<PAGE>

                          Exhibit 4.2 follows (PB 0164)
<PAGE>

NUMBER                                                                 SHARES



                                                      See Reverse For 
                                                    Certain Definitions



See restrictive legend          
on reverse of certificate                            CUSIP 741570 30 3

                            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 8.5% SERIES B CUMULATIVE 
   PARTICIPTATING CONVERTIBLE PREFERRED 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


                           PRIME RETAIL, INC.

                                 [SEAL]

                                 MARYLAND

<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 Series B Preferred Stock or 
Common Stock in excess of 9.9% of the outstanding Series B Preferred Stock or 
Common Stock, as the case may be of the Corporation; or (ii) Beneficially Own 
Series B Preferred Stock or 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 Series B 
Preferred Stock or Common Stock which causes or will cause a Person to 
Beneficially Own shares of Series B Preferred Stock or Common Stock in excess 
of the above limitations must immediately notify the Corporation. Any 
Transfer of shares of Series B Preferred 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 Series B Preferred Stock represented hereby will be 
automatically exchanged for shares of Excess Series B Preferred 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 act relative rights and preferences of subsequent 
series will be sent without charge to each holder of Series B Preferred 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 Certificates, 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