CENTENNIAL COMMUNICATIONS CORP /DE
S-3, EX-25.2, 2000-06-09
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                                                                    Exhibit 25.2

================================================================================

                      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)

Sixth Street and Marquette Avenue
Minneapolis, Minnesota                                      55479
(Address of principal executive offices)                    (Zip code)

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

                         _____________________________

                        CENTENNIAL COMMUNICATIONS CORP.
              (Exact name of obligor as specified in its charter)

Delaware                                                  06-1242753
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                            Identification No.)

1305 Campus Parkway
Neptune, New Jersey                                       07753
(Address of principal executive offices)                  (Zip code)

                         _____________________________
                      Senior Subordinated Debt Securities
                      (Title of the indenture securities)
================================================================================
<PAGE>

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 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
<PAGE>

                              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.*

         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 is filed in paper
                         format pursuant to Form SE.

         Exhibit 8.      Not applicable.

         Exhibit 9.      Not applicable.




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

                                   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 5th day of June 2000.

                                  NORWEST BANK MINNESOTA,
                                  NATIONAL ASSOCIATION



                                  Timothy P. Mowdy
                                  Corporate Trust Officer
<PAGE>

                                   EXHIBIT 6

June 5, 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,

                                NORWEST BANK MINNESOTA,
                                NATIONAL ASSOCIATION



                                Timothy P. Mowdy
                                Corporate Trust Officer


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