SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 1, 2005

PriceSmart, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-22793	33-0628530
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

9740 Scranton Road, San Diego CA 92121

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (858) 404-8800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On September 1, 2005, PriceSmart, Inc. (the “Company”) announced that it extended the period during which holders of its rights to purchase the Company’s common stock issued pursuant to its previously announced rights offering may subscribe for its common stock at a price of $8 per share. The expiration of the $8 subscription period is now 5:00 p.m. New York City time on January 31, 2006. The $8 subscription period was previously set to expire on December 21, 2005. The Company is extending the $8 subscription period to give its rights holders an opportunity to review the Company’s results of operations during the first quarter of fiscal year 2006 before making a decision to exercise their rights. The Company plans to report its first quarter results in mid-January 2006 and circulate a prospectus supplement containing these results prior to the expiration of the $8 subscription period.

This announcement is neither an offer to sell nor a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or foreign jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or foreign jurisdiction. A registration statement relating to these securities has been filed with and has been declared effective by the Securities and Exchange Commission.

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 hereunto duly authorized.

Date: September 7, 2005	PRICESMART, INC.
	By:	/s/ JOHN M. HEFFNER
		John M. Heffner
		Chief Financial Officer