AS FILED WITH THE COMMISSION ON JANUARY 9, 1997
                                                   REGISTRATION NO. 333-________

                  ============================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                               PRIME RETAIL, INC.
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Maryland                                       52-1836258
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)



       100 East Pratt Street
       Nineteenth Floor
       Baltimore, Maryland                                               21202
---------------------------------------                               ----------
(Address of principal executive offices)                              (zip code)




                  Prime Retail, Inc. 1994 Stock Incentive Plan
                  Prime Retail, Inc. 1995 Stock Incentive Plan
                 Consulting Agreement dated July 3, 1996 between
              Prime Retail, L.P. and Marvin Traub Associates, Inc.
              ----------------------------------------------------
                            (Full title of the Plans)



                                C. Alan Schroeder
                    Senior Vice President and General Counsel
                               Prime Retail, Inc.
                              100 East Pratt Street
                                Nineteenth Floor
                            Baltimore, Maryland 21202
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (410) 234-0782
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE

<TABLE>
===================================================================================================================================
<CAPTION>
          <S>                         <C>                  <C>                              <C>                         <C>    
   TITLE OF SECURITIES            AMOUNT TO BE      PROPOSED MAXIMUM OFFERING         PROPOSED MAXIMUM                 AMOUNT OF
   TO BE REGISTERED (1)          REGISTERED (1)        PRICE PER SHARE (2)        AGGREGATE OFFERING PRICE (2)      REGISTRATION FEE
-----------------------------  ------------------    ------------------------    ----------------------------     ------------------

Common Stock, $.01 par value     1,215,000 shares             $12.5625                $15,263,437.50                    $4,265.28
                             
------------------------------------------------------------------------------------------------------------------------------------
    ----------------------------------------------------------------------------
<FN>
(1)  This is the total number of shares which may be offered  based on the shares  reserved  under the Plans on the filing date of
     this Registration  Statement.  Pursuant to Rule 416, this Registration Statement shall also be deemed to cover any additional
     shares offered under the Plans in order to reflect share splits, share dividends, mergers and other capital changes.

(2)  Estimated  pursuant to Rule 457(c) under the Securities  Act of 1933 solely for the purpose of calculating  the amount of the
     registration fee based upon the average of the high and low sales prices reported per share of the Common Stock on the Nasdaq
     National Market on January 7, 1997, which was $12.5625.
</FN>
</TABLE>
<PAGE>

                                     PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS


         The document(s)  containing the information specified in Part I of Form
S-8  will be sent or given  to  participating  employees  as  specified  by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). Such
documents   are  not  being  filed  with  or  included  in  this  Form  S-8  (by
incorporation  by  reference  or  otherwise)  in  accordance  with the rules and
regulations  of the  Securities  and  Exchange  Commission  (the  "SEC").  These
documents and the documents  incorporated  by reference  into this  Registration
Statement  pursuant to Item 3 of Part II of this Registration  Statement,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.


                                     PART II


               INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         Prime Retail, Inc. (the "Registrant") hereby incorporates the following
documents herein by reference:

         (a) The  Registrant's  annual  report on Form 10-K for the fiscal  year
ended  December 31, 1995, as amended by Form 10-K/A-1  dated May 3, 1996,  filed
with the SEC pursuant to Section 13(a) of the  Securities  Exchange Act of 1934,
as amended (the "Exchange Act");

         (b)  All other  reports  filed by the  Registrant  pursuant to Sections
13(a) or 15(d) of the Exchange Act on or after December 31, 1995; and

         (c) The description of the  Registrant's  Common Stock,  $.01 par value
per share (the  "Common  Stock"),  contained  in the  Registrant's  registration
statement  on Form 8-A filed  pursuant  to Section  12(g) of the  Exchange  Act,
including  any  subsequent  amendment or any report or other filing with the SEC
updating such description.

                  In  addition,   all  documents   subsequently   filed  by  the
Registrant  pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act
after  the date of this  Registration  Statement  and  prior to the  filing of a
post-effective amendment to this Registration Statement which indicates that all
securities  offered  hereby  have  been  sold  or  which  deregisters  all  such
securities then remaining  unsold shall be deemed to be  incorporated  herein by
reference and to be a part hereof from the date 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 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.

ITEM 4.  DESCRIPTION OF SECURITIES

                  Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Certain legal  matters  relating to the validity of the shares
of Common  Stock  offered  hereby  are being  passed  upon by  Winston & Strawn,
Chicago,   Illinois.  The  Honorable  James  R.  Thompson,  a  director  of  the
Registrant,  is a partner and the Chairman of the Executive Committee of Winston
& Strawn.





                                       -2-
<PAGE>




ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  The   Registrant's    Amended   and   Restated   Articles   of
Incorporation,  as amended, and By-laws, as amended, authorize the Registrant to
indemnify its present and former  directors and officers and to pay or reimburse
expenses  for  such  individuals  in  advance  of  the  final  disposition  of a
proceeding to the maximum extent permitted from time to time under Maryland law.
The Maryland  General  Corporation  Law under which the  Registrant is organized
provides that  indemnification  of a person who is a party,  or threatened to be
made a party,  to legal  proceedings by reason of the fact that such a person is
or was a director,  officer,  employee or agent of a  corporation,  or is or was
serving as a director, officer, employee or agent of a corporation or other firm
at the request of a corporation,  against expenses, judgments, fines and amounts
paid in  settlement,  is mandatory in certain  circumstances  and  permissive in
others, subject to authorization by the board of directors,  so long as a person
seeking  indemnification acted in good faith and in a manner reasonably believed
to be in or not  opposed to the best  interests  of the  corporation  and,  with
respect  to  criminal  proceedings,  had no  reason to  believe  that his or her
conduct was unlawful.

                  The  Registrant's  officers and directors are also indemnified
pursuant to the partnership  agreement  governing  Prime Retail,  L.P. and their
respective employment agreements.

                  The  Registrant  has  purchased  an  insurance   policy  which
purports to insure the officers and directors of the Registrant  against certain
liabilities  incurred  by them  in the  discharge  of  their  functions  as such
officers  and  directors  except  for  liabilities   resulting  from  their  own
malfeasance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Not Applicable.

ITEM 8.    EXHIBITS

   4.1  Prime  Retail,   Inc.  1994  Stock  Incentive  Plan  (incorporated  by
           reference to the same titled exhibit in the Registrant's registration
           statement on Form S-11 (Registration No. 33-68536))

   4.2  Prime Retail, Inc. 1995 Stock Incentive Plan (incorporated by reference
           to the same titled exhibit in the Registrant's registration statement
           on Form S-11 (Registration No. 333-1666))

   4.3  Consulting Agreement dated July 3, 1996 between Prime Retail, L.P. and
           Marvin Traub Associates, Inc.

   4.4  Form of certificate for the Registrant's Common Stock, par value $.01
           per share (incorporated by reference to the same titled exhibit
           in the Registrant's Registration Statement on Form S-11
           (Registration No. 33-68536))

  5.1  Opinion of Winston & Strawn as to the legality of the securities 
           being registered

 23.1  Consent of Ernst & Young LLP

 23.2  Consent of Winston & Strawn (included in their opinion filed as 
          Exhibit 5.1)

 24.1  Powers of Attorney (included on the signature page hereof)





                                        -3-
<PAGE>




ITEM 9.  UNDERTAKINGS

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being  made  of the  securities  registered  hereby,  a  post-effective
         amendment to this Registration Statement:

                           (i)     To include any prospectus required by Section
                   10(a)(3) of 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;

                           (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  paragraphs  (a)(1)(i) and  (a)(1)(ii) of this section do
                  not  apply  the  information  required  to  be  included  in a
                  post-effective  amendment by such  paragraphs  is contained in
                  periodic  reports  filed with or  furnished  to the SEC by the
                  Registrant  pursuant  to Section  13 or  Section  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  Registrant  hereby further  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 Section 15(d) of the
Exchange Act (and,  where  applicable,  each filing of the annual  report of the
employee  benefit  plans  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  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant has been advised that in the opinion of the SEC such  indemnification
is 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  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  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 Registrant 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.




                                      -4-
<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the  Registrant
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 Baltimore, Maryland on the 9th day of January, 1997.

                                 PRIME RETAIL, INC.

                                 By:   /s/ C. Alan Schroeder
                                       ----------------------------------------
                                       C. Alan Schroeder
                                       Senior Vice President and General Counsel

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints each of Abraham  Rosenthal,  William H.
Carpenter, Jr., Robert P. Mulreaney and C. Alan Schroeder as his true and lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments  (including  posteffective  amendments)  to this  Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto said  attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby ratifying and confirming all that each said attorney-in-fact and
agent or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration Statement has been signed below on January 9, 1997 by the following
persons in the capacities indicated:

  Signature                                              Title
  ---------                                             -------


 /s/ Michael W. Reschke                 Chairman of the Board and Director
-----------------------------
 Michael W. Reschke

 /s/ Abraham Rosenthal                   Chief Executive Officer (Principal
-----------------------------              Executive Officer) and Director
 Abraham Rosenthal                              

 /s/ William H. Carpenter, Jr.           President, Chief Operating 
------------------------------             Officer and Director
 William H. Carpenter, Jr.

 /s/ Robert P. Mulreaney                 Executive Vice President -- 
------------------------------             Chief Financial Officer and Treasurer
 Robert P. Mulreaney                       (Principal Financial Officer and 
                                           Principal Accounting Officer)

 /s/ Terence C. Golden                    Director
------------------------------
 Terence C. Golden

 /s/ Kenneth A. Randall                   Director
------------------------------
 Kenneth A. Randall

 /s/ James R. Thompson                    Director
------------------------------
 James R. Thompson

 /s/ Marvin S. Traub                      Director
------------------------------
 Marvin S. Traub

                                       -5-
<PAGE>




                                  EXHIBIT INDEX
                                  -------------
                                                                      SEQUENTIAL
EXHIBIT                                                                   PAGE
NUMBER                            DESCRIPTION                            NUMBER
------                            -----------                            ------

4.1   Prime Retail,  Inc. 1994 Stock  Incentive  Plan  (incorporated  by
          reference to the same titled exhibit in the Registrant's 
          registration statement on Form S-11 (Registration No. 33-68536))

4.2   Prime Retail,  Inc. 1995 Stock  Incentive  Plan  (incorporated  by
          reference to the same titled exhibit in the Registrant's 
          registration statement on Form S-11 (Registration No. 333-1666))

4.3   Consulting Agreement dated July 3, 1996 between Prime Retail, L.P.
          and Marvin Traub Associates, Inc.


4.4   Form of certificate for the  Registrant's  Common Stock, par value
          $.01 per share  (incorporated by reference to the same titled
           exhibit in the Registrant's Registration Statement on Form S-11 
          (Registration No. 33-68536))

5.1   Opinion of Winston & Strawn as to the  legality of the  securities
          being registered

23.1  Consent of Ernst & Young LLP

23.2  Consent of Winston & Strawn  (included in their  opinion filed as
          Exhibit 5.1)

24.1  Powers of Attorney (included on the signature page hereof)









                                           -6-
[{"type": "S-8", "sequence": "1", "description": "JANUARY 9, 1997", "secsgml_size_bytes": 20218}]
{"company-data": {"conformed-name": "PRIME RETAIL INC", "cik": "0000911708", "assigned-sic": "6798", "irs-number": "521836258", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-19491", "film-number": "97503457"}, "business-address": {"street1": "100 EAST PRATT ST", "street2": "STE 1900", "city": "BALTIMORE", "state": "MD", "zip": "21202", "phone": "4102340782"}, "mail-address": {"street1": "100 EAST PRATT STREET", "street2": "STE 1900", "city": "BALTIMORE", "state": "MD", "zip": "21202"}}
AS FILED WITH THE COMMISSION ON JANUARY 9, 1997
                                                   REGISTRATION NO. 333-________

                  ============================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                               PRIME RETAIL, INC.
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Maryland                                       52-1836258
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

       100 East Pratt Street
       Nineteenth Floor
       Baltimore, Maryland                                               21202
---------------------------------------                               ----------
(Address of principal executive offices)                              (zip code)

                  Prime Retail, Inc. 1994 Stock Incentive Plan
                  Prime Retail, Inc. 1995 Stock Incentive Plan
                 Consulting Agreement dated July 3, 1996 between
              Prime Retail, L.P. and Marvin Traub Associates, Inc.
              ----------------------------------------------------
                            (Full title of the Plans)

                                C. Alan Schroeder
                    Senior Vice President and General Counsel
                               Prime Retail, Inc.
                              100 East Pratt Street
                                Nineteenth Floor
                            Baltimore, Maryland 21202
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (410) 234-0782
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

===================================================================================================================================
TITLE OF SECURITIES            AMOUNT TO BE      PROPOSED MAXIMUM OFFERING         PROPOSED MAXIMUM                 AMOUNT OF
   TO BE REGISTERED (1)          REGISTERED (1)        PRICE PER SHARE (2)        AGGREGATE OFFERING PRICE (2)      REGISTRATION FEE
-----------------------------  ------------------    ------------------------    ----------------------------     ------------------

Common Stock, $.01 par value     1,215,000 shares             $12.5625                $15,263,437.50                    $4,265.28
                             
------------------------------------------------------------------------------------------------------------------------------------
    ----------------------------------------------------------------------------
(1)  This is the total number of shares which may be offered  based on the shares  reserved  under the Plans on the filing date of
     this Registration  Statement.  Pursuant to Rule 416, this Registration Statement shall also be deemed to cover any additional
     shares offered under the Plans in order to reflect share splits, share dividends, mergers and other capital changes.

(2)  Estimated  pursuant to Rule 457(c) under the Securities  Act of 1933 solely for the purpose of calculating  the amount of the
     registration fee based upon the average of the high and low sales prices reported per share of the Common Stock on the Nasdaq
     National Market on January 7, 1997, which was $12.5625.
PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

         The document(s)  containing the information specified in Part I of Form
S-8  will be sent or given  to  participating  employees  as  specified  by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). Such
documents   are  not  being  filed  with  or  included  in  this  Form  S-8  (by
incorporation  by  reference  or  otherwise)  in  accordance  with the rules and
regulations  of the  Securities  and  Exchange  Commission  (the  "SEC").  These
documents and the documents  incorporated  by reference  into this  Registration
Statement  pursuant to Item 3 of Part II of this Registration  Statement,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         Prime Retail, Inc. (the "Registrant") hereby incorporates the following
documents herein by reference:

         (a) The  Registrant's  annual  report on Form 10-K for the fiscal  year
ended  December 31, 1995, as amended by Form 10-K/A-1  dated May 3, 1996,  filed
with the SEC pursuant to Section 13(a) of the  Securities  Exchange Act of 1934,
as amended (the "Exchange Act");

         (b)  All other  reports  filed by the  Registrant  pursuant to Sections
13(a) or 15(d) of the Exchange Act on or after December 31, 1995; and

         (c) The description of the  Registrant's  Common Stock,  $.01 par value
per share (the  "Common  Stock"),  contained  in the  Registrant's  registration
statement  on Form 8-A filed  pursuant  to Section  12(g) of the  Exchange  Act,
including  any  subsequent  amendment or any report or other filing with the SEC
updating such description.

                  In  addition,   all  documents   subsequently   filed  by  the
Registrant  pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act
after  the date of this  Registration  Statement  and  prior to the  filing of a
post-effective amendment to this Registration Statement which indicates that all
securities  offered  hereby  have  been  sold  or  which  deregisters  all  such
securities then remaining  unsold shall be deemed to be  incorporated  herein by
reference and to be a part hereof from the date 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 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.

ITEM 4.  DESCRIPTION OF SECURITIES

                  Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Certain legal  matters  relating to the validity of the shares
of Common  Stock  offered  hereby  are being  passed  upon by  Winston & Strawn,
Chicago,   Illinois.  The  Honorable  James  R.  Thompson,  a  director  of  the
Registrant,  is a partner and the Chairman of the Executive Committee of Winston
& Strawn.

                                       -2-
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  The   Registrant's    Amended   and   Restated   Articles   of
Incorporation,  as amended, and By-laws, as amended, authorize the Registrant to
indemnify its present and former  directors and officers and to pay or reimburse
expenses  for  such  individuals  in  advance  of  the  final  disposition  of a
proceeding to the maximum extent permitted from time to time under Maryland law.
The Maryland  General  Corporation  Law under which the  Registrant is organized
provides that  indemnification  of a person who is a party,  or threatened to be
made a party,  to legal  proceedings by reason of the fact that such a person is
or was a director,  officer,  employee or agent of a  corporation,  or is or was
serving as a director, officer, employee or agent of a corporation or other firm
at the request of a corporation,  against expenses, judgments, fines and amounts
paid in  settlement,  is mandatory in certain  circumstances  and  permissive in
others, subject to authorization by the board of directors,  so long as a person
seeking  indemnification acted in good faith and in a manner reasonably believed
to be in or not  opposed to the best  interests  of the  corporation  and,  with
respect  to  criminal  proceedings,  had no  reason to  believe  that his or her
conduct was unlawful.

                  The  Registrant's  officers and directors are also indemnified
pursuant to the partnership  agreement  governing  Prime Retail,  L.P. and their
respective employment agreements.

                  The  Registrant  has  purchased  an  insurance   policy  which
purports to insure the officers and directors of the Registrant  against certain
liabilities  incurred  by them  in the  discharge  of  their  functions  as such
officers  and  directors  except  for  liabilities   resulting  from  their  own
malfeasance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Not Applicable.

ITEM 8.    EXHIBITS

   4.1  Prime  Retail,   Inc.  1994  Stock  Incentive  Plan  (incorporated  by
           reference to the same titled exhibit in the Registrant's registration
           statement on Form S-11 (Registration No. 33-68536))

   4.2  Prime Retail, Inc. 1995 Stock Incentive Plan (incorporated by reference
           to the same titled exhibit in the Registrant's registration statement
           on Form S-11 (Registration No. 333-1666))

   4.3  Consulting Agreement dated July 3, 1996 between Prime Retail, L.P. and
           Marvin Traub Associates, Inc.

   4.4  Form of certificate for the Registrant's Common Stock, par value $.01
           per share (incorporated by reference to the same titled exhibit
           in the Registrant's Registration Statement on Form S-11
           (Registration No. 33-68536))

  5.1  Opinion of Winston & Strawn as to the legality of the securities 
           being registered

 23.1  Consent of Ernst & Young LLP

 23.2  Consent of Winston & Strawn (included in their opinion filed as 
          Exhibit 5.1)

 24.1  Powers of Attorney (included on the signature page hereof)

                                        -3-
ITEM 9.  UNDERTAKINGS

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being  made  of the  securities  registered  hereby,  a  post-effective
         amendment to this Registration Statement:

                           (i)     To include any prospectus required by Section
                   10(a)(3) of 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;

                           (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  paragraphs  (a)(1)(i) and  (a)(1)(ii) of this section do
                  not  apply  the  information  required  to  be  included  in a
                  post-effective  amendment by such  paragraphs  is contained in
                  periodic  reports  filed with or  furnished  to the SEC by the
                  Registrant  pursuant  to Section  13 or  Section  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  Registrant  hereby further  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 Section 15(d) of the
Exchange Act (and,  where  applicable,  each filing of the annual  report of the
employee  benefit  plans  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  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant has been advised that in the opinion of the SEC such  indemnification
is 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  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  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 Registrant 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.

                                      -4-
SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the  Registrant
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 Baltimore, Maryland on the 9th day of January, 1997.

                                 PRIME RETAIL, INC.

                                 By:   /s/ C. Alan Schroeder
                                       ----------------------------------------
                                       C. Alan Schroeder
                                       Senior Vice President and General Counsel

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints each of Abraham  Rosenthal,  William H.
Carpenter, Jr., Robert P. Mulreaney and C. Alan Schroeder as his true and lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments  (including  posteffective  amendments)  to this  Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto said  attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby ratifying and confirming all that each said attorney-in-fact and
agent or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration Statement has been signed below on January 9, 1997 by the following
persons in the capacities indicated:

  Signature                                              Title
  ---------                                             -------

 /s/ Michael W. Reschke                 Chairman of the Board and Director
-----------------------------
 Michael W. Reschke

 /s/ Abraham Rosenthal                   Chief Executive Officer (Principal
-----------------------------              Executive Officer) and Director
 Abraham Rosenthal                              

 /s/ William H. Carpenter, Jr.           President, Chief Operating 
------------------------------             Officer and Director
 William H. Carpenter, Jr.

 /s/ Robert P. Mulreaney                 Executive Vice President -- 
------------------------------             Chief Financial Officer and Treasurer
 Robert P. Mulreaney                       (Principal Financial Officer and 
                                           Principal Accounting Officer)

 /s/ Terence C. Golden                    Director
------------------------------
 Terence C. Golden

 /s/ Kenneth A. Randall                   Director
------------------------------
 Kenneth A. Randall

 /s/ James R. Thompson                    Director
------------------------------
 James R. Thompson

 /s/ Marvin S. Traub                      Director
------------------------------
 Marvin S. Traub

                                       -5-
EXHIBIT INDEX
                                  -------------
                                                                      SEQUENTIAL
EXHIBIT                                                                   PAGE
NUMBER                            DESCRIPTION                            NUMBER
------                            -----------                            ------

4.1   Prime Retail,  Inc. 1994 Stock  Incentive  Plan  (incorporated  by
          reference to the same titled exhibit in the Registrant's 
          registration statement on Form S-11 (Registration No. 33-68536))

4.2   Prime Retail,  Inc. 1995 Stock  Incentive  Plan  (incorporated  by
          reference to the same titled exhibit in the Registrant's 
          registration statement on Form S-11 (Registration No. 333-1666))

4.3   Consulting Agreement dated July 3, 1996 between Prime Retail, L.P.
          and Marvin Traub Associates, Inc.

4.4   Form of certificate for the  Registrant's  Common Stock, par value
          $.01 per share  (incorporated by reference to the same titled
           exhibit in the Registrant's Registration Statement on Form S-11 
          (Registration No. 33-68536))

5.1   Opinion of Winston & Strawn as to the  legality of the  securities
          being registered

23.1  Consent of Ernst & Young LLP

23.2  Consent of Winston & Strawn  (included in their  opinion filed as
          Exhibit 5.1)

24.1  Powers of Attorney (included on the signature page hereof)

                                           -6-