___________________________________________________________________
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) ________
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CHEMICAL BANK
(Exact name of trustee as specified in its charter)
New York 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 Park Avenue
New York, New York 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
_____________________________________________
CITIZENS UTILITIES COMPANY
(Exact name of obligor as specified in its charter)
Delaware 06-0619596
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
High Ridge Park, Bldg.3
P.O. Box 3801
Stamford, Connecticut 06905
(Address of principal executive offices) (Zip Code)
___________________________________________
% Convertible Subordinated Debentures
Convertible Preferred Securities Guarantee
Partnership Preferred Securities Guarantee
(Title of the indenture securities)
____________________________________________________
GENERAL
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.
New York State Banking Department, State House, Albany, New
York 12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C.,
20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
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Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of
Amendment dated February 17, 1969, August 31, 1977, December 31, 1980,
September 9, 1982, February 28, 1985 and December 2, 1991 (see Exhibit 1
to Form T-1 filed in connection with Registration Statement No. 33-50010,
which is incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 33-84460,
which is incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement
No. 33-50010, which is incorporated by reference).
7. A copy of the latest report of condition of the Trustee,
published pursuant to law or the requirements of its supervising or
examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, Chemical Bank, 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 13th
day of October, 1995.
CHEMICAL BANK
By \s\ Thomas J. Foley
___________________
Thomas J. Foley
Vice President
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Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
Chemical Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 1995, in
accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal
Reserve Act.
Dollar Amounts
ASSETS in Millions
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin .........................................$ 5,573
Interest-bearing balances ....................................2,681
Securities: ..........................................
Held to maturity securities.....................................6,027
Available for sale securities..................................18,304
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold ...........................................1,516
Securities purchased under agreements to resell ................287
Loans and lease financing receivables:
Loans and leases, net of unearned income $73,829
Less: Allowance for loan and lease losses 1,885
Less: Allocated transfer risk reserve ... 104
------
Loans and leases, net of unearned income,
allowance, and reserve ......................................71,840
Trading Assets ................................................25,315
Premises and fixed assets (including capitalized
leases).......................................................1,395
Other real estate owned ...........................................69
Investments in unconsolidated subsidiaries and
associated companies............................................158
Customer's liability to this bank on acceptances
outstanding ..................................................1,120
Intangible assets ................................................484
Other assets ...................................................7,254
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TOTAL ASSETS ................................................$142,023
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LIABILITIES
Deposits
In domestic offices ....................................$46,128
Noninterest-bearing ........................$16,282
Interest-bearing ............................29,846
------
In foreign offices, Edge and Agreement subsidiaries,
and IBF's ...............................................30,833
Noninterest-bearing ........................$ 199
Interest-bearing ........................... 30,634
------
Federal funds purchased and securities sold under agree-
ments to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased ................................16,779
Securities sold under agreements to repurchase ............810
Demand notes issued to the U.S. Treasury ..................1,001
Trading liabilities ......................................20,888
Other Borrowed money:
With original maturity of one year or less ..............6,505
With original maturity of more than one year ..............602
Mortgage indebtedness and obligations under capitalized
leases .....................................................18
Bank's liability on acceptances executed and outstanding...1,126
Subordinated notes and debentures .........................3,411
Other liabilities .........................................6,287
TOTAL LIABILITIES .......................................134,388
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EQUITY CAPITAL
Common stock ................................................620
Surplus ...................................................4,524
Undivided profits and capital reserves ....................2,724
Net unrealized holding gains (Losses)
on available-for-sale securities ...........................(241)
Cumulative foreign currency translation adjustments ...........8
TOTAL EQUITY CAPITAL ......................................7,635
______
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL .............................$142,023
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I, Joseph L. Sclafani, S.V.P. & Controller of the
above-named bank, do hereby declare that this Report of
Condition has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true to the best of my knowledge and
belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.
WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
WILLIAM B. HARRISON )
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