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): ~~December~~May 296, ~~2008~~2009

Tanger Factory Outlet Centers, Inc.

Tanger Properties Limited Partnership

(Exact Name of Registrant as Specified in Charter)

North Carolina North Carolina (State or Other Jurisdiction of Incorporation) 1-11986 33333-~~99736~~3526-01 (Commission File Number) 56-~~181547356~~1815473 56-1822494 (IRS Employer Identification No.)

3200 Northline Avenue, Suite 360 Greensboro, NC 27408

(Address of Principal Executive Offices, including Zip Code)

3200 Northline Avenue, Suite 360 Greensboro, NC 27408 (Address of Principal Executive Offices, including Zip Code)

Registrant's telephone number, including area code: (336) 292-3010

Not Applicable

(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:

[ X] 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))

~~Section~~Item 58.01 –Other ~~Corporate Governance and Management~~Matters

~~Item~~On 5May 6, 2009, Tanger Factory Outlet Centers, Inc.02 ~~Departure~~(the "Company") announced that, in connection with the previously announced offer to exchange common shares of ~~Directors~~the Company orfor ~~Certain~~any ~~Officers;~~and ~~Election~~all of ~~Directors;~~the ~~Appointment~~outstanding 3.75% Exchangeable Senior Notes due 2026 (the “Notes”) of ~~Certain~~Tanger ~~Officers;~~Properties ~~Compensatory~~Limited ~~Arrangements~~Partnership (the "OP"), the OP has determined that a total of ~~Certain~~34.2079 ~~Officers~~Company common shares will be issued for each $1,000 principal amount of Notes validly tendered and not validly withdrawn in the exchange offer.

OnThe total ~~December~~number ~~29, 2008, in light~~ of ~~Section~~Company ~~409A~~common ofshares ~~the~~issued ~~Internal Revenue~~for ~~Code~~each ~~of 1986~~$1,000 asprincipal ~~amended,~~amount ~~and~~of ~~the Treasury regulations and other guidance issued~~Notes ~~thereunder,~~was ~~the~~determined ~~Share~~by ~~and~~adding ~~Unit Option Committee of Tanger Factory Outlet Centers, Inc~~27.7434 ~~(the "~~Company") ~~approved an~~common ~~amended~~shares, ~~and~~which ~~restated~~was ~~Incentive~~a ~~Award Plan. The~~fixed ~~material amended~~amount, and ~~restated~~an ~~provisions~~additional amount of ~~the~~shares ~~Incentive~~determined ~~Award~~by ~~Plan~~dividing ~~are as follows:~~$215 ~~(1)~~by the average ~~removal~~ of the ~~potential~~volume ~~award~~weighted ofaverage ~~Dividend~~price ~~Equivalents under the Plan, (2) clarification~~ of the ~~timing~~Company ~~of,~~common ~~and employment~~shares over ~~conditions~~an ~~relating~~eight ~~to,~~trading ~~the~~day ~~payment~~averaging ofperiod ~~performance~~beginning ~~awards under~~April ~~the Incentive Award Plan~~24, 2009 and ~~(3)~~ending ~~clarification~~May ~~of certain definitions and~~5, ~~terms~~2009, ~~used~~or in$33.2584. Holders ~~the~~will ~~Incentive~~also ~~Award~~receive ~~Plan.~~a Nocash ~~other material~~payment ~~amendments were~~for ~~made~~accrued ~~to the terms~~ and ~~conditions~~unpaid ofinterest on the ~~Incentive~~ ~~Award~~Notes ~~Plan.~~up ~~The~~to ~~foregoing summary~~but isnot ~~qualified~~including ~~in its entirety by reference to~~ the ~~Amended and~~settlement ~~Restated Incentive Award Plan~~date, which is ~~filed~~expected asto ~~Exhibit~~be 10approximately $8.165 toper ~~this~~$1,000 ~~Form 8-K~~principal ~~and incorporated~~amount ~~by reference~~of Notes.

On December 29, 2008, the Company entered into amended and restated employment agreements (each an “Employment Agreement”) with Stanley K. Tanger, Steven B. Tanger, Frank C. Marchisello, Jr., Lisa J. Morrison and Joseph H. Nehmen (collectively, the “Executives”). The ~~Employment Agreements supersede~~offer the Executives’ existing employment agreements and revise certain provisions of the prior employment agreements for the Executives in order to provide that certain payments to be made pursuant to the Employment Agreements will be exempt from or comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury regulations and other guidance issued thereunder (collectively, “Section 409A”), including (i) providing that any compensation or benefits payable to an Executive under an Employment Agreement that constitutes non-qualified deferred compensation subject to the requirements of Section 409A (the “Deferred Compensation”) will be delayed for a six month period following such Executive’s termination date if such Executive is ~~deemed~~scheduled to beexpire ~~a "specified employee" (within the meaning of Section 409A)~~ at ~~the~~ ~~time~~5:00 of such termination of employment and (ii) providing that the Company designates the order of any payment reduction necessary in order to prevent an Executive from having any liability for the federal excise tax levied on any “excess parachute payments” under Section 4999 of the Internal Revenue Codep. ~~In addition~~m., ~~the~~New ~~Employment~~York ~~Agreement~~City ~~for~~time, ~~Lisa~~on ~~Morrison has been revised to provide that in the event of a change in control of the Company (as such term is defined in the applicable Employment Agreement)~~Thursday, ifMay ~~the Executive has not terminated her employment by the seventy-fifth day following such change in control~~7, ~~the~~ ~~Executive's right to severance benefits under the Employment Agreement ceases~~2009.

~~The Employment~~A ~~Agreement~~copy ~~for Stanley K. Tanger and the Employment Agreement for~~of ~~Steven~~this B.press ~~Tanger~~release ~~have~~is ~~been~~attached ~~revised~~ to ~~reflect~~this ~~their~~current ~~changes~~report ~~in title and position effective January 1, 2009,~~ as, ~~respectively, Chairman of the board of~~Exhibit ~~directors of the Company and President and Chief Executive Officer of the Company, as previously announced in the Company’s 8-K dated December 2, 2008~~99.1.

The foregoing summary is qualified in its entirety by reference to the Employment Agreements, which are filed as Exhibits 10.5, 10.6, 10.7, 10.8 and 10.9 to this Form 8-K and incorporated by reference.

Section 9 - Financial Statements and Exhibits

Item 9.01

Financial Statements and Exhibits

(c)

Exhibits

The following exhibits are included with this Report:

Exhibit 10.1	Amended and Restated Incentive Award Plan of Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership, effective December 29, 2008.
Exhibit 10.5	Amended and Restated Employment Agreement for Stanley K. Tanger, as of December 29, 2008.
Exhibit 10.6	Amended and Restated Employment Agreement for Steven B. Tanger, as of December 29, 2008.
Exhibit 10.7	Amended and Restated Employment Agreement for Frank C. Marchisello, Jr., as of December 29, 2008.
Exhibit 10.8	Amended and Restated Employment Agreement for Lisa J. Morrison, as of December 29, 2008.
Exhibit 10.9	Amended and Restated Employment Agreement for Joseph H. Nehmen, as of December 29, 2008.

Exhibit 99.1	Press release announcing number of shares to be issued as consideration in exchange offer for Exchangeable Notes.

SIGNATURES

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

Dated: ~~December~~ May 316, ~~2008~~2009

TANGER FACTORY OUTLET CENTERS, INC.

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

Frank C. Marchisello, Jr.

Executive Vice President, Chief Financial Officer and Secretary

TANGER PROPERTIES LIMITED PARTNERSHIP

By:TANGER GP TRUST, its sole general partner

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

Frank C. Marchisello, Jr.

Vice President, Treasurer and Assistant Secretary

EXHIBIT INDEX

Exhibit No.

Exhibit 10.1	Amended and Restated Incentive Award Plan of Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership, effective December 29, 2008.
Exhibit 10.5	Amended and Restated Employment Agreement for Stanley K. Tanger, as of December 29, 2008.
Exhibit 10.6	Amended and Restated Employment Agreement for Steven B. Tanger, as of December 29, 2008.
Exhibit 10.7	Amended and Restated Employment Agreement for Frank C. Marchisello, Jr., as of December 29, 2008.
Exhibit 10.8	Amended and Restated Employment Agreement for Lisa J. Morrison, as of December 29, 2008.
Exhibit 10.9	Amended and Restated Employment Agreement for Joseph H. Nehmen, as of December 29, 2008.

Exhibit 99.1

Press release announcing number of shares to be issued as consideration in exchange offer for Exchangeable Notes.

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