EXHIBIT 3.4
-----------


                        URBAN SHOPPING CENTERS, INC.

                           ARTICLES SUPPLEMENTARY

         SERIES B CUMULATIVE CONVERTIBLE REDEEMABLE PREFERRED STOCK


      Urban Shopping Centers, Inc., a Maryland corporation (hereinafter
called the "Corporation"), hereby certifies to the Department of
Assessments and Taxation of the State of Maryland that:

      FIRST: The Board of Directors of the Corporation has classified and
designated 773,515 unissued shares of series preferred stock, par value
$.01 per share, of the Corporation as shares of Series B Cumulative
Convertible Redeemable Preferred Stock ("Series B Preferred Stock"), with
the preferences, rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption thereof as
follows, which upon any restatement of the Corporation's charter (the
"Charter") shall be made part of Article Fifth thereof, with any necessary
or appropriate changes to the enumeration or lettering of sections or
subsections hereof:

      SECTION 1.  NUMBER OF SHARES AND DESIGNATION.  The Series B Preferred
Stock shall be designated as "Series B Cumulative Convertible Redeemable
Preferred Stock" and the authorized number of shares of Series B Preferred
Stock constituting such series shall be 773,515, which number may be
decreased from time to time by the Board pursuant to Section 6 upon
reacquisition thereof in any manner, or by retirement thereof.

      SECTION 2.  DEFINITIONS.  For purposes of the Series B Preferred
Stock, the following terms shall have the meanings indicated:

            "Act" shall mean the Securities Act of 1933, as amended.

            "Affiliate" shall mean, with respect to any Person, a Person
which directly, or indirectly through one or more intermediaries, controls
or is controlled by, or is under common control with, the Person specified.

            "Base Common Stock Dividend" shall have the meaning set forth
in paragraph (a) of Section 9.

            "Board" shall mean the Board of Directors of the Corporation or
any committee authorized by such Board of Directors to perform any of its
responsibilities with respect to the Series B Preferred Stock.

            "Business Day" shall mean any day other than a Saturday, Sunday
or a day on which state or federally chartered banking institutions in
Chicago, Illinois are not required to be open.

            "Call Date" shall have the meaning set forth in Section 5(b).

            "Common Stock" shall mean the common stock, par value $.01 per
share, of the Corporation or the Corporation's capital stock into which the
outstanding Common Stock is reclassified.

            "Conversion Price" shall mean the conversion price per share of
Common Stock for which each share of Series B Preferred Stock is
convertible, as such Conversion Price may be adjusted pursuant to Section
7(d). The initial Conversion Price shall be $32.32 (equivalent to an
initial conversion rate of one share of Common Stock for each share of
Series B Preferred Stock).



<PAGE>


            "Current Market Price" of publicly traded shares of Common
Stock or any other class or series of capital stock or other security of
the Corporation or of any similar security of any other issuer for any day
shall mean the closing price, regular way on such day, or, if no sale takes
place on such day, the average of the reported closing bid and asked prices
regular way on such day, in either case as reported on the principal
national securities exchange on which such securities are listed or
admitted for trading, or, if such security is not quoted on any national
securities exchange, on the National Market of the National Association of
Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or, if such
security is not quoted on NASDAQ, the average of the closing bid and asked
prices on such day in the over-the-counter market as reported by NASDAQ or,
if bid and asked prices for such security on such day are not reported
through NASDAQ, the average of the bid and asked prices on such day as
furnished by any New York Stock Exchange or National Association of
Securities Dealers, Inc. member firm regularly making a market in such
security selected for such purpose by the Chief Executive Officer of the
Corporation or the Board or if any class or series of securities is not
publicly traded, the fair value of the shares of such class or series as
determined reasonably and in good faith by the Board.

            "Distribution" shall have the meaning set forth in paragraph
(iii) of Section 7(d).

            "Dividend Payment Date" shall mean, with respect to any
Dividend Period, (a) the date that cash dividends are paid on the Common
Stock with respect to such Dividend Period or (b) if such dividends have
not been paid on the Common Stock by 9:00 a.m., New York City time, on the
70th day from and including the last day of such Dividend Period, then on
that 70th day; provided, further, that if any Dividend Payment Date falls
on any day other than a Business Day, the dividend payment payable on such
Dividend Payment Date shall be paid on the Business Day immediately
following such Dividend Payment Date.

            "Dividend Periods" shall mean the Initial Dividend Period and
each subsequent quarterly dividend period commencing on and including
January 1, April 1, July 1 and October 1 of each year and ending on and
including the day preceding the first day of the next succeeding Dividend
Period, other than the Dividend Period during which any Series B Preferred
Stock is redeemed pursuant to Section 5, which shall end on and include the
Call Date with respect to the Series B Preferred Stock being redeemed.

            "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

            "Fair Market Value" shall mean the average of the daily Current
Market Prices of a share of Common Stock during five consecutive Trading
Days selected by the Corporation commencing not more than twenty Trading
Days before, and ending not later than, the earlier of the day in question
and the day before the "ex" date with respect to the issuance or
distribution requiring such computation. The term "'ex' date," when used
with respect to any issuance or distribution, means the first day on which
the Common Stock trades regular way, without the right to receive such
issuance or distribution, on the exchange or in the market, as the case may
be, used to determine that day's Current Market Price.

            "Initial Dividend Period" shall mean the period commencing on
and including the Issue Date and ending on and including December 31, 1998.

            "Issue Date" shall mean December 29, 1998. 

            "Junior Stock" shall have the meaning set forth in Section
8(c).

            "NYSE" shall mean the New York Stock Exchange, Inc.

            "Parity Stock" shall have the meaning set forth in Section
8(b).



<PAGE>


            "Person" shall mean any individual, firm, partnership,
corporation or other entity, including any successor (by merger or
otherwise) of such entity.

            "Senior Stock" shall have the meaning set forth in Section
8(a).

            "Set apart for payment" shall be deemed to include, without any
action other than the following, the recording by the Corporation in its
accounting ledgers of any accounting or bookkeeping entry which indicates,
pursuant to a declaration of dividends or other distributions by the Board,
the allocation of funds to be so paid on any series or class of capital
stock of the Corporation; provided, however, that if any funds for any
class or series of Junior Stock or any class or series of Parity Stock are
placed in a separate account of the Corporation or delivered to a
disbursing, paying or other similar agent, then "set apart for payment"
with respect to the Series B Preferred Stock shall mean placing such funds
in a separate account or delivering such funds to a disbursing, paying or
other similar agent.

            "Trading Day" shall mean, with respect to any securities, any
day on which such securities are traded on the principal national
securities exchange on which such securities are listed or admitted for
trading or, if such securities are not listed or admitted for trading on
any national securities exchange, NASDAQ or, if such securities are not
listed or admitted for trading on NASDAQ, any Business Day.

            "Transaction" shall have the meaning set forth in Section 7(e).

            "Transfer Agent" means such transfer agent as may be designated
by the Board or its designee as the transfer agent for the Series B
Preferred Stock; provided that, if the Corporation has not designated a
transfer agent, then the Corporation shall act as the transfer agent for
the Series B Preferred Stock.

            "Voting Preferred Stock" shall have the meaning set forth in
Section 9.

      SECTION 3.  DIVIDENDS.

            (a)   The holders of Series B Preferred Stock shall be entitled
to receive, when, as and if authorized and declared by the Board out of
funds legally available for that purpose, cumulative dividends payable in
cash in an amount per share equal to the greater of (i) the base dividend
of $0.525 per quarter (the "Base Rate") or (ii) the cash dividends declared
on the number of shares of Common Stock, or portion thereof, into which a
share of Series B Preferred Stock would then be convertible, without regard
to any time restrictions on the convertibility of the Series B Preferred
Stock. The amount referred to in clause (ii) of this paragraph (a) with
respect to each succeeding Dividend Period shall be determined as of the
applicable Dividend Payment Date by multiplying the number of shares of
Common Stock, or portion thereof calculated to the fourth decimal point,
into which a share of Series B Preferred Stock would then be convertible
(without regard to any time restrictions on the convertibility of the
Series B Preferred Stock) at the opening of business on such Dividend
Payment Date (based on the Conversion Price then in effect) by the
aggregate cash dividends payable or paid for such Dividend Period in
respect of a share of Common Stock outstanding as of the record date for
the dividend payable on the Common Stock for such Dividend Period. If (A)
the Corporation pays a cash dividend on the Common Stock after the Dividend
Payment Date for the corresponding Dividend Period and (B) the dividend on
the Series B Preferred Stock for such Dividend Period calculated pursuant
to clause (ii) of this paragraph (a), taking into account the Common Stock
dividend referenced in clause (A), exceeds the dividend previously declared


<PAGE>


on the Series B Preferred Stock for such Dividend Period, the Corporation
shall pay an additional dividend to the holders of the Series B Preferred
Stock on the date that the Common Stock dividend referenced in clause (A)
is paid, in an amount equal to the difference between the dividend
calculated pursuant to clause (B) and the dividends previously declared on
the Series B Preferred Stock with respect to such Dividend Period. Such
dividends shall be cumulative from the Issue Date, whether or not in any
Dividend Period or Periods such dividends are declared or there are funds
of the Corporation legally available for the payment of such dividends, and
shall be payable quarterly in arrears on the Dividend Payment Dates,
commencing on the first Dividend Payment Date after the Issue Date. Each
such dividend shall be payable in arrears to the holders of record of the
Series B Preferred Stock, as they appear on the stock records of the
Corporation at the close of business on such record date as is fixed by the
Board which shall be not more than 60 days prior to the corresponding
Dividend Payment Date and, within such 60-day period, shall be the same
date as the record date for the regular quarterly dividend payable on the
Common Stock for such Dividend Period (or, if there is no such record date
for the Common Stock, then such date as the Board may fix). Accumulated,
accrued and unpaid dividends for any past Dividend Periods may be
authorized or declared and paid at any time, without reference to any
regular Dividend Payment Date, to holders of record on such record date as
may be fixed by the Board which shall be not more than 45 days prior to the
corresponding payment date.

            (b)   The amount of dividends payable per share of Series B
Preferred Stock for the Initial Dividend Period, or any other period
shorter than a full Dividend Period, shall be computed ratably on the basis
of a 360-day year of twelve 30-day months. Holders of Series B Preferred
Stock shall not be entitled to any dividends, whether payable in cash,
property or stock, in excess of cumulative dividends as herein provided on
the Series B Preferred Stock. No interest, or sum of money in lieu of
interest, shall be payable in respect of any dividend payment or payments
on the Series B Preferred Stock which may be in arrears.

            (c)   So long as any of the Series B Preferred Stock is
outstanding, except as described in the immediately following sentence, no
dividends shall be declared or paid or set apart for payment by the
Corporation and no other distribution of cash or other property shall be
declared or made directly or indirectly by the Corporation with respect to
any class or series of Parity Stock for any period unless all accumulated,
accrued and unpaid dividends have been or contemporaneously are declared
and paid or declared and a sum sufficient for the payment thereof set apart
for payment for all past Dividend Periods with respect to the Series B
Preferred Stock. When dividends are not paid in full or a sum sufficient
for such payment is not set apart for payment as provided above, all
dividends declared on the Series B Preferred Stock and all dividends
declared on any other class or series of Parity Stock shall be declared
ratably in proportion to the respective amounts of dividends accumulated,
accrued and unpaid on the Series B Preferred Stock and on such Parity
Stock.

            (d)   So long as any of the Series B Preferred Stock is
outstanding, no dividends (other than dividends or distributions paid in,
or options, warrants or rights to subscribe for or purchase, Junior Stock)
shall be declared or paid or set apart for payment by the Corporation and
no other distribution of cash or other property shall be declared or made
directly or indirectly by the Corporation with respect to any class or
series of Junior Stock, nor shall any Junior Stock be redeemed, purchased
or otherwise acquired (other than a redemption, purchase or other
acquisition of Common Stock made for purposes of an employee incentive or
benefit plan of the Corporation or any subsidiary) for any consideration
(or any moneys be paid to or made available for a sinking fund for the
redemption of any Junior Stock) directly or indirectly by the Corporation
(except by conversion into or exchange for Junior Stock), nor shall any
other cash or other property otherwise be paid or distributed to or for the


<PAGE>


benefit of any holder of Junior Stock in respect thereof directly or
indirectly by the Corporation unless in each case (i) all dividends
(including all accumulated, accrued and unpaid dividends) have been or
contemporaneously are declared and paid or declared and a sum sufficient
for the payment thereof set apart for payment for all past Dividend Periods
with respect to the Series B Preferred Stock and all past dividend periods
with respect to any Parity Stock and (ii) a sum sufficient for the payment
thereof has been or contemporaneously is paid or set apart for payment of
the dividend for the current Dividend Period with respect to the Series B
Preferred Stock and the current dividend period with respect to any Parity
Stock.

      SECTION 4.  LIQUIDATION PREFERENCE.

            (a)   Upon any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, before any payment or
distribution of the assets of the Corporation (whether   capital or
surplus) shall be made to or set apart for the holders of Junior Stock, the
holders of Series B Preferred Stock shall be entitled to receive $32.32 per
share of Series B Preferred Stock (the "Liquidation Preference"), plus an
amount equal to all dividends (whether or not earned or declared)
accumulated, accrued and unpaid thereon to the date of final distribution
to such holders, if any; but such holders shall not be entitled to any
further payment. Until the holders of the Series B Preferred Stock have
been paid the Liquidation Preference in full, plus an amount equal to all
dividends (whether or not earned or declared) accumulated, accrued and
unpaid thereon to the date of final distribution to such holders, no
payment shall be made to any holder of Junior Stock upon any liquidation,
dissolution or winding up of the Corporation. If, upon any liquidation,
dissolution or winding up of the Corporation, the assets of the
Corporation, or the proceeds thereof, distributable among the holders of
Series B Preferred Stock are insufficient to pay in full such preferential
amount and liquidating payments on any other class or series of Parity
Stock, then such assets, or the proceeds thereof, shall be distributed
among the holders of Series B Preferred Stock and any such other Parity
Stock ratably in proportion to the respective amounts which would be
payable on such Series B Preferred Stock and any such other Parity Stock if
all amounts payable thereon were paid in full.

            (b)   Upon any liquidation, dissolution or winding up of the
Corporation, after payment has been made in full to the holders of Series B
Preferred Stock and any Parity Stock as provided in this Section 4, any
other series or class of Junior Stock shall, subject to the respective
terms thereof, be entitled to receive any and all assets remaining to be
paid or distributed, and the holders of the Series B Preferred Stock and
any Parity Stock shall not be entitled to share therein.

            (c)   For purposes of this Section 4, (i) a consolidation or
merger of the Corporation with or into one or more corporations, (ii) a
sale or transfer of all or substantially all of the Corporation's assets or
(iii) a statutory share exchange shall not be deemed to be a liquidation,
dissolution or winding up, voluntary or involuntary, of the Corporation.


<PAGE>


      SECTION 5.  REDEMPTION AT THE OPTION OF THE CORPORATION.

            (a)   Subject to Section 11.3, Series B Preferred Stock shall
not be redeemable by the Corporation prior to the sixth anniversary of the
Issue Date; provided, however, that if at any time fewer than 377,291
aggregate shares of Series A Cumulative Convertible Redeemable Preferred
Stock (the "Series A Preferred Stock") and Series B Preferred Stock remain
outstanding (which number shall be adjusted proportionately to reflect any
stock dividends, splits, reverse splits or combinations in the Series A
Preferred Stock and Series B Preferred Stock), the Corporation may redeem
all, but not less than all, such shares of Series B Preferred Stock at any
time in the manner provided in this Section 5; provided further, however,
that if the Corporation exercises such right to redeem such shares of
Series B Preferred Stock, the Corporation must simultaneously redeem all of
the Series A Preferred Stock then outstanding according to the terms of the
Articles Supplementary for the Series A Preferred Stock.  On and after the
sixth anniversary of the Issue Date, the Corporation, at its option, may
redeem Series B Preferred Stock, in whole at any time or in part from time
to time, at a redemption price payable in cash equal to the Liquidation
Preference, plus all accrued and unpaid dividends to the Call Date.  

            (b)   Series B Preferred Stock shall be redeemed by the
Corporation on the date specified in the notice to holders required under
Section 5(d) (the "Call Date"). The Call Date shall be selected by the
Corporation, shall be specified in the notice of redemption and shall be
not less than 30 days nor more than 60 days after the date notice of
redemption is sent by the Corporation.

            (c)   Unless all dividends (including all accumulated, accrued
and unpaid dividends) have been or contemporaneously are declared and paid
or declared and a sum sufficient for the payment thereof set apart for
payment for all past Dividend Periods with respect to the Series B
Preferred Stock and all past dividend periods with respect to any Parity
Stock, no shares of Series B Preferred Stock may be redeemed unless all
outstanding shares of Series B Preferred Stock are simultaneously redeemed
and neither the Corporation nor any affiliate of the Corporation may
purchase or acquire shares of Series B Preferred Stock, except pursuant to
a purchase or exchange offer made on the same terms to all holders of
shares of Series B Preferred Stock.

            (d)   If the Corporation redeems shares of Series B Preferred
Stock pursuant to Section 5(a), notice of such redemption shall be given to
each holder of record of shares to be redeemed. Such notice shall be
provided by first class mail, postage prepaid, at such holder's address as
it appears on the stock records of the Corporation. Neither the failure to
mail any notice required by this paragraph (d), nor any defect therein or
in the mailing thereof to any particular holder, shall affect the
sufficiency of the notice or the validity of the proceedings for redemption
with respect to any other holders. Any notice which was mailed in the
manner herein provided shall be conclusively presumed to have been duly
given on the date mailed whether or not the holder receives the notice.
Each such notice shall state, as appropriate: (i) the Call Date; (ii) the
number of shares of Series B Preferred Stock to be redeemed and, if fewer
than all shares held by such holder are to redeemed, the number of shares
to be redeemed from such holder; (iii) the place or places at which
certificates representing such shares are to be surrendered for cash; and
(iv) the then-current Conversion Price. If the Corporation has mailed
notice of the redemption of any shares of Series B Preferred Stock as
provided above, then from and after the Call Date (unless the Corporation
fails to make available the amount of cash necessary to effect such
redemption), (A) except as otherwise provided herein, dividends shall cease
to accumulate or accrue on the shares called for redemption (except that,
in the case of a Call Date which falls after a dividend record date and
prior to the related Dividend Payment Date, holders of Series B Preferred


<PAGE>


Stock on the dividend record date shall be entitled on such Dividend
Payment Date to receive the dividend payable on such shares), (B) such
shares shall no longer be deemed to be outstanding and (C) all rights of
the holders thereof as holders of Series B Preferred Stock shall cease
(except the rights to receive the cash payable upon such redemption,
without interest thereon, upon surrender and endorsement of their
certificates if so required and to receive any dividends payable thereon).
The Corporation's obligation to make available the redemption price in
accordance with the preceding sentence shall be deemed fulfilled if, on or
before the Call Date, the Corporation deposits with a bank or trust company
(which may be an affiliate of the Corporation) that has, or is an affiliate
of a bank or trust company that has, capital and surplus of at least
$50,000,000, such amount of cash as is necessary for such redemption, in
trust, with irrevocable instructions that such cash be applied to the
redemption of the shares called for redemption. No interest shall accrue
for the benefit of the holders of shares of Series B Preferred Stock to be
redeemed on any cash so set aside by the Corporation. Subject to applicable
escheat laws, any such cash unclaimed at the end of two years from the Call
Date shall revert to the general funds of the Corporation, after which
reversion the holders of shares of Series B Preferred Stock so called for
redemption shall look only to the general funds of the Corporation for the
payment of such cash.

            As promptly as practicable after the surrender in accordance
with such notice of the certificates representing any shares of Series B
Preferred Stock to be redeemed (properly endorsed or assigned for transfer,
if the Corporation so requires and the notice so states), such certificates
shall be exchanged for cash (without interest thereon) for which such
shares have been redeemed in accordance with such notice. If fewer than all
outstanding shares of Series B Preferred Stock are to be redeemed, the
shares to be redeemed shall be selected by the Corporation from outstanding
shares of Series B Preferred Stock not previously called for redemption by
lot or, with respect to the number of shares of Series B Preferred Stock
held of record by each holder of such shares, pro rata (as nearly as may
be) or by any other method as may be determined by the Board in its
discretion to be equitable. If fewer than all shares of Series B Preferred
Stock represented by any certificate are redeemed, then a new certificate
representing the unredeemed shares shall be issued without cost to the
holder thereof.

      SECTION 6.  STATUS OF REACQUIRED STOCK.  All shares of Series B
Preferred Stock which are issued and reacquired in any manner by the
Corporation (including shares of Series B Preferred Stock which are
surrendered for conversion into Common Stock) shall be returned to the
status of authorized but unissued shares of Series B Preferred Stock.

      SECTION 7.  CONVERSION.  At any time on or after the day which is 270
days after the Issue Date, holders of shares of Series B Preferred Stock
shall have the right to convert all or a portion of such shares into shares
of Common Stock, as follows:

            (a)   Subject to and upon compliance with the provisions of
this Section 7, a holder of shares of Series B Preferred Stock shall have
the right, at such holder's option, at any time on or after the day which
is 270 days after the Issue Date, to convert such shares, in whole or in
part, into the number of fully paid and non-assessable shares of authorized
but previously unissued shares of Common Stock per each share of Series B
Preferred Stock obtained by dividing the Liquidation Preference (excluding
any accumulated, accrued and unpaid dividends) per share of Series B
Preferred Stock by the Conversion Price (as in effect at the time and on
the date specified in the last paragraph of Section 7(b)) and by
surrendering such shares to be converted, such surrender to be made in the
manner provided in Section 7(b); provided, however, that the right to
convert shares of Series B Preferred Stock called for redemption pursuant
to Section 5 shall terminate at the close of business on the Call Date
fixed for such redemption, unless the Corporation defaults in making
payment of cash payable upon such redemption under Section 5.



<PAGE>


            (b)   In order to exercise the conversion right, the holder of
each share of Series B Preferred Stock to be converted shall surrender the
certificate representing such share, duly endorsed or assigned to the
Corporation or in blank, at the office of the Transfer Agent, accompanied
by written notice to the Corporation that such holder elects to convert
such share of Series B Preferred Stock. Unless the shares of Common Stock
issuable on conversion are to be issued in the same name as the name in
which such share of Series B Preferred Stock is registered, each share
surrendered for conversion shall be accompanied by instruments of transfer,
in form satisfactory to the Corporation, duly executed by the holder or
such holder's duly authorized attorney and an amount sufficient to pay any
transfer or similar tax (or evidence reasonably satisfactory to the
Corporation demonstrating that such taxes have been paid).

            Holders of shares of Series B Preferred Stock at the close of
business on a dividend payment record date shall be entitled to receive the
dividend payable on such shares on the corresponding Dividend Payment Date
notwithstanding the conversion thereof following such dividend payment
record date and prior to such Dividend Payment Date. Except as provided
above, the Corporation shall make no payment or allowance for unpaid
dividends, whether or not in arrears, on converted shares or for dividends
on the shares of Common Stock issued upon such conversion.

            As promptly as practicable after the surrender of certificates
for shares of Series B Preferred Stock as provided above, the Corporation
shall issue and deliver at such office to such holder, or send on such
holder's written order, a certificate or certificates for the number of
full shares of Common Stock issuable upon conversion of such shares of
Series B Preferred Stock in accordance with the provisions of this Section
7, and any fractional interest in respect of a share of Common Stock
arising upon such conversion shall be settled as provided in Section 7(c).

            Each conversion shall be deemed to have been effected
immediately prior to the close of business on the date on which the
certificates for shares of Series B Preferred Stock have been surrendered
and such notice has been received by the Corporation as provided above, and
the Person or Persons in whose name or names any certificate or
certificates for shares of Common Stock are issuable upon such conversion
shall be deemed to have become the holder or holders of record of the
shares represented thereby at such time on such date and such conversion
shall be at the Conversion Price in effect at such time on such date unless
the stock transfer books of the Corporation are closed on such date, in
which event such Person or Persons shall be deemed to have become such
holder or holders of record at the close of business on the next succeeding
day on which such stock transfer books are open, but such conversion shall
be at the Conversion Price in effect on the date on which such shares were
surrendered and such notice was received by the Corporation. If the
dividend payment record dates for the Series B Preferred Stock and Common
Stock do not coincide, and the preceding sentence does not operate to
ensure that a holder of shares of Series B Preferred Stock whose shares are
converted into Common Stock does not receive dividends on both the shares
of Series B Preferred Stock and the Common Stock into which such shares are
converted for the same Dividend Period, then notwithstanding anything
herein to the contrary, it is the intent, and the Transfer Agent is
authorized to ensure, that no conversion after the earlier of such record
dates will be accepted until after the later of such record dates.



<PAGE>


            (c)   No fractional shares of Common Stock or scrip
representing fractions of a share of Common Stock shall be issued upon
conversion of Series B Preferred Stock. Instead of any fractional interest
in a share of Common Stock which would otherwise be deliverable upon
conversion of a share of Series B Preferred Stock, the Corporation shall
pay to the holder of such share an amount in cash based upon the Current
Market Price of the Common Stock on the Trading Day immediately preceding
the date of conversion. If more than one share is surrendered for
conversion at one time by the same holder, the number of full shares of
Common Stock issuable upon conversion thereof shall be computed on the
basis of the aggregate number of shares of Series B Preferred Stock so
surrendered.

            (d)   The Conversion Price shall be adjusted from time to time
as follows:

                  (i)   If the Corporation after the Issue Date (A) pays a
dividend or makes a distribution on its capital stock in shares of Common
Stock, (B) subdivides its outstanding Common Stock into a greater number of
shares, (C) combines its outstanding Common Stock into a smaller number of
shares or (D) issues any shares of capital stock by reclassification of its
outstanding Common Stock, the Conversion Price in effect at the opening of
business on the day following the date fixed for the determination of
stockholders entitled to receive such dividend or distribution or at the
opening of business on the day following the day on which such subdivision,
combination or reclassification becomes effective, as the case may be,
shall be adjusted so that the holder of any share of Series B Preferred
Stock thereafter surrendered for conversion shall be entitled to receive
the number of shares of Common Stock (or fraction of a share of Common
Stock) which such holder would have owned or been entitled to receive after
the happening of any of the events described above if such share of Series
B Preferred Stock had been converted immediately prior to the record date
in the case of a dividend or distribution or the effective date in the case
of a subdivision, combination or reclassification. An adjustment made
pursuant to this paragraph (i) shall become effective immediately after the
opening of business on the day next following the record date (except as
provided in Section 7(h)) in the case of a dividend or distribution and
shall become effective immediately after the opening of business on the day
next following the effective date in the case of a subdivision, combination
or reclassification.

                  (ii)  If the Corporation after the Issue Date issues
rights, options or warrants to all holders of Common Stock entitling them
(for a period expiring within 45 days after the record date described
below) to subscribe for or purchase Common Stock at a price per share less
than 95% (100% if a stand-by underwriter is used which charges the
Corporation a commission) of the Fair Market Value per share of the Common
Stock on the record date for the determination of stockholders entitled to
receive such rights, options or warrants, then the Conversion Price in
effect at the opening of business on the day next following such record
date shall be adjusted to equal the price determined by multiplying (A) the
Conversion Price in effect immediately prior to the opening of business on
the day following the date fixed for such determination by (B) a fraction,
the numerator of which shall be the sum of (1) the number of shares of
Common Stock outstanding on the close of business on the date fixed for
such determination and (2) the number of shares which could be purchased at
95% (100% if a stand-by underwriter is used which charges the Corporation a
commission) of such Fair Market Value from the aggregate proceeds to the
Corporation from the exercise of such rights, options or warrants for
Common Stock, and the denominator of which shall be the sum of (3) the
number of shares of Common Stock outstanding on the close of business on
the date fixed for such determination and (4) the number of additional
shares of Common Stock offered for subscription or purchase pursuant to
such rights, options or warrants. Such adjustment shall become effective
immediately after the opening of business on the day next following such
record date (except as provided in Section 7(h)). In determining whether
any rights, options or warrants entitle the holders of Common Stock to
subscribe for or purchase Common Stock at less than 95% (100% if a stand-by


<PAGE>


underwriter is used which charges the Corporation a commission) of such
Fair Market Value, there shall be taken into account any consideration
received by the Corporation upon issuance and upon exercise of such rights,
options or warrants, the value of such consideration, if other than cash,
to be determined in good faith by the Board.

                  (iii) If the Corporation after the Issue Date makes a
distribution on its Common Stock other than in cash or Common Stock
(including any distribution in securities (other than rights, options or
warrants referred to in paragraph (ii) of Section 7(d)) (each of the
foregoing being referred to herein as a "distribution"), then the
Conversion Price in effect at the opening of business on the day next
following the record date for determination of stockholders entitled to
receive such distribution shall be adjusted to equal the price determined
by multiplying (A) the Conversion Price in effect immediately prior to the
opening of business on the day following the record date by (B) a fraction,
the numerator of which shall be the difference between (1) the number of
shares of Common Stock outstanding on the close of business on the record
date and (2) the number of shares determined by dividing (x) the aggregate
value of the property being distributed by (y) the Fair Market Value per
share of Common Stock on the record date, and the denominator of which
shall be the number of shares of Common Stock outstanding on the close of
business on the record date. Such adjustment shall become effective
immediately after the opening of business on the day next following such
record date (except as provided below). The value of the property being
distributed shall be determined in good faith by the Board; provided,
however, that, if the property being distributed is a publicly traded
security, its value shall be calculated in accordance with the procedure
for calculating the Fair Market Value of a share of Common Stock
(calculated for a period of five consecutive Trading Days commencing on the
twentieth Trading Day after the distribution). Neither the issuance by the
Corporation of rights, options or warrants to subscribe for or purchase
securities of the Corporation nor the exercise thereof shall be deemed a
distribution under this paragraph (iii).

                  (iv)  If the Corporation after the Issue Date acquires,
pursuant to an issuer or self tender offer, all or any portion of the
outstanding Common Stock and such tender offer involves the payment of
consideration per share of Common Stock having a fair market value (as
determined in good faith by the Board), at the last time (the "Expiration
Time") tenders may be made pursuant to such offer, which exceeds the
Current Market Price per share of Common Stock on the Trading Day next
succeeding the Expiration Time, then the Conversion Price in effect on the
opening of business on the Trading Day next succeeding the Expiration Time
shall be adjusted to equal the price determined by multiplying (A) the
Conversion Price in effect immediately prior to the Expiration Time by (B)
a fraction, the numerator of which shall be (1) the number of shares of
Common Stock outstanding (including the shares acquired in the tender offer
(the "Acquired Shares")) immediately prior to the Expiration Time,
multiplied by (2) the Current Market Price per share of Common Stock on the
Trading Day next succeeding the Expiration Time, and the denominator of
which shall be the sum of (3) the fair market value (determined as provided
above) of the aggregate consideration paid to acquire the Acquired Shares
and (4) the product of (x) the number of shares of Common Stock outstanding
(less any Acquired Shares) at the Expiration Time, multiplied by (y) the
Current Market Price per share of Common Stock on the Trading Day next
succeeding the Expiration Time.

                  (v)   No adjustment to the Conversion Price shall be
required unless such adjustment would require a cumulative increase or
decrease of at least 1% in such price; provided, however, that any
adjustments which by reason of this paragraph (v) are not required to be
made shall be carried forward and taken into account in any subsequent
adjustment until made; and provided, further, that any adjustment shall be
required and made in accordance with the provisions of this Section 7
(other than this paragraph (v)) not later than such time as may be required


<PAGE>


in order to preserve the tax-free nature of a distribution to the holders
of Common Stock. Notwithstanding any other provisions of this Section 7,
the Corporation shall not be required to make any adjustment to the
Conversion Price for the issuance of (A) any Common Stock pursuant to any
plan providing for the reinvestment of dividends or interest payable on
securities of the Corporation and the investment of optional amounts in
Common Stock under such plan or (B) any options, rights or Common Stock
pursuant to any stock option, stock purchase or other stock-based plan
maintained by the Corporation. All calculations under this Section 7 shall
be made to the nearest cent (with $0.005 being rounded upward) or to the
nearest one-tenth of a share (with 0.05 of a share being rounded upward),
as the case may be. Anything in this Section 7(d) to the contrary
notwithstanding, the Corporation shall be entitled, to the extent permitted
by law, to make such reductions in the Conversion Price, in addition to
those required by this Section 7(d), as it in its discretion determines to
be advisable in order that any stock dividends, subdivision of shares,
reclassification or combination of shares, distribution of rights or
warrants to purchase stock or securities, or a distribution of other assets
(other than cash dividends) hereafter made by the Corporation to its
stockholders are not taxable, or if that is not possible, to diminish any
income taxes which are otherwise payable because of such event.

            (e)   If the Corporation is a party to any transaction
(including without limitation a merger, consolidation, statutory share
exchange, issuer or self tender offer for at least one-third of the shares
of Common Stock outstanding, a sale of all or substantially all of the
Corporation's assets or a recapitalization of the Common Stock, but
excluding any transaction as to which paragraph (i) of Section 7(d)
applies) (each of the foregoing being referred to herein as a
"Transaction"), in each case as a result of which shares of Common Stock
are converted into the right to receive stock, securities or other property
(including cash or any combination thereof), each share of Series B
Preferred Stock which is not converted into the right to receive stock,
securities or other property in connection with such Transaction shall
thereupon be convertible into the kind and amount of shares of stock,
securities and other property (including cash or any combination thereof)
receivable upon such consummation by a holder of that number of shares of
Common Stock into which one share of Series B Preferred Stock was
convertible immediately prior to such Transaction (without giving effect to
any Conversion Price adjustment pursuant to paragraph (iv) of Section
7(d)). The Corporation shall not be a party to any Transaction unless the
terms of such Transaction are consistent with the provisions of this
Section 7(e), and it shall not consent or agree to the occurrence of any
Transaction until the Corporation has entered into an agreement with the
successor or purchasing entity, as the case may be, for the benefit of the
holders of the Series B Preferred Stock which contains provisions enabling
the holders of the Series B Preferred Stock which remain outstanding after
such Transaction to convert into the consideration received by holders of
Common Stock at the Conversion Price in effect immediately prior to such
Transaction. The provisions of this Section 7(e) shall similarly apply to
successive Transactions.

            (f)   If:

                  (i)   the Corporation declares a dividend (or any other
distribution) on the Common Stock (other than cash dividends and cash
distributions); or

                  (ii)  the Corporation authorizes the granting to all
holders of the Common Stock of rights or warrants to subscribe for or
purchase any shares of any class or series of capital stock or any other
rights or warrants; or



<PAGE>


                  (iii) there is any reclassification of the outstanding
Common Stock or any consolidation or merger to which the Corporation is a
party and for which approval of any stockholders of the Corporation is
required, or a statutory share exchange, or an issuer or self tender offer
for at least one-third of the outstanding shares of Common Stock (or an
amendment thereto changing the maximum number of shares sought or the
amount or type of consideration being offered therefor has been adopted),
or the sale or transfer of all or substantially all of the assets of the
Corporation as an entirety; or

                  (iv)  there occurs the voluntary or involuntary
liquidation, dissolution or winding up of the Corporation,

then the Corporation shall cause to be filed with the Transfer Agent and
shall cause to be mailed to each holder of shares of Series B Preferred
Stock at such holder's address as shown on the stock records of the
Corporation, as promptly as possible, a notice stating (A) the record date
for the payment of such dividend, distribution or rights or warrants, or,
if a record date is not established, the date as of which the holders of
Common Stock of record to be entitled to such dividend, distribution or
rights or warrants are to be determined or (B) the date on which such
reclassification, consolidation, merger, statutory share exchange, sale,
transfer, liquidation, dissolution or winding up is expected to become
effective, and the date as of which it is expected that holders of Common
Stock of record shall be entitled to exchange their shares of Common Stock for
securities or other property, if any, deliverable upon such reclassification, 
consolidation, merger, statutory share exchange, sale, transfer, liquidation, 
dissolution or winding up or (C) the date on which such tender offer 
commenced, the date on which such tender offer is scheduled to expire 
unless extended, the consideration offered and the other material
terms thereof (or the material terms of any amendment thereto). Failure 
to give or receive such notice or any defect therein shall not affect 
the legality or validity of the proceedings described in this Section 7.

    (g)   Whenever the Conversion Price is adjusted as herein provided, the
Corporation shall promptly file with the Transfer Agent an officer's 
certificate setting forth the Conversion Price after such adjustment and 
setting forth a brief statement of the facts requiring such adjustment 
which certificate shall be conclusive evidence of the correctness of 
such adjustment absent manifest error. Promptly after delivery of such
certificate, the Corporation shall prepare a notice of such adjustment 
of the Conversion Price setting forth the adjusted Conversion Price and 
the date such adjustment becomes effective and shall mail such notice 
of such adjustment of the Conversion Price to each holder of shares 
of Series B Preferred Stock at such holder's last address as shown on the
stock records of the Corporation.

    (h)   In any case in which Section 7(d) provides that an adjustment shall
become effective on the day next following the record date for an event, 
the Corporation may defer until the occurrence of such event (i) issuing to 
the holder of any share of Series B Preferred Stock converted after such 
record date and before the occurrence of such event the additional Common 
Stock issuable upon such conversion by reason of the adjustment required 
by such event over and above the Common Stock issuable upon such conversion 
before giving effect to such adjustment and (ii) paying to such holder any
amount of cash in lieu of any fraction pursuant to Section 7(c).



<PAGE>


            (i)   There shall be no adjustment of the Conversion Price in case 
of the issuance of any capital stock of the Corporation in a reorganization, 
acquisition or other similar transaction except as specifically set forth 
in this Section 7.

            (j)   If the Corporation takes any action affecting the Common 
Stock, other than action described in this Section 7, which in the opinion 
of the Board would materially and adversely affect the conversion rights of 
the holders of Series B Preferred Stock, the Conversion Price for the 
Series B Preferred Stock may be adjusted downward, to the extent permitted 
by law, in such manner, if any, and at such time as the Board, in
its sole discretion, may determine to be equitable under the circumstances.

            (k)   The Corporation shall at all times reserve and keep 
available, free from preemptive rights, out of its authorized but unissued 
shares of Common Stock solely for the purpose of effecting conversion of the 
Series B Preferred Stock, the full number of shares of Common Stock 
deliverable upon conversion of all outstanding shares of Series B
Preferred Stock not theretofore converted into Common Stock. For purposes 
of this Section 7(k), the number of shares of Common Stock which are 
deliverable upon conversion of all outstanding shares of Series B Preferred 
Stock shall be computed as if at the time of computation all such 
outstanding shares were held by a single holder (and without regard to 
the Ownership Limit set forth in the Charter of the Corporation).

            The Corporation covenants that any shares of Common Stock issued 
upon conversion of the shares of Series B Preferred Stock shall be validly 
issued, fully paid and nonassessable.

            The Corporation shall use its best efforts to list the shares of 
Common Stock required to be delivered upon conversion of the shares of 
Series B Preferred Stock, prior to such delivery, on each national securities 
exchange, if any, on which the outstanding shares of Common Stock are listed 
at the time of such delivery. 

            (l)   The Corporation shall pay any and all documentary stamp or 
similar issue or transfer taxes payable in respect of the issuance or delivery 
of Common Stock or other securities or property on conversion or redemption of 
Series B Preferred Stock pursuant hereto; provided, however, that the 
Corporation shall not be required to pay any tax which may be payable in 
respect of any transfer involved in the issuance or delivery of Common 
Stock or other securities or property in a name other than that of the 
holder of the Series B Preferred Stock to be converted or redeemed, and 
no such issuance or delivery shall be made unless and until the Person 
requesting such issuance or delivery has paid to the Corporation the 
amount of any such tax or established, to the reasonable satisfaction 
of the Corporation, that such tax has been paid.


            (m)   In addition to any other adjustment required hereby, 
to the extent permitted by law, the Corporation from time to time may 
decrease the Conversion Price by any amount, permanently or for a period 
of at least twenty Business Days, if the decrease is irrevocable during 
the period.



<PAGE>


            (n)   Notwithstanding anything to the contrary contained in 
this Section 7, conversion of Series B Preferred Stock pursuant to this 
Section 7 shall be permitted only to the extent that such conversion would 
not result in a violation of the Ownership Limit (as defined in the 
Charter), after taking into account any waiver of such limitation granted
to any holder of Series B Preferred Stock.

      SECTION 8.  RANKING.  Any class or series of capital stock of the 
Corporation shall be deemed to rank:

            (a)   senior to the Series B Preferred Stock, as to the payment 
of dividends and as to the distribution of assets upon liquidation, 
dissolution or winding up, if the holders of such class or series are 
entitled to the receipt of dividends or amounts distributable upon 
liquidation, dissolution or winding up, as the case may be, in preference
or priority to the holders of Series B Preferred Stock ("Senior Stock");

            (b)   on a parity with the Series B Preferred Stock, as to 
the payment of dividends and as to the distribution of assets upon 
liquidation, dissolution or winding up, whether or not the dividend 
rates, dividend payment dates or redemption or liquidation prices 
per share thereof are different from those of the Series B Preferred 
Stock, if the holders of such class or series and the Series B Preferred 
Stock are entitled to the receipt of dividends and amounts distributable 
upon liquidation, dissolution or winding up in proportion to their 
respective amounts of accrued and unpaid dividends per share or
liquidation preferences, without preference or priority one over the 
other ("Parity Stock");
and

            (c)   junior to the Series B Preferred Stock, as to the payment 
of dividends or as to the distribution of assets upon liquidation, dissolution
or winding up, if such class or series is Common Stock or if the holders of 
Series B Preferred Stock are entitled to the receipt of dividends or amounts 
distributable upon liquidation, dissolution or winding up, as the case 
may be, in preference or priority to the holders of shares of such
class or series ("Junior Stock").



<PAGE>


      SECTION 9.  VOTING.

            (a)   If and whenever (i) four quarterly dividends (whether or 
not consecutive) payable on the Series B Preferred Stock or any series or 
class of Parity Stock are in arrears (which shall, with respect to any such 
quarterly dividend, mean that any such dividend has not been paid in full), 
whether or not earned or declared, (ii) for four consecutive quarterly 
dividend periods, the Corporation fails to pay dividends on the
Common Stock in an amount per share at least equal to $0.525 per share 
(subject to adjustment consistent with any adjustment of the Conversion 
Price pursuant to Section 7(d)) (the "Base Common Stock Dividend") or 
(iii) the Corporation fails to satisfy the test set forth in Section 12(a),
then the number of directors then constituting the Board shall be
increased by two (or by three if the number of directors then constituting 
the Board is more than 11 (without including any directors elected pursuant 
to this Section 9(a) or similar types of provisions with respect to Voting 
Preferred Stock (as defined below)) if not already increased by reason of 
similar types of provisions with respect to Voting Preferred Stock) and 
the holders of Series B Preferred Stock, together with the holders of
every other series or class of Parity Stock (any other such series, the 
"Voting Preferred Stock"), voting as a single class regardless of series, 
shall be entitled to elect the additional directors to serve on the Board 
at any annual meeting of stockholders or a special meeting held in lieu 
thereof, or at a special meeting of the holders of the Series B
Preferred Stock and the Voting Preferred Stock called as hereinafter 
provided.  Notwithstanding the preceding sentence, if fewer than 1,886,457 
aggregate shares of the Series A Preferred Stock and Series B Preferred 
Stock (which number shall be adjusted proportionately to reflect any 
stock dividends, splits, reverse splits or combinations in the
Series A Preferred Stock and Series B Preferred Stock) remain outstanding,
and one or more of the conditions referred to in clauses (i) through 
(iii) of the preceding sentence exists, then the number of directors then 
constituting the Board shall be increased by only one (or by only two 
if the number of directors then constituting the Board is more than 11
(without including any directors elected pursuant to this Section 9(a) 
or similar types of provisions with respect to Voting Preferred Stock) 
if not already increased by reason of similar types of provisions with 
respect to Voting Preferred Stock) and the holders of Series B Preferred 
Stock, together with the holders of every other series or class of Voting
Preferred Stock, voting as a single class regardless of series, shall be 
entitled to elect the additional director(s) to serve on the Board at any 
annual meeting of stockholders or a special meeting held in lieu thereof, 
or at a special meeting of the holders of the Series B Preferred Stock 
and the Voting Preferred Stock called as hereinafter provided. Whenever
(A) in the case of an arrearage in dividends described in clause (i), 
all dividends in arrears on the Series B Preferred Stock and the Voting 
Preferred Stock then outstanding have been paid and a sum sufficient for 
the payment thereof has been set apart for payment of the dividend for 
the current dividend for two consecutive quarterly dividend periods, (B)
in the case of an arrearage in dividends described in clause (ii), the 
Corporation makes a quarterly dividend payment on the Common Stock in an 
amount per share equal to or exceeding the Base Common Stock Dividend 
for two consecutive quarterly dividend periods, or (C) in the case of a 
failure described in clause (iii), the Corporation satisfies the test 
set forth in Section 12(a) for two consecutive fiscal quarters, then 
the right of the 

<PAGE>


holders of the Series B Preferred Stock and the Voting Preferred Stock to 
elect such additional directors shall cease (but subject always to the same 
provision for the vesting of such voting rights in the case of any similar 
future arrearages), and the terms of office of all Persons elected as 
directors by the holders of the Series B Preferred Stock and the Voting 
Preferred Stock shall forthwith terminate and the number of directors 
constituting the Board shall be reduced accordingly. At any time after 
such voting power have been so vested in the holders of Series B Preferred
Stock and the Voting Preferred Stock, if applicable, the Secretary of
the Corporation may, and upon the written request of any holder of
Series B Preferred Stock (addressed to the Secretary at the principal 
office of the Corporation) shall, call a special meeting of the holders 
of the Series B Preferred Stock and of the Voting Preferred Stock for 
the election of the two directors to be elected by them as herein 
provided, such call to be made by notice similar to that provided in the
Bylaws of the Corporation for a special meeting of the stockholders or 
as required by law. If any such special meeting required to be called as 
above provided shall not be called by the Secretary within 20 days after 
receipt of any such request, then any holder of Series B Preferred Stock 
may call such meeting, upon the notice above provided, and for that
purpose shall have access to the stock records of the Corporation. The 
directors elected at such special meeting shall hold office until the next 
annual meeting of the stockholders or special meeting held in lieu thereof 
if such office has not previously terminated as provided above. If any 
vacancy occurs among the directors elected by the holders of the Series B 
Preferred Stock and the Voting Preferred Stock, a successor shall be 
elected by the Board, upon the nomination of the then-remaining director 
elected by the holders of the Series B Preferred Stock and the Voting 
Preferred Stock or the successor of such remaining director, to serve 
until the next annual meeting of the stockholders or special meeting 
held in lieu thereof if such office has not previously terminated as 
provided above.

            (b)   So long as any Series B Preferred Stock is outstanding, 
in addition to any other vote or consent of stockholders required by law or 
by the Charter of the Corporation, the  affirmative vote of at least 
two-thirds of the votes entitled to be cast by the holders of the Series B
Preferred Stock, given in person or by proxy, either in writing
without a meeting or by vote at any meeting called for the purpose, shall
be necessary for effecting or validating:

          (i)   Any amendment, alteration or repeal of any of the provisions
of these Articles Supplementary, the Charter or the By-Laws of the 
Corporation which materially and adversely affects the voting powers, 
rights or preferences of the holders of the Series B Preferred Stock; 
provided, however, that the amendment of the provisions of the Charter 
so as to authorize or create, or to increase the authorized amount of, any
Junior Stock or any class of Parity Stock shall not be deemed to materially
adversely affect the voting powers, rights or preferences of the holders of
Series B Preferred Stock;
or



<PAGE>


       (ii)  The authorization, reclassification or creation of, the increase
in the authorized amount of, or the issuance of, any class of Senior Stock or
any security convertible into any class of Senior Stock (whether or not such
class of Senior Stock is currently authorized); provided, however, that no 
such vote of the holders of Series B Preferred Stock shall be required if, 
at or prior to the time when such amendment, alteration or repeal is to 
take effect, or when the issuance of any such Senior Stock or convertible 
security is to be made, as the case may be, provision is made for the
redemption of all shares of Series B Preferred Stock at the time outstanding.

   For purposes of the foregoing provisions and all other voting rights under
these Articles Supplementary, each share of Series B Preferred Stock shall 
have one vote per share, except that when any other class or series of 
preferred stock shall have the right to vote with the Series B Preferred 
Stock as a single class on any matter, then the Series B Preferred Stock 
and such other class or series shall have with respect to such matters
one vote per $100 of stated liquidation preference. Except as otherwise 
required by applicable law or as set forth herein, the Series B Preferred 
Stock shall not have any relative, participating, optional or other special 
voting rights and powers other than as set forth herein, and the consent 
of the holders thereof shall not be required for the taking of
any corporate action.

      SECTION 10.       RECORD HOLDERS. The Corporation and the Transfer
Agent may deem and treat the record holder of any share of Series B Preferred 
Stock as the true and lawful owner thereof for all purposes, and neither 
the Corporation nor the Transfer Agent shall be affected by any notice to 
the contrary.

      SECTION 11.       OWNERSHIP RESTRICTIONS.  The Series B Preferred
Stock shall be subject to the restrictions and limitations set forth in 
Article Seventh of the Charter.

      SECTION 12.       FIXED CHARGE COVERAGE.

            (a)   So long as any of the shares of Series B Preferred Stock 
are outstanding, if the Corporation or any subsidiary of the Corporation 
shall issue any preferred securities of such entity or incur any additional 
indebtedness for borrowed money and immediately following such issuance or 
incurrence and after giving effect to such issuance or incurrence and the 
application of the net proceeds therefrom, the Corporation's ratio of 
aggregate Consolidated EBITDA to aggregate Consolidated Fixed Charges 
for the four fiscal quarters immediately preceding such issuance would 
be less than 1.5 to 1.0, the holders of the Series B Preferred Stock 
shall have the  rights provided in Section 9(a), unless the holders of at 
least two-thirds of the shares of the Series B Preferred Stock then 
outstanding consent to such issuance or incurrence. 



<PAGE>


      (b)   "Consolidated EBITDA" for any period shall mean the consolidated
net income of the Corporation (before minority interest, extraordinary items 
and other gains and losses) as reported in the Corporation's financial 
statements filed with the Securities and Exchange Commission increased by 
the sum of the following (without duplication):

              (i)     all income and state franchise taxes paid or accrued
according to generally accepted accounting principles ("GAAP") for such period
(other than income taxes attributable to extraordinary, unusual or non-
recurring gains or losses except to the extent that such gains were not 
included in Consolidated EBITDA);

             (ii)    all interest expense paid or accrued in accordance with
GAAP for such period (including financing fees and amortization of deferred 
financing fees and amortization of original issue discount);

             (iii)   depreciation and depletion reflected in such reported 
net income;

             (iv)    amortization reflected in such reported net income
including, without limitation, amortization of capitalized debt issuance 
costs (only to the extent that such amounts have not been previously included
in the amount of Consolidated EBITDA pursuant to clause (ii) above), 
goodwill, other intangibles and management fees;

                   (v)     the non-cash portion of ground rent payable by 
the Corporation pursuant to that certain Lease dated as of December 31, 
1990 between the Corporation and Teachers' Retirement System of the State 
of Illinois, as amended, to the extent deducted from consolidated net income;
and

              (vi)    any other non-cash charges or discretionary prepayment
penalties, to the extent deducted from consolidated net income (including, 
but not limited to, income allocated to minority interests).

        (c)   "Consolidated Fixed Charges" for any period means the sum of:

                   (i)     all interest expense paid or accrued in accordance 
with GAAP for such period (including financing fees and amortization of 
deferred financing fees and amortization of original issue discount but 
excluding non-cash interest expense on deferred ground rent);



<PAGE>


            (ii)    preferred stock dividend requirements for such period,
whether or not declared or paid; and

           (iii)   regularly scheduled amortization of principal during such
period (other than any balloon payments at maturity).

      SECTION 13.  SINKING FUND. The Series B Preferred Stock shall not be
entitled to the benefit of any retirement or sinking fund.

      SECOND:      The Series B Preferred Stock has been classified and 
designated by the Board under the authority contained in Article Fifth of 
the Charter.

      THIRD:       These Articles Supplementary have been approved by the 
Board in the manner and by the vote required by law.

FOURTH:      The undersigned Executive Vice President acknowledges these 
Articles Supplementary to be the act of the Corporation and, as to all 
other matters or facts required to be verified under oath, acknowledges 
that to the best of his knowledge, information and belief, these matters 
and facts are true in all material respects and that this
statement is made under the penalties for perjury.



<PAGE>


      IN WITNESS WHEREOF, the Corporation has caused these Articles
Supplementary to be signed in its name and on its behalf by its Executive 
Vice President and attested to by its Secretary on this 22nd day of December, 
1998.

                              URBAN SHOPPING CENTERS, INC.




                              By:   /s/ Adam S. Metz
                                    ------------------------------
                                    Adam S. Metz
                                    Executive Vice President


                              ATTEST:



                              /s/ Michael Hilborn
                              ------------------------------
                              Michael Hilborn
                              Secretary