Exhibit 3(i)(B)

                            CERTIFICATE OF AMENDMENT
                                     TO THE
                              CERTIFICATE OF TRUST
                                       OF
                        RIDGEWOOD ELECTRIC POWER TRUST II

The undersigned certifies that:

1.      The name of the statutory trust is Ridgewood Electric Power Trust II
(the "Statutory Trust").

2.      The amendment to the Certificate of Trust of the Statutory Trust set
forth below (the "Amendment") has been duly authorized by the Managing
Shareholder of the Statutory Trust.

            The second paragraph of the Certificate of Trust is hereby amended
to read as follows:

            "2. The name and business address of the Corporate Trustee of the
Trust in the State of Delaware is Christiana Bank & Trust Company, 1314 King
Street, P.O. Box 957, Wilmington, DE 19899-0957, Attention: Corporate Trust
Administration,"

3.      Pursuant to Title 12, 3801 et. al., the Delaware Statutory Trust Act,
(the "Act'), this Certificate of Amendment to the Certificate of Trust of the
Statutory Trust shall become effective immediately upon fling with the Office of
the Secretary of State of the State of Delaware.

4.      The Amendment is made pursuant to the authority granted by the Statutory
Trust under Section 3810(b) of the Act and pursuant to the authority set forth
in the governing instrument of the Statutory Trust.

            IN WITNESS WHEREOF, the undersigned, being the Corporate Trustee of
the Statutory Trust, has duly executed this Certificate of Amendment this 18th
day of December, 2003.

                                        Christiana Bank & Trust Company,
                                        Corporate Trustee


                                        By: /s/ Toni L. Lindsay
                                            -----------------------------------
                                        Name: Toni L. Lindsay
                                        Title: Vice President



       State of Delaware
      Secretary of State
   Division of Corporations
 Delivered 02:16 PM 12/18/2003
   FILED 02:16 PM 12/18/2003
  SRV 030805634 - 2316790 FILE