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SECURITIES AND EXCHANGE COMMISSIONS
Washington, DC 20549
SCHEDULE 13D
Amendment No. 1
Under the Securities Exchange Act of 1934
TIS Mortgage Investment Company
Name of Issuer
Common Stock, $.001 Par Value
Title of Class of Securities
872527106
CUSIP Number
Mr. John V. Winfield
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
December 2, 1997
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. 872527106
1. Name of Reporting Person
Santa Fe Financial Corporation
2. Check the Appropriate Box if a Member of a Group
a. [ ]
b. [ X ]
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
Nevada
Number of 7. Sole Voting Power
Shares 50,000 Shares
Beneficially _________________________________
Owned by 8. Shared Voting Power
Each
Reporting _________________________________
Person 9. Sole Dispositive Power
With 50,000 Shares
_________________________________
10. Shared Dispositive Power
_________________________________
11. Aggregate Amount Beneficially Owned By Each Reporting Person
50,000 Shares
12. Check if the Aggregate Amount in Row 11 Excludes Certain
Shares _________
13. Percent of Class Represented by Amount in Row 11
0.6%
14. Type of Reporting Person
CO
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CUSIP No. 872527106
1. Name of Reporting Person
The Intergroup Corporation
2. Check the Appropriate Box if a Member of a Group
a. [ ]
b. [ X ]
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 430,100 Shares
Beneficially _________________________________
Owned by 8. Shared Voting Power
Each
Reporting ________________________________
Person 9. Sole Dispositive Power
With 430,100 Shares
________________________________
10. Shared Dispositive Power
________________________________
11. Aggregate Amount Beneficially Owned By Each Reporting Person
430,100 Shares
12. Check if the Aggregate Amount in Row 11 Excludes Certain
Shares _________
13. Percent of Class Represented by Amount in Row 11
5.3%
14. Type of Reporting Person
CO
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CUSIP No. 872527106
1. Name of Reporting Person
John V. Winfield
2. Check the Appropriate Box if a Member of a Group
a. [ ]
b. [ X ]
3. SEC Use Only
4. Source of Funds
PF
5. Check if Disclosure of Legal Proceedings is Required
pursuant to Items 2(d) or 2 ______
6. Citizenship of Place of Organization
U.S. Citizen
Number of 7. Sole Voting Power
Shares 193,000 Shares
Beneficially _______________________________
Owned by 8. Shared Voting Power
Each
Reporting _______________________________
Person 9. Sole Dispositive Power
With 193,000 Shares
______________________________
10. Shared Dispositive Power
______________________________
11. Aggregate Amount Beneficially Owned By Each Reporting Person
193,000 Shares
12. Check if the Aggregate Amount in Row 11 Excludes Certain
Shares _________
13. Percent of Class Represented by Amount in Row 11
2.4%
14. Type of Reporting Person
IN
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SCHEDULE 13D
AMENDMENT NO. 1
OF MR. JOHN V. WINFIELD, THE INTERGROUP CORPORATION AND
SANTA FE FINANCIAL CORPORATION
REGARDING OWNERSHIP OF COMMON STOCK OF
TIS MORTGAGE INVESTMENT COMPANY
This Amendment No. 1 to Schedule 13D is being filed to
update information previously filed by Mr. John V. Winfield, The
Intergroup Corporation, a Delaware corporation ("Intergroup") and
Santa Fe Financial Corporation, a Nevada corporation ("Santa
Fe"), in connection with the additional purchases of Common
Stock, Par Value $.001 per share, (the "Shares") of TIS Mortgage
Investment Company, a Maryland corporation (the "Company").
Item 3. Source and Amount of Funds or Other Consideration.
Intergroup and Santa Fe used working capital, as their
source of funds to purchase the Shares.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Winfield, may be deemed to beneficially own,
for purposes of Section 13(d) of the Exchange Act, 193,000
Shares. These shares represent 2.4% of the outstanding Shares
based on the Company's representation that the Company has
8,105,880 Shares outstanding.
Intergroup, may be deemed to beneficially own, for
purposes of Section 13(d) of the Exchange Act, 430,100 Shares.
These shares represent 5.3% of the outstanding shares based on
the Company's representation that the Company has 8,105,880
Shares outstanding.
Santa Fe, may be deemed to beneficially own, for
purposes of Section 13(d) of the Exchange Act, 50,000 Shares.
These shares represent 0.6% of the outstanding Shares based on
the Company's representation that the Company has 8,105,880
Shares outstanding.
(b) Mr. Winfield, Intergroup and Santa Fe, each have
sole voting and investment power with respect to their individual
securities holdings disclosed in Item 5(a) above. Mr. Winfield,
as Chairman, President and Chief Executive Officer of Intergroup
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and Santa Fe, may also be deemed to have voting and investment
power with respect to Intergroup and Santa Fe's securities
holding disclosed in Item 5(a) above.
(c) Information with respect to transactions effected
in the Shares during the past sixty (60) days by Mr. Winfield,
Intergroup and Santa Fe is set forth in Appendix I.
(d) No person other than Mr. Winfield, Intergroup and
Santa Fe, and Mr. Winfield as Chairman, President and Chief
Executive Officer of each of these companies, have the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the shares of the securities
disclosed in Item 5(a) above.
(e) Inapplicable.
SIGNATURES
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: December 12, 1997 JOHN V. WINFIELD
By: /s/ John V. Winfield
THE INTERGROUP CORPORATION
By: /s/ John V. Winfield
Its President, Chairman and
CEO
SANTA FE FINANCIAL CORPORATION
By: /s/ John V. Winfield
Its President, Chairman and
CEO
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APPENDIX I
The following table sets forth the trade date for each
purchase and sale of Common or Preferred Stock by Mr. Winfield,
Intergroup and Santa Fe, the number of Shares purchased and sold
in each such transaction and the price per share in each such
transaction effected during the past sixty (60) days. All of the
Shares were purchased in brokerage transactions on the New York
Stock Exchange.
No. of Shares of
Common Stock Price per
Trade Date Person Purchased Share
12/2/97 Intergroup 16,800 $1.5186
12/4/97 Intergroup 15,100 $1.5828
12/8/97 Intergroup 9,800 $1.6173
12/9/97 Intergroup 8,200 $1.5534
12/10/97 Intergroup 11,200 $1.6138
12/11/97 Intergroup 3,300 $1.5644
12/12/97 Intergroup 17,200 $1.5218
