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, 2004

                         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)

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

Registrant's Telephone Number, including Area Code:  (302)888-7444

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

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.[ ]

Indicate by check mark whether registrant is an accelerated filer (as defined in
Rule 12b-2 of the Act). Yes ___ No 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
31,  2005 was  $10,550,000  and the  number  of shares  of  beneficial  interest
outstanding at March 31, 2005 was 105.5.

Exhibit index is at page 30.

<PAGE>


PART I

Item 1.  Business.

Forward-looking statement advisory

This Annual Report on Form 10-K, as with some other statements made by Ridgewood
Electric Power Trust I (the "Trust") from time to time, includes forward-looking
statements.  These statements discuss business trends and other matters relating
to the Trust's future results and business.  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.  Some of the events that could change the  statements
made herein  include  changes in political and economic  conditions,  federal or
state  regulatory  structures,   government  taxation,  spending  and  budgetary
policies,  government  mandates,  demand for electricity and thermal energy, the
ability of customers to pay for energy  received,  supplies and prices of fuels,
operational status of generating plants,  mechanical  breakdowns,  volatility in
the price for electric energy,  natural gas, or renewable  energy,  repeal of or
changes to renewable portfolio standard legislation or regulation,  availability
of labor and the  willingness  of electric  utilities to perform  existing power
purchase agreements in good faith.

The Trust  therefore  warns  readers of this report 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 offering materials discuss many (but not all) of the
risks and uncertainties that might affect these forward-looking statements.

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.

The Trust was  organized  as a Delaware  business  trust on May 9, 1994.  It was
organized to acquire all of the assets 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").  The  Partnership  raised  $10.5  million  in a single
private  offering  conducted in late 1991 and early 1992. 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 (as defined below) in the Trust. The Partnership was dissolved.

The Trust made an  election to be treated as a  "business  development  company"
("BDC") 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 July 15, 1994 the  election  and  registration  became  effective.  Ridgewood
Renewable Power LLC (the "Managing Shareholder"), a New Jersey limited liability
company, is the managing  shareholder of the Trust. The Managing Shareholder has
complete  control of the day-to-day  operation of the Trust and is not regularly
elected by the Investors.

As a BDC, the Trust was required to have a board of "independent trustees" that,
among other  things,  reviewed  and  consented to certain  affiliated  and other
transactions  that the Trust may have  considered  doing.  However,  because the
Trust's funds were fully invested,  such  transactions were not likely to occur.
Moreover,  the Trust had become more of an "operating  company" as opposed to an
"investment  company."  As a result,  there was no further  need to maintain BDC
status.  Therefore,  on  November  5,  2001,  the Trust  issued to the owners of
Investor  Shares (the  "Investors") a "Notice of  Solicitation  of Consents," in
which the Trust sought the consent of the  Investors to withdraw its election to
be treated  as a BDC under the 1940 Act and to make  certain  amendments  to the
Trust's  Declaration of Trust  ("Declaration")  required due to such withdrawal,
including, but not limited to, deleting the section of the Declaration requiring
independent  trustees.  Consents  were  tabulated  at the close of  business  on
December  18,  2001.  Based on such  tabulation,  a majority of Investor  Shares
consented to such  withdrawal  and  amendments.  On January 10, 2002,  the Trust
filed with the Securities and Exchange Commission a notification to withdraw its
election to be treated as a "business  development company." As a result of such
withdrawal,  the Trust now utilizes generally accepted accounting principles for
operating companies.

The Trust  therefore  does not have a "board of  directors"  that  oversees  the
day-to-day activities of the Trust and, accordingly,  the Trust does not have an
audit committee or a nominating  committee as otherwise would be required by the
applicable  provisions of Sarbanes-Oxley  Act of 2002 if the Trust was organized
such that it had a board of directors.  Accordingly, the Trust's Chief Executive
Officer and Chief Financial  Officer  effectively  perform the functions that an
audit committee would otherwise perform.

Christiana Bank & Trust Company, a ("Christiana"),  a Delaware trust company, 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.

In addition,  the Trust is affiliated  with the following  trusts  (collectively
"Other Power Trusts"), which have been organized by the Managing Shareholder:

o        Ridgewood Electric Power Trust II ("Power II");
o        Ridgewood Electric Power Trust III ("Power III");
o        Ridgewood Electric Power Trust IV ("Power IV");
o        Ridgewood Electric Power Trust V ("Power V");
o        The Ridgewood Power Growth Fund (the "Growth Fund");
o        Ridgewood/Egypt Fund ("Egypt Fund"); and
o        The Ridgewood Power B Fund/Providence Expansion (the "B Fund").

The Trust also is  affiliated  with the  following  Delaware  limited  liability
companies  ("Ridgewood  LLCs"),  which  have  been  organized  by  the  Managing
Shareholder:
o        Ridgewood Renewable PowerBank LLC;
o        Ridgewood Renewable PowerBank II LLC;
o        Ridgewood Renewable PowerBank III LLC; and
o        Ridgewood Renewable PowerBank IV, LLC.

With respect to the Ridgewood LLCs, the Managing  Shareholder  acts as the LLC's
Manager.

(b) Financial Information about Industry Segments.

The Trust  operates in only one industry  segment:  independent  electric  power
generation.  See  Item  8,  Financial  Statements  and  Supplementary  Data  for
financial information about Industry Segments.

(c) Narrative Description of Business.

        (1)  General Description.

The Trust  was  formed  to  participate  in the  development,  construction  and
operation of Projects that generate, among other things, electricity for sale to
utilities and other users,  and that might provide heat energy to users, as well
as other capital projects that,  although not specifically  power related,  have
similar  risk-return   characteristics,   including  environmentally  beneficial
projects.

        (2)  Projects.

             (i) Brea Project.

The Trust owns and operates a 5-megawatt  capacity electric  generating facility
fueled by methane  and other  burnable  gases  created by the  decomposition  of
garbage in a  landfill  owned by the  County of  Orange,  California  (the "Brea
Project").  Ridgewood Power Management, LLC ("RPM"), an affiliate of the Trust's
Managing Shareholder, operates and manages the day-to-day activities of the Brea
Project.  RPM is  reimbursed  by the Trust for its  actual  costs  incurred  and
allocable overhead expenses but is not otherwise compensated.

The Brea Project does not include the landfill gas collection system. Currently,
GSF Energy LLC  ("GSF")  collects  and sells  landfill  gas to the Brea  Project
pursuant to an Amended and Restated  Landfill  Gas Sale and  Purchase  Agreement
("Amended Gas Agreement").  GSF sells and collects such landfill gas pursuant to
a gas lease  agreement  with the County of Orange.  Pursuant  to the Amended Gas
Agreement,  the Trust  contracted with GSF for the rights to all of the landfill
gas generated at the Orange  County  landfill  until the year 2018.  Because the
Amended Gas  Agreement  is between GSF and the Brea  Project and not with Orange
County, if GSF were to cease operations at the landfill or if Orange County were
to terminate the gas lease  agreement  with GSF, it is not clear whether  Orange
County is bound to recognize  the Trust's  rights to the landfill gas. The Trust
has  conducted  direct  discussions  with Orange  County  regarding  the Trust's
obtaining  direct rights from the County.  While there can be no guarantee,  the
Trust  believes  that if GSF  Energy  were to  relinquish  their  rights  at the
Landfill,  the Trust could  obtain such  rights  from the County.  In  addition,
notwithstanding Brea's attainment of such rights, in the event GSF were to cease
operations  at the  landfill,  Brea could be  required to assume  GSF's  current
operations at the landfill.  Such an event could occur on or about  December 31,
2007, when the Section 29 Tax Credits being  generated by Brea's  operations and
inuring to the  benefit of GSF will cease.  Thereafter,  the Trust can not state
whether  GSF will  continue  operations  without  the  benefit of Section 29 Tax
Credits.  If GSF were to cease  operations at that time, or any other time,  the
Trust  can not  guarantee  that at such  time it will be  generating  sufficient
revenue to cover the costs  associated  with the  landfill  operations.  In such
event and in order to keep operating,  Brea may be required to renegotiate  with
Orange County or locate a new landfill operator to assume GSF's obligations.  At
this point,  the Trust believes that either option would be difficult to achieve
and, as a result, Brea may be forced to cease operations.

The Brea  Project is a  Qualified  Facility  ("QF").  During  2004,  electricity
generated by the Brea Project, over and above its own requirements,  was sold to
Southern  California  Edison ("SCE") under a long-term power sales contract (the
"Power  Contract").  The energy price under the Power  Contract is the higher of
5.8 cents per kilowatt-hour and SCE's avoided cost. During 2004 the Brea Project
sold its  output to SCE at an  average  price of 7.86  cents per  kilowatt-hour.
However,  as permitted by the Power  Contract,  in March of 2003, SCE elected to
terminate the Power Contract  effective as of March 23, 2005. On March 23, 2005,
the Brea  Project  executed a new power  purchase  agreement  with SCE.  The new
agreement  is a  standard  offer  contract  which  has a five  year  term and is
cancelable  by the Trust at anytime upon  providing SCE with thirty days advance
written notice. Under a standard offer contract,  the Brea Project will sell its
output to SCE at market prices,  which have averaged  approximately  6 cents per
kilowatt-hour.

The  Brea  Project  also  is  required  to  comply  with  certain  environmental
regulations of the South Coast Air Quality Management  District ("South Coast"),
the air pollution  control  agency for Orange  County and major  portions of Los
Angeles,  San Bernardino and Riverside  counties in Southern  California.  South
Coast has  promulgated  Rule 1110-2  regarding  air  emissions  from gaseous and
liquid-fueled  stationary engines which generally imposes very low air emissions
levels on such engines, which include the generating engines used by and located
at the Brea  Project  (the  "Rule").  The Rule became  effective  as to the Brea
Project  on  January  1,  2005.  According  to  the  Rule,  existing,  and to be
installed, electric generating engines are required to be in compliance with the
new  emissions  levels or cease  operations.  If  compliance is not achieved and
operations  continue,  project  operators  may be subject to penalty  from South
Coast.  During  2004,  the  Managing  Shareholder  determined  that the electric
generating  engines used by the Brea Project would not comply with the Rule. RPM
developed  a plan to  install  new  control  technology  that  might  enable the
existing  engines to comply with the Rule.  On December  16,  2004,  South Coast
granted a temporary  short-term  variance of the Rule's  application to the Brea
Project,  until March 31, 2005, to allow it to install such control  technology,
which is intended to enable the Brea engines to operate at or below the emission
levels  required by the Rule.  However,  as a result of vendor delays,  the Brea
Project needed additional time to install and test the control technology and it
applied to the South Coast for an extension of its variance.  On March 30, 2005,
the South Coast granted the Brea Project  another 90-day  extension -to June 30,
2005 - to continue to operate under its current temporary variance.  The control
technology  has been  installed on one of the engines of the Project and initial
testing in early June  indicated  that the  control  technology  would allow the
Project to meet the  required  emission  standards.  Subsequent  to the  initial
testing but before final  testing  could be  completed  an unrelated  electrical
fault caused minor damage to the engine. Delay required to repair the damage may
prevent  final  testing  prior  to the end of the  current  variance  and,  as a
precautionary measure, the Trust has applied for an emergency variance to extend
the current  variance for a period of 15 days. Given that the Trust has acted in
good  faith to  address  the  emissions  compliance  issue and that the  control
technology has a high  likelihood of success,  as  demonstrated by the favorable
initial  tests,  the Trust is  confident  that the  emergency  variance  will be
granted  and that the Trust  will be  allowed to  complete  installation  of the
control  technology on all the engines of the Plant. The Trust believes that the
control  technology  will enable the Brea  Project to operate for an  indefinite
period  and  maintain  compliance  with the  Rule.  So long as the Brea  Project
complies  with the Rule,  the Trust  expects that it will  generate and sell its
electric output to SCE under its new standard offer  contract.  Under a standard
offer contract,  Brea will sell its output to SCE at essentially  market prices,
which currently are approximately $.06/kwh. Although current market prices under
a standard offer  contract are high compared to historical  levels and the Trust
can not guarantee that they will remain at such levels.

The Trust believes that there is sufficient excess landfill gas to support up to
an additional 20 MW of generation and is engaged in an ongoing effort to develop
an expansion plan that would support the  development  and  construction of such
additional generation.

             (ii)     Olinda Project.

In early 2001, the Trust  expanded its operations at the Orange County  Landfill
by developing and installing a 2.5-megawatt  electric generating facility fueled
by methane gas (the "Olinda Project").  The total cost of the Olinda Project was
approximately  $3,000,000,  half of  which  has  been  financed  through  a loan
facility.

The Olinda Project began commercial operation on or about March of 2002 and sold
its electric  output in California to the  California  Power  Authority  ("CPA")
pursuant to a  short-term  (ninety-day)  power sales  contract but was unable to
procure a long-term power contract,  despite significant efforts. As a result of
the poor long-term  possibilities in California in 2003, the Trust relocated the
electric  generating  equipment of the Olinda  Project from  California to Rhode
Island, to the site of a new landfill gas project being developed by the Trust's
affiliate, the B Fund. Olinda and the B Fund have entered into a lease agreement
in which Olinda will receive  from the B Fund as a lease  payment  approximately
15% of the net operating cash flow generated at the B Fund's landfill  gas-fired
facility.  On January 1, 2005,  the Olinda  Project and  Ridgewood  Rhode Island
Generation  LLC  ("RRIG")  agreed to terminate  their  October 2003 engine lease
agreement. On the same day, the Olinda Project, RRIG and the B Fund entered into
a new agreement  which provides the Olinda Project a 15% membership  interest in
RRIG in exchange for the transfer of engines.

             (iii) Stillwater Project.

In October 1991,  the Trust  acquired a 32.5% equity  interest 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 2008. 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.

On May 16, 1994, the Trust, as stipulated in the limited partnership  agreement,
elected to exchange its general partner interest for a 32.5% limited partnership
interest  and  withdraw  from  the   partnership  in  exchange  for  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  with
cumulative  interest at 12% per year, which were scheduled to begin in May 1995.
In accordance  with the terms of the  withdrawal,  the Trust does not officially
relinquish  its limited  partnership  interest  until it receives  the  priority
distribution including all accrued interest thereon.  Through December 31, 2004,
the  Trust is  entitled  to  receive  total  payments,  including  interest,  of
approximately $2,275,615. To date, no payments have been received.

The Stillwater  Project's revenues are dependent upon water levels in the Hudson
River, which have fluctuated significantly during the last several years. During
low flow  periods,  generation  is  curtailed.  For a variety of reasons,  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.  As a result,  the Trust has only received a single  partial  payment of
$126,000  in 1994 and does not expect to receive  any  additional  payments  for
several  years.  Electricity  generated  by the  Stillwater  Project  is sold to
Niagara Mohawk Power Corporation under a long-term Power Contract, which expires
in 2028.

             (iv) Mobile Power Units.

In August  1999,  the Trust  purchased  two  mobile  electric  generating  units
manufactured by Caterpillar Inc. (the "Units").  The Trust bought the Units from
Hawthorne  Power  Systems,  Inc.  ("Hawthorne")  of  San  Diego,  California  (a
Caterpillar distributor). Hawthorne managed the Units, which are rented at fixed
rates.  Due to the increases in competition  and  production of newer  efficient
models, the Trust experienced  continued  decreases in rental revenue.  In 2004,
2003 and 2002, the Trust recorded writedowns of $ 38,349,  $44,143 and $209,251,
respectively,  to reflect the units fair market value.  The Trust sold the Units
in the second quarter of 2004 and received $205,000.

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

        (3)  Project Management and Operation

The Managing  Shareholder has organized RPM to provide operating  management for
the  Projects,  and has assigned  day-to-day  management of the Brea Project and
Olinda Project to RPM. These services are charged to the Projects at RPM's cost.
See Item 10 - Directors and Executive  Officers of the  Registrant and Item 13 -
Certain Relationships and Related Transactions for further information regarding
the Operation Agreement and RPM and for the cost reimbursements received by RPM.
The Stillwater  Project is managed by its remaining equity  partners.  Hawthorne
managed the Mobile Power Units.

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

                                        Calendar Year
                                   2004     2003      2002
Southern California Edison         100%     99.8%     97.3%

        (4)  Competition

The  Stillwater  Project,  as  described  above,  is not  currently  subject  to
competition  because it has entered into long-term  Power  Contracts to sell its
output at  specified  prices.  The Brea  Project is subject  to  competition  in
marketing its electricity output as it sells its electrical output at the "spot"
market energy price.  Assuming  continued  compliance with the South Coast Rule,
the Brea Project is currently  operating  under a standard  offer contract which
requires that Brea deliver its electric  output and  essentially  receive market
prices.  At current  market prices,  Brea can  profitably  generate and sell its
power,  but if the  market  price  decreases,  Brea  may not be able to sell its
output at a price high  enough to cover its  costs.  In such  circumstances,  it
would cease operating under the standard offer contract.

Although the B Fund has not yet  procured a long-term  contract for its electric
power and is selling  currently to the New England ISO and  receiving  the "spot
price" for its power, the price for such power is approximately $.04/kwh and the
sale of the REC in New England is also approximately $.04/kwh. These two revenue
streams  combine  for  $.08/kwh,  which  is an  economically  attractive  price,
although  there is no  guarantee  that these  prices can be sustained or that an
acceptable long-term power contract can be procured.

Since  energy is an  undifferentiated  commodity,  competition  is based  almost
exclusively  on price and ability to deliver.  Given that the  Projects may have
higher cost  structures  than large nuclear or  fossil-fueled  facilities,  they
would  need  to  compete  on an  alternative  basis,  such  as  their  favorable
environmental profile.

        (5)  Regulatory Matters.

The 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.

             (i)  Energy Regulation.

(A)  PURPA. PURPA, and the adoption of regulations  thereunder by FERC, provided
     incentives for the  development of QFs meeting  certain  criteria.  QFs are
     generally  exempt from the provisions of the Public Utility Holding Company
     Act of 1935,  as amended,  the Federal Power Act, as amended,  and,  except
     under certain  limited  circumstances,  from state laws  regarding  rate or
     financial regulation. In order to be a QF, a cogeneration facility must (a)
     produce  not only  electricity  but also a certain  quantity of heat energy
     (such as steam)  which is used for a purpose  other than power  generation,
     (b) meet certain  energy  efficiency  standards  when natural gas or oil is
     used as a fuel source and (c) not be  controlled  or 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 QF if they meet  regulations  respecting  maximum  size (in  certain
     cases), primary energy source and utility ownership.

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

(B)  The 1992 Energy Act. The Comprehensive Energy Policy Act of 1992 (the "1992
     Energy Act") empowered FERC to require electric utilities to make available
     their  transmission  facilities  to and wheel power for  Independent  Power
     Projects  under  certain  conditions  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.
     Although  the Trust  believes  that the  exemptive  provisions  of the 1992
     Energy Act will not materially and adversely  affect its business plan, the
     Energy Act has resulted and may continue to result in increased competition
     in the sale of electricity.

(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
     QF fuel use and efficiency  requirements and to make the Projects available
     for audit and inspection to confirm QF compliance.  The Trust believes that
     its  Projects  meet QF  standards.  States also have  authority to regulate
     certain environmental, health and siting aspects of QFs.

             (ii)  Environmental Regulation.

The operation of  Independent  Power  Projects is subject to extensive  federal,
state and local  environmental  laws and  regulations.  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
can be  time-consuming  and  difficult.  Each Project  requires  technology  and
facilities  that  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
modifications to existing Projects.

Currently,  the Brea  Project is working to comply with new  emission  standards
imposed by South Coast.  The Brea  Project has received a variance  through June
30,  2005 to  continue  to  operate  while it  works  toward  completion  of the
installation of the Control  Technology.  The Trust has applied for an emergency
variance to extend the current variance for a period of 15 days.

The Managing Shareholder expects that environmental and land use regulations may
become  more  stringent  or, at a minimum,  remain  constant.  The Trust and the
Managing  Shareholder  have  developed a certain  expertise  and  experience  in
obtaining necessary licenses,  permits and approvals,  but will nonetheless 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.

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

         The Trust has no foreign operations.

(e) Employees.

The  employees of the Brea  Project and the Olinda  Project are employed by RPM,
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.

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).


                                        Est.Amount        Approximate
                                        of Land            Square
Project      Location       Land       (acreage)           Footage

Brea         Brea, CA       Leased        2                6,000



Still        Stillwater,    Leased       .75                N/A
 Water       NY              and
                            Licensed

Provi-       Providence     Leased        N/A               N/A
 dence       RI

Item 3.  Legal Proceedings.

         None.

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

         None.

PART II

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

(a)  Market Information.

The Trust has 105.5 Investor  Shares.  There is currently no established  public
trading  market for the Investor  Shares.  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.

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  Investor  Shares
should also consider the  applicability  of state  securities laws. The Investor
Shares have not been  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.

(b)  Holders.

As of the date of this Form 10-K,  there are 234  holders of record of  Investor
Shares.

(c)  Dividends.

The Trust made  distributions  as follows for the years ended  December 31, 2004
and 2003:


                                          Year ended     Year ended
                                          December 31,   December 31,
                                              2004           2003
Total distributions to Investors           $1,076,100     $1,690,497
Distributions per Investor Share               10,200         16,024
Total distributions to
 Managing Shareholder                         269,025         17,076

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

Occasionally,  distributions  may include funds derived from the release of cash
from operating or debt services reserves.  Further,  the Declaration  authorizes
distributions  to be made from  cash  flows  rather  than  income,  or from cash
reserves in some  instances.  For  purposes  of  generally  accepted  accounting
principles,  amounts  of  distributions  in excess of  accounting  income may be
considered to be capital in nature.  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 (all amounts in $).

The  following  data is qualified in its  entirety by the  financial  statements
presented  elsewhere  in this Annual  Report on Form 10-K.  As described in such
financial statements,  financial information for the year 2000 has been restated
to reflect  the  application  of new  accounting  principles  as a result of the
Trust's election to terminate its status as a business development company.


Selected Financial Data
                                  As of and for the year ended December 31,
                              2004       2003       2002       2001       2000

Total Fund Information:
Revenue                 $3,346,212 $3,211,055 $3,352,189 $4,379,154 $3,259,562
Net income(loss)            13,838 (1,409,416)   101,827  1,454,876  1,487,998
                               (A)        (B)        (C)
Net assets
(shareholders'
  equity)                2,363,650  3,694,937  6,811,926  7,773,229  6,318,353
Investments in
 Plant and
 Equipment (net
 of depreciation)          228,362  1,513,422  4,671,615  4,922,297  2,688,320
Investment
 in Power
 Contract(net
 of amortization)             --      157,694    473,091    788,489  1,103,887
Total assets             3,243,210  4,937,723  8,291,849  9,386,999  6,507,720
Long-term
 obligations               314,661    652,686    952,607  1,227,674        --
Per Share:
Revenues                    31,717     30,436     31,774     41,509     30,896
Net income(loss)               131    (13,359)       965     13,790     14,104
                               (A)        (B)
Net asset value             22,404     35,023     64,568     73,679     59,890
Distributions
 to Investors               10,200     16,024      9,976       --       14,008

(A) Includes writedown of investment of $1,138,349 ($10,790 per Investor Share).
(B) Includes writedown of investment of $1,722,380 ($16,326 per Investor Share).
(C) Includes writedown of investment of $209,251 ($1,983 per Investor Share).

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  below.  Dollar
amounts in this discussion are generally rounded to the nearest $1,000.

Outlook

The Brea and  Stillwater  Projects are QFs under PURPA and currently  sell their
electric  output to  utilities.  Stillwater  operates  under a  long-term  Power
Contract  expiring in 2028.  The Brea Project  operates  under a standard  offer
contract  which has a five year term and is  cancelable  by the Trust at anytime
upon  providing  thirty days  advance  written  notice.  Under a standard  offer
contract, the Brea Project will sell its electric energy at market prices. There
can be no assurance  that future  market  prices will be sufficient to allow the
Brea Project to operate profitably.

In addition,  the Brea Project is currently  working to comply with new emission
standards  imposed by South  Coast.  The Brea  Project  has  received a variance
through June 30, 2005 to continue to operate while it works toward completion of
the installation of Control  Technology.  The Trust has applied for an emergency
variance to extend the current  variance  for a period of 15 days.  Although the
Trust  is  expecting  the  Control   Technology  will  reduce   emissions  to  a
continuously  compliant  level,  there can be no assurance that the Brea Project
will comply with the new regulations.

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
the debt. Assuming normal water flows and no operational  failures,  the debt is
expected to be repaid in 2010.

The Olinda Project,  which transferred its engines to RRIG, is receiving a lease
payment  from  RRIG and upon a  conversion  to a member  of RRIG,  will  receive
distributions in accordance with its ownership percentage. Although RRIG has not
yet  procured  a  long-term  contract  for its  electric  power  and is  selling
currently  to the New England ISO and  receiving  the "spot price" for its power
and  renewable  attributes.  There is no  guarantee  that the current  favorable
market prices can be sustained or that an acceptable  long-term  power  contract
can be procured.

Many states have implemented or enacted renewable portfolio standards (RPS). For
example,  RPS legislation and regulations have been passed and are effective in,
among other states,  Massachusetts,  Nevada, Texas, New Jersey, Rhode Island and
Connecticut.  Many other  states are  considering  RPS  legislation.  The intent
behind  virtually all RPS programs is to provide added  financial  incentives to
developers of renewable  generation by requiring  retail  electric  suppliers to
purchase a certain percentage of renewable power or, alternatively, purchase the
required number of "renewable  energy credits"  ("REC"),  which are created as a
result of such renewable generation. As a result of the RPS programs, developers
of renewable generation can effectively receive two sources of revenue: one from
the sale of the actual  electric  energy and one from the sale of RECs. Most RPS
programs  effectively  separate  the purchase of energy from the purchase of the
"REC" and  basically  require  electric  energy  suppliers  to have the required
number of RECs at the end of the  compliance  period,  regardless  of its energy
supply  portfolio.  Combined,  these two streams of income may be  sufficient to
attract and increase the development of new renewable generation.

However,  California  adopted and is  implementing an RPS that is different than
most other state RPS  programs.  According to the  California  RPS  legislation,
electric  utility  purchases  of  renewable  energy  (or  RECs)  is  part of the
utilities annual procurement proceedings. Basically, the REC was not "separated"
from the purchase of the renewable  energy and, as a result,  the procurement of
renewable energy has been  incorporated  into the electric  utilities  long-term
power procurement  proceedings.  In addition,  the RPS legislation in California
requires  the  utilities  to pay no more for  renewable  energy  than a  "market
referent price"  determined by the CPUC and which is supposed to approximate the
cost of energy from a new combined cycle natural  gas-fired  electric  facility.
Any "above  market  costs" of the  renewable  energy  are to be funded  from the
"public goods charge",  which is a limited fund  administered  by the California
Energy  Commission  ("CEC").  As  a  result  of  this  general  framework,   the
implementation  of the RPS in California is extremely  complicated  and involves
many divisive issues that are not part of any other state RPS program including,
without limitation, determining renewable generation market price referents, the
utilities  least cost,  best fit strategy with respect to renewable  generation,
establishing initial renewable generation baselines, and reviewing and approving
the investor-owned utilities ("IOU's") renewable procurement plans.

RPM, as agent for the Brea Project has participated in these proceedings and has
concluded that RPS program in California probably will not substantially  assist
renewable  projects in obtaining  profitable power contracts nor is it likely to
facilitate  the sale of any RECs generated by such  renewable  facilities.  As a
result of these and other  problems  in  California,  the  Trust,  as  mentioned
earlier,  relocated  the  Olinda  Project's  electric  generating  equipment  to
Providence,  Rhode  Island,  to be  part of a  project  being  developed  by its
affiliate,  the B Fund.  The  market  for  renewable  power  in New  England  is
significantly  more  favorable  than in  California.  In addition,  the Trust is
concentrating  its efforts on  developing a market for its  renewable  energy in
Nevada.

Significant Accounting Policies

The Trust's plant and equipment is recorded at cost and is depreciated  over its
estimated  useful  life.  The  estimate  useful  lives of the Trust's  plant and
equipment  range from 5 to 20 years.  A  significant  decrease in the  estimated
useful life of a material  amount of plant and  equipment  could have a material
adverse  impact on the  Trust's  operating  results  in the  period in which the
estimate is revised and subsequent  periods.  The Trust evaluates the impairment
of its long-lived  assets (including power sales contracts) based on projections
of undiscounted cash flows whenever events or changes in circumstances  indicate
that the carrying  amounts of such assets may not be  recoverable.  Estimates of
future cash flows used to test the recoverability of specific  long-lived assets
are based on expected  cash flows from the use and eventual  disposition  of the
assets.  A significant  reduction in actual cash flows and estimated  cash flows
may  have a  material  adverse  impact  on the  Trust's  operating  results  and
financial condition.

Power  generation  revenue is  recorded in the month of  delivery,  based on the
estimated  volumes sold to customers at rates  stipulated in the relevant  power
sales  contract if  applicable.  Adjustments  are made to reflect actual volumes
delivered when the actual information  subsequently becomes available.  Billings
to customers for power  generation  generally  occurs during the month following
delivery. Final billings do not vary significantly from estimates.

Results of Operations

The year ended December 31, 2004 compared to the year ended December 31, 2003.

Power generation  revenue  increased 4% to $3,346,000 in 2004 from $3,203,000 in
2003,  due to the  increase in power  generation  from the Brea  Project.  Power
generation  revenue from the Brea  project  increased by $143,000 as a result of
the project generating  approximately 1 million more kilowatt hours in 2004. The
increase  in  revenue  from the Brea  project  is  attributable  to the  project
operating more  consistently in 2004 and experiencing less down time for repairs
as compared to 2003. As the result of the Trust selling its  Caterpillar  rental
modules, rental revenue was $0 in 2004 compared to $8,000 in 2003.

Gross  profit,  which  represents  total  revenues  reduced by cost of  revenue,
increased from $944,000 in 2003, to $1,608,000 in 2004. The increase is a result
of the Brea  project  experiencing  lower repair and  maintenance  costs and the
Olinda project having no operating  expenses in 2004. In addition,  depreciation
and amortization decreased by $307,000 in 2004.

General and administrative  expenses  decreased  $42,000,  or 9%, to $421,000 in
2004 from $463,000 in 2003.  General and  administrative  expenses in both years
primarily relate to the Trust retaining  professional  firms to assist it in the
researching and monitoring of the Nevada legislation on renewable energy in 2004
and the California  legislation on renewable  energy in 2003, with the intent of
the Brea  project  qualifying  as a renewable  energy  generation  facility  and
becoming eligible to receive additional revenue for the sale of renewable energy
attributes.

In 2004 the Trust  recorded a write down in its  investment in power  generation
projects  of  $1,138,000,  of which,  $1,100,000  is the write  down of the Brea
project,  which  was  based on the  belief  that the Brea  project  might not be
permitted to operate under the new emission standards.  The remaining $38,000 is
related to the Caterpillar  rental  modules.  In 2003 the Trust recorded a write
down in its investment in power  generation  projects of  $1,772,000,  of which,
$1,728,000  is the write down of the Olinda  project,  which removed its engines
and  transferred  them to the  Ridgewood  Providence  expansion.  The  remaining
$44,000 is related to the Caterpillar rental modules.

The management fee paid to the Managing  Shareholder  decreased $31,000, or 45%,
to $37,000 in 2004 from $68,000 in 2003,  which  reflects the Trust's  lower net
asset balance on which the management fee is computed.

Income  (loss) from  operations  improved by  $1,371,000 to income of $12,000 in
2004 from a loss of $1,359,000 in 2003.  The increase in income is primarily the
result  of the  decrease  in the write  down in  equipment  of power  generation
projects and the improved gross margin in 2004 described above.

Other income (expense), net, increased $52,000, to income of $2,000 in 2004 from
an expense of $50,000 in 2003.  Interest income  decreased $7,000 in 2004 due to
the lower cash balances, partially offset by higher interest rates earned on the
balances.  Interest expense decreased $26,000 as a result of the lower principal
balance on the Olinda project financing.  In addition, the Trust recorded equity
income from its  investment in Stillwater of $71,000 in 2004 compared to $37,000
in 2003.  The  increase in equity  income from  Stillwater  is  attributable  to
Stillwater's  increase  in  revenue  generation  coupled  with the  decrease  in
interest expense resulting from the lower principal balance outstanding in 2004.

Net income increased  $1,423,000,  to income of $14,000 in 2004. The increase in
net income is a result of the decrease in the write down in investments in power
generation projects and the improved gross margin in 2004 described above.

The year ended December 31, 2003 compared to the year ended December 31, 2002.

Power generation  revenue  decreased 2% to $3,203,000 in 2003 from $3,263,000 in
2002,  primarily due to the decrease in power generation revenue from the Olinda
Project.  The Olinda project provided  $372,000 in power  generation  revenue in
2002,  but did not operate in 2003 due to mechanical  problems and the lack of a
power  contract.  Power  generation  revenue from the Brea project  increased by
$312,000 in the current  year.  The increase in revenue from the Brea project is
attributable to the project  operating more  consistently in 2003 as compared to
2002,  when the  project  experienced  a temporary  shut down due to  mechanical
problems.  Rental revenue from the Trust's  Caterpillar rental modules decreased
by $82,000 or 92%, to $8,000 in 2003.  The decrease in rental  revenue is due to
the increase in competition and production of newer efficient models.

Gross  profit,  which  represents  total  revenues  reduced by cost of  revenue,
increased  from $780,000 in 2002, to $944,000 in 2003. The increase is primarily
the result of the Brea project experiencing greater repair and maintenance costs
in 2002.

General and administrative  expenses increased $181,000,  or 72%, to $433,000 in
2003  from  $252,000  in 2002.  The  increase  is due to the  professional  fees
incurred  by the  Trust on behalf of the Brea  project.  The Trust had  retained
professional  firms  to  assist  it in the  researching  and  monitoring  of the
California  legislation on renewable energy, with the intent of the Brea project
qualifying as a renewable energy  generation  facility and becoming  eligible to
receive additional revenue for the sale of renewable energy attributes.

During 2002, the Trust recorded $72,000 of project development expenses relating
to projects in California that it ultimately decided not to develop.

In 2003 the Trust  recorded a write down in its  investment in power  generation
projects of  $1,772,000,  of which,  $1,728,000  is the write down of the Olinda
project,  which  removed  its  engines  and  transferred  them to the  Ridgewood
Providence expansion. The remaining $44,000 is related to the Caterpillar rental
modules, for which in 2002, the Trust recorded a write down of $209,000.

The management fee paid to the Managing  Shareholder  decreased $10,000, or 13%,
to $68,000 in 2003 from $78,000 in 2002,  which  reflects the Trust's  lower net
asset balance on which the management fee is computed.

Income (loss) from  operations  decreased  $1,499,000 to a loss of $1,330,000 in
2003 from income of $169,000 in 2002.  The decrease in income is  primarily  the
result of the  increase  in the write down in  investments  in power  generation
projects in 2003,  partially  offset by the  decrease in repair and  maintenance
costs.

Other income (expense),  net, increased $13,000, or 19%, to $80,000 in 2003 from
$67,000 in 2002. Interest income decreased $24,000 in 2003 due to the lower cash
balances and lower  interest  rates.  Interest  expense  decreased  $23,000 as a
result of the lower  principal  balance  on the  Olinda  project  financing.  In
addition,  the Trust recorded equity income from its investment in Stillwater of
$37,000 in both 2003 and 2002.

Net income  (loss)  decreased  $1,511,000,  to a loss of $1,409,000 in 2003 from
income of $102,000 in 2002.  The decrease in net income is a result of the write
down in  investment  in  power  generation  projects,  partially  offset  by the
decrease in repair and maintenance costs.

Liquidity and Capital Resources

In 2004 and 2003,  the Trust's  operating  activities  generated  $1,349,000 and
$1,021,000  of cash,  respectively.  The  increase  in cash flow from  operating
activities is primarily due to the increase in gross profit.

In 2004, the Trust sold its Caterpillar  rental modules providing the Trust with
cash of $205,000. Cash used in investing activities in 2003 was $192,000,  which
represented capital expenditures relating to the Olinda Project.

Cash  used  in  financing   activities   in  2004  of   $1,655,000   represented
distributions  to  shareholders of $1,345,000 and payments of $310,000 to reduce
loans payable on the Olinda Project.  Cash used in financing  activities in 2003
of $1,983,000  represented  distributions  to  shareholders  of  $1,708,000  and
payments of  $275,000  to reduce  loans  payable on the Olinda  Project.  In the
second half of 2004, the Trust decided to reduce its  distributions  in order to
conserve  cash and prepare for the  potential  modification  of the Brea project
resulting from the impending stricter emission standards.

On June  26,  2003,  the  Managing  Shareholder  of the  Trust,  entered  into a
$5,000,0000 Revolving Credit and Security Agreement with Wachovia Bank, National
Association.  The agreement allows the Managing  Shareholder to obtain loans and
letters of credit for the  benefit of the trusts and funds that it  manages.  As
part of the  agreement,  the Trust agreed to limitations on its ability to incur
indebtedness,  liens and provide guarantees.  On February 20, 2004, the Managing
Shareholder  and Wachovia  Bank amended the agreement  increasing  the amount to
$6,000,000. Subsequently, the agreement has been extended to September 30, 2005.

Obligations of the Trust are generally limited to payment of a management fee to
the Managing Shareholder and payments for certain administrative, accounting and
legal  services  to third  persons.  Accordingly,  the  Trust  has not  found it
necessary to retain a material amount of working capital.

The Trust's significant long-term obligation is limited to loans payable related
to the Olinda  Project,  which is guaranteed by the Trust.  The Brea Project has
certain long-term obligations relating to its Gas Agreement with GSF (See Note 5
of the Consolidated Financial Statements) and its Power Contract with SCE. These
obligations are not guaranteed by the Trust.  The Trust  anticipates that during
2005 its cash flow from operations will be sufficient to meet its obligations.

Off-Balance Sheet Arrangements

None.

<TABLE>
<CAPTION>


Contractual Obligations in Tabular Form
<S>                     <C>                       <C>                        <C>
Year Ended
December 31,                Gas Purchase               Loan Payable                  Total
2005                           $ 720,000                 $ 327,934              $  1,047,934
2006                             720,000                   314,661                 1,034,661
2007                             720,000                                             720,000
2008                             720,000                                             720,000
2009                             720,000                                             720,000
Thereafter                     6,480,000                                           6,480,000
                        ---------------------     -----------------------    -----------------------
Total                        $10,080,000                 $ 642,595              $ 10,722,595
                        =====================     =======================    =======================
</TABLE>


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, 2004
                       Expected Maturity Date
                             2005
                           (U.S. $)

Bank Deposits and Certificates of Deposit     $ 734,000
Average interest rate                              1.04%


Item 8.  Financial Statements and Supplementary Data.

A. Index to Consolidated Financial Statements

Report of Independent Accountants                      F-2
Report of Independent Accountants                      F-3
Consolidated Balance Sheets at December 31,
  2004 and 2003                                        F-4
Consolidated Statements of Operations for the
  three years ended December 31, 2004                  F-5
Consolidated Statements of Changes in Shareholders'
  Equity (Deficit)for the three years ended
  December 31, 2004                                    F-6
Consolidated Statements of Cash Flows for the three
  years ended December 31, 2004                        F-7
Notes to Consolidated Financial Statements             F-8 to F-16

Financial Statements for Stillwater Hydro Partners, L.P.



                        Ridgewood Electric Power Trust I

                        Consolidated Financial Statements

                        December 31, 2004, 2003 and 2002

<page>

             Report of Independent Registered Public Accounting Firm


Managing Shareholder and Shareholders
Ridgewood Electric Power Trust I


We have  audited  the  accompanying  consolidated  balance  sheets of  Ridgewood
Electric  Power Trust I (the  "Trust") as of December  31, 2004 and 2003 and the
related consolidated  statements of operations,  changes in shareholders' equity
(deficit) and cash flows for the years then ended. These consolidated  financial
statements are the responsibility of the Trust's management.  Our responsibility
is to express an opinion on these consolidated financial statements based on our
audits. The consolidated  financial statements of Ridgewood Electric Power Trust
I as of  December  31,  2002 and for the year then ended  were  audited by other
auditors whose report,  dated April 3, 2003, expressed an unqualified opinion on
those statements.

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

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
Ridgewood  Electric  Power  Trust I as of December  31,  2004 and 2003,  and the
consolidated  results  of its  operations  and its cash flows for the years then
ended in conformity with accounting  principles generally accepted in the United
States of America.




/s/ Perelson Weiner, LLP

New York, New York
March 31, 2005, except for Note 9,
the date of which is June 14, 2005





<page>
                        Report of Independent Accountants


To the Shareholders of Ridgewood Electric Power Trust I:

In our opinion, the accompanying consolidated statements of operations,  changes
in  shareholder'  equity and cash flows for the year ended  December  31,  2002
present  fairly,  in all material  respects the results of  operations  and cash
flows of Ridgewood  Electric Power Trust I and its  subsidiaries  (the "Trust"),
for the year ended December 31, 2002, in conformity with  accounting  principles
generally accepted in the United States of America.  These financial  statements
are the  responsibility  of the Trust's  management;  our  responsibility  is to
express  an  opinion  on  these  financial  statements  based on our  audit.  We
conducted our audit of these  statements in accordance  with auditing  standards
generally  accepted in the United States of America,  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 audit provides a reasonable basis for our opinion.


/s/ PricewaterhouseCoopers LLP
Florham Park, NJ
April 3, 2003




<page>

Ridgewood Electric Power Trust I
Consolidated Balance Sheets
-------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                        December 31,
                                                                --------------------------
                                                                    2004            2003
                                                                -----------    -----------

                                                             <c>            <c>
Assets:
Cash and cash equivalents ...................................   $   734,192    $   835,739
Trade receivables ...........................................       533,016        447,156
Due from affiliates .........................................         5,957         45,354
Assets held for sale ........................................          --          243,349
Other current assets ........................................        35,437         36,863
                                                                -----------    -----------
       Total current assets .................................     1,308,602      1,608,461

Investment in Stillwater Hydro Partners, L.P. ...............       706,246        635,576

Equipment held by Ridgewood Rhode Island Generation LLC .....     1,000,000      1,000,000

Plant and equipment:
Building ....................................................       190,000        190,000
Machinery and equipment .....................................     1,420,725      2,520,725
                                                                -----------    -----------
                                                                  1,610,725      2,710,725
Accumulated depreciation ....................................    (1,382,363)    (1,197,303)
                                                                -----------    -----------
                                                                    228,362      1,513,422
                                                                -----------    -----------

Electric power sales contract ...............................     2,207,778      2,207,778
Accumulated amortization ....................................    (2,207,778)    (2,050,084)
                                                                -----------    -----------
                                                                       --          157,694
                                                                -----------    -----------

Other assets ................................................          --           22,570
                                                                -----------    -----------

        Total assets ........................................   $ 3,243,210    $ 4,937,723
                                                                -----------    -----------

Liabilities and Shareholders' Equity (Deficit):
Liabilities:
Accounts payable and accrued expenses .......................   $    50,191    $     4,545
Accrued professional fees ...................................        59,885         92,208
Accrued fuel expenses .......................................       126,889        191,616
Due to affiliates ...........................................          --            1,810
Loan payable - current ......................................       327,934        299,921
                                                                -----------    -----------
         Total current liabilities ..........................       564,899        590,100

Loan payable - noncurrent ...................................       314,661        652,686
                                                                -----------    -----------
       Total liabilities ....................................       879,560      1,242,786
                                                                -----------    -----------

Commitments and contingencies

Shareholders' Equity (Deficit):
Shareholder' equity (105.5 investor shares issued and
   outstanding) .............................................     2,683,117      3,748,147
Managing shareholde's deficit (1 management share
   issued and outstanding) ..................................      (319,467)       (53,210)
                                                                -----------    -----------
         Total shareholders' equity (deficit) ...............     2,363,650      3,694,937
                                                                -----------    -----------

        Total liabilities and shareholders' equity (deficit).   $ 3,243,210    $ 4,937,723
                                                                -----------    -----------
</TABLE>
        See accompanying notes to the consolidated financial statements.

<page>


Ridgewood Electric Power Trust I
Consolidated Statements of Operations
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                   Year Ended December 31,
                                                         -----------------------------------------
                                                             2004           2003           2002
                                                         -----------    -----------    -----------
<S>                                                      <C>            <C>            <C>
Power generation revenue .............................   $ 3,346,212    $ 3,203,435    $ 3,262,789
Rental revenue .......................................          --            7,620         89,400
                                                         -----------    -----------    -----------
        Total revenue ................................     3,346,212      3,211,055      3,352,189

Cost of revenue ......................................     1,738,530      2,267,435      2,572,063
                                                         -----------    -----------    -----------

Gross profit .........................................     1,607,682        943,620        780,126
                                                         -----------    -----------    -----------


Operating expenses:
General and administrative ...........................       420,801        462,589        270,855
Project development costs ............................          --             --           71,601
Impairment of equipment ..............................     1,138,349      1,772,380        209,251
Management fee to managing shareholder ...............        36,949         68,118         77,734
                                                         -----------    -----------    -----------
        Total operating expenses .....................     1,596,099      2,303,087        629,441
                                                         -----------    -----------    -----------

Income (loss) from operations ........................        11,583     (1,359,467)       150,685
                                                         -----------    -----------    -----------

Other income (expense):
    Interest income ..................................         1,513          9,153         33,200
    Interest expense .................................       (69,928)       (95,811)      (118,606)
    Equity income from Stillwater Hydro Partners, L.P.        70,670         36,709         36,548
                                                         -----------    -----------    -----------
          Total other income (expense) ...............         2,255        (49,949)       (48,858)
                                                         -----------    -----------    -----------

Net income (loss) ....................................   $    13,838    $(1,409,416)   $   101,827
                                                         -----------    -----------    -----------
</TABLE>
        See accompanying notes to the consolidated financial statements.

<page>

Ridgewood Electric Power Trust I
Consolidated Statements of Changes in Shareholders' Equity (Deficit)
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                   Shareholders        Managing          Total
                                                     Shareholder      Shareholders'
                                                                     Equity (Deficit)
                                 ---------------   ---------------  ---------------

                                <c>            <c>            <c>
Shareholders' equity (deficit),    $ 7,785,656      $   (12,427)      $ 7,773,229
  January 1, 2002

Cash distributions ............     (1,052,499)         (10,631)       (1,063,130)

Net income for the year .......        100,809            1,018           101,827
                                  ---------------   ---------------  ---------------

Shareholders' equity (deficit),      6,833,966          (22,040)        6,811,926
  December 31, 2002

Cash distributions ............     (1,690,497)         (17,076)       (1,707,573)

Net loss for the year .........     (1,395,322)         (14,094)       (1,409,416)
                                  ---------------   ---------------  ---------------

Shareholders' equity (deficit),
  December 31, 2003 ...........      3,748,147          (53,210)        3,694,937

Cash distributions ............     (1,076,100)        (269,025)       (1,345,125)

Net income for the year .......         11,070            2,768            13,838
                                  ---------------   ---------------  ---------------

Shareholders' equity (deficit),
  December 31, 2004 ...........    $ 2,683,117      $  (319,467)       $ 2,363,650
                                  ---------------   ---------------  ---------------

</TABLE>
        See accompanying notes to the consolidated financial statements.

<PAGE>

Ridgewood Electric Power Trust I
Consolidated Statements of Cash Flows
------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                           Year Ended December 31,
                                                                 -----------------------------------------
                                                                      2004          2003           2002
                                                                 -----------    -----------    -----------
<S>                                                             <C>              <C>                <C>
Cash flows from operating activities:
Net income (loss) ............................................   $    13,838    $(1,409,416)   $   101,827
                                                                 -----------    -----------    -----------

       Adjustments to reconcile net income (loss) to net cash
         provided by operating activities:
       Depreciation and amortization .........................       342,754        649,768        614,196
       Impairment of equipment ...............................     1,138,349      1,772,380        209,251
       Equity income from Stillwater Hydro Partners, L.P. ....       (70,670)       (36,709)       (36,548)
       Change in assets and liabilities:
       (Increase) in trade receivables .......................       (85,860)        (6,957)      (211,241)
       Decrease (increase) in due to/from affiliates, net ....        37,587          3,000        (45,963)
       Decrease (increase) in other current assets ...........         1,426          9,048        (28,714)
       Decrease (increase) in other assets ...................        22,570          2,430        (25,000)
       Increase in accounts payable and accrued expenses .....        45,646          4,545           --
       (Decrease) increase in accrued professional fees ......       (32,323)        30,927         (3,426)
       (Decrease) increase in accrued fuel expense ...........       (64,727)         2,458        139,158
                                                                 -----------    -----------    -----------
           Total adjustments .................................     1,334,752      2,430,890        611,713
                                                                 -----------    -----------    -----------
           Net cash provided by operating activities .........     1,348,590      1,021,474        713,540
                                                                 -----------    -----------    -----------

Cash flows from investing activities:
       Proceeds from the sale of equipment ...................       205,000           --             --
       Capital expenditures ..................................          --         (191,907)      (257,367)
                                                                 -----------    -----------    -----------
          Net cash provided by (used in) investing activities.       205,000       (191,907)      (257,367)
                                                                 -----------    -----------    -----------

Cash flows from financing activities:
       Repayments of loans payable ...........................      (310,012)      (275,067)      (252,272)
       Cash distributions to shareholders ....................    (1,345,125)    (1,707,573)    (1,063,130)
                                                                 -----------    -----------    -----------
           Net cash used in financing activities .............    (1,655,137)    (1,982,640)    (1,315,402)
                                                                 -----------    -----------    -----------

Net decrease in cash and cash equivalents ....................      (101,547)    (1,153,073)      (859,229)
Cash and cash equivalents, beginning of year .................       835,739      1,988,812      2,848,041
                                                                 -----------    -----------    -----------
Cash and cash equivalents, end of year .......................   $   734,192    $   835,739    $ 1,988,812
                                                                 -----------    -----------    -----------
</TABLE>
        See accompanying notes to the consolidated financial statements.

<PAGE>

Ridgewood Electric Power Trust I
Notes to the Consolidated Financial Statements
--------------------------------------------------------------------------------
1.     Description of Business

Ridgewood  Energy  Electric  Power,  L.P.  (the  "Partnership")  was formed as a
Delaware limited  partnership on March 6, 1991 by Ridgewood  Renewable 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 (the "1940 Act") 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.  The Trust shall continue to exist
until July 25, 2034 unless terminated sooner by certain provisions of the Trusts
Declaration.  Ridgewood  Renewable  Power LLC is the sole  managing  shareholder
("Managing Shareholder").

In November 2001,  through a proxy  solicitation,  the Trust requested  investor
consent to end the BDC status. On December 18, 2001, the consents were tabulated
and more than 50% of the investor shares consented to the elimination of the BDC
status. Accordingly, the Trust is no longer an investment company under the 1940
Act.

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.

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

2.     Summary of Significant Accounting Policies

Principles of Consolidation The consolidated  financial  statements  include the
accounts  of  the  Trust  and  its  wholly-owned   subsidiaries.   All  material
intercompany transactions have been eliminated.

The Trust uses the equity method of accounting  for its investment in Stillwater
Hydro  Partners,  L.P.  ("Stillwater")  since it is less  than 50% owned and the
Trust has the ability to exercise  significant  influence over the operating and
financial policies of Stillwater.  The Trust's share of the operating results of
Stillwater is included in the consolidated statements of operations.

Use of Estimates
The  preparation  of  consolidated   financial  statements  in  accordance  with
accounting  principles  generally  accepted  in the  United  States of  America,
requires  the Trust to make  estimates  and  judgments  that affect the reported
amounts of assets,  liabilities,  sales and expenses,  and related disclosure of
contingent assets and liabilities. On an on-going basis, the Trust evaluates its
estimates,  including  provision for bad debts,  carrying value of  investments,
amortization  and  depreciation  of plant and equipment and  intangible  assets,
impairment of long-lived assets and intangibles,  and recordable liabilities for
litigation and other contingencies.  The Trust bases its estimates on historical
experience,  current and expected  conditions and various other assumptions that
are believed to be reasonable under the circumstances, the results of which form
the  basis  for  making  judgments  about the  carrying  values  of  assets  and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates.

New Accounting Standards and Disclosures

SFAS 143
In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS 143,
Accounting for Asset Retirement  Obligations,  on the accounting for obligations
associated  with the  retirement  of  long-lived  assets.  SFAS 143  requires  a
liability  to  be  recognized  in  the  consolidated  financial  statements  for
retirement  obligations  meeting specific  criteria.  Measurement of the initial
obligation is to approximate fair value,  with an equivalent  amount recorded as
an increase in the value of the capitalized asset.  Theasset will be depreciated
in  accordance  with  normal  depreciation  policy  and  the  liability  will be
increased  for the time value of money,  with a charge to the income  statement,
until  the  obligation  is  settled.  SFAS 143 is  effective  for  fiscal  years
beginning  after June 15, 2002. The Trust adopted SFAS 143 effective  January 1,
2003, with no material impact on the consolidated financial statements.

SFAS 145
In April 2002,  the FASB  issued SFAS  No.~145,  Rescission  of FASB  Statements
No. 4,  44,  and  64,  Amendment  of  FASB  Statement   No.~13,   and  Technical
Corrections.  SFAS No.~145  eliminates  extraordinary  accounting  treatment for
reporting  gain or  loss  on debt  extinguishment,  and  amends  other  existing
authoritative  pronouncements  to make various  technical  corrections,  clarify
meanings,  or describe their applicability  under changed conditions.  The Trust
adopted  SFAS 145  effective  January 1, 2003,  with no  material  impact on the
consolidated financial statements.

SFAS 146
In June 2002, the FASB issued SFAS No.~146, Accounting for Costs Associated with
Exit or Disposal  Activities.  SFAS No.~146 requires  recording costs associated
with exit or disposal  activities at their fair values when a liability has been
incurred. The Trust adopted SFAS 146 effective January 1, 2003, with no material
impact on the consolidated financial statements.

FIN 46
In December 2003, the FASB issued FASB  Interpretation  No. 46 (Revised December
2003),  Consolidation of Variable Interest Entities ("FIN 46") which changes the
criteria  by which one  company  includes  another  entity  in its  consolidated
financial  statements.  FIN  46  requires  a  variable  interest  entity  to  be
consolidated  by a company if that  company is subject to a majority of the risk
of loss from the variable interest entity's  activities or entitled to receive a
majority  of  the  entity's   residual   returns  or  both.  The   consolidation
requirements of FIN 46 apply  immediately to variable  interest entities created
after December 31, 2003, and apply in the first fiscal period ending after March
15, 2004, for variable  interest  entities created prior to January 1, 2004. The
Trust adopted the disclosure  provisions of FIN 46 effective  December 31, 2002,
with no material  impact to the  consolidated  financial  statements.  The Trust
implemented  the full  provisions  of FIN 46  effective  January 1, 2004 with no
material impact to the consolidated financial statements.

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

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

EITF 02-14
In July 2004, the Emerging Issues Task Force ("EITF") issued EITF 02-14, Whether
an Investor  Should Apply the Equity Method of Accounting to  Investments  Other
Than Common Stock.  EITF 02-14 requires that an investor should apply the equity
method of accounting only when it has an investment(s) in common stock and/or an
investment that is in-substance  common stock.  EITF 02-14 will become effective
for reporting  periods  beginning  after September 15, 2004.The Trust will adopt
EITF 02-14  effective  January 1, 2005 and although it will change the method of
accounting  for the Trust's  investment in Stillwater  from equity to cost,  the
Trust  does not  anticipate  that the  implementation  of EITF 02-14 will have a
material impact on the consolidated financial statements.

Cash and Cash Equivalents
The Trust  considers  all highly  liquid  investments  with  maturities of three
months or less when purchased,  to be cash and cash  equivalents.  Cash and cash
equivalents  consist of commercial  paper and funds  deposited in bank accounts.
Cash  balances  with banks as of  December  31, 2004  exceed  insured  limits by
approximately $632,000.

Trade Receivables
Trade  receivables  are recorded at invoice price and do not bear  interest.  No
allowance  for bad debt expense was  provided  based upon  historical  write-off
experience,  evaluation of customer  credit  condition and the general  economic
status of the customer.

Impairment of Long-Lived Assets and Intangibles
The  Trust  evaluates  long-lived  assets,  such  as  plant  and  equipment  and
specifically identifiable  intangibles,  when events or changes in circumstances
indicate  that the  carrying  value of such assets may not be  recoverable.  The
determination  of whether an  impairment  has occurred is made by comparing  the
carrying value of an asset to the estimated undiscounted cash flows attributable
to that asset. If an impairment has occurred,  the impairment loss recognized is
the amount by which the carrying  value exceeds the estimated  fair value of the
asset.

Plant and Equipment
Plant and equipment,  consisting principally of electrical generating equipment,
is stated at cost. Major renewals and betterments that increase the useful lives
of the assets are capitalized. Repair and maintenance expenditures that increase
the efficiency of the assets are expensed as incurred.

Depreciation is recorded using the straight-line method over the useful lives of
the assets,  which are 5 to 20 years with a weighted  average of 12 and 13 years
at December 31, 2004 and 2003,  respectively.  During 2004,  2003 and 2002,  the
Trust  recorded  depreciation  expense  of  $185,060,   $334,370  and  $298,798,
respectively.

Electric Power Sales Contract
A portion of the purchase price of the Brea Project was assigned to the electric
power sales  contract  and is being  amortized  over the life of the contract (7
years) on a straight-line  basis. During 2004, 2003 and 2002, the Trust recorded
amortization expense of $157,694, $315,398 and $315,398, respectively.

Revenue Recognition
Power  generation  revenue is  recorded in the month of  delivery,  based on the
estimated  volumes  sold to  customers  at rates  stipulated  in the power sales
contract.  Adjustments  are made to reflect  actual  volumes  delivered when the
actual information  subsequently  becomes  available.  Billings to customers for
power  generation  generally occurs during the month following  delivery.  Final
billings do not vary significantly from estimates.

Supplemental Cash Flow Information
Total interest paid during the years ended December 31, 2004,  2003 and 2002 was
$69,928, $95,811 and $118,606, respectively.

In 2003, the Trust  reclassified  $1,000,000 from equipment to equipment held by
Ridgewood Rhode Island Generation LLC.

In 2003, the Trust reclassified $243,349 from equipment to assets held for sale.

Significant Customer and Supplier
During 2004, 2003 and 2002, the Trust's largest  customer,  Southern  California
Edison Company ("SCE"),  accounted for 100%, 99.8% and 97.3%,  respectively,  of
total revenues.  During 2004, 2003 and 2002, the Trust purchased 100% of its gas
from one supplier, GSF Energy, LLC ("GSF").

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

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

3.     Projects

Brea Power Partners, L.P. (a wholly-owned subsidiary, known as the Brea 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 in Brea,  California.  On
June 1, 1997,  the Trust  purchased  the general and other  limited  partnership
interests  in Brea to increase its  ownership  in the Brea Project to 100%.  The
aggregate purchase price of the Trust's investments totaled $5,916,879 including
the assumption of liabilities and acquisition costs.

Electricity  generated by the Brea Project, over and above its own requirements,
is sold to SCE under a Power  Contract.  The Power Contract may be terminated by
either  party no earlier  than the end of 2004 on 5 years'  advance  notice.  On
March 23, 2000, SCE provided such written  notice to the Brea Project  notifying
the Brea Project it was electing to terminate the Power Contract as of March 23,
2005. After such termination,  the Brea Project will sell its electric output in
the  competitive  electric  power  market as  described  further  in Note 9. The
landfill gas is produced from a landfill owned by the Orange County,  California
and is collected and sold by GSF under a gas lease agreement between GSF and the
Orange County.

In  addition  to  procuring  a long-term  power  contract,  the Brea  Project is
required to comply with certain environmental regulations of the South Coast Air
Quality  Management  District ("South Coast"),  the air pollution control agency
for  Orange  County  and major  portions  of Los  Angeles,  San  Bernardino  and
Riverside  counties in Southern  California.  The South Coast  promulgated  Rule
1110-2 regarding air emissions from gaseous and liquid-fueled stationary engines
which  generally  imposes very low air emissions  levels on such engines,  which
include the  generating  engines  used by and located at the Brea  Project  (the
"Rule").  According  to  the  Rule,  existing  and  newly  installed,   electric
generating  engines are  required  to be in  compliance  with the new  emissions
levels by January 1, 2005 or cease operations or, if operations  continue,  risk
severe penalties from South Coast. In their current configuration and operation,
the electric  generating engines used by the Brea Project cannot comply with the
Rule.  As a result,  the Brea  Project,  informally  requested  and  received on
December 16, 2004 from South Coast a temporary short-term variance of the Rule's
application  until March 31, 2005, to allow the Brea Project to install  certain
"control technology", which is intended to enable the Brea engines to operate at
or below the emission  levels  required by the Rule. The Trust is confident that
such  Control  Technology  will  enable  the  Brea  Project  to  operate  for an
indefinite  period and maintain  compliance with the Rule, but the Trust can not
guarantee  that the Control  Technology  will succeed.  Moreover,  due to vendor
delays,  the  installation  and  testing of the Control  Technology  will not be
complete prior to the expiration of the short-term  variance.  As a result,  the
Brea Project has applied for a 60-day extension of its variance. The South Coast
will hear the  application  on March 30,  2005.  See Note 9.  Assuming  that the
Control  Technology  works, and is able to keep Brea's emissions at or below the
levels  required  by the  Rule,  the Brea  Project  will  generate  and sell its
electric output to SCE under what is referred to as a "Standard Offer" contract.
Under a standard offer contract,  the Brea Project will sell its electric energy
(but not capacity) to SCE at essentially market prices.  Although current market
prices under a standard  offer  contract are high,  the Trust can not  guarantee
that they will remain at such levels.

During the first quarter of 2004,  the Trust  recorded an  impairment  charge of
$1,100,000  to adjust  the  equipment  located  at the Brea  Project to its fair
market value based upon the  assumption  the project  would cease  operations on
January 1, 2005. This impairment charge was recorded before the Trust discovered
the Control  Technology it is currently  installing.  At December 31, 2004,  the
Trust believes that the anticipated  cash flows and salvage value of the project
are sufficient to support the carrying value of the Brea Project.

Ridgewood  Mobile Power I, LLC (a  wholly-owned  subsidiary)
In August 1999,  the Trust formed and acquired  through  Ridgewood  Power Mobile
Power I, LLC, two Caterpillar mobile power modules with a total capacity of 2.35
megawatts for $710,241.  These modules were rented to domestic and international
customers.  As per an agreement with Hawthorne Power Systems ("Hawthorne"),  the
Trust paid  Hawthorne,  a  California  company  that  maintains a large fleet of
similar  rental  modules,  a fee of 20% of gross  rental  revenue to arrange and
administer  the rental of the units.  The revenue from these modules is included
as rental  revenue  and  Hawthorne's  fee is  included in cost of revenue in the
consolidated statements of operations.

Due to the increase in competition and production of newer efficient models, the
Trust  experienced a decrease in rental revenue in 2002 and 2003. As a result of
the change in these market  conditions,  the  forecasted  revenue for the mobile
power  modules  were not expected to be enough to recover the units' book value.
In 2003 and 2002, the Trust recorded impairment charges of $44,143 and $209,251,
respectively,  to reflect the units' fair market value.  The impairment  charges
have been  presented as a separate line item under other  operating  expenses in
the  consolidated  statements of  operations.  In the third quarter of 2003, the
Trust decided to make its mobile power modules available for sale.  Accordingly,
the remaining net book value of $243,349,  as of December 31, 2003, is reflected
as assets held for sale on the accompanying consolidated balance sheet.

In the first quarter of 2004,  the Trust entered into  negotiations  to sell its
mobile power modules.  As a result of the presented offer, the Trust recorded an
impairment charge of $38,349.  In the second quarter of 2004, the Trust sold its
mobile power modules for $205,000.

Ridgewood Olinda, LLC (a wholly-owned subsidiary, known as the Olinda Project)
In April 2001, the Trust formed  Ridgewood  Olinda,  LLC  ("Ridgewood  Olinda").
Ridgewood  Olinda  contracted with an unaffiliated  engineering and construction
firm (the "Firm") to construct a $3,000,000  2.5 megawatt  expansion to the Brea
Project.  The  construction  of the new  addition  was  completed  in the second
quarter of 2002.

The Olinda  Project began  commercial  operation on or about May of 2002 and had
been selling its electric output in California to the California Power Authority
("CPA")  pursuant  to  a  short-term  (ninety-day)  power  sales  contract.  The
short-term  contract  was extended by the CPA through  December 31, 2002,  along
with several other contracts with renewable (biomass)  generators.  Prior to the
expiration of the extension,  the CPA offered additional  six-month extension to
several biomass  generators but did not offer a similar  extension to the Olinda
Project. In addition, the Olinda Project submitted a proposal to SCE in response
to SCE's request for proposals for  short-term  procurement.  The Olinda Project
offered to sell SCE power pursuant to a five-year  contract at prices  favorable
to the Olinda Project,  but slightly above prices apparently  submitted by other
renewable generators. SCE did not accept the Olinda Project's proposal.

Within several months of commercial  operation,  one of the electric  generating
machines installed by the firm experienced a catastrophic failure.  Although the
Firm provided a replacement  engine to Ridgewood Olinda,  the Olinda Project was
subsequently  shut-down  in  October  of 2002 by the  Orange  County  electrical
inspector due to the Firm's  failure to install  proper  electric  switchgear or
obtain a permit for the installed switchgear.  The engine failure and switchgear
problems highlighted significant other failures of the firm, including,  but not
limited to, the Firm's  failure to obtain  final  building  permits,  failure to
deliver operating manuals or provide training, and numerous other issues.

In the second  quarter of 2003,  Ridgewood  Olinda and the Firm  agreed that the
Firm would  refurbish and  recondition  the engines to their original  state. In
return,  Ridgewood  Olinda would pay $200,000 of the remaining  $250,000 it owed
the Firm under the original agreement.  In the third quarter of 2003,  Ridgewood
Olinda made the final payment of $200,000.

As a result of the problems  experienced  at the Olinda Project site in Southern
California  including,  but not limited to, the  construction  problems with the
engineering and  construction  firm and the fact that the Olinda Project did not
have a power  contract,  the Trust  elected to relocate the electric  generating
equipment of the Olinda  Project,  to the site of a new landfill gas development
of the Trust's  affiliate,  the Ridgewood  Power B Fund/  Providence  Expansion.
Accordingly,  the Olinda  Project had its engines  removed from its facility for
refurbishment  and  reconditioning  during  the  third  quarter  of  2003.  Upon
completion  of the overhaul,  the engines were  transferred  to Ridgewood  Rhode
Island Generation LLC ("Ridgewood  Rhode Island"),  where they were installed at
the Ridgewood Rhode Island generation facility, the new landfill gas development
site of the Ridgewood Power B Fund/ Providence Expansion.

As of October 1, 2003,  Ridgewood  Olinda  entered into a lease  agreement  with
Ridgewood  Rhode Island  Generation  LLC, (a subsidiary of the Ridgewood Power B
Fund/  Providence  Expansion)  whereby  Ridgewood Olinda will receive 15% of the
available cash flows (as defined) of the Ridgewood  Rhode Island  facility.  The
agreement will remain in effect as long as the Ridgewood  Rhode Island  facility
is in  operation.  Any  payments  received  arising from the  agreement  will be
treated as a reduction of the carrying value of the segregated  asset until said
asset  has  been  bought  down to  zero,  or until  circumstances  have  changed
sufficiently  whereby it would be appropriate for the Trust to recognize income,
if any, on the transaction.

As a result of the relocation and installation of the Olinda  Project's  engines
at  Ridgewood  Rhode  Island,  the  Trust  recorded  a an  impairment  charge of
approximately   $1,728,000  in  the  third  quarter  of  2003  with   $1,000,000
representing the remaining estimated fair value of the project.

The Ridgewood Rhode Island generation facility commenced operations in the first
quarter of 2004 but experienced  sporadic operational problems during the second
and third quarters of 2004. Although,  the facility operated consistently in the
fourth quarter, the Ridgewood Rhode Island generation facility failed to produce
positive cash flow for the year ended December 31, 2004.

Stillwater Hydro Partners, L.P. (known as the Stillwater Project)
On October  31,  1991,  the Trust  acquired,  for  $1,000,000,  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.  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 the 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 32.5% limited partnership
interest  and  withdraw  from  the   partnership  in  exchange  for  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 cumulative  interest at 12% per year,  which
were  scheduled  to begin  in May  1995.  In  accordance  with the  terms of the
withdrawal,  the Trust does not officially  relinquish  its limited  partnership
interest  until it receives  the  priority  distribution  including  all accrued
interest thereon. To date, no payments have been received.

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.  Due to 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 its debt service requirements. Until
the current debt service  requirements are paid, it appears likely that most, if
not  all,  of the  payments  due to the  Trust  will  be  carried  forward  into
subsequent years.

The Trust accounts for its investment in the Stillwater Project under the equity
method of accounting.  The Trust's equity in the income (loss) of the Stillwater
Project  has  been  included  in the  consolidated  financial  statements  since
acquisition, subject to certain adjustments.


Summarized financial  information for the Stillwater Hydro Partners L.P. is
as follows:

Balance Sheet Information

                                                      As of December 31,
                                                  -----------------------
                                                      2004         2003
                                                  ----------   ----------

Current assets ................................   $  320,593   $  270,014
Non-current assets ............................    7,873,742    8,187,390
                                                  ----------   ----------
Total assets ..................................   $8,194,335   $8,457,404
                                                  ----------   ----------

Current liabilities ...........................   $  948,620   $  871,637
Long-term debt ................................    3,271,190    3,871,054
Other non-current liabilities .................    2,913,365    2,751,000
Equity ........................................    1,061,160      963,713
                                                  ----------   ----------
Total liabilities and equity ..................   $8,194,335   $8,457,404
                                                  ----------   ----------

Adjusted Trust share ..........................   $  706,246   $  635,576
                                                  ----------   ----------

Statement of Operations Information

                                        For the Year Ended December 31,
                                 -----------------------------------------------
                                     2004             2003              2002
                                 -----------      -----------       -----------

Revenue ...................      $ 1,384,237      $ 1,310,630       $ 1,384,041
                                 -----------      -----------       -----------
Operating expenses ........          716,824          696,732           709,994
Other expense .............          569,966          620,947           681,643
                                 -----------      -----------       -----------
Total expenses ............        1,286,790        1,317,679         1,391,637
                                 -----------      -----------       -----------
Net income (loss) .........      $    97,447      $    (7,049)      $    (7,546)
                                 -----------      -----------       -----------

Adjusted Trust Share ......     $     70,670      $    36,709       $    36,548
                                 -----------      -----------       -----------


4.     Loan Payable

In August 2001, Ridgewood Olinda, entered into an agreement,  effective December
2001, to borrow $1,500,000.  The proceeds from the loan were used to finance the
2.5 megawatt  expansion of the Ridgewood  Olinda  facility.  The  collateralized
notes are due in monthly  installments of $30,906,  including  interest at 8.68%
per annum. Final payment is due on November 30, 2006. The loan is collateralized
by the equipment that was originally  installed at Ridgewood  Olinda,  which has
now been transferred to Ridgewood Rhode Island.

The following is a summary of loan payable at December 31, 2004 and 2003:



                                        2004         2003
                                     ---------    ---------
Collateralized notes payable         $ 642,595    $ 952,607
Less - current maturity ....          (327,934)    (299,921)
                                     ---------    ---------
Total long-term debt .......         $ 314,661    $ 652,686
                                     ---------    ---------


Remaining scheduled  repayments of loan payable at December 31, 2004 are as
follows:

Year Ended
December 31,
-----------
     2005                         $       327,934
     2006                                 314,661
                                 ----------------
     Total                        $       642,595
                                 ----------------

5.   Commitments

The Brea  project has a long-term  agreement  to purchase  landfill gas from its
supplier.  The agreement  expires in December 2018 and is adjusted  annually for
inflation through December 31, 2004.

Future minimum purchases under the agreement to purchase landfill gas as of
December 31, 2004 are as follows:

Year Ended
December 31,
-----------
     2005                          $     720,000
     2006                                720,000
     2007                                720,000
     2008                                720,000
     2009                                720,000
     Thereafter                        6,480,000
                                 ------------------
     Total                         $  10,080,000
                                 ------------------

6.    Line of Credit Facility

On June 26, 2003, Ridgewood Renewable Power LLC, the Managing Shareholder of the
Trust,  entered into a $5,000,000  Revolving Credit and Security Agreement with
Wachovia  Bank,  National   Association.   The  agreement  allows  the  Managing
Shareholder  to obtain loans and letters of credit for the benefit of the trusts
and funds that it manages.  On February 20, 2004, the Managing  Shareholder  and
Wachovia Bank amended the  agreement  increasing  the amount to  $6,000,000  and
extended the date of  expiration  to June 30,  2005.  As described in Note 9 the
agreement has subsequently  been extended.  As part of the agreement,  the Trust
agreed to  limitations on its ability to incur  indebtedness,  liens and provide
guarantees.  As of December 31, 2004 and 2003,  the Trust has no open letters of
credit nor amounts outstanding under this line of credit facility.

7.   Transactions With Managing Shareholder and Affiliates

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. The Trust pays the Managing  Shareholder an annual  management fee, which
is  payable  in  equal  monthly  installments,   equal  to  1%  of  the  Trust's
shareholders equity (deficit) as of the beginning of the year. During 2004, 2003
and 2002, the Trust paid management fees to the Managing Shareholder of $36,949,
$68,118 and $77,734, respectively.

Under the  Declaration  of Trust,  the  Managing  Shareholder  receives  100% of
current year profits until cumulative  profits equal cumulative losses allocated
to the Managing  Shareholder.  Once cumulative  profits equal cumulative  losses
allocated to the Managing Shareholder, current year profits are allocated 99% to
the Managing Shareholder until the shareholders receive cumulative distributions
equal to their  original  investment  ("Payout").  After  Payout,  the  Managing
Shareholder is entitled to receive 20% of current year profits.  Losses incurred
in any given year are  allocated  1% to the Managing  Shareholder,  provided the
allocation  of  losses to the  shareholders  shall be  limited  to  prevent  the
shareholder from having a negative capital account.

The  Managing  Shareholder  is  also  entitled  to  receive  1%  of  all  annual
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 remaining  distributions
for the year.  Once Payout is reached,  the Managing  Shareholder is entitled to
receive 20% of the distributions

As a result of the distributions paid in January of 2004, the Trust's cumulative
distributions  have  reached  Payout.  Accordingly,   the  Managing  Shareholder
received, and will continue to receive, 20% of the distributions of the Trust.

The Managing  Shareholder  and affiliates  own, in the  aggregate,  3.0 investor
shares of the Trust with a cost of  $273,000.  The Trust  granted  the  Managing
Shareholder a single  Management Share  representing the Managing  Shareholder's
management rights and rights to distributions of cash flow.

Under the Management  Agreement with the Managing  Shareholder,  Ridgewood Power
Management  LLC  ("Ridgewood  Management"),  an entity  related to the  Managing
Shareholder   through  common  ownership,   provides   management,   purchasing,
engineering,  planning and  administrative  services to the projects operated by
the Trust.  Ridgewood  Management  charges  the  projects  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, 2004, 2003 and 2002,  Ridgewood Management charged the Brea Project
$126,706, $129,716 and $181,563,  respectively,  for overhead items allocated in
proportion  to the amount  invested in projects  managed.  During the year ended
December  31,  2004,  2003 and 2002,  Ridgewood  Management  charged  the Olinda
Project $0, $9,277 and $14,214,  respectively,  for overhead items  allocated in
proportion to the amount invested in projects managed. Ridgewood Management also
charged  the  Brea and  Olinda  projects  for all of the  direct  operating  and
non-operating expenses incurred during the period.

From time to time, the Trust records  short-term  payables and receivables  from
other  affiliates in the ordinary  course of business.  The amounts  payable and
receivable do not bear  interest.  At December 31, 2004 and 2003,  the Trust had
amounts due from affiliates of $5,957 and $45,354, respectively. At December 31,
2004 and  2003,  the Trust  had  amounts  due to  affiliates  of $0 and  $1,810,
respectively.

8.   Fair Value of Financial Instruments

At December 31, 2004 and 2003,  the carrying  value of the Trust's cash and cash
equivalents,  trade receivables,  accounts payable and accrued expenses, accrued
professional fees and accrued fuel expenses  approximates  their fair value. The
fair value of the loans payable,  calculated  using current rates for loans with
similar maturities, does not differ materially from its carrying value.

9.   Subsequent Events

On January 1, 2005,  Ridgewood Olinda and Ridgewood Rhode Island  Generation LLC
agreed to terminate their October 2003 engine lease agreement.  On the same day,
Ridgewood  Olinda,  Ridgewood Rhode Island  Generation LLC and Ridgewood Power B
Fund/Providence  Expansion entered into a new agreement which provides Ridgewood
Olinda a 15%  membership  interest in Ridgewood  Rhode Island  Generation LLC in
exchange  for  the  transfer  of  engines.  Ridgewood  Power  B  Fund/Providence
Expansion holds the remaining 85% interest in Ridgewood Rhode Island  Generation
LLC.

On March 23, 2005, the Brea Project executed a new power purchase agreement with
SCE. The new agreement replaces the power purchase agreement that expired on the
same day. The new agreement is a standard  offer  contract which has a five year
term and is  cancelable  by the Trust at anytime upon  providing SCE with thirty
days advance written notice.  Under a standard offer contract,  the Brea Project
will sell its electric energy to SCE at market prices.

On March 30, 2005, the Brea Project received an additional 90 day extension from
South Coast to continue to operate  under its current  temporary  variance.  The
control  technology  has been installed on one of the engines of the Project and
initial testing in early June indicated that the control  technology would allow
the Project to meet the required emission  standards.  Subsequent to the initial
testing but before final  testing  could be  completed  an unrelated  electrical
fault caused minor damage to the engine. Delay required to repair the damage may
prevent  final  testing  prior  to the end of the  current  variance  and,  as a
precautionary measure, the Trust has applied for an emergency variance to extend
the current  variance for a period of 15 days. Given that the Trust has acted in
good  faith to  address  the  emissions  compliance  issue and that the  control
technology has a high  likelihood of success,  as  demonstrated by the favorable
initial  tests,  the Trust is  confident  that the  emergency  variance  will be
granted  and that the Trust  will be  allowed to  complete  installation  of the
control technology on all the engines of the Project.

On June 14, 2005, the Managing Shareholder  received  notification from Wachovia
Bank that its Line of  Credit,  as  described  in Note 6, was  extended  through
September 30, 2005.




B. Supplementary Financial Information (Unaudited)

Selected Quarterly Financial Data for the years ended December 31, 2004 and 2003
is as follows:


<TABLE>
<CAPTION>

                                                                         2004
<S>                                    <C>                 <C>              <C>               <C>
-------------------------------------- ------------------- ---------------- ----------------- -------------------
                                            First               Second            Third            Fourth
                                           Quarter              Quarter          Quarter           Quarter
-------------------------------------- ------------------- ---------------- ----------------- -------------------
Revenue                                    $647,000             $779,000       $1,130,000          $790,000
-------------------------------------- ------------------- ---------------- ----------------- -------------------
Income (loss) from operations            (1,019,000)             163,000          625,000           243,000
-------------------------------------- ------------------- ---------------- ----------------- -------------------
Net income (loss)                        (1,077,000)             164,000          602,000           325,000
-------------------------------------- ------------------- ---------------- ----------------- -------------------



                                                                         2003
-------------------------------------- ---------------- ----------------- ------------------- -------------------
                                            First               Second            Third            Fourth
                                           Quarter              Quarter          Quarter           Quarter
-------------------------------------- ---------------- ----------------- ------------------- -------------------
Revenue                                    $731,000             $706,000       $1,072,000          $702,000
-------------------------------------- ---------------- ----------------- ------------------- -------------------
Income (loss) from operations               117,000             (132,000)      (1,366,000)           51,000
-------------------------------------- ---------------- ----------------- ------------------- -------------------
Net income (loss)                           100,000             (127,000)      (1,386,000)            4,000
-------------------------------------- ---------------- ----------------- ------------------- -------------------

</TABLE>




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


The Trust dismissed PricewaterhouseCoopers LLP as its independent accountants on
January 14, 2004 and appointed Perelson Weiner LLP as successor,  as reported in
the Trust's  Current  Report on Form 8-K dated  January 20,  2004,  incorporated
herein by reference.~There were no disagreements with PricewaterhouseCoopers LLP
for the year ended December 31, 2002 or for the interim  period through  January
20, 2004,  whether or not resolved,  on any matter of  accounting  principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of PricewaterhouseCoopers  LLP
would  have  caused  them to make  reference  thereto  in  their  report  on the
consolidated financial statements for such years.

Item 9A. Controls and Procedures

The Trust's Chief  Executive  Officer and Chief Financial  Officer  conducted an
evaluation of the  effectiveness and design of the Trust's  disclosure  controls
and procedures  pursuant to Rule 13a-15 of the  Securities  Exchange Act of 1934
(the "Exchange Act").  Based upon that evaluation,  the Chief Executive  Officer
and Chief  Financial  Officer each concluded  that the  disclosure  controls and
procedures were effective.

There have been no  significant  changes in the  internal  controls  or in other
factors that could  significantly  affect these controls  subsequent to the date
that they completed their evaluation.

The term  "disclosure  controls and  procedures" is defined in Rule 13a-15(e) of
the  Exchange  Act as  "controls  and other  procedures  designed to ensure that
information  required to be  disclosed  by the issuer in the  reports,  files or
submits under the Exchange Act is recorded, processed,  summarized and reported,
within the time periods specified in the [Securities and Exchange]  Commission's
rules and forms." The Trust's disclosure controls and procedures are designed to
ensure that material  information  relating to the consolidated  subsidiaries is
accumulated  and  communicated  to  management,  including  the Chief  Executive
Officer and Chief Financial  Officer,  as appropriate to allow timely  decisions
regarding the required disclosures.

Item 9B. Other Information.

None.

PART III

Item 10. Directors and Executive Officers of the Registrant.

(a)  General.

As Managing  Shareholder of the Trust,  Ridgewood Renewable Power LLC has direct
and exclusive  discretion in management and control of the affairs 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.

(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.  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. In December of 2002,  Ridgewood Power, LLC changed its name
to Ridgewood  Renewable Power, LLC. Robert E. Swanson is the controlling  member
and sole manager of the Managing Shareholder.  All of the equity in the Managing
Shareholder  is owned by Mr.  Swanson or by family  trusts.  Mr. Swanson has the
power on behalf of those  trusts to vote or  dispose  of the  membership  equity
interests owned by them.

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

A number of other  companies  are  affiliates  of Mr.  Swanson and the  Managing
Shareholder.  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.

The  Managing  Shareholder  is an  affiliate  of  Ridgewood  Energy  Corporation
("Ridgewood  Energy"),  which has organized limited  partnership funds that have
invested  in oil and natural  gas  drilling  and  completion  and other  related
activities.  Other  affiliates  of the Managing  Shareholder  include  Ridgewood
Securities,  an NASD member,  which has been the placement agent for the private
placement  offerings  of the eight  trusts and four LLCs  sponsored by Ridgewood
Renewable Power, LLC and the funds sponsored by Ridgewood Capital, which assists
in  offerings  made by the  Managing  Shareholder  and which is the  sponsor  of
privately  offered venture capital funds.  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 58, has served as Chief  Executive  Officer of the Trust
since its  inception  in 1991 and as Chief  Executive  Officer of RPM, the Other
Power  Trusts and the  Ridgewood  LLCs 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.  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.

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

Robert L. Gold,  age 46, has served as Executive  Vice President of the Managing
Shareholder, RPM, the Trust, the Other Power Trusts and the Ridgewood LLCs since
their respective  inceptions.  He has been President of Ridgewood  Capital since
its  organization  in 1998. As such,  he is President of the  Ridgewood  Venture
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.

Douglas R. Wilson,  age 45, was  appointed  Executive  Vice  President and Chief
Financial  Officer of RPM, the Trust,  the Other Power Trusts and the  Ridgewood
LLCs as of 15 April 2005.  Mr.  Wilson has been  associated  with the  Ridgewood
group of companies as a consultant and advisor since 1996 performing  investment
evaluation,  structuring  and execution  services for the Other Power Trusts and
for  Ridgewood  Venture  Funds.  Since May of 2002 Mr.  Wilson  has  served as a
Director,  CEO and Finance Director for CLP Envirogas Ltd.  ("Envirogas")  which
manages  Ridgewood's  UK landfill  gas  operations.  Mr.  Wilson has wide energy
industry  experience  including  hydrocarbon  and  project  finance  lending and
investing and has  participated in over $1 billion of financings.  During his 22
years in the financial  services  industry Mr. Wilson has been with RepublicBank
of Dallas,  Shearson-Lehman Brothers and Bank of Tokyo. Mr. Wilson is a graduate
of the  University of Texas at Arlington and has an MBA from the Wharton  School
at the  University  of  Pennsylvania.  It is  anticipated  that Mr.  Wilson will
continue to serve as an executive and Director of Envirogas during the remainder
of its  expansion  phase which is estimated  to be  completed  in 18-24  months.
During this period Mr.  Wilson will devote  approximately  20-25% of his time to
the affairs of Envirogas.  It is not  anticipated  that this  executive  role at
Envirogas  will  adversely  affect  performance  of his duties as Executive Vice
President and Chief Financial Officer.

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

 (c)  Management Agreement.

The Trust has entered into a Management Agreement with the Managing Shareholder,
detailing how the Managing  Shareholder will render  management,  administrative
and  investment  advisory  services  to the 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
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.

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  is subject to  termination  at any time on 60 days' prior notice by a
majority  in  interest  of  the  Investors  or  the  Managing  Shareholder.  The
Management Agreement is subject to amendment by the parties with the approval of
a majority in interest of the Investors.

(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. Holmes is 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. Holmes 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) Corporate Trustee

The Corporate  Trustee of the Trust is Christiana  Bank & Trust  Company.  Legal
title to Trust Property is in the name of the Trust.  Christiana  Bank is also a
trustee of the Other Power Trusts.  The principal  office of Christiana  Bank is
1314 King Street, Wilmington, DE 19801.

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

The individuals  subject to the requirements of Section 16(a) may not have filed
a Form 3 for the year ended 2004  and~possibly  prior  years.  However,  each of
these  individuals~have filed a Form 3 in~year 2005 and~will maintain compliance
with 16(a) as~required.

(g)  RPM.

As  discussed  above at Item 1 -  Business,  RPM assumed  day-to-day  management
responsibility  for the Brea Project,  effective June 1, 1997. Like the Managing
Shareholder,  RPM is  wholly  owned by  Robert  E.  Swanson.  RPM also  provided
management services to the Olinda Project. RPM charges the Trust at its cost for
these services and for the Trust's  allocable  amount of certain overhead items.
RPM  shares  space  and  facilities  with  the  Managing   Shareholder  and  its
affiliates.  To the extent that common  expenses can be reasonably  allocated to
RPM, the Managing  Shareholder  may, but is not required to,  charge RPM at cost
for the allocated  amounts and such allocated amounts will be borne by the Trust
and other  programs.  Common expenses that are not so allocated will be borne by
the Managing Shareholder.

The  Managing  Shareholder  does not  charge  RPM for the full  amount  of rent,
utilities,  supplies and office  expenses  allocable to RPM. As a result,  RPM'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.
RPM will not receive any compensation in excess of its costs.

Allocations of costs are made either on the basis of identifiable  direct costs,
time records or in proportion to each program's  investments in Projects managed
by RPM; and allocations are made in a manner consistent with generally  accepted
accounting principles.  The following table sets forth the cost reimbursement to
RPM.

                      2004        2003        2002        2001        2000
Cost
reimbursement
RPM               $1,923,454  $2,176,067  $2,418,929  $1,842,315  $1,255,007

The Operation  Agreement does not have a fixed term and is terminable by RPM, 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  RPM;  however,  no  amendment  that  materially
increases  the  obligations  of the  Trust  or  that  materially  decreases  the
obligations of RPM shall become effective until at least 45 days after notice of
the amendment, together with the text thereof, has been given to all Investors.

The  executive  officers of RPM are the same as the  officers  for the  Managing
Shareholder, as set forth above.



(h)  Code of Ethics.

The Managing  Shareholder has adopted a Code of Ethics in March 2004 for itself,
the Trust, Other Power Trusts, Ridgewood LLCs and affiliates. The Code of Ethics
is attached hereto as Exhibit 10P.

Item 11. Executive Compensation.

The Managing Shareholder compensates its officers without additional payments by
the Trust.  The Trust will reimburse RPM at cost for services  provided by RPM's
employees.  Information as to the fees payable to the Managing  Shareholder  and
certain  affiliates is contained at Item 13 - Certain  Relationships and Related
Transactions.

Christiana,  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  Renewable  Power 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. The total cost of the 3.0 Investor Shares was
$273,000. By virtue of its purchase of that Investor Share,  Ridgewood Renewable
Power is  entitled  to the  same  ratable  interest  in the  Trust as all  other
purchasers of Investor Shares. No other executive officers of the Trust acquired
Investor Shares in the Trust's offering.

Ridgewood  Renewable  Power  was  issued  one  Management  Share  in  the  Trust
representing  the  beneficial  interests  and  management  rights  of  Ridgewood
Renewable  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  Renewable 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
that the Trust deems necessary to cover  anticipated  Trust  expenses,  is to be
distributed to the Investors and the Managing Shareholder, from time to time, as
the Trust  deems  appropriate.  Under the  Declaration  of Trust,  the  Managing
Shareholder receives 100% of current year profits until cumulative profits equal
cumulative losses allocated to the Managing Shareholder. Once cumulative profits
equal  cumulative  losses  allocated to the Managing  Shareholder,  current year
profits  are  allocated  99% to the  Managing  Shareholder  until the  Investors
receive cumulative  distributions equal to their original investment ("Payout").
After  Payout,  the Managing  Shareholder  is entitled to receive 20% of current
year profits. Losses incurred in any given year are allocated 1% to the Managing
Shareholder, provided the allocation of losses to the Investors shall be limited
to prevent the Investor from having a negative capital account.

The  Managing  Shareholder  is  also  entitled  to  receive  1%  of  all  annual
distributions  made by the Trust (other than those derived from the  disposition
of Trust property) until the Investors 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 remaining  distributions  for the
year.  Once Payout is reached,  the Managing  Shareholder is entitled to receive
20% of the distributions

In 2004 and 2003, the Trust made  distributions  to the Managing  Shareholder 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:

Paid to               2004       2003       2002        2001       2000
Managing
Shareholder          37,949    $68,118    $77,734     $87,406    $70,083


The management fee, payable monthly under the Management Agreement at the annual
rate of 1% of the Trust's  prior year 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.
Payroll and other costs of operation of the Trust's Projects are  reimbursements
to RPM,  which do not exceed its actual  costs,  are  described  at Item 10(g) -
Directors and Executive Officers of the Registrant -- RPM.

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.

Item 14. Principal Accountant Fees and Services

     Audit Fees

The aggregate fees billed for professional  services rendered by Perelson Weiner
LLP for the audits of the Trust's annual consolidated  financial  statements for
the years  ended  December  31,  2004 and 2003 and the  reviews  of the  Trust's
consolidated financial statements included in the Quarterly Reports on Form 10-Q
for the year ended  December  31, 2004 were  approximately  $31,000 and $26,000,
respectively.  The aggregate fees billed for professional  services  rendered by
PricewaterhouseCoopers LLP for the reviews of the Trust's consolidated financial
statements  included  in the  Quarterly  Reports on Form 10-Q for the year ended
December 31, 2003 was approximately $17,000.

     Tax Fees

The aggregate fees billed for all tax services  rendered by Perelson  Weiner LLP
for the years ended  December 31, 2004 and 2003 were  approximately  $28,000 for
each year.  Tax  services  principally  include tax  compliance,  tax advice and
planning (including foreign tax services, as well as tax planning strategies for
the preservation of net operating loss carryforwards).

     Audit Related Fees

     None.


     All Other Fees

     None.

PART IV

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

The following documents are filed as part of this report:

(a)  Financial Statements.

See the Index to Financial Statements in Item 8 hereof.

(b)  Reports on Form 8-K.

The  Registrant  filed a Form  8-K with  the  Commission  on  January  20,  2004
indicating  that the Trust  changed its  Certifying  Accountants  by  dismissing
PricewaterhouseCoopers LLP and engaging Perelson Weiner LLP.

(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.

     10O. Amended and Restated Gas Sale and Purchase  Agreement,  dated June 11,
          2001, by and between GSF Energy,  LLC and Ridgewood Power  Management,
          LLC, on behalf of Brea Power Partners, L.P. and Ridgewood Olinda, LLC.

     10P. Code of Ethics, adopted March 1, 2004.

     23.1 Consents of independent accountants.

     99.1. Certifications under Section~906 of the Sarbanes-Oxley Act.

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.



<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.


RIDGEWOOD ELECTRIC POWER TRUST I (Registrant)

By:/s/ Robert E. Swanson       Chief Executive Officer           July 15, 2005

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       Chief Executive Officer           July 15, 2005
Robert E. Swanson

By:/s/ Douglas R. Wilson       Executive Vice President          July 15, 2005
Douglas R. Wilson              and Chief Financial
                               Officer

RIDGEWOOD RENEWABLE POWER LLC  Managing Shareholder              July 15, 2005
By:/s/ Robert E. Swanson       Chief Executive Officer
Robert E. Swanson






<PAGE>

                   CERTIFICATION PURSUANT TO RULE 13A-14 UNDER
                 THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Robert E. Swanson,  Chief Executive Officer of Ridgewood Electric Power Trust
I ("registrant"), certify that:

1. I have reviewed this annual report on Form~10-K of the registrant;

2. Based  on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3. Based  on  my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

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

(a)  Designed such disclosure controls and procedures, or caused such disclosure
     controls and  procedures to be designed  under our  supervision,  to ensure
     that  material  information  relating  to  the  Registrant,  including  its
     consolidated  subsidiaries,  is made  known to us by  others  within  those
     entities,  particularly  during the  period in which the  Annual  Report is
     being prepared;

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

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

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
registrant's auditors and senior management:

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

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



Date: July 15, 2005
/s/ Robert E. Swanson



Robert E. Swanson
Chief Executive Officer

<PAGE>
                   CERTIFICATION PURSUANT TO RULE 13A-14 UNDER
                 THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Douglas R. Wilson,  Chief Financial Officer of Ridgewood Electric Power Trust
I ("registrant"), certify that:

1. I have reviewed this annual report on Form~10-K of the registrant;

2. Based  on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3. Based  on  my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

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

(a)  Designed such disclosure controls and procedures, or caused such disclosure
     controls and  procedures to be designed  under our  supervision,  to ensure
     that  material  information  relating  to  the  Registrant,  including  its
     consolidated  subsidiaries,  is made  known to us by  others  within  those
     entities,  particularly  during the  period in which the  Annual  Report is
     being prepared;

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

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


5. The registrant's other certifying officer and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
registrant's auditors and senior management:


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

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



Date: July 15, 2005
/s/ Douglas R. Wilson



Douglas R. Wilson
Chief Financial Officer