EXHIBIT 99.10 - LETTER TO DEALERS AND OTHER NOMINEES

SMART & FINAL INC.

    _________________ SHARES OF COMMON STOCK INITIALLY OFFERED PURSUANT TO
                     RIGHTS DISTRIBUTED TO STOCKHOLDERS OF
                              SMART & FINAL INC.
                                        
To Securities Dealers, Commercial Banks, Trust Companies and Other Nominees:

          This letter is being distributed to securities dealers, commercial
banks, trust companies and other nominees in connection with the offering by
Smart & Final Inc. (the "Company") of  __________ shares of Common Stock (the
"Common Stock"), of the Company, at a subscription price of $ ________  per
share, pursuant to transferable subscription rights (the "Rights") initially
distributed to holders of record of the Common Stock as of the close of business
on  _________, 1999 (the "Record Date"). The Rights are described in the
Prospectus and evidenced by a Subscription Warrant registered in your name or
the name of your nominee.

          Each beneficial owner of shares of the Common Stock registered in your
name or the name of your nominee is entitled to one (1) Right for every one (1)
share of the Common Stock owned by such beneficial owner. Holders of Rights are
entitled to purchase one (1) share of newly issued Common Stock for every
_______ Rights granted.   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 pursuant to the exercise of 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.

          We are asking you to contact your clients for whom you hold the Common
Stock registered in your name or in the name of your nominee to obtain
instructions with respect to the Rights.  Enclosed are copies of the following
documents:

          1. The Prospectus;

          2. The "Instructions as to Use of Smart & Final Inc. Subscription
Warrant" (including Guidelines For Certification of Taxpayer Identification
Number on Substitute Form W-9);
 
          3. A form of letter which may be sent to your clients for whose
accounts you hold Common Stock registered in your name or the name of your
nominee, with space provided for obtaining such clients' instructions with
regard to the Rights;

          4. A Notice of Guaranteed Delivery for Subscription Warrants issued by
Smart & Final Inc.; and

          5. A return envelope addressed to ChaseMellon Shareholder Services,
L.L.C., the Subscription Agent.

          Your prompt action is requested. The Rights will expire at 5:00 P.M.,
New York City time, on ____________, 1999, unless extended by the Company (the
"Expiration Date").

          To exercise the Rights, a properly completed and executed Subscription
Warrant (unless the guaranteed delivery procedures are complied with) and
payment in full for all Rights exercised must be delivered to ChaseMellon
Shareholder Services, L.L.C. as indicated in the Prospectus prior to 5:00 P.M.,
New York City time, on the Expiration Date.

          Additional copies of the enclosed materials may be obtained from
ChaseMellon Shareholder Services, L.L.C. Their toll-free telephone number is
(800) 414-2879 or they may be called collect at (212) 273-8080.

                                         Very truly yours,

                                         SMART & FINAL INC.

 
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON
AS AN AGENT OF SMART & FINAL INC., THE SUBSCRIPTION AGENT OR ANY OTHER PERSON
MAKING OR DEEMED TO BE MAKING OFFERS OF THE COMMON STOCK ISSUABLE UPON VALID
EXERCISE OF THE RIGHTS, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY
STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE OFFERING EXCEPT FOR
STATEMENTS MADE IN THE PROSPECTUS.