UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

---

FORM 10-Q

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2002
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 No. 33-98136
CPG PARTNERS, L.P.(Exact name of registrant as specified in its charter)

|Delaware(State or other jurisdiction
of incorporation or organization) | 22-3258100(I.R.S. Employer
Identification No.)
|---------------------------------------------------------------------- | ----------------------------------------------

103 Eisenhower Parkway, Roseland, New Jersey 07068(Address of principal executive offices - zip code)(973) 228-6111(Registrant's telephone number, including area code)

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.

There are no outstanding shares of Common Stock or voting securities.

---

CPG Partners, L.P.

Index

Part I. Financial Information

|Item 1. | Financial Statements (Unaudited) | Page
|------- | -------------------------------- | ----

| | Condensed Consolidated Balance Sheets
     as of September 30, 2002 and December 31, 2001 | 3
| | ----------------------------------------------------------------------------------------- | -

| | Condensed Consolidated Statements of Income
     for the three and nine months ended September 30, 2002 and 2001 | 4
| | ---------------------------------------------------------------------------------------------------------------- | -

| | Condensed Consolidated Statements of Cash Flows
     for the nine months ended September 30, 2002 and 2001 | 5
| | ---------------------------------------------------------------------------------------------------------- | -

| | Notes to Condensed Consolidated Financial Statements | 6
| | ---------------------------------------------------- | -

|Item 2. | Management's Discussion and Analysis of Financial Condition
     and Results of Operations | 20
|------- | ------------------------------------------------------------------------------------------ | --

|Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 28
|------- | ---------------------------------------------------------- | --

|Item 4. | Controls and Procedures | 28
|------- | ----------------------- | --

|Part II. | Other Information | 
|-------- | ----------------- | 

|Item 6. | Exhibits and Reports on Form 8-K | 29
|------- | -------------------------------- | --

|Signatures | 30
|---------- | --

|Officer Certifications | 31
|---------------------- | --

Item 1. Financial Statements

CPG Partners, L.P.
Condensed Consolidated Balance Sheets(In thousands, except per unit data)

`September 30,           December 31,
                                                                                2002                   2001
                                                                         -----------------      -----------------
                                                                            (Unaudited)
Assets:
Rental properties:
     Land................................................................      $216,763               $160,458
     Depreciable property................................................     1,324,535                967,448
                                                                            --------------         --------------
Total rental property....................................................     1,541,298              1,127,906
Accumulated depreciation.................................................      (269,849)              (217,462)
                                                                            --------------         --------------
Rental properties, net...................................................     1,271,449                910,444
Cash and cash equivalents................................................        13,693                 24,604
Restricted cash-escrows..................................................         4,212                  3,347
Investments in unconsolidated affiliates.................................        74,093                 93,689
Notes receivable-related parties.........................................         2,746                  3,281
Deferred costs, net......................................................        15,835                 22,534
Other assets.............................................................        48,656                 41,409
                                                                            --------------         --------------
Total assets.............................................................    $1,430,684             $1,099,308
                                                                            ==============         ==============


Liabilities and partners' capital:
Liabilities:
     Unsecured bank debt.................................................       $97,035                 $5,035
     Unsecured notes.....................................................       472,647                373,294
     Mortgage debt.......................................................       307,677                170,209
     Construction payables...............................................         8,034                  8,001
     Accounts payable and accrued expenses...............................        36,026                 47,039
     Accrued dividend and distribution payable...........................        22,711                  3,851
     Other liabilities...................................................        22,676                 16,817
                                                                            --------------         --------------
Total liabilities........................................................       966,806                624,246

Commitments and contingencies


Partners' capital:
General partner units outstanding, 37,957 in 2002 and 37,540 in 2001.....       355,981                362,402
Limited partners units outstanding 6,273 in 2002 and 6,300 in 2001.......        52,171                 52,825
Preferred partner units outstanding, 1,300 in 2002 and 2001 .............        63,315                 63,315
Officer loan ............................................................          (488)                     -
Accumulated other comprehensive loss ....................................        (7,101)                (3,480)
                                                                            --------------         --------------
Total partners' capital..................................................       463,878                475,062
                                                                            --------------         --------------
Total liabilities and partners' capital..................................    $1,430,684             $1,099,308
                                                                            ==============         ==============`

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

CPG Partners, L.P.
Condensed Consolidated Statements of Income
for the Three and Nine Months Ended September 30, 2002 and 2001
(Unaudited)(In thousands, except per unit data)

`Three Months Ended             Nine Months Ended
                                                                September 30,                  September 30,
                                                             2002             2001          2002          2001
                                                         --------------   -------------   -----------   -----------
Revenues:
   Base rent.......................................          $46,968          $30,528      $128,776       $87,930
   Percentage rent.................................            5,402            4,051        12,952         9,851
   Expense reimbursements..........................           16,128           11,581        43,265        34,002
   Other income....................................            2,991            2,905         8,207         8,403
                                                         -------------    -------------   -----------   -----------
Total revenues.....................................           71,489           49,065       193,200       140,186
                                                         -------------    -------------   -----------   -----------

Expenses:
   Operating and maintenance.......................           19,389           12,779        53,779        37,505
   Depreciation and amortization...................           15,045           12,174        42,229        35,479
   General and administrative......................            1,558              622         4,996         3,053
   Other...........................................            1,027              473         3,221         1,713
                                                         ------------     -------------   -----------   -----------
Total expenses.....................................           37,019           26,048       104,225        77,750
                                                         ------------     -------------   -----------   -----------

Income before unconsolidated investments and
interest expense...................................           34,470           23,017        88,975        62,436

Income from unconsolidated investments.............            2,032            3,953         8,784        10,509
Loss from Chelsea Interactive......................           (3,790)          (1,477)      (10,266)       (3,447)
Gain on sale of unconsolidated investment..........           10,911                -        10,911             -
Interest expense...................................          (13,098)          (8,891)      (33,691)      (26,326)
                                                         -------------    -------------   -----------   -----------

Net income.........................................           30,525           16,602        64,713        43,172

Preferred dividend.................................           (2,297)          (2,509)       (6,974)       (7,527)
                                                         -------------    -------------   -----------   -----------

Net income to common unitholders                             $28,228          $14,093       $57,739       $35,645
                                                         =============    =============   ===========   ===========

Net income to common unitholders:
General partner....................................          $24,223          $11,838       $49,518       $29,818
Limited partners...................................            4,005            2,255         8,221         5,827
                                                         -------------    -------------   -----------   -----------
Total..............................................          $28,228          $14,093       $57,739       $35,645
                                                         =============    =============   ===========   ===========

Net income per common unit:
General partner....................................            $0.64            $0.36         $1.31         $0.92
Limited partners...................................            $0.64            $0.36         $1.31         $0.92

Weighted average units outstanding:
General partner....................................           37,950           33,136        37,799        32,538
Limited partners...................................            6,274            6,310         6,285         6,378
                                                         -------------    -------------   -----------   -----------
Total..............................................           44,224           39,446        44,084        38,916`

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

CPG Partners, L.P.
Condensed Consolidated Statements of Cash Flows
for the Nine Months Ended September 30, 2002 and 2001
(Unaudited)(In thousands)

`2002              2001
                                                                               ------------     -------------
   Cash flows from operating activities
   Net income...............................................................    $64,713             $43,172
   Adjustments to reconcile net income to net cash
      provided by operating activities:
     Depreciation and amortization..........................................     42,229              35,479
     Equity-in-earnings of unconsolidated investments in
         excess of distributions received...................................     (2,148)             (1,956)
     Loss from Chelsea Interactive..........................................     10,266               3,447
     Gain on sale of unconsolidated investment..............................    (10,911)                  -
     Proceeds from non-compete receivable...................................      4,300               4,600
     Amortization of non-compete revenue....................................     (3,852)             (3,852)
     Additions to deferred lease costs......................................       (603)               (391)
     Other operating activities.............................................       (641)               (349)
     Changes in assets and liabilities:
        Straight-line rents.................................................     (2,441)             (1,181)
        Due from affiliates.................................................       (806)               (787)
         Other assets.......................................................      3,118               4,670
         Deferred incentive compensation payout.............................    (14,401)                  -
         Accounts payable and accrued expenses..............................     (4,747)             (1,310)
                                                                               -------------     -------------
   Net cash provided by operating activities................................     84,076              81,542
                                                                               -------------     -------------

   Cash flows from investing activities
   Additions to rental properties...........................................   (133,502)            (89,572)
   Proceeds from sale of centers............................................      6,873                   -
   Additions to investments in unconsolidated affiliates....................    (26,098)            (15,960)
   Proceeds from sale of investment in unconsolidated affiliate.............     11,293                   -
   Distributions from investments in
         unconsolidated affiliates in excess of earnings....................        337               5,090
   Additions to deferred development costs..................................       (718)             (6,074)
   Payments from loans to  related parties..................................      1,085               1,725
   Loans to related parties.................................................       (550)             (2,750)
                                                                               -------------     -------------
   Net cash used in investing activities....................................   (141,280)           (107,541)
                                                                               -------------     -------------

   Cash flows from financing activities
   Debt proceeds............................................................    233,324             175,155
   Repayment of debt........................................................   (132,400)           (134,750)
   Net proceeds from sale of the Company's common stock.....................      5,089              26,110
   Distributions............................................................    (48,851)            (40,208)
   Redemption of the Company's preferred stock..............................     (9,654)                  -
   Additions to deferred financing costs....................................     (1,215)             (2,054)
                                                                               --------------     -------------
   Net cash provided by financing activities................................     46,293              24,253
                                                                               -------------      -------------

   Net decrease in cash and cash equivalents................................    (10,911)             (1,746)
   Cash and cash equivalents, beginning of period...........................     24,604              18,036
                                                                               -------------     -------------
   Cash and cash equivalents, end of period.................................    $13,693             $16,290
                                                                               =============     =============

   Non-cash investing activities:
         Additions to rental properties on consolidation of properties
         previously held as investments in unconsolidated affiliates           $275,960
                                                                               ============
   Non-cash financing activities:
         Assumption of mortgage loan payable on consolidation of properties
         previously held as investments in unconsolidated affiliates           $228,026
                                                                               ============`

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

CPG Partners, L.P.

Notes to Condensed Consolidated Financial Statements
(Unaudited)

1. Organization and Basis of Presentation

CPG Partners, L.P. (the "Operating Partnership" or "OP") is an
operating partnership that specializes in owning, developing, leasing, marketing
and managing upscale and fashion-oriented manufacturers' outlet centers. As of
September 30, 2002, the OP wholly or partially owned 54 centers in 28 states and
Japan containing approximately 12.5 million square feet of gross leasable area
("GLA"). The OP's portfolio is comprised of 27 Premium Outlet Centers containing
8.4 million square feet of GLA, (the "Premium Properties") and 27 other retail
centers containing approximately 4.1 million square feet of GLA ("Other
Properties") (collectively the "Properties"). The OP's Premium Properties
generated 85% of the retail net operating income for the nine months ended
September 30, 2002. These Premium Properties generally are located near
metropolitan areas including New York City, Los Angeles, Boston, Washington,
D.C., San Francisco, Sacramento, Cleveland, Atlanta, Dallas, Portland (Oregon),
Tokyo and Osaka, Japan. Some Premium Properties are also located within 20 miles
of major tourist destinations including Palm Springs, Napa Valley, Orlando, and
Honolulu.

The sole general partner in the OP, Chelsea Property Group, Inc.
(the "Company") is a self-administered and self-managed Real Estate Investment
Trust ("REIT").

The OP has developed a technology-based e-commerce platform
through an unconsolidated affiliate, Chelsea Interactive, Inc. ("Chelsea
Interactive"). This platform provides fashion and other retail brands with their
own customized direct-to-the-consumer Internet online stores, incorporating
e-commerce design, development, fulfillment and customer services.

On May 1, 2002, the Company declared a 2-for-1 stock split
of the Company's common shares. The OP simultaneously declared a  2-for-1 split
of the OP's Limited Partner units. The stock/unit dividend was paid May 28, 2002
to shareholders/unitholders of record on May 14, 2002. All amounts in the
accompanying financial statements reflect the stock/unit split.

Disclosure about the fair value of financial instruments is
based on pertinent information available to management as of September 30, 2002,
using available market information and appropriate valuation methodologies.
Although management is not aware of any factors that would significantly affect
the reasonable fair value amounts, such amounts have not been comprehensively
revalued for purposes of these financial statements since such date and current
estimates of fair value may differ significantly from the amounts presented
herein.

Common ownership of the OP as of September 30, 2002 was
approximately as follows:

| | General Partner 
Limited Partners Total | 85.8%   14.2%100.0% | 37,957,0006,273,00044,230,000 | units
units | 
| | --------------------------------------- | ------------------- | ----------------------------- | ----------- | 

The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with accounting principles generally
accepted in the United States for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and notes required by accounting principles
generally accepted in the United States for complete financial statements. In
the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for fair presentation have been included.

Notes to Condensed Consolidated Financial Statements
(Unaudited)

1. Organization and Basis of Presentation (continued)

Operating results for the three and nine month periods ended
September 30, 2002 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2002. The balance sheet at December
31, 2001 has been derived from the audited financial statements at that date but
does not include all of the information and footnotes required by accounting
principles generally accepted in the United States for complete financial
statements. These financial statements should be read in conjunction with the
consolidated financial statements and accompanying notes included in the OP's
Annual Report on Form 10-K for the year ended December 31, 2001.

In October 2001, the FASB issued Statement of Financial
Accounting Standard ("SFAS") No. 144, "Accounting for the Impairment or Disposal
of Long-Lived Assets", which addresses financial accounting and reporting for
the impairment or disposal of long-lived assets. This standard harmonizes the
accounting for impaired assets and resolves some of the implementation issues as
originally described in SFAS 121. The new standard became effective and was
adopted by the OP on January 1, 2002. The adoption of this pronouncement did not
have a material impact on the OP's results of operations or financial position.

In May 2002, the FASB issued SFAS No. 145, "Reporting Gains and
Losses from Extinguishment of Debt", which rescinded SFAS No. 4, No. 44 and No.
64 and amended SFAS No. 13. The new standard addresses the income statement
classification of gains or losses from the extinguishment of debt and criteria
for classification as extraordinary items. The new standard became effective for
fiscal years beginning after May 15, 2002. The OP adopted this pronouncement on
April 1, 2002. The adoption of this pronouncement did not have a material impact
on the OP's results of operations or financial position.

Certain amounts in the 2001 financial statements have been
reclassified to conform to the 2002 presentation.

2. Acquisitions and Dispositions

Acquisitions

On April 1, 2002, the OP became the sole owner of the Orlando
Premium Outlets ("OPO") by acquiring Simon Property Group, Inc.'s ("Simon")
50% undivided ownership interest for $46.6 million in cash and the assumption of
$29.7 million of existing mortgage debt and the guarantee related thereto. On
June 16, 2002, the OP repaid the outstanding balance of $59.4 million and
extinguished the mortgage. After closing the transaction the operating results
and balance sheet of OPO were consolidated in the accompanying financial
statements.

On April 1, 2002, the OP purchased a 305,000 square foot center
located in Edinburgh, Indiana for $27.0 million in cash. The center is
classified as Other Properties.

On August 20, 2002, the OP became the sole owner of four premium
outlets by acquiring Fortress' 51% undivided ownership interest in a joint
venture ("F/C"). The OP paid $58.9 million in cash and assumed $86.5 million of
existing mortgage debt on the properties. After closing the transaction, the
operating results and balance sheet of the four premium outlets, including
$169.6 million of existing nonrecourse mortgage debt, were consolidated in the
accompanying financial statements.

On September 27, 2002, the OP signed an agreement to acquire two
outlet centers; a 305,000 square-foot center located in Albertville, Minnesota
and a 278,000 square foot center located in Johnson Creek, Wisconsin for a total
purchase price of approximately $89.5 million. The transaction is expected to be
financed by issuing approximately $45.5 million of limited partnership units in
the OP and the balance from the OP's Senior Credit Facility. Subject to certain
conditions, the transaction is expected to close before year-end 2002 but there
can be no assurance that the transaction will close.

Notes to Condensed Consolidated Financial Statements
(Unaudited)

2. Acquisitions and Dispositions (continued)

Dispositions

During June and July 2002, the OP sold four Other Properties and
two outparcels generating net proceeds of approximately $6.8 million, which
approximated the net book value of these properties. Accordingly, no gain or
loss on the sale was recognized.

On November 1, 2002, the OP sold an additional Other Property
that generated net proceeds of approximately $0.7 million, which resulted in a
gain of approximately $0.3 million.

3. Investments in Affiliates

The OP holds interests in domestic and international joint
ventures. Non-controlling investments are accounted for under the equity method.
Income from unconsolidated investments and loss from Chelsea Interactive
includes equity-in-earnings, management, advisory, license, leasing and
guarantee fees earned from these affiliates.

The OP has developed an e-commerce venture through its
affiliate, Chelsea Interactive. The Board of Directors has approved a funding
commitment of up to $60.0 million. As of September 30, 2002, the OP has funded
$51.6 million and anticipates that the balance of the funding will be used for
development and operating cash shortfalls. The net book value of the OP's
investment as of September 30, 2002 was $35.0 million. While management
currently believes that it is possible to recover the net book value of the
investment through future cash flows if revenues from existing brands improve
and/or additional brands are secured, there is substantial risk that Chelsea
Interactive will not: (1) generate sufficient future revenues for the OP to
recover its investment; (2) achieve positive cash flow before reaching the OP's
committed funding of $60.0 million; (3) successfully complete a satisfactory
arrangement with a financial/business investor; or (4) continue as a going
concern. As a result of these risk factors, management may at any time determine
that it is necessary to significantly write down or write off the OP's $35.0
million net book value investment. The OP is actively pursuing and negotiating
with potential investors to provide capital and further develop the business.
The OP owns 100% of the non-voting preferred stock of Chelsea Interactive and
50% of the non-voting common stock representing 40% of the total common stock.

As of September 30, 2002, the OP's interests in joint ventures
also included a 40% interest in Chelsea Japan Co., Ltd. ("Chelsea Japan"), a 50%
interest in Las Vegas Premium Outlets ("Simon-Las Vegas") and a 50% interest in
Chicago Premium Outlets ("Simon-Chicago") with Simon (collectively
"Simon-Ventures") and minority interests in various outlet centers and
development projects in Europe operated by Value Retail PLC ("Value Retail").

In April 2002, the OP purchased Simon's 50% undivided ownership
interest in OPO for $46.6 million in cash and assumed Simon's $29.7 million
pro-rata share of existing mortgage debt. The operations and balance sheet of
OPO are consolidated in the accompanying financial statements from the buyout
date.

In June 2002, the OP and Simon entered into a new 50/50 joint
venture to develop and operate SimonLas Vegas, a 430,000 square-foot
single-phase premium outlet center located in Las Vegas, Nevada, scheduled to
open in summer 2003. On June 20, 2002, Simon-Las Vegas purchased a 40-acre site
and commenced construction. The OP will be responsible for financing its 50%
share of development costs which are expected to be approximately $48.0 million.

Notes to Condensed Consolidated Financial Statements
(Unaudited)

3. Investments in Affiliates (continued)

In July 2002, the joint venture partner in F/C exercised its
option under the F/C Limited Liability Company Agreement to invoke the "Buy/Sell
Right". This gave the OP the option to sell its 49% ownership interest in F/C
or buy the partner's 51% ownership interest. On August 20, 2002, the OP
exercised its right to buy the 51% interest for cash of $58.9 million. The
operations and balance sheet of the four F/C premium outlet centers were
consolidated in the accompanying financial statements from the buyout date.

In August 2002, the OP and Simon entered into a new 50/50 joint
venture to develop and operate Simon-Chicago, a 435,000 square-foot single-phase
premium outlet center located in Aurora, Illinois, near Chicago. The center is
scheduled to open in mid-2004. On September 23, 2002, Simon-Chicago purchased a
140-acre site, including 80 acres of conservation area, and commenced
construction. The OP will be responsible for financing its 50% share of the
development costs which are expected to be approximately $46.0 million.

In July 2002, the OP sold approximately 40% of its holdings in
Value Retail to a third party for $11.4 million, resulting in a gain of
approximately $10.9 million which was recorded as a gain on sale of
unconsolidated investment in the accompanying financial statements.

The following is a summary of investments in and amounts due
from affiliates as of September 30, 2002 (in thousands):

`Chelsea       Simon-    Simon-      Chelsea
                              F/C        Japan       Orlando   Ventures    Interactive     Other      Total
                          ----------   ----------  ----------- ---------   ------------   --------    -------

Balance 12/31/01........   $36,118       $ 9,296     $9,723      $     -     $ 34,856       $3,696    $93,689
Additional
      investment........         -            13          -       24,410       10,968          303     35,694
Dispositions............   (36,531)            -     (9,199)           -            -         (382)   (46,112)
  Income (loss) from
   unconsolidated
    investments.........     4,331         3,116      1,310            -      (10,266)          27     (1,482)
Distributions and
  fees..................    (2,841)       (1,345)      (250)           -            -            -     (4,436)
Advances (net)..........    (1,077)         (374)    (1,584)         364         (539)         (50)    (3,260)
                           ---------    ----------  ----------  ---------  ------------    ---------  --------
Balance 9/30/02.........   $     -       $10,706     $    -      $24,774     $ 35,019       $3,594    $74,093
                           =========    ==========  ==========  =========  ============    =========  ========`

Notes to Condensed Consolidated Financial Statements
(Unaudited)

3. Investments in Affiliates (continued)

The OP's share of income (loss) before depreciation,
depreciation expense and income (loss) from unconsolidated investments for the
three and nine months ended September 30, 2002 and 2001 are as follows (in
thousands):

`For the Three Months Ended September 30,
                      --------------------------------------------------------------------------------------------
                                           2002                                        2001
                      --------------------------------------------------- ----------------------------------------
                                                     Income       |                                  Income
                      Income (loss)                 (loss) from   |   Income (loss)                  (loss) from
                      before                         Unconsol.    |   before                         Unconsol.
                      Depreciation       Depr.       Investments  |   Depreciation      Depr.       Investments
                     --------------    ---------    ------------- |   --------------   -----------  --------------
F/C...............      $1,369          $  400       $  969       |     $2,345          $   677        $1,668
Chelsea                                                           |
    Japan.........       1,532             471        1,061       |      1,214              382           832
Simon-Orlando.....           -               -            -       |      2,077              569         1,508
Other.............           2               -            2       |        (55)               -           (55)
                    --------------     ---------    ------------  |   --------------    -----------   -------------
Total.............      $2,903          $  871       $2,032       |     $5,581           $1,628         $3,953
                    ==============    =========     ============  |   ==============    ===========   =============
Chelsea                                                           |
Interactive.......     ($1,594)         $2,196      ($3,790)      |    ($  580)          $  897       ($1,477)
                    ==============    =========    =============  |  ===============    ===========   =============




                                                     For the Nine Months Ended September 30,
                      --------------------------------------------------------------------------------------------
                                           2002                                        2001
                      ---------------------------------------------------- ---------------------------------------
                                                     Income       |                                  Income
                      Income (loss)                 (loss) from   |    Income (loss)                 (loss) from
                      before                         Unconsol.    |    before                        Unconsol.
                      Depreciation       Depr.       Investments  |    Depreciation      Depr.       Investments
                      -------------    ---------    ------------- |   ---------------  ---------    ----------------
                                                                  |
F/C...............      $6,178          $1,847       $4,331       |     $6,574           $1,994        $4,580
Chelsea                                                           |
 Japan.........          4,419           1,303        3,116       |      3,389            1,001         2,388
Simon-Orlando.....       1,833             523        1,310       |      5,272            1,705         3,567
Other.............          27               -           27       |        (26)               -           (26)
                    --------------     ---------    ------------  |   --------------    -----------   -------------
   Total.............  $12,457          $3,673       $8,784       |    $15,209           $4,700       $10,509
                    ==============    =========     ============  |   ==============    ===========   =============
Chelsea                                                           |
Interactive.......     ($4,502)         $5,764     ($10,266)      |    ($1,497)          $1,950          ($3,447)
                    ==============    =========    =============  |  ===============    ===========   =============`

Notes to Condensed Consolidated Financial Statements
(Unaudited)

3. Investments in Affiliates (continued)

Condensed financial information as of September 30, 2002 and
December 31, 2001 and for the three and nine month periods ended September 30,
2002 and 2001 for F/C, Chelsea Japan, Simon-Orlando and Simon-Ventures (which
are included in "Retail") and Chelsea Interactive is as follows (in thousands):

`Chelsea
                                                                      Retail         Interactive
                                                                  -------------     ---------------

Property, plant and equipment (net)
     September 30, 2002............................................   109,933           $32,910
     December 31, 2001.............................................   355,427            29,923

Total assets
     September 30, 2002............................................   151,851            34,109
     December 31, 2001.............................................   409,944            34,963

Long term debt (1)
     September 30, 2002............................................    57,393                 -
     December 31, 2001.............................................   282,057                 -

Total liabilities
     September 30, 2002............................................    95,245             1,910
     December 31, 2001.............................................   321,854             2,665

Net income (loss)
  Three months ended:
        September 30, 2002..........................................    2,501            (3,790)
        September 30, 2001..........................................    5,482            (2,954)

 Nine months ended:
        September 30, 2002..........................................   11,549           (11,127)
        September 30, 2001..........................................   13,864            (8,195)

OP's share of net income (loss)
  Three months ended:
        September 30, 2002..........................................    1,115            (3,790)
        September 30, 2001..........................................    2,642            (1,477)

     Nine months ended:
        September 30, 2002..........................................    5,374           (10,266)
        September 30, 2001..........................................    6,654            (3,447)

Fee income
  Three months ended:
        September 30, 2002..........................................      915                 -
        September 30, 2001..........................................    1,366                 -

  Nine months ended:
        September 30, 2002..........................................    3,383                 -
        September 30, 2001..........................................    3,881                 -`

(1) Long-term debt includes $57.4 million in Chelsea Japan as of
September 30, 2002 and $170.5 million in F/C, $58.5 million in Simon-Orlando and
$53.1 million in Chelsea Japan as of December 31, 2001.

Notes to Condensed Consolidated Financial Statements
(Unaudited)

4. Non-Compete Agreement

The OP recognized income from its non-compete agreement with The
Mills Corporation of $1.3 million during the three months ended September 30,
2002 and 2001 and $3.9 million during the nine months ended September 30, 2002
and 2001. Such amounts are included in other income in the accompanying
financial statements.

5. Debt

Unsecured Bank Debt

In July 2002, the OP increased its senior unsecured revolving
bank line of credit to $200.0 million (the "Senior Credit Facility"). Under the
new terms, the Senior Credit Facility's expiration is March 31, 2005, and the OP
has the right to extend the maturity until March 31, 2006. The Senior Credit
Facility bears interest on the outstanding balance, payable monthly, at a rate
equal to the London Interbank Offered Rate ("LIBOR") plus 1.05% (2.88% at
September 30, 2002) or the prime rate, at the OP's option. The LIBOR rate spread
ranges from 0.85% to 1.50% depending on the OP's Senior Debt rating. A facility
fee of 0.125% on the Senior Credit Facility is payable annually in advance. At
September 30, 2002, $92.0 million was outstanding under the Senior Credit
Facility.

The OP also has a $5.0 million term loan (the "Term Loan") that
carries the same interest rate and maturity as the Senior Credit Facility.

Unsecured Notes

A summary of the terms of the unsecured notes outstanding as of
September 30, 2002 and December 31, 2001, is as follows (in thousands):

`September 30,   December 31,   Effective
                                                            2002          2001          Yield (1)
                                                     ---------------  -------------  ---------------

8.375% Unsecured Notes due August 2005..............    $ 49,915       $  49,892        8.44%
7.25% Unsecured Notes due October 2007..............     124,833         124,809        7.29%
8.625% Unsecured Notes due August 2009..............      49,930          49,923        8.66%
8.25% Unsecured Notes due February 2011.............     148,780         148,670        8.40%
6.875% Unsecured Notes due June 2012................      99,189               -        6.90%
                                                     -------------    -----------
   Total                                                $472,647        $373,294
                                                     =============    ===========`

(1)  Including discount on the notes

On June 18, 2002, the OP completed a $100 million debt offering
consisting of $100 million of 6.875% unsecured term notes due June 2012 that
were priced to yield 6.90% to investors. Proceeds were used to repay borrowings
under the Allen Premium Outlets and OPO construction loans that were to mature
in February 2003 and August 2002, respectively, and for general corporate
purposes.

Notes to Condensed Consolidated Financial Statements
(Unaudited)

5.  Debt (continued)

Mortgage Debt

A summary of the terms of the mortgage debt outstanding as of September 30, 2002
and December 31, 2001 and the related interest rate and Net Book Value ("NBV")
of the associated collateral as of September 30, 2002 are as follows (in
thousands):

`September 30,    December 31,                     Interest
                               2002             2001            Due Date       Rate          NBV
                           ----------------------------------------------    ----------    ---------
Construction Loan (1)        $      -          $29,531               -           -          $      -
F/C Mortgage Loan (2)         168,448                -          July 2008      6.99%         257,589
Bank Mortgage Loan (3)         67,500           68,250         April 2010      7.26%          72,662
Mortgage Loan (4)              71,729           72,428      December 2012      7.67%          75,711
                           ------------    -------------                                  -----------
                             $307,677         $170,209                                      $405,962
                           ============    =============                                  ===========`

|(1) | On June 18, 2002, the OP repaid and extinguished the loan.
|--- | ----------------------------------------------------------

|(2) | The F/C Mortgage Loan was consolidated as part of the August 20, 2002 buyout of
Fortress' 51% interest in the F/C joint venture. The mortgage bears interest at
6.99% per annum through July 11, 2008 (the "Optional Prepayment Date") and
thereafter at a rate equal to the greater of 8.4% plus 5% or the Treasury Rate,
as defined, plus 6.5% until the earlier of the date the mortgage is paid in full
or its maturity date of July 11, 2028. The mortgage may be prepaid in whole or
in part at any time after the Optional Prepayment Date without a prepayment
penalty. The mortgage calls for a $1.2 million fixed monthly interest plus
principal payment based on a 26-year amortization schedule. The F/C Mortgage
Loan had a face value of $169.6 million and a carrying amount of $168.7 million
on the buyout date. During the nine months ended September 30, 2002, the OP
recognized $10,000 in debt discount amortization that is included in interest
expense in the accompanying financial statements.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | In April 2000, Chelsea Financing entered into a $70.0 million Bank Mortgage Loan
secured by its four properties. The Bank Mortgage Loan bears interest equal to
LIBOR plus 1.50% (3.32% at September 30, 2002) or prime rate plus 1.0% and calls
for quarterly principal amortization of $0.3 million through April 2005 and
thereafter $0.5 million per quarter until maturity. In December 2000, the OP
entered into an interest rate swap agreement effective January 2, 2001 to hedge
against unfavorable fluctuations in LIBOR rates by fixing the interest rate at
7.26% until January 2006. During the nine months ended September 30, 2002, the
OP recognized interest expense of $2.0 million on the hedge, that is included in
interest expense in the accompanying financial statements.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | The Mortgage Loan was assumed as part of a September 2001 acquisition. The
stated interest rate of 9.1% was greater than that available to the OP in the
public debt markets. Accordingly the OP recorded a $6.9 million debt premium
that will be amortized over the period of the loan and which reduces the
effective interest rate to 7.67%. The loan calls for fixed monthly debt service
payments of $0.5 million for interest plus principal based on a 26-year
amortization schedule. The Mortgage Loan matures in March 2028 but can be
prepaid beginning December 2012. During the nine months ended September 30,
2002, the OP recognized $0.3 million in debt premium amortization that is
included in interest expense in the accompanying financial statements.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Notes to Condensed Consolidated Financial Statements
(Unaudited)

5.  Debt (continued)

Interest and loan costs of approximately $0.8 million and $0.4 million were
capitalized as development costs during the three months ended September 30,
2002 and 2001, respectively; and approximately $2.1 million and $1.5 million
during the nine months ended September 30, 2002 and 2001, respectively.

6.  Financial Instruments: Derivatives and Hedging

The OP employs interest rate and foreign currency forwards or purchased options
to hedge qualifying anticipated transactions. Gains and losses are deferred and
recognized in net income in the same period that the underlying hedged
transaction affects net income, expires or is otherwise terminated or assigned.

At September 30, 2002 the OP's interest rate swap was reported
at its fair value and classified as an other liability of $6.9 million. As of
September 30, 2002, there was $6.9 million in deferred losses that was included
in accumulated other comprehensive loss. Within the next twelve months, the OP
expects to reclassify to earnings approximately $2.1 million of the current
balance.

| | Hedge Type | Notional Value | Rate | Maturity | Fair Value | 
| | ---------- | -------------- | ---- | -------- | ---------- | 

| | Swap, Cash Flow | $67.5 million | 5.7625% | 1/1/06 | ($6.9 million) | 
| | --------------- | ------------- | ------- | ------ | -------------- | 

At March 31, 2002, the OP had Japanese yen forward contracts with a notional
value of 255 million yen and a fair value of $10,000 as a hedge against its
yen-denominated receivable due from Chelsea Japan. During the quarter ended June
30, 2002, the receivable and yen forward contracts were settled and the OP
received $1.9 million and recognized a $0.1 million foreign exchange loss, which
is included in income from unconsolidated investments in the accompanying
financial statements.

The notional value and fair value of the above hedge provides an indication of
the extent of the OP's involvement in financial derivative instruments at
September 30, 2002, but do not represent exposure to credit, interest rate,
foreign exchange or market risk.

Notes to Condensed Consolidated Financial Statements
(Unaudited)

7.   Partner's Capital

Following is a statement of partner's capital for the nine months ended
September 30, 2002 (in thousands):

`Accum. Other
                                       General     Limited     Preferred                 Comp.         Total
                                       Partner's   Partners'   Partner's    Officer   Income (Loss)   Partners'
                                       Capital     Capital     Capital       Loan          (1)         Capital
                                       ---------------------------------------------------------------------------
Balance December 31, 2001...........    $362,402     $52,825     $63,315      $ -     ($3,480)       $475,062

Net income..........................      52,106      12,607           -        -           -          64,713
Other comprehensive income/(loss):
     Foreign currency translation...           -           -           -        -         218             218
     Interest rate swap.............           -           -           -        -      (3,839)         (3,839)
                                                                                                      ------------
Total comprehensive income..........                                                                   61,092
                                                                                                      ------------

Common distributions................     (52,101)     (8,635)          -        -           -         (60,736)
Preferred distribution..............      (2,587)     (4,387)          -        -           -          (6,974)
Contributions (net of costs)........       5,576           -           -        -           -           5,576
Redemption of preferred units
     (net of costs).................      (9,654)          -           -        -           -          (9,654)
Transfer of limited partners' interest       239        (239)          -        -           -               -
Officer loan........................           -           -           -     (488)          -            (488)
                                       -----------  ----------  ---------  --------  -----------  ----------------
Balance September 30, 2002..........    $355,981     $52,171     $63,315    ($488)    ($7,101)       $463,878
                                       ===========  ==========  =========  ========  ===========  ================`

|(1) | At September 30, 2002, accumulated other comprehensive loss included $0.2
million related to foreign currency translation and $6.9 million related to
interest rate swap.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

On May 1, 2002, the Company declared a 2-for-1 stock split of
the Company's common shares. The OP simultaneously declared a 2-for-1 split of
the OP's Limited Partner units. The stock/unit dividend was payable May 28, 2002
to shareholders/unitholders of record on May 14, 2002.

During the nine months ended September 30, 2002, the Company
redeemed and retired 136,500 shares of 8.375% Series A Cumulative Redeemable
Preferred Stock at $47 per share and 66,552 shares at $47.25 per share.

8. Distribution

On September 18, 2002, the Board of Directors of the Company
declared a $0.485 per share dividend to unitholders of record on September 30,
2002. The distribution, totaling $21.4 million, was paid on October 15, 2002.

Notes to Condensed Consolidated Financial Statements
(Unaudited)

9. Income Taxes

No provision has been made for income taxes in the accompanying
consolidated financial statements since such taxes, if any, are the
responsibility of the individual partners.

10. Net Income Per Partnership Unit

Net income per partnership unit is determined by allocating net
income to the general partner (including the general partner's preferred unit
allocation) and the limited partners based on their weighted average partnership
units outstanding during the respective periods presented.

11.  Commitments and Contingencies

On May 15, 2002, the OP entered into a 50/50 joint venture
agreement with Sordo Madaleno y Asociados and Mr. Carlos Peralta of Mexico City
to jointly develop premium outlet centers in Mexico. Subject to entitlements,
site work for the 200,000 square-foot first phase of the outlet project is
scheduled to commence later in 2002, with construction to begin shortly
thereafter. Phase I is expected to open in 2004. The site can support a second
phase containing approximately 175,000 square feet of GLA. To date, the OP has
committed $3.0 million to the joint venture.

In connection with the Simon-Ventures, the OP has committed to
provide 50% of the development costs of two centers, which are expected to be
approximately $48.0 million to Simon-Las Vegas and $46.0 million to
Simon-Chicago. As of September 30, 2002, the OP had contributed $17.3 million to
Simon-Las Vegas and $7.1 million to Simon-Chicago.

In June 1999, the OP entered into an agreement with Mitsubishi Estate Co., Ltd.
and Nissho Iwai Corporation to jointly develop, own and operate premium outlet
centers in Japan. The joint venture is known as Chelsea Japan Co., Ltd.
("Chelsea Japan").

Borrowings related to Chelsea Japan for which the OP and the
Company have provided guarantees as of September 30, 2002 are as follows (in
thousands):

`Total Facility            |                              Outstanding
  Yen             US $ Equivalent  |    Yen        US $ Equivalent    US $ Guarantee    Due Date    Interest Rate
  ---             ---------------  |    ---        ---------------    --------------    --------    -------------
4.0 billion (1)   $32.8 million    | 1.0 billion   $8.5 million       $8.5 million        2003        1.46%
3.8 billion (2)    31.2 million    | 3.7 billion   30.0 million       12.0 million        2015        2.20%
0.6 billion (2)     4.9 million    | 0.6 billion    4.9 million        2.0 million        2012        1.50%`

|(1) | Facility entered into by an equity investee of the OP and has a one-year
extension option; amended in November 2002 to allow for one additional year
extension.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Facilities entered into by Chelsea Japan, secured by Gotemba and Rinku and 40%
severally guaranteed by the OP.
|--- | --------------------------------------------------------------------------------------------------------------

Notes to Condensed Consolidated Financial Statements
(Unaudited)

11. Commitments and Contingencies (continued)

The OP agreed under a standby facility to provide up to $22.0
million in limited debt service guarantees for loans provided to Value Retail
and affiliates to construct outlet centers in Europe. The term of the standby
facility expired in November 2001 and guarantees shall not be outstanding for
longer than five years after project completion. As of September 30, 2002, the
OP had provided limited debt service guarantees of approximately $18.0 million
to Value Retail.

At September 30, 2002, other assets includes $6.9 million and
accrued expenses and other liabilities include $8.0 million related to the 2002
deferred unit incentive program with certain key officers which may be paid in
2007.

The OP is not presently involved in any material litigation nor,
to its knowledge, is any material litigation threatened against the OP or its
properties, other than routine litigation arising in the ordinary course of
business. Management believes the cost incurred by the OP related to any of its
litigation will not be material and have been adequately provided for in the
consolidated financial statements.

12. Related Party Information

In 1999, the OP established a $6.0 million secured loan facility
that will expire in June 2004 for the benefit of certain unitholders. Each unit
holder borrower issues a note that is secured by OP units, bears interest at a
rate of LIBOR plus 200 basis points per annum, payable quarterly and is due by
the facility expiration date. At December 31, 2001, loans made to unitholders or
affiliates of management of the OP, totaled $3.2 million. During the nine months
ended September 30, 2002, the OP received a $0.5 million payoff of one loan and
a $0.6 million pay down on the other loan outstanding. During March and May of
2002, the OP advanced a total of $1.0 million to another unitholder $0.5 million
of which was used to exercise Company stock options. The carrying value of such
loans approximated fair value at September 30, 2002. Effective June 1, 2002, the
OP changed its policy to eliminate new loans to directors or officers.

13. Segment Information

The OP is principally engaged in the development, ownership,
acquisition and operation of manufacturers' outlet centers and has determined
that under SFAS No.131 "Disclosures About Segments of an Enterprise and Related
Information" it has three reportable retail real estate segments: premium
domestic, other domestic and international. The OP evaluates real estate
performance and allocates resources based on Net Operating Income ("NOI")
defined as total revenue less operating and maintenance expense. The primary
sources of revenue are generated from tenant base rents, percentage rents and
reimbursement revenue. Operating expenses primarily consist of common area
maintenance, real estate taxes and promotional expenses. The retail real estate
business segments meet the quantitative threshold for determining reportable
segments.

Notes to Condensed Consolidated Financial Statements
(Unaudited)

13. Segment Information (continued)

`Premium      Other
(in thousands)                         Domestic      Domestic      International       Other       Total
---------------------------------------------------------------------------------------------------------
                                                        (1)           (2)             (3)
Total revenues
  Three months ended:
        September 30, 2002.........      $58,302     $11,805            $ -          $1,382       $71,489
        September 30, 2001.........       46,696         713              -           1,656        49,065

  Nine months ended:
        September 30, 2002.........      153,489      35,589              -           4,122       193,200
        September 30, 2001.........      134,159         713              -           5,314       140,186

Interest income
  Three months ended:
        September 30, 2002.........          252          76              -             105           433
        September 30, 2001.........          204           -              -             372           576

  Nine months ended:
        September 30, 2002.........          792         140              -             276         1,208
        September 30, 2001.........          617           -              -           1,451         2,068

Income from unconsolidated
      investments
  Three months ended:
        September 30, 2002.........          971           -          1,061          (3,790)       (1,758)
        September 30, 2001.........        3,176           -            777          (1,477)        2,476

  Nine months ended:
        September 30, 2002.........        5,643           -          3,141         (10,266)       (1,482)
        September 30, 2001.........        8,147           -          2,362          (3,447)        7,062

NOI
  Three months ended:
        September 30, 2002.........       45,488      10,350          2,064          (6,546)       51,356
        September 30, 2001.........       37,743         548          1,657             633        40,581

  Nine months ended:
        September 30, 2002.........      122,527      21,297          5,915          (9,109)      140,630
        September 30, 2001.........      108,010         548          4,601            (403)      112,756

Fixed asset additions
  Nine months ended:
        September 30, 2002.........      103,520      28,550              -           1,432       133,502
        September 30, 2001.........       46,849      41,451              -           1,272        89,572

Total assets
        September 30, 2002.........    1,179,977     214,542         14,307          21,858     1,430,684
        December 31, 2001..........      866,738     194,406         15,092          23,072     1,099,308`

|(1) | Approximately 25% of the GLA is occupied by and approximately 13% of annualized
revenue is derived from one tenant.
|--- | -------------------------------------------------------------------------------------------------------------------

|(2) | Principally comprised of the OP's interest in Chelsea Japan.
|--- | ------------------------------------------------------------

|(3) | Includes corporate overhead assets and results from Chelsea Interactive.
|--- | ------------------------------------------------------------------------

Notes to Condensed Consolidated Financial Statements
(Unaudited)

13.  Segment Information (continued)

Following is a reconciliation of net operating income to net income for the
three and nine months ended September 30, 2002 and 2001 (in thousands):

`Three Months Ended          Nine Months Ended
                                                                  September 30,              September 30,
                                                                 2002         2001          2002       2001
                                                              -----------   ----------   -----------  ------------
    Segment NOI.............................................    $51,356       $40,581     $140,630     $112,756
    Interest expense - consolidated.........................   (13,098)       (8,891)     (33,691)     (26,326)
    Interest expense - unconsolidated investments...........      (146)         (145)        (413)        (445)
    Depreciation and amortization expense - consolidated....   (15,045)      (12,174)     (42,229)     (35,479)
    Depreciation and amortization
                 expense - unconsolidated investments.......      (871)       (1,628)      (3,673)      (4,700)
    Depreciation and amortization
                 expense - Chelsea Interactive..............    (2,196)         (897)      (5,764)      (1,950)
    Income tax - unconsolidated investments.................      (386)         (244)      (1,058)        (684)
    Gain on sale of  asset - unconsolidated investments.....     10,911            -        10,911            -
                                                              -----------   ----------   -----------  ------------
    Net income..............................................    $30,525       $16,602      $64,713      $43,172
                                                              ===========   ==========   ===========  ============`

14. Subsequent Event

On November 12, 2002, the OP announced that it had signed a
definitive agreement to acquire four outlet centers from New Plan Excel Realty
Trust, Inc. for an all cash aggregate price of $193.0 million. The four
properties, totaling 1.3 million square feet of GLA, are a 293,000 square-foot
center located in Jackson, New Jersey; a 400,000 square-foot center located in
Osage Beach, Missouri; a 329,000 square-foot center located in St. Augustine,
Florida; and a 317,000 square-foot center located in Branson, Missouri. Subject
to certain conditions, the transaction is expected to close on or about December
31, 2002 but there can be no assurance that the transaction will close.

CPG  Partners, L.P.

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

The following discussion should be read in connection with the
accompanying unaudited condensed consolidated financial statements and notes
thereto. These financial statements include all adjustments, which in the
opinion of management are necessary to reflect a fair statement of results for
all interim periods presented, and all such adjustments are of a normal
recurring nature.

General Overview

From October 1, 2001 to September 30, 2002, the OP grew by
increasing rents at its operating centers, expanding three centers, acquiring 32
retail centers and purchasing ownership interests in five centers previously
held as unconsolidated investments. Increasing rents at operating centers
resulted in base rent growth of $2.5 million. The OP re-leased or renewed
approximately 1.0 million square feet of Premium Property GLA during the twelve
months ended September 30, 2002, for which initial contractual cash rents under
new leases were 12% higher than expiring leases. The expansion of two
wholly-owned centers increased base rent by $1.4 million. The acquisition of 32
retail centers increased base rent by $26.4 million. The purchase of ownership
interests in the five centers previously held as unconsolidated investments
resulted in base rent growth of $9.3 million and a decrease in income from
unconsolidated investments of $1.7 million during the nine months ended
September 30, 2002. Income from unconsolidated investments was positively
impacted by the results of Chelsea Japan due to higher earnings, increased fees
and the opening of the expansion of Rinku Premium Outlets during March 2002.

The OP operated GLA of 12.5 million square feet at September 30,
2002 and 2001. The OP's Premium Properties consisted of 27 wholly or partially
owned centers containing 8.4 million square feet of GLA at September 30, 2002,
and 28 wholly or partially owned centers containing 8.2 million square feet of
GLA at September 30, 2001. The OP's wholly-owned Other Properties consisted of
27 centers containing 4.1 million square feet of GLA at September 30, 2002, and
30 wholly-owned centers containing 4.3 million square feet of GLA at September
30, 2001.

Net GLA added since October 1, 2001 is detailed as follows:

`12 Months Ended      9 Months Ended         3 Months Ended
                                             September 30, 2002   September 30, 2002     December 31, 2001
                                             -------------------  -------------------   --------------------
Changes in GLA (sf in 000's):

Centers expanded:
     Rinku Premium Outlets (40% owned) ......         70                70                      -
     Napa Premium Outlets....................          9                 9                      -
     Allen Premium Outlets...................        115                (4)                    119
     Other...................................         (7)               (4)                     (3)
                                              --------------     --------------         --------------------
Total centers expanded.......................        187                71                     116

Centers acquired:
    Edinburgh Outlets........................        305               305                       -
                                             ---------------     --------------        ---------------------

Centers sold:
     Other Properties........................       (433)             (433)                      -
     Mammoth Premium Outlets.................        (35)                -                     (35)
                                             ----------------    --------------         --------------------
Total centers sold...........................       (468)             (433)                    (35)

Net GLA change during the period.............         24               (57)                     81

GLA at end of period.........................     12,517            12,517                  12,574`

Results of Operations

Comparison of the three months ended September 30, 2002 to
the three months ended September 30, 2001.

Income increased $13.9 million, or 83.9%, to $30.5 million for
the three months ended September 30, 2002, from $16.6 million for the three
months ended September 30, 2001. This increase was primarily the result of the
acquisition of the 31 retail centers on September 25, 2001, the acquisition of
one center in April 2002, the buyout and consolidation of five centers
previously held as unconsolidated investments, a gain resulting from the partial
sale of an unconsolidated investment, and higher rents on releasing and renewals
during 2002, partially offset by higher interest costs and increased losses from
Chelsea Interactive.

Base rentals increased $16.4 million, or 53.9%, to $46.9 million
for the three months ended September 30, 2002, from $30.5 million for the three
months ended September 30, 2001, due to the acquisition of the 32 retail centers
and the buyouts of ownership interests in five centers in 2002, higher average
rents on releasing and renewals and the expansion of a center in late 2001.

Percentage rents increased $1.3 million, or 33.3%, to $5.4
million for the three months ended September 30, 2002, from $4.1 million for the
three months ended September 30, 2001, primarily due to higher tenant sales, the
acquisition of the 32 retail centers and the buyouts of ownership interests in
five centers during 2002.

Expense reimbursements, representing contractual recoveries from
tenants of certain common area maintenance, operating, real estate tax,
promotional and management expenses, increased $4.5 million, or 39.3%, to $16.1
million for the three months ended September 30, 2002, from $11.6 million for
the three months ended September 30, 2001, due to the recovery of operating and
maintenance costs from increased GLA. The average recovery of reimbursable
expenses for the Premium Properties was 89.9% for the three months ended
September 30, 2002 compared to 90.6% for the three months ended September 30,
2001. The average recovery of reimbursable expenses for the Other Properties was
57.7% for the three months ended September 30, 2002.

Other income increased $0.1 million, to $3.0 million for the
three months ended September 30, 2002, from $2.9 million for the three months
ended September 30, 2001, primarily due to increased ancillary operating income
from the acquisition of the 32 new retail centers and the buyouts of ownership
interests in five centers in 2002 partially offset by decreased interest income
from lower interest rates and the sale of an outparcel during 2001.

Operating and maintenance expenses increased $6.6 million, or
51.7%, to $19.4 million for the three months ended September 30, 2002, from
$12.8 million for the three months ended September 30, 2001. The increase was
primarily due to costs related to increased GLA and the buyouts of ownership
interests in five centers during 2002.

Depreciation and amortization expense increased $2.8 million, or
23.6%, to $15.0 million for the three months ended September 30, 2002, from
$12.2 million for the three months ended September 30, 2001. The increase was
due to additional depreciation of the acquisition of the 32 retail centers, the
buyouts of ownership interests during 2002 and expansions.

General and administrative expense increased $1.0 million, to
$1.6 million for the three months ended September 30, 2002, from $0.6 million
for the three months ended September 30, 2001, primarily due to increased unit
program accrual and professional fees.

Other expenses increased $0.5 million, to $1.0 million for the
three months ended September 30, 2002, from $0.5 million for the three months
ended September 30, 2001, due to ground lease expenses assumed with the
acquisition of the 31 retail centers, legal expenses and increased reserve for
bad debt.

Income from unconsolidated investments decreased $2.0 million,
to $2.0 million for the three months ended September 30, 2002, from $4.0 million
for the three months ended September 30, 2001, due to the buyouts of ownership
interests in five centers which were previously held as unconsolidated
investments partially offset by higher earnings from Chelsea Japan.

The loss from Chelsea Interactive increased $2.3 million, or
156.6%, to $3.8 million for the three months ended September 30, 2002, from $1.5
million for the three months ended September 30, 2001. The increase was due to
increased payroll, general and administrative, depreciation and amortization
expense and lack of third party participation in the losses.

Gain on sale of unconsolidated investment of $10.9 million for
the three months ended September 30, 2002 resulted from the sale of
approximately 40% of the OP's partial interest in Value Retail.

Interest in excess of amounts capitalized increased $4.2
million, or 47.3%, to $13.1 million for the three months ended September 30,
2002, from $8.9 million for the three months ended September 30, 2001, due to
higher debt balances from acquisitions, debt assumption in the F/C buyout and
bond issue partially offset by lower interest rates.

Comparison of the nine months ended September 30, 2002 to the
nine months ended September 30, 2001.

Income increased $21.5 million, or 49.9%, to $64.7 million for
the nine months ended September 30, 2002, from $43.2 million for the nine months
ended September 30, 2001. This increase was primarily the result of the
acquisition of the 31 retail centers on September 25, 2001, the acquisition of
one center in April 2002, the buyout and consolidation of five centers
previously held as unconsolidated investments, a gain resulting from the partial
sale of an unconsolidated investment, and higher rents on releasing and renewals
during 2002, partially offset by higher interest costs and increased losses from
Chelsea Interactive.

Base rentals increased $40.9 million, or 46.5%, to $128.8
million for the nine months ended September 30, 2002, from $87.9 million for the
nine months ended September 30, 2001, due to the acquisition of the 32 retail
centers and the buyouts of ownership interests in five centers in 2002 and
higher average rents on new leases and renewals.

Percentage rents increased $3.1 million or 31.5% to $13.0
million for the nine months ended September 30, 2002, from $9.9 million for the
nine months ended September 30, 2001, primarily due to higher tenant sales,
acquisition of the 32 retail centers and the buyouts of ownership interests in
five centers during 2002.

Expense reimbursements, representing contractual recoveries from
tenants of certain common area maintenance, operating, real estate tax,
promotional and management expenses, increased $9.3 million, or 27.2%, to $43.3
million for the nine months ended September 30, 2002, from $34.0 million for the
nine months ended September 30, 2001, due to the recovery of operating and
maintenance costs from increased GLA. The average recovery of reimbursable
expenses for the Premium Properties was 88.4% for the nine months ended
September 30, 2002, compared to 90.7% for the nine months ended September 30,
2001. The average recovery of reimbursable expense for the Other Properties was
55.1% for the nine months ended September 30, 2002.

Other income decreased $0.2 million, to $8.2 million for the
nine months ended September 30, 2002, from $8.4 million for the nine months
ended September 30, 2001. The decrease is primarily the result of decreased
interest income from lower interest rates and the sale of an outparcel in 2001
partially offset by an increase in ancillary income related to the acquisition
of the 32 new retail centers and the buyouts of ownership interests in five
centers during 2002.

Operating and maintenance expenses increased $16.3 million, or
43.4%, to $53.8 million for the nine months ended September 30, 2002, from $37.5
million for the nine months ended September 30, 2001. The increase was primarily
due to costs related to increased GLA, and the buyouts of ownership interests in
five centers during 2002.

Depreciation and amortization expense increased $6.7 million, or
19.0%, to $42.2 million for the nine months ended September 30, 2002, from $35.5
million for the nine months ended September 30, 2001. The increase was due to
additional depreciation of the acquisition of the 32 retail centers and the
buyouts of ownership interests in five centers during 2002 and expansions.

General and administrative expense increased $1.9 million, or
63.6%, to $5.0 million for the nine months ended September 30, 2002, from $3.1
million for the nine months ended September 30, 2001, primarily due to increased
head count, accrual for unit program and professional fees.

Other expenses increased $1.5 million, or 88.0%, to $3.2 million
for the nine months ended September 30, 2002, from $1.7 million for the nine
months ended September 30, 2001. The increase was primarily due to ground lease
expenses assumed with the acquisition of the 31 retail centers, legal expenses
and increased reserve for bad debt.

Income from unconsolidated investments decreased $1.7 million,
to $8.8 million for the nine months ended September 30, 2002, from $10.5 million
for the nine months ended September 30, 2001, due to the buyouts of ownership
interests in five centers which were previously held as unconsolidated
investments, offset by increased earnings from Chelsea Japan, including a one
time leasing fee of $0.2 million from Rinku phase two.

The loss from Chelsea Interactive increased $6.8 million, or
197.8%, to $10.2 million for the nine months ended September 30, 2002, from $3.4
million for the nine months ended September 30, 2001, due to increased
depreciation, administrative and maintenance expenses and lack of third party
participation in the losses.

Gain on sale of unconsolidated investment of $10.9 million for
the nine months ended September 30, 2002 resulted from the sale of approximately
40% of the OP's interest in Value Retail.

Interest in excess of amounts capitalized increased $7.4
million, or 28.0%, to $33.7 million for the nine months ended September 30,
2002, from $26.3 million for the nine months ended September 30, 2001, primarily
due to higher debt balances from acquisitions, debt assumption in the F/C
buyout, lower construction activity and new bond issue partially offset by lower
interest rates.

Liquidity and Capital Resources

The OP believes it has adequate financial resources to fund
operating expenses, distributions, and planned development, construction and
acquisition activities over the short term, which is less than 12 months and the
long term, which is 12 months or more. Operating cash flow in 2001 of $121.7
million is expected to increase with a full year of operations of the 4.4
million square feet of GLA added during 2001, the acquisition of one center, the
buyouts of ownership interests in five centers and scheduled openings of
approximately 127,000 square feet of GLA in 2002. The OP has adequate funding
sources to complete and open all planned acquisition or development projects,
fund committed amounts for Chelsea Interactive and the Simon-Ventures and to
acquire six centers for $282.5 million that are expected to close during the
fourth quarter 2002. These transactions are expected to be accomplished with
available cash of $13.7 million and $108 million available under the increased
Senior Credit Facility, additional bank borrowings, issuing OP units or
accessing the public markets through the Company's $350 million debt shelf
registration and its $185 million equity shelf registration.

Operating cash flow is expected to provide sufficient funds for
dividends and distributions in accordance with REIT federal income tax
requirements. In addition, the OP anticipates retaining sufficient operating
cash to fund re-tenanting and lease renewal tenant improvement costs, as well as
capital expenditures to maintain the quality of its centers, and meet funding
requirements for Chelsea Interactive.

Common distributions declared and recorded during the nine
months ended September 30, 2002, were $60.7 million, or $1.38 per share or unit.
The OP's common dividend payout ratio as a percentage of net income before
depreciation and amortization (exclusive of amortization of deferred financing
costs ("FFO")) was 66.8% for the nine months ended September 30, 2002. The
Senior Credit Facility limits aggregate dividends and distributions to the
lesser of (i) 90% of FFO on an annual basis or (ii) 100% of FFO for any two
consecutive quarters.

At September 30, 2002, the OP had a $200.0 million senior
unsecured revolving bank line of credit, (the "Senior Credit Facility"). Under
the terms, the Senior Credit Facility's expiration is March 31, 2005, and the OP
has the right to extend the maturity date until March 31, 2006. The Senior
Credit Facility bears interest on the outstanding balance, payable monthly, at a
rate equal to the London Interbank Offered Rate ("LIBOR") plus 1.05% (2.88% at
September 30, 2002) or the prime rate, at the OP's option. The LIBOR rate spread
ranges from 0.85% to 1.50% depending on the OP's Senior Debt rating. A facility
fee of 0.125% on the Senior Credit Facility is payable annually in advance.
$108.0 million of the Senior Credit Facility was available at September 30,
2002.

On August 20, 2002, the OP became the sole owner of the four
premium outlets held in the F/C joint venture by acquiring Fortress' 51%
undivided ownership interest for $58.9 million in cash which was funded by
borrowing from the Senior Credit Facility.

On June 18, 2002, the OP completed a $100 million debt offering
consisting of $100 million of 6.875% unsecured term notes due June 2012 that
were priced to yield 6.90% to investors. Proceeds were used to repay borrowings
under the Allen Premium Outlets and OPO construction loans that were to mature
in February 2003 and August 2002, respectively, and for general corporate
purposes.

On April 1, 2002, the OP acquired a 305,000 square foot center
located in Edinburgh, Indiana for $27.0 million in cash. The center is located
40 miles south of downtown Indianapolis and was 98% leased at the acquisition
date. The OP funded the transaction from available cash and the Senior Credit
Facility. Also on April 1, 2002, the OP became the sole owner of the Orlando
Premium Outlets by acquiring Simon's 50% undivided ownership interest for $46.6
million in cash and the assumption of $29.7 million of existing mortgage debt
and the guarantee related thereto. The cash portion of the transaction was
funded by borrowing from the Senior Credit Facility. On June 16, 2002, the OP
repaid the outstanding balance of $59.4 million and extinguished the mortgage.

During 2002 the Company redeemed and retired 136,500 shares of
8.375% Series A Cumulative Redeemable Preferred Stock at $47 per share and
66,552 shares at $47.25 per share using available cash.

During June and July 2002, the OP sold four Other Properties and
two outparcels generating net proceeds of approximately $6.8 million, which
approximated the net book value of the properties. Accordingly, no gain or loss
on these sales was recognized.

Development activity for real estate operations as of September
30, 2002 includes additional phases of two existing centers, totaling 47,000
square feet scheduled to open in late 2002. Construction is also underway on the
50% joint venture project outside Las Vegas, Nevada scheduled to open in summer
2003, the 175,000 square-foot second phase of Gotemba Premium Outlets scheduled
to open mid2003, and the 50% joint venture project in Chicago, Illinois,
scheduled to open in mid 2004; development is underway on a project in Seattle,
Washington scheduled to open in 2005 and a project north of Tokyo, Japan
scheduled to open in mid-2003. These projects are under development and there
can be no assurance that they will be completed or opened, or that there will
not be delays in opening or completion. All current development activity will be
financed either through project specific secured construction financing, the yen
denominated line of credit, available cash or through the Senior Credit
Facility. The OP will seek to obtain permanent financing once the projects are
completed and income has been stabilized.

On May 15, 2002, the OP entered into a 50/50 joint venture
agreement with Sordo Madaleno y Asociados and Mr. Carlos Peralta of Mexico City
to jointly develop premium outlet centers in Mexico. Subject to entitlements,
site work for the 200,000 square-foot first phase of the outlet project is
scheduled to commence later in the year, with construction to begin shortly
thereafter. Phase I is expected to open in 2004. The site can support a second
phase containing approximately 175,000 square feet of GLA. To date, the OP has
committed $3.0 million to the joint venture.

In connection with the Simon-Ventures, the OP has committed to
provide 50% of the development costs of the centers, which are expected to be
approximately $48.0 million to Simon-Las Vegas and $46.0 million to
Simon-Chicago. As of September 30, 2002, the OP had contributed $17.3 million to
Simon-Las Vegas and $7.1 million to Simon-Chicago.

The OP has minority interests ranging from 3% to 8% in several
outlet centers and outlet development projects in Europe operated by Value
Retail. The OP's total investment in Europe as of September 30, 2002 was $3.6
million. The OP has also agreed to provide up to $22.0 million in limited debt
service guarantees under a standby facility for loans arranged by Value Retail
to construct outlet centers in Europe. The term of the standby facility for new
guarantees expired in November 2001 and these guarantees shall not be
outstanding for longer than five years after project completion. In July 2002,
the OP sold approximately 40% of its holdings in Value Retail to a third party
for $11.4 million that resulted in a gain of approximately $10.9 million.

In June 1999, the OP entered into an agreement with Mitsubishi Estate Co., Ltd.
and Nissho Iwai Corporation to jointly develop, own and operate premium outlet
centers in Japan. The joint venture is known as Chelsea Japan Co., Ltd.
("Chelsea Japan").

Borrowings related to Chelsea Japan for which the OP and the
Company have provided guarantees as of September 30, 2002, are as follows (in
thousands):

`Total Facility                 |                     Outstanding
                                  |
  Yen            US $ Equivalent  |     Yen        US $ Equivalent    US $ Guarantee    Due Date    Interest Rate
  ---            ---------------  |     ---        ---------------    --------------    --------    -------------
4.0 billion (1)   $32.8 million   |  1.0 billion    $8.5 million       $8.5 million       2003        1.46%
3.8 billion (2)    31.2 million   |  3.7 billion    30.0 million       12.0 million       2015        2.20%
0.6 billion (2)     4.9 million   |  0.6 billion     4.9 million        2.0 million       2012        1.50%`

|(1) | Facility entered into by an equity investee of the OP and has a one-year
extension option; amended in November 2002 to allow for one additional year
extension.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Facilities entered into by Chelsea Japan, secured by Gotemba and Rinku and 40%
severally guaranteed by the OP.
|--- | --------------------------------------------------------------------------------------------------------------

The OP has developed an e-commerce venture through its
affiliate, Chelsea Interactive. The Board of Directors has approved a funding
commitment of up to $60.0 million. As of September 30, 2002, the OP has funded
$51.6 million and anticipates that the balance of the funding will be used for
development and operating cash shortfalls. The net book value of the OP's
investment as of September 30, 2002 was $35.0 million. While management
currently believes that it is possible to recover the net book value of the
investment through future cash flows if revenues from existing brands improve
and/or additional brands are secured, there is substantial risk that Chelsea
Interactive will not: (1) generate sufficient future revenues for the OP to
recover its investment; (2) achieve positive cash flow before reaching the OP's
committed funding of $60.0 million; (3) successfully complete a satisfactory
arrangement with a financial/technology investor; or (4) continue as a going
concern. As a result of these risk factors, management may at any time determine
that it is necessary to significantly write down or write off the OP's $35.0
million investment. The OP is actively pursuing and negotiating with potential
investors to provide capital and further develop the business.

To achieve planned growth and favorable returns in both the
short and long-term, the OP's financing strategy is to maintain a strong,
flexible financial position by: (i) maintaining a conservative level of
leverage; (ii) extending and sequencing debt maturity dates; (iii) managing
exposure to floating interest rates; and (iv) maintaining liquidity. Management
believes these strategies will enable the OP to access a broad array of capital
sources, including bank or institutional borrowings and secured and unsecured
debt and equity offerings, subject to market conditions.

The OP's cash balances decreased $10.9 million to $13.7 million
at September 30, 2002 from $24.6 million at December 31, 2001. Net cash provided
by operating activities increased $2.5 million for the nine months ended
September 30, 2002, compared to the corresponding 2001 period. The increase was
primarily due to the increased operating cash flow generated from the growth of
the OP's GLA substantially offset by the payout of the deferred incentive
compensation in March 2002. Net cash used in investing activities increased
$33.7 million for the nine months ended September 30, 2002, compared to the
corresponding 2001 period. The increase was primarily due to the acquisition of
one center and the buyout of ownership interests in five centers partially
offset by proceeds from sale of an unconsolidated investment. Net cash provided
by financing activities increased by $22.0 million compared to the corresponding
period in 2001. The increase was primarily due to increased debt issuance,
partially offset by decreased offerings of the Company's common stock and
retirements of the Company's preferred stock.

Funds from Operations

Management believes that FFO should be
considered in conjunction with net income, as presented in the statements of
operations included elsewhere herein, to facilitate a clearer understanding of
the operating results of the OP. The White Paper on FFO approved by the Board of
Governors of NAREIT in October 1999 defines FFO as net income (loss) (computed
in accordance with GAAP), excluding gains (or losses) from debt restructuring
and sales of properties, plus real estate related depreciation and amortization
and after adjustments for unconsolidated partnerships and joint ventures. The OP
believes that FFO is helpful to investors as a measure of the performance of an
equity REIT because, along with cash flow from operating activities, financing
activities and investing activities, it provides investors with an indication of
the ability of the OP to incur and service debt, to make capital expenditures
and to fund other cash needs. The OP computes FFO in accordance with the current
standards established by NAREIT which may not be comparable to FFO reported by
other REITs that do not define the term in accordance with the current NAREIT
definition or that interpret the current NAREIT definition differently than the
OP. FFO does not represent cash generated from operating activities in
accordance with GAAP and should not be considered as an alternative to net
income (determined in accordance with GAAP) as an indication of the OP's
financial performance or to cash flow from operating activities (determined in
accordance with GAAP) as a measure of the OP's liquidity, nor is it indicative
of funds available to fund the OP's cash needs, including its ability to make
cash distributions.

`Three Months Ended            Nine Months Ended
                                                           September 30,                 September 30,
                                                            2002         2001          2002           2001
                                                        -------------  -----------   -----------  -------------

Net income to common unitholders......................   $28,228      $14,093         $57,739        $35,645
Add (deduct):
Depreciation and amortization - wholly owned..........    15,045       12,174          42,229         35,479
Depreciation and amortization - joint ventures........       871        1,628           3,673          4,700
Amortization of deferred financing costs and
    depreciation of non-rental real estate assets.....      (573)        (480)         (1,741)        (1,326)
Gain on sale of unconsolidated investment.............   (10,911)           -         (10,911)             -
                                                        ------------  -----------   ------------  ------------
FFO...................................................   $32,660      $27,415         $90,989        $74,498
                                                        ===========   =============   ============  ============
Average units outstanding (1).........................    45,883       40,630          45,538         39,912
Dividends declared per share..........................    $0.485        $0.39          $1.375          $1.17`

(1) Assumes May 28, 2002, 2-for-1 stock/unit split had occurred
on January 1, 2001.

Recent Accounting Pronouncements

In October 2001, the FASB issued Statement of Financial
Accounting Standard No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets", which addresses financial accounting and reporting for the
impairment or disposal of long-lived assets. This standard harmonizes the
accounting for impaired assets and resolves some of the implementation issues as
originally described in SFAS 121. The new standard became effective and was
adopted by the OP on January 1, 2002. The adoption of this pronouncement has not
had a material impact on the OP's results of operations or financial position.

In May 2002, the FASB issued SFAS No. 145, "Reporting Gains and
Losses from Extinguishment of Debt", which rescinded SFAS No. 4, No. 44 and No.
64 and amended SFAS No. 13. The new standard addresses the income statement
classification of gains or losses from the extinguishment of debt and criteria
for classification as extraordinary items. The new standard became effective for
fiscal years beginning after May 15, 2002. The OP adopted this pronouncement on
April 1, 2002. The adoption of this pronouncement did not have a material impact
on the OP's results of operations or financial position.

Critical Accounting Policies and Estimates

The OP's discussion and analysis of its financial condition and
results of operations are based upon the OP's consolidated financial statements
which have been prepared in accordance with accounting principles generally
accepted in the United States. The preparation of these financial statements
requires the OP to make estimates and judgments that affect the reported amounts
of assets, liabilities, revenues and expenses. The OP bases its estimates on
historical experience and on various other assumptions that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.

The OP believes the following critical accounting policies
affect its more significant judgments and estimates used in the preparation of
its consolidated financial statements.

Bad Debt

The OP maintains an allowance for doubtful accounts for
estimated losses resulting from the inability of its tenants to make required
rent payments. If the financial condition of the OP's tenants were to
deteriorate, resulting in an impairment of their ability to make payments,
additional allowances may be required.

Foreign Exchange Exposure

From time to time, the OP may enter into hedging contracts to
protect against fluctuations in foreign exchange rates. Receivables from Chelsea
Japan are recorded in the accompanying financial statements at the exchange rate
on the date of valuation. Significant changes in the exchange rate may result in
changes to the receivable realized.

Valuation of Investments

The OP reviews its investments in unconsolidated affiliates for
impairment wherever events or changes in circumstances indicate that the
carrying value of the asset may not be recoverable.

Economic Conditions

Substantially all leases contain provisions, including
escalations of base rents and percentage rentals calculated on gross sales, to
mitigate the impact of inflation. Inflationary increases in common area
maintenance and real estate tax expenses are substantially all reimbursed by
tenants.

Virtually all tenants have met their lease obligations and the
OP continues to attract and retain quality tenants. The OP intends to reduce
operating and leasing risks by continually improving its tenant mix, rental
rates and lease terms, and by pursuing contracts with creditworthy upscale and
national brand-name tenants.

Item 3. Quantitative and Qualitative Disclosures
about Market Risk

The OP is exposed to changes in interest rates primarily from
its floating rate debt arrangements. In December 2000, the OP implemented a
policy to protect against interest rate and foreign exchange risk. The OP's
primary strategy is to protect against this risk by using derivative
transactions as appropriate to minimize the variability that floating rate
interest and foreign currency fluctuations could have on cash flow. In December
2000, a wholly-owned subsidiary of the OP entered into an interest rate swap
agreement effective January 2, 2001 with a financial institution for a notional
amount of $69.3 million amortizing to $64.1 million to hedge against unfavorable
fluctuations in the LIBOR rates of its secured mortgage loan facility. The hedge
effectively produces a fixed interest rate of 7.2625% on the notional amount
until January 1, 2006.

At September 30, 2002 a hypothetical 100 basis point adverse
move (increase) in U.S. Treasury and LIBOR rates applied to unhedged debt would
adversely affect the OP's annual interest cost by approximately $1.0 million
annually.

Following is a summary of
the OP's debt obligations at September 30, 2002 (in thousands):

`Expected Maturity Date
                        2002     2003     2004     2005       2006     Thereafter    Total       Fair Value
                       -------- ------   -------- --------- -------- ------------- ----------    -----------
Fixed Rate Debt            -        -        -     49,915        -     662,909       712,824        727,719
Average Interest Rate      -        -        -     8.38%         -        7.50%         7.56%             -
Variable Rate Debt         -        -        -     97,035        -      67,500       164,535        164,535
Average Interest Rate      -        -        -     2.88%         -        3.32%         3.06%             -`

Item 4. Controls and Procedures

The Company's chief executive officer and chief financial
officer, based on their evaluation of the OP's disclosure controls and
procedures within the past 90 days, have concluded that such disclosure controls
and procedures were effective to ensure that material information relating to
the OP and required to be disclosed by the OP has been made known to them and
has been recorded, processed, summarized and reported timely. There have not
been any significant changes in the OP's internal controls or in other factors
that could significantly affect these controls subsequent to the date of
evaluation.

CPG Partners, L.P.

Part II.
          Other Information

Item 6. Exhibits and Reports on Form 8-K

(a)

|10.1 | Amended and Restated Credit Agreement dated July 31, 2002 among CPG Partners, L.P.
and Fleet National Bank, individually and as an agent, and other Lending
Institutions listed therein.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b) Current Report on Form 8K and 8K/A reporting under Items 2
and 7 on an event that occurred on August 20, 2002.

Signatures

Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned thereunto duly authorized.

| | CPG PARTNERS, L.P.
By: CHELSEA PROPERTY GROUP, INC., General Partner
By:/s/ Michael J. Clarke
          Michael J. Clarke
          Chief Financial Officer
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------

Date:  November 13, 2002

CERTIFICATION

I, David C.
Bloom, Chief Executive Officer of Chelsea Property Group, Inc., the sole general
partner of CPG Partners, L.P., (the "OP"), certify that:

|1. | I have reviewed this quarterly report on Form 10-Q of the OP;
|-- | -------------------------------------------------------------

|2. | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Based on my knowledge, the financial statements, and other financial information
included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the OP as of, and
for, the periods presented in this quarterly report;
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | The OP's other certifying officers and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the OP and we have:
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (a) | designed such disclosure controls and procedures to ensure that material
information relating to the OP, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in
which this quarterly report is being prepared;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | evaluated the effectiveness of the OP's disclosure controls and procedures
as of a date within 90 days prior to the filing date of this quarterly report
(the "Evaluation Date"); and
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | The OP's other certifying officers and I have disclosed, based on our most
recent evaluation, to the OP's auditors and the audit committee of the
OP's board of directors (or persons performing the equivalent function):
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (a) | all significant deficiencies in the design or operation of internal controls
which could adversely affect the OP's ability to record, process, summarize
and report financial data and have identified for the OP's auditors any
material weaknesses in internal controls; and
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | any fraud, whether or not material, that involves management or other employees
who have a significant role in the OP's internal controls; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------

|6. | The OP's other certifying officers and I have indicated in this quarterly
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: November 13, 2002

| | /s/ David C. Bloom
     David C. Bloom
     Chief Executive Officer
| | -------------------------------------------------------------------

CERTIFICATION

I,
Michael J. Clarke, Chief Financial Officer of Chelsea Property Group, Inc., the
sole general partner of CPG Partners, L.P., (the "OP"), certify that:

|1. | I have reviewed this quarterly report on Form 10-Q of the OP;
|-- | -------------------------------------------------------------

|2. | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Based on my knowledge, the financial statements, and other financial information
included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the OP as of, and
for, the periods presented in this quarterly report;
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | The OP's other certifying officers and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the OP and we have:
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (a) | designed such disclosure controls and procedures to ensure that material
information relating to the OP, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in
which this quarterly report is being prepared;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | evaluated the effectiveness of the OP's disclosure controls and procedures
as of a date within 90 days prior to the filing date of this quarterly report
(the "Evaluation Date"); and
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | The OP's other certifying officers and I have disclosed, based on our most
recent evaluation, to the OP's auditors and the audit committee of the
OP's board of directors (or persons performing the equivalent function):
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (a) | all significant deficiencies in the design or operation of internal controls
which could adversely affect the OP's ability to record, process, summarize
and report financial data and have identified for the OP's auditors any
material weaknesses in internal controls; and
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | any fraud, whether or not material, that involves management or other employees
who have a significant role in the OP's internal controls; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------

|6. | The OP's other certifying officers and I have indicated in this quarterly
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: November 13, 2002

| | /s/ Michael J. Clarke
     Michael J. Clarke
     Chief Financial Officer
| | -------------------------------------------------------------------------

CERTIFICATION

I, David C. Bloom, Chief Executive Officer of Chelsea Property Group, Inc., the
sole general partner of CPG Partners, L.P., (the "OP"), pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, do hereby certify as follows:

|1. | The quarterly report on Form 10-Q of the OP for the period ended September 30, 2002
fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | The information contained in such Form 10-Q fairly presents, in all material
respects, the financial condition and results of operations of the OP.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------

IN WITNESS WHEREOF, I have executed this Certification this 13th
day of November 2002.

| | /s/ David C. Bloom
     David C. Bloom
     Chief Executive Officer
| | -------------------------------------------------------------------

CERTIFICATION

I, Michael J. Clarke, Chief Financial Officer of Chelsea Property Group, Inc.,
the sole general partner of CPG Partners, L.P., (the "OP"), pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, do hereby certify as follows:

|1. | The quarterly report on Form 10-Q of the OP for the period ended September 30,
2002 fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | The information contained in such Form 10-Q fairly presents, in all material
respects, the financial condition and results of operations of the OP.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------

IN WITNESS WHEREOF, I have executed this Certification this 13th day of
November, 2002.

| | /s/ Michael J. Clarke
     Michael J. Clarke
     Chief Financial Officer
| | -------------------------------------------------------------------------