<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>exd-4_061804.txt
<DESCRIPTION>EXHIBIT D-4
<TEXT>
                                                                     EXHIBIT D.4


 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
                                    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) |__|
                           ___________________________

                            BNY MIDWEST TRUST COMPANY
                 (formerly known as CTC Illinois Trust Company)
               (Exact name of trustee as specified in its charter)

Illinois                                                  36-3800435
(State of incorporation                                   (I.R.S. employer
if not a U.S. national bank)                              identification no.)

2 N. LaSalle Street
Suite 1020
Chicago, Illinois                                         60602
(Address of principal executive offices)                  (Zip code)
                          ___________________________

                   TORTOISE ENERGY INFRASTRUCTURE CORPORATION
               (Exact name of obligor as specified in its charter)


Maryland
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)

10801 Mastin Boulevard, Suite 222
Overland Park, Kansas                                     66210
(Address of principal executive offices)                  (Zip code)
                           ___________________________


                                 Tortoise Notes
                       (Title of the indenture securities)

 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =


<PAGE>


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.

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

                       Name                                Address
--------------------------------------------------------------------------------

        Office of Banks & Trust Companies       500 E. Monroe Street
        of the State of Illinois                Springfield, Illinois 62701-1532

        Federal Reserve Bank of Chicago         230 S. LaSalle Street
                                                Chicago, Illinois 60603

         (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.

         1.       A copy of Articles of Incorporation of BNY Midwest Trust
                  Company (formerly CTC Illinois Trust Company, formerly
                  Continental Trust Company) as now in effect. (Exhibit 1 to
                  Form T-1 filed with the Registration Statement No. 333-47688.)

         2,3.     A copy of the Certificate of Authority of the Trustee as now
                  in effect, which contains the authority to commence business
                  and a grant of powers to exercise corporate trust powers.
                  (Exhibit 2 to Form T-1 filed with the Registration Statement
                  No. 333-47688.)

         4.       A copy of the existing By-laws of the Trustee. (Exhibit 4 to
                  Form T-1 filed with the Registration Statement No. 333-47688.)

         6.       The consent of the Trustee required by Section 321(b) of the
                  Act. (Exhibit 6 to Form T-1 filed with the Registration
                  Statement No. 333-47688.)

         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.


                                      -2-
<PAGE>


                                    SIGNATURE


         Pursuant to the requirements of the Act, the Trustee, BNY Midwest Trust
Company, a corporation organized and existing under the laws of the State of
Illinois, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in The City of
Chicago, and State of Illinois, on the 25th day of June, 2004.


                                                BNY Midwest Trust Company


                                          By:     /S/  J. BARTOLINI
                                             -----------------------------------
                                               Name: J. BARTOLINI
                                               Title: VICE PRESIDENT

                                      -3-

</TEXT>
</DOCUMENT>
