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                                                                    EXHIBIT 99.4
 
   
                     U.S. TRUST COMPANY OF CALIFORNIA, N.A.
                            515 SOUTH FLOWER STREET
                                   SUITE 2700
                             LOS ANGELES, CA 90071
    
 
                          IMMEDIATE ATTENTION REQUIRED
 
   
                                  May   , 1995
    
 
                             NOTICE TO PARTICIPANTS
                                     OF THE
                                 FALLEY'S, INC.
                    EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
 
     U.S. Trust Company of California, N.A. ("U.S. Trust") is the Trustee under
the Falley's, Inc. Employee Stock Ownership Plan and Trust (the "ESOP"). The
ESOP owns shares of common stock of Food 4 Less, Inc. ("FFL"). U.S. Trust has
been advised that FFL proposes to merge into its subsidiary Food 4 Less
Holdings, Inc. ("Holdings"), and that Holdings then proposes to change its state
of incorporation by merging into a new Delaware subsidiary of Holdings by the
same name (collectively, the "Proposed Mergers"). FFL and Holdings are seeking
the consent of their stockholders to the Proposed Mergers. As a result of the
Proposed Mergers, the shares of FFL common stock, par value $.01 per share, will
be converted into shares of common stock, par value $.01 per share, of Food 4
Less Holdings, Inc., a Delaware corporation. The ESOP provides that each
participant under the ESOP ("Participant") may direct the Trustee to vote
certain FFL shares (the "Shares") held by the ESOP with respect to issues for
which voting rights under the Shares (as defined in the ESOP) are to be
exercised. The ESOP further provides that U.S. Trust, as Trustee under the ESOP,
is required to vote all of the Shares held by the ESOP (whether or not allocated
to a Participant's account) either in favor of or against the Proposed Mergers
in the same proportion as U.S. Trust receives instructions from Participants
with respect to the Proposed Mergers.
 
     Enclosed for your review are materials relating to the Proposed Mergers
which U.S. Trust has received from FFL. Please read the enclosed information
carefully. U.S. Trust has not participated in the preparation of the enclosed
materials and has not independently verified the accuracy of the information
contained in those materials. Additionally, U.S. Trust has not participated in
the negotiation of the transactions described in those materials. U.S. Trust has
not evaluated the Proposed Mergers, and makes no recommendation to you with
respect to the Proposed Mergers. U.S. Trust cannot and will not undertake to
advise you with respect to your voting direction and urges you to consult with
your own financial advisor if you have any questions about the Proposed Mergers.
 
     According to the ESOP's records, you are a Participant in the ESOP. If you
wish to instruct U.S. Trust to consent or not to consent to the Proposed
Mergers, you should advise U.S. Trust by completing the enclosed instruction
card and returning it to U.S. Trust. Under the ESOP, each Participant is
designated as a "named fiduciary" for voting purposes with respect to Shares
allocated to the Participant's account and a proportionate number of any Shares
for which the Trustee does not receive timely instructions. By completing and
returning your voting instruction card, you are accepting your designation as a
named fiduciary and you should, therefore, exercise your voting rights prudently
and in the interest of all Plan Participants.
 
     You may mail the card directly to U.S. Trust in the enclosed return
envelope.
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     IF YOU WISH TO INSTRUCT U.S. TRUST TO CONSENT OR NOT TO CONSENT TO THE
PROPOSED MERGERS (AS DEFINED IN THE CONSENT SOLICITATION STATEMENT), U.S. TRUST
MUST HAVE YOUR COMPLETED INSTRUCTION CARD IN ITS POSSESSION NO LATER THAN 5:00
P.M., LOS ANGELES TIME, ON JUNE 19, 1995. ONLY INSTRUCTION CARDS THAT ARE
PROPERLY COMPLETED, SIGNED, DATED AND DELIVERED TO U.S. TRUST WILL BE TAKEN INTO
ACCOUNT BY U.S. TRUST.
    
 
   
     Instructions may be revoked by delivering written notice of such revocation
to U.S. Trust at any time prior to 5:00 p.m., Los Angeles time, on June 19,
1995. Thereafter, consents will no longer be revocable. If you have any
procedural questions regarding the Instruction Card, you may telephone
representatives of U.S. Trust at the following toll-free telephone number
between the hours of 8:30 a.m. and 5:00 p.m., Los Angeles time, Monday through
Friday:
    
 
   
                                  800-535-3093
    
 
     U.S. Trust will maintain your instructions in strict confidence. U.S. Trust
will not furnish copies of your instructions, or information as to their
contents, to Food 4 Less, Food 4 Less Holdings, Inc., or Food 4 Less
Supermarkets, Inc., or any other person, except with your prior written consent,
pursuant to legal process, or in connection with the administration of the ESOP
according to safeguards deemed appropriate by U.S. Trust. Accordingly, you
should feel free to exercise your voting rights in the manner you think best.
 
                                      U.S. TRUST COMPANY OF CALIFORNIA, N.A.,
                                      Trustee