EXHIBIT 99.7 - FORM OF LETTER FROM BROKERS OR OTHER NOMINEES TO BENEFICIAL
               OWNERS

    6,486,406 SHARES OF COMMON STOCK INITIALLY OFFERED PURSUANT TO RIGHTS 
               DISTRIBUTED TO STOCKHOLDERS OF SMART & FINAL INC.
                                        
To Our Clients:
    
          Enclosed for your consideration are a Prospectus, dated May 4, 
1999, and the "Instructions as to Use of Smart & Final Inc. Subscription
Warrants" relating to the offer by Smart & Final Inc. (the "Company") of shares
of Common Stock (the "Common Stock") of the Company, at a subscription price of
$9.25 per share, in cash, pursuant to transferable subscription rights (the
"Rights") initially distributed to holders of record ("Record Owners") of shares
of Common Stock as of the close of business on May 12, 1999 (the "Record 
Date").      

          As described in the Prospectus, you will receive one transferable
Right for each share of Common Stock carried by us in your account as of the
Record Date. You are entitled to subscribe for one (1) share of the Common Stock
for every 3.4884 Rights granted to you (the "Basic Subscription Privilege") at a
subscription price of $9.25 per share (the "Subscription Price"). You will also
have the right (the "Oversubscription Privilege"), subject to proration, to
subscribe for shares of the Common Stock available after satisfaction of all
subscriptions pursuant to the Basic Subscription Privilege ("Excess Shares"), at
the Subscription Price. If there are insufficient Excess Shares to satisfy all
exercised Oversubscription Privileges, Excess Shares will be allocated pro rata
among all the holders of the Rights exercising Oversubscription Privileges, in
proportion to the number of shares each such holder has purchased pursuant to
his or her respective Basic Subscription Privilege. Your election to exercise
the Oversubscription Privilege must be made at the time you exercise the Basic
Subscription Privilege, and you must exercise the Basic Subscription Privilege
in full in order to exercise the Oversubscription Privilege.

          No fractional shares or cash in lieu thereof will be issued or paid.
The number of shares which may be purchased pursuant to the exercise of Rights
distributed to record holders by the Company, or which may be purchased under
Rights which have been transferred, must be rounded down to the nearest whole
number (or any lesser number of whole shares) in order to avoid issuing
fractional shares.  Rights are transferable, and holders that wish to sell their
Rights may do so.  The Rights will trade on the New York Stock Exchange (the
"NYSE") up to and including the close of business on the last trading day prior
to the Expiration Date.  It is anticipated that the Rights will trade on a "when
issued" basis up to and including the Record Date.

          THE MATERIALS ENCLOSED ARE BEING FORWARDED TO YOU AS THE BENEFICIAL
OWNER OF THE SHARES OF COMMON STOCK CARRIED BY US IN YOUR ACCOUNT BUT NOT
REGISTERED IN YOUR NAME.  EXERCISES AND SALES OF THE RIGHTS MAY BE MADE BY ONLY
US AS THE RECORD OWNER AND PURSUANT TO YOUR INSTRUCTIONS.  Accordingly, we
request instructions as to whether you wish us to elect to subscribe for any
shares of Common Stock, or sell any Rights, to which you are entitled pursuant
to the terms and subject to the conditions set forth in the enclosed Prospectus
and "Instructions as to Use of Smart & Final Inc. Subscription Warrants".
However, we urge you to read these documents carefully before instructing us to
exercise or sell the Rights.
    
          Your instructions to us should be forwarded as promptly as possible in
order to permit us to exercise or sell Rights on your behalf in accordance with
the provisions of the offering described in the Prospectus.  The offering will
expire at 5:00 P.M., New York City time, on June 3, 1999, unless the
offering is extended by the Company.  Once you have exercised a Right, such
exercise may not be revoked.      

          If you wish to have us, on your behalf, exercise the Rights for any
shares of the Common Stock to which you are entitled, or sell such Rights,
please so instruct us by completing, executing and returning to us the
instruction form on the reverse side of this letter.
    
          ANY QUESTIONS OR REQUESTS FOR ASSISTANCE CONCERNING THE OFFERING
SHOULD BE DIRECTED TO CHASEMELLON SHAREHOLDER SERVICES, L.L.C., AT 
(888) 224-2745.