FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                  For the quarterly period ended March 31, 2003

                         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)

(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 [ ]

<PAGE>



                        PART I. - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements









                        Ridgewood Electric Power Trust II

                        Consolidated Financial Statements

                                 March 31, 2003



<PAGE>



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



                                                    March 31,      December 31,
                                                       2003           2002
                                                   -----------    -----------
Assets:
Cash and cash equivalents ......................   $ 1,188,761    $ 1,348,825
Restricted cash ................................       550,000        550,000
Trade receivables ..............................       255,990        255,082
Current portion of note receivable
 from sale of investment .......................       140,147        277,528
Due from affiliates ............................        17,917         14,512
Other current assets ...........................        35,361         47,151
                                                   -----------    -----------

       Total current assets ....................     2,188,176      2,493,098

Note receivable from transfer of investment
 in Limited Partnership interests under
 contractual agreements ........................     1,074,462      1,207,795

Plant and equipment ............................     3,441,432      3,441,432
Accumulated depreciation .......................    (1,700,707)    (1,643,080)
                                                   -----------    -----------
                                                     1,740,725      1,798,352
                                                   -----------    -----------

Electric power sales contract ..................     3,032,000      3,032,000
Accumulated amortization .......................    (1,000,560)      (970,240)
                                                   -----------    -----------
                                                     2,031,440      2,061,760
                                                   -----------    -----------

        Total assets ...........................   $ 7,034,803    $ 7,561,005
                                                   -----------    -----------

Liabilities and Shareholders' Equity:
Liabilities:
Accounts payable and accrued expenses ..........   $    90,564    $   286,007
Due to affiliates ..............................        49,994         47,883
                                                   -----------    -----------
         Total current liabilities .............       140,558        333,890

Commitments and contingencies

Shareholders' Equity:
Shareholders' equity (235.3775 investor shares
 issued and outstanding) .......................     7,026,546      7,356,088
Managing shareholder's accumulated deficit
(1 management share issued and outstanding) ....      (132,301)      (128,973)
                                                   -----------    -----------
      Total shareholders' equity ...............     6,894,245      7,227,115
                                                   -----------    -----------

      Total liabilities and shareholders' equity   $ 7,034,803    $ 7,561,005
                                                   -----------    -----------





    See accompanying notes to the consolidated financial statements.

<PAGE>

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

                                                   Three Months Ended
                                                 ----------------------
                                                 March 31,    March 31,
                                                   2003          2002
                                                 ---------    ---------

Power generation revenue .....................   $ 668,814    $ 736,785

Cost of sales, including depreciation and
   amortization of $87,947 and $86,551 in 2003
   and 2002 ..................................     584,027      697,605
                                                 ---------    ---------

Gross profit .................................      84,787       39,180

General and administrative expenses ..........      39,358       31,959
Management fee paid to managing shareholder
                                                    27,102       29,264
                                                 ---------    ---------
     Total other operating expenses ..........      66,460       61,223
                                                 ---------    ---------

Income (loss) from operations ................      18,327      (22,043)
                                                 ---------    ---------

Other income (expense):
   Interest income ...........................       8,058       18,116
   Equity loss from B-3 Limited Partnership
                                                      --        (48,193)
    Other expense ............................      (2,622)     (16,702)
                                                 ---------    ---------

     Other income (expense), net .............       5,436      (46,779)
                                                 ---------    ---------

Net income (loss) ............................   $  23,763    $ (68,822)
                                                 ---------    ---------

















   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, 2002 ......   $ 7,356,088    $  (128,973)   $ 7,227,115

Cash distributions ......      (353,067)        (3,566)      (356,633)

Net income for the period        23,525            238         23,763
                            -----------    -----------    -----------

Shareholders' equity,
 March 31, 2003 .........   $ 7,026,546    $  (132,301)   $ 6,894,245
                            -----------    -----------    -----------




























       See accompanying notes to the consolidated financial statements


<PAGE>




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


                                                         Three Months Ended
                                                       March 31,      March 31,
                                                         2003           2002
                                                     -----------    -----------

Cash flows from operating activities:
     Net income (loss) ...........................   $    23,763    $   (68,822)
                                                     -----------    -----------

     Adjustments to reconcile net income (loss)
      to net cash flows from operating activities:
     Depreciation and amortization ...............        87,947         86,551
     Equity loss from unconsolidated B-3
      Limited Partnership ........................          --           48,193
     Changes in assets and liabilities:
       Increase in trade receivables .............          (908)       (15,390)
       Decrease (increase) in other current assets        11,790           (755)
       Decrease in accounts payable and
        accrued expenses .........................      (195,443)       (81,127)
       Decrease in due to/from affiliates, net ...        (1,294)      (115,525)
                                                     -----------    -----------
         Total adjustments .......................       (97,908)       (78,053)
                                                     -----------    -----------

         Net cash used in operating activities ...       (74,145)      (146,875)
                                                     -----------    -----------


Cash flows from investing activities:
     Proceeds from note receivable ...............       137,381        126,853
     Cash received from transfer of investments ..       133,333           --
     Reimbursement of capital expenditures .......          --            3,305
                                                     -----------    -----------
         Net cash provided by investing activities       270,714        130,158
                                                     -----------    -----------


Cash flows from financing activities:
     Cash distributions to shareholders ..........      (356,633)          --
                                                     -----------    -----------
         Net cash used in financing activities ...      (356,633)          --
                                                     -----------    -----------


Net decrease in cash and cash equivalents ........      (160,064)       (16,717)
Cash and cash equivalents, beginning of year .....     1,348,825        175,403
                                                     -----------    -----------
Cash and cash equivalents, end of period .........   $ 1,188,761    $   158,686
                                                     -----------    -----------













      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
matters are  disclosed  in  Ridgewood  Electric  Power  Trust II's  consolidated
financial  statements  included  in the 2002 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  was
accounted for under the equity method, are as follows:

                                      Three Months Ended March 31,
                                                 2002
                                             -----------
                Revenue                      $ 1,202,000
                Operating expenses             1,189,000
                Net income*                       13,000


*The partnership  agreement  required 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. New Accounting Standards and Disclosures

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 effective
January  1,  2002,  with  no  material  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
adopted  SFAS 143  effective  January 1, 2003,  with no  material  impact on the
consolidated financial statements.

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  effective  January 1, 2002,  with no  material  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 adopted SFAS
145  effective  January 1, 2003,  with no  material  impact on the  consolidated
financial statements.

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 adopted SFAS 146 effective January 1, 2003, with no material
impact on the consolidated financial statements.

FIN 45
In  November  2002,  the FASB  issued  FASB  Interpretation  No. 45 ("FIN  45"),
"Guarantor's  Accounting and Disclosure  Requirements for Guarantees,  Including
Indirect  Guarantees  and  Indebtedness  of Others."  FIN 45  elaborates  on the
disclosures  to be made by the  guarantor  in its interim  and annual  financial
statements about its obligations under certain guarantees that it has issued. It
also requires  that a guarantor  recognize,  at the inception of a guarantee,  a
liability  for the fair  value  of the  obligation  undertaken  in  issuing  the
guarantee.   The  initial   recognition  and  measurement   provisions  of  this
interpretation  are  applicable on a prospective  basis to guarantees  issued or
modified  after  December  31,  2002;  while the  provisions  of the  disclosure
requirements are effective for financial statements of interim or annual reports
ending after December 15, 2002.  The Trust adopted the disclosure  provisions of
FIN 45  during  the  fourth  quarter  of 2002  with no  material  impact  to the
consolidated financial statements.

FIN 46
In January 2003, the FASB issued FASB  Interpretation No. 46,  "Consolidation of
Variable  Interest  Entities" ("FIN 46") which changes the criteria by which one
company includes another entity in its consolidated financial statements. FIN 46
requires  a variable  interest  entity to be  consolidated  by a company if that
company is subject to a majority of the risk of loss from the variable  interest
entity's  activities or entitled to receive a majority of the entity's  residual
returns or both. The  consolidation  requirements of FIN 46 apply immediately to
variable  interest  entities  created after  January 31, 2003,  and apply in the
first  fiscal  period  beginning  after June 15,  2003,  for  variable  interest
entities  created prior to February 1, 2003.  The Trust  adopted the  disclosure
provisions  of FIN 46  effective  July 1, 2003,  with no material  impact to the
consolidated financial statements.

SFAS 150
In May 2003,  the FASB  issued SFAS No. 150,  Accounting  for Certain  Financial
Instruments with  Characteristics  of both Liabilities and Equity.  SFAS No. 150
establishes   standards  for   classifying  and  measuring   certain   financial
instruments  with  characteristics  of both  liabilities  and equity.  The Trust
adopted  SFAS  150  effective  July 1,  2003,  with no  material  impact  on the
consolidated financial statements.

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  incurs
operating losses in future periods, a corresponding reduction in investment will
be recorded as a valuation allowance.

5. Related Party Transactions

At March 31, 2003 and December 31, 2002, the Trust had outstanding payables and
receivables, with the following affiliates:

                                        Due To                Due From
                                ----------------------  ---------------------
                                March 31,  December 31, March 31, December 31,
                                  2003         2002       2003       2002
                                 -------     --------   -------    --------

Ridgewood Power Management LLC   $  --       $  --      $49,280    $47,169
Other affiliates .............    17,917      14,512        714        714

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.

6. 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 wholesale and retail.

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.

The financial data for business segments are as follows:


                                              Wholesale
                             --------------------------------------------
                                For the Three Months Ended March 31,
                             --------------------------------------------
                                    2003                    2002
                             --------------------    --------------------

Revenue                                $556,114                $545,054
Depreciation and
  amortization                           61,512                  61,516
Operating income (loss)                 121,959                  (5,356)
Total assets                          3,714,573               3,851,656
Capital expenditures                         --                  (3,305)






                                                 Retail
                             ---------------------------------------------
                                 For the Three Months Ended March 31,
                             ---------------------------------------------
                                    2003                  2002
                             --------------------    ---------------

Revenue                                $112,700           $191,731
Depreciation and
  amortization                           26,435             25,035
Operating income (loss)                 (40,370)            25,615
Total assets                            342,719            575,276
Capital expenditures                         --                 --


                                               Corporate
                             ---------------------------------------------
                                 For the Three Months Ended March 31,
                             ---------------------------------------------
                                    2003                  2002
                             --------------------    ---------------

Revenue                                $     --           $     --
Depreciation and
  amortization                               --                 --
Operating loss                          (63,262)           (42,302)
Total assets                          2,977,511          3,523,749
Capital expenditures                         --                 --


                                                 Total
                             ---------------------------------------------
                                 For the Three Months Ended March 31,
                             ---------------------------------------------
                                    2003                  2002
                             --------------------    ---------------

Revenue                                $668,814           $736,785
Depreciation and
  amortization                           87,947             86,551
Operating income (loss)                  18,327            (22,043)
Total assets                          7,034,803          7,950,681
Capital expenditures                         --             (3,305)




<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.

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 2002 Form 10-K. There have been no
substantive changes to those policies and estimates.

Results of Operations

Power generation  revenue decreased  $68,000,  or 9.2%, to $669,000 in the first
quarter of 2003 compared to $737,000 in the first quarter of 2002.  The decrease
is primarily due to the rainy weather experienced in Southern  California,  thus
reducing the California Pumping project's operations.

Gross profit  increased by $46,000 to $85,000 in the first quarter of 2003.  The
increase  is a  result  of the  Monterey  project  incurring  lower  maintenance
expenses.

General and administrative expenses and the management fee for the first quarter
were consistent with the prior year.

Interest income decreased from $18,000 in the first quarter of 2002 to $8,000 in
the first quarter of 2003 due to the decrease in the note  receivable  principal
balance and the lower interest rates paid on cash deposits.

Equity loss from the B-3 Limited Partnership was $48,000 in the first quarter of
2002. The Trust  transferred  its  partnership  interest in the third quarter of
2002.

Liquidity and Capital Resources

Cash used in operating  activities for the three months ended March 31, 2003 was
$74,000 as compared to $147,000 for the three  months ended March 31, 2002.  The
increase in cash flow from operating activities is primarily due to the increase
in net  income,  which  is  attributable  to  the  Monterey  project's  improved
operations.

Cash provided by investing activities for the first quarter of 2003 increased to
$271,000 from $130,000 for the first quarter of 2002.  The increase in cash flow
is primarily  due to the $133,000 of payments  received from the sale of the B-3
and PILP Limited Partnerships.

Cash  used in  financing  activities  for the  first  three  months  of 2003 was
$357,000  compared to zero for the first three  months of 2002.  The use of cash
flow in financing activities is due to distributions made to shareholders.

On June 26, 2003, Ridgewood Renewable Power LLC, the Managing Shareholder of the
Trust,  entered into a $5,000,0000  Revolving Credit and Security Agreement with
Wachovia  Bank,  National   Association.   The  agreement  allows  the  Managing
Shareholder  to obtain loans and letters of credit for the benefit of the trusts
and funds that it manages.  The  agreement  expires on June 30, 2004. As part of
the  agreement,  the  Trust  agreed  to  limitations  on its  ability  to  incur
indebtedness and liens and make guarantees.

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  and  cash  on  hand  will be  sufficient  to  fund  its
obligations and any distributions declared 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.  Management has
identified  deficiencies  in  the  Trust's  ability  to  process  and  summarize
financial  information of certain individual  projects and equity investees on a
timely  basis.  Management  is  establishing  a  project  plan to  address  this
deficiency.

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
          None


<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

August 27, 2003                 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: August 27, 2003

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






                                  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: August 27, 2003

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