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, 2004

                         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, 2004



<PAGE>



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



                                                   September 30,    December 31,
                                                        2004            2003
                                                   --------------  ------------
Assets:
Cash and cash equivalents ......................    $   530,095     $ 1,218,009
Trade receivables ..............................        265,638         224,497
Current portion of unrealized gain on gas
 purchase contract .............................        757,582         217,583
Due from affiliates ............................           --            16,628
Other current assets ...........................         63,768          41,569
                                                    -----------     -----------
       Total current assets ....................      1,617,083       1,718,286

Note receivable from transfer of investment
 in Limited Partnership interests under
 contractual agreements ........................        507,795         807,795

Plant and equipment ............................      3,456,749       3,441,432
Accumulated depreciation .......................     (2,039,576)     (1,870,552)
                                                    -----------     -----------
                                                      1,417,173       1,570,880
                                                    -----------     -----------

Electric power sales contract ..................      3,032,000       3,032,000
Accumulated amortization .......................     (1,182,480)     (1,091,520)
                                                    -----------     -----------
                                                      1,849,520       1,940,480
                                                    -----------     -----------

Unrealized gain on gas purchase contract,
 net of current portion ........................        561,361         270,319
                                                    -----------     -----------

        Total assets ...........................    $ 5,952,932     $ 6,307,760
                                                    -----------     -----------

Liabilities and Shareholders' Equity:
Liabilities:
Accounts payable and accrued expenses ..........    $   102,370     $   150,611
Due to affiliates ..............................         46,755          83,857
                                                    -----------     -----------
         Total current liabilities .............        149,125         234,468

Commitments and contingencies ..................           --              --

Shareholders' Equity:
Shareholders' equity (235.3775 investor
 shares issued and outstanding) ................      5,947,013       6,213,803
Managing shareholder's accumulated deficit
(1 management share issued and outstanding) ....       (143,206)       (140,511)
                                                    -----------     -----------
         Total shareholders' equity ............      5,803,807       6,073,292
                                                    -----------     -----------

         Total liabilities and shareholders'
           equity ..............................    $ 5,952,932     $ 6,307,760
                                                    -----------     -----------




     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,
                           2004           2003          2004            2003
                       ------------- -------------   ------------- -------------

Power generation
 revenue ............. $ 1,931,163    $ 2,034,773    $   664,952    $   759,393
Cost of sales ........   1,796,590      2,006,328        637,046        803,876
                        -----------    -----------    -----------    -----------

Gross profit (loss) ...    134,573         28,445         27,906        (44,483)

General and
 administrative
  expenses
  Management fee - ....      98,126        103,004         22,904         29,483
 managing shareholder .      68,328         81,305         22,778         27,101

                        -----------    -----------    -----------    -----------
   Total other
    operating expenses      166,454        184,309         45,682         56,584
                        -----------    -----------    -----------    -----------

Loss from operations ..    (31,881)      (155,864)       (17,776)      (101,067)
                        -----------    -----------    -----------    -----------

Other income (expense):
  Interest income .....       3,655         20,192          1,241          7,953
  Other income
  (expense) ...........     (2,400)        (3,687)          --             (299)
  Unrealized gain on
   gas purchase
   contract, net ......     831,041        253,807        304,679        253,807

                        -----------    -----------    -----------    -----------
     Other income
     (expense), net ...     832,296        270,312        305,920        261,461
                        -----------    -----------    -----------    -----------


Net income ............ $   800,415    $   114,448    $   288,144    $   160,394
                        -----------    -----------    -----------    -----------














     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
(deficit), December 31, 2003..    $ 6,213,803    $  (140,511)   $ 6,073,292

Cash distributions ..........     (1,059,201)       (10,699)    (1,069,900)

Net income for the period..           792,411          8,004        800,415
                                  -----------    -----------    -----------

Shareholders' equity
(deficit), September 30, 2004..   $ 5,947,013    $  (143,206)   $ 5,803,807
                                  -----------     -----------    -----------



























    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,
                                                2004           2003
                                          --------------   --------------

Cash flows from operating activities:
     Net income .........................   $   800,415    $   114,448
                                            -----------    -----------

     Non-cash adjustments to reconcile
       net income to net cash flows from
       operating activities:
     Depreciation and amortization ......       259,982        261,756
       Unrealized gain on gas purchase
        contract ........................      (831,041)      (253,807)
     Changes in assets and liabilities:
       Decrease in restricted cash ......          --          550,000
       Increase in trade receivables ....       (41,141)       (66,673)
       Increase in other current assets .       (22,199)       (16,567)
       Decrease in accounts payable and
        accrued expenses ................       (48,239)      (167,201)
       (Decrease)  increase in due
         to/from affiliates, net ........       (20,474)         8,866
                                            -----------    -----------
         Total adjustments ..............      (703,112)       316,374
                                            -----------    -----------
         Net cash provided by operating
          activities ....................        97,303        430,822
                                            -----------    -----------

Cash flows from investing activities:
     Proceeds from note receivable ......          --          277,528
     Proceeds from note receivable from
       transfer of investment in Limited
       Partnership interests ............       300,000        328,333
     Capital expenditures ...............       (15,317)          --
                                            -----------    -----------
         Net cash provided by investing
          activities ....................       284,683        605,861
                                            -----------    -----------


Cash flows from financing activities:
     Cash distribution to shareholders ..    (1,069,900)    (1,069,899)
                                            -----------    -----------
         Net cash used in financing
           activities ...................    (1,069,900)    (1,069,899)
                                            -----------    -----------

Net decrease in cash and cash equivalents      (687,914)       (33,216)
Cash and cash equivalents,
 beginning of year ......................     1,218,009      1,348,825
                                            -----------    -----------
Cash and cash equivalents, end of period    $   530,095    $ 1,315,609
                                            -----------    -----------







     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 2003 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. This had no effect on income.

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.

2.   New Accounting Standards and Disclosures

SFAS 143
In June 2001, the Financial Accounting Standards Board ("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 46
In December 2003, the FASB issued FASB Interpretation No. 46, (Revised December
2003) "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 December 31, 2003, and apply in the first fiscal period ending after March
15, 2004, for variable interest entities created prior to January 1, 2004. The
Trust adopted the disclosure provisions of FIN 46 effective December 31, 2002,
with no material impact to the consolidated financial statements. The Trust
implemented the full provisions of FIN 46 effective January 1, 2004 with no
material impact to the consolidated financial statements.


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 asset at fair value and an unrealized gain of $831,041 on its
gas purchase and re-sale agreements for the nine months ended September 30,
2004.

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.

3. Related Party Transactions

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. At September 30, 2004
and December 31, 2003, the Trust had outstanding payables and receivables, with
the following affiliates:


                           Due From                          Due To
                     --------------------------  -----------------------------
                     September 30,  December 31,  September 30,    December 31,
                         2004           2003         2004               2003
                     ------------   ------------ --------------   ------------
Ridgewood Power
 Management LLC         $ --          $  --          $46,041        $83,148
Other affiliates          --           16,628            714            709
                        ------        -------        -------        -------
         Total .        $ --          $16,628        $46,755        $83,857
                        ======        =======        =======        =======



4. 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,
                             2004          2003          2004            2003
                         ------------- ------------- ------------ --------------

Revenue ...............   $1,592,135    $1,556,518    $  525,010     $  525,885
Depreciation and
 amortization .........      183,374       183,348        61,124         59,972
Operating income (loss)      231,821        71,500        55,837        (59,061)
Capital expenditures ..         --            --            --             --



                                          Retail Power Sales
                           Nine Months Ended          Three Months Ended
                       --------------------------- -----------------------------
                        September 30, September 30, September 30,  September 30,
                            2004         2003          2004            2003
                       ------------- -------------- ------------- --------------

Revenue ...............   $ 339,028     $ 478,255     $ 139,942     $ 233,508
Depreciation and
 amortization .........      76,608        78,408        25,535        25,887
Operating income (loss)    (102,326)      (48,168)      (30,163)       12,521
Capital expenditures ..      15,317          --          15,317         --




                                             Corporate
                           Nine Months Ended            Three Months Ended
                      ---------------------------  ----------------------------
                      September 30,  September 30, September 30,  September 30,
                          2004           2003          2004           2003
                      -------------  ------------  -------------  -------------

Revenue ............   $    --       $    --        $    --        $    --

Depreciation and
 amortization ......        --            --             --             --

Operating loss .....    (161,376)     (179,196)       (43,448)      (54,527)
Capital expenditures        --            --             --             --




                                               Total
                            Nine Months Ended          Three Months Ended
                     ---------------------------  ------------------------------
                       September 30, September 30, September 30,   September 30,
                           2004         2003           2004             2003
                     --------------- ------------ -------------- ---------------

Revenue ............   $ 1,931,163    $ 2,034,773    $   664,952    $   759,393
Depreciation and
 amortization ......       259,982        261,756         86,659         85,859
Operating loss .....       (31,881)      (155,864)       (17,776)      (101,067)
Capital expenditures        15,317           --           15,317           --





<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.

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 2003 Form 10-K. There have been no
substantive changes to those policies and estimates.

Results of Operations

Three Months Ended September 30, 2004, Compared to the Three Months Ended
September 30, 2003

Power generation revenue for the third quarter of 2004 decreased $94,000 to
$665,000. The decrease is due to the decrease in customer base and the reduced
rates charged to the California Pumping project's customers as a result of the
change in current market conditions.

Cost of sales decreased $167,000 to $637,000 in the third quarter of 2004
compared to $804,000 in the third quarter of 2003. The decrease is primarily the
result of the decrease in the maintenance expenses of the Monterey and
California Pumping projects. In addition, the Monterey project records and pays
for its natural gas on a net basis (contracted purchase quantities less
contracted re-sale quantities). As a result, cost of sales is net of the
realized gains received from the re-sale of contracted quantities of natural gas
by the Monterey project to its supplier. Net fuel expense for the third quarter
of 2004 was consistent with the prior year.

Gross profit increased $72,000 from a loss of $44,000 in the third quarter of
2003 to a profit of $28,000 in the third quarter of 2004. The increase is
primarily the result of the decrease in cost of sales, partially offset by the
decrease in revenues.

General and administrative expenses and the management fee for the third quarter
were consistent with the prior year.

In accordance with SFAS 149, which became effective July 1, 2003, the Trust
recorded an unrealized gain of $305,000 in the third quarter of 2004 compared to
$254,000 for the third quarter of 2003, principally as a result of an increase
in the fair value of its gas purchase contracts.

Nine Months Ended September 30, 2004, Compared to the Nine Months Ended
September 30, 2003

Power generation revenue decreased $104,000 to $1,931,000 for the first nine
months of 2004 compared to $2,035,000 for the same period of 2003. The decrease
is primarily due to the decrease in customer base and the reduced rates charged
to the California Pumping project's customers as a result of the change in
current market conditions, partially offset by the increase in generation from
the Monterey project.

Cost of sales decreased $209,000 to $1,797,000 for the first nine months of 2004
compared to $2,006,000 for the first nine months of 2003. The decrease is
primarily the result of the decrease in the operations of the California Pumping
projects. In addition, the Monterey project records and pays for its natural gas
on a net basis (contracted purchase quantities less contracted re-sale
quantities). As a result, cost of sales is net of the realized gains received
from the re-sale of contracted quantities of natural gas by the Monterey project
to its supplier. Net fuel expense for the first nine months of 2004 was
consistent with the prior year.

Gross profit increased from $28,000 for the nine months ended September 2003, to
$135,000 for the nine months ended September 2004. The increase is due to the
Monterey and California Pumping projects incurring lower maintenance expenses as
compared to the prior year.

General and administrative expenses for the first nine months of 2004 were
consistent with the prior year.

The management fee for the first nine months of 2004 was $68,000 compared to
$81,000 for the first nine months of 2003. The decrease is the result of the
Trust's lower net asset balance.

Interest income decreased from $20,000 for the first nine months of 2003 to
$4,000 for the first nine months of 2004 due to the lower principle balance
remaining on the outstanding note receivable.

In accordance with SFAS 149, which became effective July 1, 2003, the Trust
recorded an unrealized gain of $831,000 for the first nine months of 2004
compared to $254,000 for the first nine months of 2003, principally as a result
of an increase in the fair value of its gas purchase contracts.

Liquidity and Capital Resources

Cash provided by operating activities was $431,000 for the nine months ended
September 30, 2003, compared to $97,000 in the current year. The decrease in
cash flow is primarily due to the release of restricted cash during the second
quarter of 2003. 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 was no longer required.

Cash provided by investing activities for the first nine months of 2004
decreased to $285,000 from $606,000 for the first nine months of 2003. The
decrease in cash flow is primarily due to the $277,000 of proceeds received from
notes receivable, which was paid in full in the third quarter of 2003.

Cash used in financing activities was $1,070,000 for the first nine months of
2004 and 2003. The $1,070,000 represents the distributions made to shareholders
in each year.

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. As part of the agreement, the Trust agreed to
limitations on its ability to incur indebtedness and liens and make guarantees.
On February 20, 2004, the Managing Shareholder and Wachovia Bank amended the
agreement increasing the amount to $6,000,000 and extending the date of
expiration from June 30, 2004 to June 30, 2005.

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.

Management has identified deficiencies in the Trust's ability to process and
summarize financial information of certain individual projects and equity
investees on a timely basis. Management is establishing a project plan to
address this deficiency.

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

December 10, 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 PURSUANT TO RULE 13A-14 UNDER
                 THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED



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 controls 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 the 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
          Registrant's most recent fiscal quarter that has materially affected,
          or is reasonably likely to materially affect, the Registrant's
          internal control over financial reporting; and


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

      (a) All significant deficiencies and material weaknesses in the design or
      operation of internal control over financial reporting which are
      reasonably likely to adversely affect the Registrant's ability to record,
      process, summarize and report financial information; and

      (b) Any fraud, whether or not material, that involves management or other
      employees who have a significant role in the Registrant's internal control
      over financial reporting.



Date: December 10, 2004

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



<PAGE>



                   CERTIFICATION PURSUANT TO RULE 13A-14 UNDER
                 THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


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 controls 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 the 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
          Registrant's most recent fiscal quarter that has materially affected,
          or is reasonably likely to materially affect, the Registrant's
          internal control over financial reporting; and


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

      (a) All significant deficiencies and material weaknesses in the design or
      operation of internal control over financial reporting which are
      reasonably likely to adversely affect the Registrant's ability to record,
      process, summarize and report financial information; and

      (b) Any fraud, whether or not material, that involves management or other
      employees who have a significant role in the Registrant's internal control
      over financial reporting.


Date: December 10, 2004

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