Exhibit 3.1


                               PRIME RETAIL, INC.

                              ARTICLES OF AMENDMENT


     Prime Retail, Inc. (the  "Corporation"),  a Maryland corporation having its
principal  office at 100 East Pratt  Street,  19th  Floor,  Baltimore,  Maryland
21202,  hereby  certifies to the State Department of Assessments and Taxation of
Maryland that:

     FIRST:  The Charter of the  Corporation  is hereby amended by adding to the
charter the following new Section 6.0.8 which shall be as follows:

         "Section 6.0.8  Required Vote.  Notwithstanding  any  provision  of law
         requiring the authorization of any merger or consolidation by a greater
         proportion that a majority of  the  total  number  of  shares of Common
         Stock, such merger or consolidation shall  be  valid  and  effective if
         authorized by (i) the affirmative vote of the  holders of a majority of
         the total number of shares of Common Stock  outstanding and entitled to
         vote  thereon  and (ii)  the  requisite  vote  of  holders of all other
         classes of  capital  stock  outstanding and entitled to vote thereon as
         required  by  these  Amended  and Restated Articles of Incorporation or
         applicable law."

     SECOND:  This amendment of the charter of the Corporation has been approved
by the board of directors of the Corporation  and by the common  stockholders of
the Corporation.

     THIRD:  The Articles of Amendment shall become effective on the 30th day of
October, 2003.


                                   Page - (2)


     We the  undersigned  being the President  and Secretary of the  Corporation
swear under penalties of perjury that the foregoing is a corporate act.



PRIME RETAIL, INC.                                 PRIME RETAIL, INC.



By:     /s/ R. Kelvin Antill                       By:     /s/ Robert A. Brvenik
        --------------------                               ---------------------
Name:   R. Kelvin Antill                           Name:   Robert A. Brvenik
Title:  Secretary                                  Title:  President



Return Address

R. Kelvin Antill
Prime Retail, Inc.
100 East Pratt Street
19th Floor
Baltimore, Maryland  21202