**EXHIBIT 14**

 

**PORTSMOUTH SQUARE, INC.**

**CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS**

 

This Code of Ethics applies to Portsmouth Square,Inc. (“Portsmouth” or the “Company”) Senior Financial Officers. “Senior Financial Officers” shallinclude the principal executive officer, the principal accounting officer or controller, or persons performing similar functions, includingPortsmouth’s President and Chief Executive Officer, Chief Financial Officer, Treasurer, Controller, Vice President, and such otherindividuals as determined from time to time by the Audit Committee of the Company for purposes of this Code of Ethics. The Company expectsall employees, in carrying out their job responsibilities, to act in accordance with the highest standards of personal and professionalintegrity, to comply with all applicable laws, and to abide by Portsmouth’s other corporate policies and procedures adopted fromtime to time by the Company. This Code of Ethics supplements the foregoing with respect to all Senior Financial Officers.

 

Portsmouth’s Senior Financial Officers will:

 

1. Engage in and promote honestand ethical conduct, acting with integrity and exercising at all times their best independent judgment;

 

2. Avoid actual or apparent conflictsof interest between personal and professional relationships and disclose to the Company’s Audit Committee and counsel any materialtransaction or relationship that reasonably could be expected to give rise to such a conflict;

 

3. Produce full, fair, accurate,timely and understandable disclosure in reports and documents that Portsmouth files with, or submits to, the Securities and Exchange Commissionand in other public communications made by Portsmouth;

 

4. Comply with applicable governmentallaws, rules and regulations, as well as the rules and regulations of self-regulatory organizations of which Portsmouth is a member;

 

5. Maintain the confidentialityof Company information, except when authorized or otherwise required to make any disclosure, and avoid the use of any Company informationfor personal advantage;

 

6. Promote ethical and honestbehavior among employees under your supervision; and

 

7. Promptly report any possibleviolation of this Code of Ethics to the Audit Committee and the Company’s counsel.

 

All Senior Financial Officers are prohibited fromdirectly or indirectly taking any action to coerce, manipulate, mislead or fraudulently influence Portsmouth’s independent publicaccountant engaged in the performance of an audit or review of the financial statements of the Company for the purpose of rendering thefinancial statements of Portsmouth misleading.

 

The Audit Committee of the Board of Directors shallapprove any waiver or amendment of this Code of Ethics, and any such waiver or amendment shall be disclosed promptly as required by lawand SEC regulations.

 

All Senior Financial Officers will be held accountablefor their adherence to this Code of Ethics. Failure to observe the terms of this Code of Ethics may result in disciplinary action, upto and including termination of employment. Violations of this Code of Ethics may also constitute violations of law, and may result incivil and criminal penalties for the individual, his or her supervisor and/or Portsmouth.

 

If a Senior Financial Officer has any questions regardingthe best course of action in a particular situation, he or she should promptly contact the Chairman of the Audit Committee or the Company’scounsel. An individual may choose to remain anonymous in reporting any possible violation of this Code of Ethics.

 

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