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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934.


                  For the quarterly period ended March 31, 2005

                         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 [ ] I assume we check yes because
we will be filing the other required reports at the same time.

<PAGE>

                                                 PART I. - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

<TABLE>
<CAPTION>
Ridgewood Electric Power Trust II
Consolidated Balance Sheets

--------------------------------------------------------------------------------
<S>                                                                             <C>                     <C>
                                                                                   March 31,              December 31,
                                                                                     2005                     2004
                                                                               ------------------       -----------------
                                                                                  (unaudited)              (audited)
Assets:
Cash and cash equivalents                                                              $ 401,776               $ 429,790
Trade receivables                                                                        196,561                 215,645
Current portion of notes receivable from the transfer of investment in
   limited partnership interests under contractual agreements                            140,797                 363,240
Current portion of unrealized gain on gas purchase contract                              816,809                 506,868
Other current assets                                                                      48,664                  52,462
                                                                               ------------------       -----------------
       Total current assets                                                            1,604,607               1,568,005

Plant and equipment                                                                    3,468,542               3,468,542
Accumulated depreciation                                                              (2,154,291)             (2,097,272)
                                                                               ------------------       -----------------
                                                                                       1,314,251               1,371,270
                                                                               ------------------       -----------------

Electric power sales contract                                                          3,032,000               3,032,000
Accumulated amortization                                                              (1,243,120)             (1,212,800)
                                                                               ------------------       -----------------
                                                                                       1,788,880               1,819,200
                                                                               ------------------       -----------------

Non-current portion of unrealized gain on gas purchase contract                          332,475                 258,546
                                                                               ------------------       -----------------

        Total assets                                                                 $ 5,040,213             $ 5,017,021
                                                                               ------------------       -----------------

Liabilities and Shareholders' Equity (Deficit):
Liabilities:
Accounts payable and accrued expenses                                                    $ 9,602                $ 11,186
Accrued fuel expense                                                                     119,000                  71,606
Accrued professional fees                                                                 35,171                  59,189
Due to affiliates                                                                         21,014                  61,699
                                                                               ------------------       -----------------
         Total current liabilities                                                       184,787                 203,680

Commitments and contingencies

Shareholders' Equity (Deficit):
Shareholders' equity (deficit) (235.3775 investor shares issued
  and outstanding)                                                                     5,008,115               4,966,451
Managing shareholder's accumulated deficit (1 management
  share issued and outstanding)                                                         (152,689)               (153,110)
                                                                               ------------------       -----------------
         Total shareholders' equity (deficit)                                          4,855,426               4,813,341
                                                                               ------------------       -----------------

         Total liabilities and shareholders' equity (deficit)                        $ 5,040,213             $ 5,017,021
                                                                               ------------------       -----------------
</TABLE>

        See accompanying notes to the consolidated financial statements.

<PAGE>

<TABLE>
<CAPTION>
Ridgewood Electric Power Trust II
Consolidated Statements of Operations (unaudited)

--------------------------------------------------------------------------------
<S>                                                            <C>                      <C>
                                                                         Three Months Ended
                                                               -----------------------------------------
                                                                   March 31,               March 31,
                                                                     2005                    2004
                                                               ------------------       ----------------
Power generation revenue                                               $ 563,265              $ 633,214

Cost of revenue                                                          512,107                554,905
                                                               ------------------       ----------------
Gross profit                                                              51,158                 78,309
                                                               ------------------       ----------------
Operating expenses:
General and administrative                                                19,653                 42,876
Management fee to managing shareholder                                    18,051                 22,776
                                                               ------------------       ----------------
          Total operating expenses                                        37,704                 65,652
                                                               ------------------       ----------------

Income from operations                                                    13,454                 12,657
                                                               ------------------       ----------------

Other income:
Interest income                                                            1,394                  1,331
Unrealized gain on gas purchase contracts, net                           383,870                232,602
                                                               ------------------       ----------------
          Total other income                                             385,264                233,933
                                                               ------------------       ----------------

Net income                                                             $ 398,718              $ 246,590
                                                               ------------------       ----------------
</TABLE>
        See accompanying notes to the consolidated financial statements.

<PAGE>

<TABLE>
<CAPTION>
Ridgewood Electric Power Trust II
Consolidated Statements of Cash Flows (unaudited)

--------------------------------------------------------------------------------
<S>                                                                           <C>                      <C>
                                                                                           Three Months Ended
                                                                              -------------------------------------------
                                                                                  March 31,                March 31,
                                                                                     2005                    2004
                                                                              -------------------      ------------------
Cash flows from operating activities:
     Net income                                                                        $ 398,718               $ 246,590
                                                                              -------------------      ------------------
     Adjustments to reconcile net income to net cash provided by
       operating activities:
        Depreciation and amortization                                                     87,339                  86,662
       Unrealized gain on gas purchase contract                                         (383,870)               (232,602)
     Changes in assets and liabilities:
       Trade receivables                                                                  19,084                  (6,868)
       Other current assets                                                                3,798                  (4,920)
       Accounts payable and accrued expenses                                              21,792                 (51,357)
       Due to/from affiliates, net                                                       (40,685)                (10,048)
                                                                              -------------------      ------------------
               Total adjustments                                                        (292,542)               (219,133)
                                                                              -------------------      ------------------
               Net cash provided by operating activities                                 106,176                  27,457
                                                                              -------------------      ------------------
Cash flows from investing activities:
     Proceeds from notes  receivable                                                     222,443                 133,333
                                                                              -------------------      ------------------
               Net cash provided by investing activities                                 222,443                 133,333
                                                                              -------------------      ------------------
Cash flows from financing activities:
     Cash distributions to shareholders                                                 (356,633)               (356,633)
                                                                              -------------------      ------------------
               Net cash used in financing activities                                    (356,633)               (356,633)
                                                                              -------------------      ------------------

Net decrease in cash and cash equivalents                                                (28,014)               (195,843)
Cash and cash equivalents, beginning of year                                             429,790               1,218,009
                                                                              -------------------      ------------------
Cash and cash equivalents, end of period                                               $ 401,776             $ 1,022,166
                                                                              -------------------      ------------------
</TABLE>
        See accompanying notes to the consolidated financial statements.

<PAGE>


Ridgewood Electric Power Trust II
Notes to the Consolidated Financial Statements (unaudited)
--------------------------------------------------------------------------------

1. General

The  accompanying  unaudited  consolidated  financial  statements  of  Ridgewood
Electric  Power  Trust  II  (the  "Trust")  were  prepared  in  accordance  with
accounting  principles  generally  accepted in the United  States of America for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation  S-X.  Accordingly,  they do not include all of the information
and footnotes required by accounting principles generally accepted in the United
States of America. In the opinion of management,  all adjustments (consisting of
normal recurring accruals)  considered  necessary for a fair presentation of the
financial condition of the Trust have been included.  Certain  reclassifications
have been made to the prior year's consolidated  financial statements to conform
to the current year's presentation. Operating results for the three month period
ended March 31, 2005 are not  necessarily  indicative of the results that may be
expected for the fiscal year ending December 31, 2005. The consolidated  balance
sheet at  December  31,  2004 has been  derived  from the  audited  consolidated
financial  statements  at that date but does not include all of the  information
and footnotes required by generally accepted accounting principles in the United
States of America. For further information,  refer to the consolidated financial
statements and footnotes  thereto  included in the Trust's Annual Report on Form
10-K for the year ended December 31, 2004, as filed with the U.S. Securities and
Exchange Commission ("SEC").

The consolidated  financial statements include the accounts of the Trust and its
wholly-owned  subsidiaries.  All material  intercompany  transactions  have been
eliminated.

The Trust's  notes  receivable  from the transfer of its  investment  in limited
partnership  interests under  contractual  arrangements  are being accounted for
using the cost recovery method prescribed by SEC Staff Accounting Bulletin Topic
5E since the recovery of interest and principal under the these notes receivable
are  dependent  solely upon the  operating  results of the  limited  partnership
investments.

2. Related Party Transactions

Pursuant to an agreement with the Trust's  projects,  Ridgewood Power Management
LLC ("Ridgewood  Management"),  an entity related to Ridgewood  Renewable Power,
LLC (the "Managing Shareholder") through common ownership,  provides management,
purchasing,  engineering,  planning and administrative  services to the projects
owned by the Trust.  Ridgewood  Management in reimbursed by the Trust's projects
at its cost for the services it provides  such  projects  and for the  allocable
amount  of  certain  overhead  items.  Allocations  of costs are on the basis of
identifiable  direct  costs or in  proportion  to amounts  invested  in projects
managed by Ridgewood  Management.  For the three months ended March 31, 2005 and
2004,  Ridgewood  Management  charged the Monterey  Project $23,539 and $31,612,
respectively,  for overhead items allocated in proportion to the amount invested
in  projects  managed.  For the three  months  ended  March  31,  2005 and 2004,
Ridgewood  Management  charged the California Pumping Project $4,220 and $4,960,
respectively,  for overhead items allocated in proportion to the amount invested
in  projects  managed.  Ridgewood  Management  also  charged  the  Monterey  and
California  Pumping projects for all of the direct  operating and  non-operating
expenses incurred during the period.

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. At March 31, 2005 and
December  31,  2004,  the Trust had  outstanding  amounts  due to the  following
affiliates:



                                                      Due To
                                          -----------------------------------
                                             March 31,       December 31,
                                                2005             2004
                                          -----------------------------------
Ridgewood Power Management LLC               $ 20,461          $ 60,985
Other affiliates                                  553               714
                                          -----------------------------------
         Total                               $ 21,014          $ 61,699
                                          -----------------------------------

3. 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 the sale of electric  energy at wholesale,  by the Monterey  Project,
and at retail, by the California Pumping Project.

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.

<TABLE>
<CAPTION>
The financial data for business segments are as follows:

<S>                                            <C>                          <C>

                                                                   Wholesale
                                               -----------------------------------------------------
                                                  As of and For the Three Months Ended March 31,
                                               -----------------------------------------------------
                                                        2005                         2004
                                               ----------------------       ------------------------

Revenue                                                 $ 559,523                    $ 577,172
Depreciation and amortization                              61,125                       61,125
Operating income                                          138,967                      130,016
Unrealized gain on gas purchase contract                  383,870                      232,602
Total assets                                            4,389,090                    4,202,713
Capital expenditures                                            -                            -

                                                                     Retail
                                               -----------------------------------------------------
                                                  As of and For the Three Months Ended March 31,
                                               -----------------------------------------------------
                                                        2005                         2004
                                               ----------------------       ------------------------

Revenue                                                  $ 3,742                      $ 56,042
Depreciation and amortization                             26,214                        25,537
Operating loss                                           (85,816)                      (54,827)
Unrealized gain on gas purchase contract                       -                             -
Total assets                                              99,650                       205,448
Capital expenditures                                           -                             -

                                                                   Corporate
                                               -----------------------------------------------------
                                                  As of and For the Three Months Ended March 31,
                                               -----------------------------------------------------
                                                        2005                         2004
                                               ----------------------       ------------------------

Revenue                                                      $ -                           $ -
Depreciation and amortization                                  -                             -
Operating loss                                           (39,697)                     (62,532)
Unrealized gain on gas purchase contract                       -                             -
Total assets                                             551,473                     1,752,608
Capital expenditures                                           -                             -

                                                                      Total
                                               -----------------------------------------------------
                                                  As of and For the Three Months Ended March 31,
                                               -----------------------------------------------------
                                                        2005                         2004
                                               ----------------------       ------------------------

Revenue                                                $ 563,265                     $ 633,214
Depreciation and amortization                             87,339                        86,662
Operating income                                          13,454                        12,657
Unrealized gain on gas purchase contract                 383,870                       232,602
Total assets                                           5,040,213                     6,160,769
Capital expenditures                                           -                             -


</TABLE>



4.   Subsequent Events

On June 14, 2005, the Managing Shareholder  received  notification from Wachovia
Bank that its Line of Credit was extended through September 30, 2005.

<PAGE>

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

The following  information  should be read in conjunction  with the accompanying
consolidated  financial  statements  and the  associated  notes  thereto of this
Quarterly  Report,  and the audited  consolidated  financial  statements and the
notes  thereto  and  our  Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations  contained in our Annual Report on Form 10-K
for the year ended  December 31,  2004,  as filed with the U.S.  Securities  and
Exchange Commission.

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.

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 2004 Form 10-K. There have been no
substantive changes to those policies and estimates.

Outlook

The  Monterey  Project  is a  "Qualified  Facility,"  as  defined  by the Public
Utilities  Regulatory  Policies  Act of 1978 and  currently  sells its  electric
output under a power contract with Pacific Gas & Electric  Company ("PG&E") that
expires in 2020 ("Power Contract"). Upon expiration or termination, of the Power
Contract,  the Monterey Project will be a "merchant plant," meaning that it will
sell its electric output to the market or to various  third-parties  but at then
current market prices as opposed to long-term fixed price power contracts. There
can be no assurance  that future  market  prices will be sufficient to allow the
Monterey Project to operate profitably.

The California  Pumping  Project owns  irrigation  well pumps in Ventura County,
California,  which supply  water to farmers.  The demand for water pumped by the
project varies inversely with rainfall in the area.

Results of Operations

Power generation  revenue  decreased  $70,000,  or 11%, to $563,000 in the first
quarter of 2005  compared to $633,000 in the first  quarter of 2004. As a result
of the extreme  rainy  weather  conditions  experienced  in Southern  California
during the first quarter of 2005,  the need to pump well water for crop watering
was not  necessary.  Revenues  generated  from the  California  Pumping  project
decreased $53,000.

Cost of revenue  decreased  $43,000  to  $512,000  in the first  quarter of 2005
compared to $555,000 in the first quarter of 2004. The decrease is the result of
the $22,000 decrease in the operations of the California  Pumping  projects.  In
addition,  the  Monterey  Project  records and pays for its natural gas on a net
basis (contracted purchase quantities less contracted re-sale quantities).  As a
result,  cost of revenue is net of the realized  gains received from the re-sale
of contracted quantities of natural gas by the Monterey Project to its supplier.
Net fuel  expense for the first  quarter of 2005 was $40,000 less then the prior
year. For the quarter ended March 31, 2005, the Monterey Project  experienced an
increase in other production expenses of $19,000,  for a net decrease in cost of
revenue of $21,000 compared to the quarter ended March 31, 2004.

Gross profit,  which  represents  power  generation  revenue  reduced by cost of
revenue,  decreased  by $27,000 to  $51,000  in the first  quarter of 2005.  The
decrease is primarily the result of the reduction in power generation  partially
offset by the corresponding decrease in production expenses.

General and  administrative  expenses  decreased $23,000 to $20,000 in the first
quarter of 2005 compared to $43,000 in the first  quarter of 2004.  The decrease
is due the lower professional fees incurred in the current quarter.

The management fee for the first quarter of 2005 was $18,000 compared to $23,000
for the first  quarter of 2004.  The decrease is the result of the Trust's lower
net asset balance, upon which the management fee is calculated.

As  result  of the  decrease  in gross  profit  and the  decrease  in  operating
expenses, income from operations for both periods was $13,000.

Unrealized gain on gas purchase contracts, increased by $151,000, to $384,000 in
the first  quarter  of 2005 from  $233,000  in the first  quarter  of 2004.  The
increase  is a  result  of the  increase  in the  market  price of  natural  gas
partially  offset by the lower  volume of gas  remaining  under  contract in the
current quarter.

Net income for the first  quarter of 2005  increased  by  $152,000,  to $399,000
compared to $247,000 in the first quarter of 2004. The increase is  attributable
to the  increase in  unrealized  gain on gas  purchase  contracts in the current
period.

Liquidity and Capital Resources

At March 31,  2005,  the  Trust  had cash and cash  equivalents  of  $402,000  a
decrease of $28,000  compared  to December  31,  2004.  The  decrease is the net
effect of the  $106,000  received  from  operating  activities  and the $222,000
collected on notes receivable,  offset by the $357,000 of distributions  paid to
shareholders.

The Trust expects that its cash flows from  operations  and cash on hand will be
sufficient to fund its obligations and any declared  distributions  for the next
twelve months.  The Trust has  historically  financed its  operations  from cash
generated  from  its  subsidiaries  operations.  Obligations  of the  Trust  are
generally limited to payment of management fees to the Managing  Shareholder and
payments  for certain  administrative,  accounting  and legal  services to third
persons.  Accordingly, the Trust has not found it necessary to retain a material
amount of working capital.

Cash provided by operating  activities for the three months ended March 31, 2005
was $106,000  compared to $27,000 for the three months ended March 31, 2004. The
increase in cash flow is in part due to the lower  outstanding trade receivables
and increase in accounts payable at March 31, 2005.

Cash provided by investing activities for the first quarter of 2005 increased to
$222,000 from $133,000 for the first quarter of 2004. The increase is due to the
scheduled increase in principal received under the respective notes receivable.

Cash used in  financing  activities  was  $357,000 for the first three months of
2005 and 2004. The $357,000 represents the distributions made to shareholders in
each year.

On  June  26,  2003,  the  Managing  Shareholder  of the  Trust  entered  into a
$5,000,000  Revolving Credit and Security  Agreement with Wachovia Bank National
Association ("Credit Agreement").  The agreement allows the Managing Shareholder
to obtain  loans and  letters of credit for the  benefit of the trusts and funds
that it manages.  On February 20, 2004,  the Managing  Shareholder  and Wachovia
Bank  amended  the  agreement  increasing  the amount to  $6,000,000.  Recently,
Wachovia Bank and the Managing Shareholder amended the Credit Agreement again to
extend its  expiration to September  30, 2005. As part of the Credit  Agreement,
the Trust  separately  agreed with  Wachovia  Bank to limit its ability to incur
indebtedness, liens and provide guarantees.

In August 2003,  the Trust issued through its bank at that time a standby letter
of  credit,  in the  amount of  $504,000  to secure  the gas  purchases  for the
Monterey project. The Trust used the Managing Shareholder's credit facility with
Wachovia to collateralize the letters of credit. In August of 2004, the supplier
of natural gas to the Monterey  project  agreed to reduce the standby  letter of
credit to $230,000.

The Monterey  Project  operates  under a Power Contract that expires in 2020. In
addition,  the Monterey Project has certain  long-term  obligations  pursuant to
certain Gas Purchase and Re-sale Agreements,  which expire in August 2006. As of
March 31, 2005,  the Monterey  Project had  $1,935,000  remaining  under its gas
purchase  agreement,  of which  $918,000 is  committed to being sold back to the
vendor.  The Monterey  Project has a long-term  operating  ground  lease,  which
expires in May 2021 and requires  annual  minimum  payments of  $337,000.  These
long-term  obligations  are not  guaranteed  by the  Trust.  The  Trust  and its
subsidiaries expect 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 3. Quantitative and Qualitative Disclosures About Market Risk

The Trust's primary market risk exposure is limited interest rate risk caused by
fluctuations  in short-term  interest  rates.  The Trust does not anticipate any
changes in its primary market risk exposure.  The Trust does not trade in market
risk sensitive instruments.

Item 4. Controls and Procedures

The Trust's Chief  Executive  Officer and Chief Financial  Officer  conducted an
evaluation of the  effectiveness and design of the Trust's  disclosure  controls
and procedures  pursuant to Rule 13a-15 of the  Securities  Exchange Act of 1934
(the "Exchange Act").  Based upon that evaluation,  the Chief Executive  Officer
and Chief  Financial  Officer each concluded  that the  disclosure  controls and
procedures were effective.

There have been no  significant  changes in the  internal  controls  or in other
factors that could  significantly  affect these controls  subsequent to the date
that they completed their evaluation.

The term  "disclosure  controls and  procedures" is defined in Rule 13a-15(e) of
the  Exchange  Act as  "controls  and other  procedures  designed to ensure that
information  required to be  disclosed  by the issuer in the  reports,  files or
submits under the Exchange Act is recorded, processed,  summarized and reported,
within the time periods specified in the [Securities and Exchange]  Commission's
rules and forms." The Trust's disclosure controls and procedures are designed to
ensure that material  information  relating to the consolidated  subsidiaries is
accumulated  and  communicated  to  management,  including  the Chief  Executive
Officer and Chief Financial  Officer,  as appropriate to allow timely  decisions
regarding the required disclosures.

Forward-looking statement advisory

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

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

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

By making these statements now, the Trust is not making any commitment to revise
these forward-looking statements to reflect events that happen after the date of
this document or to reflect unanticipated future events.
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits

Exhibit 32.1 -  Section 1350 Certification of Officers

<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

July 15, 2005                     By /s/ Douglas R. Wilson
Date                              Douglas R. Wilson
                                  Executive Vice President and
                                  Chief Financial Officer
                                  (signing on behalf of the
                                  Registrant and as
                                  principal financial
                                  officer)



<PAGE>


                   CERTIFICATION PURSUANT TO RULE 13A-14 UNDER
                 THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED



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  controls  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 the 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  Registrant's  most recent fiscal quarter that has materially
               affected,  or is  reasonably  likely to  materially  affect,  the
               Registrant's internal control over financial reporting; and

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

          (a)  All  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the Registrant's
               ability  to  record,  process,  summarize  and  report  financial
               information; and

          (b)  Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  Registrant's
               internal control over financial reporting.

Date: July 15, 2005

/s/ Robert E. Swanson

Robert E. Swanson
Chief Executive Officer


<PAGE>



                   CERTIFICATION PURSUANT TO RULE 13A-14 UNDER
                 THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


I, Douglas R. Wilson,  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  controls  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 the 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  Registrant's  most recent fiscal quarter that has materially
               affected,  or is  reasonably  likely to  materially  affect,  the
               Registrant's internal control over financial reporting; and

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

          (a)  All  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the Registrant's
               ability  to  record,  process,  summarize  and  report  financial
               information; and

          (b)  Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  Registrant's
               internal control over financial reporting.


Date: July 15, 2005

/s/ Douglas R. Wilson

Douglas R. Wilson
Chief Financial Officer