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, 1999

                         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.)

Mailing Address:  P.O. Box 270828
                  San Diego, CA 92198-2828

Street Address:   11315 Rancho Bernardo Road, Suite 129
                  San Diego, CA 92127

                                  (619) 673-4722
                (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 May 10, 1999.

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


<PAGE> 2

                                     INDEX

                             PORTSMOUTH SQUARE, INC.


PART I. FINANCIAL INFORMATION                                       PAGE NO.

Item 1. Financial Statements

    Balance Sheet--March 31, 1999 (Unaudited)                           3
   
    Statements of Income and Comprehensive Income 
     (Unaudited)--Three Months ended March 31, 1999
      and 1998                                                          4

    Statements of Cash Flow (Unaudited)--Three Months
     ended March 31, 1999 and 1998                                      5

    Notes to Financial Statements--March 31, 1999                       6

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations                             8

PART II. OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders            10

Item 6. Exhibits and Reports on Form 8-K                               11

SIGNATURES                                                             11

                        
<PAGE> 3



                          PART 1 - FINANCIAL INFORMATION

Item 1 - Financial Statements

<TABLE>
<CAPTION>
                              PORTSMOUTH SQUARE, INC.

                                  BALANCE SHEET
                                   (Unaudited)
As of March 31,                                              1999        
                                                         ------------
<S>                                                      <C>
Assets
  Cash and cash equivalents                              $   176,037
  Investment in marketable securities                      2,231,907 
  Investment in Justice Investors                          1,992,151   
  Other investments                                          100,000
  Other assets                                               337,254   
                                                          ----------
Total assets                                             $ 4,837,349   
                                                          ==========


Liabilities and Shareholders' Equity

Liabilities
  Due to securities broker                               $   809,223  
  Income taxes payable                                       134,422
  Accounts payable and accrued expenses                       63,226
  Due to Santa Fe Financial Corp.                             15,963
  Obligations for securities sold                             31,512 
                                                          ---------- 
Total liabilities                                          1,054,346
                                                          ----------  
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
   Accumulated other comprehensive income,
    	net of deferred taxes                                   (60,017)        
   Retained earnings                                         835,044   
                                                          ----------   

Total shareholders' equity                                 3,783,003   
                                                          ----------  

Total liabilities and shareholders' equity               $ 4,837,349
                                                          ==========  

</TABLE>

See accompanying notes to financial statements.

<PAGE> 4
                          
                            PORTSMOUTH SQUARE, INC.

                  STATEMENTS OF INCOME AND COMPREHENSIVE INCOME 
                                 (Unaudited)
<TABLE>
<CAPTION>

For three months ended March 31,                   1999            1998
                                               -----------     -----------
<S>                                            <C>             <C>
Revenues
  Equity in net income of Justice     
    Investors                                  $  564,399      $  606,400
  Dividend and interest income                     30,707          18,778
  Net gains on marketable securities              112,651          76,540
  Other income                                     12,000           6,000
                                                ---------       ---------
                                                  719,757         707,718
                                                ---------       ---------

Cost and expenses
  General and administrative                       69,161          84,760
  Professional and outside services                63,366          50,552
  Margin interest expense                          13,883          14,287
                                                ---------       ---------
                                                  146,410         149,599
                                                ---------       ---------
             
Income before income taxes                        573,347         558,119

Income taxes                                      197,586         193,296
                                                ---------       ---------
Net income                                     $  375,761      $  364,823
                                                =========       =========

Basic earnings per share                       $     0.51      $     0.50
                                                =========       =========
Weighted average number of 
  shares outstanding                              734,183         734,183
                                                =========       =========

Comprehensive income 
  Net income                                   $  375,761       $ 364,823
    Other comprehensive income:
     Unrealized holding gain (loss)           
      on marketable securities                   (170,647)        (58,318)
    Reclassification adjustment for holding
     gain (loss) included in net earnings         112,651          76,540
    Income tax benefit (expense) related to 
     other comprehensive income                    48,756          16,662
                                                ---------       ---------
  Total comprehensive income                   $  366,521       $ 399,707
                                                =========       =========     

</TABLE>

See accompanying notes to financial statements.

<PAGE> 5

                            PORTSMOUTH SQUARE, INC.

                            STATEMENTS OF CASH FLOWS
                                 (Unaudited)
<TABLE>
<CAPTION>
                                  
For the three months ended                                1999           1998
                                                  ------------   ------------
<S>                                                <C>            <C>
Operating activities
  Net income                                       $  375,761     $   364,823
  Adjustments to reconcile net income to net
   cash used in operating activities:   
    Equity in net income of Justice Investors        (564,399)       (606,400)
    Net gains on marketable securities               (112,651)        (76,540)
    Changes in assets and liabilities:
     Income tax payable                               134,422               -
     Other assets                                     (60,001)         13,628
     Due to Santa Fe Financial Corporation             28,629          15,253
     Accounts payable and accrued expenses             (2,599)         96,436
                                                    ----------     ----------
Net cash used in operating activities                (200,838)       (192,800)
                                                    ----------     ----------

Investing activities
  Cash distributions from Justice Investors           418,320         418,320
  Purchase of marketable securities                  (701,888)     (1,791,597)
  Proceeds from sales of marketable securities        960,437       1,577,812
  Purchase of other investments                             -         (75,000)
                                                    ----------     ----------
Net cash provided by investing activities             676,869         129,535
                                                    ----------     ----------

Financing activities
  Increase (decrease) in due to securities broker    (209,556)        237,772
  Obligations for securities sold                      18,642               -
  Dividends paid                                     (183,546)       (183,546)
                                                    ----------     ----------
Net cash (used in) provided by financing
 activities                                          (374,460)         54,226
                                                    ----------     ----------
Net increase (decrease) in cash and cash            
 equivalents                                          101,571          (9,039)
Cash and cash equivalents at the beginning
 of the period                                         74,466          56,348
                                                    ----------     ----------
Cash and cash equivalents at the end of the
 period                                            $  176,037     $    47,309
                                                    ==========     ==========

</TABLE>

See accompanying notes to financial statements.

<PAGE> 6

                         

                         
                   NOTES TO FINANCIAL STATEMENTS

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

The financial statements included herein have been prepared by Portsmouth
Square, Inc. (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.

Certain reclassifications have been made to the financial statements as of 
March 31, 1999 and for the three months then ended to conform with the current 
quarter presentation.  

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 December 31, 1998.

The results of operations for the three months ended March 31, 1999 are not
necessarily indicative of results to be expected for the full fiscal year 
ending December 31, 1999.


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

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 with Evon Garage Corporation.

<PAGE> 7

Condensed financial statements for Justice Investors are as follows:

         
                     

                            JUSTICE INVESTORS
                         CONDENSED BALANCE SHEET

                                                        March 31, 1999
                                                        --------------
Assets
Total current assets                                      $  550,425
Property, plant and equipment, net of
  accumulated depreciation of $11,093,009                  5,482,674
Loan fees and deferred lease costs,
  net of accumulated amortization of $124,543                185,869
                                                           ---------
                                                          $6,218,968      
                                                           =========

Liabilities and partners' equity 
Total current liabilities                                 $   21,371       
Long-term debt                                             1,100,000
Partners' equity                                           5,097,597
Total liabilities and                                      ---------
  partners' equity                                        $6,218,968
                                                           =========

                        
                                JUSTICE INVESTORS
                        CONDENSED STATEMENTS OF OPERATIONS

       
For three months ended March 31,                 1999           1998
                                           ----------     ----------
Revenues                                   $1,358,686     $1,495,605     
Costs and expenses                            225,354        277,934      
                                            ---------      ---------    
Net income                                 $1,133,332     $1,217,671
                                            =========      =========
        



3. 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 months ended March 31, 1999, 
these expenses were approximately $58,891.  

The Company's President and Chief Executive Officer, John V. Winfield, directs 
the investment activity of the Company in public and private markets pursuant 
to authority granted by the Board of Directors.  Mr. Winfield also serves as 
Chief Executive Officer of Santa Fe and InterGroup and directs the investment 

<PAGE> 8 

activity of those companies.  Effective April 1, 1998, an employee of 
InterGroup was assigned to manage the portfolios of the Company and Santa Fe in 
consultation with Mr. Winfield.  The Company and Santa Fe reimburse InterGroup 
for an allocated portion of the compensation and benefits of such employee.  
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.  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.



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

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, including partnership distributions, 
general economic conditions of the hotel industry in the San Francisco area,
securities markets, litigation and other factors, including natural disasters
those discussed below and in the Company's Form 10-KSB for the year ended 
December 31, 1998, 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
with Evon Garage Corporation.

Three Months Ended March 31, 1999 Compared to Three Months 
Ended March 31, 1998

Comparison of operating results for the three months ended March 31, 1999 to 
the three months ended March 31, 1998, shows that net income increased 
approximately 3%, resulting from a 1.7% increase in total revenues and 2.1% 
decrease in costs and expenses.

The 1.7% increase in total revenues from $707,718 to $719,757 was primarily 
attributable to a 47% increase in net gains on marketable securities from 
$76,540 to $112,651, a 63.5% increase in dividend and interest income from 

<PAGE> 9

$18,778 to $30,707, partially offset by a 7% decline in partnership income from 
Justice Investors from $606,400 to $564,399.  The increase in dividend and 
interest income and net gains on marketable securities reflects management's 
efforts to reposition the Company's investment portfolio.  The decrease in 
partnership income was primarily attributable to a 14.6% decrease in hotel 
rental income due to the loss of meeting room and other revenues while the 
common areas of the hotel were being renovated in January and February 1999.  

Realized gains and losses on marketable securities may fluctuate significantly 
from period to period in the future and could have a meaningful effect on the 
Company's net earnings.  However, the amount of realized 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 costs and expenses from $149,599 to $146,410 primarily reflects 
savings in general and administrative expenses due to the consolidation of 
certain accounting and administrative functions of the Company and Santa Fe to 
the Los Angeles, California offices of Santa Fe's parent corporation, 
InterGroup, and by moving to a much smaller office space.
  
 
LIQUIDITY AND SOURCES OF CAPITAL

The Company's cash flows are primarily generated by its investment in the
Justice Investors limited partnership, which derives the majority of its
income from its lease with Felcor and a lease with Evon. In addition to its 
monthly limited partnership distributions from Justice Investors, the Company 
also receives monthly management fees as a general partner.  The Company also 
derives revenue from the investment of its cash and securities assets.  

As a result of increases in the amount of rental income from the hotel lease,
the general partners of Justice Investors decided that there would be a
special one-third increase in the monthly distribution to limited partners
effective with the February 1997 distribution.  As a result, Portsmouth's
monthly distribution increased to $139,440 from $109,580.  The general partners 
decided to continue monthly distributions at the higher monthly rate for 1998 
and 1999.  The increases in monthly distributions were clearly identified as 
special distributions and, at any time, unforeseen circumstances could dictate 
a change in the amount distributed.  The general partners will continue to 
conduct an annual review and analysis to determine an appropriate monthly 
distribution for the ensuing year.  At that time, the monthly distribution could
be increased or decreased.  For the three months ended March 31, 1999, the 
Company received cash distributions of $418,320 from Justice Investors.

The Company has invested in short-term, income-producing instruments and in 
equity and debt securities when deemed appropriate.  The Company's marketable 
securities are classified as available-for-sale and unrealized gains and 
losses, net of deferred taxes, are included in accumulated other comprehensive 
income.  As of March 31, 1999, the Company had a gross unrealized gains of 
$50,333 and gross unrealized losses of $150,361 on marketable securities.

At March 31, 1999, the Company's current assets were $2,845,198.  The 
Company remains liquid with a current ratio of approximately 2.7 at the
end of the first quarter of 1999.  Management believes that its capital 
resources are currently adequate to meet its short- and long-term obligations.

<PAGE> 10


YEAR 2000 ISSUES

The Company is aware of the potential implications that the year 2000 ("Y2K") 
issue could have on its business and as a result, is in the process of 
determining what, if any, steps the Company must take to cure any potential 
software or hardware problems associated with Y2K.  The Company has hired 
professional outside consultants to assist it in addressing its Y2K needs.  The 
Company's plans include upgrading existing software applications to make them 
Y2K compliant, replacing some hardware required by software upgrades, 
purchasing new computer hardware and upgrading its computer network and 
communication systems.  The Company has also contacted its suppliers of various 
services and materials regarding their readiness and plans for Y2K.  

Based on preliminary discussions with the Company's outside consultants, 
service providers and software and hardware vendors, the Company has determined
that its systems, both information technology and non-information technology, 
are not reasonably likely to be impacted by Y2K and that the costs to complete 
the Y2K compliance will not have a material effect on the Company's financial 
position or results of operations.  Management expects to be Y2K compliant by 
September 30, 1999.



PART II.     OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders

The Annual Meeting of Shareholders of the Company was held on May 4, 1999, at 
the Park Hyatt Hotel in Los Angeles, California.  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 Directors of Portsmouth to
serve until the next Annual Meeting.  The shareholders also voted to ratify
the appointment of PricewaterhouseCoopers LLP as the Company's independent
accountants for the year ending December 31, 1999.  A tabulation of the vote
follows:

Proposal (1) - Directors:         Votes For   Against   Abstained  
                                  ---------   -------   ---------   
  John V. Winfield                 576,633          -     2,043

  Jerold R. Babin                  577,633          -     1,043
 
  Josef A. Grunwald                576,630          -     2,046
 
  John C. Love                     576,630          -     2,046
 
  William J. Nance                 576,630          -     2,046


Proposal (2) Accountants:
  PricewaterhouseCoopers LLP       578,358          3       315


<PAGE> 11 


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

         (a) Exhibit 27 - the Financial Data Schedule is filed
             as an exhibit to this report.
          
         (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 11, 1999                           by  /s/ John V. Winfield
                                                 ---------------------------
                                                 John V. Winfield, President,
                                                 Chairman of the Board and
                                                 Chief Executive Officer

         

Date: May 11, 1999                            by  /s/ David Nguyen
                                                  --------------------------   
                                                  Controller
                                                 (Principal Accounting Officer)