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                                                                    EXHIBIT 99.5
 
     PROPOSAL FOR CONSENT TO THE FFL MERGER AND THE REINCORPORATION MERGER
           INVOLVING FOOD 4 LESS, INC. AND FOOD 4 LESS HOLDINGS, INC.
 
    With respect to all shares I am entitled to direct, I hereby instruct U.S.
Trust to (choose only one in each block:)
 
   
 (i) / / CONSENT to the FFL Merger (as described in the enclosed Prospectus and
         Solicitation Statement).
    
 
    / / WITHHOLD CONSENT to the FFL Merger (as described in the enclosed
        Prospectus and Solicitation Statement).
 
    / / ABSTAIN.
   
(ii) / / CONSENT to the Reincorporation Merger (as described in the enclosed
         Prospectus and Solicitation Statement).
    
 
    / / WITHHOLD CONSENT to the Reincorporation Merger (as described in the
        enclosed Prospectus and Solicitation Statement).
 
    / / ABSTAIN.
 
    The submission of this Voting Instruction Card, if properly signed and
dated, revokes all of my prior voting instructions received by the Trustee.
 

                      --------------------------------    -----------------
                                SIGNATURE                      DATE
 
            PLEASE SIGN, DATE, AND MAIL THIS VOTING INSTRUCTION CARD
                       PROMPTLY IN THE ENVELOPE PROVIDED.
 
                  FALLEY'S, INC. EMPLOYEE STOCK OWNERSHIP PLAN
                            CONSENT OF STOCKHOLDERS
                         VOTING INSTRUCTIONS TO TRUSTEE
 
   
    The undersigned Participant in the Falley's, Inc. Employee Stock Ownership
Plan and Trust hereby acknowledges receipt of the Prospectus and Solicitation
Statement dated May   , 1995 of Food 4 Less, Inc. ("FFL") and Food 4 Less
Holdings, Inc. ("Holdings") and the Notice to Participants dated May   , 1995,
from U.S. Trust which, together with the Voting Instruction Card, constitutes
the solicitation by U.S. Trust ("the Solicitation") of voting instructions with
respect to certain proposed mergers involving FFL and Holdings. To be effective,
this Instruction Card must be received by U.S. Trust Company of California, N.A.
(the "Trustee") no later than 5:00 p.m., Los Angeles time, on Monday, June 19,
1995. Instructions may be revoked at any time prior to such time and date.
    
 
YOUR ALLOCATED SHARES: