RIDGEWOOD ELECTRIC POWER TRUST II
947 LINWOOD AVENUE
RIDGEWOOD, NEW JERSEY 07450-2939
TEL. (201) 447-9000


May 14, 2001


Securities and Exchange Commission
Washington, D.C. 20549

Dear Commission:

Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,  we are
transmitting  herewith  a  Quarterly  Report on Form 10-Q for the  period  ended
March 31, 2001.

If you have any questions, please contact the undersigned or our counsel, Daniel
V. Gulino, at this office.

Sincerely,

RIDGEWOOD ELECTRIC POWER TRUST II

/s/Christopher I. Naunton
Christopher I. Naunton, Vice President
 and Chief Financial Officer

<PAGE>


                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934.


                  For the quarterly period ended March 31, 2001
                         Commission file Number 0-21304

                        RIDGEWOOD ELECTRIC POWER TRUST II
            (Exact name of registrant as specified in its charter.)

      Delaware                                         22-3206429
(State or other jurisdiction of                    (I.R.S. Employer
 incorporation or organization)                   Identification No.)

   947 Linwood Avenue, Ridgewood, New Jersey                07450-2939
   (Address of principal executive offices)                 (Zip Code)

               (201) 447-9000
Registrant's telephone number, including area code:

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 [ ]

<PAGE>

                                           PART I. - FINANCIAL INFORMATION

Item 1. Financial Statements








                                          Ridgewood Electric Power Trust II

                                                 Financial Statements

                                                    March 31, 2001

<PAGE>

Ridgewood Electric Power Trust II
Balance Sheet
--------------------------------------------------------------------------------

                                            March 31, 2001
                                              (unaudited)    December 31, 2000
                                              ------------   -------------
Assets:
Investments in power generation projects ..   $ 10,385,782    $ 10,751,582
Cash and cash equivalents .................        258,577          89,829
Notes receivable from sale of investment ..      1,166,197       1,283,327
Due from affiliates .......................         23,812           6,174
Other assets ..............................          5,141           4,398
                                              ------------    ------------
 Total assets .............................   $ 11,839,509    $ 12,135,310
                                              ------------    ------------

Liabilities and Shareholders' Equity:

Liabilities:
Accounts payable and accrued expenses .....   $      6,928    $     41,972
Due to affiliates .........................         25,693         270,765
                                              ------------    ------------
 Total liabilities ........................         32,621         312,737
                                              ------------    ------------

Commitments and contingencies

Shareholders' equity:
Shareholders' equity (235.3775 shares
 issued and outstanding)
                                                11,890,063      11,905,591
Managing shareholder's accumulated deficit         (83,175)        (83,018)
                                              ------------    ------------
 Total shareholders' equity ...............     11,806,888      11,822,573
                                              ------------    ------------
 Total liabilities and shareholders' equity   $ 11,839,509    $ 12,135,310
                                              ------------    ------------













                 See accompanying note to financial statements.
<PAGE>

Ridgewood Electric Power Trust II
Statement of Operations (unaudited)
--------------------------------------------------------------------------------


                                             Three Months Ended
                                             --------------------
                                            March 31,   March 31,
                                               2001       2000
                                             --------    --------
Revenue:
     Income from power generation projects   $   --      $110,523
     Interest income .....................     29,695      34,962
                                             --------    --------
          Total revenue ..................     29,695     145,485
                                             --------    --------
Expenses:
     Management fee ......................     25,693        --
     Accounting and legal fees ...........     13,290       8,079
     Miscellaneous .......................      6,397      13,962
                                             --------    --------
          Total expenses .................     45,380      22,041
                                             --------    --------
         Net (loss) income ...............   $(15,685)   $123,444
                                             --------    --------











                 See accompanying note to financial statements.
<PAGE>

Ridgewood Electric Power Trust II
Statement of Changes in Shareholders' Equity (unaudited)
--------------------------------------------------------------------------------

                                             Managing
                          Shareholders    Shareholder        Total
                          ------------    ------------    -----------

Shareholders' equity,
 December 31, 2000 ....   $ 11,905,591    $    (83,018)   $ 11,822,573

Net loss for the period        (15,528)           (157)        (15,685)
                          ------------    ------------    ------------

Shareholders' equity,
 March 31, 2001 .......   $ 11,890,063    $    (83,175)   $ 11,806,888
                          ------------    ------------    ------------














                  See accompanying note to financial statements
<PAGE>

Ridgewood Electric Power Trust II
Statement of Cash Flows (unaudited)
--------------------------------------------------------------------------------

                                                          Three Months Ended
                                                        ----------------------
                                                        March 31,    March 31,
                                                           2001         2000
                                                        ---------    ---------
Cash flows from operating activities:
Net (loss) income ...................................   $ (15,685)   $ 123,444
                                                        ---------    ---------
Adjustments to reconcile net income
 to net cash flows from operating activities:
Return of investment in power generation projects ...     365,800         --
Investment in power generation projects .............        --       (118,066)
Proceeds from note receivable .......................     117,130      108,153
Changes in assets and liabilities:
Increase in due from affiliates .....................     (17,638)        --
 (Increase) decrease in other assets ................        (743)       1,582
 Decrease in accounts payable and accrued expenses ..     (35,044)     (28,281)
 Decrease in due to affiliates ......................    (245,072)     (21,461)
                                                        ---------    ---------
 Total adjustments ..................................     184,433      (58,073)
                                                        ---------    ---------
Net cash provided by operating activities ...........     168,748       65,371
                                                        ---------    ---------

Cash flows from financing activities:
Repayment of borrowings under line of credit facility        --       (400,000)
                                                        ---------    ---------
Net cash used in financing activities ...............        --       (400,000)
                                                        ---------    ---------

Net decrease in cash and cash equivalents ...........     168,748     (334,629)

Cash and cash equivalents, beginning of period ......      89,829      537,541
                                                        ---------    ---------
Cash and cash equivalents, end of period ............   $ 258,577    $ 202,912
                                                        ---------    ---------









                 See accompanying note to financial statements.

<PAGE>
Ridgewood Electric Power Trust II
Note to Financial Statements (unaudited)
--------------------------------------------------------------------------------

1. General

In the opinion of management,  the accompanying  unaudited financial  statements
contain  all  adjustments,   which  consist  of  normal  recurring  adjustments,
necessary  for the fair  presentation  of the results  for the interim  periods.
Additional footnote disclosure  concerning accounting policies and other manners
are  disclosed  in  Ridgewood  Electric  Power Trust II's  financial  statements
included  in the 2000  Annual  Report  on Form  10-K,  which  should  be read in
conjunction  with these  financial  statements.  Certain prior year amounts have
been reclassified to conform to the current year presentation.


The results of operations for an interim period should not  necessarily be taken
as  indicative  of the results of  operations  that may be expected for a twelve
month period.

<PAGE>

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of  Operations  Dollar  amounts in this  discussion  are  rounded to the nearest
$1,000.

Introduction

The  Trust  carries  its  investment  in  Projects  at fair  value  and does not
consolidate  its  financial  statements  with the  financial  statements  of the
Projects.  Revenue is recorded by the Trust as cash  distributions  are received
from 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.

Results of Operations

Total revenue  decreased  79.6% to $30,000 in the first quarter of 2001 compared
to $145,000 in the first  quarter of 2000,  primarily  because of the absence of
distribution income from the Monterey Project. The absence of distributions from
the  Monterey  Project  reflects  Pacific Gas and  Electric  Company  ("PG&E")'s
failure to pay the project for power delivered since December 1, 2000.  Interest
income  decreased  from  $35,000 in the first  quarter of 2000 to $30,000 in the
first quarter of 2001 due to lower average cash balances.

Total  expenses  increased  $23,000  (105.9%) to $45,000 in the first quarter of
2001  compared  to  $22,000  in the same  period in 2000,  primarily  due to the
resumption of the management fee, which was $26,000 in the first quarter of
2001.

Liquidity and Capital Resources

Obligations of the Trust are generally  limited to payment of the management fee
to the Managing Shareholder and payment of certain accounting and legal services
to third parties.  The Trust ceased making  distributions to shareholders in the
first quarter of 2001.

The Trust  anticipates  that its cash flow  during 2001 will be adequate to fund
its obligations, notwithstanding PG&E's financial difficulties.

Forward-looking statement advisory

This Quarterly  Report on Form 10-Q, 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  climate and are found,  among other  places,  in the notes to
financial  statements  and at  Part  I,  Item  2,  Management's  Discussion  and
Analysis.  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  of fuel 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 in the Trust's most recent Annual Report on Form 10-K.

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.

<PAGE>

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

As reported by the Trust in it Form 10-K for the year ended  December  31, 2000,
Sunnyside Cogeneration Partners, L.P., which owns the Monterey Project, is under
a long-term  power  purchase and sale agreement with PG&E. Due to the California
energy crisis, PG&E was unable to pay in full for electrical energy and capacity
delivered in December 2000 and January 2001. Although partial payments were made
by PG&E  (15%) the full  amount  remained  due and  outstanding.  As a result of
PG&E's  failure to pay, the Monterey  Project's  gas supplier  refused to supply
additional gas and the Monterey Project shut  operations.  As a result of PG&E's
failure  to pay in full,  the  Monterey  Project,  along  with the Byron and San
Joaquin Projects owned by Ridgewood Electric Power Trust III, filed a lawsuit on
February 6, 2001 against PG&E  seeking  damages for breach of contract  equal to
lost net revenues for the remaining term of the power contract.

On April 6, 2001, PG&E sought  protection from creditors under Chapter 11 of the
Bankruptcy Code. As a result,  the state  litigation  instituted by the Monterey
Project was automatically stayed pursuant to the Bankruptcy Code. Moreover,  the
Bankruptcy  Code  provides  PG&E with the ability to reject or assume  executory
contracts,  such as the power contract.  As of this date, PG&E has not indicated
whether is will assume or reject the Monterey Project's power contract.  If PG&E
were to reject the power  contract,  it would as a result be terminated  and the
Monterey Project would be able to recover  "rejection  damages" from PG&E which,
given the bankruptcy,  may not be significant and, in addition,  be free to sell
its power to the open market.  Given current  conditions and electric  prices in
California,  which are likely to continue for some period of time,  the Monterey
Project  could sell into such  market  profitably;  however,  there is no way to
determine  whether  such sales would  equal or exceed any amounts  that may have
been earned under the power contract.


<PAGE>


                                                      SIGNATURES

Pursuant  to the  requirement  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.

                               RIDGEWOOD ELECTRIC POWER TRUST II
                                         Registrant

May 14, 2001                    By /s/ Christopher I. Naunton
Date                                Christopher I. Naunton
                                    Vice President and
                                    Chief Financial Officer
                                    (signing on behalf of the
                                    Registrant and as
                                    principal financial
                                    officer)