Mail Stop 4561
									January 27, 2006

Mr. John V. Winfield
President and Chief Executive Officer
The InterGroup Corporation
820 Moraga Drive
Los Angeles, CA 90049

      Re:	The InterGroup Corporation
		Form 10-KSB for Fiscal Year Ended June 30, 2005
		Filed October 17, 2005
		Form 10-QSB for Fiscal Quarter Ended September 30, 2005
		Filed November 10, 2005
		File No. 1-10324

Dear Mr. Winfield:

      We have reviewed your above referenced filings and have the
following comments.  We have limited our review to only your
financial statements and related disclosures and do not intend to
expand our review to other portions of your documents.  Where
indicated, we think you should revise your documents in response
to
these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure.  After reviewing this
information,
we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-KSB for the Fiscal Year Ended June 30, 2005

Item 8A.  Controls and Procedures, page 45

1. We note your statement that, "Except as noted below, based upon
such evaluation, the Chief Executive Officer and Chief Financial
Officer have concluded that, as of the end of such period, the
Company`s disclosure controls and procedures are effective..."
Given
the exceptions noted, it remains unclear whether your chief
executive
officer and chief financial officer have concluded that your
disclosure controls and procedures are effective.  Please revise
your
disclosure to state, in clear and unqualified language, the
conclusions reached by your chief executive officer and your chief
financial officer on the effectiveness of your disclosure controls
and procedures.  For example, if true, you can state that your
disclosure controls and procedures are effective including
consideration of the identified matters, so long as you provide
appropriate disclosure explaining how the disclosure controls and
procedures were determined to be effective in light of the
identified
matters.  Or, if true, you can state that given the identified
matters, your disclosure controls and procedures are not
effective.
You should not, however, state the conclusion in your current
disclosure, which appears to state that your disclosure controls
and
procedures are effective except to the extent they are not
effective.

Item 13.  Exhibits List and Reports on Form 8-K, page 57

2. Please revise the certifications filed as Exhibits 31.1 and
31.2
to conform exactly to the language set forth in Item 601(b)(31) of
Regulation S-B.  Specifically, we noted that there are
inconsistencies between the actual period covered by the report
and
your reference to the "annual report" or "quarterly report" in the
certifications.  Please revise to reflect the correct report
period
throughout the certification or, in the alternative, remove all
references to "annual report" and "quarterly report," other than
in
paragraph one, and replace with "report."  Please make conforming
revisions to Exhibits 31.1 and 31.2 to your Form 10-QSB for the
quarter ended September 30, 2005.

      As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please file your cover letter on EDGAR.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.



	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Amanda Sledge, Staff Accountant, at (202)
551-
3473 or the undersigned at (202) 551-3403 if you have questions.



								Sincerely,



      Steven Jacobs
      Accounting Branch Chief
Mr. John V. Winfield
The InterGroup Corporation
January 27, 2006
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