SCHEDULE 14A INFORMATION
                  Proxy Statement Pursuant to Section 14(a) of
              the Securities Exchange Act of 1934 (Amendment No.  )

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|_|       Preliminary Proxy Statement

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          14a-6(e)(2))

|_|       Definitive Proxy Statement

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|X|       Soliciting Material Pursuant toss.240.14a-12



                               Prime Retail, Inc.

                (Name of Registrant as Specified In Its Charter)

                                ----------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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On September 22, 2003, Prime Retail, Inc. (the "Company") announced in a press
release that it will hold a special meeting of stockholders (the "Special
Meeting") on Thursday, October 30, 2003 in Baltimore, Maryland. The purpose of
the Special Meeting will be to consider and approve the previously announced
agreement under which the Company will be acquired by an affiliate of The
Lightstone Group, LLC, a New Jersey-based real estate company. The record date
for the Special Meeting is September 23, 2003.

FOR IMMEDIATE RELEASE                      FOR MORE INFORMATION CALL
                                           Prime Retail, Inc.:
September 22,  2003                        Investors:   Robert A. Brvenik
                                                        President and Chief
                                                        Financial Officer
                                                        (410) 234-1750

                                           Media:    Steven A. Sless
                                                     Director - Public Relations
                                                     (410) 234-8333





          PRIME RETAIL ANNOUNCES SPECIAL MEETING OF STOCKHOLDERS TO BE
           OCTOBER 30, 2003, WITH A RECORD DATE OF SEPTEMBER 23, 2003


     BALTIMORE -- Prime Retail,  Inc. (the "Company") (OTC Bulletin Board: PMRE,
PMREP,   PMREO)  announced  today  that  it  will  hold  a  special  meeting  of
stockholders (the "Special Meeting") on Thursday, October 30, 2003 in Baltimore,
Maryland. The purpose of the Special Meeting will be to consider and approve the
previously  announced  agreement  under which the Company will be acquired by an
affiliate of The Lightstone  Group,  LLC, a New Jersey-based real estate company
(the  "Acquisition").  The record date for the Special  Meeting is September 23,
2003. Accordingly,  our common stockholders and preferred stockholders of record
as of the close of business on September 23, 2003 will be entitled to notice of,
and vote at, the Special Meeting.

     Prime Retail is a  self-administered,  self-managed  real estate investment
trust engaged in the  ownership,  leasing,  marketing  and  management of outlet
centers throughout the United States. Prime Retail currently owns and/or manages
36 outlet centers totaling  approximately 10.2 million square feet of GLA. Prime
Retail also owns 154,000  square feet of office space.  Prime Retail has been an
owner,  operator and a developer of outlet  centers since 1988.  For  additional
information, visit Prime Retail's website at www.primeretail.com.

Some of the statements  contained  herein which are not statements of historical
facts  are  forward-looking   statements  within  the  meaning  of  the  Private
Securities Litigation Reform Act of 1995 that reflect management's current views
with respect to future events and financial  performance.  The words "believes,"
"expects,"  "anticipates,"  "estimates"  and similar  words or  expressions  are
generally intended to identify  forward-looking  statements.  Actual results may
differ   materially   from  those   expected   because  of  various   risks  and
uncertainties,  including,  but not  limited  to,  changes in  general  economic
conditions,  adverse  changes in real estate  markets as well as other risks and
uncertainties  included  from  time to time in the  Company's  filings  with the
Securities and Exchange  Commission.  Prime Retail accepts no responsibility for
updating forward-looking statements.

INVESTOR NOTICE

     Prime  Retail  plans  to file  with  the SEC a proxy  statement  and  other
relevant  documents  concerning the  Acquisition.  Investors of Prime Retail are
urged to read  the  proxy  statement  when it is filed  and any  other  relevant
documents  filed with the SEC because they will contain  important  information.
You will be able to obtain the documents,  when they become  available,  free of
charge at the website maintained by the SEC at www.sec.gov. In addition, you may
obtain  documents filed with the SEC by Prime Retail free of charge by accessing
the Company's website at  www.primeretail.com or by requesting such documents in
writing from Prime Retail,  Inc., 100 East Pratt Street, 19th Floor,  Baltimore,
Maryland 21202 or by telephone at (410) 234-0782.

     Prime Retail,  its  directors  and executive  officers and certain of Prime
Retail's  employees  may be deemed to be  participants  in the  solicitation  of
proxies  from  the   stockholders   of  Prime  Retail  in  connection  with  the
Acquisition.  These  participants  may have  interests  in the  Acquisition,  if
consummated,  including  interests  resulting from holding  equity  interests in
Prime Retail or its operating  partnership.  Information  about the interests of
directors  and  executive  officers  of Prime  Retail  and  their  ownership  of
securities of Prime Retail will be set forth in the proxy statement.

     Investors  should  read  the  proxy  statement  carefully  when it  becomes
available before making any voting or investment decisions.