<PAGE>

                       Exhibit 4.3 follows (C 0396)

<PAGE>

NUMBER                                                                SHARES


                                                      See Reverse For 
                                                    Certain Definitions



See restrictive legend          
on reverse of certificate                           CUSIP 741570 10 5

                            PRIME RETAIL, INC.

               INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND


This Certifies that


is the record holder of



           FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, 
                        PAR VALUE $.01 PER SHARE OF

-------------------------------PRIME RETAIL, INC.-----------------------------

transferable on the books of the Corporation by the holder hereof in person 
or by duly authorized attorney upon the surrender of this Certificate 
properly endorsed. This Certificate is not valid unless countersigned by the 
Transfer Agent and registered by the Registrar. Witness the facsimile seal of 
the Corporation and the facsimile signatures of the duly authorized officers.

                            CERTIFICATE OF STOCK

Dated

Michael W. Reschke                                        C. Alan Schroeder
    Chairman of the Board                                       Secretary

Abraham Rosenthal
   Chief Executive Officer

William H. Carpenter, Jr.
   President, Chief Operating Officer



<PAGE>

                                PRIME RETAIL, INC.

The shares represented by this certificate are subject to restrictions on 
Beneficial Ownership and Transfer for the purpose of the Corporation's 
maintenance of its status as a Real Estate Investment Trust under the 
Internal Revenue Code of 1986, as amended (the "Code"). Subject to certain 
further restrictions and except as expressly provided in the Corporation's 
Amended and Restated Articles of Incorporation, no Person may (i) 
Beneficially Own shares of the Corporation's Common Stock in excess of 9.9%; 
or (ii) Beneficially Own Common Stock that would result in the Corporation 
being "closely held" under Section 856(h) of the Code. Any Person who 
Beneficially Owns or attempts to Beneficially Own shares of Common Stock 
which causes or will cause a Person to Beneficially Own shares of Common 
Stock in excess of the above limitations must immediately notify the 
Corporation. Any Transfer of shares of Common Stock in violation of the 
limitations set forth in the Corporation's Amended and Restated Articles of 
Incorporation shall be void ab initio. If the restrictions on Transfer are 
violated, the shares of Common Stock represented hereby will be automatically 
exchanged for shares of Excess Common Stock which will be held in trust by 
the Corporation. Also, the Corporation has the authority to issue stock of 
more than one class, including preferred stock and stock that may be issued 
in special classes or series. All capitalized terms in this legend have the 
meanings defined in the Corporation's Amended and Restated Articles of 
Incorporation, as the same may be amended from time to time, a copy of which, 
including the restrictions on transfer and the terms of the preferences, 
conversion and other rights, voting powers, restrictions, limitations as to 
dividends, qualifications, and terms of redemption of the authorized classes 
and series and the authority of the board of directors to set relative rights 
and preferences of subsequent series will be sent without charge to each 
holder of Common Stock who so requests.

     The following abbreviations, when used in the inscription on the face of 
this certificate, shall be construed as though they were written out in full 
according to applicable laws or regulations:

TEN COM-as tenants in             UNIF GIFT MIN ACT--_______Custodian______
        common                                       (Cust)         (Minor)
TEN ENT-as tenants by the entireties             under Uniform Gifts to Minors
JT TEN- as joint tenants with right of 
        survivorship and not as tenants          Act________________
        in common                                       (State)

      Additional abbreviations may also be used though not in the above list.

For value received, ___________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE


_______________________________________

_______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________  shares
of the capital stock represented by the within Certificate, and do hereby 
irrevocably constitute and appoint

___________________________________________________________________ Attorney to 
transfer the said stock on the books of the within named Corporation with full
power of substitution in the premises.

Dated____________________________________


                                      ________________________________________
                                      Notice: The signature to this assignment 
                                      must correspond with the name as written
                                      upon the face of the certificate in every 
                                      particular, without alteration or 
                                      enlargement or any change whatever.








_______________________________________________________________________________
THIS SPACE MUST NOT BE COVERED IN ANY WAY