SECURITIES AND EXCHANGE COMMISSIONS
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
PACIFIC GATEWAY PROPERTIES, INC.
Name of Issuer
Common Stock, Par Value $1.00 Per Share
Title of Class of Securities
694329-10-3
CUSIP Number
Mr. Keith R. Schrupp
Vice President
The InterGroup Corporation
2121 Avenue of the Stars, Suite 2020
Los Angeles, California 90067
(310) 556-1999
_________________________________________
Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
June 20, 1995
Date of Event which Requires Filing of this Statement
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b) (3) or (4), check the following box. [ ]
Check the following box if a fee is being paid with this
statement. [ ]
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CUSIP No. 694329-10-3 (Page 2 of 5 Pages)
1. Name of Reporting Person Tax Identification Number
The Intergroup Corporation 13-3293645
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required
pursuant to Items 2(d) or 2 ______
6. Citizenship of Place of Organization
Delaware
Number of 7. Sole Voting Power
Shares 385,000 Shares of Common Stock
Beneficially
Owned by 8. Shared Voting Power
Each
Reporting
Person 9. Sole Dispositive Power
With 385,000 Shares of Common Stock
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned By Each Reporting Person
385,000 Shares of Common Stock
12. Check if the Aggregate Amount in Row 11 Excludes Certain
Shares _________
13. Percent of Class Represented by Amount in Row 11
9.9%
14. Type of Reporting Person
CO
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AMENDMENT NO. 2
TO
SCHEDULE 13D
OF THE INTERGROUP CORPORATION
REGARDING OWNERSHIP OF COMMON STOCK OF
PACIFIC GATEWAY PROPERTIES, INC.
This Amendment No. 2 to Schedule 13D is being filed by
The Intergroup Corporation ("Intergroup") to update information
previously furnished in connection with the purchase of the
Common Stock, $1 par value per share (the "Stock"), of Pacific
Gateway Properties, Inc. ("PGP"). This Amendment No. 2 reflects
further Stock acquisitions by Intergroup.
The following Items of this Schedule 13D are amended:
Item 3. Source and Amount of Funds or Other Consideration.
All funds used in making purchases of the Stock were
obtained from the working capital of Intergroup.
Item 4. Purposes of Transactions.
The Stock to which this statement relates has been
acquired by Intergroup for investment. Other than possibly
increasing its equity interest, Intergroup has no pending plans
or proposals with respect to PGP. However, Intergroup intends to
continuously review its options with respect to its existing
investment in the Stock, and expressly reserves the right to (i)
purchase additional stock or other securities of PGP by public or
private purchase; (ii) dispose of all or any part of its
investment in the Stock by public or private sale or otherwise;
in each case, at such prices and on such terms as Intergroup may
deem advisable; and/or (iii) take such other action with respect
to its investment in the Stock as Intergroup may deem
appropriate, including by meeting or consulting with the Board of
Directors to discuss PGP's assets, corporate structure, dividend
policies, capital operations, properties management and personnel
or potential extraordinary transactions, such as merger,
reorganization or liquidation of the Company or any of its assets
or subsidiaries, and by contacting other shareholders to discuss
corporate strategy or any of the foregoing matters.
Except as set forth above, Intergroup has no present
plans or proposals which would result in or relate to any of the
transactions described in subparagraph (a) through (j) of Item 4
of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) At the close of business on March 1, 1995,
Intergroup beneficially owned 385,000 shares, or approximately
9.9% of the outstanding shares of Stock of PGP.
(b) Intergroup has sole voting and investment power
with respect to the Stock disclosed in Item 5(a) above.
(c) Information with respect to transactions effected
in the Stock during the past 60 days by Intergroup is set forth
in Appendix I hereto.
(d) No person other than Intergroup has the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the shares of Stock disclosed in
Appendix I hereto.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth
in this statement is true, complete and correct.
Dated: June 20, 1995
THE INTERGROUP CORPORATION
By:
/s/ Howard A. Jaffe
Vice Chairman of the Board and COO
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APPENDIX I
The following table sets forth the trade date for each
purchase and sale of Stock by Intergroup, the number of shares of
Stock purchased and sold in each such transaction and the price
per share in each such transaction effected during the past 60
days. All the shares of Stock were purchased in ordinary
brokerage transactions effected in the over-the-counter market.
Trade Date Number of Price per
Shares Purchased Share
June 23, 1995 7,000 $3.46
June 20, 1995 56,100 $3.50
June 16, 1995 2,700 $3.37
June 14, 1995 6,600 $3.33
June 12, 1995 2,100 $3.31
