Exhibit 25.1

Securities and Exchange Commission
Washington, DC 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)______

STATE STREET BANK AND TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)

United States 13-3191724
(Jurisdiction of incorporation or organization (IRS Employer Identification
if not a U.S. national bank) No.)

61 Broadway, New York, New York 10006
(Address of principal executive offices) (Zip Code)

State Street Bank and Trust Company, N.A.
61 Broadway, 15th Floor, New York, NY 10006

(212) 612-3000
(Name address and telephone number of agent for service)

--------------------------------------------

COLUMBUS McKINNON CORPORATION
(Exact name of obligor as specified in its charter)

New York 16-0547600
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)

140 John James Audubon Parkway 14228
(Address of principal executive offices) (Zip Code)

8.50% SENIOR SUBORDINATED NOTES DUE 2008
(Title of indenture securities)

Item 1. General Information.

Furnish the following information as to the trustee;

(a) Name and address of each examining or supervisory authority to
which it is subject.

Office of the Comptroller of the Currency, Washington, D.C.
Federal Deposit Insurance Corporation, Washington, D.C.

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

Trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor.

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

The Obligor is not an affiliate of the trustee or its parent,
State Street Bank and Trust Company.
(See Notes below)

Item 3. through Item 15. Not Applicable

Item 16. List of Exhibits.

List below all exhibits filed as part of this statement of eligibility
and attached thereto.

1. Copy of the articles of association of the trustee as now in
effect filed as Exhibit A.

2. Copy of the certificate of authority of the trustee to commence
business, if not contained in the articles of incorporation filed
as Exhibit B.

3. Copy of the authorization of the trustee to exercise corporate
trust powers, if such authorization is not contained in the
documents specified on paragraph (1) OR (2) above, filed as
Exhibit C.

4. Copy of the existing by-laws of the trustee filed as Exhibit D.

5. The consent of United States institutional trustees required by
Section 321(b) of the Act filed as Exhibit E.

6. Copy of the latest report of condition of the trustee filed
pursuant to law or the requirements of its supervising or
examining authority filed as Exhibit F.

NOTES

In answering any item in this statement of eligibility which relates
to matters peculiarly within the knowledge of the obligor or any underwriter for
the obligor, the trustee has relied upon information furnished to it by the
obligor and the underwriters, and the trustee disclaims responsibility for the
accuracy of such information.

The answer furnished to Item 2. of this statement will be amended, if
necessary, to reflect any facts which differ from those stated and which would
have been required to be stated if known at the date hereof.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, State Street Bank and Trust Company, N.A., a corporation organized and
existing under the laws of the United States of America has caused this
statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City and State of New York, on the 26th
day May, 1998.

STATE STREET BANK AND TRUST COMPANY, N.A.

BY: /s/ James E. Murphy
--------------------------------------
James E. Murphy
Vice President

EXHIBIT A

ARTICLES OF ASSOCIATION
-----------------------

STATE STREET BANK AND TRUST COMPANY, NATIONAL ASSOCIATION
---------------------------------------------------------

For the purpose of organizing an Association to carry on the business of a
limited purpose trust company under the laws of the United States, the
undersigned do enter into the following Articles of Association:

FIRST. The title of this Association shall be State Street Bank and Trust
-----
Company, National Association.

SECOND. The Main Office of the Association shall be in the City of New
------
York, County of New York, State of New York. The general business of the
Association shall be conducted at its main office and its branches.

THIRD. The Board of Directors of this Association shall consist of not less
-----
than five nor more than twenty-five shareholders, the exact number to be fixed
and determined from time to time by resolution of a majority of the full Board
of Directors or by resolution of the shareholders at any annual or special
meeting thereof. Each Director, during the full term of his directorship, shall
own a minimum of $1,000 par value of stock of this Association or an equivalent
interest in the bank holding company controlling this Association. Any vacancy
in the Board of Directors may be filled by action of the Board of Directors.

FOURTH. There shall be an annual meeting of the shareholders, the purpose
------
of which shall be the election of Directors and the transaction of whatever
other business may be brought before said meeting. It shall be held at the main
office or other convenient place as the Board of Directors may designate, on the
day of each year specified therefore in the Bylaws, but if no election is held
on that day, it may be held on any subsequent day according to such lawful rules
as may be prescribed by the Board of Directors.

FIFTH. The authorized amount of capital stock of this Association shall be
-----
1,000,000 shares of common stock of the par value of one dollar ($1) each; but
said capital stock may be

increase or decreased from time to time, in accordance with the provisions of
the laws of the United States.

No holder of shares of the capital stock of any class of this Association
shall have any pre-emptive or preferential right of subscription to any shares
of any class of stock of this Association, whether now or hereafter authorized,
or to any obligations convertible into stock of this Association, issued, or
sold, nor any right of subscription to any thereof other than such, if any, as
the Board of Directors, in its discretion may from time to time determine and at
such price as the Board of Directors may from time to time fix.

This Association, at any time and from time to time, may authorize and
issue debt obligations, whether or not subordinated, without the approval of the
shareholders.

SIXTH. The Board of Directors shall appoint one of its members President of
-----
this Association, who shall be Chairperson of the Board, unless the Board
appoints another director to be the Chairperson. The Board of Directors shall
have the power to appoint one or more Vice Presidents; and to appoint a Cashier
and such other officers and employees as may be required to transact the
business of this Association.

The Board of Directors shall have the power to define the duties of the
officers and employees of this Association; to fix the salaries to be paid to
them; to dismiss them; to require bonds from them and to fix the penalty
thereof; to regulate the manner in which any increase of the capital of this
Association shall be made; to manage and administer the business and affairs of
this Association; to make all Bylaws that it may be lawful for them to make; and
generally to do and perform all acts that it may be legal for a Board of
Directors to do and perform.

SEVENTH. The Board of Directors shall have the power to change the location
-------
of the main office to any other place within the limits of the City of New York,
without the approval of the shareholders, upon prior written notice to the
Comptroller of the Currency; and shall have the power to establish or change the
location of any branch or branches of this Association to any other location,
without the approval of the shareholders but subject to the approval of the
Comptroller of the Currency.

EIGHTH. The corporate existence of this Association shall continue until
------
terminated in accordance with the laws of the United States.

- 2 -

NINTH. The Board of Directors of this Association, or any shareholder
-----
owning, in the aggregate, not less than ten percent of the stock of this
Association, may call a special meeting of shareholders at any time. Unless
otherwise provided by the laws of the United States, a notice of the time,
place, and purpose of every annual and special meeting of the shareholders shall
be given by first-class mail, postage prepaid, mailed at least ten days prior
to the date of such meeting to each shareholder of record at his address as
shown upon the books of this Association.

TENTH. This Association shall indemnify each person who is or was a
-----
director, officer, employee or other agent of this Association, and each person
who is or was serving at the request of this Association as a director, trustee,
officer, employee or other agent of another organization in which it directly or
indirectly owns shares or of which it is directly or indirectly a creditor,
against all liabilities, costs and expenses, including but not limited to amount
paid in satisfaction of judgments, in settlements or as fines and penalties, and
counsel fees and disbursements, reasonably incurred by such person in connection
with the defense or disposition of or otherwise in connection with or resulting
from any action, suit or other proceeding, whether civil, criminal,
administrative or investigative, before any court or administrative or
legislative or investigative body, in which such person may be or may have been
involved as a party or otherwise or with which he may be or may have been
threatened, while in office or thereafter, by reason of his being or having been
such a director, officer, employee, agent or trustee, or by reason of any action
taken or not taken in any such capacity, except with respect to any matter as to
which he shall have been finally adjudicated by a court of competent
jurisdiction not to have acted in good faith in the reasonable belief that his
action was in the best interest of this Association. Expenses, including but not
limited to counsel fees and disbursements, so incurred by any such person in
defending any such action, suit or proceeding, may be paid from time to time by
this Association in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the person
indemnified to repay the amount so paid if it shall ultimately be determined
that indemnification of such expenses is not authorized hereunder.

- 3 -

be referred by vote of a majority of such disinterested directors, or (c) by
vote of the holders of a majority of the outstanding stock at the time entitled
to vote for directors, voting as a single class, exclusive of any stock owned by
any interested person, or (d) by any disinterested person or persons to whom the
question may be referred by vote of the holders of a majority of such stock. No
such approval shall prevent the recovery from any such officer, director,
employee agent or trustee of any amounts paid to such person or on his or her
behalf as indemnification in accordance with the preceding sentence if such
person is subsequently adjudicated by a court of competent jurisdiction not to
have acted in good faith in the reasonable belief that his action was in the
best interests of this Association.

The right of indemnification hereby provided shall not be exclusive of or
affect any other rights to which any director, officer, employee, agent or
trustee may be entitled or which may lawfully be granted to such person. As used
herein, the terms "director," "officer," "employee," "agent" and "trustee"
include their respective executors, administrators and other legal
representatives, an "interested" person is one against whom the action, suit or
other proceeding in question or another action, suit or other proceeding on the
same or similar grounds is then or had been pending or threatened, and a
"disinterested" person is a person against whom no such action, suit or other
proceeding is then or had been pending or threatened.

By action of the Board of Directors, notwithstanding any interest of the
directors in such action, this Association may purchase and maintain insurance,
in such amounts as the Board of Directors may from time to time deem
appropriate, on behalf of any person who is or was a director, officer, employee
or other agent of this Association, or is or was serving at the request of this
Association as director, trustee, officer, employee or other agent of another
organization in which it directly or indirectly owns shares or of which it is
directly or indirectly a creditor, against any liability incurred by such person
in any such capacity, or arising out of his or her status as such, whether or
not this Association would have the power to indemnify such person against such
liability.

ELEVENTH. These Articles of Association may be amended at any regular or
--------
special meeting of the shareholders by the affirmative vote of the holders of a
majority of the stock of this Association, unless the vote of the holders of a
greater amount of stock is required by law, and in that case by the vote of the
holders of such greater amount.

TWELFTH. This Association may be a partner in any business or enterprise
-------
which this Association would have power to conduct by itself.

- 4 -

IN WITNESS WHEREOF, we have hereunto set our hands this 27th day of
September, 1983.

/s/ William S. Edgerly
----------------------------------------
William S. Edgerly

/s/ Peter E. Madden
----------------------------------------
Peter E. Madden

/s/ Peter S. Maher
----------------------------------------
Peter S. Maher

/s/ David A. Spina
----------------------------------------
David A. Spina

/s/ Bradford S. Tripp
----------------------------------------
Bradford S. Tripp

/s/ Ronald A. Golz
----------------------------------------
Ronald A. Golz

- 5 -

ARTICLES OF AMENDMENT

ARTICLES OF ASSOCIATION

STATE STREET BANK AND TRUST COMPANY, NATIONAL ASSOCIATION

I, Robert J. Malley, Secretary of State Street Bank and Trust
Company, National Association, a limited purpose trust company organized
under the laws of the United States of America, do hereby certify that a
meeting of the shareholders of the Association was duly called and held on
the 8th day of May, 1987, and that at said meeting, at which a quorum was
present and voting throughout, the following resolution upon motion duly
made and seconded, was duly adopted:

RESOLVED: That Article Tenth of the Articles of Association with respect to
-------- indemnification of directors, officers and others be amended and
restated as follows:

TENTH. This Association shall to the fullest extent legally permissible
-----
indemnify each person who is or was a director, officer, employee or other
agent of this Association and each person who is or was serving at the
request of this Association as a director, trustee, officer, employee or
other agent of another organization or of any partnership, joint venture,
trust, employee benefit plan or other enterprise or organization against
all liabilities, costs and expenses, including but not limited to amounts
paid in satisfaction of judgments, in settlement or as fines and penalties,
and counsel fees and disbursements, reasonably incurred by him in
connection with the defense or disposition of or otherwise in connection
with or resulting from any action, suit or other proceeding, whether civil,
criminal, administrative or investigative, before any court or
administrative or legislative or investigative body, in which he may be or
may have been involved as a party or otherwise or with which he may be or
may have been threatened, while in office or thereafter, by reason of his
being or having been such a director, officer, employee, agent or trustee,
or by reason of

any action taken or not taken in any such capacity, except with respect to any
matter as to which he shall have been finally adjudicated by a court of
competent jurisdiction not to have acted in good faith in the reasonable
belief that his action was in the best interests of the corporation (any person
serving another organization in one or more of the indicated capacities at the
request of this Association who shall not have been adjudicated in any
proceeding not to have acted in good faith in the reasonable belief that his
action was in the best interest of such other organization shall be deemed so to
have acted in good faith with respect to the National Trust Company) or to the
extent that such matter relates to service with respect to an employee benefit
plan, in the best interest of the participants or beneficiaries of such employee
benefit plan. Expenses, including but not limited to counsel fees and
disbursements, so incurred by any such person in defending any such action, suit
or proceeding, shall be paid from time to time by this Association in advance of
the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the person indemnified to repay the amounts so
paid if it shall ultimately be determined that indemnification of such expenses
is not authorized hereunder.

As to any matter disposed of by settlement by any such person, pursuant
to a consent decree or otherwise, no such indemnification either for the amount
of such settlement or for any other expenses shall be provided unless such
settlement shall be approved as in the best interests of the National Trust
Company, after notice that it involves such indemnification, (a) by vote of a
majority of the disinterested directors then in office (even though the
disinterested directors be less than a quorum), or (b) by any disinterested
person or persons to whom the question may be referred by vote of a majority of
such disinterested directors, or (c) by vote of the holders of a majority of the
outstanding stock at the time entitled to vote for directors, voting as a single
class, exclusive of any stock owned by any interested person, or (d) by any
disinterested person or persons to whom the question may be referred by vote of
the holders of a majority of such stock. No such approval shall prevent the
recovery from any such director, officer, employee, agent or trustee of any
amounts paid to him or on his behalf as indemnification in accordance with the
preceding sentence if such person is subsequently adjudicated by a court of
competent jurisdiction not to have acted in good faith in the reasonable belief
that his action was in the best interests of this Association.

action, suit or other proceeding in question or another action, suit or other
proceeding on the same or similar grounds is then or had been pending or
threatened, and a "disinterested" person is a person against whom no such
action, suit or other proceeding is then or had been pending or threatened.

By action of the board of directors, notwithstanding any interest of the
directors in such action, this Association may purchase and maintain insurance,
in such amounts as the board of directors may from time to time deem
appropriate, on behalf of any person who is or was a director, officer, employee
or other agent of this Association, or is or was serving at the request of this
Association as a director, trustee, officer, employee or other agent of another
organization or of any partnership, joint venture, trust, employee benefit plan
or other enterprise or organization against any liability incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Association would have the power to indemnify him against such liability.

IN WITNESS WHEREOF, I have hereunto set my hand and the seal of said
Association this 15th day of May, 1987.

/s/ Robert J. Malley
----------------------------------------
(SEAL) Secretary

Commonwealth of Massachusetts)
County of Suffolk )

Before the undersigned, a Notary Public of Suffolk County, personally
appeared Robert J. Malley, to be well known, who acknowledged that he executed
the foregoing certificate for the purposes therein mentioned.

Witness may hand and seal of
office this 15th day of
May, 1987.

/s/ June F. Phillips
-----------------------------------
June F. Phillips, Notary Public
My commission expires July 23, 1987

(Official Seal of Officer)

EXHIBIT B

COMPTROLLER OF THE CURRENCY

TREASURY DEPARTMENT LOGO OF THE UNITED STATES

WASHINGTON, D.C.

WHEREAS, SATISFACTORY EVIDENCE HAS BEEN PRESENTED TO THE COMPTROLLER OF

THE CURRENCY THAT __________________________ "STATE STREET BANK AND TRUST

COMPANY, NATIONAL ASSOCIATION",

LOCATED IN NEW YORK, STATE OF NEW YORK, HAS COMPLIED WITH ALL PROVISIONS OF THE

STATUTES OF THE UNITED STATES REQUIRED TO BE COMPLIED WITH BEFORE BEING

AUTHORIZED TO COMMENCE THIS BUSINESS OF BANKING AS A NATIONAL BANKING

ASSOCIATION:

NOTE THEREFORE, I HEREBY CERTIFY THAT THE ABOVE-NAMED ASSOCIATION IS

AUTHORIZED TO COMMENCE THE BUSINESS OF BANKING AS A NATIONAL BANKING

ASSOCIATION.

IN TESTIMONY WHEREOF, WITNESS MY SIGNATURE AND SEAL OF

OFFICE THIS 1ST DAY OF JANUARY, 1984

CHARTER NO. 19045 /s/ C.T. CONOVER
COMPTROLLER OF THE CURRENCY

EXHIBIT C

[LETTERHEAD OF COMPTROLLER OF THE CURRENCY OF THE UNITED STATES APPEARS HERE]

WHEREAS, STATE STREET BANK AND TRUST COMPANY, N.A., LOCATED IN
NEW YORK, STATE OF NEW YORK, BEING A NATIONAL BANKING ASSOCIATION, ORGANIZED
UNDER THE STATUTES OF THE UNITED STATES, HAS MADE APPLICATION FOR AUTHORITY TO
ACT AS FIDUCIARY.

AND WHEREAS, APPLICABLE PROVISIONS OF THE STATUTES OF THE UNITED
STATES AUTHORIZE THE GRANT OF SUCH AUTHORITY.

NOW THEREFORE, I HEREBY CERTIFY THAT THE NECESSARY APPROVAL HAS
BEEN GIVEN AND THAT THE SAID ASSOCIATION IS AUTHORIZED TO ACT IN ALL FIDUCIARY
CAPACITIES PERMITTED BY SUCH STATUTES.

IN TESTIMONY WHEREOF, WITNESS MY
SIGNATURE AND SEAL OF OFFICE
[SEAL APPEARS HERE] THIS THIRD DAY OF JANUARY, 1984.

[SIGNATURE APPEARS HERE]

COMPTROLLER OF THE CURRENCY

CHARTER NO. 18045

EXHIBIT D

STATE STREET BANK AND TRUST COMPANY, NATIONAL ASSOCIATION

AMENDED AND RESTATED

BYLAWS

ARTICLE I
---------

Meetings of Shareholders
------------------------

Section 1.1. Annual Meeting. The regular annual meeting of the shareholders
--------------
to elect directors and transact whatever other business may properly come before
the meeting, shall be held at the Main Office of the National Trust Company, 61
Broadway, in the City of New York, State of New York or such other places as the
Board of Directors may designate, at 10 o'clock, on the fourth Wednesday of
April of each year. Notice of such meeting shall be mailed, postage prepaid, at
least ten days prior to the date thereof, addressed to each shareholder at his
address appearing on the books of the National Trust Company. If, from any
cause, an election of directors is not made on the said day, the Board of
Directors shall order the election to be held on some subsequent day, as soon
thereafter as practicable, according to the provisions of law; and notice
thereof shall be given in the manner herein provided for the annual meeting.

Section 1.2. Special Meeting. Except as otherwise specifically provided by
---------------
statute, special meetings of the shareholders may be called for any purpose at
any time by the Board of Directors or by any shareholder owning, in the
aggregate, not less than 10 percent of the stock of the National Trust Company.
Every such special meeting, unless otherwise provided by law, shall be called by
mailing, postage prepaid, not less than ten days prior to the date fixed for
such meeting, to each shareholder at his address appearing on the books of the
National Trust Company a notice stating the purpose of the meeting.

Section 1.3. Nominations for Director. Nominations for election to the
------------------------
Board of Directors may be made by the Board of Directors or by any shareholder
of any outstanding class of capital stock of the National Trust Company entitled
to vote for the election of directors. Nominations, other than those made by or
on behalf of the existing management of the National Trust Company, shall be
made in writing and shall be delivered or mailed to the President of the
National Trust Company and to the Comptroller of the Currency, Washington, D.C.,
not less than 14 days nor more than 50 days prior to any meeting of shareholders
called for the election of directors, provided however, that if less than 21
days' notice of the meeting is given to shareholders, such nomination shall be
mailed or delivered to the President of the National Trust Company and to the
Comptroller of the Currency not later than the close of business on the seventh
day following the day on which the notice of meeting was mailed. Such
notification shall contain the following information to the extent known to the
notifying shareholder:

(a) the name and address of each proposed nominee: (b) the principal
occupation of each proposed nominee: (c) the total number of shares of capital
stock of the National Trust Company

that will be voted for each proposed nominee: (d) the name and residence address
of the notifying shareholder; and (e) the number of shares of capital stock of
the National Trust Company owned by the notifying shareholder. Nominations not
made in accordance herewith may, in his/her discretion, be disregarded by the
Chairperson of the meeting, and upon his/her instructions, the vote tellers may
disregard all votes cast for each such nominee.

Section 1.4. Proxies. Shareholders may vote at any meeting of the
-------
shareholders by proxies duly authorized in writing, but no officer or employee
of this National Trust Company shall act as proxy. Proxies shall be valid only
for one meeting, to be specified therein, and any adjournments of such meeting.
Proxies shall be dated and shall be filed with the records of the meeting.

Section 1.5. Quorum. A majority of the outstanding capital stock,
------
represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders, unless otherwise provided by law; but less than a quorum may
adjourn any meeting, from time to time, and the meeting may be held, as
adjourned, without further notice. A majority of the votes cast shall decide
every question or matter submitted to the shareholders at any meeting, unless
otherwise provided by law or by the Articles of Association.

ARTICLE II
----------

Directors
---------

Section 2.1. Board of Directors. The Board of Directors shall have power
------------------
to manage and administer the business and affairs of the National Trust Company.
Except as expressly limited by law, all corporate powers of the National Trust
Company shall be vested in and may be exercised by the Board of Directors.

Section 2.2. Number. The Board of Directors shall consist of not less than
------
five nor more than twenty-five shareholders, the exact number within such
minimum and maximum limits to be fixed and determined from time to time by
resolution of a majority of the full Board or by resolution of the shareholders
at any meeting thereof; provided, however, that a majority of the full Board of
-------- -------
Directors may not increase the number of directors to a number which (i) exceeds
by more than two the number of directors last elected by shareholders where such
number was fifteen or less: and (ii) to a number which exceeds by more than four
the number of directors last elected by shareholders where such number was
sixteen or more, but in no event shall be number of directors exceed
twenty-five.

Section 2.3. Organization Meeting. The Cashier, upon receiving the results
--------------------
of any election, shall notify the directors-elect of their election and of the
time at which they are required to meet at the Main Office of the National Trust
Company for the purpose of organizing the new Board and electing and appointing
officers of the National Trust Company for the succeeding year. Such meeting
shall be held on the day of the election or as soon thereafter as practicable,
and, in any event, within thirty days thereof. If, at the time fixed for such
meeting,

there shall not be a quorum present, the Directors present may adjourn the
meeting, from time to time, until a quorum is obtained.

Section 2.4. Regular Meetings. Regular Meetings of the Board of Directors
----------------
shall be held, without notice, at least once in each quarter on such days and at
such hours as the Directors may from time to time determine. When any regular
meeting of the Board falls upon a holiday, the meeting shall be held on the next
banking business day unless the Board shall designate some other day.

Section 2.5. Special Meetings. Special meetings of the Board of Directors
----------------
may be called by the Chairman of the Board of the National Trust Company, or at
the request of three or more directors. Each member of the Board of Directors
shall be given notice stating the time and place, by telegram, letter, or in
person, of each such special meeting.

Section 2.6. Quorum. A majority of the directors shall constitute a quorum
------
at any meeting, except when otherwise provided by law; but a less number may
adjourn any meeting, from time to time, and the meeting may be held, as
adjourned, without further notice.

Section 2.7. Vacancies. When any vacancy occurs among the directors, the
---------
remaining members of the Board, in accordance with the laws of the United
States, may appoint a director to fill such vacancy at any regular meeting of
the Board, or at a special meeting called for that purpose.

ARTICLE III
-----------

Committees of the Board
-----------------------

Section 3.1. Investment Committee. There shall be an Investment Committee
--------------------
composed of not less than two Directors, appointed by the Board annually or more
often. The Investment Committee shall have the power to insure adherence to
Investment Policy, to recommend amendments thereto, to purchase and sell
securities, to exercise authority regarding investments and to exercise, when
the Board is not in session, all other powers of the Board regarding investment
securities that may be lawfully delegated. The Investment Committee shall keep
minutes of its meetings, and such minutes shall be submitted at the next regular
meeting of the Board of Directors at which a quorum is present, and any action
taken by the Board with respect thereto shall be entered in the minutes of the
Board.

Section 3.2. Examining Committee. There shall be an Examining Committee
-------------------
composed of not less than two directors, exclusive of any active officers,
appointed by the Board annually or more often, whose duty it shall be to make an
examination at least once during each calendar year into the affairs of the
National Trust Company or cause suitable examinations to be made by auditors
responsible only to the Board of Directors and to report the result of such
examination in writing to the Board at the next regular meeting thereafter.

Section 3.3. Other Committees. The Board of Directors may appoint, from
----------------
time to time, from its own members, other committees of one or more persons, for
such purposes and with such powers as the Board may determine.

ARTICLE IV
----------

Officers and Employees
----------------------

Section 4.1. Chairperson of the Board. The Board of Directors shall
------------------------
appoint one of its members to be Chairperson of the Board to serve at the
pleasure of the Board. Such person shall preside at all meetings of the Board
of Directors. The Chairperson of the Board shall supervise the carrying out of
the policies adopted or approved by the Board; shall have general executive
powers, as well as the specific powers conferred by the these Bylaws; and shall
also have and may exercise such further powers and duties as from time to time
may be conferred upon, or assigned by the Board of Directors.

Section 4.2. President. The Board of Directors shall appoint one of its
---------
members to be President of the National Trust Company. In the absence of the
Chairperson, the President shall preside at the meeting of the Board. The
President shall have general executive powers, and shall have and may exercise
any and all other powers and duties pertaining by law, regulations, or practice,
to the Office of President, or imposed by these Bylaws. The President shall
also have any may exercise such further powers and duties as from time to time
may be conferred, or assigned by the Board of Directors.

Section 4.3. Vice President. The Board of Directors may appoint one or
--------------
more Vice Presidents. Each Vice President shall have such powers and duties as
may be assigned by the Board of Directors. One Vice President shall be
designated by the Board of Directors, in the absence of the President, to
perform all the duties of the President.

Section 4.4. Secretary. The Board of Directors shall appoint a Secretary,
---------
Cashier, or other designated officer who shall be Secretary of the Board and of
the National Trust Company, and shall keep accurate minutes of all meetings.
The Secretary shall attend to the giving of all notices required by these Bylaws
to be given; shall be custodian of the corporate seal, records, documents and
papers of the National Trust Company; shall provide for the keeping of proper
records of all transactions of the National Trust Company; shall have and may
exercise any and all other powers and duties pertaining by law, regulation or
practice, to the Office of Cashier, or imposed by these Bylaws; and shall also
perform such other duties as may be assigned from time to time, by the Board of
Directors.

Section 4.5. Other Officers. The Board of Directors may appoint one or
--------------
more Assistant Vice Presidents, one or more Assistant Secretaries, one or more
Assistant Cashiers, one or more Managers and Assistant Managers of Branches and
such other officers and Attorneys-in-fact as from time to time may appear to the
Board of Directors to be required or desirable to transact the business of the
National Trust Company. Such officers shall respectively exercise such powers

and perform such duties as pertain to the several offices, or as may be
conferred upon, or assigned to them by the Board of Directors, the Chairperson
of the Board, or the President.

Section 4.6 Tenure of Office. The President and all other officers
----------------
shall hold office for the current year for which the Board was elected, unless
they shall resign, become disqualified, or be removed; and any vacancy occurring
in the Office of President shall be filled promptly by the Board of Directors.

ARTICLE V
---------

Stock and Stock Certificates
---------------------------

Section 5.1 Transfers. Shares of stock shall be transferable on the
---------
books of the National Trust Company, and a transfer book shall be kept in which
all transfers of stock shall be recorded. Every person becoming a shareholder by
such transfer shall, in proportion to his shares, succeed to all rights of the
prior holder of such shares.

Section 5.2 Stock Certificates. Certificates of stock shall bear the
------------------
signature of the President (which may be engraved, printed or impressed), and
shall be signed manually or by facsimile process by the Secretary, Assistant
Secretary, Cashier, Assistant Cashier, or any other officer appointed by the
Board of Directors for that purpose, to be known as an Authorized Officer, and
the seal of the National Trust Company shall be engraven thereon. Each
certificate shall recite on its face that the stock represented thereby is
transferable only upon the books of the National Trust Company properly
endorsed.

ARTICLE VI
----------

Corporate Seal
--------------

The President, the Cashier, the Secretary or any Assistant Cashier or
Assistant Secretary, or other officer thereunto designated by the Board of
Directors, shall have authority to affix the corporate seal to any document
requiring such seal, and to attest the same. Such seal shall be substantially in
the following form:

ARTICLE VII
-----------

Miscellaneous Provisions
------------------------

Section 7.1 Fiscal Year. The fiscal Year of the National Trust Company
-----------
shall be the calendar year.

Section 7.2 Execution of Instruments. All agreements,indentures,
------------------------
mortgages, deeds, conveyances, transfers, certificates, declarations, receipts,
discharges, releases, satisfactions, settlements, schedules, accounts,
affidavits, bonds, undertakings, proxies and other instruments or documents may
signed, executed, acknowledged, verified delivered or accepted in behalf of the
National Trust Company by the Chairperson of the Board, or the President, or any
Vice President, or the Secretary, or the Cashier. Any such instruments may also
be executed, acknowledged, verified, delivered or accepted in behalf of the
National Trust Company in such other manner and by such other officers as the
Board of Directors may from time to time direct. The provisions of this Section
7.2 are supplementary to any other provision of these Bylaws.

Section 7.3 Records. The Articles of Association, the Bylaws and the
-------
proceedings of all meetings of the shareholders, the Board of Directors, and
standing committees of the Board, shall be recorded in appropriate minute books
provided for the purpose. The minutes of each meeting shall be signed by
Secretary, Cashier or other Officer appointed to act as Secretary of meeting.

ARTICLE VIII
------------

Bylaws
------

Section 8.1 Inspection. A copy of the Bylaws, with all amendments
----------
thereto, shall at all times be kept in a convenient place at the Main Office of
the National Trust Company, and shall be open for inspection to all
shareholders, during banking hours.

Section 8.2 Amendments. the Bylaws may be amended, altered or repealed
----------
at any regular meeting of the Board of Directors, by a vote of a majority of the
total number of the Directors.

[LETTERHEAD OF STATE STREET BANK AND TRUST COMPANY APPEARS HERE]

EXHIBIT E

CONSENT OF TRUSTEE

Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939, as amended, we hereby consent 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.

STATE STREET BANK AND TRUST COMPANY, N.A.

By: /s/ James E. Murphy
-------------------------------
James E. Murphy
Vice President

Dated: May 26, 1998

EXHIBIT F

OMB Number: 7100-0038

Federal Discount Insurance Corporation
OMB Number: 3054-0052

Office of the Comptroller of the Currency
OMB Number:1557-0081

Expires March 31, 2000

Federal Financial Institutions Examination Council
- --------------------------------------------------------------------------------

[LOGO APPEARS HERE] -----
1
-----
Please refer to page i,
Table of Contents, for
the required disclosure
of estimated burden.

- ------------------------------------------------------------------
Consolidated Reports of Condition and Income for
A Bank With Domestic Offices Only and
Total Assets of Less Than $100 Million--FFIEC 034

Report at the close of business March 31, 1998 (980331)
---------
???????

This report is required by law: 12 U.S.C. (S)324 (State member banks); 12
U.S.C. (S)1817 (State nonmember banks); and 12 U.S.C. (S)161 (National banks).

This report form is to be filed by banks with domestic offices only. Banks with
foreign offices (as defined in the instructions) must file FFIEC 031.
- -------------------------------------------------------------------------------
NOTE: The Reports of Condition and Income must be signed by an authorized
officer and the Report of Condition must be attested to by not less than two
directors (trustees) for State nonmember banks and three directors for State
member and National banks.

I, Samir Zaki
-----------------------------------------------------------------------------
Name and Title of Officer Authorized to Sign Report

of the named bank do hereby declare that the Reports of Condition and Income
(including the supporting schedules) for this report date have been prepared in
conformance with the instructions issued by the appropriate Federal regulatory
authority and are true to the best of my knowledge and belief.

/s/ Samir Zaki
- --------------------------------------------------------------------------------
Signature of Officer Authorized to Sign Report

4/27/98
- --------------------------------------------------------------------------------
Date of Signature

The Reports of Condition and Income are to be prepared in accordance with
Federal regulatory authority instructions.

We, the undersigned directors (trustees), attest to the correctness of the
Report of Condition (including the supporting schedules for this report date 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
appropriate Federal regulatory authority and is true and correct.

[SIGNATURE APPEARS HERE]
- --------------------------------------------------------------------------------
Director (Trustee)

- --------------------------------------------------------------------------------

Submission of Reports

Each bank must prepare its Reports of Condition and Income either:

(a) in electronic form and then file the computer data file directly with the
banking agencies' collection agent. Electronic Data Systems Corporation
(EDS), by modem or on a computer diskette; or

(b) in hard-copy (paper) form and arrange for another party to convert the
paper report to electronic form. That party (if other than EDS) must
transmit the bank's computer data file to EDS.

To fulfill the signature and attestation requirement for the Reports of
Condition and Income for this report data, attach this signature page to the
hard-copy record of the complete report that the bank places in its files.

- --------------------------------------------------------------------------------

FDIC Certificate Number |__|__|__|__|__|
??????

State Street Bank & Trust Co., N.A.
-------------------------------------
Legal Title of Bank (Text XXXX)

New York
-------------------------------------
City (Text XXXX)

NY 10006
-------------------------------------
State Abrrev (Text XXXX) Zip Code
(Text XXXX)

Board of Governors of the Federal Reserve System, Federal Deposit Insurance
Corporation, Office of the Comptroller of the Currency

Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for March 31, 1998

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

Schedule RC -- Balance Sheet

C100
---------------
Dollar Amount in Thousands RCON Mil Thou
- -----------------------------------------------------------------------------------------------------------------------

ASSETS
1. Cash and balances due from depository institutions
a. Noninterest-bearing balances and currency and coin(1),(2)........................................ 0081 16,966 1.a.
b. Interest-bearing balances (3).................................................................... 0071 0 1.b.
2. Securities:
a. Held-to-maturity securities (from Schedule RC-8, column A)....................................... 1750 0 2.a.
b. Available-for-sale securities (from Schedule RC-8, column D)..................................... 1773 75 2.b.
3. Federal funds sold (4) and securities purchased under agreements to resell...........................1300 0 3.
4. Loans and Lease financing receivables:
-----------------
a. Loans and Leases, net of unearned income from Schedule RC-8:.................... RCON 1123 0 4.a.
b. LESS: Allowance for loan and lease losses....................................... RCON 3123 0 4.b.
c. LESS: Allocated transfer risk reserve........................................... RCON 3129 0 4.c.
-----------------
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...................................................................................... 3545 0 5.
6. Premises and fixed assets (including capitalized leases)............................................ 2145 268 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 0 8.
9. Customer' liability to this bank on acceptance outstanding.......................................... 2135 0 9.
10. Intangible assets (from Schedule RC-M)...............................................................2143 0 10.
11. Other assets (from Schedule RC-F)................................................................... 2360 437 11.
12. a. Total assets (sum of items 1 through 12)......................................................... 2170 17,746 12.a.
b. Losses detected pursuant to IZ U.S.C. 1813 (4)................................................... 2306 0 12.b.
c. Total assets and losses deferred pursuant to IZ U.S.C. 323(j) sum of
items 12.a and 12.b)............................................................................. 0307 17,746 12.c.

- -----------------
(1) Includes cash items in process of collection and unposted debits.
(2) The amount reported in this item must be greater than or equal to the sum of
Schedule RC-M, items 3.a and 3.b.
(3) Includes time certificates of deposit not held for trading.
(4) Report " term federal funds sold" in Schedule Rc, item 4.a. "Loans and
Leases, net of unearned income," and in Schedule RC-C, part I.

Address: 61 Broadway XXXXXXXXXXXXX
XXXXXXXXXXXX New York, NY 10006
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Schedule RC--Continued

Dollar Amounts in Thousands RCON Mil Thou
- ---------------------------------------------------------------------------------------------------------------------------

Liabilities
13. Deposits:
a. In domestic offices sum of totals of columns A and C from Schedule RC-E) .................... 2800 0 13.a.
(1) Noninterest-bearing(1) ........................................... RCON 6631 0 13.a.(1)
(2) Interest-bearing ................................................. RCON 5534 0 13.a.(2)
b. In foreign offices. Edge and Agreement subsidiaries, and IBFs ..............................
(1) Noninterest-bearing .....................................................................
(2) Interest-bearing ........................................................................
14. Federal funds purchased (2) and securities sold under agreements to repurchase .................. 2800 0 14.
15. a. Demand notes issued to the U.S. Treasury .................................................... 2840 0 15.a.
b. Trading Liabilities ......................................................................... 3548 0 15.b.
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases:
a. With a remaining maturity of one year or less ............................................... 2332 0 16.a.
b. With a remaining maturity of more than one year through three years ......................... 2547 0 16.b.
c. With a remaining maturity of more than three years .......................................... 2548 0 16.c.
17. Not applicable
18. Bank's liability on acceptance executed and outstanding ......................................... 2320 0 18.
19. Subordinated notes and indentures(3) ............................................................ 3200 0 19.
20. Other liabilities from Schedule RC-3 ............................................................ 2348 5,920 20.
21. Total liabilities (sum of items 12 through 23) .................................................. 2348 5,920 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus ................................................... 3838 0 23.
24. Common stock .................................................................................... 3230 500 24.
25. Surplus (exclude all surplus related to preferred stock) ........................................ 3629 2,000 25.
26. a. Undivided profits and capital reserves ....................................................... 3632 9,326 26.a.
b. Net unrealized holding gains (Losses) on available-for-sale securities ....................... 8434 0 26.b.
27. Cumulative foreign currency translation adjustments .............................................
28. a. Total equity capital (sum of items 23 through 27) ............................................ 3210 11,826 28.a.
b. Losses deferred pursuant to 12 U.S.C. 1923 (j) ............................................... 0306 0 28.b.
C. Total equity capital and Losses deferred pursuant to 12 U.S.C. 1923 (j) (sum of items 29.a
and 29.b) .................................................................................... 3559 11,826 28.c.
29. Total liabilities, equity capital, and losses preferred pursuant to 12 U.S.C. 1923 (j)
sum of items 21 and 28.c. ....................................................................... 3257 17,746 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 Number
comprehensive level of auditing work performed for the bank by independent external auditors -------------------
as of any date during 1997 ..................................................................... RCON 6724 2 M.1.
-------------------

1 - Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 - Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 - Director's 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 - Director's examination of the bank performed by other external auditors (may
be required by state chartering authority)
5 - Review of the bank's financial statements by external auditors
6 - Compilation of the bank's financial statements by external auditors
7 - Other audit procedures (excluding tax preparation work)
8 - No external audit work

- --------------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Report "term federal funds purchased" in Schedule RC, item 16. "Other
borrowed money."
(3) Includes limited-life preferred stock and related surplus.