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Exhibit 25.1


FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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) o

THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)

New York
(State of incorporation
if not a U.S. national bank)		   13-5160382
(I.R.S. employer
identification no.)

One Wall Street, New York, N.Y.
(Address of principal executive offices)
 
10286
(Zip code)

WH HOLDINGS (CAYMAN ISLANDS) LTD.
(Exact name of obligor as specified in its charter)

Cayman Islands
(State or other jurisdiction of
incorporation or organization)		   N/A
(I.R.S. employer
identification no.)

P.O. Box 309 GT
Ugland House, South Church Street
George Town, Grand Cayman, Cayman Islands
(Address of principal executive offices)
 



(Zip code)

WH CAPITAL CORPORATION
(Exact name of obligor as specified in its charter)

Nevada
(State or other jurisdiction of incorporation or organization)		   20-1086904
(I.R.S. employer
identification no.)

1800 Century Park East
Los Angeles, California
(Address of principal executive offices)
 

90067
(Zip code)

91/2% Notes due April 1, 2011
(Title of the indenture securities)

1.     General information. Furnish the following information as to the Trustee:


Name
   Address
Superintendent of Banks of the State of New York   2 Rector Street, New York, N.Y. 10006, and Albany, N.Y. 12203

Federal Reserve Bank of New York
 
33 Liberty Plaza, New York, N.Y. 10045

Federal Deposit Insurance Corporation
 
Washington, D.C. 20429

New York Clearing House Association
 
New York, New York 10005

2.     Affiliations with Obligor.


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


None.

16.   List of Exhibits.


Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).

1.
A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.)

4.
A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.)

6.
The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)

7.
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

2

SIGNATURE

        Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 4th day of May, 2004.

    THE BANK OF NEW YORK
             
             
    By:   /s/  VAN K. BROWN      
        Name:   VAN K. BROWN
        Title:   VICE PRESIDENT

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EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business December 31, 2003, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

ASSETS
   Dollar Amounts
In Thousands
Cash and balances due from depository institutions:      
  Noninterest-bearing balances and currency and coin   $ 3,752,987
  Interest-bearing balances     7,153,561
Securities:      
  Held-to-maturity securities     260,388
  Available-for-sale securities     21,587,862
Federal funds sold and securities purchased under agreements to resell      
  Federal funds sold in domestic offices     165,000
  Securities purchased under agreements to resell     2,804,315
Loans and lease financing receivables:      
  Loans and leases held for sale     557,358
  Loans and leases, net of unearned income     36,255,119
  LESS: Allowance for loan and lease losses     664,233
  Loans and leases, net of unearned income and allowance     35,590,886
Trading Assets     4,892,480
Premises and fixed assets (including capitalized leases)     926,789
Other real estate owned     409
Investments in unconsolidated subsidiaries and associated companies     277,788
Customers' liability to this bank on acceptances outstanding     144,025
Intangible assets      
  Goodwill     2,635,322
  Other intangible assets     781,009
Other assets     7,727,722
   
Total assets   $ 89,257,901
   

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LIABILITIES
 
 
 
Deposits:      
  In domestic offices   $ 33,763,250
  Noninterest-bearing     14,511,050
  Interest-bearing     19,252,200
  In foreign offices, Edge and Agreement subsidiaries, and IBFs     22,980,400
  Noninterest-bearing     341,376
  Interest-bearing     22,639,024
Federal funds purchased and securities sold under agreements to repurchase      
  Federal funds purchased in domestic offices.     545,681
  Securities sold under agreements to repurchase     695,658
Trading liabilities     2,338,897
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)		     11,078,363
Bank's liability on acceptances executed and outstanding     145,615
Subordinated notes and debentures     2,408,665
Other liabilities     6,441,088
   
Total liabilities   $ 80,397,617
   
Minority interest in consolidated subsidiaries     640,126

EQUITY CAPITAL
 
 
 
Perpetual preferred stock and related surplus     0
Common stock     1,135,284
Surplus     2,077,255
Retained earnings     4,955,319
Accumulated other comprehensive income     52,300
Other equity capital components     0
   
Total equity capital     8,220,158
   
Total liabilities minority interest and equity capital   $ 89,257,901
   

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        I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

     
     
    Thomas J. Mastro,
Senior Vice President and Comptroller

        We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We 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 and is true and correct.

Thomas A. Renyi
Gerald L. Hassell
Alan R. Griffith		  
Directors

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FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549