Ex-10.52

                                December 7, 1998


VIA FEDERAL EXPRESS

Mr. Frederick J. Meno, IV
5013 River Bluff Drive
Fort Worth, Texas 76132

Dear Fred:

     Prime  Retail,  L.P. is pleased to extend to you an offer of  employment as
Senior Vice President - Operations. You will report to either the Executive Vice
President  - Marketing  and  Operations  or the  President  and Chief  Operating
Officer.  You will manage and supervise  Prime Retail,  L.P.'s  factory  outlet,
strip and mixed-use shopping centers; and your  responsibilities  shall include,
but not be limited to,  involvement  in  long-term  strategic  planning  and the
management  of  day-to-day  operations,  budget and business  plan  creation and
implementation, and employee training, development and motivation.

     This  letter  serves as a summary  of the  terms of your  employment.  Your
bi-weekly base salary will be $7,500.00  ($195,000.00  on an annual basis).  You
will receive a commencement  of employment  bonus of $100,000,  payable  $50,000
upon  commencement  of your  employment and $50,000.00  during March or April of
1999,  simultaneously  with the payment of annual bonuses to Prime Retail,  L.P.
employees.  You will also  receive  options to purchase  25,000  shares of Prime
Retail,  Inc.  common  stock at  $13.09  per  share,  with the  options  to vest
immediately.  The  expiration  date  of the  options  shall  be June  12,  2002;
provided,  however, the expiration date shall be either one year or three months
(depending on the type of option) after your employment with Prime Retail,  L.P.
ends if it ends prior to June 12, 2008. (The number of shares,  price per share,
and  expiration  date are  consistent  with the 1998  grants made to Senior Vice
Presidents of Prime Retail, L.P.)

     Beginning with the annual  performance  appraisal  process during the first
quarter of 2000, you will be eligible to receive an annual bonus each year based
on your  performance and the company's  performance  during the prior year. Such
bonuses are  customarily  paid  during the first four months of each year.  Your
bonus for 1999 shall be in an amount up to $105,000.

<PAGE>
Mr. Frederick J. Meno, IV
December 7, 1998
Page 2




The amount of the bonus shall be based on the achievement during 1999 of certain
goals  established  in  connection  with the 1999 budget and  business  plan and
monitored  throughout  the year, as directed by the Executive  Vice  President -
Marketing and Operations  and the President and Chief  Operating  Officer.  Your
bonus shall be determined by performance in the following areas:


        ------------------------------------------------------------------------
                      Goal                                   Percentage of Bonus
        ------------------------------------------------------------------------
        1.  Net operating income (NOI) goal                           25%
        ------------------------------------------------------------------------
        2.  Sales and traffic goals                                   25%
        ------------------------------------------------------------------------
        3.  Specialty leasing/temporary tenant income goals           25%
        ------------------------------------------------------------------------
        4.  Discretionary                                             25%
        ------------------------------------------------------------------------

In addition,  your manager may,  either  formally or  informally,  appraise your
performance at any time during the year.

     Your  position  is exempt  and,  therefore,  you will not be  eligible  for
overtime compensation.

     You will be  entitled to enroll in our  medical  and dental  insurance  and
flexible  spending account program.  Prime Retail,  L.P.,  however,  retains the
right to change,  terminate or amend policies or unaccrued benefits at any time,
comply with  changes in the law,  and/or  respond to cost  increases in benefits
provided. Your medical insurance coverage will become effective the first day of
the first month following thirty (30)  consecutive days of employment.  In other
words,  because  your  starting  date is  expected  to be January 4, 1999,  your
insurance coverage will go into effect March 1, 1999. You will receive three (3)
weeks of vacation (15 days) in your initial year of employment.

     Your  relocation  package will include  reimbursement  or payment of moving
expenses (which shall not exceed the lower amount of at least two bids submitted
by national  moving  companies  reasonably  acceptable to Prime  Retail,  L.P.);
temporary  living  expenses  in the  Baltimore  area for up to two months  (such
expenses not to exceed  $4,000.00 per month);  one-time  expenses related to the
move (such  expenses not to exceed  $2,500.00);  and costs of two house  hunting
trips of your  wife and you to the  Baltimore  area  (including  transportation,
rental car, meals and hotel).

<PAGE>
Mr. Frederick J. Meno, IV
December 7, 1998
Page 3




     If a change of control (as defined below) of Prime Retail,  L.P. occurs and
either (i) your employment is terminated  during the period beginning six months
prior to the  announcement  of the change of control and ending six months after
the  change of  control  (except  if you are  terminated  for cause (as  defined
below)) or (ii) you resign  after,  but  within  three  months of, the change of
control, then you will receive a one-time severance payment of $300,000.00.  The
one-time severance payment shall be made (i)  simultaneously  with the change of
control if you are  terminated  in the six month  period  prior to the change of
control,  (ii) upon your  termination if you are terminated  after the change in
control,  or (iii)  upon your  resignation  if you  resign  after the  change in
control. This change in control severance payment provision shall not change the
at-will nature of your employment relationship with Prime Retail, L.P.

     "Change of Control"  shall be deemed to have  occurred if (1) any  "person"
(as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act
of 1934, as amended),  becomes the "beneficial  owner" (as defined in Rule 13d-3
under said Act),  directly or  indirectly,  of securities of Prime Retail,  Inc.
representing 50% or more of the total voting power  represented by Prime Retail,
Inc.'s  then  outstanding  securities  that vote  generally  in the  election of
directors (referred to herein as "Voting  Securities");  (2) the stockholders of
Prime Retail,  Inc. approve a merger or consolidation of Prime Retail, Inc. with
any other corporation, other than a merger or consolidation that would result in
(i) the Voting Securities of Prime Retail,  Inc.  outstanding  immediately prior
thereto  continuing to represent  (either by remaining  outstanding  or by being
converted  into Voting  Securities of the surviving  entity) at least 50% of the
total voting power represented by the Voting Securities of Prime Retail, Inc. or
such surviving entity outstanding immediately after such merger or consolidation
or (ii)  50% or more of the  Board  of  Directors  of the  surviving  entity  is
composed of members from the Board of Directors of Prime Retail,  Inc.;  (3) the
stockholders  of Prime Retail,  Inc.  approve a plan of complete  liquidation of
Prime Retail,  Inc. or an agreement for the sale or disposition by Prime Retail,
Inc. of (in one transaction or a series of  transactions)  all or  substantially
all of Prime  Retail,  Inc.'s  assets;  or (4) in  connection  with a merger  or
consolidation  of Prime  Retail,  Inc. with any other  corporation  which is not
described in either (1) or (2) above,  an employee of the other  corporation (or
any of its  affiliates)  with whom Prime Retail,  Inc.  mergers or  consolidates
becomes  the  head  of  operations  of  Prime  Retail,   L.P.  or  assumes  your
responsibilities.  "For  cause"  shall  mean  (a) a  finding  by  the  Executive
Committee  of the  Board of  Directors  that you have  materially  harmed  Prime
Retail,  L.P., its business,  assets or employees  through an act of dishonesty,
material conflict of interest, gross misconduct or willful malfeasance; (b) your
conviction  of (or pleading  nolo  contendere  to) a felony;  (c) your  sanction
(including restrictions, prohibitions, and limitations agreed to under a consent
decree or agreed  order) under,  or conviction  for violation of, any federal or
state  securities  law, rule or  regulation;  or (d) your willful  breach of any
material written policies or procedures of Prime Retail, L.P.

<PAGE>
Mr. Frederick J. Meno, IV
December 7, 1998
Page 4




     Please  understand  that the offer  stated in this letter is the only offer
being made to you. No officer,  supervisor or employee of Prime Retail, L.P. has
any authority to make any promises or commitments,  either verbal or written, or
enter into any agreement for employment for any specified  period of time, or to
make any  assurances  contrary to, or not contained  in, this letter.  Except as
stated in this letter,  you will be an at-will employee and your employment with
Prime Retail,  L.P. may be terminated either by you or Prime Retail, L.P. at any
time for any reason or no reason  and with or without  cause and with or without
notice.  Further,  by signing this letter, you agree to conform to the rules and
regulations of Prime Retail, L.P.

     We look forward to your  acceptance  of the terms of your  employment  with
Prime Retail,  L.P. To do so, please sign,  date and return the attached copy of
this letter as soon as possible.

                                                     Sincerely,

                                                     /s/ C. Alan Schroeder
                                                     C. Alan Schroeder
                                                     Executive Vice President -
                                                     General Counsel & Secretary

Accepted:


/s/ Frederick J. Meno
--------------------------------
Frederick J. Meno, IV


         12/10/98
--------------------------------
Date

cc:     W. Daniel Brown