SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ALVARADO DONALD G

(Last)

(First)

(Middle)

600 CITADEL DRIVE

(Street)

COMMERCE

90040

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SMART & FINAL INC/DE [ SMF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
S.V.P., Gen Counsel, Secretary

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.01 per share	08/18/2004		D		2,500	D	$16.75	6,213 ^{( 1 )}	D
Common Stock, par value $.01 per share	08/18/2004		D		230	D	$16.8	5,983 ^{( 1 )}	D
Common Stock, par value $.01 per share	08/18/2004		D		700	D	$16.76	5,283 ^{( 1 )}	D
Common stock, par value $.01 per share								26,076	I	Deferred smart shares, held in the Supplemental Deferred Compensation plan.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options	$9.25							05/04/2000	05/04/2009	common ^{( 2 )}	27,600		27,600	D
Stock Options	$6.875							02/15/2002	02/15/2010	common ^{( 3 )}	17,000		44,600	D
Stock Options	$10.132							09/27/2003	09/27/2011	common ^{( 4 )}	20,000		64,600	D
Stock Options	$9.8							02/19/2004	02/19/2012	common ^{( 5 )}	17,500		82,100	D
Stock Options	$4.28							02/19/2005	02/19/2013	common ^{( 6 )}	20,000		102,100	D
Stock Options	$6.5							09/16/2005	09/16/2013	common ^{( 7 )}	20,000		122,100	D
Stock Options	$12.89							02/17/2006	02/17/2014	common ^{( 8 )}	20,000		142,100	D

Explanation of Responses:

1. Includes 4,000 vested smart shares

2. Previously reported options. 1/5 of the options became exercisable on May 4 in each of 2000, 2001, 2002, 2003, 2004 and 1/5 will become exercisable on May 4 2005.

3. Previously reported options. 1/3 of the options became exercisable on 2/15 in each of 2002, 2003 and 2004.

4. Prevously reported options. 1/3 of the options became exercisable on 9/27 in each of 2003 and 2004 and 1/3 will become exercisable on 9/27/2005.

5. Previously reported options. 1/3 of the options became excercisable on 2/19/2004 and 1/3 of the options will become exercisable on 2/19 in each of 2005 and 2006.

6. Previously reported options. 1/3 of the options will become exercisable on 2/19 in each of 2005, 2006 and 2007.

7. Previously reported options. 1/3 of the options will become exercisable on 9/16 in each of 2005, 2006 & 2007.

8. Previously reported options. 1/3 of the options will become exercisable on 2/17 in each of 2006, 2007and 2008.

	Donald G. Alvarado	08/20/2004
	** Signature of Reporting Person	Date
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