ELLENTON -- It is no accident that Prime Outlets is going upscale.

Outlet shopping has evolved exponentially from the days of sifting through seconds piled on large tables. These days, the most successful outlet malls are those that have a large number of luxury stores.

That evolution has prompted Prime Retail Inc., the Baltimore-based parent company and developer of Prime Outlets, to embark on a more than $350 million reinvestment and expansion of its key properties, including a $35 million expansion to its Ellenton mall.

The expansions are all designed to attract the luxury retail market. The thought is that building a "lifestyle" outlet mall attracts the luxury players and those retailers, in turn, attract customers.

It might be a critical strategy in Southwest Florida, where a gaggle of projects -- including Benderson Development's University Town Center, Sarasota Bayside and a revamped Southgate mall -- are competing for high-end retailers.

Prime Retail also has targeted most of its investments in areas that draw tourists.

It is a "bullet-proof formula," said Howard Davidowitz, chairman of Davidowitz & Associates Inc. a national retail consulting and investment banking firm. "That's going to allow Prime to get the kind of tenants it wants to get, and when it gets those tenants, the clients will come."

In 2005, Prime Retail spent $50 million on its outlet in San Marcos, Texas, with a "Venetian-inspired" expansion, complete with canals, gondolas and singing gondoliers.

The developer was out to create an experience for its shoppers, many of whom are tourists attracted to the idea of getting deals at the luxury stores.

Prime Retail appears to have had a "crystal ball" on the outlet industry, said Carleton R. Meyers, president of Virginia-based Factory Outlet consultants.

"The developer went after upscale retail before everyone else did," Meyers said. "Because of that, they've become a very successful developer of factory outlet shopping centers in the country. They have a national, if not international, reputation for doing that."

Prime Retail also tends to put its centers in high-traffic and somewhat upscale tourist areas, which adds to the company's success, Meyers said.

That is certainly true near Orlando, where Prime Retail will soon complete a $150 million renovation on a center to be renamed "Prime Outlets International" next month. The expansion and renovation will transform the circa-1980s mall into an open-air market of nearly 1 million square feet.

Some shoppers will not recognize the former mall, which has been redesigned to look like a European shopping village with a canal down the center and outdoor seating.

The renovation also will bring Neiman Marcus Last Call to Central Florida and has attracted such retailers as Hugo Boss Factory Store, Sean John, Crabtree & Evelyn and Calphalon.

"Designer tenants tend to push sales," said Linda Humphers editor-in-chief for Value Retail News, a publication of the International Council of Shopping Centers. "It's gotten to be almost a formula, moving away from less-than-moderate brands into the designer categories."

Prime Retail's plans to expand the outlet in Ellenton means that luxury retailers want to be there, Humphers said.

The company has leasing agreements with retailers Kate Spade, Bath & Body Works, Restoration Hardware and Pottery Barn.

Because it already leases to those retailers, chances are good that Ellenton will attract some or all of them with its 135,000-square-foot expansion.

Already this year, the mall has brought in Kenneth Cole, Dooney & Bourke, J. Crew Factory Store, Perry Ellis and Starbucks. Last year, the Ellenton mall scored retailers like Michael Kors, Juicy Couture and White House/Black House.

The outlet malls that attract the luxury retailers are the ones that tend to be successful, Davidowitz said.

Humphers agreed: "The day when outlet malls were the place to go for the cheap things are over.

Now they are places to go for good prices on designer goods."

Prime Retail is counting on that with its Orlando project, an outlet mall that is set to compete with the more established Orlando Premium Outlets developed by Chelsea Property Group.

People travel to Premium Outlets to visit retailers such as Barneys New York Outlet, Ann Taylor, Burberry, Coach, Giorgio Armani and Kenneth Cole.

To compete, Prime's Orlando project has been a major undertaking.

"It's so much more than people initially thought," said Jacquelin Young, marketing director for Prime Outlets Orlando. The "old dark building" is no more. "The walls have come down, tile has come in and glass has come in. There is new landscaping, new paint, new tile."

Prime Retail is hoping that the Orlando mall's renovation and its site near Florida's Turnpike and Interstate 4 lends itself to the tourism market, and that it will attract Floridians from around the state.

Young has developed a marketing campaign aimed at Tampa, Fort Lauderdale, West Palm Beach and Miami.

Initially Prime Outlets International could take some business away from Ellenton, but proximity and the planned expansion will bring them back, said Sarah Ozgun, the marketing manager for Prime Outlets Ellenton.

The time line has not been set for the Ellenton expansion.

The major issue seems to be the roads, which growth managers worry cannot support the kind of traffic the mall now draws.

During the Ellenton mall's midnight madness Thanksgiving Day sale last year, traffic was backed up on Interstate 75 for two hours while people tried to exit and to get through traffic lights to make the left turn from U.S. 301 into the mall.

But Prime Retail executives already have signed a contract for the adjacent property, now a field of palm trees, which will become the parking lot.