<PAGE>
                  SECURITIES AND EXCHANGE COMMISSION
                      Washington,  D. C.  20549

                             FORM 10-KSB/A
                            AMENDMENT NO. 1

(X)	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
    	SECURITIES EXCHANGE ACT OF 1934 (Fee Required)

For the fiscal year ended June 30, 1997

( )	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
    	SECURITIES EXCHANGE ACT OF 1934 (No fee required)

For the transition period from ______ to ______

Commission file number 1-10324

           THE INTERGROUP CORPORATION
(Name of small business issuer in its charter)

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

2121 Avenue of the Stars, Suite 2020   Los Angeles, California      90067
          (Address of principal executive offices)           		  	(Zip Code)

Issuer's telephone number:	(310)556-1999

Securities registered under Section 12(b) of the Exchange Act:	None
Securities registered under Section 12(g) of the Exchange Act: 	

Common Stock - Par Value $.01 Per Share
           (Title of class)

Check whether the issuer (1) filed all reports required to be filed by 
Section 13 or 15(d) of the Exchange Act during the past 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 in response to Item 
405 of Regulation S-B is not contained in this form, and no disclosure 
will 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 amendment to this Form 10-KSB.  [X]

State issuer's revenues for its most recent fiscal year:	$15,663,727	
<PAGE>
The aggregate market value of the voting stock held by non-affiliates of 
the registrant at July 30, 1997, was $17,101,000 (based on the price at 
which the stock closed on such date).  Solely for purposes of this 
calculation affiliates of the registrant have been deemed to include 
only directors, executive officers and the Employee Stock Ownership Plan 
and Trust of the registrant. 

The number of shares outstanding of the issuer's Common Stock, $.01 par 
value, as of August 29, 1997, was 953,649 shares.
<PAGE>
                                  PART III

Item 9.	Directors, Executive Officers, Promoters and Control Persons; 
Compliance with Section 16(a) of the Exchange Act.

The Company's Certificate of Incorporation provides that the Board of 
Directors shall consist of not more than nine nor less than five 
members.  The exact number of Directors is fixed by the Board prior to 
each year's annual meeting of shareholders and as of June 30, 1997 
consisted of five.  The Board is divided into three staggered classes, 
each class having not less than one nor more than three members.  Each 
Director is elected to serve for a three-year term, and until the 
election and qualification of his or her successor.  When vacancies on 
the Board occur, due to resignation or otherwise, the Directors then in 
office may continue to exercise the powers of the Directors and a 
majority of such directors may select a new Director to fill the 
vacancy.   Any Director may resign at any time.  Any Director may be 
removed by the vote of, or written consent of, the holders of a majority 
of the shares of Common Stock outstanding at a special meeting called 
for the purpose of removal or to ratify the recommendation of a majority 
of the Directors that such Director be removed.

The Directors will not be individually liable for the debts of the 
Company.  Each Director is indemnified by the Company against any loss, 
expense, or liability arising out of or in connection with the affairs 
of the Company unless such arises out of his acts which constitute 
willful misfeasance, bad faith, gross negligence, or reckless disregard 
of his or her duties.

The following table sets forth certain information with respect to the 
Directors and Executive Officers of the Company as of June 30, 1997:
<PAGE>

                     Position with 
Name                 the Corporation      Age      Term to Expire
Class A Directors
John V. Winfield     Chairman of the       50      1997 Annual Meeting
(1)(2)(3)(4)         Board; President
                     and Chief Executive
                     Officer;

Josef Grunwald       Director              49      1997 Annual Meeting
(1)(3)(4)

Class B Director
Howard A. Jaffe      Vice Chairman;        55            (6)
(1)(3)(4)(5)         Chief Operating 
                     Officer; Secretary; 
                     and Director

William J. Nance(5)  Treasurer; Director   53      1998 Annual Meeting

Class C Director
Mildred Bond         Director              70      1999 Annual Meeting 
Roxborough(1)(2)

Other Executive 
Officer
Gregory C. McPherson  Executive Vice       38       N/A
                      President;
                      Assistant Secretary 
                      and Assistant 
                      Treasurer
_____________
(1)  Member of the Executive Committee
(2)  Member of the Administrative and Compensation Committee
(3)  Member of the Audit and Finance Committee
(4)  Member of the Real Estate Investment Committee
(5)  Member of the Nominating Committee
(6)  Mr. Howard A. Jaffe was Chief Operating Officer, Secretary of the 
     	Company and Vice Chairman of the Board during the 1997 Fiscal 
     	Year.  Mr. Jaffe resigned in July 1997 from all offices held (see 
     	Note 12 to the Consolidated Financial Statements on Form 10-KSB 
     	at June 30, 1997).
<PAGE>
Business Experience:
The principal occupation and business experience during the last five 
years for each of the Directors and Executive Officers of the Company 
are as follows:

John V. Winfield --  Mr. Winfield was first appointed to the Board in 
1982.  He currently serves as the Company's Chairman of the Board, 
President and Chief Executive Officer, having first been appointed as 
such in 1987.  Mr. Winfield also serves as President, Chairman and Chief 
Executive Officer of Santa Fe Financial Corporation and Portsmouth 
Square, Inc.; Director of Healthy Planet Products, Inc., and as Director 
for Orckit Communications, Ltd.

Josef A. Grunwald -- Mr. Grunwald is an industrial, commercial and 
residential real estate developer.  He serves as Chairman of PDG N.V. 
(Belgium), a hotel management company, and President of I.B.E.  Services 
S.A. (Belgium), an international trading company.  Mr. Grunwald was 
first elected to the Board in 1987.  Mr. Grunwald also serves as Director
of Portsmouth Square, Inc.

Howard A. Jaffe -- Mr. Jaffe joined the Company in June 1994 as Chief 
Operating Officer.  Mr. Jaffe was a partner in the law firm of Dorsey & 
Whitney from January 1988 to May 1994.  Prior to that, he was a partner 
in the law firm Delson & Gordon.  Mr. Jaffe was first elected to the 
Board in 1987 and was elected Vice Chairman of the Board in 1994.  He 
also served as Secretary of the Company from 1987.  Mr. Jaffe resigned 
in July 1997, as Vice Chairman of the Board, Chief Operating Officer and 
Secretary.

William J. Nance -- Mr. Nance is a certified public accountant and 
private consultant to the real estate and banking industries.  He also 
serves as President of Century Plaza Printer, Inc.  Mr. Nance was first 
elected to the Board in 1984.  He was appointed Treasurer, Chief 
Operating Officer and Chief Financial Officer in 1987.  Mr. Nance 
resigned as Chief Operating Officer and Chief Financial Officer in 
January 1990 but continues to serve as Treasurer.  Mr. Nance is also 
Vice President and Director of Santa Fe Financial Corporation  and Vice 
President, Secretary and Director of Portsmouth Square, Inc.

Mildred Bond Roxborough -- Ms. Roxborough has been Director of 
Development and Special Programs of the National Association for the 
Advancement of Colored People (NAACP) since 1986.  Her responsibilities 
include planning and implementing fundraising programs to support the 
Association's national programs and developing and overseeing Special 
Programs on national issues.  She also serves as Vice Chairman of the 
Board of Directors of America's Charities Federation, Chairman of its 
Membership and Personnel Committees and member of its Long Range 
Planning Committee; and Member of the Board of Directors of Morningside 
Health and Retirement Service, Member of Personnel Committee of 
Morningside Heights Housing Corporation.  Ms. Roxborough was first 
appointed to the Company's Board in 1984 and served as Vice Chairman 
from 1987 through 1994.
<PAGE>
Gregory C. McPherson  -- Mr. McPherson joined the Company in March 1993.  
Mr. McPherson was a private financial and strategic advisor from January 
1992 to March 1993 to companies in various industries.  From July 1989 
to December 1991, Mr. McPherson served as Vice President in the 
Investment Banking and Corporate Finance Department of Kemper Securities 
Group, Inc.  From September 1987 to June 1989, Mr. McPherson attended 
the Harvard Business School where he received his M.B.A. and during that 
time was with Prudential Bache Capital Funding in their Mergers & 
Acquisitions and Financial Restructuring Group.  For the seven years 
prior to attending the Harvard Business School, Mr. McPherson was a 
manager at the public accounting firm of Price Waterhouse LLP.  Mr. 
McPherson is a Certified Public Accountant.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Under the Securities Exchange Act of 1934 and the rules of the 
Securities and Exchange Commission, Directors and Executive Officers of 
the Company, as well as persons holding more than 10% of the Company's 
Common Stock, are required to file reports showing their initial 
ownership of the Company's Common Stock and any subsequent changes in 
that ownership with the Securities and Exchange Commission and all the 
exchanges on which the Company's securities are registered by certain 
specified due dates.  Based solely on the Company's review of copies of 
such reports furnished to the Company and written representations that 
no other reports were required to be filed during the 1997 Fiscal Year, 
all such reports that were required were filed on a timely basis.

Item 10.	Executive Compensation.

The following table sets forth on an accrual basis all direct 
remuneration paid by the Company to the Executive Officers of the 
Company for the 1997 Fiscal Year, the 1996 Fiscal Year and the 1995 
Fiscal Year, whose aggregate direct remuneration exceeded $100,000.  
Estimated annual benefits upon retirement will include allocations under 
the ESOP (defined below).  Such benefits are not currently determinable 
because the plan is voluntary and employee contributions and allocations 
under the plan are discretionary.  There are currently no employment 
contracts with the Executive Officers.  No Long-Term Compensation Award 
or Payouts were made, and no Options or Stock Appreciation Rights 
("SARs") were granted during the 1997 Fiscal Year, 1996 Fiscal Year or 
1995 Fiscal Year.
<PAGE>

Name and Principal                                          Other Annual
Position                   Year     Salary        Bonus     Compensation 
John V. Winfield           1997    $102,078(1)
Chairman; President        1996    $195,650                   $36,622(2)
and Chief Executive        1995    $204,156                   $56,114(2)
Officer

Gregory C. McPherson       1997     $97,082(3)
Executive Vice President;  1996    $191,655
Assistant Secretary and    1995    $172,704       $50,000
Assistant Treasurer

Howard A. Jaffe (4)        1997    $300,000
Vice Chairman; Chief       1996    $300,000
Operating Officer and      1995    $300,000
Secretary
____________________
(1) Mr. Winfield is the president and Chairman of the Board of Santa Fe 
Financial Corporation and Portsmouth Square, Inc., and received $102,078 
of compensation from those entities during the 1997 Fiscal Year.

(2) Amounts include an auto allowance and imputed interest on a note due 
the Company.  The amount of compensation relating to interest on the 
note was approximately $24,000 for Fiscal Year 1996 and $43,000 for 
Fiscal Year 1995.  The note receivables in connection with the stock 
options was paid in full in March 1996.  The remaining amount is for the 
auto allowance.

(3) Mr. McPherson is a consultant of Portsmouth Square, Inc., and 
received consulting fees of $86,282 during the 1997 Fiscal Year.

(4) Mr. Jaffe resigned in July 1997.

Employee Stock Ownership Plan and Trust ("ESOP")

In April 1986, the Company established an Employee Stock Ownership Plan 
and Trust ("ESOP" or the "Plan"), effective July 1985, which enabled 
eligible employees to receive an ownership interest in stock of the 
Company.  The Company did not make ESOP contributions during Fiscal Year 
1997, Fiscal Year 1996 or Fiscal Year 1995.  The Company made no stock 
distributions during Fiscal Year 1997, and made distributions of 7,233 
shares during Fiscal Year 1996 and 11,197 shares during Fiscal Year 1995 
to terminated employees.
<PAGE>
Phantom Stock Program

The Company maintains a "phantom" stock program which provides for the 
issuance of 40,000 units with each unit being equivalent to one share of 
Common Stock.  Participating members of the program are credited with 
the incremental value in shares of common stock and dividend equivalents 
over a five-year period from the date of award.  One-fifth of such 
credits to participants' accounts will vest on the first anniversary 
date of the award and an additional one-fifth vest on each of the next 
four anniversary dates.  No units were granted in the 1997 Fiscal Year, 
1996 Fiscal Year or the 1995 Fiscal Year and, as of June 30, 1997, no 
units were outstanding.

Stock Incentive Plan

In 1987, the Board approved a Stock Incentive Plan providing for the 
issuance of up to 125,000 shares of the Company's Common Stock pursuant 
to the exercise of the stock options granted under the plan.  The Plan 
also provided for the issuance of SARs which may be granted in 
connection with or without relation to the stock options.  The plan was 
approved by the Company's shareholders in 1988.  In conjunction with the 
Stock Incentive Plan, the Board and shareholders approved the grant of 
an option to the Company's president for the purchase of 125,000 shares 
of Common Stock at an exercise price of $11.50.  During the 1996 Fiscal 
Year, the Company's president fully exercised his option.  No additional 
options or SARs were granted under this plan, and no options to purchase 
shares of Common Stock remain outstanding.

Compensation of Directors

The Company's arrangements for compensation of Directors is as follows: 
the Chairman of the Board of Directors is eligible to receive $9,000 per 
annum; each Director is eligible to receive a fee of $4,000 per annum 
and a fee of $300 for each Board or committee meeting attended; and each 
Director who is a chairman of a committee of the Board of Directors is 
eligible to receive $350 for each committee meeting which he or she 
chairs.  The Directors who are also Executive Officers do not receive 
any fee for attending either meetings of the board or of any Board 
committee.

Except for the foregoing, there are no other arrangements for 
compensation of Directors and there are no employment contracts between 
the Company and its Directors.
<PAGE>
Item 11.	Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth, as of September 30, 1997, certain 
information with respect to the beneficial ownership of Common Stock 
owned by (i) those persons or groups known by the Company to own more 
than five percent of the outstanding shares of Common Stock, (ii) each 
Director and Executive Officer, and  (iii) all Directors and Executive 
Officers as a group:

Name and address of           Amount and Nature 
Beneficial Owner              of Beneficial Owner(1)      Percentage(2)
John V. Winfield                  411,249 (3)                 43.1%
2121 Avenue of the Stars
Los Angeles, CA 90067

Josef A. Grunwald                  32,465                      3.4%
2121 Avenue of the Stars
Los Angeles, CA 90067

William J. Nance                   17,000                      1.8%
2121 Avenue of the Stars
Los Angeles, CA 90067

Mildred Bond Roxborough             1,045                        *
2121 Avenue of the Stars
Los Angeles, CA 90067

Gregory C. McPherson                3,703(4)                     *
2121 Avenue of the Stars
Los Angeles, CA 90067

All Directors and 
Executive Officers as a 
Group (5 persons)                 473,551                       48.8%
__________________
*  Ownership does not exceed 1%.	

(1)  Unless otherwise indicated and subject to applicable community 
property laws, each person has sole voting and investment power with 
respect to the shares beneficially owned.

(2)  Percentages are calculated on the basis of 953,649 shares of Common 
Stock outstanding at September 30, 1997.

(3)  Includes 13,549 shares allocated to Mr. Winfield under the ESOP.  
Does not include an additional 6,457 shares held by the ESOP with 
respect to which Mr. Winfield, as trustee, would have the power to vote 
if voting instructions are not provided by the participants on a timely 
basis.

(4)  Includes 1,303 shares allocated to Mr. McPherson under the ESOP.
<PAGE>
Item 12.	Certain Relationships and Transactions.

In March 1996, the Company's president paid in full the $830,173 
outstanding balance of the note relating to his 1986 exercise of stock 
options.

In May 1996, the Company's president exercised an option to purchase 
125,000 shares of Common Stock at a price of $11.50 per share through a 
full recourse note due the Company on demand, but in no event later than 
May 2001.  The note bears interest floating at the lower of 10% or the 
prime rate (8.50% at June 30, 1997) with interest payable quarterly.  
During the 1997 Fiscal Year, the president of the Company made interest 
payments of $134,170 in connection with the note relating to his 1996 
exercise of stock options.  The balance of the note receivable at June 
30, 1997 was $1,437,500.

The Company's Chief Executive Officer directs the investment activity of 
the Company in public and private markets pursuant to the authority 
granted by the Board of Directors.  The Chief Executive Officer and 
members of his immediate family have at times invested in the same 
companies in which the Company has invested.  The Company encourages 
such investments because it places personal resources of the Chief 
Executive Officer and his family members at risk in connection with 
investment decisions made on behalf of the Company.  Following 
allegations concerning the Chief Executive Officer made by a former 
officer and director of the Company, the Board of Directors authorized 
committees of the Board to conduct a thorough and independent review of 
such matters, including the Company's practices in this regard.  That 
review has not been completed (see Report on Form 8-K dated August 4, 
1997).
<PAGE>

                                SIGNATURE

Pursuant to the requirements 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.

                                          	THE INTERGROUP CORPORATION
                                                 	(Registrant)

                                     	       /s/ John V. Winfield
                                            	By: John V. Winfield
                                              		 President; Chairman of
                                              		 the Board and Chief 	
                                               	 Executive Officer
October 27, 1997