UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                     FORM 15

CERTIFICATION  AND NOTICE OF TERMINATION OF REGISTRATION  UNDER SECTION 12(g) OF
THE SECURITIES  EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER
SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number     001-13301
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                               Prime Retail, Inc.
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             (Exact name of registrant as specified in its charter)


      100 East Pratt Street, Nineteenth Floor, Baltimore, Maryland 21202,
                                 (410) 234-0782
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  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)


                     Common Stock, $0.01 par value per share
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   10.5% Series A senior cumulative preferred stock, $0.01 par value per share
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 8.5% Series B cumulative participating convertible preferred stock, $0.01 par
                                value per share
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            (Title of each class of securities covered by this Form)


                                      None
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   (Titles of all other classes of securities for which a duty to file reports
                     under section 13(a) or 15(e) remains)

     Please  place  an X in  the  box(es)  to  designate  the  appropriate  rule
provisions(s) relied upon to terminate or suspend the duty to file reports:

         Rule 12g-4(a)(1)(i)        [X]           Rule 12h-3(b)(1)(i)       [X]
         Rule 12g-4(a)(1)(ii)       [  ]          Rule 12h-3(b)(1)(ii)      [  ]
         Rule 12g-4(a)(2)(i)        [  ]          Rule 12h-3(b)(2)(i)       [  ]
         Rule 12g-4(a)(2)(ii)       [  ]          Rule 12h-3(b)(2)(ii)      [  ]
                                                  Rule 15d-6                [  ]


Approximate number of holders of record as of the certification or notice date:
0 (zero)*
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     * Effective as of December 11, 2003,  Prime Retail,  Inc.  (the  "Company")
merged with and into Prime Outlets Acquisition  Company,  LLC ("Outlets"),  with
Outlets as the surviving  company in such merger.  At the effective  time of the
merger,  each outstanding  share of (i) common stock, par value $0.01 per share,
(ii)  10.5%  Series A senior  cumulative  preferred  stock,  $0.01 par value per
share, and (iii) 8.5% Series B cumulative  participating  convertible  preferred
stock,  $0.01 par value per share,  was converted  into the right to receive the
cash merger consideration.

                                   Page - (2)



     Pursuant to the requirements of the Securities  Exchange Act of 1934, Prime
Retail, Inc. has caused this  certification/notice to be signed on its behalf by
the undersigned duly authorized person.




Date:   December 11, 2003              By:      /s/ Glenn D. Reschke
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                                       Name:    Glenn D. Reschke
                                       Title:   Chairman and Chief Executive
                                                Officer



Instruction:  This  form is  required  by Rules  12g-4,  12h-3  and 15d-6 of the
General Rules and  Regulations  under the  Securities  Exchange Act of 1934. The
registrant  shall file with the Commission three copies of Form 15, one of which
shall be manually signed.  It may be signed by an officer of the registrant,  by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.