EXHIBIT 4.3

                                AMENDMENT 1993-1
                                     TO THE
                 SANTA ANITA OPERATING COMPANY AND SUBSIDIARIES
                           1984 STOCK OPTION PROGRAM
           (AMENDED AND RESTATED EFFECTIVE AS OF SEPTEMBER 22, 1988)

        WHEREAS, Santa Anita Operating Company (the "Company") desires to amend
the above-referenced Plan to provide that the additional shares are authorized
for issuance under the Plan and to extend the expiration date of the Plan.

        NOW, THEREFORE, the Plan is amended as follows:

        1. Effective as of February 11, 1993, Section 1.5 of the Plan is
amended to read as follows:

    "1.5  Stock Subject to the Plan.
          ------------------------- 

        The stock to be offered under this Plan shall be shares of authorized
but unissued Common Stock and shares of Realty Stock.  Effective February 11,
1993, the aggregate amount of Common Stock and Realty Stock issued under this
Plan shall not exceed 511,410 shares of Common Stock and 511,410 shares of
Realty Stock, respectively, subject to adjustment as set forth in Section 3.1 of
this Plan.  Effective January 1, 1994, the aggregate amount of Common Stock and
Realty Stock issued under this Plan shall not exceed 622,820 shares of Common
Stock and 622,820 shares of Realty Stock, respectively, subject to adjustment as
set forth in Section 3.1 of this Plan.  Such amount of Common Stock is hereby
reserved



for issuance under this Plan.  If any Option shall expire or terminate for any
reason without having been fully exercised, the unexercised shares subject to
such Option shall again be available for the purposes of this Plan."

        2. Effective as of February 11, 1993, Section 3.10 is amended to read
as follows:

     "3.10  Expiration.
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        Unless previously terminated by the Board of Directors, this Plan shall
expire at the close of business on May 3, 1995, and no Option shall be granted 
under it thereafter, but such expiration shall not affect any Option theretofore
granted."

        IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed on its behalf by a duly authorized officer.

                                              SANTA ANITA OPERATING COMPANY

                                              /s/ ALEXANDER W. INGLE
                                              ------------------------------
                                              By: Alexander W. Ingle
                                              Title: Secretary