SECURITIES AND EXCHANGE COMMISSIONS
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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
March 4, 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 -5-
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CUSIP No. 802014-10-0
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 211,450
Beneficially __________________________________________________
Owned by 8. Shared Voting Power
Each
Reporting __________________________________________________
Person 9. Sole Dispositive Power
With 211,450
__________________________________________________
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned By Each Reporting Person
211,450 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
33.1%
14. Type of Reporting Person
CO
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AMENDMENT NO. 5 TO SCHEDULE 13D
OF THE INTERGROUP CORPORATION
REGARDING OWNERSHIP OF COMMON STOCK OF
SANTA FE FINANCIAL CORPORATION
This Amendment No. 5 to Schedule 13D is being filed by
The Intergroup Corporation ("Intergroup") to update information
previously furnished. This Amendment 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.
Item 5. Interest in Securities of the Issuer.
(a) Intergroup, as of March 4, 1996, beneficially
owns, for purposes of Section 13(d) of the Exchange Act: (i)
121,450 shares of the Common Stock, and (ii) 90,000 shares of the
Common Stock which may be acquired upon exercise of Warrants.
The shares and the Warrant Shares represent 33.1% 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 (such shares outstanding do not include
Warrants).
(b) Intergroup has sole voting and disposition power
with respect to the shares and warrants described in Item 5(a).
Mr. John V. Winfield is Chairman and President of Intergroup.
(c) Information with respect to transactions effected
in the Stock during the past sixty (60) days by Intergroup is set
forth in Appendix A hereto.
(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.
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: March 4, 1996
THE INTERGROUP CORPORATION
By: /s/Howard A. Jaffe
Howard A. Jaffe
Corporate Secretary
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SCHEDULE A
The following table sets forth the trade date for each
purchase of Stock by Intergroup, the number of shares of Stock
purchased in each such transaction and the price per share in
each such transaction effected in the past sixty (60) days. No
shares were sold during the period. All the shares of Stock were
purchased in ordinary brokerage transactions effected in the
over-the-counter market.
Trade Date No. of Price
Common Per
Shares Share
Purchased
January 21, 1996 1,700 $20.94
February 14, 1996 1,500 $20.88
February 15, 1996 1,000 $21.13
March 4, 1996 2,800 $24.09
