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, 2001

                         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 February 8, 2002.

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



                                                                Page 1 of 15
<PAGE>


                                     INDEX

                             PORTSMOUTH SQUARE, INC.


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

Item 1. Financial Statements

  Balance Sheet - December 31, 2001 (Unaudited)                         3

  Statements of Income (Unaudited) - Three Months ended
    December 31, 2001 and December 31, 2000                             4

  Statements of Income (Unaudited) - Six Months ended
    December 31, 2001 and December 31, 2000                             5

  Statements of Cash Flows (Unaudited) - Six Months ended
    December 31, 2001 and December 31, 2000                             6

  Notes to Financial Statements                                         7

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations                            10

PART II. OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Shareholders.              14

Item 6. Exhibits and Reports on Form 8-K                               14

SIGNATURES                                                             15



                                                              Page 2 of 15

<PAGE>


                         PART 1 - FINANCIAL INFORMATION

Item 1 - Financial Statements

                             PORTSMOUTH SQUARE, INC.
                                 BALANCE SHEET
                                  (Unaudited)
As of December 31,                                           2001
                                                          ----------

Assets

  Cash and cash equivalents                              $ 1,846,379
  Investment in marketable securities                      9,237,219
  Investment in Justice Investors                          1,883,047
  Other investments                                          100,000
  Other assets                                               117,072
                                                          ----------
Total assets                                             $13,183,717
                                                          ==========

Liabilities and Shareholders' Equity

Liabilities
  Due to securities broker                               $ 5,157,760
  Accounts payable and other liabilities                      41,480
                                                          ----------
Total liabilities                                          5,199,240
                                                          ----------
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                                        4,976,501
                                                          ----------

Total shareholders' equity                                 7,984,477
                                                          ----------

Total liabilities and shareholders' equity               $13,183,717
                                                          ==========


See accompanying notes to financial statements.



                                                               Page 3 of 15
<PAGE>


                            PORTSMOUTH SQUARE, INC.

                             STATEMENTS OF INCOME
                                 (Unaudited)


For the three months ended December 31,              2001           2000
                                                  ----------     ----------
Revenues
  Equity in net income of Justice
   Investors                                     $   297,016    $   960,207
  Net gains(losses) on marketable securities         298,197       (387,851)
  Dividend and interest income                         3,315         61,714
  Other income                                         9,765         10,608
                                                  ----------     ----------
                                                     608,293        644,678
                                                  ----------     ----------

Cost and expenses
  General and administrative                        (128,505)      (116,257)
  Margin interest, trading and
   management expenses                               (18,826)       (62,350)
                                                  ----------     ----------
                                                    (147,331)      (178,607)
                                                  ----------     ----------

Income before income taxes                           460,962        466,071

Provision for income tax expense                    (261,650)      (226,000)
                                                  ----------     ----------
Net income                                       $   199,312    $   240,071
                                                  ==========     ==========

Basic earnings per share                         $      0.27    $      0.33
                                                  ==========     ==========

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


See accompanying notes to financial statements.


                                                              Page 4 of 15

<PAGE>


                            PORTSMOUTH SQUARE, INC.

                             STATEMENTS OF INCOME
                                 (Unaudited)


For the six months ended December 31,                2001           2000
                                                  ----------     ----------
Revenues
  Equity in net income of Justice
   Investors                                     $ 1,385,416    $ 2,165,839
  Net (losses)gains on marketable securities      (1,796,780)        32,037
  Dividend and interest income                        24,632        130,559
  Other income                                        22,867         25,805
                                                  ----------     ----------
                                                    (363,865)     2,354,240
                                                  ----------     ----------

Cost and expenses
  General and administrative                        (237,644)      (229,184)
  Margin interest, trading and
   management expenses                               (75,937)      (140,384)
                                                  ----------     ----------
                                                    (313,581)      (369,568)
                                                  ----------     ----------

Income (loss) before income taxes                   (677,446)     1,984,672

Provision for income tax benefit (expense)           242,000       (795,699)
                                                  ----------     ----------
Net (loss) income                                $  (435,446)   $ 1,188,973
                                                  ==========     ==========

Basic (loss) earnings per share                  $     (0.59)   $      1.62
                                                  ==========     ==========

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


See accompanying notes to financial statements.



                                                                 Page 5 of 15

<PAGE>



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


For the six months ended December 31,                2001           2000
                                                  ----------     ----------
Cash flows from operating activities:
  Net (loss) income                              $  (435,446)   $ 1,188,973
  Adjustments to reconcile net (loss) income
   to net cash used in operating activities:
    Equity in net income of Justice Investors     (1,385,416)    (2,165,839)
    Net unrealized losses on marketable
     securities                                      762,467        143,095
    Changes in assets and liabilities:
      Investment in marketable securities         (1,100,658)    (6,685,082)
      Other assets                                     6,814         36,584
      Accounts payable and accrued expenses       (1,151,825)       318,360
      Due to securities broker                     4,719,717      2,594,996
      Obligations for securities sold             (1,586,198)     2,049,394
                                                  ----------     ----------
  Net cash used in operating activities             (170,545)    (2,519,519)
                                                  ----------     ----------

Cash flows from investing activities:
  Cash distributions from Justice Investors        2,091,600      3,137,400
                                                  ----------     ----------
  Net cash provided by investing activities        2,091,600      3,137,400
                                                  ----------     ----------

Cash flows from financing activities:
  Dividends paid                                    (183,546)      (183,546)
                                                  ----------     ----------
  Net cash used in financing activities             (183,546)      (183,546)
                                                  ----------     ----------
Net increase in cash and cash equivalents          1,737,509        434,335

Cash and cash equivalents at the beginning
 of the period                                       108,870         36,366
                                                  ----------     ----------
Cash and cash equivalents at the end of the
 period                                          $ 1,846,379    $   470,701
                                                  ==========     ==========


See accompanying notes to financial statements.



                                                                Page 6 of 15

<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 six months ended December 31,
2001 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 15
<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 December 31,                                             2001
                                                            ----------
Assets
Total current assets                                       $ 1,551,678
Property, plant and equipment, net of
  accumulated depreciation of $12,096,271                    4,473,859
Loan fees and deferred lease costs,
  net of accumulated amortization of $210,278                  100,134
                                                            ----------
    Total assets                                           $ 6,125,671
                                                            ==========

Liabilities and partners' capital
Total current liabilities                                  $   273,091
Long term debt                                               1,000,000
Partners' capital                                            4,852,580
                                                            ----------
    Total liabilities and partners' capital                $ 6,125,671
                                                            ==========


                                JUSTICE INVESTORS
                        CONDENSED STATEMENTS OF OPERATIONS

For the six months ended December 31,          2001            2000
                                            ----------      ----------
Revenues                                   $ 3,223,184     $ 4,748,123
Costs and expenses                            (441,224)       (399,050)
                                            ----------      ----------
Net income                                 $ 2,781,960     $ 4,349,073
                                            ==========      ==========


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

Marketable securities are stated at market value as determined by the most
recently traded price of each security at the balance sheet date.  Marketable
securities are classified as trading with net unrealized gains or losses
included in earnings.  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 $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.
                                                           Page 8 of 15
<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, 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, 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
                            ===========   ===========   ===========   ============


Six months ended              Justice      Investment
December 31, 2001            Investors    Transactions     Other          Total
                            -----------   -----------   -----------   ------------

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>
                                                                   Page 9 of 15
<PAGE>

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, 2001, these expenses were approximately $31,059 and $62,112.  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.  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.





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.


                                                               Page 10 of 15
<PAGE>


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 December 31, 2001 Compared to Three Months
Ended December 31, 2000

Net income decreased by $40,759 to $199,312 for the three months ended
December 31, 2001 from $240,071 for the three months ended December 31, 2000.
This was primarily due to the decrease in net equity income of Justice
Investors and the decrease in dividend and interest income.  These were
partially offset by the change in net gains (losses) on marketable securities
to net gains from net losses and the decrease in margin interest, trading and
management expenses.

On June 28, 2001, the Company, Santa Fe, and InterGroup entered into an
agreement with an investment advisory company, which assumed responsibility
for the performance of the investment portfolios of the Company, Santa Fe,
and InterGroup as of March 5, 2001.  On November 7, 2001, the Securities
Investment Committee of the Board of Directors elected to terminate its
agreement with the investment advisory company and the Company resumed
management of the Company's securities investments as of November 8, 2001.
Net gains (losses) on marketable securities changed to net gains of $298,197
for the three months ended December 31, 2001 from net losses of $387,851 for
the three months ended December 31, 2000.  This was due to the increase in
the market value of the Company's investment portfolio during the current
quarter.

For the three months ended December 31, 2001, the Company had net unrealized
gains of $1,277,420 and net realized losses of $979,223.  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.

The decrease in equity in net income of Justice Investors to $297,016 from
$960,207 was primarily attributable to a 60% 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 economy and the continuing impact that the terrorist attacks of
September 11, 2001 have had on tourism and the hospitality industry.

Dividend and interest income decreased to $3,315 from $61,714 as a result of
the management investing in less income yielding securities.

                                                                Page 11 of 15
<PAGE>



Margin interest, trading and management expenses decreased to $18,826 from
$62,350, which was primarily due to the maintenance of lower average daily
margin balances during the current quarter.  Margin interest changed to
income of $1,960 for the three months ended December 31, 2001 as compared to
expense of $50,937 for the three months ended December 31, 2000.


Six Months Ended December 31, 2001 Compared to Six Months
Ended December 31, 2000

The Company had net losses of $435,446 for the six months ended December 31,
2001 as compared to net income of $1,188,973 for the six months ended
December 31, 2000.  This was primarily due to the change in net gains
(losses) on marketable securities to net losses from net gains, 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.

On June 28, 2001, the Company, Santa Fe, and InterGroup entered into an
agreement with an investment advisory company, which assumed responsibility
for the performance of the investment portfolios of the Company, Santa Fe,
and InterGroup as of March 5, 2001.  On November 7, 2001, the Securities
Investment Committee of the Board of Directors elected to terminate its
agreement with the investment advisory company and the Company resumed
management of the Company's securities investments as of November 8, 2001.
Net gains (losses) on marketable securities changed to net losses of
$1,796,780 for the six months ended December 31, 2001 from net gains of
$32,037 for the six months ended December 31, 2000.  This was due to the
significant decline in the market value of the Company's investment portfolio
during that six-month period.  Like many others, the Company's investment
portfolio was significantly affected by the impact that the terrorist attacks
of September 11, 2001 have had on the national and global economies including
securities markets.

For the six months ended December 31, 2001, the Company had net unrealized
losses of $762,467 and net realized losses of $1,034,313.  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.

The decrease in equity in net income of Justice Investors to $1,385,416 from
$2,165,839 was primarily attributable to a 45% decrease in the total hotel
and garage revenue.  This was primarily due to the decrease in occupancy of
the hotel during the current period as a result of a slow down in the economy
and the impact that the terrorist attacks of September 11, 2001 have had on
tourism and the hospitality industry.  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.

Dividend and interest income decreased to $24,632 from $130,559 as a result
of the management investing in less income yielding securities.

                                                                Page 12 of 15
<PAGE>

Margin interest, trading and management expenses decreased to $75,937 from
$140,384, which was primarily due to the maintenance of lower average daily
margin balances during the current period.  Margin interest expense decreased
to $23,180 for the six months ended December 31, 2001 from $115,000 for the
six months ended December 31, 2000.  The decrease was partially offset by
payments of approximately $30,000 in investment advisory fees during the
current period.

Income taxes changed to tax benefit of $242,000 from tax expense of $795,699,
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.

Currently, Portsmouth receives a monthly distribution of $209,160 from
Justice Investors as a limited partner.  At any time, certain circumstances,
such as the slowdown in the economy and the continuing impact that the
terrorist attacks of September 11, 2001 have had on tourism and the
hospitality industry, could dictate a change in the amount distributed.  The
general partners will continue to review and analyze the operations of the
hotel to determine an appropriate monthly distribution.  If the hotel is not
able to meet budget expectations, monthly distributions could be decreased.
For the six months ended December 31, 2001, the Company received cash
distributions of $2,091,600 from Justice Investors. That amount reflects a
$1,045,800 reduction in the December 2001 special partnership year-end
distribution to $836,640, compared to the December, 2000 special distribution
of $1,882,440.

The 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 if partnership distributions are reduced.
However, if partnership distributions are reduced, the Company may reconsider
its dividend policy.

                                                                Page 13 of 15
<PAGE>


                      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



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.


                                                               Page 14 of 15
<PAGE>


                                SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                               PORTSMOUTH SQUARE, INC.
                                                     (Registrant)


Date: February 8, 2002                     by /s/ John V. Winfield
                                              ---------------------------
                                              John V. Winfield, President,
                                              Chairman of the Board and
                                              Chief Executive Officer


Date: February 8, 2002                     by /s/ Michael G. Zybala
                                              ---------------------------
                                              Michael G. Zybala,
                                              Vice President, Secretary
                                              and Treasurer


Date: February 8, 2002                     by /s/ Randy Du
                                              --------------------------
                                              Randy Du
                                              Controller
                                             (Principal Accounting Officer)


                                                               Page 15 of 15

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