AS FILED WITH THE SECURITIES AND EXCHANGE
           COMMISSION ON JULY 27, 2005 Registration No. 333-[______]
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            -------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                            -------------------------

                       TANGER FACTORY OUTLET CENTERS, INC.
             (Exact name of registrant as specified in its charter)

                     NORTH CAROLINA                    56-1815473
           (State or other jurisdiction             (I.R.S. Employer
         of incorporation or organization)         Identification No.)

                              3200 NORTHLINE AVENUE
                                 SUITE 360 27408
                           GREENSBORO, NORTH CAROLINA
              (Address of principal executive offices) (Zip Code)

                            -------------------------


                            THE AMENDED AND RESTATED
                             INCENTIVE AWARD PLAN OF
                     TANGER FACTORY OUTLET CENTERS, INC. AND
                      TANGER PROPERTIES LIMITED PARTNERSHIP

                            -------------------------


                                    Copy to:
         FRANK C. MARCHISELLO, JR.                      RAYMOND Y. LIN, ESQ.
   TANGER FACTORY OUTLET CENTERS, INC.                  LATHAM & WATKINS LLP
          3200 NORTHLINE AVENUE                           885 THIRD AVENUE
                SUITE 360                                    SUITE 1000
    GREENSBORO, NORTH CAROLINA 27408                  NEW YORK, NEW YORK 10022
             (336) 292-3010                                (212) 906-1200
(Name,  address,  including  zip  code,
    and  telephone number, including
    area code, of agent for service)

<TABLE>
<CAPTION>


                             Calculation of Registration Fee
------------------------ ----------------- ----------------- ------------------ ---------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                              Amount           Proposed           Proposed
     Title of Each          of Shares           Maximum            Maximum        Amount of
  Class of Securities         to be         Offering Price        Aggregate      Registration
   to be Registered         Registered       Per Share (2)     Offering Price        Fee
------------------------ ----------------- ----------------- ------------------ ---------------

Common Shares,
$.01 par value (1)          2,500,000           $27.50          $68,750,000       $8,091.88
</TABLE>

(1) The Incentive Plan of the Company and the Operating  Partnership  authorizes
the issuance in the  aggregate of a maximum of  6,000,000  shares,  2,500,000 of
which are being registered  hereunder.  Of the shares being  registered  hereby,
20,210 are subject to presently exercisable options granted under the Plan.

(2) For  purposes  of  computing  the  registration  fee only.  Pursuant to Rule
457(h),  the Proposed Maximum Offering Price Per Share is based upon the average
of the high and low prices for the Company's Common Shares on the composite tape
for the New York Stock Exchange on July 25, 2005.

                                       1
<PAGE>

                                EXPLANATORY NOTE

     Tanger Factory Outlet  Centers,  Inc., a North  Carolina  corporation  (the
"Company"),  previously  registered 1,750,000 common shares of the Company, $.01
par value (the "Common Shares"), to be offered or sold to participants under the
Company's  Share Option Plan for  Directors  and  Executive and Key Employees of
Tanger  Factory  Outlet  Centers,  Inc.  (the "Share  Option Plan") and the Unit
Option Plan for Employees of Tanger Properties Limited Partnership ("Unit Option
Plan") on Form S-8 (File Nos. 333-80450 and 333-91863). At the Annual Meeting of
Shareholders  of the  Company  on May 9,  2003,  the  Shareholders  ratified  an
increase,  from 1,750,000 to 2,250,000, in the aggregate number of Common Shares
which may be issued under the Share  Option Plan and Unit Option Plan.  In order
to add restricted shares and other  share-based  grants to the Share Option Plan
and to merge the Unit Option Plan into the Share Option Plan,  holders of Common
Shares (the  "Shareholders")  ratified the Amended and Restated  Incentive Award
Plan (the "Incentive  Plan") of Tanger Factory Outlet  Centers,  Inc. and Tanger
Properties Limited Partnership (the "Operating Partnership"), by and between the
Company and the Operating Partnership,  at the Annual Meeting of Shareholders of
the Company held on May 14, 2004 (the "Annual  Meeting").  At the Annual Meeting
the Shareholders also ratified an increase,  from 2,250,000 to 3,000,000, in the
aggregate number of Common Shares which may be issued under the Incentive Plan.

     On December 29, 2004, the Company's  Common Shares  underwent a two-for-one
split (the "Stock Split). Accordingly, pursuant to Rule 416(a) of the Securities
Act of 1933, 3,500,000 Common Shares were previously  registered and pursuant to
Section 10.3 of the Incentive Plan, an aggregate of 6,000,000  Common Shares may
be issued under the Incentive Plan. This  registration  statement is being filed
pursuant  to  General  Instruction  E on Form S-8  (Registration  of  Additional
Securities)  in order to register an  additional  2,500,000  Common  Shares,  as
approved by the Shareholders, which may be offered or sold to participants under
the Incentive Plan.

                           INCORPORATION BY REFERENCE

     The Company  has filed with the  Securities  and  Exchange  Commission  the
Registration  Statements  with respect to 1,750,000  Common  Shares (as adjusted
pursuant to Rule 416(a) of the Securities Act of 1933 to 3,500,000 Common Shares
due to the Stock  Split)  and the  Definitive  Proxy  Statement  for the  Annual
Meeting of Shareholders  held on May 14, 2004. The contents of such Registration
Statements  (File Nos.  333-80450 and 333-91863) and Definitive  Proxy Statement
(File No. 001-11986) are hereby incorporated by reference.


Item  8.
                                    EXHIBITS

5(a)  Opinion of  Vernon, Vernon, Wooten, Brown, Andrews & Garrett, P.A.  as  to
      the legality of the Common Shares being registered.

23(a) Consent of PricewaterhouseCoopers LLP.

23(b) Consent of  Vernon,   Vernon,  Wooten,  Brown,  Andrews  &  Garrett,  P.A.
      (Included in Exhibit 5(a)).

24    Power of Attorney (included on signature page).




                                       2
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the city of Greensboro, State of North Carolina, on this 27th day
of July 2005.

                                    TANGER FACTORY OUTLET CENTERS, INC.


                                    By:    /s/ Stanley K. Tanger
                                         ---------------------------------------
                                         Stanley K. Tanger
                                         Chairman of the Board and Chief
                                         Executive Officer




                                POWER OF ATTORNEY


     Each of the  undersigned  officers  and  directors  of the  Company  hereby
severally  constitutes and appoints Stanley K. Tanger the undersigned's true and
lawful   attorney-in-fact  and  agent,  with  full  power  of  substitution  and
resubstitution,  for the undersigned and in the  undersigned's  name,  place and
stead,  in any and all  capacities  (unless  revoked in  writing),  to sign this
Registration  Statement  on  Form  S-8,  and any  and  all  amendments  thereto,
including  any  post-effective  amendments  as well as any related  registration
statement  (or amended  thereto)  filed in reliance  upon Rule 462(b)  under the
Securities Act, as amended and to file the same,  with all exhibits  thereto and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission, granting to such attorney-in-fact and agent full power and authority
to do and perform each and every act and thing requisite or necessary to be done
in  connection  therewith,  as  fully  as to all  intents  and  purposes  as the
undersigned  might and could do in person,  hereby  ratifying and confirming all
that said  attorney-in-fact  and agents or his  substitute or  substitutes,  may
lawfully do or cause to be done by virtue thereof.


     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  registration  statement has been signed by the following  persons in their
respective  capacities with Tanger Factory Outlet Centers,  Inc. and on the date
indicated.

<TABLE>
<CAPTION>

               Signature                                 Title                     Date Signed
               ---------                                 -----                     -----------



<S>                                                                                     <C> <C>
  /s/ Stanley K. Tanger                  Chairman of the Board and Chief           July 27, 2005
---------------------------------        Executive Officer
   Stanley K. Tanger                     (Principal Executive Officer)

  /s/ Steven B. Tanger                   President, Chief Operating Officer        July 27, 2005
---------------------------------        and Director
Steven B. Tanger


  /s/ Frank C. Marchisello, Jr.          Executive Vice President and Chief        July 27, 2005
---------------------------------        Financial Officer
Frank C. Marchisello, Jr.                (Principal Financial and Accounting Officer)


  /s/ Jack Africk                        Director                                  July 27, 2005
---------------------------------
Jack Africk


  /s/ William G. Benton                  Director                                  July 27, 2005
---------------------------------
William G. Benton


  /s/ Thomas E. Robinson                 Director                                  July 27, 2005
---------------------------------
Thomas E. Robinson


  /s/ Allan L. Schuman                   Director                                  July 27, 2005
---------------------------------
Allan L. Schuman

</TABLE>

                                       3
<PAGE>

<TABLE>
<CAPTION>

                                  EXHIBIT INDEX



------------------------- ----------------------------------------------------- --------------------------------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>
     EXHIBIT NUMBER                           DESCRIPTION                            SEQUENTIALLY NUMBERED PAGE

------------------------- ----------------------------------------------------- --------------------------------------

5(a)                      Opinion of Vernon, Vernon, Wooten, Brown, Andrews &                     5
                          Garrett, P.A. as to the legality of the Common
                          Shares being registered.

------------------------- ----------------------------------------------------- --------------------------------------
23(a)                     Consent of PricewaterhouseCoopers LLP.                                  6

------------------------- ----------------------------------------------------- --------------------------------------
23(b)                     Consent of Vernon, Vernon, Wooten, Brown, Andrews                       5
                          & Garrett, P.A. (Included in Exhibit 5(a)).

------------------------- ----------------------------------------------------- --------------------------------------
24                        Power of Attorney (included on signature page).                         3
------------------------- ----------------------------------------------------- --------------------------------------









</TABLE>


                                       4
<PAGE>

                                                                    EXHIBIT 5(a)


                     [LETTERHEAD OF VERNON, VERNON, WOOTEN,
                         BROWN, ANDREWS & GARRETT, P.A.]

                                July 27, 2005

Tanger Factory Outlet Centers, Inc.
3200 Northline Avenue
Suite 360
Greensboro, NC 27408

         Re:      Tanger Factory Outlet Centers, Inc.
                  Registration Statement or Form S-8

Ladies and Gentlemen:

     We have  acted as counsel  to Tanger  Factory  Outlet  Centers,  Inc.  (the
"Company")  and  to  Tanger  Properties  Limited  Partnership  ("the  "Operating
Partnership")  in connection with the  authorization of 2,500,000 Common Shares,
par value $0.01 per share (the "Shares"),  to be issued by the Company  pursuant
to the  Amended  and  Restated  Incentive  Award Plan of Tanger  Factory  Outlet
Centers, Inc. and Tanger Properties Limited Partnership (the "Incentive Plan").

     We are familiar  with the  proceedings  which have been taken and which are
contemplated  by the Company in  connection  with the adoption of the  Incentive
Plan and the  authorization  and  issuance of the Shares.  For  purposes of this
opinion,  we have assumed that such  proceedings will be timely completed in the
manner presently proposed.  In particular,  we have assumed that the Shares will
be issued  pursuant to the terms of the Incentive Award Plan (or in exchange for
Units issued under the Amended and  Restated  Unit Option Plan for  Employees of
Tanger Properties  Limited  Partnership which has been merged into the Incentive
Plan), that the Company and the Operating  Partnership,  shall have received the
exercise  price  payable for each Share or Unit under the terms of the Incentive
Award Plan, and that the Company shall have issued share certificates evidencing
any such Shares.

     We have reviewed such documents and considered such matters of law and fact
as we, in our  professional  judgment,  have  deemed  appropriate  to render the
opinions  contained herein. The opinions expressed herein are limited to matters
governed by the laws of the State of North  Carolina and no opinion is expressed
herein as to the laws of any other jurisdiction.

     Based upon and subject to the foregoing and to the further  limitations and
qualifications  herein  expressed,  it is our opinion  that the Shares have been
duly  authorized  and  that,  upon  receipt  by the  Company  or  the  Operating
Partnership  of the  exercise  price  and the  issuance  of  share  certificates
evidencing  the  Shares,  the  Shares  will be  validly  issued,  fully paid and
non-assessable.

     We understand that you intend to file a Registration  Statement on Form S-8
(the  "Registration  Statement") with the Securities and Exchange  Commission in
connection with the registration of the Shares under the Securities Act of 1933,
as  amended.  We  consent  to your  filing  this  opinion  as an  exhibit to the
Registration Statement.

                      Very truly yours,


                      /s/ Vernon, Vernon, Wooten, Brown, Andrews & Garrett, P.A.
                      ----------------------------------------------------------
                      Vernon, Vernon, Wooten, Brown, Andrews & Garrett, P.A.





                                       5
<PAGE>

                                                                   Exhibit 23(a)




                       CONSENT OF INDEPENDENT ACCOUNTANTS


     We hereby consent to the  incorporation  by reference in this  Registration
Statement of Tanger Factory Outlet Centers, Inc. on Form S-8 of our report dated
March 14, 2005 relating to the  financial  statements  and  financial  statement
schedule,  which appears in Tanger Factory Outlet Centers,  Inc.'s Annual Report
on Form 10-K for the year  ended  December  31,  2004.  We also  consent  to the
incorporation  by  reference  of our report  dated March 14, 2005 related to the
financial statement schedule, which appears in such Annual Report on Form 10-K.


PricewaterhouseCoopers LLP


Greensboro, North Carolina
July 27, 2005













                                       6
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{"company-data": {"conformed-name": "TANGER FACTORY OUTLET CENTERS INC", "cik": "0000899715", "assigned-sic": "6798", "irs-number": "561815473", "state-of-incorporation": "NC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-126924", "film-number": "05977297"}, "business-address": {"street1": "3200 NORTHLINE AVENUE SUITE 360", "city": "GREENSBORO", "state": "NC", "zip": "27408", "phone": "3362923010"}, "mail-address": {"street1": "3200 NORTHLINE AVENUE SUITE 360", "city": "GREENSBORO", "state": "NC", "zip": "27408"}}
AS FILED WITH THE SECURITIES AND EXCHANGE
           COMMISSION ON JULY 27, 2005 Registration No. 333-[______]
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            -------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                            -------------------------

                       TANGER FACTORY OUTLET CENTERS, INC.
             (Exact name of registrant as specified in its charter)

                     NORTH CAROLINA                    56-1815473
           (State or other jurisdiction             (I.R.S. Employer
         of incorporation or organization)         Identification No.)

                              3200 NORTHLINE AVENUE
                                 SUITE 360 27408
                           GREENSBORO, NORTH CAROLINA
              (Address of principal executive offices) (Zip Code)

                            -------------------------

                            THE AMENDED AND RESTATED
                             INCENTIVE AWARD PLAN OF
                     TANGER FACTORY OUTLET CENTERS, INC. AND
                      TANGER PROPERTIES LIMITED PARTNERSHIP

                            -------------------------

                                    Copy to:
         FRANK C. MARCHISELLO, JR.                      RAYMOND Y. LIN, ESQ.
   TANGER FACTORY OUTLET CENTERS, INC.                  LATHAM & WATKINS LLP
          3200 NORTHLINE AVENUE                           885 THIRD AVENUE
                SUITE 360                                    SUITE 1000
    GREENSBORO, NORTH CAROLINA 27408                  NEW YORK, NEW YORK 10022
             (336) 292-3010                                (212) 906-1200
(Name,  address,  including  zip  code,
    and  telephone number, including
    area code, of agent for service)
Calculation of Registration Fee
------------------------ ----------------- ----------------- ------------------ ---------------
Amount           Proposed           Proposed
     Title of Each          of Shares           Maximum            Maximum        Amount of
  Class of Securities         to be         Offering Price        Aggregate      Registration
   to be Registered         Registered       Per Share (2)     Offering Price        Fee
------------------------ ----------------- ----------------- ------------------ ---------------

Common Shares,
$.01 par value (1)          2,500,000           $27.50          $68,750,000       $8,091.88
(1) The Incentive Plan of the Company and the Operating  Partnership  authorizes
the issuance in the  aggregate of a maximum of  6,000,000  shares,  2,500,000 of
which are being registered  hereunder.  Of the shares being  registered  hereby,
20,210 are subject to presently exercisable options granted under the Plan.

(2) For  purposes  of  computing  the  registration  fee only.  Pursuant to Rule
457(h),  the Proposed Maximum Offering Price Per Share is based upon the average
of the high and low prices for the Company's Common Shares on the composite tape
for the New York Stock Exchange on July 25, 2005.

                                       1
EXPLANATORY NOTE

     Tanger Factory Outlet  Centers,  Inc., a North  Carolina  corporation  (the
"Company"),  previously  registered 1,750,000 common shares of the Company, $.01
par value (the "Common Shares"), to be offered or sold to participants under the
Company's  Share Option Plan for  Directors  and  Executive and Key Employees of
Tanger  Factory  Outlet  Centers,  Inc.  (the "Share  Option Plan") and the Unit
Option Plan for Employees of Tanger Properties Limited Partnership ("Unit Option
Plan") on Form S-8 (File Nos. 333-80450 and 333-91863). At the Annual Meeting of
Shareholders  of the  Company  on May 9,  2003,  the  Shareholders  ratified  an
increase,  from 1,750,000 to 2,250,000, in the aggregate number of Common Shares
which may be issued under the Share  Option Plan and Unit Option Plan.  In order
to add restricted shares and other  share-based  grants to the Share Option Plan
and to merge the Unit Option Plan into the Share Option Plan,  holders of Common
Shares (the  "Shareholders")  ratified the Amended and Restated  Incentive Award
Plan (the "Incentive  Plan") of Tanger Factory Outlet  Centers,  Inc. and Tanger
Properties Limited Partnership (the "Operating Partnership"), by and between the
Company and the Operating Partnership,  at the Annual Meeting of Shareholders of
the Company held on May 14, 2004 (the "Annual  Meeting").  At the Annual Meeting
the Shareholders also ratified an increase,  from 2,250,000 to 3,000,000, in the
aggregate number of Common Shares which may be issued under the Incentive Plan.

     On December 29, 2004, the Company's  Common Shares  underwent a two-for-one
split (the "Stock Split). Accordingly, pursuant to Rule 416(a) of the Securities
Act of 1933, 3,500,000 Common Shares were previously  registered and pursuant to
Section 10.3 of the Incentive Plan, an aggregate of 6,000,000  Common Shares may
be issued under the Incentive Plan. This  registration  statement is being filed
pursuant  to  General  Instruction  E on Form S-8  (Registration  of  Additional
Securities)  in order to register an  additional  2,500,000  Common  Shares,  as
approved by the Shareholders, which may be offered or sold to participants under
the Incentive Plan.

                           INCORPORATION BY REFERENCE

     The Company  has filed with the  Securities  and  Exchange  Commission  the
Registration  Statements  with respect to 1,750,000  Common  Shares (as adjusted
pursuant to Rule 416(a) of the Securities Act of 1933 to 3,500,000 Common Shares
due to the Stock  Split)  and the  Definitive  Proxy  Statement  for the  Annual
Meeting of Shareholders  held on May 14, 2004. The contents of such Registration
Statements  (File Nos.  333-80450 and 333-91863) and Definitive  Proxy Statement
(File No. 001-11986) are hereby incorporated by reference.

Item  8.
                                    EXHIBITS

5(a)  Opinion of  Vernon, Vernon, Wooten, Brown, Andrews & Garrett, P.A.  as  to
      the legality of the Common Shares being registered.

23(a) Consent of PricewaterhouseCoopers LLP.

23(b) Consent of  Vernon,   Vernon,  Wooten,  Brown,  Andrews  &  Garrett,  P.A.
      (Included in Exhibit 5(a)).

24    Power of Attorney (included on signature page).

                                       2
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the city of Greensboro, State of North Carolina, on this 27th day
of July 2005.

                                    TANGER FACTORY OUTLET CENTERS, INC.

                                    By:    /s/ Stanley K. Tanger
                                         ---------------------------------------
                                         Stanley K. Tanger
                                         Chairman of the Board and Chief
                                         Executive Officer

                                POWER OF ATTORNEY

     Each of the  undersigned  officers  and  directors  of the  Company  hereby
severally  constitutes and appoints Stanley K. Tanger the undersigned's true and
lawful   attorney-in-fact  and  agent,  with  full  power  of  substitution  and
resubstitution,  for the undersigned and in the  undersigned's  name,  place and
stead,  in any and all  capacities  (unless  revoked in  writing),  to sign this
Registration  Statement  on  Form  S-8,  and any  and  all  amendments  thereto,
including  any  post-effective  amendments  as well as any related  registration
statement  (or amended  thereto)  filed in reliance  upon Rule 462(b)  under the
Securities Act, as amended and to file the same,  with all exhibits  thereto and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission, granting to such attorney-in-fact and agent full power and authority
to do and perform each and every act and thing requisite or necessary to be done
in  connection  therewith,  as  fully  as to all  intents  and  purposes  as the
undersigned  might and could do in person,  hereby  ratifying and confirming all
that said  attorney-in-fact  and agents or his  substitute or  substitutes,  may
lawfully do or cause to be done by virtue thereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  registration  statement has been signed by the following  persons in their
respective  capacities with Tanger Factory Outlet Centers,  Inc. and on the date
indicated.
Signature                                 Title                     Date Signed
               ---------                                 -----                     -----------
/s/ Stanley K. Tanger                  Chairman of the Board and Chief           July 27, 2005
---------------------------------        Executive Officer
   Stanley K. Tanger                     (Principal Executive Officer)

  /s/ Steven B. Tanger                   President, Chief Operating Officer        July 27, 2005
---------------------------------        and Director
Steven B. Tanger

  /s/ Frank C. Marchisello, Jr.          Executive Vice President and Chief        July 27, 2005
---------------------------------        Financial Officer
Frank C. Marchisello, Jr.                (Principal Financial and Accounting Officer)

  /s/ Jack Africk                        Director                                  July 27, 2005
---------------------------------
Jack Africk

  /s/ William G. Benton                  Director                                  July 27, 2005
---------------------------------
William G. Benton

  /s/ Thomas E. Robinson                 Director                                  July 27, 2005
---------------------------------
Thomas E. Robinson

  /s/ Allan L. Schuman                   Director                                  July 27, 2005
---------------------------------
Allan L. Schuman
3
EXHIBIT INDEX

------------------------- ----------------------------------------------------- --------------------------------------
EXHIBIT NUMBER                           DESCRIPTION                            SEQUENTIALLY NUMBERED PAGE

------------------------- ----------------------------------------------------- --------------------------------------

5(a)                      Opinion of Vernon, Vernon, Wooten, Brown, Andrews &                     5
                          Garrett, P.A. as to the legality of the Common
                          Shares being registered.

------------------------- ----------------------------------------------------- --------------------------------------
23(a)                     Consent of PricewaterhouseCoopers LLP.                                  6

------------------------- ----------------------------------------------------- --------------------------------------
23(b)                     Consent of Vernon, Vernon, Wooten, Brown, Andrews                       5
                          & Garrett, P.A. (Included in Exhibit 5(a)).

------------------------- ----------------------------------------------------- --------------------------------------
24                        Power of Attorney (included on signature page).                         3
------------------------- ----------------------------------------------------- --------------------------------------
4
EXHIBIT 5(a)

                     [LETTERHEAD OF VERNON, VERNON, WOOTEN,
                         BROWN, ANDREWS & GARRETT, P.A.]

                                July 27, 2005

Tanger Factory Outlet Centers, Inc.
3200 Northline Avenue
Suite 360
Greensboro, NC 27408

         Re:      Tanger Factory Outlet Centers, Inc.
                  Registration Statement or Form S-8

Ladies and Gentlemen:

     We have  acted as counsel  to Tanger  Factory  Outlet  Centers,  Inc.  (the
"Company")  and  to  Tanger  Properties  Limited  Partnership  ("the  "Operating
Partnership")  in connection with the  authorization of 2,500,000 Common Shares,
par value $0.01 per share (the "Shares"),  to be issued by the Company  pursuant
to the  Amended  and  Restated  Incentive  Award Plan of Tanger  Factory  Outlet
Centers, Inc. and Tanger Properties Limited Partnership (the "Incentive Plan").

     We are familiar  with the  proceedings  which have been taken and which are
contemplated  by the Company in  connection  with the adoption of the  Incentive
Plan and the  authorization  and  issuance of the Shares.  For  purposes of this
opinion,  we have assumed that such  proceedings will be timely completed in the
manner presently proposed.  In particular,  we have assumed that the Shares will
be issued  pursuant to the terms of the Incentive Award Plan (or in exchange for
Units issued under the Amended and  Restated  Unit Option Plan for  Employees of
Tanger Properties  Limited  Partnership which has been merged into the Incentive
Plan), that the Company and the Operating  Partnership,  shall have received the
exercise  price  payable for each Share or Unit under the terms of the Incentive
Award Plan, and that the Company shall have issued share certificates evidencing
any such Shares.

     We have reviewed such documents and considered such matters of law and fact
as we, in our  professional  judgment,  have  deemed  appropriate  to render the
opinions  contained herein. The opinions expressed herein are limited to matters
governed by the laws of the State of North  Carolina and no opinion is expressed
herein as to the laws of any other jurisdiction.

     Based upon and subject to the foregoing and to the further  limitations and
qualifications  herein  expressed,  it is our opinion  that the Shares have been
duly  authorized  and  that,  upon  receipt  by the  Company  or  the  Operating
Partnership  of the  exercise  price  and the  issuance  of  share  certificates
evidencing  the  Shares,  the  Shares  will be  validly  issued,  fully paid and
non-assessable.

     We understand that you intend to file a Registration  Statement on Form S-8
(the  "Registration  Statement") with the Securities and Exchange  Commission in
connection with the registration of the Shares under the Securities Act of 1933,
as  amended.  We  consent  to your  filing  this  opinion  as an  exhibit to the
Registration Statement.

                      Very truly yours,

                      /s/ Vernon, Vernon, Wooten, Brown, Andrews & Garrett, P.A.
                      ----------------------------------------------------------
                      Vernon, Vernon, Wooten, Brown, Andrews & Garrett, P.A.

                                       5
Exhibit 23(a)

                       CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby consent to the  incorporation  by reference in this  Registration
Statement of Tanger Factory Outlet Centers, Inc. on Form S-8 of our report dated
March 14, 2005 relating to the  financial  statements  and  financial  statement
schedule,  which appears in Tanger Factory Outlet Centers,  Inc.'s Annual Report
on Form 10-K for the year  ended  December  31,  2004.  We also  consent  to the
incorporation  by  reference  of our report  dated March 14, 2005 related to the
financial statement schedule, which appears in such Annual Report on Form 10-K.

PricewaterhouseCoopers LLP

Greensboro, North Carolina
July 27, 2005

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