8-K

 
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington D.C. 20549
                             ____________________

                                   FORM 8-K
                                        
                                CURRENT REPORT

                      Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934

               Date of Report (Date of earliest event reported):

                               December 9, 1998
                             ____________________

                              SMART & FINAL INC.

              (Exact name of registrant specified in its charter)
 
 
                                                                           
DELAWARE                             COMMISSION FILE NUMBER 001-10811           95-4079584
(State or other jurisdiction of                                                 (IRS Employer incorporation  
or organization)                                                                Identification No.)
 


600 The Citadel Drive
City of Commerce, California                                         90040
(Address of principal executive offices)                          (zip code)

Registrant's telephone number, including area code:  (323) 869-7500

 
     Item 5.        Other Events.

     On December 7, 1998 Smart & Final Inc. ("the Company") published a press
release announcing that its Board of Directors has authorized an offering to
shareholders of rights to purchase additional shares of the Company's common
stock.  The press  release  relating  to such  matters is attached as an exhibit
to this report and is incorporated  herein by reference.

                                  SIGNATURES
                                        
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Los
Angeles, State of California, on December 9, 1998.

                                              Smart & Final Inc.

                                         By:  /s/ Martin A. Lynch
                                              -----------------------
                                              Martin A. Lynch
                                              Executive Vice President,
                                              Chief Financial Officer and
                                              Principal Accounting Officer
 

 
     EXHIBIT INDEX

     Exhibit                                                Sequentially
     Number     Description of Exhibit                     Numbered Pages
     -------    ----------------------                     -------------- 

     99.101     Press release relating to equity offering        2 

EX-99.101

                                                                  EXHIBIT 99.101

                             FOR IMMEDIATE RELEASE

 
        Leanne Reynolds                             Lisa van Velthuyzen
        323-869-7607                                323-869-7608


             SMART & FINAL AUTHORIZES $60 MILLION EQUITY OFFERING;
                 MAJOR SHAREHOLDER TO EXCHANGE DEBT FOR EQUITY
                                        

     LOS ANGELES, CA, DECEMBER 7, 1998 - Smart & Final Inc. (NYSE-SMF) today
reported that its Board of Directors has authorized an offering to shareholders
of rights to purchase additional shares of the Company's common stock.  The size
of the offering is planned to be $60 million. The Company plans to file a
registration statement with the Securities and Exchange Commission in February
1999, following the release of full-year 1998 financial statements, with the
offering expected to be completed in April  1999.

     Smart & Final's majority shareholder, Casino USA, Inc., a unit of French
retailer Casino Guichard-Perrachon S.A., has advised the Company that it intends
to exercise all of its rights and intends to purchase any new shares not
subscribed for by other shareholders.

     The subscription price for the additional shares to be issued will be based
on the market price of the Company's common stock prior to the effective date of
the registration statement for the offering, less a discount of $0.50 to $0.90,
so long as the market price is less than $15.00 per common share.  All
shareholders will receive one right per share of stock held, with an exchange
ratio of rights to new  shares  determined by the final subscription price.
Based on the current market price of the stock, a subscription ratio of
approximately four rights to one new share would apply.  At that ratio, the
rights offering  would result in the issuance of approximately 6 million new
shares.

     The structure and terms of the proposed rights offering were approved by a
Special Committee of the Board of Directors of the Company.  The members of the
Special Committee were the directors of the Company unaffiliated with Casino USA
or management of the Company.

     The rights  will be freely transferable, but the Company does  not intend
to make a market in the rights.  All subscribing shareholders will be allowed a
voluntary oversubscription option, whereby unsubscribed shares will be allocated
to oversubscribing shareholders.

     All of the net proceeds of the offering will be used to reduce currently
outstanding debt of the Company.  Consideration for shares acquired by Casino
USA under the offering will be the exchange of all or a portion of an existing
$55 million loan owed by the Company to Casino USA. Consideration for shares
acquired by all other shareholders will be cash.

     Chairman and chief executive officer Robert J. Emmons stated, "We are
delighted at the vote of confidence from our major shareholder, Groupe Casino.
After studying a variety of options to improve our capital structure, the Board
concluded that a rights offering was an outstanding option for increasing our
equity base. The additional equity will strengthen the financial position of the
company and will result in a substantial future reduction in interest expense."

     This press release does not constitute an offer to sell or the solicitation
of an offer to buy securities of the Company, nor shall there be any offer,
solicitation or sale of such securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification of such offer, solicitation or sale under the securities laws of
such jurisdiction.  Any public offering of securities will be made only by means
of a prospectus.

     Smart and Final operates 216 non-membership grocery warehouse stores in
California, Oregon, Washington, Arizona, Nevada, Mexico, Idaho, and Florida, and
two foodservice distributors located in Northern California and Florida.  In
1997 the Company reported revenues of $1.45 billion.  For more information on
the Company visit our web-site at smartandfinal.com.

     This press release contains forward-looking statements that are based upon
the Company's estimates and expectations concerning future events and are
subject to certain risks and uncertainties that could cause actual results to
differ materially.  These risks and uncertainties include factors described in
the Company's filings with the Securities and Exchange Commission, all of which
are difficult or impossible to predict accurately and many of which are beyond
the Company's control.  In light of the significant uncertainties inherent in
forward-looking information, the inclusion of such information should not be
regarded as a representation by the Company or any other person that the
Company's objectives or plans will be realized.