Exhibit 25(e)



================================================================================


         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)


 


         CPL CAPITAL II
         (Exact name of obligor as specified in its charter)


Delaware                                    To Be Applied For
(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)

         ______________________

                              Preferred Securities
                       (Title of the indenture securities)


===============================================================================

          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 commence  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.



         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 24th day of March, 1997.


         THE BANK OF NEW YORK



         By:     /S/VIVIAN GEORGES
             Name:  VIVIAN GEORGES
             Title: ASSISTANT VICE PRESIDENT