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, 2003

                                       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 months ended March 31, 2003 and 2002       3

           Balance Sheets
                As of March 31, 2003 and December 31, 2002               4

           Statements of Cash Flows
                For the three months ended March 31, 2003 and 2002       5

           Notes to Financial Statements                                 6

Item 2.  Management's Discussion and Analysis of Financial
                Condition and Results of Operations                     13

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
                                     STATEMENTS OF OPERATIONS
                               (In thousands, except per unit data)

                                                                               Three Months Ended
                                                                                     March 31,
                                                                                 2003         2002
---------------------------------------------------------------------------------------------------
                                                                                   (unaudited)
REVENUES
<S>                                                                          <C>           <C>
  Base rentals                                                               $ 19,661      $18,066
  Percentage rentals                                                              395          597
  Expense reimbursements                                                        8,450        7,260
  Other income                                                                    671          564
---------------------------------------------------------------------------------------------------
       Total revenues                                                          29,177       26,487
---------------------------------------------------------------------------------------------------
EXPENSES
  Property operating                                                           10,017        8,611
  General and administrative                                                    2,430        2,275
  Interest                                                                      6,724        7,129
  Depreciation and amortization                                                 7,329        7,066
---------------------------------------------------------------------------------------------------
       Total expenses                                                          26,500       25,081
---------------------------------------------------------------------------------------------------
Income before equity in earnings of unconsolidated joint ventures,              2,677        1,406
   and discontinued operations
Equity in earnings of unconsolidated joint ventures                                92            8
---------------------------------------------------------------------------------------------------
Income from continuing operations                                               2,769        1,414
Discontinued operations                                                           ---          413
---------------------------------------------------------------------------------------------------
Net income                                                                      2,769        1,827
Less applicable preferred unit distributions                                     (443)        (444)
---------------------------------------------------------------------------------------------------
Income available to common unitholders                                          2,326        1,383
Income allocated to limited partners                                            2,297        1,364
---------------------------------------------------------------------------------------------------
Income allocated to general partner                                              $ 29         $ 19
---------------------------------------------------------------------------------------------------

Basic earnings per common unit:
Income from continuing operations                                               $ .19        $ .13
Net income                                                                      $ .19        $ .13
---------------------------------------------------------------------------------------------------

Diluted earnings per common unit:
Income from continuing operations                                               $ .19        $ .13
Net income                                                                      $ .19        $ .13
---------------------------------------------------------------------------------------------------

Distributions paid per common unit                                            $ .6125      $ .6100
---------------------------------------------------------------------------------------------------

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

                                       3
<PAGE>

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

                                                                                   March 31,         December 31,
                                                                                     2003                2002
-----------------------------------------------------------------------------------------------------------------
                                                                                           (unaudited)
ASSETS
  Rental Property
<S>                                                                                  <C>                <C>
    Land                                                                             $ 51,274           $ 51,274
    Buildings, improvements and fixtures                                              581,074            571,125
    Developments under construction                                                       692                ---
-----------------------------------------------------------------------------------------------------------------
                                                                                      633,040            622,399
    Accumulated depreciation                                                         (180,996)          (174,199)
-----------------------------------------------------------------------------------------------------------------
  Rental property, net                                                                452,044            448,200
  Cash and cash equivalents                                                               200              1,068
  Deferred charges, net                                                                 9,648             10,104
  Other assets                                                                         13,215             18,008
-----------------------------------------------------------------------------------------------------------------
      Total assets                                                                  $ 475,107          $ 477,380
-----------------------------------------------------------------------------------------------------------------

LIABILITIES AND PARTNERS' EQUITY
Liabilities
  Debt
    Senior, unsecured notes                                                         $ 148,009          $ 150,109
    Mortgages payable                                                                 173,811            174,421
    Lines of credit                                                                    19,319             20,475
-----------------------------------------------------------------------------------------------------------------
                                                                                      341,139            345,005
  Construction trade payables                                                           7,560              3,310
  Accounts payable and accrued expenses                                                11,852             14,800
-----------------------------------------------------------------------------------------------------------------
      Total liabilities                                                               360,551            363,115
-----------------------------------------------------------------------------------------------------------------
Commitments
Partners' equity
  General partner                                                                       1,078              1,141
  Limited partners                                                                    113,631            113,361
  Accumulated other comprehensive loss                                                   (153)              (237)
-----------------------------------------------------------------------------------------------------------------
      Total partners' equity                                                          114,556            114,265
-----------------------------------------------------------------------------------------------------------------
      Total liabilities and partners' equity                                        $ 475,107          $ 477,380
-----------------------------------------------------------------------------------------------------------------

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)
                                                                                                  Three Months Ended
                                                                                                       March 31,
                                                                                                  2003            2002
-----------------------------------------------------------------------------------------------------------------------
                                                                                                      (unaudited)
OPERATING ACTIVITIES
<S>                                                                                            <C>             <C>
  Net income                                                                                   $ 2,769         $ 1,827
  Adjustments to reconcile net income to net cash provided by
    operating activities:
      Depreciation and amortization                                                              7,329           7,173
      Amortization of deferred financing costs                                                     314             343
      Equity in earnings of unconsolidated joint ventures                                          (92)             (8)
      Compensation under Unit Option Plan                                                           26             ---
      Straight-line base rent adjustment                                                            57              41
  Increase (decrease) due to changes in:
      Other assets                                                                               1,388           1,622
      Accounts payable and accrued expenses                                                     (2,854)         (4,880)
-----------------------------------------------------------------------------------------------------------------------
         Net cash provided by operating activites                                                8,937           6,118
-----------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
  Additions to rental properties                                                                (1,690)         (1,725)
  Acquisition of rental property                                                                (4,700)            ---
  Additions to investments in joint ventures                                                      (952)            (15)
  Additions to deferred lease costs                                                               (297)           (437)
  Decrease in escrow from rental property purchase                                               4,006             ---
  Distributions received from unconsolidated joint ventures                                        300             ---
  Collections from officers                                                                        ---              92
-----------------------------------------------------------------------------------------------------------------------
         Net cash used in investing activities                                                  (3,333)         (2,085)
-----------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
  Cash distributions paid                                                                       (7,888)         (7,131)
  Proceeds from issuance of debt                                                                23,119          34,062
  Repayments of debt                                                                           (26,985)        (32,686)
  Additions to deferred financing costs                                                            (18)             (3)
  Proceeds from exercise of share and unit options                                               5,300           1,422
-----------------------------------------------------------------------------------------------------------------------
         Net cash used in financing activities                                                  (6,472)         (4,336)
-----------------------------------------------------------------------------------------------------------------------
Net decrease in cash and cash equivalents                                                         (868)           (303)
Cash and cash equivalents, beginning of period                                                   1,068             503
-----------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                                                         $ 200           $ 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, 2003 and 2002 amounted to $7,560 and
$3,934, respectively.

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

</TABLE>

                                       5
<PAGE>

                      TANGER PROPERTIES LIMITED PARTNERSHIP
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2003
                                   (Unaudited)

1.   Business

Tanger Properties  Limited  Partnership,  a North Carolina limited  partnership,
develops,  owns, operates and manages factory outlet centers. At March 31, 2003,
we operated 34 centers in 21 states  totaling 6.2 million  square  feet.  We are
controlled  by  Tanger  Factory  Outlet  Centers,   Inc.  and  subsidiaries,   a
fully-integrated,  self-administered,  self-managed real estate investment trust
("REIT"),  as sole shareholder of our general partner,  Tanger GP Trust.  Unless
the context  indicates  otherwise,  the term "Operating  Partnership"  refers to
Tanger  Properties  Limited  Partnership  and the term the  "Company"  refers to
Tanger Factory Outlet Centers,  Inc. 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  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, 2002.  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  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.

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 Balance
Sheets.

Certain  amounts in the 2002  financial  statements  have been  reclassified  to
conform to the 2003 presentation. See Footnote 5.


                                       6
<PAGE>

3.   Summary of Significant Accounting Policies

The Company has a  non-qualified  and  incentive  share  option plan (the "Share
Option Plan") and the Operating Partnership has a non-qualified Unit option plan
(the "Unit Option  Plan").  Prior to 2003,  these plans were accounted for under
the recognition and  measurement  provisions of APB Opinion No. 25,  "Accounting
for Stock Issued to  Employees",  and related  interpretations.  No  share-based
employee  compensation  cost was  reflected  in 2002 net income,  as all options
granted under those plans had an exercise price equal to the market value of the
underlying  common  share on the date of grant.  Effective  January 1, 2003,  we
adopted  the  fair  value  recognition  provisions  of  Statement  of  Financial
Accounting  Standards No. 123,  "Accounting for Stock-Based  Compensation" ("FAS
123").  Under the modified  prospective  method of adoption selected by us under
the  provisions  of  Statement  of  Financial   Accounting  Standards  No.  148,
"Accounting   for   Stock-Based    Compensation-Transition    and   Disclosure",
compensation  cost  recognized in 2003 is the same as that which would have been
recognized  had the  recognition  provisions  of FAS 123 been  applied  from its
original effective date.  Results for prior periods have not been restated.  The
following  table  illustrates the effect on net income and earnings per share if
the fair value based  method had been  applied to all  outstanding  and unvested
awards in each period (in thousands except per unit data):

<TABLE>
<CAPTION>
                                                                        March 31,         March 31,
                                                                            2003             2002
----------------------------------------------------------------- ----------------- ----------------
<S>                                                                        <C>              <C>
Net income                                                                 $2,769           $1,827
Add:   Stock-based employee compensation expense included in
       net income                                                              26              ---
Less:  Total stock-based employee compensation expense
       determined under fair value based method for all awards                (26)             (41)
----------------------------------------------------------------- ----------------- ----------------
Pro forma net income                                                        $2,769           $1,786
----------------------------------------------------------------- ----------------- ----------------
Earnings per unit:
    Basic - as reported                                                     $  .19           $  .13
    Basic - pro forma                                                          .19              .12

    Diluted - as reported                                                      .19              .13
    Diluted - pro forma                                                     $  .19           $  .12
----------------------------------------------------------------- ----------------- ----------------
</TABLE>

4.   Acquisition and Development of Owned Rental Properties

In January 2003, we acquired a 29,000 square foot, 100% leased expansion located
contiguous with our existing factory outlet center in Sevierville, Tennessee for
$4.7 million.  Construction of an additional 35,000 square foot expansion of the
center is currently  under way, with stores expected to begin opening during the
summer of 2003.

Commitments  to  complete   construction  of  the  expansions  to  the  existing
properties and other capital expenditure  requirements amounted to approximately
$2.3 million at March 31, 2003.  Commitments  for  construction  represent  only
those costs contractually required to be paid by us.



                                       7
<PAGE>


Interest costs capitalized during the three months ended March 31, 2003 and 2002
amounted to $14,000 and $79,000, respectively.

5.   Disposition of Owned Rental Properties

In June and November  2002,  respectively,  we completed  the sale of two of our
non-core   properties   located  in  Ft.   Lauderdale,   Florida   and   Bourne,
Massachusetts.  Net proceeds  received from the sales of these  properties  were
approximately  $19.9  million.  We retained  management  responsibility  for the
Bourne center after the completion of the sale, however,  these responsibilities
are not  considered a  significant  interest in the  property.  Management  fees
received were immaterial.

In August and December 2002, respectively,  we sold two outparcels of land which
had related land leases with  identifiable  cash flows, at two properties in our
portfolio. These sales totaled $700,000 in net proceeds.

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  Statements  of  Operations as  discontinued  operations  for all periods
presented.  Below is a summary of the results of operations of these  properties
(in thousands):

                                                Three Months Ended
                                                     March 31,
                                                        2002
------------------------------------------------------------------
Revenues:
   Base rentals                                        $ 523
   Expense reimbursements                                189
   Other income                                            1
------------------------------------------------------------------
     Total revenues                                      713
------------------------------------------------------------------
Expenses:
   Property operating
                                                         193
   Depreciation and amortization                         107
------------------------------------------------------------------
       Total expenses                                    300
------------------------------------------------------------------
Discontinued operations                                  413
------------------------------------------------------------------


6.   Investments in Real Estate Joint Ventures

In September 2001, we established  Tanger-Warren  Myrtle Beach, LLC ("TWMB"),  a
joint venture in which we have a 50% ownership interest with Rosen-Warren Myrtle
Beach LLC  ("Rosen-Warren")  as our venture partner.  We and  Rosen-Warren  each
contributed  $4.3  million  in cash for a total  initial  equity in TWMB of $8.6
million.  In September 2001, TWMB began construction on the first phase of a new
400,000 square foot Tanger Outlet Center in Myrtle Beach,  South  Carolina.  The
first phase opened 100% leased on June 28, 2002 at a cost of approximately $35.4
million with approximately 260,000 square feet and 60 brand name outlet tenants.
In November  2002,  we began  construction  on a 64,000 square foot second phase
which is estimated to cost $6.5 million.  We and  Rosen-Warren  have contributed
approximately  $1.1  million  each toward this second  phase which will  contain
approximately 22 additional brand name outlet tenants. Stores in this phase will
begin  opening  in May  2003.  Construction  commitments  at  TWMB  amounted  to
approximately  $1.2  million at March 31,  2003.  Commitments  for  construction
represent only those costs contractually required to be paid.



                                       8
<PAGE>

In  conjunction  with  the  construction  of  the  center,   TWMB  closed  on  a
construction  loan in September 2001 in the amount of $36.2 million with Bank of
America,  NA (Agent) and  SouthTrust  Bank due in August  2004.  As of March 31,
2003, the construction  loan had a $25.7 million  balance.  In August 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%.  TWMB pays  interest  on the balance of the
outstanding loan at a floating interest rate equal to Libor plus 2.00%. All debt
incurred by this unconsolidated  joint venture is collateralized by its property
as well as joint and several guarantees by Rosen-Warren and us.

Our investment in unconsolidated real estate joint ventures as of March 31, 2003
and  December 31, 2002 was $4.7 million and $3.9  million,  respectively.  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  investment  in real estate joint  ventures are included in other assets and
are also  reduced by 50% of the  profits  earned  for  leasing  and  development
services we provided to the joint ventures. During the first quarter of 2003, we
recognized approximately $34,000 in management fees, $58,000 in leasing fees and
$13,000 in development fees from services provided to TWMB.
<TABLE>
<CAPTION>

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

                                                                          March 31,     December 31,
Summary Balance Sheets - Unconsolidated Joint Ventures:                     2003            2002
----------------------------------------------------------------- ----------------- ----------------
Assets:
<S>                                                                        <C>              <C>
    Investment properties at cost, net                                     $34,670          $32,153
    Cash and cash equivalents                                                  100              514
    Deferred charges, net                                                    1,790            1,751
    Other assets                                                             1,500            1,491
----------------------------------------------------------------- ----------------- ----------------
        Total assets                                                       $38,060          $35,909
----------------------------------------------------------------- ----------------- ----------------
Liabilities and Owners' Equity
    Mortgage payable                                                       $25,705          $25,513
    Construction trade payables                                              1,729            1,644
    Accounts payable and other liabilities                                     868              522
----------------------------------------------------------------- ----------------- ----------------
        Total liabilities                                                   28,302           27,679
    Owners' equity                                                           9,758            8,230
----------------------------------------------------------------- ----------------- ----------------
        Total liabilities and owners' equity                               $38,060          $35,909
----------------------------------------------------------------- ----------------- ----------------

</TABLE>

                                       9
<PAGE>
<TABLE>
<CAPTION>

Summary Statements of Operations -                                    For the Three Months Ended
Unconsolidated Joint Ventures                                   March 31, 2003            March 31, 2002
----------------------------------------------------- ------------------------- -------------------------

<S>                                                                     <C>                          <C>
Revenues                                                                $1,727                       $16
----------------------------------------------------- ------------------------- -------------------------

Expenses:
   Property operating                                                      704                       ---
   General and administrative                                               17                       ---
   Interest                                                                325                       ---
   Depreciation and amortization                                           528                       ---
----------------------------------------------------- ------------------------- -------------------------
    Total expenses                                                       1,574                       ---
----------------------------------------------------- ------------------------- -------------------------
Net income                                                               $ 153                      $ 16
----------------------------------------------------- ------------------------- -------------------------

Tanger Properties Limited Partnership share of:
----------------------------------------------------- ------------------------- -------------------------
    Net operating income                                                 $ 503                       $ 8
    Net income                                                           $  92                       $ 8
    Depreciation (real estate related)                                   $ 254                       ---
----------------------------------------------------- ------------------------- -------------------------
</TABLE>


7.   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, 2003, our portion of the fair
value of TWMB's hedge is recorded as a reduction to investment in joint ventures
of $153,000.  For the three months ended March 31, 2003,  the change in the fair
value  of  the  derivative  instruments  are  recorded  as an  $84,000  loss  to
accumulated other comprehensive income (loss).

                                                       Three Months Ended
                                                            March 31,
                                                         2003        2002
------------------------------------------------- -------------- ------------

Net income                                              $ 2,769       $1,827
------------------------------------------------- -------------- ------------
Other comprehensive income (loss):
     Change in fair value of our portion of
       TWMB cash flow hedge                                (14)          ---
     Change in fair value of cash flow hedge,                98          291
------------------------------------------------- -------------- ------------
         Other comprehensive income (loss)                   84          291
------------------------------------------------- -------------- ------------
Total comprehensive income                              $ 2,853      $ 2,118
------------------------------------------------- -------------- ------------


                                       10
<PAGE>

8.   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,
                                                         2003          2002
--------------------------------------------------- ------------ -------------
Numerator:
   Income from continuing operations                     $2,769        $1,414
   Less applicable preferred unit distributions           (443)         (444)
--------------------------------------------------- ------------ -------------
   Income from continuing operations available to
     common unitholders - basic and diluted               2,326          970
   Discontinued operations                                  ---          413
--------------------------------------------------- ------------ -------------
   Net income available to common unitholders -
     basic and diluted                                  $ 2,326        $1,383
--------------------------------------------------- ------------ -------------
--------------------------------------------------- ------------ -------------
Denominator:
   Basic weighted average common units                   12,214        10,981
   Effect of outstanding unit options                       217            75
--------------------------------------------------- ------------ -------------
   Diluted weighted average common units                 12,431        11,056
--------------------------------------------------- ------------ -------------

Basic earnings per common unit:
Income from continuing operations                          $.19          $.09
Discontinued operations                                     ---           .04
--------------------------------------------------- ------------ -------------
Net income                                                 $.19          $.13
--------------------------------------------------- ------------ -------------

Diluted earnings per common unit:
Income from continuing operations                          $.19          $.09
Discontinued operations                                     ---           .04
--------------------------------------------------- ------------ -------------
Net income                                                 $.19          $.13
--------------------------------------------------- ------------ -------------


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  for the three  months  ended March 31, 2003 and 2002  totaled
211,000 and 485,000,  respectively. The assumed conversion of preferred units as
of the beginning of the year would have been anti-dilutive.

At March  31,  2003 and  December  31,  2002,  the  ownership  interests  of the
Operating Partnership consisted of the following:

                                                    2003           2002
------------------------------------------ -------------- --------------
Preferred units                                   80,190         80,190
------------------------------------------ -------------- --------------
Common units:
   General partner                               150,000        150,000
   Limited partners                           12,182,970     11,944,330
------------------------------------------ -------------- --------------
      Total                                   12,332,970     12,094,330
------------------------------------------ -------------- --------------


                                       11
<PAGE>

9.   Subsequent Event

On May 2, 2003,  the Company  announced that it would call for redemption of all
of our outstanding Series A Cumulative  Convertible  Redeemable Preferred Shares
(the "Preferred  Shares") held by the Preferred Stock  Depositary.  Its Board of
Directors has set June 20, 2003 as the redemption  date on which all outstanding
Depositary  Shares,  each  representing  1/10th  of a  Preferred  Share  will be
redeemed. The Preferred Stock Depositary will in turn call for redemption, as of
the same redemption date, all of the Preferred Shares. The redemption price will
be $250 per Preferred Share ($25 per Depositary Share),  plus accrued and unpaid
dividends, if any, to, but not including, the redemption date.

In lieu of receiving the cash redemption price, holders of the Depositary Shares
may, at their option,  convert each Depositary  Share into .901 of the Company's
common shares by following the  instructions  for, and  completing the Notice of
Conversion  located on the back of their  Depositary Share  certificates.  Those
Depositary Shares, and the corresponding Preferred Shares, that are converted to
common shares will not receive accrued and unpaid dividends, if any, but will be
entitled  to  receive  common  dividends  declared  after  the date on which the
Depositary Shares are converted to common shares.

Preferred Units will be automatically  converted into general  partnership Units
to the extent of any  conversion of Preferred  Shares in Common  Shares.  To the
extent of any redemption of Preferred  Shares,  the Operating  Partnership  will
fund the  proceeds  to the  Company  necessary  to  redeem  the like  number  of
Preferred Units held by the Company.

On or after the redemption date, the Depositary  Shares,  and the  corresponding
Preferred Shares,  will no longer be deemed to be outstanding,  dividends on the
Depositary Shares, and the corresponding Preferred Shares, will cease to accrue,
and all rights of the holders of the Depositary  Shares,  and the  corresponding
Preferred  Shares,  will cease,  except for the right to receive the  redemption
price, without interest thereon, upon surrender of certificates representing the
Depositary  Shares,  and the corresponding  Preferred Shares. As of May 2, 2003,
80,190 Preferred Shares,  representing  approximately 801,897 Depositary Shares,
were outstanding.

10.  New Accounting Pronouncements

In April 2002, the Financial  Accounting  Standards  Board (FASB or the "Board")
issued  Statement  of  Financial   Accounting   Standards  No.  145  (FAS  145),
"Rescission of FASB  Statements  No. 4, 44, and 64,  Amendment of FASB Statement
No. 13, and Technical Corrections".  In rescinding FASB Statement No. 4 (FAS 4),
"Reporting Gains and Losses from Extinguishment of Debt", and FASB Statement No.
64  (FAS   64),   "Extinguishments   of  Debt  Made  to   Satisfy   Sinking-Fund
Requirements", FAS 145 eliminates the requirement that gains and losses from the
extinguishment  of  debt  be  aggregated  and,  if  material,  classified  as an
extraordinary item, net of the related income tax effect.  Generally, FAS 145 is
effective for  transactions  occurring  after December 31, 2002. We adopted this
statement  effective  January  1, 2003,  and it had no effect on our  results of
operations or financial position for the 2003 or 2002 periods.

In January of 2003, the FASB issued  Interpretation  No. 46,  "Consolidation  of
Variable  Interest  Entities"  ("FIN 46").  FIN 46 clarifies 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 will be  immediately  effective  for all  variable  interests in variable
interest  entities  created after January 31, 2003, and the Company will need to
apply its  provisions to any existing  variable  interests in variable  interest
entities by no later than the  beginning of the first interim  reporting  period
beginning  after June 15, 2003. We are currently  evaluating the effects of this
statement.

                                       12
<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 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 the term
"Company" refers to Tanger Factory Outlet Centers,  Inc. and  subsidiaries.  The
terms "we", "our" and "us" refer to the Company or the Company and the Operating
Partnership together, as the text requires.

The discussion of our results of operations reported in the unaudited Statements
of  Operations  compares  the three  months  ended March 31, 2003 with the three
months ended March 31, 2002. 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;

                                       13
<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 realized planned costs savings in acquisitions; and

-    retention of earnings.


                                       14
<PAGE>

General Overview

At March 31, 2003, we have ownership interests in or management responsibilities
for 34 centers in 21 states  totaling  6.2 million  square  feet  compared to 32
centers in 20 states  totaling 5.4 million  square feet at March 31,  2002.  The
activity in our  portfolio  of  properties  since  March 31, 2002 is  summarized
below:
<TABLE>
<CAPTION>
                                                                           No.
                                                                           of             GLA
                                                                         Centers      (000's)       States
--------------------------------------------------------------------- ------------ ------------ -----------
As of March 31, 2002                                                           32        5,437          20
--------------------------------------------------------------------- ------------ ------------ -----------
     New development:
<S>                                                                             <C>        <C>           <C>
         Myrtle Beach, South Carolina (joint venture)                           1          260           1
     Acquisitions:
         Howell, Michigan (wholly-owned)                                        1          325         ---
         Vero Beach, Florida (managed)                                          1          329         ---
         Bourne, Massachusetts (managed)                                        1           23           1
         Sevierville, Tennessee (wholly-owned)                                ---           29         ---
     Dispositions:
         Fort Lauderdale, Florida (wholly-owned)                              (1)        (165)         ---
         Bourne, Massachusetts (wholly-owned)                                 (1)         (23)         (1)
         Other                                                                ---          (1)         ---
--------------------------------------------------------------------- ------------ ------------ -----------
As of March 31, 2003                                                           34        6,214          21
--------------------------------------------------------------------- ------------ ------------ -----------
</TABLE>
<TABLE>
<CAPTION>

A summary of the operating results for the three months ended March 31, 2003 and
2002 is presented in the following table,  expressed in amounts  calculated on a
weighted average GLA basis.

                                                                          Three Months Ended
                                                                              March 31,
                                                                          2003         2002
--------------------------------------------------------------------- ------------ ------------
GLA at end of period (000's):
<S>                                                                         <C>          <C>
   Wholly owned                                                             5,497        5,332
   Partially owned (1)                                                        260          ---
   Managed                                                                    457          105
--------------------------------------------------------------------- ------------ ------------
Total GLA at end of period (000's)                                          6,214        5,437
Weighted average GLA (000's) (2)                                            5,492        5,144
Occupancy percentage at end of period (1)                                     95%          95%

   Per square foot for wholly owned properties
   -------------------------------------------
Revenues
   Base rentals                                                            $ 3.58       $ 3.51
   Percentage rentals                                                         .07          .12
   Expense reimbursements                                                    1.54         1.41
   Other income                                                               .12          .11
--------------------------------------------------------------------- ------------ ------------
     Total revenues                                                          5.31         5.15
--------------------------------------------------------------------- ------------ ------------
Expenses
   Property operating                                                        1.82         1.67
   General and administrative                                                 .44          .44
   Interest                                                                  1.22         1.39
   Depreciation and amortization                                             1.33         1.38
--------------------------------------------------------------------- ------------ ------------
     Total expenses                                                          4.81         4.88
--------------------------------------------------------------------- ------------ ------------
Income before equity in earnings of unconsolidated joint
   ventures and discontinued operations                                    $  .50        $ .27
--------------------------------------------------------------------- ------------ ------------

(1)  Includes Myrtle Beach,  South Carolina  property which we operate through a
     50% ownership joint venture.

(2)  GLA of 100% owned properties  weighted by months of operations.  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.
</TABLE>

                                       15
<PAGE>
<TABLE>
<CAPTION>

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, 2003.


                                                                                 Mortgage Debt
                                                                                  Outstanding
                                                                                 (000's) as of
                                                                   GLA               March 31,        %
Date Opened                             Location                (sq. ft.)             2003         Occupied
---------------------------- ------------------------------- ------------ --- ---------------- --------------
<S>                          <C>                                 <C>                  <C>             <C>
Aug.  1994                   Riverhead, NY                       729,238                  ---         98
May   1993                   San Marcos, TX                      441,936              $37,789        100
Feb.  1997 (1)               Sevierville, TN                     382,854                  ---        100
Dec.  1995                   Commerce II, GA                     342,556               29,500         93
Sept. 2002 (1)               Howell, MI                          325,231                  ---         99
Nov.  1994                   Branson, MO                         277,494               24,000         97
May   1991                   Williamsburg, IA                    277,230               19,340         97
Jun.   2002 (2)              Myrtle Beach, SC                    260,033                  ---        100
Oct.  1994 (1)               Lancaster, PA                       255,059               14,435         94
Nov.  1994                   Locust Grove, GA                    248,854                  ---         99
Feb.  1993                   Gonzales, LA                        245,199                  ---         97
Jul.  1998 (1)               Fort Meyers, FL                     198,789                  ---         97
Jul.  1989                   Commerce, GA                        185,750                8,173         79
Feb.  1992                   Casa Grande, AZ                     184,768                  ---         89
Aug.  1994                   Terrell, TX                         177,490                  ---         96
Mar.  1998 (1)               Dalton, GA                          173,430               11,082         93
Sept. 1994                   Seymour, IN                         141,051                  ---         74
Dec.  1992                   North Branch, MN                    134,480                  ---         99
Feb.  1991                   West Branch, MI                     112,420                7,035         95
Jan.  1995                   Barstow, CA                         105,950                  ---         72
Sept. 1997 (1)               Blowing Rock, NC                    105,448                9,622         94
Jul.  1988                   Pigeon Forge, TN                     94,558                  ---         95
Sept. 1997 (1)               Nags Head, NC                        82,254                6,529        100
Jul.  1988                   Boaz, AL                             79,575                  ---         95
Jun.  1986                   Kittery I, ME                        59,694                6,306        100
Apr.  1988                   LL Bean, North Conway, NH            50,745                  ---         91
Nov.  1987                   Martinsburg, WV                      49,252                  ---         61
Jun.  1988                   Kittery II, ME                       24,703                  ---        100
Mar.  1987                   Clover, North Conway, NH             11,000                  ---        100
---------------------------- ------------------------------- ------------ --- ---------------- ----------
   Total                                                       5,757,041             $173,811        95%
============================ =============================== ============ === ================ ==========

(1)  Represents date acquired by us.

(2)  Represents  center  operated by us through a 50% ownership  joint  venture.
     Mortgage  debt  outstanding  as of March 31, 2003 on this property is $25.7
     million.
</TABLE>


                                       16
<PAGE>

RESULTS OF OPERATIONS

Comparison  of the three  months  ended March 31, 2003 to the three months ended
March 31, 2002

Base rentals increased $1.6 million,  or 9%, in the 2003 period when compared to
the same period in 2002. The increase is primarily due to the acquisition of the
Howell,  Michigan center during the third quarter of 2002 and the additional GLA
acquired at our Sevierville,  Tennessee center early during the first quarter of
2003. Base rent per weighted  average GLA increased by $.07 per square foot from
$3.51 per square  foot in the 2002  period  compared to $3.58 per square foot in
the 2003 period.  The  increase is  primarily  the result of the addition of the
Howell,  Michigan  acquisition  which had a higher  average base rent per square
foot  compared to the  portfolio  average.  In  addition,  we had an increase in
termination  revenue,  a component of base rentals,  of $159,000 during the 2003
period compared to 2002. While the overall portfolio occupancy at March 31, 2003
remained  constant at 95%  compared to March 31,  2002,  one center  experienced
negative occupancy trends which were offset by positive occupancy gains in other
centers.

Percentage  rentals,  which represent revenues based on a percentage of tenants'
sales volume above predetermined  levels (the "breakpoint"),  decreased $202,000
or 34%, and on a weighted  average GLA basis,  decreased $.05 per square foot in
2003 compared to 2002. Reported same-space sales per square foot for the rolling
twelve months ended March 31, 2003 were $293 per square foot.  This represents a
0.3% decrease  compared to the same period in 2002.  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.  Same-space sales for the three months
ended March 31, 2003 decreased 6.1% compared to the same period of 2002.  Severe
winter  conditions  made road travel very difficult and caused  retailers at our
centers to loose the  equivalent  of an  aggregate  27 shopping  days during the
first quarter.  Additionally,  Easter and the associated  spring break vacations
occurred in April of this year, while occurring in March last year. Importantly,
we do not view the first  quarter  sales as being  indicative  of a trend  going
forward.

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
84% in both the 2003 and 2002 periods.

Other  income  increased  $107,000,  or 19%,  in 2003  compared to 2002 and on a
weighted  average GLA basis,  increased  $.01 per square foot from $.11 to $.12.
The increase is due primarily to increases in vending income.

Property  operating  expenses  increased  by $1.4  million,  or 16%, in the 2003
period as compared  to the 2002  period  and,  on a weighted  average GLA basis,
increased  $.15 per square foot from $1.67 to $1.82.  The increase is the result
of the  additional  operating  costs  of the  Howell,  Michigan  center  that we
acquired in September as well as  portfolio  wide  increases in snow removal and
property insurance costs.

General  and  administrative  expenses  increased  $155,000,  or 7%, in the 2003
period  as  compared  to the 2002  period.  The  increase  is  primarily  due to
increases in employee  compensation.  Also, as a percentage  of total  revenues,
general and administrative expenses were 8% and 9%, respectively in the 2003 and
2002 periods and, on a weighted average GLA basis remained  constant at $.44 per
square foot in the 2003 and 2002 period.

                                       17
<PAGE>

Interest expense decreased $405,000,  or 6%, during 2003 as compared to 2002 due
primarily to lower  outstanding  debt and lower  average  interest  rates during
2003. Also during the first quarter of 2003, we purchased at a 2% premium,  $2.1
million of our outstanding 7.875% senior,  unsecured public notes that mature in
October 2004. The purchases were funded by amounts available under our unsecured
lines of credit. The replacement of the 2004 bonds with funding through lines of
credit provided us with additional  interest  expense  reduction as the lines of
credit have a lower interest rate.

Depreciation  and amortization per weighted average GLA decreased from $1.38 per
square  foot in the 2002  period to $1.33 per square foot in the 2003 period due
to a  lower  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).

Net income from  unconsolidated  joint  ventures  increased  $84,000 in the 2003
period  compared to the 2002 period due to the opening of the Myrtle  Beach,  SC
outlet center by TWMB in June of 2002.

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  Statements of Operations as  discontinued  operations for both
periods  presented.  The decrease in discontinued  operations is due to the 2002
period reflecting the discontinued operations of the Ft. Lauderdale, Florida and
Bourne Massachusetts centers which were sold in 2002.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating  activities was $8.9 million and $6.1 million for
the three  months ended March 31, 2003 and 2002,  respectively.  The increase in
cash  provided by  operating  activities  is due  primarily  to the  increase in
accounts payable and accrued expenses in 2003 compared to 2002. Net cash used in
investing  activities was $3.3 and $2.1 million during the first three months of
2003 and 2002,  respectively.  Cash used was higher in 2003 primarily due to the
cash needed to pay for the  acquisition  of the  expansion  in the  Sevierville,
Tennessee center and the additional investment in joint ventures.  Net cash used
in financing activities was $6.5 million and $4.3 million during the first three
months  of 2003 and  2002,  respectively.  Cash  used was  higher in 2003 due to
increased  distributions  in 2003  compared to 2002 and due to proceeds  used to
reduce our overall debt at March 31, 2003.

Acquisitions and Dispositions

In January 2003, we acquired a 29,000 square foot, 100% leased expansion located
contiguous with our existing  factory outlet center in  Sevierville,  Tennessee.
The purchase price was $4.7 million with an expected return of 10%. Construction
of an additional  35,000 square foot expansion of the center is currently  under
way, with stores  expected to begin opening during the summer of 2003. We expect
to complete  the  expansion  at a cost of $4  million.  Upon  completion  of the
expansion, the Sevierville center will total approximately 418,000 square feet.

Also,  construction  by TWMB of a 64,000  square foot second phase at the Tanger
Outlet  Center in Myrtle  Beach,  South  Carolina is  proceeding as planned with
stores expected to open during the summer of 2003. Our capital investment in the
second phase is approximately  $1.1 million with an expected return in excess of
20%.


                                       18
<PAGE>

Joint Ventures

In September  2001,  we  established  the TWMB joint venture with respect to our
Myrtle  Beach,  South  Carolina  project  with  Rosen-Warren  Myrtle  Beach  LLC
("Rosen-Warren").  We and  Rosen-Warren,  each as 50% owners,  contributed  $4.3
million in cash for a total initial equity in TWMB of $8.6 million. In September
2001,  TWMB began  construction  on the first phase of a new 400,000 square foot
Tanger  Outlet Center in Myrtle Beach,  South  Carolina.  The first phase opened
100%  leased  on  June  28,  2002 at a cost  approximately  $35.4  million  with
approximately  260,000 square feet and 60 brand name outlet tenants. In November
2002,  we began  construction  on a 64,000  square  foot  second  phase which is
estimated  to  cost  $6.5  million.   We  and   Rosen-Warren   have  contributed
approximately  $1.1  million  each toward this second  phase which will  contain
approximately 22 additional brand name outlet tenants. Stores in this phase will
begin opening in May 2003.

In  conjunction  with  the  construction  of  the  center,   TWMB  closed  on  a
construction  loan in September 2001 in the amount of $36.2 million with Bank of
America,  NA (Agent) and  SouthTrust  Bank due in August  2004.  As of March 31,
2003, the construction  loan had a $25.7 million  balance.  In August 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%.  TWMB pays  interest  on the balance of the
outstanding loan at a floating interest rate equal to Libor plus 2.00%. All debt
incurred by this unconsolidated  joint venture is collateralized by its property
as well as joint and several guarantees by Rosen-Warren and us. We do not expect
events to occur that would trigger the  provisions of the guarantee  because our
properties have historically  produced  sufficient cash flow to meet the related
debt service requirements.

Either  partner in TWMB has the right to  initiate  the sale or  purchase of the
other party's interest. If such action is initiated, one partner 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 partners'
roles in this transaction would be determined by the tossing of a coin, commonly
known as a Russian roulette  provision.  If either Rosen-Warren or we enact this
provision  and  depending  on our role in the  transaction  as either  seller or
purchaser,  we can  potentially  incur  a  cash  outflow  for  the  purchase  of
Rosen-Warren'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 area.

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  funds from  operations.  In addition,  we regularly
evaluate  acquisition or  disposition  proposals and engage from time to time in
negotiations for  acquisitions or dispositions of properties.  We may also enter
into letters of intent for the purchase or sale of properties.  Any  prospective
acquisition  or  disposition  that is being  evaluated  or which is subject to a
letter of intent may not be consummated, or if consummated, may not result in an
increase in net income or funds from operations (see "Funds from Operations").

Financing Arrangements

During the first quarter of 2003, we purchased at a 2% premium,  $2.1 million of
our  outstanding  7.875% senior,  unsecured  public notes that mature in October
2004. The purchases were funded by amounts  available  under our unsecured lines
of credit.  These  purchases were in addition to $24.9 million of the notes that
were purchased in 2001 and 2002.

                                       19
<PAGE>

At  March  31,  2003,  approximately  49%  of  our  outstanding  long-term  debt
represented  unsecured  borrowings and approximately 61% 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, 2003 was 7.85%.

On May 2, 2003,  the Company  announced that it would call for redemption of all
of our outstanding Series A Cumulative  Convertible  Redeemable Preferred Shares
(the "Preferred  Shares") held by the Preferred Stock  Depositary.  Its Board of
Directors has set June 20, 2003 as the redemption  date on which all outstanding
Depositary  Shares,  each  representing  1/10th  of a  Preferred  Share  will be
redeemed. The Preferred Stock Depositary will in turn call for redemption, as of
the same redemption date, all of the Preferred Shares. The redemption price will
be $250 per Preferred Share ($25 per Depositary Share),  plus accrued and unpaid
dividends, if any, to, but not including, the redemption date.

In lieu of receiving the cash redemption price, holders of the Depositary Shares
may, at their option,  convert each Depositary  Share into .901 common shares by
following the instructions for, and completing the Notice of Conversion  located
on the back of their Depositary Share certificates. Those Depositary Shares, and
the corresponding Preferred Shares, that are converted to common shares will not
receive  accrued and unpaid  dividends,  if any, but will be entitled to receive
common  dividends  declared  after the date on which the  Depositary  Shares are
converted to common shares.

Preferred Units will be automatically  converted into general  partnership Units
to the extent of any conversion of Preferred  Shares into Common Shares.  To the
extent of any redemption of Preferred  Shares,  the Operating  Partnership  will
fund the  proceeds  to the  Company  necessary  to  redeem  the like  number  of
Preferred Units held by the Company.

Should all holders of the  Depositary  Shares  elect to receive  the  redemption
proceeds, rather than convert their Depositary Shares to common shares, we would
be required to fund  approximately $20 million to complete the redemption of all
the outstanding Depositary Shares.

On or after the redemption date, the Depositary  Shares,  and the  corresponding
Preferred Shares,  will no longer be deemed to be outstanding,  dividends on the
Depositary Shares, and the corresponding Preferred Shares, will cease to accrue,
and all rights of the holders of the Depositary  Shares,  and the  corresponding
Preferred  Shares,  will cease,  except for the right to receive the  redemption
price, without interest thereon, upon surrender of certificates representing the
Depositary  Shares,  and the corresponding  Preferred Shares. As of May 2, 2003,
80,190 Preferred Shares,  representing  approximately 801,897 Depositary Shares,
were outstanding.

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 best interest and our
shareholders'  interests.  To generate capital to reinvest into other attractive
investment  opportunities,  we may  also  consider  the use of  operational  and
developmental  joint ventures,  selling certain  properties that do not meet our
long-term investment criteria or selling outparcels on existing properties.

We maintain  unsecured,  revolving  lines of credit that  provided for unsecured
borrowings up to $85 million at March 31, 2003.  All of our lines of credit have
maturity  dates of June 30,  2004.  We also have the  ability  through our shelf
registration to issue up to $400 million in either all debt or all equity or any
combination  thereof up to $400 million.  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 2003.


                                       20
<PAGE>

We  anticipate  that  adequate  cash will be available to fund our operating and
administrative  expenses,  regular debt service obligations,  and the payment of
distributions  in accordance  with REIT  requirements in both the short and long
term.  Although  we receive  most of our  rental  payments  on a monthly  basis,
distributions  to shareholders  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 10, 2003, our Board of Trustees declared a $.6150 cash distribution per
common unit  payable on May 15, 2003 to each  unitholder  of record on April 30,
2003.  The Board of Trustees  also  declared a cash  distribution  of $.5540 per
preferred unit payable on May 15, 2003 to each unitholder of record on April 30,
2003.

New Accounting Pronouncements

In April 2002, the Financial  Accounting  Standards  Board (FASB or the "Board")
issued  Statement  of  Financial   Accounting   Standards  No.  145  (FAS  145),
"Rescission of FASB  Statements  No. 4, 44, and 64,  Amendment of FASB Statement
No. 13, and Technical Corrections".  In rescinding FASB Statement No. 4 (FAS 4),
"Reporting Gains and Losses from Extinguishment of Debt", and FASB Statement No.
64  (FAS   64),   "Extinguishments   of  Debt  Made  to   Satisfy   Sinking-Fund
Requirements", FAS 145 eliminates the requirement that gains and losses from the
extinguishment  of  debt  be  aggregated  and,  if  material,  classified  as an
extraordinary item, net of the related income tax effect.  Generally, FAS 145 is
effective for  transactions  occurring  after December 31, 2002. We adopted this
statement  effective  January  1, 2003,  and it had no effect on our  results of
operations or financial position for the 2003 or 2002 periods.

In January of 2003, the FASB issued  Interpretation  No. 46,  "Consolidation  of
Variable  Interest  Entities"  ("FIN 46").  FIN 46 clarifies 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 will be  immediately  effective  for all  variable  interests in variable
interest  entities  created after January 31, 2003, and the Company will need to
apply its  provisions to any existing  variable  interests in variable  interest
entities by no later than the  beginning of the first interim  reporting  period
beginning  after June 15, 2003. We are currently  evaluating the effects of this
statement.


                                       21
<PAGE>

Funds from Operations ("FFO")

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 or disposal of
depreciable  operating  properties,  plus depreciation and amortization uniquely
significant to real estate and after adjustments for unconsolidated partnerships
and joint ventures.  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 funds from operations for the three months ended March
31, 2003 and 2002 and other data for those respective periods (in thousands):
<TABLE>
<CAPTION>

                                                                          Three Months Ended
                                                                                March 31,
                                                                           2003          2002
---------------------------------------------------------------------- ------------ -------------
Funds from Operations:
<S>                                                                        <C>            <C>
   Net income                                                              $ 2,769        $1,827
   Adjusted for:
      Depreciation and amortization
         attributable to discontinued operations                               ---           107
      Depreciation and amortization uniquely significant to real
         estate - wholly owned                                               7,255         6,993
      Depreciation and amortization uniquely significant to real
         estate - joint ventures                                               254           ---
---------------------------------------------------------------------- ------------ -------------
         Funds from operations                                             $10,278        $8,927
---------------------------------------------------------------------- ------------ -------------

Weighted average units outstanding (1)                                      13,153        11,783
---------------------------------------------------------------------- ------------ -------------

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


                                       22
<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  2003,  we  have  approximately  1,070,000  square  feet,  or  19% of our
portfolio,  coming up for renewal.  If we were unable to  successfully  renew or
release a significant amount of this space on favorable economic terms, the loss
in rent could have a material adverse effect on our results of operations.

As of March 31, 2003, we have renewed  approximately 539,000 square feet, or 50%
of the square  feet  scheduled  to expire in 2003.  The  existing  tenants  have
renewed at an average base rental rate approximately 1% higher than the expiring
rate. We also  re-tenanted  138,000 square feet of vacant space during the first
three  months of 2003 at a 3% 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 6.4% of our combined
base and percentage  rental  revenues for the three months ended March 31, 2003.
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 released.

As of March 31, 2003 and 2002,  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 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, 2003,
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,
2003, TWMB would have paid approximately  $305,000 to terminate the agreement. A
1% decrease in the 30 day LIBOR index would  increase the amount paid by TWMB by
$271,000 to  approximately  $576,000.  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
Consolidated 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, 2003 was $374.9 million and its
recorded value was $341.1 million. A 1% increase from prevailing  interest rates
at March 31, 2003 would  result in a decrease  in fair value of total  long-term
debt by  approximately  $12.6 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,  Frank C.
Marchisello,  Jr.,  of  Tanger  GP  Trust,  the  sole  general  partner  of  the
registrant,  evaluated the effectiveness of the registrant's disclosure controls
and procedures on May 14, 2003 (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

          99.1 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.

          99.2 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.

          99.3 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.

          99.4 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

              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 & Assistant Secretary


DATE: May 14, 2003

                                       25
<PAGE>

                                  Exhibit Index


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

99.1        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.

99.2        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.

99.3        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.

99.4        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.



                                       26