FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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

                For the quarterly period ended September 30, 2001

                                       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 Numbers:
                                   33-99736-01
                                   333-3526-01
                                  333-39365-01
                                  333-61394-01

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

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

       3200 Northline Avenue, Suite 360, Greensboro, North Carolina 27408
                    (Address of principal executive offices)
                                   (Zip code)

                                 (336) 292-3010
              (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

                                       1
<PAGE>



                      TANGER PROPERTIES LIMITED PARTNERSHIP

                                      Index

                          Part I. Financial Information

                                                                     Page Number
Item 1.  Financial Statements (Unaudited)

  Statements of Operations
    For the three and nine months ended September 30, 2001 and 2000          3

  Balance Sheets
    As of September 30, 2001 and December 31, 2000                           4

  Statements of Cash Flows
    For the nine months ended September 30, 2001 and 2000                    5

  Notes to Financial Statements                                              6

Item 2.  Management's Discussion and Analysis of Financial

  Condition and Results of Operations                                       10



                                                  Part II. Other Information

Item 1.  Legal proceedings                                                  19

Item 6.  Exhibits and Reports on Form 8-K                                   19

Signatures                                                                  19



                                       2
<PAGE>

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

                                                                     Three Months Ended             Nine Months Ended
                                                                        September 30,                 September 30,
                                                                       2001        2000             2001         2000
----------------------------------------------------------------------------------------------------------------------
                                                                        (Unaudited)                  (Unaudited)
REVENUES
<S>                                                                <C>         <C>               <C>         <C>
  Base rentals                                                     $ 18,801    $ 17,492          $55,643     $ 52,912
  Percentage rentals                                                    598         898            1,448        1,902
  Expense reimbursements                                              7,240       7,791           22,512       22,138
  Other income                                                          846       1,165            1,923        3,501
----------------------------------------------------------------------------------------------------------------------
       Total revenues                                                27,485      27,346           81,526       80,453
----------------------------------------------------------------------------------------------------------------------
EXPENSES
  Property operating                                                  8,448       8,751           26,103       24,458
  General and administrative                                          2,012       1,862            6,097        5,489
  Interest                                                            7,546       6,852           22,837       20,451
  Depreciation and amortization                                       7,202       6,537           21,339       19,512
----------------------------------------------------------------------------------------------------------------------
       Total expenses                                                25,208      24,002           76,376       69,910
----------------------------------------------------------------------------------------------------------------------
Income before loss on sale of real estate
   and extraordinary item                                             2,277       3,344            5,150       10,543
Loss on sale of real estate                                             ---         ---              ---       (5,935)
----------------------------------------------------------------------------------------------------------------------
Income before extraordinary item                                      2,277       3,344            5,150        4,608
Extraordinary item - Loss on early extinguishment of debt               ---         ---             (180)         ---
----------------------------------------------------------------------------------------------------------------------
Net income                                                            2,277       3,344            4,970        4,608
Less applicable preferred unit distributions                           (443)       (449)          (1,328)      (1,382)
----------------------------------------------------------------------------------------------------------------------
Income available to common unitholders                                1,834       2,895            3,642        3,226
Income allocated to limited partners                                  1,809       2,855            3,592        3,181
----------------------------------------------------------------------------------------------------------------------
Income allocated to general partner                                    $ 25        $ 40             $ 50         $ 45
----------------------------------------------------------------------------------------------------------------------

Basic earnings per common unit:
  Income before extraordinary item                                    $ .17       $ .26            $ .35        $ .30
  Extraordinary item                                                    ---         ---             (.02)         ---
----------------------------------------------------------------------------------------------------------------------
  Net income                                                          $ .17       $ .26            $ .33        $ .30
----------------------------------------------------------------------------------------------------------------------

Diluted earnings per common unit:
  Income before extraordinary item                                    $ .17       $ .26            $ .35        $ .29
  Extraordinary item                                                    ---         ---             (.02)         ---
----------------------------------------------------------------------------------------------------------------------
  Net income                                                          $ .17       $ .26            $ .33        $ .29
----------------------------------------------------------------------------------------------------------------------

Distributions paid per common unit                                    $ .61       $ .61           $ 1.83       $ 1.82
----------------------------------------------------------------------------------------------------------------------

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


                                       3
<PAGE>

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

                                                                                   September 30,     December 31,
                                                                                       2001              2000
-----------------------------------------------------------------------------------------------------------------
                                                                                            (Unaudited)
ASSETS
  Rental Property
<S>                                                                                  <C>                <C>
    Land                                                                             $ 59,858           $ 59,858
    Buildings, improvements and fixtures                                              538,342            505,554
    Developments under construction                                                       ---             19,516
-----------------------------------------------------------------------------------------------------------------
                                                                                      598,200            584,928
    Accumulated depreciation                                                         (142,182)          (122,365)
-----------------------------------------------------------------------------------------------------------------
  Rental property, net                                                                456,018            462,563
  Cash and cash equivalents                                                               200                632
  Deferred charges, net                                                                11,666              8,566
  Other assets                                                                         16,250             15,512
-----------------------------------------------------------------------------------------------------------------
      Total assets                                                                  $ 484,134          $ 487,273
-----------------------------------------------------------------------------------------------------------------

LIABILITIES AND PARTNERS' EQUITY
Liabilities
  Debt
    Senior, unsecured notes                                                         $ 175,000          $ 150,000
    Mortgages payable                                                                 177,285            135,313
    Term note, unsecured                                                                  ---             20,000
    Lines of credit                                                                    10,628             41,530
-----------------------------------------------------------------------------------------------------------------
                                                                                      362,913            346,843
  Construction trade payables                                                           6,431              9,784
  Accounts payable and accrued expenses                                                14,037             12,672
-----------------------------------------------------------------------------------------------------------------
      Total liabilities                                                               383,381            369,299
-----------------------------------------------------------------------------------------------------------------
Commitments
Partners' equity
  General partner                                                                       1,387              1,611
  Limited partners                                                                    100,410            116,363
  Accumulated other comprehensive loss                                                 (1,044)               ---
-----------------------------------------------------------------------------------------------------------------
      Total partners' equity                                                          100,753            117,974
-----------------------------------------------------------------------------------------------------------------
      Total liabilities and partners' equity                                        $ 484,134          $ 487,273
-----------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
</TABLE>


                                       4
<PAGE>

<TABLE>
<CAPTION>
                                       TANGER PROPERTIES LIMITED PARTNERSHIP
                                              STATEMENTS OF CASH FLOWS
                                                   (In thousands)
                                                                                                  Nine Months Ended
                                                                                                     September 30,
                                                                                                  2001          2000
---------------------------------------------------------------------------------------------------------------------
                                                                                                     (Unaudited)
OPERATING ACTIVITIES
<S>                                                                                            <C>           <C>
  Net income                                                                                   $ 4,970       $ 4,608
  Adjustments to reconcile net income to net cash provided by
    operating activities:
      Depreciation and amortization                                                             21,339        19,512
      Amortization of deferred financing costs                                                   1,299           928
      Loss on early extinguishment of debt                                                         180           ---
      Loss on sale of real estate                                                                  ---         5,935
      Gain on sale of outparcels of land                                                           ---          (908)
      Straight-line base rent adjustment                                                           269           170
  Increase (decrease) due to changes in:
      Other assets                                                                                 631          (594)
      Accounts payable and accrued expenses                                                        321           609
---------------------------------------------------------------------------------------------------------------------
        Net cash provided by operating activites                                                29,009        30,260
---------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
  Additions to rental properties                                                               (16,595)      (25,896)
  Additions to investments in joint ventures                                                    (4,044)          (20)
  Additions to deferred lease costs                                                             (1,232)       (1,894)
  Net proceeds from sale of real estate                                                            723         8,598
  Insurance proceeds from casualty losses                                                          ---         4,046
  Repayments from (advances to) officers                                                         1,422          (358)
---------------------------------------------------------------------------------------------------------------------
        Net cash used in investing activities                                                  (19,726)      (15,524)
---------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
  Cash distributions paid                                                                      (21,348)      (21,254)
  Proceeds from issuance of debt                                                               243,853       140,084
  Repayments of debt                                                                          (227,783)     (132,683)
  Additions to deferred financing costs                                                         (4,638)       (1,184)
  Proceeds from exercise of unit options                                                           201           ---
---------------------------------------------------------------------------------------------------------------------
        Net cash used in financing activities                                                   (9,715)      (15,037)
---------------------------------------------------------------------------------------------------------------------
Net decrease in cash and cash equivalents                                                         (432)         (301)
Cash and cash equivalents, beginning of period                                                     632           501
---------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                                                         $ 200         $ 200
---------------------------------------------------------------------------------------------------------------------

Supplemental schedule of non-cash investing activities:
The Operating Partnership purchases capital equipment and incurs costs relating to construction of new facilities,
including tenant finishing allowances.  Expenditures included in construction trade payables as of
September 30, 2001 and 2000 amounted to $6,431 and $13,110, respectively.

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


                                       5
<PAGE>


                      TANGER PROPERTIES LIMITED PARTNERSHIP
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2001
                                   (Unaudited)

1.   Business

Tanger Properties  Limited  Partnership (the "Operating  Partnership"),  a North
Carolina  limited  partnership,  develops,  owns  and  operates  factory  outlet
centers.  We  are  controlled  by  Tanger  Factory  Outlet  Centers,  Inc.  (the
"Company"),  a fully-integrated,  self-administered,  self-managed,  real estate
investment trust ("REIT") as the sole shareholder of our general partner, Tanger
GP Trust. Unless the context indicates otherwise, the terms "we", "our" and "us"
refer to the Operating  Partnership or the Operating Partnership and the Company
together, as the text requires.

2.   Basis of Presentation

Our unaudited  Financial  Statements  have been prepared  pursuant to accounting
principles generally accepted in the United States of America and should be read
in  conjunction  with the Financial  Statements  and Notes thereto of our Annual
Report on Form 10-K for the year ended  December 31, 2000.  Certain  information
and note  disclosures  normally  included in  financial  statements  prepared in
accordance with accounting principles generally accepted in the United States of
America have been  condensed or omitted  pursuant to the Securities and Exchange
Commission's  ("SEC") rules and regulations,  although  management believes that
the disclosures are adequate to make the information presented not misleading.

Investments  in  real  estate  joint  ventures  that  represent  non-controlling
ownership  interests are  accounted  for using the equity method of  accounting.
These investments are recorded  initially at cost and subsequently  adjusted for
net equity in income (loss) and cash  contributions  and  distributions  and are
included  in other  assets in our  Balance  Sheets.  Equity in income  (loss) is
included in other income in our Statements of Operations.

Certain amounts  previously  reported for 2000 have been reclassified to conform
to classifications used in 2001.

The accompanying Financial Statements reflect, in the opinion of management, all
adjustments   necessary  for  a  fair  presentation  of  the  interim  financial
statements. All such adjustments are of a normal and recurring nature.

3.   Development of Rental Properties

During  the  first  nine  months of 2001,  we added  91,100  square  feet to the
portfolio in San Marcos,  Texas. In addition, we have approximately 6,000 square
feet of expansion space  substantially  complete in San Marcos that is scheduled
to open during the remainder of 2001.

Commitments  to  complete   construction  of  the  expansions  to  the  existing
properties and other capital expenditure  requirements amounted to approximately
$1.1 million at September 30, 2001.  Commitments for construction represent only
those costs contractually required to be paid by us.

Interest costs capitalized  during the three months ended September 30, 2001 and
2000  amounted to $48,000 and  $328,000,  respectively,  and for the nine months
ended   September   30,  2001  and  2000  amounted  to  $471,000  and  $687,000,
respectively.

                                       6
<PAGE>

Through our joint venture,  TWMB  Associates,  LLC ("TWMB"),  with  Rosen-Warren
Development  LLC, we began  construction in September 2001 on the first phase of
our 400,000 square foot center in Myrtle Beach, South Carolina.  The first phase
will  consist of  approximately  260,000  square  feet with  stores  tentatively
expected to begin opening in late 2002.

4.   Investments in Real Estate Joint Ventures

At September  30,  2001,  our  investment  in  unconsolidated  real estate joint
ventures, of which we own 50%, was $4.2 million and is included in other assets.
Our  investment  in real estate joint  ventures is reduced by 50% of the profits
earned for services we provided for the joint ventures.

The acquisition and development of the venture  properties are subject to, among
other things,  completion of due diligence and various contingencies,  including
those inherent in development projects,  such as zoning,  leasing and financing.
There  can be no  assurance  that  such  transactions  will be  consummated.  On
September 17, 2001,  TWMB closed on a  construction  loan in the amount of $36.2
million with Bank of America,  NA (Agent) and  SouthTrust  Bank, the proceeds of
which will be used to develop the Tanger Outlet  Center in Myrtle Beach,  SC. As
of September  30,  2001,  the  construction  loan had a zero  balance.  All debt
incurred  by  unconsolidated  joint  ventures  is  secured  by their  respective
properties  as well as various  joint and  several  guarantees  by us and by our
respective venture partners.

Summary unaudited  financial  information of joint ventures  accounted for using
the equity method is as follows (in thousands):
<TABLE>
<CAPTION>
                                                             September 30,
Balance Sheets                                                   2001
--------------------------------------------------------------------------
Assets:
<S>                                                               <C>
Investment properties at cost, net                                $ 1,986
Cash and cash equivalents                                           5,440
Other assets                                                        2,453
                                                                 --------
Total Assets                                                      $ 9,879
                                                                =========

Liabilities and Venturers' Equity:
Accounts payable and other liabilities                            $ 1,249
                                                                ---------
Total liabilities                                                   1,249
Venturers' equity                                                   8,630

Total liabilities and venturers' equity                           $ 9,879
                                                               ==========
</TABLE>

5.   Debt

On May 1, 2001,  we entered  into an eight  year  collateralized  loan with John
Hancock Life Insurance  Company for $19.45 million at a fixed rate of 7.98%. The
proceeds were used to reduce amounts outstanding under existing lines of credit.

On March 26, 2001,  we entered into a five year  collateralized  loan with Wells
Fargo  Bank for $24.0  million  at a  variable  rate of LIBOR  plus  1.75%.  The
proceeds were used to reduce amounts outstanding under existing lines of credit.
Additionally  on March 26, 2001,  we extended the maturity  date of our existing
$29.5 million term loan with Wells Fargo Bank from July 2005 to March 2006.

                                       7
<PAGE>

On February 9, 2001, we issued $100 million of 9.125% senior,  unsecured  notes,
maturing on February  15,  2008.  The net  proceeds of $97 million  were used to
repay all of the  outstanding  indebtedness  under our $75  million  8.75% notes
which were due March 11, 2001.  The net proceeds were also used to repay the $20
million LIBOR plus 2.25% term loan due January 2002 with Fleet National Bank and
Bank of America.  The interest rate swap  agreements  associated  with this loan
were  terminated  at a cost of  $295,200  which has been  included  in  interest
expense. In addition,  approximately  $180,000 of unamortized costs were written
off as an  extraordinary  item.  The  remaining  proceeds  were used for general
operating purposes.

At  September  30,  2001,  we had  revolving  lines of credit with an  unsecured
borrowing  capacity of $85 million,  of which $74.4  million was  available  for
additional  borrowings.  During the first nine months of 2001,  we extended  the
maturity on two $25 million lines of credit from June 30, 2002 to June 30, 2003.

On October 3, 2001 we cancelled a $10 million  revolving  credit  facility which
reduced our unsecured lines of credit  borrowing  capacity to $75 million.  This
credit  facility  had been  reduced  from $25  million to $10 million on July 1,
2001.  Accordingly,  approximately  $26,000 of unamortized costs associated with
the credit facility will be written off during the fourth quarter of 2001.

6.   Accounting Change - Derivative Financial Instruments

Effective  January  1,  2001,  we  adopted  Statement  of  Financial  Accounting
Standards  No.  133,   "Accounting   for  Derivative   Instruments  and  Hedging
Activities",  as amended by FAS 137 and FAS 138  (collectively,  "FAS 133"). The
cumulative effect of the change in accounting  principle related to the adoption
of FAS 133 resulted in the  recognition of a $299,500 loss to accumulated  other
comprehensive  income on the date of  adoption.  As discussed in Note 5, certain
interest rate swap agreements  were terminated  during the first quarter and the
other  comprehensive  loss totaling $146,700  recognized at adoption relating to
these agreements was reclassified to earnings. In accordance with the provisions
of FAS 133, our sole remaining  interest rate swap agreement has been designated
as a cash flow hedge and is  carried  on the  balance  sheet at fair  value.  At
September  30,  2001,  the fair value of the hedge is recorded as a liability of
$1,044,000  in accounts  payable and  accrued  expenses.  For the three and nine
months ended  September 30, 2001,  the change in the fair value of the remaining
derivative   instrument   was  recorded  as  a  $442,000   and  $891,000   loss,
respectively,  to accumulated other  comprehensive  income.  Total comprehensive
income for the three and nine months ended  September 30, 2001 is as follows (in
thousands):
<TABLE>
<CAPTION>
                                                                             Three Months Ended             Nine Months Ended
                                                                             September 30, 2001            September 30, 2001
                                                                             ------------------            -------------------
<S>                                                                                 <C>                          <C>
Net income                                                                          $ 2,277                      $ 4,970
  Other comprehensive income (loss):
    Cummulative effect adjustment of FAS 133 adoption                                   ---                         (300)
    Reclassification to earnings on termination of cash flow hedge                      ---                          147
    Change in fair value of cash flow hedge                                            (442)                        (891)
--------------------------------------------------------------------------------------------------------------------------------
Other comprehensive (loss)                                                             (442)                      (1,044)
--------------------------------------------------------------------------------------------------------------------------------
Total comprehensive income                                                          $ 1,835                      $ 3,926
--------------------------------------------------------------------------------------------------------------------------------

</TABLE>

                                       8
<PAGE>

7.   Earnings Per Unit

The  following  table  sets  forth  a  reconciliation   of  the  numerators  and
denominators  in computing  earnings per unit in  accordance  with  Statement of
Financial Accounting Standards No. 128, Earnings Per Share (in thousands, except
per unit amounts):
<TABLE>
<CAPTION>

                                                                        Three Months Ended                Nine Months Ended
                                                                           September 30,                   September 30,
                                                                         2001         2000                2001         2000
----------------------------------------------------------------------------------------------------------------------------
Numerator:
<S>                                                                    <C>          <C>                 <C>          <C>
  Income before extraordinary item                                     $ 2,277      $ 3,344             $ 5,150      $ 4,608
  Less applicable preferred unit distributions                            (443)        (449)             (1,328)      (1,382)
----------------------------------------------------------------------------------------------------------------------------
  Income available to common unitholders -
    numerator for basic and diluted earnings per unit                  $ 1,834      $ 2,895             $ 3,822      $ 3,226
----------------------------------------------------------------------------------------------------------------------------
Denominator:
  Basic weighted average common units                                   10,963       10,938              10,957       10,919
  Effect of outstanding unit options                                        22           49                  23           25
----------------------------------------------------------------------------------------------------------------------------
  Diluted weighted average common units                                 10,985       10,987              10,980       10,944
----------------------------------------------------------------------------------------------------------------------------
Basic earnings per unit before extraordinary item                        $ .17        $ .26               $ .35        $ .30
----------------------------------------------------------------------------------------------------------------------------
Diluted earnings per unit before extaordinary item                       $ .17        $ .26               $ .35        $ .29
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

The computation of diluted earnings per unit before  extraordinary item excludes
options to purchase  common  units when the  exercise  price is greater than the
average market price of the common units for the period. The market price of the
common units is  considered  to be  equivalent to the market price of the common
shares of Tanger Factory Outlet  Centers,  Inc., the sole owner of the Operating
Partnership's  general partner.  Options excluded totaled  1,190,000 and 631,000
for the three  months  ended  September  30,  2001 and 2000,  respectively,  and
1,192,000 and  1,226,000 for the nine months ended  September 30, 2001 and 2000,
respectively.  The assumed  conversion of preferred  units to common units as of
the beginning of the year would have been anti-dilutive

At September  30, 2001 and December 31,  2000,  the  ownership  interests of the
Operating Partnership consisted of the following:

<TABLE>
<CAPTION>

                                                    2001           2000
-------------------------------------------------------------------------
<S>                                                <C>            <C>
Preferred units                                    80,600         80,600
=========================================================================
Common units:
General partner                                   150,000        150,000
Limited partners                               10,813,016     10,802,216
-------------------------------------------------------------------------
Total                                          10,963,016     10,952,216
-------------------------------------------------------------------------
</TABLE>

                                       9
<PAGE>

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

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

The  discussion  of  our  results  of  operations  reported  in  the  unaudited,
Statements of Operations  compares the three and nine months ended September 30,
2001  with  the  three  and  nine  months  ended  September  30,  2000.  Certain
comparisons  between the periods are made on a percentage  basis as well as on a
weighted  average gross leasable area ("GLA")  basis, a technique  which adjusts
for certain  increases or  decreases in the number of centers and  corresponding
square feet related to the development, acquisition, expansion or disposition of
rental  properties.  The computation of weighted average GLA, however,  does not
adjust for  fluctuations in occupancy that may occur  subsequent to the original
opening date.

Cautionary Statements

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

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

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

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

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



                                       10
<PAGE>

General Overview

At  September  30, 2001,  we owned 29 centers in 20 states  totaling 5.3 million
square  feet of GLA  compared  to 29 centers in 20 states  totaling  5.0 million
square feet of GLA at September  30, 2000.  Since  September  30, 2000,  we have
expanded our Sevierville,  Tennessee;  Lancaster,  Pennsylvania; and San Marcos,
Texas centers, increasing GLA by a net of approximately 322,000 square feet.

During  the  first  nine  months of 2001,  we added  91,100  square  feet to the
portfolio in San Marcos, TX. Currently,  we have an additional 6,000 square feet
of expansion space substantially  complete in San Marcos, TX, which is scheduled
to open during the remainder of 2001.

Through TWMB,  our joint  venture with  Rosen-Warren  Development  LLC, we began
construction  in  September  2001 on the first phase of our 400,000  square foot
center in Myrtle  Beach,  SC.  The first  phase will  consist  of  approximately
260,000  square feet with stores  tentatively  expected to begin opening in late
2002.

A summary of the operating results for the three and nine months ended September
30, 2001 and 2000 is  presented  in the  following  table,  expressed in amounts
calculated on a weighted average GLA basis.
<TABLE>
<CAPTION>
                                                                        Three Months Ended           Nine Months Ended
                                                                           September 30,               September 30,
                                                                         2001        2000            2001        2000
----------------------------------------------------------------------------------------------------------------------
<S>                       <C>                                           <C>         <C>             <C>         <C>
GLA open at end of period (000's)                                       5,326       5,004           5,326       5,004
Weighted average GLA (000's) (1)                                        5,317       5,010           5,289       5,117
Outlet centers in operation                                                29          29              29          29
Centers sold                                                              ---         ---             ---           2
Centers expanded                                                          ---         ---               1         ---
States operated in at end of period                                        20          20              20          20
Occupancy percentage at end of period                                     95%         95%             95%         95%

Per square foot
Revenues
  Base rentals                                                         $ 3.54      $ 3.49         $ 10.52     $ 10.34
  Percentage rentals                                                      .11         .18             .27         .37
  Expense reimbursements                                                 1.36        1.56            4.26        4.33
  Other income                                                            .16         .23             .36         .68
----------------------------------------------------------------------------------------------------------------------
    Total revenues                                                       5.17        5.46           15.41       15.72
----------------------------------------------------------------------------------------------------------------------
Expenses
  Property operating                                                     1.59        1.75            4.94        4.78
  General and administrative                                              .38         .37            1.15        1.07
  Interest                                                               1.42        1.37            4.32        4.00
  Depreciation and amortization                                          1.35        1.30            4.03        3.81
----------------------------------------------------------------------------------------------------------------------
    Total expenses                                                       4.74        4.79           14.44       13.66
----------------------------------------------------------------------------------------------------------------------
Income before loss on sale of real estate
  and extraordinary item                                                $ .43       $ .67           $ .97      $ 2.06
----------------------------------------------------------------------------------------------------------------------

(1)  GLA weighted by months of operations.  GLA is not adjusted for fluctuations
     in occupancy which may occur subsequent to the original opening date.
</TABLE>

                                       11
<PAGE>

RESULTS OF OPERATIONS

Comparison  of the three  months  ended  September  30, 2001 to the three months
ended September 30, 2000

Base rentals increased $1.3 million,  or 7%, in the 2001 period when compared to
the same  period in 2000.  The  increase is  primarily  due to the effect of the
expansions  during the fourth quarter of 2000 and continuing into the first half
of 2001 in our San Marcos, TX center as mentioned in the General Overview above.
Base rent per weighted  average GLA increased by $.05 per square foot from $3.49
per square foot in the three months ended September 30, 2000 to $3.54 per square
foot in the three  months  ended  September  30,  2001.  The  increase is mainly
attributable  to the  slightly  higher than  average  base rent in the  expanded
centers.

Percentage  rentals,  which represent revenues based on a percentage of tenants'
sales volume above predetermined levels (the "breakpoint"),  decreased $300,000,
and on a weighted  average  GLA basis,  decreased  $.07 per square  foot in 2001
compared to 2000. September 2001 same-store sales decreased by 5% as a result of
the  effects  on  consumer  spending  caused  in part by the  tragic  events  of
September  11,  2001.  For the first nine  months of 2001,  reported  same-store
sales, defined as the weighted average sales per square foot reported by tenants
for stores open since  January 1, 2001,  decreased by 3% resulting in a decrease
in percentage rental income.

Expense reimbursements, which represent the contractual recovery from tenants of
certain  common  area  maintenance,   insurance,   property  tax,   promotional,
advertising and management expenses generally  fluctuates  consistently with the
reimbursable   property  operating   expenses  to  which  it  relates.   Expense
reimbursements,  expressed  as a  percentage  of  property  operating  expenses,
decreased  from  89% in 2000 to 86% in 2001  primarily  as a  result  of  higher
non-reimbursable expenses.

Other  income  decreased  $319,000  in 2001  compared  to 2000.  The 2000 period
included  gains  on sales  of  outparcels  of land of  $482,000  compared  to no
outparcel  sales in 2001.  This  decrease  was offset in part by higher  vending
income in 2001.

Property operating expenses decreased by $303,000,  or 3%, in the 2001 period as
compared to the 2000 period and, on a weighted average GLA basis, decreased $.16
per  square  foot  from  $1.75  to  $1.59.  The  decrease  is  the  result  of a
company-wide effort to improve operating efficiencies and reduce costs in common
area maintenance and marketing.

General and administrative  expenses  increased by $150,000,  or 8%, in the 2001
period as compared to the 2000 period and, as a  percentage  of total  revenues,
were approximately 7% of total revenues in both the 2001 and 2000 periods.

Interest  expense  increased  $694,000 during the 2001 period as compared to the
2000 period due  primarily  to our  increased  debt levels  attributable  to the
additional  326,000 square feet of development  completed  since September 2000.
Depreciation  and amortization per weighted average GLA increased from $1.30 per
square  foot in the 2000  period to $1.35 per square foot in the 2001 period due
to a higher  mix of  tenant  finishing  allowances  included  in  buildings  and
improvements which are depreciated over shorter lives (i.e. over lives generally
ranging  from 3 to 10 years as opposed  to other  construction  costs  which are
depreciated over lives ranging from 15 to 33 years).

Comparison of the nine months ended  September 30, 2001 to the nine months ended
September 30, 2000

Base rentals increased $2.7 million,  or 5%, in the 2001 period when compared to
the same  period in 2000.  The  increase is  primarily  due to the effect of the
expansions  completed  since  September  30,  2000,  as mentioned in the General
Overview  above,  offset by the loss of rent from the  sales of the  centers  in
Lawrence,  Kansas and  McMinnville,  Oregon in June 2000. Base rent per weighted
average GLA increased by $.18 per square foot from $10.34 per square foot in the
nine  months  ended  September  30,  2000 to $10.52 per square  foot in the nine
months ended  September 30, 2001.  The increase is the result of the  expansions
which had a higher  average base rent per square foot  compared to the portfolio
average and the sales of the centers in Lawrence,  KS and McMinnville,  OR which
had a lower average base rent per square foot compared to the portfolio average.

                                       12
<PAGE>

Percentage  rentals  decreased  $454,000,  and on a weighted  average GLA basis,
decreased  $.10  per  square  foot in 2001  compared  to  2000.  September  2001
same-store sales decreased by 5% as a result of the effects on consumer spending
caused in part by the tragic  events of September  11, 2001.  For the first nine
months of 2001, reported same-store sales, defined as the weighted average sales
per square  foot  reported  by tenants  for stores  open since  January 1, 2001,
decreased by 3% resulting in a decrease in percentage  rental  income.  Reported
same-space sales for the rolling twelve months ended September 30, 2001, defined
as the  weighted  average  sales per square foot  reported in space open for the
full duration of each comparison  period,  increased 3% to $284,  reflecting the
continued  success  of  our  strategy  to  re-merchandise  selected  centers  by
replacing low volume tenants with high volume tenants. Reported tenant sales for
the first nine months of 2001 for all Tanger Outlet Centers  increased by 10% to
$968 million compared to $880 million in 2000.

Expense reimbursements, which represent the contractual recovery from tenants of
certain  common  area  maintenance,   insurance,   property  tax,   promotional,
advertising and management expenses generally  fluctuates  consistently with the
reimbursable   property  operating   expenses  to  which  it  relates.   Expense
reimbursements,  expressed  as a  percentage  of  property  operating  expenses,
decreased  from  90% in 2000 to 86% in 2001  primarily  as a  result  of  higher
non-reimbursable expenses.

Other income  decreased  $1.6 million in 2001 compared to 2000.  The 2000 period
included gains on sales of land outparcels totaling $908,000 and the recognition
of business  interruption  insurance  proceeds relating to the Stroud,  Oklahoma
center  totaling  $985,000 which were recognized in the first six month of 2000.
These items were offset in part by  increases  in the 2001 period in vending and
interest income.

Property operating expenses increased by $1.6 million, or 7%, in the 2001 period
as compared to the 2000 period and, on a weighted  average GLA basis,  increased
$.16 per  square  foot from  $4.78 to $4.94.  The  increases  are the  result of
certain  increases  in real  estate  tax  assessments  and  higher  common  area
maintenance expenses.

General and  administrative  expenses  increased  $608,000,  or 11%, in the 2001
period as compared to the 2000 period and, as a  percentage  of total  revenues,
were approximately 7% of total revenues in both the 2001 and 2000 periods.

Interest  expense  increased  $2.4 million during the 2001 period as compared to
the 2000 period due primarily to our increased debt levels  attributable  to the
additional  326,000 square feet of development  completed  since September 2000.
Our strategy to replace  short-term,  variable rate debt with  long-term,  fixed
rate debt and extend our  average  debt  maturities  has  resulted in an overall
higher  interest  rate on  outstanding  debt.  Also,  $295,200 paid to terminate
certain  interest  rate  swap  agreements  during  the  first  quarter  of  2001
contributed to the increase in interest  expense.  Depreciation and amortization
per  weighted  average GLA  increased  6% from $3.81 per square foot in the 2000
period to $4.03 per square foot in the 2001 period due to a higher mix of tenant
finishing   allowances   included  in  buildings  and  improvements   which  are
depreciated  over shorter lives (i.e. over lives generally  ranging from 3 to 10
years as opposed to other  construction  costs which are depreciated  over lives
ranging from 15 to 33 years).

The extraordinary loss recognized in the 2001 period represents the write-off of
unamortized  deferred  financing  costs  related  to debt that was  extinguished
during the period prior to its scheduled maturity.


                                       13
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Net cash  provided by operating  activities  was $29.0 million and $30.3 million
for the nine months ended  September 30, 2001 and 2000,  respectively.  The $1.3
million decrease in cash provided by operating activities is due primarily to an
increase in interest  expense in 2001 when compared to 2000 offset by a decrease
in certain other assets. Net cash used in investing activities was $19.7 million
and $15.5  million  during 2001 and 2000,  respectively.  Cash used in investing
activities in 2000 was favorably  impacted by the receipt of insurance  proceeds
from casualty losses.  Net cash used in financing  activities  decreased to $9.7
million  during the first nine months of 2001 from $15.0  million in 2000 due to
the increase in overall debt offset by  additions  to deferred  financing  costs
related to the February bond offering and other debt issuances  during the first
nine months of the year.

During  the  first  nine  months of 2001,  we added  91,100  square  feet to the
portfolio in San Marcos, TX. Currently,  we have an additional 6,000 square feet
of expansion space substantially  complete in San Marcos, TX, which is scheduled
to open during the remainder of 2001.  Commitments to complete  construction  of
the  expansions  to  the  existing  properties  and  other  capital  expenditure
requirements  amounted to  approximately  $1.1  million at  September  30, 2001.
Commitments for construction  represent only those costs contractually  required
to be paid by us.

Future Developments

On  September  20,  2001  through  TWMB,  our joint  venture  with  Rosen-Warren
Development  LLC,  we began  construction  on the first phase of our new 400,000
square  foot  Tanger  Outlet  Center in Myrtle  Beach,  SC. The first phase will
consist of  approximately  260,000  square feet and  include  over 60 brand name
outlet  tenants.  Currently,  leases for over 195,000 square feet, or 75% of the
first phase are fully executed. Stores are tentatively expected to begin opening
in late 2002.

We have an option to purchase the retail  portion of a site at the Bourne Bridge
Rotary in Cape Cod, Massachusetts.  Based on tenant demand, we plan to develop a
new 250,000  square foot outlet  center.  The entire site will contain more than
750,000 square feet of mixed-use  entertainment,  retail, office and residential
community  built  in the  style  of a Cape Cod  Village.  Obtaining  appropriate
approvals from local and state planning authorities for the project continues to
be a challenge that currently prohibits us from estimating store openings.

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

Financing Arrangements

On May 1, 2001,  we entered  into an eight  year  collateralized  loan with John
Hancock Life Insurance  Company for $19.45 million at a fixed rate of 7.98%. The
proceeds were used to reduce amounts outstanding under existing lines of credit.

On March 26, 2001,  we entered into a five year  collateralized  loan with Wells
Fargo  Bank for $24.0  million  at a  variable  rate of LIBOR  plus  1.75%.  The
proceeds were used to reduce amounts outstanding under existing lines of credit.
Additionally  on March 26, 2001,  we extended the maturity  date of our existing
$29.5 million term loan with Wells Fargo Bank from July 2005 to March 2006.


                                       14
<PAGE>

On February 9, 2001, we issued $100 million of 9.125% senior,  unsecured  notes,
maturing on February  15,  2008.  The net  proceeds of $97 million  were used to
repay all of the  outstanding  indebtedness  under our $75  million  8.75% notes
which were due March 11, 2001.  The net proceeds were also used to repay the $20
million LIBOR plus 2.25% term loan due January 2002 with Fleet National Bank and
Bank of America.  The interest rate swap  agreements  associated  with this loan
were  terminated  at a cost of  $295,200  which has been  included  in  interest
expense. In addition,  approximately  $180,000 of unamortized costs were written
off as an  extraordinary  item.  The  remaining  proceeds  were used for general
operating purposes.

At September  30, 2001,  approximately  51% of our  outstanding  long-term  debt
represented  unsecured  borrowings  and  approximately  59% of our  real  estate
portfolio was  unencumbered.  The average  interest  rate,  including  loan cost
amortization,  on average debt  outstanding  for the nine months ended September
30, 2001 was 8.82%.

We intend to retain the ability to raise  additional  capital,  including public
debt as described above, to pursue attractive investment  opportunities that may
arise  and to  otherwise  act in a  manner  that we  believe  to be in our  best
interest and our partners'  interests.  During the second  quarter of 2001,  the
Operating  Partnership and the Company amended their shelf  registration for the
ability  to  issue  up to $200  million  in debt  and  $200  million  in  equity
securities. We may also consider selling certain properties that do not meet our
long-term  investment  criteria as well as outparcels on existing  properties to
generate capital to reinvest into other attractive investment opportunities.

We maintain  revolving lines of credit that provide for unsecured  borrowings up
to $85 million,  of which $74.4 million was available for additional  borrowings
at  September  30, 2001.  During the first nine months of 2001,  we extended the
maturity on two $25 million lines of credit from June 30, 2002 to June 30, 2003.
On October 3, 2001 we cancelled a $10 million  revolving  credit  facility which
reduced our unsecured lines of credit  borrowing  capacity to $75 million.  This
credit  facility  had been  reduced  from $25  million to $10 million on July 1,
2001.

Based on cash  provided  by  operations,  existing  credit  facilities,  ongoing
negotiations  with  certain  financial  institutions,  the  February  2001  bond
offering and funds  available under the shelf  registration,  we believe that we
have access to the necessary financing to fund the planned capital  expenditures
during 2001.

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

On October 12,  2001,  the Board of Trustees of the general  partner  declared a
$.61 cash  distribution  per common unit  payable on  November  15, 2001 to each
unitholder  of record on October 31, 2001.  The Board of Trustees of the general
partner also declared a cash  distribution  of $.5496 per preferred unit payable
on November 15, 2001 to each preferred unitholder of record on October 31, 2001.

Market Risk

We are exposed to various  market risks,  including  changes in interest  rates.
Market risk is the potential  loss arising from adverse  changes in market rates
and prices,  such as interest rates.  We do not enter into  derivatives or other
financial  instruments for trading or speculative  purposes.  As a way to manage
interest rate market risk and reduce our current  average  interest rate, we may
repurchase  a portion  of our public  debt from time to time  based upon  market
conditions.


                                       15
<PAGE>

We  negotiate  fixed rate debt  instruments  and enter into  interest  rate swap
agreements to manage our exposure to interest  rate  changes.  The swaps involve
the exchange of fixed and variable interest rate payments based on a contractual
principal  amount and time period.  Payments or receipts on the  agreements  are
recorded as  adjustments to interest  expense.  At September 30, 2001, we had an
interest  rate swap  agreement  effective  through  January 2003 with a notional
amount of $25 million. Under this agreement, we receive a floating interest rate
based on the 30 day LIBOR  index and pay a fixed  interest  rate of 5.97%.  This
swap effectively changes our payment of interest on $25 million of variable rate
debt to fixed rate debt for the contract period at a rate of 7.72%.

The fair value of the interest  rate swap  agreement  represents  the  estimated
receipts or payments that would be made to terminate the agreement. At September
30,  2001,  we  would  have  paid  approximately  $1,044,000  to  terminate  the
agreement.  A 1% decrease in the 30 day LIBOR  index would  increase  the amount
paid by us by $314,000 to approximately  $1,358,000.  The fair value is based on
dealer quotes, considering current interest rates.

The fair market  value of fixed  interest  rate debt is subject to market  risk.
Generally,  the fair market value of fixed  interest  rate debt will increase as
interest  rates fall and decrease as interest  rates rise.  The  estimated  fair
value of our  total  debt at  September  30,  2001 was  $362.1  million  and the
recorded value was $362.9 million. A 1% increase from prevailing  interest rates
at September  30, 2001 would result in a decrease in fair value of total debt by
approximately  $12.9  million.  Fair values were  determined  from quoted market
prices, where available, using current interest rates considering credit ratings
and the remaining terms to maturity.

New Accounting Pronouncements

The Financial  Accounting Standards Board ("FASB") issued Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities",  as amended by FAS 137 and FAS 138, (collectively,  "FAS 133"). FAS
133 was effective for all fiscal  quarters of all fiscal years  beginning  after
June 15, 2000; accordingly, we adopted FAS 133 on January 1, 2001. Upon adoption
on January 1, 2001,  we recorded a cumulative  effect  adjustment of $299,500 in
other  accumulated  comprehensive  income  (loss).  At  September  30,  2001  in
accordance with the provisions of FAS 133, our sole interest rate swap agreement
has been  designated as a cash flow hedge and is carried on the balance sheet at
fair value.  At September 30, 2001, the fair value of the hedge is recorded as a
liability of $1,044,000 in accounts payable and accrued expenses.

The FASB also issued  Statement of Financial  Accounting  Standards Nos. 141 and
142,  "Business  Combinations"  ("FAS 141") and "Goodwill  and Other  Intangible
Assets" ("FAS 142"),  respectively  on June 29, 2001.  The provisions of FAS 141
apply to all business  combinations  initiated after September 30, 2001. FAS 142
is required to be adopted  beginning  January 1, 2002.  We currently do not have
any assets identified as either goodwill or intangible assets.

On October 4, 2001, the FASB issued Statement of Financial  Accounting Standards
No. 144,  "Accounting for the Impairment or Disposal of Long-Lived Assets" ("FAS
144"),  which is required to be adopted as of January 1, 2002. FAS 144 addresses
the financial  accounting and reporting for impairment of long-lived  assets and
for  long-lived  assets to be  disposed  of. We have  evaluated  the  effects of
adoption of FAS 144 and have determined that the adoption will have no effect on
our results of operations and financial position.

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


                                       16
<PAGE>

Funds from Operations

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

Below is a calculation of FFO for the three and nine months ended  September 30,
2001 and 2000 as well as actual  cash flow and other  data for those  respective
periods (in thousands):
<TABLE>
<CAPTION>
                                                                          Three Months Ended                 Nine Months Ended
                                                                             September 30,                     September 30,
                                                                           2001           2000              2001            2000
---------------------------------------------------------------------------------------------------------------------------------
Funds from Operations:
<S>                                                                     <C>            <C>               <C>             <C>
Net income                                                              $ 2,277        $ 3,344           $ 4,970         $ 4,608
Adjusted for:
  Extraordinary item - loss on early extinguishment of debt                 ---            ---               180             ---
  Depreciation and amortization uniquely significant to real estate       7,133          6,470            21,115          19,323
  Loss on sale of real estate                                               ---            ---               ---           5,935
---------------------------------------------------------------------------------------------------------------------------------
    Funds from operations (1)                                           $ 9,410        $ 9,814          $ 23,988        $ 29,866
=================================================================================================================================
Weighted average units outstanding (2)                                   11,711         11,727            11,706          11,703
=================================================================================================================================
Cash flows provided by (used in):
  Operating activities                                                                                  $ 29,009        $ 30,260
  Investing activities                                                                                   (19,726)        (15,524)
  Financing activities                                                                                    (9,715)        (15,037)
__________________

(1)  Includes  gain on sales of  outparcels of land of $482 for the three months
     ended and $908 for the nine months ended September 30, 2000. Also, includes
     $985  in  business   interruption   proceeds  for  the  nine  months  ended
     September30, 2000.

(2)  Assumes the preferred units and unit options are converted to common units.
</TABLE>

                                       17
<PAGE>

Economic Conditions and Outlook

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

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

As of January 1, 2001, approximately 29% of our lease portfolio was scheduled to
expire during the next two years.  Approximately 684,000 square feet of space is
up for renewal  during 2001 and  approximately  868,000 square feet will come up
for  renewal  in 2002.  If we are  unable  to  successfully  renew or  release a
significant  amount of this space on favorable  economic terms, the loss in rent
could have a material adverse effect on our results of operations.

As of September 30, 2001, we have renewed  approximately 529,000 feet, or 77% of
the square feet scheduled to expire in 2001.  The existing  tenants have renewed
at an average base rental rate  approximately  7% higher than the expiring rate.
We also have  re-tenanted  231,000  feet of vacant  space  during the first nine
months of 2001 at an 11%  increase  in the  average  base  rental rate from that
which was previously charged.

As of September  30, 2001 and 2000,  our centers were 95%  occupied.  Consistent
with our long-term  strategy of  re-merchandising  centers,  we will continue to
hold space off the market until an appropriate  tenant is  identified.  While we
believe this  strategy  will add value to our centers in the  long-term,  it may
reduce our average occupancy rate in the near term.


                                       18
<PAGE>
                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Neither the Operating  Partnership nor its general partner is presently involved
in any material  litigation nor, to their knowledge,  is any material litigation
threatened  against the  Operating  Partnership  or its  general  partner or its
properties,  other than routine  litigation  arising in the  ordinary  course of
business.

Item 6. Exhibits and Reports on Form 8-K

              (a)  Exhibits

                   10.1     The  senior  indenture,  dated as of March 1,  1996,
                            among  Tanger  Properties  Limited  Partnership,  as
                            Issuer,  Tanger  Factory  Outlet  Centers,  Inc., as
                            Guarantor,  and State Street Bank and Trust Company,
                            as Trustee,  incorporated  by  reference to Form 8-K
                            dated January 31, 2001.

              (b)  Reports on Form 8-K

                   None

                                   SIGNATURES

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


                      TANGER PROPERTIES LIMITED PARTNERSHIP

                                  By:       Tanger GP Trust, its general partner


                                  By:       /s/ FRANK C. MARCHISELLO, JR.
                                            -----------------------------
                                            Frank C. Marchisello, Jr.
                                            Treasurer



DATE:  November 14, 2001


                                       19
<PAGE>