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, 1999

                         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 LLC, 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.[ X ]

     There is no market for the Shares. The aggregate capital contributions made
for the Registrant's  voting Shares held by  non-affiliates of the Registrant at
March 30, 2000 was $10,550,000.

Exhibit index is at page ____.

<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) - Trends in the Electric  Utility
and Independent Power Industries.

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 240 holders of record of Investor Shares.

     The Trust is organized similarly to a limited partnership.  Ridgewood Power
LLC (the  "Managing  Shareholder"),  a  Delaware  corporation,  is the  Managing
Shareholder of the Trust. For information about the merger of the prior Managing
Shareholder,  Ridgewood  Power  Corporation,  into Ridgewood Power LLC, see Item
10(b)  -  Directors  and  Executive   Officers  of  the  Registrant  -  Managing
Shareholder.

     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.

The following chart summarizes some of these relationships.

<PAGE>
Ridgewood Electric Power Trust I and certain affiliates
(some entities and relationships omitted)

              Robert E. Swanson         Family trusts
                         x                  x (Mr. Swanson has
 Sole manager            x                  x  sole voting and
 Chief executive officer x                  x  investment power)
 Owner of 46% of equity  x                  x Owners of 54% of equity
        _________________X__________________X______________________________
       x             x                x        x            x             x
       x             x                x        x            x             x
       x             x                x        x            x             x
Ridgewood   Ridgewood Power   Ridgewood    Ridgewood    Ridgewood   Ridgewood
Securities   Management LLC   Power LLC    Energy       Power VI     Capital
Corporation                                Holding        LLC       Management
                                          Corporation                  LLC

             Operates power                Corporate                  Manager
Placement    plants for five  Managing     Trustee       Co-Managing  of two
agent        power trusts     Shareholder  for all      Shareholder   venture
("Ridgewood    ("RPMCo")       of six      six trusts    (dormant)    capital
 Securities")                  trusts          x          of the  funds &
                            ("Ridgewood        x         Growth Fund   marketing
                               Power")         x     ("Power VI Co")  affiliate
                                  x            x                x   ("Ridgewood
                                  x            x                x     Capital")
                                  x            x                x         x
    ______________________________x____________x_____________   x         x
    x           x          x           x            x        x  x         x
    x           x          x           x            x        x  x         x
Ridgewood   Ridgewood   Ridgewood   Ridgewood   Ridgewood  The Ridgewood  x
Electric    Electric    Electric    Electric    Electric   Power Growth   x
Power Trust Power Trust Power Trust Power Trust Power Trust   Fund        x
    I          II         III          IV           V         (the        x
(the "Trust") ("Power II") ("Power   ("Power IV") ("Power V") " Growth    x
                           III")                                Fund")     x
                                                                          x
                                          ________________________________X__
                                          x                                  x
                                          x                                  x
                                   Ridgewood Capital    Ridgewood Capital
                                   Venture Partners     Venture Partners II
                                       (the "Venture Capital Funds")

(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 a mortgage on the property and the right to 2%
of the gross  revenues,  if any,  earned by that  Project in the future.  During
1999, the Trust wrote-off its investment in the mortgage.

         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.

     In addition, effective August 1999 the Trust, through a subsidiary,  bought
two Caterpillar mobile electric  generating units having a total output capacity
of 2.35 megawatts.  These are rented through an equipment supplier to businesses
needing short-term mobile power and are not Qualifying Facilities.

     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 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 ($726,000 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  $2,813,000,  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.

     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 spot electric
energy on the California  Power Exchange.  In earlier years,  the energy payment
had been  tied to the cost of  natural  gas,  the fuel  used at the  plant.  The
Commission  did  not  change  the  5.8  cent  per  kwh  floor  price,  which  is
significantly  in excess of both the old and new formula  prices.  The  capacity
payments vary  seasonally  and are  significantly  higher during the summer peak
season.

     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 tax credit as an
incentive for burning  landfill gas (with numerous  exceptions and  phase-outs).
The credit currently expires in 2003. 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.

     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.  Further,  if the Project is not operating for at least
80% of  peak  hours  (excluding  periods  of  scheduled  maintenance  and  other
exceptions) it may lose a portion or all of its entitlement to capacity payments
from Southern  California  Edison,  which could materially  impact the Project's
ability to operate.  Therefore,  if Ecogas is unable to provide landfill gas for
an extended  period of time, the Project would be at risk of losing payments for
energy  and  capacity,  and  in the  event  of a  major  failure,  of  incurring
liquidated damages to Southern California Edison.

     In spring 1998 Ecogas sustained  repeated  short-term  compressor  failures
that interrupted  delivery of gas to the Project.  Although Ecogas obtained used
replacement  compressors,  those  replacements  in turn  failed  during July and
August 1998,  causing a material revenue loss to the Project.  The Trust claimed
$389,000 as liquidated  damages (which  approximates the Trust's actual damages)
under the amended gas  purchase and supply  agreement in September  1998 and has
offset the claims against the Trust's obligations to Ecogas to pay for delivered
gas.  Ecogas  has  informed  the Trust  that it is  obtaining  used  replacement
equipment  and is in  the  process  of  installing  that  equipment,  and  since
September  1998 Ecogas has not had any  extended  failures to deliver  gas.  The
Trust is monitoring  Ecogas's actions to remedy the compressor  problems but has
not yet reached a conclusion as to the extent of any risk of supply  failures in
the future.

     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 was terminated in June 1997 and Ridgewood
Power Management LLC, an affiliate of the Trust's Managing Shareholder, operates
the Project.  It is  reimbursed  by the Trust for its actual costs  incurred and
allocable overhead expenses but will not otherwise be compensated.

     Distributions  from  the  Olinda  Project  to the  Trust  in 1999  totalled
$1,791,000.  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.

     The power purchase  contract for the Olinda  Project  expires at the end of
2004. Current spot electricity rates and contract prices are substantially lower
than the 5.8 cent per kilowatt-hour  floor rate under the existing agreement and
are not  currently  at a  level  that  would  allow  the  Olinda  Project  to be
profitable.   Therefore,   unless  electricity  rates  increase   substantially,
operating  costs  can be  substantially  reduced  or a public  subsidy  or other
incentive  for landfill  gas use is  available,  it is unlikely  that the Olinda
Project will be able to operate profitably after 2004. Further,  the federal tax
credit for production of landfill gas is scheduled to expire in 2003. and if the
credit is not extended or another tax or subsidy  incentive  is not  substituted
for it,  Ecogas  may not be able to  operate  the  collection  system  under the
existing  arrangements  and the cost of  landfill  gas fuel to the  Project  may
increase.   Finally,  the  existing  landfill  gas  lease  with  Orange  County,
California,  expires at the end of 2004 and there is no assurance that it can be
extended on favorable  terms. You should note that landfill gas is a "greenhouse
gas" that promotes global warming and that current U.S.  government policy is to
encourage  burning of  landfill  gas to reduce  local and  global  environmental
harms. This may lead to  international,  federal or local initiatives that would
benefit the Project,  but no specific program has been proposed,  to the Trust's
knowledge.

     (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.

         Please  refer to the  Trust's  prior  Annual  Reports  on Form 10-K for
additional information on the financing history of the Project.

         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,   including  the  annual  return,   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 six 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,  even if water flow  levels are  optimal,  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  reviewed  the value of the  Stillwater
Project in 1997 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 took an investment  writedown of $400,000,
charged against income.

     Electricity  generated by the Stillwater  Project is sold to Niagara Mohawk
Power  Corporation  under a long-term Power Contract with a remaining term of 28
years.

     (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").  From time to time the Trust has also referred to this Project
as the "Lynchburg" or the "Halifax" 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.

         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 Trust also financed  $123,000 of improvements to
the Project to enhance its ability to process  waste oil. The buyer of the South
Boston  Project  was  unable  to  operate  it  successfully  and  closed  it  in
[August]_1999.  After examining the potential  profitability  of the Project and
the  prospects  of selling it to any other  business the Trust  determined  that
there  was no  substantial  probability  of  recovering  any of the  investment.
Although the Trust knows of no environmental  problems at the Project,  the fact
that the buyer was  operating  the Project as a resource  recovery  site and the
possibility  that an  unknown  or  undetectable  problem  could  lead  to  large
environmental  liabilities  is a major  deterrent  to sale or  operation  of the
Project.  The Trust  wrote off the  mortgage  as being  uncollectible  effective
December 31, 1999.

     (iv) Mobile Power Units.  Effective  August 1999,  the Trust  purchased two
mobile electric  generating units  manufactured by Caterpillar Inc. (the "Mobile
Power  Units").  The  Units  combine a large  diesel  engine  with a fuel  tank,
emission equipment, an electric generator and control equipment on a single skid
and therefore can be moved to remote areas as a self-contained  power plant. The
owner of the Units is Ridgewood  Mobile Power I, LLC, a wholly-owned  subsidiary
of the Trust.  The Trust bought the Units from  Hawthorne  Power  Systems,  Inc.
("Hawthorne") of San Diego, California (a Caterpillar distributor) for $710,241.
Hawthorne added the Units to its own rental fleet of similar equipment and rents
them to  contractors,  engineering  firms and  other  industrial  or  commercial
customers  who need  emergency,  temporary  or peak  power  supplies.  The Trust
receives  80%  of  the  net  rental   revenues  and  is  responsible  for  major
maintenance;  Hawthorne receives 20% of the net rental revenues to compensate it
for  marketing  managing the rentals.  In 1999,  the Trust  received  $59,000 of
distributions from the Mobile Power Units.

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

     (3) Project Operation

     The success of a Qualifying Facility 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 or geothermal 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 Mobile Power Units are managed by Hawthorne  and rented at fixed rates.
Their major costs are capital  recovery,  maintenance,  taxes and storage costs;
operating costs are borne by the customer. Electricity generated from the Mobile
Power Units is generally used by the renter on-site. If there were a shortage of
electric  generation  capacity,  the Units  could be rented as  additional  peak
generation  capacity  by a  utility  or  electricity  seller,  subject  to local
environmental limitations. The Mobile Power Units are rented at fixed prices per
month and are operated by the renter. Rental periods typically range from one to
six weeks.

     The major costs of a Qualifying Facility 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  LLC
("RPMCo")  to provide  operating  management  for  facilities  operated  by its
investment  programs,  and has  assigned  day-to-day  management  of the  Olinda
Project to RPMCo. Like the Managing Shareholder, RPMCo is wholly owned by Robert
E. Swanson.  It entered into an "Operation  Agreement,"  effective June 1, 1997,
under which RPMCo provides all management, purchasing, engineering, planning and
administrative  services for the Olinda  Project.  These services are charged to
the Project at RPMCo's cost.  See Item 10 - Directors and Executive  Officers of
the Registrant and Item 13 Certain  Relationships and Related Party Transactions
for further information  regarding the Operation Agreement and RPMCo and for the
cost reimbursements received by RPMCo.

         The Stillwater  Project is managed by its remaining equity partners and
the Trust has no  management  responsibility  for the Project.  The Mobile Power
Units  are  managed  by  Hawthorne.  Their  major  costs are  capital  recovery,
maintenance, taxes and storage costs; operating costs are borne by the customer.

     Electricity  produced by a Qualifying  Facility 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.  Electricity  generated
from the Mobile Power Units is generally  used by the renter  on-site.  If there
were a shortage of electric  generation  capacity,  the Units could be rented as
additional peak generation capacity by a utility or electricity seller,  subject
to local environmental limitations.

     Generally,  working capital requirements are not a significant item for the
Trust. See Item 7 - Management's Discussion and Analysis.

     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 has filed 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  and  Stillwater  Project  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 had been 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. Instead, the state of California,
as with most other state plans for  deregulation of the electric power industry,
is treating 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 that ends in
2003 in  California.  This is 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.  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
not declare 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.

     The Mobile  Power Units  compete  against  numerous  other fleets of mobile
power generation equipment on a regional and international level. To some extent
local or governmental  electricity  utilities also compete to provide short-term
electricity in less-remote areas.  Hawthorne owns many units in its rental fleet
but has agreed to market the Trust's  Units on a basis at least as  favorable at
it does for its own equipment.  Demand for the Units is heavily dependent on the
level of construction and civil engineering work in the Southern California area
and on the availability of equipment from vendors, other area rental fleets and,
to a limited extent, from outside-of-area  fleets.  Demand can be very volatile.
Further, Hawthorne may cancel the rental arrangement on short notice.

     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.

     (E) Mobile Power Units. The Mobile Power Units, as temporary  on-site units
operated by the electricity consumer,  are not subject to economic regulation in
California  or most other  juridictions.  If a Unit were  rented by a  regulated
utility, that utility might be subject to economic regulation but the rental fee
for the  Unit  would  probably  not be  directly  regulated.  There  might be an
indirect  regulatory  effect to the extent that the utility were regulated as to
the rental price it would be  authorized  to pay.  Under  current  conditions in
California, this is unlikely.

     (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 in fixed  locations  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
has filed 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 prosecuting 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.

     The  Trust's  Projects  are  subject  to  and  comply  with  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  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.

         The Mobile Power Units, which do not have a fixed location, are subject
to differing air quality  standards that depend in part on the locations of use,
the  amount  of time and time  periods  of use and the  quantity  of  pollutants
emitted.  The Trust  believes that the Units as used comply with all  applicable
air quality rules.

     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 three  individuals,  John C.  Belknap,  Dr.  Richard D.  Propper and Seymour
Robin, who also serve as independent  trustees of Ridgewood Electric Power Trust
IV and the Ridgewood Power Growth Fund, a two similar programs  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 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 RPMCo,  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.


     From time to time,  the Trust and its  subsidiaries  are  engaged  in 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 1999.

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 five  subsequent  investment  programs  sponsored  by the Managing
Shareholder  (Ridgewood  Electric  Power  Trusts II through V and The  Ridgewood
Power  Growth  Fund) 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  holders  of  record of
Investor Shares.

(c)  Dividends.

     The Trust made distributions as follows for the years 1998 and 1999:

                                      Year ended      Year ended
                                     December 31,     December 31,
                                         1999              1998
Total distributions to Investors      $1,297,654        $1,310,319
Distributions per Investor Share         12,300             12,420
Total distributions to
 Managing Shareholder                    13,108             13,326

     The Trust converted to a quarterly  distribution  schedule (February,  May,
August and  November)  in May 1999.  While the Trust  expects to make  quarterly
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.

     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.  Because the Trust's  objective is to distribute  net cash flow, a
substantial  portion of many  distributions  by the Trust will include cash flow
derived from depreciation and amortization charges against assets at the Project
level.  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 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.

Selected Financial Data
                                 As of and for the year ended December 31,
                            1999       1998        1997         1996      1995
Total Fund Information:

Net project revenues    $1,850,230  $2,049,728  $ 1,851,763   $606,863  $552,769
Net income (loss)        1,333,461   1,963,215    1,316,797    496,802   418,417
Net assets (share-
 holders' equity)        7,655,502   7,632,803    6,993,143  6,604,641 6,916,437
Investments in power
 generation limited
 partnerships            6,583,781   6,560,616    6,515,771  7,177,875 7,207,846
Total assets            $7,766,845   7,710,882   $7,668,271  7,505,197 7,531,306
Per Investor Share
  Project revenues        $ 17,537     $19,429      $17,552     $5,752    $5,240
  Expenses                   5,559       1,390        5,917      1,069    $1,273
  Net income (loss)         12,639      18,609       12,481      4,709     3,966
  Net asset value          $72,564     $72,349      $66,286    $62,832   $65,559
Distributions per
  Investor Share           $12,300     $12,420      $ 8,711    $ 7,588   $ 8,025



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.

All available cash flow from the  Stillwater  Project is being used to meet debt
service requirements.  Distributions to the Trust will resume after repayment of
bonds  and  partner  loan  obligations.  Assuming  normal  water  flows  and  no
operational  failures,  the bonds and partner loans should be repaid in or after
2010.

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

Results of  Operations  Year ended  December  31,  1999  compared  to year ended
December 31, 1998

Total revenue  decreased 9.0% to $1,920,000 from  $2,110,000 in 1998,  primarily
due to a 12.6%  decrease in income from the Olinda  Project to  $1,792,000  from
$2,050,000 in 1998.  The decrease in income from the Olinda Project was a result
of higher  maintenance  costs and was partially offset by $59,000 of income from
the two mobile power modules acquired in August 1999.

Total expenses increased by $440,000 (299.3%) to $587,000 from $147,000 in 1998.
The primary  cause of the  increase  was a writedown in 1999 of the Trust's note
receivable  from the sale of the South  Boston  Project.  All other  1999  Trust
expenses were comparable to those of 1998.

Results of  Operations  Year ended  December  31,  1998  compared  to year ended
December 31, 1997

Total revenue  increased 8.7% to $2,110,000 in 1998 from $1,941,000 in 1997, due
to a 19.2% increase in income from the Olinda Project to $2,050,000 in 1998 from
$1,720,000  in 1997.  The  increase  is a result  of the  Trust  increasing  its
investment in the Olinda Project on June 1, 1997 from a 15% cumulative  priority
return on its original investment of $3,103,000 to 100% ownership.  The increase
in revenue  from the  Olinda  Project  was  partially  offset by the  absence of
revenue  from the South Boston  Project  (also known as the  Lynchburg  Project)
which was sold in 1997.  The Trust  recorded  income of $132,000  from the South
Boston Project in 1997.

Total expenses  decreased by $477,000  (76.4%) to $147,000 in 1998 from $624,000
in 1997.  The  primary  cause of the  decrease  was the  absence  in 1998 of the
Trust's 1997 write down of 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
decreased  $95,000  (69.9%) to $41,000 in 1998 from  $136,000 in 1997 due to the
reduction  in  legal  fees  relating  to the  Virginia  Electric  Power  Company
("VEPCO") settlement.  All other 1998 Trust expenses were comparable to those of
1997.

Liquidity and Capital Resources

In 1999, the balance of cash and cash equivalents did not change  significantly,
reflecting  that cash from operations of $1,315,000 was  approximately  equal to
distributions to shareholders of $1,311,000. The cash from operations includes a
deduction for two Caterpillar power modules purchased in 1999 for $710,000.  The
Trust  rents  the  power  modules  to  domestic  and  international   customers.
Distributions  to shareholders  did not change  significantly,  decreasing 1% to
$1,311,000 in 1999 from  $1,324,000 in 1998.

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, 1999 and 1998, 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.
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.

The Trust  anticipates  that its cash flow from  operations  during 2000 will be
adequate to fund its obligations.

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 late 1997.  All  remediation  and testing were
completed by October 31, 1999 and no material malfunctions have occurred or been
discovered through March 30, 2000.

     The accounting,  network and financial packages for the Ridgewood companies
were basically off-the-shelf packages that were remediated,  where necessary, by
obtaining patches or updated versions.  The Managing Shareholder  estimates that
the Trust's  allocable  portion of the cost of those  upgrades is  approximately
$200.

     The Managing  Shareholder  has two major  systems  affecting the Trust that
rely  on  custom-written  software,  the  subscription/investor   relations  and
investor  distribution  systems,  which maintain individual investor records and
effect disbursement of distributions to Investors.  These were remediated during
1999,  including the elements of those systems used to generate  internal  sales
reports  and  other  internal  reports.   Although  these  were  not  designated
mission-critical,  they were also  successfully  remediated by October 31, 1999.
Some sub-systems were remediated using the "sliding window" technique,  in which
two digit years less than a threshold number are assumed to be in the 2000's and
higher two digit  numbers are assumed to be in the  1900's.  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
expects that the ordinary  course of system  upgrading will eventually cure this
problem.

     The Trust's share of the incremental cost for Year 2000 remediation of this
custom  written  software  and  related  items  for 1998  and  prior  years  was
approximately $3,000 and was approximately $2,800 for 1999.

     The Olinda electric  generating  facilities were reviewed by personnel from
RRPMCo to determine if its electronic  control systems contain software affected
by the Year 2000 problem or contain  embedded  components that contain Year 2000
flaws.  None were found.  To date the Trust has  discovered no systems  having a
material impact on output, environmental compliance,  recordkeeping or any other
material impact that have Year 2000 concerns.  The Trust's share of the costs of
the  consultant's  review and of any minor upgrades or  rehabilitation  was less
than $25,000.

     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.  No material  adverse  effects from
customers' or suppliers' year 2000 non-compliance have occurred.

       Based on its internal  evaluations and the risks and contexts  identified
by the Commission in its rules and interpretations, the Trust believes that Year
2000  issues  relating  to its assets and  remediation  program  will not have a
material effect on its facilities,  financial  position or operations,  and that
the costs of addressing the Year 2000 issues will not have a material  effect on
its future  consolidated  operating results,  financial condition or cash flows.
However,  this  belief is based upon  current  information,  and there can be no
assurance that unanticipated problems will not occur or be discovered that would
result in material adverse effects on the Trust.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk.

     Qualitative Information About Market Risk.

     The Trust's investments in financial instruments are short-term investments
of working capital or excess cash. Those  short-term  investments are limited by
its  Declaration of Trust to investments in United States  government and agency
securities  or to  obligations  of banks  having at least $5  billion in assets.
Because the Trust invests only in short-term  instruments  for cash  management,
its exposure to interest rate changes is low. The Trust has limited  exposure to
trade accounts  receivable and believes that their carrying amounts  approximate
fair value.

     The Trust's  primary  market risk  exposure is limited  interest  rate risk
caused  by  fluctuations  in  short-term  interest  rates.  The  Trust  does not
anticipate  any changes in its primary market risk exposure or how it intends to
manage it. The Trust does not trade in market risk sensitive instruments.

     Quantitative Information About Market Risk

         This table provides information about the Trust's financial instruments
that are  defined by the  Securities  and  Exchange  Commission  as market  risk
sensitive instruments.  These include only short-term U.S. government and agency
securities and bank  obligations.  The table  includes  principal cash flows and
related weighted average interest rates by contractual maturity dates.

                              December 31, 1999

                                        Expected Maturity Date
                                                2000
                                    (U.S. $)

Bank Deposits and Certificates
  of Deposit                             $1,142,009
Average interest rate                         5.6%


Item 8.  Financial Statements and Supplementary Data.

Index to Financial Statements

Report of Independent Accountants                      F-2
Balance Sheet at December 31, 1999 and 1998            F-3
Statement of Operations for the three years ended
  December 31, 1999                                    F-4
Statement of Changes in Shareholders' Equity
  for the three years ended December 31, 1999          F-5
Statement of Cash Flows for the three years
  ended December 31, 1999                              F-6
Notes to Financial Statements                   F-7 to F-10

     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, PricewaterhouseCoopers 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 LLC 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  Holding,  which was  incorporated  in April  1992,  is the  Corporate
Trustee of the Trust.

(b)  Managing Shareholder.

     Ridgewood Power Corporation was incorporated in February 1991 as a Delaware
corporation  for the  primary  purpose  of acting as a managing  shareholder  of
business trusts and as a managing general partner of limited  partnerships which
are organized to participate in the  development,  construction and ownership of
Independent  Power  Projects.  It  organized  the Trust  and  acted as  managing
shareholder  until April 1999. On or about April 21, 1999 it was merged into the
current  Managing  Shareholder,  Ridgewood  Power LLC.  Ridgewood  Power LLC was
organized  in early  April 1999 and has no  business  other  than  acting as the
successor  to  Ridgewood  Power  Corporation.  Robert  E.  Swanson  has been the
President,  sole director and sole  stockholder of Ridgewood  Power  Corporation
since its inception in February  1991 and is now the  controlling  member,  sole
manager and  President  of the  Managing  Shareholder.  All of the equity in the
Managing Shareholder is or will be owned by Mr. Swanson or by family trusts. Mr.
Swanson  has the  power on  behalf of those  trusts  to vote or  dispose  of the
membership equity interests owned by them.

     The Managing  Shareholder has also organized Ridgewood Electric Power Trust
II ("Ridgewood Power II"),  Ridgewood  Electric Power Trust II ("Ridgewood Power
II"),  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.  Ridgewood  Power LLC is now also  their  managing
shareholder.  The business  objectives of these five trusts are similar to those
of the Trust.

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

     The   Managing   Shareholder   is  an   affiliate   of   Ridgewood   Energy
Corporation("Ridgewood  Energy"),  which has  organized  and operated 48 limited
partnership  funds and one  business  trust  over the last 18 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  LLC
("Ridgewood Securities"),  an NASD member which has been the placement agent for
the private  placement  offerings  of the six trusts  sponsored  by the Managing
Shareholder  and the funds  sponsored by  Ridgewood  Energy;  Ridgewood  Capital
Management  LLC  ("Ridgewood  Capital"),  which assists in offerings made by the
Managing  Shareholder and which is the sponsor of four privately offered venture
capital funds (the  Ridgewood  Capital  Venture  Partners and Ridgewood  Capital
Venture  Partners II funds);  Ridgewood  Power VI LLC ("Power  VI"),  which is a
managing  shareholder of the Growth Fund, and RPMCo.  Each of these companies is
controlled by Robert E. Swanson, who is their sole director or manager.

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

     Robert E. Swanson,  age 53, has also served as President of the Trust since
its inception in 1991 and as President of RPMCo,  Ridgewood Power II,  Ridgewood
Power III,  Ridgewood  Power IV,  Ridgewood  Power V and the Growth Fund,  since
their  respective  inceptions.  Mr.  Swanson has been  President and  registered
principal  of  Ridgewood  Securities  and  became the  Chairman  of the Board of
Ridgewood  Capital on its organization in 1998. He also is Chairman of the Board
of the Ridgewood  Capital  Venture  Partners I and II venture  capital funds. In
addition,  he has been President and sole  stockholder of Ridgewood Energy since
its inception in October 1982.  Prior to forming  Ridgewood  Energy in 1982, Mr.
Swanson  was a tax  partner at the former New York and Los  Angeles  law firm of
Fulop & Hardee  and an officer in the Trust and  Investment  Division  of Morgan
Guaranty Trust Company. His specialty is in personal tax and financial planning,
including  income,  estate and gift tax. Mr. Swanson is a member of the New York
State and New Jersey bars,  the  Association  of the Bar of the City of New York
and the New York State Bar Association.  He is a graduate of Amherst College and
Fordham University Law School.

     Robert L. Gold,  age 41,  has served as  Executive  Vice  President  of the
Managing Shareholder, RPMCo, the Trust, Ridgewood Power II, Ridgewood Power III,
Ridgewood Power IV, Ridgewood Power V and the Growth Fund since their respective
inceptions,  with primary responsibility for marketing and acquisitions.  He has
been President of Ridgewood  Capital since its organization in 1998. As such, he
is President of the Ridgewood  Capital  Venture  Partners I and II funds. He has
served as Vice President and General Counsel of Ridgewood Securities Corporation
since he joined the firm in December 1987. Mr. Gold has also served as Executive
Vice  President  of  Ridgewood  Energy  since  October  1990.  He served as Vice
President of Ridgewood Energy from December 1987 through September 1990. For the
two years prior to joining Ridgewood Energy and Ridgewood  Securities,  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 45, joined the Managing  Shareholder in November 1994
as Senior Vice  President and holds the same position with the Trust,  RPMCo and
each of the other trusts sponsored by the Managing Shareholder.  He became Chief
Operating Officer of the Managing  Shareholder,  RPMCo and the Ridgewood Power I
through V trusts in  October  1996,  and is the Chief  Operating  Officer of the
Growth Fund.  Mr. Brown has over 20 years'  experience  in the  development  and
operation of power and industrial projects. From 1992 until joining the Managing
Shareholder  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 53, assumed the duties of Chief Financial  Officer of
the Managing Shareholder, the Trust, four other trusts organized by the Managing
Shareholder and RPMCo in November 1996 under a consulting arrangement. He became
a full-time  officer of the Managing  Shareholder and RPMCo in April 1997 and is
now also  Chief  Financial  Officer  of the  Growth  Fund.  He is also the Chief
Financial  Officer of Ridgewood  Capital and of the  Ridgewood  Capital  Venture
Partners I and II funds.

     Mr. Quinn has 32 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  PricewaterhouseCoopers LLP, and a Bachelor of
Science degree in Accounting and Finance from the University of Scranton (1969).

     Mary Lou  Olin,  age 47,  has  served  as Vice  President  of the  Managing
Shareholder,  RPMCo, Ridgewood Capital, the Trust, Ridgewood Power II, Ridgewood
Power III, Ridgewood Power IV, Ridgewood Power V and the Growth Fund 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, 2001 [assumes approval by board] 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.

     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,  Dr. Richard D.
Propper and Seymour Robin. Mr. Belknap,  Dr. Propper and Mr. Robin 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 53, has been chief financial officer of three national
retail  chains  and their  parent  companies.  He  currently  is an  independent
financial  consultant  associated  with Dr.  Propper.  From July 1997 to [August
1999], he was 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 retail 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 51,  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.  Dr. Propper
is also an acquisition  consultant for Ridgewood Capital Venture  Partners,  LLC
and Ridgewood Institutional Venture Partners, LLC, the first two venture capital
funds sponsored by Ridgewood  Capital.  He receives a fixed  consulting fee from
those funds and contingent compensation from Ridgewood Capital.

         Seymour (Si) Robin, age [72], has been the Executive Vice President and
CEO of Sensor  Systems,  Inc.,  an  antenna  manufacturing  company  located  in
Chatsworth, California. He has held this position since 1972. From 1949 to 1953,
he owned  and  operated  United  Manufacturing  Company,  which  specialized  in
aircraft and missile  antennas.  From 1953 to 1957,  he managed  Bendix  Antenna
Division,  which  specialized  in aircraft and space  antennas and avionics.  In
1957, he started SRA Antenna Company as a manufacturer and technical  consultant
to  worldwide  manufacturers  or  commercial  and  military  aircraft  and space
vehicles. He remained at SRA Antenna Company until 1971, at which time he became
Executive Vice President and CEO of Sensor Systems, Inc.

         Mr. Robin holds degrees in mechanical and electrical  engineering  from
Montreal  Technical   Institute  and  U.C.L.A.  He  is  an  FAA-certified  pilot
(multi-engine, instrument, land and sea ratings) since 1966. He has received the
AMC Airline  Voltaire  Award for the Most  Outstanding  Contribution  to Airline
Avionics in the Past 50 Years. He also owns significant  interests in commercial
and  residential  real estate in the southwest  U.S. Mr. Robin was elected as an
Independent  Trustee by the two other  Independent  Trustees and Mr.  Swanson in
January  2000. He also serves as an  Independent  Trustee of Trust IV and of the
Growth Fund.

     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 - V and
the Growth Fund 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 1999.

(g)  RPMCo.

     As  discussed  above  at  Item  1  -  Business,  RPMCo  assumed  day-to-day
management  responsibility for the Olinda Project,  effective June 1, 1997. Like
the Managing Shareholder, RPMCo 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 RPMCo, under the supervision of the Managing
Shareholder, will provide the management, purchasing,  engineering, planning and
administrative  services for the Olinda Project.  RPMCo will charge the Trust at
its cost for these  services  and for the  Trust's  allocable  amount of certain
overhead items. RPMCo shares space and facilities with the Managing  Shareholder
and its  affiliates.  To the  extent  that  common  expenses  can be  reasonably
allocated to RPMCo, the Managing Shareholder may, but is not required to, charge
RPMCo 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 RPMCo for
the full amount of rent,  utility  supplies  and office  expenses  allocable  to
RPMCo.  As a  result,  both  initially  and on an  ongoing  basis  the  Managing
Shareholder  believes  that  RPMCo'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. RPMCo 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 RPMCo;  and allocations will be made in a manner  consistent
with generally accepted accounting principles.

     RPMCo 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.  RPMCo 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
RPMCo,  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 RPMCo;  however,  no amendment  that
materially  increases the obligations of the Trust or that materially  decreases
the  obligations  of RPMCo 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 RPMCo 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) and Ms.
Olin (Vice President).  Douglas V. Liebschner, Vice President - Operations, is a
key employee.

     Douglas V. Liebschner,  age 53, joined RPMCo in June 1996 as Vice President
of  Operations.  He has  over  28  years  of  experience  in the  operation  and
maintenance of power plants.  From 1992 until joining RPMCo,  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 RPMCo at cost for services provided
by RPMCo's  employees;  no such  reimbursement  per employee exceeded $60,000 in
1999 and 1998.  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 1999 and 1998, 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    1999        1998        1997      1996      1995
Management fee   Managing      $76,331     $69,931     $67,483   $49,255 $86,510
                 Shareholder
Cost
 reimbursements  RPMCo       1,912,474   1,771,554   1,853,994 1,098,910      0

     These included all payroll,  fuel and other expenses of operating the South
Boston and Olinda  Projects and an allocable  portion of RPMCo  overhead.  These
costs  are 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 RPMCo,  which do not exceed its actual costs, are described at
Item 10(f) - Directors and Executive Officers of the Registrant -- RPMCo.

     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 RPMCo. The  reimbursements to RPMCo, which do not exceed its actual
costs,  are described at Item 10(f) - Directors  and  Executive  Officers of the
Registrant -- RPMCo.

     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, 1999.

     (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

     24.   Powers of Attorney                             Page

     27.   Financial Data Schedule                        Page



<PAGE>


SIGNATURES

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

     Signature                  Title                       Date

RIDGEWOOD ELECTRIC POWER TRUST I (Registrant)

By: /s/Robert E. Swanson        President and Chief          March 30, 2000
     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       March 30, 2000
     Robert E. Swanson         Executive Officer

By: /s/Martin V. Quinn         Senior Vice President and
     Martin V. Quinn           Chief Financial Officer   March 30, 2000

By: /s/Christopher I. Naunton  Director of Accounting    March 30, 2000
     Christopher I. Naunton

       RIDGEWOOD POWER LLC           Managing Shareholder

By: /s/Robert E. Swanson           President             March 30, 2000
      Robert E. Swanson

    /s/Robert E. Swanson *         Independent Trustee   March 30, 2000
      John C. Belknap

    /s/Robert E. Swanson *         Independent Trustee   March 30, 2000
      Dr. Richard D. Propper

    /s/Robert E. Swanson  *        Independent Trustee   March 30, 2000
      Seymour Robin

*  As attorney-in-fact for the Independent Trustee

<PAGE>
               Ridgewood Electric Power Trust I

                         Financial Statements

               December 31, 1999, 1998 and 1997

<PAGE>

                        Report of Independent Accountants


To the Shareholders and Trustees of
Ridgewood Electric Power Trust I:

In our opinion,  the accompanying  balance sheets 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 (the "Trust") at December 31, 1999 and 1998, and the results of its operations
and its cash flows for each of the three years in the period ended  December 31,
1999, in conformity with accounting  principles generally accepted in the United
States.  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 auditing  standards  generally  accepted in the United  States,
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
$6,583,781 and $6,560,616 (86% of shareholders'  equity) as of December 31, 1999
and 1998,  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,  because  of the
inherent   uncertainty  of  valuation,   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.



PricewaterhouseCoopers LLP
New York, NY
March 24, 2000


                                      (F2)
<PAGE>

Ridgewood Electric Power Trust I
Balance Sheet
--------------------------------------------------------------------------------

                                                       December 31,
                                                --------------------------
                                                   1999            1998
                                                -----------    -----------
Assets:

Investments in power generation projects ....   $ 6,583,781    $ 6,560,616
Cash and cash equivalents ...................     1,142,009      1,138,102
Due from affiliates .........................          --            5,342
Other assets ................................        41,055          6,822
                                                -----------    -----------

 Total assets ...............................   $ 7,766,845    $ 7,710,882
                                                -----------    -----------


Liabilities and Shareholders' Equity:

Liabilities:
Accounts payable and accrued expenses .......   $    61,116    $    29,409
Due to affiliates ...........................        50,227         48,670
                                                -----------    -----------

 Total liabilities ..........................       111,343         78,079
                                                -----------    -----------

Commitments and contingencies

Shareholders' equity:
Shareholders' equity (105.5 shares issued and
   outstanding) .............................     7,669,106      7,646,634
Managing shareholder's accumulated deficit ..       (13,604)       (13,831)
                                                -----------    -----------

 Total shareholders' equity .................     7,655,502      7,632,803
                                                -----------    -----------

 Total liabilities and shareholders' equity .   $ 7,766,845    $ 7,710,882
                                                -----------    -----------






                 See accompanying notes to financial statements.
                                      (F3)
<PAGE>

Ridgewood Electric Power Trust I
Statement of Operations
--------------------------------------------------------------------------------

                                        Year Ended December 31,
                                  ------------------------------------
                                     1999        1998          1997
                                  ----------   ---------    ----------
Revenue:
  Income from power generation
   projects                       $1,850,230   $2,049,728   $1,851,763
   Interest income ............       69,746       60,153       89,312
                                  ----------   ----------   ----------
     Total revenue ............    1,919,976    2,109,881    1,941,075
                                  ----------   ----------   ----------

Expenses:
  Accounting and legal fees ...       43,141       41,176      136,347
  Management fee ..............       76,331       69,931       67,483
  Writedown of power generation
   projects ...................      422,019         --        400,000
  Miscellaneous ...............       45,024       35,559       20,448
                                  ----------   ----------   ----------
     Total expenses ...........      586,515      146,666      624,278
                                  ----------   ----------   ----------

     Net income ...............   $1,333,461   $1,963,215   $1,316,797
                                  ----------   ----------   ----------



                 See accompanying notes to financial statements.

                                      (F4)
<PAGE>

Ridgewood Electric Power Trust I
Statement of Changes in Shareholders' Equity
For the Years Ended December 31, 1999, 1998 and 1997
--------------------------------------------------------------------------------

                                           Managing
                          Shareholders   Shareholder       Total
                          -----------    -----------    -----------

Shareholders' equity,
 January 1, 1997 ......   $ 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

Cash distributions ....    (1,310,319)       (13,236)    (1,323,555)

Net income for the year     1,943,583         19,632      1,963,215
                          -----------    -----------    -----------

Shareholders' equity,
 December 31, 1998 ....     7,646,634        (13,831)     7,632,803

Cash distributions ....    (1,297,654)       (13,108)    (1,310,762)

Net income for the year     1,320,126         13,335      1,333,461
                          -----------    -----------    -----------

Shareholders' equity,
 December 31, 1999 ....   $ 7,669,106    $   (13,604)   $ 7,655,502
                          -----------    -----------    -----------





                 See accompanying notes to financial statements.

                                      (F5)
<PAGE>

Ridgewood Electric Power Trust I
Statement of Cash Flows
--------------------------------------------------------------------------------

                                             Year Ended December 31,
                                    -----------------------------------------
                                       1999          1998            1997
                                    -----------    -----------    -----------

Cash flows from operating
 activities:
Net income ......................   $ 1,333,461    $ 1,963,215    $ 1,316,797
                                    -----------    -----------    -----------
Adjustments to reconcile net
 income to net cash flows from
 operating activities:
 Writedown of power generation
  projects ......................       422,019           --          400,000
 Investments in power generation
  projects ......................      (445,184)        (4,129)    (3,260,437)
 Return of investment in power
  generation project ............          --             --        3,259,153
 Changes in assets and
  liabilities:
  Decrease (increase) in due
   from affiliates ..............         5,342         (5,342)       345,454
  Increase in notes receivable
   from the Lynchburg Project ...          --          (40,716)       (82,066)
  (Increase) decrease in other
   assets .......................       (34,233)       103,110       (109,932)
  Increase (decrease) in accounts
   payable and accrued expenses .        31,707       (645,719)       603,979
  Increase (decrease) in due to
   affiliates ...................         1,557         48,670       (829,407)
                                    -----------    -----------    -----------

  Total adjustments .............       (18,792)      (544,126)       326,744
                                    -----------    -----------    -----------

Net cash provided by operating
 activities .....................     1,314,669      1,419,089      1,643,541
                                    -----------    -----------    -----------

Cash flows from financing
 activities:
Cash distributions to
 shareholders ...................    (1,310,762)    (1,323,555)      (928,295)
                                    -----------    -----------    -----------

Net cash used in financing
 activities .....................    (1,310,762)    (1,323,555)      (928,295)
                                    -----------    -----------    -----------

Net increase in cash and cash
 equivalents ....................         3,907         95,534        715,246
                                    -----------    -----------    -----------

Cash and cash equivalents,
 beginning of year ..............     1,138,102      1,042,568        327,322
                                    -----------    -----------    -----------

Cash and cash equivalents,
 end of year ....................   $ 1,142,009    $ 1,138,102    $ 1,042,568
                                    -----------    -----------    -----------






                 See accompanying notes to financial statements.

                                      (F6)
<PAGE>

Ridgewood Electric Power Trust I
Notes to Financial Statements
--------------------------------------------------------------------------------


1.       Organization and Purpose

     Ridgewood Energy Electric Power, L.P. (the  "Partnership")  was formed as a
     Delaware  limited  partnership  on March 6, 1991,  by  Ridgewood  Power LLC
     (formerly  Ridgewood Power Corporation)  acting as the general partner.  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 LLC is the sole managing shareholder.

     The Trust invests in  independent  power  generation  facilities  and other
     power generation  assets.  These  independent  power generation  facilities
     include small power production  facilities  which produce  electricity from
     landfill gas and water.

2.       Summary of Significant Accounting Policies

     Use of estimates
     The  preparation  of 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.

     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.

     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 Power Generation Projects

     The Trust had the following investments in power generation projects:

                              Fair values as of December 31,
                                  -----------------------
                                    1999        1998
                                  ----------   ----------
Brea Power Partners, L.P. .....   $5,273,540   $5,542,101
Ridgewood Mobile Power I, LLC .      710,241         --
RW Power Partners, L.P. .......         --        418,515
Stillwater Hydro Partners, L.P.      600,000      600,000
                                  ----------   ----------
                                  $6,583,781   $6,560,616
                                  ----------   ----------

     The Trust's distribution income from the projects was as follows:

                                      (F7)
<PAGE>

                                  For the Year Ended December 31,
                                ------------------------------------
                                   1999         1998         1997
                                ----------   ----------   ----------
Brea Power Partners, L.P. ...   $1,791,167   $2,049,728   $1,720,252
Ridgewood Mobile Power I, LLC       59,063         --           --
RW Power Partners, L.P. .....         --           --        131,511
                                ----------   ----------   ----------
                                $1,850,230   $2,049,728   $1,851,763
                                ----------   ----------   ----------

     Brea Power Partners, L.P. (known as the Olinda project)
     In  October  1994,  the  Trust  invested  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.

     Prior to June 1, 1997, the Trust was 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 for the five months ended May 31, 1997.

     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, 1999 and 1998,  The
     Trust's  total   investment  in  Brea  was   $5,273,540   and   $5,542,101,
     respectively.  The Trust  received  distributions  from Brea of $1,791,167,
     $2,049,728 and $1,557,314 during the years ended December 31, 1999 and 1998
     and seven months ended  December  31, 1997,  respectively,  which have been
     recorded as income.

     Ridgewood Mobile Power I, LLC
     Effective  August  1999,  the Trust,  through a  subsidiary,  acquired  two
     Caterpillar  mobile power modules with a total  capacity of 2.35  megawatts
     for  $710,241.  These  modules  are rented to  domestic  and  international
     customers.  The Trust pays Hawthorne  Power Systems,  a California  company
     that  maintains a large fleet of similar  rental  modules,  a fee of 20% of
     gross rental  revenues to arrange and  administer  the rental of the units.
     For the year ended  December 31, 1999,  the Trust  recorded  $59,063 of net
     revenue from the units.

     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 provided  construction  funding of a 3
     megawatt  project  using  waste oil as its primary  fuel source  located in
     South Boston, Virginia. Commercial operations began in June 1993.

     In exchange for its investment, the Trust had 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 did 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  electricity  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  $3,259,153 was recorded as a return of its
     investment and $131,511 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 restriction
     apply to any future owner of the Lynchburg facility.

                                      (F8)
<PAGE>
     As a result of the operating  restrictions  and  cancellation  of the power
     purchase contract  included in the 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
     Trust's  ability  to  collect  the note  receivable,  the fair value of the
     Trust's  investment was not adjusted from $290,983 during the first quarter
     of 1997.  From 1997 to 1999, the Trust provided loans totaling  $125,000 to
     finance  additional  capital  improvements  at the Project,  secured by the
     mortgage, which were included in the investment balance.

     In 1999, the privately held unaffiliated processor ceased operations at the
     Lynchburg Project. Operations are not expected to resume and the ability of
     the Trust to recover its  investment  is doubtful.  As a result,  the Trust
     wrote down its  investment  in the Project to its  estimated  fair value of
     zero and recorded a loss of $422,019.

     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.  Electricity generated by the Stillwater Project is
     sold to Niagara Mohawk Power  Corporation  under a long-term Power Contract
     that expires in 2028.

     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.  Since  1995,  water  levels in the Hudson  River basin have
     frequently  been 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 since
     1994.

     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 net
     present value of anticipated  payments and recorded a loss of $400,000.  At
     December 31, 1999 and 1998,  the Trust's net  investment in the  Stillwater
     Project was $600,000.

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.

                                      (F9)
<PAGE>
     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% of the net  assets of the Trust  payable  monthly.  During
     1999,  1998 and  1997,  the  Trust  paid  management  fees to the  managing
     shareholder of $76,331, $69,931 and $67,483, 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  a cumulative  amount equal to 15% per
     annum 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 LLC ("Ridgewood Management", formerly Ridgewood Power Management
     Corporation),  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,
     Ridgewood  Management  charged the Lynchburg  Project  $78,275 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 year
     ended  December 31, 1999 and 1998 and the seven month period ended December
     31,  1997,  Ridgewood  Management  charged  the  Olinda  Project  $163,480,
     $128,257  and  $30,382,  respectively,  for  overhead  items  allocated  in
     proportion to the amount invested in projects managed. Ridgewood Management
     also 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, 1999 and 1998,  there were no
     borrowings outstanding under the credit facility.

                                     (F10)