EXHIBIT 3.4


                             STATE OF DELAWARE
          CERTIFICATE OF AMENDEMENT OF CERTIFICATE OF INCORPORATION
                       OF THE INTERGROUP CORPORATION

    THE INTERGROUP CORPORATION, a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
Company"), does hereby certify:

     FIRST: That pursuant to unanimous written consent of the Board of
Directors of the Company, resolutions were duly adopted setting forth a
proposed amendment of the Company's Certificate of Incorporation, as amended
(the "Certificate of Incorporation"), declaring said amendment to be advisable
and providing that the amendment be presented to the stockholders for
consideration and action by written consent. The resolution setting forth the
proposed amendment is as follows:

     RESOLVED, that the Company's Certificate of Incorporation be amended
     by changing Article "FOURTH" thereof so that, as amended, said
     Article shall be and read as follows:

                               FOURTH

         "The total number of shares of stock which the Corporation
         shall have the authority to issue is Four Million One
         Hundred Thousand (4,100,000) shares, of which Four Million
         (4,000,000) shares shall be Common Stock, $0.01 par value
         per share, and One Hundred Thousand (100,000) shares shall
         be Preferred Stock, $0.01 par value per share.

         The Board of Directors shall have authority to fix from time
         to time by resolution or resolutions the designations, voting
         powers, preferences and relative, participating, optional or
         other special rights, and the qualifications, limitations and
         restrictions thereof, in respect of the number of shares of
         any series of Preferred Stock.  Subject to the protective
         conditions and restrictions of any outstanding Preferred
         Stock, any amendment to this Certificate of Incorporation
         which increases or decreases the authorized capital stock of
         any class or classes may be adopted by the affirmative vote
         of the holders of a majority of the outstanding shares of
         the voting stock of the Corporation."

     SECOND: That thereafter, in accordance with Section 228 of the General
Corporation Law of the State of Delaware, the necessary number of shares as
required by the statute were voted in favor of the amendment by written
shareholder consent.

     THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

     IN WITNESS WHEREOF, THE INTERGROUP CORPORATION has duly caused this
certificate to be signed this 3rd day of August, 2007.

                                           THE INTERGROUP CORPORATION

                                        By: /s/ John V. Winfield
                                            --------------------------
                                           John V. Winfield
                                           President and Chairman of the Board