FORM 10-Q
                      SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

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


                  For the quarterly period ended March 31, 2002
                          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. Consolidated Financial Statements









                          Ridgewood Electric Power Trust II

                          Consolidated Financial Statements

                                   March 31, 2002



<PAGE>



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



                                                       March 31,    December 31,
                                                         2002           2001
                                                     -----------    -----------
Assets:
Cash and cash equivalents ........................   $   158,686    $   175,403
Restricted cash ..................................       202,570        202,570
Trade receivables ................................       283,260        267,870
Current portion of note receivable from
 sale of investment ..............................       533,466        522,938
Due from affiliates ..............................        20,200         20,200
Other current assets .............................        36,664         35,909
                                                     -----------    -----------

       Total current assets ......................     1,234,846      1,224,890

Investment in B-3 Limited Partnership ............     2,479,202      2,527,395

Plant and equipment ..............................     3,415,695      3,419,000
Accumulated depreciation .........................    (1,471,929)    (1,415,698)
                                                     -----------    -----------
                                                       1,943,766      2,003,302
                                                     -----------    -----------

Electric power sales contract ....................     3,032,000      3,032,000
Accumulated amortization .........................      (879,280)      (848,960)
                                                     -----------    -----------
                                                       2,152,720      2,183,040
                                                     -----------    -----------

Note receivable from sale of investment,
 less current portion ............................       140,147        277,528
                                                     -----------    -----------


        Total assets .............................   $ 7,950,681    $ 8,216,155
                                                     -----------    -----------

Liabilities and Shareholders' Equity:
Liabilities:
Accounts payable and accrued expenses ............   $   149,082    $   230,209
Due to affiliates ................................        66,690        182,215
                                                     -----------    -----------
        Total current liabilities ................       215,772        412,424

Commitments and contingencies ....................          --             --

Shareholders' Equity:
Shareholders' equity (235.3775 investor
 shares issued and outstanding) ..................     7,858,804      7,926,938
Managing shareholder's accumulated deficit
 (1 management share issued and outstanding) .....      (123,895)      (123,207)
                                                     -----------    -----------
        Total shareholders' equity ...............     7,734,909      7,803,731
                                                     -----------    -----------

        Total liabilities and shareholders' equity   $ 7,950,681    $ 8,216,155
                                                     -----------    -----------





      See accompanying notes to the consolidated financial statements.


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

                                                   Three Months Ended
                                                 ----------------------
                                                 March 31,    March 31,
                                                   2002         2001
                                                              Restated
                                                 ---------    ---------

Power generation revenue .....................   $ 736,785    $ 375,133

Cost of sales, including depreciation and
   amortization of $86,551 and $86,552 in 2002
   and 2001 ..................................     697,605      415,486
                                                 ---------    ---------

Gross (loss) profit ..........................      39,180      (40,353)

General and administrative expenses ..........      31,959      224,001
Management fee paid to managing shareholder
                                                    29,264       25,693
                                                 ---------    ---------
     Total other operating expenses ..........      61,223      249,694
                                                 ---------    ---------

Loss from operations .........................     (22,043)    (290,047)
                                                 ---------    ---------

Other income (expense):
   Interest income ...........................      18,116       28,553
   Equity loss from B-3 Limited Partnership ..     (48,193)     (77,920)
    Other expense ............................     (16,702)     (10,307)
                                                 ---------    ---------

     Other income (expense), net .............     (46,779)     (59,674)
                                                 ---------    ---------

Net loss .....................................   $ (68,822)   $(349,721)
                                                 ---------    ---------

















      See accompanying notes to the consolidated financial statements.


<PAGE>



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

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

Shareholders' equity,
 December 31, 2001 ....   $ 7,926,938    $  (123,207)   $ 7,803,731

Net loss for the period       (68,134)          (688)       (68,822)
                          -----------    -----------    -----------

Shareholders' equity,
 March 31, 2002 .......   $ 7,858,804    $  (123,895)   $ 7,734,909
                          -----------    -----------    -----------




























           See accompanying notes to the consolidated financial statements


<PAGE>




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


                                                         Three Months Ended
                                                       March 31,    March 31,
                                                         2002         2001
                                                                    Restated
                                                       ---------    ---------

Cash flows from operating activities:
     Net loss ......................................   $ (68,822)   $(349,721)
                                                       ---------    ---------

     Adjustments to reconcile net loss to net cash
      flows from operating activities:
     Depreciation and amortization .................      86,551       86,552
     Proceeds from note receivable .................     126,853      117,131
     Equity in earnings from unconsolidated B-3
       Limited Partnership .........................      48,193       77,920
     Changes in assets and liabilities:
       (Increase) decrease in trade receivables ....     (15,390)     372,250
       (Increase) decrease in other current assets .        (755)      13,358
       (Decrease) increase in accounts payable and
         accrued expenses ..........................     (81,127)      76,693
       Decrease in due to/from affiliates, net .....    (115,525)    (288,055)
                                                       ---------    ---------
         Total adjustments .........................      48,800      455,849
                                                       ---------    ---------

         Net cash (used in) provided by operating
          activities ...............................     (20,022)     106,128
                                                       ---------    ---------

Cash flows from investing activities:
     Reimbursement of capital expenditures .........       3,305         --
                                                       ---------    ---------
         Net cash provided by investing activities .       3,305         --
                                                       ---------    ---------


Net (decrease) increase in cash and cash equivalents     (16,717)     106,128
Cash and cash equivalents, beginning of year .......     175,403      173,054
                                                       ---------    ---------

Cash and cash equivalents, end of period ...........   $ 158,686    $ 279,182
                                                       ---------    ---------













  See accompanying notes to the consolidated financial statements.


<PAGE>


Ridgewood Electric Power Trust II
Notes to the Consolidated Financial Statements (unaudited)
--------------------------------------------------------------------------------

1. General

In the opinion of management, the accompanying unaudited consolidated financial
statements contain all adjustments, which consist of normal recurring
adjustments, necessary for the fair presentation of the results for the interim
periods. Additional footnote disclosure concerning accounting policies and other
manners are disclosed in Ridgewood Electric Power Trust II's consolidated
financial statements included in the 2001 Annual Report on Form 10-K, which
should be read in conjunction with these consolidated financial statements.
Certain prior year amounts have been reclassified to conform to the current year
presentation.

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

2.       Summary Results of Operations for Selected Investments

Summary results of operations for the B-3 Limited Partnership, which are
accounted for under the equity method, were as follows:

                        Three Months Ended
                             March 31,
                         2002          2001
                     -----------   -----------
Revenue ..........   $ 1,202,000   $ 1,057,000
Operating expenses     1,189,000     1,107,000
Net income (loss)*        13,000       (50,000)

*The partnership  agreement  requires income (loss) earned by the partnership to
be allocated and distributed to the partners as follows:
1. Gross income is allocated as  distributions  declared have been  allocated to
   the partners.
2. The  difference  between  distributions   declared  and  net  income  before
   depreciation is allocated to the partners according to partnership interests
3. Depreciation expense is allocated to the partners proportionally according to
   their original capital contributions to the partnership.

3.        Accounting Changes

Effective on January 7, 2002, the shareholders of the Trust consented to end its
election to be treated as a Business Development Corporation ("BDC") under the
Investment Company Act of 1940. As a BDC under the 1940 Act, the Trust utilized
generally accepted accounting principles for investment companies. As a result
of the elimination of the BDC status, the Trust now utilizes generally accepted
accounting principles for operating companies. In accordance with the generally
accepted accounting principles for BDCs, investments in power generation
projects were stated at fair value in previously issued financial statements. As
a result of the elimination of the BDC status, consolidation and equity method
accounting principles now apply to the accounting for investments. Accordingly,
the financial data for all prior periods presented have been restated to reflect
the use of consolidation and equity method accounting principles



<PAGE>


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

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

Introduction

The consolidated financial statements include the accounts of the Trust and the
limited partnerships owning the Monterey and California Pumping Projects. The
Trust uses the equity method of accounting for its investment in the B-3 Limited
Partnership, which the Trust owns holds a 50.01% non-controlling interest.

Results of Operations

Power generation revenue increased $362,000, or 49.1%, to $737,000 in the first
quarter of 2002 compared to $375,000 in the first quarter of 2001. The increase
is primarily due to the Monterey Project operating on its normal schedule during
the first quarter of 2002 as compared to the first quarter of 2001 when the
plant was mostly idle due to Pacific Gas and Electric Company ("PG&E")'s failure
to pay the project for power delivered since December 1, 2000, as a result of
the California energy crisis.

Gross profit increased by $80,000 to $39,000 in the first quarter of 2002. The
increase is a result of an increase in energy generation, offset by a decrease
in the energy rate charged as a result of the California energy crisis in the
first quarter of 2001.

General and administrative expenses decreased by $192,000 to $32,000 for the
first quarter of 2002. The decrease is attributable to the legal fees incurred
and the loss recognized on the sale of uncollected receivables in the first
quarter of 2001 due to PG&E's failure to pay the project for power delivered
since December 1, 2000. The management fee and other expenses for the first
quarter were consistent with the prior year.

Interest income decreased from $29,000 in the first quarter of 2002 to $18,000
in the first quarter of 2002 due to lower average cash balances.

Equity loss from the B-3 Limited Partnership decreased in the first quarter of
2002 as compared to the first quarter of 2001 due to the increase in revenues in
the current year.

Liquidity and Capital Resources

Obligations of the Trust are generally limited to payment of the management fee
to the Managing Shareholder and payment of certain accounting and legal services
to third parties. The Trust ceased making distributions to shareholders in the
first quarter of 2001, but resumed making distributions in April 2002.

The Trust expects that its cash flows from operations will be sufficient to fund
its obligations for the next twelve months.


Forward-looking statement advisory

This Quarterly Report on Form 10-Q, as with some other statements made by the
Trust from time to time, contains forward-looking statements. These statements
discuss business trends and other matters relating to the Trust's future results
and the business climate and are found, among other places, in the notes to
financial statements and at Part I, Item 2, Management's Discussion and
Analysis. In order to make these statements, the Trust has had to make
assumptions as to the future. It has also had to make estimates in some cases
about events that have already happened, and to rely on data that may be found
to be inaccurate at a later time. Because these forward-looking statements are
based on assumptions, estimates and changeable data, and because any attempt to
predict the future is subject to other errors, what happens to the Trust in the
future may be materially different from the Trust's statements here.

The Trust therefore warns readers of this document that they should not rely on
these forward-looking statements without considering all of the things that
could make them inaccurate. The Trust's other filings with the Securities and
Exchange Commission and its Confidential Memorandum discuss many (but not all)
of the risks and uncertainties that might affect these forward-looking
statements.

Some of these are changes in political and economic conditions, federal or state
regulatory structures, government taxation, spending and budgetary policies,
government mandates, demand for electricity and thermal energy, the ability of
customers to pay for energy received, supplies of fuel and prices of fuels,
operational status of plant, mechanical breakdowns, availability of labor and
the willingness of electric utilities to perform existing power purchase
agreements in good faith. Some of the cautionary factors that readers should
consider are described in the Trust's most recent Annual Report on Form 10-K.

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



<PAGE>


PART II - OTHER INFORMATION
    None


<PAGE>


                             SIGNATURES

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

                RIDGEWOOD ELECTRIC POWER TRUST II
                          Registrant

May 15, 2002                    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)