Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
GOLD JAMES S
  2. Issuer Name and Ticker or Trading Symbol
SMART & FINAL INC/DE [SMF]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
600 CITADEL DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
05/20/2005
(Street)

COMMERCE 90040
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock, par value $.01 per share               9,060 D  
Common Stock, par value $.01 per share 05/20/2005   A   1,839 A $ 0 17,211 (1) I See footnote 1

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options $ 16.5             05/04/1997(2) 05/04/2010 Common 22,500   22,500 D  
Stock Options $ 9.25             05/04/2000(3) 05/04/2009 Common 12,500   12,500 D  
Stock Options $ 8.375             05/01/2002(4) 05/01/2010 Common 4,000   4,000 D  
Stock Options $ 4.4             02/18/2005(5) 02/18/2013 Common 8,000   8,000 D  
Stock Options $ 3.46             05/22/2005(6) 05/22/2013 Common 4,000   4,000 D  
Stock options $ 13.47             05/18/2006(7) 05/18/2014 Common 4,000   4,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GOLD JAMES S
600 CITADEL DRIVE
COMMERCE 90040
  X      

Signatures

 James S. Gold   05/23/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Includes 13,211 shares held in the Company's Deferred Directors Plan. 2,000 shares represent Mr. Gold's indirect pecuniary interest in shares held by Amy Ellyn Gold, Custodial Acct. 2,000 shares represent Mr. Gold's indirect pecuniary interest in shares held by Abigail Gold, Custodial Acct.
(2) Previously reported fully vested options. The options originally were to expire on 5/4/2005 and were extended to 5/4/2010.
(3) Previously reported options. 1/3 of the options became exercisable on May 4 in each of 2000, 2001 and 2002.
(4) Previously reported options. 1/3 became exercisable on May 1 in each of 2002, 2003 and 2004.
(5) Previously reported options. 1/3 became exercisable on February 18, 2005 and 1/3 will become exercisable on February 18 in each 2006 and 2007.
(6) Previously reported options. 1/3 became exercisable on May 22, 2005 and 1/3 will become exercisable on May 22 in each of 2006 and 2007.
(7) Grant to reporting person of options in the Company's Non-Employee Director Stock Plan. 1/3 of the options will become exercisable on May 18 in each of 2006, 2007 and 2008.

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