FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                  For the quarterly period ended March 31, 2004

                         Commission file Number 0-21304

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

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

   1314 King Street, Wilmington, Delaware                         19801
   -------------------------------------------------------------------------
   (Address of principal executive offices)                    (Zip Code)

    (302) 888-7444
 Registrant's telephone number, including area code:

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. YES [X] NO [ ]

<PAGE>



PART I. - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements









                        Ridgewood Electric Power Trust II

                        Consolidated Financial Statements

                                 March 31, 2004



<PAGE>



Ridgewood Electric Power Trust II
Consolidated Balance Sheets (unaudited)
-----------------------------------------------------------------------------



                                                      March 31,     December 31,
                                                        2004            2003
                                                     -----------    ------------
Assets:
Cash and cash equivalents ........................   $ 1,022,166    $ 1,218,009
Trade receivables ................................       231,365        224,497
Current portion of unrealized gain
 on gas purchase contract ........................       194,685        217,583
Due from affiliates ..............................        41,085         16,628
Other current assets .............................        46,489         41,569
                                                     -----------    -----------
       Total current assets ......................     1,535,790      1,718,286

Note receivable from transfer of investment
 in Limited Partnership
 interests under contractual agreements ..........       674,462        807,795

Plant and equipment ..............................     3,441,432      3,441,432
Accumulated depreciation .........................    (1,926,894)    (1,870,552)
                                                     -----------    -----------
                                                       1,514,538      1,570,880
                                                     -----------    -----------

Electric power sales contract ....................     3,032,000      3,032,000
Accumulated amortization .........................    (1,121,840)    (1,091,520)
                                                     -----------    -----------
                                                       1,910,160      1,940,480
                                                     -----------    -----------

Unrealized gain on gas purchase contract,
 net of current portion ..........................       525,819        270,319
                                                     -----------    -----------

        Total assets .............................   $ 6,160,769    $ 6,307,760
                                                     -----------    -----------

Liabilities and Shareholders' Equity:
Liabilities:
Accounts payable and accrued expenses ............   $    99,252    $   150,611
Due to affiliates ................................        98,268         83,857
                                                     -----------    -----------
         Total current liabilities ...............       197,520        234,468

Commitments and contingencies ....................          --             --

Shareholders' Equity:
Shareholders' equity (235.3775 investor
 shares issued and outstanding) ..................     6,104,860      6,213,803
Managing shareholder's accumulated deficit
 (1 management share issued and outstanding) .....      (141,611)      (140,511)
                                                     -----------    -----------
        Total shareholders' equity ...............     5,963,249      6,073,292
                                                     -----------    -----------

        Total liabilities and shareholders' equity   $ 6,160,769    $ 6,307,760
                                                     -----------    -----------




       See accompanying notes to the consolidated financial statements.

<PAGE>


Ridgewood Electric Power Trust II
Consolidated Statements of Operations(unaudited)
-------------------------------------------------------------------------------

                                         Three Months Ended
                                      -----------------------
                                       March 31,    March 31,
                                         2004         2003
                                      ---------    ---------
Power generation revenue ..........   $ 633,214    $ 668,814

Cost of sales, including
 depreciation and amortization
 of $86,662 and $87,947 in 2004
   and 2003 .......................     554,905      584,027
                                      ---------    ---------

Gross profit ......................      78,309       84,787
                                      ---------    ---------

General and administrative
 expenses .........................      40,126       39,358
Management fee paid to
 managing shareholder .............      22,776       27,102
                                      ---------    ---------
     Total other operating expenses      62,902       66,460
                                      ---------    ---------

Income from operations ............      15,407       18,327
                                      ---------    ---------

Other income (expense):
   Interest income ................       1,331        8,058
   Unrealized gain on gas purchase
      contract, net ...............     232,602         --
    Other expense .................      (2,750)      (2,622)
                                      ---------    ---------
     Other income (expense), net ..     231,183        5,436
                                      ---------    ---------

Net income ........................   $ 246,590    $  23,763
                                      ---------    ---------












          See accompanying notes to the consolidated financial statements.


<PAGE>



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

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

Shareholders' equity (deficit),
 December 31, 2003 ............   $ 6,213,803    $  (140,511)   $ 6,073,292

Cash distributions ............      (353,067)        (3,566)      (356,633)

Net income for the period
                                      244,124          2,466        246,590
                                  -----------    -----------    -----------

Shareholders' equity (deficit),
 March 31, 2004 ...............   $ 6,104,860    $  (141,611)   $ 5,963,249
                                  -----------    -----------    -----------




























         See accompanying notes to the consolidated financial statements


<PAGE>




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


                                                         Three Months Ended
                                                       March 31,     March 31,
                                                         2004           2003
                                                     -----------    -----------

Cash flows from operating activities:
     Net income ..................................   $   246,590    $    23,763
                                                     -----------    -----------

     Adjustments to reconcile net income to
      net cash flows from operating
      activities:
     Depreciation and amortization ...............        86,662         87,947
       Unrealized gain on gas purchase contract ..      (232,602)          --
     Changes in assets and liabilities:
       (Increase) in trade receivables ...........        (6,868)          (908)
       (Increase) decrease in other current assets        (4,920)        11,790
       (Decrease) in accounts payable and
         accrued expenses ........................       (51,357)      (195,443)
       (Decrease) in due to/from affiliates, net .       (10,048)        (1,294)
                                                     -----------    -----------
         Total adjustments .......................      (219,133)       (97,908)
                                                     -----------    -----------
         Net cash provided by (used in)
          operating activities ...................        27,457        (74,145)
                                                     -----------    -----------

Cash flows from investing activities:
     Proceeds from note receivable ...............          --          137,381
     Cash received from transfer of investments ..       133,333        133,333
                                                     -----------    -----------
         Net cash provided by investing activities       133,333        270,714
                                                     -----------    -----------


Cash flows from financing activities:
     Cash distributions to shareholders ..........      (356,633)      (356,633)
                                                     -----------    -----------
        Net cash used in financing activities ....      (356,633)      (356,633)
                                                     -----------    -----------

Net decrease in cash and cash equivalents ........      (195,843)      (160,064)
Cash and cash equivalents, beginning of year .....     1,218,009      1,348,825
                                                     -----------    -----------
Cash and cash equivalents, end of period .........   $ 1,022,166    $ 1,188,761
                                                     -----------    -----------









       See accompanying notes to the consolidated financial statements.


<PAGE>


Ridgewood Electric Power Trust II
Notes to the Consolidated Financial Statements (unaudited)
-----------------------------------------------------------------------------

1. General

In the opinion of management,  the accompanying unaudited consolidated financial
statements   contain  all   adjustments,   which  consist  of  normal  recurring
adjustments,  necessary for the fair presentation of the results for the interim
periods. Additional footnote disclosure concerning accounting policies and other
matters are  disclosed  in  Ridgewood  Electric  Power  Trust II's  consolidated
financial  statements  included  in the 2003 Annual  Report on Form 10-K,  which
should be read in  conjunction  with these  consolidated  financial  statements.
Certain prior year amounts have been reclassified to conform to the current year
presentation.

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

The consolidated financial statements include the accounts of the Trust and the
limited partnerships owning the Monterey and California Pumping Projects.

2.   New Accounting Standards and Disclosures

SFAS 143
In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS 143,
Accounting for Asset Retirement  Obligations,  on the accounting for obligations
associated  with the  retirement  of  long-lived  assets.  SFAS 143  requires  a
liability  to  be  recognized  in  the  consolidated  financial  statements  for
retirement  obligations  meeting specific  criteria.  Measurement of the initial
obligation is to approximate fair value,  with an equivalent  amount recorded as
an increase in the value of the capitalized asset. The asset will be depreciated
in  accordance  with  normal  depreciation  policy  and  the  liability  will be
increased  for the time value of money,  with a charge to the income  statement,
until  the  obligation  is  settled.  SFAS 143 is  effective  for  fiscal  years
beginning  after June 15, 2002. The Trust adopted SFAS 143 effective  January 1,
2003, with no material impact on the consolidated financial statements.

SFAS 145
In April 2002, the FASB issued SFAS No. 145,  Rescission of FASB  Statements No.
4, 44, and 64,  Amendment of FASB  Statement No. 13, and  Technical  Correction.
SFAS No. 145 eliminates extraordinary accounting treatment for reporting gain or
loss  on  debt   extinguishment,   and  amends  other   existing   authoritative
pronouncements  to make various  technical  corrections,  clarify  meanings,  or
describe their applicability  under changed  conditions.  The Trust adopted SFAS
145  effective  January 1, 2003,  with no  material  impact on the  consolidated
financial statements.

SFAS 146
In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with
Exit or Disposal  Activities.  SFAS No. 146 requires  recording costs associated
with exit or disposal  activities at their fair values when a liability has been
incurred. The Trust adopted SFAS 146 effective January 1, 2003, with no material
impact on the consolidated financial statements.

FIN 46
In December 2003, the FASB issued FASB  Interpretation No. 46, (Revised December
2003) "Consolidation of Variable Interest Entities" ("FIN 46") which changes the
criteria  by which one  company  includes  another  entity  in its  consolidated
financial  statements.  FIN  46  requires  a  variable  interest  entity  to  be
consolidated  by a company if that  company is subject to a majority of the risk
of loss from the variable interest entity's  activities or entitled to receive a
majority  of  the  entity's   residual   returns  or  both.  The   consolidation
requirements of FIN 46 apply  immediately to variable  interest entities created
after December 31, 2003, and apply in the first fiscal period ending after March
15, 2004, for variable  interest  entities created prior to January 1, 2004. The
Trust adopted the disclosure  provisions of FIN 46 effective  December 31, 2002,
with no material  impact to the  consolidated  financial  statements.  The Trust
implemented  the full  provisions  of FIN 46  effective  January 1, 2004 with no
material impact to the consolidated financial statements.


SFAS 149
In April 2003,  the FASB issued SFAS No. 149,  "Amendment  of  Statement  133 on
Derivative  Instruments  and  Hedging  Activities."  SFAS  No.  149  amends  and
clarifies  the  accounting  for  derivative   instruments,   including   certain
derivative  instruments embedded in other contracts,  and for hedging activities
under  SFAS  No.  133,  "Accounting  for  Derivative   Instruments  and  Hedging
Activities."  SFAS No. 149 is generally  effective for contracts entered into or
modified after June 30, 2003 and for hedging relationships designated after June
30, 2003.  The Trust adopted SFAS 149 effective  July 1, 2003,  resulting in the
Trust  recording  an  asset  at fair  value  and an  unrealized  gain on its gas
purchase and re-sale agreements.

SFAS 150
In May 2003,  the FASB  issued SFAS No. 150,  Accounting  for Certain  Financial
Instruments with  Characteristics  of both Liabilities and Equity.  SFAS No. 150
establishes   standards  for   classifying  and  measuring   certain   financial
instruments  with  characteristics  of both  liabilities  and equity.  The Trust
adopted  SFAS  150  effective  July 1,  2003,  with no  material  impact  on the
consolidated financial statements.

3. Related Party Transactions

From time to time, the Trust records  short-term  payables and receivables  from
other  affiliates in the ordinary  course of business.  The amounts  payable and
receivable with the other affiliates do not bear interest. At March 31, 2004 and
December 31, 2003, the Trust had outstanding payables and receivables,  with the
following affiliates:

                                      Due From              Due To
                               ---------------------- ---------------------
                               March 31, December 31, March 31, December 31,
                                  2004      2003      2004      2003
                                 -------  --------   -------  --------
Ridgewood Power Management LLC   $  --     $  --     $97,554   $83,148
Other affiliates .............    41,085    16,628       714       709
                                 -------   -------   -------   -------
         Total ...............   $41,085   $16,628   $98,268   $83,857
                                 =======   =======   =======   =======



4. Financial Information by Business Segment

The Trust's business  segments were determined based on similarities in economic
characteristics  and customer  base.  The Trust's  principal  business  segments
consist of wholesale and retail.

Common  services  shared by the business  segments are allocated on the basis of
identifiable  direct costs,  time records or in proportion to amount invested in
projects managed by Ridgewood Management.

The financial data for business segments are as follows:



                                              Wholesale
                             --------------------------------------------
                                For the Three Months Ended March 31,
                             --------------------------------------------
                                    2004                    2003
                             --------------------    --------------------

Revenue                                $577,172                $556,114
Depreciation and
  amortization                           61,125                  61,512
Operating income                        130,816                 121,959
Total assets                          4,202,713               3,714,573
Capital expenditures                      ---                     ---


                                                 Retail
                             ---------------------------------------------
                                 For the Three Months Ended March 31,
                             ---------------------------------------------
                                    2004                  2003
                             --------------------    ---------------

Revenue                                 $56,042           $112,700
Depreciation and
  amortization                           25,537             26,435
Operating loss                          (54,027)           (40,370)
Total assets                            205,448            342,719
Capital expenditures                        ---                ---


                                               Corporate
                             ---------------------------------------------
                                 For the Three Months Ended March 31,
                             ---------------------------------------------
                                    2004                  2003
                             --------------------    ---------------

Revenue                                $    ---              $    ---
Depreciation and
  amortization                              ---                   ---
Operating loss                          (61,382)              (63,262)
Total assets                          1,728,151             2,977,511
Capital expenditures                        ---                   ---


                                                 Total
                             ---------------------------------------------
                                 For the Three Months Ended March 31,
                             ---------------------------------------------
                                    2004                  2003
                             --------------------    ---------------

Revenue                                $633,214           $668,814
Depreciation and
  amortization                           86,662             87,947
Operating income                         15,407             18,327
Total assets                          6,160,769          7,034,803
Capital expenditures                        ---                ---




<PAGE>


Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

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

Introduction

The consolidated financial statements include the accounts of the Trust and the
limited partnerships owning the Monterey and California Pumping Projects.

Critical Accounting Policies and Estimates

For a complete discussion of critical accounting policies, refer to "Significant
Accounting Policies" in Item 7 of the Trust's 2003 Form 10-K. There have been no
substantive changes to those policies and estimates.

Results of Operations

Power generation  revenue decreased  $36,000,  or 5.7%, to $633,000 in the first
quarter of 2004 compared to $699,000 in the first quarter of 2003.  The decrease
is primarily  due to the decrease in customer base and the reduced rates charged
to the  California  Pumping  project's  customers  as a result of the  change in
current market conditions.

Cost of sales  decreased  $29,000  to  $555,000  in the  first  quarter  of 2004
compared to $584,000 in the first quarter of 2003. The decrease is primarily the
result of the decrease in the operations of the California Pumping projects.  In
addition,  the  Monterey  project  records and pays for its natural gas on a net
basis (contracted purchase quantities less contracted re-sale quantities).  As a
result,  cost of sales is net of the realized gains received from the re-sale of
contracted  quantities  of natural gas by the Monterey  project to its supplier.
Net fuel  expense for the first  quarter of 2004 was  consistent  with the prior
year.

Gross profit for the first quarter of 2004 was consistent with the prior year.

General and  administrative  expenses  of $40,000 for the first  quarter of 2004
were consistent with the first quarter of 2003.

The management fee for the first quarter of 2004 was $23,000 compared to $27,000
for the first  quarter of 2003.  The decrease is the result of the Trust's lower
net asset balance.

Interest income decreased by $7,000 to $1,000 for the first three months of 2004
due to lower average cash balances.

In accordance  with SFAS 149,  which became  effective  July 1, 2003,  the Trust
recorded an unrealized gain of $233,000 in the first quarter of 2004 principally
as a result of an increase in the fair value of its gas purchase contracts.

Liquidity and Capital Resources

Cash provided by operating  activities for the three months ended March 31, 2004
was $27,000 as compared to cash used of $74,000 for the three months ended March
31, 2003. The increase in cash flow from  operating  activities is primarily due
to the lower  balance of accrued  liabilities,  thus  reducing  the Trust's cash
requirements.

Cash provided by investing activities for the first quarter of 2004 decreased to
$133,000 from $271,000 for the first quarter of 2003. The decrease is due to the
$138,000 of proceeds received from notes  receivable,  which was paid in full in
the second quarter of 2003.

Cash used in  financing  activities  was  $357,000 for the first three months of
2004 and 2003. The $357,000 represents the distributions made to shareholders in
each year.

On June 26, 2003, Ridgewood Renewable Power LLC, the Managing Shareholder of the
Trust,  entered into a $5,000,0000  Revolving Credit and Security Agreement with
Wachovia  Bank,  National   Association.   The  agreement  allows  the  Managing
Shareholder  to obtain loans and letters of credit for the benefit of the trusts
and funds that it manages.  The  agreement  expires on June 30, 2004. As part of
the  agreement,  the  Trust  agreed  to  limitations  on its  ability  to  incur
indebtedness and liens and make  guarantees.  On February 20, 2004, the Managing
Shareholder  and Wachovia  Bank amended the agreement  increasing  the amount to
$6,000,000 and extending the date of expiration to June 30, 2005.

The Trust has historically  financed its operations from cash generated from its
subsidiaries'  operations.  Obligations  of the Trust are  generally  limited to
payment of the management fee to the Managing Shareholder and payment of certain
accounting and legal services to third parties.  The Trust expects that its cash
flows  from  operations  and  cash  on  hand  will be  sufficient  to  fund  its
obligations and any distributions declared for the next twelve months.

Item 4. Controls and Procedures
Based on their  evaluation,  as of a date  within 90 days of the filing  date of
this Form 10-Q, the Trust's Chief Executive  Officer and Chief Financial Officer
have concluded that the Trust's  disclosure  controls and procedures (as defined
in Rules 13a-14(c) and 15d-14(c)  under the Securities  Exchange Act of 1934, as
amended)  are  effective.  There have been no  significant  changes in  internal
controls or in other  factors that could  significantly  affect  these  controls
subsequent to the date of their  evaluation,  including any  corrective  actions
with regard to significant deficiencies and material weaknesses.

Management has  identified  deficiencies  in the Trust's  ability to process and
summarize  financial  information  of  certain  individual  projects  and equity
investees  on a timely  basis.  Management  is  establishing  a project  plan to
address this deficiency.

Forward-looking statement advisory

This Quarterly  Report on Form 10-Q, as with some other  statements  made by the
Trust from time to time, contains forward-looking  statements.  These statements
discuss business trends and other matters relating to the Trust's future results
and the  business  climate and are found,  among other  places,  in the notes to
financial  statements  and at  Part  I,  Item  2,  Management's  Discussion  and
Analysis.  In  order  to  make  these  statements,  the  Trust  has  had to make
assumptions  as to the future.  It has also had to make  estimates in some cases
about events that have already  happened,  and to rely on data that may be found
to be inaccurate at a later time. Because these  forward-looking  statements are
based on assumptions,  estimates and changeable data, and because any attempt to
predict the future is subject to other errors,  what happens to the Trust in the
future may be materially different from the Trust's statements here.

The Trust  therefore warns readers of this document that they should not rely on
these  forward-looking  statements  without  considering  all of the things that
could make them  inaccurate.  The Trust's other filings with the  Securities and
Exchange  Commission and its Confidential  Memorandum discuss many (but not all)
of  the  risks  and  uncertainties  that  might  affect  these   forward-looking
statements.

Some of these are changes in political and economic conditions, federal or state
regulatory  structures,  government  taxation,  spending and budgetary policies,
government  mandates,  demand for electricity and thermal energy, the ability of
customers  to pay for  energy  received,  supplies  of fuel and prices of fuels,
operational status of plant,  mechanical  breakdowns,  availability of labor and
the  willingness  of  electric  utilities  to perform  existing  power  purchase
agreements in good faith.  Some of the  cautionary  factors that readers  should
consider are described in the Trust's most recent Annual Report on Form 10-K.

By making these statements now, the Trust is not making any commitment to revise
these forward-looking statements to reflect events that happen after the date of
this document or to reflect unanticipated future events.


<PAGE>


PART II - OTHER INFORMATION         None


<PAGE>


                                                      SIGNATURES

Pursuant  to the  requirement  of the  Securities  Exchange  Act  of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                RIDGEWOOD ELECTRIC POWER TRUST II
                                Registrant

October 14, 2004                By /s/ Christopher I. Naunton
Date                                Christopher I. Naunton
                                    Vice President and
                                    Chief Financial Officer
                                    (signing on behalf of the
                                    Registrant and as
                                    principal financial
                                    officer)




<PAGE>




                   CERTIFICATION PURSUANT TO RULE 13A-14 UNDER
                 THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED



I, Robert E. Swanson,  Chief Executive Officer of Ridgewood Electric Power Trust
II ("registrant"), certify that:

1. I have reviewed this quarterly report on Form 10-Q of the registrant;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:
          (a) Designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the
          Registrant, including its consolidated subsidiaries, is made known to
          us by others within those entities, particularly during the period in
          which this quarterly report is being prepared;

          (b) Evaluated the effectiveness of the Registrant's disclosure
          controls and procedures and presented in the quarterly report our
          conclusions about the effectiveness of the disclosure controls and
          procedures, as of the end of the period covered by this quarterly
          report based on such evaluation; and

          (c) Disclosed in this quarterly report any change in the Registrant's
          internal control over financial reporting that occurred during the
          Registrant's most recent fiscal quarter that has materially affected,
          or is reasonably likely to materially affect, the Registrant's
          internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and senior management:

      (a) All significant deficiencies and material weaknesses in the design or
      operation of internal control over financial reporting which are
      reasonably likely to adversely affect the Registrant's ability to record,
      process, summarize and report financial information; and

      (b) Any fraud, whether or not material, that involves management or other
      employees who have a significant role in the Registrant's internal control
      over financial reporting.



Date: October 14, 2004

/s/   Robert E. Swanson
-----------------------
Robert E. Swanson
Chief Executive Officer


<PAGE>




                   CERTIFICATION PURSUANT TO RULE 13A-14 UNDER
                 THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


I, Christopher I. Naunton,  Chief Financial Officer of Ridgewood  Electric Power
Trust II ("registrant"), certify
that:

1. I have reviewed this quarterly report on Form 10-Q of the registrant;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:
          (a) Designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the
          Registrant, including its consolidated subsidiaries, is made known to
          us by others within those entities, particularly during the period in
          which this quarterly report is being prepared;

          (b) Evaluated the effectiveness of the Registrant's disclosure
          controls and procedures and presented in the quarterly report our
          conclusions about the effectiveness of the disclosure controls and
          procedures, as of the end of the period covered by this quarterly
          report based on such evaluation; and

          (c) Disclosed in this quarterly report any change in the Registrant's
          internal control over financial reporting that occurred during the
          Registrant's most recent fiscal quarter that has materially affected,
          or is reasonably likely to materially affect, the Registrant's
          internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and senior management:

      (a) All significant deficiencies and material weaknesses in the design or
      operation of internal control over financial reporting which are
      reasonably likely to adversely affect the Registrant's ability to record,
      process, summarize and report financial information; and

      (b) Any fraud, whether or not material, that involves management or other
      employees who have a significant role in the Registrant's internal control
      over financial reporting.


Date: October 14, 2004

/s/   Christopher I. Naunton
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Christopher I. Naunton
Chief Financial Officer