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         September 30, 1998

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
<TABLE>                              
                RIDGEWOOD ELECTRIC POWER TRUST II
                       BALANCE SHEETS
                         (Unaudited)
                              
<CAPTION>
                                             September 30,     December 31,
                                                 1998               1997
<S>                                            <C>               <C>

Assets:

Investments in power generation projects       $  12,609,307     $ 12,609,307
Cash and cash equivalents                                ---          175,818
Notes receivable from sale of investment           2,238,760        2,521,001
Due from affiliates                                  257,637          144,113
Other assets                                           3,526            2,436

   Total assets                                $  15,109,230     $ 15,452,675


Liabilities and Shareholders' Equity:

Accounts payable and accrued expenses          $     112,211     $     32,186
Line of credit borrowing                             200,000              ---
Due to affiliates                                    157,467          156,735

   Total liabilities                                 469,678          188,921


Shareholders' equity:

Shareholders' equity (235.3775 shares 
issued and outstanding)                           14,694,390       15,312,360
Managing shareholder's accumulated deficit           (54,848)         (48,606)

   Total shareholders' equity                     14,639,552       15,263,754

   Total liabilities and shareholders' equity  $  15,109,230     $ 15,452,675

<FN>
See Accompanying Notes to Financial Statements
</TABLE>
<PAGE>
<TABLE>
                  RIDGEWOOD ELECTRIC POWER TRUST II
                      STATEMENTS OF OPERATIONS
                 FOR THE NINE MONTHS AND QUARTERS
          ENDED SEPTEMBER 30, 1998 AND SEPTEMBER 30, 1997
                           (Unaudited)
                           
<CAPTION>

                             Nine Months Ended             Quarter Ended
                       September 30,  September 30, September 30, September 30,
                          1998            1997          1998          1997
<S>                            <C>          <C>           <C>          <C>       

Revenue:

Income from power 
generation projects            $ 742,004    $ 1,330,418   $ 206,882    $346,918
Gain on sale of 
RSD Power Partners                   ---      2,553,433         ---     (40,883)
Interest income                  151,209         77,744      47,417      71,044 
   Total revenues                893,213      3,961,595     254,299     377,079


Expenses:

Accounting and legal fees        49,140         35,722      23,889       18,342
Management fee                  287,163        281,710      95,721      111,347
Writedown of electric 
power equipment                     ---        281,018         ---          ---
Miscellaneous                    39,880         22,915      13,893        5,324 
                                376,183        621,365     133,503      135,013 

Net income                   $  517,030  $   3,340,230   $ 120,796     $242,066



<FN>  See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>

           RIDGEWOOD ELECTRIC POWER TRUST II          
     STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
          FOR THE PERIOD ENDED SEPTEMBER 30, 1998
                      (unaudited)

<CAPTION>

                                                          Managing
                                          Shareholders   Shareholder      Total
<S>                                        <C>           <C>           <C>
Shareholders' equity, December 31, 1997    $15,312,360   $ (48,606)    $15,263,754 

Cash distributions                          (1,129,820)    (11,412)     (1,141,232)

Net income for the period                      511,860       5,170         517,030 

Shareholders' equity, September 30, 1998   $14,694,400     (54,848)    $14,639,552
<FN>
See Accompanying Notes to Financial Statements
</TABLE>

<PAGE>
<TABLE>
                    RIDGEWOOD ELECTRIC POWER TRUST II 
                         STATEMENTS OF CASH FLOWS
                            FOR THE NINE MONTHS
              ENDED SEPTEMBER 30, 1998 AND SEPTEMBER 30, 1997
                              (Unaudited)

<CAPTION>

                                            Nine months        Nine months
                                         ended September 30, ended September 30,
                                               1998                1997
<S>                                           <C>            <C>

Cash flows from operating activities:
Net income                                    $   517,030    $  3,340,230

Adjustments to reconcile net income to 
net cash flows from operating activities

Gain on sale of RSD Power Partners                    ---      (2,553,433)
Sale of investment in RSD Power Partners              ---       3,242,176
Writedown of electric power equipment                 ---         276,893
Proceeds from note receivable                     282,241          88,608

Changes in assets and liabilities:

(Increase) decrease in other assets                (1,090)         15,373
Increase in accounts payable and
Accrued expenses                                   80,025          21,974
Increase (decrease) in due to affiliates, net    (112,792)         59,266

   Total adjustments                              248,384       1,150,857

Net cash provided by operating activities         765,414       4,491,087

Cash flows from financing activities:

Borrowings under line of credit agreement         200,000             ---
Cash distributions to shareholders             (1,141,232)     (1,591,092)

Net cash used in financing activities            (941,232)     (1,591,092)

Net (decrease) increase 
in cash and cash equivalents                     (175,818)        202,170

Cash and cash equivalents, 
beginning of period                               175,818             ---

Cash and cash equivalents, end of period      $       ---    $    202,170






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

<PAGE>

RIDGEWOOD ELECTRIC POWER TRUST II
NOTE TO FINANCIAL STATEMENTS

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 1997 Annual Report on Form 10-K, which should be 
read in conjunction with these financial statements.

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. Borrowings Under Line of Credit Agreement

In August 1998, the Trust borrowed $200,000 under its line 
of credit agreement with Fleet Bank.  In October 1998, the 
Trust borrowed an additional $100,000 under this agreement.  
The borrowing bears interest at LIBOR plus 2.5% and must be 
repaid by July 1999.

3.  Purchase of Pump Services Operations

On October 16, 1998, the Trust and Ridgewood Electric 
Power Trust IV ("Trust IV") entered into a Termination and 
Sale Agreement with H.E.P., Inc. ("H.E.P."),  the operator 
of the Trust and Trust IV's California Pumping Projects.  
Under the terms of the agreement, H.E.P. ceased operating 
the projects and transferred all project related assets to 
the Trust and Trust IV.   The Trust and Trust IV paid 
$105,840 and $94,160, respectively, to H.E.P. as consideration 
under this agreement.  Ridgewood Power Corporation is the 
managing shareholder of both the Trust and Trust IV.  
Ridgewood Power Management Corporation, an entity related 
to Ridgewood Power Corporation through common ownership, 
will operate the projects.

4. Investment in Pittsfield Investors Limited Partnership 
("PILP")

The Trust has invested $2,347,330, as a limited partner, 
in PILP.  PILP operates a waste-to energy incinerator in 
Pittsfield, Massachusetts and is managed by a subsidiary 
of Energy Answers Corporation of Albany, New York ("EAC").

In the third quarter of 1998, EAC informed the Trust that 
significant cost overruns in the construction of an ash 
handling system for the PILP project had depleted PILP's 
funds, including reserve funds for closure of a landfill 
and other reserves.  EAC believed that PILP could not 
continue operations without significant capital injections 
from its two limited partners, one of whom is the Trust.  
EAC further advised the Trust that distributions from PILP 
to the Trust would cease.

The Trust's managing shareholder requested detailed 
additional information and a revised operating plan from 
EAC. In the managing shareholder's opinion, EAC has not 
yet adequately responded to these requests.  The Trust 
also has conducted on-site reviews by its financial and 
engineering personnel. 

The Trust is continuing its own financial and engineering 
review of the project, is in contact with the other limited 
partner and is reviewing the short-term and long-term 
viability of PILP.  Upon receipt of the information requested 
from EAC and the completion of its review of the project, 
the Trust will determine the extent to which it should 
reduce the carrying value of its investment.  The Trust 
is also considering legal remedies against EAC and its 
affiliates.


ITEM 2 - MANAGEMENT'S DISCUSSION AND  
     ANALYSIS OF FINANCIAL CONDITION AND  
            RESULTS OF OPERATIONS  


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

Introduction

The Trust carries its investment in 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.

The Berkshire Project receives revenue in the form of tipping 
fees for waste delivered to the facility and from steam sold 
under a long-term contract which expires in 2004.  Tipping 
fees are based on spot market prices which may fluctuate from 
time to time.  The Project's steam customer is not obligated to 
extend the contract beyond the year 2004.

The Columbia Project receives revenue in the form of tipping 
fees for waste delivered to the facility by local waste 
haulers and transferred to long haul trucks for delivery 
to distant landfills.  The Project's profit margins have 
been reduced due to competition from national waste 
management companies operating in the same region.



Results of Operations  
<TABLE>
<CAPTION>

                    Nine Months Ended September 30,  Quarter Ended September 30,
                            1998           1997           1998          1997
<S>                     <C>           <C>               <C>        <C>
Monterey                $  389,000    $    548,000      $ 132,000  $  140,000
Berkshire                  176,000         272,000            ---      88,000
Columbia                   100,000         265,000            ---      48,000
San Diego                      ---       2,603,000            ---         ---
Sunkist                     77,000         122,000         75,000      70,000
Project development            ---          73,000            ---         ---
Interest income            151,000          78,000         47,000      31,000

Total                   $  893,000    $  3,961,000      $ 254,000  $  377,000

</TABLE>


Total revenues decreased $3,068,000 (77%) to $893,000 
for the first nine months of 1998 from $3,961,000 in the 
first nine months of 1997 primarily because of the 
$2,594,000 gain on the sale of the San Diego project 
recorded in 1997.  Distributions from the Monterey, 
Columbia and Sunkist Projects also declined by $159,000, 
$165,000 and $45,000, respectively from their 1997 levels.
  The decline from the Monterey Project was attributable to 
increased maintenance costs from a periodic overhaul of 
its engines and reduced revenues because of the scheduled 
shutdown.  The lower distributions from the Columbia Project 
in the nine months ended September 30, 1998 resulted from 
the timing of distributions as well as lower profit margins 
caused by increased competition from other waste management 
companies operating in the region.  The Trust expects this 
competitive pressure to continue.  The Sunkist Project, 
which provides irrigation pumping to Southern California 
farmers, suffered from the extraordinary rainfall that 
occurred in the first half of 1998. The increase in interest 
income from the 1997 period to the 1998 period reflects 
amounts received in 1998 on the note received as part of 
the sale price of the San Diego Project. 

Distributions from the Berkshire Project, after continuing 
at approximately the 1997 levels for the first six months 
of 1998, ceased in the third quarter of 1998.  In the third 
quarter of 1998, the manager of Berkshire informed the Trust 
that significant and undisclosed cost overruns in the 
construction of an ash handling system for the Berkshire 
Project had depleted the Project's funds, including reserve 
funds for closure of a landfill and other reserves.  The 
project manager believed that Berkshire could not continue 
operations without significant capital injections from its 
two limited partners, one of whom is the Trust.  The project 
manager further advised the Trust that even if the Project 
were to continue operations with additional contributed 
capital, in that event distributions from Berkshire to the 
Trust would cease for an indefinite period.

The Trust requested detailed additional information and a 
revised operating plan from the project manager. In the 
Trust's opinion, the project manager has not yet adequately 
responded to these requests.  The Trust also has conducted 
on-site reviews by its financial and engineering personnel.  
In early November 1998, the manager's parent company installed 
a new financial team for the Project and offered to contribute 
additional capital to the Project on the condition that the 
Trust subordinate its rights to distributions from the Project.  
The Trust is considering the offer and expects that 
negotiations will begin shortly.  

The Trust is continuing its own financial and engineering 
review of the project and is reviewing the short-term and 
long-term viability of the Berkshire project.  After 
considering the information provided and to be provided by 
the project manager, its own review of the project and the 
results, if any, of the negotiations, the Trust will 
determine the extent to which it should reduce the carrying 
value of its investment.  The Trust is also considering 
legal remedies against the project manager and its affiliates.

The changes in total revenues in the third quarter of 1998 
as compared to the third quarter of 1997 were caused by the 
same factors.

Expenses

For the nine months ended September 30, 1998, total expenses 
decreased $245,000 (39%) to $376,000 from $621,000 in the 
same period in 1997, reflecting a $281,000 write-off of 
certain electric power equipment recorded in the 1997 period.  
Expenses for  the quarter ended September 30, 1998 were 
consistent with the same period in 1997. 

Liquidity and Capital Resources

During the first nine months of 1998, the Trust's operating 
activities generated $765,000 of cash compared to $4,491,000 
of cash during the same period in 1997.  The change is 
primarily attributable to the $3,242,000 of cash received 
on the sale of the San Diego Project in the second quarter 
of 1997.  Cash distributions to shareholders decreased to 
$1,141,000 in the first nine months of 1998 from $1,591,000 
in the same period in 1997 due to decreases in the monthly 
cash distribution rate in 1998.

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.  The Trust borrowed $200,000 in August 1998 
and an additional $100,000 in October 1998 to allow more 
consistent distributions to investors when revenues are 
sporadic.  The Trust anticipates that cash flows from 
operations will be sufficient to repay these borrowings 
by July 1999.

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 significant amount of working 
capital.  The need to retain working capital is further 
reduced by the availability of the line of credit facility.

<PAGE>

                 PART II - OTHER INFORMATION
                              
Item #1 Legal Proceedings


Item #6 Exhibits and Reports on Form 8-K
          a. Exhibits
                 Exhibit 27. Financial Data Schedule

          b. Reports on Form 8-K.  The trust filed a
             current Report on Form 8-K, dated
             September 28, 1998, reporting 
             Developments at PILP under Item 5.

           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


November 18, 1998     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)