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 June 30, 2003

                         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

                                  June 30, 2003



<PAGE>



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


                                                       June 30,     December 31,
                                                         2003           2002
                                                     -----------    -----------
Assets:
Cash and cash equivalents ........................   $ 1,586,389    $ 1,348,825
Restricted cash ..................................          --          550,000
Trade receivables ................................       291,957        255,082
Current portion of note receivable ...............        47,027        277,528
Due from affiliates ..............................        17,273         14,512
Other current assets .............................        24,108         47,151
                                                     -----------    -----------

       Total current assets ......................     1,966,754      2,493,098

Note receivable from transfer of
 investment in Limited Partnership
 interests under contractual agreements ..........     1,007,795      1,207,795

Plant and equipment ..............................     3,441,432      3,441,432
Accumulated depreciation .........................    (1,758,337)    (1,643,080)
                                                     -----------    -----------
                                                       1,683,095      1,798,352
                                                     -----------    -----------

Electric power sales contract ....................     3,032,000      3,032,000
Accumulated amortization .........................    (1,030,880)      (970,240)
                                                     -----------    -----------
                                                       2,001,120      2,061,760
                                                     -----------    -----------

        Total assets .............................   $ 6,658,764    $ 7,561,005
                                                     -----------    -----------

Liabilities and Shareholders' Equity:
Liabilities:
Accounts payable and accrued expenses ............   $   131,186    $   286,007
Due to affiliates ................................        59,676         47,883
                                                     -----------    -----------
       Total current liabilities .................       190,862        333,890

Commitments and contingencies

Shareholders' Equity:
Shareholders' equity (235.3775 investor
 shares issued and outstanding) ..................     6,604,467      7,356,088
Managing shareholder's accumulated deficit
 (1 management share issued and outstanding) .....      (136,565)      (128,973)
                                                     -----------    -----------
       Total shareholders' equity ................     6,467,902      7,227,115
                                                     -----------    -----------

       Total liabilities and shareholders' equity    $ 6,658,764    $ 7,561,005
                                                     -----------    -----------






   See accompanying notes to the consolidated financial statements.

<PAGE>

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

                          Six Months Ended              Three Months Ended
                      --------------------------    --------------------------
                       June 30,       June 30,       June 30,       June 30,
                         2003           2002           2003           2002
                      -----------    -----------    -----------    -----------

Power generation
 revenue ..........   $ 1,275,380    $ 1,508,094    $   606,566    $   771,309
Cost of sales .....     1,202,452      1,416,567        618,425        718,962
                      -----------    -----------    -----------    -----------

Gross profit(loss)         72,928         91,527        (11,859)        52,347

General and
 administrative
 expenses .........        73,521         71,727         34,163         39,768
Management fee
 paid to managing
 shareholder ......        54,204         58,528         27,102         29,264
                      -----------    -----------    -----------    -----------
 Total other
  operating
  expenses ........       127,725        130,255         61,265         69,032
                      -----------    -----------    -----------    -----------

Loss from
 operations .......       (54,797)       (38,728)       (73,124)       (16,685)
                      -----------    -----------    -----------    -----------

Other income
 (expense):
  Interest income .        12,239         39,245          4,181         21,129
  Other income
   (expense) ......        (3,388)       157,673           (766)       174,375
  Equity income
   from B-3 Limited
   Partnership ....          --           53,934           --          102,127
                      -----------    -----------    -----------    -----------
    Other income
     (expense),net          8,851        250,852          3,415        297,631
                      -----------    -----------    -----------    -----------


Net income (loss) .   $   (45,946)   $   212,124    $   (69,709)   $   280,946
                      -----------    -----------    -----------    -----------


















     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,
 December 31, 2002 ..   $ 7,356,088    $  (128,973)   $ 7,227,115

Net income for period       (45,487)          (459)       (45,946)

Cash distributions ..      (706,134)        (7,133)      (713,267)
                        -----------    -----------    -----------

Shareholders' equity,
June 30, 2003 .......   $ 6,604,467    $  (136,565)   $ 6,467,902
                        -----------    -----------    -----------

























     See accompanying notes to the consolidated financial statements.


<PAGE>




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


                                                    Six Months Ended
                                                 June 30,       June 30,
                                                   2003           2002
                                               -----------    -----------

Cash flows from operating activities:
     Net income (loss) .....................   $   (45,946)   $   212,124
                                               -----------    -----------

     Adjustments to reconcile net
      income(loss) to net cash flows
      from operating activities:
     Depreciation and amortization .........       175,897        173,099
     Equity in earnings from
      unconsolidated B-3 Limited
      Partnership .......................             --          (53,934)
     Changes in assets and liabilities:
       Decrease in restricted cash .........       550,000           --
       Increase in trade receivables .......       (36,875)      (160,881)
       Decrease in other current assets ....        23,043         14,387
       Decrease in accounts payable
        and accrued expenses ...............      (154,821)      (115,043)
       Increase (decrease) in due to/from
        affiliates, net ....................         9,032       (118,210)
                                               -----------    -----------
         Total adjustments .................       566,276        (10,914)
                                               -----------    -----------

         Net cash provided by (used in)
          operating activities .............       520,330        (48,458)
                                               -----------    -----------

Cash flows from investing activities:
     Proceeds from note receivable .........       230,501        249,668
     Proceeds from note receivable
      from transfer of investment
      in Limited Partnership interests .....       200,000           --
     Cash distribution from B-3
      Limited Partnership ..................          --          200,000
     Capital expenditures ..................          --          (24,695)
                                               -----------    -----------
         Net cash provided by
           investing activities ............       430,501        424,973
                                               -----------    -----------

Cash flows from financing activities:
     Cash distribution to shareholders .....      (713,267)      (232,303)
                                               -----------    -----------

         Net cash used in financing
           activities ......................      (713,267)      (232,303)
                                               -----------    -----------


Net increase in cash and cash equivalents ..       237,564        144,212
Cash and cash equivalents, beginning of year     1,348,825        175,403
                                               -----------    -----------

Cash and cash equivalents, end of period ...   $ 1,586,389    $   319,615
                                               -----------    -----------









    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 (the  "Trust")
consolidated  financial  statements  included in the 2002 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.  The
Trust used the equity method of accounting for its investment in the B-3 Limited
Partnership,  in which the Trust owned a 50.01% non-controlling interest through
September 20, 2002.

2. Summary Results of Operations for Selected Investments

Summary  results  of  operations  for the B-3  Limited  Partnership,  which  was
accounted for under the equity  method prior to the legal  transfer of ownership
in September 2002, are as follows:

                     Six Months Ended June 30,      Three Months Ended June 30,
                              2002                             2002
                     -------------------------      ---------------------------
Revenue                   $ 2,795,000                      $ 1,593,000
Operating expenses          2,670,000                        1,481,000
Net income*                   125,000                          112,000


*The partnership  agreement  required income (loss) earned by the partnership to
be allocated and distributed to the partners as follows:
1. Gross income is allocated as  distributions  declared have been  allocated to
the partners.
2.  The  difference  between  distributions   declared  and  net  income  before
depreciation is allocated to the partners according to partnership interests.
3. Depreciation expense is allocated to the partners proportionally according to
their original capital contributions to the partnership.

3.   New Accounting Standards and Disclosures

SFAS 143
In June  2001,  the 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 45
In  November  2002,  the FASB  issued  FASB  Interpretation  No. 45 ("FIN  45"),
"Guarantor's  Accounting and Disclosure  Requirements for Guarantees,  Including
Indirect  Guarantees  and  Indebtedness  of Others."  FIN 45  elaborates  on the
disclosures  to be made by the  guarantor  in its interim  and annual  financial
statements about its obligations under certain guarantees that it has issued. It
also requires  that a guarantor  recognize,  at the inception of a guarantee,  a
liability  for the fair  value  of the  obligation  undertaken  in  issuing  the
guarantee.   The  initial   recognition  and  measurement   provisions  of  this
interpretation  are  applicable on a prospective  basis to guarantees  issued or
modified  after  December  31,  2002;  while the  provisions  of the  disclosure
requirements are effective for financial statements of interim or annual reports
ending after December 15, 2002.  The Trust adopted the disclosure  provisions of
FIN 45  during  the  fourth  quarter  of 2002  with no  material  impact  to the
consolidated financial statements.

FIN 46
In January 2003, the FASB issued FASB  Interpretation No. 46,  "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  January 31, 2003,  and apply in the
first  fiscal  period  beginning  after June 15,  2003,  for  variable  interest
entities  created prior to February 1, 2003.  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 July 1, 2003.

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.

4.  Sale of Investments

On September 20, 2002, the Trust, sold 100% of its ownership interest in the B-3
Limited  Partnership  ("B-3") and the Pittsfield  Investors Limited  Partnership
("PILP"),  to EAC Operations,  Inc., the other limited partner of both entities.
The acquisition agreement provides for the sale of 100% of the Trust's ownership
in the two partnerships in return for $1,200,000 cash and $5,000,000 of interest
bearing  promissory  notes.  The notes bear interest at a rate of 10% per annum,
and will be repaid  monthly over a 17 year term, of which the first two years of
payments will consist of interest only. The notes are  collateralized by all the
assets of the partnerships.

The purchase price for B-3 was $3,400,000, of which $400,000 was paid in cash at
the time of  closing.  The  purchase  price  for PILP was  $2,800,000,  of which
$800,000  was paid in cash at the  time of  closing.  The  Trust  wrote  off its
investment in PILP in 1998.

Recovery of interest  and  principal  under the  promissory  notes is  dependent
solely upon the operating results of the limited  partnership  investments sold.
Consequently,  in accordance  with SEC Staff  Accounting  Bulletin Topic 5E, the
Trust has not reflected the  transaction as a sale.  The cash proceeds  received
were  recorded  as a reduction  of its  investment  in the  limited  partnership
investments  and interest and principal  received under the promissory note will
continue to be recorded as a reduction of investment  balance until the carrying
value  has been  reduced  to zero.  In the event the  divested  business  incurs
operating losses in future periods, a corresponding reduction in investment will
be recorded as a valuation allowance.


5. Related Party Transactions

At June 30, 2003 and December 31, 2002, the Trust had outstanding payables and
receivables, with the following affiliates:

                                    Due To                     Due From
                          ---------------------------   ------------------------
                            June 30,      December 31,   June 30,   December 31,
                             2003            2002          2003         2002
                          ----------     ------------   ---------   ------------

Ridgewood Power
 Management LLC            $  ---          $  ---       $ 58,962      $ 47,169
Other affiliates           17,273          14,512            714           714

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.

6. 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 Power Sales
                          Six Months Ended         Three Months Ended
                       -----------------------   -----------------------
                        June 30,     June 30,     June 30,     June 30,
                          2003         2002         2003         2002
                       ----------   ----------   ----------   ----------
Revenue ............   $1,030,633   $1,020,669   $  474,519   $  475,615
Depreciation and
 amortization ......      123,376      123,024       61,864       61,508
Operating income ...      130,561           86        8,602        5,442
Capital expenditures         --           --           --           --




                                       Retail Power Sales
                            Six Months Ended          Three Months Ended
                          ----------------------    ---------------------
                           June 30,     June 30,    June 30,     June 30,
                             2003         2002        2003         2002
                          ---------    ---------   ---------    ---------

Revenue ...............   $ 244,747    $ 487,425   $ 132,047    $ 295,694
Depreciation and
 amortization .........      52,521       50,075      26,086       25,040
Operating income (loss)     (60,689)      62,331     (20,319)      36,716
Capital expenditures ..        --         24,695        --         24,695






                                          Corporate
                          Six Months Ended         Three Months Ended
                        ----------------------   -----------------------
                        June 30,     June 30,     June 30,     June 30,
                          2003         2002         2003         2002
                        ---------   ----------   ----------    ---------
Revenue ............         $--    $    --      $    --            $--
Depreciation and
  amortization .....          --         --           --             --
Operating loss .....    (124,669)    (101,145)     (61,407)     (58,843)
Capital expenditures        --           --           --           --



                                              Total
                            Six Months Ended             Three Months Ended
                       --------------------------    --------------------------
                         June 30,       June 30,       June 30,       June 30,
                          2003            2002           2003           2002
                       -----------    -----------    -----------    -----------
Revenue ............   $ 1,275,380    $ 1,508,094    $   606,566    $   771,309
Depreciation and
 amortization ......       175,897        173,099         87,950         86,548
Operating loss .....       (54,797)       (38,728)       (73,124)       (16,685)
Capital expenditures          --           24,695           --           24,695




<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.  The
Trust used the equity method of accounting for its investment in the B-3 Limited
Partnership,  in which the Trust owned a 50.01% non-controlling interest through
September 20, 2002.

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 2002 Form 10-K. There have been no
substantive changes to those policies and estimates.

Results of Operations

Three Months Ended June 30,2003, Compared to the Three Months Ended June 30,2002

Power generation revenue decreased $164,000, or 21.3%, to $607,000 in the second
quarter of 2003  compared to $771,000 for the same period of 2002.  The decrease
is primarily due to the rainy weather experienced in Southern  California,  thus
reducing the California Pumping project's operations.

Gross  profit  decreased  $64,000 to a loss of $12,000 in the second  quarter of
2002.  The decrease is a result of the decrease in revenues from the  California
Pumping projects.

General  and  administrative  expenses  and the  management  fee for the  second
quarter were consistent with the prior year.

Interest  income  decreased from $21,000 in the second quarter of 2002 to $4,000
in the  second  quarter  of 2003  due to the  decrease  in the  note  receivable
principal balance and the lower interest rates paid on cash deposits.

Other  income  (expense)  decreased  by $175,000  in the second  quarter of 2003
primarily due to the $190,000 of cash received in 2002 from the 1999  settlement
of the Waukesha-Pierce litigation.

Equity  income  from the B-3  Limited  Partnership  was  $102,000  in the second
quarter of 2002. The Trust  transferred  its  partnership  interest in the third
quarter of 2002.

Six Months Ended June 30, 2003, Compared to the Six Months Ended June 30, 2002

Power  generation  revenue  decreased  $233,000 to $1,275,000  for the first six
months of 2003 compared to $1,508,000  for the same period of 2002. The decrease
is primarily due to the rainy weather experienced in Southern  California,  thus
reducing the California Pumping project's operations.

Gross  profit  decreased  from  $92,000 for the six months  ended June 2002,  to
$72,000  for the six months  ended June 2002.  The  decrease  is a result of the
decrease in revenues from the California  Pumping  projects  partially offset by
the Monterey  project  incurring lower  maintenance  expenses as compared to the
prior year.

General and  administrative  expenses and the  management  fee for the first six
months of 2003 were consistent with the prior year.

Interest income decreased from $39,000 for the first half of 2002 to $12,000 for
the  first  half of 2003 due to the lower  principle  balance  remaining  on the
outstanding note receivable and the lower interest rates paid on cash deposits.

Other income (expense) decreased by $161,000 in the first half of 2003 primarily
due to the  $190,000 of cash  received in 2002 from the 1999  settlement  of the
Waukesha-Pierce litigation.

Equity income from the B-3 Limited Partnership was $54,000 for the first half of
2002. The Trust  transferred  its  partnership  interest in the third quarter of
2002.


Liquidity and Capital Resources

Cash provided by operating activities was $520,000 for the six months ended June
30,  2003,  compared to cash used of $48,000 in the prior year.  The increase in
cash flow is due to the  maturity of  restricted  cash.  The Trust had  $550,000
invested  in  certificates  of deposit  to  support a stand-by  letter of credit
issued to a vendor in connection  with the purchase of natural gas,  which is no
longer required.

Cash used in investing activities was consistent with the prior year.

Cash used in financing  activities for the first six months of 2003 was $713,000
compared to $232,000 for the first six months of 2002. The increase in cash used
from  financing   activities  is  due  to  the  larger   distributions  made  to
shareholders in 2003, $713,000, compared to 2002, $232,000.

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.

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

September 10, 2003                  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



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 control 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 this 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
         period covered by the report that has materially affected, or is
         reasonably likely to materially affect, the issuer's internal control
         over financial reporting; and


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

    a) all significant deficiencies in the design or operation of internal
       controls which could adversely affect the registrant's ability to record,
       process, summarize and report financial data and have identified for the
       registrant's auditors any material weaknesses in internal controls; and

    b) any fraud, whether or not material, that involves management or other
       employees who have a significant role in the registrant's internal
       controls; and

6. The  registrant's  other  certifying  officer  and I have  indicated  in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: September 10, 2003

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


<PAGE>



                                  CERTIFICATION



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 control 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 this 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
         period covered by the report that has materially affected, or is
         reasonably likely to materially affect, the issuer's internal control
         over financial reporting; and


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

    a) all significant deficiencies in the design or operation of internal
       controls which could adversely affect the registrant's ability to record,
       process, summarize and report financial data and have identified for the
       registrant's auditors any material weaknesses in internal controls; and

    b) any fraud, whether or not material, that involves management or other
       employees who have a significant role in the registrant's internal
       controls; and

6. The  registrant's  other  certifying  officer  and I have  indicated  in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: September 10, 2003

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