Exhibit 25(a)
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) ____________
_________________
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(Jurisdiction of incorporation (I.R.S. Employer
if not a U.S. national bank) Identification No.)
48 Wall Street, New York, New York 10286
(Address of principal executive offices) (Zip code)
_________________
MONTANA POWER CAPITAL I
(Exact name of obligor as specified in its charter)
Delaware To Be Applied For
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
40 East Broadway
Butte, Montana 59701-9394
(Address of principal executive offices) (Zip code)
_________________
MONTANA POWER CAPITAL I [ ]% CUMULATIVE QUARTERLY INCOME
PREFERRED SECURITIES, SERIES A*
(Title of the indenture securities)
------------------
*Specific title to be determined in connection with sale of
Montana Power Capital I [ ]% Cumulative Quarterly Income
Preferred Securities, Series A.
ITEM 1. GENERAL INFORMATION.
------------------
*Pursuant to General Instruction B, the Trustee has
responded only to Items 1, 2 and 16 of this form since to the
best of the knowledge of the Trustee the obligor is not in
default under any indenture under which the Trustee is a trustee.
Furnish the following information as to the Trustee:
(a) Name and address of each examining or supervising
authority to which it is subject.
Superintendent of Banks of the 2 Rector Street, New York,
State of New York N.Y. 10006 and Albany, N.Y.
Federal Reserve Bank of New York 12203
Federal Deposit Insurance 33 Liberty Plaza, New York,
Corporation N.Y. 10045
New York Clearing House 550 17th Street, N.W.,
Washington, D.C. 20429
New York, N.Y.
(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. (See Note on page 2.)
ITEM 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 being 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 16th day of October, 1996.
THE BANK OF NEW YORK
By: /s/ ROBERT E. PATTERSON III
-----------------------------
Robert E. Patterson III
Assistant Vice President
EXHIBIT 7
(Page 1 of 3)
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 June 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
in Thousands
---------------
ASSETS
------
Cash and balances due from
depository institutions:
Noninterest-bearing balances and
currency and coin . . . . . . $ 3,650,068
Interest-bearing balances . . . 738,260
Securities:
Held-to-maturity securities . . 784,969
Available-for-sale securities . 2,033,407
Federal funds sold and securities
purchased under agreements to
resell in domestic offices of
the bank:
Federal funds sold . . . . . . 3,699,232
Securities purchased under
agreements to resell . . . . . 20,000
Loans and lease financing
receivables:
Loans and leases, net of
unearned income . . . . . . . . 28,109,045
LESS: Allowance for loan and
lease losses . . . . . . . . 586,658
LESS: Allocated transfer risk
reserve . . . . . . . . . . . 429
Loans and leases, net of
unearned income, allowance,
and reserve . . . . . . . . . 27,521,958
Assets held in trading accounts . 678,844
Premises and fixed assets
(including capitalized leases) 608,217
Other real estate owned . . . . . 50,599
Investments in unconsolidated
subsidiaries and associated
companies . . . . . . . . . . . 235,670
Customers' liability to this bank
on acceptances outstanding . . 904,948
Intangible assets . . . . . . . . 450,230
Other assets . . . . . . . . . . 1,299,464
-----------
Total assets . . . . . . . . . . $42,675,866
===========
EXHIBIT 7
(Page 2 of 3)
LIABILITIES
-----------
Deposits:
In domestic offices . . . . . . $19,223,050
Noninterest-bearing . . . . . . 7,675,758
Interest-bearing . . . . . . . 11,547,292
In foreign offices, Edge and
Agreement subsidiaries, and
IBFs . . . . . . . . . . . . 11,527,685
Noninterest-bearing . . . . . . 48,502
Interest-bearing . . . . . . . 11,479,183
Federal funds purchased and
securities sold under agreements
to repurchase in domestic
offices of the bank and of its
Edge and Agreement subsidiaries,
and in IBFs:
Federal funds purchased . . . . 1,498,351
Securities sold under agreements
to repurchase . . . . . . . . 126,974
Demand notes issued to the U.S.
Treasury . . . . . . . . . . . 231,865
Trading liabilities . . . . . . . 479,390
Other borrowed money:
With original maturity of one
year or less . . . . . . . . 2,521,578
With original maturity of more
than one year . . . . . . . . 20,780
Bank's liability on acceptances
executed and outstanding . . . 905,850
Subordinated notes and debentures 1,020,400
Other liabilities . . . . . . . . 1,543,657
-----------
Total liabilities . . . . . . . . 39,099,580
-----------
EQUITY CAPITAL
--------------
Common stock . . . . . . . . . . 942,284
Surplus . . . . . . . . . . . . . 525,666
Undivided profits and capital
reserves . . . . . . . . . . . 2,124,231
Net unrealized holding gains
(losses) on available-for-sale
securities . . . . . . . . . . ( 8,063)
Cumulative foreign currency
translation adjustments . . . . ( 7,832)
Total equity capital . . . . . . 3,576,286
-----------
Total liabilities and equity $42,675,866
capital . . . . . . . . . . . . ===========
EXHIBIT 7
(Page 3 of 3)
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 )
Alan R. Griffith ) Directors
Thomas A. Renyi )