___________________________________________________________________
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) X
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___________________________________
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
The Chase Manhattan Bank
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
____________________________________________
PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
(Exact name of obligor as specified in its charter)
MARYLAND 87-0516235
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
35 CENTURY PARK-WAY
SALT LAKE CITY, UTAH 84115
(Address of principal executive offices) (Zip Code)
______________________________
DEBT SECURITIES
(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. 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. 10045
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.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
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<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 the Trustee as now in effect,
including the Organization Certificate and the Certificates of Amendment dated
February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-
1 filed in connection with Registration Statement No. 333-06249, 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 July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan 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. 333-06249, 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 July 14, 1996, in connection with
the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan 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.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee,
The Chase Manhattan 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 4th day of February, 1998.
THE CHASE MANHATTAN BANK
By /s/ R. Lorenzen
_______________________
R. Lorenzen
Senior Trust Officer
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Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan 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, 1997, 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> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ........................................ $11,760
Interest-bearing balances................................. 4,343
Securities:........................................................
Held to maturity securities........................................ 2,704
Available for sale securities...................................... 37,885
Federal funds sold and securities purchased under
agreements to resell ..................................... 27,358
Loans and lease financing receivables:
Loans and leases, net of unearned income $127,370
Less: Allowance for loan and lease losses 2,760
Less: Allocated transfer risk reserve ......... 13
________
Loans and leases, net of unearned income,
allowance, and reserve ................................... 124,597
Trading Assets .................................................... 64,630
Premises and fixed assets (including capitalized
leases)................................................... 2,925
Other real estate owned............................................ 286
Investments in unconsolidated subsidiaries and
associated companies...................................... 232
Customers' liability to this bank on acceptances
outstanding............................................... 2,212
Intangible assets.................................................. 1,480
Other assets....................................................... 11,117
________
TOTAL ASSETS....................................................... $291,529
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<PAGE>
LIABILITIES
Deposits
In domestic offices...................................... $86,574
Noninterest-bearing..............................$31,818
Interest-bearing..................................54,756
______
In foreign offices, Edge and Agreement subsidiaries,
and IBF's................................................ 69,887
Noninterest-bearing .............................$ 3,777
Interest-bearing.......................................... 66,110
Federal funds purchased and securities sold under agree-
ments to repurchase.............................................. 45,307
Demand notes issued to the U.S. Treasury......................... 161
Trading liabilities.............................................. 47,406
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less .......... 4,578
With a remaining maturity of more than one year.
through three years............................. 261
With a remaining maturity of more than three Years...... 131
Bank's liability on acceptances executed and outstanding 2,212
Subordinated notes and debentures................................ 5,715
Other liabilities................................................ 12,355
TOTAL LIABILITIES................................................ 274,587
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EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock..................................................... 1,211
Surplus (exclude all surplus related to preferred stock)........ 10,294
Undivided profits and capital reserves........................... 5,414
Net unrealized holding gains (losses)
on available-for-sale securities................................. 7
Cumulative foreign currency translation adjustments ............. 16
TOTAL EQUITY CAPITAL ............................................ 16,942
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TOTAL LIABILITIES AND EQUITY CAPITAL..................................$291,529
==========
</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 in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR. )
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