================================================================================
                                    FORM 10-Q

                       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 June 30, 1998

                                       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

                      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.)

          1400 West Northwood Street, Greensboro, North Carolina 27408
                    (Address of principal executive offices)
                                   (Zip code)

                                 (336) 274-1666
              (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___


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<PAGE>



                      TANGER PROPERTIES LIMITED PARTNERSHIP

                                      Index

                          Part I. Financial Information

                                                                     Page Number
Item 1.  Financial Statements (Unaudited)

           Statements of Operations
                For the three and six months ended June 30, 1998 and 1997     3

           Balance Sheets
                As of June 30, 1998 and December 31, 1997                     4

           Statements of Cash Flows
                For the three and six months ended June 30, 1998 and 1997     5

           Notes to Financial Statements                                      6

Item 2.  Management's Discussion and Analysis of Financial
                Condition and Results of Operations                           8



                           Part II. Other Information

Item 1.  Legal proceedings                                                   16

Item 6.  Exhibits and Reports on Form 8-K                                    16

Signatures                                                                   17



                                        2

<PAGE>


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

<TABLE>
<CAPTION>
                                                     Three Months Ended       Six Months Ended
                                                           June 30,               June 30,
                                                    --------------------    --------------------
                                                      1998        1997       1998         1997
                                                    --------    --------    --------    --------
                                                         (Unaudited)             (Unaudited)
<S>                                                 <C>         <C>         <C>         <C>     
REVENUES
   Base rentals                                     $ 16,469    $ 13,710    $ 32,124    $ 26,958
   Percentage rentals                                    381         305         875         703
   Expense reimbursements                              7,125       6,202      13,485      11,599
   Other income                                          375         239         672         421
                                                    --------    --------    --------    --------
        Total revenues                                24,350      20,456      47,156      39,681
                                                    --------    --------    --------    --------
EXPENSES
   Property operating                                  7,397       6,523      14,049      12,148
   General and administrative                          1,640       1,504       3,339       3,028
   Interest                                            5,433       3,957      10,225       7,779
   Depreciation and amortization                       5,545       4,615      10,679       8,904
                                                    --------    --------    --------    --------
        Total expenses                                20,015      16,599      38,292      31,859
                                                    --------    --------    --------    --------
Income before gain on sale of real estate
   and extraordinary item                              4,335       3,857       8,864       7,822
Gain on sale of real estate                             --          --           994        --
                                                    --------    --------    --------    --------
Income before and extraordinary item                   4,335       3,857       9,858       7,822
Extraordinary item - Loss on early extinguishment
   of debt                                              --          --          (460)       --
                                                    --------    --------    --------    --------
Net income                                             4,335       3,857       9,398       7,822
Income allocated to the limited partner               (1,070)     (1,043)     (2,350)     (2,150)
                                                    --------    --------    --------    --------
Income allocated to the general partner             $  3,265    $  2,814    $  7,048    $  5,672
                                                    ========    ========    ========    ========

Basic earnings per unit
   Income before extraordinary item                 $    .35    $    .34    $    .82    $    .71
   Extraordinary item                                   --          --          (.05)       --
                                                    --------    --------    --------    --------
   Net income                                       $    .35    $    .34    $    .77         .71
                                                    ========    ========    ========    ========
Diluted earnings per unit:
   Income before extraordinary item                 $    .35    $    .34    $    .80    $    .70
   Extraordinary item                                   --          --          (.04)       --
                                                    --------    --------    --------    --------
   Net income                                       $    .35    $    .34    $    .76    $    .70
                                                    ========    ========    ========    ========

Distributions paid per unit                         $    .60    $    .55    $   1.15    $   1.07
                                                    ========    ========    ========    ========
</TABLE>

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

                                        3

<PAGE>



                      TANGER PROPERTIES LIMITED PARTNERSHIP
                                 BALANCE SHEETS
                                 (In thousands)


                                                        June 30,    December 31,
                                                          1998          1997
                                                        ---------    ---------
                                                       (Unaudited)
ASSETS
   Rental property
        Land                                            $  49,036    $  48,059
        Buildings, improvements and fixtures              427,960      379,842
        Developments under construction                     3,457       26,807
                                                        ---------    ---------
                                                          480,453      454,708
        Accumulated depreciation                          (73,887)     (64,177)
                                                        ---------    ---------
             Rental property, net                         406,566      390,531
   Cash and cash equivalents                                2,872        3,607
   Deferred charges, net                                    8,707        8,651
   Other assets                                            14,109       12,789
                                                        ---------    ---------
        Total assets                                    $ 432,254    $ 415,578
                                                        =========    =========

LIABILITIES AND PARTNERS' EQUITY
Liabilities
   Long-term debt
        Senior, unsecured notes                         $ 150,000    $ 150,000
        Mortgages payable                                  73,434       74,050
        Lines of credit                                    33,400        5,000
                                                        ---------    ---------
                                                          256,834      229,050
   Construction trade payables                              6,924       12,913
   Accounts payable and accrued expenses                   11,112       13,090
                                                        ---------    ---------
        Total liabilities                                 274,870      255,053
                                                        ---------    ---------
Commitments
Partners' equity
   General partner                                        134,600      136,649
   Limited partner                                         22,784       23,876
        Total partners' equity                            157,384      160,525
                                                        ---------    ---------
             Total liabilities and partners' equity     $ 432,254    $ 415,578
                                                        =========    =========

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

                                        4

<PAGE>



                      TANGER PROPERTIES LIMITED PARTNERSHIP
                            STATEMENTS OF CASH FLOWS
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                   Six Months Ended
                                                                        June 30,
                                                                   1998        1997
                                                                 --------    --------
                                                                       (Unaudited)
<S>                                                              <C>         <C>
OPERATING ACTIVITIES
   Net income                                                    $  9,398    $  7,822
   Adjustments to reconcile net income to net cash provided by
     operating activities:
      Depreciation and amortization                                10,679       8,904
      Amortization of deferred financing costs                        542         504
      Loss on early extinguishment of debt                            460        --
      Gain on sale of real of estate                                 (994)       --
      Straight-line base rent adjustment                             (470)       (207)
      Compensation under Unit Option Plan                             168         169
   Increase (decrease) due to changes in:
      Other assets                                                 (1,160)       (485)
      Accounts payable and accrued expenses                        (1,978)       (150)
                                                                 --------    --------
           Net cash provided by operating activities               16,645      16,557
                                                                 --------    --------
INVESTING ACTIVITIES
   Acquisition of rental properties                               (17,000)    (18,000)
   Additions to rental properties                                 (16,298)    (23,010)
   Additions to deferred lease costs                               (1,313)     (1,015)
   Net proceeds from sale of real estate                            2,411        --
                                                                 --------    --------
           Net cash used in investing activities                  (32,200)    (42,025)
                                                                 --------    --------
FINANCING ACTIVITIES
   Cash distributions paid to partners                            (13,461)    (11,336)
   Proceeds from notes payable                                       --          --
   Repayments on notes payable                                       (616)       (564)
   Proceeds from revolving lines of credit                         56,190      61,875
   Repayments on revolving lines of credit                        (27,790)    (24,425)
   Additions to deferred financing costs                             (257)        (46)
   Proceeds from exercise of unit options                             754        --
                                                                 --------    --------
           Net cash provided by financing activities               14,820      25,504
                                                                 --------    --------
Net increase (decrease) in cash and cash equivalents                 (735)         36
Cash and cash equivalents, beginning of period                      3,607       2,567
                                                                 --------    --------
Cash and cash equivalents, end of period                         $  2,872    $  2,603
                                                                 ========    ========
</TABLE>

Supplemental schedule of non-cash investing activities:

     The  Operating  Partnership  purchases  capital  equipment and incurs costs
relating  to  construction  of  new  facilities,   including   tenant  finishing
allowances.  Expenditures included in construction trade payables as of June 30,
1998 and 1997 amounted to $6,924 and $13,226, respectively.

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

                                        5

<PAGE>



                      TANGER PROPERTIES LIMITED PARTNERSHIP
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1998
              (In thousands, except per unit and square feet data)
                                   (Unaudited)

1.   Interim Financial Statements

     The   unaudited   Financial   Statements  of  Tanger   Properties   Limited
     Partnership,   a  North  Carolina   limited   partnership  (the  "Operating
     Partnership"), have been prepared pursuant to generally accepted accounting
     principles and should be read in conjunction with the Financial  Statements
     and Notes  thereto of the  Operating  Partnership's  Annual  Report on Form
     10-K, for the year ended December 31, 1997.  Certain  information  and note
     disclosures   normally  included  in  financial   statements   prepared  in
     accordance  with  generally  accepted   accounting   principles  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   Financial   Statements   reflect,  in  the  opinion  of
     management,  all  adjustments  necessary  for a  fair  presentation  of the
     interim  financial  statements.  All such  adjustments  are of a normal and
     recurring nature.

2.   Acquisitions, Dispositions and Development of Rental Properties

     On March 31, 1998, the Operating  Partnership  completed the acquisition of
     Dalton Factory  Stores,  a factory  outlet center in Dalton,  GA containing
     approximately  173,000  square  feet,  for an aggregate  purchase  price of
     $17,000.  The  acquisition  was  accounted  for using the  purchase  method
     whereby the purchase price was allocated to assets  acquired based on their
     fair values.  The results of operations of the acquired  property have been
     included in the results of operations since the acquisition date.

     On March 31, 1998, the Operating Partnership also completed the sale of its
     8,000 square foot, single tenant property in Manchester,  VT for $1,850 and
     the sale of two  outparcels at other  centers for sales prices  aggregating
     $690.  As  a  result  of  these  dispositions,  the  Operating  Partnership
     recognized  a gain on sale of real estate of $994 for the six months  ended
     June 30, 1998.

     During the first six months,  the Operating  Partnership  placed in service
     the related assets of the expansions which were  significantly  underway at
     December 31, 1997 totaling  approximately 297,000 square feet. As a result,
     the balance sheet caption  Developments under  Construction  decreased from
     $26,807 as of December  31, 1997 to $3,457 at June 30,  1998.  In addition,
     the Operating  Partnership has begun construction on additional  expansions
     to the properties in Branson,  MO (25,000 square feet) and Sevierville,  TN
     (96,000  square  feet).   Commitments  to  complete   construction  of  the
     expansions  to  the  existing  properties  and  other  capital  expenditure
     requirements  amounted to approximately $800 at June 30, 1998.  Commitments
     for construction  represent only those costs  contractually  required to be
     paid by the Operating Partnership.

     Interest costs  capitalized  during the three months ended June 30,1998 and
     1997  amounted  to $63 and $651,  respectively,  and  during the six months
     ended June 30, 1998 and 1997 amounted to $399 and $1,052, respectively.



                                        6

<PAGE>



3.   Long-Term Debt

     During the first six months, the Operating  Partnership  amended certain of
     its unsecured lines of credit to increase the maximum borrowing capacity by
     an aggregate  amount of $25,000.  In addition,  the  Operating  Partnership
     terminated  its $50,000  secured  line of credit and  expensed  the related
     unamortized deferred financing costs,  recognizing an extraordinary loss of
     $460 in the accompanying statements of operations.

     At June 30, 1998, the Operating  Partnership  had revolving lines of credit
     with an  unsecured  borrowing  capacity of $100,000,  of which  $66,600 was
     available for additional borrowings.

4.   Income 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,  which the Operating  Partnership
     adopted in its financial statements for the year ended December 31, 1997.

<TABLE>
<CAPTION>
                                                           Three Months Ended       Six Months Ended
                                                                June 30,                June 30,
                                                            1998        1997        1998        1997
                                                          --------    --------    --------    --------
<S>                                                       <C>         <C>         <C>         <C>     
Basic earnings per unit
   Income before extraordinary item                       $  4,335    $  3,857    $  9,858    $  7,822
   Less: Preferred Unit distributions                         (484)       (496)       (952)       (908)
                                                          --------    --------    --------    --------
   Income available to the general and limited partners   $  3,851    $  3,361    $  8,906    $  6,914
   Weighted average partnership Units                       10,917       9,776      10,904       9,758
                                                          --------    --------    --------    --------
        Basic earnings per unit                           $    .35    $    .34    $    .82    $    .71
                                                          ========    ========    ========    ========
Diluted earnings per unit
   Income before extraordinary item                       $  4,335    $  3,857    $  9,858    $  7,822
   Less: Preferred Unit distributions                         (484)       (496)       (952)       (908)
                                                          --------    --------    --------    --------
   Income available to the general and limited partners   $  3,851    $  3,361    $  8,906    $  6,914
                                                          --------    --------    --------    --------
   Units:
        Weighted average partnership Units                  10,917       9,776      10,904       9,758
        Effect of outstanding Unit options                     189          72         183          67
                                                          --------    --------    --------    --------
        Weighted average partnership Units plus
            assumed conversions                             11,106       9,848      11,087       9,825
                                                          --------    --------    --------    --------
        Diluted earnings per unit                         $    .35    $    .34    $    .80    $    .70
                                                          ========    ========    ========    ========
</TABLE>

     For the three and six months ended June 30,  1997,  120 options to purchase
     partnership  Units were excluded from the  computation of diluted  earnings
     per unit  because the exercise  price was greater  than the average  market
     price,  assumed to be  equivalent  to the price of the Common Shares of the
     general  partner.  No options to purchase  partnership  units were excluded
     from the  computation  of diluted  earnings  per unit for the three and six
     months ended June 30, 1998. The assumed  conversion of the Preferred  Units
     as of the beginning of the year would have been anti-dilutive.



                                        7

<PAGE>



     At June 30, 1998 and  December  31, 1997,  the  ownership  interests of the
     Operating Partnership consisted of the following:

                                                     June 30,      December 31,
                                                       1998           1997
                                                    ----------     ----------

     Preferred Units, held by the general partner       89,310         90,689
                                                    ==========     ==========
     Partnership Units:
       General partner                               7,897,878      7,853,936
       Limited partner                               3,033,305      3,033,305
                                                    ----------     ----------
          Total                                     10,931,183     10,887,241
                                                    ==========     ==========


5.   Subsequent Events

     On July 31, 1998, the Operating  Partnership  completed the  acquisition of
     Sanibel  Factory  Stores,  a factory  outlet  center  on the Gulf  coast of
     Florida  between  Fort Myers and Sanibel  Island  containing  approximately
     186,000 square feet, for a purchase price of $27.650.  The acquisition will
     be accounted for using the purchase  method  whereby the purchase  price is
     allocated to assets  acquired based on their fair values.  The  acquisition
     was financed primarily with additional  borrowings under available lines of
     credit.



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

CAUTIONARY STATEMENTS

Certain  statements  contained  in  the  discussion  below,  including,  without
limitation,   statements   containing  the  words   "believes,"   "anticipates,"
"expects," and words of similar import, constitute "forward-looking  statements"
within  the  meaning  of  the  Private  Securities  Reform  Act  of  1995.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Operating Partnership,  or industry results, to be materially different from
any future  results,  performance or  achievements  expressed or implied by such
forward-looking  statements.  Such factors include, among others, the following:
the  effects  of  future  events  on  the  Operating   Partnership's   financial
performance;  the risk that the Operating Partnership may not be able to finance
its planned development,  acquisition and expansion activities; risks related to
the retail industry in which the Operating Partnership's outlet centers 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 the  Operating  Partnership's
development,  acquisition  and expansion  activities,  such as the potential for
cost overruns,  delays and lack of predictability  with respect to the financial
returns  associated  with these  development  activities;  the risk of potential
increase in market interest rates from current rates; 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 the  Operating  Partnership's
properties; and the risks that a significant number of tenants may become unable
to meet their lease obligations or that the Operating  Partnership may be unable
to renew or re-lease a  significant  amount of available  space on  economically
favorable terms. Given these  uncertainties,  current and prospective  investors
are cautioned not to place undue  reliance on such  forward-looking  statements.
The Operating Partnership disclaims any obligation to update any such factors or
to publicly  announce the result of any revisions to any of the  forward-looking
statements contained herein to reflect future events or developments.

                                        8

<PAGE>



OVERVIEW

The discussion and analysis of the financial condition and results of operations
should be read in conjunction  with the Financial  Statements and Notes thereto.
Historical  results and percentage  relationships set forth in the Statements of
Operations,  including trends which might appear, are not necessarily indicative
of future operations.

The discussion of the Operating  Partnership's results of operations reported in
the  Statements of  Operations  compares the three and six months ended June 30,
1998 with the three and six months  ended  June 30,  1997.  Certain  comparisons
between the periods are also 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  since GLA is not reduced when original  occupied
space subsequently becomes vacant.

The Operating Partnership continues to grow principally through acquisitions and
expansions of existing factory outlet centers.  On March 31, 1998, the Operating
Partnership completed the acquisition of Dalton Factory Stores, a factory outlet
center in Dalton,  GA,  containing  approximately  173,000  square feet,  for an
aggregate  purchase  price of $17  million.  On March 31,  1998,  the  Operating
Partnership  also  completed  the sale of its 8,000 square foot,  single  tenant
property in Manchester, VT for $1.85 million.

During the first six months,  the  Operating  Partnership  placed in service the
related assets of the expansions which were  significantly  underway at December
31, 1997 totaling  approximately  297,000 square feet. As a result,  the balance
sheet caption Developments under Construction decreased from $26.8 million as of
December 31, 1997 to $3.5 million at June 30, 1998.  In addition,  the Operating
Partnership has begun construction on additional expansions to the properties in
Branson, MO (25,000 square feet) and Sevierville, TN (96,000 square feet).


                                        9

<PAGE>



A summary of the operating  results for three and six months ended June 30, 1998
and 1997,  calculated  on a weighted  average  GLA basis,  is  presented  in the
following table.

<TABLE>
<CAPTION>
                                              Three Months Ended      Six Months Ended
                                                   June 30,               June 30,
                                              1998        1997        1998        1997
                                            ---------   ---------   ---------   ---------
<S>                                         <C>         <C>         <C>         <C>      
GLA at end of period (000's)                    4,734       3,993       4,734       3,993
Weighted Average GLA(a) (000's)                 4,729       3,917       4,615       3,850
Outlet centers in operation                        30          28          30          28
New centers opened                                 --          --          --          --
New centers acquired                               --          --           1           1
Centers sold                                       --          --           1          --
Centers expanded                                   --           1          --           1
States operated in at end of period                22          22          22          22

     Per square foot
Revenues
     Base rentals                           $    3.48   $    3.50   $    6.96   $    7.00
     Percentage rentals                           .08         .08         .19         .18
     Expense reimbursements                      1.51        1.58        2.92        3.01
     Other income                                 .08         .06         .15         .11
                                            ---------   ---------   ---------   ---------
          Total revenue                          5.15        5.22       10.22       10.30
                                            ---------   ---------   ---------   ---------
Expenses
     Property operating                          1.56        1.67        3.04        3.16
     General and administrative                   .35         .38         .72         .79
     Interest                                    1.15        1.01        2.22        2.02
     Depreciation and amortization               1.17        1.18        2.31        2.31
                                            ---------   ---------   ---------   ---------
          Total expenses                         4.23        4.24        8.29        8.28
                                            ---------   ---------   ---------   ---------
Income before gain on sale of real estate
   and extraordinary item                   $    0.92   $    0.98   $    1.93   $    2.02
                                            =========   =========   =========   =========
</TABLE>

(a)  GLA weighted by months of operations.  GLA is not adjusted for fluctuations
     in occupancy as it is not reduced when original occupied space subsequently
     becomes vacant.


RESULTS OF OPERATIONS

Comparison  of the three  months  ended June 30, 1998 to the three  months ended
June 30, 1997

Base rentals increased $2.8 million, or 20%, in the 1998 period when compared to
the same  period in 1997  primarily  as a result of a 21%  increase  in weighted
average GLA. The increase in weighted  average GLA is due to the acquisitions in
October 1997 (180,000 square feet) and March 1998 (173,000 square feet), as well
as  expansions  completed in the fourth  quarter of 1997 and first quarter 1998.
The  decrease  in base  rentals  per  weighted  average GLA of $.02 in the three
months  ended June 30, 1998  compared to the same  period in 1997  reflects  the
impact of these  acquisitions,  which  collectively  have a lower  average  base
rental rate per square

                                       10

<PAGE>



foot.  Base rentals per  weighted  average GLA,  excluding  these  acquisitions,
during the 1998 period  remained  level with the 1997 period at $3.50 per square
foot.

Percentage  rentals,  which represent revenues based on a percentage of tenants'
sales volume above predetermined  levels (the "breakpoint"),  increased $76,000,
or 25%, due primarily to the expansions completed in 1997. On a weighted average
GLA basis, percentage rentals were level with the prior year.

Expense reimbursements, which represent the contractual recovery from tenants of
certain  common  area  maintenance,   insurance,   property  tax,   promotional,
advertising and management expenses generally  fluctuates  consistently with the
reimbursable   property  operating   expenses  to  which  it  relates.   Expense
reimbursements,  expressed  as a  percentage  of  property  operating  expenses,
increased slightly from 95% in the 1997 period to 96% in the 1998 period.

Property operating expenses increased by $874,000, or 13%, in the 1998 period as
compared to the 1997 period but, on a weighted average GLA basis, decreased $.11
per  square  foot to $1.56 from  $1.67.  The  decrease  was  primarily  due to a
decrease in expenses for advertising  and promotion and common area  maintenance
incurred during the 1998 period compared to the 1997 period.

General  and  administrative  expenses  increased  $136,000,  or 9%, in the 1998
quarter as compared to the 1997 quarter.  As a percentage  of revenues,  general
and  administrative  expenses  decreased in the 1998 period compared to the 1997
period from 7.4% to 6.7%,  and on a weighted  average GLA basis,  decreased $.03
per square foot to $.35 in 1998.

Interest  expense  increased  $1.5 million during the 1998 period as compared to
the 1997 period due to higher average  borrowings  outstanding during the period
and due to less  interest  capitalized  during the 1998  period as a result of a
decrease in ongoing construction  activity relative to the 1997 period.  Average
borrowings have increased principally to finance the acquisitions and expansions
to existing  centers (see "Overview"  above).  Depreciation and amortization per
weighted  average GLA decreased  slightly from $1.18 per square foot in the 1997
period to $1.17 per square foot in the 1998 period.

Comparison  of the six months  ended June 30, 1998 to the six months  ended June
30, 1997

Base rentals increased $5.2 million, or 19%, in the 1998 period when compared to
the same  period in 1997  primarily  as a result of a 20%  increase  in weighted
average GLA. The increase in weighted  average GLA is due to the acquisitions in
February 1997 (approximately  123,000 square feet), October 1997 (180,000 square
feet) and March 1998 (173,000 square feet),  as well as expansions  completed in
the fourth  quarter of 1997 and first quarter 1998. The decrease in base rentals
per weighted average GLA of $.04 in the first six months of 1998 compared to the
same  period  in  1997  reflects  the  impact  of  these   acquisitions,   which
collectively have a lower average base rental rate per square foot. Base rentals
per weighted average GLA, excluding these  acquisitions,  during the 1998 period
remained level with the 1997 period at $7.00 per square foot.

Percentage  rentals  increased  $172,000,  or 24%, due to the  acquisitions  and
expansions  completed  in 1997.  On a weighted  average  GLA  basis,  percentage
rentals increased slightly from $.18 to $.19 per square foot. For the six months
ended June 30, 1998, reported same-store sales,  defined as the weighted average
sales per square foot reported by tenants for stores open since January  1,1997,
were level with that of the  previous  year.  Total tenant sales for all centers
increased  approximately  21% for the first six  months in 1998 to $422  million
compared to $348 million for the same period in 1997.



                                       11

<PAGE>



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,
remained level at 96% in each of the 1998 and 1997 periods.

Property  operating  expenses  increased  by $1.9  million,  or 16%, in the 1998
period as compared  to the 1997  period  but,  on a weighted  average GLA basis,
decreased  $.12 per square foot to $3.04 from $3.16.  The  decrease is primarily
due  to  improved  operating   efficiencies  and  lower  other  non-reimbursable
operating costs per square foot.

General and  administrative  expenses  increased  $311,000,  or 10%, in the 1998
quarter as compared to the 1997 quarter.  As a percentage  of revenues,  general
and administrative expenses decreased from approximately 7.6% of revenues in the
1997 period to 7.1% in the 1998  period  and,  on a weighted  average GLA basis,
decreased $.07 per square foot to $.72 in 1998.

Interest  expense  increased  $2.4 million during the 1998 period as compared to
the 1997 period due to higher average  borrowings  outstanding during the period
and due to less  interest  capitalized  during the 1998  period as a result of a
decrease in ongoing construction  activity relative to the 1997 period.  Average
borrowings have increased principally to finance the acquisitions and expansions
to existing  centers (see "Overview"  above).  Depreciation and amortization per
weighted  average GLA remained  level in the 1998 period when  compared with the
1997 period at $2.31 per square foot.

The  gain on sale  of real  estate  for the  six  months  ended  June  30,  1998
represents  the  sale  of an  8,000  square  foot,  single  tenant  property  in
Manchester, VT for $1.85 million and the sale of two outparcels at other centers
for sales prices aggregating $690,000.

The  extraordinary  loss for the six months  ended June 30,  1998  represents  a
write-off of the unamortized  deferred financing costs due to the termination of
a $50 million secured line of credit.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating  activities  was  approximately  $16.6 million in
each of the six month  periods ended June 30, 1998 and 1997,  respectively.  Net
cash used in investing activities amounted to $32.2 and $42.0 million during the
first six  months of 1998 and 1997,  respectively,  reflecting  lower  levels of
construction  activity in the 1998 period  compared to the 1997 period.  The net
decrease in the 1998 period is also  attributable to the proceeds  received from
the sale of one  factory  outlet  center  and two  outparcels  located  at other
existing centers. Net cash from financing activities amounted to $14.8 and $25.5
million  during  the first six  months of 1998 and 1997,  respectively,  and has
decreased  consistently  with the capital needs of the current  acquisition  and
expansion  activity.  The net  decrease  of $10.7  million  in the  1998  period
compared with the 1997 period also reflects  additional  distributions paid as a
result of additional  partnership Units outstanding and a $.08 per unit increase
in the quarterly distributions to unitholders.

During the first six months,  the  Operating  Partnership  placed in service the
related assets of the expansions which were  significantly  underway at December
31, 1997 totaling  approximately  297,000 square feet. As a result,  the balance
sheet caption Developments under Construction decreased from $26.8 million as of
December 31, 1997 to $3.5 million at June 30, 1998.  In addition,  the Operating
Partnership has begun construction on additional expansions to the properties in
Branson,  MO (25,000  square feet) and  Sevierville,  TN (96,000  square  feet).
Commitments  to  complete   construction  of  the  expansions  to  the  existing
properties

                                       12

<PAGE>



and other capital expenditure requirements amounted to approximately $800,000 at
June  30,  1998.   Commitments  for  construction  represent  only  those  costs
contractually required to be paid by the Operating Partnership.

The  Operating  Partnership  also is in the  process  of  developing  plans  for
additional expansions and new centers for completion in 1999 and beyond and will
consider other  acquisitions that are suitable for its portfolio.  The Operating
Partnership  is  continuing  the  preleasing  of two  planned  sites  located in
Concord,  North Carolina (Charlotte) and Romulus,  Michigan (Detroit).  However,
there can be no assurance that any of these anticipated or planned  developments
or expansions will be started or completed as scheduled, or that any development
or expansion will result in accretive funds from  operations.  In addition,  the
Operating Partnership regularly evaluates  acquisition  proposals,  engages from
time to time in negotiations  for  acquisitions  and may from time to time enter
into letters of intent for the purchase of properties. No assurance can be given
that any of the prospective  acquisitions  that are being evaluated or which are
subject  to a letter of intent  will be  consummated,  or if  consummated,  will
result in accretive funds from operations.

Management intends to continually have access to the capital resources necessary
to  expand  and  develop  its  business  and,  accordingly,  may seek to  obtain
additional  funds  through  equity  offerings or debt  financing.  The Operating
Partnership,   together  with  the  general   partner,   have  an  active  shelf
registration  with the SEC  providing  for the issuance of up to $100 million in
additional equity securities and $100 million in additional debt securities.  In
addition,  the Operating  Partnership  maintains revolving lines of credit which
provide for unsecured  borrowings of up to $100 million,  of which $66.6 million
was available for additional  borrowings as of June 30, 1998. Subsequent to June
30, 1998, the Operating Partnership used a portion of these available borrowings
to finance the acquisition of Sanibel  Factory Stores,  which was acquired for a
purchase price of $27.65 million.  Based on existing credit facilities,  ongoing
negotiations with certain  financial  institutions and funds available under the
shelf  registration,  management  believes  that the Operating  Partnership  has
access  to the  necessary  financing  to  fund  the  planned  remaining  capital
expenditures during 1998.

Management  is   continuing   its  strategy  of   unencumbering   the  Operating
Partnership's  real  estate  assets to improve  its access to capital  with more
favorable  interest  rates.  During the first six months of 1998,  the Operating
Partnership  terminated a $50 million  secured line of credit and  increased the
unsecured lines of credit by $25 million. At June 30, 1998, approximately 71% of
the   outstanding   long-term   debt   represented   unsecured   borrowings  and
approximately  78% of the  Operating  Partnership's  real estate  portfolio  was
unencumbered. The weighted average interest rate on debt outstanding on June 30,
1998 was 8.4%.

The Operating  Partnership  anticipates  that adequate cash will be available to
fund  its  operating   and   administrative   expenses,   regular  debt  service
obligations,   and  the  payment  of   distributions  in  accordance  with  REIT
requirements in both the short and long term. Although the Operating Partnership
receives most of its rental payments on a monthly basis,  distributions are made
quarterly.  Amounts  accumulated  for  distribution  will be used to reduce  the
outstanding  borrowings  under  the  existing  lines of credit  or  invested  in
short-term money market or other suitable instruments.  Certain of the Operating
Partnership's  debt agreements or instruments limit the payment of distributions
such that  distributions  will not exceed  funds  from  operations  ("FFO"),  as
defined  in the  agreements,  on an annual  basis or 95% of FFO on a  cumulative
basis from the date of the agreement.

On July 9, 1998, the Board of Directors of the general  partner  declared a $.60
cash  distribution  per  partnership  Unit  payable on August  14,  1998 to each
unitholder  of record on July 30,  1998.  The Board of  Directors of the general
partner also declared a cash  distribution  of $.5406 per preferred  partnership
Unit payable on August 14, 1998 to each  preferred  unitholder of record on July
30, 1998.


                                       13

<PAGE>



NEW ACCOUNTING PRONOUNCEMENTS

In June 1997, the Financial  Accounting Standards Board ("FASB") issued SFAS No.
131, " Disclosures  about  Segments of an Enterprise  and Related  Information."
SFAS No. 131 requires  public  business  enterprises to adopt its provisions for
fiscal  years   beginning  after  December  15,  1997,  and  to  report  certain
information about operating segments in complete sets of financial statements of
the enterprise issued to unitholders.  Segment disclosures will also be required
in interim financial statements beginning in the second year of application. The
Operating  Partnership  is  evaluating  the  provisions of SFAS No. 131, and has
determined  the  impact,  if  any,  will  not be  significant  to the  financial
statements.

In May 1998,  the Emerging  Issues Task Force of the FASB reached a consensus on
Issue 98-9,  "Accounting for Contingent Rent in Interim Financial Periods".  The
consensus  states that a lessor should defer  recognition  of contingent  rental
income until  specified  targets that trigger the contingent rent are met. Since
the Operating  Partnership  is  currently,  and has  historically  followed this
practice  when  recognizing  percentage  rental  income,  the  adoption  of this
consensus is expected to have no impact on the Operating  Partnership's  current
accounting practices.

On June 15, 1998, the FASB issued  Statement of Financial  Accounting  Standards
No. 133,  "Accounting  for Derivative  Instruments  and Hedging  Activities (FAS
133). FAS 133 is effective for all fiscal quarters of all fiscal years beginning
after  June 15,  1999.  FAS 133  requires  that all  derivative  instruments  be
recorded on the balance sheet at their fair value.  Changes in the fair value of
derivatives are recorded each period in current earnings or other  comprehensive
income,  depending  on whether a  derivative  is  designated  as part of a hedge
transaction  and,  if it is,  the  type  of  hedge  transaction.  The  Operating
Partnership  anticipates that, due to its limited use of derivative instruments,
the  adoption  of FAS 133 will not have a  significant  effect on the  Operating
Partnership's results of operations or its financial position.

FUNDS FROM OPERATIONS

Management  believes that to facilitate a clear  understanding of the historical
operating  results of the  Operating  Partnership,  FFO should be  considered in
conjunction with net income as presented in the unaudited  financial  statements
included  elsewhere  in this  report.  FFO is  presented  because it is a widely
accepted  financial  indicator used by certain investors and analysts to analyze
and compare one equity real estate investment trust ("REIT") with another on the
basis of operating  performance.  FFO is generally defined as net income (loss),
computed in accordance with generally  accepted  accounting  principles,  before
extraordinary items and gains (losses) on sale of properties,  plus depreciation
and amortization  uniquely significant to real estate. The Operating Partnership
cautions that the  calculation of FFO may vary from entity to entity and as such
the  presentation  of FFO by the Operating  Partnership may not be comparable to
other  similarly  titled  measures of other  reporting  companies.  FFO does not
represent  net  income or cash flow from  operations  as  defined  by  generally
accepted  accounting  principles  and should not be considered an alternative to
net income as an indication of operating  performance or to cash from operations
as a measure  of  liquidity.  FFO is not  necessarily  indicative  of cash flows
available to fund distributions to unitholders and other cash needs.


                                       14

<PAGE>



Below is a  computation  of FFO for the three and six months ended June 30, 1998
and 1997 as well as actual  cash flow and other  data for  applicable  reporting
periods:

<TABLE>
<CAPTION>
                                                       Three months ended     Six months ended
                                                           June 30                June 30
                                                      -------------------   --------------------
                                                        1998       1997       1998        1997
                                                      --------   --------   --------    --------
                                                                    (In thousands)
<S>                                                   <C>        <C>        <C>         <C>
Income before gain on sale or real estate
   and extraordinary item                             $  4,335   $  3,857   $  8,864    $  7,822
Adjusted for depreciation and amortization uniquely
   significant to real estate                            5,503      4,574     10,589       8,811
                                                      --------   --------   --------    --------
Funds from operations                                 $  9,838   $  8,431   $ 19,453    $ 16,633
                                                      ========   ========   ========    ========
Diluted weighted average units outstanding(1)           11,912     10,666     11,897      10,662
                                                      ========   ========   ========    ========
Cash flows provided by (used in):
   Operating activities                                                     $ 16,645    $ 16,557
   Investing activities                                                     ($32,200)   ($42,025)
   Financing activities                                                     $ 14,820    $ 25,504
</TABLE>

(1)  Assumes the  preferred  units and the Unit options are converted to general
     partnership Units.

ECONOMIC CONDITIONS AND OUTLOOK

Substantially  all of the  Operating  Partnership's  leases  contain  provisions
designed to mitigate the impact of inflation.  Such  provisions  include clauses
for the escalation of base rent and clauses  enabling the Operating  Partnership
to receive percentage rentals based on tenants' gross sales (above predetermined
levels,   which  the  Operating   Partnership  believes  often  are  lower  than
traditional retail industry  standards) which 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,
advertising and promotion,  thereby reducing  exposure to increases in costs and
operating expenses resulting from inflation.

Approximately  168,000  square  feet  of  space  is up for  renewal  during  the
remaining  part of 1998 and  approximately  733,000 square feet will come up for
renewal in 1999. In addition, 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.  There can be no assurance  that any tenant whose lease expires will renew
such  lease  or  that  renewals  or  terminated   leases  will  be  released  on
economically  favorable  terms.  Also,  certain tenants have  requested,  or may
request,  and  management  may grant,  from time to time, a reduction in rent to
remain in operation.

The Operating Partnership's portfolio is currently 97% leased. Existing tenants'
sales have  remained  stable and  renewals by  existing  tenants  have  remained
strong.  In addition,  the  Operating  Partnership  has continued to attract and
retain additional tenants.  The Operating  Partnership's  factory outlet centers
typically include well known, national,  brand name companies.  By maintaining a
broad  base  of  credit  tenants  and  a  geographically  diverse  portfolio  of
properties located across the United States, the Operating  Partnership  reduces
its operating and leasing risks. No one tenant (including  affiliates)  accounts
for more than 10% of the Operating  Partnership's  combined base and  percentage
rental revenues. Accordingly,  management currently does not expect any material
adverse impact on the Operating Partnership's results of operation and financial
condition as a result of leases to be renewed or stores to be released.



                                       15

<PAGE>



The Operating  Partnership has evaluated its computer  systems and  applications
for potential  software  failures as a result of  recognizing  the year 2000 and
beyond.  Most of the systems are  compliant  with the year 2000, or will be with
normal upgrades currently available to the Operating Partnership. Therefore, the
Operating  Partnership  believes  the costs to bring the  remaining  systems and
applications   in  compliance  will  be   insignificant.   While  the  Operating
Partnership  believes its planning efforts are adequate to address its Year 2000
concerns, there can be no guarantee that the systems of other companies on which
the Operating  Partnership's  systems and operations rely will be converted on a
timely basis and will not have a material effect on the Operating  Partnership's
results of operations or financial condition.

CONTINGENCIES

There are no recorded amounts resulting from environmental  liabilities as there
are no known material loss contingencies with respect thereto. Future claims for
environmental liabilities are not measurable given the uncertainties surrounding
whether  there  exists a basis for any such  claims to be  asserted  and, if so,
whether any claims  will,  in fact,  be asserted.  Furthermore,  no condition is
known to exist that would give rise to a material  environmental  liability  for
site restoration,  post-closure and monitoring commitments,  or other costs that
may be incurred upon the sale or disposal of a property. Management has no plans
to abandon  any of the  properties  and is unaware  of any other  material  loss
contingencies.

                           PART II. OTHER INFORMATION

Item 1.       Legal Proceedings

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


Item 6.       Exhibits and Reports on Form 8-K

 None

















                                       16

<PAGE>


                                   SIGNATURES


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


                              TANGER PROPERTIES LIMITED PARTNERSHIP

                              By:       Tanger Factory Outlet Centers, Inc.,
                                        its general partner


                              By:        /s/  FRANK C. MARCHISELLO, JR.
                                        ----------------------------------------
                                        Frank C. Marchisello, Jr.
                                        Vice President, Chief Financial Officer



DATED:   August 10, 1998


                                       17