SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.

                               FORM 8-K

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

       Date of report (Date of earliest event reported) September 20, 2002

                   RIDGEWOOD ELECTRIC POWER TRUST II
           (Exact name of registrant as specified in charter)

  Delaware                   0-21304                   22-3206429
(State or other            (Commission               (IRS Employer
jurisdiction of             File Number)              Identification
organization)                                                  No.)

947 Linwood Avenue, Ridgewood, New Jersey 07450-2939
(Address of principal executive offices)  (Zip Code)

Registrant's telephone number, including area code:  (201) 447-9000



Item 2.  Acquisition or Disposition of Assets.

On September 20, 2002 Ridgewood  Electric  Power Trust II, the  ("Trust"),  sold
100%  of its  ownership  interest  in the B-3  Limited  Partnership  ("B-3"),  a
municipal waste transfer station,  located in Columbia County, New York, and the
Pittsfield  Investors  Limited  Partnership  ("PILP"),  a  facility  located  in
Pittsfield, Massachusetts which burns municipal solid waste supplied by the City
of Pittsfield and surrounding  communities,  to EAC Operations,  Inc., the other
limited  partner of both entities.  The acquisition  agreement  provides for the
sale of 100% of the  Trust'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  over a 17 year
term. The notes are secured 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.  The  Trust  wrote  off its
investment in PILP in 1998.







SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                    RIDGEWOOD ELECTRIC POWER TRUST II


Date:  September 23, 2002          By /s/ Christopher I. Naunton
                                      Christopher I. Naunton,
                                      Vice President
                                      and Chief Financial Officer