Exhibit 3.1
  EQUITY ONE, INC.
 COMPOSITE ARTICLES OF AMENDMENT AND RESTATEMENT
 FIRST:
 SECOND:
 ARTICLE I
 INCORPORATION
  ARTICLE II
 NAME
  ARTICLE III
 PURPOSE
  ARTICLE IV
 PRINCIPAL OFFICE IN STATE AND RESIDENT AGENT




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ARTICLE V
 PROVISIONS FOR DEFINING, LIMITING AND REGULATING
CERTAIN POWERS OF THE CORPORATION AND
OF THE STOCKHOLDERS AND DIRECTORS
 Number and Classification of Directors
 
  Extraordinary Actions
 Authorization by Board of Stock Issuances
 Preemptive Rights
 2




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Indemnification
 Determinations by Board
 REIT Qualification
 Removal Of Directors
 3




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Advisor Agreements
 ARTICLE VI
 STOCK
 Authorized Shares
 Common Stock
 4




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Preferred Stock
 Classified or Reclassified Shares
 Charter and Bylaws
 ARTICLE VII
 RESTRICTION ON TRANSFER AND OWNERSHIP OF SHARES
 Definitions
 Aggregate Stock Ownership Limit
 Beneficial Ownership
 5




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Business Day
 Capital Stock
 Charitable Beneficiary
 Charter
 Code
 Common Stock Ownership Limit
 Constructive Ownership
 Effective Date
 Excepted Holder
 Excepted Holder Limit
 6




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Exchange Act
 Foreign Limitation Cut-off Date
 Gazit Stockholder
 Individual
 Initial Date
 Market Price
 MGCL
 NYSE
 7




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Non-U.S. Person
 Person
 Prohibited Owner
 REIT
 Restriction Termination Date
 Tenant
 Transfer
 Trust
 Trustee
 8




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U.S. Person
 Capital Stock.
  Basic Restrictions
   Foreign Ownership
Percentage provided that provided further Qualified Lender
 9




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ab initio
 Transfer in Trust
  ab initio
 Remedies for Breach. provided however ab initio
 10




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Notice of Restricted Transfer.
 Owners Required to Provide Information.
   Remedies not Limited.
 Ambiguity.
 11




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Exceptions.
       12




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Increase in Aggregate Stock Ownership and Common Stock Ownership Limits.
 Legend.
 ab initio
 13




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Transfer of Capital Stock in Trust
 Ownership in Trust
 Status of Shares Held by the Trustee
 Dividend and Voting Rights provided however
 14




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Sale of Shares by Trustee
 Purchase Right in Stock Transferred to the Trustee
 Designation of Charitable Beneficiaries
 NYSE Transactions
 15




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Enforcement
 Non-Waiver
 ARTICLE VIII
 AMENDMENTS
  ARTICLE IX
 LIMITATION OF LIABILITY
  THIRD:
 FOURTH:
 FIFTH:
 SIXTH:
 16




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SEVENTH:
 EIGHTH:
 NINTH:
 IN WITNESS WHEREOF
  ATTEST:/s/ Alan J. MarcusAlan J. Marcus, Secretary
 EQUITY ONE, INC.By:
    /s/ Chaim KatzmanChaim Katzman, Chairman of the Board, Presidentand Chief Executive Officer
    17




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EQUITY ONE, INC.
ARTICLES SUPPLEMENTARY
CLASS A COMMON STOCK
 Corporation
 FIRST Charter Board Class A Common Stock
 CLASS A COMMON STOCK
 Number of Shares and Designation
 Definitions
 Affiliate
 Class A Conversion Date
 Class A Shares
 Controlled Affiliate
 18




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Conversion Factor
 Equityholders Agreement
 EQY-CSC
 LIH
 Operating Agreement
 Parent
 Person
 Voting Rights
 Automatic Conversion
 Exchange Price Section 4(b)
 Adjustments
 19




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Upon Dividends, Distributions, Subdivisions, Splits or Consolidations provided
 Other Adjustments Section
4(b)(i)
 Dividends
 Participating Dividends
   20




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Liquidation
 Appraisal Rights Appraisal Rights
 Protective Provisions
   Severability of Provisions
 SECOND
 21




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THIRD
 FOURTH
   ATTEST:/s/ Arthur L. GallagherArthur L. Gallagher, Secretary
 EQUITY ONE, INC.By:
    /s/ Jeffrey S. OlsonJeffrey S. Olson, Chief Executive Officer
    22