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, 2003

                         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.)

   1314 King Street, Wilmington, Delaware            19801
   ---------------------------------------------------------------------
   (Address of principal executive offices)       (Zip Code)

 (302) 888-7444 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

                               September 30, 2003



<PAGE>



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


                                                    September 30,   December 31,
                                                         2003           2002
                                                     -----------    -----------
Assets:
Cash and cash equivalents ........................   $ 1,315,609    $ 1,348,825
Restricted cash ..................................          --          550,000
Trade receivables ................................       321,755        255,082
Current portion of note receivable ...............          --          277,528
Due from affiliates ..............................        16,015         14,512
Unrealized gain on gas purchase contract .........       154,162           --
Other current assets .............................        63,718         47,151
                                                     -----------    -----------
       Total current assets ......................     1,871,259      2,493,098

Note receivable from transfer of
 investment in Limited Partnership
   interests under contractual agreements ........       879,462      1,207,795

Plant and equipment ..............................     3,441,432      3,441,432
Accumulated depreciation .........................    (1,813,876)    (1,643,080)
                                                     -----------    -----------
                                                       1,627,556      1,798,352
                                                     -----------    -----------

Electric power sales contract ....................     3,032,000      3,032,000
Accumulated amortization .........................    (1,061,200)      (970,240)
                                                     -----------    -----------
                                                       1,970,800      2,061,760
                                                     -----------    -----------

Unrealized gain on gas purchase contract,
 net of current portion ..........................        99,645           --
                                                     -----------    -----------

        Total assets .............................   $ 6,448,722    $ 7,561,005
                                                     -----------    -----------

Liabilities and Shareholders' Equity:
Liabilities:
Accounts payable and accrued expenses ............   $   118,806    $   286,007
Due to affiliates ................................        58,252         47,883
                                                     -----------    -----------
        Total current liabilities ................       177,058        333,890

Commitments and contingencies

Shareholders' Equity:
Shareholders' equity (235.3775
 investor shares issued and
   outstanding) ..................................     6,410,192      7,356,088
Managing shareholder's accumulated deficit
 (1 management share issued and outstanding) .....      (138,528)      (128,973)
                                                     -----------     -----------
        Total shareholders' equity ...............     6,271,664      7,227,115
                                                     -----------    -----------

        Total liabilities and shareholders' equity   $ 6,448,722    $ 7,561,005
                                                     -----------    -----------




        See accompanying notes to the consolidated financial statements.
<PAGE>


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

                          Nine Months Ended             Three Months Ended
                      --------------------------    --------------------------
                      September 30,  September 30,  September 30,  September 30,
                          2003           2002            2003          2002
                      -----------   ------------    -------------- -----------

Power generation
 revenue ..........   $ 2,034,773    $ 2,408,222    $   759,393    $   900,128
Cost of sales .....     2,006,328      2,199,023        803,876        782,456
                      -----------    -----------    -----------    -----------

Gross profit (loss)        28,445        209,199        (44,483)       117,672

General and
 administrative
 expenses .........       103,004        133,289         29,483         61,532
Management fee
 paid to managing
 shareholder ......        81,305         87,783         27,101         29,255
                      -----------    -----------    -----------    -----------
  Total other
   operating
   expenses .......       184,309        221,072         56,584         90,787
                      -----------    -----------    -----------    -----------

Income (loss) from
 operations .......      (155,864)       (11,873)      (101,067)        26,885
                      -----------    -----------    -----------    -----------

Other income
 (expense):
   Interest income         20,192         53,601          7,953         14,356
   Other income
    (expense) .....        (3,687)       144,129           (299)       (13,544)
   Unrealized gain
    on gas purchase
    contract, net .       253,807           --          253,807           --
   Equity income
    (loss)from B-3
    Limited
    Partnership ...          --            2,900           --          (51,034)
                      -----------    -----------    -----------    -----------
    Other income
     (expense), net       270,312        200,630        261,461        (50,222)
                      -----------    -----------    -----------    -----------


Net income (loss) .   $   114,448    $   188,757    $   160,394    $   (23,337)
                      -----------    -----------    -----------    -----------









        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, 2002 ..   $ 7,356,088    $  (128,973)   $ 7,227,115

Net income for period       113,304          1,144        114,448

Cash distributions ..    (1,059,200)       (10,699)    (1,069,899)
                        ------------  -------------   -------------

Shareholders' equity,
 September 30, 2003 .   $ 6,410,192    $  (138,528)   $ 6,271,664
                        ------------  --------------  -------------









         See accompanying notes to the consolidated financial statements


<PAGE>




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


                                                  Nine Months Ended
                                             September 30,   September 30,
                                                 2003            2002
                                             ------------    -----------

Cash flows from operating activities:
     Net income (loss) ....................   $   114,448    $   188,757
                                              -----------    -----------

     Non-cash adjustments to reconcile
      net income to net cash flows from
      operating activities:
     Depreciation and amortization ........       261,756        260,715
     Equity in earnings from unconsolidated
      B-3 Limited Partnership .............          --           (2,900)
     Unrealized gain on gas purchase
      contract ............................      (253,807)          --
     Changes in assets and liabilities:
       Decrease in restricted cash ........       550,000           --
       Increase in trade receivables ......       (66,673)       (90,561)
       Increase in other current assets ...       (16,567)       (31,386)
       (Decrease) increase in accounts
        payable and accrued expenses ......      (167,201)       138,659
       Increase (decrease) in due to/from
        affiliates, net ...................         8,866       (122,763)
                                              -----------    -----------
         Total adjustments ................       316,374        151,764
                                              -----------    -----------
         Net cash provided by
          operating activities ............       430,822        340,521
                                              -----------    -----------

Cash flows from investing activities:
     Proceeds from note receivable ........       277,528        381,679
     Proceeds from note receivable
      from transfer of investment
      in Limited Partnership interests ....       328,333      1,178,876
     Cash distribution from B-3
      Limited Partnership .................          --          200,000
     Capital expenditures .................          --          (24,695)
                                              -----------    -----------
       Net cash provided by investing
        activities ........................       605,861      1,735,860
                                              -----------    -----------

Cash flows from financing activities:
     Cash distribution to shareholders ....    (1,069,899)      (464,518)
                                              -----------    -----------
       Net cash used in financing
        activities ........................    (1,069,899)      (464,518)
                                              -----------    -----------
Net (decrease) increase in cash and
 cash equivalents .........................       (33,216)     1,611,863
Cash and cash equivalents, beginning
 of year ..................................     1,348,825        175,403
                                              -----------    -----------
Cash and cash equivalents, end of period ..   $ 1,315,609    $ 1,787,266
                                              -----------    -----------






        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
matters are  disclosed  in  Ridgewood  Electric  Power Trust II's (the  "Trust")
consolidated  financial  statements  included in the 2002 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.

The consolidated  financial statements include the accounts of the Trust and the
limited  partnerships  owning the Monterey and California Pumping Projects.  The
Trust used the equity method of accounting for its investment in the B-3 Limited
Partnership,  in which the Trust owned a 50.01% non-controlling interest through
September 20, 2002.

2. Summary Results of Operations for Selected Investments

Summary  results  of  operations  for the B-3  Limited  Partnership,  which  was
accounted for under the equity  method prior to the legal  transfer of ownership
in September 2002, are as follows:

                      Nine Months Ended          Three Months Ended
                         September 30,              September 30,
                              2002                        2002
                          ----------                 -------------
Revenue ..........        $4,478,000                 $1,683,000
Operating expenses         4,343,000                  1,673,000
Net income* ......           135,000                     10,000


*The partnership  agreement  required 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. New Accounting Standards and Disclosures

SFAS 143
In June  2001,  the FASB  issued  SFAS  143,  Accounting  for  Asset  Retirement
Obligations, on the accounting for obligations associated with the retirement of
long-lived  assets.  SFAS 143  requires  a  liability  to be  recognized  in the
consolidated  financial  statements for retirement  obligations meeting specific
criteria.  Measurement of the initial  obligation is to approximate  fair value,
with  an  equivalent  amount  recorded  as an  increase  in  the  value  of  the
capitalized  asset.  The asset will be  depreciated  in  accordance  with normal
depreciation  policy and the  liability  will be increased for the time value of
money, with a charge to the income  statement,  until the obligation is settled.
SFAS 143 is effective for fiscal years  beginning after June 15, 2002. The Trust
adopted  SFAS 143  effective  January 1, 2003,  with no  material  impact on the
consolidated financial statements.

SFAS 145
In April 2002, the FASB issued SFAS No. 145,  Rescission of FASB  Statements No.
4, 44, and 64,  Amendment of FASB  Statement No. 13, and  Technical  Correction.
SFAS No. 145 eliminates extraordinary accounting treatment for reporting gain or
loss  on  debt   extinguishment,   and  amends  other   existing   authoritative
pronouncements  to make various  technical  corrections,  clarify  meanings,  or
describe their applicability  under changed  conditions.  The Trust adopted SFAS
145  effective  January 1, 2003,  with no  material  impact on the  consolidated
financial statements.

SFAS 146
In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with
Exit or Disposal  Activities.  SFAS No. 146 requires  recording costs associated
with exit or disposal  activities at their fair values when a liability has been
incurred. The Trust adopted SFAS 146 effective January 1, 2003, with no material
impact on the consolidated financial statements.

FIN 45
In  November  2002,  the FASB  issued  FASB  Interpretation  No. 45 ("FIN  45"),
"Guarantor's  Accounting and Disclosure  Requirements for Guarantees,  Including
Indirect  Guarantees  and  Indebtedness  of Others."  FIN 45  elaborates  on the
disclosures  to be made by the  guarantor  in its interim  and annual  financial
statements about its obligations under certain guarantees that it has issued. It
also requires  that a guarantor  recognize,  at the inception of a guarantee,  a
liability  for the fair  value  of the  obligation  undertaken  in  issuing  the
guarantee.   The  initial   recognition  and  measurement   provisions  of  this
interpretation  are  applicable on a prospective  basis to guarantees  issued or
modified  after  December  31,  2002;  while the  provisions  of the  disclosure
requirements are effective for financial statements of interim or annual reports
ending after December 15, 2002.  The Trust adopted the disclosure  provisions of
FIN 45  during  the  fourth  quarter  of 2002  with no  material  impact  to the
consolidated financial statements.

FIN 46
In January 2003, the FASB issued FASB  Interpretation No. 46,  "Consolidation of
Variable  Interest  Entities" ("FIN 46") which changes the criteria by which one
company includes another entity in its consolidated financial statements. FIN 46
requires  a variable  interest  entity to be  consolidated  by a company if that
company is subject to a majority of the risk of loss from the variable  interest
entity's  activities or entitled to receive a majority of the entity's  residual
returns or both. The  consolidation  requirements of FIN 46 apply immediately to
variable  interest  entities  created after  January 31, 2003,  and apply in the
first fiscal period ending after March 15, 2004, for variable  interest entities
created prior to February 1, 2003. The Trust adopted the  disclosure  provisions
of  FIN  46  effective  December  31,  2002,  with  no  material  impact  to the
consolidated financial statements.  The Trust will implement the full provisions
of FIN 46 effective December 15, 2003.

SFAS 149
In April 2003,  the FASB issued SFAS No. 149,  "Amendment  of  Statement  133 on
Derivative  Instruments  and  Hedging  Activities."  SFAS  No.  149  amends  and
clarifies  the  accounting  for  derivative   instruments,   including   certain
derivative  instruments embedded in other contracts,  and for hedging activities
under  SFAS  No.  133,  "Accounting  for  Derivative   Instruments  and  Hedging
Activities."  SFAS No. 149 is generally  effective for contracts entered into or
modified after June 30, 2003 and for hedging relationships designated after June
30, 2003.  The Trust adopted SFAS 149 effective  July 1, 2003,  resulting in the
Trust recording an unrealized gain of $253,807 on its gas purchase agreement.

SFAS 150
In May 2003,  the FASB  issued SFAS No. 150,  Accounting  for Certain  Financial
Instruments with  Characteristics  of both Liabilities and Equity.  SFAS No. 150
establishes   standards  for   classifying  and  measuring   certain   financial
instruments  with  characteristics  of both  liabilities  and equity.  The Trust
adopted  SFAS  150  effective  July 1,  2003,  with no  material  impact  on the
consolidated financial statements.

4. Sale of Investments

On September 20, 2002, the Trust, sold 100% of its ownership interest in the B-3
Limited  Partnership  ("B-3") and the Pittsfield  Investors Limited  Partnership
("PILP"),  to EAC Operations,  Inc., the other limited partner of both entities.
The acquisition agreement provides for the sale of 100% of the Trust's ownership
in the two partnerships in return for $1,200,000 cash and $5,000,000 of interest
bearing  promissory  notes.  The notes bear interest at a rate of 10% per annum,
and will be repaid  monthly over a 17 year term, of which the first two years of
payments will consist of interest only. The notes are  collateralized by all the
assets of the partnerships.

The purchase price for B-3 was $3,400,000, of which $400,000 was paid in cash at
the time of closing. The purchase price for PILP was $2,800,000, of which
$800,000 was paid in cash at the time of closing. The Trust wrote off its
investment in PILP in 1998.

Recovery of interest  and  principal  under the  promissory  notes is  dependent
solely upon the operating results of the limited  partnership  investments sold.
Consequently,  in accordance  with SEC Staff  Accounting  Bulletin Topic 5E, the
Trust has not reflected the  transaction as a sale.  The cash proceeds  received
were  recorded  as a reduction  of its  investment  in the  limited  partnership
investments  and interest and principal  received under the promissory note will
continue to be recorded as a reduction of investment  balance until the carrying
value has been  reduced  to zero,.  In the event the  divested  business  incurs
operating losses in future periods, a corresponding reduction in investment will
be recorded as a valuation  allowance.  Unless circumstances change sufficiently
that it has become  appropriate  to recognize the  transaction as a divestiture,
the Trust will continue to account for the  transaction  in accordance  with SEC
Staff Accounting Bulletin Topic 5E .

5. Derivative Instruments

In accordance with SFAS 149,  Accounting for Derivative  Instruments and Hedging
Activities,  the Trust recorded a net  unrealized  gain of $253,807 in the third
quarter of 2003. As a result of current natural gas market prices  exceeding the
fixed price as stated in the Trust's gas purchase agreement,  the Trust recorded
an unrealized  gain of $289,354.  Conversely,  the Trust  recorded an unrealized
loss of  $35,545  as a result  of the  current  market  price  for  natural  gas
exceeding the sales price as stated in the Trust's gas sale agreements.

6. Related Party Transactions

At September 30, 2003 and December 31, 2002, the Trust had outstanding  payables
and receivables, with the following affiliates:

                                  Due From                      Due To
                         ---------------------------  --------------------------
                         September 30,  December 31,  September 30, December 31,
                               2003         2002           2003         2002
                         ---------------------------  --------------------------
  Ridgewood Power
   Management LLC            $   ---       $   ---        $ 57,538    $ 47,169
  Other affiliates            16,015        14,512             714         714

From time to time, the Trust records  short-term  payables and receivables  from
other  affiliates in the ordinary  course of business.  The amounts  payable and
receivable with the other affiliates do not bear interest.

7. Financial Information by Business Segment

The Trust's business  segments were determined based on similarities in economic
characteristics  and customer  base.  The Trust's  principal  business  segments
consist of wholesale and retail.

Common  services  shared by the business  segments are allocated on the basis of
identifiable  direct costs,  time records or in proportion to amount invested in
projects managed by Ridgewood Management.


The financial data for business segments are as follows:


                                         Wholesale Power Sales
                             Nine Months Ended           Three Months Ended
                        ---------------------------  ---------------------------
                        September 30, September 30,  September 30, September 30,
                             2003           2002          2003          2002
                        ------------- -------------  ------------- -------------

Revenue ...............   $1,556,518   $1,600,990     $ 525,885     $ 580,321
Depreciation and
 amortization .........      183,348      184,206        59,972        61,182
Operating income (loss)       71,500       24,923       (59,061)       24,837
Capital expenditures ..         ---          ---           ---           ---



                                          Retail Power Sales
                             Nine Months Ended            Three Months Ended
                          -------------------------    -------------------------
                        September 30, September 30,  September 30, September 30,
                             2003          2002           2003          2002
                        ------------- -------------  ------------- -------------

Revenue ...............   $ 478,255      $ 807,232     $ 233,508     $ 319,807
Depreciation and
 amortization .........      78,408        76,509         25,887        26,434
Operating income (loss)     (48,168)      114,868         12,521        52,537
Capital expenditures ..         ---        24,695           ---           ---



                                                Corporate
                              Nine Months Ended           Three Months Ended
                        ---------------------------  ---------------------------
                        September 30, September 30,  September 30, September 30,
                              2003          2002           2003          2002
                        ------------- -------------  ------------- -------------

Revenue ............       $   ---      $    ---      $    ---      $   ---
Depreciation and
 amortization ......           ---           ---           ---          ---
Operating loss .....        (179,196)    (151,664)     (54,527)     (50,519)
Capital expenditures           ---           ---           ---          ---



                                                  Total
                             Nine Months Ended              Three Months Ended
                        ----------------------------  --------------------------
                        September 30,  September 30, September 30, September 30,
                             2003           2002          2003          2002
                        -------------  ------------- ------------- ------------

Revenue ............... $ 2,034,773    $ 2,408,222    $  759,393    $  900,128
Depreciation and
 amortization .........     261,756        260,715        85,859        87,616
Operating income (loss)    (155,864)       (11,873)     (101,067)       26,855
Capital expenditures ..        ---          24,695           ---          ---



<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 used the equity method of accounting for its investment in the B-3 Limited
Partnership,  in which the Trust owned a 50.01% non-controlling interest through
September 20, 2002.

Critical Accounting Policies and Estimates

For a complete discussion of critical accounting policies, refer to "Significant
Accounting Policies" in Item 7 of the Trust's 2002 Form 10-K. There have been no
substantive changes to those policies and estimates.

Results of Operations

Three  Months  Ended  September  30,  2003,  Compared to the Three  Months Ended
September 30, 2002

Power generation revenue decreased $141,000,  or 15.6%, to $759,000 in the third
quarter of 2003  compared to $900,000 for the same period of 2002.  The decrease
is primarily due to the higher precipitation experienced in Southern California,
thus reducing the California  Pumping project's  operations,  in addition to the
reduced rates  charged to customers as a result of the change in current  market
conditions.

Gross  profit  decreased  $162,000 to a loss of $44,000 in the third  quarter of
2003.  The decrease is primarily the result of the decrease in revenues from the
California Pumping projects.

General and  administrative  expenses  decreased $32,000 to $30,000 in the third
quarter of 2003. The decrease is attributed to the professional fees incurred in
the sale of B-3 and PILP in the third quarter of 2002.

The management fee for the third quarter was consistent with the prior year.

Interest income decreased from $14,000 in the third quarter of 2002 to $8,000 in
the third quarter of 2003 due to the decrease in the note  receivable  principal
balance and the lower interest rates paid on cash deposits.

The Trust  recorded an unrealized  gain of $253,807 in the third quarter of 2003
as a result of implementing SFAS 149.

Equity loss from the B-3 Limited Partnership was $51,000 in the third quarter of
2002. The Trust  transferred  its  partnership  interest in the third quarter of
2002.

Nine  Months  Ended  September  30,  2003,  Compared  to the Nine  Months  Ended
September 30, 2002

Power  generation  revenue  decreased  $373,000 to $2,035,000 for the first nine
months of 2003 compared to $2,408,000  for the same period of 2002. The decrease
is primarily due to the higher precipitation experienced in Southern California,
thus reducing the California  Pumping project's  operations,  in addition to the
reduced rates  charged to customers as a result in the change in current  market
conditions.

Gross profit  decreased from $209,000 for the nine months ended  September 2002,
to $28,000 for the nine months ended September 2003. The decrease is a result of
the decrease in revenues from the California  Pumping projects  partially offset
by the Monterey project incurring lower maintenance  expenses as compared to the
prior year.

General and administrative  expenses decreased $30,000 to $103,000 for the first
nine  months of 2003.  The  decrease  is  attributed  to the  professional  fees
incurred in the sale of B-3 and PILP in the third quarter of 2002.

The  management  fee for the first nine months of 2003 was  consistent  with the
prior year.

Interest  income  decreased  from  $54,000  for the first nine months of 2002 to
$20,000  for the first nine  months of 2003 due to the lower  principle  balance
remaining on the  outstanding  note receivable and the lower interest rates paid
on cash deposits.

Other  income  (expense)  decreased by $148,000 in the first nine months of 2003
primarily due to the $190,000 of cash received in 2002 from the 1999  settlement
of the Waukesha-Pierce litigation.

The Trust  recorded an unrealized  gain of $253,807 for the first nine months of
2003 as a result of implementing SFAS 149 effective July 1, 2003.

Equity  income  from the B-3 Limited  Partnership  was $3,000 for the first nine
months of 2002.  The Trust  transferred  its  partnership  interest in the third
quarter of 2002.

Liquidity and Capital Resources

Cash  provided by  operating  activities  was $431,000 for the nine months ended
September 30, 2003, compared to $341,000 in the prior year. The increase in cash
flow is due to the maturity of restricted cash, partially offset by the decrease
in net income.  The Trust had $550,000  invested in  certificates  of deposit to
support a stand-by  letter of credit issued to a vendor in  connection  with the
purchase of natural gas, which is no longer required.

Cash provided by investing  activities was $606,000 for the first nine months of
2003 compared to $1,736,000  for the first nine months of 2002.  The decrease is
due to the  $1,179,000  received  at the closing of the sale of the B-3 and PILP
projects in the third quarter of 2002.

Cash  used in  financing  activities  for the  first  nine  months  of 2003  was
$1,070,000  compared to $465,000 for the first nine months of 2002. The increase
in cash used from financing  activities is due to the larger  distributions made
to shareholders in 2003.

On June 26, 2003, Ridgewood Renewable Power LLC, the Managing Shareholder of the
Trust,  entered into a $5,000,0000  Revolving Credit and Security Agreement with
Wachovia  Bank,  National   Association.   The  agreement  allows  the  Managing
Shareholder  to obtain loans and letters of credit for the benefit of the trusts
and funds that it manages.  The  agreement  expires on June 30, 2004. As part of
the  agreement,  the  Trust  agreed  to  limitations  on its  ability  to  incur
indebtedness and liens and make guarantees.

The Trust has historically  financed its operations from cash generated from its
subsidiaries'  operations.  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 expects that its cash
flows  from  operations  and  cash  on  hand  will be  sufficient  to  fund  its
obligations and any distributions declared for the next twelve months.

Item 4. Controls and Procedures

Based on their  evaluation,  as of a date  within 90 days of the filing  date of
this Form 10-Q, the Trust's Chief Executive  Officer and Chief Financial Officer
have concluded that the Trust's  disclosure  controls and procedures (as defined
in Rules 13a-14(c) and 15d-14(c)  under the Securities  Exchange Act of 1934, as
amended)  are  effective.  There have been no  significant  changes in  internal
controls or in other  factors that could  significantly  affect  these  controls
subsequent to the date of their  evaluation,  including any  corrective  actions
with regard to significant deficiencies and material weaknesses.

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

January 16, 2004                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)





<PAGE>


                                  CERTIFICATION



I, Robert E. Swanson,  Chief Executive Officer of Ridgewood Electric Power Trust
II ("registrant"), certify that:

1. I have reviewed this quarterly report on Form 10-Q of the registrant;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

    a)   designed such disclosure controls and procedures, or caused such
         disclosure control and procedures to be designed under our supervision,
         to ensure that material information relating to the registrant,
         including its consolidated subsidiaries, is made known to us by others
         within those entities, particularly during the period in which this
         quarterly report is being prepared;

    b)   evaluated the effectiveness of the registrant's disclosure controls and
         procedures and presented in this quarterly report our conclusions about
         the effectiveness of the disclosure controls and procedures, as of the
         end of the period covered by this quarterly report based on such
         evaluation; and

    c)   disclosed in this quarterly report any change in the registrant's
         internal control over financial reporting that occurred during the
         period covered by the report that has materially affected, or is
         reasonably likely to materially affect, the issuer's internal control
         over financial reporting; and

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent evaluation, to the registrant's auditors and senior management:

    a) all significant deficiencies in the design or operation of internal
       controls which could adversely affect the registrant's ability to record,
       process, summarize and report financial data and have identified for the
       registrant's auditors any material weaknesses in internal controls; and

    b) any fraud, whether or not material, that involves management or other
       employees who have a significant role in the registrant's internal
       controls; and

6. The  registrant's  other  certifying  officer  and I have  indicated  in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: January 16, 2004

/s/   Robert E. Swanson
----------------------------------
Robert E. Swanson
Chief Executive Officer



<PAGE>


                                  CERTIFICATION



I, Christopher I. Naunton,  Chief Financial Officer of Ridgewood  Electric Power
Trust II ("registrant"), certify that:

1. I have reviewed this quarterly report on Form 10-Q of the registrant;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

    a)   designed such disclosure controls and procedures, or caused such
         disclosure control and procedures to be designed under our supervision,
         to ensure that material information relating to the registrant,
         including its consolidated subsidiaries, is made known to us by others
         within those entities, particularly during the period in which this
         quarterly report is being prepared;

    b)   evaluated the effectiveness of the registrant's disclosure controls and
         procedures and presented in this quarterly report our conclusions about
         the effectiveness of the disclosure controls and procedures, as of the
         end of the period covered by this quarterly report based on such
         evaluation; and

    c)   disclosed in this quarterly report any change in the registrant's
         internal control over financial reporting that occurred during the
         period covered by the report that has materially affected, or is
         reasonably likely to materially affect, the issuer's internal control
         over financial reporting; and

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent evaluation, to the registrant's auditors and senior management:

    a) all significant deficiencies in the design or operation of internal
       controls which could adversely affect the registrant's ability to record,
       process, summarize and report financial data and have identified for the
       registrant's auditors any material weaknesses in internal controls; and

    b) any fraud, whether or not material, that involves management or other
       employees who have a significant role in the registrant's internal
       controls; and

6. The  registrant's  other  certifying  officer  and I have  indicated  in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: January 16, 2004

/s/   Christopher I. Naunton
--------------------------------------
Christopher I. Naunton
Chief Financial Officer