THIS CONFORMING PAPER FORMAT DOCUMENT IS BEING SUBMITTED PURSUANT TO RULE 901(d)
                               OF REGULATION S-T


                                                                 Exhibit 25(a)



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                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            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) |__|



                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)




New York                                                          13-5160382
(State of incorporation                      (I.R.S. employer
if not a U.S. national bank)                 identification no.)

48 Wall Street, New York, N.Y.               10286
(Address of principal executive offices)     (Zip code)


                         CENTRAL POWER AND LIGHT COMPANY
               (Exact name of obligor as specified in its charter)


Texas                                        74-0550600
(State or other jurisdiction of              (I.R.S. employer
incorporation or organization)               identification no.)

539 North Carancahua Street
Corpus Christi, Texas                        78401-2802
(Address of principal executive offices)     (Zip code)

                             ______________________

               Junior Subordinated Deferrable Interest Debentures
                       (Title of the indenture securities)


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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.

- --------------------------------------------------------------------------------
                  Name                             Address
- --------------------------------------------------------------------------------

Superintendent of Banks of the State of     2 Rector Street, New York,
New York                                    N.Y.  10006, and Albany, N.Y. 12203

Federal Reserve Bank of New York            33 Liberty Plaza, New York,
                                            N.Y.  10045

Federal Deposit Insurance Corporation       Washington, D.C.  20429

New York Clearing House Association         New York, New York  10005

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

         Yes.

2.   Affiliations with Obligor.

     If the obligor is an affiliate of the trustee, describe each such 
     affiliation.

   None.  (See Note on page 3.)

16.  List of Exhibits.

     Exhibits identified in parentheses below, on file with the Commission, are
     incorporated herein by reference as an exhibit hereto, pursuant to Rule 
     7a-29 under the Trust Indenture Act of 1939 (the "Act") and Rule 24 of the 
     Commission's Rules of Practice.

          1.       A copy of the  Organization  Certificate  of The  Bank of New
                   York (formerly Irving Trust Company) as now in effect,  which
                   contains the authority to com- mence  business and a grant of
                   powers to  exercise  corporate  trust  powers.  (Exhibit 1 to
                   Amendment No. 1 to Form T-1 filed with Registration Statement
                   No.  33-6215,  Exhibits  1a and 1b to  Form  T-1  filed  with
                   Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
                   filed with Registration Statement No. 33-29637.)

          4.       A copy of the existing By-laws of the Trustee.  (Exhibit 4 to
                   Form T-1 filed with Registration Statement No. 33-31019.)

          6.       The consent of the Trustee  required by Section 321(b) of the
                   Act. (Exhibit 6 to Form T-1 filed with Registration Statement
                   No. 33-44051.)

          7.       A copy of the  latest  report  of  condition  of the  Trustee
                   published  pursuant  to  law or to  the  requirements  of its
                   supervising or examining authority.








                                      NOTE


         Inasmuch as this Form T-1 is filed prior to the ascertainment by the 
Trustee of all facts on which to base a responsive answer to Item 2, the answer 
to said Item is based on incomplete information.

         Item 2 may, however, be considered as correct unless amended by an 
amendment to this Form T-1.






THIS CONFORMING PAPER FORMAT DOCUMENT IS BEING SUBMITTED PURSUANT TO RULE 901(d)
                               OF REGULATION S-T




                                    SIGNATURE



         Pursuant to the requirements of the Act, the Trustee, The Bank of 
New York, a corporation organized and existing under the laws of the State of 
New York, has duly caused this statement of eligibility to be signed on its 
behalf by the undersigned, thereunto duly authorized, all in The City of 
New York, and State of New York, on the 22nd day of January, 1997.


         THE BANK OF NEW YORK



         By:/s/WALTER N. GITLIN
             Name:  Walter N. Gitlin
             Title: Vice President