EX-25.2 8 sdc696b.htm STATEMENT OF ELIGIBILITY

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) ________

J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

95-4655078
(State of incorporation
if not a national bank) 		(I.R.S. employer
identification No.)

1999 Avenue of the Stars - Floor 26
Los Angeles, CA

90067
(Address of principal executive offices) (Zip Code)

William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)

INTERSTATE POWER AND LIGHT COMPANY
 (Exact name of obligor as specified in its charter)

IOWA 42-0331370
(State or other jurisdiction of
incorporation or organization) 		(I.R.S. employer
identification No.)

Alliant Energy Tower
200 First Street SE
Cedar Rapids, Iowa


52401
(Address of principal executive offices) (Zip Code)

Collateral Trust Bonds
(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, Washington, D.C.
Board of Governors of the Federal Reserve System, Washington, D.C.

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

  Yes.

Item 2. Affiliations with Obligor.

  If the Obligor is an affiliate of the trustee, describe each such affiliation.

  None.

No responses are included for Items 3-15 of this Form T-1 because the Obligor is not in default as provided under Item 13.

Item 16. List of Exhibits.

  List below all exhibits filed as part of this statement of eligibility.

  Exhibit 1. Articles of Association of the Trustee as Now in Effect (see Exhibit 1 to Form T-1 filed in connection with Form 8K of the Southern California Water Company filing, dated December 7, 2001, which is incorporated by reference).

  Exhibit 2. Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 333-41329, which is incorporated by reference).

  Exhibit 3. Authorization of the Trustee to Exercise Corporate Trust Powers (contained in Exhibit 2).

  Exhibit 4. Existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Form 8K of the Southern California Water Company filing, dated December 7, 2001, which is incorporated by reference).

  Exhibit 5. Not Applicable

  Exhibit 6. The consent of the Trustee required by Section 321 (b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 333-41329, which is incorporated by reference).

  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

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SIGNATURE

        Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, J. P. Morgan Trust Company, National Association, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, and State of Illinois, on the 29th day of March, 2004.

J. P. Morgan Trust Company, National Association


By:    /s/  Janice Ott Rotunno
Janice Ott Rotunno
Authorized Officer












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Exhibit 7.
Report of Condition of the Trustee.

Consolidated Report of Condition of J.P. Morgan Trust Company, National Association
(Legal Title)

as of close of business on           December 31, 2003          
(Legal Title)

J. P. Morgan Trust Company, National Association
Statement of Condition

December 31, 2003

($000)

Assets 		       
    Cash and Due From Banks   $ 22,115  
    Securities    141,598  
    Loans and Leases    106,261  
    Premises and Fixed Assets    13,111  
    Intangible Assets    403,878  
    Goodwill    250,539  
    Other Assets    50,801  
      Total Assets   $ 988,303  

Liabilities 		  
    Deposits   $ 119,625  
    Other Liabilities    112,490  
      Total Liabilities    232,115  

Equity Capital 		  
    Common Stock  
     600  
    Surplus    701,587  
    Retained Earnings    54,001  
      Total Equity Capital    756,188  

      Total Liabilities and Equity Capital		   $ 988,303  






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