UNITED STATES

              SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549

                           FORM 10-Q




Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the quarterly period ended                 March 31, 1997

Commission File Number            0-21304

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

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

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

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

       Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90
days.


                          YES [X]        NO [ ]
     <PAGE>
<TABLE>

               PART I. - FINANCIAL INFORMATION
                              
                RIDGEWOOD ELECTRIC POWER TRUST II
                       BALANCE SHEETS
                         (Unaudited)
                              
<CAPTION>
                             March 31,       December 31,
                                 1997              1996
<S>                          <C>            <C>

 Assets

Cash                           $178,447      $        0
Investments in power
  project partnerships       16,116,582      16,116,582
Equipment in storage             50,000         331,018
Other assets                     22,020          18,641
Total assets               $ 16,367,049    $ 16,367,049

Liabilities and Share-
  holders' Equity

Accounts payable and
  accrued expenses             $ 38,100        $112,482
Due to affiliates               236,796               0
                                276,896         112,482

Shareholders' equity
  (235.3775 shares issued
  and outstanding)           16,130,495      16,391,464
Managing shareholder's
  accumulated deficit           (40,342)        (37,705)
Total shareholders'
   equity                    16,090,153      16,353,759

Total liabilities and
  shareholders' equity     $ 16,367,049    $ 16,466,241

<FN>
See Accompanying Notes to Financial Statements
</TABLE>
<PAGE>
<TABLE>
                        RIDGEWOOD ELECTRIC POWER TRUST II
                             STATEMENTS OF OPERATIONS
                               FOR THE THREE MONTHS
                     ENDED MARCH 31, 1997 AND MARCH 31, 1996
                                   (Unaudited)
                           
<CAPTION>
                              Three months    Three months 
                             ended March 31, ended March 31,
                                 1997              1996       
<S>                          <C>            <C>                   

Income from project
  partnerships                $   529,569      $ 681,991   
Dividend and interest
  income                            1,996            141    

Total income                      531,265        682,132    


Project due diligence costs         2,671              0
Management fees                         0        123,546   
Accounting and legal fees           9,097          7,500
Insurance                             339         16,151
Writedown of electric power
  equipment                       281,018              0
Miscellaneous                       3,866          2,640
Total expenses                    296,991        149,837 

Net income                    $   234,274      $ 532,295   




<FN>
See Accompanying Notes to Financial Statements
</TABLE>

<PAGE>
<TABLE>
                            RIDGEWOOD ELECTRIC POWER TRUST II 
                                 STATEMENTS OF CASH FLOWS
                               FOR THE THREE MONTHS 
                       ENDED MARCH 31, 1997 AND MARCH 31, 1996
                                      (Unaudited)

<CAPTION>
                              Three months     Three months    
                             ended March 31,  ended March 31, 
                                 1997             1996        
<S>                          <C>            <C>            
Cash flows from operating
  activities:
Net income                   $   234,274       $  532,295    

Adjustments to
  reconcile net income
  to cash provided (used)
  in operating activities:

  Writedown of electric 
    power equipment              281,018               0

Changes in assets &
  liabilities:
Increase (decrease) in
  other assets                    (3,379)         (8,392)  
Decrease (increase) in
  accounts payable and
  accrued expenses                (74,382)       (37,523)     
Increase in due
  to affiliates                  238,796               0 
Total adjustments                442,053         (45,915)     

Net cash provided (used)
  by operations before 
  investing activities           676,327         486,380    
Investments in power projects
  and partnerships                     0         (60,431) 
Net cash provided (used)
  by operating activities        676,327         425,949   

Cash flows provided by 
  (used in) financing 
  activities:
Cash distributions to
  shareholders                  (497,880)       (527,817)   
Net cash provided by (used in)
  financing activities          (497,880)       (527,817)   

Net increase (decrease)
  in cash and cash 
  equivalents                    178,447        (101,868)  
Cash - Beginning of period             0         101,975 
Cash - End of period           $ 178,447       $     107   

<FN>
See Accompanying Notes to Financial Statements
</TABLE>

<PAGE>

RIDGEWOOD ELECTRIC POWER TRUST II
NOTES TO FINANCIAL STATEMENTS

1.	Organization and Purpose

	Nature of business
Ridgewood Electric Power Trust II (the "Trust") was formed as a 
Delaware business trust on November 20, 1992, by Ridgewood Energy 
Holding Corporation acting as the Corporate Trustee.  The managing 
shareholder of the Trust is Ridgewood Power Corporation.  The 
Trust began offering shares on January 4, 1993.  The Trust 
commenced operations on April 29, 1993 and discontinued its 
offering of Trust shares on January 31, 1994.

The Trust was organized to invest in independent power generation 
facilities and in the development of these facilities.  These 
independent power generation facilities include cogeneration 
facilities which produce electricity, thermal energy and other 
power plants that use various fuel sources (except nuclear).  The 
power plants sell electricity and thermal energy to utilities and 
industrial users under long-term contracts.

	"Business Development Company" election
Effective April 29, 1993, the Trust elected to be treated as a 
"Business Development Company" under the Investment Company Act of 
1940 and registered its shares under the Securities Exchange Act 
of 1934.

2.  	Summary of Significant Accounting Policies

	Interim Financials
The financial statements for the quarters ended March 
31, 1997 and 1996, included herein have been prepared by the Trust 
without audit pursuant to the rules and regulations of the 
Securities and Exchange Commission.  Accordingly, these statements 
reflect all adjustments (consisting only of normal recurring 
entries) which are, in the opinion of management, necessary for a 
fair statement of the financial results for the interim periods.  
Certain information and notes normally included in financial 
statements prepared in accordance with generally accepted 
accounting principles have been condensed or omitted pursuant to 
such rules and regulations, although the Trust believes that the 
disclosures are adequate to make the information presented not 
misleading.  These financial statements should be read in 
conjunction with the financial statements and the notes thereto 
included in the Trust's Annual Report on Form 10-K for the year 
ended December 31, 1996 (Form 10-K).

Use of Estimates
The preparation of financial statements in conformity with 
generally accepted accounting principles requires management to 
make estimates and assumptions that affect the reported amounts of 
assets and liabilities, and disclosure of contingent assets and 
liabilities at the date of the financial statements and the 
reported amounts of revenues and expenses during the reporting 
period.  Actual results could differ from the estimates.

	Investments in project development and power generation limited 
projects    
The Trust holds investments in power generation projects, which 
are stated at fair value.  Due to the non-liquid nature of the 
investments, the fair values of the investments are assumed to 
equal cost unless current available information provides a basis 
for adjusting the carrying value of the investments.

Revenue recognition
Income from investments is recorded when received.  Interest and 
dividend income are recorded as earned.

<PAGE>
Ridgewood Electric Power Trust II
Notes to Financial 
Statements                                                              
                                                 

		Offering costs 
Costs associated with offering Trust shares (selling commissions, 
distribution and offering costs) are recorded as a reduction of 
the shareholders' capital contributions.

Cash and Cash equivalents
The Trust considers all highly liquid investments with  maturities 
when purchased of three months or less as cash and cash 
equivalents.

Due diligence costs relating to potential power project 
investments
Costs relating to the due diligence performed on potential power 
project investments are initially deferred, until such time the 
Trust determines whether or not it will make an investment in the 
respective project.  Costs relating to completed projects are 
capitalized and costs relating to rejected projects are expensed 
at the time of rejection.

Income taxes
No provision is made for income taxes in the accompanying 
financial statements as the income or losses of the Trust are 
passed through and included in the tax returns of the individual 
shareholders of the Trusts.	

	Reclassification	
	Certain items in previously issued financial statements have been 
reclassified for comparative 	purposes.

3.	Electric Power Equipment

	The Trust purchased various used electric power generation 
equipment to be used in potential power generation projects.  In 
January 1995, power generating equipment with a fair value of 
$1,300,000 was transferred to the Sunnyside (Monterey) project as 
part of its purchase price.  In October 1995, the Trust sold to a 
related party power generating equipment with a cost of $438,855 
for $455,182.  The remaining equipment is held in storage and 
depreciation is not recorded.  As of December 31, 1996, the cost 
of the remaining equipment was $331,018.  In March 1997, the Trust 
wrote-down the remaining equipment to its estimated net realizable 
value of $50,000.



4.	Investments in Project Development and Power Generation Limited 
Projects

The following investments in power generation and waste transfer 
projects are stated at fair value:

                                March 31,       December 31, 
                                  1997            1996

Power generation and 
waste transfer projects:   

Pittsfield Investors 
Limited Partnership           $  2,347,330       $2,347,330
RSD Power 
Partners, L.P..                  3,507,275        3,507,275
B-3 Limited 
Partnership                      4,001,843        4,001,843
Sunnyside 
Cogeneration Partners, L.P.      5,308,467        5,308,467
California Pumping 
Project                            951,667          951,667

                              $ 16,116,582      $16,116,582

<PAGE> Ridgewood Electric Power Trust II
Notes to Financial 
Statements                                                              
                          

Investments in power generation limited partnerships

Pittsfield Investors Limited Partnership (known as the Berkshire 
project)	
On January 4, 1994, the Trust made a limited partnership 
investment in this partnership, which was formed to acquire an 
operating facility, located in Pittsfield, Massachusetts.  The 
facility, which has been operating since 1981, burns municipal 
solid waste supplied by the City of Pittsfield and surrounding 
communities.  The facility has a long-term supply
agreement with the City of Pittsfield, which expires in November 
2004, under which the City makes payments to the facility for 
receiving the waste.  The facility generates additional revenue by 
selling steam produced from the waste burning process to a nearby 
paper mill under a long-term contract, which expires in November 
2004.

In exchange for its investment, the Trust is entitled to receive 
annually a preferred distribution from available cash from the 
facility equal to 15% of its investment.  In the event that in any 
given year available net cash flow from the project does not cover 
the amount of the preferred minimum return, the amount of such 
shortfall is payable on a priority basis out of any available net 
cash flow in subsequent years.  The Trust may be entitled to 
receive additional distributions from any additional net cash 
flow.  The aggregate cost of the Trust's investment in the 
partnership was $2,347,330.  The Trust received distributions of 
$95,906, $351,451, and $446,888 from the project for the periods 
ended March 31, 1997, December 31, 1996 and December 31, 1995, 
respectively.

RSD Power Partners, L.P. (known as the San Diego project)
	On March 21, 1994, the Trust made a limited partnership investment 
in the partnership, which was formed to acquire an operating 
facility, located in San Diego, California.  The facility, which 
has been operating since 1972, sells chilled water used in the 
central air conditioning of 13 commercial, retail and government 
office buildings connected by a closed underground pipeline loop 
owned and used exclusively by the San Diego project.

In exchange for its investment, the Trust is entitled to receive 
annually the greater of either 80% of net profits from the project 
or a preferred minimum return of 25% on its total investment.  In 
the event in any given year all net profits from the project do 
not cover the amount of the preferred minimum return, the amount 
of such shortfall is payable on a priority basis out of any net 
profits in subsequent years.  The aggregate cost of the Trust's 
investment in the partnership was $3,507,275.  The Trust received 
distributions of $50,000, $618,080 and $1,027,412 from the project 
for the periods ended March 31, 1997, December 31, 1996 and 
December 31, 1995, respectively.

B-3 Limited Partnership (known as the Columbia project)
On August 31, 1994, the Trust made a limited partnership 
investment in this partnership, which was formed to construct and 
operate a municipal waste transfer station, located in Columbia 
County, New York.  The project commenced operations in January 
1995.

In exchange for its investment, the Trust is entitled to receive 
annually a preferred distribution of available net cash flow from 
the facility equal to 18% of its investment.  In the event in any 
given year available net cash flow from the project does not cover 
the amount of the preferred minimum return, the amount of such 
shortfall is payable on a priority basis out of any available net 
cash flow in subsequent years.  The Trust may be entitled to 
receive additional distributions from any additional net cash 
flow.  The aggregate cost of the Trust's investment in the 
partnership was $4,001,843.   The Trust received distributions of  
$165,000, 

<PAGE>
Ridgewood Electric Power Trust II
Notes to Financial 
Statements                                                              
                                                

$515,000 and $510,000 from the project for the periods ended March 
31, 1997, December 31, 1996 and December 31, 1995, respectively.

	Sunnyside Cogeneration Partners, L.P. (known as the Monterey 
project)
On January 9, 1995, the Trust acquired 100% of the existing 
partnership interests of Sunnyside Cogeneration Partners, L.P., 
which owns and operates a 5.5 megawatt electric cogeneration 
facility, located in Monterey County, California.  The initial 
cost of the investment was $5,308,467, which consisted of 
$3,782,000 of cash, $226,467 of due diligence
and other costs, and electric power equipment valued at 
$1,300,000.  The original cost of the equipment contributed by the 
Trust was $1,599,940.  In 1994, the Trust wrote down the value of 
the equipment by $299,940.  The Trust received distributions of 
$135,601, $757,498 and $606,536 from the project for the periods 
ended March 31, 1997, December 31, 1996 and December 31, 1995, 
respectively.
	
California Pumping Project
	On March 31, 1995, the Trust acquired a package of natural gas 
fueled diesel engines which drive deep irrigation well pumps in 
Ventura County, California.  The engines' shaft horsepower-hours 
are sold to the operator at a discount from the equivalent 
kilowatt hours of electricity.  The Trust receives a distribution 
of $0.02 per equivalent kilowatt up to 3,000 running hours per 
year and $0.01 per equivalent kilowatt for each additional running 
hour per year.  Total investment at December 31, 1996 and 1995, 
was $951,667 for an equivalent of 299.8 kilowatts of power.  The 
operator pays for fuel, maintenance, repair and replacement.  The 
Trust received distributions of $7,340, $129,179 and $105,742 from 
the project for the periods ended March 31, 1997, December 31, 
1996 and December 31, 1995 respectively.

Investments in project development limited partnerships
The Trust made investments in several limited partnerships with 
other major participants in the power industry to provide access 
to investments in larger projects in which these participants 
would take the leading role in the acquisition or development of 
such projects.  In 1994, the Trust wrote off its investment in 
these limited partnerships of $1,065,798.

In 1997 the ABB Funding Partners, L.P. refunded the Trust $73,294 
of its original capital investment of $101,850.  The refund has 
been recorded as income for the period ended March 31, 1997.

RE Power Partners, L.P. (known as the Blue Ridge project)
In 1993, the Trust entered into a limited partnership agreement to 
provide construction funding of a 3 megawatt natural gas-fueled 
cogeneration project.  During 1994, after further review of the 
project the Trust decided not to proceed with the construction 
funding.  Total costs, excluding equipment written down separately 
and transferred to the Sunnyside Cogeneration Partners, L.P., 
incurred by the Trust and subsequently written off in 1994 totaled 
$331,552.

5.  	Transactions With Managing Shareholder And Affiliates
The Trust also pays to the managing shareholder a distribution and 
offering fee in an amount up to 5% of each capital contribution 
made to the Trust.  This fee is intended to cover legal, 
accounting, consulting, filing, printing, distribution, selling 
and closing costs for the offering of the Trust.  These fees were 
recorded as a reduction in shareholders' capital contributions.


<PAGE>Ridgewood Electric Power Trust II
Notes to Financial 
Statements                                                              
                                                

The Trust pays to the managing shareholder an investment fee of 2% 
of each capital contribution made to the Trust.  The fee is 
payable to the managing shareholder for its services in 
investigating and evaluating investment opportunities and 
effecting transactions for investing the capital of the Trust.

The Trust entered into a management agreement with the managing 
shareholder, under which the managing shareholder renders certain 
management, administrative and advisory services and provides 
office space and other facilities to the Trust.  As compensation 
to the managing shareholder, the Trust pays the managing 
shareholder an annual management fee equal to 2.5% of the net 
asset value of the Trust payable monthly upon the closing of the 
Trust.  For the periods ended March 31, 1997, December 31, 1996 
and December 31, 1995, the Trust paid management fees to the 
managing shareholder of zero, $328,952, and $494,023, 
respectively.

Under the Declaration of Trust, the managing shareholder is 
entitled to receive each year 1% of all distributions made by the 
Trust (other than those derived from the disposition of Trust 
property) until the shareholders have been distributed in respect 
of the year an amount equal to 15% of their equity contribution.  
Thereafter, the managing shareholder is entitled to receive 20% of 
the distributions for the remainder of the year.  The managing 
shareholder is entitled to receive 1% of the proceeds from 
dispositions of Trust properties until the shareholders have 
received cumulative distributions equal to their original 
investment ("Payout").  In all cases, after Payout the managing 
shareholder is entitled to receive 20% of all remaining 
distributions of the Trust. 

Where permitted, in the event the managing shareholder or an 
affiliate performs brokering services in respect of an investment 
acquisition or disposition opportunity for the Trust, the managing 
shareholder or such affiliate may charge the Trust a brokerage 
fee.  Such fee may not exceed 2% of the gross proceeds of any such 
acquisition or disposition.  No such fees were paid through 
December 31, 1996.

The managing shareholder purchased 1.45 shares of the Trust for 
$121,800.  Through the closing of the Trust's offering on January 
3, 1994, commissions and placement fees of $248,807 were earned by 
Ridgewood Securities Corporation, an affiliate of the managing 
shareholder.

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

In 1996, under an Operating Agreement with the Trust, Ridgewood 
Power Management Corporation ("Ridgewood Management"), an entity 
related to the managing shareholder through common ownership, 
provides management, purchasing, engineering, planning and 
administrative services to the power generation project operated 
by the Trust.  Ridgewood Management charges the project at its 
cost for these services and for the allocable amount of certain 
overhead items.  Allocations of costs are on the basis of 
identifiable direct costs, time records or in proportion to amount 
invested in projects managed by Ridgewood Management.


<PAGE>
               RIDGEWOOD ELECTRIC POWER TRUST II

                   MANAGEMENT'S DISCUSSION AND
              ANALYSIS OF FINANCIAL CONDITION AND
                    RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q, like some other statements made by 
the Trust from time to time, has forward-looking statements.  These 
statements discuss business trends and other matters relating to the 
Trust's future results and the business climate.  In order to make these 
statements, the Trust has had to make assumptions as to the future.  
It has also had to make estimates in some cases about events that have 
already happened, and to rely on data that may be found to be inaccurate 
at a later time.  Because these forward-looking statements are based on 
assumptions, estimates and changeable data, and because any attempt to 
predict the future is subject to other errors, what happens to the Trust 
in the future may be materially different from the Trust's forward-
looking statements.  

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.  

By making these statements now, the Trust is not making any commitment 
to revise these forward-looking statements to reflect events that happen 
after the date of this document or to reflect unanticipated future 
events.

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


Three months ended March 31, 1997 versus three months ended 
March 31, 1996

Results of operations

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.  In addition, income and cash flow earned by the 
three Projects located in California is seasonal, peaking in the third 
quarter of the year as summer heat increases demand for electricity and 
for chilled water and electricity prices are at peak levels and falling 
in the fourth and first quarters, when prices for electricity are at 
lower off-peak levels and equipment maintenance is performed.

For the quarter ended March 31, 1997, the Trust's net income decreased 
by $298,000 (56.0%) from the same quarter in 1996.  The decrease 
reflects a $153,000 (22.4%) decrease in distributions received from 
Projects in which the Trust has invested, an increase of $2,000 in 
interest income and an increase of $147,000 in Trust expenses.  
Distributions from the Columbia Project were lower by $195,000, the 
Monterey Project by $75,000 and the Pump Services Project by $14,000.  
Distributions from the San Diego Project were higher by $50,000 and from 
the Berkshire Project by $8,000.  In addition, the Trust received a 
$73,000 distribution from a project development limited partnership for 
which the Trust had previously written off its investment.  Interest 
income increased because cash was consolidated at the Trust level during 
the first quarter of 1997 and invested in higher yielding investment 
accounts.  

For the quarter ended March 31, 1997, the Trust's expenses increased by 
$147,000 from the same period in 1996.  Administrative and other expense 
increased by $281,000, reflecting the write-down of electric power 
generation equipment to its net realizable value of $50,000, and the 
management fee payable to the Managing Shareholder decreased by 
$124,000.  There were no material changes in the other expense 
categories.

Liquidity and Capital Resources

For the quarter ended March 31, 1997, the Trust's cash and cash 
equivalents increased by $178,000, reflecting the consolidation of 
Project cash balances at the Trust level.  During the quarter, net cash 
provided by operating activities was $676,000 and cash distributions to 
shareholders were $498,000, as compared to $426,000 and $528,000, 
respectively, in the first quarter of 1996.  

The Trust is in the process of obtaining a $500,000 line of credit, 
which it plans to have in place in the third quarter of 1997.  The line 
of credit is being 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.  

Other than investments of available cash in power generation Projects, 
obligations of the Trust are generally limited to payment of the 
management fee to the Managing Shareholder, payments for certain 
accounting and legal services to third persons and distributions to 
shareholders of available operating cash flow generated by the Trust's 
investments.  The Trust's policy is to distribute as much cash as is 
prudent to shareholders.  Accordingly, the Trust has not found it 
necessary to retain a material amount of working capital.  The amount of 
working capital retained will be further reduced by obtaining a line of 
credit.

Certain Industry Trends

The industry trend toward deregulation of the electric power generating 
and transmission industries has accelerated after the adoption of Order 
888 by the Federal Energy Regulatory Commission ("FERC") on April 24, 
1996.  
A number of major states, including California, have adopted proposals 
to allow "retail wheeling," which would allow any qualified generator to 
use utility transmission and distribution networks to sell electricity 
directly to utility customers.  As a result, profound changes 
in the industry are occurring, marked by consolidations of utilities, 
large scale spin-offs or sales of generating capacity, reorganizations 
of power pools and transmission entities, and attempts by electric 
utilities to recover stranded costs and alter power purchase contracts 
with independent power producers such as the Trust.

It is too early to predict the effects of these trends and others on the 
Trust's business.  A critical issue for the Trust, however, is whether 
any action will be taken to modify its existing power purchase contracts 
or to shift costs to independent power producers.  To date, neither FERC 
nor the state authorities have adopted measures that would impair power 
purchase contracts and the Trust is not aware of any other such action 
by regulatory authorities in other states where it does business.  

Legislative and regulatory action is unpredictable and at any time 
federal or state legislatures or regulators could adopt measures that 
would be materially adverse to the Trust's business.  Further, volatile 
market conditions could adversely affect the Trust's operations and the 
actions of other industry participants, such as electric utilities, 
which in turn could affect the Trust.  

Natural gas prices, which peaked in early 1997, fell somewhat toward the 
end of the first quarter of 1997.  However, prices remain elevated and 
have not moderated to the extent seen in prior late spring periods.  If 
the Trust is unable to obtain long-term supplies of gas at favorable 
prices, it runs the risk of having to purchase gas at elevated prices 
later in 1997.  In that event, the profitability of Projects fueled by 
natural gas could be significantly impaired.


                 PART II - OTHER INFORMATION
                              
Item #1 Legal Proceedings

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

Item #6 Exhibits and Reports on Form 8-K
          a. Exhibits
                 Exhibit 27. Financial Data Schedule
          B. Reports on Form 8-K
                 No reports have been filed on Form 8-K
during this quarter.


           RIDGEWOOD ELECTRIC POWER TRUST II
             SIGNATURES
     Pursuant to the requirement of the Securities Exchange
Act of 1934, the registrant has duly caused this report to 
be signed on its behalf by the undersigned thereunto duly
authorized.




RIDGEWOOD ELECTRIC POWER TRUST II              Registrant


May 14, 1997        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)