Exhibit 25 (b)
                    CONFORMED COPY


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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)


                            ----------------------
    
                        MAUI ELECTRIC COMPANY, LIMITED
                 HAWAIIAN ELECTRIC COMPANY, INC., as guarantor
        (Exact name of each obligor as specified in its charter)      


Hawaii                                                99-0040500
(State or other jurisdiction of                       (I.R.S. employer
incorporation or organization)                        identification no.)

900 Richards Street
Honolulu, Hawaii                                      96813
(Address of principal executive offices)              (Zip code)

                            ----------------------

                               
            Junior Subordinated Deferrable Interest Debentures of 
                        Maui Electric Company, Limited
                 Guarantee by Hawaiian Electric Company, Inc.
                      (Title of the indenture securities)      


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                                      -2-

 
                    CONFORMED COPY


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.

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.


 
                                   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 12th day of March, 1997.


                                       THE BANK OF NEW YORK



                                       By:     /S/MARY LAGUMINA
                                           -------------------------
                                          Name:  MARY LAGUMINA
                                          Title: ASSISTANT VICE PRESIDENT

                                      -4-

 
                                   Exhibit 7

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                      Consolidated Report of Condition of

                             THE BANK OF NEW YORK

                    of 48 Wall Street, New York, N.Y. 10286
                    And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business September 30,
1996, published 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 Thousands
                                         
Cash and balances due from depos-
  itory institutions:
  Noninterest-bearing balances and
  currency and coin......................      $ 4,404,522
  Interest-bearing balances..............          732,833
Securities:
  Held-to-maturity securities............          789,964
  Available-for-sale securities..........        2,005,509
Federal funds sold in domestic offices
of the bank:
Federal funds sold.......................        3,364,838
Loans and lease financing
  receivables:
  Loans and leases, net of unearned
    income ....................28,728,602
  LESS: Allowance for loan and
    lease losses .................584,525
  LESS: Allocated transfer risk
    reserve...........................429
    Loans and leases, net of unearned
    income, allowance, and reserve              28,143,648
Assets held in trading accounts..........        1,004,242
Premises and fixed assets (including
  capitalized leases)....................          605,668
Other real estate owned..................           41,238
Investments in unconsolidated
  subsidiaries and associated
  companies..............................          205,031
Customers' liability to this bank on
  acceptances outstanding................          949,154
Intangible assets........................          490,524
Other assets.............................        1,305,839
                                               -----------
Total assets.............................      $44,043,010
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LIABILITIES
                                         
Deposits:
  In domestic offices....................      $20,441,318
  Noninterest-bearing ..........8,158,472
  Interest-bearing ............12,282,846
  In foreign offices, Edge and
  Agreement subsidiaries, and IBFs.......       11,710,903
  Noninterest-bearing .............46,182
   Interest-bearing ...........11,664,721
Federal funds purchased in
  domestic offices of the
  bank:
  Federal funds purchased................        1,565,288
Demand notes issued to the U.S.
  Treasury...............................          293,186
Trading liabilities......................          826,856
Other borrowed money:
  With original maturity of one year
    or less..............................        2,103,443
  With original maturity of more than
    one year.............................           20,766
Bank's liability on acceptances exe-
  cuted and outstanding..................          951,116
Subordinated notes and debentures........        1,020,400
Other liabilities........................        1,522,884
                                               -----------
Total liabilities........................       40,456,160
                                               -----------
 
EQUITY CAPITAL
Common stock.............................          942,284
Surplus..................................          525,666
Undivided profits and capital
  reserves...............................        2,129,376
Net unrealized holding gains
  (losses) on available-for-sale
  securities.............................           (2,073)
Cumulative foreign currency transla-
  tion adjustments.......................           (8,403)
                                               -----------
Total equity capital.....................        3,586,850
                                               -----------
Total liabilities and equity
  capital............................          $44,043,010
                                               ===========
 

   I, Robert E. Keilman, Senior Vice President and Comptroller of the above-
named bank do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.

                                                            Robert E. Keilman

   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
instructions issued by the Board of Governors of the Federal Reserve System and
is true and correct.


   J. Carter Bacot     )
   Thomas A. Renyi     )     Directors
   Alan R. Griffith    )

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