UNITED STATES

              SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549

                           FORM 10-Q/A



Amendment No. 1 to Quarterly Report Pursuant to 
Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the quarterly period ended         September 30, 1998

Commission File Number            0-21304

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

     Delaware, U.S.A.               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)

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

       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 2.  Management's Discussion and Analysis of Financial Condition
And Results of Operation


Dollar amounts in this discussion are rounded to the 
nearest $1,000.

Introduction

The Trust carries its investment in the Projects it owns 
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.

The Berkshire Project receives revenue in the form of tipping 
fees for waste delivered to the facility and from steam sold 
under a long-term contract which expires in 2004.  Tipping 
fees are based on spot market prices which may fluctuate from 
time to time.  The Project's steam customer is not obligated to 
extend the contract beyond the year 2004.

The Columbia Project receives revenue in the form of tipping 
fees for waste delivered to the facility by local waste 
haulers and transferred to long haul trucks for delivery 
to distant landfills.  The Project's profit margins have 
been reduced due to competition from national waste 
management companies operating in the same region.



Results of Operations  
<TABLE>
<CAPTION>

                    Nine Months Ended September 30,  Quarter Ended September 
30,
                            1998           1997           1998          1997
<S>                     <C>           <C>               <C>        <C>
Monterey                $  389,000    $    548,000      $ 132,000  $  140,000
Berkshire                  176,000         272,000            ---      88,000
Columbia                   100,000         265,000            ---      48,000
San Diego                      ---       2,603,000            ---         ---
Sunkist                     77,000         122,000         75,000      70,000
Project development            ---          73,000            ---         ---
Interest income            151,000          78,000         47,000      31,000

Total                   $  893,000    $  3,961,000      $ 254,000  $  377,000

</TABLE>


Total revenues decreased $3,068,000 (77%) to $893,000 
for the first nine months of 1998 from $3,961,000 in the 
first nine months of 1997 primarily because of the 
$2,594,000 gain on the sale of the San Diego project 
recorded in 1997.  Distributions from the Monterey, 
Columbia and Sunkist Projects also declined by $159,000, 
$165,000 and $45,000, respectively from their 1997 levels.
  The decline from the Monterey Project was attributable to 
increased maintenance costs from a periodic overhaul of 
its engines and reduced revenues because of the scheduled 
shutdown.  The lower distributions from the Columbia Project 
in the nine months ended September 30, 1998 resulted from 
the timing of distributions as well as lower profit margins 
caused by increased competition from other waste management 
companies operating in the region.  The Trust expects this 
competitive pressure to continue.  The Sunkist Project, 
which provides irrigation pumping to Southern California 
farmers, suffered from the extraordinary rainfall that 
occurred in the first half of 1998. The increase in interest 
income from the 1997 period to the 1998 period reflects 
amounts received in 1998 on the note received as part of 
the sale price of the San Diego Project. 

Distributions from the Berkshire Project, after continuing 
at approximately the 1997 levels for the first six months 
of 1998, ceased in the third quarter of 1998.  In the third 
quarter of 1998, the manager of Berkshire informed the Trust 
that significant and undisclosed cost overruns in the 
construction of an ash handling system for the Berkshire 
Project had depleted the Project's funds, including reserve 
funds for closure of a landfill and other reserves.  The 
project manager believed that Berkshire could not continue 
operations without significant capital injections from its 
two limited partners, one of whom is the Trust.  The project 
manager further advised the Trust that even if the Project 
were to continue operations with additional contributed 
capital, in that event distributions from Berkshire to the 
Trust would cease for an indefinite period.

The Trust requested detailed additional information and a 
revised operating plan from the project manager. In the 
Trust's opinion, the project manager has not yet adequately 
responded to these requests.  The Trust also has conducted 
on-site reviews by its financial and engineering personnel.  
In early November 1998, the manager's parent company installed 
a new financial team for the Project and offered to contribute 
additional capital to the Project on the condition that the 
Trust subordinate its rights to distributions from the Project.  
The Trust is considering the offer and expects that 
negotiations will begin shortly.  

The Trust is continuing its own financial and engineering 
review of the project and is reviewing the short-term and 
long-term viability of the Berkshire project.  After 
considering the information provided and to be provided by 
the project manager, its own review of the project and the 
results, if any, of the negotiations, the Trust will 
determine the extent to which it should reduce the carrying 
value of its investment.  The Trust is also considering 
legal remedies against the project manager and its affiliates.

The changes in total revenues in the third quarter of 1998 
as compared to the third quarter of 1997 were caused by the 
same factors.

Expenses

For the nine months ended September 30, 1998, total expenses 
decreased $245,000 (39%) to $376,000 from $621,000 in the 
same period in 1997, reflecting a $281,000 write-off of 
certain electric power equipment recorded in the 1997 period.  
Expenses for  the quarter ended September 30, 1998 were 
consistent with the same period in 1997. 

Liquidity and Capital Resources

During the first nine months of 1998, the Trust's operating 
activities generated $765,000 of cash compared to $4,491,000 
of cash during the same period in 1997.  The change is 
primarily attributable to the $3,242,000 of cash received 
on the sale of the San Diego Project in the second quarter 
of 1997.  Cash distributions to shareholders decreased to 
$1,141,000 in the first nine months of 1998 from $1,591,000 
in the same period in 1997 due to decreases in the monthly 
cash distribution rate in 1998.

In 1997, the Trust and Fleet Bank, N.A. (the "Bank") entered 
into a revolving line of credit agreement, whereby the Bank 
provides a three year committed line of credit facility of 
$750,000.  Outstanding borrowings bear interest at the Bank's 
prime rate or, at the Trust's choice, at LIBOR plus 2.5%.  
The credit agreement requires the Trust to maintain a ratio 
of total debt to tangible net worth of no more than 1 to 1 
and a minimum debt service coverage ratio of 2 to 1.  The 
credit facility was obtained in order to allow the Trust to 
operate using a minimum amount of cash, maximize the amount 
invested in Projects and maximize cash distributions to 
shareholders.  The Trust borrowed $200,000 in August 1998 
and an additional $100,000 in October 1998 to allow more 
consistent distributions to investors when revenues are 
sporadic.  The Trust anticipates that cash flows from 
operations will be sufficient to repay these borrowings 
by July 1999.

Obligations of the Trust are generally limited to payment 
of the management fee to the Managing Shareholder, payments 
for certain accounting and legal services to third persons 
and distributions to shareholders of available operating 
cash flow generated by the Trust's investments.  The 
Trust's policy is to distribute as much cash as is prudent 
to shareholders.  Accordingly, the Trust has not found 
it necessary to retain a significant amount of working 
capital.  The need to retain working capital is further 
reduced by the availability of the line of credit facility.

   Year 2000 Remediation

     The Managing Shareholder and its affiliates began year 2000 
review and planning in early 1997.  After initial remediation was 
completed, a more intensive review discovered additional issues 
and the Managing Shareholder began a formal remediation program 
in late 1997.  The Managing Shareholder has assessed problems, 
has a written plan for remediation and is implementing the plan.  

     The accounting, network and financial packages for the 
Ridgewood companies are basically off-the-shelf packages that 
will be remediated, where necessary, by obtaining patches or 
updated versions.  The Managing Shareholder expects that updating 
will be complete before the end of the first quarter of 1999 with ample time 
for implementation, testing and custom changes to some modifications 
made by Ridgewood to those programs.  To a large extent, these software 
packages would have been upgraded within a three to five year time frame, 
even absent the Year 2000 problem.  The Managing Shareholder estimates that 
the Trust's allocable portion of the cost of upgrades that were accelerated 
because of the Year 2000 problem is approximately $300.

     The Managing Shareholder has identified two major systems affecting the 
Trust that rely on custom-written software, the subscription/investor 
relations and investor distribution systems, which maintain individual 
investor records and effect disbursement of distributions to Investors.  In 
late 1998, the Managing Shareholder's outside computer consultant reviewed 
the remediation completed for those systems and advised the Managing 
Shareholder that material additional work was required for these systems to 
work efficiently after 1999.  The Managing Shareholder accordingly employed a 
new specialist for Year 2000 remediation of those systems and other software 
and for information systems support generally.  The Managing Shareholder's 
plan calls for completion of changes to the distribution system and testing 
of that system by the end of the first quarter of 1999 and the Managing 
Shareholder believes that this effort is ahead of schedule. The plan also 
targets completion by the end of the second quarter of 1999 of minor changes 
to the elements of the subscription/investor relations system that will allow 
it to handle individual investors' records, and of all testing of those 
modifications.  Elements of that system used to generate internal sales 
reports and other internal reports (but which do not affect investors' 
records) will require major remediation.  Remediation of the internal report 
generating programs is expected to be completed by the end of the third 
quarter of 1999 with testing and any additional modifications to be completed 
no later than the end of 1999.  

     The Managing Shareholder is confident that all software systems 
necessary to maintain investor records will be remediated and tested well 
before the end of 1999.  If the systems used to generate internal reports 
from the subscription/investor relations system are not remediated by the end 
of 1999, the Managing Shareholder is developing a contingency plan to use the 
existing systems together with manual entry of data and checking of results 
until remediation is complete.  The Managing Shareholder has done this in the 
past when system problems have occurred and it thus believes that there will 
be no material or noticeable effect on the accuracy of its records or 
generation of internal reports, although it may experience delays in 
generating internal reports of a few days.

     Some systems are being remediated using the "sliding window" technique, 
in which two digit years less than a threshold number are assumed to be in 
the 2000's and higher two digit numbers are assumed to be in the 1900's.  
Although this will allow compliance for several years beyond the year 
2000, eventually those systems will have to be rewritten again or 
replaced.  The Managing Shareholder expects that the ordinary course of 
system upgrading will eventually cure this problem.

     The Trust's share of the incremental cost for Year 2000 remediation of 
this custom written software and related items for 1998 and prior years is 
estimated at no more than $5,000 and is estimated to be not more than 
approximately $4,500 for 1999.  

     Each of the Trust's facilities is being reviewed during the first 
quarter of 1999 by an outside consultant or by personnel of Ridgewood Power 
Management Corporation to determine if its electronic control systems contain 
software affected by the Year 2000 problem or contain embedded components 
that contain Year 2000 flaws.  The Trust owns one small electric generating 
facility and a number of pumping equipment sets, and interests in two waste 
disposal facilities.  These assets rely on mechanical and analog systems, 
many of which are not expected to be vulnerable to Year 2000 problems.  The 
facilities use personal computers running packaged software for routine 
recordkeeping and data logging, which have been upgraded as described above.  
To date the Trust has discovered no other systems having a material impact on 
output, environmental compliance, recordkeeping or any other material impact 
that have Year 2000 concerns.  The Trust's share of the estimated costs of 
the consultant's review and of any minor upgrades or rehabilitation is 
estimated at less than $25,000.

     The Managing Shareholder and its affiliates do not 
significantly rely on computer input from suppliers and customers 
and thus are not directly affected by other companies' year 2000 
compliance.  However, if customers' payment systems or suppliers' 
systems were adversely affected by year 2000 problems, the Trust 
could be affected.  For example, if the utility that purchases the Trust's 
electricity output were unable to accept electricity because of system 
malfunctions or transmission failures caused by Year 2000 non-compliance by 
them or other persons, the Trust would lose revenues that could not be 
recouped at a later date.  Similarly, if utility payment systems were to 
malfunction, the Trust's revenues might be delayed.  Based on published 
reports the Trust believes that it is now very unlikely that utilities will 
fail to accept electricity for more than a very short time because of 
malfunctions caused by the Year 2000 problem.  Although the Trust also 
believes that utility payment problems are unlikely and, if they occur, will 
not exceed a month or two, there can be no assurance that payments to the 
Trust will not be interrupted.  The Trust has established a line of credit, 
described above at "Liquidity and Capital Resources," to cover this 
contingency and others.  The Trust's non-utility customers are being 
contacted during the first quarter of 1999.  The Trust anticipates that the 
customers will advise it that they do not anticipate that their own Year 2000 
problems, if any, will interfere with taking or paying for the Trust's 
outputs of electricity or heat, but that they will decline to give any 
assurance that they will be able to do so if third persons fail to meet their 
obligations to those non-utility customers.

     The Trust's main supply contingency is the availability of natural gas 
from pipelines for fueling the Monterey electric generating plant and the 
irrigation pumping sets.  Accordingly the Trust is exposed to a possible 
interruption of gas supply if year 2000 problems interfere with pipeline 
service. There is no reasonably available alternate source of gas and 
accordingly an interruption of supply would necessarily close the plant or 
halt the pumping sets.  The Berkshire and Columbia facilities burn or process 
municipal trash, the supply of which is unlikely to be affected by year 2000 
problems. Availability of other supplies such as spare parts and consumables 
may be affected by year 2000 problems; the Trust purchases these items from 
many different sources, no single one or group of which could have a material 
effect on the Trust if it or they were not Year 2000 compliant.  

     Because the Trust and the Managing Shareholder are extremely small 
relative to the size of their material customers and suppliers and are paid 
or supplied using the same systems as larger companies, requests for written 
assurances of compliance from those customers or suppliers are not cost-
effective.  Instead, the Managing Shareholder is monitoring industry trends 
and compliance and is working to assure the Trust's continued operations.  
Similarly, as described above, in most cases there are no cost-effective 
contingency measures that can be taken against the major risks to the Trust 
that utilities will fail to take or fail to pay for the Trust's electricity 
output or that natural gas pipelines will fail to deliver gas as the result 
of Year 2000 problems.  The Trust believes that in the event that any embedded
components or other systems are found to have Year 2000 problems at its 
power plants it will be able to remediate them promptly and before the end 
of 1999.  It is preparing contingency plans to operate the plants with manual
or analog control systems if Year 2000 problems cannot be remediated.  Because
the plants are small and use simple technologies that are not dependent on 
computers or date-sensitive electronics, the Trust believes that it is 
unlikely that any of its facilities would be unable to operate because of 
Year 2000 problems at the facility.

     Based on its internal evaluations and the risks and contexts 
identified by the Commission in its rules and interpretations, the Trust 
believes that  Year 2000 issues relating to its assets and remediation 
program will not have a material effect on its facilities, financial position 
or operations, and that the costs of addressing the Year 2000 issues will not 
have a material effect on its future consolidated operating results, 
financial condition or cash flows.  However, this belief is based upon 
current information, and there can be no assurance that unanticipated 
problems will not occur or be discovered that would result in material 
adverse effects on the Trust.  

     The Trust is unable to predict reliably what, if anything, will happen 
after December 31, 1999 with regard to Year 2000 problems caused by the 
inability of other businesses and government agencies to complete Year 2000 
remediation.  The Trust knows of no specific problems identified by customers 
or suppliers that would have a material adverse effect on the Trust.  

     The reasonable worst case scenario anticipated by the Trust is that the 
Monterey, Berkshire and Columbia facilities will be able to operate on and 
after January 1, 2000 but that there may be some short-term inability of 
their customers to pay promptly.  In that event, the Trust's revenues could be
materially reduced for a temporary period and it might have to draw upon its 
credit line to fund operating expenses until the utility makes up any payment 
arrears.  In addition, the Monterey and Pump Services facilities rely on 
natural gas pipelines for fuel.  If the pipelines do not function properly 
because of year 2000 problems, these facilities would have to reduce or 
cease operations.  In 1998, the Monterey and Pump Services facilities 
contributed approximately 58% of the Trust's revenues.  

    

               RIDGEWOOD ELECTRIC POWER TRUST II

                         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


March 8, 1999        By /s/ Martin V. Quinn
Date                         Martin V. Quinn
                         Senior Vice President and
                         Chief Financial Officer
                        (signing on behalf of the
                         Registrant and as principal
                         financial officer)