S-8 POS: Post-effective amendment to a S-8 registration statement

AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON August 11, 2005 Registration No. 333-[______]
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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POST-EFFECTIVE AMENDMENT NO.1 TO
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933

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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)

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

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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)








EXPLANATORY NOTE

This Post-Effective Amendment No. 1 incorporates the correct and updated consent
of our Independent Registered Public Accounting Firm, PriceWaterhouseCoopers
LLP. The consent we included in the initial S-8 filing did not include the
prescribed language consenting to internal controls over financial reporting due
to an inadvertent use of an old form of consent.

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.

24 * Power of Attorney.

* Previously filed.





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 11th day
of August 2005.

TANGER FACTORY OUTLET CENTERS, INC.


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

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.