UNITED STATES

              SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549

                           FORM 10-Q




Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the quarterly period ended                 June 30, 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>
                             June 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			2,334,722	    2,521,001
Due from affiliates		  103,773		144,113
Other assets                      2,895           2,436

Total assets                $15,050,697	  $15,452,675

Liabilities and Share-
  holders' Equity

Accounts payable and
  accrued expenses          $    36,778	  $    32,186
Due to affiliates               138,528		156,735

	Total liabilities	    $   175,306	  $   188,921

Shareholders' equity:


Shareholders' equity
  (235.3775 shares issued
  and outstanding)           14,927,878	   15,312,360
Managing shareholder's
  accumulated deficit           (52,487)        (48,606)
Total shareholders'
   equity                    14,875,391	   15,263,754

Total liabilities and
  shareholders' equity      $15,050,697     $15,452,675

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






                                 Six Months Ended             Quarter Ended
                              June 30,      June 30,      June 30,      June 30,
                                 1998          1997          1998          1997
<S>                            <C>          <C>           <C>          <C>       

Revenue:

Income from power
  generation projects          $  535,122   $   983,500   $   298,968  $  454,231
Gain on sale of RSD
  Power Partners,	                    ---     2,594,316           ---   2,594,316
Interest income                   103,792		  6,700	   48,370	    4,704

Total revenues                    638,914     3,584,516       347,338   3,053,251

Expenses:

Project due diligence costs           ---         5,046           ---       2,375
Management fee                    191,442       170,363        95,721     170,363
Writedown of electric power
  equipment                           ---		281,018		---	      ---
Miscellaneous                      51,238 	 29,925	   12,902	   16,623
                                  242,680       486,352       108,623     189,361

Net income                     $  396,234   $ 3,098,164   $   238,715  $2,863,890

<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 JUNE 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		   (776,751)       (7,846)	 (784,597)

Net income for the period	    392,269		  3,965	  396,234

Shareholder's equity
June 30, 1998			$14,927,878	  $   (52,487)  $14,875,391


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

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

[CAPTION]

                                Six months        Six months               
                               ended June 30,    ended June 30,               
                                  1998              1997
                                                                          
[S]                             [C]            [C]

Cash flows from operating
  activities:
Net income (loss)               $  396,234     $ 3,098,164                

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


Gain on sale of RSD Power
  Partners                             ---      (2,594,316)
Sale of investment in 
  RSD Power Partners                   ---       3,401,591
Writedown of electric 
  power equipment                      ---         276,893
Proceeds from note receivable      186,279             ---
Changes in assets &

  liabilities:
  Increase in other assets            (459)         (4,384)
  Increase (decrease)in
  accounts payable and
    accrued expenses                 4,592         (20,458)
  Increase in due to
    affiliates, net                 22,133           3,831

  Total adjustments                212,545       1,063,157

Net cash provided
   by operating activities         608,779       4,161,321

Cash flows from
  financing activities:
Cash distributions to
  Shareholders                    (784,597)       (972,229)

  Net cash used in
    financing activities          (784,597)       (972,229)

Net (decrease)increase in
 cash and cash equivalents        (175,818)      3,189,092

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

Cash and cash equivalents
  end of period                 $      ---     $ 3,189,092


[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.


ITEM 2 - MANAGEMENT'S DISCUSSION AND  
           ANALYSIS OF FINANCIAL CONDITION AND  
                 RESULTS OF OPERATIONS  
  
This Quarterly Report on Form 10-Q, like some other statements made by the 
Trust from time to time, has forward-looking statements.  These statements 
discuss business trends and other matters relating to the Trust's future 
results and the business climate.  In order to make these statements, the 
Trust has had to make assumptions as to the future.  It has also had to 
make estimates in some cases about events that have already happened, and 
to rely on data that may be found to be inaccurate at a later time.  
Because these forward-looking statements are based on assumptions, 
estimates and changeable data, and because any attempt to predict the 
future is subject to other errors, what happens to the Trust in the future 
may be materially different from the Trust's forward-looking statements 
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 discuss many (but not all) of the risks 
and uncertainties that might affect these forward-looking statements.  

Some of these are changes in political and economic conditions, federal or 
state regulatory structures, government taxation, spending and budgetary 
policies, government mandates, demand for electricity and thermal energy, 
the ability of customers to pay for energy received, supplies of fuel and 
prices of fuels, operational status of plant, mechanical breakdowns, 
availability of labor and the willingness of electric utilities to perform 
existing power purchase agreements in good faith.  

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


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

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 may or may not extend its purchases 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>

Revenues                Six Months Ended June 30,       Quarter Ended June 30,
                       1998               1997            1998          1997

<S>                   <C>             <C>              <C>          <C>
Monterey              $ 252,000       $    408,000     $ 105,000    $  271,000
Berkshire               176,000            184,000        88,000        88,000
Columbia                100,000            217,000       100,000        52,000
San Diego                 ---            2,644,000         ---       2,594,000
Sunkist                   7,000             52,000         6,000        43,000
Project development       ---               73,000         ---             ---
Interest income         104,000              7,000        48,000         5,000

Total                 $ 639,000       $  3,585,000     $ 347,000    $3,053,000

</TABLE>


Total revenues decreased $2,946,000 (82%) to $639,000 for 
the first six months of 1998 from $3,585,000 in the first 
six 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 $156,000, $117,000 and $45,000, 
respectively.  The decline from the Monterey Project was 
attributable to increased maintenance costs from a periodic 
overhaul of its equipment and reduced revenues because of 
the scheduled shutdown.  The lower distributions from the 
Columbia Project in the six months ended June 30, 1998 
resulted from lower profit margins caused by increased 
competition from other waste management companies operating 
in the region.  The Trust expects this 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.    Although distributions from the Berkshire Project 
for the 1998 period were comparable to those of the 1997 
period, the Trust is beginning an intensive financial and 
engineering review of this Project, the results of which 
are not predictable at this time.  Finally, 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.  The changes in 
total revenues in the second quarter of 1998 as compared to 
the second quarter of 1997 were caused by the same factors.

Expenses

For the six months ended June 30, 1998, total expenses 
decreased $243,000 (50%) to $243,000 from $486,000 in the 
same period in 1997, reflecting a $281,000 write-off of 
certain electric power equipment recorded in the 1997 
period.  For  the quarter ended June 30, 1998, total 
expenses decreased $81,000 (42%) to $109,000 from $189,000 
in the same period in 1997 because of a timing change.  In 
1997, both the first and second quarter 1997 management 
fees had been recorded in the second quarter of 1997.  
Other Trust expenses for the 1998 periods  were comparable 
to those for the 1997 periods.


Liquidity and Capital Resources

During the first six months of 1998, the Trust's operating 
activities generated $609,000 of cash compared to 
$4,161,000 of cash during the same period in 1997.  The 
change is primarily attributable to the $3,402,000 of cash 
received on the sale of the San Diego Project in the second 
quarter of 1997.  Cash distributions to shareholders 
decreased to $785,000 in the first six months of 1998 from 
$972,000 in the same period in 1997 due to a decrease 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.  There have been no 
borrowings under the line of credit in 1998 but the Trust 
expects to use the line during the third quarter of 1998 to 
allow more consistent distributions to Investors at times 
when revenues are sporadic.

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

On February 28, 1997 Michael Cutbirth, an individual, sued the Managing
Shareholder in the Superior Court of California, Kern County, claiming
unspecified damages (which may include a claim for an equity interest) 
for breach of an alleged confidentiality agreement relating to the 
acquisition of the Monterey Project.  The Managing Shareholder has 
successfully removed the lawsuit to the United States District Court for 
the Eastern District of California.    Trial is set for August 19 and 20, 1998. 
The Managing Shareholder believes that it has ample defenses to Mr. 
Cutbirth's claims and that it will defend the action vigorously.

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

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




RIDGEWOOD ELECTRIC POWER TRUST II              Registrant


August 14, 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)