EXHIBIT 10.123

                   THIS PROMISSORY NOTE HAS BEEN AMENDED BY,
                        AND IS SUBJECT TO THE TERMS OF,
                      THE ADDENDUM, DATED JUNE 11, 1999,
                               ATTACHED HERETO.



                                   ADDENDUM
                                      TO
                                PROMISSORY NOTE

                                      BY
                              SMART & FINAL INC.

                                 ON BEHALF OF
                               CASINO USA, INC.

$15,964,606.25                                              Dated: June 11, 1999


          This ADDENDUM ("Addendum") amends the Promissory Note (the "Note")
dated November 13, 1998 of SMART & FINAL INC., a Delaware corporation
("Borrower"), payable to the order of CASINO USA, INC., a California corporation
("Lender").

          Borrower and Lender have heretofore agreed to a reduction in the
principal sum due by Borrower to Lender under the Note and therefore hereby
amend the Note to amend and restate the first paragraph thereof as follows:

            FOR VALUE RECEIVED, the undersigned, SMART & FINAL INC., a Delaware
     corporation ("Borrower"), HEREBY PROMISES TO PAY to the order of CASINO
     USA, INC., a California corporation ("Lender"), the principal sum of
     Fifteen Million Nine Hundred Sixty-Four Thousand Six Hundred Six Dollars
     and Twenty-Five Cents ($15,964,606.25).

          Borrower and Lender have heretofore further agreed to a reduction in
the interest rate to be paid by Borrower to Lender under the Note and therefore
hereby amend the Note to amend and restate the second paragraph thereof as
follows:

            The Borrower promises to pay interest on the unpaid principal
     amount of the Advances (as defined below) from the date of this Promissory
     Note until such principal amount is paid in full, payable at such times as
     are specified in the Loan Agreement (as defined below). The Borrower
     promises to make such payments of interest (i) from the date of this
     Promissory Note through but not including the date of the Addendum hereto,
     at such rates as are specified in the Loan Agreement, and (ii) from the
     date of the Addendum hereto until the maturity hereof, at the rate of
     interest per annum that is the lower of (a) the sum of (1) the rate of
     interest per annum payable by the Borrower under that certain Credit
     Agreement, dated as of November 13, 1998, among the Borrower and the
     financial institutions named therein, as it may be amended, supplemented or
     replaced from time to time, plus (2) twenty-five basis points (0.25%), or
     (b) the maximum rate of interest permitted by applicable law.

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          All other provisions of the Note shall remain in full force and effect
and shall apply in all respects to the principal sum set forth above, as set
forth in the Note and this Addendum.

          This Addendum shall be governed by, and construed in accordance with,
the laws of the State of California.

                                    SMART & FINAL INC.


                                    By:__________________________
                                       Martin A. Lynch
                                       Executive Vice President &
                                       Chief Financial Officer



ACKNOWLEDGED AND AGREED:

CASINO USA, INC.


By:_______________________
   Name:
   Title:


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