SC 13D/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

TANGER FACTORY OUTLET CENTERS, INC.
(Name of Issuer)

DEPOSITARY SHARES -
EACH REPRESENTING 1/10 OF A SHARE OF SERIES A CUMULATIVE CONVERTIBLE REDEEMABLE
PREFERRED SHARES (PAR VALUE $0.01 PER SHARE) (LIQUIDATION PREFERENCE EQUIVALENT
TO $25.00 PER DEPOSITARY SHARE)
(Title of Class of Securities)

875465205
(CUSIP Number)

CHRISTOPHER HILBERT, ESQ.
MORGAN, LEWIS & BOCKIUS LLP
101 PARK AVENUE
NEW YORK, NEW YORK 10178
(212) 309-6830
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)

OCTOBER 31, 1996
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.

Check the following box if a fee is being paid with the statement / /. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)

NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 875465205

SCHEDULE 13D


1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

ROHIT MOJILAL DESAI
###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY

- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5 CHECK BOX I DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or (e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF -----------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 125,500 SHARES
EACH -----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
125,500 SHARES
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,500 SHARES
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /

- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.75% OF THE COMMON SHARES
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
CUSIP No. 875465205

SCHEDULE 13D


1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

DESAI CAPITAL MANAGEMENT INCORPORATED
13-3229933
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY

- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF

- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGA PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or (e) / /

- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

NEW YORK
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF -----------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 125,500 SHARES
EACH -----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
125,500 SHARES
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,500 SHARES
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /

- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.75% OF THE COMMON SHARES
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IA, CO
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
CUSIP No. 875465205


Item 1. Security and Issuer.

This statement relates to the Depositary Shares of Tanger
Factory Outlet Centers, Inc. (the "Company") each Depositary Share representing
1/10 of a share of Series A Cumulative Convertible Redeemable Preferred Shares
(par value $0.01 per share, the "Preferred Shares"). The address of the
Company's principal executive office is 1400 West Northwood Street, Greensboro,
North Carolina, 27408.

Item 2. Identity and Background.

This statement is filed by Desai Capital Management
Incorporated ("DCMI"), Rohit M. Desai, each of whom may be deemed to be the
beneficial owner of the securities owned directly by Equity-Linked Investors-II
("ELI-II") and by Rohit M. Desai Associates-II ("RMDA-II") (which may be
deemed to be the beneficial owner of the securities owned directly by ELI-II).

ELI-II is a New York limited partnership whose principal
business is investing in a portfolio of convertible debt securities, other debt
securities with equity features and convertible preferred stock.

RMDA-II is a New York general partnership and is the general
partner of ELI-II. The partners of RMDA-II are Rohit M. Desai, Katharine B.
Desai and the Rohit M. Desai Family Trust (of which Katharine B. Desai and
Joseph F. McDonald are the trustees under a trust agreement dated July 1, 1987).

DCMI is a New York corporation whose principal business is
that of an investment advisor. DCMI acts as an investment advisor to ELI-II. The
sole stockholder of DCMI is Rohit M. Desai. The directors of DCMI are Rohit M.
Desai and Katharine B. Desai. Rohit M. Desai, Katharine B. Desai, Frank J.
Pados, Jr., Kathy T. Abramson, Damon H. Ball, Thomas P. Larsen, Timothy R.
Kelleher, Catherine K. Janson, Paul A. Blaustein and Tom W. Perlmutter are
officers of DCMI.

The address of the principal business and principal office of
DCMI is 540 Madison Avenue, 36th Floor, New York, NY 10022.

The present principal occupation and employment of Rohit M.
Desai, who is a citizen of the United States, is as the president, treasurer and
chairman of the board of directors of DCMI and as the managing general partner
of RMDA-II, the general partner of ELI-II. The present principal occupation and
employment of Katharine B. Desai, who is a United States citizen, is as the
secretary and director of DCMI. The present principal occupation and
CUSIP No. 875465205


employment of Joseph F. McDonald, who is a United States citizen, is as a member
of the law firm of Morgan, Lewis & Bockius LLP. The present principal occupation
and employment of Kathy T. Abramson, who is a United States citizen, is as vice
president of DCMI. The present principal occupation and employment of Damon H.
Ball, who is a United States citizen, is as senior vice president of DCMI. The
present principal occupation and employment of Thomas P. Larsen, who is a United
States citizen, is as executive vice president of DCMI. The present principal
occupation and employment of Timothy R. Kelleher, who is a United States
citizen, is as vice president of DCMI. The present principal occupation and
employment of Catherine K. Janson, who is a United States citizen, is a vice
president of DCMI. The present principal occupation and employment of Paul A.
Blaustein, who is a United States citizen, is a vice president of DCMI. The
present principal occupation and employment of Tom W. Perlmutter, who is a
United States citizen, is a vice president of DCMI. The business address of each
of these individuals, except Joseph F. McDonald, is the same as that of DCMI.
The business address of Joseph F. McDonald is c/o Morgan, Lewis & Bockius LLP,
101 Park Avenue, New York, New York 10178.

During the last five years, neither DCMI, Rohit M. Desai,
Katharine B. Desai, the Rohit M. Desai Family Trust, Joseph F. McDonald, Frank
J. Pados, Jr., Kathy T. Abramson, Damon H. Ball, Thomas P. Larsen, Timothy R.
Kelleher, Catherine K. Janson, Paul A. Blaustein nor Tom W. Perlmutter has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). During the last five years, neither DCMI, Rohit M. Desai,
Katharine B. Desai, the Rohit M. Desai Family Trust, Joseph F. McDonald, Frank
J. Pados, Jr., Kathy T. Abramson, Damon H. Ball, Thomas P. Larsen, Timothy R.
Kelleher, Catherine K. Janson, Paul A. Blaustein nor Tom W. Perlmutter has been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or a finding of any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

ELI-II has acquired 125,500 Depositary Shares each of which
represents 1/10 of a share of the Company's Series A Cumulative Convertible
Redeemable Preferred Shares, par value $0.01 per share (the "Depositary
Shares"). The Depositary Shares were purchased at a rate of $24.60 per
Depositary Share. In making these purchases, ELI-II used working capital from
its operating account, which is funded by capital contributions from ELI-II's
limited partners and gains and proceeds from ELI-II's investment portfolio.

CUSIP No. 875465205


Item 4. Purpose of Transaction.

ELI-II has purchased the Depositary Shares in the ordinary
course of their respective businesses solely for investment purposes.

Neither DCMI, ELI-II, RMDA-II, Rohit M. Desai, Katharine B.
Desai, the Rohit M. Desai Family Trust, Joseph F. McDonald, Frank J. Pados, Jr.,
Kathy T. Abramson, Damon H. Ball, Thomas P. Larsen, Timothy R. Kelleher,
Catherine K. Janson, Paul A. Blaustein nor Tom W. Perlmutter has any plans or
proposals which relate to or would result in:

(a) the acquisition by any person of additional securities of
the issuer or the disposition of securities of the Company, except that ELI-II
may, from time to time, in furtherance of ELI-II's respective investment
programs, obtain one or more shares of the Company's Common Stock, $0.01 par
value, through the conversion of the Depositary Shares (and the underlying
Preferred Shares) and/or acquire (for investment) or dispose of the Depositary
Shares and the underlying Preferred Shares, Common Stock obtainable upon
conversion thereof or any other securities of the issuer;

(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its subsidiaries;

(c) a sale or transfer of a material amount of assets of the
issuer or any of its subsidiaries;

(d) any change in the present board of directors or management
of the issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;

(e) any material change in the present capitalization or
dividend policy of the issuer;

(f) any other material change in the issuer's business or
corporate structure;

(g) any change in the issuer's charter or by-laws;

(h) causing a class of securities of the issuer to be delisted
from a national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association;
CUSIP No. 875465205


(i) a class of equity securities of the issues becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or

(j) any action similar to those enumerated above.


Item 5. Interest in Securities of the Issuer.

ELI-II directly owns 125,500 Depositary Shares. For purposes
of this Schedule 13D, each of DCMI and Rohit M. Desai could be deemed to be a
beneficial owner of securities held by ELI-II the total of such holdings is
125,500 Depositary Shares which would constitute beneficial ownership of
approximately 1.75% of the Company's outstanding Common Stock.

The power to vote, to convert or to dispose of, or to direct
the voting, conversion, or disposal of the Depositary Shares held by ELI-II is
vested in RMDA-II as general partner of ELI-II, but such decisions (and similar
decisions with respect to the rest of ELI-II's investment portfolio) may also be
made by DCMI under an investment and advisory agreement between ELI-II and DCMI.
Rohit M. Desai is the managing general partner of RMDA-II and the sole
stockholder, chairman of the board of directors, president and treasurer of
DCMI. Katharine B. Desai is the secretary and director of DCMI, a general
partner of RMDA-II and a trustee of the Rohit M. Desai Family Trust. The Rohit
M. Desai Family Trust is a general partner of RMDA-II. Joseph F. McDonald is a
trustee of the Rohit M. Desai Family Trust. Damon H. Ball and Thomas P. Larsen
are senior vice presidents of DCMI. Kathy T. Abramson, Timothy R. Kelleher,
Catherine K. Janson, Paul A. Blaustein and Tom W. Perlmutter are vice presidents
of DCMI.

Accordingly, for purposes of Schedule 13D, DCMI and Rohit M.
Desai may each be deemed to share the power to vote or to direct the vote and
may be deemed to share the power to dispose or to direct the disposition with
respect to the securities held by ELI-II [and DCMI] and therefore each may be
deemed to be a beneficial owner with respect to such securities.

Pursuant to Rule 13d-4 under the Securities Exchange Act of
1934, DCMI, RMDA-II, Rohit M. Desai, Katharine B. Desai, the Rohit M. Desai
Family Trust, Joseph F. McDonald, Kathy T. Abramson, Damon H. Ball, Thomas P.
Larsen, Timothy R. Kelleher, Catherine K. Janson, Paul A. Blaustein and Tom W.
Perlmutter hereby declare that the filing of this Statement shall not be
construed as an admission that any person other than ELI-II is the beneficial
owner of any securities covered by this Statement or that either ELI-II is the
beneficial owner of any securities held by the others.
CUSIP No. 875465205


No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the securities covered by this Statement.

During the sixty days preceding the filing of this Schedule,
no transactions in the class of securities reported were effected by any person
reporting on this Schedule.

Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.

Neither ELI-II, DCMI, Rohit M. Desai, Katharine B. Desai, the
Rohit M. Desai Family Trust, Joseph F. McDonald, Frank J. Pados, Jr., Kathy T.
Abramson, Damon H. Ball, Thomas P. Larsen, Timothy R. Kelleher, Catherine K.
Janson, Paul A. Blaustein and Tom W. Perlmutter is a party to any contract,
arrangement, understanding or relationship specifically relating to any
securities of the Company.

ELI-II has contracted with DCMI for DCMI to provide investment
advisory and other services to ELI-II. Pursuant to the investment and advisory
contract, DCMI may exercise investment power and voting power with respect to
the investment portfolios of ELI-II. For its services under these investment and
advisory agreements DCMI receives a management fee from ELI-II generally based
on the value of the ELI-II portfolio.


Item 7. Materials Previously Filed as Exhibits.

1. Joint Filing Agreement regarding the filing of this
statement.

2. Investment and Advisory Agreement between ELI-II and
DCMI, as amended.

3. Power of Attorney authorizing Kathy T. Abramson to
sign on behalf of Rohit M. Desai.
CUSIP No. 875465205


SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief,
each of the undersigned certifies that the information set forth in this
Amendment No. 1, which is being filed on behalf of each of the undersigned, is
true, complete and correct.

Dated: November 12, 1996


DESAI CAPITAL MANAGEMENT
INCORPORATED


By /s/ Kathy T. Abramson
____________________________________________
Kathy T. Abramson
Attorney-in-fact for
Rohit M. Desai, President


/s/ Kathy T. Abramson
____________________________________________
Kathy T. Abramson
Attorney-in-fact for Rohit M. Desai