Pricesmart, Inc.
9740 Scranton Road
San Diego, California 92121
September 7, 2005
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: PriceSmart, Inc.
Registration Statement on Form S-1
(Registration No. 333-120953)
Request for Withdrawal
Ladies and Gentlemen:
Pursuant to Rules 477(a) and (b) promulgated under the Securities Act of 1933, as amended, PriceSmart, Inc. (the Registrant) hereby respectfully requests that the Securities and Exchange Commission consent to the withdrawal, effective as of the date hereof, of Amendment No. 1 to the Registrants Registration Statement on Form S-1 (File No. 333-120953), filed on August 1, 2005, together with all exhibits thereto (the Registration Statement).
The Registrant requests such withdrawal because the Registration Statement was filed under an incorrect file number. The Registrant intended that the Registration Statement amend its previously filed Registration Statement on Form S-1 (File No. 333-123076) filed on March 2, 2005 (the Original Registration Statement). At the suggestion of the Staff, the Registrant will file a superseding amendment to the Original Registration Statement under the correct file number. As a result, the subject filing is no longer necessary. No shares of the Registrants common stock have been issued or sold under the Registration Statement.
If you have any questions or comments or require further information or documentation, please do not hesitate to call Robert E. Burwell at (858) 523-5408.
Sincerely, | ||
PRICESMART, INC. | ||
By: | /S/ JOHN M. HEFFNER | |
Name: |
John M. Heffner | |
Title: |
Chief Financial Officer |