SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                             -----------------------

                                  FORM 10-KSB

[X]  Annual Report under Section 13 or 15(d) of the Securities
     Exchange Act of 1934

For the fiscal year ended June 30, 2001

[ ]  Transition Report under 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
                          --------------------------
                 (Name of Small Business Issuer in its Charter)

          Delaware                                        13-3293645
-------------------------------                       ------------------
(State or Other Jurisdiction of                        (IRS Employer
 Incorporation or Organization)                       Identification No.)

820 Moraga Drive, Los Angeles, California                 90049-1632
-----------------------------------------                 ----------
(Address of Principal Executive Offices)                  (Zip Code)

                 Issuer's Telephone Number:  (310) 889-2500

      Securities registered under Section 12(b) of the Exchange Act:

Common Stock-$.01 Par Value                     Pacific Exchange, Inc.
   -------------------               -----------------------------------------
   Title of Each Class               Name of Each Exchange On Which Registered


      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]
                                                             Page 1 of 45
<PAGE>
    The issuer's revenues for its most recent fiscal year were $18,728,000.


    The aggregate market value of the common equity held by non-affiliates of
issuer, computed by reference to the price the common equity was sold on
September 21, 2001 was $15,326,000.


    The number of shares outstanding of the issuer's Common Stock, $.01 par
value, as of September 21, 2001 was 1,886,232.

Transitional Small Business Disclosure Format (check one): Yes   No [X]


                  DOCUMENTS INCORPORATED BY REFERENCE: None





                             TABLE OF CONTENTS

PART I                                                                  PAGE

    Item 1.  Description of Business                                      3

    Item 2.  Description of Properties                                    4

    Item 3.  Legal Proceedings                                           10

    Item 4.  Submission of Matters to a Vote of Security Holders         12


PART II

    Item 5.  Market For Common Equity and Related Stockholder Matters    12

    Item 6.  Management's Discussion and Analysis of Financial
             Condition and Results of Operations                         13

    Item 7.  Financial Statements                                        15

    Item 8.  Changes in and Disagreements With Accountants
             on Accounting and Financial Disclosure                      33


PART III

    Item 9.  Directors, Executive Officers, Promoters and Control
             Persons; Compliance With Section 16(a) of the Exchange Act  33

    Item 10. Executive Compensation	                                     35

    Item 11. Security Ownership of Certain Beneficial Owners
             and Management                                              40

    Item 12. Certain Relationships and Related Transactions              41

    Item 13. Exhibits and Reports on Form 8-K                            42

SIGNATURES                                                               45

                                                               Page 2 of 45
<PAGE>

PART I

Item 1. Description of Business.

BUSINESS DEVELOPMENT

The InterGroup Corporation ("InterGroup" or the "Company") is a Delaware
corporation formed in 1985, as the successor to Mutual Real Estate Investment
Trust ("M-REIT"), a New York real estate investment trust created in 1965.
The Company has been a publicly-held company since M-REIT's first public
offering of shares in 1966 and has been a reporting company pursuant to
Section 12(g) of the Securities Exchange Act of 1934 since that time.

The Company was organized to buy, develop, operate, rehabilitate and dispose
of real property of various types and descriptions, and to engage in such
other business and investment activities as would benefit the Company and its
shareholders.  The Company was founded upon, and remains committed to, social
responsibility.  Such social responsibility was originally defined as
providing decent and affordable housing to people without regard to race.  In
1985, after examining the impact of federal, state and local equal housing
laws, the Company determined to broaden its definition of social
responsibility.  The Company changed its form from a REIT to a corporation so
that it could pursue a variety of investments beyond real estate and broaden
its social impact to engage in any opportunity which would offer the potential
to increase shareholder value within the Company's underlying commitment to
social responsibility, which it redefined to encompass investments in any area
which can have a socially redeeming value and promote the establishment of a
fair, equal and better society.

During the past three years the Company's principal sources of revenue have
been, and continue to be, derived from the operations of its multi-family
residential properties, from the sales and disposition of its real property
assets, from the operations of its majority owned subsidiary, Santa Fe
Financial Corporation ("Santa Fe"), and from the investment of its cash and
securities assets.

Santa Fe's revenue is primarily generated through its holdings of the Holiday
Inn Financial District/Chinatown, a 566-room hotel in San Francisco,
California.  Santa Fe and its 68.8% owned subsidiary, Portsmouth Square, Inc.
("Portsmouth"), jointly oversee their interest in the operations of the hotel.
Portsmouth is a general partner and a 49.8% limited partner in Justice
Investors ("Justice"), a California limited partnership, which owns the land,
improvements and leaseholds.


BUSINESS OF ISSUER

The Company's principal business is the ownership and management of real
estate.  Properties include twenty-one apartment complexes, a hotel, two
commercial real estate properties, and a single-family house as a strategic
investment.  All properties are located throughout the United States.  The
Company also has investments in unimproved real property that is held for sale
or development. The Company acquires its investments in real estate and other
investments utilizing cash, securities or debt, subject to approval or
guidelines of the Board of Directors. See Item 2 for a description of the
Company's current investments in and investment policies concerning real
property.
                                                                Page 3 of 45
<PAGE>

The Company has invested in income-producing instruments, equity and debt
securities and will consider other investments if such investments offer
growth or profit potential.  The Company also has a controlling interest in
Santa Fe, which derives its revenue primarily through an interest in a 566-
room Holiday Inn in San Francisco, California.  In addition, Santa Fe's
operations include an interest in an apartment complex and a marketable
securities portfolio.

For further information see Item 6 Management's Discussion and Analysis of
Financial Condition and Results of Operations and Notes to Consolidated
Financial Statements.


COMPETITION

All of the properties owned by the Company are in areas where there is
substantial competition.  However, management believes that apartments, hotel,
and commercial properties are generally in a competitive position in their
respective communities.  The Company intends to continue upgrading and
improving the physical condition of its existing properties and to consider
selling existing properties and re-investing in properties that may require
renovation but that offer greater appreciation potential.


EMPLOYEES

As of June 30, 2001, the Company had a total of 13 full-time employees.
The employees and the Company are not party to any collective bargaining
agreement, and the Company believes that its employee relations are
satisfactory.


Item 2.  Description of Properties.


PROPERTIES

At June 30, 2001, the Company's investment in real estate consisted of
properties located throughout the United States.  These properties include
twenty one apartment complexes, a commercial real estate property, a single-
family house as a strategic investment, and a commercial real estate property
that serves as the Company's corporate headquarters.  The Company wholly owns
all properties above.  The Company also owns an apartment complex together
with its majority owned subsidiary, Santa Fe.  All apartment complexes are
completed, operating properties.  The commercial real estate property and
single-family house are being prepared for operation.

The Company owns approximately 8.2 acres of unimproved real estate in Texas.
The Company also owns an interest in a San Francisco hotel property through
its investment in Justice Investors.  In the opinion of management, each of
the properties is adequately covered by insurance.  None of the properties are
subject to foreclosure proceedings or litigation other than that incurred in
the normal course of business. The Company's rental property leases are short-
term leases, with no lease extending beyond one year.
                                                                  Page 4 of 45
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Morris County, New Jersey.  The Morris County property is a two-story garden
apartment complex that was completed in June 1964 with 151 units on
approximately 8 acres of land.  The Company acquired the complex on September
15, 1967 at an initial cost of approximately $1,600,000.  Real estate property
taxes for the year ended June 30, 2001 were approximately $143,000.
Depreciation is recorded on the straight-line method, based upon an estimated
useful life of 40 years.  The outstanding mortgage balance was approximately
$5,000,000 at June 30, 2001 and the maturity date of the mortgage is January
1, 2006.

St. Louis, Missouri.  The Company's St. Louis properties consist of two
apartment complexes.  The first apartment complex is a two-story project with
264 units on approximately 17.5 acres.  The Company acquired the complex on

November 1, 1968 at an initial cost of $2,328,000.  For the year ended June
30, 2001, real estate property taxes were approximately $95,000.  Depreciation
is recorded on the straight-line method, based upon an estimated useful life
of 35 years.  The outstanding mortgage balance was approximately $5,800,000 at
June 30, 2001 and the maturity date of the mortgage is July 1, 2008.

The second apartment complex is a two-story project with 176 units on
approximately 14 acres.  The Company reacquired the complex through
foreclosure on May 11, 1989, and recorded the asset at $3,480,000 representing
the Company's total cost of the mortgage note receivable.  For the year ended
June 30, 2001, real estate property taxes were approximately $52,000.
Depreciation is recorded on the straight-line method, based upon an estimated
useful life of 30 years.  The outstanding mortgage balance was approximately
$4,574,000 at June 30, 2001 and the maturity date of the mortgage is April 1,
2003.  This property was condemned by the City of St. Louis.  Refer to
footnote 13 of the financial statements for further detail.

Florence, Kentucky.  The Florence property is a three-story apartment complex
with 157 units on approximately 6.0 acres.  The Company acquired the property
on December 20, 1972 at an initial cost of approximately $1,995,000.  For the
year ended June 30, 2001, real estate property taxes were approximately
$24,000.  Depreciation is recorded on the straight-line method, based upon an
estimated useful life of 40 years.  The outstanding mortgage balance was
approximately $2,895,000 at June 30, 2001 and the maturity date of the
mortgage is May 1, 2006.

Irving, Texas.  The Company's Irving properties consist of two apartment
complexes.  The first apartment complex is a two-story apartment with 224
units on approximately 9.9 acres.  The Company acquired the property on
September 16, 1994 at an initial cost of approximately $4,150,000.  For the
year ended June 30, 2001, real estate property taxes were approximately
$184,000.  Depreciation is recorded on the straight-line method, based upon an
estimated useful life of 30 years.  The outstanding mortgage balance was
approximately $4,450,000 at June 30, 2001 and the maturity date of the
mortgage is January 1, 2008.

The second apartment complex consists of a two-story town homes with 54 units
on approximately 3.03 acres.  The Company acquired the property on November 3,
2000 at an initial cost of approximately $1,980,000.  For the year ended June
30, 2001, real estate property taxes were approximately $21,000.  Depreciation
is recorded on the straight-line method, based upon an estimated useful life
of 39 years.  The outstanding mortgage balance was approximately $1,226,000 at
June 30, 2001 and the maturity date of the mortgage is July 1, 2006.

                                                                 Page 5 of 45
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San Antonio, Texas. The San Antonio property is a two-story project with 132
units on approximately 4.3 acres.  The Company acquired the complex on June
29, 1993 for $2,752,000.  For the year ended June 30, 2001, real estate taxes
were approximately $103,000.  Depreciation is recorded on the straight-line
method, based upon an estimated useful life of 30 years.  The outstanding
mortgage balance was approximately $3,180,000 at June 30, 2001 and the
maturity date of the mortgage is December 1, 2008.

Houston, Texas.  The Houston property is a two-story apartment complex with
442 units on approximately 23.4 acres.  The Company acquired the complex in
February 1997 for an initial cost of $4,970,000.  For the year ended June 30,
2001, real estate taxes were approximately $198,000.  Depreciation is recorded
on the straight-line method, based upon an estimated useful life of 30 years.
The outstanding mortgage balance was approximately $3,725,000 at June 30, 2001
and the maturity date of the mortgage is September 15, 2002. The Company also
owns approximately 5 acres of unimproved land adjacent to this property.  The
land was purchased initially for $267,000 in July 1997.

Austin, Texas. The Austin property is a 169,000 square foot, two-story project
with 190 units.  The Company acquired the complex on November 18, 1999 for
$4,150,000.  The Company also acquired an adjacent complex with 59 units on
January 8, 2001 for $1,681,000.  For the year ended June 30, 2001, real estate
taxes were approximately $153,000.  Depreciation is recorded on the straight-
line method, based upon an estimated useful life of 30 years.  The outstanding
mortgage balance was approximately $5,500,000 at June 30, 2001 and the
maturity date of the mortgage is November 9, 2001.

Los Angeles, California.  The Company owns two commercial properties, twelve
apartment complexes, and a single-family house in Los Angeles.

The first Los Angeles commercial property is a 5,500 square foot, two story
building that serves as the Company's corporate offices.  The Company acquired
the building on March 4, 1999 for $1,876,000. The property taxes for the year
ended June 30, 2001 were approximately $23,000.  Depreciation is recorded on
the straight-line method, based upon an estimated useful life of 30 years.
The outstanding mortgage balance was approximately $1,267,000 at June 30, 2001
and the maturity date of the mortgage is April 15, 2009.

The second Los Angeles commercial property is a 6,800 square foot commercial
building.  The Company acquired the building on September 15, 2000 for
$1,758,000. The property taxes for the year ended June 30, 2001 were
approximately $8,000.  Depreciation is recorded on the straight-line method,
based upon an estimated useful life of 39 years.  The outstanding mortgage
balance was approximately $863,000 at June 30, 2001 and the maturity date of
the mortgage is November 1, 2029.

The first Los Angeles apartment complex is a 10,600 square foot two-story
apartment with 12 units.  The Company acquired the property on July 30, 1999
at an initial cost of approximately $1,305,000.  For the year ended June 30,
2001, real estate property taxes were approximately $19,000.  Depreciation is
recorded on the straight-line method, based upon an estimated useful life of
30 years.  The outstanding mortgage balance was approximately $769,000 at June
30, 2001 and the maturity date of the mortgage is August 1, 2029.

                                                                Page 6 of 45
<PAGE>


The second Los Angeles apartment complex is a 29,000 square foot three-story
apartment with 27 units.  This complex is held by Intergroup Woodland Village,
Inc. ("Woodland Village"), which is 55.4% and 44.6% owned by Santa Fe and the
Company, respectively.  The property was acquired on September 29, 1999 at an
initial cost of approximately $4,075,000.  For the year ended June 30, 2001,
real estate property taxes were approximately $51,000.  Depreciation is
recorded on the straight-line method, based upon an estimated useful life of
30 years.  The outstanding mortgage balance was approximately $1,926,000 at
June 30, 2001 and the maturity date of the mortgage is October 1, 2029.

The third Los Angeles apartment complex is a 12,700 square foot apartment with
14 units.  The Company acquired the property on October 20, 1999 at an initial
cost of approximately $2,150,000.  For the year ended June 30, 2001, real
estate property taxes were approximately $20,000.  Depreciation is recorded on
the straight-line method, based upon an estimated useful life of 30 years.
The outstanding mortgage balance was approximately $1,134,000 at June 30, 2001
and the maturity date of the mortgage is November 1, 2029.

The fourth Los Angeles apartment complex is a 10,500 square foot apartment
with 10 units.  The Company acquired the property on November 10, 1999 at an
initial cost of approximately $1,675,000.  For the year ended June 30, 2001,
real estate property taxes were approximately $13,000.  Depreciation is
recorded on the straight-line method, based upon an estimated useful life of
30 years.  The outstanding mortgage balance was approximately $837,000 at June
30, 2001 and the maturity date of the mortgage is December 31, 2029.

The fifth Los Angeles apartment complex is a 26,100 square foot two-story
apartment with 31 units.  The Company acquired the property on May 26, 2000 at
an initial cost of approximately $7,500,000.  For the year ended June 30,
2001, real estate property taxes were approximately $84,000.  Depreciation is
recorded on the straight-line method, based upon an estimated useful life of
30 years.  The outstanding mortgage balance was approximately $2,286,000 at
June 30, 2001 and the maturity date of the mortgage is June 1, 2030.

The sixth Los Angeles apartment complex is a 27,600 square foot two-story
apartment with 30 units.  The Company acquired the property on July 7, 2000 at
an initial cost of approximately $4,411,000.  For the year ended June 30,
2001, real estate property taxes were approximately $26,000.  Depreciation is
recorded on the straight-line method, based upon an estimated useful life of
39 years.  The outstanding mortgage balance was approximately $2,735,000 at
June 30, 2001 and the maturity date of the mortgage is August 10, 2028.

The seventh Los Angeles apartment complex is a 3,000 square foot apartment
with 4 units.  The Company acquired the property on July 19, 2000 at an
initial cost of approximately $1,070,000.  For the year ended June 30, 2001,
real estate property taxes were approximately $6,000.  Depreciation is
recorded on the straight-line method, based upon an estimated useful life of
39 years.  The outstanding mortgage balance was approximately $456,000 at June
30, 2001 and the maturity date of the mortgage is August 1, 2030.

The eighth Los Angeles apartment complex is a 4,500 square foot two-story
apartment with 4 units.  The Company acquired the property on July 28, 2000 at
an initial cost of approximately $1,005,000.  For the year ended June 30,
2001, real estate property taxes were approximately $7,000.  Depreciation is
recorded on the straight-line method, based upon an estimated useful life of
39 years.  The outstanding mortgage balance was approximately $597,000 at June
30, 2001 and the maturity date of the mortgage is August 1, 2030.



                                                                  Page 7 of 45
<PAGE>

The ninth Los Angeles apartment complex is a 7,500 square foot apartment with
7 units.  The Company acquired the property on August 9, 2000 at an initial
cost of approximately $1,308,000.  For the year ended June 30, 2001, real
estate property taxes were approximately $14,000.  Depreciation is recorded on
the straight-line method, based upon an estimated useful life of 39 years.
The outstanding mortgage balance was approximately $676,000 at June 30, 2001
and the maturity date of the mortgage is August 15, 2030.

The tenth Los Angeles apartment complex is a 4,700 square foot two-story
apartment with 5 units.  The Company acquired the property on August 15, 2000
at an initial cost of approximately $997,000.  For the year ended June 30,
2001, real estate property taxes were approximately $9,000.  Depreciation is
recorded on the straight-line method, based upon an estimated useful life of
39 years.  The outstanding mortgage balance was approximately $498,000 at June
30, 2001 and the maturity date of the mortgage is September 15, 2030.

The eleventh Los Angeles apartment complex is a 32,800 square foot two-story
apartment with 24 units.  The Company acquired the property on March 8, 2001
at an initial cost of approximately $2,859,000.  For the year ended June 30,
2001, real estate property taxes were approximately $2,000.  Depreciation is
recorded on the straight-line method, based upon an estimated useful life of
39 years.  The outstanding mortgage balance was approximately $1,797,000 at
June 30, 2001 and the maturity date of the mortgage is April 1, 2031.

The twelfth Los Angeles apartment complex is a 13,000 square foot two-story
apartment with 8 units.  The Company acquired the property on May 1, 2001 at
an initial cost of approximately $1,206,000.  For the year ended June 30,
2001, real estate property taxes were approximately $1,000.  Depreciation is
recorded on the straight-line method, based upon an estimated useful life of
39 years.  The outstanding mortgage balance was approximately $592,000 at June
30, 2001 and the maturity date of the mortgage is November 1, 2029.

The Los Angeles single-family house is a 2,321 square foot home.  The Company
acquired the property on November 9, 2000 at an initial cost of approximately
$660,000.  Depreciation is recorded on the straight-line method, based upon an
estimated useful life of 39 years.  The outstanding mortgage balance was
approximately $486,000 at June 30, 2001 and the maturity date of the mortgage
is December 1, 2030.

San Francisco, California Hotel.

The San Francisco hotel property owned by Justice Investors is located near
the Financial District, one block from the Transamerica Pyramid.  Embarcadero
Center is within walking distance.  Chinatown is directly across the bridge
that runs from the hotel to Portsmouth Square Park.  The hotel is a
31-storied, steel and concrete, A-frame building which contains 566 guest
rooms situated on 22 floors.  One floor houses the Chinese Culture Center
pursuant to a long-term, nominal-rent lease, and three floors are devoted to a
reservation desk, lobby shops, dining room, coffee shop, hotel support
facilities, a fitness center, a guest business center, meeting and banquet
rooms and offices.  Other features of the Holiday Inn include a rooftop
swimming pool, 5-storied underground garage and pedestrian bridge across
Kearny Street connecting the hotel and the Chinese Culture Center with
Portsmouth Square Park in Chinatown.  The bridge, built and owned by the
partnership, is included in the lease to the Chinese Culture Center.

                                                                Page 8 of 45
<PAGE>

On March 15, 1995, Justice Investors entered into an amended and restated
lease with an effective date of January 1, 1995.  That lease was assumed by
Felcor, effective July 28, 1998.  The initial term of the new lease is for a
10-year term expiring on December 31, 2004. The lessee also has an option to
renew the lease for one additional term of five years which would extend the
lease to December 31, 2009.  The lease requires the lessee to pay an annual
rent of the greater of twenty percent (20%) of gross room revenues or
$2,500,000 plus fifty percent (50%) of total revenues from the demised
premises less operating expenses, base rent and capital requirements.

The lease also required the lessee and Justice Investors to make substantial
capital improvements and renovations to the hotel property. A rehabilitation
budget of more than $8 million was set forth in the new lease agreement, of
which the partnership was responsible for $2 million and the lessee was
responsible for the remainder.  As of June 30, 2000, the partnership had paid
all of its $2 million commitment.  Rehabilitation and renovation of the guest
rooms, hallways, elevators and safety systems was completed during 1999.

Under the terms of the lease, the lessee is responsible for all maintenance
and repairs to the property, certain capital improvements, taxes and
insurance.  In the opinion of management the property is adequately covered by
insurance.

The garage lease between the partnership and Evon provides for a monthly
rental of sixty percent (60%) of gross parking revenues with a minimum rent of
$21,750 per month.  That lease expires in November 2010.  The lessee is
responsible for insurance, repairs and maintenance, utilities and all taxes
assessed against the improvements to the leased premises.  The garage is
operated by Ampco Parking pursuant to a sublease agreement with Evon.


REAL ESTATE INVESTMENT POLICIES

The most significant investment activity of the Company has been to acquire,
renovate, operate and, when appropriate, sell income-producing real estate.
Through its marketable securities portfolio the Company has indirectly
invested in additional real estate related investments such as hotels, office
buildings and shopping centers where financial benefit could inure to its
shareholders.

The Company is presently looking for new real estate investment opportunities
and plans to continue to concentrate its real estate investments in developed
properties.  The acquisition of new real estate investments will depend on the
Company's ability to find suitable investment opportunities and the
availability of sufficient financing to acquire such investments.  The Company
plans to borrow funds to leverage its investment capital.  The amount of the
mortgage debt will depend on a number of factors including, but not limited
to, the availability of financing and the ability of projected property cash
flows to support its operations and debt service.


MORTGAGES

Information with respect to mortgage notes payable of the Company is set forth
in Note 6 of the Notes to Consolidated Financial Statements.



                                                             Page 9 of 45
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POTENTIAL RENTAL RATES AND PHYSICAL OCCUPANCY RATES

The Company leases units in its residential rental properties on a short-term
basis, with no lease extending beyond one year.  The effective annual rental
rate per unit (gross annual rental revenues based on 100% occupancy divided by
the total number of apartment units) and the occupancy rate (total gross
potential rent less vacancy loss divided by total gross potential rent) for
each of the Company's properties for fiscal year ended June 30, 2001 are
provided below.

                                    Effective Annual           Physical
         Property                 Rental Rate Per Unit      Occupancy Rate
         --------                 --------------------      --------------

         1.  Morris County, NJ            $11,148                 95%
         2.  St. Louis County, MO (1)     $ 5,608                 94%
         3.  St. Louis County, MO (2)     $ 8,067                 93%
         4.  Florence, KY                 $ 6,621                 94%
         5.  Irving, TX (1)               $ 7,722                 96%
         6.  Irving, TX (2)               $ 5,918                 93%
         7.  San Antonio, TX              $ 6,197                 89%
         8.  Houston, TX                  $ 6,370                 98%
         9.  Austin, TX                   $ 7,417                 57%
         10. Los Angeles, CA (1)          $15,719                100%
         11. Los Angeles, CA (2)          $17,414                 96%
         12. Los Angeles, CA (3)          $19,317                 93%
         13. Los Angeles, CA (4)          $20,942                 90%
         14. Los Angeles, CA (5)          $24,862                 90%
         15. Los Angeles, CA (6)          $22,997                 77%
         16. Los Angeles, CA (7)          $20,325                100%
         17. Los Angeles, CA (8)          $28,733                100%
         18. Los Angeles, CA (9)          $22,876                100%
         19. Los Angeles, CA (10)         $12,740                100%
         20. Los Angeles, CA (11)         $18,035                100%
         21. Los Angeles, CA (12)         $21,816                100%


MANAGEMENT OF THE PROPERTIES

All properties are managed by the Company.  The Company has a client service
agreement with a professional employer organization, which establishes  a
three-party relationship whereby the Company and the professional employer
organization act as co-employers of the employees who work at the properties.


MARKETABLE SECURITIES INVESTMENT POLICIES

The Company has invested in income producing instruments, equity and debt
securities, which may include interests in real estate based companies and
REITs, where financial benefit could inure to its shareholders through income
and/or capital gain.  Those investments are made under the supervision of the
Company's Securities Investment Committee, the Chairman of which is the
Company's Chairman of the Board and President.  The Company primarily will
invest in securities priced above $5.00 a share of companies listed on the New
York and American Stock Exchanges and The Nasdaq National Stock Market, Inc.
Although most of the Company's marketable securities investments are in
companies listed on those stock markets, the overall investment portfolio and
some of the Company's investment strategies could be viewed as risky and the
market values of the portfolio may be subject to large fluctuations.
                                                                 Page 10 of 45
<PAGE>
The Company may realize gains and losses in its overall investment portfolio
from time to time to take advantage of market conditions and/or manage the
portfolio's resources and the Company's tax liability.  The Company may also
assume short positions in marketable securities.  Short sales are used by the
Company to potentially offset normal market risks undertaken in the course of
its investing activities or to provide additional return opportunities.  The
Company may utilize margin for its marketable securities purchases through the
use of standard margin agreements with national brokerage firms.  The use of
available leverage is guided by the business judgment of management. The
Company may also use options and futures to hedge concentrated stock positions
and index futures to hedge against market risk and enhance the performance of
the Company's portfolio while reducing the overall portfolio's risk and
volatility.

On June 28, 2001, the Company and its subsidiaries Santa Fe and Portsmouth
entered into an agreement with an investment advisory company, which assumed
responsibility for the performance of the investment portfolios of the Company
and its subsidiaries Santa Fe and Portsmouth as of March 5, 2001.  The
agreement provides for a quarterly management fee calculated at one-fourth of
1% of the average value of the net assets in the account during each quarter.
The agreement also provides for certain performance based fees ranging from
2.5% to 10% on profits that exceed 11% of the opening account value.  The
Securities Investment Committee monitors the performance of the portfolios.
The agreement may be terminated by either party upon thirty days written
notice.

Marketable securities are stated at market value as determined by the most
recently traded price of each security at the balance sheet date.  During
1999, the Company increased the turnover of its investment portfolio and
engaged in increased trading activities designed to maximize the overall
return on investment activities in the near term. This resulted in portions of
the Company's investments in marketable securities being classified as
"trading" as defined by generally accepted accounting principles.  After
consultation with the Investment Committee of the Board of Directors,
management determined that the classification of the entire portfolio as
trading beginning July 1, 1999 would be more consistent with Company's overall
investment objectives and activities. As a result, beginning July 1, 1999, all
unrealized gains and losses on the Company's investment portfolio were
recorded through the statement of operations.

As Chairman of the Securities Investment Committee, the Company's President
and Chief Executive officer, John V. Winfield, oversees the investment
activity of the Company in public and private markets pursuant to authority
granted by the Board of Directors.  Mr. Winfield also serves as Chief
Executive Officer and Chairman of Santa Fe and Portsmouth and oversees the
investment activity of those companies.  Depending on certain market
conditions and various risk factors, the Chief Executive Officer, his family,

Santa Fe and Portsmouth may, at times, invest in the same companies in which
the Company invests.  The Company encourages such investments because it
places personal resources of the Chief Executive Officer and his family
members, and the resources of Santa Fe and Portsmouth, at risk in connection
with investment decisions made on behalf of the Company.  As discussed above,
the Company has entered into an agreement with an investment advisory company,
which management believes will increase efficiencies in the management of its
securities investments.

                                                                 Page 11 of 45
<PAGE>


Item 3.  Legal Proceedings

The following is furnished to update information previously reported in the
Company's Annual Report on Form 10-KSB for the fiscal year ended June 30, 2000
and in its Quarterly Report on Form 10-QSB for the quarterly periods ended
September 30, 2000, December 31, 2000 and March 31, 2001.

Howard A. Jaffe v. The InterGroup Corporation, et al., Case No. BC188323,
filed on March 27, 1998 in the Los Angeles County Superior Court.  As
previously reported, on December 14, 2000, after review and recommendation by
a special litigation committee of the Board of Directors, the Company agreed
to settle this case without any admission of liability for $2,600,000.  The
settlement was paid in installments, with the final payment made on June 28,
2001 and a dismissal of the action was filed on June 29, 2001.  The Company
has also received payment from one of its insurance carriers in the amount of
$675,000, which was applied to the cost of the settlement.

As previously reported, the Company believes that it has a reasonable basis
for claims against its other insurance carrier for its costs of defense of the
Jaffe action and for indemnification for all or part of the settlement amount.
On February 2, 2001, that insurance carrier filed a Complaint for Declaratory
Relief respecting those claims entitled, Continental Casualty Company v. The
InterGroup Corporation and John V. Winfield, in the United States District
Court for the Central District of California as Case No. 01-01034.  The
Company and Mr. Winfield have filed an answer, affirmative defenses and
counter-claims for breach of written contract, tortuous breach of the implied
covenant of good faith and fair dealing and for promissory fraud.  In
response, Continental Casualty Company ("CNA") filed a motion to dismiss the
counterclaims, which was denied in part and granted in part with leave to
amend. The case is in its very early stages of discovery and the Company can
not reasonably predict the outcome at this time.

Guinness Peat Group plc, et al. v. Robert N. Gould, et al., Case No. 685760,
filed on February 22, 1995 in the Superior Court of the State of California
for the County of San Diego.  As previously reported, the Company was awarded
its attorneys' fees and costs as the prevailing party in that litigation and
on appeal.  On June 30, 2000, the Company received $250,000 on a security bond
posted by plaintiffs and on October 13, 2000 received an additional $222,754
as a result of levying on certain accounts of plaintiffs.

On January 21, 2000, the Court of Appeal also affirmed an award of attorneys'
fees and costs in favor of the Company's subsidiary, Santa Fe, and the
director defendants in the amount of $936,000, plus interest at the statutory
rate of 10%.  On November 2, 2000, Santa Fe received $1,188,618 from
plaintiffs, which represented the total amount of attorneys' fees and accrued
interest due on its original judgment.  On January 5, 2001, the Company's
subsidiary, Santa Fe was awarded an additional $84,092 in attorneys' fees and
costs incurred in successfully defending its judgment on appeal.  On March 22,
2001, the Company received payment in the amount of $91,387 in satisfaction of
all remaining amounts due to it for attorneys' fees, interest and collection
costs.

City of St. Louis, Missouri v. The InterGroup Corporation, Intergroup
Bridgeton, Inc., et al., Circuit Court of St. Louis County, State of Missouri,
Cause No. 01CC000945.  This is a condemnation action filed on April 17, 2001,
whereby the City of St. Louis sought to acquire the Company's 176 unit
apartment complex located in St. Louis, Missouri by eminent domain for an
airport expansion.

                                                               Page 12 of 45
<PAGE>

Following a hearing, a Commissioners' Report was filed on August 2, 2001
awarding the Company the amount of $13,862,000 and granting the City of Saint
Louis permission to take possession of the property.  On August 10, 2001, the
City of St. Louis filed Exceptions to Commissioners' Report challenging the
amount of the award to the Company and requesting a jury trial on the matter.
It is expected that such a trial will take place within a year.  If the matter
does go to trial and a jury returns with a verdict less than the
Commissioners' award, the Company will be obligated to pay back the difference
together with interest of 6% per annum up to the date of the verdict and 9%
thereafter.

7709 Lankershim Ltd. v. Carreon Villa Apartments I, et al., Riverside County
Superior Court Case No. 088325 was filed on March 27, 1996 against the Company
and others.  The action arises out of alleged construction defects in two
Indio, California apartment complexes formerly owned by the Company. The
Complaint alleges damages in an amount of $2,000,000   The Company filed
cross-complaints against numerous sub-contractors.  Following a successful
mediation, a settlement was reached in the case on March 1, 2001.  The case
was settled with no financial exposure to the Company, other than a nominal
payment of $4,000 to one of its insurance carriers to settle a disputed
coverage issue.

Rodney John Young, Wayne M. Prosser and Matthew Prosser v. The InterGroup
Corporation, et al., Case No. 98-209048 in the Circuit Court of St. Louis,
Missouri.  After a successful mediation, this action was settled by the
Company's insurance carriers with no financial exposure to the Company.


The Company is a defendant or co-defendant in various other legal actions
involving various claims incident to the conduct of its business.  Most of
these claims are covered by insurance.  Management does not anticipate the
Company to suffer any material liability by reason of such actions.



Item 4.  Submission of Matters to a Vote of Security Holders.

None.

                               PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.

The Company's Common Stock is traded on The National Market System of the
Nasdaq Stock Market, Inc. ("Nasdaq-NMS") and is also listed on the Pacific
Exchange, Inc.  The following table sets forth the high and low sales prices
(adjusted for stock splits) for the Company's common shares for each quarter
of the last two fiscal years as reported by the National Quotation Bureau
Incorporated or Nasdaq, Inc.


Fiscal 2001                           High                Low
-----------                           ----                ----
First Quarter 7/1 - 9/30             $24.00              $18.75
Second Quarter 10/1 - 12/31          $21.00              $18.87
Third Quarter 1/1 - 3/31             $20.87              $18.75
Fourth Quarter 4/1 - 6/30            $20.00              $16.00

                                                              Page 13 of 45
<PAGE>

Fiscal 2000                           High                Low
-----------                           ----                ----
First Quarter 7/1 - 9/30             $12.25              $11.67
Second Quarter 10/1 - 12/31          $19.33              $15.00
Third Quarter 1/1 - 3/31             $21.87              $14.00
Fourth Quarter 4/1 - 6/30            $22.37              $16.00

As of June 30, 2001, there were approximately 783 shareholders of record.

DIVIDENDS

The Company has not declared any cash dividends on its common stock and does
not foresee issuing cash dividends in the near future.


Item 6. Management Discussion and Analysis of Financial Condition
        and Results of Operations.

INTRODUCTION

The discussion below and elsewhere in the Report includes forward-looking
statements about the future business results and activities of the Company,
which, by their very nature, involve a number of risks and uncertainties. When
used in this discussion, the words "estimate", "project", "anticipate" and
similar expressions, are subject to certain risks and uncertainties, such as
the impact of terrorism and war on the national and international economies,
including tourism and the securities markets, changes in general economic
conditions, local real estate markets, and competition, as well as
uncertainties relating to uninsured losses, securities markets, and
litigation, including those discussed below that could cause actual results to
differ materially from those projected.  Readers are cautioned not to place
undue reliance on these forward-looking statements.  The Company undertakes no
obligation to publicly release the results of any revisions to those forward-
looking statements, which may be made to reflect events or circumstances after
the date hereof or to reflect the occurrence of unanticipated events.


RESULTS OF OPERATIONS

For the Year Ended June 30, 2001 as compared to June 30, 2000.

Income from real estate operations was $166,000 for the year ended June 30,
2001 compared to $12,581,000 for the year ended June 30, 2000.  The decrease
was primarily attributable to the decrease in gains on sale of real estate and
to increases in rental expenses, which were partially offset by an increase in
rental income.  During the year ended June 30, 2000, the Company sold four
properties located in St. Louis, Missouri, Middleton, Ohio, Cincinnati, Ohio,
and San Antonio, Texas, respectively, for a total of $17,596,000 and realized
a total gain on sale of real estate of $11,837,000.  During the year ended
June 30, 2001, the Company did not sell any properties.
The increase in rental income to $13,151,000 from $11,817,000 was primarily
due to a $888,000 increase in total rental income from the apartment complexes
in Austin Texas, Houston Texas, Morris New Jersey, and St. Louis Missouri.
These apartment complexes had higher rents and reduced vacancies during the
year ended June 30, 2001.  In addition, the properties purchased during fiscal
year 2001 had total rental income of $1,329,000, which was partially offset by
an apartment complex sold in fiscal year 2000 that had total rental income of
$1,079,000.
                                                               Page 14 of 45
<PAGE>
The increase in mortgage interest expenses to $3,813,000 from $2,848,000 was
primarily due to the increase in mortgage payable to $58,532,000 from
$41,656,000.

The increase in real estate taxes to $1,237,000 from $1,016,000 and
depreciation expense to $2,415,000 from $1,994,000 was primarily due to the
purchase of additional real estate properties during the year ended June 30,
2001.

The decrease in equity in net income of Justice Investors to $3,928,000 from
$3,935,000 was primarily attributable to the decrease in occupancy of the
hotel, offset by the increase in average room rate during the current fiscal
year.

The Company had a loss from investment transactions of $2,184,000 for the year
ended June 30, 2001 as compared to income of $20,052,000 for the year ended
June 30, 2000.  The change in income(loss) from investment transactions was
primarily due to the decrease in net investment gains to $86,000 from
$20,968,000 and decrease in interest and dividend income to $1,563,000 from
$2,150,000.  In addition, margin interest, trading and management expenses
increased to $3,833,000 from $3,066,000.

The decrease in net investment gains to $86,000 from $20,968,000 was primarily
due to inclusion of a reclassification of holding gains on marketable
securities during the year ended June 30, 2000.  During fiscal year 2000, the
Company reclassified its accumulated unrealized holding gains on marketable
securities of $13,467,000 from the balance sheet to earnings.  The unrealized
holding gains were accumulated over the years up to June 30, 1999 and
recognized in the earnings for the year ended June 30, 2000.  In addition, the
decrease also reflects the decline in the market value of the Company's
investment portfolio.  The Company had net unrealized losses of $5,812,000 and
net realized gains of $5,898,000 during the year ended June 30, 2001.
Investment gains and losses on marketable securities may fluctuate
significantly from period to period in the future and could have a significant
impact on the Company's net earnings.  However, the amount of investment gains
or losses on marketable securities for any given period may have no predictive
value and variations in amount from period to period may have no analytical
value.

The decrease in dividend and interest income to $1,563,000 from $2,150,000 was
primarily due to a decrease of income producing securities in the Company's
investment portfolio, which consisted mainly of equity securities.

The increase in margin interest, trading and management expenses to $3,833,000
from $3,066,000 was primarily due to inclusion of the $378,000 interest
expense related to the $4,000,000 line of credit obtained in September, 2000
and the $1,270,000 second mortgage on the Kentucky property obtained in August
2000.  The Company also paid investment advisory fees of $275,000 during the
year ended June 30, 2001.  There were no such fees in fiscal year 2000.
Additionally, margin interest expense increased by $100,000 due to the
maintenance of higher average daily margin balances during the year ended June
30, 2001.

The decrease in general and administrative expenses to $1,619,000 from
$1,868,000 was primarily due to a reduction in computer and other
miscellaneous expenses due to more efficient usage of resources.


                                                              Page 15 of 45
<PAGE>


Other income/(loss) changed to an expense of $1,047,000 from income of
$1,350,000 as a result of settlement expenses of $2,600,000 and approximately
$600,000 of legal fees related to the Jaffe Case.  The expenses were offset by
a $675,000 payment the Company received from one of its insurance carriers
that was applied to the cost of the settlement.  During the year ended June
30, 2001, the Company also received $1,412,000 in award of attorney's fees
related to Guinness Peat case.  During the year ended June 30, 2000, other
income included the receipt of a $1,000,000 settlement related to a disputed
claim pertaining to certain royalty rights held by the Company.

The provision for income taxes changed to a tax benefit of $308,000 from an
expense of $15,934,000 due to the loss before taxes incurred during the year
ended June 30, 2001.

Minority interest decreased to $2,063,000 from $2,862,000 as a result of the
decrease in income generated by the Company's subsidiary.


FINANCIAL CONDITION AND LIQUIDITY

The Company's cash flows are generated primarily from its real estate
activities, sales of investment securities and borrowings related to both.
The Company generated cash flow of $1,841,000 from operating activities, used
net cash flow of $17,460,000 for investing activities, and generated net cash
flow of $15,837,000 from financing activities during the year ended June 30,
2001.

During the year ended June 30, 2001, the Company improved properties in the
aggregate amount of $2,622,000. Management believes the improvements to the
properties should enhance market values, maintain the competitiveness of the
Company's properties and potentially enable the Company to obtain a higher
yield through higher rents.

The Company's Board of Directors has given the Company the authority to
repurchase, from time to time, up to a total of 333,000 shares of its Common
Stock.  Such repurchases may be made at the discretion of management and
depending upon market conditions.  During the year ended June 30, 2001, the
Company acquired an additional 46,255 shares of its Common Stock for $912,000.

The events of September 11, 2001, had a dramatic impact on the domestic and
global economies resulting in a significant decline in securities markets.
Although the Company's investment portfolio felt part of that impact,
management anticipates that its net cash flow from real estate operations,
securities transactions and real estate financing activities will be
sufficient to fund any property acquisitions, property improvements, debt
service requirements and operating expenses in fiscal year 2002.  Management
also anticipates that the net cash flow generated from future operating
activities will be sufficient to meet its long-term debt service requirements.


IMPACT OF INFLATION

The Company's residential and commercial rental properties provide income from
short-term operating leases and no lease extends beyond one year.  Rental
increases are expected to offset anticipated increased property operating
expenses.

                                                                Page 16 of 45
<PAGE>



The Company's revenue from its interest in Justice is primarily dependent on
hotel revenues.  Hotel room rates are typically impacted by supply and demand
factors, not inflation, because rental of a hotel room is usually for a
limited number of nights.  Room rates are usually adjusted to account for
inflationary cost increases, therefore; the impact of inflation should be
minimal.


Item 7.  Financial Statements.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS                             Page
                                                                       ----
Report of Independent Accountants                                       16

Consolidated Balance Sheet at June 30, 2001                             17

Consolidated Statements of Operations and Comprehensive
  Income for the years ended June 30, 2001 and June 30, 2000            18

Consolidated Statements of Shareholders' Equity for the years
  ended June 30, 2001 and June 30, 2000                                 19

Consolidated Statements of Cash Flows for the years ended
  June 30, 2001 and June 30, 2000                                       20

Notes to Consolidated Financial Statements                              21


                                                                Page 17 of 45
<PAGE>



REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and the Shareholders of
The Intergroup Corporation

In our opinion, based on our audit, the accompanying balance sheet and the
related statements of income and comprehensive income, of cash flows, and of
changes in shareholders' equity present fairly, in all material respects, the
financial position of The InterGroup Corporation at June 30, 2001, and the
results of its operations and its cash flows for the years ended June 30, 2001
and 2000, in conformity with accounting principles generally accepted in the
United States of America.  These financial statements are the responsibility
of the Company's management; our responsibility is to express an opinion on
these financial statements based on our audit.  We conducted our audit of
these statements in accordance with auditing standards generally accepted in
the United States of America, which require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation.  We
believe that our audit provides a reasonable basis for our opinion.


/s/ PricewaterhouseCoopers LLP


Los Angeles, California
September 21, 2001


                                                                Page 18 of 45
<PAGE>


                        THE INTERGROUP CORPORATION
                        CONSOLIDATED BALANCE SHEET

As of June 30,                                                 2001
                                                            -----------
                             ASSETS

Investment in real estate, at cost:
 Land                                                     $  24,552,000
 Buildings, improvements and equipment                       51,988,000
 Property held for sale or development                          614,000
                                                            -----------
                                                             77,154,000
 Less: accumulated depreciation                             (15,817,000)
                                                            -----------
                                                             61,337,000
Investment in Justice Investors                              10,859,000
Cash and cash equivalents                                       878,000
Restricted cash                                               1,142,000
Investment in marketable securities                          43,832,000
Other investments                                               893,000
Prepaid expenses and other assets                             1,742,000
                                                            -----------
        Total Assets                                      $ 120,683,000
                                                            ===========
                  LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
 Mortgage notes payable                                   $  58,532,000
 Obligation for securities sold                              18,677,000
 Due to securities brokers                                    2,867,000
 Accounts payable and other liabilities                       4,597,000
 Deferred income taxes                                        5,985,000
                                                             ----------
        Total Liabilities                                    90,658,000
                                                             ----------
Minority Interest                                            13,080,000
                                                             ----------
Commitments and Contingencies

Shareholders' Equity:
Preferred stock, $.01 par value, 2,500,000 shares
  authorized; none issued                                             -
Common stock - Class A, $.01 par value, 2,500,000
  shares authorized: none issued                                      -
Common stock, $.01 par value, 4,000,000 shares
  authorized; 2,129,288 shares issued and 1,886,732
  outstanding                                                    21,000
Additional paid-in capital                                    8,686,000
Retained earnings                                            13,299,000
Note receivable - stock options                              (1,438,000)
Treasury stock, at cost, 242,556 shares                      (3,623,000)
                                                            -----------
        Total Shareholders' Equity                           16,945,000
                                                            -----------
        Total Liabilities and Shareholders' Equity         $120,683,000
                                                            ===========

The accompanying notes are an integral part of the consolidated financial
statements.
                                                          Page 19 of 45
<PAGE>
<TABLE>
<CAPTION>
                      THE INTERGROUP CORPORATION
      CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

<S>                                                 <C>              <C>
For the Year Ended June 30,                              2001             2000
Real estate operations:                              -----------      -----------
 Rental income                                      $ 13,151,000     $ 11,817,000
 Rental expenses:
  Mortgage interest expense                           (3,813,000)      (2,848,000)
  Property operating expenses                         (5,520,000)      (5,215,000)
  Real estate taxes                                   (1,237,000)      (1,016,000)
  Depreciation                                        (2,415,000)      (1,994,000)
                                                     -----------      -----------
                                                         166,000          744,000
  Gain on sale of real estate                                  -       11,837,000
                                                     -----------      -----------
  Income from real estate operations                     166,000       12,581,000
                                                     -----------      -----------

Equity in net income of Justice Investors              3,928,000        3,935,000
                                                     -----------      -----------
Investment transactions:
 Dividend and interest income                          1,563,000        2,150,000
 Net investment gains                                     86,000       20,968,000
 Margin interest, trading and management expenses     (3,833,000)      (3,066,000)
                                                     -----------      -----------
   Income(loss) from investment transactions          (2,184,000)      20,052,000
                                                     -----------      -----------
Other income(expenses):
 General and administrative expenses                  (1,619,000)      (1,868,000)
 Miscellaneous (expense)income                        (1,047,000)       1,350,000
                                                     -----------      -----------
   Other expenses                                     (2,666,000)        (518,000)
                                                     -----------      -----------
Income(loss)before provision for income taxes           (756,000)      36,050,000

Provision for income tax (expense)benefit                308,000      (15,934,000)

Minority interest                                     (2,063,000)      (2,862,000)
                                                     -----------      -----------
Net income(loss)                                    $ (2,511,000)    $ 17,254,000
                                                     ===========      ===========
Basic earnings(loss) per share                      $      (1.31)    $       8.75
                                                     ===========      ===========
Weighted average number of shares outstanding          1,922,065        1,971,322
                                                     ===========      ===========
Diluted earnings(loss) per share                    $      (1.31)    $       8.13
                                                     ===========      ===========
Diluted weighted average number of shares
 outstanding                                           1,922,065        2,121,022
                                                     ===========      ===========
Comprehensive income(loss):
    Net income(loss)                                $ (2,511,000)    $ 17,254,000
    Income tax benefit related to
     other comprehensive income                                -        5,387,000
    Adjustment for reclassification of the
     accumulated unrealized holding gains
     prior to July 1, 1999 to current earnings                 -      (13,467,000)
                                                     -----------      -----------

    Comprehensive income(loss)                      $ (2,511,000)    $  9,174,000
                                                     ===========      ===========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
                                                          Page 20 of 45
<PAGE>


<TABLE>
<CAPTION>

                                THE INTERGROUP CORPORATION
                       CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY



                                                    Accumulated
                                                    other
                            Additional  Retained    comprehensive                Note
                   Common   paid-in     earnings    income,         Treasury     receivable
                   stock    capital     (deficit)   net of taxes    stock        options      Total
                   ------   ---------   ---------   ------------    -----------  -----------  ----------
<S>               <C>      <C>         <C>         <C>             <C>          <C>          <C>
Balance at
 June 30, 1999    $21,000  $8,686,000 $(1,444,000)  $ 8,080,000   $(1,355,000) $(1,438,000)  $12,550,000

Net income                             17,254,000                                             17,254,000

Purchase of
 treasury stock                                                    (1,356,000)                (1,356,000)


Unrealized holding
 gain on marketable
 securities,
 net of tax                                           (8,080,000)                             (8,080,000)
                   -------  ---------   ---------    -----------    ----------    ---------   ----------
Balance at
 June 30, 2000    $21,000  $8,686,000 $15,810,000   $          -  $(2,711,000) $(1,438,000)  $20,368,000

Net loss                               (2,511,000)                                            (2,511,000)

Purchase of
 treasury stock                                                      (912,000)                  (912,000)

                   -------  ---------   ---------    -----------    ----------    ---------   ----------
Balance at
 June 30, 2001     $21,000 $8,686,000 $13,299,000   $          -   $(3,623,000) $(1,438,000) $16,945,000
                   =======  =========  ==========     ==========    ==========    =========   ==========
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.



                                                              Page 21 of 45
<PAGE>


<TABLE>
<CAPTION>
                         THE INTERGROUP COPORATION
                     CONSOLIDATED STATEMENTS OF CASH FLOWS


For the Year Ended June 30,                        2001           2000
                                               -----------    -----------
<S>                                            <C>            <C>
Cash flows from operating activities:
Net income(loss)                               $(2,511,000)   $17,254,000
Adjustments to reconcile net income(loss)
 to cash provided by operating
 activities:
  Depreciation of real estate                    2,415,000      1,994,000
  Gain on sale of real estate                            -    (11,837,000)
  Equity in net income of Justice Investors     (3,928,000)    (3,935,000)
  Net unrealized (gain)loss on investments       5,812,000    (15,266,000)
  Minority interest                              2,063,000      2,862,000
  Changes in assets and liabilities:
   Restricted cash                                (161,000)       478,000
   Prepaid expenses and other assets               336,000      1,895,000
   Investment in marketable securities          37,183,000    (27,945,000)
   Other investments                               (76,000)     2,194,000
   Accounts payable and other liabilities        2,471,000     (1,298,000)
   Due to securities broker                    (27,109,000)    12,220,000
   Obligations for securities sold             (10,689,000)    15,418,000
   Deferred taxes                               (3,965,000)     6,455,000
                                               -----------   ------------
Net cash provided by operating activities        1,841,000        489,000
                                               -----------   ------------
Cash flows from investing activities:
  Additions to buildings, improvements and
   equipment                                    (2,622,000)    (1,476,000)
  Investment in real estate                    (19,228,000)   (20,978,000)
  Proceeds from sale of real estate                      -     17,596,000
  Investment in Portsmouth                          (2,000)      (199,000)
  Distributions from Justice Investors           4,392,000      3,416,000
                                               -----------    -----------
Net cash used in investing activities          (17,460,000)    (1,641,000)
                                               -----------    -----------
Cash flows from financing activities:
  Principal payments on mortgage notes payable  (4,429,000)    (9,360,000)
  Borrowings from mortgage notes payable        17,305,000     14,141,000
  Increase(decrease) in line of credit
   borrowings                                    4,000,000     (2,000,000)
  Dividends paid to minority shareholders         (127,000)      (127,000)
  Purchase of treasury stock                      (912,000)    (1,356,000)
                                               -----------    -----------
Net cash provided by financing activities       15,837,000      1,298,000
                                               -----------    -----------
Net increase in cash and cash
 equivalents                                       218,000        146,000
Cash and cash equivalents at beginning of
 period                                            660,000        514,000
                                               -----------    -----------
Cash and cash equivalents at end of period     $   878,000    $   660,000
                                               ===========    ===========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.


THE INTERGROUP CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  Business and Significant Accounting Policies and Practices:

Description of the Business

The InterGroup Corporation ("InterGroup" or the "Company") was formed to buy,
develop, operate and dispose of real property and to engage in various
investment activities to benefit the Company and its shareholders.

As of June 30, 2001 and 2000, the Company had the power to vote 54.9% and
54.3%, respectively, of the voting shares of Santa Fe Financial Corporation
("Santa Fe"), a public company (Nasdaq SmallCap: SFEF).  Santa Fe's revenue is
primarily generated through the management of its 68.8% owned subsidiary,
Portsmouth Square, Inc. ("PSI"), which derives its revenue primarily as a
general partner and a 49.8% limited partner in Justice Investors ("Justice"),
a California limited partnership.  Justice owns the land, improvements and
leaseholds known as the Holiday Inn Financial District/Chinatown, a 566-room
hotel in San Francisco, California.  On June 30, 1998, the Company's Chairman
and President entered into a voting trust giving the Company the power to vote
the shares of Santa Fe common stock that he owned.  As a result of this
agreement, the Company had the power to vote on an additional 3.9% of the
voting shares of Santa Fe.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the
Company and its majority-owned subsidiaries.  Material intercompany
transactions and balances have been eliminated in consolidation. Investments
in companies in which the Company maintains an ownership interest of 20% to
50% or exercises significant influence are accounted for under the equity
method. The cost method is used where the Company maintains ownership interest
of less than 20% and does not exercise significant influence over the
investee.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities as of the date of the financial statements
and the reported amounts of revenue and expenses during the reporting period.
Actual results could differ from those estimates.

Investment in Real Estate

Investments in real estate are stated at cost.  Depreciation of buildings,
improvements and equipment is provided on the straight-line method based upon
estimated useful lives of five to forty years for buildings and improvements
and five to ten years for equipment.  Expenditures for repairs and maintenance
are charged to expense as incurred and improvements are capitalized.

The Company reviews for the impairment of its rental property assets whenever
events or changes in circumstances indicate that the carrying amount of an
asset may not be recoverable.  If expected future cash flows (undiscounted and
excluding interest costs) are less than the carrying value of the rental
asset, the asset is written down to its fair value.  The estimation of
expected future net cash flows is inherently uncertain and relies to a
considerable extent on assumptions regarding current and future economic and
market conditions, and the availability of capital. If, in future periods,
there are changes in the estimates or assumptions incorporated into the
impairment review analysis, the changes could result in an adjustment to the
carrying amount of the long-lived asset. No impairment losses have been
recorded in fiscal year 2001 or 2000.

Cash and Cash Equivalents

The Company considers all highly liquid financial instruments purchased with
an original maturity of three months or less to be cash equivalents.

Restricted Cash

Restricted cash is comprised of amounts held by lenders for payment of real
estate taxes, insurance, replacement reserves for the operating properties and
tenant security deposits that are invested in certificates of deposit.

Marketable Securities

Marketable securities are stated at market value as determined by the most
recently traded price of each security at the balance sheet date.  Marketable
securities are classified as trading securities with all unrealized gains and
losses on the Company's investment portfolio recorded through the income
statement.

The cost of marketable securities sold is determined by the specific
identification method.

Obligation for Securities Sold

Obligation for securities sold represents the fair market value of shares sold
with the promise to deliver that security at some future date and the fair
market value of shares underlying the written call options with the obligation
to deliver that security when and if the option is exercised.  The obligation
may be satisfied with current holdings of the same security or by subsequent
purchases of that security.  Unrealized gains and losses from changes in the
obligation are included in earnings.

Rental Income

Rental income is recognized as earned.  Revenue recognition from apartment
rentals commences when an apartment unit is placed in service and occupied by
a rent-paying tenant.

The Company adopted SEC Staff Accounting Bulletin (SAB) 101, which did not
have an impact on the Company's method of accounting for revenue.

Income Taxes

Deferred income taxes are determined using the liability method.  A deferred
tax asset or liability is determined based on the difference between the
financial statement and tax basis of assets and liabilities as measured by
statutory tax rates.  Deferred tax expense is the result of changes in the
asset and/or liability for deferred taxes.






Fair Value of Financial Instruments

The carrying amount of cash and cash equivalents, restricted cash, marketable
securities, other investments, prepaid expenses and other assets, accounts
payable and other liabilities approximates fair value.  The fair value of
mortgage notes payable is estimated using discounted cash flows of future
payments based on the borrowing rates available to the Company for debt with
similar terms and maturities.

Stock-Based Compensation Plans

Statement of Financial Accounting Standards No. 123 (SFAS 123), Accounting for
Stock-Based Compensation, encourages all entities to adopt a fair value based
method of accounting for employee stock compensation plans, whereby
compensation cost is measured at the grant date based the value of the award
and is recognized over the service period, which is usually the vesting
period.  However, it also allows an entity to continue to measure compensation
cost for those plans using the intrinsic value based method of accounting
prescribed by Accounting Principles Board Opinion No.25 (APB 25), Accounting
for Stock Issued to Employees, whereby compensation cost is the excess, if
any, of the quoted market price of the stock at the grant date (or other
measurement date) over the amount an employee must pay to acquire the stock.
Stock options issued under the Company's stock option plan have no intrinsic
value at the grant date, and under APB 25 no compensation cost is recognized.
The Company has elected to continue with the accounting methodology in APB 25
and, as a result, has provided pro form disclosures of net income and earnings
per share and other disclosures, as if the fair value based method of
accounting had been applied.

Earnings Per Share

Basic earnings per share is computed by dividing net income available to
common stockholders by the weighted average number of common shares
outstanding.  The computation of diluted earnings per share is similar to the
computation of basic earnings per share except that the weighted-average
number of common shares is increased to include the number of additional
common shares that would have been outstanding if potential dilutive common
shares had been issued.  The Company's only potentially dilutive common shares
are stock options.  Stock options are included in diluted earnings per share
by application of the treasury stock method.  As the Company reported a loss
for the year ended June 30, 2001, the inclusion of potentially dilutive common
shares related to stock options (189,600 shares at June 30, 2001), would be
anti-dilutive.  Therefore, basic and diluted earnings per share for the year
ended June 30, 2001 are the same.

Recently Issued Accounting Standards

In July, 2001, the Financial Accounting Standard Board issued Statements on
Financial Accounting Standards (SFAS) No. 141 (Business Combination) and 142
(Goodwill and Other Intangible Assets).  SFAS No. 141 among other things
eliminates the use of the pooling of interest method of accounting for
business combination.  Under the provision of SFAS No. 142, goodwill will no
longer be amortized, but will be subject to a periodic test for impairment
based upon fair value.  SFAS No. 141 is effective for all business
combinations initiated after June 30, 2001.  SFAS No. 142 must be adopted in
the first quarter of fiscal years beginning after December 15, 2001.  The
Company does not expect that the adoption of these statements will have a
material impact on the Company's financial statements.

2.  Investment in Real Estate:

At June 30, 2001, the Company's investment in real estate consisted of
properties located throughout the United States.  These properties include
twenty one apartment complexes, a commercial real estate property, a single-
family house as a strategic investment, and a commercial real estate property
that serves as the Company's corporate headquarters.  The Company wholly owns
all properties above.  The Company also owns an apartment complex together
with its majority owned subsidiary Santa Fe.  All apartment complexes are
completed, operating properties.  The commercial real estate property and
single-family home are being prepared for operation.

In May 2001, the Company purchased an apartment complex located in Los
Angeles, California for $1,203,000.  To finance the purchase, the Company
obtained a $592,000 mortgage note.

In March 2001, the Company purchased an apartment complex located in Los
Angeles, California for $2,859,000.  To finance the purchase, the Company
obtained a $1,800,000 mortgage note.

In January 2001, the Company purchased an apartment complex located in Austin,
Texas for $1,681,000.  To finance the purchase, the Company obtained a
$2,243,000 mortgage note, which included $500,000 for capital improvement.

In November 2000, the Company purchased a single-family home as a strategic
investment in real estate in Los Angeles, California for $660,000. To finance
the purchase, the Company obtained a $487,500 mortgage note.

In November 2000, the Company purchased an apartment complex located in
Irving, Texas for $1,980,000.  As part of the purchase, the Company assumed a
$1,233,000 mortgage note.

In September 2000, the Company purchased a commercial real estate property
located in Los Angeles, California for $1,758,000.  As part of the purchase,
the Company assumed an $875,000 mortgage note.

In August 2000, the Company purchased two apartment complexes located in Los
Angeles, California for a total of $2,305,000. To finance the purchases, the
Company obtained two mortgage notes aggregating $1,180,000.

In August 2000, the Company obtained a second mortgage on one of its
properties in the amount of $1,270,000.  In the same period, the Company
refinanced one of its mortgage notes in the amount of $3,787,000 and obtained
a new mortgage note payable in the amount of $3,800,000 and entered into a
line of credit agreement with an available balance of $4,000,000. Both the
$3,800,000 mortgage note and the $4,000,000 line of credit are collateralized
by the same property.  As of June 30, 2001, the outstanding balance on the
line of credit was $4,000,000.

In July 2000, the Company purchased three apartment complexes located in Los
Angeles, California for a total of $6,487,000. To finance the purchases, the
Company obtained three mortgage notes aggregating $3,824,000.


3.  Marketable Securities:

Marketable securities are stated at market value as determined by the most
recently traded price of each security at the balance sheet date. During
fiscal year 1999, the Company increased the turnover of its investment
portfolio and engaged in increased trading activities designed to maximize the
overall return on investment activities in the near term. This resulted in
portions of the Company's investments in marketable securities being
classified as "trading" as defined by generally accepted accounting
principles.  After consultation with the Investment Committee of the Board of
Directors, management determined that the classification of the entire
portfolio as trading beginning July 1, 1999 would be more consistent with
Company's overall investment objectives and activities. As a result, all
unrealized gains and losses on the Company's investment portfolio were
recorded through the statement of operations.

For the year ended June 30, 2001, net gains on marketable securities of
$86,000 included net unrealized losses of $5,812,000 and net realized gains of
$5,898,000.  For the year ended June 30, 2000, net gains on marketable
securities of $20,968,000 included net unrealized gains of $15,266,000 and net
realized gains of $5,702,000.

The Company may utilize margin for its marketable securities purchases through
the use of standard margin agreements with national brokerage firms.  The use
of available leverage is guided by the business judgment of management.

Other investments primarily consist of investments in corporations and
securities that are not traded on any exchange.  Other investments are stated
at cost, net of reserve for loss of $1,196,000.


Financial Instruments and Risk Management

The Company uses option contracts to hedge its investments in the underlying
common stock.  The purpose of the hedge is to protect against adverse
movements in the underlying stock price and market exposure.  As of June 30,
2001, the proceeds received and the fair market value of the obligation
aggregated $5,185,000 and $3,346,000, respectively. All unrealized gains or
losses related to options are included in current earnings.


4.  Investment in Justice Investors:

The consolidated accounts include a 49.8% interest in Justice Investors
("Justice"), a limited partnership.  Justice owns the land improvements and
leasehold known as the Financial District Holiday Inn, a 566-room hotel in San
Francisco, California.  Portsmouth is both a general and limited partner in
Justice that oversees operations and shares management responsibilities.
Portsmouth records its investment in Justice on the equity basis.

Condensed financial statements for Justice Investors are as follows:










                     CONDENSED BALANCE SHEET

As of June 30,                                                   2001
                                                              ----------
Assets
Total current assets                                         $ 1,562,800
Property, plant and equipment, net of accumulated
  depreciation of $11,923,867                                  4,651,822
Loan fees and deferred lease costs, net of accumulated
  amortization of $194,758                                       115,656
                                                              ----------
Total assets                                                 $ 6,330,278
                                                              ==========

Liabilities and partners' equity
Total current liabilities                                    $    75,700
Partners' capital                                              6,254,578
                                                              ----------
Total liabilities and partner's capital                      $ 6,330,278
                                                              ==========


                     CONDENSED STATEMENTS OF OPERATIONS

For the years ended June 30,                      2001           2000
                                               ----------     ----------

Revenues                                      $ 8,759,508    $ 8,736,989
Costs and expenses                               (872,692)      (835,139)
                                               ----------     ----------
Net income                                    $ 7,886,816    $ 7,901,850
                                               ==========     ==========


5.  Mortgage Notes Payable:

In July 2000, the Company obtained a $459,000 mortgage note related to the
purchase of the 4-unit apartment complex located in Los Angeles, California.
The note carries an interest rate of 8.09% and matures on August 1, 2030.

In July 2000, the Company obtained a $601,000 mortgage note related to the
purchase of the 4-unit apartment complex located in Los Angeles, California.
The note carries an interest rate of 8.09% and matures on August 1, 2030.

In July 2000, the Company obtained a $2,764,000 mortgage note related to the
purchase of the 30-unit apartment complex located in Los Angeles, California.
The note carries an interest rate of 7.58% and matures on August 10, 2028.

In August 2000, the Company obtained a $680,000 mortgage note related to the
purchase of the 7-unit apartment complex located in Los Angeles, California.
The note carries an interest rate of 7.78% and matures on August 15, 2030.

In August 2000, the Company obtained a $500,000 mortgage note related to the
purchase of the 5-unit apartment complex located in Los Angeles, California.
The note carries an interest rate of 8.25% and matures on September 15, 2030.

In August 2000, the Company obtained a second mortgage on the 157-unit
apartment complex located in Florence, Kentucky in the amount of $1,270,000.
The note carries an interest rate of 8.73% and matures on May 1, 2006.

In September 2000, the Company obtained a $875,000 mortgage note related to
the purchase of the commercial real estate property located in Los Angeles,
California.  The note carries an interest rate of 7.50% and matures on
November 1, 2029.

In September 2000, the Company obtained a $3,800,000 mortgage note payable for
the 442-unit apartment complex located in Houston, Texas to replace the
$3,800,000 mortgage note that was obtained in June 2000.  In conjunction with
the refinancing, the Company entered into a line of credit agreement with an
available balance of $4,000,000. Both the $3,800,000 mortgage note and the
$4,000,000 line of credit are collateralized by the same property.  As of June
30, 2001, the outstanding balance on the line of credit was $4,000,000.  The
new note and the line of credit carries an interest rate of 7.06% and matures
on September 15, 2002.

In November 2000, the Company obtained a $488,000 mortgage note related to the
purchase of the single-family home located in Los Angeles, California.  The
note carries an interest rate of 8.94% and matures on December 1, 2030.

In November 2000, the Company assumed a $1,233,000 mortgage note related to
the purchase of the 54-unit apartment complex located Irving, Texas.  The note
carries an interest rate of 9.22% and matures on July 1, 2006.

In January 2001, the Company obtained a $2,243,000 mortgage note related to
the purchase of the 59-unit apartment complex located in Austin, Texas.  The
note carries an interest rate of 8.10% and matures on November 9, 2001.

In March 2001, the Company obtained a $1,800,000 mortgage note related to the
purchase of the 24-unit apartment complex located in Los Angeles, California.
The note carries an interest rate of 7.15% and matures on April 1, 2031.

In May 2001, the Company obtained a $592,000 mortgage note related to the
purchase of the 5-unit apartment complex located in Los Angeles, California.
The note carries an interest rate of 7.00% and matures on November 1, 2029.

At June 30, 2001, the Company had mortgage debt outstanding of $58,532,000.
The mortgages carry fixed rates ranging from 6.62% to 9.22%.  Each mortgage is
secured by its respective land and building. The annual combined aggregate
principal payments on the mortgage notes payable for the five-year period
commencing July 1, 2002 are as follows:

                 Year ending June 30,
                      2002               $ 6,277,000
                      2003                12,643,000
                      2004                   627,000
                      2005                   673,000
                      2006                 9,160,000
                      Thereafter          29,152,000
                                         -----------
                       Total             $58,532,000
                                         ===========

At June 30, 2001, the total outstanding mortgage balance approximates the
estimated fair value of the outstanding debt.







6.  Income Taxes:

The provision for the Company's income tax (expense)/benefit is comprised of
the following:

                                                Year Ended June 30,
                                              2001               2000
                                           ----------         ----------
Current tax expense                      $ (3,675,000)      $ (2,683,000)
Deferred tax benefit(expense)               3,983,000        (13,251,000)
                                           ----------         ----------
                                         $    308,000       $(15,934,000)
                                           ==========         ==========

The components of the deferred tax liability as of June 30, 2001, are as
follows:

Deferred real estate gains                                  $ 4,693,000
Unrealized gain on marketable securities                      2,357,000
Depreciation and fixed asset differences                         71,000
Equity earnings of subsidiaries                                 357,000
                                                             ----------
   Gross deferred tax liabilities                             7,478,000
                                                             ----------

Capital loss carryforwards                                     (942,000)
Net operation loss carryforwards                               (288,000)
State income taxes                                             (228,000)
Other                                                           (35,000)
                                                             ----------
   Gross deferred tax (assets)                               (1,493,000)
                                                             ----------

Net deferred tax liability                                  $ 5,985,000
                                                             ==========

The provision for income taxes differs from the amount of income tax computed
by applying the federal statutory income tax rate to income before taxes as a
result of the following differences:

                                                     Year Ended June 30,
                                                     2001           2000
                                                 -----------    -----------
Income tax at federal statutory rates           $   (257,000)  $(12,149,000)
State income taxes, net of federal benefit           (45,000)    (2,144,000)
Change in deferred liabilities and
 valuation allowance                                       -     (1,641,000)
Other                                                 (6,000)             -
                                                 -----------    -----------
   Total income tax benefit(expense)            $   (308,000)  $(15,934,000)
                                                 ===========    ===========

As of June 30, 2001, the Company had a net federal operating losses available
for carryforward of approximately $720,000.  The carryforward expires in
varying amounts through the year 2003.  The Company also has capital losses
available for carryforward of $2,356,000 that expire in varying amounts
through 2011.




7.  Segment Information

The Company operates in three reportable segments, the operations of its
multi-family residential properties, the operation of Justice Investors, and
the investment of its cash and securities assets. These three operating
segments, as presented in the financial statements, reflect how management
internally reviews each segment's performance.  Management also makes
operational and strategic decisions based on this same information.

Information below represents reported segments for the years ended June 30,
2001 and 2000.  Operating income for rental properties consist of rental
income.  Operating income from Justice Investors consist of the operations of
the hotel and garage included in the equity in net income of Justice
Investors.  Operating income(losses) for investment transactions consist of
net investment gains(losses)and dividend and interest income.
<TABLE>
<CAPTION>

                                 Real Estate
                           -------------------------
Year ended                    Rental       Justice     Investment
June 30, 2001               Properties    Investors    Transactions     Other          Total
                           -----------   -----------   -----------   -----------   ------------
<S>                        <C>           <C>           <C>           <C>           <C>
Operating income           $13,151,000   $ 3,928,000   $ 1,649,000   $         -   $ 18,728,000
Operating expenses          (5,520,000)            -    (3,833,000)            -     (9,353,000)
Real estate taxes           (1,237,000)            -             -             -     (1,237,000)
                           -----------   -----------   -----------   -----------   ------------
Income(loss) before
  mortgage interest and
  depreciation               6,394,000     3,928,000    (2,184,000)            -      8,138,000
                           -----------   -----------   -----------   -----------   ------------
Mortgage interest expenses  (3,813,000)            -             -             -     (3,813,000)
Depreciation                (2,415,000)            -             -             -     (2,415,000)
General and administrative
  expenses                           -             -             -    (1,619,000)    (1,619,000)
Other losses                         -             -             -    (1,047,000)    (1,047,000)
Income tax benefit                   -             -             -       308,000        308,000
Minority interest                    -             -             -    (2,063,000)    (2,063,000)
                           -----------   -----------   -----------   -----------   ------------
Net income(losses)         $   166,000   $ 3,928,000   $(2,184,000)  $(4,421,000)  $ (2,511,000)
                           ===========   ===========   ===========   ===========   ============
Total Assets               $61,337,000   $10,859,000   $44,725,000   $ 3,762,000   $120,683,000
                           ===========   ===========   ===========   ===========   ============

</TABLE>
<TABLE>
<CAPTION>
                                 Real Estate
                           -------------------------
Year ended                    Rental       Justice     Investment
June 30, 2000               Properties    Investors    Transactions     Other          Total
                           -----------   -----------   -----------   -----------   ------------
<S>                        <C>           <C>           <C>           <C>           <C>
Operating income           $11,817,000   $ 3,935,000   $23,118,000   $         -   $ 38,870,000
Operating expenses          (5,215,000)            -    (3,066,000)            -     (8,281,000)
Real estate taxes           (1,016,000)            -             -             -     (1,016,000)
                           -----------   -----------   -----------   -----------   ------------
Income before
  mortgage interest and
  depreciation               5,586,000     3,935,000    20,052,000             -     29,573,000
                           -----------   -----------   -----------   -----------   ------------
Mortgage interest expenses  (2,848,000)            -             -             -     (2,848,000)
Depreciation                (1,994,000)            -             -             -     (1,994,000)
General and administrative
  expenses                           -             -             -    (1,868,000)    (1,868,000)
Gain on sale of real estate 11,837,000             -             -             -     11,837,000
Other income                         -             -             -     1,350,000      1,350,000
Income tax expense                   -             -             -   (15,934,000)   (15,934,000)
Minority interest                    -             -             -    (2,862,000)    (2,862,000)
                           -----------   -----------   -----------   -----------   ------------
Net income(losses)         $12,581,000   $ 3,935,000   $20,052,000  $(19,314,000)  $ 17,254,000
                           ===========   ===========   ===========   ===========   ============
Total Assets               $41,917,000   $10,640,000   $87,909,000  $  3,704,000   $144,170,000
                           ===========   ===========   ===========   ===========   ============

</TABLE>
8.  Supplemental Cash Flow Information:

Cash paid for margin interest for the year ended June 30, 2001 and 2000 was
$2,094,000 and $1,910,000, respectively. Cash paid for interest on mortgage
notes payable for the year ended June 30, 2001 and 2000 was $4,118,000 and
$2,351,000, respectively.  Cash paid for income taxes aggregated $1,423,000
and $1,151,000 for the year ended June 30, 2001 and 2000, respectively.


9.  Stock Options and Employee Stock Ownership Plan and Trust:

On December 8, 1998, the Company adopted and authorized a stock option plan
(the "1998 Non-employee Directors Plan") for non-employee directors. The 1998
Non-employee Directors Plan provides for the granting of stock options to
purchase shares of the Company's common stock to non-employee directors of the
Company. The aggregate number of shares to be delivered upon exercise of all
options granted under the Plan may not exceed 100,000.  During fiscal years
2001 and 2000, the Company granted stock options of 10,000 shares in each
respective year, to the directors of the Company.  These options have exercise
prices of $18.00 and $12.25 per share, respectively.  Of the total options
granted in fiscal year 2001, 8,400 options vested during the year and the
remaining 1,600 options vest over two years.  The options have a term of 10
years.

On December 22, 1998, the Company adopted and authorized a stock option plan
(the "1998 Key Officers Plan") for selected key officers. The 1998 Plan
provides for the granting of stock options to purchase shares of the Company's
common stock to key officers of the Company. The aggregate number of shares to
be delivered upon exercise of all options granted under the Plan may not
exceed 200,000. On December 22, 1998, the Board of Directors of the Company
granted a total of 150,000 stock options to the President and Chairman of the
Company at an exercise price of $11.875 per share. As of June 30, 2001, all
150,000 options are vested.  During fiscal year 2001, the Company granted
10,000 options with an exercise price of $19.75 to an officer of the Company.
These options vest over 8 years and have a term of 10 years.

Information relating to the stock options during the fiscal years ended June
30, 2001 and 2000 are as follows:
                                      Number of          Weighted-average
                                       Shares            Exercise Price
                                      ----------         ---------------
Unexercised options
  outstanding at June 30, 1999:         197,000                  $14.02
Granted                                  10,000                  $12.25
Exercised                                     -                       -
Forfeited                                     -                       -
                                       --------                --------
Unexercised options
  outstanding at June 30, 2000:         207,000                  $13.60
Granted                                  20,000                  $18.88
Exercised                                     -                       -
Forfeited                                     -                       -
                                       ========                ========
Unexercised options
  outstanding at June 30, 2001:         227,000                  $14.06





Unexercised            Range of       Weighted Average  Weighted Average
Options                Exercise Price Exercise Price    Remaining Life
----------------      --------------  ----------------  ----------------
June 30, 2000          $11.88-$44.44      $13.60           8.36 years
June 30, 2001          $11.88-$44.44      $14.06           7.57 years

As required by FAS 123, the company has determined the pro-forma information
as if the company had accounted for stock options granted since January 1,
1998, under the fair value method of FAS 123. The Black-Scholes option pricing
model was used with the following weighted-average assumptions for 2001; risk-
free interest rate of 2.46%; dividend yield of 0%; expected Common Stock
market price volatility factor of 28.66; and a weighted-average expected life
of the options of 7.57 years. The weighted-average fair value of options
granted  in fiscal years 2001 and 2000 were $8.00 and $17.01 per share,
respectively.  The aggregate fair value of the options granted in fiscal years
2001 and 2000 were $160,000 and $170,000, respectively.

Stock based compensation is accounted for under APB 25 and accordingly, no
compensation cost has been recognized for stock options in the financial
statements.  Had compensation cost been determined based upon the fair value
of the stock options at grant date and consistent with FAS 123, the Company's
pro forma net loss and net loss per share (based on 47,500 and 47,500 options
vested for fiscal years 2001 and 2000, respectively) are as follows:

                                               2001           2000
                                           -----------     ----------
  Net income(loss) - as reported           $(2,511,000)   $17,254,000
  Net income(loss) - pro forma             $(2,893,000)   $16,415,000
  Earnings(loss) per share - as reported        $(1.31)         $8.13
  Earnings(loss) per share - pro forma          $(1.50)         $7.74


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 2000 or 1999.  The
Company distributed 1,680 shares (adjusted for stock split) to terminated
employees during fiscal 1998.  Effective November 15, 1998, the Plan was
terminated and the interest of each participant was fully vested and
nonforfeitable.  After receiving a favorable determination letter from the
Internal Revenue Service, all Plan benefits were distributed on November 27,
2000.  The termination of the Plan did not have a material effect on the
financial statements of the Company.


10.  Commitments and Contingencies:

Guinness Peat Group plc, et al. v. Robert N. Gould, et al., Case No. 685760,
filed on February 22, 1995 in the Superior Court of the State of California
for the County of San Diego.  The Company and its subsidiary, Santa Fe were
awarded its attorneys' fees and costs as the prevailing parties in that
litigation and on appeal. In October and November 2000 respectively, the
Company received $223,000 and $1,189,000 in recovery of its judgments for
attorneys' fees and interest thereon.  The amounts were recorded as other
income in the second quarter. On March 22, 2001, the Company received payment
in the amount of $91,387 in satisfaction of all remaining amounts due to it
for attorneys' fees, interest and collection costs.

Howard A. Jaffe v. The InterGroup Corporation, et al.("Jaffe Case"), Case No.
BC188323, filed on March 27, 1998 in the Los Angeles County Superior Court.
As previously reported, on December 14, 2000, the Company agreed to settle the
case without any admission of liability for $2,600,000.  The settlement was
paid in installments, with the final payment made on June 28, 2001 and a
dismissal of the action was filed on June 29, 2001.  The Company has also
received payment from one of its insurance carriers in the amount of $675,000,
which was applied to the cost of the settlement.  The Company believes that it
has good claims against its other insurance carrier for the costs of the
defense of this action and for a portion of the settlement amount.  Those
claims are subject to an action for declaratory relief, which was filed by the
insurance carrier. The Company will vigorously pursue those claims.

On April 16, 2001 the City of St. Louis, Missouri, filed a condemnation action
against the Company and its subsidiary in the Circuit Court of St. Louis
County, State of Missouri, whereby the City of St. Louis sought to acquire the
Company's 176 unit apartment complex located in St. Louis, Missouri by eminent
domain for an airport expansion.  Following a hearing, a Commissioners' Report
was filed on August 2, 2001 awarding the Company the amount of $13,862,000 and
granting the City of Saint Louis permission to take possession of the
property.  On August 10, 2001, the City of St. Louis filed Exceptions to
Commissioners' Report challenging the amount of the award to the Company and
requesting a jury trial on the matter.  It is expected that such a trial will
take place within a year.  If the matter does go to trial and a jury returns
with a verdict less than the Commissioners' award, the Company will obligated
to pay back the difference together with interest of 6% per annum up to the
date of the verdict and 9% thereafter.  After payment of the mortgage on the
property, costs and attorneys' fees, the Company received net proceeds of
$9,254,980 on August 21, 2001.  The Company intends to defer any taxable gain
from the involuntary taking of the property through appropriate exchange
transactions.

The Company is a defendant or co-defendant in various other legal actions
involving various claims incident to the conduct of its business.  Most of
these claims are covered by insurance.  Management does not anticipate the
Company to suffer any material liability by reason of such actions.

As part of the investment strategies, the Company may assume short positions
in marketable securities.  Short sales are used by the Company to potentially
offset normal market risks undertaken in the course of its investing
activities or to provide additional return opportunities.  In addition, the
Company utilizes margin for its marketable securities purchases through the
use of standard margin agreements with national brokerage firms.  The use of
available leverage is guided by the business judgment of management.


11.  Related Party Transactions:

Gary N. Jacobs, a Director of the Company, is Of Counsel to the law firm of
Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP.  Through May
31, 2000 he was a senior partner of said firm, which provided legal services
to the Company during the years ended June 30, 2001 and 2000.   During the
years ended June 30, 2001 and 2000, the Company made payments of approximately
$165,000 and $216,000, respectively to Christensen, Miller, Fink, Jacobs,
Glaser, Weil & Shapiro, LLP.

In May 1996, the Company's Chairman and President exercised options to
purchase 187,500 shares of Common Stock at a price of $7.67 per share through
a full recourse note due the Company on demand with an original due date of
May 16 2001.  On May 2, 2001, the Company extended the due date to May 16,
2003.  The note bears interest floating at the lower of 10% or the prime rate
(7.00% at June 30, 2001) with interest payable quarterly.  The balance of the
note receivable of $1,438,000 is reflected as a reduction of shareholders'
equity at June 30, 2001.  During the fiscal year ended June 30, 2001 and 2000,
the President of the Company made interest payments of approximately $127,000
and $131,000, respectively, on the note.


12. Subsequent Events:

During July through September 2001, the Company completed the purchase of two
apartment complexes for a total of $3,996,000.

On August 2, 2001, the Company was awarded $13,862,000 from the Circuit court
of St. Louis County, Missouri, which granted the City of Saint Louis
permission to take possession of the 176-unit Saint Louis, Missouri apartment
complex in a condemnation action filed by the City of Saint Louis.  After
payment of the mortgage on the property, costs and attorneys' fees, the
Company received net proceeds of $9,254,980 on August 21, 2001.  The proceeds
were invested in the investment securities market.

On August 10, 2001, the City of St. Louis filed Exceptions to Commissioners'
Report challenging the amount of the award to the Company and requesting a
jury trial on the matter.




Item 8.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure.

None.


                              PART III


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

The following table sets forth certain information with respect to the
Directors and Executive Officers of the Company as of June 30, 2001:

<TABLE>
<CAPTION>
                         Position with
    Name                  the Company         Age     Term to Expire
------------------     ------------------     ---    -----------------
Class A Directors:
<S>                   <C>                      <C>    <C>
John V. Winfield      Chairman of the Board;   54     2003 Annual Meeting
(1)(4)(5)(6)(7)(8)    President and Chief
                      Executive Officer
Josef A.
Grunwald (7)          Director                 53     2003 Annual Meeting

Class B Directors:

Gary N. Jacobs
(1)(6)(7)(8)(9)       Secretary; Director      56     2001 Annual Meeting

William J. Nance (1)
(2)(3)(4)(5)(6)(7)(9) Treasurer; Director      57     2001 Annual Meeting

Class C Directors:

Mildred Bond
Roxborough (2)        Director                 74     2002 Annual Meeting

John C. Love          Director                 61     2002 Annual Meeting
(3)(4)(5)(9)

Other Executive
Officers:

Gregory C. McPherson  Executive Vice           42      N/A
                      President;
                      Assistant Treasurer

Michael G. Zybala     Vice President           49      N/A
                      Operations;
                      Assistant Secretary

David C. Gonzalez     Vice President           34      N/A
                      Real Estate
------------------
</TABLE>
(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)  Member of the Securities Investment Committee
(7)  Member of the Special Strategic Options Committee
(8)  Member of the Stock Option Administrative Committee (Non-employee
Director Plan)
(9)  Member of the Stock option Administrative Committee (Key Officer,
Employee Plan)


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 ("Santa Fe") and
Portsmouth Square, Inc. ("Portsmouth") and Chairman of the Board of
Healthy Planet Products, Inc. ("Healthy Planet"), and Etz Lavud, Ltd., all
public companies.

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 is also a Director of
Portsmouth and Etz Lavud, Ltd.

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 a
Director of Santa Fe, Portsmouth and Healthy Planet.

Mildred Bond Roxborough -- Ms. Roxborough was Director of Development
and Special Programs of the National Association for the Advancement of
Colored People (NAACP) from 1986 to 1997. She also served 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.  Since 1997 Ms. Roxborough
has served as a consultant to the NAACP.  Ms. Roxborough was first
appointed to the Company's Board in 1984 and served as Vice Chairman
from 1987 through 1994.

Gary N. Jacobs -- Mr. Jacobs was appointed to the Board and as Secretary
in 1998. Mr. Jacobs is Executive Vice President and General Counsel of MGM
MIRAGE (NYSE: MGG) and Of Counsel to the law firm of Christensen, Miller,
Fink, Jacobs, Glaser, Weil & Shapiro, LLP.  Through May 31, 2000 he was a
partner of said firm and the head of the corporate department.  Mr. Jacobs
graduated summa cum laude from Brandeis University and from Yale Law School,
where he was Order of the Coif.  He is a Trustee of the Natural History Museum
of Los Angeles County and a member of the Board of Overseers of Brandeis
University's Graduate School of International Economics and Finance.

John C. Love -- Dr. Love was appointed to the Board in 1998.  He is an
independent consultant to the hospitality and tourism industries and was
formerly a general partner in the national CPA and consulting firm of
Pannell Kerr Forster.  He is Chairman Emeritus of the Board of Trustees
of Golden Gate University in San Francisco. Dr. Love is also a Director
of Santa Fe and Portsmouth.

Gregory C. McPherson -- Mr. McPherson joined the Company in 1993.
Prior to joining the Company, Mr. McPherson was a private financial and
strategic advisor, served as Vice President in the Investment Banking and
Corporate Finance Department of Kemper Securities Group, Inc., was with
Prudential Bache Capital Funding in their Mergers and Acquisitions and
Financial Restructuring Group and was a manager at the public accounting firm
of PricewaterhouseCoopers LLP.  Mr. McPherson received an M.B.A. from the
Harvard Business School and is a Certified Public Accountant.  Effective March
23, 2000, Mr. McPherson was named as Interim President of Healthy Planet.  He
also serves as a special consultant to Portsmouth.

Michael G. Zybala -- Mr. Zybala was appointed Vice President Operations and
Assistant Secretary of the Company on January 27, 1999.  Mr. Zybala is an
attorney at law and has served as a special legal consultant to the Company.
Mr. Zybala is also the Vice President, Secretary and Treasurer of Santa Fe and
Portsmouth and has served as their General Counsel since 1995.  Mr. Zybala has
provided legal services to Santa Fe and Portsmouth since 1978. Mr. Zybala is
also a Director of Healthy Planet and has served as its Secretary since August
1998.

David C. Gonzalez -- Mr. Gonzalez was appointed Vice President Real Estate of
the Company on January 31, 2001.  Over the past 12 years, Mr. Gonzalez has
served in numerous capacities with the Company, including Controller and
Director of Real Estate.

Family Relationships:  There are no family relationships among directors,
executive officers, or persons nominated or chosen by the Company to become
directors or executive officers.

Involvement in Certain Legal Proceedings:  No director or executive officer,
or person nominated or chosen to become a director or executive officer, was
involved in any legal proceeding requiring disclosure.


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

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and each beneficial owner of more than ten percent of
the Common Stock of the Company, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission.  Officers, directors
and greater than ten-percent shareholders are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file.

Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that during fiscal 2001 all
filing requirements applicable to its officers, directors, and greater than
ten-percent beneficial owners were complied with.


Item 10.  Executive Compensation.

The following table provides certain summary information concerning
compensation awarded to, earned by, or paid to the named Executive Officers
and one employee of the Company who earned more than $100,000 (salary and
bonus) for all services rendered to the Company and its subsidiaries for
fiscal years 2001, 2000 and 1999.  There are currently no employment contracts
with the Executive Officers.


<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE
                                                                        Long-Term
                                    Annual Compensation                Compensation
                                    -------------------                ------------
                                                                         Awards
                                                                         ------
                                                                       Securities
Name and Principal                                     Other Annual    Underlying
Position                  Year     Salary      Bonus   Compensation    Options/SARs
-------------------      ------   -------      ------  -------------   ------------
<S>                       <C>    <C>          <C>        <C>             <C>
John V. Winfield
Chairman; President       2001   $522,000(1)      -      $69,322(2)            -
and Chief Executive       2000   $522,000(1)      -      $61,700(2)            -
Officer                   1999   $457,572(1)      -      $55,693(2)      150,000(3)

Gregory C. McPherson      2001   $140,383(4)  $ 20,000          -
Executive Vice President; 2000   $158,006(4)  $ 25,000          -
and Assistant Treasurer   1999   $170,331(4)  $ 10,000          -

Michael G. Zybala         2001   $131,028(5)  $ 15,000          -
Vice President Operations 2000   $127,465(5)  $ 20,000          -
and Assistant Secretary   1999   $118,850(5)  $ 10,000

David C. Gonzalez         2001   $141,608     $ 75,000          -         10,000(7)
Director of Real Estate   2000   $120,000     $100,000   $32,071(6)
                          1999   $120,000     $ 55,000
---------------------
</TABLE>

(1) Mr. Winfield also serves as President and Chairman of the Board of the
Company's subsidiary, Santa Fe, and Santa Fe's subsidiary, Portsmouth.  Mr.
Winfield received salary and directors fees of $252,000, $252,000 and $200,282
from those entities during fiscal years 2001, 2000 and 1999, respectively,
which amounts are included in this item.

(2) Amounts include an auto allowance and compensation for a portion of the
salary of an assistant. The auto allowance was $34,322, $29,700 and $29,193
during fiscal years 2001, 2000 and 1999, respectively.  The amount of
compensation related to the assistant was approximately $35,000, $32,000 and
$26,500 during fiscal years 2001, 2000 and 1999 respectively.  During fiscal
2001 2000 and 1999, the Company also paid annual premiums in the amount of
$42,577 for a split dollar whole life insurance policy owned by, and the
beneficiary of which is, a trust for the benefit of Mr. Winfield's family.
The Company has a secured right to receive, from any proceeds of the policy,
reimbursement of all premiums paid prior to any payment to the beneficiary.
During fiscal years 2001, 2000 and 1999 Santa Fe and Portsmouth also paid
annual premiums on split dollar policies in the total amount of $41,500.

(3) On December 22, 1998 Mr. Winfield was granted options to purchase up to
150,000 shares of the Common Stock of the Company at an exercise price of
$11.875 per share, which was the closing price of the Common Stock on the date
of grant.  The term of the options is for the period beginning December 22,
1998 and ending on December 21, 2008.  All options are currently vested.

(4) Mr. McPherson is a consultant of Portsmouth and received annual consulting
fees of $88,200 during the fiscal years 2001, 2000 and 1999, which are
included in this item.

(5) Mr. Zybala became Vice President Operations in January 1999.  His salary
and bonuses are allocated 30% to the Company and 70% to Santa Fe and
Portsmouth.

(6) Amounts shown relate to forgiveness of unpaid balance on promissory note
due to the Company.

(7) On January 31, 2001, Mr. Gonzalez was granted options to purchase up to
10,000 shares of the Common Stock of the Company at an exercise price of
$19.75 per share, which was the closing price of the Common Stock on the date
of grant.  The term of the options is for the period beginning January 31,
2001 and ending on January 30, 2011.  No options may be exercised prior to
January 31, 2003 and vest at a rate of 1,000 shares per year between January
31, 2003 and January 31, 2006, and at a rate of 1,500 shares per year between
January 31, 2007 and January 31, 2010.


                  OPTIONS/SAR GRANTS IN LAST FISCAL YEAR

The following table contains information concerning individual grants of stock
options or Stock Appreciation Rights ("SARs") made during the last completed
fiscal year to each of the named executive officers.

<TABLE>
<CAPTION>

                 Number of Secu-     Percent of Total
                  rities Underlying    Options/SARs
                    Options/SARs        Granted To       Exercise of
                      Granted           Employees In      Base Price    Expiration
       Name             (#)             Fiscal Year        ($/Sh)         Date
       ----       -----------------    ---------------   -----------    ----------
<S>                    <C>                  <C>            <C>           <C>
David C. Gonzalez      10,000(1)            100%           $19.75        1/30/2011
-----------------
</TABLE>

(1) On January 31, 2001, Mr. Gonzalez was granted options to purchase up to
10,000 shares of the Common Stock of the Company at an exercise price of
$19,75 per share, which was the closing price of the Common Stock on the date
of grant.  The term of the options is for the period beginning January 31,
2001 and ending on January 30, 2011.  No options may be exercised prior to
January 31, 2003 and vest at a rate of 1,000 shares per year between January
31, 2003 and January 31, 2006, and at a rate of 1,500 shares per year between
January 31, 2007 and January 31, 2010.






             AGGREGATE OPTIONS/SAR EXERCISES IN THE LAST FISCAL YEAR
                  AND FISCAL YEAR END OPTION/SAR VALUES
<TABLE>
<CAPTION>

The following table contains information concerning each exercise of stock
options (or tandem SARs) and freestanding SARs during the last completed
fiscal year by each of the named executive officers and the fiscal year-end
value of unexercised options and SARs.

                                              Number of Securities
              Shares                         Underlying Unexercised      Value of Unexercised
           Acquired on        Value            Options/SARs as of        In-the-Money Options/
Name       Exercise (#)     Realized ($)         June 30, 2001            at June 30, 2001
----       ------------     -----------      -----------------------      --------------------
                                           Exercisable/Unexercisable   Exercisable/Unexercisable
                                           -------------------------   -------------------------
<S>                  <C>    <C>                <C>                         <C>
John V.
Winfield             -      $     -            150,000/0                   $1,186,500/0(1)

David C.
Gonzalez             -      $     -                  0/10,000              $        0/0(1)
--------------
</TABLE>

(1) Based on the closing price of the Company's Common Stock on June 30, 2001
    of $19.05 per share.



1998 Stock Option Plan for Non-Employee Directors

On December 8, 1998, the Board of Directors of the Company adopted, subject to
stockholder approval and ratification, a 1998 Stock Option Plan for Non-
employee Directors (the "Plan").  The stockholders ratified that plan on
January 27, 1999.

The stock to be offered under the Plan shall be shares of the Company's Common
Stock, par value $.01 per share, which may be unissued shares or treasury
shares.  Subject to certain adjustments upon changes in capitalization, the
aggregate number of shares to be delivered upon exercise of all options
granted under the Plan shall not exceed 100,000 shares.  The Plan shall
terminate on the earliest to occur of (i) the dates when all of the Common
Stock available under the Plan shall have been acquired through the exercise
of options granted under the Plan; (ii) 10 years after the date of adoption of
the Plan by the Board; or (iii) such other date that the Board may determine.

Pursuant the Plan, each non-employee director as of the adoption date of the
Plan shall be granted on the date thereof: (i) if he or she became a non-
employee director prior to January 1, 1998, an option to purchase 8,000 shares
of Common Stock; and (ii) if he or she became a non-employee director on or
after January 1, 1998, an option to purchase 4,000 shares of Common Stock.
Each new non-employee director who is elected to the Board shall automatically
be granted an option to purchase 4,000 shares of Common Stock upon the initial
date of election to the Board.  On each July 1 following the adoption date,
each non-employee director shall be granted an option to purchase 2,000 shares
of Common Stock provided he or she holds such position on that date and the
number of Common Shares available for grant under the Plan is sufficient to
permit such automatic grant.

The exercise price of the option shall be determined at the time of grant and
shall not be less than 100% of the fair market value of the Common Stock at
the time of the grant of the option.  The term of the option shall be for ten
years.  Options granted to any non-employee director will not vest 100% until
such person has been a member of the Board for four (4) years or more.  Non-
employee directors who have been a member of Board less than four (4) years,
shall be vested with respect to 20% of the options on the date of grant and
20% on each anniversary of such person having become a member of the Board,
provided that the optionee is on each such date serving as a member of the
Board or as an employee or consultant to the Company.

Pursuant to the plan, the following non-employee directors of the Company were
granted options during fiscal 2001 to purchase shares of Common Stock: Josef
A. Grunwald (2,000 shares); William J. Nance (2,000 shares); Mildred Bond
Roxborough (2,000 shares); Gary N. Jacobs (2,000 shares); and John C. Love
(2,000 shares).  The exercise price for the options is $18.00 per share, which
was the closing price of the Company's Common Stock on the Nasdaq National
Market System as of the date of grant on July 1, 2000.


1998 Stock Option Plan for Selected Key Officers,
Employees and Consultants

On December 8, 1998, the Board of Directors of the Company adopted, subject to
shareholder approval and ratification, a 1998 Stock Option Plan for selected
key officers, employees and consultants (the "Key Employee Plan").  The Key
Employee Plan was ratified by the stockholders on January 27, 1999.

The stock to be offered under the Key Employee Plan shall be shares of the
Company's Common Stock, par value $.01 per share, which may be unissued shares
or treasury shares.  Subject to certain adjustments upon changes in
capitalization, the aggregate number of shares to be delivered upon exercise
of all options granted under the Key Employee Plan shall not exceed 200,000
shares.  The Key Employee Plan shall terminate on the earliest to occur of (i)
the dates when all of the Common Stock available under the Key Employee Plan
shall have been acquired through the exercise of options granted under the Key
Employee Plan; (ii) 10 years after the date of adoption of the Key Employee
Plan by the Board; or (iii) such other date that the Board may determine.

The Key Employee Plan is administered by a Committee appointed by the
Board of Directors which consists of two or more disinterested persons
within the meaning of Rule 16b-3 promulgated pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act").  Persons eligible to receive
options under the Key Employee Plan shall be employees who are selected by the
Committee.  In determining the Employees to whom options shall be granted and
the number of shares to be covered by each option, the Committee shall take
into account the duties of the respective employee, their present and
potential contribution to the success of the Company, their anticipated number
of years of active service remaining and other factors as it deems relevant in
connection with accomplishing the purposes of the Key Employee Plan.  An
employee who has been granted an option may be granted an additional option or
options as the Committee shall so determine.

The exercise price of the option shall be determined at the time of grant and
shall not be less than 100% of the fair market value of the Common Stock at
the time of the grant of the option.  The term of the option shall not exceed
10 years from the date on which the option is granted.  The vesting schedule
for the options and the method or time that when the option may be exercised
in whole or in part shall be determined by the Committee.  However, in no
event shall an option be exercisable within six months of the date of grant in
the case of an optionee subject to Section 16(b) of the Exchange Act.  Subject
to certain exceptions, the option shall terminate six months after the
optionee's employment with the Company terminates.  As discussed above,
options to purchase 10,000 shares were granted to the Company's Vice President
Real Estate during fiscal 2001 pursuant to the Key Employee Plan.


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 Common Stock of the
Company.  The Company did not make any ESOP contributions during fiscal year
1999, made $816 in ESOP contributions during fiscal year 1998 and no
contributions in fiscal year 1997.  The Company made distributions of 1,680
shares (adjusted for splits) to terminated employees during fiscal year 1998
and made no distributions during fiscal years 1999 and 1997. Effective
November 15, 1998, the Plan was terminated and the interest of each
participant was fully vested and nonforfeitable.  After receiving a favorable
determination letter from the Internal Revenue Service, all Plan benefits were
distributed on November 27, 2001.


Compensation of Directors

Each director is paid a fee of $1,500 per quarter for a total annual
compensation of $6,000.  The Chairman of the Board of Directors is eligible to
receive $9,000 per annum. Directors also are eligible to receive $500 for each
committee meeting attended and $600 for each committee meeting chaired.
Members of the Audit Committee receive a fee of $500 per quarter.  Directors
who are also Executive Officers do not receive any fee for attending Board or
Committee meetings.  As an Executive Officer, the Company's Chairman has also
elected to forego his annual board fee.  The Directors are also eligible for
grants of options to purchase shares of the Company's Common Stock pursuant to
the 1998 Stock Option Plan for Non-Employee Directors.

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.


Item 11.  Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth, as of September 21, 2001, 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               1,075,938(3)                 52.8%
820 Moraga Drive
Los Angeles, CA 90049

Josef A. Grunwald                 87,045(2)                  4.6%
820 Moraga Drive
Los Angeles, CA 90049

William J. Nance                  52,250(2)                  2.7%
820 Moraga Drive
Los Angeles, CA 90049

Mildred Bond Roxborough           16,350(2)                    *
820 Moraga Drive
Los Angeles, CA 90049

Gary N. Jacobs                    10,250(2)(4)                 *
820 Moraga Drive
Los Angeles, CA 90049

John C. Love                       8,000(2)                    *
820 Moraga Drive
Los Angeles, CA 90049

Gregory C. McPherson               8,993                       *
820 Moraga Drive
Los Angeles, CA 90049

Michael G. Zybala                      0                       *
820 Moraga Drive
Los Angeles, CA 90049

David C. Gonzalez                 10,000(5)                    *
820 Moraga Drive
Los Angeles, CA 90049

All Directors and
Executive Officers as a
Group (9 persons)              1,268,826                    60.6%
------------------
*  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 1,886,232 shares of Common
Stock outstanding at September 21, 2001, plus any securities that person has
the right to acquire within 60 days pursuant to options, warrants, conversion
privileges or other rights.  The following options are included in directors
shares: Josef A. Grunwald - 14,000; William J. Nance - 14,000; Mildred Bond
Roxborough - 14,000; Gary N. Jacobs - 8,000; John C. Love - 8,000.

(3)  Includes 150,000 shares of which Mr. Winfield has the right to acquire
pursuant to options.

(4)  Other than his options, all shares of Mr. Jacobs are held by the Gary and
Robin Jacobs Family Trust.

(5)  Does not include options granted to Mr. Gonzalez, which do not start to
vest until January 2003


Item 12.  Certain Relationships and Related Transactions.


On December 4, 1998, the Administrative and Compensation Committee authorized
the Company to obtain whole life and split dollar insurance policies covering
the Company's President and Chief Executive Officer, Mr. Winfield.  During
fiscal 2001 and 2000, the Company paid annual premiums in the amount of
$42,577 for the split dollar whole life insurance policy owned by, and the
beneficiary of which is, a trust for the benefit of Mr. Winfield's family.
The Company has a secured right to receive, from any proceeds of the policy,
reimbursement of all premiums paid prior to any payments to the beneficiary.

On June 30, 1998, the Company's Chairman and President entered into a voting
trust agreement with the Company giving the Company the power to vote on his
3.7% interest in the outstanding shares of the Santa Fe common stock.

In May 1996, the Company's Chairman and President exercised options to
purchase 187,500 shares of Common Stock at a price of $7.67 per share through
a full recourse note due to the Company on demand with an original due date of
May 16, 2001.  On May 2, 2001, the Company extended the due date to May 16,
2003.  The note bears interest floating at the lower of 10% or the prime rate
(8.50% at March 31, 2001) with interest payable quarterly.  The balance of the
note receivable of $1,438,000 is reflected as a reduction of shareholders'
equity at June 30, 2001.  During the fiscal years ended June 30, 2001 and
2000, the President of the Company made interest payments of approximately
$127,000 and $131,000 respectively in connection with the note relating to his
1996 exercise of stock options.

As Chairman of the Securities Investment Committee, the Company's President
and Chief Executive officer, John V. Winfield, oversees the investment
activity of the Company in public and private markets pursuant to authority
granted by the Board of Directors.  Mr. Winfield also serves as Chief
Executive Officer and Chairman of Santa Fe and Portsmouth and oversees the
investment activity of those companies.  Depending on certain market
conditions and various risk factors, the Chief Executive Officer, his family,
Santa Fe and Portsmouth may, at times, invest in the same companies in which
the Company invests.  The Company encourages such investments because it
places personal resources of the Chief Executive Officer and his family
members, and the resources of Santa Fe and Portsmouth, at risk in connection
with investment decisions made on behalf of the Company.  Under the direction
of the Securities Investment Committee, the Company has instituted certain
modifications to its procedures to reduce the potential for conflicts of
interest.  In addition, on June 28, 2001, the Company and its subsidiaries
Santa Fe and Portsmouth entered into an agreement with an investment advisory
company, which assumed responsibility for the performance of the investment
portfolios of the Company and its subsidiaries Santa Fe and Portsmouth as of
March 5, 2001.

Gary N. Jacobs, a Director of the Company, is Of Counsel to the law firm of
Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP.  Through May
31, 2000 he was a senior partner of said firm, which provided legal services
to the Company during the years ended June 30, 2001 and 2000.   During the
years ended June 30, 2001 and 2000, the Company made payments of approximately
$165,000 and $216,000, respectively to Christensen, Miller, Fink, Jacobs,
Glaser, Weil & Shapiro, LLP.


Item 13.  Exhibits, List and Reports on Form 8-K.

(a) Listing of Exhibits by Table Number
    -----------------------------------

3.  Certificate of Incorporation and By-Laws **

    Restated Certificate of Incorporation dated February 20, 1998 is
    incorporated herein by reference to the Company's Form 10-QSB Report
    filed with the Securities and Exchange Commission on May 15, 1998.

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
    Form 10-KSB Annual Report filed with the Securities and Exchange
    Commission on September 28, 1998.

10. Material Contracts

    (a) Stock Option Agreement dated December 19, 1984 between the Trust and
        John V. Winfield *

    (b) Share of Beneficial Interest Unit Plan ("phantom stock program")
        as approved by the shareholders on February 11, 1985 *

    (c) Employee Stock Ownership Plan and Trust Agreement ***

    (d) Stock Appreciation Rights Agreement dated April 22, 1987 as approved
        by shareholders on August 1, 1988 ****

    (e) Note and Exercise Agreement from Mr. John V. Winfield dated May 17,
        1996*****

    (f) 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 ******

    (g) 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 ******


21. Subsidiaries:

(1) Intergroup Summit Hills, Inc. (incorporated on August 12, 1993 in TX)
(2) Intergroup Mariposa, Inc. (incorporated on June 23, 1994 in TX)
(3) Intergroup Arlington Arms, Inc. (incorporated on August 5, 1993 in TX)
(4) Intergroup Woodland Village, Inc. (incorporated on August 5, 1993 in OH)
(5) Intergroup Cross Keys, Inc. (incorporated on April 1, 1994 in MO)
(6) Intergroup Bridgeton, Inc. (incorporated on May 12, 1994 in MO)
(7) Intergroup Whisperwood, Inc. (incorporated on June 20, 1994 in PA)
(8) Intergroup Eagle Creek, Inc. (incorporated on April 15, 1994 in TX)
(9) Intergroup Entertainment Corp. (incorporated on December 23, 1993 in DE)
(10) Mutual Real Estate Corp. (incorporated on March 10, 1994 in TX)
(11) WinGroup Capital (incorporated on September 21, 1994 in CA)
(12) Broadview Enterprises, Inc. (incorporated April 14, 1995 in MO)
(13) Wayward, Inc. (incorporated April 18, 1995 in MO)
(14) Golden West Entertainment, Inc. (incorporated February 15, 1990 in CA)
(15) Golden West Television Productions, Inc. (incorporated September 17, 1991
     in CA)
(16) Golden West Television Productions, Inc. (incorporated March 17, 1986 in
     NY)
(17) Intergroup The Trails, Inc. (incorporated on September 14, 1994 in TX)
(18) Intergroup Meadowbrook Gardens, Inc. (incorporated on June 23, 1994 in
     NJ)
(19) Intergroup Pine Lake, Inc. (incorporated on February 9, 1996 in KY)
(20) Bellagio Capital Fund, LLC (established on June 18, 1997 in CA)
(21) Intergroup Casa Maria, Inc. (incorporated on April 3, 1997 in TX)
(22) Casa Maria Limited Partnership (established August 19, 1993 in KS)
(23) Healthy Planet Communications, Inc. (incorporated July 3, 1997 in CA)
(24) Santa Fe Financial Corporation (incorporated July 25, 1967 in NV)
(25) Portsmouth Square, Inc. (incorporated July 6, 1967 in CA)
(26) 2301 Bel-Air Equity, Inc. (incorporated May 25, 2000 in CA)
(27) 11378 Ovada Properties, Inc. (incorporated June 21, 2000 in CA)
(28) 11371 Ovada Properties, Inc. (incorporated May 25, 2000 in CA)
(29) 11361 Ovada Properties, Inc. (incorporated June 1, 2000 in CA)
(30) 11680 Bellagio Properties, Inc. (incorporated May 25, 2000 in CA)
(31) North Sepulveda Properties, Inc. (incorporated June 21, 2000 in CA)
(32) 11650 Bellagio Properties, Inc. (incorporated August 17, 2000 in CA)
(33) Intergroup Elwood, Inc. (incorporated October 12, 2000 in TX)
(34) 11720 Bellagio Properties, Inc. (incorporated January 17, 2001 in CA)
(35) 636 Acanto Properties, Inc. (incorporated February 15, 2001 in CA)
(36) Intergroup Tollgate Creek, Inc. (incorporated June 14, 2001 in TX)


* All Exhibits marked by an asterisk are incorporated herein by reference to
the Trust's Form 10-K Annual Report filed with the Securities and Exchange
Commission on September 20, 1985.

** All Exhibits marked by two asterisks 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.

*** All Exhibits marked by three asterisks are incorporated herein by
reference to the Company's Form 10-K Annual Report filed with the Securities
and Exchange Commission on September 26, 1986.

**** All Exhibits marked by four asterisks are incorporated herein by
reference to the Company's Form 10-K Annual Report filed with the Securities
and Exchange Commission on September 28, 1988.

***** All Exhibits marked by five asterisks are incorporated herein by
reference to the Company's Form 10-KSB Annual Report filed with the Securities
and Exchange Commission on September 16, 1996.

****** All Exhibits marked by six asterisks are incorporated herein by
reference to the Company's Schedule 14A filed with the Securities and
Exchange Commission on December 21, 1998.


(b) Reports on Form 8-K
    ---------------

Registrant filed no reports on Form 8-K during the last quarter of the period
covered by this Report.


                               SIGNATURES
                                ----------

   In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

                                                  THE INTERGROUP CORPORATION
                                                        (Registrant)

Date: September 28, 2001           by /s/ John V. Winfield
      ------------------              ---------------------------------------
                                      John V. Winfield, Chairman of the Board,
                                      President and Chief Executive Officer


Date: September 28, 2001           by /s/ Gregory C. McPherson
      ------------------              --------------------------------------
                                      Gregory C. McPherson,
                                      Executive Vice President


Date: September 28, 2001           by /s/ Michael G. Zybala
      ------------------              --------------------------------------
                                      Michael G. Zybala,
                                      Vice President Operations


Date: September 28, 2001           by /s/ Randy Du
      ------------------              --------------------------------------
                                      Randy Du, Controller
                                     (Principal Accounting Officer)

   In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.


Date: September 28, 2001            /s/ John V. Winfield
    --------------------            ---------------------------------------
                                    John V. Winfield, Chairman of the Board,
                                    President and Chief Executive Officer

Date: September 28, 2001            /s/ Josef A. Grunwald
      ------------------            ---------------------------------------
                                    Josef A. Grunwald, Director

Date: September 28, 2001            /s/ Gary N. Jacobs
      ------------------            ---------------------------------------
                                    Gary N. Jacobs, Director

Date: September 28, 2001            /s/ John C. Love
      ------------------            ---------------------------------------
                                    John C. Love, Director

Date: September 28, 2001            /s/ William J. Nance
      ------------------            ---------------------------------------
                                    William J. Nance, Director



Date: September 28, 2001            /s/ Mildred Bond Roxborough
      ------------------            ---------------------------------------
                                    Mildred Bond Roxborough

34