Prepared by MERRILL CORPORATION

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)

U.S. BANK TRUST NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)


13-3781471 (I.R.S. Employer Identification No.)
100 Wall Street, New York, NY (Address of principal executive offices)				10005 (Zip Code)

For information, contact:
Patrick J. Crowley, Vice President
U.S. Bank Trust National Association
100 Wall Street, 16th Floor
New York, NY 10005
Telephone: (212) 361-2505

Name		Address
Comptroller of the Currency		Washington, D. C.


Exhibit 1.		Articles of Association of U.S. Bank Trust National Association, incorporated herein by reference to Exhibit 1 of Form T-1, Registration No. 022-22485.
Exhibit 2.		Certificate of Authority to Commence Business for First Trust of New York, National Association now known as U.S. Bank Trust National Association, incorporated herein by reference to Exhibit 2 of Form T-1, Registration No. 022-22485.
Exhibit 3.		Authorization to exercise corporate trust powers for U.S. Bank Trust National Association, incorporated herein by reference to Exhibit 3 of Form T-1, Registration No. 022-22485.
Exhibit 4.		By-Laws of U.S. Bank Trust National Association, incorporated herein by reference to Exhibit 4 of Form T-1, Registration No. 022-22485.
Exhibit 5.		Not applicable.
Exhibit 6.		Consent of First Trust of New York, National Association now known as U.S. Bank Trust National Association, required by Section 321(b) of the Act, incorporated herein by reference to Exhibit 6 of Form T-1, Registration No. 022-22485.
Exhibit 7.		Report of Condition of U.S. Bank Trust National Association, as of the close of business on March 31, 2001, published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8.		Not applicable.
Exhibit 9.		Not applicable.

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, U.S. Bank Trust National Association, a national banking association organized and existing under the laws of the United States, 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 2nd day of July, 2001.

U.S. Bank Trust National Association
Statement of Financial Condition
As of 3/31/2001

($000's)

			3/31/2001
Assets
	Cash and Due From Depository Institutions		$	59,931
	Federal Reserve Stock			0
	Fixed Assets			524
	Intangible Assets			54,029
	Other Assets			12,262

		Total Assets	$	126,746
Liabilities
	Other Liabilities		$	10,993

	Total Liabilities		$	10,993
Equity
	Common and Preferred Stock		$	1,000
	Surplus			120,932
	Undivided Profits			(6,179	)

		Total Equity Capital	$	115,753
Total Liabilities and Equity Capital			$	125,746

To the best of the undersigned's determination, as of this date the above financial information is true and correct.


Delaware				95-4288333
(State or other jurisdiction of incorporation or organization)				(I. R. S. Employer Identification No.)
21650 Oxnard Street Woodland Hills, California				91367
(Address of principal executive offices)				(Zip Code)

		U.S. BANK TRUST NATIONAL ASSOCIATION
		By:	/s/ PATRICK J. CROWLEY Patrick J. Crowley Vice President