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
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)
10/29/2004
(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               619,046 I As director of San Diego Revitalization Corp. (1)
Common Stock 10/29/2004   P(13)   3,164,726 A $ 8 6,427,503 (12) I As co-manager of The Price Group LLC (2)
Common Stock 10/29/2004   P(14)   2,597,200 A $ 8 6,427,503 (12) I As co-manager of The Price Group LLC (2)
Common Stock 10/29/2004   J(10)   500,000 A $ 10 6,427,503 (12) I As co-manager of The Price Group LLC (2)

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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               (3)   (3) Common Stock 14,666   550 I As director of San Diego Revitalization Corp. (1)
8% Series B Cumulative Convertible Redeemable Pref. Stock $ 20 10/29/2004   J(10)     5,000   (4)   (4) Common Stock 500,000 (11) (10) 0 I As co-manager of The Price Group LLC (2)
Common Stock Option $ 35.63               (5) 11/07/2010 Common Stock 3,000   3,000 D  
Common Stock Option $ 32.13               (6) 01/24/2011 Common Stock 1,000   1,000 D  
Common Stock Option $ 35               (7) 01/17/2008 Common Stock 1,000   1,000 D  
Common Stock Option $ 18.29               (8) 01/22/2009 Common Stock 1,000   1,000 D  
Common Stock Option $ 6.24               (9) 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   11/01/2004
**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 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) 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.
(5) These options vest 25% annually beginning on the first anniversary (11/07/2001) of the date of grant (11/07/2000).
(6) These options vest 25% annually beginning on the first anniversary (01/24/2002) of the date of grant (01/24/2001).
(7) These options vest 25% annually beginning on the first anniversary (01/17/2003) of the date of grant (01/17/2002).
(8) These options vest 25% annually beginning on the first anniversary (01/22/2004) of the date of grant (01/22/2003).
(9) These options vest 20% annually beginning on the first anniversary (01/08/2005) of the date of grant (01/08/2004).
(10) On October 29, 2004, all of the Series B Preferred Stock was exchanged for Common Stock (the "Series B Exchange"). For purposes of the Series B Exchange, such Common Stock was valued at $10 per share.
(11) This number represents the number of shares of Common Stock into which the Series B Preferred Stock were actually exchanged pursuant to the Series B Exchange instead of the number of shares into which the Series B Preferred Stock could have been converted pursuant to its terms.
(12) This total reflects the aggregate Common Stock held by The Price Group LLC after giving effect to the Bridge Loan Conversion, the Obligations Conversion and the Series B Exchange.
(13) Acquired from PriceSmart in a private placement funded by the conversion of a $25 million bridge loan, plus accrued and unpaid interest, owed by PriceSmart to The Price Group LLC (the "Bridge Loan Conversion").
(14) Acquired from PriceSmart as a repayment of $20 million in current obligations, plus accrued and unpaid interest thereon, owed by PriceSmart to The Price Group LLC (the "Obligations Conversion").

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