<PAGE>
 
     As filed with the Securities and Exchange Commission on May 1, 1995.

                                                Registration No. 33-____________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ___________________

                                    FORM S-8

                          JOINT REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                              ___________________

       SANTA ANITA REALTY                                  SANTA ANITA
        ENTERPRISES, INC.                               OPERATING COMPANY
- ----------------------------------              --------------------------------
     (Exact name of registrant                      (Exact name of registrant  
    as specified in its charter)                   as specified in its charter) 
    
            Delaware                                         Delaware
- ------------------------------------            --------------------------------
  (State or other jurisdiction of               (State or other jurisdiction of
   incorporation or organization)                incorporation or organization) 

           95-3520818                                       95-3419438
- ------------------------------------            --------------------------------
        (I.R.S. Employer                                 (I.R.S. Employer  
       Identification No.)                             Identification No.) 
 
301 West Huntington Drive, Suite 405                 285 West Huntington Drive
     Arcadia, California 91066                       Arcadia, California 91066
- ------------------------------------            --------------------------------
     (Address of principal                              (Address of principal
       executive offices)                                 executive offices)  
 
SANTA ANITA REALTY ENTERPRISES, INC.              SANTA ANITA OPERATING COMPANY
       1995 SHARE AWARD PLAN                           1995 SHARE AWARD PLAN
- ------------------------------------            --------------------------------
    (Full title of the plan)                         (Full title of the plan)
 
       Brian L. Fleming                                 Kathryn J. McMahon
        P.O. Box 60025                                    P.O. Box 60014
Arcadia, California 91066-6025                   Arcadia, California 91066-6014
        (818) 574-5550                                    (818) 574-7223
- ------------------------------------            --------------------------------
(Name, address and telephone                      (Name, address and telephone 
 number of agent for service)                      number of agent for service) 

                              ___________________

                                    Copy to:
                              Michael Newman, Esq.
                               O'MELVENY & MYERS
                             400 South Hope Street
                       Los Angeles, California 90071-2899
                              ___________________

                       CALCULATION  OF REGISTRATION  FEE
<TABLE>
<CAPTION>
 
                                                      Proposed             Proposed
                                                      maximum              maximum
Title of                             Amount           offering price per   aggregate             Amount of
securities                           to be            unit of Paired       offering              registration
to be registered                     registered       Common Stock         price                 fee
- ----------------------------------   --------------   ------------------  ------------------    --------------
<S>                                  <C>              <C>                  <C>                  <C>
 
Paired Common Stock/(1)/             1,010,000/(2)/     $16.25/(3)/        $16,412,500/(3)/       $5,659/(3)/
                                     shares
</TABLE>

/(1)/  Santa Anita Realty Enterprises, Inc. Common Stock, par value $0.10 per
       share (the "Realty Common Stock"), paired with Santa Anita Operating
       Company Common Stock, par value $0.10 (the "Operating Company Common
       Stock"). Includes rights (the "Rights") issuable pursuant to the Rights
       Agreement, dated June 15, 1989, among Santa Anita Realty Enterprises,
       Inc., Santa Anita Operating Company, and Union Bank, as Rights Agent. One
       Right will be issued with respect to each share of Realty Common Stock
       issued under the Plans.

/(2)/  This Joint Registration Statement covers, in addition to the number of
       shares of Paired Common Stock stated above, options and other rights to
       purchase or acquire the shares of Paired Common Stock covered by the
       Prospectus and, pursuant to Rule 416, an additional indeterminate number
       of shares which by reason of certain events specified in the Plans may
       become subject to the Plans.

/(3)/  Pursuant to Rule 457(h), the maximum offering price, per share and in the
       aggregate, and the registration fee were calculated based upon the
       average of the high and low prices of the Paired Common Stock reported on
       the New York Stock Exchange and published in the Western Edition of the
       Wall Street Journal as of April 25, 1995.

 The Exhibit Index included in this Joint Registration Statement is at page 11.

================================================================================
<PAGE>
 
                                     PART I


                          INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS


                The documents containing the information specified in Part I of
      Form S-8 (plan information and registrant information) will be sent or
      given to employees as specified by Securities and Exchange Commission Rule
      428(b)(1).  Such documents need not be filed with the Securities and
      Exchange Commission either as part of this Joint Registration Statement or
      as prospectuses or prospectus supplements pursuant to Rule 424.  These
      documents, which include the statement of availability required by Item 2
      of Form S-8, and the documents incorporated by reference in this Joint
      Registration Statement pursuant to Item 3 of Form S-8 (Part II hereof),
      taken together, constitute a prospectus that meets the requirements of
      Section 10(a) of the Securities Act of 1933.

                                       2
<PAGE>
 
                                    PART II

                          INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT


      ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                The following documents of Santa Anita Realty Enterprises, Inc.
      ("Realty") and Santa Anita Operating Company ("Operating Company", Realty
      and Operating Company being sometimes referred to herein individually as a
      "Registrant" and collectively as the "Registrants") filed with the
      Securities and Exchange Commission are incorporated herein by reference:

           (a)  Registrants' Joint Annual Report on Form 10-K for the fiscal
                year ended December 31, 1994.

           (b)  All reports filed by the Registrants pursuant to Section 13(a)
                or 15(d) of the Securities and Exchange Act of 1934 (the
                "Exchange Act") since the end of the fiscal year ended December
                31, 1994; and

           (c)  The descriptions of the Realty Common Stock, the Rights, and the
                Operating Company Common Stock which are contained in
                registration statements filed under the Exchange Act, and any
                amendment or report filed for the purpose of updating such
                descriptions.

      All documents subsequently filed by the Registrants pursuant to Sections
      13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
      post-effective amendment which indicates that all securities offered
      hereby have been sold or which deregisters all securities then remaining
      unsold shall be deemed to be incorporated by reference into this Joint
      Registration Statement and to be a part hereof from the date of filing of
      such documents.  Any statement contained herein or in a document, all or a
      portion of which is incorporated or deemed to be incorporated by reference
      herein, shall be deemed to be modified or superseded for purposes of this
      Joint Registration Statement to the extent that a statement contained
      herein or in any other subsequently filed document which also is or is
      deemed to be incorporated by reference herein modifies or supersedes such
      statement.  Any such statement so modified or superseded shall not be
      deemed, except as so modified or amended, to constitute a part of this
      Joint Registration Statement.


      ITEM 4.  DESCRIPTION OF SECURITIES

                Each of the Realty Common Stock, the Rights, and the Operating
      Company Common Stock are registered pursuant to Section 12 of the Exchange
      Act, and, therefore, the description of securities is omitted.


      ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                Not Applicable.

                                       3
<PAGE>
 
      ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

                As permitted by Section 102 of the General Corporation Law of
      Delaware (the "GCL"), both the Certificate of Incorporation of Realty and
      the Certificate of Incorporation of Operating Company eliminate personal
      liability of its respective directors to such company or its stockholders
      for monetary damages for breach of fiduciary duty as a director, except
      for:  (i) any breach of the duty of loyalty to such company or its
      stockholders; (ii) acts or omissions not in good faith or which involve
      intentional misconduct or knowing violations of law; (iii) liability under
      Section 174 of the Delaware General Corporation Law relating to certain
      unlawful dividends and stock repurchases; or (iv) any transaction from
      which the director derived an improper personal benefit.

                As permitted by Section 145 of the GCL, both Realty's Bylaws and
      Operating Company's Bylaws provide for indemnification of directors and
      officers (and permit the respective Boards of Directors to provide for
      indemnification of employees and agents) of such Registrant against
      expenses (including attorneys' fees) and other amounts paid in settlement
      actually and reasonably incurred by them in connection with any
      threatened, pending or completed action, suit or proceeding, whether
      civil, criminal, administrative or investigative, in which any such person
      was or is a party or is threatened to be made a party, if such person
      acted in good faith and in a manner such person reasonably believed to be
      in or not opposed to the best interest of such Registrant and, with
      respect to any criminal action or proceeding, if such person had no
      reasonable cause to believe his conduct was unlawful.  In the case of an
      action or suit by or in the right of the respective Registrant, such a
      person may not be indemnified in respect of any claim, issue or matter as
      to which he has been adjudged liable for negligence or misconduct in the
      performance of his duty to the respective Registrant, unless and only to
      the extent the court in which such action or suit was brought determines
      that such person is fairly and reasonably entitled to indemnity for such
      expenses as such court may deem proper.  In each case, indemnification
      shall be made only upon specific authorization of a majority of
      disinterested directors, by written opinion of independent legal counsel
      or by the stockholders, unless the director, officer, employee or agent
      has been successful on the merits or otherwise in defense of any such
      action or suit, in which case he shall be indemnified without such
      authorization.  Both Realty's Bylaws and Operating Company's Bylaws
      require such Registrant to pay the expenses incurred by a director or
      officer in defending or investigating a threatened or pending action, suit
      or proceeding in advance of the final disposition of such action, suit or
      proceeding upon receipt by such Registrant of an undertaking by or on
      behalf of such director or officer to repay such amount if it is
      ultimately determined that he is not entitled to indemnification and
      permit such Registrant to advance such expenses to other employees and
      agents of such Registrant upon such terms and conditions as are specified
      by the respective Registrant's Board of Directors.  The advancement of
      expenses, as well as indemnification, pursuant to each Registrant's Bylaws
      is not exclusive of any other rights which those seeking indemnification
      or advancement of expenses from such Registrant may have.

                Individual indemnification agreements (the "Indemnification
      Agreements") have been entered into by each of Realty and Operating
      Company with certain of its respective directors and officers.  The
      Indemnification Agreements provide for indemnification to the fullest
      extent permitted by law and provide contractual assurance to directors and
      officers that indemnity and advancement of expenses will be available to
      them regardless of any amendment or revocation of such Registrant's
      Bylaws.

                                       4
<PAGE>
 
                Both Realty's Bylaws and Operating Company's Bylaws permit such
      Registrant to purchase and maintain insurance on behalf of any director,
      officer, employee or agent of such Registrant against liability asserted
      against him or her in any such capacity, whether or not such Registrant
      would have the power to indemnify him against such liability under the
      provisions of the Bylaws.  Both Realty and Operating Company maintain
      liability insurance providing officers and directors with coverage with
      respect to certain liabilities.


      ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

                Not applicable.


      ITEM 8.   EXHIBITS

                See the attached Exhibit Index.


      ITEM 9.  UNDERTAKINGS

           (a) The undersigned registrants hereby undertake:

                     (1) To file, during any period in which offers or sales are
           being made, a post-effective amendment to this Joint Registration
           Statement:

                               (i) To include any prospectus required by Section
                     10(a)(3) of the Securities Act of 1933 (the "Securities
                     Act");

                               (ii) To reflect in the prospectus any facts or
                     events arising after the effective date of the Joint
                     Registration Statement (or the most recent post-effective
                     amendment thereof) which, individually or in the aggregate,
                     represent a fundamental change in the information set forth
                     in the Joint Registration Statement; and

                               (iii)  To include any material information with
                     respect to the plan of distribution not previously
                     disclosed in the Joint Registration Statement or any
                     material change to such information in the Joint
                     Registration Statement;

                     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                     -----------------
           do not apply if the information required to be included in a post-
           effective amendment by those paragraphs is contained in periodic
           reports filed by the registrants pursuant to Section 13 or Section
           15(d) of the Exchange Act that are incorporated by reference in the
           Joint Registration Statement;

                     (2) That, for the purpose of determining any liability
           under the Securities Act, each such post-effective amendment shall be
           deemed to be a new registration statement relating to the securities
           offered therein, and the offering of

                                       5
<PAGE>
 
           such securities at that time shall be deemed to be the initial bona
           fide offering thereof; and

                     (3) To remove from registration by means of a post-
           effective amendment any of the securities being registered which
           remain unsold at the termination of the offering.

           (b) The undersigned registrants hereby undertake that, for purposes
      of determining any liability under the Securities Act, each filing of the
      registrants' annual report pursuant to Section 13(a) or Section 15(d) of
      the Exchange Act (and, where applicable, each filing of an employee
      benefit plan's annual report pursuant to Section 15(d) of the Exchange
      Act) that is incorporated by reference in the Joint Registration Statement
      shall be deemed to be a new registration statement relating to the
      securities offered therein, and the offering of such securities at that
      time shall be deemed to be the initial bona fide offering thereof.

           (h) Insofar as indemnification for liabilities arising under the
      Securities Act may be permitted to directors, officers and controlling
      persons of the registrants pursuant to the provisions described in Item 6
      above, or otherwise, the registrants have been advised that in the opinion
      of the Securities and Exchange Commission such indemnification is against
      public policy as expressed in the Securities Act and is, therefore,
      unenforceable.  In the event that a claim for indemnification against such
      liabilities (other than the payment by the registrants of expenses
      incurred or paid by a director, officer or controlling person of the
      registrants in the successful defense of any action, suit or proceeding)
      is asserted by such director, officer or controlling person in connection
      with the securities being registered, the registrants will, unless in the
      opinion of its counsel the matter has been settled by controlling
      precedent, submit to a court of appropriate jurisdiction the question
      whether such indemnification by it is against public policy as expressed
      in the Securities Act and will be governed by the final adjudication of
      such issue.

                                       6
<PAGE>
 
                               REALTY SIGNATURES

                Pursuant to the requirements of the Securities Act of 1933,
      Realty certifies that it has reasonable grounds to believe that it meets
      all of the requirements for filing on Form S-8 and has duly caused this
      Joint Registration Statement to be signed on its behalf by the
      undersigned, thereunto duly authorized, in the City of Arcadia, State of
      California, as of April 28, 1995.

                               SANTA ANITA REALTY ENTERPRISES, INC.



                               By:  /s/ SHERWOOD C. CHILLINGWORTH
                                    --------------------------------
                                    Name:  Sherwood C. Chillingworth
                                    Title:  Vice Chairman of the Board and Chief
                                            Executive Officer


                               POWER OF ATTORNEY

                Each person whose signature appears below constitutes and
      appoints Stephen F. Keller, Sherwood C. Chillingworth, Brian L. Fleming
      and Kathryn J. McMahon his or her true and lawful attorneys-in-fact and
      agents, each acting alone, with full powers of substitution and
      resubstitution, for him or her and in his or her name, place and stead, in
      any and all capacities, to sign any and all amendments (including post-
      effective amendments) to this Joint Registration Statement, and to file
      the same, with all exhibits thereto, and other documents in connection
      therewith, with the Securities and Exchange Commission, granting unto said
      attorneys-in-fact and agents, each acting alone, full power and authority
      to do and perform each and every act and thing requisite and necessary to
      be done in and about the premises, as fully to all intents and purposes as
      he or she might or could do in person, hereby ratifying and confirming all
      that said attorneys-in-fact and agents, each acting alone, or his
      substitute or substitutes, may lawfully do or cause to be done by virtue
      hereof.

                Pursuant to the requirements of the Securities Act of 1933, this
      Joint Registration Statement has been signed below by the following
      persons in the capacities indicated as of April 28, 1995.

      SIGNATURE                                   TITLE
      ---------                                   -----


      /s/ STEPHEN F. KELLER                      Chairman of the Board
      -----------------------------   
      Stephen F. Keller


      /s/ SHERWOOD C. CHILLINGWORTH               Vice Chairman of the Board
      -----------------------------               and Chief Executive Officer
      Sherwood C. Chillingworth                   (Principal Executive Officer)

      /s/ BRIAN L. FLEMING                        Executive Vice President and
      -----------------------------               Chief Financial Officer
      Brian L. Fleming                            (Principal Financial and
                                                  Accounting Officer)
                                             
      /s/ WILLIAM C. BAKER                        Director
      -----------------------------
      William C. Baker
                        
                                       7
<PAGE>
 
      /s/ THOMAS J. BARRACK, JR.                   Director
      -------------------------
      Thomas J. Barrack, Jr.


      /s/ RICHARD S. COHEN                         Director
      -------------------------
      Richard S. Cohen


      /s/ ARTHUR LEE CROWE                         Director
      -------------------------
      Arthur Lee Crowe


                                                   Director
      -------------------------
      Robert H. Grant


                                                   Director
      -------------------------
      Taylor B. Grant


      /s/ J. TERRENCE LANNI                        Director
      -------------------------
      J. Terrence Lanni


      /s/ THOMAS P. MULLANEY                       Director
      -------------------------
      Thomas P. Mullaney


                                                   Director
      -------------------------
      William D. Schulte

                                       8
<PAGE>
 
                          OPERATING COMPANY SIGNATURES

                Pursuant to the requirements of the Securities Act of 1933,
      Operating Company certifies that it has reasonable grounds to believe that
      it meets all of the requirements for filing on Form S-8 and has duly
      caused this Joint Registration Statement to be signed on its behalf by the
      undersigned, thereunto duly authorized, in the City of Arcadia, State of
      California, as of April 28, 1995.

                               SANTA ANITA OPERATING COMPANY



                               By:  /s/ STEPHEN F. KELLER
                                    ------------------------------
                                    Name:  Stephen F. Keller
                                    Title:  Chairman of the Board, President and
                                            Chief Executive Officer

                               POWER OF ATTORNEY

                Each person whose signature appears below constitutes and
      appoints Stephen F. Keller, Sherwood C. Chillingworth, Brian L. Fleming
      and Kathryn J. McMahon his or her true and lawful attorneys-in-fact and
      agents, each acting alone, with full powers of substitution and
      resubstitution, for him or her and in his or her name, place and stead, in
      any and all capacities, to sign any and all amendments (including post-
      effective amendments) to this Joint Registration Statement, and to file
      the same, with all exhibits thereto, and other documents in connection
      therewith, with the Securities and Exchange Commission, granting unto said
      attorneys-in-fact and agents, each acting alone, full power and authority
      to do and perform each and every act and thing requisite and necessary to
      be done in and about the premises, as fully to all intents and purposes as
      he or she might or could do in person, hereby ratifying and confirming all
      that said attorneys-in-fact and agents, each acting alone, or his
      substitute or substitutes, may lawfully do or cause to be done by virtue
      hereof.

                Pursuant to the requirements of the Securities Act of 1933, this
      Joint Registration Statement has been signed below by the following
      persons in the capacities indicated as of April 28, 1995.

      SIGNATURE                                TITLE
      ---------                                -----


      /s/ STEPHEN F. KELLER                    Chairman of the Board,
      --------------------------               President and Chief 
      Stephen F. Keller                        Executive Officer
                                               (Principal Executive Officer)
                                              
      /s/ RICHARD D. BRUMBAUGH                 Vice President-Finance and Chief
      --------------------------               Financial Officer (Principal
      Richard D. Brumbaugh                     Financial and Accounting Officer)


      /s/ WILLIAM C. BAKER                     Director
      --------------------------
      William C. Baker


      /s/ THOMAS J. BARRACK, JR.               Director
      --------------------------
      Thomas J. Barrack, Jr.

                                       9
<PAGE>
 
      /s/ RICHARD S. COHEN                         Director
      --------------------------
      Richard S. Cohen


      /s/ ARTHUR LEE CROWE                         Director
      --------------------------
      Arthur Lee Crowe


                                                   Director
      --------------------------
      Clifford C. Goodrich


                                                   Director
      --------------------------
      Robert H. Grant


      /s/ J. TERRENCE LANNI                        Director
      --------------------------
      J. Terrence Lanni


      /s/ THOMAS P. MULLANEY                       Director
      --------------------------
      Thomas P. Mullaney


                                                   Director
      --------------------------
      William D. Schulte

                                       10
<PAGE>

                                 EXHIBIT INDEX
<TABLE> 
<CAPTION> 
      Exhibit                                                                             
      Number    Description of Document                                                   
      ------    -----------------------        
                                           
     <C>       <S>                                                                        
      4.1       Santa Anita Realty Enterprises, Inc. 1995 Share Award Plan

      4.2       Santa Anita Operating Company 1995 Share Award Plan

      4.3       Pairing Agreement by and between Santa Anita Realty
                Enterprises, Inc. and Santa Anita Operating Company, dated as of
                December 20, 1979 (incorporated by reference to Exhibit 5 to
                Registration Statement on Form 8-A of Santa Anita Operating
                Company filed February 5, 1980).

      4.4       Rights Agreement, dated June 15, 1989, among Santa Anita
                Realty Enterprises, Inc., Santa Anita Operating Company, and
                Union Bank, As Rights Agent (incorporated by reference to
                Exhibit 5 to Registration Statement on Form 8-A of Santa Anita
                Operating Company filed February 5, 1980).

      5.1       Opinion of O'Melveny & Myers (opinion re: legality).

      23.1      Consent of Kenneth Leventhal & Company.

      23.2      Consent of KPMG Peat Marwick LLP.

      23.3      Consent of Kenneth Leventhal & Company

      23.4      Consent of O'Melveny & Myers (included in Exhibit 5.1).

      24.1      Realty Power of Attorney (included in this Joint
                Registration Statement under "Realty Signatures").

      24.2      Operating Company Power of Attorney (included in this Joint
                Registration Statement under "Operating Company Signatures").
</TABLE> 
                                       11
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 29746}]
[{"company-data": {"conformed-name": "SANTA ANITA OPERATING CO", "cik": "0000313749", "assigned-sic": "7948", "irs-number": "953419438", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-58995", "film-number": "95533656"}, "business-address": {"street1": "285 W HUNTINGTON DR", "street2": "PO BOX 808", "city": "ARCADIA", "state": "CA", "zip": "91066-0808", "phone": "8185747223"}, "mail-address": {"street1": "285 W HUNTINGTON DRIVE", "street2": "P O BOX 808", "city": "ARCADIA", "state": "CA", "zip": "91066-0808"}}, {"company-data": {"conformed-name": "SANTA ANITA REALTY ENTERPRISES INC", "cik": "0000314661", "assigned-sic": "7948", "irs-number": "953520818", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-58995-01", "film-number": "95533657"}, "business-address": {"street1": "363 SAN MIGUEL DR STE 100", "street2": "P O BOX 14160", "city": "NEWPORT", "state": "CA", "zip": "92660-7803", "phone": "7147212700"}, "mail-address": {"street1": "363 SAN MIGUEL DRIVE SUITE 100", "street2": "PO BOX 14160", "city": "NEW PORT", "state": "CA", "zip": "92660-7803"}}]
As filed with the Securities and Exchange Commission on May 1, 1995.

                                                Registration No. 33-____________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ___________________

                                    FORM S-8

                          JOINT REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                              ___________________

       SANTA ANITA REALTY                                  SANTA ANITA
        ENTERPRISES, INC.                               OPERATING COMPANY
- ----------------------------------              --------------------------------
     (Exact name of registrant                      (Exact name of registrant  
    as specified in its charter)                   as specified in its charter) 
    
            Delaware                                         Delaware
- ------------------------------------            --------------------------------
  (State or other jurisdiction of               (State or other jurisdiction of
   incorporation or organization)                incorporation or organization) 

           95-3520818                                       95-3419438
- ------------------------------------            --------------------------------
        (I.R.S. Employer                                 (I.R.S. Employer  
       Identification No.)                             Identification No.) 
 
301 West Huntington Drive, Suite 405                 285 West Huntington Drive
     Arcadia, California 91066                       Arcadia, California 91066
- ------------------------------------            --------------------------------
     (Address of principal                              (Address of principal
       executive offices)                                 executive offices)  
 
SANTA ANITA REALTY ENTERPRISES, INC.              SANTA ANITA OPERATING COMPANY
       1995 SHARE AWARD PLAN                           1995 SHARE AWARD PLAN
- ------------------------------------            --------------------------------
    (Full title of the plan)                         (Full title of the plan)
 
       Brian L. Fleming                                 Kathryn J. McMahon
        P.O. Box 60025                                    P.O. Box 60014
Arcadia, California 91066-6025                   Arcadia, California 91066-6014
        (818) 574-5550                                    (818) 574-7223
- ------------------------------------            --------------------------------
(Name, address and telephone                      (Name, address and telephone 
 number of agent for service)                      number of agent for service) 

                              ___________________

                                    Copy to:
                              Michael Newman, Esq.
                               O'MELVENY & MYERS
                             400 South Hope Street
                       Los Angeles, California 90071-2899
                              ___________________

                       CALCULATION  OF REGISTRATION  FEE
Proposed             Proposed
                                                      maximum              maximum
Title of                             Amount           offering price per   aggregate             Amount of
securities                           to be            unit of Paired       offering              registration
to be registered                     registered       Common Stock         price                 fee
- ----------------------------------   --------------   ------------------  ------------------    --------------
Paired Common Stock/(1)/             1,010,000/(2)/     $16.25/(3)/        $16,412,500/(3)/       $5,659/(3)/
                                     shares
/(1)/  Santa Anita Realty Enterprises, Inc. Common Stock, par value $0.10 per
       share (the "Realty Common Stock"), paired with Santa Anita Operating
       Company Common Stock, par value $0.10 (the "Operating Company Common
       Stock"). Includes rights (the "Rights") issuable pursuant to the Rights
       Agreement, dated June 15, 1989, among Santa Anita Realty Enterprises,
       Inc., Santa Anita Operating Company, and Union Bank, as Rights Agent. One
       Right will be issued with respect to each share of Realty Common Stock
       issued under the Plans.

/(2)/  This Joint Registration Statement covers, in addition to the number of
       shares of Paired Common Stock stated above, options and other rights to
       purchase or acquire the shares of Paired Common Stock covered by the
       Prospectus and, pursuant to Rule 416, an additional indeterminate number
       of shares which by reason of certain events specified in the Plans may
       become subject to the Plans.

/(3)/  Pursuant to Rule 457(h), the maximum offering price, per share and in the
       aggregate, and the registration fee were calculated based upon the
       average of the high and low prices of the Paired Common Stock reported on
       the New York Stock Exchange and published in the Western Edition of the
       Wall Street Journal as of April 25, 1995.

 The Exhibit Index included in this Joint Registration Statement is at page 11.

================================================================================
PART I

                          INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

                The documents containing the information specified in Part I of
      Form S-8 (plan information and registrant information) will be sent or
      given to employees as specified by Securities and Exchange Commission Rule
      428(b)(1).  Such documents need not be filed with the Securities and
      Exchange Commission either as part of this Joint Registration Statement or
      as prospectuses or prospectus supplements pursuant to Rule 424.  These
      documents, which include the statement of availability required by Item 2
      of Form S-8, and the documents incorporated by reference in this Joint
      Registration Statement pursuant to Item 3 of Form S-8 (Part II hereof),
      taken together, constitute a prospectus that meets the requirements of
      Section 10(a) of the Securities Act of 1933.

                                       2
PART II

                          INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

      ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                The following documents of Santa Anita Realty Enterprises, Inc.
      ("Realty") and Santa Anita Operating Company ("Operating Company", Realty
      and Operating Company being sometimes referred to herein individually as a
      "Registrant" and collectively as the "Registrants") filed with the
      Securities and Exchange Commission are incorporated herein by reference:

           (a)  Registrants' Joint Annual Report on Form 10-K for the fiscal
                year ended December 31, 1994.

           (b)  All reports filed by the Registrants pursuant to Section 13(a)
                or 15(d) of the Securities and Exchange Act of 1934 (the
                "Exchange Act") since the end of the fiscal year ended December
                31, 1994; and

           (c)  The descriptions of the Realty Common Stock, the Rights, and the
                Operating Company Common Stock which are contained in
                registration statements filed under the Exchange Act, and any
                amendment or report filed for the purpose of updating such
                descriptions.

      All documents subsequently filed by the Registrants pursuant to Sections
      13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
      post-effective amendment which indicates that all securities offered
      hereby have been sold or which deregisters all securities then remaining
      unsold shall be deemed to be incorporated by reference into this Joint
      Registration Statement and to be a part hereof from the date of filing of
      such documents.  Any statement contained herein or in a document, all or a
      portion of which is incorporated or deemed to be incorporated by reference
      herein, shall be deemed to be modified or superseded for purposes of this
      Joint Registration Statement to the extent that a statement contained
      herein or in any other subsequently filed document which also is or is
      deemed to be incorporated by reference herein modifies or supersedes such
      statement.  Any such statement so modified or superseded shall not be
      deemed, except as so modified or amended, to constitute a part of this
      Joint Registration Statement.

      ITEM 4.  DESCRIPTION OF SECURITIES

                Each of the Realty Common Stock, the Rights, and the Operating
      Company Common Stock are registered pursuant to Section 12 of the Exchange
      Act, and, therefore, the description of securities is omitted.

      ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                Not Applicable.

                                       3
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

                As permitted by Section 102 of the General Corporation Law of
      Delaware (the "GCL"), both the Certificate of Incorporation of Realty and
      the Certificate of Incorporation of Operating Company eliminate personal
      liability of its respective directors to such company or its stockholders
      for monetary damages for breach of fiduciary duty as a director, except
      for:  (i) any breach of the duty of loyalty to such company or its
      stockholders; (ii) acts or omissions not in good faith or which involve
      intentional misconduct or knowing violations of law; (iii) liability under
      Section 174 of the Delaware General Corporation Law relating to certain
      unlawful dividends and stock repurchases; or (iv) any transaction from
      which the director derived an improper personal benefit.

                As permitted by Section 145 of the GCL, both Realty's Bylaws and
      Operating Company's Bylaws provide for indemnification of directors and
      officers (and permit the respective Boards of Directors to provide for
      indemnification of employees and agents) of such Registrant against
      expenses (including attorneys' fees) and other amounts paid in settlement
      actually and reasonably incurred by them in connection with any
      threatened, pending or completed action, suit or proceeding, whether
      civil, criminal, administrative or investigative, in which any such person
      was or is a party or is threatened to be made a party, if such person
      acted in good faith and in a manner such person reasonably believed to be
      in or not opposed to the best interest of such Registrant and, with
      respect to any criminal action or proceeding, if such person had no
      reasonable cause to believe his conduct was unlawful.  In the case of an
      action or suit by or in the right of the respective Registrant, such a
      person may not be indemnified in respect of any claim, issue or matter as
      to which he has been adjudged liable for negligence or misconduct in the
      performance of his duty to the respective Registrant, unless and only to
      the extent the court in which such action or suit was brought determines
      that such person is fairly and reasonably entitled to indemnity for such
      expenses as such court may deem proper.  In each case, indemnification
      shall be made only upon specific authorization of a majority of
      disinterested directors, by written opinion of independent legal counsel
      or by the stockholders, unless the director, officer, employee or agent
      has been successful on the merits or otherwise in defense of any such
      action or suit, in which case he shall be indemnified without such
      authorization.  Both Realty's Bylaws and Operating Company's Bylaws
      require such Registrant to pay the expenses incurred by a director or
      officer in defending or investigating a threatened or pending action, suit
      or proceeding in advance of the final disposition of such action, suit or
      proceeding upon receipt by such Registrant of an undertaking by or on
      behalf of such director or officer to repay such amount if it is
      ultimately determined that he is not entitled to indemnification and
      permit such Registrant to advance such expenses to other employees and
      agents of such Registrant upon such terms and conditions as are specified
      by the respective Registrant's Board of Directors.  The advancement of
      expenses, as well as indemnification, pursuant to each Registrant's Bylaws
      is not exclusive of any other rights which those seeking indemnification
      or advancement of expenses from such Registrant may have.

                Individual indemnification agreements (the "Indemnification
      Agreements") have been entered into by each of Realty and Operating
      Company with certain of its respective directors and officers.  The
      Indemnification Agreements provide for indemnification to the fullest
      extent permitted by law and provide contractual assurance to directors and
      officers that indemnity and advancement of expenses will be available to
      them regardless of any amendment or revocation of such Registrant's
      Bylaws.

                                       4
Both Realty's Bylaws and Operating Company's Bylaws permit such
      Registrant to purchase and maintain insurance on behalf of any director,
      officer, employee or agent of such Registrant against liability asserted
      against him or her in any such capacity, whether or not such Registrant
      would have the power to indemnify him against such liability under the
      provisions of the Bylaws.  Both Realty and Operating Company maintain
      liability insurance providing officers and directors with coverage with
      respect to certain liabilities.

      ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

                Not applicable.

      ITEM 8.   EXHIBITS

                See the attached Exhibit Index.

      ITEM 9.  UNDERTAKINGS

           (a) The undersigned registrants hereby undertake:

                     (1) To file, during any period in which offers or sales are
           being made, a post-effective amendment to this Joint Registration
           Statement:

                               (i) To include any prospectus required by Section
                     10(a)(3) of the Securities Act of 1933 (the "Securities
                     Act");

                               (ii) To reflect in the prospectus any facts or
                     events arising after the effective date of the Joint
                     Registration Statement (or the most recent post-effective
                     amendment thereof) which, individually or in the aggregate,
                     represent a fundamental change in the information set forth
                     in the Joint Registration Statement; and

                               (iii)  To include any material information with
                     respect to the plan of distribution not previously
                     disclosed in the Joint Registration Statement or any
                     material change to such information in the Joint
                     Registration Statement;

                     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                     -----------------
           do not apply if the information required to be included in a post-
           effective amendment by those paragraphs is contained in periodic
           reports filed by the registrants pursuant to Section 13 or Section
           15(d) of the Exchange Act that are incorporated by reference in the
           Joint Registration Statement;

                     (2) That, for the purpose of determining any liability
           under the Securities Act, each such post-effective amendment shall be
           deemed to be a new registration statement relating to the securities
           offered therein, and the offering of

                                       5
such securities at that time shall be deemed to be the initial bona
           fide offering thereof; and

                     (3) To remove from registration by means of a post-
           effective amendment any of the securities being registered which
           remain unsold at the termination of the offering.

           (b) The undersigned registrants hereby undertake that, for purposes
      of determining any liability under the Securities Act, each filing of the
      registrants' annual report pursuant to Section 13(a) or Section 15(d) of
      the Exchange Act (and, where applicable, each filing of an employee
      benefit plan's annual report pursuant to Section 15(d) of the Exchange
      Act) that is incorporated by reference in the Joint Registration Statement
      shall be deemed to be a new registration statement relating to the
      securities offered therein, and the offering of such securities at that
      time shall be deemed to be the initial bona fide offering thereof.

           (h) Insofar as indemnification for liabilities arising under the
      Securities Act may be permitted to directors, officers and controlling
      persons of the registrants pursuant to the provisions described in Item 6
      above, or otherwise, the registrants have been advised that in the opinion
      of the Securities and Exchange Commission such indemnification is against
      public policy as expressed in the Securities Act and is, therefore,
      unenforceable.  In the event that a claim for indemnification against such
      liabilities (other than the payment by the registrants of expenses
      incurred or paid by a director, officer or controlling person of the
      registrants in the successful defense of any action, suit or proceeding)
      is asserted by such director, officer or controlling person in connection
      with the securities being registered, the registrants will, unless in the
      opinion of its counsel the matter has been settled by controlling
      precedent, submit to a court of appropriate jurisdiction the question
      whether such indemnification by it is against public policy as expressed
      in the Securities Act and will be governed by the final adjudication of
      such issue.

                                       6
REALTY SIGNATURES

                Pursuant to the requirements of the Securities Act of 1933,
      Realty certifies that it has reasonable grounds to believe that it meets
      all of the requirements for filing on Form S-8 and has duly caused this
      Joint Registration Statement to be signed on its behalf by the
      undersigned, thereunto duly authorized, in the City of Arcadia, State of
      California, as of April 28, 1995.

                               SANTA ANITA REALTY ENTERPRISES, INC.

                               By:  /s/ SHERWOOD C. CHILLINGWORTH
                                    --------------------------------
                                    Name:  Sherwood C. Chillingworth
                                    Title:  Vice Chairman of the Board and Chief
                                            Executive Officer

                               POWER OF ATTORNEY

                Each person whose signature appears below constitutes and
      appoints Stephen F. Keller, Sherwood C. Chillingworth, Brian L. Fleming
      and Kathryn J. McMahon his or her true and lawful attorneys-in-fact and
      agents, each acting alone, with full powers of substitution and
      resubstitution, for him or her and in his or her name, place and stead, in
      any and all capacities, to sign any and all amendments (including post-
      effective amendments) to this Joint Registration Statement, and to file
      the same, with all exhibits thereto, and other documents in connection
      therewith, with the Securities and Exchange Commission, granting unto said
      attorneys-in-fact and agents, each acting alone, full power and authority
      to do and perform each and every act and thing requisite and necessary to
      be done in and about the premises, as fully to all intents and purposes as
      he or she might or could do in person, hereby ratifying and confirming all
      that said attorneys-in-fact and agents, each acting alone, or his
      substitute or substitutes, may lawfully do or cause to be done by virtue
      hereof.

                Pursuant to the requirements of the Securities Act of 1933, this
      Joint Registration Statement has been signed below by the following
      persons in the capacities indicated as of April 28, 1995.

      SIGNATURE                                   TITLE
      ---------                                   -----

      /s/ STEPHEN F. KELLER                      Chairman of the Board
      -----------------------------   
      Stephen F. Keller

      /s/ SHERWOOD C. CHILLINGWORTH               Vice Chairman of the Board
      -----------------------------               and Chief Executive Officer
      Sherwood C. Chillingworth                   (Principal Executive Officer)

      /s/ BRIAN L. FLEMING                        Executive Vice President and
      -----------------------------               Chief Financial Officer
      Brian L. Fleming                            (Principal Financial and
                                                  Accounting Officer)
                                             
      /s/ WILLIAM C. BAKER                        Director
      -----------------------------
      William C. Baker
                        
                                       7
/s/ THOMAS J. BARRACK, JR.                   Director
      -------------------------
      Thomas J. Barrack, Jr.

      /s/ RICHARD S. COHEN                         Director
      -------------------------
      Richard S. Cohen

      /s/ ARTHUR LEE CROWE                         Director
      -------------------------
      Arthur Lee Crowe

                                                   Director
      -------------------------
      Robert H. Grant

                                                   Director
      -------------------------
      Taylor B. Grant

      /s/ J. TERRENCE LANNI                        Director
      -------------------------
      J. Terrence Lanni

      /s/ THOMAS P. MULLANEY                       Director
      -------------------------
      Thomas P. Mullaney

                                                   Director
      -------------------------
      William D. Schulte

                                       8
OPERATING COMPANY SIGNATURES

                Pursuant to the requirements of the Securities Act of 1933,
      Operating Company certifies that it has reasonable grounds to believe that
      it meets all of the requirements for filing on Form S-8 and has duly
      caused this Joint Registration Statement to be signed on its behalf by the
      undersigned, thereunto duly authorized, in the City of Arcadia, State of
      California, as of April 28, 1995.

                               SANTA ANITA OPERATING COMPANY

                               By:  /s/ STEPHEN F. KELLER
                                    ------------------------------
                                    Name:  Stephen F. Keller
                                    Title:  Chairman of the Board, President and
                                            Chief Executive Officer

                               POWER OF ATTORNEY

                Each person whose signature appears below constitutes and
      appoints Stephen F. Keller, Sherwood C. Chillingworth, Brian L. Fleming
      and Kathryn J. McMahon his or her true and lawful attorneys-in-fact and
      agents, each acting alone, with full powers of substitution and
      resubstitution, for him or her and in his or her name, place and stead, in
      any and all capacities, to sign any and all amendments (including post-
      effective amendments) to this Joint Registration Statement, and to file
      the same, with all exhibits thereto, and other documents in connection
      therewith, with the Securities and Exchange Commission, granting unto said
      attorneys-in-fact and agents, each acting alone, full power and authority
      to do and perform each and every act and thing requisite and necessary to
      be done in and about the premises, as fully to all intents and purposes as
      he or she might or could do in person, hereby ratifying and confirming all
      that said attorneys-in-fact and agents, each acting alone, or his
      substitute or substitutes, may lawfully do or cause to be done by virtue
      hereof.

                Pursuant to the requirements of the Securities Act of 1933, this
      Joint Registration Statement has been signed below by the following
      persons in the capacities indicated as of April 28, 1995.

      SIGNATURE                                TITLE
      ---------                                -----

      /s/ STEPHEN F. KELLER                    Chairman of the Board,
      --------------------------               President and Chief 
      Stephen F. Keller                        Executive Officer
                                               (Principal Executive Officer)
                                              
      /s/ RICHARD D. BRUMBAUGH                 Vice President-Finance and Chief
      --------------------------               Financial Officer (Principal
      Richard D. Brumbaugh                     Financial and Accounting Officer)

      /s/ WILLIAM C. BAKER                     Director
      --------------------------
      William C. Baker

      /s/ THOMAS J. BARRACK, JR.               Director
      --------------------------
      Thomas J. Barrack, Jr.

                                       9
/s/ RICHARD S. COHEN                         Director
      --------------------------
      Richard S. Cohen

      /s/ ARTHUR LEE CROWE                         Director
      --------------------------
      Arthur Lee Crowe

                                                   Director
      --------------------------
      Clifford C. Goodrich

                                                   Director
      --------------------------
      Robert H. Grant

      /s/ J. TERRENCE LANNI                        Director
      --------------------------
      J. Terrence Lanni

      /s/ THOMAS P. MULLANEY                       Director
      --------------------------
      Thomas P. Mullaney

                                                   Director
      --------------------------
      William D. Schulte

                                       10
EXHIBIT INDEX
Exhibit                                                                             
      Number    Description of Document                                                   
      ------    -----------------------
4.1       Santa Anita Realty Enterprises, Inc. 1995 Share Award Plan

      4.2       Santa Anita Operating Company 1995 Share Award Plan

      4.3       Pairing Agreement by and between Santa Anita Realty
                Enterprises, Inc. and Santa Anita Operating Company, dated as of
                December 20, 1979 (incorporated by reference to Exhibit 5 to
                Registration Statement on Form 8-A of Santa Anita Operating
                Company filed February 5, 1980).

      4.4       Rights Agreement, dated June 15, 1989, among Santa Anita
                Realty Enterprises, Inc., Santa Anita Operating Company, and
                Union Bank, As Rights Agent (incorporated by reference to
                Exhibit 5 to Registration Statement on Form 8-A of Santa Anita
                Operating Company filed February 5, 1980).

      5.1       Opinion of O'Melveny & Myers (opinion re: legality).

      23.1      Consent of Kenneth Leventhal & Company.

      23.2      Consent of KPMG Peat Marwick LLP.

      23.3      Consent of Kenneth Leventhal & Company

      23.4      Consent of O'Melveny & Myers (included in Exhibit 5.1).

      24.1      Realty Power of Attorney (included in this Joint
                Registration Statement under "Realty Signatures").

      24.2      Operating Company Power of Attorney (included in this Joint
                Registration Statement under "Operating Company Signatures").
11