SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C.


                                 FORM T-2

                      Statement of Eligibility 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)   X  .

                              James E. Morris 
                             (Name of Trustee)

                                ###-##-####       
                          Social Security Number

         30 Corporate Woods, Suite 120, Rochester, New York 14623
           (Business Address: street, city, state and zip code)

                    American Equities Income Fund, Inc.        
            (Exact name of obligor as specified in its charter)

                                 Delaware             
                       (State of other jurisdiction 
                     of incorporation or organization)

                                22-3429295      
                             (I.R.S. Employer
                          Identification Number)

                   East 80 Route 4, Paramus, New Jersey  
                 (Address of principal executive offices)

                                  07652   
                                (Zip code)

                           12% Promissory Notes
                      (Title of indenture securities)

Item 1.   Affiliation with Obligor.

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

          None.

Item 2.   Trusteeships under other obligations.

          If the Trustee is 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 such indenture as an exhibit and furnish the following
information:

          (a)  Title of such other securities under each other indenture.

          None.

          (b)  A brief statement of the facts relied upon by the Trustee 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 as of how the
indenture securities will rank as compared with the securities issued under such other
indenture.

          N/A

Item 3.   Certain relationships between the 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.

Item 4.   Securities of the Obligor owned or held by the Trustee.

          As of August 19, 1996 - None.

Item 5.   Securities of underwriters owned or held by the Trustee.

          As of August 19, 1996 - None.

Item 6.   Holdings by the Trustee of voting securities of certain affiliates or
          principal holders of voting securities of the Obligor.

          As of August 19, 1996 - None.

Item 7.   Holdings by the Trustee of any securities of a person owning 50 percent or 
          more of the voting securities of the Obligor.

          As of August 19, 1996 - None.

Item 8.   Indebtedness of the Obligor to the Trustee.

          None.

Item 9.   Defaults by the Obligor.

          (a)  State whether there is or has been any default with respect to the
securities under this indenture.  Explain the nature of any such default.

          None.

          (b)  If the Trustee is a trustee under another indenture under which any
other securities or certificates of interest or participation in other securities, of this obligor
are outstanding, or is trustee for more than one outstanding series of securities, state whether
there has been a default under any such indenture or series, identify the indenture or series
affected, and explain the nature of any such default.

          None.

Item 10.  Affiliations with the underwriters.

          If any underwriter is an affiliate of the Trustee, describe each such affiliation.

          None.

Item 11.  List of Exhibits.

          1.   Indenture of Trust, by and between the Obligor and the Trustee. (1)

_______________________________

(1)  Incorporated by reference, filed as an exhibit to Amendment No. 5 to the Corporation's
Registration Statement as filed with the Securities and Exchange Commission on August 23,
1996.

                                 SIGNATURE


     Pursuant to the Trust Indenture Act of 1939, I, James E. Morris, have signed this
statement of eligibility in the City of Rochester, and State of New York, on the 20th day of
August, 1996.


                                                                 
                                   James E. Morris, Trustee