RIDGEWOOD ELECTRIC POWER TRUST II
947 LINWOOD AVENUE
RIDGEWOOD, NEW JERSEY 07450-2939
TEL. (201) 447-9000


August 14, 2001


Securities and Exchange Commission
Washington, D.C. 20549

Dear Commission:

Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,  we are
transmitting  herewith  a  Quarterly  Report on Form 10-Q for the  period  ended
June 30, 2001.

If you have any questions, please contact the undersigned or our counsel, Daniel
V. Gulino, at this office.

Sincerely,

RIDGEWOOD ELECTRIC POWER TRUST II

/s/Christopher I. Naunton
Christopher I. Naunton, Vice President
 and Chief Financial Officer

<PAGE>

                                    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 June 30, 2001

                         Commission file Number 0-21304

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

        Delaware                                      22-3206429
(State or other jurisdiction of                    (I.R.S. Employer
 incorporation or organization)                     Identification No.)

   947 Linwood Avenue, Ridgewood, New Jersey                07450-2939
   ------------------------------------------------------------------------
   (Address of principal executive offices)                  (Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. YES [X] NO [ ]

<PAGE>



                         PART I. - FINANCIAL INFORMATION

Item 1. Financial Statements









                        Ridgewood Electric Power Trust II

                              Financial Statements

                                  June 30, 2001



<PAGE>
Ridgewood Electric Power Trust II
Balance Sheet (unaudited)
--------------------------------------------------------------------------------


                                                     June 30,      December 31,
                                                       2001           2000
                                                   ------------    ------------

Assets:

Investments in power generation projects .......   $ 10,204,430    $ 10,751,582
Cash and cash equivalents ......................        604,225          89,829
Notes receivable from sale of investment .......      1,046,708       1,283,327
Due from affiliates ............................         18,468           6,174
Other assets ...................................         13,800           4,398
                                                   ------------    ------------
     Total assets ..............................   $ 11,887,631    $ 12,135,310
                                                   ------------    ------------


Liabilities and Shareholders' Equity:

Accounts payable and accrued expenses ..........   $     33,120    $     41,972
Due to affiliates ..............................           --           270,765
                                                   ------------    ------------
     Total liabilities .........................         33,120         312,737
                                                   ------------    ------------
Commitments and contingencies

Shareholders' equity:
Shareholders' equity (235.3775
 shares issued and outstanding) ................     11,937,210      11,905,591
Managing shareholder's accumulated deficit .....        (82,699)        (83,018)
                                                   ------------    ------------
     Total shareholders' equity ................     11,854,511      11,822,573
                                                   ------------    ------------
     Total liabilities and shareholders' equity    $ 11,887,631    $ 12,135,310
                                                   ------------    ------------











                 See accompanying note to financial statements.


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

                                      Six Months Ended       Three Months Ended
                                    --------------------    -------------------
                                    June 30,    June 30,    June 30,    June 30,
                                      2001        2000        2001        2000
                                    --------    --------    --------    --------
Revenue:
Income from power
 generation projects ...........    $134,806    $319,285    $134,806    $208,762
Other income ...................        --        16,713        --        16,713
Interest income ................      56,817      73,237      27,122      38,275
                                    --------    --------    --------    --------
      Total revenue ............     191,623     409,235     161,928     263,750
                                    --------    --------    --------    --------
Expenses:
Accounting and legal fees ......      50,920      21,293      37,630      13,214
Management fee .................      88,669        --        62,976        --
Interest expense ...............        --         9,063        --          --
Miscellaneous ..................      20,096      15,411      13,699      10,512
                                    --------    --------    --------    --------
      Total expenses ...........     159,685      45,767     114,305      23,726
                                    --------    --------    --------    --------
Net income .....................    $ 31,938    $363,468    $ 47,623    $240,024
                                    --------    --------    --------    --------









                 See accompanying note to financial statements.


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

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

Shareholders' equity,
 December 31, 2000 ............     $11,905,591     $   (83,018)     $11,822,573

Net income for the period .....          31,619             319           31,938
                                    -----------     -----------      -----------

Shareholders' equity,
 June 30, 2001 ................     $11,937,210     $   (82,699)     $11,854,511
                                    -----------     -----------      -----------



















                  See accompanying note to financial statements


<PAGE>
Ridgewood Electric Power Trust II
Statement of Cash Flows (unaudited)
--------------------------------------------------------------------------------

                                                         Six Months Ended
                                                       ------------------------
                                                       June 30,       June 30,
                                                         2001           2000
                                                       ---------      ---------
Cash flows from operating activities:
Net income .......................................     $  31,938      $ 363,468
                                                       ---------      ---------
Adjustments to reconcile net income
 to net cash flows from operating
 activities:
Return of  (Additional) investment
 in power generation projects, net ...............       547,152       (150,302)
Proceeds from note receivable ....................       236,619        218,483
Changes in assets and liabilities:
Increase in due from affiliates ..................       (12,294)        (2,361)
(Increase) decrease in other assets ..............        (9,402)         2,735
Decrease in accounts payable and
 accrued expenses ................................        (8,852)       (35,111)
Decrease in due to affiliates ....................      (270,765)      (153,191)
                                                       ---------      ---------
 Total adjustments ...............................       482,458       (119,747)
                                                       ---------      ---------
 Net cash provided by operating activities .......       514,396        243,721
                                                       ---------      ---------
Cash flows from financing activities:
Cash distributions to shareholders ...............          --         (238,554)
Repayment of line of credit facility .............          --         (400,000)
                                                       ---------      ---------
 Net cash used in financing activities ...........          --         (638,554)
                                                       ---------      ---------
Net increase (decrease)
in cash and cash equivalents .....................       514,396       (394,833)
Cash and cash equivalents,
 beginning of year ...............................        89,829        537,541
                                                       ---------      ---------
Cash and cash equivalents,
 end of period ...................................     $ 604,225      $ 142,708
                                                       ---------      ---------




                 See accompanying note to financial statements.



<PAGE>
Ridgewood Electric Power Trust II
Note to Financial Statements (unaudited)
--------------------------------------------------------------------------------

1. General

In the opinion of management,  the accompanying  unaudited financial  statements
contain  all  adjustments,   which  consist  of  normal  recurring  adjustments,
necessary for the fair  representation  of the results for the interim  periods.
The December 31, 2000  financial  information  has been derived from the audited
financial  statements  for the year  ended  December  31,  2000.  The  financial
statements should be read in conjunction with the audited  financial  statements
for the year ended  December  31, 2000 which were  included as part of Ridgewood
Electric  Power Trust II's Annual Report on Form 10-K. 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. Legal Matters

As reported by the Trust in its Form 10-K for the year ended  December 31, 2000,
Sunnyside Cogeneration Partners, L.P., which owns the Monterey Project, is under
a  long-term  power  purchase  and sale  agreement  with  Pacific Gas & Electric
Company ("PG&E"). Due to the California energy crisis, PG&E was unable to pay in
full for electrical  energy and capacity  delivered in December 2000 and January
2001. Although partial payments were made by PG&E (15%) the full amount remained
due and  outstanding.  As a  result  of  PG&E's  failure  to pay,  the  Monterey
Project's gas supplier refused to supply additional gas and the Monterey Project
shutdown operations.  As a result of PG&E's failure to pay in full, the Monterey
Project,  along  with the  Byron and San  Joaquin  Projects  owned by  Ridgewood
Electric  Power  Trust III,  filed a lawsuit on February  6, 2001  against  PG&E
seeking  damages  for  breach of  contract  equal to lost net  revenues  for the
remaining term of the power contract.

On April 6, 2001, PG&E sought  protection from creditors under Chapter 11 of the
Bankruptcy Code. As a result,  the state  litigation  instituted by the Monterey
Project was automatically stayed pursuant to the Bankruptcy Code. Moreover,  the
Bankruptcy  Code  provides  PG&E with the ability to reject or assume  executory
contracts,  such as the power contract. On July 13, 2001, Sunnyside Cogeneration
Partners,  L.P.  entered  into  an  agreement  ("Agreement")  with  PG&E,  which
agreement was one of three  different  amendments to power  purchase  agreements
that PG&E and Qualified  Facilities  ("QF") could  voluntarily  accept and which
were pre-approved by the California Public Utilities  Commission.  The Agreement
was approved by the Bankruptcy  Court on July 13, 2001 and has an effective date
of August 1, 2001.  Essentially,  the  Agreement,  and related  amendment to the
power purchase agreement ("PPA"), amends the energy pricing provision thereof to
substitute,  for a term of five years,  a fixed energy  price for the  short-run
avoided cost ("SRAC") energy rate calculation.  No other provision of the PPA is
amended by virtue of the  Agreement and upon  expiration of the five-year  term,
the SRAC methodology is reinstated. In addition,  pursuant to the Agreement PG&E
has assumed the Sunnyside PPA in the bankruptcy proceedings,  although Sunnyside
agreed to wait for PG&E's payment of the  outstanding  balance owed  effectively
until the effective  date of PG&E's plan of  reorganization.  The Monterey plant
has been operating and delivering electric energy to PG&E as of August 1, 2001.

<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations Dollar amounts in this discussion are rounded to the nearest
$1,000.

Introduction

The Trust carries its investment in Projects at fair value and does not
consolidate its financial statements with the financial statements of the
Projects. Revenue is recorded by the Trust when distributions are declared by
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 by the Projects to fund capital expenditures.

Results of Operations

As summarized below, total revenue decreased 113% to $192,000 in the first six
months of 2001 compared to $409,000 in the same period in 2000, primarily
because of lower distributions from the Columbia and Monterey projects. Revenue
also decreased 63% to $162,000 in the second quarter of 2001 compared to
$264,000 in the same period in 2000, primarily due to the lower distribution
from the Columbia project.

Project                    Six months ended June 30, Three months ended June 30,
-------                       ----------------------      ----------------------
                                2001          2000          2001         2000
                              --------      --------      --------      --------
Monterey ...............      $   --        $110,000      $   --        $   --
Columbia ...............       100,000       200,000       100,000       200,000
Pump Services ..........        35,000         9,000        35,000         9,000
Other income ...........          --          17,000          --          17,000
Interest income ........        57,000        73,000        27,000        38,000
                              --------      --------      --------      --------
                              $192,000      $409,000      $162,000      $264,000
                              --------      --------      --------      --------

The Monterey project did not operate for the majority of the first six months of
2001 due to the bankruptcy filing of Pacific Gas & Electric Company ("PG&E") and
related legal proceedings. Thus no distributions were made to the Trust in 2001.
The Monterey project did not make distributions to the Trust in the second
quarter of 2000 because of costs associated with scheduled major engine
maintenance and legal costs associated with the proceedings with PG&E (see Legal
Proceedings below).

The  decrease in  revenues  from  Columbia  reflects  decreased  revenues at the
project level from disposal of construction  and demolition  material as well as
the timing of  distributions  from the  project to the Trust.  The  increase  in
distributions  from the Pump Services  investment  reflects an increase in rates
charged to its customers in 2001.

Other income reflects the reimbursement of the Trust's legal defense costs from
a lawsuit that was dismissed in a prior year.

Interest income declined primarily because interest represents a smaller portion
of the constant monthly payment from the note received from the sale of the San
Diego project in 1997.

Total expenses increased $90,000 (375%) to $114,000 in the second quarter of
2001 compared to $24,000 in the same period in 2000, primarily due to the
resumption of the management fee. The increase in total expenses from $46,000 in
the first six months of 2000 to $160,000 in the same period in 2001 also
reflects the resumption of the management fee, which was waived during 2000.


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 committed line of credit
facility of $750,000. The line of credit facility expires in July 2002.
Outstanding borrowings bear interest at the Bank's prime rate or, at the Trust's
choice, at LIBOR plus 2.5%. The credit agreement requires the Trust to maintain
a ratio of total debt to tangible net worth of no more than 1 to 1 and a minimum
debt service coverage ratio of 2 to 1. The credit facility was obtained in order
to allow the Trust to operate using a minimum amount of cash, maximize the
amount invested in Projects and maximize cash distributions to shareholders.
Borrowings under the credit facility of $400,000 at December 31, 1999 were
repaid in the quarter ended March 31, 2000.

Obligations of the Trust are generally limited to payment of the management fee
to the Managing Shareholder and payments for certain accounting and legal
services to third persons. The Trust ceased making distributions to its
shareholders in the first quarter of 2001.

The Trust anticipates that its cash flow from operations during 2001 will be
adequate to fund its obligations, notwithstanding PG&E's financial difficulties.
(see Legal Proceedings below)


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 1. Legal Proceedings

As reported by the Trust in its Form 10-K for the year ended  December 31, 2000,
Sunnyside Cogeneration Partners, L.P., which owns the Monterey Project, is under
a  long-term  power  purchase  and sale  agreement  with  Pacific Gas & Electric
Company ("PG&E"). Due to the California energy crisis, PG&E was unable to pay in
full for electrical  energy and capacity  delivered in December 2000 and January
2001. Although partial payments were made by PG&E (15%) the full amount remained
due and  outstanding.  As a  result  of  PG&E's  failure  to pay,  the  Monterey
Project's gas supplier refused to supply additional gas and the Monterey Project
shutdown operations.  As a result of PG&E's failure to pay in full, the Monterey
Project,  along  with the  Byron and San  Joaquin  Projects  owned by  Ridgewood
Electric  Power  Trust III,  filed a lawsuit on February  6, 2001  against  PG&E
seeking  damages  for  breach of  contract  equal to lost net  revenues  for the
remaining term of the power contract.

On April 6, 2001, PG&E sought  protection from creditors under Chapter 11 of the
Bankruptcy Code. As a result,  the state  litigation  instituted by the Monterey
Project was automatically stayed pursuant to the Bankruptcy Code. Moreover,  the
Bankruptcy  Code  provides  PG&E with the ability to reject or assume  executory
contracts,  such as the power contract. On July 13, 2001, Sunnyside Cogeneration
Partners,  L.P.  entered  into  an  agreement  ("Agreement")  with  PG&E,  which
agreement was one of three  different  amendments to power  purchase  agreements
that PG&E and Qualified  Facilities  ("QF") could  voluntarily  accept and which
were pre-approved by the California Public Utilities  Commission.  The Agreement
was approved by the Bankruptcy  Court on July 13, 2001 and has an effective date
of August 1, 2001.  Essentially,  the  Agreement,  and related  amendment to the
power purchase agreement ("PPA"), amends the energy pricing provision thereof to
substitute,  for a term of five years,  a fixed energy  price for the  short-run
avoided cost ("SRAC") energy rate calculation.  No other provision of the PPA is
amended by virtue of the  Agreement and upon  expiration of the five-year  term,
the SRAC methodology is reinstated. In addition,  pursuant to the Agreement PG&E
has assumed the Sunnyside PPA in the bankruptcy proceedings,  although Sunnyside
agreed to wait for PG&E's payment of the  outstanding  balance owed  effectively
until the effective  date of PG&E's plan of  reorganization.  The Monterey plant
has been operating and delivering electric energy to PG&E as of August 1, 2001.

<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 14, 2001                 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)