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 June 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

                                  June 30, 2000



<PAGE>

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

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

Investments in power generation projects .   $ 10,425,092    $ 10,274,790
Cash and cash equivalents ................        142,708         537,541
Notes receivable from sale of investment .      1,510,698       1,729,181
Due to affiliates ........................          2,361            --
Other assets .............................            571           3,306
                                             ------------    ------------

  Total assets ...........................   $ 12,081,430    $ 12,544,818
                                             ------------    ------------


Liabilities and Shareholders' Equity:

Accounts payable and accrued expenses ....   $     14,812    $     49,923
Borrowings under line of credit agreements           --           400,000
Due to affiliates ........................           --           153,191
                                             ------------    ------------

  Total liabilities ......................         14,812         603,114
                                             ------------    ------------
Commitments and contingencies

Shareholders' equity:
Shareholders' equity (235.3775 shares
 issued and outstanding) .................     12,137,376      12,023,530
Managing shareholder's accumulated deficit        (80,577)        (81,826)
                                             ------------    ------------

  Total shareholders' equity .............     12,066,618      11,941,704
                                             ------------    ------------

  Total liabilities and
   shareholders' equity ..................   $ 12,081,430    $ 12,544,818
                                             ------------    ------------






                 See accompanying note to financial statements.


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

                            Six Months Ended      Three Months Ended
                            -------------------   -------------------
                            June 30,   June 30,   June 30,   June 30,
                              2000       1999       2000       1999
                            --------   --------   --------   --------
Revenue:
Income from power
 generation projects ....   $319,285   $163,818   $208,762   $ 26,571
Other income ............     16,713       --       16,713       --
Interest income .........     73,237     84,409     38,275     41,554
                            --------   --------   --------   --------
      Total revenue .....    409,235    248,227    263,750     68,125
                            --------   --------   --------   --------

Expenses:
Accounting and legal fees     21,293     26,453     13,214     12,250
Management fee ..........       --       55,607       --         --
Interest expense ........      9,063     15,389       --        6,012
Miscellaneous ...........     15,411     47,046     10,512     36,148
                            --------   --------   --------   --------
      Total expenses ....     45,767    144,495     23,726     54,410
                            --------   --------   --------   --------

Net income ..............   $363,468   $103,732   $240,024   $ 13,715
                            --------   --------   --------   --------










                 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 ...........       (236,168)         (2,386)       (238,554)

Net income for the period        359,833           3,635         363,468
                            ------------    ------------    ------------

Shareholders' equity,
 June 30, 2000 ..........   $ 12,147,195    $    (80,577)   $ 12,066,618
                            ------------    ------------    ------------


















                  See accompanying note to financial statements


<PAGE>



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


                                                Six Months Ended
                                               ----------------------
                                               June 30,     June 30,
                                                 2000         1999
                                               ---------    ---------

Cash flows from operating activities:
Net income .................................   $ 363,468    $ 103,732
                                               ---------    ---------
Adjustments  to  reconcile  net  income
 to net cash  flows  from  operating
  activities:
 Additional investment in power
  generation projects, net .................    (150,302)     (27,530)
 Proceeds from note receivable .............     218,483      201,740
 Changes in assets and liabilities:
  (Increase) decrease in due from affiliates      (2,361)       8,819
  Decrease in other assets .................       2,735        1,641
  Decrease in accounts payable and
   accrued expenses ........................     (35,111)     (76,252)
  Decrease in due to affiliates ............    (153,191)     (52,061)
                                               ---------    ---------

  Total adjustments ........................    (119,747)      56,357
                                               ---------    ---------

  Net cash provided by operating activities      243,721      160,089
                                               ---------    ---------

Cash flows from financing activities:
Cash distributions to shareholders .........    (238,554)    (285,305)
Repayment of line of credit facility .......    (400,000)        --
Borrowing under line of credit facility ....        --        150,000
                                               ---------    ---------

  Net cash used in financing activities ....    (638,554)    (135,305)
                                               ---------    ---------

Net (decrease) increase in cash and
 cash equivalents ..........................    (394,833)      24,784

Cash and cash equivalents, beginning of year     537,541         --
                                               ---------    ---------

Cash and cash equivalents, end of period ...   $ 142,708    $  24,784
                                               ---------    ---------









                 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 64.9% to $409,000 in the first six
months of 2000  compared  to  $248,000  in the same  period  in 1999,  primarily
because  of  higher  distributions  from the  Columbia  projects.  Revenue  also
increased  288.2% to $264,000 in the second  quarter of 2000 compared to $68,000
in the same period in 1999, primarily for the same reason.

Project      Six months ended June 30,  Three months ended June 30,
                  -------------------   -------------------
                    2000       1999       2000       1999
                  --------   --------   --------   --------
Monterey ......   $110,000   $137,000   $   --     $   --
Columbia ......    200,000       --      200,000       --
Pump Services .      9,000     27,000      9,000     26,000
Other income ..     17,000       --       17,000       --
Interest income     73,000     84,000     38,000     42,000
                  --------   --------   --------   --------
                  $409,000   $248,000   $264,000   $ 68,000
                  --------   --------   --------   --------

The  Monterey  project  did not make  distributions  to the Trust in the  second
quarter of 2000 or 1999 because of costs  associated with scheduled major engine
maintenance and legal costs  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
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  $30,000  (55.6%) to $24,000 in the second quarter of
2000  compared to $54,000 in the same period in 1999,  primarily due the absence
of the certain  consulting  fees and expenses  related to disposal of equipment.
The decline in total  expenses  from $144,000 in the first six months of 2000 to
$46,000 in the same period in 1999 also reflects 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 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

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 existing litigation between the Trust's subsidiary
that owns the Monterey  Project and Pacific Gas and Electric  Company  ("PG&E").
The Trust and PG&E have agreed to dismiss the current litigation in the Superior
Court of California for San  Francisco,  without  prejudice.  This is being done
with the  expectation  that the dispute  will be brought to the  Federal  Energy
Regulatory Commission ("FERC"),  which has jurisdiction to determine whether the
Monterey Project is and has been a qualifying  facility.  The Trust expects FERC
proceedings  to begin in the third  quarter of 2000.  The Trust and PG&E will be
entitled to complete a limited  amount of discovery  after the dismissal for use
in the FERC proceedings or any further actions.

The  Trust  anticipates  that  administrative  proceedings  before  FERC will be
materially  less expensive than the costs of litigation in California,  although
there can be no  assurance  that  this  will in fact be the case.  The Trust has
resumed payment of quarterly  distributions  because it believes that it will be
receiving  cash flow from the  Monterey  Project as a result of the lower  legal
costs. If the Trust is incorrect, it may have to reduce or suspend distributions
again.

<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

August 14, 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)