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, 1998

Commission File Number            0-21304

             RIDGEWOOD ELECTRIC POWER TRUST II
(Exact name of registrant as specified in its charter.)

     Delaware, U.S.A.               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)

Registrant's telephone number, including area code:
(201) 447-9000

       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 I - FINANCIAL STATEMENTS
<TABLE>  
RIDGEWOOD ELECTRIC POWER TRUST II
BALANCE SHEET  

<CAPTION>  
                                               March 31,       December 31,
                                                  1998               1997
                                               (unaudited)
<S>                                       <C>                <C>             
Assets:

Investments in power generation projects   $   12,609,307        $ 12,609,307
Cash and cash equivalents                          50,054             175,818
Notes receivable from sale of investment        2,428,994           2,521,001
Due from affiliates     	                     80,870             144,113
Other assets                                        2,501               2,436
   Total assets                            $   15,171,726        $ 15,452,675
               
               
               
               
Liabilities and Shareholders' Equity:               
               
Accounts payable and accrued expenses      $       17,855        $     32,186
Due to affiliates                                 125,166             156,735
   Total liabilities                              143,021             188,921
               
               
Shareholders' equity:               
Shareholders' equity (235.3775 shares 
  issued and outstanding)                      15,079,660          15,312,360
Managing shareholder's
  accumulated deficit                             (50,955)            (48,606)
               
   Total shareholders' equity                  15,028,705          15,263,754
               
   Total liabilities and
    shareholders' equity                   $   15,171,726        $ 15,452,675
                 
               
<FN>    

See accompanying note to financial statements.

</TABLE>

<PAGE> 
<TABLE>         

RIDGEWOOD ELECTRIC POWER TRUST II
STATEMENTS OF OPERATIONS (Unaudited)  

<CAPTION>  

                                               Three months ended 
                                              March 31,     March 31, 
                                                1998          1997 


<S>                                          <C>          <C>              

Revenue:
Income from power generation projects          $236,154   $ 529,269
Interest income                                  55,422       1,996
   Total revenue                                291,576     531,265

Expenses:
Project due diligence costs                         ---       2,671 
Management fee                                   95,721         ---
Accounting and legal fees                        25,656       9,097        
Writedown of electric power equipment               ---     281,018         
Miscellaneous                                    12,680       4,205         
   Total expenses                               134,057     296,991        

Net income                                     $157,519    $234,274    


<FN> 
See accompanying note to financial statements  
</TABLE>

<PAGE>  
<TABLE>  

RIDGEWOOD ELECTRIC POWER TRUST II 
STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY (Unaudited)  
                             
<CAPTION>   
                                                 Managing
                               Shareholders     Shareholder      Total
                                                                                  

<S>                            <C>             <C>           <C>            

Shareholders' equity,
  December 31, 1997             $15,312,360     $(48,606)     $15,263,754

Cash distributions                 (388,643)      (3,925)        (392,568)

Net income for the period           155,943        1,576          157,519

Shareholders' equity,
  March 31, 1998                $15,079,660     $(50,955)      $15,028,705      

<FN>  
See accompanying note to financial statements  

</TABLE>  

<PAGE> 
<TABLE>  

RIDGEWOOD ELECTRIC POWER TRUST II
STATEMENTS OF CASH FLOWS (Unaudited)  


                                           Three months ended               
                                       March 31,         March 31,         
                                         1998              1997              
                                                                          
<S>                                  <C>               <C>

Cash flows from operating
  activities:
Net income                             $157,519           $234,274        

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

Writedown of electric power
  equipment                                ---             281,018
Proceeds from note receivable            92,007                ---        

Changes in assets and liabilities:
  Increase in other assets                  (65)            (3,379)
  Decrease in accounts payable 
    and accrued expenses                (14,331)           (74,382)
  Increase in due to 
    affiliates, net                      31,674            238,796

Total adjustments                       109,285            442,053

Net cash provided by operating 
  activities                            266,804            676,327 

Cash flows from financing 
  activities:
Cash distributions to
  shareholders                         (392,568)          (497,880)
Net cash used in 
  financing activities                 (392,568)          (497,880)

Net (decrease) increase in
 cash and cash equivalents             (125,764)           178,447
Cash and cash equivalents
  beginning of year                     175,818              ---
Cash and cash equivalents
  end of period                      $   50,054         $  178,447

<FN>  
See accompanying note to financial statements  

</TABLE>

<PAGE> 
  

Ridgewood Electric Power Trust I
Note to Financial Statements               

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 representation of the results for the 
interim periods.  Additional footnote disclosure concerning accounting 
polices and other matters are disclosed in Ridgewood Electric Power Trust 
II's financial statements included in the 1997 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  
  
This Quarterly Report on Form 10-Q, like 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.  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 forward-looking 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 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.  

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.


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

Introduction

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

Results of Operations  
Quarter ended March 31, 1998 compared to quarter ended March 31, 1997

As summarized below, total revenue decreased 45.0% to $292,000 in the first 
quarter of 1998 compared to $531,000 in the first quarter of 1997, 
primarily due to the absence of revenues related to the Columbia project 
and a project development limited partnership:

Project               	    1998               1997             

Monterey        	       $ 147,000        $  136,000     
Berkshire         	    88,000            96,000     
Columbia         	             ---           165,000     
San Diego        	             ---            50,000    
Sunkist              	     1,000             9,000    
Project development	       ---            73,000
Interest income		    56,000             2,000                

Total    			 $ 292,000         $ 531,000    

The Monterey, Berkshire and Sunkist Projects had relatively unchanged 
operating results in the first quarter of 1998. The Trust received $50,000 
of distributions from the San Diego project in the first quarter of 1997 
prior to its sale.   In the first quarter of 1998, the Trust recorded 
$50,000 of interest income from the note that it received from the sale of 
the San Diego project.  The Columbia Project did not make a cash 
distribution in the first quarter of 1998 because its profit margin was 
negatively impacted by increased competition from other waste management 
companies operating in the region. In addition, the Trust received a $73,000 
distribution in the first quarter of 1997 from a project development limited 
partnership for which the Trust had previously written off its investment.  
Interest income increased to $55,000 in 1998 compared to $2,000 in 1997 due 
to interest income earned on the note received from the sale of the San 
Diego project. 

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

Liquidity and Capital Resources

In 1997, the Trust and Fleet Bank, N.A. (the "Bank") entered into a 
revolving line of credit agreement, whereby the Bank provides a three year 
committed line of credit facility of $750,000.  Outstanding borrowings bear 
interest at the Bank's prime rate or, at the Trust's choice, at LIBOR plus 
2.5%.  The credit agreement requires the Trust to maintain a ratio of total 
debt to tangible net worth of no more than 1 to 1 and a minimum debt 
service coverage ratio of 2 to 1.  The credit facility was obtained in 
order to allow the Trust to operate using a minimum amount of cash, 
maximize the amount invested in Projects and maximize cash distributions to 
shareholders.  There were no borrowing under line of credit in 1998.

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's 
policy is to distribute as much cash as is prudent to shareholders.  
Accordingly, the Trust has not found it necessary to retain a significant 
amount of working capital.  The amount of working capital retained is 
further reduced by the availability of the line of credit facility.

The Trust anticipates that its cash flow during 1998 and line of credit 
facility will be adequate to fund its obligations.

<PAGE>

                 PART II - OTHER INFORMATION
                              
Item #1 Legal Proceedings

On February 28, 1997 Michael Cutbirth, an individual, sued the Managing
Shareholder in the Superior Court of California, Kern County, claiming
unspecified damages (which may include a claim for an equity interest) 
for breach of an alleged confidentiality agreement relating to the 
acquisition of the Monterey Project.  The Managing Shareholder has 
successfully removed the lawsuit to the United States District Court for 
the Eastern District of California.  Discovery has been completed and 
motions for summary judgment are pending.  The Managing Shareholder 
believes that it has ample defenses to Mr. Cutbirth's claims and that it 
will defend the action vigorously.

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

           RIDGEWOOD ELECTRIC POWER TRUST II
             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 14, 1998          By /s/ Martin V. Quinn
Date                         Martin V. Quinn
                         Senior Vice President and
                         Chief Financial Officer
                        (signing on behalf of the
                         Registrant and as principal
                         financial officer)