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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1. Name and Address of Reporting Person * MCGRORY JACK   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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 7979 IVANHOE AVENUE, SUITE 520 3. Date of Earliest Transaction (Month/Day/Year) 11/23/2004 (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 11/23/2004   J(9)   61,135 A $ 10 680,181 I As director of San Diego Revitalization Corp. (1) Common Stock               6,427,503 I As co-manager of The Price Group LLC (2)

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

11/23/2004

J(9)

550

(3)

(3)

Common Stock

61,135 (10)

(9)

0

I

As director of San Diego Revitalization Corp. (1)

Common Stock Option

$ 35.63

(4)

11/07/2010

Common Stock

3,000

3,000

D

Common Stock Option

$ 32.13

(5)

01/24/2011

Common Stock

1,000

1,000

D

Common Stock Option

$ 35

(6)

01/17/2008

Common Stock

1,000

1,000

D

Common Stock Option

$ 18.29

(7)

01/22/2009

Common Stock

1,000

1,000

D

Common Stock Option

$ 6.24

(8)

01/08/2010

Common Stock

1,000

1,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MCGRORY JACK 7979 IVANHOE AVENUE SUITE 520 LA JOLLA, CA 92037	X

Signatures

/s/ Jack McGrory		11/24/2004
**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 reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest (if any) therein.
(3)	The 8% Series A Cumulative Convertible Redeemable Preferred Stock ("Series A 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.
(4)	These options vest 25% annually beginning on the first anniversary (11/07/2001) of the date of grant (11/07/2000).
(5)	These options vest 25% annually beginning on the first anniversary (01/24/2002) of the date of grant (01/24/2001).
(6)	These options vest 25% annually beginning on the first anniversary (01/17/2003) of the date of grant (01/17/2002).
(7)	These options vest 25% annually beginning on the first anniversary (01/22/2004) of the date of grant (01/22/2003).
(8)	These options vest 20% annually beginning on the first anniversary (01/08/2005) of the date of grant (01/08/2004).
(9)	On November 23, 2004, pursuant to an offer to exchange by PriceSmart (the "Series A Exchange"), San Diego Revitalization Corp. ("SDRC") exchanged all of the Series A Preferred Stock held by SDRC for Common Stock. For purposes of the Series A Exchange, the Common Stock was valued at $10 per share.
(10)	This number represents the number of shares of Common Stock received pursuant to the Series A Exchange instead of the number of shares into which the Series A Preferred Stock could have been converted pursuant to its terms.

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