Ownership Submission
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 *
MCGRORY JACK
   2. Issuer Name and Ticker or Trading Symbol
PRICE LEGACY CORP [PLRE] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(Last)
(First)
(Middle)
7979 IVANHOE AVENUE, SUITE 520		 3. Date of Earliest Transaction (Month/Day/Year)
11/08/2004
(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               2,045,152 I As a director of the Price Family Charitable Fund (1)
Common Stock               3,166,194 (4) I As a co-manager of The Price Group LLC (2)
Common Stock               122,498 I As a director of San Diego Revitalization Corp. (1)
Common Stock               2,524 I As custodian for children of the reporting person
Common Stock 11/08/2004   S   4,000 D $ 18.9 12,789 (5) D  
Common Stock 11/09/2004   S   806 D $ 18.9 11,983 (6) D  
Common Stock 11/10/2004   S   5,951 D $ 18.9 6,032 (7) D  
Common Stock 11/11/2004   S   5,000 D $ 18.9 1,032 (8) D  
Common Stock 11/12/2004   S   1,032 D $ 18.9 0 (9) D  

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
Common Stock Options $ 17.24               (3) 06/06/2010 Common Stock 1,667   1,667 D  
Common Stock Options $ 15               (3) 09/07/2011 Common Stock 1,834   1,834 D  
Common Stock Options $ 12.48               (3) 09/18/2011 Common Stock 2,500   2,500 D  
Common Stock Options $ 16.28               (3) 06/13/2012 Common Stock 1,250   1,250 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     Chairman & CEO  

Signatures

 /s/ Jack McGrory   11/16/2004
**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) Exercisable immediately.
(4) Includes securities held by TPG Sherman LLC, an entity for which The Price Group LLC serves as manager.
(5) This total reflects the number of shares of Price Legacy Common Stock directly owned by the reporting person after giving effect to all transactions on November 8, 2004. This total does not give effect to any transactions reported in this Form 4 that occurred after November 8, 2004.
(6) This total reflects the number of shares of Price Legacy Common Stock directly owned by the reporting person after giving effect to all transactions on November 8, 2004 and November 9, 2004. This total does not give effect to any transactions reported in this Form 4 that occurred after November 9, 2004.
(7) This total reflects the number of shares of Price Legacy Common Stock directly owned by the reporting person after giving effect to all transactions on November 8, 2004, November 9, 2004, and November 10, 2004. This total does not give effect to any transactions reported in this Form 4 that occurred after November 10, 2004.
(8) This total reflects the number of shares of Price Legacy Common Stock directly owned by the reporting person after giving effect to all transactions on November 8, 2004, November 9, 2004, November 10, 2004, and November 11, 2004. This total does not give effect to any transactions reported in this Form 4 that occurred after November 11, 2004.
(9) This total reflects the number of shares of Price Legacy Common Stock directly owned by the reporting person after giving effect to all transactions reported in this Form 4.
 
Remarks:
This Form 4 is being filed to report five sales that were made between November 8, 2004 and November 12, 2004 of common stock of Price Legacy

Corporation ("Price Legacy Common Stock") that was directly owned by the reporting person.  As a result of such sales, the reporting person has

ceased to own directly any Price Legacy Common Stock.

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