EX-25 17 file012.htm FORM T-1

Exhibit 25

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

(Exact name of trustee as specified in its charter)


New York
(State of incorporation
if not a national bank)
 13-4994650
(I.R.S. employer
identification No.)
270 Park Avenue
New York, New York
(Address of principal executive offices)
 10017
(Zip Code)

William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)

Empresa Nacional De Electricidad S.A.
(Exact name of obligor as specified in its charter)


Republic of Chile   Not Applicable
(State or other jurisdiction of   (I.R.S. employer
incorporation or organization)   identification No.)
  Santan Rosa 76, 15th Floor
  Santiago, Chile Not Applicable
  (Address of principal executive offices) (Zip Code)

8.350 Notes Due 2013/ 8.625% Notes Due 2015
(Title of the indenture securities)


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.

New York State Banking Department, State House, Albany, New York 12110.

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

Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New York, N.Y.

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.

Item 16.    List of Exhibits

List below all exhibits filed as a part of this Statement of Eligibility.

1. A copy of the Restated Organization Certificate of the Trustee dated March 25, 1997 and the Certificate of Amendment dated October 22, 2001 (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-76894, which is incorporated by reference.)

2. A copy of the Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation was renamed JPMorgan Chase Bank.

3. None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2.

4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-76894, which is incorporated by reference.)

5. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation was renamed JPMorgan Chase Bank.

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.

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SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, JPMorgan Chase Bank, 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 29th day of July, 2003.


  JPMORGAN CHASE BANK
  By: /s/ William Potes
    William Potes

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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 March 31, 2003, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

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    Dollar Amounts
in Millions
ASSETS
Cash and balances due from depository institutions:      
Noninterest-bearing balances and currency and coin $ 21,415  
Interest-bearing balances   6,882  
Securities:      
Held to maturity securities   334  
Available for sale securities   80,076  
Federal funds sold and securities purchased under agreements to resell
    Federal funds sold in domestic offices		   14,044  
Securities purchased under agreements to resell   73,060  
Loans and lease financing receivables:      
Loans and leases held for sale   25,832  
Loans and leases, net of unearned income   $ 161,345  
Less: Allowance for loan and lease losses   3,823
Loans and leases, net of unearned income and allowance   157,522  
Trading Assets   189,427  
Premises and fixed assets (including capitalized leases)   6,186  
Other real estate owned   131  
Investments in unconsolidated subsidiaries and associated companies   691  
Customers' liability to this bank on acceptances outstanding   225  
Intangible assets      
Goodwill   2,180  
Other Intangible assets   3,314  
Other assets   40,377  
TOTAL ASSETS $ 621,696  
LIABILITIES
Deposits      
In domestic offices $ 174,351  
Noninterest-bearing   $ 70,991
Interest-bearing     103,360
In foreign offices, Edge and Agreement subsidiaries and IBF's   125,789  
Noninterest-bearing   $ 7,531
Interest-bearing     118,258
Federal funds purchased and securities sold under agreements to repurchase:      
Federal funds purchased in domestic offices   5,929  
Securities sold under agreements to repurchase   113,903  
Trading liabilities   116,329  
Other borrowed money (includes mortgage indebtedness and obligations
    under capitalized leases)		   10,758  
Bank's liability on acceptances executed and outstanding   225  
Subordinated notes and debentures   8,306  
Other liabilities   29,735  
TOTAL LIABILITIES   585,325  
Minority Interest in consolidated subsidiaries   97  
EQUITY CAPITAL      
Perpetual preferred stock and related surplus   0  
Common stock   1,785  
Surplus (exclude all surplus related to preferred stock)   16,304  
Retained earnings   17,228  
Accumulated other comprehensive income   957  
Other equity capital components   0  
TOTAL EQUITY CAPITAL   36,274  
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL $ 621,696  

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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 in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.

WILLIAM B. HARRISON, JR.)
HELENE L. KAPLAN                ) DIRECTORS
WILLIAM H. GRAY, III            )

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