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 June 30, 2002

                                       OR

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

                        For the transition period from to

                            Commission File Numbers:

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

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

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

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

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



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

                                       1
<PAGE>

                      TANGER PROPERTIES LIMITED PARTNERSHIP

                                      Index

                          Part I. Financial Information

                                                                     Page Number

Item 1. Financial Statements (Unaudited)

         Statements of Operations
           For the three and six months ended June 30, 2002 and 2001      3

         Balance Sheets
           As of June 30, 2002 and December 31, 2001                      4

         Statements of Cash Flows
           For the six months ended June 30, 2002 and 2001                5

         Notes to Financial Statements                                    6

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



                           Part II. Other Information

Item 1. Legal proceedings                                                22

Item 6. Exhibits and Reports on Form 8-K                                 22

Signatures                                                               23



                                       2
<PAGE>

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

                                                                                  Three Months Ended         Six Months Ended
                                                                                     June 30,                      June 30,
                                                                                 2002         2001             2002        2001
--------------------------------------------------------------------------------------------------------------------------------
                                                                                   (unaudited)                 (unaudited)
REVENUES
<S>                                                                          <C>          <C>              <C>         <C>
  Base rentals                                                               $ 18,540     $ 18,164         $ 36,729    $ 36,042
  Percentage rentals                                                              581          499            1,178         850
  Expense reimbursements                                                        7,333        7,587           14,635      15,045
  Other income                                                                    508          557            1,081       1,077
--------------------------------------------------------------------------------------------------------------------------------
       Total revenues                                                          26,962       26,807           53,623      53,014
--------------------------------------------------------------------------------------------------------------------------------
EXPENSES
  Property operating                                                            8,677        8,844           17,334      17,427
  General and administrative                                                    2,092        2,016            4,367       4,085
  Interest                                                                      7,118        7,658           14,247      15,291
  Depreciation and amortization                                                 7,116        6,836           14,199      13,958
--------------------------------------------------------------------------------------------------------------------------------
       Total expenses                                                          25,003       25,354           50,147      50,761
--------------------------------------------------------------------------------------------------------------------------------
Income from continuing operations                                               1,959        1,453            3,476       2,253
Discontinued operations (including gain on sale of $460 in 2002)                  760          310            1,070         620
--------------------------------------------------------------------------------------------------------------------------------
Income before extraordinary item                                                2,719        1,763            4,546       2,873
Extraordinary item - Loss on early extinguishment of debt                         ---          ---              ---        (180)
--------------------------------------------------------------------------------------------------------------------------------
Net income                                                                      2,719        1,763            4,546       2,693
Less applicable preferred unit distributions                                     (442)        (443)            (886)       (885)
--------------------------------------------------------------------------------------------------------------------------------
Income available to common unitholders                                          2,277        1,320            3,660       1,808
Income allocated to limited partners                                            2,246        1,302            3,610       1,783
--------------------------------------------------------------------------------------------------------------------------------
Income allocated to general partner                                              $ 31         $ 18             $ 50        $ 25
================================================================================================================================

Basic earnings per common unit:
Income from continuing operations                                               $ .14        $ .09            $ .23       $ .12
Net income                                                                      $ .21        $ .12            $ .33       $ .16
================================================================================================================================

Diluted earnings per common unit:
Income from continuing operations                                               $ .13        $ .09            $ .23       $ .12
Net income                                                                      $ .20        $ .12            $ .33       $ .16
================================================================================================================================

Distributions paid per common unit                                              $ .61        $ .61           $ 1.22      $ 1.21
================================================================================================================================

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


                                       3
<PAGE>
<TABLE>
<CAPTION>
                                     TANGER PROPERTIES LIMITED PARTNERSHIP
                                                 BALANCE SHEETS
                                                 (In thousands)

                                                                                  June 30,          December 31,
                                                                                    2002               2001
-----------------------------------------------------------------------------------------------------------------
                                                                                            (unaudited)
ASSETS
  Rental Property
<S>                                                                                  <C>                <C>
    Land                                                                             $ 50,176           $ 60,158
    Buildings, improvements and fixtures                                              535,438            539,108
-----------------------------------------------------------------------------------------------------------------
                                                                                      585,614            599,266
    Accumulated depreciation                                                         (161,612)          (148,950)
-----------------------------------------------------------------------------------------------------------------
  Rental property, net                                                                424,002            450,316
  Cash and cash equivalents                                                               200                503
  Deferred charges, net                                                                10,465             11,413
  Other assets                                                                         30,608             13,847
-----------------------------------------------------------------------------------------------------------------
      Total assets                                                                  $ 465,275          $ 476,079
=================================================================================================================

LIABILITIES AND PARTNERS' EQUITY
Liabilities
  Debt
    Senior, unsecured notes                                                         $ 155,609          $ 160,509
    Mortgages payable                                                                 175,603            176,736
    Lines of credit                                                                    26,625             20,950
-----------------------------------------------------------------------------------------------------------------
                                                                                      357,837            358,195
  Construction trade payables                                                           4,141              3,722
  Accounts payable and accrued expenses                                                12,764             16,285
----------------------------------------------------------------------------------------------------------------
      Total liabilities                                                               374,742            378,202
-----------------------------------------------------------------------------------------------------------------
Commitments
Partners' equity
  General partner                                                                       1,213              1,346
  Limited partners                                                                     89,916             97,504
  Accumulated other comprehensive loss                                                   (596)              (973)
-----------------------------------------------------------------------------------------------------------------
      Total partners' equity                                                           90,533             97,877
-----------------------------------------------------------------------------------------------------------------
        Total liabilities and partners' equity                                      $ 465,275          $ 476,079
=================================================================================================================

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

                                       4
<PAGE>

<TABLE>
<CAPTION>
                                       TANGER PROPERTIES LIMITED PARTNERSHIP
                                              STATEMENTS OF CASH FLOWS
                                                   (In thousands)
                                                                                                  Six Months Ended
                                                                                                       June 30,
                                                                                                  2002          2001
---------------------------------------------------------------------------------------------------------------------
                                                                                                     (unaudited)
OPERATING ACTIVITIES
<S>                                                                                            <C>           <C>
  Net income                                                                                   $ 4,546       $ 2,693
  Adjustments to reconcile net income to net cash provided by
   operating activities:
    Depreciation and amortization (including discontinued operations)                           14,371        14,137
    Amortization of deferred financing costs                                                       628           973
    Loss on early extinguishment of debt                                                           ---           180
    Gain on sale of real estate (included in discontinued operations)                             (460)          ---
    Gain on sale of outparcels of land                                                             (31)          ---
    Straight-line base rent adjustment                                                             101           172
Increase (decrease) due to changes in:
    Other assets                                                                                  (452)         (527)
    Accounts payable and accrued expenses                                                       (3,144)         (941)
---------------------------------------------------------------------------------------------------------------------
      Net cash provided by operating activites                                                  15,559        16,687
---------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
  Additions to rental properties                                                                   (80)      (12,256)
  Additions to investments in joint ventures                                                    (2,944)          ---
  Additions to deferred lease costs                                                               (753)       (1,064)
  Net proceeds from sale of real estate                                                         17,291           723
  Increase in escrow from rental property sale                                                 (16,826)          ---
  Collections from officers                                                                         86           645
---------------------------------------------------------------------------------------------------------------------
      Net cash used in investing activities                                                     (3,226)      (11,952)
---------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
  Cash distributions paid                                                                      (14,332)      (14,219)
  Proceeds from issuance of debt                                                                50,651       221,817
  Repayments of debt                                                                           (51,009)     (208,424)
  Additions to deferred financing costs                                                            (11)       (4,533)
  Proceeds from exercise of unit options                                                         2,065           192
---------------------------------------------------------------------------------------------------------------------
      Net cash used in financing activities                                                    (12,636)       (5,167)
---------------------------------------------------------------------------------------------------------------------
Net decrease in cash and cash equivalents                                                         (303)         (432)
Cash and cash equivalents, beginning of period                                                     503           632
---------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                                                         $ 200         $ 200
=====================================================================================================================

Supplemental schedule of non-cash investing activities:

     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,
2002 and 2001 amounted to $4,141 and $6,251, respectively.

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


                                       5
<PAGE>

                      TANGER PROPERTIES LIMITED PARTNERSHIP
                          NOTES TO FINANCIAL STATEMENTS

                                  June 30, 2002
                                   (Unaudited)

1.   Business

Tanger Properties  Limited  Partnership (the "Operating  Partnership"),  a North
Carolina  limited  partnership,  develops,  owns  and  operates  factory  outlet
centers.  We  are  controlled  by  Tanger  Factory  Outlet  Centers,  Inc.  (the
"Company"),  a  fully-integrated,  self-administered,  self-managed  real estate
investment  trust  ("REIT"),  as the sole  shareholder  of our general  partner,
Tanger GP Trust. Unless the context indicates otherwise, the term the "Operating
Partnership"  refers to Tanger Properties  Limited  Partnership and the term the
"Company"  refers to Tanger Factory Outlet Centers,  Inc. The terms "we",  "our"
and "us" refer to the Operating Partnership or the Operating Partnership and the
Company together, as the context requires.

2.   Basis of Presentation

Our unaudited  Financial  Statements  have been prepared  pursuant to accounting
principles generally accepted in the United States of America and should be read
in  conjunction  with the Financial  Statements  and Notes thereto of our Annual
Report on Form 10-K for the year ended  December 31, 2001.  Certain  information
and note  disclosures  normally  included in  financial  statements  prepared in
accordance with accounting principles generally accepted in the United States of
America have been  condensed or omitted  pursuant to the Securities and Exchange
Commission's  ("SEC") rules and regulations,  although  management believes that
the disclosures are adequate to make the information presented not misleading.

The  accompanying  unaudited  Financial  Statements  reflect,  in the opinion of
management,  all  adjustments  necessary for a fair  presentation of the interim
Financial Statements. All such adjustments are of a normal and recurring nature.

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

Certain  amounts in the 2001  Financial  Statements  have been  reclassified  to
conform to the 2002 presentation. See Footnote 5.

3.   Development of Rental Properties

During the second  quarter of 2002,  through our  unconsolidated  50%  ownership
joint venture, TWMB Associates,  LLC ("TWMB") with Rosen-Warren Myrtle Beach LLC
("Rosen-Warren"),  we opened  the first  phase of our new  400,000  square  foot
Tanger Outlet Center in Myrtle Beach, South Carolina on June 28, 2002. The first
phase consists of  approximately  260,000 square feet and features 60 brand name
and designer outlet stores.

Interest costs capitalized  during the three months ended June 30, 2002 and 2001
amounted to $80,000 and $52,000, respectively, and for the six months ended June
30, 2002 and 2001 amounted to $159,000 and $423,000,  respectively. The interest
capitalized in 2002 relates to the on going construction of TWMB's Myrtle Beach,
SC center.



                                       6
<PAGE>

4.   Investments in Real Estate Joint Ventures

Effective  August 7, 2000, we announced the formation of a joint venture with C.
Randy Warren Jr.,  former Senior Vice  President of Leasing of the Company.  The
new entity,  Tanger-Warren  Development,  LLC  ("Tanger-Warren"),  was formed to
identify,  acquire  and  develop  sites  exclusively  for us.  We  agreed  to be
co-managers  of  Tanger-Warren,  each with 50%  ownership  interest in the joint
venture and any entities formed with respect to a specific  project.  As of June
30, 2002, our investment in Tanger-Warren  amounted to approximately  $6,500 and
the  impact  of this  joint  venture  on our  results  of  operations  has  been
insignificant.

In September  2001, we  established a joint venture,  TWMB,  with respect to our
Myrtle Beach, South Carolina project with Rosen-Warren. Rosen-Warren and we each
own 50% of TWMB.  Also, in September 2001 TWMB began  construction  on the first
phase of a new 400,000 square foot Tanger Outlet Center in Myrtle Beach, SC. The
first phase, which opened on June 28, 2002, totals approximately  260,000 square
feet and features 60 brand name and designer outlet tenants. In conjunction with
the beginning of construction,  TWMB closed on a construction loan in the amount
of $36.2  million  with Bank of America,  NA (Agent) and  SouthTrust  Bank,  the
proceeds  of which will be used to develop  the Tanger  Outlet  Center in Myrtle
Beach,  SC. As of June 30,  2002,  the  construction  loan had an $18.1  million
balance.   All  debt   incurred  by  this   unconsolidated   joint   venture  is
collateralized by its property as well as joint and several guarantees by us and
by Rosen-Warren.

We receive fees from TWMB for our respective  development,  leasing,  management
and other  services.  Since  this  project  was under  construction  during  the
majority  of the  quarter,  the impact of this joint  venture to our  results of
operations was insignificant.

At June 30, 2002,  our investment in  unconsolidated  real estate joint ventures
was  $4.2  million.  These  investments  are  recorded  initially  at  cost  and
subsequently adjusted for our net equity in the venture's income (loss) and cash
contributions  and  distributions.  Our investments are included in other assets
and equity in the  venture's  income  (loss) is  included in other  income.  Our
investment in real estate joint ventures is reduced by 50% of the profits earned
for services we provided to the joint ventures.

Summary unaudited  financial  information of joint ventures  accounted for using
the equity  method as of June 30, 2002 and  December  31, 2001 is as follows (in
thousands):
<TABLE>
<CAPTION>

                                                         2002           2001
----------------------------------------------- -------------- --------------
Assets:
<S>                                                   <C>             <C>
    Investment properties at cost, net                $28,968         $7,348
    Cash and cash equivalents                             226            136
    Other assets                                        2,975          2,199
----------------------------------------------- -------------- --------------
    Total assets                                      $32,169         $9,683
----------------------------------------------- -------------- --------------
Liabilities and Owners' Equity

    Debt                                              $18,058          $  10
    Accounts payable and other liabilities              5,457          1,030
----------------------------------------------- -------------- --------------
    Total liabilities                                  23,515          1,040
    Owners' equity                                      8,654          8,643
----------------------------------------------- -------------- --------------
    Total liabilities and owners' equity              $32,169         $9,683
----------------------------------------------- -------------- --------------
</TABLE>


                                       7
<PAGE>

5.   Disposition of Rental Properties

On June 27, 2002 we completed the sale of our non-core,  single tenant  property
located  in  Ft.   Lauderdale,   Florida.   Net  proceeds  from  the  sale  were
approximately  $16.8  million.  We  recorded  a gain on sale of real  estate  of
approximately $460,000.

In accordance  with SFAS 144  "Accounting for the Impairment or Disposal of Long
Lived  Assets,"  effective  for  financial  statements  issued for fiscal  years
beginning  after  December 15, 2001,  results of operations  and  gain/(loss) on
sales of real estate for  properties  sold  subsequent  to December 31, 2001 are
reflected in the  Statements of Operations as  discontinued  operations  for all
periods  presented.  Below is a  summary  of the  result of  operations  of this
property through its respective disposition date (in thousands):
<TABLE>
<CAPTION>

                                               Three Months Ended         Six Months Ended
                                                    June 30,                   June 30,
                                                 2001         2002        2002          2001
 ------------------------------------------ ----------- ------------ ------------ -------------
<S>                                              <C>          <C>          <C>           <C>
 Base rentals                                    $ 382        $ 400        $ 782         $ 800
 Expense reimbursements                             97          114          244           227
  ------------------------------------------ ----------- ------------ ------------ -------------
      Total revenues                               479          514        1,026         1,027

 Property operating expenses                        97          114          244           228
 Depreciation and amortization                      82           90          172           179
  ------------------------------------------ ----------- ------------ ------------ -------------
      Total expenses                               179          204          416           407
  ------------------------------------------ ----------- ------------ ------------ -------------

 Income before gain on sale of real estate         300          310          610           620

 Gain on sale of real estate                       460          ---          460           ---
  ------------------------------------------ ----------- ------------ ------------ -------------

 Net income                                      $ 760        $ 310       $1,070         $ 620
 ------------------------------------------ ----------- ------------ ------------ -------------
</TABLE>

6.   Other Comprehensive Income - Derivative Financial Instruments

Effective  January  1,  2001,  we  adopted  Statement  of  Financial  Accounting
Standards  No.  133,   "Accounting   for  Derivative   Instruments  and  Hedging
Activities",  as amended by FAS 137 and FAS 138  (collectively,  "FAS 133").  In
accordance  with the provisions of FAS 133, our interest rate swap agreement has
been designated as a cash flow hedge and is carried on the balance sheet at fair
value.  At June 30, 2002, the fair value of the hedge is recorded as a liability
of $596,000. For the three and six months ended June 30, 2002, the change in the
fair value of the  derivative  instrument was recorded as a $86,000 and $377,000
gain to accumulated other comprehensive income.
<TABLE>
<CAPTION>
                                                                      Three Months Ended      Six Months Ended
                                                                       June 30,                   June 30,
                                                                     2002          2001          2002          2001
------------------------------------------------------------- -------------- ------------ ------------ -------------
<S>                                                                 <C>           <C>          <C>           <C>
Net income                                                          $ 2,719       $1,763       $4,546        $2,693
     Other comprehensive income (loss):
         Cumulative effect adjustment of FAS 133 adoption               ---          ---          ---         (300)
         Reclassification to earnings on termination of
         cash flow hedge                                                ---          ---          ---          147
         Change in fair value of cash flow hedge                         86         (14)          377         (449)
------------------------------------------------------------- -------------- ------------ ------------ -------------
     Other comprehensive income (loss)                                   86         (14)          377         (602)
------------------------------------------------------------- -------------- ------------ ------------ -------------
Total comprehensive income                                          $ 2,805      $ 1,749       $4,923       $ 2,091
------------------------------------------------------------- -------------- ------------ ------------ -------------
</TABLE>

                                       8
<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 share amounts):
<TABLE>
<CAPTION>
                                                             Three Months Ended      Six Months Ended
                                                               June 30,                  June 30,
                                                           2002         2001            2002          2001
------------------------------------------------------- ------------ ----------- ------------ -------------
Numerator:
<S>                                                          <C>         <C>          <C>           <C>
   Income from continuing operations                         $1,959      $1,453       $3,476        $2,253
   Less applicable preferred unit distributions               (442)       (443)        (886)         (885)
------------------------------------------------------- ------------ ----------- ------------ -------------
   Income from continuing operations available
     to common unitholders - basic and diluted                1,517       1,010        2,590        1,368
   Discontinued operations                                      760         310        1,070          620
   Extraordinary item - early extinguishment of debt            ---         ---          ---         (180)
------------------------------------------------------- ------------ ----------- ------------ -------------
   Net income available to common unitholders -
     basic and diluted                                       $2,277     $ 1,320       $3,660        $1,808
------------------------------------------------------- ------------ ----------- ------------ -------------
Denominator:
   Basic weighted average common units                       11,048      10,957       11,015        10,954
   Effect of outstanding unit options                           204          22          145            23
------------------------------------------------------- ------------ ----------- ------------ -------------
   Diluted weighted average common units                     11,252      10,979       11,160        10,977
------------------------------------------------------- ------------ ----------- ------------ -------------

Basic earnings per common unit:
Income from continuing operations                             $ .14        $.09         $.23          $.12
Discontinued operations                                         .07         .03          .10           .06
Extraordinary item - early extinguishment of debt               ---         ---          ---         (.02)
------------------------------------------------------- ------------ ----------- ------------ -------------
Net income                                                    $ .21        $.12         $.33          $.16
------------------------------------------------------- ------------ ----------- ------------ -------------

Diluted earnings per common unit:
Income from continuing operations                             $ .13        $.09         $.23          $.12
Discontinued operations                                         .07         .03          .10           .06
Extraordinary item - early extinguishment of debt               ---         ---          ---         (.02)
------------------------------------------------------- ------------ ------------ ----------- ------------
Net income                                                    $ .20        $.12         $.33          $.16
------------------------------------------------------- ------------ ------------ ----------- ------------
</TABLE>

The computation of diluted earnings per unit excludes options to purchase common
units when the exercise  price is greater  than the average  market price of the
common units for the period.  The market price of the common units is considered
to be  equivalent  to the market  price of the common  shares of Tanger  Factory
Outlet Centers, Inc., sole owner of the Operating Partnership's general partner.
Options  excluded  totaled 211,000 and 1,192,000 for the three months ended June
30, 2002 and 2001,  respectively,  and 316,000 and  1,192,000 for the six months
ended June 30, 2002 and 2001, respectively.  The assumed conversion of preferred
units as of the beginning of the year would have been anti-dilutive.

At June 30, 2002 and December 31, 2001, the ownership interests of the Operating
Partnership consisted of the following:
<TABLE>
<CAPTION>

                                            2002           2001
------------------------------------ -------------- --------------
<S>                                         <C>            <C>
Preferred units                             80,190         80,600
------------------------------------ -------------- --------------
Common units:
   General partner                         150,000        150,000
   Limited partners                     10,913,210     10,813,016
------------------------------------ -------------- --------------
      Total                             11,063,210     10,963,016
------------------------------------ -------------- --------------
</TABLE>


                                       9
<PAGE>

8.   New Accounting Pronouncements

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

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

In April 2002, the FASB issued FAS No. 145,  "Rescission of FASB  Statements No.
4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical  Corrections".
In rescinding  FAS No. 4,  "Reporting  Gains and Losses from  Extinguishment  of
Debt",  and FAS No. 64,  "Extinguishments  of Debt Made to Satisfy  Sinking-Fund
Requirements", FAS 145 eliminates the requirement that gains and losses from the
extinguishment  of  debt  be  aggregated  and,  if  material,  classified  as an
extraordinary  item, net of the related income tax effect.  FAS 145 is effective
for us for transactions occurring after January 1, 2003. Management is currently
evaluating the effects of this statement.

In June  2002 the FASB  issued  FAS No.  146,  Accounting  for Exit or  Disposal
Activities.  FAS 146 addresses  significant  issues  regarding the  recognition,
measurement,  and reporting of costs that are associated  with exit and disposal
activities,  including restructuring activities that are currently accounted for
pursuant to the  guidance  that the  Emerging  Issues Task Force  (EITF) has set
forth in EITF  Issue  No.  94-3,  Liability  Recognition  for  Certain  Employee
Termination  Benefits  and Other  Costs to Exit an Activity  (including  Certain
Costs  Incurred  in a  Restructuring).  FAS 146  will be  effective  for exit or
disposal  activities that are initiated  after December 31, 2002.  Management is
currently evaluating the effects of this statement.

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


                                       10
<PAGE>

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

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

The discussion of our results of operations reported in the unaudited statements
of  operations  compares  the three and six months  ended June 30, 2002 with the
three and six months  ended  June 30,  2001.  Certain  comparisons  between  the
periods are made on a percentage  basis as well as on a weighted  average  gross
leasable area ("GLA") basis, a technique which adjusts for certain  increases or
decreases in the number of centers and corresponding  square feet related to the
development,  acquisition,  expansion or disposition of rental  properties.  The
computation of weighted average GLA,  however,  does not adjust for fluctuations
in occupancy which may occur subsequent to the original opening date.

Cautionary Statements

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

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

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

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

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

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

General Overview

At June 30, 2002, we owned 28 centers in 20 states  totaling 5.17 million square
feet compared to 29 centers in 20 states  totaling  5.33 million  square feet at
June 30,  2002.  The  decrease  is due to the sale of our  165,000  square  foot
property in Ft. Lauderdale, Florida on June 27, 2002.


                                       11
<PAGE>

Also at June 30, 2002,  we operated one center in Myrtle Beach,  South  Carolina
which we built through a 50%  ownership  joint  venture,  TWMB  Associates,  LLC
("TWMB"), with Rosen-Warren Myrtle Beach LLC ("Rosen-Warren") The first phase of
the center,  opened on June 28, 2002,  consists of approximately  260,000 square
feet and includes 60 brand name and designer outlet  tenants.  A second phase is
planned and will contain approximately 140,000 square feet.

A summary of the  operating  results for the three and six months ended June 30,
2002  and  2001 is  presented  in the  following  table,  expressed  in  amounts
calculated on a weighted average GLA basis:
<TABLE>
<CAPTION>
                                                                                     Three Months Ended        Six Months Ended
                                                                                         June 30,                   June 30,
                                                                                      2002        2001          2002          2001
------------------------------------------------------------------------- ----- ----------- ------------ ------------ -------------
<S>                                                                                 <C>          <C>          <C>           <C>
GLA open at end of period (100% owned centers) (000's)                               5,167        5,141        5,167         5,141
GLA open at end of period (50% ownership joint venture) (000's) (1)                    260          ---          260           ---
------------------------------------------------------------------------- ----- ----------- ------------ ------------ -------------
   GLA open at end of period (000's) (1)                                             5,427        5,141        5,427         5,141
Weighted average GLA (000's) (2)                                                     5,167        5,129        5,167         5,109
Outlet centers in operation (1)                                                         29           28           29            28
Centers opened (1)                                                                       1          ---            1           ---
Centers sold                                                                             1          ---            1           ---
Centers expanded                                                                       ---            1          ---             1
States operated in at end of period (1)                                                 21           20           21            20
Occupancy percentage at end of period (1)                                              96%          94%          96%           94%

  Per square foot
Revenues
   Base rentals                                                                     $ 3.59       $ 3.54       $ 7.11        $ 7.05
   Percentage rentals                                                                  .11          .10          .23           .17
   Expense reimbursements                                                             1.42         1.48         2.83          2.94
   Other income                                                                        .10          .11          .21           .21
------------------------------------------------------------------------- ----- ----------- ------------ ------------ -------------
     Total revenues                                                                   5.22         5.23        10.38         10.37
------------------------------------------------------------------------- ----- ----------- ------------ ------------ -------------
Expenses
   Property operating                                                                 1.68         1.72         3.35          3.41
   General and administrative                                                          .40          .40          .85           .80
   Interest                                                                           1.38         1.49         2.76          2.99
   Depreciation and amortization                                                      1.38         1.33         2.75          2.73
------------------------------------------------------------------------- ----- ----------- ------------ ------------ -------------
     Total expenses                                                                   4.84         4.94         9.71          9.93
------------------------------------------------------------------------- ----- ----------- ------------ ------------ -------------
Income before gain on sale of real estate,
discontinued operations and extraordinary item                                      $  .38        $ .29        $ .67         $ .44
------------------------------------------------------------------------- ----- ----------- ------------ ------------ -------------

(1)  Includes  Myrtle  Beach,  SC  property  which  we  operate  and  have a 50%
     ownership in through a joint venture.
(2)  GLA of 100% owned properties  weighted by months of operations.  GLA is not
     adjusted for  fluctuations  in occupancy  that may occur  subsequent to the
     original opening date.
(3)  In accordance  with SFAS No. 144 "Accounting for the Impairment or Disposal
     of Long Lived  Assets," the results of  operations  for the Ft.  Lauderdale
     property  disposed  of  during  2002  have been  reported  as  discontinued
     operations  for both the current and prior  periods  presented  and removed
     from GLA open and weighted average GLA for all periods shown.

</TABLE>


                                       12
<PAGE>

The table set forth below  summarizes  certain  information  with respect to our
existing centers as of June 30, 2002.
<TABLE>
<CAPTION>
                                                        GLA          %
 Date Opened        Location                         (sq. ft.)   Occupied
 ------------------ ------------------------------- -----------  ---------
<S>                <C>                                 <C>          <C>
 Jun.  1986         Kittery I, ME                       59,694       100
 Mar.  1987         Clover, North Conway, NH            11,000       100
 Nov.  1987         Martinsburg, WV                     49,252        57
 Apr.  1988         LL Bean, North Conway, NH           50,745       100
 Jul.  1988         Pigeon Forge, TN                    94,558       100
 Aug.  1988         Boaz, AL                            80,730        93
 Jun.  1988         Kittery II, ME                      24,703        94
 Jul.  1989         Commerce, GA                       185,750        90
 Oct.  1989         Bourne, MA                          23,417       100
 Feb.  1991         West Branch, MI                    112,420        98
 May   1991         Williamsburg, IA                   277,230        98
 Feb.  1992         Casa Grande, AZ                    184,768        89
 Dec. 1992          North Branch, MN                   134,480       100
 Feb.  1993         Gonzales, LA                       245,199        96
 May   1993         San Marcos, TX                     441,432        98
 Aug.  1994         Riverhead, NY                      729,238        99
 Aug.  1994         Terrell, TX                        177,490        95
 Sep.  1994         Seymour, IN                        141,051        76
 Oct.  1994 (1)     Lancaster, PA                      255,059        96
 Nov.  1994         Branson, MO                        277,494        98
 Nov.  1994         Locust Grove, GA                   248,854        98
 Jan.  1995         Barstow, CA                        105,950        57
 Dec.  1995         Commerce II, GA                    342,556        97
 Feb.  1997 (1)     Sevierville, TN                    353,977       100
 Sept. 1997 (1)     Blowing Rock, NC                   105,448       100
 Sep.  1997 (1)     Nags Head, NC                       82,254       100
 Mar.  1998 (1)     Dalton, GA                         173,430        96
 Jul.  1998 (1)     Fort Meyers, FL                    198,789        93
 Jun.  2002 (2)     Myrtle Beach, SC                   259,929       100
 ------------------ ------------------------------ ------------  --------
    Total                                            5,426,897        96
 ================== ============================== ============  ========

(1)  Represents date acquired by us.
(2)  Represents center operated by us through a 50% ownership joint venture.
</TABLE>

RESULTS OF OPERATIONS

Comparison  of the three  months  ended June 30, 2002 to the three  months ended
June 30, 2001

Base rentals increased $376,000,  or 2%, in the 2002 period when compared to the
same  period  in 2001.  The  increase  is  primarily  due to the  effect  of the
completed  expansion at our San Marcos,  TX center  during  2001.  Base rent per
weighted  average  GLA  increased  by $.05 per square foot from $3.54 per square
foot in the 2001 period  compared  to $3.59 per square foot in the 2002  period.
The slight increase is the result of the addition of the San Marcos expansion to
the portfolio  which had a higher  average base rent per square foot compared to
the portfolio  average.  While the overall portfolio  occupancy at June 30, 2002
increased 2% from 94% to 96% compared with the prior year quarter, three centers
experienced  negative  occupancy trends which were offset by positive  occupancy
gains in other centers.

                                       13
<PAGE>

Percentage  rentals,  which represent revenues based on a percentage of tenants'
sales volume above predetermined  levels (the "breakpoint"),  increased $82,000,
and on a weighted  average  GLA basis,  increased  $.01 per square  foot in 2002
compared to 2001.  For the three months ended June 30,  2002,  same-space  sales
increased 1% compared to the same period in 2001.  Same-space  sales are defined
as the  weighted  average  sales per square foot  reported in space open for the
full duration of each comparison  period.  Reported  same-space sales per square
foot for the  rolling  twelve  months  ended June 30,  2002 were $297 per square
foot,  representing  a 6%  increase  compared  to the same  period in 2001.  The
increases  are  attributable  to our  continued  ability to attract  high volume
tenants  to our  centers  which  improves  the  average  sales per  square  foot
throughout our portfolio.

Expense reimbursements, which represent the contractual recovery from tenants of
certain  common  area  maintenance,   insurance,   property  tax,   promotional,
advertising and management expenses generally  fluctuates  consistently with the
reimbursable   property  operating   expenses  to  which  it  relates.   Expense
reimbursements,  expressed  as a  percentage  of  property  operating  expenses,
decreased  to 85% in 2002 from 86% in 2001  primarily as a result of higher real
estate taxes due to revaluations,  increases in property  insurance premiums and
increases in other non-reimbursable expenses.

Other  income  decreased  $49,000  in 2002  compared  to 2001  primarily  due to
increases in vending income and the  recognition  of  development  and lease fee
revenue from our TWMB joint venture offset by decreases in interest  income from
2001 which related to cash proceeds from the February 2001 bond offering.

Property operating expenses decreased by $167,000,  or 2%, in the 2002 period as
compared to the 2001 period and, on a weighted average GLA basis, decreased $.04
per  square  foot  from  $1.72  to  $1.68.  The  decrease  is  the  result  of a
company-wide effort to improve operating efficiencies and reduce costs in common
area  maintenance  and  marketing  partially  offset by increases in real estate
taxes, property insurance and other non-reimbursable expenses.

General and administrative expenses increased $76,000, or 4%, in the 2002 period
as compared to the 2001 period. Also, as a percentage of total revenues, general
and administrative  expenses were 8% in both the 2002 and 2001 periods and, on a
weighted average GLA basis remained constant at $.40 per square foot.

Interest  expense  decreased  $540,000  during  2002 as  compared  to  2001  due
primarily to lower average  interest rates during 2002.  Beginning in the fourth
quarter of 2001 and  continuing  through the first quarter of 2002, we purchased
at par or below,  approximately  $19.4 million of our outstanding 7.875% senior,
unsecured public notes that mature in October 2004. The purchases were funded by
amounts  available under our unsecured  lines of credit.  The replacement of the
2004 bonds with funding  through lines of credit  provided us with a significant
interest  expense  reduction as the lines of credit have a lower  interest rate.
Depreciation  and amortization per weighted average GLA increased from $1.33 per
square  foot in the 2001  period to $1.38 per square foot in the 2002 period due
to a higher  mix of  tenant  finishing  allowances  included  in  buildings  and
improvements which are depreciated over shorter lives (i.e. over lives generally
ranging  from 3 to 10 years as opposed  to other  construction  costs  which are
depreciated over lives ranging from 15 to 33 years).

In accordance  with SFAS 144  "Accounting for the Impairment or Disposal of Long
Lived  Assets,"  effective  for  financial  statements  issued for fiscal  years
beginning  after  December 15, 2001,  results of operations  and gain/ (loss) on
sales of real estate for  properties  sold  subsequent  to December 31, 2001 are
reflected in the  Statements of Operations as  discontinued  operations for both
periods presented. The increase in discontinued operations is due to the gain on
the sale of the Ft. Lauderdale property sold in 2002.


                                       14
<PAGE>

Comparison  of the six months  ended June 30, 2002 to the six months  ended June
30, 2001

Base rentals increased $687,000,  or 2%, in the 2002 period when compared to the
same period in 2001. The increase is primarily due to the completed expansion at
our San Marcos,  TX center during the first six months of 2001.  The full effect
of this  expansion was  recognized in 2002.  Base rent per weighted  average GLA
increased  by $.06 per square foot from $7.05 per square foot in the 2001 period
compared to $7.11 per square foot in the 2002 period. The increase is the result
of the addition of the San Marcos  expansion to the portfolio which had a higher
average base rent per square foot compared to the portfolio  average.  While the
overall  portfolio  occupancy  at June  30,  2002  increased  2% from 94% to 96%
compared  with the  prior  year  quarter,  three  centers  experienced  negative
occupancy trends which were offset by positive occupancy gains in other centers.

Percentage  rentals,  which represent revenues based on a percentage of tenants'
sales volume above predetermined  levels (the "breakpoint"),  increased $328,000
or 39%, and on a weighted  average GLA basis,  increased $.06 per square foot in
2002 compared to 2001. Reported same-space sales per square foot for the rolling
twelve months ended June 30, 2002 were $297 per square foot,  representing  a 6%
increase  compared to the same period in 2001. The increase is  attributable  to
our  continued  ability to attract  high  volume  tenants to our  centers  which
improves the average sales per square foot  throughout our  portfolio.  Reported
same-store sales for the six months ended June 30, 2002, defined as the weighted
average  sales per square foot reported by tenants for stores open since January
1, 2001, increased 2% compared to the same period in the prior year.

Expense reimbursements, which represent the contractual recovery from tenants of
certain  common  area  maintenance,   insurance,   property  tax,   promotional,
advertising and management expenses generally  fluctuates  consistently with the
reimbursable   property  operating   expenses  to  which  it  relates.   Expense
reimbursements,  expressed  as a  percentage  of  property  operating  expenses,
decreased  to 84% in 2002 from 86% in 2001  primarily as a result of higher real
estate taxes due to revaluations,  increases in property  insurance premiums and
increases in other non-reimbursable expenses.

Property operating  expenses decreased by $93,000,  or 1%, in the 2002 period as
compared to the 2001 period and, on a weighted average GLA basis, decreased $.06
per  square  foot  from  $3.41  to  $3.35.  The  decrease  is  the  result  of a
company-wide effort to improve operating efficiencies and reduce costs in common
area  maintenance  and  marketing  partially  offset by increases in real estate
taxes, property insurance and other non-reimbursable expenses.

General  and  administrative  expenses  increased  $282,000,  or 7%, in the 2002
period as compared to the 2001 period.  Also, as a percentage of total revenues,
general and  administrative  expenses  were 8% in both the 2002 and 2001 periods
and,  on a weighted  average  GLA basis  increased  from $.80 in 2001 to $.85 in
2002.

Interest  expense  decreased  $1.0  million  during 2002 as compared to 2001 due
primarily to lower average  interest rates during 2002.  Beginning in the fourth
quarter of 2001 and  continuing  through the first quarter of 2002, we purchased
at par or below,  approximately  $19.4 million of our outstanding 7.875% senior,
unsecured public notes that mature in October 2004. The purchases were funded by
amounts  available under our unsecured  lines of credit.  The replacement of the
2004 bonds with funding  through lines of credit  provided us with a significant
interest  expense  reduction as the lines of credit have a lower  interest rate.
Also, the 2001 results included $295,200 paid to terminate certain interest rate
swap agreements  during that period.  Depreciation and amortization per weighted
average GLA increased from $2.73 per square foot in the 2001 period to $2.75 per
square  foot  in the  2002  period  due to a  higher  mix  of  tenant  finishing
allowances  included in buildings and  improvements  which are depreciated  over
shorter lives (i.e. over lives  generally  ranging from 3 to 10 years as opposed
to other  construction costs which are depreciated over lives ranging from 15 to
33 years).

                                       15
<PAGE>

In accordance  with SFAS 144  "Accounting for the Impairment or Disposal of Long
Lived  Assets,"  effective  for  financial  statements  issued for fiscal  years
beginning  after  December 15, 2001,  results of operations  and gain/ (loss) on
sales of real estate for  properties  sold  subsequent  to December 31, 2001 are
reflected in the  Statements of Operations as  discontinued  operations for both
periods presented. The increase in discontinued operations is due to the gain on
the sale of the Ft. Lauderdale property sold in 2002.

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

LIQUIDITY AND CAPITAL RESOURCES

Net cash  provided by operating  activities  was $15.6 million and $16.7 million
for the six months ended June 30, 2002 and 2001,  respectively.  The decrease in
cash provided by operating activities is due primarily to a decrease in accounts
payable in 2002 when compared to 2001 offset by an increase in operating income.
Net cash used in  investing  activities  was $3.2 and $12.0  million  during the
first six  months of 2002 and 2001,  respectively.  Cash used was higher in 2001
primarily due to the increase in cash paid for  expansion  activities at our San
Marcos,  TX center.  Net cash used in  financing  activities  amounted  to $12.6
million  and $5.2  million  during  the  first  six  months  of 2002  and  2001,
respectively. Cash used was lower in 2001 due to the debt proceeds raised during
the first six months of 2001.

Joint Ventures

Effective  August 7, 2000, we announced the formation of a joint venture with C.
Randy Warren Jr.,  former Senior Vice  President of Leasing of the Company.  The
new entity,  Tanger-Warren  Development,  LLC  ("Tanger-Warren"),  was formed to
identify,  acquire  and  develop  sites  exclusively  for us.  We  agreed  to be
co-managers  of  Tanger-Warren,  each with 50%  ownership  interest in the joint
venture and any entities formed with respect to a specific  project.  As of June
30, 2002, our investment in Tanger-Warren  amounted to approximately  $6,500 and
the  impact  of this  joint  venture  on our  results  of  operations  has  been
insignificant.

In September  2001, we  established a joint venture,  TWMB,  with respect to our
Myrtle Beach,  South Carolina project with  Rosen-Warren.  We and  Rosen-Warren,
each as 50% owners,  contributed $4.3 million in cash for a total initial equity
in TWMB of $8.6 million. In September 2001, TWMB began construction on the first
phase of a new 400,000 square foot Tanger Outlet Center in Myrtle Beach, SC. The
first phase is  projected to cost $34.6  million and  consists of  approximately
260,000  square  feet which  opened on June 28,  2002 with 60 brand name  outlet
tenants. We currently  anticipate  construction of a 140,000 square foot second,
and  final  phase  to cost  approximately  $13.7  million.  Prior  to  beginning
construction on the second phase,  Rosen-Warren  and we each will be required to
contribute an additional  $1.75 million in cash for a total equity  contribution
in phase two of TWMB of $3.5  million.  Beginning in July 2002,  we will receive
on-going  asset  management  fees for our  services as  property  manager of the
Myrtle Beach center.

In conjunction with the beginning of construction, TWMB closed on a construction
loan in the  amount  of $36.2  million  with Bank of  America,  NA  (Agent)  and
SouthTrust Bank, the proceeds of which will be used to develop the Tanger Outlet
Center in Myrtle Beach,  SC. As of June 30, 2002, the  construction  loan had an
$18.1 million balance. All debt incurred by this unconsolidated joint venture is
secured by its property as well as joint and several  guarantees by Rosen-Warren
and us. We do not expect  events to occur that would  trigger the  provisions of
the guarantee because our properties have historically  produced sufficient cash
flow to meet the related debt service requirements.

                                       16
<PAGE>

Either owner in TWMB has the right to initiate the sale or purchase of the other
party's  interest no sooner than October 25, 2002.  If such action is initiated,
one owner would  determine  the fair market  value  purchase  price of the joint
venture and the other would determine whether they would take the role of seller
or purchaser. The owner who is to designate the fair market value purchase price
would be determined by the toss of a coin. If either  Rosen-Warren or we enacted
this provision and depending on our role in the  transaction as either seller or
purchaser,  we  could  potentially  incur a cash  outflow  for the  purchase  of
Rosen-Warren's  interest.  However,  we do not expect this event to occur in the
near future based on the positive  expectations  of developing  and operating an
outlet center in the Myrtle Beach area.

Other Developments

On July 1, 2002,  our  option to  purchase  the retail  portion of a site at the
Bourne  Bridge  Rotary  in Cape Cod,  Massachusetts  was  terminated  due to the
seller's  inability to obtain the proper  approvals for the Bourne  project from
the local  authorities  by such date.  As a result of the  termination,  the net
carrying amount of assets remaining on this project includes $100,000 in earnest
money that is refundable to us immediately  and a $150,000 note receivable at 5%
annual  interest  that  becomes due from the seller and is payable  with accrued
interest on July 1, 2003.  At this time we believe that this note  receivable is
fully collectable.

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

Financing Arrangements

During the first quarter of 2002, we purchased at par or below,  $4.9 million of
our  outstanding  7.875% senior,  unsecured  public notes that mature in October
2004. The purchases were funded by amounts  available  under our unsecured lines
of credit. These purchases were in addition to $14.5 million of the October 2004
notes that were purchased in the fourth quarter of 2001 at par.

At  June  30,  2002,   approximately  51%  of  our  outstanding  long-term  debt
represented  unsecured  borrowings  and  approximately  58% of our  real  estate
portfolio was  unencumbered.  The average  interest  rate,  including  loan cost
amortization, on average debt outstanding for the six months ended June 30, 2002
was 7.96%.

We intend to retain the ability to raise  additional  capital,  including public
debt or equity, to pursue attractive investment opportunities that may arise and
to otherwise  act in a manner that we believe to be in our best interest and our
shareholders'  interests.  During the second quarter of 2001, the Company and we
amended  our shelf  registration  for the  ability to issue up to $400  million,
($200 million in debt and $200 million in equity securities).  In July 2002, the
Company  and we again  amended the shelf  registration  to allow us to issue the
$400 million in either all debt or all equity or any  combination  thereof up to
$400 million.  We may also  consider the use of  operational  and  developmental
joint  ventures,  selling  certain  properties  that do not meet  our  long-term
investment  criteria as well as  outparcels  on existing  properties to generate
capital to reinvest into other attractive investment opportunities.

We maintain  unsecured,  revolving  lines of credit that  provide for  unsecured
borrowings  up to $75 million at June 30,  2002.  During  2002,  we extended the
maturity of one $25 million line of credit to June 30,  2004.  The other two $25
million  lines of  credit  mature  on June  30,  2003  and we are  currently  in
negotiation  with the respective  financial  institutions  to extend them beyond
that date.  Based on cash provided by operations,  existing  credit  facilities,
ongoing negotiations with certain financial institutions and our ability to sell
debt or equity subject to market  conditions,  we believe that we have access to
the necessary financing to fund the planned capital expenditures during 2002.

                                       17
<PAGE>

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

On July 11, 2002, our Board of Trustees  declared a $.6125 cash distribution per
common unit payable on August 15, 2002 to each  unitholder of record on July 31,
2002.  The  Board of  Trustees  of the  general  partner  also  declared  a cash
distribution  of $.5518 per  preferred  unit  payable on August 15, 2002 to each
unitholder of record on July 31, 2002.

Market Risk

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

We negotiate  long-term fixed rate debt instruments and enter into interest rate
swap  agreements  to manage our  exposure to interest  rate  changes.  The swaps
involve the exchange of fixed and variable  interest  rate  payments  based on a
contractual  principal  amount and time  period.  Payments  or  receipts  on the
agreements are recorded as adjustments to interest expense. At June 30, 2002, we
had an  interest  rate swap  agreement  effective  through  January  2003 with a
notional  amount of $25  million.  Under this  agreement,  we receive a floating
interest  rate based on the 30 day LIBOR index and pay a fixed  interest rate of
5.97%.  This swap effectively  changes our payment of interest on $25 million of
variable  rate  debt to fixed  rate  debt for the  contract  period at a rate of
7.72%.

The fair value of the interest  rate swap  agreement  represents  the  estimated
receipts or payments that would be made to terminate the agreement.  At June 30,
2002, we would have paid approximately $596,000 to terminate the agreement. A 1%
decrease  in the 30 day LIBOR  index  would  increase  the amount  paid by us by
$126,000 to  approximately  $722,000.  The fair value is based on dealer quotes,
considering  current  interest rates and remaining  term to maturity.  We do not
intend to terminate our interest rate swap agreement prior to its maturity. This
derivative is currently recorded as a liability;  however,  if held to maturity,
the value of the swap will be zero at that time.

The fair market value of long-term fixed interest rate debt is subject to market
risk. Generally, the fair market value of fixed interest rate debt will increase
as interest  rates fall and decrease as interest  rates rise. The estimated fair
value of our total  long-term  debt at June 30, 2002 was $353.8  million and its
recorded value was $357.8 million. A 1% increase from prevailing  interest rates
at June 30,  2002 would  result in a decrease  in fair value of total  long-term
debt by  approximately  $11.2 million.  Fair values were  determined from quoted
market prices, where available,  using current interest rates considering credit
ratings and the remaining terms to maturity.

                                       18
<PAGE>

New Accounting Pronouncements

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

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

In April 2002, the FASB issued FAS No. 145,  "Rescission of FASB  Statements No.
4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical  Corrections".
In rescinding  FAS No. 4,  "Reporting  Gains and Losses from  Extinguishment  of
Debt",  and FAS No. 64,  "Extinguishments  of Debt Made to Satisfy  Sinking-Fund
Requirements", FAS 145 eliminates the requirement that gains and losses from the
extinguishment  of  debt  be  aggregated  and,  if  material,  classified  as an
extraordinary  item, net of the related income tax effect.  FAS 145 is effective
for us for transactions occurring after January 1, 2003. Management is currently
evaluating the effects of this statement.

In June  2002 the FASB  issued  FAS No.  146,  Accounting  for Exit or  Disposal
Activities.  FAS 146 addresses  significant  issues  regarding the  recognition,
measurement,  and reporting of costs that are associated  with exit and disposal
activities,  including restructuring activities that are currently accounted for
pursuant to the  guidance  that the  Emerging  Issues Task Force  (EITF) has set
forth in EITF  Issue  No.  94-3,  Liability  Recognition  for  Certain  Employee
Termination  Benefits  and Other  Costs to Exit an Activity  (including  Certain
Costs  Incurred  in a  Restructuring).  FAS 146  will be  effective  for exit or
disposal  activities that are initiated  after December 31, 2002.  Management is
currently evaluating the effects of this statement.

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

                                       19
<PAGE>

Funds from Operations

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

Below is a  calculation  of funds from  operations  for the three and six months
ended  June 30,  2002 and 2001 as well as actual  cash  flow and other  data for
those respective periods (in thousands):
<TABLE>
<CAPTION>
                                                                            Three Months Ended         Six Months Ended
                                                                                 June 30,                    June 30,
                                                                           2002         2001             2002          2001
----------------------------------------------------------------------  ------------ ------------ ------------ -------------
Funds from Operations:
<S>                                                                          <C>          <C>         <C>            <C>
   Net income                                                                $2,719       $1,763      $ 4,546        $2,693
   Adjusted for:
      Extraordinary item - loss on early extinguishment of debt                 ---          ---          ---           180
      Depreciation and amortization attributable to
         discontinued operations                                                 82           90          172           180
      Depreciation and amortization uniquely significant to real estate       7,042        6,770       14,052        13,802
      Gain on sale of real estate                                              (460)          ---        (460)           ---
----------------------------------------------------------------------  ------------ ------------ ------------ -------------
         Funds from operations                                               $9,383       $8,623      $18,310       $16,855
----------------------------------------------------------------------  ------------ ------------ ------------ -------------

Weighted average units outstanding (1)                                       11,975       11,705       11,885        11,704
----------------------------------------------------------------------  ------------ ------------ ------------ -------------

Cash flow provided by (used in):

   Operating activities                                                                              $ 15,559      $ 16,687
   Investing activities                                                                                (3,226)      (11,952)
   Financing activities                                                                               (12,636)       (5,167)

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

</TABLE>

                                       20
<PAGE>

Economic Conditions and Outlook

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

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

Approximately  33% of our lease portfolio is scheduled to expire during 2002 and
2003. Approximately, 935,000 square feet of space is up for renewal during 2002,
20%  of  which  is  located  in  our  dominant  center  in  Riverhead,  NY,  and
approximately  848,000  square feet will come up for renewal in 2003. If we were
unable to  successfully  renew or release a significant  amount of this space on
favorable economic terms, the loss in rent could have a material, adverse effect
on our results of operations.

As of June 30, 2002, we have renewed  approximately  533,000 square feet, or 57%
of the square  feet  scheduled  to expire in 2002.  The  existing  tenants  have
renewed at an average base rental rate approximately 5% higher than the expiring
rate. We also  re-tenanted  132,000 square feet of vacant space during the first
six months of 2002 at a 6% increase  in the  average  base rental rate from that
which was  previously  charged.  Our factory outlet  centers  typically  include
well-known,  national,  brand name  companies.  By  maintaining  a broad base of
creditworthy  tenants  and a  geographically  diverse  portfolio  of  properties
located across the United States,  we reduce our operating and leasing risks. No
one tenant (including affiliates) accounts for more than 6% of our combined base
and  percentage  rental  revenues.  Accordingly,  we do not expect any  material
adverse  impact on our results of operation and financial  condition as a result
of leases to be renewed or stores to be released.

As of June  30,  2002,  our  centers  were  96%  occupied.  Consistent  with our
long-term  strategy of remerchandising  centers,  we will continue to hold space
off the market until an appropriate tenant is identified.  While we believe this
strategy  will add value to our  centers  in the  long-term,  it may  reduce our
average occupancy rate in the near term.


                                       21
<PAGE>


                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 6. Exhibits and Reports on Form 8-K

     (a)  Exhibits - None.


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


                                       22
<PAGE>


                                   SIGNATURES

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

                                TANGER PROPERTIES LIMITED PARTNERSHIP

                                By:Tanger GP Trust, its general partner


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





DATE: August 12, 2002

                                       23
<PAGE>