its Shares under 
the 1934 Act.  On June 25, 1994, the election and registration 
became effective.  As a "business development company," the Trust 
is a closed-end company (defined by the 1940 Act as a company 
that does not offer for sale or have outstanding any redeemable 
security) that is regulated under the 1940 Act only as a business 
development company.  The act contains prohibitions and 
restrictions on transactions between business development 
companies and their affiliates as defined in that act, and 
requires that a majority of the board of the company be persons 
other than "interested persons" as defined in the act.  The Board 
of the Trust is comprised of Ridgewood Power and two individuals, 
John C. Belknap and Dr. Richard D. Propper, who also serve as 
independent trustees of Ridgewood Electric Power Trust IV, a 
business development company sponsored by the Managing 
Shareholder, but who are not otherwise affiliated with the Trust, 
Ridgewood Power or any of their affiliates.  See Item 10 -- 
Directors and Executive Officers of the Registrant below.  

     Under the 1940 Act, Commission approval is required for 
certain transactions involving certain closely affiliated persons 
of business development companies, including many transactions 
with the Managing Shareholder and the other investment programs 
sponsored by the Managing Shareholder.  There can be no assurance 
that such approval, if required, would be obtained.  In addition, 
a business development company may not change the nature of its 
business so as to cease to be, or to withdraw its election as, a 
business development company unless authorized to do so by at 
least a majority vote of its outstanding voting securities.

     The 1940 Act restricts the kind of investments a business 
development company may make.  A business development company may 
not acquire any asset other than a "Qualifying Asset" unless, at 
the time the acquisition is made, Qualifying Assets comprise at 
least 70% of the company's total assets by value.  The principal 
categories of Qualifying Assets that are relevant to the Trust's 
activities are:

     (A)  Securities issued by "eligible portfolio companies" 
that are purchased by the Trust from the issuer in a transaction 
not involving any public offering (i.e., private placements of 
securities).  An "eligible portfolio company" (1) must be 
organized under the laws of the United States or a state and have 
its principal place of business in the United States; (2) may not 
be an investment company other than a small business investment 
company licensed by the Small Business Administration and wholly-
owned by the Trust and (3) may not have issued any class of 
securities that may be used to obtain margin credit from a broker 
or dealer in securities.  The last requirement essentially 
excludes all issuers that have securities listed on an exchange 
or quoted on the National Association of Securities Dealers, 
Inc.'s national market system, along with other companies 
designated by the Federal Reserve Board.  The Olinda and 
Stillwater Projects are Qualifying Assets under this provision.  

     (B)  Securities received in exchange for or distributed on 
or with respect to securities described in paragraph (A) above, 
or on the exercise of options, warrants or rights relating to 
those securities.

     (C)  Cash, cash items, U.S. Government securities or high 
quality debt securities maturing not more than one year after the 
date of investment.

     A business development company must make available 
"significant managerial assistance" to the issuers of Qualifying 
Assets described in paragraphs (A) and (B) above, which may 
include without limitation arrangements by which the business 
development company (through its directors, officers or 
employees) offers to provide (and, if accepted, provides) 
significant guidance and counsel concerning the issuer's 
management, operation or business objectives and policies.

     A business development company also must be organized under 
the laws of the United States or a state, have its principal 
place of business in the United States and have as its purpose 
the making of investments in Qualifying Assets described in 
paragraph (A) above.

     The Managing Shareholder believes that it may no longer be 
necessary for the Trust to continue its status as a business 
development company, because of the Managing Shareholder's active 
involvement in operating Projects through the Trust and other 
investment programs. Although the Managing Shareholder believes 
it would be beneficial to the Trust to end the election and 
reduce costs of legal compliance that do not contribute to 
income, the process of withdrawing the business development 
company election requires a proxy solicitation and a special vote 
of investors, which is also costly.  Accordingly, the Managing 
Shareholder does not intend at this time to request the 
Investors' consent to withdrawing the business development 
company election.  Any change in the Trust's status will be 
effected only with the Investors' consent.

     As required by the business development company election, 
the Trust's Shares are currently registered under the 1934 Act, 
which requires the Trust to make periodic reports to the 
Securities and Exchange Commission, to comply with proxy 
solicitation and insider trading restrictions and to take other 
actions required of most publicly traded companies. The Trust 
currently has 218 Investors of record, which is less than the 
minimum number (300) that would require the Trust to maintain 
registration if the Trust were not a business development 
company.  Because the Trust is not currently withdrawing its 
business development company election, it will continue to be 
required to be registered and report under the 1934 Act.

     (iv)  Potential Legislation and Regulation.

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

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

     The Trust has invested in Projects located in California, 
New York and Virginia and has no foreign operations.

(e)     Employees.

     The employees of the Olinda Project are employed by RPMC, 
the Trust is administered by the Managing Shareholder and 
accordingly the Trust has no employees.  The persons described 
below at Item 10 -- Directors and Executive Officers of the 
Registrant serve as executive officers of the Trust and have the 
duties and powers usually applicable to similar officers of a 
Delaware corporation in carrying out the Trust business.

Item 2.  Properties.

     Pursuant to the Management Agreement between the Trust and 
the Managing Shareholder (described at Item 10(c) -- Directors 
and Executive Officers -- Management Agreement), the Managing 
Shareholder provides the Trust with office space at the Managing 
Shareholder's principal office at The Ridgewood Commons, 947 
Linwood Avenue, Ridgewood, New Jersey 07450.  

     The following table shows the material properties (relating 
to Projects) owned or leased by the Trust's subsidiaries or 
partnerships in which the Trust has an interest.  All of the 
Projects are described in further detail at Item 1(c)(2).

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


Olinda   Olinda,    Leased     2004          2        6,000          Landfill
        California                                                   gas-fired 
                                                                     generating 
                                                                     facility

Still- Stillwater,  Leased     2029          .75        N/A             Hydro-
water   New York    and                                               electric 
                   Licensed                                             plant

Item 3.  Legal Proceedings.

     The litigation between the Trust's subsidiary and VEPCO with 
respect to the South Boston Project's long-term Power Contract, 
and the January 1997 settlement of that litigation, are described 
at Item 1(c)(2)(iii) -Business - Narrative Description of 
Business - South Boston Project. 

     In December 1993, a subsidiary of the Trust engaged 
Blackhawk Management Group, Incorporated, a North Carolina 
corporation ("Blackhawk") whose sole owner and employee was the 
original developer of the South Boston Project, to manage that 
Project under contract.  On June 9, 1994, the subsidiary 
terminated the management contract for material breach and 
inequitable conduct by Blackhawk, which then sued in the Circuit 
Court of Halifax County, Virginia one year later on June 8, 1995.  
The action claimed breach of contract by the Trust's subsidiary 
and claimed compensatory damages of $3 million and punitive 
damages of $1 million.  The subsidiary removed the action to the 
United States District Court for the Western District of 
Virginia, Danville Division.  In July 1997, the court granted 
summary judgment to the Trust's subsidiary on all counts.  The 
decision was not appealed and is final.  

     From time to time, the Trust and its subsidiaries are 
engaged in ordinary legal proceedings incident to the normal 
course of their businesses which primarily involve claims for 
damages, or other immaterial actions.

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

     The Trust did not submit any matters to a vote of the 
Investors during the fourth quarter of 1997.

PART II

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

(a)  Market Information.  

     The Trust has 105.5 Investor Shares of beneficial interest 
in the Trust resulting from the merger with the Partnership which 
was effective on June 15, 1994.  There is currently no 
established public trading market for the Investor Shares and the 
Trust does not intend to allow a public trading market to 
develop.  As of the date of this 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 and the Trust has no intention 
to make any public offering of its 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 they are held by persons in a control 
relationship with the Trust. Investors wishing to transfer Shares 
should also consider the applicability of state securities laws.  
The Investor Shares have not been and are not expected to be 
registered under the Securities Act of 1933, as amended (the 
"1933 Act"), or under any other similar law of any state (except 
for certain registrations that do not permit free resale) in 
reliance upon what the Trust believes to be exemptions from the 
registration requirements contained therein.  Because the 
Investor Shares have not been registered, they are "restricted 
securities" as defined in Rule 144 under the 1933 Act. 

     The Managing Shareholder is considering the possibility of a 
combination of the Trust and four subsequent investment programs 
sponsored by the Managing Shareholder (Ridgewood Electric Power 
Trusts II through V) into a publicly traded entity.  This would 
require the approval of the Investors in the Trust and the other 
programs after proxy solicitations complying with requirements of 
the Securities and Exchange Commission, compliance with the 
"rollup" rules of the Securities and Exchange Commission and 
other regulations, and a change in the federal income tax status 
of the Trust from a partnership (which is not subject to tax) to 
a corporation.  The process of considering and effecting a 
combination, if the decision is made to do so, will be very 
lengthy.  There is no assurance that the Managing Shareholder 
will recommend a combination, that the Investors of the Trust or 
other programs will approve it, that economic conditions or the 
business results of the participants will be favorable for a 
combination, that the combination will be effected or that the 
economic results of a combination, if effected, will be favorable 
to the Investors of the Trust or other programs.  

(b)  Holders.

     As of the date of this Form 10-K, there are 218 record 
holders of Investor Shares.

(c)  Dividends.

     The Trust made distributions as follows for the years 1996 
and 1997: 
				              Year ended      Year ended  
                                     December 31,     December 31,
                                          1997           1996      
Total distributions to Investors       $919,012        $800,512     
Distributions per Investor Share          8,711           7,588 
Total distributions to
 Managing Shareholder                     9,283           8,086   

     While the Trust expects to make monthly distributions, the 
Trust's ability to make future distributions to the Investors and 
their timing will depend on the net cash flow of the Trust and 
retention of reasonable reserves as determined by the Trust to 
cover its anticipated expenses.

     Subject to the other factors described in this Annual Report 
on Form 10-K, the Trust's goal is to provide Investors with 
annual distributions of net cash flow, as defined in the 
Declaration of Trust, of 15% of their Capital Contributions to 
the Trust.  The Trust's cash flow comes primarily from 
distributions from Projects.  Those distributions are from cash 
flow of the Projects, which includes income of Projects plus 
funds representing depreciation and amortization charges taken by 
the Projects. Nevertheless, because the Projects are not 
consolidated with the Trust for accounting purposes, all funds 
received from Projects after June 1, 1997 are considered to be 
revenue to the Trust for accounting purposes.  Distributions may 
also include cash released from operating or debt service 
reserves, or for periods before June 1, 1997 at the Olinda 
Project, amounts treated as a return of investment capital.  
Investors should be aware that the Trust is organized to return 
net cash flow rather than accounting income to Investors.

Item 6.  Selected Financial Data. 

     The following data is qualified in its entirety by the 
financial statements presented elsewhere in this Annual Report on 
Form 10-K.

<TABLE>
<CAPTION>
Selected                 As of and     As of and       As of and        As of and      As of and
Financial               for the year  for the year    for the year    for the year   for the year 
Data                       ended        ended           ended            ended          ended
                       December 31,   December 31,    December 31,    December 31,   December 31,
                           1997          1996            1995             1994           1993
Total Fund Information:
<S>                     <C>          <C>            <C>              <C>            <C>        
Net operating revenues  $ 1,851,763    $609,537        $552,769       $1,014,963       $100,227
Net income (loss)         1,316,797     496,802       $ 418,417         ($46,821)     ($367,179)
Net assets (share-
 holders' equity)         6,993,143   6,604,641      $6,916,437       $7,352,807     $8,143,360
Investments in power
 generation limited
 partnerships             6,730,334   7,177,875      $7,207,846       $7,159,755     $4,643,752
Total assets             $7,882,834  $7,505,197      $7,531,306       $7,469,945     $8,184,663
Per Investor Share
  Revenues                  $18,398      $5,778          $5,240           $9,621           $941
  Expenses                    5,917       1,069          $1,273         $(10,064)       $(4,386)
  Net income (loss)          12,481       4,709          $3,966            $(443)       $(3,446)
  Net asset value            66,286     $62,832         $65,559          $69,695        $77,188

</TABLE>

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

Introduction
     The following discussion and analysis should be read in 
conjunction with the Trust's financial statements and the notes 
thereto presented elsewhere herein. The Trust's 
financial statements are prepared under generally accepted 
accounting principles applicable to business development 
companies.  Accordingly, the Trust carries its investment in the 
Projects it owns at fair value and does not consolidate its 
financial statements with the financial statements of the 
Projects.  Revenue is recorded by the Trust as cash distributions 
are declared by the Projects.  Trust revenues may fluctuate from 
period to period depending on the operating cash flow generated 
by the Projects and the amount of cash retained to fund capital 
expenditures.  Dollar amounts in this discussion are generally 
rounded to the nearest $1,000.

Outlook
     The U.S. electricity markets are being restructured and 
there is a trend away from regulated electricity systems towards 
deregulated, competitive market structures.  The States that the 
Trust's Projects operate in have passed or are considering new 
legislation that would permit utility customers to choose their 
electricity supplier in a competitive electricity market.  The 
Olinda and Stillwater Projects are "Qualified Facilities" as 
defined under the Public Utility Regulatory Policies Act of 1978 
and currently sell their electric output to utilities under long-
term contracts expiring in 2004 and 2029, respectively.  During 
the term of the contracts, the utilities may or may not attempt 
to buy out the contracts prior to expiration.  At the end of the 
contracts, the Projects will become merchant plants and may be 
able to sell the electric output at then current market prices.  
There can be no assurance that future market prices will be 
sufficient to allow the Trust's Projects to operate profitably.

     It is difficult to predict future revenues from the 
Stillwater Project; however, it is unlikely that distributions to 
the Trust will resume from the Project in 1998.

     Additional trends affecting the independent power industry 
generally are described at Item 1 - Business.  

Results of Operations  
Year ended December 31, 1997 compared to year ended December 
31, 1996

     The 1997 investment activity of the Trust resulted from RW 
Power Partners, L.P.'s ("RWPP") receipt of $3,750,000 in cash for 
the settlement of the litigation with Virginia Electric Power 
Company ("VEPCO") involving the South Boston Project (described 
at Part I - Item 3 - Legal Proceedings), the related shutdown of 
the Project at the beginning of 1997 and the sale of the Project 
at the end of 1997.  The VEPCO settlement proceeds were used to 
repay $391,000 of RWPP's intercompany payables and $3,237,000 was 
distributed to the Trust.  An additional $154,000 was distributed 
to the Trust upon the return to RWPP of a deposit securing a 
letter of credit and other revenues of RWPP.  The Trust used a 
substantial portion of the RWPP distribution to acquire 
additional partnership interests in Brea Power Partners, L.P. 
("Brea"), which owns the Olinda Project, a landfill gas-fueled 
electric generating station, located in Orange County, 
California.  As a result of the acquisition, the Trust owns 100% 
of Brea and is the operator of the Olinda Project.
     Total revenue increased 218.2% to $1,941,000 in 1997 from 
$610,000 in 1996, primarily due to a 331.1% increase in income 
from the Olinda Project of $1,720,000 in 1997 from $399,000 in 
1996.  On June 1, 1997, the Trust increased its investment in the 
Olinda Project from a 15% cumulative priority return on its 
original investment of $3,103,000 to 100% ownership.  The 
investment was increased prior to the peak earnings period of 
June through September when the Project generates approximately 
45% of its annual cash flow from operations.  The increase in 
revenue from the Olinda Project was partially offset by a 
decrease in revenue from the South Boston Project to $132,000 in 
1997 as compared to $208,000 in 1996.  Although the Trust 
received distributions of $3,391,000 in 1997, primarily as a 
result of the VEPCO settlement, $3,237,000 was recorded as a 
reduction in the Trust's investment in South Boston.  

     The South Boston Project assets were sold in December 1997 
for $782,000, which was received in the form of an 8%, seven year 
promissory note, secured by the Project's assets.  The sales 
price was $491,000 in excess of the South Boston net book value 
of $291,000.  Due to uncertainty surrounding the collectability 
of the note, no income will be recorded by the Trust until the 
promissory note payments are collected and distributed to the 
Trust.  Interest and dividend income increased to $89,000 in 1997 
as compared to $3,000 in 1996.  The increase resulted from 
investment interest on higher balances of cash and cash 
equivalents in 1997 as compared to 1996.

     Total expenses increased by $511,000 (452.2%) to $624,000 in 
1997 from $113,000 in 1996.  In the fourth quarter of 1997, the 
Trust wrote down its $1,000,000 investment in the Stillwater 
Project by $400,000 to its net realizable value of $600,000.  
Project cash flows from operating activities at Stillwater have 
been applied to service project debt which is senior to the 
amount due to the Trust.  Accounting and legal fees increased 
$88,000 (183.3%) to $136,000 in 1997 from $48,000 in 1996 due to 
legal fees relating to the VEPCO settlement.  Management fee 
expense increased $18,000 (36.7%) to $67,000 in 1997 from $49,000 
in 1996 due to the Managing Shareholder's decision not to waive 
any management fees in 1997.  All other 1997 Trust expenses were 
comparable to those of 1996.

Year ended December 31, 1996 compared to year ended December 
31, 1995

Net income for 1996 was $497,000, a $78,000 (18.9%) increase from 
the 1995 level.  The improvement was caused primarily by a 
$45,000 increase in distributions from the South Boston Project 
and the waiver by the Managing Shareholder of a portion of its 
management fees in 1996.

Total revenue for 1996 increased by $57,000 (10.3%), reflecting 
increased distributions from the South Boston Project as demands 
on cash flow for the construction and start-up of the waste oil 
plant ended.  Revenue from the Olinda Project decreased by 
$20,000, reflecting the decline in the investment base used to 
calculate the Trust's 15% preferred return from the Olinda 
Project.  

Expenses for 1996 were $21,000 (16.1%) less than in 1995 
($113,000 vs. $134,000), primarily as the result of a decision by 
the Managing Shareholder in April 1996 to waive a portion of its 
annual management fee of 1% of net assets, which reduced that fee 
by $38,000 from 1995 to 1996.  During 1996, the Managing 
Shareholder funded the legal costs of the VEPCO litigation 
involving the South Boston Project, which are not included in the 
Trust's expenses for 1996.

Liquidity and Capital Resources

In 1997, the average balance of cash and cash equivalents 
significantly increased.  Two transactions significantly affected 
the Trust's cash position.  In the first quarter of 1997, the 
South Boston Project received $3,750,000 in the VEPCO litigation 
settlement.  The Trust received a cash distribution totalling 
$3,391,000 from the South Boston Project and received repayment 
of a $391,000 advance to the South Boston Project.  The Trust 
used $752,000 of the cash to repay amounts previously borrowed 
from the Managing Shareholder and other affiliates.  In the 
second quarter of 1997, the Trust purchased additional 
partnership interests in Brea. The purchase price was $2,814,000 
and the Trust now owns 100% of the Olinda Project.  In the second 
half of 1997, the Trust invested an additional $662,000 in Brea 
for working capital.
On June 6, 1997, Brea entered into a revolving credit agreement 
with Fleet Bank, N.A. (the "Bank") whereby the Bank provided a 
five year committed line of credit facility of $750,000 which 
decreases by $100,000 on each anniversary of the facility.  
Outstanding borrowings bear interest at the Bank's prime rate or, 
at Brea's choice, at LIBOR plus 2.5%.  At December 31, 1997, 
there were no borrowings outstanding under the credit facility.  
The credit agreement requires Brea to maintain a ratio of total 
debt to tangible net worth of no more than 1 to 1.  The Trust 
guaranteed the obligations of Brea under the credit facility.
Other than investments of available cash in power generation 
Projects, obligations of the Trust are generally limited to 
making distributions to shareholders of available operating cash 
flow generated by its investments, payment of the management fee 
to the Managing Shareholder and payment of certain accounting and 
legal services to third parties.  The Trust's policy is to 
distribute to shareholders as much cash as is prudent.  
Accordingly, the Trust has not found it necessary to retain a 
material amount of working capital.
Financial instruments

     The Trust's investments in financial instruments are short-
term investments of working capital or excess cash.  The Trust's 
short-term investments are limited by its Declaration of Trust to 
investments in United States government and agency securities or 
to obligations of banks having at least $5 billion in assets.  
Currently the Trust invests only in bank obligations of Fleet 
Bank, N.A.  Because the Trust invests only in short-term 
instruments for cash management, its exposure to interest rate 
changes is low.

Year 2000 Remediation.

     The Managing Shareholder and its affiliates began year 2000 
review and planning in early 1997.  After initial remediation was 
completed, a more intensive review discovered additional issues 
and the Managing Shareholder began a formal remediation program 
in mid 1997.  The Managing Shareholder has assessed problems, has 
a written plan for remediation and is implementing the plan on 
schedule.  

     The accounting, network and financial packages for the 
Ridgewood companies are basically off-the-shelf packages that 
will be remediated, where necessary, by obtaining patches or 
updated versions.  The Managing Shareholder expects that updating 
will be complete before the end of 1998 with ample time for 
implementation, testing and custom changes to some modifications 
made by Ridgewood to those programs.  

     The marketing and investor relations functions rely on 
custom-written software and the Managing Shareholder has hired a 
specialist to remedy that software. The year 2000 changes in the 
distribution system, which is used to send checks to Investors, 
have been completed and are being tested.  The effort is on 
schedule to complete remediation and testing by December 31, 1998 
and the Managing Shareholder believes that all material systems 
will be year 2000 compliant by early 1999.  Some systems are 
being remediated using the "sliding window" technique.  Although 
this will allow compliance for several years beyond the year 
2000, eventually those systems will have to be rewritten again or 
replaced.

     The Managing Shareholder and its affiliates do not 
significantly rely on computer input from suppliers and customers 
and thus are not directly affected by other companies' year 2000 
compliance.  However, if customers' payment systems or suppliers' 
systems were adversely affected by year 2000 problems, the Trust 
could be affected.  Because the Trust and the Managing 
Shareholder are extremely small relative to the size of their 
material customers and suppliers and are paid or supplied using 
the same systems as larger companies, requests for written 
assurances of compliance from those customers are not cost-
effective.

     Although the total cost associated with year 2000 compliance 
is not yet determined, the Trust does not believe that the costs 
will be material to its financial position or results of 
operation.

Item 8.  Financial Statements and Supplementary Data.

Index to Financial Statements

Report of Independent Accountants                      F-2     
Balance Sheet at December 31, 1997 and 1996            F-3 
Statement of Operations for the three years ended      
  December 31, 1997                                    F-4
Statement of Changes in Shareholders' Equity    
  for the three years ended December 31, 1997          F-5     
Statement of Cash Flows for the three years    
  ended December 31, 1997                              F-6     
Notes to Financial Statements                   F-7 to F-14

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

     The financial statements are presented in accordance with 
generally accepted accounting principles and Securities and 
Exchange Commission positions applicable to business investment 
companies, which require the Trust's investments in Projects to 
be presented on the cash method, rather than on the equity 
method.  

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

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

PART III

Item 10.  Directors and Executive Officers of the Registrant.

(a)  General.

     As Managing Shareholder of the Trust, Ridgewood Power 
Corporation has direct and exclusive discretion in management and 
control of the affairs of the Trust (subject to the general 
supervision and review of the Independent Trustees and the 
Managing Shareholder acting together as the Board of the Trust).  
The Managing Shareholder will be entitled to resign as Managing 
Shareholder of the Trust only (i) with cause (which cause does 
not include the fact or determination that continued service 
would be unprofitable to the Managing Shareholder) or (ii) 
without cause with the consent of a majority in interest of the 
Investors.  It may be removed from its capacity as Managing 
Shareholder as provided in the Declaration.

     Ridgewood Energy Holding Corporation ("Ridgewood Holding"), 
a Delaware corporation incorporated in April 1992, is the 
Corporate Trustee of the Trust.

(b)  Managing Shareholder.

     The Managing Shareholder was incorporated in February 1991 
as a Delaware corporation for the primary purpose of acting as a 
managing shareholder of business trusts and as a managing general 
partner of limited partnerships which are organized to 
participate in the development, construction and ownership of 
Independent Power Projects.

     The Managing Shareholder has also organized Ridgewood 
Electric Power Trust II ("Ridgewood Power II"), Ridgewood 
Electric Power Trust III ("Ridgewood Power III"), Ridgewood 
Electric Power Trust IV ("Ridgewood Power IV"), Ridgewood 
Electric Power Trust V ("Ridgewood Power V") and The Ridgewood 
Power Growth Fund (the "Growth Fund") as Delaware business trusts 
to participate in the independent power industry  The business 
objectives of the five other trusts (the "Prior Programs") are 
similar to those of the Trust.

     The Managing Shareholder is an affiliate of Ridgewood Energy 
Corporation ("Ridgewood Energy") which has organized and operated 
46 limited partnership funds and one business trust over the last 
16 years (of which 25 have terminated) and which had total 
capital contributions in excess of $190 million.  The programs 
operated by Ridgewood Energy have invested in oil and natural gas 
drilling and completion and other related activities. Other 
affiliates of the Managing Shareholder include Ridgewood 
Securities Corporation ("Ridgewood Securities"), an NASD member 
which has been the placement agent for the private placement 
offerings of the six trusts sponsored by the Managing Shareholder 
and the funds sponsored by Ridgewood Energy; Ridgewood Power 
Capital Corporation ("Ridgewood Capital"), organized in 1998, 
which assists in offerings made by the Managing Shareholder; and 
Ridgewood Power VI Corporation ("Power VI Corp."), which is a 
managing shareholder of the Growth Fund and RPMC.  Each of these 
corporations is wholly owned by Robert E. Swanson, who is their 
sole director.

     Robert E. Swanson has been the President, sole director and 
sole stockholder of the Managing Shareholder since its inception 
in February 1991.  Set forth below is certain information 
concerning Mr. Swanson and the other executive officers of the 
Managing Shareholder.

     Robert E. Swanson, age 51, has also served as President of 
the Trust since its inception in June 1992 and as President of 
RPMC, and the Prior Programs since their inceptions.  Mr. Swanson 
has been President, registered principal, sole director and sole 
stockholder of Ridgewood Securities Corporation, the Placement 
Agent for the private placement offerings of the Trust and the 
Prior Programs, since its inception in September 1983.  In 
addition, he has been President, sole director and sole 
stockholder of Ridgewood Energy since its inception in October 
1982.  He is also chief executive officer of several affiliates 
of the Managing Shareholder.  Prior to forming Ridgewood Energy 
in 1982, Mr. Swanson was a tax partner at the former New York and 
Los Angeles law firm of Fulop & Hardee and an officer in the 
Trust and Investment Division of Morgan Guaranty Trust Company.  
His specialty is in personal tax and financial planning, 
including income, estate and gift tax.  Mr. Swanson is a member 
of the New York State and New Jersey bars, the Association of the 
Bar of the City of New York and the New York State Bar 
Association.  He is a graduate of Amherst College and Fordham 
University Law School.  

     Robert L. Gold, age 39, has also served as Executive Vice 
President of the Managing Shareholder, the Trust, RPMC, and the 
Prior Programs since their respective inceptions, with primary 
responsibility for marketing and acquisitions.  He has been 
President of Ridgewood Power Capital Corporation since its 
organization in February 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.

     Thomas R. Brown, age 43, joined the Managing Shareholder in 
November 1994 as Senior Vice President and holds the same 
position with RPMC, the Trust and the Prior Programs.  He became 
Chief Operating Officer of the Trust, the Managing Shareholder, 
RPMC and the Prior Programs in October 1996.  Mr. Brown has over 
20 years' experience in the development and operation of power 
and industrial projects.  From 1992 until joining Ridgewood Power 
he was employed by Tampella Services, Inc., an affiliate of 
Tampella, Inc., one of the world's largest manufacturers of 
boilers and related equipment for the power industry.  Mr. Brown 
was Project Manager for Tampella's Piney Creek project, a $100 
million bituminous waste coal fired circulating fluidized bed 
power plant.  Between 1990 and 1992 Mr. Brown was Deputy Project 
Manager at Inter-Power of Pennsylvania, where he successfully 
developed a 106 megawatt coal fired facility.  Between 1982 and 
1990 Mr. Brown was employed by Pennsylvania Electric Company, an 
integrated utility, as a Senior Thermal Performance Engineer.  
Prior to that, Mr. Brown was an Engineer with Bethlehem Steel 
Corporation.  He has an Bachelor of Science degree in Mechanical 
Engineering from Pennsylvania State University and an MBA in 
Finance from the University of Pennsylvania.  Mr. Brown satisfied 
all requirements to earn the Professional Engineer designation in 
1985.

     Martin V. Quinn, age 50, is the Senior Vice President and 
Chief Financial Officer of the Managing Shareholder and the 
Trust.  He assumed the duties of Chief Financial Officer of the 
Managing Shareholder, the Trust, the Prior Programs and RPMC in 
November 1996.  Under a consulting arrangement which concluded on 
March 31, 1997, Mr. Quinn devoted a majority of his time to the 
business of the Managing Shareholder and RPMC while continuing 
his other activities.  On April 1, 1997 he became a full-time 
officer of the Managing Shareholder and RPMC.  

     Mr. Quinn has 29 years of experience in financial management 
and corporate mergers and acquisitions, gained with major, 
publicly-traded companies and an international accounting firm.  
He formerly served as Vice President of Finance and Chief 
Financial Officer of NORSTAR Energy, an energy services company, 
from February 1994 until June 1996.  From 1991 to March 1993, Mr. 
Quinn was employed by Brown-Forman Corporation, a diversified 
consumer products company and distiller, where he was Vice 
President-Corporate Development.  From 1981 to 1991, Mr. Quinn 
held various officer-level positions with NERCO, Inc., a mining 
and natural resource company, including Vice President- 
Controller and Chief Accounting Officer for his last six years 
and Vice President-Corporate Development.  Mr. Quinn's 
professional qualifications include his certified public 
accountant qualification in New York State, membership in the 
American Institute of Certified Public Accountants, six years of 
experience with the international accounting firm of Price 
Waterhouse, and a Bachelor of Science degree in Accounting and 
Finance from the University of Scranton (1969).

     Mary Lou Olin, age 45, has served as Vice President of the 
Managing Shareholder, RPMC, the Trust, and the Prior Programs 
since their respective inceptions.  She has also served as Vice 
President of Ridgewood Energy since October 1984, when she joined 
the firm.  Her primary areas of responsibility are investor 
relations, communications and administration.  Prior to her 
employment at Ridgewood Energy, Ms. Olin was a Regional 
Administrator at McGraw-Hill Training Systems where she was 
employed for two years.  Prior to that, she was employed by RCA 
Corporation.  Ms. Olin has a Bachelor of Arts degree from Queens 
College.

 (c)  Management Agreement.

     The Trust has entered into a Management Agreement with the 
Managing Shareholder, its Managing Shareholder, detailing how the 
Managing Shareholder will render management, administrative and 
investment advisory services to the Trust. Specifically, the 
Managing Shareholder will perform (or arrange for the performance 
of) the management and administrative services required for the 
operation of the Trust. Among other services, it will administer 
the accounts and handle relations with the Investors, provide the 
Trust with office space, equipment and facilities and other 
services necessary for its operation and conduct the Trust'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 decisions, subject to the provisions of 
the Declaration.  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 Trust will pay all other expenses of the Trust, including 
transaction expenses, valuation costs, expenses of preparing and 
printing periodic reports for Investors and the Commission, 
postage for Trust mailings, Commission fees, interest, taxes, 
legal, accounting and consulting fees, litigation expenses and 
other expenses properly payable by the Trust. The Trust will 
reimburse the Managing Shareholder for all such Trust expenses 
paid by it.

     As compensation for the Managing Shareholder's performance 
under the Management Agreement, the Trust is obligated to pay the 
Managing Shareholder an annual management fee described below at 
Item 13 - Certain Relationships and Related Transactions.

     The Board of the Trust (including both initial Independent 
Trustees) have approved the initial Management Agreement and its 
renewals.  Each Investor consented to the terms and conditions of 
the initial Management Agreement by subscribing to acquire 
Investor Shares in the Trust.  The Management Agreement will 
remain in effect until January 4, 1999 and year to year 
thereafter as long as it is approved at least annually by (i) 
either the Board of the Trust or a majority in interest of the 
Investors and (ii) a majority of the Independent Trustees.  The 
agreement is subject to termination at any time on 60 days' prior 
notice by the Board, a majority in interest of the Investors or 
the Managing Shareholder.  The agreement is subject to amendment 
by the parties with the approval of (i) either the Board or a 
majority in interest of the Investors and (ii) a majority of the 
Independent Trustees.

(d)  Executive Officers of the Trust.

     Pursuant to the Declaration, the Managing Shareholder has 
appointed officers of the Trust to act on behalf of the Trust and 
sign documents on behalf of the Trust as authorized by the 
Managing Shareholder.  Mr. Swanson has been named the President 
of the Trust and the other principal officers of the Trust are 
identical to those of the Managing Shareholder, with the addition 
of Joseph A. Heyison, Senior Vice President and General Counsel 
of the Trust.  Mr. Heyison, age 43, joined RPMC in January 1996. 
He was previously of counsel to the law firm of De Forest & Duer, 
concentrating in corporate finance, banking, environmental law 
and securities.  He is a member of the bars of New Jersey, New 
York and Ohio and was graduated from Princeton University in 1976 
and from the University of Pennsylvania Law School in 1979.

     The officers have the duties and powers usually applicable 
to similar officers of a Delaware business corporation in 
carrying out Trust 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 Trust has full 
power to act on behalf of the Trust.   The Managing Shareholder 
expects that most actions taken in the name of the Trust will be 
taken by Mr. Swanson and the other principal officers in their 
capacities as officers of the Trust under the direction of the 
Managing Shareholder rather than as officers of the Managing 
Shareholder.

(e)  The Trustees.

     The 1940 Act requires the Independent Trustees to be 
individuals who are not "interested persons" of the Trust as 
defined under the 1940 Act (generally, persons who are not 
affiliated with the Trust or with affiliates of the Trust).  
There must always be at least two Independent Trustees; a larger 
number may be specified by the Board from time to time.  Each 
Independent Trustee has an indefinite term.  Vacancies in the 
authorized number of Independent Trustees will be filled by vote 
of the remaining Board members so long as there is at least one 
Independent Trustee; otherwise, the Managing Shareholder must 
call a special meeting of Investors to elect Independent 
Trustees.  Vacancies must be filled within 90 days.  An 
Independent Trustee may resign effective on the designation of a 
successor and may be removed for cause by at least two-thirds of 
the remaining Board members or with or without cause by action of 
the holders of at least two-thirds of Shares held by Investors.  
Under the Declaration, the Independent Trustees are authorized to 
act only where their consent is required under the 1940 Act and 
to exercise a general power to review and oversee the Managing 
Shareholder's other actions.  They are under a fiduciary duty 
similar to that of corporation directors to act in the Trust's 
best interest and are entitled to compel action by the Managing 
Shareholder to carry out that duty, if necessary, but ordinarily 
they have no duty to manage or direct the management of the Trust 
outside their enumerated responsibilities.

     The Independent Trustees of the Trust are John C. Belknap 
and Dr. Richard D. Propper.  Mr. Belknap and Dr. Propper also 
serve as independent trustees for Ridgewood Power IV and the 
Growth Fund.  Set forth below is certain information concerning 
these individuals, who are not otherwise affiliated with the 
Trust, the Managing Shareholder or their directors, officers or 
agents.

     John C. Belknap, age 51, has been chief financial officer of 
three national retail chains and their parent companies.  Since 
July 1997, he has been Executive Vice President and Chief 
Financial Officer of Richfood Holdings, Inc., a Virginia-based 
food manufacturer.  From December 1995 to June 1997 Mr. Belknap 
was Executive Vice President and Chief Financial Officer of 
OfficeMax, Inc., a national chain of office supply stores.  From 
February 1994 to February 1995, Mr. Belknap was Executive Vice 
President and Chief Financial Officer of Zale Corporation, a 
1,200 store jewelry retain chain.  From January 1990 to January 
1994 and from February 1995 to December 1995, Mr. Belknap was an 
independent financial consultant.  From January 1989 through May 
1993 he aso served as a director of and consultant to Finlay 
Enterprises, Inc., an operator of leased fine jewelry departments 
in major department stores nationwide.  Prior to 1989, Mr. 
Belknap served as Chief Financial Officer of Seligman & Latz, Kay 
Corporation and its subsidiary, Kay Jewelers, Inc.

     From January 1990 until February 1994, Mr. Belknap consulted 
in a variety of strategic corporate transactions, including 
mergers and acquisitions, divestitures and refinancing.  One such 
transaction involved the recapitalization and change of control 
of Finlay in May 1993.  From 1979 to 1985, Mr. Belknap served as 
Chief Financial Officer of Kay Corporation ("Kay"), the parent of 
Kay Jewelers, Inc. ("KJI"), a national chain of jewelry stores 
and leased jewelry departments in major department stores.  He 
served as Chief Financial Officer of KJI from 1974 to 1979 and as 
its Assistant Controller from 1973 to 1974.  Between 1970 and 
1973, Mr. Belknap was a senior auditor at Arthur Young & Company 
(now Ernst & Young), a national accounting firm.  Mr. Belknap 
earned BA and MBA degrees from Cornell University.

     Dr. Richard D. Propper, age 49, graduated from McGill 
University in 1969 and received his medical degree from Stanford 
University in 1972.  He completed his internship and residency in 
Pediatrics in 1974, and then attended Harvard University for post 
doctoral training in hematology/oncology.  Upon the completion of 
such training, he joined the staff of the Harvard Medical School 
where he served as an assistant professor until 1983.  In 1983, 
Dr. Propper left academic medicine to found Montgomery Medical 
Ventures, one of the largest medical technology venture capital 
firms in the United States.  He served as managing general 
partner of Montgomery Medical Ventures until 1993.

     Dr. Propper is currently a consultant to a variety of 
companies for medical matters, including international 
opportunities in medicine.  In June 1996 Dr. Propper agreed to an 
order of the Commission that required him to make filings under 
Sections 13(d) and (g) and 16 of the 1934 Act and that imposed a 
civil penalty of $15,000.  In entering into that agreement, Dr. 
Propper did not admit or deny any of the alleged failures to file 
recited in that order.

     The Corporate Trustee of the Trust is Ridgewood Holding. 
Legal title to Trust Property will be in the name of the Trust if 
possible or Ridgewood Holding as trustee. Ridgewood Holding is 
also a trustee of Ridgewood Power II, Ridgewood Power III and 
Ridgewood Power IV and of an oil and gas business trust sponsored 
by Ridgewood Energy and is expected to be a trustee of other 
similar entities that may be organized by the Managing 
Shareholder and Ridgewood Energy.  The President and sole 
stockholder of Ridgewood Holding is Robert E. Swanson; its other 
executive officers are identical to those of the Managing 
Shareholder.  See -Managing Shareholder.  The principal office of 
Ridgewood Holding is at 1105 North Market Street, Suite 1300, 
Wilmington, Delaware 19899.

     The Trustees are not liable to persons other than 
Shareholders for the obligations of the Trust.

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

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

All individuals subject to the requirements of Section 16(a) have 
complied with those reporting requirements during 1997.

(g)  RPMC.

     As discussed above at Item 1 - Business, RPMC assumed day-
to-day management responsibility for the Olinda Project, 
effective June 1, 1997.  Like the Managing Shareholder, RPMC is 
wholly owned by Robert E. Swanson.  It entered into an "Operation 
Agreement" with the Trust's subsidiary that owns the Project, 
effective June 1, 1997, under which RPMC, under the supervision 
of the Managing Shareholder, will provide the management, 
purchasing, engineering, planning and administrative services for 
the Olinda Project.   RPMC will charge the Trust at its cost for 
these services and for the Trust's allocable amount of certain 
overhead items.  RPMC shares space and facilities with the 
Managing Shareholder and its affiliates. To the extent that 
common expenses can be reasonably allocated to RPMC, the Managing 
Shareholder may, but is not required to, charge RPMC at cost for 
the allocated amounts and such allocated amounts will be borne by 
the Trust and other programs.  Common expenses that are not so 
allocated will be borne by the Managing Shareholder.  

     Initially, the Managing Shareholder does not anticipate 
charging RPMC for the full amount of rent, utility supplies and 
office expenses allocable to RPMC.  As a result, both initially 
and on an ongoing basis the Managing Shareholder believes that 
RPMC's charges for its services to the Trust are likely to be 
materially less than its economic costs and the costs of engaging 
comparable third persons as managers.  RPMC 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 RPMC; and 
allocations will be made in a manner consistent with generally 
accepted accounting principles.

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

     The Operation Agreement does not have a fixed term and is 
terminable by RPMC, by the Managing Shareholder or by vote of a 
majority in interest of Investors, on 60 days' prior notice. The 
Operation Agreement may be amended by agreement of the Managing 
Shareholder and RPMC; however, no amendment that materially 
increases the obligations of the Trust or that materially 
decreases the obligations of RPMC  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 RPMC are Mr. Swanson (President), 
Mr. Gold (Executive Vice President), Mr. Brown (Senior Vice 
President and Chief Operating Officer), Mr. Quinn (Senior Vice 
President and Chief Financial Officer), Ms. Olin (Vice President) 
and Mr. Heyison, (Senior Vice President and General Counsel).  
Douglas V. Liebschner, Vice President - Operations, is a key 
employee.

     Douglas V. Liebschner, age 50, joined RPMC in June 1996 as 
Vice President of Operations.  He has over 27 years of experience 
in the operation and maintenance of power plants.  From 1992 
until joining RPMC, he was employed by Tampella Services, Inc., 
an affiliate of Tampella, Inc., one of the world's largest 
manufacturers of boilers and related equipment for the power 
industry.  Mr. Liebschner was Operations Supervisor for 
Tampella's Piney Creek project, a $100 million bituminous waste 
coal fired circulating fluidized bed ("CFB") power plant. Between 
1989 and 1992, he supervised operations of a waste to energy 
plant in Poughkeepsie, N.Y. and an anthracite-waste-coal-burning 
CFB in Frackville, Pa.  From 1969 to 1989, Mr. Liebschner served 
in the U.S. Navy, retiring with the rank of Lieutenant Commander.  
While in the Navy, he served mainly in billets dealing with the 
operation, maintenance and repair of ship propulsion plants, 
twice serving as Chief Engineer on board U.S. Navy combatant 
ships.  He has a Bachelor of Science degree from the U.S. Naval 
Academy, Annapolis, Md.

Item 11.  Executive Compensation.

     Through 1995, the executive officers of the Trust and the 
Managing Shareholder were compensated by Ridgewood Energy.  The 
Trust was not charged for their compensation; the Managing 
Shareholder remitted a portion of the fees paid to it by the 
Trust to reimburse Ridgewood Energy for employment costs incurred 
on Ridgewood Power's business.  In 1996 and future years, the 
Managing Shareholder compensates its officers without additional 
payments by the Trust and will be reimbursed by Ridgewood Energy 
for costs related to Ridgewood Energy's business.  The Trust will 
reimburse RPMC at cost for services provided by RPMC's employees; 
no such reimbursement per employee exceeded $60,000 in 1996 and 
1997.  Information as to the fees payable to the Managing 
Shareholder and certain affiliates is contained at Item 13 - 
Certain Relationships and Related Transactions.

     As compensation for services rendered to the Trust, pursuant 
to the Declaration, each Independent Trustee is entitled to be 
paid by the Trust the sum of $5,000 annually and to be reimbursed 
for all reasonable out-of-pocket expenses relating to attendance 
at Board meetings or otherwise performing his duties to the 
Trust.  Accordingly in January 1995 and following years the Trust 
paid each Independent Trustee $5,000 for his services.  The Board 
of the Trust is entitled to review the compensation payable to 
the Independent Trustees annually and increase or decrease it as 
the Board sees reasonable.  The Trust is not entitled to pay the 
Independent Trustees compensation for consulting services 
rendered to the Trust outside the scope of their duties to the 
Trust without prior Board approval.

     Ridgewood Holding, the Corporate Trustee of the Trust, is 
not entitled to compensation for serving in such capacity, but is 
entitled to be reimbursed for Trust expenses incurred by it which 
are properly reimbursable under the Declaration.

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

     The Trust sold 105.5 Investor Shares (approximately $10.5 
million of gross proceeds) of beneficial interest in the Trust 
pursuant to a private placement offering under Rule 506 of 
Regulation D under the Securities Act.  The offering closed on 
March 31, 1992.  Further details concerning the offering are set 
forth above at Item 1-- Business.  No person beneficially owns 5% 
or more of the Investor Shares.

     Ridgewood Power, the Managing Shareholder of the Trust, 
purchased for cash in the offering 1 Investor Share, equal to .9 
of 1% of the outstanding Investor Shares, and Mr. Swanson 
purchased an additional 2.1 Investor Shares.  By virtue of its 
purchase of that Investor Share, Ridgewood Power is entitled to 
the same ratable interest in the Trust as all other purchasers of 
Investor Shares.  No other Trustees or executive officers of the 
Trust acquired Investor Shares in the Trust's offering.

     Ridgewood Power was issued one Management Share in the Trust 
representing the beneficial interests and management rights of 
Ridgewood Power in its capacity as the Managing Shareholder 
(excluding its interest in the Trust attributable to Investor 
Shares it acquired in the offering).  The management rights of 
Ridgewood Power are described in further detail above at Item 1 - 
Business and in Item 10 - Directors and Executive Officers of the 
Registrant.  Its beneficial interest in cash distributions of the 
Trust and its allocable share of the Trust'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 Trust, less 
reasonable reserves which the Trust deems necessary to cover 
anticipated Trust expenses, is to be distributed to the Investors 
and the Managing Shareholder (collectively, the "Shareholders"), 
from time to time as the Trust deems appropriate.  Prior to 
Payout (the point at which Investors have received cumulative 
distributions equal to the amount of their capital 
contributions), each year all distributions from the Trust, other 
than distributions of the revenues from dispositions of Trust 
Property, are to be allocated 99% to the Investors and 1% to the 
Managing Shareholder until Investors have received annual 
distributions equal to 15% of their Capital Contributions (a "15% 
Priority Distribution") and thereafter any remaining 
distributions will be allocated 80% to the Investors and 20% to 
the Managing Shareholder.  Revenues from dispositions of Trust 
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 80% of all distributions and the 
Managing Shareholder 20%.    

     For any fiscal period, the Trust's net profits, if any, 
other than those derived from dispositions of Trust Property, are 
allocated 99% to the Investors and 1% to the Managing Shareholder 
until the profits so allocated offset (1) the aggregate 15% 
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 Trust Property, are allocated 80% to the 
Investors and 20% to the Managing Shareholder.  If the Trust 
realizes net losses for the period, the losses are allocated 80% 
to the Investors and 20% to the Managing Shareholder until the 
losses so allocated offset any net profits from prior periods 
allocated to the Shareholders.  Any remaining net losses are 
allocated 99% to the Investors and 1% to the Managing 
Shareholder.  Revenues from dispositions of Trust 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 Trust, the remaining assets of the 
Trust after discharge of its obligations, including any loans 
owed by the Trust to the Shareholders, will be distributed, 
first, 99% to the Investors and the remaining 1% to the Managing 
Shareholder, until Payout, and any remainder will be distributed 
to the Shareholders in proportion to their capital accounts.

     In 1997, 1996 and 1995, the Trust made distributions to the 
Managing Shareholder (which is a member of the Board of the 
Trust) as stated at Item 5 - Market for Registrant's Common 
Equity and Related Stockholder Matters.  In addition, the Trust  
and its subsidiaries paid fees and reimbursements to the Managing 
Shareholder and its affiliates as follows: 

Fee                     Paid to               1997        1996         1995
Management fee          Managing           $67,483     $49,255      $86,510
                         Shareholder
Cost reimbursements*    RPMC             1,853,994   1,098,910            0

* Prior to 1996, these costs were either paid by the Trust or by 
the Project directly. These include all payroll, fuel and other 
expenses of operating the South Boston and Olinda Projects and an 
allocable portion of RPMC overhead.  These costs are almost 
exclusively paid by the Projects and do not appear in the Trust's 
financial statements. 

     The management fee, payable monthly under the Management 
Agreement at the annual rate of 1% of the Trust's net asset value 
(until June 1994, of the Trust's total capital contributions), 
began on the closing of the offering and compensates the Managing 
Shareholder for certain management, administrative and advisory 
services for the Trust.  In addition to the foregoing, the Trust 
reimbursed the Managing Shareholder at cost for expenses and fees 
of unaffiliated persons engaged by the Managing Shareholder for 
Trust business and for payroll and other costs of operation of 
the Trust's Projects. The reimbursements to RPMC, which do not 
exceed its actual costs, are described at Item 10(g) - Directors 
and Executive Officers of the Registrant -- RPMC.

     In addition to the foregoing, the Trust reimbursed the 
Managing Shareholder at cost for expenses and fees of 
unaffiliated persons engaged by the Managing Shareholder for 
Trust business and in years before 1996 for payroll and other 
costs of operation of the South Boston Project.  In 1996, these 
reimbursements were paid to RPMC.  The reimbursements to RPMC, 
which do not exceed its actual costs, are described at Item 10(g) 
- Directors and Executive Officers of the Registrant -- RPMC.

     Other information in response to this item is reported in 
response to Item 11 -- Executive Compensation, which information 
is incorporated by reference into this Item 13.

PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on 
Form 8-K.

     (a)  Financial Statements.

     See the Index to Financial Statements in Item 8 hereof.

     (b)  Reports on Form 8-K.

     No Forms 8-K were filed with the Commission by the 
Registrant during the quarter ending December 31, 1997.  




     (c)  Exhibits.

     2A.  Acquisition Agreement, by and between GSF Energy, 
L.L.C. and Olinda, L.L.C., dated as of May 31, 1997.  
Incorporated by reference to Exhibit 2A in Registrant's Amendment 
No. 1 to Current Report on Form 8-K dated June 1, 1997.

     2B.  Letter, dated as of May 31, 1997, supplementing 
Acquisition Agreement.  Incorporated by reference to Exhibit 2B 
in Registrant's Current Report on Form 8-K dated June 1, 1997.

     3A.  Certificate of Trust of the Registrant is incorporated 
by reference to Exhibit 3A of Registrant's Registration Statement 
which was filed with the Commission on May 26, 1994.

     3B.  Declaration of Trust of Registrant is incorporated by 
reference to Exhibit 3B of Registrant's Registration Statement 
which was filed with the Commission on May 26, 1994.

     3C.  Agreement of Limited Partnership of Ridgewood Energy 
Electric Power, L.P. dated as of March 6, 1991 is incorporated by 
reference to Exhibit 3C of Registrant's Registration Statement 
which was filed with the Commission on May 26, 1994.

     10A.  Management Agreement between the Registrant and 
Ridgewood Power Corporation is incorporated by reference to 
Exhibit 10A of Registrant's Registration Statement which was 
filed with the Commission on May 26, 1994.

     10B.  Stillwater Hydro Partners L.P. Amended and Restated 
Agreement of Limited Partnership dated as of July 29, 1991 and 
letter of amendment thereof dated as of May 16, 1994 is 
incorporated by reference to Exhibit 10B of Registrant's 
Registration Statement which was filed with the Commission on May 
26, 1994.

     10C.  Power Purchase Agreement dated as of September 19, 
1989 between Stillwater Hydro Partners L.P. and Niagara Mohawk 
Power Corporation and amendment thereof dated as of August 28, 
1990 is incorporated by reference to Exhibit 10C of Registrant's 
Registration Statement which was filed with the Commission on May 
26, 1994..

     10D.  RW Power Partners L.P. Agreement and Restated 
Agreement of Limited Partnership dated as of October 1, 1992 
among Ridgewood Energy Electric Power, L.P., Ridgewood Power 
Corporation and WE GEN, Inc. is incorporated by reference to 
Exhibit 10D of Registrant's Registration Statement which was 
filed with the Commission on May 26, 1994.

     10E.  [The Registrant has terminated the agreement 
designated 10E in its prior Annual Reports on Form 10-K.]

     10F.  [The Registrant has terminated the agreement 
designated 10F in its prior Annual Reports on Form 10-K.]

     10G.  Agreement of Limited Partnership of Brea Power 
Partners, L.P. dated as of October 12, 1994 by and between Brea 
Power (I), Inc., GSF Energy Inc. and Ridgewood Electric Power 
Trust I is incorporated by reference to Registrant's Form 8-K 
filed with the Commission on October 27, 1994.

     10H.  Agreement, dated as of January 16, 1997, by and 
between RW Power Partners, L.P. and Virginia Electric Power 
Company.  Incorporated by reference to Exhibit 10H in the 
Registrant's Annual Report on Form 10-K for the year ended 
December 31, 1997.

     10I.  Amendment to Transaction Documents, dated as of May 
31, 1997, by and among GSF Energy, L.L.C., Brea Power Partners, 
L.P. and Ridgewood Electric Power Trust I.  Incorporated by 
reference to Exhibit 10I in Registrant's Amendment No. 1 to 
Current Report on Form 8-K dated June 1, 1997.

     10J.  Parallel Generation Agreement, by and between Southern 
California Edison Company and GSF Energy, Inc. (Brea Power 
Partners, L.P., assignee), as amended.  Incorporated by reference 
to Exhibit 10J in Registrant's Amendment No. 1 to Current Report 
on Form 8-K dated June 1, 1997.

     10K.  Partial Assignment and Assumption Agreement, dated as 
of November 29, 1994, by and between GSF Energy, Inc. and Brea 
Power Partners, L.P.  Incorporated by reference to Exhibit 10K in 
Registrant's Amendment No. 1 to Current Report on Form 8-K dated 
June 1, 1997.

     10L.  Amended and Restated Gas Lease Agreement, dated as of 
December 14, 1993, by and between the County of Orange, 
California and GSF Energy, Inc., as modified.  Incorporated by 
reference to Exhibit 10L in Registrant's Amendment No. 1 to 
Current Report on Form 8-K dated June 1, 1997.

     10M.  Gas Sale and Purchase Agreement, dated November 29, 
1994 by and between GSF Energy, Inc. and Brea Power Partners, 
L.P.  Incorporated by reference to Exhibit 10M in Registrant's 
Amendment No. 1 to Current Report on Form 8-K dated June 1, 1997.

     10N.  Support Agreement, dated as of November 29, 1994, by 
and among Brea Power Partners, L.P., the Trust and GSF Energy, 
Inc.  Incorporated by reference to Exhibit 10N in Registrant's 
Amendment No. 1 to Current Report on Form 8-K dated June 1, 1997.

Exhibits and schedules to these exhibits are omitted, and lists 
of the omitted documents are found in their tables of contents.  
The Registrant agrees to furnish supplementally a copy of any 
omitted exhibit or schedule to these exhibits to the Commission 
upon request.

     21.   Subsidiaries of the Registrant.              Page 63

     24.   Powers of Attorney                           Page 64

     27.   Financial Data Schedule                      Page 65

SIGNATURES

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

     Signature                  Title                       Date

RIDGEWOOD ELECTRIC POWER TRUST I (Registrant)

By: /s/Robert E. Swanson        President and Chief          April 15, 1998
     Robert E. Swanson          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.

By:  /s/Robert E. Swanson      President and Chief      April 15, 1998
     Robert E. Swanson         Executive Officer

By: /s/Martin V. Quinn         Senior Vice President and
     Martin V. Quinn           Chief Financial Officer  April 15, 1998

By: /s/Kathleen P. McSherry    Controller               April 15, 1998
      Kathleen P. McSherry

RIDGEWOOD POWER CORPORATION           Managing Shareholder

By: /s/Robert E. Swanson         President               April 15, 1998
     Robert E. Swanson

  /s/Robert E. Swanson *         Independent Trustee     April 15, 1998
     John C. Belknap

  /s/Richard D. Propper, M.D.    Independent Trustee     April 15, 1998
     Dr. Richard D. Propper

*  As attorney-in-fact for the Independent Trustee

<PAGE>


Ridgewood Electric Power Trust I

(formerly Ridgewood Energy Electric Power, L.P.)

Financial Statements

December 31, 1996, 1995 and 1994

























                                    -F1-

<PAGE>
1177 Avenue of the Americas         Telephone 212 596 7000
New York, NY 10036                  Facsimile 212 596 8910
[Letterhead of Price Waterhouse LLP]

Report of Independent Accountants

April 2, 1998

To the Shareholders and Trustees of
Ridgewood Electric Power Trust I (formerly
Ridgewood Energy Electric Power, L.P.)

In our opinion, the accompanying balance sheet and the related 
statements of operations, changes in shareholders' equity (and of cash flows 
present fairly, in all material respects, the financial position of Ridgewood 
Electric Power Trust I (formerly Ridgewood Energy Electric Power, L.P.) at 
December 31, 1997 and 1996, and the results of its operations and 
its cash flows for each of the three years in the period ended 
December 31, 1997, in conformity with generally accepted accounting 
principles.  These financial statements are the responsibility of 
the Trust'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 generally accepted 
auditing standards which require that we plan and perform the audit 
to obtain reasonable assurance about whether the financial 
statements are free of material misstatement.  An audit includes 
examining, on a test basis, evidence supporting the amounts and 
disclosures in the financial statements, assessing the accounting 
principles used and significant estimates made by management, and 
evaluating the overall financial statement presentation.  We believe 
that our audits provide a reasonable basis for the opinion expressed 
above.

As explained in Note 3, the financial statements include 
investments, valued at $6,730,334 and $6,810,208 (96% and 103% of 
shareholders' equity, respectively) as of December 31, 1997 and 
1996, respectively, whose values have been estimated by management 
in the absence of readily ascertainable market values.  We have 
reviewed the procedures used by management in arriving at their 
estimate of value and have inspected underlying documentation, and, 
in the circumstances, we believe the procedures are reasonable and 
the documentation appropriate.  However, those estimated values may differ 
significantly from the values that would have been used had a ready 
market for the investments existed, and the differences could be 
material to the financial statements.

/s/  Price Waterhouse LLP


                           -F2-



<PAGE>
Ridgewood Electric Power Trust I
Balance Sheet

                                                      Year Ended December 31,

                                                     1997                 1996

Assets:

Investments in power 
 generation projects                       $    6,730,334         $  6,810,208
Cash and cash equivalents                       1,042,568              327,322
Advances to RW Power Partners, L.P.                   ---              367,667
Other assets                                      109,932                  ---
               
   Total assets                            $    7,882,834         $  7,505,197
               
Liabilities and Shareholders' Equity:               
               
  Accounts payable and accrued expenses    $      675,128         $     71,149
  Due to affiliates                               214,563              829,407
   Total liabilities                              889,691              900,556
               
Commitments and contingencies:
               
Shareholders' equity:
Shareholders' equity 
 (105.5 shares issued
 and outstanding)                               7,013,370            6,628,753
Managing shareholder's
 accumulated deficit                              (20,227)             
(24,112)
               
   Total shareholders' equity                   6,993,143            6,604,641
               
   Total liabilities and
    shareholders' equity                   $    7,882,834         $  7,505,197
                 
       
See accompanying notes to financial statements.

                                    -F3-

<PAGE>
Ridgewood Electric Power Trust I
Statement of Operations

                                               Year Ended December 31,
                                     1997               1996              1995

Revenue:

 Income from power
  generation projects       $   1,851,763     $      606,863     $     552,769
 Interest income                   89,312              2,674               ---
   Total revenue                1,941,075            609,537           552,769



Expenses:
 Accounting and legal
  fees                            136,347             47,500            34,092
 Management fee                    67,483             49,255            86,510
 Writedown of power
  generation limited
  partnership investments         400,000                ---               ---
 Miscellaneous                     20,448             15,980            13,750
  Total expenses                  624,278            112,735           134,352
               
               
Net income                  $   1,316,797    $       496,802    $      418,417

See accompanying notes to financial statements.

                                   -F4-

<PAGE>
Ridgewood Electric Power Trust I
Statement of Changes in Shareholders' Equity


                                                    Managing     
                             Shareholders        Shareholder             Total
               
Shareholders' equity,
 January 1, 1995             $  7,369,834     $      (17,027)   $    7,352,807
               
Cash distributions               (846,636)            (8,151)         
(854,787)
               
Net income for the year           414,233              4,184           418,417
                  
Shareholders' equity,
 December 31, 1995              6,937,431            (20,994)        6,916,437
                     
Cash distributions               (800,512)            (8,086)         
(808,598)
               
Net income for the year           491,834              4,968           496,802
               
Shareholders' equity,
 December 31, 1996              6,628,753            (24,112)        6,604,641
               
Cash distributions               (919,012)            (9,283)         
(928,295)
               
Net income for the year         1,303,629             13,168         1,316,797
                  
Shareholders' equity,
 December 31, 1997           $  7,013,370     $      (20,227)   $    6,993,143
               
See accompanying notes to financial statements.

                                   -F5-

<PAGE>



Ridgewood Electric Power Trust I     
Statement of Cash Flows     
                                               Year Ended December 31,
                                     1997               1996              1995

Cash flows from
 operating activities:
 Net income                   $  1,316,797        $    496,802       $   
418,417
           
Adjustments to reconcile net
 income to net cash 
 provided by operating
 activities:
  Writedown of power
   generation project
   investments                     400,000                 ---               -
--
  Purchase of investments in
   power generation projects    (3,475,000)                ---          
(489,007)
Return of investment in
 power generation projects       3,236,940             397,638           
440,916
Changes in assets and
 liabilities:               
  Decrease (increase) in
   advances and due
   from affiliates                 367,667             (49,850)         
(317,817)
  Increase in notes receivable     (82,066)                ---               -
--
  Decrease (increase)
   in other assets                (109,932)                ---            
70,000
  (Increase) decrease
   in accounts payable and
   accrued expenses                603,979              26,337           
(72,326)
  (Decrease) increase in due to
   affiliates                     (614,844)            259,350           
570,057
               
Total adjustments                  326,744             633,475           
201,823
                  
Net cash provided by
 operating activities            1,643,541           1,130,277           
620,240
               
Cash flows from financing
 activities:               
  Cash distributions to
   shareholders                   (928,295)           (808,598)         
(854,787)
  Net cash used in
   financing activities           (928,295)           (808,598)         
(854,787)
  Net increase (decrease)
   in cash and cash
   equivalents                     715,246             321,679          
(234,547)
               
Cash and cash equivalents,
 beginning of year                 327,322               5,643           
240,190 
Cash and cash equivalents,
 end of year                  $ 1,042,568         $    327,322        $    
5,643 

See accompanying notes to financial statements.


                                   -F6-

<PAGE>


Ridgewood Electric Power Trust I
(formerly Ridgewood Energy Electric Power, L.P.)
Notes to Financial Statements

1.  Organization and Purpose

Nature of business

     Ridgewood Energy Electric Power, L.P. (the "Partnership") was 
formed as a Delaware limited partnership on March 6, 1991, by 
Ridgewood Power Corporation acting as the general partner.  On April 
30, 1991, Beale Lynch Power Partners Inc. was admitted as co-general 
partner of the Partnership.  The Partnership began offering limited 
partnership units in the Partnership on May 1, 1991.  The 
Partnership commenced operations on September 16, 1991 and 
discontinued its offering of units on March 31, 1992.

     On June 15, 1994, with the approval of the partners, the 
Partnership merged all of its assets and liabilities into a newly 
formed trust, called Ridgewood Electric Power Trust I (the "Trust"). 
Effective July 25, 1994, the Trust elected to be treated as a 
"Business Development Company" ("BDC") under the Investment Company 
Act of 1940 and registered its shares under the Securities Act of 
1934.  In connection with this transaction, the Trust issued 105.5 
shares in exchange for outstanding Partnership units.  Ridgewood 
Power Corporation is the sole managing shareholder.

     The Trust has been organized to invest in independent power 
generation facilities and in the development of these facilities.  
These independent power generation facilities include small power 
production facilities which produce electricity from waste oil, 
landfill gas and  water.  The power plants sell electricity to 
utilities under long-term contracts.

2.  Summary of Significant Accounting Policies

Use of Estimates

     The preparation of the financial statements in conformity with 
generally accepted accounting principles requires management to make 
estimates and assumptions that affect the reported amounts of assets 
and liabilities, and disclosure of contingent assets and liabilities 
at the date of the financial statements and the reported amounts of 
revenues and expenses during the reporting period.  Actual results 
could differ from the estimates.

Investments in power generation projects

     The Trust holds investments in power generation projects 
which are stated at fair value.  Due to the illiquid nature of 
the investments, the fair values of the investments are assumed 
to equal cost, unless currently available information provides a basis for 
adjusting the carrying value of the investments.

Revenue recognition

     Income from investments is recorded when distributions are
declared.  Interest income is recorded as earned.

Offering costs

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

Cash and cash equivalents

     The Trust considers all highly liquid investments with 
maturities when purchased of three months or less as cash and cash 
equivalents.

Due diligence costs relating to potential power project 
investments

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

Income Taxes

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

3.  Investments in Project Development and Power Generation Limited 
Partnerships

     The Trust had the following investments in power generation 
projects:

                                                  Fair values as of December 
31,

                                                     1997                 1996 
Brea Power Partners, L.P.                       5,757,285            2,282,285
RW Power Partners, L.P.                           373,049            3,527,923
Stillwater Hydro Partners, L.P.                   600,000            1,000,000
                                            $   6,730,334        $   6,810,208


Brea Power Partners, L.P. (known as the Olinda project)

     In October 1994, the Trust made a $3,103,479 limited partner 
investment in a limited partnership ("Brea Partnership"), which 
acquired a 5 megawatt gas-fired electric generating facility and 
related landfill gas processing facility.  The facility has been 
in continuous operation for 10 years and is located in Olinda, 
California.

     In exchange for its investment, the Trust is entitled to 
receive, in any year, the lesser of the preference amount (as 
defined in the Partnership Agreement) or 98% of the annual 
distribution, plus 25% of the excess of the annual distribution 
over the preference amount of  the Brea Partnership until the 
Trust has received a cumulative 15% return on its original investment.  After 
such time, the amount the Trust would be 
entitled to would decrease to 5% of net cash flows.

     The Trust received distributions from Brea Partnership of 
$162,938, $796,501, and $813,137 for the five months ended
May 31, 1997 and for the years ended December 31, 1996 and, 
1995, respectively.  Of the cash distributions, $397,638 and $423,556 has been 
treated as a return of investment capital 
during the years ended December 31, 1996 and 1995, respectively. 
The Trust's investment balance for Olinda at December 31, 1996 
amounted to $2,282,285.

     On June 1, 1997, the Trust purchased the general and other limited 
partnership interests in Brea and now owns 100% of the Olinda Project.  The 
purchase price of $2,813,400, included a cash payment to the sellers of 
$2,256,500, the assumption of liabilities of $441,100 and acquisition costs of 
$115,800.  In the second half of 1997, the Trust invested an additional 
$661,600 in Brea for working capital.  At December 31, 1997, the Trust's total 
investment in Brea was $5,757,285.  The Trust received distributions from Brea 
of $1,557,314 during the seven months ended December 31, 1997 which have been 
recorded as income

RW Power Partners, L.P. (known as the Lynchburg project)

     In October 1992, the Trust acquired a limited partnership
interest in RW Power Partners, L.P. ("RWPP") which was to provide
construction funding of a 3 megawatt project using waste oil its primary fuel 
source.  Commercial operations began in June 1993.  Construction of a waste 
oil processing facility began in 1994, 
and was completed in 1996. As of December 31, 1996, the Trust 
funded $3,527,923 of the total cost of the original project and 
the waste oil facility, a portion of which was funded by the managing 
shareholder.  The Trust received distributions of 
$208,000 and $163,188 from the limited partnership for the years ended 
December 31, 1996 and 1995, respectively.  The Trust's investment in and 
advances to the limited partnership amounted to $3,895,590 at December 31, 
1996.

     In exchange for its investment, the Trust has the right to 
receive annually the greater of either 70% of net profits, as
defined, from the limited partnership or a preferred minimum 
return of 22.5% on its total investment.  In the event that in 
any given year all net profits from the limited partnership do 
not equal the amount of the preferred minimum return, the amount 
of such shortfall would be payable on a priority basis out of any net profits 
in subsequent years.

     On January 17, 1997, the Trust settled a pending lawsuit between RWPP, 
and Virginia Electric Power Company ("VEPCO").  RWPP had sued VEPCO when VEPCO 
attempted to cancel the power purchase contract under which VEPCO was required 
to purchase electricty generated by RWPP at the Lynchburg project.  Under the 
settlement, VEPCO paid RWPP $3,750,000 in cash and waived a claim of 
$1,800,000 for prepaid capacity payments.

     After repayment of $390,836 of intercompany payables, the Trust received 
total distributions of $3,390,664 from the Lynchburg Project during the first 
quarter of 1997, of which $3,236,940 was recorded as a return of its 
investment and $153,724 was recorded as income.  RWPP surrendered the power 
purchase contract to VEPCO and agreed to the entry of an order dismissing its 
lawsuit against VEPCO.  The settlement permits RWPP to continue operating the 
generating station and the associated waste oil treatment plant, but RWPP may 
not sell electricity to VEPCO, except at VEPCO's request, and RWPP may only 
sell electricity to investor-owned electric utilities for resale or use 
outside VEPCO's service area.

     In addition, the facility may be operated for non-generating purposes 
such as waste oil treatment and electricity may be generated for the 
facility's needs.  VEPCO may cut the interconnection of the facility with its 
lines and reconnection is permitted only for electricity sales in compliance 
with the settlement agreement.  RWPP may remove and sell equipment.  These 
restrictions apply to any future owner of the Lynchburg facility.

     As a result of the operating restrictins and cancellation of the power 
purchase contract included VEPCO settlement, the operation of the Lynchburg 
Project facilities was suspended in January, 1997.

    During the fourth quarter of 1997, the Trust sold the Lynchburg Project to 
a privately-held, unaffiliated processor of waste oil for $700,000 in the form 
of an 8%, seven-year, promissory note, secured by a mortgage on the Project, 
and the right of the Trust to receive 2% of the Project's gross revenues for 
an indefinite period.  Due to the uncertainty surrounding the collectability 
of the note receivable, the fair value of the Trust's investment was not 
adjusted from the $290,983 determined during the first quarter of 1997.

     The Trust also agreed to provide 8%, seven-year debt financing of up to 
$125,000 to finance additional capital improvements at the Project, secured by 
the mortgage.  In 1997, $82,066 of financing was provided to the Project under 
this arrangement.

Stillwater Hydro Partners, L.P.

     On October 31, 1991, the Trust acquired a 32.5% general 
partner's interest in a limited partnership whose sole business is 
the construction, ownership and operation of a 3.5 megawatt 
hydroelectric facility, located on the Hudson River in Stillwater, 
New York (the "Stillwater Project").  At the time of the investment, the 
project was under construction and commenced operations in May 1993.

     A distribution of $126,707 was received by the Trust in 1994.  
On May 16, 1994 the Trust, as stipulated in the limited partnership 
agreement, elected to exchange its general partner interest for a 
limited partnership interest and a priority distribution of 
available cash flow from the project in the aggregate amount of 
$1,000,000.  Such distribution is payable from available cash flows 
in nine annual installments together with interest at 12% per year, 
which were scheduled to begin in May 1995.  

     The ultimate ability of the project to meet its payment 
obligations to the Trust is dependent on the actual operating 
performance of the Stillwater Project, which, in turn, is largely 
dependent upon water levels in the Hudson River.  In 1995, the 
Hudson River basin experienced a severe drought, resulting in Hudson 
River water levels substantially below normal.  As a result of the 
low water levels, the operating results of the project were 
insufficient to meet its debt payments, and accordingly, no 
distributions were made to the Trust in 1995.  Although increased 
precipitation in late 1995 and early 1996 brought flow levels back 
toward the norm, high water flows damaged portions of the facility, 
including the recently installed modifications for capturing 
additional water flow.

     As a result, all available cash flow from the Stillwater 
Project is being applied to meet debt service requirements.  Until 
water flows return to expected levels, repairs are completed and the 
current arrears in debt servicing are paid, it appears likely 
that most, if not all, of the payments due to the Trust will be 
carried forward, with interest, into subsequent years.

     Due to uncertainty surrounding the timing of payments to the Trust, in 
1997 the Trust wrote down its investment in the Stillwater Project to the ned 
present value of anticipated payments and recorded a loss of $400,000.

     Electricity generated by the Stillwater Project is sold to 
Niagara Mohawk Power Corporation under a long-term Power Contract 
with a remaining term of 31 years.  Niagara Mohawk has argued before 
the New York Public Service Commission, the state agency that 
regulates the electric utility industry, and the Federal Energy 
Regulatory Commission ("FERC") that rates it pays to purchase 
electricity under long-term Qualifying Facility contracts are 
uneconomic and that it should be allowed to abrogate those 
contracts.  In April 1995, FERC rejected Niagara Mohawk's 
application and the New York State Public Service Commission has 
also refused the requested relief.  There can be no assurance, 
however, that Niagara Mohawk would not succeed in any future efforts 
to abrogate Qualifying Facility contracts.

4.  Transactions With Managing Shareholder and Affiliates

     Prior to the BDC election, the Partnership also paid to the 
general partners a distribution and offering fee in an amount up to 
2.5% of each capital contribution made to the Partnership.  This fee 
was intended for legal, accounting, consulting, filing, printing, 
distribution, selling, and closing costs for the offering of the Partnership.  
These fees were recorded as a reduction in the 
partners' capital contributions.

     Prior to the BDC election in July 1994, the Partnership paid to 
the general partners a management fee not to exceed 4.5% of each 
capital contribution made to the Partnership.  The fee was payable 
to the general partners for their services in investigating and 
evaluating investment opportunities and effecting transactions for 
investing the capital of the Partnership.

     Prior to the BDC election, the Partnership paid to the general 
partners an annual administrative and overhead fee equal to 1% of 
the aggregate capital contributions of the Partnership.

     On June 15, 1994, the Trust entered into a management agreement 
with the managing shareholder, under which the managing shareholder 
renders certain management, administrative and advisory services and 
provides office space and other facilities to the Trust.  As 
compensation to the managing shareholder, the Trust pays the 
managing shareholder an annual management fee equal to 1.0% of the net assets 
of the Trust payable monthly.  In 1996, management fees of $43,255 were waived 
by the managing shareholder.  During 1997, 1996, and 1995, the Trust paid 
management fees to the managing shareholder of $67,483, $49,255 and $86,510, 
respectively.

     Under the Declaration of Trust, the managing shareholder is 
entitled to receive each year 1% of all distributions made by the 
Trust (other than those derived from the disposition of Trust 
property) until the shareholders have been distributed in that year 
an amount equal to 15% of their equity contribution.  Thereafter, 
the managing shareholder is entitled to receive 20% of the 
distributions for the remainder of the year.  The managing 
shareholder is entitled to receive 1% of the proceeds from 
dispositions of Trust properties until the shareholders have 
received cumulative distributions equal to their original investment 
("Payout").  After Payout, the managing shareholder is entitled to receive 20% 
of all remaining distributions of the Trust. 

     The managing shareholder and affiliates own, in the aggregate, 3.0 shares 
of the Trust with a cost of $273,000.

     In connection with the construction of the waste oil facility 
at the Lynchburg Project, the managing shareholder advanced $570,057 
in 1995 and $259,350 in 1996 to the Trust to fund a portion of the 
Trust's investment in the waste oil facility.  No interest was 
charged on the advances.  When the Trust received the settlement 
proceeds described in Note 3- Investments in Power Generation Limited 
Partnerships in January 1997, all of the outstanding advances were repaid to 
the managing shareholder without 
interest.

     In 1996, under an Operating Agreement with the Trust, Ridgewood 
Power Management Corporation ("Ridgewood Management"), an entity 
related to the managing shareholder through common ownership, 
provides management, purchasing, engineering, planning and 
administrative services to the Lynchburg Project.  Ridgewood 
Management charges the project at its cost for these services and 
for the allocable amount of certain overhead items.  Allocations of 
costs are on the basis of identifiable direct costs or in proportion to 
amounts invested in projects managed by Ridgewood Management.  During the year 
ended December 31, 1997 and 1996, Ridgewood 
Management charged the Lynchburg Project $78,275 and $33,948 for overhead 
items allocated in proportion to the amount invested in projects managed, and 
charged the Lynchburg Project for all of the remaining direct operating and 
non-operating expenses incurred during the period.  During the seven month 
period ended December 31, 1997, Ridgewood Management charged the Olinda 
Project $30,382 for overhead itmes allocated in proportion of the amount 
invested in projects managed, and charged the Olinda Project for all of the 
remaining direct operating and non-operating expenses incurred during the 
period.

5.  Revolving Line of Credit Facility

     On June 6, 1997, the Brea Partnership entered into a revolving credit 
agreement with its principal bank whereby the Bank provided a five year 
committed line of credit facility of $750,000 which decreases by $100,000 on 
each anniversary of the facility.  The Trust guaranteed the obligations of the 
Brea Partnership under the credit facility.  Outstanding borrowings bear 
interest at the Bank's prime rate or, at the Brea Partnership's choice, at 
LIBOR plus 2.5%.  At December 31, 1997, there were no borrowings outstanding 
under the credit facility.

6.  Contingencies

     In December 1993, a subsidiary of the Trust engaged Blackhawk 
Management Group, Incorporated ("Blackhawk"),a North Carolina 
corporation whose sole owner and employee was the original developer 
of the Lynchburg Project, to manage that Project under contract.  On 
June 9, 1994, the subsidiary terminated the management contract for 
material breach and inequitable conduct by Blackhawk, which then 
sued in the Circuit Court of Halifax County, Virginia on June 8, 
1995.  The action claimed breach of contract by the Trust's 
subsidiary and claimed compensatory damages of $3 million and 
punitive damages of $1 million.  The subsidiary removed the action to the 
United States District Court for the Western District 
of Virginia, Danville Division.  In July 1997, the court granted summary 
judgment to the Trust's subsidiary on all counts.  The decision was not 
appealed and is final.