FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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(h) of the Investment Company Act of 1940

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(Print or Type Responses)

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 and Chairman (Last) (First) (Middle) THE INTERGROUP CORP, 820 MORAGA DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 12/21/2008 (Street) LOS ANGELES, CA 90049 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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) Code V Amount (A) or (D) Price Common Stock               1,388,953 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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 (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

$ 0

12/21/2008

A(1)

84,628

(2)

12/20/2018

Common Stock

84,628

$ 0

84,628

D

Options to Purchase Common Stock

$ 7.917

12/21/2008

D(3)

225,000

(4)

12/21/2008

Common Stock

225,000

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WINFIELD JOHN V THE INTERGROUP CORP 820 MORAGA DRIVE LOS ANGELES, CA 90049	X	X	President and Chairman

Signatures

/s/ John V. Winfield		12/23/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Award of Restricted Stock Units issued pursuant to The InterGroup Corporation 2008 Restricted Stock Unit Plan in exchange for 225,000 previously issued stock options.
(2)	Pursuant to the 2008 Restricted Stock Unit Plan, no awards shall vest until at least six months after shareholder ratification of the Plan and are subject to other restrictions as to delivery of the shares as may be determined by the Compensation Committee. The Plan is expected to be ratified on February 18, 2009, so the earliest date on which the awards can vest will be August 19, 2009.
(3)	Options surrendered to The InterGroup Corporation in exchange for 84,628 Restricted Stock Units.
(4)	Options vested at various dates from December 22, 1998 to December 22, 2000.

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