content: As filed with the Securities and Exchange Commission on June 28, 2007
                                                         Registration No. 333-___
  -------------------------------------------------------------------------------
  
  
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
  
                                   FORM S-8
  
                            REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933
  
  
                            THE INTERGROUP CORPORATION
                            --------------------------
               (Exact name of registrant as specified in its charter)
  
  
            DELAWARE                                             13-3293645
   ------------------------------                            ------------------
  (State or other jurisdiction of                           (IRS Employer
   incorporation or organization)                            Identification No.)
  
  
                                 820 Moraga Drive
                           Los Angeles, California 90049
                       --------------------------------------
                      (Address of Principal Executive Offices)
  
  
               The InterGroup Corporation 2007 Stock Compensation
                         Plan for Non-Employee Directors
     1998 Stock Option Plan for Selected Key Officers, Employees and Consultants
                1998 Stock Option Plan for Non-Employee Directors
  
                            (Full title of the plan)
                            -----------------------
  
                             Michael G. Zybala, Esq.
                                820 Moraga Drive
                           Los Angeles, California 90049
                                 (310) 466-7961
              (Name, address and telephone number of agent for service)
  
  <TABLE>
                       CALCULATION OF REGISTRATION FEE
  
                                          Proposed maximum     Proposed maximum
  Title of securities    Amount to be      offering price     aggregate offering       Amount of
  to be registered       registered(1)      per share(2)           price(2)         registration fee
  -------------------    -------------    ----------------    ------------------    ----------------
  <s>                      <C>               <C>                 <C>                   <C>
  Common Stock, $.01       510,000(1)        $17.09              $8,715,900            $267.58
   par value
  ------------------     -------------    ----------------    ------------------    ----------------
  </TABLE>
  <PAGE>
  
  (1) This Registration Statement covers 60,000 shares of Common Stock which are
      issuable under The InterGroup Corporation 2007 Stock Compensation Plan for
      Non-Employee Directors, 300,000 shares of Common Stock issuable under the
      1998 Stock Option Plan for Selected Key Officers, Employees and Consultants
      and 150,000 shares issuable under the 1998 Stock Option Plan for Non-
      Employee Directors. Pursuant to Rule 416 under the Securities Act of 1933,
      this Registration Statement also covers an indeterminate amount of
      additional shares of Common Stock which become issuable under by reason of
      any stock dividend, stock split, recapitalization or other similar
      transactions as required by the Plans.
  
  (2) Estimated solely for the purpose of calculating the registration fee.
      This estimate has been calculated in accordance with Rule 457(c)under the
      Securities Act of 1933 and is based on the closing price per share as
      reported on the NASDAQ Stock Market on June 27, 2007.
  
  
                                    PART II
  
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3. Incorporation of Documents by Reference.
  
  The following documents filed with the Securities and Exchange Commission (the
  "Commission") are incorporated herein by reference:
  
    (a) The InterGroup Corporation's Annual Report on Form 10-KSB for the fiscal
  year ended June 30, 2006;
  
    (b)(i) The InterGroup Corporation's Quarterly Reports on Form 10-QSB for the
  quarterly periods ended September 30, 2006, December 31, 2006 and March 31,
  2007;
  
    (b)(ii) The InterGroup Corporation's Current reports on Form 8-K dated
  October 2, 2006, October 17, 2006 and March 23, 2007;
  
    (c) The description of The InterGroup Corporation's Common Stock as contained
  in its Registration Statement on Form S-4 (Registration Number 33-00126) filed
  on September 6, 1985, the Amendment to its Registration Statement on Form S-4
  (Registration No. 33-00126) filed on October 23, 1985, and its Registration
  Statement on Form 8-A filed on December 19, 1990 (Commission File No. 001-
  10324), including any amendment or report filed for the purpose of updating
  that description.
  
      All reports and definitive proxy or information statements filed pursuant
  to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
  filing of this Registration Statement and prior to the filing of a post-
  effective amendment which indicates that all securities offered hereby have
  been sold or which de-registers all securities then remaining unsold shall be
  deemed to be incorporated by reference into this Registration Statement and to
  be a part hereof from the date of filing such documents, except as to specific
  sections of such statements as set forth therein. Unless expressly incorporated
  
                                      -2-
  <PAGE>
  
  into this Registration Statement, a report "furnished" on Form 8-K prior or
  subsequent to the date hereof shall not be incorporated by reference into this
  Registration Statement. Any statement contained in a document incorporated or
  deemed to be incorporated by reference herein shall be deemed to be modified or
  superseded for purposes of this Registration Statement to the extent that a
  statement contained in any subsequently filed document which also is deemed to
  be incorporated by reference herein modifies or supersedes such statement.
  
  Item 4. Description of Securities.
  
  Not Applicable.
  
  
  Item 5. Interests of Named Experts and Counsel.
  
      Michael G. Zybala is the Assistant Secretary and Counsel for The InterGroup
  Corporation, who is rendering an opinion in connection herewith as to the
  validity of The InterGroup Corporation Common Stock registered hereby. As of
  June 28, 2007, Mr. Zybala does not beneficially own any shares of the Common
  Stock of The InterGroup Corporation and is not eligible to participate in The
  InterGroup Corporation 2007 Stock Compensation Plan for Non-Employee Directors
  or the 1998 Stock Option Plan for Non-Employee Directors. As an officer and
  employee of The InterGroup Corporation, Mr. Zybala would be eligible to
  participate in the 1998 Stock Option Plan for Selected Key Officers, Employees
  and Consultants but has not been granted any options pursuant to that plan.
  
  
  Item 6. Indemnification of Directors and Officers.
  
      Section 145 of the General Corporation Law of the State of Delaware
  provides that a Delaware corporation may indemnify any person against expenses,
  judgments, fines and amounts paid in settlements actually and reasonably
  incurred by any such person in connection with a threatened, pending or
  completed action, suit or proceeding, other than an action, suit or proceeding
  in the name of the corporation, in which he is involved by reason of the fact
  that he is or was a director, officer, employee or agent of such corporation,
  provided that (i) he acted in good faith and in a manner he reasonably believed
  to be in or not opposed to the best interests of the corporation and (ii) with
  respect to any criminal action or proceeding, he had no reasonable cause to
  believe his conduct was unlawful. If the action or suit is by or in the name of
  the corporation, the corporation may indemnify any such person against expenses
  actually and reasonably incurred by him in connection with the defense or
  settlement of such action or suit if he acted in good faith and in a manner he
  reasonably believed to be in the best interests of the corporation, except that
  no indemnification may be made in respect to any claim, issue or matter as to
  which such person shall have been adjudged to be liable for negligence or
  misconduct in the performance of his duty to the corporation, unless and only
  to the extent that the Delaware Court of Chancery or the court in which the
  action or suit is brought determines upon application that, despite the
  adjudication of the liability but in light of the circumstances of the case,
  such person is fairly and reasonably entitled to indemnity for such expense as
  the court deems proper.  The Bylaws of The InterGroup Corporation provides for
  indemnification of persons to the extent permitted by the Delaware General
  Corporation Law.
  
                                      -3-
  <PAGE>
  
      In accordance with Section 102(b)(7) of the Delaware Law, the Certificate
  of Incorporation, as amended, of The InterGroup Corporation limits the personal
  liability of its directors for violations of their fiduciary duty. The
  Certificate of Incorporation eliminates each director's liability to The
  InterGroup corporation or its stockholders for monetary damages except (i) for
  any breach of the director's duty of loyalty to The InterGroup Corporation or
  its stockholders, (ii) for acts or omissions not in good faith or which involve
  intentional misconduct or a knowing violation of law, (iii) under the section
  of the Delaware law providing for liability of directors for unlawful payment
  of dividends or unlawful stock purchases or redemptions, or (iv) for any
  transaction from which a director derived an improper personal benefit. The
  effect of this provision is to eliminate the personal liability of directors
  for monetary damages for actions involving a breach of their fiduciary duty of
  care, including any such actions involving gross negligence. This provision
  will not, however, limit in any way the liability of directors for violations
  of the Federal securities laws.
  
      Insofar as indemnification for liabilities arising under the Securities Act
  may be permitted to directors, officers or persons controlling The InterGroup
  Corporation pursuant to the foregoing provisions, The InterGroup Corporation
  has been informed that in the opinion of the Securities and Exchange Commission
  such indemnification is against public policy as expressed in the Securities
  Act and is therefore unenforceable.  Reference is made to Item 9 of the
  undertakings with respect to indemnification for liabilities arising under the
  Securities Act.
  
      The InterGroup Corporation also provides insurance from commercial carriers
  against some liabilities incurred by its officers and directors.
  
  
  Item 7.  Exemption from Registration Claimed.
  
  Not Applicable.
  
  
  Item 8.  Exhibits.
  
  Exhibit Number                     Exhibit Description
  --------------        --------------------------------------------------
  
      4.1               Certificate of Incorporation, dated September 11, 1985,
                        incorporated by reference to Exhibit 3.1 of the Company's
                        Registration Statement on Form S-4, filed on September 6,
                        1985 (Registration No. 33-00126) and Amendment 1 to that
                        Registration Statement filed on October 23, 1985.
  
      4.2               Restated Certificate of Incorporation, dated March 9,
                        1998, incorporated by reference to Exhibit 3 of the
                        Company's Amended Quarterly Report on Form 10-QSB/A
                        for the period ended March 31, 1998, as filed on May 19,
                        1998 (Commission File No. 001-10324).
  
      4.3               Certificate of Amendment to Certificate of Incorporation,
                        dated October 2, 1998, incorporated by reference to
                        Exhibit 3 of the Company's Quarterly report of Form 10-
                        QSB for the period ended September 30, 1998, as filed on
                        November 11, 1998 (Commission File No. 001-10324).
  
                                      -4-
  <PAGE>
  
      4.4               The By-laws of The InterGroup Corporation, incorporated
                        by reference to Exhibit 3.2 of Amendment 1 of the
                        Company's Registration Statement on Form S-4, filed
                        October 23, 1985 (Registration No. 33-00126).
  
      5.1               Opinion of Michael G. Zybala
  
      23.1              Consent of Michael G. Zybala (set forth as part of
                         Exhibit 5.1)
  
      23.2              Consent of PricewaterhouseCoopers LLP
  
      24                Power of Attorney (see signature pages)
  
      99.1              The InterGroup Corporation 2007 Stock Compensation
                        Plan for Non-Employee Directors, incorporated by
                        reference to the Company's Proxy Statement on Schedule
                        14A filed on January 26, 2007 (Commission File No.
                        001-10324).
  
      99.2              1998 Stock Option Plan for Selected Key Officers,
                        Employees and Consultants, incorporated by reference to
                        the Company's Proxy Statement on Schedule 14A filed on
                        December 21, 1998 (Commission File No. 001-10324).
  
      99.3              1998 Stock Option Plan for Non-Employee Directors
                        incorporated by reference to the Company's Proxy
                        Statement on Schedule 14A filed on December 21, 1998
                        (Commission File No. 001-10324).
  
  
  Item 9. Undertakings.
  
    (a) The InterGroup Corporation hereby undertakes:
  
       (1) To file, during any period in which offers or sales are being made, a
  post-effective amendment to this Registration Statement:
  
        (i)   to include any prospectus required by Section 10(a)(3) of the
              Securities act of 1933;
  
        (ii)  to reflect in the prospectus any fact or events arising after the
              effective date of the Registration Statement (or the most recent
              post-effective amendment thereof) which, individually or in the
              aggregate, represent a fundamental change in the information set
              forth in the Registration Statement;
  
        (iii) to include any material information with respect to the plan of
              distribution not previously disclosed in the Registration Statement
              or any material change to such information in the Registration
              Statement;
  
    Provided, however, that the undertakings set forth in paragraphs (a)(1)(i)
    and (a)(1)(ii) of this section do not apply if the information required to be
    included in a post-effective amendment by those paragraphs is contained in
    periodic reports filed with or furnished to the Commission by The InterGroup
    Corporation pursuant to Section 13 or Section 15(d) of the Securities
    Exchange Act of 1934 that are incorporated by reference in the Registration
    Statement.
  
                                      -5-
  <PAGE>
  
       (2) That, for the purpose of determining any liability under the
           Securities Act of 1933, each such post-effective amendment shall be
           deemed to be a new registration statement relating to the securities
           offered therein, and the offering of such securities at that time
           shall be deemed to be the initial bona fide offering thereof.
  
       (3) To remove from registration by means of a post-effective amendment any
           of the securities being registered which remain unsold at the
           termination of the offering.
  
    (b) The InterGroup Corporation hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of The
  InterGroup Corporation's annual report on Form 10-KSB pursuant to Section 13(a)
  or 15(d) of the Securities Exchange Act of 1934 that is incorporated by
  reference in the Registration Statement shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
    (h) Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors, officers and controlling persons of
  The InterGroup Corporation pursuant to the foregoing provisions, or otherwise,
  The InterGroup Corporation has been advised that in the opinion of the
  Securities and Exchange Commission such indemnification is against public
  policy as expressed in the Securities Act and is, therefore, unenforceable. In
  the event that a claim for indemnification against such liabilities (other than
  the payment by The InterGroup Corporation of expenses incurred or paid by a
  director, officer or controlling person of The InterGroup Corporation in the
  successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, The InterGroup Corporation will, unless in the opinion of its
  counsel the matter has been settled by controlling precedent, submit to a court
  of appropriate jurisdiction the question whether such indemnification by it is
  against public policy as expressed in the Securities Act and will be governed
  by the final adjudication for such issue.
  
  
                                  SIGNATURES
  
      Pursuant to the requirements of the Securities Act of 1933, as amended, The
  InterGroup Corporation, certifies that it has reasonable grounds to believe
  that it meets all of the requirements for filing Form S-8 and has duly caused
  this Registration Statement to be signed on its behalf by the undersigned,
  thereunto authorized, in the City of Los Angeles, State of California on June
  28, 2007.
  
                                            THE INTERGRPOUP CORPORATION
  
                                            By: /s/ John V. Winfield
                                                -----------------------
                                                John V. Winfield, President
                                                Chief Executive Officer and
                                                Chairman of the Board
  
                                      -6-
  <PAGE>
  
                                POWER OF ATTORNEY
  
      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
  below hereby constitutes and appoints John V. Winfield, Gary N. Jacobs and
  Michael G. Zybala, or any one of them, their true and lawful attorneys-in-fact
  and agents, each with full power and substitution and resubstitution, for him
  and in his name, place and stead, in any and all capacities, to sign any and
  all amendments (including post-effective amendments) to this Registration
  Statement, and to file the same, with the Securities and Exchange Commission,
  granting unto said attorneys-in-fact and agents full power and authority to do
  and perform each and every act and thing requisite and necessary to be done in
  and about the premises, as fully to all intents and purposes as he might or
  could do in person, hereby ratifying and confirming all that said attorneys-in-
  fact and agents, or their substitution or substitutes, may lawfully do or cause
  to be done by virtue hereof.
  
  
      Pursuant to the requirements of the Securities Act of 1933, as amended,
  this Registration Statement has been signed below by the following persons in
  the capacities and on the date indicated.
  
  
         Signature                     Title                       Date
  ----------------------   --------------------------------   ---------------
  
  /s/ John V. Winfield     Chairman of the Board, President    June 28, 2007
  ----------------------   and Chief Executive Officer
  John V. Winfield         (Principal Executive Officer)
  
  /s/ David T. Nguyen      Treasurer and Controller            June 28, 2007
  ----------------------   (Principal Accounting Officer)
  David T. Nguyen
  
  /s/ Josef A, Grunwald    Vice Chairman of the Board          June 28, 2007
  ----------------------
  Josef A. Grunwald
  
  /s/ Gary N. Jacobs       Secretary and Director              June 28, 2007
  ----------------------
  Gary N. Jacobs
  
  /s/ John C. Love         Director                            June 28, 2007
  ----------------------
  John C. Love
  
  /s/ William J. Nance     Director                            June 28, 2007
  ----------------------
  William J. Nance
  
                                      -7-
  <PAGE>
  
                                EXHIBIT INDEX
  
  Exhibit Number                     Exhibit Description
  --------------        --------------------------------------------------
  
      4.1               Certificate of Incorporation, dated September 11, 1985,
                        incorporated by reference to Exhibit 3.1 of the Company's
                        Registration Statement on Form S-4, filed on September 6,
                        1985 (Registration No. 33-00126) and Amendment 1 to that
                        Registration Statement filed on October 23, 1985.
  
      4.2               Restated Certificate of Incorporation, dated March 9,
                        1998, incorporated by reference to Exhibit 3 of the
                        Company's Amended Quarterly Report on Form 10-QSB/A
                        for the period ended March 31, 1998, as filed on May 19,
                        1998 (Commission File No. 001-10324).
  
      4.3               Certificate of Amendment to Certificate of Incorporation,
                        dated October 2, 1998, incorporated by reference to
                        Exhibit 3 of the Company's Quarterly report of Form 10-
                        QSB for the period ended September 30, 1998, as filed on
                        November 11, 1998 (Commission File No. 001-10324).
  
      4.4               The By-laws of The InterGroup Corporation, incorporated
                        by reference to Exhibit 3.2 of Amendment 1 of the
                        Company's Registration Statement on Form S-4, filed
                        October 23, 1985 (Registration No. 33-00126).
  
      5.1               Opinion of Michael G. Zybala
  
      23.1              Consent of Michael G. Zybala (set forth as part of
                         Exhibit 5.1)
  
      23.2              Consent of PricewaterhouseCoopers LLP
  
      24                Power of Attorney (see signature pages)
  
      99.1              The InterGroup Corporation 2007 Stock Compensation
                        Plan for Non-Employee Directors, incorporated by
                        reference to the Company's Proxy Statement on Schedule
                        14A filed on January 26, 2007 (Commission File No.
                        001-10324).
  
      99.2              1998 Stock Option Plan for Selected Key Officers,
                        Employees and Consultants, incorporated by reference to
                        the Company's Proxy Statement on Schedule 14A filed on
                        December 21, 1998 (Commission File No. 001-10324).
  
      99.3              1998 Stock Option Plan for Non-Employee Directors
                        incorporated by reference to the Company's Proxy
                        Statement on Schedule 14A filed on December 21, 1998
                        (Commission File No. 001-10324).
  
                                      -8-
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text: As filed with the Securities and Exchange Commission on June 28, 2007
                                                         Registration No. 333-___
  -------------------------------------------------------------------------------
  
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
  
                                   FORM S-8
  
                            REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933
  
                            THE INTERGROUP CORPORATION
                            --------------------------
               (Exact name of registrant as specified in its charter)
  
            DELAWARE                                             13-3293645
   ------------------------------                            ------------------
  (State or other jurisdiction of                           (IRS Employer
   incorporation or organization)                            Identification No.)
  
                                 820 Moraga Drive
                           Los Angeles, California 90049
                       --------------------------------------
                      (Address of Principal Executive Offices)
  
               The InterGroup Corporation 2007 Stock Compensation
                         Plan for Non-Employee Directors
     1998 Stock Option Plan for Selected Key Officers, Employees and Consultants
                1998 Stock Option Plan for Non-Employee Directors
  
                            (Full title of the plan)
                            -----------------------
  
                             Michael G. Zybala, Esq.
                                820 Moraga Drive
                           Los Angeles, California 90049
                                 (310) 466-7961
              (Name, address and telephone number of agent for service)
  
                       CALCULATION OF REGISTRATION FEE
  
                                          Proposed maximum     Proposed maximum
  Title of securities    Amount to be      offering price     aggregate offering       Amount of
  to be registered       registered(1)      per share(2)           price(2)         registration fee
  -------------------    -------------    ----------------    ------------------    ----------------
  Common Stock, $.01       510,000(1)        $17.09              $8,715,900            $267.58
   par value
  ------------------     -------------    ----------------    ------------------    ----------------
  (1) This Registration Statement covers 60,000 shares of Common Stock which are
      issuable under The InterGroup Corporation 2007 Stock Compensation Plan for
      Non-Employee Directors, 300,000 shares of Common Stock issuable under the
      1998 Stock Option Plan for Selected Key Officers, Employees and Consultants
      and 150,000 shares issuable under the 1998 Stock Option Plan for Non-
      Employee Directors. Pursuant to Rule 416 under the Securities Act of 1933,
      this Registration Statement also covers an indeterminate amount of
      additional shares of Common Stock which become issuable under by reason of
      any stock dividend, stock split, recapitalization or other similar
      transactions as required by the Plans.
  
  (2) Estimated solely for the purpose of calculating the registration fee.
      This estimate has been calculated in accordance with Rule 457(c)under the
      Securities Act of 1933 and is based on the closing price per share as
      reported on the NASDAQ Stock Market on June 27, 2007.
  
                                    PART II
  
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3. Incorporation of Documents by Reference.
  
  The following documents filed with the Securities and Exchange Commission (the
  "Commission") are incorporated herein by reference:
  
    (a) The InterGroup Corporation's Annual Report on Form 10-KSB for the fiscal
  year ended June 30, 2006;
  
    (b)(i) The InterGroup Corporation's Quarterly Reports on Form 10-QSB for the
  quarterly periods ended September 30, 2006, December 31, 2006 and March 31,
  2007;
  
    (b)(ii) The InterGroup Corporation's Current reports on Form 8-K dated
  October 2, 2006, October 17, 2006 and March 23, 2007;
  
    (c) The description of The InterGroup Corporation's Common Stock as contained
  in its Registration Statement on Form S-4 (Registration Number 33-00126) filed
  on September 6, 1985, the Amendment to its Registration Statement on Form S-4
  (Registration No. 33-00126) filed on October 23, 1985, and its Registration
  Statement on Form 8-A filed on December 19, 1990 (Commission File No. 001-
  10324), including any amendment or report filed for the purpose of updating
  that description.
  
      All reports and definitive proxy or information statements filed pursuant
  to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
  filing of this Registration Statement and prior to the filing of a post-
  effective amendment which indicates that all securities offered hereby have
  been sold or which de-registers all securities then remaining unsold shall be
  deemed to be incorporated by reference into this Registration Statement and to
  be a part hereof from the date of filing such documents, except as to specific
  sections of such statements as set forth therein. Unless expressly incorporated
  
                                      -2-
  into this Registration Statement, a report "furnished" on Form 8-K prior or
  subsequent to the date hereof shall not be incorporated by reference into this
  Registration Statement. Any statement contained in a document incorporated or
  deemed to be incorporated by reference herein shall be deemed to be modified or
  superseded for purposes of this Registration Statement to the extent that a
  statement contained in any subsequently filed document which also is deemed to
  be incorporated by reference herein modifies or supersedes such statement.
  
  Item 4. Description of Securities.
  
  Not Applicable.
  
  Item 5. Interests of Named Experts and Counsel.
  
      Michael G. Zybala is the Assistant Secretary and Counsel for The InterGroup
  Corporation, who is rendering an opinion in connection herewith as to the
  validity of The InterGroup Corporation Common Stock registered hereby. As of
  June 28, 2007, Mr. Zybala does not beneficially own any shares of the Common
  Stock of The InterGroup Corporation and is not eligible to participate in The
  InterGroup Corporation 2007 Stock Compensation Plan for Non-Employee Directors
  or the 1998 Stock Option Plan for Non-Employee Directors. As an officer and
  employee of The InterGroup Corporation, Mr. Zybala would be eligible to
  participate in the 1998 Stock Option Plan for Selected Key Officers, Employees
  and Consultants but has not been granted any options pursuant to that plan.
  
  Item 6. Indemnification of Directors and Officers.
  
      Section 145 of the General Corporation Law of the State of Delaware
  provides that a Delaware corporation may indemnify any person against expenses,
  judgments, fines and amounts paid in settlements actually and reasonably
  incurred by any such person in connection with a threatened, pending or
  completed action, suit or proceeding, other than an action, suit or proceeding
  in the name of the corporation, in which he is involved by reason of the fact
  that he is or was a director, officer, employee or agent of such corporation,
  provided that (i) he acted in good faith and in a manner he reasonably believed
  to be in or not opposed to the best interests of the corporation and (ii) with
  respect to any criminal action or proceeding, he had no reasonable cause to
  believe his conduct was unlawful. If the action or suit is by or in the name of
  the corporation, the corporation may indemnify any such person against expenses
  actually and reasonably incurred by him in connection with the defense or
  settlement of such action or suit if he acted in good faith and in a manner he
  reasonably believed to be in the best interests of the corporation, except that
  no indemnification may be made in respect to any claim, issue or matter as to
  which such person shall have been adjudged to be liable for negligence or
  misconduct in the performance of his duty to the corporation, unless and only
  to the extent that the Delaware Court of Chancery or the court in which the
  action or suit is brought determines upon application that, despite the
  adjudication of the liability but in light of the circumstances of the case,
  such person is fairly and reasonably entitled to indemnity for such expense as
  the court deems proper.  The Bylaws of The InterGroup Corporation provides for
  indemnification of persons to the extent permitted by the Delaware General
  Corporation Law.
  
                                      -3-
  In accordance with Section 102(b)(7) of the Delaware Law, the Certificate
  of Incorporation, as amended, of The InterGroup Corporation limits the personal
  liability of its directors for violations of their fiduciary duty. The
  Certificate of Incorporation eliminates each director's liability to The
  InterGroup corporation or its stockholders for monetary damages except (i) for
  any breach of the director's duty of loyalty to The InterGroup Corporation or
  its stockholders, (ii) for acts or omissions not in good faith or which involve
  intentional misconduct or a knowing violation of law, (iii) under the section
  of the Delaware law providing for liability of directors for unlawful payment
  of dividends or unlawful stock purchases or redemptions, or (iv) for any
  transaction from which a director derived an improper personal benefit. The
  effect of this provision is to eliminate the personal liability of directors
  for monetary damages for actions involving a breach of their fiduciary duty of
  care, including any such actions involving gross negligence. This provision
  will not, however, limit in any way the liability of directors for violations
  of the Federal securities laws.
  
      Insofar as indemnification for liabilities arising under the Securities Act
  may be permitted to directors, officers or persons controlling The InterGroup
  Corporation pursuant to the foregoing provisions, The InterGroup Corporation
  has been informed that in the opinion of the Securities and Exchange Commission
  such indemnification is against public policy as expressed in the Securities
  Act and is therefore unenforceable.  Reference is made to Item 9 of the
  undertakings with respect to indemnification for liabilities arising under the
  Securities Act.
  
      The InterGroup Corporation also provides insurance from commercial carriers
  against some liabilities incurred by its officers and directors.
  
  Item 7.  Exemption from Registration Claimed.
  
  Not Applicable.
  
  Item 8.  Exhibits.
  
  Exhibit Number                     Exhibit Description
  --------------        --------------------------------------------------
  
      4.1               Certificate of Incorporation, dated September 11, 1985,
                        incorporated by reference to Exhibit 3.1 of the Company's
                        Registration Statement on Form S-4, filed on September 6,
                        1985 (Registration No. 33-00126) and Amendment 1 to that
                        Registration Statement filed on October 23, 1985.
  
      4.2               Restated Certificate of Incorporation, dated March 9,
                        1998, incorporated by reference to Exhibit 3 of the
                        Company's Amended Quarterly Report on Form 10-QSB/A
                        for the period ended March 31, 1998, as filed on May 19,
                        1998 (Commission File No. 001-10324).
  
      4.3               Certificate of Amendment to Certificate of Incorporation,
                        dated October 2, 1998, incorporated by reference to
                        Exhibit 3 of the Company's Quarterly report of Form 10-
                        QSB for the period ended September 30, 1998, as filed on
                        November 11, 1998 (Commission File No. 001-10324).
  
                                      -4-
  4.4               The By-laws of The InterGroup Corporation, incorporated
                        by reference to Exhibit 3.2 of Amendment 1 of the
                        Company's Registration Statement on Form S-4, filed
                        October 23, 1985 (Registration No. 33-00126).
  
      5.1               Opinion of Michael G. Zybala
  
      23.1              Consent of Michael G. Zybala (set forth as part of
                         Exhibit 5.1)
  
      23.2              Consent of PricewaterhouseCoopers LLP
  
      24                Power of Attorney (see signature pages)
  
      99.1              The InterGroup Corporation 2007 Stock Compensation
                        Plan for Non-Employee Directors, incorporated by
                        reference to the Company's Proxy Statement on Schedule
                        14A filed on January 26, 2007 (Commission File No.
                        001-10324).
  
      99.2              1998 Stock Option Plan for Selected Key Officers,
                        Employees and Consultants, incorporated by reference to
                        the Company's Proxy Statement on Schedule 14A filed on
                        December 21, 1998 (Commission File No. 001-10324).
  
      99.3              1998 Stock Option Plan for Non-Employee Directors
                        incorporated by reference to the Company's Proxy
                        Statement on Schedule 14A filed on December 21, 1998
                        (Commission File No. 001-10324).
  
  Item 9. Undertakings.
  
    (a) The InterGroup Corporation hereby undertakes:
  
       (1) To file, during any period in which offers or sales are being made, a
  post-effective amendment to this Registration Statement:
  
        (i)   to include any prospectus required by Section 10(a)(3) of the
              Securities act of 1933;
  
        (ii)  to reflect in the prospectus any fact or events arising after the
              effective date of the Registration Statement (or the most recent
              post-effective amendment thereof) which, individually or in the
              aggregate, represent a fundamental change in the information set
              forth in the Registration Statement;
  
        (iii) to include any material information with respect to the plan of
              distribution not previously disclosed in the Registration Statement
              or any material change to such information in the Registration
              Statement;
  
    Provided, however, that the undertakings set forth in paragraphs (a)(1)(i)
    and (a)(1)(ii) of this section do not apply if the information required to be
    included in a post-effective amendment by those paragraphs is contained in
    periodic reports filed with or furnished to the Commission by The InterGroup
    Corporation pursuant to Section 13 or Section 15(d) of the Securities
    Exchange Act of 1934 that are incorporated by reference in the Registration
    Statement.
  
                                      -5-
  (2) That, for the purpose of determining any liability under the
           Securities Act of 1933, each such post-effective amendment shall be
           deemed to be a new registration statement relating to the securities
           offered therein, and the offering of such securities at that time
           shall be deemed to be the initial bona fide offering thereof.
  
       (3) To remove from registration by means of a post-effective amendment any
           of the securities being registered which remain unsold at the
           termination of the offering.
  
    (b) The InterGroup Corporation hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of The
  InterGroup Corporation's annual report on Form 10-KSB pursuant to Section 13(a)
  or 15(d) of the Securities Exchange Act of 1934 that is incorporated by
  reference in the Registration Statement shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
    (h) Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors, officers and controlling persons of
  The InterGroup Corporation pursuant to the foregoing provisions, or otherwise,
  The InterGroup Corporation has been advised that in the opinion of the
  Securities and Exchange Commission such indemnification is against public
  policy as expressed in the Securities Act and is, therefore, unenforceable. In
  the event that a claim for indemnification against such liabilities (other than
  the payment by The InterGroup Corporation of expenses incurred or paid by a
  director, officer or controlling person of The InterGroup Corporation in the
  successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, The InterGroup Corporation will, unless in the opinion of its
  counsel the matter has been settled by controlling precedent, submit to a court
  of appropriate jurisdiction the question whether such indemnification by it is
  against public policy as expressed in the Securities Act and will be governed
  by the final adjudication for such issue.
  
                                  SIGNATURES
  
      Pursuant to the requirements of the Securities Act of 1933, as amended, The
  InterGroup Corporation, certifies that it has reasonable grounds to believe
  that it meets all of the requirements for filing Form S-8 and has duly caused
  this Registration Statement to be signed on its behalf by the undersigned,
  thereunto authorized, in the City of Los Angeles, State of California on June
  28, 2007.
  
                                            THE INTERGRPOUP CORPORATION
  
                                            By: /s/ John V. Winfield
                                                -----------------------
                                                John V. Winfield, President
                                                Chief Executive Officer and
                                                Chairman of the Board
  
                                      -6-
  POWER OF ATTORNEY
  
      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
  below hereby constitutes and appoints John V. Winfield, Gary N. Jacobs and
  Michael G. Zybala, or any one of them, their true and lawful attorneys-in-fact
  and agents, each with full power and substitution and resubstitution, for him
  and in his name, place and stead, in any and all capacities, to sign any and
  all amendments (including post-effective amendments) to this Registration
  Statement, and to file the same, with the Securities and Exchange Commission,
  granting unto said attorneys-in-fact and agents full power and authority to do
  and perform each and every act and thing requisite and necessary to be done in
  and about the premises, as fully to all intents and purposes as he might or
  could do in person, hereby ratifying and confirming all that said attorneys-in-
  fact and agents, or their substitution or substitutes, may lawfully do or cause
  to be done by virtue hereof.
  
      Pursuant to the requirements of the Securities Act of 1933, as amended,
  this Registration Statement has been signed below by the following persons in
  the capacities and on the date indicated.
  
         Signature                     Title                       Date
  ----------------------   --------------------------------   ---------------
  
  /s/ John V. Winfield     Chairman of the Board, President    June 28, 2007
  ----------------------   and Chief Executive Officer
  John V. Winfield         (Principal Executive Officer)
  
  /s/ David T. Nguyen      Treasurer and Controller            June 28, 2007
  ----------------------   (Principal Accounting Officer)
  David T. Nguyen
  
  /s/ Josef A, Grunwald    Vice Chairman of the Board          June 28, 2007
  ----------------------
  Josef A. Grunwald
  
  /s/ Gary N. Jacobs       Secretary and Director              June 28, 2007
  ----------------------
  Gary N. Jacobs
  
  /s/ John C. Love         Director                            June 28, 2007
  ----------------------
  John C. Love
  
  /s/ William J. Nance     Director                            June 28, 2007
  ----------------------
  William J. Nance
  
                                      -7-
  EXHIBIT INDEX
  
  Exhibit Number                     Exhibit Description
  --------------        --------------------------------------------------
  
      4.1               Certificate of Incorporation, dated September 11, 1985,
                        incorporated by reference to Exhibit 3.1 of the Company's
                        Registration Statement on Form S-4, filed on September 6,
                        1985 (Registration No. 33-00126) and Amendment 1 to that
                        Registration Statement filed on October 23, 1985.
  
      4.2               Restated Certificate of Incorporation, dated March 9,
                        1998, incorporated by reference to Exhibit 3 of the
                        Company's Amended Quarterly Report on Form 10-QSB/A
                        for the period ended March 31, 1998, as filed on May 19,
                        1998 (Commission File No. 001-10324).
  
      4.3               Certificate of Amendment to Certificate of Incorporation,
                        dated October 2, 1998, incorporated by reference to
                        Exhibit 3 of the Company's Quarterly report of Form 10-
                        QSB for the period ended September 30, 1998, as filed on
                        November 11, 1998 (Commission File No. 001-10324).
  
      4.4               The By-laws of The InterGroup Corporation, incorporated
                        by reference to Exhibit 3.2 of Amendment 1 of the
                        Company's Registration Statement on Form S-4, filed
                        October 23, 1985 (Registration No. 33-00126).
  
      5.1               Opinion of Michael G. Zybala
  
      23.1              Consent of Michael G. Zybala (set forth as part of
                         Exhibit 5.1)
  
      23.2              Consent of PricewaterhouseCoopers LLP
  
      24                Power of Attorney (see signature pages)
  
      99.1              The InterGroup Corporation 2007 Stock Compensation
                        Plan for Non-Employee Directors, incorporated by
                        reference to the Company's Proxy Statement on Schedule
                        14A filed on January 26, 2007 (Commission File No.
                        001-10324).
  
      99.2              1998 Stock Option Plan for Selected Key Officers,
                        Employees and Consultants, incorporated by reference to
                        the Company's Proxy Statement on Schedule 14A filed on
                        December 21, 1998 (Commission File No. 001-10324).
  
      99.3              1998 Stock Option Plan for Non-Employee Directors
                        incorporated by reference to the Company's Proxy
                        Statement on Schedule 14A filed on December 21, 1998
                        (Commission File No. 001-10324).
  
                                      -8-