UNITED STATES

              SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549

                           FORM 10-Q




Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the quarterly period ended                 September 30, 1997

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 I - FINANCIAL STATEMENTS

                RIDGEWOOD ELECTRIC POWER TRUST II
                       BALANCE SHEETS
                         (Unaudited)
                              
[CAPTION]
                             September 30,   December 31,
                                 1997         1996
[S]                          [C]            [C]

 Assets

Investments in project
  development and power
  generation projects       $12,609,151     $16,116,582
Cash and cash equivalents       202,170               0
Electric power equipment         54,125         331,018
Short-term portion of
  notes receivable              372,582               0
Long-term portion of
  notes receivable            2,238,810               0
Due from affiliates             103,771               0
Other assets                      3,424          18,641
Total assets                $15,584,033    $ 16,466,241

Liabilities and Share-
  holders' Equity

Accounts payable and
  accrued expenses          $   134,456    $    112,482
Due to affiliates                44,505               0
                                178,961         112,482

Shareholders' equity:

Shareholders' equity
  (235.3775 shares issued
  and outstanding)           15,452,264      16,391,464
Managing shareholder's
  accumulated deficit           (47,192)        (37,705)
Total shareholders'
   equity                    15,405,072      16,353,759

Total liabilities and
  shareholders' equity     $ 15,584,033    $ 16,466,241

[FN]
See Accompanying Notes to Financial Statements

<PAGE>
<TABLE>
                        RIDGEWOOD ELECTRIC POWER TRUST II
                             STATEMENTS OF OPERATIONS
                          FOR THE NINE MONTHS AND QUARTERS
                     ENDED SEPTEMBER 30, 1997 AND SEPTEMBER 30, 1996
                                   (Unaudited)
                           
<CAPTION>






                                Nine months     Quarter      Nine months      Quarter
                                  ended         ended         ended          ended 
                                September 30,  September 30,  September 30,  September 30,
                                  1997          1997           1996           1996
                                                                                  

<S>                          <C>            <C>            <C>           <C>       

Revenue:

Income from power
  generating projects          $1,330,418   $   346,918   $ 1,755,375       $ 538,114
Gain on sale of RSD
  Power Partners, L.P.          2,553,433       (40,883)            0               0
Interest and dividend 
  income                           77,744        71,044           432             231

Total revenues                  3,961,595       377,079     1,755,807         538,345

Expenses:

Project due diligence costs         5,046             0             0               0
Management fee                    281,710       111,347       200,728            (729)
Accounting and legal fees          35,722        18,342        24,000           7,500
Insurance                           3,101         1,431        22,645           3,502
Writedown of electric power
  equipment                       281,018             0             0               0
Miscellaneous                      14,768         3,893        11,844           4,281
                                  621,365       135,013       259,217          14,554

Net income (loss)             $ 3,340,230   $   242,066   $ 1,496,590       $ 523,791

Allocation to:

Shareholders                  $ 3,306,828   $   239,645   $ 1,481,624       $ 518,553
Managing shareholder               33,402         2,421        14,966           5,238
                              $ 3,340,230   $   242,066   $ 1,496,590       $ 523,791




<FN>
See Accompanying Notes to Financial Statements
</TABLE>

<PAGE>
                            RIDGEWOOD ELECTRIC POWER TRUST II 
                                 STATEMENTS OF CASH FLOWS
                                   FOR THE NINE MONTHS 
                          ENDED SEPTEMBER 30, 1997 AND SEPTEMBER 30, 1996
                                      (Unaudited)

[CAPTION]

                                Nine months            Nine months          
                              ended September 30,  ended September 30, 
                                  1997                  1996           
                                                                          
[S]                           [C]                   [C]

Cash flows from operating
  activities:
Net income (loss)               $3,340,230            $1,496,590  

Adjustments to
  reconcile net income
  (loss) to net cash provided
  by (used in) in
  operating activities:


Sale of investment in 
  RSD Power Partners, L.P.       3,507,275                     0     
Writedown of electric 
  power equipment                  276,893                     0         
Purchase of investments in 
  electric power projects                0               (60,431)          

Changes in assets &
  liabilities:
Decrease in
  other assets                      15,373                 8,996          
Increase in
  accounts payable and
  accrued expenses                  21,974                45,762
(Increase) in due 
  from affiliates                 (103,771)                    0
Increase in due to affiliates       44,505                     0
(Increase) in notes receivable  (2,611,392)                    0     

Total adjustments                1,150,857                (5,673)    

Net cash provided by (used in)
  operating activities           4,491,087             1,490,917    

Cash flows provided by 
  (used in) financing
  activities:
Cash distributions to
  shareholders                  (4,288,917)           (1,591,092)  

Net cash provided by (used
 in) financing activities       (4,288,917)           (1,591,092)      

Net increase (decrease) in
 cash and cash equivalents         202,170              (100,175)    
Cash and cash equivalents
  beginning of period                    0               101,975          
Cash and cash equivalents
  end of period                 $  202,170             $   1,800

[FN]
See Accompanying Notes to Financial Statements

<PAGE>

Ridgewood Electric Power Trust II
Notes to Financial Statements  

1.     Organization and Purpose

     Nature of business
Ridgewood Electric Power Trust II (the "Trust") was formed as a Delaware 
business trust on November 20, 1992, by Ridgewood Energy Holding Corporation 
acting as the Corporate Trustee.  The managing shareholder of the Trust is 
Ridgewood Power Corporation.  The Trust began offering shares on January 4, 
1993.  The Trust commenced operations on April 29, 1993 and discontinued its 
offering of Trust shares on January 31, 1994.

The Trust was organized to invest in independent power generation facilities 
and 
in the development of these facilities.  These independent power generation 
facilities include cogeneration facilities which produce electricity, thermal 
energy and other power plants that use various fuel sources (except nuclear).  
The power plants sell electricity and thermal energy to utilities and 
industrial 
users under long-term contracts.

     "Business Development Company" election
Effective April 29, 1993, the Trust elected to be treated as a "Business 
Development Company" under the Investment Company Act of 1940 and registered 
its 
shares under the Securities Exchange Act of 1934.

2.       Summary of Significant Accounting Policies

     Interim financial statements
The financial statements for the three and nine months ended September 30, 
1997 
and 1996, included herein have been prepared by the Trust without audit 
pursuant 
to the rules and regulations of the Securities and Exchange Commission.  
Accordingly, these statements reflect all adjustments (consisting only of 
normal 
recurring entries) which are, in the opinion of management, necessary for a 
fair 
statement of the financial results for the interim periods.  Certain 
information 
and notes normally included in financial statements prepared in accordance 
with 
generally accepted accounting principles have been condensed or omitted 
pursuant 
to such rules and regulations, although the Trust believes that the 
disclosures 
are adequate to make the information presented not misleading.  These 
financial 
statements should be read in conjunction with the financial statements and the 
notes thereto included in the Trust's Annual Report on Form 10-K for the year 
ended December 31, 1996 (Form 10-K).

     Use of estimates
The preparation of financial statements in conformity with generally accepted 
accounting principles requires management to make estimates and assumptions 
that 
affect the reported amounts of assets and liabilities, and disclosure of 
contingent assets and liabilities at the date of the financial statements and 
the reported amounts of revenues and expenses during the reporting period.  
Actual results could differ from the estimates.

     Investments in project development and power generation limited projects 
The Trust holds investments in power generation projects, which are stated at 
fair value.  Due to the non-liquid nature of the investments, the fair values 
of 
the investments are assumed to equal cost unless current available information 
provides a basis for adjusting the carrying value of the investments.

     Revenue recognition
Income from investments is recorded when received.  Interest and dividend 
income 
are recorded as earned.

<PAGE>

Ridgewood Electric Power Trust II
Notes to Financial Statements        

     Offering costs 
Costs associated with offering Trust shares (selling commissions, distribution 
and offering costs) are recorded as a reduction of the shareholders' capital 
contributions.

     Cash and cash equivalents
The Trust considers all highly liquid investments with  maturities when 
purchased of three months or less as cash and cash equivalents.

     Due diligence costs relating to potential power project investments
Costs relating to the due diligence performed on potential power project 
investments are initially deferred, until such time the Trust determines 
whether 
or not it will make an investment in the respective project.  Costs relating 
to 
completed projects are capitalized and costs relating to rejected projects are 
expensed at the time of rejection.

     Income taxes
No provision is made for income taxes in the accompanying financial statements 
as the income or losses of the Trust are passed through and included in the 
tax 
returns of the individual shareholders of the Trusts.     

     Reclassification     
Certain items in previously issued financial statements have been reclassified 
for comparative purposes.

3.     Electric Power Equipment

     The Trust purchased various used electric power generation equipment to 
be 
used in potential power generation projects.  In January 1995, power 
generating 
equipment with a fair value of $1,300,000 was transferred to the Sunnyside 
(Monterey) project as part of its purchase price.  In October 1995, the Trust 
sold to a related party power generating equipment with a cost of $438,855 for 
$455,182.  The remaining equipment is held in storage and depreciation is not 
recorded.  As of December 31, 1996, the cost of the remaining equipment was 
$331,018.  In 1997, the Trust wrote-down the remaining equipment to its 
estimated net realizable value of $54,125.

4.     Investments in Project Development and Power Generation Limited 
Projects

The following investments in power generation and waste transfer projects are 
stated at fair value:

                                            September 30,      December 31,
                                                1997              1996      
Power generation and waste
  transfer projects:            
Pittsfield Investors Limited Partnership   $  2,347,321       $ 2,347,330
RSD Power Partners, L.P.                            ---         3,507,275
B-3 Limited Partnership                       4,001,696         4,001,843
Sunnyside Cogeneration Partners, L.P.         5,308,467         5,308,467
California Pumping Project                      951,667           951,667
                                           $ 12,609,151    $   16,116,582

                    
<PAGE>

Ridgewood Electric Power Trust II
Notes to Financial Statements                         

     Investments in power generation limited partnerships

     Pittsfield Investors Limited Partnership (known as the Berkshire project)
On January 4, 1994, the Trust made a limited partnership investment in this 
partnership, which was formed to acquire an operating facility, located in 
Pittsfield, Massachusetts.  The facility, which has been operating since 1981, 
burns municipal solid waste supplied by the City of Pittsfield and surrounding 
communities.  The facility has a long-term supply agreement with the City of 
Pittsfield, which expires in November 2004, under which the City makes 
payments 
to the facility for receiving the waste.  The facility generates additional 
revenue by selling steam produced from the waste burning process to a nearby 
paper mill under a long-term contract, which expires in November 2004.

In exchange for its investment, the Trust is entitled to receive annually a 
preferred distribution from available cash from the facility equal to 15% of 
its 
investment.  In the event that in any given year available net cash flow from 
the project does not cover the amount of the preferred minimum return, the 
amount of such shortfall is payable on a priority basis out of any available 
net 
cash flow in subsequent years.  The Trust may be entitled to receive 
additional 
distributions from any additional net cash flow.  The aggregate cost of the 
Trust's investment in the partnership was $2,347,321.  The Trust received 
distributions of $271,631, $351,451, and $446,888 from the project for the 
periods ended September 30, 1997, December 31, 1996 and December 31, 1995, 
respectively.

     RSD Power Partners, L.P. (known as the San Diego project)
On March 21, 1994, the Trust made a limited partnership investment in the 
partnership, which was formed to acquire an operating facility, located in San 
Diego, California.  The facility, which has been operating since 1972, sells 
chilled water used in the central air conditioning of 13 commercial, retail 
and 
government office buildings connected by a closed underground pipeline loop 
owned and used exclusively by the San Diego project.

In exchange for its investment, the Trust was entitled to receive annually the 
greater of either 80% of net profits from the project or a preferred minimum 
return of 25% on its total investment.  The aggregate cost of the Trust's 
investment in the partnership was $3,507,275.  The Trust received 
distributions 
of $50,000 and $618,080 from the project for the periods ended September 30, 
1997 and December 31, 1996, respectively.

On June 25, 1997, the Trust sold its entire partnership interest in RSD Power 
Partners, L.P. to subsidiaries of NRG Energy, Inc. of Minneapolis, Minnesota 
for 
$6,150,000.  The Trust received $3,450,000 in cash and $2,700,000 in the form 
of 
an 8% promissory note payable monthly over six years.  The sale resulted in a 
gain of $2,553,433.

     B-3 Limited Partnership (known as the Columbia project)
On August 31, 1994, the Trust made a limited partnership investment in this 
partnership, which was formed to construct and operate a municipal waste 
transfer station, located in Columbia County, New York.  The project commenced 
operations in January 1995.

In exchange for its investment, the Trust is entitled to receive annually a 
preferred distribution of available net cash flow from the facility equal to 
18% 
of its investment.  In the event in any given year available net cash flow 
from 
the project does not cover the amount of the preferred minimum return, the 
amount of such shortfall is payable on a priority basis out of any available 
net 
cash flow in subsequent years.  The Trust may be entitled to receive 
additional 
distributions from any additional net cash flow.  The aggregate cost of the 
Trust's 

<PAGE>

Ridgewood Electric Power Trust II
Notes to Financial Statements      

investment in the partnership was $4,001,696.   The Trust received 
distributions 
of  $265,000, $515,000 and $510,000 from the project for the periods ended 
September 30, 1997, December 31, 1996 and December 31, 1995, respectively.

     Sunnyside Cogeneration Partners, L.P. (known as the Monterey project)
On January 9, 1995, the Trust acquired 100% of the existing partnership 
interests of Sunnyside Cogeneration Partners, L.P., which owns and operates a 
5.5 megawatt electric cogeneration facility, located in Monterey County, 
California.  The initial cost of the investment was $5,308,467, which 
consisted 
of $3,782,000 of cash, $226,467 of due diligence and other costs, and electric 
power equipment valued at $1,300,000.  The original cost of the equipment 
contributed by the Trust was $1,599,940.  In 1994, the Trust wrote down the 
value of the equipment by $299,940.  The Trust received distributions of 
$548,612, $757,498 and $606,536 from the project for the periods ended 
September 
30, 1997, December 31, 1996 and December 31, 1995, respectively.
     
     California Pumping Project
On March 31, 1995, the Trust acquired a package of natural gas fueled diesel 
engines which drive deep irrigation well pumps in Ventura County, California.  
The engines' shaft horsepower-hours are sold to the operator at a discount 
from 
the equivalent kilowatt hours of electricity.  The Trust receives a 
distribution 
of $0.02 per equivalent kilowatt up to 3,000 running hours per year and $0.01 
per equivalent kilowatt for each additional running hour per year.  Total 
investment at December 31, 1996 and 1995, was $951,667 for an equivalent of 
299.8 kilowatts of power.  The operator pays for fuel, maintenance, repair and 
replacement.  The Trust received distributions of $121,880, $129,179 and 
$105,742 from the project for the periods ended September 30, 1997, December 
31, 
1996 and December 31, 1995 respectively.

     Investments in project development limited partnerships
The Trust made investments in several limited partnerships with other major 
participants in the power industry to provide access to investments in larger 
projects in which these participants would take the leading role in the 
acquisition or development of such projects.  In 1994, the Trust wrote off its 
investment in these limited partnerhsips of $1,065,798.

In 1997 the ABB Funding Partners, L.P. refunded the Trust $73,294 of its 
original capital investment of $101,850.  The refund has been recorded as 
income 
for the period ended September 30, 1997.

     RE Power Partners, L.P. (known as the Blue Ridge project)
In 1993, the Trust entered into a limited partnership agreement to provide 
construction funding of a 3 megawatt natural gas-fueled cogeneration project.  
During 1994, after further review of the project the Trust decided not to 
proceed with the construction funding.  Total costs, excluding equipment 
written 
down separately and transferred to the Sunnyside Cogeneration Partners, L.P., 
incurred by the Trust and subsequently written off in 1994 totaled $331,552.

5.       Transactions With Managing Shareholder And Affiliates
The Trust also pays to the managing shareholder a distribution and offering 
fee 
in an amount up to 5% of each capital contribution made to the Trust.  This 
fee 
is intended to cover legal, accounting, consulting, filing, printing, 
distribution, selling and closing costs for the offering of the Trust.  These 
fees were recorded as a reduction in shareholders' capital contributions.

<PAGE>

Ridgewood Electric Power Trust II
Notes to Financial Statements  

The Trust pays to the managing shareholder an investment fee of 2% of each 
capital contribution made to the Trust.  The fee is payable to the managing 
shareholder for its services in investigating and evaluating investment 
opportunities and effecting transactions for investing the capital of the 
Trust.

The Trust entered into a management agreement with the managing shareholder, 
under which the managing shareholder renders certain management, 
administrative 
and advisory services and provides office space and other facilities to the 
Trust.  As compensation to the managing shareholder, the Trust pays the 
managing 
shareholder an annual management fee equal to 2.5% of the net asset value of 
the 
Trust payable monthly upon the closing of the Trust.  For the periods ended 
September 30, 1997, December 31, 1996 and December 31, 1995, the Trust paid 
management fees to the managing shareholder of $281,710, $328,952, and 
$494,023, 
respectively.

Under the Declaration of Trust, the managing shareholder is entitled to 
receive 
each year 1% of all distributions made by the Trust (other than those derived 
from the disposition of Trust property) until the shareholders have been 
distributed in respect of the year an amount equal to 15% of their equity 
contribution.  Thereafter, the managing shareholder is entitled to receive 20% 
of the distributions for the remainder of the year.  The managing shareholder 
is 
entitled to receive 1% of the proceeds from dispositions of Trust properties 
until the shareholders have received cumulative distributions equal to their 
original investment ("Payout").  In all cases, after Payout the managing 
shareholder is entitled to receive 20% of all remaining distributions of the 
Trust. 

Where permitted, in the event the managing shareholder or an affiliate 
performs 
brokering services in respect of an investment acquisition or disposition 
opportunity for the Trust, the managing shareholder or such affiliate may 
charge 
the Trust a brokerage fee.  Such fee may not exceed 2% of the gross proceeds 
of 
any such acquisition or disposition.  No such fees were paid through December 
31, 1996.

The managing shareholder purchased 1.45 shares of the Trust for $121,800.  
Through the closing of the Trust's offering on January 3, 1994, commissions 
and 
placement fees of $248,807 were earned by Ridgewood Securities Corporation, an 
affiliate of the managing shareholder.

In 1996, under an Operating Agreement with the Trust, Ridgewood Power 
Management 
Corporation ("Ridgewood Management"), an entity related to the managing 
shareholder through common ownership, provides management, purchasing, 
engineering, planning and administrative services to the power generation 
project operated by the Trust.  Ridgewood Management charges the project at 
its 
cost for these services and for the allocable amount of certain overhead 
items.  
Allocations of costs are on the basis of identifiable direct costs, time 
records 
or in proportion to amount invested in projects managed by Ridgewood 
Management.

6.     Litigation
On February 28, 1997 Michael Cutbirth, an individual, sued the Managing 
Shareholder in the Superior Court of California, Kern County, claiming 
unspecified damages (which may include a claim for an equity interest) for 
breach of an alleged confidentiality agreement relating to the acquisition of 
the Monterey Project.  The Managing Shareholder has successfully removed the 
lawsuit to the United States District Court for the Eastern District of 
California.  Discovery has begun.  The Managing Shareholder believes that it 
has 
ample defenses to Mr. Cutbirth's claims and it will defend the action 
vigorously.

          ITEM 2 - MANAGEMENT'S DISCUSSION AND  
           ANALYSIS OF FINANCIAL CONDITION AND  
                 RESULTS OF OPERATIONS  
  
This Quarterly Report on Form 10-Q, like 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.  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 forward-looking 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.  

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.

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

Nine months ended September 30, 1997 versus nine months ended September 30, 
1996

Results of operations

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.  
In addition, income and cash flow earned by the Projects located in California 
is 
seasonal, peaking in the third quarter of the year as summer heat increases 
demand for 
electricity and for water and electricity prices are at peak levels and 
falling in the 
fourth and first quarters, when prices for electricity are at lower off-peak 
levels and 
equipment maintenance is performed.

For the nine months ended September 30, 1997, the Trust's net income 
increased by $1,844,000 (123.2%) from the same period in 1996.  The increase 
reflects a gain of $2,594,000 on the sale of its entire partnership interest 
in RSD Power Partners, L.P., a $425,000 (24.2%) decrease in income received 
from other Projects in which the 
Trust has invested, an increase of $77,000 in interest income and an increase 
of 
$362,000 in Trust expenses.  Income from the Columbia Project was lower by 
$271,000, 
the San Diego Project (prior to divestiture) by $413,000 and the Monterey 
Project by 
$49,000.  The Columbia Project's results reflected a continuing intense 
competition in the 
local waste disposal market and the San Diego Project continued to be affected 
by 
inability to economically replace a lost customer and cool weather.  Income 
from the 
Pump Services Project was higher by $51,000 and from the Berkshire Project by 
$184,000.  
In addition, the Trust received a $73,000 distribution from a project 
development 
limited partnership for which the Trust had previously written off its 
investment.  
Interest income increased because cash was consolidated at the Trust level in 
early 
1997 and invested in higher yielding investment accounts.

For the nine months ended September 30, 1997, the Trust's expenses increased 
by 
$362,000 from the same period in 1996.  The increase resulted from a $281,000 
write-
down of electric power generation equipment to its net realizable value of 
$54,000, and 
an increase in the management fee payable to the Managing Shareholder of 
$81,000.  
There were no material changes in the other expense categories.

Liquidity and Capital Resources

During the nine months ended September 30, 1997, the Trust's average balance 
of 
cash and cash equivalents increased, reflecting $3,450,000 of cash received 
from 
the sale of its entire partnership interest in RSD Power Partners, L.P., 
$1,330,000 of income from other power generating projects and interest income, 
net of $340,000 of Trust cash operating expenses and $1,347,000 of regular 
cash 
distributions to shareholders.  An additional special distribution of 
$2,942,000 
was made to shareholders in July 1997 from the proceeds of the sale of the San 
Diego Project.

During the third quarter of 1997, the Trust and its principal bank executed a 
commitment letter for a revolving line of credit, whereby the bank will 
provide 
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 will require 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 is being 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 expects to execute the definitive credit agreement during the fourth 
quarter of 1997.

Other than investments of available cash in power generation Projects, 
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 material amount of working capital.  The amount 
of working capital retained will be further reduced by obtaining a line of 
credit.

Certain Industry Trends

The industry trend toward deregulation of the electric power generating and 
transmission industries has accelerated after the adoption of Order 888 by the 
Federal Energy Regulatory Commission ("FERC") on April 24, 1996.  A number of 
major states, including California, have adopted proposals to allow "retail 
wheeling," which would allow any qualified generator to use utility 
transmission 
and distribution networks to sell electricity directly to utility customers.  
Other states, such as Massachusetts, New Hampshire and New York, are preparing 
their own initiatives.  As a result, profound changes in the industry are 
occurring, marked by consolidations of utilities, large scale spin-offs or 
sales 
of generating capacity, reorganizations of power pools and transmission 
entities, and attempts by electric utilities to recover stranded costs and 
alter 
power purchase contracts with independent power producers such as the Trust.

It is too early to predict the effects of these trends and others on the 
Trust's 
business.  A critical issue for the Trust, however, is whether any action will 
be taken to modify its existing power purchase contracts or to shift costs to 
independent power producers.  To date, neither FERC nor the California 
authorities have adopted measures that would impair power purchase contracts 
and 
the Trust is not aware of any other such action by regulatory authorities in 
other states where it does business.  

Legislative and regulatory action is unpredictable and that at any time 
federal 
or state legislatures or regulators could adopt measures that would be 
materially adverse to the Trust's business.  Further, volatile market 
conditions 
could adversely affect the Trust's operations and the actions of other 
industry 
participants, such as electric utilities, which in turn could affect the 
Trust. 

<PAGE>

                 PART II - OTHER INFORMATION
                              
Item #1 Legal Proceedings

On February 28, 1997 Michael Cutbirth, an individual, sued the Managing
Shareholder in the Superior Court of California, Kern County, claiming
unspecified damages (which may include a claim for an equity interest) 
for breach of an alleged confidentiality agreement relating to the 
acquisition of the Monterey Project.  The Managing Shareholder has 
successfully removed the lawsuit to the United States District Court for 
the Eastern District of California.  Discovery has begun.  The 
Managing Shareholder believes that it has ample defenses to Mr. 
Cutbirth's claims and that it will defend the action vigorously.

Item #6 Exhibits and Reports on Form 8-K
          a. Exhibits
                 Exhibit 27. Financial Data Schedule

           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


November 14, 1997        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)