FORM 5
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ X ] Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

                                                                                  

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

WINFIELD JOHN V

2. Issuer Name and Ticker or Trading Symbol

INTERGROUP CORP [INTG]

5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President & CEO

(Last)          (First)          (Middle)

THE INTERGROUP CORPORATION,  10940 WILSHIRE BLVD., SUITE 2150

3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
6/30/2012 
(Street)

LOS ANGELES, CA 90024

(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person


Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock                 1457522   D    

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YYYY)
7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (Right to Buy)   $19.77   2/28/2012     A4   (1) 90000         (2) 2/27/2022   Common Stock   90000   $0   90000   D    
Employee Stock Options (Right to Buy)   $10.3                   (3) 3/15/2020   Common Stock   100000     100000   D    

Explanation of Responses:
( 1)  Grant of stock options pursuant to The InterGroup Corporation 2010 Omnibus Employee Incentive Plan. Although the grant of stock options to the Company's President and CEO was timely reported on a Form 8-K, a Form 4 report was inadvertantly not filed at that time on his behalf.
( 2)  Stock options have time and performance vesting requirements, both of which have to be met for the options to be fully vested and exercisable. Under the time vesting requirements, 18,000 options will vest each year on the aniversary date of the grant for the next five years. Under the performance vesting requirements, the options will vest in increments of 18,000 shares upon each increase of $2.00 or more in the fair market value of the Company's Common Stock above the exercise price of the options. To satisfy this performance requirement, the Common Stock must trade at that increased level for a period of at least 10 trading days during any one quarter.
( 3)  Stock options have time and performance vesting requirements, both of which have to be met for the options to be fully vested and exercisable. Under the time vesting requirements, 20,000 options will vest each year on the aniversary date of the grant (March 16, 2010) over a period of five years. Under the performance vesting requirements, the options will vest in increments of 20,000 shares upon each increase of $2.00 or more in the fair market value of the Company's common stock above the exercise price of the options. To satisfy this performance requirement, the Common Stock must trade at that increased level for a period of at least 10 trading days during any one quarter. As of June 30, 2012, the performance vesting requirements for these options had been met.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
WINFIELD JOHN V
THE INTERGROUP CORPORATION
10940 WILSHIRE BLVD., SUITE 2150
LOS ANGELES, CA 90024
X X President & CEO

Signatures
/s/ Michael G. Zybala, Attorney-in-Fact 8/10/2012
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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