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, 2005

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

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

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

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

                                 (336) 292-3010
              (Registrant's telephone number, including area code)



Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No

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

                                       1
<PAGE>


                      TANGER PROPERTIES LIMITED PARTNERSHIP

                                      Index

                          Part I. Financial Information

                                                                     Page Number
Item 1.  Financial Statements (Unaudited)

         Consolidated Statements of Operations
           For the three months ended March 31, 2005 and 2004                3

         Consolidated Balance Sheets
           As of March 31, 2005 and December 31, 2004                        4

         Consolidated Statements of Cash Flows
           For the three months ended March 31, 2005 and 2004                5

         Notes to Consolidated Financial Statements                          6

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

Item 3.  Quantitative and Qualitative Disclosures about Market Risk          22

Item 4.  Controls and Procedures                                             22

                           Part II. Other Information

Item 1.  Legal proceedings                                                   23

Item 6.  Exhibits and Reports on Form 8-K                                    23

Signatures                                                                   23



                                       2
<PAGE>
<TABLE>
<CAPTION>
                         TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
                                  CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (In thousands, except per unit data)

                                                                                       Three Months Ended
                                                                                           March 31,
                                                                                        2005         2004
----------------------------------------------------------------------------------------------------------
                                                                                         (unaudited)
REVENUES
<S>                                                                                 <C>          <C>
  Base rentals                                                                      $ 31,861     $ 31,460
  Percentage rentals                                                                     886          711
  Expense reimbursements                                                              14,297       11,886
  Other income                                                                           947          850
----------------------------------------------------------------------------------------------------------
       Total revenues                                                                 47,991       44,907
----------------------------------------------------------------------------------------------------------
EXPENSES
  Property operating                                                                  16,240       13,423
  General and administrative                                                           3,044        3,157
  Depreciation and amortization                                                       12,930       12,157
----------------------------------------------------------------------------------------------------------
       Total expenses                                                                 32,214       28,737
----------------------------------------------------------------------------------------------------------
Operating income                                                                      15,777       16,170
  Interest expense                                                                     8,228        8,864
----------------------------------------------------------------------------------------------------------
Income before equity in earnings of unconsolidated
  joint ventures, minority interest, discontinued operations
  and loss on sale of real estate                                                      7,549        7,306
Equity in earnings of unconsolidated joint ventures                                      191          165
Minority interest in consolidated joint venture                                       (6,624)      (6,593)
----------------------------------------------------------------------------------------------------------
Income from continuing operations                                                      1,116          878
Discontinued operations                                                                  ---          364
----------------------------------------------------------------------------------------------------------
Income before loss on sale of real estate                                              1,116        1,242
Loss on sale of real estate                                                           (4,690)         ---
----------------------------------------------------------------------------------------------------------
Net income (loss)                                                                     (3,574)       1,242
Income (loss) allocated to limited partners                                           (3,542)       1,231
----------------------------------------------------------------------------------------------------------
Income (loss) allocated to general partner                                            $  (32)        $ 11
----------------------------------------------------------------------------------------------------------

Basic earnings per common unit:
  Income (loss) from continuing operations                                            $ (.21)       $ .06
  Net income (loss)                                                                   $ (.21)       $ .08
----------------------------------------------------------------------------------------------------------

Diluted earnings per common unit:
  Income (loss) from continuing operations                                            $ (.21)       $ .06
  Net income (loss)                                                                   $ (.21)       $ .08
----------------------------------------------------------------------------------------------------------

Distributions paid per common unit                                                   $ .6250       $.6150
----------------------------------------------------------------------------------------------------------
</TABLE>

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

                                       3
<PAGE>

<TABLE>
<CAPTION>
                   TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
                                CONSOLIDATED BALANCE SHEETS
                              (In thousands, except unit data)

                                                                                                March 31,           December 31,
                                                                                                  2005                 2004
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                            (unaudited)
ASSETS
 Rental Property
<S>                                                                                             <C>                   <C>
   Land                                                                                         $113,355              $ 113,830
   Buildings, improvements and fixtures                                                          955,931                963,563
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                               1,069,286              1,077,393
   Accumulated depreciation                                                                     (228,252)              (224,622)
-----------------------------------------------------------------------------------------------------------------------------------
   Rental property, net                                                                          841,034                852,771
 Cash and cash equivalents                                                                         6,528                  4,089
 Deferred charges, net                                                                            55,611                 58,851
 Other assets                                                                                     21,310                 20,394
-----------------------------------------------------------------------------------------------------------------------------------
     Total assets                                                                               $924,483              $ 936,105
-----------------------------------------------------------------------------------------------------------------------------------

LIABILITIES, MINORITY INTEREST AND PARTNERS' EQUITY
Liabilities
 Debt
   Senior, unsecured notes                                                                      $100,000              $ 100,000
   Mortgages payable (including a debt premium
     of $8,558 and $9,346, respectively)                                                         305,983                308,342
   Unsecured note                                                                                 53,500                 53,500
   Unsecured lines of credit                                                                      33,455                 26,165
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                 492,938                488,007
 Construction trade payables                                                                       9,781                 11,918
 Accounts payable and accrued expenses                                                            25,523                 16,753
-----------------------------------------------------------------------------------------------------------------------------------
     Total liabilities                                                                           528,242                516,678
-----------------------------------------------------------------------------------------------------------------------------------
Commitments
Minority interest
 Minority interest in consolidated joint venture                                                 223,895                222,673
Partners' equity
 General partner                                                                                     527                    653
 Limited partners                                                                                178,751                200,076
 Deferred compensation                                                                            (6,844)                (3,975)
 Accumulated other comprehensive loss                                                                (88)                   ---
-----------------------------------------------------------------------------------------------------------------------------------
     Total partners' equity                                                                      172,346                196,754
-----------------------------------------------------------------------------------------------------------------------------------
       Total liabilities, minority interest and partners' equity                                $924,483              $ 936,105
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

                                       4
<PAGE>
<TABLE>
<CAPTION>
                             TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
                                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                 (In thousands)
                                                                                              Three Months Ended
                                                                                                   March 31,
                                                                                                2005         2004
------------------------------------------------------------------------------------------------------------------
                                                                                                   (unaudited)
OPERATING ACTIVITIES
<S>                                                                                          <C>           <C>
 Net income (loss)                                                                           $ (3,574)     $ 1,242
 Adjustments to reconcile net income to net cash provided by
  operating activities
   Depreciation and amortization (including discontinued operations)                           12,930       12,376
   Amortization of deferred financing costs                                                       353          363
   Equity in earnings of unconsolidated joint ventures                                           (191)        (165)
   Consolidated joint venture minority interest                                                 6,624        6,593
   Compensation expense related to restricted shares
    and share options granted                                                                     242           14
   Amortization of premium on assumed indebtedness                                               (787)        (610)
   Loss on sale of real estate                                                                  4,690          ---
   Distributions received from unconsolidated joint ventures                                      450          375
   Net accretion of market rent rate adjustment                                                   (46)         (60)
   Straight-line base rent adjustment                                                            (112)         (84)
   Increase (decrease) due to changes in:
     Other assets                                                                                (582)        (285)
     Accounts payable and accrued expenses                                                     (2,179)         676
------------------------------------------------------------------------------------------------------------------
     Net cash provided by operating activites                                                  17,818       20,435
------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
 Additions to rental property                                                                  (6,353)      (2,517)
 Additions to investments in unconsolidated joint ventures                                       (600)         ---
 Additions to deferred lease costs                                                               (573)        (239)
 Net proceeds from sale of real estate                                                          1,959          ---
------------------------------------------------------------------------------------------------------------------
     Net cash used in investing activities                                                     (5,567)      (2,756)
------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
 Cash distributions paid                                                                      (10,473)     (10,057)
 Distributions to consolidated joint venture minority interest                                 (5,402)      (4,404)
 Contributions from sole shareholder of general partner                                           ---       13,173
 Proceeds from issuance of debt                                                                41,440       26,075
 Repayments of debt                                                                           (35,722)     (45,363)
 Additions to deferred financing costs                                                            ---           (3)
 Proceeds from exercise of unit options                                                           345        3,808
------------------------------------------------------------------------------------------------------------------
     Net cash used in financing activities                                                     (9,812)     (16,771)
------------------------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents                                                       2,439          908
Cash and cash equivalents, beginning of period                                                  4,089        9,864
------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                                                      $ 6,528      $10,772
------------------------------------------------------------------------------------------------------------------
</TABLE>

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

                                       5
<PAGE>

             TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2005
                                   (Unaudited)

1. Business

Tanger Properties  Limited  Partnership,  a North Carolina limited  partnership,
develops,  owns,  operates and manages factory outlet centers. We are recognized
as one of the largest  owners and  operators  of factory  outlet  centers in the
United   States  of  America  with   ownership   interests   in  or   management
responsibilities for 33 centers in 22 states totaling 8.7 million square feet of
gross  leasble area ("GLA") as of March 31, 2005.  We are  controlled  by Tanger
Factory   Outlet   Centers,   Inc.,   a   fully-integrated,   self-administered,
self-managed real estate  investment trust ("REIT"),  as sole shareholder of our
general  partner,  Tanger GP Trust.  We provide  all  development,  leasing  and
management services for our centers. Unless the context indicates otherwise, the
term the "Operating Partnership" refers to Tanger Properties Limited Partnership
and subsidiaries and the term "Company" refers to Tanger Factory Outlet Centers,
Inc. and  subsidiaries.  The terms "we",  "our" and "us" refer to the  Operating
Partnership  or the  Operating  Partnership  and the  Company  together,  as the
context requires.

2. Basis of Presentation

Our unaudited  consolidated  financial statements have been prepared pursuant to
accounting  principles  generally  accepted in the United  States of America and
should be read in conjunction  with the  consolidated  financial  statements and
notes thereto of our Annual Report on Form 10-K for the year ended  December 31,
2004.  Certain  information and note disclosures  normally included in financial
statements prepared in accordance with accounting  principles generally accepted
in the United States of America have been  condensed or omitted  pursuant to the
Securities and Exchange  Commission's  ("SEC") rules and  regulations,  although
management  believes that the  disclosures  are adequate to make the information
presented not misleading.

The  accompanying   unaudited  consolidated  financial  statements  include  our
accounts,  our  wholly-owned  subsidiaries  and the  accounts of joint  ventures
required  to be  consolidated  under  the  provisions  of  Financial  Accounting
Standards Board Interpretation No. 46 (Revised 2003): "Consolidation of Variable
Interest Entities:  An Interpretation of ARB No. 51 ("FIN 46R") and reflect,  in
the opinion of management,  all adjustments necessary for a fair presentation of
the interim  consolidated  financial  statements.  All such adjustments are of a
normal and recurring  nature.  Intercompany  balances and transactions have been
eliminated in consolidation.

Investments  in  real  estate  joint  ventures  that  represent  non-controlling
ownership  interests are  accounted  for using the equity method of  accounting.
These investments are recorded  initially at cost and subsequently  adjusted for
our net  equity  in the  venture's  income  (loss)  and cash  contributions  and
distributions.  Our investments are included in other assets in our consolidated
balance sheets.

Certain  amounts  in  the  2004  consolidated  financial  statements  have  been
reclassified to conform to the 2005 presentation. See Footnote 5.

                                       6
<PAGE>
3.   Development of Rental Properties

We are currently underway with construction of a 46,400 square foot expansion at
our center located in Locust Grove, Georgia. The estimated cost of the expansion
is $6.6  million.  We  currently  expect to complete the  expansion  with stores
commencing operations during the summer of 2005. Tenants will include Polo/Ralph
Lauren,  Sketchers,   Children's  Place  and  others.  Upon  completion  of  the
expansion, our Locust Grove center will total approximately 294,000 square feet.

4.   Investments in Unconsolidated Real Estate Joint Ventures

Our investment in unconsolidated real estate joint ventures as of March 31, 2005
and  December 31, 2004 was $7.0 million and $6.7  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  investments  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 provide to TWMB. The following  management,  leasing and development
fees were  recognized  from  services  provided to TWMB during the quarter ended
March 31, 2005 and 2004 (in thousands):

                                                          Three months
                                                         Ended March 31,
                                                       2005           2004
 ---------------------------------- ------------ ------------ ----------------
 Fee:
    Management                                          $ 78           $ 68
    Leasing                                                5             61
    Development                                           --              5
 ---------------------------------- ------------ ------------ ----------------
 Total Fees                                             $ 83           $134
 ---------------------------------- ------------ ------------ ----------------

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

TWMB Associates, LLC

During March 2005, TWMB  Associates,  LLC ("TWMB"),  a joint venture in which we
have a 50% ownership interest, entered into an interest rate swap agreement with
Bank of America for a notional amount of $35 million for five years.  Under this
agreement,  TWMB  receives  a floating  interest  rate based on the 30 day LIBOR
index and pays a fixed interest rate of 4.59%. This swap effectively changes the
payment of interest on $35 million of variable  rate mortgage debt to fixed rate
debt for the contract period at a rate of 5.99%.

In April 2005,  TWMB obtained  permanent  financing to replace the  construction
loan debt that was utilized to build the outlet  center in Myrtle  Beach,  South
Carolina. The new mortgage amount is $35.8 million with a rate of LIBOR + 1.40%.
The note is for a term of five years with  payments of interest  only.  In April
2010, TWMB has the option to extend the maturity date of the loan two more years
until  2012.  All  debt  incurred  by  this  unconsolidated   joint  venture  is
collateralized by its property.


                                       7
<PAGE>
Deer Park Enterprise, LLC

In October 2003,  Deer Park  Enterprise,  LLC ("Deer Park"),  a joint venture in
which we have a one-third  ownership  interest,  entered  into a  sale-leaseback
transaction  for the  location on which it  ultimately  will  develop a shopping
center that will  contain  both outlet and big box retail  tenants in Deer Park,
New York.  The agreement  consisted of the sale of the property to Deer Park for
$29 million  which was being leased back to the seller under an operating  lease
agreement.  In November  2004,  the tenant gave notice  (within the terms of the
lease) that they intended to, and  subsequently  did, vacate the facility in May
2005. Annual rents received from the tenant were $3.4 million.  During the first
quarter  of 2005,  we made an  equity  contribution  of  $600,000  to Deer  Park
Enterprise,   LLC  ("Deer  Park").   Both  of  the  other  members  made  equity
contributions equal to ours during the quarter.

Tanger Wisconsin Dells, LLC

In March 2005, we established Tanger Wisconsin Dells, LLC ("Wisconsin Dells"), a
joint  venture  in  which  we have a 50%  ownership  interest  with  Tall  Pines
Development of Wisconsin Dells,  LLC ("Tall Pines") as our venture  partner,  to
construct and operate a Tanger Outlet center in Wisconsin Dells,  Wisconsin.  As
of March 31, 2005, no capital  contributions  had been made by either member. We
have begun the early  development  and leasing of the site. We currently  expect
the center to be approximately 250,000 square feet upon total build out with the
initial phase scheduled to open in 2006.


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


                                                   As of
Summary Balance Sheets                           March 31,          As of
 - Unconsolidated Joint Ventures:                   2005      December 31, 2004
--------------------------------------------- -------------- ------------------
Assets:
    Investment properties at cost, net              $67,399            $69,865
    Cash and cash equivalents                         4,319              2,449
    Deferred charges, net                             1,305              1,973
    Other assets                                      3,869              2,826
--------------------------------------------- -------------- ------------------
        Total assets                                $76,892            $77,113
--------------------------------------------- -------------- ------------------
Liabilities and Owners' Equity:
    Mortgages payable                               $60,254            $59,708
    Construction trade payables                         426                578
    Accounts payable and other liabilities              828                702
--------------------------------------------- -------------- ------------------
        Total liabilities                            61,508             60,988
    Owners' equity                                   15,384             16,125
--------------------------------------------- -------------- ------------------
        Total liabilities and owners' equity        $76,892            $77,113
--------------------------------------------- -------------- ------------------


                                       8
<PAGE>
 Summary Statement of Operations                        Three months ended
  - Unconsolidated Joint Ventures:                           March 31,

                                                      2005               2004
 ------------------------------------------------------------------------------

 Revenues                                            $2,511            $ 2,075
 ----------------------------------------------------------- ------------------

 Expenses:
    Property operating                                  974                775
    General and administrative                           --                  1
    Depreciation and amortization                       767                623
 ----------------------------------------------------------- ------------------
         Total expenses                               1,741              1,399
 ----------------------------------------------------------- ------------------
 Operating income                                       770                676
 Interest expense                                       417                380
 ----------------------------------------------------------- ------------------
 Net income                                           $ 353              $ 296
 ----------------------------------------------------------- ------------------

 Tanger's share of:
 ----------------------------------------------------------- ------------------
 Net income                                           $ 191              $ 165
 Depreciation (real estate related)                   $ 369              $ 300
 ----------------------------------------------------------- ------------------


5. Disposition of Properties

In February  2005,  we completed  the sale of the outlet  center on our property
located in Seymour,  Indiana and recognized a loss of $4.7 million. Net proceeds
received  from  the sale of the  center  were  approximately  $2.0  million.  We
continue to have a  significant  interest in the property by  retaining  several
outparcels and significant  excess land. As such, the results of operations from
the property  continue to be recorded as a component  of income from  continuing
operations and the loss on sale of real estate is reflected  outside the caption
discontinued operations under the guidance of Regulation S-X 210.3-15.

Below is a summary  of the  results  of  operations  for the North  Conway,  New
Hampshire  and  Dalton,  Georgia  properties  sold  during  the second and third
quarters of 2004,  which are accounted  for under the  provisions of FAS 144 (in
thousands):

                                                          Three
                                                       Months Ended
                                                      March 31, 2004
-------------------------------------------------- --------------------
Revenues
   Base rentals                                            $ 601
   Expense reimbursements                                    262
   Other income                                                9
-------------------------------------------------- --------------------
     Total revenues                                          872
-------------------------------------------------- --------------------
Expenses:
   Property operating                                        288
   General and administrative                                  2
   Depreciation and amortization                             218
-------------------------------------------------- --------------------
       Total expenses                                        508
-------------------------------------------------- --------------------
Discontinued operations                                    $ 364
-------------------------------------------------- --------------------


                                       9
<PAGE>
6. Other Comprehensive Income - Derivative Financial Instruments

During the first  quarter of 2005,  TWMB  entered  into an  interest  rate swap.
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, 2005, our portion
of the fair value of TWMB's  hedge is recorded as a reduction to  investment  in
joint ventures of approximately $88,000.

                                                            Three Months Ended
                                                                March 31,
                                                           2005          2004
--------------------------------------------------- -------------- ------------

Net income (loss)                                       $ (3,574)       $1,242
--------------------------------------------------- -------------- ------------
Other comprehensive income (loss):
     Change in fair value of our portion of
         TWMB cash flow hedge                                (88)           26
--------------------------------------------------- -------------- ------------
         Other comprehensive income (loss)                   (88)           26
--------------------------------------------------- -------------- ------------
Total comprehensive income (loss)                       $ (3,662)      $ 1,268
--------------------------------------------------- -------------- ------------

7. Earnings Per Unit

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

                                                              Three Months Ended
                                                                   March 31,
                                                              2005       2004
------------------------------------------------------- ------------ ----------
Numerator:
   Income from continuing operations
     - basic and diluted                                   $ 1,116      $ 878
   Loss on sale of real estate                              (4,690)       ---
------------------------------------------------------- ------------ ---------
     Adjusted income (loss) from continuing operations      (3,574)       878
   Discontinued operations                                     ---        364
------------------------------------------------------- ------------ ---------
   Net income (loss) - basic and diluted                  $ (3,574)    $1,242
------------------------------------------------------- ------------ ---------
Denominator:
   Basic weighted average common units                       16,685     16,370
   Effect of outstanding unit options                            77        130
   Effect of unvested restricted common share awards             16        ---
------------------------------------------------------- ------------ ----------
   Diluted weighted average common units                     16,778     16,500
------------------------------------------------------- ------------ ----------

Basic earnings per common unit:
   Income (loss) from continuing operations              $  (.21)      $  .06
   Discontinued operations                                   ---          .02
------------------------------------------------------- ------------ ----------
   Net income (loss)                                     $  (.21)      $  .08
------------------------------------------------------- ------------ ----------

Diluted earnings per common unit:
   Income (loss) from continuing operations              $  (.21)      $  .06
   Discontinued operations                                    ---         .02
------------------------------------------------------- ------------ ----------
   Net income (loss)                                     $  (.21)      $  .08
------------------------------------------------------- ------------ ----------


                                       10
<PAGE>
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.
There were no options  excluded  from the  computation  of diluted  earnings per
share for either period.

At March  31,  2005 and  December  31,  2004,  the  ownership  interests  of the
Operating Partnership consisted of the following:


                                                      2005           2004
--------------------------------------------- -------------- --------------
    Common units:
      General partner                               150,000        150,000
      Limited partners                           16,689,013     16,604,813
--------------------------------------------- -------------- --------------
         Total                                   16,839,013     16,754,813
--------------------------------------------- -------------- --------------

8. Deferred Compensation

In March 2005, the Company's Board of Directors approved the grant of 138,000 of
the Company's restricted common shares to the independent  directors and certain
employees  of the  Operating  Partnership.  As a result of the  granting  of the
Company's   restricted   common  shares,   we  recorded  a  charge  to  deferred
compensation of $3.1 million in the partners' equity section of the consolidated
balance sheet.  Compensation expense related to the amortization of the deferred
compensation  amount is being recognized in accordance with the vesting schedule
of the restricted  shares. The independent  directors'  restricted common shares
vest ratably over a three year period.  The restricted  common shares granted to
the Operating  Partnership's  employees vest over a five year period with 50% of
the  award  vesting  ratably  over  that  period  and 50%  vesting  based on the
attainment of certain performance criteria.

9. Non-Cash Investing and Financing Activities

We purchase  capital  equipment  and incur costs  relating  to  construction  of
facilities,  including tenant  finishing  allowances.  Expenditures  included in
construction  trade  payables  as of March 31,  2005 and 2004  amounted  to $9.8
million  and $5.8  million,  respectively.  We  recognized  charges to  deferred
compensation  related to the issuance of the Company's  restricted common shares
in the 2005 period of $3.1 million.  Also on March 1, 2005, the Company's  Board
of Directors  declared a $.6450 cash distribution per common unit payable on May
16, 2005 to each unitholder of record on April 29, 2005.  Since the distribution
was  declared  prior to the quarter end date,  we recorded the  distribution  of
$10.9 million in accounts payable and accrued expenses as of March 31, 2005.

10. Subsequent Events

On April 10, 2005 we paid in full at maturity a $13.7  million,  9.77%  mortgage
with New York Life with amounts  available  under our unsecured lines of credit.
The collateral securing the mortgage, our Lancaster,  Pennsylvania property, was
released upon satisfaction of the loan.


                                       11
<PAGE>
Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations.

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

The  discussion  of  our  results  of  operations  reported  in  the  unaudited,
consolidated  statements of operations compares the three months ended March 31,
2005 with the three months ended March 31, 2004. 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;

                                       12
<PAGE>

-    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;

-    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 we incur a material,  uninsurable loss of our capital investment
     and anticipated  profits from one of our properties,  such as those results
     from wars, earthquakes or hurricanes;

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

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

-    business disruptions;

-    the ability to attract and retain qualified personnel;

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

-    retention of earnings.

General Overview

At March 31, 2005, we had ownership interests in or management  responsibilities
for 33 centers in 22 states  totaling  8.7 million  square  feet  compared to 40
centers in 23 states  totaling 9.3 million  square feet at March 31,  2004.  The
activity in our  portfolio  of  properties  since  March 31, 2004 is  summarized
below:



<TABLE>
<CAPTION>

                                                                                  No. of      GLA
                                                                                 Centers    (000's)      States
--------------------------------------------------------------------- ------ ------------ ----------- ------------
<S>         <C> <C>                                                                  <C>      <C>             <C>
As of March 31, 2004                                                                 40       9,333           23
     Acquisitions/Expansions:
         Myrtle Beach Hwy 17, South Carolina -                                      ---          78          ---
              (unconsolidated joint venture)
     Dispositions:
         North Conway, New Hampshire (wholly-owned)                                  (2)        (62)         ---
         Dalton, Georgia (wholly-owned)                                              (1)       (173)         ---
         Vero Beach, Florida (managed)                                               (1)       (329)         ---
         Seymour, Indiana (wholly-owned)                                             (1)       (141)          (1)
         North Conway, New Hampshire (managed)                                       (2)        (40)         ---
         Other                                                                       ---         (3)         ---
--------------------------------------------------------------------- ------ ------------ ----------- ------------
As of March 31, 2005                                                                 33       8,663           22
--------------------------------------------------------------------- ------ ------------ ----------- ------------
</TABLE>

                                       13
<PAGE>
A summary of the operating results for the three months ended March 31, 2005 and
2004 is presented in the following table,  expressed in amounts  calculated on a
weighted average GLA basis.
<TABLE>
<CAPTION>

                                                                             Three Months Ended
                                                                                   March 31,
                                                                           2005            2004
--------------------------------------------------------------------- ----------- ----------------
GLA at end of period (000's)
<S>                                                                        <C>              <C>
   Wholly owned                                                            4,925            5,302
   Partially owned (consolidated) (1)                                      3,271            3,273
   Partially owned (unconsolidated) (2)                                      402              324
   Managed                                                                    65              434
--------------------------------------------------------------------- ----------- ----------------
Total GLA at end of period (000's)                                         8,663            9,333
Weighted average GLA (000's) (1) (3)                                       8,281            8,339
Occupancy percentage at end of period (4)                                    95%              94%
Per square foot for wholly owned and partially owned (consolidated) properties
--------------------------------------------------------------------- ----------- ----------------
Revenues
   Base rentals                                                           $ 3.85           $ 3.77
   Percentage rentals                                                        .11              .09
   Expense reimbursements                                                   1.73             1.43
   Other income                                                              .11              .10
--------------------------------------------------------------------- ----------- ----------------
     Total revenues                                                         5.80             5.39
--------------------------------------------------------------------- ----------- ----------------
Expenses
   Property operating                                                       1.96             1.61
   General and administrative                                                .37              .38
   Depreciation and amortization                                            1.56             1.46
--------------------------------------------------------------------- ----------- ----------------
     Total expenses                                                         3.89             3.45
--------------------------------------------------------------------- ----------- ----------------
Operating income                                                            1.91             1.94
   Interest expense                                                          .99             1.06
--------------------------------------------------------------------- ----------- ----------------
Income before equity in earnings of unconsolidated
  joint ventures, minority interest, discontinued
  operations and loss on sale of real estate                              $  .92            $ .88
--------------------------------------------------------------------- ----------- ----------------
</TABLE>

(1) Represents  properties that are currently held through a consolidated  joint
venture in which we own a one-third interest.
(2) Represents  property that is currently held through an unconsolidated  joint
venture in which we own a 50% interest.
(3) Represents GLA of wholly-owned  and partially owned  consolidated  operating
properties weighted by months of operation. GLA is not adjusted for fluctuations
in occupancy that may occur  subsequent to the original  opening date.  Excludes
GLA  of  properties  for  which  their  results  are  included  in  discontinued
operations.
(4) Represents occupancy only at centers in which we have an ownership interest.


                                       14
<PAGE>
The table set forth below  summarizes  certain  information  with respect to our
existing centers in which we have an ownership interest as of March 31, 2005.




                                                     GLA            %
                    Location                        (sq. ft.)   Occupied
   ------------------------------------------- -----------------------------
   Riverhead, NY (1)                                  729,378      99
   Rehoboth, DE (1) (2)                               568,873      99
   Foley, AL (2)                                      535,514      95
   San Marcos, TX                                     442,510      98
   Myrtle Beach Hwy 501, SC (2)                       427,388      92
   Sevierville, TN (1)                                419,038      99
   Myrtle Beach Hwy 17, SC (1) (3)                    401,992      97
   Hilton Head, SC (2)                                393,094      89
   Commerce II, GA                                    342,556      96
   Howell, MI                                         324,631      96
   Park City, UT (2)                                  300,602      98
   Westbrook, CT (2)                                  291,051      92
   Branson, MO                                        277,883     100
   Williamsburg, IA                                   277,230      96
   Lincoln City, OR (2)                               270,280      91
   Tuscola, IL (2)                                    256,514      75
   Lancaster, PA                                      255,152      99
   Locust Grove, GA                                   247,454      97
   Gonzales, LA                                       245,199     100
   Tilton, NH (2)                                     227,998      91
   Fort Meyers, FL                                    198,924      92
   Commerce I, GA                                     185,750      76
   Terrell, TX                                        177,490     100
   North Branch, MN                                   134,480      98
   West Branch, MI                                    112,420      98
   Barstow, CA                                        108,950     100
   Blowing Rock, NC                                   105,332     100
   Pigeon Forge, TN (1)                                94,694      93
   Nags Head, NC                                       82,178     100
   Boaz, AL                                            79,575      95
   Kittery I, ME                                       59,694     100
   Kittery II, ME                                      24,619     100
   ------------------------------------------- ----------------------------
                                                    8,598,443      95
   ------------------------------------------ -----------------------------

(1) These properties or a portion thereof are subject to a ground lease.
(2) Represents  properties that are currently held through a consolidated  joint
venture in which we own a one-third interest.
(3) Represents  property that is currently held through an unconsolidated  joint
venture in which we own a 50% interest.

                                       15
<PAGE>
The table set forth below  summarizes  certain  information as of March 31, 2005
related to GLA and debt with respect to our existing centers in which we have an
ownership interest and which serve as collateral for existing mortgage loans.

<TABLE>
<CAPTION>

                                                    Mortgage Debt
                                                    (000's) as of
                                         GLA           March 31,       Interest     Maturity
Location                              (sq. ft.)          2005            Rate         Date
--------------------------- ------------------- -------------------- ----------- ---------------
<S>                                    <C>                  <C>          <C>          <C>  <C>
Lancaster, PA                          255,152              $13,709      9.770%       4/10/2005

Commerce I, GA                         185,750                7,153      9.125%       9/10/2005

Williamsburg, IA                       277,230
San Marcos I, TX                       221,073
West Branch, MI                        112,420
Kittery I, ME                           59,694
--------------------------- ------------------- -------------------- ----------- ---------------
                                       670,417               60,073      7.875%       4/01/2009

San Marcos II, TX                      221,437               18,350      7.980%       4/01/2009

Blowing Rock, NC                       105,332                9,326      8.860%       9/01/2010

Nags Head, NC                           82,178                6,329      8.860%       9/01/2010

Rehoboth  Beach, DE                    568,873
Foley, AL                              535,514
Myrtle Beach Hwy 501, SC               427,388
Hilton Head, SC                        393,094
Park City, UT                          300,602
Westbrook, CT                          291,051
Lincoln City, OR                       270,280
Tuscola, IL                            256,514
Tilton, NH                             227,998
--------------------------- ------------------- -------------------- ----------- ---------------
                                     3,271,314              182,485      6.590%       7/10/2008
Debt premium                                                  8,558
----------------------------------------------- -------------------- ----------- ---------------
Totals                               4,791,580             $305,983
=============================================== ==================== =========== ===============

</TABLE>
                                        16
<PAGE>
RESULTS OF OPERATIONS

Comparison  of the three  months  ended March 31, 2005 to the three months ended
March 31, 2004

Base rentals increased $401,000,  or 1%, in the 2005 period when compared to the
same period in 2004. The increase is primarily due to an increase in the overall
occupancy rate and increasing  rental rates on renewals.  Base rent per weighted
average GLA  increased by $.08 per square foot from $3.77 per square foot in the
2004 period to $3.85 per square foot in the 2005 period.  The overall  portfolio
occupancy at March 31, 2005  increased 1% compared to March 31, 2004 from 94% to
95%,  while the  average  increase in base rental  rates on lease  renewals  and
re-tenanting of vacant space during calendar year 2004 was 5.5%.

Percentage  rentals,  which represent revenues based on a percentage of tenants'
sales volume above predetermined  levels (the "breakpoint"),  increased $175,000
or 25%, and on a weighted  average GLA basis,  increased $.02 per square foot in
2005  compared  to  2004.  The  percentage  rents  in 2004  were  reduced  by an
allocation to the previous owner of the COROC portfolio for their pro-rata share
of percentage  rents  associated with tenants whose sales lease year began prior
to December 19, 2003, the date of COROC's acquisition of the portfolio. Reported
same-space  sales per square foot for the rolling  twelve months ended March 31,
2005 were $315 per square foot.  This  represents a 3% increase  compared to the
same period in 2004.  Same-space  sales is defined as the weighted average sales
per square foot reported in space open for the full duration of each  comparison
period.

Expense reimbursements, which represent the contractual recovery from tenants of
certain  common  area  maintenance,   insurance,   property  tax,   promotional,
advertising and management expenses generally  fluctuates  consistently with the
reimbursable   property  operating   expenses  to  which  it  relates.   Expense
reimbursements,  expressed as a percentage of property operating expenses,  were
88% and 89% in the 2005 and 2004 periods, respectively.

Other  income  increased  $97,000,  or 11%,  in 2005  compared  to 2004 and on a
weighted  average GLA basis,  increased  $.01 per square foot from $.10 to $.11.
The overall  increase is due primarily to increases in vending  income offset by
decreases in fees from management activities.  We have had a decrease of 369,000
square feet of GLA that we manage from the 2004 period to the 2005 period.

Property  operating  expenses  increased  by $2.8  million,  or 21%, in the 2005
period as compared  to the 2004  period  and,  on a weighted  average GLA basis,
increased  $.35 per  square  foot  from  $1.61 to  $1.96.  The  increase  is due
primarily to higher  advertising  and marketing  expenses as the Easter  holiday
occurred in the first quarter in 2005 versus the second  quarter in 2004.  Also,
we experienced much higher snow removal costs in our northeastern  properties in
2005 versus 2004.

General  and  administrative  expenses  decreased  $113,000,  or 4%, in the 2005
period as compared to the 2004 period.  The decrease is primarily due to reduced
travel expenses in 2005 offset by an increase in compensation expense related to
employee unit options and restricted shares issued in the second quarter of 2004
and accounted for under SFAS 123. As a percentage of total revenues, general and
administrative  expenses  decreased  from 7% in the 2004 to 6% in 2005 and, on a
weighted  average  GLA basis,  decreased  from $.38 per square  foot in the 2004
period to $.37 per square foot in the 2005 period.


                                       17
<PAGE>
Interest expense decreased  $636,000,  or 7%, during the 2005 period as compared
to 2004 period due primarily to the decrease in overall debt  outstanding in the
2005 period versus the 2004 period.  Outstanding  debt has been reduced  through
proceeds from property sales during 2004 and 2005 and proceeds from the exercise
of employee unit options.

Depreciation  and amortization per weighted average GLA increased from $1.46 per
square foot in the 2004 period to $1.56 per square foot in the 2005 period. This
was due principally to the accelerated  depreciation and amortization of certain
assets in the acquisition of the COROC properties in December 2003 accounted for
under SFAS 141 "Business  Combinations"  ("FAS 141") for tenants that terminated
their leases during the 2005 period.

During  the  first  quarter  of 2005 we sold our  center  in  Seymour,  Indiana.
However, under the provisions of FAS 144, the sale did not qualify for treatment
as  discontinued  operations.  During the second and third  quarters of 2004, we
sold  properties  in North Conway,  New  Hampshire and Dalton,  Georgia that did
qualify for treatment as  discontinued  operations  based on the guidance of FAS
144. For these  properties,  the results of operations from the first quarter of
2004 are recorded in discontinued operations.

We  recorded a loss on sale of real  estate of $4.7  million for the sale of the
outlet center at our property in Seymour, Indiana in February 2005. Net proceeds
received for the center were $2.0 million.

LIQUIDITY AND CAPITAL RESOURCES

Net cash  provided by operating  activities  was $17.8 million and $20.4 million
for the three months ended March 31, 2005 and 2004,  respectively.  The decrease
in cash  provided by  operating  activities  is due  primarily  to a decrease in
accounts payable and accrued  expenses during the 2005 period.  Net cash used in
investing  activities  was $5.6 million and $2.8 million  during the first three
months of 2005 and 2004,  respectively.  The increase was due  primarily to cash
used in the 2005 period for the  expansion at our Locust Grove,  Georgia  center
and significant  tenant allowances paid, offset by the proceeds from the sale of
our center in Seymour,  Indiana.  Net cash used in financing activities was $9.8
million  and  $16.8  million  during  the first  three  months of 2005 and 2004,
respectively. Cash used was lower in 2005 due to a change of $25 million in cash
provided by net proceeds from debt from 2004 to 2005,  offset by the issuance of
690,000 of the  Company's  common  shares for net  proceeds of $13.2  million in
2004,  which were  contributed  to the  Operating  Partnership  in exchange  for
345,000 limited partnership units.

Developments, Dispositions and Joint Ventures

Any  developments or expansions that we, or a joint venture that we are involved
in, have planned or anticipated may not be started or completed as scheduled, or
may not result in accretive net income or funds from operations. In addition, we
regularly evaluate acquisition or disposition  proposals and engage from time to
time in negotiations for acquisitions or 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,  many
not result in an increase in net income or funds from operations.


                                       18
<PAGE>
DEVELOPMENTS

We are  currently  underway  with  the  construction  of a  46,400  square  foot
expansion at our center located in Locust Grove,  Georgia. The estimated cost of
the  expansion is $6.6  million.  We currently  expect to complete the expansion
with  stores  commencing  operations  during  the summer of 2005.  Tenants  will
include  Polo/Ralph  Lauren,  Sketchers,   Children's  Place  and  others.  Upon
completion of the  expansion,  our Locust Grove center will total  approximately
294,000 square feet.

We have an option to  purchase  land and have  begun the early  development  and
leasing  of  a  site  located   approximately  30  miles  south  of  Pittsburgh,
Pennsylvania.  We currently expect the center to be approximately 420,000 square
feet upon total build out with the initial phase scheduled to open in 2007.

We have an option to  purchase  land and have  begun the early  development  and
leasing of a site located near Charleston,  South Carolina.  We currently expect
the center to be approximately 350,000 square feet upon total build out with the
initial phase scheduled to open in 2006.

DISPOSITIONS

In February  2005,  we completed  the sale of the outlet  center on our property
located in Seymour,  Indiana.  Net proceeds received from the sale of the center
were  approximately  $2.0 million.  We recorded a loss on sale of real estate of
$4.7 million during the first quarter of 2005. We continue to have a significant
interest in the property by retaining several  outparcels and significant excess
land.  Management is considering various  alternatives,  including the potential
sale of the remaining property.

JOINT VENTURES

TWMB Associates, LLC

During March 2005, TWMB  Associates,  LLC ("TWMB"),  a joint venture in which we
have a 50% ownership interest, entered into an interest rate swap agreement with
Bank of America for a notional amount of $35 million for five years.  Under this
agreement,  TWMB  receives  a floating  interest  rate based on the 30 day LIBOR
index and pays a fixed interest rate of 4.59%. This swap effectively changes the
payment of interest on $35 million of variable  rate mortgage debt to fixed rate
debt for the contract period at a rate of 5.99%.

In April 2005,  TWMB obtained  permanent  financing to replace the  construction
loan debt that was utilized to build the outlet  center in Myrtle  Beach,  South
Carolina. The new mortgage amount is $35.8 million with a rate of LIBOR + 1.40%.
The note is for a term of five years with  payments of interest  only.  In April
2010, TWMB has the option to extend the maturity date of the loan two more years
until  2012.  All  debt  incurred  by  this  unconsolidated   joint  venture  is
collateralized by its property.

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

                                       19
<PAGE>
Deer Park Enterprise, LLC

In October 2003,  Deer Park  Enterprise,  LLC ("Deer Park"),  a joint venture in
which we have a one-third  ownership  interest,  entered  into a  sale-leaseback
transaction  for the  location on which it  ultimately  will  develop a shopping
center that will  contain  both outlet and big box retail  tenants in Deer Park,
New York.  The agreement  consisted of the sale of the property to Deer Park for
$29 million  which was being leased back to the seller under an operating  lease
agreement.  In November  2004,  the tenant gave notice  (within the terms of the
lease) that they intended to, and  subsequently  did, vacate the facility in May
2005. Annual rents received from the tenant were $3.4 million.  During the first
quarter  of 2005,  we made an  equity  contribution  of  $600,000  to Deer  Park
Enterprise,   LLC  ("Deer  Park").   Both  of  the  other  members  made  equity
contributions equal to ours during the quarter.

Tanger Wisconsin Dells, LLC

In March 2005, we established Tanger Wisconsin Dells, LLC ("Wisconsin Dells"), a
joint  venture  in  which  we have a 50%  ownership  interest  with  Tall  Pines
Development of Wisconsin  Dells,  LLC ("Tall Pines) as our venture  partner,  to
construct and operate a Tanger Outlet center in Wisconsin Dells,  Wisconsin.  As
of March 31, 2005, no capital  contributions  had been made by either member. We
have begun the early  development  and leasing of the site. We currently  expect
the center to be approximately 250,000 square feet upon total build out with the
initial phase scheduled to open in 2006.

Financing Arrangements

At  March  31,  2005,  approximately  39% of  our  outstanding  long-term  debt,
excluding debt premium,  represented  unsecured borrowings and approximately 41%
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, 2005 and 2004 was 7.37% and
7.30%, respectively.

Together with the Company,  we intend to retain the ability to raise  additional
capital,  including  public  debt or  equity,  to pursue  attractive  investment
opportunities that may arise and to otherwise act in a manner that we believe to
be in our  unitholders'  best  interests.  Prior to the  Company's  common share
offerings in 2002,  2003 and 2004, we had  established a shelf  registration  to
allow us to issue up to $400  million  in either  all debt or all  equity of the
Company or any  combination  thereof.  We intend to restock this shelf up to its
$400  million  level  during 2005.  To generate  capital to reinvest  into other
attractive investment opportunities,  we may also consider the use of additional
operational and developmental joint ventures, selling certain properties that do
not meet our  long-term  investment  criteria as well as  outparcels on existing
properties.

We maintain  unsecured,  revolving  lines of credit that  provided for unsecured
borrowings  of up to $125 million at March 31, 2005.  All of our lines of credit
have  maturity  dates of June 30, 2007.  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 2005.


                                       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 order for the Company to maintain its status in accordance with
Real Estate  Investment  Trust ("REIT")  requirements in both the short and long
term.  Although  we receive  most of our  rental  payments  on a monthly  basis,
distributions  to unitholders  are made  quarterly and interest  payments on the
senior,  unsecured notes are made  semi-annually.  Amounts  accumulated for such
payments will be used in the interim to reduce the outstanding  borrowings under
the  existing  lines of credit or invested in  short-term  money market or other
suitable instruments.

On March 1, 2005,  the  Company's  Board of  Directors  declared  a $.6450  cash
distribution  per common  unit  payable on May 16,  2005 to each  unitholder  of
record on April 29, 2005.

Off-Balance Sheet Arrangements

As of April 2005, upon attaining permanent  financing,  we are no longer a party
to a joint and several  guarantee  with  respect to the original  $36.2  million
construction  loan of the TWMB  property.  We are a party to a joint and several
guarantee  with respect to the $19 million loan obtained by Deer Park related to
its potential site in Deer Park, New York.

Critical Accounting Policies and Estimates

Refer to our 2004 Annual  Report on Form 10-K for a  discussion  of our critical
accounting  policies which include  principles of consolidation,  acquisition of
real estate,  cost  capitalization,  impairment of long-lived assets and revenue
recognition. There have been no material changes to these policies in 2005.

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  2005,  we  have  approximately  1,821,000  square  feet,  or  21% of our
portfolio,  coming up for renewal.  If we were unable to  successfully  renew or
re-lease a significant  amount of this space on favorable  economic  terms,  the
loss in rent could have a material adverse effect on our results of operations.


                                       21
<PAGE>

As of March 31, 2005, we have renewed  approximately 739,000 square feet, or 41%
of the square  feet  scheduled  to expire in 2005.  The  existing  tenants  have
renewed at an average base rental rate approximately 9% higher than the expiring
rate.  We also  re-tenanted  approximately  205,000  square feet of vacant space
during the first three  months of 2005 at an 4%  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 6.2% of our
combined base and  percentage  rental  revenues for the three months ended March
31,  2005.  Accordingly,  we do not expect any  material  adverse  impact on our
results  of  operations  and  financial  condition  as a result  of leases to be
renewed or stores to be re-leased.

As of  March  31,  2005  and  2004,  our  centers  were  95% and  94%  occupied,
respectively.   Consistent  with  our  long-term  strategy  of  re-merchandising
centers,  we will  continue  to hold space off the market  until an  appropriate
tenant is  identified.  While we  believe  this  strategy  will add value to our
centers in the long-term,  it may reduce our average occupancy rates in the near
term.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

We negotiate  long-term fixed rate debt instruments and enter into interest rate
swap  agreements  to manage our  exposure to interest  rate  changes.  The swaps
involve the exchange of fixed and variable  interest  rate  payments  based on a
contractual  principal  amount and time  period.  Payments  or  receipts  on the
agreements are recorded as adjustments to interest  expense.  At March 31, 2005,
TWMB had an interest  rate swap  agreement  effective  through March 2010 with a
notional amount of $35 million.  Under this agreement,  TWMB receives a floating
interest rate based on the 30 day LIBOR index and pays a fixed  interest rate of
4.59%.  This swap effectively  changes the payment of interest on $35 million of
variable rate  construction debt to fixed rate debt for the contract period at a
rate of 5.99%.

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,
2005, TWMB would have paid approximately  $176,000 to terminate the agreement. A
1% decrease in the 30 day LIBOR index would  increase the amount paid by TWMB by
$160,000 to  approximately  $336,000.  The fair value is based on dealer quotes,
considering current interest rates and remaining term to maturity. TWMB does not
intend to terminate the interest rate swap agreement prior to its maturity.  The
fair value of this  derivative  is  currently  recorded as a liability in TWMB's
balance sheet; however, if held to maturity,  the value of the swap will be zero
at that time.

The fair market value of long-term fixed interest rate debt is subject to market
risk. Generally, the fair market value of fixed interest rate debt will increase
as interest  rates fall and decrease as interest  rates rise. The estimated fair
value of our total  long-term  debt at March 31, 2005 was $511.4 million and its
recorded value was $492.9 million. A 1% increase from prevailing  interest rates
at March 31, 2005 would  result in a decrease  in fair value of total  long-term
debt by  approximately  $12.3 million.  Fair values were  determined from quoted
market prices, where available,  using current interest rates considering credit
ratings and the remaining terms to maturity.

                                       22
<PAGE>
Item 4. Controls and Procedures

The Chief  Executive  Officer,  Stanley K. Tanger,  and  Treasurer and Assistant
Secretary,  Frank  C.  Marchisello,  Jr.,  evaluated  the  effectiveness  of the
registrant's  disclosure  controls and procedures on March 31, 2005  (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.




                                       23
<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

     10.8   Amended and Restated Employment Agreement of Wilard A. Chafin.

     10.18  Form of Restricted Share  Agreement  between the Company and certain
            Officers.

     10.19  Form of Restricted  Share Agreement  between the Company and certain
            Officers with certain performance criteria vesting.

     10.20  Form of Restricted  Share Agreement  between the Company and certain
            Directors.

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

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

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

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

(b) Reports on Form 8-K

            None




                                       24
<PAGE>


                                   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 sole general partner

              By: /s/ Frank C. Marchisello, Jr.
                 ---------------------------------------------
              Frank C. Marchisello, Jr.
              Treasurer and Assistant Secretary of Tanger GP Trust, Sole General
              Partner of the Registrant


DATE: May 10, 2005





                                       25
<PAGE>

                                  Exhibit Index


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

10.8     Amended and Restated Employment Agreement of Willard A. Chafin.

10.18    Form of Restricted Share Agreement between the Company and certain
         Officers.

10.19    Form of Restricted Share Agreement between the Company and certain
         Officers with certain performance criteria vesting.

10.20    Form of Restricted Share Agreement between the Company and certain
         Directors.

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

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

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

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





                                       26
<PAGE>