UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  SCHEDULE 13D   


                     Under the Securities Exchange Act of 1934
                                (Amendment No. 21)

                           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


                                 Michael G. Zybala
                            Asst. Secretary and Counsel
                            The InterGroup Corporation
                                 820 Moraga Drive
                           Los Angeles, California 90049
                                  (310) 889-2500
                     --------------------------------------------
                     Name, Address and Telephone Number of Person
                   Authorized to Receive Notices and Communications

                                 December 29, 2004
                                 -----------------
                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(e), 13d-1(f) or 13d-1(g), check 
the following box. [ ]


                                                             Page 1 of 6




CUSIP No. 802014-10-0                                     Page 2 of 6 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) [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(e) [ ]

-----------------------------------------------------------------------------
6.   Citizenship or Place of Organization

     Delaware
-----------------------------------------------------------------------------
Number of                                 7.   Sole Voting Power
Shares                                         937,996
Beneficially                              -----------------------------------
Owned by                                  8.   Shared Voting Power
Each                                          
Reporting                                 -----------------------------------
Person                                    9.   Sole Dispositive Power
With                                           888,596  
                                          -----------------------------------
                                          10.  Shared Dispositive Power
                                              
-----------------------------------------------------------------------------
11.  Aggregate Amount Beneficially Owned by Each Reporting Person

     937,996 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

     75.5%
-----------------------------------------------------------------------------
14.  Type of Reporting Person

     CO
-----------------------------------------------------------------------------





CUSIP No. 802014-10-0                                      Page 3 of 6 Pages
-----------------------------------------------------------------------------
1.   Name of Reporting Person                     Tax Identification Number

     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

     N/A
-----------------------------------------------------------------------------
5.   Check if Disclosure of Legal Proceedings is Required pursuant to
     Items 2(d) or 2(e) [ ]

-----------------------------------------------------------------------------
6.   Citizenship or Place of Organization

     U.S.
-----------------------------------------------------------------------------
Number of                                 7.   Sole Voting Power
Shares                                         
Beneficially                              -----------------------------------
Owned by                                  8.   Shared Voting Power
Each                                           937,996
Reporting                                 -----------------------------------
Person                                    9.   Sole Dispositive Power
With                                           49,400  
                                          -----------------------------------
                                          10.  Shared Dispositive Power
                                               937,996
-----------------------------------------------------------------------------
11.  Aggregate Amount Beneficially Owned by Each Reporting Person

     937,996 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

     75.5%
-----------------------------------------------------------------------------
14.  Type of Reporting Person

     IN
-----------------------------------------------------------------------------





                           AMENDMENT NO. 21
                           TO SCHEDULE 13D
                    OF THE INTERGROUP CORPORATION
                         AND JOHN V. WINFIELD
                  REGARDING OWNERSHIP OF SECURITIES OF
                     SANTA FE FINANCIAL CORPORATION


          This Amendment No. 21 to Schedule 13D is being filed by The 
InterGroup Corporation, a Delaware Corporation ("InterGroup"), and John V. 
Winfield, the Chairman, President and Chief Executive Officer of InterGroup, 
to update information previously furnished.  

          The following items of this Schedule 13D are amended:


Item 1.   Security of issuer

          This Amendment reflects additional purchases of the Common Stock, 
$.10 par value (the "Common Stock") of Santa Fe Financial Corporation, a 
Nevada corporation, ("Santa Fe") by InterGroup in open market transactions. 


Item 3.   Source and Amount of Funds or Other Consideration.

          InterGroup used working capital as its source of funds to purchase 
additional shares of the Common Stock. 


Item 4.   Purposes of Transactions.

          InterGroup and Mr. Winfield have ownership and voting control over 
Santa Fe.  Mr. Winfield serves as Chairman of the Board, President and Chief 
Executive Officer of InterGroup and Santa Fe.  All of Santa Fe's Directors 
also serve as Directors of InterGroup.  As previously reported, on June 30, 
1998, John V. Winfield entered into a voting trust agreement, whereby he 
granted to InterGroup the right to vote the 49,400 shares of Santa Fe Common 
Stock owned by him as well as a right of first refusal on any sale of those 
shares.

          The acquisition of the Common Stock of the Company by InterGroup 
was for investment purposes.  InterGroup, or Mr. Winfield may, from time to 
time, purchase additional shares of Common Stock in the open market 
transactions, primarily block purchases, or in private transactions to 
increase their ownership position in Santa Fe.

          InterGroup, Santa Fe and John V. Winfield have no other plans or 
intentions that relate to or would result in the events set forth in Item 4 
of the instructions to Schedule 13D. 


                                                                Page 4 of 6


                                                           

Item 5.   Interest in the Securities of the Issuer
          ----------------------------------------

          (a)  InterGroup, as of January 3, 2005, may be deemed to 
beneficially own, for purposes of this Section 13(d) of the Exchange Act: (i) 
824,996 shares of the Common Stock it directly owns; (ii) 49,400 shares of 
Common Stock owned by Mr. Winfield over which it has voting control; and (iii) 
63,600 shares of Convertible Voting Preferred Stock.  The total of those 
shares represent 75.5% of the outstanding Common Stock of Santa Fe assuming 
the conversion of the Preferred Stock into shares of Common Stock.

          John V. Winfield owns 49,400 shares of the Common Stock of Santa Fe. 
Mr. Winfield is the Chairman, President and Chief Executive Officer of 
InterGroup and is the controlling shareholder of InterGroup. Mr. Winfield has 
investment and voting control of the securities held by InterGroup.  To the 
extent that Mr. Winfield is deemed to beneficially own, for purposes of 
Section 13(d), the Common Stock and Preferred Stock of InterGroup, he would 
beneficially own 75.5% of the Common Stock.

          The above percentages were determined based on Santa Fe's 
representations in its latest filing with the Securities and Exchange 
Commission that it had 1,178,210 shares of Common Stock issued and 
outstanding and 63,600 shares of convertible Preferred Stock issued and 
outstanding as of November 10, 2004, and assuming the conversion of the 
Preferred Stock into Common Stock.

          (b) As the Chairman, President, Chief Executive Officer and 
controlling shareholder of InterGroup, John V. Winfield shares the voting 
power and disposition power with respect to the Common Stock and Preferred 
Stock owned by InterGroup.

          As provided for in the voting trust agreement, InterGroup has voting 
power over the shares owned by Mr. Winfield.  Mr. Winfield has sole 
disposition power with respect to the Common Stock owned by him, subject to 
InterGroup's right of first refusal.     
 
          (c)  Information with respect to transactions effected by InterGroup 
in the Common Stock within the past sixty (60) days is set forth below:

                Number of           Price per
    Date         Shares               Share                Nature
  --------      ---------           ---------              ------
  12/29/04        3,800              $11.50            Open Market Purchase
  
  
          (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.

         
                                                                   Page 5 of 6


                               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:  January 3, 2005               THE INTERGROUP CORPORATION
        ---------------
                                   By: /s/ Michael G. Zybala
                                       ---------------------------
                                       Michael G. Zybala
                                       Asst. Secretary and Counsel


Dated:  January 3, 2005                /s/ John V. Winfield
        ---------------                ---------------------------
                                       John V. Winfield







                                                                Page 6 of 6