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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.
 
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                  Name                                        Address
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         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 April 7, 1997.


         THE BANK OF NEW YORK



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