SECURITIES AND EXCHANGE COMMISSIONS
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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. Howard A. Jaffe
Vice Chairman of the Board
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
February 4, 1996
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. [ ]
Page 1 of 5
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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 505,000 Shares of Common Stock
Beneficially
Owned by 8. Shared Voting Power
Each
Reporting
Person 9. Sole Dispositive Power
With 505,000 Shares of Common Stock
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned By Each Reporting Person
505,000 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
13.0%
14. Type of Reporting Person
CO
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AMENDMENT NO. 3
TO
SCHEDULE 13D
OF THE INTERGROUP CORPORATION
REGARDING OWNERSHIP OF COMMON STOCK OF
PACIFIC GATEWAY PROPERTIES, INC.
This Amendment No. 3 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. 3 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 5. Interest in Securities of the Issuer.
(a) At the close of business on February 11, 1997,
Intergroup beneficially owned 505,000 shares, or approximately
13.0% 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.
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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: February 11, 1997
THE INTERGROUP CORPORATION
By: /s/John V. Winfield
Chairman of the
Board and President
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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.
Number of Shares Price Per
Trade Date Purchased Share
January 20, 1997 8,500 $3.77
January 21, 1997 16,600 $3.98
January 22, 1997 2,400 $4.00
January 23, 1997 2,000 $4.13
January 24, 1997 1,500 $3.85
January 28, 1997 100 $3.69
January 30, 1997 1,500 $3.87
January 31, 1997 1,200 $4.05
February 3, 1997 5,000 $4.13
February 4, 1997 20,000 $4.00
February 7, 1997 26,200 $4.24
February 11, 1997 35,000 $4.25
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