1
EXHIBIT 25.1

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) ___

----------

FIRST CHICAGO TRUST COMPANY OF NEW YORK
(Exact name of trustee as specified in its charter)

A New York Trust Company 13-3340857
(I.R.S. employer
identification number)

14 Wall Street, New York, New York 10005
(Address of principal executive offices) (Zip Code)

First Chicago Trust Company of New York
14 Wall Street
New York, New York 10005
Attn: Steven M. Wagner, Vice President (312) 407-1819
(Name, address and telephone number of agent for service)

----------

THE DETROIT EDISON COMPANY
(Exact name of obligor as specified in its charter)

Michigan 38-0478650
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)

2000 2nd Avenue
Detroit, Michigan 48226-1279
(Address of Principal (Zip Code)
executive offices)

GENERAL AND REFUNDING MORTGAGE BONDS
(Title of 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.

State of New York Banking Department, New York, New York;
The Board of Governors of the Federal Reserve System,
Washington, D. C.

(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

The trustee is authorized to exercise corporate trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE
TRUSTEE, DESCRIBE EACH SUCH AFFILIATION.

No such affiliation exists with the trustee.

ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS
STATEMENT OF ELIGIBILITY.

1. A copy of the restated organization certificate of the trustee
now in effect.

2. A copy of the certificate of authority of the trustee to commence
business.

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

4. A copy of the existing by-laws of the trustee.

5. Not Applicable.

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

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

Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, First Chicago Trust Company of New York, a trust
company, 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 Chicago and State of Illinois, on the 13th day of June, 2001.

FIRST CHICAGO TRUST COMPANY OF NEW YORK

By: /s/ Steven M. Wagner
Steven M. Wagner
Vice President

EXHIBIT 1

A COPY OF THE RESTATED ORGANIZATION
CERTIFICATE OF THE TRUSTEE

State of New York,

Banking Department

I, DONALD J. KAVANAGH, Deputy Superintendent of Banks of the State of
New York, DO HEREBY APPROVE the annexed certificate entitled "RESTATED
ORGANIZATION CERTIFICATE OF FIRST CHICAGO TRUST COMPANY OF NEW YORK UNDER
SECTION 8007 OF THE BANKING LAW," dated May 31, 1989.

WITNESS, my hand and official seal of the Banking Department at the City of New
York, this 30th day of April in the Year of our Lord one thousand nine hundred
and ninety.

/s/ Donald J. Kavanaugh
Deputy Superintendent of Banks

RESTATED ORGANIZATION CERTIFICATE OF
FIRST CHICAGO TRUST COMPANY OF NEW YORK
UNDER SECTION 8007 OF THE BANKING LAW

WE, the undersigned, being DONALD R. HOLLIS, Executive Vice
President of FIRST CHICAGO CORPORATION, and LORNE H. PRICE, President of FIRST
CHICAGO TRUST COMPANY OF NEW YORK (formerly known as MORGAN SHAREHOLDER SERVICES
TRUST COMPANY), a New York limited-purpose trust company, do hereby certify:

1. The name of the corporation is First Chicago Trust Company
of New York. The name under which the corporation was formed is Morgan
Shareholder Services Trust Company.

2. The Organization Certificate of the corporation was filed
by the Superintendent of Banks of the State of New York on December 12, 1985.

3. Article First of the Organization Certificate provides:

"That the name by which the corporation is to be known is
MORGAN SHAREHOLDER SERVICES TRUST COMPANY."

4. Article First of the Organization Certificate is hereby
amended to read as follows:

"That the name by which the corporation is to be known is
FIRST CHICAGO TRUST COMPANY OF NEW YORK."

5. The foregoing amendment was authorized by votes of each of
the Board of Directors of First Chicago Trust Company of New York and the Board
of Directors of Morgan Shareholder Services Trust Company held on May 31, 1989,
approving the Plan of Merger between First Chicago Trust Company of New York and
Morgan Shareholder Services Trust Company, which Plan of Merger contained the
foregoing amendment.

6. The sole shareholder of the corporation consented to the
foregoing amendment by written consent dated May 31, 1989 pursuant to Section
6015 of the New York Banking Law.

7. The text of the Organization Certificate, as amended
heretofore, is hereby restated as amended to read as herein set forth in full:

ORGANIZATION CERTIFICATE
OF
"FIRST CHICAGO TRUST COMPANY OF NEW YORK"

We, the undersigned all being of full age, each of us being
citizens of the United States and having associated ourselves together
for the purpose of forming a Trust Company under and pursuant to the
Banking Law of the State of New York, do hereby certify:

FIRST. That the name by which the corporation is to be known
is FIRST CHICAGO TRUST COMPANY OF NEW YORK.

SECOND. That the place where its principal office is to be
located is 30 West Broadway, New York, New York 10015.

THIRD. That the amount of its capital stock is to be One
Million Dollars ($1,000,000) and the number of shares into which such
capital stock is to be divided is 10,000 with a par value of $100 each.

FOURTH. The shares are not to be classified as preferred and
common.

If the shares are to be so classified,

(a) The number and par value of shares to be included in each
class are as follows:
-------------------------------------------------

(b) All the designations, preferences, privileges and voting
powers of the shares of each class, and the restrictions or
qualifications thereof are as follows:
--------------------------------

(c) The number of shares of common stock which are to be
reserved for issuance exchange for preferred shares or otherwise to
replace any capital stock represented by preferred shares is none.

FIFTH. The name, place of residence and citizenship of each
incorporator, and the number of shares subscribed for by each are:

No. of
Full Name Residence *Citizenship Shares
--------- --------- ------------ ------

John M. Stadter 39 East 72nd Street, #2F New York --
New York, NY 10021

Thomas W. Stanley 104 Fisher Road New Jersey --
Mahwah, NJ 07430

James C.P. Berry 10 West 65th Street New York --
New York, NY 10023

- ----------

*IF A CITIZEN OF NEW YORK OR A CONTIGUOUS STATE, INSERT NAME OF SUCH STATE.

James T. Flynn 169 West End Avenue New Jersey --
Ridgewood, NJ 07450

Peter B. Smith 136 East 79th Street New York --
New York, NY 10021

Ralph M. Mastrangelo 813 Tequesta Drive New Jersey --
Franklin Lakes, NJ 07417

John T. Lane 94 Sixth Street New York --
Garden City, NY 11530

SIXTH. The term of existence of the corporation is to be
perpetual.

SEVENTH. The number of directors is to be not less than five
nor more than fifteen.

EIGHTH. The names of the incorporators who shall be the
directors until the first annual meeting of stockholders are:

John M. Stadter
Thomas W. Stanley
James C.P. Berry
James T. Flynn
Peter B. Smith
Ralph M. Mastrangelo
John T. Lane

NINTH. The Corporation is to exercise the powers conferred by
Section 100 of the Banking Law. The Corporation shall neither accept
deposits nor make loans except for deposits and loans arising directly
from the exercise of the fiduciary powers specified in Section 100 of
the Banking Law.

IN WITNESS WHEREOF, we have made, signed and acknowledged this
certificate in duplicate this 31st day of May, 1989.

/s/
--------------------------------
Donald R. Hollis
Title: Executive Vice President
First Chicago Corporation

/s/
--------------------------------
Lorne H. Price
Title: President
First Chicago Trust
Company of New York

EXHIBIT 2

A COPY OF THE CERTIFICATE OF AUTHORITY
OF THE TRUSTEE TO COMMENCE BUSINESS

STATE OF NEW YORK,

BANKING DEPARTMENT

I, GEORGE BENCZAK, Deputy Superintendent of Banks of the State
of New York, DO HEREBY CERTIFY:

THAT, FIRST CHICAGO TRUST COMPANY OF NEW YORK is a corporation
duly organized and existing under the laws of the State of New York and has its
principal office and place of business at 14 Wall Street, New York, New York.

THAT, FIRST CHICAGO TRUST COMPANY OF NEW YORK is validly
existing as a banking organization under the Banking Law of the State of New
York. The authorization certificate of such corporation has not been revoked or
suspended and such corporation is a subsisting trust company under the
supervision of this Department.

The powers of such corporation are subject to certain
restrictions in its organization certificate.

WITNESS, my hand and official seal of the Banking Department at the City of New
York, this 27th day of June in the Year of our Lord one thousand nine hundred
and ninety-four.

George Benczak
-------------------------------
Deputy Superintendent of Banks.

EXHIBIT 3

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

STATE OF NEW YORK,

BANKING DEPARTMENT

I, GEORGE BENCZAK, Deputy Superintendent of Banks of the State
of New York, DO HEREBY CERTIFY:

The powers of such corporation are subject to certain
restrictions in its organization certificate.

WITNESS, my hand and official seal of the Banking Department at the City of New
York, this 27th day of June in the Year of our Lord one thousand nine hundred
and ninety-four.

George Benczak
-----------------------------------
Deputy Superintendent of Banks.

EXHIBIT 4

A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE

BY-LAWS

FIRST CHICAGO TRUST COMPANY OF NEW YORK

----------

As amended to July 25, 1989

BY-LAWS

First Chicago Trust Company of New York

ARTICLE I

Stockholders

SECTION 1.1. Annual Meeting. The annual meeting of the stockholders of
the Company shall be held in the Borough of Manhattan, City of New York, on the
third Tuesday of March of each year at 1l o'clock A.M., New York City time, for
the election of Directors and such other business as may properly come before
the meeting. Written notice of the time, place and purpose or purposes of such
meeting shall be given not less than 10 nor more than 40 days before said
meeting signed by the President or a Vice President or the Secretary or an
Assistant Secretary, to each stockholder of record entitled to vote at such
meeting at his address as it appears on the stock book

of the Company, unless he shall have filed with the Secretary a written request
that notices intended for him or her be mailed to some other address, in which
case it shall be mailed to the address designated in such request. Notice shall
not be required to be given to any stockholder who shall attend such meeting in
person or by proxy, or who shall waive such notice in writing.

SECTION 1.2. Special Meetings. Special meetings of the stockholders may
be called by the Chairman of the Board, the President of the Board or the Board
of Directors and shall be held at the principal offices of the Company on such
date and at such time as the Chairman, the President or the Board of Directors
shall fix. Notice of any special meeting, stating the time, place and purpose or
purposes thereof, shall be given in the manner provided in Section 1.1 for the
calling of annual meetings of stockholders.

SECTION 1.3. Quorum. At all meetings of stockholders, unless otherwise
provided by law, stockholders of a majority of the capital stock of the Company,
present either in person or by proxy, shall constitute a quorum, but less than a
quorum shall have power to adjourn any meeting to another place, date or time.
Except as otherwise provided by law, a majority of the quorum at a meeting,
voting either in person or by proxy, shall decide any question brought before
such meeting.

SECTION 1.4. Organization. The Chairman of the Board, or in his
absence, the President, shall preside at all meetings of stockholders, and the
order in which the business thereof shall be disposed of, in the absence of a
contrary vote by stockholders owning a majority of the capital stock of the
Company present and voting at the meeting, whether in person or by proxy, shall
be determined by the presiding officer. In the absence of the Secretary of the
Company, the secretary of the meeting shall be such person as the presiding
officer shall appoint.

SECTION 1.5. Conduct of Business. The presiding officer of any meeting
of stockholders shall determine the order of business and the procedure of the
meeting, including such regulation of the manner of voting and the conduct of
discussion as seem to him in order.

SECTION 1.6. Proxies and Voting. At any meeting of the stockholders,
every stockholder entitled to vote may vote in person or by proxy authorized by
an instrument in writing filed in accordance with the procedure established for
the meeting. All voting, including on the election of directors but excepting
where otherwise required by law, may be by a voice vote; provided, however, that
upon demand therefor by a stockholder, a stock vote by ballot shall be taken.
Every vote taken by ballots shall be counted by an inspector or inspectors
appointed by the presiding officer of the meeting. All meetings and other
matters shall be determined by a majority of votes cast.

ARTICLE II

Board of Directors

SECTION 2.1. Number. The affairs of the Company shall be managed and
its corporate powers exercised by a Board of Directors which shall consist of
not less than 7 nor more than 15 members. The Board shall from time to time by
vote of a majority of Directors then in office fix the number of Directors
within the maximum and minimum limits. The initial members of the Board of
Directors of the Company, including the Chairman of the Board, shall be elected
by the majority vote of the incorporators of the Company, who shall consider the
matter at the organizational meeting of the incorporators. Such Directors shall
hold office until the first annual meeting of the stockholders and until their
successors have been duly elected and qualified.

SECTION 2.2. Term of Office. At each annual meeting of stockholders
each of the Directors shall be elected to serve until the next annual meeting of
stockholders and until his successor shall have been elected and shall have
qualified. If the office of any Director becomes vacant by reason of death,
resignation, disqualification, removal or other cause, a majority of the
Directors remaining in office, although less than a quorum, may elect a
successor for the unexpired term and until his successor is elected and
qualified.

SECTION 2.3. Regular Meetings. The Board of Directors shall hold
regular meetings for business, of which meetings no notice shall be required, on
the fourth Tuesday of each month, other than the month of August when the
Executive Committee shall meet on the 4th Tuesday, at such time and place as may
be fixed by the Board of Directors.

SECTION 2.4. Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board or the President, and any
of them shall call a special meeting whenever requested to do so by any two
members of the Board of Directors. Notice of such meeting shall be mailed to
each Director addressed to him at his usual residence or place of business at
least two days before the day on which such meeting is to be held, or shall be
sent to him at such address by telegram, radio or cable or given personally or
by telephone not later than the day before such meeting is held.

SECTION 2.5. Participation in Meetings by Conference Telephone. Any one
or more members of the Board of Directors or any committee thereof may
participate in a meeting of the Board of Directors or a committee thereof by
means of conference telephone or similar communications equipment allowing all
persons participating in the meeting to here each other at the same time.
Participation in a meeting by such means shall constitute presence in person at
such meeting.

SECTION 2.6. Quorum. Except as otherwise required by law, one-third of
the number of Directors, as fixed from time to time, shall constitute a quorum.

SECTION 2.7. Compensation. Directors and members of the Executive
Committee and the members of any other committee shall be entitled to received
such compensation or such fees for attendance as the Board of Directors shall
fix from time. Nothing herein contained shall be construed to preclude any
Director from serving in any other capacity and receiving compensation therefor.

SECTION 2.8. Indemnification. The Company shall, to the extent
specified herein, indemnify each person made or threatened to be made a party to
any civil or criminal action or proceeding by reason of the fact that he, or his
testator or interstate, is or was a director, officer or employee of the Company
or served any other corporation of any kind, domestic or foreign, in any
capacity at the request of the Company. Officers and directors of the Company
shall be so indemnified to the full extent permitted by law and persons other
than officers and directors of the Company shall be so indemnified to the same
extent as officers and directors of the Company.

SECTION 2.9. Conduct of Business. At any meeting of the Board of
Directors, business shall be transacted in such order and manner as the Board
may from time to time determine, and all matters shall be determined by the vote
of a majority of the Directors present, except as otherwise provided herein or
required by law. Action may be taken by the Board of Directors without a meeting
if all members thereof consent thereto in writing, and the writing or writings
are filed with the minutes of proceedings of the Board of Directors.

SECTION 2.10. Fiscal Year. The fiscal year of the Company shall be as
fixed by the Board of Directors.

ARTICLE III

Committees

SECTION 3.1. Committees. The Board of Directors shall, at its first
meeting held after the adoption of these By-Laws and at its regular meeting in
April of each year, appoint an Executive Committee of such number of Directors,
including the Chairman of the Board, the Vice Chairman, or if there be more than
one, the Vice Chairmen of the Board, the Chairman of the Executive Committee and
the President, as the Board of Directors may determine, which, unless otherwise

instructed, may exercise the powers of the Board of Directors in the intervals
between the meetings of the Board of Directors. The minutes of each meeting of
the Executive Committee shall be submitted to the first regular meeting of the
Board of Directors following the meeting of the Executive Committee. The
Executive Committee may adopt its own rules of procedure and shall hold meetings
upon request of any member thereof. No notice of any meetings of the Executive
Committee shall be required. Three members of the Executive Committee shall
constitute a quorum.

SECTION 3.2. Conduct of Business. The Board of Directors may appoint,
from among its membership or otherwise, such other committees with such powers
as it shall determine. Such committees shall determine their own quorum and
adopt their own rules of procedure.

SECTION 3.3. Vacancies. The Board of Directors may fill any vacancy in
any Committee, and may designate from time to time a person to act as a member
of any committee at any meeting or meetings thereof in the place of any member
absent therefrom.

ARTICLE IV

Officers and Employees

SECTION 4.1. Generally. The Board of Directors shall, at its first
meeting held after adoption of these By-Laws and at the first meeting after each
annual meeting of stockholders, elect from their number a Chairman of the Board,
a Chairman of the Executive Committee and a President, each of whom shall hold
office until the next annual election of officers and until his successor is
elected and shall have qualified. Any vacancy occurring in the office of the
Chairman of the Board, Vice Chairman of the Board, Chairman of the Executive
Committee or President may be filled at any regular or special meeting of the
Board of Directors.

The Board of Directors may also elect or appoint one or more Vice
Chairmen of the Board, one or more Vice Presidents (any one or more of whom may
be designated Executive Vice Presidents or Senior Vice Presidents), a Treasurer,
a Secretary, a Comptroller, and an Auditor. In addition, either the Board of
Directors or any two of the Chairman of the Board, a Vice Chairman of the Board,
the Chairman of the Executive Committee, the President, and an Executive Vice
President, may elect or appoint one or more Assistant Vice Presidents, one or
more Assistant Treasurers, one or more Assistant Secretaries, one or more
Assistant Comptrollers, one or more Assistant Auditors, one or more Assistant
Trust Officers, and such other officers as they may deem fit. All officers
elected or appointed pursuant to this paragraph shall hold office at the
pleasure of the Board of Directors.

The compensation of officers required by this Section 4.1 to be elected
or appointed by the Board of Directors shall be fixed by the Board of Directors,
provided that salaries of Vice Presidents may be fixed by any two of the
officers mentioned in the following sentence. The compensation of other officers
shall be fixed either by the Board of Directors or by any two of the Chairman of
the Board, a Vice Chairman of the Board, the Chairman of the Executive
Committee, the President, an Executive Vice President, and the officer in charge
of personnel.

SECTION 4.2. Other Appointments. All other agents and employees of the
Company shall be appointed, their duties prescribed and their compensation
fixed, by the Chairman of the Board or the President, or any officer authorized
to do so by either of them.

SECTION 4.3. Bonds. Any or all of the officers of employees of the
Company may be required to give such bonds as the Board of Directors may
determine.

SECTION 4.4. Chairman. The Chairman of the Board shall have general
supervision of the policies and operations of the Company on behalf of the Board
of Directors. He shall preside at meetings of the stockholders and at meetings
of the Board of Directors, and, in the absence of the Chairman of the Executive
Committee, at meetings of the Executive Committee. He shall have the power to
sign checks, orders, contracts, leases, notes, drafts and other documents and
instruments in connection with the business of the Company, and together with
the Secretary or an Assistant Secretary conveyances of real estate and other
documents and instruments to which the seal of the Company is affixed.

SECTION 4.5. President. The President of the Company shall participate
in the supervision of the policies of the Company on behalf of the Board of
Directors, shall be the chief executive officer of the Company and shall manage
and administer the Company's operations. He shall perform all duties incident to
the office of President, and, except as the Board of Directors or Executive
Committee shall otherwise direct, in the event of the absence or disability of
the Chairman of the Board shall act in his place and assume his duties. He shall
have the same power to sign for the Company as is prescribed in these By-Laws
for the Chairman of the Board. In the absence of the President, such officer as
the Board of Directors or the Executive Committee or the Chairman of the Board
may designate shall act in his stead.

SECTION 4.6. Vice Chairman. The Vice Chairman of the Board, of if there
be more than one, then each of them, shall participate in the supervision of the
policies and operations of the Company on behalf of the Board of Directors, and
shall have such duties as shall be assigned to them by the Board of Directors,
the Executive Committee and the Chairman of the Board. Each Vice Chairman shall
have the same power to sign for the Company as is prescribed in these By-Laws
for the Chairman of the Board.

SECTION 4.7. Chairman of Executive Committee. The Chairman of the
Executive Committee shall preside at meetings of the Executive Committee and
shall participate in the supervision of the policies and operations of the
Company on behalf of the Board of Directors and shall have such other duties as
shall be assigned to him by the Board of Directors, the Executive Committee and
the Chairman of the Board. He shall have the same power to sign for the Company
as is prescribed in these By-Laws for the Chairman of the Board.

SECTION 4.8. Vice President. Each Vice President shall have the duties
and authority usually pertaining to such office and in addition such other
duties as shall be assigned him by the Board of Directors, the Executive
Committee, the Chairman of the Board, a Vice Chairman of the Board and the
President. Unless otherwise ordered by the Board of Directors or the Executive
Committee, each Vice President shall have the same power to sign for the Company
as is prescribed in these By-Laws for the Chairman of the Board.

SECTION 4.9. Treasurer. The Treasurer shall have the supervision and
care of all the funds and securities of the Company. He shall keep permanent
records of the evidences of property or indebtedness and of all fiscal
transactions of the Company. He shall perform all acts incident to the office of
Treasurer.

SECTION 4.10. Secretary. The Secretary shall keep the minutes of all
meetings of the Board of Directors and of all meetings of the stockholders; he
shall attend to the giving and receiving of all notices of and to the Company;
he may sign, with other authorized officers, all contracts, instruments or
documents in the name of the Company and may affix or cause to be affixed
thereto the seal of the Company, of which he shall be the custodian; and he
shall in general perform all the duties incident to the office of Secretary.

SECTION 4.11. Comptroller. The Comptroller shall exercise general
supervision over, and be responsible for, the operation of all matters
pertaining to the accounting and bookkeeping of the Company and shall have such
further duties as the Chairman of the Board or the President shall assign to
him. He shall render to the Board of Directors, the Chairman of the Board and
the President condensed monthly statements of the condition of the Company and
of its operating results and shall prepare such cost control reports and such
other statements and reports as the Chairman of the Board, a Vice Chairman of
the Board or the President may request.

SECTION 4.12. Auditor. The Auditor shall exercise general supervision
over, and be responsible for, the operation of all matters pertaining to the
auditing of the Company and shall have such further duties as the Chairman of
the Board or the President shall assign to him. He shall render to the Board of
Directors, the Chairman of the Board and the President such regular audit
statements and reports as may be requested of him and such other reports as in
his judgment are necessary in the performance of the duties incident to the
office of Auditor.

SECTION 4.13. Assistant Treasurer. Any Assistant Treasurer shall
perform such duties as may be designated by the President with the approval of
the Board of Directors or the Chairman of the Board. In the absence or inability
of the Treasurer to act, any Assistant Treasurer may perform all the duties and
may exercise all the powers of the Treasurer.

SECTION 4.14. Assistant Secretary. Any Assistant Secretary shall
perform such duties as may be designated by the President with the approval of
the Board of Directors or the Chairman of the Board. In the absence or inability
of the Secretary to act, any Assistant Secretary may perform all the duties and
may exercise any of the powers of the Secretary.

SECTION 4.15. Delegation of Authority. All other officers Company shall
have such titles and perform such duties as may be designated by the Chairman of
the Board or the President or any officer authorized to do so by either of them.

SECTION 4.16. Instruments. All instruments executed by the Company as
trustee, executor, administrator, registrar, transfer agent, depositary, agent
or in any other fiduciary capacity, including agreements, indentures, mortgages,
deeds, conveyances, satisfactions, releases, assignments, transfers,
participation certificates, powers of attorney, proxies, petitions, proofs of
claim and all other documents and writings in connection with any fiduciary
capacity, may be executed by the Chairman of the Board, a Vice Chairman of the
Board, the President, any Vice President, the Secretary, the Treasurer, any
Assistant Vice President, or any other person thereunto authorized by the Board
of Directors or the Executive Committee. Any officer or person authorized to
execute any such instrument is also authorized to affix the seal of the Company
thereto and to cause the same to be attested by the Secretary or an Assistant
Secretary.

All authentications or certifications of the Company as trustee under
any mortgage, deed of trust, indenture or agreement securing or providing for
bonds, debentures or notes, and all certificates as registrar or transfer agent,
and all checks as disbursing agent, and all certificates of deposit, interim
certificates and trust receipts or certificates, may be executed either by any
officer or person hereinabove mentioned or referred to in the first paragraph of
this Section 4.16 or by an Assistant Secretary or an Assistant Treasurer.

The foregoing provisions of this Section 4.16 are in addition to and
not in substitution for the manner of execution of any instrument elsewhere
provided in these By-Laws.

SECTION 4.17. Miscellaneous. All checks, orders, contracts, advices and
other instruments and documents shall be signed by the officers authorized in
these By-Laws to do so or by such other officers or by such employees and agents
other than officers as the Board of Directors or the Executive Committee shall
authorize, and subject to such restrictions as the Board of Directors or
Executive Committee shall prescribe. The Board of Directors or Executive
Committee may delegate to one or more officers of the Company all or part of the
authority to grant signing powers contained in this Section 4.17.

SECTION 4.18. Removal. Any officer of the Company may be removed at any
time, with or without cause, by the Board of Directors or by the Chairman and
the President.

ARTICLE V

Corporate Seal

SECTION 5.1. Corporate Seal. The Company shall have a seal which shall
be in such form as the Board of Directors shall approve.

ARTICLE VI

Capital Stock

SECTION 6.1. Certificates of Stock. All certificates of stock shall be
signed by the President or a Vice President, and the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary, and shall bear the
corporate seal. The signatures and the seal may be facsimile, engraved or
printed, to the extent permitted by law.

SECTION 6.2. Transfers of Stock. No transfer of stock of the Company
shall be Permitted except upon the surrender of the outstanding certificate of
stock. No new certificate shall be issued until the former certificate is
cancelled, except that in the case of loss or destruction of a certificate, a
new certificate may be issued upon such terms as the Board of Directors may
prescribe.

SECTION 6.3. Record Date. The stock transfer books may be closed for
such period and under such conditions as the Board of Directors may at any time
determine; or in lieu thereof the Board of Directors may at any time fix a day
as the day as of which stockholders entitled to notice of and to vote at any
meeting shall be determined, and only stockholders of record at the close of
business on such day shall be entitled to notice of or to vote at such meeting.

ARTICLE VII

Amendments

SECTION 7.1. Amendments. Except as may be otherwise provided by law,
these By-Laws may be altered or repealed at any meeting of the Board of
Directors, whether or not such alteration or repeal shall or may affect any
By-Law which does or may be deemed to limit the powers of the Directors,
provided notice of such meeting setting forth the substance of the proposed
alteration or repeal shall have been mailed to each Director addressed to him at
his usual residence or place of business at least three days before such
meeting.

EXHIBIT 6

THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT

June 13, 2001

Securities and Exchange Commission,
Washington, D.C. 20549

Gentlemen:

In connection with the qualification of an indenture between The Detroit Edison
Company and First Chicago Trust Company of New York, the undersigned, in
accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended,
hereby consents that the reports of examinations of the undersigned, made by
Federal or State Authorities authorized to make such examinations, may be
furnished by such authorities to the Securities and Exchange Commission upon its
request therefore.

Very truly yours,

FIRST CHICAGO TRUST COMPANY OF NEW YORK

By: /s/ Steven M. Wagner
Steven M. Wagner
Vice President

EXHIBIT 7

Legal Title of Bank: First Chicago Trust Company of New York Call Date: 12/31/2000 FFIEC 032
Address: 14 Wall Street Page RC-1
City, State Zip: New York, New York 10005
FDIC Certificate No.:

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND STATE-CHARTERED
SAVINGS BANKS FOR DECEMBER 31, 2000

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

SCHEDULE RC--BALANCE SHEET

DOLLAR AMOUNTS IN THOUSANDS C300
----

ASSETS

1. Cash and balances due from depository institutions (from Schedule
RC-A): RCFD
----
a. Noninterest-bearing balances and currency and coin(1) ................. 0081 1,126,253 1.a
b. Interest-bearing balances(2) .......................................... 0071 0 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 0 2.b
3. Federal funds sold and securities purchased under agreements to
resell.................................................................... 1350 0 3.
4. Loans and lease financing receivables:
RCFD
a. Loans and leases, net of unearned income (from Schedule ----
RC-C).................................................................. 2122 0 4.a
b. LESS: Allowance for loan and lease losses.............................. 3123 0 4.b
c. LESS: Allocated transfer risk reserve.................................. 3128 0 4.c
RCFD
d. Loans and leases, net of unearned income, allowance, and ----
reserve (item 4.a minus 4.b and 4.c) .................................. 2125 0 4.d
5. Trading assets (from Schedule RD-D) ...................................... 3545 1,187 5.
6. Premises and fixed assets (including capitalized leases) ................. 2145 0 6.
7. Other real estate owned (from Schedule RC-M) ............................. 2150 0 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M) ........................................... 2130 21,518 8.
9. Customers' liability to this bank on acceptances outstanding ............. 2155 0 9.
10. Intangible assets (from Schedule RC-M) ................................... 2143 0 10.
11. Other assets (from Schedule RC-F) ........................................ 2160 56,628 11.
12. Total assets (sum of items 1 through 11) ................................. 2170 1,205,586 12.

- ----------

(1) Includes cash items in process of collection and unposted debits.

(2) Includes time certificates of deposit not held for trading.

Legal Title of Bank: First Chicago Trust Company of New York Call Date: 12/31/00 FFIEC 032
Address: 14 Wall Street Page RC-2
City, State Zip: New York, New York 10005
FDIC Certificate No.:

SCHEDULE RC--CONTINUED

DOLLAR AMOUNTS IN
THOUSANDS
-------------------------------------------

LIABILITIES
13. Deposits: RCON
a. In domestic offices (sum of totals of columns A and C ----
from Schedule RC-E, part 1) ................................... 2200 16,552 13.a
(1) Noninterest-bearing(1) .................................... 6631 916,552 13.a1
(2) Interest-bearing .......................................... 6636 0 13.a2
RCFN
b. In foreign offices, Edge and Agreement subsidiaries, and ----
IBFs (from Schedule RC-E, part II) ............................
(1) Noninterest bearing .......................................
(2) Interest-bearing ..........................................
14. Federal funds purchased and securities sold under agreements
to repurchase: RCFD 2800 0 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 0 15.b

16. Other borrowed money: RCFD
----
a. With original maturity of one year or less .................... 2332 0 16.a
b. With original maturity of more than one year ................. A547 0 16.b
c. With original maturity of more than three years .............. A548 0 16.c
17. Not applicable
18. Bank's liability on acceptance executed and outstanding .......... 2920 0 18.
19. Subordinated notes and debentures ................................ 3200 0 19.
20. Other liabilities (from Schedule RC-G) ........................... 2930 254,199 20.
21. Total liabilities (sum of items 13 through 20) ................... 2948 1,170,751 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus .................... 3838 0 23.
24. Common stock ..................................................... 3230 1,600 24.
25. Surplus (exclude all surplus related to preferred stock) ......... 3839 85,265 25.
26. a. Undivided profits and capital reserves ........................ 3632 (52,030) 26.a
b. Net unrealized holding gains (losses) on available-for-sale
securities .................................................... 8434 0 26.b
c. ACCUMULATED NET GAINS (LOSSES) ON CASH FLOW HEDGES ............ 4336 0 26.c
27. Cumulative foreign currency translation adjustments ..............
28. Total equity capital (sum of items 23 through 27) ................ 3210 34,835 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28) ............................ 3300 1,205,586 29.

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 ........ NA M.1
Number

1 = Independent audit of the bank conducted in accordance
performed by other with generally accepted auditing
standards by a certified required by state chartering public
accounting firm which submits a report on the bank

2 = Independent audit of the bank's parent holding company by
external conducted in accordance with generally accepted
auditing standards by a certified public accounting firm
which statements by external submits a report on the
consolidated holding company (but not on the bank
separately) preparation work)

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 external auditors (may
be authority)

5 = Review of the bank's financial statements auditors

6 = Compilation of the bank's financial auditors

7 = Other audit procedures (excluding tax

8 = No external audit work

- ----------

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