EXHIBIT 3.1

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 amendments to the Amended and Restated Articles of
Incorporation of the corporation were adopted by its shareholders on May 9, 1996
in the manner prescribed by law:


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

A. The number of shares that the corporation is
authorized to issue is 100 million shares, divided into
classes, as follows: 50 million Common Shares with a par value
of $0.01 per share (the "Common Shares"); 25 million Excess
Shares with a par value of $0.01 per share (the "Excess
Shares"); one million Preferred Shares with a par value of
$0.01 per share (the "Class A Preferred Shares"); eight
million Class B Preferred Shares with a par value of $0.01 per
share (the "Class B Preferred Shares"); eight million Class C
Preferred Shares with a par value of $0.01 per share (the
"Class C Preferred Shares"); and eight million Class D
Preferred Shares with a par value of $0.01 per share (the
"Class D Preferred Shares"). The preferences, limitations and
relative rights of each class of shares are as set forth in
succeeding paragraphs of this Article II.


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

D. Preferred Shares. The Class A Preferred Shares
shall have the preferences, limitations and relative rights
set forth in Paragraph H of this Article II. Prior to the
issuance of Class B, C or D Preferred Shares, the Board of
Directors of the corporation shall determine, in whole or in
part, the preferences, limitations and relative rights of the
shares in that class subject to the following limitations: (1)
the shares of any such other class of preferred shares may
rank on a parity with or junior to Class A Preferred Shares
with respect to payment of dividends or the distribution of
assets upon liquidation, dissolution or winding up

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but may not have rights or preferences with respect to
distributions or to dissolution that are prior or superior to
the Class A Preferred Shares and (2) the preferences,
limitations and relative rights of such other class of
preferred shares shall not otherwise alter or abolish a
preferential right of the Class A Preferred Shares.



This the 29th day of May, 1996.



TANGER FACTORY OUTLET CENTERS, INC.



BY: /s/ Rochelle Simpson
ROCHELLE SIMPSON, VICE PRESIDENT

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