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 September 30, 2000

                         Commission file Number 0-21304

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

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. YES [X] NO [ ]

<PAGE>



                         PART I. - FINANCIAL INFORMATION

Item 1. Financial Statements









                        Ridgewood Electric Power Trust II

                              Financial Statements

                               September 30, 2000



<PAGE>



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


                                             September 30,    December 31,
                                                 2000             1999
                                              ------------    ------------
                                              (unaudited)
Assets:

Investments in power generation projects ..   $ 10,576,281    $ 10,274,790
Cash and cash equivalents .................        116,514         537,541
Notes receivable from sale of investment ..      1,398,145       1,729,181
Other assets ..............................          2,818           3,306
                                              ------------    ------------
 Total assets .............................   $ 12,093,758    $ 12,544,818
                                              ------------    ------------

Liabilities and Shareholders' Equity:

Accounts payable and accrued expenses .....   $     44,735    $     49,923
Borrowings under line of credit agreements            --           400,000
Due to affiliates .........................        106,822         153,191
                                              ------------    ------------
 Total liabilities ........................        151,557         603,114
                                              ------------    ------------

Commitments and contingencies

Shareholders' equity:
Shareholders' equity (235.3775 shares
 issued and outstanding) ..................     12,024,022      12,023,530
Managing shareholder's accumulated deficit         (81,821)        (81,826)
                                              ------------    ------------
 Total shareholders' equity ...............     11,942,201      11,941,704
                                              ------------    ------------
 Total liabilities and shareholders' equity   $ 12,093,758    $ 12,544,818
                                              ------------    ------------

















                 See accompanying note to financial statements.


<PAGE>



Ridgewood Electric Power Trust II
Statement of Operations (unaudited)
--------------------------------------------------------------------------------

                            Nine Months Ended      Three Months Ended
                            -------------------    ------------------
                                September 30,        September 30,
                              2000       1999       2000       1999
                            --------   --------   --------   --------
Revenue:
Income from power
 generation projects ....   $433,281   $221,702   $113,996   $ 57,884
Other income ............     22,416       --        5,703       --
Interest income .........    104,751    123,722     31,514     39,313
                            --------   --------   --------   --------
      Total revenue .....    560,448    345,424    151,213     97,197
                            --------   --------   --------   --------

Expenses:
Accounting and legal fees     42,863     38,972     21,570     12,519
Management fee ..........       --       55,607       --         --
Interest expense ........      9,063     24,094       --        8,705
Miscellaneous ...........     31,716     54,918     16,305      7,872
                            --------   --------   --------   --------
      Total expenses ....     83,642    173,591     37,875     29,096
                            --------   --------   --------   --------

Net income ..............   $476,806   $171,833   $113,338   $ 68,101
                            --------   --------   --------   --------

















                 See accompanying note to financial statements.


<PAGE>



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

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

Shareholders' equity,
 December 31, 1999 ......   $ 12,023,530    $    (81,826)   $ 11,941,704

Distributions ...........       (471,546)         (4,763)       (476,309)

Net income for the period        472,038           4,768         476,806
                            ------------    ------------    ------------
Shareholders' equity,
 September 30, 2000 .....   $ 12,024,022    $    (81,821)   $ 11,942,201
                            ------------    ------------    ------------


















                  See accompanying note to financial statements


<PAGE>



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


                                               Nine Months Ended
                                              -----------------------
                                           September 30,    September 30,
                                                 2000         1999
                                               ---------    ---------

Cash flows from operating activities:
Net income .................................   $ 476,806    $ 171,833
                                               ---------    ---------
Adjustments  to  reconcile  net
  income to net cash  flows  from
  operating activities:
 Additional investment in power
  generation projects, net .................    (301,491)     (11,420)
 Proceeds from note receivable .............     331,036      305,665
 Changes in assets and liabilities:
  Decrease in due from affiliates ..........        --          8,819
  Decrease in other assets .................         488        1,315
  Decrease in accounts payable and
   accrued expenses ........................      (5,188)     (65,434)
  (Decrease) increase in due to affiliates .     (46,369)     246,680
                                               ---------    ---------
  Total adjustments ........................     (21,524)     485,625
                                               ---------    ---------
  Net cash provided by operating activities      455,282      657,458
                                               ---------    ---------

Cash flows from financing activities:
 Cash distributions to shareholders ........    (476,309)    (285,305)
 Repayment of line of credit facility ......    (400,000)    (450,000)
 Borrowing under line of credit facility ...        --        150,000
                                               ---------    ---------
  Net cash used in financing activities ....    (876,309)    (585,305)
                                               ---------    ---------

Net (decrease) increase in cash
 and cash equivalents ......................    (421,027)      72,153

Cash and cash equivalents, beginning of year     537,541         --
                                               ---------    ---------
Cash and cash equivalents, end of period ...   $ 116,514    $  72,153
                                               ---------    ---------







                 See accompanying note to financial statements.



<PAGE>
Ridgewood Electric Power Trust II
Note to Financial Statements (unaudited)
--------------------------------------------------------------------------------

1. General

In the opinion of management,  the accompanying  unaudited financial  statements
contain  all  adjustments,   which  consist  of  normal  recurring  adjustments,
necessary  for the fair  presentation  of the results  for the interim  periods.
Additional footnote disclosure  concerning accounting policies and other manners
are  disclosed  in  Ridgewood  Electric  Power Trust II's  financial  statements
included  in the 1999  Annual  Report  on Form  10-K,  which  should  be read in
conjunction  with these  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.



<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  Trust  carries  its  investment  in  Projects  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 by the Projects to fund capital expenditures.

Results of Operations

As summarized below, total revenue increased 62.3% to $560,000 in the first nine
months of 2000  compared  to  $345,000  in the same  period  in 1999,  primarily
because  of  higher  distributions  from the  Columbia  projects.  Revenue  also
increased  55.7% to $151,000 in the third quarter of 2000 compared to $97,000 in
the same period in 1999, mainly due to the Monterey Project.

Project
-------
      Nine months ended September 30,   Three months ended September 30,
                  -------------------   -------------------
                    2000       1999       2000       1999
                  --------   --------   --------   --------
Monterey ......   $224,000   $167,000   $114,000   $ 31,000
Columbia ......    200,000       --         --         --
Pump Services .      9,000     54,000       --       27,000
Other income ..     22,000       --        5,000       --
Interest income    105,000    124,000     32,000     39,000
                  --------   --------   --------   --------
                  $560,000   $345,000   $151,000   $ 97,000
                  --------   --------   --------   --------

The  nine  months  ended  increase  in  Monterey  revenue  for  September  30 is
attributable  to higher energy sales.  The  improvement in the third quarter was
primarily due to lower legal fees associated  with the proceedings  with Pacific
Gas & Electric Company (see Legal Proceedings below).

The  increase in  revenues  from  Columbia  reflects  increased  revenues at the
project level from disposal of construction  and demolition  material as well as
the timing of distributions from the project to the Trust.

The decrease in  distributions  from the Pump Services  investment  reflects the
lower sales and the higher cost of diesel and natural gas fuel in 2000.

Other income reflects the  reimbursement of the Trust's legal defense costs from
a lawsuit that was dismissed in a prior year.

Interest income declined primarily because interest represents a smaller portion
of the constant  monthly payment from the note received from the sale of the San
Diego project in 1997.

Total expenses  decreased  $90,000 (51.7%) to $84,000 fort the first nine months
of 2000 compared to the same period in 1999  reflecting a lower  management fee,
which was waived beginning in April 1999.


Liquidity and Capital Resources

In 1997,  the Trust and Fleet Bank,  N.A. (the "Bank")  entered into a revolving
line of credit agreement,  whereby the Bank provides a three year committed line
of credit  facility of $750,000.  Outstanding  borrowings  bear  interest at the
Bank's  prime rate or, at the  Trust's  choice,  at LIBOR plus 2.5%.  The credit
agreement  requires  the Trust to maintain a ratio of total debt to tangible net
worth of no more than 1 to 1 and a minimum debt service  coverage  ratio of 2 to
1. The credit facility was obtained in order to allow the Trust to operate using
a minimum amount of cash,  maximize the amount invested in Projects and maximize
cash  distributions  to  shareholders.  Borrowings  under the credit facility of
$400,000 at December 31, 1999 were repaid in the quarter ended March 31, 2000.

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

The Trust  anticipates  that its cash flow from  operations  during 2000 will be
adequate to fund its obligations.


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 note 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

Item 1. Legal  Proceedings

Please  refer to Item 3 of the Trust's  Annual  Report on Form 10-K for the year
1999 for a  description  of the  litigation  between  Pacific  Gas and  Electric
Company ("PGE") and the Trust's  subsidiary that owns the Monterey  Project.  As
previously  disclosed in the Trust's most recent  Quarterly  Report on Form 10-Q
dated August 14, 2000,  PGE dismissed  without  prejudice the  litigation in the
California  state  courts  and  intended  to  file  before  the  Federal  Energy
Regulatory  Commission ("FERC").  On October 16, 2000, PGE began a proceeding at
FERC requesting  that FERC declare that the Monterey  Project is not and has not
been a qualifying facility since 1991. Further,  PGE might be entitled to cancel
the power purchase contract and end future capacity payments to the Project.  In
addition,  PGE is requesting over $800,000 in refunds from the project, alleging
that the  Project  was not  entitled  to  preferential  California  natural  gas
transportation rates given to qualifying facilities.

The Trust believes that it has a strong legal and  engineering  case that proves
that the Monterey Project has been and is a qualifying  facility and that PGE is
not entitled to any relief. The Trust is defending the Project  vigorously.  The
administrative  proceedings  before FERC are likely to be prolonged,  but PGE is
obligated to honor the existing power purchase agreement while they are pending.
Proceedings  before an  expert  government  agency  should  be  materially  less
expensive than the prior costs of litigation in California.  There are, however,
many   uncertainties  in  any  agency   proceeding  and  those  costs  might  be
significantly higher than expected.














<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

November 13, 2000                   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)