Ownership Submission
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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
WHYNOT JEFFREY D
   2. Issuer Name and Ticker or Trading Symbol
SMART & FINAL INC/DE [SMF] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
S.V.P., Human Resources
(Last)
(First)
(Middle)
600 CITADEL DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
05/16/2006
(Street)

COMMERCE, CA 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               24,000 I Deferred Smart Shares
Common Stock, par value $.01 per share 05/16/2006   A   4,000 A $ 0 11,667 (7) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 option $ 6.5             09/16/2005(1) 09/16/2013 Common 20,000   20,000 D  
Stock Options $ 12.89             02/17/2006(2) 02/17/2014 Common 30,000   30,000 D  
Stock Options $ 6.875             02/15/2002(3) 02/15/2010 Common 20,000   20,000 D  
Stock Options $ 10.132             09/27/2003(4) 09/27/2011 Common 20,000   20,000 D  
Stock Options $ 9.8             02/19/2004(5) 02/19/2012 Common 17,000   17,000 D  
Stock Options $ 4.28             02/19/2005(6) 02/19/2013 Common 30,000   30,000 D  
Stock Options $ 15.2             02/15/2007(8) 02/15/2015 Common 12,500   12,500 D  
Stock Appreciation Rights $ 14.39             02/21/2008(9) 02/21/2014 Common 8,500   8,500 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WHYNOT JEFFREY D
600 CITADEL DRIVE
COMMERCE, CA 90040		       S.V.P., Human Resources  

Signatures

 Jeffrey D. Whynot   05/17/2006
**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) Previously reported options. 1/3 will become exercisable on 9/16/2005, 1/3 on 9/16/2006 and 1/3 on 9/16/2007.
(2) Previously reported options. 1/3 of the options become exercisable on February 17 in each of 2006, 2007, 2008.
(3) Previously reported options. 1/3 of the became exercisable on 2/15 in each of 2002, 2003 and 2004.
(4) Previously reported options. 1/3 of the options became exercisable on 9/27/2003 and 1/3 of the options will become exercisable on 9/27 in each of 2004 and 2005.
(5) Previously reported options. 1/3 of the options became exercisable on 2/19/2004 and 1/3 will become exercisable on 2/19 in each of 2005 and 2006.
(6) Previously reported options. 1/3 of the options become exercisable on 2/19 in each of 2005, 2006 and 2007.
(7) Includes 4,167 restricted smart shares granted 2/05, 3,500 restricted smart shares granted 2/06 and 4,000 restricted smart shares granted 5/06.
(8) Previously reported options. 1/3 of the options become exercisable on February 15 in each of 2007, 2008 and 2009 at an exercise price of $15.20 per share
(9) Previously reported options. 1/3 of the Stock Appreciation Rights will become exercisable on February 21 in each of 2008, 2009 and 2010.

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