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, 2002

                                       OR

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

                        For the transition period from to

                            Commission File 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, 2002 and 2001        3

           Balance Sheets
                As of March 31, 2002 and December 31, 2001                4

           Statements of Cash Flows
                For the three months ended March 31, 2002 and 2001        5

           Notes to Financial Statements                                  6

Item 2.  Management's Discussion and Analysis of Financial
                Condition and Results of Operations                      10



                           Part II. Other Information

Item 1.  Legal proceedings                                               19

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

Signatures                                                               20






                                       2
<PAGE>

<TABLE>
<CAPTION>

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

                                                                          Three Months Ended
                                                                              March 31,
                                                                         2002             2001
-----------------------------------------------------------------------------------------------
                                                                             (Unaudited)
REVENUES
<S>                                                                   <C>              <C>
  Base rentals                                                        $18,589          $18,278
  Percentage rentals                                                      597              351
  Expense reimbursements                                                7,449            7,571
  Other income                                                            573              520
-----------------------------------------------------------------------------------------------
       Total revenues                                                  27,208           26,720
-----------------------------------------------------------------------------------------------
EXPENSES
  Property operating                                                    8,804            8,697
  General and administrative                                            2,275            2,069
  Interest                                                              7,129            7,633
  Depreciation and amortization                                         7,173            7,211
-----------------------------------------------------------------------------------------------
       Total expenses                                                  25,381           25,610
-----------------------------------------------------------------------------------------------
Income before extraordinary item                                        1,827            1,110
Extraordinary item - Loss on early extinguishment of debt                 ---             (180)
-----------------------------------------------------------------------------------------------
Net income                                                              1,827              930
Less applicable preferred unit distributions                             (444)            (442)
-----------------------------------------------------------------------------------------------
Net income available to common unitholders                              1,383              488
Income allocated to limited partners                                   (1,364)            (481)
-----------------------------------------------------------------------------------------------
Income allocated to general partner                                       $19               $7
===============================================================================================

Basic earnings per common unit:
  Income before extraordinary item                                       $.13             $.06
  Extraordinary item                                                      ---             (.02)
-----------------------------------------------------------------------------------------------
  Net income                                                             $.13             $.04
===============================================================================================

Diluted earnings per common unit:
  Income before extraordinary item                                       $.13             $.06
  Extraordinary item                                                      ---             (.02)
-----------------------------------------------------------------------------------------------
  Net income                                                             $.13             $.04
===============================================================================================

Distributions paid per common unit                                       $.61             $.61
===============================================================================================

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,
                                                                2002            2001
-------------------------------------------------------------------------------------------
                                                            (Unaudited)
ASSETS
 Rental Property
<S>                                                               <C>              <C>
  Land                                                            $60,196          $60,158
  Buildings, improvements and fixtures                            541,010          539,108
-------------------------------------------------------------------------------------------
                                                                  601,206          599,266
  Accumulated depreciation                                       (155,614)        (148,950)
-------------------------------------------------------------------------------------------
Rental property, net                                              445,592          450,316
  Cash and cash equivalents                                           200              503
  Deferred charges, net                                            11,084           11,413
  Other assets                                                     12,029           13,847
-------------------------------------------------------------------------------------------
    Total assets                                                 $468,905         $476,079
===========================================================================================

LIABILITIES AND PARTNERS' EQUITY
Liabilities
  Debt
    Senior, unsecured notes                                      $155,609         $160,509
    Mortgages payable                                             176,176          176,736
    Lines of credit                                                27,786           20,950
-------------------------------------------------------------------------------------------
                                                                  359,571          358,195
  Construction trade payables                                       3,934            3,722
  Accounts payable and accrued expenses                            11,114           16,285
-------------------------------------------------------------------------------------------
    Total liabilities                                             374,619          378,202
-------------------------------------------------------------------------------------------
Commitments
Partners' equity
  General partner                                                   1,274            1,346
  Limited partners                                                 93,694           97,504
  Accumulated other comprehensive loss                               (682)            (973)
-------------------------------------------------------------------------------------------
     Total partners' equity                                        94,286           97,877
-------------------------------------------------------------------------------------------
      Total liabilities and partners' equity                     $468,905         $476,079
===========================================================================================

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


                                       4
<PAGE>

<TABLE>
<CAPTION>
                            STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                                                          Three Months Ended
                                                                               March 31,
                                                                       2002                2001
-------------------------------------------------------------------------------------------------
                                                                             (Unaudited)
OPERATING ACTIVITIES
<S>                                                                   <C>                   <C>
  Net income                                                          $1,827                $930
  Adjustments to reconcile net income to net cash provided by
   operating activities:
    Depreciation and amortization                                      7,173               7,211
    Amortization of deferred financing costs                             343                 633
    Loss on early extinguishment of debt                                 ---                 180
    Straight-line base rent adjustment                                    41                 104
Increase (decrease) due to changes in:
    Other assets                                                       1,614               1,608
    Accounts payable and accrued expenses                             (4,880)             (2,096)
-------------------------------------------------------------------------------------------------
      Net cash provided by operating activites                         6,118               8,570
-------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
  Additions to rental properties                                      (1,725)             (7,071)
  Additions to investments in joint ventures                             (15)                ---
  Additions to deferred lease costs                                     (437)               (700)
  Proceeds from sale of real estate                                      ---                 723
  Collections from officers                                               92                 318
-------------------------------------------------------------------------------------------------
      Net cash used in investing activities                           (2,085)             (6,730)
-------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
  Cash distributions paid                                             (7,131)             (7,095)
  Proceeds from issuance of debt                                      34,062             169,804
  Repayments of debt                                                 (32,686)           (161,362)
  Additions to deferred financing costs                                   (3)             (3,619)
  Proceeds from exercise of unit options                               1,422                 ---
-------------------------------------------------------------------------------------------------
      Net cash used in financing activities                           (4,336)             (2,272)
-------------------------------------------------------------------------------------------------
Net decrease in cash and cash equivalents                               (303)               (432)
Cash and cash equivalents, beginning of period                           503                 632
-------------------------------------------------------------------------------------------------
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 fo new
facilities,  including tenant  finishing  allowances.  Expenditures  included in
construction trade payables as of March 31, 2002 and 2001 amounted to $3,934 and
$6,853, 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, 2002
                                   (Unaudited)

1.   Business

Tanger Properties  Limited  Partnership (the "Operating  Partnership"),  a North
Carolina  limited  partnership,  develops,  owns  and  operates  factory  outlet
centers.  We  are  controlled  by  Tanger  Factory  Outlet  Centers,  Inc.  (the
"Company"),  a  fully-integrated,  self-administered,  self-managed  real estate
investment  trust  ("REIT"),  as the sole  shareholder  of our general  partner,
Tanger GP Trust.  Unless the context  indicates  otherwise,  the 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, 2001.  Certain  information
and note  disclosures  normally  included in  financial  statements  prepared in
accordance with accounting principles generally accepted in the United States of
America have been  condensed or omitted  pursuant to the Securities and Exchange
Commission's  ("SEC") rules and regulations,  although  management believes that
the disclosures are adequate to make the information presented not misleading.

Investments  in  real  estate  joint  ventures  that  represent  non-controlling
ownership  interests are  accounted  for using the equity method of  accounting.
These investments are recorded  initially at cost and subsequently  adjusted for
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 and our equity in the venture's income (loss) is included in other income
in our Statements of Operations.

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.

3.   Development of Rental Properties

During the first  quarter of 2002,  we did not open any square feet of expansion
space.  However,  currently  through our joint  venture,  TWMB  Associates,  LLC
("TWMB")  with  Rosen-Warren  Myrtle  Beach LLC  ("Rosen-Warren"),  we continued
construction  on the first  phase of our new 400,000  square foot Tanger  Outlet
Center in Myrtle Beach, South Carolina.  Stores in the 260,000 square foot first
phase are expected to begin opening in July of 2002.

Interest costs capitalized during the three months ended March 31, 2002 and 2001
amounted to $79,000 and $371,000, respectively. The interest capitalized in 2002
relates to the on going construction of TWMB's Myrtle Beach, SC center.


                                       6
<PAGE>


4.   Investments in Real Estate Joint Ventures

Effective  August 7, 2000, we announced the formation of a joint venture with C.
Randy Warren Jr.,  former Senior Vice  President of Leasing of the Company.  The
new entity,  Tanger-Warren  Development,  LLC  ("Tanger-Warren"),  was formed to
identify,  acquire  and  develop  sites  exclusively  for us.  We  agreed  to be
co-managers  of  Tanger-Warren,  each with 50%  ownership  interest in the joint
venture and any entities formed with respect to a specific project.  As of March
31, 2002, our investment in Tanger-Warren  amounted to approximately  $9,000 and
the  impact  of this  joint  venture  on our  results  of  operations  has  been
insignificant.

In September  2001, we  established a joint venture,  TWMB,  with respect to our
Myrtle Beach, South Carolina project with Rosen-Warren. Rosen-Warren and we each
own 50% of TWMB.  Also, in September 2001 TWMB began  construction  on the first
phase of a new 400,000 square foot Tanger Outlet Center in Myrtle Beach, SC. The
first phase totals approximately  260,000 square feet and includes over 50 brand
name outlet tenants.  In conjunction  with the beginning of  construction,  TWMB
closed  on a  construction  loan in the  amount  of $36.2  million  with Bank of
America,  NA (Agent) and SouthTrust  Bank, the proceeds of which will be used to
develop the Tanger Outlet Center in Myrtle Beach,  SC. As of March 31, 2002, the
construction  loan  had an $8.3  million  balance.  All  debt  incurred  by this
unconsolidated  joint  venture is secured by its  property  as well as joint and
several guarantees by us and by our respective venture partner.

We receive  fees from TWMB for our  respective  development,  leasing  and other
services and, upon the opening of phase one of the Myrtle Beach  property,  will
receive   on-going  asset   management   fees.  Since  this  project  was  under
construction during the quarter, the impact of this joint venture to our results
of operations was insignificant.

At March 31, 2002, our investment in unconsolidated  real estate joint ventures,
of which we own 50%, was $4.2 million.  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 and equity in the  venture's  income  (loss) is  included in other
income.  Our  investment in real estate joint  ventures is reduced by 50% of the
profits earned for services we provided to the joint ventures.

Summary unaudited  financial  information of joint ventures  accounted for using
the equity  method as of March 31, 2002 and  December 31, 2001 is as follows (in
thousands):
<TABLE>
<CAPTION>

                                                       2002           2001
---------------------------------------------- -------------- --------------
Assets:
<S>                                                  <C>             <C>
    Investment properties at cost, net               $18,445         $7,348
    Cash and cash equivalents                             57            136
    Other assets                                       2,260          2,199
---------------------------------------------- -------------- --------------
    Total assets                                     $20,762         $9,683
============================================== ============== ==============
Liabilities and Owners' Equity

    Debt                                             $ 8,345          $  10
    Accounts payable and other liabilities             3,713          1,030
---------------------------------------------- -------------- --------------
    Total liabilities                                 12,058          1,040
    Owners' equity                                     8,704          8,643
---------------------------------------------- -------------- --------------
    Total liabilities and owners' equity             $20,762         $9,683
============================================== ============== ==============
</TABLE>

                                       7
<PAGE>


5.   Other Comprehensive Income - Derivative Financial Instruments

Effective  January  1,  2001,  we  adopted  Statement  of  Financial  Accounting
Standards  No.  133,   "Accounting   for  Derivative   Instruments  and  Hedging
Activities",  as amended by FAS 137 and FAS 138  (collectively,  "FAS 133").  In
accordance  with the provisions of FAS 133, our interest rate swap agreement has
been designated as a cash flow hedge and is carried on the balance sheet at fair
value. At March 31, 2002, the fair value of the hedge is recorded as a liability
of $682,000.  For the three months ended March 31, 2002,  the change in the fair
value  of  the  derivative  instrument  was  recorded  as  a  $291,000  gain  to
accumulated other comprehensive income.

Total comprehensive income for the three months ended March 31, 2002 and 2001 is
as follows (in thousands):

                                                              2002     2001
--------------------------------------------------------- -------- --------
Net income                                                  $1,827   $ 930
    Other comprehensive income:
       Cumulative effect adjustment of FAS 133 adoption       ---     (300)
       Reclassification  to  earnings  on  termination        ---      147
       of cash flow hedge
       Change in fair value of cash flow hedge                291     (435)
--------------------------------------------------------- -------- --------
Other comprehensive income (loss)                             291     (588)
--------------------------------------------------------- -------- --------
Total comprehensive income                                 $ 2,118   $ 342
========================================================= ======== ========

6.   Earnings Per Unit

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

                                                            2002         2001
-------------------- ----------------------------------- --------- -----------
NUMERATOR:
<S>                                                       <C>        <C>
   Income before extraordinary item                       $ 1,827    $  1,110
   Less applicable preferred unit distributions              (444)       (442)
-------------------------------------------------------- --------- -----------
   Income available to common unitholders-
     numerator for basic and diluted earnings per unit      1,383         668
-------------------------------------------------------- --------- -----------
DENOMINATOR:
   Basic weighted average common units                     10,981      10,952
   Effect of outstanding unit options                          75          33
-------------------------------------------------------- --------- -----------
   Diluted weighted average common units                   11,056      10,985
-------------------------------------------------------- --------- -----------
Basic earnings per unit before extraordinary item          $  .13      $ 0.06
-------------------------------------------------------- --------- -----------
Diluted earnings per unit before extraordinary item        $  .13      $ 0.06
-------------------------------------------------------- --------- -----------
</TABLE>

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, 2002 and 2001  totaled
484,867 and 1,192,470,  respectively.  The assumed conversion of preferred units
as of the beginning of the year would have been anti-dilutive.


                                       8
<PAGE>

<TABLE>
<CAPTION>

At March  31,  2002 and  December  31,  2001,  the  ownership  interests  of the
Operating Partnership consisted of the following:

                                              2002           2001
------------------------------------ -------------- --------------
<S>                                         <C>            <C>
Preferred units                             80,590         80,600
------------------------------------ -------------- --------------
Common units:
   General partner                         150,000        150,000
   Limited partners                     10,881,306     10,813,016
------------------------------------ -------------- --------------
     Total                              11,031,306     10,963,016
==================================== ============== ==============
</TABLE>


                                       9
<PAGE>


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

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

The discussion of our results of operations reported in the unaudited statements
of  operations  compares  the three  months  ended March 31, 2002 with the three
months ended March 31, 2001. 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:

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

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

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

     -    the  level and  volatility  of  interest  rates  may  fluctuate  in an
          unfavorable manner;

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


                                       10
<PAGE>

General Overview

At March 31, 2002, we owned 29 centers in 20 states totaling 5.33 million square
feet compared to 29 centers in 20 states  totaling  5.28 million  square feet at
March 31, 2001. The increase is primarily due to the completion of the expansion
at our San Marcos,  TX center during 2001.  The center now contains over 441,000
square feet of gross leasable space.

In  September  2001,  we  established  a  50%  ownership  joint  venture,   TWMB
Associates,  LLC  ("TWMB"),  with respect to our Myrtle  Beach,  South  Carolina
project  with  Rosen-Warren   Myrtle  Beach  LLC   ("Rosen-Warren")   and  began
construction  on the first  phase of a new 400,000  square  foot  Tanger  Outlet
Center in Myrtle  Beach,  SC.  The first  phase will  consist  of  approximately
260,000  square feet and include over 50 brand name outlet  tenants.  Stores are
tentatively expected to begin opening in July of 2002.

A summary of the operating results for the three months ended March 31, 2002 and
2001 is presented in the following table,  expressed in amounts  calculated on a
weighted average GLA basis.
<TABLE>
<CAPTION>

                                                     2002           2001
 ------------------------------------------ -------------- --------------
<S>                        <C>                      <C>            <C>
 GLA open at end of period (000's)                  5,332          5,282
 Weighted average GLA (000's) (1)                   5,332          5,255
 Outlet centers in operation                           29             29
 Centers expanded                                     ---              1
 States operated in at end of period                   20             20
 Occupancy percentage at end of period                 95             95

    Per square foot
Revenues
    Base rentals                                    $3.49          $3.48
    Percentage rentals                                .11            .07
    Expense reimbursements                           1.40           1.44
    Other income                                      .11            .10
 ------------------------------------------ -------------- --------------
      Total revenues                                 5.11           5.09
 ------------------------------------------ -------------- --------------
 Expenses
    Property operating                               1.65           1.66
    General and administrative                        .43            .39
    Interest                                         1.34           1.45
    Depreciation and amortization                    1.35           1.37
 ------------------------------------------ -------------- --------------
      Total expenses                                 4.77           4.87
 ------------------------------------------ -------------- --------------
 Income before extraordinary item                   $ .34          $ .22
 ========================================== ============== ==============

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


                                       11
<PAGE>

<TABLE>
<CAPTION>

The table set forth below  summarizes  certain  information  with respect to our
existing centers as of March 31, 2002.

                                                        GLA          %
Date Opened                        Location           (sq. ft.)   Occupied
------------------ ------------------------------- ------------ ------------
<S>   <C>          <C>                                  <C>          <C>
Jun.  1986         Kittery I, ME                        59,694       100
Mar.  1987         Clover, North Conway, NH             11,000       100
Nov.  1987         Martinsburg, WV                      49,252        73
Apr.  1988         LL Bean, North Conway, NH            50,745       100
Jul.  1988         Pigeon Forge, TN                     94,558       100
Aug.  1988         Boaz, AL                             80,730        93
Jun.  1988         Kittery II, ME                       24,703        94
Jul.  1989         Commerce, GA                        185,750        84
Oct.  1989         Bourne, MA                           23,417       100
Feb.  1991         West Branch, MI                     112,420       100
May   1991         Williamsburg, IA                    277,230        97
Feb.  1992         Casa Grande, AZ                     184,768        89
Dec.  1992         North Branch, MN                    134,480       100
Feb.  1993         Gonzales, LA                        245,199        97
May   1993         San Marcos, TX                      441,432        97
Aug.  1994         Riverhead, NY                       729,238        98
Aug.  1994         Terrell, TX                         177,490        96
Sep.  1994         Seymour, IN                         141,051        73
Oct.  1994 (1)     Lancaster, PA                       255,059        94
Nov.  1994         Branson, MO                         277,494        94
Nov.  1994         Locust Grove, GA                    248,854       100
Jan.  1995         Barstow, CA                         105,950        59
Dec.  1995         Commerce II, GA                     342,556        95
Feb.  1997 (1)     Sevierville, TN                     353,977       100
Sept. 1997 (1)     Blowing Rock, NC                    105,448       100
Sep.  1997 (1)     Nags Head, NC                        82,254       100
Mar.  1998 (1)     Dalton, GA                          173,430        90
Jul.  1998 (1)     Fort Meyers, FL                     198,789        96
Nov.  1999 (1)     Fort Lauderdale, FL                 165,000       100
------------------ ------------------------------- ------------ --------
   Total                                             5,331,968        95
================== =============================== ============ ========

(1)  Represents date acquired by us.
</TABLE>


RESULTS OF OPERATIONS

Comparison  of the three  months  ended March 31, 2002 to the three months ended
March 31, 2001

Base rentals increased $311,000,  or 2%, in the 2002 period when compared to the
same  period  in 2001.  The  increase  is  primarily  due to the  effect  of the
completed  expansion at our San Marcos, TX center during 2001 as mentioned above
in the General  Overview.  Base rent per weighted  average GLA increased by $.01
per square  foot from $3.48 per square  foot in the first  three  months of 2001
compared to $3.49 per square foot in the first three months of 2002.  The slight
increase  is the  result of the  addition  of the San  Marcos  expansion  to the
portfolio  which had a higher  average base rent per square foot compared to the
portfolio  average.  While the  overall  portfolio  occupancy  at March 31, 2002
remained  constant  with the prior  year  quarter  at 95%,  a number of  centers
experienced  negative  occupancy trends which were offset by positive  occupancy
gains in other centers.

                                       12
<PAGE>

Percentage  rentals,  which represent revenues based on a percentage of tenants'
sales volume above predetermined levels (the "breakpoint"),  increased $246,000,
and on a weighted  average  GLA basis,  increased  $.04 per square  foot in 2002
compared to 2001.  For the three months ended March 31, 2002,  same-space  sales
increased 10% compared to the same period in 2001.  Same-space sales are defined
as the  weighted  average  sales per square foot  reported in space open for the
full duration of each comparison  period.  Reported  same-space sales per square
foot for the  rolling  twelve  months  ended March 31, 2002 were $300 per square
foot,  representing  a 6%  increase  compared  to the same  period in 2001.  The
increases  are  attributable  to our  continued  ability to attract  high volume
tenants  to our  centers  which  improves  the  average  sales per  square  foot
throughout our portfolio.  Reported same-store sales for the quarter ended March
31, 2002,  defined as the  weighted  average  sales per square foot  reported by
tenants for stores open since January 1, 2001, increased 5% compared to the same
period in the prior year.

Expense reimbursements, which represent the contractual recovery from tenants of
certain  common  area  maintenance,   insurance,   property  tax,   promotional,
advertising and management expenses generally  fluctuates  consistently with the
reimbursable   property  operating   expenses  to  which  it  relates.   Expense
reimbursements,  expressed  as a  percentage  of  property  operating  expenses,
decreased  to 85% in 2002 from 87% in 2001  primarily as a result of higher real
estate taxes due to revaluations,  increases in property  insurance premiums and
increases in other non-reimbursable expenses.

Other  income  increased  $53,000  in 2002  compared  to 2001  primarily  due to
increases in vending income and the  recognition  of  development  and lease fee
revenue from our TWMB joint venture offset by decreases in interest  income from
2001 which related to cash proceeds from the February 2001 bond offering.

Property operating expenses increased by $107,000,  or 1%, in the 2002 period as
compared to the 2001 period and, on a weighted average GLA basis, decreased $.01
per  square  foot  from  $1.66  to  $1.65.  The  decrease  is  the  result  of a
company-wide effort to improve operating efficiencies and reduce costs in common
area  maintenance  and  marketing  partially  offset by increases in real estate
taxes, property insurance and other non-reimbursable expenses.

General and  administrative  expenses  increased  $206,000,  or 10%, in the 2002
period as compared to the 2001 period.  Also, as a percentage of total revenues,
general and administrative expenses were 8% in the 2002 and 2001 periods and, on
a weighted  average GLA basis,  increased $.04 per square foot from $.39 in 2001
to $.43 in 2002 due in part to an increase in professional fees and reserves for
bad debts related to bankruptcy filings.

Interest  expense  decreased  $504,000  during  2002 as  compared  to  2001  due
primarily  due to lower  average  interest  rates during 2002.  Beginning in the
fourth  quarter of 2001 and  continuing  through the first  quarter of 2002,  we
purchased at par or below, approximately $19.4 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 which do not
mature until June 2003. The  replacement of the 2004 bonds with funding  through
lines of credit provides us with a significant interest expense reduction as the
lines of credit have a lower  interest  rate.  Also,  the 2001 results  included
$295,200 paid to terminate  certain  interest rate swap  agreements  during that
period.  Depreciation  and  amortization per weighted average GLA decreased from
$1.37 per square  foot in the 2001  period to $1.35 per square  foot in the 2002
period.

The 2001 extraordinary loss relates to debt that was extinguished with a portion
of the February 2001 bond offering proceeds prior to its scheduled maturity.


                                       13
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating  activities was $6.1 million and $8.6 million for
the three  months ended March 31, 2002 and 2001,  respectively.  The decrease in
cash provided by operating activities is due primarily to a decrease in accounts
payable in 2002 when compared to 2001. Net cash used in investing activities was
$2.1 and $6.7 million during 2002 and 2001,  respectively.  Cash used was higher
in 2001  primarily due to the increase in cash paid for expansion  activities at
our San Marcos,  TX center.  Net cash used in financing  activities  amounted to
$4.3  million and $2.3  million  during the first three months of 2002 and 2001,
respectively.

Joint Ventures

Effective  August 7, 2000, we announced the formation of a joint venture with C.
Randy Warren Jr.,  former Senior Vice  President of Leasing of the Company.  The
new entity,  Tanger-Warren  Development,  LLC  ("Tanger-Warren"),  was formed to
identify,  acquire  and  develop  sites  exclusively  for us.  We  agreed  to be
co-managers  of  Tanger-Warren,  each with 50%  ownership  interest in the joint
venture and any entities formed with respect to a specific project.  As of March
31, 2002, our investment in Tanger-Warren  amounted to approximately  $9,000 and
the  impact  of this  joint  venture  on our  results  of  operations  has  been
insignificant.

In September  2001, we  established a joint venture,  TWMB,  with respect to our
Myrtle Beach,  South Carolina project with  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, SC. The
first phase is projected to cost $34.6 million and will consist of approximately
260,000  square feet and include over 50 brand name outlet  tenants.  Currently,
leases for approximately 238,000 square feet, or over 91% of the first phase are
fully  executed.  Stores are  tentatively  expected to begin  opening in July of
2002. We currently anticipate  construction of a 140,000 square foot second, and
final phase to cost $13.7 million. Prior to beginning construction on the second
phase,  Rosen-Warren  and we each will be required to  contribute  an additional
$1.75  million in cash for a total equity  contribution  in phase two of TWMB of
$3.5  million.  Upon the opening of phase one of the Myrtle Beach  property,  we
will receive on-going asset management fees.

In conjunction with the beginning of construction, TWMB closed on a construction
loan in the  amount  of $36.2  million  with Bank of  America,  NA  (Agent)  and
SouthTrust Bank, the proceeds of which will be used to develop the Tanger Outlet
Center in Myrtle Beach, SC. As of March 31, 2002, the  construction  loan had an
$8.3 million balance.  All debt incurred by this unconsolidated joint venture is
secured 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 owner in TWMB has the right to initiate the sale or purchase of the other
party's  interest no sooner than October 25, 2002.  If such action is initiated,
one owner would  determine  the fair market  value  purchase  price of the joint
venture and the other would determine whether they would take the role of seller
or purchaser. The owner who is to designate the fair market value purchase price
would be determined by the toss of a coin. If either  Rosen-Warren or we enacted
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
Rosen-Warren's  interest.  However,  we do not expect this event to occur in the
near future based on the positive  expectations  of developing  and operating an
outlet center in the Myrtle Beach area.


                                       14
<PAGE>

Other Developments

We have an option to purchase the retail  portion of a site at the Bourne Bridge
Rotary in Cape  Cod,  Massachusetts.  Obtaining  appropriate  approvals  for the
Bourne  project  from the local  authorities  continues  to be a  challenge  and
consequently,  we are reviewing the  viability of  maintaining  an option on the
property.

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
accretive funds from operations.

Financing Arrangements

During the first quarter of 2002, we purchased at par or below,  $4.9 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 which do not mature until June 2003.  These purchases were in addition
to $14.5  million of the October  2004 notes that were  purchased  in the fourth
quarter of 2001 at par.

At  March  31,  2002,  approximately  51%  of  our  outstanding  long-term  debt
represented  unsecured  borrowings  and  approximately  59% of our  real  estate
portfolio was  unencumbered.  The average  interest  rate,  including  loan cost
amortization,  on average debt  outstanding for the three months ended March 31,
2002 was 7.95%.

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
unitholders'  interests.  During the second  quarter of 2001, the Company and we
amended our shelf  registrations  for the ability to issue up to $200 million in
debt and $200  million in equity  securities.  We may also  consider  the use of
operational and developmental joint ventures, selling certain properties that do
not meet our  long-term  investment  criteria as well as  outparcels on existing
properties  to generate  capital to reinvest  into other  attractive  investment
opportunities.

We maintain  unsecured,  revolving  lines of credit that  provide for  unsecured
borrowings  up to $75 million at March 31, 2002.  During  2001,  we extended the
maturity of each of our three $25 million lines to June 30, 2003.  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 2002.

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 unitholders  are made  quarterly and interest  payments on the
senior,  unsecured notes are made  semi-annually.  Amounts  accumulated for such
payments will be used in the interim to reduce the outstanding  borrowings under
the  existing  lines of credit or invested in  short-term  money market or other
suitable instruments.

On April 11, 2002, our Board of Trustees declared a $.6125 cash distribution per
common unit  payable on May 15, 2002 to each  unitholder  of record on April 30,
2002.  The  Board of  Trustees  of the  general  partner  also  declared  a cash
distribution  of $.5518  per  preferred  unit  payable  on May 15,  2002 to each
unitholder of record on April 30, 2002.


                                       15
<PAGE>


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, 2002,
we had an interest rate swap  agreement  effective  through  January 2003 with a
notional  amount of $25  million.  Under this  agreement,  we receive a floating
interest  rate based on the 30 day LIBOR index and pay a fixed  interest rate of
5.97%.  This swap effectively  changes our payment of interest on $25 million of
variable  rate  debt to fixed  rate  debt for the  contract  period at a rate of
7.72%.

The fair value of the interest  rate swap  agreement  represents  the  estimated
receipts or payments that would be made to terminate the agreement. At March 31,
2002, we would have paid approximately $682,000 to terminate the agreement. A 1%
decrease  in the 30 day LIBOR  index  would  increase  the amount  paid by us by
$188,000 to  approximately  $870,000.  The fair value is based on dealer quotes,
considering  current  interest rates and remaining  term to maturity.  We do not
intend to terminate our interest rate swap agreement prior to its maturity. This
derivative is currently recorded as a liability;  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, 2002 was $355.4 million and its
recorded value was $359.6 million. A 1% increase from prevailing  interest rates
at March 31, 2002 would  result in a decrease  in fair value of total  long-term
debt by  approximately  $11.5 million.  Fair values were  determined from quoted
market prices, where available,  using current interest rates considering credit
ratings and the remaining terms to maturity.

New Accounting Pronouncements

In 2001, the FASB issued SFAS No. 143,  "Accounting for  Obligations  Associated
with  Retirement  of  Long-Lived   Assets"  ("FAS  143").  FAS  143  establishes
accounting  standards for the recognition and measurement of an asset retirement
obligation  and  its  associated  asset  retirement   costs.  It  also  provides
accounting  guidance for legal  obligations  associated  with the  retirement of
tangible  long-lived assets. FAS No. 143 is effective for fiscal years beginning
after June 15, 2002.  We believe the  provisions  of FAS No. 143 will not have a
significant effect on our results of operations or our financial position.

Also in 2001,  the FASB issued SFAS No. 144,  "Accounting  for the Impairment or
Disposal  of  Long-Lived  Assets"  ("FAS  144"),  which  replaces  SFAS No.  121
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed  Of" ("FAS  121").  FAS 144 retains the  requirements  of FAS 121 to
recognized an impairment loss only if the carrying amount of a long-lived  asset
is not recoverable from its undiscounted cash flows and to measure an impairment
loss as the difference  between the carrying amount and fair value of the asset.
The  provisions of FAS 144 are effective  for  financial  statements  issued for
fiscal years beginning after December 15, 2001. We implemented the provisions of
FAS 144 on  January 1,  2002.  FAS 144 did not have an effect on our  results of
operations or our financial position.


                                       16
<PAGE>

Under both FAS No. 121 and 144, real estate  assets  designated as held for sale
are stated at their fair value less costs to sell.  We  classify  real estate as
held for sale when our Board of Directors approves the sale of the assets and we
have  commenced  an  active  program  to sell  the  assets.  Subsequent  to this
classification, no further depreciation is recorded on the assets. Under FAS No.
121, the  operating  results of real estate assets held for sale are included in
continuing operations. Upon implementation of FAS No. 144 in 2002, the operating
results of newly designated real estate assets held for sale will be included in
discontinued  operations in our results of operations.  We currently do not have
any assets that are held for sale.

During 2000, the American Institute of Certified Public Accountants'  Accounting
Standards  Executive  Committee  issued an exposure draft  Statement of Position
("SOP") regarding the  capitalization  of costs associated with property,  plant
and equipment.  Under the proposed SOP, all property plant and equipment related
costs would be expensed unless the costs are directly identifiable with specific
projects and the  proposal  would limit the amount of overhead  costs  companies
capitalize  to certain  payroll or payroll  related  costs.  If this proposal is
adopted,  the  amount of costs we  capitalize  will be less than would have been
capitalized before the adoption of this proposal. The expected effective date of
the final SOP is expected in late 2002 or 2003.

Funds from Operations

We believe that for a clear  understanding of our historical  operating results,
FFO should be  considered  along with net income as presented  in the  unaudited
financial statements included elsewhere in this report. FFO is presented because
it is a widely  accepted  financial  indicator  used by  certain  investors  and
analysts to analyze and compare one equity real estate investment trust ("REIT")
with another on the basis of operating performance.  FFO is generally defined as
net income (loss),  computed in accordance  with generally  accepted  accounting
principles, before extraordinary items and gains (losses) on sale 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,  2002  and  2001 as well as  actual  cash  flow and  other  data  for  those
respective periods (in thousands):
<TABLE>
<CAPTION>

                                                                             2002         2001
--------------------------------------------------------------------- ----------- -------------
Funds from Operations:
<S>                                                                       <C>           <C>
Net income                                                                $ 1,827       $  930
Adjusted for:
   Extraordinary item-loss on early extinguishment of debt                    ---          180
   Depreciation and amortization uniquely significant to real estate        7,100        7,122
--------------------------------------------------------------------- -------------------------
Funds from operations                                                     $ 8,927      $ 8,232

Cash flow provided by (used in):
   Operating activities                                                   $ 6,118      $ 8,570
   Investing activities                                                  $ (2,085)    $ (6,730)
   Financing activities                                                  $ (4,336)    $ (2,272)

Weighted average units outstanding (1)                                     11,783       11,711
===================================================================== =========================

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


                                       17
<PAGE>

Economic Conditions and Outlook

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

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

Approximately  33% of our lease portfolio is scheduled to expire during the next
two years. Approximately,  935,000 square feet of space is up for renewal during
2002,  20% of which is  located in our  dominant  center in  Riverhead,  NY, and
approximately  848,000  square feet will come up for renewal in 2003. 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, 2002, we have renewed  approximately 404,000 square feet, or 43%
of the square  feet  scheduled  to expire in 2002.  The  existing  tenants  have
renewed at an average base rental rate approximately 5% higher than the expiring
rate.  We also  re-tenanted  94,000 square feet of vacant space during the first
three  months of 2002 at a 9% 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) accounts for more than 6% of our combined base
and  percentage  rental  revenues.  Accordingly,  we do not expect any  material
adverse  impact on our results of operation and financial  condition as a result
of leases to be renewed or stores to be released.

As of March  31,  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 rate in the near term.


                                       18
<PAGE>


                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 6. Exhibits and Reports on Form 8-K

        (a)   Exhibits - None.


        (b)   Reports on Form 8-K - None.




                                       19
<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 general partner


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

DATE: May 2, 2002


                                       20
<PAGE>