FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * PRICE ROBERT E   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 (Last) (First) (Middle) 7979 IVANHOE AVENUE, SUITE 520 3. Date of Earliest Transaction (Month/Day/Year) 10/25/2004 (Street) LA JOLLA, CA 92037 4. If Amendment, Date 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 (City) (State) (Zip) 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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities (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 of Derivative Security: 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)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
PRICE ROBERT E 7979 IVANHOE AVENUE SUITE 520 LA JOLLA, CA 92037	X		Chairman of the Board	Interim CEO

Signatures

/s/ Robert E. Price		10/26/2004
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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.

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