EXHIBIT 4.17
------------

                            AMENDMENT NO. 1
                                  TO
                       INDEMNIFICATION AGREEMENT
                       -------------------------


     THIS INDEMNIFICATION AGREEMENT (the "Agreement") is entered into as
of this 30th day of June, 1997, by and among Arvida/JMB Partners, L.P. II,
a Delaware limited partnership ("Indemnitee"), on the one hand, and
Catellus Residential Group, a California corporation, Standard Pacific of
Orange County, Inc., a Nevada corporation, and Starwood Opportunity Fund
IV, L.P., a Delaware limited partnership (collectively, the "Indemnitor"),
on the other hand.


                               RECITALS
                               --------

     A.    Indemnitee and Indemnitor entered into that certain
Indemnification Agreement (the "Agreement") dated May 30, 1997, with
respect to those certain letters of credit set forth on the schedule
attached hereto as EXHIBIT "A" (the "Letters of Credit"), and those certain
performance bonds set forth on the schedule attached hereto as EXHIBIT "B"
attached hereto (the "Bonds").  The Letters of Credit and the Bonds were
issued for the benefit of the County of Orange and the City of San
Clemente, respectively, to secure the performance by Indemnitee of certain
obligations and conditions relating to the proposed development of certain
real property located in Orange County, California (the "Property").

     B.    Indemnitee sold the Property to Talega Associates, L.L.C., a
Delaware limited liability company ("Talega").  In connection with the
purchase and sale of the Property, and as an accommodation to Talega,
Indemnitee agreed, pursuant to the Agreement, to keep the Letters of Credit
and the Bonds outstanding until June 30, 1997, at which time Talega was to
replace the Letters of Credit and the Bonds with new performance bonds.

     C.    Indemnitor has advised Indemnitee that it will not be able to
replace the Letters of Credit and the Bonds by June 30, 1997, and has
requested an extension of time until July 22, 1997. Indemnitee and
Indemnitor now desire to enter into this Amendment to provide for the
extension of time requested by Indemnitor.

     NOW, THEREFORE, in consideration of the foregoing, and other good and
valuable consideration the receipt and sufficiency of which are hereby
acknowledged, Indemnitor and Indemnitee hereby agree as follows:


                              AGREEMENTS
                              ----------

     1.    AMENDMENT.  Paragraph 4 of the Agreement is hereby amended in
its entirety to read as follows:














                                   1


<PAGE>


     RELEASE OF INDEMNITEE'S OBLIGATIONS.  On or before July 22, 1997, the
Indemnitor shall cause the beneficiaries under the Letters of Credit to
return the Letters of Credit to the issuer thereof marked "cancelled", and
shall either substitute the Bonds with new performance bonds acceptable to
the beneficiaries thereof or release the Indemnitee from any and all
obligations under the Bonds.  From and after the Effective Date, Indemnitor
and Indemnitee shall cooperate with each other, without compensation, and
shall execute, acknowledge and deliver, or cause to be executed,
acknowledged and delivered, any and all such further assignments,
approvals, consents and any and all other documents and do any and all
other acts as may be necessary to carry out the intent and purpose of this
SECTION 4.  In the event that the Indemnitor is not able to cause the
beneficiaries to return the Letters of Credit and to either replace the
Bonds or release the Indemnitee from all obligations under the Bonds by
June 22, 1997, then prior to 5:00 p.m. on July 22, 1997, the Indemnitor
shall deposit with the Indemnitee, or at the option of the Indemnitor,
deposit directly with the issuer of the Letters of Credit, as additional
collateral for the obligations under the Letters of Credit and Bonds,
pursuant to documentation in a form and substance acceptable to Indemnitee
or the issuers of the Letters of Credit, as applicable, a cash deposit in
an amount equal to the aggregate face amount of the Letters of Credit and
the Bonds.

     2.    MISCELLANEOUS.

           (a)   EFFECT OF AMENDMENT.  Except as specifically set forth
herein, the Agreement shall remain in full force and effect.

           (b)   COUNTERPARTS.  This Amendment may be executed in
counterparts, each of which shall be deemed an original and all of which,
together, shall constitute but one and the same agreement.






































                                   2


<PAGE>


     IN WITNESS WHEREOF, the parties hereto have delivered and executed
this Agreement as of the date first written above.

                            INDEMNITEE:

                            ARVIDA/JMB PARTNERS, L.P. II, a Delaware
                            limited partnership

                            By:  Arvida/JMB Managers II, Inc., 
                                 a Delaware corporation,
                                 its General Partner

                                 By:
                                       ------------------------------
                                       Name:
                                             ------------------------
                                       Title:
                                             ------------------------

                                 By:
                                       ------------------------------
                                       Name:
                                             ------------------------
                                       Title:
                                             ------------------------

                            INDEMNITOR:

                            CATELLUS RESIDENTIAL GROUP,
                            a California corporation

                            By:
                                 ------------------------------
                                 Name:
                                       ------------------------
                                 Title:
                                       ------------------------

                            By:
                                 ------------------------------
                                 Name:
                                       ------------------------
                                 Title:
                                       ------------------------

                            STANDARD PACIFIC OF ORANGE COUNTY,
                            INC., a Nevada corporation

                            By:
                                 ------------------------------
                                 Name:
                                       ------------------------
                                 Title:
                                       ------------------------

                            By:
                                 ------------------------------
                                 Name:
                                       ------------------------
                                 Title:
                                       ------------------------








                                   3


<PAGE>



                            STARWOOD OPPORTUNITY FUND IV, L.P.,
                            a Delaware limited partnership

                            By:
                                 ------------------------------
                                 Name:
                                       ------------------------
                                 Title:
                                       ------------------------

                            By:
                                 ------------------------------
                                 Name:
                                       ------------------------
                                 Title:
                                       ------------------------




















































                                   4


<PAGE>


                              EXHIBIT "A"

                           LETTERS OF CREDIT
                           -----------------

Obligee:              County of Orange, EMA/Regulation/Grading Section
Agreement #:          LASB214312
Instrument type:      Letter of Credit
Amount:               $21,030.00
Reason:               Grading performance

Obligee:              County of Orange, EMA/Regulation/Grading Section
Agreement #:          LASB214313
Instrument type:      Letter of Credit
Amount:               $101,520.00
Reason:               Grading performance

Obligee:              County of Orange, EMA/Regulation/Grading Section
Agreement #:          LASB214314
Instrument type:      Letter of Credit
Amount:               $140,640.00
Reason:               Grading performance

Obligee:              County of Orange, EMA/Regulation/Grading Section
Agreement #:          LASB214315
Instrument type:      Letter of Credit
Amount:               $271,800.00
Reason:               Grading performance

Obligee:              County of Orange, EMA/Regulation/Grading Section
Agreement #:          LASB214316
Instrument type:      Letter of Credit
Amount:               $537,480.00
Reason:               Grading performance

Obligee:              City of San Clemente
Agreement #:          LASB214677
Instrument type:      Letter of Credit
Amount:               $1,500,000.00
Reason:               Grading erosion control & Landscaping
                      -311401 Avenida Pico

Obligee:              Amwest Surety
Agreement #:          220668
Instrument type:      Letter of Credit
Amount:               $100,000.00




<PAGE>


                              EXHIBIT "B"

                                 BONDS
                                 -----


Obligee:              County of Orange
Agreement #:          4454
Instrument type:      Pacific States Bond
Amount:               $350,000.00
Reason:               Public property encroachment permit-Avenida Pico

Obligee:              County of Orange
Agreement #:          5677825-0001
Instrument type:      Safeco Bond
Amount:               $38,000.00
Reason:               USGS monumentation to record Talega finance map

Obligee:              County of Orange Flood Control District
Agreement #:          018001093
Instrument type:      Amwest surety bond
Amount:               $100,000.00
Reason:               Performance, labor and maintenance bond 
                      for storm drain facilities