SEC 1746
(11-02)

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	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
	Washington, D.C. 20549	Expires: December 31, 2005
	SCHEDULE 13D/A	Estimated average burden hours per response. . 11

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

PRICE LEGACY CORPORATION

(Name of Issuer)

Common Stock, par value $.0001 per share

(Title of Class of Securities)

74144P 106

(CUSIP Number)

Scott A. Arenare, Esq.
Managing Director and General Counsel
Warburg Pincus LLC
466 Lexington Avenue
New York, New York 10017
(212) 878-0600

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

Copies to:

Steven A. Seidman, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019-6099
(212) 728-8000

September 9, 2003

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 74144P 106

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Warburg, Pincus Equity Partners, L.P. I.R.S. #13-4161869

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[ X ]
		(b)			[ ]

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 25,485,612 (See Item 5)

			8.	Shared Voting Power 25,485,612 (See Item 5)

			9.	Sole Dispositive Power 25,485,612 (See Item 5)

			10.	Shared Dispositive Power 25,485,612 (See Item 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 25,485,612 (See Item 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]

	13.	Percent of Class Represented by Amount in Row (11) 44.4% (See Item 5)

	14.	Type of Reporting Person (See Instructions) PN

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION

CUSIP No. 74144P 106

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Warburg Pincus & Co. I.R.S. #13-6358475

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[ X ]
		(b)			[ ]

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) N/A

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]

	6.	Citizenship or Place of Organization New York

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 25,485,612 (See Item 5)

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 25,485,612 (See Item 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 25,485,612 (See Item 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]

	13.	Percent of Class Represented by Amount in Row (11) 44.4% (See Item 5)

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 74144P 106

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Warburg Pincus LLC (formerly E.M. Warburg, Pincus & Co., LLC) I.R.S. #13-3536050

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[ X ]
		(b)			[ ]

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) N/A

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]

	6.	Citizenship or Place of Organization New York

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 25,485,612 (See Item 5)

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 25,485,612 (See Item 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 25,485,612 (See Item 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]

	13.	Percent of Class Represented by Amount in Row (11) 44.4% (See Item 5)

	14.	Type of Reporting Person (See Instructions) OO

This Amendment No. 2 to Schedule 13D (this “Amendment”) is being filed on behalf of Warburg Pincus & Co., a New York general partnership (“WP”), Warburg, Pincus Equity Partners, L.P., a Delaware limited partnership (“WPEP”), and Warburg Pincus LLC, a New York limited liability company (“WP LLC” and together with WPEP and WP, the “Reporting Entities”) to amend the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on September 28, 2001 (as amended, the “Original Schedule 13D”). This Amendment relates to the common stock, par value $.0001 per share (the “Company Common Stock”), of Price Legacy Corporation (formerly Price Enterprises, Inc.), a Maryland corporation (the “Company”). The holdings of Company Common Stock of WPEP reported in this Amendment include certain shares of Company Common Stock that may be deemed to be beneficially owned by three affiliated partnerships of WPEP, Warburg, Pincus Netherlands Equity Partners I, C.V., a Netherlands limited partnership (“Netherlands I”), Warburg, Pincus Netherlands Equity Partners II, C.V., a Netherlands limited partnership (“Netherlands II”), and Warburg, Pincus Netherlands Equity Partners III, C.V., a Netherlands limited partnership (“Netherlands III” and together with WPEP, Netherlands I and Netherlands II, the “Warburg Pincus Holders”).

Unless otherwise indicated in this Amendment, each capitalized term used but not defined in this Amendment shall have the meaning assigned to such term in the Original Schedule 13D.

The Reporting Entities are making this single joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The agreement among the

Reporting Entities to file jointly is attached as Exhibit 1 to the Original Schedule 13D. Each Reporting Entity disclaims beneficial ownership of all of the shares of Company Common Stock, other than those reported in the Original Schedule 13D, as amended, as being owned by it.

Item 4.	Purpose of Transaction
The second to last paragraph of Item 4 to Schedule 13D is hereby replaced in its entirety by the following:
The Reporting Entities acquired the securities of the Company for investment purposes. On September 9, 2003, the Warburg Pincus Holders entered into a Purchase Agreement (the “Price Purchase Agreement”) with Price Group, pursuant to which on January 5, 2004 Price Group or its assignees will purchase these securities, which consist of 17,985,612 shares of the Company’s Series B Preferred Stock, 5,000,000 shares of the Company’s Common Stock, and the Warrant, from the Warburg Pincus Holders. The Price Group has informed the Warburg Pincus Holders that it does not intend to be the purchaser of the securities, but rather intends to assign the contractual right to purchase the securities to third parties in a manner that will ensure that the ownership of the securities will be in compliance with the ownership limits in the Restated Articles of Incorporation, which ownership limits are intended to assist the Company in continuing to qualify as a REIT under the Internal Revenue Code.

Item 5.	Interest in Securities of the Issuer
The information in section (a) of Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

(a) The Reporting Entities beneficially own shares of Company Common Stock by virtue of their ownership of shares of Company Common Stock directly as well as their ownership of the Series B Preferred Stock and the Warrant, which are convertible or exercisable, as applicable, into shares of Company Common Stock. On September 18, 2001, WPEP acquired 17,985,612 shares of Series B Preferred Stock and the Warrant (collectively, the “Securities”), which in the aggregate represent the beneficial ownership of 20,485,612 shares of Company Common Stock, assuming the full conversion and exercise of the Securities. On October 11, 2001, WPEP purchased 5,000,000 shares of Company Common Stock at a purchase price of $2.70 per share through an open market purchase for an aggregate purchase price of $13,500,000 (the “Additional Common Stock”). The Additional Common Stock together with the Securities (assuming the full conversion and exercise of the Securities) comprises a total of 25,485,612 shares of Company Common Stock beneficially owned by the Reporting Entities as of the date hereof. The 25,485,612 shares of Company Common Stock (assuming the full conversion and exercise of the Securities) represent approximately 44.4% of the outstanding class of Company Common Stock, based on a total of 57,449,368 shares of Company Common Stock outstanding, which is comprised of: (i) 36,963,756 shares of Company Common Stock outstanding as of August 8, 2003, as represented by the Company in the Quarterly Report on Form 10-Q (the “Current Report”) of the Company, filed with the SEC on August 13, 2003; (ii) the 17,985,612 shares of Company Common Stock issuable upon the conversion of the 17,985,612 shares of Series B Preferred Stock; and (iii) the 2,500,000 shares of Company Common Stock issuable upon the exercise of the Warrant. The Series B Preferred Stock (assuming full conversion) and the Warrant

(assuming full exercise) represent approximately 31.3% and 4.4%, respectively, of the outstanding class of Company Common Stock, as represented by the Company in the Current Report. By virtue of WP’s and WP LLC’s respective relationships with WPEP, WP and WP LLC may be deemed, under Rule 13d-3 under the Exchange Act, to beneficially own all of the shares of Company Common Stock which are beneficially owned by WPEP.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The information in Item 6 of the Original Schedule 13D is hereby amended by inserting immediately prior to the last paragraph in such Item 6 of the Original Schedule 13D the following:
The Price Purchase Agreement was entered into as of September 9, 2003 and is described herein in Item 4.

Item 7.	Material to Be Filed as Exhibits
1. Price Purchase Agreement, dated September 9, 2003, among the Warburg Pincus Holders and Price Group.

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: September 9, 2003	WARBURG, PINCUS EQUITY PARTNERS, L.P.

	By:	Warburg, Pincus & Co.,
		General Partner


	By:	/s/ Scott A. Arenare
	Name: Scott A. Arenare
	Title: Partner


Dated: September 9, 2003	WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS I, C.V.

	By:	Warburg, Pincus & Co.,
		General Partner

	By:	/s/ Scott A. Arenare
	Name: Scott A. Arenare
	Title: Partner


Dated: September 9, 2003	WARBURG, PINCUS NETHERLANDS
	EQUITY PARTNERS II, C.V.

	By:	Warburg, Pincus & Co.,
		General Partner


	By:	/s/ Scott A. Arenare
	Name: Scott A. Arenare
	Title: Partner

Dated: September 9, 2003	WARBURG, PINCUS NETHERLANDS
	EQUITY PARTNERS III, C.V.

	By:	Warburg, Pincus & Co.,
		General Partner


	By:	/s/ Scott A. Arenare
	Name: Scott A. Arenare
	Title: Partner


Dated: September 9, 2003	WARBURG PINCUS & CO.


	By:	/s/ Scott A. Arenare
	Name: Scott A. Arenare
	Title: Partner


Dated: September 9, 2003	WARBURG PINCUS LLC

	By:	/s/ Scott A. Arenare
	Name: Scott A. Arenare
	Title: Managing Director

EXHIBIT INDEX

Exhibit		Description
99.1		Price Purchase Agreement, dated September 9, 2003, among the Warburg Pincus Holders and Price Group.

Exhibit 99.1

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT, dated as of September 9, 2003, by and among The Price Group LLC (“Price”), and Warburg, Pincus Equity Partners, L.P. (“WPEP”), Warburg, Pincus Netherlands Equity Partners I, C.V., Warburg, Pincus Netherlands Equity Partners II, C.V., and Warburg, Pincus Netherlands Equity Partners III, C.V. (together with WPEP, Warburg, Pincus Netherlands Equity Partners I, C.V., and Warburg, Pincus Netherlands Equity Partners II, C.V., the “Sellers”).

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto agree as follows:

1. Subject to and in reliance upon the covenants set forth below, Price hereby agrees to purchase or to arrange for the purchase by one or more assignees from the Sellers (but in any event to be and remain responsible and liable for the payments to Sellers and for its other obligations herein as provided in Section 6 below), and the Sellers agree to sell to Price and/or such assignees, on the date of the Closing all of the Sellers’ right, title and interest in and to (i) the 17,985,612 shares of Series B Junior Convertible Redeemable Preferred Stock of the Price Legacy Corporation (the “Company”) held in the aggregate by the Sellers (the “Series B Stock”), including any dividends accrued thereby, (ii) the 5,000,000 shares of common stock of the Company (the “Common Stock”) held in the aggregate by the Sellers and (iii) the warrant for the purchase of 2,500,000 shares of Common Stock (the “Warrant”) held by WPEP ((i), (ii) and (iii), collectively, the “Warburg Pincus Holdings”) at the Closing (as defined below) for an aggregate purchase price of $138,000,000 (the “Purchase Price”). The closing of such sale and purchase shall take place at the offices of Willkie Farr & Gallagher, 787 Seventh Avenue, New York, New York 10019 on January 5, 2004 (the “Closing”).

2. The Sellers hereby make the following representations and warranties to Price:

(a) Upon consummation of the transactions contemplated hereby, Price (and/or its assignees) will acquire good and valid title to the Warburg Pincus Holdings, constituting all of the shares of Series B Stock, Common Stock and warrants for the purchase of the Common Stock of the Company held of record or beneficially by Sellers, free and clear of any liens, restrictions on transfer (other than any restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or other applicable securities laws and restrictions relating to maintaining the Company’s status as a real estate investment trust (a “REIT”) pursuant to the Internal Revenue Code), options, warrants, rights, calls, commitments, proxies or other contract rights. None of the Sellers has transferred record or beneficial ownership of any securities of the Company to any other person since September 30, 2001, nor will any of the Sellers transfer record or beneficial ownership of any securities of the Company to any other person prior to the Closing hereunder.

(b) The Sellers have all requisite power and authority to execute and deliver this Agreement and to perform their obligations hereunder and to consummate the

transactions contemplated hereby. The execution and delivery by the Sellers of this Agreement and the performance by the Sellers of their obligations hereunder have been duly and validly authorized by all requisite action on the part of each Seller. This Agreement has been duly executed and delivered by the Sellers and constitutes the legal, valid and binding obligation of each Seller, enforceable against each Seller in accordance with its terms.

3. Price hereby makes the following representations and warranties to the Sellers:

(a) Price has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Price of this Agreement and the performance by Price of its obligations hereunder have been duly and validly authorized by all requisite action on the part of Price. This Agreement has been duly executed and delivered by Price and constitutes the legal, valid and binding obligation of Price, enforceable against Price in accordance with its terms.

(b) Price has, or will have at the time of the Closing, sufficient funds (through investment partners, assignees or otherwise) to pay the Purchase Price.

(c) Price is an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act and understands that the Series B Stock and the Warrant (together, the “Restricted Securities”) have not been registered under the Securities Act, nor qualified under any state securities laws, and that they are being sold pursuant to an exemption from such registration and qualification based in part upon Price’s representations contained herein. Price has such knowledge and experience in financial and business matters that Price is capable of evaluating the merits and risks of the investment contemplated by this Agreement and is able to bear the economic risk of this investment in the Company (including a complete loss of this investment).

Price is acquiring the Restricted Securities solely for its own account for investment and not with a view to the distribution thereof (as that term is used in the Securities Act), nor with any present intention of engaging or participating in such a distribution of the Restricted Securities.

4. (a) The Sellers hereby agree that they shall vote their Series B Stock and Common Stock in favor of any proposals approved by the Company’s Board of Directors and authorized in accordance with the Company’s organizational documents.

(b) The Sellers hereby assign to Price, effective upon the Closing, all claims and causes of action against the Company that the Sellers have from September 18, 2001 to the date of this agreement that relate to the Sellers’ ownership interests in the Company.

5. (a) No later than 72 hours after the execution of this Agreement, Price shall pay to the order of the Sellers via wire transfer the amount of $5,000,000 in

immediately available funds (the “Deposit Amount”), which amount shall applied towards the payment of the Purchase Price at Closing.

(b) Price hereby agrees that, in the event that the transactions contemplated hereby have not been completed on or before January 5, 2004, the obligations of the Sellers under this Agreement will terminate and the Sellers shall retain the Deposit Amount. Price and Sellers hereby agree that such retention of the Deposit Amount is a necessary inducement for the Sellers to agree to the transactions contemplated by this Agreement.

6. Price may assign all or any part of its rights but none of its obligations hereunder to another party provided that such party agrees to provide the representations and warranties provided by Price herein, to be bound by the terms hereof and to provide such additional representations and warranties and covenants to Sellers as Sellers may reasonably request. In any event, Price shall be responsible for any breach of any representations and warranties or other breaches of this Agreement by any assignee of Price.

7. Except for the warranties, promises and obligations set forth in this Agreement, Price and each of the Sellers each hereby fully and forever releases and discharges the other and its respective legal representatives, predecessors, successors, and assigns from any and all claims, demands, covenants, actions, suits, causes of action, and liabilities of any and every nature, character and description, in law, equity or otherwise, whether known or unknown, whether suspected or unsuspected, whether contingent or noncontingent, relating to their investment in the Company or otherwise, which any of them now owns or holds against any of the others. Each of Price and each of the Sellers them hereby expressly waives any and all rights which he or she may have under the provisions of Section 1542 of the California Civil Code in respect thereof, if applicable, which section has been duly and sufficiently explained to the parties and provides:

“ Certain claims not affected by general release. A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

8. (a) This Agreement shall be governed by and construed and enforced in accordance with the laws of New York, excluding those laws that direct the application of the laws of another jurisdiction.

(b) A party that breaches any provision of this Agreement shall be liable, in addition to any other remedies available at law or in equity, for all costs and expenses, including, without limitation, reasonable attorneys’ fees in connection with the enforcement of the non-breaching party’s rights hereunder.

(c) Without limiting or waiving in any respect any rights or remedies of the Sellers under this Agreement now or hereinafter existing at law or in equity or by statute, each of the Sellers shall be entitled to seek specific performance of the obligations to be performed by Price in accordance with the provisions of this Agreement, including without limitation the completion of the transactions contemplated hereby. For the avoidance of doubt, the rights provided in this Section 8(c) shall in no way be limited or waived by the Sellers’ retention of the Deposit Amount.

9. This Agreement may be executed in original form or via facsimile in counterparts, each of which shall be deemed to be an original.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.

THE PRICE GROUP, LLC


By:	/s/ Jack McGrory

Name:		Jack McGrory


WARBURG, PINCUS EQUITY PARTNERS, L.P.

WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS I, C.V.

WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS II, C.V.

WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS III, C.V.


By:				Warburg Pincus & Co. General Partner


By:	/s/ Scott A. Arenare
Name:			Scott A. Arenare
Title:			Partner

Under the Securities Exchange Act of 1934 (Amendment No. 2)*