UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 1)
SANTA ANITA REALTY ENTERPRISES, INC.
SANTA ANITA OPERATING COMPANY
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.10 PER SHARE
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(Title of Class of Securities)
8012 09206
8012 12101
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(CUSIP Number)
Abraham D. Gosman
Meditrust
197 First Avenue
Needham Heights, MA 02194-9127
(617) 433-6000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
MAY 19, 1997
--------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
SCHEDULE 13D
CUSIP No. Page of Pages
8012 09206
8012 12101
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Meditrust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [x]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,249,035
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER
0
REPORTING
9 SOLE DISPOSITIVE POWER
PERSON WITH 1,249,035
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,249,035
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%
14 TYPE OF REPORTING PERSON*
Massachusetts Business Trust (00)
This Amendment No. 1 is being filed by Meditrust to
amend and supplement the Statement on Schedule 13D (the "Original
Schedule 13D") filed by Meditrust on April 23, 1997 in respect of
the Common Stock, par value $.10 per share of Santa Anita Realty
Enterprises, Inc. and Santa Anita Operating Company. Capitalized
terms used but not defined herein shall have the respective
meanings given to them in the Original Schedule 13D.
ITEM 4. Purpose of Transaction
Item 4 of the Original Schedule 13D is hereby amended
to include the following:
In view of expressions of interest from third-parties
and in furtherance of Meditrust's business objectives, officers
and representatives of Meditrust intend to contact, and engage in
exploratory discussions with, third-parties from time to time
regarding the possibility of Meditrust entering into
transactions, including acquisitions, joint ventures, strategic
alliances and other business arrangements, with these parties.
Any such transaction would be conditioned on the consummation of
the merger contemplated by the Merger Agreement.
Officers and representatives of Meditrust also intend
to contact, respond to inquiries of, and engage in exploratory
discussions with, third-parties from time to time regarding the
possibility of one or more of these parties purchasing up to
1,004,225(1) Paired Shares from the Issuers pursuant to
Meditrust's right under the Merger Agreement to designate
unaffiliated third parties to purchase up to that number of
Paired Shares and/or acquiring shares of Meditrust from
Meditrust.
There can, of course, be no assurance that any of the
intended contacts or discussions described above will result in
any proposals or transactions.
_______________
(1) See footnote 3 of the Original Schedule 13D
SIGNATURE
---------
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: May 19, 1997 MEDITRUST
By: /s/ Michael S. Benjamin
--------------------------
Name: Michael S. Benjamin
Title: Senior Vice President
and Secretary
