SCHEDULE 13D  
  
            Under the Securities Exchange Act of 1934  
                        (Amendment No. 2)  
                                  
                    Bay Meadows Operating Company                          
                        (Name of Issuer)  
                                  
                           Common Stock                           
                   (Title of class of securities)  
                                  
                           072443 20 3                           
                         (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).