UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  -----------

                                    FORM 8-K

                Current Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934


                (Date of earliest event reported): March 24, 2005


                       TANGER FACTORY OUTLET CENTERS, INC.
                     -----------------------------------------
                 (Exact name of registrant as specified in its charter)



      North Carolina                      1-11986              56-1815473
      --------------                      -------              ----------
 (State or other jurisdiction of   (Commission File Number) (I.R.S. Employer
         Incorporation)                                      Identification
                                                                  Number)


      3200 Northline Avenue, Greensboro, North Carolina 27408
      -------------------------------------------------------
        (Address of principal executive offices) (Zip Code)
                            (336) 292-3010
         (Registrants' telephone number, including area code)

                                N/A
   (former name or former address, if changed since last report)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))


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                Section 1 - Registrant's Business and Operations

Item 1.01         Entry Into A Definitive Material Agreement

On March 24, 2005, the Compensation Committee (the "Committee") of the Board of
Directors (the "Board") of Tanger Factory Outlet Centers, Inc. (the "Company")
approved, as more fully described below:

- -    2005 bonus  performance  targets for the Company's Chief Executive  Officer
     ("CEO"),  Chief  Operating  Officer  ("COO")  and Chief  Financial  Officer
     ("CFO");

- -    Grants of long-term  incentive  restricted share awards to the CEO, COO and
     CFO; and

- -    Revised compensation payable to the non-management members of the Board.

2005 Bonus Performance Targets for CEO, COO and CFO
- ---------------------------------------------------

The Committee  approved 2005 bonus targets for the CEO, Stanley K. Tanger,  COO,
Steven B. Tanger,  and CFO, Frank C. Marchisello Jr., 85% of which will be based
on Company  performance  criteria  which include funds from  operations  growth,
dividends,  lease renewals,  increase in tenant base rents, occupancy and tenant
sales relative to targeted levels  established by the Committee,  and 15% of the
target bonuses will be tied to the individual's performance.  Each individual is
eligible to receive a  potential  maximum  aggregate  bonus equal to 110% of his
2005 base salary.


Restricted Share Grants to Executives in 2005
- ---------------------------------------------

The Committee  granted  common shares of the Company,  par value $0.01 per share
(the "Executive  Restricted Shares"),  subject to certain  restrictions,  to the
Company's CEO, COO and CFO. The CEO received 72,000 Executive Restricted Shares,
the COO received 48,000 Executive  Restricted Shares and the CFO received 10,000
Executive  Restricted  Shares.  The grants are pursuant to, and the terms of the
Executive  Restricted Shares are governed by, the Company's Amended and Restated
Incentive Award Plan (the "Incentive Award Plan"), previously filed as Exhibit B
to the Company's Proxy Statement for its 2004 Annual Meeting of Shareholders. In
addition, each recipient will receive a standard form agreement, a copy of which
will be filed  with the  Company's  next  quarterly  report on Form  10-Q.  Upon
issuance,  the Executive  Restricted  Shares may not be transferred,  alienated,
pledged,  encumbered or assigned  (such  transfer  restrictions,  the "Executive
Restrictions").   The  Executive   Restricted  Shares  vest  and  the  Executive
Restrictions  cease to apply  over a  five-year  period,  with 50% of the  award
vesting over time and 50% vesting based on the attainment of certain performance
criteria.  The  performance  based  portion  of the award will vest based on the
Company  achieving the following  financial  hurdle in each of those five years:
Total Return to  Shareholders  ("TRS") must be greater than one of the following
(i) 110% of the Morgan  Stanley REIT Index or (ii) 10 %, or (iii) the  Company's
TRS must be in the top 50% of its peer group  made up of  Shopping  Center  Real
Estate Investment  Trusts as approved by the Committee based on  recommendations
from  an  independent   compensation   consultant.   In  addition,  the  formula
incorporates carryback and carryforward features that will, in essence,  average
the TRS  performance  over the five-year  period.  Dividends will be paid on all
Executive Restricted Shares whether vested or unvested. The Executive Restricted
Shares will begin vesting on December 31, 2005.

The Share and Unit Option Committee of the Board may, in its discretion,  remove
some or all of the Executive  Restrictions and accelerate the vesting of some or
all of the  Executive  Restricted  Shares  at any  time  or from  time to  time.
Furthermore,  if the grantee's  employment  is terminated  other than (i) by the
employer  without Cause,  (ii) by the grantee for Good Reason or (iii) by reason
of the grantee's  death or  disability,  any Executive  Restricted  Shares still
subject to the Executive Restrictions shall immediately be forfeited.




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Director Compensation
- ---------------------
The  Committee  revised  compensation  amounts  for  non-management   directors,
retroactive to January 1, 2005, as follows:

Annual Retainer - Board                                  $20,000
Annual Retainer - Chairman of the Audit Committee          7,500
Annual Retainer - Chairman of all other committees         5,000
Fees per meeting                                           1,000
Fees per telephone meeting                                   500


Restricted Share Grants to Non-Management Directors
- ---------------------------------------------------

The Committee further  recommended to the Board and the Board approved an annual
grant of 2,000  common  shares of the  Company,  par value  $0.01 per share (the
"Director  Restricted  Shares"),  subject  to  certain  restrictions,   to  each
non-management  director.  The  grants  are  pursuant  to,  and the terms of the
Director  Restricted  Shares are  governed  by, the  Incentive  Award  Plan.  In
addition, each recipient will receive a standard form agreement, a copy of which
will be filed with the Company's next quarterly report on Form 10-Q. The initial
2,000  Director  Restricted  Shares  were  granted  on March  24,  2005 and each
subsequent  grant will occur  automatically  without any  further  action by the
Committee or the Board. Dividends will be paid on all Director Restricted Shares
whether vested or unvested.

Upon issuance, the Director Restricted Shares may not be transferred, alienated,
pledged,  encumbered  or assigned  (such  transfer  restrictions,  the "Director
Restrictions").   The   Director   Restricted   Shares  vest  and  the  Director
Restrictions  cease  to apply  as  follows:  (i) on  December  31st  immediately
following the date of grant, the Restrictions cease to apply to the one-third of
the Director  Restricted Shares,  (ii) on the second December 31st following the
date of grant,  the  Director  Restrictions  cease to apply to  one-third of the
Director  Restricted  Shares and (iii) on the third  December 31st following the
date of grant, the Director  Restrictions  cease to apply to the final one-third
of the Director Restricted Shares. The Board may, in its discretion, remove some
or all of the Director Restrictions and accelerate the vesting of some or all of
the Director  Restricted  Shares at any time or from time to time.  Furthermore,
any Director Restricted Shares still subject to the Director  Restrictions shall
immediately  be forfeited  upon the grantee's  termination  of  directorship  by
reason of voluntary  resignation or removal for cause. The Director Restrictions
shall lapse in full upon the grantee's termination of directorship other than by
reason of voluntary resignation or removal for cause.


SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Dated:  March 30, 2005

TANGER FACTORY OUTLET CENTERS, INC.


By:      /s/ Frank C. Marchisello Jr.
         ----------------------------
         Frank C. Marchisello, Jr.

         Executive Vice President, Chief Financial Officer


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