EXHIBIT 2.3     
 
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  PROXY FOR SPECIAL MEETINGS OF SHAREHOLDERS TO BE HELD NOVEMBER 5, 1997     
 
     MEDITRUST                      MEDITRUST ACQUISITION COMPANY
 
  The undersigned, having received the Notice of Special Meetings and
accompanying Joint Proxy Statement/Prospectus, hereby appoint(s) Abraham D.
Gosman, David F. Benson and Edward W. Brooke, and each of them, Proxies of the
undersigned (with full power of substitution) to attend the above Special
Meetings of Shareholders and all adjournments thereof (the "Meetings"), and
there to vote all shares of beneficial interest of Meditrust and Meditrust
Acquisition Company ("MAC") that the undersigned would be entitled to vote, if
personally present, in regard to all matters which may come before the
Meetings.
 
  The undersigned hereby confer(s) upon the Proxies, and each of them,
discretionary authority to consider and act upon such business, matters or
proposals other than the proposals set forth below as may properly come before
the Meetings. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
SPECIFIED HEREIN. IF NO SPECIFICATION IS MADE THE PROXIES INTEND TO VOTE FOR
ITEM 1.
 
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE
 
  THE BOARD OF TRUSTEES OF MEDITRUST RECOMMENDS A VOTE FOR ITEM 1.
 
[X] Please mark vote as in this example.
 
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 Meditrust, Meditrust
                           Acquisition Company, Santa Anita Realty
                           Enterprises, Inc. and Santa Anita Operating Company
 
    THIS PROXY IS SOLICITED ON BEHALF OF THE RESPECTIVE BOARDS OF TRUSTEES.
             (CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE)
 

 
 
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  THE BOARD OF TRUSTEES OF MAC RECOMMENDS A VOTE FOR ITEM 1.
 
[X] Please mark vote as in this example.
 
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 Meditrust, Meditrust
                           Acquisition Company, Santa Anita Realty
                           Enterprises, Inc. and Santa Anita Operating Company
 
In signing, please write
name(s) exactly as appearing in
the imprint on this card. For
shares held jointly, each joint
owner should sign. If signing
as executor, or in any other
representative capacity, or as
an officer of a corporation,
please indicate your full title
as such.
 
Date: __________________________  _____________________________________________
                                                    Signature
 
Date: __________________________  _____________________________________________
                                                    Signature