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 September 30, 2002

                         OR

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

    For the transition period from _______ to ________


    Commission File Number 0-4057

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

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


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

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

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

   State the number of shares outstanding of each of the issuer's classes of
Common equity, as of the latest practicable date: 734,183 shares of issuer's
No Par Value Common Stock were outstanding as of November 11, 2002.

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


                                                                 Page 1 of 18
<PAGE>



                                     INDEX

                             PORTSMOUTH SQUARE, INC.


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

  Balance Sheet - September 30, 2002 (Unaudited)                        3

  Statements of Operations (Unaudited)- Three Months ended
    September 30, 2002 and September 30, 2001                           4

  Statements of Cash Flows (Unaudited)- Three Months ended
    September 30, 2002 and September 30, 2001                           5

  Notes to Financial Statements                                         6

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations                            11

Item 3. Controls and Procedures                                        15


PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K                               15

SIGNATURES                                                             16


                                                                 Page 2 of 18
<PAGE>




                         PART 1 - FINANCIAL INFORMATION

Item 1 - Financial Statements

                             PORTSMOUTH SQUARE, INC.
                                 BALANCE SHEET
                                  (Unaudited)
As of September 30,                                          2002
                                                          ----------

Assets

  Cash and cash equivalents                              $ 2,065,248
  Investment in marketable securities                      1,168,347
  Investment in Justice Investors                          1,483,525
  Other investments                                          100,000
  Deferred income tax asset                                1,449,542
  Other assets                                               106,285
                                                          ----------
Total assets                                             $ 6,372,947
                                                          ==========

Liabilities and Shareholders' Equity

Liabilities
  Obligations for securities sold                        $   253,727
  Accounts payable and other liabilities                     111,153
                                                          ----------
Total liabilities                                            364,880
                                                          ----------
Commitments and contingencies

Shareholders' equity:
  Common stock, no par value:
    Authorized shares - 750,000
    Issued and outstanding shares - 734,183                2,092,300
  Additional paid-in capital                                 915,676
  Retained earnings                                        3,000,091
                                                          ----------

Total shareholders' equity                                 6,008,067
                                                          ----------

Total liabilities and shareholders' equity               $ 6,372,947
                                                          ==========


See accompanying notes to financial statements.

                                                                 Page 3 of 18
<PAGE>


                            PORTSMOUTH SQUARE, INC.

                           STATEMENTS OF OPERATIONS
                                  (Unaudited)


For the three months ended September 30,             2002           2001
                                                  ----------     ----------
Revenues
  Equity in net income of Justice
   Investors                                      $  499,287    $ 1,088,400
  Net losses on marketable securities               (717,465)    (2,094,977)
  Dividend and interest income                        26,040         21,317
  Other income                                        15,221         13,102
                                                  ----------     ----------
                                                    (176,917)      (972,158)
                                                  ----------     ----------

Cost and expenses
  General and administrative                        (112,718)      (109,139)
  Margin interest, trading and
   management expenses                               (16,460)       (57,111)
                                                  ----------     ----------
                                                    (129,178)      (166,250)
                                                  ----------     ----------

Loss before income taxes                            (306,095)    (1,138,408)

Provision for income tax benefit                     125,009        503,650
                                                  ----------     ----------
Net loss                                         $  (181,086)   $  (634,758)
                                                  ==========     ==========

Basic loss per share                             $     (0.25)   $     (0.86)
                                                  ==========     ==========

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


See accompanying notes to financial statements.


                                                                Page 4 of 18
<PAGE>



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


For the three months ended September 30,             2002           2001
                                                  ----------     ----------
Cash flows from operating activities:
  Net loss                                       $  (181,086)   $  (634,758)
  Adjustments to reconcile net loss to net
  cash used in operating activities:
    Equity in net income of Justice Investors       (499,287)    (1,088,400)
    Net unrealized (gains)losses on
     marketable securities                          (357,361)     2,039,887
    Changes in assets and liabilities:
      Investment in marketable securities          1,627,730      2,961,356
      Deferred income taxes and other assets        (489,184)      (474,670)
      Accounts payable and other liabilities          34,360       (404,324)
      Due to securities broker                             -       (438,043)
      Obligations for securities sold                131,367       (597,758)
                                                  ----------     ----------
  Net cash provided by operating activities          266,539      1,363,290
                                                  ----------     ----------

Cash flows from investing activities:
  Cash distributions from Justice Investors          501,984        627,480
                                                  ----------     ----------
  Net cash provided by investing activities          501,984        627,480
                                                  ----------     ----------

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            584,977      1,807,224

Cash and cash equivalents at the beginning
 of the period                                     1,480,271        108,870
                                                  ----------     ----------
Cash and cash equivalents at the end of the
 period                                          $ 2,065,248    $ 1,916,094
                                                  ==========     ==========


See accompanying notes to financial statements.

                                                                 Page 5 of 18
<PAGE>


                      PORTSMOUTH SQUARE, INC.

                   NOTES TO FINANCIAL STATEMENTS

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

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

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

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



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

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

The partnership derives most of its income from a lease of its San Francisco,
California hotel property to Felcor Lodging Trust, Inc. ("Felcor") and from a
lease of the garage portion of the property to Evon.  As a general partner,
the Company 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.


                                                                Page 6 of 18
<PAGE>



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

Condensed financial statements for Justice Investors are as follows:


                            JUSTICE INVESTORS
                         CONDENSED BALANCE SHEET

As of September 30,                                            2002
                                                            ----------
Assets
Total current assets                                       $   310,006
Property, plant and equipment, net of
  accumulated depreciation of $12,355,738                    4,423,588
Loan fees and deferred lease costs,
  net of accumulated amortization of $233,560                   76,852
                                                            ----------
    Total assets                                           $ 4,810,446
                                                            ==========

Liabilities and partners' capital
Total current liabilities                                  $   760,181
Partners' capital                                            4,050,265
                                                            ----------
    Total liabilities and partners' capital                $ 4,810,446
                                                            ==========


                                JUSTICE INVESTORS
                        CONDENSED STATEMENTS OF OPERATIONS

For the three months ended September 30,       2002            2001
                                            ----------      ----------
Revenues                                   $ 1,191,473     $ 2,384,501
Costs and expenses                            (188,888)       (198,959)
                                            ----------      ----------
Net income                                 $ 1,002,585     $ 2,185,542
                                            ==========      ==========


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, where
financial benefit could inure to its shareholders through income and/or
capital gain.  The Company may also use options and futures to hedge
concentrated stock positions and index futures to hedge against market risk
and enhance the performance of the Company's portfolio while reducing the
overall portfolio's risk and volatility.
                                                                 Page 7 of 18
<PAGE>


The Company's current investment portfolio as of September 30, 2002 is
composed of following types of investment securities:

                                                        % of Total
                                    Market Value         Portfolio
                                    ------------         ---------
Fixed income:
  Corporate bonds                   $    50,438              4.3%

Corporate securities:
  Common stocks                         830,190             71.0%
  Preferred stocks                      287,000             24.6%


Options                                     719              0.1%
                                     ----------           -------

TOTAL SECURITIES ASSETS             $ 1,168,347            100.0%
                                     ==========           =======

As part of the investment strategies, the Company may assume short positions
in marketable securities.  Short sales are used by the Company to potentially
offset normal market risks undertaken in the course of its investing
activities or to provide additional return opportunities.  The Company has no
naked short positions.  As of September 30, 2002, the Company had obligations
for securities sold on equities short of $253,727.

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
$717,465 for the three months ended September 30, 2002 are net unrealized
gains of $357,361 and net realized losses of $1,074,826.



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 months ended
September 30, 2002 and the three months ended September 30, 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.

                                                                Page 8 of 18
<PAGE>



<TABLE>
<CAPTION>


Three months ended            Justice      Investment
September 30, 2002           Investors    Transactions     Other          Total
                            -----------   -----------   -----------   ------------
<S>                         <C>           <C>           <C>           <C>
Operating income (loss)     $   499,287   $  (691,425)  $         -   $   (192,138)
Operating expenses                    -       (16,460)            -        (16,460)
                            -----------   -----------   -----------   ------------
Net operating
 Income(loss)                   499,287      (707,885)            -       (208,598)

General and administrative
  expenses                            -             -      (112,718)      (112,718)
Other income                          -             -        15,221         15,221
Income tax benefit                    -             -       125,009        125,009
                            -----------   -----------   -----------   ------------
Net income (loss)           $   499,287   $  (707,885)  $    27,512  $    (181,086)
                            ===========   ===========   ===========   ============
Total Assets                $ 1,483,525   $ 1,268,347   $ 3,621,075   $  6,372,947
                            ===========   ===========   ===========   ============
</TABLE>
<TABLE>
<CAPTION>


Three months ended            Justice      Investment
September 30, 2001          Investors    Transactions     Other          Total
                            ---------    ------------   -----------   ------------
<S>                         <C>           <C>           <C>           <C>
Operating income(loss)      $ 1,088,400   $(2,073,660)  $         -   $   (985,260)
Operating expenses                    -       (57,111)            -        (57,111)
                            -----------   -----------   -----------   ------------
Net operating
 Income(loss)                 1,088,400    (2,130,771)            -     (1,042,371)

General and administrative
  expenses                            -             -      (109,139)      (109,139)
Other income                          -             -        13,102         13,102
Income tax benefit                    -             -       503,650        503,650
                            -----------   -----------   -----------   ------------
Net income (loss)           $ 1,088,400   $(2,130,771)  $   407,613   $   (634,758)
                            ===========   ===========   ===========   ============
Total Assets                $ 3,050,151   $ 3,997,785   $ 2,514,650   $  9,562,586
                            ===========   ===========   ===========   ============
</TABLE>


                                                               Page 9 of 18
<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 months ended September 30,
2002, these expenses were approximately $21,664.  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.


                                                                Page 10 of 18
<PAGE>


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

FORWARD-LOOKING STATEMENTS AND PROJECTIONS

The Company may from time to time make forward-looking statements and
projections concerning future expectations.  When used in this discussion,
the words "estimate," "project," "anticipate" and similar expressions, are
intended to identify forward-looking statements.  Such statements are subject
to certain risks and uncertainties, such as the impact of terrorism and war
on the national and international economies, including tourism and securities
markets, general economic conditions and increased competition in the hotel
industry in the San Francisco area, partnership distributions, securities
markets, litigation and other factors, including natural disasters, and those
discussed below and in the Company's Form 10-KSB for the year ended June 30,
2002, that could cause actual results to differ materially from those
projected.  Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as to the date hereof.  The
Company undertakes no obligation to publicly release the results of any
revisions to those forward-looking statements, which may be made to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.


RESULTS OF OPERATIONS

The Company's principal sources of revenue continue to be derived from its
49.8% interest in the Justice Investors limited partnership and income
received from the investment of its cash and securities assets.  The
partnership derives most of its income from a lease of its hotel property to
Felcor and from a lease of the garage portion of the property to Evon.  The
Company also derives revenue from management fees for actively managing the
hotel.


Three Months Ended September 30, 2002 Compared to Three Months
Ended September 30, 2001

The Company had a decrease in net losses to $181,086 for the three months
ended September 30, 2002 from net losses of $634,758 for the three months
ended September 30, 2001.  This was primarily due to the decrease in net
losses on marketable securities, the decrease in expenses, partially offset
by the decrease in equity income of Justice Investors.

Net losses on marketable securities decreased to $717,465 for the three
months ended September 30, 2002 from losses of $2,094,977 for the three
months ended September 30, 2001. For the three months ended September 30,
2002, the Company had net unrealized gains of $357,361 and net realized
losses of $1,074,826.  Gains and losses on marketable securities may
fluctuate significantly from period to period in the future and could have a
significant impact on the Company's net income.  However, the amount of gain
or loss on marketable securities for any given period may have no predictive
value and variations in amount from period to period may have no analytical
value. For a more detailed description of the composition of the Company's
marketable securities please see the section below.

                                                                Page 11 of 18
<PAGE>

The decrease in equity in net income of Justice Investors to $499,287 from
$1,088,400 is attributable to a $600,000 arbitration settlement payment from
the hotel lessee in the first quarter of fiscal 2001, of which approximately
$300,000 impacted equity in net income of Justice Investors.  In addition,
the terrorist attacks of September 11, 2001 had a dramatic impact on tourism
and the hospitality industry.  Those events, coupled with the weak economy
and increased competition in the hotel industry in San Francisco, have
resulted in a decline in hotel revenues.  Average daily room rates declined
29% to $94 from $133 in the prior year's quarter, while average occupancy
increased 5% to 81% from 77% in the prior year's quarter.  The small increase
in occupancy rate compared to the prior year period was attributable to a
significant decline in occupancy from September 11, 2001 to the end of that
quarter.

Dividend and interest income increased to $26,040 from $21,317 as a result of
increased investment dividend yielding securities. Margin interest, trading
and management expenses decreased to $16,460 from $57,111, which was due to
lower management expenses and the maintenance of lower average daily margin
balances during the current quarter.  Management expenses decreased as a
result of the termination of the third party managers in November 2001.
Margin interest expense decreased to $10,272 for the three months ended
September 30, 2002 from $25,140 for the three months ended September 30,
2001.

Income taxes decreased to a tax benefit of $125,009 from tax benefit of
$503,650, due to the lower net loss produced in the current quarter.


MARKETABLE SECURITIES

The Company invests from time to time in corporate debt and equity
securities, mortgage backed securities, securities issued by REIT's and other
companies, which invest primarily in real estate.  The following table sets
forth the composition of the Company's investment securities portfolio as of
September 30, 2002:

                                                        % of Total
                                    Market Value         Portfolio
                                    ------------         ---------
Fixed income:
  Corporate bonds                   $    50,438              4.3%

Corporate securities:
  Common stocks                         830,190             71.0%
  Preferred stocks                      287,000             24.6%


Options                                     719              0.1%
                                     ----------           -------

TOTAL SECURITIES ASSETS             $ 1,168,347            100.0%
                                     ==========           =======

                                                                Page 12 of 18
<PAGE>

The following table shows the composition of the Company's investment
securities portfolio by selected industry groups as of September 30, 2002.


                                                             % of Total
                                                              Investment
   Industry Group                      Market Value           Securities
   --------------                      ------------           ----------
   Metal and auto manufacturers            184,774               15.8%
   Telecommunication                       462,200               39.6%
   Energy                                   77,480                6.6%
   Retail/Wholesale                         52,650                4.5%
   Computer/Technologies                    20,448                1.8%
   Electric and Other Services             370,795               31.7%
                                        ----------              ------
                                       $ 1,168,347              100.0%
                                        ==========              ======

The Company's investment portfolio is diversified with 20 different equity
positions.  Only five individual equity securities comprise more than 5% of
the equity value of the portfolio, with the largest being 25% The amount of
the Company's investment in any particular issuer may increase or decrease,
and additions or deletions to its securities portfolio may occur, at any
time.  While it is the internal policy of the Company to limit its initial
investment in any single equity to less than 5% of its total portfolio value,
that investment could eventually exceed 5% as a result of equity appreciation
or reduction of other positions.  Marketable securities are stated at market
value as determined by the most recently traded price of each security at the
balance sheet date.


LIQUIDITY AND SOURCES OF CAPITAL

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

As a result of the significant decline in partnership revenues due to the
slowdown in the San Francisco area economy, increased competition and the
continuing impact that the terrorist attacks of September 11, 2001 have had
on tourism and the hospitality industry, Justice Investors cut the monthly
distribution to its limited partners by 20%, effective with the May 2002
distribution.  As a result, Portsmouth's monthly distributions were reduced
by $41,832 to $167,328.  The limited partners have also been advised that it
is unlikely that there will be any year-end special distribution in December
2002 if hotel occupancy and room rates do not improve, and further cuts in


                                                               Page 13 of 18
<PAGE>


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 and appropriate monthly distribution.  For the quarter ended
September 30, 2002 the Company received cash distributions of $501,984 from
the Justice Investors.

The Company has invested in short-term, income-producing instruments and in
equity and debt securities when deemed appropriate.  The Company's marketable
securities are classified as trading with unrealized gains and losses
recorded through the statement of income.

In July 2002, Justice Investors entered into a lease with Tru Spa, LLC of
approximately 4,000 square feet of space on the lobby level of the hotel for
the construction and operation of a health and beauty spa.  The term of the
lease is for ten years commencing on May 1, 2003 or as soon as all of the
improvements are completed, with a five year option to extend the term.  The
lease provides for minimum monthly rent of $6,767, additional rent of $2,072
(up to a total of $250,000 to help defray certain relocation construction
costs) and other tenant fees.  Justice will be responsible for up to $700,000
in leasehold improvements, which will be paid using the partnership's line of
credit.  It is expected that the spa lease will be essentially revenue
neutral to the partnership, but should help the hotel to be more competitive
in a difficult marketplace by providing greater amenities to its guests.

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

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

IMPACT OF INFLATION

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

                                                              Page 14 of 18
<PAGE>


CRITICAL ACCOUNTING POLICIES

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

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


Item 3. Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

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

(b) Changes in internal controls.

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


                      PART II.    OTHER INFORMATION


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

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

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

                                                                Page 15 of 18
<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: November 13, 2002                    by /s/ John V. Winfield
                                              ---------------------------
                                              John V. Winfield, President,
                                              Chairman of the Board and
                                              Chief Executive Officer


Date: November 13, 2002                    by /s/ Michael G. Zybala
                                              ---------------------------
                                              Michael G. Zybala,
                                              Vice President, Treasurer
                                              and Secretary


Date: November 13, 2002                    by /s/ Arnold Acebes
                                              --------------------------
                                              Arnold Acebes
                                              Controller
                                             (Principal Accounting Officer)


                                  CERTIFICATIONS


I, John V. Winfield, certify that:

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

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

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

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

                                                                Page 16 of 18
<PAGE>

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

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

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

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

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

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

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


Date:  November 13, 2002                       /s/ John V. Winfield
                                                   ----------------------
                                                   John V. Winfield
                                                   President and Chief
                                                   Executive Officer
_____________________________________________________________________________


I, Michael G. Zybala, certify that:

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

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

                                                                Page 17 of 18
<PAGE>

statements were made, not misleading with respect to the period covered by
this quarterly report;

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

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

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

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

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

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

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

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

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


Date:  November 13, 2002                        /s/ Michael G. Zybala
                                                   ----------------------
                                                    Michael G. Zybala
                                                    Vice President, Secretary
                                                    and Treasurer (serving as
                                                    Chief Financial Officer)