INTERGROUP CORP — Director's Dealing 2008

Dec 23, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INTERGROUP CORP (INTG)
CIK: 0000069422
Period of Report: 2008-12-21

Reporting Person: WINFIELD JOHN V (Director, President and Chairman, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-12-21	Restricted Stock Units	$0	A	84628	Acquired	2018-12-20	Common Stock (84628)	Direct
2008-12-21	Options to Purchase Common Stock	$7.917	D	225000	Disposed	2008-12-21	Common Stock (225000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1388953	Direct

Footnotes

F1: 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.

F2: 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.

F3: Options surrendered to The InterGroup Corporation in exchange for 84,628 Restricted Stock Units.

F4: Options vested at various dates from December 22, 1998 to December 22, 2000.