UNITED
      STATES


SECURITIES
      AND EXCHANGE
      COMMISSION


Washington,
      D.C. 20549





FORM
      10-Q


(Mark
      One)





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




For
        the
        quarterly period ended March 31, 2006
 or




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





For the transition period from _____ to
                _____





Commission
      file number:   0-21304





RIDGEWOOD
      ELECTRIC POWER TRUST
      II


(Exact
      Name of Registrant as Specified in Its Charter)





Delaware
            
            22-3206429(State
                of Other Jurisdiction
              of
                Incorporation or Organization)
            
            (I.R.S.
                Employer Identification No.)





1314
                King Street, Wilmington, Delaware
            
            19801(Address
                of Principal Executive Offices)
            
            (Zip
                Code)





(302)
                    888-7444(Issuer’s
                    Telephone Number, Including Area Code)


(Former
                name, former address and former fiscal year, if changed since last
                report)





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 o No x


Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of accelerated
      filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check
      one):





Large
      accelerated filer o   Accelerated
      filer o  Non-accelerated
      filer x





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).   o Yes   x No





As
      of
      November 30, 2007, there were 235.3775 Investor Shares outstanding.










RIDGEWOOD
      ELECTRIC POWER TRUST
      II





FORM
      10-Q





INDEX




PagePART
                I.
            FINANCIAL
                INFORMATIONItem
                1.
            Financial
                Statements
            1Item
                2.
            Management’s
                Discussion and Analysis of Financial
                Condition     and Results of
                Operations
            7Item
                3.
            Quantitative
                and Qualitative Disclosures About Market
                Risk
            8Item
                4.
            Controls
                and Procedures
            8PART
                II.
            OTHER
                INFORMATIONItem
                1.
            Legal
                Proceedings
            9Item
                1A.
            Risk
                Factors
            9Item
                2.
            Unregistered
                Sales of Equity Securities and Use of
                Proceeds
            10Item
                3.
            Defaults
                Upon Senior Securities
            10Item
                4.
            Submission
                of Matters to a Vote of Security
                Holders
            10Item
                5.
            Other
                Information
            10Item
                6.
            Exhibits
            10SIGNATURES
            
            11










PART
      I.   FINANCIAL
      INFORMATION





ITEM
1.FINANCIAL
      STATEMENTS







RIDGEWOOD
                ELECTRIC POWER TRUST
                IICONDENSED
                CONSOLIDATED BALANCE
                SHEETS(in
                thousands, except share
                data)March
                31,
              2006
            
            
            December
                31, 2005ASSETS
            
            (unaudited)Current
                assets:Cash
                and cash equivalents
            
            $
            274
            
            
            $
            196Accounts
                receivable
            
            
            112
            
            
            
            420Due
                from affiliates
            
            
            -
            
            
            
            1Gas
                forward contract
            
            
            281
            
            
            
            898Other
                current assets
            
            
            27
            
            
            
            39Total
                current assets
            
            
            694
            
            
            
            1,554Plant
                and equipment, net
            
            
            -
            
            
            
            1,132Intangibles,
                net
            
            
            -
            
            
            
            1,698Total
                assets
            
            $
            694
            
            
            $
            4,384LIABILITIES
                AND SHAREHOLDERS’ EQUITYCurrent
                liabilities:Accounts
                payable and accrued expenses
            
            $
            58
            
            
            $
            152Due
                to affiliates
            
            
            16
            
            
            
            354Total
                current liabilities
            
            
            74
            
            
            
            506Commitments
                and contingenciesShareholders’
                equity (deficit):Shareholders’
                equity (235.3775 Investor Shares issued
              and
                outstanding)
            
            
            815
            
            
            
            4,040Managing
                Shareholder’s accumulated deficit
              (1
                management share issued and outstanding)
            
            
            (195
            )
            
            
            (162
            )Total
                shareholders’ equity
            
            
            620
            
            
            
            3,878Total
                liabilities and shareholders’ equity
            
            $
            694
            
            
            $
            4,384










The
      accompanying notes are an
      integral part of these financial statements.




1





RIDGEWOOD
                ELECTRIC POWER TRUST
                IICONDENSED
                CONSOLIDATED
                STATEMENTS OF OPERATIONS(unaudited,
                in thousands,
                except per share data)Three Months
                Ended March 31,2006
            
            
            2005Revenues
            
            $
            91
            
            
            $
            664Cost
                of revenues
            
            
            641
            
            
            
            284Gross
                (loss) profit
            
            
            (550
            )
            
            
            380Operating
                expenses:General
                and administrative expenses
            
            
            30
            
            
            
            45Impairment
                of plant, equipment and intangibles
            
            
            2,830
            
            
            
            -Management
                fee to the Managing Shareholder
            
            
            15
            
            
            
            18Total
                operating expenses
            
            
            2,875
            
            
            
            63(Loss)
                income from operations
            
            
            (3,425
            )
            
            
            317Other
                income:Gain
                on sale of investments
            
            
            167
            
            
            
            -Interest
                income
            
            
            -
            
            
            
            1Total
                other income
            
            
            167
            
            
            
            1Net
                (loss) income
            
            $
            (3,258
            )
            
            $
            318Managing
                Shareholder – Net (loss) income
            
            $
            (33
            )
            
            $
            2Managing
                Shareholder – Distribution
            
            
            -
            
            
            
            3Shareholders
                – Net (loss) income
            
            
            (3,225
            )
            
            
            316Net
                (loss) income per Investor Share
            
            
            (13,703
            )
            
            
            1,344Distribution
                per Investor Share
            
            
            -
            
            
            
            1,500









The
      accompanying notes are an
      integral part of these financial statements.







2




RIDGEWOOD
                ELECTRIC POWER TRUST
                IICONDENSED
                CONSOLIDATED
                STATEMENTS OF CASH FLOWS(unaudited,
                in
                thousands)




Three
                  Months Ended March 31,2006
              
              
              2005Cash
                  flows from operating activities:Net
                  cash provided by operating activities
              
              $
              78
              
              
              $
              106Cash
                  flows from investing activities:Proceeds
                  from investment in partnership transferredunder
                  contractual agreement
              
              
              -
              
              
              
              222Cash
                  flows from financing activities:Cash
                  distribution to shareholders
              
              
              -
              
              
              
              (356
              )Net
                  increase (decrease)  in cash and cash
                  equivalents
              
              
              78
              
              
              
              (28
              )Cash
                  and cash equivalents, beginning of period
              
              
              196
              
              
              
              430Cash
                  and cash equivalents, end of period
              
              $
              274
              
              
              $
              402










The
      accompanying notes are an
      integral part of these financial statements.


3





RIDGEWOOD
                ELECTRIC POWER TRUST
                IINOTES
                TO CONDENSED CONSOLIDATED
                FINANCIAL STATEMENTS(unaudited,
                dollar amounts in
                thousands)








1.   BASIS
      OF
      PRESENTATION





The
      accompanying unaudited condensed consolidated financial statements have been
      prepared pursuant to the rules of the United States Securities and Exchange
      Commission (the “SEC”). Certain information and footnote disclosures normally
      included in consolidated financial statements prepared in accordance with
      accounting principles generally accepted in the United States of America have
      been condensed or omitted pursuant to SEC rules. These condensed consolidated
      financial statements should be read in conjunction with the Ridgewood Electric
      Power Trust II (the “Trust”) Annual Report on Form 10-K for the year ended
      December 31, 2005 filed with the SEC on December 14, 2007 (the “2005 Form
      10-K”). No significant changes have been made to the Trust’s accounting policies
      and estimates disclosed in the 2005 Form 10-K.





In
      the
      opinion of management, the condensed consolidated financial statements as of
      March 31, 2006, and for the three-month periods ended March 31, 2006 and 2005,
      include all adjustments (consisting of normal recurring accruals) necessary
      for
      a fair presentation of the consolidated financial position, results of
      operations and cash flows for the periods presented. The results of operations
      for the three months ended March 31, 2006 and 2005 are not necessarily
      indicative of the results to be expected for the full year or any other
      period.





2.   DESCRIPTION
      OF
      BUSINESS





The
      Trust
      is a Delaware trust formed on November 20, 1992 to primarily make investments
      in
      projects and businesses in the energy and infrastructure sectors. Ridgewood
      Renewable Power LLC (“RRP” or the “Managing Shareholder”), a New Jersey limited
      liability company, is the Managing Shareholder. As the Managing Shareholder,
      RRP
      has direct and exclusive control over the management and operations of the
      Trust.





As
      of
      March 31, 2006, the Trust had one non-operating investment, located in
      California and 100% owned by the Trust (“Monterey”). The investment is a 5.5
      megawatt (“MW”) cogeneration project which suspended operations in January 2006
      due to a contract dispute with its customer. Since the closing of the Monterey
      facility in January 2006, the Trust has not had any operating revenues, though
      it continued to have contractual obligations through August 2006 related to
      its
      gas purchase agreement with Coral Services Energy, Inc. During the first quarter
      of 2006, the Trust recorded an asset impairment of Monterey’s net book value of
      its plant, equipment and intangibles. The Monterey project remains closed as
      of
      the date of this filing.





The
      other
      operating investment of the Trust was a collection of irrigation service engines
      with a production capacity of 2MW (the “Pumping Project”), which was sold in
      January 2006 for $1. The sale of the Pumping Project did not impact the Trust’s
      results of operations in 2006, as the assets were previously fully impaired.
      Additionally, at March 31, 2006, the Trust had a long-term note receivable,
      which was paid in full on October 31, 2007. Upon the repayment of the
      Trust’s long term receivable in October 2007, the Trust no longer had any cash
      producing assets and may not in the future, subject to the resolution of
      litigation relating to the Monterey facility.





3.   
NOTES
      RECEIVABLE





In
      September 2002, the Trust sold its interests in Pittsfield Investors Limited
      Partnership and B-3 Limited Partnership to Energy Answers Corporation for $1.2
      million in cash and $5 million of promissory notes. The notes bore interest
      at a
      rate of 10% per annum, and were to be repaid over a 17-year term. The recovery
      of interest and principal under the promissory notes issued in connection with
      the sale of the Trust’s were dependent upon the operations of the partnership
      investment transferred.





Consequently,
      the Trust deferred its
      gain on the sale of its ownership interest until the carrying value of the
      investment was fully recovered. The cash proceeds received for the interest
      and
      principal were recorded as a reduction of its investment in partnership
      transferred under contractual agreement through June 30,
      2005.  Subsequent payments were recorded as a component of other
      income as collected. The note payments remained current until the notes were
      paid in full on October 31, 2007.


4




RIDGEWOOD
                ELECTRIC POWER TRUST
                IINOTES
                TO CONDENSED CONSOLIDATED
                FINANCIAL STATEMENTS(unaudited,
                dollar amounts in
                thousands)





4.  IMPAIRMENT





On
      January 9, 2006, Monterey suspended
      its operations indefinitely.  As a result, the Trust recorded full
      impairments relating to its plant and equipment and intangibles of $1,132 and
      $1,698, respectively.





5.  GAS
      CONTRACT





In
      August
      2001, Monterey entered into an agreement to purchase natural gas, at fixed
      prices, over a five-year term in connection with entering into an amendment
      fixing the sales price of electric power sales contracts for a similar term.
      The
      contract was entered into in order to minimize the impact of fluctuating energy
      prices. The Trust has determined that the contract is a derivative as defined
      under Statement of Financial Accounting Standards (“SFAS”)  No. 133,
      "Accounting for Derivative Instruments and Hedging Activities", as amended.
      The
      Trust has designated the derivative as a non-hedge instrument. Accordingly,
      the
      value of the contract based on the differences between contract prices and
      market value prices is recognized as an asset or a liability in the balance
      sheet. Changes in the carrying value of the contract is reflected as a component
      of cost of revenues in the consolidated statements of operations.





6.  COMMITMENTS
      AND
      CONTINGENCIES





Monterey
      has a non-cancelable operating lease which expires in May 2021. Future minimum
      lease payments as of December 31, 2006 are approximately $12 per annum along
      with the delivery of by-product steam.  In connection with the lease,
      Monterey has not delivered by-product steam since it was shut down in January
      2006. As a result, Monterey may be subject to penalties from the lessor. The
      Trust considers the likelihood of any successful claim in this matter to be
      remote.





Monterey
      has a long-term agreement to purchase natural gas from its supplier at a fixed
      price throughout the term, which expired in August 2006.  At March 31,
      2006, future minimum purchases under the agreement were $321, all of which
      occurred in 2006. In
      connection with the gas supply contract, the Trust issued a standby letter
      of
      credit which totaled $230 at March 31, 2006. The letter of credit expired in
      August 2006.





7.   SUBSEQUENT
      EVENTS





For
      the
      first 15 years of operation, Pacific Gas and Electric Company (“PG&E”)
“dispatched” Monterey to produce and deliver electricity up to its contract
      capacity on a 13 hour per day, five day per week basis (“13x5”).  However,
      on December 1, 2005, PG&E dispatched Monterey on a 24 hour per day, seven
      day per week basis (“24x7”) for an indefinite period, effective January 1,
      2006. Monterey advised PG&E that its 24x7 dispatch order was a breach
      of the parties’ power purchase agreement.  Management of Monterey was also
      concerned that if the facility continued to produce and supply power consistent
      with the parties’ prior course of performance, PG&E would refuse to
      pay.  Accordingly, Monterey demanded that PG&E provide adequate
      assurances that it would continue to pay Monterey for its capacity and its
      electricity produced and delivered in accordance with the parties’ longstanding
      13x5 operations.  PG&E did not provide such assurances.  In the
      absence of such assurances, Monterey suspended operations on or about January
      9,
      2006.  Monterey filed a Complaint against PG&E in the San Francisco
      Superior Court on May 16, 2006 (the “Monterey Complaint”).  The Monterey
      Complaint seeks damages for breach of contract, damages for PG&E’s breach of
      the implied covenant of good faith and fair dealing, and a claim for declaratory
      relief against PG&E, seeking a judicial determination that PG&E’s
      conduct materially breached the parties’ agreement and justified Monterey’s
      suspension of performance. Monterey is seeking damages against PG&E
      estimated at approximately $5,000.  A Jury Trial with regard to this
      matter is currently set for February 8, 2008.





On
      May
      14, 2007, PG&E filed a Complaint in San Francisco Superior Court against
      Monterey (the “PG&E Complaint”).  The PG&E Complaint arises out of
      the same transactions and occurrences that gave rise to the Monterey Complaint
      against PG&E.  PG&E asserted claims for compensatory damages for
      breach of contract and breach of the implied covenant of good faith and fair
      dealing as well as “restitution” of capacity payments made to Monterey on a
      theory of unjust enrichment, and declaratory relief for repayment of capacity
      payments made to the Monterey. PG&E is seeking restitution damages
      against Monterey estimated at approximately $4,800.


5




RIDGEWOOD
                ELECTRIC POWER TRUST
                IINOTES
                TO CONDENSED CONSOLIDATED
                FINANCIAL STATEMENTS(unaudited,
                dollar amounts in
                thousands)





The
      claims made by PG&E have been made solely against Monterey and do not
      involve any claims against the Trust. Both of the above litigation matters
      are
      currently in discovery.  Monterey intends to vigorously prosecute its
      claims and defend against PG&E’s claims and believes it will ultimately
      prevail.





On
      August 16, 2006, the Managing Shareholder of the Trust and affiliates of the
      Trust, filed lawsuits against the former independent registered public
      accounting firm for the Trust, Perelson Weiner, LLP (“Perelson Weiner”), in New
      Jersey Superior Court.  The suits alleged professional malpractice and
      breach of contract in connection with audit and accounting services performed
      by
      Perelson Weiner. On October 20, 2006, Perelson Weiner filed a counterclaim
      against the Trust, and its affiliates alleging breach of contract due to unpaid
      invoices. Discovery is ongoing and no trial date has been set. The costs and
      expenses of the litigation are being paid for by the Managing Shareholder and
      affiliated management companies and not the underlying investment funds,
      including the Trust.





6





ITEM
2. MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF
      FINANCIAL CONDITION AND RESULTS OF OPERATIONS





The
      purpose of this discussion and analysis of the operating results and financial
      condition at March 31, 2006 is intended to help readers analyze the accompanying
      financial statements, notes and other supplemental information contained in
      this
      document.  Results of operations for the three-month period ended
      March 31, 2006 are not necessarily indicative of results to be attained for
      any
      other period. This discussion and analysis should be read in conjunction with
      the accompanying financial statements, notes and other supplemental information
      included elsewhere in this report and Part II, Item 7. “Management’s
      Discussion and Analysis of Financial Condition and Results of Operations” of the
      Trust’s 2005 Form 10-K.





Forward-Looking
      Statements




Certain
      statements discussed in this item and elsewhere in this Quarterly Report on
      Form
      10-Q constitute forward-looking statements within the meaning of the Private
      Securities Litigation Reform Act of 1995. These forward-looking statements
      generally relate to the Trust’s plans, objectives and expectations for future
      events and include statements about the Trust’s expectations, beliefs, plans,
      objectives, intentions, assumptions and other statements that are not historical
      facts.   These statements are based upon management’s opinions
      and estimates as of the date they are made.  Although management
      believes that the expectations reflected in these forward-looking statements
      are
      reasonable, such forward-looking statements are subject to known and unknown
      risks and uncertainties that may be beyond the Trust’s control, which could
      cause actual results, performance and achievements to differ materially from
      the
      results, performance and achievements projected, expected, expressed or implied
      by the forward-looking statements. Examples of events that could cause actual
      results to differ materially from historical results or those anticipated
      include the outcome of litigation described in Item 3. "Legal Proceedings” of
      the Trust’s 2005 Form 10-K, changes in political and economic conditions,
      federal or state regulatory structures, government mandates, the ability of
      customers to pay for energy received, supplies and prices of fuels, operational
      status of generating plants, mechanical breakdowns, volatility in the price
      for
      electric energy, natural gas, or renewable energy. Additional information
      concerning the factors that could cause actual results to differ materially
      from
      those in the forward-looking statements is contained in Part I,
      Item 1A. “Risk Factors” and Part II, Item 7. “Management’s
      Discussion and Analysis of Financial Condition and Results of Operations”, of
      the 2005 Form 10-K. The Trust undertakes no obligation to publicly revise any
      forward-looking statements or cautionary factors, except as required by
      law.





Critical
      Accounting Policies and
      Estimates





The
      following discussion and analysis of the Trust’s financial condition and
      operating results is based on its financial statements.  The
      preparation of this Quarterly Report on Form 10-Q requires the Trust to make
      estimates and assumptions that affect the reported amount of assets and
      liabilities, disclosure of contingent assets and liabilities at the date of
      the
      Trust’s financial statements, and the reported amount of revenue and expenses
      during the reporting period. Actual results may differ from those estimates
      and
      assumptions.  No material changes have been made to the Trust’s
      critical accounting policies and estimates disclosed in its 2005 Form
      10-K.





Results
      of Operations and Changes in
      Financial Condition





Three
      months ended March 31, 2006
      compared to the three months ended March 31, 2005





Total
      revenues decreased approximately $0.6 million, or 86.3%, to $0.1 million in
      the
      first quarter of 2006 as compared to $0.7 million for the same period in 2005.
      This decrease was due to the suspension of Monterey’s operations and the sale of
      the Pumping Project in January 2006. Revenues for 2006 are Monterey’s revenues
      prior to suspension of its operations.





Cost
      of
      revenues increased approximately $0.3 million, or 125.7%, to $0.6 million in
      the
      first quarter of 2006, as compared to $0.3 million for the same period in 2005.
      This increase was due to a decline in the price of natural gas, which has the
      effect of increasing cost of revenues due to recording declines in market value
      of the Trust’s gas forward contract.


7


Gross
      loss was $0.6 million for the first quarter of 2006, a decrease of approximately
      $1.0 million compared to gross profit of $0.4 million for the same period in
      2005.  This decrease was primarily due to decreased revenues as a
      result of the Monterey shutdown and increased cost of revenues resulting from
      declines in the price of natural gas.





During
      the first quarter of 2006, the Trust recorded a $2.8 million impairment of
      plant
      and equipment and its intangible assets, as a result of closing the Monterey
      operations.





The
      Trust
      recorded a gain on sale of investments of $0.2 million in the first quarter
      of
      2006 due to collections of its notes receivable during the first quarter of
      2006. Cash receipts in the first quarter of 2005 reduced the carrying value
      of
      the notes and therefore no gain was recognized.





Total
      assets were $0.7 million at March 31, 2006, a decrease of $3.7 million from
      $4.4
      million at December 31, 2005. This decrease is primarily due to the shutdown
      of
      Monterey and purchases under the gas forward contract. Total liabilities
      decreased $0.4 million from $0.5 million at December 31, 2005 to $74,000 at
      March 31, 2006, primarily due to affiliated repayments of $0.3
      million.





Liquidity
      and Capital
      Resources





Three
      months ended March 31, 2006
      compared to the three months ended March 31, 2005





At
      March
      31, 2006, the Trust had cash and cash equivalents of $0.3 million, an increase
      of $0.1 million from $0.2 million at December 31, 2005. The increase was the
      result of $78,000 provided by operating activities.




Cash
      provided by investing activities for the three months ended March 31, 2005
      was
      $0.2 million attributable to payments received from notes receivable. For the
      2006 period, cash receipts on the notes are classified as an operating
      activity.





There
      was
      no cash used in financing activities for the first quarter of 2006 and $0.4
      million used in the first quarter of 2005.  The 2005 amount represents
      amounts distributed to shareholders.





Future
      Liquidity and Capital Resource
      Requirements





The
      Trust
      expects cash flows from operating activities to be significantly less in the
      future periods than in the previous periods since the operation of Monterey
      has
      ceased.





Off-Balance
      Sheet Arrangements and
      Contractual Obligations and Commitments





At
        March
        31, 2006, remaining purchases under the Trust’s gas supply contract totaled
        $321,000. There have been no other changes from the disclosures in the Trust’s
        2005 Form 10-K.


ITEM3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
        RISK





The
      disclosure required by this Item is
      omitted pursuant to Item 305(e) of Regulation S-K.





ITEM
4.CONTROLS
      AND PROCEDURES




In
      accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934, as
      amended (the “Exchange Act”), the Trust’s Chief Executive Officer and Chief
      Financial Officer evaluate the effectiveness of the Trust’s disclosure controls
      and procedures. A system of disclosure controls and procedures is designed
      to
      ensure that information required to be disclosed by a registrant in reports
      filed with the Exchange Act are recorded, processed, summarized and reported
      within the time periods specified in the applicable rules and
      forms.  This includes disclosure controls and procedures designed to
      ensure that information required to be disclosed by a registrant is accumulated
      and communicated to senior management so as to allow timely decisions regarding
      required disclosure. A review of these controls and procedures was done by
      the
      Trust as of March 31, 2006, which revealed that the following material
      weaknesses previously identified continue to exist:




8




(i)
              a
                  lack of sufficient personnel with relevant experience to develop,
                  administer and monitor disclosure controls and procedures to enable
                  the
                  Trust to comply efficiently, or on a timely basis, with its financial
                  reporting obligations,




(ii)
            inadequate
                disclosure controls and procedures, including inadequate record retention
                and review policies that would enable the Trust to meet its financial
                reporting and disclosure obligations in an efficient and timely
                manner.




As
      a
      result of these weaknesses, the Trust has not timely met its reporting
      obligations under the Exchange Act.




The
      Trust's Chief Executive Officer and Chief Financial Officer have also concluded
      that there was no change in the Trust's internal control over financial
      reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act)
      that occurred during the quarter ended March 31, 2006 that has materially
      affected, or is reasonably likely to materially affect, the Trust's internal
      control over financial reporting.





Since
      the
      review, the Trust has implemented the following changes in internal control
      over
      financial reporting:




·
            Increased
                the number of degreed accountants. Additional staff expansion is
                underway.




·
            Engaged
                a national accounting firm to evaluate procedures and controls over
                financial reporting. The firm made a report to the Managing Shareholder
                in
                May 2006, which has implemented some of the firm’s recommendations, and is
                in the process of evaluating the remaining
                recommendations.




·
            In
                August 2006, engaged a national accounting firm to supply accounting
                personnel to assist while personnel hiring is underway. The work
                performed
                by the firm is under the direct supervision of the Trust’s Chief Financial
                Officer and Controller.




·
            In
                May 2007, the Trust appointed a new Chief Financial Officer who is
                a
                Certified Public Accountant with approximately 29 years of professional
                accounting experience, including prior experiences as a financial
                officer
                of publicly traded companies.




The
      Trust
      believes that the completion of the expansion of the accounting and financial
      reporting staff and implementation of recommended procedures will mitigate
      the
      above weaknesses. However, due to the Trust’s delinquencies in meeting its
      filing deadlines under the Exchange Act, the Trust expects these deficiencies
      to
      continue to be material weaknesses at least until such time as the Trust is
      no
      longer delinquent in its Exchange Act filings.




The
      Trust’s Chief Executive Officer and Chief Financial Officer have evaluated the
      effectiveness of the Trust’s disclosure controls and procedures as of the end of
      the period covered by this report pursuant to Rule 13a-15(b) under the Exchange
      Act and concluded that, as of the end of the period covered by this report,
      because of the material weaknesses noted above, the Trust’s disclosure controls
      and procedures were not effective.




PART
      II.   OTHER
      INFORMATION




ITEM
1.LEGAL
      PROCEEDINGS





There
      have been no material changes to the legal proceedings disclosed in the 2005
      Form 10-K.




ITEM
1A. RISK
      FACTORS





For
      information regarding factors that could affect the Trust’s results of
      operations, financial condition and liquidity, see the risk factors discussed
      under “Risk Factors”  in Item 1A of the 2005 Form
      10-K.  There have been no material changes from the risk factors
      previously disclosed in such Form 10-K.




9


ITEM
2.UNREGISTERED
      SALES OF EQUITY SECURITIES AND
      USE OF PROCEEDS





None.





ITEM
3.DEFAULTS
      UPON SENIOR
      SECURITIES





None.





ITEM
4.SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY
      HOLDERS





None.





ITEM
5.OTHER
      INFORMATION





None.





ITEM
6.EXHIBITS




31.1
            *
            Certification
                of Randall D. Holmes, Chief Executive Officer of the Registrant,
                pursuant
                to Securities Exchange Act Rule 13a-14(a).31.2
            *
            Certification
                of Jeffrey H. Strasberg, Chief Financial Officer of the Registrant,
                pursuant to Securities Exchange Act Rule 13a-14(a).32
            *
            Certifications
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                The Sarbanes-Oxley Act of 2002, signed by Randall D. Holmes, Chief
                Executive Officer of the Registrant, and Jeffrey H. Strasberg, Chief
                Financial Officer of the
                Registrant.


_____________________


*           Filed
      herewith.


10




SIGNATURES





Pursuant
      to the requirements 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
                  IIIDate: 
                  December 20, 2007
              By:
              /s/ 
                  Randall D. HolmesRandall
                  D. HolmesChief
                  Executive Officer(Principal
                  Executive Officer)
   Date: 
                  December 20, 2007
              By:
              /s/ 
                  Jeffrey H. StrasbergJeffrey
                  H. StrasbergExecutive
                  Vice President and
                Chief
                  Financial Officer(Principal
                  Financial and Accounting Officer)
 11