EXHIBIT 25.1

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                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C.  20549

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                                   FORM  T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE

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              CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________

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                            THE CHASE MANHATTAN BANK
              (Exact name of trustee as specified in its charter)


NEW YORK                                                             13-4994650
(State of incorporation                                        (I.R.S. employer
if not a national bank)                                     identification No.)

270 PARK AVENUE
NEW YORK, NEW YORK                                                        10017
(Address of principal executive offices)                             (Zip Code)

                               William H. McDavid
                                General Counsel
                                270 Park Avenue
                            New York, New York 10017
                              Tel:  (212) 270-2611
           (Name, address and telephone number of agent for service)

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NEW JERSEY            THE MONEY STORE INC.                                    22-2293022
                        AND ITS GUARANTORS                                   
VIRGINIA              THE MONEY STORE/D.C. INC.                               22-2133027
KENTUCKY              THE MONEY STORE/KENTUCKY INC.                           22-2459832
MINNESOTA             THE MONEY STORE/MINNESOTA INC.                          22-3003495
DELAWARE              THE MONEY STORE AUTO FINANCE INC.                       22-3331186
DELAWARE              CLASS NOTES INC.                                        22-3400682
NEW JERSEY            DYNA-MARK, INC.                                         22-1920775
NEW JERSEY            EQUITY INSURANCE AGENCY, INC.                           22-1936537
NEW JERSEY            MAJOR BROKERAGE CO., INC.                               22-1902811
CALIFORNIA            PRINCETON ESCROW                                        95-3427953
KENTUCKY              THE MONEY STORE HOME EQUITY CORP.                       22-2522232
NEW JERSEY            THE MONEY STORE INVESTMENT CORPORATION                  22-2293019
NEW YORK              THE MONEY STORE OF NEW YORK INC.                        22-3143559
CALIFORNIA            THE COMMERCE GROUP                                      68-0103196
NEW JERSEY            THE MONEY STORE COMMERCIAL MORTGAGE INC.                22-2378261
NEW JERSEY            THE MONEY STORE SERVICE CORP.                           22-2293016
NEW JERSEY            TMS MORTGAGE INC.                                       22-3217781
DELAWARE              THE MONEY STORE U.K. INC.                               91-1784015
CALIFORNIA            THE MONEY STORE REALTY INC.                             68-0379803
DELAWARE              TMS VENTURE HOLDINGS, INC.                              91-1771259
(State or other       (Exact name of obligor as specified in its charter)   (I.R.S. employer 
jurisdiction of                                                           identification No.)
incorporation or 
organization)     
 
 
2840 MORRIS AVENUE
UNION, NEW JERSEY                                                        07083
(Address of principal executive offices)                            (Zip Code)

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                                DEBT SECURITIES
                      (Title of the indenture securities)
                                        
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                                    GENERAL

 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.
 
         New York State Banking Department, State House, Albany, 
         New York  12110.

         Board of Governors of the Federal Reserve System, 
         Washington, D.C., 20551

         Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
         New York, N.Y.

         Federal Deposit Insurance Corporation, Washington, D.C., 20429.


     (b) Whether it is authorized to exercise corporate trust powers.

         Yes.


 Item 2.  Affiliations with the Obligor.

     If the obligor is an affiliate of the trustee, describe each such
 affiliation.

     None.


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 Item 16.  List of Exhibits
 
      List below all exhibits filed as a part of this Statement of Eligibility.

      1.  A copy of the Articles of Association of the Trustee as now in effect,
 including the  Organization Certificate and the Certificates of Amendment dated
 February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
 February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-
 1 filed in connection with Registration Statement  No. 333-06249, which is
 incorporated by reference).

      2.  A copy of the Certificate of Authority of the Trustee to Commence
 Business (see Exhibit 2 to Form T-1 filed in connection with Registration
 Statement No. 33-50010, which is incorporated by reference.  On July 14, 1996,
 in connection with the merger of Chemical Bank and The Chase Manhattan Bank
 (National Association), Chemical Bank, the surviving corporation, was renamed
 The Chase Manhattan Bank).

      3.  None, authorization to exercise corporate trust powers being contained
 in the documents identified above as Exhibits 1 and 2.

      4.  A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
 T-1 filed in connection with Registration Statement No. 333-06249, which is
 incorporated by reference).

      5.  Not applicable.

      6.  The consent of the Trustee required by Section 321(b) of the Act (see
 Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-
 50010, which is incorporated by reference. On July 14, 1996, in connection with
 the merger of Chemical Bank and The Chase Manhattan Bank (National
 Association), Chemical Bank, the surviving corporation, was renamed The Chase
 Manhattan Bank).

      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.

                                   SIGNATURE

      Pursuant to the requirements of the Trust Indenture Act of 1939 the
 Trustee, The Chase Manhattan Bank, 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 8th day
 of  April, 1997.

                            THE CHASE MANHATTAN BANK

 
                            By   /s/Kathleen Perry
                                -------------------------
                                Kathleen Perry
                                Second Vice President


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                             Exhibit 7 to Form T-1


                                Bank Call Notice

                             RESERVE DISTRICT NO. 2
                      CONSOLIDATED REPORT OF CONDITION OF

                            The Chase Manhattan Bank
                  of 270 Park Avenue, New York, New York 10017
                     and Foreign and Domestic Subsidiaries,
                    a member of the Federal Reserve System,

                 at the close of business December 31, 1996, in
        accordance with a call made by the Federal Reserve Bank of this
        District pursuant to the provisions of the Federal Reserve Act.

                                                               DOLLAR AMOUNTS
           ASSETS                                               IN MILLIONS
 

Cash and balances due from depository institutions:
  Noninterest-bearing balances and
  currency and coin ...........................................  $ 11,509
  Interest-bearing balances ...................................     8,457
Securities: ...................................................
Held to maturity securities....................................     3,128
Available for sale securities..................................    40,534
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 IBF's:
  Federal funds sold...........................................     9,222
  Securities purchased under agreements to resell..............       422
Loans and lease financing receivables:
  Loans and leases, net of unearned income............ 133,935
  Less: Allowance for loan and lease losses...........   2,789
  Less: Allocated transfer risk reserve...............      16
                                                      --------
  Loans and leases, net of unearned income,
  allowance, and reserve.......................................   131,130
Trading Assets.................................................    49,876
Premises and fixed assets (including capitalized      
  leases)......................................................     2,877
Other real estate owned........................................       290
Investments in unconsolidated subsidiaries and        
  associated companies.........................................       124
Customer's liability to this bank on acceptances      
  outstanding..................................................     2,313
Intangible assets..............................................     1,316
Other assets...................................................    11,231
                                                                 --------
TOTAL ASSETS...................................................  $272,429
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                                  LIABILITIES

Deposits
  In domestic offices.....................................      $ 87,006
  Noninterest-bearing............................ $35,783
  Interest-bearing...............................  51,223
                                                  -------
  In foreign offices, Edge and Agreement
  subsidiaries, and IBF's.................................        73,206
  Noninterest-bearing ........................... $ 4,347
  Interest-bearing...............................  68,859
 
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 IBF's
  Federal funds purchased.................................        14,980
  Securities sold under agreements to repurchase..........        10,125
Demand notes issued to the U.S. Treasury..................         1,867
Trading liabilities.......................................        34,783
Other Borrowed money:
  With a remaining maturity of one year or less...........        14,639
  With a remaining maturity of more than one year                    425
Mortgage indebtedness and obligations under
 capitalized leases.......................................            40
Bank's liability on acceptances executed and
 outstanding..............................................         2,267
Subordinated notes and debentures.........................         5,471
Other liabilities.........................................        11,343
 
TOTAL LIABILITIES.........................................       256,152
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Limited-Life Preferred stock and related surplus                     550

                                 EQUITY CAPITAL

Common stock..............................................         1,251
Surplus...................................................        10,243
Undivided profits and capital reserves....................         4,526
Net unrealized holding gains (Losses)            
on available-for-sale securities..........................          (309)
Cumulative foreign currency translation          
 adjustments..............................................            16
                                                 
TOTAL EQUITY CAPITAL......................................        15,727
                                                                --------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED        
  STOCK AND EQUITY CAPITAL................................      $272,429
                                                                ========

I, Joseph L. Sclafani, S.V.P. & Controller of the above-named
bank, do hereby declare that this Report of Condition has
been prepared in conformance with the instructions issued
by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.

                    JOSEPH L. SCLAFANI

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 in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.

                    WALTER V. SHIPLEY       )
                    EDWARD D. MILLER        )    DIRECTORS
                    THOMAS G. LABRECQUE     )
 
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