U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
S.E.C. File No. 0-21304
(Check One):
Form 10-K and Form 10-KSB
Form 20-F
Form 11-K
X Form 10-Q and Form 10-QSB
Form N-SAR
For the period ended March 31, 1996
Transition Report on Form 10-K
Transition Report on Form 20-F
Transition Report on Form 11-K
Transition Report on Form 10-Q
Transition Report on Form N-SAR
For the transition period
ended:________________________________________
Read Attached Instruction Sheet Before Preparing Form.
Please Print or Type.
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
If the notification relates to a portion of the filing check
above, identify the Item(s) to which the notification
relates:
_____________________________________________________
____________________________________________________________
Part I - Registrant Information
Full name of Registrant: Ridgewood Electric Power Trust II
Former name if applicable:
________________________________________________
____________________________________________________________
Address of Principal Executive Office (Street and Number)
947 Linwood Avenue
Ridgewood, New Jersey 07450-2939
(City, State and Zip Code)
Part II - Rules 12b-25 (b) and (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks
relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate)
X (a) The reasons described in reasonable detail in part III of
this form could not be eliminated without unreasonable effort or
expense;
X (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or
portion thereof, will be filed on or before the fifteenth day
following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q, or portion thereof, will be
filed on or before the fifth calendar day following the prescribed
due date; and
(c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
Part III - Narrative
State below in reasonable detail the reasons why Form 10-K and
Form 10-KSB, Form 20-F, Form 11-K, Form 10-Q, Form 10-QSB and Form
N-SAR, or the transition report or portion thereof could not be
filed within the prescribed period. (Attach Extra Sheets if
Needed)
An acquisition of a power plant on April 16, 1996
by two affiliated reporting companies, Ridgewood Electric
Power Trust III and Ridgewood Electric Power Trust IV, whose
Managing Shareholder is also the Managing Shareholder of the
Registrant, made significant demands on management and
accounting resources. Further delays are anticipated from
the process of converting the financial statements to EDGAR
format, which must be done manually. The Registrant believes
that the Form 10-Q will be filed by May 19, 1996.
Part IV - Other Information
(1) Name and telephone number of person to contact in regard to
this notification:
Robert K. Brady (201) 447-9000
(Name) (area code) (telephone number)
(2) Have all other periodic reports required under section 13 or
15(d) of the Securities Exchange Act of 1934 or section 30 of the
Investment Company Act of 1940 during the preceding 12 months or
for such shorter period that the registrant was required to file
such report(s) been filed? If the answer is no, identify
report(s).
x Yes No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the
subject report or portion thereof?
Yes X No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.
RIDGEWOOD ELECTRIC POWER TRUST II
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: May 13, 1996
By /s/ Robert K. Brady
Robert K. Brady, Senior Vice
President and Chief Financial
Officer
INSTRUCTION: The form may be signed by an executive officer of
the registrant or by any other duly authorized representative.
The name and title of the person signing the form shall be typed
or printed beneath the signature. If the statement is signed on
behalf of the registrant by an authorized representative (other
than an executive officer), evidence of the representative's
authority to sign on behalf of the registrant shall be filed with
the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (see 18 U.S.C. 1001).
