FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * GOLD JAMES S   2. Issuer Name and Ticker or Trading Symbol SMART & FINAL INC/DE [SMF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 600 CITADEL DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 05/20/2005 (Street) COMMERCE 90040 4. If Amendment, Date 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 (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $.01 per share               9,060 D   Common Stock, par value $.01 per share 05/20/2005   A   1,839 A $ 0 17,211 (1) I See footnote 1

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options

$ 16.5

05/04/1997(2)

05/04/2010

Common

22,500

22,500

D

Stock Options

$ 9.25

05/04/2000(3)

05/04/2009

Common

12,500

12,500

D

Stock Options

$ 8.375

05/01/2002(4)

05/01/2010

Common

4,000

4,000

D

Stock Options

$ 4.4

02/18/2005(5)

02/18/2013

Common

8,000

8,000

D

Stock Options

$ 3.46

05/22/2005(6)

05/22/2013

Common

4,000

4,000

D

Stock options

$ 13.47

05/18/2006(7)

05/18/2014

Common

4,000

4,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GOLD JAMES S 600 CITADEL DRIVE COMMERCE 90040	X

Signatures

James S. Gold		05/23/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	Includes 13,211 shares held in the Company's Deferred Directors Plan. 2,000 shares represent Mr. Gold's indirect pecuniary interest in shares held by Amy Ellyn Gold, Custodial Acct. 2,000 shares represent Mr. Gold's indirect pecuniary interest in shares held by Abigail Gold, Custodial Acct.
(2)	Previously reported fully vested options. The options originally were to expire on 5/4/2005 and were extended to 5/4/2010.
(3)	Previously reported options. 1/3 of the options became exercisable on May 4 in each of 2000, 2001 and 2002.
(4)	Previously reported options. 1/3 became exercisable on May 1 in each of 2002, 2003 and 2004.
(5)	Previously reported options. 1/3 became exercisable on February 18, 2005 and 1/3 will become exercisable on February 18 in each 2006 and 2007.
(6)	Previously reported options. 1/3 became exercisable on May 22, 2005 and 1/3 will become exercisable on May 22 in each of 2006 and 2007.
(7)	Grant to reporting person of options in the Company's Non-Employee Director Stock Plan. 1/3 of the options will become exercisable on May 18 in each of 2006, 2007 and 2008.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.