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 September 30, 2002

                         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. Consolidated Financial Statements









                        Ridgewood Electric Power Trust II

                        Consolidated Financial Statements

                               September 30, 2002



<PAGE>



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


                                                   September 30,   December 31,
                                                        2002           2001
                                                    -----------    -----------
Assets:
Cash and cash equivalents .......................   $ 1,787,266    $   175,403
Restricted cash .................................       202,570        202,570
Trade receivables ...............................       358,431        267,870
Current portion of note receivable
 from sale of investment ........................       418,787        522,938
Due from affiliates .............................          --           20,200
Other current assets ............................        67,295         35,909
                                                    -----------    -----------

       Total current assets .....................     2,834,349      1,224,890

Investment in B-3 Limited Partnership ...........          --        2,527,395
Note receivable from sale of investment
 in Limited Partnerships ........................     1,151,419           --

Plant and equipment .............................     3,443,695      3,419,000
Accumulated depreciation ........................    (1,585,453)    (1,415,698)
                                                    -----------    -----------
                                                      1,858,242      2,003,302
                                                    -----------    -----------

Electric power sales contract ...................     3,032,000      3,032,000
Accumulated amortization ........................      (939,920)      (848,960)
                                                    -----------    -----------
                                                      2,092,080      2,183,040
                                                    -----------    -----------

Note receivable from sale of investment,
 less current portion ...........................          --          277,528
                                                    -----------    -----------

        Total assets ............................   $ 7,936,090    $ 8,216,155
                                                    -----------    -----------

Liabilities and Shareholders' Equity:
Liabilities:
Accounts payable and accrued expenses ...........   $   368,868    $   230,209
Due to affiliates ...............................        39,252        182,215
                                                    -----------    -----------
        Total current liabilities ...............       408,120        412,424

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

Shareholders' Equity:
Shareholders' equity (235.3775
 investor shares issued and
   outstanding) .................................     7,653,934      7,926,938
Managing shareholder's accumulated
 deficit (1 management share
   issued and outstanding) ......................      (125,964)      (123,207)
                                                    -----------    -----------
       Total shareholders' equity ...............     7,527,970      7,803,731
                                                    -----------    -----------

       Total liabilities and shareholders' equity   $ 7,936,090    $ 8,216,155
                                                    -----------    -----------





       See accompanying notes to the consolidated financial statements.

<PAGE>


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

                           Nine Months Ended             Three Months Ended
                      --------------------------    ---------------------------
                      September 30, September 30,   September 30,  September 30,
                          2002           2001           2002           2001
                                       Restated                      Restated
                      -----------    -----------    -----------    -----------

Power generation
 revenue ..........   $ 2,408,222    $ 1,263,790    $   900,128    $   613,202

Cost of sales .....     2,199,023      1,635,952        782,456        840,056
                      -----------    -----------    -----------    -----------

Gross profit (loss)       209,199       (372,162)       117,672       (226,854)

General and
 administrative
  expenses ........       133,289        410,342         61,562         58,807
Management fee paid
 to managing
  shareholder .....        87,783        133,003         29,255         44,334
                      -----------    -----------    -----------    -----------
   Total other
    operating
     expenses .....       221,072        543,345         90,817        103,141
                      -----------    -----------    -----------    -----------

Income (loss) from
 operations .......       (11,873)      (915,507)        26,885       (329,995)
                      -----------    -----------    -----------    -----------

Other income
 (expense):
  Interest income .        53,601         88,142         14,356         31,325
  Other income
  (expense) .......       144,129        (96,616)       (13,544)       (59,630)
  Equity income
   (loss)from B-3
    Limited
    Partnership ...         2,900         81,165        (51,034)        52,414
                       ----------    -----------    -----------    -----------
   Other income
    (expense),net .       200,630         72,691        (50,222)        24,109
                      -----------    -----------    -----------    -----------


Net income (loss) .   $   188,757    $  (842,816)   $   (23,337)   $  (305,886)
                      -----------    -----------    -----------    -----------


















        See accompanying notes to the consolidated financial statements.


<PAGE>



Ridgewood Electric Power Trust II
Consolidated Statement of Changes in Shareholders' Equity (unaudited)
--------------------------------------------------------------------------------

                                        Managing
                       Shareholders    Shareholder       Total
                        -----------    -----------    -----------

Shareholders' equity,
 December 31, 2001 ..   $ 7,926,938    $  (123,207)   $ 7,803,731

Net income for period       186,869          1,888        188,757

Cash distributions ..      (459,873)        (4,645)      (464,518)
                        -----------    -----------    -----------

Shareholders' equity,
 September 30, 2002 .   $ 7,653,934    $  (125,964)   $ 7,527,970
                        -----------    -----------    -----------




























         See accompanying notes to the consolidated financial statements


<PAGE>




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


                                                          Nine Months Ended
                                                     --------------------------
                                                     September 30, September 30,
                                                         2002           2001
                                                                      Restated
                                                     -----------    -----------

Cash flows from operating activities:
     Net income (loss) ...........................   $   188,757    $  (842,816)
                                                     -----------    -----------

     Adjustments to reconcile net income(loss)
      to net cash flows from operating
         activities:
     Depreciation and amortization ...............       260,715        259,596

     Equity in earnings from unconsolidated
      B-3 Limited Partnership ....................        (2,900)       (81,165)
     Changes in assets and liabilities:
       Increase in restricted cash ...............          --         (202,570)
       (Increase) decrease in trade receivables ..       (90,561)       582,493
       Increase in other current assets ..........       (31,386)       (83,012)
       Increase in accounts payable
        and accrued expenses .....................       138,659        186,621
       (Increase) decrease in due to/from
         affiliates, net .........................      (122,763)        67,674
                                                     -----------    -----------
         Total adjustments .......................       151,764        729,637
                                                     -----------    -----------
       Net cash provided by (used in)
         operating activities ....................       340,521       (113,179)
                                                     -----------    -----------

Cash flows from investing activities:
     Proceeds from note receivable ...............       381,679        355,399
     Cash distribution from B-3 Limited
      Partnership ................................       200,000        200,000
     Cash received from sale of investments,net ..     1,178,876           --
     Capital expenditures ........................       (24,695)          --
                                                     -----------    -----------
      Net cash provided by investing activities ..     1,735,860        555,399
                                                     -----------    -----------

Cash flows from financing activities:
     Cash distribution to shareholders ...........      (464,518)          --
                                                     -----------    -----------
      Net cash used in financing activities ......      (464,518)          --
                                                     -----------    -----------

Net increase in cash and cash equivalents ........     1,611,863        442,220
Cash and cash equivalents, beginning of year .....       175,403        173,054
                                                     -----------    -----------
Cash and cash equivalents, end of period .........   $ 1,787,266    $   615,274
                                                     -----------    -----------













      See accompanying notes to the consolidated financial statements.


<PAGE>


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

1. General

In the opinion of management,  the accompanying unaudited consolidated financial
statements   contain  all   adjustments,   which  consist  of  normal  recurring
adjustments,  necessary for the fair presentation of the results for the interim
periods. Additional footnote disclosure concerning accounting policies and other
manners are  disclosed  in  Ridgewood  Electric  Power  Trust II's  (the"Trust")
consolidated  financial  statements  included in the 2001 Annual  Report on Form
10-K,  which should be read in  conjunction  with these  consolidated  financial
statements.  Certain prior year amounts have been reclassified to conform to the
current year presentation.

The results of operations for an interim period should not necessarily be taken
as indicative of the results of operations that may be expected for a twelve
month period.

2. Summary Results of Operations for Selected Investments

Summary results of operations for the B-3 Limited Partnership, which are
accounted for under the equity method, were as follows:

                        Nine Months Ended        Three Months Ended
                          September 30,             September 30,
                        2002         2001         2002         2001
                     ----------   ----------   ----------   ----------
Revenue ..........   $4,478,000   $4,388,000   $1,683,000   $1,679,000
Operating expenses    4,343,000    4,129,000    1,673,000    1,563,000
Net income* ......      135,000      259,000       10,000      116,000


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

3. Summary of Significant Accounting Policies

Accounting Changes
Effective on January 7, 2002, the shareholders of the Trust consented to end its
election to be treated as a Business  Development  Corporation ("BDC") under the
Investment  Company Act of 1940. As a BDC under the 1940 Act, the Trust utilized
generally accepted accounting principles for investment  companies.  As a result
of the elimination of the BDC status,  the Trust now utilizes generally accepted
accounting principles for operating companies.  In accordance with the generally
accepted  accounting  principles  for  BDCs,  investments  in  power  generation
projects were stated at fair value in previously issued financial statements. As
a result of the elimination of the BDC status,  consolidation  and equity method
accounting principles now apply to the accounting for investments.  Accordingly,
the financial data for all prior periods presented have been restated to reflect
the use of consolidation and equity method accounting principles.

New Accounting Standards and Disclosures
SFAS 141
In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial  Accounting  Standards ("SFAS") 141, Business  Combinations,  which
eliminates   the   pooling-of-interest   method  of   accounting   for  business
combinations and requires the use of the purchase method. In addition,  SFAS 141
requires  the  reassessment  of  intangible  assets  to  determine  if they  are
appropriately  classified  either  separately  or within  goodwill.  SFAS 141 is
effective for business  combinations  initiated  after June 30, 2001.  The Trust
adopted  SFAS  141 on  July  1,  2001,  which  did not  have  an  impact  on the
consolidated financial statements.

SFAS 142
In June 2001, the FASB issued SFAS 142,  Goodwill and Other  Intangible  Assets,
which  eliminates the  amortization  of goodwill and other  acquired  intangible
assets  with  indefinite  economic  useful  lives.  SFAS 142  requires an annual
impairment test of goodwill and other intangible  assets that are not subject to
amortization. Other intangible assets with definite economic lives will continue
to be amortized  over their useful lives.  The Trust adopted SFAS 142 on January
1, 2002, which did not have an impact on the consolidated financial statements.

SFAS 143
In June  2001,  the FASB  issued  SFAS  143,  Accounting  for  Asset  Retirement
Obligations, on the accounting for obligations associated with the retirement of
long-lived  assets.  SFAS 143  requires  a  liability  to be  recognized  in the
consolidated  financial  statements for retirement  obligations meeting specific
criteria.  Measurement of the initial  obligation is to approximate  fair value,
with  an  equivalent  amount  recorded  as an  increase  in  the  value  of  the
capitalized  asset.  The asset will be  depreciated  in  accordance  with normal
depreciation  policy and the  liability  will be increased for the time value of
money, with a charge to the income  statement,  until the obligation is settled.
SFAS 143 is effective for fiscal years  beginning after June 15, 2002. The Trust
will  adopt  SFAS 143  effective  January  1,  2003 and has  assessed  that this
standard will not have a material impact on the Trust.

SFAS 144
In August  2001,  the FASB issued SFAS 144,  Accounting  for the  Impairment  or
Disposal of  Long-Lived  Assets,  which  replaces SFAS 121,  Accounting  for the
Impairment of Long-lived Assets and for Long-Lived Assets to Be Disposed Of. For
long-lived assets to be held and used, SFAS 144 retains the requirements of SFAS
121 to (a)  recognize  an  impairment  loss only if the  carrying  amount is not
recoverable from  undiscounted  cash flows and (b) measure an impairment loss as
the  difference  between the  carrying  amount and fair value of the asset.  For
long-lived  assets to be disposed of, SFAS 144  establishes a single  accounting
model based on the framework  established in SFAS 121. The accounting  model for
long-lived  assets to be disposed of by sale applies to all  long-lived  assets,
including discontinued operations and replaces the provisions of APB Opinion No.
30, Reporting the Results of Operations - Reporting the Effects of Disposal of a
Segment of a Business,  and  Extraordinary,  Unusual and Infrequently  Occurring
Events and  Transactions,  for the disposal of segments of a business.  SFAS 144
also broadens the reporting of discontinued  operations.  The Trust adopted SFAS
144 on  January  1,  2002,  which  did not have an  impact  on the  consolidated
financial statements.

SFAS 145
In April 2002, the FASB issued SFAS No. 145,  Rescission of FASB  Statements No.
4, 44, and 64,  Amendment of FASB  Statement No. 13, and  Technical  Correction.
SFAS No. 145 eliminates extraordinary accounting treatment for reporting gain or
loss  on  debt   extinguishment,   and  amends  other   existing   authoritative
pronouncements  to make various  technical  corrections,  clarify  meanings,  or
describe their applicability under changed conditions. The Trust will adopt SFAS
145 effective  January 1, 2003 and has assessed that this standard will not have
a material impact on the Trust.

SFAS 146
In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with
Exit or Disposal  Activities.  SFAS No. 146 requires  recording costs associated
with exit or disposal  activities at their fair values when a liability has been
incurred.  The Trust  will  adopt  SFAS 146  effective  January  1, 2003 and has
assessed that this standard will not have a material impact on the Trust.

4. Sale of Investments

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

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

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

5. Line of Credit

During the fourth  quarter of 1997,  the Trust and its principal bank executed a
revolving  line of credit  agreement,  whereby  the bank  provided  a three year
committed line of credit facility of $750,000.  The credit facility was extended
until July 31, 2002.  Outstanding  borrowings  bear  interest at LIBOR plus 2.5%
(4.319% and 4.376% at September  30, 2002 and December 31, 2001,  respectively).
During the third  quarter of 2002,  the Trust  extended  its  revolving  line of
credit   agreement   with  its  principal  bank  through  August  31,  2002  and
subsequently  finalized a further  extension  until July 31, 2003. The extension
provides  the Trust  with a  committed  line of credit of  $550,000.  The amount
outstanding  under the line of credit  facility  must be  reduced  to zero for a
thirty-day period each year. The credit agreement,  which will require 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, is currently waived as long
as the Trust  provides  100% cash  collateral  for any  borrowings or letters of
credit   outstanding  after  September  30,  2002.  There  were  no  outstanding
borrowings at September 30, 2002.





<PAGE>


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

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

Introduction

The consolidated financial statements include the accounts of the Trust and the
limited partnerships owning the Monterey and California Pumping Projects. The
Trust uses the equity method of accounting for its investment in the B-3 Limited
Partnership, in which the Trust owned a 50.01% non-controlling interest through
September 20, 2002.

Results of Operations

Three Months Ended September 30, 2002, Compared to the Three Months Ended
September 30, 2001

Power generation revenue increased $287,000, or 46.8%, to $900,000 in the third
quarter of 2002 compared to $613,000 for the same period of 2001. The increase
is primarily due to the Monterey project operating on its normal schedule during
the third quarter of 2002 as compared to the third quarter of 2001 when the
plant was idle for part of the quarter due to Pacific Gas and Electric Company's
("PG&E") failure to pay the project for power delivered since December 1, 2000,
as a result of the California energy crisis.

Gross profit increased from a loss of $227,000 in the third quarter of 2001, to
a profit of $118,000 in the third quarter of 2002. The increase is a result of
an increase in energy generation.

General and administrative expenses of $62,000 were comparable to the third
quarter of 2001. The management fee decreased from $44,000 in the third quarter
of 2001 to $29,000 in the same period in 2002 as a result of the Trust's lower
net asset balance.

Interest income decreased to $14,000 for the third quarter of 2002, compared to
$31,000 for the third quarter of 2001. The decrease is due to the lower
principal balance remaining on the outstanding note receivable.

Other income (expense) decreased by $46,000 in the third quarter of 2002
primarily due to the professional fees incurred in 2001 as a result of the
Trust's preparation to terminate its status as a Business Development
Corporation under the Investment Company Act of 1940. (See Note 3, Accounting
Changes)

Equity loss from the B-3 Limited Partnership for the third quarter of 2002 was
$51,000 compared to $52,000 of income in the third quarter of 2001. The decrease
in income is due to the increase in operating expenses as a result of the
increase in tipping fees.

Nine Months Ended September 30, 2002, Compared to the Nine Months Ended
September 30, 2001

Power generation revenue increased $1,144,000 to $2,408,000 for the first nine
months of 2002 compared to $1,264,000 for the same period of 2001. The increase
is primarily due to the Monterey project operating on its normal schedule in the
first nine months of 2002 as compared to the same period of 2001 when the plant
was mostly idle due to PG&E's failure to pay the project for power delivered
since December 1, 2000, as a result of the California energy crisis.

Gross profit increased from a loss of $372,000 for the nine months ended
September 2001, to a profit of $209,000 for the nine months ended September
2002. The increase is a result of an increase in energy generation.

General and administrative expenses decreased by $277,000 to $133,000 for the
first nine months of 2002. The decrease is attributable to the legal fees
incurred and the loss recognized on the sale of uncollected receivables in the
first quarter of 2001 due to PG&E's failure to pay the project for power
delivered since December 1, 2000. The management fee decreased from $133,000 in
the first nine months of 2001 to $88,000 in the same period in 2002 as a result
of the Trust's lower net asset balance.

Interest income decreased from $88,000 for the first nine months of 2001 to
$54,000 for the same period of 2002 due to the lower principal balance remaining
on the outstanding note receivable.

Other income (expense) increased by $241,000 in the first nine months of 2002
primarily due to the $190,000 of cash received in 2002 from the 1999 settlement
of the Waukesha-Pierce litigation.

Equity income from the B-3 Limited Partnership for the nine months ended
September 30, 2002 was $3,000 compared to $81,000 for the corresponding period
of 2001. The decrease in income is due to the increase in operating expenses as
a result of the increase in tipping fees.

Liquidity and Capital Resources

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

Cash provided by operating activities for the nine months ended September 30,
2002 was $341,000 as compared to cash used in operating activities of $113,000
for the nine months ended September 30, 2001. The increase in cash flow from
operating activities is primarily due to the decrease in net loss, which is a
result of the Monterey plant operating under a normal schedule in 2002 as
compared to 2001 when the plant was often idle.

Cash provided by investing activities for the first nine months of 2002
increased to $1,736,000 from $555,000 for the first nine months of 2001. The
increase in cash flow is primarily due to the $1,179,000 of cash received from
the sale of the B-3 and PILP Limited Partnerships in the third quarter of 2002.
The Trust also spent $25,000 in 2002 on capital expenditures.

Cash used in financing activities for the first nine months of 2002 was $465,000
compared to zero for the first nine months of 2001. The decrease in cash flow
from financing activities is due to distributions made to shareholders of
$465,000.

During the fourth quarter of 1997, the Trust and its principal bank executed a
revolving line of credit agreement, whereby the bank provided a three year
committed line of credit facility of $750,000. The credit facility was extended
until July 31, 2002. Outstanding borrowings bear interest at LIBOR plus 2.5%
(4.319% and 4.376% at September 30, 2002 and December 31, 2001, respectively).
During the third quarter of 2002, the Trust extended its revolving line of
credit agreement with its principal bank through August 31, 2002 and
subsequently finalized a further extension until July 31, 2003. The extension
provides the Trust with a committed line of credit of $550,000. The amount
outstanding under the line of credit facility must be reduced to zero for a
thirty-day period each year. The credit agreement, which will require 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, is currently waived as long
as the Trust provides 100% cash collateral for any borrowings or letters of
credit outstanding after September 30, 2002. There were no outstanding
borrowings at September 30, 2002.

In August 2001, the Trust issued through its bank a standby letter of credit in
the amount of $504,000 to secure the gas purchases of the Monterey project. The
Trust used its credit facility and a restricted certificate of deposit in the
amount of $202,570 to collateralize the letter of credit which is presented as
restricted cash on the Consolidated Balance Sheets.

The Trust has historically financed its operations from cash generated from its
subsidiaries operations. Obligations of the Trust are generally limited to
payment of the management fee to the Managing Shareholder and payment of certain
accounting and legal services to third parties. The Trust expects that its cash
flows from operations, cash on hand and line of credit will be sufficient to
fund its obligations for the next twelve months.

Item 4. Controls and Procedures
Based on their evaluation, as of a date within 90 days of the filing date of
this Form 10-Q, the Trust's Chief Executive Officer and Chief Financial Officer
have concluded that the Trust's disclosure controls and procedures (as defined
in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as
amended) are effective. There have been no significant changes in internal
controls or in other factors that could significantly affect these controls
subsequent to the date of their evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.

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 and Reports on Form 8-K
(a)      Exhibits

                    None.

(b) Reports on Form 8-K

The following report on Form 8-K was filed in or for the three months ended
September 30, 2002:

In September 2002, the Trust filed a Current Report on Form 8-K to report that
the Trust sold 100% of its ownership interest in the B-3 Limited Partnership and
the Pittsfield Investors Limited Partnership.



<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

December 3, 2002                By /s/ Christopher I. Naunton
Date                                Christopher I. Naunton
                                    Vice President and
                                    Chief Financial Officer
                                    (signing on behalf of the
                                    Registrant and as
                                    principal financial
                                    officer)







<PAGE>



                                  CERTIFICATION


I, Robert E. Swanson, Chief Executive Officer of Ridgewood Electric Power
Trust II ("registrant"), certify that:


1. I have reviewed this quarterly report on Form 10-Q of the registrant;


2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;


3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;


4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

    a) designed such disclosure controls and procedures 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 as of a date within 90 days prior to the filing date of this
    quarterly report (the "Evaluation Date"); and

    c) presented in this quarterly report our conclusions about the
    effectiveness of the disclosure controls and procedures based on our
    evaluation as of the Evaluation Date;

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

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

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

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


Date: December 3, 2002


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




<PAGE>





                                  CERTIFICATION


I, Christopher I. Naunton, Chief Financial Officer of Ridgewood Electric Power
Trust II ("registrant"), certify that:


1. I have reviewed this quarterly report on Form 10-Q of the registrant;


2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;


3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;


4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

    a) designed such disclosure controls and procedures 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 as of a date within 90 days prior to the filing date of this
    quarterly report (the "Evaluation Date"); and

    c) presented in this quarterly report our conclusions about the
    effectiveness of the disclosure controls and procedures based on our
    evaluation as of the Evaluation Date;

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

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

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

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


Date: December 3, 2002


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