SCHEDULE 14A
                                (RULE 14a-101)
                   INFORMATION REQUIRED IN PROXY STATEMENT
                           SCHEDULE 14A INFORMATION
   PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT
                          OF 1934 (AMENDMENT NO.   )


Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

                     CALIFORNIA JOCKEY CLUB
 .................................................................
       (Name of Registrant as Specified In Its Charter

           CALIFORNIA JOCKEY CLUB SHAREHOLDERS COMMITTEE
 .................................................................
         (Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):
[ ] $125  per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
[X] $500  per each party to the controversy pursuant to Exchange Act Rule
    14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

    1) Title of each class of securities to which transaction applies:

       .............................................................

    2) Aggregate number of securities to which transaction applies:

       .............................................................

    3) Per unit price or other underlying value of transaction computed
       pursuant to Exchange Act Rule 0-11:(1)

    4) Proposed maximum aggregate value of transaction:

       .............................................................

    5) Total fee paid:
       [X] Fee paid previously with preliminary materials.
       [ ] Check box ;if any part of the fee is offset as provided by Exchange
           Act Rule 0-11(a)(2) and identify the filing for which the offsetting
           fee was paid previously. Identify the previous filing by
           registration statement number, or the form or schedule and the date
           of its filing.
(1)    Amount previously paid:

       .............................................................

(2)    Form, schedule or registration statement no.:

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(3)    Filing party:

       .............................................................


(4)    Date filed:

       .............................................................

- -----------
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.



                CALIFORNIA JOCKEY CLUB SHAREHOLDERS COMMITTEE



                                                       August  26,  1996

Dear  Fellow  Shareholder:

The  holdover  Board of California Jockey Club ("CJC") has been writing to you
in  the  past  two weeks to disparage the pledge of the California Jockey Club
Shareholders  Committee (the "Committee") to reevaluate CJC's current contract
proposals and to tout the soundness of management's supposed business "plan." 
We  write  to  set  the  record  straight  on  both  counts.

There  is  still  time  to  vote  for  the  Committee  by following the simple
instructions  below.

Our  platform  is  clear and always has been: Return control of our company to
the  shareholders  and  elect  a  Board  of  Directors  committed  to the best
long-term  interests  of  the  shareholders.    Specifically,

     1.      PRESERVE AND ENHANCE PROFITABILITY OF LIVE RACING AT BAY MEADOWS.

Live racing has been our long-term source of profits.  In each of the past two
years  racing  activities produced net income on a combined basis in excess of
$4  million.

Current  management  has  acknowledged  its  commitment  to  live  racing only
recently and only when compelled to do so for obvious political reasons.  More
tellingly,  the  holdover  Board  never  denied  that Property Resources, Inc.
("PRI"),  buyer  of  the  barn  and  stable  area, formally warned Bay Meadows
Operating  Company  ("BMOC")  against  even  attempting to make changes to the
racecourse to accommodate live racing after the sale.  Likewise, the Board has
refused  the  Committee's  request that it state publicly that it will take no
unilateral action limiting the shareholders' ability to avoid this harmful PRI
transaction.

The  primary  impediment to continuation of live racing is entirely of current
management's  own  making -- the sale of the barn and stable area.  We believe
it  is  possible  to  continue  operating  with  the  existing barns through a
methodical  program  of  renovation  and eventual replacement.  This step will
give the new CJC Board the time to implement the second part of our program--a
well  thought out and executed strategic plan designed to continue live racing
while  maximizing  the  value of the company's real estate and its status as a
real  estate  investment  trust.    If the PRI sale is concluded, however, the
barns  will  have  to  be  replaced,  either  on  or  off-site.  On-site
replacement of approximately 900 stalls will 


cost $12-15 million, and off-site
stabling  is  impractical  at  Bay  Meadows,  in  the  opinion  of many racing
professionals.    Management's  statistics  on  the number of horses currently
stabled  off-site  at  Bay Meadows are exaggerated and their examples of other
tracks  are  unapplicable.    Thus,  the  holdover  Board's  own  actions have
precipitated  a  crisis  that  could  imperil  the  1997  Racing  Season.

     2.      A COMPREHENSIVE STRATEGIC PLAN DESIGNED TO MAXIMIZE THE VALUE OF
             OUR  REAL  ESTATE  FOR  THE  SHAREHOLDERS.

It  is  clear  that  California  Jockey's 178 acres (we believe the last large
developable  plot  in  San  Mateo  County)  are  an  extremely valuable asset,
particularly  when combined with its status as a paired real estate investment
trust.    Maximization  of value must be accomplished through a comprehensive,
well  thought  out  and  executed strategic plan for the entire property.  Our
nominees  believe  that  such  a strategic plan would involve marketing all of
CJC's  San  Mateo County real estate as a Planned Unit Development and finding
the  right  site  for  a  new  racecourse  that would qualify for tax deferral
treatment  as  exchange  property.

The  current CJC Board's piece meal sales strategy, dividing CJC's real estate
into  three  separate  tracts  for  purposes of sale, prevents maximization of
value  from  the entire site.  The retained land--the race course and abutting
parking  areas--is the "rear" of CJC's property and its least valuable tract. 
The  most  valuable  land--the  "front  door"--consists of the forty (40) acre
training  track area fronting onto Highway 101 to be sold to the Iacocca Group
for  the  nominal  price of $30,750,000.  The next most valuable parcel is the
thirty-three (33) acre stable and barn area located between the training track
and  the racecourse, which the current CJC Board contracted to sell to PRI for
the  nominal  price of $21,000,000.  This is the tract that was the subject of
the  MAI  appraisal  completed  for  a  Committee member in October 1995.  The
appraisal  projected  the  raw  land's  then-current  value  as  approximately
$600,000  per  acre,  with estimated appreciation of up to 25% in two to three
years,  which  would  be nearly $100,000 per acre more than the price that the
incumbent  CJC  Board  negotiated.

The  current  CJC  Board continues to hang its reelection hat on the figure of
$52 million, which is the sum of the nominal sales prices for the two proposed
land  sales  with  PRI  and  the  Iacocca  Group  (collectively  the "Proposed
Transactions").   As stated in our Proxy Statement, the Committee believes the
net  cash  payable to CJC on account of the Proposed Transactions is, at best,
$49.4  million  and  more  likely  less  than  that.   Moreover, the CJC Board
embarked  upon its sales strategy apparently without identifying any potential
exchange  property  in which to make a tax deferred investment of the proceeds
of  any  of  the  sales.

We  think  the holdover CJC Board undervalues the land, the racing 


franchise
and  the special "Paired REIT" corporate structure.  Even if you disagree with
our  position that the sale price for the land is too low, Mr. Qvale is quoted
as saying the barn area is worth $700,000/Acre, and if he has his way when the
gavel  falls,  parcels will be sold at that price.  By this factor, the entire
178  acres--without any consideration of the racing franchise--should bring in
$124,600,000.

If Mr. Qvale has his way, another gavel might fall soon that would give Hudson
Bay  Partners 72% of a transformed CJC/BMOC for $300,000,000.  That translates
into  a  value  for  our  remaining  28% interest of only $116,666,667 without
factoring  in  a  substantial  discount  for  our  minority  position.

In  other  words,  the  "premium"  for the Hudson Bay merger is actually a net
LOSS  compared  to  selling  off  all  the  land.    This assumes the racing
franchise  is  worth nothing, and the land is worth less than its price on the
"auction  block"!

Think  about  these factors as you make your decision about who should run CJC
in  1996  and  beyond:

     *    DO  YOU WANT A BOARD COMMITTED TO PRESERVING AND ENHANCING THE VALUE
          OF  OUR  RACING  FRANCHISE?

     *    DO YOU WANT A BOARD THAT WILL SELL CONTROL OF OUR VALUABLE PENINSULA
          LAND  ONLY  AT  AN  OPPORTUNE  TIME,  TO  MAXIMIZE  THE VALUE OF 
          ALL OUR LAND?

                                      OR

     *    DO  YOU  WANT TO REELECT DIRECTORS WHO HAVE ENGAGED IN UNCOORDINATED
          PIECE  MEAL  SALES  AT  WHAT  WE  BELIEVE  ARE  BELOW  MARKET  PRICES?

     *    DO  YOU WANT TO TRANSFER CONTROL OF ALL OUR PROPERTY IN EXCHANGE FOR
          A  MINORITY  INTEREST  IN  A  BLIND  POOL  OF  REAL  ESTATE  
          INVESTMENTS?

THE  CHOICE  IS  CLEAR  --  VOTE  TO  RETURN  CONTROL  OVER  CAL JOCKEY TO THE
SHAREHOLDERS.  SINCE  TIME IS SHORT AND YOUR VOTE EXTREMELY IMPORTANT, WE HAVE
ESTABLISHED  A  METHOD  TO  ENABLE  YOU TO VOTE BY TOLL-FREE TELEPHONE. PLEASE
FOLLOW  THE  SIMPLE  INSTRUCTIONS  BELOW.

If  you  need  any assistance in the last-minute voting of your shares, please
call  Georgeson  &  Company  Inc.,  toll-free,  at  1-800-223-2064.

                                   Very  truly  yours,



                CALIFORNIA JOCKEY CLUB SHAREHOLDERS COMMITTEE

TOLL-FREE PROXYGRAM OPERATORS WHO ARE INDEPENDENT OF THE COMPANY ARE AVAILABLE
                             TO ASSIST YOU NOW!!!

                                 INSTRUCTIONS

1.          Call Toll-Free 1-800-521-8454 between 8:00 a.m. and 12:00 midnight
eastern  time.

2.       Tell the operator that you wish to send a collect Proxygram to ID No.
4532,  California  Jockey  Club  Shareholders  Committee.

3.          State  your  name,  address  and  telephone  number.

4.     State the bank or broker at which your shares are held and your control
number  as  shown  below:

               Name:                     
               Broker:                   
               Control  number:          
               Number  of  shares:       

If you need assistance in voting, call our solicitor, Georgeson & Company Inc.
at  1-800-223-2064.

CALIFORNIA  JOCKEY  CLUB  1996  ANNUAL  STOCKHOLDERS  MEETING

THIS  PROXY  SOLICITED  BY  CALIFORNIA  JOCKEY  CLUB  SHAREHOLDERS  COMMITTEE

     The  undersigned  stockholder  of  California  Jockey Club ("CJC") hereby
appoints each of DAVID GJERDRUM, JOHN C. HARRIS and RONALD J. VOLKMAN, each of
them  with full power of substitution, for and in the name of the undersigned,
to  represent  and to vote, as designated below, all shares of common stock of
CJC that the undersigned is entitled to vote if personally present at the 1996
Annual  Stockholders  Meeting  of  CJC, and at any adjournment or postponement
thereof.   The undersigned hereby revokes any previous proxies with respect to
the  matters  covered  by  this  Proxy.

CALIFORNIA  JOCKEY CLUB SHAREHOLDERS COMMITTEE RECOMMENDS A VOTE FOR PROPOSALS
1  AND  2.

1.          ELECTION  OF THE COMMITTEE NOMINEES TO THE CJC BOARD OF DIRECTORS:
     Election  of  David  Gjerdrum, John C. Harris, Barton D. Heller, Jerrylee
Vanderhurst,  and  Ronald  J.  Volkman.

     (  )  FOR  all  nominees  except       ( )     WITHHOLD AUTHORITY for all
         as  marked  below                                        nominees


(INSTRUCTION:  To  withhold  authority  to vote for one or more nominees, give
that  nominee(s)  name  to  the  operator.)

2.          TO  ESTABLISH  A  MANDATORY  RETIREMENT  AGE  FOR  DIRECTORS.
     Establishing  the  age  of  72  as  the  mandatory retirement age for CJC
directors.

     (  )  FOR                              (  )  AGAINST          ( ) ABSTAIN

3.          TO  RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT
AUDITORS
     Ratifying  the  appointment  of  the  firm  of  Deloitte  & Touche LLP as
independent  public  accountants  for  1996.

     (  )  FOR                              (  )  AGAINST          ( ) ABSTAIN

4.     IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS  AS  MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

     This  Proxy,  when  properly executed, will be voted in the manner marked
herein by the undersigned shareholder.  IF NO MARKING IS MADE, THIS PROXY WILL
BE  DEEMED  TO  BE  A  DIRECTION  TO  VOTE  FOR  PROPOSALS  1,  2  and  3.