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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1 )*

Prime Retail, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

741570105

(CUSIP Number)

C. Alan Schroeder

Executive Vice President, General Counsel and Secretary

100 E. Pratt Street, 19^th Floor

Baltimore, MD 21202

Telephone: 410/234-0782

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 13, 2000

(Date of Event which Requires Filing of this Statement)

 If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ___.

Note:Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP NO. 714570105

1) Names of Reporting Persons S.S. or IRS Identification Nos. of Above Person ###-##-####

 2) Check the Appropriate Box if a Member of a Group (See Instructions)________________

(a)______________________________________________________________________

(b)______________________________________________________________________

3) SEC Use Only____________________________________________________________

4) Source of Funds (See Instructions) PF

5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

6) Citizenship or Place of Organization United States

Number of (7) Sole Voting Power 4,600,230

Shares Bene-

ficially (8) Shared Voting Power 0

Owned by

Each (9) Sole Dispositive Power 4,600,230

Reporting

Person

With (10) Shared Dispositive Power 0

 11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,600,230

12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)___

13) Percent of Class Represented by Amount in Row (11) 10.4%

14) Type of Reporting Person (See Instructions) IN

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Item 1. Security and Issuer.

The class of equity securities to which this Schedule 13D relates is the shares of common stock $.01 par value per share (the "Common Stock ") of Prime Retail, Inc. (the "Company"). The principal executive office of the Company is located at 100 E. Pratt Street, 19^th Floor, Baltimore, MD 21202.

Item 2. Identity and Background.

This statement is being filed by Maurice A. Halperin. My business address is 17890 Deauville Lane, Boca Raton, FL 33496. I am a private investor. During the last five years, I have not been convicted in a criminal proceeding (excluding traffic violations or other similar misdemeanors) and I have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in my being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. I am a citizen of the United States.

Item 3. Source and Amount of Funds or Other Consideration.

The source of the funds for the purchase of the Common Stock was my personal funds. I am including in my purchase cost the Company's 8.5% Series B Cumulative Participating Convertible Preferred Stock, $.01 par value (the "Convertible Preferred Stock"). The total amount of money used to purchase the Common Stock and Convertible Preferred Stock was $13,111,382. This includes $9,228,565 for the purchase of 3,973,309 shares of Common Stock and $3,882,818.29 for the purchase of a total of 524,100 shares of the Convertible Preferred Stock, which are currently convertible into 626,928 shares of Common Stock.

Item 4. Purpose of Transaction.

The purpose for the acquisition of the Common Stock and the Convertible Preferred Stock is investment.

Item 5. Interest in Securities of the Issuer.

The event that requires filing of this Amendment No. 1 is an increase of over 1% in my beneficial ownership of the Company's Common Stock from the 8.5% reported on the Schedule 13D filed on August 24, 2000. September 13, 2000 is the date of the event requiring the filing of this amendment. As of September 14, 2000, I own beneficially 4,600,237 shares or 10.4% of the Company's outstanding Common Stock. My ownership includes 3,973,309 shares of the Common Stock and 524,100 shares of Convertible Preferred Stock, currently convertible into 626,928 shares of Common Stock. I have the sole power to vote and dispose of the shares of Common Stock and Convertible Preferred Stock. There is no shared power to vote or dispose of the shares I own.

In the Schedule 13D filed on August 24, 2000, I reported all transactions in the previous sixty days from June 19, 2000 through August 17, 2000. During the period from August 18, 2000 through September 13, 2000, I acquired 840,000 shares of Common Stock in 12 open market transactions on the New York Stock Exchange made on my behalf by CIBC Oppenheimer Corporation, a securities broker-dealer. The table below lists the transaction date for each of the purchases of the Common Stock, number of shares purchased, price per share and total purchase price.

<TABLE>

<CAPTION>

Transaction Number of Shares

Date Purchased Price Per Share Net Purchase Price

<S> <C> <C> <C>

08/28/2000 50,000 .688 34,413.85

08/28/2000 25,000 .688 17,187.50

08/31/2000 18,000 .625 11,288.85

08/31/2000 18,000 .625 11,250.00

09/05/2000 50,000 .625 32,785.10

09/08/2000 72,000 .563 40,538.85

09/13/2000 60,000 .50 30,038.85

09/13/2000 54,000 .50 27,000.00

09/13/2000 72,000 .50 36,000.00

09/13/2000 90,000 .50 45,000.00

09/13/2000 81,000 .50 40,500.00

09/13/2000 250,000 .50 125,003.85

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Item 6. Contracts, Arrangements, Understandings or Relationships with

Respect to Securities of the Issuer.

Not applicable.

Item 7. Material to be Filed as Exhibits.

None.

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and accurate.

DATE: September 15, 2000

/S/ Maurice A. Halperin

Signature

Maurice A. Halperin

Name and Title

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

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