Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 26, 2008, the Rights Agreement (the "Rights Agreement") between Tanger Factory Outlet Centers, Inc. (the "Company") and Computershare Trust Company, N.A. (f/k/a/ EquiServe Trust Company, N.A.), dated as of August 20, 1998, as amended, and the related rights to purchase Class B Preferred Shares, expired by their terms. In connection with the expiration of the Rights Agreement, the Company will file the Articles of Amendment (the "Amendment") to the Amended and Restated Articles of Incorporation of the Company with the Secretary of State of the State of North Carolina to amend the provision regarding the preferences, limitations and relative rights of the Class B Preferred Shares. A copy of the Amendment is filed as Exhibit 3.1(f) to this Current Report on Form 8-K and is incorporated into this Item 5.03 by reference.