SECURITIES AND EXCHANGE COMMISSIONS
Washington, DC 20549
SCHEDULE 13D
(Amendment No. 3)
Under the Securities Exchange Act of 1934
ETZ LAVUD LIMITED
Name of Issuer
Common Shares, Par Value N.I.S. 0.17 Per Share
Title of Class of Securities
297882-10-2
CUSIP Number
Mr. John V. Winfield
Chairman and 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
July 14, 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. [ ]
<PAGE>
CUSIP No. 297882-10-2 (Page 2 of 8 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. X
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 110,400 Common Shares
Beneficially 26,000 Class A Common Shares
Owned by 8. Shared Voting Power
Each none.
Reporting
Person 9. Sole Dispositive Power
With 110,400 Common Shares
26,000 Class A Common Shares
10. Shared Dispositive Power
none.
11. Aggregate Amount Beneficially Owned By Each Reporting Person
110,400 Common Shares
26,000 Class A Common Shares
12. Check if the Aggregate Amount in Row 11 Excludes Certain
Shares _________
13. Percent of Class Represented by Amount in Row 11
6.1% Common Shares
1.4% Class A Common Shares
14. Type of Reporting Person
CO
<PAGE>
CUSIP No. 297882-10-2 (Page 3 of 8 Pages)
1. Name of Reporting Person Tax Identification Number
John V. Winfield
2. Check the Appropriate Box if a Member of a Group
a. X
b.
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(e) ________
6. Citizenship or Place of Organization
United States of America
Number of 7. Sole Voting Power
Shares 75,500 Common Shares
Beneficially 36,400 Class A Common Shares
Owned by 8. Shared Voting Power
Each none.
Reporting
Person 9. Sole Dispositive Power
With 75,500 Common Shares
36,400 Class A Common Shares
10. Shared Dispositive Power
4,500 Common Shares
12,900 Class A Common Shares
11. Aggregate Amount Beneficially Owned By Each Reporting Person
80,000 Common Shares
49,300 Class A Common Shares
12. Check if the Aggregate Amount in Row 11 Excludes
Certain Shares __________
13. Percent of Class Represented by Amount in Row 11
4.4% Common Shares
2.7% Class A Common Shares
14. Type of Reporting Person
IN
<PAGE>
AMENDMENT NO. 3 TO SCHEDULE 13D
OF THE INTERGROUP CORPORATION
REGARDING OWNERSHIP OF COMMON SHARES OF
ETZ LAVUD LIMITED
This Amendment No. 3 to Schedule 13D is being filed by
The Intergroup Corporation ("Intergroup") and Mr. John Winfield
to update information previously furnished. This Amendment
reflects further acquisitions of Etz Lavud Limited's ("Etz
Lavud") Common Shares, par value NIS 0.17 per share, (the Shares)
by Intergroup, Mr. Winfield and Mr. Winfield's relatives.
Although this filing has supplementally included Intergroup's and
Mr. Winfield's beneficial ownership of Etz Lavud's Class A Common
Shares, par value NIS 0.17 per share, in future filings this
information will not be included regarding this separate class of
Etz Lavud's securities unless the beneficial ownership exceeds 5%
of this class of security.
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 and the personal
funds of Mr. Winfield and his relatives.
Item 5. Interest in Securities of the Issuer.
(a) At the close of business on July 21, 1997,
Intergroup beneficially owned 110,400 shares, or approximately
6.1% of the 1,803,750 outstanding Common Shares and 26,000
shares, or approximately 1.4% of the 1,803,750 Class A Common
Shares of Etz Lavud; as reported by Etz Lavud in its Proxy
Statement dated April 6, 1997.
At the close of business on July 21, 1997, Mr.
Winfield beneficially owned 80,000 shares, or approximately 4.4%
of the 1,803,750 outstanding Common Shares and 49,300 shares,
Class A Common Shares of Etz Lavud; as reported by Etz Lavud in
its Proxy Statement dated April 6, 1997.
<PAGE>
(b) Intergroup has sole voting and investment power
with respect to 110,400 Common Shares and 26,000 Class A Common
Shares disclosed in Item 5(a) above.
Mr. Winfield has sole voting and investment power with
respect to 75,500 Common Shares and 36,400 Class A Common Shares
disclosed in Item 5(a) above. 4,500 Common Shares are owned by
Ms. Tamar Valenta, Mr. Winfield's sister, for which Mr. Winfield
has shared dispositive power. 2,800 Class A Common Shares are
owned by Ms. Tamar Valenta and 10,100 shares are owned by Mr.
Frank Valenta, Mr. Winfield's father, for which Mr. Winfield has
shared dispositive power. Mr. Winfield does not have shared
voting power for either Ms. Tamar Valenta's or Mr. Frank
Valenta's shares discussed above. Ms. Tamar Valenta's business
address is The Intergroup Corporation, 2121 Avenue of the Stars,
Suite 2020, Los Angeles, California. Mr. Frank Valenta's resides
in Los Angeles, California, and he is retired. Both Ms. Tamar
Valenta and Mr. Frank Valenta are U.S. citizens. During the last
five years, to the best knowledge of Intergroup and Mr. Winfield,
neither Ms. Tamar Valenta nor Mr. Frank Valenta, has been (i)
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violations with respect to such
laws.
(c) Information with respect to transactions effected
in the past sixty (60) days by Intergroup or Mr. Winfield is set
forth in Appendix I hereto.
(d) No person other than Intergroup, Mr. Winfield or
Mr. Winfield's relatives, with respect to each of their own
shares, have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the
shares beneficially owned by each.
(e) Not applicable.
<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 28, 1997
By: /s/ John V. Winfield
----------------------
John V. Winfield
<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 28, 1997
THE INTERGROUP CORPORATION
By: /s/ John V. Winfield
---------------------
John V. Winfield
Chairman/President
<PAGE>
APPENDIX I
The following table sets forth the trade date for each
purchase and sale of Shares beneficially owned by Intergroup or
Mr. Winfield, the number of shares 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 were purchased
in ordinary brokerage transactions effected on the American
Exchange.
No. of Common
Trade Date Shares Purchased Price Per Share
Intergroup
July 14, 1997 4,000 $7.00
July 17, 1997 1,900 $7.12
July 21, 1997 4,500 $7.38
Mr. Winfield
None.
