SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                  SCHEDULE 13D
                                 (Rule 13d-101)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
                  TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
                            PURSUANT TO RULE 13d-2(a)

                             (Amendment No. ___) (1)


                                PRICESMART, INC.
  ----------------------------------------------------------------------------
                                (Name of Issuer)

                    COMMON STOCK, PAR VALUE $0.0001 PER SHARE
  ----------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    741511109
  ----------------------------------------------------------------------------
                                 (CUSIP Number)

                                 JAMES F. CAHILL
                         SAN DIEGO REVITALIZATION CORP.
                         7979 IVANHOE AVENUE, SUITE 520
                           LA JOLLA, CALIFORNIA 92037
                            TELEPHONE (858) 551-2303
  ----------------------------------------------------------------------------
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                 APRIL 25, 2003
  ----------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [_]

Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.

                         (Continued on following pages)

                              (Page 1 of 11 pages)

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         (1)    The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.

         The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).



CUSIP NO. 741511109                SCHEDULE 13D               PAGE 2 OF 11 PAGES

--------------------------------------------------------------------------------
         NAME OF REPORTING PERSONS
1        I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

         San Diego Revitalization Corp.
         33-0898712
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         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2                                                                   (a) [_]
                                                                    (b) [X]
--------------------------------------------------------------------------------
         SEC USE ONLY
3
--------------------------------------------------------------------------------
         SOURCE OF FUNDS
4
         WC
--------------------------------------------------------------------------------
         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5        PURSUANT TO ITEMS 2(d) or 2(e)                                 [_]

--------------------------------------------------------------------------------
         CITIZENSHIP OR PLACE OF ORGANIZATION
6
         California
--------------------------------------------------------------------------------
                                            SOLE VOTING POWER
          NUMBER OF                 7
                                            633,712 (see Item 5)
           SHARES                   --------------------------------------------
                                            SHARED VOTING POWER
        BENEFICIALLY                8

          OWNED BY                  --------------------------------------------
                                            SOLE DISPOSITIVE POWER
       EACH REPORTING               9
                                            633,712 (see Item 5)
           PERSON                   --------------------------------------------
                                            SHARED DISPOSITIVE POWER
            WITH                    10

--------------------------------------------------------------------------------
         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
         633,712 (see Item 5)
--------------------------------------------------------------------------------
         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
         [_]
--------------------------------------------------------------------------------
         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
         9.2% (see Item 5)
--------------------------------------------------------------------------------
         TYPE OF REPORTING PERSON*
14
         OO - Nonprofit Corporation
--------------------------------------------------------------------------------



CUSIP NO. 741511109                SCHEDULE 13D               PAGE 3 OF 11 PAGES

           This statement on Schedule 13D is filed by San Diego Revitalization
Corp., a California nonprofit corporation, and relates to the common stock, par
value $0.0001 of PriceSmart, Inc., a Delaware corporation.


ITEM 1.  SECURITY AND ISSUER.

     This statement on Schedule 13D relates to the common stock, par value
     $0.0001 of PriceSmart, Inc. ("Common Stock"), a Delaware corporation
     ("PriceSmart").

     The address of the principal executive offices of PriceSmart is 4649 Morena
     Boulevard, San Diego, California 92117.


ITEM 2.  IDENTITY AND BACKGROUND.

         (a), (f)  This statement on Schedule 13D is filed by San Diego
                   Revitalization Corp., a California nonprofit corporation
                   ("SDRC").

                   The directors and executive officers of SDRC (collectively,
                   the "SDRC Directors and Officers"), each of whom is a
                   citizen of the United States, are as follows:

                       Sol Price          Director, Chairman of the Board, and
                                          President
                       Robert E. Price    Director and Executive Vice President
                       James F. Cahill    Director and Executive Vice President
                       Jack McGrory       Director and Executive Vice President
                       Allison Price      Director
                       Murray Galinson    Director
                       William Gorham     Director
                       Kathy Hillan       Treasurer
                       Joseph R. Satz     Secretary

                   Each of the SDRC Directors and Officers disclaims membership
                   in a group with SDRC, and SDRC disclaims membership in a
                   group with any of the SDRC Directors and Officers.

         (b)       The principal executive office of SDRC and the principal
                   business address of each of the SDRC Directors and Officers
                   is 7979 Ivanhoe Avenue, Suite 520, La Jolla, California
                   92037.

         (c)       The principal business of SDRC is to purchase, develop, and
                   rehabilitate real estate in the community of City Heights,
                   San Diego, California, in furtherance of its goals of, among
                   other things, combating community deterioration, providing
                   low income and decent affordable housing, and reducing crime
                   through housing improvements, in the City Heights
                   neighborhood.

                   The principal occupation of each of Mr. S. Price and Mr. R.
                   Price is self-employed investor and manager of The Price
                   Group LLC, a California limited liability company ("Price
                   Group"). The principal occupation of each of Mr. Cahill, Mr.
                   McGrory, Mr. Galinson, Mr. Satz, and Ms. Hillan is manager of
                   Price Group. The principal occupation of Mr. Gorham is
                   self-employed investor. Ms. A. Price is not presently
                   employed.

         (d)-(e)   During the last five years, neither SDRC nor any of the SDRC
                   Directors and Officers has been convicted in a criminal
                   proceeding (excluding traffic violations or similar
                   misdemeanors) or been a party to a civil proceeding of a
                   judicial or administrative body of competent jurisdiction as
                   a result of which any such person was or is subject to a
                   judgment, decree or final order enjoining



CUSIP NO. 741511109                SCHEDULE 13D               PAGE 4 OF 11 PAGES

                   future violations of, or prohibiting or mandating activities
                   subject to, federal or state securities laws or finding any
                   violation of such laws.


ITEM 3.  SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION

     On April 25, 2003, SDRC purchased from the Price Family Charitable Trust
     ("PFCT") 619,046 shares of Common Stock at the purchase price of $16.12 per
     share. In satisfaction of the purchase price for such purchase, SDRC (i)
     paid $950,000 in cash to PFCT and (ii) executed a promissory note, in favor
     of PFCT, with a principal amount of $9,029,021.52 (the "Promissory Note").

     In addition, on April 25, 2003, SDRC purchased from PFCT 550 shares of the
     8% Series A Cumulative Convertible Redeemable Preferred Stock of PriceSmart
     ("Series A Preferred Stock") at a purchase price of $1,000 per share. In
     satisfaction of the purchase price for such purchase, SDRC paid $550,000 in
     cash to PFCT.

     Interest accrues on the Promissory Note at 4% per annum. Pursuant to a
     Pledge and Security Agreement, dated April 24, 2003 (the "Pledge and
     Security Agreement"), SDRC has granted to PFCT a security interest in both
     the 619,046 shares of Common Stock and the 550 shares of Series A Preferred
     Stock purchased by SDRC, in each case, to secure SDRC's obligations under
     the Promissory Note. In the event of a default by SDRC with respect to the
     Promissory Note, PFCT may exercise its remedies as a secured party with
     respect to the pledged shares. The foregoing description of the Promissory
     Note and the Pledge and Security Agreement is qualified in its entirety by
     reference to such documents, which are filed as Exhibit 1 and Exhibit 2,
     respectively, to this Schedule 13D. Both such documents are incorporated
     herein in their entirety by reference in response to this Item 3.

     The Series A Preferred Stock is (i) convertible at the option of the holder
     at any time, or automatically on January 17, 2012, into shares of Common
     Stock at a conversion price of $37.50 per share, subject to customary
     antidilution adjustments, (ii) accrues a cumulative preferential dividend
     at an annual rate of 8%, payable quarterly in cash, and (iii) may be
     redeemed by PriceSmart at any time on or after January 17, 2007. PriceSmart
     is required to register with the Securities and Exchange Commission the
     shares of Common Stock issuable upon conversion of the Series A Preferred
     Stock. Accordingly, the 550 shares of Series A Preferred Stock purchased by
     SDRC are currently convertible into approximately 14,666 shares of Common
     Stock.

     The foregoing description of the terms of the Series A Preferred Stock is
     qualified in its entirety by reference to the Certificate of Designations,
     Preferences and Relative, Participating, Optional and Other Special Rights
     of 8% Series A Cumulative Convertible Redeemable Preferred Stock and
     Qualifications, Limitations and Restrictions Thereof, dated January 15,
     2002, which is incorporated herein in its entirety by reference in response
     to this Item 3 and as Exhibit 3 to this Schedule 13D.

     All cash paid by SDRC to PFCT in connection with the foregoing purchases
     were funded by working capital of SDRC.


ITEM 4.  PURPOSE OF TRANSACTION.

     The information set forth above in Item 3 is incorporated herein by
     reference. All shares of Common Stock and Series A Preferred Stock held by
     SDRC are held for investment purposes only.

     While SDRC does not have any present plans to purchase additional shares of
     Common Stock or other securities of the Company, or to sell any of the
     shares



CUSIP NO. 741511109                SCHEDULE 13D               PAGE 5 OF 11 PAGES

     of Common Stock or other securities of the Company held by it, it may
     determine to make such purchases or sales, from time to time, in the open
     market or otherwise, depending upon price, market conditions, availability
     of or need for funds, evaluation of alternative investments, and other
     factors.

     Other than as set forth in this Schedule 13D, SDRC does not have any plans
     or proposals which relate to or would result in (a) the acquisition by any
     person of additional securities of PriceSmart or the disposition of
     securities of PriceSmart; (b) an extraordinary corporate transaction
     involving PriceSmart or any of its subsidiaries; (c) a sale or transfer of
     a material amount of assets of PriceSmart or any of its subsidiaries; (d)
     any change in the present board of directors or management of PriceSmart;
     (e) any material change in the present capitalization or dividend policy of
     PriceSmart; (f) any other material change in PriceSmart's business or
     corporate structure; (g) changes in PriceSmart's charter, bylaws, or
     instruments corresponding thereto or other actions which may impede the
     acquisition of control of PriceSmart by any person; (h) causing a class of
     securities of PriceSmart to be delisted from a national securities exchange
     or to cease to be authorized to be quoted in an inter-dealer quotation
     system of a registered national securities association; (i) a class of
     equity securities of PriceSmart becoming eligible for termination of
     registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
     1934, as amended; or (j) any other similar action.


ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.

     (a)-(b)        SDRC presently beneficially owns 633,712 shares of Common
                    Stock, representing approximately 9.2% of the issued and
                    outstanding Common Stock.(2) These 633,712 shares include
                    14,666 shares of Common Stock issuable upon conversion of
                    the 550 shares of Series A Preferred Stock beneficially
                    owned by SDRC. Of these 633,712 shares, SDRC has sole voting
                    and dispositive power over all 633,712 shares and shared
                    voting and dispositive power over none.

                    SDRC Directors and Officers may be deemed to beneficially
                    own, in the aggregate, 2,466,865 shares of Common Stock,
                    representing approximately 35.9% of the issued and
                    outstanding Common Stock.(3) These 2,466,865 shares include
                    (i) 43,998 shares of Common Stock issuable upon conversion
                    of the 1,650 shares of Series A Preferred Stock that may be
                    deemed to be beneficially owned by one or more of the SDRC
                    Directors and Officers and (ii) 8,100 shares of Common Stock
                    issuable upon the exercise of options that may be deemed to
                    be beneficially owned by one or more of the SDRC Directors
                    and Officers.

                    The beneficial ownership of shares of Common Stock by each
                    of the SDRC Directors and Officers is as follows:(4)

------------------------------------
         (2)    Calculation of percentage ownership of Common Stock is based on
approximately 6,871,913 shares estimated to be issued and outstanding as of
March 31, 2003, as reported in the Quarterly Report on Form 10-Q filed by
PriceSmart with the Securities and Exchange Commission (the "SEC") on April 14,
2003.

         (3)    These 2,466,865 shares include the 633,712 shares of Common
Stock beneficially owned by SDRC. Shares that may be deemed to be beneficially
owned by more than one of the SDRC Directors and Officers were not
double-counted in arriving at the 2,466,865 figure.

         (4)    Shares of Common Stock disclosed for each of the SDRC Directors
and Officers include shares that may be deemed to be beneficially owned by more
than one person. Specifically, the shares disclosed for each of Mr. S. Price,
Mr. R. Price, Mr. Cahill, Mr. McGrory, Mr. Galinson, Mr. Gorham, Mr. Satz, and
Ms. Hillan all include the 633,712 shares of Common Stock beneficially owned by
SDRC and 929,048 shares of Common Stock beneficially owned by the Price Family
Charitable Fund, a private foundation



CUSIP NO. 741511109                SCHEDULE 13D               PAGE 6 OF 11 PAGES


                    Mr. S. Price may be deemed to beneficially own 1,781,597
                    shares of Common Stock, representing approximately 25.9% of
                    the issued and outstanding Common Stock. These 1,781,597
                    shares include 43,998 shares of Common Stock issuable upon
                    conversion of the 1,650 shares of Series A Preferred Stock
                    that Mr. S. Price may be deemed to beneficially own. Of
                    these 1,781,597 shares, Mr. S. Price may be deemed to have
                    sole voting and dispositive power over 53,260 shares and
                    shared voting and dispositive power over 1,728,337 shares.

                    Mr. R. Price may be deemed to beneficially own 2,347,262
                    shares, representing approximately 34.2% of the issued and
                    outstanding Common Stock. These 2,347,262 shares include
                    29,332 shares of Common Stock issuable upon conversion of
                    the 1,100 shares of Series A Preferred Stock that Mr. R.
                    Price may be deemed to beneficially own. Of these 2,347,262
                    shares, Mr. R. Price may be deemed to have sole voting and
                    dispositive power over 212 shares and shared voting and
                    dispositive power over 2,347,050 shares. Ms. A Price is the
                    wife of Mr. R. Price. To the extent that she may be deemed
                    to beneficially own any shares, those shares are included in
                    the shares reported that may be deemed to be beneficially
                    owned by Mr. R. Price.

                    Mr. Cahill may be deemed to beneficially own 1,785,280
                    shares, representing approximately 26.0% of the issued and
                    outstanding Common Stock. These 1,785,280 shares include (i)
                    29,332 shares of Common Stock issuable upon conversion of
                    the 1,100 shares of Series A Preferred Stock that Mr. Cahill
                    may be deemed to beneficially own and (ii) 3,700 shares of
                    Common Stock issuable upon exercise of options that Mr.
                    Cahill may be deemed to beneficially own. Of these 1,785,280
                    shares, Mr. Cahill may be deemed to have sole voting and
                    dispositive power over 7,575 shares and shared voting and
                    dispositive power over 1,777,705 shares.

                    Mr. McGrory may be deemed to beneficially own 1,730,537
                    shares, representing approximately 25.2% of the issued and
                    outstanding Common Stock. These 1,730,537 shares include (i)
                    29,332 shares of Common Stock issuable upon conversion of
                    the 1,100 shares of Series A Preferred Stock that Mr.
                    McGrory may be deemed to beneficially own and (ii) 2,200
                    shares of Common Stock issuable upon exercise of options
                    that Mr. McGrory may be deemed to beneficially own. Of these
                    1,730,537 shares, Mr. McGrory may be deemed to have sole
                    voting and dispositive power over 2,200 shares and shared
                    voting and dispositive power over 1,728,337 shares.

                    Mr. Galinson may be deemed to beneficially own 1,735,537
                    shares, representing approximately 25.3% of the issued and
                    outstanding Common Stock. These 1,735,537 shares include (i)
                    29,332 shares of Common Stock issuable upon conversion of
                    the 1,100 shares of Series A Preferred Stock that Mr.
                    Galinson may be deemed to beneficially own and (ii) 2,200
                    shares of Common Stock issuable upon exercise of options
                    that Mr. Galinson
--------------------------------------------------------------------------------
("PFCF"), an entity for which each of them serves as a director and/or officer.
The shares disclosed for each of Mr. S. Price, Mr. R. Price, Mr. Cahill, Mr.
McGrory, Mr. Galinson, Mr. Satz, and Ms. Hillan also all include 165,577 shares
of Common Stock beneficially owned by Price Group.

         Disclosure of shares with respect to any of the SDRC Directors and
Officers should not be construed as any admission of beneficial ownership of
such shares.



CUSIP NO. 741511109                SCHEDULE 13D               PAGE 7 OF 11 PAGES

                    may be deemed to beneficially own. Of these 1,735,537
                    shares, Mr. Galinson may be deemed to have sole voting and
                    dispositive power over 2,200 shares and shared voting and
                    dispositive power over 1,733,337 shares.

                    Mr. Gorham may be deemed to beneficially own 1,562,760
                    shares, representing approximately 22.7% of the issued and
                    outstanding Common Stock. These 1,562,760 shares include
                    29,332 shares of Common Stock issuable upon conversion of
                    the 1,100 shares of Series A Preferred Stock that Mr. Gorham
                    may be deemed to beneficially own. Of these 1,562,760
                    shares, Mr. Gorham may be deemed to have sole voting and
                    dispositive power over no shares and shared voting and
                    dispositive power over all 1,562,760 shares.

                    Mr. Satz may be deemed to beneficially own 1,728,337 shares,
                    representing approximately 25.2% of the issued and
                    outstanding Common Stock. These 1,728,337 shares include
                    29,332 shares of Common Stock issuable upon conversion of
                    the 1,100 shares of Series A Preferred Stock that Mr. Satz
                    may be deemed to beneficially own. Of these 1,728,337
                    shares, Mr. Satz may be deemed to have sole voting and
                    dispositive power over no shares and shared voting and
                    dispositive power over all 1,728,337 shares.

                    Ms. Hillan may be deemed to beneficially own 1,728,337
                    shares, representing approximately 25.2% of the issued and
                    outstanding Common Stock. These 1,728,337 shares include
                    29,332 shares of Common Stock issuable upon conversion of
                    the 1,100 shares of Series A Preferred Stock that Ms. Hillan
                    may be deemed to beneficially own. Of these 1,728,337
                    shares, Ms. Hillan may be deemed to have sole voting and
                    dispositive power over no shares and shared voting and
                    dispositive power over all 1,728,337 shares.

          The information set forth above in Item 2 is incorporated herein by
          reference. Except as set forth below, to the extent that any of the
          SDRC Directors and Officers shares the power to vote or dispose of any
          of the shares disclosed above, such power is shared only with one or
          more of the SDRC Directors and Officers. The exceptions are as
          follows:

                    Helen Price, the wife of Mr. S. Price, is a director of
                    PFCF. Accordingly, to the extent that any of the SDRC
                    Directors and Officers may be deemed to beneficially own any
                    shares held by PFCF, such person shares the power to vote or
                    dispose of such shares not only with each of the other SDRC
                    Directors and Officers but also with Ms. H. Price. Ms. H.
                    Price is not presently employed. To the extent that Ms. H.
                    Price may be deemed to beneficially own any shares, those
                    shares are included in the shares reported as may be deemed
                    to be beneficially owned by Mr. S. Price.

                    Mr. Cahill shares voting and dispositive power over 5,210
                    shares with Ben Price, 3,910 shares with Jonas Price, and
                    40,248 shares with each of Elliot Feuerstein and Ed Spring.
                    Mr. B. Price and Mr. J. Price are each self-employed. Mr.
                    Feuerstein is a property manager. Mr. Spring is an attorney.

                    Mr. Galinson shares voting and dispositive power over 5,000
                    shares with his wife, Elaine Galinson. Ms. Galinson is not
                    presently employed.



CUSIP NO. 741511109                SCHEDULE 13D               PAGE 8 OF 11 PAGES

                    The principal business address of each of Ms. H. Price, Mr.
                    B. Price, Mr. J. Price and Ms. Galinson is 7979 Ivanhoe
                    Avenue, Suite 520, La Jolla, California 92037. The principal
                    business address of Mr. Feuerstein is 8294 Mira Mesa
                    Boulevard, San Diego, California 92126. The principal
                    business address of Mr. Spring is 10900 N.E. 4th Street,
                    Suite 850, Bellevue, Washington 98004.

                    None of Ms. H. Price, Mr. B. Price, Mr. J. Price, Mr.
                    Feuerstein, Mr. Spring and Ms. Galinson has been convicted
                    in a criminal proceeding (excluding traffic violations or
                    similar misdemeanors) or been a party to a civil proceeding
                    of a judicial or administrative body of competent
                    jurisdiction as a result of which any such person was or is
                    subject to a judgment, decree or final order enjoining
                    future violations of, or prohibiting or mandating activities
                    subject to, federal or state securities laws or finding any
                    violation of such laws.

                    Each of Ms. H. Price, Mr. B. Price, Mr. J. Price, Mr.
                    Feuerstein, Mr. Spring and Ms. Galinson is a citizen of the
                    United States.

     (c)         The information set forth above in Item 3 is incorporated
                 herein by reference.

     (d)         Not applicable.

     (e)         Not applicable.


ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
         TO SECURITIES OF THE ISSUER.

     The information set forth above in Item 3 is incorporated herein by
     reference.

     In addition, Grupo Gigante, S.A. de C.V., a corporation organized under the
     laws of the United Mexican States ("Gigante"), entered into a Right of
     First Refusal Agreement dated as of January 15, 2002 (the "Right of First
     Refusal Agreement") with Mr. R. Price, Mr. S. Price, PFCF, Price Group, the
     Robert and Allison Price Trust, the Robert & Allison Price Charitable
     Remainder Trust, PFCT, and the Sol and Helen Price Trust (each a "Price
     Entity," and collectively, the "Price Entities"). The right of first
     refusal granted thereunder has since terminated. However, under the Right
     of First Refusal Agreement, the Price Entities agreed to vote their Common
     Stock in favor of the election of Gigante's designee to the PriceSmart
     board of directors until January 22, 2004 or until PriceSmart is no longer
     required to nominate such designee pursuant to the Series A Preferred Stock
     and Warrant Purchase Agreement entered into on January 15, 2002 between
     PriceSmart and Gigante, whichever occurs first. The foregoing summary of
     the Right of First Refusal Agreement is qualified in its entirety by
     reference to the Right of First Refusal Agreement, which is hereby
     incorporated herein in its entirety in response to this Item 6 and as
     Exhibit 4 to this Schedule 13D.


ITEM 7.  EXHIBITS.

     Exhibit 1   Non-Recourse Promissory Note, dated April 24, 2003, made by San
                 Diego Revitalization Corporation in favor of Price Family
                 Charitable Trust.

     Exhibit 2   Pledge and Security Agreement, dated April 24, 2003, by and
                 between San Diego Revitalization Corporation and Price Family
                 Charitable Trust.

     Exhibit 3   Certificate of Designations, Preferences and Relative,
                 Participating, Optional and Other Special Rights of 8% Series A
                 Cumulative Convertible Redeemable Preferred Stock and



CUSIP NO. 741511109                SCHEDULE 13D               PAGE 9 OF 11 PAGES

                  Qualifications, Limitations and Restrictions Thereof, dated
                  January 15, 2002 (incorporated herein by reference to
                  PriceSmart's Current Report on Form 8-K filed with the
                  Securities and Exchange Commission on January 24, 2002).

     Exhibit 4    Right of First Refusal Agreement by and among Grupo Gigante,
                  S.A. de C.V. and Robert E. Price, Sol Price, The Price
                  Family Charitable Fund, The Price Group LLC, the Robert and
                  Allison Price Trust, the Robert & Allison Price Charitable
                  Remainder Trust, the Price Family Charitable Trust and the Sol
                  and Helen Price Trust dated as of January 15, 2002
                  (incorporated herein by reference to PriceSmart's Current
                  Report on Form 8-K filed with the Securities and Exchange
                  Commission on January 24, 2002).




CUSIP NO. 741511109                SCHEDULE 13D              PAGE 10 OF 11 PAGES


                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete, and
correct.


Dated:  May 5, 2003


                                         SAN DIEGO REVITALIZATION CORP.


                                         /s/ James F. Cahill
                                         ---------------------------------------
                                         By: James F. Cahill
                                         Title: Executive Vice President





CUSIP NO. 741511109                SCHEDULE 13D              PAGE 11 OF 11 PAGES

                                  EXHIBIT INDEX

     EXHIBIT NO.   DESCRIPTION
     -----------   -----------

     Exhibit 1     Non-Recourse Promissory Note, dated April 24, 2003, made by
                   San Diego Revitalization Corporation in favor of Price Family
                   Charitable Trust.

     Exhibit 2     Pledge and Security Agreement, dated April 24, 2003, by and
                   between San Diego Revitalization Corporation and Price Family
                   Charitable Trust.

     Exhibit 3     Certificate of Designations, Preferences and Relative,
                   Participating, Optional and Other Special Rights of 8%
                   Series A Cumulative Convertible Redeemable Preferred Stock
                   and Qualifications, Limitations and Restrictions Thereof,
                   dated January 15, 2002 (incorporated herein by reference to
                   PriceSmart's Current Report on Form 8-K filed with the
                   Securities and Exchange Commission on January 24, 2002).

     Exhibit 4     Right of First Refusal Agreement by and among Grupo Gigante,
                   S.A. de C.V. and Robert E. Price, Sol Price, The Price
                   Family Charitable Fund, The Price Group LLC, the Robert and
                   Allison Price Trust, the Robert & Allison Price Charitable
                   Remainder Trust, the Price Family Charitable Trust and the
                   Sol and Helen Price Trust dated as of January 15, 2002
                   (incorporated herein by reference to PriceSmart's Current
                   Report on Form 8-K filed with the Securities and Exchange
                   Commission on January 24, 2002).