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) _____ ________________________ CITIBANK, N.A. (Exact name of trustee as specified in its charter) 13-5266470 (I.R.S. employer identification no.) 399 Park Avenue, New York, New York 10043 (Address of principal executive office) (Zip Code) _____________________________________ MICHIGAN CONSOLIDATED GAS COMPANY (Exact name of obligor as specified in its charter) Michigan 38-0478040 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 500 Griswold Street Detroit, MI 48226 (Address of Principal Executive Offices) (Zip Code) ______________________ First Mortgage Bonds (Title of the indenture 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. Comptroller of the Currency, Washington, D.C. Federal Reserve Bank of New York, New York, NY 33 Liberty Street, New York, NY 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 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility. Exhibits identified in parentheses below, on file with the Commission, are incorprated herein by reference as exhibits hereto. Exhibit 1 - Copy of Articles of Association of the Trustee, as now in effect. (Exhibit 1 to T-1 to Registration Statement No. 2-79983) Exhibit 2 - Copy of certificate of authority of the Trustee to commence business. (Exhibit 2 to T-1 to Registration Statement No. 2-29577) Exhibit 3 - Copy of authorization of the Trustee to exercise corporate trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519) Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1 to Registration Statement No. 33-34988) Exhibit 5 - Not applicable. 2 3 Exhibit 6 - The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration Statement No. 33-19227.) Exhibit 7 -Copy of the latest Report of Condition of Citibank, N.A. (as of June 30, 1996 - attached) Exhibit 8 - Not applicable. Exhibit 9 - Not applicable. _____________________ SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York and State of New York, on the 4th day of November, 1996. CITIBANK, N.A. By /s/Wafaa Orfy --------------------------- Senior Trust Officer 3 4 Charter No. 1461 Comptroller of the Currency Northeastern District REPORT OF CONDITION CONSOLIDATING DOMESTIC AND FOREIGN SUBSIDIARIES OF CITIBANK, N.A. OF NEW YORK IN THE STATE OF NEW YORK, AT THE CLOSE OF BUSINESS ON JUNE 30, 1996, PUBLISHED IN RESPONSE TO CALL MADE BY COMPTROLLER OF THE CURRENCY, UNDER TITLE 12, UNITED STATES CODE, SECTION 161. CHARTER NUMBER 1461 COMPTROLLER OF THE CURRENCY NORTHEASTERN DISTRICT. ASSETS THOUSANDS OF DOLLARS Cash and balances due from de- pository institutions: Noninterest-bearing balances and currency and coin $ 7,503,000 Interest-bearing balances 11,133,000 Held-to-maturity securities 0 Available-for-sale securities 19,790,000 Federal funds sold and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agree- ment subsidiaries, and in IBFs: Federal funds sold 3,275,000 Securities purchased under agreements to resell 289,000 Loans and lease financing receiv- ables: Loans and Leases, net of un- earned income $148,323,000 LESS: Allowance for loan and lease losses 4,426,000 LESS: Allocated transfer risk reserve 0 --------- Loans and leases, net of un- earned income, allowance, and reserve 143,897,000 Trading assets 25,876,000 Premises and fixed assets (includ- ing capitalized leases) 3,477,000 Other real estate owned 757,000 Investments in unconsolidated subsidiaries and associated com- panies 1,165,000 Customers' liability to this bank on acceptances outstanding 1,981,000 Intangible assets 59,000 Other assets 7,733,000 ------------ TOTAL ASSETS $226,935,000 ============ LIABILITIES Deposits: In domestic offices $ 34,406,000 Noninterest- bearing $ 11,994,000 Interest- bearing 22,412,000 ------------ In foreign offices, Edge and A subsidiaries, and IBFs 128,771,000 Noninterest- bearing 8,568,000 Interest- bearing 120,203,000 ------------ Federal funds purchased and se- curities sold under agreements to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: Federal funds purchased 1,687,000 Securities sold under agree- ments to repurchase 458,000 Demand notes issued to the U.S. Treasury 0 Trading liabilities 16,538,000 Other borrowed money: With a remaining maturity of one year or less 9,864,000 With a remaining maturity of more than one year 4,695,000 Mortgage indebtedness and obli- gations under capitalized leases 138,000 Bank's liability on acceptances ex- ecuted and outstanding 2,033,000 Subordinated notes and debentures 4,700,000 Other liabilities 8,230,000 ------------ TOTAL LIABILITIES $211,520,000 ============ Limited-life preferred stock and related surplus 0 EQUITY CAPITAL Perpetual preferred stock and related surplus 0 Common stock $ 751,000 Surplus 6,863,000 Undivided profits and capital re- serves 8,036,000 Net unrealized holding gains (losses) on available-for-sale securities 343,000 Cumulative foreign currency translation adjustments (578,000) ------------ TOTAL EQUITY CAPITAL $ 15,415,000 ------------ TOTAL LIABILITIES, LIMITED- LIFE PREFERRED STOCK, AND EQUITY CAPITAL $226,935,000 ============ I, Roger W. Trupin, Controller of the above- named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief. ROGER W. TRUPIN We, the undersigned directors, attest to the correctness of this Report of Condition. We 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 and is true and correct. PAUL J. COLLINS JOHN S. REED WILLIAM R. RHODES DIRECTORS 5 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________ FORM T-2 STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE ACT OF 1939 OF AN INDIVIDUAL DESIGNATED TO ACT AS TRUSTEE Check if an application to determine eligibility of a trustee pursuant to Section 305(b) (2) ROBERT T. KIRCHNER ###-##-#### (Name of Trustee) (Social Security Number) 120 Wall Street, New York, New York 10043 (Business Address: Street, City and Zip Code) __________________ MICHIGAN CONSOLIDATED GAS COMPANY (Exact name of obligor as specified in its charter) MICHIGAN 38-0478040 (State or other jurisdiction of (I.R.S. employee incorporation or organization) identification no.) 500 Griswold Street Detroit, MI 48226 (Address of principal executive offices) (Zip Code) FIRST MORTAGE BONDS (Title of the indenture securities) 6 1. Affiliations with obligor and underwriters. If the obligor or any underwriter for the obligor is an affiliate of the trustee, describe each such affiliation. None. 2. 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, file a copy of each such indenture as an exhibit and furnish the following information. (a) Title of the securities outstanding under each other indenture. None.-The Trustee is one of the Trustees under the obligor's Indenture of Mortgage and Deed of Trust dated as of March 1, 1944, as supplemented. The securities, proposed to be offered, will be issued under said Mortgage Indenture, as supplemented by a Thirty-Fourth Supplemental Indenture, dated as of November 1, 1996, which has been qualified under the Trust Indenture Act of 1939. (b) A brief statement of the facts relied upon by the trustee 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 such other indenture, including a statement whether the indenture securities will rank equally with the securities issued under such other indentures. Inapplicable. 3. Certain relationships between trustee and the obligor or an underwriter. If the trustee is a director, officer, partner, employee, appointee or representative of the obligor or of any underwriter for the obligor, state the nature of each such connection. None. 4. Securities of the obligor owned or held by the trustee. Furnish the following information as to securities of the obligor owned beneficially by the trustee or held by the trustee as collateral for obligations in default: 2 7 As of November 1, 1996 Col. A Col. B Col. C Col. D Whether the Amount owned Percent of Class securities are beneficially or represented by voting or nonvoting held as collateral amount given in securities security for Col. C Title of Class obligations in default None. 5. 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 each class of securities of such underwriter any of which are so owned or held by the trustee. As of November 1, 1996 Col. A Col. B Col. C Col. D Amount owned Percent of voting beneficially or securities held as collateral represented by security for amount given in Name of Issuer and obligations in Col. C Title of Class Amount Outstanding default None. 6. Holdings by the trustee of voting securities of certain affiliates or principal holders of voting securities 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% 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. As of November 1, 1996 Col. A Col. B Col. C Col. D Amount owned Percent of voting beneficially or securities held as collateral represented by security for amount given in Name of Issuer and obligations in Col. C Title of Class Amount Outstanding default None. 3 8 7. Holdings by the trustee of any securities of a person owning 50 per cent 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% or more of the voting securities of the obligor, furnish the following information as to each class of securities of such person any of whom are so owned or held by the trustee. As of November 1, 1996 Col. A Col. B Col. C Col. D Amount owned Percent of voting beneficially or securities held as collateral represented by security for amount given in Name of Issuer and obligations in Col. C Title of Class Amount Outstanding default None. 8. List of exhibits. List below all exhibits filed as a part of this statement of eligibility and qualification. None. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, I, Robert T. Kirchner, have signed this statement of eligibility and qualification in the city of New York and State of New York, on the 4th day of November, 1996. By /s/Robert T. Kirchner, Trustee -------------------------------------- (Robert T. Kirchner, Trustee) 4