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 March 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 Stocks were outstanding as of May 10, 2002.

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


                                                                 Page 1 of 16
<PAGE>



                                     INDEX

                             PORTSMOUTH SQUARE, INC.


PART I. FINANCIAL INFORMATION                                       PAGE NO
                                                                    -------

Item 1. Financial Statements

  Balance Sheet - March 31, 2002 (Unaudited)                            3

  Statements of Income (Unaudited) - Three Months ended
    March 31, 2002 and March 31, 2001                                   4

  Statements of Income (Unaudited) - Nine Months ended
    March 31, 2002 and March 31, 2001                                   5

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

  Notes to Financial Statements                                         7

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

PART II. OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Shareholders.              15

Item 6. Exhibits and Reports on Form 8-K                               16

SIGNATURES                                                             16


                                                                   Page 2 of 16
<PAGE>




                         PART 1 - FINANCIAL INFORMATION

Item 1 - Financial Statements

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

Assets

  Cash and cash equivalents                              $   212,248
  Investment in marketable securities                     10,132,714
  Investment in Justice Investors                          1,627,029
  Other investments                                          200,000
  Other assets                                               368,834
                                                          ----------
Total assets                                             $12,540,825
                                                          ==========

Liabilities and Shareholders' Equity

Liabilities
  Due to securities broker                               $ 4,641,309
  Obligations for securities sold                            235,100
  Accounts payable and other liabilities                      23,047
                                                          ----------
Total liabilities                                          4,899,456
                                                          ----------
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                                        4,633,393
                                                          ----------

Total shareholders' equity                                 7,641,369
                                                          ----------

Total liabilities and shareholders' equity               $12,540,825
                                                          ==========


See accompanying notes to financial statements.

                                                                   Page 3 of 16
<PAGE>



                            PORTSMOUTH SQUARE, INC.

                             STATEMENTS OF INCOME
                                 (Unaudited)


For the three months ended March 31,                 2002           2001
                                                  ----------     ----------
Revenues
  Equity in net income of Justice
   Investors                                     $   371,462    $   776,847
  Net losses on marketable securities               (573,134)      (381,163)
  Dividend and interest income                         7,350         57,700
  Other income                                        35,293         12,152
                                                  ----------     ----------
                                                    (159,029)       465,536
                                                  ----------     ----------

Cost and expenses
  General and administrative                        (122,660)      (126,656)
  Margin interest, trading and
   management expenses                               (31,638)      (123,675)
                                                  ----------     ----------
                                                    (154,298)      (250,331)
                                                  ----------     ----------

Income(loss) before income taxes                    (313,327)       215,205

Provision for income tax benefit(expense)            153,764        (78,163)
                                                  ----------     ----------
Net (loss)income                                 $  (159,563)   $   137,042
                                                  ==========     ==========

Basic (loss)earning per share                    $     (0.22)   $      0.19
                                                  ==========     ==========

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


See accompanying notes to financial statements.

                                                                    Page 4 of 16
<PAGE>



                            PORTSMOUTH SQUARE, INC.

                             STATEMENTS OF INCOME
                                 (Unaudited)


For the nine months ended March 31,                  2002           2001
                                                  ----------     ----------
Revenues
  Equity in net income of Justice
   Investors                                     $ 1,756,878    $ 2,942,686
  Net losses on marketable securities             (2,369,914)      (349,126)
  Dividend and interest income                        31,982        188,259
  Other income                                        58,160         37,957
                                                  ----------     ----------
                                                    (522,894)     2,819,776
                                                  ----------     ----------

Cost and expenses
  General and administrative                        (360,304)      (355,840)
  Margin interest, trading and
   management expenses                              (107,575)      (264,059)
                                                  ----------     ----------
                                                    (467,879)      (619,899)
                                                  ----------     ----------

Income(loss) before income taxes                    (990,773)     2,199,877

Provision for income tax benefit(expense)            395,764       (873,862)
                                                  ----------     ----------
Net (loss)income                                 $  (595,009)   $ 1,326,015
                                                  ==========     ==========

Basic (loss)earning per share                    $     (0.81)   $      1.81
                                                  ==========     ==========

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


See accompanying notes to financial statements.

                                                                   Page 5 of 16
<PAGE>




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


For the nine months ended March 31,                  2002           2001
                                                  ----------     ----------
Cash flows from operating activities:
  Net (loss)income                               $  (595,009)   $ 1,326,015
  Adjustments to reconcile net (loss)income
   to net cash used in operating activities:
    Equity in net income of Justice Investors     (1,756,878)    (2,942,686)
    Net unrealized losses on marketable
     securities                                      521,490        967,249
    Changes in assets and liabilities:
      Investment in marketable securities         (1,855,176)       319,623
      Other assets                                  (244,948)        67,293
      Accounts payable and accrued expenses       (1,170,258)       359,935
      Due to securities broker                     4,203,266     (2,789,708)
      Obligations for securities sold             (1,351,098)        40,205
                                                  ----------     ----------
  Net cash used in operating activities           (2,248,611)    (2,652,074)
                                                  ----------     ----------

Cash flows from investing activities:
  Cash distributions from Justice Investors        2,719,080      3,764,880
                                                  ----------     ----------
  Net cash provided by investing activities        2,719,080      3,764,880
                                                  ----------     ----------

Cash flows from financing activities:
  Dividends paid                                    (367,091)      (367,091)
                                                  ----------     ----------
  Net cash used in financing activities             (367,091)      (367,091)
                                                  ----------     ----------
Net increase in cash and cash equivalents            103,378        745,715

Cash and cash equivalents at the beginning
 of the period                                       108,870         36,366
                                                  ----------     ----------
Cash and cash equivalents at the end of the
 period                                          $   212,248    $   782,081
                                                  ==========     ==========


See accompanying notes to financial statements.

                                                                    Page 6 of 16
<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, 2001.

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


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 has become more active in monitoring and overseeing the
operations of the hotel and parking garage.  The Company also derives revenue
from management fees for actively managing the hotel.  Investment in Justice
Investors is recorded on the equity basis.

Pursuant to the terms of the partnership agreement, voting rights of the
partners are determined according to the partners' entitlement to share in
the net profit and loss of the partnership.  The Company is not entitled to
any additional voting rights by virtue of its position as a general partner.

                                                                  Page 7 of 16
<PAGE>

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 March 31,                                                2002
                                                            ----------
Assets
Total current assets                                       $   132,115
Property, plant and equipment, net of
  accumulated depreciation of $12,186,462                    4,389,221
Loan fees and deferred lease costs,
  net of accumulated amortization of $218,038                   92,373
                                                            ----------
    Total assets                                           $ 4,613,709
                                                            ==========

Liabilities and partners' capital
Total current liabilities                                  $    11,502
Long term debt                                                 263,720
Partners' capital                                            4,338,487
                                                            ----------
    Total liabilities and partners' capital                $ 4,613,709
                                                            ==========


                                JUSTICE INVESTORS
                        CONDENSED STATEMENTS OF OPERATIONS

For the nine months ended March 31,            2002            2001
                                            ----------      ----------
Revenues                                   $ 4,173,311     $ 6,521,607
Costs and expenses                            (645,443)       (612,600)
                                            ----------      ----------
Net income                                 $ 3,527,868     $ 5,909,007
                                            ==========      ==========


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

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

                                                                   Page 8 of 16
<PAGE>

The Company's current investment portfolio as of March 31, 2002 is composed
of following types of investment securities:

                              Total          Approximate      % of Total
                            Cost Basis       Market Value      Portfolio
                            ----------       ------------      ---------
Fixed income:
  Corporate bonds          $   110,775       $   101,125           1.00%

Corporate securities:
  Common stocks              8,693,964         9,101,211          89.82%
  Preferred stocks             346,110           332,640           3.28%

REIT's                         599,348           587,238           5.80%

Options                         13,101            10,500           0.10%
                            ----------        ----------         -------

TOTAL SECURITIES ASSETS    $ 9,763,298       $10,132,714         100.00%
                            ==========        ==========         =======

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

                   Equities short:         $  217,200
                   Option calls short:         17,900
                                            ---------
                        TOTAL:             $  235,100
                                            =========

Marketable securities are stated at market value as determined by the most
recently traded price of each security at the balance sheet date.  Marketable
securities are classified as trading with net unrealized gains or losses
included in earnings.  Included in the net losses on marketable securities of
$573,134 for the three months ended March 31, 2002 are net unrealized gains
of $240,977 and net realized losses of $814,111.  Included in the net losses
on marketable securities of $2,369,914 for the nine months ended March 31,
2002 are net unrealized losses of $521,490 and net realized losses of
$1,848,424.


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 nine months
ended March 31, 2002.  Operating income from Justice Investors consists of the
operations of the hotel and garage included in the equity in net income of

                                                                   Page 9 of 16
<PAGE>

Justice Investors.  Operating income (losses) for investment transactions
consist of net investment gains (losses)and dividend and interest income.

<TABLE>
<CAPTION>


Three months ended            Justice      Investment
March 31, 2002               Investors    Transactions     Other          Total
                            -----------   -----------   -----------   ------------
<S>                         <C>           <C>           <C>           <C>
Operating income (loss)     $   371,462   $  (565,784)  $         -   $   (194,322)
Operating expenses                    -       (31,638)            -        (31,638)
                            -----------   -----------   -----------   ------------
Net operating income(loss)      371,462      (597,422)            -       (225,960)
                            -----------   -----------   -----------   ------------
General and administrative
  expenses                            -             -      (122,660)      (122,660)
Other income                          -             -        35,293         35,293
Income tax benefit                    -             -       153,764        153,764
                            -----------   -----------   -----------   ------------
Net income(loss)            $   371,462   $  (597,422)  $    66,397   $   (159,563)
                            ===========   ===========   ===========   ============
Total Assets                $ 1,627,029   $10,332,714   $   581,082   $ 12,540,825
                            ===========   ===========   ===========   ============

</TABLE>
<TABLE>
<CAPTION>


Nine months ended             Justice      Investment
March 31, 2002               Investors    Transactions     Other          Total
                            -----------   -----------   -----------   ------------
<S>                         <C>           <C>           <C>           <C>
Operating income(loss)      $ 1,756,878   $(2,337,932)  $         -   $   (581,054)
Operating expenses                    -      (107,575)            -       (107,575)
                            -----------   -----------   -----------   ------------
Net operating income(loss)    1,756,878    (2,445,507)            -       (688,629)
                            -----------   -----------   -----------   ------------
General and administrative
  expenses                            -             -      (360,304)      (360,304)
Other income                          -             -        58,160         58,160
Income tax benefit                    -             -       395,764        395,764
                            -----------   -----------   -----------   ------------
Net income (loss)           $ 1,756,878   $(2,445,507)  $    93,620   $   (595,009)
                            ===========   ===========   ===========   ============
Total Assets                $ 1,627,029   $10,332,714   $   581,082   $ 12,540,825
                            ===========   ===========   ===========   ============
</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 nine months ended March 31,
2002, these expenses were approximately $38,716 and $100,828.  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.


                                                               Page 10 of 16
<PAGE>


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.  On June 28, 2001, the
Company, Santa Fe and InterGroup entered into an agreement with an investment
advisory company for the management of its securities investments.  On
November 7, 2001, the Securities Investment Committee of the Board of
Directors elected to terminate the Company's agreement with the investment
advisory company.  Effective November 8, 2001, the Company resumed management
of its securities portfolio.

                                                                Page 11 of 16




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 of the hotel industry in the San
Francisco area, partnership distributions, securities markets, litigation and
other factors, including natural disasters, and those discussed below in the
Company's Form 10-KSB for the year ended June 30, 2001, 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 as a general partner of
Justice Investors for actively participating in the management of the hotel.


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

The Company had a net loss of $159,563 for the three months ended March 31,
2002 as compared to net income of $137,042 for the three months ended March
30, 2001.  This was primarily due to the decrease in net equity income of
Justice Investors, increase in net losses on marketable securities, and the
decrease in dividend and interest income.  These were partially offset by the
decrease in margin interest, trading and management expenses.

The decrease in equity in net income of Justice Investors to $371,462 from
$776,847 was primarily attributable to a 46% decrease in the total hotel and
garage revenue.  This was primarily due to a decrease in both occupancy and
room rates of the hotel during the current quarter as a result of a slow down
in the San Francisco area economy and the continuing impact that the
terrorist attacks of September 11, 2001 have had on tourism and the
hospitality industry in San Francisco.

Net losses on marketable securities increased to $573,134 from $381,163.
This was due to the decline in the market value of the Company's investment
portfolio during the current quarter as the Company continues to reposition
and diversify its investment portfolio in a very difficult economic
environment.  For the three months ended March 31, 2002, the Company had net


                                                                Page 12 of 16
<PAGE>


unrealized gains of $240,977 and net realized losses of $814,111.  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 decreased to $7,350 from $57,700 as a result of
the management investing in less income yielding securities.  Margin
interest, trading and management expenses decreased to $31,638 from $123,675,
which was primarily due to the maintenance of lower average daily margin
balances during the current quarter.  Margin interest expense decreased to
$10,371 for the three months ended March 31, 2002 from $111,502 for the three
months ended March 31, 2001.

Income taxes changed to tax benefit of $153,764 from tax expense of $78,163,
due to the net loss produced in the current quarter.


Nine Months Ended March 31, 2002 Compared to Nine Months
Ended March 31, 2001

The Company had a net loss of $595,009 for the nine months ended March 31,
2002 as compared to net income of $1,326,015 for the nine months ended March
31, 2001.  This was primarily due to the increase in net losses on marketable
securities, the decrease in net equity income of Justice Investors, and the
decrease in dividend and interest income.  These were partially offset by
decrease in margin interest, trading and management expenses.

Net losses on marketable securities increased to $2,369,914 for the nine
months ended March 31, 2002 from $349,126 for the nine months ended March 31,
2001.  This was due to the significant decline in the market value of the
Company's investment portfolio during the nine-month period, which includes a
net loss on marketable securities of 2,094,977 for the quarter ended
September 30, 2001.  For the nine months ended March 31, 2002, the Company
had net unrealized losses of $521,490 and net realized losses of $1,848,424.
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 decreased to $31,982 from $188,259 as a result
of the management investing in less income yielding securities.  Margin
interest, trading and management expenses decreased to $107,575 from
$264,059, which was primarily due to the maintenance of lower average daily
margin balances during the current period.  Margin interest expense decreased
to $33,551 for the nine months ended March 31, 2002 from $226,502 for the
nine months ended March 31, 2001.  The decrease was partially offset by
payments of approximately $30,000 in investment advisory fees during the
first six months of the current period.

As previously discussed, on June 28, 2001, the Company, Santa Fe and
InterGroup entered into an agreement with an investment advisory company, for
the management of their securities portfolios.  That was the first time that
the Company had relied on an investment advisor to manage its investments on
a discretionary basis.  The results were not acceptable, and the Company


                                                                 Page 13 of 16
<PAGE>


terminated its agreement with the investment advisor on November 7, 2001.
During that period of time, the Company's investment portfolio had a
significant concentration in computer software, computer technology, internet
technology and services, telecommunications, and aircraft industry sectors.
The securities in those sectors, especially those traded on The Nasdaq Stock
Market, greatly declined in that quarter and were particularly hard hit by
the events of September 11, 2001.  As a result, the Company had a significant
net decline in the market value of its securities portfolio and the Company
posted a net loss on marketable securities of 2,094,977 for the quarter ended
September 30, 2001.

Since the Company resumed management of its securities portfolio on November
8, 2001, it has sought to reposition and diversify its portfolio by
individual securities as well as by industry sectors to mitigate against
market risk.

The decrease in equity in net income of Justice Investors to $1,756,878 from
$2,942,686 was primarily attributable to a 45% decrease in the total hotel
and garage revenue.  This was primarily due to the decrease in both occupancy
and room rates of the hotel during the nine months period as a result of a
slow down in the San Francisco area economy and the continuing impact that
the terrorist attacks of September 11, 2001 have had on tourism and the
hospitality industry in San Francisco.  The decrease in hotel revenue was
partially offset by an increase in other income of approximately $600,000 to
Justice Investors as a result of an arbitration settlement payment from the
hotel lessee during the current period.

Income taxes changed to tax benefit of $395,764 from tax expense of $873,862
due to the net loss produced in the current quarter.


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.

For the first ten months of the current fiscal year, Portsmouth was receiving
a monthly distribution of $209,160 from Justice Investors as a limited
partner.  As a result of the almost 45% decline in partnership revenues due
to the slowdown in the San Francisco area economy 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 distribution will be reduced by $41,832 to
$167,328.  The limited partners have also been advised that it is unlikely
that there will be any year-end special distributions in December 2002 if
hotel occupancy and room rates do not improve, and further cuts in the
monthly distributions may have to be made in the future.  The general
partners will continue to review and analyze the operations of the hotel to
determine an appropriate monthly distribution.  For the nine months ended
March 31, 2002, the Company received cash distributions of $2,719,080 from
Justice Investors. That amount reflects a $1,045,800 reduction in the


                                                                Page 14 of 16
<PAGE>

December 2001 special partnership year-end distribution to $836,640, compared
to the December 2000 special distribution of $1,882,440.

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.

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

CRITICAL ACCOUNTING POLICIES

The Company reviews its long-lived assets for impairment when circumstances
indicate that a potential loss in carrying value may have occurred.  To the
extent that projected future undiscounted cash flows from the operation of
the Company's hotel property is less than the carrying value of the
asset, the carrying value of the asset is reduced to its fair value.
The Company's other accounting policies are straightforward in their
application.


                      PART II.    OTHER INFORMATION


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

The Annual Meeting of the Shareholders of the Company was held on January 31,
2002, at the Luxe Summit Hotel Bel-Air, 11461 Sunset Blvd., Los Angeles,
California 90049.  At that meeting, all of management's nominees: John V.
Winfield, Jerold R. Babin, Josef A. Grunwald, John C. Love and William J.
Nance, were elected as Directors of the Company to serve until the next
Annual Meeting, with each nominee receiving in excess of 96% of the shares
voted.  At that Meeting, the shareholders also voted in favor of the
ratification of PricewaterhouseCoopers LLP as the independent accountants of
the Company for the fiscal year ending June 30, 2002.  A tabulation of the
vote follows:

Proposal (1) - Directors:                Votes For       Withheld
                                         ---------       --------
   John V. Winfield                        628,584        26,128
   Jerold R. Babin                         628,684        26,028
   Josef A. Grunwald                       628,684        26,028
   John C. Love                            628,684        26,028
   William J. Nance                        628,684        26,028

Proposal (2) - Accountants:               Votes For      Against    Abstained
                                          ---------      -------    ---------
   PricewaterhouseCoopers LLP              652,797        1,515        200


                                                                   Page 15 of 16
<PAGE>


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

         (a) Exhibits - None.

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




                                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: May 10, 2002                         by /s/ John V. Winfield
                                              ---------------------------
                                              John V. Winfield, President,
                                              Chairman of the Board and
                                              Chief Executive Officer


Date: May 10, 2002                         by /s/ Michael G. Zybala
                                              ---------------------------
                                              Michael G. Zybala,
                                              Vice President, Secretary
                                              and Treasurer


Date: May 10, 2002                         by /s/ Randy Du
                                              --------------------------
                                              Randy Du
                                              Controller
                                             (Principal Accounting Officer)



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