SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

John Willis

(Last)

(First)

(Middle)

600 CITADEL DRIVE

(Street)

COMMERCE

90040

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/25/2006

3. Issuer Name and Ticker or Trading Symbol
SMART & FINAL INC/DE [ SMF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $.01 per share	18,800⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock options	09/27/2003⁽²⁾	09/27/2011	Common	12,500	$10.132	D
Stock options	02/19/2004⁽³⁾	02/19/2012	Common	10,000	$9.8	D
Stock options	02/19/2005⁽⁴⁾	02/19/2013	Common	15,000	$4.28	D
Stock options	09/16/2005⁽⁵⁾	09/16/2013	Common	12,000	$6.5	D
Stock options	11/30/2005⁽⁶⁾	02/17/2014	Common	10,000	$12.89	D
Stock options	11/30/2005⁽⁷⁾	02/15/2015	Common	6,000	$15.2	D
Stock Appreciation Rights	02/21/2008⁽⁸⁾	02/21/2014	Common	8,500	$14.39	D

Explanation of Responses:

1. 9,800 vested smart shares and 9000 unvested smart shares

2. Grant to reporting person under the Company's Long Term Equity Compensation Plan. 1/3 of the options became exercisable on September 27 in each of 2003, 2004 and 2005.

3. Grant to reporting person under the Company's Long Term Equity Compensation Plan. 1/3 of the options became exercisable on February 19 in each of 2004, 2005 and 2006.

4. Grant to reporting person under the Company's Long Term Equity Compensation Plan. 1/3 of the options become exercisable on February 19 in each of 2005, 2006 and 1/3 of the options will become exercisable on February 19, 2007.

5. Grant to reporting person under the Company's Long Term Equity Compensation Plan. 1/3 of the options became exercisable on September 16 in each of 2005 and 2006. 1/3 of the options will become exercisable on September 16, 2007.

6. Grant to reporting person under the Company's Long Term Equity Compensation Plan. All options vested on November 30, 2005.

7. Grant to reporting person under the Company's Long Term Equity Compensation Plan. All options vest November 30, 2005.

8. Grant to reporting person under the Company's Long Term Equity Compensation Plan. 1/3 of the Stock Appreciation Rights will become exercisable on February 21 in each of 2008, 2009 and 2010.

	John Willis	10/02/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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