FORM 10-Q

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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

                For the quarterly period ended September 30, 2003

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

                        For the transition period from to

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

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

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

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

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



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

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


                                       1
<PAGE>
                      TANGER PROPERTIES LIMITED PARTNERSHIP

                                      Index

                          Part I. Financial Information

                                                                    Page Number

Item 1. Financial Statements (Unaudited)

        Statements of Operations
          For the three and nine months ended
          September 30, 2003 and 2002                                   3

        Balance Sheets
          As of September 30, 2003 and December 31, 2002                4

        Statements of Cash Flows
          For the nine months ended September 30, 2003 and 2002         5

        Notes to Financial Statements                                   6

Item 2. Management's Discussion and Analysis of Financial
          Condition and Results of Operations                          15

Item 3. Quantitative and Qualitative Disclosures about Market Risk     28

Item 4. Controls and Procedures                                        29

                           Part II. Other Information

Item 1. Legal proceedings                                              30

Item 6. Exhibits and Reports on Form 8-K                               30

Signatures                                                             30

                                       2
<PAGE>
<TABLE>
<CAPTION>
                                             TANGER PROPERTIES LIMITED PARTNERSHIP
                                                   STATEMENTS OF OPERATIONS
                                             (In thousands, except per unit data)

                                                                              Three Months Ended              Nine Months Ended
                                                                                 September 30,                  September 30,
                                                                               2003         2002              2003         2002
--------------------------------------------------------------------------------------------------------------------------------
                                                                                (unaudited)                    (unaudited)
REVENUES
<S>                                                                        <C>          <C>               <C>          <C>
  Base rentals                                                             $ 20,070     $ 18,673          $ 59,498     $ 55,058
  Percentage rentals                                                            793          778             1,743        1,956
  Expense reimbursements                                                      8,419        7,361            25,305       21,876
  Other income                                                                1,073        1,044             2,547        2,358
--------------------------------------------------------------------------------------------------------------------------------
       Total revenues                                                        30,355       27,856            89,093       81,248
--------------------------------------------------------------------------------------------------------------------------------
EXPENSES
  Property operating                                                         10,073        8,582            30,135       25,729
  General and administrative                                                  2,492        2,623             7,375        6,989
  Interest                                                                    6,427        7,171            19,707       21,418
  Depreciation and amortization                                               7,084        7,133            21,463       21,365
--------------------------------------------------------------------------------------------------------------------------------
       Total expenses                                                        26,076       25,509            78,680       75,501
--------------------------------------------------------------------------------------------------------------------------------
Income before equity in earnings of unconsolidated joint
  ventures and discontinued operations                                        4,279        2,347            10,413        5,747
Equity in earnings of unconsolidated joint ventures                             267          317               639          250
--------------------------------------------------------------------------------------------------------------------------------
Income from continuing operations                                             4,546        2,664            11,052        5,997
Discontinued operations                                                         ---          328              (815)       1,541
--------------------------------------------------------------------------------------------------------------------------------
Net income                                                                    4,546        2,992            10,237        7,538
Less applicable preferred unit distributions                                    ---         (443)             (806)      (1,329)
--------------------------------------------------------------------------------------------------------------------------------
Income available to common unitholders                                        4,546        2,549             9,431        6,209
Income allocated to limited partners                                          4,495        2,515             9,321        6,125
--------------------------------------------------------------------------------------------------------------------------------
Income allocated to general partner                                         $    51      $    34           $   110      $    84
--------------------------------------------------------------------------------------------------------------------------------


Basic earnings per common unit:
  Income from continuing operations                                           $ .34        $ .20             $ .80        $ .42
  Net income                                                                  $ .34        $ .22             $ .74        $ .56
--------------------------------------------------------------------------------------------------------------------------------

Diluted earnings per common unit:
  Income from continuing operations                                           $ .33        $ .19             $ .79        $ .41
  Net income                                                                  $ .33        $ .22             $ .73        $ .55
--------------------------------------------------------------------------------------------------------------------------------

Distributions paid per common unit                                            $ .62        $ .61            $ 1.84       $ 1.84
--------------------------------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of these financial statements.
</TABLE>
                                       3
<PAGE>
<TABLE>
<CAPTION>
                         TANGER PROPERTIES LIMITED PARTNERSHIP
                                     BALANCE SHEETS
                                     (In thousands)

                                                                                            September 30,     December 31,
                                                                                                2003              2002
----------------------------------------------------------------------------------------------------------------------------
                                                                                                     (unaudited)
ASSETS
  Rental Property
<S>                                                                                            <C>                 <C>
    Land                                                                                       $ 50,474            $ 51,274
    Buildings, improvements and fixtures                                                        583,269             571,125
----------------------------------------------------------------------------------------------------------------------------
                                                                                                633,743             622,399
    Accumulated depreciation                                                                   (191,628)           (174,199)
----------------------------------------------------------------------------------------------------------------------------
    Rental property, net                                                                        442,115             448,200
  Cash and cash equivalents                                                                         200               1,068
  Deferred charges, net                                                                           9,398              10,104
  Other assets                                                                                   13,510              18,008
----------------------------------------------------------------------------------------------------------------------------
      Total assets                                                                            $ 465,223           $ 477,380
----------------------------------------------------------------------------------------------------------------------------

LIABILITIES AND PARTNERS' EQUITY
Liabilities
  Debt
    Senior, unsecured notes                                                                   $ 147,509           $ 150,109
    Mortgages payable                                                                           172,552             174,421
    Lines of credit                                                                               7,272              20,475
----------------------------------------------------------------------------------------------------------------------------
                                                                                                327,333             345,005
  Construction trade payables                                                                     7,188               3,310
  Accounts payable and accrued expenses                                                          13,784              14,800
----------------------------------------------------------------------------------------------------------------------------
      Total liabilities                                                                         348,305             363,115
----------------------------------------------------------------------------------------------------------------------------
Commitments
Partners' equity
  General partner                                                                                   974               1,141
  Limited partners                                                                              116,062             113,361
  Accumulated other comprehensive loss                                                             (118)               (237)
----------------------------------------------------------------------------------------------------------------------------
      Total partners' equity                                                                    116,918             114,265
----------------------------------------------------------------------------------------------------------------------------
      Total liabilities and partners' equity                                                  $ 465,223           $ 477,380
----------------------------------------------------------------------------------------------------------------------------

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

                                       4
<PAGE>
<TABLE>
<CAPTION>
                                        TANGER PROPERTIES LIMITED PARTNERSHIP
                                              STATEMENTS OF CASH FLOWS
                                                   (In thousands)
                                                                                                  Nine Months Ended
                                                                                                     September 30,
                                                                                                 2003            2002
----------------------------------------------------------------------------------------------------------------------
                                                                                                     (unaudited)
OPERATING ACTIVITIES
<S>                                                                                          <C>              <C>
  Net income                                                                                 $ 10,237         $ 7,538
  Adjustments to reconcile net income to net cash provided by
    operating activities:
     Depreciation and amortization (including discontinued operations)                         21,552          21,572
     Amortization of deferred financing costs                                                     955             898
     Equity in earnings of unconsolidated joint ventures                                         (639)           (250)
     Compensation under Unit Option Plan                                                           76             ---
     Loss/(gain) on sale of real estate (included in discontinued operations)                     735            (460)
     Gain on sale of outparcels of land                                                           ---            (274)
     Straight-line base rent adjustment                                                           147             193
  Increase (decrease) due to changes in:
    Other assets                                                                                  529             (85)
    Accounts payable and accrued expenses                                                        (885)         (1,529)
----------------------------------------------------------------------------------------------------------------------
      Net cash provided by operating activites                                                 32,707          27,603
----------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
  Additions to rental property                                                                 (7,970)         (4,182)
  Acquisition of rental property                                                               (4,700)        (37,500)
  Additions to investments in unconsolidated joint ventures                                      (952)            (30)
  Additions to deferred lease costs                                                            (1,188)         (1,200)
  Net proceeds from sale of real estate                                                         2,076          17,737
  Decrease in escrow from rental property sale                                                  4,006             ---
  Distributions received from unconsolidated joint ventures                                     1,125             150
  Collections from officers                                                                       ---             331
----------------------------------------------------------------------------------------------------------------------
      Net cash used in investing activities                                                    (7,603)        (24,694)
----------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
  Cash distributions paid                                                                     (24,184)        (21,551)
  Contribution from sole shareholder of general partner                                           ---          27,960
  Payments for redemption of preferred units                                                     (372)            ---
  Proceeds from issuance of debt                                                               73,657          95,064
  Repayments of debt                                                                          (91,329)       (106,363)
  Additions to deferred financing costs                                                          (521)           (389)
  Proceeds from exercise of options                                                            16,777           2,067
----------------------------------------------------------------------------------------------------------------------
      Net cash used in financing activities                                                   (25,972)         (3,212)
----------------------------------------------------------------------------------------------------------------------
Net decrease in cash and cash equivalents                                                       (868)           (303)
Cash and cash equivalents, beginning of period                                                 1,068             503
----------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                                                       $ 200           $ 200
----------------------------------------------------------------------------------------------------------------------

Supplemental schedule of non-cash investing activities:
     We purchase capital  equipment and incurs costs relating to construction of
new facilities, including tenant finishing allowances.  Expenditures included in
construction trade payables as of September 30, 2003 and 2002 amounted to $7,188
and $4,041, respectively.

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

                                       5
<PAGE>
                      TANGER PROPERTIES LIMITED PARTNERSHIP
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2003
                                   (Unaudited)

1.   Business

Tanger Properties  Limited  Partnership,  a North Carolina limited  partnership,
develops,  owns,  operates and manages factory outlet centers.  At September 30,
2003, we operated 33 centers in 20 states  totaling 6.3 million  square feet. 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.  Unless  the  context
indicates  otherwise,   the  term  "Operating   Partnership"  refers  to  Tanger
Properties  Limited  Partnership 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  financial  statements  have been prepared  pursuant to accounting
principles generally accepted in the United States of America and should be read
in  conjunction  with the financial  statements  and notes thereto of our Annual
Report on Form 10-K for the year ended  December 31, 2002.  Certain  information
and note  disclosures  normally  included in  financial  statements  prepared in
accordance with accounting principles generally accepted in the United States of
America have been  condensed or omitted  pursuant to the Securities and Exchange
Commission's  ("SEC") rules and regulations,  although  management believes that
the disclosures are adequate to make the information presented not misleading.

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

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

Certain  amounts in the 2002  financial  statements  have been  reclassified  to
conform to the 2003 presentation. See Footnote 5.


                                       6
<PAGE>

3.   Changes in Significant Accounting Policy

The Company has a  non-qualified  and  incentive  share  option plan (the "Share
Option Plan") and the Operating Partnership has a non-qualified Unit option plan
(the "Unit Option  Plan").  Prior to 2003,  these plans were accounted for under
the recognition and  measurement  provisions of APB Opinion No. 25,  "Accounting
for Stock  Issued to  Employees",  and related  interpretations.  No  unit-based
employee  compensation  cost was  reflected  in 2002 net income,  as all options
granted under those plans had an exercise price equal to the market value of the
underlying  common  share on the date of grant.  Effective  January 1, 2003,  we
adopted  the  fair  value  recognition  provisions  of  Statement  of  Financial
Accounting  Standards No. 123,  "Accounting for Stock-Based  Compensation" ("FAS
123").  Under the modified  prospective  method of adoption selected by us under
the  provisions  of  Statement  of  Financial   Accounting  Standards  No.  148,
"Accounting  for  Stock-Based   Compensation-Transition   and  Disclosure  -  An
Amendment of FAS 123",  compensation cost recognized in 2003 is the same as that
which would have been recognized had the recognition  provisions of FAS 123 been
applied from its original  effective date. In accordance  with FAS 148,  results
for prior periods have not been restated.  The following  table  illustrates the
effect on net income and  earnings  per unit if the fair value based  method had
been applied to all outstanding  awards in each period (in thousands  except per
unit data):
<TABLE>
<CAPTION>
                                                                   Three Months Ended          Nine Months Ended
                                                                      September 30,               September 30,
                                                                   2003           2002         2003          2002
-------------------------------------------------------------- -------------- ------------ ------------ -------------
<S>                                                                  <C>           <C>         <C>            <C>
Net income                                                           $ 4,546       $2,992      $10,237        $7,538

Add: Stock-based employee compensation expense
     included in net income                                               20          ---           71           ---

Less: Total stock based employee compensation expense
     determined under fair value based method for all
     awards                                                             (20)         (42)         (71)        (119)
-------------------------------------------------------------- -------------- ------------ ------------ ------------
Pro forma net income                                                  $4,546       $2,950      $10,237       $7,419
-------------------------------------------------------------- -------------- ------------ ------------ -------------
Earnings per unit:
     Basic - as reported                                                $.34         $.22         $.74          $.56
     Basic - pro forma                                                   .34          .22          .74           .55

     Diluted - as reported                                              $.33         $.22         $.73          $.55
     Diluted - pro forma                                                 .33          .22          .73           .54
-------------------------------------------------------------- -------------- ------------ ------------ -------------
</TABLE>

4.   Acquisition and Development of Owned Rental Properties

In January 2003, we acquired a 29,000 square foot, 100% leased expansion located
contiguous with our existing factory outlet center in Sevierville, Tennessee for
$4.7 million.  Construction of an additional 35,000 square foot expansion of the
center was completed during the third quarter of 2003.

Commitments  to  complete   construction  of  the  expansions  to  the  existing
properties and other capital expenditure  requirements amounted to approximately
$1.1 million at September 30, 2003.  Commitments for construction represent only
those costs contractually required to be paid by us.

                                       7
<PAGE>

Interest costs capitalized  during the three months ended September 30, 2003 and
2002 amounted to $36,000 and $9,000, respectively, and for the nine months ended
September 30, 2003 and 2002 amounted to $57,000 and $168,000, respectively.

5.   Disposition of Owned Rental Properties

In May 2003,  we  completed  the sale of our  square  foot  property  located in
Martinsburg, West Virginia. Net proceeds received from the sale of this property
were approximately  $2.1 million.  As a result of the sale, we recognized a loss
on sale of real estate of approximately $735,000.

In June and November  2002,  respectively,  we completed  the sale of two of our
non-core   properties   located  in  Ft.   Lauderdale,   Florida   and   Bourne,
Massachusetts.  Net proceeds  received from the sales of these  properties  were
approximately  $19.9  million.  We retained  management  responsibility  for the
Bourne center after the completion of the sale,  however these  responsibilities
are not  considered a  significant  interest in the  property.  Management  fees
received were immaterial.

In August and December 2002, respectively,  we sold two outparcels of land which
had related land leases with  identifiable  cash flows, at two properties in our
portfolio. These sales totaled $700,000 in net proceeds.

In  accordance  with  Statement  of  Financial  Accounting  Standards  No.  144,
"Accounting  for the  Impairment or Disposal of Long-Lived  Assets" ("FAS 144"),
results of operations  and  gain/(loss)  on sales of real estate for  properties
with  identifiable cash flows sold subsequent to December 31, 2001 are reflected
in the  Statements  of  Operations as  discontinued  operations  for all periods
presented.  Below is a summary of the results of operations of these  properties
(in thousands):
<TABLE>
<CAPTION>
                                                        Three Months Ended         Nine Months Ended
                                                           September 30,             September 30,

                                                            2003         2002         2003           2002
----------------------------------------------------- ----------- ------------ ------------ --------------
<S>                                                       <C>           <C>          <C>          <C>
Base rentals                                              $  ---        $ 174        $  70        $ 1,300
Expense reimbursements                                       ---           47           30            406
Other income                                                 ---            4            2             12
----------------------------------------------------- ----------- ------------ ------------ --------------
     Total revenues                                          ---          225          102          1,718

Property operating expenses                                  ---           72           93            505
Depreciation and amortization                                ---           68           89            375
----------------------------------------------------- ----------- ------------ ------------ --------------
       Total expenses                                        ---          140          182            880
----------------------------------------------------- ----------- ------------ ------------ --------------
Income before gain/(loss) on sale of real estate             ---           85         (80)            838
Gain on sale of leased land outparcel                        ---          243          ---            243
(Loss)/gain on sale of real estate                           ---          ---        (735)            460
----------------------------------------------------- ----------- ------------ ------------ --------------
Discontinued operations                                   $  ---        $ 328       $(815)        $ 1,541
----------------------------------------------------- ----------- ------------ ------------ --------------
</TABLE>

                                       8
<PAGE>

6.   Investments in Real Estate Joint Ventures

TWMB Associates, LLC

In September 2001, we established TWMB Associates, LLC ("TWMB"), a joint venture
in which we have a 50%  ownership  interest with  Rosen-Warren  Myrtle Beach LLC
("Rosen-Warren")  as our venture  partner,  to construct  and operate the Tanger
Outlet center in Myrtle Beach,  South  Carolina.  Each member  contributed  $4.3
million in cash for a total initial equity in TWMB of $8.6 million. In June 2002
the first phase opened 100% leased at a cost of approximately $35.4 million with
approximately 260,000 square feet and 60 brand name outlet tenants.

In May,  June and July 2003,  58,000  square feet of stores opened in our 64,000
square  foot second  phase.  The entire  second  phase cost  approximately  $6.0
million.  The  remaining  6,000  square  feet is  expected to open in the fourth
quarter of 2003. Each member contributed  approximately $1.1 million each toward
the second phase which contains 22 additional brand name outlet tenants.

In addition,  TWMB is currently  underway  with a 79,000 square foot third phase
expansion of the Myrtle Beach center with an estimated  cost of the expansion of
$9.7  million.  TWMB expects to complete the  expansion  with stores  commencing
operations  during the summer of 2004.  Each member is expected to make  capital
contributions for the third phase of approximately  $1.7 million each during the
fourth quarter of 2003.  Upon completion of this third phase in 2004, the Myrtle
Beach center will total 403,000 square feet.

In  conjunction  with  the  construction  of  the  center,   TWMB  closed  on  a
construction  loan in September 2001 in the amount of $36.2 million with Bank of
America,  NA (Agent) and SouthTrust  Bank due in September 2005. As of September
30, 2003, the  construction  loan had a $29.2 million  balance.  In August 2002,
TWMB  entered  into an interest  rate swap  agreement  with Bank of America,  NA
effective through August 2004 with a notional amount of $19 million.  Under this
agreement,  TWMB  receives  a floating  interest  rate based on the 30 day LIBOR
index and pays a fixed interest rate of 2.49%. This swap effectively changes the
payment of interest on $19 million of variable  rate debt to fixed rate debt for
the contract period at a rate of 4.49%. TWMB pays interest on the balance of the
outstanding loan at a floating interest rate equal to LIBOR plus 2.00%. All debt
incurred by this unconsolidated  joint venture is collateralized by its property
as well as joint and several guarantees by Rosen-Warren and us.

Deer Park Enterprise, LLC

During the third  quarter of 2003,  we  established  a wholly owned  subsidiary,
Tanger Deer Park, LLC ("Tanger Deer Park").  In September 2003, Tanger Deer Park
entered into a joint  venture  agreement  with two other  members to create Deer
Park  Enterprise,  LLC ("Deer  Park").  All members in the joint venture have an
equal ownership interest of 33.33%. Deer Park was formed for the purpose of, but
not  limited  to,  developing  a site  located  in  Deer  Park,  New  York  with
approximately  790,000 square feet planned at total buildout. We expect the site
will contain both outlet and big box retail  tenants.  During the third quarter,
all three  members made equal equity  contributions  of $433,000  each into Deer
Park.

On October 10, 2003, Deer Park entered into a sale-leaseback transaction for the
above  mentioned  real  estate  located in Deer Park,  New York.  The  agreement
consists of the sale of the property to Deer Park for $29 million which is being
leased  back to the seller  under a 24 month  operating  lease  agreement.  Each
member made an  additional  equity  contribution  of $1.2 million at the time of
purchase.  In conjunction with the real estate  purchase,  Deer Park closed on a
loan in the amount of $19  million  with  Fleet  Bank due in October  2005 and a
purchase  money  mortgage  in the amount of $7 million.  Deer Park's  Fleet loan
incurs interest at a floating  interest rate equal to LIBOR plus 2.00%. The debt
incurred  by Deer Park is  collateralized  by the  property as well as joint and
several guarantees by all three parties.


                                       9
<PAGE>

In November  2002, the Financial  Accounting  Standards  Board  ("FASB")  issued
Interpretation  No. 45, "Guarantors  Accounting and Disclosure  Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others" ("FIN 45"),
which  addresses  the  disclosure  to be made by a guarantor  in its interim and
annual  financial  statements  about its obligations  under  guarantees.  FIN 45
applies to all guarantees entered in to or modified after December 31, 2002. FIN
45 also requires the  recognition of a liability by a guarantor at the inception
of certain  guarantees.  FIN 45 requires the  guarantor to recognize a liability
for the  non-contingent  component of the  guarantee;  this is the obligation to
stand  ready to  perform  in the  event  that  specified  triggering  events  or
conditions occur. The initial measurement of this liability is the fair value of
the guarantee at inception. The recognition of the liability is required even if
it is not probable that payments will be required  under the guarantee or if the
guarantee  was issued with a premium  payment or as part of a  transaction  with
multiple  elements.  The guarantee made by us of the Deer Park debt as mentioned
in the  above  paragraph  is the only  guarantee  that we have  entered  into or
modified either individually or through a joint venture agreement since December
31, 2002. We will adopt the disclosure  requirements of FIN 45 during the fourth
quarter of 2003 and will apply the recognition and measurement provisions.

Our investment in unconsolidated  real estate joint ventures as of September 30,
2003 and  December  31, 2002 was $4.9  million and $3.9  million,  respectively.
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  investment  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  provided  to  the  joint  ventures.   The  following
management,  leasing and development fees were recognized from services provided
to TWMB during the three and nine months ended  September  30, 2003 and 2002 (in
thousands):

                           Three Months Ended         Nine Months Ended
                              September 30,             September 30,
                            2003         2002         2003         2002
---------------------- ------------ ------------ ------------ ------------
Fee:
   Management                 $ 37     $ ---          $ 105        $ ---
   Leasing                      40        64            173          126
   Development                 (6)       (23)             4           79
---------------------- ------------ ------------ ------------ ------------
Total Fees                    $ 71     $  41          $ 282        $ 205
---------------------- ------------ ------------ ------------ ------------

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 the cost of our investment in excess of the
historical  net book  values  of the  unconsolidated  joint  ventures  and other
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.

                                       10
<PAGE>
<TABLE>
<CAPTION>

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

                                                                   September 30,    December 31,
Summary Balance Sheets - Unconsolidated Joint Ventures:                 2003            2002
----------------------------------------------------------------- --------------- --------------
Assets:
<S>                                                                    <C>            <C>
    Rental property at cost, net                                       $35,200        $32,153
    Cash and cash equivalents                                            1,377            514
    Deferred charges, net                                                1,767          1,751
    Other assets                                                         2,900          1,491
----------------------------------------------------------------- --------------- --------------
        Total assets                                                   $41,244        $35,909
----------------------------------------------------------------- --------------- --------------
Liabilities and Owners' Equity
    Mortgage payable                                                   $29,248        $25,513
    Construction trade payables                                            751          1,644
    Accounts payable and other liabilities                                 743            522
----------------------------------------------------------------- --------------- --------------
        Total liabilities                                               30,742         27,679
    Owners' equity                                                      10,502          8,230
----------------------------------------------------------------- --------------- --------------
        Total liabilities and owners' equity                           $41,244        $35,909
----------------------------------------------------------------- --------------- --------------
</TABLE>
<TABLE>
<CAPTION>
                                                            Three Months Ended       Nine Months Ended
Summary Statements of Operations-                             September 30,             September 30,
Unconsolidated Joint Ventures                               2003         2002         2003         2002
----------------------------------------------------- ----------- ------------ ------------ ------------
<S>                                                      <C>          <C>          <C>          <C>
Revenues                                                 $ 2,195      $ 2,178      $ 6,080      $ 2,434
----------------------------------------------------- ----------- ------------ ------------ ------------
Expenses:
     Property operating expenses                             725          963        2,211        1,345
     General and administrative                                1            1           21            9
     Interest                                                372          256          991          256
     Depreciation and amortization                           599          347        1,679          347
----------------------------------------------------- ----------- ------------ ------------ ------------
         Total expenses                                    1,697        1,567        4,902        1,957
----------------------------------------------------- ----------- ------------ ------------ ------------
Net income                                                   498          611        1,178          477
----------------------------------------------------- ----------- ------------ ------------ ------------

Tanger Properties Limited Partnership share of:
----------------------------------------------------- ----------- ------------ ------------ ------------
Net income                                                $  267       $  317        $ 639        $ 250
Depreciation (real estate related)                        $  287       $  168        $ 807        $ 168
----------------------------------------------------- ----------- ------------ ------------ ------------
</TABLE>

7.   Preferred Unit Redemption

On  June  20,  2003,  the  Company  redeemed  all of our  outstanding  Series  A
Cumulative Convertible Redeemable Preferred Shares (the "Preferred Shares") held
by the  Preferred  Stock  Depositary  in the  form of  Depositary  Shares,  each
representing  1/10th of a Preferred  Share.  Since  preferred  units held by the
Company's majority owned subsidiary,  Tanger LP Trust, are to be redeemed by the
Operating  Partnership  to the extent any  Preferred  Shares of the  Company are
redeemed, proceeds required to redeem the Company's preferred shares were funded
by the Operating  Partnership  in exchange for the  preferred  units held by the
Company.  Likewise,  preferred  units are  automatically  converted into limited
partnership  units to the extent of any  conversion of the  Company's  preferred
shares into Common  Shares.  The redemption  price was $250 per Preferred  Share
($25 per Depositary Share),  plus accrued and unpaid dividends,  if any, to, but
not including, the redemption date.


                                       11
<PAGE>

In lieu of  receiving  the cash  redemption  price,  holders  of the  Depositary
Shares,  at their option,  could exercise their right to convert each Depositary
Share into .901 common shares by following the instructions  for, and completing
the  Notice  of  Conversion  located  on the  back  of  their  Depositary  Share
certificates.  Those Depositary Shares, and the corresponding  Preferred Shares,
that  were  converted  to common  shares  did not  receive  accrued  and  unpaid
dividends,  if any, but were entitled to receive common dividends declared after
the date on which the Depositary Shares were converted to common shares.

On or after the redemption date, the Depositary  Shares,  and the  corresponding
Preferred  Shares,  were no longer  deemed to be  outstanding,  dividends on the
Depositary Shares, and the corresponding Preferred Shares, ceased to accrue, and
all  rights of the  holders  of the  Depositary  Shares,  and the  corresponding
Preferred Shares,  ceased,  except for the right to receive the redemption price
and accrued and unpaid dividends,  without interest  thereon,  upon surrender of
certificates representing the Depositary Shares, and the corresponding Preferred
Shares.

In total,  787,008 of the  Depositary  Shares were converted into 709,078 common
shares and the Company redeemed the remaining 14,889  Depositary  Shares for $25
per share, plus accrued and unpaid dividends.  Likewise, 787,008 preferred units
were  converted  into  709,078  limited  partnership  units  and  the  Operating
Partnership  redeemed  the  remaining  14,889  preferred  units.  The  Operating
Partnership funded the redemption,  totaling approximately  $375,000,  from cash
flow from operations.

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         Nine Months Ended
                                                                September 30,             September 30,
                                                              2003         2002         2003          2002
------------------------------------------------------- ------------ ----------- ------------ -------------
Numerator:
<S>                                                          <C>        <C>          <C>            <C>
   Income from continuing operations                         $4,546     $ 2,664      $11,052        $5,997
   Less applicable preferred unit distributions                 ---       (443)         (806)       (1,329)
------------------------------------------------------- ------------ ----------- ------------ -------------
   Income from continuing operations available to
     common unitholders - basic and diluted                   4,546       2,221       10,246         4,668
   Discontinued operations                                      ---         328        (815)         1,541
------------------------------------------------------- ------------ ----------- ------------ -------------
   Net income available to common unitholders -
     basic and diluted                                       $4,546     $ 2,549      $ 9,431       $ 6,209
Denominator:
   Basic weighted average common units                       13,437      11,302       12,763        11,112
   Effect of outstanding unit options                           178         210          212           168
------------------------------------------------------- ------------ ----------- ------------ -------------
   Diluted weighted average common units                     13,615      11,512       12,975        11,280

Basic earnings per common unit:
Income from continuing operations                            $  .34      $  .20        $ .80         $ .42
Discontinued operations                                         ---         .02         (.06)          .14
------------------------------------------------------- ------------ ----------- ------------ -------------
Net income                                                   $  .34      $  .22        $ .74         $ .56

Diluted earnings per common unit:
Income from continuing operations                            $  .33      $  .19        $ .79         $ .41
Discontinued operations                                         ---         .03         (.06)          .14
------------------------------------------------------- ------------ ----------- ------------ -------------
Net income                                                   $  .33      $  .22        $ .73         $ .55
------------------------------------------------------- ------------ ----------- ------------ -------------
</TABLE>

                                       12
<PAGE>

The computation of diluted earnings per unit excludes options to purchase common
units when the exercise  price is greater  than the average  market price of the
common units for the period.  The market price of the common units is considered
to be  equivalent  to the market  price of the common  shares of Tanger  Factory
Outlet Centers, Inc., sole owner of the Operating Partnership's general partner.
Options  excluded  from the  computations  totaled  210,000 for the three months
ended  September  30, 2002 and 316,000 for the nine months ended  September  30,
2002. There were no options excluded from the computation for the three and nine
months ended  September 30, 2003. The assumed  conversion of preferred  units to
common units as of the beginning of the year would have been anti-dilutive.

At September  30, 2003 and December 31,  2002,  the  ownership  interests of the
Operating Partnership consisted of the following:

                                    2003           2002
-------------------------- -------------- --------------
Preferred units                      ---         80,190
-------------------------- -------------- --------------
Common units:
   General partner               150,000        150,000
   Limited partners           13,384,948     11,944,330
-------------------------- -------------- --------------
     Total                    13,534,948     12,094,330
-------------------------- -------------- --------------



9.   Other Comprehensive Income - Derivative Financial Instruments

During  the  first  quarter  of  2003,  our  interest  rate  swap  that had been
designated as a cash flow hedge expired.  The fair value of the swap became zero
resulting  in a change  in fair  value of  $98,000.  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 September  30,  2003,  our portion of the fair
value of TWMB's hedge is recorded as a $118,000 reduction to investment in joint
ventures.  Total  comprehensive  income  for the  three  and nine  months  ended
September 30, 2003 and 2002 is as follows (in thousands):
<TABLE>
<CAPTION>
                                                          Three Months Ended        Nine Months Ended
                                                              September 30,             September 30,
                                                           2003         2002         2003           2002
----------------------------------------------------- ----------- ------------ ------------ --------------
<S>                                                       <C>         <C>          <C>            <C>
Net income                                                $4,546      $ 2,992      $10,237        $ 7,538
----------------------------------------------------- ----------- ------------ ------------ --------------
Other comprehensive income:
     Change in fair value of our portion of
        TWMB cash flow hedge, net of minority                 31         (94)           21           (94)
     Change in fair value of cash flow hedge                 ---          236           98            613
----------------------------------------------------- ----------- ------------ ------------ --------------
         Other comprehensive income                           31          142          119            519
----------------------------------------------------- ----------- ------------ ------------ --------------
Total comprehensive income                                $4,577      $ 3,134      $10,356        $ 8,057
----------------------------------------------------- ----------- ------------ ------------ --------------
</TABLE>

10.  New Accounting Pronouncements

In April 2002, the Financial  Accounting  Standards  Board (FASB or the "Board")
issued  Statement  of  Financial   Accounting   Standards  No.  145  (FAS  145),
"Rescission of FASB  Statements  No. 4, 44, and 64,  Amendment of FASB Statement
No. 13, and Technical Corrections".  In rescinding FASB Statement No. 4 (FAS 4),
"Reporting Gains and Losses from Extinguishment of Debt", and FASB Statement No.
64  (FAS   64),   "Extinguishments   of  Debt  Made  to   Satisfy   Sinking-Fund
Requirements", FAS 145 eliminates the requirement that gains and losses from the
extinguishment  of  debt  be  aggregated  and,  if  material,  classified  as an
extraordinary item. Generally,  FAS 145 is effective for transactions  occurring
after  December 31, 2002. We adopted this statement  effective  January 1, 2003,
and it had no  significant  impact on our results of operations  for the 2003 or
2002 periods.


                                       13
<PAGE>

In January of 2003, the FASB issued  Interpretation  No. 46,  "Consolidation  of
Variable  Interest  Entities"  ("FIN 46").  FIN 46 clarifies the  application of
existing accounting pronouncements to certain entities in which equity investors
do not have the  characteristics  of a controlling  financial interest or do not
have sufficient equity at risk for the entity to finance its activities  without
additional  subordinated financial support from other parties. The provisions of
FIN 46 are effective immediately for all variable interests in variable interest
entities  created  after  January  31,  2003,  and we  will  need to  apply  its
provisions  to any existing  variable  interests in variable  interest  entities
beginning in the first fiscal year or interim  period ending after  December 15,
2003. Certain of the disclosure  requirements apply to all financial  statements
issued after January 31, 2003,  regardless of when the variable  interest entity
was  established.  We have evaluated Deer Park,  which was created after January
31,  2003  (Note 6) and  have  determined  that  under  the  current  facts  and
circumstances  that we will not be required to consolidate  under the provisions
of FIN 46. We are in the process of evaluating  TWMB, which was created prior to
January 31, 2003 (Note 6) in order to determine whether the entity is a variable
interest  entity and whether we are considered to be the primary  beneficiary or
whether  we hold a  significant  variable  interest.  TWMB  is a  joint  venture
arrangement  where it is  possible  that we may be required  to  consolidate  or
disclose  additional  information  about our 50% interest in TWMB in the future.
Our  maximum  exposure  to loss as a result  of our  involvement  in this  joint
venture is equal to our investment in the joint venture and our obligation under
our joint and several guarantee of TWMB's debt, all as disclosed in Note 6.

In May 2003,  FASB  issued  SFAS No.  150,  "Accounting  for  Certain  Financial
Instruments with  Characteristics of both Liabilities and Equity",  effective at
the beginning of the first interim  period  beginning  after June 15, 2003.  The
Board  initiated  its  liabilities  and equity  project in  response to concerns
regarding  the  current  balance  sheet  classifications  of  certain  financial
instruments.  The standard  specifies that instruments  within its scope,  which
include mandatorily redeemable financial instruments,  obligations to repurchase
the issuer's equity shares by transferring  assets,  and certain  obligations to
issue a variable  number of shares,  represent  obligations  of the issuer  and,
therefore,  the issuer  must  classify  them as  liabilities.  We  adopted  this
statement  effective  July 1,  2003,  and it had no  significant  impact  on our
results of operations or financial position.

11.  Subsequent Events

On October 31,  2003,  we  completed  the sale of our  property  located in Casa
Grande,  Arizona.  Net proceeds  received  from the sale of this  property  were
approximately  $6.6  million.  As a result of the sale, we expect to recognize a
gain in the  fourth  quarter  of 2003 on sale of real  estate  of  approximately
$668,000.

On October 6, 2003 we announced the execution of a definitive  agreement for the
acquisition  of the Charter  Oak  Partners'  portfolio  of nine  factory  outlet
centers totaling  approximately  3.3 million square feet. We and an affiliate of
Blackstone Real Estate Advisors  ("Blackstone")  have formed a limited liability
company to acquire the portfolio as a joint venture.  We will own one- third and
Blackstone will own two-thirds of the joint venture.  We will provide operating,
management, leasing and marketing services to the properties for a fee.

The  purchase  price  for  this  transaction  is  $491  million,  including  the
assumption of  approximately  $187 million of  cross-collateralized  debt with a
6.59% interest rate with GMAC Commercial  Mortgage  Corporation  that matures in
July 2008. In October 2003, we made a $3.3 million deposit and Blackstone a $6.7
million deposit into an escrow account in accordance with the property  purchase
agreement.  The deposits,  which are  refundable  except under  certain  limited
circumstances,  are to be applied to the purchase price upon closing. Closing is
expected to take place during the fourth  quarter of 2003.  The factory  outlets
being acquired are located in: Rehoboth, Delaware; Foley, Alabama; Myrtle Beach,
South  Carolina;  Park City,  Utah;  Hilton Head,  South Carolina;  Tilton,  New
Hampshire;  Lincoln City, Oregon; Westbrook,  Connecticut and Tuscola, Illinois.
We are currently  evaluating  the above  mentioned  joint venture for accounting
treatment under FIN 46.


                                       14
<PAGE>

In October 2003, we received a commitment  from Wells Fargo Bank to increase our
existing line of credit with them from $10 million to $25 million. This increase
will  bring  our  committed  unsecured,  revolving  lines of  credit  up to $100
million. All of our lines of credit have maturity dates of June 30, 2005.

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

The  following  discussion  should  be read in  conjunction  with the  unaudited
financial statements appearing elsewhere in this report.  Historical results and
percentage  relationships  set forth in the unaudited  Statements of Operations,
including  trends which might appear,  are not necessarily  indicative of future
operations.   Unless  the  context  indicates  otherwise,  the  term  "Operating
Partnership"  refers  to  Tanger  Properties  Limited  Partnership  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.

The discussion of our results of operations reported in the unaudited Statements
of Operations  compares the three and nine months ended  September 30, 2003 with
the three and nine months ended September 30, 2002. 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 and does not include joint venture or managed properties.

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;


                                       15
<PAGE>

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

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

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

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

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

-    business disruptions;

-    the ability to attract and retain qualified personnel;

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

-    retention of earnings.

                                       16
<PAGE>

General Overview

At  September   30,  2003,   we  had   ownership   interests  in  or  management
responsibilities  for 33 centers in 20 states  totaling 6.3 million  square feet
compared  to 34  centers  in 21  states  totaling  6.2  million  square  feet at
September 30, 2002. The activity in our portfolio of properties  since September
30, 2002 is summarized below:
<TABLE>
<CAPTION>
                                                                            No.
                                                                            of          GLA
                                                                          Centers      (000's)      States
--------------------------------------------------------------------- ------------ ------------ -----------
As of September 30, 2002                                                       34        6,187          21
--------------------------------------------------------------------- ------------ ------------ -----------
     New development expansion:
<S>                                                                           <C>           <C>       <C>
         Myrtle Beach, South Carolina (joint venture)                         ---           58         ---
     Acquisitions/Expansions:
         Bourne, Massachusetts (managed)                                        1           23           1
         Sevierville, Tennessee (wholly-owned)                                ---           65         ---
     Dispositions:
         Bourne, Massachusetts (wholly-owned)                                 (1)         (23)         (1)
         Martinsburg, West Virginia (wholly-owned)                            (1)         (49)         (1)
     Other                                                                    ---          (3)         ---
--------------------------------------------------------------------- ------------ ------------ -----------
As of September 30, 2003                                                       33        6,258          20
--------------------------------------------------------------------- ------------ ------------ -----------

A summary of the operating results for the three and nine months ended September
30, 2003 and 2002 is  presented  in the  following  table,  expressed in amounts
calculated on a weighted average GLA basis.
</TABLE>
<TABLE>
<CAPTION>
                                                                          Three Months Ended          Nine Months Ended
                                                                             September 30,               September 30,

                                                                          2003         2002             2003          2002
---------------------------------------------------------------------- ------------ ------------ ------------ -------------
GLA at end of period (000's)
<S>                                                                          <C>          <C>          <C>           <C>
     Wholly owned                                                            5,483        5,493        5,483         5,493
     Partially owned (1)                                                       318          260          318           260
     Managed                                                                   457          434          457           434
---------------------------------------------------------------------- ------------ ------------ ------------ -------------
Total GLA at end of period (000's)                                           6,258        6,187        6,258         6,187
---------------------------------------------------------------------- ------------ ------------ ------------ -------------
Weighted average GLA (000's) (2)                                             5,471        5,173        5,454         5,121
Occupancy percentage at end of period (1)                                      95%          96%          95%           96%
   Per square foot for wholly owned properties
Revenues
   Base rentals                                                              $3.67        $3.61       $10.91        $10.75
   Percentage rentals                                                          .14          .15          .32           .38
   Expense reimbursements                                                     1.54         1.42         4.64          4.27
   Other income                                                                .20          .20          .47           .46
---------------------------------------------------------------------- ------------ ------------ ------------ -------------
     Total revenues                                                           5.55         5.38        16.34         15.86
---------------------------------------------------------------------- ------------ ------------ ------------ -------------
Expenses
   Property operating                                                         1.84         1.66         5.53          5.02
   General and administrative                                                  .46          .51         1.35          1.36
   Interest                                                                   1.17         1.38         3.61          4.18
   Depreciation and amortization                                              1.30         1.38         3.94          4.17
---------------------------------------------------------------------- ------------ ------------ ------------ -------------
     Total expenses                                                           4.77         4.93        14.43         14.73
---------------------------------------------------------------------- ------------ ------------ ------------ -------------
In   Income before equity in earnings of unconsolidated joint
ventures
Inc  and discontinued operations                                              $.78         $.45        $1.91         $1.13
---------------------------------------------------------------------- ------------ ------------ ------------ -------------

(1)  Includes  Myrtle  Beach,  SC  property  which  we  operate  and  have a 50%
     ownership in through a joint venture.

(2)  GLA weighted by months of operations.  GLA is not adjusted for fluctuations
     in occupancy  that may occur  subsequent  to the original  opening date and
     does not include joint venture or managed properties.
</TABLE>

                                       17
<PAGE>
<TABLE>
<CAPTION>

The table set forth below  summarizes  certain  information  with respect to our
existing centers in which we have an ownership interest.

                                                                                                    %             %
                                                                           Mortgage Debt         Occupied      Occupied
                                                           GLA as of    Outstanding (000's)       as of          as of
                                                           September       as of September       September     September
Date Opened                     Location                    30, 2003          30, 2003           30, 2003       30, 2002
-------------------- ------------------------------- ---------------- ------------------------ ------------- -----------------
<S>                  <C>                                     <C>                      <C>            <C>           <C>
Aug.  1994           Riverhead, NY                           729,238                      ---        99            99
May   1993           San Marcos, TX                          442,486                  $37,466        98            98
Feb.  1997 (1)       Sevierville, TN                         419,023                      ---        99           100
Dec.  1995           Commerce II, GA                         342,556                   29,500        94            96
Sept. 2002 (1)       Howell, MI                              325,231                      ---        99           100
Nov.  1994           Branson, MO                             277,407                   24,000       100           100
May   1991           Williamsburg, IA                        277,230                   19,158        96            99
Jun.   2002 (2)      Myrtle Beach, SC                        318,133                      ---       100           100
Oct.  1994 (1)       Lancaster, PA                           255,059                   14,266        98            96
Nov.  1994           Locust Grove, GA                        247,454                      ---       100           100
Feb.  1993           Gonzales, LA                            245,199                      ---        95            98
Jul.  1998 (1)       Fort Meyers, FL                         198,789                      ---        86            97
Jul.  1989           Commerce, GA                            185,750                    7,935        74            87
Feb.  1992           Casa Grande, AZ                         184,768                      ---        79            90
Aug.  1994           Terrell, TX                             177,490                      ---        97           100
Mar.  1998 (1)       Dalton, GA                              173,430                   10,977        82            98
Sept. 1994           Seymour, IN                             141,051                      ---        75            80
Dec.  1992           North Branch, MN                        134,480                      ---       100           100
Feb.  1991           West Branch, MI                         112,420                    6,968       100           100
Jan.  1995           Barstow, CA                             105,950                      ---        87            57
Sept. 1997 (1)       Blowing Rock, NC                        105,448                    9,553       100           100
Jul.  1988           Pigeon Forge, TN                         94,558                      ---        97            94
Sept. 1997 (1)       Nags Head, NC                            82,254                    6,483       100           100
Jul.  1988           Boaz, AL                                 79,575                      ---        97            91
Jun.  1986           Kittery I, ME                            59,694                    6,246       100           100
Apr.  1988           LL Bean, North Conway, NH                50,745                      ---        91           100
Jun.  1988           Kittery II, ME                           24,619                      ---       100            94
Mar.  1987           Clover, North Conway, NH                 11,000                      ---       100           100
-------------------- ------------------------------- ---------------- ------------------------ --------- -------------
   Total                                                   5,801,037                 $172,552       95%           96%
==================== =============================== ================ ======================== ========= =============

(1)  Represents date acquired by us.

(2)  Represents  center  operated by us through a 50% ownership  joint  venture.
     Mortgage debt of the joint venture  outstanding as of September 30, 2003 on
     this property is $29.2 million.

</TABLE>
                                       18
<PAGE>

RESULTS OF OPERATIONS

Comparison  of the three  months  ended  September  30, 2003 to the three months
ended September 30, 2002

Base rentals increased $1.4 million,  or 7%, in the 2003 period when compared to
the same period in 2002. The increase is primarily due to the acquisition of the
Howell, Michigan center during the third quarter of 2002 and the additional GLA,
both acquired and constructed, at our Sevierville, Tennessee center during 2003.
Base rent per weighted  average GLA increased by $.06 per square foot from $3.61
per square foot in the 2002 period compared to $3.67 per square foot in the 2003
period.  The  increase is  primarily  the result of the  addition of the Howell,
Michigan  acquisition  which  had a higher  average  base rent per  square  foot
compared to the  portfolio  average.  While the overall  portfolio  occupancy at
September  30,  2003 was 95%, a decrease  of only 1% from 96% at  September  30,
2002, four centers  experienced  negative  occupancy trends of at least 10% from
September  30,  2002 to  September  30,  2003,  which  were  offset by  positive
occupancy gains in other centers.

Percentage  rentals,  which  increased  $15,000  or 2%  during  the 2003  period
compared  to the  2002  period,  represent  revenues  based on a  percentage  of
tenants'  sales  volume  above  predetermined  levels (the  "breakpoint").  On a
weighted average GLA basis, percentage rentals decreased $.01 per square foot in
2003  compared to 2002 from $.15 to $.14 per square  foot.  Reported  same-space
sales per square foot for the rolling  twelve  months ended  September  30, 2003
were $303 per square foot. This represents a 3.6% increase  compared to the same
period in 2002.  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. Same-space sales for the three months ended September 30, 2003 increased
6.3% compared to the same period of 2002.

Expense reimbursements, which represent the contractual recovery from tenants of
certain  common  area  maintenance,   insurance,   property  tax,   promotional,
advertising and management expenses generally  fluctuates  consistently with the
reimbursable   property  operating   expenses  to  which  it  relates.   Expense
reimbursements,  expressed as a percentage of property operating expenses,  were
84% and 86%, respectively, in the 2003 and 2002 periods.

Other  income  increased  $29,000,  or 3%,  in 2003  compared  to 2002  and on a
weighted average GLA basis,  remained  constant at $.20 per square foot for both
periods.

Property  operating  expenses  increased  by $1.5  million,  or 17%, in the 2003
period as compared  to the 2002  period  and,  on a weighted  average GLA basis,
increased  $.18 per square foot from $1.66 to $1.84.  The increase is the result
of the  additional  operating  costs  of the  Howell,  Michigan  center  that we
acquired  in late  September  2002  and the  acquisition  and  expansion  in our
Sevierville, Tennessee center during 2003 as well as portfolio wide increases in
advertising, common area maintenance and property taxes.

General  and  administrative  expenses  decreased  $131,000,  or 5%, in the 2003
period as compared to the 2002 period.  Also, as a percentage of total revenues,
general and administrative  expenses were 8% and 9% respectively in the 2003 and
2002 periods and, on a weighted average GLA basis decreased $.05 per square foot
from $.51in the 2002 period to $.46 in the 2003 period.

Interest expense decreased $744,000, or 10%, during 2003 as compared to 2002 due
primarily to lower  outstanding  debt and lower  average  interest  rates during
2003. Since the 2002 period, we have reduced our outstanding  borrowings through
operating cash flows,  proceeds from the exercise of employee options,  property
sales and a common share  offering.  Also,  since  September  30, 2002,  we have
purchased, $8.1 million of our outstanding 7.875% senior, unsecured public notes
that mature in October  2004.  The  purchases  were funded by amounts  available
under our  unsecured  lines of credit.  The  replacement  of the 2004 bonds with
funding  through lines of credit provided us with  additional  interest  expense
reduction as the lines of credit currently have a lower interest rate.

                                       19
<PAGE>

Depreciation  and amortization per weighted average GLA decreased from $1.38 per
square  foot in the 2002  period to $1.30 per square foot in the 2003 period due
to a  lower  mix of  tenant  finishing  allowances  included  in  buildings  and
improvements which are depreciated over shorter lives (i.e. over lives generally
ranging  from 3 to 10 years as opposed  to other  construction  costs  which are
depreciated over lives ranging from 15 to 33 years).

Equity in earnings from  unconsolidated  joint ventures decreased $50,000 in the
2003 period compared to the 2002 due to higher interest expense and depreciation
at our joint venture, TWMB Associates, LLC, in the 2003 period from expansion at
our Myrtle Beach, South Carolina property.

In accordance  with SFAS 144  "Accounting for the Impairment or Disposal of Long
Lived  Assets,"  effective  for  financial  statements  issued for fiscal  years
beginning  after  December 15, 2001,  results of operations  and gain/ (loss) on
sales of real estate for  properties  sold  subsequent  to December 31, 2001 are
reflected in the unaudited  Statements of Operations as discontinued  operations
in the 2002 period.  No real estate sales occurred in the 2003 period.  The 2002
period  includes  discontinued  operations  from  the Ft.  Lauderdale,  Florida;
Martinsburg,   West   Virginia;   and  Bourne,   Massachusetts   properties  and
discontinued  operations  from two  outparcels  of land which had  related  land
leases with identifiable cash flows.

Comparison of the nine months ended  September 30, 2003 to the nine months ended
September 30, 2002

Base rentals increased $4.4 million,  or 8%, in the 2003 period when compared to
the same period in 2002. The increase is primarily due to the acquisition of the
Howell,  Michigan center during the third quarter of 2002 and the additional GLA
acquired at our Sevierville,  Tennessee center early during the first quarter of
2003. Base rent per weighted  average GLA increased by $.16 per square foot from
$10.75 per square foot in the 2002 period  compared to $10.91 per square foot in
the 2003 period.  The  increase  per square foot is primarily  the result of the
addition of the Howell,  Michigan and Sevierville,  Tennessee acquisitions which
had a higher  average  base  rent per  square  foot  compared  to the  portfolio
average. In addition,  we had an increase in termination revenue, a component of
base rentals,  of $141,000  during the 2003 period  compared to 2002.  While the
overall portfolio occupancy at September 30, 2003 was 95%, a decrease of only 1%
from 96% at September  30, 2002,  four centers  experienced  negative  occupancy
trends of at least 10% from September 30, 2002 to September 30, 2003, which were
offset by positive occupancy gains in other centers.

Percentage  rentals,  which represent revenues based on a percentage of tenants'
sales volume above predetermined  levels (the "breakpoint"),  decreased $213,000
or 11%, and on a weighted  average GLA basis,  decreased $.06 per square foot in
2003  compared to 2002 from $.38 to $.32.  The  decrease is due to the  dilutive
effect on percentage  rentals of the  additional  square  footage added from the
Howell, Michigan and Sevierville, Tennessee centers.

Expense reimbursements, which represent the contractual recovery from tenants of
certain  common  area  maintenance,   insurance,   property  tax,   promotional,
advertising and management expenses generally  fluctuates  consistently with the
reimbursable   property  operating   expenses  to  which  it  relates.   Expense
reimbursements,  expressed as a percentage of property operating expenses,  were
84% and 85%, respectively, in the 2003 and 2002 periods.

Other  income  increased  $189,000,  or 8%,  in 2003  compared  to 2002 and on a
weighted  average GLA basis,  increased  $.01 per square foot from $.46 to $.47.
The increase is due  primarily  to  increases in vending  income and income from
property management services.

Property  operating  expenses  increased  by $4.4  million,  or 17%, in the 2003
period as compared  to the 2002  period  and,  on a weighted  average GLA basis,
increased  $.51 per square foot to $5.53 from $5.02.  The increase is the result
of the  additional  operating  costs  of the  Howell,  Michigan  center  that we
acquired in September 2002 as well as increases in snow removal,  property taxes
and property insurance costs.


                                       20
<PAGE>

General  and  administrative  expenses  increased  $386,000,  or 6%, in the 2003
period  as  compared  to the 2002  period.  The  increase  is  primarily  due to
increases in employee compensation from headcount increases and increased travel
expenses.  Also, as a percentage of total revenues,  general and  administrative
expenses  were 8% and 9%  respectively  in the 2003 and 2002  periods  and, on a
weighted  average GLA basis,  decreased  $.01 per square foot in the 2002 period
compared to the 2003 period from $1.36 to $1.35.

Interest expense decreased $1.7 million,  or 8%, during 2003 as compared to 2002
due primarily to lower  outstanding debt and lower average interest rates during
2003. Since the 2002 period, we have reduced our outstanding  borrowings through
operating cash flows,  proceeds from the exercise of employee options,  property
sales and a common share  offering.  Also,  since  September  30, 2002,  we have
purchased, $8.1 million of our outstanding 7.875% senior, unsecured public notes
that mature in October  2004.  The  purchases  were funded by amounts  available
under our  unsecured  lines of credit.  The  replacement  of the 2004 bonds with
funding  through lines of credit provided us with  additional  interest  expense
reduction as the lines of credit currently have a lower interest rate.

Depreciation  and amortization per weighted average GLA decreased from $4.17 per
square  foot in the 2002  period to $3.94 per square foot in the 2003 period due
to a  lower  mix of  tenant  finishing  allowances  included  in  buildings  and
improvements which are depreciated over shorter lives (i.e. over lives generally
ranging  from 3 to 10 years as opposed  to other  construction  costs  which are
depreciated over lives ranging from 15 to 33 years).

Equity in earnings from unconsolidated  joint ventures increased $389,000 in the
2003  period  compared  to the 2002  period due to TWMB's  Myrtle  Beach,  South
Carolina center being open for nine months in 2003 period versus three months in
the 2002 period.

In accordance  with SFAS 144  "Accounting for the Impairment or Disposal of Long
Lived  Assets,"  effective  for  financial  statements  issued for fiscal  years
beginning  after  December 15, 2001,  results of operations  and gain/ (loss) on
sales of real estate for  properties  sold  subsequent  to December 31, 2001 are
reflected in the unaudited  Statements of Operations as discontinued  operations
for both periods  presented.  The decrease in discontinued  operations is due to
the 2003 period  reflecting the discontinued  operations and loss on sale of the
Martinsburg,  West Virginia  center only. The 2002 period  includes  Martinsburg
results as well as discontinued operations from the Ft. Lauderdale,  Florida and
Bourne,  Massachusetts  properties,  a gain on the  sale  of the Ft.  Lauderdale
property  and  discontinued  operations  from two  outparcels  of land which had
related land leases with identifiable cash flows.

LIQUIDITY AND CAPITAL RESOURCES

Net cash  provided by operating  activities  was $32.7 million and $27.6 million
for the nine  months  ended  September  30,  2003 and  2002,  respectively.  The
increase in cash  provided  by  operating  activities  is due  primarily  to the
increases in income after  adjustments for non-cash items of approximately  $3.8
million when comparing 2003 and 2002 and by changes in accounts payable, accrued
expenses and other assets in 2003  compared to 2002.  Net cash used in investing
activities  was $7.6 and $24.7 million  during the first nine months of 2003 and
2002,  respectively.  Cash  used was  higher in 2002  primarily  due to the cash
needed to pay for the  acquisition of the Howell,  Michigan center offset by the
proceeds from the sale of the Ft.  Lauderdale,  Florida center. Net cash used in
financing  activities  was $26.0 million and $3.2 million during the nine months
of 2003  and  2002,  respectively.  Cash  used  was  higher  in 2003  due to the
Company's common share offering in 2002 and an increase in distributions paid in
2003 due to the higher number of units outstanding.

                                       21
<PAGE>

Acquisitions, Developments and Dispositions

In January 2003, we acquired a 29,000 square foot, 100% leased expansion located
contiguous with our existing factory outlet center in Sevierville,  Tennessee at
a purchase price of $4.7 million.  Construction  of an additional  35,000 square
foot  expansion of the center was completed  during the third quarter and opened
100%  occupied.  The cost of the expansion  was  approximately  $4 million.  The
Sevierville center now totals approximately 419,000 square feet.

In May 2003, we completed the sale of our 49,000 square foot property located in
Martinsburg, West Virginia. Net proceeds received from the sale of this property
were approximately  $2.1 million.  As a result of the sale, we recognized a loss
on  sale of  real  estate  of  approximately  $735,000,  which  is  included  in
discontinued operations.

In October  2003,  we  completed  the sale of our 185,000  square foot  property
located in Casa Grande,  Arizona.  Net proceeds  received  from the sale of this
property were approximately $6.6 million.  As a result of the sale, we expect to
recognize  a gain in the  fourth  quarter  of 2003  on  sale of real  estate  of
approximately $668,000.

We have an option to  purchase  land and have  begun the early  development  and
leasing of a site located near Pittsburgh, Pennsylvania. We currently expect the
center to be  approximately  420,000  square  feet upon total build out with the
initial phase scheduled to open in early 2005.

Joint Ventures

TWMB Associates, LLC

In September 2001, we established TWMB Associates, LLC ("TWMB"), a joint venture
in which we have a 50%  ownership  interest with  Rosen-Warren  Myrtle Beach LLC
("Rosen-Warren")  as our venture  partner,  to construct  and operate the Tanger
Outlet center in Myrtle Beach,  South  Carolina.  Each member  contributed  $4.3
million in cash for a total initial equity in TWMB of $8.6 million. In June 2002
the first phase opened 100% leased at a cost of approximately $35.4 million with
approximately 260,000 square feet and 60 brand name outlet tenants.

In May,  June and July 2003,  58,000  square feet of stores opened in our 64,000
square  foot second  phase.  The entire  second  phase cost  approximately  $6.0
million.  The  remaining  6,000  square  feet is  expected to open in the fourth
quarter of 2003. Each member contributed  approximately $1.1 million each toward
the second phase which will contain 22 additional brand name outlet tenants.

In addition,  TWMB is currently  underway  with a 79,000 square foot third phase
expansion of the Myrtle Beach center with an estimated  cost of the expansion of
$9.7  million.  TWMB expects to complete the  expansion  with stores  commencing
operations  during the summer of 2004.  Each member is expected to make  capital
contributions for the third phase of approximately  $1.7 million each during the
fourth quarter of 2003.  Upon completion of this third phase in 2004, the Myrtle
Beach center will total 403,000 square feet.

                                       22
<PAGE>

In  conjunction  with  the  construction  of  the  center,   TWMB  closed  on  a
construction  loan in September 2001 in the amount of $36.2 million with Bank of
America,  NA (Agent) and SouthTrust  Bank due in September 2005. As of September
30, 2003, the  construction  loan had a $29.2 million  balance.  In August 2002,
TWMB  entered  into an interest  rate swap  agreement  with Bank of America,  NA
effective through August 2004 with a notional amount of $19 million.  Under this
agreement,  TWMB  receives  a floating  interest  rate based on the 30 day LIBOR
index and pays a fixed interest rate of 2.49%. This swap effectively changes the
payment of interest on $19 million of variable  rate debt to fixed rate debt for
the contract period at a rate of 4.49%. TWMB pays interest on the balance of the
outstanding loan at a floating interest rate equal to LIBOR plus 2.00%. All debt
incurred by this unconsolidated  joint venture is collateralized by its property
as well as joint and several guarantees by Rosen-Warren and us. We do not expect
events to occur that would trigger the  provisions of the guarantee  because the
Myrtle Beach property has produced sufficient cash flow to meet the related debt
service requirements.

Either  partner in TWMB has the right to  initiate  the sale or  purchase of the
other party's interest. 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 Rosen-Warren or we enact this
provision  and  depending  on our role in the  transaction  as either  seller or
purchaser,  we  could  potentially  incur a cash  outflow  for the  purchase  of
Rosen-Warren's  interest.  However,  we do not expect this event to occur in the
near future based on the positive  results and  expectations  of developing  and
operating an outlet center in the Myrtle Beach area.

Deer Park Enterprise, LLC

During the third  quarter of 2003,  we  established  a wholly owned  subsidiary,
Tanger Deer Park, LLC ("Tanger Deer Park").  In September 2003, Tanger Deer Park
entered into a joint  venture  agreement  with two other  members to create Deer
Park  Enterprise,  LLC ("Deer  Park").  All members in the joint venture have an
equal ownership interest of 33.33%. Deer Park was formed for the purpose of, but
not  limited  to,  developing  a site  located  in  Deer  Park,  New  York  with
approximately  790,000 square feet planned at total buildout. We expect the site
will contain both outlet and big box retail  tenants.  During the third quarter,
all three  members made equal equity  contributions  of $433,000  each into Deer
Park.

On October 10, 2003, Deer Park entered into a sale-leaseback transaction for the
above  mentioned  real  estate  located in Deer Park,  New York.  The  agreement
consists of the sale of the property to Deer Park for $29 million which is being
leased  back to the seller  under a 24 month  operating  lease  agreement.  Each
member made an  additional  equity  contribution  of $1.2 million at the time of
purchase.  In conjunction with the real estate  purchase,  Deer Park closed on a
loan in the amount of $19  million  with  Fleet  Bank due in October  2005 and a
purchase  money  mortgage  in the amount of $7 million.  Deer Park's  Fleet loan
incurs interest at a floating  interest rate equal to LIBOR plus 2.00%. The debt
incurred  by Deer Park is  collateralized  by the  property as well as joint and
several guarantees by all three parties.

                                       23
<PAGE>

In November  2002, the Financial  Accounting  Standards  Board  ("FASB")  issued
Interpretation  No. 45, "Guarantors  Accounting and Disclosure  Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others" ("FIN 45"),
which  addresses  the  disclosure  to be made by a guarantor  in its interim and
annual  financial  statements  about its obligations  under  guarantees.  FIN 45
applies to all guarantees entered in to or modified after December 31, 2002. FIN
45 also requires the  recognition of a liability by a guarantor at the inception
of certain  guarantees.  FIN 45 requires the  guarantor to recognize a liability
for the  non-contingent  component of the  guarantee;  this is the obligation to
stand  ready to  perform  in the  event  that  specified  triggering  events  or
conditions occur. The initial measurement of this liability is the fair value of
the guarantee at inception. The recognition of the liability is required even if
it is not probable that payments will be required  under the guarantee or if the
guarantee  was issued with a premium  payment or as part of a  transaction  with
multiple  elements.  The guarantee made by us of the Deer Park debt as mentioned
in the  above  paragraph  is the only  guarantee  that we have  entered  into or
modified either individually or through a joint venture agreement since December
31, 2002. We will adopt the  disclosure  requirements  and the  recognition  and
measurement provisions of FIN 45 during the fourth quarter of 2003.

Charter Oak

On October 6, 2003 we announced the execution of a definitive  agreement for the
acquisition  of the Charter  Oak  Partners'  portfolio  of nine  factory  outlet
centers totaling  approximately 3.3 million square feet. Tanger and an affiliate
of Blackstone  Real Estate Advisors have formed a limited  liability  company to
acquire the portfolio as a joint  venture.  We will own one-third and Blackstone
will own two-thirds of the joint venture. We will provide operating, management,
leasing and marketing services for the properties for a fee.

The  purchase  price  for  this  transaction  is  $491  million,  including  the
assumption of  approximately  $187 million of  cross-collateralized  debt with a
6.59% interest rate with GMAC Commercial  Mortgage  Corporation  that matures in
July 2008. In October 2003, we made a $3.3 million deposit and Blackstone a $6.7
million deposit into an escrow account in accordance with the property  purchase
agreement.  The deposits,  which are  refundable  except under  certain  limited
circumstances,  are to be applied to the purchase price upon closing. Closing is
expected  to take place  during the fourth  quarter of 2003.  We expect that the
transaction  will be accretive to our  operating  results.  The factory  outlets
being acquired are located in: Rehoboth, Delaware; Foley, Alabama; Myrtle Beach,
South  Carolina;  Park City,  Utah;  Hilton Head,  South Carolina;  Tilton,  New
Hampshire; Lincoln City, Oregon; Westbrook, Connecticut and Tuscola, Illinois.

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 and funds from  operations.  In addition,
we regularly evaluate acquisition or disposition  proposals and engage from time
to time in negotiations for  acquisitions or dispositions of properties.  We may
also enter into  letters of intent for the purchase or sale of  properties.  Any
prospective  acquisition  or  disposition  that is being  evaluated  or which is
subject to a letter of intent may not be consummated, or if consummated, may not
result in an  increase in net income or funds from  operations  (see "Funds from
Operations").

Preferred Unit Redemption

On  June  20,  2003,  the  Company  redeemed  all of our  outstanding  Series  A
Cumulative Convertible Redeemable Preferred Shares (the "Preferred Shares") held
by the  Preferred  Stock  Depositary  in the  form of  Depositary  Shares,  each
representing  1/10th of a Preferred  Share.  Since  preferred  units held by the
Company's majority owned subsidiary,  Tanger LP Trust, are to be redeemed by the
Operating  Partnership  to the extent any  Preferred  Shares of the  Company are
redeemed, proceeds required to redeem the Company's preferred shares were funded
by the Operating  Partnership  in exchange for the  preferred  units held by the
Company.  Likewise,  preferred  units are  automatically  converted into limited
partnership  units to the extent of any  conversion of the  Company's  preferred
shares into Common  Shares.  The redemption  price was $250 per Preferred  Share
($25 per Depositary Share),  plus accrued and unpaid dividends,  if any, to, but
not including, the redemption date.

                                       24
<PAGE>

In lieu of  receiving  the cash  redemption  price,  holders  of the  Depositary
Shares,  at their option,  could exercise their right to convert each Depositary
Share into .901 common shares by following the instructions  for, and completing
the  Notice  of  Conversion  located  on the  back  of  their  Depositary  Share
certificates.  Those Depositary Shares, and the corresponding  Preferred Shares,
that  were  converted  to common  shares  did not  receive  accrued  and  unpaid
dividends,  if any, but were entitled to receive common dividends declared after
the date on which the Depositary Shares were converted to common shares.

On or after the redemption date, the Depositary  Shares,  and the  corresponding
Preferred  Shares,  were no longer  deemed to be  outstanding,  dividends on the
Depositary Shares, and the corresponding Preferred Shares, ceased to accrue, and
all  rights of the  holders  of the  Depositary  Shares,  and the  corresponding
Preferred Shares,  ceased,  except for the right to receive the redemption price
and accrued and unpaid dividends,  without interest  thereon,  upon surrender of
certificates representing the Depositary Shares, and the corresponding Preferred
Shares.

In total,  787,008 of the  Depositary  Shares were converted into 709,078 common
shares and the Company redeemed the remaining 14,889  Depositary  Shares for $25
per share, plus accrued and unpaid dividends.  Likewise, 787,008 preferred units
were  converted  into  709,078  limited  partnership  units  and  the  Operating
Partnership  redeemed  the  remaining  14,889  preferred  units.  The  Operating
Partnership funded the redemption,  totaling approximately  $375,000,  from cash
flow from operations.

Financing Arrangements

During the nine months of 2003,  we purchased  at a 2% premium,  $2.6 million of
our  outstanding  7.875% senior,  unsecured  public notes that mature in October
2004. The purchases were funded by amounts  available  under our unsecured lines
of credit.  These  purchases were in addition to $24.9 million of the notes that
were purchased in 2001 and 2002.

At September  30, 2003,  approximately  47% of our  outstanding  long-term  debt
represented  unsecured  borrowings and approximately 61% of the gross book value
of our real  estate  portfolio  was  unencumbered.  The average  interest  rate,
including  loan cost  amortization,  on average debt  outstanding  for the three
months ended September 30, 2003 was 7.82%.

We intend to retain the ability to raise  additional  capital,  including public
debt or equity, to pursue attractive investment opportunities that may arise and
to otherwise  act in a manner that we believe to be in our best interest and our
unitholders'  interests.  To generate  capital to reinvest into other attractive
investment  opportunities,  we may  also  consider  the use of  operational  and
developmental  joint ventures,  selling certain  properties that do not meet our
long-term investment criteria or selling outparcels on existing properties.

We maintain  unsecured,  revolving  lines of credit that  provided for unsecured
borrowings up to $85 million at September 30, 2003. In October 2003, we received
a commitment  from Wells Fargo Bank to increase our existing line of credit with
them from $10 million to $25 million.  This  increase  will bring our  committed
unsecured,  revolving  lines of credit up to $100  million.  All of our lines of
credit have maturity dates of June 30, 2005. We, together with the Company, also
have the ability  through our shelf  registration to issue up to $400 million in
either all debt or all  equity or any  combination  thereof up to $400  million.
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 2003 and
2004.


                                       25
<PAGE>

We  anticipate  that  adequate  cash will be available to fund our operating and
administrative  expenses,  regular debt service obligations,  and the payment of
distributions  in accordance  with REIT  requirements in both the short and long
term.  Although  we receive  most of our  rental  payments  on a monthly  basis,
distributions  to 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 October 9, 2003,  our Board of Trustees  declared a $.6150 cash  distribution
per common unit  payable on November  14, 2003 to each  unitholder  of record on
October 31, 2003.

New Accounting Pronouncements

In April 2002, the Financial  Accounting  Standards  Board (FASB or the "Board")
issued  Statement  of  Financial   Accounting   Standards  No.  145  (FAS  145),
"Rescission of FASB  Statements  No. 4, 44, and 64,  Amendment of FASB Statement
No. 13, and Technical Corrections".  In rescinding FASB Statement No. 4 (FAS 4),
"Reporting Gains and Losses from Extinguishment of Debt", and FASB Statement No.
64  (FAS   64),   "Extinguishments   of  Debt  Made  to   Satisfy   Sinking-Fund
Requirements", FAS 145 eliminates the requirement that gains and losses from the
extinguishment  of  debt  be  aggregated  and,  if  material,  classified  as an
extraordinary item. Generally,  FAS 145 is effective for transactions  occurring
after  December 31, 2002. We adopted this statement  effective  January 1, 2003,
and it had no  significant  impact on our results of operations  for the 2003 or
2002 periods.

In January of 2003, the FASB issued  Interpretation  No. 46,  "Consolidation  of
Variable  Interest  Entities"  ("FIN 46").  FIN 46 clarifies the  application of
existing accounting pronouncements to certain entities in which equity investors
do not have the  characteristics  of a controlling  financial interest or do not
have sufficient equity at risk for the entity to finance its activities  without
additional  subordinated financial support from other parties. The provisions of
FIN 46 are effective immediately for all variable interests in variable interest
entities  created  after  January  31,  2003,  and we  will  need to  apply  its
provisions  to any existing  variable  interests in variable  interest  entities
beginning in the first fiscal year or interim  period ending after  December 15,
2003. Certain of the disclosure  requirements apply to all financial  statements
issued after January 31, 2003,  regardless of when the variable  interest entity
was  established.  We have evaluated Deer Park,  which was created after January
31,  2003  (Note 6) and  have  determined  that  under  the  current  facts  and
circumstances  that we will not be required to consolidate  under the provisions
of FIN 46. We are in the process of evaluating  TWMB, which was created prior to
January 31, 2003 (Note 6) in order to determine whether the entity is a variable
interest  entity and whether we are considered to be the primary  beneficiary or
whether  we hold a  significant  variable  interest.  TWMB  is a  joint  venture
arrangement  where it is  possible  that we may be required  to  consolidate  or
disclose  additional  information  about our 50% interest in TWMB in the future.
Our  maximum  exposure  to loss as a result  of our  involvement  in this  joint
venture is equal to our investment in the joint venture and our obligation under
our joint and several  guarantee  of TWMB's  debt,  all as  disclosed in Note 6.
Also, we are currently  evaluating the joint venture  related to the Charter Oak
portfolio (Note 11) for accounting treatment under FIN 46.

In May 2003,  FASB  issued  SFAS No.  150,  "Accounting  for  Certain  Financial
Instruments with  Characteristics of both Liabilities and Equity",  effective at
the beginning of the first interim  period  beginning  after June 15, 2003.  The
Board  initiated  its  liabilities  and equity  project in  response to concerns
regarding  the  current  balance  sheet  classifications  of  certain  financial
instruments.  The standard  specifies that instruments  within its scope,  which
include mandatorily redeemable financial instruments,  obligations to repurchase
the issuer's equity shares by transferring  assets,  and certain  obligations to
issue a variable  number of shares,  represent  obligations  of the issuer  and,
therefore,  the issuer  must  classify  them as  liabilities.  We  adopted  this
statement  effective  July 1,  2003,  and it had no  significant  impact  on our
results of operations or financial position.


                                       26
<PAGE>

Funds from Operations ("FFO")

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

Below is a calculation  of funds from  operations  for the three and nine months
ended September 30, 2003 and 2002 (in thousands):
<TABLE>
<CAPTION>
                                                                             Three Months Ended        Nine Months Ended
                                                                                September 30,             September 30,
                                                                             2003         2002         2003          2002
  ---------------------------------------------------------------------- ------------ ------------ ------------ -------------
  Funds from Operations:
<S>                                                                          <C>          <C>        <C>             <C>
     Net income                                                              $4,546       $2,992     $ 10,237        $7,538
     Adjusted for:
       Depreciation and amortization
          attributable to discontinued operations                               ---           68           89           375
       Depreciation and amortization uniquely significant to real estate-
          wholly owned                                                        7,021        7,056       21,252        20,973
       Depreciation and amortization uniquely significant to real estate-
          joint ventures                                                        287          168          808           168
       Loss/(gain) on sale of real estate                                       ---          ---          735         (460)
  ---------------------------------------------------------------------- ------------ ------------ ------------ -------------
           Funds from operations                                             $11,854      $10,284      $33,121       $28,594
  ---------------------------------------------------------------------- ------------ ------------ ------------ -------------

  Weighted average units outstanding (1)                                      13,615       12,235       13,410        12,003
  ---------------------------------------------------------------------- ------------ ------------ ------------ -------------

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

                                       27
<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  2003  and  2004,  we have  approximately  2,377,000  square  feet of our
portfolio  coming up for  renewal.  If we are  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 September 30, 2003, we have renewed approximately 831,000 square feet, 78%
of the  1,070,000  total square feet  scheduled to expire in 2003.  The existing
tenants have renewed at an average base rental rate  approximately  equal to the
expiring  rate. We also  re-tenanted  251,000 square feet of vacant space during
the first nine months of 2003 at a 4%  increase in the average  base rental rate
from that which was previously  charged.  Our factory  outlet centers  typically
include well-known,  national, brand name companies. By maintaining a broad base
of creditworthy  tenants and a  geographically  diverse  portfolio of properties
located across the United States,  we reduce our operating and leasing risks. No
one tenant (including  affiliates)  accounted for more than 6.3% of our combined
base and  percentage  rental  revenues for the nine months ended  September  30,
2003.  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 released.

As of  September  30,  2003 and 2002,  our  centers  were 95% and 96%  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.

To manage our exposure to interest rate changes,  we negotiate  long-term  fixed
rate  debt  instruments  and from time to time  enter  into  interest  rate swap
agreements.  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
September 30, 2003, TWMB had an interest rate swap agreement  effective  through
August 2004 with a notional amount of $19 million.  Under this  agreement,  TWMB
receives a  floating  interest  rate based on the 30 day LIBOR  index and pays a
fixed  interest  rate of 2.49%.  This swap  effectively  changes  the payment of
interest on $19 million of variable  rate  construction  debt to fixed rate debt
for the contract period at a rate of 4.49%.


                                       28
<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 September
30,  2003,  TWMB  would  have  paid  approximately  $236,000  to  terminate  the
agreement.  A 1% decrease in the 30 day LIBOR  index would  increase  the amount
paid by TWMB by $175,000 to approximately  $411,000.  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 unaudited Consolidated Balance Sheets; 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 September 30, 2003 was $355.3 million and
its recorded value was $327.3 million.  A 1% increase from  prevailing  interest
rates at  September  30, 2003 would  result in a decrease in fair value of total
long-term debt by approximately $11.0 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  Treasurer and Assistant
Secretary,  Frank C. Marchisello,  Jr., of Tanger GP Trust, sole general partner
of the registrant,  evaluated the  effectiveness of the registrant's  disclosure
controls  and  procedures  as of the report  period  ended  September  30,  2003
(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.


                                       29
<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

               10.1 Amended  and  Restated  Employment  Agreement  of  Frank  C.
                    Marchisello  Jr.,  as of  July  1,  2003.,  incorporated  by
                    reference to the Tanger  Factory Outlet  Centers,  Inc. From
                    10-Q for the quarter ended September 30, 2003.

               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.

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


                                   SIGNATURES


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


                           TANGER PROPERTIES LIMITED PARTNERSHIP

                                 By:       Tanger GP Trust, its general partner

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


DATE: November 12, 2003


                                       30
<PAGE>


                                  Exhibit Index


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

  10.1         Amended  and   Restated   Employment   Agreement   for  Frank  C.
               Marchisello  Jr., as of July 1, 2003.,  incorporated by reference
               to the Tanger  Factory  Outlet  Centers,  Inc.  Form 10-Q for the
               quarter ended September 30, 2003.

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

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

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

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





                                       31