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, 2000

                         Commission file number 0-24240

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

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

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

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

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

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

Shares of Beneficial Interest(Title of Class)

     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ___

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

     There is no market for the Shares. The aggregate capital contributions made
for the Registrant's  voting Shares held by  non-affiliates of the Registrant at
March 30, 2001 was $10,550,000.

Exhibit index is at page 36.
<PAGE>

PART I

Item 1.  Business.

Forward-looking statement advisory

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

         The Trust therefore warns readers of this document that they should not
rely on these  forward-looking  statements without considering all of the things
that could make them  inaccurate.  The Trust's other filings with the Securities
and Exchange  Commission and its Confidential  Memorandum  discuss many (but not
all) of the risks and  uncertainties  that might  affect  these  forward-looking
statements.

         Some of these are changes in political and economic conditions, federal
or state  regulatory  structures,  government  taxation,  spending and budgetary
policies,  government  mandates,  demand for electricity and thermal energy, the
ability of customers to pay for energy  received,  supplies and prices of fuels,
operational status of plant,  mechanical  breakdowns,  availability of labor and
the  willingness  of  electric  utilities  to perform  existing  power  purchase
agreements in good faith.  Some of the  cautionary  factors that readers  should
consider are described below at Item 1(c)(4) Trends in the Electric  Utility and
Independent Power Industries.

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

         (a)  General Development of Business.

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

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

         The Trust made an  election  to be treated as a  "business  development
company" under the Investment  Company Act of 1940, as amended (the "1940 Act").
On May 26, 1994 the Trust  notified the  Securities  and Exchange  Commission of
that election and  registered  its shares of beneficial  interest (the "Investor
Shares") under the Securities Exchange Act of 1934, as amended (the "1934 Act").
On June 25, 1994 the  election  and  registration  became  effective.  The Trust
currently has 223 holders of record of Investor Shares.

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

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

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

The following summarizes some of these relationships.

         Robert E.  Swanson and certain  Swanson  family  trusts own 100% of the
equity of the following entities:

o Ridgewood Securities Corporation - Placement Agent ("Ridgewood Securities");
o Ridgewood Power Management, LLC - Operates the Projects owned by the Trust and
six other Trusts organized by Managing Shareholder ("RPM");
o  Ridgewood  Power  LLC -  Managing  Shareholder  of seven  trusts  ("Ridgewood
Power");
o Ridgewood Energy Holding  Corporation - Corporate Trustee for all six trusts;
 and
o Ridgewood  Capital  Management  LLC - marketing  affiliate  and manager of six
venture capital funds ("Ridgewood Capital").

Mr. Swanson has sole voting and investment  power over the Swanson family trusts
and is the sole manager, chief executive officer of the above entities.

In addition,  the Trust is affiliated with the following 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"); and
o Ridgewood/Egypt Fund ("Egypt Fund")

(b)  Financial Information about Industry Segments.

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

(c)  Narrative Description of Business.

     (1)  General Description.

         The Trust was formed to  participate in the  development,  construction
and operation of independent electric power projects.  The Trust owns the Olinda
Project,  which is a 5-megawatt  capacity  electric  generating  plant fueled by
methane  gas from a local  landfill  in Brea,  Orange  County,  California  (the
"Olinda Project").  It also owns a preferred limited partnership interest in the
Stillwater Project, a 3.5-megawatt  hydroelectric facility located on the Hudson
River north of Albany, New York (the "Stillwater  Project").  In 1997, the Trust
sold  its  South  Boston  Project  (previously   designated  as  the  "Lynchburg
Project"),  a 3-megawatt  capacity  electric  generating  plant at South Boston,
Virginia that burns waste fuel oil. These  Projects are  Qualifying  Facilities,
which are  generally  exempt from  federal and state  regulations  that apply to
investor-owned electric utilities. Generally, utilities are required to purchase
electricity  generated by Qualifying  Facilities and many utilities have entered
into  long-term  power  contracts  ("Power   Contracts")  with  such  Qualifying
Facilities.  The  electricity  produced  by each  Project  is sold to the  local
electric  utility  company  under  Power  Contracts  or is used on site to power
equipment.  When or if those Power Contracts end, the Projects will have to sell
their output on the competitive  electric power market and there is no assurance
that they can do so at a profit.

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

         Historically,   producers  of  electric  power  in  the  United  States
consisted of regulated  utilities  serving end-use retail  customers and certain
industrial  users that  produced  electricity  to satisfy  their own needs.  The
independent  power  industry  in  the  United  States  was  created  by  federal
legislation  passed in  response to the energy  crises of the 1970s.  The Public
Utility  Regulatory  Policies  Act of 1978,  as amended  ("PURPA"),  among other
things,   requires   utilities  to  purchase   electric  power  from  Qualifying
Facilities, including "cogeneration facilities" and "small power producers," and
also exempts  these  Qualifying  Facilities  from most federal and state utility
regulatory requirements. In addition, the price paid by electric utilities under
PURPA for electricity produced by Qualifying Facilities is the utility's avoided
cost of producing  electricity  (i.e.,  the incremental  costs the utility would
otherwise  face to  generate  electricity  itself or purchase  electricity  from
another source).  Pursuant to PURPA,  and state  implementation  of PURPA,  many
electric utilities have entered into long-term Power Contracts with rates set by
contract  formula approved by state regulatory  commissions.  Historically,  the
contract formula rates have been significantly higher that the rates the utility
could obtain in a  competitive  market.  In some areas of the country this still
may be true. However,  beginning during the summer of 2000 in California,  where
the Olinda Project is located,  due to the electric energy crises in that state,
competitive  market  rates where  significantly  higher  than the formula  rates
contained in many  Qualifying  Facilities  Power  Contracts.  As later described
below,  the electric  energy market in California is quite  volatile and appears
that it will remain so for the  foreseeable  future.  It is difficult to predict
when, if ever,  the rates to  Qualifying  Facilities'  in California  will again
exceed competitive electric market rates.

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

         (2) Projects.

         (i) Olinda  Project.  In October 1994,  the Trust  purchased,  for $3.1
million, an equity interest in Brea Power Partners,  L.P., a partnership,  which
owns and  operates  the Olinda  Project.  The Olinda  Project is a landfill  gas
facility  that uses as fuel,  methane and other  burnable  gases  created by the
decomposing  of garbage in a landfill.  If not used for fuel,  those gases would
escape to the atmosphere.  Methane is a potent  "greenhouse  gas" that increases
global  warming by  significantly  more than the carbon  dioxide and water vapor
produced when it is burned.

         The Trust's  original  limited  partnership  interest  essentially  was
designed to allow it to recover its initial  investment  of $3.1  million and to
provide an internal rate of return of approximately 15% per year, and to yield a
small  residual  amount  thereafter.  As of January  1,  1997,  the owner of the
remaining limited  partnership  interest in the Partnership was GSF Energy, LLC,
an  indirect  subsidiary  of DQE  Corporation.  GSF  Energy,  LLC also owned the
general partner of the Partnership, which had a 1% interest in the Partnership's
profits and losses.

         On June 1, 1997, the Trust, through subsidiaries,  acquired the general
partnership  interest and the limited partnership  interest owned by GSF Energy,
LLC for a base price of  $3,000,000,  and thus  acquired  the entire  beneficial
interest in the  Partnership.  The parties  agreed that the base price was to be
adjusted for operating  cash flow generated and cash  distributions  made by the
Partnership  from the effective date of January 1, 1997 through May 31, 1997 and
for the Partnership's  current assets at the closing date. The purchase price as
so adjusted was  $2,813,000,  inclusive of a cash payment of  $2,257,000  to the
seller,  assumed  liabilities of $441,000 and acquisition costs of approximately
$116,000.  In the second half of 1997 the Trust invested an additional  $661,000
to provide working capital.

         Until June of 1997,  an affiliate  of DQE  operated the Olinda  Project
under an operations and  maintenance  agreement.  The operations and maintenance
agreement was  terminated in June 1997 and Ridgewood  Power  Management  LLC, an
affiliate of the Trust's Managing Shareholder,  began operating and continues to
operate the Olinda  Project.  It is reimbursed by the Trust for its actual costs
incurred and allocable overhead expenses but will not otherwise be compensated.

         Neither GSF Energy, LLC ("GSF") nor DQE Corporation was affiliated with
or had any material  relationship  with the Trust,  its Managing  Shareholder or
their  affiliates,  directors,  officers or  associates  of their  directors and
officers,  other than their prior  relationships  with the  Partnership  and the
ongoing  responsibility of the corporate successor to GSF Energy, LLC to operate
the gas collection  system as described  below. The sales price and the terms of
the  acquisition  were  determined  in arm's  length  negotiations  between  the
Managing Shareholder of the Trust and representatives of DQE Corporation.

         All electricity  generated by the Olinda Project over and above its own
requirements is sold to Southern California Edison Company ("SCE") under a Power
Contract.  The energy price under the Power  Contract is the higher of 5.8 cents
per kilowatt-hour or an amount determined by a contract formula set forth in the
Power Contract. Generally, Qualifying Facilities are paid avoided cost, which is
computed under a contract  formula  prescribed by the California  Public Utility
Commission ("CPUC") consisting of a fixed payment for the plant's capacity and a
payment per unit of energy delivered to the utility.

         Currently, and as a result of the deregulation of the California energy
market,  SCE has  allegedly  suffered  billions of dollars in losses  during the
later  part of 2000  and is  teetering  on the  brink  of  bankruptcy.  This has
resulted  in part  because  SCE,  like the  other  two  investor-owned  electric
utilities  ("IOUs") in California,  was required by the 1996 deregulation law to
sell 50% of its fossil-fuel  electric generation resources located in California
to unaffiliated  third parties,  although SCE sold more than such 50% amount. In
addition,  the law  required  that SCE sell the  electric  output  of all of its
remaining  electric  resources to and purchase all of its electric  energy needs
from the California Power Exchange ("CalPx"), a day-ahead and day-of spot market
for electricity  that was also created by the deregulation  legislation.  During
the early years of  deregulation,  this framework worked well and was profitable
for SCE because the wholesale price of electricity  purchased from the CalPx was
substantially lower than the "frozen" retail price of electricity that SCE could
legally charge its end-use customers.  The difference between the two prices was
used  by SCE,  among  other  things,  to  recoup  stranded  investments  and pay
dividends to its parent Edison  International,  Inc.,  which dividends were then
invested in  unregulated  subsidiaries  and used for other  corporate  purposes.
However,  beginning  in the  summer of 2000,  due to  explosive  growth of power
consumption in California,  the lack of new electric generation,  water and fuel
shortages,  and other reasons,  the situation changed dramatically and the CalPx
price for electricity (which SCE paid) was substantially  higher than the retail
price that SCE was permitted by law to charge its retail customers, resulting in
huge losses for SCE.  See,  Section  1c(4) - Trends in the Electric  Utility and
Independent Power Industries.

         On January 16, 2001, as a result of its precarious  financial  position
and in an  effort  to  conserve  what  little  cash it  possessed,  SCE sent the
Qualifying  Facilities under contract with it,  including the Olinda Project,  a
letter informing them that it was temporarily  suspending payments to Qualifying
Facilities.  SCE has not  paid  the  Olinda  Project  for  energy  and  capacity
delivered  to SCE for the months of November  and  December,  2000,  January and
February 2001 and SCE has written in public  documents that it will be unable to
pay Qualifying  Facilities,  as well as other  suppliers and creditors,  for the
foreseeable  future. As a result of SCE's failure to pay, the Olinda Project, on
January 16, 2001,  wrote to GSF Energy,  the gas supplier to the Olinda Project,
and informed it that the Olinda Project was  scheduling  major  maintenance  and
thus output would be reduced while certain of the machines are off-line for such
maintenance.  On January 18, 2001,  DQE Financial  responded on behalf of GSF to
the Olinda Project and asserted that the timing of such major maintenance was an
attempt by Olinda to escape the minimum purchase obligations of the Gas Sale and
Purchase  Agreement  ("Gas  Agreement")  and it  retained  all of its rights and
remedies  under the Gas  Agreement.  The Trust  believes  that the Gas Agreement
permits  the  Olinda  Project to  schedule  and take the major  maintenance  but
recognizes  that GSF disagrees  with that  position.  In addition,  due to SCE's
failure to pay the Olinda  Project,  it has not paid GSF Energy for the landfill
gas  supplied  during the above  mentioned  months and will not pay for such gas
until  SCE  pays  the  Olinda  Project.  Therefore,  unless  payment  is made or
assurances of payment are provided by SCE, GSF could commence legal  proceedings
against the Olinda  Project  seeking  damages for  outstanding  payments for gas
delivered  and  breach  of  contract.  GSF  Energy  has not  commenced  any such
proceedings.  In  addition,  the Trust has claims  against SCE for breach of the
Power Contract and is currently  reviewing its  alternatives and legal remedies,
but has not at this time commenced proceedings against SCE. However, on March 8,
2001, the Managing Shareholder,  filed with FERC a "Request For Emergency Relief
and  Extension  of  Waiver  of  Qualifying  Facility  Regulations"  in which the
Managing Shareholder seeks an order for FERC permitting Qualifying Facilities to
sell to third  parties.  If such order were issued by FERC,  the Olinda  Project
would be able to sell its power,  even if on a temporary  basis,  to third party
purchasers.

         In an effort to resolve the California crises, there have been numerous
proposals by the CPUC, as well as the legislature, to adjust downward the prices
paid by California  utilities to Qualifying  Facilities.  The Trust expects that
any  regulatory  proceeding  to set an energy  price  applicable  to  Qualifying
Facilities will be extremely protracted and that a legislative  solution, if one
were to be enacted and approved by the  governor,  is likely to be arbitrary and
significantly  below the  avoided  cost of the energy to SCE.  Current  proposed
legislation in California  regarding non gas-fired  Qualifying  Facilities under
contract with SCE, such as the Olinda  Project,  is proposing an energy price of
approximately  5.37 cents for approximately a term of 5 years, to June 30, 2006.
If such legislation  were to be enacted and withstand legal challenge,  it would
effective  lower  the  price  paid by SCE to  Olinda  for the  5-year  term.  In
addition,  the legislation would require that SCE pay Qualifying  Facilities for
all  outstanding  amounts  owed.  This proposed  legislation  is but one of many
solutions that must be enacted as a "global" solution to the California  crises.
The Trust believes that such proposed  legislation,  as currently written,  will
fail to address the problem in that,  among other problems,  it fails to address
the issue of acceptable and necessary  creditworthiness of the utilities. In any
event, the Trust cannot predict whether this legislation,  or any legislative or
regulatory proposals,  will be enacted or adopted and, if so, provide any relief
to the electricity  crises or assure that the Trust will ever be paid by SCE for
the energy and capacity delivered to SCE.

         Notwithstanding  the current crises in  California,  the Trust believes
that California's needs for electric power in the foreseeable future will likely
increase and that there will be a need for additional electric generation in the
near future. To that end, the Olinda Project has a letter of intent with Stewart
& Stevenson  ("S&S"),  an  engineering  and  construction  firm,  to contract an
additional  2.5-megawatt  facility at the Olinda Project site. The proposed cost
of the additional facility is approximately  $1,500,000.  This new facility will
be an "exempt wholesale  generator" and sell its power to third party purchasers
and will  not be  contractually  obligated  to sell  any  power to SCE.  Certain
equipment  necessary for the  expansion was in short supply so a purchase  order
for such  equipment was placed with S&S by the Olinda  Project  despite the fact
that negotiations with S&S have not concluded.  However, according to the letter
of intent,  if the Olinda Project decides not to conclude  negotiations with S&S
and abandons the expansion, the equipment will be remarketed by S&S. Discussions
have been  initiated  with GSF Energy to discuss an  increase  in  landfill  gas
sufficient to supply the expansion.

         The Trust's  purchase of the Olinda Project in 1994 did not include the
landfill  gas  collection  system  and  the  processing  units.  Under  the  Gas
Agreement,  GSF  sells  gas to the  Olinda  Project  at a price in year  2000 of
approximately  $.82 per million British Thermal Units ("BTU") of heat equivalent
plus an additional fixed payment of $12,500 annually (both the BTU price and the
annual  fixed  payment  escalate  at 3.7%  per  year).  If the gas  supplied  is
insufficient to operate the generators at assumed levels, the Olinda Project may
take action to remedy the  deficiency.  Further,  in that  instance GSF would be
liable to the Olinda  Project for damages of up to $3.1  million on a cumulative
basis. The gas supply agreement expires on the later of December 31, 2004 or the
stated term of the Power Contract.  The landfill gas is produced from a landfill
owned by the  County of Orange,  California,  under a gas lease  agreement  that
expires no earlier  than the end of 2004.  The County is  entitled  to a royalty
payable by GSF.

         Congress has created a $3 per barrel of oil equivalent tax credit as an
incentive for burning  landfill gas (with numerous  exceptions and  phase-outs).
The  credit  currently  expires on  December  31,  2002.  The credit can only be
obtained,  however,  by a seller of landfill gas to an  unaffiliated  generating
facility.  Accordingly,  neither the Trust nor its Investors are entitled to any
tax credit for  landfill  gas.  If the credit is not  extended or another tax or
subsidy  incentive is not substituted for it, GSF may not be able to operate the
collection  system under the existing  arrangements and the cost of landfill gas
fuel to the Project may increase.

         In spring 1998, GSF sustained repeated  short-term  compressor failures
that  interrupted  delivery of gas to the Project.  Although  GSF obtained  used
replacement  compressors,  those  replacements  in turn  failed  during July and
August 1998,  causing a material revenue loss to the Project.  The Trust claimed
$389,000 as liquidated  damages (which  approximates the Trust's actual damages)
under the Gas Agreement in September  1998 and has offset the claims against the
Trust's  obligations to GSF to pay for delivered  gas. Since  September 1998 GSF
Energy has not had any extended  failures to deliver gas but the Trust continues
to monitor GSF's actions to remedy the compressor  problems.  If GSF were unable
to provide the Olinda Project with sufficient supplies of landfill gas such that
the Olinda Project could not meet certain performance and availability standards
set forth in the Power  Contract,  the Olinda Project could be liable to SCE for
liquidated damages. However, given SCE's current failure to pay, which the Trust
believes is a breach of the Power Contract, the imposition of liquidated damages
by SCE in the foreseeable future is not likely.

         Finally,  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 Olinda  Project to the effect that it was
electing to terminate the Power Contract as of March 23, 2005.

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

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

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

         The Trust has only  received a single  partial  payment of  $126,000 in
1994 and does not expect to receive any  additional  payments for an  indefinite
period of time. The Stillwater  Project has been unable to earn  sufficient cash
flow to cover its fixed debt service  obligations and to pay all of the 22.5% of
available cash flow to which CIT is entitled.

         The 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.  The  Project's  ability to reach
projected  generation  levels requires the use of flashboards  during high water
periods.  The  flashboards  are  removable  wood and metal  planks that fit over
spillways  and that  increase the level of the water behind the dam by up to two
feet.  The extra water height  behind the dam  increases  the force of the water
through the generation  turbines and thus increases power output.  However,  the
flashboards  as installed have  consistently  been ripped from their moorings by
high water flows and floating debris, and they cannot be reinstalled during high
water periods. Further, state environmental  requirements limit the times during
which  repairs can be made.  As a result,  power output during high flow periods
has not reached  projected  levels.  In addition,  even if water flow levels are
optimal,  the Project is unable to  generate  the full  projected  output of 3.5
megawatts of electricity because of a design defect.

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

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

         (iii)  South  Boston  Project.  The Trust  made an  approximately  $3.9
million equity investment  (including without limitation  construction costs and
cash  advances)  in  a  3  megawatt  electrical  generating  facility  that  was
constructed in an industrial park near South Boston,  Halifax  County,  Virginia
(the "South  Boston  Project").  The facility used waste oil as its primary fuel
source for three  refurbished  reciprocating  diesel engine  generators and also
included a waste oil  treatment  facility.  The Trust's  investment  covered all
development and construction costs of the facility.

         In July 1995,  Virginia  Electric  Power and Light Co.  ("VEPCO"),  the
utility  which  purchased  electricity  from the South  Boston  Project  under a
long-term  Power Contract,  sent a notice to the Trust  purporting to cancel the
Power  Contract for alleged  failures by the project to comply with the terms of
the Power Contract.  Litigation  followed and on January 17, 1997, the Trust and
VEPCO settled the litigation and VEPCO paid the Trust's subsidiary $3,750,000 in
cash and waived substantial  capacity payments that might have been due to VEPCO
in the event of an early  termination  of the  Power  Contract.  The  subsidiary
surrendered  the Power  Contract  to VEPCO  and  agreed to the entry of an order
dismissing its lawsuit against VEPCO. The settlement permits the Trust or buyers
of the Project to continue  operating the generating  station and the associated
waste oil treatment plant, but not to sell electricity  except to investor-owned
electric utilities for resale or use outside VEPCO's service area or to meet the
facility's  own load. The facility may be operated for  non-generating  purposes
such as waste oil treatment.

         The Trust shut down the South  Boston  Project in January 1997 and sold
it to an  unaffiliated  third party in December  1997 for a $700,000  promissory
note  secured by the Project  property and the right to receive 2% of any future
gross  revenues  from the  Project.  The buyer of the South  Boston  Project was
unable to operate it successfully  and closed it in August 1999. The Trust wrote
off the mortgage as being uncollectible effective December 31, 1999.

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

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

         (3) Project Operation

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

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

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

         The Managing  Shareholder has organized  Ridgewood Power Management LLC
("RPM")  to  provide  operating   management  for  facilities  operated  by  its
investment  programs,  and has  assigned  day-to-day  management  of the  Olinda
Project to RPM. Like the Managing Shareholder,  RPM is wholly owned by Robert E.
Swanson. It entered into an "Operation Agreement," effective June 1, 1997, under
which  RPM  provides  all  management,  purchasing,  engineering,  planning  and
administrative  services for the Olinda  Project.  These services are charged to
the Project at RPM's cost. See Item 10 - Directors and Executive Officers of the
Registrant and Item 13 Certain  Relationships and Related Party Transactions for
further  information  regarding the Operation Agreement and RPM and for the cost
reimbursements  received  by RPM.  The  Stillwater  Project  is  managed  by its
remaining equity partners and the Trust has no management responsibility for the
Project.

         Electricity  produced by a Qualifying  Facility Project is delivered to
the electric utility purchaser through transmission lines and equipment that are
built  to  interconnect  with the  utility's  existing  power  grid.  The  Power
Contracts for the Projects require the utility to take all electricity generated
up to the Projects'  rated capacity and  accordingly  seasonal  fluctuations  in
demand do not  affect the  Projects.  The price  payable  to the Olinda  Project
increases in daylight hours of the summer months when demand peaks, so the Trust
attempts to perform maintenance during off-peak periods.  Electricity  generated
from the Units is generally used by the renter on-site. If there were a shortage
of electric  generation  capacity,  the Units could be rented as additional peak
generation  capacity  by a  utility  or  electricity  seller,  subject  to local
environmental limitations.

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

         Most  Projects  require a variety  of  permits,  including  zoning  and
environmental permits. Such permits must usually be kept in force in order for a
Project to continue its operations.  If future  environmental  standards require
that  a  Project  spend  increased   amounts  for  compliance,   such  increased
expenditures  could  have an  adverse  effect on the Trust to the extent it is a
holder   of   such   Project's   equity    securities.    See   Item   1(c)(6)--
Business-Narrative Description of Business -- Regulatory Matters.

         (4)  Trends in the Electric Utility and Independent Power Industries.

         In September 1996,  California  enacted Assembly Bill 1890 ("AB 1890"),
which totally restructured  California's  existing monopolistic electric utility
industry into a market-based  competitive industry.  Among other things, AB 1890
required that California's  investor-owned  utilities ("IOUs") sell 50% of their
fossil-fueled  electric  generation assets to unaffiliated  thirds parties.  The
money  received  for these  assets was used,  among  other  purposes,  to reduce
stranded  investments.  The IOUs,  however,  were  permitted  to retain  certain
generation  assets,  including  generation from Qualifying  Facilities,  certain
hydroelectric  generation facilities,  nuclear generation  facilities,  and some
fossil-fueled generation facilities ("IOU Retained Generation"). In addition, AB
1890 created the CalPx, a day-ahead and day-of energy spot market,  and required
that the IOUs  sell all of the  electric  generation  from  their  IOU  Retained
Generation to and purchase all of their electric supply needs from the CalPx. In
addition,  the rates that the IOUs were permitted to charge their retail end-use
customers were frozen at certain levels until the end of the transition  period,
which for SCE and Pacific Gas and Electric Company was in 2003.

         From the passage of AB 1890 until approximately the summer of 2000, the
framework  instituted  by AB 1890  worked well in that the  wholesale  price for
electricity purchased from the CalPx by SCE and the other IOUs was significantly
lower than the frozen  retail  rates that SCE was  permitted to charge to retail
customers.  The resulting  "profit" made by SCE was used, among other things, to
recoup  SCE's  stranded  investments  and to pay  dividends  to SCE's  corporate
parent, Edison International  ("Edison").  Edison then used such funds to invest
in unregulated assets as well as for other general corporate purposes.  However,
during  the  summer  of 2000  the  situation  changed  dramatically.  The  CalPx
wholesale  price of  electricity  increased  significantly  due in large part to
California's  explosive growth in power consumption,  environmental  regulation,
natural gas shortages,  the failure of the state to add any significant electric
generation  facilities  for over a decade,  and the lack of  available  electric
energy  from  other  areas of the  West.  SCE was now  purchasing  its  electric
generation needs at wholesale prices significantly above the frozen retail rates
it was permitted by AB 1890 to charge to retail customers.  As a result, SCE has
incurred  substantial  losses and, as described above, has suspended payments to
Qualifying Facilities, as well as to the CalPX and other creditors.  Unless some
resolution is worked out, SCE may ultimately declare bankruptcy.  In such event,
the Power  Contract with SCE would be subject to  modification  or rejection and
given the  situation in California  there can be no assurance  that SCE will not
declare bankruptcy.

         There have been  numerous  proposals  and actions taken by a variety of
parties in California in an attempt to find a reasonable  and workable  solution
to the electric crises.  For example,  the Federal Energy Regulatory  Commission
("FERC") removed the requirement that the IOUs purchase all of their electricity
needs from the CalPx. In addition,  a wholesale rate soft cap or "breakpoint" of
$150 Mwh has been  imposed by FERC,  however,  most  believe it is a  short-term
measure as such cap may provide a disincentive to the  construction of new power
plants and  transmission  facilities.  Although  the market cap is a  short-term
solution, there is a reasonable probability that such wholesale rate caps may be
continued  for an indefinite  period of time.  The CalPx was unable to institute
and operate under the $150 Mwh  breakpoint  and, as a result of this and certain
other FERC orders, suspended trading as of January 31, 2001.

         The IOUs in  California  have also  sought to remedy  the  problems  by
seeking regulatory and legal relief from the losses they have incurred.  SCE and
Pacific Gas and Electric  Company  ("PG&E")  petitioned  the CPUC seeking relief
from the retail  rate  freeze and an  increase  of  approximately  30% in retail
rates. The CPUC approved only a 10% increase,  significantly less than requested
and far below what was necessary for SCE and PGE to remain solvent. SCE and PG&E
have also instituted  separate court actions seeking to have the court rule that
the high wholesale  power costs they have incurred in obtaining  power for their
retail load must by law be allowed to be passed through to retail rate payers.

         In  addition,  the CPUC gave IOUs  permission  to enter into  long-term
bilateral power contracts with independent energy producers  ("IPPs").  However,
due to SCE's failure to make  payments to the CalPx for past energy  deliveries,
which in turn meant that the CalPx could not pay such IPPs, many large IPPs were
reluctant  to make  further  energy  deliveries  to the CalPx or directly to SCE
without  being  paid for past  deliveries  and  receiving  assurances  of future
payments. SCE could do neither and during the later part of 2000 and early 2001,
such IPPs were ordered  either by the Secretary of the United States  Department
of Energy or by the federal  courts to continuing  selling  power.  These orders
essentially  required  the IPPs to sell to the  California  Department  of Water
Resources  ("DWR"),  a state agency that has been purchasing  power at wholesale
from IPPs and  reselling  it to the IOUs at prices  that  approximates  the IOUs
retail  rate  authorization,  which is  significantly  lower that the  wholesale
price. As a result,  the California DWR is losing substantial sums of money such
that every several weeks or on a monthly basis the California legislature has to
appropriate more funds for the DWR to continue purchasing.  None of those orders
forcing electric sales, however, applied to Qualifying Facilities.

         Finally,  the  California  legislature  has  been  considering  certain
proposals to substitute an arbitrarily  derived price for the energy price to be
paid to Qualifying Facilities.  Any regulatory proceeding to set an energy price
applicable  to  Qualifying   Facilities  will  be  extremely  protracted  and  a
legislative solution, if one were to be enacted and approved by the governor, is
likely to be  arbitrary  and below the  avoided  cost of the energy to the IOUs.
Because  federal law requires  that  Qualifying  Facilities be paid at least the
avoided  cost to IOUs of  obtaining  the same  amount of energy  from a marginal
supplier,  if the energy price set by California is less than that avoided cost,
Qualifying  Facilities  will have the right to sue for the correct  avoided cost
price in  federal  court or before  the FERC.  Such  proceedings  could  also be
protracted  and  expensive  unless the FERC acts on its own or other  generators
bring a proceeding before the Commission or a court.

         Prior to the summer of 2000,  many IOUs were attempting to purchase and
terminate the Power Contracts of Qualifying  Facilities  because,  historically,
the electric rates paid to Qualifying  Facilities have been  significant  higher
than wholesale  power rates.  Currently,  however,  the rates paid to Qualifying
Facilities by California IOUs are lower than current  wholesale power rates and,
if the legislation  proposed to substitute a legislatively  derived energy price
is enacted and  survives  legal  challenges,  Qualifying  Facilities  will be an
attractive generating asset for California's IOUs.

         After the  Power  Contracts  expire  (in 2005 for  Olinda  and 2029 for
Stillwater) or terminate earlier for other reasons, the Projects under currently
anticipated  conditions  would be free to sell their  output on the  competitive
electric supply market,  either in spot,  auction or short-term  arrangements or
under long-term  contracts if those Power Contracts could be obtained.  There is
no assurance that the Projects could sell their output or do so profitably.  The
Trust is unable to  anticipate  whether the fuel cost  advantages  the  Projects
currently have as balanced  against their relatively high costs of operation and
maintenance would allow the Projects to operate profitably.

         (5)  Competition

         The  Olinda  and  Stillwater  Projects,  as  described  above,  are not
currently  subject to  competition  because  those  Projects  have  entered into
long-term Power Contracts to sell their output at specified prices.  However,  a
particular  Project  could be  subject  to  future  competition  to  market  its
electricity  output if its Power Contract expires or is terminated  because of a
default or failure to pay by the purchasing  utility or other purchaser;  due to
bankruptcy or insolvency of the  purchaser;  because of the failure of a Project
to comply with the terms of the Power  Contract;  regulatory  changes;  or other
reasons.  The Olinda Project would then face  competition to market its capacity
and energy output.  Given the current crises and need for electric generation in
California,  the Trust  believes that, if subjected to  competition,  the Olinda
Project in the near future could  effectively  compete and  profitably  sell its
energy and  capacity,  although no such  profit,  if any,  can be assured due to
certain other  uncertainties,  such as future  legislation,  natural gas prices,
continued   imposition  of  a  wholesale  rate  cap,  and  possible   protracted
litigation.  The  process  of  deregulation  in New York,  where the  Stillwater
Project is located, is still uncertain and it is difficult to estimate the level
of marketing competition that it would face in any such event.

         There  are a large  number of  participants  in the  independent  power
industry.  Several large  corporations  specialize in  developing,  building and
operating Independent Power Projects. Equipment manufacturers, including many of
the largest  corporations in the world,  provide equipment and planning services
and provide capital through finance  affiliates.  Many regulated  utilities have
organized  subsidiaries  or affiliates to participate in unregulated  activities
such as planning, development,  construction and operating services or in owning
exempt  wholesale  generators or up to 50% of  Independent  Power  Projects.  In
addition,  there are many smaller firms whose businesses are conducted primarily
on a regional or local basis.  Many of these companies focus on limited segments
of the  cogeneration  and  independent  power industry and do not provide a wide
range  of  products  and  services.   There  is  significant  competition  among
non-utility  producers,  subsidiaries  of utilities and utilities  themselves in
developing  and operating  energy-producing  projects and in marketing the power
produced by such projects.

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

         6.  Regulatory Matters.

         Projects are subject to energy and  environmental  laws and regulations
at  the  federal,  state  and  local  levels  in  connection  with  development,
ownership,  operation,  geographical location,  zoning and land use of a Project
and  emissions  and other  substances  produced by a Project.  These  energy and
environmental  laws and  regulations  generally  require  that a wide variety of
permits and other approvals be obtained before the  commencement of construction
or operation of an energy-producing  facility and that the facility then operate
in compliance  with such permits and  approvals.  Since the Trust  operates as a
"business  development  company"  under  the 1940  Act,  it is also  subject  to
provisions of that act pertaining to such companies.

         (i)  Energy Regulation.

         (A)  PURPA.  The  enactment  in  1978 of  PURPA  and  the  adoption  of
regulations  thereunder  by FERC  provided  incentives  for the  development  of
cogeneration  facilities and small power production  facilities  meeting certain
criteria.  Qualifying  Facilities  under  PURPA are  generally  exempt  from the
provisions of the Public  Utility  Holding  Company Act of 1935, as amended (the
"Holding  Company  Act"),  the Federal  Power Act, as amended (the "FPA"),  and,
except  under  certain  limited  circumstances,  state  laws  regarding  rate or
financial  regulation.  In order to be a  Qualifying  Facility,  a  cogeneration
facility must (a) produce not only  electricity  but also a certain  quantity of
heat  energy  (such as  steam)  which is used for a  purpose  other  than  power
generation, (b) meet certain energy efficiency standards when natural gas or oil
is used as a fuel source and (c) not be  controlled or more than 50% owned by an
electric utility or electric utility holding company. Other types of Independent
Power Projects,  known as "small power production facilities," can be Qualifying
Facilities if they meet regulations  respecting maximum size (in certain cases),
primary energy source and utility ownership.

         The exemptions from extensive federal and state regulation  afforded by
PURPA to Qualifying  Facilities are important to the Trust and its  competitors.
The Trust  believes  that each of its  Projects is a Qualifying  Facility.  If a
Project loses its Qualifying  Facility status,  the utility can reclaim payments
it made for the Project's non-qualifying output to the extent those payments are
in excess of  current  avoided  costs 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 may result in
increased competition in the sale of electricity.

         The 1992 Energy Act created the "exempt wholesale  generator"  category
for  entities  certified  by FERC as being  exclusively  engaged  in owning  and
operating  electric  generation  facilities  producing  electricity  for resale.
Exempt  wholesale  generators  remain  subject to FERC  regulation in all areas,
including  rates, as well as state utility  regulation,  but electric  utilities
that  otherwise  would be  precluded  by the  Holding  Company  Act from  owning
interests in exempt wholesale generators may do so. Exempt wholesale generators,
however,  may not sell  electricity  to affiliated  electric  utilities  without
express  state  approval  that  addresses  issues of fairness to  consumers  and
utilities and of reliability.

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

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

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

         (ii)  Environmental Regulation.

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

         Title  V of  the  Clean  Air  Act  Amendments  added  a new  permitting
requirement for existing  sources that requires all  significant  sources of air
pollution to submit new  applications to state agencies.  Title V implementation
by the states generally does not impose significant  additional  restrictions on
the Trust's  Projects,  other than  requirements to continually  monitor certain
emissions and document  compliance.  The  permitting  process is voluminous  and
protracted  and the costs of fees for Title V  applications,  of testing  and of
engineering  firms to prepare the necessary  documentation  have increased.  The
Trust believes that all of its facilities, which require Title V compliance, are
in compliance with such requirements.

         The Trust's  Projects  must comply with many federal and state laws and
regulations  governing  wastewater and storm water discharges from the Projects.
These are generally  enforced by states under "NPDES"  permits for point sources
of  discharges  and by storm water  permits.  Under the Clean  Water Act,  NPDES
permits  must be renewed  every  five years and permit  limits can be reduced at
that time or under  re-opener  clauses at any time.  The  Projects  have not had
material difficulty in complying with their permits or obtaining  renewals.  The
Projects use  closed-loop  engine  cooling  systems  which do not require  large
discharges of coolant except for periodic  flushing to local sewer systems under
permit and do not make other material discharges.

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

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

         The  Managing  Shareholder  expects  that  environmental  and  land use
regulations  may become more stringent.  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.

         (iii) The 1940 Act.

         Since its  Shares  are  registered  under  the 1934  Act,  the Trust is
required to file with the  Commission  certain  periodic  reports (such as Forms
10-K  (annual  report),  10-Q  (quarterly  report) and 8-K  (current  reports of
significant  events) and to be subject to the proxy  rules and other  regulatory
requirements of that act that are applicable to the Trust.

         As a "business  development company," the Trust is a closed-end company
(defined  by the 1940 Act as a  company  that  does not  offer  for sale or have
outstanding  any redeemable  security) that is regulated under the 1940 Act only
as  a  business  development   company.   The  act  contains   prohibitions  and
restrictions on transactions  between business  development  companies and their
affiliates  as defined in that act, and requires that a majority of the board of
the company be persons  other than  "interested  persons" as defined in the act.
The Board of the Trust is comprised of  Ridgewood  Power and three  individuals,
John C. Belknap,  Dr.  Richard D. Propper and Seymour  Robin,  who also serve as
independent  trustees  of Power IV and the Growth  Fund,  two  similar  programs
sponsored by the Managing Shareholder, but who are not otherwise affiliated with
the Trust, Ridgewood Power or any of their affiliates.  See Item 10 -- Directors
and Executive Officers below.

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

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

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

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

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

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

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

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

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

         (iv)  Potential Legislation and Regulation.

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

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

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

         (e)     Employees.

         The  employees of the Olinda  Project are employed by 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.

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

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

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

Olinda   Olinda,    Leased     2004          2        6,000
         CA


Still- Stillwater,  Leased     2029          .75        N/A
 water-    NY        and
                   Licensed

Item 3.  Legal Proceedings.

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

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

         The Trust did not submit any matters to a vote of the Investors  during
the fourth quarter of 2000.

PART II

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

(a)  Market Information.

         The Trust has 105.5 Investor Shares of beneficial interest in the Trust
resulting from the merger with the Partnership,  which was effective on June 15,
1994.  As of the date of this Form  10-K,  all such  Investor  Shares  have been
issued and are  outstanding.  There are no  outstanding  options or  warrants to
purchase or securities  convertible  into  Investor  Shares and the Trust has no
intention to make any public offering of its Investor Shares.

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

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

(b)  Holders.

     As of the date of this  Form  10-K,  there  are 223  holders  of  record of
Investor Shares.

(c)  Dividends.

     The Trust made distributions as follows for the years 1999 and 2000:

                                      Year ended     Year ended
                                     December 31,    December 31,
                                         2000            1999
Total distributions to Investors      $1,477,793      $1,297,654
Distributions per Investor Share          14,008          12,300
Total distributions to
 Managing Shareholder                     14,927          13,108

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

         The  Trust's  cash  flow  derives  primarily  from  distributions  from
Projects. Those distributions are from cash flow of the Projects, which includes
income of Projects plus funds representing depreciation and amortization charges
taken by the Projects.  A substantial portion of many distributions by the Trust
will  include  cash flow  derived from  depreciation  and  amortization  charges
against assets at the Project level. Nevertheless,  because the Projects are not
consolidated  with the Trust for  accounting  purposes,  all funds received from
Projects  are  considered  to be revenue to the Trust for  accounting  purposes.
Distributions may also include cash released from operating reserves.  Investors
should be aware that the Trust is  organized to return net cash flow rather than
accounting  income  to  Investors.  Prior to  January  2001,  the Trust had made
regular quarterly or monthly distributions. Effective January 1, 2001, the Trust
ceased  making  distributions  pending  (i) the  resolution  of SCE's  financial
difficulties,  (ii) the possible expansion of the Olinda Project,  (iii) and the
possible  combination of the Trust with the six affiliated  investment programs,
as described above.

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.

Selected Financial Data
                        As of and for the year ended December 31,
                        2000      1999     1998      1997     1996
Total Fund Information:
Net project revenues  2,172,195 1,850,230 2,049,728 1,851,763   606,863
Net income (loss)     2,065,970 1,333,461 1,963,215 1,316,797   496,802
Net assets (share-
 holders' equity)     8,228,752 7,655,502 7,632,803 6,993,143 6,604,641
Investments in power
 generation limited
 partnerships         6,630,024 6,583,781 6,560,616 6,515,771 7,177,875
Total assets          8,356,360 7,766,845 7,710,882 7,668,271 7,505,197
Per Investor Share
  Project revenues       20,589    17,537    19,429    17,552     5,752
  Expenses                1,852     5,559     1,390     5,917     1,069
Net income (loss)        19,583    12,639    18,609    12,481     4,709
Net asset value          77,998    72,564    72,349    66,286    62,832
Distributions
   Per share             13,723    12,300    12,420     8,711     7,588


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.

Revenue is  recorded  by the Trust as cash  distributions  are  declared  by the
Projects.  Trust revenues may fluctuate  from period to period  depending on the
operating cash flow generated by the Projects and the amount of cash retained to
fund capital expenditures.

Outlook

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

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

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

Results of Operations

The year ended December 31, 2000 compared to the year ended December 31, 1999.

Total revenue  increased by 17.8% from $1,920,000 in 1999 to $2,261,000 in 2000,
primarily due to a 13.4% increase in income from the Olinda Project due to lower
maintenance  costs.  In addition,  the income from the two mobile power  modules
acquired in August 1999 increased from $59,000 in 1999 to $141,000 in 2000.

Total expenses  decreased by $392,000  (66.8%) from $587,000 in 1999 to $195,000
in 2000.  The primary  cause of the  decrease  was the absence of a writedown in
1999 of the Trust's note  receivable  from the sale of the South Boston Project.
All other 1999 Trust expenses were comparable to those of 2000.

The year ended December 31, 1999 compared to the year ended December 31, 1998.

Total revenue  decreased 9.0% to $1,920,000 from  $2,110,000 in 1998,  primarily
due to a 12.6%  decrease in income from the Olinda  Project to  $1,791,000  from
$2,050,000 in 1998.  The decrease in income from the Olinda Project was a result
of higher  maintenance  costs and was partially offset by $59,000 of income from
the two mobile power modules acquired in August 1999.

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

Liquidity and Capital Resources

In 2000 and 1999,  the Trust's  operating  activities  generated  $2,061,000 and
$1,315,0000 of cash,  respectively.  The lower level of cash from  operations in
1999 reflects  lower  earnings from the Olinda plant and the purchase of the two
Caterpillar engines in August 1999.

Cash used in financing activities in 2000 and 1999 of $1,493,000 and $1,311,000,
respectively,  was consistent and represented distributions to shareholders. The
Trust ceased making distributions to shareholders in the first quarter of 2001.

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

The Trust  anticipates  that during 2001 its cash flow from  operations  will be
sufficient  to meet its  obligations,  notwithstanding  that,  as  explained  in
Section  1(c)(2),  the Olinda Project is not currently being paid by SCE and has
not been paid for energy and capacity  delivered to SCE for the months  November
2000, December 2000, January 2001 and February 2001.

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, 2000
                       Expected Maturity Date
                            2001
                           (U.S. $)

Bank Deposits and Certificates of Deposit     $ 1,711,000
Average interest rate                                5.6%

Item 8.  Financial Statements and Supplementary Data.

Index to Financial Statements

Report of Independent Accountants                      F-2
Balance Sheet at December 31, 2000 and 1999            F-3
Statement of Operations for the three years ended
  December 31, 2000                                    F-4
Statement of Changes in Shareholders' Equity
  for the three years ended December 31, 2000          F-5
Statement of Cash Flows for the three years
  ended December 31, 2000                              F-6
Notes to Financial Statements                   F-7 to F-10

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

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

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

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

PART III

Item 10.  Directors and Executive Officers of the Registrant.

(a)  General.

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

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

(b)  Managing Shareholder.

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

         The Managing  Shareholder has also organized Power II, Power III, Power
IV, Power V, The Growth Fund,  and the Egypt Fund as Delaware  business  trusts.
Ridgewood  Power  LLC is now  also  their  managing  shareholder.  The  business
objectives of these trusts 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.   For
convenience,  the  remainder  of  this  Memorandum  will  discuss  each  limited
liability company and its corporate predecessor as a single entity.

         The  Managing   Shareholder   is  an  affiliate  of  Ridgewood   Energy
Corporation  ("Ridgewood  Energy"),  which has organized and operated 48 limited
partnership funds and one business trust (of which 25 have terminated) and which
had total capital contributions in excess of $190 million. The programs operated
by Ridgewood Energy have invested in oil and natural gas drilling and completion
and other  related  activities.  Other  affiliates  of the Managing  Shareholder
include Ridgewood Securities,  an NASD member which has been the placement agent
for the  private  placement  offerings  of the  seven  trusts  sponsored  by the
Managing Shareholder 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;  and RPM. Each of these companies is
controlled by Robert E. Swanson, who is their sole director or manager.

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

         Robert E.  Swanson,  age 54, has also served as  President of the Trust
since its inception in 1991 and as President of RPM,  Power II, Power III, Power
IV,  Power V, the  Growth  Fund  and the  Egypt  Fund,  since  their  respective
inceptions. Mr. Swanson has been President and registered principal of Ridgewood
Securities  and became the  Chairman  of the Board of  Ridgewood  Capital on its
organization in 1998. He also is Chairman of the Board of the Ridgewood  Capital
Venture  Partners I, II and III venture capital funds. In addition,  he has been
President  and sole  stockholder  of  Ridgewood  Energy  since its  inception in
October 1982.  Prior to forming  Ridgewood Energy in 1982, Mr. Swanson was a tax
partner at the former New York and Los Angeles law firm of Fulop & Hardee and an
officer in the Trust and Investment  Division of Morgan  Guaranty Trust Company.
His  specialty  is in personal tax and  financial  planning,  including  income,
estate  and gift tax.  Mr.  Swanson  is a member  of the New York  State and New
Jersey bars, the Association of the Bar of the City of New York and the New York
State  Bar  Association.  He  is a  graduate  of  Amherst  College  and  Fordham
University Law School.

         Robert L. Gold,  age 42, has served as Executive  Vice President of the
Managing  Shareholder,  RPM, the Trust,  Power II, Power III, Power IV, Power V,
the Growth  Fund,  and the Egypt Fund since their  respective  inceptions,  with
primary responsibility for marketing and acquisitions.  He has been President of
Ridgewood  Capital since its  organization  in 1998. As such, he is President of
the Ridgewood  Capital  Venture  Partners I and II funds.  He has served as Vice
President  and General  Counsel of  Ridgewood  Securities  Corporation  since he
joined the firm in December  1987.  Mr. Gold has also served as  Executive  Vice
President of Ridgewood Energy since October 1990. He served as Vice President of
Ridgewood  Energy from December 1987 through  September  1990. For the two years
prior to joining  Ridgewood  Energy and  Ridgewood  Securities,  Mr.  Gold was a
corporate attorney in the law firm of Cleary,  Gottlieb, Steen & Hamilton in New
York  City  where  his  experience   included  mortgage  finance,   mergers  and
acquisitions, public offerings, tender offers, and other business legal matters.
Mr.  Gold is a member of the New York  State bar.  He is a  graduate  of Colgate
University and New York University School of Law.

         Martin V. Quinn,  age 53, has been the  Executive  Vice  President  and
Chief Operating Officer of Ridgewood Power since April 2000. Before that, he had
assumed the duties of Chief  Financial  Officer of  Ridgewood  Power in November
1996 under a  consulting  arrangement.  In April  1997,  he became a Senior Vice
President and Chief Financial Officer of Ridgewood Power.

         Mr. Quinn has over 30 years of experience in financial  management  and
corporate mergers and acquisitions, gained with major, publicly traded companies
and an  international  accounting  firm. He formerly served as Vice President of
Finance  and Chief  Financial  Officer of  NORSTAR  Energy,  an energy  services
company,  from February 1994 until June 1996. From 1991 to March 1993, Mr. Quinn
was  employed by  Brown-Forman  Corporation,  a  diversified  consumer  products
company and distiller, where he was Vice President-Corporate  Development.  From
1981 to 1991, Mr. Quinn held various officer-level positions with NERCO, Inc., a
mining and natural resource  company,  including Vice President-  Controller and
Chief  Accounting  Officer  for his last six years and Vice  President-Corporate
Development.  Mr.  Quinn's  professional  qualifications  include his  certified
public  accountant  qualification in New York State,  membership in the American
Institute of Certified  Public  Accountants,  six years of  experience  with the
international  accounting firm of  PricewaterhouseCoopers,LLP  and a Bachelor of
Science degree in Accounting and Finance from the University of Scranton (1969).

         Daniel V. Gulino,  age 40, has been Senior Vice  President  and General
Counsel of the Managing Shareholder 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, 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.

         Christopher  I.  Naunton,  36,  has been the Vice  President  and Chief
Financial  Officer of the Managing  Shareholder  since April 2000. From February
1998 to April 2000,  he was Vice  President  of Finance of an  affiliate  of the
Managing  Shareholder.  Prior  to that  time,  he was a  senior  manager  at the
predecessor  accounting  firm  of  PricewaterhouseCoopers   LLP.  Mr.  Naunton's
professional    qualifications   include   his   certified   public   accountant
qualification in Pennsylvania, membership in the American Institute of Certified
Public  Accountants and a Bachelor of Science degree in Business  Administration
from Bucknell University (1986).

         Mary Lou Olin,  age 48, has served as Vice  President  of the  Managing
Shareholder,  RPM, Ridgewood Capital,  the Trust, Power II, Power III, Power IV,
Power V, the Growth Fund, and Egypt Fund since their respective inceptions.  She
has also served as Vice President of Ridgewood  Energy since October 1984,  when
she joined the firm. Her primary areas of responsibility are investor relations,
communications and administration.  Prior to her employment at Ridgewood Energy,
Ms. Olin was a Regional  Administrator at McGraw-Hill Training Systems where she
was employed for two years.  Prior to that, she was employed by RCA Corporation.
Ms. Olin has a Bachelor of Arts degree from Queens College.

 (c)  Management Agreement.

         The Trust has entered  into a  Management  Agreement  with the Managing
Shareholder,  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.

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

(d) Executive Officers of the Trust.

     Pursuant  to  the  Declaration,  the  Managing  Shareholder  has  appointed
officers of the Trust to act on behalf of the Trust and sign documents on behalf
of the Trust as authorized  by the Managing  Shareholder.  Mr.  Swanson has been
named the President of the Trust and the other  principal  officers of the Trust
are identical to those of the Managing Shareholder.

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

(e)  The Trustees.

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

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

     John C. Belknap, age 54, has been chief financial officer of three national
retail chains and their parent companies.  Currently,  he is a managing director
of Manticore  Partners,  LLC, a venture advisory and development firm. From July
1997 to August 1999, he was Executive Vice President and Chief Financial Officer
of Richfood Holdings, Inc., a Virginia-based food distributor and retailer. From
December 1995 to June 1997 Mr.  Belknap was Executive  Vice  President and Chief
Financial Officer of OfficeMax,  Inc., a national chain of office supply stores.
From February 1994 to February  1995,  Mr.  Belknap was Executive Vice President
and Chief Financial  Officer of Zal  Corporation,  a 1large and national jewelry
retail  chain.  From  January  1990 to January  1994 and from  February  1995 to
December 1995, Mr. Belknap was an independent financial consultant. From January
1989 through May 1993 he also served as a director of and  consultant  to Finlay
Enterprises,  Inc.,  an  operator of leased fine  jewelry  departments  in major
department  stores  nationwide.  Prior  to 1989,  Mr.  Belknap  served  as Chief
Financial  Officer of Seligman & Latz, Kay Corporation  and its subsidiary,  Kay
Jewelers, Inc.

     From 1979 to 1985,  Mr. Belknap  served as Chief  Financial  Officer of Kay
Corporation,  the parent of Kay  Jewelers,  Inc.  ("KJI"),  a national  chain of
jewelry stores and leased jewelry  departments in major  department  stores.  He
served as Chief  Financial  Officer of KJI from 1974 to 1979.  Mr. Belknap was a
senior  auditor  at Arthur  Young & Company  (now  Ernst &  Young),  a  national
accounting firm. Mr. Belknap earned BA and MBA degrees from Cornell University.

     Dr. Richard D. Propper,  age 52,  graduated from McGill  University in 1969
and received his medical  degree from Stanford  University in 1972. He completed
his internship  and residency in Pediatrics in 1974,  and then attended  Harvard
University for postdoctoral training in hematology/oncology. Upon the completion
of such  training,  he joined the staff of the Harvard  Medical  School where he
served as an assistant  professor until 1983. In 1983, Dr. Propper left academic
medicine  to found  Montgomery  Medical  Ventures,  one of the  largest  medical
technology  venture  capital firms in the United  States.  He served as managing
general  partner of  Montgomery  Medical  Ventures  until 1993.  Dr.  Propper is
currently a consultant to a variety of companies for medical matters,  including
international  opportunities in medicine.  In June 1996 Dr. Propper agreed to an
order of the  Commission  that required him to make filings under Sections 13(d)
and (g) and 16 of the 1934 Act and that imposed a civil  penalty of $15,000.  In
entering  into  that  agreement,  Dr.  Propper  did not admit or deny any of the
alleged  failures  to  file  recited  in  that  order.  Dr.  Propper  is also an
acquisition consultant for Ridgewood Capital Venture Partners, LLC and Ridgewood
Institutional  Venture  Partners,  LLC,  the first  two  venture  capital  funds
sponsored by Ridgewood  Capital.  He receives a fixed  consulting fee from those
funds and contingent compensation from Ridgewood Capital.

         Seymour (Si) Robin,  age 73, has been the Executive  Vice President and
CEO of Sensor  Systems,  Inc.,  an  antenna  manufacturing  company  located  in
Chatsworth, California. He has held this position since 1972. From 1949 to 1953,
he owned  and  operated  United  Manufacturing  Company,  which  specialized  in
aircraft and missile  antennas.  From 1953 to 1957,  he managed  Bendix  Antenna
Division,  which  specialized  in aircraft and space  antennas and avionics.  In
1957, he started SRA Antenna Company as a manufacturer and technical  consultant
to  worldwide  manufacturers  or  commercial  and  military  aircraft  and space
vehicles. He remained at SRA Antenna Company until 1971, at which time he became
Executive Vice President and CEO of Sensor Systems, Inc.

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

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

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

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

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

         All  individuals  subject to the  requirements  of  Section  16(a) have
complied with those reporting requirements during 1999.

(g)  RPM.

         As  discussed  above  at  Item 1 -  Business,  RPM  assumed  day-to-day
management  responsibility for the Olinda Project,  effective June 1, 1997. Like
the Managing  Shareholder,  RPM is wholly owned by Robert E. Swanson. It entered
into an "Operation Agreement" with the Trust's subsidiary that owns the Project,
effective June 1, 1997,  under which RPM, under the  supervision of the Managing
Shareholder, will provide the management, purchasing,  engineering, planning and
administrative services for the Olinda Project. RPM will charge 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.

         Initially,  the Managing  Shareholder does not anticipate  charging RPM
for the full amount of rent,  utilities,  supplies and office expenses allocable
to RPM.  As a result,  both  initially  and on an  ongoing  basis  the  Managing
Shareholder believes that 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 will be made either on the basis of  identifiable
direct costs,  time records or in proportion to each  program's  investments  in
Projects  managed by RPM; and  allocations  will be made in a manner  consistent
with generally accepted accounting principles.

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

         The Operation Agreement does not have a fixed term and is terminable by
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 Mr.  Swanson  (President),  Mr.  Gold
(Executive  Vice  President),   Mr.Quinn  Executive  Vice  President  and  Chief
Operating Officer).  Mr. Gulino (Senior Vice President and General Counsel); Mr.
Naunton  (Vice  President  and  Chief  Financial  Officer)  and Ms.  Olin  (Vice
President).

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; no such reimbursement per employee exceeded $60,000
in 2000 and 1999. Information as to the fees payable to the Managing Shareholder
and certain  affiliates  is  contained  at Item 13 - Certain  Relationships  and
Related Transactions.

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

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

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

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

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

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

Item 13.  Certain Relationships and Related Transactions.

         The Declaration  provides that cash flow of the Trust,  less reasonable
reserves which the Trust deems necessary to cover anticipated Trust expenses, is
to be distributed to the Investors and the Managing  Shareholder  (collectively,
the "Shareholders"),  from time to time as the Trust deems appropriate. Prior to
Payout (the point at which  Investors  have  received  cumulative  distributions
equal to the amount of their capital contributions), each year all distributions
from the Trust,  other than  distributions of the revenues from  dispositions of
Trust Property,  are to be allocated 99% to the Investors and 1% to the Managing
Shareholder until Investors have received annual  distributions  equal to 15% of
their Capital  Contributions (a "15% Priority  Distribution") and thereafter any
remaining  distributions  will be allocated  80% to the Investors and 20% to the
Managing  Shareholder.  Revenues from  dispositions  of Trust Property are to be
distributed 99% to Investors and 1% to the Managing Shareholder until Payout. In
all cases, after Payout,  Investors are to be allocated 80% of all distributions
and the Managing Shareholder 20%.

         For any fiscal  period,  the Trust's net  profits,  if any,  other than
those  derived from  dispositions  of Trust  Property,  are allocated 99% to the
Investors  and 1% to the  Managing  Shareholder  until the profits so  allocated
offset (1) the aggregate 15% Priority  Distribution to all Investors and (2) any
net losses from prior periods that had been allocated to the  Shareholders.  Any
remaining  net  profits,  other than those  derived from  dispositions  of Trust
Property,   are  allocated  80%  to  the  Investors  and  20%  to  the  Managing
Shareholder.  If the Trust  realizes  net losses for the period,  the losses are
allocated  80% to the Investors  and 20% to the Managing  Shareholder  until the
losses so allocated  offset any net profits from prior periods  allocated to the
Shareholders. Any remaining net losses are allocated 99% to the Investors and 1%
to the Managing  Shareholder.  Revenues from  dispositions of Trust Property are
allocated in the same manner as distributions  from such  dispositions.  Amounts
allocated to the  Investors  are  apportioned  among them in proportion to their
capital contributions.

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

         In  2000  and  1999,  the  Trust  made  distributions  to the  Managing
Shareholder  (which is a member of the Board of the Trust) as stated at Item 5 -
Market for  Registrant's  Common  Equity and  Related  Stockholder  Matters.  In
addition,  the Trust and its subsidiaries  paid fees and  reimbursements  to the
Managing Shareholder and its affiliates as follows:

Paid to          2000          1999      1998       1997       1996
Managing
Shareholder       $70,083     $76,331    $69,931    $67,483   $49,255

Cost
reimbursement
RPM            $1,090,389  $1,912,474  1,771,554  1,853,994 1,098,910

         These  included all payroll,  fuel and other  expenses of operating the
South Boston and Olinda Projects and an allocable portion of RPM overhead. These
costs  are paid by the  Projects  and do not  appear  in the  Trust's  financial
statements.

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

PART IV

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

     (a)  Financial Statements.

     See the Index to Financial Statements in Item 8 hereof.

     (b) Reports on Form 8-K.

     No Forms 8-K were filed with the  Commission by the  Registrant  during the
quarter ending December 31, 2000.

     (c)  Exhibits.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     21.   Subsidiaries of the Registrant.                Page

     24.   Powers of Attorney                             Page

     27.   Financial Data Schedule                        Page

<PAGE>

SIGNATURES

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

     Signature                  Title                       Date

RIDGEWOOD ELECTRIC POWER TRUST I (Registrant)

By: /s/Robert E. Swanson    President and Chief       March 30, 2001
     Robert E. Swanson       Executive Officer

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

By: /s/Robert E. Swanson    President and Chief       March 30, 2001
     Robert E. Swanson       Executive Officer

By: /s/Christopher I. Naunton  Vice President and    March 30, 2001
     Christopher I. Naunton     Chief Financial Officer

       RIDGEWOOD POWER LLC           Managing Shareholder

By: /s/Robert E. Swanson           President          March 30, 2001
      Robert E. Swanson

    /s/Robert E. Swanson *      Independent Trustee   March 30, 2001
      John C. Belknap

    /s/Robert E. Swanson *       Independent Trustee   March 30, 2001
      Dr. Richard D. Propper

    /s/Robert E. Swanson  *      Independent Trustee   March 30, 2001
      Seymour Robin

*  As attorney-in-fact for the Independent Trustee
<PAGE>
               Ridgewood Electric Power Trust I

                         Financial Statements

               December 31, 2000, 1999 and 1998


<PAGE>




                        Report of Independent Accountants



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

In  our  opinion,   the  accompanying  balance  sheets  and  the  statements  of
operations, changes in shareholders' equity and of cash flows present fairly, in
all material respects,  the financial position of Ridgewood Electric Power Trust
I (the "Trust") at December 31, 2000 and 1999, and the results of its operations
and its cash flows for each of the three years in the period ended  December 31,
2000, 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  audits.  We  conducted  our audits 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
audits provide a reasonable basis for our opinion.

As explained in Note 2, the financial  statements include  investments valued at
$6,630,024 and $6,583,781 (81% and 86% of shareholders' equity, respectively) as
of December 31, 2000 and 1999, respectively, whose values have been estimated by
management  in the  absence  of readily  ascertainable  market  values.  We have
reviewed the  procedures  used by  management  in arriving at their  estimate of
value and have inspected underlying documentation, and, in the circumstances, we
believe  the  procedures  are  reasonable  and  the  documentation  appropriate.
However,  because of the inherent  uncertainty  of  valuation,  those  estimated
values may differ  significantly from the values that would have been used had a
ready  market  for  those  investments  existed,  and the  differences  could be
material to the financial statements.




PricewaterhouseCoopers LLP
New York, NY
March 23, 2001


<PAGE>



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

                                                         December 31,
                                                --------------------------
                                                   2000             1999
                                                ----------     -----------

Assets:

Investments in power generation projects ....   $ 6,630,024    $ 6,583,781
Cash and cash equivalents ...................     1,710,744      1,142,009
Other assets ................................        15,592         41,055
                                                -----------    -----------

   Total assets .............................   $ 8,356,360    $ 7,766,845
                                                -----------    -----------


Liabilities and Shareholders' Equity:

Liabilities:
Accounts payable and accrued expenses .......   $    52,772    $    61,116
Due to affiliates ...........................        74,836         50,227
                                                -----------    -----------

   Total liabilities ........................       127,608        111,343
                                                -----------    -----------

Commitments and contingencies

Shareholders' equity:
Shareholders' equity (105.5 shares issued and
   outstanding) .............................     8,236,623      7,669,106
Managing shareholder's accumulated deficit ..        (7,871)       (13,604)
                                                -----------    -----------

   Total shareholders' equity ...............     8,228,752      7,655,502
                                                -----------    -----------

   Total liabilities and shareholders' equity   $ 8,356,360    $ 7,766,845
                                                -----------    -----------




                 See accompanying notes to financial statements.
<PAGE>

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

                                      Year Ended December 31,
                                ------------------------------------
                                   2000         1999         1998
                                ----------   ----------   ----------
Revenue:
Income from power
 generation projects ........   $2,172,195   $1,850,230   $2,049,728
Interest income .............       89,163       69,746       60,153
                                ----------   ----------   ----------
  Total revenue .............    2,261,358    1,919,976    2,109,881
                                ----------   ----------   ----------
Expenses:
Accounting and legal fees ...       84,547       43,141       41,176
Management fee ..............       70,083       76,331       69,931
Writedown of power generation
 projects ...................         --        422,019         --
Miscellaneous ...............       40,758       45,024       35,559
                                ----------   ----------   ----------
  Total expenses ............      195,388      586,515      146,666
                                ----------   ----------   ----------

  Net income ................   $2,065,970   $1,333,461   $1,963,215
                                ----------   ----------   ----------









                 See accompanying notes to financial statements.

<PAGE>
Ridgewood Electric Power Trust I
Statement of Changes in Shareholders' Equity
For the Years Ended December 31, 2000, 1999 and 1998
--------------------------------------------------------------------------------

                                           Managing
                         Shareholders    Shareholder       Total
                          -----------    -----------    -----------
Shareholders' equity,
 January 1, 1998 ......   $ 7,013,370    $   (20,227)   $ 6,993,143

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

Net income for the year     1,943,583         19,632      1,963,215
                          -----------    -----------    -----------
Shareholders' equity,
 December 31, 1998 ....     7,646,634        (13,831)     7,632,803

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

Net income for the year     1,320,126         13,335      1,333,461
                          -----------    -----------    -----------
Shareholders' equity,
 December 31, 1999 ....     7,669,106        (13,604)     7,655,502

Cash distributions ....    (1,477,793)       (14,927)    (1,492,720)

Net income for the year     2,045,310         20,660      2,065,970
                          -----------    -----------    -----------
Shareholders' equity,
 December 31, 2000 ....   $ 8,236,623    $    (7,871)   $ 8,228,752
                          -----------    -----------    -----------







                 See accompanying notes to financial statements.


<PAGE>
Ridgewood Electric Power Trust I
Statement of Cash Flows
--------------------------------------------------------------------------------

                                              Year Ended December 31,
                                     -----------------------------------------
                                        2000           1999           1998
                                     -----------    -----------    -----------
Cash flows from operating
 activities:
Net income .......................   $ 2,065,970    $ 1,333,461    $ 1,963,215
                                     -----------    -----------    -----------
Adjustments to reconcile net
 income to net cash flows from
 operating activities:
Writedown of power generation
 projects ........................          --          422,019           --
Investments in power generation
 projects ........................       (46,243)      (445,184)        (4,129)
Changes in assets and liabilities:
Decrease (increase) in due
 from affiliates .................          --            5,342         (5,342)
Increase in notes receivable
 from the Lynchburg Project ......          --             --          (40,716)
Decrease (increase) in
 other assets ....................        25,463        (34,233)       103,110
(Decrease) increase in
 accounts payable
 and accrued expenses ............        (8,344)        31,707       (645,719)
Increase in due to affiliates ....        24,609          1,557         48,670
                                     -----------    -----------    -----------
Total adjustments ................        (4,515)       (18,792)      (544,126)
                                     -----------    -----------    -----------
Net cash provided by
 operating activities ............     2,061,455      1,314,669      1,419,089
                                     -----------    -----------    -----------
Cash flows from financing
 activities:
Cash distributions to
 shareholders ....................    (1,492,720)    (1,310,762)    (1,323,555)
                                     -----------    -----------    -----------
Net cash used in financing
 activities ......................    (1,492,720)    (1,310,762)    (1,323,555)
                                     -----------    -----------    -----------
Net increase in cash
 and cash equivalents ............       568,735          3,907         95,534
                                     -----------    -----------    -----------
Cash and cash equivalents,
 beginning of year ...............     1,142,009      1,138,102      1,042,568
                                     -----------    -----------    -----------
Cash and cash equivalents,
 end of year .....................   $ 1,710,744    $ 1,142,009    $ 1,138,102
                                     -----------    -----------    -----------




                 See accompanying notes to financial statements.

<PAGE>
Ridgewood Electric Power Trust I
Notes to Financial Statements
--------------------------------------------------------------------------------


1.       Organization and Purpose

     Ridgewood Energy Electric Power, L.P. (the  "Partnership")  was formed as a
     Delaware  limited  partnership  on March 6, 1991,  by  Ridgewood  Power LLC
     (formerly  Ridgewood Power Corporation)  acting as the general partner.  On
     June 15, 1994, with the approval of the partners,  the  Partnership  merged
     all of its  assets  and  liabilities  into a  newly  formed  trust,  called
     Ridgewood  Electric Power Trust I (the  "Trust").  Effective July 25, 1994,
     the Trust elected to be treated as a "Business Development Company" ("BDC")
     under the  Investment  Company Act of 1940 and  registered its shares under
     the Securities Act of 1934. In connection with this transaction,  the Trust
     issued  105.5  shares  in  exchange  for  outstanding   Partnership  units.
     Ridgewood Power LLC is the sole managing shareholder.

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

2.       Summary of Significant Accounting Policies

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

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

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

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

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

     3.  Investments in Power Generation Projects

     The Trust had the following investments in power generation projects:

                                               Fair values as of December 31,
                                             ----------------------------------
                                                   2000                1999
                                             ----------------    ---------------
      Brea Power Partners, L.P.                  $ 5,319,783        $ 5,273,540
      Ridgewood Mobile Power I, LLC                  710,241            710,241
      Stillwater Hydro Partners, L.P.                600,000            600,000
                                             ----------------    ---------------
                                                 $ 6,630,024        $ 6,583,781
                                             ----------------    ---------------

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

                                  For the Year Ended December 31,
                                ------------------------------------
                                   2000         1999         1998
                                ----------   ----------   ----------
Brea Power Partners, L.P. ...   $2,031,489   $1,791,167   $2,049,728
Ridgewood Mobile Power I, LLC      140,706       59,063         --
                                ----------   ----------   ----------
                                $2,172,195   $1,850,230   $2,049,728
                                ----------   ----------   ----------

     Brea Power Partners, L.P. (known as the Olinda project)
     In  October  1994,  the  Trust  invested  in a limited  partnership  ("Brea
     Partnership"),  which acquired a 5 megawatt gas-fired  electric  generating
     facility and related landfill gas processing facility. At December 31, 2000
     and  1999,  The  Trust's  total  investment  in  Brea  was  $5,319,783  and
     $5,273,540,  respectively.  The Trust received  distributions  from Brea of
     $2,031,489,  $1,791,167 and $2,049,728  during the years ended December 31,
     2000, 1999 and 1998, respectively, which have been recorded as income.

     Ridgewood Mobile Power I, LLC
     Effective  August  1999,  the Trust,  through a  subsidiary,  acquired  two
     Caterpillar  mobile power modules with a total  capacity of 2.35  megawatts
     for  $710,241.  These  modules  are rented to  domestic  and  international
     customers.  The Trust pays Hawthorne  Power Systems,  a California  company
     that  maintains a large fleet of similar  rental  modules,  a fee of 20% of
     gross rental  revenues to arrange and  administer  the rental of the units.
     For the year ended  December  31,  2000 and 1999,  the Trust  recorded  net
     revenues from the units of $140,706 and $59,063, respectively.

     RW Power Partners, L.P. (known as the Lynchburg project)
     In October 1992,  the Trust acquired a limited  partnership  interest in RW
     Power Partners,  L.P. ("RWPP") which provided  construction  funding of a 3
     megawatt  project  using  waste oil as its primary  fuel source  located in
     South Boston, Virginia. Commercial operations began in June 1993.

     On January 17, 1997, the Trust settled a pending  lawsuit between RWPP, and
     Virginia  Electric  Power Company  ("VEPCO").  As a result of the operating
     restrictions  and cancellation of the power purchase  contract  included in
     the VEPCO settlement, the operation of the Lynchburg Project facilities was
     suspended in January 1997.

     During the fourth quarter of 1997, the Trust sold the Lynchburg  Project to
     a privately-held,  unaffiliated  processor of waste oil for $700,000 in the
     form of an 8%,  seven-year,  promissory note,  secured by a mortgage on the
     Project,  and the right of the Trust to receive 2% of the  Project's  gross
     revenues for an indefinite period.  Due to the uncertainty  surrounding the
     Trust's  ability  to  collect  the note  receivable,  the fair value of the
     Trust's  investment was not adjusted from $290,983 during the first quarter
     of 1997.  From 1997 to 1999, the Trust provided loans totaling  $125,000 to
     finance  additional  capital  improvements  at the Project,  secured by the
     mortgage, which were included in the investment balance.

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

     Stillwater Hydro Partners, L.P.
     On October 31, 1991, the Trust acquired a 32.5% general partner's  interest
     in a limited partnership whose sole business is the construction, ownership
     and  operation of a 3.5  megawatt  hydroelectric  facility,  located on the
     Hudson River in Stillwater,  New York (the  "Stillwater  Project").  At the
     time of the investment,  the project was under  construction  and commenced
     operations in May 1993.  Electricity generated by the Stillwater Project is
     sold to Niagara Mohawk Power  Corporation  under a long-term Power Contract
     that expires in 2028.

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

     The ultimate ability of the project to meet its payment  obligations to the
     Trust is dependent on the actual  operating  performance  of the Stillwater
     Project,  which,  in turn,  is largely  dependent  upon water levels in the
     Hudson  River.  Since  1995,  water  levels in the Hudson  River basin have
     frequently  been below  normal.  As a result of the low water  levels,  the
     operating  results  of the  project  were  insufficient  to meet  its  debt
     payments,  and accordingly,  no distributions  were made to the Trust since
     1994.

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

     At  December  31,  2000 and  1999,  the  Trust's  total  investment  in the
     Stillwater Project was $600,000.

4.       Transactions With Managing Shareholder and Affiliates

     On June 15, 1994,  the Trust entered into a management  agreement  with the
     managing shareholder,  under which the managing shareholder renders certain
     management,  administrative and advisory services and provides office space
     and  other  facilities  to the  Trust.  As  compensation  to  the  managing
     shareholder,  the Trust pays the managing  shareholder an annual management
     fee  equal to 1% of the net  assets of the Trust  payable  monthly.  During
     2000,  1999 and  1998,  the  Trust  paid  management  fees to the  managing
     shareholder of $70,083, $76,331 and $69,931, respectively.

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

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

     Under an Operating Agreement with the Trust, Ridgewood Power Management LLC
     ("Ridgewood Management",  formerly Ridgewood Power Management Corporation),
     an entity related to the managing  shareholder  through  common  ownership,
     provides management,  purchasing,  engineering, planning and administrative
     services to the Olinda Project. Ridgewood Management charges the project at
     its cost  for  these  services  and for the  allocable  amount  of  certain
     overhead  items.  Allocations  of costs  are on the  basis of  identifiable
     direct costs or in  proportion to amounts  invested in projects  managed by
     Ridgewood  Management.  During the year ended  December 31, 2000,  1999 and
     1998,  Ridgewood  Management charged the Olinda Project $118,169,  $163,480
     and $128,257,  respectively,  for overhead items allocated in proportion to
     the amount invested in projects managed.  Ridgewood Management also charged
     the  Olinda  Project  for all of the  direct  operating  and  non-operating
     expenses incurred during the period.

     5.  Subsequent Event - Southern California Edison Company Financial Crisis

     All energy  generated by the Olinda project is sold to Southern  California
     Edison Company ("SCE") under a power contract.  Currently,  and as a result
     of the  deregulation  of the California  energy  market,  SCE has allegedly
     suffered billions of dollars in losses during the later part of 2000 and to
     date in 2001.  On January 16,  2001,  SCE sent the Olinda  project a letter
     informing them that it was  temporarily  suspending  payments to the Olinda
     project.  SCE has not paid the  Olinda  project  for  energy  and  capacity
     delivered to SCE for the months of November and December, 2000, January and
     February  2001 and SCE has  written  in  public  documents  that it will be
     unable to pay the Olinda project, as well as other suppliers and creditors,
     for the foreseeable future.

     As a result of SCE's  failure to pay,  the Olinda  project,  on January 16,
     2001,  wrote to GSF Energy,  the gas  supplier to the Olinda  project,  and
     informed it that the Olinda project was scheduling  major  maintenance  and
     thus output would be reduced while certain of the machines are off-line for
     such maintenance. On January 18, 2001, DQE Financial responded on behalf of
     GSF Energy to the Olinda project and asserted that the timing of such major
     maintenance was an attempt by Olinda project to escape the minimum purchase
     obligations of the Gas Sale and Purchase Agreement ("Gas Agreement") and it
     retained all of its rights and remedies under the Gas Agreement.  The Trust
     believes that the Gas Agreement  permits the Olinda project to schedule and
     take the major  maintenance but recognizes  that GSF Energy  disagrees with
     that position. In addition, due to SCE's failure to pay the Olinda project,
     it has not paid GSF Energy for the landfill  gas supplied  during the above
     mentioned  months  and will not pay for such gas until SCE pays the  Olinda
     project.  Therefore,  unless  payment is made or  assurances of payment are
     provided by SCE, GSF Energy could  commence legal  proceedings  against the
     Olinda project seeking  damages for outstanding  payments for gas delivered
     and breach of contract. GSF Energy has not commenced any such proceedings.

     In  addition,  the Trust has  claims  against  SCE for breach of the Olinda
     project's power contract and is currently  reviewing its  alternatives  and
     legal remedies, but has not at this time commenced proceedings against SCE.
     However, on March 8, 2001, the managing shareholder, filed with the Federal
     Energy Regulatory  Commission  ("FERC") a "Request For Emergency Relief and
     Extension  of  Waiver  of  Qualifying  Facility  Regulations"  in which the
     managing  shareholder  seeks  an  order  from  FERC  permitting  Qualifying
     Facilities to sell to third parties. If such order were issued by FERC, the
     Olinda  project  would be able to sell its  power,  even if on a  temporary
     basis, to third party purchasers.

     In an effort to resolve the  California  crisis,  there have been  numerous
     proposals by the California  Public  Utilities  Commission,  as well as the
     legislature,  to adjust downward the prices paid by California utilities to
     Qualifying Facilities.  The Trust expects that any regulatory proceeding to
     set an energy price  applicable to Qualifying  Facilities will be extremely
     protracted and that a legislative  solution,  if one were to be enacted and
     approved by the governor, is likely to be arbitrary and significantly below
     the avoided  cost of the energy to SCE.  Current  proposed  legislation  in
     California  regarding non gas-fired  Qualifying  Facilities  under contract
     with SCE,  such as the Olinda  project,  is  proposing  an energy  price of
     approximately  7.9 cents for  approximately  a term of 5 years, to June 30,
     2006. If such legislation were to be enacted and withstand legal challenge,
     it would  effective  lower the price  paid by SCE to Olinda  for the 5-year
     term. In addition,  the  legislation  would require that SCE pay Qualifying
     Facilities for all outstanding  amounts owed. This proposed  legislation is
     but one of many  solutions  that must be enacted as a "global"  solution to
     the California crisis.  The Trust believes that such proposed  legislation,
     as currently written, will fail to address the problem in that, among other
     problems,  it fails  to  address  the  issue of  acceptable  and  necessary
     creditworthiness  of the utilities.  In any event, the Trust cannot predict
     whether this legislation,  or any legislative or regulatory proposals, will
     be enacted or adopted  and, if so,  provide  any relief to the  electricity
     crises or assure that the Olinda project will  ever be paid by SCE for  the
     energy and capacity delivered to SCE.

     Until the Olinda project can restart profitably,  it will remain shut down,
     it will incur payroll and shutdown costs and it will not earn revenue.  For
     the reasons described above, the Trust cannot estimate when it will restart
     the Olinda project or what its  short-term and long-term  prospects may be.
     At this time, the Trust does not believe that a long-term impairment of the
     Olinda project's value has occurred.

<PAGE>



EXHIBIT 24 -- POWERS OF ATTORNEY

POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, John Belknap,
appoints  Robert E. Swanson and Martin V. Quinn,  and each of them,  as his true
and lawful attorneys-in-fact with full power to act and do all things necessary,
advisable or appropriate,  in their  discretion,  to execute on his behalf as an
Independent  Trustee  of  Ridgewood  Electric  Power  Trust  I and of  Ridgewood
Electric  Power  Trust IV,  the  Annual  Reports on Form 10-K for the year ended
December 31, 2000 for each of the  above-named  trusts,  and all  amendments  or
documents relating thereto.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 24th day of March, 2001, at Carlsbad, California.

                                                /s/John Belknap
                                                  John Belknap

POWER OF ATTORNEY


     KNOW ALL PERSONS BY THESE PRESENTS,  that the  undersigned,  Seymour Robin,
appoints  Robert E. Swanson and Martin V. Quinn,  and each of them,  as his true
and lawful attorneys-in-fact with full power to act and do all things necessary,
advisable or appropriate,  in their  discretion,  to execute on his behalf as an
Independent  Trustee  of  Ridgewood  Electric  Power  Trust  I and of  Ridgewood
Electric  Power  Trust IV,  the  Annual  Reports on Form 10-K for the year ended
December 31, 2000 for each of the  above-named  trusts,  and all  amendments  or
documents relating thereto.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 24th day of March, 2001, at Carlsbad, California.

                                                 /s/Seymour Robin
                                                     Seymour Robin