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                 June 30, 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>

               PART I. - FINANCIAL INFORMATION
                              
                RIDGEWOOD ELECTRIC POWER TRUST II
                       BALANCE SHEETS
                         (Unaudited)
                              
[CAPTION]
                             June 30,       December 31,
                                 1997              1996
[S]                          [C]            [C]

 Assets

Investments in project
  development and power
  generation projects       $12,609,151     $16,116,582
Cash and cash equivalents     3,189,092               0
Equipment power equipment        54,125         331,018
Short-term portion of
  notes receivable              365,228               0
Long-term portion of
  notes receivable            2,334,772               0
Other assets                      4,384          18,641
Total assets                $18,556,752    $ 16,466,241

Liabilities and Share-
  holders' Equity

Accounts payable and
  accrued expenses          $    18,602    $    112,482
Due to affiliates                58,456               0
                                 77,058         112,482

Shareholders' equity:

Shareholders' equity
  (235.3775 shares issued
  and outstanding)           18,496,140      16,391,464
Managing shareholder's
  accumulated deficit           (16,446)        (37,705)
Total shareholders'
   equity                    18,479,694      16,353,759

Total liabilities and
  shareholders' equity     $ 18,556,752    $ 16,466,241

[FN]
See Accompanying Notes to Financial Statements

<PAGE>
<TABLE>
                        RIDGEWOOD ELECTRIC POWER TRUST II
                             STATEMENTS OF OPERATIONS
                               FOR THE SIX MONTHS AND QUARTERS
                     ENDED JUNE 30, 1997 AND JUNE 30, 1996
                                   (Unaudited)
                           
<CAPTION>






                                Six months     Quarter      Six months      Quarter
                              ended June 30,   ended     ended June 30,  ended June 30,
                                  1997         June 30,        1996           1996
                                                1997                                   

<S>                          <C>            <C>            <C>           <C>       

Revenue:

Income from power
  generating projects          $  983,500   $   454,231   $ 1,217,261       $ 535,270
Gain on sale of RSD
  Power Partners, L.P.          2,594,316     2,594,316             0               0
Interest and dividend 
  income                            6,700         4,704           201              60

Total revenues                  3,584,516     3,053,251     1,217,462         535,330

Expenses:

Project due diligence costs         5,046         2,375             0               0
Management fee                    170,363       170,363       201,457          77,911
Accounting and legal fees          17,380         8,283        16,500           9,000
Insurance                           1,670         1,331        19,143           2,992
Writedown of electric power
  equipment                       281,018             0             0               0
Miscellaneous                      10,875         7,009         7,563           4,923
                                  486,352       189,361       244,663          94,826

Net income                    $ 3,098,164   $ 2,863,890   $   972,799       $ 440,504

Allocation to:

Shareholders                  $ 3,067,183   $ 2,835,251   $   963,071       $ 436,099
Managing shareholder               30,981        28,639         9,728           4,405
                              $ 3,098,164   $ 2,863,890   $   972,799       $ 440,504






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

<PAGE>
                            RIDGEWOOD ELECTRIC POWER TRUST II 
                                 STATEMENTS OF CASH FLOWS
                               FOR THE SIX MONTHS AND QUARTER
                          ENDED JUNE 30, 1997 AND JUNE 30, 1996
                                      (Unaudited)

[CAPTION]

                                Six months        Six months               
                               ended June 30,    ended June 30,               
                                  1997              1996                   
                                                                          
[S]                           [C]              [C]

Cash flows from operating
  activities:
Net income (loss)               $3,098,164      $ 972,799                

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


Sale of investment in 
  RSD Power Partners, L.P.       3,507,275              0                 
Writedown of electric 
  power equipment                  276,893              0              
Purchase of investments in 
  electric power projects                0        (60,431)                 

Changes in assets &
  liabilities:
(Increase) decrease in
  other assets                      (4,384)        31,200                
(Decrease) increase in
  accounts payable and
  accrued expenses                 (20,458)        (2,008)
Increase in due to affiliates        3,831              0
(Increase) in notes receivable  (2,700,000)             0                 

Total adjustments                1,063,157        (31,239)                

Net cash provided by (used in)
  operating activities           4,161,321        941,560                 

Cash used in
  financing activities:
Cash distributions to
  shareholders                    (972,229)    (1,054,140)                

Net cash provided by (used
 in) financing activities         (972,229)    (1,054,140)                

Net increase (decrease) in
 cash and cash equivalents       3,189,092       (112,580)                
Cash and cash equivalents
  beginning of year                      0        101,975                
Cash and cash equivalents
  end of period                 $3,189,092      $ (10,605)

[FN]
See Accompanying Notes to Financial Statements

<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 periods ended June 
30, 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 
Projects

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

                                June 30,       December 31, 
                                  1997            1996

Power generation and 
waste transfer projects:   

Pittsfield Investors 
Limited Partnership           $  2,347,321       $2,347,330
RSD Power 
Partners, L.P.                           0        3,507,275
B-3 Limited 
Partnership                      4,001,696        4,001,843
Sunnyside 
Cogeneration Partners, L.P.      5,308,467        5,308,467
California Pumping 
Project                            951,667          951,667

                              $ 12,609,151      $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 
$183,769, $351,451, and $446,888 from the project for the periods 
ended June 30, 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 was 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.  The aggregate 
cost of the Trust's investment in the partnership was $3,507,275.  The Trust 
received distributions of $50,000 and $618,080 from the project 
for the periods ended June 30, 1997 and December 31, 1996.

On June 25, 1997, the Trust sold its entire partnership interest in RSD Power 
Partners, L.P. to subsidiaries of NRG Energy, Inc. of Minneapolis, Minnesota 
for $6,150,000.  The Trust received $3,450,000 in cash and $2,700,000 in the 
form of an 8% promissory note payable monthly over six years.  The sale 
resulted in a gain of $2,594,316.

     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  
$217,000, 

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

$515,000 and $510,000 from the project for the periods ended June 
30, 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 
$407,375, $757,498 and $606,536 from the project for the periods 
ended June 30, 1997, December 31, 1996 and December 31, 1995, 
respectively.
     
     California Pumping Project
On June 30, 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 $52,601, $129,179 and $105,742 from 
the project for the periods ended June 30, 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 June 30, 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 June 30, 1997, December 31, 1996 
and December 31, 1995, the Trust paid management fees to the 
managing shareholder of $170,363, $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.

Six months ended June 30, 1997 versus six months ended June 30, 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 Projects located in California is seasonal, peaking in 
the third quarter of the year as summer heat increases demand for electricity 
and water for irrigation.  Electricity prices are at peak levels and fall in 
the fourth and first quarters, when prices for electricity are at lower off-
peak levels and equipment maintenance is performed.

For the six months ended June 30, 1997, the Trust's net income increased by 
$2,125,000 (218.5%) from the same period in 1996.  The increase reflects a 
gain of $2,594,000 on the sale of its entire partnership interest in RSD Power 
Partners, L.P., a $233,000 (19.2%) decrease in income received from other 
Projects in which the Trust has invested, an increase of $6,000 in interest 
income and an increase of $242,000 in Trust expenses.  Income from the 
Columbia Project was lower by $143,000, the San Diego Project by $254,000 and 
the Monterey Project by $27,000.  Income from the Pump Services Project was 
higher by $22,000 and from the Berkshire Project by $96,000.  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 half of 1997 and invested in higher yielding investment 
accounts.  

For the six months ended June 30, 1997, the Trust's expenses increased by 
$242,000 from the same period in 1996.  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 $31,000.  There were no material changes in the other 
expense categories.

     Liquidity and Capital Resources
For the six months ended June 30, 1997, the Trust's cash and cash equivalents 
increased by $3,189,000, reflecting $3,450,000 of cash received from the sale 
of its entire partnership interest in RSD Power Partners, L.P., $990,000 of 
income from other power generating projects and interest income, net of 
$205,000 of Trust cash operating expenses and $972,000 of cash distributions 
to shareholders.  A special distribution of $2,942,000 was made to 
shareholders in July 1997 from the proceeds of the sale of the San Diego 
Project.

The Trust is in the process of obtaining a $750,000 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.

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
                 A current report on Form 8-K was filed on July 9, 1997 
reporting the divestiture of the San Diego Project.


           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


August 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)