1
                                                              EXHIBIT 25


                                    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 FIFTH THIRD BANK
              (Exact name of trustee as specified in its charter)

                                      Ohio
            (Jurisdiction of incorporation or organization if not a
                                 national bank)

                                   31-0854433
                      (I.R.S. Employer Identification No.)

                   38 Fountain Square Plaza, Cincinnati, Ohio
                    (Address of principal executive offices)

                                     45263
                                   (Zip Code)

                    Paul L. Reynolds, 5th and Walnut Streets
                    Cincinnati, Ohio, 45263  (513) 579-5300
           (Name, address and telephone number of agent for service)

                    THE CINCINNATI GAS & ELECTRIC COMPANY
              (Exact name of obligor as specified in its charter)

                                    Ohio
         (State or other jurisdiction of incorporation or organization)

                                   31-0240030
                    (I.R.S. Employer Identification No.)

                    139 East Fourth Street, Cincinnati, Ohio
                    (Address of principal executive offices)

                                     45202
                                   (Zip Code)

                                Debt Securities*
                      (Title of the indenture securities)

*Specific title to be determined upon sale(s) of Debt Securities
   2
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.

            Ohio Superintendent of Banks
            State Office Tower
            30 E. Broad Street
            Columbus, Ohio 43215

            Federal Reserve Bank of Cleveland
            East Sixth Street and Superior Avenue
            Cleveland, Ohio 44101

            Federal Deposit Insurance Corporation,
            Washington, D.C.

     (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.    Voting securities of the trustee.

            Furnish the following information as to each class of
voting securities of the trustee:

All of the outstanding voting securities of the trustee are owned
by Fifth Third Bancorp, an Ohio corporation.  Answers to the
following items herein concerning voting securities of the
trustee owned by third parties relate to outstanding voting
securities of Fifth Third Bancorp.  As of March 31, 1995, there
were 65,200,241 shares of no par value common stock of Fifth
Third Bancorp outstanding.  Answers to all other items of this
statement of eligibility on Form T-1 relate to the Trustee only,
and do not contain information regarding Fifth Third Bancorp or
other subsidiaries of Fifth Third Bancorp.
   3
                              As of March 31, 1995



           Col. A.                               Col. B
       Title of Class                     Amount Outstanding
                                              
Capital Stock, par value                         32,000
   $2,200.00 per share



Item  4.  Trusteeships under other indentures.

               If the trustee is a trustee under another
indenture under which any other securities, or certificates of
interest or participation in any other securities, of the obligor
are outstanding, furnish the following information:

          (a)  Title of the securities outstanding under each
such other indenture.


               (1)  State of Ohio Customized Purchase Revenue Bonds,
1985 Series A and B (The Cincinnati Gas & Electric Company Project) 
issued by the Ohio Air Quality Development Authority for the benefit of 
the obligor (the "Customized Bonds"). The interest rate on the Customized 
Bonds is variable and the maturity date is December 1, 2015.

               (2)  Floating Rate Monthly Demand Pollution Control Revenue
Refunding Bonds, Series 1985A (The Cincinnati Gas & Electric Company 
Project) issued by the County of Boone, Kentucky for the benefit of the
obligor (the "Refunding Bonds"). The interest rate on the Refunding
Bonds is variable on a monthly basis and the maturity date is 
August 1, 2013.

          (b)  A brief statement of the facts relied upon as a
basis for the claim that no conflicting interest within the
meaning of Section 310(b)(1) of the Act arises as a result of the
trusteeship under any such other indenture, including a statement
as to how the indenture securities will rank as compared with the
securities issued under such other indenture.

               (1)  There is no default under the indenture for the 
Customized Bonds of which the Trustee has knowledge; therefore, the 
Trustee is aware of no facts which could provide a basis for a claim of
conflicting interest. The securities and the Customized Bonds are
unsecured obligations; however, the Customized Bonds are secured by a 
Letter of Credit issued by a financial institution other than the Trustee.

                (2)  There is no default under the indenture for the 
Refunding Bonds of which the Trustee has knowledge; therefore, the Trustee
is aware of no facts which could proivde a basis for a claim of conflicting
interest. The securities and the Refunding Bonds are unsecured obligations 
of the Obligor; however, the Refunding Bonds are secured by a Letter of Credit
issued by a financial institution other than the Trustee.
   4

Item  5.  Interlocking directorates and similar relationships
with the obligor or underwriters.

               If the trustee or any of the directors or
executive officers of the trustee is a director, officer,
partner, employee, appointee, or representative of the obligor or
of any underwriter for the obligor, identify each such person
having any such connection and state the nature of each such
connection.

               None.

Item  6.  Voting securities of the trustee owned by the obligor
or its officials.

               Furnish the following information as to the voting
securities of the trustee owned beneficially by the obligor and
each director, partner and executive officer of the obligor.

                              As of March 31, 1995

                                                  Col. D
                                            Percentage of voting
 Col. A        Col. B         Col. C.      securities represented
Name of        Title       Amount owned      by amount given in
 Owner        of Class     beneficially            Col. C

None, so far as is known to the trustee.


Item  7.  Voting securities of the trustee owned by underwriters
or their officials.

               Furnish the following information as to the voting
securities of the trustee owned beneficially by each underwriter
for the obligor and each director, partner, and executive officer
of each such underwriter.

                              As of March 31, 1995

                                                  Col. D
                                           Percentage of voting
 Col. A        Col. B         Col. C.      securities represented
Name of        Title       Amount owned      by amount given in
 Owner        of Class     beneficially            Col. C

None, so far as is known to the trustee.


Item  8.  Securities of the obligor owned or held by the trustee.
   5


               Furnish the following information as to securities
of the obligor owned beneficially or held as collateral security
for obligations in default by the trustee.

                              As of March 31, 1995

                                 Col. C
             Col. B          Amount owned
           Whether the        beneficially            Col. D
          securities are       or held as        Percent of Class
 Col. A     voting or      collateral security     represented by
Title of    non-voting       for obligations      amount given in
 Class      securities         in default              Col. C

None.


Item  9.  Securities of underwriters owned or held by the trustee.

               If the trustee owns beneficially or holds as
collateral security for obligations in default any securities of
an underwriter for the obligor, furnish the following information
as to which class of securities of such underwriter any of which
are so owned or held by the trustee.

                              As of March 31, 1995

                                                       Col. D
                                    Col. C             Percent
                                  Amount owned         of Class
    Col. A                    beneficially or held   represented
   Title of       Col. B     as collateral security   by amount
  issuer and      Amount       for obligations in      given in
title of class  outstanding    default by trustee       Col. C.

None, so far as is known to the trustee.


Item  10. Ownership or holdings by the trustee of voting
securities of certain affiliates or security holders of
the obligor.

               If the trustee owns beneficially or holds as
collateral security for obligations in default voting securities
of a person who, to the knowledge of the trustee (1) owns 10
percent or more of the voting securities of the obligor or (2) is
an affiliate, other than a subsidiary, of the obligor, furnish
the following information as to the voting securities of such
person.
   6

                              As of March 31, 1995

                                                       Col. D
                                   Col. C              Percent
                                  Amount owned         of Class
    Col. A                    beneficially or held   represented
   Title of       Col. B     as collateral security   by amount
  issuer and      Amount       for obligations in      given in
title of class  outstanding    default by trustee       Col. C.

None, so far as is known to the trustee.


Item  11. Ownership or holdings by the trustee of any securities
of a person owning 50 percent or more of the voting
securities of the obligor.

               If the trustee owns beneficially or holds as
collateral security for obligations in default any securities of
a person who, to the knowledge of the trustee, owns 50 percent or
more of the voting securities of the obligor, furnish the
following information as to each class of securities of such
person any of which are so owned or held by the trustee.

                              As of March 31, 1995

                                                        Col. D
                                     Col. C             Percent
                                  Amount owned         of Class
    Col. A                     beneficially or held   represented
   Title of       Col. B     as collateral security   by amount
  issuer and      Amount       for obligations in      given in
title of class  outstanding    default by trustee       Col. C.

None, so far as is known to the trustee.



Item  12. Indebtedness of the Obligor to the Trustee

          Except as noted in the instructions, if the obligor is
indebted to the Trustee, furnish the following information:

   Col. A                      Col. B
  Nature of                    Amount                   Col. C
Indebtedness                 Outstanding               Date Due

None.
   7


Item  13. Defaults by the obligor.

          (a)  State whether there is or has been a default with
respect to the securities under this indenture.  Explain the
nature of any such default.

None.


          (b)  If the Trustee is a trustee under another
indenture under which any other securities, or certificates of
interest or participation in any other securities, of the obligor
are outstanding, or is trustee for more than one outstanding
series of securities under the indenture, state whether there has
been a default under any such indenture or series, identify the
indenture or series affected, and explain the nature of any such
default.

None.


Item  14. Affiliations with the Underwriters.

          If any underwriter is an affiliate of the Trustee,
describe each such affiliation.

Not applicable.

Item  15. Foreign Trustee.

          Identify the order or rule pursuant to which the
foreign trustee is authorized to act as sole trustee under
indentures qualified or to be qualified under the Act.


Not applicable.

Item  16. List of Exhibits.

               List below all exhibits filed as a part of this
statement of eligibility.  (Exhibits identified in parentheses,
on file with the Commission, are incorporated herein by reference
as exhibits hereto.)

          (1)  A copy of the Certificate of Incorporation of the
trustee as now in effect.

          (2)  A copy of the certificate of authority of the
trustee to commence business.  (Included in Exhibit 1)

          (3)  A copy of the authorization of the trustee to
exercise corporate trust powers.

          (4)  A copy of the existing code of regulations of the
trustee incorporating amendments to date.
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          (5)  A copy of each indenture referred to in Item 4.

          (6)  The consent of the trustee required by Section 321
(b) of the Trust Indenture Act of 1939.

          (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)  A copy of any order pursuant to which the foreign
trustee is authorized to act as sole trustee under indentures
qualified or to be qualified under the Act.

          (9)  Foreign trustees are required to file a consent to
service of process of Form F-X
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                                   SIGNATURE


          Pursuant to the requirements of the Trust Indenture Act
of 1939, the trustee, The Fifth Third Bank, a corporation
organized and existing under the laws of the State of Ohio, has
duly caused this statement of eligibility and qualification to be
signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Cincinnati and the State of Ohio,
on the 28th day of April, 1995


                                THE FIFTH THIRD BANK



                                By   /s/ Brian J. Gardner
                                   Brian J. Gardner,
                                   Senior Trust Officer
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                              EXHIBIT 1

                    CERTIFICATE OF INCORPORATION
                   OF THE TRUSTEE AS NOW IN EFFECT


                                 [See Attached]
   11
                            CERTIFICATE OF AMENDMENT
                                       TO
                           ARTICLES OF INCORPORATION
                                       OF
                              THE FIFTH THIRD BANK

          George A. Schaefer, Jr., President and Phillip C. Long,
Secretary to The Fifth Third Bank, an Ohio banking corporation,
with its principal office located at Cincinnati, Hamilton County,
Ohio, do hereby certify that a duly called meeting of the Board
of Directors held on May 18, 1993, at which a quorum was present
and at a special meeting of the shareholder on May 18, 1993, the
following resolution to amend the Third Amended Articles of
Incorporation which adopted by affirmative vote of all the
Directors in attendance and by an unanimous vote of the sole
shareholder.

          RESOLVED, that Article FOURTH of the Third Amendment
Articles of Incorporation be and is hereby amended in its
entirety to read as follows:

          FOURTH:  The maximum number of shares with the
corporation is authorized to have outstanding shall be Thirty-Two
Thousand (32,000) shares with a par value of Two Thousand Two
Hundred Dollars ($2,200.00) per share.

          IN WITNESS WHEREOF, said George A. Schaefer, Jr.,
President and Phillip C. Long, Secretary of The Fifth Third Bank,
acting for and on behalf of said corporation have hereunto
subscribed their names this 18th day of May, 1993.


                                /s/ George A. Schaefer, Jr.
                                George A. Schaefer, Jr.,
                                President


Approved this 16th day of June, 1993

    /s/ Alison M. Meeks
Alison M. Meeks, Superintendent


                                /s/ Phillip C. Long
                                Phillip C. Long, Secretary
   12
                    THIRD AMENDED ARTICLES OF INCORPORATION
                                       OF
                              THE FIFTH THIRD BANK

          FIRST:    The name of said Corporation shall be "The
Fifth Third Bank".

          SECOND:   The place in Ohio where its principal office
is to be located is Cincinnati, Hamilton County, and its
principal business there transacted.

          THIRD:    Said Corporation is formed for the purposes
of (a) receiving on deposit or in trust, moneys, securities and
other valuable property, on such terms as may be agreed, and of
doing the business of a savings bank and of a trust company; (b)
of disposing of box vaults for safekeeping of valuables by lease
or otherwise; (c) of investing and loaning the funds of the
company and those received by it on deposit or in trust; (d) of
doing a commercial banking business; and, (e) of doing the
business of a special plan bank, and in furtherance of said
purposes, to exercise all the powers of which may be lawfully
exercised by a corporation formed therefore, and to do all things
necessary to incident thereto.

          FOURTH:   The maximum number of shares which the
corporation is authorized to have outstanding shall be Thirty-Two
Thousand (32,000) shares with a par value of One Thousand Nine
Hundred Dollars ($1,900.00) per share.

          FIFTH:    These Amended Articles of Incorporation
supersede and take the place of the existing Articles of
Incorporation.
   13

                                   EXHIBIT 2

                        CERTIFICATE OF AUTHORITY OF THE
                          TRUSTEE TO COMMENCE BUSINESS
                            (INCLUDED IN EXHIBIT 1)
   14

                                  EXHIBIT 3


                  A COPY OF THE AUTHORIZATION OF THE TRUSTEE
                      TO EXERCISE CORPORATE TRUST POWERS

                                [See Attached]
   15
                                 STATE OF OHIO

                               DIVISION OF BANKS




TO WHOM IT MAY CONCERN:

This is to certify that The Fifth Third Bank, Cincinnati, Ohio,
organized under the laws of the State of Ohio, has complied with
the laws relating to trust companies under Sections 1105.02 and
1109.04 of the Ohio Revised Code and is qualified to exercise
trust powers in Ohio.

Witness my hand and official seal at Columbus, Ohio, this 24th
day of April, 1995.



                                /s/ John K. Bishop
[Seal]                          JOHN K. BISHOP
                                Deputy Superintendent
                                Division of Banks
   16

                                   EXHIBIT 4

     A COPY OF THE EXISTING CODE OF REGULATIONS OF THE TRUSTEE
                 INCORPORATING AMENDMENTS TO DATE

                                 [See Attached]
   17
             Code of Regulations of The Fifth Third Bank

                                   ARTICLE I
                                  STOCKHOLDERS

          Section 1.     Meetings.  The annual meeting of the
Stockholders shall be held at the principal office of the Company
at such hour, as may be fixed in the notice of such meeting, and
on such date, not earlier than the second Tuesday of January or
later than the third Tuesday of April of each year, as shall be
fixed by the Board of Directors and communicated in writing to
the Shareholders not later than twenty (20) days prior to such
meeting.

          Section 2.     Quorum.  Stockholders, whether in person
or by lawful proxies, representing a majority in amount of the
outstanding stock of the Company, shall constitute a quorum at
any stockholders' meeting.  If there be less than a majority in
amount of such stock at any meeting, the meeting may be adjourned
from time to time.

                                   ARTICLE II
                                   DIRECTORS

          Section 1.     Number.  The Board of Directors shall be
composed of eighteen (18) persons unless this number is changed
by:  (1) the Shareholders in accordance with the laws of Ohio or
(2) the vote of a majority of the Directors in office.  The
Directors may increase the number to not more than twenty-four
(24) persons and may decrease the number to not less than fifteen
(15) persons.  Any Director's office created by the Directors by
reason of an increase in their number may be filled by action of
a majority of the Directors in office.

          Section 2.     Term.  Directors shall hold office until
the expiration of the term for which they were erected, and shall
continue in office until their respective successors shall have
been duly elected and qualified.

          Section 3.     Qualifications and Compensation.  No
person shall serve as a Director who is not the owner of record
of at least Five Hundred ($500.00) Dollars par value of stock of
the Company.  Each Director shall be entitled to receive such
compensation for attendance at meetings of the Board of Directors
of Committees thereof as the Board of Directors may, from time to
time, fix.

          Section 4.     Replacement or Removal.  Directors may
be replaced or removed as provided by Ohio Law, provided that
Directors may be removed without cause only by an affirmative
vote of not less than two-thirds (2/3) of the outstanding shares
of the Company.
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          Section 5.     Vacancies.  Any vacancy occurring in the
Board of Directors may be filled by the Board of Directors until
an election to fill such vacancy is had.

          Section 6.     Quorum.  A majority of the whole
authorized number of Directors, as the same shall be established
from time to time in accordance with Section 1 of this Code of
Regulations, shall constitute a quorum for a meeting of the
Directors, except that a majority of the Directors in office
constitute a quorum for the filling of a vacancy or vacancies of
the Board.

          Section 7.     Election of Officers.  The Board of
Directors at the first meeting after the election of Directors
may elect one of its own number Chairman of the Board and one of
its own number Vice Chairman of the Board; and it shall elect one
of its own number President.  It may also elect one or more vice
presidents (one or more of whom may be designated Executive Vice
President and/or Senior Vice President and/or Vice President and
Trust Officer), a Cashier, a Secretary, and a Treasurer, and it
may appoint such other officers as the Board may deem advisable.
Any two of said offices may be held by the same person.  Officers
so elected shall hold office during the term of the Board by whom
they are elected, subject to the power of the Board to remove
them at its discretion.  They shall be bonded in such amount and
with such survey or sureties as the Board of Directors shall
require.

          Section 8.     Meetings of the Board.  Regular meetings
of the Board of Directors shall be held on the third Tuesday of
each month, or at such other times as may be determined by the
Board of Directors.  Except as otherwise provided by law, any
business may be transacted at any regular meeting of the Board of
Directors.  Special meetings shall be held upon the call of the
Chairman of the Board, if one be elected, or by the President, or
in their absence, by a Vice President or any three (3) Directors.

          Section 9.     Notice of Meetings.  The Secretary shall
give notice of each meeting of the Board of Directors, whether
regular or special, to each member of the Board.

          Section 10.    Committees.

          Section 10.1   Executive Committee.  The Board of
Directors shall appoint any Executive Committee consisting of at
least three (3) members, all of whom may be members of the Board
of Directors, or at least one (1) of whom shall be a Director,
the remainder to be officers of the Bank.  Such Executive
Committee shall serve until their successors are appointed.  A
majority of the members of said Committee shall constitute a
quorum.  The Executive Committee shall conduct the business of
the Company and shall have all the powers of the Board of
Directors when said Board is not in session, except that of
declaring a dividend.  The Secretary of the Company shall keep a
record of the Committee's proceedings, which, signed by the
Chairman of the

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Committee, shall be presented at the meetings of the 
Committee and at the meetings of the Board of Directors.

          Section 10.2   Other Committees.  The Board of
Directors shall appoint a Trust Committee of which the Vice
President and Trust Officer and at least three (3) of its members
who are not officers of the Company shall be members.  The Vice
President and Trust Officer shall be Chairman of the Trust
Committee.  In addition thereto, the Chairman of the Board, Chief
Executive Officer, may appoint such additional Committees, by and
with the approval of the Board of Directors, as may be deemed
desirable or necessary.

          Each such Committee, so appointed, shall have such
powers and perform such duties, not inconsistent with law, as may
be delegated to it by the Board of Directors.

          Section 11.    Indemnification.  The Company shall
indemnify each Director and each Officer of the Company, and each
person employed by the Company who serves at the written request
of the President of the Company as a director, trustee, officer,
employee or agent of another corporation, domestic or foreign,
non-profit or for profit, partnership, joint venture, trust or
other enterprise, to the full extent permitted by Ohio law.
The term "Officer" as used in this Section shall include the
Chairman of the Board and the Vice Chairman of the Board if such
offices are filled, the President, each Vice President, the
Treasurer, the Secretary, the Cashier, the Controller, the
Auditor, the Counsel and any other person who is specifically
designated as an "Officer" within the operation of this Section
by action of the Board of Directors.  The Company may indemnify
assistant Officers, employees and others by action of the Board
of Directors to the extent permitted by Ohio law.

                                  ARTICLE III
                                    OFFICERS

          Section 1.     Powers and Duties.  The Chairman of the
Board if the office be filled, otherwise the Vice Chairman of the
Board, if the office be filled, otherwise the President shall
preside at all meetings of the Stockholders, the Board of
Directors, and the supervision and control over the business of
the Company and shall serve at the pleasure of the Board of
Directors.  In the absence or disability of any of the foregoing
officers, their respective duties shall be performed by the
Chairman of the Board, the Vice Chairman of the Board, the
President, or by a Vice President specifically designated by the
Board of Directors, in the order named.
   20

          The Secretary, or in his absence or disability, the
Assistant Secretary, shall act, ex officio, as Secretary of all
meetings of the Stockholders, the Board of Directors and the
Executive Committee.  The other officers of the Company shall
have such powers and duties as usually and customarily attach to
their offices.

                                   ARTICLE IV
                             CERTIFICATES OF STOCK

          Section 1.     Form.  Certificates for shares of stock
shall be signed by the Chairman of the Board, or by the
President, or by one of the Vice Presidents, and by the Secretary
or Treasurer or by the Cashier or an Assistant Cashier, shall
contain such statements as are required by law, and shall
otherwise be in such form as the Board of Directors may, from
time to time, require.

          Section 2.     Transfers.  Shares shall be transferable
on the books of the Company by the holders thereof in person or
by duly authorized attorney upon surrender of the certificates
therefor with duly executed assignment endorsed thereon or
attached thereto.

          Section 3.     Closing of Transfer Books.  The books
for transfer of the stock of the Company shall be closed for at
least five (5) days preceding the annual meeting of stockholders,
and may be closed by order of the Board of Directors, or
Executive Committee, for a like period before any other meeting
of the Stockholders.

                                   ARTICLE V
                                   AMENDMENTS

          These regulations may be changed, and new regulations
adopted by the assent thereto in writing of two-thirds (2/3) of
the Stockholders of the Company in number an in amount; or by a
majority of such Stockholders in number and in amount, at a
meeting held for that purpose, notice of which has been given by
the President, the Secretary, or any two (2) Directors personally
or by written notice, to each Stockholders, and by publication
once a week for four (4) consecutive weeks in some newspaper of
general circulation in Hamilton County, Ohio, or in such other
manner as may then be authorized by the laws of Ohio.
   21

                                   EXHIBIT 5


           A COPY OF EACH INDENTURE REFERRED TO IN ITEM 4

                           (NOT APPLICABLE)
   22
                                   EXHIBIT 6

       THE CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321 (B)
                OF THE TRUST INDENTURE ACT OF 1939

                                 [See Attached]
   23
                             EXHIBIT 6 TO FORM T-1

                              CONSENT OF TRUSTEE

          Pursuant to the requirements of Section 321(b) of the
Trust Indenture Act of 1939 in connection with the proposed
issuance of Debt Securities of The Cincinnati Gas & Electric
Company, The Fifth Third Bank hereby consents that reports of
examination by Federal, State, Territorial or District
Authorities may be furnished by such authorities to the
Securities and Exchange Commission upon request therefor.


                               THE FIFTH THIRD BANK



                                By   /s/ Brian J. Gardner
                                   Brian J. Gardner,
                                   Senior Trust Officer
   24
                                   EXHIBIT 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

                            [See Attached]
   25
REPORT OF CONDITION

Consolidated Report of Condition of FIFTH THIRD BANK of
CINCINNATI, OHIO and Foreign and Domestic Subsidiaries, a member
of the Federal Reserve System, at the close of business on
December 31, 1994, published in accordance with a call made by
the Federal Reserve Bank of this District pursuant to the
provisions of the Federal Reserve Act.

ASSETS


                                                       Thousands
                                                       of Dollars
                                                    
Cash and balances due from depository institutions:
  Noninterest-bearing balances and
  currency and coin                                       548,747
  Interest-bearing balances                                10,099
Held-to-maturity securities                               966,723
Available-for-sale securities                             323,533
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 IBFs:
  Federal Funds sold                                      908,008
  Securities purchased under agreements to resell               0
Loans and leases financing receivables:
  Loans and leases, net of unearned income              5,519,416
  LESS: Allowance for loan and leases losses               77,412
  LESS: Allocated transfer risk reserve                         0
  Loans and leases, net of unearned income, allowance,
  and reserve                                           5,442,004
Assets held in trading accounts                                 0
Premises and fixed assets (including capitalized leases)   94,951
Other real estate owned                                     3,446
Investments in unconsolidated subsidiaries and
  associated companies                                          0
Customers' liability to this bank on
  acceptances outstanding                                  29,792
Intangible assets                                          16,066
Other assets                                              125,744
Total assets                                            8,469,113

LIABILITIES

Deposits:
  In domestic offices                                   4,572,229
  Noninterest-bearing                                   1,124,178
  Interest-bearing                                      3,448,051
In foreign offices, Edge and Agreement subsidiaries,
  and IBFs:                                             1,073,425
  Noninterest-bearing                                           0
  Interest-bearing                                      1,073,425
Federal funds purchased and securities sold under agreements
  to repurchase in domestic offices of the bank and of its

   26

                                                      
  Edge and Agreement subsidiaries, and in IBFs:
  Federal funds purchased                                 852,873
  Securities sold under agreements to repurchase          113,106
Demand notes issued to the U.S. Treasury                   43,433
Trading liabilities                                             0
Other borrowed money:                                  
  With original maturity of one year or less              883,841
  With original maturity of more than one year                  0
Mortgage indebtedness and obligations under
  capitalized leases                                            0
Bank's liability on acceptances executed and outstanding   29,792
Subordinated notes and debentures                         135,000
Other liabilities                                         172,875
Total liabilities                                       7,876,574
Limited-life preferred stock and related surplus                0

EQUITY CAPITAL

Perpetual preferred stock and related surplus                   0
Common stock                                               70,400
Surplus                                                   110,854
Undivided profits and capital reserves                    421,940
Net unrealized holding gains (losses) on
  available-for-sale securities                           (10,655)
Cumulative foreign currency translation adjustments             0
Total equity capital                                      592,539
Total liabilities, limited-life preferred stock,
  and equity capital                                    8,469,113

   27
                                   EXHIBIT 8


A COPY OF ANY ORDER PURSUANT TO WHICH THE FOREIGN TRUSTEE IS
AUTHORIZED TO ACT AS SOLE TRUSTEE UNDER INDENTURES QUALIFIED OR
TO BE QUALIFIED UNDER THE ACT


                                (NOT APPLICABLE)
   28
                                   EXHIBIT 9


    FOREIGN TRUSTEES ARE REQUIRED TO FILE A CONSENT TO SERVICE OF
                           PROCESS OF FORM F-X


                             (NOT APPLICABLE)