SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                 SCHEDULE 13D/A
                                 (Rule 13d-101)

    INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
             AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

                               (Amendment No. 10)1



                            PRICE LEGACY CORPORATION
                                (Name of Issuer)


              8 3/4% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK
                         (Title of Class of Securities)


                                    741444301
                                 (CUSIP Number)


                                 JAMES F. CAHILL
                                 PRICE ENTITIES
                         7979 IVANHOE AVENUE, SUITE 520
                           LA JOLLA, CALIFORNIA 92037
                            TELEPHONE (858) 551-2303
                 (Name, Address, and Telephone Number of Person
                Authorized to Receive Notices and Communications)


                                December 9, 2002
             (Date of Event Which Requires Filing of this Statement)



         If the person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].

         Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.


                         (Continued on following pages)

                               (Page 1 of 6 pages)

---------------------------------
         1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

         The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).


CUSIP NO. 741444301              SCHEDULE 13D/A                PAGE 2 OF 6 PAGES


-------------------------------------------------------------------------------
1        NAME OF REPORTING PERSON
         I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

         Sol Price
-------------------------------------------------------------------------------
2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                   (a) [_]
                                                                   (b) [X]
-------------------------------------------------------------------------------
3        SEC USE ONLY

-------------------------------------------------------------------------------
4        SOURCE OF FUNDS

         OO
-------------------------------------------------------------------------------
5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
         PURSUANT TO ITEMS 2(d) or 2(e)
                                                                       [_]
-------------------------------------------------------------------------------
6        CITIZENSHIP OR PLACE OF ORGANIZATION

         U.S. Citizen
-------------------------------------------------------------------------------
                                    7       SOLE VOTING POWER
          NUMBER OF
                                            4,298,627
           SHARES                   --------------------------------------------
                                    8       SHARED VOTING POWER
        BENEFICIALLY
                                            4,128,302
          OWNED BY                  --------------------------------------------
                                    9       SOLE DISPOSITIVE POWER
       EACH REPORTING
                                            4,298,627
           PERSON                   --------------------------------------------
                                    10      SHARED DISPOSITIVE POWER
            WITH
                                            4,128,302
--------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         8,426,929 (see Item 5)
--------------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

                                                                       [X]
--------------------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

         30.7% (see Item 5)
--------------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON*

         IN
--------------------------------------------------------------------------------


CUSIP NO. 741444301              SCHEDULE 13D/A                PAGE 3 OF 6 PAGES


             This Amendment No. 10 to Schedule 13D relates to the 8 3/4% Series
A Cumulative Redeemable Preferred Stock of Price Legacy Corporation and further
amends the Schedule 13D filed by Sol Price on August 27, 1998 and subsequently
amended by Amendments No. 1 through 9 thereto (as amended, the "Schedule 13D").
The Schedule 13D is hereby further amended as follows:2


ITEM 1.       SECURITY AND ISSUER.

         This statement on Schedule 13D relates to the 8 3/4% Series A
         Cumulative Redeemable Preferred Stock of Price Legacy Corporation
         ("Series A Preferred Stock"), a Maryland corporation ("Price Legacy").

         The address of the principal executive offices of Price Legacy is 17140
         Bernardo Center Drive, San Diego, California 92128.


ITEM 2.       IDENTITY AND BACKGROUND.

         (a), (f)      This statement on Schedule 13D is filed by Sol Price, a
                       U.S. citizen.

         (b)           The principal business address of Mr. Price is 7979
                       Ivanhoe Avenue, Suite 520, La Jolla, California 92037.

         (c)           The principal occupation of Mr. Price is self-employed
                       investor and manager of The Price Group LLC ("Price
                       Group").

         (d)-(e)       During the last five years, Mr. Price has not been
                       convicted in a criminal proceeding (excluding traffic
                       violations or similar misdemeanors) or been a party to a
                       civil proceeding of a judicial or administrative body of
                       competent jurisdiction as a result of which any such
                       person was or is subject to a judgment, decree  or final
                       order enjoining future violations of, or prohibiting or
                       mandating activities subject to, federal or state
                       securities laws or finding any violation of such laws.


ITEM 3.       SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION

         Item 3 is not applicable to the transaction described as transaction
         number 32 in Item 5(c).


ITEM 4.       PURPOSE OF TRANSACTION.

         Item 4 is not applicable to the transactions described as transaction
         number 32 Item 5(c).


ITEM 5.       INTEREST IN SECURITIES OF THE ISSUER.3


------------------------------
         2 Transactions reported in the original Schedule 13D filed on August
27, 1998 or any of Amendments No. 1 through 9 thereto are not reported again in
this Amendment No. 10 to Schedule 13D. For information about such transactions,
please refer to such prior filings.

         3 Calculation of percentage ownership hereunder is based on
approximately 27,434,166 shares of Series A Preferred Stock estimated to be
issued and outstanding as of June 30, 2002, as reported in the Report on Form
8-K filed by Price Legacy with the Securities and Exchange Commission
(the "SEC") on August 12, 2002.


CUSIP NO. 741444301              SCHEDULE 13D/A                PAGE 4 OF 6 PAGES


         (a)    Mr. Price may be deemed to beneficially own 8,426,929 shares of
                Series A Preferred Stock, representing approximately 30.7% of
                the outstanding Series A Preferred Stock, as follows:

                        (i)      4,000,000 shares as the sole trustee of the
                                 Price Family Charitable Trust U/T/D 3/10/84
                                 ("PFCT");4

                        (ii)     298,627 shares as the sole trustee of the Sol
                                 & Helen Price Trust ("SHPT");5

                        (iii)    1,709,502 shares as a director of The Price
                                 Family Charitable Fund ("PFCF") and of which
                                 Mr. Price disclaims beneficial ownership;

                        (iv)     968,800 shares as a manager of Price Group and
                                 of which Mr. Price disclaims beneficial
                                 ownership; and

                        (v)      1,450,000 shares as a director of San Diego
                                 Revitalization Corp. ("SDRC") and of which Mr.
                                 Price disclaims beneficial ownership.

                  These shares exclude 7,518,439 shares of Series A Preferred
                  Stock which may be deemed to be beneficially owned by Robert
                  Price ("Mr. R. Price"), the son of Mr. Price, and of which Mr.
                  Price disclaims beneficial ownership.

         (b)      The power to vote and dispose of these 8,426,929 shares is as
                  follows:

                        (i)      As the sole trustee of each of PFCT and SHPT,
                                 Mr. Price has sole power to vote and dispose of
                                 4,298,627 shares in the aggregate.

                        (ii)     As a director of PFCF, Mr. Price may be deemed
                                 to share the power to vote and dispose of
                                 1,709,502 shares with Mr. R. Price, James F.
                                 Cahill, Jack McGrory, Allison Price, Helen
                                 Price, William Gorham, Murray Galinson, and
                                 Joseph R. Satz, each of whom is an officer
                                 and/or director of PFCF (collectively, the
                                 "PFCF Officers and Directors"). Mr. Price
                                 disclaims beneficial ownership of these shares.

                        (iii)    As a manager of Price Group, Mr. Price may be
                                 deemed to share the power to vote and dispose
                                 of 968,800 shares with Mr. R. Price, Mr.
                                 Cahill, Mr. McGrory, Mr. Galinson, Kathy
                                 Hillan, and Mr. Satz, each of whom is a manager
                                 of Price Group (collectively, the "Price Group
                                 Managers").  Mr. Price disclaims beneficial
                                 ownership of these shares.

                        (iv)     As a director of SDRC, Mr. Price may be deemed
                                 to share the power to vote and dispose of
                                 1,450,000 shares with Mr. R. Price, Mr. Cahill,
                                 Mr. McGrory, Ms. A. Price, Mr. Gorham, Mr.
                                 Galinson, Ms. Hillan, and Mr. Satz
                                 (collectively, the "SDRC Officers and
                                 Directors").

                  The principal occupation of Mr. R. Price is self-employed
                  investor and manager of Price Group. The principal occupation
                  of each of Mr. Cahill,

--------------------------------
     4   Excludes 64,133 shares of Series A Preferred Stock pledged to PFCT as
described in Item 6.

     5   Excludes 12,800 shares of Series A Preferred Stock pledged to SHPT as
described in Item 6.


CUSIP NO. 741444301              SCHEDULE 13D/A                PAGE 5 OF 6 PAGES


                  Mr. McGrory, Mr. Galinson, Ms. Hillan, and Mr. Satz is manager
                  of Price Group.  The principal occupation of Mr. Gorham is
                  self-employed investor.  Ms. A. Price and Ms. H. Price are not
                  presently employed.

                  The business address of each of the PFCF Officers and
                  Directors, the Price Group Managers, and the SDRC Officers and
                  Directors is 7979 Ivanhoe Avenue, Suite 520, La Jolla,
                  California 92037.

                  During the last five years, none of the PFCF Officers and
                  Directors or the Price Group Managers or the SDRC Officers and
                  Directors has been convicted in a criminal proceeding
                  (excluding traffic violations or similar misdemeanors) or been
                  a party to a civil proceeding of a judicial or administrative
                  body of competent jurisdiction as a result of which any such
                  person was or is subject to a judgment, decree or final order
                  enjoining future violations of, or prohibiting or mandating
                  activities subject to, federal or state securities laws or
                  finding any violation of such laws.

                  Each of the PFCF Officers and Directors, the Price Group
                  Managers, and the SDRC Officers and Directors is a U.S.
                  citizen.

         (c)      32.    On December 9, 2002, PFCF purchased 550,000 shares for
                         $16.30 per share in a private transaction.

         (d)      Not applicable.

         (e)      Not applicable.


ITEM 6.     CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
            RESPECT TO SECURITIES OF THE ISSUER.

         Mr. Cahill is the borrower and PFCT is the lender under a loan
         agreement entered into in May 1998. The loan is secured by 64,133
         shares of Series A Preferred Stock held by Mr. Cahill and pledged to
         PFCT. PFCT does not have the right to vote or dispose of the pledged
         shares unless the loan is in default.

         Mr. McGrory is the borrower and SHPT is the lender under a loan
         agreement entered into in May 1998. The loan is secured by 12,800
         shares of Series A Preferred Stock held by Mr. McGrory and pledged to
         SHPT. SHPT does not have the right to vote or dispose of the pledge
         shares unless the loan is in default.


ITEM 7.     EXHIBITS. - Not Applicable.



CUSIP NO. 741444301              SCHEDULE 13D/A                PAGE 6 OF 6 PAGES

                                    SIGNATURE

                  After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete, and correct.


Dated:  December 13, 2002


                                                SOL PRICE


                                                /s/ Sol Price
                                                --------------------------------