SCHEDULE 13D  
  
            Under the Securities Exchange Act of 1934  
                        (Amendment No. 2)  
                                  
                      California Jockey Club                          
                        (Name of Issuer)  
                                  
                            Common Stock                           
                   (Title of class of securities)  
                                  
                            13036210                           
                         (CUSIP Number)  
                                  
                      Peter A. Nussbaum, Esq.  
                     Schulte Roth & Zabel LLP  
                         900 Third Avenue  
                    New York, New York  10022  
                         (212) 756-2000  
  
   (Name, address and telephone number of person authorized to  
               receive notices and communications)  
                                  
                        November 15, 1996  
     (Date of event which requires filing of this statement)  
                                  
If the filing person has previously filed a statement on Schedule  
13G to report the acquisition which is the subject of this  
Schedule 13D, and is filing this schedule because of Rule 13d-  
1(b)(3) or (4), check the following box [ ].  
  
Check the following box if a fee is being paid with the statement  
[ ].  (A fee is not required only if the reporting person: (1)  
has a previous statement on file reporting beneficial ownership  
of more than five percent of the class of securities described in  
Item 1; and (2) has filed no amendment subsequent thereto  
reporting beneficial ownership of five percent or less of such  
class.)  (See Rule 13d-7.)  
  
Note:  Six copies of this statement, including all exhibits,  
should be filed with the Commission.  See Rule 13d-1(a) for other  
parties to whom copies are to be sent.  
  
* The remainder of this cover page shall be filled out for a  
reporting person's initial filing on this form with respect to  
the subject class of securities, and for any subsequent amendment  
containing information which would alter disclosures provided in  
a prior cover page.  
  
The information required on the remainder of this cover page  
shall not be deemed to be "filed" for the purpose of Section 18  
of the Securities Exchange Act of 1934 ("Act") or otherwise  
subject to the liabilities of that section of the Act but shall  
be subject to all other provisions of the Act (however, see the  
Notes).  



                                                               Page 3 of 4 
 
     This Amendment No. 2 amends and supplements the Statement on Schedule 13D  
(as heretofore amended, the "Schedule 13D") relating to the Common Stock (the  
"Shares") of California Jockey Club, a Delaware corporation (the "Company"), 
previously filed by Gotham Partners, L.P., a New York limited partnership 
("Gotham"), and Gotham Partners II, L.P., a New York limited partnership
("Gotham II").  Capitalized terms used and not defined in this Amendment have
the meanings set forth in the  Schedule 13D.   
     Except as specifically provided herein, this Amendment does not modify  
any of the  information previously reported on Schedule 13D.  


                             *   *   *    
   
Item 5 is hereby amended to add the following information:  
  
Item 5. Interest in Securities of the Issuer  
  
      (a) Gotham owns 155,000 Shares as of the close of business on November  
18, 1996,  representing an aggregate of approximately 2.69% of the outstanding  
Shares.  The percentage in this paragraph is calculated based upon  
5,763,257 Shares outstanding as of November 8, 1996, as reported in the
Company's Form 10-Q for the quarter ended September 30, 1996.  
  
      (c) The table below sets forth information with respect to all purchases  
and sales of Shares by  Gotham since the filing of the Schedule 13D amendment 
dated November 11, 1996 (the prices represent the price for a unit of one Share 
and one share of the common stock of Bay Meadows Operating Company, which
trades together with each Share).  All Shares sold by Gotham were effected in 
open-market transactions on the NASDAQ.  Gotham II had no transactions in the 
Shares during such period.


Transaction        Number of        Price per           Aggregate Sales 
Date               Shares             Share               Price  
                   (Sold)
- ---------------- ---------------  --------------       --------------  

11/12/96            (14,000)           $34.18886        $   478,644  
11/13/96            (10,000)           $34.93887        $   339,389  
11/14/96            (25,000)           $34.03886        $   850,972  
11/15/96            (79,809)           $34.43185        $ 2,747,972
11/15/96            (60,000)           $34.41805        $ 2,065,083
11/18/96            (15,300)           $34.935          $   534,506