Edgar Filing: CAHILL JAMES

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 ^*

CAHILL JAMES

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)
03/28/2005

(Street)

LA JOLLA, CA 92037

4. If Amendment, Date Original Filed(Month/Day/Year)
05/02/2005

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

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

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

Signatures

James F. Cahill		05/09/2005
^**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).
Remarks: On May 2, 2005, the reporting person filed a Form 4 (the "May 2 Form 4"), which erroneously included 1,700,453 shares of PriceSmart, Inc. ("PriceSmart") common stock held by San Diego Revitalization Corp. ("SDRC") for which the reporting person may have been deemed to beneficially own for purposes of Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by virtue of having been an officer and director of SDRC. The May 2 Form 4 also erroneously included 45,458 shares of PriceSmart common stock held by certain trusts (the "Trusts") for which the reporting person may have been deemed to beneficially own for purposes of Section 13 of the Exchange Act by virtue of having been a co- trustee of the Trusts. In prior filings made by the reporting person under Section 16 of the Exchange Act, including the May 2 Form 4, the reporting person disclaimed beneficial ownership of these 1,700,453 and 45,458 shares for purposes of Section 16 of the Exchange Act. On April 15, 2005, the reporting person ceased to be an officer and director of SDRC and a co-trustee of the Trusts. Accordingly, there ceased to be any basis for the reporting person to be deemed to benefically own, for purposes of Sections 13 and 16 of the Exchange Act, any PriceSmart common stock held by SDRC or any of the Trusts. This amendment is being filed to exclude these 1,700,453 and 45,458 shares from the May 2 Form 4. Furthermore, on March 28, 2005, the reporting person resigned as a director of PriceSmart and thus ceased to be an insider for purposes of Section 16 of the Exchange Act. This amendment is also being filed to reflect such resignation and cessation.

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