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                                                                   EXHIBIT 10.82
 
                         FIRST AMENDMENT TO AGREEMENT
                      TO SELL AND PURCHASE REAL PROPERTY
                            AND ESCROW INSTRUCTIONS


          This First Amendment to Agreement to Sell and Purchase Real Property
and Escrow Instructions (the "Amendment") is entered into as of April 6, 1998,
by and between Certified Grocers of California, Ltd., a California corporation
("Seller") and Smart & Final Stores Corporation, a California corporation
("Buyer") with respect to the following facts and circumstances:

          A.   Buyer and Seller have previously entered into that certain
Agreement to Sell and Purchase Real Property and Escrow Instructions dated
September 12, 1997 (the "Purchase Agreement").  Capitalized terms used but not
otherwise defined in this Agreement shall have the meanings given those terms in
the Purchase Agreement.

          B.   Buyer and Seller desire to amend the Purchase Agreement on the
terms and conditions contained herein.

          It is, therefore, agreed as follows:

          1.   The List of Particulars in the Purchase Agreement is hereby
amended by changing the "Purchase Price" to read "Ten-Million Eight-Hundred
Thousand Dollars ($10,800,000.00), as may be adjusted pursuant to Article 2
herein, payable as provided in this Agreement".

          2.   The List of Particulars in the Purchase Agreement is hereby
amended by changing the "Closing Date" to read "June 1, 1998, unless advanced or
extended as provided in this Agreement".

          3.   The following new Section 1.2 is hereby added to the Purchase
Agreement:

               "1.2 Separate Areas. Prior to the Closing Date, Seller shall
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     clearly establish, divide and document (as reasonably necessary to satisfy
     Buyer) the Property into two (2) separate areas. The "Reserved Areas" shall
     be a single area comprised of (i) the "Office Building" (as defined below)
     and (ii) the "Construction Zone" (as defined below). The second area shall
     comprise all other areas of the Property (the "Principal Area"). Following 

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     the Closing Date, the definition of Reserved Areas may not increase in
     size".

          4.   Section 2.3 of the Purchase Agreement is hereby amended by the
addition of "So long as Seller shall occupy the Reserved Areas, Seller shall
retain the rights of reasonable ingress and egress through the adjacent areas of
the Property between the Reserved Areas and public streets and sidewalks, as
well as continued connection and use of those utilities necessary for the
continued operation of the occupied portions of the Reserved Areas."
 
          5.   Section 2.4, 2.5, 2.6 and 2.7 of the Purchase Agreement are
hereby amended in their entirety to read as follows:

                "2.4 Payment for Vacation of Principal Area; Closing. Upon
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     satisfaction of the last to occur of the following (a) Seller's complete
     vacation of the entire Property excluding the Reserved Areas, (b)
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     completion of the Pre-Closing Site Work (as defined below) to be performed
     by Seller relative to the Principal Area, (c) satisfaction (or written
     waiver by Buyer) of the conditions contained in Section 5.9.1, and (d)
     satisfaction (or written waiver by Seller) of the conditions contained in
     Section 5.9.2, the Closing shall occur, Buyer shall take title to the
     entire Property (subject to Seller's rights under Section 5.10.1) and Buyer
     will pay to Seller a portion of the Purchase Price equal to Eight-Million
     and Fifty Thousand Dollars ($8,050,000.00) through escrow, subject to
     adjustment pursuant to Sections 2.5, 2.6, and 5.6 hereof. The balance of
     the Purchase Price shall be paid as provided in Section 2.7, below.

               2.5 Vacancy Incentive Price Increases. Upon performance by
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     Seller, Buyer will make certain incentive price increases (the "Incentive
     Price Increases") at the Close of Escrow as an incentive to Seller to
     vacate the Property (other than the Reserved Areas) as soon as possible.
     The Incentive Price Increases shall equal Seven-Thousand Five-Hundred
     Dollars ($7,500.00) for each day prior to the Closing Date that Seller has
     accomplished the complete vacation of the Property (other than the Reserved
     Areas) and otherwise satisfied the conditions described in clauses (i),
     (iii), (iv) and (v) of Section 5.9.1, as evidenced by delivery to Buyer of
     Seller's notice of vacancy. The amount of such incentives shall be without
     limit.

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               2.6 Late Delivery Penalty. So long as Buyer shall have performed
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     all of its obligations under this Agreement, shall have satisfied the
     conditions described in clauses (i) and (ii) of Section 5.9.2, and is
     otherwise ready, willing and able to proceed with the Closing on the
     Closing Date, there shall be a reduction in the Purchase Price of the sum
     of Ten-Thousand Dollars ($10,000.00) for each such day the Closing is
     delayed after the Closing Date solely by reason of Seller's inability to
     accomplish the complete vacation of the Property (other than the Reserved
     Areas) and otherwise satisfy the conditions described in clauses (i),
     (iii), (iv) and (v) of Section 5.9.1. The reduction in the Purchase Price
     under this Section 2.6 shall be limited to a maximum of Eight-Hundred
     Thousand Dollars ($800,000.00).

               2.7 Reserved Areas Holdback; Balance of Purchase Price. At
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     Closing, Buyer shall additionally deposit with Escrow Holder the sum of 
     One-Million Five-Hundred Thousand Dollars ($1,500,000.00), representing the
     balance of the Purchase Price (the "Holdback Funds"). Escrow Holder shall
     retain this sum and shall invest it in accordance with instructions of
     Seller from time to time. Interest so generated on the Holdback Funds shall
     be separately accounted for by Escrow Holder and designated as "Holdback
     Interest". The Holdback Funds and the Holdback Interest shall be disbursed
     as provided in Section 5.10.2."

          6.   Section 3.1.4 of the Purchase Agreement is hereby amended by
adding the word "Pre-Closing" before the words "Site Work".

          7.   Section 3.2 of the Purchase Agreement is hereby amended by adding
the word "Pre-Closing" before the words "Site Work" in the second and ninth
lines thereof.

          8.   Section 4.1 of the Purchase Agreement is hereby amended by adding
the following new Section 4.1.7:

               "4.1.7  Seller's occupancy under Section 5.10 of this Agreement."

          9.   Section 5.8 of the Purchase Agreement is hereby amended by (a)
adding the phrase, "subject to Seller's rights to the Reserved Areas as provided
in Section 5.10" at the end of the first sentence thereof, and (b) adding the
following at the end of Section 5.8:

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     "Prior to the Close of Escrow, Seller shall perform the Site Work on those
     portions of the Property other than the Reserved Areas (the "Pre-Closing
     Site Work").  The Site Work for the Reserved Areas (the "Post-Closing Site
     Work") shall be completed in accordance with Section 5.10."

          10.  Section 5.9.1 of the Purchase Agreement is hereby amended by
adding the word "Pre-Closing" before the words "Site Work" in the seventh line
thereof.

          11.  The Purchase Agreement is hereby amended by adding the following
new Sections 5.10, 5.11 and 5.12 after the end of Section 5.9:

          "5.10  Rights to Reserved Areas and Post-Closing Site Work.
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               5.10.1  Rights to Use and Occupy.  After the Closing, Seller
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          shall have the right to continue to occupy and use portions of the
          Property a s follows:

                    (i) Seller and its employees, agents, invitees and
          contractors (collectively, the "Seller Parties") shall have the right
          to occupy and use the Office Building without charge for the conduct
          of Seller's business and shall have the right to occupy the Reserved
          Areas without charge for the purpose of performing the Post-Closing
          Site Work.

                    (ii) Seller shall be liable for any damage or injury to any
          person or property occasioned by the acts of Seller Parties during any
          such occupancy and Post-Closing Site Work, and Seller shall, and does
          hereby, indemnify, defend and hold harmless Buyer and its officers,
          directors, agents and employees from any and all liens, claims,
          demands or liability resulting therefrom.  At Closing, Seller shall
          deliver to Buyer evidence reasonably satisfactory to Buyer that Seller
          maintains: (a) comprehensive general liability insurance covering
          Seller's operations in the minimum amount of Two-Million Dollars
          ($2,000,000.00) per occurrence, and (b) workers' compensation
          insurance covering Seller's employees.

               5.10.2  Holdback Funds and Holdback Interest. Within five (5)
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     days after delivery by Seller to Escrow 

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     Holder and Buyer of a written statement (the "Holdback Demand") certifying
     Seller's complete vacation of the Reserved Areas and the completion of the
     Post-Closing Site Work, Buyer shall either (a) provide written notice to
     Escrow Holder instructing it to disburse to Seller the amount of the
     Holdback Funds by such means as Seller may direct in writing to Escrow
     Holder, or (b) give written notice (the "Dispute Notice") to Seller and
     Escrow Holder that Seller failed to complete the Post-Closing Site Work and
     vacate the Reserved Areas. If Buyer gives a Dispute Notice, Buyer and
     Seller shall attempt to resolve the dispute for ten (10) business days
     after the giving of the Dispute Notice. If the dispute is not resolved
     within such ten (10) business day period, the dispute shall be determined
     by arbitration pursuant to Section 5.12. The Dispute Notice shall specify
     with reasonable particularity the basis of Buyer's claim that the Post-
     Closing Site Work has not been completed. If the Holdback Demand is
     delivered on or prior to September 1, 1998, Escrow Holder shall also
     distribute Holdback Interest to Seller; if such date is later than
     September 1, 1998, Escrow Holder shall distribute Holdback 
     Interest to Buyer.
     
               5.11 Delay in Delivery of Reserved Areas. In the event that
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     Seller has not completed the Post-Closing Site Work and given notice of
     complete vacation of the Reserved Areas prior to the Outside Closing Date,
     Buyer shall be entitled to exercise immediate possession and sole occupancy
     of the Reserved Areas and the right to take control of and to complete any
     remaining Post-Closing Site Work, at Seller's expense in a commercially
     reasonable manner. In the event of such a delay beyond the Outside Closing
     Date and Buyer's exercise of its self-help right under this Section 5.11,
     Buyer shall be entitled to reimbursement of the actual and reasonable costs
     incurred by Buyer in completing the Post-Closing Site Work and Seller shall
     be entitled to the balance of the Holdback Funds. If Buyer has exercised
     its self-help rights under this Section 5.11, then upon completion of the
     Post-Closing Site Work, Buyer and Seller each may give a Holdback Demand to
     the other and to Escrow Holder. Within five (5) days after delivery of the
     Holdback Demand, the party receiving the Holdback Demand (the "Responding
     Party") shall either (a) provide written notice to Escrow Holder
     instructing it to disburse to the party making the Holdback Demand (the
     "Requesting Party") the amount claimed in that Holdback Demand by such
     means as the Requesting Party may direct in writing to Escrow Holder, or
     (b) give written notice (the "Self-Help Reimbursement Dispute Notice") to
     the Requesting Party and Escrow Holder specifying (i) the amount 

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     (if any) claimed in the Holdback Demand that is not being disputed by the
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     Responding Party (and the Self-Help Reimbursement Dispute Notice shall
     constitute the Responding Party's instruction to Escrow Holder to disburse
     to the Requesting Party the undisputed portion of the Holdback Funds), and
     (ii) the basis of the Responding Party's claim that the amount requested by
     the Requesting Party exceeds the amounts to which the Requesting Party is
     entitled under this Section 5.11.  If either or both Buyer and Seller give
     a Self-Help Reimbursement Dispute Notice, Buyer and Seller shall attempt to
     resolve the dispute for ten (10) business days after the giving of the 
     Self-Help Reimbursement Dispute Notice. If the dispute is not resolved
     within that ten (10) business day period, the rights of Buyer and Seller to
     receive Holdback Funds shall be determined by a single arbitration pursuant
     to Section 5.12.

               5.12 Holdback Arbitration. Seller and Buyer waive their
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     respective rights to trial by jury of any contract or tort claim,
     counterclaim, cross-complaint, or cause of action in any action,
     proceeding, or hearing brought by either party against the other on any
     matter arising out of or in any way connected with the rights of Seller or
     Buyer to the Holdback Funds. Any dispute as to the Holdback Funds shall be
     resolved by neutral binding arbitration before a single arbitrator to be
     held in accordance with the then existing Rules of Practice and Procedure
     of J.A.M.S./Endispute. Judgment on the award rendered by the arbitrator may
     be entered in any Court having jurisdiction over the dispute.

               15.12.1  The arbitrator shall be a retired judge of a California
     Superior Court, California District Court of Appeals or California Supreme
     Court.

               15.12.2  Hearings shall be held in Los Angeles, California or
     another venue determined by mutual agreement of the parties.

               15.12.3  Any demand for arbitration must be made in writing to
     the other party.  No demand for arbitration may be made after the date on
     which the institution of legal proceedings based on the claim, dispute, or
     other matter is barred by the applicable statute of limitations.  Any
     questions as to the applicable statute of limitations shall be determined
     by the arbitration proceeding.

               15.12.4  The arbitrator shall have the power to determine whether
     the Post-Closing Site Work has been 

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     completed, the date it was completed and, as to a Self Help Reimbursement
     Dispute Notice, the amount of the funds from the Holdback Funds that Buyer
     is entitled to receive. The arbitrator shall prepare and provide to the
     parties a written decision on all matter subject to the arbitration,
     including factual findings and the reasons that form the basis of the
     arbitrator's decision. The arbitrator shall not have the power to commit
     errors of law or legal reasoning, and the award of the arbitrator shall be
     subject to vacation or correction for any such error or any other grounds
     specified in Code of Civil Procedure Section 1286.2 or Section 1286.6. The
     award of the arbitrator shall be mailed to the parties no later than thirty
     (30) days after the close of the arbitration hearing. The arbitration
     proceeding shall be reported by a certified shorthand court reporter.
     Written transcripts of the proceedings shall be prepared and made available
     to the parties.

               15.12.5  The parties shall have the right to whatever discovery
     the arbitrator shall approve.  All discovery disputes shall be resolved by
     the arbitrator.

               15.12.6  The provisions of the California Evidence Code shall
     apply to the arbitration hearing.

               15.12.7  The prevailing party shall be awarded from funds
     provided by the losing party (rather than from Holdback Funds): reasonable
     attorney fees, expert and nonexpert witness expenses, and other costs and
     expenses incurred in connection with the arbitration, including without
     limitation the costs and fees of the arbitration and arbitrator.  Any
     dispute over such fees, costs and expenses shall also be resolved by
     arbitration in accordance with the terms of this Section 15.12 and the
     decision of the arbitrator in such proceeding may not be appealed by either
     party.

          12.  The Purchase Agreement is hereby amended by deleting Exhibit E
                                                                    ---------
therefrom and replacing it with Exhibit E attached hereto to reflect a change in
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the Construction Zone.

          13.  Seller agrees to execute and deliver, at no cost to Seller, an
easement in the form of the Easement Grant attached hereto.

          14.  Section 9.1.2 of the Purchase Agreement is hereby amended by
increasing the amount $10,500,000.00 to the 

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amount $10,800,000.00, both places that it appears.

          15.  Except as and to the extent expressly amended hereby, the
Purchase Agreement is unmodified and in full force and effect.  This Agreement
and the Purchase Agreement are the entire agreement between Buyer and Seller
with respect to the matters described therein and herein, and neither the
Purchase Agreement nor this Agreement may modified except by a written agreement
signed by Buyer and Seller.  No reference to this Agreement is necessary in any
instrument or document at any time referring to the Purchase Agreement, a
reference to the Purchase Agreement being deemed a referenced to the Purchase
Agreement, as amended by this Agreement.  This Agreement shall be governed by,
and construed and enforced in accordance with, the laws of the State of
California.  This Agreement may be executed in any number of counterparts, each
of which when executed and delivered will be deemed an original and all of
which, when taken together, will be deemed to be one and the same instrument.

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.


               SELLER:                                
                                                      
               CERTIFIED GROCERS OF CALIFORNIA, LTD.  
               a California corporation               
                                                      
               By:     ___________________________
                                                      
               Name:   ___________________________
                                                      
               Title:  ___________________________
                                                      
                                                      
                                                      
               BUYER:                                 
                                                      
               SMART & FINAL STORES CORPORATION,      
               a California corporation                


               By:      /s/ Robert G. Wess
                       ---------------------------
               Name:    Robert G. Wess
                       ---------------------------
               Title:   Vice President
                       ---------------------------

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               By:     /s/ Richard N. Phegley
                       ________________________
                     
               Name:   Richard N. Phegley
                       ________________________
                     
               Title:  Vice President
                       ________________________

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