SECURITIES AND EXCHANGE COMMISSIONS
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
SANTA FE FINANCIAL CORPORATION
Name of Issuer
Common Stock, Par Value $0.10 Per Share
Title of Class of Securities
802014-10-0
CUSIP Number
Mr. Howard A. Jaffe
Chief Operating Officer
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
July 31, 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. [ ]
-1- of -6-
<PAGE>
CUSIP No. 802014-10-0 (Page 2 of 6 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 or Place of Organization
Delaware
Number of 7. Sole Voting Power
Shares
Beneficially __________________________________________________
Owned by 8. Shared Voting Power
Each 198,000
Reporting __________________________________________________
Person 9. Sole Dispositive Power
With
__________________________________________________
10. Shared Dispositive Power
198,000
11. Aggregate Amount Beneficially Owned By Each Reporting Person
198,000 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
31.0%
14. Type of Reporting Person
CO
<PAGE>
AMENDMENT NO. 3
TO
SCHEDULE 13D
OF THE INTERGROUP CORPORATION
REGARDING OWNERSHIP OF COMMON STOCK OF
SANTA FE FINANCIAL CORPORATION
This Amendment No. 3 to Schedule 13D is being filed by
The Intergroup Corporation to update information previously
furnished in connection with that certain Securities Purchase
Agreement (the "Agreement") dated December 20, 1994 between The
Intergroup Corporation, a Delaware corporation ("Intergroup"),
and Santa Fe Financial Corporation, a Nevada corporation (the
"Company"). Pursuant to the Agreement, on January 11, 1995
Intergroup purchased (i) 90,000 shares (the "Shares") of the
Common Stock, par value $.10 per share, of the Company (the
"Common Stock") and (ii) 90,000 warrants (the "warrants"), each
Warrant representing the right to purchase one share of the
Common Stock (the "Warrant Shares"). This Amendment No. 3
reflects further Common Stock acquisitions by Intergroup.
The following Items of this Schedule 13D are amended.
Item 3. Source and Amount of Funds or Other Consideration.
Intergroup used working capital as its source of funds
to purchase all Shares as well as the Warrants initially
acquired. Intergroup presently believes that it would use working
capital to purchase any Warrant Shares upon exercise of the
Warrants.
Item 5. Interest in Securities of the Issuer.
(a) Intergroup, as of April 28, 1995, beneficially
owns, for purposes of Section 13(d) of the Exchange Act: (i)
108,000 shares of the Common Stock, and (ii) 90,000 shares of the
Common Stock which may be acquired upon exercise of the Warrants.
The shares and the Warrant Shares represent 31.0% of the
outstanding Common Stock.
The percentages were determined based on the Company's
representation that there are 548,019 shares of Common Stock
currently outstanding.
(b) Intergroup shares with Mr. John V. Winfield the
voting power and disposition power with respect to the Shares,
and would share with Mr. Winfield voting power and disposition
power with respect to any of the Warrant Shares it acquires upon
exercise of the Warrants.
(c) The increase in Intergroup's position from those
reflected in Amendment No. 2 resulted from the purchase reflected
on Schedule A attached hereto. Intergroup did not sell any shares
of the Common Stock of the Company during the sixty (60) days
prior to the date of this Schedule 13D.
(d) No person other than Intergroup, with respect to
its Shares, or Mr. Winfield, with respect to his shares, has the
right to receive or the power to direct the receipt of dividends
from, and the proceeds from the sale of, the Shares beneficially
owned by each.
(e) Inapplicable.
<PAGE>
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: July 31, 1995
THE INTERGROUP CORPORATION
By: /s/Howard A. Jaffe
Howard A. Jaffe
Corporate Secretary
<PAGE>
SCHEDULE A
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 since our last
filing. All the shares of Stock were purchased in ordinary
brokerage transactions effected in the over-the-counter market.
No. of
Common Shares Price Per
Trade Date Purchased Share
May 3, 1995 3,300 $21.50
July 5, 1995 2,000 $20.50
July 6, 1995 1,000 $20.625
July 31, 1995 757 $20.75
