<PAGE>
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) ______
HARRIS TRUST AND SAVINGS BANK
(Name of Trustee)
Illinois 36-1194448
(State of Incorporation) (I.R.S. Employer Identification
No.)
111 West Monroe Street, Chicago, Illinois 60603
(Address of principal executive offices)
Daniel Donovan, Harris Trust and Savings Bank,
311 West Monroe Street, Chicago, Illinois, 60606
312-461-2908 phone 312-461-3525 facsimile
(Name, address and telephone number for agent for service)
SOUTHWEST GAS CORPORATION
(Name of Obligor)
California 88-0085720
(State of Incorporation) (I.R.S. Employer
Identification No.)
5241 Spring Mountain Road
Las Vegas Nevada 89102
(Address of principal executive offices)
Debt Securities
(Title of indenture securities)<PAGE>
<PAGE>
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.
Commissioner of Banks and Trust Companies, State of Illinois,
Springfield, Illinois; Chicago Clearing House Association, 164 West
Jackson Boulevard, Chicago, Illinois; 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.
Harris Trust and Savings Bank is authorized to exercise corporate
trust powers.
2. AFFILIATIONS WITH OBLIGOR. If the Obligor is an affiliate of the Trustee,
describe each such affiliation.
The Obligor is not an affiliate of the Trustee.
3. thru 15.
NO RESPONSE NECESSARY
16. LIST OF EXHIBITS.
1. A copy of the articles of association of the Trustee is now in effect
which includes the authority of the trustee to commence business and
to exercise corporate trust powers.
A copy of the Certificate of Merger dated April 1, 1972 between Harris
Trust and Savings Bank, HTS Bank and Harris Bankcorp, Inc. which
constitutes the articles of association of the Trustee as now in
effect and includes the authority of the Trustee to commence business
and to exercise corporate trust powers was filed in connection with
the Registration Statement of Louisville Gas and Electric Company,
File No. 2-44295, and is incorporated herein by reference.
2. A copy of the existing by-laws of the Trustee.
A copy of the existing by-laws of the Trustee was filed in connection
with the Registration Statement of C-Cube Microsystems Inc., File No.
33-97166, and is incorporated herein by reference.
3. The consents of the Trustee required by Section 321(b) of the Act.
(included as Exhibit A on page 2 of this statement)
4. A copy of the latest report of condition of the Trustee published
pursuant to law or the requirements of its supervising or examining
authority.
(included as Exhibit B on page 3 of this statement)
1<PAGE>
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
HARRIS TRUST AND SAVINGS BANK, a corporation organized and existing under the
laws of the State of Illinois, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all
in the City of Chicago, and State of Illinois, on the 19th day of July, 1996.
HARRIS TRUST AND SAVINGS BANK
By: /s/ J. Bartolini
-------------------------
J. Bartolini
Vice President
EXHIBIT A
The consents of the trustee required by Section 321(b) of the Act.
Harris Trust and Savings Bank, as the Trustee herein named, hereby consents
that reports of examinations of said trustee by Federal and State authorities
may be furnished by such authorities to the Securities and Exchange Commission
upon request therefor.
HARRIS TRUST AND SAVINGS BANK
By: /s/ J. Bartolini
-------------------------
J. Bartolini
Vice President
2<PAGE>
<PAGE>
EXHIBIT B
Attached is a true and correct copy of the statement of condition of Harris
Trust and Savings Bank as of March 31, 1996, as published in accordance with
a call made by the State Banking Authority and by the Federal Reserve Bank of
the Seventh Reserve District.
[LOGO] HARRIS BANK
Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603
of Chicago, Illinois, And Foreign and Domestic Subsidiaries, at the close of
business on March 31, 1996, a state banking institution organized and operating
under the banking laws of this State and a member of the Federal Reserve
System. Published in accordance with a call made by the Commissioner of Banks
and Trust Companies of the State of Illinois and by the Federal Reserve Bank
of this District.
Bank's Transit Number 71000288
<TABLE>
<CAPTION>
THOUSANDS
ASSETS OF DOLLARS
<S> <C> <C>
Cash and balances due from depository institutions:
Non-interest bearing balances and currency and coin.................................... $971,800
Interest bearing balances.............................................................. $508,198
Securities:.................................................................................
a. Held-to-maturity securities $0
b. Available-for-sale securities $2,925,091
Federal funds sold and securities purchased under agreements to resell in
domestic offices of the bank and of its Edge and Agreement
subsidiaries, and in IBF's:
Federal funds sold..................................................................... $304,450
Securities purchased under agreements to resell........................................ $0
Loans and lease financing receivables:
Loans and leases, net of unearned income............................................... $7,653,290
LESS: Allowance for loan and lease losses............................................. $97,833
---------------
Loans and leases, net of unearned income, allowance, and reserve
(item 4.a minus 4.b)................................................................... $7,555,457
Assets held in trading accounts............................................................. $107,161
Premises and fixed assets (including capitalized leases).................................... $139,122
Other real estate owned..................................................................... $203
Investments in unconsolidated subsidiaries and associated companies......................... $200
Customer's liability to this bank on acceptances outstanding................................ $71,355
Intangible assets........................................................................... $18,251
Other assets................................................................................ $474,460
---------------------
TOTAL ASSETS $13,075,748
=====================
</TABLE>
3<PAGE>
<PAGE>
<TABLE>
<CAPTION>
LIABILITIES
<S> <C> <C>
Deposits:
In domestic offices....................................................................... $4,830,361
Non-interest bearing................................................................... $2,390,307
Interest bearing....................................................................... $2,440,054
In foreign offices, Edge and Agreement subsidiaries, and IBF's............................ $2,990,031
Non-interest bearing................................................................... $71,451
Interest bearing....................................................................... $2,918,580
Federal funds purchased and securities sold under agreements to repurchase in domestic
offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's:
Federal funds purchased................................................................... $882,146
Securities sold under agreements to repurchase............................................ $2,020,913
Trading Liabilities $66,711
Other borrowed money:.......................................................................
a. With remaining maturity of one year or less $897,852
b. With remaining maturity of more than one year .......................................... $11,520
Bank's liability on acceptances executed and outstanding $71,355
Subordinated notes and debentures........................................................... $295,000
Other liabilities........................................................................... $186,774
-----------------------
TOTAL LIABILITIES $12,252,663
=======================
EQUITY CAPITAL
Common stock................................................................................ $100,000
Surplus..................................................................................... $275,000
a. Undivided profits and capital reserves.................................................. $470,392
b. Net unrealized holding gains (losses) on available-for-sale securities ($22,307)
-----------------------
TOTAL EQUITY CAPITAL $823,085
=======================
Total liabilities, limited-life preferred stock, and equity capital......................... $13,075,748
=======================
</TABLE>
I, Steve Neudecker, Vice President of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with
the instructions issued by the Board of Governors of the Federal Reserve
System and is true to the best of my knowledge and belief.
STEVE NEUDECKER
4/30/96
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 instructions
issued by the Board of Governors of the Federal Reserve System and the
Commissioner of Banks and Trust Companies of the State of Illinois and is true
and correct.
EDWARD W. LYMAN,
ALAN G. McNALLY,
MARIBETH S. RAHE
Directors.
4<PAGE>
