<PAGE>
 
                                   FORM 10-Q
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended         DECEMBER 31, 1996
                              --------------------------------------------------

                                      OR

[ ]  TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from                      to  
                              ----------------------  --------------------------
Commission file number          33-15932
                      ----------------------------------------------------------

                           SOUTHMARK SAN JUAN, INC.
--------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


             DELAWARE                                      71-2132723
----------------------------------------           -----------------------------
   (State of other jurisdiction of                     (I.R.S. Employer
    incorporation or organization)                    Identification No.)

                                                         
ISLA VERDE AVENUE, CAROLINA, PUERTO RICO                    00979
----------------------------------------           -----------------------------
(Address of principal executive offices)                 (Zip Code)


Registrant's telephone number, including area code:       (809) 791-6100
                                                   -----------------------------

                                NOT APPLICABLE
--------------------------------------------------------------------------------
  Former name, former address, and former fiscal year, if changed since last
                                   report.)

          Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 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
                                               -------    -------

         Indicate the number of shares of each of the issuer's classes of common
stock, as of the latest practicable date.

           Class                                Outstanding at February 25, 1997
-------------------------------                 --------------------------------
 COMMON STOCK, $0.001 PAR VALUE                          262,680 SHARES

                                       1
<PAGE>
 
PART I:  FINANCIAL INFORMATION

Introductory Note to Financial Statements
-----------------------------------------

    The financial statements as of December 31, 1996, and for the three and six
months ended December 31, 1996 and 1995 have been prepared by Southmark San
Juan, Inc. (the "Company") without audit, pursuant to the rules and regulations
of the Securities and Exchanges Commission.  In the opinion of management, these
financial statements contain all adjustments (consisting of only normal
recurring adjustments) necessary to present fairly the financial position of the
Company as of December 31, 1996, results of its operations for the three and six
months ended December 31, 1996 and 1995 and its cash flows for the six months
ended December 31, 1996 and 1995.

    Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted.  These financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's 1996 Annual Report on Form 10-K.

    The Company's principal operating asset is the Sands Hotel and Casino
located in San Juan, Puerto Rico (the "Sands San Juan"). Historically, the Sands
San Juan's operations have been highly seasonal in nature, with peak activity
occurring from December to April; consequently, the results of operations for
the three and six month periods ending December 31 are not necessarily
indicative of the operating results for a full year.

                                       2
<PAGE>
 
                           SOUTHMARK SAN JUAN, INC.
                                BALANCE SHEETS

                                    ASSETS

<TABLE>
<CAPTION>
                                                            DECEMBER 31,    JUNE 30,
                                                               1996          1996
                                                            -----------  -----------
<S>                                                         <C>          <C> 
Current assets:
 Cash and cash equivalents                                  $   852,000  $   536,000
 Certificates of deposit                                              -    2,150,000
 Accounts receivable, net of allowance for uncollectible
  accounts of $325,000 and $228,000, respectively             2,374,000    1,585,000
 Inventories                                                    495,000      509,000
 Prepaid expenses and other assets                              829,000      274,000
                                                            -----------  -----------
 
 Total current assets                                         4,550,000    5,054,000
                                                            -----------  -----------
 
Property and equipment:
 Land                                                         4,543,000    4,543,000
 Buildings                                                   33,682,000   33,682,000
 Furniture and equipment                                     10,037,000    9,901,000
                                                            -----------  -----------
 
                                                             48,262,000   48,126,000
 
  Less - accumulated depreciation                            19,158,000   18,290,000
                                                            -----------  -----------
 
  Net property and equipment                                 29,104,000   29,836,000
                                                            -----------  -----------
 
  Total assets                                              $33,654,000  $34,890,000
                                                            ===========  ===========
 
</TABLE>



     The accompanying introductory notes and notes to financial statements
                 are an integral part of these balance sheets.

                                       3
<PAGE>
 
                           SOUTHMARK SAN JUAN, INC.
                                BALANCE SHEETS

                     LIABILITIES AND SHAREHOLDERS' DEFICIT

<TABLE>
<CAPTION>
                                                            December 31,     June 30,
                                                                1996           1996
                                                            ------------   ------------
<S>                                                         <C>            <C>
Current liabilities:
 Accounts payable                                           $  2,325,000   $  1,251,000
 Accrued interest                                              1,081,000      2,120,000
 Accrued liabilities                                           1,933,000      2,020,000
 Obligation under capital lease                                   48,000         48,000
                                                            ------------   ------------
 
 Total current liabilities                                     5,387,000      5,439,000
                                                            ------------   ------------
 
Long term liabilities:
 Accrued interest                                                803,000      1,063,000
 Obligation under capital lease                                   94,000        107,000
 Senior secured industrial revenue bonds, 1992 series A:
   Class A, maturing December 1, 1997                         11,727,000     11,727,000
   Class B, maturing December 1, 1997 through 2001            19,257,000     19,257,000
   Senior secured PIK bonds                                    2,281,000      1,628,000
   Term note                                                   3,000,000      3,000,000
   Deferred incentive fees                                     1,646,000      1,505,000
                                                            ------------   ------------
 
     Total long term liabilities                              38,808,000     38,287,000
                                                            ------------   ------------
 
Shareholders' deficit:
 Common stock, $0.001 par value per share;
 992,000 shares authorized; 262,680
 shares issued and outstanding                                         -              -
 Additional paid-in capital                                   27,763,000     27,763,000
 Accumulated deficit                                         (38,304,000)   (36,599,000)
                                                            ------------   ------------
 
 Total shareholders' deficit                                 (10,541,000)    (8,836,000)
                                                            ------------   ------------
 
                                                            $ 33,654,000   $ 34,890,000
                                                            ============   ============
 
</TABLE>



     The accompanying introductory notes and notes to financial statements
                 are an integral part of these balance sheets.

                                       4
<PAGE>
 
                            SOUTHMARK SAN JUAN, INC.

                            STATEMENT OF OPERATIONS
                                  (UNAUDITED)
<TABLE>
<CAPTION>
 
                                                     THREE MONTHS ENDED
                                                         DECEMBER 31,
                                                   -----------------------
                                                      1996        1995
                                                   ----------   ----------
<S>                                                <C>          <C> 
Revenues:
 Rooms                                             $3,915,000   $3,556,000
 Casino                                               975,000    1,193,000
 Food and beverage                                  1,516,000    1,657,000
 Other                                                360,000      356,000
                                                   ----------   ----------
 
                                                    6,766,000    6,762,000
 
 Less - promotional allowances                       (143,000)    (209,000)
                                                   ----------   ----------
 
Departmental Expenses:
 Rooms                                              1,033,000    6,553,000
 Casino                                               804,000      970,000
 Food and beverage                                  1,078,000    1,221,000
 Other                                                176,000      185,000
 Depreciation                                         472,000      396,000
 Interest                                             766,000      723,000
 General and administrative                         2,507,000    2,605,000
                                                   ----------   ----------
 
  Total expenses                                    6,836,000    6,973,000
                                                   ----------   ----------
 
Net Loss                                           $ (213,000)  $ (420,000)
                                                   ==========   ==========
 
Net loss per common and common equivalent share    $    (0.81)  $    (1.60)
                                                   ==========   ==========
 
Weighed average number of common and
 common equivalent shares outstanding                 262,680      262,680
                                                   ==========   ==========
 
</TABLE>



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

                                       5
<PAGE>
 
                           SOUTHMARK SAN JUAN, INC.

                           STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
<TABLE>
<CAPTION>
 
 
                                                        SIX MONTHS ENDED
                                                          DECEMBER 31,
                                                   --------------------------
                                                       1996          1995
                                                   -----------   ------------
<S>                                                <C>           <C> 
Revenues:
 Rooms                                             $ 6,521,000   $  6,337,000
 Casino                                              1,838,000      2,129,000
 Food and beverage                                   2,498,000      2,821,000
 Other                                                 671,000        697,000
                                                   -----------   ------------
 
                                                    11,528,000     11,984,000
 
 Less - promotional allowances                        (280,000)      (359,000)
                                                   -----------   ------------
 
  Net revenues                                      11,248,000     11,625,000
                                                   -----------   ------------
 
Departmental Expenses:
 Rooms                                               1,942,000      1,859,000
 Casino                                              1,569,000      1,674,000
 Food and beverage                                   2,032,000      2,239,000
 Other                                                 359,000        367,000
 Depreciation                                          868,000        792,000
 Interest                                            1,504,000      1,447,000
 General and administrative                          4,680,000      4,973,000
                                                   -----------   ------------
 
  Total expenses                                    12,954,000    (13,351,000)
                                                   -----------   ------------
 
Net Loss                                           $(1,706,000)  $ (1,726,000)
                                                   ===========   ============
 
Net loss per common and common equivalent share    $     (6.49)  $      (6.57)
                                                   ===========   ============
 
Weighed average number of common and
 common equivalent shares outstanding                  262,680        262,680
                                                   ===========   ============
 
</TABLE>



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

                                       6
<PAGE>
 
                           SOUTHMARK SAN JUAN, INC.

                           STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
<TABLE>
<CAPTION>
 
 
                                                              SIX MONTHS ENDED
                                                                 DECEMBER 31,
                                                           1995               1994
                                                       ------------       -----------
<S>                                                    <C>           <C>
 
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income/(loss)                                     $(1,706,000)       $(1,726,000)
 Adjustments to reconcile net loss to net cash used
  in operating activities:
   Deprecation and amortization                            868,000            792,000
   Provision for doubtful accounts                          30,000             27,000
   Increase in accounts receivable                        (805,000)          (653,000)
   Increase in inventories, prepaid expenses and
    other current assets                                  (534,000)          (559,000)
   Increase in accounts payable, accrued
    liabilities, and other liabilities                     447,000           (148,000)
                                                       -----------        -----------
 
   Net cash used in operating activities                (1,700,000)        (1,971,000)
 
CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchases of property and equipment, net                 (135,000)          (905,000)
                                                       -----------        -----------
 
(Decrease) in cash and cash equivalents                 (1,835,000)        (2,876,000)
 
Cash and cash equivalents, beginning of period           2,686,000          3,382,000
                                                       -----------        -----------
 
Cash and cash equivalents, end of period               $   851,000        $   506,000
                                                       ===========        ===========
 
</TABLE>



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

                                       7
<PAGE>
 
                           SOUTHMARK SAN JUAN, INC.
                         NOTES TO FINANCIAL STATEMENTS


NOTE 1 - ORGANIZATION

     Southmark San Juan, Inc. (the"Company"), a Delaware corporation, was
incorporated during April 1986 for the purpose of acquiring and renovating the
Sands Hotel and Casino in San Juan, Puerto Rico, (the "Sands San Juan"). The
Company's outstanding Common Shares are owned by Southmark Corporation
("Southmark"), (48.2%); SJPR Management, Inc. ("SJPR"), (46.3%); and bondholders
who have exercised warrants, (5.5%). SJPR is a wholly owned subsidiary of Pratt
Hotel Corporation ("Pratt"). The operations of the Sands San Juan are managed by
SJPR, Inc., also a wholly owned subsidiary of Pratt.

NOTE 2 - SENIOR SECURED INDUSTRIAL REVENUE BONDS, 1992 SERIES A

     On December 1, 1992, the Company entered into a loan agreement with AFICA
for the issuance of $31,000,000 principal amount of Senior Secured Industrial
Revenue Bonds, 1992 Series A (the"Senior Secured Bonds") which, together with
warrants to acquire from 496,000 shares to 744,000 shares of the Company's
Common Stock, replaced previously issued Industrial Revenue Bonds, 1987 Series A
(the"Old Bonds") in the principal amount of $38,000,000 and related accrued
interest of $7,836,000. The Senior Secured Bonds are secured by a first mortgage
on the Sands San Juan and consist of $11,727,000 principal amount of Class A
Bonds which mature on December 1, 1997 and $19,257,000 principal amount of Class
B bonds which require principal payments of 10% of the outstanding balance
annually, beginning December 1, 1997 with the balance due December 1, 2001.

     The Senior Secured Bonds bear interest at 8.5% of which 6.5% must be paid
annually in cash. The remaining 2.0% must be paid in cash to the extent there
exists Available Cash, as defined in the Trust Agreement. In the event that
Available Cash is insufficient to pay all or a portion of the 2.0% interest
annually, the insufficiency will be paid by the issuance of Senior Secured PIK
Bonds which bear interest at the same rate and terms and are secured by the same
collateral as the Senior Secured Bonds. The Company incurred $708,000 and
$1,416,000 of interest expense on the Senior Secured Bonds and Senior Secured
PIK Bonds during the three and six month periods ended December 31, 1996,
respectively.

     Interest is payable semi-annually on July 31 and January 31. The Company
made the mandatory interest payments of $2,120,000 and $2,078,000 due on July
31, 1996 and 1995, respectively, but did not have sufficient Available Cash to
satisfy the remaining 2% of bond interest due and accordingly was obliged to
issue Senior Secured PIK Bonds in the amounts of $653,000 and $639,000 at July
31, 1996 and 1995, respectively. No interest payments were made on January 31,
1997 or 1996, based upon the Available Cash restrictions, as defined in the
Trust Agreement.

     Warrants to acquire 496,000 shares of Common Stock were issued to holders
of the Senior Secured Bonds and warrants to acquire 248,000 shares of Common
Stock (the"Escrowed Warrants") were escrowed with the trustee for the Senior
Secured Bonds.

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

                                       8
<PAGE>
 
                           SOUTHMARK SAN JUAN, INC.
                         NOTES TO FINANCIAL STATEMENTS

NOTE 2 - SENIOR SECURED INDUSTRIAL REVENUE BONDS, 1992 SERIES A (CONTINUED)

     On June 1, 1996, holders of the Senior Secured Bonds received Escrowed
Warrants to acquire, in the aggregate, an additional 99,200 shares of Common
Stock, as no Redemption, as defined, had occurred with respect to all Senior
Secured Bonds, Senior Secured PIK Bonds and the Warrants.

     Due to the sale of the Sands San Juan as described in Note 6, which
constitutes a Redemption, the remaining 148,800 Escrowed Warrants will be
returned to the Company.

NOTE 3 - TERM NOTE

     On December 1, 1992, the Company executed a $3,000,000 Term Note with a
Puerto Rico bank, secured by a second mortgage on the Sands San Juan and
maturing on November 1, 1999, in exchange for a note payable in the principal
amount of $4,980,000 and related accrued interest of $692,000. The Term Note
bears interest initially at 3%, increasing to 6% effective November 1, 1997. The
company incurred $30,000 and $60,000 of interest expense, respectively, on the
Term Note during the three and six month periods ended December 31, 1996.

     Accrued interest is payable semi-annually commencing July 31, 1993, to the
extent there is Available Cash remaining after payment of interest on the Senior
Secured Bonds and redemption of any outstanding Senior Secured PIK Bonds.
Available Cash, if any, remaining after payment of all accrued interest on the
Term Note must be used for redemption of the Senior Secured Bonds previously
described. No interest payments have been made on the Term Note due to the
Available Cash restrictions relating to the Senior Secured Bonds (Note 2).

NOTE 4 - INCOME TAXES

     The Company has qualified for exemption from taxation by the Commonwealth
of Puerto Rico under the Tourism Incentive Act of 1983 (as amended). As a
result, for the first five years of operations, the Company is 90% exempt from
Puerto Rico income and property taxes attributable to its hotel operations
(reducing to a 75% exemption for the second five year period) and 100% of
municipal and excise taxes on its exempt functions. Income from casino
operations is not exempt from taxation.

     The ten year tax exemption grant was effective beginning January 1, 1987,
except with respect to income tax, for which the Company has not elected an
effective date.

     The Company's hotel and casino operations have incurred losses since
inception, accordingly, no income taxes have been provided for the three and six
month periods ended December 31, 1996 or 1995.


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

                                       9
<PAGE>
 
                           SOUTHMARK SAN JUAN, INC.
                         NOTES TO FINANCIAL STATEMENTS

NOTE 5 - NET INCOME (LOSS) PER COMMON SHARE

     Net income (loss) per common and common equivalent share is calculated
using the weighted average number of common shares outstanding. Shares which
would be issuable upon the exercise of stock warrants have not been considered
in the calculation of net loss per share since the effect would be anti-
dilutive.

NOTE 6 - SALE OF SANDS SAN JUAN

     On February 6, 1997, the Company consummated the sale of the Sands San Juan
and all related assets. As part of the transaction, the purchaser assumed or
discharged substantially all liabilities of the Company. Proceeds of the sale
consisted of (1) $20,599,356 principal amount of Senior Secured Bonds and Senior
Secured PIK Bonds tendered by the purchaser together with the $3,000,000 Term
Note; (2) $13,361,118 deposited with the Trustee of the Senior Secured Bonds to
discharge all remaining Senior Secured Bonds ($11,796,323) and Senior Secured
PIK Bonds ($868,077) at par plus interest accrued through the redemption date of
February 24, 1997; (3) $14,940 cash to the Company. Concurrently with the
foregoing transaction, SJPR, Inc. entered into an agreement with the purchaser
concerning modification and termination of its management agreement. SJPR, Inc.
received $1,475,000 as a termination fee and forgave outstanding incentive fees
amounting to $1,505,000 at December 31, 1996.

     It is the Company's intention to liquidate within 180 days of consummation
of the sale of the Sands San Juan in accordance with the terms of its current
warrant agreement. As the Company only received approximately $15,000 in cash
proceeds, it is anticipated that the two major shareholders, SJPR and Southmark,
will be obliged to make additional capital contributions to wind up the affairs
of the Company. Accordingly, it is not anticipated that there will be any funds
available for a liquidating distribution to shareholders and warrant holders.


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

                                       10
<PAGE>
 
                           SOUTHMARK SAN JUAN, INC.

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

          The Company's primary source of liquidity and of capital resources to
meet its debt service obligations and fund capital expenditures is cash flow
generated from operations of the Sands San Juan. Historically, the Sands San
Juan's cash flow results have been highly seasonal in nature, with peak activity
occurring from January to June; consequently, the results for the six month
period ending December 31 are not necessarily indicative of the cash flow
results for a full year.  During the first six months of fiscal 1996, the
Company funded capital additions of $135,000 and paid mandatory interest of 6.5%
accrued on the Senior Secured Bonds amounting to $2,120,000 from existing cash
at June 30, 1996 and cash flow generated by operations.

          The Plan provides that Senior Secured PIK Bonds may be issued for
annual bond interest up to a maximum of 2% in the event that Available Cash is
insufficient to pay such interest in cash.  The Company did not generate
sufficient Available Cash to require cash payment of the remaining 2% of bond
interest due.  Accordingly, the Company issued Senior Secured PIK Bonds in the
amount of $653,000 as payment in  kind of the remaining bond interest on July
31, 1996.  In addition, at July 31, 1996 no interest payment was made to the
Term Note holder based upon Available Cash restrictions.

          On November 1, 1996, the Company entered into a contract for the sale
of all of its assets together with the assumption or discharge of substantially
all of its liabilities, including payment of all Senior Secured Bonds and Senior
Secured PIK Bonds not owned by the Purchaser at par plus accrued interest.
Concurrently, SJPR, Inc., the manager of the Sands San Juan, entered into an
agreement with the purchaser concerning modification and termination of the
management agreement.

          On February 6, 1997, the foregoing transactions were consummated as
described in Note 6 and consequently, it is the Company's intention to liquidate
within 180 days of consummation in accordance with the terms of its current
Warrant agreement.

 
 
RESULTS OF OPERATIONS

<TABLE>
<CAPTION>

 
                                   THREE MONTHS ENDED
                                      DECEMBER 31,
                                -----------------------
                                   1996         1995
                                ----------   ----------
<S>                            <C>           <C> 
Hotel Operations
----------------
 
 Room revenues                  $3,914,000   $3,556,000
 Occupancy                            78.6%       67.70%
 Average daily rate             $   131.26   $   137.85
 Departmental expenses          $1,033,000   $  970,000
 
 
</TABLE>

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

                                       11
<PAGE>
 
                           SOUTHMARK SAN JUAN, INC.

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)


<TABLE>
<CAPTION> 

                                    SIX MONTHS ENDED
                                       DECEMBER 31,
                                -----------------------
                                   1996         1995
                                ----------   ----------
<S>                             <C>          <C> 

Hotel Operations
----------------
 
 Room revenues                  $6,521,000   $6,337,000
 Occupancy                           69.70%       64.60%
 Average daily rate             $   123.40   $   128.76
 Departmental expenses          $1,942,000   $ 1,859.00

</TABLE>

     Rooms revenue increased by $358,000 (10.1%) and $184,000 (2.9%),
respectively, for the three and six months ended December 31, 1996, versus the
same periods ended December 31, 1995 due to improved occupancy levels from the
transient and corporate market segments stimulated by lower average rates.

     Departmental expenses increased by $68,000 (6.5%) and $83,000 (4.4%),
respectively, for the three and six month period ended December 31, 1996 as
compared to the same periods in 1995 due to the revenue increase.

<TABLE>
<CAPTION>
 
                                   THREE MONTHS ENDED
                                       DECEMBER 31,
                                -----------------------
                                   1996         1995
                                ----------   ----------
<S>                             <C>          <C> 
 
Food and Beverage Operations
----------------------------
 
  Food and beverage revenues    $1,516,000   $1,657,000
  Departmental expenses         $1,078,000   $1,221,000
 
 
                                    SIX MONTHS ENDED
                                       DECEMBER 31,
                                -----------------------
                                   1996         1995
                                ----------   ----------
 
Food and Beverage Operations
----------------------------
 
  Food and beverage revenues    $2,498,000   $2,821,000
  Departmental expenses         $2,032,000   $2,239,000

</TABLE>

     Revenues decreased by $141,000 (8.5%) and $323,000 (11.4%), respectively,
for the three and six month periods ended December 31, 1996 as compared to the
same periods in 1995 due to planned changes


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

                                       12
<PAGE>
 
                           SOUTHMARK SAN JUAN, INC.

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)


in rooms customer mix which produced lower guest per occupied room and lower
food and beverage capture ratios.

     Departmental expenses decreased by $143,000 (11.7%) and $207,000 (9.2%),
respectively, for the three and six months period ended December 31, 1996 as
compared to the same periods in 1995 due to the decrease in revenues.

<TABLE>
<CAPTION>
 
                                       THREE MONTHS ENDED
                                          DECEMBER 31,
                                  -----------------------------
                                     1996               1995
                                  ----------         ----------
<S>                              <C>                  <C>
 
Casino Operations
-----------------
 
  Table games:
   Gross wagering                 $3,870,000         $4,646,000    
   Win Percentage                      15.99%             18.89%
   Revenues                       $  617,000         $  785,000
Slot machine revenues             $  359,000         $  408,000
Departmental expenses             $  804,000         $  873,000
Promotional allowances            $  143,000         $  209,000
 

                                       SIX MONTHS ENDED
                                          DECEMBER 31,
                                  -----------------------------
                                     1996               1995
                                  ----------         ----------
 
Casino Operations
-----------------
 
  Table games:
   Gross wagering                 $6,735,000         $7,472,000
   Win Percentage                      16.40%             17.40%
   Revenues                       $1,102,000         $1,303,000
Slot machine revenues             $  736,000         $  826,000
Departmental expenses             $1,569,000         $1,674,000
Promotional allowances            $  280,000         $  359,000

</TABLE>

     Gross wagering decreased by $776,000 (16.7%) and $737,000 (9.8%),
respectively, for the three and six month period ended December 31, 1996 as
compared to the same period in 1995. This was due to changes in the hotel's
customer mix which resulted in lower casino usage for both table games and slot
machines.

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

                                       13
<PAGE>
 
                           SOUTHMARK SAN JUAN, INC.

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)


     Promotional allowances represent the retail value of complimentary goods
and services provided to casino customers under various marketing programs.
These allowances decreased by $67,000 (31.5%) and $79,000 (22%), respectively,
for the three and six months period ended December 31, 1996 as compared to the
same period in 1995, due to the decrease in revenues.

<TABLE>
<CAPTION>
 
                                 THREE MONTHS ENDED
                                    DECEMBER 31,
                              ------------------------
                                 1996         1995
                              ----------   -----------
<S>                           <C>         <C>
 
Other Expenses
--------------
 
Depreciation                  $  472,000    $  396,000
Interest                      $  766,000    $  723,000
General and administrative    $2,507,000    $2,605,000
 
 

                                 SIX MONTHS ENDED
                                    DECEMBER 31,
                              ------------------------
                                 1996         1995
                              ----------   -----------
 
Other Expenses
--------------
 
Depreciation                  $  868,000    $  792,000
Interest                      $1,504,000    $1,447,000
General and administrative    $4,680,000    $4,973,000
 
</TABLE>

     Depreciation expense increased $76,000 (19.2%) and (9.6%), respectively,
for the three and six month periods ended December 31, 1996 as compared to the
same periods in 1995 due to capital improvements during 1996.

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

                                       14
<PAGE>
 
                           SOUTHMARK SAN JUAN, INC.


PART II:  OTHER INFORMATION

ITEM 6 REPORTS ON FORM 8-K



No reports on Form 8-K were filed during the quarter.

                                       15
<PAGE>
 
                                  SIGNATURES

     Pursuant to the requirements 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.


 
                                               SOUTHMARK SAN JUAN, INC.
                                        --------------------------------------
                                                      Registrant
 
 
Date:  February 25, 1997               By:   /s/  John C. Hull
       --------------------               ------------------------------------
                                                     John C. Hull
                                                  Vice President and
                                               Chief Financial Officer

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