INTERNATIONAL RECTIFIER CORP /DE/
S-3, EX-25.1, 2000-10-16
SEMICONDUCTORS & RELATED DEVICES
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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)

                WELLS FARGO 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)

SIXTH STREET AND MARQUETTE AVENUE
Minneapolis, Minnesota                                      55479
(Address of principal executive offices)                    (Zip code)


                       Stanley S. Stroup, General Counsel
                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
                        Sixth Street and Marquette Avenue
                          Minneapolis, Minnesota 55479
                                 (612) 667-1234
                               (Agent for Service)

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

                       INTERNATIONAL RECTIFIER CORPORATION
               (Exact name of obligor as specified in its charter)

DELAWARE                                                    95-1528961
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)


233 KANSAS STREET
EL SEGUNDO, CALIFORNIA                                      90245
(Address of principal executive offices)                    (Zip code)

                          -----------------------------
                  4.25% 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. Wells Fargo 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 National 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

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                           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."*

                     f.    A copy of the letter dated July 10, 2000 from the
                           Administrator of National Banks for the Comptroller
                           of the Currency certifying approval of consolidation
                           effective July 8, 2000 of Norwest Bank Minnesota,
                           National Association with various other banks under
                           the title of "Wells Fargo 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.***

         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 333-45196


         ***  Incorporated by reference to exhibit T3G filed with registration
              statement number 022-22473

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         **** Incorporated by reference to exhibit number 25.1 filed with
              registration statement number 001-15891







                                    SIGNATURE


Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, Wells Fargo 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 6th day of October 2000.






                              WELLS FARGO BANK MINNESOTA,
                              NATIONAL ASSOCIATION

                              /s/ JANE Y. SCHWEIGER
                              ----------------------
                              Jane Y. Schweiger
                              Corporate Trust Officer


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                                    EXHIBIT 6


October 6, 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 therefor.





                                 Very truly yours,

                                 WELLS FARGO BANK MINNESOTA,
                                 NATIONAL ASSOCIATION

                                 /s/ JANE Y. SCHWEIGER
                                 ---------------------------------
                                 Jane Y. Schweiger
                                 Corporate Trust Officer




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