SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                          ----------------------

                                FORM 10-KSB/A

                               (Amendment No. 1)

[x] Annual Report pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934

For the fiscal year ended June 30, 2001

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934

Commission file number 0-6877


                       SANTA FE FINANCIAL CORPORATION
                       ------------------------------
                (Name of Small Business Issuer in Its Charter)

            Nevada                                      95-2452529
   ------------------------------                    ------------------
  (State or Other Jurisdiction of                    (IRS Employer
   Incorporation or Organization)                    Identification No.)


  820 Moraga Drive, Los Angeles, California               90049
  -----------------------------------------             ----------
  (Address of Principal Executive Offices)              (Zip Code)

                               (310) 889-2500
              ----------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Exchange Act: None

Securities registered pursuant to Section 12(g) of the Exchange Act:

                          $.10 Par Value Common Stock
                          ---------------------------
                                (Title of Class)

    Check whether the issuer: (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes [X]  No

    Check if there is no disclosure of delinquent filers pursuant to Item 405
of Regulation S-B contained in this form, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendments to
this Form 10-KSB.  [X]

    The issuer's revenues for the year ended June 30, 2001 were $8,349,365.

                                                               Page 1 of 17
<PAGE>


The aggregate market value of the common equity held by non-affiliates of
issuer computed by reference to the price at which the stock sold on September
21, 2001 was $7,272,902.

The number of shares outstanding of issuer's $.10 Par Value Common Stock, as
of September 21, 2001, was 1,178,710.

Transitional Small Business Disclosure Format:  Yes [ ]    No [X]


DOCUMENTS INCORPORATED BY REFERENCE: None




                            Explanatory Note

   The Registrant hereby amends its previously filed Annual Report on Form 10-
KSB for the fiscal year ended June 30, 2001 for the purpose of correcting
omissions of certain supplemental financial statements of the Justice
Investors limited partnership reported under Item 13(c).  In its previous
filing, Registrant inadvertently did not include the signature line of the
independent auditor's report for the year ended December 31, 2000, although it
had a manually signed original of that report at the time it filed its Form
10-KSB.  Registrant is also including the report of Collier & Markowitz, the
prior independent auditors of Justice Investors, for the year ended December
31, 1999.  A copy of that report and the audited financial statements of
Justice Investors for the years ended December 31, 1999 and 1998, were
previously filed with the Commission under Item 13(c) of Registrant's Annual
Report on Form 10-KSB for the year ended December 31, 1999 and its Form 10-KSB
for the transition period from January 1, 2000 to June 30, 2000.  There have
been no other changes in any of those reports or financial statements.


                                                                  Page 2 of 17
<PAGE>





                           BURR, PILGER & MAYER LLP
                          ACCOUNTANTS AND CONSULTANTS

                       600 CALIFORNIA STREET, SUITE 1300
                           SAN FRANCISCO, CA 94108
                             TEL (415) 421-5757
                             FAX (415) 288-6288



                        Independent Auditors' Report
                        ----------------------------

To the Partners
Justice Investors
San Francisco, California

We have audited the accompanying balance sheet of Justice Investors (a limited
partnership) as of December 31, 2000, and the related statements of income and
partners' capital and cash flows for the year then ended.  These financial
statements are the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial statements based on
our audit.  The financial statements of Justice Investors as of December 31,
1999 were audited by other auditors, whose report dated January 28, 2000
expressed an unqualified opinion on those statements.

We conducted our audit in accordance with auditing standards generally
accepted in the United States of America.  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Justice Investors (a limited
partnership) as of December 31, 2000, and the results of its operations and
its cash flows for the year then ended, in conformity with accounting
principles generally accepted in the United States of America.



/s/ BURR, PILGER & MAYER LLP


San Francisco, California
January 19, 2001

                                                                  Page 3 of 17
<PAGE>

                           JUSTICE INVESTORS
                        (A LIMITED PARTNERSHIP)

                             BALANCE SHEETS

                       December 31, 2000 and 1999
                       --------------------------

                                                       2000           1999
                                                       ----           ----
                                   ASSETS
                                   ------
Current assets
  Cash                                             $        -     $   15,453
  Rents receivable                                  2,804,594      2,198,898
  Prepaid expenses                                      5,106          5,221
                                                    ---------      ---------
       Total current assets                         2,809,700      2,219,572
                                                    ---------      ---------
Fixed assets
  Office equipment (net of accumulated
  depreciation of $5,553 in 2000 and
    $4,757 in 1999)                                         -            796
  Building and improvements (net of accumulated
    depreciation of $11,740,344 in 2000 and
    $11,369,228 in 1999)                            3,705,658      4,076,774
  Land                                              1,124,128      1,124,128
                                                    ---------      ---------
      Total fixed assets                            4,829,786      5,201,698
                                                    ---------      ---------
Other assets
 Loan fees (net of accumulated amortization
   of $170,006 in 2000 and $140,440 in 1999)          118,251        147,817
 Deferred lease costs (net of accumulated
   amortization of $9,231 in 2000 and
   $7,016 in 1999)                                     12,924         15,140
                                                    ---------      ---------
      Total other assets                              131,175        162,957
                                                    ---------      ---------
      Total assets                                 $7,770,661     $7,584,227
                                                    =========      =========

                    LIABILITIES AND PARTNERS' CAPITAL
                    ---------------------------------

Current liabilities
  Trade accounts payable and accrued expenses      $  104,393     $   45,520
  Rents received in advance                                 -        206,250
  Accrued interest                                     13,391          9,292
                                                    ---------      ---------
      Total current liabilities                       117,784        261,062
Long-term liabilities
  Notes payable                                     2,400,000      1,591,547
                                                    ---------      ---------
      Total liabilities                             2,517,784      1,852,609
                                                    ---------      ---------
Commitment - Lease commission
Partners' capital                                   5,252,877      5,731,618
                                                    ---------      ---------
       Total liabilities and partners' capital     $7,770,661     $7,584,227
                                                    =========      =========

The accompanying notes are an integral part of these financial statements.

                                                                  Page 4 of 17
<PAGE>



                           JUSTICE INVESTORS
                         (A LIMITED PARTNERSHIP)

                STATEMENTS OF INCOME AND PARTNERS' CAPITAL

                  Years Ended December 31, 2000 and 1999
                  --------------------------------------

                                                       2000           1999
                                                       ----           ----
Revenues
  Rental income
    Hotel                                           $7,684,770    $6,368,921
    Garage                                           1,478,668     1,379,523
    Other                                                2,400         2,400
                                                     ---------     ---------
      Total rental income                            9,165,838     7,750,844
    Interest income                                     27,883         4,893
    Miscellaneous income                                     -        35,665
                                                     ---------     ---------
      Total revenues                                 9,193,721     7,791,402
                                                     ---------     ---------

Expenses
  Interest                                              26,391        52,187
  Depreciation and amortization                        403,693       405,184
  Lease commission                                      76,848        63,690
  Property taxes                                        41,899        41,627
  General and administrative
    Administrative expenses                            150,000       150,000
    Accounting fees                                      4,886         8,348
    Audit and tax preparation                           45,888        43,435
    Business taxes                                      27,029        23,223
    Bank charges                                         9,379         8,634
    Consultants                                          9,940         1,050
    Franchise taxes                                        800           800
    Insurance expense                                   40,880        40,374
    Legal fees                                          12,440         4,758
    Office expense and miscellaneous                     2,387           729
                                                     ---------     ---------
      Total expenses                                   852,460       844,039
                                                     ---------     ---------

Net income                                           8,341,261     6,947,363
Partners' capital at beginning of
  year                                               5,731,618     4,804,265
Less distributions to partners                      (8,820,002)   (6,020,010)
                                                     ---------     ---------
Partners' capital at end of year                    $5,252,877    $5,731,618
                                                     =========     =========

The accompanying notes are in integral part of these financial statements.

                                                                 Page 5 of 17
<PAGE>

                                JUSTICE INVESTORS
                              (A LIMITED PARTNERSHIP)
                              -----------------------

                             Statements of Cash Flows
                  for the years ended December 31, 2000 and 1999




                                                       2000           1999
                                                       ----           ----
Cash flows from operating activities:
  Net income                                        $8,341,261    $6,947,363
  Adjustments to reconcile net income to
   net cash provided by operating
    activities-depreciation and amortization           403,693       405,184
  Changes in operating assets and liabilities:
   Increase in rents receivable                       (605,696)     (510,645)
   Decrease (increase) in prepaid expenses                 115          (335)
   Decrease in trade accounts payable and
    accrued expenses                                    58,874        (5,019)
   (Decrease) increase in rents received in advance   (206,250)      206,050
   Increase in interest payable                          4,099         2,739
                                                     ---------     ---------
     Net cash provided by operating activities       7,996,096     7,045,337
                                                     ---------     ---------

Net cash flows from financing activities:
  Distributions to partners                         (8,820,002)   (6,020,010)
  Net proceeds (payments) on long-term debt            808,453    (1,013,139)
                                                     ---------     ---------

       Net cash used in financing activities        (8,011,549)   (7,033,149)
                                                     ---------     ---------

       Net (decrease) increase in cash
        and cash equivalents                           (15,453)       12,188

Cash and cash equivalents at beginning of year          15,453         3,265
                                                     ---------     ---------

Cash and cash equivalents at end of year            $        -    $   15,453
                                                     =========     =========
Supplemental disclosures of cash flows
 information-cash paid during the year
  for interest                                      $   22,292    $   49,448
                                                     =========     =========

The accompanying notes are in integral part of these financial statements.


                                                                 Page 6 of 17
<PAGE>


                             JUSTICE INVESTORS
                             (A LIMITED PARTNERSHIP)
                              ---------------------

                          Notes to Financial Statements

Significant Accounting Policies
-------------------------------

Organization
------------
Justice Investors, a Limited Partnership (the Partnership), was formed in 1967
to acquire real property in San Francisco, California, for the development and
lease of hotel and related facilities.  The leases became effective during
1970 upon completion of the hotel and parking garage.  The lease of the hotel
provides for the Partnership to receive certain percentages of hotel revenue,
as defined, to December 31, 2004, with a five-year renewal option.  The
parking garage lease provides for payments of certain percentages of parking
receipts to November 30, 2010.

Rents Receivable
----------------
Management believes that all rents receivable are fully collectible.
Therefore, no allowance for doubtful accounts was recorded as of December 31,
2000.

Property and Equipment
----------------------
Property and equipment are stated at cost.  Depreciation on the hotel
facilities is computed using the straight line method over a useful life of 40
years.  Building improvements are being depreciated on a straight line basis
over their useful lives ranging from 5 to 39 years.  Office equipment is being
depreciated using the 150% declining balance method with a useful life of 5
years.

Loan Fees and Deferred Lease Costs
----------------------------------
Loan fees are stated at cost and amortized using the straight line method over
10 years.  Deferred lease costs are stated at cost and amortized using the
straight line method over 15 years.

Trade Accounts Payable
----------------------
The Partnership's banking system provides for the daily replenishment of bank
accounts from the line of credit as checks are presented.  Accordingly,
included in trade accounts payable at December 31, 2000 is $59,254,
representing the excess of outstanding checks over cash on deposit at the bank
upon which the checks were drawn.

Income Tax
----------
No income taxes have been provided in the accompanying financial statements
since the Partnership profits and losses are reportable by the partners on
their individual income tax returns.

Statement of Cash Flows
-----------------------
For purposes of the statement of cash flows, cash equivalents include time
deposits, certificates of deposit, and all highly liquid debt instruments with
original maturities of three months or less.


                                                                  Page 7 of 17
<PAGE>


                               JUSTICE INVESTORS
                             (A LIMITED PARTNERSHIP)
                              ---------------------

                         Notes to Financial Statements

Significant Accounting Policies (continued)
-------------------------------------------

Use of Estimates
----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires the use of estimates and assumptions regarding
certain types of assets, liabilities, revenues, and expenses.  Such estimates
primarily relate to unsettled transactions and events as of the date of the
financial statements.  Accordingly, upon settlement, actual results may differ
from estimated amounts.

LONG-TERM DEBT
--------------
The Partnership has a revolving reducing line of credit agreement with a bank
that is collateralized by the first deed of trust on the hotel land and
property and the Partnership's interest in the hotel and garage leases.
Balances accrue interest at either prime rate per annum or at LIBOR plus 2%
per annum to a capped rate of 9.5% on balances up to $4,000,000.  The
outstanding balances under the agreement at December 31, 2000 and 1999 were
$2,400,000 and $1,592,547, respectively.  The balances were accruing interest
at LIBOR plus 2% or 8.625% at December 31, 2000.  The line of credit matures
on December 31, 2004.

Under the terms of the agreement, the line of credit is subject to a declining
maximum credit limit as follows:

    2000                                       $ 6,182,662
    2001                                         5,281,736
    2002                                         5,419,302
    2003                                         4,970,590
    2004                                         4,470,275


Minimum Future Rentals
----------------------
Minimum future rentals to be received under non-cancelable leases as of
December 31, 2000 for each of the next five years and in the aggregate are:

                                  Hotel          Garage       Total
                                  -----          ------       -----

    2001                      $  2,500,000   $   261,000   $  2,761,000
    2002                         2,500,000       261,000      2,761,000
    2003                         2,500,000       261,000      2,761,000
    2004                         2,500,000       261,000      2,761,000
    2005                                 -       261,000        261,000
    Subsequent to 2005                   -     1,283,250      1,283,250
                                ----------     ---------     ----------
                              $ 10,000,000   $ 2,588,250   $ 12,588,250
                                ==========     =========     ==========

                                                                 Page 8 of 17
<PAGE>


                             JUSTICE INVESTORS
                             (A LIMITED PARTNERSHIP)
                              ---------------------

                         Notes to Financial Statements

LONG-TERM DEBT (continued)
--------------------------

Commitment - Lease Commission
-----------------------------
The Partnership is obligated to pay a lease commission of 1% of rentals
received to December 31, 2004 plus Holiday Inn lease extension, if any, to
December 31, 2010.

Related Party Transactions
--------------------------
Expenses were incurred for services rendered by related parties as follows:

                                                       2000           1999
                                                       ----           ----

  General partners                                  $  150,000   $   150,000
  Legal services                                        12,440         4,758
                                                     ---------    ----------
                                                    $  162,440   $   154,758
                                                     =========    ==========

The garage lessee, the managing general partner, paid the Partnership
$1,478,668 and $1,379,523 during 2000 and 1999, respectively, under the terms
of the rental agreement.  Rents receivable from the garage lessee at December
31, 2000 and 1999 were $117,510 and $108,478, respectively.  Accounts payable
to general partners at December 31, 2000 and 1999 were $30,000.


Concentration of Credit Risk
----------------------------

Revenue and Receivables
-----------------------
The Partnership earns rental revenues under two leases.  Rents receivable at
December 31, 2000 and 1999 consist of the amounts due under the leases as
follows:

                                                       2000           1999
                                                       ----           ----

  Hotel receivable                                $  2,687,084  $  2,090,420
  Garage receivable                                    117,510       108,478
                                                   -----------   -----------
                                                  $  2,804,594  $  2,198,898
                                                   ===========   ===========

                                                                 Page 9 of 17
<PAGE>

                          COLLIER & MARKOWITZ
                      CERTIFIED PUBLIC ACCOUNTANTS
                  (SUCCESSORS TO AARON, BLUM & COLLIER)

                   235 MONTGOMERY STREET, SUITE 1049
                    SAN FRANCISCO, CALIFORNIA 94104
                           TEL (415) 982-7852
                           FAX (415) 982-1429

                            January 28, 2000

To the Partners
Justice Investors
(A Limited Partnership)
San Francisco, California

                   Independent Auditor's Report
                   ----------------------------

We have audited the accompanying balance sheets of Justice Investors (A
Limited Partnership) as of December 31, 1999, and 1998, and the related
statements of income and partners' capital and cash flows for the years then
ended.  These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Justice Investors (A Limited
Partnership) as of December 31, 1999 and 1998, and the results of its
operations and its cash flows for the years then ended, in conformity with
generally accepted accounting principles.


/s/ COLLIER AND MARKOWITZ

Certified Public Accounts

                                                                 Page 10 of 17
<PAGE>




                               JUSTICE INVESTORS
                            (A LIMITED PARTNERSHIP)

                                 BALANCE SHEETS
                           December 31, 1999 and 1998
                           --------------------------

                                                       1999           1998
                                                    ---------      ---------
                                   ASSETS
                                   ------
Current assets
  Cash                                             $   15,453     $    3,265
  Rents receivable                                  2,198,898      1,688,253
  Prepaid expenses                                      5,221          4,886
                                                    ---------      ---------
       Total current assets                         2,219,572      1,696,404
                                                    ---------      ---------
Fixed assets
  Office equipment (net of accumulated
    depreciation of $4,757 in 1999 and
    $3,846 in 1998)                                       796          1,707
  Building and improvements (net of accumulated
    depreciation of $11,369,228 in 1999 and
    $10,995,627 in 1998)                            4,076,774      4,450,375
  Land                                              1,124,128      1,124,128
                                                    ---------      ---------
      Total fixed assets                            5,201,698      5,576,210
                                                    ---------      ---------
Other assets
  Loan fees (net of accumulated amortization
    of $140,440 in 1999 and $110,875 in 1998)         147,817        177,382
  Deferred lease costs (net of accumulated
    amortization of $7,016 in 1999 and
    $5,908 in 1998)                                    15,140         16,247
                                                    ---------      ---------
      Total other assets                              162,957        193,629
                                                    ---------      ---------
      Total assets                                 $7,584,227     $7,466,243
                                                    =========      =========


                    LIABILITIES AND PARTNERS' CAPITAL
                    ---------------------------------
Current liabilities
  Trade accounts payable and accrued expenses      $   45,520     $   50,539
  Rents received in advance                           206,250            200
  Accrued interest                                      9,292          6,553
                                                    ---------      ---------
      Total current liabilities                       261,062         57,292
Long-term liabilities
  Notes payable                                     1,591,547      2,604,686
                                                    ---------      ---------
      Total liabilities                             1,852,609      2,661,978
Commitment - Lease commission                       ---------      ---------
Partners' capital                                   5,731,618      4,804,265
                                                    ---------      ---------
      Total liabilities and partners' capital      $7,584,227     $7,466,243
                                                    =========      =========

The accompanying notes are an integral part of these financial statements.

                                                                 Page 11 of 17
<PAGE>



                           JUSTICE INVESTORS
                         (A LIMITED PARTNERSHIP)

                STATEMENTS OF INCOME AND PARTNERS' CAPITAL
                  Years Ended December 31, 1999 and 1998
                  --------------------------------------

                                                        1999          1998
                                                     ---------     ---------
Revenues
  Rental income
    Hotel                                           $6,368,921    $5,677,119
    Garage                                           1,379,523     1,337,833
    Other                                                2,400         2,400
                                                     ---------     ---------
      Total rental income                            7,750,844     7,017,352
    Interest income                                      4,893             -
    Miscellaneous income                                35,665        19,392
                                                     ---------     ---------
      Total revenues                                 7,791,402     7,036,744
                                                     ---------     ---------

Expenses
  Interest                                              52,187       175,468
  Depreciation and amortization                        405,184       423,320
  Lease commission                                      63,690        56,771
  Property taxes                                        41,627        41,928
  General and administrative
    Administrative expenses                            150,000       150,000
    Accounting fees                                      8,348         9,999
    Audit and tax preparation                           43,435        25,527
    Business taxes                                      23,223        20,554
    Bank charges                                         8,634         6,935
    Consultants                                          1,050         5,005
    Franchise taxes                                        800           800
    Insurance expense                                   40,374        45,518
    Legal fees                                           4,758         6,178
    Office expense and miscellaneous                       729           713
                                                     ---------     ---------
      Total expenses                                   844,039       968,716
                                                     ---------     ---------

Net income                                           6,947,363     6,068,028
Partners' capital at beginning of
  year                                               4,804,265     3,776,240
Less distributions to partners                      (6,020,010)   (5,040,003)
                                                     ---------     ---------
Partners' capital at end of year                    $5,731,618    $4,804,265
                                                     =========     =========

The accompanying notes are in integral part of these financial statements.

                                                                Page 12 of 17
<PAGE>
                               JUSTICE INVESTORS
                            (A LIMITED PARTNERSHIP)
                            STATEMENTS OF CASH FLOW
                    Years Ended December 31, 1999 and 1998
                    --------------------------------------

               Increase (Decrease) in Cash and Cash Equivalents

                                                        1999          1998
                                                     ---------     ---------
Cash flows from operating activities
  Cash received from tenants                        $7,446,249    $5,588,801
  Interest received                                      4,893             -
  Miscellaneous income received                         35,665             -
  Interest paid                                        (49,448)     (168,915)
  Cash paid for other operating activities            (392,022)     (357,178)
                                                     ---------     ---------
     Net cash provided by operating activities       7,045,337     5,062,708
                                                     ---------     ---------
Cash flows from financing activities
  Distributions to partners                         (6,020,010)   (5,040,003)
  Proceeds from borrowing of long-term debt          3,043,509     3,992,727
  Principal payments of long-term debt              (4,056,648)   (4,012,167)
                                                     ---------     ---------
     Net cash used in financing activities          (7,033,149)   (5,059,443)
                                                     ---------     ---------
Net increase in cash and
  cash equivalents                                      12,188         3,265

Cash and cash equivalents at beginning of year           3,265             -
                                                     ---------     ---------
Cash and cash equivalents at end of year            $   15,453    $    3,265
                                                     =========     =========

Reconciliation of net income to net
  cash provided by operating activities

Net income                                          $6,947,363    $6,068,028
                                                     ---------     ---------
Adjustments to reconcile net income
  to net cash provided by (used in)
  operating activities
   Depreciation and amortization                       405,184       423,320
   Rents receivable                                   (510,645)   (1,222,502)
   Prepaid expenses                                       (335)       29,737
   Accounts payable                                     (5,019)      (36,378)
   Rents received in advance                           206,050      (206,050)
   Interest payable                                      2,739         6,553
                                                     ---------     ---------
                                                        97,974    (1,005,320)
                                                     ---------     ---------
Net cash provided by operating activities           $7,045,337    $5,062,708
                                                     =========     =========

Supplemental disclosures of cash flows information:
  Cash paid during the year for:
    Interest                                        $   49,448    $  168,915

The accompanying notes are an integral part of these financial statements.

                                                                Page 13 of 17
<PAGE>


                         JUSTICE INVESTORS
                      (A LIMITED PARTNERSHIP)

                   NOTES TO FINANCIAL STATEMENTS

                    December 31, 1999 and 1998
                    --------------------------

SIGNIFICANT ACCOUNTING POLICIES
-------------------------------

Organization
------------
Justice Investors, a Limited Partnership (the "Partnership"), was formed in
1967 to acquire real property in San Francisco, California, for the
development and lease of hotel and related facilities.  The leases became
effective during 1970 upon completion of the hotel and parking garage. The
lease of the hotel provides for the Partnership to receive certain percentages
of hotel revenue, as defined, to December 31, 2004, with a five-year renewal
option.  The parking garage lease provides for payments of certain percentages
of parking receipts to November 30, 2010.

Rents Receivable
----------------
Management believes that all rents receivable as of December 31, 1999 and
1998, were fully collectible.  Therefore, no allowance for doubtful accounts
was recorded.

Depreciation
------------
Depreciation on the hotel facilities is computed using the straight-line
method over a useful life of 40 years.  Building improvements are being
depreciated on a straight-line basis over their useful lives ranging from 5 to
39 years. Office equipment is being depreciated using the 150% declining
balance method with a useful life of 5 years.

Amortization
------------
Loan fees are amortized using the straight-line method over 10 years.
Deferred lease costs are amortized using the straight-line method over 15
years.

Income Tax
----------
No income taxes have been provided in the accompanying financial statements
since the Partnership profits and losses are reportable by the partners on
their individual income tax returns.

Statement of Cash Flows
-----------------------
For purposes of the statement of cash flows, cash equivalents include time
deposits, certificates of deposit, and all highly liquid debt instruments with
original maturities of three months or less.

                                                               Page 14 of 17
<PAGE>



                         JUSTICE INVESTORS
                      (A LIMITED PARTNERSHIP)

                   NOTES TO FINANCIAL STATEMENTS

                    December 31, 1999 and 1998
                    --------------------------

SIGNIFICANT ACCOUNTING POLICIES (continued)
-------------------------------

Use of Estimates
----------------
The process of preparing financial statements in conformity with generally
accepted accounting principles requires the use of estimates and assumptions
regarding certain types of assets, liabilities, revenues, and expenses. Such
estimates primarily relate to unsettled transactions and events as of the date
of the financial statements. Accordingly, upon settlement, actual results may
differ from estimated amounts.

LONG-TERM DEBT
--------------
At December 31, 1999 and 1998, long-term debt consisted of the following:

                                                          1999         1998
                                                       ---------    ---------
  Note payable to Wells Fargo Bank collateralized
  by first deed of trust on land, hotel property
  and the Partnership's interest in hotel and
  garage leases.  The note provides for interest
  at LIBOR plus 2% per annum to a total capped
  rate of 11.5% up to $4,000,000 due December
  31, 2004                                            $        -   $2,590,000


  Note payable to Wells Fargo Bank collateralized
  by first deed of trust on land, hotel property
  and the Partnership's interest in hotel and
  garage leases.  The note provides for interest
  at prime rate per annum due December 31, 2004        1,591,547       14,686
                                                       ---------    ---------
                                                      $1,591,547   $2,604,686
                                                       =========    =========

Under the terms of the revolving reducing line of credit with Wells Fargo
Bank, the above notes are subject to a maximum credit limit as follows:

  December 31, 1998                                 $6,796,678
  December 31, 1999                                  6,506,363
  December 31, 2000                                  6,182,662
  December 31, 2001                                  5,821,736
  December 31, 2002                                  5,419,302
  December 31, 2003                                  4,970,590
  December 31, 2004                                  4,470,275


                                                                Page 15 of 17
<PAGE>



                        JUSTICE INVESTORS
                      (A LIMITED PARTNERSHIP)

                   NOTES TO FINANCIAL STATEMENTS

                    December 31, 1999 and 1998
                    --------------------------

LONG-TERM DEBT (continued)
--------------

Maturities of long-term debt for each of the next five years are as follows:

  2000                                              $        -
  2001                                                       -
  2002                                                       -
  2003                                                       -
  2004                                               1,591,547

MINIMUM FUTURE RENTALS
----------------------
Minimum future rentals to be received on non-cancelable leases as of December
31, 1999 for each of the next five years and in the aggregate are:

    2000                                         $ 2,761,000
    2001                                           2,761,000
    2002                                           2,761,000
    2003                                           2,761,000
    2004                                           2,761,000
    Subsequent to 2004                             1,544,250
                                                  ----------
                                                 $15,349,250
                                                  ==========

COMMITMENT - LEASE COMMISSION
-----------------------------
The Partnership was obligated to pay a lease commission of 2% of the rentals
received under the primary lease of the hotel property for the initial 25-year
term of the lease which expired on October 31, 1995. In addition, the
Partnership is obligated to pay a lease commission of 1% of rentals received
to December 31, 2004 plus Holiday Inn lease extension, if any, to December 31,
2010.

RELATED PARTY TRANSACTIONS
--------------------------
Expenses were incurred for services rendered by related parties as follows:

                                                  1999          1998
                                               ---------     ---------
  General partners                            $  150,000    $  150,000
  Legal services                                   4,758         6,178
                                               ---------     ---------
                                              $  154,758    $  156,178
                                               =========     =========

                                                                Page 16 of 17
<PAGE>



                         JUSTICE INVESTORS
                      (A LIMITED PARTNERSHIP)

                   NOTES TO FINANCIAL STATEMENTS

                    December 31, 1999 and 1998
                    --------------------------

RELATED PARTY TRANSACTIONS (continued)
--------------------------
The garage lessee, the managing general partner, paid the Partnership
$1,379,523 and $1,337,833 during 1999 and 1998, respectively, under the terms
of the rental agreement.  Rents receivable from the garage lessee at December
31, 1999 and 1998 were $108,478 and $115,794, respectively. Accounts payable
to general partners at December 31, 1999 and 1998 were $30,000 and $30,000,
respectively.

LITIGATION
----------
The Partnership was a co-defendant in a lawsuit filed by a former employee of
the general contractor who constructed the hotel and garage facilities, for
alleged personal injuries resulting from exposure to asbestos-containing
materials.  The case was dismissed in 1998 without liability to the
Partnership.





                                SIGNATURES
                                ----------

   Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                              SANTA FE FINANCIAL CORPORATION
                                                        (Registrant)

Date: May 29, 2002                            by /s/ John V. Winfield
                                                 ---------------------------
                                                 John V. Winfield, President,
                                                 Chairman of the Board and
                                                 Chief Executive Officer


Date: May 29, 2002                            by /s/ Michael G. Zybala
                                                 ---------------------------
                                                 Michael G. Zybala,
                                                 Vice President and Secretary
                                                 and Treasurer


Date: May 29, 2002                            by /s/ Randy Du
                                                 --------------------------
                                                 Randy Du
                                                 Controller
                                                (Principal Accounting Officer)


                                                                Page 17 of 17