U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-K/A
                                  Amendment No. 2

FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.

(Mark One) /X/ Annual report pursuant to Section 13 or 15(d) of the Securities
               Exchange Act of 1934 for the fiscal year ended August 31, 2001.

           / / Transitional report pursuant to Section 13 or 15(d) of the
               Securities Exchange Act of 1934 for the transition period from
               _______ to ________.

                         COMMISSION FILE NUMBER: 0-22793

                                PRICESMART, INC.
              (Exact name of small business issuer in its charter)

            DELAWARE                                        33-0628530
(State of other jurisdiction of          (I.R.S. Employer Identification Number)
incorporation or organization)

                     4649 MORENA BLVD., SAN DIEGO, CA 92117
               (Address of principal executive offices, Zip Code)

 Registrant's telephone number, including area code:              (858) 581-4530
 Securities registered pursuant to Section 12(b) of the Act:      NONE
 Securities registered pursuant to Section 12(g) of the Act:

                         COMMON STOCK, $.0001 PAR VALUE
                                (Title of Class)

Indicate by check mark whether the issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act during the
preceding 12 months, and (2) has been subject to such filing requirements for
the past 90 days. Yes /X/ No / /

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. / /

The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of November 20, 2001 was $102,595,937, based on the last reported
sale of $33.61 per share on November 20, 2001.

As of November 20, 2001, a total of 6,262,220 shares of Common Stock were
outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company's Annual Report for fiscal year ending August 31, 2001
are incorporated by reference into Part II of this Form 10-K.

Portions of the Company's definitive Proxy Statement for the Annual Meeting of
Stockholders to be held on January 16, 2002 are incorporated by reference into
Part III of this Form 10-K.



                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

See Exhibit Index and Exhibits attached to this report




                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


Dated: January 14, 2002                          PRICESMART, INC.

                                        By:      /S/ GILBERT A. PARTIDA
                                                 ------------------------------
                                        Title    PRESIDENT AND CHIEF
                                                 -------------------
                                                 EXECUTIVE OFFICER
                                                 -----------------