Item 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics

On January 27, 2010 the Company's Board of Directors (with interested directors abstaining) waived any inconsistencies with the Company's Code of Business Conduct and Ethics (the "Code") related to certain directors' conflicts of interest regarding the transactions described in Exhibit No. 99.1 attached hereto, to the extent the Board had not previously approved a waiver of the Code with respect to such transactions and to the extent such transactions would constitute a violation (as to one or more directors) of the conflict of interest provisions of the Code. Also, on January 6, 2010 the Audit Committee of the Company's Board of Directors approved the related-party nature of such transactions to the extent it had not previously approved such transactions. The Board and Audit Committee specified that such waiver and approval would have retroactive effect to the date of commencement of the transactions covered by such waiver and approval.

Item 8.01. Other Events

On January 27, 2010 the Company's Board of Directors declared a cash dividend in the total amount of $0.50 per share, with $0.25 per share payable on February 26, 2010 to stockholders of record as of the close of business on February 15, 2010, and $0.25 per share payable on August 31, 2010 to stockholders of record as of the close of business on August 13, 2010.

Item 9.01. Financial Statements and Exhibits

(c) The following exhibit is furnished herewith:

Exhibit
No. Description
99.1 Summary of Related Party Transactions approved by Independent Directors and Audit Committee.
99.2 Press Release of PriceSmart, Inc. dated January 27, 2010.

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