ARTICLES OF AMENDMENT
                                       OF
                       TANGER FACTORY OUTLET CENTERS, INC.

     The undersigned  corporation hereby submits these Articles of Amendment for
the purpose of amending its Amended and Restated Articles of Incorporation.

1.   The name of the corporation is Tanger Factory Outlet Centers, Inc.

2.   The   following   amendment  to  the  Amended  and  Restated   Articles  of
     Incorporation  of the corporation was adopted by its shareholders on May 7,
     1999 in the manner prescribed by law:

     Section  "E"  of  Article  II of the  Corporation's  Amended  and  Restated
Articles of Incorporation shall be amended to read as follows:

                           E.  The  Board of  Directors  of the  corporation  is
                  hereby  expressly  vested with  authority to issue,  and shall
                  issue,  to the extent  that such  issuance  will not result in
                  violation of  subparagraph  B(4)(b) of Article4 II  hereunder,
                  Common   Shares  in  exchange  for  Units,   pursuant  to  the
                  Partnership Agreement, so long as the corporation or an entity
                  all of whose  equity  interest  is  owned  by the  corporation
                  remains  the  general  partner  of Tanger  Properties  Limited
                  Partnership.

         This the 30 day of September, 1999.




                                            Tanger Factory Outlet Centers, Inc.


                                            BY:

                                                 STANLEY K. TANGER,
                                                 Chairman of the Board and Chief
                                                 Executive Officer