January 14, 2004


  Securities and Exchange Commission
  450 Fifth Street, N.W.
  Washington, D.C. 20549

  Commissioners:

  We have read the statements made by Ridgewood Power Trust II (copy attached),
  which we understand will be filed with the Commission, pursuant to Item 4 of
  Form 8-K, as part of the Company's Form 8-K report dated January 14, 2004. We
  agree with the statements concerning our Firm in such Form 8-K, except that
  PricewaterhouseCoopers LLP makes no comment whatsoever regarding any current
  or future revisions or improvements to internal control systems, as noted in
  Item (a)(iv).

  Very truly yours,

  /s/ PricewaterhouseCoopers LLP

  PricewaterhouseCoopers LLP
  Florham Park, NJ