<PAGE>

    As filed with the Securities and Exchange Commission on January 7, 1994

                                                     Registration No. 
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                --------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                --------------

SANTA ANITA REALTY ENTERPRISES, INC.          SANTA ANITA OPERATING COMPANY
- ------------------------------------    ----------------------------------------
             (Exact name of registrant as specified in its charter)

               Delaware                                 Delaware
- ------------------------------------    ----------------------------------------
        (State or other jurisdiction of incorporation or organization)

              95-3520818                                95-3419438
- ------------------------------------    ----------------------------------------
                       I.R.S. Employer Identification No.

363 San Miguel Drive, Suite 100                       P.O. Box 60014
Newport Beach, California  92660              Arcadia, California 91066-6014
- ------------------------------------    ----------------------------------------
          (Address of Principal Executive Offices, including Zip Code)

                         SANTA ANITA OPERATING COMPANY
                           1984 STOCK OPTION PROGRAM
                         -----------------------------
                            (Full title of the plan)

DONALD G. HERRMAN                       ALEXANDER W. INGLE
363 San Miguel Drive, Suite 100         P.O. Box 60014
Newport Beach, California  92660        Arcadia, California 91066-6014
(714) 721-2700                          (818) 574-6371
- -------------------------------------   ----------------------------------------
            (Name, address and telephone number of agent of service)

                                --------------

                                    Copy to:

                             Michael Newman, Esq.
                               O'Melveny & Myers
                             400 South Hope Street
                      Los Angeles, California  90071-2899

                                --------------

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
Title of each Class
of Securities to be    Amount to be       Proposed Maximum    Proposed Maximum     Amount of
Registered              Registered        Offering Price Per  Aggregate Offering   Registration Fee
                                          Share(1)            Price(1)                     
- ---------------------------------------------------------------------------------------------------
<S>                    <C>                <C>                 <C>                  <C>
Paired Common Stock *  222,820 shares     $16.9375            $3,774,013.75        $1,301.38
- ---------------------------------------------------------------------------------------------------
</TABLE>

(1)  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 Common Stock reported on the
     New York Stock Exchange and published in the Western Edition of the Wall
     Street Journal on December 31, 1993.

* Santa Anita Realty Enterprises, Inc. Common Stock (par value $0.10) paired
  with Santa Anita Operating Company Common Stock (par value $0.10).

    The Exhibit Index included in this Registration Statement is at page 8.

================================================================================
<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 Rule 428(b)(1) of the Securities Act of 1933 (the "Securities
Act").  Such documents need not be filed with the Securities and Exchange
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424.  These documents, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

                                       2
<PAGE>

                                    PART II

Item 3. Incorporation of Certain Documents by Reference

       The following documents of Santa Anita Realty Enterprises, Inc. and Santa
Anita Operating Company (the "Companies") filed with the Securities and Exchange
Commission are incorporated herein by reference:

       (a)  Joint Registration Statement No. 2-95228 on Form S-8 as filed on
   January 10, 1985 relating to the Santa Anita Realty Enterprise, Inc. 1984
   Stock Option Program and Santa Anita Operating Company 1984 Stock Option
   Program, together with the Post-Effective Amendments No. 1, No. 2 and No. 3
   and all future Post-Effective Amendments to said Joint Registration
   Statement.

Item 8. Exhibits

        See the attached Exhibit Index.

                                       3
<PAGE>

                                   SIGNATURES


       Pursuant to the requirements of the Securities Act, the Registrant
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Arcadia, State of California, on this 30th day of
December, 1993.

                                       SANTA ANITA REALTY ENTERPRISES, INC.

  
                                       By: /s/ GLENN L. CARPENTER
                                          --------------------------------------
                                          Glenn L. Carpenter
                                          President and Chief Executive Officer

       Each person whose signature appears below constitutes and appoints
Stephen F. Keller, Glennon E. King and Alexander W. Ingle and each of them, his
or her true and lawful attorneys-in-fact and agents, with full powers of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this 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 might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

       Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the 30th day of December, 1993.
 
Signature                               Title
 
/s/ STEPHEN F. KELLER                   Chairman of the Board and Director
- ---------------------------------
Stephen F. Keller
 
                                       
/s/ GLENN L. CARPENTER                  President and Chief Executive Officer
- ---------------------------------       (Principal                           
Glenn L. Carpenter                      Executive Officer) and Director      

                                       
/s/ DONALD G. HERRMAN                   Vice President-Finance (Principal     
- ---------------------------------       Financial and Accounting Officer) and 
Donald G. Herrman                       Secretary                             
                                                                               
 
/s/ WILLIAM C. BAKER                    Director
- ---------------------------------
William C. Baker
 
                                       
/s/ RICHARD S. COHEN                    Director
- ---------------------------------
Richard S. Cohen
 
 
/s/ ARTHUR LEE CROWE                    Director
- ---------------------------------
Arthur Lee Crowe
 
/s/ CLIFFORD C. GOODRICH                Director
- ---------------------------------
Clifford C. Goodrich

                                       4

<PAGE>

/s/ ROBERT H. GRANT                     Director
- ---------------------------------
Robert H. Grant
 
 
/s/ TAYLOR B. GRANT                     Director
- ---------------------------------
Taylor B. Grant
 
 
/s/ ROYCE B. MCKINLEY                   Director
- ---------------------------------
Royce B. McKinley
 
 
/s/ ROBERT E. MORGAN                    Director
- ---------------------------------
Robert E. Morgan
 
 
/s/ THOMAS P. MULLANEY                  Director
- ---------------------------------
Thomas P. Mullaney
 
 
/s/ RICHARD L. OWEN                     Director
- ---------------------------------
Richard L. Owen
 
 
/s/ CHARLES H. STRUB II                 Director
- ---------------------------------
Charles H. Strub II
 
                                        
/s/ ROBERT H. STRUB                     Director
- ---------------------------------
Robert H. Strub

                                       5
<PAGE>

                                   SIGNATURES
                                        
       Pursuant to the requirements of the Securities Act, the Registrant
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Arcadia, and the State of California, on the 30th day
of December, 1993.

                                       SANTA ANITA OPERATING COMPANY

                                       By: /s/ GLENNON E. KING
                                          ------------------------------------
                                          Glennon E. King
                                          Vice President-Finance and Assistant
                                          Secretary

       Each person whose signature appears below constitutes and appoints
Stephen F. Keller and Glennon E. King and Alexander W. Ingle and each of them,
his or her true and lawful attorneys-in-fact and agents, with full powers of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this 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 might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

       Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the 30th day of December, 1993.
 
Signature                               Title
 
/s/ STEPHEN F. KELLER                   Chairman of the Board of Directors,
- ---------------------------------       President, Chief Executive Officer 
Stephen F. Keller                       (Principal Executive Officer) and  
                                        Director                           
                                       
/s/ GLENNON E. KING                     Vice President-Finance (Principal 
- ---------------------------------       Financial and Accounting Officer) and 
Glennon E. King                         Assistant Secretary                   
 
/s/ GLENN L. CARPENTER                  Director
- ---------------------------------
Glenn L. Carpenter

/s/ WILLIAM C. BAKER                    Director
- ---------------------------------
William C. Baker
 
/s/ RICHARD S. COHEN                    Director 
- ---------------------------------
Richard S. Cohen

                                       6
<PAGE>

 /s/ CLIFFORD C. GOODRICH               Director
- ---------------------------------
Clifford C. Goodrich
 
/s/ ROBERT H. GRANT                     Director
- ---------------------------------
Robert H. Grant
 
/s/ ROYCE B. MCKINLEY                   Director
- ---------------------------------
Royce B. McKinley
 
/s/ LINDA K. MENNIS                     Director
- ---------------------------------
Linda K. Mennis
 
/s/ ROBERT E. MORGAN                    Director
- ---------------------------------
Robert E. Morgan
 
/s/ THOMAS P. MULLANEY                  Director
- ---------------------------------
Thomas P. Mullaney
 
/s/ RICHARD L. OWEN                     Director
- ---------------------------------
Richard L. Owen
 
/s/ JOHN M. STRUB                       Director
- ---------------------------------
John M. Strub

                                       7
<PAGE>

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
 Exhibit                                                         
  Number    Description                                          
- ----------  -----------                                          
<C>         <S>                                                  
4.1         Pairing Agreement by and between Santa Anita Realty Enterprises,
            Inc. and Santa Anita Operating Company, dated as of December 20,
            1979 (incorporated herein by reference to Exhibit 4.1 filed with
            the Companies' Registration Statement on Form S-8, File
            No. 2-95228)
                                                                
4.2         Santa Anita Operating Company 1984 Stock Option Program
            (incorporated herein by reference to  Exhibit 4.3 filed with the
            Companies' Registration  Statement on Form S-8, File No. 2-95228) 
                                                                             
4.3         Amendment 1993-1 to the Santa Anita Operating Company 1984 Stock
            Option Program                    
                                                                 
5.1         Opinion of O'Melveny & Myers                         
                                                                 
23.1        Consent of Kenneth Leventhal & Company               
                                                                 
23.2        Consent of O'Melveny & Myers (included in Exhibit 5) 
                                                                 
24.1        Power of Attorney (included in Part II of this Registration
            Statement)                              
</TABLE>

                                       8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15712}]
[{"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": "033-51843", "film-number": "94500747"}, "business-address": {"street1": "285 W HUNTINGTON DR", "street2": "PO BOX 808", "city": "ARCADIA", "state": "CA", "zip": "91066-0808", "phone": "8185747223"}}, {"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": "033-51843-01", "film-number": "94500748"}, "business-address": {"street1": "363 SAN MIGUEL DR STE 100", "street2": "P O BOX 14160", "city": "NEWPORT", "state": "CA", "zip": "92660-7803", "phone": "7147212700"}}]
As filed with the Securities and Exchange Commission on January 7, 1994

                                                     Registration No. 
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                --------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                --------------

SANTA ANITA REALTY ENTERPRISES, INC.          SANTA ANITA OPERATING COMPANY
- ------------------------------------    ----------------------------------------
             (Exact name of registrant as specified in its charter)

               Delaware                                 Delaware
- ------------------------------------    ----------------------------------------
        (State or other jurisdiction of incorporation or organization)

              95-3520818                                95-3419438
- ------------------------------------    ----------------------------------------
                       I.R.S. Employer Identification No.

363 San Miguel Drive, Suite 100                       P.O. Box 60014
Newport Beach, California  92660              Arcadia, California 91066-6014
- ------------------------------------    ----------------------------------------
          (Address of Principal Executive Offices, including Zip Code)

                         SANTA ANITA OPERATING COMPANY
                           1984 STOCK OPTION PROGRAM
                         -----------------------------
                            (Full title of the plan)

DONALD G. HERRMAN                       ALEXANDER W. INGLE
363 San Miguel Drive, Suite 100         P.O. Box 60014
Newport Beach, California  92660        Arcadia, California 91066-6014
(714) 721-2700                          (818) 574-6371
- -------------------------------------   ----------------------------------------
            (Name, address and telephone number of agent of service)

                                --------------

                                    Copy to:

                             Michael Newman, Esq.
                               O'Melveny & Myers
                             400 South Hope Street
                      Los Angeles, California  90071-2899

                                --------------

                        CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------
Title of each Class
of Securities to be    Amount to be       Proposed Maximum    Proposed Maximum     Amount of
Registered              Registered        Offering Price Per  Aggregate Offering   Registration Fee
                                          Share(1)            Price(1)                     
- ---------------------------------------------------------------------------------------------------
Paired Common Stock *  222,820 shares     $16.9375            $3,774,013.75        $1,301.38
- ---------------------------------------------------------------------------------------------------
(1)  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 Common Stock reported on the
     New York Stock Exchange and published in the Western Edition of the Wall
     Street Journal on December 31, 1993.

* Santa Anita Realty Enterprises, Inc. Common Stock (par value $0.10) paired
  with Santa Anita Operating Company Common Stock (par value $0.10).

    The Exhibit Index included in this Registration Statement is at page 8.

================================================================================
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 Rule 428(b)(1) of the Securities Act of 1933 (the "Securities
Act").  Such documents need not be filed with the Securities and Exchange
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424.  These documents, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

                                       2
PART II

Item 3. Incorporation of Certain Documents by Reference

       The following documents of Santa Anita Realty Enterprises, Inc. and Santa
Anita Operating Company (the "Companies") filed with the Securities and Exchange
Commission are incorporated herein by reference:

       (a)  Joint Registration Statement No. 2-95228 on Form S-8 as filed on
   January 10, 1985 relating to the Santa Anita Realty Enterprise, Inc. 1984
   Stock Option Program and Santa Anita Operating Company 1984 Stock Option
   Program, together with the Post-Effective Amendments No. 1, No. 2 and No. 3
   and all future Post-Effective Amendments to said Joint Registration
   Statement.

Item 8. Exhibits

        See the attached Exhibit Index.

                                       3
SIGNATURES

       Pursuant to the requirements of the Securities Act, the Registrant
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Arcadia, State of California, on this 30th day of
December, 1993.

                                       SANTA ANITA REALTY ENTERPRISES, INC.

  
                                       By: /s/ GLENN L. CARPENTER
                                          --------------------------------------
                                          Glenn L. Carpenter
                                          President and Chief Executive Officer

       Each person whose signature appears below constitutes and appoints
Stephen F. Keller, Glennon E. King and Alexander W. Ingle and each of them, his
or her true and lawful attorneys-in-fact and agents, with full powers of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this 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 might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

       Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the 30th day of December, 1993.
 
Signature                               Title
 
/s/ STEPHEN F. KELLER                   Chairman of the Board and Director
- ---------------------------------
Stephen F. Keller
 
                                       
/s/ GLENN L. CARPENTER                  President and Chief Executive Officer
- ---------------------------------       (Principal                           
Glenn L. Carpenter                      Executive Officer) and Director      

                                       
/s/ DONALD G. HERRMAN                   Vice President-Finance (Principal     
- ---------------------------------       Financial and Accounting Officer) and 
Donald G. Herrman                       Secretary                             
                                                                               
 
/s/ WILLIAM C. BAKER                    Director
- ---------------------------------
William C. Baker
 
                                       
/s/ RICHARD S. COHEN                    Director
- ---------------------------------
Richard S. Cohen
 
 
/s/ ARTHUR LEE CROWE                    Director
- ---------------------------------
Arthur Lee Crowe
 
/s/ CLIFFORD C. GOODRICH                Director
- ---------------------------------
Clifford C. Goodrich

                                       4
/s/ ROBERT H. GRANT                     Director
- ---------------------------------
Robert H. Grant
 
 
/s/ TAYLOR B. GRANT                     Director
- ---------------------------------
Taylor B. Grant
 
 
/s/ ROYCE B. MCKINLEY                   Director
- ---------------------------------
Royce B. McKinley
 
 
/s/ ROBERT E. MORGAN                    Director
- ---------------------------------
Robert E. Morgan
 
 
/s/ THOMAS P. MULLANEY                  Director
- ---------------------------------
Thomas P. Mullaney
 
 
/s/ RICHARD L. OWEN                     Director
- ---------------------------------
Richard L. Owen
 
 
/s/ CHARLES H. STRUB II                 Director
- ---------------------------------
Charles H. Strub II
 
                                        
/s/ ROBERT H. STRUB                     Director
- ---------------------------------
Robert H. Strub

                                       5
SIGNATURES
                                        
       Pursuant to the requirements of the Securities Act, the Registrant
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Arcadia, and the State of California, on the 30th day
of December, 1993.

                                       SANTA ANITA OPERATING COMPANY

                                       By: /s/ GLENNON E. KING
                                          ------------------------------------
                                          Glennon E. King
                                          Vice President-Finance and Assistant
                                          Secretary

       Each person whose signature appears below constitutes and appoints
Stephen F. Keller and Glennon E. King and Alexander W. Ingle and each of them,
his or her true and lawful attorneys-in-fact and agents, with full powers of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this 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 might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

       Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the 30th day of December, 1993.
 
Signature                               Title
 
/s/ STEPHEN F. KELLER                   Chairman of the Board of Directors,
- ---------------------------------       President, Chief Executive Officer 
Stephen F. Keller                       (Principal Executive Officer) and  
                                        Director                           
                                       
/s/ GLENNON E. KING                     Vice President-Finance (Principal 
- ---------------------------------       Financial and Accounting Officer) and 
Glennon E. King                         Assistant Secretary                   
 
/s/ GLENN L. CARPENTER                  Director
- ---------------------------------
Glenn L. Carpenter

/s/ WILLIAM C. BAKER                    Director
- ---------------------------------
William C. Baker
 
/s/ RICHARD S. COHEN                    Director 
- ---------------------------------
Richard S. Cohen

                                       6
/s/ CLIFFORD C. GOODRICH               Director
- ---------------------------------
Clifford C. Goodrich
 
/s/ ROBERT H. GRANT                     Director
- ---------------------------------
Robert H. Grant
 
/s/ ROYCE B. MCKINLEY                   Director
- ---------------------------------
Royce B. McKinley
 
/s/ LINDA K. MENNIS                     Director
- ---------------------------------
Linda K. Mennis
 
/s/ ROBERT E. MORGAN                    Director
- ---------------------------------
Robert E. Morgan
 
/s/ THOMAS P. MULLANEY                  Director
- ---------------------------------
Thomas P. Mullaney
 
/s/ RICHARD L. OWEN                     Director
- ---------------------------------
Richard L. Owen
 
/s/ JOHN M. STRUB                       Director
- ---------------------------------
John M. Strub

                                       7
EXHIBIT INDEX
Exhibit                                                         
  Number    Description                                          
- ----------  -----------
4.1         Pairing Agreement by and between Santa Anita Realty Enterprises,
            Inc. and Santa Anita Operating Company, dated as of December 20,
            1979 (incorporated herein by reference to Exhibit 4.1 filed with
            the Companies' Registration Statement on Form S-8, File
            No. 2-95228)
                                                                
4.2         Santa Anita Operating Company 1984 Stock Option Program
            (incorporated herein by reference to  Exhibit 4.3 filed with the
            Companies' Registration  Statement on Form S-8, File No. 2-95228) 
                                                                             
4.3         Amendment 1993-1 to the Santa Anita Operating Company 1984 Stock
            Option Program                    
                                                                 
5.1         Opinion of O'Melveny & Myers                         
                                                                 
23.1        Consent of Kenneth Leventhal & Company               
                                                                 
23.2        Consent of O'Melveny & Myers (included in Exhibit 5) 
                                                                 
24.1        Power of Attorney (included in Part II of this Registration
            Statement)
8