SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                        ----------------------
                             FORM 10-KSB

[x] Annual Report under Section 13 or 15(d) of the Securities
    Exchange Act of 1934

For the fiscal year ended June 30, 2002

[ ] Transition report under Section 13 or 15(d) of the Securities
    Exchange Act of 1934

Commission File Number 0-4057

                              PORTSMOUTH SQUARE, INC.
                              -----------------------
                  (Name of Small Business Issuer in Its Charter)

           California                                 94-1674111
           ----------                                 ----------
   (State or Other Jurisdiction of                   (IRS Employer
    Incorporation or Organization)                 Identification No.)


820 Moraga Drive, Los Angeles, California               90049
-----------------------------------------              --------
(Address of Principal Executive Offices)              (Zip Code)

                               (310) 889-2500
                               --------------
                (Issuer's Telephone Number, Including Area Code)

       Securities registered pursuant to Section 12(b) of the Act: None

       Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, No Par Value
                          --------------------------
                                Title of Class


Check whether the issuer: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days.  Yes [X]   No [ ]

Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained in this form, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendments to this Form 10-KSB. [X]

The issuer's revenues for the year ended June 30, 2002 were $2,159,887.

The aggregate market value of the common equity held by non-affiliates of
issuer computed by reference to the price at which the stock last sold prior
to September 13, 2002 was $3,820,346.

                                                                 Page 1 of 39
<PAGE>

The number of shares outstanding of issuer's No Par Value Common Stock, as of
September 13, 2002, was 734,183.

Transitional Small Business Disclosure Format:  Yes [ ]    No [X]


                  DOCUMENTS INCORPORATED BY REFERENCE: None


                            TABLE OF CONTENTS

PART I                                                               PAGE
------                                                               ----
  Item  1.  Description of Business.                                   3

  Item  2.  Description of Property.                                   4

  Item  3.  Legal Proceedings.                                         6

  Item  4.  Submission of Matters to a Vote of Security Holders.       6

PART II
-------
  Item  5.  Market For Common Equity and Related                       7
             Stockholder Matters.

  Item  6.  Management's Discussion and Analysis of Financial          8
             Condition and Results of Operations.

  Item  7.  Financial Statements and Supplementary Data.              11

  Item  8.  Changes in and Disagreements With Accountants on          24
            Accounting and Financial Disclosure.

PART III
--------
  Item  9.  Directors, Executive Officers, Promoters and              24
             Control Persons; Compliance With Section 16(a)
             of The Exchange Act.

  Item 10.  Executive Compensation.                                   26

  Item 11.  Security Ownership of Certain Beneficial Owners and       27
            Management.

  Item 12.  Certain Relationships and Related Party Transactions.     28

  Item 13.  Exhibits, Financial Statement Schedules, and              29
             Reports on Form 8-K.

  SIGNATURES                                                          38
                                                               Page 2 of 39
<PAGE>

                            PART I

Item 1.  Description of Business.


BUSINESS DEVELOPMENT

Portsmouth Square, Inc. ("Portsmouth" or the "Company") is a California
corporation, incorporated on July 6, 1967, for the purpose of acquiring a
hotel property in San Francisco, California through a California limited
partnership, Justice Investors.  Justice Investors was formed to purchase
certain real property in San Francisco, California and to construct a hotel
thereon.

Portsmouth has a 49.8% limited partnership interest in Justice Investors and
also serves as one of the two general partners.  The other general partner,
Evon Garage Corporation ("Evon"), acts as the managing general partner. As a
general and limited partner, Portsmouth has significant control over the
management and operation of the assets of Justice Investors.  All significant
partnership decisions require the active participation and approval of both
general partners.  The Company and Evon jointly consult and determine the
amount of partnership reserves and the amount of cash to be distributed to the
limited partners.  There are approximately 94 limited partners in Justice
Investors.

Pursuant to the terms of the partnership agreement, voting rights of the
partners are determined according to the partners' entitlement to share in the
net profit and loss of the partnership.  The Company is not entitled to any
additional voting rights by virtue of its position as a general partner.
The partnership agreement also provides that no portion of the partnership
real property can be sold without the written consent of the general and
limited partners entitled to more than 72% of the net profit.


BUSINESS OF ISSUER

The Company's principal business is conducted through its general and limited
partnership interest in Justice Investors.  Justice Investors owns the land,
improvements and leaseholds at 750 Kearny Street, San Francisco, California
commonly known as the Holiday Inn Financial District/Chinatown.  The most
significant income source is a lease between the partnership and Felcor
Lodging Trust, Inc. ("Felcor", NYSE: FCH) for the hotel portion of the
property.  The partnership also derives income from its lease of the garage
portion of the property to Evon.  As a general partner Portsmouth has become
more active in monitoring and overseeing the operations of the hotel and the
parking garage as part of its effort to improve revenues.

The Company also derives income from management fees as a general partner in
Justice Investors and from the investment of its cash and securities assets.
The Company has invested in income-producing instruments, equity and debt
securities and will consider other investments if such investments offer
growth or profit potential.


COMPETITION

The hotel is part of Holiday Inn's worldwide reservation system.  It was
designed to Holiday Inn's specifications to serve both business people and
tourists and caters to both individuals and tour groups.  It also handles
conferences and business meetings, having meeting and dining facilities for
groups of up to 400 people.  The hotel traditionally enjoyed a favorable year-

                                                                 Page 3 of 39
<PAGE>

round occupancy rate.  In November 2001, an Omni Hotel opened in the Financial
District of San Francisco.  The Omni is a more upscale facility providing
greater amenities to its guests, especially the business traveler.  At least
one other hotel is scheduled to open within the next year.  With the impact
that the terrorist attacks of September 11, 2001 had on airline travel,
tourism and the general economy, newer and more upscale properties, such as
the Omni, have lowered room rates in an effort to capture a greater market
share.  Management believes that the hotel and garage are now in a very
challenging market, with many competitors better positioned to attract the
business traveler and tourists.  The Company will continue to work with the
managing general partner to find ways to improve the physical condition and
amenities of the hotel, influence the marketing efforts of the lessee, and to
seek other ways for the property to remain competitive.


EMPLOYEES

As of June 30, 2002, the Company had two full-time employees.  The employees
are not part of any collective bargaining agreement, and the Company believes
that its employee relations are satisfactory.


Item 2.  Description of Property.


PROPERTIES

The San Francisco, California hotel property owned by Justice Investors is
located near the Financial District, one block from the Transamerica Pyramid.
The Embarcadero Center is within walking distance.  Chinatown is directly
across the bridge that runs from the hotel to Portsmouth Square Park. The
hotel is a 31-story, steel and concrete, A-frame building which contains 566
guest rooms situated on 22 floors.  One floor houses the Chinese Culture
Center pursuant to a long-term, nominal-rent lease, and three floors are
devoted to a registration desk, lobby shops, dining room, coffee shop, hotel
support facilities, a fitness center, a guest business center, meeting and
banquet rooms and offices.  Other features of the Holiday Inn include a
rooftop swimming pool, 5-storied underground garage and pedestrian bridge
across Kearny Street connecting the hotel and the Chinese Culture Center with
Portsmouth Square Park in Chinatown.  The bridge, built and owned by the
partnership, is included in the lease to the Chinese Culture Center.

On March 15, 1995, an amended and restated lease was entered into by Justice
Investors with an effective date of January 1, 1995.  That lease was assumed
by Felcor, effective July 28, 1998.  The initial term of the new lease is for
a 10-year term expiring on December 31, 2004. The lessee also has an option to
renew the lease for one additional term of five years, which would extend the
lease to December 31, 2009.  The lease requires the lessee to pay an annual
rent of the greater of twenty percent (20%) of gross room revenues or
$2,500,000 plus fifty percent (50%) of total revenues from the demised
premises less operating expenses, base rent and capital requirements.
Under the terms of the lease, the lessee is responsible for all maintenance
and repairs to the property, certain capital improvements, taxes and
insurance.  In the opinion of management the property is adequately covered by
insurance.

The garage lease between the partnership and Evon provides for a monthly
rental of sixty percent (60%) of gross parking revenues with a minimum rent of
$21,750 per month.  That lease expires in November 2010.  The lessee is
responsible for insurance, repairs and maintenance, utilities and all taxes

                                                                  Page 4 of 39
<PAGE>

assessed against the improvements to the leased premises. The garage is
operated by Ampco Parking pursuant to a sublease agreement with Evon.


INVESTMENT POLICIES

The most significant real estate operation of the Company has been through its
ownership in Justice Investors.  The Company will continue to explore ways to
increase the value of Justice Investors and to improve operations of the
hotel.

The Company may also look for new real estate investment opportunities in
hotels, apartments, office buildings and shopping centers.  The acquisition of
any new real estate investments will depend on the Company's ability to find
suitable investment opportunities and the availability of sufficient financing
to acquire such investments.  To help fund any such acquisition, the Company
plans to borrow funds to leverage its investment capital.  The amount of this
debt will depend on a number of factors including, but not limited to, the
availability of financing and the sufficiency of the project's projected cash
flows to support the operations and debt service.

The Company also invests from time to time in income producing instruments,
corporate debt and equity securities, mortgage backed securities, securities
issued by REIT's and other companies which invest primarily in real estate,
where financial benefit could inure to its shareholders through income and/or
capital gain.

The Company's securities investments are made under the supervision of a
Securities Investment Committee of the Board of Directors. The Committee
currently has three members and is chaired by the Company's Chairman of the
Board and President, John V. Winfield.  The Committee has delegated authority
to manage the portfolio to the Company's Chairman and President together with
such assistants and management committees he may engage.  The Committee has
established investment guidelines for the Company's investments.  These
guidelines presently include: (i) corporate equity securities should be listed
on the New York or American Stock Exchanges or the Nasdaq NMS Market; (ii)
securities should be priced above $5.00 per share; and (iii) investment in a
particular issuer should not exceed 5% of the market value of the total
portfolio. The investment policies do not require the Company to divest itself
of investments, which initially meet these guidelines but subsequently fail to
meet one or more of the investment criteria.  Non-conforming investments
require the approval of the Securities Investment Committee.  The Committee
has in the past approved non-conforming investments and may in the future
approve non-conforming investments.  The Securities Investment Committee may
modify these guidelines from time to time.

The Company's investment portfolio is diversified with more than 20 different
equity positions.  Three individual equity securities comprise more than 10%
of the equity value of the portfolio, with the largest being 13%. The amount
of the Company's investment in any particular issuer may increase or decrease,
and additions or deletions to its securities portfolio may occur, at any time.
While it is the internal policy of the Company to limit its initial investment
in any single equity to less than 5% of its total portfolio value, that
investment could eventually exceed 5% as a result of equity appreciation or
reductions of other positions.  Marketable securities are stated at market
value as determined by the most recently traded price of each security at the
balance sheet date.  As of June 30, 2002, the market value of the Company's
marketable securities was $2,438,716.

The Company may also invest, with the approval of the Securities Investment
Committee, in unlisted companies, through private placements.  Those
investments in non-marketable securities are carried at the lower of cost or

                                                                  Page 5 of 39
<PAGE>

estimated fair value on the Company's balance sheet as part of other
investments and reviewed for impairment on a periodic basis.

The Company may also use exchange traded funds, options and futures to hedge
against certain stock positions and index futures to hedge against market risk
and enhance the performance of the Company's portfolio while reducing the
overall portfolio's risk and volatility.  As part of its investment
strategies, the Company may assume short positions in marketable securities.
Short sales are used by the Company to potentially offset normal market risks
undertaken in the course of its investing activities or to provide additional
return opportunities.  The Company has no naked short positions.  As of June 30,
2002, the Company had obligations for securities sold (equities short) of
$122,360.

The Company may utilize margin for its marketable securities purchases through
the use of standard margin agreements with national brokerage firms.  The use
of available leverage is guided by the business judgment of management and is
subject to any internal investment guidelines, which may be imposed by the
Securities Investment Committee.  The margin used by the Company may fluctuate
depending on market conditions.  The use of leverage could be viewed as risky
and the market values of the portfolio may be subject to large fluctuations.
As of June 30, 2002, the Company had no margin balance and incurred $118,173
and $277,606 in margin interest during the fiscal years ended June 30, 2002
and June 30, 2001, respectively.

On June 28, 2001, the Company, its parent company, Santa Fe Financial
Corporation ("Santa Fe"), and Santa Fe's parent The InterGroup Corporation
("InterGroup") entered into an agreement with an investment advisory company,
for the management of their securities portfolios.  That was the first time
that the Company had relied on an investment advisor to manage its investments
on a discretionary basis.  The results were not acceptable, and the Company
terminated its agreement with the investment advisor on November 7, 2001.

As Chairman of the Securities Investment Committee, the Company's President
and Chief Executive Officer, John V. Winfield, directs the investment activity
of the Company in public and private markets pursuant to authority granted by
the Board of Directors.  Mr. Winfield also serves as Chief Executive Officer
and Chairman of Santa Fe and InterGroup and oversees the investment activity
of those companies.  Depending on certain market conditions and various risk
factors, the Chief Executive Officer, his family, Santa Fe and InterGroup may,
at times, invest in the same companies in which the Company invests.  The
Company encourages such investments because it places personal resources of
the Chief Executive Officer and his family members, and the resources of Santa
Fe and InterGroup, at risk in connection with investment decisions made on
behalf of the Company.


Item 3.  LEGAL PROCEEDINGS

None.


Item 4.  Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this Report.


                                                                 Page 6 of 39
<PAGE>

                             PART II

Item 5.  Market For Common Equity and Related Stockholder Matters

MARKET INFORMATION

Portsmouth's common stock is traded over-the-counter.  Quotes for its stock
are printed in the Pink Sheets OTC Market Reports. The Company's trading
symbol is PRSI.

The following table sets forth the range of high and low sale prices for
Portsmouth's common stock for each full quarterly period for the fiscal years
ended June 30, 2002 and June 30, 2001.


         Fiscal 2002                                 High          Low
         -----------                                 ----          ---
      First Quarter (7/1 to 9/30)                  $ 21.50      $ 21.10
      Second Quarter (10/1 to 12/31)               $ 22.00      $ 22.00
      Third Quarter (1/1 to 3/31)                  $ 25.50      $ 22.00
      Fourth Quarter (4/1 to 6/30)                 $ 25.00      $ 21.00

         Fiscal 2001                                 High          Low
         -----------                                 ----          ---
      First Quarter (7/1 to 9/30)                  $ 19.50      $ 18.00
      Second Quarter (10/1 to 12/31)               $ 20.00      $ 19.50
      Third Quarter (1/1 to 3/31)                  $ 20.00      $ 19.00
      Fourth Quarter (4/1 to 6/30)                 $ 23.00      $ 20.25


HOLDERS

As of September 13, 2002, the approximate number of holders of record of the
Company's Common Stock was 251.  Such number of owners was determined from the
Company's shareholders records and does not include beneficial owners of the
Company's Common Stock whose shares are held in the names of various brokers,
clearing agencies or other nominees.  There are approximately 390 beneficial
shareholders of the Company's Common Stock.


DIVIDENDS

On January 13, 1982, the Board of Directors established a regular semi-annual
dividend of $0.25 per share payable on March 1 and September 1 to shareholders
on record at February 1 and August 1, respectively.  These regular semi-annual
dividends have been declared and paid at the established intervals since
September 1, 1982.  The Company will review and modify its dividend policy as
needed to meet such strategic and investment objectives as may be determined
by the Board of Directors.


SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Portsmouth has no securities authorized for issuance under equity compensation
plans.

                                                                  Page 7 of 39
<PAGE>


Item 6. Management's Discussion and Analysis of Financial
        Condition and Results of Operations


FORWARD-LOOKING STATEMENTS AND PROJECTIONS

The Company may from time to time make forward-looking statements and
projections concerning future expectations.  When used in this discussion, the
words "estimate," "project," "anticipate" and similar expressions, are
intended to identify forward-looking statements.  Such statements are subject
to certain risks and uncertainties, such as the impact of terrorism and war on
the national and international economies, including tourism and securities
markets, general economic conditions and increased competition in the hotel
industry in the San Francisco area, partnership distributions, securities
markets, litigation and other factors, including natural disasters, and those
discussed below, that could cause actual results to differ materially from
those projected.  Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as to the date hereof.  The
Company undertakes no obligation to publicly release the results of any
revisions to those forward-looking statements, which may be made to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.


RESULTS OF OPERATIONS

The Company's principal source of revenue continues to be derived from its
49.8% ownership interest in the Justice Investors limited partnership, in
which Portsmouth serves as one of the general partners.  The Company also
received income from the investment of its cash and securities assets.  The
partnership derives most of its income from a lease of its hotel property to
Felcor and from a lease with Evon Garage Corporation.


Fiscal Year Ended June 30, 2002 Compared to Fiscal Year Ended June 30, 2001

The Company had a net loss of $1,863,679 for the fiscal year ended June 30,
2002 as compared to net income of $2,556,243 for the fiscal year ended June
30, 2001.  This was primarily due to the change to net losses from net gains
on marketable securities, the decrease in net equity income of Justice
Investors, and the decrease in dividend and interest income.  These were
partially offset by the decrease in margin interest, trading and management
expenses.

Net gains/losses on marketable securities changed to net losses of $4,325,517
for the fiscal year ended June 30, 2002 from net gains of $942,535 for the
fiscal year ended June 30, 2001.  This was due to the significant decline in
the market value of the Company's investment portfolio during the twelve month
period.  For the fiscal year ended June 30, 2002, the Company had net
unrealized losses of $1,515,189 and net realized losses of $2,810,328.  In the
fourth quarter of 2002, the Company reserved $250,000 for losses in other
investments for potential impairment of value based on operating results of
these investments.  Gains and losses on marketable securities and other
investments may fluctuate significantly from period to period in the future
and could have a significant impact on the Company's net income.  However, the
amount of gain or loss on marketable securities and other investments for any
given period may have no predictive value and variations in amount from period
to period may have no analytical value.

                                                                  Page 8 of 39
<PAGE>

Dividend and interest income decreased to $63,352 from $226,718 as a result of
the Company investing in less income yielding securities.  Margin interest,
trading and management expenses decreased to $228,373 from $381,813, primarily
due to the maintenance of lower average daily margin balances during the
current fiscal year.  Margin interest expense decreased to $118,173 for the
fiscal year ended June 30, 2002 from $277,606 for the fiscal year ended June
30, 2001.

As previously discussed, on June 28, 2001, the Company, Santa Fe and
InterGroup entered into an agreement with an investment advisory company, for
the management of their securities portfolios.  That was the first time that
the Company had relied on an investment advisor to manage its investments on a
discretionary basis.  The results were not acceptable, and the Company
terminated its agreement with the investment advisor on November 7, 2001.
During that period of time, the Company's investment portfolio had a
significant concentration in computer software, computer technology, internet
technology and services, telecommunications, and aircraft industry sectors.
The securities in those sectors, especially those traded on The Nasdaq Stock
Market, greatly declined in that quarter and were particularly hard hit by the
events of September 11, 2001.  Since the Company resumed management of its
securities portfolio on November 8, 2001, it has sought to reposition and
diversify its portfolio by individual securities as well as by industry
sectors to mitigate against market risk.  Despite those efforts, the Company's
securities portfolio suffered additional losses, especially during the fourth
quarter of the fiscal year ended June 30, 2002, when securities markets
further declined in the wake of corporate and accounting scandals and loss of
general investor confidence in the overall markets.

The decrease in equity in net income of Justice Investors to $2,159,887 from
$3,927,635 was primarily attributable to a 48% decrease in the total hotel and
garage revenue.  This was primarily due to the decrease in both occupancy and
room rates of the hotel during the twelve months period as a result of a slow
down in the San Francisco area economy, increased competition and the
continuing impact that the terrorist attacks of September 11, 2001 have had on
tourism and the hospitality industry in San Francisco.  The decrease in hotel
revenue was partially offset by an increase in other income of approximately
$600,000 to Justice Investors as a result of an arbitration settlement payment
from the hotel lessee in fiscal 2002 relating to a rent claim.

General and administrative expenses increased to $543,052 from $458,575
primarily due to increased insurance costs, shared expenses, professional fees
and accrued wages.

Income taxes changed to tax benefit of $1,211,910 from tax expense of
$1,755,699 due to the net loss produced in the current fiscal year.


LIQUIDITY AND SOURCES OF CAPITAL

The Company's cash flows are primarily generated through its general and
limited partnership interest in the Justice Investors limited partnership,
which derives its income from its lease with Felcor and a lease with Evon. In
addition to its monthly limited partnership distributions from Justice
Investors, the Company receives monthly management fees as a general partner.
The Company also derives revenue from the investment of its cash and
securities assets.

For the first ten months of the current fiscal year, Portsmouth was receiving
a monthly distribution of $209,160 from Justice Investors as a limited
partner.  As a result of the significant decline in partnership revenues due
to the slowdown in the San Francisco area economy, increased competition and

                                                                  Page 9 of 39
<PAGE>

the continuing impact that the terrorist attacks of September 11, 2001 have
had on tourism and the hospitality industry, Justice Investors cut the monthly
distribution to its limited partners by 20%, effective with the May 2002
distribution.  As a result, Portsmouth's monthly distribution was reduced by
$41,832 to $167,328.  The limited partners have also been advised that it is
unlikely that there will be any year-end special distributions in December
2002 if hotel occupancy and room rates do not improve, and further cuts in the
monthly distributions may have to be made in the future.  The general partners
will continue to review and analyze the operations of the hotel to determine
an appropriate monthly distribution.  For the fiscal year ended June 30, 2002,
the Company received cash distributions of $3,262,896 from Justice Investors.
That amount reflects a $1,045,800 reduction in the December 2001 special
partnership year-end distribution to $836,640, compared to the December 2000
special distribution of $1,882,440.

The events of September 11, 2001, had a dramatic impact on the domestic and
global economies, especially on the tourism and hospitality industry, and also
resulted in a significant decline in securities markets.  Although the Company
has suffered a significant decline in revenues as a result of those events,
increased competition and the continuing difficult securities markets,
management believes that the net cash flow generated from future operating
activities and its capital resources will be adequate to meet its current and
future obligations even with the reduction in partnership distributions.
However, with a reduction in partnership distributions, the Company may
reconsider its dividend policy.

The Company has no off balance sheet arrangements.  The Company also does not
have any material contractual obligations or commercial commitments.


IMPACT OF INFLATION

Hotel room rates are typically impacted by supply and demand factors, not
inflation, since rental of a hotel room is usually for a limited number of
nights.  Room rates can be, and usually are, adjusted to account for
inflationary cost increases.  To the extent that the hotel lessee is able to
adjust room rates, there should be minimal impact on partnership revenues due
to inflation.  Partnership revenues are also subject to interest rate risks,
which may be influenced by inflation.  For the two most recent fiscal years,
the impact of inflation on the Company's income is not viewed by management as
material.


CRITICAL ACCOUNTING POLICIES

The Company reviews its long-lived assets and other investments for impairment
when circumstances indicate that a potential loss in carrying value may have
occurred.  For the Company's investment in Justice, to the extent that
projected future undiscounted cash flows from the operation of the Company's
hotel property are less than the carrying value of the asset, the carrying
value of the asset is reduced to its fair value.  For other investments, the
Company reviews the investment's operating results, financial position and
other relevant factors to determine whether the estimated fair value of the
asset is less than the carrying value of the asset.

Marketable securities are stated at market value as determined by the most
recently traded price of each security at the balance sheet date.  Marketable
securities are classified as trading with net unrealized gains or losses
included in earnings.  The Company's other accounting policies are
straightforward in their application.

                                                                 Page 10 of 39
<PAGE>


Item 7. Financial Statements


INDEX TO FINANCIAL STATEMENTS                                    PAGE

Report of Independent Accountants                                 12

Balance Sheet - June 30, 2002                                     13

Statements of Operations - For
  Year Ended June 30, 2002 and
  Year Ended June 30, 2001                                        14

Statements of Shareholders' Equity - For
  Year Ended June 30, 2002 and
  Year Ended June 30, 2001                                        15

Statements of Cash Flows - For
  Year Ended June 30, 2002 and
  Year Ended June 30, 2001                                        16

Notes to the Financial Statements                                 17


                                                               Page 11 of 39
<PAGE>


REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of
Portsmouth Square, Inc.

In our opinion, based on our audit, the accompanying balance sheet and the
related statements of operations, of shareholders' equity, and of cash flows
present fairly, in all material respects, the financial position of Portsmouth
Square, Inc. at June 30, 2002, and the results of its operations and its cash
flows for the years ended June 30, 2002 and June 30, 2001, in conformity with
accounting principles generally accepted in the United States of America.
These financial statements are the responsibility of the Company's management;
our responsibility is to express an opinion on these financial statements
based on our audits.  We conducted our audits of these statements in
accordance with auditing standards generally accepted in the United States of
America, which require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation.  We believe that
our audits provide a reasonable basis for our opinion.


/s/ PricewaterhouseCoopers LLP

Los Angeles, California
September 19, 2002

                                                                Page 12 of 39
<PAGE>



                          PORTSMOUTH SQUARE, INC.
                               BALANCE SHEET


As of June 30,                                                  2002
                                                             ----------

ASSETS

  Cash and cash equivalents                                $  1,480,271
  Investment in marketable securities                         2,438,716
  Investment in Justice Investors                             1,486,222
  Other investments                                             100,000
  Other assets                                                1,066,643
                                                             ----------
    Total assets                                           $  6,571,852
                                                             ==========


LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities
  Accounts payable and accrued expenses                    $     76,793
  Obligations for securities sold                               122,360
                                                             ----------
    Total liabilities                                           199,153
                                                             ----------

Commitments and contingencies

Shareholders' equity
  Common stock, no par value:
    Authorized shares - 750,000
    Issued and outstanding shares - 734,183                   2,092,300
  Additional paid-in-capital                                    915,676
  Retained earnings                                           3,364,723
                                                             ----------
    Total shareholders' equity                                6,372,699
                                                             ----------
    Total liabilities and shareholders' equity             $  6,571,852
                                                             ==========


See accompanying notes to financial statements.

                                                                Page 13 of 39
<PAGE>



                            PORTSMOUTH SQUARE, INC.

                           STATEMENTS OF OPERATIONS


For the year ended June 30,                          2002           2001
                                                  ----------     ----------
Revenues
  Equity in net income of Justice Investors      $ 2,159,887    $ 3,927,635
  Net (losses) gains on marketable securities     (4,325,517)       942,535
  Dividend and interest income                        63,352        226,718
  Reserve for loss on other investments             (250,000)             -
  Other income                                        48,114         55,442
                                                  ----------     ----------
                                                  (2,304,164)     5,152,330
                                                  ----------     ----------

Costs and expenses
  General and administrative                        (543,052)      (458,575)
  Margin interest, trading and
   management expenses                              (228,373)      (381,813)
                                                  ----------     ----------
                                                    (771,425)      (840,388)
                                                  ----------     ----------

(Loss) income before income taxes                 (3,075,589)     4,311,942

Income tax benefit (expense)                       1,211,910     (1,755,699)
                                                  ----------     ----------
Net (loss) income                                $(1,863,679)   $ 2,556,243
                                                  ==========     ==========

Basic (loss) earning per share                   $     (2.54)   $      3.48
                                                  ==========     ==========

Weighted average number of
  shares outstanding                                 734,183        734,183
                                                  ==========     ==========


See accompanying notes to financial statements.


                                                                 Page 14 of 39
<PAGE>


                             PORTSMOUTH SQUARE, INC.
                        Statements of Shareholders' Equity


                   Common Stock       Additional
                --------------------   Paid-In       Retained
                Shares      Amount     Capital       Earnings      Total
                -------   ----------   ----------   ----------   ----------

Balance at
June 30, 2000   734,183   $2,092,300   $  915,676   $3,406,341   $6,414,317

Net income                                           2,556,243    2,556,243

Dividends paid                                        (367,091)    (367,091)
                -------   ----------   ----------   ----------   ----------

Balance at
June 30, 2001   734,183   $2,092,300   $  915,676   $5,595,493   $8,603,469

Net loss                                            (1,863,679)  (1,863,679)

Dividends paid                                        (367,091)    (367,091)
                -------   ----------   ----------   ----------   ----------

Balance at
June 30, 2002   734,183   $2,092,300   $  915,676   $3,364,723   $6,372,699
                =======   ==========   ==========   ==========   ==========


See accompanying notes to financial statements

                                                                 Page 15 of 39
<PAGE>


                            PORTSMOUTH SQUARE, INC.
                           STATEMENTS OF CASH FLOWS


For the year ended June 30,                          2002           2001
                                                  ----------     ----------
Cash flows from operating activities:
  Net (loss) income                              $(1,863,679)   $ 2,556,243
  Adjustments to reconcile net (loss) income
   to net cash used in operating activities:
    Equity in net income of Justice Investors     (2,159,887)    (3,927,635)
    Net unrealized losses (gains) on
     marketable securities                         1,515,189       (213,878)
    Reserve for losses on other investments          250,000              -
    Changes in assets and liabilities:
      Investment in marketable securities          4,945,123       (466,760)
      Other assets                                  (942,757)        56,000
      Accounts payable and accrued expenses       (1,116,512)       904,274
      Due to securities broker                      (438,043)    (2,870,567)
      Obligations for securities sold             (1,463,838)         9,558
                                                  ----------     ----------
  Net cash used in operating activities           (1,274,404)    (3,952,765)
                                                  ----------     ----------

Cash flows from investing activities:
  Cash distributions from Justice Investors        3,262,896      4,392,360
  Other investments                                 (250,000)             -
                                                  ----------     ----------
  Net cash provided by investing activities        3,012,896      4,392,360
                                                  ----------     ----------

Cash flows from financing activities:
  Dividends paid                                    (367,091)      (367,091)
                                                  ----------     ----------
  Net cash used in financing activities             (367,091)      (367,091)
                                                  ----------     ----------
Net increase in cash and cash equivalents          1,371,401         72,504

Cash and cash equivalents at the beginning
 of the period                                       108,870         36,366
                                                  ----------     ----------
Cash and cash equivalents at the end of the
 period                                          $ 1,480,271    $   108,870
                                                  ==========     ==========

Supplemental information:
  Income taxes paid, net of refunds              $   500,000    $   698,000
                                                  ==========     ==========

  Margin interest paid                           $   118,173    $   277,606
                                                  ==========     ==========


See accompanying notes to financial statements.

                                                                Page 16 of 39
<PAGE>


                            PORTSMOUTH SQUARE, INC.

                       NOTES TO THE FINANCIAL STATEMENTS


NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

Description of Business

As of June 30, 2002, Santa Fe Financial Corporation ("Santa Fe") owns
approximately 68.8% of the outstanding common shares of Portsmouth Square,
Inc. ("Portsmouth" or the "Company").  Portsmouth's primary source of revenue
is from its 49.8% interest in Justice Investors, a California limited
partnership in which Portsmouth serves as both a general and limited partner.
Justice Investors owns the land, improvements and leaseholds at 750 Kearny
Street, San Francisco, California, commonly known as the Holiday Inn Financial
District/Chinatown.  Justice Investor's most significant income source is a
lease between the partnership and Felcor Lodging Trust, Inc. for the hotel
portion of the property.  In addition, the partnership derives income from the
lease of the garage portion of the property to Evon Garage Corporation.  The
Company also derives revenue from management fees for actively managing the
hotel as a general partner and from the investment of its cash and securities
assets.

Cash Equivalents

The Company considers all investments purchased with an original maturity of
three months or less to be cash equivalents.

Investment in Marketable Securities

Marketable securities are stated at market value as determined by the most
recently traded price of each security at the balance sheet date.  Marketable
securities are classified as trading securities with all unrealized gains and
losses on the Company's investment portfolio recorded through the statement of
operations.

Due to Securities Broker

Various securities brokers have advanced funds to the Company for the purchase
of marketable securities under standard margin agreements.

Obligations for Securities Sold

Obligations for securities sold represents the fair market value of shares
sold with the promise to deliver that security at some future date and the
fair market value of shares underlying the written call options with the
obligation to deliver that security when and if the option is exercised.  The
obligation may be satisfied with current holdings of the same security or by
subsequent purchases of that security.  Unrealized gains and losses from
changes in the obligation are included in the income statement.

Fair Value of Financial Instruments

The carrying amount of cash and cash equivalents, restricted cash, marketable
securities, other investments, prepaid expenses and other assets, accounts
payable and liabilities approximates fair value.

                                                                 Page 17 of 39
<PAGE>

Revenue Recognition

The Company's primary source of revenue is from its 49.8% interest in Justice
Investors, a limited partnership which owns and leases a hotel in San
Francisco, California, in which the Company is both a general and limited
partner.  The Company accounts for its investment in Justice Investors under
the equity method.


Basic Earnings per Share

Basic earnings per share are calculated based upon the weighted average number
of common shares outstanding during each fiscal year.  As of June 30, 2002 and
June 30, 2001, the Company did not have any potentially dilutive securities
outstanding; and therefore, does not report diluted earnings per share.


Use of Estimates

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those
estimates.


Income Taxes

Deferred income taxes are determined using the liability method.  A deferred
tax asset or liability is determined based on the difference between the
financial statement and tax basis of assets and liabilities as measured by the
enacted tax rates.  Deferred tax expense is the result of changes in the
amount of deferred income taxes during the period.


Recently Issued Accounting Standards

In October 2001, the Financial Accounting Standards Board ("FASB" or the
"Board") issued FASB Statement No. 144 ("FAS No. 144") Accounting for the
Impairment or Disposal of Long-Lived Assets.  The objectives of FAS No. 144
are to address significant issues relating to the implementation of FASB
Statement No. 121 ("FAS No. 121), Accounting for the Impairment of Long-Lived
Assets and Long-Lived Assets to Be Disposed Of, and to develop a single
accounting model, based on the framework established in FAS No. 121, for long-
lived assets to be disposed of by sale, whether previously held and used or
newly acquired.  FAS No. 144 must be adopted in the first quarter of fiscal
years beginning after December 15, 2001.  The Company does not expect that
the adoption of this statement will have a material impact on the Company's
financial statements.


In July 2001, the FASB issued Statements on Financial Accounting Standards FAS
No. 141 (Business Combination) and FAS No. 142 (Goodwill and Other Intangible
Assets).  FAS No. 141 among other things, eliminates the use of the pooling of
interest method of accounting for business combination.  Under the provision
of FAS No. 142, goodwill will no longer be amortized, but will be subject to a
periodic test for impairment based upon fair value.  FAS No. 141 is effective
for all business combinations initiated after June 30, 2001.  FAS No. 142 must
be adopted in the first quarter of fiscal years beginning after December 15,

                                                                 Page 18 of 39
<PAGE>

2001.  The Company does not expect that the adoption of these statements will
have a material impact on the Company's financial statements.


NOTE 2 - INVESTMENT IN JUSTICE INVESTORS

The Company's principal source of revenue is derived from its 49.8% interest
in Justice Investors, a California limited partnership ("Justice Investors"),
in which the Company serves as one of the two general partners.  The other
general partner, Evon Garage Corporation ("Evon"), serves as the managing
general partner.  As a general and limited partner, Portsmouth has significant
control over the management and operation of the assets of Justice Investors.
All significant partnership decisions require the active participation and
approval of both general partners.  The Company and Evon jointly consult and
determine the amount of partnership reserves and the amount of cash to be
distributed to the limited partners.

The partnership derives most of its income from a lease of its San Francisco,
California hotel property to Felcor Lodging Trust, Inc. ("Felcor") and from a
lease of the garage portion of the property to Evon.  As a general partner,
the Company is more active in monitoring and overseeing the operations of the
hotel and parking garage.  The Company also derives revenue from management
fees for actively managing the hotel.  Investment in Justice Investors is
recorded on the equity basis.

Pursuant to the terms of the partnership agreement, voting rights of the
partners are determined according to the partners' entitlement to share in the
net profit and loss of the partnership.  The Company is not entitled to any
additional voting rights by virtue of its position as a general partner.
The partnership agreement also provides that no portion of the partnership
real property can be sold without the written consent of the general and
limited partners entitled to more than 72% of the net profit.

Condensed financial statements for Justice Investors are as follows:



                            JUSTICE INVESTORS
                         CONDENSED BALANCE SHEET

As of June 30,                                                 2002
                                                            ----------
Assets
Total current assets                                       $   161,181
Property, plant and equipment, net of
  accumulated depreciation of $12,271,100                    4,304,583
Loan fees and deferred lease costs,
  net of accumulated amortization of $225,800                   84,612
                                                            ----------
    Total assets                                           $ 4,550,376
                                                            ==========

Liabilities and partners' capital
Total current liabilities                                  $     4,202
Long term debt                                                 490,432
Partners' capital                                            4,055,742
                                                            ----------
    Total liabilities and partners' capital                $ 4,550,376
                                                            ==========


                                                               Page 19 of 39
<PAGE>

                                JUSTICE INVESTORS
                        CONDENSED STATEMENTS OF OPERATIONS

For the twelve months ended June 30,           2002            2001
                                            ----------      ----------
Revenues                                   $ 5,180,311     $ 8,759,508
Costs and expenses                            (843,187)       (872,692)
                                            ----------      ----------
Net income                                 $ 4,337,124     $ 7,886,816
                                            ==========      ==========


NOTE 3 - INVESTMENT IN MARKETABLE SECURITIES

The Company's investment portfolio consists primarily of corporate equities.
The Company has also invested in corporate bonds and income producing
securities, which may include interests in real estate based companies and
REITs, where financial benefit could inure to its shareholders through income
and/or capital gain.  The Company may also use exchange traded funds (such as
SPYders), options and futures to hedge concentrated stock positions and index
futures to hedge against market risk and enhance the performance of the
Company's portfolio while reducing the overall portfolio's risk and
volatility.

The Company's current investment portfolio as of June 30, 2002 is composed of
following types of investment securities:

                                                     % of Total
                               Market Value           Portfolio
                               ------------           ---------
Fixed income:
  Corporate bonds              $   100,438               4.12%

Corporate securities:
  Common stocks                  1,905,168              78.12%
  Preferred stocks                 249,550              10.23%

REIT's                             181,900               7.46%

Warrants                             1,660               0.07%
                                ----------             -------

TOTAL SECURITIES ASSETS        $ 2,438,716             100.00%
                                ==========             =======

As part of the investment strategies, the Company may assume short positions
in marketable securities.  Short sales are used by the Company to potentially
offset normal market risks undertaken in the course of its investing
activities or to provide additional return opportunities.  The Company has no
naked short positions.  As of June 30, 2002, the Company had obligations for
securities sold (equities short) of $122,360.

Marketable securities are stated at market value as determined by the most
recently traded price of each security at the balance sheet date.  Marketable
securities are classified as trading with net unrealized gains or losses
included in earnings.  Included in the net losses on marketable securities of
$4,325,517 for the year ended June 30, 2002 are net unrealized losses of
$1,515,189 and net realized losses of $2,810,328.

                                                                 Page 20 of 39
<PAGE>



NOTE 4 - INCOME TAXES

The provision for income taxes benefit (expense) consists of the following:

For the year ended June 30,             2002           2001
                                     ----------     ----------
  Federal
    Current                         $    29,941    $(1,428,000)
    Deferred                          1,158,891        (27,697)
                                     ----------     ----------
                                      1,188,832     (1,455,697)
                                     ----------     ----------

  State
    Current                             (37,922)      (280,000)
    Deferred                             61,000        (20,002)
                                     ----------     ----------
                                         23,078       (300,002)
                                     ----------     ----------
                                    $ 1,211,910    $(1,755,699)
                                     ==========     ==========


A reconciliation of the statutory federal income tax rate to the effective tax
rate is as follows:

For the year ended June 30,               2002           2001
                                         ------         ------
  Statutory federal tax rate               34.0%          34.0%
  State income taxes, net of
   federal tax benefit                      6.0            6.8
  Other                                    (0.6)          (0.1)
                                         ------         ------
                                           39.4%          40.7%
                                         ======         ======


The components of the Company's deferred tax assets and (liabilities) as of
June 30, 2002 are as follows:

  Net losses carryforward                           $ 701,684
  Unrealized losses on marketable securities          247,207
                                                     --------
  Net deferred tax asset                            $ 948,891
                                                     ========



NOTE 5 - SEGMENT INFORMATION

The Company operates in two reportable segments, the operation of Justice
Investors and the investment of its cash and securities assets. These two
operating segments, as presented in the financial statements, reflect how
management internally reviews each segment's performance.  Management also
makes operational and strategic decisions based on this same information.

                                                                 Page 21 of 39
<PAGE>

Information below represents reported segments for the years ended June 30,
2002 and 2001.  Operating income from Justice Investors consist of the
operations of the hotel and garage included in the equity in net income of
Justice Investors.  Operating income (losses) for investment transactions
consist of net investment gains (losses) and dividend and interest income.

<TABLE>
<CAPTION>

Year ended                    Justice      Investment
June 30, 2002                Investors    Transactions     Other          Total
                            -----------   -----------   -----------   ------------
<S>                         <C>           <C>           <C>           <C>
Operating income (losses)   $ 2,159,887   $(4,512,165)  $         -   $ (2,352,278)
Operating expenses                    -      (228,373)            -       (228,373)
                            -----------   -----------   -----------   ------------
Net operating
 Income (losses)              2,159,887    (4,740,538)            -     (2,580,651)

General and administrative
  expenses                            -             -      (543,052)      (543,052)
Other income                          -             -        48,114         48,114
Income tax benefit                    -             -     1,211,910      1,211,910
                            -----------   -----------   -----------   ------------
Net income (losses)         $ 2,159,887   $(4,740,538)  $   716,972   $ (1,863,679)
                            ===========   ===========   ===========   ============
Total Assets                $ 1,486,222   $ 2,538,716   $ 2,546,914   $  6,571,852
                            ===========   ===========   ===========   ============
</TABLE>
<TABLE>
<CAPTION>


Year ended                    Justice      Investment
June 30, 2001                Investors    Transactions     Other          Total
                            -----------   -----------   -----------   ------------
<S>                         <C>           <C>           <C>           <C>
Operating income            $ 3,927,635   $ 1,169,253   $         -   $  5,096,888
Operating expenses                    -      (381,813)            -       (381,813)
                            -----------   -----------   -----------   ------------
Net operating
 Income                       3,927,635       787,440            -       4,715,075

General and administrative
  expenses                            -             -      (458,575)      (458,575)
Other income                          -             -        55,442         55,442
Income tax expense                    -             -    (1,755,699)    (1,755,699)
                            -----------   -----------   -----------   ------------
Net income(losses)          $ 3,927,635   $   787,440   $(2,158,832)  $  2,556,243
                            ===========   ===========   ===========   ============
Total Assets                $ 2,589,231   $ 8,999,028   $   232,756   $ 11,821,015
                            ===========   ===========   ===========   ============
</TABLE>


NOTE 6 - RELATED PARTY TRANSACTIONS

Certain shared costs and expenses, primarily administrative salaries, rent and
insurance are allocated among the Company, the Company's parent, Santa Fe
Financial Corporation ("Santa Fe"), and The InterGroup Corporation
("InterGroup"), parent of Santa Fe, based on management's estimate of the pro
rata utilization of resources.  For the years ended June 30, 2002 and 2001,
these expenses were approximately $126,450 and $106,864, respectively.  Four
of the Company's Directors serve as directors of InterGroup and three of the
Company's Directors serve on the Board of Santa Fe.

As Chairman of the Securities Investment Committee, the Company's President
and Chief Executive Officer, John V. Winfield, directs the investment activity
of the Company in public and private markets pursuant to authority granted by
the Board of Directors.  Mr. Winfield also serves as Chief Executive Officer

                                                               Page 22 of 39
<PAGE>

and Chairman of Santa Fe and InterGroup and oversees the investment activity
of those companies.  Depending on certain market conditions and various risk
factors, the Chief Executive Officer, his family, Santa Fe and InterGroup may,
at times, invest in the same companies in which the Company invests.  The
Company encourages such investments because it places personal resources of
the Chief Executive Officer and his family members, and the resources of Santa
Fe and InterGroup, at risk in connection with investment decisions made on
behalf of the Company.


                                                                Page 23 of 39
<PAGE>

Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

None.


                              PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act.

The following table sets forth certain information with respect to the
Directors and Executive Officers of the Company as of June 30, 2002:
<TABLE
<CAPTION
                                 Present
                                 Position           Director
     Name             Age     With the Company        Since      Term to Expire
------------------------------------------------------------------------------------
<S>                   <C>     <C>                     <C>        <C>
John V. Winfield      55      Chairman, President     1996       2002 Annual Meeting
                              and Chief Executive
                              Officer (1)

Jerold R. Babin       70      Director                1996       2002 Annual Meeting

Josef A. Grunwald     54      Director                1996       2002 Annual Meeting

John C. Love          62      Director (1)(2)         1998       2002 Annual Meeting

William J. Nance      58      Director (1)(2)         1996       2002 Annual Meeting

Michael G. Zybala     50      Vice President,
                              Secretary, Treasurer
                              and General Counsel     N/A         N/A

-----------------------------------------------
</TABLE>
(1)  Member of Securities Investment Committee
(2)  Member of Audit Committee


BUSINESS EXPERIENCE:

The principal occupation and business experience during the last five years
for each of the Directors and Executive Officers of the Company are as
follows:

John V. Winfield - Mr. Winfield was first elected to the Board in May of 1996
and currently serves as the Company's Chairman of the Board, President and
Chief Executive Officer.  Mr. Winfield is also Chairman of the Board,
President and Chief Executive Officer of Portsmouth's parent company Santa Fe
Financial Corporation, having held those positions since April 1996.  Mr.
Winfield is Chairman of the Board, President and Chief Executive Officer of
The InterGroup Corporation, a public company, and has held those positions
since 1987.  Mr. Winfield is also a director of Healthy Planet Products, Inc.,
a public company ("HPP"), having first been appointed as a Director in
September 1997 and served as its Chairman from August 5, 1998 to August 13,
2002. Mr. Winfield also serves as Chairman of the Board of Etz Lavud, Ltd. a
public company.

                                                               Page 24 of 39
<PAGE>


Jerold R. Babin - Mr. Babin was appointed as a Director of the Company on
February 1996.  Mr. Babin has been a retail securities broker for the past 37
years.  From 1989 to present, he has worked for Prudential Securities, where
he currently holds the title of First Vice-President.

Josef A. Grunwald - Mr. Grunwald was elected as a Director of the Company in
May 1996. Mr. Grunwald is an industrial, commercial and residential real
estate developer.  He serves as Chairman of PDG N.V. (Belgium), a hotel
management company, and President of I.B.E. Services S.A. (Belgium), an
international trading company.  Mr. Grunwald is also a Director of InterGroup,
having held that position since 1987.  Mr. Grunwald is also a Director of Etz
Lavud, Ltd., a public company.

John C. Love - Mr. Love was appointed a Director of the Company on March 5,
1998. Mr. Love is an international hospitality and tourism consultant based in
Orinda, California.  He was formerly a partner in the national CPA and
consulting firm of Pannel Kerr and Forster.  Mr. Love has extensive experience
in hotel development, acquisition and development.  He is Chairman Emeritus of
Golden Gate University in San Francisco.  Mr. Love is also a Director of Santa
Fe, having first been appointed on March 2, 1999 and a Director of InterGroup,
having first been appointed in January 1998.

William J. Nance - Mr. Nance was first elected to the Board in May 1996. Mr.
Nance is also a Director of Santa Fe.  He is the President and CEO of Century
Plaza Printers, Inc., a company he founded in 1979.  He has also served as a
consultant in the acquisition and disposition of multi-family and commercial
real estate.  Mr. Nance is a Certified Public Accountant and, from 1970 to
1976, was employed by Kenneth Leventhol & Company where he was a Senior
Accountant specializing in the area of REITS and restructuring of real estate
companies, mergers and acquisitions, and all phases of real estate development
and financing.  Mr. Nance is a Director of InterGroup and has held such
positions since 1984.  Mr. Nance also serves as a Director of HPP, having
first been elected on August 5, 1998.

Michael G. Zybala - Mr. Zybala was appointed as Vice President and Secretary
of the Company on February 20, 1998 and was appointed Treasurer on May 16,
2000.  He is also Vice President, Secretary, Treasurer and General Counsel of
Santa Fe.  Mr. Zybala has served as the Company's General Counsel since 1995
and has represented the Company as its corporate counsel since 1978.  Mr.
Zybala is a Director of HPP and serves as the company's Secretary. He was
appointed as a Director of HPP on June 17, 1998 and elected as Secretary on
August 5, 1998.  Mr. Zybala also serves as Assistant Secretary and counsel to
InterGroup and served as its Vice President Operations from January 1999 to
July 15, 2002.

Family Relationships:  There are no family relationships among directors,
executive officers, or persons nominated or chosen by the Company to become
directors or executive officers.

Involvement in Certain Legal Proceedings:  No director or executive officer,
or person nominated or chosen to become a director or executive officer, was
involved in any legal proceeding requiring disclosure.

                                                                Page 25 of 39
<PAGE>


Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and each beneficial owner of more than ten percent of
the Common Stock of the Company, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission.  Officers, directors
and greater than ten-percent shareholders are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by the
Company, or written representations from certain reporting persons that no
Forms 5 were required for those persons, the Company believes that during
fiscal 2002 all filing requirements applicable to its officers, directors, and
greater than ten-percent beneficial owners were complied with.


Item 10.   Executive Compensation.

The following table provides certain summary information concerning
compensation awarded to, earned by, or paid to the Chief Executive Officer and
any other qualifying Executive Officers and employees who earned more than
$100,000 for all services rendered to the Company during the three most recent
fiscal years.


                           SUMMARY COMPENSATION TABLE

                                         Annual Compensation
                              --------------------------------------------
                                                           Other Annual
Name and Principal Position    Year    Salary     Bonus    Compensation (1)
---------------------------    ----    ------     -----    ----------------

John V. Winfield               2002    $88,125     $ 0        $6,000
Chairman, President and        2001    $90,000     $ 0        $6,000
Chief Executive Officer        2000    $90,000     $ 0        $6,000

-----------------------

(1) Amounts shown reflect regular Directors fees.  During fiscal years 2002,
2001 and 2000, the Company also paid annual premiums of $17,000 for a split
dollar whole life insurance policy, owned by, and the beneficiary of which is,
a trust for the benefit of Mr. Winfield's family.  The Company has a secured
right to receive, from any proceeds of the policy, reimbursement of all
premiums paid prior to any payments to the beneficiary.

As a small business issuer, Portsmouth has no compensation committee.
Executive Officer compensation is set by disinterested members of the Board of
Directors.  Portsmouth has no stock option plan or stock appreciation rights
for its executive officers.  The Company has no pension or long-term incentive
plans.  There are no employment contracts between Portsmouth and any executive
officer, nor are there any termination-of-employment or change-in-control
arrangements.


                           DIRECTOR COMPENSATION

The bylaws of Portsmouth permit directors to be paid a fixed sum for
attendance at each meeting of the Board or a stated salary as director.  Each
director is paid a fee of $1,500 per quarter for a total annual compensation
of $6,000.  This policy has been in effect since July 1, 1985.

                                                                 Page 26 of 39
<PAGE>


Item 11.    Security Ownership of Certain Beneficial Owners and Management
            And Related Stockholder Matters

The following table sets forth, as of September 13, 2002, certain information
with respect to the beneficial ownership of Common Stock owned by (i) those
persons or groups known by the Company to own more than five percent of the
outstanding shares of Common Stock, (ii) each Director and Executive Officer,
and (iii) all Directors and Executive Officers as a group.

Name and Address of                 Amount and Nature            Percent of
Beneficial Owner                   of Beneficial Owner(1)         Class (2)
-------------------                -------------------           ----------

John V. Winfield                              0                        *
820 Moraga Drive
Los Angeles, CA 90049

Jerold R. Babin                          48,345(3)                  6.6%
4 Embarcadero Center
Suite 2400
San Francisco, CA 94111

Josef A. Grunwald                             0                        *
820 Moraga Drive
Los Angeles, CA 90049

John C. Love                                  0                        *
820 Moraga Drive
Los Angeles, CA 90049

William J. Nance                              0                        *
820 Moraga Drive
Los Angeles, CA 90049

Michael G. Zybala                             0                        *
820 Moraga Drive
Los Angeles, CA 90049

Santa Fe Financial Corporation          505,207(4)                  68.8%
820 Moraga Drive
Los Angeles, CA 90049

All of the above as a group             553,552                     75.4%
---------------------------

* Ownership does not exceed 1%

                                                                 Page 27 of 39
<PAGE>


(1) Unless otherwise indicated, and subject to applicable community property
    laws, each person has sole voting and investment power with respect to the
    shares beneficially owned.

(2) Percentages are calculated based of 734,183 shares of Common Stock issued
    and outstanding as of September 13, 2002.

(3) Jerold R. Babin claims sole voting power over the 48,345 shares identified
    herein, of which he has sole dispositive power over 9,667 held in his
    retirement account.  He claims shared dispositive power with his wife over
    the 38,478 shares which they hold as trustees of a family trust.

(4) Santa Fe Financial Corporation is the record and beneficial owner of
    505,207 shares of the Common Shares of Portsmouth.  As directors of Santa
    Fe, Messrs. Winfield, Nance and Love have the power to direct the vote of
    the shares of Portsmouth owned by Santa Fe.


Security Ownership of Management in Parent Corporation.

John V. Winfield is the beneficial owner of 49,400 shares of the common stock
of Portsmouth's parent corporation, Santa Fe.  The InterGroup Corporation is
the beneficial owner of 596,996 shares of common stock and 63,600 shares of
convertible, voting preferred stock of Santa Fe.  Pursuant to a Voting Trust
Agreement dated June 30, 1998, InterGroup also has the power to vote the
49,400 shares of common stock owned by Mr. Winfield giving it a total of
709,996 voting shares, which represents 57.2% of the voting power of Santa Fe.
As President, Chairman of the Board and a 53.8% shareholder of InterGroup, Mr.
Winfield has voting and dispositive power over the shares owned of record and
beneficially by InterGroup.  No other director or executive officer of
Portsmouth has a beneficial interest in Santa Fe's shares.


Changes in Control Arrangements.

There are no arrangements that may result in a change in control of
Portsmouth.

Securities Authorized for Issuance Under Equity Compensation Plans.

Portsmouth has no securities authorized for issuance under any equity
compensation plans.


Item 12. Certain Relationships and Related Transactions

As of September 20, 2002, Santa Fe owned 68.8% of the common stock of
Portsmouth, and InterGroup and John V. Winfield, in the aggregate, owned
approximately 57.2% of the voting stock of Santa Fe.  Certain costs and
expenses, primarily salaries, rent and insurance, are allocated between the
Company, Santa Fe, and InterGroup based on management's estimate of the
utilization of resources.  Effective June 30, 1998, certain accounting and
administrative functions of the Company and its subsidiaries, were transferred
to the Los Angeles, California offices of InterGroup. During the fiscal years
ended June 30, 2002 and 2001, the Company made payments to InterGroup in the
total amount of approximately $126,000 and $107,000, respectively, for
administrative costs and reimbursement of direct and indirect costs associated
with the management of the Company and its investments, including the
partnership asset.  During fiscal 2002 and 2001, the Company also paid annual
consulting fees to an officer of InterGroup in the amount of $86,400 and
$88,200, respectively.

                                                                 Page 28 of 39
<PAGE>

As Chairman of the Securities Investment Committee, the Company's President
and Chief Executive officer, John V. Winfield, oversees the investment
activity of the Company in public and private markets pursuant to authority
granted by the Board of Directors.   Mr. Winfield also serves as Chief
Executive Officer of Santa Fe and InterGroup and oversees the investment
activity of those companies.  Depending on certain market conditions and
various risk factors, the Chief Executive Officer, his family, Santa Fe and
InterGroup may, at times, invest in the same companies in which the Company
invests.  The Company encourages such investments because it places personal
resources of the Chief Executive Officer and his family members, and the
resources of Santa Fe and InterGroup, at risk in connection with investment
decisions made on behalf of the Company.

In December 1998, the Board of Directors authorized the Company to obtain
whole life insurance and split dollar insurance policies covering the
Company's President and Chief Executive Officer, Mr. Winfield.  During fiscal
2002 and 2001, the Company paid annual premiums of $17,000 for the split
dollar whole life insurance policy, owned by, and the beneficiary of which is,
a trust for the benefit of Mr. Winfield's family.  The Company has a secured
right to receive, from any proceeds of the policy, reimbursement of all
premiums paid prior to any payments to the beneficiary.

There are no other relationships or related transactions between the Company
and any of its officers, directors, five-percent security holders or their
families that require disclosure.


Item 13.  Exhibits and Reports on Form 8-K

(a) Listing of Exhibits by Table Number
    -----------------------------------

Set forth below is an index of applicable exhibits filed with this report
according to exhibit table number.

     Exhibit                                                    Page
     -------                                                    ----

     3.(i)  Articles of Incorporation                             *
       (ii) Bylaws (amended February 16, 2000)                    **

     4.     Instruments defining the rights of Security           *
            Holders, including indentures (see Articles
            of Incorporation and Bylaws)

    99.1    Certificates Pursuant to 18 U.S.C. Section 1350
            as Adopted Pursuant to Section 906 of the
            Sarbanes-Oxley Act of 2002.




* All exhibits marked by an asterisk have been previously filed with other
documents, including Registrant's Form 10 filed on October 27, 1967, and
subsequent filings on Forms 8-K, 10-K, 10-KSB, 10-Q and 10-QSB, which are
incorporated herein by reference.

** Amendment to Bylaws are incorporated herein by reference to the Company's
Form 10-KSB filed with the Commission March 29, 2000.

                                                               Page 29 of 39
<PAGE>

(b) Reports on Form 8-K
    -------------------

Registrant filed no reports on Form 8-K during the last quarter of the period
covered by this Report.


(c) Financial Statements and Schedules Required by Regulation S-X

The following financial statements of Justice Investors are included in
Item 13:
                                                              PAGE
                                                              ----

Independent Auditor's Report                                    31

Balance Sheets -- December 31, 2001 and 2000                    32

Statements of Income and Partners' Capital - Years              33
  Ended December 31, 2001 and 2000

Statements of Cash Flows -- Years Ended                         34
  December 31, 2001 and 2000

Notes to Financial Statements -- December 31, 2001 and 2000     35


All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under
the related instructions or are inapplicable and therefore have been omitted.


                                                                 Page 30 of 39
<PAGE>

                                    BPM
                           BURR, PILGER & MAYER LLP
                          ACCOUNTANTS AND CONSULTANTS

                       600 CALIFORNIA STREET, SUITE 1300
                           SAN FRANCISCO, CA 94108
                             TEL (415) 421-5757
                             FAX (415) 288-6288



                        Independent Auditors' Report
                        ----------------------------

To the Partners
Justice Investors
San Francisco, California

We have audited the accompanying balance sheets of Justice Investors (a
limited partnership) as of December 31, 2001 and 2000, and the related
statements of income and partners' capital and cash flows for the years then
ended.  These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with auditing standards generally
accepted in the United States of America.  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Justice Investors (a limited
partnership) as of December 31, 2001 and 2000, and the results of its
operations and its cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States of America.



/s/ Burr, Pilger & Mayer LLP


San Francisco, California
January 23, 2002

                                                                 Page 31 of 39
<PAGE>



                           JUSTICE INVESTORS
                        (a limited partnership)

                             BALANCE SHEETS

                       December 31, 2001 and 2000
                       --------------------------
                                                        2001           2000
                                                        ----           ----
                                   ASSETS
                                   ------
Current assets:
  Cash and cash equivalents                         $  245,797     $        -
  Rents receivable                                   1,304,012      2,804,594
  Prepaid expenses                                       1,869          5,106
                                                     ---------      ---------
       Total current assets                          1,551,678      2,809,700
                                                     ---------      ---------
Property and equipment:
  Office equipment (net of accumulated
    depreciation of $5,553 in 2001 and 2000)                 -              -
  Building and improvements on operating
    leases(net of accumulated depreciation of
    $12,096,271 in 2001 and $11,740,344
    in 2000)                                         3,349,731      3,705,658
  Land                                               1,124,128      1,124,128
                                                     ---------      ---------
       Total property and equipment                  4,473,859      4,829,786
                                                     ---------      ---------
Other assets:
 Loan fees (net of accumulated amortization
   of $199,570 in 2001 and $170,005 in 2000)            88,687        118,251
 Deferred lease costs (net of accumulated
   amortization of $10,708 in 2001 and
   $9,231 in 2000)                                      11,447         12,924
                                                     ---------      ---------
       Total other assets                              100,134        131,175
                                                     ---------      ---------
                                                    $6,125,671     $7,770,661
                                                     =========      =========

                    LIABILITIES AND PARTNERS' CAPITAL
                    ---------------------------------

Current liabilities:
  Trade accounts payable and accrued expenses       $   48,521     $  104,393
  Rents received in advance                            206,250              -
  Accrued interest                                       2,349         13,391
  Due to partner                                        15,971              -
                                                     ---------      ---------
       Total current liabilities                       273,091        117,784
Long-term debt                                       1,000,000      2,400,000
                                                     ---------      ---------
       Total liabilities                             1,273,091      2,517,784
                                                     ---------      ---------
Commitment - lease commission.
Partners' capital                                    4,852,580      5,252,877
                                                     ---------      ---------
                                                    $6,125,671     $7,770,661
                                                     =========      =========
The accompanying notes are an integral part of these financial statements.


                                                                 Page 32 of 39
<PAGE>

                           JUSTICE INVESTORS
                         (a limited partnership)

                STATEMENTS OF INCOME AND PARTNERS' CAPITAL

                  Years Ended December 31, 2001 and 2000
                  --------------------------------------

                                                       2001           2000
                                                       ----           ----
Rental income:
  Hotel                                            $ 5,206,656   $ 7,684,770
  Garage                                             1,385,425     1,478,668
  Other                                                  2,400         2,400
                                                     ---------     ---------
      Total rental income                            6,594,481     9,165,838
Interest income                                         10,682        27,883
Miscellaneous income                                   629,406             -
                                                     ---------     ---------
      Total revenues                                 7,234,569     9,193,721
                                                     ---------     ---------

Expenses:
  Interest                                              20,268        26,391
  Depreciation and amortization                        386,970       403,693
  Lease commission                                      52,066        76,848
  Property taxes                                        42,493        41,899
  General and administrative:
    Administrative expenses                            197,762       150,000
    Accounting fees                                      2,200         4,886
    Audit and tax preparation                           41,159        45,888
    Business taxes                                           -        27,029
    Bank charges                                         9,985         9,379
    Consultants                                         28,065         9,940
    Franchise taxes                                        800           800
    Insurance expense                                   44,910        40,880
    Legal fees                                          80,614        12,440
    Repairs and maintenance                              5,218             -
    Miscellaneous                                        2,356         2,387
                                                     ---------     ---------
      Total expenses                                   914,866       852,460
                                                     ---------     ---------

      Net income                                     6,319,703     8,341,261

Partners' capital at beginning of
  year                                               5,252,877     5,731,618

Less distributions to partners                      (6,720,000)   (8,820,002)
                                                     ---------     ---------
Partners' capital at end of year                   $ 4,852,580   $ 5,252,877
                                                     =========     =========

The accompanying notes are in integral part of these financial statements.

                                                                 Page 33 of 39
<PAGE>

                                JUSTICE INVESTORS
                              (a limited partnership)
                              -----------------------

                             Statements of Cash Flows
                  for the years ended December 31, 2001 and 2000
                  ----------------------------------------------



                                                        2001          2000
                                                        ----          ----
Cash flows from operating activities:
  Net income                                        $ 6,319,703   $ 8,341,261
  Adjustments to reconcile net income to
     net cash provided by operating
     activities-depreciation and amortization           386,970       403,693
  Changes in operating assets and liabilities:
   Decrease (increase) in rents receivable            1,500,580      (605,696)
   Decrease in prepaid expenses                           3,237           115
   (Increase) decrease in trade accounts
     payable and accrued expenses                       (55,872)       58,874
   Increase (decrease) in rents received in advance     206,250      (206,250)
   Increase in due partner                               15,971             -
   (Decrease) increase in accrued interest              (11,042)        4,099
                                                      ---------     ---------
      Net cash provided by operating activities       8,365,797     7,996,096
                                                      ---------     ---------

Cash flows from financing activities:
  Distributions to partners                          (6,720,000)   (8,820,002)
  Net (payments) proceeds on long-term debt          (1,400,000)      808,453
                                                      ---------     ---------

      Net cash used in financing activities          (8,120,000)   (8,011,549)
                                                      ---------     ---------

      Net increase (decrease) in cash
        and cash equivalents                            245,797       (15,453)

Cash and cash equivalents at beginning of year                -        15,453
                                                      ---------     ---------

Cash and cash equivalents at end of year            $   245,797   $         -
                                                      =========     =========
Supplemental disclosures of cash flows
   information-cash paid during the year for
  Interest                                          $   31,310    $    22,292
                                                      ========      =========
  Franchise taxes                                   $      800    $       800
                                                      ========      =========



The accompanying notes are in integral part of these financial statements.


                                                                Page 34 of 39
<PAGE>


                            JUSTICE INVESTORS
                             (a limited partnership)
                              ---------------------

                          Notes to Financial Statements

1.  Organization
    ------------
Justice Investors, a Limited Partnership (the Partnership), was formed in 1967
to acquire real property in San Francisco, California, for the development and
lease of hotel and related facilities.  The leases became effective during
1970 upon completion of the hotel and parking garage.  The lease of the hotel
provides for the Partnership to receive certain percentages of hotel revenue,
as defined, to December 31, 2004, with a five-year renewal option.  The
parking garage lease provides for payments of certain percentages of parking
receipts to November 30, 2010.


2.  Summary of Significant Accounting Policies
    ------------------------------------------

Rents Receivable
----------------
Management believes that all rents receivable are fully collectible.
Therefore, no allowance for doubtful accounts was recorded as of December 31,
2001.

Property and Equipment
----------------------
Property and equipment are stated at cost.  Depreciation on the hotel
facilities is computed using the straight line method over a useful life of 40
years.  Building improvements are being depreciated on a straight line basis
over their useful lives ranging from 5 to 39 years.  Office equipment is being
depreciated using the 150% declining balance method with a useful life of 5
years.

Loan Fees and Deferred Lease Costs
----------------------------------
Loan fees are stated at cost and amortized using the straight line method over
10 years.  Deferred lease costs are stated at cost and amortized using the
straight line method over 15 years.

Trade Accounts Payable
----------------------
The Partnership's banking system provides for the daily replenishment of bank
accounts from the line of credit as checks are presented.  Accordingly,
included in trade accounts payable at December 31, 2001 is $59,254,
representing the excess of outstanding checks over cash on deposit at the bank
upon which the checks were drawn.

Income Tax
----------
No income taxes have been provided in the accompanying financial statements
since the Partnership profits and losses are reportable by the partners on
their individual income tax returns.

Statement of Cash Flows
-----------------------
For purposes of the statement of cash flows, cash equivalents include time
deposits, certificates of deposit, and all highly liquid debt instruments with
original maturities of three months or less.


                                                                 Page 35 of 39
<PAGE>

                               JUSTICE INVESTORS
                             (a limited partnership)
                              ---------------------

                     Notes to Financial Statements, Continued

Summary of Significant Accounting Policies, continued
-----------------------------------------------------

Use of Estimates
----------------
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires the use
of estimates and assumptions regarding certain types of assets, liabilities,
revenues, and expenses.  Such estimates primarily relate to unsettled
transactions and events as of the date of the financial statements.
Accordingly, upon settlement, actual results may differ from estimated amounts.


3.  Long-Term Debt
    --------------
The Partnership has a revolving reducing line of credit agreement with a bank
that is collateralized by the first deed of trust on the hotel land and
property and the Partnership's interest in the hotel and garage leases.
Balances accrue interest at either prime rate per annum or at LIBOR plus 2%
per annum to a capped rate of 9.5% on balances up to $4,000,000.  The
outstanding balances under the agreement at December 31, 2001 and 2000 were
$1,000,000 and $2,400,000, respectively.  The balances were accruing interest
at LIBOR plus 2% or 4.75% at December 31, 2001.  The line of credit matures on
December 31, 2004.

Under the terms of the agreement, the line of credit is subject to a declining
maximum credit limit as follows:

    2002                                         5,419,302
    2003                                         4,970,590
    2004                                         4,470,275


4.  Minimum Future Rentals
    ----------------------
Minimum future rentals to be received under non-cancelable leases as of
December 31, 2001 for each of the next five years and in the aggregate are:

                                  Hotel          Garage        Total
                                  -----          ------        -----
    2002                         2,500,000       261,000      2,761,000
    2003                         2,500,000       261,000      2,761,000
    2004                         2,500,000       261,000      2,761,000
    2005                                 -       261,000        261,000
    2006                                 -       261,000        261,000
    Subsequent to 2006                   -     1,022,250      1,022,250
                                ----------     ---------     ----------
                              $  7,500,000   $ 2,327,250   $  9,827,250
                                ==========     =========     ==========

                                                                 Page 36 of 39
<PAGE>




                             JUSTICE INVESTORS
                             (a limited partnership)
                              ---------------------

                    Notes to Financial Statements, Continued



5.  Commitment - Lease Commission
    -----------------------------

The Partnership is obligated to pay a lease commission of 1 % of rentals
received to December 31, 2004 plus Holiday Inn lease extension, if any, to
December 31, 2010.


6.  Related Party Transactions
    --------------------------
Expenses were incurred for services rendered by related parties as follows:


                                                       2001           2000
                                                       ----           ----

         General partners                          $  197,762   $   150,000
         Legal services                                80,384        12,440
                                                    ---------    ----------
                                                   $  278,146   $   162,440
                                                    =========    ==========

The garage lessee, the managing general partner, paid the Partnership
$1,385,425 and $1,478,668 during 2001 and 2000, respectively, under the terms
of the rental agreement.  Rents receivable from the garage lessee at December
31, 2001 and 2000 were $115,356 and $117,510, respectively.  Accounts payable
to general partners at December 31, 2001 and 2000 were $47,762 and $30,000,
respectively.


7.  Concentration of Credit Risk
    ----------------------------

Revenue and Receivables
-----------------------
The Partnership earns rental revenues under two leases.  Rents receivable at
December 31, 2001 and 2000 consist of the amounts due under the leases as
follows:

                                                       2001           2000
                                                       ----           ----

         Hotel receivable                         $  1,188,656   $  2,687,082
         Garage receivable                             115,356        117,510
                                                   -----------    -----------
                                                  $  1,304,012   $  2,804,592
                                                   ===========    ===========

                                                                 Page 37 of 39
<PAGE>



                                SIGNATURES
                                ----------

   Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                                  PORTSMOUTH SQUARE, INC.
                                                        (Registrant)

Date: September 27, 2002                      by /s/ John V. Winfield
      ------------------                         ---------------------------
                                                 John V. Winfield, President,
                                                 Chairman of the Board and
                                                 Chief Executive Officer

Date: September 27, 2002                      by /s/ Michael G. Zybala
      ------------------                         ---------------------------
                                                 Michael G. Zybala,
                                                 Vice President, Secretary
                                                 and Treasurer


   Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.


Date: September 27, 2002              /s/ John V. Winfield
      ------------------              ---------------------------------------
                                      John V. Winfield, Chairman of the Board,
                                      President and Chief Executive Officer
                                      (Principal Executive Officer)


Date: September 27, 2002              /s/ Jerold R. Babin
      ------------------              ---------------------------------------
                                      Jerold R. Babin,
                                      Director


Date: September 27, 2002              /s/ Josef A. Grunwald
      ------------------              ---------------------------------------
                                      Josef A. Grunwald,
                                      Director

Date: September 27, 2002              /s/ John C. Love
      ------------------              ---------------------------------------
                                      John C. Love
                                      Director


Date: September 27, 2002              /s/ William J. Nance
      ------------------              ---------------------------------------
                                      William J. Nance,
                                      Director

                                                                Page 38 of 39
<PAGE>



                             CERTIFICATIONS


I, John V. Winfield, certify that:

1. I have reviewed this annual report on Form 10-KSB of Portsmouth Square,
   Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
   statement of a material fact or omit to state a material fact necessary
   to make the statements made, in the light of the circumstances under which
   such statements are made, not misleading with respect to the period covered
   by this annual report; and

3. Based on my knowledge, the financial statements, and other financial
   information included in this annual report, fairly represent in all
   material aspects the financial condition, results of operations and cash
   flows of the registrant as of, and for, the periods presented in this
   annual report.


Date:  September 27, 2002


/s/ John V. Winfield
------------------------------
John V. Winfield, President
Chief Executive Officer


______________________________________________________________________________



I, Michael G. Zybala, certify that:

1. I have reviewed this annual report on Form 10-KSB of Portsmouth Square,
   Inc;

2. Based on my knowledge, this annual report does not contain any untrue
   statement of a material fact or omit to state a material fact necessary
   to make the statements made, in the light of the circumstances under which
   such statements are made, not misleading with respect to the period covered
   by this annual report; and

3. Based on my knowledge, the financial statements, and other financial
   information included in this annual report, fairly represent in all
   material aspects the financial condition, results of operations and cash
   flows of the registrant as of, and for, the periods presented in this
   annual report.


Date:  September 27, 2002


/s/ Michael G. Zybala
--------------------------------
Michael G. Zybala, Vice President,
Secretary and Treasurer
(Acting Principal Accounting and
Financial Officer)

                                                               Page 39 of 39