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, 1999  


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.)  

   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

                                 March 31, 1999



<PAGE>
Ridgewood Electric Power Trust II
Balance Sheet
--------------------------------------------------------------------------------


                                                   March 31,     December 31,
                                                      1999            1998
                                                   -----------  -------------
                                                   (unaudited)
Assets:

Investments in power generation projects ......   $ 10,649,584    $ 10,594,402
Notes receivable from sale of investment ......      2,041,002       2,140,866
Due from affiliates ...........................          8,819           8,819
Other assets ..................................          2,830           3,588
                                                  ------------    ------------

     Total assets .............................   $ 12,702,235    $ 12,747,675
                                                  ------------    ------------

Liabilities and Shareholders' Equity:

Accounts payable and accrued expenses .........   $    138,798    $    100,897
Borrowings under line of credit agreements ....        450,000         300,000
Due to affiliates .............................        176,322         214,373
                                                  ------------    ------------

     Total liabilities ........................        765,120         615,270
                                                  ------------    ------------

Shareholders' equity:
Shareholders' equity (235.3775 shares
  issued and outstanding) .....................     12,018,985      12,212,324
Managing shareholder's accumulated deficit ....        (81,870)        (79,919)
                                                  ------------    ------------

     Total shareholders' equity ...............     11,937,115      12,132,405
                                                  ------------    ------------

     Total liabilities and shareholders' equity   $ 12,702,235    $ 12,747,675
                                                  ------------    ------------



                 See accompanying note to financial statements.


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


                                                           Three Months Ended
                                                         ----------------------
                                                          March 31,    March 31,
                                                            1999         1998
                                                         ---------     --------

Revenue:
     Income from power generation projects .........      $137,247      $236,154
     Interest income ...............................        42,855        55,422
                                                          --------      --------
          Total revenue ............................       180,102       291,576
                                                          --------      --------

Expenses:
     Management fee ................................        55,607        95,721
     Accounting and legal fees .....................        14,203        25,656
     Interest expense                                        6,013           ---
     Miscellaneous .................................        14,262        12,680
                                                          --------      --------

          Total expenses ...........................        90,085       134,057
                                                          --------      --------

         Net income ................................      $ 90,017      $157,519
                                                          --------      --------




                 See accompanying note to financial statements.


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

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

Shareholders' equity, December 
  31, 1998 ......................  $ 12,212,324    $    (79,919)   $ 12,132,405

Cash distributions ..............      (282,454)         (2,853)       (285,307)

Net income for the period .......        89,115             902          90,017
                                   ------------    ------------    ------------
Shareholders' equity, March 
   31, 1999 ....................   $ 12,018,985    $    (81,870)   $ 11,937,115
                                   ------------    ------------    ------------




                  See accompanying note to financial statements


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

                                                Three Months Ended
                                               ----------------------
                                               March 31,    March 31,
                                                   1999       1998
                                               ---------    ---------

Cash flows from operating activities:
   Net income ..............................   $  90,017    $ 157,519
                                               ---------    ---------

   Adjustments  to  reconcile  net
     income to net cash  flows  from
     operating activities:

     Investment in power generation projects     (55,182)         ---
     Proceeds from note receivable .........      99,864       92,007
     Changes in assets and liabilities:
      Decrease (increase) in other assets ..         758
                                                                  (65)
      Increase (decrease) in accounts
        payable and accrued expenses .......      37,901      (14,331)
      Decrease (increase) in due to
        affiliates, net ....................     (38,051)      31,674)
                                               ---------    ---------

   Total adjustments .......................      45,290      109,285
                                               ---------    ---------

   Net cash provided by operating activities     135,307      266,804
                                               ---------    ---------


Cash flows from financing activities:
   Cash distributions to shareholders ......    (285,307)    (392,568)
   Borrowing under line of credit facility .     150,000         --   
                                               ---------    ---------

   Net cash used in financing activities ...    (135,307)    (392,568)
                                               ---------    ---------

Net decrease in cash and cash equivalents ..        --       (125,764)

Cash and cash equivalents, beginning of year        --        175,818
                                               ---------    ---------

Cash and cash equivalents, end of period ...   $    --      $  50,054
                                               ---------    ---------


                 See accompanying note to financial statements.



<PAGE>

Ridgewood Electric Power Trust II
Note 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  presentation  of the results  for the interim  periods.
Additional footnote disclosure  concerning accounting policies and other manners
are  disclosed  in  Ridgewood  Electric  Power Trust II's  financial  statements
included  in the 1998  Annual  Report  on Form  10-K,  which  should  be read in
conjunction with these financial statements.

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.

<PAGE>


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

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

Introduction

The Trust carries its  investment in the Projects it owns at fair value and does
not  consolidate its financial  statements with the financial  statements of the
Projects.  Revenue is recorded by the Trust as cash  distributions  are received
from the Projects.  Trust revenues may fluctuate from period to period depending
on the  operating  cash flow  generated  by the  Projects and the amount of cash
retained to fund capital expenditures.

Results of Operations

         Quarter ended March 31, 1999 compared to quarter ended March 31, 1998

As  summarized  below,  total revenue  decreased  38.4% to $180,000 in the first
quarter of 1999  compared to $292,000  in the first  quarter of 1998,  primarily
because the Berkshire  Project  ceased  distributions  to the Trust in the third
quarter of 1998 and because interest income declined.

Project                                              1999                  1998
-------                                              ----                  ----
Monterey ...............................            $137,000            $147,000
Berkshire ..............................                --                88,000
Pump Services ..........................                --                 1,000
Interest income ........................              43,000              56,000
                                                    --------            --------
Total ..................................            $180,000            $292,000
                                                    ========            ========
The Monterey  project had slightly lower operating  results in the first quarter
of 1999 reflecting higher maintenance and repair costs. 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. The lower
Interest income also reflects lower Trust cash balances in 1999.

The decline in revenue at Berkshire  reflects the stoppage of distributions from
the Project in the third  quarter of 1998.  Please  refer to the Trust's  Annual
Report on Form 10-K for 1998 for an explanation of the situation at the Project.

Total expenses decreased $44,000 (32.8%) to $90,000 in the first quarter of 1999
compared to $134,000 in the same period in 1998, primarily due a decrease in the
management  fee. The decline in the  management  fee reflects both the lower net
assets of the Trust  resulting  from the write down of the carrying value of the
Berkshire project and a scheduled  reduction in annual management fee percentage
from 2.5% to 1.5% of net assets effective February 1, 1999. All other 1999 Trust
expenses were comparable to those of 1998.

         Quarter ended March 31, 1998 compared to quarter ended March 31, 1997

As  summarized  below,  total revenue  decreased  45.2% to $291,000 in the first
quarter of 1998 compared to $531,000 in the first quarter of 1997, primarily due
the  absence  of  revenues  related  to  the  Columbia  project  and  a  project
development limited partnership:

Project                                               1998               1997
-------                                               ----               ----

Monterey .................................           $147,000           $136,000
Berkshire ................................             88,000             96,000
Columbia .................................               --              165,000
San Diego ................................               --               50,000
Pump Services ............................              1,000              2,000
Project development ......................               --               73,000
Interest income ..........................             56,000              9,000
                                                     --------           --------
Total ....................................           $292,000           $531,000
                                                     ========           ========

The  Monterey,  Berkshire and Pump Services  Projects had  relatively  unchanged
operating  results in the first quarter of 1998. The Trust  received  $50,000 of
distributions  from the San Diego  project in the first quarter of 1997 prior to
its sale. In the first quarter of 1998, the Trust  recorded  $50,000 of interest
income  from the note that it received  from the sale of the San Diego  project.
The Columbia  Project did not make a cash  distribution  in the first quarter of
1998 because its profit margin was negatively impacted by increased  competition
from other waste management companies operating in the region. In addition,  the
Trust  received  a  $73,000  distribution  in the first  quarter  of 1997 from a
project  development  limited  partnership  for which  the Trust had  previously
written off its investment.  Interest and dividend income  increased to $134,000
in 1997 compared to $1,000 in 1996.  Interest income increased  because cash was
consolidated  at the Trust level in early 1997 and  invested in higher  yielding
investment accounts.

Total expenses  decreased  $163,000  (45.1%) to $134,000 in the first quarter of
1998  compared  to $297,000  in the same  period in 1997,  primarily  due to the
absence of a $281,000  write-off of certain electric power equipment recorded in
1997. This reduction was partially  offset by $96,000 of management fees charged
in the first quarter of 1998 that were not charged in the  corresponding  period
in 1997. All other 1998 Trust expenses were comparable to 1997.

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 three year committed line
of credit  facility of $750,000.  Outstanding  borrowings  bear  interest at the
Bank's  prime rate or, at the  Trust's  choice,  at LIBOR plus 2.5%.  The credit
agreement  requires  the Trust to maintain a ratio of total debt to tangible net
worth of no more than 1 to 1 and a minimum debt service  coverage  ratio of 2 to
1. The credit facility was obtained in order to allow the Trust to operate using
a minimum amount of cash,  maximize the amount invested in Projects and maximize
cash  distributions  to  shareholders.   Borrowing  under  the  credit  facility
increased from $300,000 at December 31, 1998 to $450,000 at March 31, 1999.

In  April  1999,  the  Managing  Shareholder  announced  that  distributions  to
shareholders  would cease until the Trust had built up sufficient  cash reserves
to repay  borrowing  under  the line of  credit  facility  and pay  legal  costs
associated with the proceeding with Pacific Gas and Electric Company  (discussed
at Legal Proceedings below).

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  anticipates  that its cash flow from  operations  during 1999 will be
adequate to fund its obligations.

Year 2000 remediation

Please refer to the Trust's disclosures at Item 7 - Management's  Discussion and
Analysis  of its Annual  Report on Form 10-K for 1998 for a  discussion  of year
2000 issues affecting the Trust.  Since that report was filed, the only material
change in the Trust's year 2000  compliance  is that the changes to the Managing
Shareholder's investor distribution system have been completed. Testing of those
changes has been  rescheduled to late May 1999 in  conjunction  with a regularly
scheduled  set of  distributions.  No  other  material  changes  in the  Trust's
remediation efforts or its plans for year 2000 compliance have occurred.

<PAGE>

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings

        As  previously  reported in the Trust's  Annual  Report on Form 10-K for
1998,  Pacific  Gas and  Electric  Company,  the  purchaser  of the  electricity
generated by the Trust's Monterey Project,  has sued the Trust's subsidiary that
owns the Project in the Superior  Court of California for the City and County of
San Francisco. Discovery is underway.


Item 5. Other Information.

Ridgewood Power  Corporation has been the managing  shareholder of the Trust. It
organized  the Trust and acted as managing  shareholder  until April 1999. On or
about  April 20,  1999 it was  merged  into  Ridgewood  Power  LLC, a New Jersey
limited  liability  company,  which thus became the Managing  Shareholder of the
Trust. Ridgewood Power LLC was organized in early April 1999 and has no business
other than acting as the successor to Ridgewood Power  Corporation.  No material
change in the Trust's operations or business will result from the merger.

Robert E. Swanson has been the President,  sole director and sole stockholder of
Ridgewood Power  Corporation since its inception in February 1991 and is now the
controlling member, sole manager and President of the Managing Shareholder.  Mr.
Swanson  currently is the sole equity owner of the Managing  Shareholder  but is
considering a transfer of 53% of the equity  ownership to two family trusts.  If
that  transfer is made, he will have the power on behalf of those trusts to vote
or dispose of the membership equity interests owned by them and accordingly will
continue to have sole control of the Managing Shareholder.  Further, Mr. Swanson
is designated as the sole manager of the Managing  Shareholder  in its operating
agreement.

Ridgewood Power LLC is also the managing  shareholder of the other five business
trusts   organized  by  Ridgewood  Power   Corporation  to  participate  in  the
independent electric power industry.

Similarly,  Ridgewood  Power  Management  Corporation,  which  operates  certain
Projects  on behalf of the Trust,  was merged on or about  April 20, 1999 into a
new New Jersey limited  liability  company,  Ridgewood Power Management LLC. The
ownership and control of Ridgewood Power Management LLC are the same as those of
Ridgewood  Power LLC and its only  business is to be the  successor to Ridgewood
Power  Management  Corporation.  No  material  change  in the  operation  of the
Projects is expected as a result of that merger.


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

May 17, 1999               By /s/ Martin V. Quinn 
Date                              Martin V. Quinn 
                                  Senior Vice President and
                                   Chief Financial Officer  
                                  (signing on behalf of the
                                   Registrant and as
                                   principal financial 
                                   officer)