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United StatesSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.  20549FORM 10-K/A(Amendment No.1)[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2007OR[  ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934For the transition period from _________ to _________  Commission file numbers:333-136448333-128160-0133-99736-01333-3526-01333-39365-01333-61394-01    TANGER PROPERTIES LIMITED PARTNERSHIP(Exact name of Registrant as specified in its charter)    North Carolina56-1822494(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)    3200 Northline Avenue, Suite 360(336) 292-3010Greensboro, NC 27408(Registrant’s telephone number)(Address of principal executive offices)      Securities registered pursuant to Section 12(b) of the Act: None    Securities registered pursuant to Section 12(g) of the Act:  NoneIndicate by check mark if the registrant is well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes  o  No  ýIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes o  No ýIndicate 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 ý   No oIndicate 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. oIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of“large accelerated filer”, “accelerated filer: and “smaller reporting company” (as defined in Rule 12b-2 of the Securities and Exchange Act of 1934). o  Large accelerated filer  o Accelerated filer ý Non-accelerated filer o Smaller reporting companyIndicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act).   Yes o  No ýDocuments Incorporated By ReferencePart III incorporates certain information by reference from the definitive proxy statement of Tanger Factory Outlet Centers, Inc. to be filed with respect to the Company’s Annual Meeting of Shareholders to be held May 16, 2008.      EXPLANATORY NOTEWe are filing this Amendment No. 1 (the “Form 10-K/A”) to our Annual Report on Form 10-K for the year ended December 31, 2007 (the “2007 Form 10-K”), as filed with the Securities and Exchange Commission, or the SEC, on February 28, 2008, to amend the certifications of the Chief Executive Officer and the Principal Financial and Accounting Officer originally filed as Exhibits 31.1 and 31.2, which inadvertently included an incorrect version of paragraph 5 of the certification.  This Form 10-K/A is solely limited to correcting the certifications. Since this Form 10-K/A does not reflect events occurring after the filing of the 2007 Form 10-K or modify or update those disclosures affected by subsequent events, all information other than the language of the certifications is unchanged.PART IIItem 9A.                      Controls and Procedures(a)Evaluation of disclosure control procedures.  The Chief Executive Officer, Steven B. Tanger, and Vice President, Treasurer and Assistant Secretary, Frank C. Marchisello Jr., (Principal Financial and Accounting Officer) of Tanger GP Trust, sole general partner of the registrant, evaluated the effectiveness of the registrant’s disclosure controls and procedures on December 31, 2007 and concluded that, as of that date, the registrant’s disclosure controls and procedures were effective to ensure that the information the registrant is required to disclose in its filings with the Securities and Exchange Commission under the Securities and Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and to ensure that information required to be disclosed by the registrant in the reports that it files under the Exchange Act is accumulated and communicated to the registrant’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.(b)  Management’s report on internal control over financial reporting.Internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, is a process designed by, or under the supervision of, the chief executive officer and chief financial officer of the Operating Partnership’s general partner, or persons performing similar functions, and effected by the board of trustees, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  The Operating Partnership’s management, with the participation of the chief executive officer and principal financial and accounting officer of the Operating Partnership’s general partner, has established and maintained policies and procedures designed to maintain the adequacy of the Company’s internal control over financial reporting, and includes those policies and procedures that:  (1)Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Operating Partnership;   (2)Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Operating Partnership are being made only in accordance with authorizations of management and directors of the Operating Partnership; and  (3)Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Operating Partnership’s assets that could have a material effect on the financial statements.      The management of the Operating Partnership’s general partner has evaluated the effectiveness of the Operating Partnership’s internal control over financial reporting as of December 31, 2007 based on the criteria established in a report entitled Internal Control—Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  Based on our assessment and those criteria, the management of the Operating Partnership’s general partner has concluded that the Operating Partnership’s internal control over financial reporting was effective as of December 31, 2007.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures maydeteriorate. The effectiveness of the Operating Partnership’s internal control over financial reporting as of December 31, 2007 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears under Item15 of the 2007 Form 10-K. (c)There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter ended December 31, 2007 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.    PART IV Item 15. Exhibits and Financial StatementsExhibitsExhibit No.                                                      Description31.1Principal Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002.    31.2Principal Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002.SIGNATURESPursuant 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 PARTNERSHIPBy:  /s/ Steven B. Tanger                                                         Steven B. TangerPresident and Chief Executive Officer Tanger GP Trust, sole general partner of the RegistrantFebruary 20, 2009
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