UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A

(Amendment 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, 2011

or

| | o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------

For the transition period from _______
to_________



Commission File Number 1-10324



THE INTERGROUP CORPORATION

(Exact name of registrant as specified in
its charter)



|DELAWARE                        | 13-3293645         
|------------------------------- | -------------------
|(State or other jurisdiction of | (I.R.S. Employer   
|Incorporation or organization)  | Identification No.)



10940 Wilshire Blvd., Suite 2150, Los Angeles,
California 90024

(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 Act:



|Title of each class         |  | Name of each exchange on which registered
|--------------------------- |  | -----------------------------------------
|Common Stock $.01 par value |  | The NASDAQ Stock Market, LLC             



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



Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.

oYesxNo



Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or 15(d) of the Act.

oYesxNo



Indicate by check mark whether the registrant (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.

xYesoNo



Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).

oYesoNo



Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, 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-K
or any amendments to this Form 10-K.

x



Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.



|Large accelerated filero | Accelerated filero        
|------------------------ | --------------------------
|                         |                           
|Non-accelerated filero   | Smaller reporting companyx



Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act):

oYesxNo



The aggregate market value of the Common
Stock, no par value, held by non-affiliates computed by reference to the average bid and asked price on December 31, 2010 (the
last business day of registrant’s most recently completed second fiscal quarter) was $16,384,902



The number of shares outstanding of registrant’s Common
Stock, as of September 13, 2011, was 2,416,970.



DOCUMENTS INCORPORATED BY REFERENCE: None













EXPLANATORY NOTE



The InterGroup Corporation (“InterGroup”
or the “Company”) is filing this Amendment No. 1 on Form 10-K/A (the “Amendment”) to its Annual Report
on Form 10-K for the fiscal year ended June 30, 2011, which was originally filed on September 22, 2011 (the “Original Filing”)
for the sole purpose of filing three exhibits (Exhibits 10.10 and 10.11 and 10.12) that were not included with the Original Filing
and to revise the description and index of exhibits included Part IV, Item 15 (Exhibits, Financial Statement Schedules). New certifications
from our Principal Executive Officer and Principal Financial Officer are also included as Exhibits 31.1, 31.2, 32.1 and 32.2 to
this Form 10-K/A.



Except as described above, no other changes
have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing and we have
not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the date of the Original
Filing. Accordingly, this Amendment must be read in conjunction with the Company’s other filings made with the Securities
and Exchange Commission subsequent to the filing of the Original Filing, including amendments to those filings, if any.



PART IV



Item 15. Exhibits, Financial Statement Schedules.



(a)(1) Financial Statements



The following financial statements of the
Company are included in Part II, Item 8 of this Report at

pages 28 through 58:



Report of Independent Registered Public
Accounting Firm



Consolidated Balance Sheets - June 30, 2011
and 2010



Consolidated Statements of Operations for
Years Ended June 30, 2011 and 2010



Consolidated Statements of Shareholders’
Equity (Deficit) for Years Ended June 30, 2011 and 2010



Consolidated Statements of Cash Flows for
Years Ended June 30, 2011 and 2010



Notes to the Consolidated Financial Statements



(a)(2) Financial Statement Schedules



All
other schedules for which provision is made in Regulation S-X have been omitted because they are not required or are not applicable
or the required information is shown in the consolidated financial statements or notes to the consolidated financial statements.



(a)(3) Exhibits



Set forth below is an index of applicable exhibits filed with
this report according to exhibit table number.



|Exhibit Number |  | Description                                                                                                                                                                                                                                                                           
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |  |                                                                                                                                                                                                                                                                                       
|3.(i)          |  | Articles of Incorporation:                                                                                                                                                                                                                                                            
|               |  |                                                                                                                                                                                                                                                                                       
|3.1            |  | Certificate of Incorporation, dated September 11, 1985, incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-4, filed on September 6, 1985 (Registration No. 33-00126) and Amendment 1 to that Registration Statement filed on October 23, 1985.





2







|3.2    |  | Restated Certificate of Incorporation, dated March 9, 1998, incorporated by reference to Exhibit 3 of the Company’s Amended Quarterly Report on Form 10-QSB/A for the period ended March 31, 1998, as filed on May 19, 1998.                                                                                          
|------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |  |                                                                                                                                                                                                                                                                                                                       
|3.3    |  | Certificate of Amendment to Certificate of Incorporation, dated October 2, 1998, incorporated by reference to Exhibit 3 of the Company’s Quarterly report of Form 10-QSB for the period ended September 30, 1998, as filed on November 11, 1998.                                                                      
|       |  |                                                                                                                                                                                                                                                                                                                       
|3.4    |  | Certificate of Amendment of Certificate of Incorporation filed with the Delaware Secretary of State on August 6, 2007, incorporated by reference to Exhibit 3.4 of the Company’s Annual Report on Form 10-KSB for the year ended June 30, 2007 as filed on September 28, 2007.                                        
|       |  |                                                                                                                                                                                                                                                                                                                       
|3.(ii) |  | Amended and Restated By-Laws of The InterGroup Corporation, effective as of December 10, 2007, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K as filed on December 12, 2007.                                                                                                    
|       |  |                                                                                                                                                                                                                                                                                                                       
|4.*    |  | Instruments defining the rights of security holders including indentures*                                                                                                                                                                                                                                             
|       |  |                                                                                                                                                                                                                                                                                                                       
|9.     |  | Voting Trust Agreement: Voting Trust Agreement dated June 30, 1998 between John V. Winfield and The InterGroup Corporation is incorporated by reference to the        Company’s Annual Report on Form 10-KSB filed with the Commission on September 28, 1998.                                                         
|       |  |                                                                                                                                                                                                                                                                                                                       
|10.    |  | Material Contracts:                                                                                                                                                                                                                                                                                                   
|       |  |                                                                                                                                                                                                                                                                                                                       
|10.1   |  | 1998 Stock Option Plan for Non-Employee Directors approved by the  Board of Directors on December 8, 1998 and ratified by the shareholders on January 27, 1999 (incorporated by reference to the Company’s Proxy Statement on Schedule 14A filed with the Commission on December 21, 1998).                           
|       |  |                                                                                                                                                                                                                                                                                                                       
|10.2   |  | 1998 Stock Option Plan for Selected Key Officers, Employees and   Consultants approved by the Board of Directors on December 8, 1998 and ratified by the shareholders on January 27, 1999 (incorporated by reference to the Company’s Proxy Statement on Schedule 14A filed with the Commission on December 21, 1998).
|       |  |                                                                                                                                                                                                                                                                                                                       
|10.3   |  | The InterGroup Corporation 2007 Stock Compensation Plan for Non-Employee Directors (incorporated by reference to the Company’s Proxy Statement on Schedule 14A filed with the Commission on January 26, 2007).                                                                                                        
|       |  |                                                                                                                                                                                                                                                                                                                       
|10.4   |  | Amended and Restated Agreement of Limited Partnership of Justice Investors, effective November 30, 2010 (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q Report for the quarterly period ended December 31, 2010, filed with the Commission on February 11, 2011).                               
|       |  |                                                                                                                                                                                                                                                                                                                       
|10.5   |  | General Partner Compensation Agreement, dated December 1, 2008 (incorporated by reference to Exhibit 10.2 to Company’s Form 10-Q Report for the quarterly period ended December 31, 2008, filed with the Commission on February 12, 2009).                                                                            
|       |  |                                                                                                                                                                                                                                                                                                                       
|10.6   |  | The InterGroup Corporation 2008 Restricted Stock Unit Plan, adopted by the Board of Directors on December 3, 2008, and ratified by the shareholders on February 18, 2009 (incorporated by reference to the Company’s Proxy Statement on Schedule 14A, filed with the Commission on January 21, 2009).                 





3







|10.7    |  | Restricted Stock Unit Agreement, dated February 18, 2009, between The InterGroup Corporation and John V. Winfield (incorporated by reference to Exhibit 10.7 of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2009, as filed with the Commission on October 13, 2009).
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  |                                                                                                                                                                                                                                                                                                     
|10.8    |  | The InterGroup Corporation 2010 Omnibus Employee Incentive Plan, approved by the shareholders and adopted by the Board of Directors on February 24, 2010 (incorporated by reference to the Company’s Proxy Statement on Schedule 14A, filed with the Commission on January 27, 2010).               
|        |  |                                                                                                                                                                                                                                                                                                     
|10.9    |  | Employee Stock Option Agreement, dated March 16, 2010, between The InterGroup Corporation and John V. Winfield (incorporated by reference to Exhibit 10.9 of the Company’s report on Form 10-K for the fiscal year ended June 30, 2010, as filed with the Commission on September 27, 2010).        
|        |  |                                                                                                                                                                                                                                                                                                     
|10.10** |  | Franchise License Agreement, dated December 10, 2004, between Justice Investors and Hilton Hotels (filed herewith)                                                                                                                                                                                  
|        |  |                                                                                                                                                                                                                                                                                                     
|10.11** |  | Management Agreement, dated February 2, 2007, between Justice Investors and Prism Hospitality, L.P. (filed herewith)                                                                                                                                                                                
|        |  |                                                                                                                                                                                                                                                                                                     
|10.12** |  | Management Agreement, dated August 1, 2005, between Century West Properties, Inc. and The InterGroup Corporation (filed herewith).                                                                                                                                                                  
|        |  |                                                                                                                                                                                                                                                                                                     
|14.***  |  | Code of Ethics                                                                                                                                                                                                                                                                                      
|        |  |                                                                                                                                                                                                                                                                                                     
|21.***  |  | Subsidiaries                                                                                                                                                                                                                                                                                        
|        |  |                                                                                                                                                                                                                                                                                                     
|23.1*** |  | Consent of Independent Registered Public Accounting Firm – Burr Pilger Mayer, Inc.                                                                                                                                                                                                                  
|        |  |                                                                                                                                                                                                                                                                                                     
|31.1**  |  | Certification of Principal Executive Officer of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a) .                                                                                                                                                                                     
|        |  |                                                                                                                                                                                                                                                                                                     
|31.2**  |  | Certification of Principal Financial Officer of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a) .                                                                                                                                                                                     
|        |  |                                                                                                                                                                                                                                                                                                     
|32.1**  |  | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350.                                                                                                                                                                                                                    
|        |  |                                                                                                                                                                                                                                                                                                     
|32.2**  |  | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350                                                                                                                                                                                                                     



* All Exhibits marked by one asterisk are incorporated herein
by reference to the Trust's Registration Statement on Form S-4 as filed with the Securities and Exchange Commission on September
6, 1985, Amendment No. 1 to Form S-4 as filed with the Securities and Exchange Commission on October 23, 1985, Exhibit 14 to Form
8 Amendment No. 1 to Form 8 filed with the Securities & Exchange Commission November 1987 and Form 8 Amendment No. 1 Item 4
filed with the Securities & Exchange Commission October 1988.



** Filed herewith.



*** Previously filed with Original Form 10-K.





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SIGNATURES



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



|                      | THE INTERGROUP CORPORATION |                              
|--------------------- | -------------------------- | -----------------------------
|                      | (Registrant)               |                              
|                      |                            |                              
|                      |                            |                              
|Date: August 24, 2012 | By:                        | /s/ David T. Nguyen          
|                      |                            | David T. Nguyen              
|                      |                            | Treasurer and Controller     
|                      |                            | (Principal Financial Officer)





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