Exhibit 10.11 B

                Second Amendment to Registration Rights Agreement

         The  undersigned  parties  hereby  agree that the  Registration  Rights
Agreement dated as of May 27, 1993 and amended by instrument  dated November 20,
1995 (the  "Agreement"),  by and among Tanger Factory Outlet Centers,  Inc. (the
"Company"),  Tanger  Factory  Limited  Partnership  and  Stanley K.  Tanger (the
"Rightholders") is amended and modified as follows:

1. The Rightholders will not exercise any "piggy-back"registration rights any of
them  may  have  with  respect  to (i) the  filing  by the  Company  and  Tanger
Properties   Limited   Partnership   (the  "Limited   Partnership")  of  a  Base
Registration  Statement on Form S-3 dated May 22,  2001,  (ii) the filing by the
Company and the Limited  Partnership of a Post Effective Amendment number two to
Form S-3  including a related  prospectus  dated August 15, 2002,  and (iii) any
"piggy-back"  registration  rights that may have arisen from  November  21, 1995
through the date hereof.

2. The  Company  agrees that the  Rightholders  shall have the right to make one
additional Demand  Registration (as defined in the Agreement) bringing the total
number of Demand  Registrations  available  under the Agreement to three (3) and
that Company will pay all  Registration  Expenses (as defined in the  Agreement)
with regard to such additional Demand Registration.

3. The  Rightholders do not hereby waive notice of, or any  registration  rights
with respect to, any other Registration  Statement for the Company's  securities
and do not hereby waive or release  their rights to demand  registration  of the
Company's  securities  which they have  pursuant  to Section 3 of the  Agreement
including the November 20, 1995 amendment thereto.

Dated: September 4, 2002
                                     TANGER FAMILY LIMITED PARTNERSHIP


                                     By:
                                     --------------------------------------
                                     STANLEY K. TANGER, its General Partner

                                     /s/ Stanley K. Tanger
                                     --------------------------------------
                                     STANLEY K. TANGER

                                     /s/ Steven B. Tanger
                                     --------------------------------------
                                     STEVEN B. TANGER

Acknowledged and Agreed to by:

TANGER FACTORY OUTLET CENTERS, INC.
By: /s/ Rochelle G. Simpson
-----------------------------------
ROCHELLE G. SIMPSON