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, 2000

                         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, 2000



<PAGE>



Ridgewood Electric Power Trust II
Balance Sheet
--------------------------------------------------------------------------------
                                                    March 31,     December 31,
                                                     2000            1999
                                                  (unaudited)
                                                  ------------    ------------
Assets:
Investments in power generation projects ......   $ 10,392,856    $ 10,274,790
Cash and cash equivalents .....................        202,912         537,541
Notes receivable from sale of investment ......      1,621,028       1,729,181
Other assets ..................................          1,724           3,306
                                                  ------------    ------------
     Total assets .............................   $ 12,218,520    $ 12,544,818
                                                  ------------    ------------
Liabilities and Shareholders' Equity:
Accounts payable and accrued expenses .........   $     21,642    $     49,923
Borrowings under line of credit agreements ....           --           400,000
Due to affiliates .............................        131,730         153,191
                                                  ------------    ------------
     Total liabilities ........................        153,372         603,114

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

Shareholders' equity:
Shareholders' equity (235.3775 shares issued
 and outstanding) .............................     12,145,740      12,023,530
Managing shareholder's accumulated deficit ....        (80,592)        (81,826)
                                                  ------------    ------------
    Total shareholders' equity ................     12,065,148      11,941,704
                                                  ------------    ------------
     Total liabilities and shareholders' equity   $ 12,218,520    $ 12,544,818
                                                  ------------    ------------







                 See accompanying note to financial statements.


<PAGE>



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

                                              Three months ended
                                             March 31,   March 31,
                                               2000        1999
                                             ---------  ---------
Revenue:
     Income from power generation projects   $110,523   $137,247
     Interest income .....................     34,962     42,855
                                             ---------  ---------
          Total revenue ..................    145,485    180,102
                                             ---------  ---------

Expenses:
     Management fee ......................       --       55,607
     Accounting and legal fees ...........      8,079     14,203
     Miscellaneous .......................     13,962     20,275
                                             ---------  ---------
          Total expenses .................     22,041     90,085
                                             ---------  ---------

         Net income ......................   $123,444   $ 90,017
                                             ---------  ---------









                 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, 1999 .....   $12,023,530   $   (81,826)   $11,941,704

Net income for the period       122,210         1,234        123,444
                            -------------  -----------   -----------
Shareholders' equity,
  March 31, 2000 ........   $12,145,740   $   (80,592)   $12,065,148
                            -------------  -----------   -----------













                  See accompanying note to financial statements


<PAGE>


Ridgewood Electric Power Trust II
Statement of cash flows (unaudited)
--------------------------------------------------------------------------------

                                                           Three Months Ended
                                                          March 31,    March 31,
                                                            2000         1999
                                                         ---------    ---------
Cash flows from operating activities:
 Net income ..........................................   $ 123,444    $  90,017
                                                         ---------    ---------
 Adjustments to reconcile net income to net
  cash flows from operating activities
  Investment in power generation projects ............    (118,066)     (55,182)
  Proceeds from note receivable ......................     108,153       99,864
  Changes in assets and liabilities:
   Decrease in other assets ..........................       1,582          758
   (Decrease) increase in accounts payable
    and accrued expenses .............................     (28,281)      37,901
   Decrease in due to affiliates .....................     (21,461)     (38,051)
                                                         ---------    ---------
   Total adjustments .................................     (58,073)      45,290
                                                         ---------    ---------
   Net cash provided by operating activities .........      65,371      135,307
                                                         ---------    ---------

Cash flows from financing activities:
 Cash distributions to shareholders ..................        --       (285,307)
 Repayment of borrowings under line of credit facility    (400,000)        --
 Borrowing under line of credit facility .............        --        150,000
                                                         ---------    ---------
   Net cash used in financing activities .............    (400,000)    (135,307)
                                                         ---------    ---------

Net decrease in cash and cash equivalents ............    (334,629)        --

Cash and cash equivalents, beginning of period .......     537,541         --
                                                         ---------    ---------

Cash and cash equivalents, end of period .............   $ 202,912    $    --
                                                         ---------    ---------






                 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 1999  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 rounded to the nearest $1,000.

Introduction

The  Trust  carries  its  investment  in  Projects  at fair  value  and does not
consolidate  its  financial  statements  with the  financial  statements  of the
Projects.  Revenue is recorded by the Trust 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, 2000 compared to quarter ended March 31, 1999

Total revenue  decreased 38.4% to $145,000 in the first quarter of 2000 compared
to  $180,000  in  the  first  quarter  of  1999,   primarily  because  of  lower
distribution  income from the Monterey Project reflecting  increased legal costs
associated with the dispute with Pacific Gas and Electric Company.  In addition,
interest  income was $8,000 lower in the first  quarter of 2000  compared to the
first  quarter of 1999 because  interest  represents a declining  portion of the
constant monthly payments on the Trust's note receivable.

Total expenses decreased $68,000 (75.5%) to $22,000 in the first quarter of 2000
compared to $90,000 in the same period in 1999,  primarily  due to the waiver of
the management fee which was $56,000 in the first quarter of 1999 and would have
been $44,781 for the first  quarter of 2000. In addition,  accounting  and legal
fees declined by $6,000 and miscellaneous expenses also declined by $6,000.

     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 1999 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.

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.  Borrowings  under the credit facility of
$400,000 at December 31, 1999 were repaid in the quarter ended March 31, 2000.

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 2000 will be
adequate to fund its obligations.


Forward-looking statement advisory

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

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

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

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



<PAGE>


PART II - OTHER  INFORMATION

Item 1. Legal  Proceedings

Please  refer to Item 3 of the Trust's  Annual  Report on Form 10-K for the year
1999 for a description of the existing litigation between the Trust's subsidiary
that owns the Monterey  Project and Pacific Gas and Electric  Company  ("PG&E").
The Trust and PG&E have agreed to dismiss the current litigation in the Superior
Court of California for San  Francisco,  without  prejudice.  This is being done
with the  expectation  that the dispute  will be brought to the  Federal  Energy
Regulatory Commission ("FERC"),  which has jurisdiction to determine whether the
Monterey Project is and has been a qualifying  facility.  The Trust expects FERC
proceedings to begin late in the second quarter of 2000. The Trust and PG&E will
be entitled to complete a limited  amount of discovery  after the  dismissal for
use in the FERC proceedings or any further actions.

The  Trust  anticipates  that  administrative  proceedings  before  FERC will be
materially  less expensive than the costs of litigation in California,  although
there can be no  assurance  that  this  will in fact be the case.  The Trust has
resumed payment of quarterly  distributions  because it believes that it will be
receiving  cash flow from the  Monterey  Project as a result of the lower  legal
costs. If the Trust is incorrect, it may have to reduce or suspend distributions
again.


<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 15, 2000                    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)