<TABLE>
<S>           <C>                                                                         <C>
                             As filed with the Securities and Exchange Commission on September 2, 1998

                                                                                                          Registration No. _________
====================================================================================================================================
                                                  SECURITIES AND EXCHANGE COMMISSION
                                                        Washington, D.C. 20549

                                                               FORM S-8
                                                        REGISTRATION STATEMENT
                                                                 UNDER
                                                      THE SECURITIES ACT OF 1933

                                                        Price Enterprises, Inc.
                                        (Exact name of registrant as specified in its charter)

                             Maryland                                                              33-0628740
                   (State or other jurisdiction                                                 (I.R.S. Employer
                of incorporation or organization)                                             Identification No.)

                                                           4649 Morena Blvd.
                                                      San Diego, California 92117
                                                            (415) 581-4530
                          (Address of principal executive offices, including zip code, and telephone number)

                           The Price Enterprises 1995 Combined Stock Grant and Stock Option Plan, As Amended
                                  The Price Enterprises Directors' 1995 Stock Option Plan, As Amended
                                                       (Full title of the plans)


                           JACK MCGRORY                                                            Copies to:
              President and Chief Executive Officer                                           SCOTT N. WOLFE, ESQ.
                     Price Enterprises, Inc.                                                    Latham & Watkins
                        4649 Morena Blvd.                                                  701 "B" Street, Suite 2100
                   San Diego, California 92117                                            San Diego, California 92101
                          (415) 581-4530                                                         (619) 236-1234
    (Name, address, including zip code, and telephone number,
            including area code, of agent for service)

<CAPTION>
                                                    CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                     Amount            Proposed Maximum     Proposed Maximum         Amount of
            Title of Securities                       to be             Offering Price     Aggregate Offering      Registration
              to be Registered                     Registered             Per Share              Price                  Fee
====================================================================================================================================
<S>                                                 <C>                        <C>         <C>                        <C>      
8 3/4% Series A Cumulative Redeemable               672,867(1)                 (2)         $11,451,908.00 (2)         $3,379.00
Preferred Stock, $.0001 par value
====================================================================================================================================

(1)  A maximum of 611,435 shares of 8 3/4% Series A Cumulative Redeemable Preferred Stock, $.0001 par value per share (the "Series A
     Preferred  Stock"),  have been reserved for issuance  upon exercise of options  outstanding  under The Price  Enterprises  1995
     Combined  Stock Grant and Stock Option Plan,  as amended (the "1995  Plan").  A maximum of 61,432  shares of Series A Preferred
     Stock have been reserved for issuance upon exercise of outstanding  options under The Price  Enterprises  Directors' 1995 Stock
     Option Plan, as amended (the "Directors' Plan"; and together with the 1995 Plan, the "Plans"). All shares of Series A Preferred
     Stock reserved for issuance under the Plans are being registered  hereunder.  The shares of the Company's common stock,  $.0001
     par value per share (the "Common Stock") reserved for issuance under the Plans already has been registered under the Securities
     Act of 1933, as amended (the "Act").

(2)  This  estimate is made  pursuant to Rule 457(h)  solely for purposes of  calculating  the  registration  fee, and is determined
     according to the following  offering price  information:  (i) under the 1995 Plan 74,204 shares of Series A Preferred Stock are
     subject to outstanding  options with an aggregate exercise price of $9.10 for one share of Common Stock and one share of Series
     A Preferred  Stock,  21,849 shares of Series A Preferred  Stock are subject to outstanding  options with an aggregate  exercise
     price of $9.61 for one share of Common  Stock and one share of Series A  Preferred  Stock,  2,595  shares of Series A Preferred
     Stock are subject to outstanding options with an aggregate exercise price of $10.06 for one share of Common Stock and one share
     of Series A Preferred  Stock,  3,708 shares of Series A Preferred  Stock are subject to  outstanding  options with an aggregate
     exercise  price of $10.07 for one share of Common  Stock and one share of Series A Preferred  Stock,  6,250  shares of Series A
     Preferred Stock are subject to outstanding options with an aggregate exercise price of $17.94 for one share of Common Stock and
     one share of Series A Preferred  Stock,  184,500 shares of Series A Preferred Stock are subject to outstanding  options with an
     aggregate  exercise price of $18.75 for one share of Common Stock and one share of Series A Preferred Stock,  268,329 shares of
     Series A Preferred Stock are subject to outstanding  options with an aggregate exercise price of $18.96 for one share of Common
     Stock and one share of Series A  Preferred  Stock,  and 50,000  shares of Series A Preferred  Stock are subject to  outstanding
     options with an aggregate exercise price of $19.88 for one share of Common Stock and one share of Series A Preferred Stock; and
     (ii) under the Directors' Plan 39,074 shares of Series A Preferred  Stock are subject to outstanding  options with an aggregate
     exercise  price of $11.33 for one share of Common Stock and one share of Series A Preferred  Stock,  12,358  shares of Series A
     Preferred Stock are subject to outstanding options with an aggregate exercise price of $17.90 for one share of Common Stock and
     one share of Series A Preferred Stock, and 10,000 shares of Series A Preferred Stock are subject to outstanding options with an
     aggregate exercise price of $18.63 for one share of Common Stock and one share of Series A Preferred Stock.

====================================================================================================================================
</TABLE>
<PAGE>



                                     Part I

Item 1.  Plan Information.

         Not required to be filed with this Registration Statement.

Item 2.  Registrant Information and Employee Plan Annual Information.

         Not required to be filed with this Registration Statement.


                                     Part II

Item 3.   Incorporation of Documents by Reference.

     The following  documents  previously filed with the Securities and Exchange
Commission (the "Commission") by Price Enterprises, Inc., a Maryland corporation
(the  "Company"),  are hereby  incorporated  by reference  in this  Registration
Statement:

     (a)  The  Transition  Report on Form 10-K filed  pursuant to the Securities
          Exchange  Act of 1934,  as amended (the  "Exchange  Act") on March 27,
          1998 (the "Annual Report on Form 10-K");

     (b)  The Quarterly  Reports on Form 10-Q filed pursuant to the Exchange Act
          on May 14, 1998 and August 12, 1998;

     (c)  All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
          Exchange  Act since the  effective  date of the Annual  Report on Form
          10-K; and

     (d)  The description of the Company's Series A Preferred  Stock,  contained
          in the  Registration  Statement on Form 8-A, filed with the Commission
          on August 7, 1998.

     All documents filed by the Company pursuant to Section 13(a),  13(c), 14 or
15(d) of the Exchange Act subsequent to the date this Registration  Statement is
filed with the Commission and prior to the filing of a post-effective  amendment
which indicates that all securities  offered have been sold or which deregisters
all  securities  then  remaining  unsold shall be deemed to be  incorporated  by
reference  in  this  Registration  Statement  and to be a part  of it  from  the
respective  dates of filing of such  documents.  Any  statement  contained  in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.



                                       2
<PAGE>

Item 4.   Description of Securities.

         Not applicable.

Item 5.   Interests of Named Experts and Counsel.

         Not applicable.

Item 6.   Indemnification of Directors and Officers.

     The  Company's  charter and Bylaws  require the  Company to  indemnify  its
directors,  officers and certain other parties to the fullest  extent  permitted
from time to time by Maryland law. The Maryland General  Corporation Law permits
a  corporation  to indemnify its  directors,  officers and certain other parties
against  judgments,   penalties,  fines,  settlements  and  reasonable  expenses
actually incurred by them in connection with any proceeding to which they may be
made a party by reason of their service to or at the request of the corporation,
unless it is established  that the act or omission of the indemnified  party was
material to the matter giving rise to the  proceedings  and (i) was committed in
bad faith or was the  result  of  active  and  deliberate  dishonesty,  (ii) the
indemnified party actually  received an improper  personal benefit,  or (iii) in
the case of any criminal  proceeding the indemnified  party had reasonable cause
to believe that the act or omission was  unlawful.  Indemnification  may be made
against  judgments,   penalties,  fines,  settlements  and  reasonable  expenses
actually  incurred by the director or officer in connection with the proceeding;
provided,  however,  that if the  proceeding  is one by or in the  right  of the
corporation,  indemnification  may not be made with respect to any proceeding in
which the director or officer has been adjudged to be liable to the corporation.
In addition,  a director or officer may not be  indemnified  with respect to any
proceeding  charging  improper  personal  benefit to the  director or officer in
which the  director  or  officer  was  adjudged  to be liable on the basis  that
personal benefit was improperly  received.  The termination of any proceeding by
conviction,  or upon a plea of nolo contendere or its equivalent, or an entry of
any order of probation prior to judgment,  creates a rebuttal  presumption  that
the director or officer did not meet the requisite  standard of conduct required
for  indemnification to be permitted.  It is the position of the Commission that
indemnification  of directors  and officers for  liabilities  arising  under the
Securities  Act is against  public policy as expressed in the Securities Act and
is therefore unenforceable.

Item 7.   Exemption from Registration Claimed.

         Not applicable.

Item 8.   Exhibits.

     The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.

Item 9.   Undertakings.

     (a) The undersigned Company hereby undertakes:



                                       3
<PAGE>

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this Registration Statement;

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933, as amended (the "Securities Act");

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective date of this  Registration  Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this Registration  Statement.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  and of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          20 percent change in the maximum aggregate offering price set forth in
          the   "Calculation  of  Registration   Fee"  table  in  the  effective
          Registration Statement;

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not previously  disclosed in this  Registration
          Statement  or  any  material  change  to  such   information  in  this
          Registration Statement;

     provided,  however, that the undertakings set forth in paragraphs (a)(1)(i)
     and (a)(1)(ii) above do not apply if the Registration  Statement is on Form
     S-3, Form S-8 or Form F-3, and the information required to be included in a
     post-effective  amendment  by those  paragraphs  is  contained  in periodic
     reports filed with or furnished to the  Commission by the Company  pursuant
     to  Section  13 or 15(d) of the  Exchange  Act  that  are  incorporated  by
     reference in this Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act, each such post-effective  amendment shall be deemed to be a
     new registration  statement relating to the securities offered therein, and
     the  offering  of such  securities  at that time  shall be deemed to be the
     initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     (b) The  undersigned  Company  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference  in  this  Registration   Statement  shall  be  deemed  to  be  a  new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission  such  indemnification  is


                                       4
<PAGE>

against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.


                                       5
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act, the Company  certifies
that it has reasonable  grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused  this  Registration  Statement  to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of San Diego, State of California, on August 26, 1998.

                         Price Enterprises, Inc.


                         By:      /s/   JACK McGRORY
                                  -------------------------------------
                                  Jack McGrory
                                  President and Chief Executive Officer


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  hereby  constitutes  and  appoints  Jack  McGrory  his  true  and  lawful
attorney-in-fact,   acting   alone,   with  full  power  of   substitution   and
resubstitution  for  him  and in his  name,  place  and  stead,  in any  and all
capacities to sign any and all amendments  including  post-effective  amendments
and  any  registration  statement  filed  pursuant  to  Rule  462(b)  under  the
Securities Act to this  registration  statement,  and to file the same, with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Commission,  hereby ratifying and confirming all that said  attorney-in-fact  or
his substitute, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
            Signature                                    Title                             Date
            ---------                                    -----                             ----
<S>                                      <C>                                          <C>
/s/   JACK McGRORY                       President, Chief Executive Officer and       August 26, 1998
-------------------------------------    Director (Principal Executive Officer)
           Jack McGrory                  

/s/   ROBERT E. PRICE                    Chairman of the Board of Directors           August 26, 1998
-------------------------------------
         Robert E. Price

/s/   PAUL A. PETERSON                   Vice Chairman of the Board of Directors      August 26, 1998
-------------------------------------
         Paul A. Peterson

/s/   GARY NIELSON                       Executive Vice President and Chief           August 26, 1998
-------------------------------------    Financial Officer (Principal Financial    
           Gary Nielson                  Officer and Principal Accounting Officer) 
                                         

/s/   JAMES F. CAHILL                    Director                                     August 26, 1998
-------------------------------------
         James F. Cahill

/s/   ANNE L. EVANS                      Director                                     August 26, 1998
-------------------------------------
          Anne L. Evans

/s/   MURRAY L. GALISON                  Director                                     August 26, 1998
-------------------------------------
        Murray L. Galinson
</TABLE>


                                       6
<PAGE>


                                  EXHIBIT INDEX

EXHIBIT                                                                    PAGE
-------                                                                    ----

4.1  The Price  Enterprises 1995 Combined Stock Grant and Stock Option
     Plan.(1)

4.2  First  Amendment to The Price  Enterprises  1995  Combined  Stock
     Grant and Stock Option Plan.

4.3  The Price Enterprises Directors' 1995 Stock Option Plan.(2)

4.4  First  Amendment to The Price  Enterprises  Directors' 1995 Stock
     Option Plan.(3)

4.5  Second Amendment to The Price  Enterprises  Directors' 1995 Stock
     Option Plan.

4.6  Form of Amended and Restated Non-Qualified Stock Option Agreement
     under the 1995 Plan.

4.7  Form of Amended and Restated Non-Qualified Stock Option Agreement
     under the Directors' Plan.

5.1  Opinion  of Piper & Marbury  LLP.  

23.1 Consent of Ernst & Young LLP.

23.2 Consent of Piper & Marbury LLP (included in Exhibit 5.1 hereto).

24.1 Power of Attorney (included on signature page hereto).


(1)  Incorporated herein by reference to Exhibit 10.23 to Registration Statement
     on Form 10 of Price Enterprises, Inc. filed with the Commission on December
     13, 1994 (File No. 0-20449).

(2)  Incorporated herein by reference to Exhibit 10.24 to Registration Statement
     on Form 10 of Price Enterprises, Inc. filed with the Commission on December
     13, 1994 (File No. 0-20449).

(3)  Incorporated  herein by  reference to Exhibit 4.7 to  Transition  Report on
     Form 10-K of Price Enterprises, Inc. filed with the Commission on March 27,
     1998.



                                       7
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 22854}]
{"company-data": {"conformed-name": "PRICE ENTERPRISES INC", "cik": "0000929647", "assigned-sic": "6512", "irs-number": "330628740", "state-of-incorporation": "CA", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62723", "film-number": "98703011"}, "business-address": {"street1": "4649 MORENA BLVD", "city": "SAN DIEGO", "state": "CA", "zip": "92117", "phone": "6195814679"}, "mail-address": {"street1": "4649 MORENA BLVD", "city": "SAN DIEGO", "state": "CA", "zip": "92117"}}
As filed with the Securities and Exchange Commission on September 2, 1998

                                                                                                          Registration No. _________
====================================================================================================================================
                                                  SECURITIES AND EXCHANGE COMMISSION
                                                        Washington, D.C. 20549

                                                               FORM S-8
                                                        REGISTRATION STATEMENT
                                                                 UNDER
                                                      THE SECURITIES ACT OF 1933

                                                        Price Enterprises, Inc.
                                        (Exact name of registrant as specified in its charter)

                             Maryland                                                              33-0628740
                   (State or other jurisdiction                                                 (I.R.S. Employer
                of incorporation or organization)                                             Identification No.)

                                                           4649 Morena Blvd.
                                                      San Diego, California 92117
                                                            (415) 581-4530
                          (Address of principal executive offices, including zip code, and telephone number)

                           The Price Enterprises 1995 Combined Stock Grant and Stock Option Plan, As Amended
                                  The Price Enterprises Directors' 1995 Stock Option Plan, As Amended
                                                       (Full title of the plans)

                           JACK MCGRORY                                                            Copies to:
              President and Chief Executive Officer                                           SCOTT N. WOLFE, ESQ.
                     Price Enterprises, Inc.                                                    Latham & Watkins
                        4649 Morena Blvd.                                                  701 "B" Street, Suite 2100
                   San Diego, California 92117                                            San Diego, California 92101
                          (415) 581-4530                                                         (619) 236-1234
    (Name, address, including zip code, and telephone number,
            including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                     Amount            Proposed Maximum     Proposed Maximum         Amount of
            Title of Securities                       to be             Offering Price     Aggregate Offering      Registration
              to be Registered                     Registered             Per Share              Price                  Fee
====================================================================================================================================
8 3/4% Series A Cumulative Redeemable               672,867(1)                 (2)         $11,451,908.00 (2)         $3,379.00
Preferred Stock, $.0001 par value
====================================================================================================================================

(1)  A maximum of 611,435 shares of 8 3/4% Series A Cumulative Redeemable Preferred Stock, $.0001 par value per share (the "Series A
     Preferred  Stock"),  have been reserved for issuance  upon exercise of options  outstanding  under The Price  Enterprises  1995
     Combined  Stock Grant and Stock Option Plan,  as amended (the "1995  Plan").  A maximum of 61,432  shares of Series A Preferred
     Stock have been reserved for issuance upon exercise of outstanding  options under The Price  Enterprises  Directors' 1995 Stock
     Option Plan, as amended (the "Directors' Plan"; and together with the 1995 Plan, the "Plans"). All shares of Series A Preferred
     Stock reserved for issuance under the Plans are being registered  hereunder.  The shares of the Company's common stock,  $.0001
     par value per share (the "Common Stock") reserved for issuance under the Plans already has been registered under the Securities
     Act of 1933, as amended (the "Act").

(2)  This  estimate is made  pursuant to Rule 457(h)  solely for purposes of  calculating  the  registration  fee, and is determined
     according to the following  offering price  information:  (i) under the 1995 Plan 74,204 shares of Series A Preferred Stock are
     subject to outstanding  options with an aggregate exercise price of $9.10 for one share of Common Stock and one share of Series
     A Preferred  Stock,  21,849 shares of Series A Preferred  Stock are subject to outstanding  options with an aggregate  exercise
     price of $9.61 for one share of Common  Stock and one share of Series A  Preferred  Stock,  2,595  shares of Series A Preferred
     Stock are subject to outstanding options with an aggregate exercise price of $10.06 for one share of Common Stock and one share
     of Series A Preferred  Stock,  3,708 shares of Series A Preferred  Stock are subject to  outstanding  options with an aggregate
     exercise  price of $10.07 for one share of Common  Stock and one share of Series A Preferred  Stock,  6,250  shares of Series A
     Preferred Stock are subject to outstanding options with an aggregate exercise price of $17.94 for one share of Common Stock and
     one share of Series A Preferred  Stock,  184,500 shares of Series A Preferred Stock are subject to outstanding  options with an
     aggregate  exercise price of $18.75 for one share of Common Stock and one share of Series A Preferred Stock,  268,329 shares of
     Series A Preferred Stock are subject to outstanding  options with an aggregate exercise price of $18.96 for one share of Common
     Stock and one share of Series A  Preferred  Stock,  and 50,000  shares of Series A Preferred  Stock are subject to  outstanding
     options with an aggregate exercise price of $19.88 for one share of Common Stock and one share of Series A Preferred Stock; and
     (ii) under the Directors' Plan 39,074 shares of Series A Preferred  Stock are subject to outstanding  options with an aggregate
     exercise  price of $11.33 for one share of Common Stock and one share of Series A Preferred  Stock,  12,358  shares of Series A
     Preferred Stock are subject to outstanding options with an aggregate exercise price of $17.90 for one share of Common Stock and
     one share of Series A Preferred Stock, and 10,000 shares of Series A Preferred Stock are subject to outstanding options with an
     aggregate exercise price of $18.63 for one share of Common Stock and one share of Series A Preferred Stock.

====================================================================================================================================
Part I

Item 1.  Plan Information.

         Not required to be filed with this Registration Statement.

Item 2.  Registrant Information and Employee Plan Annual Information.

         Not required to be filed with this Registration Statement.

                                     Part II

Item 3.   Incorporation of Documents by Reference.

     The following  documents  previously filed with the Securities and Exchange
Commission (the "Commission") by Price Enterprises, Inc., a Maryland corporation
(the  "Company"),  are hereby  incorporated  by reference  in this  Registration
Statement:

     (a)  The  Transition  Report on Form 10-K filed  pursuant to the Securities
          Exchange  Act of 1934,  as amended (the  "Exchange  Act") on March 27,
          1998 (the "Annual Report on Form 10-K");

     (b)  The Quarterly  Reports on Form 10-Q filed pursuant to the Exchange Act
          on May 14, 1998 and August 12, 1998;

     (c)  All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
          Exchange  Act since the  effective  date of the Annual  Report on Form
          10-K; and

     (d)  The description of the Company's Series A Preferred  Stock,  contained
          in the  Registration  Statement on Form 8-A, filed with the Commission
          on August 7, 1998.

     All documents filed by the Company pursuant to Section 13(a),  13(c), 14 or
15(d) of the Exchange Act subsequent to the date this Registration  Statement is
filed with the Commission and prior to the filing of a post-effective  amendment
which indicates that all securities  offered have been sold or which deregisters
all  securities  then  remaining  unsold shall be deemed to be  incorporated  by
reference  in  this  Registration  Statement  and to be a part  of it  from  the
respective  dates of filing of such  documents.  Any  statement  contained  in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

                                       2
Item 4.   Description of Securities.

         Not applicable.

Item 5.   Interests of Named Experts and Counsel.

         Not applicable.

Item 6.   Indemnification of Directors and Officers.

     The  Company's  charter and Bylaws  require the  Company to  indemnify  its
directors,  officers and certain other parties to the fullest  extent  permitted
from time to time by Maryland law. The Maryland General  Corporation Law permits
a  corporation  to indemnify its  directors,  officers and certain other parties
against  judgments,   penalties,  fines,  settlements  and  reasonable  expenses
actually incurred by them in connection with any proceeding to which they may be
made a party by reason of their service to or at the request of the corporation,
unless it is established  that the act or omission of the indemnified  party was
material to the matter giving rise to the  proceedings  and (i) was committed in
bad faith or was the  result  of  active  and  deliberate  dishonesty,  (ii) the
indemnified party actually  received an improper  personal benefit,  or (iii) in
the case of any criminal  proceeding the indemnified  party had reasonable cause
to believe that the act or omission was  unlawful.  Indemnification  may be made
against  judgments,   penalties,  fines,  settlements  and  reasonable  expenses
actually  incurred by the director or officer in connection with the proceeding;
provided,  however,  that if the  proceeding  is one by or in the  right  of the
corporation,  indemnification  may not be made with respect to any proceeding in
which the director or officer has been adjudged to be liable to the corporation.
In addition,  a director or officer may not be  indemnified  with respect to any
proceeding  charging  improper  personal  benefit to the  director or officer in
which the  director  or  officer  was  adjudged  to be liable on the basis  that
personal benefit was improperly  received.  The termination of any proceeding by
conviction,  or upon a plea of nolo contendere or its equivalent, or an entry of
any order of probation prior to judgment,  creates a rebuttal  presumption  that
the director or officer did not meet the requisite  standard of conduct required
for  indemnification to be permitted.  It is the position of the Commission that
indemnification  of directors  and officers for  liabilities  arising  under the
Securities  Act is against  public policy as expressed in the Securities Act and
is therefore unenforceable.

Item 7.   Exemption from Registration Claimed.

         Not applicable.

Item 8.   Exhibits.

     The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.

Item 9.   Undertakings.

     (a) The undersigned Company hereby undertakes:

                                       3
(1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this Registration Statement;

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933, as amended (the "Securities Act");

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective date of this  Registration  Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this Registration  Statement.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  and of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          20 percent change in the maximum aggregate offering price set forth in
          the   "Calculation  of  Registration   Fee"  table  in  the  effective
          Registration Statement;

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not previously  disclosed in this  Registration
          Statement  or  any  material  change  to  such   information  in  this
          Registration Statement;

     provided,  however, that the undertakings set forth in paragraphs (a)(1)(i)
     and (a)(1)(ii) above do not apply if the Registration  Statement is on Form
     S-3, Form S-8 or Form F-3, and the information required to be included in a
     post-effective  amendment  by those  paragraphs  is  contained  in periodic
     reports filed with or furnished to the  Commission by the Company  pursuant
     to  Section  13 or 15(d) of the  Exchange  Act  that  are  incorporated  by
     reference in this Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act, each such post-effective  amendment shall be deemed to be a
     new registration  statement relating to the securities offered therein, and
     the  offering  of such  securities  at that time  shall be deemed to be the
     initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     (b) The  undersigned  Company  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference  in  this  Registration   Statement  shall  be  deemed  to  be  a  new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission  such  indemnification  is

                                       4
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.

                                       5
SIGNATURES

     Pursuant to the  requirements of the Securities Act, the Company  certifies
that it has reasonable  grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused  this  Registration  Statement  to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of San Diego, State of California, on August 26, 1998.

                         Price Enterprises, Inc.

                         By:      /s/   JACK McGRORY
                                  -------------------------------------
                                  Jack McGrory
                                  President and Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  hereby  constitutes  and  appoints  Jack  McGrory  his  true  and  lawful
attorney-in-fact,   acting   alone,   with  full  power  of   substitution   and
resubstitution  for  him  and in his  name,  place  and  stead,  in any  and all
capacities to sign any and all amendments  including  post-effective  amendments
and  any  registration  statement  filed  pursuant  to  Rule  462(b)  under  the
Securities Act to this  registration  statement,  and to file the same, with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Commission,  hereby ratifying and confirming all that said  attorney-in-fact  or
his substitute, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.
Signature                                    Title                             Date
            ---------                                    -----                             ----
/s/   JACK McGRORY                       President, Chief Executive Officer and       August 26, 1998
-------------------------------------    Director (Principal Executive Officer)
           Jack McGrory                  

/s/   ROBERT E. PRICE                    Chairman of the Board of Directors           August 26, 1998
-------------------------------------
         Robert E. Price

/s/   PAUL A. PETERSON                   Vice Chairman of the Board of Directors      August 26, 1998
-------------------------------------
         Paul A. Peterson

/s/   GARY NIELSON                       Executive Vice President and Chief           August 26, 1998
-------------------------------------    Financial Officer (Principal Financial    
           Gary Nielson                  Officer and Principal Accounting Officer) 
                                         

/s/   JAMES F. CAHILL                    Director                                     August 26, 1998
-------------------------------------
         James F. Cahill

/s/   ANNE L. EVANS                      Director                                     August 26, 1998
-------------------------------------
          Anne L. Evans

/s/   MURRAY L. GALISON                  Director                                     August 26, 1998
-------------------------------------
        Murray L. Galinson
6
EXHIBIT INDEX

EXHIBIT                                                                    PAGE
-------                                                                    ----

4.1  The Price  Enterprises 1995 Combined Stock Grant and Stock Option
     Plan.(1)

4.2  First  Amendment to The Price  Enterprises  1995  Combined  Stock
     Grant and Stock Option Plan.

4.3  The Price Enterprises Directors' 1995 Stock Option Plan.(2)

4.4  First  Amendment to The Price  Enterprises  Directors' 1995 Stock
     Option Plan.(3)

4.5  Second Amendment to The Price  Enterprises  Directors' 1995 Stock
     Option Plan.

4.6  Form of Amended and Restated Non-Qualified Stock Option Agreement
     under the 1995 Plan.

4.7  Form of Amended and Restated Non-Qualified Stock Option Agreement
     under the Directors' Plan.

5.1  Opinion  of Piper & Marbury  LLP.  

23.1 Consent of Ernst & Young LLP.

23.2 Consent of Piper & Marbury LLP (included in Exhibit 5.1 hereto).

24.1 Power of Attorney (included on signature page hereto).

(1)  Incorporated herein by reference to Exhibit 10.23 to Registration Statement
     on Form 10 of Price Enterprises, Inc. filed with the Commission on December
     13, 1994 (File No. 0-20449).

(2)  Incorporated herein by reference to Exhibit 10.24 to Registration Statement
     on Form 10 of Price Enterprises, Inc. filed with the Commission on December
     13, 1994 (File No. 0-20449).

(3)  Incorporated  herein by  reference to Exhibit 4.7 to  Transition  Report on
     Form 10-K of Price Enterprises, Inc. filed with the Commission on March 27,
     1998.

                                       7