AMENDMENT NO. 3 TO DECLARATION OF TRUST
FOR
RIDGEWOOD ELECTRIC POWER TRUST V

	This AMENDMENT NO. 3 to the Declaration of Trust for 
Ridgewood Electric Power Trust V (the "Amendment") is made as of 
April 1, 1998 by Ridgewood Energy Holding Corporation, a Delaware 
corporation which is the "Corporate Trustee" of the trust estate 
known as Ridgewood Electric Power Trust V (the "Trust").

	WHEREAS, the Declaration of Trust of the Trust, dated April 
12, 1996, has been amended by Amendments No. 1, dated July 19, 
1996 and No. 2, dated as of December 31, 1997 (as so amended, the 
"Declaration"), and provides that the Trust shall accept not more 
than $75,000,000 of capital contributions in its initial offering 
of shares, and

	WHEREAS, the Trust believes that it will receive 
subscriptions for capital contributions in excess of $90,000,000 
in the current offering, and that accepting additional 
subscriptions will benefit the Trust and its investors by 
allowing the purchase of larger interests in electric power and 
other projects, the purchase of more interests in projects and 
thus additional diversification, and will enhance the Trust's 
ability to purchase interests in the anticipated large number of 
electric generating facilities being divested by utility owners 
in the process of industry deregulation, 

	WHEREAS, Section 15.8 of the Declaration empowers the 
Corporate Trustee to make amendments to the Declaration "that 
will not materially and adversely affect the interest of any 
Investor" without notice to or approval of the beneficiaries of 
the Trust, 

	NOW, THEREFORE, the Corporate Trustee finds that the changes 
made by this Amendment will not materially and adversely affect 
the interest of any Investor and amends the Declaration as 
follows, effective April 1, 1998:

	A.  Section 1.6 of the Declaration is amended by replacing 
the number "$90,000,000" to "$95,000,000."

	B.  Any other references in the Declaration to a maximum 
capital contribution amount of $90,000,000 are replaced by a 
maximum capital contribution amount of $95,000,000.

	IN WITNESS WHEREOF, the undersigned have signed this 
Amendment as of April 1, 1998.


			RIDGEWOOD ENERGY HOLDING CORPORATION,
			  Corporate Trustee


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

Acknowledged:

RIDGEWOOD POWER CORPORATION,
 Managing Shareholder


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