SEACOR SMIT INC
S-3, EX-25, 2001-01-08
DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT
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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


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

      United States                                           41-0257700
(State of Incorporation)                                   (I.R.S. Employer
                                                          Identification No.)

         U.S. Bank Trust Center
         180 East Fifth Street
         St. Paul, Minnesota                                    55101
(Address of Principal Executive Offices)                      (Zip Code)



                                SEACOR SMIT INC.
             (Exact name of Registrant as specified in its charter)

         Delaware                                           13-3542736
(State of Incorporation)                                 (I.R.S. Employer
                                                        Identification No.)


     11200 Richmond Ave., Suite 400
     Houston, TX                                               77082
(Address of Principal Executive Offices)                     (Zip Code)



                                 DEBT SECURITIES
                       (Title of the Indenture Securities)

<PAGE>


                                     GENERAL
                                     -------

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
                    Washington, D.C.

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

2.       AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS If the obligor or any
         underwriter for the obligor is an affiliate of the Trustee, describe
         each such affiliation.
              None

         See Note following Item 16.

         Items 3-15 are not applicable because to the best of the Trustee's
         knowledge the obligor is not in default under any Indenture for which
         the Trustee acts as Trustee.

16.      LIST OF EXHIBITS List below all exhibits filed as a part of this
         statement of eligibility and qualification.

         1.       Copy of Articles of Association.*

         2.       Copy of Certificate of Authority to Commence Business.*

         3.       Authorization of the Trustee to exercise corporate trust
                  powers (included in Exhibits 1 and 2; no separate
                  instrument).*

         4.       Copy of existing By-Laws.*

         5.       Copy of each Indenture referred to in Item 4. N/A.

         6.       The consents of the Trustee required by Section 321(b) of the
                  act.

         7.       Copy of the latest report of condition of the Trustee
                  published pursuant to law or the requirements of its
                  supervising or examining authority is incorporated by
                  reference to Registration Number 333-51372.

         * Incorporated by reference to Registration Number 22-27000.





                                       2
<PAGE>

                                      NOTE

         The answers to this statement insofar as such answers relate to what
persons have been underwriters for any securities of the obligors within three
years prior to the date of filing this statement, or what persons are owners of
10% or more of the voting securities of the obligors, or affiliates, are based
upon information furnished to the Trustee by the obligors. While the Trustee has
no reason to doubt the accuracy of any such information, it cannot accept any
responsibility therefor.


                                    SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, U.S. Bank Trust National Association, an Association organized and
existing under the laws of the United States, has duly caused this statement of
eligibility and qualification to be signed on its behalf by the undersigned,
thereunto duly authorized, and its seal to be hereunto affixed and attested, all
in the City of Saint Paul and State of Minnesota on the 4th day of January,
2001.


                                            U.S. BANK TRUST NATIONAL ASSOCIATION


                                            --------------------------------
                                            Richard H. Prokosch
                                            Vice President



-----------------------
Lori-Anne Rosenberg
Assistant Secretary






                                       3
<PAGE>

                                      NOTE

         The answers to this statement insofar as such answers relate to what
persons have been underwriters for any securities of the obligors within three
years prior to the date of filing this statement, or what persons are owners of
10% or more of the voting securities of the obligors, or affiliates, are based
upon information furnished to the Trustee by the obligors. While the Trustee has
no reason to doubt the accuracy of any such information, it cannot accept any
responsibility therefor.


                                    SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, U.S. Bank Trust National Association, an Association organized and
existing under the laws of the United States, has duly caused this statement of
eligibility and qualification to be signed on its behalf by the undersigned,
thereunto duly authorized, and its seal to be hereunto affixed and attested, all
in the City of Saint Paul and State of Minnesota on the 4th day of January,
2001.


                                            U.S. BANK TRUST NATIONAL ASSOCIATION



                                            /s/ Richard H. Prokosch
                                            -----------------------
                                            Richard H. Prokosch
                                            Vice President




/s/ Lori-Anne Rosenberg
-----------------------
Lori-Anne Rosenberg
Assistant Secretary




                                       4
<PAGE>

                                    EXHIBIT 6

                                     CONSENT

         In accordance with Section 321(b) of the Trust Indenture Act of 1939,
the undersigned, U.S. BANK TRUST NATIONAL ASSOCIATION hereby consents that
reports of examination of the undersigned by Federal, State, Territorial or
District authorities may be furnished by such authorities to the Securities and
Exchange Commission upon its request therefor.


Dated:  January 4, 2001


                                     U.S. BANK TRUST NATIONAL ASSOCIATION


                                     ------------------------------
                                     Richard H. Prokosch
                                     Vice President









                                       5
<PAGE>

                                    EXHIBIT 6

                                     CONSENT

         In accordance with Section 321(b) of the Trust Indenture Act of 1939,
the undersigned, U.S. BANK TRUST NATIONAL ASSOCIATION hereby consents that
reports of examination of the undersigned by Federal, State, Territorial or
District authorities may be furnished by such authorities to the Securities and
Exchange Commission upon its request therefor.


Dated:  January 4, 2001


                                        U.S. BANK TRUST NATIONAL ASSOCIATION



                                        /s/ Richard H. Prokosch
                                        -----------------------
                                        Richard H. Prokosch
                                        Vice President









                                       6


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