SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT 
OF 1934

Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [    ]

Check the appropriate box:
[   ]	Preliminary Proxy Statement
[ X ]	Definitive Proxy Statement
[   ]	Definitive Additional Materials
[   ]	Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-	12

                        THE INTERGROUP CORPORATION
             (Name of Registrant as Specified In Its Charter)
                        THE INTERGROUP CORPORATION
                (Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):
[  ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or	14a-6(j)(2).
[  ] $500 per each party to the controversy pursuant to Exchange Act Rule 
     14a-6(i)(3).
[  ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1)	Title of each class of securities to which transaction applies:

(2)	Aggregate number of securities to which transaction applies:

(3)	Per unit price or other underlying value of transaction computed 
pursuant to Exchange Act Rule 0-11:  ___

(4)	Proposed maximum aggregate value of transaction:

Set forth the amount on which the filing fees is calculated and state 
how it was determined.

[  ] Check box if any part of the fee is offset as provided by 
Exchange Act Rule 0-11(a)(3) and identify the filing for which the 
offsetting fee was paid previously.  Identify the previous filing by 
registration statement number, or the Form or Schedule and the date of 
its filing.

(1)	Amount Previously Paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:


                      THE INTERGROUP CORPORATION
                  2121 AVENUE OF THE STARS, SUITE 2020
                    LOS ANGELES, CALIFORNIA 90067
                           (310) 556-1999
                         ___________________

                NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                    TO BE HELD ON JANUARY 13, 1998

To the Shareholders of 
	The Intergroup Corporation

	NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of 
The Intergroup Corporation (the "Corporation") will be held in the Park 
Hyatt Los Angeles Hotel, 2151 Avenue of the Stars, Century City, 
California, on January 13, 1998 at 2:00 P.M. for the following purposes:

(1)	to elect two Class A Directors to serve until the 2000 Annual Meeting
    and until their successors shall have been duly elected and qualified;

(2) to ratify the retention of Price Waterhouse LLP as independent public
    accountants for the Corporation; and

(3)	to transact such other business as may properly come before the meeting,
    or any adjournment or adjournments thereof.

    Only Shareholders of record at the close of business on November 
28, 1997 are entitled to notice of and to vote at the Annual Meeting or 
any adjournments thereof.

    Your proxy is important whether you own a few or many shares.  
Please check the appropriate boxes in the enclosed proxy and sign, date 
and mail it today in the accompanying self-addressed postage-paid 
envelope.  Return the proxy even if you plan to attend the meeting.  You 
may always revoke your proxy and vote in person.

Dated: December 8, 1997
                                       By order of the Board of Directors,		


                                       /s/ Gregory C. McPherson
                                       Gregory C. McPherson
                                       Assistant Secretary

                        THE INTERGROUP CORPORATION
                   2121 AVENUE OF THE STARS, SUITE 2020
                      LOS ANGELES, CALIFORNIA 90067
                            (310) 556-1999

                            PROXY STATEMENT

                    ANNUAL MEETING OF SHAREHOLDERS 
                     TO BE HELD JANUARY 13, 1998

This Proxy Statement is furnished by the Board of Directors (the 
"Board") of The Intergroup Corporation (the "Corporation"), a 
corporation formed under the laws of the State of Delaware, in 
connection with the solicitation of proxies for use at the Annual 
Meeting of Shareholders (the "Annual Meeting") to be held on January 13, 
1998 or at any adjournment or adjournments thereof.  At such meeting, 
the Shareholders will consider and act on the proposals enumerated in 
the foregoing Notice of Meeting.  Only Shareholders of record at the 
close of business on November 28, 1997 are entitled to notice of, and to 
vote, at the Annual Meeting.

Each shareholder is entitled to cast, in person or by proxy, one vote 
for each share held of record at the close of business on November 28, 
1997.  As of October 31, 1997 there were outstanding 953,649 shares of 
common stock, par value $.01 per share (the "Common Stock"), the only 
outstanding voting security of the Corporation.  The shares were held of 
record by approximately 1,394 Shareholders as of October 31, 1997.

The Annual Meeting will address business pertaining to the fiscal year 
ended June 30, 1997 (the "1997 Fiscal Year").  The proxies named in the 
accompanying Form of Proxy will vote the shares represented thereby if 
the proxy appears to be valid on its face, and where specification is 
indicated as provided in such proxy, the shares represented will be 
voted in accordance with such specification.  If no specification is 
made, the shares represented by proxies in the form solicited will be 
voted (1) to elect two Board nominees for Class A Directors for a three-
year term expiring at the 2000 Annual Meeting of Shareholders; (2) for 
the ratification of the retention of Price Waterhouse LLP as the 
Corporation's independent public accountants for the fiscal year ending 
June 30, 1998.  A Shareholder may revoke his or her Proxy at any time 
before it is exercised by filing with the Secretary of the Corporation 
at its principal executive offices in Los Angeles, California a written 
notice of revocation or a duly executed Proxy bearing a later date, or 
by appearing in person at the Annual Meeting and expressing a desire to 
vote his or her shares in person.

This Proxy Statement and the accompanying Proxy were first sent or given 
to the Shareholders on or about December 8, 1997.


                               PROPOSAL I
                      Election of Class A Directors

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

The term of the Class A Directors expires at the Annual Meeting.  The 
Board proposes Mr. John V. Winfield and Mr. Josef A. Grunwald as Class A 
Directors to serve until the 2000 Annual Meeting and until the election 
and qualification of their successors.  The Board of Directors has been 
informed that the nominees have consented to being named as nominees and 
are willing to serve as Directors if elected.  However, if any nominee 
should be unable, or declines to serve, it is intended that the proxies 
will be voted for such other person as the proxies shall, in their 
discretion, designate.  Unless otherwise directed in the accompanying 
Proxy, the person's name therein will vote FOR the election of this nominee.

                    DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information with respect to the 
Directors and Executive Officers of the Corporation:

                        Position with 
Name                    the Corporation          Age    Term to Expire
Class A Directors
John V. Winfield      Chairman of the             51    1997 Annual Meeting
(1)(4)                Board, President and
                      Chief Executive Officer

Josef A. Grunwald     Director                    49    1997 Annual Meeting
(2)(3)

Class B Director (6)
William J. Nance 
(1)(2)(3)(4)(5)       Director and Treasurer      53    1998 Annual Meeting

Class C Director
Mildred Bond 
Roxborough            Director                    70    1999 Annual Meeting
(1)(2)(3)(4)

Other Executive 
Officer
Gregory C. McPherson  Executive Vice President,   38     N/A
                      Assistant Secretary and 
                      Assistant Treasurer
______________
(1)  Member of the Executive Committee
(2)  Member of the Administrative and Compensation Committee
(3)  Member of the Audit and Finance Committee
(4)  Member of the Real Estate Investment Committee
(5)  Member of the Nominating Committee
(6)  Mr. Howard A. Jaffe was Chief Operating Officer, Secretary of the 
Company and Vice Chairman of the Board during the 1997 Fiscal Year.  Mr. 
Jaffe resigned in July 1997 from all offices held (see Note 12 to the 
Consolidated Financial Statements on Form 10-KSB at June 30, 1997).

In July 1997, Mr. Howard A. Jaffe, then an officer and director of the 
Corporation, sent a letter to the Board of Directors which purported to 
detail certain alleged improprieties pertaining to the Chief Executive 
Officer and the Corporation relating to its securities trading policies 
and operations and its employment practices.  On July 25, 1997, the 
Board of Directors authorized the Audit and Finance Committee and its 
Administrative and Compensation Committee (comprised of the 
Corporation's directors other than Messrs. Winfield and Jaffe) to

conduct a thorough independent investigation of Mr. Jaffe's allegations 
and Mr. Jaffe's job performance as an officer of the Corporation.  Mr. 
Howard A. Jaffe resigned from the Board of Directors on July 28, 1997.  
The Corporation believes that Mr. Jaffe is a disgruntled former employee 
of the Corporation who has made demands for substantial payments from 
the Corporation and that Mr. Jaffe's allegations of improprieties are 
without merit.  The Committees charged with investigating these matters 
has not yet made its report to the Board of Directors.

Business Experience:
The principal occupation and business experience during the last five 
years for each of the Directors and Executive Officers of the 
Corporation are as follows:

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

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

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

Mildred Bond Roxborough -- Ms. Roxborough has been Director of 
Development and Special Programs of the National Association for the 
Advancement of Colored People (NAACP) since 1986.  Her responsibilities 
include planning and implementing fundraising programs to support the 
Association's national programs and developing and overseeing Special 
Programs on national issues.  She also serves as Vice Chairman of the 
Board of Directors of America's Charities Federation, Chairman of its 
Membership and Personnel Committees and member of its Long Range 
Planning Committee; and Member of the Board of Directors of Morningside 
Health and Retirement Service, Member of Personnel Committee of 

Morningside Heights Housing Corporation.  Ms. Roxborough was first 
appointed to the Company's Board in 1984 and served as Vice Chairman 
from 1987 through 1994.

Gregory C. McPherson  -- Mr. McPherson joined the Company in March 1993.  
Mr. McPherson was a private financial and strategic advisor from January 
1992 to March 1993 to companies in various industries.  From July 1989 
to December 1991, Mr. McPherson served as Vice President in the 
Investment Banking and Corporate Finance Department of Kemper Securities 
Group, Inc.  From September 1987 to June 1989, Mr. McPherson attended 
the Harvard Business School where he received his M.B.A. and during that 
time was with Prudential Bache Capital Funding in their Mergers & 
Acquisitions and Financial Restructuring Group.  For the seven years 
prior to attending the Harvard Business School, Mr. McPherson was a 
manager at the public accounting firm of Price Waterhouse LLP.  Mr. 
McPherson is a Certified Public Accountant.

Committees

The Corporation has an Executive Committee which meets in lieu of the 
Board upon the request of the Chairman of the Committee.  Mr. Winfield 
is Chairman of the Executive Committee.  The Committee held five 
meetings during the 1997 Fiscal Year.

Mr. Nance serves as Chairman of the Corporation's Administrative and 
Compensation Committee, which administers the Phantom Stock Program 
(defined below) and reviews executive salaries.  This committee held one 
meetings during the 1997 Fiscal Year.

The Audit and Finance Committee is chaired by Mr. Nance.  It held one 
meeting during the 1997 Fiscal Year.  This committee meets with the 
Corporation's personnel and with representatives of the Corporation's 
independent public accountants to review internal auditing procedures 
and matters relating to the annual audit of the Corporation's financial 
statements, and recommends to the Board the appointment of the 
independent certified public accountants.

The Corporation has a Real Estate Investment Committee which is chaired 
by Ms. Roxborough.  This committee held two meetings during the 1997 
Fiscal Year.  The Real Estate Investment Committee reviews potential 
acquisitions and dispositions of property.

The Corporation's Nominating Committee is chaired by Mr. Nance.  The 
committee held one meeting during the 1997 Fiscal Year.  The Nominating 
Committee selects nominees for election or re-election of directors and 
officers.

The Board held ten meetings during the 1997 Fiscal Year.  No Director 
attended (whether in person, telephonically, or by written consent) less 
than 75% of all meetings held during the period of time he or she served 
as Director during the 1997 Fiscal Year.  No Director attended less than 
75% of all meetings of committees on which he or she served.

                       EXECUTIVE COMPENSATION

Executive Officers Compensation
The following table sets forth on an accrual basis all direct 
remuneration paid by the Corporation to the Executive Officers of the 
Corporation for the 1997 Fiscal Year, the 1996 Fiscal Year and the 1995 
Fiscal Year, whose aggregate direct remuneration exceeded $100,000.  
Estimated annual benefits upon retirement will include allocations under 
the ESOP (defined below).  Such benefits are not currently determinable 
because the plan is voluntary and employee contributions and allocations 
under the plan are discretionary.  There are currently no employment 
contracts with the Executive Officers.  No Long-Term Compensation Awards 
or Payouts were made, and no Options or Stock Appreciation Rights 
("SARs") were granted, during the 1997 Fiscal Year, 1996 Fiscal Year or 
1995 Fiscal Year.
                                                      
Name and Principal                                      Other Annual
Position                 Year     Salary       Bonus    Compensation
John V. Winfield         1997    $102,078 (1)
Chairman, President      1996    $195,650                $36,622(2)
and Chief Executive      1995    $204,156                $56,114(2)
Officer

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

Howard A. Jaffe (4)      1997    $300,000
Vice Chairman, Chief     1996    $300,000
Operating Officer and    1995    $300,000
Secretary
___________________
(1) Mr. Winfield is the president and Chairman of the Board of Santa Fe 
Financial Corporation and Portsmouth Square, Inc., and received $101,220 
of compensation from those entities during the 1997 Fiscal Year.
(2) Amounts include an auto allowance and imputed interest on a note due 
the Company.  The amount of compensation relating to interest on the 
note was approximately $24,000 for Fiscal Year 1996 and $43,000 for 
Fiscal Year 1995.  The note receivables in connection with the stock 
options was paid in full in March 1996.  The remaining amount is for the 
auto allowance.
(3) Mr. McPherson is a consultant of Portsmouth Square, Inc., and 
received consulting fees of $86,282 during the 1997 Fiscal Year.
(4) Mr. Jaffe resigned in July 1997.

Employee Stock Ownership Plan and Trust ("ESOP")
In April 1986, the Corporation established an Employee Stock Ownership 
Plan and Trust ("ESOP"), effective July 1, 1985, which enabled eligible 
employees to receive an ownership interest in Common Stock.  The 
Corporation did not make ESOP contributions during the 1997 Fiscal Year.

Phantom Stock Program
The Corporation maintains a "phantom" stock program which provides for 
the issuance of up to 40,000 units with each unit being equivalent to 
one share of Common Stock.  Participants in the program are credited 
with the incremental value in shares of Common Stock and dividend 
equivalents over a five-year period from the date of award.  One-fifth 
of such credits in each participant's account vest on the first 
anniversary date of the award and an additional one-fifth vest on each 
of the next four anniversary dates.  No units were granted in the 1997 
Fiscal Year and, as of June 30, 1997, no units were outstanding.

Stock Incentive Plan
In 1987, the Board approved a Stock Incentive Plan providing for the 
issuance of up to 125,000 shares of Common Stock pursuant to the 
exercise of stock options granted under the plan.  The plan also 
provides for the issuance of SARs which may be granted in connection 
with or without relation to the stock options.  The plan was approved by 
the Corporation's Shareholders in 1988.  In conjunction with the Stock 
Incentive Plan, the Board approved the grant of an option to the 
Corporation's president for the purchase of 125,000 shares of Common 
Stock at an exercise price of $11.50.  This action was also approved by 
the Shareholders in 1988.  No options or SARs were granted under this 
plan in Fiscal 1997.  As of June 30, 1997, 125,000 options had been 
exercised and no options to purchase shares of Common Stock remain 
outstanding.

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

Except for the foregoing, there are no other arrangements for 
compensation of Directors and there are no employment contracts between 
the Company and its Directors.


     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of October 31, 1997, certain 
information with respect to the beneficial ownership of Common Stock 
owned by: (i) those persons or groups known by the Corporation to own 
more than five percent of the outstanding shares of Common Stock, (ii) 
each Director, nominee for Director and Executive Officer, and  (iii) 
all Directors and Executive Officers as a group.

Name and Address of          Amount and Nature     
Beneficial Owner             of Beneficial Owner(1)    Percentage(2)

John V. Winfield                411,249(3)                43.1%
2121 Avenue of the Stars
Los Angeles, CA 90067

Josef A. Grunwald                32,465                    3.4%

William J. Nance                 17,000                    1.8%

Mildred Bond Roxborough           1,045                     *

Gregory C. McPherson              3,703(4)                  *

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

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

(2)  Percentages are calculated on the basis of 953,649 shares of Common 
Stock outstanding at October 31, 1997.

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

(4)  Includes 1,303 shares allocated to Mr. McPherson under the ESOP.

            CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In March 1996, the Corporation's president paid in full the $830,173 
outstanding balance of the note relating to his 1986 exercise of stock options.

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

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

                                 PROPOSAL II

Ratification of Appointment of Auditors
The Board has appointed Price Waterhouse LLP, Certified Public 
Accountants, to continue as the Corporation's auditors and to audit the 
books of account and other records of the Corporation and its 
consolidated operating subsidiaries for the fiscal year ending June 30, 
1998.  The Board expects that representatives of Price Waterhouse LLP 
will be present at the Annual Meeting to respond to appropriate questions
from Shareholders, and the Board will provide these representatives
with an opportunity to make a statement if they desire to do so.

The appointment of Price Waterhouse LLP as the Corporation's auditors 
for the fiscal year ending June 30, 1998 is being submitted to the 
Shareholders for ratification.  The Board recommends that the 
Shareholders vote FOR the ratification of the appointment of Price 
Waterhouse LLP.  Ratification requires the affirmative vote of a 
majority of the shares represented and voted at the Annual Meeting.  If 
the appointment of Price Waterhouse LLP is not ratified by the 
Shareholders, the Board will consider the appointment of other auditors 
for the fiscal year ending June 30, 1998.

   COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

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

                         OTHER BUSINESS

As of the date of this Proxy Statement, the Board does not know of any 
matters to be presented at the Annual Meeting other than those set forth 
in the attached Notice of Annual Meeting.  If any other matters properly 
come before the Annual Meeting including matters incident to the conduct 
of the Annual Meeting, the holders of the proxies will vote on those 
matters at their discretion.

                      SHAREHOLDER PROPOSALS

It is presently anticipated that the 1998 Annual Meeting of Shareholders 
will be held on or around December 8, 1998.  Shareholders desiring to 
exercise their rights under the Proxy Rules of the Securities and 
Exchange Commission to submit proposals for consideration by the 
Shareholders at the 1998 Annual Meeting are advised that their proposals 
must be received by the Corporation no later than June 30, 1998 in order 
to be eligible for inclusion in the Corporation's Proxy Statement and 
Form of Proxy relating to that meeting.

                              GENERAL

The Corporation will bear the entire cost of preparing, assembling, 
printing and mailing this Proxy Statement and the enclosed form of 
Proxy, and of soliciting Proxies.  The Corporation will request banks 
and brokers to solicit their customers who beneficially own shares 
listed of record in names of nominees, and will reimburse those banks 
and brokers for their reasonable out-of-pocket expenses in connection 
with those solicitations.  The original solicitation of Proxies by mail 
may be supplemented by telephone, telegram and personal solicitation by 
officers and other regular employees of the Corporation, but no 
additional compensation will be paid to such individuals.

A copy of the Corporation's Form 10-KSB for the 1997 Fiscal Year will be 
furnished, upon request, to any Shareholder.  A copy of the 1997 Annual 
Report is being sent to the Shareholders with this Proxy Statement.  The 
Annual Report is not to be considered part of the soliciting material.

                         By Resolution of the Board of Directors

                         THE INTERGROUP CORPORATION

                         Gregory C. McPherson,	Assistant Secreatary

Dated:   Los Angeles, California
         December 8, 1997