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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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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BANKERS TRUST COMPANY
(Exact name of trustee as specified in its charter)

NEW YORK 13-4941247
(Jurisdiction of Incorporation or (I.R.S. Employer
organization if not a U.S. national bank) Identification no.)

FOUR ALBANY STREET
NEW YORK, NEW YORK 10006
(Address of principal (Zip Code)
executive offices)

Bankers Trust Company
Legal Department
130 Liberty Street, 31st Floor
New York, New York 10006
(212) 250-2201
(Name, address and telephone number of agent for service)
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ACCEPTANCE INSURANCE COMPANIES INC. AICI CAPITAL TRUST
(Exact name of obligor (Exact name of Co-Registrant
as specified in its charter) as specified in its charter)

DELAWARE 31-074296 DELAWARE Applied for
(State or other (I.R.S. employer (State or other (I.R.S. employer
Incorporation Identification no.) jurisdiction of Identification No.)
incorporation or
organization)

222 S. 15th Street, Suite 600 North c/o ACCEPTANCE INSURANCE COMPANIES INC.

Omaha Nebraska 68102 222 S. 15th Street, Suite 600 North
(Address, including zip code Omaha Nebraska 68102
of principal executive offices) (Address, including zip code of
principal executive offices)

Debt Securities of Acceptance Insurance Companies Inc.
Preferred Securities of AICI Captial Trust
Guarantee of Preferred Securities of AICI Captial Trust
by Acceptance Insurance Companies Inc.
(Title of the indenture securities)

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.

Name Address

Federal Reserve Bank (2nd District) New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
New York State Banking Department Albany, NY

(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.

Item 3. -15. Not Applicable

Item 16. List of Exhibits.

Exhibit 1 - Restated Organization Certificate of Bankers Trust
Company dated August 7, 1990, Certificate of Amendment of the
Organization Certificate of Bankers Trust Company dated June 21,
1995 - Incorporated herein by reference to Exhibit 1 filed with
Form T-1 Statement, Registration No. 33-65171, and Certificate of
Amendment of the Organization Certificate of Bankers Trust
Company dated March 20, 1996, copy attached.

Exhibit 2 - Certificate of Authority to commence business -
Incorporated herein by reference to Exhibit 2 filed with Form T-1
Statement, Registration No. 33-21047.

Exhibit 3 - Authorization of the Trustee to exercise
corporate trust powers - Incorporated herein by reference to
Exhibit 2 filed with Form T-1 Statement, Registration No.
33-21047.

Exhibit 4 - Existing By-Laws of Bankers Trust Company, as
amended on February 18, 1997, Incorporated herein by reference to
Exhibit 4 filed with Form T-1 Statement, Registration No.
333-24509-01.

Exhibit 5 - Not applicable.

Exhibit 6 - Consent of Bankers Trust Company required by
Section 321(b) of the Act. - Incorporated herein by reference to
Exhibit 4 filed with Form T-1 Statement, Registration No.
22-18864.

Exhibit 7 - A copy of the latest report of condition of
Bankers Trust Company dated as of March 31, 1997.

Exhibit 8 - Not Applicable.

Exhibit 9 - Not Applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Bankers Trust Company, 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 4th day
of June, 1997.

BANKERS TRUST COMPANY

By: _______________________________
Matthew Seeley
Vice President

SIGNATURE

BANKERS TRUST COMPANY

By: s/Matthew Seeley/s
Matthew Seeley
Vice President

FFIEC 031

Legal Title of Bank: Bankers Trust Company Call Date: 3/31/97 ST-BK: 36-4840
Address: 130 Liberty Street Vendor ID: D CERT: 00623

City, State ZIP: New York, NY 10006
FDIC Certificate No.: 0 0 6 2 3

Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks March 31, 1997

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, reported the amount outstanding as of the last business day of the
quarter.

Schedule RC--Balance Sheet

C400
Dollar Amounts in Thousands RCFD Bil Mil Thou

ASSETS
1 Cash and balances due from depository institutions (from Schedule RC-A):
a ... Noninterest-bearing balances and currency and coin(1) ............................ 0081 1,589,000 1.a.
b ... Interest-bearing balances(2) ..................................................... 0071 2,734,000 1.b.
2 Securities:
a ... Held-to-maturity securities (from Schedule RC-B, column A) ....................... 1754 0 2.a
b ... Available-for-sale securities (from Schedule RC-B, column D) ..................... 1773 4,433,000 2.b.
3 Federal funds sold and securities purchased under agreements to resell 1350 26,490,000 3
4 Loans and lease financing receivables:
a .... Loans and leases, net of unearned income (from Schedule RC-C) ................RCFD 2122 15,941,000 4.a
b .... LESS: Allowance for loan and lease losses ...................................RCFD 3123 708,000 4.b
c .... LESS: Allocated transfer risk reserve........................................RCFD 3128 0 4.c
d .... Loans and leases, net of unearned income,
allowance, and reserve (item 4.a minus 4.b and 4.c).............................. 2125 15,233,000 4.d
5 Assets held in trading accounts .......................................................... 3545 38,115,000 5.
6 Premises and fixed assets (including capitalized leases) ................................. 2145 924,000 6.
7 Other real estate owned (from Schedule RC-M) ............................................. 2150 188,000 7.
8 Investments in unconsolidated subsidiaries and associated companies
(from Schedule RC-M)...................................................................... 2130 175,000 8.
9 Customers' liability to this bank on acceptances outstanding ............................. 2155 618,000 9.
10 Intangible assets (from Schedule RC-M) ................................................... 2143 17,000 10.
11 Other assets (from Schedule RC-F) ........................................................ 2160 4,424,000 11.
12 Total assets (sum of items 1 through 11) ................................................. 2170 94,940,000 12.
13. Deposits
a. In domestic offices (sum of totals of columns
A and C from Schedule RC-E, part I)............................................ RCON 2200 14,450,000 13.a.
(1) Noninterest-bearing(1) .................................................. RCON 6631 2,917,000 13.a.(1)
(2) Interest-bearing ...........................................................RCON 6636 11,533,000 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries,
and IBFs (from Schedule RC-E part II)............................................RCFN 2200 23,456,000 13.b.
(1) Noninterest-bearing .......................................................RCFN 6631 1,062,000 13.b.(1)
(2) Interest-bearing ..........................................................RCFN 6636 22,394,000 13.b.(2)
14. Federal funds purchased and securities sold under agreements to repurchase RCFD 2800 15,195,000 14
15. a. Demand notes issued to the U.S. Treasury ..........................................RCON 2840 0 15.a.
b. Trading liabilities (from Schedule RC-D)......................................... RCFD 3548 18,911,000 15.b.
16. Other borrowed money: (includes mortgage indebtedness nd obligations under
capitalized leases):
a. With original maturity of one year or less ........................................RCFD 2332 7,701,000 16.a.
b. With original maturity of more than one year ......................................RCFD 2333 4,438,000 16.b.
17. Not applicable 17.
18. Bank's liability on acceptances executed and outstanding ...............................RCFD 2920 618,000 18.
19. Subordinated notes and debentures ......................................................RCFD 3200 1,226,000 19.
20. Other liabilities (from Schedule RC-G) ................................................ RCFD 2930 3,971,000 20.
21. Total liabilities (sum of items 13 through 20) .........................................RCFD 2948 89,966,000 21.
22. Not applicable 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus ..........................................RCFD 3838 600,000 23.
24. Common stock ...........................................................................RCFD 3230 1,002,000 24.
25. Surplus (exclude all surplus related to preferred stock) .............................. RCFD 3839 540,000 25.
26. a. Undivided profits and capital reserves ............................................RCFD 3632 3,241,000 26.a.
b. Net unrealized holding gains (losses) on available-for-sale securities ............RCFD 8434 ( 31,000)26.b.
27. Cumulative foreign currency translation adjustments ....................................RCFD 3284 ( 378,000)27.
28. Total equity capital (sum of items 23 through 27) ......................................RCFD 3210 4,974,000 28.
29. Total liabilities, limited-life preferred stock, and equity capital
(sum of items 21, 22, and 28) ..........................................................RCFD 3300 94,940,000 29

(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.

Memorandum
To be reported only with the March Report of Condition.

1. Indicate in the box at the right the
number of the statement below that
best describes the most comprehensive
level of auditing work performed for
the bank by independent external Number
auditors as of any date during 1996.......... RCFD 6724 1 M.1

1 = Independent audit of the bank conducted in accordance
with generally accepted auditing standards by a certified
public accounting firm which submits a report on the bank
2 = Independent audit of the bank's parent holding company
conducted in accordance with generally accepted auditing
standards by a certified public accounting firm which
submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in
accordance with generally accepted auditing standards by a certified
public accounting firm (may be required by state chartering authority)
4 = Directors' examination of the bank performed by other
external auditors (may be required by state chartering
authority)
5 = Review of the bank's financial statements by external
auditors
6 = Compilation of the bank's financial statements by external
auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work

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(1) Including total demand deposits and noninterest-bearing time and
savings deposits.

State of New York

Banking Department

I, PETER M. PHILBIN, Deputy Superintendent of Bank of the State of New
York, DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF
AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY Under Section
8005 of the Banking Law," dated March 20, 1996, providing for an increase in
authorized capital stock from $1,351,666,670 consisting of 85,166,667 shares
with a par value of $10 each designated as Common Stock and 500 shares with a
par value of $1,000,000 each designated as Series Preferred Stock to
$1,501,666,670 consisting of 100,166,667 shares with a par value of $10 each
designated as Common Stock and 500 shares with a par value of $1,000,000 each
designated as Series Preferred Stock.

Witness, my hand and official seal of the Banking Department
at the City of New York,
this 21st day of March in
the Year of our Lord one thousand nine
hundred and ninety-six.

Peter M. Philbin
Deputy Superintendent of Banks

CERTIFICATE OF AMENDMENT

OF THE

ORGANIZATION CERTIFICATE

OF BANKERS TRUST

Under Section 8005 of the Banking Law

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We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing
Director and an Assistant Secretary of Bankers Trust Company, do hereby certify:

1. The name of the corporation is Bankers Trust Company.

2. The organization certificate of said corporation was filed by the
Superintendent of Banks on the 5th of Mrch, 1903.

3. The organization certificate as heretofore amended is hereby amended to
increase the aggregate number of shares which the corporation shall have
authority to issue and to increase the amount of its authorized capital stock in
conformity therewith.

4. Article III of the organization certificate with reference to the
authorized capital stock, the number of shares into which the capital stock
shall be divided, the par value of the shares and the capital stock outstanding,
which reads as follows:

"III. The amount of capital stock which the corporation is hereafter to
have is One Billion, Three Hundred Fifty One Million, Six Hundred Sixty-Six
Thousand, Six Hundred Seventy Dollars ($1,351,666,670), divided into
Eighty-Five Million, One Hundred Sixty-Six Thousand, Six Hundred
Sixty-Seven (85,166,667) shares with a par value of $10 each designated as
Common Stock and 500 shares with a par value of One Million Dollars
($1,000,000) each designated as Series Preferred Stock."

is hereby amended to read as follows:

"III. The amount of capital stock which the corporation is hereafter to
have is One Billion, Five Hundred One Million, Six Hundred Sixty-Six
Thousand, Six Hundred Seventy Dollars ($1,501,666,670), divided into One
Hundred Million, One Hundred Sixty Six Thousand, Six Hundred Sixty-Seven
(100,166,667) shares with a par value of $10 each designated as Common
Stock and 500 shares with a par value of One Million Dollars ($1,000,000)
each designated as Series Preferred Stock."

6. The foregoing amendment of the organization certificate was authorized
by unanimous written consent signed by the holder of all outstanding shares
entitled to vote thereon.

IN WITNESS WHEREOF, we have made and subscribed this certificate this 20th
day of March , 1996.

James T. Byrne, Jr.

James T. Byrne, Jr.
Managing Director

Lea Lahtinen

Lea Lahtinen
Assistant Secretary

State of New York )
) ss:
County of New York )

Lea Lahtinen, being fully sworn, deposes and says that she is an Assistant
Secretary of Bankers Trust Company, the corporation described in the foregoing
certificate; that she has read the foregoing certificate and knows the contents
thereof, and that the statements herein contained are true.

Lea Lahtinen
------------
Lea Lahtinen

Sworn to before me this 20th day of March, 1996.

Sandra L. West
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Notary Public

SANDRA L. WEST Counterpart filed in the
Notary Public State Office of the Superintendent of
of New York Banks, State of New York,
No. 31-4942101 This 21st day of March, 1996
Qualified in New
York County
Commission Expires
September 19, 1996