EXHIBIT 25.1

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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)

NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

A NATIONAL BANKING ASSOCIATION 41-1592157
(JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER
ORGANIZATION IF NOT A U.S. NATIONAL BANK) IDENTIFICATION NO.)

SIXTH STREET AND MARQUETTE AVENUE
MINNEAPOLIS, MINNESOTA 55479
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

------------------------

FOOD 4 LESS SUPERMARKETS, INC. DELAWARE 95-4222386
ALPHA BETA COMPANY CALIFORNIA 95-1456805
BAY AREA WAREHOUSE STORES, INC. CALIFORNIA 93-1087199
BELL MARKETS, INC. CALIFORNIA 94-1569281
CALA CO. DELAWARE 95-4200005
CALA FOODS, INC. CALIFORNIA 94-1342664
FALLEY'S INC. KANSAS 48-0605992
FOOD 4 LESS OF CALIFORNIA, INC. CALIFORNIA 33-0293011
FOOD 4 LESS GM, INC. CALIFORNIA 95-4390407
FOOD 4 LESS MERCHANDISING, INC. CALIFORNIA 33-0483193
FOOD 4 LESS OF SOUTHERN CALIFORNIA, INC. DELAWARE 33-0483203
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS (STATE OR OTHER
CHARTER) JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR
ORGANIZATION) IDENTIFICATION NO.)

FOOD 4 LESS SUPERMARKETS, INC.
777 SOUTH HARBOR BOULEVARD
LA HABRA, CALIFORNIA 90631
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

------------------------

% SENIOR NOTES DUE 2004
(TITLE OF THE INDENTURE SECURITIES)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2

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 3-15 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 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 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.*
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 certificate of the Comptroller of the Currency dated May 1,
1983, authorizing Norwest Bank Minneapolis, National Association, to act
as fiduciary.*
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.**
Exhibit 8. A copy of the certificate dated May 10, 1983 of name change from
Northwestern National Bank Minneapolis to Norwest Bank Minneapolis,
National Association.*
Exhibit 9. A copy of the certificate dated January 11, 1988, of name change from
Norwest Bank Minneapolis, National Association to Norwest Bank Minnesota,
National Association.*

- ---------------

* Incorporated by reference to the exhibit of the same number filed with the
registration statement number 33-66086.

** Incorporated by reference to the exhibit of the same number filed with the
registration statement number 22-25782.
3

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 6th day of January 1995.

NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION

/s/ RAYMOND S. HAVERSTOCK

--------------------------------------
Raymond S. Haverstock
Assistant Vice President