UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________

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) ~~June~~July 812, 2006

THE RIDGEWOOD ELECTRIC POWER TRUST II

(Exact Name of Registrant as Specified in Charter)

Delaware	0-21304	22-3206429
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

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

Registrant’s telephone number, including area code

(302) 888-7444

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 4.01 Changes in Registrant’s Certifying Accountant.

On ~~June~~July 812, 2006, Ridgewood Electric Power Trust II (the “Trust”) ~~dismissed~~engaged ~~Perelson~~Grant Thornton ~~Weiner~~ LLP (“~~Perelson~~Grant ~~Weiner~~Thornton”), ~~the~~as ~~Trust’s~~its independent registered public accounting firm. The decision to ~~dismiss~~engage ~~Perelson~~Grant ~~Weiner~~Thornton ~~as the Trust’s independent registered public accounting firm~~ was made by the managing shareholder of the Trust, Ridgewood Renewable Power LLC, a New Jersey limited liability ~~liability~~ company ~~(the “Managing Shareholder”)~~.

~~Perelson~~During ~~Weiner~~the ~~was~~two ~~engaged~~fiscal years ended December 31, 2005, and through the date of the engagement of Grant Thornton as the independent ~~accountants~~registered public accounting firm of the Trust as ofset ~~January~~forth above, neither the Trust nor anyone on its behalf 14has consulted with Grant Thornton on any matter that (i) involved the application of accounting principles to a specified transaction, either ~~2004~~completed ~~and~~or ~~prepared~~proposed, anor the type of audit ~~report~~opinion onthat might be rendered on the ~~consolidated~~Trust’s financial statements, in each case where a written report was ofprovided or oral advice was provided that Grant Thornton concluded was an important factor considered by the Trust asin ofreaching ~~and~~a ~~for~~decision as to the accounting, ~~years~~auditing ~~ended~~or ~~December~~financial ~~31,~~reporting ~~2003~~issue; ~~and~~or ~~2004.~~(ii) was Noeither ~~audit~~the ~~report~~subject onof ~~the~~a ~~consolidated~~disagreement, ~~financial~~as ~~statements~~that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the ~~Trust~~related ~~has~~instructions ~~been~~to ~~prepared~~Item 304 of byRegulation S-K, ~~Perelson~~or ~~Weiner~~a ~~for~~“reportable ~~the~~event,” ~~year~~as ~~ended~~that ~~December~~term ~~31,~~is ~~2005~~defined in Item 304(a)(1)(v) of Regulation S-K.

The audit report of Perelson Weiner on the consolidated financial statements of the Trust as of and for the years ended December 31, 2003 and 2004 did not contain an adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles.

For the period January 14, 2004 through June 8, 2006, there were no (1) disagreements with Perelson Weiner on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference to the subject matter of the disagreements in their report on the Trust’s financial statements, or (2) “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K, other than as follows:

Perelson Weiner identified the following material deficiencies in disclosure controls and procedures, which are reportable events: (i) a lack of automation and integration in the Trust's accounting and financial reporting software, which caused the Trust to be unable to timely comply with its financial reporting responsibilities, (ii) a lack of sufficient personnel with relevant experience to maintain and operate the Trust's accounting and financial reporting software and to develop and administer additional disclosure controls and procedures to enable the Trust to comply on a timely basis with its financial reporting obligations, and (iii) disclosure controls and procedures that were insufficient to enable the Trust to meet its financial reporting and disclosure obligations in an accurate and timely manner.

The Managing Shareholder discussed the subject matter of the foregoing item with Perelson Weiner and has authorized Perelson Weiner to respond fully to the inquiries of the successor accountant concerning the subject matter of such item.

The Trust has provided Perelson Weiner with a copy of the foregoing disclosures and has requested that Perelson Weiner furnish the Trust with a letter, addressed to the Securities and Exchange Commission, stating whether or not Perelson Weiner agrees with the statements made herein, and, if not, stating the respects in which it does not agree. A copy of the letter from Perelson Weiner, dated June 14, 2006, is filed herewith as Exhibit 16.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Title
16.1	Letter from Perelson Weiner LLP to the Securities and Exchange Commission, dated June 14, 2006.

SIGNATURES

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.

THE RIDGEWOOD ELECTRIC POWER TRUST II

Date: ~~June~~July 1413, 2006 By: /s/ DOUGLAS R. WILSON

Name: Douglas R. Wilson

Title: Chief Financial Officer

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