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October 23, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: DELAYING AMENDMENT PURSUANT TO RULE 473
Ladies and Gentlemen:
Pursuant to Rule 473(c) of the Securities Act of 1933, as amended, Prime
Retail, Inc., hereby amends its Registration Statement on Form S-3 (File No.
333-65617) by adding the following text on the facing page thereof
immediately follows the calculation of the registration fee:
"The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states
that this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until
the registration statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine."
Very truly yours,
/s/ C. Alan Schroeder
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C. Alan Schroeder
Executive Vice President and General Counsel
Prime Retail, Inc.
SJG:ndj
