SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* PRICE ROBERT E (Last) (First) (Middle) 7979 IVANHOE AVENUE SUITE 520 (Street) LA JOLLA CA 92037 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PRICESMART INC [ PSMT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) X Other (specify below) Chairman of the Board Interim CEO
	3. Date of Earliest Transaction (Month/Day/Year) 10/25/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/25/2004		G	V	654,382	D	$0	0	I	As director of the Price Family Charitable Fund(1)
Common Stock								165,577	I	As co-manager of The Price Group LLC(4)
Common Stock								619,046	I	As director of San Diego Revitalization Corp.(1)
Common Stock								179,948	I	As co-trustee of the Robert and Allison Price Trust UTD 1/20/75
Common Stock								596,067	I	As co-trustee of the Robert and Allison Price Charitable Trust(4)
Common Stock								22,566	I	As co-trustee(4)
Common Stock								212	I	As custodian for the minor children of the reporting person
Common Stock								80	D(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
8% Series A Cumulative Convertible Redeemable Pref. Stock	$37.5	10/25/2004		G	V		550	(2)	(2)	Common Stock	14,666	(5)	0	I	As director of the Price Family Charitable Fund(1)
8% Series A Cumulative Convertible Redeemable Pref. Stock	$37.5							(2)	(2)	Common Stock	14,666		550	I	As director of San Diego Revitalization Corp.(1)
8% Series B Cumulative Convertible Redeemable Pref. Stock	$20	10/25/2004		G	V		5,000	(3)	(3)	Common Stock	250,000	(5)	0	I	As director of the Price Family Charitable Fund(1)
8% Series B Cumulative Convertible Redeemable Pref. Stock	$20							(3)	(3)	Common Stock	250,000		5,000	I	As co-manager of The Price Group LLC(4)
8% Series B Cumulative Convertible Redeemable Pref. Stock	$20							(3)	(3)	Common Stock	100,000		2,000	I	As co-trustee of the Robert and Allison Price Trust UTD 1/20/75
8% Series B Cumulative Convertible Redeemable Pref. Stock	$20							(3)	(3)	Common Stock	150,000		3,000	I	As co-trustee of the Robert and Allison Price Charitable Trust(4)

Explanation of Responses:

1. The reporting person disclaims beneficial ownership of these securities.

2. The 8% Series A Cumulative Convertible Redeemable Preferred Stock automatically converts to Common Stock on January 17, 2012 and may be redeemed by PriceSmart for cash at any time on or after January 17, 2007.

3. The 8% Series B Cumulative Convertible Redeemable Preferred Stock automatically converts to Common Stock on July 9, 2013 and may be redeemed by PriceSmart for cash at any time on or after July 9, 2008.

4. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest (if any) therein.

5. Not applicable.

6. Held in the 401(k) of the reporting person.

Remarks:

On October 25, 2004, the Price Family Charitable Fund ("PFCF") donated all of the capital stock of PriceSmart Inc. ("PriceSmart") held by PFCF to a charitable organization.

	/s/ Robert E. Price	10/26/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.