Table of
Contents


UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
DC 20549





FORM
10-K


(Mark
One)


x           ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934





For the
fiscal year ended December 31, 2008





o           TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934




For the
transition period from ________ to _______





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
              Incorporation
      or Organization)
            
            (IRS
      Employer Identification Number)





1314
      King Street, Wilmington, DE 19801(Address
      of Principal Executive Offices, including Zip Code)





(302)
      888-7444(Registrant’s
      telephone number, including area code)





SECURITIES
      REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:None





SECURITIES
      REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:Investor
      Shares of Beneficial Interest(Title
      of Class)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


Yes o       No
x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act.


Yes o       No
x





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 xNo o




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  x





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of “large accelerated filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):




Large
      accelerated filer   o
              Accelerated
      filer   o
              Non-accelerated
      filer   o
              Smaller
      reporting company   x(Do
      not check if a smaller reporting company)


Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes o    No
x





There is
no market for the Investor Shares. The number of Investor Shares outstanding at
February 28, 2009 was 235.3775.








Table of Contents


FORM 10-K




TABLE
OF CONTENTS





PART
I





PageItem 1.
            Business
            1Item 1A.
            Risk Factors
            3Item 1B.
            Unresolved Staff
      Comments
            3Item 2.
            Properties
            3Item 3.
            Legal
      Proceedings
            3Item 4.
            Submission of
      Matters to a Vote of Security Holders
            4PART
      IIItem 5.
            Market for Registrant’s Common
      Equity, Related Security Holder Matters andIssuer Purchases of Equity
      Securities
            4Item 6.
            Selected Financial
      Data
            5Item 7.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            5Item 7A.
            Quantitative and
      Qualitative Disclosures About Market Risk
            7Item 8.
            Financial
      Statements and Supplementary Data
            7Item
      9.
            Changes in and
      Disagreements with Accountants on Accounting and Financial
      Disclosure
            7Item 9A.
            Controls and
      Procedures
            7Item 9B.
            Other
      Information
            8PART
      IIIItem 10.
            Directors,
      Executive Officers and Corporate Governance
            8Item 11.
            Executive
      Compensation
            9Item 12.
            Security Ownership
      of Certain Beneficial Owners and Management and Related Stockholder
      Matters
            10Item 13.
            Certain
      Relationships and Related Transactions, and Director
      Independence
            10Item 14.
            Principal
      AccountingFees and
      Services
            11PART
      IVItem 15.
            Exhibits and
      Financial Statement Schedules
            12SIGNATURES
            13




Table of Contents


Forward-Looking
Statements




Certain
statements discussed in Item 1. “Business”, Item 3. “Legal
Proceedings” and Item 7. “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and elsewhere in this Annual Report on
Form 10-K constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995.





These
forward-looking statements generally relate to the Trust’s plans, objectives and
expectations for future events and include statements about the Trust’s
expectations, beliefs, plans, objectives, intentions, assumptions and other
statements that are not historical facts. These statements are based upon
management’s opinions and estimates as of the date they are made. Although
management believes that the expectations reflected in these forward-looking
statements are reasonable, such forward-looking statements are subject to known
and unknown risks and uncertainties that may be beyond the Trust’s control,
which could cause actual results, performance and achievements to differ
materially from results, performance and achievements projected, expected,
expressed or implied by the forward-looking statements. Examples of events that
could cause actual results to differ materially from historical results or those
anticipated include, without limitation, possible contingent liabilities
and risks associated with the dissolution and liquidation of the Trust,
including, without limitation, settlement of the Trust’s liabilities and
obligations, costs incurred in connection with the carrying out of the plan
of dissolution and liquidation of the Trust and the actual timing of liquidating
distributions. Additional information concerning the factors that could cause
actual results to differ materially from those in the forward-looking statements
is contained in Item 7. “Management’s Discussion and Analysis of Financial
Condition and Results of Operations”, and elsewhere in this Annual Report on
Form 10-K. The Trust undertakes no obligation to publicly revise any
forward-looking statements or cautionary factors, as a result of new
information, future events or otherwise, except as required by law.





PART
I





ITEM
1.  BUSINESS





Overview





Ridgewood
Electric Power Trust II (the “Trust”) is a Delaware trust formed on November 20,
1992 primarily to make investments in projects and businesses in the energy and
infrastructure sectors. Ridgewood Renewable Power LLC (“RRP” or the “Managing
Shareholder”), a New Jersey limited liability company, is the Managing
Shareholder. As the Managing Shareholder, RRP has direct and exclusive control
over the management and operations of the Trust. The Trust is currently in
dissolution and, as such, its business is limited to winding down its operations
and, when complete, the Trust is expected to be terminated.




Historically,
the Trust focused primarily on small-scale electricity generation projects.
These projects allowed the Trust to develop secure long-term positions in
attractive specialty markets for products and services provided by its projects
and companies. As of December 31, 2008, the Trust had a wholly-owned investment
in a 5.5 megawatt (“MW”) cogeneration project, located in California, which had
suspended its operations since January 2006 and is now in the process of winding
down its operations after settlement of a dispute with its only
customer.  See Item 3. “Legal Proceedings” for further discussion of
the settlement. The Trust has not had any operating revenues since it suspended
the cogeneration operations, though it continues to incur certain expenses
relating to its idle facility.




On or
about December 5, 2008, the Managing Shareholder, on behalf of the Trust,
solicited the approval of the holders of investor shares of beneficial interest
(“Investor Shares”) for the dissolution and liquidation of the Trust pursuant to
the Plan of Dissolution and Liquidation of Ridgewood Electric Power Trust II
(the “Plan of Dissolution”). On December 26, 2008, the Trust’s shareholders
approved the Plan of Dissolution and it became effective upon such approval. See
Item 4. “Submission of Matters to a Vote of Security Holders” for the voting
results of the consent solicitation.





Under the
Plan of Dissolution, the business of the Trust has shifted, and has become
limited to the disposal of its remaining assets and resolution of its remaining
liabilities. Upon the completion of these activities, the Managing Shareholder
expects to distribute any remaining cash to the Trust’s shareholders and then
proceed to terminate the Trust and its reporting obligations under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Trust made
an initial distribution of approximately $2.6 million to the holders of its
Investor Shares on March 6, 2009. The Trust will be required
to make adequate provision to satisfy its known and unknown
liabilities, which could substantially delay or limit the Trust’s ability
to make future distributions to shareholders. The process of accounting for
the Trust’s liabilities, including those that are presently unknown, may
involve difficult valuation decisions, which could adversely impact
the Trust’s ability to make distributions in a timely manner.





The Plan
of Dissolution gives sole authority to the Managing Shareholder to conduct the
Trust’s dissolution, liquidation and termination without additional shareholder
approval. As of the date of this filing, the Trust has not been liquidated
due to certain environmental issues regarding the winding down activities of the
Trust’s cogeneration project.The Managing Shareholder
may, in its sole determination, establish one or more liquidating trusts in
connection with the termination of the Trust. The Managing Shareholder does not
currently expect to create any such liquidating trusts.





As a
result of the approval of the Trust’s Plan of Dissolution, the Trust adopted the
liquidation basis of accounting, effective December 27, 2008, whereby assets are
valued at their net realizable values and liabilities are valued at their
estimated settlement amounts. The valuation of assets and liabilities requires
management to make significant estimates and assumptions.





1
 Table of Contents


The Trust
initiated its private placement offering in January 1993, selling whole and
fractional investor shares of beneficial interests of $100,000 per share. There
is no public market for Investor Shares and one is not likely to develop. In
addition, Investor Shares are subject to significant restrictions on transfer
and resale and cannot be transferred or resold except in accordance with the
Trust’s Declaration of Trust (“Declaration of Trust”) and applicable federal and
state securities laws. The offering was concluded in January 1994, and after
payment of offering fees, commissions and investment fees, the Trust had $19.4
million available for investments and operating expenses.





Managing
Shareholder




RRP, via
a predecessor corporation, was founded in 1991 by Robert E. Swanson. As the
Managing Shareholder, RRP has direct and exclusive control over the management
of the Trust’s operations.





RRP
performs (or arranges for the performance of) the operation and maintenance of
the projects invested in by the Trust and the management and administrative
services required for Trust operations. Among other services, RRP administers
the accounts, including tax and other financial information, and handles
relations with the shareholders. RRP also provides the Trust with office space,
equipment and facilities and other services necessary for its operation.
Effective upon the approval of the Plan of Dissolution, the Managing Shareholder
has sole authority to dissolve, liquidate and terminate the Trust.





As
compensation for its management services, the Managing Shareholder is entitled
to (i) an annual management fee, payable monthly, equal to 1.5% of the prior
year net asset value of the Trust, and (ii) a 20% interest in the cash
distributions made by the Trust in excess of certain threshold amounts expressed
in terms of shareholder returns. The Managing Shareholder is also entitled to
receive reimbursement from the Trust for operating expenses incurred by the
Trust, or on behalf of the Trust and paid by RRP, as the Managing Shareholder.
RRP has arranged for administrative functions required to be performed for the
Trust to be performed by an affiliate, Ridgewood Power Management LLC (“RPM”),
and at RPM’s costs, such costs are reimbursed to RPM by the Trust. RRP also
serves as the managing shareholder (or managing member as appropriate) of a
number of affiliated trusts and investment vehicles similar to the Trust and,
through RPM, provides services to those entities similar to those provided to
the Trust.




Affiliates
of RRP act on behalf of a number of investment vehicles in the oil and gas and
venture capital sectors in a manner similar to that for which RRP serves on
behalf of the Trust.





Projects
and Properties




Monterey




In
January 1995, the Trust purchased 100% of the equity interests in Sunnyside
Cogeneration Partners, L.P., which owns a 5.5MW cogeneration project located in
Salinas, Monterey County, California (“Monterey”). Monterey began operations in
1991 using natural gas fired reciprocating engines to generate electricity for
sale to its sole customer, Pacific Gas and Electric Company ("PG&E") under a
long term contract expiring in 2020.





Monterey
received notice on December 1, 2005 from PG&E directing Monterey to increase
its operations from 13 hours, 5 days a week to 24 hours, 7 days a week. However,
PG&E had been operating or "dispatching" Monterey on a 13 by 5 basis for
over 15 years. Monterey determined that it could not operate profitably on
such a 24 by 7 schedule and was concerned that if it only operated on a 13 by 5
basis, PG&E might refuse to pay for delivered electricity. Monterey
requested from PG&E to limit its operations to the 13 by 5 basis, but this
request was denied. As a result, effective January 9, 2006, Monterey ceased its
operations.  Monterey and PG&E filed lawsuits against the other for
breach of contract. Additionally, as a result of the Monterey shutdown, the
project has not delivered cogeneration steam since January 2006. As a result, it
may be subject to penalties from the lessor, though no claims have been asserted
by the lessor as of the date of this filing.





In March
2008, Monterey and PG&E reached a settlement agreement whereby PG&E
would pay Monterey $500,000, each party would release the other from all claims
and the electricity contract with PG&E would terminate. Monterey
received the settlement amount of $500,000 in January 2009 and is now in the
process of winding down its operations. See Item 3. “Legal Proceedings” for
further discussion.





Monterey
has a non-cancelable ground lease covering its site, which expires in May 2021
with minimum annual lease payments, including the delivery of cogeneration
steam. However, in November 2008, Monterey entered into an agreement to
terminate the ground lease whereby among other things, Monterey will remove the
equipment and complete the required environmental clean-up. Monterey
has since removed the equipment, and inFebruary 2009, as part of the
wind down activities, Monterey identified a potential soil contamination issue
that has been reported to the County of Monterey Board of Health, as required
under applicable regulations. While the cost of this clean up work cannot
currently be estimated, it is not expected to be material to the financial
condition of the Trust. The Trust expects that Monterey will coordinate these
activities with the Board of Health. Upon completion of the clean up work,
Monterey anticipates terminating the ground lease, without penalty.





2
 Table of Contents




PILP/B-3





In
January 1994, the Trust made an equity investment of $2.3 million in Pittsfield
Investors Limited Partnership (“PILP”), which was formed to acquire a
waste-to-energy project designed and built to burn municipal solid waste
supplied by the City of Pittsfield, Massachusetts, surrounding communities and
other waste providers as well as to supply steam to a nearby paper
mill. The PILP project originally began operating in 1981 and was operated
and co-owned with the Trust by subsidiaries of Energy Answers Corporation
(“EAC”). The Trust made an additional investment with affiliates of EAC in
August 1994 when it purchased an interest in the B-3 Limited Partnership (“B-3”)
for $4 million. The business of B-3 was the construction and operation of a
municipal waste transfer station in Columbia County, New York.  In
September 2002, the Trust sold its interests in PILP and B-3 to EAC for $1.2
million in cash and $5 million of promissory notes. The notes bore interest at a
rate of 10% per annum, and were to be repaid over a 17-year term. The notes were
collateralized solely by the assets of the projects and were without recourse to
EAC. On October 31, 2007, the Trust’s notes receivable were fully repaid in
advance of their due dates. The amount received, including prepayment penalties,
totaled $5 million.





Government
Incentives and Regulation




Projects
of the Trust have been subject to energy and environmental laws and regulations
at the federal, state and local levels in connection with development,
ownership, operation, geographical location, zoning and land use of a project
and emissions and other substances produced by a project. These energy and
environmental laws and regulations generally require that a wide variety of
permits and other approvals be obtained before the commencement of construction
or operation of an energy-producing facility and that the facility then operates
in compliance with such permits and approvals. Monterey also operates under a
Qualifying Facility Certification issued by the Federal Energy Regulatory
Commission. In February 2009, while conducting wind down activities at Monterey,
a potential soil contamination issue was identified. Monterey has reported this
issue to the County of Monterey Board of Health and expects to perform any
required clean up work in cooperation with the Board of Health.





Insurance




The Trust
has in place, either directly or through investee companies, insurance typical
for activities such as those conducted by the Trust.





Employees




The Trust
does not have employees. The activities of the Trust are performed either by
employees of the Managing Shareholder, its affiliates or those of the specific
investments of the Trust.




Offices




The
principal office of the Trust is located at 1314 King Street, Wilmington,
Delaware, 19801 and its phone number is 302-888-7444. The Managing Shareholder’s
principal office is located at 947 Linwood Avenue, Ridgewood, New Jersey, 07450
and its phone number is 201-447-9000.




ITEM 1A.  RISK
FACTORS




Not
required.




ITEM
1B.  UNRESOLVED STAFF COMMENTS




Not
applicable.




ITEM 2.  PROPERTIES




Information
regarding the Trust’s properties is contained in Item 1. “Business”, under the
heading “Projects and Properties”.




ITEM 3.  LEGAL
PROCEEDINGS




Monterey
received notice on December 1, 2005, from PG&E directing Monterey to
increase its operations from 13 hours, 5 days a week to 24 hours, 7 days a week.
However, PG&E had been operating or "dispatching" Monterey on a 13 by 5
basis for over 15 years.  Monterey determined that it could not
operate profitably on such a 24 by 7 schedule and was concerned that if it only
operated on a 13 by 5 basis, PG&E might refuse to pay for delivered
electricity. Monterey requested from PG&E to limit its operations to the 13
by 5 basis, but this request was denied. As a result, effective January 9, 2006,
Monterey ceased its operations. Monterey and PG&E filed lawsuits against the
other for breach of contract.





3
 Table of Contents


Monterey
filed a complaint against PG&E in the San Francisco Superior Court on May
16, 2006 (the “Monterey Complaint”).  The Monterey Complaint sought damages
for breach of contract, damages for PG&E’s breach of the implied covenant of
good faith and fair dealing, and a claim for declaratory relief against
PG&E, sought a judicial determination that PG&E’s conduct materially
breached the parties’ agreement and justified Monterey’s suspension of
performance. Monterey was seeking damages against PG&E estimated at
approximately $5 million.





On May
14, 2007, PG&E filed a complaint in San Francisco Superior Court against
Monterey (the “PG&E Complaint”).  The PG&E Complaint arose out of
the same transactions and occurrences that gave rise to the Monterey Complaint
against PG&E.  PG&E asserted claims for compensatory damages for
breach of contract and breach of the implied covenant of good faith and fair
dealing as well as “restitution” of capacity payments made to Monterey on a
theory of unjust enrichment, and declaratory relief for repayment of capacity
payments made to Monterey. PG&E was seeking restitution damages against
Monterey estimated at approximately $4.8 million.





The
claims made by PG&E were made solely against Monterey and did not involve
any claims against the Trust. In March 2008, Monterey and PG&E reached a
settlement agreement whereby PG&E would pay Monterey $500,000, each party
would release the other from all claims and the electricity contract with
PG&E would terminate. This settlement was contingent upon receipt of final
and non-appealable approval from the California Public Utilities Commission
(“CPUC”) of PG&E’s ability to recover the settlement amount in its rate
base. CPUC granted the approval on December 4, 2008, but was subject to CPUC
appeal procedures which expired in January 2009. On January 12, 2009, PG&E
paid $500,000 to Monterey and since then, both PG&E and Monterey have filed
final dismissals of their lawsuits.





On August
16, 2006, the Trust and several affiliated entities, including the Managing
Shareholder, filed lawsuits against the former independent registered public
accounting firm for the Trust and several affiliated entities, Perelson Weiner
LLP (“Perelson Weiner”), in New Jersey Superior Court. The suit alleged
professional malpractice and breach of contract in connection with audit and
accounting services performed for the Trust and other plaintiffs by Perelson
Weiner. On October 20, 2006, Perelson Weiner filed a counterclaim against the
Trust and other plaintiffs, alleging breach of contract due to unpaid invoices
with a combined total of approximately $1.2 million. Discovery is ongoing and no
trial date has been set. The costs and expenses of this litigation,
including adverse judgments, if any, are being paid for by the Managing
Shareholder and affiliated management companies and not the underlying
investment funds.




ITEM 4.  SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS





During
the fourth quarter of 2008, consents for the dissolution and liquidation of the
Trust were solicited pursuant to Section 14(a) of the Exchange Act. On December
25, 2008, a definitive consent statement was filed with the SEC and subsequently
mailed to the shareholders of the Trust soliciting the consent of the
shareholders of the Trust to approve the dissolution and liquidation of the
Trust in lieu of holding a special meeting of shareholders.





There
were 235.3775 Investor Shares outstanding as of December 5, 2008, the record
date of the consent solicitation. The consent solicitation closed on December
26, 2008 and the consents were tabulated on at that time. The results of the
consent solicitation were as follows:





Approve:
            180.71010
      sharesNot
      Approve:
            52.81740
      shares (includes no response regarding 51.46740 shares)Abstain:
            1.85
      shares





PART
II





ITEM 5.  MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED SECURITY HOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES




Market
Information





There has
never been an established public trading market for the Trust’s Investor
Shares.





Holders





As of
February 28, 2009, there were 532 holders of Investor Shares.





Dividends





There
were no distributions made by the Trust for the years ended December 31, 2008
and 2007. On March 6, 2009, the Trust made an initial liquidation distribution
of approximately $2.6 million to the holders of its Investor Shares. The Trust
is required to make adequate provision to satisfy its known
and unknown liabilities, which could substantially delay or limit
the Trust’s ability to make future distributions to shareholders. The
process of accounting for the Trust’s liabilities, including those that are
presently unknown, may involve difficult valuation decisions, which could
adversely impact the Trust’s ability to make distributions in a timely
manner.





4
 Table of Contents


ITEM 6.  SELECTED
FINANCIAL DATA




Not
required.




ITEM 7.  MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS




The
following discussion and analysis should be read in conjunction with the Trust’s
Consolidated Financial Statements and Notes which appear elsewhere in this
Annual Report on Form 10-K. This discussion contains forward-looking
statements that involve risks, uncertainties and assumptions. The Trust’s actual
results could differ materially from those anticipated in these forward-looking
statements as a result of various factors included elsewhere in this Annual
Report on Form 10-K.




Overview





The Trust
is a Delaware trust formed on November 20, 1992 primarily to make investments in
projects and businesses in the energy and infrastructure sectors. RRP, a New
Jersey limited liability company, is the Managing Shareholder. As the Managing
Shareholder, RRP has direct and exclusive control over the management and
operations of the Trust. The Trust is currently in dissolution and, as such, its
business is limited to winding down its operations, and when complete, the Trust
is expected to be terminated.




Historically,
the Trust focused primarily on small-scale electricity generation projects.
These projects allowed the Trust to develop secure long-term positions in
attractive specialty markets for products and services provided by its projects
and companies. As of December 31, 2008, the Trust had a wholly-owned investment
in a 5.5 MW cogeneration project, located in California, which had suspended its
operations since January 2006 and is now in the process of winding down its
operations after settlement of a dispute with its only customer. See Item 3.
“Legal Proceedings” for further discussion of the settlement. The Trust has not
had any operating revenues since it suspended the cogeneration operations,
though it continues to incur certain expenses such as ground lease and
maintenance expenses relating to its idle facility.





On or
about December 5, 2008, the Managing Shareholder on behalf of the Trust
solicited the approval of the holders of its Investor Shares, for the
dissolution and liquidation of the Trust pursuant to the Plan of Dissolution. On
December 26, 2008, the Trust’s shareholders approved the Plan of Dissolution and
it became effective upon such approval.





Under the
Plan of Dissolution, the business of the Trust has shifted, and has become
limited to the disposal of its remaining assets and resolution of its remaining
liabilities. Upon the completion of these activities, the Managing Shareholder
expects to distribute any remaining cash to the Trust’s shareholders and then
proceed to terminate the Trust and its reporting obligations under the Exchange
Act. The Plan of Dissolution gives sole authority to the Managing Shareholder to
conduct the Trust’s dissolution, liquidation and termination without additional
shareholder approval. As of the date of this filing, the Trust has not been
liquidated due to certain environmental issues regarding the winding down
activities of the Trust’s cogeneration project as discussed under the heading
“Contractual Obligations and Commitments”.





Liquidation
Basis of Accounting





The
consolidated financial statements for the period from January 1, 2008 to
December 26, 2008, and for the year ended December 31, 2007 were prepared on the
going concern basis of accounting, which contemplates realization of assets and
satisfaction of liabilities in the normal course of business. As a result of the
approval of the Trust’s Plan of Dissolution, the Trust adopted the liquidation
basis of accounting, effective December 27, 2008. This basis of accounting is
considered appropriate when, among other things, liquidation of the Trust is
probable and the net realizable values of assets are reasonably determinable.
Under this basis of accounting, assets are valued at their net realizable values
and liabilities are valued at their estimated settlement amounts. The valuation
of assets and liabilities requires management to make significant estimates and
assumptions.





Upon
conversion to the liquidation basis of accounting, the Trust accrued the value
of assets expected to be received and known estimated costs to be incurred in
liquidation. The Trust will continue to incur operating costs and receive income
from its cash and cash equivalents. On an ongoing basis, the Trust evaluates the
estimates and assumptions that can have a significant impact on Trust’s reported
net assets in liquidation. Actual costs and income may differ from these
estimates. If there are delays in liquidating the Trust, actual costs incurred
during the liquidation process may increase, reducing net assets available in
liquidation. At December 26, 2008, shareholders’ equity measured on a going
concern basis, totaled approximately $4,146,000. Net assets at December 31,
2008, measured on a liquidation basis, totaled approximately $3,958,000. Changes
during the period from December 27, 2008 to December 31, 2008 were as follows
(in thousands):





Decrease
      in cash and cash equivalents
            
            $
            (97
            )Capital
      contribution due from Managing Shareholder
            
            
            152Estimated
      liquidation costs
            
            
            (340
            )Other
      changes in working capital components
            
            
            97$
            (188
            )





5
 Table of Contents


Critical
Accounting Policies and Estimates





The
discussion and analysis of the Trust’s financial condition and results of
operations are based upon the Trust’s consolidated financial statements, which
have been prepared in conformity with accounting principles generally accepted
in the United States of America (“GAAP”). In preparing these financial
statements, the Trust is required to make certain estimates, judgments and
assumptions. These estimates, judgments and assumptions affect the reported
amounts of the Trust’s assets, liabilities, revenues and expenses including the
disclosure of contingent assets and liabilities, as well as the reported amounts
of changes in net assets. The estimates also affect the reported estimated
value of net realizable assets and settlement of liabilities. The Trust
evaluates these estimates and assumptions on an ongoing basis. The Trust bases
its estimates and assumptions on historical experience and on various other
factors that the Trust believes to be reasonable at the time the estimates and
assumptions are made. However, future events and their effects cannot be
predicted with absolute certainty. Therefore, the determination of estimates
requires the exercise of judgment. Actual results may differ from these
estimates and assumptions under different circumstances or conditions, and such
differences may be material to the financial statements.





Results
of Operations




Results
of Operations discussed below compares the results of the period from January 1,
2008 to December 26, 2008 to the year ended December 31,
2007.





Cost of
revenues decreased $0.1 million, or 23.5%, from approximately $0.4 million in
2007 to $0.3 million in 2008. This decrease in cost of revenues was primarily
due to a decrease in headcount expenses. Cost of revenues primarily represents
expenses such as maintenance, rent and property taxes incurred even though the
Monterey project was not in operation during both periods.





General
and administrative expenses decreased $0.1 million to $0.7 million in 2008, as
compared to $0.8 million in 2007. This was primarily due to a decrease in
professional fees related to the Monterey litigation settlement.





The
management fee due to the Managing Shareholder for 2008 was $0.1 million. The
management fee was for certain management, administrative and advisory services,
office space and other facilities provided to the Trust. The increase in 2008
management fees was primarily due to a higher net asset value at December 31,
2007 compared to December 31, 2006.





The Trust
recorded a gain on sale of investment of $5.6 million in 2007 due to the
collection of the Trust’s notes receivable, which were paid in full in October
2007.





Liquidity
and Capital Resources





At
December 31, 2008, the Trust had cash and cash equivalents of $4.1 million
compared to approximately $5.2 million at December 31, 2007, a decrease of $1.1
million. This decrease is due to net cash used in its operating activities from
January 1, 2008 through December 26, 2008 of $1 million and cash used to reduce
outstanding obligations during the period from December 27, 2008 to December 31,
2008.




In 2008,
the Trust’s operating activities used cash of $1 million compared to cash
provided of $4.9 million in 2007. This increase in cash used by operating
activities of $6 million was primarily due to a gain on sale of investment
relating to the collections of its notes receivable in 2007.





There
were no cash flows from either investing or financing activities for the years
ended December 31, 2008 and 2007.





Future
Liquidity and Capital Resource Requirements





The Trust
distributed approximately $2.6 million to the holders of Investor Shares in
March 2009 and believes that it has sufficient remaining cash and cash
equivalents to provide working capital for the next 12 months. The Trust intends
to distribute excess cash to its shareholders after liquidating its assets and
satisfying its liabilities.





Off-Balance
Sheet Arrangements





None.





6
 Table of Contents




Contractual
Obligations and Commitments





The Trust
will continue to incur expenses through the liquidation process. Note 3 to the
Trust’s Consolidated Financial Statements included in this Annual Report on Form
10-K, which sets forth the initial estimate of these expenses at December 31,
2008. The Trust will continue to evaluate the estimates and assumptions that can
have a significant impact during liquidation.





At
December 31, 2008, the Trust’s contractual obligations are as follows (in
thousands):





Payments
      due by periodTotal
            
            
            Less
      than 1
              year
            
            
            1 -
      3 years
            
            
            3 -
      5 years
            
            
            More
      than 5
              yearsMonterey
      ground operating lease*
            
            $
            152
            
            
            $
            12
            
            
            $
            24
            
            
            $
            24
            
            
            $
            92


*  Excludes
payments in lieu of delivered steam.





In
connection with the ground lease, Monterey has not delivered by-product steam
since it suspended its operations in January 2006. As a result, it may be
subject to penalties from the lessor. As of the date of this filing, no claims
have been asserted by the lessor.





In
November 2008, Monterey entered into an agreement to terminate the ground lease
whereby among other things, Monterey will remove the equipment and complete the
required environmental clean-up. Monterey
has since removed the equipment, and inFebruary 2009, as part of its
wind down activities, Monterey identified a potential soil contamination issue
that has been reported to the County of Monterey Board of Health, as required
under applicable regulations. While the cost of this additional work cannot
currently be estimated, it is not expected to be material to the financial
condition of the Trust. The Trust expects that Monterey will coordinate these
activities with the Board of Health. Upon completion of the clean up work,
Monterey anticipates terminating the ground lease, without penalty.





ITEM 7A. QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK




Not
required.




ITEM 8.  FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA




The
consolidated financial statements of the Trust, including the notes thereto and
the report thereon, are presented beginning at page F-1 of this Form
10-K.




ITEM 9.  CHANGES IN
AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE




None.




ITEM 9A.  CONTROLS
AND PROCEDURES




Evaluation
of Disclosure Controls and Procedures




In
accordance with Rule 13a-15(b) of the Exchange Act, the Trust’s Chief Executive
Officer and Chief Financial Officer have evaluated the effectiveness of the
Trust’s disclosure controls and procedures, as defined in Exchange Act Rule
13a-15(e). Based on this evaluation, the Trust’s Chief Executive Officer and
Chief Financial Officer concluded that the Trust’s disclosure controls and
procedures were effective as of the end of the period covered by this report to
ensure that information required to be disclosed by a registrant in reports
filed pursuant to Exchange Act are recorded, processed, summarized and reported
within the time periods specified in the SEC rules and forms and that
information required to be disclosed by a registrant is accumulated and
communicated to senior management so as to allow timely decisions regarding
required disclosure.




Management’s
Report on Internal Control over Financial Reporting





The
Trust’s management is responsible for establishing and maintaining adequate
internal control over financial reporting. The Trust’s internal control over
financial reporting is designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with GAAP.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.





7
 Table of Contents


Management
of the Trust, including its Chief Executive Officer and Chief Financial Officer,
assessed the effectiveness of the Trust’s internal control over financial
reporting as of December 31, 2008.  In making this assessment,
management of the Trust used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal
Control — Integrated Framework.  Based on this evaluation,
the Trust’s management concluded that as of December 31, 2008, the Trust’s
internal controls over financial reporting were effective.





This
Annual Report on Form 10-K does not include an attestation report of the Trust’s
registered public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by the
Trust’s registered public accounting firm pursuant to temporary rules of the SEC
that permit the Trust to provide only management’s report in this Annual
Report.




Changes
in Internal Control over Financial Reporting





The
Trust’s Chief Executive Officer and Chief Financial Officer have concluded that
there was no change in the Trust's internal control over financial reporting (as
such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred
during the fiscal quarter ended December 31, 2008 that has materially affected,
or is reasonably likely to materially affect, the Trust’s internal control over
financial reporting.




ITEM 9B.  OTHER
INFORMATION




None.




PART
III




ITEM
10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE




The
Trust’s Managing Shareholder, RRP, was originally founded in 1991. The Managing
Shareholder has very broad authority, including the authority to elect executive
officers of the Trust.




Each of
the executive officers of the Trust also serves as an executive officer of the
Managing Shareholder. The executive officers of the Trust are as
follows:





Name, Age and Position
      with Registrant
            Officer
      SinceRandall
      D. Holmes, 61
              President
      and Chief Executive Officer
            2004Robert
      E. Swanson, 61
              Chairman
            1997Jeffrey
      H. Strasberg, 51
              Executive
      Vice President and Chief Financial Officer
            2007Daniel
      V. Gulino, 48
              Senior
      Vice President, General Counsel and Secretary
            2000





Set forth
below is the name of and certain biographical information regarding the
executive officers of the Trust:




Randall D. Holmes has served
as President and Chief Executive Officer of the Trust, the Managing Shareholder
and affiliated Ridgewood Power trusts and limited liability companies since
January 2006 and served as Chief Operating Officer of the Trust, the Managing
Shareholder and affiliated Ridgewood Power trusts and limited liability
companies from January 2004 until January 2006. Prior to such time,
Mr. Holmes served as the primary outside counsel to and has represented the
Managing Shareholder and its affiliates since 1991. Immediately prior to being
appointed Chief Operating Officer, Mr. Holmes was counsel to Downs Rachlin
Martin PLLC (“DRM”). DRM is one of the primary outside counsel to the Trust, the
Managing Shareholder and its affiliates. He has maintained a minor consulting
relationship with DRM in which he may act as a paid advisor to DRM on certain
matters that are unrelated to the Trust. Such relationship will not require a
significant amount of Mr. Holmes’ time and it is expected that such
relationship will not adversely affect his duties as President and Chief
Executive Officer. Mr. Holmes is a graduate of
Texas Tech University and the University of Michigan Law School. He is
a member of the New York State Bar.




Robert E. Swanson has served
as Chairman of the Trust, the Managing Shareholder and affiliated Ridgewood
Power trusts and limited liability companies since their inception. From their
inception until January 2006, Mr. Swanson also served as their Chief
Executive Officer. Mr. Swanson is the controlling member of the Managing
Shareholder, as well as Ridgewood Energy and Ridgewood Capital, affiliates of
the Trust. Mr. Swanson has been President and registered principal of
Ridgewood Securities since its formation in 1982, has served as the Chairman of
the Board of Ridgewood Capital since its organization in 1998 and has served as
President and Chief Executive Officer of Ridgewood Energy since its inception in
1982. Mr. Swanson is a member of the New York State and New Jersey
State Bars, the Association of the Bar of the City of New York and the New York
State Bar Association. He is a graduate of Amherst College and
Fordham University Law School.





8
 Table of Contents


Jeffrey H. Strasberg has
served as Executive Vice President and Chief Financial Officer of the Trust, the
Managing Shareholder and Ridgewood Power trusts and limited liability companies
since May 2007. Mr. Strasberg also serves as Senior Vice President and
Chief Financial Officer of Ridgewood Capital and affiliated limited liability
companies and Ridgewood Securities and has done so since April 2005.
Mr. Strasberg joined Ridgewood Capital in 1998 where his initial
responsibilities were to serve as interim Chief Financial Officer of various
portfolio companies in which Ridgewood Capital trusts had interests.
Mr. Strasberg is a Certified Public Accountant and a graduate of the
University of Florida.




Daniel V. Gulino has served as
Senior Vice President and General Counsel of the Trust, the Managing Shareholder
and Ridgewood Power trusts and limited liability companies since 2000 and was
appointed Secretary in February 2007. Mr. Gulino also serves as Senior Vice
President and General Counsel of Ridgewood Energy, Ridgewood Capital, Ridgewood
Securities and affiliated Ridgewood Power trusts and limited liability companies
and has done so since 2000. Mr. Gulino is a member of the New
Jersey State and Pennsylvania State Bars. He is a graduate of
Fairleigh Dickinson University and Rutgers University School of
Law.





Board
of Directors and Board Committees




The Trust
does not have its own board of directors or any board committees. The Trust
relies upon the Managing Shareholder to perform the function that a board of
directors or its committees would otherwise perform. Officers of the Trust are
not directly compensated by the Trust, and all compensation matters are
addressed by the Managing Shareholder, as described in Item 11. “Executive
Compensation”. Because the Trust does not maintain a board of directors and
because officers of the Trust are compensated by the Managing Shareholder, the
Managing Shareholder believes that it is appropriate for the Trust not to have a
nominating or compensation committee.





Managing
Shareholder




The
Trust’s Management Agreement with the Managing Shareholder details how the
Managing Shareholder is to render management, administrative and investment
advisory services to the Trust. Specifically, the Managing Shareholder performs
(or may arrange for the performance of) the management and administrative
services required for the operation of the Trust. Among other services, the
Managing Shareholder administers the accounts and handles relations with
shareholders, provides the Trust with office space, equipment and facilities and
other services necessary for its operation, and conducts the Trust’s relations
with custodians, depositories, accountants, attorneys, brokers and dealers,
corporate fiduciaries, insurers, banks and others, as required. Effective upon
the approval of the Plan of Dissolution, the Managing Shareholder has sole
authority to dissolve, liquidate and terminate the Trust.





The
Managing Shareholder is obligated to pay the compensation of the personnel and
administrative and service expenses necessary to perform the foregoing
obligations. The Trust pays all other expenses of the Trust, including
transaction expenses, valuation costs, expenses of preparing and printing
periodic reports for shareholders and the SEC, postage for Trust mailings, SEC
fees, interest, taxes, legal, accounting and consulting fees, litigation
expenses and other expenses properly payable by the Trust. The Trust reimburses
the Managing Shareholder for all such Trust expenses paid by the Managing
Shareholder.




As
compensation for the Managing Shareholder’s performance under the Management
Agreement, the Trust is obligated to pay the Managing Shareholder an annual
management fee described below in Item 13. “Certain Relationships and Related
Transactions, and Director Independence”.




Each
investor in the Trust consented to the terms and conditions of the Management
Agreement by subscribing to acquire Investor Shares in the Trust. The Management
Agreement is subject to termination at any time on 60 days prior notice by a
majority in interest of the shareholders or the Managing Shareholder. The
Management Agreement is subject to amendment by the parties upon the approval of
a majority in interest of the investors.




Section
16(a) Beneficial Ownership Reporting Compliance




Section
16(a) of the Exchange Act, requires the Trust’s executive officers and
directors, and persons who own more than 10% of a registered class of the
Trust’s equity securities, to file reports of ownership and changes in ownership
with the SEC. During the past fiscal year, all filings required to be made by
members of the management or others pursuant to Section 16(a) of the Exchange
Act have been duly filed within the SEC.




Code
of Ethics




In March
2004, the Managing Shareholder, for itself and for the Trust and its affiliates
adopted a Code of Ethics applicable to the principal executive officer,
principal financial officer, principal accounting officer or controller (or any
persons performing similar functions) of each such entity. A copy of the Code of
Ethics is filed as Exhibit 14 of this Annual Report on Form 10-K.




ITEM 11.  EXECUTIVE
COMPENSATION




The
executive officers of the Trust do not receive compensation directly from the
Trust or any of its subsidiaries. They provide managerial services to the Trust
in accordance with the terms of the Trust’s Declaration of Trust. The Managing
Shareholder, or affiliated management companies, determines and pays the
compensation of these officers. Each of the executive officers of the Trust also
serves as an executive officer of the Managing Shareholder and other trusts
managed by the Managing Shareholder and its affiliates.





9
 Table of Contents


The Trust
does, however, pay the Managing Shareholder a management fee and the Managing
Shareholder may determine to use a portion of the proceeds from the management
fee to pay compensation to executive officers of the Trust. See Item 13.
“Certain Relationships and Related Transactions, and Director Independence” for
more information regarding Managing Shareholder compensation and payments to
affiliated entities.





ITEM 12. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS




The
following table sets forth information with respect to the beneficial ownership
of the Trust’s Investor Shares as of February 28, 2009 (no person owns more than
5%) by:




·
            each
      executive officer  of the Trust (there are no directors);
      and


·
            all
      of the executive officers of the Trust as a
  group.




Beneficial
ownership is determined in accordance with SEC rules and includes voting or
investment power with respect to the securities. Except as indicated by
footnote, and subject to applicable community property laws, the persons named
in the table below have sole voting and investment power with respect to all
Investor Shares shown as beneficially owned by them. Percentage of beneficial
ownership is based on 235.3775 Investor Shares outstanding at February 28, 2009.
Other than as set forth below, no officer of the Trust owns any shares of the
Trust.





Name
      of beneficial owner
            Number
              of
      shares (1)
            PercentRidgewood
      Renewable Power LLC (Managing Shareholder)
              Robert
      E. Swanson,  controlling member
            1.45
            *Executive
      officers as a group
            1.45
            *


_________________________________


*            
  Represents less than one percent.





(1)
            Does
      not include a management share in the Trust representing the beneficial
      interests and management rights of the Managing Shareholder in its
      capacity as the Managing Shareholder. The management share owned by the
      Managing Shareholder is the only issued and outstanding management share
      of the Trust. The management rights of the Managing Shareholder are
      described in further detail in Item 1. “Business”. Its beneficial interest
      in cash distributions of the Trust and its allocable share of the Trust’s
      net profits and net losses and other items attributable to the management
      share are described in further detail below in Item 13. “Certain
      Relationships and Related Transactions,
      and Director Independence”.





ITEM 13.  CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE





Under the
terms of the Trust's Management Agreement, the Trust is obligated to pay the
Managing Shareholder an annual management fee equal to 1.5% of the Trust’s prior
year net asset value, which was approximately $77,000 and $8,000 for the
years ended December 31, 2008 and 2007, respectively, as compensation for the
services the Managing Shareholder provides to the Trust. The management fee is
to be paid in monthly installments and, to the extent that the Trust does not
pay the management fee on a timely basis, the Trust accrues interest at an
annual rate of 10% on the unpaid balance.





For the
year ended December 31, 2008, the Trust made management fee payments to the
Managing Shareholder of approximately $77,000. The Trust made no management fee
payments to the Managing Shareholder in 2007. During 2007, the
Managing Shareholder forgave approximately $8,000 of unpaid accrued management
fees. In the fourth quarter of 2007, the Managing Shareholder waived its right
to reimbursement of approximately $76,000 relating to professional service fees
of the Trust. Any waivers, or forgiveness, by the Managing Shareholder are
recorded by the Trust as a deemed capital contribution. The shareholders of the
Trust other than the Managing Shareholder were allocated 99% of each
contribution and the Managing Shareholder was allocated 1% so that the amount of
the contribution allocated offsets the allocation of the recorded
expense.





Under the
Operating Agreement with the Trust, RPM provides management, purchasing,
engineering, planning and administrative services to the projects operated by
the Trust. RPM charges the projects at its cost for these services and for the
allocable amount of certain overhead items. Allocations of costs are on the
basis of identifiable direct costs or in proportion to amounts invested in
projects managed by RPM. For the years ended December 31, 2008 and 2007,
RPM charged the projects approximately $139,000 and $141,000, respectively, for
overhead items allocated in proportion to the amount invested in projects
managed. In addition, for the years ended December 31, 2008 and 2007, RPM
charged the projects approximately $860,000 and $1,008,000, respectively, for
direct expenses incurred. These charges may not be indicative of costs incurred
if the Trust were not operated by RPM.





10
 Table of Contents


Under the
Declaration of Trust, the Managing Shareholder is entitled to receive,
concurrently with the shareholders of the Trust other than the Managing
Shareholder, 1% of all distributions from operations made by the Trust in a year
until the shareholders have received distributions in that year equal to 14% per
annum of their equity contribution. Thereafter, the Managing Shareholder is
entitled to receive 20% of the distributions for the remainder of the year. The
Managing Shareholder is entitled to receive 1% of the proceeds from dispositions
of Trust property until the shareholders other than the Managing Shareholder,
have received cumulative distributions equal to their original investment
("Payout"). After Payout, the Managing Shareholder is entitled to receive 20% of
all remaining distributions of the Trust. There were no distributions made to
the Managing Shareholder for the years ended December 31, 2008 and 2007. The
Trust has not yet reached Payout.





Income is
allocated to the Managing Shareholder until the profits so allocated equal
distributions to the Managing Shareholder. Thereafter, income is allocated among
the shareholders other than the Managing Shareholder in proportion to their
ownership of Investor Shares. If the Trust has net losses for a fiscal period,
the losses are allocated 99% to the shareholders other than the Managing
Shareholder and 1% to the Managing Shareholder, subject to certain limitations
as set forth in the Declaration of Trust. Amounts allocated to shareholders
other than the Managing Shareholder are apportioned among them in proportion to
their capital contributions.




Under the
terms of the Declaration of Trust, if the Adjusted Capital Account (as defined
in the Declaration of Trust) of a shareholder other than the Managing
Shareholder would become negative using General Allocations (as defined in the
Declaration of Trust), losses and expenses will be allocated to the Managing
Shareholder. Should the Managing Shareholder's Adjusted Capital Account become
negative and items of income or gain occur, then such items of income or gain
will be allocated entirely to the Managing Shareholder until such time as the
Managing Shareholder's Adjusted Capital Account becomes positive. This mechanism
does not change the allocation of cash, as discussed above.





In
accordance with the Declaration of Trust, upon or prior to the first
distribution by the Trust in liquidation, the Managing Shareholder is required
to contribute to the capital of the Trust an amount equal to any deficit in the
tax basis capital account of the Managing Shareholder calculated just prior to
such distribution. As of December 31, 2008, the last date such calculation was
made, the Managing Shareholder would have been required to contribute
approximately $152,000 to the Trust prior to the Trust making any liquidating
distributions.





ITEM 14.  PRINCIPAL
ACCOUNTING FEES AND SERVICES




The
following table presents fees and services rendered by Grant Thornton LLP, the
Trust’s principal accountant, for the years ended December 31, 2008 and 2007 (in
thousands).




2008
            
            
            2007Audit
      fees
            
            $
            95
            
            
            $
            244Tax
      fees1
            
            
            13
            
            
            
            14Total
            
            $
            108
            
            
            $
            258




1 Tax fees consisted
principally of tax compliance, planning and advisory services as well as tax
examination services.







Audit
Committee Pre-Approval Policy




The
Managing Shareholder pre-approves on an annual basis all audit and permitted
non-audit services that may be performed by the Trust’s independent registered
public accounting firm, including the audit engagement terms and fees, and also
pre-approves any detailed types of audit-related and permitted tax services to
be performed during the year. The Managing Shareholder pre-approves permitted
non-audit services on an engagement-by-engagement basis.




11
 Table of Contents




PART
IV




ITEM 15.  EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES




(a)           Financial
Statements




See the
Index to Financial Statements on page F-1 of this report.




(b)           Exhibits





Exhibits
required by Section 601 of Regulation S-K:





Exhibit
      No.
            
            Description2
            
            
            Plan
      of Dissolution and Liquidation of Ridgewood Electric Power Trust II
      (incorporated by reference to the Registrant’s Definitive Proxy Statement
      filed with the SEC on December 5, 2008, SEC File No.
      000-21304)3
            (i)(A)
            
            Certificate
      of Trust of the Registrant (incorporated by reference to the Registrant’s
      Registration Statement on Form 10 filed with the SEC on February 27,
      1993)3
            (i)(B)
            
            Certificate
      of Amendment to the Certificate of Trust of the Registrant filed with the
      Delaware Secretary of State on December 18, 2003 (incorporated by
      reference to the Registrant’s Annual Report on Form 10-K filed with the
      SEC on December 14, 2007)3
            (ii)(A)
            
            Amended
      and Restated Declaration of Trust of the Registrant (incorporated by
      reference to Exhibit 4 to the Registrant’s Quarterly Report on Form 10-Q/A
      filed with the SEC on November 17, 1993, SEC File No.
      000-21034)3
            (ii)(B)
            
            January
      2000 Amendment to Declaration of Trust by Consent of the Registrant
      (incorporated by reference to the Registrant’s Annual Report on Form 10-K
      filed with the SEC on December 14, 2007)3
            (ii)(C)
            
            First
      Amendment to the Declaration of Trust of the Registrant (incorporated by
      reference to Exhibit A to the Registrant’s Definitive Proxy Statement
      filed with the SEC on November 5, 2001, SEC File No.
      000-21304)





10.1
            #
            
            Management
      Agreement between the Trust and Managing Shareholder (incorporated by
      reference to the Registrant’s Registration Statement on Form 10 filed with
      the SEC on February 27, 1993)14
            
            
            Code
      of Ethics, adopted on March 1, 2004 (incorporated by reference to the
      Annual Report on Form 10-K filed by The Ridgewood Power Growth Fund with
      the SEC on March 1, 2006)21
            
            
            Subsidiaries
      of the Registrant (incorporated by reference to the Registrant’s Annual
      Report on Form 10-K filed with the SEC on January 25,
  2008)31.1
            *
            
            Certification
      of Randall D. Holmes, Chief Executive Officer of the Registrant, pursuant
      to Securities Exchange Act Rule 13a-14(a)31.2
            *
            
            Certification
      of Jeffrey H. Strasberg, Chief Financial Officer of the Registrant,
      pursuant to Securities Exchange Act Rule 13a-14(a)32
            *
            
            Certifications
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      The Sarbanes-Oxley Act of 2002, signed by Randall D. Holmes, Chief
      Executive Officer of the Registrant, and Jeffrey H. Strasberg, Chief
      Financial Officer of the Registrant


_____________________


*
            Filed
      herewith.#
            A
      management contract or compensatory plan or arrangement required to be
      filed as an exhibit pursuant to Item 15(a)(3) of Form
  10-K.(c)
            Financial
      Statement SchedulesSee
      Financial Statements and accompanying notes included in this
      report.





12
 Table of Contents





SIGNATURES





Pursuant
to the requirements 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 IIDate:
      March 27, 2009
            By:
            /s/ Randall
      D. HolmesRandall
      D. HolmesPresident
      and Chief Executive Officer(Principal
      Executive Officer)





Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.




Signature
            
            Capacity
            
            Date/s/
      Randall D. Holmes
            
            President
      and Chief Executive Officer
            
            March
      27, 2009Randall
      D. Holmes
            
            (Principal
      Executive Officer)/s/
      Jeffrey H. Strasberg
            
            Executive
      Vice President and Chief Financial Officer
            
            March
      27, 2009Jeffrey
      H. Strasberg
            
            (Principal
      Financial and Accounting Officer)RIDGEWOOD
      RENEWABLE POWER LLC(Managing
      Shareholder)By:
      /s/ Randall D. Holmes
            
            President
      and Chief Executive Officer of Managing Shareholder
            
            March
      27, 2009Randall
      D. Holmes








13
 Table of Contents


RIDGEWOOD ELECTRIC
      POWER TRUST IIINDEX
      TO CONSOLIDATED FINANCIAL STATEMENTSPageReport of Independent Registered Public Accounting
      Firm
                        F-2Consolidated Statement of Net Assets at December 31, 2008 and
      Consolidated Balance Sheet at December 31, 2007
                        F-3Consolidated Statement of Changes in Net Assets for the period
      from December 27, 2008 to December 31, 2008
                        F-4Consolidated Statements of Operations for the period from
      January 1, 2008 to December 26, 2008 and for the
      year
                          ended December 31, 2007
                        F-5Consolidated Statements of Changes in Shareholders’ Equity
      (Deficit) for the period from January 1, 2008 to
                          December 26, 2008 and for the year ended December 31,
      2007
                        F-6Consolidated Statements of Cash Flows for the period from
      January 1, 2008 to December 26, 2008 and for the year
                          ended December 31, 2007
                        F-7Notes to Consolidated Financial
      Statements
                        F-8
 
   
 F-1
 Table of Contents
  REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 The
Managing Shareholder and Shareholders
 Ridgewood
Electric Power Trust II
 
 We have
audited the accompanying consolidated statement of net assets in liquidation
(liquidation basis) of Ridgewood Electric Power Trust II (a Delaware trust) as
of December 31, 2008, and the related consolidated statement of changes in net
assets in liquidation (liquidation basis) for the period from December 27, 2008
to December 31, 2008.  We also have audited the consolidated balance
sheet as of December 31, 2007, and the related statements of operations, changes
in shareholders’ equity (deficit) and cash flows for the year then ended, and
the statements of operations, changes in shareholders’ equity (deficit) and cash
flows for the period from January 1, 2008 to December 26, 2008.  These
consolidated financial statements are the responsibility of the Trust’s
management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the consolidated financial statements are free of material
misstatement.  The Trust is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. Our
audits included consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the
Trust’s internal control over financial reporting.  Accordingly, we
express no such opinion.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.
 
 As
described in Note 1 to the consolidated financial statements, the shareholders
of Ridgewood Electric Power Trust II approved a plan of liquidation on December 26, 2008, and the Trust commencedliquidation at that time.  As a result, the Trust has
changed itsbasis of accounting for periods subsequent to
December 26, 2008 from the going-concernbasis to a
liquidation basis.
 
 In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the consolidated net assets in liquidation
(liquidation basis) of Ridgewood Electric Power Trust II as of December 31,
2008, the consolidated changes in its net assets in liquidation
for the period from December 27, 2008 to December 31, 2008, the consolidated
financial position as of December 31, 2007, and the consolidated results of its
operations and its cash flows for the year then ended and for the period from
January 1, 2008 to December 26, 2008  in conformity with accounting
principles generally accepted in the United States of America applied on the
basesdescribed in the preceding
paragraph.
 
 
 
 
 /s/GRANT
THORNTON LLP
 Edison,
New Jersey
 March 27,
2009
 F-2
 Table of Contents
  RIDGEWOOD ELECTRIC
      POWER TRUST IICONSOLIDATED STATEMENT OF NET
      ASSETS AT DECEMBER 31, 2008(Liquidation Basis)
                  AND CONSOLIDATED BALANCE SHEET
      AT DECEMBER 31, 2007(Going Concern Basis)(in
      thousands, except share data)2008
                
                
                2007ASSETSCurrent
      assets:Cash
      and cash equivalents
                
                $
                4,149
                
                
                $
                5,250Due
      from affiliates
                
                
                170
                
                
                
                5Other
      current assets
                
                
                61
                
                
                
                31Total
      assets
                
                $
                4,380
                
                
                $
                5,286LIABILITIES
      AND SHAREHOLDERS' EQUITYCurrent
      liabilities:Accounts
      payable and accrued expenses
                
                $
                422
                
                
                $
                169Commitments
      and contingenciesShareholders’
      equity (deficit):Shareholders’
      equity (235.3775 Investor Shares issued andoutstanding)
                
                
                -
                
                
                
                5,267Managing
      shareholder’s accumulated deficit(1
      management share issued and outstanding)
                
                
                -
                
                
                
                (150
                )Total
      shareholders’ equity
                
                
                -
                
                
                
                5,117Total
      liabilities and shareholders’ equity
                
                
                422
                
                
                $
                5,286Net
      assets in liquidation (available to Investor Shares)
                
                $
                3,958
  The
accompanying notes are an integral part of these consolidated financial
statements.
 
 F-3
 Table of Contents
  RIDGEWOOD ELECTRIC POWER
TRUST II
 CONSOLIDATED
STATEMENT OF CHANGES IN NET ASSETS
 FOR
THE PERIOD FROM DECEMBER 27, 2008 TO DECEMBER 31, 2008
 (Liquidation
Basis)
 
 
 
 Shareholders’
      equity at December 27, 2008
                                              
                                              $
                                              4,146Decrease
      in cash and cash equivalents
                                              
                                              
                                              (97
                                              )Capital
      contribution due from Managing Shareholder
                                              
                                              
                                              152Estimated
      liquidation costs
                                              
                                              
                                              (340
                                              )Other
      changes in working capital components
                                              
                                              
                                              97Net
      asset in liquidation at December 31, 2008
                                              
                                              $
                                              3,958
  
 
 
 
 
 
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
  F-4
 Table of Contents
 
 RIDGEWOOD ELECTRIC
      POWER TRUST IICONSOLIDATED
      STATEMENTS OF OPERATIONS
                          (Going
      Concern Basis)(in
      thousands, except per share data)Period
      From
                          January
      1, 2008 to
                          December
      26, 2008
                        
                        
                        Year
      Ended
                          December
                          31,
      2007Cost
      of revenues
                        
                        $
                        261
                        
                        
                        $
                        341Gross
      loss
                        
                        
                        (261
                        )
                        
                        
                        (341
                        )Operating
      expenses:General
      and administrative expenses
                        
                        
                        738
                        
                        
                        
                        808Management
      fee to Managing Shareholder
                        
                        
                        77
                        
                        
                        
                        8Total
      operating expenses
                        
                        
                        815
                        
                        
                        
                        816Loss
      from operations
                        
                        
                        (1,076
                        )
                        
                        
                        (1,157
                        )Other
      income:Interest
      income
                        
                        
                        69
                        
                        
                        
                        37Other
      income
                        
                        
                        36
                        
                        
                        
                        -Gain
      on sale of investment
                        
                        
                        -
                        
                        
                        
                        5,598Total
      other income
                        
                        
                        105
                        
                        
                        
                        5,635Net
      (loss) income
                        
                        $
                        (971
                        )
                        
                        $
                        4,478Managing
      Shareholder – Net (loss) income
                        
                        $
                        (10
                        )
                        
                        $
                        45Shareholders
      - Net (loss) income
                        
                        
                        (961
                        )
                        
                        
                        4,433Net
      (loss) income per Investor Share
                        
                        
                        (4,083
                        )
                        
                        
                        18,833
  The
accompanying notes are an integral part of these consolidated financial
statements.
  F-5
 Table of Contents
  RIDGEWOOD ELECTRIC
      POWER TRUST IICONSOLIDATED
      STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)PERIOD
      FROM JANUARY 1, 2008 TO DECEMBER 26, 2008 AND YEAR ENDED DECEMBER 31,
      2007
                      (Going
      Concern Basis)(in
      thousands)Shareholders'
                      Equity
                    
                    
                    Managing
                      Shareholder
                      (Deficit)
                    
                    
                    Total
                      Shareholders'
                      EquityBalance
      at December 31, 2006
                    
                    $
                    751
                    
                    
                    $
                    (196
                    )
                    
                    $
                    555Net
      income
                    
                    
                    4,433
                    
                    
                    
                    45
                    
                    
                    
                    4,478Capital
      contributions
                    
                    
                    83
                    
                    
                    
                    1
                    
                    
                    
                    84Balance
      at December 31, 2007
                    
                    
                    5,267
                    
                    
                    
                    (150
                    )
                    
                    
                    5,117Net
      loss
                    
                    
                    (961
                    )
                    
                    
                    (10
                    )
                    
                    
                    (971
                    )Balance
      at December 26, 2008
                    
                    $
                    4,306
                    
                    
                    $
                    (160
                    )
                    
                    $
                    4,146
  
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
  F-6
 Table of Contents
  RIDGEWOOD ELECTRIC
      POWER TRUST IICONSOLIDATED
      STATEMENTS OF CASH FLOWS
                      (Going
      Concern Basis)(in
      thousands)Period
      From
                      January
      1, 2008 to
                      December
      26, 2008
                    
                    
                    Year
      Ended
                      December
                      31,
      2007Cash
      flows from operating activities:Net
      (loss) income
                    
                    $
                    (971
                    )
                    
                    $
                    4,478Adjustments
      to reconcile net (loss) income to net cash (used in)
    providedby
      operating activities:Forgiveness
      of professional and management fees and related interest
                    
                    
                    -
                    
                    
                    
                    84Change
      in operating assets and liabilities:Accounts
      receivable
                    
                    
                    -
                    
                    
                    
                    118Other
      current assets
                    
                    
                    (30
                    )
                    
                    
                    (2
                    )Accounts
      payable and accrued expenses
                    
                    
                    10
                    
                    
                    
                    161Due
      to/from affiliates, net
                    
                    
                    (13
                    )
                    
                    
                    16Total
      adjustments
                    
                    
                    (33
                    )
                    
                    
                    377Net
      cash (used in) provided by operating activities
                    
                    
                    (1,004
                    )
                    
                    
                    4,855Cash
      and cash equivalents, beginning of year
                    
                    
                    5,250
                    
                    
                    
                    395Cash
      and cash equivalents, end of period
                    
                    $
                    4,246
                    
                    
                    $
                    5,250
    
 
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
  F-7
 Table of Contents
 RIDGEWOOD
ELECTRIC POWER TRUST II
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 (dollar
amounts in thousands, except per share
data)
  1.     DESCRIPTION OF
BUSINESS
 
 Ridgewood
Electric Power Trust II (the “Trust”) is a Delaware trust formed on November 20,
1992. The Trust began offering shares in January 1993 and concluded its
offering in January 1994. The objective of the Trust is to provide benefits to
its shareholders through a combination of distributions of operating cash flow
and capital appreciation. The Managing Shareholder of the Trust is Ridgewood
Renewable Power LLC (“RRP” or the “Managing Shareholder”). The Trust has been
organized to invest primarily in independent power generation facilities located
in the US. The projects owned by the Trust have characteristics that qualify the
projects for government incentives.
 
 As of
December 31, 2008, the Trust had a wholly-owned investment in a 5.5 megawatt
(“MW”) cogeneration project, located in California (“Monterey”), which had
suspended its operations since January 2006 and is now in the process of winding
down its operations after settlement of a dispute with its only customer,
Pacific Gas and Electric Company ("PG&E") (see Note 5). The Trust has
not had any operating revenues since it suspended Monterey’s operations, though
it continued to incur certain expenses such as ground lease and maintenance
expenses relating to its idle facility.
 
 On or
about December 5, 2008, the Managing Shareholder on behalf of the Trust
solicited the approval of the
holders of investor shares of beneficial interest (“Investor Shares”)for
the dissolution and liquidation of the Trust pursuant to the Plan of Dissolution
and Liquidation of Ridgewood Electric Power Trust II (the “Plan of
Dissolution”). On December 26, 2008, the Trust’s shareholders approved the Plan
of Dissolution and it became effective upon such approval.
 
 Under the
Plan of Dissolution, the business of the Trust has shifted, and has become
limited to the disposal of its remaining assets and resolution of its remaining
liabilities. Upon the completion of these activities, the Managing Shareholder
expects to distribute any remaining cash to the Trust’s shareholders and then
proceed to terminate the Trust. The Plan of Dissolution gives sole authority to
the Managing Shareholder to conduct the Trust’s dissolution, liquidation and
termination without additional shareholder approval. As of March 24, 2009, the
Trust has not been liquidated due to certain environmental issues regarding the
winding down activities of the Trust’s cogeneration project as discussed in Note
5.
 
 The
Managing Shareholder performs (or arranges for the performance of) the operation
and maintenance of the Trust and the projects invested in by the Trust. Among
other services, the Managing Shareholder administers the accounts, including tax
and other financial information, and handles relations with the shareholders.
The Managing Shareholder also provides the Trust with office space, equipment
and facilities and other services necessary for its operation.
 
 2.     SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
 
 a)
Basis of Presentation
 
 The
consolidated financial statements include the accounts of the Trust and its
wholly-owned subsidiary. All material intercompany transactions have been
eliminated in consolidation.
 
 The
consolidated financial statements for the period from January 1, 2008 to
December 26, 2008, and for the year ended December 31, 2007 were prepared on the
going concern basis of accounting, which contemplates realization of assets and
satisfaction of liabilities in the normal course of business. As a result of the
approval of the Trust’s Plan of Dissolution, the Trust adopted the liquidation
basis of accounting, effective December 27, 2008. This basis of accounting is
considered appropriate when, among other things, liquidation of the Trust is
probable and the net realizable values of assets are reasonably determinable.
Under this basis of accounting, assets are valued at their net realizable values
and liabilities are valued at their estimated settlement amounts. The conversion
from going concern to liquidation basis of accounting required management to
make significant estimates and assumptions.
 
 b) Use of Estimates
 
 The
preparation of consolidated financial statements in accordance with accounting
principles generally accepted in the United States of America (“GAAP”)
requires the Trust to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities, as well as the reported amounts of changes in
net assets. The estimates also affect the reported estimated value of net
realizable assets and settlement of liabilities.  On an ongoing basis,
the Trust evaluates its estimates, including recordable liabilities for
litigation and other contingencies. The Trust bases its estimates on historical
experience, current and expected conditions and various other assumptions that
are believed to be reasonable under the circumstances, the results of which form
the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or
conditions.
  F-8
 Table of Contents
 RIDGEWOOD
ELECTRIC POWER TRUST II
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 (dollar
amounts in thousands, except per share
data)
 
 c)
Cash and Cash Equivalents
 
 The Trust
considers all highly liquid investments with maturities, when purchased, of
three months or less as cash and cash equivalents. At December 31, 2008,
cash and cash equivalents did not exceed insured limits. At December 31, 2007,
cash balance exceeded insured limits by $5,150.
 
 d)
Fair Value of Financial Instruments
 
 At
December 31, 2008 and 2007, the carrying value of the Trust’s cash and cash
equivalents, other current assets, accounts payable and accrued expenses
approximates their fair value.
 
 e)
Notes Receivable
 
 Recovery
of interest and principal under the promissory notes issued in connection with
the sale of the Trust’s interest in Pittsfield Investors Limited Partnership
(“PILP”) and B-3 Limited Partnership (“B-3”) were dependent upon the operations
of the partnership investment transferred. Consequently, the Trust deferred its
gain on the sale of its ownership interest until the carrying value of the
investments was fully recovered. The cash proceeds received for the interest and
principal were recorded as a reduction of the Trust’s investment in the
partnership transferred under contractual agreement through June 30,
2005.  Subsequent payments were recorded as a component of other
income. The notes receivable were paid in full in 2007, which was recorded
as other income in the accompanying consolidated statement of
operations.
 
 f)
Comprehensive (Loss) Income
 
 The
Trust’s comprehensive (loss) income consists only of net
(loss) income.
 
 g)
Income Taxes
 
 No
provision is made for income taxes in the Trust’s consolidated financial
statements as the income or losses of the Trust are passed through and included
in the income tax returns of the individual shareholders of the
Trust.
 
 h)
Recent Accounting Pronouncements
 
 SFAS
157
  In
September 2006, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standard (“SFAS”) No. 157, Fair Value Measurements
(“SFAS 157”), to define fair value, establish a framework for measuring fair
value in accordance with GAAP and expand disclosures about fair value
measurements. SFAS 157 requires quantitative disclosures using a tabular format
in all periods (interim and annual) and qualitative disclosures about the
valuation techniques used to measure fair value in all annual periods. In
February 2008, the FASB issued Staff Position 157-2, Effective Date of FASB Statement
No. 157, which delays the effective date of SFAS 157 for
non-financial assets and non-financial liabilities for the Trust until January
1, 2009, except for items that are recognized or disclosed at fair value in the
financial statements on a recurring basis.  In October 2008, the FASB
issued Staff Position 157-3, Determining the Fair Value of a
Financial Asset When the Market for That Asset Is Not Active,which clarifies the
application of SFAS 157 in a market that is not active and to determine the fair
value of a financial asset when the market for that financial asset is not
active. The Trust adopted SFAS 157 for financial assets and financial
liabilities effective January 1, 2008, with no material impact on its
consolidated financial statements.  Staff Position 157-3 does not have
a material impact on its consolidated financial statements. The Trust is
currently evaluating the impact of adopting SFAS 157 for non-financial
assets and non-financial liabilities on its consolidated financial
statements.
 
 SFAS
159
  In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities – Including an amendment of FASB
Statement No. 115 (“SFAS 159”), which expands opportunities to
use fair value measurements in financial reporting and permits entities to
choose to measure many financial instruments and certain other items at fair
value. The Trust adopted SFAS 159 effective January 1, 2008, with no material
impact on its consolidated financial statements.
 
 SFAS
162
 
 In May
2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted
Accounting Principles (“SFAS 162”).  SFAS 162 identifies the sources
of accounting principles and the framework for selecting principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with GAAP.  This statement shall be effective 60
days following the SEC’s approval of the Public Company Accounting Oversight
Board’s amendments to AU section 411, The Meaning of Present Fairly in
Conformity with Generally Accepted Accounting Principles. The Trust is
currently evaluating the impact of adopting SFAS 162 on its consolidated
financial statements.
  F-9
 Table of Contents
 RIDGEWOOD
ELECTRIC POWER TRUST II
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 (dollar
amounts in thousands, except per share
data)
 
 3.    
CHANGES IN NET ASSETS IN LIQUIDATION
 
 The Trust
has applied the liquidation basis of accounting to its financial statements
assuming that it will be liquidated in 2009.  Upon conversion to the
liquidation basis of accounting, the Trust accrued known estimated value of
assets expected to be received and known estimated costs to be incurred in
liquidation. The Trust will continue to incur operating costs and receive income
from its cash and cash equivalents. On an ongoing basis, the Trust evaluates the
estimates and assumptions that can have a significant impact on Trust’s reported
net assets in liquidation. Actual costs and income may differ from these
estimates. If there are delays in liquidating the Trust, actual costs incurred
during the liquidation process may increase, reducing net assets available in
liquidation. Presented below is a reconciliation of shareholders’ equity at
December 26, 2008 measured on a going concern basis and net assets at December
31, 2008, measured on a liquidation basis.
 
 Decrease
      in cash and cash equivalents
                            
                            $
                            (97
                            )Capital
      contribution due from Managing Shareholder
                            
                            
                            152Estimated
      management fees to be incurred during liquidation*
                            
                            
                            (60
                            )Estimated
      professional fees to be incurred during liquidation**
                            
                            
                            (205
                            )Other
      estimated liquidation costs
                            
                            
                            (75
                            )Other
      changes in working capital components
                            
                            
                            97$
                            (188
                            )
 
 *   Management fees
represents the 2009 obligation to pay the Managing Shareholder for the services
it provides to the Trust.
 **
This includes legal, accounting and other professional fees expected to be
incurred related to the wind down activities of the Trust.
 
 4.    
NOTES RECEIVABLE
 
 In
January 1994, the Trust made an equity investment of $2,300 in PILP, which was
formed to acquire a waste-to-energy project designed and built to burn municipal
solid waste supplied by the City of Pittsfield, Massachusetts, surrounding
communities and other waste providers as well as to supply steam to a nearby
paper mill. The PILP project originally began operating in 1981 and was
operated and co-owned with the Trust by subsidiaries of Energy Answers
Corporation (“EAC”). The Trust made an additional investment with affiliates of
EAC in August 1994 when it purchased an interest in B-3 for $3,975. The
business of B-3 was the construction and operation of a municipal waste transfer
station in Columbia County, New York. In September 2002, the Trust sold its
interests in PILP and B-3 to EAC for $1,200 in cash and $5,000 of promissory
notes. The notes bore interest at a rate of 10% per annum, and were to be paid
over a 17-year term. The notes were collateralized solely by the assets of the
projects and were without recourse to EAC.
 
 Recovery
of interest and principal under the promissory notes were dependent upon the
operations of the partnership investment transferred. Consequently, the Trust
deferred its gain on the sale of its ownership interest until the carrying value
of the investments was fully recovered. The cash proceeds received for the
interest and principal were recorded as a reduction of its investment in
partnership transferred under contractual agreement through June 30, 2005, the
date at which the recorded balance reached zero. On October 31, 2007, the
Trust’s notes receivable were fully repaid in advance of their due dates. The
amount received, including prepayment penalties, totaled $5,042. As these notes
had no recorded accounting value, the amount received was recorded as other
income during the fourth quarter of 2007.
 
 5.    
COMMITMENTS AND CONTINGENCIES
  The Trust
will continue to incur expenses through the liquidation process. The initial
estimates of these expenses are accrued at December 31, 2008, as discussed in
Note 3. The Trust will continue to evaluate the estimates and assumptions that
can have a significant impact during liquidation.
 
 Monterey
received notice on December 1, 2005, from PG&E directing Monterey to
increase its operations from 13 hours, 5 days a week to 24 hours, 7 days a week.
However, PG&E had been operating or "dispatching" Monterey on a 13 by 5
basis for over 15 years.  Monterey determined that it could not
operate profitably on such a 24 by 7 schedule and was concerned that if it only
operated on a 13 by 5 basis, PG&E might refuse to pay for delivered
electricity. Monterey requested from PG&E to limit its operations to the 13
by 5 basis, but this request was denied. As a result, effective January 9, 2006,
Monterey ceased its operations. Monterey and PG&E filed lawsuits against the
other for breach of contract.
 
 Monterey
filed a complaint against PG&E in the San Francisco Superior Court on May
16, 2006 (the “Monterey Complaint”).  The Monterey Complaint sought damages
for breach of contract, damages for PG&E’s breach of the implied covenant of
good faith and fair dealing, and a claim for declaratory relief against
PG&E, sought a judicial determination that PG&E’s conduct materially
breached the parties’ agreement and justified Monterey’s suspension of
performance. Monterey was seeking damages against PG&E estimated at
approximately $5,000.
  F-10
 Table of Contents
 RIDGEWOOD
ELECTRIC POWER TRUST II
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 (dollar
amounts in thousands, except per share
data)
 
 On May
14, 2007, PG&E filed a complaint in San Francisco Superior Court against
Monterey (the “PG&E Complaint”).  The PG&E Complaint arose out of
the same transactions and occurrences that gave rise to the Monterey Complaint
against PG&E.  PG&E asserted claims for compensatory damages for
breach of contract and breach of the implied covenant of good faith and fair
dealing as well as “restitution” of capacity payments made to Monterey on a
theory of unjust enrichment, and declaratory relief for repayment of capacity
payments made to Monterey. PG&E was seeking restitution damages against
Monterey estimated at approximately $4,800.
 
 The
claims made by PG&E were made solely against Monterey and did not involve
any claims against the Trust. In March 2008, Monterey and PG&E reached a
settlement agreement whereby PG&E would pay Monterey $500, each party would
release the other from all claims and the electricity contract with PG&E
would terminate. This settlement was contingent upon receipt of final and
non-appealable approval from the California Public Utilities Commission (“CPUC”)
of PG&E’s ability to recover the settlement amount in its rate base. CPUC
granted its approval on December 4, 2008, but was subject to CPUC appeal
procedures which expired in January 2009. On January 12, 2009, PG&E paid
$500 to Monterey and since then, both PG&E and Monterey have filed final
dismissals of their lawsuits. The settlement was recorded as other income in
2009, when the appeal process expired.
 
 Monterey
has a non-cancelable ground lease which expires in May 2021. Future minimum
lease payments as of December 31, 2008 are approximately $12 per annum, which is
included in cost of revenues, along with the delivery of by-product steam. 
In connection with this lease, Monterey has not delivered by-product steam since
it suspended its operations in January 2006. As a result, Monterey may be
subject to penalties by the lessor.  As of the date of this filing, no
claims have been asserted by the lessor.
 
 The
following table provides the contractual obligations and commitments of the
Trust for the future minimum payments of its ground operating lease as of
December 31, 2008, excluding payments in lieu of delivered
steam.
  Years Ended December 31,2009
                      
                      $
                      122010
                      
                      
                      122011
                      
                      
                      122012
                      
                      
                      122013
                      
                      
                      12Thereafter
                      
                      
                      92Total
                      
                      $
                      152
  In
November 2008, Monterey entered into an agreement to terminate the ground lease
whereby among other things, Monterey will remove the equipment and complete the
required environmental clean-up. Monterey
has since removed the equipment, and inFebruary 2009, as part of its
wind down activities, Monterey identified a potential soil contamination issue
that has been reported to the County of Monterey Board of Health, as required
under applicable regulations. While the cost of this additional work cannot
currently be estimated, it is not expected to be material to the financial
condition of the Trust. The Trust expects that Monterey will coordinate these
activities with the Board of Health. Upon completion of the clean up work,
Monterey anticipates terminating the ground lease, without penalty.
 
 On August
16, 2006, the Trust and several affiliated entities, including the Managing
Shareholder, filed lawsuits against the former independent registered public
accounting firm for the Trust and several affiliated entities, Perelson Weiner
LLP (“Perelson Weiner”), in New Jersey Superior Court. The suit alleged
professional malpractice and breach of contract in connection with audit and
accounting services performed for the Trust and other plaintiffs by Perelson
Weiner. On October 20, 2006, Perelson Weiner filed a counterclaim against the
Trust and other plaintiffs, alleging breach of contract due to unpaid invoices
with a combined total of approximately $1,200. Discovery is ongoing and no trial
date has been set. The costs and expenses of this litigation, including
adverse judgments, if any, are being paid for by the Managing Shareholder and
affiliated management companies and not the underlying investment
funds.
 
 The Trust
is subject to legal proceedings involving ordinary and routine claims related to
its business. The ultimate legal and financial liability with respect to
such matters cannot be estimated with certainty and requires the use of
estimates in recording liabilities for potential litigation settlements.
Estimates for losses from litigation are disclosed if considered reasonably
possible and accrued if considered probable after consultation with outside
counsel. If estimates of potential losses increase or the related facts and
circumstances change in the future, the Trust may be required to record
additional litigation expense.  While it is not possible to predict
the outcome of the litigation discussed above with certainty and some lawsuits,
claims or proceedings may be disposed of unfavorably to the Trust, based on its
evaluation of matters which are pending or asserted, the Trust’s management
believes the disposition of such matters will not have a material adverse effect
on the Trust’s business or consolidated financial statements.
  F-11
 Table of Contents
 RIDGEWOOD
ELECTRIC POWER TRUST II
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 (dollar
amounts in thousands, except per share
data)
 
 6.    
TRANSACTIONS WITH MANAGING SHAREHOLDER AND AFFILIATES
 
 The Trust
operates pursuant to the terms of a management agreement ("Management
Agreement"). The Trust is obligated to pay the Managing Shareholder an annual
management fee equal to 1.5% of the Trust’s prior year net asset value, which
was $77 and $8 for the years ended December 31, 2008 and 2007,
respectively, as compensation for services to the Trust. The management fee is
to be paid in monthly installments and, to the extent that the Trust does not
pay the management fee on a timely basis, the Trust accrues interest at an
annual rate of 10% on the unpaid balance.
  For the
year ended December 31, 2008, the Trust made management fee payments to the
Managing Shareholder of $77. The Trust made no management fee payments to the
Managing Shareholder in 2007.  During 2007, the Managing Shareholder
forgave $8 of unpaid accrued management fees. In the fourth quarter of 2007, the
Managing Shareholder waived its right to reimbursement of $76 relating to
professional service fees of the Trust. Any waivers, or forgiveness, by the
Managing Shareholder are recorded by the Trust as a deemed capital contribution.
The shareholders of the Trust other than the Managing Shareholder were allocated
99% of each contribution and the Managing Shareholder was allocated 1% so
that the amount of the contribution allocated offsets the allocation of the
recorded expense.
 
 Under the
Operating Agreement with the Trust, Ridgewood Power Management (“RPM”), an
affiliate of the Managing Shareholder, provides management, purchasing,
engineering, planning and administrative services to the projects operated by
the Trust. RPM charges the projects at its cost for these services and for the
allocable amount of certain overhead items. Allocations of costs are on the
basis of identifiable direct costs or in proportion to amounts invested in
projects managed by RPM. During the years ended December 31, 2008 and 2007,
RPM charged the projects $139 and $141, respectively, for overhead items
allocated in proportion to the amount invested in projects managed. In addition,
for the years ended December 31, 2008 and 2007, RPM charged the
projects $860 and $1,008, respectively, for direct expenses incurred. These
charges may not be indicative of costs incurred if the Trust were not operated
by RPM.
  Under the
Declaration of Trust, the Managing Shareholder is entitled to receive,
concurrently with the shareholders of the Trust other than the Managing
Shareholder, 1% of all distributions from operations made by the Trust in a year
until the shareholders have received distributions in that year equal to 14% per
annum of their equity contribution. Thereafter, the Managing Shareholder is
entitled to receive 20% of the distributions for the remainder of the year. The
Managing Shareholder is entitled to receive 1% of the proceeds from dispositions
of Trust property until the shareholders other than the Managing Shareholder,
have received cumulative distributions equal to their original investment
("Payout"). After Payout, the Managing Shareholder is entitled to receive 20% of
all remaining distributions of the Trust. There were no distributions to the
Managing Shareholder during 2008 and 2007. The Trust has not yet reached
Payout.
  Income is
allocated to the Managing Shareholder until the profits so allocated equal
distributions to the Managing Shareholder. Thereafter, income is allocated among
the shareholders other than the Managing Shareholder in proportion to their
ownership of the holders of its Investor Shares. If the Trust has net losses for
a fiscal period, the losses are allocated 99% to the shareholders other than the
Managing Shareholder and 1% to the Managing Shareholder, subject to certain
limitations as set forth in the Declaration of Trust. Amounts allocated to
shareholders other than the Managing Shareholder are apportioned among them in
proportion to their capital contributions.
  Under the
terms of the Declaration of Trust, if the Adjusted Capital Account (as defined
in the Declaration of Trust) of a shareholder other than the Managing
Shareholder would become negative using General Allocations (as defined in the
Declaration of Trust), losses and expenses will be allocated to the Managing
Shareholder. Should the Managing Shareholder's Adjusted Capital Account become
negative and items of income or gain occur, then such items of income or gain
will be allocated entirely to the Managing Shareholder until such time as the
Managing Shareholder's Adjusted Capital Account becomes positive. This mechanism
does not change the allocation of cash, as discussed above.
 
 In
accordance with the Declaration of Trust, upon or prior to the first
distribution in liquidation, the Managing Shareholder is required to contribute
to the capital of the Trust an amount equal to any deficit in the tax basis
capital account of the Managing Shareholder calculated just prior to such
distribution. As of December 31, 2008, the last date such calculation was made,
the Managing Shareholder would have been required to contribute $152 to the
Trust prior to the Trust making any liquidating distributions.
 
 The
Managing Shareholder owns 1.45 investor shares. The Trust granted the Managing
Shareholder a single Management Share representing the Managing Shareholder's
management rights and rights to distributions of cash flow.
  The Trust
records short-term receivables from other affiliates in the ordinary course of
business. The amounts receivable from the other affiliates do not bear
interest.
 
 7.    
SUBSEQUENT EVENT
  The Trust
distributed approximately $2,600 to the holders of its Investor Shares in the
first quarter of 2009.
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