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<br />      	NEW ISSUE—BOOK-ENTRY ONLY
<br />									$107,399,438.50
<br />     						Santa Ana Financing Authority
<br />       		Police Administration and Holding Facility Lease Revenue Bonds, Series 1994A
<br />      	Current Interest Bonds Dated:March 1, 1994      								Due:July 1,As Shown Below
<br />      	AIRS''Dated:Date of Original Delivery
<br />      	Capital Appreciation Bonds Dated:Date of Original Delivery
<br />      	The Bonds are being issued pursuant to an Indenture between the Santa Ana Financing Authority and Meridian Trust Company of California,San Francisco,California,as
<br />   		trustee,and will be secured as described herein.The Bonds are beingissued
<br /> 										d to provide funds for the construction and equipping of a police administration and
<br /> •      		holding facility,to fund a reserve account and to pay certain costs of issuance.The Current Interest Bonds are being issued as fixed rate bonds.One-
<br />     			half of the principal amount of Bonds maturing on July 1,2014 are being issued as Auction Rate Securities"("ARS""")and one-half
<br />  				of the principal amount of Bonds maturing on July 1, 2014 are being issued as Inverse Rate Securities"" ("IRS""")
<br />       				(collectively the "Auction and Inverse Rate Securities"'" or "AIRS""") as more fully described herein.
<br />  		The Bonds will be issued in book-entry form,initially registered in the name of Cede&Co.,New York,New York,as nominee of The Depository Trust
<br />      	Company,New York,New York.Interest on the Current Interest Bonds will be payable on January 1 and July I of each year,commencing January 1, 1995.
<br />      	Interest on the Capital Appreciation Bonds maturing will be payable on the maturity dates thereof as a portion of the accreted value thereof. Interest on the
<br />     	AIRS will accrue for each Interest Period and will be payable in arrears on each succeeding Interest Payment Date. Purchasers will not receive certificates
<br />     	representing their interest in the Bonds P       g			.Individual purchases of Current Interest Bonds will be in princi
<br />     													pal rpal amounts of$5,000 or in any integral multiples of
<br />     	$5,000,individual purchases of AIRS will be in denominations of$50,000 or any integral multiple thereof and individual purchases of Capital Appreciation
<br />     	Bonds will be in denominations such that the accreted value of each Capital Appreciation Bond on the maturity thereof will be$5,000 or any integral multiple
<br />     	thereof.Payments of principal and interest of Current Interest Bonds and the AIRS and the accreted value of Capital Appreciation Bonds will be paid by the
<br />     	Trustee to DTC for subsequent disbursement to DTC Participants who will remit such payments to the beneficial owners of the Bonds.
<br />  		The Bonds are payable from Revenues of the Authority,consisting principally of Base Rental payments by the City of Santa Ana pursuant to a Lease
<br />     	between the City and the Authority.The City will agree in the Lease to make all Base Rental payments provided for therein,to include all such payments
<br />     	in its annual budgets, and to make the necessary annual appropriations for such rental payments, which are calculated to be sufficient to permit the
<br />     	Authority to pay principal of and interest on the Current Interest Bonds and the AIRS and the accreted value of the Capital Appreciation Bonds when
<br />     	due and payable. The obligation of the City to make Base Rental payments is not a debt of the City and is payable only from funds legally available
<br />     	therefor, including amounts on deposit in the general fund of the City. The City's obligation to make Base Rental payments is subject to abatement in the
<br />     	event of damage to, destruction or condemnation of or title defects relating to, the Leased Property described herein.
<br />  		Payments of the principal of and interest on the AIRS and the Current Interest Bonds and the Accreted Value of the Capital Appreciation Bonds
<br />     	when due will be insured by a municipal bond insurance policy to be issued simultaneously with the delivery of the Bonds by:
<br />     									AlERA
<br />  		The Current Interest Bonds are subject to optional,mandatory and extraordinary redemption prior to maturity and the AIRS are subject to
<br />     	mandatory redemption and mandatory tender as more fully described herein.The Capital Appreciation Bonds are not subject to redemption prior to
<br />     	maturity.
<br /> 		THE BONDS ARE LIMITED OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY FROM AND SECURED SOLELY BY THE
<br />     	REVENUES PLEDGED THEREFOR IN THE INDENTURE.THE BONDS ARE NOT A DEBT OF THE CITY,THE STATE OF CALIFORNIA
<br />     	OR ANY OF ITS POLITICAL SUBDIVISIONS (OTHER THAN THE AUTHORITY) AND NEITHER THE FAITH AND CREDIT OF THE
<br />     	CITY,THE STATE OR ANY OF ITS POLITICAL SUBDIVISIONS ARE PLEDGED TO THE PAYMENT OF THE BONDS, AND NEITHER
<br />     	THE CITY, THE STATE NOR ANY OF ITS POLITICAL SUBDIVISIONS IS LIABLE THEREFOR. NEITHER THE BONDS NOR THE
<br />     	OBLIGATION OF THE CITY TO MAKE BASE RENTAL PAYMENTS CONSTITUTES AN INDEBTEDNESS OF THE CITY,THE STATE OR
<br />     	ANY POLITICAL SUBDIVISION THEREOF IN CONTRAVENTION OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION
<br />     	OR RESTRICTION.
<br />     	In the opinion of Orrick,Herrington&Sutcliffe,Bond Counsel,based on existing laws,regulations,rulings,and court decisions and assuming,among other matters,
<br />		compliance with certain covenants, interest on the Bonds is excluded from gross income for federal income tax purposes and is exempt from State of
<br />   		California personal income taxes.In the opinion of Bond Counsel,interest on the Bonds is not a specific preference item for purposes of the federal
<br />      		individual or corporate alternative minimum taxes, although Bond Counsel observes that it is included in adjusted current earnings in
<br />  			calculating corporate alternative minimum taxable income. Bond Counsel express no opinion regarding other federal income tax
<br />     			consequences relating to the accrual or receipt of interest on the Bonds. See "TAX EXEMPTION" herein.
<br /> 		THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR REFERENCE ONLY,IT IS NOT A SUMMARY OF THE ISSUE.
<br />    	INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF
<br />    	AN INFORMED INVESTMENT DECISION.
<br />    	The Bonds are offered when, as and if delivered and received by the Underwriters, subject to the approval as to their legality by Orrick, Herrington &
<br />		Sutcliffe,Los Angeles, California,Bond Counsel, and certain other conditions. Certain legal matters will be passed upon for the Underwriters by
<br />   		their counsel,Brown& Wood,Los Angeles, California,for Meridian Trust Company of California, as Trustee, by its counsel,for the City
<br />      		and the Authority by Edward J. Cooper, Esq., City Attorney, Santa Ana, California and for the Insurer by its counsel. Kelling,
<br />  			Northeross&Nobriga, Oakland, California is serving as Financial Advisor to the Authority in connection with the issuance
<br />     			of the Bonds.It is anticipated that the Bonds, in book-entry form, will be available for delivery through the facilities
<br />				of The Depository  Trust Company  in  New  York,  New  York on  or  about March  23,  1994.
<br />      						Smith Barney Shearson Inc.
<br />    	Prudential Securities Incorporated  	Rauscher Pierce Refsnes Inc.
<br />    	Dated:March 23, 1994
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