Exhibit 3(ii)(D)

                             January 2005 Amendment
                                     of the
                              Declaration of Trust
                                       of
                       Ridgewood Electric Power Trust III


     This January 2005 Amendment of the Declaration of Trust of Ridgewood
Electric Power Trust III (the "January 2005 Amendment") is made by Ridgewood
Renewable Power LLC, as Managing Shareholder of Ridgewood Electric Power Trust
III (the "Trust") effective as of January 1, 2005.

     Whereas, the Declaration of Trust which created the Trust was executed by
the Managing Shareholder and Ridgewood Energy Holding Corporation as grantor and
corporate trustee ("Corporate Trustee") as of January 3, 1994 and was amended
and restated in its entirety by the Managing Shareholder by Written Consent
dated November 21, 1994 (together, the "Original Declaration"); and

     Whereas, by letter dated August 18, 1997 (the "August 1997 Amendment"), the
Managing Shareholder informed the Shareholders of the Trust that the Managing
Shareholder was voluntarily modifying the sharing arrangements between the
Shareholders and the Managing Shareholder under the Original Declaration for the
benefit of the Shareholders; and

     Whereas, the Original Declaration was further amended by the Managing
Shareholder pursuant to a "Consent in Writing" effective January 1, 2000 (the
"January 2000 Amendment"); and

     Whereas, the Original Declaration was further amended by a written
instrument executed by the Corporate Trustee of the Trust, as of December 20,
2001 (the "December 2001 Amendment"); and

     Whereas, the Original Declaration was further amended by a written
instrument executed by the Corporate Trustee of the Trust, as of December 18,
2003 (the "December 2003 Amendment"); and

     Whereas, the Original Declaration, as amended by the August 1997 Amendment,
the January 2000 Amendment, the December 2001 Amendment and the December 2003
Amendment is herein referred to as the "Amended Declaration"; and


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     Whereas, except as set forth herein, terms set forth in capital letters
herein shall have the meanings assigned to such terms in the Amended
Declaration; and

     Whereas, Section 15.8 of the Amended Declaration authorizes the Managing
Shareholder to make amendments to the Amended Declaration without notice to or
approval of the Shareholders in a variety of circumstances, including, without
limitation, amendments to maintain the tax status of the Trust; and

     Whereas, tax counsel for the Trust has recommended that certain provisions
of the Trust be amended to clear up potential ambiguity and to maintain the tax
status of the Trust; and

     Whereas, the Managing Shareholder has reviewed the proposed amendments to
the Amended Declaration recommended by tax counsel for the Trust, and has
concluded that the amendment of the Amended Declaration in the manner
recommended by tax counsel for the Trust will not materially and adversely
affect the interests of the Shareholders in the Trust.

     Now, therefore, the Amended Declaration is further amended as follows:

          1. Article 4 of the Amended Declaration is hereby amended by inserting
     new Sections 4.9 through 4.13 immediately following the end of existing
     Section 4.8 as follows:

          "4.9 General Application. Notwithstanding any other provision of this
          Declaration, for all fiscal periods beginning on or after January 1,
          2005, the rules set forth below in Sections 4.10 through 4.13 shall
          apply for the purposes of determining each Shareholder's allocable
          share of the items of income, gain, loss and expense of the Trust
          comprising Profits or Losses of the Trust for each fiscal period,
          determining special allocations of other items of income, gain, loss
          and expense, and adjusting the balance of each Shareholder's Capital
          Account to reflect the aforementioned general and special allocations.
          For each fiscal period, the special allocations in Section 4.11 and
          Article VII shall be made immediately prior to the general allocations
          of Section 4.10. The provisions of Sections 4.3(b), 4.3(d) and 4.4
          shall continue to apply."

          "4.10 General Allocations.

               (a) Hypothetical Liquidation. The items of income, expense, gain
          and loss of the Trust comprising Profits or Losses for a fiscal period



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          shall be allocated among the Shareholders in a manner that will, as
          nearly as possible, cause the Capital Account balance of each
          Shareholder at the end of such fiscal period to equal the excess
          (which may be negative) of:

               (i) the amount of the hypothetical distribution (if any) that
          such Shareholder would receive if, on the last day of the fiscal
          period, (x) all Trust assets, including cash, were sold for cash equal
          to their book values, taking into account any adjustments thereto for
          such Fiscal Year, (y) all Trust liabilities were satisfied in cash
          according to their terms (limited, with respect to each nonrecourse
          liability, to the book values of the assets securing such liability),
          and (z) the net proceeds thereof (after satisfaction of such
          liabilities) were distributed in full pursuant to Section 8.1(g), over

               (ii) the sum of (x) the amount, if any, without duplication, that
          such Shareholder would be obligated to contribute to the capital of
          the Trust, (y) such Shareholder's share of Partnership Minimum Gain
          determined pursuant to Regulations Section 1.704-2(g), and (z) such
          Shareholder's share of Partner Nonrecourse Debt Minimum Gain
          determined pursuant to Regulations Section 1.704-2(i)(5), all computed
          as of the hypothetical sale described in Section 4.10 (a)(i).

               (b) Determination of Items Comprising Allocations.

               (i) If the Trust has Profits for a fiscal period,

               (A) for any Shareholder as to whom the allocation pursuant to
          Section 4.10 (a) would reduce its Capital Account, such allocation
          shall be comprised of a proportionate share of each of the Trust's
          items of expense or loss entering into the computation of Profits for
          such fiscal period; and

               (B) the allocation pursuant to Section 4.10(a) in respect of each
          Shareholder (other than a Shareholder referred to in Section
          4.10(b)(i)(A) hereof) shall be comprised of a proportionate share of
          each Trust item of income, gain, expense and loss entering into the
          computation of Profits for such fiscal period (other than the portion
          of each Trust item of expense and loss, if any, that is allocated
          pursuant to Section 4.10(b)(i)(A) hereof).

               (ii) If the Trust has a Loss for a fiscal period,

               (A) for any Shareholder as to whom the allocation pursuant to
          Section 4.10 (a) hereof would increase its Capital Account, such
          allocation shall be comprised of a proportionate share of each of the
          Trust's items of income and gain entering into the computation of Loss
          for such fiscal period; and

               (B) the allocation pursuant to Section 4.10(a) hereof in respect
          of each Shareholder (other than a Shareholder referred to in Section



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          4. 1 0(b)(ii)(A) hereof) shall be comprised of a proportionate share
          of each Trust item of income, gain, expense and loss entering into the
          computation of Loss for such fiscal period (other than the portion of
          each Trust item of income and gain, if any, that is allocated pursuant
          to Section 4.10(b)(ii)(A) hereof).

               (c) Loss Limitation. Notwithstanding anything to the contrary
          contained in this Section 4.10, the amount of items of Trust expense
          and loss allocated pursuant to this Section 4.10 to any Shareholder
          shall not exceed the maximum amount of such items that can be so
          allocated without causing such Shareholder (other than a Managing
          Shareholder) to have a deficit in his Adjusted Capital Account at the
          end of any fiscal period. All such items in excess of the limitation
          set forth in this Section 4.10(c) shall be allocated first to
          Shareholders who would not have a deficit in his Adjusted Capital
          Account, pro rata, until no Shareholder would be entitled to any
          further allocation, and thereafter to the Managing Shareholder.

               (d) No Deficit Restoration Obligation. At no time during the term
          of the Trust or upon dissolution and liquidation thereof shall a
          Shareholder with a negative balance in its Capital Account have any
          obligation to the Trust or the other Shareholders to restore such
          negative balance, except as may be required by law or in respect of
          any negative balance resulting from a withdrawal of capital or
          dissolution in contravention of this Declaration."

          "4.11 Special Allocations. The following special allocations shall be
          made in the following order:

               (a) Deficit Capital Accounts Generally. If a Shareholder has a
          deficit Capital Account balance at the end of any fiscal period which
          is in excess of the sum of (i) the amount such Shareholder is then
          obligated to restore pursuant to this Declaration, and (ii) the amount
          such Shareholder is then deemed to be obligated to restore pursuant to
          the penultimate sentences of Regulations Sections 1.704-2(g)(1) and
          1.704-2(i)(5), respectively, such Shareholder shall be specially
          allocated items of Trust income and gain in an amount of such excess
          as quickly as possible, provided that any allocation under this
          Section 4.11(a) shall be made only if and to the extent that a
          Shareholder would have a deficit Capital Account balance in excess of
          such sum after all allocations provided for in this Article 4 have
          been tentatively made as if this Section 4.11(a) were not in this
          Declaration.

               (b) Allocation of Nonrecourse Deductions. Each Nonrecourse
          Deduction of the Trust shall be specially allocated 1% to the Managing
          Shareholder and 99% to all of the Investors in proportion to their
          Capital Contributions.


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          The allocations pursuant to Sections 4.11(a) and (b) shall be
          comprised of a proportionate share of each of the Trust's items of
          income and gain."

          "4.12 Allocation of Nonrecourse Liabilities. For purposes of
          determining each Shareholder's share of Nonrecourse Liabilities, if
          any, of the Trust in accordance with Regulations Section
          1.752-3(a)(3), the Shareholders' interests in Trust Profits shall be
          determined in the same manner as prescribed by Section 4.11(b)."

          "4.13 Credits. All tax credits shall be allocated among the
          Shareholders as determined by the Managing Shareholder in its sole and
          absolute discretion, consistent with applicable law (including IRC
          Section 704(b) and the Treasury Regulations promulgated thereunder)."

          2. Section 6.1 (a)(4) of the Amended Declaration is hereby amended by
     inserting the phrase ",4.11" after the phrase "4.8" and before the phrase
     "and 7.4" at the end of such subsection.

          3. Section 6.1 (b)(3) of the Amended Declaration is hereby amended by
     inserting the phrase ",4.11" after the phrase "4.7" and before the phrase
     "and 7.4" at the end of such subsection.

          4. Section 7.4(d) of the Amended Declaration is hereby amended as
     follows:

               (a) by deleting the phrase "Sections 4.1 and 4.2" in the third
               line thereof and inserting in lieu thereof the phrase "Sections
               4.1, 4.2 and 4.10;"

               (b) by deleting the phrase "Sections 4.1 and 4.2" in the fourth
               line thereof and inserting in lieu thereof the phrase "Sections
               4.1, 4.2 and 4.10," and

               (c) by inserting the phrase "or Section 4.11" following the
               phrase "Section 7.4" in the fifth line thereof.

          5. Section 8.1 (e)(1) of the Amended Declaration is hereby amended by
     deleting clause (A) in the second line thereof and inserting a new clause A
     in lieu thereof, as follows:

               (A) the sum of (x) an amount equal to 14% of the Investors
               Average Annual Capital Contribution, plus (y) an additional
               amount equal to the amount by which distributions of Net Cash
               Flow to Investors with respect to all prior calendar years are
               less than the priority distribution amounts determined under this
               Section 8.1(e) for such calendar years; or"

          6. Section 8.1 (g)(3) of the Amended Declaration is hereby amended by
     inserting a period immediately after the phrase "Sections 8.1 (d), (e) and
     (g) (3)" in the fifth line thereof and deleting the remainder of such
     subsection.


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               7. Section 8.1 (g)(4) of the Amended Declaration is hereby
          amended by deleting such provision in its entirety and inserting a new
          provision in lieu thereof as follows:

               "(4) Fourth, the balance, if any, to the Shareholders in
               accordance with Section 8.1(c)."

               8. The Amended Declaration is hereby further amended by deleting
          Section 14.7 in its entirety.

               Notwithstanding anything herein to the contrary, the provisions
          of this January 2005 Amendment shall not be construed or interpreted
          in a manner that adversely affects the interests of the Investors as
          such existed immediately prior to the adoption of this January 2005
          Amendment. The Amended Declaration, as amended by this January 2005
          Amendment, continues in full force and effect.

               IN WITNESS WHEREOF, Ridgewood Renewable Power LLC, as Managing
          Shareholder of the Trust, has executed this January 2005 Amendment
          effective as of January 1, 2005.


                                            Ridgewood Renewable Power LLC

                                            By: /s/ Douglas R. Wilson
                                                -------------------------
                                            Name: Douglas R. Wilson
                                            Title: EVP/CFO



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