<DOCUMENT>
<TYPE>10QSB
<SEQUENCE>1
<FILENAME>intg10q93002.txt
<DESCRIPTION>THE INTERGROUP CORPORATION FORM 10-QSB 9-30-2002
<TEXT>
                  U.S. SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D. C. 20549


                                FORM 10-QSB

 [X]   Quarterly Report Under Section 13 Or 15 (d) of the
       Securities Exchange Act of 1934

For the quarterly period ended September 30, 2002

 [ ]   Transition Report Under Section 13 Or 15 (d) of the
       Securities Exchange Act of 1934

For the transition period from ______ to _____

Commission file number 1-10324


                          THE INTERGROUP CORPORATION
                          --------------------------
        (Exact Name of Small Business Issuer 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, CA 90049
                     --------------------------------------
                    (Address of Principal Executive Offices)


                                 (310) 889-2500
                            -------------------------
                           (Issuer's Telephone Number)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
YES [X]  NO [ ]


The number of shares outstanding of the issuer's Common Stock, $.01 par value,
as of November 13, 2002 were 1,835,047 shares.

Transitional Small Business Disclosure Format: YES [ ]   NO [X]


                                                                Page 1 of 20
<PAGE>




                          THE INTERGROUP CORPORATION
                            INDEX TO FORM 10-QSB


PART  I.  FINANCIAL INFORMATION                                      PAGE

  Item 1.  Consolidated Financial Statements:

    Consolidated Balance Sheet (unaudited)
      As Of September 30, 2002                                         3

    Consolidated Statements of Operations (unaudited)
      For the Three Months Ended September 30, 2002 and 2001           4

    Consolidated Statements of Cash Flows (unaudited)
      For the Three Months Ended September 30, 2002 and 2001           5

    Notes to Consolidated Financial Statements                         6

  Item 2. Management's Discussion and Analysis of
    Financial Condition and Results of Operations                     11

  Item 3. Controls and Procedures                                     16



Part  II.  OTHER INFORMATION

  Item 1.  Legal Proceedings                                          17

  Item 6.  Exhibits and Reports on Form 8-K                           17

Signatures                                                            18


                                                                  Page 2 of 20
<PAGE>



<TABLE>
<CAPTION>
                          THE INTERGROUP CORPORATION
                             CONSOLIDATED BALANCE SHEET
                                    (UNAUDITED)

As of September 30,                                                  2002
                                                                  -----------
<S>                                                              <C>
Assets
  Investment in real estate, at cost:
    Land                                                         $ 25,704,000
    Buildings, improvements and equipment                          53,824,000
    Property held for sale or development                             907,000
                                                                  -----------
                                                                   80,435,000
    Less:  accumulated depreciation                               (16,629,000)
                                                                  -----------
                                                                   63,806,000
  Investment in Justice Investors                                   9,855,000
  Cash and cash equivalents                                         3,006,000
  Restricted cash                                                     877,000
  Investment in marketable securities                               3,550,000
  Prepaid expenses and other assets                                 1,293,000
                                                                  -----------
    Total assets                                                 $ 82,387,000
                                                                  ===========
Liabilities and Shareholders' Equity
Liabilities
  Mortgage notes payable                                         $ 55,706,000
  Obligation for securities sold                                    1,034,000
  Accounts payable and other liabilities                            4,562,000
  Deferred income taxes                                               642,000
                                                                  -----------
    Total liabilities                                              61,944,000
                                                                  -----------
Minority interest                                                   9,134,000
                                                                  -----------
Commitments and contingencies

Shareholders' equity:
  Preferred stock, $.01 par value, 2,500,000 shares
   authorized; none issued                                                  -
  Common stock, $.01 par value, 4,000,000 shares authorized;
   2,129,288 issued, 1,835,047 outstanding                             21,000
  Common stock, class A $.01 par value, 2,500,000 shares
   authorized; none issued                                                  -
  Additional paid-in capital                                        8,686,000
  Retained earnings                                                 8,558,000
  Note receivable - stock options                                  (1,438,000)
  Treasury stock, at cost, 294,241 shares                          (4,518,000)
                                                                  -----------
    Total shareholders' equity                                     11,309,000
                                                                  -----------
    Total liabilities and shareholders' equity                   $ 82,337,000
                                                                  ===========
</TABLE>

The accompanying notes are an integral part of the consolidated
financial statements.

                                                                  Page 3 of 20
<PAGE>




<TABLE>
<CAPTION>
                           THE INTERGROUP CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)


For the Three Months ended September 30,               2002           2001
                                                   -----------    -----------
<S>                                               <C>            <C>
Real estate operations:
  Rental income                                   $  3,338,000   $  3,303,000
  Rental expenses:
    Mortgage interest expense                         (837,000)      (900,000)
    Property operating expenses                     (1,537,000)    (1,533,000)
    Real estate taxes                                 (341,000)      (283,000)
    Depreciation                                      (656,000)      (597,000)
                                                   -----------    -----------
                                                       (33,000)       (10,000)
    Gain on sale of real estate                             -      10,277,000
                                                   -----------    -----------
    (Loss)income from real estate operations           (33,000)    10,267,000
                                                   -----------    -----------

Equity in net income of Justice Investors              499,000      1,088,000
                                                   -----------    -----------

Investment transactions:
  Net investment losses                             (1,289,000)   (10,051,000)
  Dividend and interest income                         100,000        128,000
  Margin interest, trading & management expenses      (220,000)      (565,000)
                                                   -----------    -----------
    Loss from investment transactions               (1,409,000)   (10,488,000)
                                                   -----------    -----------
Other income(expense):
  General and administrative expenses                 (367,000)      (365,000)
  Other income (expense)                                 4,000        (11,000)
                                                   -----------    -----------
    Other expense                                     (363,000)      (376,000)
                                                   -----------    -----------
(Loss) income before provision for income
 taxes and minority interest                        (1,306,000)       491,000

Provision for income tax benefit (expense)             490,000       (200,000)
                                                   -----------    -----------
(Loss) income before minority interest                (816,000)       291,000
Minority interest                                      281,000      1,742,000
                                                   -----------    -----------
Net (loss) income                                 $   (535,000)  $  2,033,000
                                                   ===========    ===========
Basic (loss)earnings per share                    $       (.29)  $       1.08
                                                   ===========    ===========
Weighted average number of shares outstanding        1,857,214      1,886,627
                                                   ===========    ===========
Diluted (loss)earnings per share                  $       (.29)  $       0.98
                                                   ===========    ===========
Diluted weighted average number of shares
 outstanding                                         1,857,214      2,084,627
                                                   ===========    ===========
</TABLE>

The accompanying notes are an integral part of the consolidated
financial statements.

                                                                 Page 4 of 20
<PAGE>


<TABLE>
<CAPTION>
                               THE INTEGROUP CORPORATION
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (Unaudited)


For the Three Months Ended September,                  2002           2001
                                                   -----------    -----------
<S>                                                <C>            <C>
Cash flows from operating activities:
  Net (loss)income                                 $  (535,000)   $ 2,033,000
  Adjustments to reconcile net (loss)income to
   cash provided by(used in) operating activities:
    Depreciation of real estate                        656,000        597,000
    Gain on sale of real estate                             -     (10,277,000)
    Net unrealized (gains)losses on investments       (517,000)     8,973,000
    Equity in net income from Justice Investors       (499,000)    (1,088,000)
    Minority interest                                 (281,000)    (1,742,000)
    Changes in assets and liabilities:
      Restricted cash                                   95,000         50,000
      Investment in marketable securities            3,403,000      9,173,000
      Other investments                                     -           6,000
      Prepaid expenses and other assets                (79,000)      (486,000)
      Accounts payable and other liabilities           313,000       (778,000)
      Due to broker                                   (579,000)    (2,867,000)
      Obligations for securities sold                  543,000     (5,266,000)
      Deferred income taxes                           (887,000)     1,193,000
                                                   -----------    -----------
  Net cash provide by (used in)
      operating activities                           1,633,000       (479,000)
                                                   -----------    -----------
Cash flows from investing activities:
  Additions to buildings, improvements
   and equipment                                      (474,000)    (1,172,000)
  Investment in real estate                            (41,000)    (4,018,000)
  Proceeds from sale of real estate                         -      13,862,000
  Distributions from Justice Investors                 501,000        627,000
                                                   -----------    -----------
  Net cash (used in) provided by
   investing activities                                (14,000)     9,299,000
                                                   -----------    -----------
Cash flows from financing activities:
  Principal payments on mortgage notes payable        (223,000)    (4,719,000)
  Borrowings from mortgage notes payable                    -       2,269,000
  Purchase of treasury stock                          (210,000)        (9,000)
  Dividends paid to minority shareholders              (63,000)       (63,000)
                                                   -----------    -----------
  Net cash used in financing activities               (496,000)    (2,522,000)
                                                   -----------    -----------
Net increase in cash and cash equivalents            1,123,000      6,298,000
Cash and cash equivalents at beginning of
 period                                              1,883,000        878,000
                                                   -----------    -----------
Cash and cash equivalents at end of period         $ 3,006,000    $ 7,176,000
                                                    ==========     ==========
</TABLE>

The accompanying notes are an integral part of the consolidated
financial statements.

                                                                 Page 5 of 20
<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)


1.  General

The consolidated financial statements included herein are unaudited; however,
in the opinion of The InterGroup Corporation ("InterGroup" or the "Company"),
the interim financial information contains all adjustments, including normal
recurring adjustments, necessary to present fairly the results for the interim
period.  These consolidated financial statements include the accounts of the
Company and its subsidiaries and should be read in conjunction with the
Company's June 30, 2002 audited consolidated financial statements and notes
thereto.

As of September 30, 2002, the Company had the power to vote 55.0% of the
voting shares of Santa Fe Financial Corporation ("Santa Fe"), a public company
(Nasdaq SmallCap: SFEF).  Santa Fe's revenue is primarily generated through
the management of its 68.8% owned subsidiary, Portsmouth Square, Inc.
("Portsmouth"), which derives its revenue primarily as a general partner and a
49.8% limited partner in Justice Investors ("Justice"), a California limited
partnership.  Justice owns the land, improvements and leaseholds known as the
Holiday Inn Financial District/Chinatown, a 566-room hotel in San Francisco,
California.

The results of operations for the three months ended September 30, 2002 are
not necessarily indicative of results to be expected for the full fiscal year
ending June 30, 2003.


2.  Investment in Real Estate

On August 2, 2001, the Company was awarded $13,862,000 from the Circuit court
of St. Louis County, Missouri, which granted the City of St. Louis permission
to take possession of the 176-unit St. Louis, Missouri apartment complex in a
condemnation action filed by the City of St. Louis.  The Company realized a
gain of $10,277,000 and received net proceeds of $9,255,000 after payment of
the mortgage on the property, costs and attorneys' fees.  On August 10, 2001,
the City of St. Louis filed Exceptions to the Commissioners' Report
challenging the amount of the award to the Company and requested a jury trial
on the matter.  On August 21, 2002, the Company and the City of Saint Louis
entered into a settlement. Pursuant to the terms of the settlement, the
Company is to pay back to the City the amount of $762,000, which had been
accrued for as of June 30, 2002, from the condemnation award of $13,862,000.
Payments are to be made in twelve monthly installments without interest.
Collateral for the obligation and penalties in the event of default are still
being negotiated by the parties and no installment payments have been made.

In August 2002, the Company purchased land contiguous to an existing property
located in Austin, Texas for $25,000.


                                                                 Page 6 of 20
<PAGE>


3.  Marketable Securities:

Marketable securities are stated at market value as determined by the most
recently traded price of each security at the balance sheet date.  Marketable
securities are classified as trading with net change in unrealized gains or
losses included in earnings.  For the quarter ended September 30, 2002, net
losses on marketable securities of $1,289,000 included net unrealized gains of
$517,000 and net realized losses of $1,806,000.  For the quarter ended
September 30, 2001, net losses on marketable securities of $10,051,000
included net unrealized losses of $8,973,000 and net realized losses of
$1,078,000.

The Company may utilize margin for its marketable securities purchases through
the use of standard margin agreements with national brokerage firms.  The use
of available leverage is guided by the business judgment of management.

The Company's investment portfolio consists primarily of corporate equities.
The Company has also invested in corporate bonds and income producing
securities, which may include interests in real estate based companies and
REITs, where financial benefit could inure to its shareholders through income
and/or capital gain.  The Company may also use exchange traded funds, options
and futures to hedge concentrated stock positions and index futures to hedge
against market risk and enhance the performance of the Company's portfolio
while reducing the overall portfolio's risk and volatility.

The Company's current investment portfolio as of September 30, 2002 is
composed of following types of investment securities:


                                                      % of Total
                                     Market Value      Portfolio
                                     ------------      ---------
Fixed income:
  Corporate bonds                     $   390,000         11.0%
  Mortgage securities                      55,000          1.5%

Corporate securities:
  Common stocks                         2,354,000         66.3%
  Preferred stocks                        611,000         17.2%

REIT's                                    138,000          3.9%

Warrants                                    2,000           .1%
                                       ----------        ------

TOTAL SECURITIES ASSETS               $ 3,550,000        100.0%
                                       ==========        ======



As part of the investment strategies, the Company may assume short positions
in marketable securities.  Short sales are used by the Company to potentially
offset normal market risks undertaken in the course of its investing
activities or to provide additional return opportunities.  The Company has no
naked short positions.  As of September 30, 2002, the Company had obligations
for securities sold (equities short) of $1,034,000.


                                                             Page 7 of 20
<PAGE>


4.  Investment in Justice Investors:

The consolidated accounts include a 49.8% interest in Justice Investors, a
California limited partnership ("Justice Investors"), in which Portsmouth
serves as one of the two general partners.  The other general partner, Evon
Garage Corporation ("Evon"), serves as the managing general partner.  As a
general and limited partner, Portsmouth has significant control over the
management and operation of the assets of Justice Investors.  All significant
partnership decisions require the active participation and approval of both
general partners.  The Company and Evon jointly consult and determine the
amount of partnership reserves and the amount of cash to be distributed to the
limited partners.

The partnership derives most of its income from a lease of its San Francisco,
California hotel property to Felcor Lodging Trust, Inc. ("Felcor") and from a
lease of the garage portion of the property to Evon.  As a general partner,
the Company and its subsidiaries have become more active in monitoring and
overseeing the operations of the hotel and parking garage.

Pursuant to the terms of the partnership agreement, voting rights of the
partners are determined according to the partners' entitlement to share in the
net profit and loss of the partnership.  The Company is not entitled to any
additional voting rights by virtue of its position as a general partner.
The partnership agreement also provides that no portion of the partnership
real property can be sold without the written consent of the general and
limited partners entitled to more than 72% of the net profit.


Condensed financial statements for Justice Investors are as follows:


                            JUSTICE INVESTORS
                         CONDENSED BALANCE SHEET

As of September 30,                                            2002
                                                            ----------
Assets
Total current assets                                       $   310,006
Property, plant and equipment, net of
  accumulated depreciation of $12,355,738                    4,423,588
Loan fees and deferred lease costs,
  net of accumulated amortization of $233,560                   76,852
                                                            ----------
    Total assets                                           $ 4,810,446
                                                            ==========

Liabilities and partners' capital
Total current liabilities                                  $   760,181
Partners' capital                                            4,050,265
                                                            ----------
    Total liabilities and partners' capital                $ 4,810,446
                                                            ==========


                                                                Page 8 of 20
<PAGE>




                            JUSTICE INVESTORS
                    CONDENSED STATEMENTS OF OPERATIONS

For the three months ended September 30,       2002            2001
                                            ----------      ----------
Revenues                                    1,191,473      $ 2,384,501
Costs and expenses                           (188,888)        (198,959)
                                            ----------      ----------
Net income                                  1,002,585      $ 2,185,542
                                            ==========      ==========


5.  Commitments and Contingencies:

On August 21, 2002, the Company and the City of Saint Louis entered into a
settlement of the City's appeal of a condemnation award in favor of the
Company in the amount of $13,862,000 related to the acquisition, by eminent
domain of the Company's 176-unit apartment complex in St. Louis, Missouri.
Pursuant to the terms of the settlement, the Company is to pay back to the
City the amount of $762,000 from the condemnation award of $13,862,000.
Payments are to be made in twelve monthly installments without interest.
Collateral for the obligation and penalties in the event of default are still
being negotiated by the parties and no installment payments have been made to
date.  If the parties fail to agree on acceptable collateral, the settlement
can be rescinded.

The Company is a defendant or co-defendant in various other legal actions
involving various claims incident to the conduct of its business.  Most of
these claims are covered by insurance.  Management does not anticipate the
Company to suffer any material liability by reason of such actions.


6.  Related Parties

John V. Winfield serves as Chief Executive Officer and Chairman of the
Company, Portsmouth, and Santa Fe.  Depending on certain market conditions and
various risk factors, the Chief Executive Officer, his family, Portsmouth and
Santa Fe may, at times, invest in the same companies in which the Company
invests.  The Company encourages such investments because it places personal
resources of the Chief Executive Officer and his family members, and the
resources of Portsmouth and Santa Fe, at risk in connection with investment
decisions made on behalf of the Company.

In May 1996, the Company's Chairman and President exercised options to
purchase 187,500 shares of Common Stock at a price of $7.67 per share through
a full recourse note due to the Company on demand with due date of May 16,
2003.  The note bears interest floating at the lower of 10% or the prime rate
(4.75% at September 30, 2002) with interest payable quarterly.  The balance of
the note receivable of $1,438,000 is reflected as a reduction of shareholders'
equity at September 30, 2002.

                                                                 Page 9 of 20
<PAGE>




7.  Earnings Per Share

Basic earnings per share are computed by dividing net income available to
common stockholders by the weighted average number of common shares
outstanding.  The computation of diluted earnings per share is similar to the
computation of basic earnings per share except that the weighted-average
number of common shares is increased to include the number of additional
common shares that would have been outstanding if potential dilutive common
shares had been issued.  The Company's only potentially dilutive common shares
are stock options.  Stock options are included in diluted earnings per share
by application of the treasury stock method.  As the Company reported a loss
for the quarter ended September 30, 2002, the inclusion of potentially
dilutive common shares related to stock options (192,000 shares at September
30, 2002) would be anti-dilutive.


8.  Segment Information

The Company operates in three reportable segments, the operations of its
multi-family residential properties, the operation of Justice Investors, and
the investment of its cash and securities assets. These three operating
segments, as presented in the financial statements, reflect how management
internally reviews each segment's performance.  Management also makes
operational and strategic decisions based on this same information.

Information below represents reported segments for the three months ended
September 30, 2002 and the three months ended September 30, 2001.  Operating
income for rental properties consist of rental income.  Operating income from
Justice Investors consists of the operations of the hotel and garage included
in the equity in net income of Justice Investors.  Operating income (losses)
for investment transactions consist of net investment gains(losses)and
dividend and interest income.

<TABLE>
<CAPTION>
                                 Real Estate
                           -------------------------
Three months ended            Rental       Justice     Investment
September 30, 2002          Properties    Investors    Transactions     Other          Total
                           -----------   -----------   -----------   -----------   ------------
<S>                        <C>           <C>           <C>            <C>            <C>
Operating income(loss)     $ 3,338,000   $   499,000   $(1,189,000)   $        -     $2,648,000
Operating expenses          (1,537,000)            -      (220,000)            -     (1,757,000)
Real estate taxes             (341,000)            -                           -       (341,000)
                           -----------   -----------   -----------   -----------   ------------
                             1,460,000       499,000    (1,409,000)           -         550,000

Mortgage interest expenses    (837,000)            -             -             -       (837,000)
Depreciation                  (656,000)            -             -             -       (656,000)
General and administrative
  expenses                           -             -             -      (367,000)      (367,000)
Other income                         -             -             -         4,000          4,000
Income tax benefit                   -             -             -       490,000        490,000
Minority interest                    -             -             -       281,000        281,000
                           -----------   -----------   -----------   -----------   ------------
Net income(loss)               (33,000)      499,000    (1,409,000)      408,000       (535,000)
                           ===========   ===========   ===========   ===========   ============
Total Assets               $63,806,000   $ 9,855,000   $ 3,550,000   $ 5,176,000    $82,387,000
                           ===========   ===========   ===========   ===========   ============

</TABLE>

                                                                 Page 10 of 20
<PAGE>



<TABLE>
<CAPTION>
                                 Real Estate
                           -------------------------
Three months ended            Rental       Justice     Investment
September 30, 2001          Properties    Investors    Transactions     Other          Total
                           -----------   -----------   -----------   -----------   ------------

<S>                        <C>           <C>          <C>            <C>           <C>
Operating income (loss)    $ 3,303,000   $ 1,088,000  $ (9,923,000)  $         -   $ (5,532,000)
Operating expenses          (1,533,000)            -      (565,000)            -     (2,098,000)
Real estate taxes             (283,000)            -             -             -       (283,000)
                           -----------   -----------   -----------   -----------   ------------
                             1,487,000     1,088,000   (10,488,000)            -     (7,913,000)

Mortgage interest expenses    (900,000)            -             -             -       (900,000)
Depreciation                  (597,000)            -             -             -       (597,000)
General and administrative
  expenses                           -             -             -      (365,000)      (365,000)
Gain on sale of
 real estate                10,277,000             -             -             -     10,277,000
Other losses                         -             -             -       (11,000)       (11,000)
Income tax expense                   -             -             -      (200,000)      (200,000)
Minority interest                    -             -             -     1,742,000      1,742,000
                           -----------   -----------   -----------   -----------   ------------
Net income (loss)          $10,267,000   $ 1,088,000  $(10,488,000)  $ 1,166,000   $  2,033,000
                           ===========   ===========   ===========   ===========   ============
Total Assets               $63,443,000   $11,347,000  $ 26,531,000   $10,399,000   $111,720,000
                           ===========   ===========   ===========   ===========   ============
</TABLE>


                                                                Page 11 of 20
<PAGE>


Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS AND PROJECTIONS

The discussion below and elsewhere in the Report includes forward-looking
statements about the future business results and activities of the Company,
which, by their very nature, involve a number of risks and uncertainties. When
used in this discussion, the words "estimate", "project", "anticipate" and
similar expressions, are subject to certain risks and uncertainties, such as
the impact of terrorism and war on the national and international economies,
including tourism and the securities markets, changes in general economic
conditions, local real estate markets, and competition, as well as
uncertainties relating to uninsured losses, securities markets, and
litigation, including those discussed below and in the Company's
Form 10-KSB for the fiscal year ended June 30, 2002 that could cause actual
results to differ materially from those projected.  Readers are cautioned not
to place undue reliance on these forward-looking statements.  The Company
undertakes no obligation to publicly release the results of any revisions to
those forward-looking statements, which may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.


RESULTS OF OPERATIONS

For the Three Months Ended September 30, 2002 Compared to the
Three Months Ended September 30, 2001

The Company incurred a net loss of $535,000 for the three months ended
September 30, 2002 compared to net income of $2,033,000 for the three months
ended September 30, 2001.  This was primarily due to the gain on sale of real
estate in the prior year's quarter and a decline in income of Justice
Investors, partially offset by a decline in investment losses and a decrease
in margin interest, trading and management expenses.

Income from real estate operations change to a loss of $33,000 for the three
months ended September 30, 2002 as compared to income of $10,267,000 for the
three months ended September 30, 2001.  This was primarily due to the
$10,277,000 gain on sale of real estate during the quarter ended September 30,
2001.

Rental income increased by approximately $35,000 due to increased occupancy at
one of the Texas apartment complexes as well as the purchase of another Texas
apartment complex on September 5, 2001 that operated for the full quarter
ended September 30, 2002. This was offset by the loss of revenues relating to
the sale of one apartment complex in St. Louis, Missouri and a decrease in
occupancy at the other St. Louis, Missouri apartment complex.  The remaining
apartment complex revenues varied immaterially in the comparative quarter.

The increase in rental expenses was primarily due to increases in real estate
taxes and depreciation of approximately $117,000.  This was partially offset
by a decrease in mortgage interest expenses of approximately $63,000.
Additionally, real estate expenses changed with the acquisition and
disposition of apartment complexes noted in the aforementioned paragraph.


                                                              Page 12 of 20
<PAGE>



The decrease in equity in net income of Justice Investors to $499,000 from
$1,088,000 is attributable to a $600,000 arbitration settlement payment from
the hotel lessee in the first quarter of fiscal 2001, of which approximately
$300,000 was attributable to our investment in Justice Investors.  In
addition, the terrorist attacks of September 11, 2001 had a dramatic impact on
tourism and the hospitality industry.  Those events, coupled with the weak
economy and increased competition in the hotel industry in San Francisco, have
resulted in a decline in hotel revenues.  Average daily room rates declined
29% to $94 from $133 in the prior year's quarter, while average occupancy
increased 5% to 81% from 77% in the prior year's quarter.  The small increase
in occupancy rate compared to the prior year period was attributable to a
significant decline in occupancy from September 11, 2001 to the end of that
quarter.

Net losses on marketable securities decreased to $1,289,000 for the three
months ended September 30, 2002 from net losses of $10,051,000 for the three
months ended September 30, 2001.  For the three months ended September 30,
2002, the Company had net unrealized gains of $517,000 and net realized losses
of $1,806,000.  Gains and losses on marketable securities may fluctuate
significantly from period to period in the future and could have a significant
impact on the Company's net income.  However, the amount of gain or loss on
marketable securities for any given period may have no predictive value and
variations in amount from period to period may have no analytical value.  For
a more detailed description of the composition of the Company's marketable
securities and performance please see the section below.

Margin interest, trading and management expenses decreased to $220,000 from
$565,000, primarily due to the lower management expense and maintenance of
lower average daily margin balances during the current quarter.
Trading and management expenses decreased as a result of the termination of
the third party management agreement in November 2001.  Trading and management
expenses decreased to $177,000 from $432,000 in the prior years quarter, and
margin interest decrease to $43,000 from $133,000 in the prior years quarter.

Income taxes changed to a benefit of $490,000 from expense of $200,000 due to
the loss generated from business activity during the quarter ended September
30, 2002.

Minority interest decreased to $281,000 from minority expense of $1,742,000 as
a result of a net loss generated by the Company's subsidiary, Santa Fe, during
the current quarter.


MARKETABLE SECURITIES

The Company invests from time to time in corporate debt and equity securities,
mortgage backed securities, securities issued by REIT's and other companies,
which invest primarily in real estate.  The following table sets forth the
composition of the Company's investment securities portfolio as of September
30, 2002:

                                                              Page 13 of 20
<PAGE>



                                                      % of Total
                                     Market Value      Portfolio
                                     ------------      ---------
Fixed income:
  Corporate bonds                     $   390,000         11.0%
  Mortgage securities                      55,000          1.5%
Corporate securities:
  Common stocks                         2,354,000         66.3%
  Preferred stocks                        611,000         17.2%
REIT's                                    138,000          3.9%
Warrants                                    2,000           .1%
                                       ----------        ------
TOTAL SECURITIES ASSETS               $ 3,550,000        100.0%
                                       ==========        ======


The following table shows the composition of the Company's investment
securities portfolio by selected industry groups as of September 30, 2002.


                                                             % of Total
                                                              Investment
   Industry Group                      Market Value           Securities
   --------------                      ------------           ----------
   Metal and auto manufacturers            883,000               24.9%
   Telecommunication                     1,078,000               30.4%
   Financial Services                       55,000                1.5%
   Energy                                  165,000                4.6%
   Retail/Wholesale                        192,000                5.4%
   Hospitality                              87,000                2.5%
   Capital Goods                           156,000                4.4%
   Computer/Technologies                    68,000                1.9%
   Real Estate Investment Trusts           138,000                3.9%
   Electric and Other Services             720,000               20.3%
   Pharmaceutical & Health Care              8,000                0.2%
                                        ----------              ------
                                       $ 3,550,000              100.0%
                                        ==========              ======



The Company's investment portfolio is diversified with 38 different equity
positions.  Only six individual equity securities comprise more than 5% of the
equity value of the portfolio, with the largest being 17%.  The amount of the
Company's investment in any particular issuer may increase or decrease, and
additions or deletions to its securities portfolio may occur, at any time.
While it is the internal policy of the Company to limit its initial investment
in any single equity to less than 5% of its total portfolio value, that
investment could eventually exceed 5% as a result of equity appreciation or
reduction of other positions.  Marketable securities are stated at market
value as determined by the most recently traded price of each security at the
balance sheet date.


                                                               Page 14 of 20
<PAGE>



The following table shows the net gain or loss on the Company's marketable
securities and the associated margin interest and trading expenses for the
quarters ended September 30, 2002 and 2001.


                                Quarter Ended          Quarter Ended
                                September 30,          September 30,
                                    2002                   2001
                                -------------          -------------
Net loss on
  marketable securities         $ (1,289,000)          $(10,051,000)
Dividend & interest
  income                             100,000                128,000
                                  ----------             ----------
                                  (1,189,000)            (9,923,000)
                                  ----------             ----------
Margin interest                      (43,000)              (133,000)
Trading and management
  expenses                          (177,000)              (432,000)
                                  ----------             ----------
                                    (220,000)              (565,000)
                                  ----------             ----------
Investment loss                  $(1,409,000)          $(10,488,000)
                                  ==========             ==========


FINANCIAL CONDITION AND LIQUIDITY

The Company's cash flows are generated primarily from its real estate
activities, sales of investment securities and borrowings related to both.
During the three months ended September 30, 2002, the Company generated net
cash flow of $1,633,000 from operating activities, used net cash flow of
$14,000 from investing activities, and used net cash flow of $496,000 from
financing activities.

During the three months ended September 30, 2002, the Company made property
improvements in the aggregate amount of $474,000.  Management believes the
improvements to its properties will enhance market values, maintain the
competitiveness of the Company's properties and potentially enable the Company
to obtain a higher yield through higher rents.

The Company's Board of Directors has given the Company the authority to
repurchase, from time to time, up to a total of 333,000 shares (adjusted for
two stock splits) of its Common Stock.  Such repurchases may be made at the
discretion of management and depending upon market conditions. During the
three months ended September 30, 2002, the Company purchased 15,030 shares of
treasury stock for total of $210,000.

The events of September 11, 2001 had a dramatic impact on the domestic and
global economies resulting in a significant decline in securities markets.
Although the Company's investment portfolio felt part of that impact,
management anticipates that its net cash flow from real estate operations,
securities transactions and real estate financing activities will be
sufficient to fund any property acquisitions, property improvements, debt
service requirements and operating expenses in fiscal year 2003.

The Company has no off balance sheet arrangements.  The Company also does not
have any material contractual obligations or commercial commitments.

                                                                 Page 15 of 20
<PAGE>




IMPACT OF INFLATION

The Company's residential and commercial rental properties provide income from
short-term operating leases and no lease extends beyond one year.  Rental
increases are expected to offset anticipated increased property operating
expenses.

Hotel room rates are typically impacted by supply and demand factors, not
inflation, since rental of a hotel room is usually for a limited number of
nights.  Room rates can be, and usually are, adjusted to account for
inflationary cost increases.  To the extent that the hotel lessee is able to
adjust room rates, there should be minimal impact on partnership revenues due
to inflation.  Partnership revenues are also subject to interest rate risks,
which may be influenced by inflation.  For the two most recent fiscal years,
the impact of inflation on the Company's income is not viewed by management as
material.


CRITICAL ACCOUNTING POLICIES

The Company reviews its long-lived assets and other investments for impairment
when circumstances indicate that a potential loss in carrying value may have
occurred.  To the extent that projected future undiscounted cash flows from
the operation of the Company's hotel property, owned through the Company's
investment in Justice Investors, and rental properties are less than the
carrying value of the asset, the carrying value of the asset is reduced to its
fair value.  For other investments, the Company reviews the investment's
operating results, financial position and other relevant factors to determine
whether the estimated fair value of the asset is less than the carrying value
of the asset.

Marketable securities are stated at market value as determined by the most
recently traded price of each security at the balance sheet date.  Marketable
securities are classified as trading with net unrealized gains or losses
included in earnings.  The Company's other accounting policies are
straightforward in their application.


Item 3. Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

The management of the Company, including the Chief Executive Officer and the
Vice President Finance (acting as Chief Financial Officer), have conducted an
evaluation of the effectiveness of the Company's disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) as of a date
within 90 days prior to the filing of this Quarterly Report on Form 10-QSB
(the "Evaluation Date").  Based upon that evaluation, the Chief Executive
Officer and the Chief Financial Officer concluded that, as of the Valuation
Date, the Company's disclosure controls and procedures are effective in timely
alerting them to material information relating to the Company, including its
consolidated subsidiaries, required to be included in the Company's periodic
SEC filings.


                                                                Page 16 of 20
<PAGE>


(b) Changes in internal controls.

Subsequent to the date of the evaluation, there have been no significant
changes in the Company's internal controls or in other factors that could
significantly affect internal controls, nor were there any corrective actions
required with regard to significant deficiencies and material weaknesses.


                         PART II.   OTHER INFORMATION


Item 1. Legal Proceedings

The following is furnished to update information previously reported in the
Company's Annual Report on Form 10-KSB for the fiscal year ended June 30,
2002.

Continental Casualty Company v. The InterGroup Corporation and John V.
Winfield; United States District Court, Central District of California, Case
No. 01-01034.

On November 8, 2002, the United States District Court entered an order denying
Continental Casualty Company's motion for summary judgment and motion for
partial summary judgment in the alternative.  No trial date on the matter has
been set and the outcome of this case cannot be reasonably predicted at this
time.

City of St. Louis, Missouri v. The InterGroup Corporation, Intergroup
Bridgeton, Inc., et al., Circuit Court of St. Louis County, State of Missouri,
Cause No. 01CC000945.

On August 21, 2002, the Company and the City of Saint Louis entered into a
settlement of the City's appeal of a condemnation award in favor of the
Company in the amount of $13,862,000 related to the acquisition, by eminent
domain, of the Company's 176-unit apartment complex in St. Louis, Missouri.
Pursuant to the terms of the settlement, the Company is to pay back to the
City the amount of $762,000 from the condemnation award of $13,862,000.
Payments are to be made in twelve monthly installments without interest.
Collateral for the obligation and penalties in the event of default are still
being negotiated by the parties and no installment payments have been made to
date.  If the parties fail to agree on acceptable collateral, the settlement
can be rescinded.


Item 6.  Exhibits and Reports on Form 8-K

        (a) Exhibit 99.1 - Certificates Pursuant to 18 U.S.C. Section 1350
            as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
            2002.

        (b) Reports on Form 8-K - During the quarter ended September 30,
            2002, the following reports on Form 8-k were filed by the
            Registrant.

       Date of Report           Item Reported             Description
       --------------           -------------             ------------

       July 15, 2002          Item 5. Other Events      Change in Officers


                                                              Page 17 of 20
<PAGE>



                                SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                               THE INTERGROUP CORPORATION
                                                     (Registrant)

Date: November 13, 2002                    by /s/ John V. Winfield
                                              ----------------------------
                                              John V. Winfield, President,
                                              Chairman of the Board and
                                              Chief Executive Officer


Date: November 13, 2002                    by /s/ Gregory C. McPherson
                                              -----------------------------
                                              Gregory C. McPherson,
                                              Executive Vice President


Date: November 13, 2002                    by /s/ Nick D. Pantuso
                                              -----------------------------
                                              Nick D. Pantuso
                                              Vice President Finance


Date: November 13, 2002                    by /s/ Arnold Acerbes
                                              ------------------------------
                                              Arnold Acerbes, Controller
                                              (Principal Accounting Officer)



                           CERTIFICATIONS


I, John V. Winfield, certify that:

1.  I have reviewed this quarterly report on Form 10-QSB of The InterGroup
Corporation;

2.  Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;

3.  Based on my knowledge, the financial statements and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flow of the
registrant as of, and for, the periods presented in this quarterly report;

                                                              Page 18 of 20
<PAGE>



4.  The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

    a) designated such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;

    b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

    c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date.

5.  The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing equivalent
functions):

    a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for
registrant's auditors and material weaknesses in internal controls; and

    b) any fraud, whether or not material, that involves management or other
employees who have a significant role in registrant's internal controls; and

6.  The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:  November 13, 2002                        /s/ John V. Winfield
                                                   ----------------------
                                                   John V. Winfield
                                                   President and Chief
                                                   Executive Officer

_____________________________________________________________________________


I, Nick D. Pantuso, certify that:

1.  I have reviewed this quarterly report on Form 10-QSB of The InterGroup
Corporation;

2.  Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;

                                                               Page 19 of 20
<PAGE>



3.  Based on my knowledge, the financial statements and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flow of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

    a) designated such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;

    b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

    c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date.

5.  The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing equivalent
functions):

    a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for
registrant's auditors and material weaknesses in internal controls; and

    b) any fraud, whether or not material, that involves management or other
employees who have a significant role in registrant's internal controls; and

6.  The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:  November 13, 2002                        /s/ Nick D. Pantuso
                                                   ----------------------
                                                    Nick D. Pantuso
                                                    Vice President Finance
                                                    (Chief Financial Officer)


10

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