EXHIBIT 23.6     
   
MORGAN STANLEY     
                                                          
                                                       MORGAN STANLEY & CO.
                                                              
                                                       INCORPORATED     
                                                          
                                                       555 CALIFORNIA STREET
                                                              
                                                       SAN FRANCISCO,
                                                       CALIFORNIA 94104     
                                                          
                                                       (415) 576-2000     
                                                          
                                                       September 23, 1997     
   
Santa Anita Realty Enterprises, Inc.     
   
Santa Anita Operating Company     
   
301 West Huntington Drive     
   
Suite 405     
   
Arcadia, California 91007-3471     
   
Dear Sirs:     
   
  We hereby consent to the inclusion in the Joint Registration Statement of
Santa Anita Realty Enterprises, Inc. and Santa Anita Operating Company
(together the "Santa Anita Companies") on Form S-4, of our opinion letter
appearing as Annex B to the Joint Proxy Statement/Prospectus which is part of
the Joint Registration Statement, and to the references of our firm name
therein. In giving such consent, we do not thereby admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations adopted by the
Securities and Exchange Commission thereunder, nor do we admit that we are
experts with respect to any part of the Registration Statement within the
meaning of the term "experts" as used in the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange Commission
thereunder.     
                                             
                                          Very truly yours,     
                                             
                                          MORGAN STANLEY & CO. INCORPORATED
                                                  
                                              /s/ Ron D. Sturzenegger     
                                             
                                          By: ____________________________     
                                                
                                             Ron D. Sturzenegger     
                                                
                                             Principal