EXHIBIT 99.6 - FORM OF LETTER TO STOCKHOLDERS OF RECORD

                               SMART & FINAL INC.

                         ________________ COMMON SHARES
                      INITIALLY OFFERED PURSUANT TO RIGHTS
                         DISTRIBUTED TO STOCKHOLDERS OF
                               SMART & FINAL INC.
                                        
Dear Stockholders:

          This letter is being distributed to all holders of Common Stock (the
"Common Stock"), of record on ____________, 1999 (the "Record Date"), of Smart &
Final Inc. (the "Company"), in connection with a distribution of transferable
rights ("Rights") to acquire the Common Stock at a subscription price of $
________ per share for each share as described in the Prospectus dated
__________, 1999.

          Each beneficial owner of shares of the Common Stock is entitled to
receive one Right for each share of Common Stock owned as of the Record Date,
and to purchase one (1) share of Common Stock for every _______ Rights held.  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.

          Enclosed are copies of the following documents:

          1. The Prospectus;

          2. The Subscription Warrant;

          3. The "Instructions as to Use of Smart & Final Inc. Subscription
Warrant" (including Guidelines For Certification of Taxpayer Identification
Number on Substitute Form W-9);

          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  (or Notice of Guaranteed Delivery) and payment in full for all of the
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.  Its toll-free telephone number is
(800) 414-2879.

                                                   Very truly yours,

                                                   SMART & FINAL INC.