RESTATED ARTICLES OF INCORPORATION

                                       OF

                              TAUBMAN CENTERS, INC.



1.   These Restated  Articles of Incorporation are executed on behalf of Taubman

     Centers, Inc. (the "Corporation") pursuant to the provisions of Section 643

     of the Michigan Business Corporation Act (the "Act").



2.   The present name of the Corporation is: Taubman Centers, Inc.



3.   The  corporation  identification  number  (CID)  assigned by the Bureau is:

     011-602.



4.   Except for the Corporation's present name, the Corporation has not used any

     name other than Taubman Realty, Inc.



5.   The date of filing the original  articles of incorporation was November 21,

     1973.



6.   These Restated Articles of Incorporation  were duly adopted by the Board of

     Directors of the  Corporation in accordance  with the provisions of Section

     641(4) of the Act.



7.   The following Restated Articles of Incorporation only restate and integrate

     (and do not further  amend) the  Corporation's  Second Amended and Restated

     Articles of  Incorporation,  as  previously  amended.  There is no material

     discrepancy between the provisions of the Corporation's  Second Amended and

     Restated Articles of Incorporation,  as amended, and the following Restated

     Articles of Incorporation (referred to below as "these Amended and Restated

     Articles of Incorporation").



                                    ARTICLE I

                                      Name



The name of the Corporation is:  Taubman Centers, Inc.



                                   ARTICLE II

                                     Purpose



The purpose for which the Corporation is organized is to:



1.   own,  hold,  develop  and  dispose of and invest in any type of retail real

     property  or  mixed  use  real  property  having  a  retail   component  of

     significant  value in  relation  to the value of the entire  mixed use real

     property,  including  any entity whose  material  assets  include such real

     properties  including,  but not limited to,  partnership  interests  in The

     Taubman Realty Group Limited  Partnership,  a Delaware limited partnership,

     and any successor thereto ("TRG");



2.   act as managing general partner of TRG;



3.   at such time, if ever, as TRG distributes its assets to its partners,  own,

     hold, manage, develop and dispose of said assets and in all other respects,

     carry on the business of TRG;



4.   qualify as a REIT (as hereinafter defined); and



                                       1

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5.   engage in any other  lawful act or activity for which  corporations  may be

     organized under the Michigan Business Corporation Act in addition to any of

     the  foregoing   purposes,   that  is  consistent  with  the  Corporation's

     qualification as a REIT.



                                   ARTICLE III

                                     Capital



1.   Classes and Number of Shares.



     The total  number of shares of all  classes of stock  that the  Corporation

shall  have  authority  to issue is  500,000,000  shares.  The  classes  and the

aggregate number of shares of stock of each class are as follows:



          250,000,000  shares of Common  Stock,  par value  $0.01 per share (the

     "Common  Stock"),  which  shall have the rights and  limitations  set forth

     below.



          250,000,000 shares of preferred stock (the "Preferred  Stock"),  which

     may  be  issued  in  one  or  more  series  having  such  relative  rights,

     preferences,  priorities, privileges,  restrictions, and limitations as the

     Board of Directors may determine from time to time.



2.   Certain Powers, Rights, and Limitations of Capital Stock.



     (a) Common Stock. Subject to the rights, preferences,  and limitations that

the Board of Directors designates with respect to any series of Preferred Stock,

a statement of certain  powers,  rights,  and  limitations  of the shares of the

Common Stock is as follows:



          (i) Dividend  Rights.  The holders of shares of the Common Stock shall

     be entitled to receive  such  dividends  as may be declared by the Board of

     Directors of the Corporation  with respect to the Common Stock,  subject to

     the preferential  rights of any series of Preferred Stock designated by the

     Corporation's Board of Directors.



          (ii) Rights Upon Liquidation.  Subject to the provisions of Subsection

     (e) of this Section 2 of this Article III, in the event of any voluntary or

     involuntary liquidation,  dissolution or winding up of, or any distribution

     of the  assets  of, the  Corporation,  each  holder of shares of the Common

     Stock  shall be  entitled to  receive,  ratably  with each other  holder of

     shares of the Common Stock,  that portion of the assets of the  Corporation

     available for  distribution to its holders of shares of Common Stock as the

     number of shares of the Common Stock held by such holder bears to the total

     number of shares of Common  Stock  (including  shares of Common  Stock that

     have become Excess Stock) then outstanding.



     (b) Voting  Rights.  Subject to the  provisions of  Subsection  (e) of this

Section 2 of this  Article  III, the holders of shares of the Common Stock shall

be  entitled  to vote on all matters  (for which a common  shareholder  shall be

entitled  to  vote  thereon)  at  all  meetings  of  the   shareholders  of  the

Corporation,  and shall be  entitled  to one vote for each  share of the  Common

Stock  entitled  to  vote  at  such  meeting.  Any  action  to be  taken  by the

shareholders,  other than the  election of  directors  or  adjourning a meeting,

including, but not limited to, the approval of an amendment to these Amended and

Restated  Articles of  Incorporation  (other than an  amendment  by the Board of

Directors to establish the relative rights, preferences, priorities, privileges,

restrictions,  and  limitations of Preferred Stock as provided in Subsection (c)

of this Section 2 of this Article III, which amendment by the Board of Directors

shall require no action to be taken by the shareholders), shall be authorized if

approved by the  affirmative  vote of  two-thirds of the shares of Capital Stock

entitled to vote thereon.  Directors shall be elected if approved by a plurality

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