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 September 30, 2004

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

                        For the transition period from to

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

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

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

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

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



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

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


                                       1
<PAGE>

                      TANGER PROPERTIES LIMITED PARTNERHSIP

                                      Index

                          Part I. Financial Information

                                                                     Page Number
Item 1.  Financial Statements (Unaudited)

    Consolidated Statements of Operations
       For the three and nine months ended September 30, 2004 and 2003     3

    Consolidated Balance Sheets
       As of September 30, 2004 and December 31, 2003                      4

    Consolidated Statements of Cash Flows
       For the nine months ended September 30, 2004 and 2003               5

    Notes to Consolidated Financial Statements                             6

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

Item 3.  Quantitative and Qualitative Disclosures about Market Risk       28

Item 4.  Controls and Procedures                                          29

                           Part II. Other Information

Item 1.  Legal proceedings                                                29

Item 6.  Exhibits and Reports on Form 8-K                                 29

Signatures                                                                30


                                       2
<PAGE>

<TABLE>
<CAPTION>

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

                                                                              Three Months Ended             Nine Months Ended
                                                                                 September 30,                  September 30,
                                                                               2004         2003              2004        2003
-------------------------------------------------------------------------------------------------------------------------------
                                                                                 (unaudited)                   (unaudited)
REVENUES
<S>                                                                         <C>          <C>              <C>         <C>
  Base rentals                                                              $32,879      $19,124          $ 96,380    $ 56,534
  Percentage rentals                                                          1,289          774             2,958       1,717
  Expense reimbursements                                                     13,060        8,028            37,956      24,081
  Other income                                                                1,816        1,040             5,054       2,478
-------------------------------------------------------------------------------------------------------------------------------
       Total revenues                                                        49,044       28,966           142,348      84,810
-------------------------------------------------------------------------------------------------------------------------------
EXPENSES
  Property operating                                                         14,953        9,527            43,095      28,472
  General and administrative                                                  3,346        2,489             9,757       7,367
  Depreciation and amortization                                              14,042        6,734            39,154      20,361
-------------------------------------------------------------------------------------------------------------------------------
       Total expenses                                                        32,341       18,750            92,006      56,200
-------------------------------------------------------------------------------------------------------------------------------
Operating income                                                             16,703       10,216            50,342      28,610
  Interest expense                                                            8,919        6,427            26,684      19,707
-------------------------------------------------------------------------------------------------------------------------------
Income before equity in earnings of unconsolidated joint ventures,
minority interest and discontinued operations                                 7,784        3,789            23,658       8,903
Equity in earnings of unconsolidated joint ventures                             359          267               799         639
Minority interest in consolidated joint venture                              (7,198)         ---           (20,410)        ---
-------------------------------------------------------------------------------------------------------------------------------
Income from continuing operations                                               945        4,056             4,047       9,542
Discontinued operations                                                      (3,409)         490              (683)        695
-------------------------------------------------------------------------------------------------------------------------------
Net income (loss)                                                            (2,464)       4,546             3,364      10,237
Less applicable preferred unit distributions                                    ---          ---               ---        (806)
-------------------------------------------------------------------------------------------------------------------------------
Income (loss) available to common unitholders                               $(2,464)     $ 4,546          $  3,364    $  9,431
Income (loss) allocated to limited partners                                 $(2,442)     $ 4,495          $  3,333    $  9,321
-------------------------------------------------------------------------------------------------------------------------------
Income (loss) allocated to general partner                                  $   (22)     $    51          $     31    $    110
-------------------------------------------------------------------------------------------------------------------------------

Basic earnings per common unit:
  Income from continuing operations                                         $   .06      $   .30          $    .25    $    .68
  Net income (loss)                                                         $  (.15)     $   .34          $    .20    $    .74
-------------------------------------------------------------------------------------------------------------------------------

Diluted earnings per common unit:
  Income from continuing operations                                         $   .06      $   .30          $    .24    $    .67
  Net income (loss)                                                         $  (.15)     $   .33          $    .20    $    .73
-------------------------------------------------------------------------------------------------------------------------------

Distributions paid per common unit                                          $ .6250      $ .6150          $ 1.8650    $ 1.8425
-------------------------------------------------------------------------------------------------------------------------------
</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

                                                                                             September 30,       December 31,
                                                                                                 2004                2003
----------------------------------------------------------------------------------------------------------------------------
                                                                                                       (unaudited)
ASSETS
 Rental Property
<S>                                                                                          <C>                 <C>
   Land                                                                                      $ 113,869           $ 119,833
   Buildings, improvements and fixtures                                                        956,109             958,720
----------------------------------------------------------------------------------------------------------------------------
                                                                                             1,069,978           1,078,553
   Accumulated depreciation                                                                   (215,172)           (192,698)
----------------------------------------------------------------------------------------------------------------------------
   Rental property, net                                                                        854,806             885,855
 Cash and cash equivalents                                                                      27,101               9,864
 Deferred charges, net                                                                          60,958              68,568
 Other assets                                                                                   19,258              22,528
----------------------------------------------------------------------------------------------------------------------------
     Total assets                                                                            $ 962,123           $ 986,815
----------------------------------------------------------------------------------------------------------------------------

LIABILITIES, MINORITY INTEREST AND PARTNERS' EQUITY
Liabilities
 Debt
   Senior, unsecured notes                                                                   $ 147,509           $ 147,509
   Mortgages payable (including a debt premium of $9,976 and $11,852, respectively)            310,483             370,160
   Unsecured note                                                                               53,500                 ---
   Lines of credit                                                                                 ---              22,650
----------------------------------------------------------------------------------------------------------------------------
                                                                                               511,492             540,319
 Construction trade payables                                                                    10,361               4,345
 Accounts payable and accrued expenses                                                          17,116              17,403
----------------------------------------------------------------------------------------------------------------------------
     Total liabilities                                                                         538,969             562,067
----------------------------------------------------------------------------------------------------------------------------
Commitments
Minority interest in consolidated joint venture                                                221,400             218,148
----------------------------------------------------------------------------------------------------------------------------
Partners' equity
 General partner                                                                                   700                 949
 Limited partner                                                                               205,278             205,733
 Deferred compensation                                                                          (4,224)                ---
 Accumulated other comprehensive loss                                                              ---                 (82)
----------------------------------------------------------------------------------------------------------------------------
     Total partners' equity                                                                    201,754             206,600
----------------------------------------------------------------------------------------------------------------------------
      Total liabilities, minority interest and partners' equity                              $ 962,123           $ 986,815
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

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


                                       4
<PAGE>


<TABLE>
<CAPTION>

             TANGER PROPERTIES LIMITED PARTNERHSIP AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                Nine Months Ended
                                                                                                    September 30,
                                                                                                 2004           2003
--------------------------------------------------------------------------------------------------------------------
                                                                                                     (unaudited)
OPERATING ACTIVITIES
<S>                                                                                           <C>            <C>
 Net income                                                                                   $ 3,364        $10,237
 Adjustments to reconcile net income to net cash provided by
  operating activities
   Depreciation and amortization (including discontinued operations)                           39,706         21,552
   Amortization of deferred financing costs                                                     1,107            955
   Equity in earnings of unconsolidated joint ventures                                           (799)          (639)
   Consolidated joint venture minority interest                                                20,410            ---
   Compensation expense related to restricted shares and share options granted                  1,239             76
   Amortization of premium on assumed indebtedness                                             (1,879)           ---
   Loss on sale of real estate (included in discontinued operations)                            1,460            735
   Gain on sale of outparcels of land                                                          (1,391)           ---
    Net accretion of market rent rate adjustment                                                 (647)           ---
   Straight-line base rent adjustment                                                            (300)           147
   Increase (decrease) due to changes in:
     Other assets                                                                                (956)           529
     Accounts payable and accrued expenses                                                       (205)          (885)
--------------------------------------------------------------------------------------------------------------------
     Net cash provided by operating activites                                                  61,109         32,707
--------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
 Additions to rental property                                                                  (9,943)        (7,970)
 Acquisition of rental property                                                                   ---         (4,700)
 Additions to investments in unconsolidated joint ventures                                        ---           (952)
 Additions to deferred lease costs                                                             (1,450)        (1,188)
 Net proceeds from sale of real estate                                                         20,255          2,076
 Decrease in escrow from rental property purchase                                                 ---          4,006
 Distributions received from unconsolidated joint ventures                                      1,525          1,125
--------------------------------------------------------------------------------------------------------------------
     Net cash provided by (used in) investing activities                                       10,387         (7,603)
--------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
 Cash dividends paid                                                                          (30,780)       (24,184)
 Distributions to consolidated joint venture minority interest                                (17,158)           ---
 Contribution from sole shareholder of general partner                                         13,173            ---
 Payments for redemption of preferred units                                                       ---           (372)
 Proceeds from issuance of debt                                                                43,350         73,657
 Repayments of debt                                                                           (70,298)       (91,329)
 Additions to deferred financing costs                                                           (621)          (521)
 Proceeds from exercise of unit options                                                         8,075         16,777
--------------------------------------------------------------------------------------------------------------------
     Net cash used in financing activities                                                    (54,259)       (25,972)
--------------------------------------------------------------------------------------------------------------------
Net decrease in cash and cash equivalents                                                      17,237           (868)
Cash and cash equivalents, beginning of period                                                  9,864          1,068
--------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                                                      $27,101        $   200
--------------------------------------------------------------------------------------------------------------------
</TABLE>
Supplemental schedule of non-cash activities:
We purchase  capital  equipment and incurs costs relating to construction of new
facilities,  including tenant  finishing  allowances.  Expenditures  included in
construction  trade  payables  as of  September  30,  2004 and 2003  amounted to
$10,361 and $7,188, respectively.
We recognized charges to deferred compensation related to the Company's issuance
of restricted  common shares and our issuance of unit options in the 2004 period
of $5,422.

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
                               September 30, 2004
                                   (Unaudited)

1.   Business

Tanger Properties  Limited  Partnership,  a North Carolina limited  partnership,
develops,  owns,  operates and manages factory outlet centers.  At September 30,
2004,  we had  ownership  interests  in or  management  responsibilities  for 37
centers in 23 states  totaling 9.2 million  square feet of gross  leasable  area
("GLA").   We  are  controlled  by  Tanger  Factory  Outlet  Centers,   Inc.,  a
fully-integrated,  self-administered,  self-managed real estate investment trust
("REIT"),  as sole  shareholder  of our  general  partner,  Tanger GP Trust.  We
provide all development, leasing and management services for our centers. Unless
the context  indicates  otherwise,  the term "Operating  Partnership"  refers to
Tanger  Properties  Limited  Partnership and subsidiaries and the term "Company"
refers to Tanger Factory Outlet Centers, Inc. and subsidiaries.  The terms "we",
"our" and "us" refer to the Operating  Partnership or the Operating  Partnership
and the Company together, as the context requires.

2.   Basis of Presentation

Our unaudited  consolidated  financial statements have been prepared pursuant to
accounting  principles  generally  accepted in the United  States of America and
should be read in conjunction  with the  consolidated  financial  statements and
notes thereto of our Annual Report on Form 10-K for the year ended  December 31,
2003.  Certain  information and note disclosures  normally included in financial
statements prepared in accordance with accounting  principles generally accepted
in the United States of America have been  condensed or omitted  pursuant to the
Securities and Exchange  Commission's  ("SEC") rules and  regulations,  although
management  believes that the  disclosures  are adequate to make the information
presented not misleading.

The  accompanying   unaudited  consolidated  financial  statements  include  our
accounts  and our  wholly-owned  subsidiaries  and  reflect,  in the  opinion of
management,  all  adjustments  necessary for a fair  presentation of the interim
unaudited  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  equity in the  venture's  net  income  (loss)  and cash  contributions  and
distributions.   These   investments   are  included  in  other  assets  in  our
consolidated balance sheets.

In January 2003,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Financial Interpretation No. 46 "Consolidation of Variable Interest Entities, an
Interpretation  of  Accounting  Research  Bulletin  No. 51" ("FIN 46")  (Revised
December  2003)  which   clarified  the   application  of  existing   accounting
pronouncements  to certain  entities in which  equity  investors do not have the
characteristics  of a controlling  financial  interest or do not have sufficient
equity at risk for the  entity to  finance  its  activities  without  additional
subordinated financial support from other parties. The provisions of FIN 46 were
effective  immediately for all variable  interests in variable interest entities
created after January 31, 2003. COROC Holdings,  LLC ("COROC"),  a joint venture
entered into by us in December 2003,  was evaluated  under the provisions of FIN
46 and it was determined  that we are considered the primary  beneficiary of the
joint venture and therefore the results of operations and financial  position of
COROC are included in our consolidated  financial statements.  We have evaluated
Deer Park  Enterprise,  LLC ("Deer  Park"),  which was created after January 31,
2003 (Note 3) and have determined that under the current facts and circumstances
we are not required to consolidate this entity under the provisions of FIN 46.



                                       6
<PAGE>

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

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

3.   Investments in Unconsolidated Real Estate Joint Ventures

Our investment in unconsolidated  real estate joint ventures as of September 30,
2004 and  December  31, 2003 was $6.9  million and $7.5  million,  respectively.
These investments include our 50% ownership investment in TWMB and our one-third
ownership interest in Deer Park.


Our  investment in TWMB is reduced by 50% of the profits  earned for leasing and
development services we provided to TWMB. The following management,  leasing and
development  fees were recorded in other income from  services  provided to TWMB
during  the  three  and  nine  months  ended  September  30,  2004  and 2003 (in
thousands):

                                 Three Months Ended         Nine Months Ended
                                    September 30,             September 30,
                                  2004         2003         2004         2003
--------------------------- ----------- ------------ ------------ ------------
Fee:
   Management                     $ 91         $ 37        $ 228        $ 105
   Leasing                          42           40          181          173
   Development                       8           (6)          30            4
--------------------------- ----------- ------------ ------------ ------------
Total Fees                        $141         $ 71        $ 439        $ 282
--------------------------- ----------- ------------ ------------ ------------

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.


During the second quarter of 2004,  TWMB completed the  construction of a 78,000
square foot  third-phase  expansion of the Myrtle Beach center at an approximate
cost of $9.7  million.  As of September  30, 2004,  66,000 square feet were open
with the remainder of the stores  scheduled to open during 2004.  The completion
of this  expansion  brings the total gross  leasable area of TWMB's Myrtle Beach
center to approximately 402,000 square feet.

In  conjunction  with  the   construction  of  the  center,   TWMB  maintains  a
construction  loan in the  amount  of $36.2  million  with Bank of  America,  NA
(Agent) and SouthTrust Bank due in September 2005. As of September 30, 2004, the
construction loan had a balance of $34.0 million.


                                       7
<PAGE>


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



Summary Balance Sheets                              As of            As of
 - Unconsolidated Joint Ventures:               September 30,     December 31,
                                                     2004             2003
--------------------------------------------- --------------- ---------------
Assets:
    Operating real estate at cost, net               $41,842         $36,096
    Other real estate investment (1)                  26,773          27,803
--------------------------------------------- --------------- ---------------
        Total real estate                             68,615          63,899
    Cash and cash equivalents                          2,184           4,145
    Deferred charges, net                              2,076           1,652
    Other assets                                       3,168           3,277
--------------------------------------------- --------------- ---------------
        Total assets                                 $76,043         $72,973
--------------------------------------------- --------------- ---------------
Liabilities and Owners' Equity:
    Mortgages payable                                $59,233         $54,683
    Construction trade payables                        1,328           1,164
    Accounts payable and other liabilities               730             564
--------------------------------------------- --------------- ---------------
        Total liabilities                             61,291          56,411
    Owners' equity                                    14,752          16,562
--------------------------------------------- --------------- ---------------
        Total liabilities and owners' equity         $76,043         $72,973
--------------------------------------------- --------------- ---------------

(1)  Other  real  estate  investment  represents  a  development  property  that
     generates net income considered incidental to its intended future operation
     as an outlet center.  As such, the net income  generated from this property
     is recorded as a reduction to the carrying value of the property.
<TABLE>


                                                                 Three Months Ended             Nine Months Ended
Consolidated Statements of Operations -                             September 30,                 September 30,
Unconsolidated Joint Ventures                                    2004           2003           2004            2003
-------------------------------------------------- ------------------- -------------- -------------- ---------------

<S>                                                            <C>            <C>            <C>             <C>
Revenues                                                       $2,682         $2,195         $7,264          $6,080
-------------------------------------------------- ------------------- -------------- -------------- ---------------

Expenses:
   Property operating                                             918            725          2,639           2,211
   General and administrative                                       8              1             21              21
   Depreciation and amortization                                  723            599          1,977           1,679
-------------------------------------------------- ------------------- -------------- -------------- ---------------
        Total expenses                                          1,649          1,325          4,637           3,911
-------------------------------------------------- ------------------- -------------- -------------- ---------------
Operating income                                                1,033            870          2,627           2,169
Interest expense                                                  346            372          1,131             991
-------------------------------------------------- ------------------- -------------- -------------- ---------------
Net income                                                     $  687         $  498         $1,496          $1,178
-------------------------------------------------- ------------------- -------------- -------------- ---------------

Tanger's share of:
-------------------------------------------------- ------------------- -------------- -------------- ---------------
Net income                                                     $  359         $  267         $  799          $  639
Depreciation                                                      351            287            955             808
-------------------------------------------------- ------------------- -------------- -------------- ---------------
</TABLE>


                                       8
<PAGE>



4.   Disposition of Properties

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


In  September  2004,  we completed  the sale of our property  located in Dalton,
Georgia.  Net proceeds received from the sale of the property were approximately
$11.1 million.  We recorded a loss on sale of real estate of approximately  $3.5
million,  which is included in  discontinued  operations  for the three and nine
months ended September 30, 2004.

In June 2004, we completed the sale of two non-core  properties located in North
Conway, New Hampshire.  Net proceeds received from the sales of these properties
were  approximately  $6.5 million.  We recorded a gain on sale of real estate of
approximately $2.1 million, which is included in discontinued operations for the
nine months ended September 30, 2004.

In May and  October  2003  respectively,  we  completed  the sale of  properties
located in  Martinsburg,  West Virginia and Casa Grande,  Arizona.  Net proceeds
received from the sales of these properties were approximately $8.7 million.  We
recorded  a loss on  sale of real  estate  related  to the  Martinsburg  sale of
approximately $735,000 which is included in discontinued operations for the nine
months ended September 30, 2003.

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

                                                           Three Months Ended         Nine Months Ended
                                                              September 30,             September 30,
                                                            2004        2003         2004          2003
--------------------------------------------------- ------------- ----------- ------------ -------------
<S>                                                      <C>          <C>         <C>            <C>
Base rentals                                             $   279      $  947      $ 1,453        $3,034
Percentage rentals                                             2          20            4            26
Expense reimbursements                                       112         391          618         1,253
Other income                                                  10          32           28            72
--------------------------------------------------- ------------- ----------- ------------ -------------
     Total revenues                                          403       1,390        2,103         4,385

Property operating expenses                                  151         546          755         1,756
General and administrative                                    11           3           17             8
Depreciation and amortization                                106         351          554         1,191
--------------------------------------------------- ------------- ----------- ------------ -------------
       Total expenses                                        268         900        1,326         2,955
--------------------------------------------------- ------------- ----------- ------------ -------------
Income before loss on sale of real estate                    135         490          777         1,430
Loss on sale of real estate                               (3,544)        ---       (1,460)         (735)
--------------------------------------------------- ------------- ----------- ------------ -------------
Discontinued operations                                  $(3,409)     $  490       $ (683)       $  695
--------------------------------------------------- ------------- ----------- ------------ -------------
</TABLE>


During the second and third quarters of 2004, we sold a total of four outparcels
of undeveloped land at our Branson, Missouri; Westbrook, Connecticut;  Gonzales,
Louisiana and West Branch, Michigan centers, respectively. Net proceeds received
were  approximately  $2.7 million and a gain of  approximately  $1.4 million was
recorded in other income.


                                       9
<PAGE>


5.   Debt

During  the third  quarter  of 2004,  we  obtained  an  additional  $25  million
unsecured  line of credit from  Citicorp  North  America,  Inc., a subsidiary of
Citigroup;  bringing  our  total  committed  unsecured  lines of  credit to $125
million.  In addition,  we have completed the extension of the maturity dates on
all of our lines of credit until June of 2007.  We also  obtained the release of
two  properties  which had been securing  $53.5  million in mortgage  loans with
Wells Fargo Bank,  thus creating an unsecured note with Wells Fargo Bank for the
same face amount.


The  Dalton,  Georgia  property,  as  mentioned  above in  Footnote 4, served as
collateral in a  cross-collateralized  mortgage with John Hancock Life Insurance
Company  ("John  Hancock")  along  with  several  other  properties.   Upon  its
disposition,  the Dalton property was released as collateral and replaced with a
$6.4 million  standby letter of credit issued by Bank of America.  The letter of
credit  includes an issuance fee of 1.25%  annually.  The required amount of the
letter of credit  decreases  ratably over the remaining term of the John Hancock
mortgage  which  matures  in April  2009.  Throughout  the term of the letter of
credit,  its required amount serves as a reduction in the amount available under
our unsecured $50 million line of credit with Bank of America.

6.   Other Comprehensive Income - Derivative Financial Instruments


TWMB's  interest rate swap  agreement,  which had been designated as a cash flow
hedge  expired  during the third quarter of 2004 and therefore the fair value of
the swap  became  zero  resulting  in a change in fair value of $20,000  for the
quarter. During the first quarter of 2003 our interest rate swap, which had been
designated  as a cash flow hedge,  expired and  therefore  the fair value of the
swap became zero  resulting in a change in fair value of $98,000.  For the three
and nine months ended  September  30, 2004,  the change in the fair value of the
derivative instrument is recorded as $20,000 and $82,000, respectively, of other
comprehensive income.
<TABLE>

                                                       Three Months Ended          Nine Months Ended
                                                          September 30,              September 30,
                                                        2004         2003         2004           2003
------------------------------------------------- ----------- ------------ ------------ --------------

<S>                                                 <C>            <C>         <C>            <C>
Net income (loss)                                   $ (2,464)      $4,546      $ 3,364        $10,237

------------------------------------------------- ----------- ------------ ------------ --------------
Other comprehensive income:
     Change in fair value of our portion of
        TWMB cash flow hedge                              20           31           82             21
     Change in fair value of cash flow hedge,            ---          ---          ---             98
------------------------------------------------- ----------- ------------ ------------ --------------
         Other comprehensive income                       20           31           82            119
------------------------------------------------- ----------- ------------ ------------ --------------

Total comprehensive income (loss)                   $ (2,444)      $4,577      $ 3,446        $10,356

------------------------------------------------- ----------- ------------ ------------ --------------
</TABLE>


                                       10
<PAGE>

7.   Earnings Per Unit

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

<TABLE>

                                                              Three Months Ended     Nine Months Ended
                                                                 September 30,             September 30,
                                                                2004        2003        2004          2003
------------------------------------------------------- ------------- ----------- ----------- -------------
Numerator:
<S>                                                          <C>          <C>         <C>           <C>
   Income from continuing operations                         $   945      $4,056      $4,047        $9,542
   Less applicable preferred unit distributions                  ---         ---         -- -         (806)
------------------------------------------------------- ------------- ----------- ----------- -------------
   Income from continuing operations available to
    common unitholders - basic and diluted                       945       4,056       4,047         8,736
   Discontinued operations                                    (3,409)        490        (683)          695
------------------------------------------------------- ------------- ----------- ----------- -------------
   Net income (loss) available to common shareholders
     - basic and diluted                                     $(2,464)     $4,546      $3,364        $9,431
------------------------------------------------------- ------------- ----------- ----------- -------------
Denominator:
   Basic weighted average common units                        16,645      13,437      16,518        12,763
   Effect of outstanding unit options                             49         178          84           212
   Effect of unvested restricted share awards                     11         ---           9           ---
------------------------------------------------------- ------------- ----------- ----------- -------------
   Diluted weighted average common units                      16,705      13,615      16,611        12,975

Basic earnings per common unit:
Income from continuing operations                              $ .06       $ .30       $ .25         $ .68
Discontinued operations                                         (.21)        .04        (.05)          .06
------------------------------------------------------- ------------- ----------- ----------- -------------
Net income (loss)                                              $(.15)      $ .34       $ .20         $ .74

Diluted earnings per common unit:
Income from continuing operations                              $ .06       $ .30       $ .24         $ .67
Discontinued operations                                         (.21)        .03        (.04)          .06
------------------------------------------------------- ------------- ----------- ----------- -------------
Net income (loss)                                              $(.15)      $ .33       $ .20         $ .73
------------------------------------------------------- ------------- ----------- ----------- -------------
</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 the  Company.
Options  excluded  totaled 284,200 for the three months ended September 30, 2004
and 156,496 for the nine months ended September 30, 2004.  There were no options
excluded from the  computation for the three and nine months ended September 30,
2003. For the nine months ended  September 30, 2003,  the assumed  conversion of
preferred  units to common units as of the beginning of the year would have been
anti-dilutive.

At September  30, 2004 and December 31,  2003,  the  ownership  interests of the
Operating Partnership consisted of the following:

                                                    2004           2003
      ------------------------------------ -------------- --------------
      Common units:
         General partner                         150,000        150,000
         Limited partners                     16,601,513     15,843,948
      ------------------------------------ -------------- --------------
           Total                              16,751,513     15,993,948
      ------------------------------------ -------------- --------------


                                       11
<PAGE>


8.   Partners' Equity

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

9.   Employee Benefit Plans

During the second  quarter of 2004,  the Company's  Board of Directors  approved
amendments to the Company's Share Option Plan to add restricted shares and other
share-based grants to the Plan, to merge the Operating Partnership's Unit Option
Plan  into the  Share  Option  Plan and to rename  the Plan as the  Amended  and
Restated  Incentive Award Plan (the "Incentive Award Plan"). The Incentive Award
Plan  was  approved  by  a  vote  of  shareholders   at  the  Company's   Annual
Shareholders'  Meeting.  The Board of  Directors  approved  the grant of 106,125
restricted  common shares to the independent  directors and certain employees of
the  Operating  Partnership  in April 2004.  As a result of the  granting of the
restricted  common shares and since the Operating  Partnership will issue a unit
for every  restricted  share  that  vests,  we  recorded  a charge  to  deferred
compensation of $4.1 million in the partners' equity section of the consolidated
balance  sheet.  During the second and third  quarters,  we  recognized  expense
related to the amortization of the deferred  compensation of approximately  $1.1
million in accordance with the vesting schedule of the restricted shares.

10.  Subsequent Events

On  October  25,  2004,  we repaid  $47.5  million,  7.875%  unsecured  notes at
maturity, using approximately $20.2 million in net proceeds from the sale of the
three  properties and four parcels of land during the first nine months of 2004,
plus other funds available under our unsecured lines of credit.


                                       12
<PAGE>


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

The  following  discussion  should  be read in  conjunction  with the  unaudited
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 and nine months ended
September  30, 2004 with the three and nine months  ended  September  30,  2003.
Certain  comparisons  between the periods are made on a percentage basis as well
as on a weighted  average gross leasable area ("GLA")  basis, a technique  which
adjusts  for  certain  increases  or  decreases  in the  number of  centers  and
corresponding square feet related to the development,  acquisition, expansion or
disposition  of rental  properties.  The  computation  of weighted  average GLA,
however,  does  not  adjust  for  fluctuations  in  occupancy  which  may  occur
subsequent to the original opening date.

Cautionary Statements

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

-    national and local general economic and market conditions;

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

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

-    competition;

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

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

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


                                       13
<PAGE>

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

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

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

-    business disruptions;

-    the ability to attract and retain qualified personnel;

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

-    retention of earnings.

                                       14
<PAGE>

General Overview

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

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

At  September   30,  2004,   we  had   ownership   interests  in  or  management
responsibilities  for 37 centers in 23 states  totaling 9.2 million  square feet
compared  to 33  centers  in 20  states  totaling  6.3  million  square  feet at
September 30, 2003. The activity in our portfolio of properties  since September
30, 2003 is summarized below:

<TABLE>

                                                                             No. of         GLA
                                                                            Centers        (000's)     States
--------------------------------------------------------------------- ---------------- ------------ -----------
<S>             <C> <C>                                                            <C>       <C>            <C>
As of September 30, 2003                                                           33        6,258          20
     Acquisitions/Expansions:
         Myrtle Beach Hwy 17, South Carolina -                                    ---           72         ---
              (unconsolidated joint venture)
         Charter Oak portfolio (consolidated joint venture)
              Rehoboth, Delaware                                                    1          569           1
              Foley, Alabama                                                        1          536         ---
              Myrtle Beach Hwy 501, South Carolina                                  1          427         ---
              Hilton Head, South Carolina                                           1          393         ---
              Park City, Utah                                                       1          301           1
              Westbrook, Connecticut                                                1          291           1
              Lincoln City, Oregon                                                  1          270           1
              Tuscola, Illinois                                                     1          258           1
              Tilton, New Hampshire                                                 1          228         ---
     Dispositions:
         Bourne, Massachusetts (managed)                                           (1)         (23)         (1)
         Casa Grande, Arizona (wholly-owned)                                       (1)        (185)         (1)
         Clover, New Hampshire (wholly-owned)                                      (1)         (11)        ---
         LLBean, New Hampshire (wholly-owned)                                      (1)         (51)        ---
         Dalton, Georgia (wholly-owned)                                            (1)        (173)        ---

--------------------------------------------------------------------- ---------------- ------------ ------------
As of September 30, 2004                                                           37        9,160          23
--------------------------------------------------------------------- ---------------- ------------ ------------
</TABLE>

                                       15
<PAGE>

A summary of the operating results for the three and nine months ended September
30, 2004 and 2003 is  presented  in the  following  table,  expressed in amounts
calculated on a weighted average GLA basis.
<TABLE>

                                                                                   Three Months Ended         Nine Months Ended
                                                                                      September 30,              September 30,
                                                                                    2004         2003         2004          2003
---------------------------------------------------------------------- ----- ------------ ------------ ------------ -------------
GLA at end of period (000's)
<S>                                                                                <C>          <C>          <C>           <C>
     Wholly owned                                                                  5,066        5,483        5,066         5,483
     Partially-owned (consolidated) (1)                                            3,271          ---        3,271           ---
     Partially owned (unconsolidated) (2)                                            391          318          391           318
     Managed                                                                         432          457          432           457
---------------------------------------------------------------------- ----- ------------ ------------ ------------ -------------
Total GLA at end of period (000's)                                                 9,160        6,258        9,160         6,258
---------------------------------------------------------------------- ----- ------------ ------------ ------------ -------------
Weighted average GLA (000's) (3)                                                   8,338        5,051        8,338         5,034
Occupancy percentage at end of period (1) (2)                                        96%          95%          96%           95%

Per square foot for wholly owned and partially owned (consolidated) properties
Revenues
   Base rentals                                                                    $3.95        $3.79       $11.56        $11.23
   Percentage rentals                                                                .15          .15          .35           .34
   Expense reimbursements                                                           1.56         1.59         4.55          4.78
   Other income                                                                      .22          .20          .61           .49
---------------------------------------------------------------------- ----- ------------ ------------ ------------ -------------
     Total revenues                                                                 5.88         5.73        17.07         16.84
---------------------------------------------------------------------- ----- ------------ ------------ ------------ -------------
Expenses
   Property operating                                                               1.79         1.89         5.17          5.66
   General and administrative                                                        .40          .49         1.17          1.46
   Depreciation and amortization                                                    1.69         1.33         4.70          4.04
---------------------------------------------------------------------- ----- ------------ ------------ ------------ -------------
     Total expenses                                                                 3.88         3.71        11.04         11.16
---------------------------------------------------------------------- ----- ------------ ------------ ------------ -------------
Operating income                                                                    2.00         2.02         6.03          5.68
---------------------------------------------------------------------- ----- ------------ ------------ ------------ -------------
   Interest expense                                                                 1.07         1.27         3.20          3.91
---------------------------------------------------------------------- ----- ------------ ------------ ------------ -------------
Income before equity in earnings of unconsolidated joint ventures,
minority interest and discontinued operations                                      $ .93        $ .75       $ 2.83        $ 1.77
---------------------------------------------------------------------- ----- ------------ ------------ ------------ -------------
</TABLE>

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

                                       16
<PAGE>



The table set forth  below  summarizes  certain  information  related to GLA and
occupancy  with  respect to our  existing  centers in which we have an ownership
interest as of September 30, 2004.




                                                     GLA               %
                      Location                    (sq. ft.)         Occupied
     ------------------------------------------- ----------- ----- -----------
     Riverhead, NY (1)                              729,238             99
     Rehoboth, DE (1) (3)                           568,873             99
     Foley, AL (3)                                  535,675             99
     San Marcos, TX                                 442,486             97
     Myrtle Beach Hwy 501, SC (3)                   427,388             96
     Sevierville, TN (1)                            419,023            100
     Hilton Head, SC (3)                            393,094             91
     Myrtle Beach Hwy 17, SC (1) (2)                390,547            100
     Commerce II, GA                                342,556             98
     Howell, MI                                     324,631            100
     Park City, UT (3)                              300,602             97
     Westbrook, CT (3)                              291,051             93
     Branson, MO                                    277,883            100
     Williamsburg, IA                               277,230             97
     Lincoln City, OR (3)                           270,280             95
     Tuscola, IL (3)                                256,514             76
     Lancaster, PA                                  255,152             99
     Locust Grove, GA                               247,454             98
     Gonzales, LA                                   245,199             97
     Tilton, NH (3)                                 227,966             98
     Fort Meyers, FL                                198,789             87
     Commerce I, GA                                 185,750             68
     Terrell, TX                                    177,490             97
     Seymour, IN                                    141,051             85
     North Branch, MN                               134,480            100
     West Branch, MI                                112,420            100
     Barstow, CA                                    108,950            100
     Blowing Rock, NC                               105,332            100
     Pigeon Forge, TN (1)                            94,694             96
     Nags Head, NC                                   82,178            100
     Boaz, AL                                        79,575             95
     Kittery I, ME                                   59,694            100
     Kittery II, ME                                  24,619            100
     ------------------------------------------- ----------- ----- --------
                                                  8,727,864             96
     ========================================== ============ ===== ========

(1)  These properties or a portion thereof are subject to a ground lease.
(2)  Represents property that is currently held through an unconsolidated  joint
     venture in which we own a 50% interest. The joint venture had $34.0 million
     of construction loan debt as of September 30, 2004.
(3)  Represents properties that are currently held through a consolidated joint
     venture in which we own a one-third interest.


                                       17
<PAGE>


     The table set forth below summarizes certain information related to GLA and
     debt with respect to our existing centers in which we have an ownership
     interest as of September 30, 2004.

                                             Mortgage
                                           Debt (000's)
                                              as of
                                 GLA        September    Interest    Maturity
Location                      (sq. ft.)     30, 2004       Rate        Date
------------------------ -------------- -------------- ---------- ------------
Lancaster, PA                  255,152       $ 13,903     9.770%    4/10/2005

Commerce I, GA                 185,750          7,426     9.125%    9/10/2005

Williamsburg, IA               277,230
San Marcos I, TX               221,049
West Branch, MI                112,420
Kittery I, ME                   59,694
------------------------ -------------- -------------- ---------- ------------
                               670,693         60,739     7.875%    4/01/2009

San Marcos II, TX              221,437         18,513     7.980%    4/01/2009

Blowing Rock, NC               105,332          9,405     8.860%    9/01/2010

Nags Head, NC                   82,178          6,382     8.860%    9/01/2010

Rehoboth  Beach, DE            568,873
Foley, AL                      535,675
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                     227,966
------------------------ -------------- -------------- ---------- ------------
                             3,271,443        184,139     6.590%    7/10/2008
Debt premium                                    9,976
--------------------------------------- -------------- ---------- ------------
Totals                       4,791,985       $310,483
======================================= ============== ========== ============



                                       18
<PAGE>


RESULTS OF OPERATIONS

Comparison  of the three  months  ended  September  30, 2004 to the three months
ended September 30, 2003

Base rentals  increased $13.8 million,  or 72%, in the 2004 period when compared
to the same period in 2003.  The increase is primarily  due to the December 2003
acquisition of the COROC portfolio of nine outlet center  properties.  Base rent
per weighted average GLA increased by $.16 per square foot from $3.79 per square
foot in the 2003  period  to $3.95  per  square  foot in the  2004  period.  The
increase is primarily the result of the COROC portfolio  acquisition which had a
higher  average  base  rent per  square  foot  compared  to the  pre-acquisition
portfolio average. In addition, the overall portfolio occupancy at September 30,
2004  increased 1% from 95% to 96% compared to September  30, 2003.  Also,  base
rent is impacted by the  amortization  of  above/below  market rate lease values
associated  with the required  purchase  price  allocation  associated  with the
acquisition  of the COROC  portfolio.  The values of the above and below  market
leases are  amortized  and  recorded as either an increase (in the case of below
market  leases) or a  decrease  (in the case of above  market  leases) to rental
income over the remaining term of the associated  lease.  For the 2004 period we
recorded an increase of $277,000 to rental income for net amortization of market
leases.  If a tenant vacates its space prior to the  contractual  termination of
the lease and no rental  payments are being made on the lease,  any  unamortized
balance of the related  above/below  market  lease value will be written off and
could materially  impact our net income and funds from operations  positively or
negatively.  For the period from September 30, 2003 to September 30, 2004,  none
of our centers experienced a negative occupancy trend of more than 10%.

Percentage  rentals,  which represent revenues based on a percentage of tenants'
sales volume above predetermined  levels (the "breakpoint"),  increased $515,000
or 67%, and on a weighted average GLA basis, remained at $.15 per square foot in
the 2004 and 2003 periods.  The dollar  increase was partially the result of the
COROC  portfolio  acquisition  as well as an increase in tenant sales during the
last twelve months.  Reported  same-space  sales per square foot for the rolling
twelve  months  ended  September  30,  2004  were  $309 per  square  foot.  This
represents a 4% increase  compared to the same period in 2003.  Same-space sales
is defined as the weighted  average sales per square foot reported in space open
for the full duration of each comparison period.

Expense reimbursements, which represent the contractual recovery from tenants of
certain  common  area  maintenance,   insurance,   property  tax,   promotional,
advertising and management expenses generally  fluctuates  consistently with the
reimbursable   property  operating   expenses  to  which  it  relates.   Expense
reimbursements,  expressed as a percentage of property operating expenses,  were
87% and 84% in the 2004 and 2003  periods,  respectively.  The  increase in this
percentage is due to higher reimbursement rates at the COROC portfolio.

Other income increased $776,000, or 75%, in the 2004 period compared to the 2003
period and on a weighted average GLA basis,  increased $.02 per square foot from
$.20 to $.22.  Other income in the 2004 period  includes a gain from the sale of
one  outparcel of land of $172,000  compared to no  outparcel  sales in the 2003
period. The remaining increase is primarily  attributable to the COROC portfolio
acquisition and increases in vending and management income.

Property  operating  expenses  increased  by $5.4  million,  or 57%, in the 2004
period as compared  to the 2003  period  and,  on a weighted  average GLA basis,
decreased $.10 per square foot from $1.89 to $1.79.  The dollar  increase is the
result of the  additional  operating  costs of the COROC  portfolio  in the 2004
period.  The decrease on a weighted  average GLA basis is due to expenses at the
COROC portfolio per square foot being lower than the  pre-acquisition  portfolio
average for the third quarter.


                                       19
<PAGE>

General and  administrative  expenses  increased  $857,000,  or 34%, in the 2004
period as compared to the 2003  period.  The  increase is  primarily  due to the
additional  employees  hired  as a  result  of  the  acquisition  of  the  COROC
portfolio.   However,   as  a  percentage   of  total   revenues,   general  and
administrative  expenses  decreased from 9% in the 2003 period to 7% in the 2004
period and, on a weighted average GLA basis, decreased from $.49 per square foot
in the 2003 period to $.40 per square foot in the 2004 period.

Depreciation  and amortization per weighted average GLA increased from $1.33 per
square  foot in the 2003  period to $1.69 per square foot in the 2004 period due
certain  assets in the  acquisition  of the COROC  portfolio  in  December  2003
accounted  for under SFAS 141  "Business  Combinations"  ("FAS  141") which were
allocated  to  deferred  lease  costs  and  other  intangible  assets  which are
amortized over shorter lives than building costs.

Interest  expense  increased  $2.5  million,  or 39%,  during the 2004 period as
compared to the 2003 period due primarily to the assumption of $186.4 million of
cross-collateralized  debt  in  the  fourth  quarter  of  2003  related  to  the
acquisition of the COROC portfolio.

Equity in earnings from unconsolidated joint ventures increased $92,000, or 34%,
in the 2004 period compared to the 2003 period due to the TWMB  Associates,  LLC
("TWMB"),  outlet center in Myrtle Beach,  South Carolina  having  approximately
72,000 more square feet of GLA open in the 2004 period  versus the 2003  period.
TWMB is an  unconsolidated  joint  venture  in  which  we  have a 50%  ownership
interest.

Consolidated joint venture minority interest amounted to $7.2 million due to the
allocation of earnings to our joint  venture  partner with whom we own the COROC
portfolio.  The  COROC  portfolio  was  acquired  in  late  December  2003.  The
allocation  of  earnings  to our joint  venture  partner is based on a preferred
return on investment as opposed to their  ownership  percentage and  accordingly
has a significant impact on our earnings.

Discontinued  operations  resulted  in a net  loss of $3.4  million  in 2004 due
mainly to the sale of the  Dalton,  Georgia  property  at a loss on sale of real
estate of approximately $3.5 million.

Comparison of the nine months ended  September 30, 2004 to the nine months ended
September 30, 2003

Base rentals  increased $39.8 million,  or 70%, in the 2004 period when compared
to the same period in 2003.  The increase is primarily  due to the December 2003
acquisition of the COROC portfolio of nine outlet center  properties.  Base rent
per  weighted  average  GLA  increased  by $.33 per square  foot from $11.23 per
square foot in the 2003 period to $11.56 per square foot in the 2004 period. The
increase is primarily the result of the COROC portfolio  acquisition which had a
higher  average  base  rent per  square  foot  compared  to the  pre-acquisition
portfolio average. In addition, the overall portfolio occupancy at September 30,
2004  increased 1% from 95% to 96% compared to September  30, 2003.  Also,  base
rent is impacted by the  amortization  of  above/below  market rate lease values
associated  with the required  purchase  price  allocation  associated  with the
acquisition  of the COROC  portfolio.  The values of the above and below  market
leases are  amortized  and  recorded as either an increase (in the case of below
market  leases) or a  decrease  (in the case of above  market  leases) to rental
income over the remaining term of the associated  lease.  For the 2004 period we
recorded an increase of $647,000 to rental income for net amortization of market
leases.  If a tenant vacates its space prior to the  contractual  termination of
the lease and no rental  payments are being made on the lease,  any  unamortized
balance of the related  above/below  market  lease value will be written off and
could materially  impact our net income and funds from operations  positively or
negatively.  For the period from September 30, 2003 to September 30, 2004,  none
of our centers experienced a negative occupancy trend of more than 10%.

                                       20
<PAGE>

Percentage  rentals,  which represent revenues based on a percentage of tenants'
sales volume  above  predetermined  levels (the  "breakpoint"),  increased  $1.2
million or 72%, and on a weighted  average GLA basis,  increased $.01 per square
foot in the  2004  period  to $.35  compared  to $.34 in the  2003  period.  The
increase was partially the result of the COROC portfolio  acquisition as well as
an increase in tenant sales during the last twelve months.  Reported  same-space
sales per square foot for the rolling  twelve  months ended  September  30, 2004
were $309 per square foot.  This  represents a 4% increase  compared to the same
period in 2003.  Same-space  sales is defined as the weighted  average sales per
square  foot  reported in space open for the full  duration  of each  comparison
period.

Expense reimbursements, which represent the contractual recovery from tenants of
certain  common  area  maintenance,   insurance,   property  tax,   promotional,
advertising and management expenses generally  fluctuates  consistently with the
reimbursable   property  operating   expenses  to  which  it  relates.   Expense
reimbursements,  expressed as a percentage of property operating expenses,  were
88% and 85% in the 2004 and 2003  periods,  respectively.  The  increase in this
percentage is due to higher reimbursement rates at the COROC properties.

Other income increased $2.6 million, or 104%, in the 2004 period compared to the
2003 period and on a weighted average GLA basis,  increased $.12 per square foot
from $.49 to $.61. Other income in the 2004 period includes gains from the sales
of four  outparcels  of land of $1.4  million.  In the 2003 period there were no
sales of outparcels of land. The remaining increase is primarily attributable to
the COROC portfolio acquisition and increases in vending and management income.

Property  operating  expenses  increased by $14.6  million,  or 51%, in the 2004
period as compared  to the 2003  period  and,  on a weighted  average GLA basis,
decreased $.49 per square foot from $5.66 to $5.17.  The dollar  increase is the
result of the  additional  operating  costs of the COROC  portfolio  in the 2004
period.  The decrease on a weighted  average GLA basis is due to expenses at the
COROC portfolio per square foot being lower than the  pre-acquisition  portfolio
average for the first nine months of 2004.

General and administrative  expenses increased $2.4 million, or 32%, in the 2004
period as compared to the 2003  period.  The  increase is  primarily  due to the
additional  employees  hired  as a  result  of  the  acquisition  of  the  COROC
portfolio.   However,   as  a  percentage   of  total   revenues,   general  and
administrative  expenses  decreased from 9% in the 2003 period to 7% in the 2004
period and, on a weighted  average  GLA basis,  decreased  from $1.46 per square
foot in the 2003 period to $1.17 per square foot in the 2004 period.

Depreciation  and amortization per weighted average GLA increased from $4.04 per
square  foot in the 2003  period to $4.70 per square foot in the 2004 period due
to certain  assets in the  acquisition  of the COROC  portfolio in December 2003
accounted  for under SFAS 141  "Business  Combinations"  ("FAS  141") which were
allocated  to  deferred  lease  costs  and  other  intangible  assets  which are
amortized over shorter lives than building costs.

Interest  expense  increased  $7.0  million,  or 35%,  during the 2004 period as
compared to the 2003 period due primarily to the assumption of $186.4 million of
cross-collateralized  debt  in  the  fourth  quarter  of  2003  related  to  the
acquisition of the COROC portfolio.

Equity in earnings from  unconsolidated  joint ventures increased  $160,000,  or
25%,  in the 2004  period  compared  to the 2003  period due to the TWMB  having
approximately  72,000 more square feet of GLA open in the 2004 period versus the
2003 period.

                                       21
<PAGE>

Consolidated  joint venture minority  interest  amounted to $20.4 million due to
the  allocation  of earnings to our joint  venture  partner with whom we own the
COROC  portfolio.  The COROC  portfolio was acquired in late December  2003. The
allocation  of  earnings  to our joint  venture  partner is based on a preferred
return on investment as opposed to their  ownership  percentage and  accordingly
has a significant impact on our earnings.

Discontinued  operations resulted in a loss of approximately $683,000 due mainly
to the  loss on sale of the  Dalton,  Georgia  property  in the 2004  period  of
approximately  $3.5 million offset by the gain on sale of the Clover and LLBean,
New Hampshire properties of approximately $2.1 million in the 2004 period. Also,
included in the 2003 period is the sale of the Martinsburg, West Virginia center
which was sold at a loss of approximately $735,000.

LIQUIDITY AND CAPITAL RESOURCES

Net cash  provided by operating  activities  was $61.1 million and $32.7 million
for the nine  months  ended  September  30,  2004 and  2003,  respectively.  The
increase in cash  provided  by  operating  activities  is due  primarily  to the
incremental  income  from the  COROC  acquisition  in  December  2003.  Net cash
provided by (used in) investing  activities was $10.4 million and ($7.6) million
during the first nine  months of 2004 and 2003,  respectively.  The  increase of
$18.0 million in cash  provided by investing  activities is primarily due to the
proceeds  received from sales of real estate  totaling $20.3  million.  Net cash
used in financing  activities  was $54.3  million and $26.0  million  during the
first  nine  months of 2004 and  2003,  respectively.  Cash  used for  financing
activities was higher in 2004 due primarily to increased  distributions  in 2004
compared  to  2003,  debt  repayments  and  distributions  paid to the  minority
interest partner in our  consolidated  joint venture offset by proceeds from the
sale of common shares by the Company.

Our consolidated cash balance increased $26.9 million from September 30, 2003 to
September 30, 2004 due  primarily  to: cash held in reserve at our  consolidated
joint venture, COROC; proceeds from the sales of our North Conway, New Hampshire
properties  and Dalton,  Georgia  property;  and the sale of four  outparcels of
undeveloped  land during the first nine months of 2004;  the proceeds from which
were used to help fund our  repayment  of the $47.5  million  of bond debt which
matured in October 2004.

Development and Dispositions

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

Pittsburgh, Pennsylvania

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

Charleston, South Carolina

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 370,000 square feet upon total build out with the
initial phase scheduled to open in 2006.

                                       22
<PAGE>

Wisconsin Dells, Wisconsin

We have begun the early development and leasing of a site located near Wisconsin
Dells,  Wisconsin.  We currently expect the center to be  approximately  300,000
square  feet upon total build out with the initial  phase  scheduled  to open in
2006.

Property Dispositions

In  September  2004,  we completed  the sale of our property  located in Dalton,
Georgia.  Net proceeds received from the sale of the property were approximately
$11.1 million.  We recorded a loss on sale of real estate of approximately  $3.5
million  which is included  in  discontinued  operations  for the three and nine
months ended September 30, 2004

In June 2004, we completed the sale of two non-core  properties located in North
Conway, New Hampshire.  Net proceeds received from the sales of these properties
were  approximately  $6.5 million.  We recorded a gain on sale of real estate of
approximately $2.1 million which is included in discontinued  operations for the
three and nine months ended September 30, 2004.

Outparcels

During the first nine months of 2004 we sold four outparcels of undeveloped land
at our Branson, Missouri; Westbrook, Connecticut;  Gonzales, Louisiana; and West
Branch, Michigan centers respectively.  Net proceeds received were approximately
$2.7  million and a gain of  approximately  $1.4  million was  recorded in other
income.

Joint Ventures

TWMB Associates, LLC

TWMB, an unconsolidated joint venture in which we have a 50% ownership interest,
consists  of one center  located in Myrtle  Beach,  South  Carolina.  We provide
operating, management, leasing and marketing services to the property for a fee.
During the second  quarter,  TWMB completed the  construction of a 78,000 square
foot third-phase  expansion of the Myrtle Beach center at an approximate cost of
$9.7 million.  As of September  30, 2004,  66,000 square feet were open with the
remainder of the stores scheduled to open during the fourth quarter of 2004. The
completion of this expansion brings the total GLA of the center to approximately
402,000 square feet. In conjunction  with the  construction of the center,  TWMB
maintains  a  construction  loan in the  amount  of $36.2  million  with Bank of
America,  NA (Agent) and SouthTrust  Bank due in September 2005. As of September
30, 2004, the construction loan had a balance of $34.0 million.

Deer Park Enterprise, LLC

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

                                       23
<PAGE>

COROC Holdings, LLC

COROC is a  consolidated  joint venture in which we own one-third and Blackstone
owns two-thirds of the joint venture. We provide operating,  management, leasing
and marketing  services to the  properties for a fee. COROC owns the Charter Oak
Partners'  portfolio of nine factory outlet centers totaling  approximately  3.3
million  square feet.  The joint  venture has  approximately  $184.1  million of
cross-collateralized  debt which has a stated,  fixed interest rate of 6.59% and
matures in July 2008.

There are buy/sell  agreements in each of the three above mention joint ventures
that can be triggered  under certain  circumstances.  Should any of these events
occur, there could be a material impact on our financial position.

Financing Arrangements

At September  30, 2004,  approximately  39% of our  outstanding  long-term  debt
represented  unsecured  borrowings and approximately 42% 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 September 30, 2004 was 7.61%.

The Dalton,  Georgia  property as  mentioned  above in  "Property  Dispositions"
served as collateral in a  cross-collateralized  mortgage with John Hancock Life
Insurance Company ("John Hancock") along with several other properties. Upon its
disposition,  the Dalton property was released as collateral and replaced with a
$6.4 million  standby letter of credit issued by Bank of America.  The letter of
credit  includes an issuance fee of 1.25%  annually.  The required amount of the
letter of credit  decreases  ratably over the remaining term of the John Hancock
mortgage  which  matures  in April  2009.  Throughout  the term of the letter of
credit,  its required amount serves as a reduction in the amount available under
our unsecured $50 million line of credit with Bank of America.

During  the third  quarter  of 2004,  we  obtained  an  additional  $25  million
unsecured  line of credit from  Citicorp  North  America,  Inc., a subsidiary of
Citigroup;  bringing  the  total  committed  unsecured  lines of  credit to $125
million. In addition, we completed the extension of the maturity dates on all of
our lines of credit  until June of 2007.  We also  obtained  the  release of two
properties  which had been securing  $53.5 million in mortgage  loans with Wells
Fargo Bank,  thus creating an unsecured  note with Wells Fargo Bank for the same
face amount.  Based on cash provided by operations,  existing credit facilities,
ongoing  negotiations  with certain  financial  institutions  and our ability to
issue debt or equity  subject  to market  conditions,  we  believe  that we have
access to the  necessary  financing  to fund the  planned  capital  expenditures
during 2004.

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


                                       24
<PAGE>


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  and  disposing of  outparcels  on
existing properties.

We  anticipate  that  adequate  cash will be available to fund our operating and
administrative  expenses,  regular debt service obligations,  and the payment of
distributions  in order for the Company to maintain  its status with Real Estate
Investment Trust ("REIT") requirements in both the short and long term. Although
we receive  most of our rental  payments on a monthly  basis,  distributions  to
unitholders  are made quarterly and interest  payments on the senior,  unsecured
notes are made semi-annually. Amounts accumulated for such payments will be used
in the interim to reduce the outstanding  borrowings under the existing lines of
credit or invested in short-term money markets or other suitable instruments.

On October 14, 2004, our Board of Trustees  declared a $.6250 cash  distribution
per common unit  payable on November  15, 2004 to each  unitholder  of record on
October 29, 2004.

Critical Accounting Policies and Estimates

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


                                       25
<PAGE>


Funds from Operations ("FFO")

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

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

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

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

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

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

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

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

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

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



                                       26
<PAGE>

     Below is a calculation of FFO for the three and nine months ended September
     30,  2004  and  2003  and  other  data for  those  respective  periods  (in
     thousands):
<TABLE>

                                                                             Three Months Ended           Nine Months Ended
                                                                                September 30,                September 30,
                                                                               2004     2003              2004          2003
  ---------------------------------------------------------------------- ------------ ------------ ------------ -------------
  Funds from Operations:
<S>                                                                         <C>           <C>          <C>           <C>
     Net income (loss)                                                      $(2,464)      $ 4,546      $ 3,364       $10,237
     Adjusted for:
        Minority interest adjustment - consolidated joint venture               314           ---           18           ---
        Depreciation and amortization
           attributable to discontinued operations                              106           351          554         1,191
        Depreciation and amortization uniquely significant to real estate -
          wholly owned                                                       13,986         6,670       38,985        20,150
        Depreciation and amortization uniquely significant to real estate -
          unconsolidated joint venture                                          351           287          955           808
        Loss on sale of real estate                                           3,544           ---        1,460           735
  ---------------------------------------------------------------------- ------------ ------------ ------------ -------------
           Funds from operations                                             $15,837      $11,854      $45,336       $33,121
  ---------------------------------------------------------------------- ------------ ------------ ------------ -------------

  Weighted average units outstanding (1)                                      16,705       13,615       16,611        13,410
  ---------------------------------------------------------------------- ------------ ------------ ------------ -------------
</TABLE>

(1)  Assumes the unit options and unvested restricted share awards are converted
     to common units.

Economic Conditions and Outlook

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

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

During 2004, we have approximately 1,790,000 square feet 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.

                                       27
<PAGE>

As of September 30, 2004, we have renewed  approximately  1,452,000 square feet,
or 81% of the square feet scheduled to expire in 2004. The existing tenants have
renewed at an average base rental rate approximately 6% higher than the expiring
rate.  We also  re-tenanted  approximately  420,000  square feet of vacant space
during the first nine months of 2004 at a 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 6.8% of our
combined  base  and  percentage  rental  revenues  for the  three  months  ended
September 30, 2004. Accordingly, we do not expect any material adverse impact on
our results of operations  and  financial  condition as a result of leases to be
renewed or stores to be re-leased.

As of  September  30,  2004 and 2003,  our  centers  were 96% and 95%  occupied,
respectively.   Consistent  with  our  long-term  strategy  of  re-merchandising
centers,  we will  continue  to hold space off the market  until an  appropriate
tenant is  identified.  While we  believe  this  strategy  will add value to our
centers in the long-term,  it may reduce our average occupancy rates in the near
term.

Sales at our outlet  centers  along the east  coast and the Gulf of Mexico  were
adversely  affected by the  hurricanes  in September of 2004.  Fortunately,  the
structural  damage  caused  by the  hurricanes  was  minimal  and  our  property
insurance  will  cover  the  vast  majority  of the  repair  work  that is being
completed  as well as lost  revenues  during the days the centers  were  closed.
Customer traffic at these centers,  particularly  our center in Foley,  Alabama,
however  continues  to be down  significantly.  We do not expect  this to have a
material impact on our financial results.

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.  During August 2004,
TWMB had an interest rate swap agreement  with a notional  amount of $19 million
expire.  Under this agreement,  TWMB received a floating  interest rate based on
the 30 day  LIBOR  index  and paid a fixed  interest  rate of  2.49%.  This swap
effectively  changed the  payment of  interest  on $19 million of variable  rate
construction debt to fixed rate debt for the contract period at a rate of 4.49%.
As of September 30, 2004, we had no interest rate swap agreements.

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 September 30, 2004 was $536.9 million and
its recorded  value was $511.5  million.  A 1% increase in  prevailing  interest
rates at September 30, 2004 would decrease the fair value of our total long-term
debt by  approximately  $8.2 million.  Fair values were  determined  from quoted
market prices, where available,  using current interest rates considering credit
ratings and the remaining terms to maturity.

                                       28
<PAGE>
Item 4. Controls and Procedures

The Chief  Executive  Officer,  Stanley K. Tanger,  and  Treasurer and Assistant
Secretary,  Frank C. Marchisello,  Jr., of Tanger GP Trust, sole general partner
of the registrant,  evaluated the  effectiveness of the registrant's  disclosure
controls and procedures on September 30, 2004  (Evaluation  Date), and concluded
that,  as of the  Evaluation  Date,  the  registrant's  disclosure  controls and
procedures were effective to ensure that  information the registrant is required
to disclose in its filings with the Securities and Exchange Commission under the
Securities  and  Exchange  Act of 1934 is recorded,  processed,  summarized  and
reported, within the time periods specified in the Commission's rules and forms,
and to ensure that information required to be disclosed by the registrant in the
reports that it files under the Exchange Act is accumulated and  communicated to
the  registrant's  management,  including  its principal  executive  officer and
principal  financial officer, as appropriate to allow timely decisions regarding
required disclosure.

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

                           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

10.1     Amended and Restated Employment  Agreement  for Stanley K. Tanger as of
         January 1, 2004. (Note 1)

10.2     Amended and Restated Employment  Agreement  for Steven B.  Tanger as of
         January 1, 2004. (Note 1)

10.3     Amended and Restated Employment Agreement for Frank C. Marchisello, Jr.
         as of January 1, 2004. (Note 1)


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.

                                       29
<PAGE>

     Notes to Exhibits:

     1.   Incorporated   by  reference   to  the   exhibits  to  the   Operating
          Partnership's Quarterly report on Form 10-Q for the quarter ended June
          30, 2004.

(b) Reports on Form 8-K

    None

                                   SIGNATURES


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


                                     TANGER PROPERTIES LIMITED PARTNERSHIP

                                     By:    Tanger GP Trust, its general partner


                                     By:   /s/ Frank C. Marchisello Jr.
                                           ----------------------------
                                           Frank C. Marchisello, Jr.
                                           Treasurer and Assistant Secretary


DATE: November 8, 2004


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<PAGE>


                                  Exhibit Index


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



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

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

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

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




                                       31