EXHIBIT 10.15

                       Description of Certain Management
                      Compensatory Plans and Arrangements
                      -----------------------------------

                                        
     In addition to the written management contracts and compensatory plans,
contracts and arrangements of Smart & Final Inc. (the "Company") which are
Exhibits to this Annual Report on Form 10-K, the Company maintains the following
unwritten plans and policies as a means to provide incentives to its executive
officers.  These plans and policies are reviewed and revised annually by the
Compensation Committee of the Company's Board of Directors and are in addition
to the other plans and policies which are generally available to all of the
full-time employees of the Company other than employees of Smart & Final
Foodservice (formerly known as Port Stockton Food Distributors, Inc.) and Henry
Lee Company (who have separate benefit plans and arrangements).

     1.  Executive Medical Insurance Plan.  In addition to the generally
         --------------------------------                               
available medical insurance coverage, the Company also maintains an executive
medical insurance plan for its executive officers.  This plan reimburses such
executive officers for certain medical expenses that are not covered by the
general medical insurance plan and extends the medical benefits otherwise
available under the general medical insurance plan in the event of such
executive officers' total disability.

     2.  Executive Life Insurance Plan.  The Company gives its executive
         -----------------------------                                  
officers the opportunity to obtain individual term life insurance policies in
addition to being covered under the Company's group term life insurance plan.
If an executive officer elects to obtain an individual policy, the Company takes
responsibility for that portion of the individual policy's premium equal to the
cost of such executive's coverage under the group plan minus a $50,000 exclusion
for group term life insurance still provided under the group plan.  The Company
pays the entire premium for each individual policy and invoices the appropriate
executive officer for the portion of the premium that is not covered by the
Company.

  3.  Annual Incentive Bonus Plan.  The Company maintains an annual incentive
      ---------------------------                                            
bonus plan for executive officers.  For fiscal 1998 target bonus amounts for
executive officers were based almost entirely on the attainment of certain
corporate earnings per share, with a small portion of the target bonus amount
based on the attainment of approximately five to eight individual performance
goals.  Once goals were selected, competitive target bonuses were established at
median levels, when compared with other companies of comparable size and
complexity in the retail and wholesale food distribution business and in other
comparable businesses (including, for example, certain non-food multi-unit
retail companies), with target bonus amounts varying by level of responsibility.
For fiscal 1998, target bonuses ranged from 30% of base salary for regional vice
presidents to 60% of base salary for senior management other than the Chief
executive officer.  Actual bonuses are determined after the company's fiscal
year end.  In fiscal 1998, no bonuses were paid to executive officers other than
certain prorated 

                                       1

 
bonuses guaranteed pursuant to the Executive Severance Plan paid to three former
executive officers.

  4.  Tax Preparation/Financial Planning Reimbursement Plan.  The Company has a
      -----------------------------------------------------                    
tax preparation and financial planning reimbursement plan under which eligible
executive officers of the Company are entitled to receive reimbursement for
reasonable expenses incurred in connection with the preparation of their
personal income tax filings and/or in connection with their financial planning
up to a maximum of $2,500.  This plan does not provide for reimbursement of any
income tax liabilities or payments.

  5.  Automobile Allowance and Expense Plan.  The Company provides a monthly
      -------------------------------------                                 
automobile allowance to eligible executive officers of between $600 and $800 per
month ($1,000 in the case of the Chief Executive Officer).  The plan also
provides general liability automobile insurance coverage for the eligible
officer's vehicle, a gasoline credit card, and a vehicle maintenance allowance
of $2,500/year.

 

                                       2