Exhibit 25.1

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                                    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) |__|

                                  ____________

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


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

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

                                  ____________


                          CLEARVIEW CINEMA GROUP, INC.
               (Exact name of obligor as specified in its charter)


Delaware                                                  22-3338356
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)


A. Dale Mayo
97 Main Street
Chatham, NJ                                               07928
(Address of principal executive offices)                  (Zip code)

                                  ____________

        10 7/8% Senior Notes due 2008 (Title of the indenture securities)


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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.



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                  Name                                             Address
- ---------------------------------------------------------------------------------------------
                                                        
    Superintendent of Banks of the State of                2 Rector Street, New York,
    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


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

    Yes.

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.








                                    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 15th day of July, 1998.


                                                 THE BANK OF NEW YORK



                                                 By:     /s/MARY JANE SCHMALZEL
                                                     --------------------------
                                                     Name:  MARY JANE SCHMALZEL
                                                     Title: VICE PRESIDENT