STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED

CERTIFICATE OF TRUST
OF
RIDGEWOOD ELECTRIC POWER TRUST VI

     This Certificate of Trust ("Certificate") is being executed
as of February 6, 1997, for the purpose of forming a business trust
pursuant to the Delaware Business Trust Act, Del. Code. Ann. Tit.
12, ch. 38, Sections 3810 et seq.

     NOW, THEREFORE, the undersigned hereby certifies as follows:

     1. Name.  The name of the trust is Ridgewood Electric Power
Trust VI (the "Trust").

     2. Name and Business Address of the Trustee. The name of the Trustee of the
Trust is Ridgewood Energy Holding Corporation,  a Delaware  corporation,  having
its  principal  place of  business  at 1105 North  Market  Street,  Suite  1300,
Wilmington, Delaware
19899.

     IN WITNESS  WHEREOF,  the undersigned has duly executed this Certificate as
of the day and year first above written.

RIDGEWOOD ENERGY HOLDING CORPORATION

/s/Robert E. Swanson
Robert E. Swanson,
President