FORM 10-Q

                                  UNITED STATES
                       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 March 31, 2004

                                       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

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Securities and Exchange Act of 1934). Yes X No -



                                       1
<PAGE>

                      TANGER PROPERTIES LIMITED PARTNERSHIP

                                      Index

                          Part I. Financial Information

                                                                     Page Number
Item 1.  Financial Statements (Unaudited)

          Consolidated Statements of Operations
            For the three months ended March 31, 2004 and 2003           3

          Consolidated Balance Sheets
            As of March 31, 2004 and December 31, 2003                   4

          Consolidated Statements of Cash Flows
            For the three months ended March 31, 2004 and 2003           5

          Notes to Consolidated Financial Statements                     6

Item 2.  Management's Discussion and Analysis of Financial
             Condition and Results of Operations                        12

Item 3.  Quantitative and Qualitative Disclosures about Market Risk     23

Item 4.  Controls and Procedures                                        24

                           Part II. Other Information

Item 1.  Legal proceedings                                              25

Item 6.  Exhibits and Reports on Form 8-K                               25

Signatures                                                              25


                                       2
<PAGE>
<TABLE>
<CAPTION>

             TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In thousands, except per unit data)

                                                                                     Three Months Ended
                                                                                         March 31,
                                                                                     2004           2003
---------------------------------------------------------------------------------------------------------
                                                                                         (unaudited)
REVENUES
<S>                                                                              <C>            <C>
  Base rentals                                                                   $ 32,060       $ 19,285
  Percentage rentals                                                                  713            395
  Expense reimbursements                                                           12,147          8,313
  Other income                                                                        859            662
---------------------------------------------------------------------------------------------------------
       Total revenues                                                              45,779         28,655
---------------------------------------------------------------------------------------------------------
EXPENSES
  Property operating                                                               13,710          9,702
  General and administrative                                                        3,159          2,428
  Depreciation and amortization                                                    12,376          7,128
---------------------------------------------------------------------------------------------------------
       Total expenses                                                              29,245         19,258
---------------------------------------------------------------------------------------------------------
Operating income                                                                   16,534          9,397
  Interest expense                                                                  8,864          6,724
---------------------------------------------------------------------------------------------------------
Income before equity in earnings of unconsolidated joint ventures,
  minority interest and discontinued operations                                     7,670          2,673
Equity in earnings of unconsolidated joint ventures                                   165             92
Minority interest consolidated joint venture                                       (6,593)           ---
---------------------------------------------------------------------------------------------------------
Income from continuing operations                                                   1,242          2,765
Discontinued operations                                                               ---              4
---------------------------------------------------------------------------------------------------------
Net income                                                                          1,242          2,769
Less applicable preferred unit distributions                                          ---           (443)
---------------------------------------------------------------------------------------------------------
Net income available to partners                                                    1,242          2,326
Income allocated to the limited partners                                            1,231          2,297
---------------------------------------------------------------------------------------------------------
Income allocated to the general partner                                          $     11         $   29
---------------------------------------------------------------------------------------------------------

Basic earnings per common unit:
  Income from continuing operations                                                 $ .08          $ .19
  Net income                                                                        $ .08          $ .19
---------------------------------------------------------------------------------------------------------

Diluted earnings per common unit:
  Income from continuing operations                                                 $ .08          $ .19
  Net income                                                                        $ .08          $ .19
---------------------------------------------------------------------------------------------------------

Distributions paid per common unit                                                $ .6150        $ .6125
---------------------------------------------------------------------------------------------------------

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

</TABLE>

                                       3
<PAGE>
<TABLE>
<CAPTION>
             TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS


                                                                                             March 31,       December 31,
                                                                                                2004             2003
-------------------------------------------------------------------------------------------------------------------------
                                                                                                      (unaudited)
ASSETS
 Rental Property
<S>                                                                                           <C>              <C>
   Land                                                                                       $ 118,933        $ 119,833
   Buildings, improvements and fixtures                                                         965,948          958,720
-------------------------------------------------------------------------------------------------------------------------
                                                                                              1,084,881        1,078,553
   Accumulated depreciation                                                                    (202,454)        (192,698)
-------------------------------------------------------------------------------------------------------------------------
   Rental property, net                                                                         882,427          885,855
Cash and cash equivalents                                                                        10,772            9,864
Deferred charges, net                                                                            67,114           68,568
Other assets                                                                                     19,120           22,528
-------------------------------------------------------------------------------------------------------------------------
       Total assets                                                                           $ 979,433        $ 986,815
-------------------------------------------------------------------------------------------------------------------------

LIABILITIES, MINORITY INTEREST AND PARTNERS' EQUITY
Liabilities
 Long-term debt
   Senior, unsecured notes                                                                    $ 147,509        $ 147,509
   Mortgages payable (including a debt premium of $11,242 and $11,852, respectively)            368,087          370,160
   Lines of credit                                                                                4,825           22,650
-------------------------------------------------------------------------------------------------------------------------
                                                                                                520,421          540,319
 Construction trade payables                                                                      5,816            4,345
 Accounts payable and accrued expenses                                                           18,053           17,403
-------------------------------------------------------------------------------------------------------------------------
       Total liabilities                                                                        544,290          562,067
-------------------------------------------------------------------------------------------------------------------------
Commitments and contingencies
Minority interest consolidated joint venture                                                    220,337          218,148
-------------------------------------------------------------------------------------------------------------------------
Partners' equity
  General partner                                                                                   868              949
  Limited partners                                                                              213,994          205,733
  Accumulated other comprehensive loss                                                              (56)             (82)
-------------------------------------------------------------------------------------------------------------------------
       Total partners' equity                                                                   214,806          206,600
-------------------------------------------------------------------------------------------------------------------------
         Total liabilities, minority interest and partners' equity                            $ 979,433        $ 986,815
-------------------------------------------------------------------------------------------------------------------------

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

</TABLE>

                                       4
<PAGE>
<TABLE>
<CAPTION>
             TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                                                                          Three Months Ended
                                                                                               March 31,
                                                                                          2004            2003
----------------------------------------------------------------------------------------------------------------
                                                                                              (unaudited)
OPERATING ACTIVITIES
<S>                                                                                     <C>             <C>
 Net income                                                                             $ 1,242         $ 2,769
 Adjustments to reconcile net income to net cash provided by
  operating activities
   Depreciation and amortization                                                         12,376           7,329
   Amortization of deferred financing costs                                                 363             314
   Equity in earnings of unconsolidated joint ventures                                     (165)            (92)
   Consolidated joint venture minority interest                                           6,593             ---
   Compensation under Unit Option Plan                                                       14              26
   Amortization of premium on assumed indebtedness                                         (610)            ---
   Market rent rate adjustment                                                              (60)            ---
   Straight-line base rent adjustment                                                       (84)             57
 Increase (decrease) due to changes in
   Other assets                                                                            (285)          1,388
   Accounts payable and accrued expenses                                                    676          (2,854)
----------------------------------------------------------------------------------------------------------------
       Net cash provided by operating activites                                          20,060           8,937
----------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
 Additions to rental property                                                            (2,517)         (1,690)
 Acquisition of rental property                                                             ---          (4,700)
 Additions to investments in unconsolidated joint ventures                                  ---            (952)
 Additions to deferred lease costs                                                         (239)           (297)
 Decrease in escrow from rental property purchase                                           ---           4,008
 Distributions received from unconsolidated joint ventures                                  375             300
 Other                                                                                      ---              (2)
----------------------------------------------------------------------------------------------------------------
       Net cash used in investing activities                                             (2,381)         (3,333)
----------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
 Cash distributions paid                                                                (10,057)         (7,888)
 Distributions to consolidated joint venture minority interest                           (4,404)            ---
 Contributions from sole shareholder of general partner                                  13,173             ---
 Proceeds from issuance of debt                                                          26,075          23,119
 Repayments of debt                                                                     (45,363)        (26,985)
 Additions to deferred financing costs                                                       (3)            (18)
 Proceeds from exercise of unit options                                                   3,808           5,300
----------------------------------------------------------------------------------------------------------------
       Net cash used in financing activities                                            (16,771)         (6,472)
----------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents                                        908            (868)
Cash and cash equivalents, beginning of period                                            9,864           1,068
----------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                                               $ 10,772           $ 200
----------------------------------------------------------------------------------------------------------------
Supplemental schedule of non-cash investing activities:
     We purchase  capital  equipment and incur costs relating to construction of
new facilities, including tenant finishing allowances.  Expenditures included in
construction trade payables as of March 31, 2004 and 2003 amounted to $5,816 and
$7,560,  respectively.

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

</TABLE>

                                       5
<PAGE>



             TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2004
                                   (Unaudited)

1.   Business

Tanger Properties  Limited  Partnership,  a North Carolina limited  partnership,
develops,  owns, operates and manages factory outlet centers. At March 31, 2004,
we had ownership interests in or management  responsibilities  for 40 centers in
23 states  totaling 9.3 million square feet of gross  leasable area ("GLA").  We
are  controlled by Tanger  Factory  Outlet  Centers,  Inc., a  fully-integrated,
self-administered,  self-managed real estate investment trust ("REIT"),  as sole
shareholder of our general partner, Tanger GP Trust. We provide all development,
leasing and management  services for our centers.  Unless the context  indicates
otherwise,  the term the  "Operating  Partnership"  refers to Tanger  Properties
Limited  Partnership and  subsidiaries  and the term "Company"  refers to Tanger
Factory Outlet Centers,  Inc. and  subsidiaries.  The terms "we", "our" and "us"
refer to the Operating  Partnership or the Operating Partnership and the Company
together, as the context requires.

2. Basis of Presentation

Our unaudited  consolidated  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  consolidated  financial  statements and
notes thereto of our Annual Report on Form 10-K for the year ended  December 31,
2003.  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.

The  accompanying   unaudited  consolidated  financial  statements  include  our
accounts,  our  wholly-owned   subsidiaries  and  reflect,  in  the  opinion  of
management,  all  adjustments  necessary for a fair  presentation of the interim
consolidated  financial  statements.  All such  adjustments  are of a normal and
recurring nature. Intercompany balances and transactions have been eliminated in
consolidation.

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
our net  equity  in the  venture's  income  (loss)  and cash  contributions  and
distributions.  Our investments are included in other assets in our consolidated
balance sheets.

In January 2003,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Financial Interpretation No. 46 "Consolidation of Variable Interest Entities, an
Interpretation  of  Accounting  Research  Bulletin  No. 51" ("FIN 46")  (Revised
December  2003)  which   clarified  the   application  of  existing   accounting
pronouncements  to certain  entities in which  equity  investors do not have the
characteristics  of a controlling  financial  interest or do not have sufficient
equity at risk for the  entity to  finance  its  activities  without  additional
subordinated financial support from other parties. The provisions of FIN 46 were
effective  immediately for all variable  interests in variable interest entities
created after January 31, 2003. COROC Holdings,  LLC ("COROC"),  a joint venture
entered into by us in December 2003,  was evaluated  under the provisions of FIN
46 and it was determined  that we are considered the primary  beneficiary of the
joint venture and therefore the results of operations and financial  position of
COROC are included in our consolidated financial statements.



                                       6
<PAGE>


For variable  interests in variable interest entities existing as of January 31,
2003,  the  provisions  of  FIN 46 are  applicable  as of  March  31,  2004  and
thereafter. We evaluated TWMB Associates, LLC ("TWMB"), a joint venture in which
we have a 50% ownership  interest  which existed prior to January 31, 2003,  and
determined  that  under the  provisions  of FIN 46 the  entity is not a variable
interest  entity.  Therefore,  TWMB will  continue to be accounted for using the
equity method of accounting.

Certain  amounts  in  the  2003  consolidated  financial  statements  have  been
reclassified to conform to the 2004 presentation. See Footnote 4.

3. Investments in Unconsolidated Real Estate Joint Ventures

Our investment in unconsolidated real estate joint ventures as of March 31, 2004
and  December 31, 2003 was $7.3 million and $7.5  million,  respectively.  These
investments  include  our 50%  ownership  investment  in TWMB and our  one-third
ownership  interest in Deer Park  Enterprise,  LLC ("Deer Park") on Long Island,
New York.

Our  investment in real estate joint  ventures are reduced by 50% of the profits
earned for leasing and  development  services we provided to TWMB. The following
management,  leasing and  development  fees were  recorded in other  income from
services  provided to TWMB during the quarter  ended March 31, 2004 and 2003 (in
thousands):

                                                      Three months ended
                                                           March 31,
                                                      2004           2003
       --------------------------------------------------------------------
       Fee:
          Management                                 $  68          $ 34
          Leasing                                       61            58
          Development                                    5            13
       --------------------------------------------------------------------
       Total Fees                                    $ 134          $105
       --------------------------------------------------------------------

Our carrying value of investments in unconsolidated  joint ventures differs from
our share of the assets reported in the "Summary Balance Sheets - Unconsolidated
Joint  Ventures"  shown below due to  adjustments  to the book basis,  including
intercompany   profits  on  sales  of  services  that  are  capitalized  by  the
unconsolidated  joint ventures.  The differences in basis are amortized over the
various useful lives of the related assets.

TWMB is currently  underway with a 79,000 square foot  third-phase  expansion of
the Myrtle Beach center with an estimated cost of the expansion of $9.7 million.
TWMB expects to complete the expansion with stores commencing  operations during
the summer of 2004.  We and our partner each made capital  contributions  during
the fourth quarter of 2003 of $1.7 million for the third phase.  Upon completion
of this third phase in 2004,  TWMB's  Myrtle  Beach  center  will total  403,000
square feet. At March 31, 2004,  commitments for construction of the third phase
expansion amounted to $2.2 million.  Commitments for construction represent only
those costs contractually required to be paid by TWMB.


                                       7
<PAGE>

In  conjunction  with  the   construction  of  the  center,   TWMB  maintains  a
construction  loan in the  amount  of $36.2  million  with Bank of  America,  NA
(Agent) and  SouthTrust  Bank due in  September  2005.  As of March 31, 2004 the
construction  loan had a balance  of $29.7  million.  In  August  of 2002,  TWMB
entered into an interest rate swap agreement with Bank of America,  NA effective
through August 2004 with a notional amount of $19 million. Under this agreement,
TWMB receives a floating  interest rate based on the 30 day LIBOR index and pays
a fixed  interest rate of 2.49%.  This swap  effectively  changes the payment of
interest  on $19  million  of  variable  rate  debt to fixed  rate  debt for the
contract  period at a rate of 4.49%.  All debt  incurred by this  unconsolidated
joint  venture is  collateralized  by its  property as well as joint and several
guarantees by both partners.


   Summary unaudited financial information of joint ventures accounted for
   using the equity method is as follows (in thousands):

<TABLE>
<CAPTION>

                                                     As of           As of          Tanger's        Tanger's
  Summary Balance Sheets                           March 31,     December 31,       Portion        Portion
   - Unconsolidated Joint Ventures:                  2004            2003            2004            2003
  ---------------------------------------------- -------------- ---------------- -------------- ---------------
  Assets:
<S>                                                    <C>              <C>            <C>             <C>
      Investment properties at cost, net               $67,051          $63,899        $28,944         $27,316
      Cash and cash equivalents                          2,078            4,145            921           1,983
      Deferred charges, net                              1,596            1,652            798             826
      Other assets                                       3,334            3,277          1,354           1,339
  ---------------------------------------------- -------------- ---------------- -------------- ---------------
          Total assets                                 $74,059          $72,973        $32,017         $31,464
  ---------------------------------------------- -------------- ---------------- -------------- ---------------
  Liabilities and Owners' Equity:
      Mortgage payable                                 $54,811          $54,683        $23,213         $23,137
      Construction trade payables                        2,501            1,164          1,251             582
      Accounts payable and other liabilities               603              564            297             280
  ---------------------------------------------- -------------- ---------------- -------------- ---------------
          Total liabilities                             57,915           56,411         24,761          23,999
      Owners' equity                                    16,144           16,562          7,256           7,465
  ---------------------------------------------- -------------- ---------------- -------------- ---------------
          Total liabilities and owners' equity         $74,059          $72,973        $32,017         $31,464
  ---------------------------------------------- -------------- ---------------- -------------- ---------------
</TABLE>



  Summary Statement of Operations        Three months ended   Three months ended
   - Unconsolidated Joint Ventures:          March 31, 2004     March 31, 2003
  -----------------------------------------------------------------------------
  Revenues                                     $  2,075          $ 1,727
  -----------------------------------------------------------------------------
  Expenses:
     Property operating                             775              704
     General and administrative                       1               17
     Depreciation and amortization                  623              528
  -----------------------------------------------------------------------------
          Total expenses                          1,399            1,249
  -----------------------------------------------------------------------------
  Operating income                                  676              478
  Interest expense                                  380              325
  -----------------------------------------------------------------------------
  Net income                                   $    296            $ 153
  -----------------------------------------------------------------------------
  Tanger's share of:
  -----------------------------------------------------------------------------
  Net income                                   $    165            $  92
  Depreciation (real estate related)           $    300            $ 255
  -----------------------------------------------------------------------------



                                       8
<PAGE>

4. Disposition of Properties

In  accordance  with  Statement  of  Financial  Accounting  Standards  No.  144,
"Accounting  for the  Impairment or Disposal of Long-Lived  Assets" ("FAS 144"),
results of operations  and  gain/(loss)  on sales of real estate for  properties
with  identifiable cash flows sold subsequent to December 31, 2001 are reflected
in the consolidated  statements of operations as discontinued operations for all
periods presented.

In May and  October  2003,  we  completed  the  sale of  properties  located  in
Martinsburg, West Virginia and Casa Grande, Arizona,  respectively. Net proceeds
received from the sales of these properties were approximately $8.7 million.  We
recorded  a loss on sale of real  estate  of  approximately  $147,000  which  is
included in discontinued operations for the year ended December 31, 2003.

Below  is a  summary  of the  results  of  operations  of these  properties  (in
thousands):

                                               Three Months Ended
                                                     March 31,
                                                       2003
----------------------------------------------------------------
Revenues:
   Base rentals                                         $ 376
   Expense reimbursements                                 137
   Other income                                             9
----------------------------------------------------------------
     Total revenues                                       522
----------------------------------------------------------------
Expenses:
   Property operating
                                                          315
   General and administrative                               2
   Depreciation and amortization                          201
----------------------------------------------------------------
       Total expenses                                     518
----------------------------------------------------------------
Discontinued operations                                 $   4
----------------------------------------------------------------

5. Other Comprehensive Income - Derivative Financial Instruments

During  the  first  quarter  of 2003 our  interest  rate  swap,  which  had been
designated  as a cash flow hedge,  expired and  therefore  the fair value of the
swap became zero resulting in a change in fair value of $98,000. TWMB's interest
rate swap  agreement has been  designated as a cash flow hedge and is carried on
TWMB's  balance sheet at fair value.  At March 31, 2004, our portion of the fair
value of TWMB's hedge is recorded as a reduction to investment in joint ventures
of $56,000.  For the three months  ended March 31, 2004,  the change in the fair
value  of  the   derivative   instruments   is  recorded  as  $26,000  of  other
comprehensive income.



                                                         Three Months Ended
                                                             March 31,
                                                           2004     2003
---------------------------------------------------------------- ------------
Net income                                               $ 1,242    $  2,769
---------------------------------------------------------------- ------------
---------------------------------------------------------------- ------------
Other comprehensive income (loss):
   Change in fair value of our portion of
      TWMB cash flow hedge                                    26         (14)
   Change in fair value of cash flow hedge                   ---          98
---------------------------------------------------------------- ------------
          Other comprehensive income                          26          84
---------------------------------------------------------------- ------------
Total comprehensive income                               $ 1,268     $ 2,853
---------------------------------------------------------------- ------------


                                       9
<PAGE>


6. 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):

                                                           Three Months Ended
                                                                March 31,
                                                           2004          2003
-------------------------------------------------------------------------------
Numerator:
   Income from continuing operations                     $1,242        $2,765
   Less applicable preferred unit distributions             ---          (443)
-------------------------------------------------------------------------------
   Income from continuing operations available to
    common unitholders - basic and diluted                1,242         2,322
   Discontinued operations                                  ---             4
-------------------------------------------------------------------------------
   Net income available to common unitholders -
     basic and diluted                                  $ 1,242        $2,326
-------------------------------------------------------------------------------
     Denominator:
   Basic weighted average common units                   16,370        12,214
   Effect of outstanding unit options                       130           217
-------------------------------------------------------------------------------
   Diluted weighted average common units                 16,500        12,431
-------------------------------------------------------------------------------

Basic earnings per common unit:
   Income from continuing operations                       $.08          $.19
   Discontinued operations                                  ---           ---
-------------------------------------------------------------------------------
   Net income                                              $.08          $.19
-------------------------------------------------------------------------------

Diluted earnings per common unit:
   Income from continuing operations                       $.08          $.19
   Discontinued operations                                  ---           ---
-------------------------------------------------------------------------------
   Net income                                              $.08          $.19
-------------------------------------------------------------------------------


The computation of diluted earnings per unit 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., sole owner of the Operating Partnership's general partner.
Options excluded from the computation of diluted earnings per unit for the three
months ended March 31, 2003 totaled 211,000. The assumed conversion of preferred
units as of the beginning of the year would have been anti-dilutive.

7. Partners' Equity

In December 2003, the Company  completed a public  offering of 2,300,000  common
shares at a price of $40.50 per share,  receiving net proceeds of  approximately
$88.0 million,  which were contributed to the Operating  Partnership in exchange
for 2,300,000  limited  partnership  units.  The net proceeds were used together
with other  available  funds to finance  our  portion of the equity  required to
purchase the COROC portfolio of outlet  shopping  centers as mentioned in Note 2
above and for general  corporate  purposes.  In addition  in January  2004,  the
underwriters   of  the   December   2003   offering   exercised  in  full  their
over-allotment  option to purchase an additional 345,000 of the Company's common
shares at the  offering  price of $40.50 per share.  The  Company  received  net
proceeds of approximately $13.2 million from the exercise of the over-allotment,
which were  contributed  to the  Operating  Partnership  in exchange for 345,000
limited partnership units.


                                       10
<PAGE>


At March  31,  2004 and  December  31,  2003,  the  ownership  interests  of the
Operating Partnership consisted of the following:

                                                  2004           2003
          ------------------------------ -------------- --------------
          Common units:
             General partner                   150,000        150,000
             Limited partners               16,335,508     15,843,948
          ------------------------------ -------------- --------------
          Total                             16,485,508     15,993,948
          ------------------------------ -------------- --------------

8. Subsequent Events

In April 2004 we sold an outparcel of undeveloped land at our Branson,  Missouri
center.  Net  proceeds  received  were  approximately  $512,000  and a  gain  of
approximately  $223,000 was  recorded in other  income in the second  quarter of
2004.

During the second  quarter of 2004,  the Company's  Board of Directors  approved
amendments to the Company's Share Option Plan to add restricted shares and other
share-based grants to the plan, to merge the Operating Partnership's Unit Option
Plan  into the  Share  Option  Plan and to rename  the plan as the  Amended  and
Restated  Incentive Award Plan (the "Incentive Award Plan"). The Incentive Award
Plan has been  submitted to  shareholders  for approval at the Company's  Annual
Shareholders'  Meeting on May 14,  2004.  On April 27, 2004,  certain  executive
officers  were  granted a total of 105,000  restricted  shares of the  Company's
common shares subject to shareholder approval of the Incentive Award Plan.


                                       11
<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
consolidated financial statements appearing elsewhere in this report. Historical
results and percentage  relationships  set forth in the unaudited,  consolidated
statements  of  operations,   including  trends  which  might  appear,  are  not
necessarily  indicative  of future  operations.  Unless  the  context  indicates
otherwise,  the term "Operating Partnership" refers to Tanger Properties Limited
Partnership  and  subsidiaries  and the term "Company"  refers to Tanger Factory
Outlet Centers,  Inc. and subsidiaries.  The terms "we", "our" and "us" refer to
the Operating Partnership or the Operating Partnership and the Company together,
as the text requires.

The  discussion  of  our  results  of  operations  reported  in  the  unaudited,
consolidated  statements of operations compares the three months ended March 31,
2004 with the three months ended March 31, 2003. 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 which 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:

- national and local general economic and market conditions;

- demographic  changes;  our ability to sustain,  manage or forecast our growth;
existing  government  regulations and changes in, or the failure to comply with,
government regulations;

- adverse publicity; liability and other claims asserted against us;

- competition;

- the  risk  that  we  may  not be  able  to  finance  our  planned  development
activities;

- risks  related  to the  retail  real  estate  industry  in which  we  compete,
including the potential  adverse  impact of external  factors such as inflation,
tenant demand for space,  consumer  confidence,  unemployment rates and consumer
tastes and preferences;

- risks  associated with our development  activities,  such as the potential for
cost overruns,  delays and lack of predictability  with respect to the financial
returns associated with these development activities;

                                       12
<PAGE>

- risks  associated with real estate  ownership,  such as the potential  adverse
impact of changes in the local economic climate on the revenues and the value of
our properties;

- risks that a  significant  number of tenants  may become  unable to meet their
lease  obligations  or that we may be unable to renew or re-lease a  significant
amount of available space on economically favorable terms;

-  fluctuations  and  difficulty in forecasting  operating  results;  changes in
business strategy or development plans;

- business disruptions;

- the ability to attract and retain qualified personnel;

- the ability to realize planned costs savings in acquisitions; and

- retention of earnings.


                                       13
<PAGE>


General Overview

In December  2003 we  completed  the  acquisition  of the Charter Oak  Partners'
portfolio of nine factory  outlet  centers  totaling  approximately  3.3 million
square  feet.   We  and  an  affiliate  of  Blackstone   Real  Estate   Advisors
("Blackstone")  acquired the portfolio  through a joint venture in the form of a
limited liability company, COROC Holdings,  LLC ("COROC").  We own one-third and
Blackstone  owns  two-thirds  of  the  joint  venture.   We  provide  operating,
management, leasing and marketing services to the properties for a fee. COROC is
consolidated for financial  reporting purposes under the provisions of Financial
Accounting Standard Board Interpretation No. 46 ("FIN 46").

The  purchase  price for this  transaction  was $491.0  million,  including  the
assumption of approximately  $186.4 million of  cross-collateralized  debt which
has a stated, fixed interest rate of 6.59% and matures in July 2008. We recorded
the debt at its fair value of $198.3 million, with an effective interest rate of
4.97%.  Accordingly,  a debt premium of $11.9  million was recorded and is being
amortized  using the  effective  interest  method over the life of the debt.  We
financed the majority of our equity in the joint  venture with proceeds from the
Company's  issuance of 2.3 million  common shares at $40.50 per share which were
contributed  to the Operating  Partnership  in exchange for 2.3 million  limited
partnership  units and we expect that the  transaction  will be accretive to our
operating results in 2004. The successful equity financing allows us to maintain
a strong balance sheet and our current financial flexibility.

At March 31, 2004, we had ownership interests in or management  responsibilities
for 40 centers in 23 states  totaling  9.3 million  square  feet  compared to 34
centers in 21 states  totaling 6.2 million  square feet at March 31,  2003.  The
activity in our  portfolio  of  properties  since  March 31, 2003 is  summarized
below:





                                                        No. of    GLA
                                                       Centers  (000's)   States
--------------------------------------------------------------------------------
As of March 31, 2003                                 34        6,214          21
   Acquisitions/Expansions:
       Sevierville, Tennessee (wholly-owned)        ---           35         ---
       Myrtle Beach Hwy 17, South Carolina          ---           64         ---
           (unconsolidated joint venture)
       Charter Oak portfolio (consolidated joint venture)
           Rehoboth, Delaware                         1          569           1
           Foley, Alabama                             1          536         ---
           Myrtle Beach Hwy 501, South Carolina       1          427         ---
           Hilton Head, South Carolina                1          393         ---
           Park City, Utah                            1          301           1
           Westbrook, Connecticut                     1          291           1
           Lincoln City, Oregon                       1          270           1
           Tuscola, Illinois                          1          258           1
           Tilton, New Hampshire                      1          228         ---
   Dispositions:
      Martinsburg, West Virginia (wholly-owned)      (1)         (49)        (1)
      Casa Grande, Arizona (wholly-owned)            (1)        (185)        (1)
      Bourne, Massachusetts (managed)                (1)         (23)        (1)
      Other                                          ---           4         ---
--------------------------------------------------------------------------------
As of March 31, 2004                                 40        9,333          23
--------------------------------------------------------------------------------


                                       14
<PAGE>


A summary of the operating results for the three months ended March 31, 2004 and
2003 is presented in the following table,  expressed in amounts  calculated on a
weighted average GLA basis.

                                                              Three Months Ended
                                                                   March 31,
                                                               2004         2003
     ---------------------------------------------------------------------------
     GLA at end of period (000's)
        Wholly owned                                          5,302        5,497
        Partial owned (consolidated) (1)                      3,273          ---
        Partially owned (unconsolidated) (2)                    324          260
        Managed                                                 434          457
     ---------------------------------------------------------------------------
     Total GLA at end of period (000's)                       9,333        6,214
     Weighted average GLA (000's) (3)                         8,574        5,258
     Occupancy percentage at end of period (1) (2)              94%          95%
        Per square foot for wholly owned properties
     Revenues
        Base rentals                                         $ 3.74       $ 3.67
        Percentage rentals                                      .08          .07
        Expense reimbursements                                 1.42         1.58
        Other income                                            .10          .13
     ---------------------------------------------------------------------------
          Total revenues                                       5.34         5.45
     ---------------------------------------------------------------------------
     Expenses
        Property operating                                     1.60         1.84
        General and administrative                              .37          .46
        Depreciation and amortization                          1.44         1.36
     ---------------------------------------------------------------------------
               Total expenses                                  3.41         3.66
     ---------------------------------------------------------------------------
          Operating income                                     1.93         1.79
        Interest expense                                       1.03         1.27
     ---------------------------------------------------------------------------
     Income before equity in earnings of unconsolidated
      joint ventures, minority interest and
      discontinued operations                                 $ .90        $ .52
     ---------------------------------------------------------------------------

(1)  Includes  the nine  centers  from the  Charter  Oak  portfolio  acquired on
December  19, 2003 of which  Tanger owns a  one-third  interest  through a joint
venture arrangement.
(2) Includes  Myrtle  Beach,  South  Carolina  Hwy 17 property  which we operate
through a 50% ownership joint venture.
(3) Represents GLA of wholly-owned  and partially owned  consolidated  operating
properties   weighted  by  months  of  operation..   GLA  is  not  adjusted  for
fluctuations  in occupancy  that may occur  subsequent  to the original  opening
date.  Excludes  GLA of  properties  for which  their  results  are  included in
discontinued operations.


                                       15
<PAGE>

The table set forth below  summarizes  certain  information  with respect to our
existing centers in which we have an ownership interest as of March 31, 2004.

                                                                     Mortgage
                                                                       Debt
                                                                  Outstanding
                                          GLA          %     (000's) as of March
                   Location            (sq. ft.)    Occupied        31, 2004
       -------------------------------------------------------------------------
       Riverhead, NY (1)                 729,238        99             $  ---
       Rehoboth, DE (1)(3)               568,787        99             39,719
       Foley, AL (3)                     535,675        97             32,481
       San Marcos, TX                    442,486        92             37,130
       Myrtle Beach Hwy 501, SC (3)      427,472        96             23,062
       Sevierville, TN (1)               419,023       100                ---
       Hilton Head, SC (3)               393,094        88             18,630
       Commerce II, GA                   342,556        92             29,500
       Howell, MI                        325,231       100                ---
       Myrtle Beach Hwy 17, SC (1)(2)    324,333       100                ---
       Park City, UT (3)                 300,602        95             12,691
       Westbrook, CT (3)                 291,051        89             15,080
       Branson, MO                       277,883        97             24,000
       Williamsburg, IA                  277,230        96             18,967
       Lincoln City, OR (3)              270,280        93             10,487
       Tuscola, IL (3)                   258,114        78             20,352
       Lancaster, PA                     255,152        95             14,089
       Locust Grove, GA                  247,454        98                ---
       Gonzales, LA                      245,199        93                ---
       Tilton, NH (3)                    227,966        96             13,104
       Fort Meyers, FL                   198,789        86                ---
       Commerce I, GA                    185,750        69              7,687
       Terrell, TX                       177,490        96                ---
       Dalton, GA                        173,430        79             10,868
       Seymour, IN                       141,051        80                ---
       North Branch, MN                  134,480       100                ---
       West Branch, MI                   112,420       100              6,899
       Barstow, CA                       108,950        88                ---
       Blowing Rock, NC                  105,448        93              9,481
       Pigeon Forge, TN (1)               94,558        88                ---
       Nags Head, NC                      82,178       100              6,434
       Boaz, AL                           79,575        97                ---
       Kittery I, ME                      59,694       100              6,184
       LL Bean, North Conway, NH          50,745       100                ---
       Kittery II, ME                     24,619       100                ---
       Clover, North Conway, NH           11,000       100                ---
       ----------------------------------------------------------------------
                                       8,899,003        94            356,845
       Debt premium                                                    11,242
       --------------------------------------------------------- --------------
                                                                      368,087
       ========================================== ===== ======== ==============
(1)  These properties or a portion thereof are subject to a ground lease.
(2)  Represents property that is currently held through an unconsolidated  joint
     venture in which we own a 50% interest. The joint venture had $29.7 million
     of construction loan debt as of March 31, 2004.
(3)  Represents  properties that are currently held through a consolidated joint
     venture in which we own a one-third interest.


                                       16
<PAGE>


RESULTS OF OPERATIONS

Comparison  of the three  months  ended March 31, 2004 to the three months ended
March 31, 2003

Base rentals  increased $12.8 million,  or 66%, in the 2004 period when compared
to the same period in 2003. The increase is primarily due to the  acquisition of
the COROC portfolio of outlet center properties.  Base rent per weighted average
GLA  increased  by $.07 per square  foot from $3.67 per square  foot in the 2003
period to $3.74 per square foot in the 2004  period.  The  increase is primarily
the result of the COROC  portfolio  acquisition  which had a higher average base
rent per square foot compared to the portfolio  average.  The overall  portfolio
occupancy  at March 31, 2004  decreased 1% from 95% to 94% compared to March 31,
2003. Three centers  experienced a negative occupancy trend of at least 10% from
March 31,  2003 to March 31,  2004  offset by one  center  which  experienced  a
positive occupancy gain of at least 10%.

Percentage  rentals,  which represent revenues based on a percentage of tenants'
sales volume above predetermined  levels (the "breakpoint"),  increased $318,000
or 81%, and on a weighted  average GLA basis,  increased $.01 per square foot in
2004  compared  to 2003.  The  increase  was  partially  the result of the COROC
portfolio  acquisition  as well as an increase in tenant  sales  during the last
twelve months.  Reported same-space sales per square foot for the rolling twelve
months  ended March 31, 2004 were $306 per square  foot.  This  represents  a 4%
increase compared to the same period in 2003. Same-space sales is defined as the
weighted  average  sales per  square  foot  reported  in space open for the full
duration of each comparison period.

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,  were
89% and 86% in the 2004 and 2003 periods,  respectively.  The increase is due to
higher reimbursement rates at the COROC properties.

Other  income  increased  $197,000,  or 30%,  in 2004  compared to 2003 and on a
weighted  average GLA basis,  decreased  $.03 per square foot from $.13 to $.10.
The  overall  increase  is due  primarily  to  increases  in vending  income and
management  fees. The decrease is due to the COROC portfolio  having a lower per
square foot  average  for other  income.  As the  vending  programs at the COROC
properties  become  fully  operational  we expect  vending  revenues  from these
centers to increase.

Property  operating  expenses  increased  by $4.0  million,  or 41%, in the 2004
period as compared  to the 2003  period  and,  on a weighted  average GLA basis,
decreased $.24 per square foot from $1.84 to $1.60.  The dollar  increase is the
result of the  additional  operating  costs of the COROC  portfolio  in the 2004
period.  The decrease on a weighted  average GLA basis is due to expenses at the
COROC properties per square foot being lower than the portfolio  average for the
first quarter.

General and  administrative  expenses  increased  $731,000,  or 30%, in the 2004
period as compared to the 2003  period.  The  increase is  primarily  due to the
additional  employees  hired  as a  result  of  the  acquisition  of  the  COROC
portfolio.   However,   as  a  percentage   of  total   revenues,   general  and
administrative  expenses decreased from 8.5% in the 2003 to 6.9% in 2004 and, on
a weighted  average GLA basis,  decreased  from $.46 per square foot in the 2003
period to $.37 per square foot in the 2004 period.


                                       17
<PAGE>

Interest  expense  increased  $2.1  million,  or 32%,  during the 2004 period as
compared to 2003 period due  primarily to the  assumption  of $186.4  million of
cross-collateralized  debt  in  the  fourth  quarter  of  2003  related  to  the
acquisition of the Charter Oak Partners' portfolio.

Depreciation  and amortization per weighted average GLA increased from $1.36 per
square  foot in the 2003  period to $1.44 per square foot in the 2004 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). Also, certain assets in the
acquisition  of the COROC  properties in December 2003  accounted for under SFAS
141 "Business  Combinations" ("FAS 141") were allocated to lease costs which are
amortized over shorter lives than building costs.

Equity in earnings from unconsolidated joint ventures increased $73,000, or 79%,
in the 2004 period compared to the 2003 period due to the TWMB  Associates,  LLC
("TWMB"),  outlet  center in Myrtle  Beach,  South  Carolina  having 64,000 more
square feet of GLA open in the 2004 period  versus the 2003  period.  TWMB is an
unconsolidated joint venture in which we have a 50% ownership interest.

In accordance  with SFAS 144  "Accounting for the Impairment or Disposal of Long
Lived  Assets,"  effective  for  financial  statements  issued for fiscal  years
beginning  after  December 15, 2001,  results of operations  and gain/ (loss) on
sales of real estate for  properties  sold  subsequent  to December 31, 2001 are
reflected  in  the   consolidated   statements  of  operations  as  discontinued
operations  for the 2003 period  presented  because of the sale of  Martinsburg,
West Virginia and Casa Grande, Arizona centers during that time.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities was $20.1 million and $8.9 million for
the three  months ended March 31, 2004 and 2003,  respectively.  The increase in
cash provided by operating activities is due primarily to the incremental income
from  the  COROC  acquisition  in  December  2003.  Net cash  used in  investing
activities  was $2.4 and $3.3 million  during the first three months of 2004 and
2003, respectively.  Net cash used in financing activities was $16.8 million and
$6.5 million during the first three months of 2004 and 2003, respectively.  Cash
used was  higher  in 2004  due  primarily  to  increased  distributions  in 2004
compared  to  2003,  debt  repayments  and  distributions  paid to the  minority
interest partner in our consolidated joint venture.

Development and Dispositions

We have an option to  purchase  land and have  begun the early  development  and
leasing of a site located near Pittsburgh, Pennsylvania. We currently expect the
center to be  approximately  420,000  square  feet upon total build out with the
initial phase scheduled to open in late 2005 or early 2006.

In April 2004 we sold an outparcel of undeveloped land at our Branson,  Missouri
center.  Net  proceeds  received  were  approximately  $512,000  and a  gain  of
approximately  $223,000 was  recorded in other  income in the second  quarter of
2004.



                                       18
<PAGE>

Joint Ventures

TWMB Associates, LLC

TWMB is currently  underway with a 79,000  square foot third phase  expansion of
the Myrtle Beach center with an estimated cost of the expansion of $9.7 million.
TWMB expects to complete the expansion with stores commencing  operations during
the summer of 2004.  We and our partner each made capital  contributions  during
the fourth quarter of 2003 of $1.7 million for the third phase.  Upon completion
of this third phase in 2004,  TWMB's  Myrtle  Beach  center  will total  403,000
square feet. At March 31, 2004,  commitments for construction of the third phase
expansion amounted to $2.2 million.  Commitments for construction represent only
those costs contractually required to be paid by TWMB.

In  conjunction  with  the   construction  of  the  center,   TWMB  maintains  a
construction  loan in the  amount  of $36.2  million  with Bank of  America,  NA
(Agent) and  SouthTrust  Bank due in  September  2005.  As of March 31, 2004 the
construction  loan had a balance  of $29.7  million.  In  August  of 2002,  TWMB
entered into an interest rate swap agreement with Bank of America,  NA effective
through August 2004 with a notional amount of $19 million. Under this agreement,
TWMB receives a floating  interest rate based on the 30 day LIBOR index and pays
a fixed  interest rate of 2.49%.  This swap  effectively  changes the payment of
interest  on $19  million  of  variable  rate  debt to fixed  rate  debt for the
contract  period at a rate of 4.49%.  All debt  incurred by this  unconsolidated
joint  venture is  collateralized  by its  property as well as joint and several
guarantees by both partners.

Either  partner in TWMB has the right to  initiate  the sale or  purchase of the
other party's interest at certain times. If such action is initiated, one member
would  determine  the fair market  value  purchase  price of the venture and the
other would  determine  whether they would take the role of seller or purchaser.
The members' roles in this  transaction  would be determined by the tossing of a
coin, commonly known as a Russian roulette  provision.  If either partner enacts
this provision and depending on our role in the  transaction as either seller or
purchaser,  we could  potentially  incur a cash  outflow for the purchase of our
partner's  interest.  However,  we do not expect this event to occur in the near
future  based  on the  positive  results  and  expectations  of  developing  and
operating an outlet center in the Myrtle Beach, South Carolina area.

Deer Park Enterprise, LLC

Deer Park Enterprise, LLC ("Deer Park") is a joint venture agreement in which we
have a one-third  ownership  interest  entered into by us in September 2003 with
two other  members for the purpose  of, but not  limited to,  developing  a site
located in Deer Park, New York with approximately 790,000 square feet planned at
total  buildout.  We expect the site will contain both outlet and big box retail
tenants  with the initial  phase  scheduled  for  delivery in late 2006 or early
2007.

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

Financing Arrangements

At  March  31,  2004,  approximately  30%  of  our  outstanding  long-term  debt
represented  unsecured  borrowings and approximately 35% of the gross book value
of our real  estate  portfolio  was  unencumbered.  The average  interest  rate,
including  loan cost  amortization,  on average debt  outstanding  for the three
months ended March 31, 2004 was 7.30%.


                                       19
<PAGE>

In December 2003, the Company  completed a public  offering of 2,300,000  common
shares at a price of $40.50 per share,  receiving net proceeds of  approximately
$88.0 million,  which were contributed to the Operating  Partnership in exchange
for 2,300,000  limited  partnership  units.  The net proceeds were used together
with other  available  funds to finance  our  portion of the equity  required to
purchase the COROC portfolio of outlet shopping  centers as mentioned in General
Overview above and for general corporate purposes.  In addition in January 2004,
the  underwriters  of  the  December  2003  offering  exercised  in  full  their
over-allotment  option to purchase an additional 345,000 of the Company's common
shares at the  offering  price of $40.50 per share.  The  Company  received  net
proceeds of approximately $13.2 million from the exercise of the over-allotment,
which were  contributed  to the  Operating  Partnership  in exchange for 345,000
limited partnership units.

Together with the Company,  we intend to retain the ability to raise  additional
capital,  including  public  debt or  equity,  to pursue  attractive  investment
opportunities that may arise and to otherwise act in a manner that we believe to
be in our  unitholders'  best  interests.  Prior to the  Company's  common share
offerings in 2002,  2003 and 2004, we had  established a shelf  registration  to
allow us to issue up to $400  million  in either  all debt or all  equity of the
Company or any  combination  thereof.  We intend to restock this shelf up to its
$400  million  level  during 2004.  To generate  capital to reinvest  into other
attractive investment opportunities,  we may also consider the use of additional
operational and developmental joint ventures, selling certain properties that do
not meet our  long-term  investment  criteria as well as  outparcels on existing
properties.

We maintain  unsecured,  revolving  lines of credit that  provided for unsecured
borrowings  of up to $100 million at March 31, 2004.  All of our lines of credit
have  maturity  dates of June 30, 2005.  Based on cash  provided by  operations,
existing  credit  facilities,   ongoing   negotiations  with  certain  financial
institutions  and  our  ability  to  sell  debt  or  equity  subject  to  market
conditions,  we believe that we have access to the  necessary  financing to fund
the planned capital expenditures during 2004.

We  anticipate  that  adequate  cash will be available to fund our operating and
administrative  expenses,  regular debt service obligations,  and the payment of
distributions  in order for the Company to maintain  its status with Real Estate
Investment Trust ("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.

On April 15, 2004, our Board of Trustees declared a $.6250 cash distribution per
common unit  payable on May 14, 2004 to each  unitholder  of record on April 30,
2004.

Critical Accounting Policies and Estimates

Refer to our 2003 Annual  Report on Form 10-K for a  discussion  of our critical
accounting  policies which include  principles of consolidation,  acquisition of
real estate,  cost  capitalization,  impairment of long-lived assets and revenue
recognition. There have been no material changes to these policies in 2004.


                                       20
<PAGE>


Funds from Operations ("FFO")

Funds from Operations ("FFO"),  represents income before extraordinary items and
gains (losses) on sale or disposal of  depreciable  operating  properties,  plus
depreciation  and  amortization  uniquely  significant  to real estate and after
adjustments for unconsolidated partnerships and joint ventures.

FFO is intended to exclude GAAP  historical  cost  depreciation  of real estate,
which assumes that the value of real estate assets  diminish  ratably over time.
Historically,  however,  real  estate  values  have risen or fallen  with market
conditions.  Because FFO excludes  depreciation and amortization  unique to real
estate, gains and losses from property  dispositions and extraordinary items, it
provides a performance  measure that, when compared year over year, reflects the
impact to operations  from trends in occupancy  rates,  rental rates,  operating
costs,  development  activities and interest  costs,  providing  perspective not
immediately apparent from net income.

We present FFO because we consider it an important  supplemental  measure of our
operating  performance and believe it is frequently used by securities analysts,
investors and other interested  parties in the evaluation of REITs, any of which
present FFO when reporting their results. FFO is widely used by us and others in
our  industry  to  evaluate  and price  potential  acquisition  candidates.  The
National  Association of Real Estate Investment Trusts,  Inc., of which we are a
member,   has  encouraged  its  member  companies  to  report  their  FFO  as  a
supplemental,  industry-wide standard measure of REIT operating performance.  In
addition,  our employment  agreements  with certain  members of management  base
bonus compensation on our FFO performance.

FFO has  significant  limitations  as an  analytical  tool,  and  should  not be
considered  in  isolation,  or as a  substitute  for  analysis of our results as
reported under GAAP. Some of these limitations are:

-    FFO does not reflect our cash  expenditures,  or future  requirements,  for
     capital expenditures or contractual commitments;

-    FFO does not reflect  changes  in, or cash  requirements  for,  our working
     capital needs;

-    Although  depreciation and amortization  are non-cash  charges,  the assets
     being  depreciated  and  amortized  will often have to be  replaced  in the
     future,   and  FFO  does  not  reflect  any  cash   requirements  for  such
     replacements;

-    FFO may reflect the impact of earnings or charges  resulting  from  matters
     which may not be indicative of our ongoing operations; and

-    Other companies in our industry may calculate FFO  differently  than we do,
     limiting its usefulness as a comparative measure.

Because  of these  limitations,  FFO should  not be  considered  as a measure of
discretionary  cash  available  to us to invest in the growth of our business or
our dividend  paying  capacity.  We compensate for these  limitations by relying
primarily  on our  GAAP  results  and  using  FFO only  supplementally.  See the
Statements of Cash Flow included in our consolidated financial statements.


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<PAGE>

Below is a calculation of FFO for the three months ended March 31, 2004 and 2003
and other data for those respective periods (in thousands):

                                                              Three Months Ended
                                                                    March 31,
                                                              2004          2003
  ------------------------------------------------------------------------------
  Funds from Operations:
    Net income                                               $ 1,242      $2,769
    Adjusted for:
      Minority interest adjustment - consolidated
       joint venture                                              33         ---
      Depreciation and amortization
        attributable to discontinued operations                 ---          201
      Depreciation and amortization uniquely significant
        to real estate - wholly owned                         12,318       7,054
      Depreciation and amortization uniquely significant
        to real estate - unconsolidated joint venture            300         254
  ------------------------------------------------------------------------------
           Funds from operations                           $13,893       $10,278
  ------------------------------------------------------------------------------

  Weighted average units outstanding (1)                    16,500        13,153
  ------------------------------------------------------------------------------

(1)  Assumes preferred units and unit options are all converted to common units.


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<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.

During  2004,  we  have  approximately  1,790,000  square  feet,  or  20% of our
portfolio,  coming up for renewal.  If we were unable to  successfully  renew or
re-lease 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 March 31, 2004, we have renewed  approximately 756,000 square feet, or 42%
of the square  feet  scheduled  to expire in 2004.  The  existing  tenants  have
renewed at an average base rental rate approximately 8% higher than the expiring
rate.  We also  re-tenanted  approximately  131,000  square feet of vacant space
during the first three  months of 2004 at an 8%  increase  in the  average  base
rental rate from that which was previously  charged.  Our factory outlet centers
typically include well-known,  national,  brand name companies. By maintaining a
broad base of creditworthy  tenants and a  geographically  diverse  portfolio of
properties located across the United States, we reduce our operating and leasing
risks. No one tenant (including  affiliates) accounted for more than 5.8% of our
combined base and  percentage  rental  revenues for the three months ended March
31,  2004.  Accordingly,  we do not expect any  material  adverse  impact on our
results  of  operations  and  financial  condition  as a result  of leases to be
renewed or stores to be re-leased.

As of  March  31,  2004  and  2003,  our  centers  were  94% and  95%  occupied,
respectively.   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 rates in the near
term.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

We negotiate  long-term fixed rate debt instruments and enter into interest rate
swap  agreements  to manage our  exposure to interest  rate  changes.  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 March 31, 2004,
TWMB had an interest rate swap  agreement  effective  through August 2004 with a
notional amount of $19 million.  Under this agreement,  TWMB receives a floating
interest rate based on the 30 day LIBOR index and pays a fixed  interest rate of
2.49%.  This swap effectively  changes the payment of interest on $19 million of
variable rate  construction debt to fixed rate debt for the contract period at a
rate of 4.49%.


                                       23
<PAGE>

The fair value of the interest  rate swap  agreement  represents  the  estimated
receipts or payments that would be made to terminate the agreement. At March 31,
2004, TWMB would have paid approximately  $112,000 to terminate the agreement. A
1% decrease in the 30 day LIBOR index would  increase the amount paid by TWMB by
$80,000 to  approximately  $192,000.  The fair value is based on dealer  quotes,
considering current interest rates and remaining term to maturity. TWMB does not
intend to terminate the interest rate swap agreement prior to its maturity.  The
fair value of this  derivative  is  currently  recorded as a liability in TWMB's
balance sheet; however, if held to maturity,  the value of the swap will be zero
at that time.

The fair market value of long-term 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  long-term  debt at March 31, 2004 was $546.7 million and its
recorded value was $520.4 million. A 1% increase from prevailing  interest rates
at March 31, 2004 would  result in a decrease  in fair value of total  long-term
debt by  approximately  $9.2 million.  Fair values were  determined  from quoted
market prices, where available,  using current interest rates considering credit
ratings and the remaining terms to maturity.

Item 4. Controls and Procedures

The Chief  Executive  Officer,  Stanley K. Tanger,  and  Treasurer and Assistant
Secretary,  Frank C. Marchisello,  Jr., of Tanger GP Trust, sole general partner
of the registrant,  evaluated the  effectiveness of the registrant's  disclosure
controls and procedures on March 31, 2004 (Evaluation Date), and concluded that,
as of the Evaluation Date, the registrant's  disclosure  controls and procedures
were effective to ensure that information the registrant is required to disclose
in its filings with the Securities and Exchange  Commission under the Securities
and Exchange Act of 1934 is recorded, processed, summarized and reported, within
the time periods  specified in the  Commission's  rules and forms, and to ensure
that information  required to be disclosed by the registrant in the reports that
it  files  under  the  Exchange  Act  is  accumulated  and  communicated  to the
registrant's management, including its principal executive officer and principal
financial officer,  as appropriate to allow timely decisions  regarding required
disclosure.

There were no significant  changes in the registrant's  internal  controls or in
other factors that could  significantly  affect these controls subsequent to the
Evaluation Date.


                                       24
<PAGE>


                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Neither the Operating  Partnership nor the Company is presently  involved in any
material  litigation  nor,  to  their  knowledge,  is  any  material  litigation
threatened  against the Operating  Partnership or the Company or its properties,
other than routine  litigation  arising in the  ordinary  course of business and
which is expected to be covered by liability insurance.

Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits

     31.1 Principal  Executive  Officer  Certification  Pursuant  to  18  U.S.C.
          Section  1350,  as Adopted  Pursuant to Section 302 of the  Sarbanes -
          Oxley Act of 2002.

     31.2 Principal  Financial  Officer  Certification  Pursuant  to  18  U.S.C.
          Section  1350,  as Adopted  Pursuant to Section 302 of the  Sarbanes -
          Oxley Act of 2002.

     32.1 Principal  Executive  Officer  Certification  Pursuant  to  18  U.S.C.
          Section  1350,  as Adopted  Pursuant to Section 906 of the  Sarbanes -
          Oxley Act of 2002.

     32.2 Principal  Financial  Officer  Certification  Pursuant  to  18  U.S.C.
          Section  1350,  as Adopted  Pursuant to Section 906 of the  Sarbanes -
          Oxley Act of 2002.

(b)  Reports on Form 8-K

     We filed the  following  reports on Form 8-K during the three  months ended
     March 31, 2004:

     Current  Report on Form 8-K dated February 24, 2004 to furnish the December
     31, 2003 Supplemental Operating and Financial Data

                                   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 and Assistant Secretary


DATE: May 7, 2004



                                       25
<PAGE>


                                  Exhibit Index


Exhibit No.                                     Description
--------------------------------------------------------------------------------

31.1             Principal Executive Officer Certification Pursuant to 18 U.S.C.
                 Section 1350, as Adopted Pursuant to Section 302 of the
                 Sarbanes - Oxley Act of 2002.

31.2             Principal Financial Officer Certification Pursuant to 18 U.S.C.
                 Section 1350, as Adopted Pursuant to Section 302 of the
                 Sarbanes - Oxley Act of 2002.

32.1             Principal Executive Officer Certification Pursuant to 18 U.S.C.
                 Section 1350, as Adopted Pursuant to Section 906 of the
                 Sarbanes - Oxley Act of 2002.

32.2             Principal Financial Officer Certification Pursuant to 18 U.S.C.
                 Section 1350, as Adopted Pursuant to Section 906 of the
                 Sarbanes - Oxley Act of 2002.



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