REDBACK NETWORKS INC
S-3, EX-25.1, 2000-06-20
BUSINESS SERVICES, NEC
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                                                                    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)


                  NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
               (Exact name of trustee as specified in its charter)

A U.S. NATIONAL BANKING ASSOCIATION                 41-1592157
(Jurisdiction of incorporation or                   (I.R.S. Employer
organization if not a U.S. national                 Identification No.)
bank)

707 WILSHIRE BLVD., 17TH FLOOR                      90017
Los Angeles, CA                                     (Zip code)
(Address of principal executive office


                       Stanley S. Stroup, General Counsel
                  NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
                         707 Wilshire Blvd., 17th Floor
                              Los Angeles, CA 90017
                                 (213) 614-3349
                               (Agent for Service)
                                 --------------


                              REDBACK NETWORKS INC.
               (Exact name of obligor as specified in its charter)

DELAWARE                                            77-0438443
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                      Identification No.)

1195 BORREGAS AVENUE                                94089
SUNNYVALE, CA                                       (Zip code)
(Address of principal executive offices)
                                 --------------

                   5% CONVERTIBLE SUBORDINATED NOTES DUE 2007
                       (Title of the indenture securities)
================================================================================
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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
          Treasury Department
          Washington, D.C.

          Federal Deposit Insurance Corporation
          Washington, D.C.

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

     (b)  Whether it is authorized to exercise corporate trust powers.

          The trustee is authorized to exercise corporate trust powers.

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the
trustee, describe each such affiliation.

     None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is
not in default as provided under Item 13.

Item 15. FOREIGN TRUSTEE.    Not applicable.

Item 16. LIST OF EXHIBITS.   List below all exhibits filed as a part of this
                             Statement of Eligibility. Norwest Bank incorporates
                             by reference into this Form T-1 the exhibits
                             attached hereto.

           Exhibit 1. a.     A copy of the Articles of Association of the
                             trustee now in effect.*

           Exhibit 2. a.     A copy of the certificate of authority of the
                             trustee to commence business issued June 28, 1872,
                             by the Comptroller of the Currency to The
                             Northwestern National Bank of Minneapolis.*

                      b.     A copy of the certificate of the Comptroller
                             of the Currency dated January 2, 1934, approving
                             the consolidation of The Northwestern National Bank
                             of Minneapolis and The Minnesota Loan and Trust
                             Company of Minneapolis, with the surviving entity
                             being titled Northwestern National Bank and Trust
                             Company of Minneapolis.*

                      c.     A copy of the certificate of the Acting
                             Comptroller of the Currency dated January 12, 1943,
                             as to change of corporate title of Northwestern
                             Bank and Trust Company of Minneapolis to
                             Northwestern National Bank of Minneapolis.*

                      d.     A copy of the letter dated May 12, 1983 from
                             the Regional Counsel, Comptroller of the Currency,
                             acknowledging receipt of notice of name change
                             effective May 1, 1983 from Northwestern National
                             Bank of Minneapolis to Norwest Bank Minneapolis,
                             National Association.*

                      e.     A copy of the letter dated January 4, 1988
                             from the Administrator of National Banks for the
                             Comptroller of the Currency certifying approval of
                             consolidation and merger effective January 1, 1988
                             of Norwest Bank Minneapolis, National Association
                             with various other banks under the title of
                             "Norwest Bank Minnesota, National Association."*

           Exhibit 3. A copy of the authorization of the trustee to exercise
                      corporate trust powers issued January 2, 1934, by the
                      Federal Reserve Board.*

           Exhibit 4. Copy of By-laws of the trustee as now in effect.*


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           Exhibit 5. Not applicable.

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

           Exhibit 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.**

           Exhibit 8. Not applicable.

           Exhibit 9. Not applicable.

          *    Incorporated by reference to exhibit number 25 filed with
               registration statement number 33-66026.

          **   Incorporated by reference to exhibit number 25 filed with
               registration statement number 333-32992.
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                                    SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, Norwest Bank Minnesota, National Association, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of
Minneapolis and State of Minnesota on the 20th day of June 2000.

                                               NORWEST BANK MINNESOTA,
                                               NATIONAL ASSOCIATION


                                               ---------------------------------
                                               Jeanie Mar
                                               Vice President

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                                                                       EXHIBIT 6

June 20, 2000




Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as
amended, the undersigned hereby consents that reports of examination of the
undersigned made by Federal, State, Territorial, or District authorities
authorized to make such examination may be furnished by such authorities to the
Securities and Exchange Commission upon its request therefore.

                                            Very truly yours,

                                            NORWEST BANK MINNESOTA,
                                            NATIONAL ASSOCIATION


                                            -------------------------------
                                            Jeanie Mar
                                            Vice President



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