BMC S-4 Registration of securities issued in business combination transactions

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Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

Statement of Eligibility Under
The Trust Indenture Act of 1939 of a
Corporation Designated to Act as Trustee
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)            

U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)

31-0841368
I.R.S. Employer Identification No.

800 Nicollet Avenue Minneapolis, MN	55402
(Address of principal executive offices)	(Zip Code)

Seth Dodson
U.S. Bank National Association
950 17^th Street, Suite 300
Denver, CO 80202
Telephone (303) 585-4591
(Name, address and telephone number of agent for service)

Venoco, Inc,
(Exact name of Registrant as specified in its charter)

Delaware	77-0323555
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
370 17th Street, Suite 3260 Denver, Colorado	80202-1370
(Address of Principal Executive Offices)	(Zip Code)

Debt Securities
FORM T-1

Item 1. GENERAL INFORMATION.Furnish the following information as to the Trustee.

        a)    Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency
Washington, D.C.

        b)    Whether it is authorized to exercise corporate trust powers.

Yes

Item 2. AFFILIATIONS WITH OBLIGOR.If the obligor is an affiliate of the Trustee, describe each such affiliation.

        None

Items 3-15The Trustee is a Trustee under other Indentures under which securities issued by the obligor are outstanding. There is not and there has not been a default with respect to the securities outstanding under other such Indentures.

Item 16 LIST OF EXHIBITS:List below all exhibits filed as a part of this statement of eligibility and qualification.

1.

A copy of the Articles of Association of the Trustee now in effect, incorporated herein by reference to Exhibit 1 of Form T-1, Document 6 of Registration No. 333-84320.



2.

A copy of the certificate of authority of the Trustee to commence business, incorporated herein by reference to Exhibit 2 of Form T-1, Document 6 of Registration No. 333-84320.



3.

A copy of the certificate of authority of the Trustee to exercise corporate trust powers, incorporated herein by reference to Exhibit 3 of Form T-1, Document 6 of Registration No. 333-84320.



4.

A copy of the existing bylaws of the Trustee, as now in effect, incorporated herein by reference to Exhibit 4 of Form T-1, Document 6 of Registration No. 333-84320.



5.

Not applicable.



6.

The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, incorporated herein by reference to Exhibit 6 of Form T-1, Document 6 of Registration No. 333-84320.



7.

Report of Condition of the Trustee as of June 30, 2003, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.



8.

Not applicable.



9.

Not applicable.

SIGNATURE

        Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City and County of Denver, State of Colorado on the 19^th day of March, 2005.

U.S. BANK NATIONAL ASSOCIATION
By:	/s/  SETH DODSON
Title:	Vice President

Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 9/30/2004
($000's)

			9/30/2004
Assets
	Cash and Due From Depository Institutions		$	6,973,101
	Federal Reserve Stock			0
	Securities			39,400,687
	Federal Funds			2,842,037
	Loans & Lease Financing Receivables			121,000,954
	Fixed Assets			1,846,496
	Intangible Assets			10,035,484
	Other Assets			10,354,644
		Total Assets	$	192,453,403
Liabilities
	Deposits		$	122,247,349
	Fed Funds			7,346,293
	Treasury Demand Notes			0
	Trading Liabilities			145,128
	Other Borrowed Money			30,331,854
	Acceptances			146,102
	Subordinated Notes and Debentures			5,535,512
	Other Liabilities			6,060,066
		Total Liabilities	$	171,812,304
Equity
	Minority Interest in Subsidiaries		$	1,013,889
	Common and Preferred Stock			18,200
	Surplus			11,792,288
	Undivided Profits			7,816,722
Total Equity Capital			$	19,627,210
Total Liabilities and Equity Capital			$	192,453,403

        To the best of the undersigned's determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association
By:	/s/  SETH DODSON      Vice President

Date: March 16, 2005

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Exhibit 25.1