EXHIBIT 10.10
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                                AMENDMENT 1993-1
                                     TO THE
                      SANTA ANITA REALTY ENTERPRISES, INC.
                           1984 STOCK OPTION PROGRAM
           (AMENDED AND RESTATED EFFECTIVE AS OF SEPTEMBER 22, 1988)



        WHEREAS, Santa Anita Realty Enterprises, Inc. (the "Company") desires to
amend the above-referenced Plan to extend the expiration date of the Plan.

        NOW, THEREFORE, the Plan is amended as follows:

        1.   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 REALTY ENTERPRISES, INC.



                            /s/DONALD G. HERRMAN
                            ------------------------------------
                            By: Donald G. Herrman
                            Title: Secretary