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                                         38-2559212

    (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, including 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.
                       1998 Long-Term Stock Incentive Plan
                      1998 Nonemployee Director Stock Plan
                        1999 Long-Term Incentive Program
                            (Full title of the Plans)
          ____________________________________________________________

                                C. Alan Schroeder
             Executive Vice President, General Counsel and Secretary
                               Prime Retail, Inc.
                              100 East Pratt Street
                                Nineteenth Floor
                            Baltimore, Maryland 21202
                                 (410) 234-0782
  (Name, address, telephone number, including area code, of agent for service)

                         Calculation of Registration Fee
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
         <S>                             <C>                  <C>                        <C>                   <C>    
                                                                Proposed maximum          Proposed maximum          Amount of
         Title of securities               Amount to be        Offering price per        Aggregate offering     registration fee
         to be registered (1)             registered (1)            share (2)                price (2)
------------------------------------------------------------------------------------------------------------------------------------
         Common Stock $0.01 par value     4,600,000 shares           $8.96875               $41,256,250.00          $11,469.24
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

(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(h)(1) of the  Securities  Act of 1933,  as
     amended  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 New York Stock Exchange as of
     April 21, 1999.
<PAGE>

REOFFER PROSPECTUS

                               PRIME RETAIL, INC.

                               4,600,000 SHARES OF
                     COMMON STOCK, $0.01 PAR VALUE PER SHARE


     This  Prospectus is being used in connection with the offering from time to
time by our executive  employees and directors,  herein  referred to as "selling
shareholders,"  of up to 4,600,000 shares of our Common Stock which have been or
will be  acquired  by such  persons  pursuant  to our 1999  Long-Term  Incentive
Program or  pursuant to the  exercise  of all or any portion of options  granted
under our 1994 Stock  Incentive  Plan, 1995 Stock Incentive Plan, 1998 Long-Term
Stock Incentive Plan,  1998  Nonemployee  Director Stock Plan and the Consulting
Agreement  between  Prime  Retail,  L.P. and Marvin Traub  Associates,  Inc. The
shares that have been so acquired  by such  persons  pursuant to these plans are
herein referred to as "restricted shares."

     The  restricted  shares may be offered  hereby from time to time by any and
all of the selling  shareholders for their own benefit.  We will not be entitled
to any of the proceeds from such sales.

     Our Common Stock is listed on the New York Stock  Exchange under the symbol
"PRT." The  reported  last sale price of our Common  Stock on the New York Stock
Exchange on April 21, 1999, was $8.875 per share.

     The  restricted  shares  have not  been  approved  by the SEC or any  state
securities  commission,  nor  have  these  organizations  determined  that  this
prospectus  is accurate or  complete.  Any  representation  to the contrary is a
criminal offense.
                   
                          The date of this Prospectus is April 27, 1999

<PAGE>

     No one  (including any salesman or broker) is authorized to provide oral or
written information about this offering that is not included in this Prospectus.

                                TABLE OF CONTENTS

WHERE YOU CAN FIND MORE INFORMATION..........................................5
ABOUT PRIME RETAIL, INC......................................................5
USE OF PROCEEDS..............................................................6
SELLING SHAREHOLDERS.........................................................6
PLAN OF DISTRIBUTION.........................................................9
LEGAL OPINION................................................................9
EXPERTS......................................................................9

                           __________________________


                           FORWARD-LOOKING STATEMENTS

     This prospectus and the documents  incorporated by reference herein include
forward-looking  statements.  We have based these forward-looking  statements on
our current  expectations,  estimates and  projections.  Statements that are not
historical facts,  including statements about our beliefs and expectations,  are
forward-looking  statements.  These  statements  concern  matters  that  involve
potential  risks and  uncertainties  and,  therefore,  actual results may differ
materially.  In  light  of  these  risks,  uncertainties  and  assumptions,  the
forward-looking   events   discussed  in  this   prospectus  and  the  documents
incorporated by reference herein might not occur. Prime Retail,  Inc. undertakes
no obligation to update publicly any  forward-looking  statements,  whether as a
result of new information, future events or otherwise.

     Important  facts  that  may  affect  these   expectations,   estimates  and
projections include, but are not limited to the:

          - effect of future events on our financial performance; 

          - risk that we may be unable to finance  our planned  acquisition  and
          development activities;

          - risks related to the retail industry in which we compete,  including
          the potential adverse impact of external  factors,  such as inflation,
          consumer  confidence,  unemployment  rates  and  consumer  tastes  and
          preferences;

          - risks associated with our property acquisitions, such as the lack of
          predictability with respect to financial returns;

          - risks associated with our property development  activities,  such as
          the potential for cost overruns, delays and the lack of predictability
          with  respect  to  the  financial   returns   associated   with  these
          development activities; and

          -  risks  associated  with  the  real  estate  ownership,  such as the
          potential  adverse impact of changes in local economic  climate on the
          revenues and the value of our properties.

<PAGE>

                       WHERE YOU CAN FIND MORE INFORMATION

     We file annual,  quarterly and special reports,  proxy statements and other
information  with the SEC.  You may  read and copy any  document  we file at the
SEC's  public  reference  rooms in  Washington,  D.C.,  New  York,  New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public  reference rooms. Our SEC filings are also available to the public
from the SEC's web site at http://www.sec.gov.

     The SEC allows us to  "incorporate  by reference"  the  information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents.  The information  incorporated by reference is
considered to be part of this  Prospectus,  and later  information  that we file
with the SEC will  automatically  update  and  supersede  this  information.  We
incorporate by reference the documents  listed below and any future filings made
with the SEC  under  Sections  13(a),  13(c),  14,  or  15(d) of the  Securities
Exchange Act of 1934 until the selling  shareholders  sell all the shares.  This
Prospectus  is  part  of  a  registration   statement  we  filed  with  the  SEC
(Registration No. ____).

               (a) The  Registrant's  annual  report  on Form  10-K for the year
                   ended December 31, 1998; 
               (b) The  Registrant's  current report on Form 8-K dated April 6,
                   1999.
               (c) The description of the Registrant's  Common Stock,  $0.01 par
                   value per share (the "Common Stock"),  contained in the
                   registration  statement on Form 8-A of Prime Retail, Inc.,
                   one of our predecessors  ("Former Prime"),  filed pursuant
                   to Section 12(g) of the Securities  Exchange Act of 1934, as
                   amended (the "Exchange  Act"),  including any subsequent
                   amendment or any report or other filing with the SEC updating
                   such description.

     You may  request  a copy of  these  filings,  at no  cost,  by  writing  or
telephoning us at the following address:

               Prime  Retail,  Inc.  
               100  East  Pratt  Street  
               Nineteenth  Floor
               Baltimore,  Maryland 21202 
               Attention:  Corporate  Secretary 
               (410) 234-0782

     You  should  rely only on the  information  incorporated  by  reference  or
provided in this  prospectus or any  supplement.  We have not authorized  anyone
else to provide you with different  information.  The selling  shareholders will
not make an offer of these shares in any state where the offer is not permitted.
You should not assume that the  information in this prospectus or any supplement
is accurate as of any date other than the date on the front of those documents.

                            ABOUT PRIME RETAIL, INC.

     Prime Retail,  Inc. is a  self-administered  and  self-managed  real estate
investment trust ("REIT") engaged in the ownership,  development, and management
of  factory  outlet  centers in the United  States.  We believe  that we are the
largest owner and operator of factory outlet centers in the United States. As of
<PAGE>
December 31, 1998,  our portfolio  consisted of 50 factory  outlet centers in 26
states  totaling  over 14.3 million  square feet of gross  leasable  area.  As a
fully-integrated  real  estate  firm,  we  provide  development,   construction,
finance, leasing, marketing and management services for all of the properties in
our  portfolio.  Our  properties are held and all of our business and operations
are conducted through Prime Retail,  L.P. (the "Operating  Partnership"),  which
owns  equity  interests  in various  subsidiary  partnerships.  We  control  the
Operating  Partnership  as its sole general  partner and are dependent  upon the
distributions or other payments from the Operating  Partnership in order to meet
our financial  obligations.  Our executive offices are located at 100 East Pratt
Street, Nineteenth Floor, Baltimore, Maryland 21202, and our telephone number is
(410) 234-0782.

                                 USE OF PROCEEDS

     We will not receive any proceeds from the sale of shares of Common Stock by
the selling shareholders.

                              SELLING SHAREHOLDERS

     This Prospectus  relates to shares of Common Stock that have been or may be
acquired under our 1999 Long-Term  Incentive Program or pursuant to the exercise
of all or any portion of options  granted under our 1994 Stock  Incentive  Plan,
1995 Stock Incentive Plan, 1998 Long-Term Stock Incentive Plan, 1998 Nonemployee
Director Stock Plan and the Consulting  Agreement between Prime Retail, L.P. and
Marvin  Traub  Associates,  Inc.  (collectively,  the  "Plans")  by the  selling
shareholders. The address of each selling shareholder is c/o Prime Retail, Inc.,
100 East Pratt Street, Nineteenth Floor, Baltimore, Maryland 21202.

     The selling  shareholders  are  executive  employees and directors of Prime
Retail,  Inc. The following table sets forth the name and principal  position or
positions  over the past three years with Prime  Retail,  Inc.  of each  selling
shareholder  and  (a)  the  number  of  shares  of  Common  Stock  each  selling
shareholder  beneficially owned prior to this offering; (b) the number of shares
of Common Stock acquired by each selling  shareholder  pursuant to the Plans and
being  registered  hereby,  some or all of which shares may be sold  pursuant to
this  Prospectus;  and  (c)  the  number  of  shares  of  Common  Stock  and the
percentage,  if 1% or more, of the total class of Common Stock outstanding to be
beneficially owned by each selling shareholder following this offering, assuming
the sale  pursuant  to this  offering  of all shares  acquired  by such  selling
shareholders pursuant to the Plans and registered hereby.

     This table reflects all selling shareholders who are eligible to resell and
the  number of shares of Common  Stock  available  to be resold by such  selling
shareholders.  There is no assurance that any of the selling  shareholders  will
sell any or all of such shares offered by them hereunder.
<PAGE>
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                                     Shares                Shares Covered by    Shares Beneficially
 Selling Shareholders and the Principal Positions with             Beneficially                this              Owned After this
                  Prime Retail, Inc.                                 Owned (1)              Prospectus (2)          Offering (3)
<S>                                                                <C>                     <C>                  <C>    

------------------------------------------------------------------------------------------------------------------------------------
Michael W. Reschke (4)                                               8,125,600                466,831               7,758,770
Chairman of the Board and Director                                                                                      (15.3%)
------------------------------------------------------------------------------------------------------------------------------------
Abraham Rosenthal (5)                                                  724,089                375,000                 449,090
Chief Executive Officer and Director                                                                                     (1.0%)
------------------------------------------------------------------------------------------------------------------------------------
William H. Carpenter, Jr. (6)                                          703,961                375,000                 428,962
President, Chief Operating Officer and Director                                                                          (1.0%)
------------------------------------------------------------------------------------------------------------------------------------
Glenn D. Reschke (7)                                                   403,337                 99,437                 303,900
Executive Vice President - Development and
Acquisitions and Director
------------------------------------------------------------------------------------------------------------------------------------
David G. Phillips (8)                                                  246,807                215,687                 111,120
Executive Vice President - Operations and Marketing
------------------------------------------------------------------------------------------------------------------------------------
Robert P. Mulreaney                                                     92,931                 85,687                   7,244
Executive Vice President - Chief Financial Officer and
Treasurer
------------------------------------------------------------------------------------------------------------------------------------
C.Alan Schroeder                                                        88,807                 82,687                   6,120
Executive Vice President - General Counsel and
Secretary
------------------------------------------------------------------------------------------------------------------------------------
R. Bruce Armiger                                                        47,344                 47,344                       0
Senior Vice President - Development
------------------------------------------------------------------------------------------------------------------------------------
Steven S. Gothelf                                                        48,269                47,344                     925
Senior Vice President - Finance
------------------------------------------------------------------------------------------------------------------------------------
Frederick J. Meno                                                        25,000                25,000                       0
Senior Vice President - Operations
------------------------------------------------------------------------------------------------------------------------------------
John S. Mastin                                                           40,344                40,344                       0
Senior Vice President - Leasing
------------------------------------------------------------------------------------------------------------------------------------
Anya T. Harris                                                           43,963                41,844                   2,119
Senior Vice President - Marketing and Communications
------------------------------------------------------------------------------------------------------------------------------------
William P. Dickey                                                        15,864                 5,000                  10,864
Director
------------------------------------------------------------------------------------------------------------------------------------
Terence C. Golden                                                        22,500                20,000                   2,500
Director
------------------------------------------------------------------------- ----------------------------------------------------------
Norman Perlmutter (9)                                                   819,603                 5,000                 814,603
Director                                                                                                                 (1.9%)
------------------------------------------------------------------------------------------------------------------------------------
Robert D. Perlmutter                                                     11,268                 5,000                   6,268
Director
------------------------------------------------------------------------------------------------------------------------------------
Kenneth A. Randall (10)                                                  20,500                20,000                     500
Director
------------------------------------------------------------------------------------------------------------------------------------
Sharon Sharp                                                             10,000                10,000                       0
Director
------------------------------------------------------------------------------------------------------------------------------------
James R. Thompson                                                        20,500                20,000                     500
Director
------------------------------------------------------------------------------------------------------------------------------------
Marvin S. Traub (11)                                                     66,577                65,000                   1,577
Director
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

_______________

(1)  Information  presented  (i) assumes  exchange or conversion of Common Units
     and shares of Series B Preferred  Stock owned by such  selling  shareholder
     for shares of Common  Stock,  (ii) includes  vested and unvested  shares of
     restricted  stock,  granted to such  selling  shareholder  pursuant  to the
     Plans,  as to which the holder  has voting  rights and the right to receive
     distributions  and (iii)  includes  shares of Common  Stock  issuable  upon
     exercise of stock options granted to such selling  shareholder  pursuant to
     the Plans which have  vested or will vest  within  sixty (60) days of April
     15, 1999.

(2)  Information  presented assumes the exercise of all stock options for shares
     of Common Stock granted to such selling shareholder pursuant to the Plans.

(3)  Information  presented  assumes  the sale of all  shares  of  Common  Stock
     offered by this Prospectus.

(4)  Information presented includes 7,344,629 Common Units and 250,000 shares of
     Common Stock held by The Prime Group,  Inc.  ("PGI") (Mr. M. Reschke is the
     Chairman  and  Chief   Executive   Officer  of  PGI)  and  certain  limited
     partnerships  affiliated with PGI,  194,548 shares of Common Stock owned by
     Mr. M. Reschke,  11,424  shares of Common Stock  issuable to Mr. M. Reschke
     upon  conversion  of the 9,552 shares of Series B Preferred  Stock owned by
     him, and 324,999  shares of Common Stock which Mr. M. Reschke has the right
     to acquire upon exercise of stock options granted pursuant to the Plans.

(5)  Information  presented includes 371,090 Common Units,  125,000 of which are
     held by a limited liability company  controlled by Mr. Rosenthal and 18,198
     of which are held in trust for Mr. Rosenthal's  children,  28,000 shares of
     Common  Stock,  10,000  of which  are owned by Ms.  Joanne  Rosenthal,  Mr.
     Rosenthal's  wife,  274,999 shares of Common Stock which  Mr. Rosenthal has
     the right to acquire upon exercise of stock options granted pursuant to the
     Plans and 50,000 Common Units which  Mr. Rosenthal has the right to acquire
     upon exercise of certain options granted by PGI.

(6)  Information  presented includes 371,090 Common Units,  125,000 of which are
     held by a limited  liability  company  controlled by  Mr. Carpenter,  4,284
     shares of Common Stock owned by Mr. Carpenter's  children,  3,588 shares of
     Common Stock issuable to Mr.  Carpenter upon conversion of the 3,000 shares
     of Series B Preferred  Stock owned by him,  274,999  shares of Common Stock
     which Mr. Carpenter has the right to acquire upon exercise of stock options
     granted  pursuant to the Plans and 50,000 Common Units which  Mr. Carpenter
     has the right to acquire upon exercise of certain options granted by PGI.

(7)  Information  presented  includes  251,300  Common  Units  which are held by
     Reschke  I LLC,  68,287  shares of Common  Stock  owned by Mr. G.  Reschke,
     80,000 shares of Common Stock which Mr. G. Reschke has the right to acquire
     upon the exercise of stock options granted  pursuant to the Plans and 3,750
     shares of Common Stock which Ms. Tina M. Reschke,  Mr. G.  Reschke's  wife,
     has the  right to  acquire  upon the  exercise  of  stock  options  granted
     pursuant to the Plans.  Mr. G. Reschke  disclaims  beneficial  ownership of
     such shares pursuant to Section 13d-4 of the Exchange Act.
<PAGE>
(8)  Information  presented includes 26,687 shares of Common Stock, 500 of which
     are held in trust for Mr.  Phillips'  children,  120 shares of Common Stock
     issuable  to  Mr. Phillips  upon  conversion  of the 100 shares of Series B
     Preferred  Stock  owned  by him,  120,000  shares  of  Common  Stock  which
     Mr. Phillips  has the  right to  acquire  upon  exercise  of stock  options
     granted  pursuant to the Plans and 100,000 Common Units which Mr.  Phillips
     has the right to acquire upon exercise of certain options granted by PGI.

(9)  Information  presented  includes 802 shares of Common Stock owned by Mr. N.
     Perlmutter, 940 shares of Common Stock owned by Ms. Cheryl McArthur, Mr. N.
     Perlmutter's wife, 320 shares of Common Stock issuable to Mr. N. Perlmutter
     upon conversion of the 268 shares of Series B Preferred Stock owned by him,
     2,380 shares of Common Stock  issuable to Ms.  McArthur upon  conversion of
     the 1,734 shares of Series B Preferred  Stock owned by her,  690,653 Common
     Units owned by Ms. McArthur and 124,508 shares of Common Stock which Mr. N.
     Perlmutter has the right to acquire upon exercise of certain stock options,
     5,000 of which were granted pursuant to the Plans.

(10) Information  presented  includes  500 shares of Common  Stock  owned by Mr.
     Randall's wife, and 20,000 shares of Common Stock which Mr. Randall has the
     right to acquire upon  exercise of stock  options  granted  pursuant to the
     Plans.

(11) Information  presented  includes 45,000 shares of Common Stock which Marvin
     Traub Associates,  an affiliate of Mr. Traub, has the right to acquire upon
     exercise of stock options granted pursuant to the Plans.

     If necessary,  we will include other  information  about any of the selling
shareholders in a prospectus supplement.

                              PLAN OF DISTRIBUTION

     The selling shareholders may sell the shares in one or more transactions on
the New York Stock  Exchange,  in  special  offerings,  exchange  distributions,
secondary distributions, negotiated transactions, or a combination of such. They
may sell at market prices at the time of sale,  at prices  related to the market
price or at negotiated  prices.  We are  indemnifying  the selling  shareholders
against certain liabilities,  including  liabilities under the Securities Act of
1933, as amended.

                                  LEGAL OPINION

     Winston  &  Strawn,  Chicago,  Illinois  will  issue an  opinion  about the
legality of the shares for us and for the selling  shareholders.  The  Honorable
James R. Thompson, a partner in Winston & Strawn, is one of our directors.
<PAGE>

                                     EXPERTS

     The consolidated  financial  statements of Prime Retail,  Inc. appearing in
the Prime Retail, Inc. Annual Report (Form 10-K) for the year ended December 31,
1998, have been audited by Ernst & Young LLP, independent auditors, as set forth
in the report  included  therein  and  incorporated  herein by  reference.  Such
consolidated  financial  statements  are  incorporated  herein by  reference  in
reliance  upon such  report  given on the  authority  of such firm as experts in
accounting and auditing. 
<PAGE>

                                     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 year ended December 31,
     1998;

(b)  The Registrant's current report on Form 8-K dated April 6, 1999.

(c)  The description of the Registrant's Common Stock, $0.01 par value per share
     (the "Common Stock"),  contained in the registration  statement on Form 8-A
     of Prime Retail,  Inc., one of our  predecessors  ("Former  Prime"),  filed
     pursuant  to  Section  12(g) of the  Securities  Exchange  Act of 1934,  as
     amended (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 chairman of Winston & Strawn.

Item 6.  Indemnification of Directors and Officers

     The  Registrant's  Amended  and  Restated  Articles  of  Incorporation,  as
amended, and Amended and Restated 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
<PAGE>
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  Former Prime's 1994 Stock Incentive Plan  (incorporated by reference to the
     same titled exhibit in Former Prime's  registration  statement on Form S-11
     (Registration No. 33-68536))

4.2  Former Prime's 1995 Stock Incentive Plan  (incorporated by reference to the
     same titled exhibit in Former Prime's  registration  statement on Form S-11
     (Registration No. 33-1666))

4.3  Consulting  Agreement  dated July 3, 1996 between  Prime  Retail,  L.P. and
     Marvin Traub Associates, Inc. (incorporated by reference to the same titled
     exhibit in Former  Prime's  Annual  Report on Form 10-K for the fiscal year
     ended December 31, 1996 (File No. 0-23615))

4.4  Registrant's 1998 Long-Term Stock Incentive Plan (incorporated by reference
     to Appendix J in the Registrant's  registration statement on Form S-4 dated
     May 12, 1998 (Registration No. 333-51285))

4.5  First Amendment of the Registrant's 1998 Long-Term Stock Incentive Plan

4.6  Registrant's  1998  Nonemployee   Director  Stock  Plan   (incorporated  by
     reference to Appendix I in the Registrant's  registration statement on Form
     S-4 dated May 12, 1998 (Registration No. 333-51285))
<PAGE>

4.7  Description of Registrant's 1999 Long-Term Incentive Program  (incorporated
     by reference to the same titled exhibit in the  Registrant's  Annual Report
     on Form  10-K for the  fiscal  year  ended  December  31,  1998  (File  No.
     0-23616))

4.8  Form of certificate for Prime Retail,  Inc.'s Common Stock, $0.01 par value
     per share  (incorporated  by reference to the same titled exhibit in Former
     Prime's  Annual Report on Form 10-K for the fiscal year ended  December 31,
     1996 (File No. 0-23616))

5.1  Opinion  of Winston & Strawn as to the  legality  of the  securities  being
     registered dated April 27, 1999

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)
<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 if 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.

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  ground 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,  State of Maryland,  on this 27th day of
April, 1999.

                           PRIME RETAIL, INC.

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

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below,  hereby  constitutes and appoints each of Abraham  Rosenthal,  William H.
Carpenter, Jr., Robert P. Mulreaney and C. Alan Schroeder as his or her true and
lawful  attorneys-in-fact  and  agents,  with  full  power of  substitution  and
resubstitution for him or her or in his or her name, place and stead, in any and
all  capacities,  to  sign  any  and all  amendments  (including  post-effective
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 each said attorney-in-fact and
agent full power and  authority  to do and perform  each and every act and thing
requisite and necessary in connection  with such matters as fully to all intents
and  purposes  as he or she 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  by  the  following  persons  in  the
capacities indicated as of the 27th day of April, 1999.

        SIGNATURE                                               TITLE
        ---------                                               -----


/s/ Michael W. Reschke                        Chairman of the Board of Directors
----------------------------            
    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/ Glenn D. Reschke                          Executive Vice President--
-----------------------------                 Development and Acquisitions and
    Glenn D. Reschke                          Director

<PAGE>

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


/s/ William P. Dickey                         Director
---------------------------- 
    William P. Dickey


----------------------------                  Director
    Terence C. Golden


/s/ Norman Perlmutter                         Director
---------------------------- 
    Norman Perlmutter


/s/ Robert D. Perlmutter                      Director
---------------------------- 
    Robert D. Perlmutter


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


/s/ Sharon Sharp                              Director
---------------------------- 
    Sharon Sharp


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


----------------------------                  Director
    Marvin S. Traub


<PAGE>

                                  EXHIBIT INDEX


Exhibit #                  Description


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

4.2  Former Prime's 1995 Stock Incentive Plan  (incorporated by reference to the
     same titled exhibit in Former Prime's  registration  statement on Form S-11
     (Registration No. 33-1666))

4.3  Consulting  Agreement  dated July 3, 1996 between  Prime  Retail,  L.P. and
     Marvin Traub Associates, Inc. (incorporated by reference to the same titled
     exhibit in Former  Prime's  Annual  Report on Form 10-K for the fiscal year
     ended December 31, 1996 (File No. 0-23615))

4.4  Registrant's 1998 Long-Term Stock Incentive Plan (incorporated by reference
     to Appendix J in the Registrant's  registration statement on Form S-4 dated
     May 12, 1998 (Registration No. 333-51285))

4.5  First Amendment of the Registrant's 1998 Long-Term Stock Incentive Plan

4.6  Registrant's  1998  Nonemployee   Director  Stock  Plan   (incorporated  by
     reference to Appendix I in the Registrant's  registration statement on Form
     S-4 dated May 12, 1998 (Registration No. 333-51285))

4.7  Description of Registrant's 1999 Long-Term Incentive Program  (incorporated
     by reference to the same titled exhibit in the  Registrant's  Annual Report
     on Form  10-K for the  fiscal  year  ended  December  31,  1998  (File  No.
     0-23616))

4.8  Form of certificate for Prime Retail,  Inc.'s Common Stock, $0.01 par value
     per share  (incorporated  by reference to the same titled exhibit in Former
     Prime's  Annual Report on Form 10-K for the fiscal year ended  December 31,
     1996 (File No. 0-23616))

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)
[{"type": "S-8", "sequence": "1", "description": "APRIL 27, 1999", "secsgml_size_bytes": 45234}]
{"company-data": {"conformed-name": "PRIME RETAIL INC/BD/", "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": "333-77123", "film-number": "99602076"}, "business-address": {"street1": "100 E PRATT ST", "street2": "1900 FLOOR", "city": "BALTIMORE", "state": "MD", "zip": "21202", "phone": "4102340782"}, "mail-address": {"street1": "100 EAST PRATT STREET", "street2": "1900 FLOOR", "city": "BALTIMORE", "state": "MD", "zip": "21202"}}
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                                         38-2559212

    (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, including 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.
                       1998 Long-Term Stock Incentive Plan
                      1998 Nonemployee Director Stock Plan
                        1999 Long-Term Incentive Program
                            (Full title of the Plans)
          ____________________________________________________________

                                C. Alan Schroeder
             Executive Vice President, General Counsel and Secretary
                               Prime Retail, Inc.
                              100 East Pratt Street
                                Nineteenth Floor
                            Baltimore, Maryland 21202
                                 (410) 234-0782
  (Name, address, telephone number, including area code, of agent for service)

                         Calculation of Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Proposed maximum          Proposed maximum          Amount of
         Title of securities               Amount to be        Offering price per        Aggregate offering     registration fee
         to be registered (1)             registered (1)            share (2)                price (2)
------------------------------------------------------------------------------------------------------------------------------------
         Common Stock $0.01 par value     4,600,000 shares           $8.96875               $41,256,250.00          $11,469.24
------------------------------------------------------------------------------------------------------------------------------------
(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(h)(1) of the  Securities  Act of 1933,  as
     amended  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 New York Stock Exchange as of
     April 21, 1999.
REOFFER PROSPECTUS

                               PRIME RETAIL, INC.

                               4,600,000 SHARES OF
                     COMMON STOCK, $0.01 PAR VALUE PER SHARE

     This  Prospectus is being used in connection with the offering from time to
time by our executive  employees and directors,  herein  referred to as "selling
shareholders,"  of up to 4,600,000 shares of our Common Stock which have been or
will be  acquired  by such  persons  pursuant  to our 1999  Long-Term  Incentive
Program or  pursuant to the  exercise  of all or any portion of options  granted
under our 1994 Stock  Incentive  Plan, 1995 Stock Incentive Plan, 1998 Long-Term
Stock Incentive Plan,  1998  Nonemployee  Director Stock Plan and the Consulting
Agreement  between  Prime  Retail,  L.P. and Marvin Traub  Associates,  Inc. The
shares that have been so acquired  by such  persons  pursuant to these plans are
herein referred to as "restricted shares."

     The  restricted  shares may be offered  hereby from time to time by any and
all of the selling  shareholders for their own benefit.  We will not be entitled
to any of the proceeds from such sales.

     Our Common Stock is listed on the New York Stock  Exchange under the symbol
"PRT." The  reported  last sale price of our Common  Stock on the New York Stock
Exchange on April 21, 1999, was $8.875 per share.

     The  restricted  shares  have not  been  approved  by the SEC or any  state
securities  commission,  nor  have  these  organizations  determined  that  this
prospectus  is accurate or  complete.  Any  representation  to the contrary is a
criminal offense.
                   
                          The date of this Prospectus is April 27, 1999
No one  (including any salesman or broker) is authorized to provide oral or
written information about this offering that is not included in this Prospectus.

                                TABLE OF CONTENTS

WHERE YOU CAN FIND MORE INFORMATION..........................................5
ABOUT PRIME RETAIL, INC......................................................5
USE OF PROCEEDS..............................................................6
SELLING SHAREHOLDERS.........................................................6
PLAN OF DISTRIBUTION.........................................................9
LEGAL OPINION................................................................9
EXPERTS......................................................................9

                           __________________________

                           FORWARD-LOOKING STATEMENTS

     This prospectus and the documents  incorporated by reference herein include
forward-looking  statements.  We have based these forward-looking  statements on
our current  expectations,  estimates and  projections.  Statements that are not
historical facts,  including statements about our beliefs and expectations,  are
forward-looking  statements.  These  statements  concern  matters  that  involve
potential  risks and  uncertainties  and,  therefore,  actual results may differ
materially.  In  light  of  these  risks,  uncertainties  and  assumptions,  the
forward-looking   events   discussed  in  this   prospectus  and  the  documents
incorporated by reference herein might not occur. Prime Retail,  Inc. undertakes
no obligation to update publicly any  forward-looking  statements,  whether as a
result of new information, future events or otherwise.

     Important  facts  that  may  affect  these   expectations,   estimates  and
projections include, but are not limited to the:

          - effect of future events on our financial performance; 

          - risk that we may be unable to finance  our planned  acquisition  and
          development activities;

          - risks related to the retail industry in which we compete,  including
          the potential adverse impact of external  factors,  such as inflation,
          consumer  confidence,  unemployment  rates  and  consumer  tastes  and
          preferences;

          - risks associated with our property acquisitions, such as the lack of
          predictability with respect to financial returns;

          - risks associated with our property development  activities,  such as
          the potential for cost overruns, delays and the lack of predictability
          with  respect  to  the  financial   returns   associated   with  these
          development activities; and

          -  risks  associated  with  the  real  estate  ownership,  such as the
          potential  adverse impact of changes in local economic  climate on the
          revenues and the value of our properties.
WHERE YOU CAN FIND MORE INFORMATION

     We file annual,  quarterly and special reports,  proxy statements and other
information  with the SEC.  You may  read and copy any  document  we file at the
SEC's  public  reference  rooms in  Washington,  D.C.,  New  York,  New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public  reference rooms. Our SEC filings are also available to the public
from the SEC's web site at http://www.sec.gov.

     The SEC allows us to  "incorporate  by reference"  the  information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents.  The information  incorporated by reference is
considered to be part of this  Prospectus,  and later  information  that we file
with the SEC will  automatically  update  and  supersede  this  information.  We
incorporate by reference the documents  listed below and any future filings made
with the SEC  under  Sections  13(a),  13(c),  14,  or  15(d) of the  Securities
Exchange Act of 1934 until the selling  shareholders  sell all the shares.  This
Prospectus  is  part  of  a  registration   statement  we  filed  with  the  SEC
(Registration No. ____).

               (a) The  Registrant's  annual  report  on Form  10-K for the year
                   ended December 31, 1998; 
               (b) The  Registrant's  current report on Form 8-K dated April 6,
                   1999.
               (c) The description of the Registrant's  Common Stock,  $0.01 par
                   value per share (the "Common Stock"),  contained in the
                   registration  statement on Form 8-A of Prime Retail, Inc.,
                   one of our predecessors  ("Former Prime"),  filed pursuant
                   to Section 12(g) of the Securities  Exchange Act of 1934, as
                   amended (the "Exchange  Act"),  including any subsequent
                   amendment or any report or other filing with the SEC updating
                   such description.

     You may  request  a copy of  these  filings,  at no  cost,  by  writing  or
telephoning us at the following address:

               Prime  Retail,  Inc.  
               100  East  Pratt  Street  
               Nineteenth  Floor
               Baltimore,  Maryland 21202 
               Attention:  Corporate  Secretary 
               (410) 234-0782

     You  should  rely only on the  information  incorporated  by  reference  or
provided in this  prospectus or any  supplement.  We have not authorized  anyone
else to provide you with different  information.  The selling  shareholders will
not make an offer of these shares in any state where the offer is not permitted.
You should not assume that the  information in this prospectus or any supplement
is accurate as of any date other than the date on the front of those documents.

                            ABOUT PRIME RETAIL, INC.

     Prime Retail,  Inc. is a  self-administered  and  self-managed  real estate
investment trust ("REIT") engaged in the ownership,  development, and management
of  factory  outlet  centers in the United  States.  We believe  that we are the
largest owner and operator of factory outlet centers in the United States. As of
December 31, 1998,  our portfolio  consisted of 50 factory  outlet centers in 26
states  totaling  over 14.3 million  square feet of gross  leasable  area.  As a
fully-integrated  real  estate  firm,  we  provide  development,   construction,
finance, leasing, marketing and management services for all of the properties in
our  portfolio.  Our  properties are held and all of our business and operations
are conducted through Prime Retail,  L.P. (the "Operating  Partnership"),  which
owns  equity  interests  in various  subsidiary  partnerships.  We  control  the
Operating  Partnership  as its sole general  partner and are dependent  upon the
distributions or other payments from the Operating  Partnership in order to meet
our financial  obligations.  Our executive offices are located at 100 East Pratt
Street, Nineteenth Floor, Baltimore, Maryland 21202, and our telephone number is
(410) 234-0782.

                                 USE OF PROCEEDS

     We will not receive any proceeds from the sale of shares of Common Stock by
the selling shareholders.

                              SELLING SHAREHOLDERS

     This Prospectus  relates to shares of Common Stock that have been or may be
acquired under our 1999 Long-Term  Incentive Program or pursuant to the exercise
of all or any portion of options  granted under our 1994 Stock  Incentive  Plan,
1995 Stock Incentive Plan, 1998 Long-Term Stock Incentive Plan, 1998 Nonemployee
Director Stock Plan and the Consulting  Agreement between Prime Retail, L.P. and
Marvin  Traub  Associates,  Inc.  (collectively,  the  "Plans")  by the  selling
shareholders. The address of each selling shareholder is c/o Prime Retail, Inc.,
100 East Pratt Street, Nineteenth Floor, Baltimore, Maryland 21202.

     The selling  shareholders  are  executive  employees and directors of Prime
Retail,  Inc. The following table sets forth the name and principal  position or
positions  over the past three years with Prime  Retail,  Inc.  of each  selling
shareholder  and  (a)  the  number  of  shares  of  Common  Stock  each  selling
shareholder  beneficially owned prior to this offering; (b) the number of shares
of Common Stock acquired by each selling  shareholder  pursuant to the Plans and
being  registered  hereby,  some or all of which shares may be sold  pursuant to
this  Prospectus;  and  (c)  the  number  of  shares  of  Common  Stock  and the
percentage,  if 1% or more, of the total class of Common Stock outstanding to be
beneficially owned by each selling shareholder following this offering, assuming
the sale  pursuant  to this  offering  of all shares  acquired  by such  selling
shareholders pursuant to the Plans and registered hereby.

     This table reflects all selling shareholders who are eligible to resell and
the  number of shares of Common  Stock  available  to be resold by such  selling
shareholders.  There is no assurance that any of the selling  shareholders  will
sell any or all of such shares offered by them hereunder.
------------------------------------------------------------------------------------------------------------------------------------
                                                                     Shares                Shares Covered by    Shares Beneficially
 Selling Shareholders and the Principal Positions with             Beneficially                this              Owned After this
                  Prime Retail, Inc.                                 Owned (1)              Prospectus (2)          Offering (3)
------------------------------------------------------------------------------------------------------------------------------------
Michael W. Reschke (4)                                               8,125,600                466,831               7,758,770
Chairman of the Board and Director                                                                                      (15.3%)
------------------------------------------------------------------------------------------------------------------------------------
Abraham Rosenthal (5)                                                  724,089                375,000                 449,090
Chief Executive Officer and Director                                                                                     (1.0%)
------------------------------------------------------------------------------------------------------------------------------------
William H. Carpenter, Jr. (6)                                          703,961                375,000                 428,962
President, Chief Operating Officer and Director                                                                          (1.0%)
------------------------------------------------------------------------------------------------------------------------------------
Glenn D. Reschke (7)                                                   403,337                 99,437                 303,900
Executive Vice President - Development and
Acquisitions and Director
------------------------------------------------------------------------------------------------------------------------------------
David G. Phillips (8)                                                  246,807                215,687                 111,120
Executive Vice President - Operations and Marketing
------------------------------------------------------------------------------------------------------------------------------------
Robert P. Mulreaney                                                     92,931                 85,687                   7,244
Executive Vice President - Chief Financial Officer and
Treasurer
------------------------------------------------------------------------------------------------------------------------------------
C.Alan Schroeder                                                        88,807                 82,687                   6,120
Executive Vice President - General Counsel and
Secretary
------------------------------------------------------------------------------------------------------------------------------------
R. Bruce Armiger                                                        47,344                 47,344                       0
Senior Vice President - Development
------------------------------------------------------------------------------------------------------------------------------------
Steven S. Gothelf                                                        48,269                47,344                     925
Senior Vice President - Finance
------------------------------------------------------------------------------------------------------------------------------------
Frederick J. Meno                                                        25,000                25,000                       0
Senior Vice President - Operations
------------------------------------------------------------------------------------------------------------------------------------
John S. Mastin                                                           40,344                40,344                       0
Senior Vice President - Leasing
------------------------------------------------------------------------------------------------------------------------------------
Anya T. Harris                                                           43,963                41,844                   2,119
Senior Vice President - Marketing and Communications
------------------------------------------------------------------------------------------------------------------------------------
William P. Dickey                                                        15,864                 5,000                  10,864
Director
------------------------------------------------------------------------------------------------------------------------------------
Terence C. Golden                                                        22,500                20,000                   2,500
Director
------------------------------------------------------------------------- ----------------------------------------------------------
Norman Perlmutter (9)                                                   819,603                 5,000                 814,603
Director                                                                                                                 (1.9%)
------------------------------------------------------------------------------------------------------------------------------------
Robert D. Perlmutter                                                     11,268                 5,000                   6,268
Director
------------------------------------------------------------------------------------------------------------------------------------
Kenneth A. Randall (10)                                                  20,500                20,000                     500
Director
------------------------------------------------------------------------------------------------------------------------------------
Sharon Sharp                                                             10,000                10,000                       0
Director
------------------------------------------------------------------------------------------------------------------------------------
James R. Thompson                                                        20,500                20,000                     500
Director
------------------------------------------------------------------------------------------------------------------------------------
Marvin S. Traub (11)                                                     66,577                65,000                   1,577
Director
------------------------------------------------------------------------------------------------------------------------------------
_______________

(1)  Information  presented  (i) assumes  exchange or conversion of Common Units
     and shares of Series B Preferred  Stock owned by such  selling  shareholder
     for shares of Common  Stock,  (ii) includes  vested and unvested  shares of
     restricted  stock,  granted to such  selling  shareholder  pursuant  to the
     Plans,  as to which the holder  has voting  rights and the right to receive
     distributions  and (iii)  includes  shares of Common  Stock  issuable  upon
     exercise of stock options granted to such selling  shareholder  pursuant to
     the Plans which have  vested or will vest  within  sixty (60) days of April
     15, 1999.

(2)  Information  presented assumes the exercise of all stock options for shares
     of Common Stock granted to such selling shareholder pursuant to the Plans.

(3)  Information  presented  assumes  the sale of all  shares  of  Common  Stock
     offered by this Prospectus.

(4)  Information presented includes 7,344,629 Common Units and 250,000 shares of
     Common Stock held by The Prime Group,  Inc.  ("PGI") (Mr. M. Reschke is the
     Chairman  and  Chief   Executive   Officer  of  PGI)  and  certain  limited
     partnerships  affiliated with PGI,  194,548 shares of Common Stock owned by
     Mr. M. Reschke,  11,424  shares of Common Stock  issuable to Mr. M. Reschke
     upon  conversion  of the 9,552 shares of Series B Preferred  Stock owned by
     him, and 324,999  shares of Common Stock which Mr. M. Reschke has the right
     to acquire upon exercise of stock options granted pursuant to the Plans.

(5)  Information  presented includes 371,090 Common Units,  125,000 of which are
     held by a limited liability company  controlled by Mr. Rosenthal and 18,198
     of which are held in trust for Mr. Rosenthal's  children,  28,000 shares of
     Common  Stock,  10,000  of which  are owned by Ms.  Joanne  Rosenthal,  Mr.
     Rosenthal's  wife,  274,999 shares of Common Stock which  Mr. Rosenthal has
     the right to acquire upon exercise of stock options granted pursuant to the
     Plans and 50,000 Common Units which  Mr. Rosenthal has the right to acquire
     upon exercise of certain options granted by PGI.

(6)  Information  presented includes 371,090 Common Units,  125,000 of which are
     held by a limited  liability  company  controlled by  Mr. Carpenter,  4,284
     shares of Common Stock owned by Mr. Carpenter's  children,  3,588 shares of
     Common Stock issuable to Mr.  Carpenter upon conversion of the 3,000 shares
     of Series B Preferred  Stock owned by him,  274,999  shares of Common Stock
     which Mr. Carpenter has the right to acquire upon exercise of stock options
     granted  pursuant to the Plans and 50,000 Common Units which  Mr. Carpenter
     has the right to acquire upon exercise of certain options granted by PGI.

(7)  Information  presented  includes  251,300  Common  Units  which are held by
     Reschke  I LLC,  68,287  shares of Common  Stock  owned by Mr. G.  Reschke,
     80,000 shares of Common Stock which Mr. G. Reschke has the right to acquire
     upon the exercise of stock options granted  pursuant to the Plans and 3,750
     shares of Common Stock which Ms. Tina M. Reschke,  Mr. G.  Reschke's  wife,
     has the  right to  acquire  upon the  exercise  of  stock  options  granted
     pursuant to the Plans.  Mr. G. Reschke  disclaims  beneficial  ownership of
     such shares pursuant to Section 13d-4 of the Exchange Act.
(8)  Information  presented includes 26,687 shares of Common Stock, 500 of which
     are held in trust for Mr.  Phillips'  children,  120 shares of Common Stock
     issuable  to  Mr. Phillips  upon  conversion  of the 100 shares of Series B
     Preferred  Stock  owned  by him,  120,000  shares  of  Common  Stock  which
     Mr. Phillips  has the  right to  acquire  upon  exercise  of stock  options
     granted  pursuant to the Plans and 100,000 Common Units which Mr.  Phillips
     has the right to acquire upon exercise of certain options granted by PGI.

(9)  Information  presented  includes 802 shares of Common Stock owned by Mr. N.
     Perlmutter, 940 shares of Common Stock owned by Ms. Cheryl McArthur, Mr. N.
     Perlmutter's wife, 320 shares of Common Stock issuable to Mr. N. Perlmutter
     upon conversion of the 268 shares of Series B Preferred Stock owned by him,
     2,380 shares of Common Stock  issuable to Ms.  McArthur upon  conversion of
     the 1,734 shares of Series B Preferred  Stock owned by her,  690,653 Common
     Units owned by Ms. McArthur and 124,508 shares of Common Stock which Mr. N.
     Perlmutter has the right to acquire upon exercise of certain stock options,
     5,000 of which were granted pursuant to the Plans.

(10) Information  presented  includes  500 shares of Common  Stock  owned by Mr.
     Randall's wife, and 20,000 shares of Common Stock which Mr. Randall has the
     right to acquire upon  exercise of stock  options  granted  pursuant to the
     Plans.

(11) Information  presented  includes 45,000 shares of Common Stock which Marvin
     Traub Associates,  an affiliate of Mr. Traub, has the right to acquire upon
     exercise of stock options granted pursuant to the Plans.

     If necessary,  we will include other  information  about any of the selling
shareholders in a prospectus supplement.

                              PLAN OF DISTRIBUTION

     The selling shareholders may sell the shares in one or more transactions on
the New York Stock  Exchange,  in  special  offerings,  exchange  distributions,
secondary distributions, negotiated transactions, or a combination of such. They
may sell at market prices at the time of sale,  at prices  related to the market
price or at negotiated  prices.  We are  indemnifying  the selling  shareholders
against certain liabilities,  including  liabilities under the Securities Act of
1933, as amended.

                                  LEGAL OPINION

     Winston  &  Strawn,  Chicago,  Illinois  will  issue an  opinion  about the
legality of the shares for us and for the selling  shareholders.  The  Honorable
James R. Thompson, a partner in Winston & Strawn, is one of our directors.
EXPERTS

     The consolidated  financial  statements of Prime Retail,  Inc. appearing in
the Prime Retail, Inc. Annual Report (Form 10-K) for the year ended December 31,
1998, have been audited by Ernst & Young LLP, independent auditors, as set forth
in the report  included  therein  and  incorporated  herein by  reference.  Such
consolidated  financial  statements  are  incorporated  herein by  reference  in
reliance  upon such  report  given on the  authority  of such firm as experts in
accounting and auditing.
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 year ended December 31,
     1998;

(b)  The Registrant's current report on Form 8-K dated April 6, 1999.

(c)  The description of the Registrant's Common Stock, $0.01 par value per share
     (the "Common Stock"),  contained in the registration  statement on Form 8-A
     of Prime Retail,  Inc., one of our  predecessors  ("Former  Prime"),  filed
     pursuant  to  Section  12(g) of the  Securities  Exchange  Act of 1934,  as
     amended (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 chairman of Winston & Strawn.

Item 6.  Indemnification of Directors and Officers

     The  Registrant's  Amended  and  Restated  Articles  of  Incorporation,  as
amended, and Amended and Restated 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  Former Prime's 1994 Stock Incentive Plan  (incorporated by reference to the
     same titled exhibit in Former Prime's  registration  statement on Form S-11
     (Registration No. 33-68536))

4.2  Former Prime's 1995 Stock Incentive Plan  (incorporated by reference to the
     same titled exhibit in Former Prime's  registration  statement on Form S-11
     (Registration No. 33-1666))

4.3  Consulting  Agreement  dated July 3, 1996 between  Prime  Retail,  L.P. and
     Marvin Traub Associates, Inc. (incorporated by reference to the same titled
     exhibit in Former  Prime's  Annual  Report on Form 10-K for the fiscal year
     ended December 31, 1996 (File No. 0-23615))

4.4  Registrant's 1998 Long-Term Stock Incentive Plan (incorporated by reference
     to Appendix J in the Registrant's  registration statement on Form S-4 dated
     May 12, 1998 (Registration No. 333-51285))

4.5  First Amendment of the Registrant's 1998 Long-Term Stock Incentive Plan

4.6  Registrant's  1998  Nonemployee   Director  Stock  Plan   (incorporated  by
     reference to Appendix I in the Registrant's  registration statement on Form
     S-4 dated May 12, 1998 (Registration No. 333-51285))
4.7  Description of Registrant's 1999 Long-Term Incentive Program  (incorporated
     by reference to the same titled exhibit in the  Registrant's  Annual Report
     on Form  10-K for the  fiscal  year  ended  December  31,  1998  (File  No.
     0-23616))

4.8  Form of certificate for Prime Retail,  Inc.'s Common Stock, $0.01 par value
     per share  (incorporated  by reference to the same titled exhibit in Former
     Prime's  Annual Report on Form 10-K for the fiscal year ended  December 31,
     1996 (File No. 0-23616))

5.1  Opinion  of Winston & Strawn as to the  legality  of the  securities  being
     registered dated April 27, 1999

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)
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 if 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.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  ground 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,  State of Maryland,  on this 27th day of
April, 1999.

                           PRIME RETAIL, INC.

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

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below,  hereby  constitutes and appoints each of Abraham  Rosenthal,  William H.
Carpenter, Jr., Robert P. Mulreaney and C. Alan Schroeder as his or her true and
lawful  attorneys-in-fact  and  agents,  with  full  power of  substitution  and
resubstitution for him or her or in his or her name, place and stead, in any and
all  capacities,  to  sign  any  and all  amendments  (including  post-effective
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 each said attorney-in-fact and
agent full power and  authority  to do and perform  each and every act and thing
requisite and necessary in connection  with such matters as fully to all intents
and  purposes  as he or she 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  by  the  following  persons  in  the
capacities indicated as of the 27th day of April, 1999.

        SIGNATURE                                               TITLE
        ---------                                               -----

/s/ Michael W. Reschke                        Chairman of the Board of Directors
----------------------------            
    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/ Glenn D. Reschke                          Executive Vice President--
-----------------------------                 Development and Acquisitions and
    Glenn D. Reschke                          Director
/s/ Robert P. Mulreaney                       Executive Vice President--Chief
----------------------------                  Financial Officer and Treasurer
    Robert P. Mulreaney                       (Principal Financial Officer and
                                               Principal Accounting Officer)

/s/ William P. Dickey                         Director
---------------------------- 
    William P. Dickey

----------------------------                  Director
    Terence C. Golden

/s/ Norman Perlmutter                         Director
---------------------------- 
    Norman Perlmutter

/s/ Robert D. Perlmutter                      Director
---------------------------- 
    Robert D. Perlmutter

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

/s/ Sharon Sharp                              Director
---------------------------- 
    Sharon Sharp

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

----------------------------                  Director
    Marvin S. Traub
EXHIBIT INDEX

Exhibit #                  Description

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

4.2  Former Prime's 1995 Stock Incentive Plan  (incorporated by reference to the
     same titled exhibit in Former Prime's  registration  statement on Form S-11
     (Registration No. 33-1666))

4.3  Consulting  Agreement  dated July 3, 1996 between  Prime  Retail,  L.P. and
     Marvin Traub Associates, Inc. (incorporated by reference to the same titled
     exhibit in Former  Prime's  Annual  Report on Form 10-K for the fiscal year
     ended December 31, 1996 (File No. 0-23615))

4.4  Registrant's 1998 Long-Term Stock Incentive Plan (incorporated by reference
     to Appendix J in the Registrant's  registration statement on Form S-4 dated
     May 12, 1998 (Registration No. 333-51285))

4.5  First Amendment of the Registrant's 1998 Long-Term Stock Incentive Plan

4.6  Registrant's  1998  Nonemployee   Director  Stock  Plan   (incorporated  by
     reference to Appendix I in the Registrant's  registration statement on Form
     S-4 dated May 12, 1998 (Registration No. 333-51285))

4.7  Description of Registrant's 1999 Long-Term Incentive Program  (incorporated
     by reference to the same titled exhibit in the  Registrant's  Annual Report
     on Form  10-K for the  fiscal  year  ended  December  31,  1998  (File  No.
     0-23616))

4.8  Form of certificate for Prime Retail,  Inc.'s Common Stock, $0.01 par value
     per share  (incorporated  by reference to the same titled exhibit in Former
     Prime's  Annual Report on Form 10-K for the fiscal year ended  December 31,
     1996 (File No. 0-23616))

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)