EXHIBIT 2.2     
 
LOGO
    
 PROXY FOR SPECIAL MEETINGS OF SHAREHOLDERS TO BE HELD ON NOVEMBER 5, 1997     
 
           SANTA ANITA REALTY                        SANTA ANITA
            ENTERPRISES, INC.                     OPERATING COMPANY
 
    THIS PROXY IS SOLICITED ON BEHALF OF THE RESPECTIVE BOARDS OF DIRECTORS
   
  The undersigned hereby appoints William C. Baker, James P. Conn and John C.
Cushman, III as Proxies, each with the power to appoint his substitute, and
hereby authorizes each of them to represent and vote as designated below, all
the shares of Common Stock of Santa Anita Realty Enterprises, Inc. ("Realty")
and Santa Anita Operating Company ("Operating") held of record by the
undersigned on October 3, 1997, at the special meetings of shareholders to be
held on November 5, 1997 or any adjournment thereof.     
 
        PLEASE MARK VOTE IN THE FOLLOWING MANNER [X] USING DARK INK ONLY
 
  THE BOARD OF DIRECTORS OF REALTY RECOMMENDS A VOTE FOR ITEMS 1, 2, 3, 4 AND
5.
 
1. [_] FOR  [_] AGAINST  [_] ABSTAIN
                           proposal to approve and adopt the Third Amended and
                           Restated Agreement and Plan of Merger, dated as of
                           April 13, 1997, among Realty, Operating, Meditrust
                           and Meditrust Acquisition Company
 
2. [_] FOR  [_] AGAINST  [_] ABSTAIN
                           proposal to authorize the transfer of some or all
                           of the assets of Realty to one or more wholly-owned
                           subsidiaries
 
3. [_] FOR  [_] AGAINST  [_] ABSTAIN
                           proposal to authorize the issuance of Paired Common
                           Stock of Realty in exchange for paired Series A
                           Preferred Stock of Realty
 
4. [_] FOR  [_] AGAINST  [_] ABSTAIN
                           proposal to amend the Realty Share Award Plan to
                           increase the number of shares issuable thereunder,
                           to require Realty to acquire Operating Common Stock
                           to pair with Realty Common Stock upon exercise of
                           the options and to increase the per employee option
                           award limitation
 
5. [_] FOR  [_] AGAINST  [_] ABSTAIN
                           proposal to amend the Realty Certificate of
                           Incorporation to delete the cumulative voting
                           provisions
 
 PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
                                    ENVELOPE
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
 

 
 
LOGO
 
        PLEASE MARK VOTE IN THE FOLLOWING MANNER [X] USING DARK INK ONLY
 
  THE BOARD OF DIRECTORS OF OPERATING RECOMMENDS A VOTE FOR ITEMS 1, 2, 3, 4
AND 5.
 
                         proposal to approve and adopt the Third Amended and
                         Restated Agreement and Plan of Merger, dated as of
                         April 13, 1997, among Realty, Operating, Meditrust
                         and Meditrust Acquisition Company
1. [_] FOR  [_] AGAINST  [_] ABSTAIN
 
2. [_] FOR  [_] AGAINST  [_] ABSTAIN
                         proposal to authorize the transfer of some or all of
                         the assets of Operating to one or more wholly-owned
                         subsidiaries
 
3. [_] FOR  [_] AGAINST  [_] ABSTAIN
                         proposal to authorize the issuance of Paired Common
                         Stock of Operating in exchange for paired Series A
                         Preferred Stock of Operating
 
4. [_] FOR  [_] AGAINST  [_] ABSTAIN
                         proposal to amend the Operating Share Award Plan to
                         increase the number of shares issuable thereunder and
                         to increase the per employee option award limitation
 
5. [_] FOR  [_] AGAINST  [_] ABSTAIN
                         proposal to amend the Operating Certificate of
                         Incorporation to delete the cumulative voting
                         provisions
 
In their discretion, the proxies are authorized to vote upon such other
business that may properly come before the special meetings.
 
  THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDERS. IF NO DIRECTION IS GIVEN, THIS PROXY
WILL BE VOTED FOR EACH OF THE PROPOSALS.
 
  Receipt of the Notice of Special Meetings and accompanying Joint Proxy
Statement/Prospectus is hereby acknowledged.
 
                                           Dated: _____________________________
 
                                           Signature __________________________
 
                                           Signature if held jointly __________
 
                                           Please sign exactly as your name
                                           appears. When shares are held by
                                           joint tenants, both should sign.
                                           When signing as attorney, executor,
                                           administrator, trustee or guardian,
                                           please give full title as such. If
                                           a corporation, please sign in full
                                           corporation name, by President or
                                           other authorized officer. If a
                                           partnership, please sign a
                                           partnership name by authorized
                                           person.
 
 PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
                                    ENVELOPE