<PAGE>
 
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON D.C. 20549
                                        
                                   _________
                                        

                                  FORM 10-Q/A

     (Mark one)

               X   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
             -----                                                 
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended June 21, 1998

                                       OR
                                        
             ____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the transition period from ____ to ____

                        Commission File Number 001-10811


                               SMART & FINAL INC.
             (Exact name of registrant as specified in its charter)


       Delaware                                          No. 95-4079584
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)


                4700 South Boyle Ave.
                Los Angeles, California                         90058
            (Address of principal executive offices)         (zip code)


Registrant's telephone number, including area code:        (213) 589-1054


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes   X   No____.

The registrant had 22,487,879 shares of common stock outstanding as of July 31,
1998.

Number of Sequentially Numbered Pages:   3

Exhibit Index at Page:
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                          PART II - OTHER INFORMATION

                                        
ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

            The Annual Meeting of stockholders of the Company was held on May
       13, 1998.  At the meeting stockholders (1) elected four directors of the
       Company, and (2) ratified the selection of Arthur Andersen LLP,
       independent public accountants, as auditors for the Company for the year
       ending January 3, 1999.

            The four directors elected at the meeting were Pierre B. Bouchut,
       David J. McLaughlin, Thomas G. Plaskett, and Etienne Snollaerts.  The
       directors whose term of office as a director continued after the meeting
       are Jean-Louis Bourgier, Christian P. Couvreux, Timm F. Crull, Robert J.
       Emmons, James S. Gold, Antoine Guichard, and Ross E. Roeder.

            The votes cast for, against, or withheld, as well as the number of
       abstention and broker non-votes for each nominee for office as a director
       were as follows:

<TABLE>
<CAPTION>

                                            VOTES
                              -------------------------------
                                                                               Broker
Name of Nominee                  For       Against   Withheld   Abstentions   Non-Votes
---------------------------   ----------   -------   --------   -----------   ---------
<S>                           <C>          <C>       <C>        <C>           <C>

     Pierre B. Bouchut        20,349,740      -        34,788        -            -
     David J. McLaughlin      20,349,840      -        34,688        -            -
     Thomas G. Plaskett       20,348,684      -        35,844        -            -
     Etienne Snollaerts       20,110,499      -       274,029        -            -
</TABLE>

             The votes cast for, against, or withheld, as well as the number of
       abstentions and broker non-votes for ratification of Arthur Andersen LLP,
       as auditors for the Company for the year ending January 3, 1999 were as
       follows:

<TABLE>
<CAPTION>
                                           VOTES
                              -------------------------------
                                                                                Broker
                                  For      Against   Withheld   Abstentions   Non-Votes
                              -----------  -------   --------   -----------   ---------
     <S>                      <C>          <C>       <C>        <C>           <C>


     Ratification of
     Arthur Andersen LLP
     As auditors for the      20,378,591      812       -             5,125       -
     Company for the
     Year ending
     January 3, 1999
</TABLE>
<PAGE>
 
                                   SIGNATURES
                                        
          Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                              SMART & FINAL INC.

                              By:



Date:  August 11, 1998                 /s/ Martin A. Lynch
                              -------------------------------------------
                                              Martin A. Lynch
                                         Executive Vice President,
                                     Principal Financial Officer, and
                              Principal Accounting Officer of the Company