<DOCUMENT>
<TYPE>EX-25.1
<SEQUENCE>6
<FILENAME>h20360exv25w1.txt
<DESCRIPTION>STATEMENT OF ELIGIBILITY ON FORM T-1
<TEXT>
<PAGE>

                                                                    EXHIBIT 25.1
================================================================================

                       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) ________

                                   ----------

                   JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
               (Exact name of trustee as specified in its charter)

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

              1111 POLARIS PARKWAY
                 COLUMBUS, OHIO                              43271
    (Address of principal executive offices)               (Zip Code)


                               THOMAS F. GODFREY
                  VICE PRESIDENT AND ASSISTANT GENERAL COUNSEL
                   JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
                      1 CHASE MANHATTAN PLAZA, 25TH FLOOR
                               NEW YORK, NY 10081
                              Tel: (212) 552-2192
            (Name, address and telephone number of agent for service)

                               HALLIBURTON COMPANY
               (Exact name of obligor as specified in its charter)

                    DELAWARE                               76-2677995
         (State or other jurisdiction of                (I.R.S. employer
         incorporation or organization)                identification No.)

            1401 MCKINNEY, SUITE 2400
                 HOUSTON, TEXAS                               77010
    (Address of principal executive offices)               (Zip Code)

                             SENIOR NOTES DUE 2007
                         (Title of indenture securities)

================================================================================
<PAGE>


                                     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.

           Comptroller of the Currency, Washington, D.C.

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

           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 AND GUARANTORS.

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

         None.


<PAGE>

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 JPMorgan Chase Bank, N.A.

           2. A copy of the Certificate of Authority of the Comptroller of the
Currency for the trustee to commence business.

           3. None, the authority of the trustee to exercise corporate trust
powers being contained in the documents described in Exhibits 1 and 2.

           4. A copy of the existing By-Laws of the Trustee.

           5. Not applicable.

           6. The consent of the Trustee required by Section 321(b) of the Act.

           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, JPMorgan Chase Bank, N.A., 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 19th day
of November, 2004.

                                         JPMORGAN CHASE BANK, N.A.

                                         By  /s/ Frank W. McCreary
                                             -----------------------------


<PAGE>


                              Exhibit 1 to Form T-1

                   JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

                                   CHARTER NO.

                             ARTICLES OF ASSOCIATION



For the purpose of organizing an Association to perform any lawful activities of
national banks, the undersigned do enter into the following Articles of
Association:

FIRST. The title of this Association shall be JPMorgan Chase Bank, National
Association (the "Association").

SECOND. The main office of the Association shall be in the City of Columbus,
County of Franklin, State of Ohio. 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 persons, 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 a majority of the shareholders at any annual or
special meeting thereof.

FOURTH. There shall be an annual meeting of the shareholders to elect directors
and transact whatever other business may be brought before the meeting. It shall
be held at the main office or any other convenient place and on such date as the
board of directors may designate.

FIFTH. The authorized amount of capital stock of this Association shall be
$1,800,180,000, divided into 148,765,000 shares of common stock of the par value
of $12 each and 15,000,000 shares of preferred stock of the par value of $1
each; but said capital stock may be increased or decreased from time to time,
according to the provisions of the laws of the United States.

In the event of any such increase in the capital stock of this Association by
the sale of additional shares or the distribution of additional shares as a
stock dividend, each shareholder of this Association (unless otherwise provided
by the shareholders' vote or votes authorizing the increase) shall be entitled,
in proportion to the number of shares of said capital stock owned by him before
such increase, to proportionate rights in respect of such additional shares as
follows: (1) to the extent that such shareholder's proportionate right in
respect of such additional shares shall embrace one or more whole shares of such
additional shares, to receive (a) in the case of a sale, a transferable warrant
entitling the holder to subscribe, within the specified subscription period, for
such one or more whole shares of such additional shares or (b) in the case of a
stock dividend, a certificate evidencing such one or more whole shares of such
additional shares; and (2) to the extent that such shareholder's proportionate
right in respect of such additional shares shall embrace a fraction of a share,
to receive (a) in the case of a sale, a fractional subscription warrant,
conditioned that it shall be void unless, within the specified subscription
period, it is combined with other such fractional subscription warrants in the
aggregate entitling the holder


<PAGE>


thereof to subscribe for a whole share or whole shares of such additional shares
and such subscription is completed by such holder of such combined fractional
warrants or (b) in the case of a stock dividend, a fractional warrant which
shall not represent or entitle the holder thereof to any of the privileges of a
shareholder of this Association but may be combined with other such fractional
warrants in the aggregate entitling the holder thereof to exchange them for a
whole share or whole shares of such additional shares and conditioned that the
holder exchanging such combined fractional warrants for such whole share or
whole shares of such additional shares shall receive any dividends applicable to
such whole share or whole shares declared after the date of such fractional
warrants and payable in respect of such whole share or whole shares at the time
of such exchange.

In the event of an increase in the capital stock of this Association in
pursuance of a statutory consolidation to which this Association may be a party,
the additional shares shall be issued in such a manner as the contract or plan
of consolidation may provide, pursuant to and in contemplation of the statute
under which said consolidation is effected.

In the event of an increase in the capital stock of this Association in
pursuance of a plan or contract (other than in the case of a statutory
consolidation) for the acquisition by this Association of the assets, in whole
or in part, and the good will of another banking institution or banker, the
additional shares shall be subscribed for by or issued to any persons, firms,
trustees or corporations, whether or not shareholders of this Association, as in
its discretion in the execution of such plan or contract, the Board of Directors
may approve.

The 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 Chairman of the Board; but the Board of Directors may
appoint a director, in lieu of the President, to be Chairman of the Board, who
shall perform such duties as may be designated by the Board of Directors. The
Board of Directors shall have the power to appoint one or more Vice Presidents;
to appoint a Cashier and such other officers as may be required to transact the
business of this Association; to fix the salaries to be paid to all officers of
this Association; and to dismiss such officers, or any of them; but the Board of
Directors may delegate the authority to exercise such powers of appointment,
salary determination and dismissal.

The Board of Directors shall have the power to define the duties of officers and
employees of this Association, to require bonds from them, and to fix the
penalty thereof; to regulate the manner in which directors shall be elected or
appointed, and to appoint judges of election; in the event of an increase of the
capital stock of this Association to regulate the manner in which such increase
shall be made; to make all by-laws that it may be lawful for them to make for
the general regulation of the business of this Association and the management of
its affairs; and generally to do and perform all acts that it may be lawful 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 location permitted under applicable law, without
the approval of the


<PAGE>
shareholders, and shall have the power to establish or change the location of
any branch or branches of the Association to any other location permitted under
applicable law, without the approval of the shareholders subject to such
limitations as from time to time may be provided by law.

EIGHTH. The corporate existence of this Association shall continue until
termination according to the laws of the United States.

NINTH. 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.

In witness whereof, we have hereunto set our hands as of June 21, 2004.


                                                 By /s/ Hans W. Bercherer
                                                    ----------------------------
                                                    Hans W. Bercherer

                                                 By /s/ Frank A. Bennack, Jr.
                                                    ----------------------------
                                                    Frank A. Bennack, Jr.

                                                 By /s/ Lawrence A. Bossidy
                                                    ----------------------------
                                                    Lawrence A. Bossidy

                                                 By /s/ Ellen V. Futter
                                                    ----------------------------
                                                    Ellen V. Futter

                                                 By /s/ William H. Gray, III
                                                    ----------------------------
                                                    William H. Gray, III

                                                 By /s/ William B. Harrison, Jr.
                                                    ----------------------------
                                                    William B. Harrison

                                                 By /s/ Helene L. Kaplan
                                                    ----------------------------
                                                    Helene L. Kaplan
<PAGE>
                              Exhibit 2 to Form T-1

Comptroller of the Currency
Administrator of National Banks

Washington, D.C. 20219

         CERTIFICATE OF CORPORATE EXISTENCE AND FIDUCIARY POWERS

I, Julie L. Williams, Acting Comptroller of the Currency, do hereby certify
that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq.,
as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and
control of all records pertaining to the chartering of all National Banking
Associations.

2. "JPMorgan Chase Bank, National Association," New York, New York, (Charter No.
8) is a National Banking Association formed under the laws of the United States
and is authorized thereunder to transact the business of banking and exercise
Fiduciary Powers on the date of this Certificate.


                               IN TESTIMONY WHEREOF, I have hereunto

                               subscribed my name and caused my seal of office

                               to be affixed to these presents at the Treasury

                               Department in the City of Washington and District

                               of Columbia, this November 17, 2004.

[SEAL]                         /s/ Julie L. Williams
                               -------------------------------------------------

                               Acting Comptroller of the Currency

<PAGE>
                              Exhibit 4 to Form T-1

                                     BY-LAWS

                                       OF

                    JPMORGAN CHASE BANK, NATIONAL ASSOCIATION


                                    ARTICLE I

                            MEETINGS OF SHAREHOLDERS

                  SECTION 1.01. SHAREHOLDER'S MEETINGS. The regular annual
meeting of the shareholders of JPMorgan Chase Bank, National Association (the
"Bank") for the election of directors and the transaction of whatever other
business may properly come before the meeting shall be held at the main banking
office of the Bank or any other convenient place the Board of Directors may
designate, on such date as may be designated by the Board of Directors. Special
meetings of the shareholders may be called by the Chairman of the Board, the
Chief Executive Officer, the President, or the Secretary. The time and place of
each special meeting shall be designated by the Board and shall be included in a
notice of meeting.

                  SECTION 1.02. CONSENT IN LIEU OF MEETING OF SHAREHOLDERS.
Except as otherwise required by applicable laws and regulations, any action that
may be taken at the annual meeting or any special meeting of the shareholders
may also be taken without a meeting if a written consent to the action is signed
by all of the persons who would be entitled to vote thereon and is filed with
the Secretary of the Bank as part of the corporate records.


                                   ARTICLE II

                               BOARD OF DIRECTORS

                  SECTION 2.01. NUMBER. The business and affairs of the Bank
shall be managed by or under the direction of a Board of Directors, of such
number as may be fixed from time to time by resolution adopted by the Board, but
in no event less than 5 or more than 25. Each director hereafter elected shall
hold office until the next annual meeting of the shareholders and until his
successor is elected and has qualified, or until his death or until he shall
resign or shall have been removed.

                  SECTION 2.02. QUALIFICATIONS. During his entire term of
service, each director of the Bank, unless otherwise permitted under the laws of
the United States, must be a citizen of the United States and must own, in his
own right, capital stock in the Bank or in a company that controls the Bank, in
such amounts as required by applicable statute or regulation.

                  SECTION 2.03. OATH. Each person appointed or elected a
director of the Bank must, prior to exercising the functions of such office,
take the oath of such office in the form prescribed by the Comptroller of the
Currency.


<PAGE>
                  SECTION 2.04. VACANCIES. In case of any increase in the number
of directors, the additional director or directors, and in case of any vacancy
in the board due to death, resignation, removal, disqualification or any other
cause, the successors to fill the vacancies shall be elected by action of the
shareholders or, subject to the limits specified in 12 CFR Part 7, a majority of
the directors then in office.

                  SECTION 2.05. ANNUAL MEETING. An annual meeting of the
directors shall be held each year at such time and place as shall be designated
by the Board. At such meeting, the directors may elect from their own number a
Chairman of the Board, a Chief Executive Officer, and a President, and shall
elect or appoint such other officers authorized by these By-laws, and appoint
such Committees consistent with Article III hereof, as they may deem desirable.

                  SECTION 2.06. REGULAR MEETINGS. The Board may hold regular
meetings, without notice, at such times and places as the Board may from time to
time determine.

                  SECTION 2.07. SPECIAL MEETINGS. Special Meetings of the Board
of Directors may be called by the Chairman of the Board, the Chief Executive
Officer, the President, or a majority of the directors then in office. Unless
waived, each member of the Board of Directors shall be given notice by
telephone, in person, or in writing by facsimile transmission, hand delivery,
courier service, first class mail, certified mail, express mail, email or other
electronic means, stating the time and place of each special meeting.

                  SECTION 2.08. QUORUM; MAJORITY VOTE. Except as otherwise
provided herein or as required by applicable law, a majority of the members of
the entire Board (or the next highest integer in the event of a fraction) shall
constitute a quorum, and a majority of those present and voting at any meeting
of the Board of Directors shall decide each matter considered. If less than a
quorum be present, a majority of those present may adjourn any meeting from time
to time and the meeting may be held as adjourned without further notice.

                                   ARTICLE III

                             COMMITTEES OF THE BOARD

                  SECTION 3.01. COMMITTEES. Except for those duties that by law
or regulation must be performed by at least a majority of the full Board of
Directors, the performance of such duties as the Board deems appropriate may be
assigned to one or more committees of one or more persons. Membership in each
such committee shall be as established from time to time by the Board. All acts
done and powers conferred by any Committee from time to time shall be deemed to
be, and may be certified as being done or conferred under authority of the
Board. A Committee may delegate its duties to one or more subcommittees composed
of one or more members of the Committee. Each Committee may fix its own rules
and procedures, in the absence of which the provisions of the Articles of
Association and these By-laws with respect to meetings of the Board shall apply
to Committees and their members. The minutes of the meetings of each Committee
shall be submitted at the next regular meeting of the Board at which a quorum is
present, or, if impracticable, at the next subsequent meeting.

                  SECTION 3.02. EXAMINING COMMITTEE. The Audit Committee of J.P.
Morgan Chase & Co. shall be the Examining Committee of the Bank and shall have
full and complete


<PAGE>
authority to act for and on behalf of this Bank in the exercise of the authority
granted to it by the By-laws and the Board of Directors of J.P. Morgan Chase &
Co.

                                   ARTICLE IV

                               OFFICERS AND AGENTS

                  SECTION 4.01. OFFICERS. The officers of the Bank may include a
Chairman of the Board, a Chief Executive Officer, and a President, each of whom
must be a director and shall be elected by the Board; and such other officers as
may from time to time be elected by the Board or under its authority, or
appointed by or under the authority of the Chairman, the Chief Executive
Officer, or the President.

                  SECTION 4.02. OTHER EMPLOYEES. The Board of Directors may
delegate others to appoint agents and employees, define their duties, fix their
compensation and dismiss them.

                  SECTION 4.03. TERM OF OFFICE. All officers, agents, and
employees appointed by the Board of Directors, or under its authority, shall
hold office at the pleasure of the Board.

                  SECTION 4.04. CHAIRMAN OF THE BOARD. The Chairman shall
preside at all meetings of the shareholders and at all meetings of the Board.
The Chairman of the Board shall have the same power to perform any act on behalf
of the Bank and to sign for the Bank as is prescribed in these By-laws for the
Chief Executive Officer. He shall perform such other duties as from time to time
may be prescribed by the Board.

                  SECTION 4.05. CHIEF EXECUTIVE OFFICER. The Chief Executive
Officer shall be the chief executive officer of the Bank and shall have, subject
to the control of the Board and the Chairman general supervision and direction
of the policies and operations of the Bank and of its several officers other
than the Chairman. In the absence of the Chairman, he shall preside at all
meetings of the shareholders and at all meetings of the Board. He shall have the
power to execute any document or perform any act on behalf of the Bank,
including, without limitation the power to sign checks, orders, contracts,
leases, notes, drafts and other documents and instruments in connection with the
business of the Bank, and together with the Secretary or an Assistant Corporate
Secretary execute conveyances of real estate and other documents and instruments
to which the seal of the Bank may be affixed. He shall perform such other duties
as from time to time may be prescribed by the Board.

                  SECTION 4.06. PRESIDENT. The President shall, subject to the
direction and control of the Board, the Chairman and the Chief Executive
Officer, participate in the supervision of the policies and operations of the
Bank. In general, the President shall perform all duties incident to the office
of President, and such other duties as from time to time may be prescribed by
the Board, the Chairman, or the Chief Executive Officer. In the absence of the
Chairman or the Chief Executive Officer, the President shall preside at meetings
of shareholders and of the Board. The President shall have the same power to
sign for the Bank as is prescribed in these By-laws for the Chief Executive
Officer.


<PAGE>
                  SECTION 4.07. POWERS AND DUTIES OF OTHER OFFICERS. The powers
and duties of all other officers of the Bank shall be those usually pertaining
to their respective offices, subject to the direction and control of the Board
and as otherwise provided in these By-laws.

                  SECTION 4.08. FIDELITY BONDS. The Board, in its discretion,
may require any or all officers, agents, and employees of the Bank to give bonds
covering the faithful performance of their duties or may obtain insurance
covering the same, in either case in form and amount approved by the Board, the
premiums thereon to be paid by the Bank.

                                    ARTICLE V

                                 INDEMNIFICATION

                  SECTION 5.01. RIGHT OF INDEMNIFICATION. The Bank shall to the
fullest extent permitted by applicable law as then in effect indemnify any
person (the "Indemnitee") who was or is involved in any matter (including,
without limitation, as a party or a witness), or is threatened to be made so
involved, in any threatened, pending or completed investigation, claim, action,
suit or proceeding, whether civil, administrative or investigative (including
without limitation, any action, suit or proceeding by or in the right of the
Bank to procure a judgment in its favor, but excluding any action, suit or
proceeding brought by such person against the Bank or any affiliate of the Bank
(a "Proceeding") by reason of the fact that he is or was a director, officer, or
employee of the Bank, or is or was serving at the request of the Bank as a
director, officer, or employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against all expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such Proceeding. Such
indemnification shall be a contract right and shall include the right to receive
payment in advance of any expenses incurred by the Indemnitee in connection with
such Proceeding, consistent with the provisions of applicable law as then in
effect.

                  SECTION 5.02. CONTRACTS AND FUNDING. The Bank may enter into
contracts with any director, officer, or employee of the Bank in furtherance of
the provisions of this Article V and may create a trust fund, grant a security
interest or use other means (including, without limitation, a letter of credit)
to ensure the payment of such amounts as may be necessary to effect
indemnification as provided in this Article V.

                  SECTION 5.03. EMPLOYEE BENEFIT PLANS. For purposes of this
Article V, references to "other enterprises" shall include employee benefit
plans; references to "fines" shall include any excise taxes assessed on a person
with respect to any employee benefit plan; and references to "serving at the
request of the Bank" shall include any service as a director, officer, employee
or agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner not
opposed to the best interests of the corporation.

                  SECTION 5.04. INDEMNIFICATION NOT EXCLUSIVE RIGHT. The right
of indemnification and advancement of expenses provided in this Article V shall
not be exclusive of any other rights to which a person seeking indemnification
may otherwise be entitled, under any statute, by-law, agreement, vote of
shareholders or disinterested directors or otherwise, both as to


<PAGE>
action in his official capacity and as to action in another capacity while
holding such office. The provisions of this Article V shall inure to the benefit
of the heirs and legal representatives of any person entitled to indemnity under
this Article V and shall be applicable to Proceedings commenced or continuing
after the adoption of this Article V whether arising from acts or omissions
occurring before or after such adoption.

                  SECTION 5.05. ADVANCEMENT OF EXPENSES; PROCEDURES. In
furtherance, but not in limitation, of the foregoing provisions, the following
procedures and remedies shall apply with respect to advancement of expenses and
the right to indemnification under this Article V:

                  (a) Advancement of Expenses. All reasonable expenses incurred
by or on behalf of the Indemnitee in connection with any Proceeding shall be
advanced to the Indemnitee by the Bank within twenty (20) days after the receipt
by the Bank of a statement or statements from the Indemnitee requesting such
advance or advances from time to time, whether prior to or after final
disposition of such Proceeding. Such statement or statements shall reasonably
evidence the expenses incurred by the Indemnitee and, if required by law at the
time of such advance, shall include or be accompanies by an undertaking by or on
behalf of the Indemnitee to repay the amounts advanced if, and to the extent, it
should ultimately be determined that the Indemnitee is not entitled to be
indemnified against such expenses.

                  (b) Written Request for Indemnification. To obtain
indemnification under this Article VII, an Indemnitee shall submit to the
Secretary of the Bank a written request, including such documentation and
information as is reasonably available to the Indemnitee and reasonably
necessary to determine whether and to what extent the Indemnitee is entitled to
indemnification (the "Supporting Documentation"). The determination of an
Indemnitee's entitlement to indemnification shall be made within a reasonable
time after receipt by the Bank of the written request for indemnification
together with the Supporting Documentation. The Secretary of the Bank shall,
promptly upon receipt of such a request for indemnification, advise the Board in
writing that the Indemnitee has requested indemnification.

                  (c) Procedure for Determination. The Indemnitee's entitlement
to indemnification under this Article V shall be determined (i) by the Board by
a majority vote of a quorum (as defined in Article II of these By-laws)
consisting of directors who were not parties to such action, suit or proceeding,
or (ii) if such quorum is not obtainable, or even if obtainable, a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (iii) by the shareholders, but only if a majority of the
disinterested directors, if they constitute a quorum of the Board, presents the
issue of entitlement to indemnification to the shareholders for their
determination.

                                   ARTICLE VI

                                     BY-LAWS

                  SECTION 6.01. INSPECTION. A copy of the By-laws shall at all
times be kept in a convenient place at the principal office of the Bank, and
shall be open for inspection by the shareholders during banking hours.


<PAGE>
                  SECTION 6.02. AMENDMENTS. These By-laws may be added to,
amended, altered or repealed by action of the shareholders, or by vote of a
majority of the entire Board at any meeting of the Board. No amendment may be
made unless the By-laws, as amended, are consistent with the requirements of the
laws of the United States and of the Articles of Association of the Bank.

                  SECTION 6.03. CONSTRUCTION. The masculine gender, where
appearing in these By-laws, shall be deemed to include the feminine gender.

                                   ARTICLE VII

                                  MISCELLANEOUS

                  SECTION 7.01. SEAL. The corporate seal of the Bank shall be in
the form of a circle and shall bear the full name of the Bank and the words
"Corporate Seal" together with the logo of J.P. Morgan Chase & Co.

                  SECTION 7.02. FISCAL YEAR. The fiscal year of the Bank shall
be the calendar year.

                  SECTION 7.03. WAIVER OF NOTICE. Unless otherwise provided by
the laws of the United States, notice of any Board or Board committee meeting,
need not be given to any person who (a) submits a signed waiver of notice,
whether before or after the meeting, or (b) is present at such meeting; and any
meeting shall be a legal meeting without any notice thereof having been given,
if all members are present.

                  SECTION 7.04. ELECTRONIC MEETINGS. Subject to the provisions
required or permitted by these or the Articles of Association of the Bank, for
notice of meetings, members of the Board of Directors, or members of any
committee of the Board, may participate in and hold a meeting of the Board of
Directors or such committee by means of conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other. Participation in such a meeting shall constitute
presence in person at such meeting, except where a person participates in a
meeting for the express purpose of objecting to the transactions of any business
on the ground that the meeting is not lawfully called or convened.

                  SECTION 7.05. CONSENT IN LIEU OF MEETING OF DIRECTORS. Except
as otherwise required by applicable laws and regulations, any action that may be
taken at a meeting of the Board of Directors or any committee of the Board may
also be taken without a meeting if a written consent to the action is signed by
all the directors, or by all members of such committee, and is filed with the
Secretary of the Bank as part of the corporate records.

                  SECTION 7.06. GOVERNING LAW. To the extent not inconsistent
with applicable Federal banking statutes and regulations, or safety and sound
banking practice, the Bank shall follow the corporate governance procedures,
including indemnification standards, of the Delaware General Corporation Law, as
amended.


<PAGE>
                              Exhibit 6 to Form T-1


TRUSTEE'S CERTIFICATE PURSUANT TO SECTION 321(b)

The undersigned trustee, as a condition precedent to the qualification of the
indenture to which this statement of eligibility applies, hereby consents that
reports of examinations by Federal, State, Territorial, or District authorities
may be furnished by such authorities to the Securities and Exchange Commission
upon request therefor.

JPMORGAN CHASE BANK, N.A.


By:      /s/ Thomas J. Foley
Name:    Thomas J. Foley
Title:   Vice President


<PAGE>
                              Exhibit 7 to Form T-1


                                Bank Call Notice

                             RESERVE DISTRICT NO. 2
                       CONSOLIDATED REPORT OF CONDITION OF

                               JPMorgan Chase 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 September 30,
               2004, in accordance with a call made by the Federal
                  Reserve Bank of this District pursuant to the
                     provisions of the Federal Reserve Act.


<TABLE>
<CAPTION>
                                                                                         DOLLAR AMOUNTS
                     ASSETS                                                                IN MILLIONS
                                                                                         --------------
<S>                                                                                      <C>
Cash and balances due from depository institutions:
     Noninterest-bearing balances and
     currency and coin .................................................................     $ 19,187
     Interest-bearing balances .........................................................       33,195
Securities:
Held to maturity securities ............................................................          121
Available for sale securities ..........................................................       53,698
Federal funds sold and securities purchased under
     agreements to resell ..............................................................
     Federal funds sold in domestic offices                                                    33,011
     Securities purchased under agreements to resell                                           82,951
Loans and lease financing receivables:
     Loans and leases held for sale ....................................................       17,558
     Loans and leases, net of unearned income      $171,323
     Less: Allowance for loan and lease losses        2,382
     Loans and leases, net of unearned income and
     allowance .........................................................................      168,941
Trading Assets .........................................................................      196,355
Premises and fixed assets (including capitalized leases)................................        5,578
Other real estate owned ................................................................          101
Investments in unconsolidated subsidiaries and
     associated companies ..............................................................           94
Customers' liability to this bank on acceptances
     outstanding .......................................................................          391
Intangible assets
        Goodwill .......................................................................        2,554
        Other Intangible assets ........................................................        5,411
Other assets ...........................................................................       42,626
TOTAL ASSETS ...........................................................................     $661,772
                                                                                             ========
</TABLE>

<PAGE>
<TABLE>
<S>                                                                                        <C>
                                   LIABILITIES
Deposits
     In domestic offices .............................................................     $ 209,624
     Noninterest-bearing ................... $  82,597
     Interest-bearing ......................   127,027
     In foreign offices, Edge and Agreement
     subsidiaries and IBF's ..........................................................       120,503
     Noninterest-bearing ................... $   7,003
     Interest-bearing ......................   113,500

Federal funds purchased and securities sold under agreements to repurchase:
     Federal funds purchased in domestic offices                                              22,032
     Securities sold under agreements to repurchase                                           96,912
Trading liabilities ..................................................................       107,450
Other borrowed money (includes mortgage indebtedness
     and obligations under capitalized leases) .......................................        21,794
Bank's liability on acceptances executed and outstanding .............................           391
Subordinated notes and debentures ....................................................        12,821
Other liabilities ....................................................................        31,690
TOTAL LIABILITIES ....................................................................       623,217
Minority Interest in consolidated subsidiaries .......................................           348

                                 EQUITY CAPITAL

Perpetual preferred stock and related surplus ........................................             0
Common stock .........................................................................         1,785
Surplus  (exclude all surplus related to preferred stock).............................        16,954
Retained earnings ....................................................................        20,050
Accumulated other comprehensive income ...............................................          (582)
Other equity capital components ......................................................             0
TOTAL EQUITY CAPITAL .................................................................        38,207
                                                                                           ---------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL .............................     $ 661,772
                                                                                           =========
</TABLE>

I, Joseph L. Sclafani, E.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 instructions
issued by the appropriate Federal regulatory authority and is true and correct.



                                    WILLIAM B. HARRISON, JR.  )
                                    JAMES DIMON               ) DIRECTORS
                                    LAWRENCE A. BOSSIDY       )

</TEXT>
</DOCUMENT>
