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                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

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


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

                              THE BANK OF NEW YORK
              (Exact name of trustee as specified in its charter)


New York                                                    13-5160382
(State of incorporation                                     (I.R.S. employer
if not a U.S. national bank)                                identification no.)
                                                    
48 Wall Street, New York, N.Y.                              10286
(Address of principal executive offices)                    (Zip code)


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


                         FIRST PALM BEACH BANCORP,INC.
              (Exact name of obligor as specified in its charter)


Delaware                                                    65-0418027
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)
                                                            


450 South Australian Avenue
West Palm Beach, Florida                                    33401
(Address of principal executive offices)                    (Zip code)
                                                            
                             ----------------------

                   Series B 10.35% Senior Debentures Due 2002
                      (Title of the indenture securities)


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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.
     


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                  Name                                        Address           
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     Superintendent of Banks of the State of              2 Rector Street, New York,
     New York                                             N.Y.  10006, and Albany, N.Y. 12203
     
     Federal Reserve Bank of New York                     33 Liberty Plaza, New York,
                                                          N.Y.  10045
     
     Federal Deposit Insurance Corporation                Washington, D.C.  20429
     
     New York Clearing House Association                  New York, New York   10005


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

     Yes.

2.   AFFILIATIONS WITH OBLIGOR.

     IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
     SUCH AFFILIATION.

     None.

16.  LIST OF EXHIBITS.

     EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE
     COMMISSION, ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT
     HERETO, PURSUANT TO RULE 7a-29 UNDER THE TRUST INDENTURE ACT
     OF 1939 (THE "ACT") AND 17 C.F.R. 229.10(d).
     
     1.       A copy of the Organization Certificate of The Bank of
              New York (formerly Irving Trust Company) as now in
              effect, which contains the authority to commence
              business and a grant of powers to exercise corporate
              trust powers.  (Exhibit 1 to Amendment No. 1 to Form
              T-1 filed with Registration Statement No. 33-6215,
              Exhibits 1a and 1b to Form T-1 filed with
              Registration Statement No. 33-21672 and Exhibit 1 to
              Form T-1 filed with Registration Statement No.
              33-29637.)
     
     4.       A copy of the existing By-laws of the Trustee.
              (Exhibit 4 to Form T-1 filed with Registration
              Statement No. 33-31019.)
     




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     6.       The consent of the Trustee required by Section 321(b)
              of the Act.  (Exhibit 6 to Form T-1 filed with
              Registration Statement No. 33-44051.)
     
     7.       A copy of the latest report of condition of the
              Trustee published pursuant to law or to the
              requirements of its supervising or examining
              authority.
     


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                                   SIGNATURE



              Pursuant to the requirements of the Act, the Trustee, The Bank
of New York, a corporation organized and existing under the laws of the State
of New York, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in The City of New
York, and State of New York, on the 5th day of September, 1997.


                                           THE BANK OF NEW YORK
                                           
                                           
                                           
                                           By:  /s/   THOMAS E. TABOR     
                                               ---------------------------
                                               Name:  Thomas E. Tabor
                                               Title: Assistant Treasurer
                                           





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                                                                       Exhibit 7



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                      Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                   of 48 Wall Street, New York, N.Y. 10286
                   And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31,
1997, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.




                                                                  Dollar Amounts
ASSETS                                                              in Thousands
                                                                 
Cash and balances due from depos-                                 
  itory institutions:                                             
  Noninterest-bearing balances and                                
  currency and coin ..................                               $ 8,249,820
  Interest-bearing balances ..........                                 1,031,026
Securities:                                                       
  Held-to-maturity securities ........                                 1,118,463
  Available-for-sale securities ......                                 3,005,838
Federal funds sold and Securities pur-
  chased under agreements to resell                                    3,100,281
Loans and lease financing                                         
  receivables:                                                    
  Loans and leases, net of unearned                               
    income .................32,895,077                            
  LESS: Allowance for loan and                                    
    lease losses ..............633,877                            
  LESS: Allocated transfer risk                                   
    reserve........................429                            
    Loans and leases, net of unearned                             
    income, allowance, and reserve                                    32,260,771
Assets held in trading accounts ......                                 1,715,214
Premises and fixed assets (including                              
  capitalized leases) ................                                   684,704
Other real estate owned ..............                                    21,738
Investments in unconsolidated                                     
  subsidiaries and associated                                     
  companies ..........................                                   195,761
Customers' liability to this bank on                              
  acceptances outstanding ............                                 1,152,899
Intangible assets ....................                                   683,503
Other assets .........................                                 1,526,113
                                                                     -----------
Total assets .........................                               $54,746,131
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LIABILITIES                                                       
Deposits:                                                         
  In domestic offices ................                               $25,614,961
  Noninterest-bearing ......10,564,652                            
  Interest-bearing .........15,050,309                            
  In foreign offices, Edge and                                    
  Agreement subsidiaries, and IBFs ...                                15,103,615
  Noninterest-bearing .........560,944                            
  Interest-bearing .........14,542,671                            
Federal funds purchased and Securities                            
  sold under agreements to repurchase.                                 2,093,286
Demand notes issued to the U.S.                                   
  Treasury ...........................                                   239,354
Trading liabilities ..................                                 1,399,064
Other borrowed money:                                             
  With remaining maturity of one year                             
    or less ..........................                                 2,075,092
  With remaining maturity of more than                            
    one year .........................                                    20,679
Bank's liability on acceptances exe-                              
  cuted and outstanding ..............                                 1,160,012
Subordinated notes and debentures ....                                 1,014,400
Other liabilities ....................                                 1,840,245
                                                                     -----------
Total liabilities ....................                                50,560,708
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EQUITY CAPITAL                                                    
Common stock ........................                                    942,284
Surplus .............................                                    731,319
Undivided profits and capital                                     
  reserves ..........................                                  2,544,303
Net unrealized holding gains                                      
  (losses) on available-for-sale                                  
  securities ........................                               (     19,449)
Cumulative foreign currency transla-                              
  tion adjustments ..................                               (     13,034)
                                                                    ------------
Total equity capital ................                                  4,185,423
                                                                     -----------
Total liabilities and equity                                      
  capital ...........................                                $54,746,131
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                   I, Robert E. Keilman, Senior Vice President and Comptroller
of the above-named bank do hereby declare that this Report of Condition has
been prepared in conformance with the instructions issued by the Board of
Governors of the Federal Reserve System and is true to the best of my knowledge
and belief.

                                                               Robert E. Keilman

                   We, the undersigned directors, attest to the correctness of
this Report of Condition and declare that it has been examined by us and to the
best of our knowledge and belief has been prepared in conformance with the
instructions issued by the Board of Governors of the Federal Reserve System and
is true and correct.


                   Alan R. Griffith  )
                   J. Carter Bacot   )   Directors
                   Thomas A. Renyi   )                

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