SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 2004

                         Commission file number 0-21304

                        RIDGEWOOD ELECTRIC POWER TRUST II
             (Exact Name of Registrant as Specified in Its Charter)

         Delaware                                 22-3206429
  (State or Other Jurisdiction            (I.R.S. Employer Identification No.)
of Incorporation or Organization)

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

Registrant's Telephone Number, including Area Code:           (302)888-7444

Securities Registered Pursuant to Section 12(b) of the Act:  None

Securities Registered Pursuant to Section 12(g) of the Act: Shares of Beneficial
Interest

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No ___

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. [ ]

Indicate by check mark whether registrant is an accelerated filer (as defined in
Rule 12b-2 of the Act). Yes ___ No X

    Exhibit Index is located on Page 27.

<PAGE>

PART I

Item 1.  Business.

Forward-looking statement advisory

This Annual Report on Form 10-K, as with some other statements made by Ridgewood
Electric   Power   Trust  II  (the   "Trust")   from  time  to  time,   includes
forward-looking  statements.  These statements discuss business trends and other
matters  relating to the Trust's future  results and business.  In order to make
these statements, the Trust has had to make assumptions as to the future. It has
also  had to make  estimates  in some  cases  about  events  that  have  already
happened,  and to rely on data  that may be found  to be  inaccurate  at a later
time.  Because  these  forward-looking  statements  are  based  on  assumptions,
estimates and changeable  data, and because any attempt to predict the future is
subject  to  other  errors,  what  happens  to the  Trust in the  future  may be
materially  different from the Trust's  statements here. Some of the events that
could  change the  statements  made  herein  include  changes in  political  and
economic  conditions,   federal  or  state  regulatory  structures,   government
taxation,  spending and  budgetary  policies,  government  mandates,  demand for
electricity  and  thermal  energy,  the ability of  customers  to pay for energy
received, supplies and prices of fuels, operational status of generating plants,
mechanical breakdowns, volatility in the price for electric energy, natural gas,
availability  of labor and the  willingness  of  electric  utilities  to perform
existing power purchase agreements in good faith.

The Trust  therefore  warns  readers of this report that they should not rely on
these  forward-looking  statements  without  considering  all of the things that
could make them  inaccurate.  The Trust's other filings with the  Securities and
Exchange Commission and its offering materials discuss many (but not all) of the
risks and uncertainties that might affect these forward-looking statements.

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

(a) General Development of Business.

The Trust was  organized  as a Delaware  business  trust on November 20, 1992 to
participate in the development,  construction and operation of independent power
generating  facilities  ("Independent  Power  Projects" or "Projects")  and sold
shares of  beneficial  interest  in the Trust  ("Investor  Shares") in a private
placement  offering (the  "Offering")  which ended on January 31, 1994, at which
time  it  had  raised   approximately  $23.5  million.  Net  of  offering  fees,
commissions and expenses,  the Offering provided  approximately $19.4 million of
net funds  available for  investments  in the  development  and  acquisition  of
Projects. The Trust has 541 record holders of Investor Shares (the "Investors").
As  described  below in Item  1(c)(2),  the  Trust  (and its  subsidiaries)  own
interests in four Projects.

The Trust made an  election to be treated as a  "business  development  company"
("BDC") under the  Investment  Company Act of 1940, as amended (the "1940 Act").
On February 27, 1993 the Trust notified the  Securities and Exchange  Commission
of that election and registered its shares of beneficial interest (the "Investor
Shares") under the Securities Exchange Act of 1934, as amended (the "1934 Act").
On April 29, 1993 the  election and  registration  became  effective.  Ridgewood
Renewable Power LLC (the "Managing Shareholder"), a New Jersey limited liability
company, is the managing  shareholder of the Trust. The Managing Shareholder has
complete  control of the day-to-day  operation of the Trust and is not regularly
elected by the Investors.

As a BDC, the Trust was required to have a board of "independent trustees" that,
among other  things,  reviewed  and  consented to certain  affiliated  and other
transactions  that the Trust may have  considered  doing.  However,  because the
Trust's funds were fully invested,  such  transactions were not likely to occur.
Moreover,  the Trust had become more of an "operating  company" as opposed to an
"investment  company."  As a result,  there was no further need for the Trust to
maintain its BDC status. Therefore, on November 5, 2001, the Trust issued to the
owners of  Investor  Shares  (the  "Investors")  a "Notice  of  Solicitation  of
Consents,"  in which the Trust  sought the consent of the  Investors to withdraw
its  election  to be  treated  as a BDC under  the 1940 Act and to make  certain
amendments to the Trust's Declaration of Trust  ("Declaration")  required due to
such  withdrawal,  including,  but not limited to,  deleting  the section of the
Declaration requiring independent trustees. Consents were tabulated at the close
of business on January 7, 2002. Based on such tabulation, a majority of Investor
Shares  consented to such  withdrawal and  amendments.  On January 10, 2002, the
Trust filed with the  Securities  and  Exchange  Commission  a  notification  to
withdraw  its election to be treated as a "business  development  company." As a
result of such withdrawal,  the Trust now utilizes generally accepted accounting
principles for operating companies.

The Trust  therefore  does not have a "board of  directors"  that  oversees  the
day-to-day  activities of the Trust, the Managing  Shareholder  serves that role
and,  accordingly,  the Trust does not have an audit  committee  or a nominating
committee  as  otherwise  would be  required  by the  applicable  provisions  of
Sarbanes-Oxley  Act of 2002 if the Trust was organized  such that it had a board
of  directors.  Accordingly,  the  Trust's  Chief  Executive  Officer  and Chief
Financial  Officer  effectively  perform the functions  that an audit  committee
would otherwise perform.

Christiana Bank & Trust Company, a ("Christiana"),  a Delaware trust company, is
the  Corporate  Trustee  of  the  Trust.  The  Corporate  Trustee  acts  on  the
instructions  of  the  Managing  Shareholder  and  is  not  authorized  to  take
independent discretionary action on behalf of the Trust.

In addition,  the Trust is affiliated with the following trusts organized by the
Managing Shareholder (the "Other Power Trusts"):

o        Ridgewood Electric Power Trust I ("Power I");
o        Ridgewood Electric Power Trust III ("Power III");
o        Ridgewood Electric Power Trust IV ("Power IV");
o        Ridgewood Electric Power Trust V ("Power V");
o        The Ridgewood Power Growth Fund (the "Growth Fund");
o        Ridgewood/Egypt Fund ("Egypt Fund"); and
o        Ridgewood Power B Fund/Providence Expansion (the "B Fund").

In addition,  the Trust is affiliated with certain  Delaware  limited  liability
companies formed by the Managing  Shareholder  ("Ridgewood  LLCs") and for which
the Managing Shareholder acts as Manager. These LLCs are:

o        Ridgewood Renewable PowerBank LLC;
o        Ridgewood Renewable Powerbank II LLC;
o        Ridgewood Renewable PowerBank III LLC; and
o        Ridgewood Renewable PowerBank IV LLC.

(b) Financial Information about Industry Segments.

The Trust operates in only one industry segment:  investing in independent power
generation and similar  energy  projects.  See Item 8, Financial  Statements and
Supplementary Data for financial information about Industry Segments.

(c) Narrative Description of Business.

      (1)  General Description.

The Trust  was  formed  to  participate  in the  development,  construction  and
operation of Projects that generate  electricity  or related forms of energy for
sale to  manufacturers,  utilities and other users. The Trust also may invest in
facilities related to those Projects.

      (2)   Projects.

            (i)   Berkshire Project and B-3 Project.

On  January  4,  1994,  the Trust  made an  approximately  $2.3  million  equity
investment in  Pittsfield  Investors  Limited  Partnership  ("PILP"),  which was
formed to acquire the  Berkshire  Project,  including the assets and business of
the Pittsfield  Resource Recovery Facility.  The Berkshire Project is a waste to
energy plant located in Pittsfield,  Massachusetts. The Berkshire Project, which
has been operating since 1981,  burns municipal solid waste supplied by the City
of Pittsfield  ("Pittsfield"),  surrounding communities and other providers. The
Trust's  partners in the Berkshire  Project were  subsidiaries of Energy Answers
Corporation ("EAC"). EAC made an equity investment of approximately $1.3 million
in PILP and also serves as manager and operator of the facility. In addition, on
August 31,  1994,  the Trust  entered  into the B-3  Limited  Partnership,  with
affiliates  of EAC,  the same firm with  which  the  Trust  participated  in the
Berkshire Project. The Trust made an investment of approximately $4 million into
the B-3 Limited  Partnership  to construct a municipal  waste  transfer  station
located in Columbia County, New York ("B-3 Project"). The B-3 Project is a waste
transfer  station where  municipal waste collected from nearby towns by smaller,
short  haul  trucks can be  transferred  to  larger,  long haul  trucks for more
efficient transportation of the waste to distant landfills.

The Trust was entitled to an annual  preferred  distribution  of available  cash
flow,  representing  revenue from the  Berkshire  Project,  (after  funding debt
service,  debt service  reserves and operating and  maintenance  expenses) in an
amount equal to 15% of its  investment.  With  respect to the B-3  Project,  the
Trust  was  entitled  to  receive  a  cumulative  priority  return  on the Trust
investment of 18% per annum,  with any  shortfalls  being  carried  forward into
subsequent  years.  Due  to  financial  difficulties,   distributions  from  the
Berkshire  Project  ceased  in the  third  quarter  of 1998 and did not  resume.
Moreover,  certain key agreements were to expire at the end of 2004,  making the
Berkshire Project's ability to continue operations thereafter uncertain. As with
the  Berkshire  Project,  distributions  from the B-3 Project  were  impaired by
repeated  extensions  of the  closing  deadlines  for some local  landfills  and
capacity expansions at other local landfills.  If waste can be cheaply deposited
at local  landfills,  there is less  demand  for  consolidating  the  waste  for
transfer to distant sites.  As a result,  on September 20, 2002 the Trust,  sold
100% of its ownership  interests in the B-3 Project and the Berkshire Project to
EAC.  The  acquisition  agreement  provided  for the sale of 100% of the Trust's
ownership in the two projects in return for  $1,200,000  cash and  $5,000,000 of
interest bearing  promissory notes. The notes bear interest at a rate of 10% per
annum,  and will be repaid  over a 17-year  term.  The notes are  collateralized
solely by all the assets of the partnerships, without recourse to EAC.

During 2004, EAC has made all required  payments  under the notes.  During 2004,
the key  agreements of the Berkshire  Projects that were  scheduled to expire in
2004 were modified and extended.  No other material  events have occurred during
2004 with respect to these projects.

            (ii)  Monterey Project.

On  January  9,  1995,  the Trust  purchased  100% of the  equity  interests  in
Sunnyside  Cogeneration Partners,  L.P., which owns a 5.5-megawatt  cogeneration
project  located  in  Salinas,   Monterey  County,   California  (the  "Monterey
Project"). The aggregate purchase price was approximately $5.2 million including
transaction  costs.  The Monterey Project has been operating since 1991 and uses
natural  gas fired  reciprocating  engines to generate  electricity  for sale to
Pacific Gas and Electric Company ("PG&E") under a long term contract expiring in
2020 (the "Power Contract"). Thermal energy from the Monterey Project is used to
provide warm water to an adjacent  greenhouse  under a long- term  contract that
also terminates in 2020. The Monterey Project is operated on behalf of the Trust
by its affiliate, Ridgewood Power Management LLC ("RPM").

The Monterey Project is a "Qualifying Facility" or "QF" under the Public Utility
Regulatory  Policies  Act of 1978,  as amended  ("PURPA").  PURPA,  among  other
things,  requires  utilities  to  purchase  electric  power from QFs,  including
"cogeneration  facilities"  and "small power  producers," and also exempts these
QFs from most federal and state utility  regulatory  requirements.  In addition,
the price paid by electric utilities under PURPA for electricity produced by QFs
is the utility's  avoided cost of producing  electricity  (i.e., the incremental
costs  the  utility  would  otherwise  face to  generate  electricity  itself or
purchase  electricity  from  another  source).  Pursuant  to  PURPA,  and  state
implementation  of PURPA,  many electric  utilities  have entered into long-term
power contracts with rates set by contract formulae approved by state regulatory
commissions.  The Monterey  Project  entered into such  contracts with PG&E. The
capacity  and energy  price paid by PG&E  pursuant  to the Power  Contract  were
determined  pursuant to a contract  formula  approved by the  California  Public
Utilities  Commission  ("CPUC") with the energy payment  originally based upon a
benchmark  energy price  adjusted  for changes over time in a gas index;  the so
called "Short Run Avoided Cost  Methodology" or SRAC.  Currently,  however,  the
Monterey  Project is operating  pursuant to an  Amendment to the Power  Contract
with PG&E,  which provide,  among other things,  that the Monterey  Project will
receive a fixed energy payment (as well as the required  capacity payment) for a
term of five (5) years,  until  approximately  August 2006.  This  amendment was
negotiated with PG&E as a result of its bankruptcy and was a negotiated  attempt
by PG&E to deal fairly with the QFs it had under contract.  The Monterey Project
operates profitability under the Amendment.

In order to  execute  the  PG&E  amendment  with a fixed  energy  price,  it was
necessary for the Monterey Project to procure its fuel,  natural gas, at a fixed
price.  The  Monterey  Project  procured  such  supply of natural gas from Coral
Energy Services,  Inc.,  ("Coral") a subsidiary of Shell Oil. In addition to the
gas  supply  agreement,  Coral and the  Monterey  Project  has a master  re-sale
agreement,  which also  expires  in August  2006.  Such  agreement  enables  the
Monterey  Project to not take delivery of and sell back to Coral certain amounts
of natural gas once predetermined prices have been established. During 2004, the
Monterey Project, along with projects owned by Power III, sold back through 2006
to Coral some of the natural gas it had purchased. In 2004, the Monterey Project
earned  $28,000 from such  re-sales.  Through 2006, it should earn an additional
$227,000  from the  re-sale of gas back to Coral.  Otherwise  during  2004,  the
Monterey Project operated normally, without any material incident.

Finally, upon expiration of the amendment, the formula contained in the original
Power  Contract  for  determining  the  short-run  avoided  cost will once again
determine the energy price paid by PG&E to the Monterey  Project and there is no
guarantee  that such energy price at that time,  or during the  remainder of the
term of the  Power  Contract,  will  provide  sufficient  cash for the  Monterey
Project to operate profitably.  However,  under the Power Contract, the Monterey
Project is also paid a capacity payment.  However,  the Trust believes that such
payment,  along with an SRAC based energy payment,  even if somewhat low, should
be enough for the  Monterey  Project to operate  and have a positive  cash flow,
although factors,  such as the volatility of natural gas prices could materially
affect the ability of the Monterey Project to operate at a profit.  In addition,
after the Power Contract  expires in 2020 or terminates  for other reasons,  the
Monterey Project, under currently anticipated conditions,  would be free to sell
its output on the competitive electric supply market, either in spot, auction or
short-term  arrangements or under  long-term  contracts if those Power Contracts
could be obtained.  There is no assurance  that the Monterey  Project could sell
its  output or do so  profitably.  Because  the  Monterey  Project  is fueled by
natural gas normally purchased at market prices and because the Monterey Project
is relatively small-scale, it might have cost disadvantages in competing against
larger  competitors  that would enjoy economies of scale. The Trust is unable to
anticipate  whether  thermal sales from  cogeneration  would offset any possible
cost  disadvantages in electric  generation or whether in fact the Project would
have  cost  disadvantages  after  the Power  Contract  ends in 2020.  It is thus
impossible  to predict  the  profitability  of the  Monterey  Project  after the
scheduled termination of the Power Contract.

            (iii) California Pumping Project

In 1995,  the Trust  purchased  a package of  irrigation  service  engines  (the
"Pumping  Project")  located in Ventura County,  California and also in 1995 the
Trust bought  additional  engines from unaffiliated  sellers.  The Trust's total
investment in the Pumping Project was approximately  $952,000.  RPM operates and
manages the Pumping Project on behalf of and for the benefit of the Trust.

The Pumping Project has been operating since 1992 and uses 10  natural-gas-fired
reciprocating engines with a rated equivalent capacity of 2 Megawatts to provide
power for  irrigation  wells that furnish  water for orchards of lemon and other
citrus trees. The power is purchased by local farmers and farmers' co-operatives
pursuant to electric services contracts.  Presently, the Pumping Project's rates
are approximately 85% of Southern California Edison Company's  agricultural rate
of 12.2  cents/kwh.  The discount  was  provided  because of the low natural gas
prices experienced during most of 2002.  However,  natural gas prices have risen
and the Pumping  Project is  considering  lowering  the discount to 90% of SCE's
rate or even less, if natural gas prices continue to rise.

            (iv)  San Diego Project.

The Trust acquired its interest in the San Diego Project on March 21, 1994, when
it made an investment of  approximately  $2.3 million to acquire an 80% interest
in the  Project.  The Trust  made  additional  capital  contributions,  totaling
approximately  $1.2  million,  to the  Project to fund  working  capital  and to
purchase  various leased  equipment.  On June 25, 1997 the Trust sold its entire
interest  in the San Diego  Project  to  subsidiaries  of NRG  Energy,  Inc.  of
Minneapolis,  Minnesota ("NRG").  The sale price was $6,200,000 in both cash and
notes. The notes were paid in full in 2003.

(3) Project Management and Operations.

The Managing  Shareholder has organized RPM to provide operating  management for
the Projects, and has assigned day-to-day management of the Monterey Project and
California Pumping Project to RPM. These services are charged to the Projects at
RPM's cost. See Item 10 - Directors and Executive Officers of the Registrant and
Item 13 - Certain  Relationships and Party Transactions for further  information
regarding  the  Operation  Agreement  and RPM and  for the  cost  reimbursements
received by RPM.

The  Monterey  Project's  revenue  from  its  Power  Contract  consists  of  two
components,  energy payments and capacity payments. Energy payments are based on
a facility's  net electric  output,  with payment rates (other than during the 5
year amendment)  usually indexed to the fuel costs of the purchasing  utility or
to general inflation indices. Capacity payments are based on either a facility's
net electric output or its available capacity.  Capacity payment rates vary over
the term of a Power Contract according to various schedules.

The Pumping Project sells its power to the farmers on whose land its engines are
situated under contracts  terminable at any time on 60 days' prior notice to the
Trust.  Although the Trust is at risk if many customers  concurrently  terminate
contracts,  as might  happen if an electric  utility or other  supplier  were to
offer substantially  discounted rates, the Trust believes that it is currently a
competitive  supplier and that  alternate  customers can be secured in the event
contracts are terminated.

The  major  costs of a  Project  while in  operation  will be debt  service  (if
applicable), fuel, taxes, maintenance and operating labor. The ability to reduce
operating  interruptions and to have a Project's  capacity available at times of
peak demand are critical to the profitability of a Project. Accordingly, skilled
management is a major factor in the Trust's business.

Electricity  produced  by a  Project  is  delivered  to  the  purchaser  through
transmission  lines that are built to interconnect  with the utility's  existing
power grid.  Steam  produced  by a Project is  conveyed  directly to the user by
pipeline  and the  energy  produced  by the  engines in the  Pumping  Project is
applied directly to pumps.

Generally,  revenues  from the  sales of  electric  energy  from a  cogeneration
facility will represent the most  significant  portion of the  facility's  total
revenue.  However,  to maintain its status as a QF under PURPA, it is imperative
that the Monterey Project continues to satisfy PURPA  cogeneration  requirements
as to the amount of thermal  products  generated.  See Item 1(c)(6) - Regulatory
Matters, for an explanation of these requirements. Therefore, since the Monterey
Project has only two customers  (the electric  energy  purchaser and the thermal
products  purchaser),  loss of either of these  customers  would have a material
adverse effect on the Monterey Project.

Customers that accounted for more than 10% of consolidated  revenue to the Trust
in each of last three fiscal years are:

                                         Calendar year
                                    2004         2003         2002

Pacific Gas & Electric Co.          84.9%        77.7%        69.0%



(4) Competition

There are a large number of  participants  in the  independent  power  industry.
Several  large  corporations  specialize in  developing,  building and operating
Independent  Power  Projects.  Equipment  manufacturers,  including  many of the
largest  corporations in the world,  provide equipment and planning services and
provide capital through finance affiliates.  In addition, there are many smaller
firms whose  businesses  are  conducted  primarily on a regional or local basis.
Many of these  companies  focus on  limited  segments  of the  cogeneration  and
independent  power  industry  and do not  provide a wide range of  products  and
services.   There  is  significant   competition  among  non-utility  producers,
subsidiaries  of utilities and utilities  themselves in developing and operating
energy-producing projects and in marketing the power produced by such projects.

The  Trust is unable to  accurately  estimate  the  number  of  competitors  but
believes that there are many competitors at all levels and in all sectors of the
industry.  Many of those  competitors,  especially  affiliates  of utilities and
equipment manufacturers, may be far better capitalized than the Trust.

Since  energy is an  undifferentiated  commodity,  competition  is based  almost
exclusively  on price and ability to deliver.  Given that the  Projects may have
higher cost  structures  that large nuclear or  fossil-fueled  facilities,  they
would  need  to  compete  on an  alternative  basis,  such  as  their  favorable
environmental profile.

Competition  to market  its energy  products  is  generally  not a factor in the
current  operations  of the Trust since the major  Projects in which it invested
have entered into long-term agreements to sell their output at specified prices.
However,  a particular  Project could be subject to future competition to market
its energy products if its Power Contract expires or is terminated  because of a
default or failure to pay by the  purchasing  utility or other  purchaser due to
bankruptcy or insolvency of the purchaser or because of the failure of a Project
to comply with the terms of the Power Contract;  regulatory  changes;  loss of a
cogeneration  facility's  status as a QF due to  failure to meet  minimum  steam
output requirements; or other reasons. It is impossible at this time to estimate
the level of marketing competition that the Trust would face in any such event.

(5) Regulatory Matters.

Projects are 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.

(i) Energy Regulation.

(A)  PURPA.  The  enactment  in 1978 of PURPA and the  adoption  of  regulations
     thereunder by FERC provided  incentives for the development of cogeneration
     facilities and small power production  facilities meeting certain criteria.
     QFs under  PURPA are  generally  exempt from the  provisions  of the Public
     Utility  Holding  Company Act of 1935,  as amended  (the  "Holding  Company
     Act"),  the Federal  Power Act, as amended (the "FPA"),  and,  except under
     certain limited circumstances,  from state laws regarding rate or financial
     regulation.  In order to be a QF, a cogeneration  facility must (a) produce
     not only  electricity  but also a certain  quantity of heat energy (such as
     steam) which is used for a purpose  other than power  generation,  (b) meet
     certain  energy  efficiency  standards when natural gas or oil is used as a
     fuel source and (c) not be controlled or more than 50% owned by an electric
     utility or electric  utility  holding  company.  Other types of Independent
     Power Projects, known as "small power production facilities," can be QFs if
     they meet regulations  respecting maximum size (in certain cases),  primary
     energy source and utility ownership.

     The exemptions  from  extensive  federal and state  regulation  afforded by
     PURPA to QFs are  important  to the  Trust and its  competitors.  The Trust
     believes  that each of its  Projects  is a QF.  If a  Project  loses its QF
     status,  the  utility  can  reclaim  payments  it made  for  the  Project's
     non-qualifying output to the extent those payments are in excess of current
     avoided  costs or the  Project's  Power  Contract can be  terminated by the
     electric utility.

(B)  The 1992 Energy Act. The Comprehensive Energy Policy Act of 1992 (the "1992
     Energy Act") empowered FERC to require electric utilities to make available
     their  transmission  facilities  to and wheel power for  Independent  Power
     Projects  under  certain  conditions  and created an exemption for electric
     utilities,  electric utility holding  companies and other independent power
     producers  from certain  restrictions  imposed by the Holding  Company Act.
     Although  the Trust  believes  that the  exemptive  provisions  of the 1992
     Energy Act will not materially and adversely  affect its business plan, the
     1992  Energy  Act  may  result  in  increased  competition  in the  sale of
     electricity.

(C)  The  Federal  Power  Act.  The  FPA  grants  FERC   exclusive   rate-making
     jurisdiction  over wholesale  sales of electricity in interstate  commerce.
     Again,  this will not  affect  the  Trust's  Projects  unless  they were to
     attempt sales to other customers.

(D)  State Regulation.  State public utility  regulatory  commissions have broad
     jurisdiction over Independent Power Projects which are not QFs under PURPA,
     and which are considered  public utilities in many states.  In states where
     the wholesale or retail electricity market remains regulated, Projects that
     are not QFs may be subject to state requirements to obtain  certificates of
     public  convenience  and  necessity  to construct a facility and could have
     their  organizational,  accounting,  financial and other corporate  matters
     regulated  on an ongoing  basis.  Although  FERC  generally  has  exclusive
     jurisdiction over the rates charged by a non-QF to its wholesale customers,
     state public utility  regulatory  commissions have the practical ability to
     influence the  establishment of such rates by asserting  jurisdiction  over
     the  purchasing  utility's  ability to pass through the  resulting  cost of
     purchased  power to its retail  customers.  In addition,  states may assert
     jurisdiction  over the siting and  construction of non-QFs and, among other
     things,  issuance of securities,  related party  transactions  and sale and
     transfer of assets.  The actual scope of jurisdiction over non-QFs by state
     public utility regulatory commissions varies from state to state.

(ii) Environmental Regulation.

The  construction  and operation of  Independent  Power  Projects are subject to
extensive  federal,  state  and  local  laws  and  regulations  adopted  for the
protection  of human health and the  environment  and to regulate  land use. The
laws and  regulations  applicable  to the Trust and Projects in which it invests
primarily  involve the  discharge  of  emissions  into the water and air and the
disposal  of  waste,  but can  also  include  wetlands  preservation  and  noise
regulation.  These  laws and  regulations  in many cases  require a lengthy  and
complex process of renewing licenses,  permits and approvals from federal, state
and local agencies.  Obtaining  necessary  approvals  regarding the discharge of
emissions  into the air is critical to the  development  of a Project and can be
time-consuming  and difficult.  Each Project requires  technology and facilities
that comply with federal,  state and local requirements,  which sometimes result
in extensive negotiations with regulatory agencies.  Meeting the requirements of
each  jurisdiction  with authority over a Project may require  modifications  to
existing Projects.

The  Trust's  Projects  must  comply  with  many  federal  and  state  laws  and
regulations  governing  wastewater and storm water discharges from the Projects.
These are  generally  enforced  by states  under  permits  for point  sources of
discharges and by storm water  permits.  Under the Clean Water Act, such permits
must be renewed  every five years and permit  limits can be reduced at that time
or under  re-opener  clauses at any time.  The  Projects  have not had  material
difficulty in complying with their permits or obtaining  renewals.  The Projects
use closed-loop engine cooling systems, which do not require large discharges of
coolant except for periodic  flushing to local sewer systems under permit and do
not make other material discharges to groundwater or streams.

The Trust's  Monterey  Project is subject to the reporting  requirements  of the
Emergency Planning and Community  Right-to-Know Act that require the Projects to
prepare  toxic  release  inventory  release  forms.  These  forms list all toxic
substances  on site that are used in excess of  threshold  levels so as to allow
governmental  agencies  and the  public  to learn  about the  presence  of those
substances and to assess potential hazards and hazard responses.  The Trust does
not anticipate that this will result in any material adverse effect on it.

The Managing Shareholder expects that environmental and land use regulations may
become more stringent.  The Trust and the Managing  Shareholder have developed a
certain expertise and experience in obtaining  necessary  licenses,  permits and
approvals,  but will nonetheless rely upon qualified  environmental  consultants
and  environmental  counsel retained by it to assist in evaluating the status of
Projects regarding such matters.

(iii) Potential Legislation and Regulation.

All federal, state and local laws and regulations,  including but not limited to
PURPA,  the Holding Company Act, the 1992 Energy Act and the FPA, are subject to
amendment or repeal.  Future legislation and regulation is uncertain,  and could
have material effects on the Trust.

(A)  Financial  Information  about  Foreign and Domestic  Operations  and Export
Sales.

The Trust has  invested in  Projects  located in  California  and has no foreign
operations.

(B) Employees.

The operating personnel of the Monterey and Pumping Projects are employed by RPM
and accordingly the Trust has no employees.  The persons described below at Item
10 - Directors  and  Executive  Officers of the  Registrant  serve as  executive
officers  of the Trust and have the  duties  and powers  usually  applicable  to
similar officers of a Delaware corporation in carrying out the Trust business.

Item 2.  Properties.

Pursuant  to the  Management  Agreement  between  the  Trust  and  the  Managing
Shareholder  (described at Item 10(c) - Directors and Executive  Officers of the
Registrant - Management Agreement),  the Managing Shareholder provides the Trust
with  office  space  at  the  Managing  Shareholder's  principal  office  at The
Ridgewood Commons, 947 Linwood Avenue, Ridgewood, New Jersey 07450.

The following table shows the material  properties  (relating to Projects) owned
or leased by the Trust's  subsidiaries or partnerships in which the Trust has an
equity  interest.  All of the Projects are  described in further  detail at Item
1(c)(2).

<PAGE>

<TABLE>
<CAPTION>

<S>         <C>          <C>        <C>        <C>            <C>             <C>
                                                              Square
                         Ownership  Ground     Approximate    Footage of       Description
                         Interests  Lease      Acreage        Project(Actual       of
Project     Location     in Land    Expiration of Land        or Projected)    Project

Monterey    Monterey,                                                          Gas-fired cogen
            CA           Leased      2020        2              10,000         eration facility


Pumping     Ventura Cy,  Leased      N/A        N/A               N/A          Natural gas
Project     CA            or                                                   engines powering
                         licensed                                              irrigation pumps

</TABLE>

Item 3.  Legal Proceedings.

         None.


Item 4. Submission of Matters to a Vote of Security Holders.

         None.

PART  II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters.

(a)  Market Information.

The Trust sold 235.3775  Investor Shares of beneficial  interest in the Trust in
its private placement  offering of Investor Shares,  which closed on January 31,
1994.  There is currently no established  public trading market for the Investor
Shares.  As of the date of this Form 10-K,  all such  Investor  Shares have been
issued and are  outstanding.  There are no  outstanding  options or  warrants to
purchase, or securities convertible into, Investor Shares.

Investor Shares are restricted as to transferability under the Declaration,  and
are  restricted  under  federal and state laws  regulating  securities  when the
Investor  Shares are held by persons in a control  relationship  with the Trust.
Investors   wishing  to  transfer  Investor  Shares  should  also  consider  the
applicability  of state  securities  laws. The Investor Shares have not been and
are not expected to be registered  under the  Securities Act of 1933, as amended
(the "1933 Act"),  or under any other  similar law of any state in reliance upon
what the Trust  believes to be  exemptions  from the  registration  requirements
contained  therein.  Because the Investor Shares have not been registered,  they
are "restricted securities" as defined in Rule 144 under the 1933 Act.

(b)  Holders

As of the date of this Form  10-K,  there are 541  record  holders  of  Investor
Shares.

(c)  Dividends

The Trust made  distributions  as follows for the years ended  December 31, 2004
and 2003:

                                            Year Ended       Year ended
                                           December 31,     December 31,
                                               2004            2003

Total distributions to Investors            $1,412,268      $1,412,268
Distributions per Investor Share                $6,000         $ 6,000
Distributions to Managing Shareholder          $14,265        $ 14,265

The Trust's decision whether to make future distributions to Investors and their
timing will depend on,  among other  things,  the net cash flow of the Trust and
retention  of  reasonable  reserves  as  determined  by the  Trust to cover  its
anticipated expenses. See Item 7 Management's Discussion and Analysis.

Occasionally,  distributions  may include funds derived from the release of cash
from  operating  or  restricted  cash.  Further,   the  Declaration   authorizes
distributions  to be made from  cash  flows  rather  than  income,  or from cash
reserves  in some  instances.  Investors  should  be  aware  that  the  Trust is
organized to return net cash flow rather that accounting income to Investors.

Item 6.  Selected Financial Data.

The  following  data is qualified in its  entirety by the  financial  statements
presented  elsewhere  in this Annual  Report on Form 10-K.  As described in such
financial statements, financial information for the year 2000 have been restated
to reflect  the  application  of new  accounting  principles  as a result of the
Trust's election to terminate its status as a business development company.

Selected Financial Data
                                 As of and for the year ended December 31,
                             2004        2003       2002       2001       2000

Total Fund Information:
Revenue                 $2,514,798  $2,706,744 $3,075,114 $2,374,396  3,530,580
Net income (loss)          166,582     272,710    255,529 (1,088,887)   218,437
Net assets
(shareholders'
  equity)                4,813,341   6,073,292  7,227,155  7,803,731  8,892,618
Investments in
 Plant and
 Equipment (net
 of depreciation)        1,371,270   1,570,880  1,798,352  2,003,302  2,221,614
Investment
 in Power
 Contract(net
 of amortization)        1,819,200   1,940,480  2,061,760  2,183,040  2,304,320
Total assets             5,017,021   6,307,760  7,561,005  8,216,155  9,595,529
Long-term
 Obligations                    --          --         --         --         --
Per Share:
Revenue                     10,684      11,500     13,065     10,087     15,000
Net income(loss)               708       1,159      1,086     (4,626)       928
Net asset value             20,449      25,802     30,704     33,154     38,163
Distributions
 to Investors                6,000       6,000      3,500         --      3,003


Item 7. Management's  Discussion and Analysis of Financial Condition and Results
of Operations.

Introduction

The following  discussion and analysis  should be read in  conjunction  with the
Trust's  financial  statements  and the notes thereto  presented  below.  Dollar
amounts in this discussion are generally rounded to the nearest $1,000.

Outlook

The  Monterey  Project  is a QF as  defined  by PURPA  and  currently  sells its
electric output to PG&E under a Power Contract expiring in 2020. During the term
of the Power  Contract,  the utility may or may not attempt to buy out the Power
Contract prior to  expiration.  At the end of the Power  Contract,  the Monterey
Project will become a merchant plant and may be able to sell the electric output
at then current  market  prices.  There can be no assurance  that future  market
prices will be sufficient to allow the Monterey Project to operate profitably.

Although there have been and continues to be significant changes in the electric
industry  including,  but not limited to, the  increased  attention to renewable
generation,  re-regulation of electric utilities,  an increase in utility merger
activity and the  development of regional  transmission  organizations,  most of
those  changes do not  significantly  impact upon the  Monterey  Project,  which
currently has a long-term Power Contract with PG&E. Although market changes that
either  strengthen or weaken PG&E will affect the Monterey Project over the long
term as such changes may impact PG&E's ability to pay under such Power Contract.
Moreover,  how such changes impact the price of natural gas or electricity  will
affect the Monterey Project when it begins  operations  under SRAC,  rather than
under its Amendment.

The Pumping Project owns  irrigation  well pumps in Ventura County,  California,
which supply water to farmers. The demand for water pumped by the project varies
inversely with rainfall in the area.

Significant Accounting Policies

The Trust's plant and equipment is recorded at cost and is depreciated  over its
estimated  useful  life.  The  estimate  useful  lives of the Trust's  plant and
equipment  range from 3 to 20 years.  A  significant  decrease in the  estimated
useful life of a material  amount of plant and  equipment  could have a material
adverse  impact on the  Trust's  operating  results  in the  period in which the
estimate is revised and subsequent  periods.  The Trust evaluates the impairment
of its long-lived  assets (including power sales contracts) based on projections
of undiscounted cash flows whenever events or changes in circumstances  indicate
that the carrying  amounts of such assets may not be  recoverable.  Estimates of
future cash flows used to test the recoverability of specific  long-lived assets
are based on expected  cash flows from the use and eventual  disposition  of the
assets.  A significant  reduction in actual cash flows and estimated  cash flows
may  have a  material  adverse  impact  on the  Trust's  operating  results  and
financial condition.

Power  generation  revenue is  recorded in the month of  delivery,  based on the
estimated  volumes  sold to  customers  at rates  stipulated  in the power sales
contract.  Adjustments  are made to reflect  actual  volumes  delivered when the
actual information  subsequently  becomes  available.  Billings to customers for
power  generation  generally occurs during the month following  delivery.  Final
billings do not vary significantly from estimates.

The Trust has forward  contracts for the purchase and resale of natural gas with
one supplier. These forward contracts have not been designated as hedges and are
recorded at fair value on the  balance  sheet in  accordance  with SFAS No. 133,
Accounting for Derivative  Instruments and Hedging  Activities,  with changes in
fair value recorded in the consolidated statement of operations.

Results of Operations

The year ended December 31, 2004 compared to the year ended December 31, 2003.

Power  generation  revenue  decreased  $192,000,  or 7%, to  $2,515,000  in 2004
compared to $2,707,000 in 2003. The decrease is primarily due to the decrease in
the California Pumping project's customer base,  stemming from the result of the
change in current market conditions.  Power generation revenue from the Monterey
project was consistent with the prior year.

Gross  profit,  which  represents  total  revenue  reduced  by cost of  revenue,
increased by $90,000 to $119,000 in 2004.  The increase is primarily  the result
of the reduction in the Monterey  project's  operating expenses partially offset
by the increase in fuel costs experienced by the California Pumping projects.

General and  administrative  expenses of $144,000 were consistent with the prior
year.


The management  fee paid to the Managing  Shareholder  decreased by $17,000,  or
16%,  to $91,000 in 2004 from  $108,000  reflecting  the lower net assets of the
Trust on which the management fee is computed.

Loss from operations  decreased  $120,000,  to $117,000 in 2004 from $237,000 in
2003, primarily due to the increase in gross profit from the Monterey project.

Other income (expense), decreased by $227,000, to $283,000 in 2004 from $510,000
in 2003.  The  decrease  is  primarily  due to  changes in the fair value of the
Trust's gas contracts which resulted in the recognition of an unrealized gain of
$278,000,  in the current  year,  compared  to $488,000 in 2003,  as a result of
reflecting the fair value of its gas purchase contracts.

Net income  decreased  $106,000,  to $167,000 in 2004 from $273,000 in 2003. The
decrease  in net  income  is a result of the  decrease  in the  unrealized  gain
recognized  on gas  contracts  partially  offset by the increase in gross profit
from the Monterey project.

The year ended  December 31, 2003 compared to the year ended  December 31, 2002.
Power  generation  revenue  decreased  $368,000,  or 12%, to  $2,707,000 in 2003
compared to  $3,075,000  in 2002.  The decrease is  primarily  due to the higher
precipitation  experienced in Southern California,  thus reducing the California
Pumping  project's  operations,  in addition to the reduced rates charged to its
customers as a result in the change in current market conditions in California.

Gross  profit,  which  represents  total  revenues  reduced by cost of  revenue,
decreased  by $115,000  to a gross  profit of $29,000 in 2003.  The  decrease is
primarily the result of the lower revenues and corresponding decrease in cost of
sales from the California Pumping projects.

General and administrative  expenses decreased $119,000,  or 43%, to $157,000 in
2003  from  $276,000  in 2002.  The  decrease  is  partially  attributed  to the
professional fees incurred in the sale of B-3 and PILP projects in 2002.

In 2002,  the Trust  recovered  $157,000  relating to PG&E  revenues  from prior
years,  which  had been  treated  as  uncollectible  due to  PG&E's  filing  for
bankruptcy protection.

The management fee paid to the Managing Shareholder  decreased by $9,000, or 8%,
to $108,000 in 2003 from $117,000  reflecting  the lower net assets of the Trust
on which the management fee is computed.

Loss from  operations  increased  $145,000,  to $237,000 in 2003 from $92,000 in
2002,  primarily due to the decrease in gross profit from the California Pumping
projects.

Other income,  net, increased by $162,000,  to $510,000 in 2003 from $348,000 in
2002. The increase is primarily due to the Trust recording an unrealized gain of
$488,000,  in the current year,  for the increase in the market price of natural
gas,  partially  offset by the  $190,000 of cash  received in 2002 from the 1999
settlement of the Waukesha-Pierce  litigation, as well as the $104,000 of equity
income received from the B-3 project, which was sold in 2002.

Net income  increased  $17,000,to  $273,000 in 2003 from  $256,000 in 2002.  The
increase in income is a result of the unrealized gain on gas purchase  contracts
partially  offset by the  decrease in gross profit from the  California  Pumping
projects in addition to the $190,000 of other  income  received in 2002 from the
Waukesha-Pierce  litigation and the $104,000 of equity income  received from the
B-3 project.

Liquidity and Capital Resources

In 2004 and  2003,  the  Trust's  operating  activities  provided  $221,000  and
$618,000  of cash,  respectively.  The  decrease in cash flow is  primarily  the
result of the  return of the  Trust's  certificate  of  deposit  in 2003,  which
secured certain standby letters of credit.

Cash  generated  from  investing  activities  in 2004 was  $417,000  compared to
$678,000  in 2003.  The  decrease  is due to the  maturity of one of the Trust's
notes receivable in 2003.

Cash  used by  financing  activities  was  $1,427,000  for  2004 and  2003.  The
disbursements represent distributions to shareholders.

On June  26,  2003,  the  Managing  Shareholder  of the  Trust,  entered  into a
$5,000,0000 Revolving Credit and Security Agreement with Wachovia Bank, National
Association.  The agreement allows the Managing  Shareholder to obtain loans and
letters of credit for the  benefit of the trusts and funds that it  manages.  As
part of the  agreement,  the Trust agreed to limitations on its ability to incur
indebtedness,  liens and provide guarantees.  On February 20, 2004, the Managing
Shareholder  and Wachovia  Bank amended the agreement  increasing  the amount to
$6,000,000. Subsequently, the agreement has been extended to September 30, 2005.

In August 2003, the Trust issued through its bank a standby letter of credit, in
the amount of $504,000 to secure the gas purchases for the Monterey project. The
Trust used the  Managing  Shareholder's  credit  facility to  collateralize  the
letters  of  credit.  In August of 2004,  the  supplier  of  natural  gas to the
Monterey project agreed to reduce the standby letter of credit to $230,000.

Obligations of the Trust are generally  limited to payment of management fees to
the Managing Shareholder and payments for certain administrative, accounting and
legal  services  to third  persons.  Accordingly,  the  Trust  has not  found it
necessary to retain a material amount of working capital.

The  Monterey  Project has  certain  long-term  obligations  relating to its Gas
Agreement with Coral (See Note 6 of the Consolidated  Financial  Statements) and
its Power  Contract with PG&E.  The Monterey  Project has a long-term  operating
ground lease which  expires in May 2021.  These  long-term  obligations  are not
guaranteed by the Trust. The Trust and its  subsidiaries  anticipate that during
2005  their  cash  flow  from  operations  will  be  sufficient  to  meet  their
obligations.

Off-Balance Sheet Arrangements

None.

Contractual Obligations in Tabular Form

<TABLE>
<CAPTION>

<S>                    <C>                       <C>                        <C>                   <C>

Year Ended
December 31,              Ground Lease                Gas Purchase              Gas Resale                 Total
2005                       $ 299,896                  $ 1,365,903             $ (131,355)              $ 1,534,444
2006                         299,896                      910,602                (95,418)                1,115,080
2007                         299,896                           --                     --                   299,896
2008                         299,896                           --                     --                   299,896
2009                         299,896                           --                     --                   299,896
Thereafter                 3,398,821                           --                     --                  3,398,82
                       ---------------------     ----------------------     ------------------    ----------------------
Total                    $ 4,898,301                   $ 2,276,505            $ (226,773)              $ 6,948,033
                       =====================     ======================     ==================    ======================

</TABLE>

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

  Qualitative Information About Market Risk

The Trust's investments in financial  instruments are short-term  investments of
working capital or excess cash. Those short-term  investments are limited by its
Declaration  of Trust to  investments  in United  States  government  and agency
securities  or to  obligations  of banks  having at least $5  billion in assets.
Because the Trust invests only in short-term  instruments  for cash  management,
its exposure to interest rate changes is low. The Trust has limited  exposure to
trade accounts  receivable and believes that their carrying amounts  approximate
fair value.

The Trust's primary market risk exposure is limited interest rate risk caused by
fluctuations  in short-term  interest  rates.  The Trust does not anticipate any
changes in its primary  market risk exposure or how it intends to manage it. The
Trust does not trade in market risk sensitive instruments.

Quantitative Information About Market Risk

This table provides information about the Trust's financial instruments that are
defined by the  Securities  and  Exchange  Commission  as market risk  sensitive
instruments. These include only short-term U.S. government and agency securities
and bank  obligations.  The table  includes  principal  cash  flows and  related
weighted average interest rates by contractual maturity dates.

                        December 31, 2004
                       Expected Maturity Date
                            2005
                           (U.S. $)

Bank Deposits and Certificates of Deposit     $430,000
Average interest rate                            1.04%

Item 8.  Financial Statements and Supplementary Data.

A. Index to Consolidated Financial Statements

Index to Consolidated Financial Statements

Report of Independent Accountants                      F-2
Report of Independent Accountants                      F-3
Consolidated Balance Sheets at December 31,
  2004 and 2003                                        F-4
Consolidated Statements of Operations for the
  three years ended December 31, 2004                  F-5
Consolidated Statements of Changes in Shareholders'
  Equity (Deficit) for the three years ended
  December 31, 2004                                    F-6
Consolidated Statements of Cash Flows for the three
  years ended December 31, 2004                        F-7
Notes to Consolidated Financial Statements             F-8 to F-16


                        Ridgewood Electric Power Trust II

                        Consolidated Financial Statements

                        December 31, 2004, 2003 and 2002
<page>
             Report of Independent Registered Public Accounting Firm


Managing Shareholder and Shareholders
Ridgewood Electric Power Trust II


We have  audited  the  accompanying  consolidated  balance  sheets of  Ridgewood
Electric  Power Trust II (the  "Trust") as of December 31, 2004 and 2003 and the
related consolidated  statements of operations,  changes in shareholders' equity
(deficit) and cash flows for the years then ended. 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. The consolidated  financial statements of Ridgewood Electric Power Trust
II as of  December  31,  2002 and for the year then ended were  audited by other
auditors whose report,  dated April 3, 2003, expressed an unqualified opinion on
those statements.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting  Oversight  Board in the United  States of America.  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.
An audit includes  examining,  on a test basis,  evidence supporting the amounts
and disclosures in the consolidated financial statements. An audit also includes
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.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
Ridgewood  Electric  Power  Trust II as of December  31, 2004 and 2003,  and the
consolidated  results  of its  operations  and its cash flows for the years then
ended in conformity with accounting  principles generally accepted in the United
States of America.









/s/ Perelson Weiner, LLP

New York, New York
March 31, 2005, except for Note 11,
the date of which is June 14, 2005





<page>

                        Report of Independent Accountants


To the Shareholders of Ridgewood Electric Power Trust II:

In our opinion, the accompanying consolidated statements of operations,  changes
in  shareholders'  equity and cash flows for the year ended  December  31,  2002
present  fairly,  in all material  respects the results of  operations  and cash
flows of Ridgewood  Electric Power Trust II and its  subsidiaries  (the "Trust")
for the year ended December 31, 2002, in conformity with  accounting  principles
generally accepted in the United States of America.  These financial  statements
are the  responsibility  of the Trust's  management;  our  responsibility  is to
express  an  opinion  on  these  financial  statements  based on our  audit.  We
conducted our audit of these  statements in accordance  with auditing  standards
generally  accepted in the United States of America,  which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  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, and evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.



/s/ PricewaterhouseCoopers LLP
Florham Park, NJ
April 3, 2003





<page>
Ridgewood Electric Power Trust II
Consolidated Balance Sheets
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                              December 31,
                                                                      --------------------------
                                                                         2004            2003
                                                                      -----------    -----------

                                                                   <c>            <c>
Assets:
Cash and cash equivalents .........................................   $   429,790    $ 1,218,009
Trade receivables .................................................       215,645        224,497
Due from affiliates ...............................................          --           16,628
Current portion of notes receivable from transfer of investment in
  Limited Partnership interests under contractual agreements ......       363,240        444,555
Current portion of unrealized gain on gas purchase contract .......       506,868        217,583
Other current assets ..............................................        52,462         41,569
                                                                      -----------    -----------
       Total current assets .......................................     1,568,005      2,162,841

Plant and equipment ...............................................     3,468,542      3,441,432
Accumulated depreciation ..........................................    (2,097,272)    (1,870,552)
                                                                      -----------    -----------
                                                                        1,371,270      1,570,880
                                                                      -----------    -----------

Electric power sales contract .....................................     3,032,000      3,032,000
Accumulated amortization ..........................................    (1,212,800)    (1,091,520)
                                                                      -----------    -----------
                                                                        1,819,200      1,940,480
                                                                      -----------    -----------

Non-current portion of notes receivable from transfer of investment
   in Limited Partnership interests under contractual agreements ..          --          363,240
Non-current portion of unrealized gain on gas purchase contract ...       258,546        270,319
                                                                      -----------    -----------

        Total assets ..............................................   $ 5,017,021    $ 6,307,760
                                                                      -----------    -----------

Liabilities and Shareholders' Equity (Deficit):
Liabilities:
Accounts payable and accrued expenses .............................   $    11,186    $     2,371
Accrued fuel expense ..............................................        71,606         81,679
Accrued professional fees .........................................        59,189         66,561
Due to affiliates .................................................        61,699         83,857
                                                                      -----------    -----------
         Total current liabilities ................................       203,680        234,468

Commitments and contingencies

Shareholders' Equity (Deficit):
Shareholder' equity (235.3775 investor shares issued
  and outstanding) ................................................     4,966,451      6,213,803
Managing shareholde's accumulated deficit (1 management
  share issued and outstanding) ...................................      (153,110)      (140,511)
                                                                      -----------    -----------
         Total shareholders' equity (deficit) .....................     4,813,341      6,073,292
                                                                      -----------    -----------

         Total liabilities and shareholders' equity (deficit) .....   $ 5,017,021    $ 6,307,760
                                                                      -----------    -----------
</TABLE>

        See accompanying notes to the consolidated financial statements.

<page>


Ridgewood Electric Power Trust II
Consolidated Statements of Operations
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                        Year Ended December 31,
                                              -----------------------------------------
                                                  2004           2003           2002
                                              -----------    -----------    -----------


                                           <c>            <c>            <c>
Power generation revenue ..................   $ 2,514,798    $ 2,706,744    $ 3,075,114

Cost of revenue ...........................     2,396,095      2,677,817      2,931,122
                                              -----------    -----------    -----------

Gross profit ..............................       118,703         28,927        143,992
                                              -----------    -----------    -----------

Operating expenses:
General and administrative ................       144,197        157,404        276,306
Bad debt recoveries .......................          --             --         (156,938)
Management fee to managing shareholder ....        91,099        108,407        117,058
                                              -----------    -----------    -----------
               Total operating expenses ...       235,296        265,811        236,426
                                              -----------    -----------    -----------

Loss from operations ......................      (116,593)      (236,884)       (92,434)
                                              -----------    -----------    -----------

Other income (expense):
Interest income ...........................         5,663         21,692         56,641
Interest expense ..........................          --             --           (3,506)
Unrealized gain on gas purchase contract ..       277,512        487,902           --
Equity income from B-3 Limited Partnership.          --             --          104,497
Other income ..............................          --             --          190,331
                                              -----------    -----------    -----------
               Total other income (expense)       283,175        509,594        347,963
                                              -----------    -----------    -----------

Net income ................................   $   166,582    $   272,710    $   255,529
                                              -----------    -----------    -----------
</TABLE>
        See accompanying notes to the consolidated financial statements.

<page>
Ridgewood Electric Power Trust II
Consolidated Statements of Changes in Shareholders' Equity (Deficit)
-------------------------------------------------------------------------------



                                 Shareholders      Managing         Total
                                                 Shareholder    Shareholders'
                                                               Equity (Deficit)
                                 -------------  -------------   --------------
Shareholders' equity (deficit),   $ 7,926,938    $  (123,207)   $ 7,803,731
   January 1, 2002

Cash distributions ............      (823,824)        (8,321)      (832,145)

Net income for the year .......       252,974          2,555        255,529
                                  -------------  -------------   -------------

Shareholder' equity (deficit),      7,356,088       (128,973)     7,227,115
  December 31, 2002

Cash distributions ............    (1,412,268)       (14,265)    (1,426,533)

Net income for the year .......       269,983          2,727        272,710
                                  -------------  -------------   -------------

Shareholders' equity (deficit),     6,213,803       (140,511)     6,073,292
  December 31, 2003

Cash distributions ............    (1,412,268)       (14,265)    (1,426,533)

Net income for the year .......       164,916          1,666        166,582
                                  -------------  -------------   -------------

Shareholders' equity (deficit),   $ 4,966,451    $  (153,110)   $ 4,813,341
  December 31, 2004
                                  -------------  -------------   -------------

        See accompanying notes to the consolidated financial statements.


<page>

Ridgewood Electric Power Trust II
Consolidated Statements of Cash Flows
-------------------------------------------------------------------------------
<TABLE>


                                                                      Year Ended December 31,
                                                             -----------------------------------------

                                                                 2004          2003            2002
                                                             -----------    -----------    -----------

                                                          <c>            <c>            <c>
Cash flows from operating activities:
        Net income .......................................   $   166,582    $   272,710    $   255,529
                                                             -----------    -----------    -----------

        Adjustments to reconcile net income to net cash
           provided by operating activities:
        Depreciation and amortization ....................       348,000        348,752        348,662
        Equity income from B-3 Limited Partnership .......          --             --         (104,497)
        Unrealized gain on gas purchase contract .........      (277,512)      (487,902)          --
            Changes in assets and liabilities:
        Decrease (increase) in restricted cash ...........          --          550,000       (347,430)
        Decrease in trade receivables ....................         8,852         30,585         12,788
        (Increase) decrease in other current assets ......       (10,893)         5,582        (11,242)
        Increase (decrease) in accounts payable and
         accrued expenses ................................         8,815       (153,665)       148,702
        (Decrease) increase in accrued fuel expense ......       (10,073)         9,846        (95,566)
        (Decrease) increase in accrued professional fees .        (7,372)         8,423          2,662
        (Decrease) increase in due to/from affiliates, net        (5,530)        33,858       (128,644)
                                                             -----------    -----------    -----------
            Total adjustments ............................        54,287        345,479       (174,565)
                                                             -----------    -----------    -----------
            Net cash provided by operating activities ....       220,869        618,189         80,964
                                                             -----------    -----------    -----------

Cash flows from investing activities:
        Distributions from B-3 Limited Partnership .......          --             --          200,000
        Cash received from transfer of investments, net ..          --             --        1,224,097
        Proceeds from notes receivable ...................       444,555        677,528        522,938
        Capital expenditures .............................       (27,110)          --          (22,432)
                                                             -----------    -----------    -----------
            Net cash provided by investing activities ....       417,445        677,528      1,924,603
                                                             -----------    -----------    -----------

Cash flows from financing activities:
         Cash distributions to shareholders ..............    (1,426,533)    (1,426,533)      (832,145)
                                                             -----------    -----------    -----------
            Net cash used in financing activities ........    (1,426,533)    (1,426,533)      (832,145)
                                                             -----------    -----------    -----------

Net (decrease) increase in cash and cash equivalents .....      (788,219)      (130,816)     1,173,422
Cash and cash equivalents, beginning of year .............     1,218,009      1,348,825        175,403
                                                             -----------    -----------    -----------
Cash and cash equivalents, end of year ...................   $   429,790    $ 1,218,009    $ 1,348,825
                                                             -----------    -----------    -----------
</TABLE>

        See accompanying notes to the consolidated financial statements.

<page>
Ridgewood Electric Power Trust II
Notes to the Consolidated Financial Statements
--------------------------------------------------------------------------------

1.   Description of Business

Ridgewood  Electric  Power  Trust II (the  "Trust")  was  formed  as a  Delaware
business  trust on November 20, 1992.  The managing  shareholder of the Trust is
Ridgewood Renewable Power LLC (formerly Ridgewood Power Corporation).  The Trust
began offering shares on January 4, 1993 and discontinued its offering of shares
on January 31, 1994.

The Trust was organized to invest in independent power generation facilities and
in the  development of these  facilities.  These  independent  power  generation
facilities include cogeneration facilities which produce electricity and thermal
energy and other power plants that use various fuel  sources  (except  nuclear).
The  power  plants  sell  electricity  and,  in some  cases,  thermal  energy to
utilities and industrial users under long-term contracts.

Christiana  Bank & Trust Company,  a Delaware  trust  company,  is the Corporate
Trustee of the Trust.  The  Corporate  Trustee acts on the  instructions  of the
Managing  Shareholder  and is not authorized to take  independent  discretionary
action on behalf of the Trust.

Effective  April 29,  1993,  the Trust  elected  to be  treated  as a  "business
development company" ("BDC") under the Investment Company Act of 1940 ("the 1940
Act") and registered its shares under the Securities Exchange Act of 1934.

In November 2001,  through a proxy  solicitation  the Trust  requested  investor
consent to end the BDC status.  On January 7, 2002,  the consents were tabulated
and more than two-thirds of the investor shares  consented to the elimination of
the BDC status. Accordingly,  the Trust is no longer an investment company under
the 1940 Act.

The Trust shall continue to exist until January 4, 2033 unless terminated sooner
by certain provisions of the Trusts Declaration.

2.   Summary of Significant Accounting Policies

Principles of Consolidation
The consolidated  financial statements include the accounts of the Trust and its
wholly-owned  subsidiaries.  All material  intercompany  transactions  have been
eliminated.

The Trust uses the equity method of accounting for its investments in affiliates
which are 50% or less owned if the Trust has the ability to exercise significant
influence  over the operating and financial  policies of the affiliates but does
not control the  affiliate.  Accordingly,  the  Trust's  share of the  operating
results of affiliates are included in the Consolidated Statements of Operations.

Use of Estimates
The  preparation  of  consolidated   financial  statements  in  accordance  with
accounting  principles  generally  accepted  in the  United  States  of  America
requires  the Trust to make  estimates  and  judgments  that affect the reported
amounts of assets,  liabilities,  sales and expenses,  and related disclosure of
contingent assets and liabilities. On an on-going basis, the Trust evaluates its
estimates,  including  provision for bad debts,  carrying value of  investments,
amortization  and  depreciation  of plant and equipment and electric power sales
contract, and 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.

New Accounting Standards and Disclosures

SFAS 143
In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS 143,
Accounting for Asset Retirement  Obligations,  on the accounting for obligations
associated  with the  retirement  of  long-lived  assets.  SFAS 143  requires  a
liability  to  be  recognized  in  the  consolidated  financial  statements  for
retirement  obligations  meeting specific  criteria.  Measurement of the initial
obligation is to approximate fair value,  with an equivalent  amount recorded as
an increase in the value of the capitalized asset. The asset will be depreciated
in  accordance  with  normal  depreciation  policy  and  the  liability  will be
increased  for the time value of money,  with a charge to the income  statement,
until  the  obligation  is  settled.  SFAS 143 is  effective  for  fiscal  years
beginning  after June 15, 2002. The Trust adopted SFAS 143 effective  January 1,
2003, with no material impact on the consolidated financial statements.

SFAS 145
In April 2002,  the FASB  issued SFAS  No. 145,  Rescission  of FASB  Statements
No. 4,  44,  and  64,  Amendment  of  FASB  Statement   No. 13,   and  Technical
Corrections.  SFAS No. 145  eliminates  extraordinary  accounting  treatment for
reporting  gain or  loss  on debt  extinguishment,  and  amends  other  existing
authoritative  pronouncements  to make various  technical  corrections,  clarify
meanings,  or describe their applicability  under changed conditions.  The Trust
adopted  SFAS 145  effective  January 1, 2003,  with no  material  impact on the
consolidated financial statements.

SFAS 146
In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with
Exit or Disposal  Activities.  SFAS No. 146 requires  recording costs associated
with exit or disposal  activities at their fair values when a liability has been
incurred. The Trust adopted SFAS 146 effective January 1, 2003, with no material
impact on the consolidated financial statements.

FIN 46
In December 2003, the FASB issued FASB  Interpretation No. 46, (Revised December
2003)  Consolidation of Variable  Interest Entities ("FIN 46") which changes the
criteria  by which one  company  includes  another  entity  in its  consolidated
financial  statements.  FIN  46  requires  a  variable  interest  entity  to  be
consolidated  by a company if that  company is subject to a majority of the risk
of loss from the variable interest entity's  activities or entitled to receive a
majority  of  the  entity's   residual   returns  or  both.  The   consolidation
requirements of FIN 46 apply  immediately to variable  interest entities created
after December 31, 2003, and apply in the first fiscal period ending after March
15, 2004, for variable  interest  entities created prior to January 1, 2004. The
Trust adopted the disclosure  provisions of FIN 46 effective  December 31, 2002,
with no material  impact to the  consolidated  financial  statements.  The Trust
implemented  the full  provisions  of FIN 46  effective  January 1, 2004 with no
material impact to the consolidated financial statements.

SFAS 149
In April  2003,  the FASB issued SFAS No. 149,  Amendment  of  Statement  133 on
Derivative Instruments and Hedging Activities. SFAS No. 149 amends and clarifies
the  accounting  for  derivative   instruments,   including  certain  derivative
instruments  embedded in other contracts,  and for hedging activities under SFAS
No. 133, Accounting for Derivative Instruments and Hedging Activities.  SFAS No.
149 is generally effective for contracts entered into or modified after June 30,
2003 and for hedging  relationships  designated  after June 30, 2003.  The Trust
adopted  SFAS  149  effective  July 1,  2003  with  no  material  impact  to the
consolidated financial statements.

SFAS 150
In May 2003,  the FASB issued SFAS  No. 150,  Accounting  for Certain  Financial
Instruments with  Characteristics  of both Liabilities and Equity.  SFAS No. 150
establishes   standards  for   classifying  and  measuring   certain   financial
instruments  with  characteristics  of both  liabilities  and equity.  The Trust
adopted  SFAS  150  effective  July 1,  2003,  with no  material  impact  on the
consolidated financial statements.

Cash and Cash Equivalents
The Trust  considers  all highly  liquid  investments  with  maturities of three
months or less when purchased,  to be cash and cash  equivalents.  Cash and cash
equivalents  consist of commercial  paper and funds  deposited in bank accounts.
Cash  balances  with banks as of December 31,  2004,  exceed  insured  limits by
approximately $322,000.

Trade Receivables
Trade  receivables  are recorded at invoice price and do not bear  interest.  No
allowance  for bad debt expense was  provided  based upon  historical  write-off
experience,  evaluation of customer  credit  condition and the general  economic
status of the customer.

Impairment of Long-Lived Assets and Intangibles
The  Trust  evaluates  long-lived  assets,  such  as  plant  and  equipment  and
specifically identifiable  intangibles,  when events or changes in circumstances
indicate  that the  carrying  value of such assets may not be  recoverable.  The
determination  of whether an  impairment  has occurred is made by comparing  the
carrying value of an asset to the estimated undiscounted cash flows attributable
to that asset. If an impairment has occurred,  the impairment loss recognized is
the amount by which the carrying  value exceeds the estimated  fair value of the
asset.

Plant and Equipment
Plant and equipment,  consisting principally of electrical generating equipment,
is stated at cost. Major renewals and betterments that increase the useful lives
of the assets are capitalized. Repair and maintenance expenditures that increase
the efficiency of the assets are expensed as incurred.

Depreciation is recorded using the straight-line method over the useful lives of
the  assets,  which are 3 to 20 years  with a  weighted  average  of 15 years at
December  31, 2004 and 2003.  During  2004,  2003 and 2002,  the Trust  recorded
depreciation expense of $226,720, $227,472 and $227,382, respectively.

Electric Power Sales Contract
A portion of the purchase price of the one of the Trust's  projects was assigned
to the electric power sales contract and is being amortized over the life of the
contract of 25 years on a straight-line  basis.  During 2004, 2003 and 2002, the
Trust recorded amortization expense of $121,280.

Revenue Recognition
Power  generation  revenue is  recorded in the month of  delivery,  based on the
estimated  volumes  sold to  customers  at rates  stipulated  in the power sales
contract.  Adjustments  are made to reflect  actual  volumes  delivered when the
actual information  subsequently  becomes  available.  Billings to customers for
power  generation  generally occurs during the month following  delivery.  Final
billings do not vary significantly from estimates.

Forward Gas Contracts
The Trust has forward  contracts for the purchase and resale of natural gas with
one supplier. These forward contracts have not been designated as hedges and are
recorded at fair value on the  balance  sheet in  accordance  with SFAS No. 133,
Accounting for Derivative  Instruments and Hedging  Activities,  with changes in
fair value recorded in the consolidated statement of operations.

Supplemental Cash Flow Information
No interest was paid during the years ended  December  31, 2004 and 2003.  Total
interest paid during the year ended December 31, 2002 was $3,506.

Significant Customer and Supplier
During  2004,  2003 and 2002,  the  Trust's  largest  customer,  Pacific Gas and
Electric Company ("PG&E"),  accounted for 84.9%, 77.7% and 69.0%,  respectively,
of total revenue.  During 2004,  2003 and 2002, the Trust  purchased 100% of the
Monterey Projects' gas supply from one supplier.

Income Taxes
No provision is made for income taxes in the accompanying 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.

Reclassification
Certain items in previously issued consolidated  financial  statements have been
reclassified for comparative purposes. This had no effect on net income.

3.   Projects

Sunnyside Cogeneration Partners, L.P.
(a wholly-owned subsidiary, known as the Monterey Project)
On  January  9,  1995,  the  Trust  acquired  100% of the  existing  partnership
interests of Sunnyside  Cogeneration  Partners,  L.P., which owns and operates a
5.5  megawatt  electric  cogeneration  facility,  located  in  Monterey  County,
California.  The aggregate purchase price was $5,198,058  including  transaction
costs. Electricity is sold to PG&E under a long term contract expiring in 2020.

The acquisition of the Monterey  Project was accounted for as a purchase and the
results of operations of the Monterey  Project have been included in the Trust's
consolidated financial statements since the acquisition date. The purchase price
was allocated to the net assets acquired, based on their respective fair values.
Of the purchase  price,  $3,032,000  was  allocated to the electric  power sales
contract and is being amortized over the life of the contract of 25 years.

In August 2001,  PG&E and the Monterey  Project entered into an amendment to the
electric power sales contract for a term of five years,  which would effectively
replace,  for such 5 year term, the variable  formula for determining the energy
price with a fixed energy price.

On December 31, 1998 the Trust, through subsidiaries, filed a legal complaint in
the Superior  Court of California for Monterey  County against  Waukesha-Pierce,
Inc. and  subsidiaries,  alleging  that the  subsidiaries  had not disclosed the
existence of an obligation  of the Monterey  project to Pacific Gas and Electric
Company and  therefore  breached a warranty in the  acquisition  agreement.  The
claim   was   for   approximately   $273,000   plus   interest   and   expenses.
Waukesha-Pierce, Inc. was included in the proceeding as a contractual guarantor.
On January 17, 1999, a separate action against  Waukesha-Pierce,  Inc. was filed
by the Trust's subsidiaries in the United States District Court for the Northern
District of Texas to enforce  the  guaranty.  The parties  agreed to dismiss the
Texas  case  without  prejudice  before  material  proceedings   resulted.   The
California  case was settled in March 2000;  Waukesha-Pierce  Inc. agreed to pay
the Project  approximately  $190,000  and to  cooperate  with the Project in the
potential FERC proceedings  involving the Monterey  project  discussed above and
the Trust agreed to cooperate with  Waukesha-Pierce  in releasing funds due from
PG&E to  Waukesha-Pierce.  In May 2002, the Project received settlement proceeds
of $190,306.

Pump Services Company, LP
(a wholly-owned subsidiary, known as the California Pumping Project)
In 1995, the Trust acquired a package of natural gas and diesel  engines,  which
drive deep  irrigation well pumps in Ventura  County,  California.  The engines'
shaft  horsepower-hours  are sold to  farmers  at a  discount  from the price of
equivalent   kilowatt  hours  of  electricity.   The  operator  pays  for  fuel,
maintenance,  repair  and  replacement.  The  project  has  an  equivalent  of 2
megawatts of power.

B-3 Limited Partnership and Pittsfield Investor Limited Partnership
On August 31, 1994, the Trust made a limited  partnership  investment in the B-3
Limited  Partnership,  ("B-3")  which was  formed  to  construct  and  operate a
municipal  waste transfer  station,  located in Columbia  County,  New York. The
project commenced operations in January 1995.

In exchange for its  investment,  the Trust was  entitled to receive  annually a
preferred distribution of available net cash flow from the facility equal to 18%
of its  investment.  In the event that in any given year available net cash flow
from the  project  does not at least equal the amount of the  preferred  minimum
return,  the amount of such shortfall was payable on a priority basis out of any
available  net cash flow in  subsequent  years.  The Trust was also  entitled to
receive  additional  distributions  from any net cash  flow in excess of the 18%
return on its investment. The aggregate purchase price of the Trust's investment
in the partnership was $3,975,240.

Due to the  protective  rights  of the  other  partner  and in  accordance  with
Emerging Issues Task Force ("EITF") 96-16, Investor's Accounting for an Investee
When the  Investor  Has a  Majority  of the  Voting  Interest  but the  Minority
Shareholder or Shareholders  Have Certain  Approval or Veto Rights,  the Trust's
50.5%  ownership in B-3 was accounted for under the equity method of accounting.
The Trust's equity in the earnings of B-3 has been included in the  consolidated
financial  statements  since  acquisition  in  accordance  with the terms in the
partnership agreement.

The partnership agreement required income (loss) earned by the partnership to be
allocated and distributed to the partners as follows:
1.   Gross income is allocated as distributions  declared have been allocated to
     the partners.
2.   The  difference  between  distributions  declared  and  net  income  before
     depreciation  is  allocated  to  the  partners   according  to  partnership
     interests
3.   Depreciation expense is allocated to the partners proportionally  according
     to their original capital contributions to the partnership.

On January  4, 1994,  the Trust  made a limited  partnership  investment  in the
Pittsfield  Investors  Limited  Partnership  ("PILP"),  a  facility  that  burns
municipal solid waste located in Pittsfield,  Massachusetts. The Trust wrote off
its investment in PILP in 1998.

On September 20, 2002, the Trust, sold 100% of its ownership interest in B-3 and
PILP, to EAC Operations,  Inc., the other limited partner of both entities.  The
acquisition  agreement provides for the sale of 100% of the Trus' s ownership in
the two  partnerships  in return for $1,200,000  cash and $5,000,000 of interest
bearing  promissory  notes.  The notes bear interest at a rate of 10% per annum,
and will be repaid  monthly over a 17 year term, of which the first two years of
payments will consist of interest only. The notes are  collateralized by all the
assets of the partnerships.

The purchase price for B-3 was $3,400,000, of which $400,000 was paid in cash at
the time of  closing.  The  purchase  price  for PILP was  $2,800,000,  of which
$800,000 was paid in cash at the time of closing.

Recovery of interest  and  principal  under the  promissory  notes is  dependent
solely upon the operating results of the limited  partnership  investments sold.
Consequently,  in accordance  with SEC Staff  Accounting  Bulletin Topic 5E, the
Trust has not recorded a gain on the sale of its  ownership  interest.  The cash
proceeds  received were recorded as a reduction of its investment in the limited
partnership investments and interest and principal received under the promissory
note will  continue to be recorded as a reduction of the note  receivable  until
the  carrying  value  has  been  reduced  to zero.  In the  event  the  divested
businesses incur operating losses in future periods,  a corresponding  reduction
in the note receivable will be recorded as a valuation allowance.

The  carrying  value of the note at December  31, 2004 and 2003 was $363,240 and
$807,795 respectively.

Summarized financial  information for the B-3 Limited Partnership for the period
ended September 20, 2002 is as follows:

Revenue                         $    4,477,725
Operating expenses                   4,343,054
                                -----------------
Net income                      $      134,671
                                -----------------

Trust share                     $      104,497
                                -----------------


4.   Note Receivable from Sale of Investment

On June 25, 1997, the Trust sold its entire interest in a chilled water facility
to subsidiaries of NRG Energy, Inc. ("NRG").  As part of the consideration,  the
Trust received an 8% promissory note in the amount of $2,700,000 payable monthly
over six  years.  In 2003,  the  Trust  received  the final  payments  under the
promissory note.

5.   Operating Lease

The Monterey Project has a  non-cancelable  operating lease which expires in May
2021. Future minimum lease payments as of December 31, 2004 are as follows:

Year Ended
December 31,
-----------
     2005                          $     299,896
     2006                                299,896
     2007                                299,896
     2008                                299,896
     2009                                299,896
     Thereafter                        3,398,821
                                ------------------
     Total                         $   4,898,301
                                ------------------

Rent expense for the years ended December 31, 2004, 2003 and 2002 was $299,896.

6.   Forward Gas Contracts

The Monterey  Project has an agreement with a natural gas provider to purchase a
fixed quantity of natural gas at fixed prices through August 2006.

In order to limit  its  exposure  to  commodity  price  fluctuations,  the Trust
entered  into  agreements  to  resell a fixed  quantity  of the  natural  gas it
purchases back to the same supplier at fixed prices through August 2006.

For the years ended December 31, 2004 and 2003, the Trust recognized  unrealized
gains of $277,512 and $487,902,  respectively,  in its consolidated statement of
operations  which represent the net difference  between the market value and the
fixed contract price of the forward natural gas contracts.  The Trust recognized
the fair value of these  forward  natural gas contracts at December 31, 2004 and
2003 of $765,414 and $487,902, respectively, in its consolidated balance sheets.

In  addition  to the  letter  of  credit  discussed  in Note 7,  the gas  supply
agreement is collateralized by the Monterey Project's trade accounts receivable.

Future minimum purchase and sale commitments  under the forward gas contracts as
of December 31, 2004 are as follows:

Year Ended
December 31,
-----------
                          Purchase           Resale           Total Net
                         Commitments       Commitments       Commitments
                      ------------------ ---------------- -----------------
     2005             $     1,365,903    $    131,355      $     1,234,548
     2006                     910,602          95,418              815,184
                      ------------------ ---------------- -----------------
     Total            $     2,276,505    $    226,773      $     2,049,732
                      ------------------ ---------------- -----------------


7.   Line of Credit Facility and Letters of Credit

On June 26, 2003, Ridgewood Renewable Power LLC, the Managing Shareholder of the
Trust,  entered into a $5,000,000  Revolving Credit and Security  Agreement with
Wachovia  Bank,  National   Association.   The  agreement  allows  the  Managing
Shareholder  to obtain loans and letters of credit for the benefit of the trusts
and funds that it manages.  On February 20, 2004, the Managing  Shareholder  and
Wachovia Bank amended the  agreement  increasing  the amount to  $6,000,000  and
extended the date of  expiration  to June 30, 2005.  As described in Note 11 the
agreement has subsequently  been extended.  As part of the agreement,  the Trust
agreed to  limitations on its ability to incur  indebtedness,  liens and provide
guarantees.

In August 2003, the Trust issued through its bank a standby letter of credit, in
the amount of $504,000 to secure the gas purchases for the Monterey project. The
Trust used Ridgewood  Renewable  Power's credit  facility to  collateralize  the
letters  of  credit.  In August of 2004,  the  supplier  of  natural  gas to the
Monterey project agreed to reduce the standby letter of credit to $230,000.

8.   Transactions with Managing Shareholder and Affiliates

The Trust  entered into a Management  Agreement  with the Managing  Shareholder,
under which the Managing Shareholder renders certain management,  administrative
and  advisory  services and provides  office space and other  facilities  to the
Trust.  As  compensation  to the  Managing  Shareholder,  the Trust  pays to the
Managing  Shareholder  an annual  management  fee equal to 1.5% of the net asset
value of the Trust as of the beginning of the year.  During 2004, 2003 and 2002,
the Trust paid management fees to the Managing Shareholder of $91,099,  $108,407
and $117,058, respectively.

Under the  Declaration  of Trust,  the  Managing  Shareholder  receives  100% of
current year profits until cumulative  profits equal cumulative losses allocated
to the Managing  Shareholder.  Once cumulative  profits equal cumulative  losses
allocated to the Managing Shareholder, current year profits are allocated 99% to
the Managing Shareholder until the shareholders receive cumulative distributions
equal to their  original  investment  ("Payout").  After  Payout,  the  Managing
Shareholder is entitled to receive 20% of current year profits.  Losses incurred
in any given year are  allocated  1% to the Managing  Shareholder,  provided the
allocation  of  losses to the  shareholders  shall be  limited  to  prevent  the
shareholder from having a negative capital account.

The  Managing  Shareholder  is  also  entitled  to  receive  1%  of  all  annual
distributions  made by the Trust (other than those derived from the  disposition
of Trust property)  until the  shareholders  have been  distributed a cumulative
amount  equal to 14% per annum of their  equity  contribution.  Thereafter,  the
Managing  Shareholder is entitled to receive 20% of the remaining  distributions
for the year.  Once Payout is reached,  the Managing  Shareholder is entitled to
receive 20% of the distributions

Where permitted,  in the event the Managing Shareholder or an affiliate performs
brokering  services  in  respect of an  investment  acquisition  or  disposition
opportunity for the Trust, the Managing Shareholder or such affiliate may charge
the Trust a brokerage  fee. Such fee may not exceed 2% of the gross  proceeds of
any such  acquisition or  disposition.  No such fees have been incurred  through
December 31, 2004.

The Managing  Shareholder  owns 1 investor shares of the Trust with a cost basis
of $100,000.  The Trust  granted the Managing  Shareholder  a single  Management
Share  representing the Managing  Shareholder's  management rights and rights to
distributions of cash flow.

Under the Management  Agreement with the Trust,  Ridgewood Power  Management LLC
("Ridgewood Management"),  an entity related to the Managing Shareholder through
common ownership,  provides management,  purchasing,  engineering,  planning and
administrative  services to the power generation projects operated by the Trust.
Ridgewood  Management charges the project 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,  time records or in  proportion to amount
invested  in projects  managed by  Ridgewood  Management.  During the year ended
December  31,  2004,  2003 and  2002,  Ridgewood  Management  charged  Sunnyside
Cogeneration  Partners  $116,810,  $120,252  and  $132,810,   respectively,  for
overhead  items  allocated  in  proportion  to the amount  invested  in projects
managed.  During the years ended  December  31, 2004,  2003 and 2002,  Ridgewood
Management charged the California Pumping Project $19,704,  $21,141 and $20,973,
respectively,  for overhead items allocated in proportion to the amount invested
in projects managed.  Ridgewood  Management also charged Sunnyside  Cogeneration
Partners and the California  Pumping Project for all of the direct operating and
non-operating expenses incurred during the periods.

From time to time, the Trust records  short-term  payables and receivables  from
other  affiliates in the ordinary  course of business.  The amounts  payable and
receivable do not bear  interest.  At December 31, 2004 and 2003,  the Trust had
amounts due to  affiliates  of $61,699 and $83,857,  respectively,  to Ridgewood
Management.  At  December  31,  2004 and 2003,  the Trust had  amounts  due from
another affiliate of $0 and $16,628, respectively.

9.   Fair Value of Financial Instruments

At December 31, 2004 and 2003,  the carrying  value of the Trust's cash and cash
equivalents,  trade receivable,  notes receivable,  accounts payable and accrued
expenses, accrued fuel expense, and accrued professional fees approximates their
fair value.  The fair value of the letter of credit  does not differ  materially
from its carrying value.

10.  Financial Information by Business Segment

The Trust's business  segments were determined based on similarities in economic
characteristics  and customer  base.  The Trust's  principal  business  segments
consist of wholesale and retail.

Common  services  shared by the business  segments are allocated on the basis of
identifiable  direct costs,  time records or in proportion to amount invested in
projects managed by Ridgewood Management.

The financial data for business segments are as follows:


                                        Wholesale
                         ------------------------------------
                             2004         2003         2002
                         ----------   ----------   ----------
Revenue ..............   $2,135,285   $2,104,050   $2,122,189
Depreciation and
  amortization .......      244,498      245,159      245,718
Operating income .....      309,628      115,945      442,677
Unrealized gain on gas
  purchase contract ..      277,512      487,902          --
Total assets .........    4,076,309    4,033,297    3,838,577
Capital expenditures..          --           --           --



                                         Retail
                          ------------------------------------
                              2004         2003         2002
                          ----------   ----------   ----------

Revenue ...............   $  379,513    $ 602,694   $  952,925
Depreciation and
  amortization ........      103,502      103,593      102,944
Operating income (loss)     (193,351)     (94,224)      17,289
Unrealized gain on gas
  purchase contract ..           --           --           --
Total assets ..........      145,050      255,984      321,862
Capital expenditures ..       27,110          --        22,432



                                        Corporate
                          ------------------------------------
                              2004         2003         2002
                          ----------   ----------   ----------

Revenue ..............        $  --        $  --        $  --
Depreciation and
  amortization .......           --           --           --
Operating loss .......      (232,870)    (258,605)    (552,400)
Unrealized gain on gas
  purchase contract ..           --           --           --
Total assets .........       795,662    2,018,479    3,400,566
Capital expenditures..           --           --           --



                                            Total
                           ------------------------------------
                               2004         2003         2002
                           ----------   ----------   ----------


Revenue ..............     $2,514,798   $2,706,744   $3,075,114
Depreciation and
  amortization .......        348,000      348,752      348,662
Operating loss .......       (116,593)    (236,884)     (92,434)
Unrealized gain on gas
  purchase contract ..        277,512      487,902          --
Total assets .........      5,017,021    6,307,760    7,561,005
Capital expenditures .         27,110          --        22,432

11.  Subsequent Events

On June 14, 2005, the Managing Shareholder  received  notification from Wachovia
Bank that its Line of  Credit,  as  described  in Note 7, was  extended  through
September 30, 2005.

B. Supplementary Financial Information (Unaudited)

Selected  Quarterly  Financial  Data for the years ended  December  31, 2004 and
2003.

<TABLE>
<CAPTION>

                                                                       2004
<S>                                    <C>              <C>               <C>               <C>
-------------------------------------- ---------------- ----------------- ----------------- ------------------
                                           First              Second           Third             Fourth
                                          Quarter             Quarter         Quarter            Quarter
-------------------------------------- ---------------- ----------------- ----------------- ------------------
Revenue                                   $633,000            $633,000        $665,000           $584,000
-------------------------------------- ---------------- ----------------- ----------------- ------------------
Income (loss) from operations               15,000             (30,000)        (18,000)           (84,000)
-------------------------------------- ---------------- ----------------- ----------------- ------------------
Net income (loss)                          247,000             266,000         288,000           (634,000)
-------------------------------------- ---------------- ----------------- ----------------- ------------------

                                                                       2003
-------------------------------------- ---------------- ----------------- ----------------- ------------------
                                           First              Second           Third             Fourth
                                          Quarter             Quarter         Quarter            Quarter
-------------------------------------- ---------------- ----------------- ----------------- ------------------
Revenue                                   $669,000            $607,000        $759,000           $672,000
-------------------------------------- ---------------- ----------------- ----------------- ------------------
Income (loss) from operations               18,000             (73,000)       (101,000)           (81,000)
-------------------------------------- ---------------- ----------------- ----------------- ------------------
Net income (loss)                           24,000             (70,000)        160,000            159,000
-------------------------------------- ---------------- ----------------- ----------------- ------------------

</TABLE>

Item  9.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure.

The Trust dismissed PricewaterhouseCoopers LLP as its independent accountants on
January 14, 2004 and appointed Perelson Weiner LLP as successor,  as reported in
the Trust's  Current  Report on Form 8-K dated  January 20,  2004,  incorporated
herein by reference.~There were no disagreements with PricewaterhouseCoopers LLP
for the year ended December 31, 2002 or for the interim  period through  January
20, 2004,  whether or not resolved,  on any matter of  accounting  principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of PricewaterhouseCoopers  LLP
would  have  caused  them to make  reference  thereto  in  their  report  on the
financial statements for such years.

Item 9A. Controls and Procedures

The Trust's Chief  Executive  Officer and Chief Financial  Officer  conducted an
evaluation of the  effectiveness and design of the Trust's  disclosure  controls
and procedures  pursuant to Rule 13a-15 of the  Securities  Exchange Act of 1934
(the "Exchange Act").  Based upon that evaluation,  the Chief Executive  Officer
and Chief  Financial  Officer each concluded  that the  disclosure  controls and
procedures were effective.

There have been no  significant  changes in the  internal  controls  or in other
factors that could  significantly  affect these controls  subsequent to the date
that they completed their evaluation.

The term  "disclosure  controls and  procedures" is defined in Rule 13a-15(e) of
the  Exchange  Act as  "controls  and other  procedures  designed to ensure that
information  required to be  disclosed  by the issuer in the reports it files or
submits under the Exchange Act is recorded, processed,  summarized and reported,
within the time periods specified in the [Securities and Exchange]  Commission's
rules and forms." The Trust's disclosure controls and procedures are designed to
ensure that material  information  relating to the consolidated  subsidiaries is
accumulated  and  communicated  to  management,  including  the Chief  Executive
Officer and Chief Financial  Officer,  as appropriate to allow timely  decisions
regarding the required disclosures.

Item 9B. Other Information.

None.


PART III

Item 10. Directors and Executive Officers of the Registrant.

(a)  General.

As Managing  Shareholder of the Trust,  Ridgewood Renewable Power LLC has direct
and exclusive  discretion in management and control of the affairs of the Trust.
The Managing  Shareholder will be entitled to resign as Managing  Shareholder of
the  Trust  only (i) with  cause  (which  cause  does  not  include  the fact or
determination  that  continued  service  would be  unprofitable  to the Managing
Shareholder) or (ii) without cause with the consent of a majority in interest of
the  Investors.  It may be removed from its capacity as Managing  Shareholder as
provided in the Declaration.

(b)  Managing Shareholder.

Ridgewood  Power  Corporation  was  incorporated  in February 1991 as a Delaware
corporation  for the  primary  purpose  of acting as a managing  shareholder  of
business trusts and as a managing  general partner of limited  partnerships.  It
organized  the Trust and acted as managing  shareholder  until April 1999. On or
about  April 21,  1999 it was  merged  into the  current  Managing  Shareholder,
Ridgewood Power LLC. In December of 2002,  Ridgewood Power, LLC changed its name
to Ridgewood  Renewable Power, LLC. Robert E. Swanson is the controlling  member
and sole manager of the Managing Shareholder.  All of the equity in the Managing
Shareholder  is owned by Mr.  Swanson or by family  trusts.  Mr. Swanson has the
power on behalf of those  trusts to vote or  dispose  of the  membership  equity
interests owned by them.

The Managing  Shareholder  has also organized the Other Power Trusts as Delaware
business  trusts  or  other  Delaware  limited  liability  companies.  Ridgewood
Renewable  Power LLC is the managing  shareholder  of the Other Power Trusts and
the manager of the Ridgewood  LLCs. The business  objectives of these trusts and
LLCs are similar to those of the Trust.

A number of other  companies  are  affiliates  of Mr.  Swanson and the  Managing
Shareholder.  Each of  these  also  was  organized  as a  corporation  that  was
wholly-owned  by Mr.  Swanson.  In April  1999,  most of them were  merged  into
limited  liability  companies with similar names and Mr. Swanson became the sole
manager and controlling owner of each limited liability company.

The  Managing  Shareholder  is an  affiliate  of  Ridgewood  Energy  Corporation
("Ridgewood  Energy"),  which has organized limited  partnership funds that have
invested  in oil and natural  gas  drilling  and  completion  and other  related
activities.  Other  affiliates  of the Managing  Shareholder  include  Ridgewood
Securities,  an NASD member,  which has been the placement agent for the private
placement  offerings  of the eight  trusts and four LLCs  sponsored by Ridgewood
Renewable Power, LLC and the funds sponsored by Ridgewood Capital, which assists
in  offerings  made by the  Managing  Shareholder  and which is the  sponsor  of
privately  offered venture capital funds.  Each of these companies is controlled
by Robert E. Swanson, who is their sole director or manager.

Set  forth  below is  certain  information  concerning  Mr.  Swanson  and  other
executive officers of the Managing Shareholder.

Robert E.  Swanson,  age 58, has also served as Chief  Executive  Officer of the
Trust since its  inception  in 1991 and as Chief  Executive  Officer of RPM, the
Other Power Trusts and the Ridgewood LLCs,  since their  respective  inceptions.
Mr. Swanson has been President and registered  principal of Ridgewood Securities
and became the Chairman of the Board of Ridgewood Capital on its organization in
1998.  In addition,  he has been  President  and sole  stockholder  of Ridgewood
Energy since its inception in October 1982. Prior to forming Ridgewood Energy in
1982,  Mr.  Swanson was a tax partner at the former New York and Los Angeles law
firm of Fulop & Hardee and an officer in the Trust and  Investment  Division  of
Morgan  Guaranty Trust  Company.  His specialty is in personal tax and financial
planning,  including income, estate and gift tax. Mr. Swanson is a member of the
New York State and New Jersey 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.

Randall  D.  Holmes,  age 58, has served as the  President  and Chief  Operating
Officer of the Managing Shareholder,  RPM, the Trust, the Other Power Trusts and
the  Ridgewood  LLCs  since  January 1,  2004.  Prior to that,  he served as the
primary outside counsel to and has represented the Managing  Shareholder and its
affiliates   since  1991.~  Mr.  Holmes  has  over  30  years  of   acquisition,
development,  financing and operating  experience in the electric generation and
other industries. Mr. Holmes previously was counsel to Downs Rachlin Martin PLLC
in Vermont ("DRM"),  to DeForest & Duer in New York and to Chadbourne & Parke in
New York.~ Mr. Holmes was also President of the Pepsi-Cola  Operating Company of
Chesapeake  and   Indianapolis  and  was  Vice  President  of  Advanced  Medical
Technologies.~ He was also a Partner with the New York law firm of Barrett Smith
Schapiro  Simon & Armstrong  where he  specialized  in  financing  transactions,
acquisitions and tax planning.  DRM is one of the primary outside counsel to the
Trust,  Managing  Shareholder and their  affiliates.  Immediately prior to being
appointed President and Chief Operating Officer,  Mr. Holmes was counsel to DRM.
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  Ridgewood.
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  Operating  Officer.  Mr. Holmes is a graduate of Texas Tech
University and the  University of Michigan  School of Law and is a member of the
New York state bar.

Robert L. Gold,  age 46, has served as Executive  Vice President of the Managing
Shareholder, RPM, the Trust, the Other Power Trusts and the Ridgewood LLCs since
their respective  inceptions.  He has been President of Ridgewood  Capital since
its  organization  in 1998. As such,  he is President of the  Ridgewood  Venture
Funds.  He has  served  as Vice  President  and  General  Counsel  of  Ridgewood
Securities  Corporation  since he joined the firm in December 1987. Mr. Gold has
also served as Executive Vice President of Ridgewood  Energy since October 1990.
He served as Vice  President  of  Ridgewood  Energy from  December  1987 through
September  1990.  For the two  years  prior  to  joining  Ridgewood  Energy  and
Ridgewood Securities  Corporation,  Mr. Gold was a corporate attorney in the law
firm of Cleary, Gottlieb, Steen & Hamilton in New York City where his experience
included mortgage finance,  mergers and acquisitions,  public offerings,  tender
offers,  and other business legal matters.  Mr. Gold is a member of the New York
State bar. He is a graduate of Colgate University and New York University School
of Law.

Douglas R. Wilson,  age 45, was  appointed  Executive  Vice  President and Chief
Financial  Officer of RPM, the Trust,  the Other Power Trusts and the  Ridgewood
LLCs as of 15 April 2005.  Mr.  Wilson has been  associated  with the  Ridgewood
group of companies as a consultant and advisor since 1996 performing  investment
evaluation,  structuring  and execution  services for the Other Power Trusts and
for  Ridgewood  Venture  Funds.  Since May of 2002 Mr.  Wilson  has  served as a
Director,  CEO and Finance Director for CLP Envirogas Ltd.  ("Envirogas")  which
manages  Ridgewood's  UK landfill  gas  operations.  Mr.  Wilson has wide energy
industry  experience  including  hydrocarbon  and  project  finance  lending and
investing and has  participated in over $1 billion of financings.  During his 22
years in the financial  services  industry Mr. Wilson has been with RepublicBank
of Dallas,  Shearson-Lehman Brothers and Bank of Tokyo. Mr. Wilson is a graduate
of the  University of Texas at Arlington and has an MBA from the Wharton  School
at the  University  of  Pennsylvania.  It is  anticipated  that Mr.  Wilson will
continue to serve as an executive and Director of Envirogas during the remainder
of its  expansion  phase which is estimated  to be  completed  in 18-24  months.
During this period Mr.  Wilson will devote  approximately  20-25% of his time to
the affairs of Envirogas.  It is not  anticipated  that this  executive  role at
Envirogas  will  adversely  affect  performance  of his duties as Executive Vice
President and Chief Financial Officer.

Daniel V. Gulino,  age 44, is Senior Vice  President and General  Counsel of the
Managing Shareholder,  RPM, Ridgewood Capital, the Trust, Other Power Trusts and
the  Ridgewood  LLCs.  He began his legal  career as an  associate  for  Pitney,
Hardin, Kipp & Szuch, a large New Jersey law firm, where his experience included
corporate acquisitions and transactions.  Prior to joining Ridgewood, Mr. Gulino
was in-house counsel for several large electric utilities,  including GPU, Inc.,
Constellation Power Source,  Inc. and PPL Resources,  Inc., where he specialized
in  non-utility  generation  projects,  independent  power and  power  marketing
transactions.  Mr. Gulino also has experience  with the electric and natural gas
purchasing of industrial  organizations,  having worked as in-house  counsel for
Alumax,  Inc.  (now part of Alcoa)  where he was  responsible  for,  among other
things,  Alumax's electric and natural gas purchasing  program.  Mr. Gulino is a
member of the New Jersey State Bar and Pennsylvania  State Bar. He is a graduate
of Fairleigh Dickinson University and Rutgers University School of Law - Newark.

(c)  Management Agreement.

The Trust has entered into a Management  Agreement with the Managing Shareholder
detailing how the Managing  Shareholder will render  management,  administrative
and  investment  advisory  services  to the Trust.  Specifically,  the  Managing
Shareholder  will perform (or arrange for the performance of) the management and
administrative  services  required for the  operation of the Trust.  Among other
services,  it will  administer  the  accounts  and  handle  relations  with  the
Investors,  provide the Trust with office space,  equipment and  facilities  and
other services  necessary for its operation,  and conduct the Trust's  relations
with  custodians,  depositories,  accountants,  attorneys,  brokers and dealers,
corporate  fiduciaries,  insurers,  banks and others, as required.  The Managing
Shareholder  will also be  responsible  for  making  investment  and  divestment
decisions, subject to the provisions of the Declaration.

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

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 at Item 13 -- Certain  Relationships  and Related
Transactions.

Each Investor  consented to the terms and  conditions of the initial  Management
Agreement by subscribing to acquire Investor Shares in the Trust. The Management
Agreement is subject to amendment by the parties with the approval of a majority
in interest of the Investors.

(d) Executive Officers of the Trust.

Pursuant to the Declaration,  the Managing Shareholder has appointed officers of
the Trust to act on behalf  of the  Trust  and sign  documents  on behalf of the
Trust as authorized by the Managing Shareholder.  Mr. Holmes is the President of
the Trust and the other  executive  officers of the Trust are identical to those
of the Managing Shareholder.

The officers have the duties and powers usually  applicable to similar  officers
of a Delaware business corporation in carrying out Trust business.  Officers act
under the supervision and control of the Managing Shareholder, which is entitled
to remove any officer at any time.  Unless  otherwise  specified by the Managing
Shareholder,  the  President of the Trust has full power to act on behalf of the
Trust. The Managing  Shareholder  expects that most actions taken in the name of
the Trust will be taken by Mr. Holmes and the other principal  officers in their
capacities  as  officers  of the  Trust  under  the  direction  of the  Managing
Shareholder rather than as officers of the Managing Shareholder.

(e) Corporate Trustee

The Corporate  Trustee of the Trust is Christiana  Bank & Trust  Company.  Legal
title to Trust Property is in the name of the Trust.  Christiana  Bank is also a
trustee of the Other Power Trusts.  The principal  office of Christiana  Bank is
1314 King Street, Wilmington, DE 19801.

The Trust has relied and will continue to rely on the Managing  Shareholder  and
engineering,  legal,  investment banking and other professional  consultants (as
needed)  and to monitor and report to the Trust  concerning  the  operations  of
Projects in which it invests, to review proposals for additional  development or
financing,  and to represent the Trust's interests.  The Trust will rely on such
persons to review proposals to sell its interests in Projects in the future.


(f) Section 16(a) Beneficial Ownership Reporting Compliance

The individuals  subject to the requirements of Section 16(a) may not have filed
a Form 3 for the year ended 2004  and~possibly  prior  years.  However,  each of
these  individuals~have filed a Form 3 in~year 2005 and~will maintain compliance
with 16(a) as~required.


(g) RPM.

As discussed above at Item 1 - Business,  RPM has assumed day-to-day  management
responsibility for the Monterey Project, effective January 1, 1996 and operating
responsibility  for the Pumping  Project in October 1998 and had assumed certain
responsibilities  for the San Diego  Project in early 1997 until its sale.  Like
the Managing Shareholder, RPM is controlled by Robert E. Swanson. It has entered
into  an  "Operation  Agreement"  with  certain  of  the  Trust's  subsidiaries,
effective  January  1,  1996,  under  which RPM,  under the  supervision  of the
Managing Shareholder, provides the management, purchasing, engineering, planning
and administrative services for those Projects that were previously furnished by
employees of the Trust or by unaffiliated  professionals or consultants and that
were borne by the Trust or Projects as  operating  expenses.  To the extent that
those services were provided by the Managing Shareholder and related directly to
the  operation  of the  Project,  RPM  charges  the  Trust at its cost for these
services and for the Trust's  allocable  amount of certain  overhead items.  RPM
shares space and facilities with the Managing Shareholder and its Affiliates. To
the extent that common expenses can be reasonably allocated to RPM, the Managing
Shareholder  may, but is not required to,  charge RPM at cost for the  allocated
amounts  and  such  allocated  amounts  will be  borne by the  Trust  and  other
programs.  Common  expenses  that are not so allocated are borne by the Managing
Shareholder.

The  Managing  Shareholder  does not  charge  RPM for the full  amount  of rent,
utility  supplies  and office  expenses  allocable  to RPM.  As a result,  RPM's
charges for its services to the Trust are likely to be materially  less than its
economic costs and the costs of engaging  comparable  third persons as managers.
RPM will not receive any compensation in excess of its costs.

Allocations of costs are made either on the basis of identifiable  direct costs,
time records or in proportion to each program's  investments in Projects managed
by RPM; all allocations are made in a manner consistent with generally  accepted
accounting principles.  The following table sets forth the cost reimbursement to
RPM.


                     2004         2003         2002         2001       2000

RPM Cost
Reimbursements    2,192,292    2,486,469    2,862,273    2,955,915  3,032,954




The Operation Agreement may be amended by agreement of the Managing  Shareholder
and RPM; however, no amendment that materially  increases the obligations of the
Trust or that materially decreases the obligations of RPM shall become effective
until at least 45 days after  notice of the  amendment,  together  with the text
thereof, has been given to all Investors.

The executive officers of RPM are the same as those of the Managing  Shareholder
set forth above.

(h). Code of Ethics.

The Managing  Shareholder has adopted a Code of Ethics in March 2004 for itself,
the Trust, Other Power Trusts, Ridgewood LLCs and affiliates. The Code of Ethics
is attached hereto as Exhibit 10U.

Item 11. Executive Compensation.

The Managing Shareholder compensates its officers without additional payments by
the Trust.  The Trust will reimburse RPM at cost for services  provided by RPM's
employees.  Information as to the fees payable to the Managing  Shareholder  and
certain  affiliates is contained at Item 13 - Certain  Relationships and Related
Transactions.

Christiana,  the Corporate Trustee of the Trust, is not entitled to compensation
for  serving  in such  capacity,  but is  entitled  to be  reimbursed  for Trust
expenses incurred by it, which are properly reimbursable under the Declaration.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

The Trust sold 235.3775  Investor Shares  (approximately  $23.5 million of gross
proceeds) of beneficial  interest in the Trust  pursuant to a private  placement
offering under Rule 506 of Regulation D under the  Securities  Act. The offering
closed on January 31,  1994.  Further  details  concerning  the offering are set
forth above at Item 1 -- Business.

Ridgewood  Renewable  Power,  the  Managing  Shareholder  purchased  for cash of
$121,800  in the  offering  1.45  Investor  Shares (.6 of 1% of the  outstanding
Investor  Shares).  The Managing  Shareholder was issued one Management Share in
the Trust  representing  the beneficial  interests and management  rights of the
Managing  Shareholder  in its  capacity as such  (excluding  its interest in the
Trust  attributable to Investor Shares it acquired in the offering).  Additional
information  concerning the management rights of the Managing  Shareholder is at
Item 1 - Business  and at Item 10 --  Directors  and  Executive  Officers of the
Registrant.  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 at
Item 13 - Certain Relationships and Related Transactions.

Item 13. Certain Relationships and Related Transactions.

The Declaration  provides that cash flow of the Trust, less reasonable  reserves
that the Trust deems necessary to cover  anticipated  Trust  expenses,  is to be
distributed to the Investors and the Managing Shareholder, from time to time, as
the Trust  deems  appropriate.  Under the  Declaration  of Trust,  the  Managing
Shareholder receives 100% of current year profits until cumulative profits equal
cumulative losses allocated to the Managing Shareholder. Once cumulative profits
equal  cumulative  losses  allocated to the Managing  Shareholder,  current year
profits  are  allocated  99% to the  Managing  Shareholder  until the  Investors
receive cumulative  distributions equal to their original investment ("Payout").
After  Payout,  the Managing  Shareholder  is entitled to receive 20% of current
year profits. Losses incurred in any given year are allocated 1% to the Managing
Shareholder, provided the allocation of losses to the Investors shall be limited
to prevent the Investor from having a negative capital account.

The  Managing  Shareholder  is  also  entitled  to  receive  1%  of  all  annual
distributions  made by the Trust (other than those derived from the  disposition
of Trust property) until the Investors have been distributed a cumulative amount
equal to 14% per annum of their equity  contribution  in such year.  Thereafter,
the  Managing   Shareholder   is  entitled  to  receive  20%  of  the  remaining
distributions for the year. Once Payout is reached,  the Managing Shareholder is
entitled to receive 20% of the distributions

In 2004 and 2003,  as stated at Item 5 - Market for  Registrant's  Common Equity
and  Related  Stockholder  Matters,  as well as in prior  years,  the Trust made
distributions to the Managing Shareholder (which is a member of the Board of the
Trust) as stated at Item 5 - Market for  Registrant's  Common Equity and Related
Stockholder  Matters. In addition,  the Trust and its subsidiaries paid fees and
reimbursements to the Managing Shareholder and its affiliates as follows:




                      2004         2003         2002         2001       2000

Managing
Shareholder         $91,099     $108,407     $117,058     $177,727     $ -0-


The management fee, payable monthly under the Management Agreement at the annual
rate of 2.5% of the Trust's  prior year net asset  value,  began on the date the
first Project was acquired and compensates the Managing  Shareholder for certain
management,  administrative  and  advisory  services  for the  Trust.  Under the
Declaration of Trust,  the annual rate fell to 1.5% per year beginning  February
1,  1999.  Beginning  April,  1999,  the  Managing  Shareholder  waived the fee.
Effective  January 1, 2001, it resumed payment of the management fee at the 1.5%
of net asset value annual rate.

In addition to the foregoing,  the Trust reimbursed the Managing  Shareholder at
cost for  expenses  and fees of  unaffiliated  persons  engaged by the  Managing
Shareholder  for Trust  business.  Payroll and other costs of  operation  of the
Trust's Projects are reimbursed to RPM. The  reimbursements to RPM, which do not
exceed its actual costs and  allocable  overhead,  are described at Item 10(g) -
Directors and Executive Officers of the Registrant -- RPM.

Other information in response to this item is reported in response to Item 11 --
Executive Compensation, which information is incorporated by reference into this
Item 13.

Item 14.  Principal Accountant Fees and Services

     Audit Fees

The aggregate fees billed for professional  services rendered by Perelson Weiner
LLP for the audits of the Trust's annual consolidated  financial  statements for
the years  ended  December  31,  2004 and 2003 and the  reviews  of the  Trust's
consolidated financial statements included in the Quarterly Reports on Form 10-Q
for the year ended  December  31, 2004 were  approximately  $31,000 and $26,000,
respectively.  The aggregate fees billed for professional  services  rendered by
PricewaterhouseCoopers LLP for the reviews of the Trust's consolidated financial
statements  included  in the  Quarterly  Reports on Form 10-Q for the year ended
December 31, 2003 was approximately $20,000.

     Tax Fees

The aggregate fees billed for all tax services  rendered by Perelson  Weiner LLP
for the years ended  December 31, 2004 and 2003 were  approximately  $25,000 for
each year.  Tax  services  principally  include tax  compliance,  tax advice and
planning (including foreign tax services, as well as tax planning strategies for
the preservation of net operating loss carryforwards).

     Audit Related Fees

     None.

     All Other Fees

     None.

PART IV

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

The following documents are filed as part of this report:

(a)  Financial Statements.

     See the Index to Financial Statements in Item 8 hereof.

(b) Reports on Form 8-K.

     None.

(c)  Exhibits

     3A.  Certificate of Trust of the  Registrant,  is incorporated by reference
          to Exhibit 3A to the  Registrant's  Registration  Statement on Form 10
          filed with the Commission on February 27, 1993.

     3B.  Amended  and  Restated  Declaration  of  Trust of the  Registrant,  is
          incorporated by reference to Exhibit 4 to the Quarterly Report on Form
          10Q of the Registrant for the quarter ended September 30, 1993.

     10A. Management   Agreement  dated  as  of  January  4,  1993  between  the
          Registrant  and  Ridgewood  Power  Corporation,   is  incorporated  by
          reference to Exhibit 10 to the Registrant's  Registration Statement on
          Form 10 filed with the Commission on February 27, 1993.

     10B. Limited   Partnership   Agreement  of  Pittsfield   Investors  Limited
          Partnership  (without  exhibits),  is  incorporated  by  reference  to
          Exhibit 2(i) to the Form 8-K of Registrant  filed with the  Commission
          on January 19, 1994.

     10C. Asset Purchase Agreement between EAC Systems,  Inc. and Vicon Recovery
          Associates  ("Vicon")  dated  as of  December  23,  1992  (the  "Asset
          Purchase Agreement") (without exhibits),  is incorporated by reference
          to  Exhibit  2(ii)  to the  Form  8-K of  Registrant  filed  with  the
          Commission on January 19, 1994.

     10D. First  Amendment of Asset Purchase  Agreement dated as of December 30,
          1993 (without exhibits), is incorporated by reference to Exhibit 2(ii)
          to the Form 8-K of Registrant filed with the Commission on January 19,
          1994.

     10E. Lease dated as of September  1, 1979  between the City of  Pittsfield,
          Massachusetts  (acting  by  and  through  its  Industrial  Development
          Financing Authority), is incorporated by reference to Exhibit 2(iv) to
          the Form 8-K of  Registrant  filed with the  Commission on January 19,
          1994.

     10F. Amended  and  Restated  Solid Waste  Disposal  and  Resource  Recovery
          Agreement  dated  August 6, 1979 by and among the City of  Pittsfield,
          Vicon and others  (together  with  amendments  dated October 26, 1984,
          July 28, 1989 and December 29, 1993),  is incorporated by reference to
          Exhibit 2(v) to the Form 8-K of Registrant  filed with the  Commission
          on January 19, 1994.

     10G. Steam  Purchase  Agreement by and between  Crane & Co., Inc. and Vicon
          dated as of February 1, 1979 (with  amendments),  is  incorporated  by
          reference to Exhibit  2(vi) to the Form 8-K of  Registrant  filed with
          the Commission on January 19, 1994.

The  Registrant is no longer a party to former  Exhibits 10H through 10M because
of its sale of the San Diego Project. See Exhibits 10P-R.

     10N. Acquisition  Agreement  dated as of January  9, 1995  among  Sunnyside
          Cogen,  Inc., and NorCal Sunnyside Inc., as Sellers,  and RW Monterey,
          Inc.  and  Ridgewood  Electric  Power  Trust  II,  as  Purchasers,  is
          incorporated by reference to Exhibit 2(i) to the Form 8K of Registrant
          filed with the Commission on February 16, 1995.

     10O. Acquisition  Agreement,  dated as of March 31, 1995,  by and among the
          Trust and its subsidiary, Pump Services Corporation, as purchasers and
          Donald C.  Stewart,  Union  Energy  Corp.  and  Donald A.  Sherman  as
          sellers. Incorporated by reference to Exhibit 10O to the Annual Report
          on Form 10-K of the Registrant for the year ended December 31, 1995.

     10P. Partnership Interest Purchase Agreement, dated as of June 25, 1997, by
          and among the Trust, RSD Power Corp., NRG San Diego, Inc., and NRG del
          Coronado,  Inc.  Incorporated  by  reference  to Exhibit  2.A.  of the
          Current  Report on Form 8-K of the  Registrant,  dated June 25,  1997.
          Exhibits  and  schedules  are  omitted,  and a  list  of  the  omitted
          documents is found at page 20 of the agreement.  The Registrant agrees
          to furnish supplementally a copy of any omitted exhibit or schedule to
          the  Partnership  Interest  Purchase  Agreement to the Commission upon
          request.

     10Q. Purchase Money Promissory  Note.  Incorporated by reference to Exhibit
          2.B. of the Current Report on Form 8-K of the  Registrant,  dated June
          25, 1997.

     10R. Security and Pledge Agreement, dated as of June 25, 1997, by and among
          the Trust, RSD Power Corp., NRG San Diego, Inc., and NRG del Coronado,
          Inc.  Incorporated  by reference to Exhibit 2.C. of the Current Report
          on Form 8-K of the Registrant, dated June 25, 1997.

     10S. Master Sale Agreement,  dated August 8, 2001, by and between Sunnyside
          Cogeneration  Partners,  L.P. and Coral Energy  Resources,  L.P.  (the
          terms  of  the  actual  transaction  are  subject  to  confidentiality
          provisions).

     10T. Acquisition  Agreement,  dated  September 20, 2002, by and between the
          Trust and EAC Operations, Inc.

     10U. Code of Ethics, adopted March 1, 2004.

     99.1. Certifications under Section~906 of the Sarbanes-Oxley Act.

The Registrant agrees to furnish supplementally a copy of any omitted exhibit or
schedule to agreements filed as exhibits to the Commission upon request.


<PAGE>

SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


RIDGEWOOD ELECTRIC POWER TRUST II (Registrant)

By:/s/ Robert E. Swanson    Chief Executive Officer           July 15, 2005

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.

By:/s/ Robert E. Swanson       Chief Executive Officer        July 15, 2005
Robert E. Swanson

By:/s/ Douglas R. Wilson       Executive Vice President       July 15, 2005
       Douglas R. Wilson       and Chief Financial Officer

RIDGEWOOD RENEWABLE POWER LLC  Managing Shareholder           July 15, 2005
By:/s/ Robert E. Swanson       Chief Executive Officer
Robert E. Swanson

<PAGE>

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

I, Robert E. Swanson,  Chief Executive Officer of Ridgewood Electric Power Trust
II ("registrant"), certify that:

1. I have reviewed this annual report on Form~10-K of the registrant;

2. Based  on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3. Based  on  my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The   registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules~13a-15(e) and 15d-15(e)) for the registrant and we have:

(a)  Designed such disclosure controls and procedures, or caused such disclosure
     controls and  procedures to be designed  under our  supervision,  to ensure
     that  material  information  relating  to  the  Registrant,  including  its
     consolidated  subsidiaries,  is made  known to us by  others  within  those
     entities,  particularly  during the  period in which the  Annual  Report is
     being prepared;

(b)  Evaluated the  effectiveness  of the Registrant's  disclosure  controls and
     procedures  and  presented in the Annual Report our  conclusions  about the
     effectiveness of the disclosure  controls and procedures,  as of the end of
     the period covered by the Annual Report based on such evaluation; and

(c)  Disclosed  in the Annual  Report any  change in the  Registrant's  internal
     control over financial reporting that occurred during the Registrant's most
     recent fiscal quarter (the  Registrant's  fourth fiscal quarter in the case
     of an annual report) that has materially affected,  or is reasonably likely
     to materially  affect,  the  Registrant's  internal  control over financial
     reporting; and

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

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

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



Date: July 15, 2005

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

<PAGE>

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

I, Douglas R. Wilson,  Chief Financial Officer of Ridgewood Electric Power Trust
II ("registrant"), certify that:

1. I have reviewed this annual report on Form~10-K of the registrant;

2. Based  on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3. Based  on  my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The   registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules~13a-15(e) and 15d-15(e)) for the registrant and we have:


(a)  Designed such disclosure controls and procedures, or caused such disclosure
     controls and  procedures to be designed  under our  supervision,  to ensure
     that  material  information  relating  to  the  Registrant,  including  its
     consolidated  subsidiaries,  is made  known to us by  others  within  those
     entities,  particularly  during the  period in which the  Annual  Report is
     being prepared;

(b)  Evaluated the  effectiveness  of the Registrant's  disclosure  controls and
     procedures  and  presented in the Annual Report our  conclusions  about the
     effectiveness of the disclosure  controls and procedures,  as of the end of
     the period covered by the Annual Report based on such evaluation; and

(c)  Disclosed  in the Annual  Report any  change in the  Registrant's  internal
     control over financial reporting that occurred during the Registrant's most
     recent fiscal quarter (the  Registrant's  fourth fiscal quarter in the case
     of an annual report) that has materially affected,  or is reasonably likely
     to materially  affect,  the  Registrant's  internal  control over financial
     reporting; and


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


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

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



Date: July 15, 2005

/s/ Douglas R. Wilson
Douglas R. Wilson
Chief Financial Officer