EX-25.1 6 file6.htm FORM T-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, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)


A National Banking Association 94-1347393
(Jurisdiction of incorporation or
organization if not a U.S. national bank)
(I.R.S. Employer Identification No.)
101 North Phillips Avenue
Sioux Falls, South Dakota
57104
(Address of principal executive offices) (Zip code)

Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17th Floor
Minneapolis, Minnesota 55479
(612) 667-4608

(Name, address and telephone number of agent for service)

STEALTHGAS INC.

(Exact name of obligor as specified in its charter)


Republic of the Marshall Islands Not Required
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)

331 Kifissias Avenue
Erithrea 14561
Athens, Greece

(Address of principal executive offices)

Debt Securities

(Title of the indenture securities)




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.

Federal Reserve Bank of San Francisco
San Francisco, California 94120

(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.


Exhibit 1. A copy of the Articles of Association of the trustee now in effect.*
Exhibit 2. A copy of the Comptroller of the Currency Certificate of Corporate
Existence and Fiduciary Powers for Wells Fargo Bank, National
Association, dated February 4, 2004.**
Exhibit 3. See Exhibit 2
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 the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of Hornbeck Offshore Services LLC file number 333-130784-06.
** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation file number 022-28721.
*** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of Penn National Gaming Inc. file number 333-125274.



SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, 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 11th day of June, 2007.

WELLS FARGO BANK, NATIONAL ASSOCIATION
/S/ Lynn M. Steiner                            
Lynn M. Steiner
Vice President



EXHIBIT 6

June 11, 2007

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, NATIONAL ASSOCIATION
/S/ Lynn M. Steiner                            
Lynn M. Steiner
Vice President



Consolidated Report of Condition of

Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business March 31, 2007, filed in accordance with 12 U.S.C. §161 for National Banks.


    Dollar Amounts
In Millions
ASSETS    
Cash and balances due from depository institutions:    
Noninterest-bearing balances and currency and coin   $ 12,467
Interest-bearing balances   1,280
Securities:    
Held-to-maturity securities   0
Available-for-sale securities   40,238
Federal funds sold and securities purchased under agreements to resell:    
Federal funds sold in domestic offices   6,195
Securities purchased under agreements to resell   1,187
Loans and lease financing receivables:    
Loans and leases held for sale   33,093
Loans and leases, net of unearned income 251,321  
LESS: Allowance for loan and lease losses 2,151  
Loans and leases, net of unearned income and allowance   249,170
Trading Assets   3,665
Premises and fixed assets (including capitalized leases)   4,173
Other real estate owned   657
Investments in unconsolidated subsidiaries and associated companies   392
Intangible assets    
Goodwill   8,994
Other intangible assets   18,668
Other assets   16,668
Total assets   $ 396,847
LIABILITIES    
Deposits:    
In domestic offices   $ 269,773
Noninterest-bearing 75,101  
Interest-bearing 194,672  
In foreign offices, Edge and Agreement subsidiaries, and IBFs   43,580
Noninterest-bearing 6  
Interest-bearing 43,574  
Federal funds purchased and securities sold under agreements to repurchase:    
Federal funds purchased in domestic offices   3,911
Securities sold under agreements to repurchase   6,114
Trading liabilities   2,328
Other borrowed money    
(includes mortgage indebtedness and obligations under capitalized leases)   6,914
Subordinated notes and debentures   10,148
Other liabilities   14,055




    Dollar Amounts
In Millions
Total liabilities   $ 356,823
Minority interest in consolidated subsidiaries   58
EQUITY CAPITAL    
Perpetual preferred stock and related surplus   0
Common stock   520
Surplus (exclude all surplus related to preferred stock)   24,751
Retained earnings   14,239
Accumulated other comprehensive income   456
Other equity capital components   0
Total equity capital   39,966
Total liabilities, minority interest, and equity capital   $ 396,847

I, Karen B. Nelson, 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 appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Karen B. Nelson
Vice President

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 appropriate Federal regulatory authority and is true and correct.

Michael Loughlin
John Stumpf                                    Directors
Carrie Tolstedt