EXHIBIT 10.F.

MANAGEMENT AGREEMENT


     AGREEMENT made as of the 3rd day of January, 1995 by 
and 
between RIDGEWOOD ELECTRIC POWER TRUST IV, a Delaware business 
trust (the "Trust"), and Ridgewood Power Corporation, a 
Delaware corporation (hereinafter referred to as the 
"Management Company").

W I T N E S S E T H:

     WHEREAS, the Trust is a business trust organized under 
The Delaware Business Trust Act, as amended, and is engaged in 
business as a business development company under the 
Investment Company Act of 1940, as amended (hereinafter 
referred to as the "Investment Company Act"); and

     WHEREAS, the Management Company is the managing 
shareholder of the Trust and will engage principally in 
rendering management, administrative and investment advisory 
services to the Trust and will register to become an 
investment adviser under the Investment Advisers Act of 1940, 
as amended; and

     WHEREAS, the Trust desires to retain the Management 
Company to render management, administrative and certain 
investment advisory services to the Trust in the manner and on 
the terms hereinafter set forth; and

     WHEREAS, the Management Company is willing to provide 
management, administrative and investment advisory services to 
the Trust on the terms and conditions hereinafter set forth.

     NOW, THEREFORE, in consideration of the premises and 
the covenants hereinafter contained, the Trust and the 
Management Company hereby agree as follows:

ARTICLE I

Duties of the Management Company

     The Trust hereby employs the Management Company to 
furnish, or arrange for affiliates of the Management Company 
to furnish, the management, administrative and investment 
advisory services described below, subject to the general 
supervision and review of the Board of the Trust for the 
period and on the terms and conditions set forth in this 
Agreement.  The "Board" consists of the Management Company and 
two Independent Trustees appointed pursuant to the terms and 
conditions of the Declaration of Trust ("the Declaration") for 
the Trust dated as of January 3, 1995.  The Management Company 
hereby accepts such employment and agrees during such period, 
at its own expense, to render, or arrange for the rendering 
of, such services and to assume the obligations herein set 
forth for the compensation provided for herein.

     (a)  Management Services.  The Management Company shall 
perform  (or arrange for the performance of) the management 
and administrative services necessary for the operation of the 
Trust, including providing managerial assistance to portfolio 
companies of the Trust and such other services related to 
investments in non-utility generating facilities which sell 
electric and/or thermal power and in other non-utility 
facilities which provide power- related products or services, 
as shall be necessary for the operation of the Trust.  The 
Management Company shall also perform services related to 
administering the accounts and handling relations with all 
holders of beneficial interests in the Trust.  The Management 
Company shall provide the Trust with office space, equipment 
and facilities and such other services as the Management 
Company shall from time to time determine to be necessary or 
useful to perform its obligations under this Agreement.  The 
Management Company shall also, on behalf of the Trust, conduct 
relations with custodians, depositories, transfer agents, 
other shareholder service agents, accountants, attorneys, 
underwriters, brokers and dealers, corporate fiduciaries, 
insurers, banks and such other persons in any such other 
capacity deemed to be necessary or desirable.  The Management 
Company shall report to the Board as to its performance of 
obligations hereunder and shall furnish advice and 
recommendations with respect to such other aspects of the 
business and affairs of the Trust as the Management Company 
shall determine to be desirable.

     (b)  Investment Advisory Services.  Pursuant to the 
Declaration, the Management Company in its capacity as the 
managing shareholder of the Trust is responsible for providing 
investment advisory services in connection with the Trust's 
power investments and in connection with the money market 
securities or other non-power investments held by the Trust 
(such investments being referred to herein as the 
"Investments").  The Management Company shall also provide the 
Trust with such investment research, advice and supervision as 
the latter may from time to time consider necessary for the 
proper supervision of the Investments, and shall advise the 
Board of the investment program for the Investments and shall 
determine from time to time which Investments shall be 
purchased, sold or exchanged and what portion of the Trust's 
assets shall be held in the various money market securities or 
cash, subject always to any restrictions of the Declaration, 
as amended from time to time, the provisions of the Investment 
Company Act and the Trust's investment objectives, investment 
policies and investment restrictions as the same are set forth 
in the reports filed by the Trust under the Securities 
Exchange Act of 1934, as amended.  The Management Company 
shall also make determinations with respect to the manner in 
which voting rights, rights to consent to corporate action and 
any other rights pertaining to the Trust's Investments shall 
be exercised.  The Management Company shall take, on behalf of 
the Trust, all actions which it deems necessary to implement 
its investment policies.  Subject to the provisions of the 
Investment Company Act and other applicable provisions of law, 
the Management Company may select brokers or dealers with 
which it or the Trust is affiliated to effect the purchase or 
sale of Investments.  The Management Company, in its sole 
discretion, may engage professionals, consultants and other 
persons whose expertise or qualifications may assist the 
Management Company or the Trust in connection with the Trust's 
business and, if such persons are not affiliated with the 
Management Company, may treat the costs and expenses so 
incurred as a Trust expense.

ARTICLE II

Allocation of Charges and Expenses

     (a)  The Management Company.  The Management Company 
assumes and shall pay the expense for maintaining the staff 
and personnel necessary to perform its obligations under this 
Agreement and shall at its own expense, provide the Trust with 
office space, facilities, equipment and personnel necessary to 
carry out its obligations hereunder.  The Management Company 
will bear the administrative and service expenses associated 
with the management services it is to provide for the 
Investments of the Trust pursuant to the terms of this 
Agreement.

     (b)  The Trust.  The Trust assumes and shall pay or 
cause to be paid all other expenses of the Trust not expressly 
assumed by the Management Company, including, without 
limitation:  expenses of portfolio transactions, valuation 
costs (including the quarterly calculation of net asset 
value), expenses of printing reports and other documents 
distributed to the Securities and Exchange Commission and 
holders of beneficial interests, Securities and Exchange 
Commission and other regulatory fees, interest, taxes, fees 
and actual out-of-pocket expenses of the Independent Trustees, 
fees for legal, auditing and consulting services, litigation 
expenses, costs of printing proxies and other expenses related 
to meetings of holders of beneficial interest, postage and 
other expenses properly payable by the Trust.

ARTICLE III

Compensation of the Management Company

     (a)  Management Fee.  For the services rendered, the 
facilities furnished and the expenses assumed by the 
Management Company, the Trust shall pay to the Management 
Company compensation which shall be at the annual rate of 3% 
of the net asset value of the Trust determined in the manner 
set forth in the Confidential Memorandum ("Memorandum") of the 
Trust dated January 3, 1995.  Such fee is payable monthly in 
advance.  To the extent that the Trust does not have cash or 
readily marketable securities in an amount sufficient to pay 
the management fee, the Trust will accrue such fee as a 
liability and pay the accrued fee at such time as it has 
sufficient cash available to it.  Interest on the amount of 
the accrued fee will be assessed at the annual rate of ten 
percent (10%).

     (b)  Other Fees.  In connection with the offering of 
shares of beneficial interest in the Trust ("Shares"), the 
Management Company is entitled to receive an organizational, 
distribution and offering fee of 6% of each capital 
contribution to the Trust to defray expenses incurred in the 
offer and sale of the shares.  In connection with the initial 
management of the capital contributions, the Management 
Company is also entitled to receive an investment fee of 2% of 
each capital contribution to the Trust for services in 
investigating and evaluating investment opportunities.  If the 
Management Company or an affiliate performs brokerage services 
in connection with the acquisition or disposition of Trust 
investments in the independent power industry (other than the 
Trust's participation in or investments made through any 
entity organized to develop multiple independent power 
projects), the entity providing those services will be 
entitled to a brokerage fee of up to 2% of the gross proceeds 
of the acquisition or disposition.  Ridgewood Securities 
Corporation, an affiliate of the Management Company, is acting 
as placement agent for the offering of Shares and is entitled 
to a 1% placement fee from each capital contribution and, to 
the extent it effects the sales of Shares as a broker-dealer, 
to an 8% selling commission on each such Share.  The Trust 
will reimburse Ridgewood Energy Holding Corporation, the 
corporate trustee of the Trust, for all actual and necessary 
expenses paid or incurred in connection with the operation of 
the Trust, including the Trust's allocable share of the 
corporate trustee's overhead.  All these fees and expenses are 
to be paid pursuant to the provisions of the Declaration.

     (c)  Expense Limitations.  In the event the operating 
expenses of the Trust, including amounts payable to the 
Management Company pursuant to subsection (a) hereof, for any 
fiscal year ending on a date on which this Agreement is in 
effect exceed any expense limitations applicable to the Trust 
imposed by applicable state securities laws or regulations 
thereunder, as such limitations may be raised or lowered from 
time to time, the Management Company shall reduce its 
management fee hereunder by the extent of such excess and, if 
required pursuant to any such laws or regulations, will 
reimburse the Trust in the amount of such excess; provided, 
however, to the extent permitted by law, there shall be 
excluded from such expenses the amount of any interest, taxes, 
portfolio transaction costs and extraordinary expenses 
(including but not limited to legal claims and liabilities and 
litigation costs and any indemnification related thereto) paid 
or payable by the Trust.  Whenever the expenses of the Trust 
exceed a pro rata portion of the applicable annual expense 
limitations, the estimated amount of reimbursement under such 
limitations shall be applicable as an offset against the 
monthly payment of the fee due to the Management Company.  
Should two or more such expense limitations be applicable as 
at the end of the last business day of the month, that expense 
limitation which results in the largest reduction in the 
Management Company's management fee shall be applicable.

ARTICLE IV

Limitation of Liability of the Management Company

     (a)  As more fully described in Article 3 of the 
Declaration, the Management Company shall not be liable for 
any loss suffered by the Trust that arises out of any action 
or inaction of the Trust, any Trust officers, agents or 
affiliates, the Management Company, the Trustees, or any 
affiliate of the Management Company or a Trustee, or any 
director, officer or agent of those entities (collectively, 
"Managing Persons") or out of any error of judgment or mistake 
of law, if the Managing Person responsible, in good faith, 
determined that such course of action was in the Trust's best 
interest and such course of conduct was within the scope of 
this Management Agreement or the Declaration of Trust and did 
not constitute negligence or misconduct of the Managing 
Persons involved.

     (b)  Indemnification.  The provisions of Section 3.7 of 
the Declaration are hereby incorporated by reference into this 
Management Agreement and are expressly approved by the Board 
of the Trust.  The Management Company shall be entitled to 
indemnification hereunder in each instance where the "Managing 
Shareholder" is entitled to indemnification under said Section 
3.7.

ARTICLE V

Activities of the Management Company

     The services of the Management Company of the Trust to 
be performed under this Management Agreement are not deemed to 
be exclusive, the Management Company being free to render 
services to others.  It is understood that Trustees or 
affiliates of the Trust (other than the Independent Trustees) 
and holders of beneficial interest of the Trust are or may 
become interested in the Management Company as directors, 
officers, employees or shareholders of the Management Company 
or otherwise and that the Management Company or its directors, 
officers, employees or shareholders are or may become 
interested in the Trust as Trustees (other than as an 
Independent Trustee), holders of beneficial interests or 
otherwise.

ARTICLE VI

Duration and Termination of this Contract

     This Agreement shall become effective as of the date 
first above written and shall remain in force until the second 
anniversary thereof, and thereafter, but only so long as such 
continuance is specifically approved at least annually by (i) 
the Board of the Trust or the vote of a majority of the 
outstanding voting securities of the Trust and (ii) a majority 
of those Trustees of the Trust who are not parties to this 
Agreement or interested persons of any such party, by a vote 
cast in person at a meeting called for the purpose of voting 
on such approval.

     This Agreement may be terminated at any time, without 
the payment of any penalty, by the Board of the Trust or by 
vote of a majority of the outstanding voting securities of the 
Trust, or by the Management Company, on sixty days' written 
notice to the other party.  This Agreement shall automatically 
terminate in the event of its assignment.

ARTICLE VII

Amendments of this Agreement

     This Agreement may be amended by the parties only if 
such amendment is specifically approved by (i) the Board of 
the Trust or the vote of a majority of the holders of 
outstanding voting securities of the Trust and (ii) a majority 
of those Trustees of the Trust who are not parties to this 
Agreement or interested persons of any such party, by a vote 
cast in person at a meeting called for the purpose of voting 
on such approval.

ARTICLE VIII

Definitions of Certain Terms

     The terms "vote of a majority of the outstanding voting 
securities," "assignment," "affiliated person" and "interested 
person," when used in this Agreement, shall have the 
respective meanings specified in the Investment Company Act 
and the rules thereunder.

ARTICLE IX

Governing Law

     This Agreement shall be construed in accordance with 
the laws of the State of New York and the applicable 
provisions of the Investment Company Act.  To the extent that 
the applicable laws of the State of New York, or any of the 
provisions herein, conflict with the applicable provisions of 
the Investment Company Act, the latter shall control.

     IN WITNESS WHEREOF, the parties hereto have executed 
and delivered this Agreement as of the date first above 
written.

                                RIDGEWOOD ELECTRIC POWER  
                                 TRUST IV

                                By:  /s/ Robert E. Swanson  
                                         Robert E. Swanson  
                                          President     


                                RIDGEWOOD POWER CORPORATION

                                By:  /s/ Bruno Pettoni
                                         Bruno Pettoni
                                          Senior Vice President