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 (Fee Required)

                  For the fiscal year ended December 31, 1998
                                       OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 (No Fee Required)

                         Commission file number: 0-23616

                               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:
                          Common Stock, $0.01 par value
           10.5% Series A Cumulative Preferred Stock, $0.01 par value
 8.5% Series B Cumulative Participating Convertible Preferred Stock, $0.01 par
                                     value
                                (Title of class)


           Securities registered pursuant to Section 12(g) of the Act:
                                      None
                                (Title of class)

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  $352,327,153  on February 23, 1999 (based on the
closing  price per share as reported on the New York Stock  Exchange - Composite
Transactions).

The number of shares of the registrant's Common Stock outstanding as of February
23, 1999 was 43,032,324.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the following documents of the registrant are incorporated herein by
reference:

Document

Proxy  Statement for the 1999 annual
meeting of  shareholders                                   Part III of Form 10-K

<PAGE>

                                     PART IV

ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

      3.  Exhibits

Exhibit
Number            Description


3.1  Amended and Restated Articles of Incorporation of Prime Retail, Inc.*

3.2  Articles Supplementary of Prime Retail, Inc. relating to Series B Preferred
     Stock*

3.3  Amended and Restated By-Laws of Prime Retail, Inc.*

4.1  Form of Series A Preferred Stock Certificate  [Incorporated by reference to
     the same titled exhibit in the Company's Annual Report on Form 10-K for the
     fiscal year ended December 31, 1996 (File No. 0-23616).]

4.2  Form of Series B Preferred Stock Certificate  [Incorporated by reference to
     the same titled exhibit in the Company's Annual Report on Form 10-K for the
     fiscal year ended December 31, 1996 (File No. 0-23616).]

4.3  Form of Common  Stock  Certificate  [Incorporated  by reference to the same
     titled  exhibit in the Company's  Annual Report on Form 10-K for the fiscal
     year ended December 31, 1996 (File No. 0-23616).]

4.4  Form of Series C Preferred Stock Certificate  [Incorporated by reference to
     the same titled  exhibit in the  Company's  registration  statement on Form
     S-3]

10.1 Third  Amended  and  Restated  Agreement  of Limited  Partnership  of Prime
     Retail,  L.P.  dated as of October  15, 1998 and  effective  as of June 15,
     1998.*

10.1ACommon Unit Contribution  Agreement  [Incorporated by reference to the same
     titled  exhibit  in the  Company's  registration  statement  on  Form  S-11
     (Registration No. 333-1666).]

#10.2 1994 Stock  Incentive  Plan  [Incorporated  by  reference  to the same
     titled  exhibit  in the  Company's  registration  statement  on  Form  S-11
     (Registration No. 33-68536).]

#10.3 1995 Stock  Incentive  Plan  [Incorporated  by  reference  to the same
     titled  exhibit  in the  Company's  registration  statement  on  Form  S-11
     (Registration No. 333-1666).]

#10.4 Executive Employment  Agreement (Michael W. Reschke)  [Incorporated by
     reference to the same titled exhibit in the Company's Annual Report on Form
     10-K for the fiscal year ended  December  31,  1994,  as amended  (File No.
     0-23616).]

10.5 Combined Service and Special Distribution and Allocation Agreement (Abraham
     Rosenthal)  [Incorporated  by reference  to the same titled  exhibit in the
     Company's registration statement on Form S-4 (Registration No. 333-1784).]

10.5ASpecial  Distribution and Allocation  Agreement by and between the Company,
     the Operating  Partnership and the Rosenthal  Family LLC  [Incorporated  by
     reference  to  the  same  titled  exhibit  in  the  Company's  registration
     statement on Form S-4 (Registration No. 333-1784).]

10.5BIndemnification  and Option Agreement by and between the Prime Group, Inc.,
     the Rosenthal Family LLC and Abraham  Rosenthal  [Incorporated by reference
     to the same titled exhibit in the Company's  registration statement on Form
     S-4 (Registration No. 333-1784).]
<PAGE>
Exhibit
Number            Description

10.6 Combined Service and Special Distribution and Allocation Agreement (William
     H. Carpenter, Jr.) [Incorporated by reference to the same titled exhibit in
     the  Company's   registration  statement  on  Form  S-4  (Registration  No.
     333-1784).]

10.6ASpecial  Distribution and Allocation  Agreement by and between the Company,
     the  Operating   Partnership  and  the  Carpenter  Family   Associates  LLC
     [Incorporated  by  reference  to the same titled  exhibit in the  Company's
     registration statement on Form S-4 (Registration No. 333-1784).]

10.6BIndemnification  and Option Agreement by and between the Prime Group, Inc.,
     William  H.  Carpenter,   Jr.  and  the  Carpenter  Family  Associates  LLC
     [Incorporated  by  reference  to the same titled  exhibit in the  Company's
     registration statement on Form S-4 (Registration No. 333-1784).]

#10.7  Form  of  Executive   Employment   Agreement   (David  G.   Phillips)
     [Incorporated  by  reference  to the same titled  exhibit in the  Company's
     registration statement on Form S-11 (Registration No. 33-68536).]

#10.8 Letter  Agreement with R. Bruce Armiger  [Incorporated by reference to
     the same titled exhibit in the Company's Annual Report on Form 10-K for the
     fiscal year ended December 31, 1994, as amended (File No. 0-23616).]

10.9 Right  of  First  Refusal  Agreement  (Northgate   Plaza--Improved  Parcel)
     [Incorporated  by  reference  to the same titled  exhibit in the  Company's
     Annual Report on Form 10-K for the fiscal year ended  December 31, 1994, as
     amended (File No. 0-23616).]

10.10Right  of  First  Refusal   Agreement   (Northgate   Plaza-Vacant   Parcel)
     [Incorporated  by  reference  to the same titled  exhibit in the  Company's
     Annual Report on Form 10-K for the fiscal year ended  December 31, 1994, as
     amended (File No. 0-23616).]

10.11Right of First Refusal Agreement  (Huntley Factory Shops)  [Incorporated by
     reference  to  the  same  titled  exhibit  in  the  Company's  registration
     statement on Form S-11 (Registration No. 33-68536).]

10.12Right of First Refusal  Agreement (San Marcos Factory Shops)  [Incorporated
     by reference to the same titled  exhibit in the Company's  Annual Report on
     Form 10-K for the fiscal year ended December 31, 1994, as amended (File No.
     0-23616).]

10.13Purchase Option Agreement (Northgate  Plaza--Excluded Parcel) [Incorporated
     by reference to the same titled  exhibit in the Company's  Annual Report on
     Form 10-K for the fiscal year ended December 31, 1994, as amended (File No.
     0-23616).]

10.14A Purchase  Option  Agreement  (Huntley  Factory  Shops)  [Incorporated  by
     reference  to  the  same  titled  exhibit  in  the  Company's  registration
     statement on Form S-11 (Registration No. 33-68536).]

10.14B First Amendment to Purchase and Option Agreement  (Huntley Factory Shops)
     [Incorporated  by  reference  to the same titled  exhibit in the  Company's
     registration statement on Form S-11 (Registration No. 333-1666).]

10.15Registration  Rights  Agreement  dated June 15, 1998 by and  between  Prime
     Retail,  Inc. and Prime  Retail,  L.P. for the benefit of holders of common
     units of Prime Retail, L.P. and certain stockholders of Prime Retail, Inc.*
<PAGE>
Exhibit
Number            Description

10.16Form of Property  Level  General  Partnership  Agreement  [Incorporated  by
     reference  to  the  same  titled  exhibit  in  the  Company's  registration
     statement on Form S-11 (Registration No. 33-68536).]

10.17Form of Property  Level  Limited  Partnership  Agreement  [Incorporated  by
     reference  to  the  same  titled  exhibit  in  the  Company's  registration
     statement on Form S-11 (Registration No. 33-68536).]

10.18Noncompetition  and  Restriction  Agreement  with Michael W. Reschke of PGI
     [Incorporated  by  reference  to the same titled  exhibit in the  Company's
     Annual Report on Form 10-K for the fiscal year ended  December 31, 1994, as
     amended (File No. 0-23616).]

10.19Second  Amended and Restated  Subscription  Agreement of Abraham  Rosenthal
     regarding Common Units of Prime Retail, L.P.  [Incorporated by reference to
     the same titled exhibit in the Company's Annual Report on Form 10-K for the
     fiscal year ended December 31, 1994, as amended (File No. 0-23616).]

10.20Second   Amended  and  Restated   Subscription   Agreement  of  William  H.
     Carpenter,  Jr. regarding Common Units of Prime Retail, L.P.  [Incorporated
     by reference to the same titled  exhibit in the Company's  Annual Report on
     Form 10-K for the fiscal year ended December 31, 1994, as amended (File No.
     0-23616).]

#10.21 Consulting Agreement between the Company and Marvin Traub Associates,
     Inc. [Incorporated by reference to the same titled exhibit in the Company's
     Annual  Report on Form 10-K for the fiscal  year ended  December  31,  1996
     (File No. 0-23616).]

10.22Secured  Promissory  Note of  Rosenthal  Family  LLC  with  respect  to the
     purchase of the Restricted  Common Units  [Incorporated by reference to the
     same titled  exhibit in the  Company's  Annual  Report on Form 10-K for the
     fiscal year ended December 31, 1994, as amended (File No. 0-23616).]

10.22A Allonge related to the Secured  Promissory  Note of Rosenthal  Family LLC
     [Incorporated  by  reference  to the same titled  exhibit in the  Company's
     registration statement on Form S-4 (Registration No. 333-1784).]

10.23Secured  Promissory Note of Carpenter Family Associates LLC with respect to
     the purchase of the Restricted  Common Units  [Incorporated by reference to
     the same titled exhibit in the Company's Annual Report on Form 10-K for the
     fiscal year ended December 31, 1994, as amended (File No 0-23616).]

10.23A Allonge  related  to the  Secured  Promissory  Note of  Carpenter  Family
     Associates LLC [Incorporated by reference to the same titled exhibit in the
     Company's registration statement on Form S-4 (Registration No. 333-1784).]

10.24Pledge and Security  Agreement of Rosenthal  Family LLC with respect to the
     purchase of the Restricted  Common Units  [Incorporated by reference to the
     same titled  exhibit in the  Company's  Annual  Report on Form 10-K for the
     fiscal year ended December 31, 1994, as amended (File No. 0-23616).]

10.25Pledge and  Security  Agreement  of Carpenter  Family  Associates  LLC with
     respect to the purchase of the  Restricted  Common Units  [Incorporated  by
     reference to the same titled exhibit in the Company's Annual Report on Form
     10-K for the fiscal year ended  December  31,  1994,  as amended  (File No.
     0-23616).]
<PAGE>
Exhibit
Number            Description

10.26Guaranty  of  Abraham  Rosenthal  with  respect  to  the  purchase  of  the
     Restricted  Common  Units  [Incorporated  by  reference  to the same titled
     exhibit in the  Company's  Annual  Report on Form 10-K for the fiscal  year
     ended December 31, 1994, as amended (File No. 0-23616).]

10.26A  Reaffirmation  of Pledge and  Guaranty  with  respect to the  Restricted
     Common Units of Rosenthal Family LLC and Abraham Rosenthal [Incorporated by
     reference  to  the  same  titled  exhibit  in  the  Company's  registration
     statement on Form S-4 (Registration No. 333-1784).]

10.27Guaranty of William H.  Carpenter,  Jr. with respect to the purchase of the
     Restricted  Common  Units  [Incorporated  by  reference  to the same titled
     exhibit in the  Company's  Annual  Report on Form 10-K for the fiscal  year
     ended December 31, 1994, as amended (File No. 0-23616).]

10.27A  Reaffirmation  of Pledge and  Guaranty  with  respect to the  Restricted
     Common Units of Carpenter  Family  Associates LLC and William H. Carpenter,
     Jr.  [Incorporated by reference to the same titled exhibit in the Company's
     registration statement on Form S-4 (Registration No. 333-1784).]

10.28Waiver,  Recontribution  and  Indemnity  Agreement by the Limited  Partners
     [Incorporated  by  reference  to the same titled  exhibit in the  Company's
     Annual Report on Form 10-K for the fiscal year ended  December 31, 1994, as
     amended (File No. 0-23616).]

10.29Indemnity  Agreement made by the Company in favor of The Prime Group,  Inc.
     and Prime Group Limited Partnership  [Incorporated by reference to the same
     titled  exhibit  in the  Company's  registration  statement  on  Form  S-11
     (Registration No. 333-1666).]

10.30Promissory  Note dated October 31, 1996 by and between  Prime Retail,  L.P.
     and Nomura Asset Capital Corporation [Incorporated by reference to the same
     titled  exhibit in the Company's  Annual Report on Form 10-K for the fiscal
     year ended December 31, 1996 (File No. 0-233616).]

10.30A Form of Deed of  Trust,  Security  Agreement,  Assignment  of  Rents  and
     Fixture  Filings with Nomura Asset  Capital  Corporation  [Incorporated  by
     reference to the same titled exhibit in the Company's Annual Report on Form
     10-K for the fiscal year ended December 31, 1996 (File No. 0-23616).]

10.31Form of Standby Bond  Purchase and  Indemnity  Agreement  [Incorporated  by
     reference  to  the  same  titled  exhibit  in  the  Company's  registration
     statement on Form S-11 (Registration No. 33-68536).]

10.32Consulting  Agreement between the Company and Financo,  Inc.  [Incorporated
     by reference to the same titled  exhibit in the Company's  Annual Report on
     Form 10-K for the fiscal year ended December 31, 1996 (File No. 0-23616).]

10.33Amended and  Restated  Agreement  and Plan of Merger  among  Prime  Retail,
     Inc., Prime Retail,  L.P., Horizon Group,  Inc., Sky Merger Corp.,  Horizon
     Group Properties,  Inc.,  Horizon Group Properties,  L.P., and Horizon/Glen
     Outlet  Centers   Limited   Partnership   dated  as  of  February  1,  1998
     [Incorporated  by  reference  to the same titled  exhibit in the  Company's
     Current Report on Form 8-K dated February 1, 1998 (File No. 0-23616).]

10.34Agreement  among Prime Retail,  Inc.,  Horizon  Group,  Inc.,  Mr. David H.
     Murdock, Castle & Cooke Properties, Inc., and Pacific Holding Company dated
     as of  February  1, 1998  [Incorporated  by  reference  to the same  titled
     exhibit in the Company's  Current Report on Form 8-K dated February 1, 1998
     (File No. 0-23616).]

#10.35 Letter  Agreement  with David G.  Phillips  regarding the purchase of
     units  in Prime  Retail,  L.P.  dated  August  6,  1996.  [Incorporated  by
     reference to the same titled exhibit in the Company's Annual Report on Form
     10-K for the fiscal year ended December 31, 1997 (File No. 0-23616).]
<PAGE>
Exhibit
Number            Description

#10.36  Non-employee  Director  Stock Plan  [Incorporated  by  reference  to
     Appendix I in the  Company's  registration  statement on Form S-4 (File No.
     333-51285).]

#10.37 1998 Long-Term  Stock  Incentive Plan  [Incorporated  by reference to
     Appendix J in the  Company's  registration  statement on Form S-4 (File No.
     333-51285).]

#10.38 Description of the 1999 Long-Term Incentive Program.*

#10.39 Loan  Agreement  dated as of June 15, 1998 between  Outlet Village of
     Kittery   Limited   Partnership,   the  Prime  Outlets  at  Gilroy  Limited
     Partnership,  The Prime  Outlets at Michigan City Limited  Partnership  and
     Finger Lakes Outlet  Center,  L.L.C.  and Nomura Asset Capital  Corporation
     (Permanent  Loan)  [Incorporated  by  reference  to  Exhibit  10.1  in  the
     Company's  Current  Report  on Form 8-K  dated  June  15,  1998  (File  No.
     001-13301)]

#10.40 Form of Deed of Trust,  Security  Agreement,  Assignment of Rents and
     Fixture Filings with Nomura Asset Capital  Corporation  (Permanent Loan and
     Bridge Loan)  [Incorporated  by reference to Exhibit 10.2 in the  Company's
     Current Report on Form 8-K dated June 15, 1998 (File No. 001-13301)]

#10.41 Loan  Agreement  dated as of June 15, 1998  between  Buckeye  Factory
     Shops Limited  Partnership,  Latham  Factory  Stores  Limited  Partnership,
     Carolina  Factory Shops Limited  Partnership,  Shasta Outlet Center Limited
     Partnership, The Prime Outlets at Calhoun Limited Partnership and The Prime
     Outlets at Lee Limited  Partnership  and Nomura Asset  Capital  Coproration
     (Bridge Loan)  [Incorporated  by reference to Exhibit 10.3 in the Company's
     Current Report on Form 8-K dated June 15, 1998 (File No. 001-13301)]

#10.42  Guaranty  dated as of June 15,1998 by Prime Retail,  Inc. to and for
     the benefit of Nomura Asset Capital Corporation  [Incorporated by reference
     to Exhibit 10.4 in the Company's  Current Report on Form 8-K dated June 15,
     1998 (File No. 001-13301)]

#10.43  Guaranty  dated as of June 15,1998 by Prime Retail,  L.P. to and for
     the benefit of Nomura Asset Capital Corporation  [Incorporated by reference
     to Exhibit 10.5 in the Company's  Current Report on Form 8-K dated June 15,
     1998 (File No. 001-13301)]

#10.44  Guaranty  and  Indemnity  Agreement  dated as of June 15,1998 by and
     among Horizon Group  Properties,  Inc.,  Horizon  Group  Properties,  Inc.,
     Horizon Group Properties,  L.P., Prime Retail,  Inc. and Prime Retail, L.P.
     [Incorporated by reference to Exhibit 10.6 in the Company's  Current Report
     on Form 8-K dated June 15, 1998 (File No. 001-13301)]

#10.45 Contribution Agreement dated as of June 15, 1998 by and among Horizon
     Group,  Inc.,  Sky  Merger  Corp.,   Horizon/Glen  Outlet  Centers  Limited
     Partnership,  Horizon Group Properties, Inc., and Horizon Group Properties,
     L.P.  [Incorporated  by reference to Exhibit 10.7 in the Company's  Current
     Report on Form 8-K dated June 15, 1998 (File No. 001-13301)]

10.46Series C Preferred  Share  Repurchase  Agreement dated as of March 31, 1999
     among Security Capital Preferred Growth  Incorporated,  Prime Retail,  Inc.
     and Prime Retail,  L.P.  [Incorporated  by reference to Exhibit 10.1 in the
     Company's  Current  Report  on Form 8-K  dated  March  31,  1999  (File No.
     0-23616)]

12   Statement re  Computation  of Ratio  Earnings to Combined Fixed Charges and
     Preferred Stock Dividends*

21   Subsidiaries of Prime Retail, Inc.*

23   Consent of Ernst & Young LLP*

27.1 Financial Data Schedule*

          Notes:

          # Management contract or compensatory plan or arrangement  required to
          be filed pursuant to Item 14(c).
          * Previously filed.
<PAGE>

 (b)    Reports on Form 8-K

     On April 6, 1999,  the Company  filed a Current  Report on Form 8-K,  dated
March 31, 1999  announcing  the Company  entered into an agreement to repurchase
its outstanding shares of Series C Cumulative  Convertible  Redeemable Preferred
Stock. No financial statements were included.

<PAGE>
                                   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, thereunto duly authorized.


                                                    PRIME RETAIL, INC.

Dated: August 19, 1999                           /s/ Robert P. Mulreaney
       ---------------                           -----------------------
                                                 Robert P. Mulreaney
                                                 Executive Vice President, Chief
                                                 Financial Officer and Treasurer