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, 1999

                         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, 1999


<PAGE>

Ridgewood Electric Power Trust II
Balance Sheet
--------------------------------------------------------------------------------


                                               June 30,     December 31,
                                                1999            1998
                                             ------------    -----------
                                             (unaudited)
Assets:
Investments in power generation projects .   $ 10,621,932    $ 10,594,402
Cash and cash equivalents ................         24,784            --
Notes receivable from sale of investment .      1,939,126       2,140,866
Due from affiliates ......................           --             8,819
Other assets .............................          1,947           3,588
                                             ------------    ------------
     Total assets ........................   $ 12,587,789    $ 12,747,675
                                             ------------    ------------

Liabilities and Shareholders' Equity:
Accounts payable and accrued expenses ....   $     24,645    $    100,897
Borrowings under line of credit agreements        450,000         300,000
Due to affiliates ........................        162,312         214,373
                                             ------------    ------------
     Total liabilities ...................        636,957         615,270
                                             ------------    ------------
Shareholders' equity:
Shareholders' equity (235.3775 shares
  issued and outstanding) ................     12,032,567      12,212,324
Managing shareholder's accumulated deficit        (81,735)        (79,919)
                                             ------------    ------------
     Total shareholders' equity ..........     11,950,832      12,132,405
                                             ------------    ------------
     Total liabilities and shareholders'
     equity ..............................   $ 12,587,789    $ 12,747,675
                                             ------------    ------------

                 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,
                                 1999       1998      1999       1998
                               --------   --------   --------   --------
Revenue:
   Income from power
     generation projects ...   $163,818   $535,122   $ 26,571   $298,968
   Interest income .........     84,409    103,792     41,554     48,370
                               --------   --------   --------   --------
      Total revenue ........    248,227    638,914     68,125    347,338
                               --------   --------   --------   --------
Expenses:
   Accounting and legal fees     26,453     25,250     12,250       --
   Management fee ..........     55,607    191,442       --       95,721
   Interest expense ........     15,389       --        6,012       --
   Miscellaneous ...........     47,046     25,988     36,148     12,902
                               --------   --------   --------   --------
      Total expenses .......    144,495    242,680     54,410    108,623
                               --------   --------   --------   --------

Net income .................   $103,732   $396,234   $ 13,715   $238,715
                               --------   --------   --------   --------


                 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, 1998 .....   $ 12,212,324    $    (79,919)   $ 12,132,405

Cash distributions ......       (282,452)         (2,853)       (285,305)

Net income for the period        102,695           1,037         103,732
                            ------------    ------------    ------------
Shareholders' equity,
  June 30, 1999 .........   $ 12,032,567    $    (81,735)   $ 11,950,832
                            ------------    ------------    ------------

                  See accompanying note to financial statements
<PAGE>

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


                                                  Six Months Ended
                                               ----------------------
                                               June 30,      June 30,
                                                 1999         1998
                                               ---------    ---------
Cash flows from operating activities:
 Net income ................................   $ 103,732    $ 396,234
                                               ---------    ---------
 Adjustments  to  reconcile  net
   income to net cash  flows  from
   operating activities:
   (Additional) return of
   investment in power
   generation projects, net ................     (27,530)      59,003
   Proceeds from note receivable ...........     201,740      186,279
   Changes in assets and liabilities:
     Decrease in due from affiliates .......       8,819       40,340
     Decrease (increase) in other assets ...       1,641         (459)
     (Decrease) increase in accounts
        payable and accrued expenses .......     (76,252)       4,592
     Decrease in due to affiliates .........     (52,061)     (77,210)
                                               ---------    ---------
              Total adjustments ............      56,357      212,545
                                               ---------    ---------
   Net cash provided by operating activities     160,089      608,779
                                               ---------    ---------
Cash flows from financing activities:
  Cash distributions to shareholders .......    (285,305)    (784,597)
  Borrowing under line of credit facility ..     150,000         --
                                               ---------    ---------
    Net cash used in financing activities ..    (135,305)    (784,597)
                                               ---------    ---------

Net decrease in cash and cash equivalents ..      24,784     (175,818)

Cash and cash equivalents, beginning of year        --        175,818
                                               ---------    ---------
Cash and cash equivalents, end of period ...   $  24,784    $    --
                                               ---------    ---------

                 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  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  financial  statements
included  in the 1998  Annual  Report  on Form  10-K,  which  should  be read in
conjunction with these financial statements. The year-end balance sheet data was
derived from audited financial statements,  but does not include all disclosures
required by generally accepted accounting principles.

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



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

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

Introduction

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

Results of Operations

As summarized below,  total revenue decreased 61.2% to $248,000 in the first six
months of 1999  compared  to  $639,000  in the same  period  in 1998,  primarily
because  of  lower  distributions  from the  Monterey,  Berkshire  and  Columbia
projects.  Revenue also decreased 80.4% to $68,000 in the second quarter of 1999
compared to $347,000 in the same period in 1998.

                Six months ended June 30,   Three months ended June 30,
                -------------------------   ---------------------------
Project             1999       1998              1999       1998
                  --------   --------          --------   --------

Monterey ......   $137,000   $252,000          $   --     $105,000
Berkshire .....       --      176,000              --       88,000
Columbia ......       --      100,000              --      100,000
Pump Services .     27,000      7,000            26,000      6,000
Interest income     84,000    104,000            42,000     48,000
                  --------   --------          --------   --------
Total .........   $248,000   $639,000          $ 68,000   $347,000
                  ========   ========          ========   ========

The  Monterey  project  did not make  distributions  to the Trust in the  second
quarter  of 1999  because  of  costs  associated  with  scheduled  major  engine
maintenance and legal costs  associated with the proceedings  with Pacific Gas &
Electric Company (see Legal Proceedings below).

The decline in revenue at Berkshire  reflects the stoppage of distributions from
the Project in the third  quarter of 1998.  Please  refer to the Trust's  Annual
Report on Form 10-K for 1998 for an explanation of the situation at the Project.

The decline in revenues from Columbia reflects the timing of distributions  from
the project.  Distributions are expected to increase in the summer and fall when
the facility receives increased throughput from the disposal of construction and
demolition material.

The increase in  distributions  from the Pump Services  investment  reflects the
return to a normal  level of pumping  activity in 1999 from the low level in the
prior  year.  The low  level of 1998  irrigation  pumping  was a  result  of the
significant El Nino rainfall in Orange County.

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  decreased  $44,000  (59.6%) to $54,000 in the second quarter of
1999 compared to $109,000 in the same period in 1998,  primarily due the absence
of the management fee. Due to the decline in distributions from the Monterey and
Berkshire projects, the managing shareholder waived its management fee beginning
in April,  1999.  The decline in total  expenses  from $243,000 in the first six
months of 1998 to $144,000 in the same  period in 1999 also  reflects  the lower
management fee.

Liquidity and Capital Resources

In 1997,  the Trust and Fleet Bank,  N.A. (the "Bank")  entered into a revolving
line of credit agreement,  whereby the Bank provides a three year committed line
of credit  facility of $750,000.  Outstanding  borrowings  bear  interest at the
Bank's  prime rate or, at the  Trust's  choice,  at LIBOR plus 2.5%.  The credit
agreement  requires  the Trust to maintain a ratio of total debt to tangible net
worth of no more than 1 to 1 and a minimum debt service  coverage  ratio of 2 to
1. The credit facility was obtained in order to allow the Trust to operate using
a minimum amount of cash,  maximize the amount invested in Projects and maximize
cash  distributions  to  shareholders.   Borrowing  under  the  credit  facility
increased from $300,000 at December 31, 1998 to $450,000 at June 30, 1999.

In  April  1999,  the  Managing  Shareholder  announced  that  distributions  to
shareholders  would cease until the Trust had built up sufficient  cash reserves
to repay  borrowing  under  the line of  credit  facility  and pay  legal  costs
associated with the proceeding with Pacific Gas and Electric Company.

Obligations of the Trust are generally  limited to payment of the management fee
to the Managing Shareholder,  payments for certain accounting and legal services
to third persons and  distributions to shareholders of available  operating cash
flow generated by the Trust's investments.

The Trust  anticipates  that its cash flow from  operations  during 1999 will be
adequate to fund its obligations.

Year 2000 remediation

Please refer to the Trust's disclosures at Item 7 - Management's  Discussion and
Analysis  of its Annual  Report on Form 10-K for 1998 for a  discussion  of year
2000 issues affecting the Trust.  Since that report was filed, the only material
change in the Trust's year 2000  compliance  is that the changes to the Managing
Shareholder's  investor  distribution  system have been  completed.  No material
changes in the Trust's remediation efforts or its plans for year 2000 compliance
have occurred.

<PAGE>

                          PART II - OTHER INFORMATION

Item 1. Legal  Proceedings

As  previously  reported  in the  Trust's  Annual  Report on Form 10-K for 1998,
Pacific Gas and Electric Company, the purchaser of the electricity  generated by
the Trust's  Monterey  Project,  has sued the Trust's  subsidiary  that owns the
Project  in the  Superior  Court of  California  for the City and  County of San
Francisco. Discovery is underway.

Item 5. Other Information.

Ridgewood Power  Corporation has been the managing  shareholder of the Trust. It
organized  the Trust and acted as managing  shareholder  until April 1999. On or
about  April 20,  1999 it was  merged  into  Ridgewood  Power  LLC, a New Jersey
limited  liability  company,  which thus became the Managing  Shareholder of the
Trust. Ridgewood Power LLC was organized in early April 1999 and has no business
other than acting as the successor to Ridgewood Power  Corporation.  No material
change in the Trust's operations or business will result from the merger.

Robert E. Swanson has been the President,  sole director and sole stockholder of
Ridgewood Power  Corporation since its inception in February 1991 and is now the
controlling member, sole manager and President of the Managing Shareholder.  Mr.
Swanson  currently is the sole equity owner of the Managing  Shareholder  but is
considering a transfer of 53% of the equity  ownership to two family trusts.  If
that  transfer is made, he will have the power on behalf of those trusts to vote
or dispose of the membership equity interests owned by them and accordingly will
continue to have sole control of the Managing Shareholder.  Further, Mr. Swanson
is designated as the sole manager of the Managing  Shareholder  in its operating
agreement.

Ridgewood Power LLC is also the managing  shareholder of the other five business
trusts   organized  by  Ridgewood  Power   Corporation  to  participate  in  the
independent electric power industry.

Similarly,  Ridgewood  Power  Management  Corporation,  which  operates  certain
Projects  on behalf of the Trust,  was merged on or about  April 20, 1999 into a
new New Jersey limited  liability  company,  Ridgewood Power Management LLC. The
ownership and control of Ridgewood Power Management LLC are the same as those of
Ridgewood  Power LLC and its only  business is to be the  successor to Ridgewood
Power  Management  Corporation.  No  material  change  in the  operation  of the
Projects is expected as a result of that merger.

<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 13, 1999                 By /s/ Martin V. Quinn
Date                                Martin V. Quinn
                                    Senior Vice  President  and Chief  Financial
                                    Officer (signing on behalf of the Registrant
                                    and as principal financial officer)