RESTATED CERTIFICATE OF INCORPORATION
                        OF THE INTERGROUP CORPORATION


THE INTERGROUP CORPORATION, a corporation organized and existing under the 
laws of the State of Delaware, hereby certifies as follows:

1.   The name of the corporation is "The Intergroup Corporation".

2.   The date of filing of its original Certificate of Incorporation with the 
Secretary of State
was the 10th day of September, 1985.

This Restated Certificate of Incorporation only restates and integrates and
does not further amend the provisions of the Certificate of Incorporation of 
his corporation as heretofore amended or supplemented and there is no
discrepancy between those provisions and the provisions of this Restated
Certificate of Incorporation.

3.   The text of the Certificate of Incorporation as amended or supplemented 
heretofore is
hereby restated without further amendments or changes to read as herein set 
forth in full:

FIRST

The name of the corporation is as follows: THE INTERGROUP CORPORATION.

SECOND

The address of its registered office in the State of Delaware is No. 1209
Orange Street in the City of Wilmington, County of New Castle.  The name of
its registered agent at such address is The Corporation Trust Company.

THIRD

The nature of the business or purposes to be conducted or promoted are as 
follows:

To acquire, hold, utilize, improve, deal with, lease, mortgage, or otherwise 
encumber and dispose of property of every type and description, wherever
situated, and to operate such properties on a business-like basis and so as
to provide opportunities to all without regard to race, creed or color; and

To engage in any other lawful act or activity for which corporations may be 
organized under the General Corporation law of Delaware.

<PAGE>
FOURTH

The total number of shares of stock which the corporation shall have the 
authority to issue is One Million Six Hundred Thousand (1,600,000) shares,
which are divided into two classes as follows:

One Million Five Hundred Thousand (1,500,000) shares of Common Stock, $0.01
par value per share, and One Hundred Thousand (100,000) shares of Preferred
Stock, $0.10 par value per share.

The Board of Directors shall have authority to fix from time to time by 
resolution or resolutions the designations, voting powers, preferences and
relative, participating, optional or other special rights, and the
qualifications, limitations and restrictions thereof, in respect 
of the number of shares of any series of Preferred Stock.  Subject to the 
protective conditions and restrictions of any outstanding Preferred Stock,
any amendment to this Certificate of Incorporation which increases or
decreases the authorized capital stock of any class or classes may be adopted
by the affirmative vote of the holders of a majority of the outstanding shares 
of the voting stock of the corporation.

FIFTH

The corporation is to have perpetual existence.

SIXTH

The private property of the stockholders shall not be subject to the payment of 
corporate debts to any extent whatever.

SEVENTH

In furtherance and not in limitation of the powers conferred by law, the Board 
of Directors is expressly authorized:

(a)   To make, alter, or repeal the by-laws of the corporation;

(b)   To direct and determine the use and disposition of any annual net profits 
or net assets in excess of capital; to set apart out of any of the funds of
the corporation available for dividendsa reserve or reserves for any proper
purpose; and to abolish any such reserve in the manner in which it was created;

(c)   To establish bonus, profit-sharing, stock option, retirement or other 
types of incentive or compensation plans for the employees (including
officers and directors) of the corporation and to fix the amount of the
profits to be distributed or shared and to determine the persons to
participate in any such plans and the amounts of their respective 
participations;
<PAGE>
(d)   From time to time to determine whether and under what conditions and 
regulations, the accounts and books of the corporation (other than the stock
ledger), or any of them, shall be open to the inspection of the stockholders;
and no stockholder shall have any right to inspect any account or book or
document of the corporation, except as conferred by statute or authorized by
the Board of Directors or by a resolution of the stockholders;

(e)   To authorize, and cause to be executed, mortgages and liens upon the real 
and personal property of the corporation; and

(f)   By a majority of the whole Board, to designate one or more committees, 
each committee to consist of one or more of the directors of the corporation.
The bylaws may provide that in the absence or disqualification of a member of
a committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.  Any 
such committee, to the extent provided in the resolution of the Board of
Directors, or in the bylaws of the corporation, shall have and may exercise
all the powers and authority of the Board of Directors in the management of
the business and affairs of the corporation and may authorize the seal of 
the corporation to be affixed to all papers which may require it; but no
such committee shall have the power or authority in reference to amending
this Certificate ofIncorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange
of all or substantially all of the corporation's property and assets,
recommending to the stockholders a dissolution of the corporation or 
a revocation of a dissolution, or amending the bylaws of the corporation.

EIGHTH

The number of members of the Board of Directors will be fixed from time to 
time by the Board of Directors, but (subject to vacancies) in no event may
there be less than five directors or more than nine.  The Board of Directors
shall be divided in three (3) classes as nearly equal in number as possible,
with the term of office of Class A expiring at the 1985 annual meeting of
stockholders, of Class B expiring at the 1986 annual meeting of stockholders, 
and Class C expiring at the 1987 annual meeting of stockholders.  At each
annual meeting of stockholders beginning with the 1985 annual meeting of 
stockholders, directors chosen to succeed those whose terms then expire
shall be elected for a term of office expiring at the third succeeding 
annual meeting of stockholders after their election.  When any director is 
elected by the remaining directors to fill a vacancy occasioned by the death,
resignation or removal or a director; the successor director will hold office
until the annual meeting of stockholders at which the director who died,
resigned or was removed would have been required, in the regular order of
business, to stand for reelection even though such term may extend beyond 
the next annual meeting. When the number of directors is changed, any newly 
created directorships or any decreases in directorships shall be so
apportioned among the classes to make all classes as nearly equal in number
<PAGE>
as possible.  When the number of directors is increased by the Board of
Directors and the resultant vacancies are filled by the Board of Directors,
such additional directors shall serve only until the next annual meeting of
stockholders, at which time they shall be subject to election and
classification by the stockholders.

NINTH

No holder of shares of the corporation shall be entitled as of right to 
subscribe for, purchase or receive any part of any new or additional issue of
shares whether now or hereafter authorized, or of any bonds, debentures,
warrants, options or other securities convertible into shares of any class.

TENTH

Except as set forth herein (a) any merger or consolidation of the corporation, 
or any of its subsidiaries, with or into any other trust, corporation or other
entity; or (b) any purchase, lease or other acquisition by the corporation or
any of its subsidiaries, of any assets or securities or combination thereof,
from any other trust, corporation, person or entity, in exchange for voting
securities (or securities convertible into voting securities or options,
warrants or rights to purchase voting securities or securities convertible
into voting securities) of the corporation, or any of its subsidiaries,
shall require the affirmative vote of the holders of seventy-five (75%)
percent  of the directors and the affirmative vote or written consent of 
fifty one (51%) percent of the issued and outstanding shares entitled to vote 
thereon, or in the event of rejection of such proposal by the directors, an
affirmative vote of seventy-five (75%) percent of the issued and outstanding
shares entitled to vote thereon.  Such affirmative vote shall be required
notwithstanding the fact that no vote may be required, or that some lesser 
percentage may be specified, by law or in any agreement with any national 
securities exchange.

The special voting requirements contained herein, shall not apply to any 
transaction which involves only the corporation, or any of its subsidiaries,
and a corporation of which a majority of the outstanding shares of each class
of capital stock entitled to vote in elections of directors is owned of
record or beneficially by the corporation, or any of its subsidiaries.

ELEVENTH

Meetings of stockholders and directors may be held outside the State of 
Delaware, if the by-
laws so provide.  The books of the corporation may be kept (subject to any 
provision contained in the statutes) outside the State of Delaware at such
place or places as may be designated from time to time by the Board of
Directors or in the by-laws of the corporation.
<PAGE>
TWELFTH

The corporation shall, to the fullest extent permitted by Section 145 of the 
General Corporation Law of Delaware, as the same may be amended and
supplemented, indemnify any and all persons whom it shall have power to
indemnify under said section from and against any and all of the expenses,
liabilities or other matters referred to in or covered by said section, and
the indemnification provided for herein shall not be deemed exclusive of any 
other rights to which those indemnified may be entitled under any bylaw, 
agreement, vote of stockholders or resolution of disinterested directors or
otherwise, both as to action in his or her official capacity and as to action
in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall 
inure to the benefit of the heirs, executors and administrators of such a 
person; provided, that no director, officer or agent may satisfy any right
of indemnity or reimbursement granted herein or to which he or she may be 
otherwise entitled except out of the property of the corporation, and no
stock holder shall be personally liable with respect to any claim of a 
director, officer or agent for indemnity or reimbursement.

THIRTEENTH

Whenever a compromise or arrangement is proposed between this corporation and 
its creditors or any class of them and/or between this corporation and its 
stockholders of any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
corporation or of any creditor or stockholder thereof or on the application
of any receiver or receivers appointed for this corporation under the 
provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers
appointed for this corporation under the provisions of section 279 of Title
8 of the Delaware Code order a meeting of the creditors or class of  
creditors, and/or of the stockholders or class of stockholders of this 
corporation, as the case may be, to be summoned in such manner as the said
court directs.  If a majority in number representing three-fourths in value
of the creditors or class of creditors, and/or of the stockholders or class
of stockholders of this corporation, as the case may be, agree to any
compromise or arrangement and to any reorganization of this corporation as 
consequence of such compromise or arrangement, the said compromise or
arrangement and the said reorganization shall, if sanctioned by the court to
which the said application has been made, be binding on all the creditors or
class of creditors, and/or on all the stockholders or class of stockholders,
of this corporation, as the case may be, and also on this corporation.

FOURTEENTH

The corporation reserves the right to amend, alter, change or repeal any 
provision contained in this Certificate of Incorporation, in any manner now
or hereafter prescribed by statute, and all rights conferred on stockholders
herein are granted subject to this reservation.
<PAGE>
FIFTEENTH

No director of the Company shall be personally liable to the Company or its 
stockholders for monetary damages for breach of fiduciary duty as a director,
provided that this provision shall not operate so as to limit the liability of
a director to an extent greater than permitted under Title 8, Section 102(b)
(7), as the same may be amended or supplemented, or any successor provision
thereto.

4.   This Restated Certificate of Incorporation was duly adopted by the Board
of Directors in accordance with Section 245 of the General Corporation Law of
the State of Delaware.

5.   This Restated Certificate of Incorporation shall be effective on February
20, 1998.

IN WITNESS WHEREOF, said Board of Directors of THE INTERGROUP 
CORPORATION has caused this Certificate to be signed by John V. Winfield its 
Chairman, 
this 20th day of February, 1998.

THE INTERGROUP CORPORATION



By: /s/ John V. Winfield    
John V. Winfield
President and Chairman of the Board