EXHIBIT 4.8

                             [LOGO OF WELLS FARGO]


Flair Industrial Park
Regional Commercial Banking Office
9000 Flair Drive, Suite 100
El Monte, CA 91731


                                 April 1, 1997


Mr. Brian L. Fleming
Executive Vice President/
Chief Financial Officer
Santa Anita Realty Enterprises, Inc.
301 West Huntington Drive, Suite 405
Arcadia, CA 91007


Dear Mr. Fleming:

     This letter is to confirm that Wells Fargo Bank, National Association, 
successor-by-merger to First Interstate Bank of California ("Bank") has agreed 
to extend the maturity date of that certain credit accommodation granted by Bank
to Santa Anita Realty Enterprises, Inc. ("Borrower") in the original maximum 
principal amount of Thirty Million Dollars ($30,000,000), with said principal 
amount subsequently reduced to Twenty Million Dollars ($20,000,000) pursuant to 
the terms and conditions of that certain Credit Agreement between Bank and 
Borrower dated as of November 9, 1994, as amended from time to time (the 
"Agreement").

     The maturity date of said credit accommodation is hereby extended until 
June 1, 1997.  Until such date, all terms and conditions of the Agreement which 
pertain to said credit accommodation shall remain in full force and effect, 
except as expressly modified hereby.  The promissory note dated as of November 
9, 1994, as modified and/or amended from time to time, executed by Borrower and 
payable to the order of Bank which evidences said credit accommodation, a copy 
of which is attached hereto as Exhibit A (the "Note"), shall be deemed modified 
as of the date this letter is acknowledged by Borrower to reflect the new 
maturity date set forth above and to require that, until said new maturity date,
Borrower continue to make payments of principal.  All other terms and conditions
of the Note remain in full force and effect, without waiver or modification.

     Borrower acknowledges that Bank has not committed to make any renewal or 
further extension of the maturity date of the above-described credit 
accommodation beyond the new maturity date specified herein, and that any such 
renewal or further extension remains in the sole discretion of Bank.  This 
letter constitutes the entire agreement between Bank and Borrower with respect 
to

 
Santa Anita Realty
Enterprises, Inc.
April 1, 1997
Page 2


the maturity date extension for the above-described credit accommodation, and 
supersedes all prior negotiations, discussions and correspondence concerning 
said extension.

     Please acknowledge your acceptance of the terms and conditions contained 
herein by dating and signing one copy below and returning it to my attention at 
the above address on or before April 15, 1997.

                                       Very truly yours,                      
                                                                              
                                                                              
                                       WELLS FARGO BANK,                      
                                        NATIONAL ASSOCIATION                  
                                        SUCCESSOR-BY-MERGER TO FIRST          
                                        INTERSTATE BANK OF CALIFORNIA         
                                                                              
                                                                              
                                       By:  /s/ Daniel F. Maddox              
                                            -----------------------------------
                                            Daniel F. Maddox                   
                                            Vice President                     


Acknowledged and accepted as of 3/24/97:
                                -------


Santa Anita Realty Enterprises, Inc.


By:  /s/ Brian L. Fleming
     ------------------------
     Brian L. Fleming
     Executive Vice President/
     Chief Financial Officer