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)
02/25/2005
(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               1,700,453 I As director of San Diego Revitalization Corp. (1)
Common Stock               3,875 D  
Common Stock 01/20/2005   J(11)   3,910 D (10) 45,458 I As co-trustee. (1)
Common Stock               6,675,869 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
Common Stock Option $ 40.88               (3) 11/22/2009 Common Stock 3,000   3,000 D  
Common Stock Option $ 39               (4) 01/19/2010 Common Stock 1,000   1,000 D  
Common Stock Option $ 32.13               (5) 01/24/2011 Common Stock 1,000   1,000 D  
Common Stock Option $ 35               (6) 01/17/2008 Common Stock 1,000   1,000 D  
Common Stock Option $ 18.29               (7) 01/22/2009 Common Stock 1,000   1,000 D  
Common Stock Option $ 6.24               (8) 01/08/2010 Common Stock 1,000   1,000 D  
Common Stock Option $ 7.63 02/25/2005   A   1,000     (9) 02/25/2011 Common Stock 1,000 (10) 1,000 D  

Reporting Owners

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

Signatures

 /s/ James F. Cahill   02/28/2005
**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).
(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) These options vest 25% annually beginning on the first anniversary (01/19/2001) of the date of grant (01/19/2000).
(5) These options vest 25% annually beginning on the first anniversary (01/24/2002) of the date of grant (01/24/2001).
(6) These options vest 25% annually beginning on the first anniversary (01/17/2003) of the date of grant (01/17/2002).
(7) These options vest 25% annually beginning on the first anniversary (01/22/2004) of the date of grant (01/22/2003).
(8) These options vest 20% annually beginning on the first anniversary (01/08/2005) of the date of grant (01/08/2004).
(9) 34% of these options vest on the first anniversary (02/25/2006) of the date of grant (02/25/2005). An additional 33% of these options vest on the second anniversary (02/25/2007) of the date of grant. The final 33% of these options vest on the third anniversary (02/25/2008) of the date of grant.
(10) Not applicable.
(11) The reporting person was a co-trustee of a trust (the "Trust") which held 3,910 shares of the common stock of PriceSmart, Inc. and of which neither he nor any of his family members is a beneficiary. Although the reporting person, in his capacity as a co-trustee of the Trust, may have been deemed to beneficially own these 3,910 shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), he did not have any pecuniary interest in these 3,910 shares, and thus he did not beneficially own any of these 3,910 shares for purposes of Section 16 of the Exchange Act. On January 20, 2005, the Trust dissolved, and these 3,910 shares were distributed to the beneficiary of the Trust. This transaction is being reported on a voluntary basis.

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