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, 2005

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

                        For the transition period from to

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

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

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

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

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

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

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

                                       1
<PAGE>


                      TANGER PROPERTIES LIMITED PARTNERSHIP

                                      Index

                          Part I. Financial Information

<TABLE>
<CAPTION>
                                                                                                     Page Number
Item 1.  Financial Statements (Unaudited)
<S>     <C>    <C>    <C>    <C>    <C>    <C>
           Consolidated Statements of Operations
                For the three and six months ended June 30, 2005 and 2004                                 3

           Consolidated Balance Sheets
                As of June 30, 2005 and December 31, 2004                                                 4

           Consolidated Statements of Cash Flows
                For the six months ended June 30, 2005 and 2004                                           5

           Notes to Consolidated Financial Statements                                                     6

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

Item 3.  Quantitative and Qualitative Disclosures about Market Risk                                      25

Item 4.  Controls and Procedures                                                                         26

                                             Part II. Other Information

Item 1.  Legal proceedings                                                                               27

Item 6.  Exhibits and Reports on Form 8-K                                                                27

Signatures                                                                                               28
</TABLE>


                                       2
<PAGE>

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

                                                                                  Three Months Ended              Six Months Ended
                                                                                      June 30,                       June 30,
                                                                                  2005          2004             2005         2004
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                    (unaudited)                   (unaudited)
REVENUES
<S>                                                                           <C>            <C>             <C>          <C>
  Base rentals                                                                $ 33,528       $32,041         $ 65,389     $ 63,501
  Percentage rentals                                                             1,267           958            2,153        1,669
  Expense reimbursements                                                        12,620        13,010           26,917       24,896
  Other income                                                                   1,205         2,388            2,152        3,238
-----------------------------------------------------------------------------------------------------------------------------------
       Total revenues                                                           48,620        48,397           96,611       93,304
-----------------------------------------------------------------------------------------------------------------------------------
EXPENSES
  Property operating                                                            14,611        14,719           30,851       28,142
  General and administrative                                                     3,711         3,254            6,755        6,411
  Depreciation and amortization                                                 11,420        12,955           24,350       25,112
-----------------------------------------------------------------------------------------------------------------------------------
       Total expenses                                                           29,742        30,928           61,956       59,665
-----------------------------------------------------------------------------------------------------------------------------------
Operating income                                                                18,878        17,469           34,655       33,639
  Interest expense                                                               8,167         8,901           16,395       17,765
-----------------------------------------------------------------------------------------------------------------------------------
Income before equity in earnings of unconsolidated
  joint ventures, minority interest, discontinued operations
  and loss on sale of real estate                                               10,711         8,568           18,260       15,874
Equity in earnings of unconsolidated joint ventures                                268           275              459          440
Minority interest in consolidated joint venture                                 (6,727)       (6,619)         (13,351)     (13,212)
-----------------------------------------------------------------------------------------------------------------------------------
Income from continuing operations                                                4,252         2,224            5,368        3,102
Discontinued operations                                                            ---         2,362              ---        2,726
-----------------------------------------------------------------------------------------------------------------------------------
Income before loss on sale of real estate                                        4,252         4,586            5,368        5,828
Loss on sale of real estate                                                        ---           ---           (4,690)         ---
-----------------------------------------------------------------------------------------------------------------------------------
Net income                                                                       4,252         4,586              678        5,828
Income allocated to limited partners                                             4,214         4,544              672        5,775
-----------------------------------------------------------------------------------------------------------------------------------
Income allocated to general partner                                               $ 38          $ 42                6           53
-----------------------------------------------------------------------------------------------------------------------------------


Basic earnings per common unit:
 Income from continuing operations                                               $ .25         $ .13            $ .04        $ .19
 Net income                                                                      $ .25         $ .28            $ .04        $ .35
-----------------------------------------------------------------------------------------------------------------------------------
Diluted earnings per common unit:
 Income from continuing operations                                               $ .25         $ .13            $ .04        $ .19
 Net income                                                                      $ .25         $ .28            $ .04        $ .35
-----------------------------------------------------------------------------------------------------------------------------------

Distributions paid per common unit                                              $.6450       $ .6250         $ 1.2700     $ 1.2400
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

                                       3
<PAGE>
<TABLE>
<CAPTION>
                 TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
                               CONSOLIDATED BALANCE SHEETS


                                                                                                 June 30,          December 31,
                                                                                                   2005                2004
------------------------------------------------------------------------------------------------------------------------------
                                                                                                         (unaudited)
ASSETS
 Rental property
<S>                                                                                             <C>                 <C>
   Land                                                                                         $113,284            $ 113,830
   Buildings, improvements and fixtures                                                          956,440              963,563
   Construction in progress                                                                        6,044                  ---
------------------------------------------------------------------------------------------------------------------------------
                                                                                               1,075,768            1,077,393
   Accumulated depreciation                                                                     (237,688)            (224,622)
------------------------------------------------------------------------------------------------------------------------------
   Rental property, net                                                                          838,080              852,771
 Cash and cash equivalents                                                                         3,536                4,089
 Deferred charges, net                                                                            54,818               58,851
 Other assets                                                                                     21,500               20,394
------------------------------------------------------------------------------------------------------------------------------
     Total assets                                                                               $917,934            $ 936,105
------------------------------------------------------------------------------------------------------------------------------

LIABILITIES, MINORITY INTEREST AND PARTNERS' EQUITY
Liabilities
 Debt
   Senior, unsecured notes                                                                      $100,000            $ 100,000
   Mortgages payable (including a premium of $7,916 and $9,346, respectively)                    290,197              308,342
   Unsecured note                                                                                 53,500               53,500
   Unsecured lines of credit                                                                      45,330               26,165
------------------------------------------------------------------------------------------------------------------------------
                                                                                                 489,027              488,007
 Construction trade payables                                                                       9,231               11,918
 Accounts payable and accrued expenses                                                            16,691               16,753
------------------------------------------------------------------------------------------------------------------------------
      Total liabilities                                                                          514,949              516,678
------------------------------------------------------------------------------------------------------------------------------
Commitments
Minority interest in consolidated joint venture                                                  225,103              222,673
------------------------------------------------------------------------------------------------------------------------------
Partners' equity
  General partner                                                                                    468                  653
  Limited partner                                                                                184,228              200,076
  Deferred compensation                                                                           (6,372)              (3,975)
  Accumulated other comprehensive loss                                                              (442)                 ---
------------------------------------------------------------------------------------------------------------------------------
     Total partners' equity                                                                      177,882              196,754
------------------------------------------------------------------------------------------------------------------------------
      Total liabilities, minority interest and partners' equity                                 $917,934            $ 936,105
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

                                       4
<PAGE>
<TABLE>
<CAPTION>
                                 TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
                                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                     (In thousands)
                                                                                                      Six Months Ended
                                                                                                            June 30,
                                                                                                      2005          2004
-------------------------------------------------------------------------------------------------------------------------
                                                                                                          (unaudited)
OPERATING ACTIVITIES
<S>                                                                                                  <C>         <C>
 Net income                                                                                          $ 678       $ 5,828
 Adjustments to reconcile net income to net cash provided by
  operating activities
   Depreciation and amortization                                                                    24,350        25,559
   Amortization of deferred financing costs                                                            689           727
   Equity in earnings of unconsolidated joint ventures                                                (459)         (440)
   Consolidated joint venture minority interest                                                     13,351        13,212
   Compensation expense related to restricted shares and share options granted                         709         1,003
   Amortization of debt premium                                                                     (1,430)       (1,245)
  (Gain) loss on sale of real estate                                                                 4,690        (2,084)
   Gain on sale of outparcels of land                                                                 (127)       (1,219)
   Net accretion of market rent rate adjustment                                                       (659)         (370)
   Distributions received from unconsolidated joint ventures                                           950           750
   Straight-line base rent adjustment                                                                 (651)         (218)
   Increase (decrease) due to changes in:
   Other assets                                                                                       (242)       (1,363)
   Accounts payable and accrued expenses                                                              (504)          959
-------------------------------------------------------------------------------------------------------------------------
     Net cash provided by operating activities                                                      41,345        41,099
-------------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
 Additions to rental property                                                                      (13,451)       (6,907)
 Additions to investments in unconsolidated joint ventures                                            (950)          ---
 Additions to deferred lease costs                                                                  (1,418)         (924)
 Net proceeds from sale of real estate                                                               2,211         8,945
 Increase in escrow from rental property purchase                                                      ---        (6,565)
-------------------------------------------------------------------------------------------------------------------------
     Net cash used in investing activities                                                         (13,608)       (5,451)
-------------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
 Cash distributions paid                                                                           (21,333)      (20,386)
 Distributions to consolidated joint venture minority interest                                     (10,921)      (11,135)
 Contribution from sole shareholder of general partner                                                 ---        13,173
 Proceeds from issuance of debt                                                                     74,990        40,350
 Repayments of debt                                                                                (72,540)      (65,850)
 Additions to deferred financing costs                                                                  (1)           (9)
 Proceeds from exercise of unit options                                                              1,515         7,022
-------------------------------------------------------------------------------------------------------------------------
     Net cash used in financing activities                                                         (28,290)      (36,835)
-------------------------------------------------------------------------------------------------------------------------
Net decrease in cash and cash equivalents                                                             (553)       (1,187)
Cash and cash equivalents, beginning of period                                                       4,089         9,864
-------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                                                           $ 3,536       $ 8,677
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

                                       5
<PAGE>

             TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2005
                                   (Unaudited)

1.       Business

Tanger Properties  Limited  Partnership,  a North Carolina limited  partnership,
develops,  owns,  operates and manages factory outlet centers. We are recognized
as one of the largest  owners and  operators  of factory  outlet  centers in the
United   States  of  America  with   ownership   interests   in  or   management
responsibilities for 33 centers in 22 states totaling 8.7 million square feet of
gross  leasable  area ("GLA") as of June 30, 2005.  We are  controlled by Tanger
Factory   Outlet   Centers,   Inc.,   a   fully-integrated,   self-administered,
self-managed real estate  investment trust ("REIT"),  as sole shareholder of our
general  partner,  Tanger GP Trust.  We provide  all  development,  leasing  and
management services for our centers. Unless the context indicates otherwise, the
term the "Operating Partnership" refers to Tanger Properties Limited Partnership
and subsidiaries and the term "Company" refers to Tanger Factory Outlet Centers,
Inc. and  subsidiaries.  The terms "we",  "our" and "us" refer to the  Operating
Partnership  or the  Operating  Partnership  and the  Company  together,  as the
context requires.

2.       Basis of Presentation

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

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

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


                                       6
<PAGE>

3.     Development of Rental Properties

Locust Grove, Georgia

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

Foley, Alabama

We are currently underway with construction of a 21,000 square foot expansion at
our center  located in Foley,  Alabama.  The estimated  cost of the expansion is
approximately  $3.8 million.  We currently expect to complete the expansion with
stores commencing operations during the fourth quarter of 2005. Leases have been
executed with Ann Taylor,  Skechers,  Tommy Hilfiger and others. Upon completion
of the expansion,  the company's Foley center will total  approximately  557,000
square feet.

Commitments  to  complete   construction  of  the  expansions  to  the  existing
properties and other capital expenditure  requirements amounted to approximately
$3.0 million at June 30, 2005. Commitments for construction represent only those
costs contractually required to be paid by us.

Interest costs capitalized  during the three months ended June 30, 2005 and 2004
amounted to $80,000 and $63,000, respectively, and for the six months ended June
30, 2005 and 2004 amounted to $113,000 and $124,000, respectively.

4. Investments in Unconsolidated Real Estate Joint Ventures


Our investments in unconsolidated real estate joint ventures aggregated $6.8 and
$6.7 million as of June 30, 2005 and December  31,  2004,  respectively.  We are
members of the following unconsolidated real estate joint ventures:

          Joint Venture      Our Ownership %            Project Location
---------------------------- --------------- -----------------------------------
TWMB Associates, LLC               50%            Myrtle Beach, South Carolina
Tanger Wisconsin Dells, LLC        50%             Wisconsin Dells, Wisconsin
Deer Park Enterprise, LLC          33%                Deer Park, New York


These investments are recorded  initially at cost and subsequently  adjusted for
our net  equity  in the  venture's  income  (loss)  and cash  contributions  and
distributions.  Our  investments  in real estate joint  ventures are included in
other assets and are also  reduced by 50% of the profits  earned for leasing and
development  services  we  provide to TWMB  Associates,  LLC  ("TWMB"),  a joint
venture in which we have a 50% ownership  interest.  The  following  management,
leasing and  development  fees were  recognized  from services  provided to TWMB
during  the  three  and six  month  periods  ended  June  30,  2005 and 2004 (in
thousands):

                             Three Months Ended         Six Months Ended
                                 June 30,                   June 30,
                              2005         2004         2005          2004
----------------------- ------------ ----------- ------------ -------------
Fee:
   Management                  $ 78        $ 69        $ 156         $ 137
   Leasing                      ---          78            5           139
   Development                  ---          17          ---            22
----------------------- ------------ ----------- ------------ -------------
Total Fees                     $ 78       $ 164        $ 161         $ 298
----------------------- ------------ ----------- ------------ -------------
                                       7
<PAGE>

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

TWMB Associates, LLC

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

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

Tanger Wisconsin Dells, LLC

In March 2005, we established Tanger Wisconsin Dells, LLC ("Wisconsin Dells"), a
joint  venture  in  which  we have a 50%  ownership  interest  with  Tall  Pines
Development of Wisconsin Dells,  LLC ("Tall Pines") as our venture  partner,  to
construct and operate a Tanger Outlet center in Wisconsin Dells,  Wisconsin.  We
have begun the early  development and leasing of the site and we and our partner
each made a capital  contribution  of $50,000 to the joint venture in June 2005.
We  currently  expect the center to be  approximately  250,000  square feet upon
total  build  out with the  initial  phase  scheduled  to open in 2006.  We have
evaluated the  accounting  treatment for the joint venture under the guidance of
FIN 46R and have concluded based on the current facts and circumstances that the
equity method of accounting should be used to account for the joint venture.

Deer Park Enterprise, LLC

In October 2003,  Deer Park  Enterprise,  LLC ("Deer Park"),  a joint venture in
which we have a one-third  ownership  interest,  entered  into a  sale-leaseback
transaction  for the  location on which it  ultimately  will  develop a shopping
center that will  contain  both outlet and big box retail  tenants in Deer Park,
New York.  The agreement  consisted of the sale of the property to Deer Park for
$29 million  which was being leased back to the seller under an operating  lease
agreement.  In November  2004,  the tenant gave notice  (within the terms of the
lease) that they intended to, and  subsequently  did, vacate the facility in May
2005. Annual rents received from the tenant were $3.4 million.  During the first
six months of 2005, we made additional equity contributions totaling $900,000 to
Deer Park.  Both of the other  members made equity  contributions  equal to ours
during the period.

                                       8
<PAGE>

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

                                                   As of             As of
Summary Balance Sheets                           June 30,         December 31,
 - Unconsolidated Joint Ventures:                  2005              2004
-------------------------------------------- --------------- -------------------
Assets:
    Investment properties at cost, net             $67,446             $69,865
    Cash and cash equivalents                        4,253               2,449
    Deferred charges, net                            1,433               1,973
    Other assets                                     4,245               2,826
-------------------------------------------- --------------- -------------------
        Total assets                               $77,377             $77,113
-------------------------------------------- --------------- -------------------
Liabilities and Owners' Equity:
    Mortgages payable                              $61,024             $59,708
    Construction trade payables                        477                 578
    Accounts payable and other liabilities           1,956                 702
-------------------------------------------- --------------- -------------------
        Total liabilities                           63,457              60,988
    Owners' equity                                  13,920              16,125
-------------------------------------------- --------------- -------------------
        Total liabilities and owners' equity       $77,377             $77,113
-------------------------------------------- --------------- -------------------

<TABLE>
<CAPTION>
                                                                 Three                      Six Months
                                                             Months Ended                      Ended
Consolidated Statements of Operations -                         June 30,                     June 30,
Unconsolidated Joint Ventures                             2005           2004           2005          2004
---------------------------------------------- ---------------- -------------- -------------- -------------

<S>                                                    <C>            <C>             <C>          <C>
Revenues                                               $ 2,933        $ 2,507         $5,444       $ 4,582
---------------------------------------------- ---------------- -------------- -------------- -------------

Expenses:
   Property operating                                    1,067            946          2,041         1,721
   General and administrative                               15             12             15            13
   Depreciation and amortization                           769            631          1,536         1,254
---------------------------------------------- ---------------- -------------- -------------- -------------
        Total expenses                                   1,851          1,589          3,592         2,988
---------------------------------------------- ---------------- -------------- -------------- -------------
Operating income                                         1,082            918          1,852         1,594
Interest expense                                           574            405            991           785
---------------------------------------------- ---------------- -------------- -------------- -------------
Net income                                               $ 508          $ 513          $ 861         $ 809
---------------------------------------------- ---------------- -------------- -------------- -------------

Tanger's share of:
---------------------------------------------- ---------------- -------------- -------------- -------------
Net income                                               $ 268          $ 275          $ 459         $ 440
Depreciation (real estate related)                         370            304            739           604
---------------------------------------------- ---------------- -------------- -------------- -------------
</TABLE>

5. Disposition of Properties

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

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

                                       9
<PAGE>

Below is a summary  of the  results  of  operations  for the North  Conway,  New
Hampshire  and  Dalton,  Georgia  properties  sold  during  the second and third
quarters of 2004,  which are accounted for under the  provisions of Statement of
Financial  Accounting  Standards  No. 144,  "Accounting  for the  Impairment  or
Disposal of Long-Lived  Assets" ("FAS 144") which  requires that all current and
prior periods presented reflect the discontinued operations (in thousands):

<TABLE>
<CAPTION>
                                                                      Three              Six
                                                                    Months Ended     Months Ended
                                                                   June 30, 2004    June 30, 2004
----------------------------------------------------------- --------------------- -------------------
Revenues
<S>                                                                         <C>              <C>
   Base rentals                                                             $572             $ 1,173
   Percentage rentals                                                          1                   1
   Expense reimbursements                                                    244                 507
   Other income                                                                9                  18
----------------------------------------------------------- --------------------- -------------------
     Total revenues                                                          826               1,699
----------------------------------------------------------- --------------------- -------------------
Expenses:
   Property operating                                                        316
                                                                                                 604
   General and administrative                                                  4
                                                                                                   6
   Depreciation and amortization                                             228                 447
----------------------------------------------------------- --------------------- -------------------
       Total expenses                                                        548               1,057
----------------------------------------------------------- --------------------- -------------------
Discontinued operations before gain on sale of
real estate                                                                  278                 642
Gain on sale of real estate                                                2,084               2,084
----------------------------------------------------------- --------------------- -------------------
Discontinued operations                                                    2,362               2,726
----------------------------------------------------------- --------------------- -------------------
</TABLE>

6.       Debt

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

7.      Other Comprehensive Income - Derivative Financial Instruments

During the first  quarter of 2005,  TWMB  entered  into an  interest  rate swap.
TWMB's interest rate swap agreement has been designated as a cash flow hedge and
is carried on TWMB's balance sheet at fair value.  At June 30, 2005, our portion
of the fair value of TWMB's  hedge is recorded as a reduction to  investment  in
joint ventures of approximately $442,000.
<TABLE>
<CAPTION>

                                                        Three Months Ended          Six Months Ended
                                                             June 30,                   June 30,
                                                         2005         2004        2005           2004
--------------------------------------------------- ----------- ------------ ------------ --------------
<S>                                                    <C>          <C>            <C>          <C>
Net income                                             $ 4,252      $ 4,586        $ 678        $ 5,828
--------------------------------------------------- ----------- ------------ ------------ --------------
Other comprehensive income (loss):
     Change in fair value of our portion of
        TWMB cash flow hedge                              (354)          35         (442)            62
--------------------------------------------------- ----------- ------------ ------------ --------------
Total comprehensive income                             $ 3,898      $ 4,621        $ 236        $ 5,890
--------------------------------------------------- ----------- ------------ ------------ --------------
</TABLE>

                                       10
<PAGE>




8.     Earnings Per Unit

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

                                                                         Three Months Ended           Six Months Ended
                                                                             June 30,                      June 30,

                                                                        2005          2004            2005        2004
---------------------------------------------------------------- ------------- ------------- -------------- -----------
Numerator:
<S>                                                                   <C>            <C>            <C>         <C>
   Income from continuing operations - basic and diluted              $ 4,252        $2,224         $5,368      $3,102
   Loss on sale of real estate not included in discontinued
    operations                                                            ---           ---         (4,690)        ---
---------------------------------------------------------------- ------------- ------------- -------------- -----------
   Adjusted income from continuing operations                           4,252         2,224            678       3,102
   Discontinued operations                                                ---         2,362            ---       2,726
---------------------------------------------------------------- ------------- ------------- -------------- -----------
   Net income - basic and diluted                                     $ 4,252       $ 4,586           $678      $5,828
---------------------------------------------------------------- ------------- ------------- -------------- -----------
Denominator:
   Basic weighted average common units                                 16,712        16,537         16,698      16,453
   Effect of outstanding unit options                                      69            74             73         100
   Effect of unvested restricted share awards                              27             6             22           5
---------------------------------------------------------------- ------------- ------------- -------------- -----------
   Diluted weighted average common units                               16,808        16,617         16,793      16,558

Basic earnings per common unit:
Income from continuing operations                                      $  .25         $ .13          $ .04       $ .19
Discontinued operations                                                   ---           .15            ---         .16
---------------------------------------------------------------- ------------- ------------- -------------- -----------
Net income                                                             $  .25         $ .28          $ .04       $ .35

Diluted earnings per common unit:
Income from continuing operations                                      $  .25         $ .13          $ .04       $ .19
Discontinued operations                                                   ---           .15            ---         .16
---------------------------------------------------------------- ------------- ------------- -------------- -----------
Net income                                                             $  .25         $ .28          $ .04       $ .35
---------------------------------------------------------------- ------------- ------------- -------------- -----------
</TABLE>


The computation of diluted earnings per unit excludes options to purchase common
units when the exercise  price is greater  than the average  market price of the
common units for the period.  The market price of the common units is considered
to be  equivalent  to the  market  price of the  common  shares of the  Company.
Options  excluded from the  computation of diluted  earnings per unit were 1,000
and 199,000 for the three months ended June 30, 2005 and 2004, respectively. For
the six  months  ended  June 30,  2005 and 2004,  500 and  92,000  options  were
excluded from the computation, respectively.

At June 30, 2005 and December 31, 2004, the ownership interests of the Operating
Partnership consisted of the following:

                                                        2005            2004
-------------------------------------------- ---------------- ---------------
   Common units:
   General partner                                   150,000         150,000
   Limited partners                               16,730,813      16,604,813
-------------------------------------------- ---------------- ---------------
Total                                             16,880,813      16,754,813
-------------------------------------------- ---------------- ---------------

                                       11
<PAGE>

9.     Deferred Compensation

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

10.     Non-Cash Investing and Financing Activities

We purchase  capital  equipment  and incur costs  relating  to  construction  of
facilities, including tenant finishing allowances. Capitalized costs included in
construction  trade  payables  as of June 30,  2005 and  2004  amounted  to $9.2
million  and $6.3  million,  respectively.  We  recognized  charges to  deferred
compensation  related to the issuance of the Company's  restricted common shares
and unit options of $3.1 and $4.4  million  during the six month  periods  ended
June 30, 2005 and 2004, respectively.

11.     New Accounting Pronouncements

In December 2004, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards No. 123 (revised 2004),  "Share-Based  Payment"
("FAS 123R"), which replaces FAS 123 which we adopted effective January 1, 2003.
We expect to adopt FAS 123R on January 1, 2006. We are currently  evaluating the
effect of the adoption of FAS 123R on our consolidated financial statements.

In June  2005,  the  FASB  ratified  the  EITF's  consensus  on Issue  No.  04-5
"Determining  Whether a General  Partner,  or the  General  Partners as a Group,
Controls a Limited  Partnership or Similar Entity When the Limited Partners Have
Certain  Rights".  This  consensus  establishes  the  presumption  that  general
partners in a limited partnership control that limited partnership regardless of
the  extent  of  the  general  partners   ownership   interest  in  the  limited
partnership.  The consensus  further  establishes that the rights of the limited
partners can overcome the presumption of control by the general partners, if the
limited partners have either (a) the substantive ability to dissolve (liquidate)
the limited  partnership or otherwise  remove the general partners without cause
or (b) substantive  participating rights.  Whether the presumption of control is
overcome is a matter of judgment based on the facts and circumstances, for which
the  consensus  provides  additional  guidance.   This  consensus  is  currently
applicable  to us for  new or  modified  partnerships,  and  will  otherwise  be
applicable to existing  partnerships in 2006. This consensus  applies to limited
partnerships or similar entities,  such as limited liability companies that have
governing   provisions   that  are  the  functional   equivalent  of  a  limited
partnership.  We believe this  consensus  will have no impact on the  accounting
treatment currently applied to our joint ventures.

                                       12
<PAGE>

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

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

The  discussion  of  our  results  of  operations  reported  in  the  unaudited,
consolidated  statements of  operations  compares the three and six months ended
June 30,  2005  with the three  and six  months  ended  June 30,  2004.  Certain
comparisons  between the periods are made on a percentage  basis as well as on a
weighted  average gross leasable area ("GLA")  basis, a technique  which adjusts
for certain  increases or  decreases in the number of centers and  corresponding
square feet related to the development, acquisition, expansion or disposition of
rental  properties.  The computation of weighted average GLA, however,  does not
adjust for  fluctuations in occupancy which may occur subsequent to the original
opening date.

Cautionary Statements

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

-    national and local general economic and market conditions;

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

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

-    competition;

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

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

-    the risk that  historically high fuel prices may impact consumer travel and
     spending habits;

                                       13
<PAGE>

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

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

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

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

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

-    business disruptions;

-    the ability to attract and retain qualified personnel;

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

-    retention of earnings.

     General Overview

At June 30, 2005, we had ownership  interests in or management  responsibilities
for 33 centers in 22 states  totaling  8.7 million  square  feet  compared to 38
centers in 23 states  totaling  9.3 million  square feet at June 30,  2004.  The
activity in our portfolio of properties since June 30, 2004 is summarized below:

<TABLE>
<CAPTION>

                                                      No. of       GLA
                                                      Centers     (000's)     States
-------------------------------------------------- ----------- ----------- ------------
<S>        <C> <C>                                        <C>      <C>             <C>
As of June 30, 2004                                       38       9,321           23
     Expansion:
         Myrtle Beach Hwy 17, South Carolina -           ---          28          ---
              (unconsolidated joint venture)
     Dispositions:
         Dalton, Georgia (wholly-owned)                   (1)       (173)         ---
         Vero Beach, Florida (managed)                    (1)       (329)         ---
         Seymour, Indiana (wholly-owned)                  (1)       (141)          (1)
         North Conway, New Hampshire (managed)            (2)        (40)         ---
         Other                                           ---                      ---
                                                                      (5)
-------------------------------------------------- ----------- ----------- ------------
As of June 30, 2005                                       33       8,661           22
-------------------------------------------------- ----------- ----------- ------------
</TABLE>

                                       14
<PAGE>

A summary of the  operating  results for the three and six months ended June 30,
2005  and  2004 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,
                                                                              2005         2004         2005          2004
---------------------------------------------------------------------- ------------ ------------ ------------ -------------
GLA at end of period (000's)
<S>                                                                          <C>          <C>          <C>           <C>
     Wholly owned                                                            4,923        5,240        4,923         5,240
     Partially-owned (consolidated) (1)                                      3,271        3,273        3,271         3,273
     Partially owned (unconsolidated) (2)                                      402          374          402           374
     Managed                                                                    65          434           65           434
---------------------------------------------------------------------- ------------ ------------ ------------ -------------
Total GLA at end of period (000's)                                           8,661        9,321        8,661         9,321
---------------------------------------------------------------------- ------------ ------------ ------------ -------------
Weighted average GLA (000's) (1) (3)                                         8,196        8,339        8,238         8,339
Occupancy percentage at end of period (4)                                       97%          95%          97%           95%

     Per square foot for wholly owned and partially owned (consolidated) properties
Revenues
     Base rentals                                                            $4.09        $3.84        $7.94         $7.61
     Percentage rentals                                                        .15          .11          .26           .20
     Expense reimbursements                                                   1.54         1.56         3.27          2.99
     Other income                                                              .15          .29          .26           .39
---------------------------------------------------------------------- ------------ ------------ ------------ -------------
         Total revenues                                                       5.93         5.80        11.73         11.19
---------------------------------------------------------------------- ------------ ------------ ------------ -------------
Expenses
     Property operating                                                       1.78         1.77         3.74          3.38
     General and administrative                                                .45          .39          .82           .77
     Depreciation and amortization                                            1.39         1.55         2.96          3.01
---------------------------------------------------------------------- ------------ ------------ ------------ -------------
         Total expenses                                                       3.62         3.71         7.52          7.16
---------------------------------------------------------------------- ------------ ------------ ------------ -------------
Operating income                                                              2.31         2.09         4.21          4.03
---------------------------------------------------------------------- ------------ ------------ ------------ -------------
     Interest expense                                                         1.00         1.07         1.99          2.13
---------------------------------------------------------------------- ------------ ------------ ------------ -------------
Income before equity in earnings of unconsolidated joint
 ventures, minority interest, discontinued operations and
 loss on sale of real estate                                                 $1.31        $1.02        $2.22         $1.90
---------------------------------------------------------------------- ------------ ------------ ------------ -------------
</TABLE>

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

                                       15
<PAGE>

The table set forth below  summarizes  certain  information  with respect to our
existing centers in which we have an ownership interest as of June 30, 2005.




                                                  GLA                  %
                 Location                        (sq. ft.)         Occupied
------------------------------------------- --------------- ---- --------------
Riverhead, NY (1)                                  729,497            99
Rehoboth, DE (1) (2)                               568,873           100
Foley, AL (2)                                      535,494            99
San Marcos, TX                                     442,510            99
Myrtle Beach Hwy 501, SC (2)                       427,417            93
Sevierville, TN (1)                                419,038           100
Myrtle Beach Hwy 17, SC (1) (3)                    401,992           100
Hilton Head, SC (2)                                393,094            90
Commerce II, GA                                    340,656            99
Howell, MI                                         324,631            96
Park City, UT (2)                                  300,602            99
Westbrook, CT (2)                                  291,051            92
Branson, MO                                        277,883           100
Williamsburg, IA                                   277,230            96
Lincoln City, OR (2)                               270,280            92
Tuscola, IL (2)                                    256,514            76
Lancaster, PA                                      255,152            99
Locust Grove, GA                                   247,454            98
Gonzales, LA                                       245,199           100
Tilton, NH (2)                                     227,998            96
Fort Meyers, FL                                    198,924            91
Commerce I, GA                                     185,750            86
Terrell, TX                                        177,490            99
North Branch, MN                                   134,480           100
West Branch, MI                                    112,120            97
Barstow, CA                                        108,950            98
Blowing Rock, NC                                   105,332           100
Pigeon Forge, TN (1)                                94,694            96
Nags Head, NC                                       82,178           100
Boaz, AL                                            79,575            95
Kittery I, ME                                       59,694           100
Kittery II, ME                                      24,619           100
------------------------------------------- --------------- ---- --------
                                                 8,596,371            97
------------------------------------------ ---------------- ---- --------

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

                                       16
<PAGE>

The table set forth below  summarizes  certain  information  as of June 30, 2005
related to GLA and debt with respect to our existing centers in which we have an
ownership interest and which serve as collateral for existing mortgage loans.

<TABLE>
<CAPTION>
                                                     Mortgage Debt
                                                    (000's) as of
                                             GLA       June 30,          Interest    Maturity
Location                               (sq. ft.)          2005            Rate         Date
----------------------------- ------------------- -------------------- ----------- ---------------
<S>                                      <C>                  <C>          <C>          <C>  <C>
Commerce I, GA                           185,750              $ 7,012      9.125%       9/10/2005

Williamsburg, IA                         277,230
San Marcos I, TX                         221,073
West Branch, MI                          112,120
Kittery I, ME                             59,694
----------------------------- ------------------- -------------------- ----------- ---------------
                                         670,117               59,730      7.875%       4/01/2009

San Marcos II, TX                        221,437               18,266      7.980%       4/01/2009

Blowing Rock, NC                         105,332                9,286      8.860%       9/01/2010

Nags Head, NC                             82,178                6,301      8.860%       9/01/2010

Rehoboth  Beach, DE                      568,873
Foley, AL                                535,494
Myrtle Beach Hwy 501, SC                 427,417
Hilton Head, SC                          393,094
Park City, UT                            300,602
Westbrook, CT                            291,051
Lincoln City, OR                         270,280
Tuscola, IL                              256,514
Tilton, NH                               227,998
----------------------------- ------------------- -------------------- ----------- ---------------
                                       3,271,323              181,686      6.590%       7/10/2008
Debt premium                                                    7,916
------------------------------------------------- -------------------- ----------- ---------------
Totals                                 4,536,137             $290,197
============================= =================== ==================== =========== ===============
</TABLE>

                                       17
<PAGE>

RESULTS OF OPERATIONS

Comparison  of the three  months  ended June 30, 2005 to the three  months ended
June 30, 2004

Base rentals increased $1.5 million,  or 5%, in the 2005 period when compared to
the same period in 2004.  The  increase is  primarily  due to an increase in the
overall  occupancy rate and increasing  rental rates on renewals.  Base rent per
weighted  average  GLA  increased  by $.25 per square foot from $3.84 per square
foot in the 2004 period to $4.09 per square foot in the 2005 period. The overall
portfolio occupancy at June 30, 2005 increased 2% compared to June 30, 2004 from
95% to 97%,  while the average  increase in base rental rates on lease  renewals
and  re-tenanting of vacant space during the 2005 period was 6%. Also, base rent
is impacted by the amortization of above/below market rate lease values recorded
as  part  of  the  required  purchase  price  allocation   associated  with  the
acquisition  of the Charter Oaks  Partners'  portfolio  of nine  factory  outlet
centers  totaling 3.3 million  square feet in December 2003. We and an affiliate
of Blackstone Real Estate Advisors ("Blackstone") acquired the portfolio through
a consolidated joint venture in the form of a limited liability  company,  COROC
Holdings,  LLC  ("COROC").  The values of the above and below market  leases are
amortized  and  recorded  as either  an  increase  (in the case of below  market
leases) or a decrease (in the case of above market leases) to rental income over
the remaining term of the associated  lease.  For the 2005 period we recorded an
increase of $613,000 to rental income for the net  amortization of market leases
compared with an increase of $310,000 for the 2004 period.  If a tenant  vacates
its  space  prior to the  contractual  termination  of the  lease  and no rental
payments  are being made on the lease,  any  unamortized  balance of the related
above/below  market lease value will be written off and could materially  impact
our net income  positively or  negatively.  For the period from June 30, 2004 to
June 30, 2005,  none of our centers  experienced a negative  occupancy  trend of
more than 10%.

Percentage  rentals,  which represent revenues based on a percentage of tenants'
sales volume above predetermined  levels (the "breakpoint"),  increased $309,000
or 32%, and on a weighted  average GLA basis,  increased $.04 per square foot in
2005  compared  to  2004.  The  percentage  rents  in 2004  were  reduced  by an
allocation to the previous owner of the COROC portfolio for their pro-rata share
of percentage  rents  associated with tenants whose sales lease year began prior
to December 19, 2003, the date of COROC's acquisition of the portfolio. Reported
same-space  sales per square foot for the rolling  twelve  months ended June 30,
2005 were $316 per square foot.  This  represents a 3% increase  compared to the
same period in 2004.  Same-space  sales is defined as the weighted average sales
per square foot reported in space open for the full duration of each  comparison
period.

Expense reimbursements, which represent the contractual recovery from tenants of
certain  common  area  maintenance,   insurance,   property  tax,   promotional,
advertising and management expenses,  generally fluctuate  consistently with the
related  reimbursable  property  operating  expenses.   Expense  reimbursements,
expressed as a percentage of property operating expenses,  decreased from 88% in
the 2004  period  to 86% in the 2005  period  primarily  as a result  of  higher
non-reimbursable expenses.

Other income  decreased $1.2 million,  or 50%, in 2005 compared to 2004 and on a
weighted  average GLA basis,  decreased  $.14 per square foot from $.29 to $.15.
Other income in the 2004 period  includes  gains from the sale of  outparcels of
land of $1.2 million  compared to one  outparcel  sale in the 2005 period with a
related gain of approximately $127,000.

                                       18
<PAGE>

General and  administrative  expenses  increased  $457,000,  or 14%, in the 2005
period as  compared  to the 2004  period  and on a weighted  average  GLA basis,
increased $.06 from $.39 to $.45. The increase is primarily due to  compensation
expense  related to  employee  unit  options  in the second  quarter of 2004 and
restricted  shares granted in 2004 and 2005 all of which are accounted for under
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation"  ("FAS  123").  As a  percentage  of total  revenues,  general and
administrative expenses increased from 7% in the 2004 to 8% in 2005.

Depreciation  and amortization per weighted average GLA decreased from $1.55 per
square foot in the 2004 period to $1.39 per square foot in the 2005 period. This
was due principally to the accelerated  depreciation and amortization of certain
assets in the acquisition of the COROC properties in December 2003 accounted for
under   Statement  of  Financial   Accounting   Standards  No.  141,   "Business
Combinations"  ("FAS 141") for tenants that  terminated  their leases during the
2004 period.

Interest expense decreased  $734,000,  or 8%, during the 2005 period as compared
to 2004 period due primarily to the decrease in overall debt  outstanding in the
2005 period versus the 2004 period.  Outstanding  debt has been reduced  through
proceeds from property sales during 2004 and 2005 and proceeds from the exercise
of employee unit options.

During  the second  and third  quarters  of 2004,  we sold  properties  in North
Conway,  New  Hampshire  and Dalton,  Georgia that  qualified  for  treatment as
discontinued  operations  based  on  the  guidance  of  Statement  of  Financial
Accounting  Standards  No. 144,  "Accounting  for the  Impairment or Disposal of
Long-Lived Assets" ("FAS 144"). For these properties,  the results of operations
from the first quarter of 2004 are recorded in discontinued operations.

Comparison  of the six months  ended June 30, 2005 to the six months  ended June
30, 2004

Base rentals increased $1.9 million,  or 3%, in the 2005 period when compared to
the same period in 2004.  The  increase is  primarily  due to an increase in the
overall  occupancy rate and increasing  rental rates on renewals.  Base rent per
weighted  average  GLA  increased  by $.33 per square foot from $7.61 per square
foot in the 2004 period to $7.94 per square foot in the 2005 period. The overall
portfolio occupancy at June 30, 2005 increased 2% compared to June 30, 2004 from
95% to 97%,  while the average  increase in base rental rates on lease  renewals
and  re-tenanting of vacant space during the 2005 period was 8%. Also, base rent
is impacted by the amortization of above/below market rate lease values recorded
as  part  of  the  required  purchase  price  allocation   associated  with  the
acquisition  of the COROC  portfolio.  The values of the above and below  market
leases are  amortized  and  recorded as either an increase (in the case of below
market  leases) or a  decrease  (in the case of above  market  leases) to rental
income over the remaining term of the associated  lease.  For the 2005 period we
recorded an increase of $659,000 to rental  income for the net  amortization  of
market leases  compared  with an increase of $370,000 for the 2004 period.  If a
tenant vacates its space prior to the  contractual  termination of the lease and
no rental payments are being made on the lease,  any unamortized  balance of the
related  above/below market lease value will be written off and could materially
impact our net income  positively  or  negatively.  For the period from June 30,
2004 to June 30,  2005,  none of our centers  experienced  a negative  occupancy
trend of more than 10%.

                                       19
<PAGE>

Percentage  rentals,  which represent revenues based on a percentage of tenants'
sales volume above predetermined  levels (the "breakpoint"),  increased $484,000
or 29%, and on a weighted  average GLA basis,  increased $.06 per square foot to
$.26 in 2005 compared to $.20 in 2004. The percentage rents in 2004 were reduced
by an allocation to the previous owner of the COROC portfolio for their pro-rata
share of percentage  rents  associated with tenants whose sales lease year began
prior to December 19, 2003,  the date of COROC's  acquisition  of the portfolio.
Reported  same-space  sales per square foot for the rolling  twelve months ended
June 30, 2005 were $316 per square foot. This represents a 3% increase  compared
to the same period in 2004.  Same-space sales is defined as the weighted average
sales per  square  foot  reported  in space open for the full  duration  of each
comparison period.

Expense reimbursements, which represent the contractual recovery from tenants of
certain  common  area  maintenance,   insurance,   property  tax,   promotional,
advertising and management expenses,  generally fluctuate  consistently with the
related  reimbursable  property  operating  expenses.   Expense  reimbursements,
expressed as a percentage of property operating expenses,  decreased from 88% in
the 2004  period  to 87% in the 2005  period  primarily  as a result  of  higher
non-reimbursable expenses.

Other income  decreased $1.1 million,  or 34%, in 2005 compared to 2004 and on a
weighted  average GLA basis,  decreased  $.13 per square foot from $.39 to $.26.
Other income in the 2004 period  includes  gains from the sale of  outparcels of
land of $1.2 million  compared to one  outparcel  sale in the 2005 period with a
related gain of approximately $127,000.

Property  operating  expenses  increased  by $2.7  million,  or 10%, in the 2005
period as compared  to the 2004  period  and,  on a weighted  average GLA basis,
increased  $.36 per  square  foot  from  $3.38 to  $3.74.  The  increase  is due
primarily  higher snow  removal  costs in our  northeastern  properties  in 2005
versus 2004 and other  increases  in  advertising  and common  area  maintenance
expenses.

General  and  administrative  expenses  increased  $344,000,  or 5%, in the 2005
period  as  compared  to the 2004  period.  The  increase  is  primarily  due to
compensation  expense  related to employee unit options in the second quarter of
2004 and  restricted  shares granted in 2004 and 2005 all of which are accounted
for under FAS 123. As a percentage of total revenues, general and administrative
expenses were 7% in both the 2004 and 2005 periods.

Depreciation  and amortization per weighted average GLA decreased from $3.01 per
square foot in the 2004 period to $2.96 per square foot in the 2005 period. This
was due principally to the accelerated  depreciation and amortization of certain
assets in the acquisition of the COROC properties in December 2003 accounted for
under FAS 141 for tenants that terminated their leases during the 2004 period.

Interest expense decreased  $762,000,  or 3%, during the 2005 period as compared
to 2004 period due primarily to the decrease in overall debt  outstanding in the
2005 period versus the 2004 period.  Outstanding  debt has been reduced  through
proceeds from property sales during 2004 and 2005 and proceeds from the exercise
of employee unit options.

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

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

                                       20
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Net cash  provided by operating  activities  was $41.3 million and $41.1 million
for the six months ended June 30, 2005 and 2004, respectively.  Net cash used in
investing  activities  was $13.6  million and $5.5 million  during the first six
months of 2005 and 2004,  respectively.  The increase was due  primarily to cash
used in the 2005  period for the  expansions  at our Locust  Grove,  Georgia and
Foley,  Alabama centers and significant tenant allowances paid. Net cash used in
financing  activities  was $28.3 million and $36.8 million  during the first six
months  of 2005 and  2004,  respectively.  Cash  used was lower in 2005 due to a
change of $28 million in cash  provided by net  proceeds  from debt from 2004 to
2005,  offset by proceeds of $7.0  million from the exercise of unit options and
the issuance of 690,000 of the Company's common shares for net proceeds of $13.2
million in 2004, which were contributed to the Operating Partnership in exchange
for 345,000 limited partnership units.

Developments, Dispositions and Joint Ventures

Any  developments  or expansions that we or a joint venture that we are involved
in, have planned or anticipated may not be started or completed as scheduled, or
may not result in  accretive  net income.  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 an
increase in net income.

DEVELOPMENTS

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

We are currently underway with construction of a 21,000 square foot expansion at
our center  located in Foley,  Alabama.  The estimated  cost of the expansion is
approximately  $3.8 million.  We currently expect to complete the expansion with
stores commencing operations during the fourth quarter of 2005. Leases have been
executed with Ann Taylor,  Skechers,  Tommy Hilfiger and others. Upon completion
of the expansion,  the company's Foley center will total  approximately  557,000
square feet.

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

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

                                       21
<PAGE>

DISPOSITIONS

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

JOINT VENTURES

TWMB Associates, LLC

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

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

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

Tanger Wisconsin Dells, LLC

In March 2005, we established Tanger Wisconsin Dells, LLC ("Wisconsin Dells"), a
joint  venture  in  which  we have a 50%  ownership  interest  with  Tall  Pines
Development of Wisconsin Dells,  LLC ("Tall Pines") as our venture  partner,  to
construct and operate a Tanger Outlet center in Wisconsin Dells,  Wisconsin.  In
June 2005, we and our partner each made a capital contribution of $50,000 to the
joint venture.  We have begun the early  development and leasing of the site. We
currently expect the center to be  approximately  250,000 square feet upon total
build out with the initial phase scheduled to open in 2006.

                                       22
<PAGE>

Deer Park Enterprise, LLC

In October 2003,  Deer Park  Enterprise,  LLC ("Deer Park"),  a joint venture in
which we have a one-third  ownership  interest,  entered  into a  sale-leaseback
transaction  for the  location on which it  ultimately  will  develop a shopping
center that will  contain  both outlet and big box retail  tenants in Deer Park,
New York.  The agreement  consisted of the sale of the property to Deer Park for
$29 million  which was being leased back to the seller under an operating  lease
agreement.  In November  2004,  the tenant gave notice  (within the terms of the
lease) that they intended to, and  subsequently  did, vacate the facility in May
2005. Annual rents received from the tenant were $3.4 million.  During the first
six months of 2005, we made additional equity contributions totaling $900,000 to
Deer Park.  Both of the other  members made equity  contributions  equal to ours
during the period.

Financing Arrangements

In April 2005, we paid in full at maturity a $13.7 million,  9.77% mortgage with
New York Life with amounts  available under our unsecured  lines of credit.  The
collateral  securing the mortgage,  our Lancaster,  Pennsylvania  property,  was
released  upon  satisfaction  of the loan.  In September  2005, a $7.0  million,
9.125%  mortgage  with New York Life matures and we currently  expect to pay off
the mortgage with amounts  available  under our unsecured  lines of credit.  The
collateral  securing the  mortgage,  our Commerce I, Georgia  property,  will be
released upon satisfaction of the loan.

During June 2005,  Moody's  Investors Service announced an upgrade to our senior
unsecured debt rating to an investment grade rating of Baa3,  citing our success
in  integrating  the Charter Oak portfolio of  properties  purchased in December
2003,  improved  performance  and  progress  in  unencumbering  several  of  our
properties.  The upgrade also considered our laddered debt maturity schedule and
adequate liquidity.

At June 30, 2005, approximately 41% of our outstanding long-term debt, excluding
debt premium, was unsecured and approximately 44% of the gross book value of our
real estate  portfolio was  unencumbered.  The weighted  average  interest rate,
including  loan cost  amortization,  on average debt  outstanding  for the three
months ended June 30, 2005 and 2004 was 7.35% and 7.54%, respectively.

Together with the Company,  we intend to retain the ability to raise  additional
capital,  including  public  debt or  equity,  to pursue  attractive  investment
opportunities that may arise and to otherwise act in a manner that we believe to
be in our  unitholders'  best  interests.  During the third  quarter of 2005, we
expect  to  replenish  our  shelf  registration  to allow us to issue up to $600
million in either all debt or all equity or any combination thereof. To generate
capital for reinvestment into other attractive investment opportunities,  we may
also  consider  the  use  of  additional  operational  and  developmental  joint
ventures,  selling certain properties that do not meet our long-term  investment
criteria as well as outparcels on existing properties.

We maintain  unsecured,  revolving  lines of credit that  provided for unsecured
borrowings  of up to $125 million at June 30,  2005.  All of our lines of credit
have  maturity  dates of June 30, 2007.  Based on cash  provided by  operations,
existing  credit  facilities,   ongoing   negotiations  with  certain  financial
institutions  and  our  ability  to  sell  debt  or  equity  subject  to  market
conditions,  we believe that we have access to the  necessary  financing to fund
the planned capital expenditures during 2005.

                                       23
<PAGE>

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

On July 14,  2005,  the  Company's  Board of  Directors  declared a $.6450  cash
distribution  per common unit payable on August 15, 2005 to each  unitholder  of
record on July 29, 2005.

Off-Balance Sheet Arrangements

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

New Accounting Pronouncements

In December 2004, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards No. 123 (revised 2004),  "Share-Based  Payment"
("FAS 123R"), which replaces FAS 123 which we adopted effective January 1, 2003.
We expect to adopt FAS 123R on January 1, 2006. We are currently  evaluating the
effect of the adoption of FAS 123R on our consolidated financial statements.

In June  2005,  the  FASB  ratified  the  EITF's  consensus  on Issue  No.  04-5
"Determining  Whether a General  Partner,  or the  General  Partners as a Group,
Controls a Limited  Partnership or Similar Entity When the Limited Partners Have
Certain  Rights".  This  consensus  establishes  the  presumption  that  general
partners in a limited partnership control that limited partnership regardless of
the  extent  of  the  general  partners   ownership   interest  in  the  limited
partnership.  The consensus  further  establishes that the rights of the limited
partners can overcome the presumption of control by the general partners, if the
limited partners have either (a) the substantive ability to dissolve (liquidate)
the limited  partnership or otherwise  remove the general partners without cause
or (b) substantive  participating rights.  Whether the presumption of control is
overcome is a matter of judgment based on the facts and circumstances, for which
the  consensus  provides  additional  guidance.   This  consensus  is  currently
applicable  to us for  new or  modified  partnerships,  and  will  otherwise  be
applicable to existing  partnerships in 2006. This consensus  applies to limited
partnerships or similar entities,  such as limited liability companies that have
governing   provisions   that  are  the  functional   equivalent  of  a  limited
partnership.  We believe this  consensus  will have no impact on the  accounting
treatment currently applied to our joint ventures.

Critical Accounting Policies and Estimates

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

                                       24
<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.

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

As of June 30, 2005, we have renewed approximately 1,074,000 square feet, or 59%
of the square  feet  scheduled  to expire in 2005.  The  existing  tenants  have
renewed at an average base rental rate approximately 8% higher than the expiring
rate.  We also  re-tenanted  approximately  322,000  square feet of vacant space
during the first six months of 2005 at a 4% increase in the average  base rental
rate  from  that  which was  previously  charged.  Our  factory  outlet  centers
typically include well-known,  national,  brand name companies. By maintaining a
broad base of creditworthy  tenants and a  geographically  diverse  portfolio of
properties located across the United States, we reduce our operating and leasing
risks. No one tenant (including  affiliates) accounted for more than 5.5% of our
combined base and percentage rental revenues for the three months ended June 30,
2005.  Accordingly,  we do not expect any material adverse impact on our results
of  operations  and  financial  condition as a result of leases to be renewed or
stores to be re-leased.  As of June 30, 2005 and 2004,  our centers were 97% and
95%  occupied,   respectively.   Consistent  with  our  long-term   strategy  of
re-merchandising centers, we will continue to hold space off the market until an
appropriate tenant is identified.  While we believe this strategy will add value
to our centers in the long-term,  it may reduce our average  occupancy  rates in
the near term.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

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

                                       25
<PAGE>

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,
2005, TWMB would have paid approximately  $883,000 to terminate the agreement. A
1% decrease in the 30 day LIBOR index would  increase the amount paid by TWMB by
$154,000  to  approximately  $1.0  million.  The fair  value is based on  dealer
quotes,  considering current interest rates and remaining term to maturity. TWMB
does not intend to  terminate  the  interest  rate swap  agreement  prior to its
maturity. The fair value of this derivative is currently recorded as a liability
in TWMB's balance  sheet;  however,  if held to maturity,  the value of the swap
will be zero at that time.

The fair market value of long-term fixed interest rate debt is subject to market
risk. Generally, the fair market value of fixed interest rate debt will increase
as interest  rates fall and decrease as interest  rates rise. The estimated fair
value of our total  long-term  debt at June 30, 2005 was $506.2  million and its
recorded value was $489.0 million. A 1% increase from prevailing  interest rates
at June 30,  2005 would  result in a decrease  in fair value of total  long-term
debt by  approximately  $11.7 million.  Fair values were  determined from quoted
market prices, where available,  using current interest rates considering credit
ratings and the remaining terms to maturity.

Item 4. Controls and Procedures

The Chief Executive Officer,  Stanley K. Tanger,  and Vice President,  Treasurer
and Assistant Secretary, Frank C. Marchisello,  Jr., evaluated the effectiveness
of the  registrant's  disclosure  controls  and  procedures  on  June  30,  2005
(Evaluation   Date),  and  concluded  that,  as  of  the  Evaluation  Date,  the
registrant's  disclosure  controls and procedures  were effective to ensure that
information  the  registrant  is required  to  disclose in its filings  with the
Securities and Exchange Commission under the Securities and Exchange Act of 1934
is  recorded,  processed,  summarized  and  reported,  within  the time  periods
specified in the  Commission's  rules and forms,  and to ensure that information
required to be  disclosed by the  registrant  in the reports that it files under
the Exchange Act is accumulated and communicated to the registrant's management,
including its principal  executive officer and principal  financial officer,  as
appropriate to allow timely decisions regarding required disclosure.

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

                                       26
<PAGE>

                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 6. Exhibits and Reports on Form 8-K

(a)      Exhibits

10.8   Amended and Restated Employment Agreement of  Willard A. Chafin. (Note 1)

10.18  Form of  Restricted  Share  Agreement  between the  Company  and  certain
       Officers. (Note 1)

10.19  Form of  Restricted  Share  Agreement  between the  Company  and  certain
       Officers with certain performance criteria vesting. (Note 1)

10.20  Form of  Restricted  Share  Agreement  between the  Company  and  certain
       Directors. (Note 1)

31.1   Principal  Executive  Officer Certification Pursuant to 18 U.S.C. Section
       1350, as Adopted  Pursuant to  Section 302 of the Sarbanes - Oxley Act of
       2002.
31.2   Principal  Financial  Officer Certification Pursuant to 18 U.S.C. Section
       1350, as Adopted  Pursuant to  Section 302 of the Sarbanes - Oxley Act of
       2002.
32.1   Principal  Executive  Officer Certification Pursuant to 18 U.S.C. Section
       1350, as Adopted  Pursuant to  Section 906 of the Sarbanes - Oxley Act of
       2002.
32.2   Principal  Financial  Officer Certification Pursuant to 18 U.S.C. Section
       1350, as Adopted  Pursuant to  Section 906 of the Sarbanes - Oxley Act of
       2002.

Notes to Exhibits:

1.   Incorporated  by reference to the exhibits to the  Operating  Partnership's
     Quarterly Report of Form 10-Q for the quarter ended March 31, 2005.

                                       27
<PAGE>


(b) Reports on Form 8-K

              None.

                                   SIGNATURES


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


                          TANGER PROPERTIES LIMITED PARTNERSHIP

                          By:       TANGER GP TRUST, its sole general partner

                          By:       /s/ Frank C. Marchisello, Jr.
                                    -----------------------------
                                    Frank C. Marchisello, Jr.
                                    Vice President, Treasurer and
                                    Assistant Secretary of Tanger GP Trust,
                                    sole general partner of the Registrant


DATE: August 5, 2005





                                       28
<PAGE>


                                  Exhibit Index


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

10.8     Amended and Restated Employment Agreement of Wilard A. Chafin. (Note 1)

10.21    Form of  Restricted  Share  Agreement  between the  Company and certain
         Officers. (Note 1)

10.22    Form of  Restricted  Share  Agreement  between the  Company and Certain
         Officers with certain performance criteria vesting. (Note 1)

10.23    Form of  Restricted  Share  Agreement  between the  Company and certain
         Directors. (Note 1)

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

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

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

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



                                       29