FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                  For the quarterly period ended March 31, 2000

                                       OR

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

                        For the transition period from to

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

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

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

       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


<PAGE>

                      TANGER PROPERTIES LIMITED PARTNERSHIP

                                      Index

                          Part I. Financial Information

                                                                   Page Number

Item 1.  Financial Statements (Unaudited)

           Statements of Operations
                For the three months ended March 31, 2000 and 1999        3

           Balance Sheets
                As of March 31, 2000 and December 31, 1999                4

           Statements of Cash Flows
                For the three months ended March 31, 2000 and 1999        5

           Notes to Financial Statements                                  6

Item 2.  Management's Discussion and Analysis of Financial
                Condition and Results of Operations                       7



                           Part II. Other Information

Item 1.  Legal proceedings                                               15

Item 6.  Exhibits and Reports on Form 8-K                                15

Signatures                                                               16



                                       2
<PAGE>

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

                                                                                                Three Months Ended
                                                                                              March 31,
                                                                                               2000             1999
---------------------------------------------------------------------------------------------------------------------
                                                                                                   (Unaudited)
REVENUES
<S>                                                                                         <C>              <C>
  Base rentals                                                                              $17,458          $17,071
  Percentage rentals                                                                            453              408
  Expense reimbursements                                                                      6,963            6,358
  Other income                                                                                  943              326
---------------------------------------------------------------------------------------------------------------------
       Total revenues                                                                        25,817           24,163
---------------------------------------------------------------------------------------------------------------------
EXPENSES
  Property operating                                                                          7,439            6,889
  General and administrative                                                                  1,761            1,674
  Interest                                                                                    6,662            5,969
  Depreciation and amortization                                                               6,438            6,179
---------------------------------------------------------------------------------------------------------------------
       Total expenses                                                                        22,300           20,711
---------------------------------------------------------------------------------------------------------------------
Income before extraordinary item                                                              3,517            3,452
Extraordinary item - Loss on early extinguishment of debt                                       ---             (345)
---------------------------------------------------------------------------------------------------------------------
Net income                                                                                    3,517            3,107
Less applicable preferred unit distributions                                                   (466)            (479)
---------------------------------------------------------------------------------------------------------------------
Net income available to common unitholders                                                    3,051            2,628
Income allocated to limited partners                                                         (3,009)            (730)
---------------------------------------------------------------------------------------------------------------------
Income allocated to general partner                                                             $42           $1,898
=====================================================================================================================

Basic earnings per common unit:
  Income before extraordinary item                                                             $.28             $.27
  Extraordinary item                                                                            ---             (.03)
---------------------------------------------------------------------------------------------------------------------
  Net income                                                                                   $.28             $.24
=====================================================================================================================

Diluted earnings per common unit:
  Income before extraordinary item                                                             $.28             $.27
  Extraordinary item                                                                            ---             (.03)
---------------------------------------------------------------------------------------------------------------------
  Net income                                                                                   $.28             $.24
=====================================================================================================================

Distributions paid per common unit                                                             $.61             $.60
=====================================================================================================================

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


                                       3
<PAGE>



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

                                                                                                March 31,    December 31,
                                                                                                  2000           1999
----------------------------------------------------------------------------------------------------------------------------
                                                                                               (Unaudited)
ASSETS
Rental Property
<S>                                                                                                 <C>             <C>
Land                                                                                                $63,045         $63,045
Buildings, improvements and fixtures                                                                507,709         484,277
Developments under construction                                                                         975          18,894
----------------------------------------------------------------------------------------------------------------------------
                                                                                                    571,729         566,216
Accumulated depreciation                                                                           (110,479)       (104,511)
----------------------------------------------------------------------------------------------------------------------------
Rental property, net                                                                                461,250         461,705
Cash and cash equivalents                                                                               200             501
Deferred charges, net                                                                                 8,526           8,176
Other assets                                                                                         15,346          19,469
----------------------------------------------------------------------------------------------------------------------------
Total assets                                                                                       $485,322        $489,851
============================================================================================================================

LIABILITIES AND PARTNERS' EQUITY
Liabilites
Long-term debt
Senior, unsecured notes                                                                            $150,000        $150,000
Mortgages payable                                                                                    90,349          90,652
Credit facilities                                                                                    89,268          88,995
----------------------------------------------------------------------------------------------------------------------------
                                                                                                    329,617         329,647
Construction trade payables                                                                           6,372           6,287
Accounts payable and accrued expenses                                                                11,827          12,863
----------------------------------------------------------------------------------------------------------------------------
Total liabilities                                                                                   347,816         348,797
----------------------------------------------------------------------------------------------------------------------------
Commitments
Partners' equity
General partner                                                                                       1,878           1,927
Limited partners                                                                                    135,628         139,127
----------------------------------------------------------------------------------------------------------------------------
Total partners' equity                                                                              137,506         141,054
----------------------------------------------------------------------------------------------------------------------------
Total liabilities and partners' equity                                                             $485,322        $489,851
============================================================================================================================

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)
                                                                                                       Three Months Ended
                                                                                                           March 31,
                                                                                                    2000                1999
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                         (Unaudited)
OPERATING ACTIVITIES
<S>                                                                                               <C>                 <C>
Net income                                                                                        $3,517              $3,107
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization                                                                      6,438               6,179
Amortization of deferred financing costs                                                             288                 274
Loss on early extinguishment of debt                                                                 ---                 345
Straight-line base rent adjustment                                                                     9                (150)
Increase (decrease) due to changes in:
Other assets                                                                                         407               1,870
Accounts payable and accrued expenses                                                             (1,036)               (200)
-----------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activites                                                           9,623              11,425
-----------------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Additions to rental properties                                                                    (5,417)            (11,237)
Additions to deferred lease costs                                                                   (609)               (549)
Insurance proceeds from casualty losses                                                            4,046                 ---
Advances to officer                                                                                 (411)                ---
-----------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities                                                             (2,391)            (11,786)
-----------------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Repurchase of partnership units                                                                      ---                (667)
Cash distributions paid                                                                           (7,065)             (7,036)
Proceeds from notes payable                                                                          ---              66,500
Repayments on notes payable                                                                         (303)            (47,544)
Proceeds from credit facilities                                                                   31,578              26,110
Repayments on credit facilities                                                                  (31,305)            (42,350)
Additions to deferred financing costs                                                               (438)               (786)
-----------------------------------------------------------------------------------------------------------------------------
Net cash used in financing activities                                                             (7,533)             (5,773)
-----------------------------------------------------------------------------------------------------------------------------
Net decrease in cash and cash equivalents                                                           (301)             (6,134)
Cash and cash equivalents, beginning of period                                                       501               6,334
-----------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                                                            $200                $200
=============================================================================================================================

Supplemental schedule of non-cash investing activities
The Operating Partnership purchases capital equipment and incurs costs relating to construction of new facilities,
including tenant finishing allowances.  Expenditures included in construction trade payables as of March 31, 2000
and 1999 amounted to $6,372 and $6,468, respectively.

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

                                       5
<PAGE>


                      TANGER PROPERTIES LIMITED PARTNERSHIP
                          NOTES TO FINANCIAL STATEMENTS

                                 March 31, 2000
                                   (Unaudited)

     1. Interim Financial Statements

     The   unaudited   Financial   Statements  of  Tanger   Properties   Limited
     Partnership,   a  North  Carolina   limited   partnership  (the  "Operating
     Partnership"), have been prepared pursuant to generally accepted accounting
     principles and should be read in conjunction with the Financial  Statements
     and Notes thereto of the Operating Partnership's Annual Report on Form 10-K
     for the  year  ended  December  31,  1999.  Certain  information  and  note
     disclosures   normally  included  in  financial   statements   prepared  in
     accordance  with  generally  accepted   accounting   principles  have  been
     condensed or omitted  pursuant to the Securities and Exchange  Commission's
     ("SEC")  rules  and  regulations,  although  management  believes  that the
     disclosures are adequate to make the information presented not misleading.

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

     2. Development of Rental Properties

     During the first quarter of 2000,  the Operating  Partnership  added 43,200
     square feet to the portfolio in Commerce, GA and Sevierville, Tennessee. In
     addition, the Operating Partnership has approximately 83,200 square feet of
     expansion space under construction in four centers.

     Commitments  to complete  construction  of the  expansions  to the existing
     properties  and  other  capital   expenditure   requirements   amounted  to
     approximately $1.3 million at March 31, 2000.  Commitments for construction
     represent  only  those  costs  contractually  required  to be  paid  by the
     Operating Partnership.

     Interest costs capitalized during the three months ended March 31, 2000 and
     1999 amounted to $238,000 and $346,000, respectively.

     3. Other Assets

     Other  assets  include a receivable  totaling  $3.2 million from Stanley K.
     Tanger,  the  Chairman  of the  Board and Chief  Executive  Officer  of the
     general partner. Mr. Tanger and the Operating Partnership have entered into
     demand note  agreements  whereby he may borrow up to $3.5  million  through
     various  advances  from the  Operating  Partnership  for an investment in a
     separate E-commerce business venture.  The notes bear interest at a rate of
     8% per annum and are  collateralized  by Mr. Tanger's  limited  partnership
     interest in Tanger Investments Limited  Partnership.  Mr. Tanger intends to
     fully repay the loans.

     4. Long-Term Debt

     In January 2000, the Operating Partnership entered into a $20.0 million two
     year  unsecured  term loan with interest  payable at LIBOR plus 2.25%.  The
     proceeds were used to reduce amounts  outstanding  under the existing lines
     of credit.  Also in January 2000,  the Operating  Partnership  entered into
     interest rate swap agreements on notional amounts totaling $20.0 million at
     a cost of  $162,000.  The  agreements  mature  in  January  2002.  The swap
     agreements  have the  effect of fixing the  interest  rate on the new $20.0
     million loan at 8.75%.



                                       6
<PAGE>

     At March 31, 2000, the Operating  Partnership had revolving lines of credit
     with an  unsecured  borrowing  capacity  of $100  million,  of which  $30.7
     million was available for additional borrowings.

     5. 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
                                                                                            March 31,
                                                                                         2000         1999
-----------------------------------------------------------------------------------------------------------
Numerator:
<S>                                                                                    <C>          <C>
Income before extraordinary item                                                       $3,517       $3,452
Less applicable preferred unit distributions                                             (466)        (479)
-----------------------------------------------------------------------------------------------------------
Income available to common unitholders -
numerator for basic and diluted earnings per unit                                       3,051        2,973
-----------------------------------------------------------------------------------------------------------
Denominator:
Basic weighted average common units                                                    10,910       10,918
Effect of outstanding unit options                                                          6          ---
-----------------------------------------------------------------------------------------------------------
Diluted weighted average common units                                                  10,916       10,918
-----------------------------------------------------------------------------------------------------------
Basic earnings per unit before extraordinary item                                        $.28         $.27
===========================================================================================================
Diluted earnings per unit before extaordinary item                                       $.28         $.27
===========================================================================================================
</TABLE>

     The computation of diluted  earnings per unit excludes  options to purchase
     common  units when the exercise  price is greater  than the average  market
     price of the common  units for the period.  The market  price of the common
     units is  considered  to be  equivalent  to the market  price of the common
     shares of Tanger Factory Outlet Centers,  Inc., sole owner of the Operating
     Partnership's general partner.  Options excluded for the three months ended
     March 31, 2000 and 1999 totaled 1,230,440 and 1,262,109,  respectively. The
     assumed  conversion of preferred  units to common units as of the beginning
     of the year would have been anti-dilutive.

     At March 31, 2000 and  December 31, 1999,  the  ownership  interests of the
     Operating Partnership consisted of the following:
<TABLE>
<CAPTION>

                                                                         2000          1999
       ---------------------------------------------------------- ------------- --------------
<S>                                                                     <C>            <C>
       Preferred units                                                  85,270         85,270
       ---------------------------------------------------------- ------------- --------------
       Common units:
          General partner                                              150,000        150,000
          Limited partners                                          10,760,140     10,760,140
       ---------------------------------------------------------- ------------- --------------
             Total                                                  10,910,140     10,910,140
       =======================================================================================
</TABLE>

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

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

The discussion of the Operating  Partnership's results of operations reported in
the statements of operations compares the three months ended March 31, 2000 with
the three months ended March 31, 1999. Certain  comparisons  between the periods
are made on a percentage  basis as well as on a weighted  average gross leasable
area ("GLA") basis, a

                                       7
<PAGE>

technique  which  adjusts for certain  increases  or  decreases in the number of
centers and corresponding  square feet related to the development,  acquisition,
expansion or  disposition  of rental  properties.  The  computation  of weighted
average GLA,  however,  does not adjust for  fluctuations in occupancy which may
occur subsequent to the original opening date.

Cautionary Statements

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

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

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

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

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

General Overview

At March 31,  2000,  the  Operating  Partnership  owned 31  centers in 22 states
totaling 5.2 million  square feet  compared to 31 centers in 23 states  totaling
5.1 million  square feet at March 31, 1999.  Since March 31, 1999, the Operating
Partnership has acquired one center and expanded four centers, increasing GLA by
approximately  327,000 square feet. However, on May 3, 1999, a tornado destroyed
the center in Stroud, Oklahoma, reducing GLA by 198,000 square feet.

During the quarter,  the Operating  Partnership  added 43,200 square feet to the
portfolio in Commerce,  GA and Sevierville,  Tennessee from previous  expansions
that began in 1999. In addition, the Operating Partnership has approximately
83,200 square feet of expansion  space under  construction in four centers which
are scheduled to open in the next six months.



                                       8
<PAGE>




A summary of the operating results for the three months ended March 31, 2000 and
1999 is presented in the following table,  expressed in amounts  calculated on a
weighted average GLA basis.
<TABLE>
<CAPTION>
                                                                                 Three Months Ended
                                                                                       March 31,
                                                                                2000           1999
----------------------------------------------------------------------------------------------------
<S>                       <C>                                                  <C>            <C>
GLA open at end of period (000's)                                              5,191          5,062
Weighted average GLA (000's) (1)                                               5,168          5,039
Outlet centers in operation                                                       31             31
New centers acquired                                                             ---            ---
Centers disposed of or sold                                                      ---            ---
Centers expanded                                                                 ---              1
States operated in at end of period                                               22             23
Occupancy percentage at end of period                                             95             94

Per square foot
Revenues
Base rentals                                                                   $3.38          $3.39
Percentage rentals                                                               .09            .08
Expense reimbursements                                                          1.35           1.26
Other income                                                                     .18            .06
----------------------------------------------------------------------------------------------------
Total revenues                                                                  5.00           4.79
----------------------------------------------------------------------------------------------------
Expenses
Property operating                                                              1.44           1.37
General and administrative                                                       .34            .33
Interest                                                                        1.29           1.18
Depreciation and amortization                                                   1.25           1.23
----------------------------------------------------------------------------------------------------
Total expenses                                                                  4.32           4.11
----------------------------------------------------------------------------------------------------

Income before extraordinary item                                                $.68           $.68
====================================================================================================
(1) GLA weighted by months of operations.  GLA is not adjusted for fluctuations in occupancy
      which may occur subsequent to the original opening date.
</TABLE>


RESULTS OF OPERATIONS

Comparison  of the three  months  ended March 31, 2000 to the three months ended
March 31, 1999

Base rentals increased $387,000,  or 2%, in the 2000 period when compared to the
same  period  in 1999.  The  increase  is  primarily  due to the  effect  of the
expansions and the  acquisition  completed since March 31, 1999, as mentioned in
the  Overview  above,  offset  by the loss of rent from the  center  in  Stroud,
Oklahoma.  Base rent per  weighted  average GLA  decreased  slightly by $.01 per
square  foot  from  $3.38 per  square  foot in the  first  three  months of 2000
compared to $3.39 per square foot in the first three months of 1999.

Percentage  rentals,  which represent revenues based on a percentage of tenants'
sales volume above predetermined  levels (the "breakpoint"),  increased $45,000,
and on a weighted  average  GLA basis,  increased  $.01 per square  foot in 2000
compared to 1999. For the three months ended March 31, 2000, reported same-store
sales, defined as the weighted average sales per square foot reported by tenants
for stores  open since  January 1, 1999,  increased  by 4% when  compared to the
first three months of 1999.  Reported  same-space  sales for the rolling  twelve
months ended March 31, 2000,  defined as the weighted  average  sales per square
foot  reported in space open for the full  duration of each  comparison  period,
increased to $270,  or 6%,  reflecting  the  continued  success of the Operating
Partnership's  strategy to  re-merchandise  selected  centers by  replacing  low
volume tenants with high volume tenants.

                                       9
<PAGE>

Expense reimbursements, which represent the contractual recovery from tenants of
certain  common  area  maintenance,   insurance,   property  tax,   promotional,
advertising and management expenses generally  fluctuates  consistently with the
reimbursable   property  operating   expenses  to  which  it  relates.   Expense
reimbursements,  expressed  as a  percentage  of  property  operating  expenses,
increased  from 92% in 1999 to 94% in 2000  primarily  as a result  decreases in
certain non-reimbursable expenses.

Other income  increased  $617,000 in 2000 compared to 1999  primarily due to the
recognition of $493,00 in business  interruption  insurance proceeds relating to
the Stroud center.

Property operating expenses increased by $550,000,  or 8%, in the 2000 period as
compared to the 1999 period and, on a weighted average GLA basis, increased $.07
per square  foot from $1.37 to $1.44.  The  increases  are the result of certain
increases  in real estate tax  assessments  and higher  common area  maintenance
expenses.

General and administrative expenses increased $87,000, or 5%, in the 2000 period
as compared to the 1999  period.  However,  as a percentage  of total  revenues,
general and  administrative  expenses were approximately 7% of total revenues in
both the 2000 and 1999 periods and, on a weighted  average GLA basis,  increased
$.01 per square foot from $.33 in 1999 to $.34 in 2000 reflecting the absorption
of the  acquisition  and expansions in 1999 without  corresponding  increases in
general and administrative expenses.

Interest expense  increased  $693,000 during 2000 as compared to 1999 due to the
incremental  financing  needed to fund the 1999 expansions and the November 1999
acquisition  and due to higher  interest  rates on the  Operating  Partnership's
variable rate debt and on its new $20.0 million term loan established in January
2000.  Depreciation and amortization per weighted average GLA increased slightly
from $1.23 per square  foot in the 1999  period to $1.25 per square  foot in the
2000 period.

The extraordinary loss recognized in the 1999 period represents the write-off of
unamortized  deferred  financing  costs  related  to debt that was  extinguished
during the period prior to its scheduled maturity.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities was $9.6 million and $11.4 million for
the three  months ended March 31, 2000 and 1999,  respectively.  The decrease in
cash provided by operating activities is due primarily to a decrease in payables
and an increase in receivables  during 2000 when compared to 1999. Net cash used
in  investing  activities  was $2.4 and  $11.8  million  during  2000 and  1999,
respectively.  Cash used was lower in 2000 primarily due to the decrease in cash
paid for  expansion  activities  and due to $4.0  million  received in insurance
proceeds  relating to the Stroud,  Oklahoma  center.  Net cash used in financing
activities  amounted  to $7.5  million and $5.8  million  during the first three
months of 2000 and 1999.

During the quarter,  the Operating  Partnership  added 43,200 square feet to the
portfolio in Commerce, GA and Sevierville, Tennessee. In addition, the Operating
Partnership  has  approximately  83,200  square  feet of  expansion  space under
construction in four centers which are scheduled to open in the next six months.
Commitments  to  complete   construction  of  the  expansions  to  the  existing
properties and other capital expenditure  requirements amounted to approximately
$1.3 million at March 31, 2000.  Commitments  for  construction  represent  only
those costs contractually required to be paid by the Operating Partnership.

The  Operating  Partnership  also is in the  process  of  developing  plans  for
additional  expansions  and new  centers  for  completion  in 2000  and  beyond.
Currently,  the Operating  Partnership  is in the  preleasing  stage of a second
phase of the Fort Lauderdale  development  that will include 130,000 square feet
of GLA to be developed on the 12-acre  parcel  adjacent to the existing Bass Pro
Outdoor  World  store.  If the  Operating  Partnership  decides to develop  this
project,  it  anticipates  stores in this phase to begin  opening in early 2001.
Based on tenant demand, the Operating Partnership also has an option to purchase
the retail  portion of a site at the Bourne  Bridge Rotary in Cape Cod, MA where
it plans to develop a new 300,000 square foot outlet center.



                                       10
<PAGE>

The  entire  site  will  contain  more than  950,000  square  feet of  mixed-use
entertainment,  retail, office and residential community built in the style of a
Cape Cod  Village.  The local  and  state  planning  authorities  are  currently
reviewing the project and the Operating Partnership  anticipates final approvals
by early 2001.

These  anticipated or planned  developments  or expansions may not be started or
completed as scheduled, or may not result in accretive funds from operations. In
addition,   the  Operating   Partnership   regularly  evaluates  acquisition  or
disposition   proposals,   engages  from  time  to  time  in  negotiations   for
acquisitions  or  dispositions  and may from time to time 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
also may not be  consummated,  or if  consummated,  may not result in  accretive
funds from operations.

Other assets include a receivable  totaling $3.2 million from Stanley K. Tanger,
the Chairman of the Board and Chief  Executive  Officer of the general  partner.
Mr.  Tanger  and  the  Operating  Partnership  have  entered  into  demand  note
agreements  whereby he may borrow up to $3.5 million  through  various  advances
from the  Operating  Partnership  for an  investment  in a  separate  E-commerce
business  venture.  The notes  bear  interest  at a rate of 8% per annum and are
collateralized   by  Mr.  Tanger's  limited   partnership   interest  in  Tanger
Investments Limited Partnership. Mr. Tanger intends to fully repay the loans.

The Operating  Partnership maintains revolving lines of credit which provide for
unsecured  borrowings up to $100  million,  of which $30.7 million was available
for additional  borrowings at March 31, 2000. As a general matter, the Operating
Partnership  anticipates  utilizing its lines of credit as an interim  source of
funds to acquire,  develop and expand  factory  outlet  centers and repaying the
credit lines with  longer-term  debt or equity when  management  determines that
market conditions are favorable.  Under joint shelf registration,  the Operating
Partnership  and Tanger  Factory  Outlet  Centers,  Inc.,  the sole owner of the
Operating  Partnership's  general  partner,  could  issue up to $100  million in
additional  debt  securities and $100 million in additional  equity  securities.
With the  decline in the real  estate  debt and equity  markets,  the  Operating
Partnership  may not,  in the short  term,  be able to access  these  markets on
favorable  terms.  Management  believes the decline is temporary and may utilize
these  funds as the markets  improve to continue  its  external  growth.  In the
interim,  the  Operating  Partnership  may consider the use of  operational  and
developmental joint ventures and other related strategies to generate additional
capital. The Operating  Partnership may also consider selling certain properties
that do not meet the Operating  Partnership's  long-term  investment criteria as
well as outparcels on existing  properties to generate  capital to reinvest into
other attractive opportunities.  Based on cash provided by operations,  existing
credit facilities,  ongoing negotiations with certain financial institutions and
funds  available  under the shelf  registration,  management  believes  that the
Operating  Partnership has access to the necessary financing to fund the planned
capital expenditures during 2000.

In January 2000, the Operating Partnership entered into a $20.0 million two year
unsecured term loan with interest payable at LIBOR plus 2.25%. The proceeds were
used to reduce amounts  outstanding under the existing lines of credit.  Also in
January  2000,  the  Operating  Partnership  entered  into  interest  rate  swap
agreements on notional amounts totaling $20.0 million at a cost of $162,000. The
agreements mature in January 2002. The swap agreements have the effect of fixing
the interest rate on the new $20.0 million loan at 8.75%.

At  March  31,  2000,  approximately  73%  of  the  outstanding  long-term  debt
represented   unsecured  borrowings  and  approximately  80%  of  the  Operating
Partnership's  real estate  portfolio  was  unencumbered.  The weighted  average
interest rate on debt outstanding on March 31, 2000 was 8.2%.

The Operating  Partnership  anticipates  that adequate cash will be available to
fund  its  operating   and   administrative   expenses,   regular  debt  service
obligations,   and  the  payment  of   distributions  in  accordance  with  REIT
requirements in both the short and long term. Although the Operating Partnership
receives  most of its  rental  payments  on a monthly  basis,  distributions  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.
Certain of the Operating Partnership's debt agreements limit the payment

                                       11
<PAGE>

of distributions  such that  distributions will not exceed funds from operations
("FFO"),  as defined in the  agreements,  for the prior fiscal year on an annual
basis or 95% of FFO on a cumulative basis from the date of the agreement.

On April 13,  2000,  the Board of  Trustees of the  general  partner  declared a
$.6075  cash  distribution  per  common  unit  payable  on May 15,  2000 to each
unitholder  of record on April 28,  2000.  The Board of  Trustees of the general
partner also declared a cash  distribution  of $.5474 per preferred unit payable
on May 15, 2000 to each preferred unitholder of record on April 28, 2000.

Market Risk

The Operating Partnership is 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.  The  Operating
Partnership does not enter into  derivatives or other financial  instruments for
trading or speculative purposes.

The Operating  Partnership  negotiates long-term fixed rate debt instruments and
enters into  interest  rate swap  agreements  to manage its exposure to interest
rate changes. The swaps involve the exchange of fixed and variable interest rate
payments based on a contractual  principal  amount and time period.  Payments or
receipts on the agreements are recorded as adjustments to interest  expense.  At
March 31, 2000,  the Operating  Partnership  had interest  rate swap  agreements
effective through January 2002 with a notional amount of $20 million. Under this
agreement,  the Operating Partnership receives a floating interest rate based on
the 30 day  LIBOR  index and pays a fixed  interest  rate of 6.5%.  These  swaps
effectively  change  the  Operating  Partnership's  payment of  interest  on $20
million of variable  rate debt to fixed rate debt for the  contract  period at a
rate of 8.75%.

The fair value of the interest  rate swap  agreements  represent  the  estimated
receipts or payments  that would be made to terminate the  agreements.  At March
31, 2000, the Operating  Partnership  would have received  $136,000 to terminate
the  agreements.  A 1% decrease in the 30 day LIBOR  index would  decrease  this
amount  received by  approximately  $324,000.  The fair value is based on dealer
quotes, considering current interest rates.

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 the Operating  Partnership's total long-term debt at March 31, 2000 was
$323.8  million and the recorded  value was $329.6  million.  A 1% increase from
prevailing  interest  rates at March 31, 2000 would result in a decrease in fair
value of total long-term debt by  approximately  $4.7 million.  Fair values were
determined from quoted market prices,  where  available,  using current interest
rates considering credit ratings and the remaining terms to maturity.

New Accounting Pronouncements

During  1998,  the  FASB  issued  SFAS  No.  133,   "Accounting  for  Derivative
Instruments and Hedging Activities." SFAS No. 133 requires entities to recognize
all  derivatives  as either assets or  liabilities in the statement of financial
position and measure those  instruments  at their fair value.  In June 1999, the
FASB issued SFAS No. 137  "Accounting  for  Derivative  Instruments  and Hedging
Activities-Deferral of the Effective Date of FASB Statement No. 133-an amendment
of the FASB Statement No. 133" that revises SFAS No. 133 to become  effective in
the first quarter of 2001. Management of the Operating  Partnership  anticipates
that, due to its limited use of derivative instruments, the adoption of SFAS No.
133 will not have a significant effect on the Operating Partnership's results of
operations or its financial position.



                                       12
<PAGE>


Funds from Operations

Management believes that for a clear  understanding of the historical  operating
results of the Operating  Partnership,  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  of  depreciable  operating
properties,  plus  depreciation  and amortization  uniquely  significant to real
estate. The Operating  Partnership cautions that the calculation of FFO may vary
from  entity  to entity  and as such the  presentation  of FFO by the  Operating
Partnership  may not be comparable to other  similarly  titled measures of other
reporting  companies.  FFO does not  represent  net  income  or cash  flow  from
operations as defined by generally accepted accounting principles and should not
be  considered  an  alternative  to net  income as an  indication  of  operating
performance  or to cash from  operations as a measure of  liquidity.  FFO is not
necessarily  indicative  of  cash  flows  available  to  fund  distributions  to
unitholders and other cash needs.

In October  1999,  the National  Association  of Real Estate  Investment  Trusts
("NAREIT")  issued  interpretive  guidance  regarding  the  calculation  of FFO.
NAREIT's  leadership  determined  that FFO should  include  both  recurring  and
non-recurring  operating results,  except those results defined as extraordinary
items under generally accepted  accounting  principles and gains and losses from
sales of depreciable  operating property.  All REITS are encouraged to implement
the  recommendations  of this guidance effective for fiscal periods beginning in
2000 for all periods presented in financial  statements or tables. The Operating
Partnership's adoption of the new NAREIT clarification as of January 1, 2000 had
no impact on amounts previously reported as funds from operations.

Below is a calculation of funds from operations for the three months ended March
31,  2000  and  1999 as well as  actual  cash  flow and  other  data  for  those
respective periods (in thousands):

<TABLE>
<CAPTION>
                                                                                   Three Months Ended
                                                                                        March 31,
                                                                                    2000          1999
-------------------------------------------------------------------------------------------------------
Funds from Operations:
<S>                                                                               <C>           <C>
Net income                                                                        $3,517        $3,107
Adjusted for:
Extraordinary item - loss on early extinguishment of debt                            ---           345
Depreciation and amortization uniquely significant to real estate                  6,378         6,121
-------------------------------------------------------------------------------------------------------
Funds from operations                                                             $9,895        $9,573
=======================================================================================================

Cash flows provided by (used in):
Operating activites                                                               $9,623       $11,425
Investing activities                                                             $(2,391)     $(11,786)
Financing activities                                                             $(7,533)      $(5,773)

Weighted average units outstanding (1)                                            11,684        11,713
=======================================================================================================

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


                                       13
<PAGE>

Economic Conditions and Outlook

The majority of the Operating  Partnership's  leases contain provisions designed
to mitigate the impact of inflation.  Such  provisions  include  clauses for the
escalation  of base rent and  clauses  enabling  the  Operating  Partnership  to
receive  percentage  rentals based on tenants' gross sales (above  predetermined
levels,   which  the  Operating   Partnership  believes  often  are  lower  than
traditional retail industry  standards) which generally increase as prices rise.
Most of the leases  require the tenant to pay their share of property  operating
expenses,  including common area maintenance,  real estate taxes,  insurance 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.

As part of its  strategy of  aggressively  managing  its assets,  the  Operating
Partnership is strengthening the tenant base in several of its centers by adding
strong new anchor tenants,  such as Polo,  Nike, GAP and Nautica.  To accomplish
this  goal,  stores may  remain  vacant for a longer  period of time in order to
recapture  enough  space to meet the size  requirement  of these  upscale,  high
volume tenants.  Consequently,  the Operating  Partnership  anticipates that its
average  occupancy  level will remain  strong,  but may be more in line with the
industry average.

Approximately 26% of the Operating Partnership's lease portfolio is scheduled to
expire during the next two years.  Approximately 712,000 square feet of space is
up for renewal  during 2000 and  approximately  629,000 square feet will come up
for renewal in 2001. If the Operating  Partnership  were unable to  successfully
renew or release a significant amount of this space on favorable economic terms,
the  loss in rent  could  have a  material  adverse  effect  on its  results  of
operations.

Existing  tenants' sales have remained  stable and renewals by existing  tenants
have  remained  strong.  Approximately  283,000,  or  40%,  of the  square  feet
scheduled to expire in 2000 have  already been renewed by the existing  tenants.
In  addition,   the  Operating  Partnership  continues  to  attract  and  retain
additional tenants. The Operating Partnership's factory outlet centers typically
include well known, national,  brand name companies. By maintaining a broad base
of creditworthy  tenants and a  geographically  diverse  portfolio of properties
located  across  the  United  States,  the  Operating  Partnership  reduces  its
operating and leasing risks. No one tenant (including  affiliates)  accounts for
more than 7% of the Operating  Partnership's combined base and percentage rental
revenues. Accordingly, management currently does not expect any material adverse
impact  on the  Operating  Partnership's  results  of  operation  and  financial
condition as a result of leases to be renewed or stores to be released.

Year 2000 Compliance

The  Operating  Partnership  did not  experience  any systems or other Year 2000
("Y2K")  problems  during the first  quarter  of 2000.  In 1999,  the  Operating
Partnership  spent  approximately  $220,000 to upgrade or replace  equipment  or
systems  specifically  to bring  them in  compliance  with  Y2K.  The  Operating
Partnership  is not  aware of any  other  significant  costs to be  incurred  to
address future Y2K problems.

There  are a  number  of  Y2K  related  items  that  may  affect  the  Operating
Partnership's  results of operations.  For example, the Operating  Partnership's
spending  patterns  or cost  relationships  may have been  affected by large Y2K
remediation  expenditures or the postponement of certain expenses. The Operating
Partnership's  revenue  patterns  may  have  been  affected  by  unusual  tenant
behavior, such as delayed openings or delayed payments of rents until after Y2K.
In addition,  some companies may have postponed Information  Technology projects
or other capital  spending in preparing for Y2K which could impact the Operating
Partnership's  liquidity   requirements.   The  Operating  Partnership  has  not
experienced  any of these  situations  and does not believe that any exist which
might  materially

                                       14
<PAGE>

impact the Operating  Partnership's  results of operations or liquidity.

The Operating  Partnership has third-party  relationships with approximately 280
tenants  and over 8,000  suppliers  and  contractors.  Many of these third party
tenants are publicly-traded corporations and subject to disclosure requirements.
The principal risks to the Operating Partnership in its relationships with third
parties are the failure of third-party  systems used to conduct business such as
tenants being unable to stock stores with  merchandise,  use cash  registers and
pay invoices; banks being unable to process receipts and disbursements;  vendors
being  unable to supply  needed  materials  and  services  to the  centers;  and
processing of outsourced employee payroll.

The Operating  Partnership's  assessment  of major third  parties' Y2K readiness
included  sending  surveys to tenants and key suppliers of  outsourced  services
including stock transfer,  debt servicing,  banking collection and disbursement,
payroll and benefits.  The majority of the Operating  Partnership's  vendors are
small  suppliers that the Operating  Partnership  believes can manually  execute
their business and are readily replaceable. Management also believes there is no
material  risk of being unable to procure  necessary  supplies and services from
third  parties  who have not  already  indicated  that  they are  currently  Y2K
compliant.  The Operating Partnership received responses to approximately 73% of
the surveys  sent to tenants,  banks and key  suppliers.  Of the  companies  who
responded,  99% indicated they were presently, or would be by the year 2000, Y2K
compliant.  The  Operating  Partnership  is not aware of any  significant  third
parties who are not currently Y2K compliant.  However, there can be no assurance
that all third  parties are currently Y2K compliant and that all will be able to
continue to conduct  transactions with the Operating  Partnership  successfully.
There also can be no  assurance  that Y2K  problems  of third  parties or of the
Operating  Partnership's  own  systems  which did not surface in the first three
months of 2000 will not be a problem sometime in the near future.

                           PART II. OTHER INFORMATION

Item 1.       Legal Proceedings

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

Item 6.       Exhibits and Reports on Form 8-K

      (a)     Exhibits

              None.

      (b)     Reports on Form 8-K

              None



                                       15
<PAGE>




                                   SIGNATURES

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

                                   TANGER PROPERTIES LIMITED PARTNERSHIP

                                   By:    Tanger GP Trust, its general partner

                                   By:    /s/  FRANK C. MARCHISELLO, JR.
                                          -------------------------------
                                          Frank C. Marchisello, Jr.
                                          Treasurer

DATE: May 11, 2000


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<PAGE>