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 September 30, 2001

                         Commission file Number 0-21304

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

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

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

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

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



                         PART I. - FINANCIAL INFORMATION

Item 1. Financial Statements









                        Ridgewood Electric Power Trust II

                              Financial Statements

                               September 30, 2001



<PAGE>



Ridgewood Electric Power Trust II
Balance Sheet (unaudited)
-------------------------------------------------------------------------------


                                               September 30,        December 31,
                                                    2001               2000
                                               -------------      --------------

Assets:

Investments in power generation projects ......   $ 10,660,818    $ 10,751,582
Cash and cash equivalents, including
restricted cash of $202,570 and
     $0, respectively .........................        784,127          89,829
Notes receivable from sale of investment ......        927,929       1,283,327
Due from affiliates ...........................         15,226           6,174
Other assets ..................................         61,498           4,398
                                                  ------------    ------------

     Total assets .............................   $ 12,449,598    $ 12,135,310
                                                  ------------    ------------


Liabilities and Shareholders' Equity:

Accounts payable and accrued expenses .........   $     38,372    $     41,972
Due to affiliates .............................        518,837         270,765
                                                  ------------    ------------

     Total liabilities ........................        557,209         312,737
                                                  ------------    ------------

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

Shareholders' equity:
Shareholders' equity (235.3775 shares
 issued and outstanding) ......................     11,974,709      11,905,591
Managing shareholder's accumulated deficit ....        (82,320)        (83,018)
                                                  ------------    ------------

     Total shareholders' equity ...............     11,892,389      11,822,573
                                                  ------------    ------------

     Total liabilities and shareholders' equity   $ 12,449,598    $ 12,135,310
                                                  ------------    ------------

















                 See accompanying notes to financial statements.


<PAGE>



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

                               Nine Months Ended    Three Months Ended
                              --------------------   -------------------
                                  September 30,       September 30,
                                2001        2000       2001      2000
                              ---------   --------   --------   -------
Revenue:
Income from power generation
 projects ..................   $296,779   $433,281   $161,973   $113,996
Other income ...............       --       22,416       --        5,703
Interest income ............     86,827    104,751     30,010     31,514
                               --------   --------   --------   --------
      Total revenue ........    383,606    560,448    191,983    151,213
                               --------   --------   --------   --------

Expenses:
Accounting and legal fees ..    152,225     42,863    101,305     21,570
Management fee .............    133,003       --       44,334       --
Interest expense ...........       --        9,063       --         --
Miscellaneous ..............     28,562     31,716      8,466     16,305
                               --------   --------   --------   --------
      Total expenses .......    313,790     83,642    154,105     37,875
                               --------   --------   --------   --------

Net income .................   $ 69,816   $476,806   $ 37,878   $113,338
                               --------   --------   --------   --------












                 See accompanying notes to financial statements.


<PAGE>



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

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

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

Net income for the period        69,118           698         69,816
                            -----------   -----------    -----------

Shareholders' equity,
 September 30, 2001 .....   $11,974,709   $   (82,320)   $11,892,389
                            -----------   -----------    -----------























                 See accompanying notes to financial statements


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

                                                 Nine Months Ended
                                               ----------------------
                                            September 30,   September 30,
                                                 2001         2000
                                               ---------    ----------
Cash flows from operating activities:
Net income .................................   $  69,816    $ 476,806
                                               ---------    ---------
Adjustments to reconcile net income to
 net cash flows from operating
 activities:
Return of  (additional) investment
 in power generation projects, net                90,764     (301,491)
Proceeds from note receivable ..............     355,398      331,036
Changes in assets and liabilities:
Increase in due from affiliates ............      (9,052)        --
(Increase) decrease in other assets ........     (57,100)         488
Decrease in accounts payable
 and accrued expenses ......................      (3,600)      (5,188)
Increase (decrease) in due to affiliates ...     (46,369)     248,072
                                               ---------    ---------
  Total adjustments ........................     (21,524)     624,482
                                               ---------    ---------

  Net cash provided by operating activities      455,282      694,298
                                               ---------    ---------

Cash flows from financing activities:
Cash distributions to shareholders .........       --        (476,309)
Repayment of line of credit facility .......       --        (400,000)
                                               ---------    ---------

  Net cash used in financing activities ....       --        (876,309)
                                               ---------    ---------

Net increase (decrease)  in cash
 and cash equivalents ......................    (421,027)     694,298

Cash and cash equivalents, beginning of year     537,541       89,829
                                               ---------    ---------
Cash and cash equivalents, end
 of period (including restricted cash of
    $202,750 and $0, respectively) .........   $ 784,127    $ 116,514
                                               ---------    ---------




                 See accompanying notes to financial statements.

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

1. General

In the opinion of management, the accompanying unaudited financial statements
contain all adjustments, which consist of normal recurring adjustments,
necessary for the fair representation of the results for the interim periods.
The December 31, 2000 financial information has been derived from the audited
financial statements for the year ended December 31, 2000. These financial
statements should be read in conjunction with the audited financial statements
for the year ended December 31, 2000 which were included as part of Ridgewood
Electric Power Trust II's Annual Report on Form 10-K.

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.


2. Legal Matters

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

On April 6, 2001, PG&E sought protection from creditors under Chapter 11 of the
Bankruptcy Code. As a result, the state litigation instituted by the Monterey
Project was automatically stayed pursuant to the Bankruptcy Code. Moreover, the
Bankruptcy Code provides PG&E with the ability to reject or assume executory
contracts, such as the power contract. On July 13, 2001, Sunnyside Cogeneration
Partners, L.P. entered into an agreement ("Agreement") with PG&E, which
agreement was one of three different amendments to power purchase agreements
that PG&E and Qualified Facilities ("QF") could voluntarily accept and which
were pre-approved by the California Public Utilities Commission. The Agreement
was approved by the Bankruptcy Court on July 13, 2001 and has an effective date
of August 1, 2001. Essentially, the Agreement, and related amendment to the
power purchase agreement ("PPA"), amends the energy pricing provision thereof to
substitute, for a term of five years, a fixed energy price for the short-run
avoided cost ("SRAC") energy rate calculation. No other provision of the PPA is
amended by virtue of the Agreement and upon expiration of the five-year term,
the SRAC methodology is reinstated. In addition, pursuant to the Agreement, PG&E
has assumed the Sunnyside PPA in the bankruptcy proceedings, although Sunnyside
agreed to wait for PG&E's payment of the outstanding balance owed effectively
until the effective date of PG&E's plan of reorganization. The Monterey plant
has been operating and delivering electric energy to PG&E as of August 1, 2001.

3. Subsequent Event

On November 5, 2001, the Managing Shareholder, on behalf of the Trust,
distributed a Proxy Statement to all of the Trust's shareholders. The main
purpose of the Proxy is to seek shareholder approval to terminate the Trust's
current status as a business development company under the Investment Company
Act of 1940 and to amend certain provisions of the Declaration of Trust as it
relates to the Act. The Trust believes, as a result of its current business
operations, that it does not meet the definition of an investment company under
the 1940 Act and in the best interest of its shareholders seeks amendment.

<PAGE>

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

Introduction

The Trust carries its investment in Projects at fair value and does not
consolidate its financial statements with the financial statements of the
Projects. Revenue is recorded by the Trust when distributions are declared by
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 by the Projects to fund capital expenditures.

Results of Operations

As summarized below, total revenue decreased 31% to $384,000 in the first nine
months of 2001 compared to $560,000 in the same period in 2000, primarily due to
the lower distribution from the Monterey project. Revenue increased 27% to
$192,000 in the third quarter of 2001 compared to $151,000 in the same period in
2000. The increase is due to the higher distributions from the Columbia and Pump
Services projects, offset by the decrease in distribution from the Monterey
project.

Project              Nine months ended   Three months ended
-------               September 30,        September 30,
                  -------------------   -------------------
                    2001      2000        2001       2000
                  -------------------     ----------------
Monterey ......   $   --     $224,000   $   --     $114,000
Columbia ......    200,000    200,000    100,000       --
Pump Services .     97,000      9,000     62,000       --
Other income ..       --       22,000       --        5,000
Interest income     87,000    105,000     30,000     32,000
                  --------   --------   --------   --------
                  $384,000   $560,000   $192,000   $151,000
                  --------   --------   --------   --------

The Monterey project did not operate for the majority of the first nine months
of 2001 due to the bankruptcy filing of Pacific Gas & Electric Company ("PG&E")
and related legal proceedings. Thus no distributions were made to the Trust in
2001.

The increase in revenues in the third quarter of 2001 from the Columbia project
reflects the timing of distributions from the project to the Trust.

The increase in distributions from the Pump Services investment reflects an
increase in rates charged to its customers in 2001.

Other income reflects the reimbursement of the Trust's legal defense costs from
a lawsuit that was dismissed in a prior year.

Interest income declined primarily because interest represents a smaller portion
of the constant monthly payment from the note received from the sale of the San
Diego project in 1997.

Total expenses increased $116,000 to $154,000 in the third quarter of 2001
compared to $38,000 in the same period in 2000, primarily due to the resumption
of the management fee and professional fees. The increase in total expenses from
$84,000 in the first nine months of 2000 to $314,000 in the same period in 2001
also reflects the resumption of the management fee, which was waived during 2000
and professional fees. The increase in accounting and legal fees are
attributable to the professional fees incurred by the Trust as it seeks to
terminate its status as a Business Development Company under the Investment
Company Act of 1940. (See Note 3 under Notes to Financial Statements)

Liquidity and Capital Resources

In 1997, the Trust and Fleet Bank, N.A. (the "Bank") entered into a revolving
line of credit agreement, whereby the Bank provides a committed line of credit
facility of $750,000. The line of credit facility expires in July 2002.
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.
Borrowings under the credit facility of $400,000 at December 31, 1999 were
repaid in the quarter ended March 31, 2000.

In August 2001, the Trust issued through its Bank a standby letter of credit in
the amount of $504,000 to secure the gas purchases of the Monterey project. The
Trust used its credit facility and a restricted certificate of deposit in the
amount of $202,570 to collateralize the letter of credit.

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

The Trust anticipates that its cash flow from operations during 2001 will be
adequate to fund its obligations, notwithstanding PG&E's financial difficulties.
(see Legal Proceedings below)


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

Item 1. Legal Proceedings
See Note 2 under Notes to Financial Statements

<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

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