EXHIBIT 4.3A


                          AMENDMENT TO RIGHTS AGREEMENT

1.   General  Background.  In accordance with Section 27 of the Rights Agreement
     between  BankBoston,  NA (the  "Rights  Agent") and Tanger  Factory  Outlet
     Centers,  Inc.  ("Company")  dated August 20, 1998 (the  "Agreement"),  the
     Rights  Agent and the  "Company"  desire to amend the  Agreement to appoint
     EquiServe Trust Company, N.A.

2.   Effectiveness.  This  Amendment  shall be  effective as of October 30, 2001
     (the  "Amendment")  and all defined terms and  definitions in the Agreement
     shall be the same in the Amendment  except as  specifically  revised by the
     Amendment.

3.   Revision. The section in the Agreement entitled "Change of Rights Agent" is
     hereby deleted in its entirety and replaced with the following:

     Change of Rights Agent.  The Rights Agent or any successor Rights Agent may
     resign and be discharged from its duties under this Agreement upon 30 days'
     notice in writing  mailed to the Company and to each transfer  agent of the
     Common Shares or Preferred  shares by  registered or certified  mail and to
     the holders of the Right  Certificates by first-class mail. The Company may
     remove the Rights Agent or any successor  Rights Agent upon 30 days' notice
     in writing  mailed to the Rights Agent or successor  Rights  Agent,  as the
     case may be, and to each  transfer  agent of the Common Shares or Preferred
     Shares by  registered  or certified  mail,  and to the holders of the Right
     Certificates  by  first-class  mail. If the Rights Agent shall resign or be
     removed or shall otherwise  become  incapable of acting,  the Company shall
     appoint a successor to the Rights Agent.  If the Company shall fail to make
     such  appointment  within a period of 30 days after  giving  notice of such
     removal or after it has been  notified  in writing of such  resignation  or
     incapacity by the resigning or incapacitated  rights Agent or by the holder
     of a Right Certificate (who shall,  with such notice,  submit such holder's
     Right  Certificate  for  inspection  by the company),  then the  registered
     holder  of any  Right  Certificate  may  apply to any  court  of  competent
     jurisdiction  for the  appointment  of a new Rights  Agent.  Any  successor
     Rights Agent, whether appointed by the Company or by such a court, shall be
     a corporation or trust company  organized and doing business under the laws
     of the United States, in good standing, which is authorized under such laws
     to  exercise  corporate  trust or stock  transfer  powers and is subject to
     supervision  or  examination  by federal or state  authority  and which has
     individually  or combined with an affiliate at the time of its  appointment
     as Rights  Agent a combined  capital and  surplus of at least $100  million
     dollars. After appointment, the successor Rights Agent shall be vested with
     the same  powers,  rights,  duties and  responsibilities  as if it had been
     originally  named as Rights  Agent  without  further  act or deed;  but the
     predecessor Rights Agent shall deliver and transfer to the successor Rights
     Agent  any  property  at the time held by it  hereunder,  and  execute  and
     deliver any further  assurance,  conveyance,  act or deed necessary for the
     purpose.  Not later than the  effective  date of any such  appointment  the
     Company shall file notice  thereof in writing with the  predecessor  Rights
     Agent and each transfer agent of the Common Shares or Preferred Shares, and
     mail a notice  thereof in writing  to the  registered  holders of the Right
     Certificates.  Failure to give any notice  provided for in this Section __,
     however,  or any defect therein,  shall not affect the legality or validity
     of the resignation or removal of the Rights Agent or the appointment of the
     successor Rights Agent, as the case may be.

4.   Except as amended  hereby,  the  Agreement  and all  schedules  or exhibits
     thereto shall remain in full force and effect.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
     executed  in their  names and on their  behalf by and  through  their  duly
     authorized officers, as of this 30th day of October, 2001.

     Tanger Factory Outlet Centers, Inc.      BankBoston, NA
     By:                                      By:
     Title:                                   Title:



                                              EquiServe Trust Company, N.A.
                                              By:
                                              Title: