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, 2001

[ ] 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, 2001 were $5,152,330.

The aggregate market value of the voting and non-voting common equity held by
non-affiliates of issuer computed by reference to the price at which the
common equity was sold on September 21, 2001 was $3,841,915.

                                                                 Page 1 of 36


The number of shares outstanding of issuer's No Par Value Common Stock, as of
September 21, 2001, 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                       6
             Stockholder Matters.

  Item  6.  Management's Discussion and Analysis of Financial          7
             Condition and Results of Operations.

  Item  7.  Financial Statements and Supplementary Data.              10

  Item  8.  Changes in and Disagreements With Accountants on          22
             Accounting and Financial Disclosure.

PART III
--------
  Item  9.  Directors, Executive Officers, Promoters and              21
             Control Persons; Compliance With Section 16(a)
             of The Exchange Act.

  Item 10.  Executive Compensation.                                   24

  Item 11.  Security Ownership of Certain Beneficial Owners and       24
             Management.

  Item 12.  Certain Relationships and Related Party Transactions.     26

  Item 13.  Exhibits, Financial Statement Schedules, and              27
             Reports on Form 8-K.

  SIGNATURES                                                          36







                                                                Page 2 of 36
<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.

On May 16, 2000, the Board of Directors of Portsmouth approved a change in the
fiscal year end of the Company from December 31 to June 30.


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.






                                                                  Page 3 of 36
<PAGE>


COMPETITION

The hotel enjoys a favorable year-round occupancy rate and 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.
Management believes that the hotel and garage are in a competitive position in
their respective markets; however, some competitors may have better financial
resources and newer facilities.  The Company intends, where appropriate, to
continue in its efforts as a general partner to find ways to improve the
physical condition of the hotel and garage properties to remain competitive.

EMPLOYEES

As of June 30, 2001, 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-storied, 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.

The lease also required the lessee and Justice Investors to make substantial
capital improvements and renovations to the hotel property. A rehabilitation
budget of more than $8 million was set forth in the new lease agreement, of
which the partnership was responsible for $2 million and the lessee was
responsible for the remainder.  As of June 30, 2000, the partnership had paid
all of its $2 million commitment.  Rehabilitation and renovation of the guest
rooms, hallways, elevators and safety systems was completed during 1999.
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.
                                                                Page 4 of 36
<PAGE>
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
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 has also invested in income producing instruments, equity and debt
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.  Those investments are made under the supervision of the
Company's Securities Investment Committee, the Chairman of which is the
Company's Chairman of the Board and President.  The Company primarily will
invest in securities priced above $5.00 a share of companies listed on the New
York and American Stock Exchanges and The Nasdaq National Stock Market, Inc.
Although most of the Company's marketable securities investments are in
companies listed on those stock markets, the overall investment portfolio and
some of the Company's investment strategies could be viewed as risky and the
market values of the portfolio may be subject to large fluctuations.  The
Company may realize gains and losses in its overall investment portfolio from
time to time to take advantage of market conditions and/or manage the
portfolio's resources and the Company's tax liability.  The Company may also
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 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. The
Company may also use 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.

On June 28, 2001, the Company, its parent Santa Fe Financial Corporation
("Santa Fe"), and The InterGroup Corporation ("InterGroup") entered into an
agreement with an investment advisory company, which assumed responsibility
for the performance of the investment portfolios of the Company, its parent
Santa Fe, and Intergroup as of March 5, 2001.  The agreement provides for a
quarterly management fee calculated at one-fourth of 1% of the average value
of the net assets in the account during each quarter. The agreement also
provides for certain performance based fees ranging from 2.5% to 10% on
profits that exceed 11% of the opening account value.  The Securities
Investment Committee monitors the performance of the portfolio. The agreement
may be terminated by either party upon thirty days written notice.

                                                                Page 5 of 36


<PAGE>

Marketable securities are stated at market value as determined by the most
recently traded price of each security at the balance sheet date.  During
1999, the Company increased the turnover of its investment portfolio and
engaged in increased trading activities designed to maximize the overall
return on investment activities in the near term. This resulted in portions of
the Company's investments in marketable securities being classified as
"trading" as defined by generally accepted accounting principles.  After
consultation with the Investment Committee of the Board of Directors,
management determined that the classification of the entire portfolio as
trading beginning July 1, 1999 would be more consistent with Company's overall
investment objectives and activities. As a result, beginning July 1, 1999, all
unrealized gains and losses on the Company's investment portfolio were
recorded through the income statement.

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 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.  As discussed above,
the Company has entered into an agreement with an investment advisory company,
which management believes will increase efficiencies in the management of its
securities investments.


Item 3.  LEGAL PROCEEDINGS

None.


Item 4.  Submission of Matters to a Vote of Shareholders.

There were no matters submitted during the fourth quarter of the fiscal year
covered by this report to a vote of security holders.

                                                                 PAGE 6 of 36
<PAGE>



                             PART II

Item 5.  Market For Common Equity and Related Stockholder Matters

MARKET

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 high and low sale prices as of the end of
each full quarterly period for the fiscal years ended June 30, 2001 and June
30, 2000, as reported on the Pink Sheet OTC Market Reports.


         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

         Fiscal 2000                                High          Low
         -----------                                ----          ---
      First Quarter (7/1 to 9/30)                  $ 20.25      $ 19.25
      Second Quarter (10/1 to 12/31)               $ 20.00      $ 18.00
      Third Quarter (1/1 to 3/31)                  $ 20.00      $ 18.00
      Fourth Quarter (4/1 to 6/30)                 $ 22.00      $ 18.50


As of September 21, 2001, the approximate number of holders of record of the
Company's Common Stock was 283.  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.


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

                                                                  Page 7 of 36

<PAGE>

markets, general economic conditions of 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.


Twelve Months Ended June 30, 2001 Compared to Twelve Months Ended June 30,
2000

Net income for the Company increased to $2,556,243 for the twelve months ended
June 30, 2001 from $2,364,757 for the twelve months ended June 30, 2000.  The
increase in net income was primarily due to the increase in total revenues,
partially offset by the increase in total costs and expenses from the prior
year.

The increase in total revenues to $5,152,330 from $4,925,300 was primarily due
to the increase in net gains on marketable securities to $942,535 from
$791,415.  In addition, dividend and interest income also increased to
$226,718 from $157,030.

The decrease in equity in net income of Justice Investors to $3,927,635 from
$3,935,121 was primarily attributable to the decrease in occupancy of the
hotel, offset by the increase in average room rate during the current fiscal
year.

The increase in net gains on marketable securities to $942,535 from $791,415
was primarily due to continuing performance improvements on the Company's
investment portfolio.  For the twelve months ended June 30, 2001, the Company
had net unrealized gains of $213,878 and net realized gains of $728,657.
Gains and losses on marketable securities 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 for any given period may have no predictive value and variations in
amount from period to period may have no analytical value.

Dividend and interest income increased to $226,718 from $157,030 as a result
of management investing in more income producing instruments.

The increase in total costs and expenses to $840,388 from $683,125 was
primarily due to the increase in margin interest and trading expenses to
$381,813 from $163,066, partially offset by a decrease in general and
administrative expenses to $458,575 from $520,059.

                                                                Page 8 of 36
<PAGE>

The increase in margin interest and trading expenses to $381,813 from $221,980
was primarily due to the maintenance of higher average daily margin balances.
Margin interest expense increased to $277,606 for the twelve months ended June
30, 2001 from $119,864 for the twelve months ended June 30, 2000.


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 also receives monthly management fees as a general
partner.  The Company also derives revenue from the investment of its cash and
securities assets.

As a result of increases in the amount of rental income from the hotel lease,
and lower interest expenses due to the reduction in notes payable, the general
partners of Justice Investors decided to increase the monthly distribution to
limited partners effective with the September 1999 distribution.  As a result,
Portsmouth's monthly distribution increased to $209,160 from $139,440. The
increase in monthly distributions can be characterized as special
distributions and, at any time, unforeseen circumstances could dictate a
change in the amount distributed.  The general partners will continue to
conduct an annual review and analysis to determine an appropriate monthly
distribution for the ensuing year.  At that time, the monthly distribution
could be increased or decreased. For the year ended June 30, 2001, the Company
received cash distributions of $4,392,360 from Justice Investors.

The Company has invested in short-term, income-producing instruments and in
equity and debt securities when deemed appropriate.  The Company's marketable
securities are classified as trading with unrealized gains and losses recorded
through the statement of income.  Effective March 5, 2001, the Company
implemented certain procedures and investment strategies, such as reducing the
amounts due to securities broker, which management believes will decrease the
potential for risk and increase efficiencies in the management of its
securities investments.

The events of September 11, 2001, had a dramatic impact on the domestic and
global economies, including the hospitality industry, and also resulted in a
significant decline in securities markets.  Although the Company can expect
some decline in revenues as a result of those events, Management that the net
cash flow generated from future operating activities and its capital resources
will be adequate to meet its current and future obligations.


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.

                                                                 Page 9 of 36
<PAGE>



Item 7. Financial Statements


INDEX TO FINANCIAL STATEMENTS                                    PAGE

Report of Independent Accountants                                 11

Balance Sheet - June 30, 2001                                     12

Statements of Income and Comprehensive Income - For
  Year Ended June 30, 2001, Year Ended
  June 30, 2000 (Unaudited), Six Months Ended
  June 30, 2000, and Year Ended December 31, 1999                 13

Statements of Shareholders' Equity - For
  Year Ended June 30, 2001, Year Ended
  June 30, 2000 (Unaudited), Six Months Ended
  June 30, 2000, and Year Ended December 31, 1999                 14

Statements of Cash Flows - For
  Year Ended June 30, 2001, Year Ended
  June 30, 2000 (Unaudited), Six Months Ended
  June 30, 2000, and Year Ended December 31, 1999                 15

Notes to the Financial Statements                                 16


                                                               Page 10 of 36
<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 income and comprehensive income, of cash flows, and of
changes in shareholders' equity present fairly, in all material respects, the
financial position of Portsmouth Square, Inc. at June 30, 2001, and the
results of its operations and its cash flows for the year ended June 30, 2001,
the six months ended June 30, 2000, and the year ended December 31, 1999, 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 audit.  We conducted our audit of these
statements in accordance with auditing standards generally accepted in the
United States of America, which 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, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation.  We believe that
our audit provides a reasonable basis for our opinion.


/s/ PricewaterhouseCoopers LLP


Los Angeles, California
September 21, 2001



                                                                Page 11 of 36
<PAGE>


                          PORTSMOUTH SQUARE, INC.
                               BALANCE SHEET


As of June 30,                                                  2001
                                                             ----------

ASSETS

  Cash and cash equivalents                                $    108,870
  Investment in marketable securities                         8,899,028
  Investment in Justice Investors                             2,589,231
  Other investments                                             100,000
  Other assets                                                  123,886
                                                             ----------
    Total assets                                           $ 11,821,015
                                                             ==========


LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities
  Due to securities broker                                  $   438,043
  Accounts payable and accrued expenses                       1,193,305
  Obligations for securities sold                             1,586,198
                                                             ----------
    Total liabilities                                         3,217,546
                                                             ----------

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                                           5,595,493
                                                             ----------
    Total shareholders' equity                                8,603,469
                                                             ----------
    Total liabilities and shareholders' equity             $ 11,821,015
                                                             ==========


See accompanying notes to financial statements.

                                                            Page 12 of 36
<PAGE>



                           PORTSMOUTH SQUARE, INC.
            STATEMENT OF INCOME AND OTHER COMPREHENSIVE INCOME
<TABLE>
<CAPTION>
                                             For the       For the     For the 6      For the
                                           Year Ended    Year Ended   Months Ended   Year Ended
                                             June 30,      June 30,     June 30,     December 31,
                                               2001         2000          2000          1999
                                           -----------   -----------   -----------   -----------
Revenues                                                  Unaudited

                                        <C>           <C>           <C>           <C>
  Equity in net income of Justice
   Investors                               $ 3,927,635   $ 3,935,121   $ 2,001,018   $ 3,459,786
  Dividend and interest income                 226,718       157,030        83,970       152,525
  Net gains on marketable securities           942,535       791,415       514,841       363,408
  Other income                                  55,442        41,734        29,734        30,000
                                            ----------    ----------    ----------    ----------
                                             5,152,330     4,925,300     2,629,563     4,005,719
                                            ----------    ----------    ----------    ----------

Costs and expenses
  General and administrative                  (458,575)     (461,145)     (256,934)     (504,026)
  Margin interest and trading expenses        (381,813)     (221,980)     (122,977)      (70,699)
                                            ----------    ----------    ----------    ----------
                                              (840,388)     (683,125)     (379,911)     (574,725)
                                            ----------    ----------    ----------    ----------
Income before income taxes                   4,311,942     4,242,175     2,249,652     3,430,994

Income taxes                                (1,755,699)   (1,877,418)     (875,846)   (1,490,652)
                                            ----------    ----------    ----------    ----------
Net income                                 $ 2,556,243   $ 2,364,757   $ 1,373,806   $ 1,940,342
                                            ==========    ==========    ==========    ==========

Basic earnings per share                   $      3.48   $      3.22   $      1.87   $      2.64
                                            ==========    ==========    ==========    ==========

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

Comprehensive income
  Net income                               $ 2,556,243   $ 2,364,757   $ 1,373,806   $ 1,940,342
    Other comprehensive income:
     Unrealized holding gain(loss)
      on marketable securities                       -      (257,844)            -        36,880
     Reclassification adjustment
      for holding gains included in
      net earnings                                   -        86,834             -             -
     Income tax benefit related to
      other comprehensive income                     -       118,058             -        33,851
     Adjustment for reclassification
      of the accumulated unrealized
      holding gains prior to
      July 1, 1999 to current earnings               -      (121,508)            -      (121,508)
                                            ----------    ----------    ----------    ----------
  Total comprehensive income               $ 2,556,243   $ 2,190,297   $ 1,373,806   $ 1,889,565
                                            ==========    ==========    ==========    ==========

</TABLE>
See accompanying notes to financial statements

                                                                Page 13 of 36
<PAGE>



                             PORTSMOUTH SQUARE, INC.
                        STATEMENT OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>

                         Common Stock                     Accumulated
                     --------------------   Additional    other
                     Common                 Paid-in       comprehensive   Retained
                     Stock      Amount      Capital       income          earnings      Total
                     -------    ---------   ----------    -------------   ---------   ----------
<S>                  <C>       <C>          <C>           <C>            <C>         <C>
Balance at
December 31, 1998    734,183   $2,092,300   $ 915,676     $  (50,777)    $  642,830  $ 3,600,029


Net income                                                                1,940,342    1,940,342

Dividend paid                                                              (367,091)    (367,091)

Unrealized holding
 Loss on marketable
 Securities, net
 Of tax                                                       50,777                      50,777
                     -------    ---------    ---------    ----------     ----------   ----------

Balance at
December 31, 1999    734,183   $2,092,300    $ 915,676    $        -     $2,216,081   $5,224,057


Net income                                                                1,373,806    1,373,806

Dividends paid	                                                            (183,546)    (183,546)
                     -------    ---------    ---------    ----------     ----------    ---------

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
                     =======    =========    =========    ===========    ==========    =========


</TABLE>
See accompanying notes to financial statements.

                                                                Page 14 of 36

<PAGE>



                             PORTSMOUTH SQUARE, INC.
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                             For the       For the      For the 6      For the
                                           Year Ended    Year Ended   Months Ended   Year Ended
                                             June 30,      June 30,      June 30,    December 31,
                                               2001          2000          2000          1999
                                           -----------   -----------   -----------   -----------
                                                          Unaudited
<S>                                        <C>           <C>           <C>           <C>
Cash flow from operating activities:
  Net income                               $ 2,556,243   $ 2,364,757   $ 1,373,806   $ 1,940,342
  Adjustments to reconcile net income to
  net cash used by operating activities:
    Equity in net income of
     Justice Investors                      (3,927,635)   (3,935,121)   (2,001,018)   (3,459,786)
    Net realized (gains)losses
     on marketable securities                        -             -             -      (111,867)
    Net unrealized gains on
     marketable securities                    (213,878)     (683,294)     (585,523)            -
    Change in assets and liabilities:
      Investment in marketable securities     (466,760)   (4,845,910)   (2,101,730)   (3,093,315)
      Other assets                              56,000       165,542       (51,084)      165,405
      Accounts payable and other
       liabilities                             904,274        85,416       179,579        39,340
      Due to securities broker              (2,870,567)    2,250,501       582,470     1,707,361
      Obligations for securities sold            9,558     1,490,354     1,460,746       103,024
                                            ----------    ----------    ----------    ----------
  Net cash used in operating activities     (3,952,765)   (3,107,755)   (1,142,754)   (2,709,496)
                                            ----------    ----------    ----------    ----------

Cash flow from investing activities:
  Cash distributions from
   Justice Investors                         4,392,360     3,416,280     1,254,960     2,997,960
  Purchase of marketable securities                  -             -             -    (1,621,961)
  Proceeds from sales of marketable
   securities                                        -             -             -     1,733,828
                                            ----------    ----------    ----------    ----------
  Net cash provided by investing
   activities                                4,392,360     3,416,280     1,254,960     3,109,827
                                            ----------    ----------    ----------    ----------

Cash flow from financing activities:
  Dividends paid                              (367,091)     (367,091)     (183,546)     (367,091)
                                            ----------    ----------    ----------    ----------
  Net cash used in financing activities       (367,091)     (367,091)     (183,546)     (367,091)
                                            ----------    ----------    ----------    ----------
Net increase(decrease) in cash and
 cash equivalents                               72,504       (58,566)      (71,340)       33,240
Cash and cash equivalents at the
 beginning of the period                        36,366        94,932       107,706        74,466
                                            ----------    ----------    ----------    ----------
Cash and cash equivalents at the
 end of period                             $   108,870   $    36,366   $    36,366   $   107,706
                                            ==========    ==========    ==========    ==========

Supplemental information:
Income taxes paid, net of refunds          $   698,000   $ 1,578,552   $   757,000   $   966,371
                                            ==========    ==========    ==========    ==========

Margin interest paid                       $   277,606   $   119,864   $   122,977   $    70,699
                                            ==========    ==========    ==========    ==========


</TABLE>
See accompanying notes to financial statements.

                                                                Page 15 of 36
<PAGE>


                            PORTSMOUTH SQUARE, INC.

                       NOTES TO THE FINANCIAL STATEMENTS


NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

Description of Business

As of June 30, 2001, 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.

On May 16, 2000, the Board of Directors of Portsmouth approved a change in the
fiscal year end of the Company from December 31 to June 30.


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.

The cost of marketable securities sold is determined by the specific
identification method.


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.


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.
                                                              Page 16 of 36
<PAGE>

The Company adopted SEC Staff Accounting Bulletin (SAB) 101, which did not
have an impact on the Company's method of accounting for revenue.


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, 2001 and
June 30, 2000, 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 generally accepted
accounting principles 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 July, 2001, the Financial Accounting Standard Board issued Statements on
Financial Accounting Standards (SFAS) No. 141 (Business Combination) and 142
(Goodwill and Other Intangible Assets).  SFAS No. 141 among other things
eliminates the use of the pooling of interest method of accounting for
business combination.  Under the provision of SFAS No. 142, goodwill will no
longer be amortized, but will be subject to a periodic test for impairment
based upon fair value.  SFAS No. 141 is effective for all business
combinations initiated after June 30, 2001.  SFAS No. 142 must be adopted in
the first quarter of fiscal years beginning after December 15, 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 - TRANSITION PERIOD COMPARATIVE DATA

On May 16, 2000, the Board of Directors of Portsmouth approved a change in
fiscal year end of the Company from December 31 to June 30.  The transition
period comparative data for the year ended June 30, 2000 is unaudited.


NOTE 3 - INVESTMENT IN MARKETABLE SECURITIES

During 1999, the Company increased the turnover of its investment portfolio
and engaged in increased trading activities designed to maximize the overall
return on investment activities in the near term. This resulted in portions of

                                                               Page 17 of 36
<PAGE>

the Company's investments in marketable securities being classified as
"trading" as defined by generally accepted accounting principles.  After
consultation with the Investment Committee of the Board of Directors,
management determined that the classification of the entire portfolio as
trading beginning July 1, 1999 would be more consistent with the Company's
overall investment objectives and activities. As a result, beginning July 1,
1999, all unrealized gains and losses on the Company's investment portfolio
were recorded through the income statement.  For the twelve months ended
December 31, 1999, the Company recognized a net unrealized gain of $97,771
related to the reclassification of all available-for-sale securities to
trading securities.

Included in the net gains on marketable securities of $942,535 for the year
ended June 30, 2001 are net unrealized gains of $213,878 and net realized
gains of $728,657.  Included in the net gains on marketable securities of
$514,841 for the six months ended June 30, 2000 are net unrealized gains of
$585,523 and net realized losses of $70,682.


NOTE 4 - INVESTMENT IN JUSTICE INVESTORS

Condensed financial statements for Justice Investors, a limited partnership,
in which Portsmouth Square, Inc. has a 49.8% interest, are as follows:


                        CONDENSED BALANCE SHEETS

As of June 30,                                                   2001
                                                              ----------
Assets
Total current assets                                         $ 1,562,800
Property, plant and equipment, net of accumulated
  depreciation of $11,923,867                                  4,651,822
Loan fees and deferred lease costs, net of accumulated
  amortization of $194,758                                       115,656
                                                               ---------
Total assets                                                 $ 6,330,278
                                                              ==========

Liabilities and partners' equity
Total current liabilities                                    $    75,700
Partners' capital                                              6,254,578
                                                              ----------
Total liabilities and partner's capital                      $ 6,330,278
                                                              ==========



                     CONDENSED STATEMENTS OF OPERATIONS

For the years ended June 30,                      2001           2000
                                               ----------     ----------

Revenues                                      $ 8,759,508    $ 8,736,989
Costs and expenses                               (872,692)      (835,139)
                                               ----------     ----------
Net income                                    $ 7,886,816    $ 7,901,850
                                               ==========     ==========

                                                                 Page 18 of 36
<PAGE>

NOTE 5 - DUE TO SECURITIES BROKER

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


NOTE 6 - INCOME TAXES

The provision for income taxes consists of the following:

                                       For the      For the 6       For the
                                     Year Ended   Months Ended    Year Ended
                                       June 30,     June 30,     December 31,
                                         2001         2000           1999
                                     ----------    ----------     ----------
  Federal
   Current                          $ 1,428,000   $   685,839    $   994,839
   Deferred                              27,697         9,607        211,555
                                     ----------    ----------     ----------
                                      1,455,697       695,446      1,206,394
                                     ----------    ----------     ----------

 State
   Current                              280,000       177,938        278,392
   Deferred                              20,002         2,462          5,866
                                     ----------    ----------     ----------
                                        300,002       180,400        284,258
                                     ----------    ----------     ----------
                                    $ 1,755,699   $   875,846    $ 1,490,652
                                     ==========    ==========     ==========


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

                                      For the      For the 6       For the
                                     Year Ended   Months Ended    Year Ended
                                       June 30,     June 30,     December 31,
                                         2001         2000           1999
                                     ----------    ----------     ----------
  Statutory federal tax rate              34.0%         34.0%          34.0%
  State income taxes, net of
   federal tax benefit                     6.8           6.0            6.0
  Other                                   (0.1)         (1.1)           3.4
                                         ------        ------         ------
                                          40.7%         38.9%          43.4%
                                         ======        ======         ======


The components of the Company's deferred tax assets and (liabilities) as of
June 30, 2001 are as follows:

  State income taxes                                $  95,305
  Unrealized gains on marketable securities          (366,405)
                                                     --------
  Net deferred tax liabilities                      $(271,100)
                                                     ========

                                                                Page 19 of 36
<PAGE>
NOTE 7   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.

Information below represents reported segments for the year ended June 30,
2001, the six months ended June 30, 2000, and the year ended December 31,
1999.  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, 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>
<TABLE>
<CAPTION>

Six months ended              Justice      Investment
June 30, 2000                Investors    Transactions     Other          Total
                            -----------   -----------   -----------   ------------
<S>                         <C>           <C>           <C>           <C>
Operating income            $ 2,001,018   $   598,811   $         -   $  2,599,829
Operating expenses                    -      (122,977)            -       (122,977)
                            -----------   -----------   -----------   ------------
Net operating
 Income                       2,001,018       475,834            -       2,476,852
                            -----------   -----------   -----------   ------------
General and administrative
  expenses                            -             -      (256,934)      (256,934)
Other income                          -             -        29,734         29,734
Income tax expense                    -             -      (875,846)      (875,846)
                            -----------   -----------   -----------   ------------
Net income(losses)          $ 2,001,018   $   475,834   $(1,103,046)  $  1,373,806
                            ===========   ===========   ===========   ============
Total Assets                $ 3,053,956   $ 8,318,390   $   216,252   $ 11,588,598
                            ===========   ===========   ===========   ============


                                                              Page 20 of 36
</TABLE>
<TABLE>
<CAPTION>
Year ended                    Justice      Investment
December 31, 1999            Investors    Transactions     Other          Total
                            -----------   -----------   -----------   ------------
<S>                         <C>           <C>           <C>           <C>
Operating income            $ 3,459,786   $   515,933   $         -   $  3,975,719
Operating expenses                    -       (70,699)            -        (70,699)
                            -----------   -----------   -----------   ------------
Net operating
 Income                       3,459,786       445,234            -       3,905,020
                            -----------   -----------   -----------   ------------
General and administrative
  expenses                            -             -      (504,026)      (504,026)
Other income                          -             -        30,000         30,000
Income tax expense                    -             -    (1,490,652)    (1,490,652)
                            -----------   -----------   -----------   ------------
Net income(losses)          $ 3,459,786   $   445,234   $(1,964,678)  $  1,940,342
                            ===========   ===========   ===========   ============
Total Assets                $ 2,307,898   $ 5,631,138   $   236,507   $  8,175,543
                            ===========   ===========   ===========   ============

</TABLE>


NOTE 8 - 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 year ended June 30, 2001, six months
ended June 30, 2000, and year ended December 31, 1999, these expenses were
approximately $106,864, $56,485, and $85,300, 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, 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 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.  On June 28, 2001,
the Company, Santa Fe and InterGroup entered into an agreement with an
investment advisory company, which management believes will increase
efficiencies in the management of its securities investments.


NOTE 9 - COMMITMENTS AND CONTINGENCIES

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.  In addition, the
Company utilizes 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.


                                                                Page 21 of 36
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, 2001:

<TABLE>

                                 Present
                                 Position           Director
     Name              Age    With the Company        Since      Term to Expire
------------------------------------------------------------------------------------
<S>                   <C>     <C>                     <C>        <C>

John V. Winfield      54      Chairman, President     1996       2001 Annual Meeting
                              and Chief Executive
                              Officer (1)

Jerold R. Babin       69      Director                1996       2001 Annual Meeting

Josef A. Grunwald     53      Director                1996       2001 Annual Meeting

John C. Love          61      Director (1)(2)         1998       2001 Annual Meeting

William J. Nance      57      Director (1)(2)         1996       2001 Annual Meeting

Michael G. Zybala     49      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 Chairman of the Board of Healthy Planet
Products, Inc., a public company ("HPP"), having first been appointed as a
Director in September 1997 and elected Chairman on August 5, 1998. Mr.
Winfield also serves as Chairman of the Board of Etz Lavud, Ltd. a public
company.

                                                               Page 22 of 36
<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 and the Treasurer 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 Vice President Operations of
InterGroup, having been appointed to that position in January 1999.

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.

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.

                                                               Page 23 of 36
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 2001 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               2001    $90,000     $ 0        $6,000
Chairman, President and        2000    $90,000     $ 0        $6,000
Chief Executive Officer        1999    $63,907     $ 0        $6,000

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

(1) Amounts shown reflect regular Directors fees.  During fiscal years 2001,
2000 and 1999, the Company also paid annual premiums of $16,000 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 24 of 36
<PAGE>


Item 11.    Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of September 21, 2001, 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)                  6.58%
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          505,142(4)                  68.88%
820 Moraga Drive
Los Angeles, CA 90049

All of the above as a group             553,387                     75.37%
---------------------------
* Ownership does not exceed 1%

(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 21, 2001.

(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
    505,142 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.
                                                                 Page 25 of 36
<PAGE>
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 568,996 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
681,996 voting shares, which represents 54.9% of the voting power of Santa Fe.
As President, Chairman of the Board and a 52.8% 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.


Item 12. Certain Relationships and Related Transactions

As of September 15, 2001, Santa Fe owned 68.8% of the common stock of
Portsmouth, and InterGroup and John V. Winfield, in the aggregate, owned
approximately 54.9% 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, 2001 and 2000, the Company made payments to InterGroup in the
total amount of approximately $107,000 and $99,000, 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 2001 and 2000, the Company also paid annual
consulting fees to an officer of InterGroup in the amount of $88,200.

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.  Effective March 5, 2001, the Company
implemented certain procedures and investment strategies, which management
believes will decrease the potential for risk and increase efficiencies in the
management of its securities investments.  On June 28, 2001, the Company,
Santa Fe and InterGroup entered into an agreement with an investment advisory
company to manage their securities investments.

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
2001 and 2000, the Company paid annual premiums of $16,000 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.

                                                              Page 26 of 36
<PAGE>

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)


* 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.


(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.


                                                                 Page 27 of 36
<PAGE>



(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                                    29

Balance Sheets -- December 31, 2000 and 1999                    30

Statements of Income and Partners' Capital - Years              31
  Ended December 31, 2000 and 1999

Statements of Cash Flows -- Years Ended                         32
  December 31, 2000 and 1999

Notes to Financial Statements -- December 31, 2000 and 1999     33


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 28 of 36
<PAGE>


                           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 sheet of Justice Investors (a limited
partnership) as of December 31, 2000, and the related statements of income and
partners' capital and cash flows for the year 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.  The financial statements of Justice Investors as of December 31,
1999 were audited by other auditors, whose report dated January 28, 2000
expressed an unqualified opinion on those statements.

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, 2000, and the results of its operations and
its cash flows for the year then ended, in conformity with accounting
principles generally accepted in the United States of America.






San Francisco, California
January 19, 2001

                                                                Page 29 of 36
<PAGE>



                           JUSTICE INVESTORS
                        (A LIMITED PARTNERSHIP)

                             BALANCE SHEETS

                       December 31, 2000 and 1999
                       --------------------------
                                                       2000           1999
                                                       ----           ----
                                   ASSETS
                                   ------
Current assets
  Cash                                             $        -     $   15,453
  Rents receivable                                  2,804,594      2,198,898
  Prepaid expenses                                      5,106          5,221
                                                    ---------      ---------
       Total current assets                         2,809,700      2,219,572
                                                    ---------      ---------
Fixed assets
  Office equipment (net of accumulated
    depreciation of $5,553 in 2000 and
    $4,757 in 1999)                                         -            796
  Building and improvements (net of accumulated
    depreciation of $11,740,344 in 2000 and
    $11,369,228 in 1999)                            3,705,658      4,076,774
  Land                                              1,124,128      1,124,128
                                                    ---------      ---------
      Total fixed assets                            4,829,786      5,201,698
                                                    ---------      ---------
Other assets
 Loan fees (net of accumulated amortization
   of $170,006 in 2000 and $140,440 in 1999)          118,251        147,817
 Deferred lease costs (net of accumulated
   amortization of $9,231 in 2000 and
   $7,016 in 1999)                                     12,924         15,140
                                                    ---------      ---------
      Total other assets                              131,175        162,957
                                                    ---------      ---------
      Total assets                                 $7,770,661     $7,584,227
                                                    =========      =========

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

Current liabilities
  Trade accounts payable and accrued expenses      $  104,393     $   45,520
  Rents received in advance                                 -        206,250
  Accrued interest                                     13,391          9,292
                                                    ---------      ---------
      Total current liabilities                       117,784        261,062
Long-term liabilities
  Notes payable                                     2,400,000      1,591,547
                                                    ---------      ---------
      Total liabilities                             2,517,784      1,852,609
                                                    ---------      ---------
Commitment - Lease commission
Partners' capital                                   5,252,877      5,731,618
                                                    ---------      ---------
       Total liabilities and partners' capital     $7,770,661     $7,584,227
                                                    =========      =========

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

                                                               Page 30 of 36
<PAGE>
<TABLE>
<CAPTION>

                           JUSTICE INVESTORS
                         (A LIMITED PARTNERSHIP)

                STATEMENTS OF INCOME AND PARTNERS' CAPITAL

                  Years Ended December 31, 2000 and 1999
                  --------------------------------------

                                                       2000           1999
                                                       ----           ----

<S>                                                 <C>           <C>
Revenues
  Rental income
    Hotel                                           $7,684,770    $6,368,921
    Garage                                           1,478,668     1,379,523
    Other                                                2,400         2,400
                                                     ---------     ---------
      Total rental income                            9,165,838     7,750,844
    Interest income                                     27,883         4,893
    Miscellaneous income                                     -        35,665
                                                     ---------     ---------
      Total revenues                                 9,193,721     7,791,402
                                                     ---------     ---------

Expenses
  Interest                                              26,391        52,187
  Depreciation and amortization                        403,693       405,184
  Lease commission                                      76,848        63,690
  Property taxes                                        41,899        41,627
  General and administrative
    Administrative expenses                            150,000       150,000
    Accounting fees                                      4,886         8,348
    Audit and tax preparation                           45,888        43,435
    Business taxes                                      27,029        23,223
    Bank charges                                         9,379         8,634
    Consultants                                          9,940         1,050
    Franchise taxes                                        800           800
    Insurance expense                                   40,880        40,374
    Legal fees                                          12,440         4,758
    Office expense and miscellaneous                     2,387           729
                                                     ---------     ---------
      Total expenses                                   852,460       844,039
                                                     ---------     ---------

Net income                                           8,341,261     6,947,363
Partners' capital at beginning of
  year                                               5,731,618     4,804,265
Less distributions to partners                      (8,820,002)   (6,020,010)
                                                     ---------     ---------
Partners' capital at end of year                    $5,252,877    $5,731,618
                                                     =========     =========
</TABLE>
The accompanying notes are in integral part of these financial statements.

                                                               Page 31 of 36
<PAGE>


                                JUSTICE INVESTORS
                              (A LIMITED PARTNERSHIP)
                              -----------------------

                             Statements of Cash Flows
                  for the years ended December 31, 2000 and 1999




                                                       2000           1999
                                                       ----           ----
Cash flows from operating activities:
  Net income                                        $8,341,261    $6,947,363
  Adjustments to reconcile net income to
   net cash provided by operating
    activities-depreciation and amortization           403,693       405,184
  Changes in operating assets and liabilities:
   Increase in rents receivable                       (605,696)     (510,645)
   Decrease (increase) in prepaid expenses                 115          (335)
   Decrease in trade accounts payable and
    accrued expenses                                    58,874        (5,019)
   (Decrease) increase in rents received in advance   (206,250)      206,050
   Increase in interest payable                          4,099         2,739
                                                     ---------     ---------
     Net cash provided by operating activities       7,996,096     7,045,337
                                                     ---------     ---------

Net cash flows from financing activities:
  Distributions to partners                         (8,820,002)   (6,020,010)
  Net proceeds (payments) on long-term debt            808,453    (1,013,139)
                                                     ---------     ---------

       Net cash used in financing activities        (8,011,549)   (7,033,149)
                                                     ---------     ---------

       Net (decrease) increase in cash
        and cash equivalents                           (15,453)       12,188

Cash and cash equivalents at beginning of year          15,453         3,265
                                                     ---------     ---------

Cash and cash equivalents at end of year            $        -    $   15,453
                                                     =========     =========
Supplemental disclosures of cash flows
 information-cash paid during the year
  for interest                                      $   22,292    $   49,448
                                                     =========     =========

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


                                                                 Page 32 of 36
<PAGE>


                            JUSTICE INVESTORS
                             (A LIMITED PARTNERSHIP)
                              ---------------------

                          Notes to Financial Statements

Significant Accounting Policies
-------------------------------

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.

Rents Receivable
----------------
Management believes that all rents receivable are fully collectible.
Therefore, no allowance for doubtful accounts was recorded as of December 31,
2000.

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, 2000 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 33 of 36


<PAGE>
                               JUSTICE INVESTORS
                             (A LIMITED PARTNERSHIP)
                              ---------------------

                         Notes to Financial Statements

Significant Accounting Policies (continued)
-------------------------------------------

Use of Estimates
----------------
The preparation of financial statements in conformity with generally accepted
accounting principles 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.

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, 2000 and 1999 were
$2,400,000 and $1,592,547, respectively.  The balances were accruing interest
at LIBOR plus 2% or 8.625% at December 31, 2000.  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:

    2000                                       $ 6,182,662
    2001                                         5,281,736
    2002                                         5,419,302
    2003                                         4,970,590
    2004                                         4,470,275


Minimum Future Rentals
----------------------
Minimum future rentals to be received under non-cancelable leases as of
December 31, 2000 for each of the next five years and in the aggregate are:

                                  Hotel          Garage       Total
                                  -----          ------       -----

    2001                      $  2,500,000   $   261,000   $  2,761,000
    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
    Subsequent to 2005                   -     1,283,250      1,283,250
                                ----------     ---------     ----------
                              $ 10,000,000   $ 2,588,250   $ 12,588,250
                                ==========     =========     ==========

                                                                 Page 34 of 36
<PAGE>



                             JUSTICE INVESTORS
                             (A LIMITED PARTNERSHIP)
                              ---------------------

                         Notes to Financial Statements

LONG-TERM DEBT (continued)
--------------------------

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.

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

                                                       2000           1999
                                                       ----           ----

  General partners                                  $  150,000   $   150,000
  Legal services                                        12,440         4,758
                                                     ---------    ----------
                                                    $  162,440   $   154,758
                                                     =========    ==========

The garage lessee, the managing general partner, paid the Partnership
$1,478,668 and $1,379,523 during 2000 and 1999, respectively, under the terms
of the rental agreement.  Rents receivable from the garage lessee at December
31, 2000 and 1999 were $117,510 and $108,478, respectively.  Accounts payable
to general partners at December 31, 2000 and 1999 were $30,000.


Concentration of Credit Risk
----------------------------

Revenue and Receivables
-----------------------
The Partnership earns rental revenues under two leases.  Rents receivable at
December 31, 2000 and 1999 consist of the amounts due under the leases as
follows:

                                                       2000           1999
                                                       ----           ----

  Hotel receivable                                $  2,687,084  $  2,090,420
  Garage receivable                                    117,510       108,478
                                                   -----------   -----------
                                                  $  2,804,594  $  2,198,898
                                                   ===========   ===========

                                                                Page 35 of 36
<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 28, 2001                      by /s/ John V. Winfield
      ------------------                         ---------------------------
                                                 John V. Winfield, President,
                                                 Chairman of the Board and
                                                 Chief Executive Officer

Date: September 28, 2001                      by /s/ Michael G. Zybala
      ------------------                         ---------------------------
                                                 Michael G. Zybala,
                                                 Vice President, Secretary
                                                 and Treasurer

Date: September 28, 2001                      by /s/ Randy Du
      ------------------                         --------------------------
                                                 Randy Du
                                                 Controller
                                                (Principal Accounting Officer)

   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 28, 2001              /s/ John V. Winfield
      ------------------              ---------------------------------------
                                      John V. Winfield, Chairman of the Board,
                                      President and Chief Executive Officer
                                      (Principal Executive Officer)

Date: September 28, 2001              /s/ Jerold R. Babin
      ------------------              ---------------------------------------
                                      Jerold R. Babin,
                                      Director


Date: September 28, 2001              /s/ Josef A. Grunwald
      ------------------              ---------------------------------------
                                      Josef A. Grunwald,
                                      Director

Date: September 28, 2001              /s/ John C. Love
      ------------------              ---------------------------------------
                                      John C. Love
                                      Director


Date: September 28, 2001              /s/ William J. Nance
      ------------------              ---------------------------------------
                                      William J. Nance,
                                      Director

                                                               Page 36 of 36