Table of
Contents







UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-Q
 (Mark
One)
 
 x
              QUARTERLY REPORT PURSUANT TO
      SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For the
quarterly period ended March 31, 2008
 or
  o
              TRANSITION REPORT PURSUANT TO
      SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the transition period from _____ to
_____
  Commission
file number:   0-21304
 
 RIDGEWOOD
ELECTRIC POWER TRUST II
 (Exact
Name of Registrant as Specified in Its Charter)
 
 Delaware
              
              22-3206429(State
      of Other Jurisdiction
                of
      Incorporation or Organization)
              
              (I.R.S.
      Employer Identification No.)
 
 1314
      King Street, Wilmington, Delaware
              
              19801(Address
      of Principal Executive Offices)
              
              (Zip
      Code)
 
  (302)
      888-7444(Issuer’s
      Telephone Number, Including Area Code)
 
 (Former
      name, former address and former fiscal year, if changed since last
      report)
 
 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 o
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definition of “large accelerated filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
 Large
accelerated filer o   Accelerated
filer oNon-accelerated
filer o    Smaller
reporting company   x
 (Do not check if a
smaller reporting company)
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). o Yes   x No
 
 As of
March 31, 2008, there were 235.3775 Investor Shares outstanding.
  
 Table of Contents
  FORM
      10-QTABLE OF CONTENTSPART
      I.
              FINANCIAL
      INFORMATION
              
              PageItem 1.
              Financial Statements
              
              1Item 2.
              Management’s Discussion and Analysis of Financial Condition and
      Results of Operations
              
              6Item 3.
              Quantitative and Qualitative Disclosures About Market
      Risk
              
              7Item 4.
              Controls and Procedures
              
              7PART
      II.
              OTHER
      INFORMATIONItem 1.
              Legal Proceedings
              
              7Item 1A.
              Risk Factors
              
              8Item 2.
              Unregistered Sales of Equity Securities and Use of
      Proceeds
              
              8Item 3.
              Defaults Upon Senior Securities
              
              8Item 4.
              Submission of Matters to a Vote of Security
      Holders
              
              8Item 5.
              Other Information
              
              8Item 6.
              Exhibits
              
              8SIGNATURES
              
              
              9
 
 Table of Contents
  PART
I.   FINANCIAL INFORMATION
 
 ITEM
1.   FINANCIAL STATEMENTS
 
 RIDGEWOOD
      ELECTRIC POWER TRUST IICONDENSED
      CONSOLIDATED BALANCE SHEETS(in
      thousands, except share data)March
      31,
                
                
                December
      31,2008
                
                
                2007(unaudited)ASSETSCurrent
      assets:Cash
      and cash equivalents
                
                $
                4,686
                
                
                $
                5,250Due
      from affiliates
                
                
                4
                
                
                
                5Other
      current assets
                
                
                20
                
                
                
                31Total
      assets
                
                $
                4,710
                
                
                $
                5,286LIABILITIES
      AND SHAREHOLDERS' EQUITYCurrent
      liabilities:Accounts
      payable and accrued expenses
                
                $
                83
                
                
                $
                169Commitments
      and contingenciesShareholders’
      equity (deficit):Shareholders’
      equity (235.3775 Investor Shares issued andoutstanding)
                
                
                4,782
                
                
                
                5,267Managing
      shareholder’s accumulated deficit(1
      management share issued and outstanding)
                
                
                (155
                )
                
                
                (150
                )Total
      shareholders’ equity
                
                
                4,627
                
                
                
                5,117Total
      liabilities and shareholders’ equity
                
                $
                4,710
                
                
                $
                5,286
 
 
 
 
 
 
 
 The
accompanying notes are an integral part of these condensed consolidated
financial statements.
 
 
 1
 Table of Contents
 
 RIDGEWOOD
      ELECTRIC POWER TRUST IICONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS(unaudited,
      in thousands, except per share data)Three
      Months Ended March 31,2008
                
                
                2007Cost
      of revenues
                
                $
                72
                
                
                $
                92Gross
      loss
                
                
                (72
                )
                
                
                (92
                )Operating
      expenses:General
      and administrative expenses
                
                
                433
                
                
                
                104Management
      fee to Managing Shareholder
                
                
                19
                
                
                
                2Total
      operating expenses
                
                
                452
                
                
                
                106Loss
      from operations
                
                
                (524
                )
                
                
                (198
                )Other
      income:Interest
      income
                
                
                34
                
                
                
                -Gain
      on sale of investment
                
                
                -
                
                
                
                167Total
      other income
                
                
                34
                
                
                
                167Net
      loss
                
                $
                (490
                )
                
                $
                (31
                )Managing
      Shareholder - Net loss
                
                $
                (5
                )
                
                $
                (1
                )Shareholders
      - Net loss
                
                
                (485
                )
                
                
                (30
                )Net
      loss per Investor Share
                
                
                (2,061
                )
                
                
                (127
                )
 
 
 
 The
accompanying notes are an integral part of these condensed consolidated
financial statements.
 
 2
 Table of Contents
 
 RIDGEWOOD
      ELECTRIC POWER TRUST IICONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS(unaudited,
      in thousands)Three
      Months Ended March 31,2008
                
                
                2007Cash
      flows from operating activities:Net
      cash (used in) provided by operating activities
                
                $
                (564
                )
                
                $
                40Cash
      and cash equivalents, beginning of period
                
                
                5,250
                
                
                
                395Cash
      and cash equivalents, end of period
                
                $
                4,686
                
                
                $
                435
 
 
   
 
 
 
 
 
 
 
 The
accompanying notes are an integral part of these condensed consolidated
financial statements.
 
 3
 Table of Contents
  RIDGEWOOD
ELECTRIC POWER TRUST II
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited,
dollar amounts in thousands)
 1.   BASIS
OF PRESENTATION
 
 The
accompanying unaudited condensed consolidated financial statements have been
prepared pursuant to the rules of the United States Securities and Exchange
Commission (the “SEC”). Certain information and footnote disclosures normally
included in consolidated financial statements prepared in accordance with
accounting principles generally accepted in the United States of America have
been condensed or omitted pursuant to SEC rules. These condensed consolidated
financial statements should be read in conjunction with the Ridgewood Electric
Power Trust II (the “Trust”) Annual Report on Form 10-K for the year ended
December 31, 2007 filed with the SEC on March 14, 2008 (the “2007 Form
10-K”). No significant changes have been made to the Trust’s accounting policies
and estimates disclosed in its 2007 Form 10-K.
 
 In the
opinion of management, the condensed consolidated financial statements as of
March 31, 2008, and for the three months ended March 31, 2008 and 2007,
include all adjustments (consisting of normal recurring accruals) necessary for
a fair presentation of the consolidated financial position, results of
operations and cash flows for the periods presented. The results of operations
for the three months ended March 31, 2008 and 2007 are not necessarily
indicative of the results to be expected for the full year or any other
period.
 
 2.   DESCRIPTION
OF BUSINESS
 
 The Trust
is a Delaware trust formed in November 1992. The Trust began offering shares in
January 1993 and concluded its offering in January 1994. The objective of the
Trust is to provide benefits to its shareholders through a combination of
distributions of operating cash flow and capital appreciation. The Managing
Shareholder of the Trust is Ridgewood Renewable Power LLC (“RRP” or the
“Managing Shareholder”). The Trust was organized to invest primarily in
independent power generation facilities located in the US.
 
 The
Trust’s accompanying condensed consolidated financial statements include the
accounts of the Trust and its wholly-owned subsidiary (“Monterey”). The
investment is a 5.5 megawatt (“MW”) cogeneration project located in California
which suspended operations in January 2006 due to a contract dispute with its
customer. Since the closing of the Monterey facility in January 2006, the Trust
has not had any operating revenues, though it continued to have certain expenses
relating to its idle facility. The Monterey project remains closed as of the
date of this filing.
 
 3.  
RECENT ACCOUNTING PRONOUNCEMENTS
  SFAS
157
 
 In
September 2006, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standard (“SFAS”) No. 157, Fair Value Measurements
(“SFAS 157”), to define fair value, establish a framework for measuring fair
value in accordance with generally accepted accounting principles and expand
disclosures about fair value measurements. SFAS 157 requires quantitative
disclosures using a tabular format in all periods (interim and annual) and
qualitative disclosures about the valuation techniques used to measure fair
value in all annual periods. In February 2008, FASB issued Staff Position 157-2,
Effective Date of FASB Statement No. 157, which delays the effective date
of SFAS 157 for non-financial assets and non-financial liabilities for the
Trust until January 1, 2009, except for items that are recognized or disclosed
at fair value in the financial statements on a recurring basis. The Trust
adopted SFAS 157 for financial assets and financial liabilities effective
January 1, 2008, with no material impact on its condensed consolidated financial
statements.
  SFAS
159
  In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities (“SFAS 159”), which expands
opportunities to use fair value measurements in financial reporting and permits
entities to choose to measure many financial instruments and certain other items
at fair value. The Trust adopted SFAS 159 effective January 1, 2008, with no
material impact on its condensed consolidated financial statements.
 
 4.   COMMITMENTS
AND CONTINGENCIES
 
 Monterey
has a non-cancelable operating lease which expires in May 2021. Future minimum
lease payments as of December 31, 2007 are approximately $12 per annum along
with the delivery of by-product steam.  In connection with this lease,
Monterey has not delivered by-product steam since it was shut down in January
2006. As a result, Monterey may be subject to penalties by the lessor. No claims
have been asserted by the lessor as of the date of this filing.
  4
 Table of Contents
 RIDGEWOOD
ELECTRIC POWER TRUST II
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited,
dollar amounts in thousands)
 Monterey
received notice on December 1, 2005 from PG&E directing Monterey to increase
its operations from 13 hours, 5 days a week to 24 hours, 7 days a week. However,
PG&E had been operating or "dispatching" Monterey on a 13 by 5 basis for
over 15 years.  Monterey determined that it could not operate
profitably on such a 24 by 7 schedule and was concerned that if it only operated
on a 13 by 5 basis, PG&E might refuse to pay for delivered electricity.
Monterey requested from PG&E to limit its operations to the 13 by 5 basis,
but this request was denied. As a result, effective January 9, 2006, Monterey
ceased its operations. Monterey and PG&E have filed lawsuits against the
other for breach of contract. The Monterey project remains closed as of the date
of this filing.  Additionally, as a result of the shutdown, the
project has not delivered by-product steam since it was shutdown in January
2006. As a result, it may be subject to penalties from the lessor. Monterey
filed a Complaint against PG&E in the San Francisco Superior Court on May
16, 2006 (the “Monterey Complaint”).  The Monterey Complaint seeks damages
for breach of contract, damages for PG&E’s breach of the implied covenant of
good faith and fair dealing, and a claim for declaratory relief against
PG&E, seeking a judicial determination that PG&E’s conduct materially
breached the parties’ agreement and justified Monterey’s suspension of
performance. Monterey is seeking damages against PG&E estimated at
approximately $5,000.
  On May 14, 2007,
PG&E filed a Complaint in San Francisco Superior Court against Monterey (the
“PG&E Complaint”).  The PG&E Complaint arises out of the same
transactions and occurrences that gave rise to the Monterey Complaint against
PG&E.  PG&E asserted claims for compensatory damages for breach of
contract and breach of the implied covenant of good faith and fair dealing as
well as “restitution” of capacity payments made to Monterey on a theory of
unjust enrichment, and declaratory relief for repayment of capacity payments
made to the Monterey. PG&E was seeking restitution damages against
Monterey estimated at approximately $4,800.
 
 The
claims made by PG&E have been made solely against Monterey and do not
involve any claims against the Trust.In March
2008, Monterey and PG&E reached a tentative settlement of all claims
against each other. The Managing Shareholder cannot project the timing of
this settlement, or if such a settlement will occur because,
among other things, such settlement is subject to regulatory
approvals.
  On August
16, 2006, the Managing Shareholder of the Trust and affiliates of the Trust,
filed lawsuits against the former independent registered public accounting firm
for the Trust, Perelson Weiner, LLP (“Perelson Weiner”), in New Jersey Superior
Court.  The suits alleged professional malpractice and breach of contract
in connection with audit and accounting services performed by Perelson Weiner.
On October 20, 2006, Perelson Weiner filed a counterclaim against the Trust, and
its affiliates alleging breach of contract due to unpaid invoices totaling
$1,188. Discovery is ongoing and no trial date has been set. The costs and
expenses of the litigation are being paid for by the Managing Shareholder and
affiliated management companies and not the underlying investment funds,
including the Trust.
 
 The Trust
is subject to legal proceedings involving ordinary and routine claims related to
its business. The ultimate legal and financial liability with respect to
such matters cannot be estimated with certainty and requires the use of
estimates in recording liabilities for potential litigation settlements.
Estimates for losses from litigation are disclosed if considered reasonably
possible and accrued if considered probable after consultation with outside
counsel. If estimates of potential losses increase or the related facts and
circumstances change in the future, the Trust may be required to record
additional litigation expense. While it is not possible to predict the
outcome of the litigation discussed above with certainty and some lawsuits,
claims or proceedings may be disposed of unfavorably to the Trust, based on its
evaluation of matters which are pending or asserted, the Trust’s management
believes the disposition of such matters will not have a material adverse effect
on the Trust’s business or its financial statements.
  5
 Table of Contents
  ITEM
2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  The
purpose of this discussion and analysis of the operating results and financial
condition as of March 31, 2008 is intended to help readers analyze the
accompanying condensed consolidated financial statements, notes and other
supplemental information contained in this document.  Results of
operations for the three months ended March 31, 2008 are not necessarily
indicative of results to be attained for any other period. This discussion
and analysis should be read in conjunction with the accompanying condensed
consolidated financial statements, notes and other supplemental information
included elsewhere in this report and Item 7. “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” of the Trust’s 2007
Form 10-K.
 
 Forward-Looking
Statements
  Certain
statements discussed in this item and elsewhere in this Quarterly Report on Form
10-Q constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements
generally relate to the Trust’s plans, objectives and expectations for future
events and include statements about the Trust’s expectations, beliefs, plans,
objectives, intentions, assumptions and other statements that are not historical
facts. These statements are based upon management’s opinions and estimates
as of the date they are made. Although management believes that the expectations
reflected in these forward-looking statements are reasonable, such
forward-looking statements are subject to known and unknown risks and
uncertainties that may be beyond the Trust’s control, which could cause actual
results, performance and achievements to differ materially from the results,
performance and achievements projected, expected, expressed or implied by the
forward-looking statements. Examples of events that could cause actual results
to differ materially from historical results or those anticipated include the
outcome of the litigation described in Part II, Item 1. “Legal Proceedings” of
this report, changes in political and economic conditions, federal or state
regulatory structures, government mandates, the ability of customers to pay for
energy received, supplies and prices of fuels, operational status of generating
plants, mechanical breakdowns, volatility in the price for electric energy,
natural gas or renewable energy. Additional information concerning the factors
that could cause actual results to differ materially from those in the
forward-looking statements is contained in Item 1A. “Risk Factors” and
Item 7. “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” of the Trust’s 2007 Form 10-K. The Trust undertakes no
obligation to publicly revise any forward-looking statements or cautionary
factors, except as required by law.
 
 Critical
Accounting Policies and Estimates
 
 The
following discussion and analysis of the Trust’s financial condition and
operating results is based on its condensed consolidated financial
statements.  The preparation of this Quarterly Report on Form 10-Q
requires the Trust to make estimates and assumptions that affect the reported
amount of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the Trust’s condensed consolidated financial
statements, and the reported amount of revenue and expenses during the reporting
period. Actual results may differ from those estimates and
assumptions.  No material changes have been made to the Trust’s
critical accounting policies and estimates disclosed in its 2007 Form
10-K.
 
 Results
of Operations and Changes in Financial Condition
 
 Three
months ended March 31, 2008 compared to the three months ended March 31,
2007
 
 Gross
loss of $0.1 million in the first quarter of 2008 was comparable to the same
period in 2007. Gross loss primarily represents expenses such as maintenance,
rent and property taxes incurred even though the Monterey project was not in
operation during both periods.
 
 General
and administrative expenses increased by $0.3 million to $0.4 million in the
first quarter of 2008, as compared to $0.1 million for the same period in 2007.
This was primarily due to an increase in professional fees.
 
 The Trust recorded a gain
on sale ofinvestment of $0.2 million in the first quarter of 2007 due to
collections of its notes receivable, which were paid in full in October
2007.
 
 Total
assets decreased by $0.6 million from $5.3 million at December 31, 2007 to $4.7
million at March 31, 2008, primarily due to a decrease in cash and cash
equivalents used to fund operations with no income generated for the period.
Total liabilities decreased by $0.1 million from $0.2 million at December 31,
2007 to $0.1 million at March 31, 2008 due to a decrease in accounts payable and
accrued expenses.
  Liquidity
and Capital Resources
 
 Three
months ended March 31, 2008 compared to the three months ended March 31,
2007
 
 At March
31, 2008, the Trust had cash and cash equivalents of $4.7 million compared to
$5.3 million at December 31, 2007, a decrease of $0.6 million. The cash flows
for the three months ended March 31, 2008 represents $0.6 million used in
operating activities.
  6
 Table of Contents
  Cash used
in operating activities for the three months ended March 31, 2008 was $0.6
million compared to cash provided of $40,000 for the same period in 2007. The
decrease in cash flow of $0.6 million was primarily due to an increase in loss
from operations for the three months ended March 31, 2008 as a result of
increased professional fees and gain on sale of investment relating to the
collections of notes receivable in 2007.
 
 There
were no cash flows from either investing or financing activities for the three
months ended March 31, 2008 and 2007.
 
 Future
Liquidity and Capital Resource Requirements
 
 The Trust
expects cash flow from operating activities to be minimal since the operations
of Monterey has ceased. The Trust believes sufficient cash and cash equivalents
are available to provide working capital and fund capital expenditures for the
next 12 months.
 
 Off-Balance
Sheet Arrangements and Contractual Obligations and Commitments
 
 There
have been no material changes in the off-balance sheet arrangements and
contractual obligations and commitments disclosed in the Trust's 2007
Form 10-K.
  ITEM
3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
 
 Not
required.
 
 ITEM
4.   CONTROLS AND PROCEDURES
 
  In
accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), the Trust’s Chief Executive Officer and Chief
Financial Officer evaluate the effectiveness of the Trust’s disclosure controls
and procedures, as defined in Exchange Act Rule 13a-15(e). A system of
disclosure controls and procedures is designed to ensure that information
required to be disclosed by a registrant in reports filed with the Exchange Act
are recorded, processed, summarized and reported within the time periods
specified in the applicable rules and forms.  This includes disclosure
controls and procedures designed to ensure that information required to be
disclosed by a registrant is accumulated and communicated to senior management
so as to allow timely decisions regarding required disclosure. A review and
evaluation of the effectiveness of these controls and procedures was done by the
Trust’s Chief Executive Officer and Chief Financial Officer as of March 31,
2008.
  Based
on such review and evaluation, the Trust’s Chief Executive Officer and Chief
Financial Officer concluded that the Trust’s disclosure controls and
procedures are effective as of the end of the period covered by this
report.
  Changes
in Internal Control over Financial Reporting
 
 The
Trust’s Chief Executive Officer and Chief Financial Officer have concluded that
there was no change in the Trust's internal control over financial reporting (as
such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred
during the quarter ended March 31, 2008 that has materially affected, or is
reasonably likely to materially affect, the Trust’s internal control over
financial reporting.
 
 PART
II.   OTHER INFORMATION
  ITEM
1.     LEGAL PROCEEDINGS
 
 Monterey
received notice on December 1, 2005 from PG&E directing Monterey to increase
its operations from 13 hours, 5 days a week to 24 hours, 7 days a week. However,
PG&E had been operating or "dispatching" Monterey on a 13 by 5 basis for
over 15 years.  Monterey determined that it could not operate
profitably on such a 24 by 7 schedule and was concerned that if it only operated
on a 13 by 5 basis, PG&E might refuse to pay for delivered electricity.
Monterey requested from PG&E to limit its operations to the 13 by 5 basis,
but this request was denied. As a result, effective January 9, 2006, Monterey
ceased its operations. Monterey and PG&E have filed lawsuits against the
other for breach of contract. The Monterey project remains closed as of the date
of this filing.  Additionally, as a result of the shutdown, the
project has not delivered by-product steam since it was shutdown in January
2006. As a result, it may be subject to penalties from the lessor. Monterey
filed a Complaint against PG&E in the San Francisco Superior Court on May
16, 2006 (the “Monterey Complaint”).  The Monterey Complaint seeks damages
for breach of contract, damages for PG&E’s breach of the implied covenant of
good faith and fair dealing, and a claim for declaratory relief against
PG&E, seeking a judicial determination that PG&E’s conduct materially
breached the parties’ agreement and justified Monterey’s suspension of
performance. Monterey is seeking damages against PG&E estimated at
approximately $5 million.
  7
 Table of Contents
  On May
14, 2007, PG&E filed a Complaint in San Francisco Superior Court against
Monterey (the “PG&E Complaint”).  The PG&E Complaint arises out of
the same transactions and occurrences that gave rise to the Monterey Complaint
against PG&E.  PG&E asserted claims for compensatory damages for
breach of contract and breach of the implied covenant of good faith and fair
dealing as well as “restitution” of capacity payments made to Monterey on a
theory of unjust enrichment, and declaratory relief for repayment of capacity
payments made to the Monterey. PG&E was seeking restitution damages
against Monterey estimated at approximately $4.8 million.
 
 The
claims made by PG&E have been made solely against Monterey and do not
involve any claims against the Trust.In March
2008, Monterey and PG&E reached a tentative settlement of all claims against
each other. The Managing Shareholder cannot project the timing of this
settlement, or if such a settlement will occur because,
among other things, such settlement is subject to regulatory
approvals.
 
 On August
16, 2006, the Managing Shareholder of the Trust and affiliates of the Trust,
filed lawsuits against the former independent registered public accounting firm
for the Trust, Perelson Weiner, LLP (“Perelson Weiner”), in New Jersey Superior
Court.  The suits alleged professional malpractice and breach of contract
in connection with audit and accounting services performed by Perelson Weiner.
On October 20, 2006, Perelson Weiner filed a counterclaim against the Trust, and
its affiliates alleging breach of contract due to unpaid invoices totaling $1.2
million. Discovery is ongoing and no trial date has been set. The costs and
expenses of the litigation are being paid for by the Managing Shareholder and
affiliated management companies and not the underlying investment funds,
including the Trust.
  ITEM
1A.  RISKFACTORS
 
 There
have been no material changes to the risk factors disclosed in the
Trust's 2007 Form 10-K.
 
 ITEM
2.    UNREGISTERED SALES OF EQUITY SECURITIES AND
USE OF PROCEEDS
 
 None.
 
 ITEM
3.     DEFAULTS UPON SENIOR
SECURITIES
 
 None.
 
 ITEM
4.     SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS
 
 None.
 
 ITEM
5.     OTHER INFORMATION
 
 None.
 
 ITEM
6.     EXHIBITS
  Exhibit
      No.
              
              Description31.1
              *
              Certification
      of Randall D. Holmes, Chief Executive Officer of the Registrant, pursuant
      to Securities Exchange Act Rule 13a-14(a).31.2
              *
              Certification
      of Jeffrey H. Strasberg, Chief Financial Officer of the Registrant,
      pursuant to Securities Exchange Act Rule 13a-14(a).32
              *
              Certifications
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      The Sarbanes-Oxley Act of 2002, signed by Randall D. Holmes, Chief
      Executive Officer of the Registrant, and Jeffrey H. Strasberg, Chief
      Financial Officer of the
Registrant.
 
 *           Filed
herewith.
  8
 Table of Contents
  SIGNATURES
 
 Pursuant
to the requirements 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 IIDate: 
      May 6, 2008
              By:
              /s/ 
      Randall D. HolmesRandall
      D. HolmesPresident
      and Chief Executive Officer(Principal
      Executive Officer)
   Date: 
      May 6, 2008
              By:
              /s/ 
      Jeffrey H. StrasbergJeffrey
      H. StrasbergExecutive
      Vice President and Chief Financial Officer(Principal
      Financial and Accounting Officer)
    9