SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                          ----------------------

                               FORM 10-QSB


    [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

    For the quarterly period ended December 31, 2002

                         OR

    [ ]  Transition Report Pursuant to Section 13 or 15(d) of the Exchange
Act

    For the transition period from _______ to ________


    Commission File Number 0-4057

                              PORTSMOUTH SQUARE, INC.
                              -----------------------
        (Exact Name of Small Business Issuer as Specified in its Charter)

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


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

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

   Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months, and (2)
has been subject to such filing requirements for the past 90 days. Yes (x)
No ( )

   State the number of shares outstanding of each of the issuer's classes of
Common equity, as of the latest practicable date: 734,183 shares of issuer's
No Par Value Common Stock were outstanding as of February 13, 2003.

   Transitional Small Business Disclosure Format (check one): Yes ( ) No (X)

<PAGE>



                                     INDEX

                             PORTSMOUTH SQUARE, INC.


PART I. FINANCIAL INFORMATION                                         PAGE
                                                                      ----
Item 1. Financial Statements

  Balance Sheet - December 31, 2002 (Unaudited)                        3

  Statements of Operations (Unaudited)- Three Months ended
    December 31, 2002 and December 31, 2001                            4

  Statements of Operations (Unaudited)- Six Months ended
    December 31, 2002 and December 31, 2001                            5

  Statements of Cash Flows (Unaudited)- Six Months ended
    December 31, 2002 and December 31, 2001                            6

  Notes to Financial Statements                                        7

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations                            12

Item 3. Controls and Procedures                                        17


PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K                               17

SIGNATURES                                                             18



                                     -2-
<PAGE>




                         PART 1 - FINANCIAL INFORMATION

Item 1 - Financial Statements

                             PORTSMOUTH SQUARE, INC.
                                 BALANCE SHEET
                                  (Unaudited)
As of December 31,                                           2002
                                                          ----------

Assets

  Cash and cash equivalents                              $   667,515
  Investment in marketable securities                      5,277,357
  Investment in Justice Investors                          1,352,985
  Other investments                                          100,000
  Deferred income tax asset                                  948,891
  Other assets                                               356,419
                                                          ----------
Total assets                                             $ 8,703,167
                                                          ==========

Liabilities and Shareholders' Equity

Liabilities
  Due to securities broker                               $ 1,835,095
  Obligations for securities sold                            468,048
  Accounts payable and other liabilities                      89,286
                                                          ----------
Total liabilities                                          2,392,429
                                                          ----------
Commitments and contingencies

Shareholders' equity:
  Common stock, no par value:
    Authorized shares - 750,000
    Issued and outstanding shares - 734,183                2,092,300
  Additional paid-in capital                                 915,676
  Retained earnings                                        3,302,762
                                                          ----------

Total shareholders' equity                                 6,310,738
                                                          ----------

Total liabilities and shareholders' equity               $ 8,703,167
                                                          ==========

See accompanying notes to financial statements.


                                     -3-
<PAGE>


                            PORTSMOUTH SQUARE, INC.

                           STATEMENTS OF OPERATIONS
                                  (Unaudited)


For the three months ended December 31,              2002           2001
                                                  ----------     ----------
Revenues
  Equity in net income of Justice
   Investors                                      $  371,444     $  297,016
  Net gains on marketable securities                 265,944        298,197
  Dividend and interest income                        16,991          3,315
  Other income                                         7,458          9,765
                                                  ----------     ----------
                                                     661,837        608,293
                                                  ----------     ----------

Cost and expenses
  General and administrative                        (128,122)      (128,505)
  Margin interest, trading and
   management expenses                               (23,036)       (18,826)
                                                  ----------     ----------
                                                    (151,158)      (147,331)
                                                  ----------     ----------

Income before income taxes                           510,679        460,962

Provision for income tax expense                    (208,009)      (261,650)
                                                  ----------     ----------
Net income                                       $   302,670    $   199,312
                                                  ==========     ==========

Basic earnings per share                         $      0.41    $      0.27
                                                  ==========     ==========

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


See accompanying notes to financial statements.


                                     -4-
<PAGE>


                            PORTSMOUTH SQUARE, INC.

                           STATEMENTS OF OPERATIONS
                                  (Unaudited)


For the six months ended December 31,                2002           2001
                                                  ----------     ----------
Revenues
  Equity in net income of Justice
   Investors                                      $  870,731    $ 1,385,416
  Net losses on marketable securities               (451,521)    (1,796,780)
  Dividend and interest income                        43,031         24,632
  Other income                                        22,679         22,867
                                                  ----------     ----------
                                                     484,920       (363,865)
                                                  ----------     ----------

Cost and expenses
  General and administrative                        (240,840)      (237,644)
  Margin interest, trading and
   management expenses                               (39,495)       (75,937)
                                                  ----------     ----------
                                                    (280,335)      (313,581)
                                                  ----------     ----------

Income(loss) before income taxes                     204,585       (677,446)

Provision for income tax (expense)benefit            (83,000)       242,000
                                                  ----------     ----------
Net income(loss)                                 $   121,585   $   (435,446)
                                                  ==========     ==========

Basic earnings(loss) per share                   $      0.17   $      (0.59)
                                                  ==========     ==========

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


See accompanying notes to financial statements.


                                     -5-
<PAGE>



                            PORTSMOUTH SQUARE, INC.
                           STATEMENTS OF CASH FLOWS
                                 (Unaudited)


For the six months ended December 31,                2002           2001
                                                  ----------     ----------
Cash flows from operating activities:
  Net income (loss)                              $   121,585   $   (435,446)
  Adjustments to reconcile net income (loss)
   to net cash used in operating activities:
    Equity in net income of Justice Investors       (870,731)    (1,385,416)
    Net unrealized (gains) losses on
     marketable securities                          (777,088)       762,467
    Changes in assets and liabilities:
      Investment in marketable securities         (2,061,553)    (1,100,658)
      Deferred income taxes and other assets        (238,667)         6,814
      Accounts payable and other liabilities          12,493     (1,151,825)
      Due to securities broker                     1,835,095      4,719,717
      Obligations for securities sold                345,688     (1,586,198)
                                                  ----------     ----------
  Net cash provided by operating activities       (1,633,178)      (170,545)
                                                  ----------     ----------

Cash flows from investing activities:
  Cash distributions from Justice Investors        1,003,968      2,091,600
                                                  ----------     ----------
  Net cash provided by investing activities        1,003,968      2,091,600
                                                  ----------     ----------

Cash flows from financing activities:
  Dividends paid                                    (183,546)      (183,546)
                                                  ----------     ----------
  Net cash used in financing activities             (183,546)      (183,546)
                                                  ----------     ----------
Net (decrease) increase in cash and
  cash equivalents                                  (812,756)     1,737,509

Cash and cash equivalents at the beginning
  of the period                                    1,480,271        108,870
                                                  ----------     ----------
Cash and cash equivalents at the end of the
 period                                          $   667,515    $ 1,846,379
                                                  ==========     ==========


See accompanying notes to financial statements.


                                     -6-
<PAGE>


                      PORTSMOUTH SQUARE, INC.

                   NOTES TO FINANCIAL STATEMENTS

1.  Basis of Presentation and Significant Accounting Policies
    ---------------------------------------------------------

The financial statements included herein have been prepared by Portsmouth
Square, Inc. ("Portsmouth" or the "Company"), without audit, according to the
rules and regulations of the Securities and Exchange Commission.  Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes the disclosures that are made are
adequate to make the information presented not misleading.  Further, the
financial statements reflect, in the opinion of management, all adjustments
(which included only normal recurring adjustments) necessary to state fairly
the financial position and results of operations as of and for the periods
indicated.

It is suggested that these financial statements be read in conjunction with
the audited financial statements and the notes therein included in the
Company's Form 10-KSB for the year ended June 30, 2002.

The results of operations for the three and six months ended December 31,
2002 are not necessarily indicative of results to be expected for the full
fiscal year ending June 30, 2003.



2.  Investment in Justice Investors
    -------------------------------

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

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


                                     -7-
<PAGE>


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

Condensed financial statements for Justice Investors are as follows:


                            JUSTICE INVESTORS
                         CONDENSED BALANCE SHEET

As of December 31,                                            2002
                                                            ----------
Assets
Total current assets                                       $   248,240
Property, plant and equipment, net of
  accumulated depreciation of $12,440,376                    4,616,710
Loan fees and deferred lease costs,
  net of accumulated amortization of $241,320                   69,092
                                                            ----------
    Total assets                                           $ 4,934,042
                                                            ==========

Liabilities and partners' capital
Total current liabilities                                  $ 1,145,841
Partners' capital                                            3,788,201
                                                            ----------
    Total liabilities and partners' capital                $ 4,934,042
                                                            ==========


                                JUSTICE INVESTORS
                        CONDENSED STATEMENTS OF OPERATIONS

For the three months ended December 31,           2002            2001
                                            ----------      ----------
Revenues                                   $   901,594     $   838,683
Costs and expenses                            (155,722)       (242,265)
                                            ----------      ----------
Net income                                 $   745,872     $   596,418
                                            ==========      ==========


For the six months ended December 31,           2002            2001
                                            ----------      ----------
Revenues                                   $ 2,093,067     $ 3,223,184
Costs and expenses                            (344,610)       (441,224)
                                            ----------      ----------
Net income                                 $ 1,748,457     $ 2,781,960
                                            ==========      ==========


                                     -8-
<PAGE>


3.  Investment in Marketable Securities
-----------------------------------

The Company's investment in marketable securities consists primarily of
corporate equities. The Company has also invested in corporate bonds and
income producing securities, which may include interests in real estate based
companies, where financial benefit could inure to its shareholders through
income and/or capital gain.  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.

The Company's marketable securities portfolio as of December 31, 2002 is
composed of following types of securities:

                                                        % of Total
                                    Market Value         Portfolio
                                    ------------         ---------
Fixed income:
  Corporate bonds                   $    50,000              1.0%

Corporate securities:
  Common stocks                       4,709,357             89.2%
  Preferred stocks                      518,000              9.8%
                                     ----------           -------

Total marketable securities         $ 5,277,357            100.0%
                                     ==========           =======

As part of the investment strategies, the Company may assume short positions
in marketable securities.  Short sales are used by the Company to potentially
offset normal market risks undertaken in the course of its investing
activities or to provide additional return opportunities.  The Company has no
naked short positions.  As of December 31, 2002, the Company had obligations
for securities sold (equities short) of $468,048.

Marketable securities are stated at market value as determined by the most
recently traded price of each security at the balance sheet date.  Marketable
securities are classified as trading with net unrealized gains or losses
included in earnings.

Included in the net gains on marketable securities of $265,944 for the three
months ended December 31, 2002 are net unrealized gains of $419,727 and net
realized losses of $153,783. Included in the net gains on marketable
securities of $298,197 for the three months ended December 31, 2001 are net
unrealized gains of $1,277,420 and net realized losses of $979,223.

Included in the net losses on marketable securities of $451,521 for the six
months ended December 31, 2002 are net unrealized gains of $777,088 and net
realized losses of $1,228,609. Included in the net losses on marketable
securities of $1,796,780 for the six months ended December 31, 2001 are net
unrealized losses of $762,467 and net realized losses of $1,034,313.

                                     -9-
<PAGE>

4.  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 reporting segments for the three and six months
ended December 31, 2002 and the three and six months ended December 31, 2001.
Operating income from Justice Investors consists 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>

Three months ended              Justice   Investment
December 31, 2002             Investors  Transactions      Other          Total
                            -----------   -----------   -----------   ------------
<S>                         <C>           <C>           <C>          <C>
Operating income            $   371,444   $   282,935   $         -  $     654,379
Operating expenses                    -       (23,036)            -        (23,036)
                            -----------   -----------   -----------   ------------
Net operating income            371,444       259,899            -         631,343

General and administrative
  expenses                            -             -      (128,122)      (128,122)
Other income                          -             -         7,458          7,458
Income tax expense                    -             -      (208,009)      (208,009)
                            -----------   -----------   -----------   ------------
Net income(loss)            $   371,444   $   259,899   $  (328,673)  $    302,670
                            ===========   ===========   ===========   ============
Total Assets                $ 1,352,985   $ 5,377,357   $ 1,972,825   $  8,703,167
                            ===========   ===========   ===========   ============
</TABLE>
<TABLE>

Three months ended            Justice     Investment
December 31, 2001            Investors   Transactions      Other          Total
                            -----------  ------------   -----------   ------------
<S>                         <C>           <C>           <C>           <C>
Operating income            $   297,016   $   301,512   $         -   $    598,528
Operating expenses                    -       (18,826)            -        (18,826)
                            -----------   -----------   -----------   ------------
Net operating income            297,016       282,686             -        579,702

General and administrative
  expenses                            -             -      (128,505)      (128,505)
Other income                          -             -         9,765          9,765
Income tax expense                    -             -      (261,650)      (261,650)
                            -----------   -----------   -----------   ------------
Net income(loss)            $   297,016   $   282,686   $  (380,390)  $    199,312
                            ===========   ===========   ===========   ============
Total Assets                $ 1,883,047   $ 9,337,219   $ 1,963,451   $ 13,183,717
                            ===========   ===========   ===========   ============
</TABLE>

                                     -10-
<PAGE>
<TABLE>

Six months ended               Justice    Investment
December 31, 2002             Investors  Transactions      Other          Total
                            -----------  ------------   -----------   ------------
<S>                         <C>           <C>           <C>           <C>
Operating income (loss)     $   870,731   $  (408,490)  $         -   $    462,241
Operating expenses                    -       (39,495)            -        (39,495)
                            -----------   -----------   -----------   ------------
Net operating
 income (loss)                  870,731      (447,985)            -        422,746

General and administrative
  expenses                            -             -      (240,840)      (240,840)
Other income                          -             -        22,679         22,679
Income tax expense                    -             -       (83,000)       (83,000)
                            -----------   -----------   -----------   ------------
Net income (loss)           $   870,731   $  (447,985)  $  (301,161)  $    121,585
                            ===========   ===========   ===========   ============
Total Assets                $ 1,352,985   $ 5,377,357   $ 1,972,825   $  8,703,167
                            ===========   ===========   ===========   ============
</TABLE>
<TABLE>

Six months ended              Justice     Investment
December 31, 2001            Investors   Transactions     Other          Total
                            -----------  ------------   -----------   ------------
<S>                         <C>           <C>           <C>           <C>
Operating income (loss)     $ 1,385,416   $(1,772,148)  $        -    $  (386,732)
Operating expenses                    -       (75,937)            -        (75,937)
                            -----------   -----------   -----------   ------------
Net operating
 income (loss)                1,385,416    (1,848,085)            -       (462,669)
General and administrative
  expenses                            -             -      (237,644)      (237,644)
Other income                          -             -        22,867         22,867
Income tax benefit                    -             -       242,000        242,000
                            -----------   -----------   -----------   ------------
Net income (loss)           $ 1,385,416   $(1,848,085)  $    27,223  $    (435,446)
                            ===========   ===========   ===========   ============
Total Assets                $ 1,883,047   $ 9,337,219   $ 1,963,451   $ 13,183,717
                            ===========   ===========   ===========   ============
</TABLE>

5.  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 three and six months ended December
31, 2002, these expenses were approximately $21,662 and $43,324.  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.

John V. Winfield serves as Chief Executive Officer and Chairman of the
Company, Santa Fe, and InterGroup.  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.

                                     -11-
<PAGE>

Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS AND PROJECTIONS

The Company may from time to time make forward-looking statements and
projections concerning future expectations.  When used in this discussion,
the words "estimate," "project," "anticipate" and similar expressions, are
intended to identify forward-looking statements.  Such statements are subject
to certain risks and uncertainties, such as the impact of terrorism and war
on the national and international economies, including tourism and securities
markets, general economic conditions and increased competition in the hotel
industry in the San Francisco area, partnership distributions, securities
markets, litigation and other factors, including natural disasters, and those
discussed below and in the Company's Form 10-KSB for the year ended June 30,
2002, 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 sources of revenue continue to be derived from its
49.8% interest in the Justice Investors limited partnership and income
received 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 of the garage portion of the property to Evon.  The
Company also derives revenue from management fees for actively managing the
hotel.

Three Months Ended December 31, 2002 Compared to Three Months
Ended December 31, 2001

The Company had an increase in net income to $302,670 for the three months
ended December 31, 2002 from net income of $199,312 for the three months
ended December 31, 2001.  This was primarily due to the increase in equity
income from Justice Investors, an increase in dividend and interest income
partially offset by the decrease in net gains on marketable securities.

The increase in equity in net income of Justice Investors to $371,444 from
$297,016 is primarily due to three factors.  Approximately $55,000 of that
increase is attributable to additional revenue related to the year-end hotel
rent calculation.  Approximately $50,000 of the increase was due to legal and
consulting expenses related to an arbitration proceeding in the prior year.
These amounts were partially offset by a decline in hotel revenues.  The
recovery of the tourism and the hospitality industry has been especially slow
in San Francisco due to the continued weak economy in the Bay Area.  In
addition, the hotel has faced increased competition from new properties and
from higher end properties that have cut room rates in an effort to keep
their share of a declining market. For the three months ended December 31,
2002, average daily room rates decreased 18% to $89 from $108 in the prior
year's quarter, while average occupancy increased 11% to 62% from 56% in the
prior year's quarter.

                                     -12-
<PAGE>

Net gains on marketable securities decreased to $265,944 for the three months
ended December 31, 2002 from $298,197 for the three months ended December 31,
2001. For the three months ended December 31, 2002, the Company had net
unrealized gains of $419,727 and net realized losses of $153,783.  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. For a more detailed
description of the composition of the Company's marketable securities please
see the section below.

Dividend and interest income increased to $16,991 from $3,315 as a result of
increased investment dividend yielding securities.

Income taxes decreased to $208,009 from $261,650 as result of a deferred tax
catch-up recognized in the prior related to unrealized gains on marketable
securities.


Six Months Ended December 31, 2002 Compared to Six Months
Ended December 31, 2001

The Company had net income of $121,585 for the six months ended December 31,
2002 as compared a net loss of $435,446 for the six months ended December 31,
2001.  This change was primarily due to the decrease in net losses on
marketable securities, an increase in dividend and interest income offset by
the decrease in equity income from Justice Investors.

Net losses on marketable securities decreased to $451,521 for the six months
ended December 31, 2002 from $1,796,780 for the six months ended December 31,
2001. For the six months ended December 31, 2002, the Company had net
unrealized gains of $777,088 and net realized losses of $1,228,609.  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. For a more detailed
description of the composition of the Company's marketable securities please
see the section below.

The decrease in equity in net income of Justice Investors to $870,731 for the
six months ended December 31, 2002 from $1,385,416 for the six months ended
December 31, 2001 is primarily attributable to a the inclusion of
approximately $300,000 in equity in net income of Justice Investors from an
arbitration settlement payment from the hotel leasee and to a decline in
hotel revenues.  The terrorist attacks of September 11, 2001, had a
devastating effect on tourism and the hospitality industry, especially in San
Francisco where recovery has been especially slow due to the weak economy in
the Bay Area.  In addition, the hotel has faced increased competition from
new properties and from higher end properties that have cut room rates in an
effort to keep their share of a declining market.  For the six months ended
December 31, 2002, average daily room rates decreased 23% to $92 from $120
for the six months ended December 31, 2001, while average occupancy increased
7% to 72% from 67%.

                                     -13-
<PAGE>

Dividend and interest income increased to $43,031 from $24,632 as a result of
increased investment dividend yielding securities.

Margin interest, trading and management expenses decreased to $39,495 from
$75,937 primarily due to the termination of the third party investment
manager in November 2001.  Margin interest expense decreased to $16,995 from
$23,180 as a result of lower margin balances.

Income taxes changed to an expense of $83,000 from a tax benefit of $242,000
due to income generated in the current period and a loss generated in the
prior period.


MARKETABLE SECURITIES

The Company invests from time to time in corporate debt and equity
securities, mortgage backed securities, securities issued by REIT's and other
companies, which invest primarily in real estate.  The following table sets
forth the composition of the Company's investment in marketable securities as
of December 31, 2002:

                                                        % of Total
                                    Market Value         Portfolio
                                    ------------         ---------
Fixed income:
  Corporate bonds                   $    50,000              1.0%

Corporate securities:
  Common stocks                       4,709,357             89.2%
  Preferred stocks                      518,000              9.8%
                                     ----------           -------

Total marketable securities assets  $ 5,277,357            100.0%
                                     ==========           =======

The following table shows the composition of the Company's marketable
securities portfolio by selected industry groups as of December 31, 2002.


                                                             % of Total
                                                              Investment
   Industry Group                      Market Value           Securities
   --------------                      ------------           ----------
   Telecommunication                     1,960,326               37.1%
   Electric and Other Services           1,063,930               20.2%
   Energy                                  633,355               12.0%
   Metal and auto manufacturers            577,559               10.9%
   Computer/Technologies                   323,935                6.1%
   Insurance                               239,225                4.5%
   Other                                   479,027                9.2%
                                        ----------              ------
                                       $ 5,277,357              100.0%
                                        ==========              ======

                                     -14-
<PAGE>

The Company's investment portfolio is diversified with 76 different equity
positions.  Only three individual equity securities comprise more than 5% of
the equity value of the portfolio, with the largest being 9.8%. The amount of
the Company's investment in any particular issuer may increase or decrease,
and additions or deletions to its securities portfolio may occur, at any
time.  While it is the internal policy of the Company to limit its initial
investment in any single equity to less than 5% of its total portfolio value,
that investment could eventually exceed 5% as a result of equity appreciation
or reduction of other positions.  Marketable securities are stated at market
value as determined by the most recently traded price of each security at the
balance sheet date.


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 the significant decline in partnership revenues due to the
slowdown in the San Francisco area economy, increased competition and the
continuing impact that the terrorist attacks of September 11, 2001 have had
on tourism and the hospitality industry, Justice Investors cut the monthly
distribution to its limited partners by 20%, effective with the May 2002
distribution.  As a result, Portsmouth's monthly distributions were reduced
by $41,832 to $167,328.  Justice Investors also eliminated its special year-
end partnership distribution in December 2002 and announced that there would
be a further reduction of 5% in the monthly distributions commencing in March
2003.  The limited partners have been further advised that, if hotel revenues
do not meet budget projections, further cuts in the monthly distributions may
have to be made in the future.  The general partners will continue to review
and analyze the operations of the hotel to determine an appropriate monthly
distribution.  For the quarter ended December 31, 2002 the Company received
cash distributions of $1,003,968 from the 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.

In July 2002, Justice Investors entered into a lease with Tru Spa, LLC, which
was amended effective January 1, 2003.  The lease premises consist of
approximately 5,400 square feet of space on the lobby level of the hotel for
the construction and operation of a health and beauty spa.  The term of the
lease is for ten years commencing on May 1, 2003 or as soon as all of the
improvements are completed, with a five year option to extend the term.  The
amended lease provides for minimum monthly rent of $11,925, additional rent
of $2,072 (up to a total of $250,000 to help defray certain relocation
construction costs) and other tenant fees.  Justice will be responsible for
up to $1,100,000 in leasehold improvements, which will be paid using the

                                     -15-
<PAGE>

partnership's line of credit.  It is expected that the spa lease will be
essentially revenue neutral to the partnership, but should help the hotel to
be more competitive in a difficult marketplace by providing greater amenities
to its guests.

The hotel industry in San Francisco was particularly hard hit by the impact
that the terrorist attacks had on tourism and the hospitality industry in
general.  The impact of those attacks coupled with the slow down in the
economy and increased competition have made for a very challenging
environment.  Because of this, the economic recovery in the Bay Area has
lagged behind that of many other cities.  Although the Company has suffered a
significant decline in revenues as a result of those events, management
believes that the net cash flow generated from future operating activities
and its capital resources will be adequate to meet its current and future
obligations.

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

IMPACT OF INFLATION

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


CRITICAL ACCOUNTING POLICIES

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

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

                                     -16-
<PAGE>


Item 3. Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

The management of the Company, including the Chief Executive Officer and the
Treasurer (serving as Chief Financial Officer), have conducted an evaluation
of the effectiveness of the Company's disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) as of a date within 90 days
prior to the filing of this Quarterly Report on Form 10-QSB (the "Evaluation
Date").  Based upon that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that, as of the Valuation Date, the Company's
disclosure controls and procedures are effective in timely alerting them to
material information relating to the Company required to be included in the
Company's periodic SEC filings.

(b) Changes in internal controls.

Subsequent to the date of the evaluation, there have been no significant
changes in the Company's internal controls or in other factors that could
significantly affect internal controls, nor were there any corrective actions
required with regard to significant deficiencies and material weaknesses.




                      PART II.    OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K.

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

         (b) Registrant did not file any reports on Form 8-K
             during the period covered by this report.


                                     -17-
<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.


                                               PORTSMOUTH SQUARE, INC.
                                                     (Registrant)


Date: February 13, 2003                    by /s/ John V. Winfield
                                              ---------------------------
                                              John V. Winfield, President,
                                              Chairman of the Board and
                                              Chief Executive Officer


Date: February 13, 2003                    by /s/ Michael G. Zybala
                                              ---------------------------
                                              Michael G. Zybala,
                                              Vice President, Secretary
                                              and Treasurer


Date: February 13, 2003                    by /s/ David Nguyen
                                              --------------------------
                                              David Nguyen
                                             (Principal Accounting Officer)



                                  CERTIFICATIONS


I, John V. Winfield, certify that:

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

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

3.  Based on my knowledge, the financial statements and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flow of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

                                     -18-
<PAGE>

    a) designated such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;

    b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

    c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date.

5.  The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing
equivalent functions):

    a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for
registrant's auditors and material weaknesses in internal controls; and

    b) any fraud, whether or not material, that involves management or other
employees who have a significant role in registrant's internal controls; and

6.  The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.


Date:  February 13, 2003                       /s/ John V. Winfield
                                                   ----------------------
                                                   John V. Winfield
                                                   President and Chief
                                                   Executive Officer

_____________________________________________________________________________


I, Michael G. Zybala, certify that:

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

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

                                     -19-
<PAGE>

3.  Based on my knowledge, the financial statements and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flow of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

    a) designated such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;

    b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

    c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date.

5.  The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing
equivalent functions):

    a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for
registrant's auditors and material weaknesses in internal controls; and

    b) any fraud, whether or not material, that involves management or other
employees who have a significant role in registrant's internal controls; and

6.  The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.


Date:  February 13, 2003                        /s/ Michael G. Zybala
                                                   ----------------------
                                                    Michael G. Zybala
                                                    Vice President, Secretary
                                                    and Treasurer (serving as
                                                    Chief Financial Officer)

                                     -20-