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, 1999

                         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, 1999



<PAGE>



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


                                                 September 30,    December 31,
                                                       1999           1998
                                                  ------------    ------------
                                                   (unaudited)
Assets:

Investments in power generation projects ......   $ 10,605,822    $ 10,594,402
Cash and cash equivalents .....................         72,153            --
Note receivable from sale of investment .......      1,835,201       2,140,866
Due from affiliates ...........................           --             8,819
Other assets ..................................          2,273           3,588
                                                  ------------    ------------

     Total assets .............................   $ 12,515,449    $ 12,747,675
                                                  ------------    ------------


Liabilities and Shareholders' Equity:

Accounts payable and accrued expenses .........   $     35,463    $    100,897
Borrowings under line of credit agreements ....           --           300,000
Due to affiliates .............................        461,053         214,373
                                                  ------------    ------------

     Total liabilities ........................        496,516         615,270
                                                  ------------    ------------

Shareholders' equity:
Shareholders' equity (235.3775
 shares issued and outstanding) ...............     12,099,987      12,212,324
Managing shareholder's accumulated deficit ....        (81,054)        (79,919)
                                                  ------------    ------------

     Total shareholders' equity ...............     12,018,933      12,132,405
                                                  ------------    ------------

     Total liabilities and shareholders' equity   $ 12,515,449    $ 12,747,675
                                                  ------------    ------------

















                 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,
                                 1999       1998       1999      1998
                               --------   --------   --------   -------
Revenue:
   Income from power
     generation projects       $221,702   $742,004   $ 57,884   $206,882
   Interest income .........    123,722    151,209     39,313     47,417
                               --------   --------   --------   --------
      Total revenue ........    345,424    893,213     97,197    254,299
                               --------   --------   --------   --------

Expenses:
   Accounting and legal fees     38,972     49,140     12,519     23,889
   Management fee ..........     55,607    287,163       --       95,721
   Interest expense ........     24,094       --        8,705       --
   Miscellaneous ...........     54,918     39,880      7,872     13,893
                               --------   --------   --------   --------
      Total expenses .......    173,591    376,183     29,096    133,503
                               --------   --------   --------   --------

Net income .................   $171,833   $517,030   $ 68,101    120,796
                               --------   --------   --------   --------
















                 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, 1998 ......   $ 12,212,324    $    (79,919)   $ 12,132,405

Cash distributions ......       (282,452)         (2,853)       (285,305)

Net income for the period        170,115           1,718         171,833
                            ------------    ------------    ------------

Shareholders' equity,
 September 30, 1999 .....   $ 12,099,987    $    (81,054)   $ 12,018,933
                            ------------    ------------    ------------






































                  See accompanying note to financial statements


<PAGE>



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


                                                     Nine Months Ended
                                                 --------------------------
                                                September 30,   September 30,
                                                    1999            1998
                                                 -----------    -----------

Cash flows from operating activities:
Net income ...................................   $   171,833    $   517,030
                                                 -----------    -----------
Adjustments  to  reconcile  net  income
 to net cash  flows  from  operating
 activities:
 Additional investment in power generation
  projects, net ..............................       (11,420)       (28,285)
 Proceeds from note receivable ...............       305,665        282,241
 Changes in assets and liabilities:
  Decrease in due from affiliates ............         8,819           --
  Decrease (increase) in other assets ........         1,315         (1,090)
  (Decrease) increase in accounts payable
   and accrued expenses ......................       (65,434)        80,025
  Increase (decrease) in due to affiliates ...       246,680        (84,507)
                                                 -----------    -----------

     Total adjustments .......................       485,625        248,384
                                                 -----------    -----------

     Net cash provided by operating activities       657,458        765,414
                                                 -----------    -----------

Cash flows from financing activities:
Cash distributions to shareholders ...........      (285,305)    (1,141,232)
Repayments under line of credit facility .....      (450,000)          --
Borrowings under line of credit facility .....       150,000        200,000
                                                 -----------    -----------

     Net cash used in financing activities ...      (585,305)      (941,232)
                                                 -----------    -----------

Net increase (decrease) in cash and
 cash equivalents ............................        72,153       (175,818)

Cash and cash equivalents, beginning of year .          --          175,818
                                                 -----------    -----------

Cash and cash equivalents, end of period .....   $    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 1998  Annual  Report  on Form  10-K,  which  should  be read in
conjunction with these financial statements. The year-end balance sheet data was
derived from audited financial statements,  but does not include all disclosures
required by generally accepted accounting principles.

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 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.


Results of Operations

As summarized below, total revenue decreased 61.4% to $345,000 in the first nine
months of 1999  compared  from  $893,000 in the same  period in 1998,  primarily
because  of  lower  distributions  from the  Monterey,  Berkshire  and  Columbia
projects.  Revenue also decreased  61.8% to $97,000 in the third quarter of 1999
from $254,000 in the same period in 1998.

The primary source of revenue to the Trust is distributions made by each project
to the Trust,  as shown in the table  below.  These  amounts do not  necessarily
reflect earnings or cash flow of the projects  because of capital  expenditures,
reserves for future  obligations,  working capital  requirements and other items
which are accounted for at the project level.

                  Nine months ended      Three months ended
                      September 30,         September 30,
                    1998       1998       1999       1998
                  --------   --------   --------   --------
Project
Monterey ......   $167,000   $389,000   $ 31,000   $132,000
Berkshire .....       --      176,000       --         --
Columbia ......       --      100,000       --         --
Pump Services .     54,000     77,000     27,000     75,000
Interest income   124 ,000    151,000     39,000     47,000
                  --------   --------   --------   --------

Total .........   $345,000   $893,000   $ 97,000   $254,000
                  ========   ========   ========   ========

The Monterey  project's  reduced  distributions to the Trust in 1999 reflect the
costs  associated  with  scheduled  major  engine  maintenance  and legal  costs
associated with the proceedings  with Pacific Gas & Electric  Company (see Legal
Proceedings below).

The decline in revenue at Berkshire  reflects the stoppage of distributions from
the Project in the third  quarter of 1998.  Please  refer to the Trust's  Annual
Report on Form 10-K for 1998 for an explanation of the situation at the Project.

The decline in revenues from Columbia reflects the timing of distributions  from
the  project.  Distributions  are  expected  to  increase  in the fall  when the
facility  receives  increased  throughput from the disposal of construction  and
demolition material.

The reduced  distributions  from the Pump  Services  investment  are a result of
increased fuel costs in 1999.

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 from $134,000 in the third quarter of 1998 to $29,000
for the third  quarter of 1999, a $105,000  (78.4%)  reduction.  This reflects a
$111,000 waiver of the management fee by the Managing Shareholder for the second
and third quarters of 1999.  Beginning in April 1999,  the Managing  Shareholder
began  waiving  the  management  fee on a  month-to-month  basis  because of the
decline in distributions from the Monterey and Berkshire projects.  The Managing
Shareholder  may begin  charging the fee at any time but has no current plans to
do so.


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.   Borrowing  under  the  credit  facility
increased  from  $300,000  at December  31,  1998 to  $450,000  during the third
quarter of 1999.  In September  1999,  the Trust repaid the entire amount of the
borrowing.  In  November  1999,  the Trust  borrowed  $400,000  under the credit
facility.

In  April  1999,  the  Managing  Shareholder  announced  that  distributions  to
shareholders  would cease until the Trust had built up sufficient  cash reserves
to repay  borrowing  under  the line of  credit  facility  and pay  legal  costs
associated with the proceeding with Pacific Gas and Electric Company.

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 1999 will be
adequate to fund its obligations.

Year 2000 remediation

Please refer to the Trust's  disclosures  in its Annual  Report on Form 10-K for
the year ended  December  31, 1998,  at "Item 7 -  Management's  Discussion  and
Analysis," for a discussion of year 2000 issues  affecting the Trust. In October
1999, the Managing Shareholder completed its year 2000 remediation program after
having  successfully  tested  and  implemented  all  necessary  changes  to  its
software,   including  the  subscription/investor   relations  systems  and  all
subsystems  used for preparing  internal  reports.  Costs of remediation did not
materially exceed the estimated amounts.

The  Trust's  projects  have  been  reviewed  by an  outside  consultant  and by
personnel  from RPMCo,  who  determined  that the project's  electronic  control
systems do not contain  software  affected  by the Year 2000  problem and do not
contain embedded components that contain Year 2000 flaws.

No other  material  changes  to the risks to the Trust  described  in its Annual
Report  on  Form  10-K  have  occurred.   The  reasonable  worst  case  scenario
anticipated  by the  Trust  continues  to be that the  Monterey,  Berkshire  and
Columbia  facilities  will be able to operate  on and after  January 1, 2000 but
that there may be some short-term  inability of their customers to pay promptly.
In that event, the Trust's revenues could be materially  reduced for a temporary
period and it might have to draw upon its credit line to fund operating expenses
until the utility makes up any payment  arrears.  In addition,  the Monterey and
Pump  Services  facilities  rely on  natural  gas  pipelines  for  fuel.  If the
pipelines  do not  function  properly  because  of  year  2000  problems,  these
facilities would have to reduce or cease operations.


<PAGE>


                          PART II - OTHER INFORMATION

Item 1. Legal  Proceedings
As  previously  reported  in the  Trust's  Annual  Report on Form 10-K for 1998,
Pacific Gas and Electric Company, the purchaser of the electricity  generated by
the Trust's  Monterey  Project,  has sued the Trust's  subsidiary  that owns the
Project  in the  Superior  Court of  California  for the City and  County of San
Francisco.

The  subject  matter of the case is a claim  that the  Monterey  Project  is not
entitled to preferential rates for intrastate  transportation of the natural gas
it buys and burns.  The Trust  believes that the amount in question is less than
$250,000 and has offered to pay the appropriate amount. Pacific Gas and Electric
Company has rejected the offer and has stated that it intends to use the case as
a means to obtain  information to petition for a  cancellation  of the Project's
power  purchase  agreement on the grounds that the Project does not meet federal
efficiency standards for qualifying  facilities.  The Trust believes that it can
show that it is in  compliance  with federal  efficiency  standards  and it will
vigorously oppose Pacific Gas and Electric Company's abusive tactics.

Discovery is underway and a trial date of July 2000 has been tentatively set.

Item 5. Other Information.

Mr.  Swanson  has  transferred  54%  of the  equity  interest  in  the  Managing
Shareholder to family trusts.  He has sole dispositive and voting power over the
equity interest  transferred to each trust and  accordingly  continues to be the
beneficial  owner as defined in Rule 13d-3 of all of the equity  interest in the
Managing Shareholder.



<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 11, 1999                   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)