Ownership Submission
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
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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
OMB APPROVAL
OMB Number: 3235-0362
Expires: January 31, 2005
Estimated average burden hours per response... 1.0

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 (Month/Day/Year)
06/30/2012
(Street)


LOS ANGELES, CA 90024		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(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             1,457,522 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. 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. SEC 2270 (9-02)

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 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 02/28/2012   A4 (1) 90,000     (2) 02/27/2022 Common Stock
90,000
$ 0 90,000
D
 
Employee Stock Options (Right to Buy) $ 10.3             (3) 03/15/2020 Common Stock
100,000
  100,000
D
 

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 08/10/2012
**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) 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.

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.