United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

 [X]         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                  For the fiscal year ended December 31, 2000
                                       OR
 [  ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
             For the transition period from _________ to _________

                    Commission file number:     33-99736-01
                                                333-3526-01
                                                333-39365-01

                     TANGER PROPERTIES LIMITED PARTNERSHIP
            (Exact name of Registrant as specified in its charter)


           North Carolina                    56-1822494
   (State or other jurisdiction of          (I.R.S. Employer
    incorporation or organization)         Identification No.)

       3200 Northline Avenue
             Suite 360
       Greensboro, NC 27408                  (336) 292-3010
(Address of principal executive offices)     (Registrant's telephone number)

        Securities registered pursuant to Section 12(b) of the Act: None

        Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
Yes  X     No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.[ ]
                       Documents Incorporated By Reference

Part III  incorporates  certain  information by reference from the  Registrant's
definitive  proxy statement of Tanger Factory Outlet  Centers,  Inc. to be filed
with respect to the Annual Meeting of Shareholders to be held May 18, 2001.


<PAGE>


PART I

Item 1.   Business

The Operating Partnership

Tanger Properties  Limited  Partnership (the "Operating  Partnership"),  a North
Carolina  limited  partnership,  focuses  exclusively on developing,  acquiring,
owning and operating  factory outlet centers.  Since entering the factory outlet
center  business  20 years ago,  we have  become one of the  largest  owners and
operators of factory  outlet  centers in the United  States.  As of December 31,
2000, we owned and operated 29 centers with a total gross  leasable area ("GLA")
of approximately  5.2 million square feet. These centers were  approximately 96%
occupied,  contained  approximately  1,100  stores  representing  over 250 store
brands as of such date.

We are controlled by Tanger  Factory Outlet  Centers,  Inc. (the  "Company"),  a
fully-integrated,  self administered,  self-managed real estate investment trust
("REIT") as the sole shareholder of our general partner,  Tanger GP Trust. Prior
to 1999,  the Company  directly  owned the majority of the units of  partnership
interest  issued by us (the  "Units")  and served as our sole  general  partner.
During  1999,  the  Company   transferred   its  ownership  of  Units  into  two
wholly-owned  subsidiaries,  the Tanger GP Trust and the  Tanger LP Trust,  with
Tanger GP Trust as the sole  general  partner and Tanger LP Trust as the limited
partner.  The Tanger family,  through its ownership of the Tanger Family Limited
Partnership  ("TFLP"),  holds  the  remaining  Units.  Stanley  K.  Tanger,  the
Company's Chairman of the Board and Chief Executive Officer, is the sole general
partner  of  TFLP.  The  terms  "we",  "our"  and "us"  refer  to the  Operating
Partnership or the Operating  Partnership and the Company together,  as the text
requires.

As of December 31, 2000, the Tanger GP Trust owned 150,000 Units,  the Tanger LP
Trust owned 7,768,911  Units,  and 80,600 preferred Units (which are convertible
into approximately  726,203 limited  partnership Units) and TFLP owned 3,033,305
Units. TFLP's Units are exchangeable, subject to certain limitations to preserve
the Company's status as a REIT, on a one-for-one  basis for the Company's common
shares.  Preferred Units are  automatically  converted into limited  partnership
Units to the extent of any  conversion  of the Company's  preferred  shares into
common  shares of the  Company.  Management  of the  Company  beneficially  owns
approximately  27% of all  outstanding  common  shares  (assuming  the  Series A
preferred shares and the limited partner's Units are exchanged for common shares
but  without  giving  effect  to the  exercise  of  any  outstanding  stock  and
partnership Unit options).

Each preferred  partnership  Unit entitles the Company to receive  distributions
from us, in an amount equal to the distribution  payable with respect to a share
of Series A preferred shares,  prior to the payment by us of distributions  with
respect to the general  partnership Units.  Preferred  partnership Units will be
automatically  converted by holders into limited partnership Units to the extent
that the Series A preferred  shares are converted into common shares and will be
redeemed  by us to the extent  that the  Company  redeems the Series A preferred
shares.

Ownership of the Company's common and preferred shares is restricted to preserve
the  Company's  status as a REIT for  federal  income tax  purposes.  Subject to
certain exceptions, a person may not actually or constructively own more than 4%
of the Company's common shares (including common shares which may be issued as a
result of conversion of Series A preferred  shares) or more than 29,400 Series A
preferred  shares  (or a lesser  number in  certain  cases).  The  Company  also
operates in a manner  intended  to enable it to  preserve  its status as a REIT,
including,  among  other  things,  making  distributions  with  respect  to  its
outstanding  common and  preferred  shares  equal to at least 95% of its taxable
income each year.  Effective  January 1, 2001,  the Company will  distribute  at
least 90% of its taxable  income to its  shareholders  each year on a go forward
basis to qualify as a REIT under the  Internal  Revenue Code (the  "Code").  The
minimum  distribution  requirements  under the Code  were  changed  through  the
enactment of the Tax Relief Extension Act of 1999.

We are a North  Carolina  limited  partnership  that was formed in May 1993. The
executive  offices are currently  located at 3200 Northline  Avenue,  Suite 360,
Greensboro, North Carolina, 27408 and the telephone number is (336) 292-3010.



                                       2
<PAGE>



Recent Developments

At December 31, 2000, we owned 29 centers in 20 states totaling 5,179,000 square
feet of  operating  GLA compared to 31 centers in 22 states  totaling  5,149,000
square feet of operating  GLA as of December 31,  1999.  The 30,000  square foot
increase in GLA is comprised  primarily of a net increase of 216,000 square feet
due to expansions in five existing  centers during the year offset by a decrease
of 186,000 square feet due to the sale of our Lawrence,  Kansas and McMinnville,
Oregon centers in June 2000. Currently, we have approximately 97,000 square feet
of expansion space under construction in our San Marcos,  Texas center, which is
scheduled to open during 2001.

In June 2000, we sold our centers in Lawrence,  KS and  McMinnville,  OR for net
proceeds of $7.1 million.  As a result of the two sales, we recognized a loss on
sale of real estate of $5.9 million.  The combined net operating income of these
two centers  represented  approximately  1% of the total  portfolio's  operating
income.

In May 1999,  our center in Stroud,  Oklahoma  was  destroyed  by a tornado.  We
maintain  full  replacement  cost  insurance on  properties  as a whole and as a
result of the insurance settlement received, we recognized a gain on disposal of
the Stroud  center of $4.1  million  during the year ended  December  31,  1999.
Approximately  $1.9 million of the  insurance  settlement  represented  business
interruption   insurance  proceeds.  The  business  interruption  proceeds  were
included in Other  income and were  amortized  over a period of fourteen  months
ending in June 2000. Approximately $985,200 of these proceeds were recognized in
2000.

In December  2000, we sold the  remaining  land and site  improvements  from our
Stroud,  Oklahoma  center  which  was  destroyed  by a tornado  in May 1999.  We
received net proceeds of approximately  $723,500 in January 2001. As a result of
this sale we recognized a loss of $1,046,000 on the sale of the real estate in
the fourth quarter of 2000.

We are involved in the pre-development stage of a new 400,000 square foot outlet
center in Myrtle  Beach,  South  Carolina.  This  center is being  developed  by
Tanger-Warren Development, LLC ("Tanger-Warren") which was formed in August 2000
to identify,  acquire and develop sites for us. Based on anticipated  successful
permitting and pre-leasing,  we expect stores to begin opening in late 2002. See
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations - Joint Ventures" for a discussion of the formation of Tanger-Warren.

We have an option to purchase  the retail  portion of a site at the Bourne Bride
Rotary in Cape Cod, Massachusetts.  Based on tenant demand, we plan to develop a
new 250,000  square foot outlet  center.  The entire site will contain more than
750,000 square feet of mixed-use  entertainment,  retail, office and residential
community built in the style of a Cape Cod Village. The local and state planning
authorities  are  currently  reviewing  the  project  and  final  approvals  are
anticipated  by the end of 2001.  Due to the  extensive  amount of site work and
road construction, stores are not expected to open until mid 2003.

The  developments  or  expansions  that we have  planned  may not be  started or
completed as scheduled, or may not result in accretive funds from operations. In
addition,  we regularly evaluate acquisition or disposition proposals and engage
from  time  to  time  in  negotiations   for  acquisitions  or  dispositions  of
properties. We may also enter into letters of intent for the purchase or sale of
properties.  Any prospective  acquisition or disposition that is being evaluated
or which is subject  to a letter of intent  also may not be  consummated,  or if
consummated, may not result in accretive funds from operations.

During 2000, we took a number of steps to insure access to capital sufficient to
complete our  development  pipeline and  refinance  debt  maturing over the next
twelve months. These steps included the following:

o    In January 2000,  Fleet National Bank and Bank of America  provided us with
     an aggregate $20.0 million,  two year, unsecured loan at a variable rate of
     LIBOR plus 2.25%.  At the same time,  we entered  into  interest  rate swap
     agreements that effectively fixed the interest rate on this loan at 8.75%.

o    In  July  2000,   Wells  Fargo  Bank  provided  us  with  a  $29.5  million
     collateralized  loan for five years at a variable rate of LIBOR plus 1.75%.
     In December  2000,  we entered into an interest  rate swap  agreement  that
     effectively fixed the interest rate on $25 million of this loan at 7.72%.

o    In August 2000,  Woodmen of the World Life  Insurance  Society  provided us
     with a $16.7 million  collateralized  loan for ten years at a fixed rate of
     8.86%.

o    In September  2000, New York Life Insurance  Company renewed a $9.2 million
     collateralized loan for five years at a fixed rate of 9.125%.

                                       3
<PAGE>

o    We extended the maturities of our four unsecured  lines of credit  totaling
     $100.0  million with Bank of America,  Bank One,  Fleet  National  Bank and
     SouthTrust Bank until at least June 30, 2002.

o    In February  2001, we issued  $100.0  million of 9.125%  senior,  unsecured
     notes,  maturing on February  15, 2008.  The net proceeds of $97.0  million
     were  used to  repay  all of the  outstanding  indebtedness  under  the $75
     million 8.75% senior,  unsecured notes due March 11, 2001. The net proceeds
     were also used to repay the $20.0 million  Fleet  National Bank and Bank of
     America loan  mentioned  above and to terminate  the related  interest rate
     swap agreements with notional  amounts totaling $20.0 million with the same
     institutions.  The  remaining  proceeds  were  used for  general  operating
     purposes.

The Factory Outlet Concept

Factory  outlets are  manufacturer-operated  retail  stores that sell  primarily
first quality,  branded  products at  significant  discounts from regular retail
prices charged by department stores and specialty stores. Factory outlet centers
offer  numerous  advantages to both consumers and  manufacturers.  Manufacturers
selling in factory outlet stores are often able to charge customers lower prices
for brand name and designer  products by eliminating  the third party  retailer.
Factory  outlet centers also  typically  have lower  operating  costs than other
retailing formats.  Factory outlet centers enable  manufacturers to optimize the
size  of  production  runs  while   continuing  to  maintain  control  of  their
distribution channels. In addition, factory outlet centers benefit manufacturers
by  permitting   them  to  sell   out-of-season,   overstocked  or  discontinued
merchandise without alienating department stores or hampering the manufacturer's
brand name, as is often the case when  merchandise is  distributed  via discount
chains.

Our factory  outlet  centers range in size from 11,000 to 729,366 square feet of
GLA and are typically  located at least 10 miles from densely  populated  areas,
where major department  stores and  manufacturer-owned  full-price retail stores
are usually  located.  Manufacturers  prefer these locations so that they do not
compete  directly with their major  customers and their own stores.  Many of our
factory outlet centers are located near tourist destinations to attract tourists
who consider shopping to be a recreational activity. These centers are typically
situated in close  proximity to interstate  highways that provide  accessibility
and visibility to potential customers.

We  believe  that  factory  outlet  centers   continue  to  present   attractive
opportunities  for capital  investment,  particularly  with respect to strategic
re-merchandising plans and expansions of existing centers. We believe that under
present  conditions such  development or expansion  costs,  coupled with current
market lease rates,  permit attractive  investment  returns. We further believe,
based  upon our  contacts  with  present  and  prospective  tenants,  that  many
companies,  including prospective new entrants into the factory outlet business,
desire to open a number of new factory  outlet stores in the next several years,
particularly  where there are  successful  factory  outlet centers in which such
companies  do not have a  significant  presence  or where  there are few factory
outlet centers.

Our Factory Outlet Centers

Each of our factory  outlet  centers  carries the Tanger brand name.  We believe
that both national manufacturers and consumers recognize the Tanger brand as one
that  provides  outlet  shopping  centers  where  consumers can trust the brand,
quality  and  price  of  the  merchandise   they  purchase   directly  from  the
manufacturers.

As one of  the  original  participants  in  this  industry,  we  have  developed
long-standing  relationships  with many  national  and  regional  manufacturers.
Because of our established relationships with many manufacturers,  we believe we
are well positioned to capitalize on industry growth.

As of  March  1,  2001,  we had a  diverse  tenant  base  comprised  of over 250
different well-known, upscale, national designer or brand name concepts, such as
Dana Buchman, Liz Claiborne,  Reebok,  Rockport,  Coach, Polo Ralph Lauren, Polo
Jeans, GAP and Banana  Republic.  Most of the factory outlet stores are directly
operated by the respective manufacturer.



                                       4
<PAGE>




No single tenant  (including  affiliates)  accounted for 10% or more of combined
base and percentage  rental  revenues during 2000, 1999 and 1998. As of March 1,
2001, our largest  tenant,  including all of its store  concepts,  accounted for
approximately  5.8% of our GLA. Because our typical tenant is a large,  national
manufacturer, we have not experienced any material problems with respect to rent
collections or lease defaults.

Revenues from fixed rents and  operating  expense  reimbursements  accounted for
approximately  90% of our  total  revenues  in 2000.  Revenues  from  contingent
sources,  such as percentage rents, which fluctuate  depending on tenant's sales
performance,  accounted for approximately 6% of 2000 revenues. As a result, only
small portions of our revenues are dependent on contingent revenue sources.

Business History

Stanley K. Tanger, the Company's founder,  Chairman and Chief Executive Officer,
entered the  factory  outlet  center  business  in 1981.  Prior to founding  the
Company,  Stanley  K.  Tanger  and his son,  Steven  B.  Tanger,  the  Company's
President and Chief  Operating  Officer,  built and managed a successful  family
owned     apparel     manufacturing     business,      Tanger/Creighton     Inc.
("Tanger/Creighton"),  which  business  included  the  operation of five factory
outlet stores. Based on their knowledge of the apparel and retail industries, as
well as their experience operating Tanger/Creighton's factory outlet stores, the
Tangers recognized that there would be a demand for factory outlet centers where
a number of manufacturers could operate in a single location and attract a large
number of shoppers.

From 1981 to 1986,  Stanley K.  Tanger  solely  developed  the first  successful
factory  outlet  centers.  Steven  Tanger joined the Company in 1986 and by June
1993,  together,  the  Tangers  had  developed  17  centers  with a total GLA of
approximately  1.5 million square feet. In June of 1993,  the Company  completed
its initial public offering ("IPO"),  making Tanger Factory Outlet Centers, Inc.
the first  publicly  traded outlet center  company.  Since the Company's IPO, we
have developed nine and acquired seven centers and,  together with expansions of
existing  centers net of centers  disposed of, added  approximately  3.7 million
square feet of GLA to our portfolio,  bringing our portfolio of properties as of
December 31, 2000 to 29 centers totaling  approximately  5.2 million square feet
of GLA.

Business and Operating Strategy

Our  strategy  is  to  increase  revenues  through  new  development,  selective
acquisitions  and  expansions of factory  outlet  centers while  minimizing  our
operating  expenses  by  designing  low  maintenance  properties  and  achieving
economies of scale. We continue to focus on strengthening our tenant base in our
centers by replacing low volume tenants with high volume anchor tenants, such as
Nike,  GAP, Old Navy,  Banana  Republic,  Polo Ralph Lauren,  Tommy Hilfiger and
Nautica.

We typically seek  opportunities  to develop or acquire new centers in locations
that have at least 5 million people  residing within an hour's drive, an average
household income within a 50-mile radius of at least $35,000 per year and access
to frontage on a major or  interstate  highway with a traffic  count of at least
50,000 cars per day. We will vary our minimum conditions based on the particular
characteristics  of a  site,  especially  if the  site is  located  near or at a
tourist  destination.  Our current goal is to target sites that are large enough
to support centers with approximately 75 stores totaling at least 300,000 square
feet of GLA.

We  generally  prelease  at  least  50% of the  space  in each  center  prior to
acquiring the site and  beginning  construction.  Construction  of a new factory
outlet center has normally  taken us four to six months from  groundbreaking  to
the opening of the first tenant  store.  Construction  of expansions to existing
properties typically takes less time, usually between three to four months.

Capital Strategy

We  intend  to  achieve  a  strong  and  flexible  financial  position  by:  (1)
maintaining  a quality  portfolio of strong  income  producing  properties,  (2)
managing our  leverage  position  relative to our  portfolio  when  pursuing new
development  and expansion  opportunities,  (3) extending  and  sequencing  debt
maturities,  (4) managing our interest rate risk, (5)  maintaining our liquidity
and (6) accessing  internally  generated sources of capital by maintaining a low
distribution payout ratio, defined as annual distributions as a percent of funds
from operations,  and subsequently reinvesting a significant portion of our cash
flow  into our  portfolio.  For a  discussion  of  funds  from  operations,  see
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations--Funds From Operations".



                                       5
<PAGE>

We have successfully increased our distribution each of our first seven years in
existence. At the same time, we continue to have one of the lowest payout ratios
in the REIT industry.  The distribution payout ratio for the year ended December
31, 2000 was 71%, calculated using FFO before Asset write-down.  As a result, we
retained  approximately $11.7 million of our 2000 FFO. A low distribution payout
ratio allows us to retain capital to maintain the quality of our  portfolio,  as
well as to develop, acquire and expand properties and reduce outstanding debt.

We intend to retain the ability to raise  additional  capital,  including public
debt as  described  above  in  ("Recent  Developments"),  to  pursue  attractive
investment opportunities that may arise and to otherwise act in a manner that we
believe to be in our best interest and the Company's shareholders' interests. We
maintain  revolving lines of credit that provide for unsecured  borrowings up to
$100 million, of which $58.5 million was available for additional  borrowings at
December 31, 2000.

After giving  effect to the  February  2001 debt  offering,  the Company and the
Operating  Partnership under joint registration,  could issue up to $100 million
in additional equity  securities.  We are currently in the process of restocking
our shelf  registration  for the ability to issue up to $200 million in debt and
equity securities, respectively. We may also consider selling certain properties
that do not meet our  long-term  investment  criteria as well as  outparcels  on
existing  properties  to  generate  capital to  reinvest  into other  attractive
investment opportunities.  Based on cash provided by operations, existing credit
facilities,  ongoing  negotiations  with  certain  financial  institutions,  the
February 2001 bond offering and funds available under the shelf registration, we
believe  that we have  access to the  necessary  financing  to fund the  planned
capital expenditures during 2001.

Competition

We  carefully  consider  the degree of  existing  and planned  competition  in a
proposed area before  deciding to develop,  acquire or expand a new center.  Our
centers  compete for customers  primarily  with factory outlet centers built and
operated  by  different  developers,  traditional  shopping  malls and full- and
off-price  retailers.  However,  we believe that the  majority of our  customers
visit  factory  outlet  centers  because  they are  intent on buying  name-brand
products at discounted  prices.  Traditional  full- and off-price  retailers are
often  unable to provide  such a variety of  name-brand  products at  attractive
prices.

Tenants of factory outlet centers typically avoid direct  competition with major
retailers and their own specialty stores, and, therefore,  generally insist that
the  outlet  centers be located  not less than 10 miles from the  nearest  major
department  store or the tenants' own  specialty  stores.  For this reason,  our
centers compete only to a very limited extent with traditional  malls in or near
metropolitan areas.

We compete favorably with as many as three large national  developers of factory
outlet centers and numerous  small  developers.  Competition  with other factory
outlet centers for new tenants is generally based on cost, location, quality and
mix of the centers' existing tenants,  and the degree and quality of the support
and  marketing  services  provided.  As a result of these factors and due to the
strong tenant  relationships  that presently exist with the current major outlet
developers,  we believe there are significant  barriers to entry into the outlet
center  industry by new  developers.  We also  believe  that our centers have an
attractive tenant mix, as a result of our decision to lease substantially all of
our space to manufacturer  operated  stores rather than to off-price  retailers,
and also as a result of the strong brand identity of our major tenants.



                                       6
<PAGE>



Corporate and Regional Headquarters

We rent space in an office  building in Greensboro,  North Carolina in which our
corporate  headquarters are located.  In addition,  we rent a regional office in
New  York  City,  New  York  under a lease  agreement  and  sublease  agreement,
respectively,  to better service our principal  fashion-related tenants, many of
who are based in and around that area.

We maintain offices and employee  on-site  managers at 21 centers.  The managers
closely  monitor the  operation,  marketing and local  relationships  at each of
their centers.

Insurance

We believe that as a whole our properties are covered by adequate  comprehensive
liability,  fire,  flood and  extended  loss  insurance  provided  by  reputable
companies with  commercially  reasonable and customary  deductibles  and limits.
Specified  types and  amounts of  insurance  are  required to be carried by each
tenant under the lease  agreement  with us. There are however,  types of losses,
like those resulting from wars or  earthquakes,  which may either be uninsurable
or not economically insurable in some or all of our locations. An uninsured loss
could  result in a loss to us of both our  capital  investment  and  anticipated
profits from the affected property.

Employees

As of March 1, 2001,  we had 153 full-time  employees,  located at our corporate
headquarters  in North  Carolina,  our  regional  office  in New York and our 21
business  offices.  At that date, we also  employed 152  part-time  employees at
various locations.

Item 2.   Properties

As of March 1, 2001, our portfolio consisted of 29 centers located in 20 states.
Our  centers  range in size from  11,000 to 729,366  square  feet of GLA.  These
centers are typically strip shopping  centers that enable  customers to view all
of the shops from the  parking  lot,  minimizing  the time  needed to shop.  The
centers  are  generally  located  near  tourist   destinations  or  along  major
interstate  highways  to  provide  visibility  and  accessibility  to  potential
customers.

We believe that the centers are well  diversified  geographically  and by tenant
and that they are not  dependent  upon any single  property or tenant.  The only
center that represents more than 10% of our total assets or gross revenues as of
and for the year ended  December 31, 2000 is the property in Riverhead,  NY. See
"Properties - Significant  Property".  No other center represented more than 10%
of our total assets or gross revenues as of December 31, 2000.

We have an ongoing  strategy of acquiring  centers,  developing  new centers and
expanding  existing  centers.  See  "Management's  Discussion  and  Analysis  of
Financial Condition and Results of Operations--Liquidity  and Capital Resources"
for a  discussion  of the cost of such  programs  and the  sources of  financing
thereof.

Certain of our centers serve as collateral for mortgage notes payable. Of the 29
centers, we own the land underlying 26 and have ground leases on three. The land
on which the Pigeon  Forge and  Sevierville  centers  are located are subject to
long-term ground leases expiring in 2086 and 2046, respectively. The land parcel
on which the original  Riverhead  Center is located,  approximately 47 acres, is
also  subject to a ground  lease with an initial  term  expiring  in 2004,  with
renewal at our option for up to seven  additional  terms of five years each. The
land parcel on which the  Riverhead  Center  expansion  is  located,  containing
approximately 43 acres, is owned by us.



                                       7
<PAGE>




The term of our typical  tenant lease  averages  five years.  Generally,  leases
provide  for the  payment  of fixed  monthly  rent in  advance.  There are often
contractual  base rent  increases  during  the  initial  term of the  lease.  In
addition,  the rental  payments are  customarily  subject to upward  adjustments
based upon tenant sales volume. Most leases provide for payment by the tenant of
real estate taxes, insurance, common area maintenance, advertising and promotion
expenses  incurred by the  applicable  center.  As a result,  substantially  all
operating expenses for the centers are borne by the tenants.
<TABLE>
<CAPTION>

Location of Centers (as of March 1, 2001)
                                                             Number of         GLA             %
State                                                         Centers       (sq. ft.)        of GLA
---------------------------------------------------------- ------------- -------------- ---------------
<S>                                                              <C>           <C>            <C>
Georgia                                                          4             950,590        18
New York                                                         1             729,366        14
Texas                                                            2             618,778        12
Tennessee                                                        2             448,702         8
Florida                                                          2             363,956         7
Missouri                                                         1             277,494         5
Iowa                                                             1             277,230         5
Pennsylvania                                                     1             255,059         5
Louisiana                                                        1             245,098         5
North Carolina                                                   2             187,702         4
Arizona                                                          1             184,768         3
Indiana                                                          1             141,051         3
Minnesota                                                        1             134,480         2
Michigan                                                         1             112,420         2
California                                                       1             105,950         2
Maine                                                            2              84,397         2
Alabama                                                          1              80,730         1
New Hampshire                                                    2              61,915         1
West Virginia                                                    1              49,252         1
Massachusetts                                                    1              23,417       ---
---------------------------------------------------------- ------------- -------------- ---------------
   Total                                                        29           5,332,355       100
========================================================== ============= ============== ===============
</TABLE>




                                       8
<PAGE>




The table set forth below  summarizes  certain  information  with respect to our
existing centers as of March 1, 2001.
<TABLE>
<CAPTION>
                                                                                               Mortgage
                                                                                                 Debt
                                                                   GLA              %        Outstanding           Fee or
Date Opened                         Location                    (sq. ft.)        Occupied    (000's) (2)        Ground Lease
------------------- ------------------------------------------ ----------- ---- ----------- --------------- ---------------------
<S>   <C>                                                          <C>              <C>         <C>
Jun.  1986          Kittery I, ME                                  59,694           100         $ 6,547            Fee
Mar.  1987          Clover, North Conway, NH                       11,000           100             ---            Fee
Nov.  1987          Martinsburg, WV                                49,252            93             ---            Fee
Apr.  1988          LL Bean, North Conway, NH                      50,915           100             ---            Fee
Jul.  1988          Pigeon Forge, TN                               94,750            98             ---       Ground Lease
Aug.  1988          Boaz, AL                                       80,730            99             ---            Fee
Jun.  1988          Kittery II, ME                                 24,703           100             ---            Fee
Jul.  1989          Commerce, GA                                  185,750            92           9,120            Fee
Oct.  1989          Bourne, MA                                     23,417           100             ---            Fee
Feb.  1991          West Branch, MI                               112,420           100           7,304            Fee
May   1991          Williamsburg, IA                              277,230            98          20,080            Fee
Feb.  1992          Casa Grande, AZ                               184,768            85             ---            Fee
Dec. 1992           North Branch, MN                              134,480            97             ---            Fee
Feb.  1993          Gonzales, LA                                  245,098            97             ---            Fee
May   1993          San Marcos, TX                                441,343  (4)       98          19,543            Fee
Aug.  1994          Riverhead, NY                                 729,366            92             ---     Ground Lease (1)
Aug.  1994          Terrell, TX                                   177,435            88             ---            Fee
Sep.  1994          Seymour, IN                                   141,051            71             ---            Fee
Oct.  1994 (3)      Lancaster, PA                                 255,059            97          15,099            Fee
Nov.  1994          Branson, MO                                   277,494            97             ---            Fee
Nov.  1994          Locust Grove, GA                              248,854            95             ---            Fee
Jan.  1995          Barstow, CA                                   105,950            72             ---            Fee
Dec.  1995          Commerce II, GA                               342,556            94          29,500            Fee
Feb.  1997 (3)      Sevierville, TN                               353,952            98             ---       Ground Lease
Sept. 1997 (3)      Blowing Rock, NC                              105,448            99           9,898            Fee
Sep.  1997 (3)      Nags Head, NC                                  82,254            99           6,716            Fee
Mar.  1998 (3)      Dalton, GA                                    173,430            98          11,506            Fee
Jul.  1998 (3)      Fort Meyers, FL                               198,956            91             ---            Fee
Nov. 1999  (3)      Fort Lauderdale, FL                           165,000           100             ---            Fee
------------------- ----------------------------------------- ------------ ---- -------- --------------- ------------------------
   Total                                                        5,332,355  (4)       94       $ 135,313
=================== ========================================= ============ ==== ======== =============== ========================
</TABLE>

(1)  The  original  Riverhead  center is subject to a ground  lease which may be
     renewed at our option for up to seven  additional terms of five years each.
     We own the land on which the Riverhead center expansion is located.

(2)  As of December 31, 2000.  The average  interest  rate,  including loan cost
     amortization,  for average debt outstanding for the year ended December 31,
     2000 was 8.6% and the weighted average maturity date was October 2004.

(3)  Represents date acquired by us.

(4)  GLA  includes  57,887  square feet of new space not yet open as of March 1,
     2001.



                                       9
<PAGE>



Lease Expirations

The  following  table sets  forth,  as of December  31,  2000,  scheduled  lease
expirations,  assuming none of the tenants exercise renewal options. Most leases
are renewable for five year terms at the tenant's option.
<TABLE>
<CAPTION>
                                                                                            % of Gross
                                                                                            Annualized
                                                               Average                       Base Rent
                              No. of             Approx.      Annualized     Annualized     Represented
                              Leases               GLA        Base Rent       Base Rent     by Expiring
        Year                Expiring(1)      (sq. ft.) (1)    per sq. ft.    (000's) (2)       Leases
------------------------ ----------------- ----------------- ------------- --------------- --------------
         <S>                    <C>             <C>     <C>     <C>             <C>              <C>
         2001                   123             447,000 (3)    $ 12.14         $5,421            8
         2002                   235             868,000          15.11         13,120           19
         2003                   203             860,000          14.42         12,406           18
         2004                   220             955,000          14.79         14,117           21
         2005                   164             725,000          15.69         11,378           17
         2006                    75             361,000          14.35          5,182            7
         2007                    14              75,000          15.17          1,137            2
         2008                     9              61,000          13.77            836            1
         2009                     8              51,000          11.59            593            1
         2010                     9              50,000          13.25            664            1
   2011 & thereafter             31             397,000           8.84          3,506            5
------------------------ ----------- ----------------------- ---------- -------------- ------------------
         Total                1,091           4,850,000        $ 14.09       $ 68,360          100
======================== =========== ======================= ========== ============== ==================

(1)  Excludes  leases that have been  entered  into but which tenant has not yet
     taken   possession,   vacant   suites,   space   under   construction   and
     month-to-month  leases  totaling  in the  aggregate  approximately  482,000
     square feet.
(2)  Base rent is  defined  as the  minimum  payments  due,  excluding  periodic
     contractual fixed increases.
(3)  As of  March  1,  2001,  approximately  47,000  square  feet  of the  total
     scheduled to expire in 2001 had already renewed.
</TABLE>

Rental and Occupancy Rates

The following table sets forth information  regarding the expiring leases during
each of the last five calendar years.
<TABLE>
<CAPTION>
                                                                 Renewed by Existing                  Re-leased to
                              Total Expiring                            Tenants                        New Tenants
                    -----------------------------------     ----------------------------     ----------------------------
                                           % of                                 % of                            % of
                           GLA           Total Center            GLA          Expiring           GLA           Expiring
     Year               (sq. ft.)           GLA               (sq. ft.)         GLA            (sq. ft.)         GLA
----------------    ---------------    ----------------     -------------    -----------     ------------    ------------
     <S>                   <C>                 <C>               <C>               <C>            <C>             <C>
     2000                  690,263             13                520,030           75             67,916          10
     1999                  715,197             14                606,450           85             22,882           3
     1998                  548,504             11                407,837           74             38,526           7
     1997                  238,250              5                195,380           82             18,600           8
     1996                  149,689              4                134,639           90             15,050          10
</TABLE>




                                       10
<PAGE>

The following table sets forth the average base rental rate increases per square
foot upon re-leasing  stores that were turned over or renewed during each of the
last five calendar years.
<TABLE>
<CAPTION>

                          Renewals of Existing Leases                           Stores Re-leased to New Tenants (1)
              ----------------------------------------------------     ------------------------------------------------------
                                Average Annualized Base Rents                             Average Annualized Base Rents
                                       ($ per sq. ft.)                                           ($ per sq. ft.)
                            --------------------------------------                   ----------------------------------------
                   GLA                                       %             GLA                                          %
   Year        (sq. ft.)      Expiring        New        Increase       (sq.ft.)       Expiring          New          Change
---------     ----------    -----------    ---------    ----------     ----------    -----------     ---------     ----------
    <S>         <C>            <C>            <C>          <C>          <C>            <C>             <C>          <C>
    2000        520,030        $13.66         $14.18         4           302,724        $14.68          $15.64       7
    1999        606,450         14.36          14.36        --           240,851         15.51           16.57       7
    1998        407,387         13.83          14.07         2           220,890         15.33           13.87      (9)
    1997        195,380         14.21          14.41         1           171,421         14.59           13.42      (8)
    1996        134,639         12.44          14.02        13            78,268         14.40           14.99       4
---------------------
(1)  The square footage  released to new tenants for 2000,  1999, 1998, 1997 and
     1996  contains  67,916,  22,882,  38,526,  18,600 and 15,050  square  feet,
     respectively,  that was  released  to new  tenants  upon  expiration  of an
     existing lease during the current year.
</TABLE>

The following  table shows certain  information on rents and occupancy rates for
the centers during each of the last five calendar years.
<TABLE>
<CAPTION>

                                       Average                GLA Open at                                  Aggregate
                    %              Annualized Base            End of Each             Number of            Percentage
   Year         Leased(1)       Rent per sq. ft. (2)             Year                 Centers            Rents (000's)
------------    -----------    ------------------------    ------------------     -----------------     ----------------
<S>                 <C>                 <C>                    <C>                       <C>                 <C>
   2000             96                  $13.97                 5,179,000                 29                  $3,253
   1999             97                   13.85                 5,149,000                 31                   3,141
   1998             97                   13.88                 5,011,000                 31                   3,087
   1997             98                   14.04                 4,458,000                 30                   2,637
   1996             99                   13.89                 3,739,000                 27                   2,017
---------------------
(1)  As of December 31st of each year shown.
(2)  Represents total base rental revenue divided by Weighted Average GLA of the
     portfolio,  which amount does not take into  consideration  fluctuations in
     occupancy throughout the year.
</TABLE>

Occupancy Costs

We believe that our ratio of average tenant  occupancy cost (which includes base
rent, common area  maintenance,  real estate taxes,  insurance,  advertising and
promotions)  to average  sales per square foot is low relative to other forms of
retail  distribution.  The following table sets forth, for each of the last five
years, tenant occupancy costs per square foot as a percentage of reported tenant
sales per square foot.
<TABLE>
<CAPTION>

                                     Occupancy Costs as a
               Year                   % of Tenant Sales
   ------------------------------ --------------------------
              <S>                            <C>
               2000                           7.4
               1999                           7.8
               1998                           7.9
               1997                           8.2
               1996                           8.7
</TABLE>


                                       11
<PAGE>

Tenants

The  following  table sets forth  certain  information  with  respect to our ten
largest tenants and their store concepts as of March 1, 2001.
<TABLE>
<CAPTION>

                                                                        Number         GLA            % of Total
Tenant                                                                of Stores     (sq. ft.)            GLA
-------------------------------------------------------------------- ------------- ------------- ---------------------
Liz Claiborne, Inc.:
<S>                                                                       <C>         <C>               <C>
     Liz Claiborne                                                        23          255,868           4.9
     Elizabeth                                                             7           25,884           0.5
     DKNY Jeans                                                            3            8,820           0.2
     Dana Buchman                                                          3            6,600           0.1
     Laundry                                                               2            4,333           0.1
     Claiborne Mens                                                        2            3,100           0.1
                                                                     -------- ---------------- -----------------------
                                                                          40          304,605           5.8
Phillips-Van Heusen Corporation:
     Bass                                                                 20          135,816           2.6
     Van Heusen                                                           20           85,623           1.6
     Geoffrey Beene Co. Store                                              8           31,680           0.6
     Izod                                                                 12           26,517           0.5
                                                                     -------- ---------------- -----------------------
                                                                          60          279,636           5.3
The Gap, Inc.:
     GAP                                                                  16          140,702           2.7
     Old Navy                                                              6           91,841           1.7
     Banana Republic                                                       6           41,324           0.8
                                                                     -------- ---------------- -----------------------
                                                                          28          273,867           5.2
Reebok International, Ltd.:
     Reebok                                                               19          154,661           2.9
     Rockport                                                              4           11,900           0.2
     Greg Norman                                                           1            3,000           0.1
                                                                     -------- ---------------- -----------------------
                                                                          24          169,561           3.2

Bass Pro Outdoor World                                                     1          165,000           3.1

Dress Barn Inc.                                                           17          119,328           2.3

Sara Lee Corporation:
     L'eggs, Hanes, Bali                                                  24          103,809           2.0
     Socks Galore                                                          5            6,230           0.1
                                                                     -------- ---------------- -----------------------
                                                                          29          110,039           2.1

Polo Ralph Lauren:
     Polo Ralph Lauren                                                     9           74,366           1.4
     Polo Jeans                                                            6           21,960           0.4
     Club Monaco                                                           1            3,885           0.1
                                                                     -------- ---------------- -----------------------
                                                                          16          100,211           1.9

American Commercial, Inc.:
     Mikasa Factory Store                                                 12           98,000           1.9

Brown Group Retail, Inc.:
     Factory Brand Shoes                                                  14           74,580           1.4
     Naturalizer                                                           6           16,040           0.3
                                                                     -------- ---------------- -----------------------
                                                                          20           90,620           1.7

-------------------------------------------------------------------- -------- ---------------- -----------------------
Total of all tenants listed in table                                     247        1,710,867           32.4
==================================================================== ======== ================ =======================
</TABLE>

                                       12
<PAGE>

Significant Property

The center in Riverhead,  New York is our only center that  comprises  more than
10%  of  total  assets  or  total  gross  revenues.  The  Riverhead,  NY  center
represented  20% of our total assets and 19% of our gross  revenues for the year
ended December 31, 2000. The Riverhead center was originally constructed in 1994
and now totals 729,366 square feet.

Tenants at the Riverhead center principally conduct retail sales operations. The
occupancy  rate as of the end of 2000,  1999  and  1998  was  94%,  99% and 97%.
Average  annualized  base rental rates during 2000,  1999, and 1998 were $19.72,
$19.15, and $18.89 per weighted average GLA, respectively.

Depreciation on the Riverhead center is recognized on a straight-line basis over
33.33 years,  resulting in a  depreciation  rate of 3% per year. At December 31,
2000, the net federal tax basis of this center was approximately  $88.7 million.
Real estate taxes  assessed on this center during 2000 amounted to $2.6 million.
Real estate taxes for 2001 are estimated to be approximately $2.7 million.

The following table sets forth, as of March 1, 2000, scheduled lease expirations
at the  Riverhead  center  assuming  that none of the tenants  exercise  renewal
options:
<TABLE>
<CAPTION>

                                                                                                        % of Gross
                                                                                                        Annualized
                                                                                                         Base Rent
                                 No. of                               Annualized        Annualized      Represented
                                 Leases              GLA               Base Rent         Base Rent      by Expiring
Year                             Expiring (1)     (sq. ft.) (1)       per sq. ft.        (000) (2)        Leases
--------------------------- ----------------- ----------------- ------------------ ---------------- ----------------
<S>                                 <C>              <C>               <C>              <C>                  <C>
2001                                8                38,500            $ 19.41          $  747               6
2002                               58               189,865              23.17           4,400              34
2003                               20                83,670              19.40           1,624              12
2004                               39               160,240              19.57           3,136              24
2005                               15                64,802              22.56           1,462              11
2006                                3                14,710              21.44             315               2
2007                                5                25,060              17.81             446               3
2008                                1                 7,500              18.00             135               1
2009                                1                 3,000              25.00              75               1
2010                               --                    --                 --              --              --
2011 and thereafter                 5                73,000               9.96             727               6
---------------------------- --------- --------------------- ------------------ --------------- --------------------
Total                             155               660,347            $ 19.79        $ 13,067              100
============================ ========= ===================== ================== =============== ====================
(1)  Excludes  leases that have been entered into but which tenant has not taken
     possession,  vacant  suites  and  month-to-month  leases.  (2) Base rent is
     defined as the minimum payments due, excluding  periodic  contractual fixed
     increases.
</TABLE>

Item 3.  Legal Proceedings

We are subject to legal  proceedings and claims that have arisen in the ordinary
course of our business and have not been  finally  adjudicated.  In our opinion,
the ultimate  resolution  of these  matters will have no material  effect on our
results of operations or financial condition.

Item 4.  Submission of Matters to a Vote of Security Holders

There  were  no  matters  submitted  to a  vote  of  security  holders,  through
solicitation  of proxies or otherwise,  during the fourth  quarter of the fiscal
year ended December 31, 2000.



                                       13
<PAGE>




                        EXECUTIVE OFFICERS OF THE COMPANY

     The Operating  Partnership does not have any officers.  The following table
sets forth certain information  concerning the executive officers of the Company
which  controls the Operating  Partnership  through its ownership of the general
partner, Tanger GP Trust:

      NAME                 AGE                    POSITION

Stanley K. Tanger.......   77   Founder, Chairman of the Board of Directors and
                                   Chief Executive Officer
Steven B. Tanger........   52   Director, President and Chief Operating Officer
Rochelle G. Simpson ....   62   Secretary and Executive Vice President -
                                   Administration and Finance

Willard A. Chafin, Jr...   63   Executive Vice President - Leasing, Site
                                   Selection, Operations and Marketing
Frank C. Marchisello, Jr   42   Senior Vice President - Chief Financial Officer
Joseph H. Nehmen........   52   Senior Vice President - Operations
Carrie A. Warren........   38   Senior Vice President - Marketing
Virginia R. Summerell...   42   Treasurer and Assistant Secretary
Kevin M. Dillon.........   42   Vice President - Construction

     The following is a biographical  summary of the experience of the executive
officers of the Company:

     Stanley K. Tanger.  Mr. Tanger is the founder,  Chief Executive Officer and
Chairman of the Board of Directors  of the Company.  He also served as President
from  inception of the Company to December  1994.  Mr.  Tanger opened one of the
country's first outlet shopping  centers in Burlington,  North Carolina in 1981.
Before entering the factory outlet center business, Mr. Tanger was President and
Chief  Executive  Officer  of  his  family's  apparel  manufacturing   business,
Tanger/Creighton, Inc., for 30 years.

     Steven B.  Tanger.  Mr.  Tanger is a director  of the Company and was named
President and Chief Operating Officer effective January 1, 1995. Previously, Mr.
Tanger served as Executive Vice President  since joining the Company in 1986. He
has been with  Tanger-related  companies  for most of his  professional  career,
having served as Executive Vice President of  Tanger/Creighton  for 10 years. He
is responsible for all phases of project development,  including site selection,
land acquisition and development,  leasing,  marketing and overall management of
existing  outlet  centers.  Mr. Tanger is a graduate of the  University of North
Carolina at Chapel Hill and the Stanford University School of Business Executive
Program. Mr. Tanger is the son of Stanley K. Tanger.

     Rochelle G.  Simpson.  Ms.  Simpson was named  Executive  Vice  President -
Administration  and Finance in January 1999. She previously held the position of
Senior Vice  President -  Administration  and Finance since October 1995. She is
also the Secretary of the Company and  previously  served as Treasurer  from May
1993 through May 1995. She entered the factory outlet center business in January
1981, in general  management  and as chief  accountant for Stanley K. Tanger and
later  became Vice  President -  Administration  and Finance of the  Predecessor
Company.  Ms. Simpson  oversees the accounting and finance  departments  and has
overall management responsibility for the Company's headquarters.

     Willard A. Chafin,  Jr. Mr.  Chafin was named  Executive  Vice  President -
Leasing,  Site  Selection,  Operations  and  Marketing of the Company in January
1999.  Mr.  Chafin  previously  held the  position  of Senior  Vice  President -
Leasing, Site Selection,  Operations and Marketing since October 1995. He joined
the Company in April 1990, and since has held various executive  positions where
his major  responsibilities  included  supervising  the  Marketing,  Leasing and
Property Management Departments, and leading the Asset Management Team. Prior to
joining the Company,  Mr. Chafin was the Director of Store  Development  for the
Sara Lee  Corporation,  where he spent 21 years.  Before  joining  Sara Lee, Mr.
Chafin was employed by Sears  Roebuck & Co. for nine years in  advertising/sales
promotion, inventory control and merchandising.


                                       14
<PAGE>

     Frank C. Marchisello,  Jr. Mr.  Marchisello was named Senior Vice President
and Chief  Financial  Officer in January 1999.  He was named Vice  President and
Chief  Financial  Officer  in  November  1994.  Previously,  he  served as Chief
Accounting  Officer  since  joining  the Company in January  1993 and  Assistant
Treasurer  since  February  1994.  He was  employed by  Gilliam,  Coble & Moser,
certified public accountants,  from 1981 to 1992, the last six years of which he
was a  partner  of the firm in  charge  of  various  real  estate  clients.  Mr.
Marchisello is a graduate of the University of North Carolina at Chapel Hill and
is a certified public accountant.

     Joseph H. Nehmen.  Mr. Nehmen was named Senior Vice President of Operations
in January  1999.  He joined the  Company in  September  1995 and was named Vice
President of Operations in October 1995. Mr. Nehmen has over 20 years experience
in private business.  Prior to joining Tanger, Mr. Nehmen was owner of Merchants
Wholesaler,  a privately held distribution company in St. Louis, Missouri. He is
a graduate of Washington University.  Mr. Nehmen is the son-in-law of Stanley K.
Tanger and brother-in-law of Steven B. Tanger.

     Carrie A. Warren. Ms. Warren was named Senior Vice President - Marketing in
May 2000. Previously,  she held the position of Vice President - Marketing since
September  1996 and  Assistant  Vice  President  - Marketing  since  joining the
Company in December  1995.  Prior to joining  Tanger,  Ms. Warren was with Prime
Retail,  L.P.  for 4 years  where she  served  as  Regional  Marketing  Director
responsible for coordinating and directing  marketing for five outlet centers in
the  southeast  region.  Prior to joining  Prime  Retail,  L.P.,  Ms. Warren was
Marketing  Manager for North  Hills,  Inc. for five years and also served in the
same role for the  Edward J.  DeBartolo  Corp.  for two years.  Ms.  Warren is a
graduate of East Carolina University.

     Virginia R. Summerell.  Ms. Summerell was named Treasurer of the Company in
May 1995 and  Assistant  Secretary in November  1994.  Previously,  she held the
position of Director of Finance since joining the Company in August 1992,  after
nine years with  NationsBank.  Her major  responsibilities  include  maintaining
banking   relationships,   oversight  of  all  project  and  corporate   finance
transactions and development of treasury management systems.  Ms. Summerell is a
graduate  of Davidson  College and holds an MBA from the Babcock  School at Wake
Forest University.

     Kevin M. Dillon.  Mr.  Dillon was named Vice  President -  Construction  in
October 1997. Previously,  he held the position of Director of Construction from
September 1996 to October 1997 and Construction  Manager from November 1993, the
month he joined the Company,  to September  1996.  Prior to joining the Company,
Mr. Dillon was employed by New Market Development Company for six years where he
served as Senior Project  Manager.  Prior to joining New Market,  Mr. Dillon was
the Development Director of Western Development Company where he spent 6 years.



                                       15
<PAGE>

                                     PART II

Item 5.  Market For Registrant's Common Equity and Related Shareholder Matters

There is no established  public trading market for our units. As of December 31,
2000, the Company's  wholly-owned  subsidiaries  owned 7,918,911  Units,  80,600
Preferred  Units  (which are  convertible  into  approximately  726,203  limited
partnership Units) and TFLP owned 3,033,305 Units as a limited partner.

We made distributions per partnership unit during 2000 and 1999 as follows:
<TABLE>
<CAPTION>

                                             2000              1999
  ----------------------------------- -------------- -----------------
<S>                                       <C>                 <C>
  First Quarter                           $ .6050             $ .600
  Second Quarter                            .6075               .605
  Third Quarter                             .6075               .605
  Fourth Quarter                            .6075               .605
  ----------------------------------- -------------- -----------------
  Year                                   $ 2.4275            $ 2.415
  ----------------------------------- -------------- -----------------
</TABLE>

Certain of our debt  agreements  limit the  payment of  distributions  such that
distributions shall not exceed FFO, as defined in the agreements,  for the prior
fiscal year on an annual  basis or 95% of FFO on a  cumulative  basis.  Based on
continuing favorable  operations and available funds from operations,  we intend
to continue to pay regular quarterly distributions.



                                       16
<PAGE>

<TABLE>
<CAPTION>

Item 6.  Selected Financial Data

                                                  2000         1999          1998         1997          1996
------------------------------------------- ------------ ------------- ------------ ------------ --------------
                                                     (In thousands, except per unit and center data)
OPERATING DATA

<S>                                         <C>           <C>           <C>           <C>          <C>
  Total revenues                            $   108,821   $   104,016   $    97,766   $    85,271  $    75,500
  Income before (loss) gain on disposal
      or sale of real estate and
      extraordinary item                         12,249        17,070        15,109        17,583       16,108
  Income before extraordinary item                5,268        21,211        16,103        17,583       16,177
  Net income                                      5,268        20,866        15,643        17,583       15,346

------------------------------------------- ------------- ------------- ------------- ------------ ------------

UNIT DATA
  Basic:
     Income before extraordinary item       $       .32   $      1.77   $      1.30   $      1.57  $      1.46
     Net income                             $       .32   $      1.74   $      1.26   $      1.57  $      1.37
     Weighted average units                      10,928        10,894        10,919        10,061        9,435
  Diluted:
     Income before extraordinary item       $       .31   $      1.77   $      1.28   $      1.54  $      1.46
     Net income                             $       .31   $      1.74   $      1.24   $      1.54  $      1.37
     Weighted average units                      10,953        10,904        11,040        10,171        9,441
  Distributions Paid                        $      2.43   $      2.42   $      2.35   $      2.17  $      2.06

------------------------------------------- ------------- ------------- ------------- ------------ ------------

BALANCE SHEET DATA
  Real estate assets, before depreciation   $   584,928   $   566,216   $   529,247   $   454,708  $   358,361
  Total assets                                  487,273       489,851       471,568       415,578      331,954
  Long term debt                                346,843       329,647       302,485       229,050      178,004
  Partners' equity                              117,974       141,054       149,363       160,525      136,256

------------------------------------------- ------------- ------------- ------------- ------------ ------------

OTHER DATA

  EBITDA (1)                                $    67,832   $    66,133   $    61,991   $    52,857  $    46,474
  Funds from operations (1)                 $    38,203   $    41,673   $    37,048   $    35,840  $    32,313
  Cash flows provided by (used in):
     Operating activities                   $    38,303   $    43,169   $    35,791   $    39,232  $    38,031
     Investing activities                   $   (25,698)  $   (45,959)  $   (79,236)  $   (93,636) $   (36,401)
     Financing activities                   $   (12,474)  $     (3,043) $    46,172   $    55,444  $     (4,176)
  Gross leasable area open at year end            5,179         5,149         5,011         4,458        3,739
  Number of centers                                  29            31            31            30           27

-----------------------
</TABLE>

(1)  EBITDA and Funds from  Operations  ("FFO")  are widely  accepted  financial
     indicators  used by certain  investors  and analysts to analyze and compare
     companies on the basis of operating performance. EBITDA represents earnings
     before gain (loss) on sale or disposal of real estate,  extraordinary item,
     asset  write  down,  interest  expense,  income  taxes,   depreciation  and
     amortization.  FFO is defined as net income (loss),  computed in accordance
     with generally accepted accounting  principles,  before extraordinary items
     and  gains  (losses)  on sale of  depreciable  operating  properties,  plus
     depreciation  and  amortization  uniquely  significant  to real estate.  We
     caution  that the  calculations  of EBITDA and FFO may vary from  entity to
     entity  and as such the  presentation  of  EBITDA  and FFO by us may not be
     comparable to other similarly titled measures of other reporting companies.
     EBITDA and FFO are not  intended  to  represent  cash flows for the period.
     EBITDA  and FFO have not been  presented  as an  alternative  to  operating
     income or as an  indicator  of  operating  performance,  and  should not be
     considered  in  isolation or as a  substitute  for measures of  performance
     prepared in accordance with generally accepted accounting principles.



                                       17
<PAGE>

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
     of Operations

The  following  discussion  should  be read in  conjunction  with the  financial
statements appearing elsewhere in this report. Historical results and percentage
relationships set forth in the statements of operations,  including trends which
might appear, are not necessarily indicative of future operations.

The  discussion  of our  results of  operations  reported in the  statements  of
operations  compares  the years ended  December  31,  2000 and 1999,  as well as
December 31, 1999 and 1998. Certain  comparisons between the periods are made on
a percentage basis as well as on a weighted average GLA basis, a technique which
adjusts  for  certain  increases  or  decreases  in the  number of  centers  and
corresponding square feet related to the development,  acquisition, expansion or
disposition  of rental  properties.  The  computation  of weighted  average GLA,
however, does not adjust for fluctuations in occupancy that may occur subsequent
to the original opening date.

Cautionary Statements

Certain statements made below are forward-looking  statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities  Exchange  Act of 1934,  as amended.  We intend such  forward-looking
statements  to be  covered by the safe  harbor  provisions  for  forward-looking
statements  contained in the Private  Securities Reform Act of 1995 and included
this  statement  for  purposes of complying  with these safe harbor  provisions.
Forward-looking statements,  which are based on certain assumptions and describe
our future plans, strategies and expectations, are generally identifiable by use
of the words `believe', `expect', `intend', `anticipate', `estimate', `project',
or similar expressions.  You should not rely on forward-looking statements since
they involve known and unknown risks, uncertainties and other factors which are,
in some cases,  beyond our control and which could materially  affect our actual
results, performance or achievements.  Factors which may cause actual results to
differ materially from current expectations include, but are not limited to, the
following:

o    general  economic  and local  real  estate  conditions  could  change  (for
     example,  our tenant's  business may change if the economy  changes,  which
     might  effect  (1) the  amount of rent they pay us or their  ability to pay
     rent to us, (2) their demand for new space,  or (3) our ability to renew or
     re-lease a significant amount of available space on favorable terms);

o    the laws and  regulations  that apply to us could change (for  instance,  a
     change in the tax laws that apply to REITs could result in unfavorable  tax
     treatment for us);

o    availability and cost of capital (for instance, financing opportunities may
     not be available to us, or may not be available to us on favorable terms);

o    our  operating  costs may increase or our costs to construct or acquire new
     properties  or expand our  existing  properties  may increase or exceed our
     original expectations.

General Overview

At December 31, 2000, we owned 29 centers in 20 states totaling 5,179,000 square
feet of  operating  GLA compared to 31 centers in 22 states  totaling  5,149,000
square feet of operating  GLA as of December 31,  1999.  The 30,000  square foot
increase in GLA is comprised  primarily of a net increase of 216,000 square feet
due to expansions in five existing  centers during the year offset by a decrease
of 186,000 square feet due to the sale of our Lawrence,  Kansas and McMinnville,
Oregon  centers  in June  2000.  We have  approximately  97,000  square  feet of
expansion  space under  construction in our San Marcos,  Texas center,  which is
scheduled to open during 2001.



                                       18
<PAGE>

In June 2000, we sold our centers in Lawrence,  KS and  McMinnville,  OR for net
proceeds of $7.1 million.  As a result of the two sales, we recognized a loss on
sale of real estate of $5.9 million.  The combined net operating income of these
two centers  represented  approximately  1% of the total  portfolio's  operating
income.  During 2000, we also sold four land outparcels for net proceeds of $1.5
million and have included in Other income a gain on sale of $908,000.

In May 1999,  our center in Stroud,  Oklahoma  was  destroyed  by a tornado.  We
maintain  full  replacement  cost  insurance on  properties  as a whole and as a
result of the insurance settlement received, we recognized a gain on disposal of
the Stroud  center of $4.1  million  during the year ended  December  31,  1999.
Approximately  $1.9 million of the  insurance  settlement  represented  business
interruption   insurance  proceeds.  The  business  interruption  proceeds  were
included in Other  income and were  amortized  over a period of fourteen  months
ending in June 2000. Approximately $985,200 of these proceeds were recognized in
2000.

In December 2000, we sold the remaining  Stroud land and site  improvements  and
received net proceeds of approximately  $723,500 in January 2001. As a result of
this sale,  we recognized a loss of $1,046,000 on the sale of the real estate in
the fourth quarter of 2000.

A summary of the operating  results for the years ended December 31, 2000,  1999
and 1998 is presented in the following table, expressed in amounts calculated on
a weighted average GLA basis.
<TABLE>
<CAPTION>

                                                                   2000           1999         1998
--------------------------------------------------------- -------------- -------------- ------------
<S>                       <C>                                     <C>            <C>          <C>
GLA open at end of period (000's)                                 5,179          5,149        5,011
Weighted average GLA (000's) (1)                                  5,115          4,996        4,768
Outlet centers in operation                                          29             31           31
New centers acquired                                                ---              1            2
Centers disposed of or sold                                           2              1            1
Centers expanded                                                      5              5            1
States operated in at end of period                                  20             22           23
Occupancy percentage at end of period                                96             97           97
   Per square foot
Revenues

   Base rentals                                                  $13.97         $13.85       $13.88
   Percentage rentals                                               .64            .63          .65
   Expense reimbursements                                          5.87           5.59         5.63
   Other income                                                     .79            .76          .34
--------------------------------------------------------- -------------- -------------- ------------
     Total revenues                                               21.27          20.83        20.50
--------------------------------------------------------- -------------- -------------- ------------
Expenses

   Property operating                                              6.57           6.12         6.10
   General and administrative                                      1.44           1.46         1.40
   Interest                                                        5.39           4.85         4.62
   Depreciation and amortization                                   5.13           4.97         4.65
--------------------------------------------------------- -------------- -------------- ------------
     Total expenses                                               18.53          17.40        16.77
--------------------------------------------------------- -------------- -------------- ------------
Income  before  (loss)  gain on disposal or sale of real
estate and extraordinary item                                    $ 2.74         $ 3.43       $ 3.73
--------------------------------------------------------- -------------- -------------- ------------
 (1)  GLA weighted by months of operations.  GLA is not adjusted for fluctuations
     in occupancy that may occur subsequent to the original opening date.
</TABLE>



                                       19
<PAGE>

Results of Operations

2000 Compared to 1999

Base rentals increased $2.3 million,  or 3%, in the 2000 period when compared to
the same  period in 1999.  The  increase is  primarily  due to the effect of the
expansions  during 2000 and the fourth  quarter of 1999 plus the  acquisition of
the Ft.  Lauderdale,  FL center in November of 1999,  offset by the loss of rent
from the sales of the centers in Lawrence,  KS and McMinnville,  OR and the full
year effect of the loss of the Stroud,  Oklahoma  center,  as  mentioned  in the
General Overview above. Base rentals per weighted average GLA increased $.12 per
square foot due to the sale of the Lawrence and McMinnville centers and the loss
of the Stroud  center,  all of which had lower  average  base rentals per square
foot than the portfolio average.

Percentage  rentals,  which represent revenues based on a percentage of tenants'
sales volume above predetermined levels, increased by $112,000 and on a weighted
average GLA basis,  increased $.01 per square foot in 2000 compared to 1999. For
the year ended  December 31, 2000,  reported  same-store  sales,  defined as the
weighted average sales per square foot reported by tenants for stores open since
January 1, 1999, were flat compared with the previous year. However,  same-space
sales for the year ended  December  31, 2000,  defined as the  weighted  average
sales per  square  foot  reported  in space open for the full  duration  of each
comparison  period,  actually  increased  7% to $281 per square  foot due to our
efforts to re-merchandise  selected centers by replacing low volume tenants with
high volume tenants.

Expense reimbursements, which represent the contractual recovery from tenants of
certain  common  area  maintenance,   insurance,   property  tax,   promotional,
advertising and management expenses generally  fluctuates  consistently with the
reimbursable   property  operating   expenses  to  which  it  relates.   Expense
reimbursements,  expressed  as a  percentage  of  property  operating  expenses,
decreased  to 89% in 2000  from 91% in 1999  primarily  as a  result  of a lower
average occupancy rate and higher operating expenses in the 2000 period compared
to the 1999 period.

Other  income  increased  $280,000 in 2000 as compared to 1999.  The increase is
primarily due to gains on sale of out parcels of land totaling  $908,000  during
2000 as compared to $687,000 in 1999.

Property  operating  expenses  increased  by $3.0  million,  or 10%,  in 2000 as
compared to 1999. On a weighted average GLA basis,  property  operating expenses
increased  from $6.12 to $6.57 per square foot.  The increases are the result of
certain real estate tax assessments and higher common area maintenance expenses.

General  and  administrative  expenses  increased  $68,000,  or 1%,  in  2000 as
compared to 1999.  As a  percentage  of  revenues,  general  and  administrative
expenses  were  approximately  6.8% of revenues  in 2000 and 7.0% in 1999.  On a
weighted average GLA basis,  general and administrative  expenses decreased $.02
per square foot from $1.46 in 1999 to $1.44 in 2000. The decrease in general and
administrative  expenses per square foot reflects our efforts to control general
and administrative expenditures.

Interest  expense  increased $3.3 million during 2000 as compared to 1999 due to
additional  financing necessary to fund the expansions  described in the General
Overview above, the acquisition in Fort Lauderdale,  FL, higher average interest
rates and additional  amortization of deferred financing charges incurred during
the year for the more than $75 million in long-term  debt obtained  during 2000.
Depreciation  and amortization per weighted average GLA increased from $4.97 per
square  foot in 1999 to $5.13 per square foot in the 2000 period due to a higher
mix of tenant finishing  allowances included in buildings and improvements which
are depreciated over shorter lives (i.e., over lives generally ranging from 3 to
10 years as opposed to other construction costs which are depreciated over lives
ranging from 15 to 33 years).

The  asset  write-down  recognized  in  2000  represents  the  write  off of all
development  costs associated with the expansion of our site in Ft.  Lauderdale,
FL, as well as additional  costs  associated  with various  other  non-recurring
development  activities  at other  sites  which  were  discontinued.  The  costs
associated  with the Ft.  Lauderdale site were written off because we terminated
our contract to purchase an additional  twelve acres of land in Dania  Beach/Ft.
Lauderdale, FL.

The loss on sale of real estate during 2000  represents  the loss  recognized on
the sale of our  centers in  Lawrence,  KS,  McMinnville,  OR and the  remaining
Stroud,  OK land and site  improvements.  Net proceeds received from the sale of
the  centers  totaled  $7.1  million.  As a result of the two center  sales,  we
recognized  a loss on sale of real  estate of $5.9  million.  The  combined  net
operating income of these two centers represented  approximately 1% of the total
portfolio's  operating  income. We sold the Stroud land and site improvements in
December 2000 and received net proceeds of approximately $723,500 for the Stroud
land and site  improvements  in  January  2001.  As a result  of this  sale,  we
recognized  a loss of $1,046,000 on the sale of the real estate in the fourth
quarter of 2000.

                                       20
<PAGE>

1999 Compared to 1998

Base rentals  increased  $3.0 million,  or 5%, in 1999 when compared to the same
period in 1998.  The increase is  primarily  due to the effect of a full year of
rent in 1999 from the Dalton,  GA center acquired on March 31, 1998 and the
Sanibel,  FL center  acquired on July 31, 1998 as well as the expansions at
five existing  centers of 176,000  square feet,  offset by the loss of rent from
the center in Stroud,  OK.  Base rent per weighted  average GLA  decreased
$.03 per foot due to the portfolio of properties  having a lower overall average
occupancy rate during 1999 compared to 1998. Base rent per square foot, however,
was  favorably  impacted  during the year due to the loss of the  Stroud  center
which had a lower average base rent per square foot than the portfolio average.

Percentage  rentals  increased  by $54,000 and on a weighted  average GLA basis,
decreased  $.02 per square  foot in 1999  compared  to 1998.  For the year ended
December 31, 1999,  reported  same-store sales,  defined as the weighted average
sales per square foot reported by tenants for stores open since January 1, 1998,
were down approximately 1% with that of the previous year.  However,  same-space
sales for the year ended  December  31, 1999  actually  increased 5% to $261 per
square  foot  due to the our  efforts  to  re-merchandise  selected  centers  by
replacing low volume tenants with high volume tenants.

Expense reimbursements, which represent the contractual recovery from tenants of
certain  common  area  maintenance,   insurance,   property  tax,   promotional,
advertising and management expenses generally  fluctuates  consistently with the
reimbursable   property  operating   expenses  to  which  it  relates.   Expense
reimbursements,  expressed  as a  percentage  of  property  operating  expenses,
decreased  to 91% in 1999  from 92% in 1998  primarily  as a  result  of a lower
average occupancy rate in the 1999 period compared to the 1998 period.

Other income increased $2.1 million in 1999 as compared to 1998. The increase is
primarily due to gains on sale of out parcels of land totaling  $687,000  during
1999  as  well  as to the  recognition  of  $880,000  of  business  interruption
insurance proceeds relating to the Stroud center.

Property  operating  expenses  increased  by  $1.5  million,  or 5%,  in 1999 as
compared to 1998. On a weighted average GLA basis,  property  operating expenses
increased slightly from $6.10 to $6.12 per square foot. Higher real estate taxes
per square foot were offset by decreases in advertising  and promotion  expenses
per square foot and lower common area maintenance expenses per square foot.

General  and  administrative  expenses  increased  $629,000,  or 9%,  in 1999 as
compared to 1998.  As a  percentage  of  revenues,  general  and  administrative
expenses  were  approximately  7.0% of revenues  in 1999 and 6.8% in 1998.  On a
weighted average GLA basis,  general and administrative  expenses increased $.06
per square foot from $1.40 in 1998 to $1.46 in 1999. The increase in general and
administrative expenses per square foot reflects the rental and related expenses
for the  new  corporate  office  space  to  which  we  relocated  our  corporate
headquarters in April 1999.

Interest  expense  increased $2.2 million during 1999 as compared to 1998 due to
financing  the 1998  acquisitions  and the 1998  and 1999  expansions.  However,
interest expense was favorably  impacted by the insurance proceeds received from
the loss of the Stroud center that were used to immediately  reduce  outstanding
amounts under our lines of credit.  Depreciation  and  amortization per weighted
average  GLA  increased  from $4.65 per square  foot in 1998 to $4.97 per square
foot in the 1999  period  due to a higher  mix of  tenant  finishing  allowances
included in buildings and improvements which are depreciated over shorter lives.



                                       21
<PAGE>

The gain on  disposal  of real  estate  during  1999  represents  the  amount of
insurance  proceeds from the loss of the Stroud center in excess of the carrying
amount for the portion of the related assets destroyed by the tornado.  The gain
on sale of real  estate  during  1998 is due  primarily  to the sale of an 8,000
square foot, single tenant property in Manchester, VT.

The  extraordinary  losses  recognized  in each year  represent the write-off of
unamortized  deferred  financing  costs  related  to debt that was  extinguished
during each period prior to its scheduled maturity.

Liquidity and Capital Resources

Net cash provided by operating activities was $38.3, $43.2 and $35.8 million for
the years ended December 31, 2000, 1999 and 1998, respectively.  The decrease in
cash provided by operating  activities in 2000 compared to 1999 is primarily due
to a decrease in net income due to higher  interest rate costs and a decrease in
accounts  payable and other assets.  Net cash  provided by operating  activities
increased  $7.4  million in 1999  compared to 1998 due to increases in operating
income from the 1998 and 1999  acquisitions  and  expansions  and  increases  in
accounts payable. Net cash used in investing activities amounted to $25.7, $46.0
and $79.2 million  during 2000,  1999 and 1998,  respectively,  and reflects the
acquisitions,  expansions and  dispositions of real estate during each year. Net
cash used in investing  activities  also  decreased in 2000 and 1999 compared to
1998 due to  approximately  $4.0  and $6.5  million  in net  insurance  proceeds
received  from the loss of the Stroud center in those years  respectively.  Cash
provided by (used in) financing activities of $(12.5),  $(3.0) and $46.2 million
in 2000,  1999 and 1998,  respectively,  has  fluctuated  consistently  with the
capital  needed to fund the current  development  and  acquisition  activity and
reflects increases in dividends paid during 2000, 1999 and 1998.

During 2000, we added a net of  approximately  216,000 square feet of expansions
in five existing centers. In addition,  we have approximately 97,000 square feet
of  expansion  space  under  construction  at our San  Marcos  center,  which is
scheduled to open in 2001.  Commitments for  construction of this project (which
represent only those costs contractually  required to be paid by us) amounted to
$4.0 million at December 31, 2000.

We are involved in the pre-development stage of a new 400,000 square foot outlet
center in Myrtle  Beach,  South  Carolina.  This  center is being  developed  by
Tanger-Warren Development, LLC ("Tanger-Warren") which was formed in August 2000
to identify,  acquire and develop sites for us. Based on anticipated  successful
permitting and pre-leasing,  we expect stores to begin opening in late 2002. See
"Joint Ventures" for discussion of the formation of Tanger-Warren.

We have an option to purchase the retail  portion of a site at the Bourne Bridge
Rotary in Cape Cod, Massachusetts.  Based on tenant demand, we plan to develop a
new 250,000  square foot outlet  center.  The entire site will contain more than
750,000 square feet of mixed-use  entertainment,  retail, office and residential
community built in the style of a Cape Cod Village. The local and state planning
authorities  are  currently  reviewing  the  project  and  final  approvals  are
anticipated  by the end of 2001.  Due to the  extensive  amount of site work and
road construction, stores are not expected to be open until mid 2003.

The  developments  or expansions  that we have planned or anticipated may not be
started or completed  as  scheduled,  or may not result in accretive  funds from
operations.  In  addition,  we regularly  evaluate  acquisition  or  disposition
proposals  and engage  from time to time in  negotiations  for  acquisitions  or
dispositions  of  properties.  We may also enter into  letters of intent for the
purchase or sale of properties.  Any prospective acquisition or disposition that
is being  evaluated  or which  is  subject  to a  letter  of  intent  may not be
consummated,  or  if  consummated,  may  not  result  in  accretive  funds  from
operations.

In November  2000, we terminated  our contract to purchase an additional  twelve
acres of land in Dania Beach/Ft. Lauderdale,  Florida. Because of this event, we
have written off all development costs associated with the expansion of our site
in Ft.  Lauderdale,  as well as additional  costs  associated with various other
non-recurring development activities at other sites which were discontinued. The
total  non-cash,  non-recurring  charge for abandoned  development  costs in the
fourth quarter of 2000 was $1.8 million.



                                       22
<PAGE>

In May 2000, the demand notes  receivable  totaling $3.4 million from Stanley K.
Tanger, the Company's  Chairman of the Board and Chief Executive  Officer,  were
converted into two separate term notes of which $2.5 million is due from Stanley
K. Tanger and $845,000 is due from Steven B. Tanger, the Company's President and
Chief  Operating  Officer.  The  notes  amortize  evenly  over five  years  with
principal and interest at a rate of 8% per annum due quarterly.  The balances of
these notes at December 31, 2000 were $2.1 million and $773,000, respectively.

Debt Financings

On January  25,  2000,  we  entered  into a two year  unsecured  loan with Fleet
National  Bank and Bank of  America  for an  aggregate  of  $20.0  million  with
interest payable at LIBOR plus 2.25%. At the same time, we entered into interest
rate swap  agreements on notional  amounts  totaling $20.0 million with the same
institutions that effectively fixed the interest rate on this loan at 8.75%. The
proceeds were used to reduce  amounts  outstanding  under the existing  lines of
credit.

On July 28,  2000,  we entered  into a five year  collateralized  term loan with
Wells Fargo Bank for $29.5  million with  interest  payable at LIBOR plus 1.75%.
The proceeds were used to reduce amounts outstanding under the existing lines of
credit.

On August 29,  2000,  we entered into a ten year  collateralized  term loan with
Woodmen of the World Life  Insurance  Society for $16.7  million  with  interest
payable  at a fixed  rate of 8.86%.  The  proceeds  were used to reduce  amounts
outstanding under the existing lines of credit.

On September 8, 2000,  we renewed a $9.2  million  collateralized  loan with New
York Life Insurance Company for five years at a fixed interest rate of 9.125%.

At December  31,  2000,  approximately  61% of the  outstanding  long-term  debt
represented  unsecured  borrowings  and  approximately  70% of our  real  estate
portfolio  was   unencumbered.   The  average  interest  rate,   including  loan
amortization,  on average debt  outstanding for the year ended December 31, 2000
was 8.6%.

We extended the maturities of our four unsecured lines of credit totaling $100.0
million with Bank of America,  Bank One, Fleet National Bank and SouthTrust Bank
until at least June 30, 2002.

On February 9, 2001, we issued $100 million of 9.125% senior,  unsecured  notes,
maturing on February  15,  2008.  The net  proceeds of $97 million  were used to
repay all of the  outstanding  indebtedness  under the $75 million 8.75% senior,
unsecured  notes which were due March 11, 2001.  The net proceeds were also used
to repay the $20  million  LIBOR plus 2.25%  term loan due  January  2002 and to
terminate  related  interest rate swap agreements with notional amounts of $20.0
million with the same  institutions,  which we entered into in January 2000. The
remaining proceeds were used for general operating purposes.

We intend to retain the ability to raise  additional  capital,  including public
debt as described above, to pursue attractive investment  opportunities that may
arise  and to  otherwise  act in a  manner  that we  believe  to be in our  best
interest and our shareholders'  interests. We maintain revolving lines of credit
that provide for unsecured borrowings up to $100 million, of which $58.5 million
was available for additional borrowings at December 31, 2000.

After giving effect to the February 2001 debt offering, we and the Company under
joint  registration,  could  issue  up to  $100  million  in  additional  equity
securities. We are currently in the process of restocking our shelf registration
for the  ability  to issue up to $200  million  in debt and  equity  securities,
respectively.  We may also consider selling certain  properties that do not meet
our long-term  investment  criteria as well as outparcels on existing properties
to generate capital to reinvest into other attractive investment  opportunities.
Based on cash  provided  by  operations,  existing  credit  facilities,  ongoing
negotiations  with  certain  financial  institutions,  the  February  2001  bond
offering and funds  available under the shelf  registration,  we believe that we
have access to the necessary financing to fund the planned capital  expenditures
during 2001.



                                       23
<PAGE>



We  anticipate  that  adequate  cash will be available to fund our operating and
administrative  expenses,  regular debt service obligations,  and the payment of
distributions  in accordance  with REIT  requirements in both the short and long
term.  Although  we receive  most of our  rental  payments  on a monthly  basis,
distributions  to unitholders  are made  quarterly and interest  payments on the
senior,  unsecured notes are made  semi-annually.  Amounts  accumulated for such
payments will be used in the interim to reduce the outstanding  borrowings under
the  existing  lines of credit or invested in  short-term  money market or other
suitable  instruments.  Certain  of our debt  agreements  limit the  payment  of
distributions such that distributions will not exceed funds from operations,  as
defined in the  agreements,  for the prior fiscal year on an annual basis or 95%
of FFO on a cumulative basis from the date of the agreement.

Joint Ventures

Effective  August 7, 2000, we announced the formation of a joint venture with C.
Randy Warren Jr.,  former Senior Vice  President of Leasing of the Company.  The
new entity,  Tanger-Warren  Development,  LLC  ("Tanger-Warren"),  was formed to
identify,  acquire and develop sites for us. We agreed to be co-managing general
partners, each with 50% ownership interest in the joint venture and any entities
formed with respect to a specific  project.  The investment in  Tanger-Warren is
accounted for under the equity method of accounting.  Equity in earnings was not
significant  in 2000. At December 31, 2000 our investment in  Tanger-Warren  was
approximately $116,000.

Market Risk

We are exposed to various  market risks,  including  changes in interest  rates.
Market risk is the potential  loss arising from adverse  changes in market rates
and prices,  such as interest rates.  We do not enter into  derivatives or other
financial instruments for trading or speculative purposes.

We negotiate  long-term fixed rate debt instruments and enter into interest rate
swap  agreements to manage our exposure to interest rate changes on our floating
rate debt.  The swaps  involve the exchange of fixed and variable  interest rate
payments based on a contractual  principal  amount and time period.  Payments or
receipts on the agreements are recorded as adjustments to interest  expense.  In
January 2000, we entered into interest rate swap agreements on notional  amounts
totaling  $20.0  million.  In order to fix the interest  rate at 8.75%,  we paid
$162,000. As mentioned in "Debt Financings" above, these agreements subsequently
were  terminated  in  February  2001  at  a  cost  of  $295,200.   In  addition,
approximately  $77,000 of unamortized  costs related to fixing the interest rate
and $103,000 of  unamortized  debt  issuance  costs were written off in February
2001.  In December  2000, we entered into another  interest rate swap  agreement
with a notional  amount of $25.0 million.  This agreement fixes the 30-day LIBOR
index at 5.97% through  January 2003. At December 31, 2000, we would have had to
pay  $152,800 to  terminate  this  agreement.  A 1% decrease in the 30-day LIBOR
index would increase this amount by  approximately  $475,000.  The fair value is
based on dealer quotes, considering current interest rates.

The fair  market  value of  long-term  fixed  interest  rate debt is  subject to
interest rate risk. Generally, the fair market value of fixed interest rate debt
will increase as interest  rates fall and decrease as interest  rates rise.  The
estimated fair value of our total long-term debt at December 31, 2000 was $346.1
million while the recorded value was $346.8 million, respectively. A 1% increase
from  prevailing  interest rates at December 31, 2000 would result in a decrease
in fair value of total long-term debt by approximately $5.1 million. Fair values
were  determined  from quoted  market  prices,  where  available,  using current
interest rates considering credit ratings and the remaining terms to maturity.



                                       24
<PAGE>

Funds from Operations

We believe that for a clear  understanding of our historical  operating results,
FFO  should be  considered  along with net income as  presented  in the  audited
financial statements included elsewhere in this report. FFO is presented because
it is a widely  accepted  financial  indicator  used by  certain  investors  and
analysts to analyze  and  compare  one equity REIT with  another on the basis of
operating performance.  FFO is generally defined as net income (loss),  computed
in  accordance   with   generally   accepted   accounting   principles,   before
extraordinary  items  and  gains  (losses)  on  sale  of  depreciable  operating
properties,  plus  depreciation  and amortization  uniquely  significant to real
estate.  We caution that the  calculation  of FFO may vary from entity to entity
and as  such  the  presentation  of FFO by us may  not be  comparable  to  other
similarly titled measures of other reporting  companies.  FFO does not represent
net  income  or cash flow from  operations  as  defined  by  generally  accepted
accounting  principles and should not be considered an alternative to net income
as an indication of operating  performance or to cash flows from operations as a
measure of liquidity.  FFO is not necessarily indicative of cash flows available
to fund distributions to unitholders and other cash needs.

In October  1999,  the National  Association  of Real Estate  Investment  Trusts
("NAREIT")  issued  interpretive  guidance  regarding  the  calculation  of FFO.
NAREIT's  leadership  determined  that FFO should  include  both  recurring  and
non-recurring  operating results,  except those results defined as extraordinary
items under generally accepted  accounting  principles and gains and losses from
sales of depreciable operating property.  All REITS were encouraged to implement
the  recommendations  of this guidance effective for fiscal periods beginning in
2000 for all periods presented in financial statements or tables. We adopted the
new NAREIT  clarification  beginning  January 1, 2000.  The  adoption of the new
method had the impact of  reducing  FFO from the amount  originally  reported of
$39,748 in 1998 to $37,048 as a result of an asset  write down of $2.7  million.
Below is a calculation  of FFO under the new method for the years ended December
31,  2000,  1999 and 1998 as well as actual  cash flow and other  data for those
years, respectively (in thousands).

<TABLE>
<CAPTION>

                                                                     2000           1999          1998
-------------------------------------------------------------- ------------ -------------- -------------
Funds from Operations:
<S>                                                                <C>           <C>           <C>
Net income                                                         $ 5,268       $ 20,866      $ 15,643
Adjusted for:
   Extraordinary item-loss on early extinguishment of debt             ---            345           460
   Depreciation and amortization uniquely significant
     to real estate                                                 25,954         24,603        21,939
   Loss (gain) on disposal or sale of real estate                    6,981         (4,141)         (994)
-------------------------------------------------------------- ------------ -------------- -------------
Funds from operations (1)                                         $ 38,203       $ 41,673      $ 37,048

Cash flow provided by (used in):

   Operating activities                                             38,303         43,169        35,791
   Investing activities                                           (25,698)       (45,959)      (79,236)
   Financing activities                                           (12,474)        (3,043)        46,172

Weighted average units outstanding (2)                              11,704         11,697        11,844
-------------------------------------------------------------- ------------ -------------- -------------
(1)  For the years ended  December 31, 2000 and 1999,  includes $908 and $687 in
     gains on sales of outparcels of land.

(2)  Assumes  preferred units of the Operating  Partnership and unit options are
     all converted to limited partnership units.
</TABLE>

New Accounting Pronouncements

The  Financial  Accounting  Standards  Board  ("FASB")  has issued  Statement of
Financial Accounting  Standards No. 133, "Accounting for Derivative  Instruments
and Hedging Activities",  as amended by FAS 137 and FAS 138 (collectively,  "FAS
133").  FAS 133 is  effective  for  all  fiscal  quarters  of all  fiscal  years
beginning  after June 15,  2000;  accordingly,  we adopted FAS 133 on January 1,
2001.  Upon  adoption  on January  1, 2001,  we  recorded  a  cumulative  effect
adjustment of $299,500 loss, in Other comprehensive income (loss).


                                       25
<PAGE>

During 2000, the American Institute of Certified Public Accountants'  Accounting
Standards  Executive  Committee  issued an exposure draft  Statement of Position
("SOP") regarding the  capitalization  of costs associated with property,  plant
and equipment. Under the proposed SOP, all property, plant and equipment related
costs would be expensed unless the costs are directly identifiable with specific
projects and general and administrative and overhead costs which are not payroll
or payroll related and not directly  related to the project would be expensed as
incurred.  The expected  effective date of the final SOP is expected in 2002 and
currently we are evaluating the effects it may have on our results of operations
and financial position.

In December 1999, the Securities  Exchange Commission ("SEC") staff issued Staff
Accounting  Bulletin  101  ("SAB  101"),   "Revenue   Recognition  in  Financial
Statements".  SAB 101  discusses  the  SEC  staff's  views  on  certain  revenue
recognition transactions. The adoption of this SAB had no material effect on our
results of operations or financial position.

Economic Conditions and Outlook

The majority of our leases contain provisions designed to mitigate the impact of
inflation.  Such provisions  include clauses for the escalation of base rent and
clauses enabling us to receive  percentage rentals based on tenants' gross sales
(above  predetermined  levels, which we believe often are lower than traditional
retail industry  standards) which generally increase as prices rise. Most of the
leases  require the tenant to pay their share of  property  operating  expenses,
including common area maintenance,  real estate taxes, insurance and advertising
and  promotion,  thereby  reducing  exposure to increases in costs and operating
expenses resulting from inflation.

While  factory  outlet  stores  continue  to  be a  profitable  and  fundamental
distribution channel for brand name manufacturers,  some retail formats are more
successful than others. As typical in the retail industry,  certain tenants have
closed,  or will close,  certain stores by terminating  their lease prior to its
natural  expiration  or as a result of filing for  protection  under  bankruptcy
laws.

As  part  of  our  strategy  of  aggressively   managing  our  assets,   we  are
strengthening  the tenant  base in several of our  centers by adding  strong new
anchor  tenants,  such as Polo Ralph  Lauren,  Nike,  GAP,  Tommy  Hilfiger  and
Nautica.  To accomplish this goal,  stores may remain vacant for a longer period
of time in order to recapture enough space to meet the size requirement of these
upscale,  high volume  tenants.  Consequently,  we  anticipate  that our average
occupancy  level will remain  strong,  but may be more in line with the industry
average.

Approximately  30% of our lease portfolio is scheduled to expire during the next
two years.  Approximately  701,000 square feet of space is up for renewal during
2001 and approximately  868,000 square feet will come up for renewal in 2002. If
we were unable to  successfully  renew or release a  significant  amount of this
space on  favorable  economic  terms,  the loss in rent  could  have a  material
adverse effect on our results of operations.

Existing  tenants' sales have remained  stable and renewals by existing  tenants
have remained strong.  The existing  tenants have already renewed  approximately
254,000, or 36%, of the square feet scheduled to expire in 2001. In addition, we
continue to attract and retain  additional  tenants.  Our factory outlet centers
typically include well-known,  national,  brand name companies. By maintaining a
broad base of creditworthy  tenants and a  geographically  diverse  portfolio of
properties located across the United States, we reduce our operating and leasing
risks.  No one tenant  (including  affiliates)  accounts for more than 6% of our
combined base and percentage rental revenues.  Accordingly, we do not expect any
material adverse impact on our results of operation and financial condition as a
result of leases to be renewed or stores to be released.

Item 8.   Financial Statements and Supplementary Data

The  information  required by this Item is set forth at the pages  indicated  in
Item 14(a) below.

Item 9.  Changes  in  and  Disagreements  With  Accountants  on  Accounting  and
     Financial Disclosure

Not applicable.



                                       26
<PAGE>

                                    PART III

Certain information required by Part III is omitted from this Report in that the
registrant's majority owner, the Company, will file a definitive proxy statement
pursuant to Regulation 14A (the "Proxy Statement") not later than 120 days after
the end of the fiscal  year  covered by this  Report,  and  certain  information
included therein is incorporated herein by reference. Only those sections of the
Proxy  Statement  which  specifically  address  the items set forth  herein  are
incorporated by reference.

Item 10.  Directors and Executive Officers of the Registrant

The  Operating  Partnership  does  not  have  any  directors  or  officers.  The
information  concerning  the  Company's  directors  required  by  this  Item  is
incorporated by reference to the Company's Proxy Statement.

The information  concerning the Company's  executive  officers  required by this
Item is  incorporated  by  reference  herein to the  section  in Part I, Item 4,
entitled "Executive Officers of the Company".

The  information  regarding  compliance  with Section 16 of the  Securities  and
Exchange Act of 1934 is to be set forth in the Company's  Proxy Statement and is
hereby incorporated by reference.

Item 11.  Executive Compensation

The  information  required  by this Item is  incorporated  by  reference  to the
Company's Proxy Statement.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

The  information  required  by this Item is  incorporated  by  reference  to the
Company's Proxy Statement.

Item 13.  Certain Relationships and Related Transactions

The  information  required  by this Item is  incorporated  by  reference  to the
Company's Proxy Statement.

                                     PART IV

Item 14.  Exhibits, Financial Statements Schedules, and Reports on Form 8-K

(a)  Documents filed as a part of this report:

     1.  Financial Statements

         Report of Independent Accountants                         F-1
         Balance Sheets-December 31, 2000 and 1999                 F-2
         Statements of Operations-
            Years Ended December 31, 2000, 1999 and 1998           F-3
         Statements of Partners' Equity-
            For the Years Ended December 31, 2000, 1999 and 1998   F-4
         Statements of Cash Flows-
            Years Ended December 31, 2000, 1999 and 1998           F-5
         Notes to Financial Statements.                            F-6 to F-14

     2.  Financial Statement Schedule

         Schedule III

            Report of Independent Accountants                      F-15
            Real Estate and Accumulated Depreciation               F-16 to F-17



                                       27
<PAGE>

         All other  schedules  have  been  omitted  because  of the  absence  of
         conditions  under  which  they are  required  or because  the  required
         information is given in the above-listed  financial statements or notes
         thereto.

3.   Exhibits

     Exhibit No.                                       Description

          3.3       Amended and Restated  Agreement of Limited  Partnership  for
                    the Operating Partnership. (Note 8)

          10.1      Amended and Restated Unit Option Plan. (Note 6)

          10.4      Form  of  Unit  Option   Agreement   between  the  Operating
                    Partnership and certain employees. (Note 2)

          10.5      Amended and  Restated  Employment  Agreement  for Stanley K.
                    Tanger, as of January 1, 1998. (Note 6)

          10.6      Amended  and  Restated  Employment  Agreement  for Steven B.
                    Tanger, as of January 1, 1998. (Note 6)

          10.7      Amended and Restated Employment  Agreement for Willard Albea
                    Chafin, Jr., as of January 1, 1999. (Note 6)

          10.8      Amended  and  Restated  Employment  Agreement  for  Rochelle
                    Simpson, as of January 1, 1999. (Note 6)

          10.9      Not applicable.

          10.10     Amended  and  Restated  Employment  Agreement  for  Frank C.
                    Marchisello, Jr., as of January 1, 1999 (Note 8).

          10.11     Registration Rights Agreement among the Company,  the Tanger
                    Family Limited Partnership and Stanley K. Tanger. (Note 1)

          10.11A    Amendment  to  Registration   Rights   Agreement  among  the
                    Company,  the Tanger Family Limited  Partnership and Stanley
                    K. Tanger. (Note 3)

          10.12     Agreement Pursuant to Item  601(b)(4)(iii)(A)  of Regulation
                    S-K. (Note 1)

          10.13     Assignment and Assumption Agreement among Stanley K. Tanger,
                    Stanley K.  Tanger &  Company,  the  Tanger  Family  Limited
                    Partnership,  the  Operating  Partnership  and the  Company.
                    (Note 1)

          10.14     Promissory  Notes by and between the  Operating  Partnership
                    and John Hancock Mutual Life Insurance  Company  aggregating
                    $66,500,000. (Note 7)

          10.15     Form of Senior Indenture. (Note 4)

          10.16     Form of First Supplemental  Indenture (to Senior Indenture).
                    (Note 4)

          10.16A    Form of Second Supplemental  Indenture (to Senior Indenture)
                    dated  October  24,  1997 among  Tanger  Properties  Limited
                    Partnership,  Tanger Factory Outlet Centers,  Inc. and State
                    Street Bank & Trust Company. (Note 5)

          10.17     Promissory Note 04/16/2000. (Note 9)

          10.18     Promissory Note 04/16/2000. Note (9)

          21.1      List of Subsidiaries. (Note 1)

          23.1      Consent of PricewaterhouseCoopers LLP.


                                       28
<PAGE>

     Notes to Exhibits:

     1.   Incorporated   by  reference   to  the   exhibits  to  the   Company's
          Registration Statement on Form S-11 filed May 27, 1993, as amended.

     2.   Incorporated  by  reference to the  exhibits to the  Company's  Annual
          Report on Form 10-K for the year ended December 31, 1993.

     3.   Incorporated  by  reference to the  exhibits to the  Company's  Annual
          Report on Form 10-K for the year ended December 31, 1995.

     4.   Incorporated  by reference to the  exhibits to the  Company's  Current
          Report on Form 8-K dated March 6, 1996.

     5.   Incorporated  by reference to the  exhibits to the  Company's  Current
          Report on Form 8-K dated October 24, 1997.

     6.   Incorporated  by  reference to the  exhibits to the  Company's  Annual
          Report on Form 10-K for the year ended December 31, 1998.

     7.   Incorporated  by reference to the exhibit to the  Company's  Quarterly
          Report on 10-Q for the quarter ended March 31, 1999.

     8.   Incorporated  by  reference to the  exhibits to the  Company's  Annual
          Report on Form 10-K for the year ended December 31, 1999.

     9.   Incorporated  by  reference to the  exhibits to the  Company's  Annual
          Report on Form 10-K for the year ended December 31, 2000.

(b)       Reports on Form 8-K  - none.


                                       29
<PAGE>

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                 TANGER PROPERTIES LIMITED PARTNERSHIP

                                 By: Tanger GP Trust, its sole general partner
                                        /s/ Stanley K. Tanger
                                 By: -----------------------------------------
                                     Stanley K. Tanger
                                     Chairman of the Board and
                                     Chief Executive Officer

March 30, 2001

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities as officers or directors of the general partner
and on the dates indicated:

Signature                             Title                      Date
/s/ Stanley K. Tanger
---------------------         Chairman of the Board and Chief     March 30, 2001
Stanley K. Tanger             Executive Officer (Principal
                              Executive Officer)

/s/ Steven B. Tanger
---------------------         Trustee and President               March 30, 2001
Steven B. Tanger

/s/ Frank C. Marchisello. Jr.
----------------------------  Trustee and Treasurer               March 30, 2001
Frank C. Marchisello, Jr.     (Principal Financial and
                               Accounting Officer)

/s/ Jack Africk
---------------------         Trustee                             March 30, 2001
Jack Africk

/s/ William G. Benton
---------------------         Trustee                             March 30, 2001
William G. Benton

/s/ Thomas E. Robinson
----------------------        Trustee                             March 30, 2001
Thomas E. Robinson



                                       30
<PAGE>



                        REPORT OF INDEPENDENT ACCOUNTANTS



To the Partners of TANGER PROPERTIES LIMITED PARTNERSHIP:

In our opinion,  the accompanying  balance sheets and the related  statements of
operations,  partners'  equity and cash flows  present  fairly,  in all material
respects,  the financial  position of Tanger Properties  Limited  Partnership at
December 31, 2000 and 1999,  and the results of their  operations and their cash
flows for each of the three years in the period  ended  December  31,  2000,  in
conformity with accounting principles generally accepted in the United States of
America.  These financial statements are the responsibility of the Partnership's
management;  our  responsibility  is to express  an  opinion on these  financial
statements  based on our audits.  We conducted our audits of these statements in
accordance with auditing  standards  generally  accepted in the United States of
America,  which require that we plan and perform the audit to obtain  reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall financial  statements  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.

PricewaterhouseCoopers LLP

Greensboro, NC

January 18, 2001, except for the information  presented in Note 15 for which the
date is March 12, 2001



                                       F-1
<PAGE>

<TABLE>
<CAPTION>
                                  TANGER PROPERTIES LIMITED PARTNERSHIP
                                              BALANCE SHEETS
                                              (In thousands)

                                                                                     December 31,
                                                                                 2000           1999
-----------------------------------------------------------------------------------------------------------
ASSETS
 Rental Property
<S>                                                                           <C>              <C>
   Land                                                                       $  59,858        $ 63,045
   Buildings, improvements and fixtures                                         505,554         484,277
   Developments under construction                                               19,516          18,894
-----------------------------------------------------------------------------------------------------------
                                                                                584,928         566,216
   Accumulated depreciation                                                    (122,365)       (104,511)
-----------------------------------------------------------------------------------------------------------
   Rental property, net                                                         462,563         461,705
 Cash and cash equivalents                                                          632             501
 Deferred charges, net                                                            8,566           8,176
 Other assets                                                                    15,512          19,469
-----------------------------------------------------------------------------------------------------------
     Total assets                                                             $ 487,273       $ 489,851
===========================================================================================================

LIABILITIES AND PARTNERS' EQUITY
Liabilites
 Long-term debt
   Senior, unsecured notes                                                    $ 150,000       $ 150,000
   Mortgages payable                                                            135,313          90,652
   Term note, unsecured                                                          20,000               -
   Lines of credit                                                               41,530          88,995
-----------------------------------------------------------------------------------------------------------
                                                                                346,843         329,647
  Construction trade payables                                                     9,784           6,287
  Accounts payable and accrued expenses                                          12,672          12,863
-----------------------------------------------------------------------------------------------------------
     Total liabilities                                                           369,299         348,797
-----------------------------------------------------------------------------------------------------------
Commitments
Partners' Equity
  General partner                                                                  1,611           1,927
  Limited partner                                                                116,363         139,127
-----------------------------------------------------------------------------------------------------------
     Total partners' equity                                                      117,974         141,054
-----------------------------------------------------------------------------------------------------------
       Total liabilities and partners' equity                                 $  487,273       $ 489,851
===========================================================================================================
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                       F-2
<PAGE>

<TABLE>
<CAPTION>
                                      TANGER PROPERTIES LIMITED PARTNERSHIP
                                            STATEMENTS OF OPERATIONS
                                      (In thousands, except per unit data)

                                                                                      Year Ended December 31,
                                                                                 2000          1999          1998
------------------------------------------------------------------------------------------------------------------

REVENUES
<S>                                                                          <C>           <C>           <C>
  Base rentals                                                               $ 71,457      $ 69,180      $ 66,187
  Percentage rentals                                                            3,253         3,141         3,087
  Expense reimbursements                                                       30,046        27,910        26,852
  Other income                                                                  4,065         3,785         1,640
------------------------------------------------------------------------------------------------------------------
       Total revenues                                                         108,821       104,016        97,766
------------------------------------------------------------------------------------------------------------------
EXPENSES
  Property operating                                                           33,623        30,585        29,106
  General and administrative                                                    7,366         7,298         6,669
  Interest                                                                     27,565        24,239        22,028
  Depreciation and amortization                                                26,218        24,824        22,154
   Asset write-down                                                             1,800           ---         2,700
------------------------------------------------------------------------------------------------------------------
       Total expenses                                                          96,572        86,946        82,657
------------------------------------------------------------------------------------------------------------------
Income before (loss) gain on disposal or sale of real estate
    and extraordinary item                                                     12,249        17,070        15,109
(Loss) gain on disposal or sale of real estate                                 (6,981)        4,141           994
------------------------------------------------------------------------------------------------------------------
Income before extraordinary item                                                5,268        21,211        16,103
Extraordinary item - Loss on early extinguishment of debt                         ---          (345)         (460)
------------------------------------------------------------------------------------------------------------------
Net income                                                                      5,268        20,866        15,643
Less applicable preferred unit distributions                                   (1,823)       (1,917)       (1,911)
------------------------------------------------------------------------------------------------------------------
Income available to partners                                                    3,445        18,949        13,732
Income allocated to the limited partners                                       (3,397)       (5,278)       (3,816)
------------------------------------------------------------------------------------------------------------------
Income allocated to the general partner                                            48        13,671         9,916
==================================================================================================================

Basic earnings per unit:
  Income before extraordinary item                                             $ 0.32        $ 1.77        $ 1.30
  Extraordinary item                                                              ---         (0.03)        (0.04)
------------------------------------------------------------------------------------------------------------------
  Net income                                                                   $ 0.32        $ 1.74        $ 1.26
==================================================================================================================

Diluted earnings per unit:
  Income before extraordinary item                                             $ 0.31        $ 1.77        $ 1.28
  Extraordinary item                                                              ---         (0.03)        (0.04)
------------------------------------------------------------------------------------------------------------------
  Net income                                                                   $ 0.31        $ 1.74        $ 1.24
==================================================================================================================
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                       F-3
<PAGE>

<TABLE>
<CAPTION>
                      TANGER PROPERTIES LIMITED PARTNERSHIP
                         STATEMENTS OF PARTNERS' EQUITY
              For the Years Ended December 31, 2000, 1999, and 1998
                        (In thousands, except unit data)
                                                          General       Limited   Total Partners'
                                                         Partners       Partners        Equity
------------------------------------------------------------------------------------------------
<S>               <C> <C>                               <C>             <C>           <C>
Balance, December 31, 1997                              $ 136,649       $ 23,876      $ 160,525
Conversion of 2,419 preferred units
   into 21,790 partnership units                              ---            ---            ---

Issuance of 31,880 units upon exercise
   exercise of share and unit options                         762            ---            762

Repurchase and retirement of 10,000
    partnership units                                        (216)           ---           (216)

Compensation under unit Option Plan                           142             53            195

Net income                                                 11,827          3,816         15,643

Preferred distributions ($21.17 per unit)                  (1,894)           ---         (1,894)

Distributions to partners ($2.35 per unit)                (18,524)        (7,128)       (25,652)
------------------------------------------------------------------------------------------------
Balance, December 31, 1998                                128,746         20,617        149,363

Conversion of 3,000 preferred units
  into 27,029 partnership units                               ---            ---            ---

Issuance of 500 units upon
   exercise of unit options                                    12            ---             12

Repurchase and retirement of 48,300
partnership units                                            (958)           ---           (958)

Transfer of partnership interest                         (120,557)       120,557            ---

Net income                                                 15,588          5,278         20,866

Preferred distributions ($21.76 per unit)                  (1,918)           ---         (1,918)

Distributions to partners ($2.42 per unit)                (18,986)        (7,325)       (26,311)
------------------------------------------------------------------------------------------------

Balance, December 31, 1999                                  1,927        139,127        141,054

Conversion of 4,670 preferred units
  into 42,076 partnership units                               ---            ---            ---

Net income                                                     48          5,220          5,268

Preferred distributions ($21.87 per unit)                     ---         (1,840)        (1,840)

Distributions to partners ($2.43 per unit)                   (364)       (26,144)       (26,508)
------------------------------------------------------------------------------------------------
Balance, December 31, 2000                                $ 1,611      $ 116,363      $ 117,974
================================================================================================
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                       F-4
<PAGE>

<TABLE>
<CAPTION>
                      TANGER PROPERTIES LIMITED PARTNERSHIP
                            STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                                                                              Year Ended December 31,
                                                                                         2000           1999          1998
---------------------------------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES
<S>                                                                                   <C>           <C>           <C>
Net income                                                                            $ 5,268       $ 20,866      $ 15,643
Adjustments to reconcile net income to net cash provided by
 operating activities:
   Depreciation and amortization                                                       26,218         24,824        22,154
   Amortization of deferred financing costs                                             1,264          1,005         1,076
   Loss on early extinguishment of debt                                                   ---            345           460
   Asset write-down                                                                     1,800            ---         2,700
   Loss (gain) on disposal or sale of real estate                                       6,981         (4,141)         (994)
   Gain on sale of outparcels of land                                                    (908)          (687)          ---
   Straight-line base rent adjustment                                                      92           (214)         (688)
   Compensation under Unit Option Plan                                                    ---            ---           195
Increase (decrease) due to changes in:
  Other assets                                                                         (2,221)        (1,196)       (2,161)
  Accounts payable and accrued expenses                                                  (191)         2,367        (2,594)
---------------------------------------------------------------------------------------------------------------------------
    Net cash provided by operating activites                                           38,303         43,169        35,791
---------------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
  Acquisition of rental properties                                                        ---        (15,500)      (44,650)
  Additions to rental properties                                                      (36,056)       (34,224)      (35,252)
  Additions to deferred lease costs                                                    (2,238)        (1,862)       (1,895)
  Net proceeds from sale of real estate                                                 8,598          1,987         2,561
  Net insurance proceeds from property losses                                           4,046          6,451           ---
  Advances to officer, net                                                                (48)        (2,811)          ---
---------------------------------------------------------------------------------------------------------------------------
    Net cash used in investing activities                                             (25,698)       (45,959)      (79,236)
---------------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
  Repurchase of partnership units                                                         ---           (958)         (216)
  Cash distributions paid                                                             (28,348)       (28,229)      (27,546)
  Proceeds from mortgages payable                                                      46,160         66,500           ---
  Repayments on mortgages payable                                                      (1,499)       (48,638)       (1,260)
  Proceeds from revolving lines of credit                                             126,435        118,555       152,760
  Repayments on revolving lines of credit                                            (153,900)      (109,255)      (78,065)
  Additions to deferred financing costs                                                (1,322)        (1,030)         (263)
  Proceeds from exercise of unit options                                                  ---             12           762
---------------------------------------------------------------------------------------------------------------------------
    Net cash provided by (used in) financing activities                               (12,474)        (3,043)       46,172
---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents                                      131         (5,833)        2,727
Cash and cash equivalents, beginning of period                                            501          6,334         3,607
---------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                                                $ 632          $ 501       $ 6,334
===========================================================================================================================

The accompanying notes are an integral part of these financial statements.
</TABLE>

                                       F-5
<PAGE>




                          NOTES TO FINANCIAL STATEMENTS

1.   Organization of the Operating Partnership

Tanger Properties  Limited  Partnership (the "Operating  Partnership"),  a North
Carolina  limited  partnership,  develops,  owns  and  operates  factory  outlet
centers. Recognized as one of the largest owners and operators of factory outlet
centers in the United States,  the Operating  Partnership  owned and operated 29
factory outlet centers  located in 20 states with a total gross leasable area of
approximately  5.2  million  square  feet  at the  end of  2000.  The  Operating
Partnership  provides all development,  leasing and management  services for its
centers.

The Operating  Partnership is controlled by Tanger Factory Outlet Centers,  Inc.
(the "Company"), a fully-integrated, self-administered, self-managed real estate
investment trust ("REIT") as the sole shareholder of the Operating Partnership's
general partner,  Tanger GP Trust. Prior to 1999, the Company owned the majority
of the units of partnership  interest issued by the Operating  Partnership  (the
"Units")  and served as its sole  general  partner.  During  1999,  the  Company
transferred  its  ownership  of Units into two wholly  owned  subsidiaries,  the
Tanger  GP Trust  and the  Tanger LP Trust.  The  Tanger GP Trust  controls  the
Operating  Partnership as its sole general partner.  The Tanger LP Trust holds a
limited partnership  interest.  The Tanger family,  through its ownership of the
Tanger Family Limited Partnership ("TFLP") holds the remaining units. TFLP holds
a limited  partnership  interest  in and is a  minority  owner of the  Operating
Partnership.  Stanley K. Tanger,  the Company's  Chairman of the Board and Chief
Executive Officer, is the sole general partner of TFLP.

As of December 31, 2000, the Tanger GP Trust owned 150,000 Units,  the Tanger LP
Trust owned 7,768,911 and 80,600  Preferred  Units (which are  convertible  into
approximately 726,203 limited partnership Units) and TFLP owned 3,033,305 Units.
TFLP's Units are  exchangeable,  subject to certain  limitations to preserve the
Company's  status as a REIT,  on a  one-for-one  basis for common  shares of the
Company.  Preferred Units are automatically  converted into limited  partnership
Units to the extent of any  conversion  of preferred  shares of the Company into
common shares of the Company.

2.   Summary of Significant Accounting Policies

     Basis of  Presentation  - Allocation  of income to the partners is based on
each   partner's   respective   ownership  of  Units  issued  by  the  Operating
Partnership.

     Use of Estimates - The  preparation  of financial  statements in conformity
with  generally  accepted  accounting  principles  requires  management  to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

     Operating  Segments - The Operating  Partnership  aggregates  the financial
information of all its centers into one reportable operating segment because the
centers all have similar economic  characteristics  and provide similar products
and services to similar types and classes of customers.

      Rental   Properties  -  Rental   properties  are  recorded  at  cost  less
accumulated depreciation. Costs incurred for the acquisition,  construction, and
development  of  properties  are  capitalized.  Depreciation  is computed on the
straight-line basis over the estimated useful lives of the assets. The Operating
Partnership  generally  uses  estimated  lives  ranging  from 25 to 33 years for
buildings,  15 years  for land  improvements  and  seven  years  for  equipment.
Expenditures  for ordinary  maintenance and repairs are charged to operations as
incurred  while  significant  renovations  and  improvements,  including  tenant
finishing  allowances,  that improve  and/or extend the useful life of the asset
are capitalized and depreciated over their estimated useful life.



                                       F-6
<PAGE>




      Buildings,  improvements  and  fixtures  consist  primarily  of  permanent
buildings and improvements  made to land such as landscaping and  infrastructure
and  costs  incurred  in  providing  rental  space to  tenants.  Interest  costs
capitalized during 2000, 1999 and 1998 amounted to $1,020,000,  $1,242,000,  and
$762,000,  and development costs capitalized  amounted to $843,000,  $1,711,000,
and $1,903,000,  respectively.  Depreciation expense for each of the years ended
December 31, 2000, 1999 and 1998 was $24,239,000,  $23,095,000, and $20,873,000,
respectively.

     The pre-construction stage of project development involves certain costs to
secure land control and zoning and complete other initial tasks essential to the
development  of the project.  These costs are  transferred  from other assets to
developments under construction when the  pre-construction  tasks are completed.
Costs of  potentially  unsuccessful  pre-construction  efforts  are  charged  to
operations when the project is abandoned.

     Cash and Cash Equivalents - All highly liquid  investments with an original
maturity of three  months or less at the date of purchase are  considered  to be
cash and cash  equivalents.  Cash  balances  at a  limited  number  of banks may
periodically exceed insurable amounts.  The Operating  Partnership believes that
it mitigates its risk by investing in or through major  financial  institutions.
Recoverability of investments is dependent upon the performance of the issuer.

     Accounting  for Joint  Ventures - Effective  August 7, 2000,  the Operating
Partnership  announced it entered into a joint venture with C. Randy Warren Jr.,
former Senior Vice  President of Leasing of the Operating  Partnership.  The new
entity,  Tanger-Warren  Development,   LLC  ("Tanger-Warren"),   was  formed  to
identify, acquire and develop sites for the Operating Partnership. The Operating
Partnership and Mr. Warren agreed to be co-managing general partners,  each with
50% ownership interest in the joint venture and any entities formed with respect
to a specific  project.  The investment in  Tanger-Warren is accounted for under
the equity method of accounting.  Equity in earnings was  insignificant in 2000.
At December 31, 2000 the Operating Partnership's investment in Tanger-Warren was
approximately $116,000.

      Deferred Charges - Deferred lease costs consist of fees and costs incurred
to initiate  operating  leases and are amortized over the average  minimum lease
term.  Deferred  financing  costs  include  fees and  costs  incurred  to obtain
long-term  financing and are being  amortized  over the terms of the  respective
loans.  Unamortized deferred financing costs are charged to expense when debt is
retired before the maturity date.

     Impairment  of  Long-Lived  Assets  - Rental  property  held and used by an
entity is  reviewed  for  impairment  in the event that facts and  circumstances
indicate  the  carrying  amount of an asset may not be  recoverable.  In such an
event,  the  Company  compares  the  estimated  future  undiscounted  cash flows
associated  with  the  asset  to the  asset's  carrying  amount,  and  if  less,
recognizes an impairment  loss in an amount by which the carrying amount exceeds
its fair value. The Operating  Partnership  believes that no material impairment
existed at December 31, 2000.

     Derivatives - The Operating  Partnership  selectively  enters into interest
rate protection agreements to mitigate changes in interest rates on its variable
rate borrowings. The notional amounts of such agreements are used to measure the
interest to be paid or received and do not  represent  the amount of exposure to
loss. None of these agreements are used for speculative or trading purposes. The
cost of  these  agreements  is  included  in  deferred  financing  costs  and is
amortized on a straight-line basis over the life of the agreements.

      The Financial  Accounting Standards Board ("FASB") has issued Statement of
Financial Accounting  Standards No. 133, "Accounting for Derivative  Instruments
and Hedging Activities",  as amended by FAS 137 and FAS 138 (collectively,  "FAS
133").  FAS 133 is  effective  for  all  fiscal  quarters  of all  fiscal  years
beginning after June 15, 2000;  accordingly,  the Operating  Partnership adopted
FAS 133 on January 1, 2001.  Upon  adoption  on January 1, 2001,  the  Operating
Partnership  recorded a cumulative  effect  adjustment of $299,500 loss in Other
comprehensive income (loss).



                                       F-7
<PAGE>



     Revenue  Recognition - Base rentals are recognized on a straight line basis
over the term of the lease.  Substantially  all leases contain  provisions which
provide additional rents based on tenants' sales volume  ("percentage  rentals")
and  reimbursement  of the tenants' share of advertising  and promotion,  common
area maintenance, insurance and real estate tax expenses. Percentage rentals are
recognized  when  specified  targets that trigger the  contingent  rent are met.
Expense  reimbursements are recognized in the period the applicable expenses are
incurred.  Payments received from the early termination of leases are recognized
when the  applicable  space is released,  or,  otherwise are amortized  over the
remaining lease term.  Business  interruption  insurance  proceeds  received are
recognized as other income over the estimated period of interruption.

      Income Taxes - As a partnership, the allocated share of income or loss for
the year is included in the income tax returns of the partners;  accordingly, no
provision has been made for Federal income taxes in the  accompanying  financial
statements.

     Concentration  of  Credit  Risk - The  Operating  Partnership's  management
performs ongoing credit evaluations of its tenants. Although the tenants operate
principally in the retail industry,  the properties are geographically  diverse.
No single  tenant  accounted  for 10% or more of  combined  base and  percentage
rental income during 2000, 1999 or 1998.

     Supplemental  Cash Flow Information - The Operating  Partnership  purchases
capital  equipment and incurs costs relating to  construction of new facilities,
including tenant  finishing  allowances.  Expenditures  included in construction
trade  payables as of December 31, 2000,  1999 and 1998 amounted to  $9,784,000,
$6,287,000,  and  $9,224,000,  respectively.  Interest  paid,  net  of  interest
capitalized,  in  2000,  1999  and  1998  was  $25,644,000,   $23,179,000,   and
$20,690,000, respectively.

     Other assets include a receivable  from the sale of real estate of $723,500
as of December 31, 2000 and a property loss  receivable of $4.2 million from the
Operating Partnership's property insurance carrier at December 31, 1999.

3.       Disposition of Properties

In June 2000,  the Operating  Partnership  sold its centers in Lawrence,  KS and
McMinnville, OR. Net proceeds received from the sales totaled $7.1 million. As a
result of the sales, the Operating Partnership recognized a loss on sale of real
estate of $5.9 million.  The combined net operating  income of these two centers
represented approximately 1% of the total portfolio's operating income.

In December 2000, the Operating  Partnership sold the land the Stroud, OK center
was  located  on prior to its  destruction  in May  1999 by a  tornado.  The net
proceeds for the property of  approximately  $723,500  were  received in January
2001.  The land and site  work  had a net  book  value of $1.8  million  and the
Operating Partnership recognized a loss on sale of real estate of $1,046,000.

4.   Deferred Charges

Deferred  charges as of December 31, 2000 and 1999 consist of the  following (in
thousands):
<TABLE>
<CAPTION>

                                          2000            1999
-------------------------------- -------------- ---------------
<S>                                    <C>             <C>
Deferred lease costs                   $12,849         $11,110
Deferred financing costs                 6,697           5,866
-------------------------------- -------------- ---------------
                                        19,546          16,976
Accumulated amortization                10,980           8,800
-------------------------------- -------------- ---------------
                                       $ 8,566         $ 8,176
-------------------------------- -------------- ---------------
</TABLE>




                                       F-8
<PAGE>

Amortization of deferred lease costs for the years ended December 31, 2000, 1999
and 1998 was $1,578,000, $1,459,000, and $1,019,000, respectively.  Amortization
of deferred  financing  costs,  included in interest expense in the accompanying
statements of operations,  for the years ended December 31, 2000,  1999 and 1998
was $1,264,000,  $1,005,000, and $1,076,000 respectively.  During 1999 and 1998,
the Operating  Partnership  expensed the remaining  unamortized  financing costs
totaling  $345,000  and  $460,000  related  to debt  extinguished  prior  to its
respective maturity date. Such amounts are shown as an extraordinary item in the
accompanying statements of operations.

5.   Related Party Notes Receivable

In May 2000, the demand notes  receivable  totaling $3.4 million from Stanley K.
Tanger, the Company's  Chairman of the Board and Chief Executive  Officer,  were
converted  into two  separate  term notes of which $2.5  million is due from Mr.
Tanger and $845,000 is due from Steven B. Tanger,  the  Company's  President and
Chief  Operating  Officer.  The  notes  amortize  evenly  over five  years  with
principal and interest at a rate of 8% per annum due quarterly.  The balances of
these notes at December 31, 2000 were $2.1 million and $773,000, respectively.

6.   Asset Write-Down

During  November  2000,  the Operating  Partnership  terminated  its contract to
purchase  an  additional  twelve  acres of land in Dania  Beach/Ft.  Lauderdale,
Florida.  Because  of  this  event,  the  Operating  Partnership  wrote  off all
development  costs associated with the expansion of its site in Ft.  Lauderdale,
as  well  as  additional  costs  associated  with  various  other  non-recurring
development  activities  at other  sites  which  were  discontinued.  The  total
non-cash,  non-recurring  charge for abandoned  development  costs in the fourth
quarter of 2000 was $1.8 million.

During 1998,  the Operating  Partnership  discontinued  the  development  of its
Concord,  North  Carolina,  Romulus,  Michigan and certain other projects as the
economics of these  transactions  did not meet an adequate  return on investment
for the Operating Partnership. As a result, the Operating Partnership recorded a
$2.7  million  charge in the fourth  quarter of 1998 to  write-off  the carrying
amount  of  these  projects,  net of  proceeds  received  from  the  sale of the
Operating  Partnership's  interest in the Concord  project to an unrelated third
party.

7.   Long-term Debt
<TABLE>
<CAPTION>

Long-term debt at December 31, 2000 and 1999 consists of the following (in thousands):
                                                                                   2000            1999
------------------------------------------------------------------------- -------------- ---------------
<S>                                                                            <C>             <C>
8.75% Senior, unsecured notes, maturing March 2001                             $ 75,000        $ 75,000
7.875% Senior, unsecured notes, maturing October 2004                            75,000          75,000
Mortgage notes with fixed interest:
   9.77%, maturing April 2005                                                    15,099          15,351
   9.125%, maturing September 2005                                                9,120           9,460
   7.875%, maturing April 2009                                                   64,980          65,841
   8.86%, maturing September 2010                                                16,614             ---
Mortgage note with variable interest:

    LIBOR plus 1.75%, maturing July 2005                                         29,500             ---
Term note, unsecured, with variable interest:
    LIBOR plus 2.25%, maturing January 2002                                      20,000             ---
Revolving lines of credit with variable interest rates ranging
 .....from either prime less .25% to prime or from LIBOR plus
   1.60% to LIBOR plus 1.80%                                                     41,530          88,995
------------------------------------------------------------------------- -------------- ---------------
                                                                              $ 346,843       $ 329,647
------------------------------------------------------------------------- -------------- ---------------
</TABLE>

The Operating Partnership maintains revolving lines of credit, which provide for
borrowing up to $100 million. The agreements expire at various times through the
year 2002.  Interest is payable based on alternative  interest rate bases at the
Operating  Partnership's  option.  Amounts  available under these  facilities at
December 31, 2000 totaled $58.5 million.  Certain of the Operating Partnership's
properties,  which  had a net book  value of  approximately  $137.8  million  at
December  31,  2000,  serve  as  collateral  for the  fixed  and  variable  rate
mortgages.



                                       F-9
<PAGE>

The credit agreements require the maintenance of certain ratios,  including debt
service  coverage and  leverage,  and limit the payment of  dividends  such that
dividends and distributions will not exceed funds from operations, as defined in
the  agreements,  for the prior  fiscal year on an annual  basis or 95% of funds
from  operations on a cumulative  basis.  All four existing  fixed rate mortgage
notes are with insurance companies and contain prepayment penalty clauses.

In January 2000, the Operating Partnership entered into a $20.0 million two year
unsecured term loan with interest payable at LIBOR plus 2.25%. The proceeds were
used to reduce amounts outstanding under the existing lines of credit.

On  July  28,  2000,  the  Operating   Partnership  entered  into  a  five  year
collateralized  term loan with Wells Fargo Bank for $29.5  million with interest
payable  at  LIBOR  plus  1.75%.  The  proceeds  were  used  to  reduce  amounts
outstanding under the existing lines of credit.

On  August  29,  2000,  the  Operating  Partnership  entered  into  a  ten  year
collateralized  term loan with Woodmen of the World Life  Insurance  Society for
$16.7 million with interest  payable at a fixed rate of 8.86%. The proceeds were
used to reduce amounts outstanding under the existing lines of credit.

On  September  8,  2000,  the  Operating  Partnership  renewed  a  $9.2  million
collateralized  loan with New York Life  Insurance  Company  for five years at a
fixed interest rate of 9.125%.

Maturities of the existing long-term debt are as follows (in thousands):
<TABLE>
<CAPTION>

 Year                                     Amount            %
 ---------------------------------- ------------- ------------
<S>                                     <C>                <C>
 2001                                   $ 76,880           22
 2002                                     63,696           18
 2003                                      2,596            1
 2004                                     77,826           22
 2005                                     51,376           15
 Thereafter                               74,469           22
 ---------------------------------- ------------- ------------
                                       $ 346,843          100
 ---------------------------------- ------------- ------------
</TABLE>


8.   Derivatives and Fair Value of Financial Instruments

In December  2000,  the  Operating  Partnership  entered an  interest  rate swap
agreement  effective  through January 2003 with a notional amount of $25 million
that fixed the 30 day LIBOR index at 5.97%.  At December 31, 2000, the Operating
Partnership would have had to pay $152,800 to terminate the agreement.

In January  2000,  the  Operating  Partnership  entered into  interest rate swap
agreements on notional amounts totaling $20.0 million.  These agreements  mature
in January  2002.  In order to fix the  interest  rate at 8.75%,  the  Operating
Partnership paid $162,000. At December 31, 2000, the Operating Partnership would
have had to pay $146,700 to terminate these agreements.

In June  1999,  the  Operating  Partnership  terminated  an  interest  rate swap
agreement  made in October 1998 effective  through  October 2001 with a notional
amount of $20 million that fixed the 30 day LIBOR index at 5.47%.

The  impact  of all of the  above  agreements  had an  insignificant  impact  on
interest expense during 2000, 1999 and 1998.

The  carrying  amount of cash  equivalents  approximates  fair  value due to the
short-term  maturities  of  these  financial  instruments.  The  fair  value  of
long-term debt at December 31, 2000,  which estimated as present value of future
cash flows, discounted at interest rates available at the reporting date for new
debt of similar type and remaining maturity, was approximately $346.1 million.



                                       F-10
<PAGE>



9.   Partnership Equity

At  December  31,  2000 and  1999,  the  ownership  interests  of the  Operating
Partnership consisted of the following:
<TABLE>
<CAPTION>

                                     2000          1999
--------------------------------------------------------
<S>                                <C>           <C>
Preferred Units                    80,600        85,270
========================================================
Partnership Units:
General partner                   150,000       150,000
Limited partners               10,802,216    10,760,140
--------------------------------------------------------
--------------------------------------------------------
Total                          10,952,216    10,910,140
--------------------------------------------------------
</TABLE>

The Company's Series A Cumulative  Convertible  Redeemable Preferred Shares (the
"Preferred  Shares")  were  sold  to the  public  during  1993  in the  form  of
Depositary  Shares,  each representing 1/10 of a Preferred Share.  Proceeds from
this offering,  net of underwriters  discount and estimated  offering  expenses,
were   contributed  to  the  Operating   Partnership  in  return  for  preferred
partnership Units. The Preferred Shares have a liquidation preference equivalent
to $25 per Depositary Share and dividends  accumulate per Depositary Share equal
to the greater of (i) $1.575 per year or (ii) the dividends on the common shares
or portion thereof, into which a depositary share is convertible.  The Preferred
Shares rank senior to the common  shares in respect of dividend and  liquidation
rights.

The  Preferred  Shares are  convertible  at the option of the holder at any time
into  common  shares  at a rate  equivalent  to  .901  common  shares  for  each
Depositary Share.  Preferred partnership Units are automatically  converted into
limited  partnership  Units to the  extent of any  conversion  of the  Company's
Series A Preferred  Shares into the  Company's  common  shares.  At December 31,
2000,  726,203  common shares of the Company (and 726,203 Units of the Operating
Partnership)  were  reserved  for  the  conversion  of  Depositary  Shares  (and
Preferred Units).  The Preferred Shares and Depositary Shares may be redeemed at
the option of the Company, in whole or in part, at a redemption price of $25 per
Depositary Share, plus accrued and unpaid dividends.

The  Company's  Board of Directors  has  authorized  the  repurchase of up to $6
million of the Company's  common shares.  Proceeds  required to repurchase these
common  shares  are  funded by the  Operating  Partnership  in  exchange  for an
equivalent number of partnership units in the Operating Partnership.  The timing
and amount of purchases  will be at the  discretion of  management.  The Company
purchased  no common  shares  during  2000.  During  1999 and 1998,  the Company
purchased and retired 48,300 and 10,000 common shares at a price of $958,000 and
$216,000,  respectively.  The amount authorized for future repurchases remaining
at December 31, 2000 totaled $4.8 million.



                                       F-11
<PAGE>

10.  Earnings Per Unit

A reconciliation  of the numerators and  denominators in computing  earnings per
unit in accordance  with  Statement of Financial  Accounting  Standards No. 128,
Earnings per Share,  for the years ended December 31, 2000, 1999 and 1998 is set
forth as follows (in thousands, except per unit amounts):
<TABLE>
<CAPTION>

                                                                             2000          1999     1998
--------------------------------------------------------------------------------------------------------------
Numerator:
<S>                                                                       <C>          <C>           <C>
  Income before extraordinary item                                        $ 5,268      $ 21,211      $ 16,103
  Less applicable preferred unit distributions                             (1,823)       (1,917)       (1,911)
--------------------------------------------------------------------------------------------------------------
  Income available to the general and limited partners-
    numerator for basic and diluted earnings per unit                       3,445        19,294        14,192
--------------------------------------------------------------------------------------------------------------
Denominator:
  Basic weighted average partnership units                                 10,928        10,894        10,919
  Effect of outstanding unit options                                           25            10           121
--------------------------------------------------------------------------------------------------------------
  Diluted weighted average partnership units                               10,953        10,904        11,040
--------------------------------------------------------------------------------------------------------------
Basic earnings per unit before extraordinary item                          $ 0.32        $ 1.77        $ 1.30
--------------------------------------------------------------------------------------------------------------
Diluted earnings per unit before extaordinary item                         $ 0.31        $ 1.77        $ 1.28
--------------------------------------------------------------------------------------------------------------
</TABLE>


Options to purchase units excluded from the computation of diluted  earnings per
unit during 2000,  1999 and 1998 because the exercise price was greater than the
average  market  price of the common  shares  totaled  1,197,796,  651,418,  and
244,775 units. The assumed conversion of the preferred units as of the beginning
of the year would have been anti-dilutive.

11.  Employee Benefit Plans

The Company has a  non-qualified  and  incentive  share  option plan ("The Share
Option Plan") and the Operating Partnership has a non-qualified Unit option plan
("The Unit Option  Plan").  Units  received  upon  exercise of Unit  options are
exchangeable  for  common  shares  of the  Company.  The  Operating  Partnership
accounts for these plans under APB Opinion No. 25,  under which no  compensation
cost has been recognized.

Had compensation  cost for these plans been determined for options granted since
January 1, 1995 consistent with Statement of Financial  Accounting Standards No.
123,   Accounting  for  Stock-Based   Compensation  (SFAS  123),  the  Operating
Partnership's  net income and  earnings  per unit would have been reduced to the
following pro forma amounts (in thousands, except per unit amounts):
<TABLE>
<CAPTION>

                                        2000           1999              1998
------------------ ---------------- ------------ ----------------- ----------------

<S>                                      <C>          <C>              <C>
Net income:        As reported           $5,268       $20,866          $15,643
                   Pro forma              4,985        20,599          $15,409

Basic EPS:         As reported           $  .32       $  1.74          $  1.26
                   Pro forma             $  .29       $  1.71          $  1.24

Diluted EPS:       As reported           $  .31       $  1.74          $  1.24
                   Pro forma             $  .29       $  1.71          $  1.23

</TABLE>



                                       F-12
<PAGE>

Because  the SFAS 123  method of  accounting  has not been  applied  to  options
granted prior to January 1, 1995, the resulting pro forma  compensation cost may
not be  representative of that to be expected in future years. The fair value of
each option  grant is  estimated  on the date of grant  using the  Black-Scholes
option pricing model with the following  weighted-average  assumptions  used for
grants in 2000, 1999 and 1998,  respectively:  expected  dividend yields ranging
from 10% to 11%;  expected  lives  ranging  from 5 years  to 7  years;  expected
volatility  ranging from 20% to 23%; and risk-free  interest  rates ranging from
4.72% to 6.61%.

The Company and the Operating  Partnership may issue up to a combined  1,750,000
shares and units  under The Share  Option  Plan and The Unit  Option  Plan.  The
Company and the Operating  Partnership have granted  1,537,950  options,  net of
options  forfeited,  through  December  31, 2000.  Under both plans,  the option
exercise price is determined by the Share and Unit Option Committee of the Board
of Directors.  Non-qualified share and Unit options granted expire 10 years from
the date of grant and 20% of the options become exercisable in each of the first
five years commencing one year from the date of grant.

Options  outstanding at December 31, 2000 have exercise  prices between  $18.625
and  $31.25,  with a weighted  average  exercise  price of $23.63 and a weighted
average remaining contractual life of 5.7 years.

Unamortized share compensation, which relates to options that were granted at an
exercise  price  below the fair  market  value at the time of  grant,  was fully
amortized in 1998. Compensation expense recognized during 1998 was $195,000.

A summary of the status of the  Operating  Partnership's  plan at  December  31,
2000,  1999 and 1998 and changes during the years then ended is presented in the
table and narrative below:
<TABLE>
<CAPTION>
                                                  2000                        1999                       1998
                                           --------------------       ---------------------    --------- ------------
                                            Units      Wtd Avg          Units     Wtd Avg         Units     Wtd Avg
                                                       Ex Price                   Ex Price                  Ex Price
------------------------------------- ------------- ------------- ------------ ------------- ----------- -----------
<S>                                      <C>           <C>          <C>           <C>           <C>         <C>
Outstanding at beginning                 1,227,490     $ 24.55      1,030,660     $ 25.16       847,230     $ 23.67
   of year
Granted                                    225,200       18.63        226,800       22.13       262,600       30.15
Exercised                                                  ---            (500)     23.80       (28,280)      23.94
                                           ---
Forfeited                                  (45,820)      23.72        (29,470)      26.94       (50,890)      26.94
------------------------------------- -------------- ---------- -------------- ----------- ------------- -----------
Outstanding at end of year                1,406,870    $ 23.63      1,227,490     $ 24.55     1,030,660     $ 25.16
------------------------------------- -------------- ---------- -------------- ----------- ------------- -----------
Exercisable at end of year                  858,230    $ 24.19        718,630     $ 23.97       592,320     $ 23.41
Weighted average fair value
   of options granted                        $ 1.20                    $ 1.05                   $ 1.60
</TABLE>

The  Operating  Partnership  has a  qualified  retirement  plan,  with a  salary
deferral  feature designed to qualify under Section 401 of the Code (the "401(k)
Plan"),  which covers  substantially all officers and employees of the Operating
Partnership.  The 401(k) Plan permits employees of the Operating Partnership, in
accordance with the provisions of Section 401(k) of the Code, to defer up to 20%
of their  eligible  compensation  on a pre-tax basis subject to certain  maximum
amounts.  Employee  contributions  are  fully  vested  and  are  matched  by the
Operating  Partnership  at a rate  of  compensation  deferred  to be  determined
annually at the Operating Partnership's discretion. The matching contribution is
subject to vesting under a schedule  providing for 20% annual  vesting  starting
with  the  third  year of  employment  and 100%  vesting  after  seven  years of
employment.  The employer matching contribution expense for the years 2000, 1999
and 1998 was immaterial.



                                       F-13
<PAGE>

12.  Supplementary Income Statement Information

The following amounts are included in property  operating expenses for the years
ended December 31, 2000, 1999 and 1998 (in thousands):
<TABLE>
<CAPTION>

                                       2000          1999         1998
-------------------------------- ------------- ------------ ------------
<S>                                   <C>          <C>          <C>
Advertising and promotion             $ 9,114      $ 8,579      $ 9,069
Common area maintenance                13,777       12,296       11,929
Real estate taxes                       7,434        7,396        6,202
Other operating expenses                3,298        2,314        1,906
-------------------------------- ------------- ------------ ------------
                                     $ 33,623     $ 30,585     $ 29,106
-------------------------------- ------------- ------------ ------------
</TABLE>

13.  Lease Agreements

The Operating Partnership is the lessor of a total of 1,165 stores in 29 factory
outlet centers,  under operating leases with initial terms that expire from 2001
to 2018. Most leases are renewable for five years at the lessee's option. Future
minimum lease receipts under noncancellable  operating leases as of December 31,
2000 are as follows (in thousands):
<TABLE>
<CAPTION>

<S>                               <C>
  2001                            $ 67,633
  2002                              58,755
  2003                              44,518
  2004                              32,396
  2005                              18,855
  Thereafter                        42,782
  -------------------- --------------------
                                 $ 264,939
  -------------------- --------------------
</TABLE>

14.  Commitments and Contingencies

At December 31, 2000,  commitments  for  construction  of new  developments  and
additions  to existing  properties  amounted to $4.0  million.  Commitments  for
construction represent only those costs contractually required to be paid by the
Operating Partnership.

The Operating Partnership purchased the rights to lease land on which two of the
outlet centers are situated for  $1,520,000.  These  leasehold  rights are being
amortized  on a  straight-line  basis over 30 and 40 year  periods.  Accumulated
amortization   was  $615,000  and  $566,000  at  December  31,  2000  and  1999,
respectively.

The Operating Partnership's  noncancellable operating leases, with initial terms
in excess of one year,  have terms that expire from 2000 to 2085.  Annual rental
payments for these leases aggregated $2,023,000, $1,481,000, and $1,090,000, for
the years ended December 31, 2000,  1999 and 1998,  respectively.  Minimum lease
payments for the next five years and thereafter are as follows (in thousands):
<TABLE>
<CAPTION>
<S>                              <C>
2001                             $ 2,131
2002                               2,073
2003                               1,877
2004                               1,813
2005                               1,806
Thereafter                        66,210
------------------- ---------------------
                                $ 75,910
------------------- ---------------------
</TABLE>

The Operating  Partnership is also subject to legal proceedings and claims which
have arisen in the  ordinary  course of its  business  and have not been finally
adjudicated.  In management's  opinion, the ultimate resolution of these matters
will  have  no  material  effect  on  the  Operating  Partnership's  results  of
operations or financial condition.



                                       F-14
<PAGE>



15. Subsequent Event

On February 9, 2001,  the  Operating  Partnership  issued $100 million of 9.125%
senior,  unsecured notes, maturing on February 15, 2008. The net proceeds of $97
million  were used to repay all of the  outstanding  indebtedness  under our $75
million 8.75%  senior,  unsecured  notes which were due March 11, 2001.  The net
proceeds  were also used to repay the $20 million LIBOR plus 2.25% term loan due
January 2002. The interest rate swap  agreements  associated with this debt were
terminated  in February 2001 at a cost of $295,200.  In addition,  approximately
$77,000 of unamortized costs related to fixing the interest rate and $103,000 of
unamortized debt issuance costs were written off in February 2001. The remaining
proceeds were used for general operating purposes.



                                       F-15
<PAGE>





                        REPORT OF INDEPENDENT ACCOUNTANTS

                         ON FINANCIAL STATEMENT SCHEDULE

To the Partners of Tanger Properties
Limited Partnership

Our audits of the financial  statements  referred to in our report dated January
18, 2001, except for the information presented in Note 15, for which the date is
March 12,  2001,  appearing in the 2000 Form 10-K of Tanger  Properties  Limited
Partnership also include an audit of the financial statement schedule, listed in
Item  14(a)(2)  of this  Form  10-K in our  opinion,  this  financial  statement
schedule  presents  fairly in all material  respects the  information  set forth
therein when read in conjunction with the related financial statements.

PricewaterhouseCoopers LLP

Greensboro, North Carolina

January 18, 2001, except for the information  presented in Note 15 for which the
date is March 12, 2001



                                       F-16
<PAGE>




                                     F - 18

<TABLE>
<CAPTION>


                      TANGER PROPERTIES LIMITED PARTNERSHIP
                                  SCHEDULE III
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                      For the Year Ended December 31, 2000
                                 (In thousands)

------------------------------------- ----------- ----------------------- ----- -------------- ------------------------------------
                                                                            Costs Capitalized           Gross Amount Carried
                                                                              Subsequent to                 at Close of
                                                       Initial cost            Acquisition                     Period
          Description                                   to Company            (Improvements)                12/31/00 (1)
------------------------------------- ----------- ----------------------- -------------------- ------------------------------------


                                                              Buildings,            Buildings,               Buildings,
Outlet Center                                                Improvements          Improvements             Improvements
     Name            Location         Encumbrances   Land     & Fixtures     Land   & Fixtures    Land      & Fixtures       Total
----------------- ------------------- ----------- --------- ------------- -------- ----------- --------- --------------- ----------
<S>               <C>                    <C>        <C>         <C>         <C>        <C>       <C>            <C>         <C>
Barstow           Barstow, CA                 --    $3,941      $ 12,533    $ ---      $1,101    $3,941         $13,634     $17,575
----------------- ------------------- ----------- --------- ------------- -------- ----------- --------- --------------- ----------
Blowing Rock      Blowing Rock, NC       $ 9,898     1,963         9,424      ---       2,063     1,963          11,487      13,450
----------------- ------------------- ----------- --------- ------------- -------- ----------- --------- --------------- ----------
Boaz              Boaz, AL                   ---       616         2,195      ---       2,020       616           4,215       4,831
----------------- ------------------- ----------- --------- ------------- -------- ----------- --------- --------------- ----------
Bourne            Bourne, MA                 ---       899         1,361      ---         284       899           1,645       2,544
----------------- ------------------- ----------- --------- ------------- -------- ----------- --------- --------------- ----------
Branch            North Branch, MN           ---       247         5,644      249       3,320       496           8,964       9,460
----------------- ------------------- ----------- --------- ------------- -------- ----------- --------- --------------- ----------
Branson           Branson, MO                ---     4,557        25,040      ---       6,973     4,557          32,013      36,570
----------------- ------------------- ----------- --------- ------------- -------- ----------- --------- --------------- ----------
Casa Grande       Casa Grande, AZ            ---       753         9,091      ---       1,790       753          10,881      11,634
----------------- ------------------- ----------- --------- ------------- -------- ----------- --------- --------------- ----------
Clover            North Conway, NH           ---       393           672      ---         246       393             918       1,311
----------------- ------------------- ----------- --------- ------------- -------- ----------- --------- --------------- ----------
Commerce I        Commerce, GA             9,120       755         3,511      492       9,277     1,247          12,788      14,035
----------------- ------------------- ----------- --------- ------------- -------- ----------- --------- --------------- ----------
Commerce II       Commerce, GA            29,500     1,262        14,046      541      17,527     1,803          31,573      33,376
----------------- ------------------- ----------- --------- ------------- -------- ----------- --------- --------------- ----------
Dalton            Dalton, GA              11,506     1,641        15,596      ---          64     1,641          15,660      17,301
----------------- ------------------- ----------- --------- ------------- -------- ----------- --------- --------------- ----------
Ft. Lauderdale    Ft. Lauderdale, FL                 9,412         6,986      ---          17     9,412           7,003      16,415
----------------- ------------------- ----------- --------- ------------- -------- ----------- --------- --------------- ----------
Gonzales          Gonzales, LA               ---       876        15,895       17       5,008       893          20,903      21,796
----------------- ------------------- ----------- --------- ------------- -------- ----------- --------- --------------- ----------
Kittery-I         Kittery, ME              6,547     1,242         2,961      229       1,297     1,471           4,258       5,729
----------------- ------------------- ----------- --------- ------------- -------- ----------- --------- --------------- ----------
Kittery-II        Kittery, ME                ---       921         1,835      529         495     1,450           2,330       3,780
----------------- ------------------- ----------- --------- ------------- -------- ----------- --------- --------------- ----------
Lancaster         Lancaster, PA           15,099     3,691        19,907      ---      11,110     3,691          31,017      34,708
----------------- ------------------- ----------- --------- ------------- -------- ----------- --------- --------------- ----------
LL Bean           North Conway, NH           ---     1,894         3,351      ---       1,037     1,894           4,388       6,282
----------------- ------------------- ----------- --------- ------------- -------- ----------- --------- --------------- ----------
Locust Grove      Locust Grove, GA           ---     2,558        11,801      ---       7,822     2,558          19,623      22,181
----------------- ------------------- ----------- --------- ------------- -------- ----------- --------- --------------- ----------
Martinsburg       Martinsburg, WV            ---       800         2,812      ---       1,256       800           4,068       4,868
----------------- ------------------- ----------- --------- ------------- -------- ----------- --------- --------------- ----------
Nags Head         Nags Head, NC            6,716     1,853         6,679      ---       1,433     1,853           8,112       9,965
----------------- ------------------- ----------- --------- ------------- -------- ----------- --------- --------------- ----------
Pigeon Forge      Pigeon Forge, TN           ---       299         2,508      ---       2,007       299           4,515       4,814
----------------- ------------------- ----------- --------- ------------- -------- ----------- --------- --------------- ----------
Riverhead         Riverhead, NY              ---       ---        36,374    6,152      70,854     6,152         107,228     113,380
----------------- ------------------- ----------- --------- ------------- -------- ----------- --------- --------------- ----------
San Marcos        San Marcos, TX          19,543     1,801         9,440       17      30,202     1,818          39,642      41,460
----------------- ------------------- ----------- --------- ------------- -------- ----------- --------- --------------- ----------
Sanibel           Sanibel, FL                ---     4,916        23,196      ---       2,524     4,916          25,720      30,636
----------------- ------------------- ----------- --------- ------------- -------- ----------- --------- --------------- ----------
Sevierville       Sevierville, TN            ---       ---        18,495      ---      25,713       ---          44,208      44,208
----------------- ------------------- ----------- --------- ------------- -------- ----------- --------- --------------- ----------
Seymour           Seymour, IN                ---     1,671        13,249      ---         693     1,671          13,942      15,613
----------------- ------------------- ----------- --------- ------------- -------- ----------- --------- --------------- ----------
Terrell           Terrell, TX                ---       778        13,432      ---       4,742       778          18,174      18,952
----------------- ------------------- ----------- --------- ------------- -------- ----------- --------- --------------- ----------
West Branch       West Branch, MI          7,304       350         3,428      121       4,507       471           7,935       8,406
----------------- ------------------- ----------- --------- ------------- -------- ----------- --------- --------------- ----------
Williamsburg      Williamsburg, IA        20,080       706         6,781      716      11,445     1,422          18,226      19,648
----------------- ------------------- ----------- --------- ------------- -------- ----------- --------- --------------- ----------
                                       $ 135,313  $ 50,795      $298,243   $9,063    $226,827   $59,858        $525,070    $584,928
----------------- ------------------- ----------- --------- ------------- -------- ----------- --------- --------------- ----------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                      TANGER PROPERTIES LIMITED PARTNERSHIP
                                  SCHEDULE III
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                      For the Year Ended December 31, 2000
                                 (In thousands)

                                              Life Used to
                                                Compute
                                              Depreciation
Outlet Center     Accumulated     Date of       in Income
     Name         Depreciation  Construction    Statement
------------------------------ ------------- --------------
<S>                    <C>         <C>            <C>
Barstow                $4,103      1995           (2)
------------------------------ ------------- --------------
Blowing Rock            1,236      1997 (3)       (2)
------------------------------ ------------- --------------
Boaz                    1,863      1988           (2)
------------------------------ ------------- --------------
Bourne                    825      1989           (2)
------------------------------ ------------- --------------
Branch                  3,417      1992           (2)
------------------------------ ------------- --------------
Branson                 9,423      1994           (2)
------------------------------ ------------- --------------
Casa Grande             4,639      1992           (2)
------------------------------ ------------- --------------
Clover                    476      1987           (2)
------------------------------ ------------- --------------
Commerce I              4,480      1989           (2)
------------------------------ ------------- --------------
Commerce II             6,261      1995           (2)
------------------------------ ------------- --------------
Dalton                  1,466      1998 (3)       (2)
------------------------------ ------------- --------------
Ft. Lauderdale            307      1999 (3)       (2)
------------------------------ ------------- --------------
Gonzales                7,624      1992           (2)
------------------------------ ------------- --------------
Kittery-I               2,375      1986           (2)
------------------------------ ------------- --------------
Kittery-II              1,019      1989           (2)
------------------------------ ------------- --------------
Lancaster               7,310      1994 (3)       (2)
------------------------------ ------------- --------------
LL Bean                 2,001      1988           (2)
------------------------------ ------------- --------------
Locust Grove            5,464      1994           (2)
------------------------------ ------------- --------------
Martinsburg             2,063      1987           (2)
------------------------------ ------------- --------------
Nags Head               1,097      1997 (3)       (2)
------------------------------ ------------- --------------
Pigeon Forge            1,995      1988           (2)
------------------------------ ------------- --------------
Riverhead              19,150      1993           (2)
------------------------------ ------------- --------------
San Marcos              6,110      1993           (2)
------------------------------ ------------- --------------
Sanibel                 1,956      1998 (3)       (2)
------------------------------ ------------- --------------
Sevierville             4,750      1997 (3)       (2)
------------------------------ ------------- --------------
Seymour                 4,646      1994           (2)
------------------------------ ------------- --------------
Terrell                 5,699      1994           (2)
------------------------------ ------------- --------------
West Branch             3,054      1991           (2)
------------------------------ ------------- --------------
Williamsburg            7,556      1991           (2)
------------------------------ ------------- --------------
                     $122,365
------------------------------ ------------- --------------
</TABLE>

                                       F-17
<PAGE>



(1)  Aggregate   cost  for  federal   income  tax   purposes  is   approximately
     $583,251,000

(2)  The Company  generally uses estimated lives ranging from 25 to 33 years for
     buildings and 15 years for land improvements.  Tenant finishing  allowances
     are depreciated over the initial lease term.

(3)  Represents year acquired



                                       F-18
<PAGE>



                      TANGER PROPERTIES LIMITED PARTNERSHIP
                           SCHEDULE III - (Continued)
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                      For the Year Ended December 31, 2000
                                 (In Thousands)

The changes in total real estate for the three years ended December 31, 2000 are
as follows:
<TABLE>
<CAPTION>

                                                       2000             1999              1998
                                              -------------- ---------------- -----------------
<S>                                                <C>              <C>              <C>
        Balance, beginning of year                 $566,216         $529,247         $ 454,708
        Acquisition of real estate                      ---           15,500            44,650
        Improvements                                 39,701           31,343            31,599
        Dispositions and other                     (20,989)          (9,874)           (1,710)
                                              -------------- ---------------- -----------------
        Balance, end of year                       $584,928         $566,216         $ 529,247
                                              ============== ================ =================
</TABLE>


The changes in accumulated  depreciation  for the three years ended December 31,
2000 are as follows:
<TABLE>
<CAPTION>
                                                       2000             1999             1998
                                              -------------- ---------------- ----------------
<S>                                               <C>                <C>             <C>
        Balance, beginning of year                $ 104,511          $84,685         $ 64,177
        Depreciation for the period                  24,239           23,095           20,873
        Dispositions and other                      (6,385)          (3,269)            (365)
                                              -------------- ---------------- ----------------
        Balance, end of year                       $122,365         $104,511         $ 84,685
                                              ============== ================ ================
</TABLE>