<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-K/A

/X/               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the fiscal year ended: December 31, 2001

                                       OR

/ /             TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
         For the Transition period from _____________ to _________________


                        COMMISSION FILE NUMBER: 001-13301
                               PRIME RETAIL, INC.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its Charter)

                MARYLAND                                   38-2559212
----------------------------------------       ---------------------------------
     (State or other jurisdiction of           (IRS employer identification no.)
      incorporation or organization)

         100 EAST PRATT STREET
         BALTIMORE, MD  21202                            (410) 234-0782
----------------------------------------       ---------------------------------
(Address of principal executive offices,         (Registrant's telephone number,
         including zip code)                          including area code)

                       -----------------------------------

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

<TABLE>
<CAPTION>
TITLE OF EACH CLASS                                          NAME OF EACH EXCHANGE ON WHICH REGISTERED:
-------------------                                          ------------------------------------------
<S>                                                          <C>
Common Stock, $0.01 par value                                 OTC Bulletin Board

10.5% Series A Cumulative Preferred Stock,                    OTC Bulletin Board
$0.01 par value

8.5% Series B Cumulative Participating Convertible            OTC Bulletin Board
Preferred Stock, $0.01 par value
</TABLE>

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                      None

                       -----------------------------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes  /X/  No  / /

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  / /

The aggregate market value of the Common Stock held by non-affiliates of the
registrant was approximately $7,844,024 on March 26, 2002 (based on the closing
price per share as reported on the OTC Bulletin Board).

The number of shares of the registrant's Common Stock outstanding as of March
27, 2002 was 43,577,916.

<PAGE>


                               PRIME RETAIL, INC.

                                   FORM 10-K/A

                                DECEMBER 31, 2001

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                               Page
<S>                  <C>                                                                                      <C>
PART III

Item. 10             Directors of the Registrant..............................................................  2

Item 11              Compensation of Executive Officers.......................................................  5

Item 12              Security Ownership of Directors, Named Executives and Certain Beneficial Owners..........  10

Item 13              Certain Relationships and Related Transactions...........................................  15

Signatures....................................................................................................  16

</TABLE>





                                       1
<PAGE>


         Prime Retail, Inc.'s Annual Report on Form 10-K dated March 28, 2002 as
filed with the Securities and Exchange Commission on March 28, 2002 is hereby
amended by adding the following information.

                                    PART III

                      ITEM 10 - DIRECTORS OF THE REGISTRANT

         The following table sets forth the names, position and, as of April 30,
2002, ages of the Directors of Prime Retail, Inc.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                                                                                YEAR TERM OF
                                                                                OFFICE WILL                    SERVED AS A
             NAMES                AGE             POSITION                         EXPIRE                     DIRECTOR SINCE
---------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>  <C>                                      <C>                           <C>
Governor James R. Thompson        65              Director                          2005                           1994
---------------------------------------------------------------------------------------------------------------------------------
Marvin S. Traub                   77              Director                          2005                           1994
---------------------------------------------------------------------------------------------------------------------------------
Glenn D. Reschke                  51   Chairman of the Board, Director              2003                           1997
---------------------------------------------------------------------------------------------------------------------------------
Michael W. Reschke                46              Director                          2003                           1994
---------------------------------------------------------------------------------------------------------------------------------
Howard Amster*                    54              Director                          2003                           2001
---------------------------------------------------------------------------------------------------------------------------------
Robert H. Kanner*                 54              Director                          2003                           2001
---------------------------------------------------------------------------------------------------------------------------------
Kenneth A. Randall                74              Director                          2004                           1994
---------------------------------------------------------------------------------------------------------------------------------
Sharon Sharp                      62              Director                          2004                           1997
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

* Mr. Amster and Mr. Kanner were elected by the Company's preferred stockholders
and will be subject to reelection by such stockholders.

         The following is a biographical summary, as of April 29, 2002, of each
Director of Prime Retail, Inc.

         GOVERNOR JAMES R. THOMPSON.  Governor James R. Thompson has been a
Director of Prime Retail, Inc. since its inception in 1994. Governor Thompson
has been the Chairman of, and a partner with, the law firm of Winston & Strawn
since 1991. Prior to joining Winston & Strawn, Governor Thompson served as the
Governor of Illinois from 1977 to 1991. Governor Thompson serves on the board of
directors of FMC Corporation, FMC Technologies, Inc., Jefferson Smurfit Group
plc, Prime Group Realty Trust, Navigant Consulting, Inc., Maximux, Inc., and
Hollinger International, Inc. Governor Thompson received his Juris Doctorate
degree from the Northwestern University Law School.

         MARVIN S. TRAUB. Marvin S.  Traub has been a Director of Prime Retail,
Inc. since its inception in 1994. Mr. Traub has been President of Marvin Traub &
Associates ("MTA") since 1992. MTA is an international consulting firm with
clients in France, Italy, the United Kingdom, China, Lebanon and the United
States. In addition, Mr. Traub has been a Senior Advisor of Financo, Inc. since
1994. Prior to establishing MTA, Mr. Traub was Chairman of Bloomingdales from
1978 to 1992 and Vice Chairman of Federated Department Stores from 1988 to 1992.
Mr. Traub was a director and Chairman of the Executive Committee of The Conran
Stores, Inc. from 1992 to 1994. From 1998 to 2002 Mr. Traub was a director and
Chairman of Fine Furniture Direct, Inc., in which Prime Retail, Inc. owns an
interest. Fine Furniture Direct, Inc. filed for protection under federal
bankruptcy laws on March 7, 2002. Mr. Traub received an M.B.A. degree (with
distinction) from Harvard Business School after receiving a B.A. degree (magna
cum laude) from Harvard University.

         GLENN D. RESCHKE. Glenn D.  Reschke is President, Chief Executive
Officer and Chairman of the Board of Directors of Prime Retail, Inc. Reporting
to the Board of Directors, Mr. G. Reschke is responsible for all aspects of the
Company, its 43 outlet centers and all its employees, including the leasing,
operations, marketing, development, finance and administrative functions. In
addition, Mr. G. Reschke is responsible for developing and implementing the
long-term strategic goals and objectives of the Company as approved by the Board
of Directors. Mr. G. Reschke has been a member of the Board of Directors since
1997. Mr. G. Reschke became President and Chief Operating Officer of the Company
on October 6, 1999; acting Chief Executive Officer of the Company on February
25, 2000; and Chief Executive Officer and Chairman of the Board of Directors of
the Company on July 19, 2000. From the inception of the Company in 1994 through
October 6, 1999, Mr. G. Reschke served as Executive Vice President--Development
and Acquisitions. Prior to his employment by the Company, Mr. G. Reschke worked
for The Prime Group, Inc. ("PGI"), which he joined in 1983 and served as Vice
President, Senior Vice President and Executive Vice President. Mr. G. Reschke
was responsible for PGI's multi-family, senior housing, single family and land
development divisions. Mr. G. Reschke received a Masters in Business
Administration from Eastern Michigan University with a specialization in finance
after receiving a Bachelor of Science degree with honors in Chemical Engineering
from Rose Hulman Institute of Technology in Terre Haute, Indiana. Mr. G. Reschke
is the brother of Michael W. Reschke, Director of the Company.

         MICHAEL W. RESCHKE.  Michael W. Reschke has been a Director of Prime
Retail, Inc. since its inception in 1994. Mr. M. Reschke was Chairman of the
Board of Directors of Prime Retail, Inc. from the Company's inception until July
19, 2000. On April 5, 2000,


                                       2
<PAGE>


Mr. M. Reschke relinquished his responsibilities as an executive officer and
became the non-executive Chairman of the Board of Prime Retail, Inc.
Mr. M. Reschke founded The Prime Group, Inc. ("PGI") in 1981 and, since that
time, has acted as PGI's Chairman, Chief Executive Officer, and President.
Mr. M. Reschke also is Chairman of the Board of Managers of Prime Outdoor
Group, L.L.C., a member of the Board of Directors of Horizon Group
Properties, Inc. (NasdaqSC: HGPI), and a trustee of the Board of Trustees of
Prime Group Realty Trust (NYSE:PGE). Primestone Investment Partners, L.P.,
which is indirectly controlled by PGI (of which Mr. Reschke is Chairman, Chief
Executive Officer and President and controlling shareholder), filed for
protection under federal bankruptcy laws on November 19, 2001. Mr. M. Reschke
received a Juris Doctorate degree (summa cum laude) from the University of
Illinois after having received a B.A. degree (summa cum laude) in Accounting
from Northern Illinois University. Mr. M. Reschke is licensed to practice law
in the State of Illinois and is a certified public accountant. Mr. M. Reschke
is a board member of World Business Chicago and a member of the National Real
Estate Roundtable, the Chicago Development Council, the Chicago Economic Club,
and the Urban Land Institute. Mr. M. Reschke is the brother of Glenn D. Reschke,
Chairman of the Board, President and Chief Executive Officer of the Company.

         HOWARD  AMSTER.  Howard Amster has been a Director of Prime Retail,
Inc. since he was elected by the preferred stockholders on December 11, 2001.
Since June 2000, Mr. Amster has been a securities principal at Ramat Securities
Ltd., a registered NASD securities broker/dealer. Since 1997, Mr. Amster has
been the President of Pleasant Lake Apts. Corp., the general partner of Pleasant
Lake Apts. Limited Partnership, a private owner and operator of apartment
properties. From 1992 to June 2000, Mr. Amster was an investment consultant at
First Union Securities Corp., formerly EVEREN Securities, formerly Kemper
Securities Corp. Mr. Amster is currently a director of Maple Leaf Financial,
Horizon Group Properties, Inc. (NasdaqSC:HGPI), Astrex, Inc. (OTC BB: ASXI.OB),
Wilshire Financial Services Group, Inc. and First Bank of Beverly Hills FSB.
From 1992 to 1998, Mr. Amster was a trustee of CleveTrust Realty Investment
Trust, a publicly traded company that liquidated during 1997 and 1998.

         ROBERT H. KANNER.  Robert H. Kanner has been a Director of Prime
Retail, Inc. since he was elected by the preferred stockholders on December 11,
2001. Since 1983, Mr. Kanner has been a director and the President and Chief
Executive Officer of Pubco Corporation (NASDAQ:PUBO), a manufacturer and
marketer of labeling supplies, labeling devices, typewriters and typewriter
supplies, computer printer supplies and products for the construction and
related industries. From 1987 until the present, Mr. Kanner has also been the
Chairman of Pubco Corporation. Mr. Kanner is currently a director of Wilshire
Financial Services Group, Inc. From 1992 to 1998, Mr. Kanner was a trustee of
CleveTrust Realty Investors, a publicly traded business trust that liquidated
during 1997 and 1998. Mr. Kanner was a director of Riser Foods, Inc. from 1988
until its acquisition by Giant Eagle, Inc. in 1997.

         KENNETH A. RANDALL.  Kenneth A. Randall has been a Director of Prime
Retail, Inc. since its inception in 1994. Mr. Randall is Chairman of the Audit
Committee of the Board of Directors. Mr. Randall was the Chairman of ICL Inc.
from 1980 to 1982, the Vice Chairman of Northeast Bancorp, Inc. from 1977 to
1987, the Chairman and Chief Executive Officer of United Virginia Bankshares
Incorporated from 1970 to 1976, and the Chairman of the FDIC from 1965 to 1970.
Mr. Randall was President and Chief Executive Officer of The Conference Board,
Inc. from 1976 to 1982. Mr. Randall currently serves on the board of directors
of Dominion Resources, Inc. Mr. Randall also serves as trustee of the New York
based Oppenheimer Mutual Funds. Other than serving as a member of various boards
of directors, Mr. Randall has not had any other employment in the five years
preceding the date of this Proxy Statement. Mr. Randall attended Weber State
University and received a B.A. degree and an M.S. degree from Brigham Young
University.

         SHARON SHARP.  Sharon Sharp has been a Director of Prime Retail, Inc.
since November 1997. Ms. Sharp is a consultant to government-operated lotteries
and gaming industry suppliers. From 1994 to March 2002 Ms. Sharp was a director
of the Public Gaming Research Institute ("PGRI"), where she served as publisher
of Public Gaming International, the leading magazine of the worldwide lottery
industry, and managed their international career placement service specializing
in lottery and gaming personnel. Prior to joining PGRI, Ms. Sharp served as
director of the Illinois and California Lotteries from 1987-1993. Ms. Sharp
attended Holy Cross Central School of Nursing, and received an A.A.S. in
Journalism from Harper College.

COMPENSATION OF DIRECTORS

         Directors who are not employees of, or affiliated with, the Company
receive compensation for their services as Directors. Such persons receive
annual compensation of $35,000 plus a fee of $1,000 for attendance in person at
each meeting of the Board of Directors, a fee of $500 for participating by
telephone in each meeting of the Board of Directors or of any committee of the
Board of Directors, a fee of $500 for attending any meeting of any committee of
the Board of Directors, and an annual fee of $1,000 for each committee on which
such member serves. Such persons also receive reimbursement of all travel and
lodging expenses related to their attendance at board and committee meetings.
Pursuant to the Prime Retail, Inc. Nonemployee Director Stock Plan (the
"Directors Plan") adopted at the 1999 annual meeting, the Company grants each
outside director of the Company restricted stock awards of 1,000 shares of
Common Stock each year. Such shares of restricted stock fully vest upon the date
of grant.

         In consideration for service on the Board of Directors' Executive
Committee during 2000 and 2001, Governor Thompson and Messrs. N. Perlmutter and
Dickey each received (i) pursuant to the Directors Plan, restricted stock awards
of 60,000 shares of Common Stock, which shares had become fully vested on or
before September 1, 2000, and (ii) pursuant to the Prime Retail, Inc. 1994 Stock


                                       3
<PAGE>


Incentive Plan, options to purchase 140,000 shares of Common Stock at $1.6875,
which options had become fully vested on or before February 1, 2001 and will
terminate upon the earlier to occur of (a) the expiration of ten years from the
date of grant or (b) the expiration of one year from the date of termination of
services of the optionee as a Director of the Company.

         During 2001 Messrs. N. Perlmutter and Dickey served on a Special
Committee of the Board of Directors established on March 23, 2001 for the
purpose of soliciting, considering and negotiating, on behalf of the Board of
Directors, potential significant transactions with third parties, including
transactions involving the recapitalization of the Company, the sale of
significant assets of the Company, or the sale of the outstanding equity
securities of the Company. For their services on the Special Committee each
member received $75,000 as compensation. The Special Committee was terminated on
October 23, 2001.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

         Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires the Company's officers and directors, and persons who own more
than ten percent of a registered class of the Company's equity securities, to
file reports of the ownership and changes in the ownership (Forms 3, 4 and 5)
with the Securities and Exchange Commission (the "Commission") and the NYSE. The
requirement of filing requests with the NYSE ended when the Company's securities
stopped being traded on the NYSE on September 27, 2001. Officers, directors and
beneficial owners of more than ten percent of the Company's equity securities
are required by Commission regulations to furnish the Company with copies of all
such forms which they file.

         Based solely on the Company's review of the copies of Forms 3, 4 and 5
and the amendments thereto received by it for the year ended December 31, 2001,
or written representations from certain reporting persons that no Forms 3, 4 or
5 were required to be filed by those persons, to the Company's knowledge no
transactions were reported late during the year ended December 31, 2001.

RECENT ELECTION OF TWO MEMBERS TO THE BOARD OF DIRECTORS BY THE COMPANY'S
PREFERRED STOCKHOLDERS

         Because the Company was in arrears on preferred stock distributions due
February 15, 2000 through November 15, 2001, the holders of the 10.5% Series A
Senior Cumulative Preferred Stock and the 8.5% Series B Cumulative Participating
Convertible Preferred Stock (the "Preferred Stockholders"), voting as a single
class, elected two additional members to the Company's Board of Directors on
December 11, 2001. Howard Amster and Robert H. Kanner were elected. The
Preferred Stockholders have the right to have two representatives on the Board
of Directors so long as the equivalent of six consecutive quarterly dividends on
either series of preferred stock remains in arrears. Each of Mr. Amster and Mr.
Kanner will serve until the earlier of (i) the election and qualification of his
successor or (ii) the payment of the dividend arrearage. Mr. Amster's and Mr.
Kanner's terms expire at the time of the 2003 Annual Meeting of Stockholders.

INFORMATION REGARDING MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

         The Board of Directors has established the Audit Committee, the
Compensation Committee and the Independent Directors Committee. During 2001,
each director attended at least 75% of the combined number of meetings of the
Board and any committee of which he or she was a member at the time of the
meetings.

         AUDIT COMMITTEE.  The Audit Committee consists of Messrs. Amster and
Randall and Ms. Sharp, each of whom meets the independence criteria established
by the Company. The functions of the Audit Committee include reviewing with
management and the independent auditors the annual audited financial statements
and the independent auditors' report thereon and the quarterly financial
statements of the Company, making recommendations concerning the engagement of
the independent auditors, reviewing with the independent auditors the plans and
results of the audit engagement, approving professional services provided by the
independent auditors, reviewing the independence of the independent auditors,
considering the range of audit and non-audit fees, and reviewing the adequacy of
the Company's internal accounting controls. Mr. Randall is Chairman of the Audit
Committee.

         COMPENSATION COMMITTEE.  The Compensation Committee, which consists of
Mr. Randall and Ms. Sharp, has certain responsibilities in connection with
determining the compensation for the Company's executive officers and
implementing and administering the Company's stock incentive plans. Mr. Randall
is Chairman of the Compensation Committee.

         INDEPENDENT DIRECTORS COMMITTEE.  The Independent Directors Committee,
which consists of Messrs. Amster, Kanner, Randall, M. Reschke, and Traub and
Governor Thompson and Ms. Sharp, has the responsibility to (i) consider and
approve any proposed action or transaction involving the Company and The Prime
Group, Inc.; (ii) consider and take such actions and make such approvals and
recommendations as are required to be considered, taken or made by the Company's
independent directors under either the Operating Partnership Agreement or
corporate governance documents relating to the Company, or otherwise; and (iii)
consider and take such actions and make such approvals as are appropriate to
reduce or eliminate any potential or apparent conflict of interest which may
arise in connection with any proposed action or transaction involving the
Company.


                                       4
<PAGE>


         During the fiscal year ended December 31, 2001, the Audit Committee
held four meetings, the Compensation Committee held one meeting, the Independent
Directors Committee held no meetings, and the Board of Directors held nine
meetings.

         In addition, the Board of Directors had established the Executive
Committee, which functioned during 2001 and 2002 until its existence was
terminated on January 9, 2002. The Executive Committee had certain authority to
acquire and dispose of real property and authorize the execution of certain
contracts and agreements, including those related to certain financings of the
Company and its affiliates. During 2001, unless specifically authorized by the
Board of Directors, the Executive Committee's authorization related to any
individual matter that did not exceed $3,000,000. During 2001 the members of the
Executive Committee were Messrs. Norman Perlmutter (who was Chairman), William
P. Dickey, and G. Reschke and Governor Thompson. During 2001 the Executive
Committee met four times.

                  ITEM 11 - COMPENSATION OF EXECUTIVE OFFICERS

         The following table sets forth information concerning the compensation
for services in all capacities to the Company for the years ended December 31,
1999, 2000 and 2001 with respect to the Chief Executive Officer of the Company
and the four other persons who were the most highly compensated executive
officers of the Company during 2001.

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                                               ANNUAL
                                                            COMPENSATION            LONG TERM COMPENSATION AWARDS
                                                      ------------------------    ----------------------------------
                                                                                  RESTRICTED STOCK     SECURITIES
                                                                                       AWARDS          UNDERLYING
       NAME AND PRINCIPAL POSITION           YEAR     SALARY($)    BONUS($)(1)        ($) (2)        OPTIONS/SARS(#)
----------------------------------------     ----     ---------    -----------    ----------------   ---------------
<S>                                          <C>       <C>         <C>            <C>                <C>
Glenn D. Reschke(3)                          2001      400,800          0               --                 --
Chairman of the Board,                       2000      350,707       175,203            --               300,000
President and Chief Executive Officer        1999      266,288          0               --                 --

Robert A. Brvenik(4)                         2001      250,554          0               --                 --
Executive Vice President--                   2000      115,588       250,000            --               200,000
Chief Financial Officer and Treasurer        1999        --            --               --                 --

R. Kelvin Antill(5)                          2001      239,923       100,000            --                 --
Executive Vice President--                   2000      220,910       100,000            --               50,000
General Counsel and Secretary                1999      162,308        97,500            --                 --

David G. Phillips(6)                         2001      320,800          0               --                 --
Executive Vice President--                   2000      320,910       160,000(7)         --                 --
Leasing, International and New Business      1999      362,632       160,000            --                 --
Development

Frederick J. Meno, IV(8)                     2001      225,404        50,000            --                 --
Senior Vice President--                      2000      195,910       120,000            --               50,000
Operations and Marketing                     1999      205,440       100,000            --                 --

</TABLE>

-----------
Notes:

(1)      Reflects bonus paid for performance in year indicated.


                                       5
<PAGE>



(2)      The total number of shares of restricted Common Stock held by each
         person listed above (which number excludes restricted Common Stock
         awards which vested prior to December 31, 2001 and includes all
         unvested restricted Common Stock awards) and the value of such shares
         of restricted Common Stock, based on the closing selling price per
         share ($0.10) on December 31, 2001 (the last day of trading in 2001),
         were as follows:
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
                                                     NUMBER OF SHARES OF
                                                   RESTRICTED COMMON STOCK                 VALUE AT DECEMBER 31, 2001
                   NAME                         HELD AT DECEMBER 31, 2001 (#)                          ($)
------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                                      <C>
Glenn D. Reschke                                            3,922                                    392.20
------------------------------------------------------------------------------------------------------------------------------
Robert A. Brvenik                                               0                                         0
------------------------------------------------------------------------------------------------------------------------------
R. Kelvin Antill                                                0                                         0
------------------------------------------------------------------------------------------------------------------------------
David G. Phillips                                           3,922                                    392.20
------------------------------------------------------------------------------------------------------------------------------
Frederick J. Meno IV                                            0                                         0
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(3)      Mr. G. Reschke was promoted to President and Chief Operating Officer on
         October 6, 1999, to President and acting Chief Executive Officer on
         February 25, 2000, and then to Chairman of the Board, President and
         Chief Executive Officer on July 19, 2000. Formerly, Mr. G. Reschke
         served as Executive Vice President--Development and Acquisitions.

(4)      Mr. Brvenik joined the Company June 15, 2000 and therefore received no
         compensation for 1999.

(5)      Mr. Antill became Executive Vice President - General Counsel and
         Secretary of the Company on January 31, 2002. From July 19, 2000 to
         January 31, 2002 he was Senior Vice President - General Counsel and
         Assistant Secretary of the Company. Prior to that he was Vice President
         - Assistant General Counsel and Assistant Secretary.

(6)      Mr. Phillips became Executive Vice President - Leasing, International
         and New Business Development on January 10, 2002. From January 1, 1999
         to January 10, 2002 he was President of Prime Retail Europe and
         Executive Vice President of the Company. Prior to that he was Executive
         Vice President - Operations, Leasing and Marketing of the Company.

(7)      The $160,000 bonus paid to Mr. Phillips for his performance in 2000 was
         paid January 25, 2002.

(8)      Mr. Meno joined the Company January 7, 1999.

OPTION GRANTS IN LAST FISCAL YEAR

         During 2001 the Company did not grant any options to the Named
Executives.

OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

         The following table sets forth information with respect to the number
of shares of Common Stock underlying Stock Options held by each of the Named
Executives and the value of such officers' exercisable and unexercisable options
on December 31, 2001. None of the Named Executives exercised any Stock Options
during 2001.

<TABLE>
<CAPTION>
                                                                 NUMBER OF SECURITIES
                                                                UNDERLYING UNEXERCISED                 VALUE OF UNEXERCISED
                                                                      OPTIONS AT                      IN-THE-MONEY OPTIONS AT
                                                                   DECEMBER 31, 2001                   DECEMBER 31, 2001 (1)
                                                            -------------------------------       -------------------------------
NAME                                                        EXERCISABLE       UNEXERCISABLE       EXERCISABLE       UNEXERCISABLE
---------------------------------------------------         -----------       -------------       -----------       -------------
<S>                                                         <C>               <C>                 <C>               <C>
Glenn D. Reschke                                              230,001            149,999             $0.00              $0.00
Robert A. Brvenik                                             100,000            100,000              0.00               0.00
R. Kelvin Antill                                               62,250               0                 0.00               0.00
David G. Phillips                                             140,000             60,000              0.00               0.00
Frederick J. Meno IV                                           75,000               0                 0.00               0.00

</TABLE>

-----------
Note:

(1)      Based on the market price of $0.10 per share, which was the closing
         selling price per share of Common Stock on December 31, 2001, the last
         trading day in 2001, less the option exercise price of unexercised,
         in-the-money options held by the Named Executives on December 31, 2001.


                                       6
<PAGE>


EMPLOYMENT AGREEMENTS AND CHANGE OF CONTROL AGREEMENTS

         The Company has entered into employment agreements (the "Employment
Agreements") with each of Messrs. Glenn D. Reschke, Robert A. Brvenik, R. Kelvin
Antill, and David G. Phillips. The agreements generally provide that the
executives shall devote substantially all of their business time to the
operation of the Company. The Employment Agreements with Messrs. G. Reschke,
Brvenik, Antill, and Phillips provide for terms expiring on July 24, 2003, June
11, 2003, June 30, 2003, and June 30, 2003, respectively. In the case of Mr. G.
Reschke, such term is automatically extended for successive one year periods
unless either the Company or Mr. G. Reschke provides the other with prior
written notice not later than 180 days prior to the end of the term that such
term shall not be extended. With regard to Messrs. Brvenik, Antill and Phillips,
the respective terms, if not affirmatively terminated or extended for a specific
duration by the parties, will continue on a month-to-month basis.

         Each of the Employment Agreements sets forth the minimum base salary
for the executive, such base salary subject to being increased by the
Compensation Committee of the Board of Directors (the "Compensation Committee"),
and provides that the executive is eligible to receive a discretionary bonus as
determined by the Compensation Committee. In the case of Mr. G. Reschke, such
bonus may not exceed 100% of his then-current base salary.

         If any of the Employment Agreements are terminated by the Company
"without cause" or are terminated by the executive after a "change in control"
or for "good reason" (as such terms are defined in the Employment Agreements),
the executive will be entitled to a lump sum payment. With regard to Messrs.
Brvenik, Antill, and Phillips, such payment in the event of termination by the
Company without cause or by the executive for good reason will be an amount
equal to the product of (x) the number of full and partial years remaining in
the initial term of his Employment Agreement and (y) the sum of (A) his then
current base salary and (B) a bonus equal to 100% of the average bonus paid to
him for the two most recent calendar years, or if no such bonuses were paid, a
bonus equal to 50% of his then current base salary (the amounts in clauses (A)
and (B), together, the "One-Year Pay Equivalent"). If the Company terminates any
of Messrs. Brvenik's, Antill's or Phillips' employment due to disability, the
applicable executive will receive one and one-half times the One-Year Pay
Equivalent if the Company has terminated or materially reduced the executive's
long-term disability coverage as in effect on the date the agreement became
effective. With regard to Mr. G. Reschke such amount for termination (i) by the
Company "without cause" or by the Company upon Mr. G. Reschke's disability will
be equal to the sum of (x) one times the amount of his annual base salary plus
(y) one times the average of the amounts payable to such executive for the prior
two years under the terms of his "performance bonus" (as such term is defined in
Mr. G. Reschke's Employment Agreement) or (ii) by the executive for "good
reason" will be equal to one times the amount of his annual base salary. In
addition, if the Company terminates any of Messrs. G. Reschke, Brvenik, Antill
or Phillips without cause or, in the case of Messrs. Brvenik, Antill, or
Phillips, if the executive resigns for good reason and within twelve months from
such termination or resignation there is a "change of control" of the Company,
the applicable executive will be entitled to receive the amounts set forth in
the first sentence of the following paragraph if and to the extent such amount
exceeds the amount payable to him pursuant to this paragraph.

         The Employment Agreements also provide that if, (x) with respect to
Messrs. Brvenik, Antill, and Phillips, the executive terminates the Employment
Agreement for any reason simultaneously with a change of control, (y) with
respect to Messrs. Brvenik, Antill, and Phillips, within six months following a
change of control the executive terminates the Employment Agreement for any
reason, or (z) within twenty-four months following a "change of control" of the
Company, the Company terminates the Employment Agreement (during its initial
term with respect to Messrs. Brvenik, Antill and Phillips, and at any time with
respect to Mr. G. Reschke) "without cause" or the executive terminates the
Employment Agreement (during its initial term with respect to Messrs. Brvenik,
Antill and Phillips, and at any time with respect to Mr. G. Reschke) with "good
reason," such executive will be entitled to receive: (i) any amount of base
salary accrued but undistributed; (ii) other vested benefits through the
effective date of the termination and health and life insurance benefits for a
period of two years; plus (iii) in the case of Mr. G. Reschke, a distribution of
$1,600,000, and in the case of Messrs. Brvenik, Antill and Phillips, a
distribution equal to the product of the number of full and partial years
remaining in the initial term (or if greater, two years) times the One-Year Pay
Equivalent and health and life insurance benefits for twenty-four months.

         Additionally, if the Employment Agreement with Mr. G. Reschke is so
terminated, certain restrictions on the transfer of stock held by Mr. G. Reschke
(or obtained by Mr. G. Reschke upon exercise of stock options) may terminate,
and any stock awards under the Company's 1998 Long-Term Stock Incentive Plan
will be vested. Finally, if the Employment Agreement with Mr. G. Reschke is
terminated, Mr. G. Reschke will be fully vested in any amount accrued on his
behalf under any qualified or nonqualified retirement plans of the Company and
will also receive the benefits of a $4,000,000 life insurance policy for a
period of two years.

         The Employment Agreement with Mr. G. Reschke contains certain
non-compete provisions restricting the executive from directly or indirectly
competing with the Company's business, including (i) performing services for a
competitor of the Company similar to the services he provides to the Company,
(ii) soliciting or attempting to solicit any competing business from any entity
or person that is a vendor, customer or tenant that is actively being pursued by
the Company and the executive knows it is being actively pursued,


                                       7
<PAGE>


(iii) induce or attempt to persuade any employee or customer, vendor or tenant
of the Company being actively pursued by the Company to terminate its business
relationship with the Company for a period of up to two years following
termination of employment. The Employment Agreement provides that if the Company
terminates the executive's employment without cause or within two years of a
change of control or the executive terminates his employment with good reason
then, so long as the executive is in compliance with these non-compete
provisions, the Company will pay the executive an amount equal to $66,666.66 per
calendar month for a period of two years, beginning with the first calendar
month after termination of the executive's employment; provided that, either the
Company or the executive may elect to limit the non-compete period, and the
$66,666.66 monthly payments, to one year.

         With regard to each of Messrs. Brvenik, Antill, and Phillips, during
and until the expiration of the term of his employment (but only if such
executive resigns other than for good reason or is terminated by the Company
with cause), the applicable executive may not hire, cause to be hired, induce or
attempt to induce any officer, employee, agent, consultant, independent
contractor, tenant or customer of the Company to discontinue such affiliation
with the Company or to refrain from entering into new business relationships
with the Company. In addition, during such time, such executives may not perform
or solicit services for certain named entities.

         Each of the Employment Agreements also contains a non-disclosure
provision which prohibits the executive from disclosing or using any "trade
secret" (as such term is defined in the Employment Agreements).

         The Company and Mr. Meno signed an employment letter dated December 7,
1998 pursuant to which Mr. Meno will receive a one-time severance payment of
$300,000 if (i) a change of control (as defined in the employment letter) occurs
and (ii) either (a) the Company terminates Mr. Meno's employment (except for
cause) within six months prior to or after the change of control occurs or (b)
Mr. Meno resigns within three months after the change of control occurs. The
change of control severance payment provision does not change the at-will nature
of Mr. Meno's employment.

                      REPORT OF THE COMPENSATION COMMITTEE

RESPONSIBILITIES OF THE COMPENSATION COMMITTEE

         The Compensation Committee consists of two independent, non-employee
directors: Mr. Randall and Ms. Sharp. It is the Compensation Committee's
responsibility to:

         o        Recommend and report to the Board of Directors concerning
                  matters of compensation relating to the Company's senior
                  executive officers, including the Chief Executive Officer and
                  the other Named Executives;

         o        Administer the Company's executive incentive plans; and

         o        Monitor the performance and compensation of the Company's
                  senior executive officers.

THE STRUCTURE AND BASIS OF THE COMPANY'S COMPENSATION PROGRAM

         The Company's compensation programs are based on the following guiding
principles:

         o        Competitiveness--Offering competitive levels of total
                  compensation, commensurate with performance, to attract
                  critical executive talent.

         o        Pay for Performance--Fostering a culture that motivates and
                  rewards high-performing executives and emphasizes incentive
                  based compensation.

         o        Retention--Retaining executive talent and promoting management
                  stability for the long-term benefit of the Company and its
                  shareholders.

         o        Shareholder Interests--Maintaining a compensation program that
                  rewards the achievement of strategic objectives that enhance
                  shareholder value.

         The Company's executive compensation programs consist of the following
elements: annual salary, annual performance bonus, and long term compensation in
the form of grants of stock options or restricted stock. In order to attract and
retain executives the Company customarily enters into employment agreements with
senior executives.


                                       8
<PAGE>


SENIOR EXECUTIVES

         Mr. G. Reschke became Chairman of the Board, President and Chief
Executive Officer on July 19, 2000. Mr. Brvenik became Executive Vice President
- Chief Financial Officer and Treasurer as of June 15, 2000. Mr. Antill became
Executive Vice President - General Counsel and Secretary on January 31, 2002.
During 2001 Mr. Antill was Senior Vice President - Assistant General Counsel and
Assistant Secretary. Mr. Phillips became Executive Vice President - Leasing,
International and New Business Development on January 10, 2002. During 2001 Mr.
Phillips was President of Prime Retail Europe and Executive Vice President of
the Company. Mr. Meno was Senior Vice President - Operations until October 23,
2001, when he became Senior Vice President - Operations and Marketing.

BASE SALARY

         The Compensation Committee has the discretion (except as otherwise
restricted by any employment agreements) to adjust the salaries of the Named
Executives and other senior executive officers of the Company. Base salaries for
each of the Named Executives for 2001 were based on each executive's performance
and the performance of the Company in 2000. The Compensation of the Named
Executives in 2001 is set forth above in the Summary Compensation Table above.

ANNUAL PERFORMANCE BONUS

         The annual performance bonuses for senior officers are determined by
the Compensation Committee based on a variety of factors related to individual
and Company performance. The Compensation Committee typically considers various
qualitative and quantitative factors in determining whether the Chief Executive
Officer and the Executive Vice Presidents should receive performance bonuses.
Because of the capital constraints and financial position of the Company, the
Chief Executive Officer did not request, and the Compensation Committee did not
approve, performance bonuses for 2001 for the Chief Executive Officer and the
Executive Vice Presidents who served as such in 2001. (None of the Executive
Vice Presidents who resigned during 2001 or early 2002 received a performance
bonus for 2001.) The Chief Executive Officer and the Compensation Committee
decided it was appropriate to pay performance bonuses to Mr. Antill, Mr.
Phillips (for his performance during 2000 pursuant to prior commitments made to
Mr. Phillips), and Mr. Meno. See Summary Compensation Table above.

STOCK INCENTIVE PLANS AND OTHER LONG TERM COMPENSATION

         During 2001, the Compensation Committee elected to not grant any
options to purchase common shares or restricted stock to the Chief Executive
Officer and other senior executives.

POLICY WITH RESPECT TO THE $1 MILLION DOLLAR DEDUCTION LIMIT

         One of the factors the Compensation Committee considers when developing
compensation programs is the anticipated tax treatment to the Company and to the
executives of various payments and benefits. Generally, the Compensation
Committee intends to comply with Section 162(m) of the Internal Revenue Code.
Section 162(m) limits the ability of a publicly-held corporation such as the
Company to deduct compensation in excess of $1 million paid to each named
executive officer reported in the Summary Compensation Table, other than
performance-based compensation. The Compensation Committee may, however,
determine that it is necessary to exceed the limit on deductibility under
Section 162(m) to insure executive officers are compensated in a manner
consistent with the Company's best interests and those of its shareholders.

         We believe that the 2001 compensation levels disclosed in this Proxy
Statement are reasonable and appropriate in light of the Company's performance.

                                             COMPENSATION COMMITTEE
                                             Kenneth A. Randall, Chairman
                                             Sharon J. Sharp


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         The Compensation Committee of the Board of Directors, which is required
to have a majority of outside Directors who are neither employees nor officers
of the Company, is charged with determining compensation for the Company's
executive officers. Mr. Randall and Ms. Sharp currently serve on the
Compensation Committee.

         No executive officer of the Company served as a director or member of
(i) the compensation committee of another entity which


                                       9
<PAGE>


has an executive officer who is a Director of the Company or member of the
Company's Compensation Committee, (ii) the Board of Directors of another entity
in which one of the executive officers of such entity served on the Company's
Compensation Committee, or (iii) the compensation committee of any other entity
in which one of the executive officers of such entity served as a member of the
Company's Board of Directors, during the year ended December 31, 2001.


                        FIVE-YEAR STOCK PERFORMANCE GRAPH

         The following graph compares the cumulative shareholder return of the
Company's Common Stock to its peer group, the National Association of Real
Estate Investment Trust's Equity Shopping Center Index (the "Shopping Center
Index") and the S&P 500 Index over a five-year period, beginning December 31,
1996 and ending December 31, 2001. The total shareholder return assumes an
initial investment of $100 at the beginning of the period in the Company's
Common Stock, the Shopping Center Index and the S&P 500 Index. It also assumes
reinvestment of all dividends. Past financial performance should not be
considered to be a reliable indicator of future performance, and investors
should not use historical trends to anticipate results or trends in future
periods.





                              [PERFORMANCE GRAPH]






                 COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN

<TABLE>
<CAPTION>
                                                                      1996       1997       1998       1999       2000       2001
                                                                      ----       ----       ----       ----       ----       ----
<S>                                                                   <C>       <C>        <C>        <C>        <C>        <C>
Prime Retail, Inc...................................................   100      123.72     101.02     66.66       5.55       1.18
Shopping Center Index...............................................   100      121.44     112.95     100.85     116.08     150.77
S&P 500 Index.......................................................   100      133.36     171.48     207.56     188.66     166.24

</TABLE>


                ITEM 12 - SECURITY OWNERSHIP OF DIRECTORS, NAMED
                    EXECUTIVES AND CERTAIN BENEFICIAL OWNERS

SECURITY OWNERSHIP OF DIRECTORS AND NAMED EXECUTIVES

         The following table sets forth certain information regarding the
beneficial ownership of (i) shares of the Company's Common Stock; (ii) common
units of limited partnership interests ("Common Units") in Prime Retail, L.P., a
Delaware limited partnership in which the Company is the sole general partner
(the "Operating Partnership"); (iii) shares of the Company's 10.5% Series A
Senior Cumulative Preferred Stock, $0.01 par value par share, of which there are
2,300,000 shares outstanding (the "Series A Preferred Stock); and (iv) shares of
the Company's 8.5% Series B Cumulative Participating Convertible Preferred
Stock, $0.01 par value per share, of which there are 7,828,125 shares
outstanding (the "Series B Preferred Stock", and, together with the Series A
Preferred Stock, the "Preferred Stock"), as of April 29, 2002 for (a) each named
executive officer listed in the Summary Compensation Table presented below (the
"Named Executives"), (b) the Directors of the Company, and (c) the Directors and
the Named Executives as a group. Unless otherwise indicated in the footnotes,
all of such interests are owned directly, and the indicated person has sole
voting and investment power. The number of


                                       10
<PAGE>


shares of Common Stock/Common Units represents the number of shares of Common
Stock the person holds, the number of shares of Common Stock the person has the
right to acquire upon exercise of certain stock options ("Stock Options")
granted pursuant to the Company's 1994 Stock Incentive Plan, the Company's 1995
Stock Incentive Plan, the Consulting Agreement between the Operating Partnership
and Marvin Traub Associates, Inc. ("MTA"), the Company's 1998 Long-Term Stock
Incentive Plan and the Company's Amended and Restated Nonemployee Director Stock
Plan (collectively, the "Stock Incentive Plans"), the number of shares of Common
Stock into which Common Units held by the person are exchangeable (if, as
discussed below, the Company elects to issue shares of Common Stock rather than
pay cash upon such exchange), and the number of shares of Common Stock into
which shares of the Company's Series B Preferred Stock held by the person are
convertible. The extent to which a person directly holds Common Stock, Stock
Options, Common Units, Series B Preferred Stock or Series A Preferred Stock is
set forth in the notes. The Third Amended and Restated Agreement of Limited
Partnership of the Operating Partnership (as amended, the "Operating Partnership
Agreement") provides that Common Units may be exchanged, subject to certain
limitations, into Common Stock on a one-for-one basis or, at the option of the
Company, cash equal to the fair market value of a share of Common Stock at the
time of exchange. Holders of Series B Preferred Stock have the right, subject to
ownership and transfer restrictions in the Company's charter intended to allow
the Company to maintain its status as a REIT, to convert all or any of their
Series B Preferred Stock into Common Stock at the conversion price of $20.90 per
share of Common Stock, subject to certain adjustments. The number of shares of
Series A Preferred Stock and Series B Preferred Stock represents the total
number of shares of Preferred Stock owned without giving weight to the relative
liquidation preference per share of Series A Preferred Stock and Series B
Preferred Stock.

              SECURITY OWNERSHIP OF DIRECTORS AND NAMED EXECUTIVES

<TABLE>
<CAPTION>
                                                                                              NUMBER OF SHARES      PERCENT OF ALL
                                                     NUMBER OF SHARES OF                      OF SERIES A AND     SHARES OF SERIES A
                                                        COMMON STOCK/         PERCENT OF     SERIES B PREFERRED      AND SERIES B
                                                        COMMON UNITS        ALL SHARES OF    STOCK BENEFICIALLY     PREFERRED STOCK
                                                     BENEFICIALLY OWNED      COMMON STOCK          OWNED          ------------------
NAME(1)                                                      (2)                 (3)                (4)                    (5)
---------------------------------------------------- -------------------    -------------    ------------------   ------------------
<S>                                                  <C>                    <C>              <C>                  <C>
Glenn D. Reschke (6)................................       599,588               1.3%                0                      *
Robert A. Brvenik (7)...............................       183,320               (17)              2,000                  (17)
R. Kelvin Antill (8)................................       62,963                (17)                0                      *
David G. Phillips (9)...............................       287,307               (17)               100                   (17)
Frederick J. Meno IV (10)...........................       75,000                (17)                0                      *
Howard Amster (11)..................................      1,830,344              4.2%            1,362,605                13.5%
Robert H. Kanner (12)...............................          0                   *               100,800                 1.0%
Kenneth A. Randall (13).............................       13,500                (17)                0                      *
Michael W. Reschke (14).............................      8,131,900             15.9%              9,552                  (17)
Sharon Sharp........................................        3,000                (17)                0                      *
Governor James R. Thompson (15).....................       213,000               (17)                0                      *
Marvin S. Traub(16).................................       98,000                (17)                0                      *
Directors and officers of the Company as a group
   (12 persons).....................................     11,497,922             21.3%            1,475,057                14.6%

</TABLE>

-----------
Notes:

(1)      All of the Directors and the Named Executives may be contacted
         c/o Prime Retail, Inc., 100 East Pratt Street, 19th Floor, Baltimore,
         Maryland 21202.

(2)      The beneficial ownership of Common Stock and of Series B Preferred
         Stock reported herein is based upon filings with the Commission and is
         subject to confirmation by the Company that such ownership did not
         violate the ownership restrictions in the Company's charter. The
         ownership of Common Units reported herein is derived from the transfer
         records maintained by the Operating Partnership based on information
         provided by the Operating Partnership's limited partners. Information
         presented includes Common Stock issuable upon exercise of Stock Options
         which have vested or will vest within 60 days of April 29, 2002 as
         follows: Mr. G. Reschke 280,001; Mr. Brvenik 133,320, Mr. Antill
         62,250; Mr. Phillips 260,000; Mr. Meno 75,000; Mr. M. Reschke 324,999;
         Mr. Randall 10,000; Governor Thompson 150,000; and Mr. Traub, including
         MTA, 55,000. Information presented also includes Common Stock issued
         pursuant to a Restricted Stock Award Plan which have vested or will
         vest within 60 days of April 29, 2002 as follows: Governor Thompson
         63,000; Mr. G. Reschke 15,687; Mr. M. Reschke 41,831; and Mr. Phillips
         15,687. Information presented assumes exchange or conversion only of
         Common Units and Series B Preferred Stock owned by such beneficial
         owner for Common Stock. In addition, certain of the Common Units and
         shares of Common Stock identified as being held by or beneficially
         owned by Mr. M. Reschke or his affiliates have been pledged to certain
         unaffiliated third parties to secure certain indebtedness
         (collectively, the "Pledgees"). Unless and until the Pledgees foreclose
         on the pledged Common Units or Common Stock or have given notice of an
         event of default under the operative pledge or loan


                                       11
<PAGE>


         agreement, such entities will not have the direct or indirect power to
         vote or dispose of the Common Units so pledged. The Pledgees disclaim
         beneficial ownership of these pledged Common Units pursuant to
         Section 13d-4 of the Exchange Act. As of April 29, 2002 the Company
         had 43,577,916 shares of Common Stock outstanding.

(3)      Information presented assumes exchange or conversion only of Common
         Units and Series B Preferred Stock owned by such beneficial owner for
         Common Stock. Information presented also includes Common Stock issuable
         upon exercise of Stock Options of such beneficial owner which have
         vested or will vest within 60 days of April 29, 2002.

(4)      As of April 29, 2002 the Company had 2,300,000 shares of Series A
         Preferred Stock and 7,828,125 shares of Series B Preferred Stock
         outstanding.

(5)      The Series A Preferred Stock and Series B Preferred Stock currently
         vote together as a single class in the election of Directors elected by
         holders of the Company's Preferred Stock. Therefore, the percentage set
         forth regarding the Preferred Stock are calculated as percentages of
         both classes on an aggregate basis.

(6)      Mr. G. Reschke is President, Chief Executive Officer and Chairman of
         the Board of Directors of the Company. 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 and 280,001 shares of Common
         Stock which Mr. G. Reschke has the right to acquire upon the exercise
         of Stock Options.

(7)      Mr. Brvenik is Executive Vice President - Chief Financial Officer and
         Treasurer of the Company. Information presented includes 50,000 shares
         of Common Stock owned by Mr. Brvenik, 133,320 shares of Common Stock
         which Mr. Brvenik has the right to acquire upon exercise of Stock
         Options, and 2000 shares of Series A Preferred Stock owned by Mr.
         Brvenik.

(8)      Mr. Antill is Executive Vice President - General Counsel and Secretary
         of the Company. Information presented includes 713 shares of Common
         Stock owned by Mr. Antill and 62,250 shares of Common Stock which Mr.
         Antill has the right to acquire upon exercise of Stock Options.

(9)      Mr. Phillips is Executive Vice President - Leasing, International and
         New Business Development of the Company. Information presented includes
         27,187 shares of Common Stock owned by Mr. Phillips, 1,000 of which are
         held in trust for Mr. Phillips' children, 120 shares of Common Stock
         issuable upon conversion of the 100 shares of Series B Preferred Stock
         owned by Mr. Phillips, 160,000 shares of Common Stock which Mr.
         Phillips has the right to acquire upon exercise of Stock Options, and
         100,000 Common Units which Mr. Phillips has the right to acquire upon
         exercise of certain options granted by The Prime Group, Inc.

(10)     Mr. Meno is Senior Vice President - Operations and Marketing of the
         Company. Information presented includes 75,000 shares of Common Stock
         which Mr. Meno has the right to acquire upon exercise of Stock
         Options.

(11)     Information presented includes (i) 335,726 shares of Common Stock
         beneficially owned by Mr. Amster's IRAs; (ii) 66,948 shares of Common
         Stock beneficially owned by the Amster Trading Company Charitable
         Remainder Unitrust (Mr. Amster is the trustee); (iii) 23,632 shares of
         Common Stock issuable upon conversion of the 19,760 shares of Series B
         Preferred Stock beneficially owned by Gould Trading Company (Mr.
         Amster's wife owns 100% of such company); (iv) 1,404,038 shares of
         Common Stock issuable upon conversion of (A) 928,025 shares of Series B
         Preferred Stock beneficially owned by Mr. Amster's IRAs, (B) 181,000
         shares of Series B Preferred Stock beneficially owned by Ramat
         Securities Ltd. (Mr. Amster owns 83% of Ramat Securities Ltd.),
         (C) 2,750 shares of Series B Preferred Stock beneficially owned by
         Amster Limited Partnership (Mr. Amster is the general partner),
         (D) 58,000 shares of Series B Preferred Stock beneficially owned by the
         Howard M. Amster Charitable Remainder Unitrust (Mr. Amster is the
         trustee), (E) 170 shares of Series B Preferred Stock beneficially owned
         by Pleasant Lake Apts. Corp. (Mr. Amster owns 100% of the company), and
         (F) 4,000 shares of Series B Preferred Stock beneficially owned by
         Pleasant Lake Apts. Limited Partnership (Pleasant Lake Apts. Corp. is
         the general partner); (v) 27,700 shares of Series A Preferred Stock
         beneficially owned by Mr. Amster's IRAs; (vi) 104,100 shares of
         Series A Preferred Stock beneficially owned by Ramat Securities, Ltd.;
         (vii) 10,000 shares of Series A Preferred Stock beneficially owned by
         Pleasant Lake Apts. Limited Partnership; (viii) 17,100 shares of
         Series A Preferred Stock beneficially owned by Mr. Amster's wife; and
         (ix) 10,000 shares of Series A Preferred Stock beneficially owned by
         Gould Trading Company. Mr. Amster disclaims beneficial ownership of any
         shares of Common Stock or Preferred Stock beneficially owned by his
         wife or Gould Trading Company.

(12)     Information presented includes 100,800 shares of Series A Preferred
         Stock beneficially owned by Mr. Kanner.

(13)     Information presented includes 3,500 shares of Common Stock, 500 of
         which are owned by Mr. Randall's wife, and 10,000


                                       12
<PAGE>


         shares of Common Stock which Mr. Randall has the right to acquire upon
         exercise of Stock Options.

(14)     Information presented includes 251,300 shares of Common stock held by
         Prime Group Limited Partnership ("PGLP"), 5,557,000 Common Units held
         by Prime Financing Limited Partnership ("PFLP"), 961,085 Common Units
         held by Prime Group II, L.P. ("PGII"), 721,912 Common Units held by
         Prime Group V, L.P. ("PGV), 104,632 Common Units held by Prime Group
         VI, L.P. ("PGVI"), 199,548 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. Mr. M. Reschke is the
         managing general partner of PGLP, owns a controlling equity interest in
         the managing general partner of PFLP and owns a controlling equity
         interest in the managing general partner of each of PGII, PGV, and
         PGVI.

(15)     Information presented includes 63,000 shares of Common Stock owned by
         Governor Thompson and 150,000 shares of Common Stock which Governor
         Thompson has the right to acquire upon exercise of Stock Options.

(16)     Information presented includes 43,000 shares of Common Stock owned by
         Mr. Traub, 10,000 shares of Common Stock which Mr. Traub has the right
         to acquire upon the exercise of Stock Options, and 45,000 shares of
         Common Stock which MTA, an affiliate of Mr. Traub, has the right to
         acquire upon exercise of Stock Options.

(17)     Amount represents less than 1%.

SECURITY OWNERSHIP OF PRINCIPAL BENEFICIAL OWNERS

         The following table sets forth certain information regarding the
beneficial ownership of (i) shares of the Company's Common Stock, (ii) Common
Units in the Operating Partnership, (iii) shares of the Company's Series A
Preferred Stock, and (iv) shares of the Company's Series B Preferred Stock as of
April 29, 2002 for persons we know to be beneficial owners of more than five
percent of any of the voting securities of the Company. Unless otherwise
indicated in the footnotes, all of such interests are owned directly, and the
indicated person has sole voting and investment power. The number of shares of
Common Stock/Common Units represents the number of shares of Common Stock the
person holds, the number of shares of Common Stock the person has the right to
acquire upon exercise of Stock Options, the number of shares of Common Stock
into which Common Units held by the person are exchangeable (if, as discussed
below, the Company elects to issue shares of Common Stock rather than pay cash
upon such exchange), and the number of shares of Common Stock into which shares
of the Company's Series B Preferred Stock held by the person are convertible.
The extent to which a person directly holds Common Stock, Stock Options, Common
Units, Series B Preferred Stock or Series A Preferred Stock is set forth in the
notes. The Operating Partnership Agreement provides that Common Units may be
exchanged, subject to certain limitations, into Common Stock on a one-to-one
basis or, at the option of the Company, cash equal to the fair market value of a
share of Common Stock at the time of exchange. Holders of Series B Preferred
Stock have the right, subject to ownership and transfer restrictions in the
Company's charter intended to allow the Company to maintain its status as a
REIT, to convert all or any of their Series B Preferred Stock into Common Stock
at the conversion price of $20.90 per share of Common Stock, subject to certain
adjustments. The number of shares of Series A Preferred Stock and Series B
Preferred Stock represents the total number of Preferred Stock owned without
giving weight to the relative liquidation preference per share of Series A
Preferred Stock and Series B Preferred Stock.


                SECURITY OWNERSHIP OF PRINCIPAL BENEFICIAL OWNERS

<TABLE>
<CAPTION>
                                                                                                                  PERCENT OF ALL
                                                        NUMBER OF SHARES OF                 NUMBER OF SHARES     SHARES OF SERIES
                                                           COMMON STOCK/      PERCENT OF    OF SERIES A AND       A AND SERIES B
                                                           COMMON UNITS     ALL SHARES OF  SERIES B PREFERRED     PREFERRED STOCK
                                                        BENEFICIALLY OWNED   COMMON STOCK  STOCK BENEFICIALLY    ----------------
NAME                                                            (1)              (2)           OWNED (3)                (4)
------------------------------------------------------- ------------------  -------------  -------------------   ----------------
<S>                                                     <C>                 <C>            <C>                   <C>
Howard Amster (5) .....................................      1,830,344           4.2%          1,362,605               13.5%
Michael W. Reschke (6).................................      8,131,900          15.7%            9,552                  (14)
Prime Finance, Inc. (7)................................      5,557,000          11.3%              0                     *
Prime Financing Limited Partnership (8)................      5,557,000          11.3%              0                     *
Maurice A. Halperin (9) ...............................      4,115,709           9.3%           677,400                 6.7%
ROI Capital Management, Inc. (10) .....................       870,413            (14)           727,800                 7.2%
Mark T. Boyer (10) ....................................       870,413            (14)           727,800                 7.2%
Mitchell J. Soboleski (10) ............................       870,413            (14)           727,800                 7.2%
ROI Partners, L.P. (11) ...............................       483,747            (14)           404,500                 (12)
Merrill Lynch & Co., Inc. (13) ........................          0                *             741,500                 7.3%
ML Global Allocation Fund, Inc. (13) ..................          0                *             741,500                 7.3%

</TABLE>


                                       13
<PAGE>


----------------
Notes:

(1)      The beneficial ownership of Common Stock and of Series B Preferred
         Stock reported herein is based upon filings with the Commission and is
         subject to confirmation by the Company that such ownership did not
         violate the ownership restrictions in the Company's charter. The
         ownership of Common Units reported herein is derived from the transfer
         records maintained by the Operating Partnership based on information
         provided by the Operating Partnership's limited partners. Information
         presented includes 324,999 shares of Common Stock issuable to Mr. M.
         Reschke upon exercise of Stock Options which have vested or will vest
         within 60 days of April 29, 2002. Information presented also includes
         41,831 shares of Common Stock issued to Mr. M. Reschke pursuant to a
         Restricted Stock Award Plan which have vested or will vest within 60
         days of April 29, 2002. Information presented assumes exchange or
         conversion only of Common Units and Series B Preferred Stock owned by
         such beneficial owner for Common Stock. In addition, certain of the
         Common Units and shares of Common Stock set forth below as being held
         by or beneficially owned by Mr. M. Reschke or his affiliates have been
         pledged to certain unaffiliated third parties to secure certain
         indebtedness (collectively, the "Pledgees"). Unless and until the
         Pledgees foreclose on the pledged Common Units or Common Stock or have
         given notice of an event of default under the operative pledge or loan
         agreement, such entities will not have the direct or indirect power to
         vote or dispose of the Common Units so pledged. The Pledgees disclaim
         beneficial ownership of these pledged Common Units pursuant to Section
         13d-4 of the Exchange Act. As of April 29, 2002 the Company had
         43,577,916 shares of Common Stock outstanding.

(2)      Information presented assumes exchange or conversion only of Common
         Units and Series B Preferred Stock owned by such beneficial owner for
         Common Stock. Information presented also includes Common Stock issuable
         upon exercise of Stock Options of such beneficial owner which have
         vested or will vest within 60 days of April 29, 2002.

(3)      As of April 29, 2002 the Company had 2,300,000 shares of Series A
         Preferred Stock and 7,828,125 shares of Series B Preferred Stock
         outstanding.

(4)      The Series A Preferred Stock and Series B Preferred Stock currently
         vote together as a single class in the election of Directors elected by
         holders of the Company's Preferred Stock. Therefore, the percentage set
         forth regarding the Preferred Stock are calculated as percentages of
         both classes on an aggregate basis.

(5)      Mr. Amster's address is 23811 Chagrin Blvd., #200, Beachwood, Ohio
         44122-5525. Information presented includes (i) 335,726 shares of Common
         Stock beneficially owned by Mr. Amster's IRAs; (ii) 66,948 shares of
         Common Stock beneficially owned by the Amster Trading Company
         Charitable Remainder Unitrust (Mr. Amster is the trustee); (iii) 23,632
         shares of Common Stock issuable upon conversion of the 19,760 shares of
         Series B Preferred Stock beneficially owned by Gould Trading Company
         (Mr. Amster's wife owns 100% of such company); (iv) 1,404,038 shares of
         Common Stock issuable upon conversion of (A) 928,025 shares of Series B
         Preferred Stock beneficially owned by Mr. Amster's IRAs, (B) 181,000
         shares of Series B Preferred Stock beneficially owned by Ramat
         Securities Ltd. (Mr. Amster owns 83% of Ramat Securities Ltd.),
         (C) 2,750 shares of Series B Preferred Stock beneficially owned by
         Amster Limited Partnership (Mr. Amster is the general partner),
         (D) 58,000 shares of Series B Preferred Stock beneficially owned by the
         Howard M. Amster Charitable Remainder Unitrust (Mr. Amster is the
         trustee), (E) 170 shares of Series B Preferred Stock beneficially owned
         by Pleasant Lake Apts. Corp. (Mr. Amster owns 100% of the company), and
         (F) 4,000 shares of Series B Preferred Stock beneficially owned by
         Pleasant Lake Apts. Limited Partnership (Pleasant Lake Apts. Corp. is
         the general partner); (v) 27,700 shares of Series A Preferred Stock
         beneficially owned by Mr. Amster's IRAs; (vi) 104,100 shares of
         Series A Preferred Stock beneficially owned by Ramat Securities, Ltd.;
         (vii) 10,000 shares of Series A Preferred Stock beneficially owned by
         Pleasant Lake Apts. Limited Partnership; (viii) 17,100 shares of
         Series A Preferred Stock beneficially owned by Mr. Amster's wife; and
         (ix) 10,000 shares of Series A Preferred Stock beneficially owned by
         Gould Trading Company. Mr. Amster disclaims beneficial ownership of any
         shares of Common Stock or Preferred Stock beneficially owned by his
         wife or Gould Trading Company.

(6)      Mr. M. Reschke's address is c/o The Prime Group, Inc., 77 West Wacker
         Drive, Suite 4200, Chicago, Illinois 60601. Information presented
         includes 251,300 shares of Common stock held by Prime Group Limited
         Partnership ("PGLP"), 5,557,000 Common Units held by Prime Financing
         Limited Partnership ("PFLP"), 961,085 Common Units held by Prime Group
         II, L.P. ("PGII"), 721,912 Common Units held by Prime Group V, L.P.
         ("PGV), 104,632 Common Units held by Prime Group VI, L.P. ("PGVI"),
         199,548 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. Mr. M. Reschke is the managing general
         partner of PGLP, owns a controlling equity interest in the managing
         general partner of PFLP and owns a controlling equity interest in the
         managing general partner of each of PGII, PGV, and PGVI.


                                       14
<PAGE>


(7)      Prime Finance, Inc.'s address is c/o The Prime Group, Inc., 77 West
         Wacker Drive, Suite 4200, Chicago, Illinois 60601. Information
         presented includes 5,557,000 Common Units held by PFLP. Prime Finance,
         Inc. is the managing general partner of PFLP.

(8)      Prime Financing Limited  Partnership's  address is c/o The Prime Group,
         Inc., 77 West Wacker Drive, Suite 4200, Chicago, Illinois 60601.
         Information presented includes 5,557,000 Common Units directly held by
         PFLP.

(9)      Mr. Halperin's address is 17890 Deauville Lane, Boca Raton, Florida
         33496. Information presented is based on a Schedule 13 D/A filed with
         the Commission on February 15, 2001 by Mr. Halperin. The amounts set
         forth represent 3,418,309 shares of Common Stock and 697,400 shares of
         Series B Preferred Stock currently convertible into 834,229 shares of
         Common Stock.

(10)     The address of each of the Reporting Persons is 17 E. Sir Francis Drake
         Blvd., Suite 225, Larkspur, CA 94939. Information presented is based on
         a Schedule 13G filed by ROI Capital Management, Inc., Mark T. Boyer and
         Mitchell J. Soboleski (the "Reporting Persons") on March 8, 2002 and
         includes 870,413 shares of Common Stock issuable upon conversion of
         727,800 shares of Series B Preferred Stock. The Schedule 13D indicates
         that each of the Reporting Persons has sole voting and sole dispositive
         power over 727,800 shares of Series B Preferred Stock.

(11)     The address of ROI Partners, L.P. is 17 E Sir Francis Drake Blvd.,
         Suite 225, Larkspur, CA 94939. Information presented is based on a
         Schedule 13G filed by ROI Partners, L.P. on March 8, 2002 and includes
         483,747 shares of Common Stock issuable upon conversion of 404,500
         shares of Series B Preferred Stock held by ROI Partners, L.P.

(12)     The 404,500 shares of Series B Preferred Stock held by ROI Partners,
         L.P. represents 5.2% of the Series B Preferred Stock, but only 4.0% of
         the aggregate Series A and Series B Preferred Stock.

(13)     The address of Merrill Lynch & Co., Inc. is World Financial Center,
         250 Vesey Street, New York, NY 10381. The address of ML Global
         allocation Fund, Inc. is 800 Scudders Mill Road, Plainsboro, NY 08536.
         Information presented is based on a Schedule 13G filed by Merrill
         Lynch & Co., Inc., and ML Global Allocation Fund, Inc. and includes
         741,500 shares of Series A Preferred Stock. The reporting persons both
         claim shared voting and shared dispositive power over such stock.

(14)     Amount represents less than 1%.

            ITEM 13 -- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         CONSULTING AGREEMENTS WITH AFFILIATES OF MR. TRAUB. The Company has
entered into a consulting agreement with MTA, an entity owned and controlled by
Mr. Traub. The consulting agreement provides that for so long as Mr. Traub
remains a Director of the Company, MTA will provide consulting and advisory
services in connection with the Company's merchant relations and MTA will
receive a monthly fee of $4,166.00 for such services.

         RELATIONSHIP WITH FINE FURNITURE DIRECT, INC ("FFD"). The Company
indirectly owns an equity interest in FFD. Mr. Traub was a director and
executive Chairman of the Board of Directors of FFD from 1998 until he resigned
on April 29, 2002. During 2001 FFD leased two stores from affiliates of the
Company, one at Prime Outlets at San Marcos and one at Prime Outlets at
Hagerstown. In connection with such stores FFD paid $1,164,130.91 in rent to the
Company and its affiliates during 2001. In addition, during 2001 FFD employees
were covered under the Company's payroll and employee benefit programs. FFD paid
$3,743,093.48 to the Company as reimbursement for such costs advanced by the
Company. FFD filed for protection under federal bankruptcy laws on March 7,
2002. As of April 1, 2002, Fine Furniture Direct, Inc. owed affiliates of the
Company $915,188.87 in unpaid rent and $399,026.64 for unreimbursed FFD payroll
and employee benefit expenses advanced by the Company. Mr. G. Reschke also is a
member of the Board of Directors of FFD.

         OBLIGATIONS WITH RESPECT TO HORIZON GROUP PROPERTIES, INC. ("HGP")
CREDIT FACILITIES. Currently, the Company is a guarantor or otherwise obligated
with respect to an aggregate of approximately $12.5 million of the indebtedness
of HGP and its affiliates, including a $10 million obligation under HGP's
secured credit facility which matures in July, 2002 and is collateralized by
certain properties owned by HGP located throughout the United States. HGP is a
publicly traded company which was formed in connection with the Company's merger
with Horizon in June 1998. Mr. M. Reschke and Mr. Amster, Directors of the
Company, are members of the Board of Directors of HGP. In the event HGP is
unable to make debt service payments under such loan facilities, the Operating
Partnership may be obligated by the lenders to make required payments.

         OPERATING PARTNERSHIP AGREEMENT AMENDMENT. On April 15, 2002, the
Company, in its capacity as both the sole general partner of and the holder of a
majority of the Common Units in the Operating Partnership, amended the Operating
Partnership Agreement. Under the terms of this amendment, each of Abraham
Rosenthal and William H. Carpenter, Jr., each of whom currently owns Common
Units in


                                       15
<PAGE>


the Operating Partnership and is a former executive officer and Director of the
Company, will be obligated to contribute funds to the Operating Partnership in
an amount up to $1.5 million in the event (i) a loan to the Operating
Partnership from FRIT PRT Lending LLC and Greenwich Capital Markets (the
"Mezzanine Loan") becomes due and payable and (ii) the fair market value of the
collateral securing such loan is less than $3,000,000. As of March 31, 2002, the
outstanding principal balance of the Mezzanine Loan was $47,831,495. These
respective obligations of Messrs. Rosenthal and Carpenter will terminate upon
the earlier to occur of (x) repayment of the Mezzanine Loan in full and (y) such
time as Mr. Rosenthal or Mr. Carpenter ceases to be a limited partner in the
Operating Partnership. This amendment was intended to allow Messrs. Rosenthal
and Carpenter to continue to defer the recognition of taxable income that would
otherwise have occurred due to the reduction in the amount of indebtedness
allocated to them under the Operating Partnership Agreement. In connection with
the amendment, Messrs. Rosenthal and Carpenter agreed to reimburse the Company
for out-of-pocket fees and expenses related to the transaction.

         OTHER TRANSACTIONS.  Governor James R. Thompson, a Director of the
Company, is Chairman of, and a partner with, the law firm of Winston & Strawn,
which has provided, and continues to provide, legal services to the Company.

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, as duly authorized.

                                      PRIME RETAIL, INC.



Date:  April 30, 2002                 By:    /s/ R. KELVIN ANTILL
                                             -----------------------------------
                                      Name:  R. Kelvin Antill
                                      Title: Executive Vice President -
                                             General Counsel & Secretary




                                       16